S-1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 3, 2011

Registration No. 333-___________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

LENDER TO LENDER FRANCHISE, INC.

(Exact name of issuer as specified in its charter)

Florida	6141	27-3181737
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification No.)

27322 Twenty Three Mile Road, Suite 5

Chesterfield, Michigan 48051

(586) 598-1634

(Address and telephone number of principal executive offices)

27322 Twenty Three Mile Road, Suite 5

Chesterfield, Michigan 48051

(586) 598-1634

(Address of principal place of business or intended

principal place of business)

Richard Vanderport, Chief Executive Officer

27322 Twenty Three Mile Road, Suite 5

Chesterfield, Michigan 48051

(586) 598-1634

(646) 219-2572 (fax)

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

Copies to:

Brian Pearlman, Esq.

Quintairos, Prieto, Wood & Boyer, P.A.

One East Broward Blvd., Suite 1400

Fort Lauderdale, Florida 33301

(954) 523-7008

(954) 523-7009 (fax)

APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC: From time to time after this Registration Statement becomes effective.

If any of the securities registered on this 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.  þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act of 1933 registration 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 of 1933, check the following box and list the Securities Act of 1933 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(d) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective 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	¨	Smaller reporting company	þ

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities To Be Registered	Amount To Be  Registered		Proposed Maximum  Offering Price Per Unit (1)		Proposed Maximum  Aggregate Offering Price		Amount of  Registration Fee
Common Stock (2)		125,000	$	0.20	$	25,000	$	1.78
Common Stock (3)		330,050	$	1.00	$	330,050	$	23.53
Common Stock (4)		1,060,000	$	1.00	$	1,060,000	$	75.58
Total Registration Fee							$	100.89

———————

(1) The selling shareholders will offer their shares at $0.20 per share until the Company’s shares are quoted on the OTC Bulletin Board and, assuming we secure this qualification, thereafter at prevailing market prices or privately negotiated prices.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457. The proposed maximum offering price is based on the estimated high end of the range at which the common stock will initially be sold.

(3) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(g). Shares issuable upon exercise of warrants.

(4) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(g).  Shares issuable upon exercise of options.

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. We 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, JANUARY 3, 2011

LENDER TO LENDER FRANCHISE, INC.

1,515,050 Shares of

Common Stock

The selling shareholders are offering up to 1,515,050 shares of common stock (the “Shares”), including 1,390,050 shares represent shares underlying outstanding warrants and options.  The selling shareholders will offer their shares at $0.20 per share until our shares are quoted on the OTC Bulletin Board and, assuming we secure this qualification, thereafter at prevailing market prices or privately negotiated prices. We will not receive proceeds from the sale of shares from the selling shareholders.

There are no underwriting commissions involved in this offering. We have agreed to pay all the costs and expenses of this offering. Selling shareholders will pay no offering expenses. As of the date of this prospectus, there is no trading market in our common stock, and we cannot assure you that a trading market will develop Our common stock is not currently listed on any national securities exchange, the NASDAQ stock market, or the OTC Bulletin Board. There is no guarantee that our securities will ever trade on the OTC Bulletin Board or other exchange.

This offering is highly speculative and these securities involve a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. See “Risk Factors” beginning on page ___.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is __________, 2010

TABLE OF CONTENTS

PROSPECTUS SUMMARY	1
SUMMARY FINANCIAL DATA	4
RISK FACTORS	5
FORWARD-LOOKING STATEMENTS	13
USE OF PROCEEDS	13
DETERMINATION OF OFFERING PRICE	13
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	14
BUSINESS	18
DIVIDEND POLICY	24
REPORT TO SHAREHOLDERS	24
LEGAL PROCEEDINGS	24
MANAGEMENT	24
EXECUTIVE COMPENSATION	26
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	27
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	27
DESCRIPTION OF SECURITIES	29
SELLING SHAREHOLDERS	29
PLAN OF DISTRIBUTION	35
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	36
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	36
LEGAL MATTERS	37
EXPERTS	37
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	37
WHERE YOU CAN FIND MORE INFORMATION	37
INDEX TO FINANCIAL STATEMENTS	F-1

You may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the common stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any common stock in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the information contained by reference to this prospectus is correct as of any time after its date.

i

PROSPECTUS SUMMARY

The following summary highlights selected information contained in this prospectus. This summary does not contain all the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the “RISK FACTORS” section, the financial statements and the notes to the financial statements. As used throughout this prospectus, the terms “Lender to Lender Franchise”, “Company”, “we,” “us,” or “our” refer to Lender to Lender Franchise, Inc. and its subsidiaries.

Organization

Lender to Lender Franchise, Inc., a Florida corporation, organized in July 2010, provides auto loans to consumers through a network of automobile dealers.  The Company principally operates through its wholly owned subsidiary, Lender to Lender Financing, LLC, a Michigan limited liability company (“LLFI”).  LLFI has been in operations since 2002.  In addition, through its wholly owned subsidiary, Lender to Lender Franchise System, LLC, a Michigan limited liability company (“LLFS”), the Company intends to franchise its automobile loan programs.  The Company acquired LLFI and LLFS on August 12, 2010 under a stock purchase agreement.  For accounting purposes, this business combination has been treated as a stock acquisition with the Company as the acquirer. The Company’s management has over 30 years experience in the automobile loan industry.

Our executive offices are located at 27322 Twenty Three Mile Road, Suite #5, Chesterfield, MI  48051; our telephone number is (586) 598-1634.  Our Website address is www.lendertolender.com.  Information contained on our Websites does not constitute a part of this prospectus.

There is currently no public market for our common stock.

We had total assets of $2,019,718 at September 30, 2010.  From July 15, 2010 (inception) through September 30, 2010 we had total net revenues of $124,717 and net loss of $22,770.  At September 30, 2010 we had a working capital deficit of $491,629.  Our ability to continue as a going concern is dependent on increasing revenues from our loans.  In the event we are unable to generate additional revenues, we will be dependent upon third party financing.  We cannot provide any reasonable assurances that we will receive third party financing or in the event we obtain third party financing that the terms of such financing will be reasonable.

As with any investment, there are certain risks involved in this offering. All potential investors should consult their own tax, legal and investment advisors prior to making any decision regarding this offering. The purchase of the Shares is highly speculative and involves a high degree of risk, including, but not necessarily limited to, the “Risk Factors” described herein. Any person who cannot afford the loss of their entire investment should not purchase the Shares.

Business

Since 2002, LLFI has provided auto loans to consumers (“Consumer Loans”), regardless of their credit history. Our product is offered through a network of automobile dealers who benefit from sales of vehicles to consumers who otherwise could not obtain financing and from repeat and referral sales generated by these same customers.

We refer to automobile dealers who participate in our programs as “Auto Dealers”. Upon enrollment in our financing programs, the Auto Dealer enters into a dealer servicing agreement with us that defines the legal relationship between our Company and the Auto Dealer. The dealer servicing agreement assigns the responsibilities for administering, servicing, and collecting the amounts due on Consumer Loans from the Auto Dealers to us. A consumer who does not qualify for conventional automobile financing can purchase a used vehicle from an Auto Dealer and finance the purchase through us. We are an indirect lender from a legal perspective, meaning the Consumer Loan is originated by the Auto Dealer and assigned to us.

Selling Shareholders

The Company previously sold an aggregate of 125,000 shares under a private placement to 50 investors, in the gross amount of $25,000.  The shares were sold to 23 accredited investors and 27 qualified investors, which shares were issued throughout September 2010, at $0.20 per share.  No commission or finder fees were paid.

1

On August 12, 2010, the Company issued options to purchase an aggregate of 1,060,000 shares of common stock to five employees.  Such options vest over a period of five years in equal installments.  The options, subject to vesting, are exercisable for a period of ten years from date of grant.  The options are exercisable at $l.00 per share.  In addition, on August 12, 2010, the Company issued warrants to purchase an aggregate of 330,050 shares of common stock to four individuals and consultants.  The warrants are exercisable at $1.00 per share and vest over a period of five years in equal installments.  The warrants expire ten years from the date of issuance.

The warrant shares, options shares and shares issued under the private placement are sometimes collectively referred to in this prospectus as the “Shares”. The Shares are being offered for resale under this registration, and the Selling Shareholders intend to sell, as soon as practicable following the effectiveness of this registration, the Shares in the public market.

The Company will receive up to $1,390,050 in the event the warrants and options are exercised. The proceeds, if any, will be used for general working capital purposes.

2

The Offering

Common stock outstanding before the offering:	30,125,000
Common stock offered by selling  stockholders	Up to 1,515,050 shares (including 1,390,050 shares underlying options and warrants).  The maximum number of shares to be sold by the selling stockholders represents less than 1% of our current outstanding stock. As of the date of this prospectus, none of the options and warrants have vested.
	The selling stockholders will offer their shares at $0.20 per share until the Company’s shares are quoted on the OTC Bulletin Board (OTCBB) and, assuming our common stock commences quotation on the OTCBB, thereafter at prevailing market prices or privately negotiated prices.
Common stock to be outstanding  after the offering	Up to 31,640,050 shares based on 30,125,000 shares of common stock outstanding as of November 30, 2010, assuming vesting and exercise of outstanding options and warrants.
Use of proceeds	We will not receive any material proceeds from the sale of the common stock. See “Use of Proceeds” for a complete description.
Risk Factors	The purchase of our common stock involves a high degree of risk. You should carefully review and consider “Risk Factors” beginning on page __.

Forward-Looking Statements

This prospectus contains forward-looking statements that address, among other things, our strategy to develop our business, projected capital expenditures, liquidity, and our development of additional revenue sources. The forward-looking statements are based on our current expectations and are subject to risks, uncertainties and assumptions. We base these forward-looking statements on information currently available to us, and we assume no obligation to update them. Our actual results may differ materially from the results anticipated in these forward-looking statements, due to various factors.

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SUMMARY FINANCIAL DATA

In the table below, we provide you with historical summary financial information for the year ended December 31, 2009, derived from our unaudited pro forma combined financial statements included elsewhere in this prospectus. We also provide below financial information for the nine months ended September 30, 2010 derived from our unaudited pro forma combined financial statements included elsewhere in this prospectus. Historical results are not necessarily indicative of the results that may be expected for any future period. When you read this historical summary financial information, you should also consider the historical financial statements and related notes, and the section entitled Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Statements of Operations Data:

	FiscalYearEnded December31, 2009		NineMonths Ended September30, 2010
Revenues	$	1,161,855	$	1,074,164
Cost of Goods sold	$	9,234	$	90
Gross profit	$	1,152,651	$	1,074,074
Total operating expenses	$	988,338	$	961,164
Net Income	$	174,331	$	104,285

Balance Sheet Data:

	Asof December31, 2009		Asof September30, 2010
Total assets	$	3,189,343	$	2,133,476
Total liabilities	$	3,101,382	$	1,807,190
Working capital (deficit)	$	87,961	$	(1,476,561	)
Shareholders' Equity	$	87,961	$	326,286

Capitalization:

The following tables set forth our capitalization as of September 30, 2010 on an unaudited basis. The tables should be read in conjunction with our pro forma and consolidated financial statements and related notes included elsewhere in this prospectus.

	September 30, 2010		September 30, 2010
	(pro forma)		(consolidated)
Current Liabilities	$	1,807,190	$	1,807,190
Shareholders' equity:
Preferred Stock; 5,000,000 authorized;  none issued and outstanding	$	-0-	$	-0-
Common stock; $0.0001 par value; 100,000,000 shares authorized; 30,125,000 shares issued and outstanding	$	3,013	$	3,013
Additional paid-in capital	$	227,912	$	330,752
Accumulated deficit	$	22,770	$	7,479
Total shareholders’ equity	$	212,528	$	326,286
Total liabilities and shareholders’ equity	$	2,019,718	$	2,133,476

4

RISK FACTORS

You should carefully consider the risks described below as well as other information provided to you in this document, including information in the section of this document entitled “Information Regarding Forward Looking Statements.”  If any of the following risks actually occur, the Company’s business, financial condition or results of operations could be materially adversely affected, the value of the Company common stock could decline, and you may lose all or part of your investment.

Risks Related to Our Business and Industry

Our independent auditors have raised substantial doubt about our ability to continue as a going concern.

At September 30, 2010, we had a cash balance of approximately $201,829, working capital of approximately $491,629 and an accumulated deficit of approximately $22,770. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our ability to generate future revenues will depend on a number of factors, many of which are beyond our control. These factors include general economic conditions, interest rates, market acceptance of our products, and competitive efforts. Due to these factors, we cannot anticipate with any degree of certainty what our revenues will be in future periods. You have limited historical financial data and operating results with which to evaluate our business and our prospects.

Our substantial debt could negatively impact our business, prevent us from satisfying our debt obligations and adversely affect our financial condition.

We have a substantial amount of debt and have a working capital deficit.  At September 30, 2010, we had a note payable in the amount of $1,702,383 under our line of credit.  The note requires monthly payments of $100,000 plus interest.  The note bears interest at the thirty-day LIBOR plus 5.5%, is secured by cash held at the bank, accounts receivable, life insurance and is personally guaranteed by our chief executive officer.  The substantial amount of our debt could have important consequences, including the following:

• our ability to obtain additional financing for Consumer Loan assignments, working capital, debt refinancing or other purposes could be impaired;

• a substantial portion of our cash flows from operations will be dedicated to paying principal and interest on our debt, reducing funds available for other purposes;

• we may be vulnerable to interest rate increases, as some of our borrowings, including those under our revolving credit facility, bear interest at variable rates;

• we could be more vulnerable to adverse developments in our industry or in general economic conditions;

• we may be restricted from taking advantage of business opportunities or making strategic acquisitions; and

• we may be limited in our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate.

Our inability to accurately forecast and estimate the amount and timing of future collections could have a material adverse effect on results of operations.

Substantially all of the Consumer Loans assigned to us are made to individuals with impaired or limited credit histories or higher debt-to-income ratios than are permitted by traditional lenders. Consumer Loans made to these individuals generally entail a higher risk of delinquency, default and repossession and higher losses than loans made to consumers with better credit. Since most of our revenue and cash flows from operations are generated from these Consumer Loans, our ability to accurately forecast Consumer Loan performance is critical to our business and financial results. At the time of Consumer Loan acceptance or purchase, we forecast future expected cash flows from the Consumer Loan. Based on these forecasts, which include estimates for wholesale vehicle prices in the event of vehicle repossession and sale, we make an advance or cash payment to the related Auto Dealer at a level designed to achieve an acceptable return on capital. These forecasts also serve as a critical assumption in our accounting for recognizing finance charge income and determining our allowance for credit losses. If Consumer Loan performance equals or exceeds original expectations, it is likely our target return on capital will be achieved. However, actual cash flows from any individual Consumer Loan are often different than cash flows estimated at Consumer Loan inception. There can be no assurance that our forecasts will be accurate or that Consumer Loan performance will be as expected. Recent economic conditions have made forecasts regarding the performance of Consumer Loans more difficult. In the event that our forecasts are not accurate, our financial position, liquidity and results of operations could be materially adversely affected.

5

We may be unable to execute our business strategy due to current economic conditions.

Our financial position, liquidity and results of operations depend on management’s ability to execute our business strategy. Key factors involved in the execution of our business strategy include achieving our desired Consumer Loan assignment volume, continued and successful use of our “webware” and pricing strategy, the use of effective credit risk management techniques and servicing strategies, implementation of effective Consumer Loan servicing and collection practices, continued investment in technology to support operating efficiency and continued access to funding and liquidity sources. Our failure or inability to execute any element of our business strategy could materially adversely affect our financial position, liquidity and results of operations.

We may be unable to continue to access or renew funding sources and obtain capital needed to maintain and grow our business.

We use debt financing to fund new Consumer Loans.  We currently utilize a revolving secured line of credit with a commercial bank for our debt financing.  Some of our debt agreements impose requirements that we maintain specified financial measures not in excess of, or not below, specified levels.  A breach of any of the covenants in our debt instruments would result in an event of default thereunder if not promptly cured or waived. Any continuing default would permit the creditors to accelerate the related debt, which could also result in the acceleration of other debt containing a cross-acceleration or cross-default provision. In addition, an event of default under our revolving credit facility would permit the lenders thereunder to terminate all commitments to extend further credit under our revolving credit facility. Furthermore, if we were unable to repay the amounts due and payable under our revolving credit facility or other secured debt, the lenders thereunder could cause the collateral agent to proceed against the collateral securing that debt. In the event our creditors accelerate the repayment of our debt, there can be no assurance that we would have sufficient assets to repay that debt, and our financial condition, liquidity and results of operations would suffer.

The conditions of the U.S. and international capital markets may adversely affect lenders with which we have relationships, causing us to incur additional costs and reducing our sources of liquidity, which may adversely affect our financial position, liquidity and results of operations.

Turbulence in the global capital markets and the current economic slowdown or recession have resulted in disruptions in the financial sector and potentially affected lenders with which we have relationships. The current adverse conditions, the severity and duration of which are unknown, may increase our exposure to credit risk and adversely affect the ability of lenders to perform under the terms of their lending arrangements with us. Failure by our lenders to perform under the terms of our lending arrangements could cause us to incur additional costs that may adversely affect our liquidity, financial condition and results of operations.

Due to competition from traditional financing sources and non-traditional lenders, we may not be able to compete successfully.

The automobile finance market for consumers who do not qualify for conventional automobile financing is large and highly competitive. The market is served by a variety of companies including “buy here, pay here” dealerships. The market is also currently served by banks, captive finance affiliates of automobile manufacturers, credit unions and independent finance companies both publicly and privately owned. Many of these companies are much larger and have greater financial resources than are available to us, and many have long standing relationships with automobile dealerships. Providers of automobile financing have traditionally competed based on the interest rate charged, the quality of credit accepted, the flexibility of loan terms offered and the quality of service provided to dealers and consumers. There is potential that significant direct competition could emerge and that we may be unable to compete successfully. Additionally, if we are unsuccessful in maintaining and expanding our relationships with the Auto Dealers, we may be unable to accept Consumer Loans in the volume and on the terms that we anticipate.

6

We may not be able to generate sufficient cash flows to service our outstanding debt and fund operations and may be forced to take other actions to satisfy our obligations under such debt.

Our ability to make payments of principal and interest on indebtedness will depend in part on our cash flows from operations, which are subject to economic, financial, competitive and other factors beyond our control. We cannot assure you that we will maintain a level of cash flows from operations sufficient to permit us to meet our debt service obligations. If we are unable to generate sufficient cash flows from operations to service our debt, we may be required to sell assets, refinance all or a portion of our existing debt or obtain additional financing. There can be no assurance that any refinancing will be possible or that any asset sales or additional financing can be completed on acceptable terms or at all.

Interest rate fluctuations may adversely affect our borrowing costs, profitability and liquidity.

Our profitability may be directly affected by the level of and fluctuations in interest rates, whether caused by changes in economic conditions or other factors, which affect our borrowing costs. Our profitability and liquidity could be materially adversely affected during any period of higher interest rates. We monitor the interest rate environment and employ hedging strategies designed to mitigate the impact of increases in interest rates. We can provide no assurance, however, that hedging strategies will mitigate the impact of increases in interest rates.

Reduction in our credit rating could increase the cost of our funding from, and restrict our access to, the capital markets and adversely affect our liquidity, financial condition and results of operations.

Credit rating agencies evaluate us, and their ratings of our debt and creditworthiness are based on a number of factors. These factors include our financial strength and other factors not entirely within our control, including conditions affecting the financial services industry generally. In light of the difficulties facing the financial services industry and the financial markets, there can be no assurance that we will maintain our current ratings. Failure to maintain those ratings could, among other things, adversely limit our access to the capital markets and affect the cost and other terms upon which we are able to obtain financing.

We may incur substantially more debt and other liabilities. This could exacerbate further the risks associated with our current debt levels.

We may be able to incur substantial additional debt in the future. Although the terms of our debt instruments contain restrictions on our ability to incur additional debt, these restrictions are subject to exceptions that could permit us to incur a substantial amount of additional debt. In addition, our debt instruments do not prevent us from incurring liabilities that do not constitute indebtedness as defined for purposes of those debt instruments. If new debt or other liabilities are added to our current debt levels, the risks associated with our having substantial debt could intensify.

The regulation to which we are or may become subject could result in a material adverse effect on our business.

Our business is subject to laws and regulations including the Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act and other various state and federal laws and regulations. These laws and regulations, among other things, require licensing and qualification; limit interest rates, fees and other charges associated with the Consumer Loans assigned to us; require specified disclosures by Auto Dealers to consumers; govern the sale and terms of ancillary products; and define the rights to repossess and sell collateral.  Our failure or any Auto Dealer’s failure to comply with these laws or regulations could have a material adverse effect on us by, among other things, limiting the jurisdictions in which we may operate, restricting our ability to realize the value of the collateral securing the Consumer Loans, making it more costly or burdensome to do business or resulting in potential liability. The volume of new or modified laws and regulations has increased in recent years and has increased significantly in response to issues arising with respect to consumer lending. From time to time, legislation and regulations are enacted which increase the cost of doing business, limit or expand permissible activities or affect the competitive balance among financial services providers. Proposals to change the laws and regulations governing the operations and taxation of financial institutions and financial services providers are frequently made in the U.S. Congress, in state legislatures and by various regulatory agencies. This legislation may change our operating environment in substantial and unpredictable ways and may have a material adverse effect on our business.

7

Our Auto Dealers must also comply with credit and trade practice statutes and regulations. Failure of our Auto Dealers to comply with these statutes and regulations could result in consumers having rights of rescission and other remedies that could have a material adverse effect on us.

Adverse changes in economic conditions, the automobile or finance industries, or the non-prime consumer market could adversely affect our financial position, liquidity and results of operations, the ability of key vendors that we depend on to supply us with services, and our ability to enter into future financing transactions.

As a result of the consumer-oriented nature of the industry in which we operate and uncertainties with respect to the application of various laws and regulations in some circumstances, we are subject to various consumer claims and litigation seeking damages and statutory penalties, based upon, among other things, usury, disclosure inaccuracies, wrongful repossession, violations of bankruptcy stay provisions, certificate of title disputes, fraud and breach of contract. As the assignee of Consumer Loans originated by Auto Dealers, we may also be named as a co-defendant in lawsuits filed by consumers principally against Auto Dealers. We may also have disputes and litigation with Auto Dealers relating to our dealer servicing and related agreements, including claims for, among other things, breach of contract or other duties purportedly owed to the Auto Dealers. The damages and penalties that may be claimed by consumers or Auto Dealers in these types of matters can be substantial. The relief requested by the plaintiffs varies but may include requests for compensatory, statutory and punitive damages, and plaintiffs may seek treatment as purported class actions. A significant judgment against us in connection with any litigation or arbitration could have a material adverse effect on our financial position, liquidity and results of operations.

Our reputation is a key asset to our business, and our business may be affected by how we are perceived in the marketplace.

Our reputation is a key asset to our business. Our ability to attract consumers through our Auto Dealers is highly dependent upon external perceptions of our level of service, trustworthiness, business practices and financial condition. Negative publicity regarding these matters could damage our reputation among existing and potential consumers and Auto Dealers, which could make it difficult for us to attract new consumers and Auto Dealers and maintain existing Auto Dealers. Adverse developments with respect to our industry may also, by association, negatively impact our reputation or result in greater regulatory or legislative scrutiny or litigation against us.

Failure to properly safeguard confidential consumer information could subject us to liability, decrease our profitability and damage our reputation.

If third parties or our team members are able to breach our network security or otherwise misappropriate our customers’ personal information or loan information, or if we give third parties or our team members improper access to our customers’ personal information or loan information, we could be subject to liability. This liability could include identity theft or other similar fraud-related claims. This liability could also include claims for other misuses or losses of personal information, including for unauthorized marketing purposes. Other liabilities could include claims alleging misrepresentation of our privacy and data security practices.

Natural disasters, acts of war, terrorist attacks and threats or the escalation of military activity in response to these attacks or otherwise may negatively affect our business, financial condition and results of operations.

Natural disasters, acts of war, terrorist attacks and the escalation of military activity in response to these attacks or otherwise may have negative and significant effects, such as imposition of increased security measures, changes in applicable laws, market disruptions and job losses. These events may have an adverse effect on the economy in general. Moreover, the potential for future terrorist attacks and the national and international responses to these threats could affect the business in ways that cannot be predicted. The effect of any of these events or threats could have a material adverse effect on our business, financial condition and results of operations.

The Company is dependent on its management team and the unexpected loss of any key member of the team may prevent the Company from implementing the Company’s business plan in a timely manner, or at all.

The Company’s success depends upon the continued contributions of our executive officers.  The loss of their services would have an adverse affect on the Company’s business and may prevent the Company from implementing the Company’s business plan in a timely manner, or at all.  We do not have any employment agreements with any of our employees.

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The Company’s failure to retain and attract qualified personnel could harm the Company’s business.

The Company’s success depends on the Company’s ability to attract, train and retain qualified personnel.  Competition for qualified personnel is intense and the Company may not be able to hire sufficient personnel to achieve the Company’s goals or support the anticipated growth in the Company’s business.  The market for the personnel the Company requires is competitive.  If the Company fails to attract and retain qualified personnel, the Company’s business will suffer.

The infringement of our trademarks and other intellectual property, or the erosion of our brand, could substantially harm our business.

The Lender to Lender trademark and our webware software are vital to maintaining our brand awareness and competitive position. Protecting our intellectual property rights and combating unlicensed copying of our marks and intellectual property can be difficult and costly. This is because we may be required to initiate litigation or other action to enforce our rights or establish their validity.  Our webware software is not patent protected.  As we expand our brand, protecting our intellectual property rights may be more challenging, because we may expand to countries where laws are less protective of these rights. We devote resources to the establishment and protection of these trademarks and proprietary rights. However, these measures may be inadequate to prevent imitation of our products and concepts by others. If we are unable to protect our marks, brand and intellectual property, or if our brand becomes confused with the business of our competitors, our business could suffer substantially.

Risks Related to Our Intended Franchise Business

We currently have no franchisees and if we are unable to sell franchises we may be unable to expand our revenue base.

To expand our business and increase our revenues, we intend to identify franchise opportunities. To date we do not have any franchisees and our franchise system is unproven. Our ability to expand successfully will depend on a number of factors, many of which are beyond our control. Among other things, we must:

· attract and retain qualified franchisees;

· recruit, train and retain qualified corporate personnel and management;

· create customer awareness of our products;

· compete in our markets; and

· adjust to general economic conditions.

In addition, our franchisees must:

· locate suitable territories in new and existing markets;

· obtain acceptable financing for commencing operations; and

· obtain and maintain required local and state governmental approvals and permits related to the operation of their business.

Future revenues may be adversely impacted.  Deteriorating national and global economic conditions have negatively impacted the ability of our franchisees to obtain financing for new franchises, and these conditions may worsen.In addition, the disruptions in credit and other financial markets caused by deteriorating national and international economic conditions have caused franchisees to experience great difficulty over the past 24 months in obtaining new credit on reasonable terms and extensions of existing credit. If these conditions continue, they could further impair our ability to attract suitable franchisees, making it difficult or impossible for us, to develop our franchise business.

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We will rely on the accuracy of the unaudited financial information we receive from our franchisees, over which we do not have direct supervision or control and which we may or may not routinely audit.

Under our franchise agreements, the franchisees will be required to report financial and other data to us, including their revenues and results of operations.  We will rely on franchisee data to make important business decisions.  However, we may not routinely audit the information that the franchisees report to us, and we do not have direct supervision over the reporting of the franchisees.  Therefore, we will be unable to ensure that the data reported by the franchisees is accurate.  If the data reported by our franchisees is not accurate, it may cause determinations made by us in reliance on the reported data to be inaccurate and may result in less informed business decisions by management.

Franchise regulations could limit the ability to terminate or replace unproductive franchises, which could result in lower franchise royalties.

Applicable laws may delay or prevent the termination of an unproductive franchise or the withholding of our consent to renew or transfer a franchise, which could result in lower franchise royalties.  As a franchisor, we are subject to federal, state and international laws regulating the offer and sale of franchises.  These laws also frequently apply substantive standards to the relationship between franchisor and franchisee and limit the ability of a franchisor to terminate or refuse to renew a franchise.  Compliance with federal, state and international franchise laws can be costly and time consuming, and we cannot be certain that we will not encounter delays, expenses or other difficulties in this area.  Further, the nature and effect of any future legislation or regulation of our franchise operations cannot be predicted.

Our franchisees may take actions that could harm our business.

We provide training and support to franchisees, but the quality of their operations may be diminished by any number of factors beyond our control.  Our franchisees are independent contractors and are not our employees and may not have the business acumen or financial resources necessary to operate successful franchises in their franchise areas.  Consequently, franchisees may not operate their businesses in a manner consistent with our standards and requirements or may not hire and train qualified managers and other personnel.  If franchisees do not adequately manage their operations, our image and reputation, and the image and reputation of other franchisees, may suffer materially, and system-wide sales could significantly decline.

If we fail to comply with FDD registration requirements in certain states our growth prospects will be adversely affected.

While the majority of U.S. states do not require state specific franchise disclosure document (FDD) registration, we are required to register our FDD in 13 states in order to market franchises.  Of the 13 states that require registration, our FDD is currently registered in Michigan. If we choose to register in additional states that require registration, there is no certainty that we will be approved to sell franchises in those states.  If we are unable to register in any of these states, our market may be limited.  While we are currently authorized to sell franchises in 37 states, in order to sell the franchise in additional states, we will need to register in those states.

Risks Related to this Offering

The Company arbitrarily determined the offering price and terms of the Shares offered through this Prospectus.

The price of the Shares has been arbitrarily determined and bears no relationship to the assets or book value of the Company, or other customary investment criteria. No independent counsel or appraiser has been retained to value the Shares, and no assurance can be made that the offering price is in fact reflective of the underlying value of the Shares offered hereunder. Each prospective investor is therefore urged to consult with his or her own legal counsel and tax advisors as to the offering price and terms of the Shares offered hereunder.

The Shares are an illiquid investment and transferability of the Shares is subject to significant restriction.

There is presently no market for the Shares, and we cannot be certain that a public market will become available, or that there will be sufficient liquidity to allow for sale or transferability of the shares within the near future. Therefore, the purchase of the Shares must be considered a long-term investment acceptable only for prospective investors who are willing and can afford to accept and bear the substantial risk of the investment for an indefinite period of time. There is not a public market for the resale of the Shares. A prospective investor, therefore, may not be able to liquidate its investment, even in the event of an emergency, and Shares may not be acceptable as collateral for a loan.

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Our shares are subject to the U.S. “Penny Stock” Rules and investors who purchase our shares may have difficulty re-selling their shares as the liquidity of the market for our shares may be adversely affected by the impact of the “Penny Stock” Rules.

Our stock is subject to U.S. “Penny Stock” rules, which may make the stock more difficult to trade on the open market. Our common shares are not currently traded on the OTCBB, but it is the Company’s plan that the common shares be quoted on the OTCBB. A “penny stock” is generally defined by regulations of the U.S. Securities and Exchange Commission (“SEC”) as an equity security with a market price of less than US$5.00 per share. However, an equity security with a market price under US$5.00 will not be considered a penny stock if it fits within any of the following exceptions:

(i) the equity security is listed on NASDAQ or a national securities exchange;

(ii) the issuer of the equity security has been in continuous operation for less than three years, and either has (a) net tangible assets of at least US$5,000,000, or (b) average annual revenue of at least US$6,000,000; or

(iii) the issuer of the equity security has been in continuous operation for more than three years, and has net tangible assets of at least US$2,000,000.

Our common stock does not currently fit into any of the above exceptions. If an investor buys or sells a penny stock, SEC regulations require that the investor receive, prior to the transaction, a disclosure explaining the penny stock market and associated risks. Furthermore, trading in our common stock will be subject to Rule 15g-9 of the Exchange Act, which relates to non-NASDAQ and non-exchange listed securities. Under this rule, broker/dealers who recommend our securities to persons other than established customers and accredited investors must make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to a transaction prior to sale. Securities are exempt from this rule if their market price is at least $5.00 per share.

Since our common stock is currently deemed penny stock regulations, it may tend to reduce market liquidity of our common stock, because they limit the broker/dealers’ ability to trade, and a purchaser’s ability to sell, the stock in the secondary market.

The low price of our common stock has a negative effect on the amount and percentage of transaction costs paid by individual shareholders. The low price of our common stock also limits our ability to raise additional capital by issuing additional shares. There are several reasons for these effects. First, the internal policies of certain institutional investors prohibit the purchase of low-priced stocks. Second, many brokerage houses do not permit low-priced stocks to be used as collateral for margin accounts or to be purchased on margin. Third, some brokerage house policies and practices tend to discourage individual brokers from dealing in low-priced stocks. Finally, broker’s commissions on low-priced stocks usually represent a higher percentage of the stock price than commissions on higher priced stocks. As a result, the Company’s shareholders may pay transaction costs that are a higher percentage of their total share value than if our share price were substantially higher.

Our chief executive officer owns approximately 99% of our outstanding common shares and as majority shareholder, is able to control voting on issues and actions that may not be beneficial or desired by other shareholders.

As of the date of this registration statement, our chief executive officer owns approximately 99% of the issued and outstanding common stock. Accordingly, our chief executive officer could elect all directors, and dissolve, merge or sell our assets or otherwise direct our affairs. This concentration of ownership may have the effect of delaying, deferring or preventing a change in control; impede a merger, consolidation, takeover or other business combination involving the Company, which, in turn, could depress the market price of our common stock.

The exercise of the warrants and options could negatively affect the market price for our common stock and would cause dilution to existing shareholders.

In the event that a market for our common stock develops, to the extent that holders of the warrants exercise such convertible securities and then sell the underlying shares of common stock in the open market, our common stock price may decrease due to the additional shares in the market.  Furthermore, any exercise of options or warrants will cause dilution to existing shareholders.

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The issuance of preferred stock could change control of the company.

Our articles of incorporation authorize the Board of Directors, without approval of the shareholders, to cause shares of preferred stock to be issued in one or more series, with the numbers of shares of each series to be determined by the Board of Directors. Our articles of incorporation further authorize the Board of Directors to fix and determine the powers, designations, preferences and relative, participating, optional or other rights (including, without limitation, voting powers, preferential rights to receive dividends or assets upon liquidation, rights of conversion or exchange into common stock or preferred stock of any series, redemption provisions and sinking fund provisions) between series and between the preferred stock or any series thereof and the common stock, and the qualifications, limitations or restrictions of such rights. In the event of issuance, preferred stock could be used, under certain circumstances, as a method of discouraging, delaying or preventing a change of control of our company. Although we have no present plans to issue additional series or shares of preferred stock, we can give no assurance that we will not do so in the future.

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FORWARD-LOOKING STATEMENTS

Some of the statements contained in this Registration Statement that are not historical facts are “forward-looking statements” which can be identified by the use of terminology such as “estimates,” “projects,” “plans,” “believes,” “expects,” “anticipates,” “intends,” or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Registration Statement, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:

· our growth strategies;

· anticipated trends in our business;

· our future results of operations;

· our ability to make or develop and maintain dealer agreements;

· our liquidity and ability to finance our operations;

· the impact of government regulation;

· estimates regarding future net revenues;

· planned capital expenditures (including the amount and nature thereof);

· our financial position, business strategy and other plans and objectives for future operations;

· competition;

· the ability of our management team to execute its plans to meet its goals;

· general economic conditions, whether internationally, nationally or in the regional and local market areas in which we are doing business, that may be less favorable than expected; and

· other economic, competitive, governmental, legislative, regulatory, geopolitical and technological factors that may negatively impact our businesses, operations and pricing.

All written and oral forward-looking statements made in connection with this Form S-1 that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.

USE OF PROCEEDS

This prospectus relates to shares of our common stock that may be offered and sold from time to time by the selling stockholders. We will not receive any proceeds from the sale of shares of common stock in this offering. The Company will receive up to $1,390,000 in the event the warrants and options are exercised. The proceeds, if any, will be used for general working capital purposes.

DETERMINATION OF OFFERING PRICE

The pricing of the Shares has been arbitrarily determined and established by the Company. No independent accountant or appraiser has been retained to protect the interest of the investors. No assurance can be made that the offering price is in fact reflective of the underlying value of the Shares. Each prospective investor is urged to consult with his or her counsel and/or accountant as to offering price and the terms and conditions of the Shares. Factors to be considered in determining the price include the amount of capital expected to be required, the market for securities of entities in a new business venture, projected rates of return expected by prospective investors of speculative investments, the Company’s prospects for success and prices of similar entities.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes appearing in this registration statement. Some of the information contained in this discussion and analysis or set forth elsewhere in this registration statement, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” in this registration statement for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

While Lender to Lender Franchise Inc. was organized in July 2010, LLFI and LLFS were organized in 2002 and 2008, respectively.  On August 12, 2010, Lender to Lender Franchise Inc. completed its acquisition of LLFI and LLFS.  For accounting purposes, this business combination has been treated as a stock acquisition with Lender to Lender Franchise Inc. as the acquirer.  The following discussion and analysis addresses the major factors that affected our operations and financial condition reflected in our unaudited pro forma combined financial statements for the year ended December 31, 2009 and December 31, 2008 and nine-month period ended September 30, 2010. This discussion is intended to supplement and highlight information contained in, and should be read in conjunction with, our financial statements and related notes and the selected financial data presented elsewhere in this prospectus.

The Company, through LLFI, has entered into multiple servicing agreements with Auto Dealers where the Company advances the dealer a percentage of the face amount of the Consumer Loan the Auto Dealer makes to its customers and takes assignment of the underlying loan as collateral.  The percentage of the face amount that is advanced is computed by the Company’s proprietary web-based software on a customer-by-customer basis.  The Company charges a 20% service fee on each payment collected from the customer; the remaining payment in excess of the service fee is applied to the loan’s outstanding principal balance.  In the event that collections on a loan exceed the original loan advance, the Company retains its service fee and the excess balance is due back to the dealer.  The dealers guarantee the collection of the loan advances.  Collections in excess of the advances on one loan may be offset against unpaid advances with that Auto Dealer’s loan pool.

Significant Accounting Policies

Our consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America applied on a consistent basis. The preparation of these financial statements requires us to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We evaluate these estimates and assumptions on an ongoing basis. We base these estimates on the information currently available to us and on various other assumptions that we believe are reasonable under the circumstances. Actual results could vary materially from these estimates under different assumptions or conditions.

We believe that the following critical accounting policies affect the more significant estimates and assumptions used in the preparation of our financial statements.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.  If we fail to recognize impairment in value on a timely basis our assets and/or liabilities may be overstated and our income may be overstated.

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Consumer Loans

The Company follows an approach similar to ASC Topic 310 in determining its allowance for credit losses. The allowance is maintained at an amount that reduces the net asset value (dealer loan balance less the allowance) to the discounted value of future cash flows.  The allowance for credit losses is comprised of estimated future collections on the loans to consumers, less any estimated dealer holdback payments.  In estimating future collections and dealer holdback payments for each nonaffiliated dealer, the Company considers a dealer’s actual collection and loss data on a static pool basis and also considers the Company’s historical loss and collection experience.  The Company’s collection forecast for each dealer is updated monthly and considers the most recent static pool data available for each dealer.

Cash flows from any individual dealer loan are often different than estimated cash flows and dealer loan inception.  If such a difference is favorable, the difference is recognized into income over the life of the dealer loan through a yield adjustment.  If such a difference is unfavorable, a provision for credit losses is recorded as a current period expense and a corresponding allowance for credit loss is established.  Because differences between estimated cash flows at inceptions and actual cash flows can occur often, an allowance is required for a significant portion of the Company’s dealer loan portfolio.  Allowance for credit loss does not necessarily indicate that a dealer loan is unprofitable, and in recent years very seldom are cash flows from a dealer loan portfolio insufficient to repay the initial amounts advance to the dealer.  If a positive revision occurs to the estimated cash flows for a dealer loan pool that has an allowance for credit loss recorded, the allowance is reversed up to the lesser of the amount of the positive revision or allowance.  If we fail to properly adjust the loan allowance account our net income and assets may be incorrect and could be overstated or understated.

Pro Forma Combined Results of Operations—2009 Compared to 2008

Revenues

Revenues totaled $1,161,885 in 2009 compared to $481,560 in 2008, an increase of $680,325 or 141%.  Revenues in 2008 were derived from Consumer Loans, warranty and starter device sales and in 2009 were derived from Consumer Loans and warranty and starter device sales.  The increase in revenues was due to our access to capital under a line of credit which commenced in March 2008.  The majority of our Consumer Loans were funded through the line of credit which expired in September 2010.  We are expecting that 2011 will be a challenging year as our current line of credit expired in September 2010 and we are currently negotiating a renewal or extension with the bank.  We currently have approximately 13 active dealer services agreements.

Costs of goods sold totaled $9,234 in 2009 as compared to $215,664 in 2008, a decrease of $206,430.  This decrease was primary due to a reduction in the sale of starter-interrupter devices and warranties in 2009 due to a reduction in new Consumer Loans.

Expenses

Total expenses were $988,338 during 2009 compared to $1,119,570 in 2008, a decrease of $131,232, or 13%.The decrease was primarily attributable to a reduction in personnel and interest expense. The total number of personnel averaged 10 during 2009 compared to 11 in 2008.

Gross Profit

Gross profit increased by $886,775, or 333%, from $265,896 in 2008 to $1,152,651 in 2009.  As discussed above, the increase was principally due to our access to capital under the line of credit which expired in September 2010.

Pro Forma Combined Results of Operations— Nine Months Ended September 30, 2010

Revenues

Revenues totaled $1,074,164 for the nine month period ended September 30, 2010. Revenues were derived from Consumer Loans.

Expense

Expenses were $961,164 for the nine months ended September 30, 3010, which primarily consisted of employee wages and benefits ($363,659), interest expense ($114,334) and professional fees ($58,480).  Professional fees were primarily due to the costs of our business combination and preparations for going public. The total number of personnel averaged 7 during the nine months ended September 30, 2010.

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Liquidity and Capital Resources

At September 30, 2010, we had a cash balance of approximately $201,828, working capital deficit of $491,629 and an accumulated deficit of $22,770. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Due to our financial condition, the report of our independent registered public accounting firm on our July 31, 2010 audited financial statements includes an explanatory paragraph indicating that these conditions raise substantial doubt about our ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of these uncertainties.

Our primary source of liquidity is cash provided by operations and our line of credit.  During March 2008, we entered into a credit agreement with a commercial bank that provided for up to a $5 million revolving line of credit. The credit facility expired on September 30, 2010.  The amount due under the line of credit at September 30, 2010 is $1,702,383.  We are currently paying interest only on the balance of the line of credit (approximately $8,000 per month) and are negotiating a renewal or extension of the line of credit with the bank.  In accordance with generally accepted accounting principles (GAAP), amounts drawn on our revolving credit facility are shown as debt due within one year. We continue to seek alternative debt and equity financing.  However, the Company cannot provide any assurances that it will be able to extend its line of credit or obtain alternative adequate financing. If the Company is unable to obtain adequate financing or increase its operating revenues, it may reduce its operating activities until sufficient funding is secured or revenues are generated to support operating activities.

Recently, the capital and credit markets have become volatile as a result of adverse conditions that have caused the failure or near failure of a number of large financial services companies. If the capital and credit markets continue to experience volatility and the availability of funds remains limited, it is possible that our ability to access the capital and credit markets may be limited at a time when we would like or need to do so, which could have an impact on our ability to fund our operations, refinance maturing debt or react to changing economic and business conditions. At this time, we believe that our available short-term and long-term capital resources are sufficient to fund our working capital requirements, scheduled debt payments, interest payments, capital expenditures, income tax obligations, anticipated dividends to our stockholders, and anticipated share repurchases for the foreseeable future.

As reflected under LLFI’s consolidated financial statements, net cash provided by operating activities was $(711,881) in 2008 and $239,464 in 2009.  Net cash provided by operating activities was $4,247 for in the period from inception to September 30, 2010. The increase in operating cash flows is primarily attributable to additional lending during 2009.

As reflected under LLFI’s consolidated financial statements, net cash used by investing activities for the year ended December 31, 2009 was $1,050,942, which consisted of advances and payments on Consumer Loans of approximately $487,456, advances and payments on notes receivable-related party of approximately $655,100 and the purchase of equipment of approximately $91,614.  The note receivable relates to loans to a related entity.  The equipment was primarily automobiles.  We do not expect any material purchase of equipment during 2011. Net cash used by investing activities for the year ended December 31, 2008 was $(1,210,531), which consisted of advances and payments on Consumer Loans of approximately ($1,559,855), advances and payments on notes receivable-related party of approximately $356,665 and purchase of equipment of approximately $7,341.  The equipment was primarily computers and office equipment. Net cash used by investing activities for the period from inception through September 30, 2010 was $337,582, which primarily consisted of advances and payments on Consumer Loans of approximately $201,728, payments on notes receivable-related party of approximately $28,862 and cash acquired and acquisition of LLFI and LLFS of $106,992.

As reflected under LLFI’s consolidated financial statements, net cash used by financing activities was $2,001,454 in 2008 and $(1,266,228) in 2009. The use of cash for financing activities in 2008 primarily consisted of $2,312,895 in under our line of credit and $(311,441) in member draws to members of LLFI.   The use of cash for financing activities in 2009 primarily consisted of $(1,171,000) from the pay down of our line of credit and $(95,228) in member draws.

During the three months ended September 30, 2010, the Company accepted an aggregate of $25,000 from 50 investors to subscribe for 125,000 of our common shares under a private placement memorandum. The Company netted $25,000 in proceeds from the subscription, as no commissions were paid in connection with the offering.

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Sales of Equity Securities

In September 2010, we accepted subscriptions from the sale of shares of our common stock to investors. The funds received from the sale of our common stock have been used for operational purposes. We have received funded subscriptions as follows:

Table of funded subscriptions, less selling expenses

Common Stock Proceeds		Selling Expenses		Net Proceeds
$	25,000	$	0	$	25,000

Concentration of Risk

All Consumer Loans are originated in Michigan. To the extent that laws and regulations are passed that affect our ability to offer Consumer Loans or the manner in which we offer loans in Michigan, our financial position, results of operations and cash flows could be adversely affected.

Impact of Inflation

We do not believe that inflation has a material impact on our income or operations.

Seasonality

Our business is not seasonal.

Material Commitments

None.

Off Balance Sheet Arrangements

None.

Quantitative and Qualitative Disclosures about Market Risk

None.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

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BUSINESS

Organization and Overview

Lender to Lender Franchise, Inc., a Florida corporation, organized in July 2010, provides auto loans to consumers through a network of automobile dealers.  The Company principally operates through its wholly owned subsidiary, Lender to Lender Financing, LLC, a Michigan limited liability company (“LLFI”).  LLFI has been in operations since 2002.  In addition, through its wholly owned subsidiary, Lender to Lender Franchise System, LLC, a Michigan limited liability company (“LLFS”), the Company intends to franchise its automobile loan programs.  The Company acquired LLFI and LLFS on August 12, 2010 under a stock purchase agreement.  For accounting purposes, this business combination has been treated as a stock acquisition with the Company as the acquirer. The Company’s management has over 30 years experience in the automobile loan industry.

We had total assets of $2,019,718 at September 30, 2010.  From July 15, 2010 (inception) through September 30, 2010 we had total net revenues of $124,717 and net loss of $22,770.  At September 30, 2010 we had a working capital deficit of $491,629.  Our ability to continue as a going concern is dependent on increasing revenues from our loans.  In the event we are unable to generate additional revenues, we will be dependent upon third party financing.  We cannot provide any reasonable assurances that we will receive third party financing or in the event we obtain third party financing that the terms of such financing will be reasonable.

Our executive offices are located at 27322 Twenty Three Mile Road, Suite #5, Chesterfield, MI  48051; our telephone number is (586) 598-1634.  Our Website address is www.lendertolender.com.  Information contained on our Websites does not constitute a part of this prospectus.

The Auto Loan Industry

The automobile financing industry is the third-largest consumer finance market in the country, after mortgage debt and credit card revolving debt. This industry is served by such traditional lending sources as banks, savings and loans, and captive finance subsidiaries of automobile manufacturers, as well as by independent finance companies and buy-here pay-here dealers. In general, the industry is categorized according to the type of car sold (new versus used) and the credit characteristics of the borrower. Based on these credit characteristics, credit worthiness classifications have evolved generally ranging from A through D, with the D classification representing those customers being the least credit worthy. The C and D, or sub-prime segment, is comprised of customers who typically have limited credit histories, low incomes or past credit problems. Our company provides auto loans to the sub-prime segment.

Our Auto Loan Operations

Since 2002, LLFI has provided auto loans to consumers (“Consumer Loans”), regardless of their credit history. Our product is offered through a network of automobile dealers who benefit from sales of vehicles to consumers who otherwise could not obtain financing and from repeat and referral sales generated by these same customers.

We refer to dealers who participate in our programs and who share our commitment as “Auto Dealers”. Upon enrollment in our financing programs, the Auto Dealer enters into a dealer servicing agreement with us that defines the legal relationship between Lender Finance and the Auto Dealer. The dealer servicing agreement assigns the responsibilities for administering, servicing, and collecting the amounts due on Consumer Loans from the Auto Dealers to us. A consumer who does not qualify for conventional automobile financing can purchase a used vehicle from an Auto Dealer and finance the purchase through us. We are an indirect lender from a legal perspective, meaning the Consumer Loan is originated by the Auto Dealer and assigned to us.

Consumers and the Auto Dealers benefit from our programs as follows:

Consumers. Without our product, consumers are often unable to purchase a vehicle or they purchase an unreliable one. Further, as we report to a major credit-reporting agency, we believe an ancillary benefit of our program is that we provide a significant number of our consumers with an opportunity to improve their credit score and move on to more traditional sources of financing.

Auto Dealers. Our program increases Auto Dealers’ profits in the following ways:

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Enables the Auto Dealers to sell cars to consumers who may not be able to obtain financing without our program. In addition, consumers often become repeat customers by financing future vehicle purchases either through our program or, after they have successfully established or reestablished their credit, through conventional financing.

• Allows the Auto Dealers to share in the profit, not only from the sale of the vehicle, but also from its financing.

• Enables the Auto Dealers to attract consumers who mistakenly assume they do not qualify for conventional financing.

Loan Programs

Overview

We have two dealer loan (“Dealer Loan”) programs: the Pooling Program and the Recourse Program. Under the Pooling Program, we advance money to Auto Dealers in exchange for the right to service the underlying Consumer Loan; all advances are supported by the consumer receivables under one account with the Auto Dealer. Under the Recourse Program, we advance money to Auto Dealers in exchange for the right to service the underlying Consumer Loan and all advances are supported by Auto Dealer on a contract-by-contract basis.  The secured Consumer Loans are generally payable over three years at interest rates of approximately 22% or the maximum rate permitted under state law and require a down payment from the consumer of approximately 10% of the value of the automobile.  The maximum Consumer Loan is less than $15,000.  We currently have active dealer service agreements with approximately 13 Auto Dealers.  While all of our Auto Dealers are currently in Michigan, we are licensed to provide Consumer Loans in Michigan and Florida.

Program Enrollment

The Auto Dealers that enroll in our programs have two enrollment options available to them. The first enrollment option allows the Auto Dealers to assign Consumer Loans under the Pooling Program and requires completion of the pooling dealer agreement. If the Auto Dealer qualifies, the second enrollment option allows the Auto Dealers to assign individual Consumer Loans under the Recourse Program and requires completion of individual recourse dealer agreements.  The pooling dealer agreement and recourse dealer agreement are sometimes referred to as a “dealer servicing agreement”.  Advances are based on our proprietary “webware” that will give the Auto Dealer the probability of repayment based on historical facts.

Pooling Program

Under our Pooling Program all of our advances to Auto Dealers are accounted for under one account.  As payment for the vehicle, the Auto Dealer generally receives the following:

• a down payment from the consumer;

• a cash advance from us of up to 70% of the principal amount to be financed; and

• after the cash advance has been recovered by us, the cash from payments made on the Consumer Loan, net of certain collection costs and our servicing fee.

Cash advanced to the Auto Dealers is automatically assigned to the originating Auto Dealer’s open pool of advances.  All advances due from an Auto Dealer are secured by the future collections on the Auto Dealer’s portfolio of Consumer Loans assigned to us. We perfect our security interest in the Dealer Loans by taking possession of the Consumer Loans, which list us as lien holder on the vehicle title.

The dealer servicing agreement provides that collections received by us during a calendar month on Consumer Loans assigned by the Auto Dealer are applied on a pool-by-pool basis as follows:

• First, to reimburse us for certain collection costs;

• Second, to pay us our servicing fee, which generally equals 20% of collections;

• Third, to reduce the aggregate advance balance and to pay any other amounts due from the Auto Dealer to us; and

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• Fourth, to the Auto Dealer as payment.

Since typically the combination of the advance and the consumer’s down payment provides the Auto Dealer with a cash profit at the time of sale, the Auto Dealer’s risk in the Consumer Loan is limited. We cannot demand repayment of the advance from the Auto Dealer except in the event the Auto Dealer is in default of the dealer servicing agreement. Advances are made only after the consumer and Auto Dealer have signed a Consumer Loan contract, we have received the original Consumer Loan contract and supporting documentation, and we have approved all of the related stipulations for funding.

For accounting purposes, the transactions described under the Pooling Program are not considered to be loans to consumers. Instead, our accounting reflects that of a lender to the Auto Dealer. The classification as a Dealer Loan for accounting purposes is primarily a result of (1) the Auto Dealer’s financial interest in the Consumer Loan and (2) certain elements of our legal relationship with the Auto Dealership.

Individual Recourse Program

Under our Recourse Program, each advance Consumer Loan is segregated.

As payment for the vehicle, the Auto Dealer generally receives the following:

• a down payment from the consumer;

• a cash advance from us up to 70% of the principal amount to be advanced; and

• after the advance has been recovered by us, the cash from payments made on the Consumer Loan, net of certain collection costs and our servicing fee.

Cash advanced to Auto Dealers is automatically assigned to the originating Auto Dealer’s open pool of advances. All advances due from an Auto Dealer are secured by the future collections on the Auto Dealer’s portfolio of Consumer Loans assigned to us. We perfect our security interest in the Dealer Loans by taking possession of the Consumer Loans, which list us as lien holder on the vehicle title. In the event of default of a Consumer Loan, the dealer must reimburse Lender to Lender with 48 hours of notice.

The dealer servicing agreement provides that collections received by us during a calendar month on Consumer Loans assigned by an Auto Dealer are applied on an individual consumer basis as follows:

• First, to reimburse us for certain collection costs;

• Second, to pay us our servicing fee, which generally equals 20% of collections;

• Third, to reduce the advance balance and to pay any other amounts due from the Auto Dealer to us; and

• Fourth, to the Auto Dealer as payment.

Since typically the combination of the advance and the consumer’s down payment provides the Auto Dealer with a cash profit at the time of sale, the Auto Dealer’s risk in the Consumer Loan is limited. Unless, however, the consumer defaults on the loan, we will demand repayment of the advance along with any other costs from the Auto Dealer. Advances are made only after the consumer and Auto Dealer have signed a Consumer Loan contract, we have received the original Consumer Loan contract and supporting documentation, and we have approved all of the related stipulations for funding. Advances are based on our proprietary webware that will give the Auto Dealer the probability of repayment based on historical facts.

Dealer Servicing Agreements

General

We principally derive our revenues under dealer servicing agreements from charges, which are comprised of: (1) servicing fees earned as a result of servicing Consumer Loans assigned to us by Auto Dealers under the dealer servicing agreements (approximately 20% of collections on Customer Loans) and (2) administration fee of approximately $595 associated with each Consumer Loan.

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Servicing

We select potential Auto Dealers using various criteria to compare and measure each Auto Dealer against other Auto Dealers in their area as well as the top performing Auto Dealers. We generally offer our Programs to Auto Dealers that are licensed, insured and bonded and that can provide us with two years of tax returns.

Once an Auto Dealer has enrolled in our programs, the Auto Dealer may begin assigning Consumer Loans to us. For accounting purposes, a Consumer Loan is considered to have been assigned to us after all of the following has occurred:

• the consumer and Auto Dealerships have signed a Consumer Loan contract;

• we have received the original Consumer Loan contract and supporting documentation;

• we have verified all of the related stipulations for funding; and

• we have provided funding to the Auto Dealer in the form of either an advance or a Dealer Loan.

A Consumer Loan is originated by the Auto Dealer when a consumer enters into a contract with an Auto Dealer that sets forth the terms of the agreement between the consumer and the Auto Dealer for the payment of the purchase price of the vehicle. The amount of the Consumer Loan consists of the total principal and interest that the consumer is required to pay over the term of the Consumer Loan. In the majority of states, Consumer Loans are written on a contract form by the dealer. Although the Auto Dealer is named in the Consumer Loan contract, the Auto Dealer generally does not have legal ownership of the Consumer Loan for more than a moment and we, not the Auto Dealer, are listed as lien holder on the vehicle title.

Consumers are obligated to make payments on the Consumer Loan directly to us, and any failure to make such payments will result in us pursuing payment through collection efforts. We provide customers with payment books which gives the customer the option of making payments by check or by electronic transfer. At the date of this prospectus, approximately 65% of customers make payment via electronic transfer. A monthly statement is made available to Auto Dealers from us summarizing all activity on Consumer Loans assigned by such Auto Dealer.

All Consumer Loans submitted to us for assignment are processed through our very own proprietary web based software “webware”. The webware was developed over time by taking all of the contracts that LLFI advanced against and verifying all of the information that was originally submitted. By doing so we were able to develop our own probability of repayment calculation from actual facts and collection history. The webware offers 110 different fields to be completed by the dealer to then give the dealer a foundation of whether or not they should or shouldn’t deliver the vehicle. The decision is ultimately up to the dealership to deliver the vehicle to the customer, we believe that the webware makes the difference in the dealer making a decision that benefits them, the customer and our company.

Our business model allows us to share the risk and reward of collecting on the Consumer Loans with the Auto Dealers. Such sharing is intended to motivate the Auto Dealer to assign better quality Consumer Loans, follow our underwriting guidelines, comply with legal regulations, meet our credit compliance requirements, and provide appropriate service and support to the consumer after the sale.

The typical dealer servicing agreement may be terminated by us or by the Auto Dealer upon written notice. We may terminate the dealer servicing agreement immediately in the case of an event of default by the Auto Dealer. In the event of a termination of the dealer servicing agreement by us, we may continue to service Consumer Loans assigned by Auto Dealers accepted prior to termination in the normal course of business.

Collections

Our collectors service Consumer Loans that are in the early stages of delinquency. Collection efforts typically consist of placing a call to the consumer within one day of the missed payment due date. These collectors, in addition to securing payment arrangements, locate consumers by finding new contact information to assist in their team’s collection efforts.

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The decision to repossess a vehicle is based on statistical models or policy based criteria. When a Consumer Loan is approved for repossession, the account is transferred to our repossession team. Repossession personnel continue to service the Consumer Loan as it is being assigned to a third party repossession contractor, who works on a contingency fee basis. Once a vehicle has been repossessed, the consumer can negotiate to redeem the vehicle, whereupon the vehicle is returned to the consumer in exchange for paying off the Consumer Loan balance; or, where appropriate, or if required by law, the vehicle is returned to the consumer and the Consumer Loan is reinstated in exchange for a payment that reduces or eliminates the past due balance. If neither process is successful, the vehicle is sold at a wholesale automobile auction. Prior to sale, the vehicle is usually inspected by our remarketing representatives who authorize repair and reconditioning work in order to maximize the net sale proceeds at auction.

If the vehicle sale proceeds are not sufficient to satisfy the balance owing on the Consumer Loan, the Consumer Loan is serviced by either: (1) our internal collection team, in the event the consumer is willing to make payments on the deficiency balance; or (2) our external collection team, if it is believed that legal action is required to reduce the deficiency balance owing on the Consumer Loan. Our external collection team generally assigns Consumer Loans to third party collection attorneys who work on a contingency fee basis. The third party collection attorneys then file a claim, and upon obtaining a judgment, garnish wages or other assets. Additionally, we may sell or assign Consumer Loans to third party collection companies.

Franchising Potential

Through LLFS we intend to offer franchises businesses which will provide financial services to automobile dealerships that will assist the dealerships in providing automobile loans to persons that would not otherwise qualify for auto loans, and ancillary products such as vehicle service contracts, starter interrupters, GPS starter interrupters/locators and short term financing and lending and related financial services through franchise locations. Our franchisees will offer products and financial services similar to those offered by LLFI. To date we have no franchisees.

The current initial franchise fee for a single franchise location with a specific geographic area ("Exclusive Area") is approximately $20,000. The Exclusive Area will be based on general market factors, demographic information and the number of automobile dealers and competitive businesses in the area and is payable upon the execution of a franchise agreement (the “Franchise Agreement”) with LLFS. All initial franchise fees are due and payable in full upon the signing of the Franchise Agreement. The franchise fees are non-refundable, except in three instances: (1) if a license or permit from a governmental agency is required in order for a franchisee to operate the franchised business and the agency refuses to grant you a license after franchisee has taken all possible steps to obtain the license, or (2) franchisee is unable to obtain a minimum line of credit of $5,000,000, or (3) LLFS decides to return all or a portion of the initial franchise fee as an economic incentive for a franchisee to franchise in a specific area, with the determination made on a case by case review of all relevant economic factors. The initial term of each franchise agreement will be 10 years and each agreement, subject to franchisee being in compliance with our franchise agreement and payment of a $5,000 fee, may be renewed for an additional 5 year term.

LLFS will provide each franchisee with access to our copyrighted and proprietary software for use with operation of its franchise. Our franchises will be licensed to use the trademark Lender to Lender Financing™ and our “webware” software. The initial charge for a license of this software is currently included in the franchise fee. The license to use the software, which is Internet based, will continue as long as the franchisee is in compliance with the Franchise Agreement. While there is no current charge, we reserve the right to charge for access to the software in the future to offset the cost of maintaining the web based application. In the event we enter into a Franchise Agreement, we currently intend to charge each franchisee a monthly royalty fee of the greater of $1,000 or between 2% and 7% of the franchisee’s monthly collections. Furthermore, our franchisees will be required to purchase certain products, such as auto warranties, starter interrupter devices, GPS tracking devices and roadside assistance (service) contracts from our affiliate, On the Road Again Service Contracts LLC which is the only approved supplier of required products for LLFS franchisees. We anticipate that On the Road Again will make a profit on sales of products to our franchisees, but that such profit will not exceed $10 per item purchased from On the Road Again. This profit may be adjusted based upon a change in the consumer price index. On the Road Again is owned and controlled by our chief executive officer, Richard Vanderport.

Competition

The market for consumers who do not qualify for conventional automobile financing is large and highly competitive. The market is currently served by “buy here, pay here” dealerships, banks, captive finance affiliates of automobile manufacturers, credit unions and independent finance companies both publicly and privately owned. Many of these companies are much larger and have greater resources than us. We compete by offering a profitable and efficient method for the Auto Dealers to finance customers who would be more difficult or less profitable to finance through other methods. In addition, we compete on the basis of the level of service provided by our origination and sales personnel.

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Trademarks

We have registered for trademark protection for “Webware”, “Lender to Lender” and “Lender to Lender Financing” in the United States.

Geographic Financial Information

For the two years ended December 31, 2009 and 2008, LLFI revenues from continuing operations were primarily derived from operations in the State of Michigan. We currently have active dealer service agreements with approximately five Auto Dealers all located in the State of Michigan. The loss of any of these Auto Dealers could have a negative effect on our current operations.

Regulation

Our business is subject to laws and regulations, including the Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act and other various state and federal laws and regulations. These laws and regulations, among other things, require licensing and qualification; limit interest rates, fees and other charges associated with the Consumer Loans assigned to us; require specified disclosures by the Auto Dealers to consumers; govern the sale and terms of ancillary products; and define the rights to repossess and sell collateral. Failure to comply with these laws or regulations could have a material adverse effect on us by, among other things, limiting the jurisdictions in which we may operate, restricting our ability to realize the value of the collateral securing the Consumer Loans, making it more costly or burdensome to do business or resulting in potential liability. The volume of new or modified laws and regulations has increased in recent years and has increased significantly in response to issues arising with respect to consumer lending. From time to time, legislation and regulations are enacted which increase the cost of doing business, limit or expand permissible activities or affect the competitive balance among financial services providers. Proposals to change the laws and regulations governing the operations and taxation of financial institutions and financial services providers are frequently made in the U.S. Congress, in the state legislatures and by various regulatory agencies. This legislation may change our operating environment in substantial and unpredictable ways and may have a material adverse effect on our business. In addition, governmental regulations which would deplete the supply of used vehicles, such as environmental protection regulations governing emissions or fuel consumption, could have a material adverse effect on us.

Our Auto Dealers must also comply with credit and trade practice statutes and regulations. Failure of our Auto Dealers to comply with these statutes and regulations could result in consumers having rights of rescission and other remedies that could have a material adverse effect on us.

We believe that we maintain all material licenses and permits required for our current operations and are in substantial compliance with all applicable laws and regulations. Our agreements with the Auto Dealers provide that the Auto Dealer shall indemnify us with respect to any loss or expense we incur as a result of the Auto Dealer’s failure to comply with applicable laws and regulations.

Facilities

The Company’s operations are located at 27322 Twenty-Three Mile Road, Suite #5, Chesterfield, Michigan. The Company leases these facilities at a cost of approximately $2,600 per month. The lease term is through June 30, 2012. These facilities are approximately 2,500 square feet and are sufficient to maintain our current and anticipated operations.

Employees

As of the date of this Prospectus we employed six full-time and part time employees. Two of the employees are management personnel, one is an administrative member and three are sales staff members. We maintain a satisfactory working relationship with our employees and we have not experienced any labor disputes or any difficulty in recruiting staff for our operations.

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DIVIDEND POLICY

We have not declared any cash dividends on our common stock since our inception and do not anticipate paying such dividends in the foreseeable future. We plan to retain any future earnings for use in our business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as the Board of Directors deems relevant.

REPORT TO SHAREHOLDERS

After we complete this offering, we will not be required to furnish you with an annual report. Further, we will not voluntarily send you an annual report. We will be required to file reports with the SEC under section 15(d) of the Securities Act. The reports will be filed electronically. The reports we will be required to file are Forms 10-K, 10-Q, and 8-K. You may read copies of any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that will contain copies of the reports we file electronically. The address for the Internet site is www.sec.gov.

LEGAL PROCEEDINGS

In the normal course of business and as a result of the consumer-oriented nature of the industry in which we operate, industry participants are frequently subject to various consumer claims and litigation. The claims allege, among other theories of liability, violations of state, federal and foreign truth-in-lending, credit availability, credit reporting, consumer protection, warranty, debt collection, insurance and other consumer-oriented laws and regulations, including claims seeking damages for physical and mental damages relating to our repossession and sale of the consumer’s vehicle and other debt collection activities. As we accept assignments of Consumer Loans originated by the Auto Dealers, we may also be named as a co-defendant in lawsuits filed by consumers principally against the Auto Dealers. We may also have disputes and litigation with the Auto Dealers relating to our dealer servicing and related agreements, including claims for, among other things breach of contract or other duties purportedly owed to the Auto Dealers. The damages and penalties that may be claimed by consumers or the Auto Dealers in these types of matters can be substantial. The relief requested by plaintiffs varies but may include requests for compensatory, statutory and punitive damages, and plaintiffs may seek treatment as purported class actions. A significant judgment against us in connection with any litigation or arbitration could have a material adverse effect on our financial position, liquidity and results of operations.

There are currently no pending claims or litigation that we believe will be material in relation to our consolidated financial position or results of operations.

MANAGEMENT

Directors and Executive Officers

The following table sets forth certain information regarding our executive officers, key employees and directors as of the date of this registration statement. Directors are elected annually and serve until the next annual meeting of shareholders or 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
Richard Vanderport	62	Director and Chief Executive Officer and Principal Accounting Officer
Jeffrey Bartlett	35	Chief Operating Officer
Renee Trout	44	Treasurer and Secretary

Richard Vanderport has served as director and chief executive officer of the Company since its inception and as chief executive officer of LLFS and LLFI since their inception. Mr. Vanderport has over 30 years experience in the auto finance industry. From 1982 through 1988 he was employed by Don Foss Used Cars (the founder of Credit Acceptance Corporation), an auto sales company located in Redford, Michigan and served in various capacities with the company. Mr. Vanderport was employed by Credit Acceptance Corporation, a publicly traded auto finance company, from 1989 through 1999. From 2003 through 2008, Mr. Vanderport owned Easy Credit Inc., a vehicle sales company located in Mt. Clemens, Michigan and Quality Auto Inc., a vehicle sales company located in Pontiac, Michigan. Mr. Vanderport is the stepfather of Jeffrey Bartlett.

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Jeffrey Bartlett has served as an officer of the Company since its inception and as chief operating officer of LLFS and LLFI since 2007. From June 2003 through 2009, he served as vice president of Easy Credit Inc., a vehicle sales company where he oversaw day-to-day operations. From 2003 through 2008, Mr. Bartlett served as general manager of Easy Credit Inc., a vehicle sales company and Quality Auto Inc., a vehicle sales company. These entities were also owned by Richard Vanderport. From May 2006 through October 2007, he served as president of Quality Auto Liquidators of Pontiac, Inc., a vehicle sales company where he also oversaw all day-to-day operations. From January 2008 through March 2010, he served as vice president of Lender to Lender Financing LLC, an entity affiliated with the Company. Mr. Bartlett is the stepson of Richard Vanderport.

Renee Trouthas served as an officer of the Company since its inception and treasurer and secretary of LLFS and LLFI since 2004. She has served as chief financial officer of LLFI since 2004. Since 1995, she has also been employed by Godfrey, Hammel, Danneels & Co., PC where she provided individual and corporate tax accounting and planning services.

Employment Agreements

We have not entered into employment agreements with any of our officers. Salaries payable to our officers are subject to adjustment and deferral based on operations and cash flow of the Company. Each of our officers are eligible to receive and participate in all benefit, bonus, retirement, health, insurance and incentive programs provided by the Company for its employees.

Board of Directors

Our Board of Directors currently consists of one director. Our Bylaws provide that our board shall consist of not less than one or more than ten individuals. The terms of directors expire at the next annual shareholders’ meeting unless their terms are staggered as permitted in our Bylaws. Each shareholder is entitled to vote the number of shares owned by him for as many persons as there are directors to be elected. Shareholders do not have a right to cumulate their votes for directors.

Director Compensation

Currently, we do not pay our directors any cash or other compensation for their services as director. In the future, we may consider appropriate forms of compensation.

Committees

To date, we have not established a compensation committee, nominating committee or an audit committee. Our board of directors review the professional services provided by our independent auditors, the independence of our auditors from our management, our annual financial statements and our system of internal accounting controls. None of the members of our board of directors are considered financial experts as defined under Regulation S-K.

Code of Ethics

In 2010 we adopted a Code of Ethics and Business Conduct which is applicable to our employees and includes our chief executive officer and principal financial officer and persons performing similar functions. A code of ethics is a written standard designed to deter wrongdoing and to promote:

· honest and ethical conduct,

· full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements,

· compliance with applicable laws, rules and regulations,

· the prompt reporting violation of the code, and

· accountability for adherence to the code.

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EXECUTIVE COMPENSATION

The following table sets forth annual compensation for our chief executive officer who was employed by the Company and its subsidiaries for each of the last two fiscal years.

SUMMARY COMPENSATION TABLE

Name/Principal Position	Year	Salary  ($)		Bonus  ($)	Stock  Awards	Options  ($)	Non-Equity  Incentive Plan  Compensation  ($)	Change in  Pension  Value and  Nonqualified  Deferred  Compensation  Earnings	All Other  Compen- sation  ($)	Total  ($)
Richard Vanderport	2009	$	290,700	—	—	—	—	—	—	$	290,700
	2008	$	240,833	—	—	—	—	—	—	$	240,833

We have not entered into employment agreements with, nor have we authorized any payments upon termination or change-in-control to any of our executive officers or key employees.

Compensation

While Lender to Lender has not entered into any written employment agreements with its executive officers, we may enter into an employment agreement with our chief executive officer. Current annual salaries for executive officers and key employees are as follows:

Richard Vanderport	$	108,000
Jeffrey Bartlett	$	114,400
Renee Trout	$	33,800

Compensation amounts are determined by the board of directors and the board of directors may issue cash bonuses, stock options and other non-cash incentives to its executive officers, directors and employees. The Company also provides its officers with a car allowance.

Equity Incentive Plan

In August 2010, the directors and a majority of our shareholders adopted our 2010 Equity Incentive Plan (the “Plan”). We have reserved an aggregate of 5,000,000 shares of common stock for issuance pursuant to options or restricted stock granted under the Plan. As of the date of this Registration Statement, we have issued 1,060,000 options under the Plan. The purpose of the Plan is to advance the interests of the Company and its stockholders by providing a means of attracting and retaining key employees, directors and consultants for the Company and its subsidiaries. The Plan shall be administered by the board of directors until such time as a committee shall be appointed (the “Administrator”). Options granted under the Plan may either be options qualifying as incentive stock options (“Incentive Options”) under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or options that do not so qualify (“Non-Qualified Options”).

The price per share issuable upon exercise of an option shall be determined by the Administrator at the time of the grant and shall (i) in the case of an ISO, not be less than the fair market value of the shares on the date of grant; (ii) in the case of an ISO granted to a holder of more than 10% of the total combined voting power of all classes of stock of the Company or any subsidiary, be at least 110% of the fair market value of the shares on the date of grant; or (iii) in the case of an NQSO, shall be no less than ninety percent (90%) of the fair market value per share on the date of grant. For the purposes of the Plan, the “fair market value” of the shares shall mean (i) if shares are traded on an exchange or over-the-counter market, the mean between the high and low sales prices of shares on such exchange or over-the-counter market on which such shares are traded on that date, or if such exchange or over-the-counter market is closed or if no shares have traded on such date, on the last preceding date on which such shares have traded or (ii) if shares are not traded on an exchange or over-the-counter market, then the fair market value of the shares shall be the value determined in good faith by the Administrator, in its sole discretion.

The per share purchase price of shares subject to options granted under the Plan may be adjusted in the event of certain changes in our capitalization, but any such adjustment shall not change the total purchase price payable upon the exercise in full of options granted under the Plan. Officers, directors and key employees of and consultants to us and our subsidiaries will be eligible to receive Non-Qualified Options under the Plan. Only our officers, directors and employees who are employed by us or by any of our subsidiaries thereof are eligible to receive Incentive Options.

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The term of each option and the manner in which it may be exercised is determined by the Administrator, provided that no option may be exercisable more than ten years after the date of its grant and, in the case of an Incentive Option granted to an eligible employee owning more than 10% of our common stock, no more than five years after the date of the grant.

We have not issued any options, warrants or other equity or non-equity based incentives nor has any equity award/compensation has been awarded to, earned by, or paid to any of our executive officers, directors or key employees; therefore, we have omitted an Outstanding Equity Awards at Fiscal Year End Table as permitted under Regulation S-K. Further, as a “smaller reporting company” we are providing the scaled disclosures as permitted by Regulation S-K and therefore, have omitted a Grants of Plan Based Award Table, Options Exercised and Stock Vested Table, Pension Benefits Table and Nonqualified Deferred Compensation Table.

Director Compensation

No annual compensation was paid to our directors during 2010, our last fiscal year.

A copy of our Code of Business Conduct and Ethics has been filed with the Securities and Exchange Commission as an exhibit to this Form S-1 filing. Any person desiring a copy of the Code of Business Conduct and Ethics, can obtain one by going to www.sec.gov and looking at the attachments to this Form S-1.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We do not currently have any independent members on our board of directors.

On August 12, 2010, the Company issued 30,000,000 shares of its common stock to its chief executive officer and founder in exchange for his wholly owned interests in LLFS and LLFI pursuant to a stock purchase agreement.

Jeffrey Bartlett and Thomas Bartlett are Richard Vanderport’s stepsons. Jeffrey Bartlett is an officer of the Company and Thomas Bartlett is an employee of the Company.

Lender to Lender requests Auto Dealers participating in our Recourse Program to install starter interrupter devices on vehicles and requires Auto Dealers participating in our Pooling Program to install starter interrupter devices on vehicles. These products are purchased from On the Road Again Service Contracts LLC. Furthermore, in the event an Auto Dealer elects to apply advances under a Consumer Loan to cover a warranty payment, such warranty must be through a warranty provider approved by On the Road Again. These approved warranty providers provide On the Road Again with a nominal fee per each warranty, if any. On the Road Again is controlled by Richard Vanderport.

As disclosed under the consolidated financial statements, at September 30, 2010, the note receivable-related party at September 30, 2010 of $155,283 is principally due to loans to Easy Credit, Inc., Quality Auto Liquidators of Pontiac, Inc. and On the Road Again Service Contracts, LLC, which were entities owned 100% by Richard Vanderport. The advances are non-interest bearing or provide for nominal interest. As of the date of this prospectus, Easy Credit, Inc. and Quality Auto Liquidators of Pontiac, Inc. are no longer in operations.

The Company has also received loans from its sole officer for working capital. The loans are due upon demand, unsecured and non-interest bearing. The total amount due to the officers was $44,083 as of September 30, 2010. In addition, the Company has received loans from an entity controlled by its sole officer. These amounts are also non-interest bearing, unsecured and due upon demand. The total amount due to the entity was $10,267 as of September 30, 2010.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the number of shares and percentage of all shares of common stock issued and outstanding as of the date of this prospectus, held by any person known to the Company to be the beneficial owner of 5% or more of the Company’s outstanding common stock, by each executive officer and director, and by all directors and executive officers as a group. The persons named in the table have sole voting and investment power with respect to all shares beneficially owned. Unless otherwise noted below, the address for each shareholder is 27322 Twenty Three Mile Road, Suite 5, Chesterfield, Michigan 48051.

	Number of			Percentage of
NameandAddress	SharesOwned			SharesOutstanding
Richard Vanderport		30,000,000	(1)		100.0	%
Jeffery Bartlett		0	(2)		0.0	%
Renee Trout		0	(3)		0.0	%
Officers and Directors as a group (3 persons)		30,000,000			100.0	%

(1) Excludes up to 330,050 shares of common stock underlying options and warrants exercisable at $1.00 per share which are held by various family members. Mr. Vanderport disclaims beneficial ownership of such securities. Such options and warrants are exercisable over a five-year period in equal annual installments and will expire in ten years. The initial tranche of options and warrants are exercisable on August 12, 2011.

(2) Excludes up to 1,100,000 shares of common stock underlying options and warrants exercisable at $1.00 per share. Such options and warrants are exercisable over a period of five years in equal annual installments. The initial tranche of options and warrants are exercisable on August 12, 2011.

(3) Excludes up to 25,000 shares of common stock underlying options exercisable at $1.00 per share. Such options are exercisable over a period of five years in equal annual installments. The initial tranche of options is exercisable on August 12, 2011.

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DESCRIPTION OF SECURITIES

Common Stock

Our articles of incorporation authorize us to issue up to One Hundred Five Million (105,000,000) shares of common stock, par value $.0001. At September 30, 2010, we had issued and outstanding 30,125,000 shares of common stock of which, 30,000,000 shares or 99% is owned or controlled by our officers and directors.

Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the shareholders. Holders of common stock have no cumulative voting rights. In the event of liquidation, dissolution or winding up of the Company, the holders of shares of common stock are entitled to share, pro rata, all assets remaining after payment in full of all liabilities. Holders of common stock have no preemptive rights to purchase our common stock. There are no conversion rights or redemption or sinking fund provisions with respect to the common stock. All of the outstanding shares of common stock are validly issued, fully paid and non-assessable.

Preferred Stock

Our articles of incorporation authorize our board of directors, without shareholder approval, to issue up to Five Million (5,000,000) shares of preferred stock and to establish one or more series of preferred stock and to determine, with respect to each of these series, their preferences, voting rights and other terms. There are no shares of preferred stock issued and outstanding as of the date of this prospectus. Issuance of additional shares of preferred stock could adversely affect the voting power or other rights of our shareholders or be used, to discourage, delay or prevent a change in control, which could have the effect of discouraging bids for us and prevent shareholders from receiving maximum value for their shares. Although we have no present intention to issue shares of preferred stock, we cannot assure you that we will not do so in the future.

Securities Authorized for Issuance Under Equity Compensation Plans

As of July 31, 2010, there were no stock options or other equity incentive securities issued and outstanding.

Options and Warrants

The Company has adopted and implemented an equity incentive plan (the “Plan”). The purpose of the Plan is to increase employee, consultant and director interest in the Company and to align more closely their interests with the interests of the Company’s shareholders and to enable the Company to attract and retain the services of experienced and highly qualified employees and directors. The Company has reserved an aggregate of 5,000,000 shares of common stock under the Plan. Under the Plan, the Company may grant awards in the form of incentive stock options, non-qualified stock options and other stock awards. As of the date of this memorandum, there are options to acquire an aggregate of 1,060,000 shares of common stock outstanding. On August 12, 2010, the Company issued options to purchase 1,060,000 shares of common stock to five employees of the Company. Such options vest over a period of five years in equal installments. The options, subject to vesting, are exercisable for a period of ten years from the date of grant at $1.00 per share.

In addition, on August 12, 2010 the Company issued warrants to purchase an aggregate of 330,050 shares of common stock to four individuals and consultants. The warrants are exercisable at $1.00 per share and vest over a period of five years in equal installments. The warrants expire ten years from the issuance date.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Island Stock Transfer, located in St. Petersburg, Florida.

SELLING SHAREHOLDERS

The selling shareholders named below are selling the securities. The table assumes that all of the securities will be sold in this offering. However, any or all of the securities listed below may be retained by any of the selling shareholders, and therefore, no accurate forecast can be made as to the number of securities that will be held by the selling shareholders upon termination of this Offering.

During September 2010, the Company accepted an aggregate of $25,000 from 50 investors to subscribe for 125,000 of our common shares at $0.20 per share under a private placement under section 4(2) of the Securities Act of 1933. The Company netted $25,000 in proceeds from the offering. No commissions or finder fees were paid in connection with the offering.

29

On August 12, 2010, the Company issued options to purchase an aggregate of 1,060,000 shares of common stock to five employees. Such options vest over a period of five years in equal installments. The options, subject to vesting, are exercisable for a period of ten years from date of grant. The options are exercisable at $l.00 per share. In addition, on August 12, 2010, the Company issued warrants to purchase an aggregate of 330,050 shares of common stock to four individuals and consultants. The warrants are exercisable at $1.00 per share and vest over a period of five years in equal installments. The warrants expire ten years from the date of issuance. The initial installments of options and warrants are exercisable commencing August 12, 2011.

We believe that the selling shareholders listed in the table have sole voting and investment powers with respect to the securities indicated. We will not receive any proceeds from the sale of the securities by the selling shareholders. In the event the warrants are exercised, we will receive up to $1,390,050 in proceeds, which will be used for general working capital purposes. No selling shareholders are broker-dealers or affiliates of broker-dealers. The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any shares as to which the selling stockholders has sole or shared voting power or investment power and also any shares, which the selling stockholders has the right to acquire within 60 days. The percentage of shares owned by each selling stockholder is based on 30,125,000 shares issued and outstanding as of November 30, 2010, including warrants and options exercisable within 60 days of November 30, 2010. Information after the Offering assumes that all securities registered will be sold. Unless otherwise noted below, the address for each shareholder is 27322 Twenty Three Mile Road, Suite 5, Chesterfield, Michigan 48051.

30

Stockholder and Address	Shares of Common Stock Included in Prospectus		Percentage of Common Stock Before Offering		Beneficial Ownership Before Offering		Beneficial Ownership After the Closing		Percentage of Common Stock Owned After Offering
Section 4(2) Private Placement Investors
Margaret Aggeler 7218 Middle Channel Drive Harsens Island, MI 48028		2,500		*		2,500		0		0
Maria Almada 49764 Thornapple Court Shelby Township, MI 48315		2,500		*		2,500		0		0
Allan Apple 6724 Oyster Cove West Bloomfield, MI 48323		2,500		*		2,500		0		0
John Barberino, Jr. 351 Conestoga Street Windsor, CT 06095		2,500		*		2,500		0		0
Douglas Borr 217 Roaring Brook Drive St Augustine, FL 32084-6559		2,500		*		2,500		0		0
William Bristol, Jr. 51 Sterling Drive Canton, CT 06019		2,500		*		2,500		0		0
Douglas Brown 48463 Declaration Dr. Macomb Township, MI 48044-1921		2,500		*		2,500		0		0
David Chernow Resource 431 Stephenson Highway Troy, MI 48033		2,500		*		2,500		0		0

31

Gerald Chernow Resource 431 Stephenson Highway Troy, MI 48033	2,500	*	2,500	0	0
Chesterfield Industrial Corporation 27322 Twenty Three Mile Road Suite 3 Chesterfield, MI 48051	2,500	*	2,500	0	0
James Elder III 718 Wilcox Rochester, MI 48307	2,500	*	2,500	0	0
Keith Evola 9886 Springborn Casco, MI 48064	2,500	*	2,500	0	0
Robert Foss Detroit II Autofiance Center, Inc. 25300 Grand River Avenue Redford, MI 48240	2,500	*	2,500	0	0
Garry Gogo 14196 Longneedle Court Shelby Township, MI 48315	2,500	*	2,500	0	0
Nancy Gogo 48496 Tilch Road Macomb Township, MI 48044-1997	2,500	*	2,500	0	0
Wayne and Keli Gogo 8136 Orchardview Washington, MI 48094	2,500	*	2,500	0	0
Sebastian Guzzo 31016 Morgan Drive Warren, MI 48088	2,500	*	2,500	0	0
Brent Havard 5145 Greer Road West Bloomfield, MI 48324	2,500	*	2,500	0	0
Robert and Paulette Havard 7238 Middle Channel Drive Harsens Island, MI 48028	2,500	*	2,500	0	0
Adam Heinrich 7305 Aqua Isle Algonac, MI 48001	2,500	*	2,500	0	0
David Herbert 17900 Clover Hill Drive Macomb Township, MI 48044-2055	2,500	*	2,500	0	0
Brad Horton 26918 Koerber St. Clair Shores, MI 48081	2,500	*	2,500	0	0
Fred Howard 20143 Cumberland Ct. Brownstown, MI 48183	2,500	*	2,500	0	0

32

Kathy Ianitelli-Deeb 4 Asti Circle Palm Desert, CA 92211	2,500	*	2,500	0	0
Kathy Koch 1457 Ainsley Ypsilanti, MI 48197	2,500	*	2,500	0	0
John Kocis 14846 Sparrow Drive Shelby Township, MI 48315	2,500	*	2,500	0	0
William A.J. Kovacs 3751 NE 31st Avenue Lighthouse Point, FL 33064	2,500	*	2,500	0	0
William Krause 57238 Scenic Hollow Drive Washington, MI 48094	2,500	*	2,500	0	0
A. Joseph Mallette 1720 Macao Court Marco Island, FL 34145	2,500	*	2,500	0	0
Joseph Mattei 54352 Barryfield Macomb Township, MI 48044	2,500	*	2,500	0	0
Michael McCloy 1457 Ainsley Ypsilanti, MI 48197	2,500	*	2,500	0	0
Kenneth Miller 4900 32 Mile Washington, MI 48095	2,500	*	2,500	0	0
Frank Moscone 11782 19 Mile Road Sterling Heights, MI 48313	2,500	*	2,500	0	0
Keith Neely 61797 Romeo Plank Ray, MI 48096	2,500	*	2,500	0	0
James and Christy Petschke 51541 Fairchild Road Chesterfield, MI 48051	2,500	*	2,500	0	0
Steven Petschke 25040 24 Mile Road Chesterfield, MI 48051	2,500	*	2,500	0	0
Peter Piazza 43401 Vinsetta Drive Sterling Heights, MI 48313	2,500	*	2,500	0	0
Dominic Pugliarisi 42624 Elizabeth Place Clinton Township, MI 48038	2,500	*	2,500	0	0
Michael Robosan 40482 Aynesley Clinton Township, MI 48038	2,500	*	2,500	0	0
Kristin Schlichte 22514 Blue Marlin Drive Boca Raton, FL 33428	2,500	*	2,500	0	0

33

Robert Schultz 6935 Hillview Point Washington Township, MI 48094	2,500	*	2,500	0	0
Kenneth Spitler 17145 Nollar Lane Manchester, MI 48158	2,500	*	2,500	0	0
David P. Tamulevich 43444 Hillcrest Drive Sterling Heights, MI 48313	2,500	*	2,500	0	0
Angelo Tedeso 2316 Oakcrest Road Sterling Heights, MI 48310-4279	2,500	*	2,500	0	0
Lynn Tyll 2265 McKinley Street Ubly, MI 48475	2,500	*	2,500	0	0
Brian VanderBeek 916 Tartan Trail Bloomfield Hills, MI 48304	2,500	*	2,500	0	0
Peter VanderBeek 916 Tartan Trail Bloomfield Hills, MI 48304	2,500	*	2,500	0	0
Bryon Vandermeer 11780 Forest Glen Lane Shelby Township, MI 48315	2,500	*	2,500	0	0
Ralph Weibel 6183 Rickett Drive Washington, MI 48094-2169	2,500	*	2,500	0	0
David Eric Williams 1211 E. U.S. Highway 223 Adrian, MI 49221	2,500	*	2,500	0	0
Warrant and Option Holders
Jeffrey James Bartlett	1,100,000	*	0	0	0
Renee Lynne Trout	25,000	*	0	0	0
Thomas Bartlett	10,050	*	0	0	0
Renee Wolfe	10,000	*	0	0	0
Nancy Bonier	15,000	*	0	0	0
Nanette Davis	100,000	*	0	0	0
Dale Bartlett	100,000	*	0	0	0
Thomas Randazzo	10,000	*	0	0	0
John Barbarino	10,000	*	0	0	0
James Vanderport	10,000	*	0	0	0

* Less than 1%.

34

PLAN OF DISTRIBUTION

The selling stockholders and any of their respective pledgees, donees, assignees and other successors-in-interest may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. The selling stockholders will offer their shares at $0.20 per share until the shares are quoted on the OTCBB and after that at prevailing market prices or privately negotiated prices. The selling stockholders may use any one or more of the following methods when selling shares:

· ordinary brokerage transactions and transactions in which the broker-dealer solicits the purchaser;

· 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;

· 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;

· broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;

· through the writing of options on the shares;

· a combination of any such methods of sale; and

· any other method permitted pursuant to applicable law.

The selling stockholders may also sell shares under Rule 144 of the Securities Act, if available, rather than under this prospectus. The selling stockholders shall have the sole and absolute discretion not to accept any purchase offer or make any sale of shares if it deems the purchase price to be unsatisfactory at any particular time.

The selling stockholders or their respective pledgees, donees, transferees or other successors in interest, may also sell the shares directly to market makers acting as principals and/or broker-dealers acting as agents for themselves or their customers. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agents or to whom they sell as principal or both, which compensation as to a particular broker-dealer might be in excess of customary commissions. Market makers and block purchasers purchasing the shares will do so for their own account and at their own risk. It is possible that a selling stockholder will attempt to sell shares of common stock in block transactions to market makers or other purchasers at a price per share which may be below the then existing market price. We cannot assure that all or any of the shares offered in this prospectus will be issued to, or sold by, the selling stockholders. The selling stockholders and any brokers, dealers or agents, upon effecting the sale of any of the shares offered in this prospectus, may be deemed to be “underwriters” as that term is defined under the Securities Exchange Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations of such acts. 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.

We are required to pay all fees and expenses incident to the registration of the shares, including fees and disbursements of counsel to the selling stockholders, but excluding brokerage commissions or underwriter discounts.

The selling stockholders, alternatively, may sell all or any part of the shares offered in this prospectus through an underwriter. The selling stockholders have not entered into any agreement with a prospective underwriter and there is no assurance that any such agreement will be entered into.

35

The selling stockholders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling stockholder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. The selling stockholders and any other persons participating in the sale or distribution of the shares will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations under such Act, including, without limitation, Regulation M. These provisions may restrict certain activities of, and limit the timing of purchases and sales of any of the shares by, the selling stockholders or any other such person. In the event that any of the selling stockholders are deemed an affiliated purchaser or distribution participant within the meaning of Regulation M, then the selling stockholders will not be permitted to engage in short sales of common stock. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and certain other activities with respect to such securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. In addition, if a short sale is deemed to be a stabilizing activity, then the selling stockholders will not be permitted to engage in a short sale of our common stock. All of these limitations may affect the marketability of the shares.

If a selling stockholder notifies us that it has a material arrangement with a broker-dealer for the resale of the common stock, then we would be required to amend the registration statement of which this prospectus is a part, and file a prospectus supplement to describe the agreements between the selling stockholder and the broker-dealer.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

OTC Bulletin Board Considerations

As discussed elsewhere in this registration statement, the Company’s common stock is not currently included for quotation on the Over the Counter Bulletin Board (“OTCBB”), and there is no public trading market. To be quoted on the OTCBB, a market maker must file an application on our behalf in order to make a market for our common stock. We have engaged in preliminary discussions with an NASD Market Maker to file our application on Form 211 with the NASD, but as of the date of this prospectus, no filing has been made.

Holders

As of the date of this prospectus, there were 30,125,000 shares of Common Stock outstanding. As of the date of this prospectus, the approximate number of stockholders of record of the Common Stock of the Company was approximately 51 shareholders.

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Bylaws, as amended, provide to the fullest extent permitted by Florida law that our directors or officers shall not be personally liable to us or our shareholders for damages for breach of such director's or officer's fiduciary duty. The effect of this provision of our Articles of Incorporation, as amended, is to eliminate our rights and our shareholders (through shareholders' derivative suits on behalf of our company) to recover damages against a director or officer for breach of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent behavior), except under certain situations defined by statute. We believe that the indemnification provisions in our Articles of Incorporation, as amended, are necessary to attract and retain qualified persons as directors and officers.

The Florida Business Corporation Act provides that a corporation may indemnify a director, officer, employee or agent made a party to an action by reason of that fact that he or she was a director, officer employee or agent of the corporation or was serving at the request of the corporation against expenses actually and reasonably incurred by him or her in connection with such action if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and with respect to any criminal action, had no reasonable cause to believe his or her conduct was unlawful.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

36

LEGAL MATTERS

The validity of our common stock offered hereby will be passed upon by Quintairos, Prieto, Wood & Boyer, P.A., Fort Lauderdale, Florida.

EXPERTS

The consolidated balance sheet of Lender to Lender Franchise, Inc. from inception through July 31, 2010 and the related consolidated statement of operations, changes in stockholders' deficit, and cash flows from inception (July 15, 2010) to July 31, 2010 appearing in this prospectus and registration statement have been so included in reliance on the Report of Silberstein Ungar, PLLC, an independent registered public accounting firm, appearing elsewhere in this prospectus, given on the authority of such firm as experts in accounting and auditing.

The consolidated balance sheet of Lender to Lender Financing, LLC for the fiscal years ended December 31, 2008 and December 31, 2009 and the related consolidated statements of operations, changes in stockholders' equity and cash flows for each of the years ended December 31, 2008 and December 31, 2008 appearing in this prospectus and registration statement have been so included in reliance on the Report of Silberstein Ungar, PLLC, an independent registered public accounting firm, appearing elsewhere in this prospectus, given on the authority of such firm as experts in accounting and auditing.

The consolidated balance sheets of Lender to Lender Franchise System, LLC for the fiscal years ended December 31, 2008 and December 31, 2009 and the related consolidated statements of operations and member’s equity and cash flows for period from inception (July 2, 2008) through December 31, 2009 and for the years ended December 31, 2008 and 2009 appearing in this prospectus and registration statement have been so included in reliance on the Report of Silberstein Ungar, PLLC, an independent registered public accounting firm, appearing elsewhere in this prospectus, given on the authority of such firm as experts in accounting and auditing.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE

None.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus does not contain all of the information in the registration statement and the exhibits and schedules that were filed with the registration statement. For further information with respect to the common stock and us, we refer you to the registration statement and the exhibits and schedules that were filed with the registration statement. Statements made in this prospectus regarding the contents of any contract, agreement or other document that is filed as an exhibit to the registration statement are not necessarily complete, and we refer you to the full text of the contract or other document filed as an exhibit to the registration statement. A copy of the registration statement and the exhibits and schedules that were filed with the registration statement may be inspected without charge at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549 or via the Internet at http://www.sec.gov.

37

LENDER TO LENDER FRANCHISE, INC.

INDEX TO FINANCIAL STATEMENTS

Lender to Lender Franchise, Inc. and Subsidiaries Consolidated Financial Statements as of and for the period ended September 30, 2010 (unaudited)

Lender to Lender Franchise, Inc. Pro Forma Combined Financial Statements as of and for the Period ended September 30, 2010 (unaudited)

Lender to Lender Franchise, Inc. Financial Statements as of and for the Period Ended July 31, 2010 (audited)

Lender to Lender Franchise System, LLC Financial Statements as of and for the Periods Ended December 31, 2009 and 2008 (audited)

Lender to Lender Financing, LLC Financial Statements as of and for the Years Ending December 31, 2009 and 2008 (audited)

Lender to Lender Franchise, Inc. Pro Forma Combined Financial Statements as of and for the Year Ended December 31, 2009 (unaudited)

Lender to Lender Franchise, Inc. Pro Forma Combined Financial Statements as of and for the Year Ended December 31, 2008 (unaudited)

LENDER TO LENDER FRANCHISE, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2010

LENDER TO LENDER FRANCHISE, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

SEPTEMBER 30, 2010

Consolidated Balance Sheet (Unaudited) as of September 30, 2010	F - 1
Consolidated Statement of Operations (Unaudited) for the period from  July 15, 2010 (Date of Inception) to September 30, 2010	F - 2
Consolidated Statement of Stockholders’ Equity (Unaudited) as of  September 30, 2010	F - 3
Consolidated Statement of Cash Flows (Unaudited) for the period from  July 15, 2010 (Date of Inception) to September 30, 2010	F - 4
Notes to Consolidated Financial Statements	F - 5 – F - 10

LENDER TO LENDER FRANCHISE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET (UNAUDITED)

AS OF SEPTEMBER 30, 2010

	September 30, 2010
ASSETS
Current Assets
Cash and equivalents	$	201,829
Prepaid expenses		3,224
Deferred tax asset		11,730
Dealer loans receivable – current portion		1,057,520
Note receivable – related party – current portion		41,258
Total Current Assets		1,315,561
Property and equipment, net		92,476
Other Assets
Dealer loans receivable, net		497,656
Note receivable – related party		114,025
Total Other Assets		611,681
TOTAL ASSETS	$	2,019,718
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Current Liabilities
Accounts payable	$	33,369
Accrued expenses		17,088
Notes payable – related parties		54,350
Line of credit		1,702,383
Total Liabilities		1,807,190
Stockholders’ Equity
Common Stock, $.0001 par value, 100,000,000 shares authorized, 30,125,000 shares issued and outstanding		3,013
Preferred Stock, no par value, 5,000,000 shares authorized, -0- shares issued and outstanding		0
Additional paid-in capital		227,912
Stock options and warrants		4,373
Accumulated Deficit		(22,770	)
Total Stockholders’ Equity		212,528
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,019,718

See accompanying notes to the consolidated financial statements.

F-1

LENDER TO LENDER FRANCHISE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

FOR THE PERIOD FROM JULY 15, 2010 (INCEPTION) TO SEPTEMBER 30, 2010

REVENUES
Interest and fee collections	$	117,676
Dealer administrative fees		7,041
TOTAL NET REVENUES		124,717
EXPENSES
Salaries and wages		61,349
Professional fees		52,452
Stock-based compensation		4,373
General and administrative expenses		28,306
TOTAL EXPENSES		146,480
LOSS FROM OPERATIONS		(21,763	)
OTHER INCOME (EXPENSE)
Rental income		500
Interest expense		(13,237	)
TOTAL OTHER INCOME (EXPENSE)		(12,737	)
LOSS BEFORE BENEFIT FOR INCOME TAXES		(34,500	)
BENEFIT FOR INCOME TAXES		(11,730	)
NET LOSS	$	(22,770	)
NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		19,232,372

See accompanying notes to the consolidated financial statements.

F-2

LENDER TO LENDER FRANCHISE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)

PERIOD FROM JULY 15, 2010 (INCEPTION) TO SEPTEMBER 30, 2010

	Common Stock				Additional paid-in		Stock options and		Deficit accumulated during the development
	Shares		Amount		capital		warrants		Stage			Total
Inception, July 15, 2010		0	$	0	$	0	$	0	$	0		$	0
Issuance of founder shares for business interests @ $0.0001 (par value)		30,000,000		3,000		202,925		-		-			205,925
Issuance of shares for cash in private placement		125,000		13		24,987		-		-			25,000
Issuance of warrants and options		-		-		-		4,373		-			4,373
Net loss for the period ended September 30, 2010		-		-		-		-		(22,770	)		(22,770	)
Balance, September 30, 2010		30,125,000	$	3,013	$	227,912	$	4,373	$	(22,770	)	$	212,528

See accompanying notes to the consolidated financial statements.

F-3

 

LENDER TO LENDER FRANCHISE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

PERIOD FROM JULY 15, 2010 (INCEPTION) TO SEPTEMBER 30, 2010

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(22,770	)
Change in non-cash working capital items
Depreciation		7,454
Stock-based compensation		4,373
Changes in assets and liabilities:
(Increase) in prepaid expenses		118
(Increase) in deferred tax asset		(11,730	)
Increase (decrease) in accounts payable		(28,305	)
Increase in accounts payable – related party		44,084
Increase in accrued expenses		11,023
CASH FLOWS USED BY OPERATING ACTIVITIES		4,247
CASH FLOWS FROM INVESTING ACTIVITIES
Advances on dealer loans		(45,210	)
Payments received on dealer loans		246,938
Payments received on notes receivable – related party		28,862
Cash acquired in acquisition of subsidiaries		106,992
CASH FLOWS PROVIDED BY INVESTING ACTIVITIES		337,582
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock		25,000
Payments on line of credit		(165,000	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		(140,000	)
NET INCREASE IN CASH		201,829
Cash, beginning of period		0
Cash, end of period	$	201,829
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	9,021
Income taxes paid	$	0
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING INFORMATION:
Shares issued for acquisition of subsidiaries	$	205,925

See accompanying notes to the consolidated financial statements.

 

F-4

LENDER TO LENDER FRANCHISE, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2010

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Lender to Lender Franchise, Inc. (“Lender”) was incorporated in Florida on July 15, 2010. The articles of incorporation were amended on July 31, 2010.  The company acquired two entities Lender to Lender Franchise System, Inc. and Lender to Lender Financing, Inc. on August 12, 2010.  They primarily provide auto loans to consumers through a network of automobile dealers (“dealers”) and they sell and provide services to franchises that provide auto loans to consumers through a network of dealers.

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form S-1 filed with the SEC as of and for the period ended July 31, 2010.  In the opinion of management, all adjustments necessary for the financial statements to be not misleading for the interim periods presented have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting).  The Company has adopted a December 31 fiscal year end.

Principles of Combination

The accompanying combined financial statements include the accounts of Lender to Lender Financing, Inc. and Lender to Lender Franchise System, Inc.  All significant inter-company transactions and balances have been eliminated in preparation of the combined financial statements.

Cash and Cash Equivalents

Lender considers all highly liquid investments with maturities of three months or less to be cash equivalents.  At September 30, 2010, the Company had $201,829 of cash.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, prepaid expenses, accounts payable, accounts payable – related party, and accrued expenses. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Income Taxes

Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

F-5

 

LENDER TO LENDER FRANCHISE, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2010

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. As of September 30, 2010 there are 330,550 stock warrants and 1,060,000 stock options that have been issued.

Advertising and Promotional Costs

Advertising and promotional costs are expensed as incurred.  Advertising and promotional expenses were $1,924 for the period ended September 30, 2010.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with SFAS No. 123 and 123 (R) (ASC 718).  The Company has adopted an Equity Incentive Plan and issued 1,060,000 common stock options as of September 30, 2010.  The Company has issued warrants to purchase up to 330,050 shares of common stock.  See Note 10.

Recent Accounting Pronouncements

Lender does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

NOTE 2 – PREPAID EXPENSES

Prepaid expenses consisted of the following as of September 30, 2010:

Prepaid insurance	$	316
Prepaid Michigan business tax		2,908
Total Prepaid expenses	$	3 ,224

NOTE 3 – PROPERTY AND EQUIPMENT

The Company owned property and equipment, recorded at cost, which consisted of the following at September 30, 2010:

Computer equipment	$	25,585
Automobiles		103,992
Furniture and fixtures		1,700
Software		4,189
Machinery and equipment		3,732
Office equipment		2,380
Subtotal		141,578
Less: Accumulated depreciation		(49,102	)
Property and equipment, net	$	92,476

Depreciation is recorded using the straight-line method over the estimated useful lives of the assets.  The depreciation expense was $7,454 for the period ended September 30, 2010.

F-6

 

LENDER TO LENDER FRANCHISE, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2010

NOTE 4 – DEALER LOANS

The Company has entered into multiple servicing agreements with dealers, where the Company advances the dealer a percentage of the face amount of the loan the dealer makes to its customers and takes assignment of the underlying loan as collateral.  The percentage of the face amount that is advanced is computed by the Company’s proprietary web based software on a customer by customer basis.  The Company charges a 20% service fee on each payment collected from the customer; the remaining payment in excess of the service fee is applied to the loan’s outstanding principal balance.  In the event that collections on a loan exceed the original loan advance, the Company retains its service fee and the excess balance is due back to the dealer.  The dealers guarantee the collection of the loan advances.  Collections in excess of the advances on one loan may be offset against unpaid advances within that dealer’s loan pool.

The Company follows an approach similar to ASC Topic 310 in determining its allowance for credit losses. The allowance is maintained at an amount that reduces the net asset value (dealer loan balance less the allowance) to the discounted value of future cash flows.  The allowance for credit losses is comprised of estimated future collections on the loans to consumers, less any estimated dealer holdback payments.  In estimating future collections and dealer holdback payments for each nonaffiliated dealer, the Company considers a dealer’s actual collection and loss data on a static pool basis and also considers the Company’s historical loss and collection experience.  The Company’s collection forecast for each dealer is updated monthly and considers the most recent static pool data available for each dealer.

Cash flows from any individual dealer loan are often different than estimated cash flows and dealer loan inception.  If such a difference is favorable, the difference is recognized into income over the life of the dealer loan through a yield adjustment.  If such a difference is unfavorable, a provision for credit losses is recorded as a current period expense and a corresponding allowance for credit loss is established.  Because differences between estimated cash flows at inceptions and actual cash flows can occur often, an allowance is required for a significant portion of the Company’s dealer loan portfolio.  Allowance for credit loss does not necessarily indicate that a dealer loan is unprofitable, and in recent years very seldom are cash flows from a dealer loan portfolio insufficient to repay the initial amounts advance to the dealer.  If a positive revision occurs to the estimated cash flows for a dealer loan pool that has an allowance for credit loss recorded, the allowance is reversed up to the lesser of the amount of the positive revision or allowance.

The following is the detail of the dealer loans receivable as of September 30, 2010:

Gross dealer loans receivable	$	1,628,344
Less: Unearned fees		(47,800	)
Less: Allowance for credit losses		(25,368	)
Dealer loans receivable, net	$	1,555,176

NOTE 5 – NOTES RECEIVABLE – RELATED PARTY

As of September 30, 2010, the Companies were due $155,283 from an employee and various related entities.  The employee note is secured with a term of 30 months at 1% interest.  The remaining notes are classified as long-term on the consolidated balance sheet, as management does not anticipate repayment within one year.

NOTE 6 – ACCRUED EXPENSES

Accrued expenses consisted of the following as of September 30, 2010:

Accrued sales tax	$	6,711
Accrued payroll		6,161
Accrued interest		4,216
Total Accrued expenses	$	17,088

F-7

LENDER TO LENDER FRANCHISE, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2010

NOTE 7 – NOTES PAYABLE – RELATED PARTIES

Lender has received loans from an officer or the Company to be used for working capital. The loans are due upon demand, unsecured and non-interest bearing. The total amount due to the officer was $44,083 as of September 30, 2010.

The Company also has received loans from an entity under common control.  These amounts are also non-interest bearing, unsecured and due upon demand.  The total amount due to the entity under common control was $10,267 as of September 30, 2010.

NOTE 8 – LINE OF CREDIT

At September 30, 2010, the Company had a note payable in the amount of $1,702,383.  The note requires monthly payments of $100,000 plus interest.  The note bears interest at the thirty-day LIBOR plus 5.5%, is secured by cash held at the bank, accounts receivable, life insurance and is personally guaranteed by an officer of the Company.  The note is subject to various financial covenants.

NOTE 9 – STOCKHOLDER’S EQUITY

The Company has 100,000,000 shares of $0.0001 par value common stock and 5,000,000 shares of no par value preferred stock authorized.

During the period ended September 30, 2010 the Company issued 30,000,000 shares of common stock to its founder in exchange for 100% interest in Lender to Lender Financing, Inc. and Lender to Lender Franchise Systems, Inc.  The shares were valued $205,925, which was the equity of the acquired companies as of August 12, 2010.

The Company also sold shares of common stock through a private placement during the period ended September 30, 2010.  Lender sold 125,000 shares of common stock at $0.20 per share for total cash proceeds of $25,000.

As of September 30, 2010, Lender has 30,125,000 shares of common stock issued and outstanding.

NOTE 10 – STOCK OPTIONS AND WARRANTS

The Company issued 330,050 stock warrants and 1,060,000 stock options on August 12, 2010 as part of their Equity Incentive Plan. The Company has accounted for these warrants and options as equity instruments in accordance with EITF 00-19 (ASC 815-40), Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, and as such, will be classified in stockholders’ equity as they meet the definition of “…indexed to the issuer’s stock” in EITF 01-06 (ASC 815-40) The Meaning of Indexed to a Company’s Own Stock. The Company has estimated the fair value of the warrants issued at $20,765 and the options issued at $66,690, as of the grant dates using the Black-Scholes option pricing model.

The stock price at the grant date was determined using the most recent private placement value since the company’s stock is not currently trading. The volatility was determined by using an average volatility from four similar companies who have issued stock options recently. The risk free rate equals the rate currently available on zero-coupon U.S. government issues with a term equal to the expected life of the options and warrants.

F-8

LENDER TO LENDER FRANCHISE, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2010

NOTE 10 – STOCK OPTIONS AND WARRANTS (CONTINUED)

Key assumptions used by the Company are summarized as follows:

	Stock warrants			Stock options
Stock price at grant date	$	0.20		$	0.20
Exercise price	$	1.00		$	1.00
Expected volatility		78	%		78	%
Expected dividend yield		0.00	%		0.00	%
Risk-free rate		1.48	%		1.48	%
Expected term (in years)		5.0			5.0

The Company will record the expense quarterly over the next five year as the options and warrants vest equally over a five year period.  The amount to be recorded each quarter will be approximately $4,373.  The total amount recorded as stock –based compensation for the period ended September 30, 2010 was $4,373.

NOTE 11 – INCOME TAXES

As of September 30, 2010, the Company had a net operating loss of approximately $34,500 before the benefit for income taxes that may be available to reduce future years’ taxable income through 2030. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The provision for Federal income tax for the period ended September 30, 2010 consists of the following:

Federal income tax attributable to:
Current Operations	$	(11,730	)
Less: valuation allowance		0
Net benefit for Federal income taxes	$	(11,730	)

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount as of September 30, 2010 is as follows:

Deferred tax asset attributable to:
Net operating loss carryover	$	11,730
Less: valuation allowance		0
Net deferred tax asset	$	11,730

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of $34,500 before the benefit for income taxes for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.

NOTE 12 – LEASE COMMITMENT

During the period ended September 30, 2010, the Company incurred rent expense of $2,600 for their office.  The lease agreement requires monthly payments of $2,600 and expires June 30, 2012.  Future minimum payments under the non-cancelable lease agreement total $54,600 for the period ending June 30, 2012.

F-9

LENDER TO LENDER FRANCHISE, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2010

NOTE 13– SUBLEASE

During the period ended September 30, 2010, the Company sublet a portion of their office to an unrelated third party.  The lease is month-to-month with monthly payments of $500.  Rental income totaled $500 for the period ended September 30, 2010.

NOTE 14 – LIQUIDITY AND GOING CONCERN

Lender has negative working capital, has incurred losses since inception, and has not yet received revenues from sales of products or services.  These factors create substantial doubt about the Company’s ability to continue as a going concern.  The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

The ability of Lender to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations.  Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.

NOTE 15 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through November 17, 2010 and has determined it does not have any material subsequent events to disclose beyond the events described above.

F-10

 

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION.

On August 12, 2010, Lender to Lender Franchise, Inc. completed its acquisition of Lender to Lender Franchise System, Inc. (“LLFS”) and Lender to Lender Financing, Inc. (“LLFI”).  For accounting purposes, this business combination has been treated as a stock acquisition with Lender to Lender Franchise, Inc. as the acquirer.  The following unaudited pro forma combined balance sheets and income statements are based on historical financial statements of the companies.  The unaudited pro forma combined financial statements are provided for information purposes only. The pro forma financial statements are not necessarily indicative of what the financial position or results of operations actually would have been had the acquisition been completed at the dates indicated below.  In addition, the unaudited pro forma combined financial statements do not purport to project the future financial position or operating results of the combined company.  The unaudited pro forma combined financial information has been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. For pro forma purposes:

• The Unaudited Pro Forma Combined Balance Sheet as of September, 2010 combines the historical balance sheets of the companies as of September 30, 2010, giving effect to the acquisitions as if they had occurred on January 1, 2010.  

• The Unaudited Pro Forma Combined Income Statements for the period from July 15, 2010 (Inception) to September 30, 2010 and for the nine months ended September 30, 2010 combines the historical income statements of the companies for the indicated periods, giving effect to the acquisitions as if they had occurred on January 1, 2010.

LENDER TO LENDER FRANCHISE, INC.

TABLE OF CONTENTS

SEPTEMBER 30, 2010

Pro Forma Combined Balance Sheets as of September, 2010 (unaudited)	2
Pro Forma Combined Statements of Operations for the period from July 15, 2010 (Inception) to September 30, 2010 and for the nine months ended September 30, 2010 (unaudited)	3
Notes to the Pro Forma Adjustments	4

LENDER TO LENDER FRANCHISE, INC.

PRO FORMA COMBINED BALANCE SHEETS (unaudited)

AS OF SEPTEMBER 30, 2010

	Lender to Lender Franchise, Inc. (September 30, 2010)			Lender to Lender Financing, Inc. (September 30, 2010)		Lender to Lender Franchise System, Inc. (September 30, 2010)			Eliminations			Total
ASSETS
Current Assets
Cash and cash equivalents	$	61,478		$	132,376	$	7,975					$	201,829
Prepaid expenses and taxes		0			3,224		0						3,224
Investment in Subsidiaries		125,576			0		0						125,576
Total Current Assets		187,054			135,600		7,975						330,629
Property and Equipment, Net		0			91,756		720						92,476
Other Assets
Dealer Loans		0			1,555,176		0						1,555,176
Note receivable – related party		0			240,339		0			(85,144	)a		155,195
Total Other Assets		0			1,795,515		0						1,710,371
TOTAL ASSETS	$	187,054		$	2,022,871	$	8,695					$	2,133,476
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)
Current Liabilities
Accounts payable	$	10,792		$	18,577	$	0					$	29,369
Accrued expenses and taxes		4,000			17,088		0						21,088
Notes payable – related party		44,083			0		95,411			(85,144	)a		54,350
Notes payable – current portion		0			1,702,383		0						1,702,383
Total Current Liabilities		58,875			1,738,048		95,411						1,807,190
STOCKHOLDER’S EQUITY (DEFICIT)
Common stock		3,013			0		0						3,013
Additional paid in capital		147,563			0		0			183,189	b		330,752
										(264,613	)c
Retained earnings and Member’s equity		(22,397	)		284,823		(86,716	)		81,424	c		(7,479	)
Total Stockholder’s Equity (Deficit)		128,179			284,823		(86,716	)					326,286
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)	$	187,054		$	2,022,871	$	8,695					$	2,133,476

2

LENDER TO LENDER FRANCHISE, INC.

PRO FORMA COMBINED STATEMENTS OF OPERATIONS (unaudited)

FOR THE PERIOD FROM JULY 15, 2010 (INCEPTION) TO SEPTEMBER 30, 2010

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010

	Lender to Lender Franchise, Inc. (Inception to September 30, 2010)			Lender to Lender Financing, Inc. (Nine months ended September 30, 2010)			Lender to Lender Franchise System, Inc. (Nine months ended September 30, 2010)			Totals
GROSS REVENUES	$	0		$	1,074,164		$	0		$	1,074,164
COST OF GOODS SOLD		0			90			0			90
GROSS PROFIT		0			1,074,074			0			1,074,074
OPERATING EXPENSES		22,397			934,715			4,052			961,164
INCOME (LOSS) FROM OPERATIONS		(22,397	)		139,359			(4,052	)		112,910
OTHER INCOME (EXPENSE)		0			4,500			(1,240	)		3,260
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES		(22,397	)		143,859			(5,292	)		116,170
PROVISION FOR INCOME TAXES		0			(11,885	)		0			(11,885	)
NET PROFIT (LOSS)	$	(22,397	)	$	131,974		$	(5,292	)	$	104,285

3

LENDER TO LENDER FRANCHISE, INC.

NOTES TO THE PRO FORMA ADJUSTMENTS (unaudited)

SEPTEMBER 30, 2010

(a) Elimination of intercompany notes receivable and payable

(b) Issuance of 30,000,000 shares of $.0001 par value common stock of Lender to Lender Franchise, Inc. in exchange for 100% ownership of Lender to Lender Financing, Inc. and Lender to Lender Franchise System, Inc as of January 1, 2010.

(c) Elimination of Lender to Lender Financing, Inc. and Lender to Lender Franchise System, Inc. shareholder’s and member’s equity (deficit) in exchange for shares of Lender to Lender Franchise, Inc as of January 1, 2010.

4

LENDER TO LENDER FRANCHISE, INC.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

JULY 31, 2010

LENDER TO LENDER FRANCHISE, INC.

(A DEVELOPMENT STAGE COMPANY)

TABLE OF CONTENTS

JULY 31, 2010

Report of Independent Registered Public Accounting Firm	F - 1
Balance Sheet as of July 31, 2010	F - 2
Statement of Operations for the period from July 15, 2010 (Date of Inception) to July 31, 2010	F - 3
Statement of Stockholder’s Deficit as of July 31, 2010	F - 4
Statement of Cash Flows for the period from July 15, 2010 (Date of Inception) to July 31, 2010	F - 5
Notes to Financial Statements	F - 6 – F - 9

Silberstein Ungar, PLLC CPAs and Business Advisors

Phone (248) 203-0080

Fax (248) 281-0940

30600 Telegraph Road, Suite 2175

Bingham Farms, MI 48025-4586

www.sucpas.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Boards of Directors

Lender to Lender Franchise, Inc.

Chesterfield Township, MI

We have audited the accompanying balance sheet of Lender to Lender Franchise, Inc., as of July 31, 2010, and the related statements of operations, stockholder’s deficit, and cash flows for the period July 15, 2010 (date of inception) to July 31, 2010.  These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Lender to Lender Franchise, Inc., as of July 31, 2010 and the results of their operations and cash flows for the period from July 15, 2010 (date of inception) to July 31, 2010, in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that Lender to Lender Franchise, Inc. will continue as a going concern.  As discussed in Note 6 to the financial statements, the Company has incurred losses from operations, has negative working capital and is in need of additional capital to grow its operations so that it can become profitable.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans with regard to these matters are described in Note 6. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Silberstein Ungar, PLLC

Silberstein Ungar, PLLC

Bingham Farms, Michigan

August 31, 2010

 

F-1

LENDER TO LENDER FRANCHISE, INC.

 (A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

AS OF JULY 31, 2010

	July 31, 2010
ASSETS
Current Assets
Cash and equivalents	$	0
Prepaid expenses		6,262
Stock subscription receivable		3,000
TOTAL ASSETS	$	9,262
LIABILITIES AND STOCKHOLDER’S DEFICIT
Liabilities
Current Liabilities
Accrued expenses	$	4,000
Loan payable - related party		7,570
Total Liabilities		11,570
Stockholder’s Deficit
Common Stock, $.0001 par value, 100,000,000 shares authorized, 30,000,000 shares issued and outstanding		3,000
Preferred Stock, no par value, 5,000,000 shares authorized, -0- shares issued and outstanding		0
Additional paid-in capital		0
Deficit accumulated during the development stage		(5,308	)
Total Stockholder’s Deficit		(2,308	)
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT	$	9,262

See accompanying notes to financial statements.

 

F-2

LENDER TO LENDER FRANCHISE, INC.

 (A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS

PERIOD FROM JULY 15, 2010 (INCEPTION) TO JULY 31, 2010

	Period from July 15, 2010 (Inception) to July 31, 2010
REVENUES	$	0
EXPENSES
Incorporation costs		70
Professional fees		5,238
TOTAL EXPENSES		5,308
LOSS FROM OPERATIONS		(5,308	)
PROVISION FOR INCOME TAXES		0
NET LOSS	$	(5,308	)
NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		30,000,000

See accompanying notes to financial statements.

F-3

LENDER TO LENDER FRANCHISE, INC.

 (A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDER’S DEFICIT

PERIOD FROM JULY 15, 2010 (INCEPTION) TO JULY 31, 2010

	Common Stock				Additional paid-in		Deficit accumulated during the development
	Shares		Amount		capital		stage			Total
Inception, July 15, 2010		0	$	0	$	0	$	0		$	0
Issuance of founder shares for cash @ $0.0001 (par value)		30,000,000		3,000		-		-			3,000
Net loss for the period ended July 31, 2010		-		-		-		(5,308	)		(5,308	)
Balance, July 31, 2010		30,000,000	$	3,000	$	0	$	(5,308	)	$	(2,308	)

See accompanying notes to financial statements.

F-4

LENDER TO LENDER FRANCHISE, INC.

 (A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

PERIOD FROM JULY 15, 2010 (INCEPTION) TO JULY 31, 2010

	Period from July 15, 2010 (Inception) to July 31, 2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(5,308	)
Change in non-cash working capital items
Changes in assets and liabilities:
(Increase) in prepaid expenses		(6,262	)
Increase in accrued expenses		4,000
CASH FLOWS USED BY OPERATING ACTIVITIES		(7,570	)
CASH FLOWS FROM FINANCING ACTIVITIES
Loan received from related party		7,570
NET CASH PROVIDED BY FINANCING ACTIVITIES		7,570
NET INCREASE (DECREASE) IN CASH		0
Cash, beginning of period		0
Cash, end of period	$	0
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	0
Income taxes paid	$	0
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING INFORMATION:
Shares issued for subscription receivable	$	3,000

See accompanying notes to financial statements.

 

F-5

LENDER TO LENDER FRANCHISE, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

JULY 31, 2010

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Lender to Lender Franchise, Inc. (“Lender”) is a development stage company and was incorporated in Florida on July 15, 2010. The articles of incorporation were amended on July 31, 2010.  The company intends to acquire two entities currently controlled by its sole shareholder that primarily provide auto loans to consumers through a network of automobile dealers and that sell and provide services to franchises that provide auto loans to consumers through a network of dealers.

Development Stage Company

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development-stage companies.  A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting).  The Company has adopted a December 31 fiscal year end.

Cash and Cash Equivalents

Lender considers all highly liquid investments with maturities of three months or less to be cash equivalents.  At July 31, 2010, the Company had $0 of cash.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, stock subscriptions receivable, accrued expenses and loans payable to a related party. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Income Taxes

Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Revenue Recognition

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

 

F-6

LENDER TO LENDER FRANCHISE, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

JULY 31, 2010

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of July 31, 2010.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with SFAS No. 123 and 123 (R) (ASC 718).  To date, the Company has not adopted a stock option plan and has not granted any stock options. As of July 31, 2010, the Company has not issued any stock-based payments to its employees.

Recent Accounting Pronouncements

Lender does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

NOTE 2 – PREPAID EXPENSES

Prepaid expenses consisted of the balance of a retainer paid for legal services during the period ended July 31, 2010.

NOTE 2 – ACCRUED EXPENSES

Accrued expenses at July 31, 2010 consisted of amounts owed to the Company’s outside independent auditors.

NOTE 3 – LOAN PAYABLE – RELATED PARTY

The Company has received a loan from a related party to be used for working capital.  The loans are due upon demand, non-interest bearing, and unsecured. The balance due on the loan was $7,570 as of July 31, 2010.

F-7

LENDER TO LENDER FRANCHISE, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

JULY 31, 2010

NOTE 4 – STOCKHOLDER’S EQUITY

The Company has 100,000,000 shares of $0.0001 par value common stock and 5,000,000 shares of no par value preferred stock authorized.

During the period ended July 31, 2010 the Company issued 30,000,000 shares of common stock to its founder at $0.0001 per share for a subscription receivable of $3,000.  The funds were collected in August 2010.

As of July 31, 2010, Lender has 30,000,000 shares of common stock issued and outstanding.

NOTE 5 – INCOME TAXES

As of July 31, 2010, the Company had net operating loss carry forwards of approximately $5,308 that may be available to reduce future years’ taxable income through 2030. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The provision for Federal income tax consists of the following:

	July 31, 2010
Refundable Federal income tax attributable to:
Current Operations	$	1,802
Less: valuation allowance		(1,802	)
Net provision for Federal income taxes	$	0

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

	July 31, 2010
Deferred tax asset attributable to:
Net operating loss carryover	$	1,802
Less: valuation allowance		(1,802	)
Net deferred tax asset	$	0

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of $5,308 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.

F-8

LENDER TO LENDER FRANCHISE, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

JULY 31, 2010

NOTE 6 – LIQUIDITY AND GOING CONCERN

Lender has negative working capital, has incurred losses since inception, and has not yet received revenues from sales of products or services.  These factors create substantial doubt about the Company’s ability to continue as a going concern.  The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

The ability of Lender to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations.  Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Lender neither owns nor leases any real or personal property. A related party has provided office services without charge.  There is no obligation for this arrangement to continue.  Such costs are immaterial to the financial statements and accordingly are not reflected herein.  The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

NOTE 8 – SUBSEQUENT EVENTS

On August 12, 2010, the Company acquired 100% of Lender to Lender Finance, Inc. and 100% of Lender to Lender Franchise Systems, Inc. in exchange for 30,000,000 shares of common stock.

Additionally, on August 12, 2010, the Company adopted the 2010 Equity Incentive Plan which created a stock option plan for employees.  The Equity Incentive Plan grants 330,050 warrants of the company’s common stock that will vest in equal installments over five years with an exercise price of $1.00 per share.

Additionally, the Equity Incentive Plan grants 1,060,000 stock options with an exercise price of $1.00 to various employees.

Management has evaluated subsequent events through August 31, 2010 and has determined it does not have any material subsequent events to disclose beyond the events described above.

F-9

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION.

On August 12, 2010, Lender to Lender Franchise, Inc. completed its acquisition of Lender to Lender Franchise System, LLC (“LLFS”) and Lender to Lender Financing, LLC (“LLFI”).  For accounting purposes, this business combination has been treated as a stock acquisition with Lender to Lender Franchise, Inc. as the acquirer.  The following unaudited pro forma combined balance sheets and income statements are based on historical financial statements of the companies.  The unaudited pro forma combined financial statements are provided for information purposes only. The pro forma financial statements are not necessarily indicative of what the financial position or results of operations actually would have been had the acquisition been completed at the dates indicated below.  In addition, the unaudited pro forma combined financial statements do not purport to project the future financial position or operating results of the combined company.  The unaudited pro forma combined financial information has been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. For pro forma purposes:

• The Unaudited Pro Forma Combined Balance Sheet as of July 31, 2010 combines the historical balance sheets of the companies as of July 31, 2010 and June 30, 2010, giving effect to the acquisitions/mergers as if they had occurred on January 1, 2010.  

• The Unaudited Pro Forma Combined Income Statements for the period from July 15, 2010 (Inception) to July 31, 2010 and for the six months ended June 30, 2010 combines the historical income statements of the companies for the indicated periods, giving effect to the acquisitions/mergers as if they had occurred on January 1, 2010.

LENDER TO LENDER FRANCHISE SYSTEM, L.L.C.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

DECEMBER 31, 2009 AND 2008

LENDER TO LENDER FRANCHISE SYSTEM, L.L.C.

(A DEVELOPMENT STAGE COMPANY)

TABLE OF CONTENTS

DECEMBER 31, 2009 and 2008

Auditor’s Report Letter	F - 1
Balance Sheets as of December 31, 2009 and 2008	F - 2
Statements of Operations and Member’s Equity (Deficit) for the periods ended December 31, 2009 and 2008 and for the period from July 2, 2008 (inception) to December 31, 2009	F - 3
Statements of Cash Flows for the periods ended December 31, 2009 and 2008 and for the period from July 2, 2008 (inception) to December 31, 2009	F - 4
Notes to Financial Statements	F - 5 – F - 6

Silberstein Ungar, PLLC CPAs and Business Advisors

Phone (248) 203-0080

Fax (248) 281-0940

30600 Telegraph Road, Suite 2175

Bingham Farms, MI 48025-4586

www.sucpas.com

To the Board of Directors

Lender to Lender Franchise System, L.L.C.

We have audited the accompanying balance sheets of Lender to Lender Franchise System, L.L.C. as of December 31, 2009 and 2008, and the related statements of operations and member’s equity (deficit) and cash flows for the periods then ended and for the period from July 2, 2008 (date of inception) through December 31, 2009.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statement is free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above presents fairly, in all material respects, the financial position of Lender to Lender Franchise System, L.L.C., as of December 31, 2009 and 2008, and the results of its operations and its cash flows for the periods then ended and for the period from July 2, 2008 (date of inception) through December 31, 2009 in conformity with accounting principles generally accepted in the United States of America.

/s/ Silberstein Ungar, PLLC

Silberstein Ungar, PLLC

Bingham Farms, Michigan

December 14, 2010

 

F-1

LENDER TO LENDER FRANCHISE SYSTEM, L.L.C.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

AS OF DECEMBER 31, 2009 AND 2008

	December 31, 2009			December 31, 2008
ASSETS
Current Assets
Cash and equivalents	$	10,007		$	10,002
Property and equipment, net		763			848
TOTAL ASSETS	$	10,770		$	10,850
LIABILITIES AND MEMBER’S EQUITY (DEFICIT)
Liabilities
Current Liabilities
Notes payable – related party	$	90,993		$	0
Accrued interest – related party		1,201			0
Total current liabilities		92,194			0
Member’s equity (deficit)		(81,424	)		10,850
TOTAL LIABILITIES AND MEMBER’S EQUITY (DEFICIT)	$	10,770		$	10,850

See accompanying notes to the financial statements.

F-2

LENDER TO LENDER FRANCHISE SYSTEM, L.L.C.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS AND MEMBER’S EQUITY (DEFICIT)

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

FOR THE PERIOD FROM JULY 2, 2008 (INCEPTION) TO DECEMBER 31, 2009

							From July 2, 2008
							(Inception)
	December 31,			December 31,			December 31,
	2009			2008			2009
GROSS REVENUES	$	0		$	0		$	0
OPERATING EXPENSES		18,859			61,361			80,230
INCOME FROM OPERATIONS		18,869			(61,361	)		(80,230	)
OTHER INCOME (EXPENSE)		(1,196	)		2			(1,194	)
NET LOSS		(20,065	)		(61,359	)		(81,424	)
MEMBER’S EQUITY (DEFICIT) - BEGINNING OF PERIOD		10,850			0			0
CONTRIBUTIONS BY MEMBER		0			72,209			72,209
DISTRIBUTIONS TO MEMBER		(72,209	)		0			(72,209	)
MEMBER’S EQUITY (DEFICIT) - END OF PERIOD	$	(81,424	)	$	10,850		$	(81,424	)

See accompanying notes to the financial statements.

F-3

LENDER TO LENDER FRANCHISE SYSTEM, L.L.C.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

FOR THE PERIOD FROM JULY 2, 2008 (INCEPTION) TO DECEMBER 31, 2009

							From July 2, 2008
							(Inception)
	December 31,			December 31,			December 31,
	2009			2008			2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(20,065	)	$	(61,359	)	$	(81,424	)
Change in non-cash working capital items
Depreciation		85			0			85
Change in assets and liabilities
Increase in accrued interest – related party		1,201			0			1,201
CASH FLOWS USED BY OPERATING ACTIVITIES		(18,779	)		(61,359	)		(80,138	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for office equipment		0			(848	)		(848	)
CASH FLOWS USED IN INVESTING ACTIVITIES		0			(848	)		(848	)
CASH FLOWS FROM FINANCING ACTIVITIES
Loans received from related party		90,993			0			90,993
Contributions by member		0			72,209			72,209
Distributions to member		(72,209	)		0			(72,209	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		18,784			72,209			90,993
NET INCREASE IN CASH		5			10,002			10,007
Cash, beginning of period		10,002			0			0
Cash, end of period	$	10,007		$	10,002		$	10,007
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	0		$	0
Income taxes paid	$	0		$	0

See accompanying notes to the financial statements.

F-4

LENDER TO LENDER FRANCHISE SYSTEM, L.L.C.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2009

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Lender to Lender Franchise System, L.L.C. (“Lender” and the “Company”) was organized in Michigan on July 2, 2008 to offer franchise businesses throughout the United States of America. The franchises will provide financial services to automobile dealerships that will assist the dealerships in providing automobile loans to persons that may not otherwise qualify for auto loans.

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting).  The Company has adopted a December 31 fiscal year end.

Development Stage Company

The Company’s planned principle operations have commenced, but there have not been revenues from operations as of December 31, 2009.  Current operations have been devoted to obtaining franchisees, advertising, developing markets and administrative functions.  The Company is therefore considered a development stage company under generally accepted accounting principles.  Accordingly, cumulative amounts from the Company’s inception through December 31, 2009, are shown on the statements of operations and cash flows.

Cash and Cash Equivalents

Lender considers all highly liquid investments with maturities of three months or less to be cash equivalents.  At December 31, 2009 and 2008, respectively, the Company had $10,007 and $10,002 of cash.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, notes payable – related party, and accrued interest – related party. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Income Taxes

The Company is not a tax paying entity for Federal income tax purposes and its income, losses, and tax credits are reported by its member on his individual income tax return.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Advertising and Promotional Costs

Advertising and promotional costs are expensed as incurred.  Advertising and promotional expenses were $7,279 for the year ended December 31, 2009.

Revenue Recognition

Royalty fees and advertising fees will be a percentage of franchisees monthly gross receipts, as defined in the franchise agreement. In accordance with ASC 952-605-25, the Company will not recognize income from sales of franchises until after all material services or conditions relating to the sale have been substantially performed or satisfied by the Company, substantially all of the initial services of the Company required by the franchise agreement have been performed, and no other material conditions or obligations relating to the determination of substantial performance exist.  After both parties sign the contract, the fee is non-refundable.  At December 31, 2009, the Company had 0 franchises in operation.

 

F-5

LENDER TO LENDER FRANCHISE SYSTEM, L.L.C.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2009

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements

Lender does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

NOTE 2 – PROPERTY AND EQUIPMENT

The Company owned property and equipment, recorded at cost, which consisted of the following at December 31, 2009 and 2008:

	2009			2008
Office furniture	$	848		$	848
Less: Accumulated depreciation		(85	)		0
Property and equipment, net	$	763		$	848

Depreciation is recorded using the straight-line method over the estimated useful lives of the assets.  The depreciation expense was $85 for the year ended December 31, 2009.

NOTE 3 – NOTES PAYABLE – RELATED PARTIES

Lender has received loans from an officer of the Company to be used for working capital. The loans are due upon demand, unsecured and bear interest at the mid-term applicable federal rate (2.64% at December 31, 2009). The total amount due to the officer was $90,993 as of December 31, 2009. Accrued interest payable as of December 31, 2009 was $1,201.

NOTE 4 – OTHER INCOME (EXPENSE)

Other income (expense) was comprised of the following:

	2009			2008
Interest income	$	5		$	2
Interest expense-related party		(1,201	)		0
Total other income (expense)	$	(1,196	)	$	2

NOTE 5 – SUBSEQUENT EVENTS

On August 12, 2010, 100% of the outstanding member interest was acquired by Lender to Lender Franchise, Inc., a related party due to common ownership.

Management has evaluated subsequent events through December 14, 2010 and has determined it does not have any material subsequent events to disclose beyond the events described above.

 

F-6

LENDER TO LENDER FINANCING, L.L.C.

FINANCIAL STATEMENTS

DECEMBER 31, 2009 AND 2008

LENDER TO LENDER FINANCING, L.L.C.

TABLE OF CONTENTS

DECEMBER 31, 2009 and 2008

Report of Independent Registered Public Accounting Firm	F - 1
Balance Sheets as of December 31, 2009 and 2008	F - 2
Statements of Operations for the years ended December 31, 2009 and 2008	F - 3
Statement of Member’s Equity as of December 31, 2009	F - 4
Statements of Cash Flows for the years ended December 31, 2009 and 2008	F - 5
Notes to Financial Statements	F - 6 – F - 9

Silberstein Ungar, PLLC CPAs and Business Advisors

Phone (248) 203-0080

Fax (248) 281-0940

30600 Telegraph Road, Suite 2175

Bingham Farms, MI 48025-4586

www.sucpas.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Lender to Lender Financing, L.L.C.

27322 23 Mile Rd., Suite 5

Chesterfield Township, MI  48051

We have audited the accompanying balance sheets of Lender to Lender Financing, L.L.C., as of December 31, 2009 and 2008, and the related statements of operations, member’s equity, and cash flows for the years then ended.  These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Lender to Lender Financing, L.L.C. as of December 31, 2009 and 2008, and the results of its operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

/s/ Silberstein Ungar, PLLC

Silberstein Ungar, PLLC

Bingham Farms, Michigan

December 14, 2010

F-1

LENDER TO LENDER FINANCING, L.L.C.

BALANCE SHEETS

AS OF DECEMBER 31, 2009 AND 2008

	December 31, 2009		December 31, 2008
ASSETS
Current Assets
Cash and equivalents	$	179,214	$	155,036
Prepaid expenses		12,490		0
Dealer loans receivable – current portion		1,090,534		487,455
Note receivable – related party – current portion		445,092		802,644
Total Current Assets		1,727,330		1,445,135
Property and equipment, net		99,290		8,351
Other Assets
Dealer loans receivable, net		1,207,233		2,297,767
Note receivable – related party		226,782		524,331
Total Other Assets		1,434,015		2,822,098
TOTAL ASSETS	$	3,260,635	$	4,275,584
LIABILITIES AND MEMBER’S EQUITY
Liabilities
Current Liabilities
Accounts payable	$	108,037	$	107,760
Accrued expenses		15,830		26,919
Line of credit		2,967,383		4,138,383
Total Liabilities		3,091,250		4,273,062
Member’s Equity		169,385		2,522
TOTAL LIABILITIES AND MEMBER’S EQUITY	$	3,260,635	$	4,275,584

See accompanying notes to the financial statements.

F-2

LENDER TO LENDER FINANCING, L.L.C.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

	2009		2008
GROSS REVENUES	$	1,161,885	$	481,560
COST OF GOODS SOLD		9,234		215,664
GROSS PROFIT		1,152,651		265,896
OPERATING EXPENSES		900,573		1,125,905
INCOME FROM OPERATIONS		252,078		(860,009	)
OTHER INCOME		6,000		0
INCOME BEFORE INCOME TAX BENEFIT		258,078		(860,009	)
STATE INCOME TAX BENEFIT		4,013		0
NET INCOME	$	262,091	$	(860,009	)

See accompanying notes to the financial statements.

F-3

LENDER TO LENDER FINANCING, L.L.C.

STATEMENT OF MEMBER’S EQUITY

AS OFDECEMBER 31, 2009

Balance, January 1, 2008	$	1,173,972
Less:  Distributions to member		(311,441	)
Net loss for the year ended December 31, 2008		(860,009	)
Balance, December 31, 2008		2,522
Less:  Distributions to member		(95,228	)
Net income for the year ended December 31, 2009		262,091
Balance, December 31, 2009	$	169,385

See accompanying notes to the financial statements.

F-4

LENDER TO LENDER FINANCING, L.L.C.

STATEMENTS OF CASH FLOWS

YEARSENDED DECEMBER 31, 2009 AND 2008

	2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) for the period	$	262,091		$	(860,009	)
Change in non-cash working capital items
Depreciation		675			10,261
Changes in assets and liabilities:
(Increase) decrease in prepaid expenses		(12,490	)		20,986
Increase in accounts payable		277			100,796
Increase (decrease) in accrued expenses		(11,089	)		16,085
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		239,464			(711,881	)
CASH FLOWS FROM INVESTING ACTIVITIES
Advances on dealer loans		(2,036,445	)		(3,114,675	)
Payments received on dealer loans		2,523,901			1,554,820
Advances on notes receivable-related party		(480,336	)		(934,143	)
Payments received on notes receivable-related party		1,135,436			1,290,808
Purchase of property and equipment		(91,614	)		(7,341	)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		1,050,942			(1,210,531	)
CASH FLOWS FROM FINANCING ACTIVITIES
Member draws		(95,228	)		(311,441	)
Capital Contributions					0
Proceeds from line of credit		0			2,312,895
Payments on line of credit		(1,171,000	)		0
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		(1,266,228	)		2,001,454
NET INCREASE IN CASH		24,178			79,042
Cash, beginning of period		155,036			75,994
Cash, end of period	$	179,214		$	155,036
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	178,320		$	197,186
Income taxes paid	$	0		$	0

See accompanying notes to the financial statements.

F-5

LENDER TO LENDER FINANCING, L.L.C.

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2009

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Lender to Lender Financing, LLC “the Company” or “Lender” provides auto financing to consumers. These financing arrangements are offered to a non-affiliated network of dealerships, which allows consumers, regardless of their credit history, to purchase a vehicle from the dealership and finance the vehicle through the Company. These financing arrangements are referred to as “dealer loans”. The Company’s primary market is Michigan.

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting).  The Company has adopted a December 31 fiscal year end.

Cash and Cash Equivalents

Lender considers all highly liquid investments with maturities of three months or less to be cash equivalents.  At December 31, 2009 and 2008, the Company had $179,214 and $155,036 of cash, respectively.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Income Taxes

A provision for federal income taxes has not been included in the financial statements since income or loss of the Company is required to be reported by the member on its income tax return.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Advertising and Promotional Costs

Advertising and promotional costs are expensed as incurred.  Advertising and promotional expenses were $10,971 and $29,713 for the years ended December 31, 2009 and 2008, respectively.

Recent Accounting Pronouncements

Lender does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

NOTE 2 – PREPAID EXPENSES

Prepaid expenses consisted of the following as of December 31, 2009 and 2008:

	2009		2008
Prepaid insurance	$	197	$	0
Prepaid Michigan business tax		12,293		0
Total Prepaid expenses	$	12,490	$	0

F-6

LENDER TO LENDER FINANCING, L.L.C.

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2009

NOTE 3 – PROPERTY AND EQUIPMENT

The Company owned property and equipment, recorded at cost, which consisted of the following at December 31, 2009 and 2008:

	2009			2008
Computer equipment	$	26,248		$	26,248
Automobiles		91,614			0
Furniture and fixtures		1,700			1,700
Software		4,189			4,189
Machinery and equipment		7,311			7,311
Office equipment		5,944			5,944
Subtotal		137,006			45,392
Less: Accumulated depreciation		(37,716	)		(37,041	)
Property and equipment, net	$	99,290		$	8,351

Depreciation is recorded using the straight-line method over the estimated useful lives of the assets.  The depreciation expense was $675 and $10,261 for the years ended December 31, 2009 and 2008.

NOTE 4 – DEALER LOANS

The Company has entered into multiple servicing agreements with dealers, where the Company advances the dealer a percentage of the face amount of the loan the dealer makes to its customers and takes assignment of the underlying loan as collateral.  The percentage of the face amount that is advanced is computed by the Company’s proprietary web based software on a customer by customer basis.  The Company charges a 20% service fee on each payment collected from the customer; the remaining payment in excess of the service fee is applied to the loan’s outstanding principal balance.  In the event that collections on a loan exceed the original loan advance, the Company retains its service fee and the excess balance is due back to the dealer.  The dealers guarantee the collection of the loan advances.  Collections in excess of the advances on one loan may be offset against unpaid advances within that dealer’s loan pool.

The Company follows an approach similar to ASC Topic 310 in determining itsallowance for credit losses. The allowance is maintained at an amount that reduces the net asset value (dealer loan balance less the allowance) to the discounted value of future cash flows.  The allowance for credit losses is comprised of estimated future collections on the loans to consumers, less any estimated dealer holdback payments.  In estimating future collections and dealer holdback payments for each nonaffiliated dealer, the Company considers a dealer’s actual collection and loss data on a static pool basis and also considers the Company’s historical loss and collection experience.  The Company’s collection forecast for each dealer is updated monthly and considers the most recent static pool data available for each dealer.

Cash flows from any individual dealer loan are often different than estimated cash flows and dealer loan inception.  If such a difference is favorable, the difference is recognized into income over the life of the dealer loan through a yield adjustment.  If such a difference is unfavorable, a provision for credit losses is recorded as a current period expense and a corresponding allowance for credit loss is established.  Because differences between estimated cash flows at inceptions and actual cash flows can occur often, an allowance is required for a significant portion of the Company’s dealer loan portfolio.  Allowance for credit loss does not necessarily indicate that a dealer loan is unprofitable, and in recent years very seldom are cash flows from a dealer loan portfolio insufficient to repay the initial amounts advance to the dealer.  If a positive revision occurs to the estimated cash flows for a dealer loan pool that has an allowance for credit loss recorded, the allowance is reversed up to the lesser of the amount of the positive revision or allowance.

F-7

LENDER TO LENDER FINANCING, L.L.C.

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2009

NOTE 4 – DEALER LOANS (CONTINUED)

Dealer loans at December 31, 2009 and 2008 were comprised of the following:

	2009			2008
Gross dealer loans receivable	$	2,526,330		$	3,249,161
Less: Unearned fees		(122,894	)		(266,859	)
Less: Allowance for credit losses		(105,669	)		(197,080	)
Dealer loans receivable, net	$	2,297,767		$	2,785,222

NOTE 5 – NOTES RECEIVABLE – RELATED PARTY

As of December 31, 2009, the Company was due $671,874 from various related entities.  The notes for $445,092 are non-interest bearing and secured by loan receivables.  The remaining note of $226,782 is classified as long-term on the balance sheet, as management does not anticipate repayment within one year.  As of December 31, 2008, the Company was due $1,326,974 from various related entities. The notes are non-interest bearing and secured by loan receivables.

NOTE 6 – ACCRUED EXPENSES

Accrued expenses consisted of the following as of December 31, 2009 and 2008:

	2009		2008
Accrued sales tax	$	8,785	$	13,259
Accrued payroll		7,045		4,886
Accrued interest		0		8,774
Total Accrued expenses	$	15,830	$	26,919

NOTE 7 – LINE OF CREDIT

At December 31, 2009 and 2008, the Company had a note payable in the amount of $2,967,383 and $4,138,383.  In 2009, the note required monthly payments of $100,000 plus interest.  The note bears interest at the thirty-day LIBOR plus 5.5%, is secured by cash held at the bank, accounts receivable, life insurance and is personally guaranteed by an officer of the Company.  The note is subject to various financial covenants.  In 2008, borrowings were limited to formulas based on the Company’s loans receivable.  Interest was payable monthly at a rate of 1 percent above the prime rate (3.25% at December 31, 2008).  There were no principal repayments in 2008.

NOTE 8 – LEASE COMMITMENT

During the years ended December 31, 2009 and 2008, the Company incurred rent expense of $31,200 and $25,190, respectively, for their office.  The lease agreement requires monthly payments of $2,600 and expires June 30, 2012.  Future minimum payments under the non-cancelable lease agreement total $78,000 through the period ending June 30, 2012.

NOTE 9 – SUBLEASE

During the year ended December 31, 2009, the Company sublet a portion of their office to an unrelated third party.  The lease is month-to-month with monthly payments of $500.  Rental income totaled $6,000 for the year ended December 31, 2009.

F-8

LENDER TO LENDER FINANCING, L.L.C.

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2009

NOTE 10 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through December 20, 2010 and has determined it does not have any material subsequent events to disclose beyond the events described above.

F-9

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION.

On August 12, 2010, Lender to Lender Franchise, Inc. completed its acquisition of Lender to Lender Franchise System, LLC (“LLFS”) and Lender to Lender Financing, LLC (“LLFI”).  For accounting purposes, this business combination has been treated as a stock acquisition with Lender to Lender Franchise, Inc. as the acquirer.  The following unaudited pro forma combined balance sheets and income statements are based on historical financial statements of the companies.  The unaudited pro forma combined financial statements are provided for information purposes only. The pro forma financial statements are not necessarily indicative of what the financial position or results of operations actually would have been had the acquisition been completed at the dates indicated below.  In addition, the unaudited pro forma combined financial statements do not purport to project the future financial position or operating results of the combined company.  The unaudited pro forma combined financial information has been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. For pro forma purposes:

• The Unaudited Pro Forma Combined Balance Sheet as of December 31, 2009 combines the historical balance sheets of the companies as of December 31, 2009, giving effect to the acquisitions as if they had occurred on January 1, 2009.  

• The Unaudited Pro Forma Combined Income Statements as of December 31, 2009 combines the historical income statements of the companies as of December 31, 2009, giving effect to the acquisitions as if they had occurred on January 1, 2009.

LENDER TO LENDER FRANCHISE, INC.

TABLE OF CONTENTS

DECEMBER 31, 2009

Pro Forma Combined Balance Sheets as of December 31, 2009 (unaudited)	2
Pro Forma Combined Statements of Operations as of December 31, 2009 (unaudited)	3
Notes to the Pro Forma Adjustments	4

LENDER TO LENDER FRANCHISE, INC.

PRO FORMA COMBINED BALANCE SHEETS (unaudited)

AS OF DECEMBER 31, 2009

	Lender to Lender Franchise, Inc.		Lender to Lender Financing, LLC		Lender to Lender Franchise System, LLC			Eliminations			Total
ASSETS
Current Assets
Cash and cash equivalents	$	0	$	179,214	$	10,007					$	189,221
Prepaid expenses and taxes		0		12,490		0						12,490
Total Current Assets		0		191,704		10,007						201,711
Property and Equipment, Net		0		99,290		763						100,053
Other Assets
Dealer Loans		0		2,297,767		0						2,297,767
Note receivable – related party		0		671,874		0			(82,062	)a		589,812
Total Other Assets		0		2,969,641		0						2,887,579
TOTAL ASSETS	$	0	$	3,260,635	$	10,770					$	3,189,343
LIABILITIES AND EQUITY (DEFICIT)
Current Liabilities
Accounts payable	$	0	$	108,037	$	0					$	108,037
Accrued expenses and taxes		0		15,830		0						15,830
Notes payable – related party		0		0		92,194			(82,062	)a		10,132
Notes payable – current portion		0		2,967,383		0						2,967,383
Total Current Liabilities		0		3,091,250		92,194						3,101,382
EQUITY (DEFICIT)
Common stock		0		0		0			3,000	b		3,000
Additional paid in capital		0		0		0			84,961	b		84,961
Member’s equity (deficit)		0		169,385		(81,424	)		(87,961	)c		0
Total Equity (Deficit)		0		169,385		(81,424	)					87,961
TOTAL LIABILITIES AND EQUITY (DEFICIT)	$	0	$	3,260,635	$	10,770					$	3,189,343

2

LENDER TO LENDER FRANCHISE, INC.

PRO FORMA COMBINED STATEMENTS OF OPERATIONS (unaudited)

FOR THE YEAR ENDED DECEMBER 31, 2009

	Lender to Lender Franchise, Inc.		Lender to Lender Financing, LLC			Lender to Lender Franchise System, LLC			Totals
GROSS REVENUES	$	0	$	1,161,885		$	0		$	1,161,885
COST OF GOODS SOLD		0		9,234			0			9,234
GROSS PROFIT		0		1,152,651			0			1,152,651
OPERATING EXPENSES		0		(968,268	)		(20,070	)		(988,338	)
INCOME (LOSS) FROM OPERATIONS		0		184,383			(20,070	)		164,313
OTHER INCOME (EXPENSE)		0		6,000			5			6,005
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES		0		190,383			(20,065	)		170,318
(PROVISION) BENEFIT FOR INCOME TAXES		0		4,013			0			4,013
NET INCOME (LOSS)	$	0	$	194,396		$	(20,065	)	$	174,331

3

LENDER TO LENDER FRANCHISE, INC.

NOTES TO THE PRO FORMA ADJUSTMENTS (unaudited)

DECEMBER 31, 2009

(a) Elimination of intercompany notes receivable and payable

(b) Issuance of 30,000,000 shares of $.0001 par value common stock of Lender to Lender Franchise, Inc. in exchange for 100% ownership of Lender to Lender Financing, Inc. and Lender to Lender Franchise System, Inc.

(c) Elimination of Lender to Lender Financing, Inc. and Lender to Lender Franchise System, Inc. shareholder’s and member’s equity (deficit) in exchange for shares of Lender to Lender Franchise, Inc.

4

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION.

On August 12, 2010, Lender to Lender Franchise, Inc. completed its acquisition of Lender to Lender Franchise System, LLC (“LLFS”) and Lender to Lender Financing, LLC (“LLFI”).  For accounting purposes, this business combination has been treated as a stock acquisition with Lender to Lender Franchise, Inc. as the acquirer.  The following unaudited pro forma combined balance sheets and income statements are based on historical financial statements of the companies.  The unaudited pro forma combined financial statements are provided for information purposes only. The pro forma financial statements are not necessarily indicative of what the financial position or results of operations actually would have been had the acquisition been completed at the dates indicated below.  In addition, the unaudited pro forma combined financial statements do not purport to project the future financial position or operating results of the combined company.  The unaudited pro forma combined financial information has been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. For pro forma purposes:

• The Unaudited Pro Forma Combined Balance Sheet as of December 31, 2008 combines the historical balance sheets of the companies as of December 31, 2008, giving effect to the acquisitions as if they had occurred on January 1, 2008.  

• The Unaudited Pro Forma Combined Income Statements as of December 31, 2008 combines the historical income statements of the companies as of December 31, 2008, giving effect to the acquisitions as if they had occurred on January 1, 2008.

LENDER TO LENDER FRANCHISE, INC.

TABLE OF CONTENTS

DECEMBER 31, 2008

Pro Forma Combined Balance Sheets as of December 31, 2008 (unaudited)	2
Pro Forma Combined Statements of Operations as of December 31, 2008 (unaudited)	3
Notes to the Pro Forma Adjustments	4

LENDER TO LENDER FRANCHISE, INC.

PRO FORMA COMBINED BALANCE SHEETS (unaudited)

AS OF DECEMBER 31, 2008

	Lender to Lender Franchise, Inc.		Lender to Lender Financing, LLC			Lender to Lender Franchise System, LLC		Eliminations			Total
ASSETS
Current Assets
Cash and cash equivalents	$	0	$	155,036		$	10,002				$	165,038
Prepaid expenses and taxes		0		0			0					0
Stock Subscription Receivable		0		0			0					0
Total Current Assets		0		155,036			10,002					165,038
Property and Equipment, Net		0		6,820			848					7,668
Other Assets
Dealer Loans		0		2,732,468			0					2,732,468
Note receivable – related party		0		1,326,974			0					1,326,974
Total Other Assets		0		4,059,442			0					4,059,442
TOTAL ASSETS	$	0	$	4,221,298		$	10,850				$	4,232,148
LIABILITIES AND EQUITY (DEFICIT)
Current Liabilities
Accounts payable	$	0	$	107,760		$	0				$	107,760
Accrued expenses and taxes		0		26,919			0					26,919
Notes payable – related party		0		0			0					0
Notes payable – current portion		0		4,138,383			0					4,138,383
Total Current Liabilities		0		4,273,062			0					4,273,062
EQUITY (DEFICIT)
Common stock		0		0			0		3,000	a		3,000
Additional paid in capital		0		0			0					0
									(3,000	)b
									40,914	b
Member’s equity (deficit)		0		(51,764	)		10,850		(40,914	)b		(43,914	)
Total Equity (Deficit)		0		(51,764	)		10,850					(40,914	)
TOTAL LIABILITIES AND EQUITY (DEFICIT)	$	0	$	4,221,298		$	10,850				$	4,232,148

2

LENDER TO LENDER FRANCHISE, INC.

PRO FORMA COMBINED STATEMENTS OF OPERATIONS (unaudited)

FOR THE YEAR ENDED DECEMBER 31, 2008

	Lender to Lender Franchise, Inc.		Lender to Lender Financing, LLC			Lender to Lender Franchise System, LLC			Totals
GROSS REVENUES	$	0	$	481,560		$	0		$	481,560
COST OF GOODS SOLD		0		215,664			0			215,664
GROSS PROFIT		0		265,896			0			265,896
OPERATING EXPENSES		0		(1,058,209	)		(61,361	)		(1,119,570	)
(LOSS) FROM OPERATIONS		0		(792,313	)		(61,361	)		(853,674	)
OTHER INCOME (EXPENSE)		0		0			2			2
(LOSS) BEFORE PROVISION FOR INCOME TAXES		0		(792,313	)		(61,359	)		(853,672	)
PROVISION FOR INCOME TAXES		0		0			0			0
NET (LOSS)	$	0	$	(792,313	)	$	(61,359	)	$	(853,672	)

3

LENDER TO LENDER FRANCHISE, INC.

NOTES TO THE PRO FORMA ADJUSTMENTS (unaudited)

DECEMBER 31, 2008

(a) Issuance of 30,000,000 shares of $.0001 par value common stock of Lender to Lender Franchise, Inc. in exchange for 100% ownership of Lender to Lender Financing, Inc. and Lender to Lender Franchise System, Inc.

(b) Elimination of Lender to Lender Financing, Inc. and Lender to Lender Franchise System, Inc. shareholder’s and member’s equity (deficit) via dividend distribution in exchange for shares of Lender to Lender Franchise, Inc.

4

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Officers

Our Bylaws, as amended, provide to the fullest extent permitted by Florida law that our directors or officers shall not be personally liable to us or our shareholders for damages for breach of such director's or officer's fiduciary duty. The effect of this provision of our Articles of Incorporation, as amended, is to eliminate our rights and our shareholders (through shareholders' derivative suits on behalf of our company) to recover damages against a director or officer for breach of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent behavior), except under certain situations defined by statute. We believe that the indemnification provisions in our Articles of Incorporation, as amended, are necessary to attract and retain qualified persons as directors and officers.

The Florida Business Corporation Act provides that a corporation may indemnify a director, officer, employee or agent made a party to an action by reason of that fact that he or she was a director, officer employee or agent of the corporation or was serving at the request of the corporation against expenses actually and reasonably incurred by him or her in connection with such action if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and with respect to any criminal action, had no reasonable cause to believe his or her conduct was unlawful.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 25. Other Expenses of Issuance and Distribution

The following table sets forth an itemization of all estimated expenses, all of which we will pay, in connection with the issuance and distribution of the securities being registered:

Nature of Expense	Amount
SEC registration fee	$	100.89
Accounting fees and expenses	$	10,000.00
Legal fees and expenses	$	15,000.00
TOTAL *	$	25,100.89

* Estimated

Item 26. Recent Sales of Unregistered Securities

On August 12, 2010, the Company issued an aggregate of 30,000,000 shares of its common stock to its founder and chief executive officer in exchange for his wholly owned interests in LLFS and LLFI pursuant to a stock purchase agreement. The shares were issued pursuant to the exemption from registration provided by Section 4(2) under the Securities Act. The shares contain a legend restricting their transferability absent registration or applicable exemption.

On August 12, 2010, the Company issued options and warrants to purchase up to 1,330,050 shares of common stock to nine individuals. These individuals received information concerning the Company and had the opportunity to ask questions about the Company. The warrants and options were issued pursuant to an exemption from registration provided by Section 4(2) of the Securities Act. The warrants and options contain a legend restricting their transferability absent registration or applicable exemption.

II-1

During September 2010, the Company accepted an aggregate of $25,000 from 50 investors to subscribe for 125,000 of our common shares under a private placement memorandum. The Company netted $25,000 in proceeds from the subscription. The shares were issued under the exemption from registration provided by Section 4(2) under the Securities Act of 1933, as amended. Twenty-three of the investors were accredited and twenty-seven were otherwise qualified investors. Each investor received information concerning the Company prior to making their investment decision. The certificates representing the shares contain legends restricting transferability absent registration or applicable exemption.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 27. Exhibits

Exhibit Number	Description
2.1	Stock Purchase Agreement dated August 12, 2010
3.1	Amended and Restated Articles of Incorporation of Lender to Lender Franchise, Inc., dated July 15, 2010
3.2	Bylaws of Lender to Lender Franchise, Inc.
5.1	Legality Opinion of Quintairos, Prieto, Wood & Boyer, P.A. (to be filed by amendment)
10.1	2010 Lender to Lender Franchise, Inc. Equity Incentive Plan
10.2	Chesterfield Lease Agreement (to be filed by amendment)
10.3	Form of Option Agreement dated August 12, 2010
10.4	Form of Warrant Agreement dated August 12, 2010
10.5	Form of Dealer Service Stand Alone Agreement
10.6	Form of Dealer Service Pooling Agreement
10.7	Form of Section 4(2) Subscription Agreement
14.1	Code of Ethics
21.1	List of subsidiaries of the Company
23.1	Consent of Silberstein Ungar, PLLC
23.2	Consent of Quintairos, Prieto, Wood & Boyer, P.A. (included in Exhibit 5.1)

II-2

Item 28. Undertakings

The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the "Securities Act");

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or together, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

(3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, in Chesterfield, Michigan on December 30, 2010.

LENDER TO LENDER FRANCHISE, INC.
By:	/s/ Richard Vanderport
	Richard Vanderport
	Chief Executive Officer and
	Principal Executive Officer

By:	/s/ Richard Vanderport
	Richard Vanderport
	Principal Financial Officer and
	Principal Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Richard Vanderport	Principal Executive Officer,	December 30, 2010
Richard Vanderport	Principal Financial Officer, Principal Accounting Officer and Director

II-4

EX-2.1

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this "Agreement") is entered into as of ______________, 2010 by and between Richard Vanderport, an individual resident of the State of Michigan (the “Seller”) and Lender to Lender Franchise, Inc., a Florida corporation (the “Buyer”).

RECITALS

WHEREAS, The Seller is the sole shareholder and owns a wholly owned interest in Lender to Lender Franchise System, Inc., a Michigan corporation (“LLFS”) and Lender to Lender Financing, Inc., a Michigan corporation (“LLFI”), LLFS and LLFI collectively referred to herein as, the “Company;

WHEREAS, Buyer desires to acquire from the Seller, and the Seller desires to sell to Buyer, one hundred percent (100%) of the issued and outstanding capital stock of the Company on the terms and subject to the conditions set forth in this Agreement;

NOW THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows:

ARTICLE I.

THE STOCK PURCHASE

1.1 Purchase and Sale of Shares of the Company Capital Stock. Upon the terms and subject to the conditions of this Agreement, the Seller shall sell, convey, transfer, assign and deliver to Buyer one hundred percent (100%) of the issued and outstanding capital stock of the Company (the “Company Stock”), free and clear of any liens or encumbrances.

1.2 Closing. The Closing of the purchase and sale of the Company Stock shall take place on the date hereof, at the offices of Buyer or such other time and place as the parties may otherwise agree. The date on which the Closing occurs shall be referred to herein as the "Closing Date".

1.3 Purchase Price. The purchase price to be paid by Buyer to the Seller for the Shares shall be thirty million (30,000,000) shares of common stock of the Buyer (the “Buyer Stock”).

ARTICLE II.

REPRESENTATIONS AND WARRANTIES OF BUYER

As a material inducement to the Seller to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer makes the following representations and warranties:

2.1 Corporate Status. Buyer is a company duly organized, validly existing and in good standing under the laws of Florida.

2.2 Corporate Power and Authority. Buyer has the corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Buyer has taken all action necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby.

2.3 Enforceability. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity.

2.4 No Violation. The execution and delivery of this Agreement by Buyer, the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby will not (i) contravene any provision of the Articles of Organization or Operating Agreement of Buyer, (ii) violate or conflict with any law, statute, ordinance, rule, regulation, decree, writ, injunction, judgment or order of any Governmental Authority or of any arbitration award which is either applicable to, binding upon or enforceable against Buyer, (iii) conflict with, result in any breach of, or constitute a default (with or without the passage of time or the giving of notice or both) under, or give rise to a right to terminate, amend, modify, abandon or accelerate, any contract which is applicable to, binding upon or enforceable against Buyer, or (iv) require the consent, approval, authorization or permit of, or filing with or notification to, any governmental authority, any court or tribunal or any other Person.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF THE SELLER

As a material inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, the Seller makes the following representations and warranties to Buyer:

3.1 Corporate Status. Each of LLFS and LLFI are duly organized, validly existing and in good standing under the laws of Michigan, and have the requisite power and authority to own or lease its properties and to carry on its business as now being conducted. There is no pending or threatened proceeding for the dissolution, liquidation, insolvency or rehabilitation of the Company.

3.2 Power and Authority. The Seller has the power and authority to execute and deliver this Agreement to perform his obligations hereunder and to consummate the transactions contemplated hereby. The Seller and the Company have taken all action necessary to authorize the execution and delivery of this Agreement, the performance of their obligations hereunder and the consummation of the transactions contemplated hereby.

3.3 Shareholders of the Company. As of the date hereof, the Seller is the holder of all issued and outstanding shares of capital stock of LLFS and LLFI, and Seller owns such shares free and clear of all liens, restrictions, encumbrances and claims of any kind.

ARTICLE IV.

CERTAIN ADDITIONAL AGREEMENTS

4.1 Further Assurances; Compliance with Covenants. Each party shall execute and deliver such additional instruments and other documents and shall take such further actions as may be necessary or appropriate to effectuate, carry out and comply with all of the terms of this Agreement and the transactions contemplated hereby.

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4.2 Other Actions. Each of the parties hereto shall take all appropriate actions, and do, or cause to be done, all things necessary, proper or advisable under any applicable laws, regulations and contracts to consummate and make effective the transactions contemplated herein, including, without limitation, obtaining all licenses, permits, consents, approvals, authorizations, qualifications and orders of any governmental authority and parties to contracts with the Company as are necessary for the consummation of the transactions contemplated hereby. The parties also agree to use best efforts to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the transactions contemplated hereby and to lift or rescind any injunction or restraining order or other adversely affecting the ability of the parties to consummate the transactions contemplated hereby.

4.3 Shareholder Vote. The shareholders of the Seller have consented to the transactions contemplated hereby.

ARTICLE V.

GENERAL PROVISIONS

5.1 Entire Agreement; No Third Party Beneficiaries. This Agreement (including the exhibits and schedules attached hereto) and other documents delivered at the Closing pursuant hereto, contains the entire understanding of the parties in respect of its subject matter and supersedes all prior agreements and understandings (oral or written) between or among the parties. The parties agree that prior drafts of this Agreement shall not be deemed to provide any evidence as to the meaning of any provision hereof or the intent of the parties with respect thereto. The exhibits and schedules constitute a part hereof as though set forth in full above.

5.2 Expenses. The parties shall pay their own fees and expenses, including their own counsel fees, incurred in connection with this Agreement or any transaction contemplated hereby.

5.3 Amendment; Waiver. This Agreement may not be modified, amended, supplemented, canceled or discharged, except by written instrument executed by all parties. No failure to exercise and no delay in exercising, any right, power or privilege under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right, power or privilege hereunder preclude the exercise of any other right, power or privilege. No waiver of any breach of any provision shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision, nor shall any waiver be implied from any course of dealing between the parties. No extension of time for performance of any obligations or other acts hereunder or under any other agreement shall be deemed to be an extension of the time for performance of any other obligations or any other acts. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies, at law or equity that they may have against each other.

5.4 Binding Effect; Assignment. The rights and obligations of this Agreement shall bind and inure to the benefit of the parties and their respective successors and assigns. Nothing expressed or implied herein shall be construed to give any other person any legal or equitable rights hereunder.

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5.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. A telecopy signature of any party shall be considered to have the same binding legal effect as an original signature.

5.6 Interpretation. When a reference is made in this Agreement to an article, section, paragraph, clause, schedule or exhibit, such reference shall be deemed to be to this Agreement unless otherwise indicated. The headings contained herein and on the schedules are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or the schedules. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words ''without limitation."

5.7 Construction. The parties agree and acknowledge that they have jointly participated in the negotiation and drafting of this Agreement. In the event of an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumptions or burdens of proof shall arise favoring any party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. If any party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty, or covenant relating to the same subject matter (regardless of the relative levels of specificity) which the party has not breached shall not detract from or mitigate the fact that the party is in breach of the first representation, warranty, or covenant. The mere listing (or inclusion of copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty relates solely to the existence of the document or other items itself).

5.8 Governing Law; Severability. This Agreement shall be construed in accordance with and governed for all purposes by the laws of the State of Florida.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be effective as of the day and year first above written.

LENDER TO LENDER FRANCHISE, INC.

/s/Richard Vanderport

Richard Vanderport, Chief Executive Officer

/s/Richard Vanderport

Richard Vanderport

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EX-3.1

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF LENDER TO LENDER FRANCHISE, INC.

Pursuant to Section 607.1007 of the Business Corporation Act of the State of Florida, the undersigned, being the Directors of Lender to Lender Franchise, Inc. (hereinafter the “Corporation”), a Florida corporation, and desiring to amend and restate its Articles of Incorporation, do hereby certify:

FIRST:  The Articles of Incorporation of the Corporation were filed with the Secretary of State of Florida on July 15, 2010, Document No. P10000058715.

SECOND:  These Amended and Restated Articles of Incorporation, which supersede the original Articles of Incorporation and all amendments to them, were adopted by all of the Directors of the Corporation and its shareholders on July __, 2010.  To effect the foregoing, the text of the Articles of Incorporation is hereby restated and amended as herein set forth in full:

ARTICLE I

NAME

The name of the Corporation is Lender to Lender Franchise, Inc.

ARTICLE II

DURATION

The term of existence of the Corporation is perpetual.

ARTICLE III

PURPOSE

The Corporation may transact any and all lawful business for which corporations may be organized under the Florida Business Corporation Act.

ARTICLE IV

PRINCIPAL OFFICE AND MAILING ADDRESS

The principal office and mailing address of the Corporation is:

100 Second Avenue South, #300N

St. Petersburg, Florida 33071

ARTICLE V

CAPITAL STOCK

The maximum number of shares that the Corporation shall be authorized to issue and have outstanding at any one time shall be One Hundred Five Million (105,000,000) shares, of which:

(i)           One Hundred Million (100,000,000) shares shall be designated Common Stock, $0.0001 par value. Each issued and outstanding share of Common Stock shall be entitled to one vote on each matter submitted to a vote at a meeting of the shareholders;

(ii)           Five Million (5,000,000) shares shall be designated Preferred Stock.  The Board of Directors of the Corporation, by resolution or resolutions, at any time and from time to time, shall be authorized to divide and establish any or all of the unissued shares of Preferred Stock into one or more series and, without limiting the generality of the foregoing, to fix and determine the designation of each such share, the number of shares which shall constitute such series and certain preferences, limitations and relative rights of the shares of each series so established.

ARTICLE VI

REGISTERED OFFICE AND AGENT

The street address of the Corporation’s registered office is:  100 Second Avenue South, #300N, St. Petersburg, Florida  33071.  The name of the Corporation’s registered agent at that office is:  Island Capital Management, LLC.

ARTICLE VII

INITIAL DIRECTORS

The initial director of the Corporation shall be Richard Vanderport.

ARTICLE VIII

INITIAL OFFICERS

The initial officers of the Corporation shall be:

Name	Title
Richard Vanderport	Chief Executive Officer
Jeffrey Bartlett	Chief Operating Officer
Renee Trout	Secretary and Treasurer

ARTICLE IX

AFFILIATED TRANSACTIONS

The Corporation expressly elects not to be governed by Section 607.0901 of the Florida Business Corporation Act, as amended from time to time, relating to affiliated transactions.

ARTICLE IX

CONTROL SHARE ACQUISITIONS

The Corporation expressly elects not to be governed by Section 607.0902 of the Florida Business Corporation Act, as amended from time to time, relating to control share acquisitions.

ARTICLE X

INDEMNIFICATION

The Corporation shall indemnify any present or former officer or director, or person exercising powers and duties of an officer or a director, to the full extent now or hereafter permitted by law.

THIRD:              The foregoing amendments were adopted by all of the Directors and holders of all of the outstanding Common Stock of the Corporation pursuant to section 607.1001 and 607.1003 of the Florida Business Corporation Act on July __, 2010.  Therefore, the number of votes cast for the amendment to the Corporation's Articles of Incorporation was sufficient for approval.

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IN WITNESS WHEREOF, the undersigned has executed these Amended and Restated Articles of Incorporation this __th day of July, 2010.

/s/Richard Vanderport

Richard Vanderport, Director, Chief Executive Officer

and Sole Shareholder

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EX-3.2

BY-LAWS

OF

LENDER TO LENDER FRANCHISE, INC.

a Florida corporation

TABLE OF CONTENTS

ARTICLE 1:          OFFICES		1
1.01	Principal Office	1
1.02	Registered Office	1
1.03	Other Offices	1
ARTICLE 2:          MEETINGS OF SHAREHOLDERS		1
2.01	Annual Meeting	1
2.02	Special Meeting	1
2.03	Shareholders' List for Meeting	2
2.04	Record Date	2
2.05	Notice of Meetings and Adjournment	3
2.06	Waiver of Notice	4
ARTICLE 3:          SHAREHOLDER VOTING		4
3.01	Voting Group Defined	4
3.02	Quorum and Voting Requirements for Voting Groups	4
3.03	Action by Single and Multiple Voting Groups	5
3.04	Shareholder Quorum and Voting; Greater or Lesser Voting Requirements	5
3.05	Voting for Directors; Cumulative Voting	5
3.06	Voting Entitlement of Shares	6
3.07	Proxies	7
3.08	Shares Held by Nominees	8
3.09	Corporation's Acceptance of Votes	8
3.10	Action by Shareholders Without Meeting	9
ARTICLE 4:          BOARD OF DIRECTORS AND OFFICERS		10
4.01	Qualifications of Directors	10
4.02	Number of Directors	10
4.03	Election of Directors; Terms of Directors Generally	10
4.04	Staggered Terms for Directors	10
4.05	Vacancy on Board	11
4.06	Compensation of Directors	11
4.07	Meetings	11
4.08	Action by Directors Without a Meeting	11
4.09	Notice of Meetings	12
4.10	Waiver of Notice	12
4.11	Quorum and Voting	12
4.12	Committees	12
4.13	Loans to Officers, Directors, and Employees; Guaranty of Obligations	13
4.14	Required Officers	13
4.15	Duties of Officers	14
4.16	Resignation and Removal of Officers	14
4.17	Contract Rights of Officers	14
4.18	General Standards for Directors	14
4.19	Director Conflicts of Interest	15
4.20	Resignation of Directors	16
ARTICLE 5:          INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS		16
ARTICLE 6:          REGISTERED OFFICE AND REGISTERED AGENT		20

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ARTICLE 7:          SHARES, OPTIONS, DIVIDENDS AND DISTRIBUTIONS		20
7.01	Authorized Shares	20
7.02	Terms of Class or Series Determined by Board of Directors	21
7.03	Issued and Outstanding Shares	21
7.04	Issuance of Shares.	22
7.05	Form and Content of Certificates	22
7.06	Shares Without Certificates	23
7.07	Restriction on Transfer of Shares and Other Securities	23
7.08	Shareholder's Pre-emptive Rights	23
7.09	Corporation's Acquisition of its Own Shares.	24
7.10	Share Options	24
7.11	Terms and Conditions of Stock Rights and Options	24
7.12	Share Dividends	24
7.13	Distributions to Shareholders	25
ARTICLE  8:          AMENDMENT OF ARTICLES AND BYLAWS		26
8.01	Authority to Amend the Articles of Incorporation	26
8.02	Amendment by Board of Directors	26
8.03	Amendment of Bylaws by Board of Directors	27
8.04	Bylaw Increasing Quorum or Voting Requirements for Directors	27
ARTICLE 9:          RECORDS AND REPORTS		28
9.01	Corporate Records	28
9.02	Financial Statements for Shareholders	28
9.03	Other Reports to Shareholders	29
9.04	Annual Report for Department of State	29
ARTICLE 10:          MISCELLANEOUS		30
10.01	Definition of the "Act"	30
10.02	Application of Florida Law	30
10.03	Fiscal Year	30
10.04	Conflicts with Articles of Incorporation	30

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ARTICLE 1. OFFICES

1.01        Principal Office

The principal office of the corporation in the State of Florida shall be established at such places as the board of directors from time to time determine.

1.02        Registered Office

The registered office of the corporation in the State of Florida shall be at the office of its registered agent as stated in the Articles of Incorporation of the corporation (the “Articles of Incorporation” or as the board of directors shall from time to time determine.

1.03        Other Offices

The corporation may have additional offices at such other places, either within or without the State of Florida, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE 2. MEETINGS OF SHAREHOLDERS

2.01        Annual Meeting

(1)           The corporation shall hold a meeting of shareholders annually, for the election of directors and for the transaction of any proper business, at a time stated in or fixed in accordance with a resolution of the board of directors.

(2)           Annual shareholders' meeting may be held in or out of the State of Florida at a place stated in or fixed in accordance with a resolution by the board of directors or, when not inconsistent with the board of directors' resolution stated in the notice of the annual meeting.  If no place is stated in or fixed in accordance with these Bylaws, or stated in the notice of the annual meeting, annual meetings shall be held at the corporation's principal office.

(3)           The failure to hold the annual meeting at the time stated in or fixed in accordance with these Bylaws or pursuant to the Act does not affect the validity of any corporate action and shall not work a forfeiture of or dissolution of the corporation.

2.02        Special Meeting

(1)           The corporation shall hold a special meeting of shareholders (a) on call of its board of directors or the person or persons authorized to do so by the board of directors; or (b) if the holders of not less than 10% of all votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date and deliver to the corporation's secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held.

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(2)           Special shareholders' meetings may be held in or out of the State of Florida at a place stated in or fixed in accordance with a resolution of the board of directors, or, when not inconsistent with the board of directors' resolution, in the notice of the special meeting.  If no place is stated in or fixed in accordance with these Bylaws or in the notice of the special meeting, special meetings shall be held at the corporation's principal office.

(3)           Only business within the purpose or purposes described in the special meeting notice may be conducted at a special shareholders' meeting.

2.03        Shareholders' List for Meeting

(1)           After fixing a record date for a meeting, a corporation shall prepare a list of the names of all its shareholders who are entitled to notice of a shareholders' meeting, in accordance with the Florida Business Corporation Act (the "Act"), or arranged by voting group, with the address of, and the number and class and series, if any, of shares held by, each.

(2)           The shareholders' list must be available for inspection by any shareholder for a period of ten days prior to the meeting or such shorter time as exists between the record date and the meeting and continuing through the meeting at the corporation's principal office, at a place identified in the meeting notice in the city where the meeting will be held, or at the office of the corporation's transfer agent or registrar.  A shareholder or his agent or attorney is entitled on written demand to inspect the list (subject to the requirements of Section 607.1602(3) of the Act), during regular business hours and at his expense, during the period it is available for inspection.

(3)           The corporation shall make the shareholders' list available at the meeting, and any shareholder or his agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment.

2.04        Record Date

(1)           The board of directors may set a record date for purposes of determining the shareholders entitled to notice of and to vote at a shareholders' meeting; however, in no event may a record date fixed by the board of directors be a date preceding the date upon which the resolution fixing the record date is adopted.

(2)           Unless otherwise fixed by the board of directors, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder delivers his demand to the corporation.  In the event that the board of directors sets the record date for a special meeting of shareholders, it shall not be a date preceding the date upon which the corporation receives the first demand from a shareholder requesting a special meeting.

(3)           If no prior action is required by the board of directors pursuant to the Act, and, unless otherwise fixed by the board of directors, the record date for determining shareholders entitled to take action without a meeting is the date the first signed written consent is delivered to the corporation under Section 607.0704 of the Act.  If prior action is required by the board of directors pursuant to the Act, the record date for determining shareholders entitled to take action without a meeting is at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

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(4)           Unless otherwise fixed by the board of directors, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the close of business on the day before the first notice is delivered to shareholders.

(5)           A record date may not be more than 70 days before the meeting or action requiring a determination of shareholders.

(6)           A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one 120 days after the date fixed for the original meeting.

2.05        Notice of Meetings and Adjournment

(1)           The corporation shall notify shareholders of the date, time and place of each annual and special shareholders' meeting no fewer than 10 or more than 60 days before the meeting date.  Unless the Act requires otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.  Notice shall be given in the manner provided in Section 607.0141 of the Act, by or at the direction of the president, the secretary, of the officer or persons calling the meeting.  If the notice is mailed at least 30 days before the date of the meeting, it may be done by a class of United States mail other than first class.  Notwithstanding Section 607.0141, if mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

(2)           Unless the Act or the Articles of Incorporation requires otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.

(3)           Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called.

(4)           If an annual or special shareholders meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time or place is announced at the meeting before adjournment is taken, and any business may be transacted at the adjourned meeting that might have been transacted on the original date of the meeting.  If a new record date is or must be fixed under Section 607.0707 of the Act, however, notice of the adjourned meeting must be given under this section to persons who are shareholders as of the new record date who are entitled to notice of the meeting.

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(5)           Notwithstanding the foregoing, no notice of a shareholders' meeting need be given if:  (a) an annual report and proxy statements for two consecutive annual meetings of shareholders, or (b) all, and at least two checks in payment of dividends or interest on securities during a 12-month period, have been sent by first-class United States mail, addressed to the shareholder at his address as it appears on the share transfer books of the corporation, and returned undeliverable.  The obligation of the corporation to give notice of a shareholders' meeting to any such shareholder shall be reinstated once the corporation has received a new address for such shareholder for entry on its share transfer books.

2.06        Waiver of Notice

(1)           A shareholder may waive any notice required by the Act, the Articles of Incorporation, or Bylaws before or after the date and time stated in the notice.  The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.  Neither the business to be transacted at nor the purpose of any regular or special meeting of the shareholders need be specified in any written waiver of notice.

(2)           A shareholder's attendance at a meeting:  (a) Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; or (b) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

ARTICLE 3. SHAREHOLDER VOTING

3.01        Voting Group Defined

A "voting group" means all shares of one or more classes or series that under the Articles of Incorporation or the Act are entitled to vote and be counted together collectively on a matter at a meeting of shareholders.  All shares entitled by the Articles of Incorporation or the Act to vote generally on the matter are for that purpose a single voting group.

3.02        Quorum and Voting Requirements for Voting Groups

(1)           Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter.  Unless the Articles of Incorporation or the Act provides otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.

(2)           Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

(3)           If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the Articles of Incorporation or the Act requires a greater number of affirmative votes.

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3.03        Action by Single and Multiple Voting Groups

(1)           If the Articles of Incorporation or the Act provides for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in Section 3.02 of these Bylaws.

(2)           If the Articles of Incorporation or the Act provides for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in Section 3.02 of these Bylaws.  Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.

3.04        Shareholder Quorum and Voting; Greater or Lesser Voting Requirements

(1)           A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders, but in no event shall a quorum consist of less than one-third of the shares entitled to vote.  When a specified item of business is required to be voted on by a class or series of stock, a majority of the shares of such class or series shall constitute a quorum for the transaction of such item of business by that class or series.

(2)           An amendment to the Articles of Incorporation that adds, changes or deletes a greater or lesser quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.

(3)           If a quorum exists, action on a matter, other than the election of directors, is approved if the votes cast by the holders of the shares represented at the meeting and entitled to vote on the subject matter favoring the action exceed the votes cast opposing the action, unless a greater number of affirmative votes or voting by classes is required by the Act or the Articles of Incorporation.

(4)           After a quorum has been established at a shareholders' meeting, the subsequent withdrawal of shareholders, so as to reduce the number of shares entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.

(5)           The Articles of Incorporation may provide for a greater voting requirement or a greater or lesser quorum requirement for shareholders (or voting groups of shareholders) than is provided by the Act, but in no event shall a quorum consist of less than one-third of the shares entitled to vote.

3.05        Voting for Directors; Cumulative Voting

(1)           Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

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(2)           Each shareholder who is entitled to vote at an election of directors has the right to vote the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote.  Shareholders do not have a right to cumulate their votes for directors unless the Articles of Incorporation so provide.

3.06        Voting Entitlement of Shares

(1)           Unless the Articles of Incorporation or the Act provides otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter submitted to a vote at a meeting of shareholders.  Only shares are entitled to vote.

(2)           The shares of the corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of shares entitled to vote for directors of the second corporation.

(3)           This section does not limit the power of the corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.

(4)           Redeemable shares are not entitled to vote on any matter, and shall not be deemed to be outstanding, after notice of redemption is mailed to the holders thereof and a sum sufficient to redeem such shares has been deposited with a bank, trust company, or other financial institution upon an irrevocable obligation to pay the holders the redemption price upon surrender of the shares.

(5)           Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the Bylaws of the corporate shareholder may prescribe or, in the absence of any applicable provision, by such person as the board of directors of the corporate shareholder may designate.  In the absence of any such designation or in case of conflicting designation by the corporate shareholder, the chairman of the board, the president, any vice president, the secretary, and the treasurer of the corporate shareholder, in that order, shall be presumed to be fully authorized to vote such shares.

(6)           Shares held by an administrator, executor, guardian, personal representative, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name.  Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name or the name of his nominee.

(7)           Shares held by or under the control of a receiver, a trustee in bankruptcy proceedings, or an assignee for the benefit of creditors may be voted by him without the transfer thereof into his name.

(8)           If a share or shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the secretary of the corporation is given notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, then acts with respect to voting have the following effect:

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(a) If only one votes, in person or in proxy, his act binds all;

(b) If more than one vote, in person or by proxy, the act of the majority so voting binds all;

(c) If more than one vote, in person or by proxy, but the vote is evenly split on any particular matter, each faction is entitled to vote the share or shares in question proportionally;

(d) If the instrument or order so filed shows that any such tenancy is held in unequal interest, a majority or a vote evenly split for purposes of this subsection shall be a majority or a vote evenly split in interest;

(e) The principles of this subsection shall apply, insofar as possible, to execution of proxies, waivers, consents, or objections and for the purpose of ascertaining the presence of a quorum;

(f) Subject to Section 3.08 of these Bylaws, nothing herein contained shall prevent trustees or other fiduciaries holding shares registered in the name of a nominee from causing such shares to be voted by such nominee as the trustee or other fiduciary may direct.  Such nominee may vote shares as directed by a trustee or their fiduciary without the necessity of transferring the shares to the name of the trustee or other fiduciary.

3.07        Proxies

(1)           A shareholder, other person entitled to vote on behalf of a shareholder pursuant to Section 3.06 of these Bylaws, or attorney in fact may vote the shareholder's shares in person or by proxy.

(2)           A shareholder may appoint a proxy to vote or otherwise act for him by signing an appointment form, either personally or by his attorney in fact.  An executed telegram or cablegram appearing to have been transmitted by such person, or a facsimile, photostatic or equivalent reproduction of an appointment form, is a sufficient appointment form.

(3)           An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes.  An appointment is valid for up to 11 months unless a longer period is expressly provided in the appointment form.

(4)           The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his authority under the appointment.

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(5)           An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest.  Appointments coupled with an interest include the appointment of:  (a) a pledgee; (b) a person who purchased or agreed to purchase the shares; (c) a creditor of the corporation who extended credit to the corporation under terms requiring the appointment; (d) an employee of the corporation whose employment contract requires the appointment; or (e) a party to a voting agreement created in accordance with the Act.

(6)           An appointment made irrevocable under this section becomes revocable when the interest with which it is coupled is extinguished and, in a case provided for in Subsection 5(c) or 5(d), the proxy becomes revocable three years after the date of the proxy or at the end of the period, if any, specified herein, whichever is less, unless the period of irrevocability is renewed from time to time by the execution of a new irrevocable proxy as provided in this section.  This does not affect the duration of a proxy under subsection (3).

(7)           A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if he did not know of its existence when he acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.

(8)           Subject to Section 3.09 of these Bylaws and to any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.

(9)           If an appointment form expressly provides, any proxy holder may appoint, in writing, a substitute to act in his place.

3.08        Shares Held by Nominees

(1)           The corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder.  The extent of this recognition may be determined in the procedure.

(2)           The procedure may set forth (a) the types of nominees to which it applies; (b) the rights or privileges that the corporation recognizes in a beneficial owner; (c) the manner in which the procedure is selected by the nominee; (d) the information that must be provided when the procedure is selected; (e) the period for which selection of the procedure is effective; and (f) other aspects of the rights and duties created.

3.09        Corporation's Acceptance of Votes

(1)           If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent waiver, or proxy appointment and give it effect as the act of the shareholder.

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(2)           If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if: (a) the shareholder is an entity and the name signed purports to be that of an officer or agent of the entity; (b) the name signed purports to be that of an administrator, executor, guardian, personal representative, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (c) the name signed purports to be that of a receiver, trustee in bankruptcy, or assignee for the benefit of creditors of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (d) the name signed purports to be that of a pledgee, beneficial owner, or attorney in fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; or (e) two or more persons are the shareholder as covenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.

(3)           The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder.

(4)           The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the shareholder for the consequences of the acceptance or rejection.

(5)           Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.

3.10        Action by Shareholders Without Meeting

(1)           Any action required or permitted by the Act to be taken at any annual or special meeting of shareholders of the corporation may be taken without a meeting, without prior notice and without a vote, if the action is taken by the holders of outstanding stock of each voting group entitled to vote thereon having not less than the minimum number of votes with respect to each voting group that would be necessary to authorize or take such action at a meeting at which all voting groups and shares entitled to vote thereon were present and voted.  In order to be effective, the action must by evidenced by one or more written consents describing the action taken, dated and signed by approving shareholders having the requisite number of votes of each voting group entitled to vote thereon, and delivered to the corporation by delivery to its principal office in this state, its principal place of business, the corporate secretary, or another office or agent of the corporation having custody of the book in which proceedings of meetings of shareholders are recorded.  No written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the date of the earliest dated consent is delivered in the manner required by this section, written consent signed by the number of holders required to take action is delivered to the corporation by delivery as set forth in this section.

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(2)           Within 10 days after obtaining such authorization by written consent, notice in accordance with Section 607.0704(3) of the Act must be given to those shareholders who have not consented in writing.

ARTICLE 4. BOARD OF DIRECTORS AND OFFICERS

4.01        Qualifications of Directors

Directors must be natural persons who are 18 years of age or older but need not be residents of the State of Florida or shareholders of the corporation.

4.02        Number of Directors

The board of directors shall consist of not less than one nor more than 10 individuals.  The number of directors may be increased or decreased from time to time by amendment to these Bylaws.

4.03        Election of Directors; Terms of Directors Generally

(1)           Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under Section 4.04 of these Bylaws.

(2)           The terms of the initial directors of the corporation expire at the first shareholders' meeting at which directors are elected.

(3)           The terms of all other directors expire at the next annual shareholders' meeting following their election unless their terms are staggered under Section 4.04 of these Bylaws.

(4)           A decrease in the number of directors does not shorten an incumbent director's term.

(5)           The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected.

(6)           Despite the expiration of a director's term, he continues to serve until his successor is elected and qualifies or until there is a decrease in the number of directors.

4.04        Staggered Terms for Directors

The directors of any corporation organized under the Act may, by the Articles of Incorporation, or by amendment to these Bylaws adopted by a vote of the shareholders, be divided into one, two or three classes with the number of directors in each class being as nearly equal as possible; the term of office of those of the first class to expire at the annual meeting next ensuing; of the second class one year thereafter; at the third class two years thereafter; and at each annual election held after such classification and election, directors shall be chosen for a full term, as the case may be, to succeed those whose terms expire.  If the directors have staggered terms, then any increase or decrease in the number of directors shall be so apportioned among the classes as to make all classes as nearly equal in number as possible.

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4.05        Vacancy on Board

(1)           Whenever a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors, it may be filled by the affirmative vote of a majority of the remaining directors.

(2)           A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

4.06        Compensation of Directors

The board of directors may fix the compensation of directors.

4.07        Meetings

(1)           The board of directors may hold regular or special meetings in or out of the State of Florida.

(2)           A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the board of directors to another time and place.  Notice of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

(3)           Meetings of the board of directors may be called by the chairman of the board or by the president.

(4)           The board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting.  A director participating in a meeting by this means is deemed to be present in person at the meeting.

4.08        Action by Directors Without a Meeting

(1)           Action required or permitted by the Act to be taken at a board of directors' meeting or committee meeting may be taken without a meeting if the action is taken by all members of the board or of the committee.  The action must be evidenced by one or more written consents describing the action taken and signed by each director or committee member.

(2)           Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.

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(3)           A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

4.09        Notice of Meetings

Regular and special meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.

4.10        Waiver of Notice

Notice of a meeting of the board of directors need not be given to any director who signs a waiver of notice either before or after the meeting.  Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

4.11        Quorum and Voting

(1)           A quorum of a board of directors consists of a majority of the number of directors prescribed by the Articles of Incorporation or these Bylaws.

(2)           If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors.

(3)           A director of a corporation who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless (a) he objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting specified business at the meeting; or (b) he votes against or abstains from the action taken.

4.12        Committees

(1)           The board of directors, by resolution adopted by a majority of the full board of directors, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in such resolution, shall have and may exercise all the authority of the board of directors, except that no such committee shall have the authority to:

(a) Approve or recommend to shareholders actions or proposals required by the Act to be approved by shareholders.

(b) Fill vacancies on the board of directors or any committee thereof.

(c) Adopt, amend, or repeal these Bylaws.

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(d) Authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the board of directors.

(e) Authorize or approve the issuance or sale or contract for the sale of shares, or determine the designation and relative rights, preferences, and limitations of a voting group except that the board of directors may authorize a committee (or a senior executive officer of the corporation) to do so within limits specifically prescribed by the board of directors.

(2)           The sections of these Bylaws which govern meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors apply to committees and their members as well.

(3)           Each committee must have two or more members who serve at the pleasure of the board of directors.  The board, by resolution adopted in accordance herewith, may designate one or more directors as alternate members of any such committee who may act in the place and stead of any absent member or members at any meeting of such committee.

(4)           Neither the designation of any such committee, the delegation thereto of authority, nor action by such committee pursuant to such authority shall alone constitute compliance by any member of the board of directors not a member of the committee in question with his responsibility to act in good faith, in a manner he reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

4.13        Loans to Officers, Directors, and Employees; Guaranty of Obligations

The corporation may lend money to, guaranty any obligation of, or otherwise assist any officer, director, or employee of the corporation or of a subsidiary, whenever, in the judgment of the board of directors, such loan, guaranty, or assistance may reasonably be expected to benefit the corporation.  The loan, guaranty, or other assistance may be with or without interest and may be unsecured or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation.  Nothing in this section shall be deemed to deny, limit, or restrict the powers of guaranty or warranty of any corporation at common law or under any statute.  Loans, guaranties, or other types of assistance are subject to section 4.19.

4.14        Required Officers

(1)           The corporation shall have such officers as the board of directors may appoint from time to time.

(2)           A duly appointed officer may appoint one or more assistant officers.

(3)           The board of directors shall delegate to one of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the corporation.

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(4)           The same individual may simultaneously hold more than one office in the corporation.

4.15        Duties of Officers

Each officer has the authority and shall perform the duties set forth in a resolution or resolutions of the board of directors or by direction of any officer authorized by the board of directors to prescribe the duties of other officers.

4.16        Resignation and Removal of Officers

(1)           An officer may resign at any time by delivering notice to the corporation.  A resignation is effective when the notice is delivered unless the notice specifies a later effective date.  If a resignation is made effective at a later date and the corporation accepts the future effective date, the board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.

(2)           The board of directors may remove any officer at any time with or without cause.  Any assistant officer, if appointed by another officer, may likewise be removed by the board of directors or by the officer which appointed him in accordance with these Bylaws.

4.17        Contract Rights of Officers

The appointment of an officer does not itself create contract rights.

4.18        General Standards for Directors

(1)           A director shall discharge his duties as a director, including his duties as a member of a committee:

(a) In good faith;

(b) (b)     With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

(c) (c)      In a manner he reasonably believes to be in the best interests of the corporation.

(2)           In discharging his duties, a director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:

(a) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;

(b) Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the persons' professional or expert competence; or

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(c) A committee of the board of directors of which he is not a member if the director reasonably believes the committee merits confidence.

(3)           In discharging his duties, a director may consider such factors as the director deems relevant, including the long-term prospects and interests of the corporation and its shareholders, and the social, economic, legal, or other effects of any action on the employees, suppliers, customers of the corporation or its subsidiaries, the communities and society in which the corporation or its subsidiaries operate, and the economy of the state and the nation.

(4)           A director is not acting in good faith if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) unwarranted.

(5)           A director is not liable for any action taken as a director, or any failure to take any action, if he performed the duties of his office in compliance with this section.

4.19        Director Conflicts of Interest

(1)           No contract or other transaction between a corporation and one or more interested directors shall be either void or voidable because of such relationship or interest, because such director or directors are present at the meeting of the board of directors or a committee thereof which authorizes, approves or ratifies such contract or transaction, or because his or their votes are counted for such purpose, if:

(a) The fact of such relationship or interest is disclosed or known to the board of directors or committee which authorizes, approves or ratifies the contract or transactions by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors;

(b) The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or

(c) The contract or transaction is fair and reasonable as to the corporation at the time it is authorized by the board, a committee or the shareholders.

(2)           Common or interested directors may be counted in determining the presence of a quorum at the meeting of the board of directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.

(3)           For the purpose of paragraph 1(b) above, a conflict of interest transaction is authorized, approved or ratified if it receives the vote of a majority of the shares entitled to be counted under this subsection.  Shares owned by or voted under the control of a director who has a relationship or interest in the conflict of interest transaction may not be counted in a vote of shareholders to determine whether to authorize, approve or ratify a conflict of interest transaction under paragraph 1(b).  The vote of those shares, however, is counted in determining whether the transaction is approved under other sections of the Act.  A majority of the shares, whether or not present, that are entitled to be counted in a vote on the transaction under this subsection constitutes a quorum for the purpose of taking action under this section.

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4.20        Resignation of Directors

A director may resign at any time by delivering written notice to the board of directors or its chairman or to the corporation.  A resignation is effective when the notice is delivered unless the notice specifies a later effective date.  If a resignation is made effective at a later date, the board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.

ARTICLE 5. Indemnification of Directors, Officers, Employees and Agents

5.01        Directors, Officers, Employees and Agents

(1)           The corporation shall have power to indemnify any person who was or is a party to any proceeding (other than an action by, or in the right of, the corporation), by reason of the fact that he is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against liability incurred in connection with such proceeding, including any appeal thereof, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the corporation or, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(2)           The corporation shall have power to indemnify any person, who was or is a party to any proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof.  Such indemnification shall be authorized if such person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made under this subsection in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

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(3)           To the extent that a director, officer, employee, or agent of the corporation has been successful on the merits or otherwise in defense of any proceeding referred to in subsections (1) or (2), or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses actually and reasonably incurred by him in connection therewith.

(4)           Any indemnification under subsections (1) or (2), unless pursuant to a determination by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (1) or (2).  Such determination shall be made:

(a) By the board of directors by a majority vote of a quorum consisting of directors who were not parties to such proceeding;

(b) If such a quorum is not obtainable or, even if obtainable, by majority vote of a committee duly designated by the board of directors (in which directors who are parties may participate) consisting solely of two or more directors not at the time parties to the proceeding;

(c) By independent legal counsel:

(i) Selected by the board of directors prescribed in paragraph (a) or the committee prescribed in paragraph (b); or

(ii) If a quorum of the directors cannot be obtained for paragraph (a) and the committee cannot be designed under paragraph (b), selected by majority vote of the full board of directors (in which directors who are parties may participate); or

(d) By the shareholders by a majority vote of a quorum consisting of shareholders who were not parties to such proceeding or, if no such quorum is obtainable, by a majority vote of shareholders who were not parties to such proceeding.

(5)           Evaluation of the reasonableness of expenses and authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible.  However, if the determination of permissibility is made by independent legal counsel, persons specified by paragraph (4)(c) shall evaluate the reasonableness of expenses and may authorize indemnification.

(6)           Expenses incurred by an officer or director in defending a civil or criminal proceeding may be paid by the corporation in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if he is ultimately found not to be entitled to indemnification by the corporation pursuant to this section.  Expenses incurred by other employees and agents may be paid in advance upon such terms or conditions that the board of directors deems appropriate.

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(7)           The indemnification and advancement of expenses provided pursuant to this section are not exclusive, and the corporation may make any other or further indemnification or advancement of expenses of any of its directors, officers, employees, or agents, under any Bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.  However, indemnification or advancement of expenses shall not be made to or on behalf of any director, officer, employee, or agent if a judgment or other final adjudication establishes that his actions, or omissions to act, were material to the cause of action so adjudicated and constitute:

(a) A violation of the criminal law, unless the director, officer, employee, or agent had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful;

(b) A transaction from which the director, officer, employee, or agent derived an improper personal benefit;

(c) In the case of a director, a circumstance under which the liability provisions of Section 607.0834 under the Act are applicable; or

(d) Willful misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder.

(8)           Indemnification and advancement of expenses as provided in this section shall continue as, unless otherwise provided when authorized or ratified, to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person, unless otherwise provided when authorized or ratified.

(9)           Notwithstanding the failure of the corporation to provide indemnification, and despite any contrary determination of the board or of the shareholders in the specific case, a director, officer, employee, or agent of the corporation who is or was a party to a proceeding may apply for indemnification or advancement of expenses, or both, to the court conducting the proceeding, to the circuit court, or to another court of competent jurisdiction.  On receipt of an application, the court, after giving any notice that it considers necessary, may order indemnification and advancement of expenses, including expenses incurred in seeking court-ordered indemnification or advancement of expenses, if it determines that:

(a) The director, officer, employee, or agent if entitled to mandatory indemnification under subsection (3), in which case the court shall also order the corporation to pay the director reasonable expenses incurred in obtaining court-ordered indemnification or advancement of expenses;

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(b) The director, officer, employee, or agent is entitled to indemnification or advancement of expenses, or both, by virtue of the exercise by the corporation of its power pursuant to subsection (7); or

(c) The director, officer, employee, or agent is fairly and reasonably entitled to indemnification or advancement of expenses, or both, in view of all the relevant circumstances, regardless of whether such person met the standard of conduct set forth in subsection (1), subsection (2) or subsection (7).

(10)         For purposes of this section, the term "corporation" includes, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger, so that any person who is or was a director, officer, employee, or agent of a constituent corporation, or is or was serving at the request of a constituent corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, is in the same position under this section with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

(11)         For purposes of this section:

(a) The term "other enterprises" includes employee benefit plans;

(b) The term "expenses" includes counsel fees, including those for appeal;

(c) The term "liability" includes obligations to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to any employee benefit plan), and expenses actually and reasonably incurred with respect to a proceeding;

(d) The term "proceeding" includes any threatened, pending, or completed action, suit or other type of proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal;

(e) The term "agent" includes a volunteer;

(f) The term "serving at the request of the corporation" includes any service as a director, officer, employee, or agent of the corporation that imposes duties on such persons, including duties relating to an employee benefit plan and its participants or beneficiaries; and

(g) The term "not opposed to the best interest of the corporation" describes the actions of a person who acts in good faith and in a manner he reasonably believes to be in the best interests of the participants and beneficiaries of an employee benefit plan.

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(12)         The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section.

ARTICLE 6. REGISTERED OFFICE AND REGISTERED AGENT

(1)           The corporation shall have and continuously maintain in the State of Florida (a) a registered office which may be the same as its place of business; and (b) a registered agent, who, may be either:

(i) An individual who resides in the State of Florida whose business office is identical with such registered office; or

(ii) Another corporation or not-for-profit corporation as defined in Chapter 617 of the Act, authorized to transact business or conduct its affairs in the State of Florida, having a business office identical with the registered office; or

(iii) A foreign corporation or not-for-profit foreign corporation authorized pursuant to chapter 607 or chapter 617 of the Act to transact business or conduct its affairs in the State of Florida, having a business office identical with the registered office.

(2)           The corporation may change its registered office or its registered agent upon filing with the Department of State of the State of Florida a statement of change setting forth (a) the name of the corporation; (b) the street address of its current registered office; (c) if the current registered office is to be changed, the street address of the new registered office; (d) the name of its current registered agent; (e) if its current registered agent is to be changed, the name and address of the new registered agent and the new agent's written consent (either on the statement or attached to it) to the appointment.

(3)           Any change shall be authorized by resolution duly adopted by the board of directors.

ARTICLE 7. SHARES, OPTIONS, DIVIDENDS AND DISTRIBUTIONS

7.01        Authorized Shares

(1)           The Articles of Incorporation prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue, as well as a distinguishing designation for each class, and prior to the issuance of shares of a class the preferences, limitations, and relative rights of that class must be described in the Articles of Incorporation.

(2)           The Articles of Incorporation must authorize (a) one or more classes of shares that together have unlimited voting rights; and (b) one or more classes of shares (which may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution.

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(3)           The Articles of Incorporation may authorize one or more classes of shares that have special, conditional, or limited voting rights, or no rights, or no right to vote, except to the extent prohibited by the Act;

(a) Are redeemable or convertible as specified in the Articles of Incorporation;

(b) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, non-cumulative, or partially cumulative;

(c) Have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.

(4)           Shares which are entitled to preference in the distribution of dividends or assets shall not be designated as common shares.  Shares which are not entitled to preference in the distribution of dividends or assets shall be common shares and shall not be designated as preferred shares.

7.02        Terms of Class or Series Determined by Board of Directors

(1)           If the Articles of Incorporation so provide, the board of directors may determine, in whole or part, the preferences, limitations, and relative rights (within the limits set forth in Section 7.01) of:

(a) Any class of shares before the issuance of any shares of that class, or

(b) One or more series within a class before the issuance of any shares of that series.

(2)           Each series of a class must be given a distinguishing designation.

(3)           All shares of a series must have preferences, limitations, and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, of those of other series of the same class.

(4)           Before issuing any shares of a class or series created under this section, the corporation must deliver to the Department of State of the State of Florida for filing articles of amendment, which are effective without shareholder action, in accordance with Section 607.0602 of the Act.

7.03        Issued and Outstanding Shares

(1)           (1)           A corporation may issue the number of shares of each class or series authorized by the Articles of Incorporation.  Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or canceled.

(2)

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(3)           (2)           The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection (3) and to Section 607.06401 of the Act.

(4)

(5)           (3)           At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.

7.04        Issuance of Shares.

(1)           The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, promises to perform services evidenced by a written contract, or other securities of the corporation.

(2)           Before the corporation issues shares, the board of directors must determine that the consideration received or to be received for shares to be issued is adequate.  That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and non-assessable.  When it cannot be determined that outstanding shares are fully paid and non-assessable, there shall be a conclusive presumption that such shares are fully paid and non-assessable if the board of directors makes a good faith determination that there is no substantial evidence that the full consideration for such shares has not been paid.

(3)           When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and non-assessable.  Consideration in the form of a promise to pay money or a promise to perform services is received by the corporation at the time of the making of the promise, unless the agreement specifically provides otherwise.

(4)           The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefits received.  If the services are not performed, the shares escrowed or restricted and the distributions credited may be canceled in whole or part.

7.05        Form and Content of Certificates

(1)           Shares may but need not be represented by certificates.  Unless the Act or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

(2)           At a minimum, each share certificate must state on its face (a) the name of the issuing corporation and that the corporation is organized under the laws of the State of Florida; (b) the name of the person to whom issued; and (c) the number and class of shares and the designation of the series, if any, the certificate represents.

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(3)           If the shares being issued are of different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series (and the authority of the board of directors to determine variations for future series) must be summarized on the front or back of each certificate.  Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder a full statement of this information on request and without charge.

(4)           Each share certificate (a) must be signed (either manually or in facsimile) by an officer or officers designated by the board of directors; and (b) may bear the corporate seal or its facsimile.

(5)           If the person who signed (either manually or in facsimile) a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.

7.06        Shares Without Certificates

(1)           The board of directors of the corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates.  The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.

(2)           Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by the Act.

7.07        Restriction on Transfer of Shares and Other Securities

(1)           The Articles of Incorporation, these Bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation.  A restriction does not affect shares issued before the restriction was adopted unless the holders of such shares are parties to the restriction agreement or voted in favor of the restriction.

(2)           A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section, and effected in compliance with the provisions of the Act, including having a proper purpose as referred to in the Act.

7.08        Shareholder's Pre-emptive Rights

The shareholders of the corporation do not have a pre-emptive right to acquire the corporation's unissued shares.

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7.09        Corporation's Acquisition of its Own Shares.

(1)           The corporation may acquire its own shares, and, unless otherwise provided in the Articles of Incorporation or except as provided in subsection (4), shares so acquired constitute authorized but unissued shares of the same class but undesignated as to series.

(2)           If the Articles of Incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the Articles of Incorporation.

(3)           Articles of amendment may be adopted by the board of directors without shareholder action, shall be delivered to the Department of State of the State of Florida for filing, and shall set forth the information required by Section 607.0631 of the Act.

7.10        Share Options

(1)           Unless the Articles of Incorporation provide otherwise, the corporation may issue rights, options, or warrants for the purchase of shares of the corporation.  The board of directors shall determine the terms upon which the rights, options, or warrants are issued, their form and content, and the consideration for which the shares are to be issued.

(2)           The terms and conditions of stock rights and options which are created and issued by the corporation, or its successor, and which entitle the holders thereof to purchase from the corporation shares of any class or classes, whether authorized by unissued shares, treasury shares, or shares to be purchased or acquired by the corporation, may include, without limitation, restrictions, or conditions that preclude or limit the exercise, transfer, receipt, or holding of such rights or options by any person or persons, including any person or persons owning or offering to acquire a specified number or percentage of the outstanding common shares or other securities of the corporation, or any transferee or transferees of any such person or persons, or that invalidate or void such rights or options held by any such person or persons or any such transferee or transferees.

7.11        Terms and Conditions of Stock Rights and Options

The terms and conditions of the stock rights and options which are created and issued by the corporation, and which entitle the holders thereof to purchase from the corporation shares of any class or classes, whether authorized but unissued shares, treasury shares, or shares to be purchased or acquired by the corporation, may include, without limitation, restrictions or conditions that preclude or limit the exercise, transfer, receipt or holding of such rights or options by any person or persons, including any person or persons owning or offering to acquire a specified number or percentage of the outstanding common shares or other securities of the corporation, or any transferee or transferees of any such person or persons, or that invalidate or void such rights or options held by any such person or persons or any such transferee or transferees.

7.12        Share Dividends

(1)           Shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series.  An issuance of shares under this subsection is a share dividend.

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(2)           Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless (a) the Articles of Incorporation so authorize; (b) a majority of the votes entitled to be cast by the class or series to be issued approves the issue; or (c) there are no outstanding shares of the class or series to be issued.

(3)           If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date of the board of directors authorizes the share dividend.

7.13        Distributions to Shareholders

(1)           The board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the Articles of Incorporation and the limitations in subsection (3).

(2)           If the board of directors does not fix the record date for determining shareholders entitled to a distribution (other than one involving a purchase, redemption, or other acquisition of the corporation's shares), it is the date the board of directors authorizes the distribution.

(3)           No distribution may be made if, after giving it effect:

(a) The corporation would not be able to pay its debts as they become due in the usual course of business; or

(b) The corporation's total assets would be less than the sum of its total liabilities plus (unless the Articles of Incorporation permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.

(4)           The board of directors may base a determination that a distribution is not prohibited under subsection (3) either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.  In the case of any distribution based upon such a valuation, each such distribution shall be identified as a distribution based upon a current valuation of assets, and the amount per share paid on the basis of such valuation shall be disclosed to the shareholders concurrent with their receipt of the distribution.

(5)           Except as provided in subsection (7), the effect of a distribution under subsection (3) is measured;

(a) In the case of distribution by purchase, redemption, or other acquisition of the corporation's shares, as of the earlier of (i) the date money or other property is transferred or debt incurred by the corporation; or (ii) the date the shareholder ceases to be a shareholder with respect to the acquired shares;

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(b) In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed;

(c) In all other cases, as of (i) the date the distribution is authorized if the payment occurs within 120 days after the date of authorization;  or (ii) the date the payment is made if it occurs more than 120 days after the date of authorization.

(6)           A corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance with this section is at parity with the corporation's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.

(7)           Indebtedness of the corporation, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations under subsection (3) if its terms provide that payment of principal and interest are made only if and to the extent that payment of a distribution to shareholders could then be made under this section.  If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is actually made.

ARTICLE 8. AMENDMENT OF ARTICLES AND BYLAWS

8.01        Authority to Amend the Articles of Incorporation

(1)           The corporation may amend its Articles of Incorporation at any time to add or change a provision that is required or permitted in the Articles of Incorporation or to delete a provision not required in the Articles of Incorporation.  Whether a provision is required or permitted in the Articles of Incorporation is determined as of the effective date of the amendment.

(2)           A shareholder of the corporation does not have a vested property right resulting from any provision in the Articles of Incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.

8.02        Amendment by Board of Directors

The corporation's board of directors may adopt one or more amendments to the corporation's Articles of Incorporation without shareholder action:

(a) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;

(b) To delete the names and addresses of the initial directors;

(c) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Department of State of the State of Florida;

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(d) To delete any other information contained in the Articles of Incorporation that is solely of historical interest;

(e) To change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding;

(f) To delete the authorization for a class or series of shares authorized pursuant to Section 607.0602 of the Act, if no shares of such class or series have been issued;

(g) To change the corporate name by substituting the word "corporation," "incorporated," or "company," or the abbreviation "corp.," Inc.," or Co.," for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name; or

(h) To make any other change expressly permitted by the Act to be made without shareholder action.

8.03        Amendment of Bylaws by Board of Directors

The corporation's board of directors may amend or repeal the corporation's Bylaws unless the Act reserves the power to amend a particular Bylaw provision exclusively to the shareholders.

8.04        Bylaw Increasing Quorum or Voting Requirements for Directors

(1)           A Bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed (a) if originally adopted by the shareholders, only by the shareholders; or (b)if originally adopted by the board of directors, either by the shareholders or by the board of directors.

(2)           A Bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.

(3)           Action by the board of directors under paragraph (1)(b) to adopt or amend a Bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.

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ARTICLE 9. RECORDS AND REPORTS

9.01        Corporate Records

(1)           The corporation shall keep as permanent records minutes of al meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.

(2)           The corporation shall maintain accurate accounting records.

(3)           The corporation or its agent shall maintain a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

(4)           The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

(5)           The corporation shall keep a copy of the following records:

(a) Its articles or restated Articles of Incorporation and all amendments to them currently in effect;

(b) Its Bylaws or restated Bylaws and all amendments to them currently in effect;

(c) Resolutions adopted by the board of directors creating one or more classes or series of shares and finding their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding;

(d) The minutes of all shareholders' meetings and records of all action taken by shareholders without a meeting for the past three years;

(e) Written communications to all shareholders generally or all shareholders of a class or series within the past three years, including the financial statements furnished for the past three years;

(f) A list of the names and business street addresses of its current directors and officers; and

(g) Its most recent annual report delivered to the Department of State of the State of Florida.

9.02        Financial Statements for Shareholders

(1)           Unless modified by resolution of the shareholders within 120 days of the close of each fiscal year, the corporation shall furnish its shareholders annual financial statements which may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for that year.  If financial statements are prepared for the corporation on the basis of generally-accepted accounting principles, the annual financial statements must also be prepared on that basis.

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(2)           If the annual financial statements are reported upon by a public accountant, his report must accompany them.  If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's accounting records (a) stating his reasonable belief whether the statements were prepared on the basis of generally-accepted accounting principles and, if not, describing the basis of preparation; and (b) describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

(3)           The corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year or within such additional time thereafter as is reasonably necessary to enable the corporation to prepare its financial statements, if for reasons beyond the corporation's control, it is unable to prepare its financial statements within the prescribed period.  Thereafter, on written request from a shareholder who was not mailed the statements, the corporation shall mail him the latest annual financial statements.

9.03        Other Reports to Shareholders

(1)           If the corporation indemnifies or advances expenses to any director, officer, employee or agent otherwise than by court order or action by the shareholders or by an insurance carrier pursuant to insurance maintained by the corporation, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders' meeting, or prior to such meeting if the indemnification or advance occurs after the giving of such notice but prior to the time such meeting is held, which report shall include a statement specifying the persons paid, the amounts paid, and the nature and status at the time of such payment of the litigation or threatened litigation.

(2)           If the corporation issues or authorizes the issuance of shares for promises to render services in the future, the corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders' meeting.

9.04        Annual Report for Department of State

(1)           The corporation shall deliver to the Department of State of the State of Florida for filing a sworn annual report on such forms as the Department of State of the State of Florida prescribes that sets forth the information prescribed by Section 607.1622 of the Act.

(2)           Proof to the satisfaction of the Department of State of the State of Florida on or before July 1 of each calendar year that such report was deposited in the United States mail in a sealed envelope, properly addressed with postage prepaid, shall be deemed in compliance with this requirement.

(3)           Each report shall be executed by the corporation by an officer or director or, if the corporation is in the hands of a receiver or trustee, shall be executed on behalf of the corporation by such receiver or trustee, and the signing thereof shall have the same legal effect as if made under oath, without the necessity of appending such oath thereto.

(4)           Information in the annual report must be current as of the date the annual report is executed on behalf of the corporation.

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(5)           Any corporation failing to file an annual report which complies with the requirements of this section shall not be permitted to maintain or defend any action in any court of this state until such report is filed and all fees and taxes due under the Act are paid and shall be subject to dissolution or cancellation of its certificate of authority to do business as provided in the Act.

ARTICLE 10. MISCELLANEOUS

10.01     Definition of the "Act"

All references contained herein to the "Act" or to sections of the "Act" shall be deemed to be in reference to the Florida Business Corporation Act.

10.02     Application of Florida Law

Whenever any provision of these Bylaws is inconsistent with any provision of the Florida Business Corporation Act, Statutes 607, as they may be amended from time to time, then in such instance Florida law shall prevail.

10.03     Fiscal Year

The fiscal year of the corporation shall be determined by resolution of the board of directors.

10.04     Conflicts with Articles of Incorporation

In the event that any provision contained in these Bylaws conflicts with any provision of the corporation's Articles of Incorporation, as amended from time to time, the provisions of the Articles of Incorporation shall prevail and be given full force and effect, to the full extent permissible under the Act.

The undersigned hereby certifies that I am a duly authorized officer of the corporation; that I am duly authorized to make and deliver this certification; and that the foregoing Bylaws are a true and correct copy of the Bylaws of the corporation in effect as of this _______ day of ______________________, 2010.
	By:
	Name:

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EX-10.1

2010 EQUITY INCENTIVE PLAN

1.            Purposes of the Plan.  The purposes of this 2010 Equity Incentive Plan (the "Plan") are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to Employees, Directors and Consultants, and to promote the success of the Company and the Company's Affiliates.  Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant.  Stock Purchase Rights, time vested and/or performance vested Restricted Stock, Stock Appreciation Rights and Unrestricted Shares may also be granted under the Plan.

2.            Definitions.  As used herein, the following definitions shall apply:

"Administrator" means the Board or a committee that has been delegated the responsibility of administering the Plan in accordance with Section 4 of the Plan.

"Affiliate" means any Parent and/or Subsidiary.

"Applicable Laws" means the requirements relating to the administration of equity compensation plans under the applicable corporate and securities laws of any of the states in the United States, U.S. federal securities laws, the Code, the rules and regulations of any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.

"Award" means the grant of an Option, a Stock Purchase Right, a Stock Appreciation Right, a Stock Award and/or Unrestricted Shares.

"Board" means the Board of Directors of the Company.

"Cause" means, unless otherwise specifically provided in a Participant's Option Agreement, Stock Purchase Agreement, Stock Appreciation Right Agreement or Stock Award Agreement, a finding by the Administrator that the Participant's employment with or service to the Company or any Affiliate was terminated due to one or more of the following: (i) the Participant's use of alcohol or any unlawful controlled substance to an extent that it interferes with the performance of the Participant's duties; (ii) the Participant's commission of any act of fraud, insubordination, misappropriation or personal dishonesty relating to or involving the Company or any Affiliate in any material respect; (iii) the Participant's gross negligence; (iv) the Participant's violation of any express direction of the Company or of any Affiliate or any material violation of any rule, regulation, policy or plan established by the Company or any Affiliate from time to time regarding the conduct of its employees or its business; (v) the Participant's disclosure or use of confidential information of the Company or any Affiliate, other than as required in the performance of the Participant's duties; (vi) actions by the Participant that are determined by the Administrator to be clearly contrary to the best interests of the Company and/or its Affiliates as determined in good faith by the Administrator; (vii) the Participant's conviction of a crime constituting a felony or any other crime involving moral turpitude; or (viii) any other act or omission which, in the determination of the Administrator, is materially detrimental to the business of the Company or of an Affiliate. Notwithstanding the foregoing, if a Participant has entered into a written employment or consulting agreement with the Company that specifies the conditions or circumstances under which the Participant's service may be terminated for cause, then the terms of such agreement shall apply for purposes of determining whether "Cause" shall have occurred for purposes of this Plan.

"Change in Control Event" has the meaning set forth in Section 16(c).

"Code" means the Internal Revenue Code of 1986, as amended.

"Committee" means a committee of Directors appointed by the Board in accordance with Section 4 of the Plan.

"Common Stock" means the common stock, par value $0.0001 per share, of the Company.

"Company" means LENDER TO LENDER FRANCHISE, INC., a Florida corporation.

"Consultant" means any person, including an advisor, engaged by the Company or an Affiliate to render services to such entity, other than an Employee or a Director.

"Director" means a member of the Board or of the board of directors of an Affiliate.

"Disability" means total and permanent disability as defined in Section 22(e)(3) of the Code.

"Employee" means any person, including officers and Directors, serving as an employee of the Company or an Affiliate.  An individual shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary or any successor.  For purposes of an Option initially granted as an Incentive Stock Option, if a leave of absence of more than three months precludes such Option from being treated as an Incentive Stock Option under the Code, such Option thereafter shall be treated as a Nonstatutory Stock Option for purposes of this Plan.  Neither service as a Director nor payment of a director's fee by the Company shall be sufficient to constitute "employment" by the Company.

"Fair Market Value" means, as of any date, the value of Common Stock determined as follows:

(i)            if the Common Stock is listed on any established stock exchange or a national market system, including without limitation the NASDAQ National Market or the NASDAQ Capital Market, the Fair Market Value of a Share shall be the closing sales price of a Share (or the closing bid, if no such sales were reported) as quoted on such exchange or system for the last market trading day prior to the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii)            if the Common Stock is regularly quoted by a recognized securities dealer but is not listed in the manner contemplated by clause (i) above, the Fair Market Value of a Share shall be the mean between the high bid and low asked prices for the Common Stock on the last market trading day prior to the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(iii)           if neither clause (i) above nor clause (ii) above applies, the Fair Market Value shall be determined in good faith by the Administrator.

"Incentive Stock Option" means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

"Nonstatutory Stock Option" means an Option not intended to qualify as an Incentive Stock Option.

"Notice of Grant" means a written or electronic notice evidencing certain terms and conditions of an Award.

"Option" means a stock option granted pursuant to the Plan.

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"Option Agreement" means an agreement between the Company and an Optionee evidencing the terms and conditions of an individual Option grant.  Each Option Agreement shall be subject to the terms and conditions of the Plan and the applicable Notice of Grant.

"Optioned Stock" means the Common Stock subject to an Option or Stock Purchase Right.

"Optionee" means the holder of an outstanding Option or Stock Purchase Right granted under the Plan.

"Parent" means a "parent corporation" of the Company (or, in the context of Section 16(c) of the Plan, of a successor corporation), whether now or hereafter existing, as defined in Section 424(e) of the Code.

"Participant" shall mean any Service Provider who holds an Option, a Stock Purchase Right, a Stock Appreciation Right, a Stock Award or Unrestricted Shares granted or issued pursuant to the Plan.

"Restricted Period" has the meaning set forth in Section 12(a).

"Restricted Stock" means shares of Common Stock acquired pursuant to a grant of a Stock Award under Section 12 of the Plan.

"Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor to such Rule 16b-3, as such rule is in effect when discretion is being exercised with respect to the Plan.

"Section 16(b)" means Section 16(b) of the Exchange Act.

"Service Provider" means an Employee, Director or Consultant.

"Share" means a share of the Common Stock, as adjusted in accordance with Section 16 of the Plan.

"Stock Appreciation Right" means a right granted pursuant to Section 14 of the Plan, as evidenced by a Notice of Grant.  Stock Appreciation Rights may be awarded either in tandem with Options ("Tandem Stock Appreciation Rights") or on a stand-alone basis ("Nontandem Stock Appreciation Rights").

"Stock Appreciation Right Agreement" means an agreement between the Company and the grantee of a Stock Appreciation Right, approved by the Administrator, evidencing the terms and conditions of an individual Stock Appreciation Right grant.  Each Stock Appreciation Right Agreement shall be subject to the terms and conditions of the Plan and the applicable Notice of Grant.

"Stock Award" means an Award of Shares pursuant to Section 12 of the Plan.

"Stock Award Agreement" means an agreement, approved by the Administrator, providing the terms and conditions of a Stock Award.  Each Stock Award Agreement shall be subject to the terms and conditions of the Plan and the applicable Notice of Grant.

"Stock Award Shares" means Shares subject to a Stock Award.

"Stock Awardee" means the holder of an outstanding Stock Award granted under the Plan.

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"Stock Purchase Agreement" means a written agreement between the Company and an Optionee, approved by the Administrator, evidencing the terms and restrictions applicable to stock purchased under a Stock Purchase Right.  Each Stock Purchase Agreement shall be subject to the terms and conditions of the Plan and the applicable Notice of Grant.

"Stock Purchase Awardee" means the holder of an outstanding Stock Purchase Right granted under the Plan.

"Stock Purchase Right" means the right to purchase Common Stock pursuant to Section 11 of the Plan, as evidenced by a Notice of Grant.

"Stock Purchase Stock" means shares of Common Stock acquired pursuant to a grant of a Stock Purchase Right under Section 11 of the Plan.

"Subsidiary" means a "subsidiary corporation" of the Company (or, in the context of Section 16(c) of the Plan, of a successor corporation), whether now or hereafter existing, as defined in Section 424(f) of the Code.

"Substitute Options" has the meaning set forth in Section 17.

Unrestricted Shares" means a grant of Shares made on an unrestricted basis pursuant to Section 13 of the Plan.

3.            Subject to the Plan.  Subject to the provisions of Section 16 of the Plan, the initial maximum number of shares of Common Stock that may be issued under the Plan shall be 5,000,000 shares.  For purposes of the foregoing limitation, the shares of Common Stock underlying any Awards that are forfeited, canceled, reacquired by the Company, satisfied without the issuance of Common Stock or otherwise terminated (other than by exercise) shall be added back to the number of shares of Common Stock available for issuance under the Plan.  Common Stock to be issued under the Plan may be either authorized and unissued shares or shares held in treasury by the Company.

4.            Administration of the Plan.

(a)           Appointment of Committee.  The Plan shall be administered by the Board of Directors or a Committee to be appointed by the Board.  The Board shall have the power to add or remove members of the Committee, from time to time, and to fill vacancies thereon arising by resignation, death, removal, or otherwise.  Meetings shall be held at such times and places as shall be determined by the Committee.  A majority of the members of the Committee shall constitute a quorum for the transaction of business, and the vote of a majority of those members present at any meeting shall decide any question brought before that meeting.

(b)           Powers of the Administrator.  Subject to the provisions of the Plan, the Administrator shall have the authority, in its discretion:

(i)             to determine the Fair Market Value;

(ii)            to select the Service Providers to whom Options, Stock Purchase Rights, Stock Awards, Stock Appreciation Rights and Unrestricted Shares may be granted hereunder;

(iii)           to determine the number of shares of Common Stock to be covered by each Award granted hereunder;

(iv)           to approve forms of agreement for use under the Plan;

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(v)           to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder and of any Option Agreement, Stock Purchase Agreement, Stock Award Agreement and Stock Appreciation Right Agreement.  Such terms and conditions include, but are not limited to, the exercise price, the time or times when Options or Stock Purchase Rights may be exercised (which may be based on performance criteria), any vesting, acceleration or waiver of forfeiture provisions, and any restriction or limitation regarding any Option, Stock Purchase Right, Stock Award, Stock Appreciation Right or grant of Unrestricted Shares or the Shares of Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

(vi)           to construe and interpret the terms of the Plan, Awards granted pursuant to the Plan and agreements entered into pursuant to the Plan;

(vii)          to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws;

(viii)         to modify or amend each Option or Stock Purchase Right (subject to Section 19(c) of the Plan), including the discretionary authority to extend the post-termination exercisability period of Options longer than otherwise provided for in the Plan, provided, however, any such extension shall be consistent with Code Section 422(a)(2) and other Applicable Laws;

(ix)           to allow Optionees to satisfy withholding tax obligations by having the Company withhold from the Shares to be issued upon exercise of an Option that number of Shares having a Fair Market Value equal to the amount required to be withheld, provided that withholding is calculated at no less than the minimum statutory withholding level.  The Fair Market Value of the Shares to be withheld shall be determined as of the date that the income resulting from exercise of the Option is recognized by the Optionee.  All determinations to have Shares withheld for this purpose shall be made by the Administrator in its discretion;

(x)            to authorize any person to execute on behalf of the Company any agreement entered into pursuant to the Plan and any instrument required to effect the grant of an Award previously granted by the Administrator; and

(xi)           to make all other determinations deemed necessary or advisable for purposes of administering the Plan.

(c)           Effect of Administrator's Decision.  The Administrator's decisions, determinations and interpretations shall be final and binding on all holders of Awards.  Neither the Administrator, nor any member or delegate thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and each of the foregoing shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including without limitation reasonable attorneys' fees) arising or resulting therefrom to the fullest extent permitted by law and/or under any directors' and officers' liability insurance coverage which may be in effect from time to time.

5.            Eligibility.  Nonstatutory Stock Options, Stock Purchase Rights, Stock Awards, Stock Appreciation Rights and Unrestricted Shares may be granted to all Service Providers.  Incentive Stock Options may be granted only to Employees.  Notwithstanding anything contained herein to the contrary, an Award may be granted to a person who is not then a Service Provider; provided, however, that the grant of such Award shall be conditioned upon such person's becoming a Service Provider at or prior to the time of the execution of the agreement evidencing such Award.

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6.           Limitations.

(a)           Each Option shall be designated in the applicable Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option.  However, notwithstanding such designation, if an Employee first becomes eligible in any given year to exercise Incentive Stock Options for Shares having a Fair Market Value in excess of $100,000, those Options representing the excess shall be treated as Nonstatutory Stock Options.  In the previous sentence, "Incentive Stock Options" include Incentive Stock Options granted under any plan of the Company or any Affiliate.  For the purpose of deciding which Options apply to Shares that "exceed" the $100,000 limit, Incentive Stock Options shall be taken into account in the same order as granted.  The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted.

(b)           Neither the Plan nor any Award nor any agreement entered into pursuant to the Plan shall confer upon a Participant any right with respect to continuing the grantee's relationship as a Service Provider with the Company or any Affiliate, nor shall they interfere in any way with the Participant's right or the right of the Company or any Affiliate to terminate such relationship at any time, with or without cause.

7.           Term of the Plan.  The Plan shall become effective upon approval by the Company's shareholders and shall continue in effect for a term of ten (10) years unless terminated earlier under Section 19 of the Plan.

8.           Term of Options.  The term of each Option shall be stated in the applicable Option Agreement or, if not so stated, ten years from the date of grant.  However, in the case of an Incentive Stock Option granted to an Optionee who, at the time the Incentive Stock Option is granted, owns, directly or indirectly, stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company and any Parent or Subsidiary, the term of the Incentive Stock Option shall be five (5) years from the date of grant or such shorter term as may be provided in the applicable Option Agreement.

9.           Option Exercise Price; Exercisability.

(a)           Exercise Price.  The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be determined by the Administrator, subject to the following:

(i)           In the case of an Incentive Stock Option:

1) granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company and any Affiliate, the per Share exercise price shall be not less than 110% of the Fair Market Value per Share on the date of grant, or

2) granted to any Employee other than an Employee described in paragraph (A) immediately above, the per Share exercise price shall be not less than 100% of the Fair Market Value per Share on the date of grant.

(ii)           In the case of a Nonstatutory Stock Option, the per Share exercise price shall be not less than 100% of the Fair Market Value per Share on the date of grant.

(iii)           Notwithstanding the foregoing, Options may be granted with a per Share exercise price of less than 100% (or 110%, if clause (i)(A) above applies) of the Fair Market Value per Share on the date of grant pursuant to a merger or other comparable corporate transaction, but in no event shall Options be granted at a per Share exercise price that would cause the Options to be deemed a deferral of compensation under Code Section 409A.

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(b)           Exercise Period and Conditions.  At the time that an Option is granted, the Administrator shall fix the period within which the Option may be exercised and shall determine any conditions that must be satisfied before the Option may be exercised.

10.        Exercise of Options; Consideration.

(a)           Procedure for Exercise; Rights as a Shareholder.  Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement, provided, however, that unless otherwise determined by the Administrator and provided for in the Option Agreement, each Option shall vest and become exercisable as to one-sixth (1/6) of the Shares subject to the Option on the date that is six months after the date of grant, and as to an additional one-sixth (1/6) of the Shares subject to the Option every six months thereafter until fully vested and exercisable. Unless the Administrator provides otherwise, vesting of Options granted hereunder shall be tolled during any unpaid leave of absence.  An Option may not be exercised for a fraction of a Share.  An Option shall be deemed exercised when the Company receives: (i) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised.  Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Option Agreement and Section 10(f) of the Plan.  Shares issued upon exercise of an Option shall be issued in the name of the Optionee.  Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option.  The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised.  No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 16 of the Plan.  Exercising an Option in any manner shall decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(b)           Termination of Relationship as a Service Provider.  If an Optionee ceases to be a Service Provider, other than as a result of the Optionee's death, Disability or termination for Cause, the Optionee may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Notice of Grant).  In the absence of a specified time in the Option Agreement and except as otherwise provided in Sections 10(c), 10(d) and 10(e) of this Plan, the Option shall remain exercisable for three months following the Optionee's termination (but in no event later than the expiration of the term of such Option).  If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan.  If, after termination, the Optionee does not exercise his or her Option in full within the time specified by the Administrator, the unexercised portion of the Option shall terminate, and the Shares covered by such unexercised portion of the Option shall revert to the Plan.  Notwithstanding anything contained herein to the contrary, an Optionee who changes his or her status as a Service Provider (e.g., from being an Employee to being a Consultant) shall not be deemed to have ceased being a Service Provider for purposes of this Section 10(b), nor shall a transfer of employment among the Company and any Affiliate be considered a termination of employment; provided, however, that if an Optionee owning Incentive Stock Options ceases being an Employee but continues as a Consultant, such Incentive Stock Options shall be deemed to be Nonstatutory Stock Options three months after the date of such cessation.

(c)           Disability of an Optionee.  If an Optionee ceases to be a Service Provider as a result of the Optionee's Disability, the Optionee may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Notice of Grant).  In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12) months following the Optionee's termination (but in no event later than the expiration of the term of such Option).  If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan.  If, after termination, the Optionee does not exercise his or her Option in full within the time specified herein, the unexercised portion of the Option shall terminate, and the Shares covered by such unexercised portion of the Option shall revert to the Plan.

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(d)           Death of an Optionee.  If an Optionee dies while a Service Provider, the Option may be exercised within such period of time as is specified in the Option Agreement (but in no event later than the expiration of the term of such Option as set forth in the Notice of Grant), by the Optionee's estate or by a person who acquires the right to exercise the Option by bequest or inheritance, but only to the extent that the Option is vested on the date of death.  In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12) months following the Optionee's death (but in no event later than the expiration of the term of such Option).  If, at the time of death, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan.  If the Option is not so exercised in full within the time specified herein, the unexercised portion of the Option shall terminate, and the Shares covered by the unexercised portion of such Option shall revert to the Plan.

(e)           Termination for Cause.  Unless otherwise provided in a Service Provider's Option Agreement, if a Service Provider's relationship with the Company is terminated for Cause, then such Service Provider shall have no right to exercise any of such Service Provider's Options at any time on or after the effective date of such termination.  All Shares covered by such Options and not acquired by exercise prior to the date of such termination shall revert to the Plan.

(f)           Form of Consideration.  The Administrator shall determine the acceptable form of consideration for exercising an Option, including the method of payment.  In the case of an Incentive Stock Option, the Administrator shall determine the acceptable form of consideration at the time of grant.  Such consideration may consist entirely of:

(i)            cash;

(ii)           check;

(iii)           other Shares of the Company's capital stock which (A) have been owned by the Optionee for more than six months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised;

(iv)          consideration received by the Company under a cashless exercise program permitted by the Administrator, including a cashless exercise program utilizing the services of a single broker acceptable to the Administrator;

(v)           a reduction in the amount of any Company liability to the Optionee, including any liability attributable to the Optionee's participation in any Company-sponsored deferred compensation program or arrangement;

(vi)           any combination of the foregoing methods of payment; or

(vii)          such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws.

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11.        Stock Purchase Rights.

(a)           Rights to Purchase.  Stock Purchase Rights may be issued either alone, in addition to, or in tandem with Options or other Awards granted under the Plan and/or cash awards made outside of the Plan.  After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the Stock Purchase Awardee in writing or electronically, by means of a Notice of Grant and/or a Stock Purchase Agreement in the form determined by the Administrator, of the terms, conditions and restrictions related to the offer, including the number of Shares that the Stock Purchase Awardee shall be entitled to purchase and the price to be paid for such Shares.  The offer shall be accepted by execution of a Stock Purchase Agreement in a form determined by the Administrator and payment of the applicable purchase price.

(b)           Repurchase Option.  Unless the Administrator determines otherwise, the Stock Purchase Agreement shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the Stock Purchase Awardee's service with the Company for any reason (including death or Disability).  The purchase price for Shares repurchased pursuant to the Stock Purchase Agreement shall be the original price paid by the Stock Purchase Awardee and may be paid by cancellation of any indebtedness of the Stock Purchase Awardee to the Company.  The repurchase option shall lapse at a rate determined by the Administrator; provided, however, that unless otherwise determined by the Administrator, the restrictions shall lapse as to one-sixth (1/6) of the Shares subject to the Stock Purchase Agreement on the date that is six months after the date of grant, and as to an additional one-sixth (1/6) of the Shares subject to the Stock Purchase Agreement every six months thereafter.

(c)           Other Provisions.  The Stock Purchase Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion.

(d)           Rights as a Shareholder.  Once the Stock Purchase Right is exercised, the Stock Purchase Awardee shall have the rights equivalent to those of a shareholder, and shall be a shareholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company.  No adjustment will be made for a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 16 of the Plan.

(e)           Code §409A.  Notwithstanding anything contained herein to the contrary, Stock Purchase Rights shall not be awarded if the Administrator, on the basis of advice of counsel, determines that the grant of such Stock Purchase Rights would violate Section 409A of the Code.

12.        Stock Awards.  The Administrator may, in its sole discretion, grant (or sell at par value or such higher purchase price as it determines) Shares to any Service Provider, as defined herein, subject to such terms and conditions, including vesting and/or performance conditions, as the Administrator sets forth in a Stock Award Agreement evidencing such grant.  Stock Awards may be granted or sold in respect of past services or other valid consideration or in lieu of any cash compensation otherwise payable to such individual.  The grant of Stock Awards shall be subject to the following provisions:

(a)           At the time a Stock Award is made, the Administrator shall establish a vesting period (the "Restricted Period") applicable to the Stock Award Shares subject to such Stock Award or shall determine that such Stock Award is not subject to any vesting requirements.  Subject to the right of the Administrator to establish a Restricted Period that extends vesting dates to later or earlier dates than the dates provided in this sentence, the Restricted Period of a Stock Award, if any, shall lapse as to one-sixth (1/6) of the Shares subject to the Stock Award on the date that is six months after the date of grant, and as to an additional one-sixth (1/6) of the Shares subject to the Stock Award every six months thereafter until unrestricted.  The Administrator may, in its sole discretion, at the time a grant is made, prescribe restrictions in addition to or in lieu of the expiration of the Restricted Period, including the satisfaction of corporate or individual performance objectives.  The Administrator may provide that all restrictions on Stock Award Shares shall lapse if certain performance criteria are met and that, if such criteria are not met, that such restrictions shall lapse if certain vesting conditions are satisfied.  None of the Stock Award Shares may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the Restricted Period applicable to such Stock Award Shares or prior to the satisfaction of any other restrictions prescribed by the Administrator with respect to such Stock Award Shares.

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(b)           The Company shall issue, in the name of each Service Provider to whom Stock Award Shares have been granted, stock certificates representing the total number of Stock Award Shares granted to such person, as soon as reasonably practicable after the grant.  The Company, at the direction of the Administrator, shall hold such certificates, properly endorsed for transfer, for the Stock Awardee's benefit until such time as the Stock Award Shares are forfeited to the Company, or the restrictions lapse.

(c)           Unless otherwise provided by the Administrator, holders of Stock Award Shares shall have the right to vote such Shares and have the right to receive any cash dividends with respect to such Shares.  All distributions, if any, received by a Stock Awardee with respect to Stock Award Shares as a result of any stock split, stock distribution, combination of shares, or other similar transaction shall be subject to the restrictions of this Section 12.

(d)           Subject to the terms of the applicable Stock Award Agreement, any Stock Award Shares granted to a Service Provider pursuant to the Plan shall be forfeited if, prior to the date on which all restrictions applicable to such Stock Award shall have lapsed, the Stock Awardee voluntarily terminates employment with the Company or its Affiliates or resigns or voluntarily terminates his consultancy arrangement with the Company or its Affiliates or if the Stock Awardee's employment or consultancy arrangement is terminated for Cause. If the Stock Awardee's employment or consultancy arrangement terminates for any other reason, the Stock Award Shares held by such person shall be forfeited, unless the Administrator, in its sole discretion, shall determine otherwise.  Upon such forfeiture, the Stock Award Shares that are forfeited shall be retained in the treasury of the Company and be available for subsequent awards under the Plan.

(e)           Upon the satisfaction of the conditions prescribed by the Administrator with respect to a particular Stock Award, the restrictions applicable to the related Stock Award Shares shall lapse and, at the Stock Awardee's request, a stock certificate for the number of Stock Award Shares with respect to which the restrictions have lapsed shall be delivered, free of all such restrictions under the Plan, to the Stock Awardee or his beneficiary or estate, as the case may be.

13.         Unrestricted Shares.  The Administrator may grant Unrestricted Shares in accordance with the following provisions:

(a)           The Administrator may cause the Company to grant Unrestricted Shares to Service Providers at such time or times, in such amounts and for such reasons as the Administrator, in its sole discretion, shall determine.  No payment (other than the par value thereof, in the Administrator's discretion) shall be required for Unrestricted Shares.

(b)           The Company shall issue, in the name of each Service Provider to whom Unrestricted Shares have been granted, stock certificates representing the total number of Unrestricted Shares granted to such individual, and shall deliver such certificates to such Service Provider as soon as reasonably practicable after the date of grant or on such later date as the Administrator shall determine at the time of grant.

14.         Stock Appreciation Rights.  The Administrator may grant Stock Appreciation Rights in accordance with the following provisions:

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(a)           Tandem Stock Appreciation Rights may be awarded by the Administrator in connection with any Option granted under the Plan, either at the time such Option is granted or thereafter at any time prior to the exercise, termination or expiration of such Option.  The base price of any Tandem Stock Appreciation Rights shall be not less than the Fair Market Value of a share of Common Stock on the date of grant of the related Option.  Nontandem Stock Appreciation Rights may also be granted by the Administrator at any time.  At the time of grant of Nontandem Stock Appreciation Rights, the Administrator shall specify the number of shares of Common Stock covered by such right and the base price of shares of Common Stock to be used in connection with the calculation described in Section 14(d).  The base price of any Nontandem Stock Appreciation Rights shall be not less than the Fair Market Value of a share of Common Stock on the date of grant.  Stock Appreciation Rights shall be subject to such terms and conditions not inconsistent with the other provisions of the Plan as the Administrator shall determine.

(b)           Tandem Stock Appreciation Rights shall be exercisable only to the extent that the related Option is exercisable and shall be exercisable only for such period as the Administrator may determine (which period may expire prior to the expiration date of the related Option); provided, however, if no such period is specified, a Tandem Stock Appreciation Right shall be exercisable only for the period that the related Option is exercisable.  Upon the exercise of all or a portion of Tandem Stock Appreciation Rights, the related Option shall be canceled with respect to an equal number of shares of Common Stock.  Shares of Common Stock subject to Options, or portions thereof, surrendered upon exercise of Tandem Stock Appreciation Rights shall not be available for subsequent awards under the Plan.  Nontandem Stock Appreciation Rights shall be exercisable during such period as the Administrator shall determine.

(c)           Tandem Stock Appreciation Rights shall entitle the applicable Participant to surrender to the Company unexercised the related Option, or any portion thereof, and, subject to Section 14(f) to receive from the Company in exchange therefore that number of shares of Common Stock having an aggregate Fair Market Value equal to (A) the excess of (i) the Fair Market Value of one (1) share of Common Stock as of the date the Tandem Stock Appreciation Rights are exercised over (ii) the Option exercise price per share specified in such Option, multiplied by (B) the number of shares of Common Stock subject to the Option, or portion thereof, which is surrendered. In addition, the Optionee shall be entitled to receive an amount equal to any credit against the Option exercise price which would have been allowed had the Option, or portion thereof, been exercised.  Cash shall be delivered in lieu of any fractional shares.

(d)           The exercise of Nontandem Stock Appreciation Rights shall, subject to Section 14(f), entitle the recipient to receive from the Company that number of shares of Common Stock having an aggregate Fair Market Value equal to (A) the excess of (i) the Fair Market Value of one (1) share of Common Stock as of the date on which the Nontandem Stock Appreciation Rights are exercised over (ii) the base price of the shares covered by the Nontandem Stock Appreciation Rights, multiplied by (B) the number of shares of Common Stock covered by the Nontandem Stock Appreciation Rights, or the portion thereof, being exercised. Cash shall be delivered in lieu of any fractional shares.

(e)           As soon as is reasonably practicable after the exercise of any Stock Appreciation Rights, the Company shall (i) issue, in the name of the recipient, stock certificates representing the total number of full shares of Common Stock to which the recipient is entitled pursuant to Section 14(c) and Section 14(d) and cash in an amount equal to the Fair Market Value, as of the date of exercise, of any resulting fractional shares, or (ii) if the Administrator causes the Company to elect to settle all or part of its obligations arising out of the exercise of the Stock Appreciation Rights in cash pursuant to Section 14(f), deliver to the recipient an amount in cash equal to the Fair Market Value, as of the date of exercise, of the shares of Common Stock it would otherwise be obligated to deliver.

(f)           The Administrator, in its discretion, may cause the Company to settle all or any part of its obligation arising out of the exercise of Stock Appreciation Rights by the payment of cash in lieu of all or part of the shares of Common Stock it would otherwise be obligated to deliver in an amount equal to the Fair Market Value of such shares on the date of exercise.

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15.         Non-Transferability.  Unless determined otherwise by the Administrator, an Option, Stock Appreciation Right, Stock Purchase Right and Stock Award (until such time as all restrictions lapse) may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and, in the case of an Option, Stock Appreciation Right or Stock Purchase Right, may be exercised, during the lifetime of a Participant, only by the Participant.  If the Administrator makes an Award transferable, such Award shall contain such additional terms and conditions as the Administrator deems appropriate.  Notwithstanding the foregoing, the Administrator, in its sole discretion, may provide in the Option Agreement regarding a given Option that the Optionee may transfer, without consideration for the transfer, his or her Nonstatutory Stock Options to members of his or her immediate family, to trusts for the benefit of such family members, or to partnerships in which such family members are the only partners, provided that the transferee agrees in writing with the Company to be bound by all of the terms and conditions of this Plan and the applicable Option. During the period when Shares subject to Stock Purchase Agreements and Stock Award Shares are restricted (by virtue of vesting schedules or otherwise), such Shares may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution.

16.         Adjustments Upon Changes in Capitalization; Dissolution; Change in Control and Other Events.

(a)           Changes in Capitalization.  Subject to any required action by the shareholders of the Company, the number of Shares of Common Stock covered by each outstanding Option, Stock Purchase Right, Stock Award Agreement and Stock Appreciation Right and the number of Shares of Common Stock that have been authorized for issuance under the Plan but as to which no Awards have yet been granted or that have been returned to the Plan upon cancellation or expiration of an Option, Stock Purchase Right, Stock Award Agreement or Stock Appreciation Right, as well as the price per share of Common Stock covered by each such outstanding Option, Stock Purchase Right or Stock Appreciation Right, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive.  Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares of Common Stock subject to an Award hereunder.

(b)           Dissolution or Liquidation.  In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each holder of an Award as soon as practicable prior to the effective date of such proposed dissolution or liquidation.  The Administrator in its discretion may provide for an Optionee to have the right to exercise his or her Option or Stock Appreciation Right and for a holder of a Stock Purchase Right to exercise his or her Stock Purchase Right until ten (10) days prior to such transaction as to all of the Shares covered thereby, including Shares as to which an applicable Option or Stock Appreciation Right would not otherwise be exercisable.  In addition, the Administrator may provide that any Company repurchase option applicable to any Shares purchased upon exercise of a Stock Purchase Right or any restrictions as to any Stock Award shall lapse as to all such Shares covered thereby, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated.  To the extent it has not been previously exercised, an Option, Stock Purchase Right or Stock Appreciation Right will terminate immediately prior to the consummation of such proposed action.

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(c)           Merger or Asset Sale.  In the event of a merger or consolidation of the Company with or into another corporation or any other entity or the exchange of substantially all of the outstanding stock of the Company for shares of another entity or other property in which, after any such transaction the prior shareholders of the Company own less than fifty percent (50%) of the voting shares of the continuing or surviving entity, or in the event of the sale of all or substantially all of the assets of the Company, (any such event, a "Change of Control Event"), then, absent a provision to the contrary in any particular Option Agreement, Restricted Stock Purchase Agreement, Stock Purchase Right Agreement, Stock Appreciation Right Agreement or Stock Award (in which case the terms of such shall supersede each of the provisions of this Section 16(c) that are inconsistent with such Agreement or Award), each outstanding Option, Stock Purchase Right, Restricted Stock, Stock Appreciation Right and Stock Award shall be assumed or an equivalent option, right, share or award substituted by the successor corporation or a parent or subsidiary of the successor corporation. In the event that the Administrator determines that the successor corporation or a parent or a subsidiary of the successor corporation has refused to assume or substitute an equivalent option, right, agreement or award for each outstanding Option, Stock Purchase Right, Restricted Stock, Stock Appreciation Right and Stock Award, the awardee shall fully vest in and have the right to exercise each outstanding Option, Stock Appreciation Right and Stock Purchase Right as to all of the stock covered thereby, including Shares that would not otherwise be vested or exercisable, and all vesting periods under Restricted Stock Purchase Agreements and Stock Awards shall be deemed to have been satisfied. If an Option, Stock Appreciation Right and/or Stock Purchase Right becomes fully vested and exercisable in lieu of assumption or substitution in the event of a Change of Control, the Administrator shall notify all awardees that all outstanding Options, Stock Appreciation Rights and Stock Purchase Rights shall be fully exercisable for a period of twenty (20) days from the date of such notice and that any Options, Stock Appreciation Rights and Stock Purchase Rights that are not exercised within such period shall terminate upon the expiration of such period. For the purposes of this paragraph, all outstanding Options, Stock Appreciation Rights and Stock Purchase Rights shall be considered assumed if, following the consummation of the Change of Control, the Option, Stock Appreciation Right and Stock Purchase Right confers the right to purchase or receive, for each Share subject to the Option, Stock Appreciation Right or Stock Purchase Right immediately prior to the consummation of the Change of Control, the consideration (whether stock, cash, or other property) received in the Change of Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change of Control is not solely common stock of the successor corporation or its parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, Stock Appreciation Right or Stock Purchase Right, for each Share subject to the Option, Stock Appreciation Right or Stock Purchase Right, to be solely common stock of the successor corporation or its parent or subsidiary equal in fair market value to the per share consideration received by holders of Common Stock in the Change of Control.

17.         Substitute Options.  In the event that the Company, directly or indirectly, acquires another entity, the Board may authorize the issuance of stock options ("Substitute Options") to the individuals performing services for the acquired entity in substitution of stock options previously granted to those individuals in connection with their performance of services for such entity upon such terms and conditions as the Board shall determine, taking into account the conditions of Code Section 424(a), as from time to time amended or superseded, in the case of a Substitute Option that is intended to be an Incentive Stock Option. Shares of capital stock underlying Substitute Stock Options shall not constitute Shares issued pursuant to this Plan for any purpose.

18.         Date of Grant.  The date of grant of an Option, Stock Purchase Right, Stock Award, Stock Appreciation Right or Unrestricted Share shall be, for all purposes, the date on which the Administrator makes the determination granting such Option, Stock Purchase Right, Stock Award, Stock Appreciation Right or Unrestricted Share, or such other later date as is determined by the Administrator.  Notice of the determination shall be provided to each grantee within a reasonable time after the date of such grant.

19.         Amendment and Termination of the Plan.

(a)           Amendment and Termination.  The Board may at any time amend, alter, suspend or terminate the Plan.

(b)           Shareholder Approval.  The Company shall obtain shareholder approval of any Plan amendment to the extent necessary to comply with Applicable Laws.

(c)           Effect of Amendment or Termination.  No amendment, alteration, suspension or termination of the Plan shall adversely affect the rights of any Participant with respect to an outstanding Award, unless mutually agreed otherwise between the Participant and the Administrator, which agreement shall be in writing and signed by the Participant and the Company.  Termination of the Plan shall not affect the Administrator's ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

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20.         Conditions Upon Issuance of Shares.

(a)           Legal Compliance.  Shares shall not be issued in connection with the grant of any Stock Award or Unrestricted Share or the exercise of any Option, Stock Appreciation Right or Stock Purchase Right unless such grant or the exercise of such Option, Stock Appreciation Right or Stock Purchase Right and the issuance and delivery of such Shares shall comply with Applicable Laws.

(b)           Investment Representations.  As a condition to the grant of any Award or the exercise of any Option, Stock Appreciation Right or Stock Purchase Right, the Company may require the person receiving such Award or exercising such Option, Stock Appreciation Right or Stock Purchase Right to represent and warrant at the time of any such exercise or grant that the applicable Shares are being acquired only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

(c)           Additional Conditions.  The Administrator shall have the authority to condition the grant of any Award or rights in such other manner that the Administrator determines to be appropriate, provided that such condition is not inconsistent with the terms of the Plan.  Such conditions may include, among other things, obligations of recipients to execute lock-up agreements and shareholder agreements in the future.  The Administrator may implement such measures as the Administrator deems appropriate to determine whether Shares acquired as a result of the exercise of an Incentive Stock Option have been the subject of a "disqualifying disposition" for federal income tax purposes, including requiring the Optionee to hold such Shares in his or her own name and requiring that the Optionee notify the Administrator of any such "disqualifying disposition."

(d)           Trading Policy Restrictions.  Option, Stock Appreciation Right and Stock Purchase Right exercises and other Awards under the Plan shall be subject to the terms and conditions of any insider trading policy established by the Company or the Administrator.

21.         Inability to Obtain Authority.  The inability of the Company to obtain authority from any regulatory body having jurisdiction over the Company, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

22.         Reservation of Shares.  The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

23.         Shareholder Approval.  The Plan shall be subject to approval by the shareholders of the Company within twelve (12) months after the date the Plan is adopted, or earlier as required by the rules of the stock exchange governing trading of the Company's stock.  Such shareholder approval shall be obtained in the manner and to the degree required under Applicable Laws.

24.         Withholding; Notice of Sale.  The Company shall be entitled to withhold from any amounts payable to an Employee any amounts, which the Company determines, in its discretion, are required to be withheld under any Applicable Law as a result of any action taken by a holder of an Award.

25.         Governing Law.  This Plan shall be governed by the laws of the state of Florida, without regard to conflict of law principles.

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EX-10.3

______________________, 2010

LENDER TO LENDER FRANCHISE, INC.

____________________

____________________

[NAME]

[ADDRESS]

Re:           Incentive Stock Option Agreement

Dear [NAME]

The Board of Directors of LENDER TO LENDER FRANCHISE, INC. (the “Corporation”) is pleased to award you an Option pursuant to the provisions of the Lender to Lender Franchise, Inc. 2010 Equity Incentive Plan (the “Plan”).  This Grant Form will describe the Option granted to you (the “Optionee”).  Attached to this letter is a copy of the Plan.  The terms of the Plan also set forth provisions governing the Option granted to you.  Therefore, in addition to reading this letter you should also read the Plan.  Your signature on this letter is an acknowledgement to us that you have read and understand the Plan and that you agree to abide by its terms.  All terms not defined in this letter shall have the same meaning as in the Plan.

1.           Type of Option.  You are granted an incentive stock option (“ISO”).

2.           Rights and Privileges.  Subject to the conditions hereinafter set forth, we grant you the right to purchase ________ shares of Common Stock at $1.00 per share (the “Shares”), the current fair market value of a share of common stock of the Corporation.  The right to purchase the Shares vests over the time periods described below:

The right to acquire ___ shares vests on August __, 2011.

The right to acquire ___ shares vests on August __, 2012.

The right to acquire ___ shares vests on August __, 2013.

The right to acquire ___ shares vests on August __, 2014.

The right to acquire ___ shares vests on August __, 2015.

3.           Time of Exercise.  The Option may be exercised at any time and from time to time beginning when the right to purchase the Shares accrues and ending when they terminate as provided in Section 5 of this Grant Form or in the Plan.

4.           Method of Exercise.  The Options shall be exercised by written notice to the Corporation’s Stock Option Administrator at the Corporation's principal place of business.  The notice shall set forth the number of shares to be acquired and shall contain payment by either: (i) in cash or by check, (ii) to the extent permitted by applicable law, by means of any cash or cashless exercise procedure through an arrangement approved by the Administrator, (iii) in the form of unrestricted shares of the Corporation’s common stock already owned by the Optionee to the extent the unrestricted shares of common stock have a Fair Market Value on the date of surrender equal to the aggregate Option Exercise Price of the Shares as to which such Option shall be exercised and the minimum statutory withholding taxes with respect thereto, or (iv) any combination of the foregoing.

5.           Termination of Option.  To the extent not exercised, the Option shall terminate upon the first to occur of the following dates:

(a)           August __, 2020, being ten (10) years from the date of grant pursuant to the provisions of Section 3 of this Grant Form; or

(b)           The expiration of thirty (30) days following the date your employment terminates with the Corporation and any of its subsidiaries included in the Plan for any reason, other than by reason of death, permanent disability or for cause; or

(c)           The expiration of twelve (12) months following the date your employment terminates with the Corporation and any of its subsidiaries included in the Plan, if such employment termination occurs by reason of your death; or

(d)           The expiration of twelve (12) months following the date your employment terminates with the Corporation and any of its subsidiaries included in the Plan, if such employment termination occurs by reason of your permanent disability as defined in the Plan; or

(e)           Immediately upon the date your employment terminates for cause as defined in the Plan.

6.           Non-Transferability.  The Option cannot be transferred other than by will or the laws of descent and distribution.

7.           Securities Laws.  The Option and the Shares underlying the Option have not been registered under the Securities Act of 1933, as amended (the “Act”).  The Corporation has no obligations to ever register the Option or the Shares underlying the Option.  All Shares acquired upon the exercise of the Option shall be “restricted securities” as that term is defined in Rule 144 promulgated under the Act.  The certificate representing the shares shall bear an appropriate legend restricting their transfer.  Such shares cannot be sold, transferred, assigned or otherwise hypothecated without registration under the Act or unless a valid exemption from registration is then available under applicable federal and state securities laws and the Corporation has been furnished with an opinion of counsel satisfactory in form and substance to the Corporation that such registration is not required.

8.           Binding Effect.  The rights and obligations described in this letter shall inure to the benefit of and be binding upon both of us, and our respective heirs, personal representatives, successors and assigns.

9.           Date of Grant.  The Option shall be treated as having been granted to you on the date of this letter even though you may sign it at a later date.

Very truly yours,

LENDER TO LENDER FRANCHISE, INC.

By:

Name:

Its:

AGREED AND ACCEPTED:

[NAME]

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EX-10.4

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), REASONABLY SATISFACTORY TO THE COMPANY, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Right to Purchase _______ shares of Common Stock of Lender to

Lender Franchise, Inc. (subject to adjustment as provided herein)

COMMON STOCK PURCHASE WARRANT

No. ________ Issue Date: ____________, 2010

LENDER TO LENDER FRANCHISE , INC., a corporation organized under the laws of the State of Florida (the “Company”), hereby certifies that, for value received, ________________________, residing at ____________________________________________ (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company at any time after ____________________ until 5:00 p.m., E.S.T. on _______________, 2020 (the “Expiration Date”), up to _______ fully paid and nonassessable shares of Common Stock at a per share purchase price of $1.00.  The aforedescribed purchase price per share, as adjusted from time to time as herein provided, is referred to herein as the “Purchase Price.”  The number and character of such shares of Common Stock and the Purchase Price are subject to adjustment as provided herein.

As used herein the following terms, unless the context otherwise requires, have the following respective meanings:

(a)           The term “Company” shall mean Lender to Lender Franchise, Inc., a Florida corporation, and any corporation which shall succeed or assume the obligations of Lender to Lender Franchise, Inc. hereunder.

(b)           The term “Common Stock” includes (i) the Company's Common Stock, $0.0001 par value per share, as authorized on the date of the Subscription Agreement, and (ii) any other securities into which or for which any of the securities described in (i) may be converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.

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(c)           The term “Other Securities” refers to any stock (other than Common Stock) and other securities of the Company or any other person (corporate or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall have received, on the exercise of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 4 or otherwise.

(d)           The term “Warrant Shares” shall mean the Common Stock issuable upon exercise of this Warrant.

1.           Exercise of Warrant.

1.1.          Number of Shares Issuable upon Exercise.  From and after the Issue Date through and including the Expiration Date, the Holder hereof shall be entitled to receive, upon exercise of this Warrant in whole in accordance with the terms of subsection 1.2 or upon exercise of this Warrant in part in accordance with subsection 1.3, shares of Common Stock of the Company, subject to adjustment pursuant to Section 4.

1.2.          Full Exercise.  This Warrant may be exercised in full by the Holder hereof by delivery of an original or facsimile copy of the form of subscription attached as Exhibit A hereto (the “Subscription Form”) duly executed by such Holder and delivery within two days thereafter of payment, in cash, wire transfer or by certified or official bank check payable to the order of the Company, in the amount obtained by multiplying the number of shares of Common Stock for which this Warrant is then exercisable by the Purchase Price then in effect.  The original Warrant is not required to be surrendered to the Company until it has been fully exercised.

1.3.          Partial Exercise.  This Warrant may be exercised in part (but not for a fractional share) by delivery of a Subscription Form in the manner and at the place provided in subsection 1.2 except that the amount payable by the Holder on such partial exercise shall be the amount obtained by multiplying (a) the number of whole shares of Common Stock designated by the Holder in the Subscription Form by (b) the Purchase Price then in effect.  On any such partial exercise provided the Holder has surrendered the original Warrant, the Company, at its expense, will forthwith issue and deliver to or upon the order of the Holder hereof a new Warrant of like tenor, in the name of the Holder hereof or as such Holder (upon payment by such Holder of any applicable transfer taxes) may request, the whole number of shares of Common Stock for which such Warrant may still be exercised.

1.4.          Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the “Determination Date”) shall mean:

(a)           If the Company's Common Stock is traded on an exchange or is quoted on the NASDAQ Global Market, NASDAQ Global Select Market, the NASDAQ Capital Market, the New York Stock Exchange or the American Stock Exchange, LLC, then the average of the closing sale prices of the Common Stock for the five (5) Trading Days immediately prior to (but not including) the Determination Date;

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(b)           If the Company's Common Stock is not traded on an exchange or on the NASDAQ Global Market, NASDAQ Global Select Market, the NASDAQ Capital Market, the New York Stock Exchange or the American Stock Exchange, Inc., but is traded on the OTC Bulletin Board or in the over-the-counter market, then the average of the closing bid and ask prices reported for the five (5) Trading Days immediately prior to (but not including) the Determination Date;

(c)           Except as provided in clause (d) below and Section 3, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or

(d)           If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

2.           Cashless Exercise.

(a)           Payment upon exercise may be made at the option of the Holder either in (i) cash, wire transfer or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Purchase Price, (ii) by delivery of Common Stock issuable upon exercise of the Warrants in accordance with Section 2(b) below or (iii) by a combination of any of the foregoing methods, for the number of Common Stock specified in such form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the holder per the terms of this Warrant) and the holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.

(b)           Subject to the provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Purchase Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelled) by delivery of a properly endorsed Subscription Form delivered to the Company by any means described in Section 10, in which event the Company shall issue to the holder a number of shares of Common Stock computed using the following formula:

X=Y (A-B)

          A

Where       X=           the number of shares of Common Stock to be issued to the holder

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Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation)

A= Fair Market Value

B= Purchase Price (as adjusted to the date of such calculation)

For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Subscription Agreement.

3.           Adjustment for Reorganization, Consolidation, Merger, etc.  Upon any reorganization, consolidation, merger or transfer (and any dissolution following any transfer) referred to in this Section 3, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the Other Securities and property receivable on the exercise of this Warrant after the consummation of such reorganization, consolidation or merger or the effective date of dissolution following any such transfer, as the case may be, and shall be binding upon the issuer of any Other Securities, including, in the case of any such transfer, the person acquiring all or substantially all of the properties or assets of the Company.

4.           Extraordinary Events Regarding Common Stock.  In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Purchase Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Purchase Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Purchase Price then in effect. The Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4. The number of shares of Common Stock that the Holder of this Warrant shall thereafter, on the exercise hereof, be entitled to receive shall be adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4) be issuable on such exercise by a fraction of which (a) the numerator is the Purchase Price that would otherwise (but for the provisions of this Section 4) be in effect, and (b) the denominator is the Purchase Price in effect on the date of such exercise.

5.           Certificate as to Adjustments.  In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the exercise of the Warrants, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Purchase Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Warrant.

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6.           Reservation of Stock, etc. Issuable on Exercise of Warrant; Financial Statements.  The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of the Warrants, all shares of Common Stock (or Other Securities) from time to time issuable on the exercise of the Warrant.  This Warrant entitles the Holder hereof, upon written request, to receive copies of all financial and other information distributed or required to be distributed to the holders of the Company's Common Stock.

7.           Assignment; Exchange of Warrant.  Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a “Transferor”). On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form”) and together with an opinion of counsel reasonably satisfactory to the Company that the transfer of this Warrant will be in compliance with applicable securities laws, the Company will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a “Transferee”), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.

8.           Replacement of Warrant.  On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement or security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of this Warrant, the Company at its expense, twice only, will execute and deliver, in lieu thereof, a new Warrant of like tenor.

9.           Transfer on the Company's Books.  Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

10.         Notices.  All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice.  Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.  The addresses for such communications shall be:  if to the Company, to: Lender to Lender Franchise, Inc., _______________________________________________________, Attn: Richard Vanderport, _______________________________, and (ii) if to the Holder, to the address and telecopier number listed on the first paragraph of this Warrant.

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11.         Law Governing This Warrant.  This Warrant shall be governed by and construed in accordance with the laws of the State of Florida without regard to principles of conflicts of laws.  Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts of Florida or in the federal courts located in Broward County, Florida.  The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens.  The Company and Holder waive trial by jury.  The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs.  In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law.  Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.   Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other transaction document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

IN WITNESS WHEREOF, the Company has executed this Warrant as of the date first written above.

LENDER TO LENDER FRANCHISE, INC.
By:
	Richard Vanderport, Chief Financial Officer

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Exhibit A

FORM OF SUBSCRIPTION

(to be signed only on exercise of Warrant)

TO:  LENDER TO LENDER FRANCHISE, INC.

The undersigned, pursuant to the provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box):

¨           ________ shares of the Common Stock covered by such Warrant; or

¨           the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2.

The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which is $___________.  Such payment takes the form of (check applicable box or boxes):

¨           $__________ in lawful money of the United States; and/or

¨           the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or

¨           the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2.

The undersigned requests that the certificates for such shares be issued in the name of, and delivered to ___________________________________________________________________________________ whose address is ____________________________________________________________________

The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption from registration under the Securities Act.

Dated:___________________
	(Signature must conform to name of holder as specified on the face of the Warrant)
	(Address)

Exhibit B

FORM OF TRANSFEROR ENDORSEMENT 

(To be signed only on transfer of Warrant)

For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of LENDER TO LENDER FRANCHISE, INC. to which the within Warrant relates specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of LENDER TO LENDER FRANCHISE, INC. with full power of substitution in the premises.

Transferees Percentage Transferred Number Transferred

Dated:  ______________, ___________
	(Signature must conform to name of holder as specified on the face of the warrant)
Signed in the presence of:
(Name)
	(address)
ACCEPTED AND AGREED:
[TRANSFEREE]
	(address)
(Name)

EX-10.5

Servicing Agreement

Lender To Lender Financing, Inc.

27322 23 Mile Road Suite 5

Chesterfield, MI 48051

586-598-1634

Servicing Agreement

Service Agreement dated as of _______________________ is made between Lender To Lender Financing, Inc. with offices at 27322 23 Mile Road. Suite 5, Chesterfield, Michigan 48051 and ___________________________________________, a _________________________ Corporation, Partnership, LLC or a Sole Proprietorship located at _______________________________________________________________ City, State, and Zip Code __________________________________________________.

Definitions:

Cost: Includes all cost outside of normal internal collection cost. Any Money paid to outside vendors, state or local agencies to assist in collections as well as lawyer fees that are charged to Lender To Lender Financing, Inc.

Collections: All net monies received from customers to servicer with respect to the accounts of selling dealer.

Receivable: Refers to all contracts that are executed with a customer and sent to Lender To Lender Financing, Inc. for funding and or servicing.

Net: Refers to monies collected after bad or nsf checks or money orders, and or expenses for collections and or legal fees as well as Lender To Lender Financing, Inc. Collection Fees.

Agreement:

Receivable Acceptance: Any and all of the contracts that are submitted from a dealer must be correct and the seller will be responsible for accuracy of the contracts and any accompanying paperwork that is required by the state of domicile and/or any other regulatory agency.

Advance: The seller may receive a predetermined amount of money and accept that money as payment for the sales contract that is given to Lender To Lender Financing, Inc. This will be a loan on future payments of automotive sales contracts submitted to Lender To Lender Financing, Inc.

Payment Center: I understand that Lender To Lender Financing, Inc. is a payment center that will fund on contracts and will assist in collections. I also understand that the dealership is solely and totally responsible for the sales and the financing of each and every contract.

Borrower: The borrower will receive the loans and the borrower will personally guarantee the loans.

______________________________Title _________

Signature

______________________________Date _________

Print Name

Repayment of defaulted loans:

Payments Weekly, Bi Weekly or Semi Monthly:

If the full customer payment is not received by the second missed payment, the account shall be paid in full by the dealer and the money (check) must be received by Lender To Lender Financing, Inc. within two (2) working days.

Monthly Payments:

If full payment is not received within 20 days of the due date of the payment the advance balance and collection fees must be paid by the selling dealer and received by the 22nd day of a missed monthly payment.

Non Payment of Defaulted Loans:

If the payment is not on time as described above, the dealership will be responsible to pay 20% of their dealer Accounts Receivable, plus the Gross Advance Balance.

Lender To Lender Financing, Inc: Lender To Lender Financing, LLC will have and may exercise any and all rights and remedies available to collect all monies owed to Lender To Lender Financing, Inc.

Lease Sales Tax: Sales tax on the down payment shall be submitted to Lender To Lender Financing, Inc. with each deal submitted.

All other taxes: The dealer is responsible for all other taxes other than monthly sales tax for leases which will be deducted from the payment each month by Lender To Lender Financing, Inc.

Selling Off of Accounts: With consent of the selling dealer, Lender To Lender Financing, Inc. will have the option to sell off accounts that have been assigned to Lender To Lender Financing, Inc.

The proceeds from the initial sale will be split after all cost and expenses 80% to the dealer’s pool and 20% to Lender To Lender Financing, Inc.

Legal: After a reasonable time trying to collect and or repossesses the vehicle without success the account will be turned over to legal collections. Once the vehicle is turned over to legal the proceeds will be split 65% to the dealer and 35% to Lender To Lender Financing, Inc. after all cost, legal or otherwise.

Repossession of Vehicle: Once the vehicle is repossessed and sold at auction the proceeds will be split after repossession and representation cost are recovered, 80% for the selling dealer and 20% to Lender To Lender Financing, Inc.

After Repossession: All net monies collected will be split 65% for the selling dealer and 35% to Lender To Lender Financing, Inc.

Duties of the Selling Dealer: The selling dealer represents that all documents and statements made in any transaction are true and correct. In the event there is any misrepresentation, the selling dealer is held responsible and will be in violation of this contract if not corrected within 7 days.

Security Interest:

Dealer grants to Lender a security interest in all of Dealer’s right, title and interest in the following property of Dealer including without limitation: All accounts, chattel paper (both tangible and electronic), goods, inventory, equipment, fixtures, payment intangibles, general intangibles, software, instruments, letters of credit, letter of credit rights, money, documents, deposit accounts, investment property, commodity contracts, commodity accounts, farm

products, timber to be cut, oil, gas and other minerals prior to extraction, as-extracted collateral, vehicles, manufactured homes and supporting obligations, and all products and proceeds thereof, whether now owned or hereafter acquired. Terms used in the preceding collateral description shall have the respective meanings accorded such terms in the Uniform Commercial Code as enacted in the state of domicile of the Dealer as of the date hereof.

This Collateral secures the full and prompt performance and payment to Secured Party of all obligations of Dealer to Lender, whether incurred directly or acquired by purchase, pledge, or otherwise, and whether participated in whole or in part, including, without limitation, (i) every such obligation to Lender, whether in a joint, several, or joint and several capacity, whether now owing or existing or later arising or created, owed absolutely, or contingently, created by loan, overdraft, guaranty, or other contract, quasi-contract, tort, statute, or otherwise, whether for principal, interest, fees, expenses, or otherwise and (ii) any and all obligations of Dealer to Lender or to any affiliate of Lender, whether now owing or existing or later arising or created, owed absolutely or contingently, whether evidenced or acquired (including all renewals, extensions, and modifications thereof or substitutions) (collectively the “Subject Debt”).

Acceptance of contracts/receivables: Lender To Lender Financing, Inc. will from time to time inspect contracts delivered from the selling dealer. If Lender To Lender Financing, Inc. does not feel the deal is as represented, Lender To Lender Financing, Inc. may reject the receivable submitted. If inaccuracies are missed in the initial inspection of the paperwork the selling dealer is responsible for all errors and liabilities related to the contracts and paperwork. Lender To Lender Financing, Inc. will also have the right to accept of reject any and all contracts.

Account status: Will be in three categories, Acceptable accounts that are on time. In Question, will be up to 5 days late on payments and Collection Account which will be 6 days late or beyond.

Distribution of Funds Collected: All monies received as payments toward qualifying receivables will be applied as follows:

First Lease Sales Tax Paid (if applicable)

Second: 20% to Lender To Lender Financing, Inc.

Third: To reimburse servicer for all collection cost.

Forth: Balance of the payments to repay advances and the excess money to the dealership.

Indemnities: The selling dealer will hold harmless the servicer from any and all cost claims and liabilities arising out of or resulting from collections of contracts and or repossession. Lender To Lender Financing, Inc. will be responsible for collections. In the event of gross negligence related to collecting and/or repossession ordered by Lender To Lender Financing, Inc., Lender To Lender Financing, Inc. will take full responsibility.

Confidentiality: Any authorized selling dealer must keep all materials and information to themselves and under no circumstances give any information to anyone without express written consent from Lender To Lender Financing, Inc. Without written consent from Lender To Lender Financing, Inc. the selling dealer will be in violation of the servicing agreement.

Violation of Contract/Servicing Agreement: Any violation of the service contract will result in loss of any additional revenues earned through Lender To Lender Financing, Inc. The selling dealer will be required to pay Lender To Lender Financing, Inc. all cost plus 20% servicing fees of the entire accounts receivable, plus the gross advance balance.

Merger or consolidation: Any merger or consolidation will succeed to the business of the servicer and shall be the successor to this agreement.

Resignation as Servicer: Lender To Lender Financing, Inc. may resign at any time without reason or cause and must give a 15 day written notice. The selling dealer must pay Lender To Lender Financing, Inc. all cost and advances plus 20% servicing fee on the entire accounts receivable balance within 15 days of termination.

Termination by Dealer: If the selling dealer wants to terminate this agreement and discontinue doing business with Lender To Lender Financing, Inc. the dealer may do so by notifying Lender To Lender Financing, Inc. in writing. If the selling dealer would like their account receivables, the selling dealer may do so by paying Lender To Lender Financing, Inc. all related advances, 20% of all accounts receivables, plus any cost related to collections. If the selling dealer would like Lender To Lender Financing, Inc. to complete collections the selling dealer will receive net collections of 80% and Lender To Lender Financing, Inc. will receive 20% until after repossessions.

Stand alone: Each deal will stand on its own and the Dealer will be paid the balance of the account, less collection fees, as each deal is paid off.

Set Off: Lender To Lender Financing, Inc. may at any time apply costs to the account/ accounts of the selling dealer that resulted from collections. In the event accounts are not kept current Lender To Lender Financing, Inc. may pool all of the accounts and void the stand alone clause.

Pooling of Accounts: Lender To Lender Financing, Inc. will have the right to pool accounts in the event of a lack of business from the dealership. And or not paying off an account or accounts that are/were past due.

Collections: All monies shall pass through Lender To Lender Financing, Inc. If a payment is made at the dealership the entire amount of that and all payments shall be paid to Lender To Lender Financing, Inc. In no way will Lender To Lender Financing, Inc. recognize any payment until the payment is in the hands of Lender To Lender Financing, Inc.

Delegation of Duties: Lender To Lender Financing, Inc. may at its discretion hire outside assistance to assist in collections and or repossessions.

Complete Agreement: This agreement is the complete agreement and supersedes any and all prior agreements oral or written. This agreement may not be altered without the written consent of both parties.

This agreement is agreed and accepted on only when both parties have signed this agreement. The parties hereto have duly executed this Agreement effective as of the date first set forth. Each of the parties acknowledge that they have thoroughly read and understand this agreement and that they have been advised of their right to consult with and have consulted with an attorney, or knowingly and voluntarily wave such right, and have chosen to execute this

Agreement.

By signing this agreement the parties have caused this agreement to be executed by their respective officers as of the day and year these agreements are signed.

Dealership:__________________________ Date: _________________________

Signed By: _________________________ Print: __________________________

Guarantor

Title: ______________________________

Lender To Lender Financing, Inc.

Signed By: ________________________________ Date: ________________________

Title: _____________________________________ Print Name: ___________________

EX-10.6

Lender To Lender Financing, Inc.

27322 23 Mile Road, Suite 5

Chesterfield, Michigan 48051

Phone: (586) 598-1634

Servicing Agreement

Service Agreement dated as of _______________________ is made between Lender to Lender Financing, Inc. dba Lender Financing with offices at 27322 23 Mile Rd. Suite 5, Chesterfield, Michigan 48051 and ___________________________________________, a _________________________ Corporation, Partnership, LLC or a Sole Proprietorship located at _______________________________________________________________ City, State, and Zip Code___________________________________________________.

Definitions:

Cost: Includes all cost outside of normal internal collection cost. Any Money paid to outside vendors, state or local agencies to assist in collections as well as lawyer fees that are charged to Lender Financing.

Fraud: Any and all statements that are not accurate in writing or verbal.

Collections: All net monies received from customers to servicer with respect to the accounts of selling dealer.

Receivable: Refers to all contracts that are executed with a customer and sent to Lender Financing for funding and or servicing.

Net: Refers to monies collected after bad or nsf checks or money orders, and or expenses for collections and or legal fees as well as Lender Financing Collection Fees.

Agreement:

Receivable Acceptance: Any and all of the contracts that are submitted from a dealer must be correct and the seller will be responsible for accuracy of the contracts and any accompanying paperwork that is required by the state of domicile and or any other regulatory agency.

Advance: The seller may receive a pre determined amount of money and accept that money as payment for the sales contract that is given to Lender Financing. This will be a loan on future payments of automotive sales contracts submitted to Lender Financing.

Payment Center:

I understand that Lender Financing is a payment center that will fund on contracts and will assist in collections. I also understand that the dealership is solely and totally responsible for the sales and the financing of each and every contract.

Lender Financing: Lender Financing will have and may exercise all rights and remedies to collect all monies owed to Lender Financing.

Lease Sales Tax: Sales tax on the down payment shall be submitted to Lender Financing with each deal submitted.

All other taxes: The dealer is responsible for all other taxes other than monthly sales tax for leases which will be deducted from the payment each month by Lender Financing.

Selling Off of Accounts: With the consent of the selling dealer. Lender Financing will have the option to sell off accounts that have been assigned to Lender Financing. The proceeds from the initial sale will be split after all cost and expenses 80% to the dealer’s pool and 20% to Lender Financing.

Legal: After a reasonable time trying to collect and or repossesses the vehicle without success the account will be turned over to legal collections. Once the vehicle is turned over to legal the proceeds will be split 65% to the dealer and 35% to Lender Financing after all cost, legal or otherwise.

Repossession of Vehicle: Once the vehicle is repossessed and sold at auction the proceeds will be split after repossession and representation cost are recovered, 80% for the selling dealer and 20% to Lender Financing.

After Repossession: All net monies collected will be split 65% for the selling dealer and 35% to Lender Financing.

Duties of the Selling Dealer: The selling dealer represents that all documents and statements made in any transaction are true and correct. In the event there is any misrepresentation (fraud), the selling dealer is held responsible and will be in violation of this contract if not corrected within 7 days.

Acceptance of contracts/receivables: Lender Financing will from time to time inspect contracts delivered from the selling dealer. If Lender Financing does not feel the deal is as represented, Lender Financing may reject the receivable submitted. If inaccuracies are missed in the initial inspection of the paperwork the selling dealer is responsible for all errors and liabilities related to the contracts and paperwork. Lender Financing will also have the right to accept of reject any and all contracts.

Account status: Will be in three categories, Acceptable accounts that are on time. In Question will be up to 5 days late on payments and Collection Account which will be 6 days late or beyond.

Distribution of Funds Collected: All monies received as payments toward qualifying receivables will be applied as follows:

First Lease Sales Tax Paid (if applicable)

Second: 20% to Lender Financing

Third: To reimburse servicer for all collection cost.

Forth: Balance of the payments to repay advances and the excess money to the dealership.

Indemnities: The selling dealer will hold harmless the servicer from any and all cost claims and liabilities arising out of or resulting from collections of contracts and or repossession. Lender Financing will be responsible for collections. In the event of gross negligence related to collecting and/or repossession ordered by Lender Financing, Lender Financing will take full responsibility.

Confidentiality: Any authorized selling dealer must keep all materials and information to themselves and under no circumstances give any information to anyone without express written consent from Lender Financing. Without written consent from Lender Financing the selling dealer will be in violation of the servicing agreement.

Violation of Contract/Servicing Agreement: Any violation of the service contract will result in loss of any additional revenues earned through Lender Financing. The selling dealer will be required to pay Lender Financing all cost plus 20% servicing fees of the entire accounts receivable, plus the gross advance balance.

Merger or consolidation: Any merger or consolidation will succeed to the business of the servicer and shall be the successor to this agreement.

Resignation as Servicer: Lender Financing may resign at any time without reason or cause and must give a 15 day written notice. The selling dealer must pay Lender Financing all cost and advances plus 20% servicing fee on the entire accounts receivable balance within 15 days of termination.

Termination by Dealer: If the selling dealer wants to terminate this agreement and discontinue doing business with Lender Financing the dealer may do so by notifying Lender Financing in writing. If the selling dealer would like their account receivables, the selling dealer may do so by paying Lender Financing all related advances, 20% of all accounts receivables, plus any cost related to collections. If the selling dealer would like Lender Financing to complete collections the selling dealer will receive net collections of 80% and Lender Financing will receive 20% until after repossessions.

Set Off: Lender Financing may at any time apply costs to the account/ accounts of the selling dealer that resulted from collections. In the event accounts are not kept current Lender Financing may pool all of the accounts.

Pooling of Accounts: Lender Financing will pool all accounts. When the profits are above the gross funded and all expenses are paid, the dealership will receive their monies accordingly.

Collections: All monies shall pass through Lender Financing. If a payment is made at the dealership the entire amount of that and all payments shall be paid to Lender Financing. In no way will Lender Financing recognize any payment until the payment is in the hands of Lender Financing.

Delegation of Duties: Lender Financing may at its discretion hire outside assistance to assist in collections and or repossessions.

Complete Agreement: This agreement is the complete agreement and supersedes any and all prior agreements oral or written. This agreement may not be altered without the written consent of both parties.

This agreement is agreed and accepted on only when both parties have signed this agreement. The parties hereto have duly executed this Agreement effective as of the date first set forth. Each of the parties acknowledge that they have thoroughly read and understand this agreement and that they have been advised of their right to consult with and have consulted with an attorney, or knowingly and voluntarily wave such right, and have chosen to execute this

Agreement.

By signing this agreement the parties have caused this agreement to be executed by their respective officers as of the day and year these agreements are signed.

Dealership: __________________________ Date: _________________________

Signed By: _________________________ Print: __________________________

Title: ______________________________

Lender To Lender Financing, Inc.

Signed By: ________________________________ Date: ________________________

Title: _____________________________________ Print Name: ___________________

EX-10.7

SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof between Lender to Lender Franchise, Inc., a Florida corporation (the “Company”) and the undersigned (the “Subscriber”).

WITNESSETH:

WHEREAS, the Company is conducting a private offering (the “Offering”) consisting of up to 50 Units (the “Units”), each Unit consisting of 2,500 shares of common stock of the Company (the “Common Stock”); and

WHEREAS, the Subscriber desires to purchase that number of Units set forth on the signature page hereof on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and the mutual representations and covenants hereinafter set forth, the parties hereto do hereby agree as follows:

1.           SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER. Subject to the terms and conditions hereinafter set forth and in the Confidential Private Offering Memorandum dated September 20, 2010 (such memorandum, together with all amendments thereof and supplements and exhibits thereto, the “Memorandum”), the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company such number of Units, and the Company agrees to sell to the Subscriber as is set forth on the signature page hereof, at a price equal to $500 per Unit. The purchase price is payable by wire transfer or check payable to “Lender to Lender Franchise, Inc.” contemporaneously with the execution and delivery of this Agreement by the Subscriber to the Company, 27322 Twenty Three Mile Road, Suite #5, Chesterfield, Michigan  48051, Attention:  Richard Vanderport.

1.1.         The Subscriber recognizes that the purchase of the Units involves a high degree of risk including, but not limited to, the following: (a) the Company requires funds in addition to the proceeds of the Offering; (b) an investment in the Company is highly speculative, and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units; (c) the Subscriber may not be able to liquidate its investment; (d) transferability of the Common Stock is extremely limited; (e) in the event of a disposition, the Subscriber could sustain the loss of its entire investment; and (f) the Company may issue additional securities in the future which have rights and preferences that are senior to those of the Common Stock. Without limiting the generality of the representations set forth in Section 1.5 below, the Subscriber represents that the Subscriber has carefully reviewed the section of the Memorandum captioned “Risk Factors.”

1.2.         The Subscriber represents (a) that the Subscriber is an “accredited investor” as such term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and that the Subscriber is able to bear the economic risk of an investment in the Units and/or (b) that (i) the Subscriber has knowledge and experience in business and financial matters, prior investment experience, or the Subscriber has employed the services of a “purchaser representative” (as defined in Rule 501 of Regulation D), attorney and/or accountant to read all of the documents furnished or made available by the Company both to the Subscriber and to all other prospective investors in the Units to evaluate the merits and risks of such an investment on the Subscriber's behalf and (ii) the Subscriber recognizes the highly speculative nature of this investment.

1.3.         The Subscriber is able to bear the economic risk that the Subscriber hereby assumes.

1.4.         The Subscriber hereby acknowledges receipt and careful review of this Agreement, the Memorandum (which includes the Risk Factors), including all exhibits thereto, and any documents which may have been made available upon request as reflected therein (collectively referred to as the “Offering Materials”) and hereby represents that the Subscriber has been furnished by the Company during the course of the Offering with all information regarding the Company, the terms and conditions of the Offering and any additional information that the Subscriber has requested or desired to know, and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the Company and the terms and conditions of the Offering.

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1.5.         (a)           In making the decision to invest in the Units the Subscriber has relied solely upon the information provided by the Company in the Offering Materials. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Units hereunder. The Subscriber disclaims reliance on any statements made or information provided by any person or entity in the course of Subscriber's consideration of an investment in the Units other than the Offering Materials.

(b)          The Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Units by the Company (or an authorized agent or representative thereof) and (ii) no Units were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising.

1.6.         The Subscriber hereby represents that the Subscriber, either by reason of the Subscriber's business or financial experience or the business or financial experience of the Subscriber's professional advisors (who are unaffiliated with and not compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly), has the capacity to protect the Subscriber's own interests in connection with the transaction contemplated hereby.

1.7.         The Subscriber hereby acknowledges that the Offering has not been reviewed by the U.S. Securities and Exchange Commission (the “SEC”) nor any state regulatory authority since the Offering is intended to be exempt from the registration requirements of Section 5 of the Securities Act pursuant to Regulation D promulgated thereunder. The Subscriber understands that the Common Stock has not been registered under the Securities Act or under any state securities or “blue sky” laws and agrees not to sell, pledge, assign or otherwise transfer or dispose of the Common Stock unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemption from such registration is available.

1.8.         The Subscriber understands that the Common Stock has not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act that depends, in part, upon the Subscriber's investment intention. In this connection, the Subscriber hereby represents that the Subscriber is purchasing the Units for the Subscriber's own account for investment and not with a view toward the resale or distribution to others. The Subscriber, if an entity, further represents that it was not formed for the purpose of purchasing the Units.

1.9.         The Subscriber understands that there is no trading market for the Common Stock and that an active market may not develop for the Common Stock.

1.10.       The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Common Stock that such securities have not been registered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such securities. The legend to be placed on each certificate shall be in form substantially similar to the following:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED. UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

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1.11.       The Subscriber understands that the Company will review this Agreement and is hereby given authority by the Subscriber to call Subscriber's bank or place of employment or otherwise review the financial standing of the Subscriber; and it is further agreed that the Company, in its sole discretion, reserves the unrestricted right, without further documentation or agreement on the part of the Subscriber, to reject or limit any subscription, to accept subscriptions for fractional Units and to close the Offering to the Subscriber at any time and that the Company will issue stop transfer instructions to its transfer agent with respect to the Common Stock.

1.12.       The Subscriber hereby represents that the address of the Subscriber furnished by Subscriber on the signature page hereof is the Subscriber's principal residence if Subscriber is an individual or its principal business address if it is a corporation or other entity.

1.13.       The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver this Agreement and to purchase the Units. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms.

1.14.       If the Subscriber is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account, Keogh Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so.

1.15.       The Subscriber acknowledges that at such time, if ever, as the Common Stock is registered (as such term is defined in Article 5 hereof), sales of the Common Stock will be subject to state securities laws.

1.16.       The Subscriber agrees not to issue any public statement with respect to the Subscriber's investment or proposed investment in the Company or the terms of any agreement or covenant between them and the Company without the Company's prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or regulation.

1.17.       The Subscriber understands that the Units are being offered and sold in reliance on specific exemptions from the registration requirements of federal and state securities laws and that the Company and the principals and controlling persons thereof are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings set forth herein in order to determine the applicability of such exemptions and the undersigned's suitability to acquire Units.

1.18.       The Subscriber agrees to hold the Company and its directors, officers, employees, affiliates, controlling persons and agents and their respective heirs, representatives, successors and assigns harmless and to indemnify them against all liabilities, costs and expenses incurred by them as a result of (a) any sale or distribution of the Common Stock by the Subscriber in violation of the. Securities Act or any applicable state securities or “blue sky” laws; or (b) any false representation or warranty or any breach or failure by the Subscriber to comply with any covenant made by the Subscriber in this Agreement or any other document furnished by the Subscriber to any of the foregoing in connection with this transaction. To the best of the Subscriber’s knowledge, neither the Subscriber nor any person providing funds to the Subscriber:  (i) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any Anti-Money Laundering Laws (as hereinafter defined); (ii) has been assessed civil or criminal penalties under any Anti-Money Laundering Laws; or (iii) has had any of its funds seized or forfeited in any action under any Anti-Money Laundering Laws. For purposes of this paragraph, the term “Anti-Money Laundering Laws” shall mean laws, regulations and sanctions, state and federal, criminal and civil, that: (i) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (ii) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (iii) require identification and documentation of the parties with whom a financial institution conducts business; or (iv) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the USA Patriot Act of 2001, Pub. L. No. 107-56 (the “Patriot Act”), the Bank Secrecy Act, 31 U.S.C. Section 5311 et. seq. (the “Bank Secrecy Act”), the Trading with the Enemy Act, 50 U.S.C. Appendix, the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

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2.           REPRESENTATIONS BY AND COVENANTS OF THE COMPANY.  The Company hereby represents and warrants to the Subscriber that:

2.1.         Organization, Good Standing And Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida and has full corporate power and authority to conduct its business.

2.2.         Authorization; Enforceability. The Company has all corporate right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. All corporate action on the part of the Company, its directors and stockholders necessary for the (i) authorization execution, delivery and performance of this Agreement by the Company; and (ii) authorization, sale, issuance and delivery of the Common Stock contemplated hereby and the performance of the Company's obligations hereunder has been taken. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies, and to limitations of public policy. The Common Stock, when issued and fully paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable. The issuance and sale of the Common Stock contemplated hereby will not give rise to any preemptive rights or rights of first refusal on behalf of any person which have not been waived in connection with this Offering.

3.           TERMS OF SUBSCRIPTION.  The Company is offering on a “best efforts” basis until all of the Units are sold (the “Maximum Offering”) or the Offering period terminates, whichever occurs first.  There is no minimum offering.

3.1.         Unless terminated earlier in the Company’s discretion, the Offering Period will expire on October 31, 2010, provided, however, the termination date may be extended by up to an additional 30 day period in the Company’s discretion, without notice to the investors (the “Termination Date”). Subscriptions for Units may not be revoked once tendered, except in accordance with certain state laws.

3.2.         This Offering can be withdrawn at any time before closing and is specifically made subject to the terms described in this Memorandum.  The Company reserves the right to reject any subscription, in whole or in part, or to allocate to any prospective investor less than the number of securities subscribed for.  The minimum investment is $500 (1 Unit), although the Company may, in its discretion, accept subscriptions for a lesser amount.

3.3.         The Company may conduct one or more closings covering Units up to the Maximum Offering, but not later than Termination Date.

4.           CONDITIONS TO OBLIGATIONS OF THE SUBSCRIBERS. The Subscriber's obligation to purchase the Units at the Closing is subject to the fulfillment on or prior to such Closing of the following conditions, which conditions may be waived at the option of each Subscriber to the extent permitted by law:

(a)           Covenants. All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date of such Closing shall have been performed or complied with in all material respects.

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(b)           No Legal Order Pending. There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement.

(c)           No Law Prohibiting or Restricting Such Sale. There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person, which shall not have been obtained, to issue the Common Stock (except as otherwise provided in this Agreement).

5.           REGISTRATION RIGHTS.

5.1.         Definitions.  As used in this Agreement, the following terms shall have the following meanings.

(a)           The term “Holder” shall mean any person owning or having the right to acquire Registrable Securities or any permitted transferee of a Holder.

(b)           The terms “register,” “registered” and “registration” refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the declaration or order of effectiveness of such registration statement or document.

(c)           The term “Registrable Securities” shall mean the Common Stock; provided, however, that securities shall only be treated as Registrable Securities if and only for so long as they (A) have not been disposed of pursuant to a registration statement declared effective by the SEC; (B) have not been sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act so that all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of such sale; (C) are held by a Holder or a permitted transferee of a Holder pursuant to Section 5.8; and (D) may not be disposed of under Rule 144 under the Securities Act without restriction.

(d)           The term “SEC Guidance” means (i) any publicly-available written or oral guidance, requirements or notice of the staff of the SEC, and (ii) the Securities Act and the rules and regulations promulgated thereunder.

(e)           The term “Rule 415” means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such Rule.

5.2.         Registration. The Company will use its best reasonable efforts to file a registration statement, within six (6) months of the Termination Date (the “Filing Date”), covering the resale of all or such portion of the Registrable Securities as permitted by SEC Guidance. The registration statement filed pursuant to this Section 5.2 shall be on Form S-1, except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1, in which case such registration shall be on another appropriate form. In the event that less than all of the Registrable Securities are included in the registration statement as a result of SEC Guidance, then the Company will use its best reasonable efforts to file additional registration statements, registering the allowable balance pursuant to Rule 415, in a manner permitted by the SEC, until all of the Registrable Securities have been registered.

5.3.         Registration Procedures. Whenever required under this Article 5 to include Registrable Securities in a Company registration statement, the Company shall:

(a)           Use its best reasonable efforts to (i) cause such registration statement to become effective, and (ii) cause such registration statement to remain effective until the earliest to occur of (A) such date as the sellers of Registrable Securities (the “Selling Holders”) have completed the distribution described in the registration statement and (B) such time that all of such Registrable Securities are no longer, by reason of Rule 144 under the Securities Act, required to be registered for the sale thereof by such Holders. The Company will also use its best reasonable efforts to, during the period that such registration statement is required to be maintained hereunder, file such post-effective amendments and supplements thereto as may be required by the Securities Act and the rules and regulations thereunder or otherwise to ensure that the registration statement does not contain any untrue statement of material fact or omit to state a fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they are made, not misleading; provided, however, that if applicable rules under the Securities Act governing the obligation to file a post-effective amendment permits, in lieu of filing a post-effective amendment that (i) includes any prospectus required by Section 10(a)(3) of the Securities Act or (ii) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the Company may incorporate by reference information required to be included in (i) and (ii) above to the extent such information is contained in periodic reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in the registration statement.

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(b)           Prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement.

(c)           Furnish to the Selling Holders such numbers of copies of a prospectus, including a preliminary prospectus as amended or supplemented from time to time, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.

(d)           Use best reasonable efforts to register and qualify the securities covered by such registration statement under such other federal or state securities laws of such jurisdictions as shall be reasonably requested by the Selling Holders; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act.

(e)           Notify each Holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, (i) when the registration statement or any post-effective amendment and supplement thereto has become effective; (ii) of the issuance by the SEC of any stop order or the initiation of proceedings for that purpose (in which event the Company shall make every effort to obtain the withdrawal of any order suspending effectiveness of the registration statement at the earliest possible time or prevent the entry thereof); (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iv) of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

(f)           Cause all such Registrable Securities registered hereunder to be listed on each securities exchange or quotation service on which similar securities issued by the Company are then listed or quoted.

(g)           Provide a transfer agent for all Registrable Securities registered hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.

(h)           Comply with all applicable rules and regulations of the SEC.

5.4.         Furnish Information. It shall be a condition precedent to the obligation of the Company to take any action pursuant to this Article 5 with respect to the Registrable Securities of any Selling Holder that such Holder shall furnish to the Company such information regarding the Holder, the Registrable Securities held by the Holder, and the intended method of disposition of such securities as shall be reasonably required by the Company to effect the registration of such Holder's Registrable Securities.

5.5.         Registration Expenses. The Company shall bear and pay all registration expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to registration pursuant to Section 5.2 for each Holder, but excluding (i) legal expenses of the Holders and (ii) underwriting discounts and commissions, if any, relating to Registrable Securities.

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5.6.         Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Article.

5.7.         Indemnification. In the event that any Registrable Securities are included in a registration statement under this Article 5:

(a)           To the extent permitted by law, the Company will indemnify and hold harmless each Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, or the Exchange Act, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): (i) any untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation by the Company of the Securities Act, the Exchange Act, or any rule or regulation promulgated under the Securities Act, or the Exchange Act, and the Company will pay to each such Holder, underwriter or controlling person, as incurred, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 5.7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Holder, underwriter or controlling person.

(b)           To the extent permitted by law, each Selling Holder will indemnify and hold harmless the Company, each of its directors, each of its officers, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, or the Exchange Act, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 5.7(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 5.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; provided, further, that, in no event shall any indemnity under this Section 5.7(b) exceed the greater of the cash value of the (i) gross proceeds from the Offering received by such Holder or (ii) such Holder's investment pursuant to this Agreement as set forth on the signature page attached hereto.

(c)           Promptly after receipt by an indemnified party under this Section 5.7 of notice of the commencement of any action (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party under this Section 5.7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly notified, to assume the defense thereof with counsel selected by the indemnifying party and approved by the indemnified party (whose approval shall not be unreasonably withheld); provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 5.7, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5.7.

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(d)           If the indemnification provided for in this Section 5.7 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage, or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

(e)           Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in an underwriting agreement entered into in connection with an underwritten public offering are in conflict with the foregoing provisions, the provisions in such underwriting agreement shall control.

(f)           The obligations of the Company and Holders under this Section 5.7 shall survive the completion of the Offering.

5.8.         Permitted Transferees. The rights to cause the Company to register Registrable Securities granted to the Holders by the Company under this Article 5 may be assigned in full by a Holder in connection with a transfer by such Holder of its Registrable Securities, to (a) any partner or retired partner of a Holder that is a partnership, or (b) any family member or trust for the benefit of any individual Holder, provided that (i) such Holder gives prior written notice to the Company; (ii) such transferee agrees to comply with the terms and provisions of this Agreement; (iii) such transfer is otherwise in compliance with this Agreement; and (iv) such transfer is otherwise effected in accordance with applicable securities laws. Except as specifically permitted by this Section 5.8, the rights of a Holder with respect to Registrable Securities as set out herein shall not be transferable to any other person, and any attempted transfer shall cause all rights of such Holder therein to be forfeited.

6.           MISCELLANEOUS. Any notice or other communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail, return receipt requested, or delivered by hand against written receipt therefore, addressed as follows:

If to the Company, to it at:

27322 Twenty Three Mile Road, Suite #5

Chesterfield, Michigan  48051

Attention:  Richard Vanderport

With a copy to:

Quintairos, Prieto, Wood & Boyer, P.A.

One East Broward Blvd., Suite 1400

Fort Lauderdale, Florida

Attention:  Brian Pearlman, Esq.

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If to the Subscriber, to the Subscriber's address indicated on the signature page of this Agreement.

Notices shall be deemed to have been given or delivered on the date of mailing, except notices of change of address, which shall be deemed to have been given or delivered when received.

6.1.         Except as otherwise provided herein, this Agreement shall not be changed, modified or amended except by a writing signed by the parties to be charged, and this Agreement may not be discharged except by performance in accordance with its terms or by a writing signed by the party to be charged.

6.2.         This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and assigns. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.

6.3.         Upon the execution and delivery of this Agreement by the Subscriber, this Agreement shall become a binding obligation of the Subscriber with respect to the purchase of Units as herein provided, subject, however, to the right hereby reserved by the Company to enter into the same agreements with other subscribers and to add and/or delete other persons as subscribers.

6.4.         This Subscription Agreement shall be governed by and construed in accordance with the domestic laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida.  The parties further: (i) agree that any legal suit, action or proceeding arising out of or relating to this Subscription Agreement shall be instituted exclusively in any Federal or State court of competent jurisdiction within Broward County, State of Florida, (ii) waive any objection that they may have now or hereafter to the venue of any such suit, action or proceeding, and (iii) irrevocably consent to the in personam jurisdiction of any Federal or State court of competent jurisdiction within Broward County, State of Florida in any such suit, action or proceeding.  The parties each further agree to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in a Federal or State court of competent jurisdiction within Broward County, State of Florida, and that service of process upon the parties mailed by certified mail to their respective addresses shall be deemed in every respect effective service of process upon the parties, in any action or proceeding.

6.5.         In order to discourage frivolous claims the parties agree that unless a claimant in any proceeding arising out of this Agreement succeeds in establishing his claim and recovering a judgment against another party (regardless of whether such claimant succeeds against one of the other parties to the action), then the other party shall be entitled to recover from such claimant all of its/their reasonable legal costs and expenses relating to such proceeding and/or incurred in preparation therefore.

6.6.         The holding of any provision of this Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect any other provision of this Agreement, which shall remain in full force and effect. If any provision of this Agreement shall be declared by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced in whole or in part, such provision shall be interpreted so as to remain enforceable to the maximum extent permissible consistent with applicable law and the remaining conditions and provisions or portions thereof shall nevertheless remain in full force and effect and enforceable to the extent they are valid, legal and enforceable, and no provisions shall be deemed dependent upon any other covenant or provision unless so expressed herein.

6.7.         It is agreed that a waiver by either party of a breach of any provision of this Agreement shall not operate, or be construed, as a waiver of any subsequent breach by that same party.

6.8.         All of the representations and warranties contained in this Subscription Agreement shall survive execution and delivery of this Subscription Agreement and the undersigned's investment in the Company.

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6.9.         The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement.

6.10.       This Agreement may be executed in two or more counterparts each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.

6.11.       Nothing in this Agreement shall create or be deemed to create any rights in any person or entity not a party to this Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Subscription Agreement as of ___________________, 2010.

[REMAINDER OF PAGE INTENTIONALY LEFT BLANK]

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SUBSCRIPTION AGREEMENT COUNTERPART SIGNATURE PAGE

[CORPORATION OR TRUST]

If the prospective investor is a CORPORATION OR TRUST, complete the following.

The undersigned hereby represents, warrants and covenants that the undersigned is duly authorized by the prospective investor to take all requisite action on the part of the prospective investor listed below to enter into this Agreement and, further, that the prospective investor has all requisite authority to enter into such Agreement.

The undersigned represents and warrants that each of the above representations, agreements or understandings set forth herein applies to the prospective investor and that the undersigned has authority under the charter, by-laws, corporate resolutions or trust agreement of such prospective investor to execute this Agreement.

Name of Company (Please type or print)

By:

Name: 

Title:

Number of Units Subscribed for:	Amount of check enclosed:
	$
Address:

11

SUBSCRIPTION AGREEMENT COUNTERPART SIGNATURE PAGE

[PARTNERSHIP]

If the prospective investor is a PARTNERSHIP, complete the following and enclose a true copy of the Partnership Agreement of the prospective investor.

The undersigned hereby represents, warrants and covenants that the undersigned is a general partner of the prospective investor named below, is duly authorized by the prospective investor to enter into this Agreement, and that the prospective investor has all requisite authority to enter into this Agreement and set forth below are the names of all Partners of the prospective investor.

The undersigned represents and warrants that each of the above representations, agreements or undertakings set forth herein applies to the prospective investor and that the undersigned is authorized by such prospective investor to execute this Agreement.

Name of Company (Please type or print)

By:

Name:

Title:

Names of Partners: Signature:

(Add additional sheets if necessary)

Number of Units Subscribed for:	Amount of check enclosed:
	$

Address:  

12

SUBSCRIPTION AGREEMENT COUNTERPART SIGNATURE PAGE

[INDIVIDUAL]

If the prospective investor is an individual, please execute this Agreement below.

Signature:*

Printed Name: 

And (if applicable)

Signature:*

Printed Name: 

HOW UNITS WILL BE HELD:

Individually

JTWROS

TBTE

Number of Units Subscribed for:	Amount of check enclosed:
	$

Address: 

*If investment is taken in joint names, both must sign.

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[ACCEPTANCE PAGE FOR SUBSCRIPTION AGREEMENT]

Agreed to and accepted as of ________________, 2010.

Lender to Lender Franchise, Inc.

By:

Name:

Title:

14

EXHIBIT 1

Investor Questionnaire

Confidential Investor Questionnaire

INVESTOR NAME:______________

Lender to Lender Franchise, Inc.

27322 Twenty Three Mile Road, Suite #5

Chesterfield, Michigan 48051

Ladies & Gentlemen:

Lender to Lender Franchise, Inc., a Florida corporation (the “Company”), has requested the information contained in this Questionnaire in order for the Company to determine whether the Company may sell its Units to the undersigned without registration under the Securities Act of 1933, as amended (the “Act”), or any applicable state securities law.  This Questionnaire is not an offer to purchase or acceptance of any offer to sell any of the Company’s Units, but is, in fact, a response to a solicitation of information to provide a basis for determining the appropriateness of an investment in the Company. The undersigned agrees and acknowledges as follows:

I.           FOR INDIVIDUAL INVESTORS:

Name: Telephone:              0;                                                                                   

Home Address:                                                                                                                                                                  &# 160;             

_______________________________________________________________________________________________________

Date of Birth: _______________________                      U. S. Citizen        Yes ______    No ______

Social Security Number:_________________________________________________________________________________

Occupation or Profession:_______________________________________________________________________________

Nature of Business:_____________________________________________________________________________________

Name and Address of Employer:__________________________________________________________________________

Business Telephone:____________________________________________________________________________________

Current Position or Title: Period Employed:

Nature of Duties:                                                                                                                                                                  
60;          

Prior Employment (if current employment

 is less than five years):

Name of Prior Employer:

Period Employed:

Communications should be sent to (check one):          ______ Residence             ____ Business

II. FOR INVESTORS THAT ARE CORPORATIONS, PARTNERSHIPS, LIMITED LIABILITY COMPANIES, TRUSTS OR OTHER ENTITIES:

Special Instructions: If the Investor is a corporation, partnership, limited liability company, trust or other entity, please follow the additional instructions below.  The Company may, in some circumstances, require additional information.

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For each entity, please provide a copy of its (i) articles or certificate of incorporation and by-laws, (ii) partnership agreement, (iii) operating or limited liability company agreement or (iv) trust agreement.  In addition, please provide appropriate evidence of authority to invest and execute subscription documents (board resolution or consent of partners, members or trustees).

For corporations, an authorized officer of the corporation must date, sign and complete this Questionnaire concerning the corporation.  The officer should print the name of the corporation above his or her signature and print his or her name and office held with the corporation below his or her signature.

For partnerships, limited liability companies and trusts, each partner, member or beneficiary of the trust must separately meet appropriate suitability requirements as determined by the Company.  Each such person must date, sign and complete items I, II and III of this Questionnaire as if he or she were investing in the Company individually and not as a partner, member or beneficiary of a trust.

Name: ______________________________________________________________________________________________

Address of Principal Office:______________________________________________________________________________

____________________________________________________________________________________________________

Telephone: ________________________________________________________

Date and State of Incorporation or Organization: ___________________________

Taxpayer Identification Number: _______________________________________

Nature of Business:________________________________________________________________________________

Individual Authorized to Execute this Questionnaire:

________________________________________________________

(Name and Title)

Name of record and beneficial owners of entity (attached additional pages, if necessary):

_______________________________________________________

The entity’s intended investment in the Company will constitute approximately ___% of the assets of the entity.

III.         FOR ALL INVESTORS:

1. Relationship to the Company or its officers or directors, if any (for example, family member, business associate, business contact, personal acquaintance, none, etc.):

____________________________________________________

2.          The undersigned is an officer or director of a publicly held company.

Yes ____                                                                              No ___

If yes, specify. ______________________________________

3. The undersigned beneficially owns 10% or more of the voting securities of a publicly held company.

Yes ____                                                                              No ___

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4. The undersigned   __ has    ___ has not invested in investments sold by means of private placements within the past 5 years.

5. I, the undersigned individual or person authorized to execute this Questionnaire, consider myself to have such knowledge of the Company and such experience in financial and business matters to enable me to evaluate the merits and risks of an investment in the Company.

Yes ___                                                                No ___

6. The undersigned understands the full nature and risk of an investment in the Company and is able to bear the economic risk of an investment in the Company for an infinite period of time and can afford the complete loss of such investment.

Yes ___                                                                No ___

7. Listed below are the categories of accredited investors, as defined in Regulation D, promulgated under the Securities Act of 1933, as amended.  I have checked the box or boxes below which describe me:

o The undersigned is presently an officer or director of the Company and is completing this questionnaire in connection with my making an additional investment.

o The undersigned is a natural person whose net worth as of the date hereof (including the net worth of my spouse, if married but excluding the value of my primary residence) exceeds $1,000,000.

o  The undersigned is a natural person who had an individual “income” exceeding $200,000 during both of the two most recently completed calendar years (or a joint income with my spouse, if married, in excess of $300,000 in each of those years) and the undersigned has a reasonable expectation of reaching the same income level in the current calendar year.  For purposes of this document, the term “income” shall mean adjusted gross income reported or to be reported on a federal income tax return.

o  The undersigned is a (i) bank, (ii) savings and loan association, (iii) insurance company, (iv) broker or dealer registered under the Securities Exchange Act of 1934, as amended, or (v) investment company registered under the Investment Company Act of 1940, as amended.

o  The undersigned is a “business development company” as defined in Section 2(a)(48) of the Investment Company Act of 1940, as amended.

o  The undersigned is a trust with total assets in excess of $5,000,000 which was not formed for the specific purpose of acquiring the Common Stock, and for which the investment decisions are made by a person capable of evaluating the merits and risks of the proposed investment.

o  The undersigned is a Small Business Investment Company licensed by the United States Small Business Administration under Section 301(c) or Section 301(d) of the Small Business Investment Act of 1958, as amended.

o  The undersigned is a “private business development company” as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended.

o  The undersigned is a non-profit organization of the type described in Section 501(c)(3) of the Internal Revenue Code, a corporation, a Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Common Stock offered, with total assets in excess of $5,000,000.

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o  The undersigned is an “employee benefit plan” (within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended) and either (i) the plan fiduciary is a bank, savings and loan association, insurance company or registered investment advisor or (ii) the plan has total assets exceeding $5,000,000 or (iii) if a self-directed plan, the investment decisions are made solely by persons who, if executing this document, would be able to check one or more of the boxes above.

o  The undersigned is a plan established and maintained by a State, its political subdivisions, or agency or instrumentality of a State or its political subdivisions, for the benefit of its employees and such plan has assets in excess of $5,000,000.

o  The undersigned is an entity.  Each of the undersigned’s equity investors, if executing this document, would be able to check one or more of the boxes above.

The undersigned understands that the Company will rely on the accuracy and completeness of the undersigned’s responses to the foregoing questions and the undersigned represents and warrants to the Company as follows:

(i)      The answers to the above questions are true, complete and correct and may be relied upon by the Company in determining whether the offering in connection with which the undersigned has executed this Questionnaire is exempt from registration under the Securities Act of 1933, as amended;

(ii)     The undersigned is a “United States Person” for purposes of the United States Internal Revenue Code; and

(iii)The undersigned will notify the Company immediately of any material change in any statement made herein that occurs prior to the closing of the sale of the Common Stock.

DATED: ___________________, 2010.

IF INDIVIDUAL INVESTOR:
(Signature)
(Printed Name)
IF CORPORATION, PARTNERSHIP. LIMITED LIABILITY COMPANY, TRUST, ESTATE OR REPRESENTATIVE:
Name of Investor
By:
	Name:
	Title:

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EX-14.1

CODE OF BUSINESS CONDUCT AND ETHICS

1. Purpose.

The Board of Directors (the “Board”) of LENDER TO LENDER FRANCHISE, INC. (the “Company”) has adopted the following Code of Business Conduct and Ethics (the “Code”) for all directors, officers, and employees of the Company.  This Code is intended to focus all such parties on areas of ethical risk, provide guidance to directors and officers to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and help foster a culture of honesty and accountability.  Each director, officer, and employee must comply with the letter and spirit of this Code.

No code or policy can anticipate every situation that may arise.  Accordingly, this Code is intended to serve as a source of guiding principles for directors, officers, and employees. Directors, officers, and employees are encouraged to bring questions about particular circumstances that may involve one or more of the provisions of this Code to the attention of the Board which may consult with inside or outside legal counsel as appropriate.

2. Introduction.

Each director, officer, and employee is expected to adhere to a high standard of ethical conduct.  The good name of any corporation depends on the way it conducts its business and the way the public perceives that conduct.  Unethical actions, or the appearance of unethical actions, are not acceptable.  Directors, officers, and employees are expected to be guided by the following principles in carrying out their responsibilities:

• Loyalty.  No director, officer, or employee should be, or appear to be, subject to influences, interests or relationships that conflict with the best interests of the Company.

• Compliance with Applicable Laws.  The Company, its directors, officers, and its employees are expected to comply with laws and regulations applicable to the Company’s activities.

• Observance of Ethical Standards.  In the conduct of their duties, each director, officer, and employee must adhere to high ethical standards. These include honesty and fairness.

3. Conflict of Interest.

Directors, officers, and employees must avoid any conflicts of interest between the director, officer, or employee, as the case may be, and the Company.  Any situation that involves, or may involve, a conflict of interest with the Company, should be disclosed promptly to the Board, which may consult with inside or outside legal counsel as appropriate.

A “conflict of interest” can occur when a director’s, officer’s, or employee's personal interest is adverse to – or may appear to be adverse to – the interests of the Company as a whole.  Conflicts of interest also arise when a director, an officer, an employee, or a member of his or her immediate family, receives improper personal benefits as a result of his or her position with the Company.  For purposes of this Code, “immediate family” includes a person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law and anyone (other than employees) who share such person’s home.

This Code does not attempt to describe all possible conflicts of interest which could develop.  Some of the more common conflicts from which directors must refrain, however, are set out below.

• Improper conduct and activities.  Directors, officers, and employees may not engage in any conduct or activities that are inconsistent with the Company’s best interests or that disrupt or impair the Company’s relationship with any person or entity with which the Company has or proposes to enter into a business or contractual relationship.

• Compensation from non-Company sources.  Directors, officers, and employees may not accept compensation (in any form) for services performed for the Company from any source other than the Company.

• Gifts.  Directors, officers, employees, and members of their immediate families may not accept gifts from persons or entities where any such gift is being made in order to influence the director’s, officer’s, or employee's actions, or where acceptance of the gifts could create the appearance of a conflict of interest.

• Personal use of Company assets.  Directors, officers, and employees may not use Company assets, labor or information for personal use unless approved by the Board or as part of a compensation or expense reimbursement program.

4. Corporate Opportunities.

Directors, officers, and employees are prohibited from:  (a) taking for themselves personally opportunities related to the Company’s business; (b) using the Company’s property, information, or position for personal gain; or (c) competing with the Company for business opportunities, provided, however, if the Company’s disinterested directors determine that the Company will not pursue an opportunity that relates to the Company’s business, after disclosure of all material facts by the director seeking to pursue the opportunity, the director may do so.

5. Confidentiality.

Directors, officers, and employees should maintain the confidentiality of information entrusted to them by the Company and any other confidential information about the Company, its business, customers or suppliers that comes to them, from whatever source, in their capacity as a director, officer, or employee, as the case may be, except when disclosure is authorized or legally mandated.  For purposes of this Code, “confidential information” includes all non-public information relating to the Company, its business, customers or suppliers.

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6. Compliance with Laws, Rules and Regulations; Fair Dealing.

Directors, officers, and employees shall comply, and shall oversee policies designed to promote compliance, with all laws, rules and regulations applicable to the Company, including, but not limited to, federal and state securities laws, rules, and regulations, and the rules and regulations of the American Stock Exchange.

Directors, officers, and employees shall endeavor to insure that the Company's public disclosure communications, including filings with the Securities and Exchange Commission, are full, fair, accurate, timely, and understandable, and shall, to the extent part of their job responsibilities, maintain familiarity with the disclosure requirements applicable to the Company.  Said parties are prohibited from knowingly misrepresenting, omitting, or causing others to misrepresent or omit material facts about the Company to others, whether within or outside the Company.

Directors and officers shall oversee policies designed to promote ethical dealing by employees and officers with the Company’s customers, suppliers, competitors and employees.

7. Encouraging the Reporting of Illegal or Unethical Behavior.

Directors, officers, and employees should promote honest and ethical behavior and encourage an environment in which the Company:  (a) encourages employees to talk to supervisors, managers and other appropriate personnel when in doubt about the best course of action in a particular situation; (b) encourages employees to report violations of laws, rules, or regulations to appropriate personnel; and (c) informs employees that the Company will not allow retaliation for reports made in good faith.

8. Conclusion.

Directors, officers, and employees should communicate any suspected violations of this Code promptly to the Board.  Violations will be investigated by the Board or by a person or persons designated by the Board and appropriate action will be taken in the event of any violations of the Code.

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EX-21.1

Exhibit 21.1

Subsidiaries

Lender to Lender Finance, Inc., a Michigan corporation

Lender to Lender Franchise System, Inc., a Michigan corporation

EX-23.1

SilbersteinUngar, PLLC CPAs and Business Advisors

Phone (248) 203-0080

Fax (248) 281-0940

30600 Telegraph Road, Suite 2175

Bingham Farms, MI 48025-4586

www.sucpas.com

December 29, 2010

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Lender to Lender Franchise, Inc.

Chesterfield, Michigan

To Whom It May Concern:

Silberstein Ungar, PLLC (“SU”) hereby consents to the use in the Form S-1, Registration Statement under the Securities Act of 1933 (the “S-1”), filed by Lender to Lender Franchise, Inc. of our report dated August 31, 2010, relating to the financial statements of Lender to Lender Franchise, Inc., as of and for the period ending July 31, 2010, and the reference to us under the caption “Experts”.

SU also consents to the use in the S-1 our report dated December 14, 2010 relating to the financial statements of Lender to Lender Franchise System, L.L.C. as of and for the years ended December 31, 2009 and 2008, and our report dated December 14, 2010 relating to the financial statements of Lender to Lender Financing, LLC as of and for the years ending December 31, 2009 and 2008.

Sincerely,

/s/ Silberstein Ungar, PLLC

Silberstein Ungar, PLLC

Bingham Farms, Michigan