FORM 10-SB
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of The Securities Exchange Act of 1934
GOTHINK.COM, INCORPORATED
State of Incorporation: Nevada IRS Employer I.D. Number: 87-6121862
Authorized to do business in Texas
6250 Westpark, Suite 300
Houston, Texas 77057
(713) 975-7900
(713) 266-4467 Telecopier
Securities to be registered:
Common Stock NASDAQ OTC:BB
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TABLE OF CONTENTS
Item 101 Description of Business
Item 102 Description of Property
Item 103 Legal Proceedings
Item 201 Market for Common Stock and Related Stock Matters
Item 202 Description of Securities
Item 303 Management's Discussion and Analysis or Plan of Operation
Item 304 Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure
Item 310 Financial Statements
Item 401 Directors, Executive Officers, Promoters and Control Persons
Item 402 Executive Compensation
Item 403 Security Ownership of Certain Beneficial Owners and Management
Item 404 Certain Relationships and Related Transactions
Item 405 Compliance with Section 16(a) of the Exchange Act
Item 501 Front of Registration Statement and Outside Front Cover of
Prospectus
Item 502 Inside Front and Outside Back Cover Pages of Prospectus
Item 503 Summary Information and Risk Factors
Item 504 Use of Proceeds
Item 505 Determination of Offering Price
Item 506 Dilution
Item 507 Selling Security Holders
Item 508 Plan of Distribution
Item 509 Interest of Named Experts and Counsel
Item 510 Disclosure of Commission Position on Indemnification for Securities
Act Liabilities
Item 511 Other Expenses of Issuance and Distribution
Item 512 Undertakings
Item 601 Exhibits
Item 701 Recent Sales of Unregistered Securities; Use of Proceeds from
Registered Securities
Item 702 Indemnification of Directors and Officers
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Item 101 Description of Business
The present management of the Company has no personal knowledge of
operations of the Company prior to February, 1999.1 However, Company records and
other materials are relied on to disclose the general history of the Company for
the time period before February, 1999.
At present, the Company is engaged in the follow business operations:
web page design, web page hosting, vocational training for web masters and
designers, and vocational training for medical assistants, phlebotomy
technicians, medication aides, and certified nurse's aides. The length of course
in the vocational training range from six to fourteen weeks. The Company also
resells T-1, T-3 and DSL phone lines and access as a licensee of Landmark
Communications.
The Company is one of the country's first accredited educational
institutions for web master and design programs. The State of Texas has
accredited the Company for all of its' vocational training programs.
The Company was originally organized on July 30, 1954, pursuant to the
laws of the State of Utah, with the original charter issued to Bapco Uranium and
Oil, Inc. The Company was known as Southwest Border Corporation from 1988
through 1993 and, in 1993, combined with EFO Technologies, Inc. As a result of
the combination, the Company changed its' name to EFO, Inc. and changed its'
state of incorporation from Utah to Nevada.
Through March, 1997, EFO, Inc. developed fiber-optic technology systems
for high-volume direct-to-plate image transfer for commercial printing and
publishing applications. The Company also developed application and system
software which transfers images to film to be used in the graphic arts industry.
On February 16, 1999, EFO Inc. agreed to issue 2,650,000 shares of its'
common stock to acquire two corporations as subsidiaries: Southern Educational
Alliance, Inc. (SEA) and Internet Presentations, Inc. (IPI). At the time of the
transaction, Mr. and Mrs. Ron Daniels were the sole shareholders and directors
of SEA and Mr. and Mrs. Frank Mulcahy were the sole shareholders and directors
of IPI.
The stock in the Company was issued on April, 8, 1999, along with
350,000 shares for fees for professionals and promoters related to the
transaction. Mr. and Mrs. Ron Daniels received 1,325,000 shares in the Company
and the Company became the sole shareholder of SEA. Mr. and Mrs. Frank Mulcahy
received 1,325,000 shares in the Company and the Company became the sole
shareholder of IPI.
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1"The Company" refers to GoThink.Com, Incorporated, the present name of
the Company; prior to its' current name, the Company's name was EFO, Inc. The
name changes are explained in the text of this Item.
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SEA was incorporated on December 10, 1998, in Texas, with Mr. and Mrs.
Ron Daniels as the sole shareholders and directors. Prior to the acquisition by
the Company, Southern Education Alliance, Inc. (SEA) purchased all of the
authority, licenses, equipment, inventory, and personnel of "Southwest Medical
Academy" (SMA) effective February 12, 1999. "Southwest Medical Academy" was a
sole proprietorship owned by Mr. and Mrs. Ron Daniels and they received their
stock in SEA in exchange for the transfer.
SEA also accepted all of the liabilities of SMA and thereafter
conducted the business of the corporation under the trade name "GoThink Tech."
EFO changed its' name to Think!.Com, Inc. and, thereafter, changed its'
name to GoThink.Com Incorporated on June 15, 1999, according to the records of
the Secretary of State of the State of Nevada. SEA remained a wholly-owned
subsidiary of GoThink.Com, Inc. and continues to do business as "GoThink Tech."
Think!.Com Incorporated obtained a Certificate of Authority to do
business as a foreign corporation in the State of Texas (Charter Number
00125622) on March 15, 1999, and, thereafter, the Texas Secretary of State
issued an Amended Certificate of Authority for GoThink.Com, Incorporated, (the
new name of the corporation) on June 23, 1999. SEA d/b/a "GoThink Tech" remains
a wholly-owned subsidiary of GoThink.Com, Inc. after the amended certificate of
authority.
The Company, through its wholly owned subsidiary Southern Educational
Alliance, Inc. doing business as "GoThink Tech," operates the only state
accredited proprietary school for web page design in the State of Texas. Though
the school also offers training for nurses aides and medical assistants, Go
Think Tech is now focusing on web page design and technical training for
networks and trying to gain approval to become a Microsoft network training
affiliate.
SEA, Inc.'s board of directors intends to change the name of the
corporation to "GoThink Tech, Inc." before the end of 1999.
The Company also is gaining market share in the competitive industry of
telecommunications. The Company has recently signed a contract with LandMark
Communications (a partner of Level 3) to become a retailer of T-1, T-3 and DSL
phone lines. The Company can now expand the communications division into 26
cities nationwide.
While the Company is engaged in an extremely competitive business in
its' vocational training areas, it enjoys an advantage as being the only
accredited institution in Texas offering web page design training. Students
enrolling in the training programs are allowed to take advantage of various
education loans and grants offered by the government and private institutions
and the Company is able to take advantage of the steady income stream afforded
by those types of students with that type of financial aid.
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In the more traditional vocational training areas (the medical arts
areas), the Company is able to compete vigorously in its' market and is
benefitting from the current shortage of these types of workers, the elevated
need for training to fill current positions in the medical and home health
industries, and is able to rely on its' management's historical experience in
the industry.
Vocational training schools are under the jurisdiction of the Texas
Education Agency. The Company is currently accredited and in good standing with
that agency.
Vocational training schools are subject to governmental regulations
regarding course content, instructor certification, and use of financial aid.
Management has experience with this regulatory framework and no problems are
anticipated with conducting the Company's vocational training school business
within that framework.
The Company has historically operated with twenty or less full-time
employees, though that number will continue to grow as more campuses are opened
in accordance with the Company's expansion plan. Additionally, full or part-time
telemarketers may be utilized to market the Company's telecommunications
business and to reach the potential pool of vocational trainees.
Subsequent to acquiring IPI, the Company reached an agreement with Mr.
and Mrs. Frank Mulcahy to divest itself of that subsidiary. Mr. Frank Mulcahy
has retained 200,000 shares of common stock in the Company, with the balance of
1,125,000 being canceled or converted to options for future purchase. (See Note
2 to Consolidated Financial Statements. Mr. Mulcahy retains options to purchase
up to 200,000 shares of common stock in the Company, in 50,000 increments
beginning August 1, 2000, and extending through February 1, 2002, expiring no
later than August 1, 2002.) IPI is not now an operating subsidiary of the
Company.
The Company is not required by its' by-laws to prepare or deliver
regular annual reports or annual audited financial statements to security
holders or shareholders of any type and the Company has no plans to send those
reports in the future unless required by law or regulation. Financial
information is available to shareholders from the Company at its' offices.
The Company will continue to file required reports with the Securities
and Exchange Commission, as required, and those reports will be available to the
public and to shareholders at the SEC offices and from the Company.
Item 102 Description of Property
Property Location
The Company maintains an office at 6250 Westpark, Suite 300,
Houston, Texas, 77057. The Company's property consists of general office
equipment, telephone and computer systems, and office furniture. The property is
periodically updated, replaced, or repaired.
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Investment Policies
The Company has no "investment policy" and does not invest
available funds, instead using all available funds for operations. Further, the
Company does not invest in real estate or securities of any type. The Company's
business plan does not provide for any investments in any securities or real
property for investment purposes. For the foreseeable future, all Company funds
will be used for operations and expansion.
Item 103 Legal Proceedings
The company currently has no ongoing legal proceedings
Item 201 Market for Common Stock and Related Stock Matters
The principal market for the Company's securities is the general public
market maintained by the NASDAQ "Over the Counter Bulletin Board" system
("OTC:BB").
The high bid and low bid range since March 22, 1999, through September
27, 1999, is as follows:
High bid: 5.00000
Low bid: 0.01200
The source of high bid and low bid information are from
over-the-counter market quotations and those quotations likely reflect
inter-dealer prices, without retail mark-up, mark-down, or commission and may
not reflect actual transactions. The actual figures represented herein are taken
from INVESTools as of September 27, 1999.
There are approximately 1120 holders of common stock in the Company.
There are no holders of preferred stock.
There are 4,945,665 shares of common stock outstanding. There are
926,887 free-trading shares of common stock. Four (4) shareholders hold five
percent (5%) or more of the outstanding common stock of the Company:
CEDE & Company 824,625 16.6616%
Ronnie Daniels and Sheila Daniels 1,325,000 26.7911%
GoThink.Com, Inc. Treasury Stock 1,125,000 22.7472%
StockPlayer.Com, Inc. 358,150 07.8417%
NOTE: The shares assigned to StockPlayer.Com have not been released to
that entity in their entirety and the Company has instructed the transfer agent
to suspend any release of shares to that entity. Thus, StockPlayer.Com, Inc.
does not "hold" all of the shares shown on the ledger and,
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barring court judgment or order, will not receive those shares. The Company
anticipates canceling or transferring those shares to treasury stock.
No cash dividends have been declared by the Company and none are
anticipated. The Company's policy for the foreseeable future is to use any
available funds for expansion and operations.
Item 202 Description of Securities
GoThink.Com, Inc. is authorized to issue up to 50,000,000 shares of
common stock. The holders of common stock are entitled to one vote per share for
the election of directors and with respect to all other matters submitted to a
vote of stockholders. Shares of common stock do not have cumulative voting
rights, which means that the holders of more than 50% of such shares voting for
the election of directors can elect 100% of the directors if they choose to do
so and, in such event, the holders of the remaining shares so voting will not be
able to elect any directors.
Holders of GoThink.Com, Inc. common stock are entitled to receive such
dividends as the Board of Directors may from time to time declare to be paid in
accordance with Nevada law and if the company has sufficient surplus or net
earnings. GoThink.Com, Inc. has never paid cash dividends and seeks growth and
expansion of its business through the reinvestment of profits, if any, and does
not anticipate that it will pay dividends in the foreseeable future.
Go Think. Com is authorized to issue up to 5,000,000 shares of
preferred stock to be issued with such rights, preferences and designations and
in such series as determined by the Board of Directors.
Item 303 Management's Discussion and Analysis or Plan of Operation
Management currently has major expansion plans for the operating
subsidiary. Although the plan is to expand quickly, if the current laws
governing proprietary schools change this could impede the Company's progress.
No change in the current regulatory or statutory environment in Texas is
anticipated for the foreseeable future. The Texas legislature meets once every
two years, the next such session not being scheduled until the year 2001.
The Company is currently operating a school only in Houston Texas.
However, the Company is on target to open its second campus in Dallas, Texas in
October, 1999, and its third campus in McAllen, Texas, before the end of
calendar 1999. The Dallas campus is currently being organized. The Company is
currently attempting to maintain an expansion schedule of one school a quarter.
The telecommunications division of the operating subsidiary is currently
operating in Houston and has an expansion plan to mirror the expansion of the
schools.
In the short-term, the expansion of the vocational training campuses
will allow the Company to enjoy an increased cash flow. Failure to bring
campuses online in a timely fashion will adversely affect cash flow and could
impede operations and the expansion plan. Expansion is planned to be
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funded from operations, with no infusion of capital, either equity or loaned
funds, anticipated. The Company has no available line of credit from any
financial institution and operates only from earned revenues.
If the employment trend in the medical arts community and home health
care industry declines drastically in Texas, the Company would experience a
downturn in demand for those vocational courses. Likewise, if the employment
trend in web design and related industries declines, the Company's vocational
offerings in those areas would likewise decline.
Currently, there is strong demand in Texas and nationwide for
vocational training in the areas in which the Company is accredited. Its' main
operation is located in Houston, Texas, the nation's fourth largest city, with a
concentration of medical and Internet activity.
The main challenges facing the Company with respect to revenues,
earnings, and liquidity would be in the areas of general employment trends,
problems with vocational accreditation, and problems with the administration of
financial aid for student tuition. The Company anticipates no problems in these
areas in the short term.
The Company has working capital of $202,448 at June 30, 1999. For the
six months ended June 30, 1999 the Company recorded a consolidated net loss of
$246,182. The Company recorded net income of $379,221 and the subsidiary had a
net loss of $625,403 for a total net loss of $246,182. Included in the
subsidiary's loss is a one-time acquisition cost of $619,121 related to the
reverse acquisition between the Company and SEA. Assets of the Company at June
30, 1999 (excluding intercompany items) are $293,146 and the subsidiary's assets
are $150,537 for total consolidated assets of $443,683. Liabilities of the
Company at June 30, 1999 are $82,208 and the subsidiary's liabilities (excluding
intercompany items) are $60,703 for total consolidated liabilities of $142,911.
The expansion plan undertaken by the Company will be executed on a
"funds available" basis, meaning that if the Company cannot generate revenues to
sustain expansion, the expansion will likely not take place. If revenues do not
provide sufficient cash flow to sustain expanded operations, the expansion plans
will not materialize to generate additional revenue for the Company. The change
in the Company's financial fortunes are directly tied to expansion and the
ability to internally finance that expansion.
The Company does not anticipate any problem arising from its' software
or hardware, or any of its' internal operating systems maintained by it, as a
result of the Y2K problem. All of the Company's computer systems have been
checked for Y2K compliance, as has the retail software which is run on them. The
Company keeps current with all updates and revisions with all software that the
Company currently uses. The Company has a policy of continuing to monitor this
situation and will coordinate its' operations and remedial measures, if any,
with its' software vendors to assure Y2K compliance.
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Item 304 Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure
The Company's accountants have been Smith & Company. No change in
accountants has occurred since February, 1999.
The Company has no proposed changes to the audited financial statements
prepared by its' accountants and has no disagreements with its' accountants or
with any former accountants employed or engaged by the Company. No accountant
has been dismissed or has resigned from employment or engagement by the Company.
Item 310 Financial Statements
See attached.
The Company has working capital of $202,448 at June 30, 1999. For the
six months ended June 30, 1999 the Company recorded a consolidated net loss of
$246,182. The Company recorded net income of $379,221 and the subsidiary had a
net loss of $625,403 for a total net loss of $246,182. Included in the
subsidiary's loss is a one-time acquisition cost of $619,121 related to the
reverse acquisition between the Company and SEA. Assets of the Company at June
30, 1999 (excluding intercompany items) are $293,146 and the subsidiary's assets
are $150,537 for total consolidated assets of $443,683. Liabilities of the
Company at June 30, 1999 are $82,208 and the subsidiary's liabilities (excluding
intercompany items) are $60,703 for total consolidated liabilities of $142,911.
Item 401 Directors, Executive Officers, Promoters and Control Persons
GoThink.Com, Inc.
Directors: Ron Daniels, age 38
Thomas Edwards, age 31
Executive Officers: C.E.O. and President Ron Daniels
Chief Operations Officer Thomas Edwards
Southern Educational Alliance, Inc. (subsidiary) d/b/a "GoThink Tech"
Directors: Ron Daniels
Thomas Edwards
Executive Officers: C.E.O. and President Ron Daniels
Chief Operations Officer Thomas Edwards
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The terms of office for the officers and directors of the Company and
its' subsidiary are annually for directors and at the pleasure of the board of
directors for officers.
Frank Mulcahy was formerly an officer of GoThink.Com, Inc. and was a
director of that entity. When IPI was divested by the Company, Mr. Mulcahy
ceased serving as an officer or director of GoThink.Com, Inc. Mr. Mulcahy was
never an officer or director of the other subsidiary, SEA.
There are no other "significant employees" whom the Company expects to
make a significant contribution to the business and there are no family
relationships between Mr. Edwards and Mr.
Daniels.
Neither Mr. Edwards nor Mr. Daniels have filed for bankruptcy relief
within the last five years, have not been sued in the last five years, and have
not been the subject of any enforcement or regulatory enforcement action by any
state or federal agency within the last five years, and are not now involved in
any such proceedings. Neither Mr. Daniels or Mr. Edwards have ever been
convicted of a felony or a crime involving moral turpitude and are not now
involved in any such proceeding. Neither Mr. Edwards nor Mr. Daniels have ever
been subject to any order, judgment, or decree of any court of competent
jurisdiction permanently or temporarily enjoining, barring, suspending or
otherwise limiting their involvement in any type of business, securities or
banking activities. Neither Mr. Daniels nor Mr. Edwards have ever been accused
or found by a court of competent jurisdiction, the SEC, or the Commodity Futures
Trading Commission to have violated a federal or state securities or commodities
law.
Item 402 Executive Compensation
The Company has two executive officers: Ron Daniels and Tom Edwards.
Mr. Daniels is the CEO. These two comprise the Company's most highly compensated
executives. There are no other individuals who are executive officers.
There is no stock appreciation plan (SAR) in place in the Company.
There is no long term compensation plan in place in the Company. The executive
officers do not hold and are not compensated by warrants or options in the stock
of the Company.
The executive officers receive compensation only in the form of annual
monetary compensation and reimbursement of expenses. The executive officers
receive no bonuses and no bonus plan is in place in the Company.
Since February, 1999, the executive officers of the Company received
the following compensation:
Salary Reimbursement for Expenses
Ron Daniels $10,000 --
Tom Edwards $13,500 --
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The directors of the Company are not compensated except for
reimbursement of expenses for attending meetings.
Neither of the executive officers have any employment contracts or
agreements with the Company and there is no "buy-sell" agreement in place with
respect to these officers or any other shareholders and the Company. The Company
has no policy regarding severance pay or benefits or compensation for retirement
or longevity of service.
Item 403 Security Ownership of Certain Beneficial Owners and Management
Four (4) shareholders hold five percent (5%) or more of the outstanding
common stock of the Company:
Holders Shares Percentage
CEDE & Company 824,625 16.6616%
Ronnie Daniels and Sheila Daniels 1,325,000 26.7911%
GoThink.Com, Inc. Treasury Stock 1,125,000 22.7472%
StockPlayer.Com, Inc. 358,150 07.8417%
NOTE: The shares assigned to StockPlayer.Com have not been released to
that entity in their entirety and the Company has instructed the transfer agent
to suspend any release of shares to that entity. Thus, StockPlayer.Com, Inc.
does not "hold" all of the shares shown on the ledger and, barring court
judgment or order, will not receive those shares. The Company anticipates
canceling or transferring those shares to treasury stock.
There are no agreements or arrangements that may lead to a change in
control of the Company. No holder listed above has been granted or owns any
warrants, options, or conversion privileges to purchase additional shares or
convert its' shares to any other class or for additional stock in the Company.
The Company is aware of no voting trust arrangement among or between
holders that would entitle any one holder to vote or control more than five
percent (5%) of the stock of the Company.
Item 404 Certain Relationships and Related Transactions
The only covered transactions involving the Company and its' officers,
directors, nominees, or beneficial interest holders or stockholders are as noted
above (and described again below) involving the transfer of SEA stock to the
Company and the issuance of shares to StockPlayer.Com, Inc. for its' services.
As noted above, on February 16, 1999, EFO Inc. agreed to issue
2,650,000 shares of its' common stock to acquire two corporations as
subsidiaries: Southern Educational Alliance, Inc. (SEA) and Internet
Presentations, Inc. (IPI). At the time of the transaction, Mr. and Mrs. Ron
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Daniels were the sole shareholders and directors of SEA and Mr. and Mrs. Frank
Mulcahy were the sole shareholders and directors of IPI.
The stock in the Company was issued on April, 8, 1999, along with
350,000 shares for fees for professionals and promoters related to the
transaction. Mr. and Mrs. Ron Daniels received 1,325,000 shares in the Company
and the Company became the sole shareholder of SEA. Mr. and Mrs. Frank Mulcahy
received 1,325,000 shares in the Company and the Company became the sole
shareholder of IPI.
The holdings of StockPlayer.Com, Inc. were issued by the Company in
exchange for anticipated services pursuant to a written contract. However, that
contract has been terminated by the Company and the shares to be transferred to
StockPlayer.Com, Inc. have been put on hold pending a decision by the board of
directors regarding the disposition of that stock.
There are no other transactions, or proposed transactions, to which the
Company was or is to be a party in which any officer, director, or nominee for
officer or director, or any security holder, or any immediate family member of
any of those classes of persons, was to be involved, except as noted herein.
Certain owners of EFO, Inc. stock at the time of the acquisition of SEA
were given stock in the Company to reflect the reorganization of the Company
under its current business plan. Those persons were given stock by virtue of
their position as directors, officer, creditors, or shareholders of EFO, Inc.
Item 405 Compliance with Section 16(a) of the Exchange Act
Not applicable to the Company.
Item 501 Front of Registration Statement and Outside Front Cover of
Prospectus
See attached.
Item 502 Inside Front and Outside Back Cover Pages of Prospectus
See attached.
Item 503 Summary Information and Risk Factors
"Risk factors" include but are not limited to the following: (i)
development stage company with limited operating history and unpredictability of
future revenues; (ii) dependence upon current management with no assurances of
management successfully executing the Company's business objectives or
sustaining any growth; (iii) voting control by management with no ability of
investors to effect a change of the Company's Board of Directors or management;
(iv) no assurances of the Company's profitability or of the payment of any
dividends; (v) no reliance upon and no reliability
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of the projected financial information, and specifically, that there can be no
assurance that the projected results can or will be realized or that actual
results will not be materially different therefrom; (vi) no audited financial
statements at the time of the offering; (vii) possible inability to repay any
outstanding obligations when due; (viii) no escrow of offering proceeds; (ix)
need for additional capital to achieve long-term goals with no assurances that
any such capital will be available or, if available, upon terms acceptable to
the company; (x) uncertainty of governmental regulation of the Internet and the
company's business; (xi) limited marketing and related experience; (xii)
potential conflicts of interest between members of management and the Company
with no policy established for conflict resolution; reliance upon judgment of
management to resolve conflicts; (xiii) majority of financial risk to investors;
(xiv) possible illiquidity of investment in the Common Shares; and (xv) no
assurances of the Company ever successfully effecting another private placement
or any public offering of its securities or that an active public market for its
securities will ever be sustained.
Additionally, the Year 2000 issue may interfere with the Company's
ability to perform major business functions in its' web design and web hosting
businesses, as well as interfere with administrative functions in the vocational
school and telecommunications divisions. The Company does not anticipate any
problem with its' computers or software arising from the Y2K issue, but cannot
anticipate whether its' vendors, students, customers, or the government will be
Y2K problem- free. Specifically, government financial aid for students, web
server operations, line communications and availability, and banking functions
may be deficient and adversely impact the Company's ability to do business and
be timely compensated because third parties responsible for those operations are
not Y2K compliant. As a result of third party failure to be Y2K compliant, the
Company could lose revenues, lose its' ability to timely pay outstanding
invoices from suppliers, lose students and customers, and suffer an interruption
in its' operations that would threaten the viability of the Company as a going
concern. (See the Company's position on Y2K issues, supra, Item 303.)
Item 504 Use of Proceeds
See attached. The private offering circular is incorporated
herein.
Item 505 Determination of Offering Price
See attached. The private offering circular is incorporated
herein.
Item 506 Dilution
See attached. The private offering circular is incorporated
herein.
Item 507 Selling Security Holders
See attached. The private offering circular is incorporated
herein.
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Item 508 Plan of Distribution
See attached. The private offering circular is incorporated
herein.
Item 509 Interest of Named Experts and Counsel
See attached. The private offering circular is incorporated
herein. No expert or counsel as defined in the applicable regulations received
shares or other compensation in excess of fifty thousand dollars ($50,000.00)
for services involved in the offering of the stock of the Company.
Item 510 Disclosure of Commission Position on Indemnification for
Securities Act Liabilities
The Company has made no agreement with any officer, director, or
"control person" providing for indemnification against liability under the
Securities Act.
Item 511 Other Expenses of Issuance and Distribution
See attached. The private offering circular is incorporated
herein.
Item 512 Undertakings
Not applicable to the Company.
Item 601 Exhibits
See attached list.
Item 701 Recent Sales of Unregistered Securities; Use of Proceeds from
Registered Securities
The Company has made no sale of unregistered securities outside the
offering described herein.
Item 702 Indemnification of Directors and Officers
The Company has no charter provision, by-law, contract, or other
arrangement that insures or indemnifies a controlling person, director, or
officer of the Company against liability for actions taken in their capacity
with the Company, except that the by-laws of the Company may be construed so as
to protect the directors and officers of the Company against liability taken on
behalf of the Company pursuant to the "business judgment rule."
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Exhibit List
Plan of Reorganization
Articles of Incorporation
By-Laws
Computation of Earnings Per Share
Subsidiary of the Registrant
Financial Data Schedule
Accountants' Consent Regarding Opinion on Financial Statements
Additional Exhibits
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant, GoThink.Com, Incorporated, has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized.
September 29, 1999
Ron Daniels
Chief Executive Officer
GoThink.Com, Incorporated
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Smith
&
Company
A Professional Corporation of Certified Public Accountants
INDEPENDENT AUDITOR'S REPORT
Board of Directors
GoThink.Com Incorporated
(formerly Think!.Com Incorporated)
We have audited the accompanying consolidated balance sheets of GoThink.Com
Incorporated and subsidiary as of June 30, 1999 and December 31, 1998 and the
related consolidated statements of operations, changes in stockholders' equity
(deficit), and cash flows for the period ended June 30, 1999 and the years ended
December 31, 1998 and 1997 and for the period of September 1, 1996 (inception of
subsidiary) to June 30, 1999. 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 generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of GoThink.Com
Incorporated and subsidiary as of June 30, 1999 and December 31, 1998, and the
results of their operations, changes in stockholders' equity (deficit), and
their cash flows for the period ended June 30, 1999 and the years ended December
31, 1998 and 1997 and for the period of September 1, 1996 (inception of
subsidiary) to June 30, 1999, in conformity with generally accepted accounting
principles.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As shown in the consolidated
financial statements, the Company has at June 30, 1999 a retained deficit of
$259,543. The Company has suffered losses from operations and has a substantial
need for working capital. This raises substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are
described in Note 9 to the consolidated financial statements. The accompanying
consolidated financial statements do not include any adjustment that may result
from the outcome of this uncertainty.
Smith & Company
CERTIFIED PUBLIC ACCOUNTANTS
Salt Lake City, Utah
September 17, 1999
10 West 100 South, Suite 700 o Salt Lake City, Utah 84101-1554
Telephone: (801) 575-8297 o Facsimile: (801) 575-8306
E-mail: [email protected]
Members: American Institute of Certified Public Accountants o
Utah Association of Certified Public Accountants
F-1
<PAGE>
GOTHINK.COM INCORPORATED AND SUBSIDIARY
(formerly Think!.Com Incorporated)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
----------------- ------------------
ASSETS
CURRENT ASSETS
<S> <C> <C>
Cash in bank $ 201,966 $ (872)
Accounts receivable (net of allowance of $11,000
and $2,500 at 6/99 and 12/98 respectively) 95,893 22,400
Prepaid expenses 47,500 0
----------------- ------------------
TOTAL CURRENT ASSETS 345,359 21,528
PROPERTY, PLANT, & EQUIPMENT (Note 4) 98,324 51,501
----------------- ------------------
$ 443,683 $ 73,029
================= ==================
LIABILITIES & EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 83,911 $ 30,710
Deferred revenue 44,000 10,000
Loans payable (Note 5) 15,000 40,000
----------------- ------------------
TOTAL CURRENT LIABILITIES 142,911 80,710
STOCKHOLDERS' EQUITY (DEFICIT) (Note 8)
Preferred stock $.001 par value:
Authorized 5,000,000 shares
Issued and outstanding 0 shares 0 0
Common Stock $.01 par value:
Authorized - 50,000,000 shares
Issued and outstanding 6,646,016 shares (3,285,385
in 1998) 66,460 32,854
Additional paid-in capital 493,855 (27,174)
Deficit accumulated during development stage (259,543) (13,361)
----------------- ------------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 300,772 (7,681)
----------------- ------------------
$ 443,683 $ 73,029
================= ==================
</TABLE>
See Notes to Consolidated Financial Statements.
F-2
<PAGE>
GOTHINK.COM INCORPORATED AND SUBSIDIARY
(formerly Think!.Com Incorporated)
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Period
Six from
Months 9/1/96
Ended Years ended (Inception of
June 30, December 31, subsidiary) to
1999 1998 1997 6/30/99
------------- ------------- -------------- -------------
<S> <C> <C> <C> <C>
Net revenue $ 153,473 $ 200,357 $ 205,888 $ 638,609
Cost of revenue 0 0 0 1,976
------------- ------------- -------------- -------------
GROSS PROFIT 153,473 200,357 205,888 636,633
Operating expenses 246,402 205,415 177,424 703,576
------------- ------------- -------------- -------------
INCOME (LOSS) FROM OPERATIONS (92,929) (5,058) 28,464 (66,943)
Other Income (Expense)
Bad debt - related party (Note 3) (201,109) 0 0 (201,109)
Interest expense 0 (6,800) (13,352) (20,152)
Acquisition costs (Note 10) (619,121) 0 0 (619,121)
------------- ------------- -------------- -------------
(820,230) (6,800) (13,352) (840,382)
------------- ------------- -------------- -------------
NET INCOME (LOSS) BEFORE INCOME TAXES (913,159) (11,858) 15,112 (907,325)
Income tax expense 0 0 0 0
------------- ------------- -------------- -------------
Net income (loss) before extraordinary item (913,159) (11,858) 15,112 (907,325)
Extraordinary item - Gain on debt restructuring (no
applicable income taxes) (Note 3) 666,977 0 0 666,977
------------- ------------- -------------- -------------
NET INCOME (LOSS) $ (246,182) $ (11,858) $ 15,112 $ (240,348)
============= ============= ============== =============
Net income (loss) per weighted average share:
Ordinary $ (.21) $ (.00) $ .00
Extraordinary item .15 .00 .00
------------- ------------- --------------
$ (.06) $ (.00) $ .00
============= ============= ==============
Weighted average number of common shares used
to compute net (loss) per weighted average share 4,432,764 3,285,385 3,285,385
============= ============= ==============
</TABLE>
See Notes to Consolidated Financial Statements.
F-3
<PAGE>
GOTHINK.COM INCORPORATED AND SUBSIDIARY
(formerly Think!.Com Incorporated)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During
Par Value $0.01 Paid-in Development
Shares Amount Capital Stage
-------------- -------------- ----------------- --------------
<S> <C> <C> <C> <C>
Balances at 9/1/96 3,285,385 $ 32,854 $ (27,174) $ 0
Net income for period 2,580
-------------- -------------- ----------------- --------------
Balances at 12/31/96 3,285,385 32,854 (27,174) 2,580
Net income for year 15,112
Dividends paid (19,195)
-------------- -------------- ----------------- --------------
Balances at 12/31/97 3,285,385 32,854 (27,174) (1,503)
Net loss for year (11,858)
-------------- -------------- ----------------- --------------
Balances at 12/31/98 3,285,385 32,854 (27,174) (13,361)
Stock sold 504 offering 2,968,000 29,680 619,176
Acquisition of subsidiary items (275,385)
Stock issued for assets, services
and retire debt 392,631 3,926 177,238
Net loss for period (246,182)
-------------- -------------- ----------------- --------------
Balances at 6/30/99 6,646,016 $ 66,460 $ 493,855 $ (259,543)
============== ============== ================= ==============
</TABLE>
See Notes to Consolidated Financial Statements.
F-4
<PAGE>
GOTHINK.COM INCORPORATED AND SUBSIDIARY
(formerly Think!.Com Incorporated)
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Period
Six from
Months 9/1/96
Ended Years ended (Inception of
June 30, December 31, subsidiary) to
1999 1998 1997 6/30/99
------------- ------------- -------------- -------------
OPERATING ACTIVITIES
<S> <C> <C> <C> <C>
Net income (loss) $ (246,182) $ (11,858) $ 15,112 $ (240,348)
Adjustments to reconcile net income (loss) to cash
provided (required) by operating activities:
Bad debts 8,500 700 1,800 11,000
Depreciation 8,369 12,064 8,353 28,786
Stock issued for expenses 4,225 0 0 4,225
Non-cash debt restructuring (666,977) 0 0 (666,977)
Non-cash acquisition costs 619,121 0 0 619,121
Changes in assets and liabilities:
Other assets 0 0 355 0
Prepaid expenses (47,500) 0 0 (47,500)
Accounts receivable (81,993) (6,181) 1,611 (95,893)
Deferred revenue 34,000 2,500 (3,500) 44,000
Accounts payable and accrued expenses 42,467 12,801 14,410 62,177
------------- ------------- -------------- -------------
NET CASH PROVIDED (REQUIRED)
BY OPERATING ACTIVITIES (325,970) 10,026 38,141 (281,409)
INVESTING ACTIVITIES
Purchase of equipment (55,192) (13,940) (54,322) (127,110)
------------- ------------- -------------- -------------
NET CASH USED BY INVESTING ACTIVITIES (55,192) (13,940) (54,322) (127,110)
FINANCING ACTIVITIES
Issuance of notes payable 0 0 40,000 40,000
Loan repayments (40,000) 0 0 (40,000)
Sale of common stock 624,000 0 0 629,680
Dividends paid 0 0 (19,195) (19,195)
------------- ------------- -------------- -------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 584,000 0 20,805 610,485
------------- ------------- -------------- -------------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 202,838 (3,914) 4,624 201,966
Cash and cash equivalents at beginning of year (872) 3,042 (1,582) 0
------------- ------------- -------------- -------------
CASH & CASH EQUIVALENTS
AT END OF PERIOD $ 201,966 $ (872) $ 3,042 $ 201,966
============= ============= ============== =============
SUPPLEMENTAL INFORMATION
Cash paid for interest $ 0 $ 4,000 $ 3,152 $ 7,152
</TABLE>
During 1999, 160,000 shares of common stock were issued for assets of $47,500
and 215,731 shares were issued to retire liabilities of $215,631.
See Notes to Consolidated Financial Statements.
F-5
<PAGE>
GOTHINK.COM INCORPORATED AND SUBSIDIARY
(formerly Think!.Com Incorporated)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1999 and December 31, 1998
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
Accounting Methods
The Company recognizes income and expenses based on the accrual
method of accounting.
Principals of Consolidation and Basis of Presentation
The accompanying consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiary, Southern
Educational Alliance, Inc. ("SEA") d/b/a GoThink Tech
(collectively referred to as "the Company"). All significant
intercompany transactions have been eliminated on consolidation.
Effective February 16, 1999, the Company acquired 100% of the then
outstanding common stock of SEA for consideration of 1,325,000
newly issued common shares of the Company.
For accounting purposes, the acquisition of SEA was treated as a
reverse acquisition of the Company by SEA. In a reverse
acquisition, the historical shareholders' equity of the acquiror
prior to the merger is retroactively restated (a recapitalization)
for the equivalent number of shares received in the merger after
giving effect to any difference in par value of the issuer's and
acquiror's stock by an offset to additional paid-in capital. All
shares and per share information has been presented in the
accompanying consolidated financial statements as if the reverse
acquisition and recapitalization had occured on September 1, 1996,
the inception date of SEA and its predecessor entities.
Prior to its acquisition of SEA the Company had abandoned all
prior business operations. The accompanying consolidated
statements and notes reflect the operations of the Company
combined with the operations of SEA from September 1, 1996
(inception of SEA and its predecessor entities) to June 30, 1999.
Dividend Policy
The Company has not yet adopted any policy regarding payment of
dividends.
Revenue Recognition
Revenue is recognized as services are rendered.
Allowance for Uncollectible Accounts
The Company provides an allowance for uncollectible accounts based
upon prior experience and management's assessment of the
collectability of existing accounts.
Cash and Cash Equivalents
For financial statement purposes, the Company considers all highly
liquid investments with an original maturity of three months or
less when purchased to be cash equivalents.
Earnings (loss) per share
Earnings or loss per common and common equivalent share is
computed by dividing net earnings (loss) by the weighted average
common shares outstanding during each year. The shares of common
stock from the 504 offering are being distributed over a 13 month
period but the total shares to be distributed are treated as
outstanding at June 30, 1999. At June 30, 1999 there were
approximately 2,226,000 shares remaining to be issued related to
the 504 offering.
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, liabilities, revenues, and expenses during the reporting
period. Estimates also affect the disclosure of contingent assets
and liabilities at the date of the financial statements. Actual
results could differ from these estimates. Such estimates of
significant accounting sensitivity are allowance for doubtful
accounts.
Income Taxes
The Company records the income tax effect of transactions in the
same year that the transactions enter into the determination of
income, regardless of when the transactions are recognized for tax
purposes. Tax credits are recorded in the year realized.
F-6
<PAGE>
GOTHINK.COM INCORPORATED AND SUBSIDIARY
(formerly Think!.Com Incorporated)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
June 30, 1999 and December 31, 1998
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (continued)
In February, 1992, the Financial Accounting Standards Board
adopted Statement of Financial Accounting Standards No. 109,
Accounting for Income Taxes, which supersedes substantially all
existing authoritative literature for accounting for income taxes
and requires deferred tax balances to be adjusted to reflect the
tax rates in effect when those amounts are expected to become
payable or refundable.
NOTE 2: ORGANIZATION AND HISTORY
The Company was originally organized on July 30, 1954 under the
laws of the State of Utah as Bapco Uranium and Oil, Inc. and was
known as Southwest Border Corporation from 1988 through 1993. In
1993, in connection with a business combination with EFO
Technologies, Inc., Southwest Border Corporation changed its name
to EFO, Inc. and changed its state of incorporation from Utah to
Nevada.
The Company thru March 1997 developed fiber-optic technology
systems for high-volume direct-to-plate image transfer for
commercial printing and publishing applications. The Company also
has developed application and system software which transfers
images to film to be used in the graphic arts industry.
On February 18, 1999, the Company sold EFO Technologies, Inc. for
a nominal amount. The buyer also received an option to purchase
20,000 shares of the Company's restricted stock within thirty days
of the agreement for $10.00. The Company also agreed to indemnify
the buyer from any and all claims or liabilities in connection
with the buyer's purchase of the stock of EFO Technologies, Inc.
On February 16, 1999, the Company agreed to issue 2,650,000 shares
of its common stock to acquire two subsidiaries, Internet
Presentations, Inc. ("IPI") and SEA. The stock was issued on April
8, 1999 along with 350,000 shares for fees related to the
transaction. SEA was incorporated on December 10, 1998 to continue
the activities of Southwest Medical Academy which had operated as
a sole proprietorship. SEA is in the process of changing its name
to GoThink Tech, Inc.
Subsequent to issuing the stock to acquire IPI, the Company
decided not to acquire IPI as a subsidiary. The Company is in the
process of canceling 1,325,000 shares issued in the transaction.
The shares are treated as outstanding at June 30, 1999. When the
certificate representing the 1,325,000 shares has been returned
for cancellation, the Company will issue 200,000 shares of its
stock to the principal of IPI. The principal of IPI will also
receive options to purchase the Company's common stock as follows:
Option Price
Exercise Date Shares per share
----------------------- ------------------ ------------------
August 1, 2000 50,000 $ 1.00
February 1, 2001 50,000 1.50
August 1, 2001 50,000 2.00
February 1, 2002 50,000 2.50
All options expire within one hundred eighty (180) days of the
last listed exercise date. The Company is in the process of
determining its future relationship with IPI.
The Company provides education, training, and certification for
web masters through SEA, one of the country's first accredited
educational institutes for web master programs.
The Company also provides training courses in the following areas:
medical assistant, phlebotomy, medication aide, and certified
nurse aide. The length of the courses range from six to fourteen
weeks.
On March 3, 1999, the Company changed its name to Think!.Com
Incorporated and on June 10, 1999 the name was changed to
GoThink.Com Incorporated.
F-7
<PAGE>
GOTHINK.COM INCORPORATED AND SUBSIDIARY
(formerly Think!.Com Incorporated)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
June 30, 1999 and December 31, 1998
NOTE 3: RELATED PARTY TRANSACTIONS
During the six months ended June 30, 1999, the Company recorded
$201,109 of bad debt expense to a shareholder. The amount
represents advances made to IPI which will not be repaid.
The Company also recorded debt cancellation income in the amount
of $666,977 which related to amounts due to several former
officers who accepted stock or forgave amounts due to them.
NOTE 4: PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment as of June 30, 1999 and December
31, 1998 are summarized as follows:
<TABLE>
<CAPTION>
Accumulated Net Book Value
Cost Depreciation 1999 1998
<S> <C> <C> <C> <C>
Equipment and furniture
and fixtures $ 127,110 $ 28,786 $ 98,324 $ 51,501
========== ============= ======== ========
</TABLE>
Depreciation expense is calculated under the straight-line method
based on the estimated service lives of five to seven years.
Depreciation expense for the six months ended June 30, 1999
amounted to $8,369 ($12,064 and $8,353 for the years ended
December 31, 1998 and 1997 respectively).
NOTE 5: LOANS PAYABLE
Loans payable at June 30, 1999 and December 31, 1998 are as
follows:
<TABLE>
<CAPTION>
Principal Balances
1999 1998
Interest Long- Long-
Rate Current term Current term
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Prepress Solutions, Inc.(1) 12.0% $ 15,000 $ 0 $ 0 $ 0
Charles Kaczmarek 17.0% 0 0 40,000 0
------------- ------------- ------------- -------------
$ 15,000 $ 0 $ 40,000 $ 0
============= ============= ============= =============
</TABLE>
(1)This loan was due April 1, 1997 and was secured by all of
the Company's fixed assets as of March 7, 1997 (recorded as
result of reverse acquisition).
NOTE 6: INCOME TAXES
Income tax expense was $0 for the period ended June 30, 1999 and
the years ended December 31, 1998 and 1997. Such amounts differ
from the amounts computed by applying the United States Federal
income tax rate of 34% to loss before income taxes as a result of
the following:
<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------- -------------
<S> <C> <C> <C>
Computed "expected" tax (benefit) $ (84,000) $ (4,000) $ 5,100
Decrease (increase) in income tax benefit
resulting from:
Change in valuation allowance for
deferred federal, state, and local
income tax assets 84,000 4,000 0
State income taxes and other, net 0 0 (5,100)
------------- ------------- -------------
$ 0 $ 0 $ 0
============= ============= =============
</TABLE>
The tax effects of temporary differences that give rise to a
substantial portion of the deferred income tax assets are
presented below:
<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------- -------------
<S> <C> <C> <C>
Net operating loss carryforwards $ 84,000 $ 0 $ 0
------------- ------------- -------------
Total gross deferred tax assets 84,000 0 0
Less valuation allowance (84,000) 0 0
------------- ------------- -------------
Net deferred tax assets $ 0 $ 0 $ 0
============= ============= =============
</TABLE>
F-8
<PAGE>
GOTHINK.COM INCORPORATED AND SUBSIDIARY
(formerly Think!.Com Incorporated)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
June 30, 1999 and December 31, 1998
NOTE 6: INCOME TAXES (continued)
During the years ended December 31, 1998 and 1997, the Company was
taxed as a sole proprietorship.
At June 30, 1998, the Company has approximately $1,510,000
available in net operating loss carryforwards for income tax
purposes. These carryforwards expire in 2007 through 2013. Due to
a change in control and business activity, the net operating loss
carryforwards will most likely never be realized. The Company's
tax year end is June. It is in the process of adopting the
calendar year end of its subsidiary.
NOTE 7: COMMITMENTS AND CONTINGENCIES
The Company has been presented with an invoice from Prepress
Solutions, Inc. and its president Mr. Nocera, which related to EFO
and EFO Technologies, Inc. Mr. Nocera was the Company's President
for a short time in 1997. Current management has disputed the
invoice of approximately $54,000 as to whether the services were
authorized to be performed and whether the salary claims were
properly authorized. The $54,000 has not been recorded as a
liability.
Management has conducted a diligent search for liabilities related
to prior operations. No liens or UCC filings have been discovered.
The Company currently leases space for its corporate office under
an operating lease which expires April 30, 2003 and its subsidiary
leases space for its operations under an operating lease which
expires August 31, 2002. Future minimum rental expense is expected
to be as follows:
Year ended December 31, 1999 $ 89,366
Year ended December 31, 2000 156,028
Year ended December 31, 2001 169,069
Year ended December 31, 2002 174,250
Year ended December 31, 2003 52,978
-------------
$ 641,691
=============
For the six months ended June 30, 1999 rent expense was $39,444.
Rent expense was $29,567 for the year ended December 31, 1998
($22,931 for the year ended December 31, 1997).
NOTE 8: REVERSE STOCK SPLIT
Effective March 24, 1999, the Company effected a 1:100 reverse
stock split. All references to stock prices, and numbers of shares
in these financial statements have been adjusted to reflect the
reverse split as if it were effective on the earliest date
reported.
NOTE 9: GOING CONCERN ITEMS
The Company's financial statements have been presented on the
basis that it is a going concern, which contemplates the
realization of assets and satisfaction of liabilities in the
normal course of business. The Company has incurred losses and has
a retained deficit of $259,543 at June 30, 1999.
Management believes the Company will be able to continue as a
going concern for the following reason:
The Company expects its subsidiary to generate working
capital.
NOTE 10: ACQUISITION COSTS
The Company recorded $619,121 of acquisition costs in connection
with the reverse acquisition with SEA. The Company feels there is
no goodwill involved in the acquisition and has charged the amount
directly to expense. The amount represents the excess of
liabilities assumed over assets received.
F-9
<PAGE>
Smith
&
Company
A Professional Corporation of Certified Public Accountants
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use in this Form
10-SB registration statement of GOTHINK.COM, INCORPORATED of our report dated
September 17, 1999 on the financial statements for the period ended June 30,
1999 and the years ended December 31, 1998 and 1997 and for the period of
September 1, 1996 to June 30, 1999.
Smith & Company
CERTIFIED PUBLIC ACCOUNTANTS
Salt Lake City, Utah
September 29, 1999
10 West 100 South, Suite 700 o Salt Lake City, Utah 84101-1554
Telephone: (801) 575-8297 o Facsimile: (801) 575-8306
E-mail: [email protected]
Members: American Institute of Certified Public Accountants o
Utah Association of Certified Public Accountants
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted
from GoThink.Com Incorporated June 30, 1999 financial statements
and is qualified in its entirety by reference to such financial
statements
</LEGEND>
<CIK> 0001092455
<NAME> GoThink.Com Incorporated
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 201,966
<SECURITIES> 0
<RECEIVABLES> 106,893
<ALLOWANCES> (11,000)
<INVENTORY> 0
<CURRENT-ASSETS> 345,359
<PP&E> 127,110
<DEPRECIATION> (28,786)
<TOTAL-ASSETS> 443,683
<CURRENT-LIABILITIES> 142,911
<BONDS> 0
0
0
<COMMON> 66,460
<OTHER-SE> 234,312
<TOTAL-LIABILITY-AND-EQUITY> 443,683
<SALES> 153,473
<TOTAL-REVENUES> 153,473
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 246,402
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (913,159)
<INCOME-TAX> 0
<INCOME-CONTINUING> (913,159)
<DISCONTINUED> 0
<EXTRAORDINARY> 666,977
<CHANGES> 0
<NET-INCOME> (246,182)
<EPS-BASIC> (.06)
<EPS-DILUTED> (.06)
</TABLE>
