GOTHINK COM INC
10SB12G/A, 2000-03-01
BUSINESS SERVICES, NEC
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                                  FORM 10-SB/A

                        GENERAL FORM FOR REGISTRATION OF
                      SECURITIES OF SMALL BUSINESS ISSUERS
           Under Section 12(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


                                GoThink.Com, Inc.
                         6429 Richmond Avenue, Suite 610
                              Houston, Texas 77057

                                Executive Offices

                             Post Office Box 953754
                          Lake Mary, Florida 32795-3754

Securities to be registered:

         Common Stock                                         NASDAQ OTC:BB
                                                              Symbol: TNKC





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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.  Present management has knowledge of the
operation of the primary operating  subsidiary of the Company prior to February,
1999, but was not present during operations prior to February, 1999.

         There is a  substantial  doubt  concerning  the  Company's  ability  to
continue as a going concern,  as indicated by the losses incurred by the Company
revealed by the accompanying  financial information in this disclosure document.
The Company has operated at a loss during 1999,  and  anticipates  continuing to
operate at a loss through the second  quarter of 2000.  Except for the influx of
working  capital in exchange for common  stock,  as  described  below (the "Blue
Ridge Agreement"), the Company would not have been able to continue operations.

         The  Company   plans  to  increase  the  volume  of  business   through
recruitment of additional students to increase revenue,  while continuing to cut
costs and overhead.  However, even though revenues may increase, and even though
substantial  cost reductions may be achieved through  employee  lay-offs,  those
measures  may be  insufficient  to allow  the  Company  to  continue  as a going
concern.

         At  present,  the  Company  is  prepared  to be  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,  home
health aides,  medication  aides,  and certified  nurse's  aides.  However,  the
Company is not presently engaged in all of these areas of operations.

         The  length of  course in the  vocational  training  range  from six to
fourteen  weeks.  The Company also has a contractual  arrangement to resell T-1,
T-3 and DSL phone lines and access as a licensee of Landmark Communications.

         "Medical assistants, home health aides, medication aides, and certified
nurse's aides" are health care workers who normally work in a non-intensive home
or  facility  environment,  under the  supervision  of a  registered  nurse or a
doctor.   These  workers  assist  patients  in  a  variety  of  ways,  including
administering  therapy,  medications,  and  assisting  the patient in daily life
functions. These workers are certified by the State of Texas and are required to
obtain a level of  certification  appropriate  to their  vocation  before  being
employed  by  private  home  health  care  companies,  hospitals,  nursing  home
facilities, or other health care providers.

         "T-1, T-3, and DSL" telephone  lines are those designed  especially for
the  high-density

 ____________________________________________

         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.

                                      - 3 -

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and high-speed transmission of data in a computer environment.  Functioning like
modems, except at greatly increased rates of data transmission,  these lines and
their  attendant  equipment  allow  high-speed  access to the  Internet for both
residential and commercial users.

         The Company's  business  operations  may be generally  divided into the
following  areas:  (1) web page design,  (2) web page  hosting,  (3)  vocational
training  for web masters and  designers,  (4)  vocational  training for medical
workers, and (5) reselling Landmark telecommunications services as a licensee.

         At  present,  the  Company is  actively  pursuing  only the  vocational
training  aspects of the  planned  business.  (Numbers 3 and 4 in the  preceding
paragraph.) Web page design and web page hosting is not presently undertaken and
is  anticipated to resume no earlier than the first quarter of 2001. The Company
presently  has  inadequate  capital  to take  advantage  of its'  contract  with
Landmark  and does not actively  pursue that  business.  Presently,  the Company
offers  vocational  training  for  medical  workers and web page  designers  and
webmasters.

         The Company  presently  offers classes for medical workers in the areas
set out above for those students to receive  accreditation in the areas of study
so as to be qualified  for  employment.  The Company also offers  classes in web
design and  webmaster  hosting.  In the area of web page design and  webmasters,
there is no  national  standard  accreditation,  and the  Company's  training is
merely a "resume building" and practical training alternative for those students
wishing to enter those fields with private employers.

         There are at least seven (7) competitors in the Houston metro area, not
counting  "traditional" worker training alternatives such as community colleges,
universities,  employer- sponsored training, and high schools,  offering similar
vocational training services at prices competitive with the Company. The Company
faces stiff competition for students.

         The  Company  is one  of the  country's  first  accredited  educational
institutions  for web  master  and  design  programs.  According  to  statistics
compiled by the National  Association of  Webmasters,  the Company is one of two
accredited  vocational  institutions  offering web master and design programs in
the  country.  The State of Texas has  accredited  the  Company  for all of its'
vocational training programs.

         The market for training web designers is extremely competitive, even in
this  growing  field.  There  are a number  of  local,  regional,  and  national
providers of web design  courses and training.  Courses in  programming  and web
design  are  common at every  educational  level  throughout  most of the United
States.  However,  the  market  for  workers  in this  area  continues  to grow.
According to a report in the December 3, 1999,  Wall Street  Journal,  Forrester
Research, a research firm in Cambridge, Massachusetts, forecasts that the market
for  electronic-commerce-  consulting  services  is  expected  to grow to  $64.8
billion    by   2003   from    approximately    $10.6    billion    this   year.
"Electronic-commerce-consulting"  includes web site design, web site production,
promotion, and operations.


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         If  demand  for  these  services  continues  as  forecast,  and  if the
"build-out" of the Internet  continues as predicted in the popular and financial
press,  the demand for web designers and webmasters will continue,  and possibly
grow, for the foreseeable  future. The Company's  operations and revenues depend
on students seeking vocational  training in web-based design and operations and,
if the number of students grow,  then the Company's  revenues will grow when and
if the Company is able to sustain these operations.

         However,  because of start-up costs and the costs of expansion into new
facilities as discussed herein, the Company anticipates  operating at a loss for
at lease the next  three  calendar  quarters.  Depending  largely  on new school
openings and the operating success of those new facilities, which the Company is
unable to  complete  at  present,  along with the  availability  of capital  for
marketing the school's vocational training services in existing and new markets,
such financing not presently being available to the Company, the Company may not
be profitable for the next calendar year or for the foreseeable future.

         The  Company  does enjoy the  advantage  of other  vocational  training
facilities and operations, however, in that as "fixed costs" are met, the number
of students  serviced by the facilities adds to the  profitability of operations
without a  substantial  increase in those costs.  In other words,  the Company's
capacity for students  presently,  and for the foreseeable  future (at least the
next  calendar  year) exceeds the number of students  enrolled or  realistically
expected to enroll.

         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.  Present management has no personal
knowledge of the Company's operations prior to February, 1999.

         Formerly,   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. The Company is no longer in those businesses and hasn't been since the
February,  1999,  transaction  explained  below. No revenue is anticipated  from
these  discontinued  operations.  These  operations were  discontinued  prior to
present management joining the Company. Management has no reason to believe that
the Company  records on which it relies for its'  rendition  of the  "history of
operations" is incorrect.  No historical  financial  information is available to
present management regarding the Company's operations prior to February, 1999.

         On February 16, 1999, EFO Inc. agreed to issue 2,600,000 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

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shareholders  and directors of SEA and Mr. and Mrs.  Frank Mulcahy were the sole
shareholders  and  directors  of  IPI.  At  the  time  of  the  February,  1999,
transaction,  EFO, Inc. had ceased revenue  producing  operations.  As explained
below, while IPI was initially  included as a subsidiary of the Company,  it has
since been  severed from the Company and no revenues  have been  recorded in the
Company's financial filings with this Form 10SB nor are any revenues anticipated
from any prior or future  operations of IPI.  Except for a loss  resulting  from
unreimbursed  expenditures on IPI operations as noted, the Company's  operations
will have no contribution from IPI in the future.

         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 professionals and promoters involved in the offering and the number
of shares they received in the offering are: James Skalko (100,000 shares); Blue
Ridge Finance Company, Inc. (100,000 shares);  Douglas Hackett (100,000 shares);
Phil Tannenbaum (30,000 shares);  Tom Edwards (20,000 shares);  Michelle K. Cain
[attorney  involved  in the  preparation  of  the  offering  materials]  (20,000
shares).  Additionally,  the Daniels and the Mulcahys,  as noted above, would be
considered "promoters" of the offering.

         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.


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         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.  The proposal to become an approved  provider of the MCSE ["Microsoft
Certified  Software  Engineer"]  has not yet been  completed  for  submission to
Microsoft. That proposal is scheduled to be completed by June 1, 2000.

         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 is  preparing to enter the highly  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,  along with the expansion of the vocational training schools.
However,  the  operations  involving the retailing of high-speed  data and voice
communications  transmission  lines is  currently  suspended  until  operational
revenues from vocational training increase. The retail operation involved in the
agreement with LandMark will require a substantial outlay in terms of additional
telemarketing  personnel and marketing  expenses.  Until the vocational training
operations  are  self-sufficient,  and until the retail  operation can be funded
from internal  revenues,  the Company  anticipates  holding the retail operation
involving  telecommunications lines in suspense. The Company does not anticipate
entering that market actively until sometime during the third quarter of 2000.

         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.

         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

                                      - 7 -

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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  grow  if 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.

         Telemarketers  are  persons  who are  employed  by the  Company  to use
telephone communications to supplement or replace traditional marketing efforts.
Telemarketers  call  prospective  students and  customers and attempt to educate
them on the Company's services and enroll them in the Company's programs or sell
them the Company's services. At the present time, the Company does not undertake
a full-time telemarketing effort and employs no telemarketers.

         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  determined that IPI's operations were not complementary to
the  main  business  plan to be  pursued  by the  Company,  as  outlined  above.
Basically,  the IPI  transaction as regards the Company was reversed and treated
as not  affecting  the  Company's  operations,  except for the  recording of the
expenses  associated  with IPI during the  period  IPI was  associated  with the
Company.  Mr. Mulcahy  surrendered  1,125,000 shares of stock to the Company and
retained the options  outlined  above.  No operations of IPI are included in the
statement of operations so  "discontinued  operations" is not an applicable item
for disclosure.

         The Mulcahy  stock  returned to the Company was not treated as treasury
stock,  as the Company did not  anticipate  holding it  long-term.  As described
below,  the stock  formerly  held by Mulcahy  (1,125,000  shares) is now held by
another officer of the Company, Tom Edwards.

         On or about  October  29,  1999,  the  Company,  along  with its  Chief
Executive  Officer,  Ron  Daniels,  entered  into an  Agreement  with Blue Ridge
Finance  Company,  Inc.  (hereinafter  referred to as the  "Agreement.") In that
Agreement,  Blue Ridge agreed to make an  additional  capital  investment in the
Company of  $200,000.00,  in two  installments  of $100,000.00  each, the second
installment to be made on or before  January 30, 2000.  The  additional  capital
contribution was necessary for the Company's  continued  operations.  Blue Ridge
made the initial installment of $100,000.00.


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         In  the  Agreement  with  Blue  Ridge,  the  Company  agreed  to  issue
additional  stock to Blue  Ridge in such  amount so that Blue  Ridge  would have
fifty  one  percent  (51%)  of all  outstanding  common  stock  of the  Company.
Additionally,  the Company agreed that Blue Ridge would have the ability and the
right  to  appoint  a  majority  of the  Board of  Directors.  Mr.  Daniels  was
guaranteed  a salary of  $5,000.00  per  month,  as was Mr.  Edwards,  the Chief
Operating  Officer.  Mr.  Daniels  was also  assigned  the right to recover  his
business-related  expenses  and thirty  percent  (30%) of the net profits of the
subsidiary,  payable  quarterly  in  stock  or cash,  at the  discretion  of the
Company.  The Agreement  provided that Mr. Daniels would be the Chief  Operating
Officer of the Company and that Mr.  Edwards,  by future Board action,  would be
elected  Chief  Executive  Officer.  Mr.  Daniels  was also  awarded  a ten year
employment  contract  with the  Company,  on the  terms  set out  above,  with a
provision that he would not be terminated  from  employment  except for "cause."
("Cause" was defined to mean "criminal acts, fraud, gross negligence,  or breach
of fiduciary  duty.)  Additionally,  the Agreement with Blue Ridge provided that
Mr. Daniels would receive  "restricted stock" in such amount so that Mr. Daniels
would own,  after the  Agreement,  a total of  2,500,000  shares in the Company.
Further,  Mr. Daniels obtained an option in the Agreement to purchase all of the
outstanding  stock in the subsidiary and obtain sole ownership of the subsidiary
by returning to the Company  ninety  percent  (90%) of the shares of the Company
owned by him. The Agreement with Blue Ridge provided that the additional capital
funds  provided  by it would be used by the  Company  for  payment of  corporate
expenses and future  operations.  The Company agreed to pay Blue Ridge a monthly
consulting  fee of  $5,000.00  for a period of three  years from the date of the
Agreement. The Agreement also provided that the executive offices of the Company
would be moved to  Florida,  at the  pleasure  of the  Board of  Directors.  The
Agreement with Blue Ridge was made under Florida law.

         Mr.  Edwards  has not yet been  elected  by the Board to the  office of
Chief  Executive  Officer  but it is  anticipated  that he will be so elected in
January, 2000.

         On October  29,  1999,  the  Company's  Board of  Directors  approved a
resolution  approving  the  Agreement  with Blue  Ridge,  and  issuing  stock as
follows:

                  Ron Daniels                      1,175,000
                  Tom Edwards                        875,000
                  Jennifer Brenner                   500,000
                  Blue Ridge Finance Co., Inc.    10,000,000

         Also on October 29, 1999, the Board approved a resolution  electing Ms.
Jennifer Brenner to the Board of Directors of the Company,  where she joined Mr.
Edwards and Mr. Daniels as directors.

         The Board of the  Company  also  approved a  resolution  on October 29,
1999,  approving the transfer of the shares of stock  previously  owned by Frank
Mulcahy  represented by treasury  certificate number 10157 (1,125,000 shares) to
Tom Edwards.  Mr. Edwards,  as a result of that Board action, now owns 2,000,000
shares of the Company.


                                      - 9 -

<PAGE>



         Finally,  on October 29, 1999,  the Board also approved the issuance of
150,000 shares of common stock to Mr. Ernest Zepeda.

         Mr. Zepeda, Mr. Daniels,  Mr. Edwards, Ms. Brenner, and Mr. Zepeda were
all issued stock to compensate them in lieu of cash for services rendered and to
be rendered to the Company and to ensure their  continued  association  with and
employment  by the Company.  Mr.  Daniels'  additional  stock was also issued to
ensure his tenure as an officer  of the  Company  and as part of his  employment
agreement with the Company, described above.

         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 6429 Richmond Avenue, Suite
610, Houston, Texas, with its' Executive Offices at Post Office Box 953754, Lake
Mary,  Florida  32795-3754.  The Company's  property  consists of general office
equipment, telephone and computer systems, and office furniture. The property is
periodically updated, replaced, or repaired.

         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

                                     - 10 -

<PAGE>



maintained by the NASDAQ "Over the Counter  Bulletin  Board" system  ("OTC:BB").
The symbol for the Company's stock is "TNKC."

         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

         Historical high bid and low bid range (last two years):

                                            High               Low

         1st quarter 1997          $.1875                    $.00
         2nd quarter 1997           .03120                    .03120
         3rd quarter 1997           .03120                    .02
         4th quarter 1997           .02                       .01

         1st quarter 1998           .02                       .01
         2nd quarter 1998           .02                       .00781
         3rd quarter 1998           .01                       .01
         4th quarter 1998           .01                       .006

         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 19,346,016  shares of common stock  outstanding.  There are
926,887 free- trading shares of common stock. Three (3) shareholders hold five
percent (5%) or more of the outstanding common stock of the Company:

        Blue Ridge Finance Company, Inc.         10,000,000      51.69%
        Tom Edwards                               2,000,000      10.34%
        Ronnie Daniels and Sheila Daniels         2,500,000      12.92%


                                     - 11 -

<PAGE>


         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.  At present,  by agreement with the Company and in
exchange for the payment of additional  capital as described herein,  Blue Ridge
Finance  Company,  Inc.  controls a  majority  of the  outstanding  stock of the
Company and is  entitled  to control the  election of a majority of the Board of
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.

         As  described in Item 101, on or about  October 29, 1999,  the Company,
along with its Chief Executive Officer,  Ron Daniels,  entered into an Agreement
with  Blue  Ridge  Finance  Company,   Inc.  (hereinafter  referred  to  as  the
"Agreement.") In that Agreement, Blue Ridge agreed to make an additional capital
investment in the Company of  $200,000.00,  in two  installments  of $100,000.00
each,  the second  installment  to be made on or before  January 30,  2000.  The
additional  capital  contribution  was  necessary  for the  Company's  continued
operations.  Blue  Ridge  made the  initial  installment  of  $100,000.00.  This
infusion of  operating  capital was  necessary  to continue  operations.  In the
Agreement with Blue Ridge,  the Company agreed to issue additional stock to Blue
Ridge in such amount so that Blue Ridge would have

                                     - 12 -

<PAGE>



fifty  one  percent  (51%)  of all  outstanding  common  stock  of the  Company.
Additionally,  the Company agreed that Blue Ridge would have the ability and the
right to appoint a majority of the Board of Directors. By action of the Board of
Directors on October 29, 1999, Blue Ridge was issued 10,000,000 shares of common
stock in the Company.  Other persons, as described in Item 101, were also issued
substantial  shares of common  stock in the  Company at the same  meeting of the
Board of Directors.

         The Company believes that the "Blue Ridge  transaction" was exempt from
registration, as further explained in Item 701.

Item 303          Management's Discussion and Analysis or Plan of Operation

         The Company is a "small  business  issuer" that has had  revenues  from
operations  in the  last  fiscal  (calendar)  year and has  furnished  financial
statements in conjunction  with this filing.  The Company has elected to provide
all information  regarding its plan of operation for the next twelve (12) months
in  narrative  form and  includes  this section -  Management's  Discussion  and
Analysis or Plan of Operation - pursuant to Regulation ss.228.303.

         Pursuant to alternative 3, Part I, "General Instructions" regarding the
use of Form 10SB, the Company has chosen the  "disclosure  model" which includes
the information  required by Items 101, 102, 202, 303, 401, 402, 403, and 404 in
the Form 10SB. That information is contained in this document.

         The  Company  has  operated  at a loss  during  1999,  and  anticipates
continuing to operate at a loss through the second  quarter of 2000.  Except for
the influx of working  capital in exchange for common stock,  as described above
(the "Blue Ridge  Agreement"  detailed in Item 101),  the Company would not have
been able to continue operations.

         Management currently has expansion plans for the operating  subsidiary.
Although  the  plan  is to  expand  steadily,  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 has acquired  lease space and some office  equipment for a
second  campus in the Dallas,  Texas,  area.  The Dallas campus is not currently
being organized.  The Company is not currently  scouting  locations for possible
campuses  in any other area and there is  substantial  doubt as to  whether  the
Dallas  school can be opened.  The  Company has  retrieved  its'  furniture  and
equipment from the Dallas  location and all expansion  plans for that market are
currently on hold. The Company is currently  attempting to maintain an expansion
schedule of one school a quarter,  though that goal has not been  reached and it
appears doubtful that the goal can be reached under current  conditions.  Unless
revenue   substantially   increases   there   will   be   no   expansion.    The
telecommunications  division  of  the  operating  subsidiary  is  currently  not
operating in the retail

                                     - 13 -

<PAGE>



resale of high-speed voice and data lines under its' agreement with LandMark.


         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 funded from
operations,  with no  infusion  of  capital,  either  equity  or  loaned  funds,
anticipated,  after the  completion  of the  infusion  of  capital by Blue Ridge
Finance Company,  Inc.,  described herein. Blue Ridge's financial  obligation to
the Company is capped at  $200,000.00,  of which  approximately  $100,000.00  is
still  outstanding  and due the Company before January 30, 2000. The Company has
no available  line of credit from any  financial  institution  and operates only
from earned revenues.

         The  Company  has not  operated at a profit  since  current  operations
commenced  in  February,  1999.  Until the Company  can  increase  revenues  and
operating  profits,  there will be no  expansion  of  locations  or expansion of
operations outside the vocational training classes as explained above.

         As  described in Item 101, on or about  October 29, 1999,  the Company,
along with its Chief Executive Officer,  Ron Daniels,  entered into an Agreement
with  Blue  Ridge  Finance  Company,   Inc.  (hereinafter  referred  to  as  the
"Agreement.") In that Agreement, Blue Ridge agreed to make an additional capital
investment in the Company of  $200,000.00,  in two  installments  of $100,000.00
each,  the second  installment  to be made on or before  January 30,  2000.  The
additional  capital  contribution  was  necessary  for the  Company's  continued
operations.  Blue  Ridge  made the  initial  installment  of  $100,000.00.  This
infusion of operating capital was necessary to continue operations.

         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 a working  capital  deficit of $5,246 at September  30,
1999.  For the nine months  ended  September  30,  1999 the  Company  recorded a
consolidated  net loss of $454,621.  The Company recorded net income of $228,681
and the subsidiary had a net loss of $683,302 for a total net loss

                                     - 14 -

<PAGE>



of $454,621. 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 September 30, 1999 (excluding intercompany items) are $125,292
and the  subsidiary's  assets  are  $113,570  for total  consolidated  assets of
$238,862.  Liabilities  of the Company at September 30, 1999 are $76,860 and the
subsidiary's  liabilities  (excluding  intercompany items) are $68,131 for total
consolidated liabilities of $144,991.

         The  Company  recorded  a loss  (bad-debt  related  party  expense)  of
$210,181  for funds  advanced  to and  expenses  paid on  behalf of its'  former
subsidiary,  IPI.  Those funds will not be repaid or  recovered  by or from IPI.
Frank  Mulcahy,  who  received all of the stock in the IPI  subsidiary  from the
Company when the Company divested itself of that entity, will not be required to
refund or repay any of the funds previously advanced or paid on behalf of IPI by
the Company.  Mr. Mulcahy was, as part of the  transaction,  and as explained in
Item 101,  required to relinquish  most of his shares in the Company in exchange
for the subsidiary stock.

         As noted in Item 101,  Mr.  Mulcahy  was  awarded  options to  purchase
common stock in the Company in the future.  The Company  considered SFAS 123 and
is aware of the  disclosure  requirements  relating to options  and  warrants in
future filings.  The options to Mr. Mulcahy were granted in August,  1999. Using
the  Black-Sholes  model,  the options have an estimated value of  approximately
$102,000.00.

         Net revenue for 1998 was  $200,357  compared  with  $205,888  for 1997.
Operating  expenses for 1998 were $205,415  compared with $177,424 for 1997. The
increase for 1998 related  mainly to higher labor costs and higher supply costs.
(All  revenue  and  expense  comparisons  are with the prior  operations  of the
subsidiary of the Company and do not include any  operations of either EFO, Inc.
or IPI.)

         The increase in accounts  receivable  in 1999 is due to expanded  sales
activity  with  many of the sales  taking  place  near  September,  1999;  these
accounts  were not  paid  prior to  September  30,  1999,  thus  explaining  the
relatively large receivables  balances.  The increase in allowance is a function
of  total  accounts  receivable.  Increase  in  prepaid  items  is a  result  of
advertising  items that the Company is utilizing to attract  students and expand
operations.  Accounts  payable have  increased  due to expanded  operations  and
assuming some liabilities related to the "reverse acquisition" involving EFO. PP
& E has  increased  as the Company has  purchased  more  equipment to expand the
training operations into Dallas and other future locations. Deferred revenue has
increased due to many sales taking place near September,  1999, and thus revenue
is not yet earned.

         The expansion  plan to be 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.  Blue Ridge Finance  Company,
Inc. has indicated

                                     - 15 -

<PAGE>



it  will  not  finance  further  operations  beyond  its'  current   contractual
obligation to do so. (See  explanation  of  transaction  with Blue Ridge in Item
101.)



         The  Company  believes  that an  increase  in  student  enrollment  and
continued cost-savings in fixed expenses will allow it to finance expansion from
internal  revenues.  However,  if  enrollment  does  not  increase  to  a  level
sufficient to generate the required  revenue for expansion,  then expansion will
not take place.

         There are no formal  acquisition  agreements  or  contracts  with third
parties  regarding  the  Company's  plan to attempt to expand at the rate of one
school per quarter.

         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 and, in fact,  experienced  no problems as a result of
the Y2K situation.  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,  should  any  issues  arise in the
future.

         The Company experienced no problems associated with the "Y2K" issue and
suffered no downtime or hardware or software failures or difficulties associated
with that situation.

         The Company has  expended  no funds on Y2K  compliance,  as all of its'
software and hardware is compliant or was fixed without  charge by its' vendors.
Company  employees,  as part of their regular duties,  monitored and continue to
monitor Y2K compliance of all Company software and hardware. The Company expects
to expend no funds on Y2K compliance outside normal employee salaries.

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. Current management is unaware of
the identity of former accountants of the Company prior to that time.

         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
since current management assumed control of operations in February, 1999.


                                     - 16 -

<PAGE>









Item 310          Financial Statements

                  See attached.

         The Company had 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.

         Net revenue for 1998 was  $200,357  compared  with  $205,888  for 1997.
Operating  expenses for 1998 were $205,415  compared with $177,424 for 1997. The
increase for 1998 related  mainly to higher labor costs and higher supply costs.
(All  revenue  and  expense  comparisons  are with the prior  operations  of the
subsidiary of the Company and do not include any  operations of either EFO, Inc.
or IPI.)

Item 401          Directors, Executive Officers, Promoters and Control Persons

         GoThink.Com, Inc.

         Directors:        Ron Daniels, age 38
                           Thomas Edwards, age 31
                           Jennifer Brenner, age 24

         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

                                     - 17 -

<PAGE>



                                    Chief Operations Officer      Thomas Edwards



         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. Blue Ridge

Finance Company, Inc. controls a majority of voting common shares in the Company
and will control the  composition  of the Board and the election of its' members
by virtue of the  agreement  between the Company and Blue Ridge,  as detailed in
Item 101.

         Mr.  Daniels and Mr.  Edwards  will,  after  January 1, 2000,  exchange
titles in the Company,  with Mr. Edwards  becoming CEO and Mr. Daniels  becoming
COO. The officers of the subsidiary will remain the same.

         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.

         Mr. Daniels has been involved as senior  executive  officer of Southern
Educational Alliance, Inc. and its predecessor, Southwest Medical Academy, since
their inception.  He has experience in the vocational training environment as an
executive,  owner, and manager. Mr. Edwards is an independent businessman with a
variety of experience in small public and private companies.

         Neither Mr. Edwards nor Mr.  Daniels have filed for  bankruptcy  relief
within the last five years.  Neither Mr.  Edwards nor Mr. Daniels have 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.


                                     - 18 -

<PAGE>



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,  however, both Mr. Daniels
and Mr. Edwards have been awarded  additional  shares of stock in the Company to
ensure their  continued  employment  and  affiliation  with the  Company.  Those
transactions are detailed above.  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        -

         Further,  Mr.  Daniels and Mr.  Edwards  have been  awarded  additional
shares  of stock  in the  Company  to  ensure  their  continued  employment  and
affiliation with the Company.  Those transactions are detailed above in Item 101
and below in this Item.

         The   directors  of  the  Company  are  not   compensated   except  for
reimbursement of expenses for attending meetings.

         Mr. Edwards does not have an employment  contract or agreement with the
Company,  except for certain terms  contained in the  Agreement  with Blue Ridge
Finance Company, Inc., as explained in Item 101 and below.

         Mr.  Daniels  has  an  employment  agreement  with  the  Company.  That
employment agreement was reached as part of the October 29, 1999, Agreement with
Blue  Ridge  Finance  Company,  Inc.  Mr.  Daniels  was  guaranteed  a salary of
$5,000.00  per month,  as was Mr.  Edwards,  the Chief  Operating  Officer.  Mr.
Daniels was also assigned the right to recover his business-related expenses and
thirty percent (30%) of the net profits of the subsidiary, payable

                                     - 19 -

<PAGE>



quarterly in stock or cash,  at the  discretion  of the Company.  The  Agreement
provided that Mr.  Daniels would be the Chief  Operating  Officer of the Company
and that Mr. Edwards,  by future Board action,  would be elected Chief Executive
Officer.  Mr. Daniels was also awarded a ten year  employment  contract with the
Company,  on the  terms set out  above,  with a  provision  that he would not be
terminated  from  employment  except for  "cause."  ("Cause" was defined to mean
"criminal  acts,  fraud,  gross  negligence,   or  breach  of  fiduciary  duty.)
Additionally,  the Agreement  with Blue Ridge  provided  that Mr.  Daniels would
receive  "restricted  stock" in such amount so that Mr. Daniels would own, after
the Agreement, a total of 2,500,000 shares in the Company.  Further, Mr. Daniels
obtained an option in the Agreement to purchase all of the outstanding  stock in
the  subsidiary  and obtain sole ownership of the subsidiary by returning to the
Company  ninety  percent  (90%) of the shares of the Company  owned by him.  The
Company  agreed to pay Blue Ridge a monthly  consulting  fee of $5,000.00  for a
period of three years from the date of the Agreement

         There is no "buy-sell"  agreement in place with respect to any officers
or any other shareholders and the Company, except to the extent that Mr. Daniels
has the option outlined above regarding the ownership of the subsidiary.

         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

         Blue Ridge Finance Company, Inc.     10,000,000         51.69%
         Tom Edwards                           2,000,000         10.34%
         Ronnie Daniels and Sheila Daniels     2,500,000         12.92%

         There are no  agreements or  arrangements  that may lead to a change in
control of the Company. The Company is controlled by its' majority  stockholder,
Blue Ridge Finance Company, Inc. 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.
Frank  Mulcahy  does own  options  to  purchase  shares of  common  stock in the
Company, but those total less than one percent of the outstanding stock of

                                     - 20 -

<PAGE>



the Company and are described above.

         The Company is  effectively  controlled by Blue Ridge Finance  Company,
Inc.,  the holder of a majority of  outstanding  common stock.  That control was
granted in exchange for the infusion of capital for  operations  in an Agreement
dated on or about October 29, 1999, as detailed in Item 101.




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
2,600,000   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.

         The professionals and promoters involved in the offering and the number
of shares they received in the offering are: James Skalko (100,000 shares); Blue
Ridge Finance Company, Inc. (100,000 shares);  Douglas Hackett (100,000 shares);
Phil Tannenbaum (30,000 shares);  Tom Edwards (20,000 shares);  Michelle K. Cain
[attorney  involved  in the  preparation  of  the  offering  materials]  (20,000
shares).  Additionally,  the Daniels and the Mulcahys,  as noted above, would be
considered "promoters" of the offering.

         The professionals  involved were Ms. Cain, who provided legal services.
Shares were issued to her based on the fair market value of those services.

         Blue Ridge Finance  Company,  Inc., Mr.  Hackett,  and Mr. Edwards were
issued  shares for  commercial  services  relating  to the  organization  of the
offering and the shares issued to them  initially  were based on the fair market
value of those services.

         The  holdings of  StockPlayer.Com,  Inc.  were issued by the Company in
exchange for

                                     - 21 -

<PAGE>



anticipated  services  pursuant to a written  contract and the shares  issued to
initially were based on the fair market value of those services.  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 and further legal action by
the Company.

         In the case of shares issued to officers, promoters, and professionals,
the liability for  compensation  expense was recorded based on fair market value
of the services  rendered.  The stock  issued at the time of the  reorganization
transaction (February, 1999) was issued to retire the liability in the amount of
approximately $215,000.00. The Company considered SFAS 123, Accounting for Stock
Based Compensation,  when it compensated certain owners of EFO, Inc. to finalize
the  reorganization  of the  Company  as well as the  officers,  promoters,  and
professionals.  The shares issued to Mr. Daniels and Mr.  Mulcahy,  as described
above, was for the exchange of stock in their companies.

         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.

         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.
The Company  issued  215,731  shares of common  stock to those  persons for this
purpose.

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" are the following:

         (i) The Company is a "development stage company" with limited operating
          history and

                                     - 22 -

<PAGE>



         unpredictability  of future revenues.  As demonstrated in the financial
         statements,  notes,  and the text of this disclosure the Company has an
         extremely   limited   operating   history  and  there  is  insufficient
         information  to  predict  future  revenues.   Past  operating   history
         indicates  that the data  generated by the Company is  insufficient  to
         make projections  which are reliable and that the probability of future
         operations being profitable is extremely doubtful.

         (ii) The Company  has a  dependence  upon  current  management  with no
         assurances of management  successfully executing the Company's business
         objectives or sustaining  any growth.  The current  management  has not
         been able to  generate  net  profits  from  operations  and there is no
         likelihood  of present  management  being able to generate  net profits
         from operations.

         (iii) The Company is subject to the voting  control of  management  and
         one  majority  shareholder  (Blue Ridge  Financial)  with no ability of
         investors  to effect a change of the  Company's  Board of  Directors or
         management. See the discussion of the Blue Ridge agreement, supra.

         (iv) There are no assurances of the Company's  profitability  or of the
         payment of any dividends. The Company has not generated any net profits
         for the past  calendar  year and  there  is no  assurance  that any net
         profits will be generated under the Company's plan of business.

         (v) The  Company is unable to place any  reliance  upon and assumes the
         unreliability  of the  projected  financial  information  contained  or
         referenced  herein,  and specifically,  would note 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)  There  are no  audited  financial  statements  at the time of the
         offering.

         (vii) There is a strong  possible  inability  to repay any  outstanding
         obligations when due.

         (viii) There is no escrow of offering proceeds.

         (ix) The Company has a present 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) There is substantial  uncertainty of governmental regulation of the
         Internet  and  the  Company's  business  and  that  will  severely  and
         negatively  impact  the  Company's  ability  to do  business  under its
         present business plan.

         (xi) The Company and management  have extremely  limited  marketing and
         related experience.

                                     - 23 -

<PAGE>



         (xii) There are  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,
         and such  conflicts  include the personal  interest in ownership of the
         subsidiary  as set  out in and  involving  the  Agreement  between  the
         Company,  Ron  Daniels,  and Blue  Ridge  Finance  Company,  Inc.  and,
         further,  the financial interest of the executive officers,  directors,
         and current  shareholders  in Company  operations  as  reflected by the
         share  ownership and related degree of control of the operations of the
         Company.

         (xiii) The majority of financial  risk of the Company's  operations are
         on the investors.

         (xiv) There is possible and probable  illiquidity  of an  investment in
         the Common  Shares of the Company  with no  assurance of any market for
         those shares.

         (xv) There are 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. While no software or hardware problems
have been  identified to date, the Company has not been active in these business
areas since January 1, 2000,  and such problems  could arise and interfere  with
Company  operations  when and if those areas are  resumed.  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,  (up to seventy  percent (70%)) for a term longer than six
months,  or permanently,  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.)

         Summary Financial Information and Key Ratios

<TABLE>
<CAPTION>
                                                     9/99              12/98            12/97             12/96
<S>                                                  <C>               <C>              <C>               <C>
         Total Revenue                               200               200              206               79
         Operating Income (Loss)                     (292)             (5)              28                3
</TABLE>

                                     - 24 -

<PAGE>


<TABLE>
<CAPTION>
<S>                                                  <C>               <C>              <C>               <C>
         Income (Loss) before income
                  taxes and Extraordinary Item       (1,122)           (12)             15                3
         Net Income (Loss)                           (455)             (12)             15                3
         Income (Loss) per share                     ($.09)            ($.00)           $.00              $.00
         Total Assets                                239               73               70                23
         Current Portion of Notes
         Payable and Long-Term Debt                  15                40               40                4
         Notes Payable and Long-Term
                  Debt, Less Current Portion         0                 0                0                 0
         Total Stockholders' Equity
                  (Deficit)                          94                (7)              4                 8
         Dividends Declared and Paid                 0                 0                19                0
</TABLE>

                  ***All amounts in thousands, except per share amounts.***

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.

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


                                     - 25 -

<PAGE>



         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 "sold"  unregistered  securities  outside the  offering
described  herein in the form of a  transfer  of shares  to Blue  Ridge  Finance
Company,  Inc.,  and certain  officers and directors as described  herein.  (The
transaction  with Blue Ridge  Finance  Company,  Inc. is described in Items 101,
202, and 303.) The Company does not believe that the October, 1999, transactions
with Mr.  Daniels,  Mr.  Edwards,  or Ms.  Brenner  constitute  "sales"  for the
purposes of this Item, but, rather,  reflect compensation for past, current, and
future  services.  However,  to the extent that the transaction  with Blue Ridge
Finance Company, Inc., and the officers and directors, as described herein, is a
"sale" of securities, the Company believes that such transaction was exempt from
registration  under federal  securities  laws pursuant to the  Securities Act of
1933, Regulation D, Rules 504, 505, and 506. See 15 U.S.C.  ss.77d(2); 17 C.F.R.
ss.ss.230.502, et seq.

         The  Company  is not an  "investment  company"  as defined by 17 C.F.R.
ss.230.505(a)  and the  transaction  with Blue Ridge  constituted a very limited
"offering" in that it was made only to a present  shareholder  (i.e. Blue Ridge)
and not offered to the public. The transfer of shares to Blue Ridge as described
herein was the product of  negotiations  between  that party and the Company and
did not  involve an  "offering"  to any other  member of the public or any third
party, except for officers and directors as described herein.

         The Company did no advertising or general offering involving the public
regarding the shares  transferred to Blue Ridge. The "aggregate  offering price"
of the transaction  involving Blue Ridge was less than  $1,000,000.00,  totaling
only $200,000.00. Blue Ridge, as the sole "purchaser" of the shares, constitutes
"less than  thirty-five  purchasers"  and Blue Ridge Financial is an "accredited
investor"  as  defined  in  both  state  and  federal  securities  statutes  and
regulations.

         Blue Ridge did not  acquire  the shares for resale and was aware of the
pending registration

                                     - 26 -

<PAGE>



but present unregistered status of the shares involved in the transaction.

         The  transaction  with Blue  Ridge was not  "integrated"  with the main
offering. See Note, 17 C.F.R. ss.230.502(a).  Further, the transaction with Blue
Ridge  was  not  part of a part  of a  single  plan  of  financing,  though  the
transaction  did  involve  the same  class of  securities  and the same  type of
consideration  was received.  (However,  the officers and directors who received
shares in the Blue Ridge  transaction did not pay cash for their shares, as more
fully  explained  herein.) The  transaction  with Blue Ridge was not made at the
same time as the general  offering  which is the subject of this  disclosure and
the Blue Ridge  transaction,  as more  fully  described  herein,  was more of an
"operating  capital"  transaction  that was not  anticipated  at the time of the
offering.



         Under a variety of federal regulations,  the Blue Ridge transaction was
an "exempt offering" of the securities of the Company.

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."





                         Exhibit List (Previously Filed)

Plan of Reorganization
Articles of Incorporation
By-Laws
Agreement with LandMark
Agreement with Blue Ridge Finance Company, Inc.
Computation of Earnings Per Share
Subsidiary of the Registrant
Financial Data Schedule
Accountants' Consent Regarding Opinion on Financial Statements
Additional Exhibits


                                     - 27 -

<PAGE>


                                    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.

March 1, 2000



                                      Tom Edwards
                                      Chief Operating Officer
                                      GoThink.Com, Incorporated


                                     - 28 -



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