As filed with the Securities and Exchange Commission on November 29, 1999
Registration No. 333-88083
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________________________
FORM SB-2
Amendment No-1
Registration Statement
Under the Securities Act of 1933
____________________________________
GUIDELOCATOR.COM, INC.
(Exact name of Registrant as specified in its charter)
TEXAS 7999 76-0611112
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification Number)
organization) Code Number)
THOMAS C. PRITCHARD
10710 ESTELLE CIRCLE 1111 BAGBY, 24TH FLOOR
MONTGOMERY, TEXAS 77356 HOUSTON, TEXAS 77002
(409) 597-7500 (713) 209-2950
(Address, and telephone number (Name, address and telephone number
of principal executive offices) of agent for service)
Copies to:
THOMAS C. PRITCHARD
BREWER & PRITCHARD, P.C.
1111 BAGBY, 24TH FLOOR
HOUSTON, TEXAS 77002
PHONE (713) 209-2950
FACSIMILE (713) 209-2921
_____________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering as
provided in Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed as provided in Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed as provided in Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made as provided in Rule
434, please check the following box. [ ]
_____________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE BEING OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
----------------------- ---------- ------------------ ------------------ -----------------
<S> <C> <C> <C> <C>
Common Stock(2) 1,074,000 $ 1.00 $ 1,074,000.00 $ 299
---------- ------------------ ------------------ -----------------
TOTAL . . . . . . . . . 1,074,000 $ 1.00 $ 1,074,000.00 $ 299
======================= ========== ================== ================== =================
<FN>
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule
457.
(2) The 1,074,000 shares are being offered for immediate sale by shareholders of the
registrant.
</TABLE>
_________________________
The registrant amends this registration statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the SEC, acting in accordance with Section 8(a), may
determine.
_____________________
<PAGE>
Subject to Completion, Dated November 29, 1999
Preliminary Prospectus
GUIDELOCATOR.COM, INC.
1,074,000 SHARES OF COMMON STOCK
This prospectus relates to the resale of 1,074,000 shares of our common
stock by some of our current stockholders, which is not being underwritten. We
will not receive any proceeds from the sale of these shares. The selling
stockholders may offer and resell our common stock under this prospectus for
their own account. Shares offered by the selling stockholders may be sold by
ordinary brokerage transactions in which a broker solicits purchases or in face
to face transactions between the selling stockholders and purchasers without a
broker. The selling stockholders will be responsible for any commissions or
discounts due to brokers or dealers. We will pay all of the other offering
expenses.
Each selling stockholder or dealer selling the common stock is required to
deliver a current prospectus upon the sale. In addition, for the purposes of
the Securities Act of 1933, selling stockholders may be deemed underwriters.
Therefore, the selling stockholders may be subject to statutory liabilities if
the registration statement, which includes this prospectus, is defective by
virtue of containing a material misstatement or failing to disclose a statement
of material fact. We have agreed to indemnify the selling stockholders
regarding this liability.
Our common stock is not currently traded on any exchange or on the OTC
Electronic Bulletin Board. Upon the effectiveness of this registration
statement, we intend to apply for a symbol on the OTC Electronic Bulletin Board,
although we can provide no assurance that we will be successful in doing so.
_____________________
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY
IF YOU CAN AFFORD A COMPLETE LOSS. WE URGE YOU TO READ THE "RISK FACTORS"
SECTION BEGINNING ON PAGE 4 ALONG WITH THE REST OF THIS PROSPECTUS BEFORE YOU
MAKE YOUR INVESTMENT DECISION.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
OF THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_____________________
The date of this prospectus is _________, 1999
ii
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
----
<S> <C>
Prospectus summary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Risk factors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Use of proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Dividend policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Management's discussion and analysis of financial condition and plan of operations. 8
Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Executive compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Principal stockholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Certain transactions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Description of capital stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Shares eligible for future sale . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Plan of distribution and selling stockholders . . . . . . . . . . . . . . . . . . . 20
Disclosure of commission position on indemnification for securities act liabilities 22
Market for common equity and related stockholder matters. . . . . . . . . . . . . . 22
Interest of named experts and counsel . . . . . . . . . . . . . . . . . . . . . . . 22
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Legal matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Where you can find more information . . . . . . . . . . . . . . . . . . . . . . . . 23
</TABLE>
<PAGE>
PROSPECTUS SUMMARY
To understand this offering fully, you should read the entire prospectus
carefully, including the risk factors beginning on page 4 and the financial
statements.
Our company We are an early development stage company that intends to
------------- provide Internet users the ability to search a database that
contains detailed information about fishing guides from around
the world.
Our service We intend to offer Internet users a quick and easy way to
--------------- search for fishing guides according to their interests via
our web site located at www.guidelocator.com. Our web site
will allow users to search for a fishing guide based on
area, the type of fish, fresh or salt water, lake, river,
bay or ocean, spin or fly fishing, length or type of boat,
number of people at a time and cost.
Our address Our address is 10710 Estelle Circle, Montgomery, Texas 77356.
Our phone number is (409) 597-7500.
THE OFFERING
Common stock
outstanding 2,574,000 shares
Shares of
common stock
to be resold
by selling
stockholders 1,074,000 shares.
Market for our
Common stock Our common stock is not traded on an exchange or on the OTC
Bulletin Board. We can provide no assurance that there will
be a market in the future for our common stock.
2
<PAGE>
SUMMARY FINANCIAL DATA
Our pro forma consolidated financial statements are provided for the period
from inception, July 14, 1999, through September 30, 1999. Our business
operations were minimal.
<TABLE>
<CAPTION>
PERIOD FROM INCEPTION JULY 14, 1999
THROUGH SEPTEMBER 30, 1999
<S> <C>
STATEMENT OF OPERATIONS DATA:
Revenues . . . . . . . . . . . . --
General administrative expenses. $ 34,191
Net operating income loss. . . . $ (34,191)
-------------------------------------
BALANCE SHEET DATA
Total assets . . . . . . . . . . $ 16,217
Note payable to officer. . . . . $ 10,000
Notes payable to individuals . . $ 37,296
Accrued interest payable . . . . $ 208
Stockholders' equity (deficit) . $ (31,917)
</TABLE>
3
<PAGE>
RISK FACTORS
WE HAVE NO OPERATING HISTORY FOR YOU TO EVALUATE.
We incorporated in the State of Texas in July 1999, have no operations or
revenues, and have nominal assets. As a start-up business, we are subject to
all the substantial risks inherent in the commencement of a new business
enterprise with new management. We can provide no assurance that we will be
able to successfully generate revenues, operate profitably, or make any
distributions to the holders of our securities. We have no business history
for you to analyze or to aid you in making an informed judgement as to the
merits of an investment in our securities. Any investment in our common stock
should be considered a high risk investment because you will be placing funds at
risk in an unseasoned start-up company with unforeseen costs, expenses,
competition and other problems to which start-up ventures are often subject.
As a development stage company, our prospects must be considered in light
of the risks, expenses and difficulties encountered in establishing a new
business in any industry. Such risks include, but are not limited to, an
evolving and unpredictable business model and the management of growth. To
address these risks, we must, among other things:
- establish a user base,
- implement and successfully execute our business and marketing
strategy,
- continue to develop and upgrade our technology and our web site,
- respond to competitive developments, and
- attract, retain, and motivate qualified personnel.
We can provide no assurance that we will be successful in addressing such
risks, and the failure to do so could have a material adverse effect on our
business. We can provide no assurance that we will become profitable in the
future.
OUR FINANCIAL STATEMENTS HAVE LIMITED SIGNIFICANCE AND YOU SHOULD NOT USE THEM
TO EVALUATE OUR PROSPECTS.
As a start-up company having recently been incorporated on July 14, 1999,
our audited financial statements which close on September 30,1999 represent a
short period of time. Thus, our financial statements will have limited
significance in rendering an evaluation of our prospects.
WE CURRENTLY HAVE NEGATIVE WORKING CAPITAL, LIMITED FUNDS, AND LIMITED SOURCES
OF LIQUIDITY. IF WE ARE UNABLE TO RAISE EXTERNAL FUNDING TO PROVIDE US WITH
WORKING CAPITAL BY MARCH 2000, WE MAY HAVE TO CURTAIL CURRENT OPERATIONS WHICH
WILL EFFECT OUR ABILITY TO CONTINUE AS A GOING CONCERN.
We require substantial capital to pursue our operating strategy and
currently have limited cash for operations. Until we can obtain revenues
sufficient to fund working capital needs, we will be dependent upon external
sources of financing. To date, we have no internal sources of liquidity and we
do not expect to generate any internal cash flow for the foreseeable future, if
at all. For the foreseeable future, we expect our source of working capital to
be from proceeds from our August 1999 offering in which we raised $37,000. The
net proceeds from the August 1999 offering provided us with the initial working
capital to begin designing our web site.
We estimate that our present working capital will provide us with
sufficient funding through March 2000. As estimates, we can provide no
assurance that the proceeds from the August 1999 offering will be sufficient to
cover cash requirements and if it appears that at any time that we are
approaching a condition of cash deficiency, we will be required to seek
additional equity or debt refinancing, curtail operations or otherwise bring
cash flow in balance. We estimate the cost to complete the web site will be
approximately $100,000 to $125,000, at a minimum. With our current working
capital balances, unless we are able to raise additional funds for working
capital purposes and web site development, we will not be able to complete our
web site as planned and our business may not be able to continue as a going
concern.
4
<PAGE>
AS A START-UP COMPANY, OUR OPERATING RESULTS MAY FLUCTUATE, WHICH MAY MAKE OUR
STOCK PRICE VOLATILE.
Based on our business and industry and as a start-up company, we expect to
experience significant fluctuations in our future operating results due to a
variety of factors, many of which are outside our control. Factors that may
adversely affect our operating results include:
- our ability to attract customers to our web site at a steady rate and
maintain customer satisfaction,
- the level of use of the Internet and online services and the
increasing consumer acceptance of the Internet and other online
services for the use of our services,
- the demand for our online services by advertisers and consumers,
including the number of searches performed by consumers and the rate
at which they click-through to paid search listing advertisements,
- our costs of attracting consumers to our web site, including costs of
receiving exposure on third-party web sites and advertising costs,
- costs and delays in introducing new services and improvements to
existing services,
- technical difficulties, system downtime, or Internet brownouts,
- government regulations related to the Internet, and
- general economic conditions, as well as those specific to the Internet
and related industries.
Once our web site is fully operational, financing permitted, we plan to
significantly increase our operating expenses, to expand our marketing
operations and fund greater levels of guide recruitment. As such, we expect to
operate at a loss for the foreseeable future. Revenue and operating results are
difficult to forecast because they generally depend upon many of the factors
discussed above, none of which we can predict due to our lack of business
history.
WE HAVE ISSUED PROMISSORY NOTES TO INVESTORS AS PART OF THE UNITS SOLD IN THE
AUGUST 1999 OFFERING AND WE HAVE NOT CREATED A SINKING FUND FOR THE REPAYMENT OF
THOSE NOTES. WE WILL NEED TO RAISE ADDITIONAL PROCEEDS TO MAKE PAYMENT OF THE
NOTES.
We issued $37,000 in the form of promissory notes as part of the units sold
in the August 1999 offering. The notes are 10% interest bearing notes, with
principal and interest payable one year from the date of execution. We have not
created any fund for repayment of the notes, and have not set aside any portion
of the proceeds from that offering for repayment of the notes. We do not expect
to generate internal cash flows from operations prior to the maturity date of
the notes. Therefore, in order to make payment on the notes, we will be
required to raise funds through the sale of debt, equity, or other convertible
securities. We have no commitments for such funding, and we can provide no
assurance that we will be able to raise such funding on favorable terms, if at
all. If we are not able to raise additional funding, we will default on the
notes. As such, although we are legally obligated to make payment on the notes,
there is no assurance that we will be financially able to do so, and it should
be assumed that if we are not able to raise additional proceeds prior to the
maturity date of the notes, we will not be able to make payment on the notes.
The notes are not collateralized by any real, personal, or other property. The
notes are unsecured and subordinate and junior in right of payment to the prior
payment in full of all other indebtedness.
5
<PAGE>
AS AN INTERNET COMPANY, WE ARE IN AN INTENSELY COMPETITIVE INDUSTRY AND ANY
FAILURE TO TIMELY IMPLEMENT OUR BUSINESS PLAN COULD HAVE A MATERIAL ADVERSE
EFFECT ON OUR BUSINESS AND YOUR INVESTMENT.
The Internet industry is highly competitive, and has few barriers to entry.
Although there are few competitors who offer the same or similar services of the
type we offer, we can provide no assurance that additional competitors will not
enter markets that we intend to serve. We believe that our ability to compete
depends on many factors both within and beyond our control, including the
following:
- the timing and market acceptance of the our business model,
- our ability to raise additional funds for business and web site
development,
- the effectiveness of our web site in attracting potential customers,
- our competitors' ability to gain market control, and
- the success of our marketing efforts.
If we are unable to efficiently and effectively institute our business plan, we
may never be able to establish our web site and become profitable.
OUR INDUSTRY DEPENDS ON DISCRETIONARY CONSUMER SPENDING, WHICH IF NEGATIVELY
AFFECTED, COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR REVENUES AND YOUR
INVESTMENT.
Our business opportunities are directly dependent upon the level of
consumer spending on recreational travel activities and related services, a
discretionary spending item. If discretionary consumer spending on recreational
travel activities declines, the travel industry may be adversely affected which
may in turn cause a decline in the use or need for our services which will
likely cause a reduction in our revenues. Our success depends upon a number of
factors relating to consumer spending, including future economic conditions
affecting disposable consumer income such as employment, business conditions,
interest rates, and tax rates. We can provide no assurance that consumer
spending in general or spending on recreational travel activities in particular
will not decline, thus adversely affecting our future viability and
profitability or that our business will not be adversely affected by future
downturns in the travel industry.
ANY RETURN ON YOUR INVESTMENT IN OUR COMMON STOCK WILL DEPEND ON YOUR ABILITY TO
SELL OUR COMMON STOCK AT A PROFIT AND WILL LIKELY NOT BE FROM THE RECEIPT OF
DIVIDENDS.
Some investors favor companies that pay dividends. We have never declared
or paid any dividends. In addition. we anticipate that we will not declare
dividends at any time in the foreseeable future. Instead, we will retain any
earnings for use in our business. As a result, your return on an investment in
our stock will likely depend on your ability to sell our stock at a profit. At
the present time, there is no market for our common stock, and we can provide no
assurance that a market will develop. If no market develops for our common
stock, your ability to sell our common stock will be severely limited.
WE NEED TO ATTRACT QUALIFIED PERSONNEL IN ORDER TO EFFECTIVELY EXECUTE OUR
BUSINESS PLAN.
Our future success depends, in significant part, on our ability to attract
qualified, motivated, local independent contractors who will oversee the
recruitment of fishing guides to enlist our services. If our management is
unable to hire and retain qualified independent contractors in these key
positions, our business will suffer.
6
<PAGE>
PENNY STOCK REGULATIONS MAY DECREASE YOUR ABILITY TO SELL OUR COMMON STOCK.
The SEC has adopted rules that regulate broker-dealer practices in
connection with transactions in penny stocks. PENNY STOCKS GENERALLY ARE EQUITY
SECURITIES WITH A PRICE OF LESS THAN $5.00. THE PENNY STOCK RULES REQUIRE A
BROKER-DEALER, PRIOR TO A TRANSACTION IN A PENNY STOCK NOT OTHERWISE EXEMPT FROM
THE RULES, TO DELIVER A STANDARDIZED RISK DISCLOSURE DOCUMENT PREPARED BY THE
SEC THAT PROVIDES INFORMATION ABOUT PENNY STOCKS AND THE NATURE AND LEVEL OF
RISKS IN THE PENNY STOCK MARKET. These disclosure requirements and others may
have the effect of reducing the level of trading activity in any secondary
market for a stock that becomes subject to the penny stock rules. Our
securities may be subject to the penny stock rules, and accordingly, investors
purchasing securities under this prospectus may find it difficult to sell their
securities in the future, if at all.
OUR INDUSTRY IS SUBJECT TO RAPID TECHNOLOGICAL CHANGE, THEREFORE, ANY INABILITY
BY OUR MANAGEMENT TO EFFECTIVELY RESPOND AND ADAPT TO THOSE CHANGES MAY EFFECT
OUR BUSINESS.
To remain competitive, we must continue to enhance and improve our web
site. The Internet and the online commerce industry are characterized by rapid
technological change that could render our existing web site obsolete. The
development of our web site entails significant technical and business risks.
We can give no assurance that we will successfully use new technologies
effectively or adapt our web site to customer requirements or emerging industry
standards. If we are unable, for technical, legal, financial, or other reasons,
to adapt in a timely manner in response to changing market conditions or
customer requirements, our business would be suffer.
A SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS CONTAINED IN THIS
PROSPECTUS.
Some of the statements contained in this prospectus, in particular the
"Risk factors," "Management's discussion and analysis of financial condition and
plan of operations," and "Business" sections, discuss future expectations,
contain projections of results of operation or financial condition or state
other "forward-looking" information. These statements are subject to known and
unknown risks, uncertainties, and other factors that could cause the actual
results to differ materially from those contemplated by the statements. The
forward-looking information is based on various factors and is derived using
numerous assumptions. Important factors that may cause actual results to differ
from projections include, for example:
- the success or failure of our efforts to implement our business
strategy,
- our ability to raise sufficient capital to meet operating
requirements,
- the uncertainty of consumer demand for our services,
- our ability to protect our intellectual property rights,
- our ability to compete with major established companies, and
- other risks which may be described in future filings with the SEC.
We do not promise to update forward-looking information to reflect actual
results or changes in assumptions or other factors that could affect those
statements.
7
<PAGE>
USE OF PROCEEDS
We will not receive any proceeds from the resale of securities by selling
shareholders.
DIVIDEND POLICY
We have not declared or paid cash dividends on our common stock to date.
Our current policy is to retain earnings, if any, to provide funds for operating
and expansion of our business. This policy will be reviewed by our board of
directors from time to time in light of, among other things, our earnings and
financial position.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our financial
statements.
GENERAL
We are a development stage company with no operating history. We were
incorporated in July 1999 and have conducted limited business operations as we
have had limited cash and assets. To date, we have concentrated on raising the
necessary capital in order to develop our web site. As of September 30, 1999,
we had not generated any revenues. Our fiscal year is June 30. The financial
information contained in this prospectus is for the period from inception, July
14, 1999, through September 30, 1999.
We have a limited operating history on which to base an evaluation of our
business and prospects. Our prospects must be considered in light of the risks,
expenses and difficulties frequently encountered by companies in their early
stages of development, particularly companies in new and rapidly evolving
markets such as online commerce. We will encounter various risks in
implementing and executing our business strategy. We can provide no assurance
that we will be successful in addressing such risks, and the failure to do so
could have a material adverse effect on our business.
From inception through September 30, 1999, we have utilized funds obtained
through a loan obtained from our sole director and executive officer, Ms. Ruth
Shepley. We have not recorded any revenues and have incurred net losses from
operations totaling approximately ($34,491) from inception through September 30,
1999.
Our current cash forecast indicates that there will be negative cash flow
from operations for the foreseeable future. We are currently seeking short-term
and long-term debt or equity financing sufficient to fund projected working
capital and web site development and marketing needs. However, we can provide
no assurance that we will be successful in raising funds, that the amount and
terms of any financing will be acceptable, or that profits from the sale of our
services in the future will be sufficient to fund our working capital, web site
development, and marketing expenditure requirements.
PLAN OF OPERATIONS FOR FISCAL 2000
Our initial administrative expenses were approximately $34,491 as of
September 30, 1999, which includes general and administrative expenses and
professional fees. These initial expenditures have been funded by proceeds from
a loan obtained from Ms. Shepley. Based on our current plan of operations it is
anticipated that our monthly operating expenditures for the next twelve months
will be approximately $2,500 per month, which includes administrative expenses,
marketing expenses, and professional fees. Our current cash reserves are $16,217
as of September 30, 1999. We estimate that our current working capital will
provide us with funding through March 2000. These cash reserves are from the
proceeds of the August 1999 offering. The foregoing are merely estimates, and
we can provide no assurance that unexpected expenses will not shorten the period
of time within which our funds may be utilized.
8
<PAGE>
We do not currently generate any revenues from the services we provide and
we do not expect to generate revenues for the foreseeable future. Therefore, we
must raise additional funding by March 2000 or we will have to curtail current
operations until we raise such funds. We must raise net proceeds in an amount
greater than $20,000, in order to continue our operations, at their current
level, through September 30, 2000, otherwise our business operations will be
limited to an extent not presently determinable by management, but which may
include the sale of assets or our ceasing to conduct operations. Furthermore,
we will not remain viable as a going concern and investors may lose their entire
investment, if we are unable to raise funds by March 2000. Although we have no
commitments for capital, we may raise additional funds through:
- public offerings of equity, securities convertible into equity or
debt,
- private offerings of securities or debt, or
- other sources.
Our investors should assume that any additional funding will cause substantial
dilution to current stockholders. In addition, we may not be able to raise
additional funds on favorable terms, if at all.
IMPACT OF YEAR 2000
The year 2000 poses potential problems for business and consumer computing,
particularly the functionality of software for two-digit storage of dates and
special meanings for certain dates such as 9/9/99. The year 2000 is also a leap
year, which may also lead to incorrect calculations, functions, or system
failure. The problem exists for many kinds of software, including software for
mainframes, PCs, and embedded systems.
In assessing the effect of the Year 2000 problem, we determined that there
existed two general areas that needed to be evaluated:
- internal infrastructure, and
- supplier/third-party relationships.
A discussion of the various activities related to assessment and actions
resulting from those evaluations is set forth below.
INTERNAL INFRASTRUCTURE.
We tested and verified that all of our personal computers, servers, and
software are Year 2000 compliant, and that no hardware or software needed to be
upgraded or replaced. The costs related to verifying and testing our equipment
and software have not been material to our business.
9
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SUPPLIERS/THIRD-PARTY RELATIONSHIPS.
We rely on outside vendors for water, electrical, and telecommunications
services and other infrastructure services. We do not intend to independently
evaluate the Year 2000 compliance of the systems utilized to supply these
services. However, we have received letters from our phone and electric
companies assuring us that they are Year 2000 compliant. In addition, we have
received letters from our Internet service provider and the company that hosts
our web site that their systems are Year 2000 compliant. We have not received
assurances from our water and sewage companies, but have requested such
assurances and expect to receive such assurances by December 31, 1999. We are
currently seeking a company to design our web site. Although we have not
entered any agreements, we will require assurances from any prospective designer
that its equipment and software are Year 2000 compliant.
CONTINGENCY PLANS.
Based on the actions taken to date and the assurances we have received, we
have not currently developed a formal contingency plan to be implemented as part
of our efforts to identify and correct Year 2000 Problems affecting our internal
systems. We plan to execute a complete file back-up and to shut our systems
down on December 31, 1999. However, if we deem it necessary, we may take the
following actions:
- short to medium-term use of backup equipment and software,
- increased work hours for our personnel, and
- other similar approaches.
If we are required to implement any of these contingency plans, such plans could
have a material adverse effect on our business. As discussed above, we are
reasonably certain that we have or will identify and resolve all Year 2000
problems that could materially adversely affect our business and operations.
10
<PAGE>
BUSINESS
GENERAL
GuideLocator.com, Inc. was incorporated in the State of Texas in July 1999.
We are a development stage company with the goal to provide users the ability to
search a database that contains detailed information about fishing guides from
around the world. Our service is intended to offer Internet users a quick and
easy way to search for fishing guides according to their interests via the
Internet on our web site located at www.guidelocator.com. The web site is
currently on-line but is still under construction and not fully operational.
Once completed, the web site will allow users to search for a fishing guide
based on:
- area of the country,
- the type of fish,
- fresh or salt water,
- lake, river, bay or ocean,
- spin or fly fishing,
- length or type of boat,
- number of people at a time, and
- cost.
In addition, the web site should allow users to send in comments on guides
they have used in the past, as well as provide a chat room to ask and answer
questions.
Although we currently have no operations and have not generated any
revenues from operations, once our web site is completed we intend to generate
revenues by charging fishing guides a small fee to be listed in our database and
through advertising revenues from advertisements placed on our web site. Our
web site will initially focus on the Lake Conroe, Texas area, however, our
strategy is to expand our services in the future to the Gulf Coast region, the
rest of Texas and United States, and ultimately expand our services to the
international level.
INDUSTRY BACKGROUND
The Internet and world wide web
The Internet is a global collection of thousands of computer networks
interconnected to enable commercial organizations, educational institutions,
government agencies and individuals to communicate electronically, access and
share information, and conduct business. The Internet was historically used by
a limited number of academic institutions, defense contractors and government
agencies. It was used primarily for remote access to host computers and for
sending and receiving electronic mail. Presently, commercial organizations and
individuals are dominating the use of the Internet. Recent technological
advances, improved microprocessor speed and the development of easy-to-use
graphical user interfaces, combined with cultural and business changes, have
enabled the Internet to be integrated into the operations, strategies, and
activities of countless commercial organizations and individuals.
The Internet and the world wide web have introduced fundamental and
structural changes in the way information can be produced, distributed and
consumed, lowering the cost of publishing information and extending its
potential reach. The web, by facilitating the exchange of information, is
dramatically increasing the amount of information available to users.
11
<PAGE>
Growth of the Internet and web-based advertising
The Internet is an increasingly significant global medium for
communications, content and online commerce. Growth in Internet usage has been
fueled by a number of factors, including:
- the large and growing installed base of personal computers in the
workplace and home,
- advances in the performance and speed of personal computers and
modems,
- improvements in network infrastructure,
- easier and cheaper access to the Internet, and
- increased awareness of the Internet among businesses and consumers.
Web-based advertising is relatively new, and it is difficult to predict the
extent of further growth, if any, in web advertising expenditures. The Internet
may not prove to be a viable commercial marketplace for a number of reasons,
including the lack of acceptable security technologies, potentially inadequate
development of the necessary infrastructure, or the lack of timely development
and commercialization of performance improvements. The number of companies
selling web-based advertising and the available inventory of advertising space
has recently increased substantially. Accordingly, companies may face increased
pricing pressure for the sale of advertisements, which could reduce potential
advertising revenues.
BUSINESS STRATEGY
Our mission is to become a market leader in providing top quality content
and information about fishing guides from around the world. This strategy is
founded on:
- Web page design. Designing a quality web page that is easy to use and
provides maximum customer satisfaction,
- Attracting fishing guides. Providing fishing guides a free listing
until we prove that they will benefit from being listed within our
service, at which time we expect to charge guides a small monthly fee
to retain their listing,
- Outsourcing. Hiring independent contractors to enlist fishing guides
to use our service, and
- Intensive marketing effort. Implementing an intensive marketing
campaign.
First and foremost, our goal is customer satisfaction. This strategy
begins by developing a web site that is user friendly, appealing to customers,
informative and entertaining. We believe that all of these factors will create
a greater likelihood that customers will return to our site creating greater
traffic. We have interviewed approximately 15 to 20 fresh and salt water
fishing guides and 50 fisherman in and around the Lake Conroe area to determine
what web site features they would like on a fishing guide web site and to
determine its usefulness. We intend to incorporate their comments and
suggestions to create a more useful and appealing web site. We are currently
taking bids from prospective web page designers for the design and service of
our web site, and are awaiting funding until we proceed with further
development. We have no current commitments of capital to proceed with such
development. We have received estimates that the cost to complete our web site
will cost approximately $100,000 to $125,000.
12
<PAGE>
The second step to expanding and developing our business lies in our
ability to attract fishing guides to use and enlist our services. Initially,
this will be done by allowing guides to be listed on our web site free of charge
for a limited time. If we are able to establish ourselves as a recognizable
benefit to the fishing guides, we will expect to charge a small monthly fee. We
have listed on our web site, numerous guides in the Lake Conroe area and we are
in the process of attempting to list more guides in the area. We have contacted
a majority of the guides there, and expect to add many of those guides to our
site by January 2000. Provided we are able to raise additional capital to
develop our web site, we intend to expand our coverage outside the Lake Conroe
area by January 2001.
Next, we must attract and hire independent contractor sales representatives
in areas where there are a significant number of guides to warrant our service.
We will hire service representatives in these regions to locate and sell the
guide listings and the local advertising. We will initially provide guide
listings free of charge for a limited time. These independent contractors will
also be responsible for contacting fishing guides listed on our web site and
obtaining names of clients so that we may attempt to get comments regarding the
fishing guides service. We have not hired any service representatives as of
November 15, 1999, and we do not currently anticipate hiring any until we raise
additional capital to more fully develop our web site. Service representatives
will be paid based on their sales performance, initially earning a set amount
for the first few months provided they reach certain performance levels. Our
strategy is to hire as many sales representatives as possible until we cover
approximately 60% of the most desirable territories in the US. We estimate that
it will take a minimum of two years to reach that level.
Finally, our strategy will focus on instituting an intensive marketing and
promotional campaign. Initially, we intend to enter advertising agreements with
on-line companies with similar target audiences. In addition, subject to
adequate funding to develop our web site and expand our coverage, we intend to:
- advertise in fishing, hunting and outdoors magazines, and
- set up promotional booths at fishing shows and to be a sponsor in
various fishing tournaments.
MARKETING STRATEGY
We currently plan to market our services in-house. We plan to implement a
marketing program that is aimed at attracting and retaining:
- fishing guides who are listed on our web site,
- consumers who use our web site to find fishing guides, and
- web site customers who use our web site for advertising and other
commercial activities.
Initially, we intend to enter advertising agreements or link exchange
programs with on-line companies with similar target audiences. Although we have
selected companies and organizations with whom we would like to enter
advertising agreements with, we have not contacted them as of November 15, 1999.
We intend to initially attract these companies to advertise on our web site by
creating banners and links to their web site on our web site free of cost. Once
we are able to expand our coverage to a majority of the areas around the U.S.
and can generate substantial traffic on our web site, we plan to institute a
cost based advertising program that charges advertisers. Also, we plan to enter
into link exchange programs which will provide that we post links to other web
sites in exchange for their posting links to our web site on their web site. We
intend to limit our promotions solely to the Internet for at least the next
year. If we obtain adequate financing or are able to generate significant
revenues, we plan to increase our marketing expenditures by setting up
promotional booths at fishing shows, sponsoring fishing tournaments, and by
advertising in fishing, hunting, and outdoors magazines.
We have received authorization from the companies whose web sites we
currently have links to on our web site, to provide such links. We currently do
not receive any compensation for providing such links, but upon further
development of our web site and increased traffic, we expect to charge for such
service.
13
<PAGE>
We plan to attract fishing guides through direct contact. We have obtained
lists of fishing guides in the Lake Conroe area through the phone book, marinas
and fishing equipment supply stores. We intend to obtain lists in other areas
or regions through similar methods. Since our services currently only cover the
Lake Conroe area, we are in the process of contacting all the area fishing
guides. We have contacted a majority of the guides in the Lake Conroe area, and
expect to add many of those guides to our site by January 2000.
We intend to generate traffic to our web site by search engine placement,
link exchange programs and targeted e-mail lists. We will also offer a news
letter subscription service in an attempt to attract repeat and referral traffic
to our site.
Our ability to execute our marketing strategy is directly dependent on the
amount of funds we have available. If we are unable to raise additional funds
to develop our web site and to expand our coverage outside Lake Conroe, we will
be unable to effectively execute our business and marketing strategy.
COMPETITION
The market for commercial uses of the Internet are new and rapidly
evolving, and competition is expected to increase significantly in these
markets, as barriers to entry are relatively insubstantial. We believe that our
ability to compete depends on many factors both within and beyond our control,
including the following:
- the timing and market acceptance of our business model,
- the effectiveness of our web site in attracting potential customers
for our products,
- the number and types of strategic relationships we enter into,
including e-commerce partnerships, and
- the success of our marketing efforts.
At this time, there is one other web site of which we are aware that offers
the variety of services that we propose to offer. That site is
outdoorinternational.com and it is expected that this web site will be a primary
competitor. Outdoorinternational.com offers many of the same features that we
will offer, but it does not currently offer the capability of paying by credit
card, a bulletin board type chat room, or our reviews and comments about the
different guides. We have interviewed fishermen and guides and have come to the
conclusion that these features are desired by both groups. It should be
expected that in the future we will compete with additional companies, many of
which may have greater financial resources than our company. We can provide no
assurance that we will be able to successfully compete in this market.
GOVERNMENT REGULATION
We are not currently subject to direct regulation by any governmental
agency, other than regulations applicable to businesses generally, and laws or
regulations directly applicable to online commerce. However, due to the
increasing popularity and use of the Internet and other online services, it is
possible that a number of laws and regulations may be adopted with respect to
the Internet or other online services covering issues such as user privacy,
pricing, content, copyrights, distribution, and characteristics and quality of
products and services. Furthermore, the growth and development of the market
for online commerce may prompt calls for more stringent consumer protection laws
that may impose additional burdens on those companies conducting business
online. The adoption of any additional laws or regulations may decrease the
growth of the Internet or other online services, which could, in turn, decrease
the demand for our services and increase our cost of doing business. Moreover,
the applicability to the Internet and other online services of existing laws in
various jurisdictions governing issues such as property ownership, sales and
other taxes, libel and personal privacy is uncertain and may take years to
resolve. Any such new legislation, the application of laws and regulations from
jurisdictions whose laws do not currently apply to our business, or the
application of existing laws to the Internet could have a material adverse
affect on our business.
14
<PAGE>
EMPLOYEES
At November 15, 1999, we employed one full-time employee, Ms. Shepley.
However, at the present time Ms. Shepley does not receive any compensation, and
will not receive any compensation for her services until we begin operations.
Ms. Shepley received 1,500,000 shares of common for developing a business plan
and for services rendered. Ms. Shepley dedicates approximately 40 hours a week
to GuideLocator.
We plan to hire independent contractors once the web site becomes operational
and once we are able to expand our operations. Our goal is to hire one
individual per geographic fishing area, whose primary responsibilities will
include signing fishing guides up to become listed on our service, obtaining
comments from persons using the fishing guides service, and selling ad space on
the web site.
LEGAL PROCEEDINGS
There are currently no legal proceedings pending to which the we are a
party or to which any of our properties are subject.
FACILITIES
Our headquarters are presently located in a 300 square foot office space
owned by Ruth Shepley at 10710 Estelle Circle, Montgomery, Texas 77356. We
currently do not pay rent, nor have we entered into a lease with Ms. Shepley.
We may be required to pay rent in the future.
15
<PAGE>
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
OUR SOLE DIRECTOR AND EXECUTIVE OFFICER IS:
NAME AGE POSITION
--------------- --- ---------------------------------
Ruth E. Shepley 55 Director, President and Secretary
--------------- --- ---------------------------------
Ruth E. Shepley has served as our director, president and secretary since
inception. Ms. Shepley is an entrepreneur. Since January 1998, Ms. Shepley has
been president of Financial Broker Relations, a public relations firm
specializing in working with small cap companies. In December 1979, Ms. Shepley
began Speedy Printing with one employee and sold it in March 1992. From
September 1992 to August 1994, she operated a telephone marketing service. In
September 1995, Ms. Shepley published a printed directory of all the services
available to single adults in Houston, Texas. The book was sold and distributed
in national chain stores, but was recently sold to an enterprise that is
expanding the book's concept to a national level. The information gathering,
marketing, and advertising sales skills she performed while producing the
singles directory is similar to the operations she will oversee for our company.
AS PROVIDED IN OUR BY-LAWS, EACH DIRECTOR IS ELECTED ANNUALLY BY OUR
STOCKHOLDERS AT OUR ANNUAL MEETING. OUR OFFICERS SERVE AT THE DISCRETION OF THE
BOARD OF DIRECTORS.
EXECUTIVE COMPENSATION
The following table contains compensation data for our chief executive
officer from inception until the date of this prospectus:
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
---------------------- -----------
Restricted
-----------
Name and Principal Position Fiscal Year Salary Stock Award
------------------- ---------------------- -----------
<S> <C> <C> <C>
Ruth E. Shepley,
Chief Executive Officer . . 1999 -- 1,500,000
------------------- ---------------------- -----------
</TABLE>
We issued Ms. Shepley 1,500,000 in July 1999 for services rendered. We do
not currently have any employment agreements.
STOCK OPTIONS AND WARRANTS
In September 1999, the board of directors approved and our stockholders
adopted the 1999 Incentive Stock Option Plan. As provided in the plan, options
to purchase 500,000 shares of common stock may be granted to employees,
officers, directors, and consultants of GuideLocator. Options granted under the
plan generally expire five to ten years after the date of grant. Currently, no
options to purchase shares have been issued.
16
<PAGE>
LIMITATION OF DIRECTORS' LIABILITY
Our articles of incorporation and by-laws eliminate, subject to the
exceptions listed below, the personal liability of our directors for monetary
damages for breaches of fiduciary duty by such directors. The articles of
incorporation and by-laws do not permit eliminating or limiting the personal
liability of a director for:
- any breach of the director's duty of loyalty to GuideLocator or our
stockholders,
- acts or omissions not in good faith that constitutes a breach of duty
of the director or which involve intentional misconduct or a knowing
violation of law,
- any transaction from which such director derives an improper personal
benefit, whether or not the benefit resulted from an action taken
within the scope of the director's office, or
- an act or omission for which the liability of a director is expressly
provided by an applicable statute.
This provision of the articles of incorporation and by-laws will limit the
remedies available to the stockholder who is dissatisfied with a decision of the
board of directors protected by this provision, and such stockholder's only
remedy may be to bring a suit to prevent the action of the board. This remedy
may not be effective in many situations, because stockholders are often unaware
of a transaction or an event prior to the board's action in respect of such
transaction or event. In these cases, our stockholders and GuideLocator could
be injured by a board's decision and have no effective remedy.
PRINCIPAL STOCKHOLDERS
The table below sets forth the beneficial ownership of common stock of our
directors, officers, and holders of five percent or more of our common stock,
and the officers and directors as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
NAME AND ADDRESS COMMON STOCK
OF BENEFICIAL OWNERS BENEFICIALLY OWNED PERCENTAGE OF OWNERSHIP
------------------- ------------------------
<S> <C> <C>
Ruth Shepley 1,500,000 58.3%
All officers and directors
as a group (1 person) 1,500,000 58.3%
------------------- ------------------------
</TABLE>
Ms. Shepley's principal business address is 10710 Estelle Circle,
Montgomery, Texas 77356. Ms. Shepley received all her shares of common stock
for services rendered.
17
<PAGE>
CERTAIN TRANSACTIONS
We issued a $10,000 promissory note to Ms. Shepley on July 14, 1999. The
note bears interest at a rate of 10% per annum and is due August 30, 2001.
However, the note must be paid in full upon the occurrence of either of the
following events:
- a change in control of GuideLocator, as defined in the promissory
note, or
- the completion of an equity financing which raises in the aggregate at
least $250,000, in the form of one equity transaction or in the form
of a series of equity transactions within a six month period.
Our office is located in a building owned by Ms. Shepley. We currently do
not pay rent and we have not entered into a lease agreement. In July 1999, we
issued Ms. Shepley 1,500,000 shares of our common stock for services rendered.
DESCRIPTION OF CAPITAL STOCK
COMMON STOCK
We are authorized to issue up to 10,000,000 shares of common stock. As of
November 15, 1999 there were 2,574,000 shares of common stock issued and
outstanding that were held of record by approximately forty-two shareholders.
No shares have been reserved for issuance upon the exercise of warrants or
options.
The holders of shares of common stock are entitled to one vote per share on
each matter submitted to a vote of stockholders. In the event of liquidation,
holders of common stock are entitled to share ratably in the distribution of
assets remaining after payment of liabilities, if any. Holders of common stock
have no cumulative voting rights, and, accordingly, the holders of a majority of
the outstanding shares have the ability to elect all of the directors. Holders
of common stock have no preemptive or other rights to subscribe for shares.
Holders of common stock are entitled to such dividends as may be declared by the
board of directors out of funds legally available. The outstanding common stock
is, and the common stock to be outstanding upon completion of this offering will
be, validly issued, fully paid and non-assessable.
PREFERRED STOCK
We are authorized to issue of up to 2,000,000 shares of preferred stock.
We have no present plans for the issuance of such preferred stock. The issuance
of such preferred stock could adversely affect the rights of the holders of
common stock and, therefore, reduce the value of the common stock. In addition,
the issuance of preferred stock, while providing desirable flexibility in
connection with possible acquisitions, financings, and other corporate purposes,
could have the effect of making it more difficult or discouraging a third party
from acquiring a controlling interest in us. In many cases, shareholders
receive a premium for their shares in a change of control, and these provisions
will make it somewhat less likely that a change in control will occur or that
shareholders will receive a premium for their shares if a change of control does
occur.
TEXAS TAKEOVER STATUTE.
Upon completion of this offering, we will be subject to the Texas takeover
laws. Texas law prohibits a Texas corporation which is an issuing public
corporation from engaging in any business combination with any affiliated
shareholder for a period of three years following the date that the shareholder
became an affiliated shareholder, unless:
- prior to such date, the board of directors of the corporation approved
either the business combination or the transaction that resulted in
the shareholder becoming an affiliated shareholder; or
- the business combination is approved by at least two-thirds of the
outstanding voting shares that are not beneficially owned by the
affiliated shareholder or an affiliate or associate of the affiliated
shareholder at a meeting of shareholders called not less than six
months after the affiliated shareholder's share acquisition date.
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<PAGE>
In general, Texas takeover law defines an affiliated shareholder as any
entity or person beneficially owning 20% or more of the outstanding voting stock
of the issuing public corporation and any entity or person affiliated with or
controlling or controlled by such entity or person. Furthermore, it defines a
business combination to include, among other similar types of transactions, any
merger, share exchange, or conversion of an issuing public corporation involving
an affiliated shareholder.
These laws may have the effect of inhibiting a non-negotiated merger or
other business combination that we may be involved in.
TRANSFER AGENT
American Registrar & Transfer Company serves as the transfer agent for the
shares of common stock.
SHARES ELIGIBLE FOR FUTURE SALE
Upon the date of this prospectus, there are 2,574,000 shares of our common
stock outstanding. Upon the effectiveness of this registration statement, the
1,074,000 shares of common stock to be resold pursuant to this prospectus will
be eligible for immediate resale in the public market if and when any market for
the common stock develops. The remaining 1,500,000 shares, which are held by
Ms. Shepley, are restricted shares within the meaning of Rule 144 under the
Securities Act, and are subject to the resale provisions of Rule 144.
In general, under Rule 144, a person who has beneficially owned, for at
least one year, shares of common stock that have not been registered under the
Securities Act or that were acquired from an affiliate of GuideLocator is
entitled to sell within any three-month period the number of shares of common
stock that does not exceed the greater of :
- one percent of the number of then outstanding shares of common stock,
or
- the average weekly reported trading volume during the four calendar
weeks preceding the sale.
Sales under Rule 144 are also subject to notice and manner of sale requirements
and to the availability of current public information and must be made in
unsolicited brokers' transactions or to a market maker. A person who is not an
affiliate of GuideLocator under the Securities Act during the three months
preceding a sale and who has beneficially owned such shares for at least two
years is entitled to sell the shares under Rule 144 without regard to the
volume, notice, information and manner of sale provisions. Affiliates must
comply with the restrictions and requirements of Rule 144 when transferring
restricted shares even after the two year holding period has expired and must
comply with the restrictions and requirements of Rule 144 in order to sell
unrestricted shares.
Prior to the offering, there has been no market for our common stock. No
predictions can be made of the effect, if any, that market sales of shares of
common stock or the availability of such shares for sale will have on the market
price prevailing from time to time. Nevertheless, sales of significant amounts
of our common stock could adversely affect the prevailing market price of the
common stock, as well as impair our ability to raise capital through the
issuance of additional equity securities.
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<PAGE>
PLAN OF DISTRIBUTION AND SELLING STOCKHOLDERS
RESALE OF COMMON STOCK BY SELLING STOCKHOLDERS
This prospectus relates to the resale of 1,074,000 shares of common stock
by the selling stockholders. The table below sets forth information with
respect to the resale of shares of common stock by the selling stockholders. We
will not receive any proceeds from the resale of common stock by the selling
stockholders for shares currently outstanding. Assuming all shares of common
stock in the following tables are sold, none of the selling stockholders will
own greater than 1% of our common stock.
<TABLE>
<CAPTION>
AMOUNT OFFERED
SHARES BENEFICIALLY ASSUMING ALL SHARES
STOCKHOLDER OWNED BEFORE RESALE IMMEDIATELY SOLD
------------------------------------------------- ------------------- -------------------
<S> <C> <C>
S.R.Z. Anfous 2,000 2,000
------------------------------------------------- ------------------- -------------------
John Blausey 2,000 2,000
------------------- -------------------
Robert Buck 2,000 2,000
------------------- -------------------
Deborah Calandrella 2,000 2,000
------------------- -------------------
Stephen C. Calandrella 2,000 2,000
------------------- -------------------
Cheryl Clark 100,000 100,000
------------------- -------------------
Diversified Investors Capital Services N.A., Inc. 2,000 2,000
------------------- -------------------
EWMW, L.P. 2,000 2,000
------------------- -------------------
Jeanne Fearnow 100,000 100,000
------------------- -------------------
Michael Fearnow 100,000 100,000
------------------- -------------------
Dan R. Filson 2,000 2,000
------------------- -------------------
Troy Getz 100,000 100,000
------------------- -------------------
Z.R. Hannaibrahim 2,000 2,000
------------------- -------------------
W. Donald Haugen 2,000 2,000
------------------- -------------------
Walter Hill 104,000 100,000
------------------- -------------------
Jack Howard 2,000 2,000
------------------- -------------------
Anthony Huang 2,000 2,000
------------------- -------------------
Curtis Huntsinger 100,000 100,000
------------------- -------------------
Raouf Ibrahim 2,000 2,000
------------------- -------------------
Theodore Lakos 2,000 2,000
------------------- -------------------
David Lennox 2,000 2,000
------------------- -------------------
Davina Lockhart 4,000 4,000
------------------- -------------------
20
<PAGE>
Kyla Lockhart 2,000 2,000
------------------- -------------------
Tiffany Lockhart 2,000 2,000
------------------- -------------------
Logue, Inc. 2,000 2,000
------------------- -------------------
David Maharam 2,000 2,000
------------------- -------------------
Pat Mitchell 100,000 100,000
------------------- -------------------
Nabil M. Murad & Muna D. Murad 2,000 2,000
------------------- -------------------
Nest Management 5,000 2,000
------------------- -------------------
Nest USA 5,000 2,000
------------------- -------------------
Network Marketing Resource, Inc. 2,000 2,000
------------------- -------------------
John Orton 2,000 2,000
------------------- -------------------
Terri Orton 2,000 2,000
------------------- -------------------
Andrew Piper 2,000 2,000
------------------- -------------------
Troy Pope 100,000 100,000
------------------- -------------------
Brewer & Pritchard, P.C 100,000 100,000
------------------- -------------------
Beatrice Pulido 2,000 2,000
------------------- -------------------
Herman Pulido 2,000 2,000
------------------- -------------------
Ted Schwartz 2,000 2,000
------------------- -------------------
Sally Welborn 100,000 2,000
------------------- -------------------
Rex D. Wolfe 2,000 2,000
------------------------------------------------- ------------------- -------------------
</TABLE>
Brewer & Pritchard, P.C. is counsel for GuideLocator in connection with
this registration statement and in giving an opinion on the validity of the
securities being registered.
The 1,074,000 shares offered by the selling stockholders may be sold by one
or more of the following methods, without limitation:
- ordinary brokerage transactions and transactions in which the broker
solicits purchases; and
- face-to-face transactions between sellers and purchasers without a
broker-dealer. In effecting sales, brokers or dealers engaged by the
selling stockholders may arrange for other brokers or dealers to
participate.
Brokers or dealers may receive commissions or discounts from the selling
stockholders in amounts to be negotiated. Brokers and dealers and any other
participating brokers or dealers may be deemed to be underwriters within the
meaning of the Securities Act, in connection with any sales. The selling
stockholder or dealer effecting a transaction in the registered securities,
whether or not participating in a distribution, is required to deliver a
prospectus. As a result of these shares being registered under the Securities
Act, holders who subsequently resell the shares to the public may be deemed to
be underwriters with respect to the shares of common stock for purposes of the
Securities Act with the result that they may be subject to statutory liabilities
if the registration statement to which this prospectus relates is defective by
virtue of containing a material misstatement or omitting to disclose a statement
of material fact. We have agreed to indemnify the selling stockholders
regarding such liability.
21
<PAGE>
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the small
business issuer as provided in the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities,
other than the payment by the small business issuer of expenses incurred or paid
by a director, officer or controlling person of the small business issuer in the
successful defense of any action, suit or proceeding, is asserted by such
director, officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Currently, there is no public trading market for our securities and we can
provide no assurance that any market will develop. If a market develops for our
securities, it will likely be limited, sporadic and highly volatile. As of
November 15, 1999, there were approximately 42 shareholders of record.
INTEREST OF NAMED EXPERTS AND COUNSEL
Principals of Brewer & Pritchard, P.C. own 100,000 shares of common stock.
EXPERTS
The financial statements of GuideLocator appearing in this Form SB-2
registration statement have been audited by Malone & Bailey, PLLC, independent
auditors, as set forth in their report on page F-1, and are included in reliance
upon such report given upon the authority of such firm as experts in accounting
and auditing.
LEGAL MATTERS
Certain legal matters with respect to the issuance of shares of common
stock offered by this prospectus will be passed upon by Brewer & Pritchard,
P.C., Houston, Texas.
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<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
At your request, we will provide you, without charge, a copy of any
document filed as exhibits in this prospectus. If you want more information,
write or call us at:
Attention: Ruth Shepley, President
GuideLocator.com, Inc.
10710 Estelle Circle
Montgomery, Texas 77356
(409) 597-7500
Our fiscal year ends on June 30. We intend to become a reporting company
and file annual, quarterly and current reports with the SEC. You may read and
copy any reports, statements, or other information we file at the SEC's public
reference room at 450 Fifth Street, N.W., Washington D.C. 20549. You can
request copies of these documents, upon payment of a duplicating fee by writing
to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on
the operation of the public reference rooms. Our SEC filings are also available
to the public on the SEC Internet site at http:\\www.sec.gov.
23
<PAGE>
1,074,000 Shares
GuideLocator.com, Inc.
Prospectus
Common Stock
_________, 1999
YOU SHOULD ONLY RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
CONTAINED IN THIS PROSPECTUS. THE SELLING SECURITY HOLDERS ARE OFFERING TO
SELL, AND SEEKING OFFERS TO BUY, SHARES OF COMMON STOCK ONLY IN JURISDICTIONS
WHERE OFFERS AND SALES ARE PERMITTED. THE INFORMATION CONTAINED IN THIS
PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE
TIME OF DELIVERY OF THIS PROSPECTUS OR OF ANY SALE OF COMMON STOCK.
<PAGE>
<TABLE>
<CAPTION>
GUIDELOCATOR.COM, INC.
(A Development Stage Company)
BALANCE SHEET
September 30, 1999
<S> <C>
ASSETS
Cash $ 16,217
=========
LIABILITIES
Note payable to officer $ 10,000
Notes payable to individuals 37,926
Accrued interest payable 208
---------
Total Liabilities 48,134
---------
STOCKHOLDERS' EQUITY
Preferred stock, $.001 par, 2,000,000 shares
authorized, no shares issued or outstanding
Common stock, $.001 par, 10,000,000 shares
authorized, 2,574,000 shares issued and
outstanding 2,574
Deficit accumulated during the
development stage (34,491)
---------
Total Stockholders' Equity (31,917)
---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 16,217
=========
</TABLE>
F-1
<PAGE>
<TABLE>
<CAPTION>
GUIDELOCATOR.COM, INC.
(A Development Stage Company)
STATEMENT OF EXPENSES
Period from July 14, 1999 (Inception)
Through September 30, 1999
<S> <C>
Administrative expenses $ 34,491
---------
Net (loss) $(34,491)
=========
</TABLE>
F-2
<PAGE>
<TABLE>
<CAPTION>
GUIDELOCATOR.COM, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the period from July 14, 1999 (Inception)
Through September 30, 1999
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (deficit) accumulated during
the development stage $(34,491)
Adjustments to reconcile net (deficit)
to cash used by operating activities:
Stock issued for services 1,500
Increase in accrued interest payable 208
---------
NET CASH USED BY OPERATING ACTIVITIES (32,783)
CASH FLOWS FROM FINANCING ACTIVITIES
Note payable to officer 10,000
Notes payable to individuals 37,926
Sales of stock 1,074
---------
NET CASH FLOWS FROM FINANCING ACTIVITIES 49,000
---------
NET INCREASE IN CASH, and ending cash balance $ 16,217
=========
</TABLE>
F-3
<PAGE>
GUIDELOCATOR.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of GuideLocator.com,
Inc. have been prepared in accordance with generally accepted accounting
principles and the rules of the Securities and Exchange Commission ("SEC"), and
should be read in conjunction with the audited financial statements and notes
thereto contained in the Company's Registration Statement filed with the SEC on
Form SB-2. In the opinion of management, all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of financial position
and the results of operations for the interim periods presented have been
reflected herein. The results of operations for interim are not necessarily
indicative of the results to be expected for the full year. Notes to the
financial statements which would substantially duplicate the disclosure
contained in the audited financial statements for the period from July 14, 1999
(Inception) through July 31, 1999, as reported in the SB-2, have been omitted.
NOTE 2 - NOTES PAYABLE TO INDIVIDUALS
The Company raised $38,000 from the sale of common stock and notes payable
during the current quarter. Each investor received 2,000 shares of stock and a
$1,000 note payable, in exchange for each $1,000 in cash loaned to the Company.
The notes bear interest at 10%, are payable only on in Company common stock and
at note maturity. Note maturity occurs on the earlier of (a) August 30, 2001,
(b) a change in control, or (c) receipt of at least $250,000 proceeds from sale
of stock in any 6-month period.
F-4
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Texas law authorizes corporations to limit or eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breach of directors' fiduciary duty of care. Our articles of
incorporation limit the liability of our directors and our stockholders to the
fullest extent permitted by Texas law. Specifically, directors will not be
personally liable for monetary damages for breach of a director's fiduciary duty
as a director, except for liability for:
(1) any breach of the director's duty of loyalty to GuideLocator or our
stockholders,
(2) acts or omissions not in good faith that constitute a breach of duty
of the director to GuideLocator or an act or omission which involves
intentional misconduct or a knowing violation of law,
(3) an act or omission for which the liability of a director is expressly
provided by an applicable statute, or
(4) any transaction from which the director received an improper personal
benefit, whether the benefit resulted from an action taken within the
scope of the director's office.
The inclusion of this provision in the articles of incorporation may have
the effect of reducing the likelihood of derivative litigation against
directors, and may discourage or deter stockholders or management from bringing
a lawsuit against directors for breach of their duty of care, even though such
an action, if successful, might otherwise have benefitted GuideLocator and our
stockholders.
Our articles of incorporation provide for the indemnification of our
executive officers and directors, and the advancement to them of expenses in
connection with any proceedings and claims, to the fullest extent permitted by
Texas law. The articles of incorporation include related provisions meant to
facilitate the indemnities' receipt of such benefits. These provisions cover,
among other things:
(1) specification of the method of determining entitlement to
indemnification and the selection of independent counsel that will in
some cases make such determination,
(2) specification of time periods by which payments or determinations must
be made and actions must be taken, and
(3) the establishment of certain presumptions in favor of an indemnitee.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers or persons controlling GuideLocator, as
provided in the foregoing provisions, GuideLocator has been informed that, in
the opinion of the SEC, such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses to be incurred in
connection with the distribution of the securities being registered. The
expenses shall be paid by the Registrant.
<TABLE>
<CAPTION>
<S> <C>
SEC Registration Fee $438
Printing and Engraving Expenses *
Legal Fees and Expenses *
Accounting Fees and Expenses *
Miscellaneous *
----
<PAGE>
TOTAL $ *
====
<FN>
* To be added by amendment
</TABLE>
II-1
<PAGE>
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
The following information sets forth particular information for all our
securities sold since inception, without registration under the Securities Act.
There were no underwriters in any of these transactions, nor were any sales
commissions paid thereon.
1. In July 1999, we issued Ruth Shepley 1,500,000 shares of common stock for
services rendered valued at $1,500. We believe the transaction was exempt
from registration under Section 4(2) of the Securities Act, as Ms. Shepley
is our sole officer and director and an accredited investor, and since the
transaction was non-recurring and privately negotiated.
2. From July 1999 through September 1999, we sold 1,074,000 shares of our
common stock at an aggregate purchase price of $38,000 to 41 accredited
investors. We believe that these transactions were exempt from registration
under Rule 506 of Regulation D of the Securities Act.
ITEM 27. EXHIBITS
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
------------
<C> <S>
3.1(1) Articles of Incorporation
3.2(1) By-Laws of GuideLocator.com, Inc.
4.1(1) Form of Specimen of common stock
5.1(2) Legal Opinion
10.1(1) 1999 Incentive Stock Option Plan
23.1(2) Consent of Malone & Bailey, PLLC
23.2(3) Consent of Brewer & Pritchard, P.C.
27.1(2) Financial Data Schedule
<FN>
--------------
(1) Filed previously on Form SB-2, SEC File No. 333-88083.
(2) Filed herewith.
(3) Contained in Exhibit 5.1.
</TABLE>
ITEM 28. UNDERTAKINGS
(a) The undersigned registrant undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
II-2
<PAGE>
i. To include any prospectus required by Section 10(a)(3) of
the Securities Act;
ii. Reflect in the prospectus any facts or events arising after
the effective date of which, individually or together,
represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered, if the
total dollar value of securities offered would not exceed
that which was registered and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the SEC in
accordance with Rule 424(b) of this chapter, if, in the
aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
iii. Include any additional or changed material on the plan of
distribution.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered, and the offering of such securities at that
time shall be deemed to be the initial BONA FIDE offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) i. That, for the purpose of determining liability under the
Securities Act, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant as provided in Rule 424(b)(1) or (4), or
497(h) under the Securities Act shall be deemed to be part of
this registration statement as of the time it was declared
effective.
ii. For determining any liability under the Securities Act, each
post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating
to the securities offered, and the offering of such
securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.
(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant as provided in the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form SB-2 and authorized this registration statement
to be signed on its behalf by the undersigned, duly authorized, in the City of
Montgomery, State of Texas, on the 29th day of November, 1999.
GUIDELOCATOR.COM, INC.
By: /S/ Ruth E. Shepley
---------------------------
RUTH E. SHEPLEY, President
_________________________
This registration statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
---------------------- ------------------------------ -----------------
<S> <C> <C>
/s/ Ruth E. Shepley Director, President, Secretary November 29, 1999
----------------------
RUTH E. SHEPLEY
</TABLE>
II-4
<PAGE>
November 29, 1999
BOARD OF DIRECTORS EXHIBIT 5.1
GUIDELOCATOR.COM, INC. ------------
10710 ESTELLE CIRCLE
MONTGOMERY, TEXAS 77356
LADIES AND GENTLEMEN:
AS COUNSEL FOR GUIDELOCATOR.COM, INC., A TEXAS CORPORATION ("COMPANY"), YOU HAVE
REQUESTED OUR FIRM TO RENDER THIS OPINION IN CONNECTION WITH THE REGISTRATION
STATEMENT OF THE COMPANY ON FORM SB-2 FILED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED ("ACT"), WITH THE SECURITIES AND EXCHANGE COMMISSION RELATING TO THE
REGISTRATION OF THE RESALE OF 1,074,000 SHARES OF COMPANY COMMON STOCK.
WE ARE FAMILIAR WITH THE REGISTRATION STATEMENT AND THE REGISTRATION
CONTEMPLATED THEREBY. IN GIVING THIS OPINION, WE HAVE REVIEWED THE REGISTRATION
STATEMENT AND SUCH OTHER DOCUMENTS AND CERTIFICATES OF PUBLIC OFFICIALS AND OF
OFFICERS OF THE COMPANY WITH RESPECT TO THE ACCURACY OF THE FACTUAL MATTERS
CONTAINED THEREIN AS WE HAVE FELT NECESSARY OR APPROPRIATE IN ORDER TO RENDER
THE OPINIONS EXPRESSED HEREIN. IN MAKING OUR EXAMINATION, WE HAVE ASSUMED THE
GENUINENESS OF ALL SIGNATURES, THE AUTHENTICITY OF ALL DOCUMENTS PRESENTED TO US
AS ORIGINALS, THE CONFORMITY TO ORIGINAL DOCUMENTS OF ALL DOCUMENTS PRESENTED TO
US AS COPIES THEREOF, AND THE AUTHENTICITY OF THE ORIGINAL DOCUMENTS FROM WHICH
ANY SUCH COPIES WERE MADE, WHICH ASSUMPTIONS WE HAVE NOT INDEPENDENTLY VERIFIED.
BASED UPON ALL THE FOREGOING, WE ARE OF THE OPINION THAT:
1. THE COMPANY IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THE STATE OF TEXAS.
2. THE SHARES TO BE ISSUED UPON THE DISTRIBUTION AND RESALE ARE VALIDLY
AUTHORIZED AND WILL BE VALIDLY ISSUED, FULLY PAID AND NONASSESSABLE.
WE CONSENT TO THE USE IN THE REGISTRATION STATEMENT OF THE REFERENCE TO BREWER &
PRITCHARD, P.C. UNDER THE HEADING "LEGAL MATTERS." THIS OPINION IS CONDITIONED
UPON THE REGISTRATION STATEMENT BEING DECLARED EFFECTIVE AND UPON COMPLIANCE BY
THE COMPANY WITH ALL APPLICABLE PROVISIONS OF THE ACT AND SUCH STATE SECURITIES
RULES, REGULATIONS AND LAWS AS MAY BE APPLICABLE.
VERY TRULY YOURS,
/S/ BREWER & PRITCHARD, P.C.
--------------------------------
BREWER & PRITCHARD, P.C.
<PAGE>
EXHIBIT 23.1
------------
INDEPENDENT AUDITOR'S CONSENT
The Board of Directors
Guidelocator.com, Inc.
We consent to the incorporation by reference in this Registration statement on
Form SB-2 of our report dated August 10, 1999, for the period from July 14, 1999
(inception) through July 31, 1999.
/S/ MALONE & BAILEY, PLLC
-----------------------------
MALONE & BAILEY, PLLC
Houston, Texas
November 29, 1999
<PAGE>
