U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
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[X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended June 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
GUIDELOCATOR.COM, INC.
(Exact name of registrant as specified in its charter)
Commission file number: 333-88083
Texas 76-0611112
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
10710 Estelle Circle, Montgomery, Texas 77356
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(Address of Principal Executive Office) (Zip Code)
(936) 597-7500
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(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Exchange Act: None.
Securities registered pursuant to Section 12(g) of the Exchange Act: None.
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
Issuer had no revenues for the 12 months ended June 30, 2000.
As of September 15, 2000, registrant had 2,574,000 shares of common stock
outstanding.
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TABLE OF CONTENTS
ITEMS PAGE
PART I
ITEM 1. DESCRIPTION OF BUSINESS . . . . . . . . . . . . . . . . . . 1
ITEM 2. DESCRIPTION OF PROPERTIES . . . . . . . . . . . . . . . . . 4
ITEM 3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . 4
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . 4
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS. . . . . . . . . . . . . . . . . . . . . . 5
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS . . . . . . . . . . . 5
ITEM 7. FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . 8
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . . . . . . 8
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS. . . . . . . . . . . . . . . . . . . . . . . . . . . 9
ITEM 10. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . 9
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . 9
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . 9
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . . . . . 9
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PART I
FORWARD-LOOKING STATEMENTS
Some of the statements contained in this Form 10-KSB, discuss future
expectations, contain projections of results of operations 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 management's efforts to implement their
business strategy;
- the ability of the Company to raise sufficient capital to meet
operating requirements;
- the ability of the Company to protect its intellectual property
rights;
- the effect of changing economic conditions;
- the ability of the Company to attract and retain quality employees;1
and
- other risks which may be described in future filings with the
SEC.
ITEM 1. DESCRIPTION OF BUSINESS
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 across The United States 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 and operational. We
intend to create a search engine that 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.
Although the search feature has not been completed, we do 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.
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We currently have minimal operations and have not generated any revenues.
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 currently
focuses on areas in and around Texas, such as Lake Conroe and the Gulf Coast
region. Our strategy is to expand our services into the rest of Texas and
United States. To date, the growth of our web site has been less than expected.
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.
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 across The United States. 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.
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- Outsourcing. Hiring independent contractors to enlist fishing
guides to use our service.
- 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 conducted an informal market survey to determine what web site
features fishing guides and fishing enthusiasts would like to see on a fishing
guide web site. Our goal is to incorporate those features to create a more
useful and appealing web site. We have determined that it will cost
approximately $100,000 to $125,000 to complete the design and installation of
our web site. We are awaiting funding until we proceed with further
development. We have no current commitments of capital to proceed with such
development.
The second step to expanding and developing our business lies in our
ability to attract fishing guides to use and enlist our services. We have
listed several guides in the Lake Conroe and Texas Gulf Coast areas on our web
site free of charge for the time being. If we are able to establish ourselves
as a recognizable benefit to the fishing guides, we expect to charge a small
monthly fee. Provided we are able to raise additional capital to develop our
web site, we intend to expand our coverage outside the Lake Conroe and Gulf
Coast region areas by March 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
September 15, 2000, 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 Texas, and then the
United States. 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.
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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 September 15,
2000. 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 plan to attract fishing guides through direct contact. We have obtained
lists of fishing guides in the Lake Conroe and Texas Gulf Coast regions through
the phone book, marinas and fishing equipment supply stores. We intend to
obtain lists in other areas or regions through similar methods.
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 and the
Texas Gulf Coast region, 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 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.
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EMPLOYEES
At September 15, 2000, we employed one part-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.
We plan to hire independent contractors 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.
RISK FACTORS THAT MAY AFFECT OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
The risks and uncertainties described below are not the only ones facing
our company. Additional risks and uncertainties not presently known to us or
that we currently deem immaterial also may impair our business operations. If
any of the following risks actually occur, our business could be harmed.
WE HAVE NO OPERATING HISTORY FOR YOU TO EVALUATE.
We incorporated in the State of Texas in July 1999, have limited
operations, nominal assets and no revenues. 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.
WE CURRENTLY HAVE NEGATIVE WORKING CAPITAL, LIMITED FUNDS, AND LIMITED SOURCES
OF LIQUIDITY. WE HAVE HAD TO CURTAIL CURRENT OPERATIONS UNTIL WE ARE ABLE TO
RAISE ADDITIONAL CAPITAL.
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 fiscal 2001. Because of our current capital
limitations, we are seeking additional equity or debt refinancing and have had
to curtail operations. 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 may have to cease operations.
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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 in August 2001. 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.
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.
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. 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 GUIDELOCATOR.
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.
IF WE ARE UNABLE TO ESTABLISH A LARGE USER BASE WE MAY HAVE DIFFICULTY
ATTRACTING ADVERTISERS TO OUR WEB SITE, WHICH WILL HINDER OUR ABILITY TO
GENERATE ADVERTISING REVENUES, WHICH IS AN INTEGRAL PART OF OUR BUSINESS PLAN.
An integral part of our business plan and marketing strategy requires us to
establish a large user base. Once we are able to establish a large user base
and a demand for our online services, we will be able to attract advertisers to
our web site and possibly begin to generate advertising revenues. If our
business or marketing strategy fails for any reason and we are unable to cost
efficiently increase our user base, our ability to generate revenues will
suffer. If for any reason our web site is ineffective at attracting consumers
or if we are unable to continue to develop and update our web site to keep
consumers satisfied with our service, our user base may decrease and our ability
to generate advertising revenues may decline.
OUR MARKET IS CHARACTERIZED BY RAPID TECHNOLOGICAL CHANGE, AND IF WE FAIL TO
DEVELOP AND MARKET NEW TECHNOLOGIES RAPIDLY, OUR RESULTS OF OPERATIONS WILL
SUFFER.
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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 our management is 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 operations may be materially
and adversely effected.
ITEM 2. DESCRIPTION OF PROPERTY
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.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
Our common stock began trading on the OTC Electronic Bulletin Board under
the symbol "GDLC" on July 25, 2000. We believe the market for our common stock
on the OTC Electronic Bulletin Board will be limited, sporadic, and highly
volatile for the foreseeable future.
On September 5, 2000, the last bid price of our common stock as reported by
the OTC Electronic Bulletin Board was $0.05. We believe that as of September
5, 2000, there were approximately 37 record owners of our common stock. It is
our present policy not to pay cash dividends and to retain future earnings to
support our growth. Any payment of cash dividends in the future will be
dependent upon the amount of funds legally available, our earnings, financial
condition, capital requirements and other factors that we may deem relevant. We
have not paid any dividends during the last two fiscal years and we do not
anticipate paying any cash dividends in the foreseeable future.
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, which were 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 37
accredited investors. We believe that these transactions were exempt
from registration under Rule 506 of Regulation D of the Securities
Act.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
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. We intend 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. Though our web site is operational,
we will need to further develop our web site to attain our long-term goals.
Once development is 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,
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- number of people at a time, and
- cost.
In addition, the web site allows users to send in comments on guides they
have used in the past, and provides a chat room or message board to ask and
answer questions.
If we are able to raise additional capital, we intend to generate revenues
upon the completion of our web site, by charging fishing guides a small fee to
be listed in our database and through advertising revenues from advertisements
placed on our web site. We have expanded the coverage of guides currently
listed on our web site in Lake Conroe, Lake Livingston, and the Texas Gulf Coast
region. Our strategy is to expand our services in the future to the rest of
Texas and United States.
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
stage 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. There can be 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 June 30, 2000, we had utilized funds obtained
primarily through a private placement in August 1999, and a loan from a
shareholder to develop our web site. We have not generated any revenues and
have incurred net losses totaling approximately $47,622 from inception through
June 30, 2000.
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, there can be no assurance that we will be successful
in raising funds, or that the amount and terms of any financing will be
acceptable. Failure to obtain sufficient funding will adversely impact our
financial position.
PLAN OF OPERATIONS FOR YEAR END 2000
Our initial administrative expenses were approximately $47,622 as of June
30, 2000, which includes general and administrative expenses and professional
fees. These initial expenditures have been funded by proceeds from a loan
obtained from our chief executive officer, Ruth Shepley, and from proceeds of
our August 1999 offering. Based on our current plan of operations it is
anticipated that our minimum monthly operating expenditures for the next twelve
months will be approximately $500 per month, which includes administrative
expenses, marketing expenses, and professional fees. Our current cash reserves
are $6,042 as of June 30, 2000. We estimate that our current working capital
will provide us with funding through the next twelve months. 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. The
foregoing estimates do not include the funds required to complete our web site,
which we estimate to be between $100,000 and $125,000. We do not expect we will
be able to complete our web site without external funding.
In light of the fact that we may not be able to raise funds we have
reduced our operating budget accordingly so that we will have enough cash to
operate through fiscal year end 2001. We have been able to reduce our
operating budget because our overhead costs are minimal. We pay no salaries or
rent, and our utilities expenses are insignificant. We have reduced our
expenditures on marketing and business development, and are operating at a level
significantly below that required to fully execute our business plan. By
operating under such a restricted budget, we may not be able to proceed with our
long-term business plan and marketing strategy as originally intended. As such,
if we do not raise additional capital our business will be materially adversely
effected.
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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
will continue to operate on a reduced budget until we raise additional funds.
If we are unable to raise additional funds we may have to limit our operations
to an extent not presently determinable by management, but which may include the
sale of any assets owned or our ceasing to conduct business. 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.
ITEM 7. FINANCIAL STATEMENTS
OUR FINANCIAL STATEMENTS, COMMENCING ON PAGE F-1 HAVE BEEN AUDITED BY
MALONE & BAILEY, PLLC, INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, TO THE EXTENT
AND FOR THE PERIODS SET FORTH IN THEIR REPORTS APPEARING ELSEWHERE HEREIN AND
ARE INCLUDED IN RELIANCE UPON SUCH REPORTS GIVEN UPON THE AUTHORITY OF SAID FIRM
AS EXPERTS IN AUDITING AND ACCOUNTING.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
-10-
<PAGE>
PART III
ITEMS 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
OUR SOLE DIRECTOR AND EXECUTIVE OFFICER IS:
NAME AGE POSITION
---- --- ---------
Ruth E. Shepley 56 Director, President, Chief
Financial Officer 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.
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.
ITEM 10. EXECUTIVE COMPENSATION
The following table contains compensation data for our sole director and
chief executive officer:
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------- ----------------------
Name and principal position Fiscal year Salary Restricted
--------------------------- ---------- ------ -----------
stock award
----------
<S> <C> <C> <C>
Ruth E. Shepley,
director, president, secretary,
chief executive officer and chief
financial officer . . . . . . . . 2000 -- 1,500,000
</TABLE>
We issued Ms. Shepley 1,500,000 in July 1999 for services rendered, valued
at $1,500. Ms. Shepley does not receive any cash or other compensation for
services rendered to GuideLocator as an officer or director. 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.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
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.
-11-
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
NAME AND ADDRESS COMMON STOCK
OF BENEFICIAL OWNERS BENEFICIALLY OWNED PERCENTAGE OF OWNERSHIP
------------------ -----------------------
<S> <C> <C>
Ruth E. 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 of her shares of common stock
for services rendered.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED 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
which were valued at $1,500.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are to be filed as part of this Form 10-KSB:
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
Exhibit 3.1(1) Articles of Incorporation of GuideLocator.com, Inc.
Exhibit 3.2(1) Bylaws of GuideLocator.com, Inc.
Exhibit 4.1(1) Common Stock Specimen
Exhibit 10.1(1) 1999 Incentive Stock Option Plan
Exhibit 23.1 Consent of Malone & Bailey, PLLC
Exhibit 27.1(2) Financial Data Schedule
____________________
(1) Filed previously on registration statement Form SB-2, SEC File
No.000-88083.
(2) Filed herewith.
-12-
<PAGE>
(b) There were no reports filed on Form 8-K during the last quarter of the
fiscal year ended June 30, 2000.
SIGNATURES
----------
In accordance with the Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
GuideLocator.com, Inc.
By: /s/ Ruth E. Shepley
--------------------------------------------
Ruth E. Shepley, Chairman of the Board,
President, Chief Executive Officer, and
Treasurer
___________________________
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Ruth E. Shepley Chairman of the Board, President, September 22, 2000
------------------- Chief Executive Officer, Chief
Ruth E. Shepley Accounting Officer and Treasurer
-13-
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
GuideLocator.com, Inc.
(A Development Stage Company)
Houston, Texas
We have audited the accompanying balance sheet of GuideLocator.com, Inc., as of
June 30, 2000, and the related statements of expenses, stockholders' equity, and
cash flows for the period from July 14, 1999 (Inception) through June 30, 2000.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of GuideLocator.com, Inc., as of
June 30, 2000, and the results of its operations and its cash flows for the
period from July 14, 1999 (Inception) through June 30, 2000, in conformity with
generally accepted accounting principles.
MALONE & BAILEY, PLLC
Houston, Texas
July 10, 2000
F-1
<PAGE>
GUIDELOCATOR.COM, INC.
(A Development Stage Company)
BALANCE SHEET
June 30, 2000
ASSETS
Cash $ 6,042
=========
LIABILITIES
Note payable to officer $ 10,000
Notes payable to individuals 37,000
Accrued interest payable 4,090
---------
Total Liabilities 51,090
---------
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 (47,622)
---------
Total Stockholders' Equity (45,048)
---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 6,042
=========
See accompanying summary of accounting principles
and notes to financial statements.
F-2
<PAGE>
GUIDELOCATOR.COM, INC.
(A Development Stage Company)
STATEMENT OF EXPENSES
For the Period from July 14, 1999 (Inception)
Through June 30, 2000
Administrative expenses $ 47,622
-----------
Net (loss) $ (47,622)
===========
Net (loss) per common share $ (.019)
Weighted average common shares
outstanding 2,558,833
See accompanying summary of accounting principles
and notes to financial statements.
F-3
<PAGE>
GUIDELOCATOR.COM, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Period from July 14, 1999 (Inception)
Through June 30, 2000
Deficit
Accumulated
During
Common Stock Development
Shares $ Stage Totals
--------- -------- ------------- ---------
Shares issued
- for cash 1,000,000 $ 1,000 $ 1,000
- in exchange for
notes payable 74,000 74 74
- for services 1,500,000 1,500 1,500
Net (loss) $ (47,622) (47,622)
--------- -------- ------------- ---------
Balances,
June 30, 2000 2,574,000 $ 2,574 $ (47,622) $(45,048)
========= ======== ============= =========
See accompanying summary of accounting principles
and notes to financial statements.
F-4
<PAGE>
GUIDELOCATOR.COM, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the Period from July 14, 1999 (Inception)
Through June 30, 2000
CASH FLOWS FROM OPERATING ACTIVITIES
Net (deficit) accumulated during
the development stage $(47,622)
Adjustments to reconcile net (deficit)
to cash used by operating activities:
Stock issued for services 1,574
Increase in accrued interest payable 4,090
--------
NET CASH USED BY OPERATING ACTIVITIES (41,958)
---------
CASH FLOWS FROM FINANCING ACTIVITIES
Note payable to officer 10,000
Notes payable to individuals 37,000
Sales of stock 1,000
---------
NET CASH FLOWS FROM FINANCING ACTIVITIES 48,000
---------
NET INCREASE IN CASH 6,042
Cash balance, beginning 0
---------
Cash balance, ending $ 6,042
=========
See accompanying summary of accounting principles
and notes to financial statements.
F-5
<PAGE>
GUIDELOCATOR.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business. Guidelocator.com was incorporated in Texas on July 14,
--------------------
1999, to create an Internet-accessible database containing information about
fishing guides around the world. The Company's fiscal year-end is June 30.
Cash and Cash Equivalents. For purposes of the statements of cash flows, the
----------------------------
Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
In preparing financial statements, management makes estimates and assumptions
that affect the reported amounts of assets and liabilities in the balance sheet
and revenue and expenses in the income statement. Actual results could differ
from those estimates.
NOTE 2 - NOTE PAYABLE TO OFFICER
To pay up-front legal, accounting and other overhead operating costs, a Company
officer loaned the Company $10,000. This note bears interest at 10%, is
unsecured, and is due on the earlier of August 30, 2001, or on demand in the
event of either a $250,000 public offering or series of offerings or a change in
control. As of June 30, 2000, $958 in interest had been accrued.
NOTE 3 - COMMON STOCK
The Company raised $37,000 from the sale of common stock and notes payable
during prior quarters. 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. As of June 30, 2000, $3,132 in interest had
been accrued.
F-6
<PAGE>
GUIDELOCATOR.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - COMMON STOCK ISSUED FOR SERVICES
A Company officer received 1,500,000 shares of Company stock in return for
services rendered. This stock is valued at $.001 per share, which is the same
price paid by other initial shareholders.
F-7
<PAGE>
