U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
________________________________________________________________________________
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended December 31, 1999
[ ] 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: 0-88083
Texas 76-0611112
----- ----------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
10710 Estelle Circle, Montgomery, Texas 77356
-----------
(Address of Principal Executive Office) (Zip Code)
(409) 597-7500
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(Registrant's Telephone Number, Including Area Code)
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 [ ] No [X]
As of December 31, 1999 registrant had 2,574,000 shares of Common Stock
outstanding.
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
GUIDELOCATOR.COM, INC.
(A Development Stage Company)
BALANCE SHEET
December 31, 1999
ASSETS
<S> <C>
Cash $ 11,254
=========
LIABILITIES
Note payable to officer $ 10,000
Notes payable to individuals 37,926
Accrued interest payable 1,406
---------
Total Liabilities 49,332
---------
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 (40,652)
---------
Total Stockholders' Equity (38,078)
---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 11,254
=========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
GUIDELOCATOR.COM, INC.
(A Development Stage Company)
STATEMENT OF EXPENSES
Three Months Ended December 31, 1999, and the
Period from July 12, 1999 (Inception)
Through December 31, 1999
Inception
3 Months Through
Ended Ended
December 31, December 31,
1999 1999
-------------- -----------
<S> <C> <C>
Administrative expenses $ 6,161 $ 40,652
-------------- -----------
Net (loss) $ ( 6,161) $ (40,652)
============== ===========
Net (loss) per common share $ (.002) $ (.016)
Weighted average common shares
outstanding 2,574,000 2,555,500
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
GUIDELOCATOR.COM, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the period from July 12, 1999 (Inception)
Through December 31, 1999
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (deficit) accumulated during
the development stage $(40,652)
Adjustments to reconcile net (deficit)
to cash used by operating activities:
Stock issued for services 1,500
Increase in accrued interest payable 1,406
---------
NET CASH USED BY OPERATING ACTIVITIES (37,746)
---------
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 $ 11,254
=========
</TABLE>
<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 12, 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 prior 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.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
Some of the statements contained in this Form 10-QSB, 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;
- our ability to raise sufficient capital to meet operating
requirements;
- our ability to compete with established companies;
- our ability to attract new users, and to retain an active user base of
consumers who use our services and the guides listed on our site;
- our ability to keep our web site operational and to increase the
number of guides listed on the web site;
- the introduction of new sites, services and products by us or our
competitors;
- the success of our marketing plan;
- the amount and timing of operating costs and capital expenditures
relating to maintaining and expanding our business, operations and
infrastructure;
- our ability to upgrade and develop our web site and infrastructure to
accommodate growth;
- the timing, cost and availability of advertising in traditional media
and on other web sites and online services;
- the level of use of the Internet and online services;
- increasing consumer acceptance of the Internet and other online
services for commerce;
- consumer confidence in the security of transactions on our web site;
and
- general economic conditions and economic conditions specific to the
Internet and electronic commerce industries.
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
<PAGE>
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 but is in the process of being more fully
developed. 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.
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 the inception of our operations through December 31, 1999, 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 $40,652 from
inception of operations through December 31, 1999.
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 is 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.
<PAGE>
PLAN OF OPERATIONS FOR YEAR END 2000
Our initial administrative expenses were approximately $40,652 as of
December 31, 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 and from proceeds of our August 1999 offering.
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 $11,254 as of December 31,
1999. We estimate that our current working capital will provide us with funding
through June 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.
In light of the prospect that we may not be able to raise funds that are
necessary to continue operations at our present level by June 2000, we have
reduced our operating budget accordingly so that we will have enough cash to
operate through calendar year end 2000. We are able to reduce our operating
budget because our overhead costs are minimal. We pay no salaries or rent, and
our utilities expense are insignificant. By reducing our budget, we will be
required to reduce our expenditures on marketing. By operating under such a
restricted budget, we will not be able to proceed with our business plan and
marketing strategy as originally intended.
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 by fiscal year end 2000 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.
YEAR 2000 COMPLIANCE
Even though the date is now past January 1, 2000, and we have not
experienced any immediate adverse impact from the transition to the year 2000,
we cannot provide any assurance that our suppliers and customers have not been
affected in a manner that is not yet apparent. In addition, some computer
programs which were date sensitive to the year 2000 may not have been programmed
to process the year 2000 as a leap year, and any negative consequential effects
remain unknown. As a result, we will continue to monitor our year 2000
compliance and the year 2000 compliance of our suppliers and customers. The
costs related to verifying and testing our year 2000 compliance have been
nominal and immaterial to our business.
<PAGE>
PART II
Pursuant to the Instructions to Part II of the Form 10-QSB, Items 1, 2, 3, 4 and
5 have been omitted.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are to be filed as part of this Form 10-QSB:
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 27.1(1) Financial Data Schedule
(1) Filed previously on registration statement Form SB-2
SEC File No. 333-88083
(b) Reports on Form 8-K.
None.
<PAGE>
SIGNATURES
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In accordance with the Securities Act, this report has been signed below by
the following persons on behalf of the undersigned, thereunto duly authorized.
GuideLocator.com, Inc.
Date: February 14, 2000 /s/ RUTH E. SHEPLEY
----------------------
Ruth E. Shepley
Chief Executive Officer, Director, and Chief
Financial Officer
<PAGE>
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<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> OCT-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 11254
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 11254
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 11254
<CURRENT-LIABILITIES> (49332)
<BONDS> 0
0
0
<COMMON> (2574)
<OTHER-SE> 40652
<TOTAL-LIABILITY-AND-EQUITY> 38078
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 6161
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<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6161)
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6161)
<EPS-BASIC> 0
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</TABLE>
