I TRACK INC, SB-1, 2000-11-06

I TRACK INC
SB-1, 2000-11-06

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As filed November 6, 2000 File No. _________
================================================================================

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

I-TRACK, INC.
(Exact name of small business issuer in its charter)

NEVADA 7373 91-1966948
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification No.)
incorporation or Code Number)
organization)

44990 HEYDENREICH, CLINTON TOWNSHIP, MICHIGAN 48038
(810) 469-3500
(Address and telephone number of principal executive offices)

44990 HEYDENREICH, CLINTON TOWNSHIP, MICHIGAN 48038
(Address of principal place of business or intended principal place of business)

BARBARA CASTANON, PRESIDENT
I-TRACK, INC.
44990 HEYDENREICH
CLINTON TOWNSHIP, MICHIGAN 48038
(810) 469-3500
(Name, address and telephone number of agent for service)

Copies of all communications to:

Adam P. Stapen, Esq.
Dill Dill Carr Stonbraker & Hutchings, P.C.
455 Sherman Street, Suite 300
Denver, Colorado 80203
(303) 777-3737; (303) 777-3823 fax

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of the Registration Statement.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act, check
the following box.: [X] _____

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) 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 pursuant to 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 pursucant to 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 pursuant to Rule 434, check
the following box. [ ] _____

<PAGE>

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
PROPOSED
TITLE OF EACH CLASS PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED PRICE PER UNIT PRICE REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 2,500,000 Shares $0.10 $250,000 $66.00
----------------------------------------------------------------------------------------------------------------------------------
Common Stock
Purchawe Warrants 2,500,000 Warrants -- -- --
----------------------------------------------------------------------------------------------------------------------------------
Common Stock
Issuable Upon
Exercise of Warrants 2,500,000 Shares $0.50 $1,250,000 $330.00
----------------------------------------------------------------------------------------------------------------------------------
Total $1,500,000 $396.00
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The registrant hereby 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 Commission, acting pursuant to said section 8(a),
may determine.

Disclosure Alternative used (check one) Alternative 1 [ ]; Alternative 2 [X]

<PAGE>

SUBJECT TO COMPLETION, DATED NOVEMBER 1, 2000

I-TRACK, INC.

2,500,000 UNITS

Prior to this offering of units, there has been no public market for
our common stock. We are conducting an initial public offering of 2,500,000
units, with each unit consisting of one share of common stock and one warrant to
purchase one share of common stock. The shares of common stock and the warrants
may not be separately traded until six months after the date of purchase. Each
warrant entitles the holder to purchase one share of common stock at the
exercise price of $0.50 per share, beginning anytime after the date of purchase
until twelve months after the completion of this offering. We are not required
to sell any specific number or dollar amount of units, but will use our best
efforts to sell the maximum number of units offered. This offering of units will
terminate on the earlier of the date all of the units offered are subscribed for
or ___________________ [90 days from the date of this prospectus]. Please note
that we may extend this date for up to an additional 90 days.

There is no minimum offering and no escrow. Therefore any funds
received from a purchaser will be available to us as received and need not be
refunded to the purchaser.

There is no market for our common stock. After completing our
registration statement, we will use our best efforts to have our common stock
traded on the local over-the-counter markets.

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE
SHARES ONLY IF YOU CAN AFFORD A COMPLETE LOSS. SEE "RISK FACTORS" ON PAGE 4.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The information in this prospectus is not complete and may be changed.
We cannot sell our units until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell our units and it is not an offer to buy our units in any state where the
offer or sale is not permitted.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
SELLING AGENT GROSS
UNITS OFFERED BY I-TRACK PRICE TO PUBLIC COMMISSIONS PROCEEDS TO I-TRACK
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share $0.10 $0.01 $0.09
-------------------------------------------------------------------------------------------------------------------------------
Total Offering $250,000 $25,000 $225,000
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Underwriting commissions and discounts: We are acting as the general
selling agent. If broker-dealers are used to sell the shares, we will pay them
up to a 10% commission.

Proceeds to i-Track: These amounts do not reflect the deduction of
expenses of this offering, estimated at $225,000.

I-TRACK, INC.
44990 HEYDENREICH
CLINTON TOWNSHIP, MICHIGAN 48038
(810) 469-3500

The date of this prospectus is _____________, 2000

<PAGE>

TABLE OF CONTENTS

Page

PROSPECTUS SUMMARY.............................................................3
RISK FACTORS...................................................................4
FORWARD-LOOKING STATEMENTS....................................................10
DILUTION......................................................................11
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS......................12
DIVIDEND POLICY...............................................................12
USE OF PROCEEDS...............................................................12
SELECTED FINANCIAL DATA.......................................................13
MANAGEMENT'S DISCUSSION AND ANALYSIS OF.......................................13
FINANCIAL CONDITION AND/OR PLAN OF OPERATIONS.................................13
BUSINESS......................................................................15
MANAGEMENT....................................................................18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT................20
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS.....................21
DESCRIPTION OF SECURITIES.....................................................22
PLAN OF DISTRIBUTION..........................................................23
SEC POSITION ON INDEMNIFICATION...............................................24
LEGAL MATTERS.................................................................25
EXPERTS.......................................................................25
AVAILABLE INFORMATION.........................................................25
REPORTS TO STOCKHOLDERS.......................................................25
Consolidated Financial Statements............................................F-1

You should rely only on the information contained in this document or
to which we have referred you. We have not authorized anyone to provide you with
information that is different. This document may only be used where it is legal
to sell these securities. The information in this document may only be accurate
on the date of this document.

<PAGE>

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this
prospectus. You should read the entire prospectus carefully, including the
financial data and related notes, before making an investment decision.

Unless the context otherwise requires, the terms "we," "our," and "us,"
refers to i-Track, Inc.

I-TRACK, INC.

We are a development stage company that was incorporated by AVL
Information Systems Ltd. and its principal officers and directors. AVL
Information Systems Ltd. is a Canadian public company that owns and licenses
certain technology and automatic vehicle location systems. AVL Information
Systems Ltd. has incurred significant operating losses over the past six fiscal
years and has a working capital deficiency which casts doubt upon its ability to
continue as a going concern. AVL Information Systems Ltd. and its principal
officers and directors have incorporated us in an effort to start anew and to
take advantage of what they perceive to be the benefits of a United States
publicly traded company. They believe that a U.S. publicly traded company will
provide a level of credibility in the automatic vehicle location system
industry, access to additional funding in the U.S. markets, and the ability for
us to enter into strategic alliances for the development, manufacturing and sale
of automatic vehicle location systems.

Upon becoming a U.S. publicly traded company, we intend to license from
AVL Information Systems Ltd. certain automatic vehicle location systems and
related technology that integrate Global Positioning System technology,
cellular-wireless communications and the Internet to enable companies to
efficiently manage their mobile resources with location-relevant and
time-sensitive information. The technology and systems are designed to enable
potential customers to use the Internet to track the movement of their vehicles,
employees, and goods and services. While there are several ways to transmit
information from a vehicle to a central location, we believe that automatic
vehicle location systems provide significant value to customers by reducing
their costs of doing business and increasing the productivity of their mobile
resources. At this time, we have not licensed any system or related technology.

THE OFFERING

Securities offered............2,500,000 units, with each unit consisting
of one (1) share of our common stock and one
(1) warrant to purchase one share of our
common stock at a price of $0.50 per share.

Description of the Warrants...The warrants are not transferable separately
from the units until six months after the
date of purchase. Each warrant entitles the
holder to purchase one share of common stock
at a price of $0.50 per share at any time
after the date of purchase until twelve
months after the date of purchase.

Common stock outstanding
before the offering.......18,700,000 shares of common stock (as of
November 1, 2000)
after the offering........21,200,000 shares of common stock.

Warrants outstanding
before the offering.......none
after the offering........2,500,000

Use of Proceeds...............Estimated at $195,000 net of offering
expenses. To be used for general corporate
purposes, including working capital and
capital expenditures.

RISK FACTORS

Investing in our units involves a high degree of risk. You should
consider carefully the information under the caption "Risk Factors" in deciding
whether to purchase our units offered under this prospectus.

3
<PAGE>

SUMMARY FINANCIAL INFORMATION

The following summary financial data is derived from our unaudited and
audited financial statements for the nine month period ended September 30, 2000,
and period March 8, 1999 (inception) to December 31, 1999, included elsewhere in
this prospectus. We have prepared our financial statements in accordance with
generally accepted accounting principles in the United States. Our results of
operations for any interim period do not necessarily indicate our results of
operations for the full year. You should read this summary financial data in
conjunction with "Management's Discussion and Analysis of Financial Condition
and/or Plan of Operations," "Business," and our financial statements.

BALANCE SHEET DATA: SEPTEMBER 30, 2000 DECEMBER 31, 1999
(UNAUDITED)

Current Assets $16,694 $471
Total Assets $16,694 $471
Current Liabilities $18,496 $3,500
Stockholders' Deficiency $(1,802) $(3,029)
Working Capital Deficiency $(1,802) $(3,029)

<TABLE>
<CAPTION>
STATEMENT OF LOSS DATA: MARCH 8, 1999 MARCH 8, 1999
9 MONTHS ENDED THROUGH THROUGH
SEPTEMBER 30, 2000 DECEMBER 31, 1999 SEPTEMBER 30, 2000
(UNAUDITED) (UNAUDITED)

<S> <C> <C> <C>
Revenues $0 $0 $0
Net Loss $(14,973) $(3,029) $(18,002)
Net Loss per Share $(0.00) $(0.00) $(0.00)

</TABLE>

RISK FACTORS

Investing in our units involves a high degree of risk. You should be
able to bear a complete loss of your investment. You should carefully consider
the following risk factors and other information in this prospectus before
deciding to invest in our units. The risks and uncertainties described below are
not the only ones we face. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also harm our business.

WE HAVE NO OPERATING HISTORY, WHICH MAKES IT DIFFICULT TO EVALUATE YOUR
INVESTMENT IN OUR UNITS.

Your evaluation of our business will be difficult because we have no
operating history. We were incorporated in March 1999 and have not licensed,
developed or sold any products. We face a number of risks encountered by
early-stage companies in the automatic vehicle location industry, including the
uncertainty of market acceptance; our need to license and/or develop reliable
and robust products and services that meet the demanding needs of potential
customers; our need to establish our marketing, sales and support organizations,
as well as our distribution channels; our ability to anticipate and respond to
market competition; our need to manage expanding operations; our dependence on
wireless and digital carriers; and our dependence on technology which could
become incompatible or out of date. Our business strategy may not be successful,
and we may not successfully address these risks.

WE HAVE INCURRED LOSSES AND EXPECT LOSSES TO CONTINUE FOR AT LEAST THE NEXT
YEAR.

To date, we have not generated any revenues to fund our business and
pay our ongoing expenses. We expect to continue to incur additional losses for
at least the next year. We generated a net loss of $14,973 for the

<PAGE>

nine months ended September 30, 2000, and had an accumulated net loss of $18,002
for the period March 8, 1999 (inception) to September 30, 2000. In order to
become profitable and sustain profitability, we will need to generate
significant revenues to offset our cost of revenues, and sales and marketing,
research and development, and general and administrative expenses. We may never
be able to achieve or sustain our revenue or profit goals.

WE DO NOT GENERATE ANY REVENUES AND WE RELY ENTIRELY UPON OUTSIDE FINANCING.

Because of our inability to generate revenues, we rely entirely upon
external sources of financing. Since our inception in March 1999, we have
financed our operations through the sale of our common stock and by borrowing
from affiliates of our company. We will need additional financing in an amount
that we are unable to determine at this time to continue with our operations and
the development of our business plan. If our plans or assumptions change or are
inaccurate, we may be required to seek financing sooner than anticipated.
Sources of external financing may include short-term loans from affiliates, bank
borrowings, joint ventures, and future debt and equity offerings. We cannot
assure you that financing will be available on acceptable terms, or at all. Any
additional financing may result in dilution to our shareholders, including those
people who purchase our units in this offering. Our failure to obtain external
financing will have a material adverse effect on our results of operations and
financial condition. If we cannot obtain external financing when needed, we may
be forced to cease operations and abandon our business, and you may lose your
entire investment.

OUR FUTURE EXISTENCE REMAINS UNCERTAIN.

We have suffered losses from operations, require additional financing,
and need to enter into a license agreement with AVL Information Systems Ltd.
Ultimately we need to generate revenues and attain profitable operations. These
factors raise substantial doubt about our ability to continue as a going
concern. There can be no assurance that we will be able to license a
commercially viable product from AVL Information Systems Ltd. Even if we are
able to license a commercially viable product, there is no assurance that we
will be able to achieve or sustain profitable operations.

WE RELY ENTIRELY UPON OUR RELATIONSHIP WITH AVL INFORMATION SYSTEMS LTD., OUR
CONTROLLING SHAREHOLDER.

AVL Information Systems Ltd. is a Canadian public company that owns and
licenses certain technology and automatic vehicle location systems. Upon
becoming a U.S. publicly traded company, we intend to license certain technology
and automatic vehicle location systems from AVL Information Systems Ltd. We
anticipate that our license agreements may be non-exclusive, which means that
our competitors may have access to the same technology that may be granted to
us.

AVL Information Systems Ltd. is an affiliate of our company and became
our controlling shareholder by accepting shares of common stock in exchange for
funds advanced. Some of our officers and directors are also officers and
directors of AVL Information Systems Ltd. AVL Information Systems Ltd. and a
common director have provided substantially all funding for our company, and
they are assisting us in discussions with third parties concerning possible
strategic alliances. At this time, we rely entirely upon our relationship with
AVL Information Systems Ltd.

Our dependence upon AVL Information Systems Ltd. has made us vulnerable
to changes in the operations of AVL Information Systems Ltd. AVL Information
Systems Ltd. has incurred significant operating losses over the past six fiscal
years and has a working capital deficiency which casts doubt upon its ability to
continue as a going concern. The financial position of AVL Information Systems
Ltd. and its prior operating history may have a negative effect on our intended
operations. If we are unable to develop other key relationships, we may suffer
material and adverse consequences. We can give you no assurance that we will be
able to maintain our relationship with AVL Information Systems Ltd., or that we
will be able to develop and maintain other strategic alliances.

WE HAVE ENTERED INTO SEVERAL NON-ARM'S LENGTH TRANSACTIONS WITH OUR
SHAREHOLDERS, OFFICERS AND DIRECTORS.

We have issued shares of common stock in exchange for the services of
our promoters, officers and directors. Our determination of the number of shares
issued to them and the price per share was arbitrary and does not necessarily
bear any relationship to the assets, book value or net worth of our company. We
have also accepted

<PAGE>

several loans from our affiliates in exchange for common stock or promises to
repay. These transactions could be considered conflicts of interests, and
additional conflicts of interest may arise in the future. A conflict of interest
poses the risk that we may enter into a transaction on terms that would place us
in a worse position than if no conflict existed. Our officers and directors are
required by law to act honestly and in good faith with a view to our best
interest and to disclose any interest which they may have in any project or
opportunity of which we are involved. Although we believe that the transactions
were fair to our company, we have no specific internal policy governing
conflicts of interest.

OUR SUCCESS DEPENDS UPON OUR ABILITY TO DEVELOP AND MAINTAIN OTHER STRATEGIC
RELATIONSHIPS.

We are in the development stage of our business and we believe that our
success will depend on our ability to develop and maintain strategic
relationships with key access control and security system vendors, automation
distribution partners, and customers. We believe these relationships are
important in order to license and develop automatic vehicle location systems,
and create our sales, marketing and distribution capabilities. We have no such
relationships at this time, nor do we have any agreements with third parties. If
we are unable to develop these key relationships and enter into commercial
agreements, we will suffer material and adverse consequences. Our dependence on
strategic relationships will make us vulnerable to changes in the operations of
those partners.

WE MAY NOT BE ABLE TO TIMELY LICENSE CERTAIN TECHNOLOGY AND AUTOMATIC VEHICLE
LOCATION SYSTEMS FROM AVL INFORMATION SYSTEMS LTD.

Upon becoming a U.S. publicly traded company, we intend to license
automatic vehicle location systems and related technology from AVL Information
Systems Ltd. As of the date of this prospectus, we do not have a license
agreement or a commercially viable system. The final cost of licensing the
systems cannot be determined at this time. Our success, if any, will depend on
our ability to timely offer the systems within estimated cost parameters and
efficiently deploy the systems in a cost effective manner. We could encounter
technical hurdles at any time in the future, which could hinder or delay our
operations.

IF WE CANNOT DELIVER THE FEATURES AND FUNCTIONALITY POTENTIAL CUSTOMERS DEMAND,
WE WILL BE UNABLE TO ATTRACT OR RETAIN CUSTOMERS.

Our success depends upon our ability to determine the features and
functionality our anticipated customers demand and to license and implement
systems that meet their needs in an efficient manner. We cannot assure you that
we can successfully determine customer requirements or that our future services
will adequately satisfy customer demands. In addition, we may experience
difficulties that could delay or prevent the successful license, development,
introduction or marketing of new systems and system enhancements. If we cannot
effectively license, develop, deploy, maintain and enhance our systems, our
expenses may increase and we may not be able to recover our costs.

WE DO NOT KNOW IF THE AUTOMATIC VEHICLE LOCATION SYSTEMS WILL BE ACCEPTED BY OUR
TARGET MARKET.

The commercial success of the automatic vehicle location systems will
depend upon their acceptance by the market as a valuable and useful product. We
believe that market acceptance will depend upon several factors, including the
establishment of performance indicators and endorsement by industry leaders. The
automatic vehicle location industry and its associated products are in its
infancy, and we are not certain that our target customers will widely adopt our
intended systems. Even if they do so, they may not choose our system because,
among other things, it may be more expensive, complicated and require a
significant amount of technical support. If our target customers do not widely
adopt and purchase our systems, our business, financial condition and operations
will be adversely affected.

WE HAVE NO EXPERIENCE MARKETING AUTOMATIC VEHICLE LOCATION SYSTEMS.

We have no experience in marketing automatic vehicle location systems.
We intend to market the systems through strategic partners, Internet advertising
campaigns, and traditional media advertising campaigns. Given our lack of
marketing experience, our marketing plans may not be effective in selling our
systems. If our marketing

<PAGE>

plans fail and we are unable to develop new plans, we would not be able to sell
our systems and we may be forced to cease operations.

WE WILL FACE COMPETITION FROM EXISTING AND POTENTIAL COMPETITORS.

We will face substantial competition in the overall license, design,
manufacture and distribution markets as well as the technology market. We
believe that customers in our target market choose the services primarily on the
basis of functionality, price, ease of use, quality and geographic coverage. Due
to our small size, it can be assumed that most if not all of our competitors
have significantly greater financial, technical, marketing and other competitive
resources. Our competitors may be able to respond more quickly to new or
emerging technologies and changes in customer requirements than we can. In
addition, our current and potential competitors may bundle their products in a
manner that may discourage users from purchasing our systems. Also, our
competitors and potential competitors have greater name recognition and more
extensive customer bases that could be leveraged, for example, to position
themselves as being more experienced, having better products, and being more
knowledgeable than us. To compete, we may be forced to offer lower prices and
narrow our marketing focus, resulting in reduced revenues, if any.

We will also compete with alternative means of communication between
vehicles and their managers, including wireless telephone, two-way radios and
pagers. In addition, we expect that new competitors will enter the market for
location-relevant wireless information as businesses and consumers increasingly
demand information when they are mobile. Furthermore, the widespread adoption of
industry standards may make it easier for new market entrants or existing
competitors to offer the services we may offer or may offer in the future.

WE MAY ENCOUNTER DIFFICULTIES BY RELYING ON OUR FOREIGN SUPPLIERS AND FOREIGN
MANUFACTURERS.

We intend to license certain technology, parts, components and products
from companies in foreign countries, including AVL Information Systems Ltd., in
Ontario, Canada. The relative value of the United States dollar against foreign
currencies, the imposition of tariffs, import and export controls, and changes
in governmental policies could significantly affect financial condition. A
portion of our out-sourced operations may be conducted in China and Taiwan.
These countries may be subject to local economic, social and political
influences, such as transportation delays and interruptions, political and
economic uncertainty and disruptions, and labor strikes, any of which could
adversely affect our operations.

OUR OFFICERS AND DIRECTORS ARE ONLY DEVOTING A LIMITED TIME TO OUR BUSINESS, AND
THE LOSS OF OUR OFFICERS AND DIRECTORS OR OUR FAILURE TO ATTRACT AND RETAIN
ADDITIONAL PERSONNEL COULD ADVERSELY AFFECT OUR BUSINESS.

Our success depends largely upon the efforts, abilities, and
decision-making of our executive officers and directors. At this time, our
executive officers and directors are only devoting a limited amount of time to
our business. We do not maintain "key-man" life insurance on any of our
executives or directors, and there is no contract in place assuring their
services for any length of time. There can be no assurance that the services of
our executive officers and directors will remain available to us for any period
of time, or that we will be able to enter into employment contracts with any
additional personnel. The loss of any of our executive officers and directors
could, to varying degrees, have an adverse effect on our operations and systems
development. In the event that we should lose key members of our executive
officers or directors, or if we unable to find suitable replacements, we may not
be able to maintain our business and might have to cease operations, in which
case you might lose all of your investment.

OUR SECURITIES HAVE NO PRIOR PUBLIC MARKET AND OUR SHARE PRICE MAY DECLINE AFTER
THIS OFFERING.

There has never been a public market for our common stock, and an
active public market for our common stock may not develop or be sustained after
this offering. If an active market for our common stock does not develop, the
liquidity of your investment may be limited, and the price of our common stock
may decline below its initial public offering price. The initial public offering
price has been determined arbitrarily by us and bears no relationship to the
price that will prevail in the public market.

<PAGE>

OUR WARRANTS MAY BE EXERCISED ONLY IF THERE IS A CURRENT PROSPECTUS.

The warrants may be exercised only if a current prospectus relating to
the underlying shares of common stock is then in effect and only if the shares
are qualified for sale or exempt from registration under the securities laws of
the state or states in which the purchaser resides. So long as the warrants are
outstanding, we have undertaken to file all post-effective amendments to the
registration statement required to be filed under the Securities Act of 1933, as
amended, and to take appropriate action under the federal law and the securities
laws of those states where the warrants were initially offered to permit the
issuance and resale of common stock issuable upon exercise of the warrants.
However, there can be no assurance that we will be in a position to effect such
action, and the failure to do so may cause the exercise of the warrants and the
resale or other disposition of the common stock issued upon the exercise to be
unlawful.

UPON COMPLETION OF THIS OFFERING, YOU WILL EXPERIENCE IMMEDIATE AND SUBSTANTIAL
DILUTION.

The initial public offering price of the shares does not necessarily
bear any relationship to assets, book value or net worth of our company. If you
purchase in this offering, you will suffer immediate and substantial dilution in
your investment, of at least $0.091 per share or approximately 91% of the
offering price of the units.

A LIMITED NUMBER OF STOCKHOLDERS WILL COLLECTIVELY CONTINUE TO OWN A MAJORITY OF
OUR COMMON STOCK AFTER THIS OFFERING AND MAY ACT, OR PREVENT CERTAIN TYPES OF
CORPORATE ACTIONS, TO THE DETRIMENT OF OTHER STOCKHOLDERS.

Even if all of the units offered are sold, our directors, officers and
greater than 5% stockholders will own more than 88% of our outstanding common
stock. Accordingly, these stockholders may, if they act together, exercise
significant influence over all matters requiring stockholder approval, including
the election of a majority of the directors and the determination of significant
corporate actions after this offering. This concentration could also have the
effect of delaying or preventing a change in control that could otherwise be
beneficial to or stockholders.

WE WILL HAVE BROAD DISCRETION IN HOW WE USE THE PROCEEDS FROM THIS OFFERING, AND
OUR USE OF THESE PROCEEDS MAY NOT YIELD A FAVORABLE RETURN.

We intend to use the proceeds from this offering for general corporate
purposes, including the license and development of automatic vehicle location
systems. Accordingly, we will have broad discretion in using these proceeds. You
will not have the opportunity to evaluate the economic, financial or other
information that we may use to determine how we use these proceeds.

"PENNY STOCK" RULES COULD AFFECT THE SECONDARY MARKET FOR OUR COMMON STOCK AND
MAY AFFECT YOUR ABILITY TO SELL SHARES OF OUR COMMON STOCK.

Assuming that a public market for our common stock develops, which
there can be no assurance, our common stock will be subject to rules promulgated
by the SEC relating to "penny stocks," which apply to non-NASDAQ companies whose
stock trades at less than $5.00 per share or whose tangible net worth is less
than $2,000,000. These rules require brokers who sell "penny stocks" to persons
other than established customers and "accredited investors" to complete certain
documentation, make suitability inquiries of investors, and provide investors
with certain information concerning the risks of trading in the security. These
rules may discourage or restrict the ability of brokers to sell our common stock
and may affect the secondary market for the common stock.

RISKS ASSOCIATED WITH THE AUTOMATIC VEHICLE LOCATION INDUSTRY AND GLOBAL
POSITIONING SYSTEM TECHNOLOGY

OUR AUTOMATIC VEHICLE LOCATION SYSTEMS WILL DEPEND ON WIRELESS NETWORKS OWNED
AND CONTROLLED BY OTHERS. IF POTENTIAL CUSTOMERS DO NOT HAVE CONTINUED ACCESS TO
SUFFICIENT CAPACITY ON RELIABLE NETWORKS, WE MAY BE UNABLE TO SELL OUR SYSTEMS.

Our ability to generate revenues will depend on the ability of wireless
carriers to provide sufficient network capacity, reliability and security to our
anticipated customers. Even where wireless carriers provide coverage to entire
metropolitan areas, there are occasional lapses in coverage due to tall
buildings blocking the transmission of data. This effect could make our intended
systems less reliable and useful, and we may not be able to penetrate our

<PAGE>

target market. Our financial condition could be seriously harmed if the wireless
carriers were to increase the prices of their services, or to suffer operational
or technical failures. If wireless carriers do not expand coverage, we may be
unable to offer our services to potential customers in those areas.

OUR AUTOMATIC VEHICLE LOCATION SYSTEMS WILL DEPEND ON GLOBAL POSITIONING SYSTEM
TECHNOLOGY OWNED AND CONTROLLED BY OTHERS. IF WE ARE UNABLE TO ACCESS GLOBAL
POSITIONING TECHNOLOGY AND SATELLITES, WE WILL BE UNABLE TO DELIVER OUR SYSTEMS
AND WE WILL NOT BE ABLE TO GENERATE REVENUES.

We intend for our systems to rely on signals from Global Positioning
System satellites built and maintained by the U.S. Department of Defense. Global
Positioning System satellites and their ground support systems are subject to
electronic and mechanical failures and sabotage. If one or more satellites
malfunction, there could be a substantial delay before they are repaired or
replaced, if at all, and our services may cease and customer satisfaction, if
any, would suffer. In addition, the U.S. government could decide not to continue
to operate and maintain Global Positioning System satellites over a long period
of time or to charge for the use of the Global Positioning System. Furthermore,
because of ever-increasing commercial applications of the Global Positioning
System, other U.S. government agencies may become involved in the administration
or the regulation of the use of Global Positioning System signals in the future.
If the foregoing factors affect the Global Positioning System, such as by
affecting the availability and pricing of Global Positioning System technology,
our business will suffer.

GLOBAL POSITIONING SYSTEM TECHNOLOGY DEPENDS ON THE USE OF RADIO FREQUENCY
SPECTRUM CONTROLLED BY OTHERS.

Global Positioning System technology is dependent on the use of radio
frequency spectrum. An international organization known as the International
Telecommunications Union controls the assignment of spectrum. If the
International Telecommunications Union reallocates radio frequency spectrum, our
intended systems may become less useful or less reliable. This would, in turn,
harm our business. In addition, emissions from mobile satellites and other
equipment using other frequency bands may adversely affect the utility and
reliability of our intended systems.

THE REPORTING OF INACCURATE LOCATION-RELEVANT INFORMATION COULD CAUSE THE LOSS
OF CUSTOMERS AND EXPOSE US TO LEGAL LIABILITY.

Upon becoming a U.S. publicly traded company, we intend to license
automatic vehicle location systems and related technology from AVL Information
Systems Ltd. that will enable potential customers to track location-relevant
information. The accurate reporting of location-relevant information is critical
to our potential customers' businesses. If we fail to accurately report
location-relevant information, we could lose customers, our reputation and
ability to attract new customers could be harmed, and we could be exposed to
legal liability. We do not have insurance adequate to cover losses we may incur
as a result of these inaccuracies.

DEFECTS OR ERRORS IN OUR SYSTEMS COULD RESULT IN THE CANCELLATION OR DELAYS OF
OUR SERVICES, WHICH WOULD DAMAGE OUR REPUTATION AND HARM OUR FINANCIAL
CONDITION.

Automatic vehicle location systems must quickly keep pace with the
rapidly changing Global Positioning System, wireless communications and Internet
markets. Products and services that address these markets are likely to contain
undetected errors or defects, especially when first introduced or when new
versions are introduced. Our systems may not be free from errors or defects,
which could result in the cancellation or disruption of our services. This would
damage our reputation, and result in lost revenues, diverted development
resources, and increased costs.

GOVERNMENTAL REGULATIONS AND STANDARDS MAY HARM OUR BUSINESS AND COULD INCREASE
OUR COSTS OR REDUCE OUR OPPORTUNITY TO EARN REVENUES.

In addition to regulations applicable to businesses in general, we may
also be subject to direct regulation by governmental agencies, including the
Federal Communications Commission and Department of Defense. These regulations
may impose licensing requirements or safety standards with respect to human
exposure to electromagnetic radiation and signal leakage. A number of
legislative and regulatory proposals under consideration by federal, state,
provincial, local and foreign governmental organizations may lead to laws or
regulations concerning various aspects of the Internet, wireless communications
and Global Positioning Technology, including

<PAGE>

on-line content, user privacy, taxation, access charges and liability to
third-party activities. Additionally, it is uncertain how existing laws
governing issues such as taxation on the use of wireless networks, intellectual
property, libel, user privacy and property ownership, will be applied to our
services and products. The adoption of new laws or the application of existing
laws may expose us to significant liabilities and additional operational
requirements, which could decrease the demand for our intended products and
increase our cost of doing business. Wireless carriers who may supply us with
airtime are subject to regulation by the Federal Communications Commission and
regulations that affect them could also increase our costs.

OUR BUSINESS WILL BE HARMED IF THE DEMAND FOR SERVICES BASED ON WIRELESS
COMMUNICATIONS DOES NOT GROW.

The markets for wireless date services and related products and
services are still emerging, and continued growth in demand for, and acceptance
of, these services remains uncertain. Current barriers to market acceptance of
these services include cost, reliability, functionality and ease of use. We
cannot be certain that these barriers will be overcome. Since the market for
automatic vehicle location systems is new and evolving, it is difficult to
predict the size of this market or its growth rate. Our financial performance
will depend in large part upon the continued demand for vehicle management
services through wireless technologies. We cannot assure you that a sufficient
volume of customers will demand these or other services based on these
technologies. If the market for wireless on-line vehicle services grows more
slowly than we currently anticipate, we may not be able to generate revenues.

FORWARD-LOOKING STATEMENTS

Some information contained in this prospectus may contain
forward-looking statements. These statements include comments relating to the
development of our automatic vehicle location systems, the timing of product
development and related costs and expenses, revenues, financing needs, the
availability of financing on acceptable terms, and the market for the automatic
vehicle location products and services. The use of any of the words
"anticipate", "continue", "estimate", "expect", "may", "will", "project",
"should", "believe", "intend" and similar expressions are subject to business
and economic risks and uncertainties, and our actual results of operations may
differ materially from those contained in the forward-looking statements.

<PAGE>

DILUTION

"Dilution" represents the difference between the public offering price
per share of common stock and the adjusted pro forma net tangible book value per
share of common stock immediately after the completion of this offering.
Dilution arises mainly from our arbitrary decision about the offering price per
share of common stock. In this offering, the level of dilution will increase as
a result of our low net tangible book value before this offering.

The following table illustrates the anticipated dilution of a new
investor's equity in a share of common stock at different amounts of success
with this offering, based on our net tangible book value at September 30, 2000:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
25% SOLD 50% SOLD 100% SOLD
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Offering price per share of common stock $0.10 $0.10 $0.10
------------------------------------------------------------------------------------------------------------------------------
Net tangible book value per common share before offering $(0.00) $(0.00) $(0.00)
------------------------------------------------------------------------------------------------------------------------------
Increase per share attributable to new investors $0.001 $0.004 $0.009
------------------------------------------------------------------------------------------------------------------------------
Pro forma net tangible book value per common share after offering $0.001 $0.004 $0.009
------------------------------------------------------------------------------------------------------------------------------
Dilution per common share to new investors $0.099 $0.096 $0.091
------------------------------------------------------------------------------------------------------------------------------
Percentage dilution 99% 96% 91%
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The following table sets forth, as of September 30, 2000, after giving
effect to the sale of 25%, 50%, and 100% of the offering, a comparison of the
respective investment and equity of the current shareholders and investors
purchasing shares in this offering.

25% OF OFFERING SOLD
------------------------------------------------------------------------------------------------------------------------------------
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
NUMBER PERCENT AMOUNT PERCENT PRICE PER
SHARE
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Existing shareholders 18,700,000 96.8% $18,700 23.0% $0.001
------------------------------------------------------------------------------------------------------------------------------------
New investors 625,000 3.2% $62,500 77.0% $0.10
------------------------------------------------------------------------------------------------------------------------------------
Total 19,325,000 100.0% $81,200 100.0%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
50% OF OFFERING SOLD
------------------------------------------------------------------------------------------------------------------------------------
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
NUMBER PERCENT AMOUNT PERCENT PRICE PER
SHARE
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Existing shareholders 18,700,000 93.7% $18,700 13.0% $0.001
------------------------------------------------------------------------------------------------------------------------------------
New investors 1,250,000 6.3% $125,000 87.0% $0.10
------------------------------------------------------------------------------------------------------------------------------------
Total 19,950,000 100.0% $143,700 100.0%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
100% OF OFFERING SOLD
------------------------------------------------------------------------------------------------------------------------------------
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
NUMBER PERCENT AMOUNT PERCENT PRICE PER
SHARE
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Existing shareholders 18,700,000 88.2% $18,700 7.0% $0.001
------------------------------------------------------------------------------------------------------------------------------------
New investors 2,500,000 11.8% $250,000 93.0% $0.10
------------------------------------------------------------------------------------------------------------------------------------
Total 21,200,000 100.0% $268,700 100.0%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Prior to this offering, there has been no public market for our common
stock. The initial public offering price was determined arbitrarily by us. As of
October 30, 2000, there were nine (9) record holders of our common stock, owning
18,700,000 shares, all of which are restricted and not free-trading. The holders
are entitled to dividends when, and if, declared by our board of directors.

DIVIDEND POLICY

We have never paid any cash dividends on our common stock and intend to
retain future earnings, if any, to finance the development and expansion of our
business. Our future dividend policy is subject to the discretion of our board
of directors and will depend upon a number of factors, including our future
earnings, capital requirements, and financial condition.

USE OF PROCEEDS

If we sell all of the units being offered, our net proceeds are
estimated to be $195,000 after the offering expenses estimated at $30,000 and a
10% selling commission on all of the units payable by us. To the extent that we
sell more units without using the services of a placement agent, the net
proceeds will increase.

We intend to use the net proceeds from this offering, including the
proceeds from the exercise of any warrants, primarily for general corporate
purposes, including further development and commercialization of our business
plan, research and development, working capital and capital expenditures. The
amount and timing of our actual expenditures for each of these purposes will
vary significantly depending on a number of factors, including our licensing
agreements and related development efforts, competition, marketing and sales
activities, and market acceptance. While we have prepared internal forecasts, we
believe that these forecasts, as they apply to periods extending beyond the next
few months, are inherently unreliable and that our actual cash requirements will
differ materially from those we presently forecast. Our directors have
discretion in the allocation and use of the net proceeds of this offering.
Pending such uses, we intend to invest the proceeds from this offering in short
term, investment-grade, and interest bearing securities.

Our current business plan has identified total capital requirements
over the next several years that are substantially more than the anticipated
offering proceeds. If we are able to sell all of the units, we believe the net
proceeds of this offering will be sufficient to fund our operations for at least
the next twelve months.

The principal purposes of this offering are to become a U.S. publicly
traded company, to increase our working capital, create a public market for our
stock, increase our visibility, and facilitate our access to public equity
markets and strategic alliances.

<PAGE>

SELECTED FINANCIAL DATA

Our selected financial data for the nine month period ended September 30,
2000 shown below is derived from the unaudited financial statements prepared by
us. In our opinion, we have included all adjustments necessary for a fair
statement of results for this interim period and all such adjustments are of a
normal recurring nature. Interim results may not be indicative of the results of
operations to be expected for a full fiscal year.

Stark Tinter & Associates, LLC, independent auditors, have audited our
financial statements for the period March 8, 1999 (inception) to December 31,
1999. The financial data derived from the statements and shown below should be
read in conjunction with our financial statements and the notes included
elsewhere in this prospectus and to "Management's Discussion and Analysis of
Financial Condition and/or Plan of Operations" which follows.

BALANCE SHEET DATA: SEPTEMBER 30, 2000 DECEMBER 31, 1999
(UNAUDITED)

Current Assets $16,694 $471
Total Assets $16,694 $471
Current Liabilities $18,496 $3,500
Stockholders' Deficiency $(1,802) $(3,029)
Working Capital Deficiency $(1,802) $(3,029)

<TABLE>
<CAPTION>
STATEMENT OF LOSS DATA: MARCH 8, 1999 MARCH 8, 1999
9 MONTHS ENDED THROUGH THROUGH
SEPTEMBER 30, 2000 DECEMBER 31, 1999 SEPTEMBER 30, 2000
(UNAUDITED) (UNAUDITED)

<S> <C> <C> <C>
Revenues $0 $0 $0
Net Loss $(14,973) $(3,029) $(18,002)
Net Loss per Share $(0.00) $(0.00) $(0.00)
</TABLE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND/OR PLAN OF OPERATIONS

The following discussion should be read in conjunction with the
financial statements and the related notes included in this prospectus. This
prospectus contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ significantly from those
projected in the forward-looking statements as a result of many factors,
including those discussed in "Risk Factors", "Business" and elsewhere in this
prospectus.

OVERVIEW

<PAGE>

technology, cellular-wireless communications, and the Internet to enable
companies to efficiently manage their mobile resources with location-relevant
and time-sensitive information. The technology and systems are designed to
enable potential customers to use the Internet to track the movement of their
vehicles, employees, and goods and services. While there are several ways to
transmit information from a vehicle to a central location, we believe that
automatic vehicle location systems provide significant value to customers by
reducing their costs of doing business and increasing the productivity of their
mobile resources. At this time, we have not licensed any system or related
technology.

We were incorporated in March 1999 and have no operating history. We
are in the development stage and have not generated any revenues. We have a
cumulative net loss of $18,002 through September 30, 2000. We have suffered
losses from operations, require additional financing, need to license automatic
vehicle location systems and related technology from AVL Information Systems
Ltd., and need to establish manufacturing, marketing and distribution
relationships. Ultimately we need to generate revenues and successfully attain
profitable operations. The licensing and development of the systems may take
years to complete and the amount of resulting revenues, if any, is difficult to
determine. Our previous capital needs have been met by equity offerings, and we
have issued common stock in exchange for services rendered and funds advanced by
related parties. These factors raise substantial doubt about our ability to
continue as a going concern. There can be no assurance that we will be able to
license a commercially acceptable automatic vehicle location system. Even if we
are able to license a commercially acceptable system, there is no assurance that
we will be able to generate revenues and attain profitable operations.

RESULTS FROM OPERATIONS

We have a limited operating history. We incurred a net loss of $14,973
for the nine months ended September 30, 2000, and had a net loss of $3,029 for
the period ended December 31, 1999.

LIQUIDITY AND FINANCIAL CONDITION

For the nine months ended September 30, 2000, the statement of cash
flows reflects net cash used in operating activities of $13,773, which was
offset by net cash provided by financing activities of $29,996. At September 30
, 2000, we have cash of $16,694, and a working capital deficit of $1,802. All of
liabilities consist of advances from related parties. Since we have no source of
revenue, our working capital will be depleted by operating expenses and we will
be dependent upon external sources of cash. If we are able to sell all of the
units in this offering, we believe the net proceeds of this offering will be
sufficient to fund our operations for at least the next twelve months.

PLAN OF OPERATION

We have two primary objectives after we become a U.S. publicly traded
company. Our first objective is to enter into license agreements with AVL
Information Systems Ltd. to license its automatic vehicle location systems and
related technology. AVL Information Systems Ltd. owns two automatic vehicle
location systems, the Spryte System(TM) and Chaperone System(TM). We believe
these systems adequately integrate Global Positioning System technology,
cellular-wireless communications and the Internet to enable companies to
efficiently manage their mobile resources with location-relevant and
time-sensitive information. Our license agreements with AVL Information Systems
Ltd. will probably be non-exclusive, which means that our competitors may have
access to the same technology that will be granted to us by AVL Information
Systems Ltd. We believe the terms and provisions of the license agreements will
be consistent with industry standards.

Our second objective is to establish relationships with a number of
other companies to accelerate the development, distribution and sale of the
systems and related technology. We believe that our status as a U.S. publicly
traded company will assist us in establishing strategic alliances because of our
perceived level of credibility and access to capital in the U.S. markets. We
intend to establish relationships with existing companies engaged in the
automatic vehicle location industry, wireless carriers, manufacturers,
distributors, and Internet companies. We believe that establishing a network of
alliances, while not a small task, can be accomplished in a shorter period of
time and at less cost than building a comparable direct sales infrastructure. It
is our priority to establish a channel partner network in the U.S. and Canada,
and recruit international channel partners as opportunities present themselves.

<PAGE>

We do not expect to purchase any significant equipment during the next
twelve months, nor do we expect to hire a significant number of employees during
that time period. We expect to finance our objectives through the proceeds of
this offering.

BUSINESS

GENERAL

We were incorporated in the state of Nevada on March 8, 1999 by AVL
Information Systems Ltd. and its principal officer and directors. AVL
Information Systems Ltd. is a Canadian public company that owns and licenses
certain technology and automatic vehicle location systems. AVL Information
Systems Ltd. has incurred significant operating losses over the past six fiscal
years and has a working capital deficiency which casts doubt upon its ability to
continue as a going concern. AVL Information Systems Ltd. and its principal
officers and directors have incorporated us in an effort to start anew and to
take advantage of what they perceive to be the benefits of a United States
publicly traded company. Since our inception, we have focused our efforts on
becoming a U.S. publicly traded company.

Upon becoming a U.S. publicly traded company, we intend to license from
AVL Information Systems Ltd. two automatic vehicle location systems that
integrate Global Positioning System technology, cellular-wireless communications
and the Internet to enable companies to efficiently manage their mobile
resources with location-relevant and time-sensitive information. Both systems
include a proprietary hardware platform device that integrates wireless Internet
connectivity with a Global Positioning System receiver. The platforms are
installed in a vehicle and receive signals transmitted from Global Positioning
System satellites to determine location-relevant and time-sensitive information.
The information is transmitted over cellular-wireless networks and the Internet
to the customer's base station or a central station that is currently being
designed and developed by AVL Information System Ltd.

AVL INFORMATION SYSTEM LTD.'S SPRYTE SYSTEM(TM)

The first automatic vehicle location system is called the Spryte
System(TM). The Spryte System(TM) is designed for the commercial carrier, and
allows a fleet manager, at its base station, to simultaneously view the
location, operational status and event-based indicators of each fleet vehicle on
a digitized computer map display. The information is displayed in real-time. The
platforms of the Spryte System(TM) include a menu of status indicators which
represent the event-based nature of the system. The status or event-based
indicators include a variety of vehicle conditions, such as the ignition, speed,
sirens, emergency lights, excessive speed, collision, vehicle problems and
duress. We believe that event-based indicators will allow a fleet manager to
assemble and adapt its vehicle resources for optimum deployment as well as
respond in a timely manner to delay and unforeseen situations.

The Spryte System(TM) has three software modules: the listener, mapping
and server modules, which collaborate with one another to analyze and present
the status of a vehicle to the fleet manager. The listener module collects data
transmission from various vehicles in a fleet, interprets the information, and
delivers the information to the server module. The mapping module consists of
commercially available software that displays the most current maps of the fleet
manager's area of activity, including roads, highways, street names and address
locations. The mapping module also accommodates map edits and updates, as well
as geographic analyses such as point-to-point distance and distance traveled.
With the assistance of the listener and mapping modules, the server module
displays, in real-time, the location of each vehicle on the map, together with
the current status of the even-based indicators. The Spryte System(TM) also
allows the customer to store and archive the information. This allows a fle
manager to analyze historical vehicle movement patterns to achieve more
efficient results and/or to use the information to calculate performance
metrics.

The Spryte System(TM)accommodates all three traditional mediums of
communication from a vehicle to the base station: satellite, mobile radio and
cellular. The Spryte System(TM)has the ability to switch automatically from one
medium to another if the signal strength of a medium degrades. We believe the
communication redundancy capability should provide added assurance for our
potential customers.

<PAGE>

We believe also that AVL Information System Ltd.'s event-based approach
will give us an advantage over the conventional method of polling each vehicle
periodically according to a routine schedule. We believe the conventional method
is cost prohibitive, ineffective, and fails to report critical events. We
believe that AVL Information System Ltd.'s event-based communication uses
airtime for data transmission more efficiently, and will accommodate four times
more vehicles than the standard polling approach. AVL Information System Ltd.'s
event-based communication appears to have the ability to combine polling
functions, if needed, with event-based monitoring to meet the demand of our
potential customers.

AVL INFORMATION SYSTEM LTD.'S CHAPERONE SYSTEM(TM)

The second automatic vehicle location system is the Chaperone
System(TM). This system, which is currently being designed by AVL Information
Systems Ltd., is a lower price system designed for consumers that do not require
real-time tracking or event-based communication, but instead desire to know
where a vehicle is at any point in time. The Chaperone System(TM) will utilize
similar technologies as the Spryte System(TM), but will only identify
location-relevant information. The platform of the Chaperone System(TM) is being
designed to be equipped with a Cellemetry modem. The Cellemetry communications
network is a low-cost form of cellular communication that currently provides
coverage for 98% of North America. Cellemetry provides low-cost cellular
communication by using the overhead control channels of the cellular networks to
convey short, data messages.

The Chaperone System(TM)will utilize a Web site that is currently being
developed by AVL Information Systems Ltd. The Web site is being designed to
provide a customer with a personalized home page that may include a listing of
vehicles, a detailed vehicle history of past locations, and e-commerce
capabilities. Once complete, a customer will enter a query, and the Chaperone
System(TM)will determine the location of a vehicle and transmit the information
back to computers located at the facility of AVL Information Systems Ltd. The
information will then be plotted on a map and transmitted to the end-user via
the Internet. The information will be accessible at any time, and the customer
will be charged a monthly invoice for the services of AVL Information Systems
Ltd. We believe that the simplicity and lower price of the Chaperone
System(TM)will be ideal for a family or individual consumer.

PROTECTION OF TECHNOLOGY

Upon entering into a license agreement with AVL Information Systems
Ltd., we will rely on a combination of trade secret, trademark and copyright
laws, and nondisclosure and other contractual agreements to protect the
proprietary information licensed to us. We intend to enter into nondisclosure
agreements with our employees, consultants, distributors and corporate partners
and limit access to and distribution of all proprietary information. It may be
possible for a third party to misappropriate or infringe on the proprietary
information licensed to us. Third parties may also independently discover or
invent competing technologies or reserve engineer our trade secrets, software or
other technology. In addition, foreign countries may treat the protection of
proprietary rights differently from, and may not protect proprietary rights to
the same extent as, the laws of the U.S. Therefore, the measures we take to
protect the proprietary rights licensed to us may not be adequate.

KEY ALLIANCES AND RELATIONSHIPS

At this time, our only key alliance is with AVL Information Systems
Ltd. AVL Information Systems Ltd. is an affiliate of our company and became our
controlling shareholder by accepting shares of common stock in exchange for
funds advanced. Some of our officers and directors are also officers and
directors of AVL Information Systems Ltd. AVL Information Systems Ltd. and a
common director have provided substantially all of our funding, and they are
assisting us in discussions with third parties concerning possible strategic
alliances.

At this time, we rely entirely upon our relationship with AVL
Information Systems Ltd. Our dependence upon AVL Information Systems Ltd. has
made us vulnerable to changes in its operations. AVL Information Systems Ltd.
has incurred significant operating losses over the past six fiscal years and has
a working capital deficiency which casts doubt upon its ability to continue as a
going concern. The financial position of AVL Information Systems Ltd. and its
prior operating history may have a negative effect on our intended operations.
If we are unable to develop other key relationships, we may suffer material and
adverse consequences.

<PAGE>

We intend to establish relationships with a number of other companies
to accelerate the license and/or development, manufacture and sale of the
systems. We believe that establishing other strategic relationships will
facilitate our business and provide access to emerging technologies and
customers. We intend to establish relationships with existing companies engaged
in the automatic vehicle location industry, wireless carriers, manufacturers,
distributors, and Internet companies. We can give you no assurance that we will
be able to develop or maintain other strategic alliances.

RESEARCH AND DEVELOPMENT

At this time, we do not develop automatic vehicle location systems and
related technology. We have not spent any money on research and development.

MANUFACTURING

Upon entering into a license agreement with AVL Information Systems
Ltd., we intend to enter into strategic relationships with established
out-source manufactures. We intend to select potential manufacturers based on
the following criteria: ability to deliver product to functional specification;
reputation for quality; ability to meet cost objectives; financial capability;
and ability to respond to rapid volume increases. We intend to find several
out-source manufacturers so that in the event one of the manufacturers were to
cease doing business with us for any reason, the other manufacturers could
support the increase in manufacturing to support the loss of the other
manufacturer. We cannot assure you that we will be able to enter into strategic
relationships with an out-source manufacturer, and even if we were able to
establish several relationships, we could still suffer adverse effects if we
cease doing business with any one of them.

SALES AND MARKETING

We intend to market the systems in the U.S. and internationally to
shipping and delivery companies, other fleet operators, rental car companies,
railroad and transportation companies, government agencies and municipalities,
and private motor vehicle owners. We anticipate using marketing activities to
establish and build and our name recognition. We intend to use a variety of
target marketing communications techniques to achieve this, such as public
relations programs, advertising, industry and consumer promotions, Internet
advertising, and co-marketing and co-branding with wireless carriers. We
anticipate achieving our marketing objective by establishing a network of
strategic partners. We may also develop a direct sales force to call on
potential customers with large fleets and work with wireless carrier partners
and independent sales agents to increase our customer base.

COMPETITION

We will compete with companies that offer the ability to obtain
location-relevant information about their mobile resources. We will also compete
with alternative means of communication between vehicles and their managers or
owners, including wireless telephones, two-way radios, and pagers. We expect
competition to increase.

Within each of our markets, we face competition from public and private
companies as well as our potential customers' in-house design efforts. OmniTRACS
is a service from Qualcomm that uses satellite communications technology to
manage fleets of trucks that travel extended distances between urban areas,
referred to as long-haul trucking. Other potential competitors include wireless
Internet companies, such as Aether Systems, Phone.com and Research in Motion,
companies working on emergency working on emergency-911 solutions, such as
TruePosition, companies with solutions that integrate locations, wireless
communications, and call centers, such as General Motors, and companies that
provide wireless, location-relevant applications such as SignalSoft and At Road
Inc.

We will compete primarily on the basis of price, ease of use,
functionality, quality and geographic coverage. Due to our small size, it can be
assumed that most if not all of our competitors have significantly greater
financial, technical, marketing and other competitive resources. Our competitors
may be able to respond more quickly to new or emerging technologies and changes
in customer requirements than we can. In addition, our current and potential
competitors may bundle their products in a manner that may discourage users from
purchasing

<PAGE>

our products. Also, our competitors and potential competitors may have greater
name recognition and more extensive customer bases that could be leveraged, for
example, to position themselves as being more experienced, having better
products, and being more knowledgeable than us. To compete, we may be forced to
offer lower prices and narrow our marketing focus, resulting in reduced
revenues, if any.

EMPLOYEES

We have no employees as of the date of this prospectus. We intend to
conduct our initial operations through the services of our officers and
directors, and by retaining consultants and independent contractors. We may hire
employees in the foreseeable future.

FACILITIES

Our principal offices are located at 44990 Heydenreich, Clinton
Township, Michigan 48038. Under an oral agreement, we are occupying these
offices on a "rent-free" basis from our affiliate, AVL Information Systems Ltd.
We intend to enter into a written sub-lease agreement with AVL Information
Systems Ltd. within the next few months. We believe that our current facilities
are adequate to meet our needs at this time.

LEGAL PROCEEDINGS

There are no legal proceedings pending and, to the best of our
knowledge, there are no legal proceedings contemplated or threatened.

MANAGEMENT

OFFICERS AND DIRECTORS

Our officers and directors are as follows:

NAME AGE POSITION

Barbara Castanon 48 President, Vice President of Sales and
Marketing, and Director since inception.

Peter W. Fisher 54 Secretary, Treasurer and Chairman of the
Board of Directors since April 2000.

Bernd Luwe 53 Vice President of Operations and Chief
Technology Officer since April 2000.

The term of office of each director ends at the next annual meeting of
our stockholders or when such director's successor is elected and qualifies. The
term of office of each officer ends at the next annual meeting of our board of
directors, expected to take place immediately after the next annual meeting of
stockholders, or when such officer's successor is elected and qualifies. Since
our inception, we have not had an annual meeting of our stockholders.

BARBARA CASTANON, DIRECTOR, PRESIDENT, AND VICE PRESIDENT OF SALES AND
MARKETING. Since 1995, Ms. Castanon has been the director of business
development and program manager for international programs/advanced analysis at
GRC International, Inc., in Vienna, Virginia. In this capacity, Ms. Castanon is
responsible for business development. From 1993 to 1995, she was a private
consultant in the fields of international finance and business development. From
1990 to 1993, Ms. Castanon was a manager in the international finance and
marketing division at Hughes Network Systems in Germantown, Maryland. During
this time, she was also a member of the board of directors for Sunwize Energy
Systems, Inc., in Chicago, Illinois.

<PAGE>

From 1988 to 1990, Ms. Castanon was the senior marketing manager for
Amoco Technologies, Solarex Corp., in Rockville, Maryland. During 1985 to 1988,
she was the corporate finance, risk and cash manager for Atlantic Research
Corp., in Alexandria, Virginia. From 1980 to 1985, Ms. Castanon was a manager in
the leasing division of Moriah Data Corp., in Chantilly, Virginia. Ms. Castanon
received a Bachelor of Science in Business, with emphasis in finance and
marketing from the University of Maryland, College Park, Maryland.

PETER W. FISHER, DIRECTOR, SECRETARY AND TREASURER. Since 1992, Mr.
Fisher has been the chairman and chief executive officer of AVL Information
Systems Ltd., Ontario, Canada, a Canadian public company listed over-the-counter
in Toronto. AVL Information Systems Ltd. develops and markets automatic vehicle
location systems. From 1987 to 1992, Mr. Fisher was the president and chief
executive officer of Tyrae Resources, Sarina, Ontario, a junior capital pool
corporation listed on the Alberta Stock Exchange. In that capacity, Mr. Fisher
assisted in the development of stolen vehicle recovery technology. From 1982 to
1987, he was the president of Par Sar Investment Limited, Sarina, Ontario, a
Canadian private company which provided consulting services relating to funding
and structuring of private and public companies. From 1979 to 1982, Mr. Fisher
was a registered representative with Richardson Securities of Canada, and from
1974 to 1979, he was an account manager and registered representative for
Midland Doherty Inc. of Canada, in Sarina, Ontario.

In 1970, Mr. Fisher received a Bachelor of Arts with a major in
psychology and a minor in mathematics from Simon Fraser University, Burnaby,
British Columbia. He subsequently completed several Canadian securities courses
and in 1980, he became a Fellow of the Canadian Securities Institute. Mr. Fisher
is also a Registered Options Principal and a Registered Commodity Principal.

BERND LUWE, VICE PRESIDENT OF OPERATIONS AND CHIEF TECHNOLOGY OFFICER.
Since June 2000, Mr. Luwe has been the operations manager for AVL Information
Systems Ltd. From 1996 to 2000, Mr. Luwe was the operations manager for Vasogen
Inc., Toronto, Canada, a public company listed on the American Stock Exchange
and the Toronto Stock Exchange. Vasogen, Inc. is a medical device manufacturer
that focuses on sterile disposables. From 1990 to 1995, he was the vice
president of engineering of Surface Mount Technology Centre, Ontario, Canada, a
public company that specializes in the assembly of surface mounted components
for computer circuit boards. From 1981 to 1989, Mr. Luwe was the founder,
president and chief executive officer of Microart Services Inc., Ontario,
Canada, a company engaged in the business of printed circuit design.

From 1975 to 1980, Mr. Luwe was a senior printed circuit designer with
Motorola Canada, in Toronto, Ontario. From 1973 o 1975, he was a mechanical
product designer for ITT Cannon, Whitby, Ontario. From 1968 to 1973, Mr. Luwe
was a mechanical designer and hybrid/printed circuit designer for Collins Radio
in Rockwell, New Mexico. Mr. Luwe has attended several management courses at
Centennial College, in Toronto, Ontarioa, but did not receive a degree.

No other directorships are held by each director in any company with a
class of securities registered pursuant to Section 12 of the Securities Exchange
Act of 1934 or any company registered as an investment company, under the
Investment Company Act of 1940.

AVL Information Systems Ltd., Ms. Castanon, Mr. Fisher and Mr. Luwe may
be deemed to be our "promoters" and "control persons", as that term in defined
in the Securities Act of 1933.

EXECUTIVE COMPENSATION

The following table sets forth the remuneration from March 8, 1999
(inception) through September 30, 2000 of our three highest paid officers and
directors:

<TABLE>
<CAPTION>
NAME OF INDIVIDUAL CAPACITIES IN WHICH AGGREGATE NUMBER OF
OR IDENTITY OF GROUP REMUNERATION WAS RECEIVED REMUNERATION SECURITIES
-------------------- ------------------------- ------------ ----------
<S> <C> <C> <C>

Barbara M. Castanon President, Vice President of $100(1) 100,000
Sales and Marketing, and
Director

</TABLE>

<PAGE>

Peter W. Fisher Secretary, Treasurer and $750(2) 750,000
Chairman of the Board

Bernd Luwe Vice President of Operations $100(3) 100,000
and Chief Technology Officer
</TABLE>

(1) On April 26, 2000, we issued 100,000 shares of common stock to Ms.
Castanon, at a price of $0.001 per share, in exchange for services
valued at $100.

(2) On April 26, 2000, we issued 750,000 shares of common stock to Mr.
Fisher, at a price of $0.001 per share, in exchange for services valued
at $750.

(3) On April 26, 2000, we issued 100,000 shares of common stock to Mr.
Luwe, at a price of $0.001 per share, in exchange for services valued
at $100.

Other than the above transactions, we do not pay monetary compensation
to our officers and directors, nor do we compensate our directors for attendance
at meetings. We reimburse our officers and directors for reasonable expenses
incurred during the course of their performance. There are no employment
agreements with any of our executive officers, and we have no long-term
incentive or medical reimbursement plans. We anticipate offering some form of
incentive-based monetary compensation in the future.

STOCK OPTION PLAN

We do not have a formal stock option plan. Our board of directors, in
its discretion, may issue options to officers, directors, key alliances and
consultants on a case-by-case basis. In general, options may be exercised by
payment of the option price by either (i) cash, (ii) tender of shares of our
common stock which have a fair market value equal to the option price, or (iii)
by such other consideration as the board of directors may approve at the time
the option is granted.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides certain information as to our officers and
directors individually and as a group, and the holders of more than 5% of our
common stock, as of November 1, 2000. Except as otherwise indicated, the persons
named in the table have sole voting and investing power with respect to all
shares of common stock owned by them.

NUMBER OF PERCENT OF CLASS PERCENT OF CLASS
NAME AND ADDRESS OF OWNER SHARES HELD (1) BEFORE OFFERING(2) AFTER OFFERING(2)
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

Peter W. Fisher (3) 2,750,000 14.7% 13.0%
2323 Passingham Drive
Sarina, Ontario N7T 7H4
Canada

Barbara M. Castanon 100,000 0.5% 0.5%
25445 Morse Drive
South Riding, Virginia 20152

</TABLE>

<PAGE>

AVL Information Systems Ltd.(4) 15,000,000 80.2% 70.8%
2323 Passingham Drive
Sarina, Ontario N7T 7H4
Canada

Officers and directors, as a group 2,950,000 15.8% 13.9%
(3 persons)
</TABLE>

(1) Management anticipates that it may offer units to Peter Fisher as
partial repayment of the promissory note dated August 2, 2000.
Management does not anticipate that any other person listed will
subscribe for units in this offering.

(2) Based on 18,700,000 shares of common stock outstanding on November 1,
2000, and 21,200,000 shares outstanding after the offering.

(3) Includes 750,000 shares of common stock owned by Tyler Fisher, a
relative of Peter Fisher.

(4) Peter Fisher is an officer and director of AVL Information Systems
Ltd., and Bernd Luwe is also an officer of AVL Information Systems Ltd.

CHANGES IN CONTROL

We are not aware of any arrangements that may result in a change in
control of our company.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

AVL INFORMATION SYSTEMS LTD. AVL Information Systems Ltd., Ontario,
Canada, is a Canadian public company that owns and licenses certain technology
and automatic vehicle location systems. AVL Information Systems Ltd. is our
controlling shareholder.

On March 20, 2000, AVL Information Systems Ltd. advanced $15,000 for
working capital. On August 2, 2000, we repaid AVL Information Systems Ltd. by
issuing 15,000,000 shares of common stock at $0.001 per share. The price per
share was determined arbitrarily by us and did not necessarily bear any
relationship to the assets, book value or net worth of our company.

Under an oral agreement, we are occupying our principal offices on a
"rent-free" basis from AVL Information Systems Ltd. We intend to enter into a
written sub-lease agreement with AVL Information Systems Ltd. within the next
few months.

Peter Fisher, an officer and director of our company, is also an
officer and director of AVL Information Systems Ltd. Tyler Fisher, a relative of
Peter Fisher and a shareholder of our company, is a director of AVL Information
Systems Ltd. Bernd Luwe, an officer of our company, is also an officer of AVL
Information Systems Ltd.

AVL Information Systems Ltd. and Peter Fisher have provided
substantially all funding for our company, and they are assisting us in
discussions with third parties concerning possible strategic alliances. At this
time, we

<PAGE>

rely entirely upon our relationship with AVL Information Systems Ltd. Our
dependence upon AVL Information Systems Ltd. has made us vulnerable to changes
in the operations of AVL Information Systems Ltd. If we are unable to develop
other key relationships or fail to maintain and enhance our existing
relationship with AVL Information Systems Ltd., we will suffer material and
adverse consequences.

Upon becoming a U.S. publicly traded company, we intend to license
existing automatic vehicle location systems and related technology from AVL
Information Systems Ltd. We believe that the terms and conditions of the license
agreements will be consistent with industry standards. We also anticipate that
some of our license agreements may be non-exclusive, which means that our
competitors may have access to the same technology that may be granted to us.

PETER W. FISHER. On April 26, 1999, Mr. Fisher advanced $3,500 as an
operating advance. There are no written terms or conditions for repayment, and
the loan is without interest.

On March 20, 2000, Mr. Fisher advanced $15,000 for working capital. On
August 2, 2000, we signed a Promissory Note to repay Mr. Fisher by March 31,
2001. Under the promissory note, we are not required to pay interest on the
money and we may prepay Mr. Fisher in whole or in part at any time prior to
March 31, 2001, without penalty.

On April 26, 2000, we issued 750,000 shares of common stock to Mr.
Fisher, at a price of $0.001 per share, in exchange for services valued at $750.
There was no written agreement between ourselves and Peter Fisher, and the price
per share was determined arbitrarily by us and did not necessarily bear any
relationship to the assets, book value or net worth of our company.

Peter Fisher is an officer and director of AVL Information Systems Ltd.

Tyler Fisher, a shareholder of our company, is related to Peter Fisher.
On April 26, 2000, we issued Tyler Fisher 250,000 shares of common stock, at a
price of $0.001 per share, in exchange for services valued at $250. There was no
written agreement between ourselves and Tyler Fisher, and the price per share
was determined arbitrarily by us and did not necessarily bear any relationship
to the assets, book value or net worth of our company.

DESCRIPTION OF SECURITIES

GENERAL

We are authorized to issue of up to 50,000,000 common shares, $0.001
par value per share, and 1,000,000 preferred shares, $0.01 par value per share.
The following summary does not purport to be complete. You may wish to refer to
our Articles of Incorporation and Bylaws, copies of which are available for
inspection.

PREFERRED STOCK

Our Articles of Incorporation authorize our board of directors to
issue, by resolution, 1,000,000 shares of preferred stock, in classes or series,
having such designations, powers, preferences, rights, and limitations as the
board of directors may from time to time determine. As of the date of this
prospectus, no classes of preferred stock have been designated and no shares
have been issued.

COMMON STOCK

As of November 1, 2000, there were 18,700,000 shares of common stock
issued and outstanding. Our board of directors may issue additional shares of
common stock without the consent of the common stockholders.

VOTING RIGHTS. Each outstanding share of common stock is entitled to
one vote. The common stockholders do not have cumulative voting rights, which
means that the holders of more than 50% of such outstanding shares voting for
the election of directors can elect all of the directors to be elected, if they
so choose.

<PAGE>

NO PREEMPTIVE RIGHTS. Holders of common stock are not entitled to any
preemptive rights.

DIVIDENDS AND DISTRIBUTIONS. Holders of common stock are entitled to
receive such dividends as may be declared by our directors out of funds legally
available for dividends and to share pro rata in any distributions to holders of
common stock upon liquidation or otherwise. However, we have never paid cash
dividends on our common stock, and do not expect to pay such dividends in the
foreseeable future.

WARRANTS

Our warrants will be issued in registered form under, governed by, and
subject to the terms of a warrant agreement. The following statements are brief
summaries of certain provisions of the warrant agreement. A copy of a warrant
agreement may be obtained from us and has been filed with the Securities and
Exchange Commission as an exhibit to this registration statement of which this
prospectus is a part.

Each warrant entitles the holder to purchase one share of common stock
at a price of $0.50 per share at any time after the warrant is purchased until
twelve months after the completion of this offering. The warrants may not be
separately traded until six months after the date of purchase. The warrants
contain provisions that protect the warrant holders against dilution by
adjustment of the exercise price in certain events including stock dividends,
split, reverse split or recapitalization. A warrant holder will not possess any
rights as a stockholder of us. The shares of common stock, when issued upon the
exercise of the warrants in accordance with the terms of the warrant agreement,
will be fully paid and non-assessable.

TRANSFER AGENT

The registrar and transfer agent for our common stock is Computershare
Trust Company, Inc., 12039 West Alameda Parkway, Suite Z-2, Lakewood, Colorado
80228.

PLAN OF DISTRIBUTION

GENERAL

We are acting as the general selling agent with respect to the units
being offered at a price of $0.10 per unit. We intend to enter into agreements
with securities broker-dealers, who are members of the NASD, so that
broker-dealers who will be involved in the sale of the units will be paid a
commission of up to ten percent by us. No broker-dealer has agreed to
participate in this offering as of the date of this prospectus. The NASD must
first approve the arrangements with any broker-dealers that will participate in
the distribution of this offering. In addition, our officers and directors may
also be involved in the sale of the units but will not receive any sales
commission or other remuneration. This distribution will not involve any
reallocations between NASD members and non-members. We do not intend to register
as a broker-dealer under Section 15 of the Exchange Act. Section 15 requires
persons "in the business" of selling securities to register as broker-dealers.
We do not believe that we are "in the business" of selling securities.

We may provide any sales agent or broker-dealer with a list of persons
whom we believe may be interested in purchasing units in this offering. The
sales agent or broker-dealer may sell a portion of the units to any such person
if he resides in a state where the units can be sold and where the sales agent
or broker-dealer can sell the

<PAGE>

units. No sales agent or broker-dealer is obligated to sell any units to any
such person and will do so only to the extent that such sales would not be
inconsistent with the public distribution of the units. We are unaware of any
person, including any affiliate, who intends to finance any portion of the
purchase price of the units to be acquired in this offering. It is not intended
that the proceeds from this offering will be used, directly or indirectly, to
enable anyone to purchase units.

In addition, we may offer these units to Peter Fisher as repayment of
our debt at $0.10 per unit.

METHOD OF SUBSCRIBING

You may subscribe by completing and delivering our form of subscription
agreement to us. The subscription price of $0.10 per unit must be paid by check,
bank draft, or postal or express money order payable in United States dollars to
the order of i-Track, Inc. Certificates for shares of common stock and warrants
subscribed for will be issued as soon as practicable after termination of the
offering.

EXPIRATION DATE

The subscription offer will expire _______________________ [90 days
from the date of this prospectus] which period may be extended for an additional
90 days, or on such earlier date as we shall determine in our discretion.

RIGHT TO REJECT

We reserve the right to reject any subscription in our sole discretion
and to withdraw this offer at any time prior to our acceptance of the
subscriptions received, if acceptance of a subscription would result in the
violation of any laws to which we are subject.

NO ESCROW

We have not established an escrow account and we are employing the
funds as they are being raised. THIS OFFERING IS NOT SUBJECT TO ANY MINIMUM
SUBSCRIPTION LEVEL, AND THEREFORE ANY FUNDS RECEIVED FROM A PURCHASER ARE
AVAILABLE TO US AND NEED NOT BE REFUNDED TO THE PURCHASER.

SEC POSITION ON INDEMNIFICATION

As permitted by Nevada law, our Articles of Incorporation includes a
provision which provides that a director of our company shall not be personally
liable to us or our stockholders for monetary damages for a breach of fiduciary
duty as a director, except (i) for any breach of the director's duty of loyalty
to us or our stockholders, (ii) for acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of the law, (iii) under
the General Corporation Law of the State of Nevada, which prohibits the unlawful
payment of dividends or the unlawful repurchase or redemption of stock, or (iv)
for any transaction from which the director derives an improper personal
benefit. This provision is intended to afford directors protection against, and
to limit their potential liability for monetary damages resulting from, suits
alleging a breach of the duty of care by a director.

The provisions diminish the potential rights of action which might
otherwise be available to our shareholders by limiting the liability of officers
and directors to the maximum extent allowable under Nevada law and by affording
indemnification against most damages and settlement amounts paid by a director
of us in connection with any shareholders derivative action. However, the
provisions do not have the effect of limiting the right of a shareholder to
enjoin a director from taking actions in breach of his fiduciary duty, or to
cause us to rescind actions already taken, although as a practical matter courts
may be unwilling to grant such equitable remedies in circumstances in which such
actions have already been taken. Also, because we do not presently have
directors liability insurance and because there is no assurance that we will
procure such insurance or that if such insurance is procured it will provide
coverage to the extent directors would be indemnified under the provisions, we
may be forced to bear a portion or all of the cost of the director's claims for
indemnification under such provisions. If we are forced to bear the costs for
indemnification, the value of our common stock may be adversely affected. In

<PAGE>

the opinion of the Securities and Exchange Commission, indemnification for
liabilities arising under the Securities Act of 1933 is contrary to public
policy and, therefore, is unenforceable.

LEGAL MATTERS

Dill Dill Carr Stonbraker & Hutchings, P.C., Denver, Colorado will pass
upon the validity of the units offered by i-Track, Inc.

EXPERTS

The financial statements of i-Track, Inc. for the period March 8, 1999
(inception) to December 31, 1999 included in this prospectus have been audited
by Stark Tinter & Associates, LLC, independent accountants, as set forth in
their report on such financial statements, and are included in this prospectus
in reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.

AVAILABLE INFORMATION

i-Track, Inc. has not previously been subject to the reporting
requirements of the SEC. We have filed with the SEC a registration statement on
Form SB-1 under the Securities Act with respect to the securities offered
hereby. This prospectus does not contain all of the information set forth in the
registration statement and the exhibits and schedules thereto. For further
information with respect to us and our securities, you should review the
registration statement and the exhibits and schedules thereto. Statements made
in this prospectus regarding the contents of any contract or document filed as
an exhibit to the registration statement are not necessarily complete. You
should review the copy of such contract or document so filed.

You can inspect the registration statement and the exhibits and the
schedules thereto filed with the commission, without charge, at the office of
the SEC at Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549. You
can also obtain copies of these materials from the public reference Section of
the commission at 450 Fifth Street, NW, Washington, D.C. 20549, at prescribed
rates. You can obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. The SEC maintains a web site on the
Internet that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the Commission at
HTTP://WWW.SEC.GOV.

REPORTS TO STOCKHOLDERS

As a result of filing the registration statement, we will become
subject to the reporting requirements of the Securities Exchange Act of 1934,
and will be required to file periodic reports, proxy statements, and other
information with the SEC. We will furnish our shareholders with annual reports
containing audited financial statements certified by independent public
accountants following the end of each fiscal year, proxy statements, and
quarterly reports containing unaudited financial information for the first three
quarters of each fiscal year following the end of such fiscal quarter.

<PAGE>

i-TRACK, INC.
F/K/A AVL SYS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)INC.
AS OF AND FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2000
(unaudited)

F-1

<PAGE>

TABLE OF CONTENTS

Financial Statements:

Balance Sheet 1

Statements of Operations 2

Statements of Cash Flows 3

Notes to Financial Statements 4

F-2

<PAGE>

I-TRACK, INC.
F/K/A AVL SYS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
SEPTEMBER 30, 2000
(UNAUDITED)

ASSETS

Current assets:
Cash held in trust $ 16,694
=============

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current liabilities:
Operating advance - related parties $ 18,496
-------------
Total current liabilities 18,496
-------------

Stockholders (deficit):
Preferred stock: 1,000,000 shares authorized, $0.01 par value,
none issued or outstanding 0
Common stock: 50,000,000 shares authorized $0.001 par value,
18,700,000 shares issued and outstanding 18,700
Subscription receivable (2,500)
Deficit accumulated during the development stage (18,002)
-------------
(1,802)
-------------

$ 16,694
=============

The accompanying notes are an integral part of the financial statements.

F-3

<PAGE>

i-Track, Inc.
F/K/A AVL SYS International, Inc.
(A Development Stage Company)
Statements of Operations
(unaudited)

<TABLE>
<CAPTION>
For the Period For the Period
For the nine months March 8, 1999 (inception) March 8, 1999 (inception)
Ended Through Through
September 30, 2000 September 30, 1999 September 30, 2000
------------------- ------------------------- -------------------------
<S> <C> <C> <C>

Revenue: $ 0 $ 0 $ 0
------------------- ------------------------- -------------------------

Costs and expenses:
General and administrative 14,973 3,029 18,002
------------------- ------------------------- -------------------------

Net (Loss) $ (14,973) $ (3,029) $ (18,002)
=================== ========================= =========================

Per share information: Basic and fully diluted
Weighted average number of common
shares outstanding 18,700,000 18,700,000 18,700,000
=================== ========================= =========================

Net (loss) per common share $ (0.00) $ (0.00) $ (0.00)
=================== ========================= =========================

</TABLE>

The accompanying notes are an integral part of the financial statements.

F-4

<PAGE>

i-Track, Inc.
F/K/A AVL SYS International, Inc.
(A Development Stage Company)
Statements of Operations
(unaudited)

Cash flows from operating activities:
Net cash (used in) operating activities $ (13,773) $ (3,029) $ (16,802)
------------------- ------------------------ ------------------------

Cash flows from investing activities:
Net cash provided by investing activities 0 0 0
------------------- ------------------------ ------------------------

Cash flows from financing activities:
Proceeds from operating advance-related party 29,996 3,500 33,496
------------------- ------------------------ ------------------------
Net cash provided by financing activities 29,996 3,500 33,496
------------------- ------------------------ ------------------------

Net increase in cash 16,223 471 16,694

Beginning cash 471 0 0
------------------- ------------------------ ------------------------

Ending cash $ 16,694 $ 471 $ 16,694
=================== ======================== ========================
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-5

<PAGE>

i-Track, Inc.
F/K/A SYS International, Inc.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2000
(Unaudited)

NOTE 1 BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles ("GAAP") for interim financial
information and Item 310(b) of Regulation SB. They do not include all of the
information and footnotes required by GAAP for complete financial statements. In
the opinion of management, all adjustments (consisting only of normal recurring
adjustments) considered necessary for a fair presentation have been included.
The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year. For further
information, refer to the financial statements of the Company as of December 31,
1999, including notes thereto included in this filing.

NOTE 2 NET LOSS PER COMMON SHARE

The Company follows Statement of Financial Accounting Standards No. 128,
"Earnings Per Share ("SFAS No. 128"). Basic earnings per common share ("EPS")
calculations are determined by dividing net loss by the weighted average number
of shares of common stock outstanding during the year. Diluted earnings per
common share calculations are determined by dividing net income by weighted
average number of common shares and diluted common share equivalents
outstanding.

NOTE 3 STOCKHOLDERS' (DEFICIT)

On April 26, 2000 the Company issued 1,200,000 shares of common stock to its
founders in exchange for services related to corporate organizational
activities, valued at $1,200 which management believes is the fair value of the
services provided.

During the period the Company issued 15,000,000 shares of common stock to repay
a $15,000 operating advance (see Note 4) and 2,500,000 shares of common stock in
exchange for a receivable in the amount of $2,500.

Since the common shares described above have been issued for nominal
consideration they have been considered outstanding for the historical periods
presented in the computation of earnings per share.

NOTE 4 RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2000, AVL Information Systems, Ltd.
and the Company's Chairman of the Board, each loaned $15,000 to the Company. On
August 2, 2000, the chairman accepted a non-interest bearing, unsecured
promissory note, due on March 31, 2001. On September 12, 2000, AVL Information
Systems, Ltd. accepted 15,000,000 shares of common stock at $.001 par value for
full payment of its $15,000 operating advance.

F-6

<PAGE>

i-TRACK, INC.
F/K/A AVL SYS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
FOR THE PERIOD MARCH 8, 1999 (INCEPTION)
TO DECEMBER 31, 1999

F-7

<PAGE>

TABLE OF CONTENTS

Financial Statements:

Report of Independent Auditors 1

Balance Sheet 2

Statement of Operations 3

Statement of Changes in Stockholders' (Deficit) 4

Statement of Cash Flows 5

Notes to Financial Statements 6-9

F-8

<PAGE>

REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
i-Track, Inc.
Clinton Township, Michigan

We have audited the accompanying balance sheet of i-Track, Inc. (A Development
Stage Company) as of December 31, 1999, and the related statements of
operations, stockholders' (deficit), and cash flows for the period March 8, 1999
(inception) to December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our 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 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 i-Track, Inc. (A Development
Stage Company) as of December 31, 1999, and the results of its operations, and
its cash flows for the period March 8, 1999 (inception) to December 31, 1999, in
conformity with generally accepted accounting principles.

Stark Tinter & Associates, LLC
Denver, Colorado
October 11, 2000

F-9
<PAGE>

I-TRACK, INC.
F/K/A AVL SYS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1999

ASSETS

Current assets:
Cash held in trust $ 471
------------

$ 471
============

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:
Operating advance - related party $ 3,500
------------

Stockholders' (deficit):
Preferred stock: 1,000,000 shares authorized,
$0.01 par value, none issued or outstanding -
Common stock: 50,000,000 shares authorized,
$0.001 par value, none issued or outstanding -
Deficit accumulated during the development stage (3,029)
-------------

$ 471
=============

The accompanying notes are an integral part of the financial statements.

F-10

<PAGE>

i-TRACK, INC.
F/K/A AVL SYS INTERNATIONA, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD MARCH 8, 1999 (INCEPTION) THROUGH DECEMBER 31, 1999

Revenue: $ -
---------------

Costs and expenses:
General and administrative expenses 3,029
---------------
Total costs and expenses 3,029
---------------

Net (Loss) $ (3,029)
===============

Per share information: Basic and fully diluted

Weighted average number of common
shares outstanding 18,700,000
===============

Net (loss) per common share $ (0.00)
===============

The accompanying notes are an integral part of the financial statements.

F-11

<PAGE>

I-TRACK, INC.
F/K/A AVL SYS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)
FOR THE PERIOD MARCH 8, 1999 (INCEPTION) TO DECEMBER 31, 1999

Common Stock Deficit Accumulated
------------------------------------ During The Total
Number of Development Stockholders'
Shares Amount Stage (Deficit)
--------------- ---------------- -------------------- ----------------
<S> <C> <C> <C> <C>

March 8, 1999 (inception) - $ - $ - $ -

Net (loss) for the period
March 8 through December 31, 1999 - - (3,029) -
-------------- --------------- ------------------- ---------------
December 31, 1999 - $ - $ (3,029) $ (3,029)
============== =============== =================== ===============

</TABLE>

The accompanying notes are an integral part of the financial statements.

F-12
<PAGE>

I-TRACK, INC.
F/K/A AVL SYS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD MARCH 8, 1999 (INCEPTION) THROUGH DECEMBER 31, 1999

Cash flows from operating activities:
Net (loss) $ (3,029)
Adjustments to reconcile net (loss) to
net cash used in operating activities: -
-------------
Net cash (used in) operating activities (3,029)
-------------

Cash flows from investing activities:
Net cash provided by investing activities -
-------------
Cash flows from financing activities:
Proceeds from operating advance - related party 3,500
-------------
Net cash provided by financing activities 3,500
-------------

Net Increase in Cash 471

Beginning Cash -
-------------
Ending Cash $ 471
=============

Supplemental cash flow information:

Cash paid for: Income taxes $ -
Interest $ -

The accompanying notes are an integral part of the financial statements.

F-13

<PAGE>

I-TRACK, INC.
F/K/A AVL SYS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

i-Track, Inc. (formerly AVL SYS International, Inc.), "the Company was
incorporated under the laws of the state of Nevada on March 8, 1999.

Revenue Recognition

The Company recognizes revenue when its products are delivered or services are
provided.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents.

Financial Instruments

Fair value estimates discussed herein are based upon certain marke assumptions
and pertinent information available to management as of December 31, 1999. The
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash and
advances payable. Fair values were assumed to approximate carrying values for
these financial instruments because they are short term in nature and their
carrying amounts approximate fair values or they are receivable or payable on
demand.

Long Lived Assets

The carrying value of long lived assets is reviewed on a regular basis for the
existence of facts and circumstances that suggest impairment. To date, no such
impairment has been indicated. Should there be an impairment in the future, the
Company will measure the amount of the impairment based on the undiscounted
expected futur cash flows from the impaired assets.

Net Income (Loss) per Common Share

The Company calculates net income (loss) per share as required by SFAS No. 128,
"Earnings per Share." Basic earnings (loss) per share is calculated by dividing
net income (loss) by the weighted average number of common shares outstandin for
the period. Diluted earnings (loss) per share is calculated by dividing net
income (loss) by the weighted average number of common shares

F-14

<PAGE>

I-TRACK, INC.
F/K/A AVL SYS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Net Income (Loss) per Common Share (continued)

and dilutive common stock equivalents outstanding. During the periods presented
common stock equivalents were not considered as their effect would be
anti-dilutive.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.

Segment Information

The Company follows SFAS No. 131, Disclosures about Segments of an Enterprise
and Related Information." Certain information is disclosed, per SFAS No. 131,
based on the way management organizes financial information for making operating
decisions and assessing performance. The Company currently operates in a single
segment and will evaluate additional segment disclosure requirements as it
expands its operations.

Income Taxes

The Company follows Statement of Financial Accounting Standard No. 109,
"Accounting for Income Taxes" ("SFAS No. 109") for recording the provision for
income taxes. Deferred tax assets and liabilities are computed based upon the
difference between the financial statement and income tax basis of assets and
liabilities using th enacted marginal tax rate applicable when the related asset
or liability is expected to be realized or settled. Deferred income tax expenses
or benefits are based on the changes in the asset or liability each period. If
available evidence suggests that it is more likely tha not that some portion or
all of the deferred tax assets will not be realized, a valuation allowance is
required to reduce the deferred tax assets to the amount that is more likely
than no to be realized. Future changes in such valuation allowance are included
in the provision for deferred income taxes in the period of change.

Recent Pronouncements

The FASB recently issued Statement No 137, "Accounting for Derivative
Instruments and Hedging Activities-Deferral of Effective Date of FASB Statement
No. 133". The Statement defers for one year the effective date of FASB Note 1.

F-15

<PAGE>

I-TRACK, INC.
F/K/A AVL SYS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Pronouncements (continued)

Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities". The rule now will apply to all fiscal quarters of all fiscal years
beginning after June 15, 2000. In June 1998, the FASB issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," which is
required to be adopted in years beginning after June 15, 1999. The Statement
permits early adoption as of the beginning of any fisca quarter after its
issuance. The Statement will require the Company to recognize all derivatives on
the balance sheet at fair value. Derivatives that are not hedges must be
adjusted to fair value through income. If the derivative is a hedge, depending
on the nature of the hedge, changes in the fair value of derivatives will either
be offset against the change in fair value of the hedged assets, liabilities, or
firm commitments through earnings or recognized in other comprehensive income
until the hedged item is recognized in earnings. The ineffective portion of a
derivative's change in fair value will b immediately recognized in earnings. The
Company has not yet determined if it will early adopt and what the effect of
SFAS No. 133 will be on the earnings and financial position of the Company.

Note 2. STOCKHOLDERS' (DEFICIT)

The Company did not issued any common or preferred shares during the period
presented.

During August and September 2000, the Company issued 15,000,000 shares of common
stock to repay a $15,000 operating advance to a related party and 2,500,000
shares of common stock in exchange for a receivable in the amount of $2,500.

Since the common shares described above have been issued for nominal
consideration they have been considered outstanding for the historical period
presented in the computation of earnings per share.

F-16

<PAGE>

I-TRACK, INC.
F/K/A AVL SYS INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999

Note 3. INCOME TAXES

The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 (FAS 109), "Accounting for Income Taxes", which requires use
of the liability method. FAS 109 provides that deferred tax assets and
liabilities are recorde based on the differences between the tax bases of assets
and liabilities and their carryin amounts for financial reporting purposes,
referred to as temporary differences. Deferred tax assets and liabilities at the
end of each period are determined using the currently enacted tax rates applied
to taxable income in the periods in which the deferred tax assets and
liabilities are expected to be settled or realized.

The provision for income taxes differs from the amount computed by applying the
statutory federal income tax rate to income before provision for income taxes.
The sources and tax effects of the differences are as follows:

Income tax provision at
the federal statutory rate 34 %.
Effect of operating losses (34)%
-----
-
=====

As of December 31, 1999, the Company has a net operating loss carryforward of
approximately $3,000, which will be available to offset future taxable income.
If not used, this carryforward will expire in 2019. The deferred tax asset
relating to the operating loss carryforward has been fully reserved at December
31, 1999.

Note 4. RELATED PARTY TRANSACTIONS

During March 1999 an officer advanced the Company $3,500 for operating expenses.
The advance does not bear interest and is due on demand.

Through December 31, 1999 the Company had no business operations other than the
payment of legal fees and had no employees. In addition, it utilized minimal
office space provided by a related entity on a rent free basis. No charges have
been include in the accompanying financial statements for these items as the
amounts would not be material.

F-17

<PAGE>

[BACK COVER OF PROSPECTUS]

DEALER PROSPECTUS DELIVERY OBLIGATION

Until _________, all dealers that effect transactions in these
securities, whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealers' obligation to deliver
a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

<PAGE>

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 1. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The General Corporation Law of the State of Nevada and the registrant's
Articles of Incorporation permit the registrant to indemnify its officers and
directors and certain other persons against expenses in defense of a suit to
which they are parties by reason of such office, so long as the persons
conducted themselves in good faith and the persons reasonably believed that
their conduct was in the corporation's best interests, not opposed to the
corporation's best interests, or unlawful. Indemnification is not permitted in
connection with a proceeding by or in the right of the corporation in which the
officer or director was adjudged liable to the corporation or in connection.

ITEM 2. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The expenses to be paid by the registrant in connection with the securities
being registered are as follows:

Securities and Exchange Commission filing fee...............$ 396
NASD filing fee............................................. 650
Accounting fees and expenses................................ 5,000
Blue sky fees and expenses.................................. 5,000
Legal fees and expenses..................................... 15,000
Transfer agent fees and expenses............................ 1,000
Printing expenses........................................... 1,000
Miscellaneous expenses...................................... 1,954
---------

Total.......................................................$ 30,000
=========

All amounts are estimates except the SEC filing fee and NASD filing fee

ITEM 3. UNDERTAKINGS

(A) The small business issuer will:

(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;

(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change
in the information in the registration statement; and
notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value 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 Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in the
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.

(iii) Include any additional or changed material information on
the plan of distribution.

(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that
time to be the initial bona fide offering.

II-1

<PAGE>

(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

(B) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the
foregoing provisions, or otherwise, the small business issuer has been
advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 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.

ITEM 4. UNREGISTERED SECURITIES ISSUED OR SOLD WITHIN ONE YEAR

Since its inception on March 8, 1999, the registrant has sold shares of its
common stock, which sales were not registered under the Securities Act of 1933,
as amended, as follows:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------

NUMBER OF PRICE PER DOLLAR REGISTRATION
PURCHASER SHARES SHARE ($) AMOUNT ($) DATE EXEMPTION
--------- ---------- --------- ---------- ---- ------------
<S> <C> <C> <C> <C> <C>
Barbara M. Castanon 100,000 0.001 100 April 26, 2000 (1)

Peter W. Fisher 750,000 0.001 750 April 26, 2000 (1)

Tyler Fisher 250,000 0.001 250 April 26, 2000 (1)

Bernd Luwe 100,000 0.001 100 April 26, 2000 (1)

AVL Information Systems Ltd. 15,000,000 0.001 15,000 August 2, 2000 (2)

Ching Shan Hong 500,000 0.001 500 August 2, 2000 (2)

Peter Fisher 1,250,000 0.001 1,250 August 2, 2000 (2)

Tyler Fisher 500,000 0.001 500 August 2, 2000 (2)

Terry Ho 250,000 0.001 250 August 2, 2000 (2)
------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Section 4(2) of the Securities Act of 1933, as amended. These shares
bear a restrictive legend and were issued in exchange for services rendered.

(2) Rule 504 of Regulation D promulgated under the Securities Act of 1933,
as amended. These shares also bear a restrictive legend and were issued in
exchange for cash.

With respect to the sales of securities above, no underwriting commissions
or discounts were paid on these sales.

II-2

<PAGE>

ITEM 5. INDEX TO EXHIBITS
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
Sequential
Exhibit No. Exhibit Page Number
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1.1 Form of Selling Agent Agreement 48
-----------------------------------------------------------------------------------------------------------------------------
2.1 Articles of Incorporation 53
-----------------------------------------------------------------------------------------------------------------------------
2.2 Bylaws 59
-----------------------------------------------------------------------------------------------------------------------------
2.3 Certificate of Amendment of Articles of Incorporation 81
-----------------------------------------------------------------------------------------------------------------------------
4.1 Form of Subscription Agreement 83
-----------------------------------------------------------------------------------------------------------------------------
4.2 Form of Warrant 85
-----------------------------------------------------------------------------------------------------------------------------
4.3 Form of Warrant Agreement 88
-----------------------------------------------------------------------------------------------------------------------------
6.1 Promissory Note dated August 2, 2000, in the amount of $15,000, payable to Peter
Fisher 103
-----------------------------------------------------------------------------------------------------------------------------
10.1 Consent of Stark Tinter & Associates, LLC. 106
-----------------------------------------------------------------------------------------------------------------------------
10.2 Consent of Dill Dill Carr Stonbraker & Hutchings, P.C. (incorporated by reference
to exhibit 11.1) 108
-----------------------------------------------------------------------------------------------------------------------------
11.1 Opinion re legality 109
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

II-3

<PAGE>

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-1 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Sarnia,
Province of Ontario, on November 1, 2000.

i-Track, Inc.
(Registrant)

By: /s/ Peter W. Fisher
-----------------------------------
Peter W. Fisher
Chairman, Secretary, Treasurer
and Director

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.

SIGNATURE TITLE DATE

Chairman, Secretary, Treasurer
/s/ Peter W. Fisher and Director (Principal Executive,
Financial and Accounting Officer) November 1, 2000
---------------------
Peter W. Fisher

/s/ Barbara M. Castanon Director and President November 1, 2000
-----------------------
Barbara M. Castanon

II-4

<PAGE>