As filed with the Securities and Exchange Commission on December 12, 2000
                                                      Registration No. 333-37904
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------
                                  PRE-EFFECTIVE
                                 AMENDMENT NO. 2

                                       TO

                                    FORM SB-2
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                           GUITRON INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)

                                                          
          Delaware                          3931                       51-0397012
(State or Other Jurisdiction of   (Primary Standard Industrial     (I.R.S. Employer
Incorporation or Organization)    Classification Code Number)    Identification Number)


 38 Place Du Commerce, Suite 230, Nuns' Island, Montreal, Quebec, Canada H3E 1T8
                                 (514) 766-9778

(Address and telephone number of principal executive offices and principal
                               place of business)

                            Richard Duffy, President
 38 Place Du Commerce, Suite 230, Nuns' Island, Montreal, Quebec, Canada H3E 1T8
                                 (514) 766-9778
            (Name, address and telephone number of agent for service)

             With copies to: Scott Rapfogel, Esq., Levine & Rapfogel
                     621 Clove Road, Staten Island, NY 10310
                                 (718) 981-8485

Approximate  date  of  commencement  of  proposed  sale  to  public:  As soon as
practicable after the effective date of this registration statement.

      If any of the  securities  being  registered on this Form are 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, please 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 pursuant 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,
please check the following box: / /





                                          CALCULATION OF REGISTRATION FEE
=================================================================================================================
                                                                 Proposed         Proposed           Amount
                                                     Amount      Maximum          Maximum            of
                                                     to be       Offering Price   Aggregate          Registration
Title of Each Class of Securities To Be Registered   Registered  Per Security(1)  Offering Price(1)  Fee
- --------------------------------------------------   ------------------------------------------------------------
                                                                                           
Common Stock, $.001 par value                        1,000,000      $1.00           $1,000,000         $  303
- --------------------------------------------------   ------------------------------------------------------------
Common Stock, $.001 par value                        3,302,910(2)   $1.00           $3,302,910         $1,001
- --------------------------------------------------   ------------------------------------------------------------
TOTAL                                                4,302,910      $1.00           $4,302,910         $1,304
=================================================================================================================


(1)   Estimated solely for purposes of calculating the registration fee.
(2)   Represents shares to be offered by Selling Stockholders.

      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  become  effective  in  accordance  with  Section  8(a)  of the
Securities Act of 1933, as amended,  or until the  Registration  Statement shall
become  effective  on such date as the  Commission,  acting  pursuant to Section
8(a), may determine.

- --------------------------------------------------------------------------------


                                      (ii)




                              CROSS REFERENCE SHEET

             Cross Reference Sheet Showing Location in Prospectus of
        Information Required by Items of the Form Pursuant to Rule 404(a)



            Form SB-2 Item No. and Heading                              Prospectus Caption
            ------------------------------                              ------------------
                                                          
1.    Front of Registration Statement and Outside
         Front Cover of Prospectus.........................   Facing Page of Registration Statement;
                                                              Outside Front Cover Page of
                                                              Prospectus

2.    Inside Front and Outside Back Cover
          Pages of Prospectus..............................   Inside Front Cover Page of
                                                              Prospectus; Outside Back Cover
                                                              Page of Prospectus
3.    Summary Information and
          Risk Factors ....................................   Prospectus Summary; Risk Factors

4.    Use of Proceeds......................................   Use of Proceeds

5.    Determination of Offering Price......................   Outside Front Cover Page of
                                                              Prospectus; Risk Factors;

6.    Dilution.............................................   Dilution

7.    Selling Security Holders.............................   Prospectus Summary; Plan of
                                                              Distribution; Selling Stockholders

8.    Plan of Distribution.................................   Outside Front Cover Page of
                                                              Prospectus; Prospectus Summary;
                                                              Plan of Distribution; Selling
                                                              Stockholders

9.    Legal Proceedings....................................   Business

10.   Directors, Executive Officers, Promoters
          and Control Persons..............................   Management



                                      (iii)



                                                           
11.   Security Ownership of Certain Beneficial
          Owners and Management............................   Principal Stockholders

12.   Description of Securities............................   Description of Securities

13.   Interest of Named Experts and Counsel................   Experts; Legal Matters

14.   Disclosure of Commission Position
          on Indemnification for Securities Act Liabilities   Disclosure of Commission Position
                                                              on Indemnification for Securities Act
                                                              Liabilities

15.   Organization with Last Five Years....................   Business; Certain Transactions

16.   Description of Business..............................   Business; Risk Factors

17.   Management's Discussion and Analysis
          or Plan of Operation.............................   Plan of Operation

18.   Description of Property..............................   Business

19.   Certain Relationships and Related Transactions.......   Certain Transactions

20.   Market for Common Equity and Related
          Stockholder Matters..............................   Outside Front Cover Page of
                                                              Prospectus; Prospectus Summary;
                                                              Risk Factors; Market for Common
                                                              Equity and Related Stockholder
                                                              Matters; Description of Securities;
                                                              Plan of Distribution

21.   Executive Compensation...............................   Executive Compensation; Certain
                                                              Transactions;

22.   Financial Statements.................................   Financial Statements

23.   Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure...........   Not Applicable



                                      (iv)


PROSPECTUS

                 SUBJECT TO COMPLETION DATED DECEMBER 12, 2000.

                        4,302,910 Shares of Common Stock

                           Guitron International Inc.



                                                   Per
Shares Offered by Guitron International Inc.       Share        Total
                                                                    
Public Offering  Price                                                        This is our initial public offering.  We
  Minimum Offering                                 $1.00     $  250,000*      are offering a minimum of 250,000
  Maximum Offering                                 $1.00     $1,000,000*      shares and a maximum of 1,000,000
Proceeds to Guitron International Inc.                                        shares at an offering price of $1.00 per
  Minimum Offering                                 $1.00     $  250,000*      share.  These shares are being offered
  Maximum Offering                                 $1.00     $1,000,000*      by our officers in a self underwriting
                                                                              commencing on the date of this
                                                                              prospectus.  To invest in this offering,
*  These figures do not reflect the deduction of                              you must purchase a minimum of 500
offering expenses estimated to be an aggregate                                shares.  If we do not sell 250,000 or
of  $40,000.  Offering expenses include, but are                              more shares within the 30 day offering
not limited to, filing fees, printing expenses,                               period, which may be extended by us
legal and accounting fees and miscellaneous                                   up to an additional 15 days, your
expenses.                                                                     investment will be promptly returned to
                                                                              you without interest and without any
                                                                              deduction.  Until we receive at least the
                                                                              minimum offering proceeds, all funds will
                                                                              be held in a non-interest bearing
                                                                              escrow account.


Shares Offered by Selling Stockholders             Per
                                                   Share        Total
                                                                    
Offering Price                                     $1.00**   $3,302,910**     Our shareholders are offering an
Proceeds to Guitron International Inc.             $  0      $     0          additional 3,302,910 shares.  These
                                                                              shares will be offered for sale by our
                                                                              shareholders, from time to time, at
**  Estimated.                                                                prevailing market prices or in negotiated
                                                                              transactions.  We will not receive any
                                                                              proceeds from any sales made by our
                                                                              shareholders.


      No public market  presently exists for our common stock. We intend to list
our shares on the OTC Bulletin Board under the symbol " ".

      Investing in our common stock involves risks. See "Risk Factors" beginning
on page 11.

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

                The date of this Prospectus is December 12, 2000

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


                                        1


                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
Prospectus Summary.............................................................3
Selected Financial Information.................................................8
Where You Can Get More Information............................................10
Forward Looking Statements....................................................10
Risk Factors..................................................................11
 Risks Related to Our Business................................................11
 Risks Related to Our Financial Condition.....................................15
 Risks Related to This Offering...............................................17
Pro Forma Financial Information...............................................23
Use of Proceeds...............................................................23
Market for Our Common Stock and Related Stockholder Matters...................24
Dilution......................................................................24
Capitalization................................................................26
Dividend Policy...............................................................26
Plan of Operation.............................................................27
Business......................................................................29
Management....................................................................41
Executive Compensation........................................................45
Certain Transactions..........................................................47
Principal Stockholders........................................................50
Selling Stockholders..........................................................51
Description of Securities.....................................................54
Plan of Distribution..........................................................57
Shares Eligible for Future Sale...............................................60
Disclosure of Commission Portion on Indemnification for Securities Act
 Liabilities..................................................................61
Legal Matters.................................................................61
Experts.......................................................................61
Additional Information........................................................61
Financial Statements..........................................................64


                                        2


                               PROSPECTUS SUMMARY

      This summary highlights important information about our business and about
this offering.  Since its a summary,  it doesn't contain all the information you
should consider before investing in our common stock. Accordingly, to understand
this offering fully, you should carefully read the entire prospectus,  including
the risk factors and the financial  statements.  In this prospectus,  unless the
context requires otherwise, "we" and "us" refer to Guitron International Inc. If
not  otherwise  indicated,  all  information  in  this  prospectus  assumes  our
acquisition  of The Guitron  Corporation,  a Canadian  corporation,  has already
taken place,  although this  acquisition  will not be effected until the sale of
the minimum offering amount has been achieved.  See "Business Acquisition of The
Guitron Corporation"

Our Business

      We are a  development  stage  company  formed  for  the  sole  purpose  of
acquiring The Guitron  Corporation,  a Canadian corporation formed on August 20,
1997. Our principal executive offices are located at 38 Place Du Commerce, Suite
230, Nun's Island,  Montreal,  Quebec,  Canada H3E 1T8. Our telephone  number at
that  address is (514)  766-9778.  Since our  inception,  we have  conducted  no
business other than that related to our formation and initial organization.  Our
acquisition  of The Guitron  Corporation  will take place upon the completion of
the sale of the minimum  offering amount within the offering period and prior to
the release from escrow of the proceeds from that sale. The Guitron  Corporation
presently  has, and at the time of the  acquisition  of The Guitron  Corporation
will have, 2,218,226 shares and 454,800 stock options issued and outstanding. In
accordance with the acquisition:

o     Each of the 2,218,226  outstanding shares of The Guitron  Corporation will
      be exchanged  for 3.25 common  shares of our Company;  This will result in
      the issuance of a total of 7,209,235 shares of our common stock.

o     The  exercise  rights under all stock  options of The Guitron  Corporation
      will be changed to provide that, for each share of The Guitron Corporation
      purchasable  under the option,  the option holder will be able to purchase
      3.25 common shares of our Company. This will result in there being a total
      of 1,478,100 of our common shares subject to future  issuance  pursuant to
      the  exercise  of  presently  outstanding  stock  options  of The  Guitron
      Corporation.  More detailed information respecting this acquisition can be
      found in the  "Business"  section  of this  prospectus  under the  heading
      "Acquisition of The Guitron Corporation"

      In the event we don't sell at least  250,000  shares  within the  offering
period,  including  any  extensions  thereof,  the  acquisition  of The  Guitron
Corporation  will not be  consummated,  this  offering will be cancelled and all
subscription  proceeds  will be promptly  returned  to you from  escrow  without
interest or  deduction.  It is assumed  herein and  throughout  this  prospectus
however,  that we will sell at least 250,000 shares within the offering  period.
This being the case, it is further  assumed  throughout  this  prospectus,  when
context requires, that the acquisition has


                                        3


already  taken place and that our existence  dates back to August 20, 1997,  the
date of incorporation of The Guitron Corporation.

      We  were  formed  to  develop,  manufacture  and  sell  a  unique  musical
instrument  known as the  Guitron.  The  Guitron  represents  a new  development
respecting one of the world's oldest and most popular musical  instruments,  the
guitar. Guitrons are easy play instruments which look and sound like traditional
guitars but are different in that they rely on our patent pending  technological
features  for their  playing and their  sound.  This  technology  preserves  the
pleasurable  function  of  strumming  the  instrument  but  removes  many of the
complexities  of learning  to play the guitar  that are related to learning  the
complicated  fingerboard  positions necessary to produce a chord.  Consequently,
the instrument learning process is dramatically  simplified when compared to the
traditional  guitar.  Most  of our  activities  to date  have  been  devoted  to
organizational  activities,  raising  capital,  conducting  product research and
development,  filing patent and trademark  applications  respecting the Guitron,
developing relationships with parts suppliers,  developing a marketing plan, and
entering into contractual relationships with sales and marketing organizations.

Operating Results

      We have had no operating  revenues and have financed all of our operations
from loans,  Canadian  government grants,  research and development tax credits,
and sales of our capital stock to affiliated parties and private investors. More
detailed  information  respecting these sources of financing can be found in the
"Business"  and  "Certain  Transactions"  sections  of  this  prospectus.  Funds
received from these sources  enabled us to complete  initial  development of the
first  production  models of the Guitron in March 2000. Since that time, we have
engaged  in  additional  research  and  development  for the  purpose of further
refining the instrument and simplifying the manufacturing process.

      As at July 31, 2000 we had expended approximately $952,148 on research and
development of the Guitron and had incurred losses of approximately  $1,899,558.
These losses can be expected to continue until we achieve commercial  acceptance
of the Guitron and effectively manage all aspects of our anticipated  growth. No
assurance can be given that we will be successful  in these  endeavors.  We have
limited  liquidity and capital  resources and are dependent upon the proceeds of
this offering to increase product  inventory levels and marketing  capabilities.
The report of our independent  accountants included within our audited financial
statements  contains a  qualification  respecting  our  ability to continue as a
growing concern. More detailed information  respecting our operating results can
be found in our "Plan of Operation".


                                        4


Growth Strategy

      Our business  objective is to be a leading,  branded  manufacturer of high
quality musical instruments  including,  but not limited to, the Guitron. At the
present time,  however, we have no musical products under development other than
the  Guitron.  The key  elements of our strategy to  accomplish  our  objectives
include the following:

      o     Create  a  Reputation  as a  Manufacturer  of High  Quality  Musical
            Instruments.

      o     Establish  Strong  Brand Name  Recognition.  We intend to  establish
            brand name recognition  through aggressive public relations and mass
            market advertising.

      o     Establish a Broad Customer Base.  Through  aggressive mass marketing
            advertising, and product quality and reliability, we intend to raise
            consumer  awareness of the Guitron and other products we may develop
            in the future.

      o     Offer New Products and Services

      o     Develop and  Maintain  Strategic  Relationships  with  Hardware  and
            Software Contractors and Parts Suppliers

      o     Maintain and Improve Technological Focus and Expertise.

The Offering

Common Stock Offered By The Company...  We are offering up to  1,000,000  shares
                                        of our common  stock at a price of $1.00
                                        per  share.  In  order to  complete  the
                                        offering  we  must  sell  a  minimum  of
                                        250,000   shares   within  the  offering
                                        period.



Proposed Symbol and Trading Market....  "__________" on the OTC  Bulletin  Board


                                        5




Escrow Agent..........................  Continental  Stock  Transfer  and  Trust
                                        Company  is acting  as escrow  agent for
                                        the purpose of receiving and  disbursing
                                        to us the proceeds from this offering

Offering Period and Terms of
Subscription, Sale and Escrow........   All  subscription  payments,  which  are
                                        irrevocable, will be deposited in a non-
                                        interest  bearing  account by the escrow
                                        agent.  This  offering  will close on or
                                        before  30 days  from  the  date of this
                                        prospectus (which period may be extended
                                        for up to an  additional  15 days at our
                                        discretion).  Unless  at  least  250,000
                                        shares  are  sold  within  the  offering
                                        period,  this offering will be withdrawn
                                        and the proceeds will be returned to you
                                        without   interest  or   deduction.   If
                                        250,000   shares  are  sold  within  the
                                        offering period,  the remaining  750,000
                                        shares  will be  offered  for sale until
                                        the  offering  period ends or an earlier
                                        time  that  we  deem  appropriate.   The
                                        escrow   agent  will  not   release  the
                                        escrowed funds to us unless,  before the
                                        end  of the  offering  period,  we  have
                                        received   subscriptions  for  at  least
                                        250,000  shares;  and thereafter (a) the
                                        acquisition  of The Guitron  Corporation
                                        has   been    approved,    adopted   and
                                        completed,  and (b) all other conditions
                                        to  the   acquisition   of  The  Guitron
                                        Corporation have been satisfied.


                                        6


Subscription Procedures...............  To purchase  our common stock you should
                                        make your money order,  certified,  bank
                                        or    cashier's    check    payable   to
                                        "Continental   Stock  Transfer  &  Trust
                                        Company  -  Escrow   Agent  for  Guitron
                                        International   Inc."   You  must   also
                                        provide us with a completed subscription
                                        agreement.


Risk Factors..........................  The shares offered hereby involve a high
                                        degree  of risk.  You  should  carefully
                                        review   the   entire   prospectus   and
                                        particularly, the section entitled "Risk
                                        Factors" beginning on page 11.


Common Stock Offered By Selling
 Stockholders.........................  3,302,910   shares   of   common   stock
                                        including   340,600  shares   underlying
                                        outstanding stock options.

Common Stock to be Outstanding After
 this Offering........................  10,058,535 shares (minimum)(1)

                                        10,808,535 shares (maximum)(1)

Use of Proceeds.......................  We intend to use the net  proceeds  from
                                        this  offering  for sales and  marketing
                                        expenses, to purchase product inventory,
                                        and for general corporate purposes.  See
                                        "Use of  Proceeds."


- -----
(1)   Does not take into account the exercise of any  outstanding  stock options
      of The Guitron Corporation subsequent to the date of this prospectus.


                                        7


                         SELECTED FINANCIAL INFORMATION

      The following table sets forth selected  financial  information  regarding
the Company and its  predecessor,  Guitron Canada,  for the years ended July 31,
2000 and July 31, 1999 and for the period from inception  (August 20, 1997),  to
July 31, 2000. All of this  information  was derived from our audited  financial
statements appearing elsewhere in this prospectus. You should read this selected
financial  information  in  conjunction  with our plan of  operation,  financial
statements  and  related  notes  to the  financial  statements,  each  appearing
elsewhere in this  prospectus.  See "Pro Forma  Financial  Information".  Please
don't  assume that the  results  below  indicate  results  we'll  achieve in the
future.

      Effective  upon the sale of at least  250,000  shares  within the offering
period and certain other conditions, The Guitron Corporation will be acquired by
us. The principal reason for the acquisition is to take advantage of the laws of
the State of Delaware.  Unless otherwise indicated,  all information included in
this prospectus has been adjusted,  in advance,  to reflect the post acquisition
capitalization  of our  Company.  See  "Business  -  Acquisition  of The Guitron
Corporation".


                                        8





Income Statement Data:                                                                                    Cumulative Period From
                                                                                                          August 20, 1997
                                                     Year Ended                 Year Ended                (date of inception)
                                                     July 31,1999               July 31, 2000             to July 31, 2000
                                                     ------------               -------------             ----------------------
                                                                                                 
Revenues                                             0                                    0                         0

Net Income (Loss)                                    $ (321,095)                $(1,268,403)              $(1,899,558)

Net Income (Loss) Per Share                          $     (.22)                $      (.17)              $      (.54)

Weighted Average Number
of Shares Outstanding                                 1,487,970                   7,356,707                 3,469,949



Balance Sheet Data:                                                         July 31, 2000               July 31, 2000
                           July 31, 1999             July 31, 2000     As Adjusted (Minimum)       As Adjusted (Maximum)
                           -------------             -------------     ---------------------       ---------------------
                                                                                              
Current Assets             $  86,002                 $ 156,888         $ 366,888                          $1,116,888

Total Assets               $ 100,658                 $ 185,714         $ 395,714                          $1,145,714

Current Liabilities        $ 174,711                 $ 227,867         $ 227,867                          $  227,867

Total Liabilities          $ 357,955                 $ 703,461         $ 703,461                          $  703,461

Stockholders' Equity       $(257,297)                $(517,747)        $(307,747)                         $  442,253
  (Deficit)



                                        9


                       WHERE YOU CAN GET MORE INFORMATION

      At your request,  we will provide you, without charge,  with a copy of any
information  incorporated  by  reference  in this  prospectus.  If you want more
information, write or call us at:

                           Guitron International Inc.
                         38 Place du Commerce, Suite 230
                         Nuns' Island, Montreal, Quebec
                                 Canada H3E IT8
                            Telephone: (514) 766-9778
                               Fax: (514) 766-6614

      Our fiscal year ends on July 31. We intend to furnish our shareholders
annual reports  containing  audited  financial  statements and other appropriate
reports.  In addition,  we intend to become a reporting company and file annual,
quarterly, and current reports, or other information with the SEC as required by
the  Securities  Exchange  Act of 1934.  You may  read  and  copy  any  reports,
statements or other  information  we file at the SEC's public  reference room in
Washington  D.C. You can request  copies of these  documents,  upon payment of a
duplicating  fee, by writing to the SEC.  Please call the SEC at  1-800-SEC-0330
for further  information on the operation of the public reference rooms. Our SEC
filings  are also  available  to the public  through  the SEC  Internet  site at
http\\www.sec.gov.

                           FORWARD LOOKING STATEMENTS

      This prospectus  contains  statements  which represent our expectations or
beliefs for the future.  Forward looking statements include statements about the
future of the music  products  industry,  statements  about our future  business
plans and  strategies,  and most other  statements  that are not  historical  in
nature. In this prospectus forward looking  statements are generally  identified
by the words "believe", "expect", "anticipate", "estimate", "project", "intend",
and similar  expressions.  These statements by their nature involve  substantial
risks and uncertainties, some of which cannot be predicted or quantified. Future
events and actual  results  could differ  materially  from those  expressed  in,
contemplated by or underlying any forward-looking statements. Statements in this
prospectus,  including  without  limitation  those  contained  in  the  sections
entitled "Risk Factors",  "Plan of Operation",  "Business",  and in the Notes to
our Financial Statements,  describe factors, among others, that could contribute
to or cause such differences.


                                       10


                                  RISK FACTORS

      The securities  offered by this  prospectus are  speculative and involve a
high degree of risk.  Accordingly,  you should carefully  consider the following
factors before making a decision to invest.

Risks Related To Our
- --------------------
Business
- --------

Since We Commenced  Operations,  We Have
Devoted  Virtually All Of Our Efforts To
Developing   Our   Principal    Product.
Accordingly,  We Have No Real  Operating
History. This Makes an Evaluation Of Our
Business Difficult.

Since we started  operations in August 1997,  we have devoted  almost all of our
efforts to developing  the Guitron and very little time and expense to marketing
and sales.  In March 2000,  we  completed  a research  and  development  program
involving the  development and testing of the first basic models of the Guitron.
Since the completion of this research and development  program,  we have engaged
in additional  research and development for the purpose of further  refining the
Guitron and simplifying the  manufacturing  process.  During the second phase of
research and development we focused on developing mechanical tools to be used in
the  manufacturing   process  and  designing  and  developing  molded  parts  to
facilitate the assembly  process.  This second phase of research and development
was completed in November 2000.  Our present  intention is to commence a product
launch of the Guitron  during the first  quarter of 2001.  Since we have made no
sales of Guitrons,  however, our products have no history of customer acceptance
and use.  This  means  that we have no  performance  history  on  which  you can
evaluate our future performance. We are at an early stage in our development and
it is possible  that our  products  may not sell in the volumes or at the prices
that we  anticipate.  If that occurs,  we would  receive less than the projected
income from sales of our products and our  profitability  would  suffer.  Before
investing, you should carefully evaluate the risks, uncertainties, expenses, and
difficulties frequently encountered by early stage companies.

We  Need  To   Initiate  Or  Expand  Our
Manufacturing,   Marketing   And   Sales
Operations. These Activities Will Strain
Our    Resources,    and    Failure   to
Effectively  Manage  The  Implementation
and Growth of Our Business

We will have to commence or significantly  expand our  manufacturing,  marketing
and sales operations in order to successfully  implement our business  strategy.
This  will   involve  the   establishment   of   manufacturing   and   marketing
infrastructures  and the development of efficient  delivery systems.  Because we
have only  recently  completed the  development  of the Guitron and have not yet
commenced commercial  operations,  these infrastructures and systems are not yet
fully in place. If we are successful in


                                       11


Could Disrupt Our Operations And Prevent
Us  From   Generating  The  Revenues  We
Expect.

commencing commercial operations, we may then experience rapid growth, requiring
us to manage multiple  relationships  with various  wholesalers and retailers of
our products,  vendors of supplies and raw  materials,  and other third parties.
The implementation of operations and the subsequent expansion of such operations
which  may  follow  can be  expected  to  strain  our  management,  operational,
financial,  and  technological  resources.  If we fail to manage our growth in a
manner  that  minimizes  these  strains on our  resources  it could  disrupt our
operations and ultimately prevent us from generating the revenues we expect. The
successful  implementation  and growth of our  business  will also depend on our
ability to attract and retain qualified employees and consultants,  particularly
marketing and sales personnel. If we fail to manage our growth successfully, our
business will suffer.

The  Guitron May Be Unable To Achieve Or
Maintain Broad Market Acceptance,  Which
Would  Cause  Our   Anticipated   Future
Revenue  Growth  And   Profitability  To
Suffer.

We have not yet commenced sales and marketing of the Guitron,  which is our only
product.  We have no potential  sources of revenues other than from  anticipated
sales of the Guitron and certain proposed accessory products.  Consequently,  we
are entirely dependent on the successful  introduction and commercial acceptance
of the Guitron. There can be no assurance,  however, that such market acceptance
will be achieved.  We have not conducted any formal market studies regarding the
probable  market  acceptance  of the Guitron and we therefore  have no basis for
predicting the potential demand for this new musical instrument. Accordingly, we
cannot give any assurance that sufficient market  penetration can be achieved so
that we can  operate  profitably.  If the  Guitron  is not  accepted,  or if its
acceptance  develops  more  slowly  than  expected,  our  business,  results  of
operations,  and financial  condition will be materially and adversely affected.
See "Business - Sales and Marketing".

We Have Not Yet  Obtained  Any  Patents.
Therefore  We May Not Be Able To Protect
Our  Technology  And We May  Infringe On
The Proprietary Rights Of Others

The  success of our  proposed  business  will depend in part upon our ability to
protect our proprietary  Guitron technology.  Accordingly,  we have filed patent
applications  seeking U.S. Canadian and international  patent  protection.  (see
"Business  - Patents and  Trademarks").  While we expect  that  patents  will be
granted in response to these  applications,  we are unable to give any assurance
that this will in fact be the case or how long the patent  review  process  will
take. Moreover,  even if our patents are granted, there can be no assurance that
they will provide meaningful  protection or significant  competitive  advantages
over  competing  products or that


                                       12


we will have the  resources to defend them by bringing  patent  infringement  or
other proprietary  rights actions.  Furthermore,  there can be no assurance that
other companies or individuals will not  independently  develop similar products
or duplicate our products.  If we are unable to safeguard  our  technology,  our
business,  operating results and financial condition could be materially harmed.
We believe  that our Guitron  technology  does not  infringe on the  proprietary
rights of others.  However,  there can be no assurance that our technology  does
not and will not  infringe on any other  technology  presently  unknown to us or
that,  in the future,  any third  parties will not claim that our use of certain
technologies  violates  a patent.  Third  parties  may also  claim  that we have
misappropriated  their  technology or otherwise  infringed on their  proprietary
rights.  At present,  we are not aware of any claims of this type. Any claims of
infringement,  with or without merit, could be time-consuming to defend,  result
in costly  litigation,  divert  management  attention,  require us to enter into
expensive  royalty or licensing  arrangements or prevent us from using important
technologies or methods.  These  eventualities,  together or alone, could damage
our business and financial condition.

If We Are Unable To Compete  Effectively
With  Traditional  Acoustic And Electric
Guitars and Other  Similar  Instruments,
We Will Not Be Able To Generate Revenues
Or Profits.

Our ability to generate revenues and operate profitably will be directly related
to our ability to compete effectively with our competitors.  Although we believe
that the Guitron is a unique musical  instrument  with distinct  advantages over
conventional  acoustic or electric guitars, we will face competition from guitar
manufacturers,  virtually  all  of  whom  are  larger  than  we  are,  and  have
substantially  more assets and resources  than we have.  Our future success will
depend, to a significant extent, on a number of factors,  including the public's
acceptance  of the Guitron and our ability to  successfully  develop and exploit
such acceptance. Even if the Guitron is accepted by the public, we cannot assure
that the Guitron  will not later be rendered  obsolete by new  competing  guitar
type  technologies  or  that we  will  have  sufficient  resources  to make  the
necessary  investments or be able to develop and market new products required to
maintain  our  competitive  position.  We  intend  to meet  competition  through
marketing,  advertising,  and  educational  campaigns  aimed at acquainting  the
public  with  what  we  believe  are  the  Guitron's   unique   advantages  over
conventional  guitars,  by  continuing  to develop and refine our  technological
innovations,   and  by  developing  user  support  systems  which  will  provide
assistance to Guitron  owners,  helping them to learn to play the Guitron and to
enhance their playing  skills,  from beginner to


                                       13


expert levels. We can give no assurance that this strategy will succeed, or that
we will be able to overcome  the  competitive  disadvantages  we face as a small
company with limited  capital and without a history of  successfully  developing
and marketing musical instruments,  technology, devices or products. In addition
to existing  manufacturers of conventional  guitars, we anticipate that numerous
potential competitors with high levels of technical and financial resources are,
like us,  constantly  searching for market niches and specialty  products in the
musical  instrument  industry.  We cannot assure that we will be able to compete
successfully  against  current  or  future  competitors,   or  that  competitive
pressures  faced by us will not  materially  and adversely  affect our financial
condition, cash flows, and operating results. See "Business--Competition."

We Will Face  Certain  Risks By Engaging
In Foreign  Operations And International
Trade.

We intend to assemble all  Guitrons at our  production  facilities  in Montreal,
Canada.  In  addition,  Quebec and other  areas in Canada are among the  initial
markets  which we  intend  to  target  for the  Guitron.  While  there can be no
assurances  that we will be  successful  in  marketing  the  Guitron or that any
anticipated international sales will take place, to the extent that we engage in
international  sales  and  operations,  we  will be  subject  to  various  risks
associated with international operations. These include, but are not limited to,
changes  in tariff  rates and  possible  instability  of  political  climate  or
economic environment. In addition,  fluctuations in currency exchange rates will
affect any  payments to or by us made or valued in non-U.S.  currencies,  all of
which will be subject to  independent  fluctuating  exchange rates with the U.S.
dollar which may have an adverse affect on our revenues or asset values in terms
of the U.S. dollar. To a lesser extent social, political and economic conditions
may cause changes in U.S. or Canadian laws and  regulations  relating to foreign
investment and trade. Accordingly,  we cannot assure you that changes in social,
political or economic  conditions will not have a substantial  adverse effect on
our business. See "Business"

We Have  Entered,  And In The  Future We
May Continue To Enter, Into Transactions
With   Related    Parties;    All   Such
Transactions May Involve

Since our inception, we have on several occasions entered into transactions with
our officers,  directors,  principal  shareholders and other affiliated  parties
including those transactions  discussed in the "Certain Transactions" section of
this prospectus.  While all such transactions may involve inherent  conflicts of
interest,  we  believe  that in every  case,  they were made on terms as fair as
those


                                       14


Inherent Conflicts Of Interest

obtainable from independent  third parties.  However,  no assurance can be given
that this was, in fact,  the case. We have adopted a policy  which,  among other
things,  requires  all  material  transactions  with  affiliated  parties  to be
approved  by a majority  of the  directors  who do not have an  interest  in the
transaction.

Our Future  Success Is  Dependent On The
Performance And Continued Service Of Our
President,  Other Officers And Other Key
Employees And Our Ability To Attract And
Retain Skilled Personnel.

Our performance and future operating results are substantially  dependent on the
continued  service and  performance  of Richard  Duffy,  our president and chief
executive officer.  To the extent that Mr. Duffy's services become  unavailable,
our business or prospects may be adversely affected.  Mr. Duffy has a fixed term
employment agreement with us. His contract is scheduled to expire on December 5,
2002. Should we be required to do so, we do not know whether we would be able to
employ an equally  qualified  person to replace Mr.  Duffy.  We do not currently
maintain  "key man"  insurance  for any of our  executive  officers or other key
employees  and do not  intend to obtain  this type of  insurance  following  the
completion of this offering. If we are successful in implementing and developing
our business,  we will require  additional  managerial and technical  personnel.
Competition for highly-qualified personnel is intense, and we cannot assure that
we can  retain  our key  employees  or that we will be able to attract or retain
highly-qualified  technical and managerial  personnel in the future. The loss of
the  services of any of our senior  management  or other key  employees  and our
inability to attract and retain the necessary technical and managerial personnel
could have a  material  adverse  effect on our  financial  condition,  operating
results, and cash flows. See "Management-Employment Agreements".

Risks Related To Our
Financial Condition

We May Need  Additional  Financing Which
May Not Be Available  And, If Available,
Might Only Be Available  On  Unfavorable
Terms

The  offering  under  this  Prospectus  can close on the sale of the  minimum of
250,000 shares, which would yield approximately  $210,000 in net proceeds. If we
close  on the  sale  of  the  maximum  of  1,000,000  shares,  we  will  receive
approximately $960,000 in net proceeds. While we believe that the receipt of the
maximum  amount of proceeds  should be  sufficient  for the next twelve  months,
presently unanticipated occurrences and expenses may make it necessary for us to
continue to raise funds through  further  equity or debt  financings  until such
time,  if ever,  as we are  able to  operate  profitably.  Should  we close  the
offering  prior  to  receiving  the  maximum  proceeds  there  is a  substantial
likelihood  that we will


                                       15


require  additional  funding during the next twelve months. In the event that we
do require such additional  outside funding,  there is no assurance that we will
be able to obtain it on terms beneficial to us, if at all. Should that occur, we
might be prevented from  commencing  commercial  operations or, if we have begun
commercial  operations,  we might have to curtail  or cease  them.  See "Plan of
Operation".

We  Expect  A  Substantial  Increase  In
Expenses And May Not Achieve Significant
Profitability, Which May Cause Our Stock
Price To Fall.

Because  of our early  stage of  development,  we expect  to  continue  to incur
operating  losses and to have a negative  cash flow unless and until we are able
to generate substantial revenues and reach profitability.  We expect that during
the next twelve  months,  as we try to launch the Guitron and related  products,
our operating expenses will be increasing,  especially in the areas of sales and
marketing  and  brand  promotion.  We  anticipate  that  we will  have to  incur
substantial costs and expenses related to:

o     hiring personnel,  additional executive and administrative  personnel, and
      additional product development personnel;

o     continued  development  of the  Guitron  and the  development  of proposed
      accessory products; and

o     advertising, marketing, and promotional activities.

The extent of our losses in the future  will  depend on our  ability to commence
commercial  operations and generate revenues on a profitable basis. To do so, we
will  have to  develop  and  implement  successful  manufacturing  and sales and
marketing  programs  for the  Guitron.  Although we expect to initiate or expand
sales, manufacturing, and marketing operations during the first quarter of 2001,
no  assurance  can be given that we will be able to achieve  this  objective  or
that,  if this  objective  is  achieved,  that we will ever be  profitable.  Our
ability to achieve profitability and to sustain it will depend on our ability to
generate and sustain substantial  revenues while maintaining  reasonable expense
levels.  Although we intend to increase  our spending on the  activities  listed
above, these efforts may not result in the generation of sufficient revenues.

We  Have  A  Negative  Net  Worth,  Have
Incurred  Losses  From  Inception,   And
Expect

We were  organized in August 1997 and have never  generated  any  revenues  from
operations.  Instead  we have been  dependent  on debt and equity  funding  from
lenders and investors to allow us to


                                       16


to  Continue  To  Incur  Losses  In  The
Future.  This  Could  Drive The Price Of
Our Stock Down.

conduct  developmental  operations.  We  have  therefore  incurred  losses  from
inception.  As of July 31, 2000, we had an accumulated deficit of $1,899,558 and
we  anticipate  that we will  continue  to incur net losses for the  foreseeable
future unless and until we are able to establish profitable business operations.
As at July 31, 2000, we had total  current  assets of $156,888 and total current
liabilities of $227,867 or a negative working capital of approximately  $70,979.
If we fail to establish profitable  operations and continue to incur losses, the
price of our common stock could be expected to fall.

We   Received   An   Opinion   From  Our
Accountants  As  Of  November  21,  2000
Which  Raises Doubt About Our Ability to
Continue  After  Such  Date  as a  Going
Concern.

Our audited  financial  statements  for the year ended July 31, 2000,  which are
included in this  prospectus,  indicate that there was  substantial  doubt as of
November  21, 2000 about our  ability to continue as a going  concern due to our
need to  generate  cash from  operations  and obtain  additional  financing.  In
addition  to the very  real  risk to our  ability  to  successfully  launch  our
business  operations,  which our accountants  have thus expressed,  this type of
"going concern"  qualification  in our  accountant's  report can have a negative
effect on the price of our  stock.  If we fail to manage  our growth in a manner
that  minimizes  these strains on our resources it could disrupt our  operations
and ultimately prevent us from generating the revenues we expect.

Risks Related To This
Offering

Our  Management  Will  Have  Substantial
Discretion  Over The Use of  Proceeds 0f
This  0ffering  and May Not  Apply  Them
Effectively

A  substantial  portion of the proceeds of this  offering will be applied to our
working  capital.  Moreover,  management may apply the proceeds of this offering
for  purposes  other  than  those  specified  in "Use of  Proceeds"  in order to
accommodate changing  circumstances.  Therefore,  our management will have great
flexibility  in applying  the net  proceeds of this  offering  and may apply the
proceeds in ways with which you do not agree.  The failure of our  management to
apply these funds  effectively  could materially harm our business.  See "Use of
Proceeds".

We  Have   Arbitrarily   Determined  The
Public  Offering  Price  Of The  Shares.
Such  Price May Not  Accurately  Reflect
the Present Value of These

We have arbitrarily set the public offering price of the common stock being sold
under this  prospectus.  The price does not bear any relationship to our assets,
book value,  earnings or net worth and it is not an  indication of actual value.
Investors  should be aware of the risk of judging the real or  potential  market
value of


                                       17


Shares.  The Future  Market Price Of The
Shares  May Be  Lower  Than  The  Public
Offering Price.

the common  stock by  comparison  to this initial  public  offering  price.  See
"Description of Securities".

There  Has Been No Prior  Public  Market
For Our Common Stock. Unless Such Market
Develops,  You  May  Not Be Able To Sell
Your  Shares  And  Even If  Such  Market
Should  Develop,  Our  Stock  Price  May
Decline After This Offering.

Prior to this offering, there has been no public market for our common stock and
our common stock is not presently listed for trading on any recognized  exchange
or market. While we expect that, following the completion of this offering,  our
common stock will be traded in the  over-the-  counter  market and quoted on the
OTC Bulletin  Board,  an active trading market may not develop or be maintained.
Failure to develop or maintain an active trading market could negatively  affect
the price of our shares and even make it impossible  for you to sell your shares
or recover  any part of your  investment  in us. Even if a market for our common
stock does develop, the market price of the common stock following this offering
may be highly volatile. In addition to the uncertainties  relating to our future
operating performance and the potential profitability of our operations, factors
such as  variations  in our interim  financial  results,  comments by securities
analysts,  announcements of  technological  innovations or new products by us or
our potential competitors,  changing market conditions,  developments concerning
our proprietary rights, or various, as yet unpredictable  factors, many of which
are beyond our  control,  may have a negative  effect on the market price of our
common stock.

We Are Not,  And May Never Be,  Eligible
For   NASDAQ  Or  Any   National   Stock
Exchange.

We are not presently,  and it is likely that for the foreseeable  future we will
not be,  eligible for  inclusion  in NASDAQ or for listing on any United  States
national stock exchange.  To be eligible to be included in NASDAQ,  a company is
required to have not less than $4,000,000 in net tangible assets, a public float
with a market value of not less than  $5,000,000,  and a minimum bid of price of
$4.00 per share.  At the present  time, we are unable to state when, if ever, we
will meet the Nasdaq application  standards.  Unless we are able to increase our
net worth and market valuation substantially, either through the accumulation of
surplus out of earned income or successful capital raising financing activities,
we will never be able to meet the eligibility requirements of NASDAQ.


                                       18


The Public Offering Price Is Higher Than
the Per  Share  Value Of Our Net  Assets
And Is Also  Higher  Than The Price Paid
By Our  Founders  And  Prior  Investors.
Therefore,  If You  Purchase  Any Of The
Shares, You Will Suffer An Immediate And
Substantial Dilution Of Your Investment.

The public  offering  price of our shares is higher  than the prices paid by our
founders and prior investors and exceeds the per share value of our net tangible
assets.  Therefore, if you purchase shares in this offering, you will experience
immediate and substantial  dilution of  approximately  $1.0306 per share in your
investment if the minimum offering is sold and approximately $.9591 per share if
the  maximum  offering  is sold.  You may  also  suffer  additional  substantial
dilution in the future from the exercise of presently  outstanding stock options
and from the sale of additional shares of common stock or other  securities,  if
the need for additional financing forces us to make such sales. See "Dilution".

Rights To Acquire Shares Of Common Stock
Will Result In Dilution To Other Holders
Of Common Stock.

Outstanding  stock  options  could  adversely  affect  the terms on which we can
obtain additional financing, and the holders of these options can be expected to
exercise these securities at a time when, in all likelihood, we would be able to
obtain  additional  capital  by  offering  shares of common  stock on terms more
favorable to us than those provided by the exercise of these options. Holders of
the options will have the  opportunity  to profit from an increase in the market
price of our common  stock,  with  resulting  dilution in the  interests  of the
holders of our common stock.  Assuming the sale of all 1,000,000 shares offered,
upon the  completion  of this  offering,  there will be issued  and  outstanding
10,808,535 shares of common stock. In addition,  as of December 4, 2000, we have
outstanding the following stock options:

      Stock options held by our directors,  officers, employees,  affiliates and
      consultants to purchase an aggregate of 1,218,750  shares of common stock,
      each with an exercise price of $.21 per share.

      Stock options held by unaffiliated  third parties to purchase an aggregate
      of  259,350  shares of common  stock with  exercise  prices  ranging  from
      approximately $.16 to $.21 per share.

Sales of Shares Eligible For Future Sale
Could  Depress

We presently have issued and  outstanding  9,808,535  shares of our common stock
and options to  purchase  an  additional  1,478,100  shares at  exercise  prices
ranging from approximately $.16 to $.21


                                       19


The Market Price Of Our Common Stock

per share.  2,962,310 of these  9,808,535  shares,  plus an  additional  340,600
shares underlying  outstanding  options,  will be freely tradeable following the
completion of this public offering (see "Selling Shareholders").  The balance of
6,846,225  presently issued and outstanding shares are restricted from immediate
resale  but may be sold into the market in the  future.  Should a market for our
common stock  develop,  we are unable to predict the effect that resales made by
selling shareholders pursuant to this prospectus, or by other shareholders under
Rule 144, may have on the then  prevailing  market price of our common stock. It
is likely,  however, that market sales of large amounts of these or other shares
after  this  offering,  or the  potential  for those  sales  even if they do not
actually  occur,  will have the effect of  depressing  the  market  price of our
common stock.  In addition,  if our future  financing  needs require us to issue
additional  shares of common stock or securities  convertible into common stock,
the supply of common stock  available for resale could be increased  which could
stimulate  trading  activity  and cause the market  price of our common stock to
drop  significantly,  even if our business is doing well.  See  "Description  of
Securities -- Shares Eligible for Future Sale."

Our   Board  of   Directors   Can  Issue
Additional  Shares Of Our  Common  Stock
Without   The  Consent  Of  Any  Of  Our
Shareholders;  Substantial  Future Stock
Issuances  Could  Result In The Dilution
Of Your Voting Power And Of Earnings Per
Share Which Could  Decrease The Value Of
Your Shares

Our Certificate of Incorporation authorizes the issuance of 20,000,000 shares of
Common Stock.  Upon the sale of all of the shares of Common Stock offered hereby
approximately  9,191,465 of our authorized  common shares will remain  unissued.
Approximately 1,478,100 of such shares will be reserved for issuance pursuant to
the exercise of presently  outstanding  options.  Our board of directors has the
power to issue any or all of the remaining  7,713,365  authorized  common shares
for general corporate purposes, without shareholder approval. While we presently
have no  commitments,  contracts or  intentions to issue any  additional  common
shares except as otherwise  disclosed in this  prospectus,  potential  investors
should be aware that any such stock  issuances  may result in a reduction of the
book value or market price of the  outstanding  common  shares.  If we issue any
additional common shares, such issuance will reduce the proportionate  ownership
and  voting  power  of  each  other  common  shareholder.  See  "Description  of
Securities".

All Subscriptions Will Be Held In Escrow
Until We

Under the terms of this offering,  we are offering a minimum of 250,000  shares,
and if the minimum amount of shares being offered


                                       20


Sell At  Least  The  Minimum  Number  Of
Shares;  If We  Fail  To Do So,  We Will
Have  To  Withdraw   The   Offering  And
Subscribers  Will  Have  Lost The Use Of
Their  Money  For A  Period  of Up To 45
Days

are sold the  remaining  750,000  shares will be offered until all of the shares
are sold,  the  offering  period  ends,  or the  offering  is  terminated  by us
whichever first occurs. No commitment currently exists by anyone to purchase all
or any part of the shares offered  hereby.  Consequently,  there is no assurance
that the minimum number of shares being offered will be sold. Subscribers' funds
may be escrowed for as long as 45 days and then returned without interest in the
event the  minimum  number of shares  are not sold  within  the 30 day  offering
period, and the possible 15 day extension period.  Subscribers will not have the
use of any funds paid for the  purchase  of our shares  during the  subscription
period.  In the event we are unable to sell the minimum  number of shares within
the  offering  period,  the offering  will be  withdrawn  and we will refund all
subscription payments without interest.

Our Common Stock Is A "Penny Stock," And
Compliance With Requirements For Dealing
In Penny  Stocks  May Make It  Difficult
For  Holders  Of  Our  Common  Stock  To
Resell Their Shares.

If a public market develops for our common stock, it will be in what is known as
the  over-the-counter  market  and,  trading  of our stock will be quoted in the
Over-the-Counter  Bulletin  Board  of the  NASD.  At least  for the  foreseeable
future,  our common  stock will be deemed to be a "penny  stock" as that term is
defined in Rule 3a51-1 under the  Securities  Exchange  Act of 1934.  Rule 15g-2
under the  Exchange  Act  requires  broker/dealers  dealing  in penny  stocks to
provide potential investors with a document disclosing the risks of penny stocks
and to  obtain  from  these  inventors  a  manually  signed  and  dated  written
acknowledgement  of receipt of the document before  effecting a transaction in a
penny stock for the investor's  account.  Compliance with these requirements may
make it more difficult for holders of our common stock to resell their shares to
third parties or otherwise,  which could have a material  adverse  effect on the
liquidity and market price of our common stock (see "Description of Securities -
Penny Stock Rules").

Penny stocks are stocks:

      o     with a price of less than $5.00 per share; or

      o     that are not traded on NASDAQ or a national securities exchange;

Penny stock are also stocks which are issued by companies with:


                                       21


      o     net tangible assets of less than:

                  $2.0 million (if the issuer has been in  continuous  operation
                  for at least three years); or

                  $5.0 million (if in  continuous  operation for less than three
                  years); or

      o     average revenue of less than $6.0 million for the last three years.

Management  Will  Continue To Control Us
After  the  Public  Offering  And  Their
Interests  May  Be  Different  From  And
Conflict With Yours

The  interests of  management  could  conflict  with the  interests of our other
stockholders.  After this offering, our officers and directors will beneficially
own, directly or through members of their immediate families,  approximately 55%
of our outstanding common stock.  Accordingly,  if they act together,  they will
have the power to approve corporate transactions and control the election of all
of our directors and other issues for which the approval of our  shareholders is
required.  This  concentration  of ownership may also delay,  deter or prevent a
change in control of our company and may make some  transactions  more difficult
or  impossible  to  complete  without the  support of these  stockholders.  As a
result,  if you purchase  shares of our common stock in this  offering,  you may
have no effective  voice in our  management.  See "Principal  Stockholders"  and
"Certain Transactions".

Our Majority  Shareholders  Will Be Able
To  Take  Shareholder   Actions  Without
Giving   Prior   Notice   To  Any  Other
Shareholders;   You  May   Therefore  Be
Unable To Take Preemptive  Measures That
You  Believe  Are  Necessary  To Protect
Your Investment In The Company.

None  of our  securities  are  registered  under  Section  12 of the  Securities
Exchange  Act of 1934,  as amended  (the "34 Act").  We will not be  required to
register  under the "34 Act"  unless and until at the end of any fiscal  year we
have 500 or more  shareholders  of  record  and have  total  assets in excess of
$10,000,000.  At  present,  we have no plans to register  any of our  securities
under the "34 Act" unless and until we are  required  to do so. As a result,  we
are not,  and after the public  offering,  we will not be,  subject to the Proxy
Rules  of  Section  14 of the  "34  Act".  We  will  therefore  be  able to take
shareholder  actions in  conformance  with Section 228 of the  Delaware  General
Corporation  Act,  which  permits us to take any action which is required to, or
may, be taken at an annual or special meeting of the shareholders, without prior
notice  and  without  a vote  of all of our  shareholders.  Instead  of a  vote,


                                       22


shareholder  actions can be authorized by the written  consents to such actions,
signed by the holders of the number of shares which would have been  required to
be voted in favor of such action at a duly called  shareholders  meeting. We are
not required to give prior notice to all  shareholders of actions taken pursuant
to the written  consents  of the  majority  shareholders.  Our  obligations  are
limited to giving such notice promptly after the action has been taken.

                         PRO FORMA FINANCIAL INFORMATION

      We were formed on December 6, 1999 for the specific purpose of acting as a
holding company for The Guitron  Corporation,  which we will acquire and operate
as a wholly owned subsidiary.  Following the sale of at least 250,000 shares and
prior  to the  release  of  sale  proceeds  from  escrow,  we  will  effect  the
acquisition of The Guitron  Corporation in accordance  with the terms  described
under "Business - Acquisition of The Guitron Corporation". All of our activities
to date have related to our formation, this offering and our future effectuation
of the  acquisition.  All operations to date  respecting the  development of the
Guitron  have been and all future  operations  respecting  further  development,
marketing and sale of the Guitron and related products will be conducted through
The  Guitron  Corporation.  Based  upon the  foregoing,  the  audited  financial
statements  contained  herein for the two years  ended  July 31,  2000 treat The
Guitron  Corporation as our predecessor and give effect to the acquisition as of
July 31, 2000.  Accordingly,  and as a consequence of our relationship  with The
Guitron Corporation, no pro forma financial information is required.

                                 USE OF PROCEEDS

      The  Selling  Shareholders  are  selling  their  shares  covered  by  this
prospectus for their own accounts. Accordingly, we will not receive any proceeds
from the resale of their shares. We will however, receive proceeds from the sale
of shares made on behalf of the Company by our officers.  The net proceeds to us
from the offering, after deducting offering related expenses, is estimated to be
approximately $ 210,000 if the minimum number of 250,000 shares offered are sold
and $960,000 if all 1,000,000  shares offered are sold. We intend to use the net
proceeds  from the  offering  in the  approximate  amounts  shown  below for the
purposes listed, in order of priority:

                                Approximate Amount
                                ------------------
                                      Percent                      Percent
                                        of                           of
Anticipated Use       At minimum       Total      At maximum        Total
- ---------------       ----------       -----      ----------        -----
Product Inventory     $ 50,000          23.8%     $150,000          15.6%
Sales and
Marketing Expenses    $125,000          59.5%     $300,000          31.3%
Working Capital(1)    $ 35,000          16.7%     $510,000          53.1%

TOTAL                 $210,000         100%       $960,000         100%


                                       23


(1)   In the minimum offering situation,  approximately  $35,000 will be used as
      working capital and applied to general corporate purposes  including,  but
      not limited  to, rent and  salaries.  In the maximum  offering  situation,
      approximately  $510,000  will be used as working  capital  and  applied to
      general corporate purposes including,  but not limited to, rent, salaries,
      and research and development expenses.

None of the  expenditures  described  above  constitute a firm commitment by us.
Projected  expenditures  are estimates or  approximations  only.  Future events,
including changes in the economic climate or in our planned business operations,
including  the success or lack of success of our intended  business  activities,
could make shifts in the allocation of funds necessary or desirable.  Any shifts
of this nature will be at the discretion of our board of directors.

           MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

      Before this offering, there has been no public market for our common stock
and there can be no  assurance  that a public  market for our common  stock will
develop after this offering. We anticipate that upon completion of this offering
our common stock will be traded on the OTC Bulletin Board.

      Giving present effect to our  acquisition of The Guitron  Corporation,  we
would have  9,808,535  shares of common  stock  issued and  outstanding  held by
approximately 55 persons.  An additional  1,478,100 shares of common stock would
be subject to issuance upon exercise of  outstanding  stock  options.  3,302,910
shares,  including 340,600 shares underlying  outstanding options will be freely
tradeable by Selling Stockholders in connection with this offering.

      Neither we nor The Guitron  Corporation  have ever paid  dividends  on our
respective  common stocks.  There are no restrictions  that limit our ability to
pay  dividends  on our common  stock or that are likely to do so in the  future.
Despite the foregoing,  for the foreseeable  future,  it is anticipated that any
earnings which may be generated from our operations  will be used to finance our
growth and that cash dividends will not be paid to stockholders.

                                    DILUTION

      The following  discussion assumes that we acquired The Guitron Corporation
on July 31, 2000. It does not assume the exercise of then outstanding options of
The Guitron Corporation,  the exercise of which would result in further dilution
to investors in this offering.  The following  discussion  also assumes that the
net proceeds to us will be $210,000 if the minimum  number of shares offered are
sold and will be $960,000 if the maximum number of shares offered are sold.

      At July 31,  2000,  we had a net  tangible  book  value of  $(517,747)  or
$(.0528) per share.  Net tangible book value per share  represents the amount of
our total tangible assets, minus total


                                       24


liabilities,  divided by the  9,808,535  shares then  outstanding.  After giving
effect  to the sale of the  minimum  number of Shares  offered  hereby  (250,000
Shares),  the pro forma net tangible book value at July 31, 2000 would have been
$(.0306) per share,  representing  an immediate  increase of $.0222 per share to
present  stockholders  and an  immediate  dilution  of $1.0306  per share to the
public  stockholders from the public offering price.  After giving effect to the
sale of the maximum number of Shares offered hereby (1,000,000 Shares),  the pro
forma net tangible book value at July 31, 2000 would have been $.0409 per share,
representing an immediate  increase of $.0937 per share to present  stockholders
from the public  offering and an  immediate  dilution of $.9591 per share to the
public  stockholders  from the  public  offering  price.  "Dilution"  per  share
represents the difference between the public offering price and the net tangible
book value per share after the Offering.

      The following  table  illustrates the per share dilution to be incurred by
public  stockholders  from the public  offering  price if the minimum  number of
Shares offered hereby (250,000 Shares) are sold.

      Assumed public offering price                                 $1.00
      Net tangible book value per share before Offering             $(.0528)
      Increase attributable to public stockholders                  $ .0222
      Pro forma net tangible book value after Offering              $(.0306)
      Dilution to public stockholders                               $1.0306

      The following  table  illustrates the per share dilution to be incurred by
public  stockholders  from the public  offering  price if the maximum  number of
Shares offered hereby (1,000,000 Shares) are sold.

      Assumed public offering price                                 $1.00
      Net tangible book value per share before Offering             $(.0461)
      Increase attributable to public stockholders                  $ .0937
      Pro forma net tangible book value after Offering              $ .0409
      Dilution to public stockholders                               $ .9591

      The  following  table  illustrates  the  difference  between  the  present
stockholders  and the new  stockholders  with  respect  to the  number of shares
purchased  from us on the sale of both the maximum and minimum  number of shares
offered,  the total cash  consideration  paid and the  average  price per share,
assuming an initial  public  offering price of $1.00 per common share and before
the deduction of offering expenses payable by us.



                                      Shares Purchased                    Total Consideration
                                      ----------------                    -------------------
                                          Percent                               Percent          Average Price
                           Number        of Total           Amount              of Total           Per Share
                           ------        --------           ------              --------           ---------
                                                                                     
Present stockholders     9,808,535    97.51%(minimum)    $  991,758         79.87%(minimum)         $.101
                                      90.75%(maximum)                       49.79%(maximum)



                                       25



                                                                                    
New stockholders          250,000      2.49%             $  250,000         20.13%                 $ 1.00
(minimum offering)

New stockholders
(maximum offering)      1,000,000      9.25%             $1,000,000          50.21%                $ 1.00


TOTAL (MINIMUM)        10,058,535      100%              $1,241,758          100%                  $.1235

TOTAL (MAXIMUM)        10,808,535      100%              $1,991,758          100%                  $.1843


                                 CAPITALIZATION

      The  following   table  sets  forth,   as  of  July  31,  2000,   (a)  the
capitalization  of our Company giving  present effect to the  acquisition of The
Guitron Corporation, and (b) the capitalization of our Company on an as adjusted
basis to give effect to the sale of the  minimum  and  maximum  number of shares
offered after deducting estimated expenses of the offering.



                                             July 31, 2000
                                             -------------
                                                                           AS ADJUSTED
                                                                           -----------
                                                                    MINIMUM          MAXIMUM
                                                                    -------          -------
                                                                           
Long-term debt, including current portion    $    66,980          $    66,980       $    66,980

Stockholders' equity
Common stock, $.001 par value;
20,000,000 shares authorized,
9,808,535 shares outstanding,
10,058,535 shares outstanding
(as adjusted minimum), 10,808,535
shares outstanding (as adjusted
 maximum)                                    $     9,809          $    10,059       $    10,809

Additional paid-in capital                   $ 1,361,148          $ 1,570,898       $ 2,320,148
Accumulated deficit                          $(1,899,558)         $(1,899,558)      $(1,899,558)
Unrealized gain on foreign exchange          $    10,854          $    10,854       $    10,854
Total stockholders' equity                   $  (517,747)         $ (307,747)       $   442,253


                                 DIVIDEND POLICY

      We have never paid any dividends on our common stock.  We do not intend to
declare or pay  dividends on our common stock,  but to retain our  earnings,  if
any, for the operation and expansion of our business.  Dividends will be subject
to the discretion of our board of directors


                                       26


and will be contingent  on future  earnings,  if any, our  financial  condition,
capital requirements, general business conditions and other factors as our board
of directors deem relevant.

                                PLAN OF OPERATION

      The  following  discussion  of our plan of  operation  for the next twelve
months  should be read together  with,  and is qualified in its entirety by, the
more detailed  information,  including the summary financial information and our
financial   statements  and  the  notes  thereto  included   elsewhere  in  this
prospectus. Our plan of operation for the next twelve months involves:

      o     implementing  our sales  and  marketing  plans to  create  sales and
            distribution channels for the Guitron;

      o     commencing  sales of the Guitron,  which is expected to occur during
            the first quarter of 2001;

      o     continuing our investment in research and development respecting the
            Guitron; and

      o     developing other applications for the Guitron technology.

      The component  parts of the Guitron will be  manufactured  for us by third
parties and assembled at our Montreal,  Canada office.  In our present space, we
estimate that we have the capacity to assemble approximately 10,000 Guitrons per
month.  In addition,  should  product demand  necessitate  assembly of a greater
number of Guitrons we anticipate that we can lease  additional space in the same
building  that  would  allow us to  double  our  present  assembly  capacity  to
approximately  20,000  Guitrons per month.  Should even greater  product  demand
exist,  we expect that we would move our operations to a larger  facility in the
Montreal,  Canada area,  which we believe  would be available to us from several
sources at rates that,  on a square  footage  basis,  are  competitive  with our
present  monthly rental rate. The assembly of Guitrons does not require  skilled
labor.  The level of demand for Guitrons  will dictate the number of  additional
employees, if any, we will need to hire for assembly purposes.

      We have not yet achieved  operating  revenues and do not expect to achieve
revenues  until we commence  Guitron  sales.  Our  activities  to date have been
principally devoted to raising capital,  developing marketing plans, identifying
and  entering  into  relationships   with  marketing   organizations  and  parts
suppliers, and completing development of the Guitron. As of July 31, 2000 we had
a working capital deficit of $70,979, and had expended approximately $952,148 on
research and development activities since inception.

      Employee   levels  are  expected  to  increase  in  connection   with  the
commencement  of sales  activities  and are  expected to be directly  related to
product demand. Despite the foregoing,  all of our marketing and sales personnel
requirements  will be  outsourced.  (See  "Business-Sales  and  Marketing")  The
receipt of the maximum offering proceeds together with expected revenues


                                       27


from operations should be sufficient to satisfy our cash requirements during the
next twelve months, but no assurance can be given that this will prove to be the
case.  Our cash  requirements  over that period will be directly  related to our
sales and  marketing  efforts,  the number of  geographic  markets we attempt to
enter during such period,  our research and  development  requirements,  and the
overall  speed at which we advance  our  operations.  There can be no  assurance
given  that if we are  required  to seek  additional  financing  that it will be
available to us, or if available that we can obtain this financing on reasonable
terms.

      The  receipt of the  minimum  offering  proceeds  together  with  expected
revenues from operations may be  insufficient  to satisfy our cash  requirements
during the next twelve months. Should this prove to be the case we would have to
seek  additional  financing,   the  availability  and  terms  of  which  may  be
unfavorable to us. See "Risks  Related To Our Financial  Condition - We May Need
Additional Financing Which May Not Be Available And, If Available, Might Only Be
Available  On  Unfavorable  Terms".  In  addition,  the receipt of less than the
maximum proceeds may cause us to finance our inventory purchases and curtail our
intended advertising campaigns.

      Full scale  marketing  efforts will be  undertaken in the first quarter of
2001.  Complete  packages  of the three  instruments  have been  provided to our
marketing  consultants for their presentations to prospective  customers.  These
packages  include not only the  instruments  but also  manuals,  song  books,  a
demonstration CD, packaging and point of sale material. Based on discussions and
feedback  to the  marketers,  our  primary  area of focus  will be with the home
shopping  networks.  During  the  first  quarter  of 2001,  we will  attempt  to
negotiate  a contract  for the sale of the  instruments  on one or more of these
networks,  although  no  assurance  can be given  that this will prove to be the
case.

      During the latter part of the first  quarter of 2001 and leading  into the
second quarter,  individual national and international retailers will be visited
and provided with marketing packages.  Marketing efforts will be concentrated on
securing  orders  for  delivery  in May and  June  and the fall of 2001 but once
again,  we can offer no assurances that we will be able to enter into agreements
with these retailers, or if entered into, that they will prove to be profitable.

      During the second and third quarters of 2001,  our marketing  efforts will
be directed to expanding our existing  marketing channels and to exploring other
areas of revenue including licensing to and manufacture for other name brands.

      In the  first  quarter  of 2001 we  will  also  attempt  to  enter  into a
distribution service contract that will provide us with distribution and service
centers  throughout  North America.  No assurance can be given however that this
will prove to be the case.  During the last  quarter of 2001 we will  attempt to
negotiate additional  distribution and service contracts covering other parts of
the world.


                                       28


                                    BUSINESS

Overview

      We are a  development  stage  company  which is  poised to launch a unique
musical  instrument  known  as  the  Guitron.   The  Guitron  represents  a  new
development  respecting  one of the  world's  oldest  and most  popular  musical
instruments,  the guitar.  It preserves  the natural  beauty of the guitar while
simplifying  the  playing.  The Guitron  closely  resembles  and  possesses  the
characteristics  of a traditional  guitar.  It looks like a guitar and maintains
the  pleasurable   function  of  strumming  while  eliminating  certain  of  the
complexities  of  the  traditional  guitar  including  the  need  to  learn  the
complicated  fingerboard positions necessary to produce a chord. We believe that
this is the primary reason that many first time guitar purchasers  abandon their
instruments  within the first  three  months of use.  They are not  prepared  to
invest  the time and  energy  required  by the  traditional  guitar  to attain a
reasonable level of skill. By contrast, to produce a chord on a Guitron requires
only one finger. The Guitron has a simplified grid system that allows the player
to easily find desired  chords by  following  letters on the neck of the Guitron
and  depressing  the  string  that  corresponds  to the  chord  family  desired,
producing a perfect  chord when the strings are plucked.  Hundreds of chords are
available,  always in tune and in perfect pitch. The Guitron is battery operated
and  contains  a  patent  pending  speakerless  system,  together  with a unique
combination  of software  and  hardware.  The Guitron  relies on its  electrical
components for its sound. The sounds generated by the Guitron are pre-programmed
into the instruments memory.  Plucking or striking the strings of the instrument
releases these sounds, which are not affected by string tension.

      Ubaldo Fasano,  the inventor of the Guitron,  had tried as a young man, to
learn  and  play  the  guitar.  Failing  to  do  so,  his  interests  turned  to
synthesizers.  Subsequently,  he became a pioneer  in the  programming  of these
complex and innovative instruments.  The knowledge he gained in manipulating and
shaping  musical  sounds  played a decisive role in the creation of the Guitron.
Through  perseverance and  determination he continued to experiment with devices
that would equip him to play guitar.  He decided to put his knowledge of shaping
and creating sounds for synthesizers  towards developing a series of experiments
in  search  of  an  electronic   solution  to  his  guitar   learning   problem.
Approximately  twenty years later, in May 1997,combining new electronic modules,
printed circuits and sophisticated microprocessors,  he completed development of
the first prototype of the Guitron. A second generation  prototype was completed
in February  1999. Mr. Fasano passed away in April 1999 after a long illness but
his vision lives on. Since that time, a third generation prototype was developed
and we continue to seek ways to further improve product quality and reliability.
There are three basic models of the Guitron, including an electronic,  acoustic,
and children's  model.  Basic development of these models was completed in March
2000.  Since that time,  we have devoted our  resources to further  refining the
instrument and simplifying the manufacturing process.


                                       29


Acquisition of The Guitron Corporation

      We were  incorporated  on  December  6, 1999 for the  specific  purpose of
acquiring The Guitron Corporation, an affiliated corporation which was formed on
August 20, 1997. This  acquisition is scheduled to take place following our sale
of at least  250,000  shares.  If we are unable to sell  250,000 or more  shares
within the offering period,  including any extensions  thereof,  the acquisition
will not be consummated and the offering will be cancelled.

      In connection with the acquisition:

      o     each of the issued and outstanding shares of The Guitron Corporation
            at the time of the acquisition  will be exchanged for 3.25 shares of
            our common stock; and

      o     each of the  issued and  outstanding  stock  options of The  Guitron
            Corporation  will become  exercisable  for 3.25 shares of our common
            stock.

      As a consequence of the foregoing:

      o     2,218,226  outstanding  shares  of The  Guitron  Corporation,  which
            shares will  represent all of the issued and  outstanding  shares of
            The Guitron  Corporation,  will be exchanged for 7,209,235 shares of
            our common stock; and

      o     454,800 stock options of The Guitron Corporation, which options will
            represent  all of the issued and  outstanding  stock  options of The
            Guitron  Corporation,  will become  exercisable  for an aggregate of
            1,478,100   shares   of  our   common   stock.   Additionally,   the
            post-acquisition  per share option exercise price will be reduced by
            dividing  the  per  share   exercise  price  in  effect  before  the
            acquisition by 3.25 such that following the acquisition, each option
            holder will be able to exercise each of his, her, or its options for
            3.25 shares of our common stock at the same price it would have cost
            to  exercise  the  option  to  purchase  one  share  of The  Guitron
            Corporation  before the  acquisition.  Following the effectuation of
            the acquisition,  The Guitron Corporation will become a wholly owned
            subsidiary of our Company.

Industry Background

      In 1977,  the United  States music  products and sound  industry  reported
annual retail sales of approximately $1.9 billion.  Ten years later, in 1987, it
reported  sales of  approximately  $3.4  billion.  By  1998,  the  industry  was
reporting  record  breaking  sales of  approximately  $6.51  billion,  more than
tripling its sales figure twenty years  earlier.  We believe that this growth is
primarily  attributable to the growing value placed by most Americans on musical
pursuits and the vibrant United States economy. For purposes of this discussion,
and throughout this prospectus, all United


                                       30


States  industry  unit  and  dollar  volume  figures   represent   shipments  by
manufacturers and distributors to United States retailers at an estimated retail
value. Estimates of unit sales, and retail values are based on data presented by
the  National  Association  of  Music  Merchants  in  their  1997,  1998 or 1999
statistical review of the U.S. Music Products  Industry.  This data was provided
to the National  Association  of Music  Merchants  by the Music Trades  Magazine
which obtained the data from a variety of sources including, but not limited to,
the United States Department of Commerce,  industry associations,  and corporate
financial  records.  The United States guitar market experienced annual sales of
approximately  1.1  million  guitars  in each  of  1995,  1996,  1997  and  1998
representing   dollar  sales  of   approximately   $696,000,000;   $706,000,000;
$711,000,000  and  $695,000,000  respectively.  These  numbers  do not take into
account the very large secondary or used market sales figures.  These statistics
indicate  the vast  potential of the markets in which the Guitron is expected to
compete.  No  assurances  can be given  however,  that demand for  guitars  will
increase or remain  consistent in the future or that we will prove successful in
obtaining  a portion of the future  revenues  which will be  expended  on guitar
purchases.

      In 1997, the National  Association  of Music  Merchants  commissioned  the
Gallup  Organization to conduct a national survey of amateur music participation
in the United States. Certain highlights of the survey's results show that:

      o     Approximately  25% of the United States  population  over the age of
            twelve currently play musical instruments,

      o     Most current  players first learned to play a musical  instrument at
            school;

      o     Approximately  43%  of  all  households  own at  least  one  musical
            instrument.

      o     Pianos and guitars  are the most  popular  instruments  (33% and 18%
            respectively) of all instruments played;

      o     The  guitar is most  likely to be played by persons in the 18-49 age
            group.

      o     Males are more likely than females to play the guitar.

      Based upon United States guitar sales figures for the past several  years,
it is our belief that  guitar  sales will  remain  steady  over the  foreseeable
future,  although no assurance can be given that this will prove to be the case.
For the past few years keyboard  manufacturers have been concentrating on making
their product more  user-friendly  in order to penetrate a wider market and have
been extremely successful. Guitar manufacturers have not followed this trend. We
believe that  beginners of all ages will be attracted to the  immediate  results
offered by the  Guitron.  We further  believe  that the  Guitron  will appeal to
players of all genders,  ages and skill  levels,  although no  assurance  can be
given that this will prove to be the case. Based upon the results


                                       31


of the Gallup Study, however, our primary marketing strategy will be directed to
school age players and to males in the 18-49 age group.

Products and Services

Products

      In March 2000,  we completed  initial  development  of three models of the
Guitron,  the acoustic Guitron, the electric Guitron and the children's Guitron.
From  April 2000  through  November  2000 we further  refined  the  Guitron  and
simplified the manufacturing and assembly  process.  These refinements  included
cosmetic  improvements to the  instruments,  rearrangement  of functional  chord
positions,  reconfiguration  of chord sounds,  and changes  relating to hardware
placement  and  fastenings.  Simplification  of the  manufacturing  and assembly
process  included  design work on various  molds  which also  resulted in a more
durable product.  We expect to commence marketing and selling the Guitron during
the first  quarter of 2001,  although no  assurance  can be given that this will
prove to be the case. All Guitron models contain the following features:

      o     Simplified  Left-Hand  Movement - In response to our conclusion that
            the intricate  fingering  positions are the primary  reason why many
            guitar  purchasers  give it up in  frustration  and why many  others
            never  purchase a guitar in the first place we have  identified  and
            simplified  the complex  left-handed  functions  of the  traditional
            guitar. The Guitron solves the problem by replacing the complex left
            hand fingering positions with a one finger movement.

      o     Chord Locator by Grid System - All Guitron  models are equipped with
            a  simple  and  visible  grid  system  that  identifies  chords.  An
            alpha-numeric display indicates the specific chord played.

      o     Single and Double  Switch  Chording  Function - All  Guitron  models
            contain a switching chord function  feature which allows a person to
            play in excess of 1000 chords if desired.

      o     Low Tension Strings - Depressing  strings on the traditional  guitar
            can cause pain when the strings  bite into the fingers and can leave
            deep ridges in the skin. All Guitron models feature strings that are
            low tension,  made of nylon, easy to depress, and cause no injury to
            the fingers.

      o     Excellent   Sound   Quality  -  Along  with  an   interface   and  a
            microprocessor,  a simple playback  mechanism produces quality sound
            through a proprietary speakerless technology. The sound is generated
            by the Guitron's sound board.


                                       32


      o     Computer  Interactive  -  All  Guitron  models  have  full  computer
            interface capability. Each is equipped with the standard midi-in and
            midi-out  connections allowing for the interaction of the instrument
            with personal home  computers.  This feature is expected to prove to
            be a valuable tool for professional music writers and composers.

Proposed Accessory Items

      In addition to the Guitron, we intend to offer consumers related accessory
items including,  but not limited to, guitar straps,  picks, cases,  headphones,
amplifiers  and  stands.  All of these  items  will be  manufactured  for us, in
accordance  with  our  specifications,   by  product  manufacturers  located  in
Southeast  Asia.  There are several  manufacturers  available  to us for each of
these  items and we do not  anticipate  any  problems  with  respect  to product
quality  or cost.  We  intend to carry a  relatively  small  inventory  of these
accessory  items, at any given time, since the delivery time for orders given by
us to such manufacturers is expected to be short.

Services

      We will  market the  Guitron  as a high  quality,  sophisticated,  musical
instrument.  Consistent  with this marketing plan, we will provide our customers
with a product  warranty,  product  satisfaction  guarantee and related  support
regarding the use and enjoyment of such product.  We will warrant the Guitron to
be free from defects in material and workmanship and will provide each purchaser
of a  Guitron  with a one year  warranty  on parts  and  labor,  except  for the
Guitron's rechargeable batteries which will carry a 90-day warranty.  During the
effective  warranty  period,  we will remedy any product  defects.  Parts may be
replaced  under  the  warranty,   at  our  election,   with  new  or  comparable
remanufactured parts. The warranty will not extend however, to any Guitron which
has been  subjected to usage for which the product was not  designed,  which has
been damaged as the result of shipping, or which has been altered or repaired in
a way that  affects  product  performance  or  reliability.  To  further  insure
customer  satisfaction,  we will also provide each customer with a ten day money
back guarantee, excluding shipping and handling.

Patents and Trademarks

      We have filed two provisional  patent  applications with the United States
Patent and Trademark office. The first of these patents was filed on February 2,
1999  and  titled  "electronic   stringed  musical   instrument".   This  patent
application relates to both the sound technology utilized in the Guitron and the
related  fingering system for producing  chords.  On February 2, 2000 we filed a
replacement  application which reflected technological advances made by us since
the


                                       33


initial filing date. The second patent  application  was filed on August 5, 1999
and titled "guitar  headstock".  This patent application relates to the physical
design of the  Guitron.  On February 2, 2000 we also filed  applications  titled
"electronic stringed musical instrument" for Canadian and international patents.
Although  we  expect  that   patents  will  be  granted  in  response  to  these
applications,  we are unable to give any assurance that this will in fact be the
case.  In addition to the  protection  to be offered to us upon the allowance of
our patent applications,  we also rely on trade secrets proprietary know-how and
technological innovation with respect to the development of the Guitron.

      In April 1998 we filed an  application  with the United  States Patent and
Trademark  Office  seeking   trademark   registration  for  the  mark  "Guitron"
indicating  our  intention  to use  the  mark in  connection  with  the  musical
instrument  referred to in this  prospectus  as the Guitron.  In October 1999 we
received a Notice of Allowance with respect to this application.

      We have entered into confidentiality and invention  assignment  agreements
with our employees and consultants  which limit access to, and disclosure or use
of, the Guitron technology.  There can be no assurance,  however, that the steps
taken  by us to  deter  misappropriation  or  third  party  development  of  our
technology  or processes  will be adequate,  that others will not  independently
develop a similar technology or processes, or that secrecy will not be breached.
In addition,  although we believe  that our  technology  has been  independently
developed and does not infringe on the proprietary  rights of others,  there can
be no assurance  that our  technology  does not and will not so infringe or that
third parties will not assert  infringement  claims against us in the future. We
believe that the steps we have taken will provide some degree of protection  and
that the  issuance  of patents  pursuant  to our  applications  will  materially
improve this  protection.  However,  no assurance can be given that this will be
the case.

Sales and Marketing

      We intend to commence market introduction of our three Guitron models; the
electric  Guitron,  acoustic  Guitron and  children's  Guitron  during the first
quarter  of 2001.  Our  initial  test  markets  will be  Quebec,  Canada and the
Northeastern  United States  followed in or about the fourth  quarter of 2001 by
the remainder of the United States. By the end of 2002 we intend to be marketing
the Guitron on a worldwide  basis.  No assurances can be given however,  that we
will achieve our geographic marketing goals within the time frame indicated,  or
that this will ever be achieved. During the second quarter of 2001, we intend to
introduce  Guitron  accessories  including  guitar  straps,  cases,  amplifiers,
headphones,  picks, and foot and music stands. Our long term marketing objective
is to create full consumer  awareness of the Guitron,  the accessory  items, and
the other products that we may develop in the future.  Our medium term marketing
objective  is to introduce  new lines of Guitrons in or before  2004.  These new
lines are expected to be the result of our continuing dedication to research and
development and our ability to respond to consumer feedback.


                                       34


      To limit our fixed  expenses by decreasing our employee  requirements,  to
enable us to expedite the  implementation  of our sales and marketing  plans and
strategies, and to position us to take advantage of the services of professional
sales and marketing  organizations,  we have decided to rely on outsourcing  for
our sales and  marketing  needs.  Accordingly,  we have entered  into  marketing
agreements  with Marvin  Chankowsky  and Jean Pilote to develop,  coordinate and
implement marketing strategies for the Guitron and the proposed accessory items.
Jean Pilote, an experienced  marketer of products and services,  will coordinate
our  marketing  for  the  Quebec  and  Eastern  Canada  regions,   while  Marvin
Chankowsky,  directly or through MBC Marketing  Ltd., a leading  Canadian  sales
promotion  agency  under the  control of Mr.  Chankowsky,  will  coordinate  our
marketing  for  the  United  States  and   subsequently   other   countries  and
territories.

      The Marketing  Agreement  between The Guitron  Corporation and Jean Pilote
was entered into on September 1, 1999. It has a two year term that  commenced on
September 1, 1999 and provides for Mr. Pilote to devise, develop and implement a
marketing  plan with  respect to sales of  Guitrons  in the  Province of Quebec,
Eastern Canada and any other geographic areas that are mutually agreed to by the
parties.  In  consideration of these services,  the Pilote  Marketing  Agreement
provides for the  reimbursement of all approved out of pocket expenses  incurred
by Mr.  Pilote and his  affiliates  in connection  with the  performance  of the
contract,  the issuance to Mr. Pilote of 1,000 shares of The Guitron Corporation
(3,250 shares of Guitron  International Inc., on a post acquisition basis) which
issuance was made on December 7, 1999; and additional compensation, as described
below,  which is based  upon  Guitron  sales  that are  directly  related to the
marketing efforts of Mr. Pilote and his affiliates,  within the applicable sales
territory during the term of the Pilote Market Agreement.

      This additional compensation consists of the following:

      (a)   the right to receive 1,000 shares of The Guitron  Corporation (up to
            a maximum of 9,000  shares)  which  will be 3,250  shares of Guitron
            International  Inc. on a post acquisition  basis (up to a maximum of
            29,250 shares) for every Cdn $100,000  (approximately US $67,250) in
            net receipts realized by us from sales of Guitrons in the applicable
            sales territory  during the term of the Pilote  Marketing  Agreement
            where the sales are directly related to the marketing efforts of Mr.
            Pilote and his affiliates;

      (b)   during the stock earn out period  described in (a) above,  the right
            to  receive  a sales  commission  equal  to 3% of the  net  receipts
            realized  by us from  sales  of  Guitrons  in the  applicable  sales
            territory during the term of the Pilote Marketing Agreement that are
            directly attributable to the marketing efforts of Mr. Pilote and his
            affiliates; and

      (c)   subsequent to the stock earn out period  described in (a) above, the
            right to receive a sales  commission equal to 6% of the net receipts
            realized by us from sales of


                                       35




      Guitrons in the applicable  sales territory  during the term of the Pilote
      Marketing  Agreement  that  are  directly  attributable  to the  marketing
      efforts of Mr. Pilote and his affiliates.

      The  Chankowsky  Marketing and  Consulting  Agreement  between The Guitron
Corporation and Marvin  Chankowsky was entered into as of September 29, 1999. It
has a thirty  month term that is expected  to  commence  on or about  January 1,
2001.  The Marketing and  Consulting  Agreement  provides for Mr.  Chankowsky to
devise,  develop  and  implement a  marketing  plan with  respect to the sale of
Guitrons in North  America and those other  geographic  areas that are  mutually
agreed to between the parties.  In  consideration  of the  Chankowsky  Marketing
Agreement,  The Guitron  Corporation  issued  10,000  shares of its stock to Mr.
Chankowsky  on  December  7, 1999.  Mr.  Chankowsky  will be entitled to further
compensation, as described below, based upon Guitron sales within the applicable
sales territory that are directly  attributable to the marketing  efforts of Mr.
Chankowsky  and his  affiliates  during  the term of the  agreement.  The  stock
compensation  component of this further  compensation  will result in additional
dilution to investors in this  offering.  We have agreed to use our best efforts
to register the stock to be issued to Mr.  Chankowsky  under the  Marketing  and
Consulting Agreement.

      This additional compensation consists of the following:

      (a)   the right to receive 10,000 shares of The Guitron Corporation (up to
            a maximum of 264,000  shares) which will be 32,500 shares of Guitron
            International  Inc. on a post acquisition  basis (up to a maximum of
            858,000 shares) for every Cdn $100,000 (approximately  US$67,250) in
            net receipts realized by us from sales of Guitrons in the applicable
            sales  territory  during the term of the  Marketing  and  Consulting
            Agreement  where the sales are  directly  related  to the  marketing
            efforts of Mr. Chankowsky and his affiliates;

      (b)   during the stock earn out period  described in (a) above,  the right
            to  receive  a sales  commission  equal  to 2% of the  net  receipts
            realized  by us from  sales  of  Guitrons  in the  applicable  sales
            territory during the term of the Marketing and Consulting  Agreement
            that are  directly  attributable  to the  marketing  efforts  of Mr.
            Chankowsky and his affiliates; and

      (c)   subsequent to the stock earn out period  described in (a) above, the
            right to receive a sales  commission equal to 6% of the net receipts
            realized  by us from  sales  of  Guitrons  in the  applicable  sales
            territory during the term of the Marketing and Consulting  Agreement
            that are  directly  attributable  to the  marketing  efforts  of Mr.
            Chankowsky and his affiliates.

      The Quebec and Eastern Canada marketing  strategy will primarily involve a
direct  marketing  approach that will utilize various media  including,  but not
limited to, newspapers,


                                       36


magazines,  radio and television  advertisements  as well as infomercials.  This
marketing  strategy will also utilize the talents and name  recognition,  in the
Quebec  and  other  french   speaking   regions  of  Canada,   of  our  Canadian
spokesperson,  Jean Pierre  Ferland.  Mr. Ferland is a  French-Canadian  artist,
singer and songwriter who has built an extensive reputation with his audiences.

      Other direct  marketing  approaches  intended to be utilized by us include
the following:

      o     establishment of a toll free  information  number which will provide
            interested parties with detailed information respecting the Guitron;

      o     sponsorships   of  music  promotion   programs  within   educational
            institutions,  that will be geared  towards  12 to 25 year old music
            students as well as aspiring musicians,  and that will support music
            competitions,  concerts  and  music  clubs  involving,  among  other
            musical instruments, the Guitron;

      o     product promotion by arranging for Guitron use by performing artists
            at  concerts,  cafes,  cabarets,  television  shows and  other  high
            profile venues; and

      o     creation  of an internet  web site that will  promote the Guitron by
            among other things, providing a product demonstration.

      The  North  American  marketing  strategy  will  involve  a dual  approach
utilizing both direct marketing,  similar to the direct marketing  strategies to
be utilized with respect to our Canadian  marketing,  and  distribution  through
large retailers.

Supplies and Suppliers

      The primary  components  of the  Guitron  include  electronics,  hardware,
software,  and guitar bodies.  These  components will be manufactured  for us by
third parties. We will assemble Guitrons at our Montreal, Canada office. We also
intend to sell related accessories  manufactured for us by third parties such as
speakers,   amplifiers,  stands,  straps,  footrests  and  cases.  Suppliers  of
component materials and accessories will be chosen based on quality, service and
price.

      The price of raw materials for the  manufacture of Guitrons is expected to
remain  stable in the near term.  Increases  that may occur are  expected  to be
small,  although no assurance  can be given that this will prove to be the case.
Each category of raw materials has several competing suppliers. We do not intend
to be dependent upon any one supplier for each of the raw materials that we will
purchase.  We expect all  required  raw  materials  to be readily  available  in
sufficient  quantities and to be of required quality.  In the extreme situation,
however, were any required raw materials not to be generally available, it would
have a material adverse effect on our operations.


                                       37


Seasonal Aspects

      We do not  expect  to  experience  seasonal  variations  in our  operating
results.

Research and Development

      Although  the basic design and  development  of the Guitron was brought to
completion  during  March  2000,  we  continue to refine and enhance our Guitron
technology and related manufacturing processes. Except as otherwise disclosed in
this  prospectus,  all of our research and  development  activities  are company
sponsored.  To date, all of these  activities have related to the development of
the Guitron. During the fiscal years ended July 31, 2000, July 31, 1999 and July
31, 1998 we spent approximately $430,073,  $303,674 and $218,401,  respectively,
on research and development activities.

Customers

      We do not expect any single customer to account for a significant  portion
of our revenues.  Accordingly we will not be dependent upon any single  customer
to achieve our business goals.

Competition

      We  know  of no  guitar-like  related  devices,  apparatus  or  equipment,
utilizing  electronic or other  technology,  which is identical or comparable to
the  Guitron  technology,  presently  being sold or used  anywhere in the world.
Further,  we are not aware of any competing patents relating to this technology.
However,  the Guitron may  reasonably  be  expected to compete  with  related or
similar guitar,  or guitar-like,  instruments,  apparatus or devices.  Moreover,
prospective  competitors  which may enter  the  field  may  include  established
manufacturers of musical or electronic audio  instruments and equipment,  all of
which will be  considerably  larger than we are in total  assets and  resources.
This could  enable  them to bring  their own  technologies  and  instruments  to
advanced stages of development and marketing with more speed and efficiency than
we have been, or will be, able to apply to the  development and marketing of the
Guitron.  There can be no assurance that the Guitron will  successfully  compete
with conventional  guitars and existing  electronic  guitar-like  instruments or
with any  improved or new  technology  instrument  which may be developed in the
future.

Canadian Government and Government Sponsored Financial Assistance

      The  governments  of Canada and Quebec have  officially  acknowledged  the
pivotal  role  played by business  investment  in research  and  development  in
insuring  sustained  economic  growth  and  long-term  prosperity.  In  order to
encourage these activities, the Government of


                                       38


Canada,  on a national  basis,  and the  Government  of Quebec,  on a provincial
basis,  support  private  research  and  development   initiatives  through  the
provision of research tax  incentives to businesses and  individuals.  These tax
incentives  take the form of deductions and tax credits with respect to eligible
research and  development  expenditures  of Canadian  corporations.  Certain tax
credits are called "refundable" because to the extent that the amount of the tax
credit  exceeds  the  taxes  payable,  they are paid over or  "refunded"  to the
taxpayer. Thus, such credits function effectively as monetary grants. To qualify
for  such  tax  credits,  research  and  development  activities  must  comprise
investigation  or  systematic  technological  or scientific  research  conducted
through pure or applied research,  undertaken to advance science and develop new
processes, materials, products or devices or to enhance, even slightly, existing
processes, materials, products, or devices. Approximately $138,993, $232,810 and
$238,200  of the  research  and  development  expenditures  made by The  Guitron
Corporation during the fiscal years ended July 31, 1998, July 31, 1999, and July
31, 2000 respectively,  qualified for such tax credits. In consideration of such
expenditures,  we received  approximately $23,993 and $73,155 in tax credits for
the fiscal years ended July 31, 1998,  and July 31, 1999,  and have a tax credit
receivable of $119,764 against our eligible  expenditures made during the fiscal
year ended July 31, 2000.

      The Guitron  Corporation has also received financial  assistance by way of
loans  and  grants  from  Quebec   governmental   agencies  for  export   market
development. The terms and conditions of the government and government sponsored
loans and grants obtained by The Guitron Corporation include the following:

      Loan From Canada Economic Development for Quebec Regions ("CEDQR") CEDQR's
Program for the Development of Quebec's IDEA Program provides loans in amount of
up to 50% of  approved  expenditures  made by the  borrower  for the  purpose of
identifying  and  developing  export markets for Canadian  products.  Under this
program, The Guitron Corporation has obtained a loan, as follows:

      On April 22, 1998,  The Guitron  Corporation  qualified  for a loan, in an
amount  equal to 50% of approved  expenditures,  up to a maximum  loan amount of
approximately  $68,624 for market  development  activities  in the United States
respecting the sale of Guitrons.  In connection  with the foregoing,  during the
year ended December 31, 1998, CEDQR granted The Guitron Corporation loans in the
aggregate amount of approximately  $68,624.  The loan does not require us to pay
interest on the  outstanding  loan balance unless we are delinquent with respect
to an installment payment. The CEDQR Loan is repayable as follows:

      (a)   approximately  $6,862 of the loan is due and  payable on January 31,
            2001;

      (b)   approximately  $13,724 of the loan is due and payable on January 31,
            2002;

      (c)   approximately  $20,586 of the loan is due and payable or January 31,
            2003; and

      (d)   approximately  $27,448 of the loan is due and payable on January 31,
            2004.


                                       39


      Loan From  Business  Development  Bank of  Canada  On April  23,  1998 The
Business Development Bank of Canada made a loan of approximately  $19,999 to The
Guitron  Corporation  for the  principal  purpose of  helping to finance  market
development  activities.  The loan was made repayable in 60 monthly installments
with payment due on the 23rd day of each month commencing February 23, 1999. The
loan required the payment of interest on the outstanding  principal loan balance
at the rate of 10.5% per annum.  The loan was secured by a life insurance policy
in favor of the bank on Ubaldo  Fasano in the amount of the loan.  Following the
death of Mr. Fasano in April 1999, the life insurance  proceeds were utilized by
the bank to pay off the remaining loan balance.

Government Regulation

      There are no special or unusual  governmental laws or regulations that can
be expected to materially impact on the operation of our business.

Personnel

      As of  December  4,  2000 we had six  employees  including  two  executive
officers, two administrative employees, one product technician, and our Director
of Production and Quality  Control.  Our Director of Research,  Engineering  and
Manufacturing  works for us on an independent  contractor  basis. We plan to add
additional  employees  as required  for the  expanded  operation of our business
including those required for Guitron assembly. We consider our relationship with
our employees to be satisfactory. Our work force in non-unionized.

Legal Proceedings

      No  material  legal  proceedings  are  pending  to  which we or any of our
property  is  subject,  and to our  knowledge  there  are  no  threatened  legal
proceedings.

Facilities.

      Our headquarters are currently  located in a leased facility located at 38
Place du Commerce on Nun's Island,  Montreal,  Quebec,  Canada,  consisting of a
total of approximately  3,800 square feet of space. Our current lease expires on
March 31, 2001. Prior to termination, we intend to extend the term of the lease.
The current  monthly rent due under the lease is  approximately  $3,455 plus our
proportionate share of all water taxes,  business taxes, and other similar taxes
and rates which may be levied or imposed upon the premises. We utilize the space
for general administrative, storage, and manufacturing and assembly purposes. We
believe  this space is  sufficient  to handle our present and  immediate  future
needs including additional production staff


                                       40


and equipment.  Further,  in the event the lease is terminated,  for any reason,
space  sufficient  to handle  our then  present  and  expected  future  needs is
available from several alternative sources at comparable rental rates.

                                  MANAGEMENT

Directors, Officers, Key Employees and Consultants.

      The following table provides certain information,  as of December 4, 2000,
with  respect  to our  directors,  executive  officers  and  key  employees  and
consultants.  Following the acquisition of The Guitron Corporation these persons
will  continue to serve in these  positions.  With the exception of Michael Ash,
all of our  directors,  executive  officers and key  employees  and  consultants
currently hold similar positions with The Guitron  Corporation.  As elsewhere in
this prospectus,  where context requires,  it is assumed that the acquisition of
The Guitron  Corporation has already taken place and that our history dates back
to the August 20, 1997 formation of The Guitron Corporation.

NAME                                AGE              POSITION
- ----                                ---              --------
Richard F. Duffy                    53               President, Chief
                                                     Executive Officer
                                                     and Chairman

Michael D. A. Ash                   50               Secretary, Treasurer
                                                     and Director

France B. Fasano                    56               Director

Edward Santelli                     65               Director

David L. Rosentzveig                49               Director

Paul D. Okulov                      41               Director of Research,
                                                     Engineering and
                                                     Manufacturing

Jean Pierre Paradis                 43               Director of Production
                                                     and Quality Control


                                       41


      The following is a brief account of the business experience of each of our
directors,  executive  officers,  key employees and consultants  during the past
five years or more.

      Richard F.  Duffy has been our  president,  chief  executive  officer  and
chairman  of our  board of  directors  since  August  1998.  Prior to that  date
however,  he performed  various  services for us including,  but not limited to,
coordinating  of our initial  research and development  activities,  identifying
parts suppliers,  assisting us with certain financing  activities and helping us
to develop a marketing  strategy.  Mr. Duffy has an extensive  background in the
areas of finance and  administration.  From 1968 until 1991 Mr.  Duffy worked in
the securities  industry with various  investment firms including Merrill Lynch,
Greenshields  and  Walwyn.  In 1991 he  left  the  securities  trade  to  pursue
opportunities  in direct  corporate  management.  From 1991 until 1997 Mr. Duffy
managed  international  companies in Thailand;  Toronto,  Canada;  Australia and
Germany  before  returning to his roots in Montreal,  Canada where he formed his
own financial consulting firm, Financial  Initiatives,  Inc. Mr. Duffy presently
serves as president of Financial Initiatives Inc. Mr. Duffy is past president of
the  Canadian  Investment  Dealers  Association  (Atlantic).  He has also been a
post-secondary  lecturer  in  business  and  finance  and has been a director of
various  companies  and  charitable  organizations.  Mr.  Duffy  has a degree in
Business Administration from the University of Prince Edward Island.

      Michael D. A. Ash has been our  secretary,  treasurer and a director since
December  6,  1999.  Mr.  Ash has  more  than  twenty  five  years  of  business
experience.  He has been a Chartered  Accountant  since 1972. Mr. Ash received a
Bachelor's Degree in Business Administration from Bishop's University in Quebec,
Canada in 1970  where he  graduated  Magna Cum  Laude and  received  an MBA from
Harvard  Business  School in 1975.  Most of Mr. Ash's  business  career has been
spent with the  Government of Canada,  first with the Office of the  Comptroller
General in Ottawa and for the eighteen year period ending in January 1999 with a
federal regional economic and industrial development agency in Montreal, Canada.
There he gained wide ranging exposure to many companies and industrial  sectors,
ranging from developmental companies to major multi-national  corporations.  For
ten years during this time,  Mr. Ash was also a part time lecturer in accounting
at Concordia  University in Montreal.  From February 11, 1999 to the present Mr.
Ash has served, as the secretary,  treasurer and chief financial officer for The
Tirex Corporation, a development stage public company headquartered in Montreal.
Mr.  Ash is also a  founding  partner  and  principal  shareholder  of  Ashbyrne
Investments,  Inc., a business and financial consulting firm which was formed in
July  1999 and is the  president,  founder  and  sole  shareholder  of  Ashbyrne
Consultants  Inc., a business and financial  consulting firm which was formed in
July 1999.

      France B. Fasano has been a director  of our Company  since April 1999 and
has served as the  secretary  and  treasurer  of The Guitron  Corporation  since
August 1997. Since 1997 she


                                       42


has also been an officer and  director  of  Productions  Polyart  International,
Inc., a corporation which she controls.

      Edward  Santelli has been a director of our Company  since June 1999.  Mr.
Santelli has extensive business  experience in the construction  industry.  From
1994 to the present he has co-owned  Pyramid Snow Services,  a Canadian  company
engaged in the business of snow removal. From 1982 until 1994 he was employed as
the president of Dorval Paving Co., a road contractor which he owned.  From 1957
until 1982 he was employed in various  capacities by Beaver  Asphalt Paving Co.,
Ltd., a road contractor.

      David L.  Rosentzveig  has been a director of our Company since June 1999.
He has  been a  practicing  attorney  since  June  1976  with  the  law  firm of
Mendelsohn,  Rosentzveig  &  Schacter.  He is  currently a partner in such firm,
which serves as counsel to The Guitron Corporation.

      Paul D.  Okulov  has  been  our  director  of  research,  engineering  and
manufacturing  since December 1998. Mr. Okulov is primarily  responsible for the
supervision of our research and development and manufacturing operations as well
as our  engineering  requirements.  Mr. Okulov has  extensive  experience in the
areas of  engineering  consulting  with an  emphasis  on problem  solving,  cost
reduction  and  innovations  in the  mechanical,  electro-mechanical  and  civil
engineering  fields.  He is a  member  of the  American  Society  of  Mechanical
Engineers.  Mr.  Okulov's  work has resulted in numerous  inventions 13 of which
have been  patented  and even more of which are  expected  to be patented in the
future.  Mr.  Okulov's  professional  experience  has included idea  conception,
design  development,  and  prototype  building and testing.  He has also assumed
responsibility  for  related  research,  patenting,  manufacturing  set-ups  and
management.  From 1977 until 1992 he worked in various  capacities at the Moscow
Institute  of Civil  Engineering,  Department  of  Design  of  Metal  Structures
including several teaching and consulting positions. From 1992 until 1993 he was
employed  as a  scientific  consultant  at  Browning  Thermal  Systems,  Inc. in
Enfield,  New Hampshire.  From 1993 until 1997 he was employed as a Research and
Development  Product  Manager and  thereafter  as a Director of  Engineering  at
Biosig Instruments Inc. in Quebec,  Canada.  From 1992 until 1998 he also worked
as a consultant to the  automotive  and metal works,  thermal spray and aircraft
industries in the areas of product design and patenting.  From September 1, 1998
to the present Mr. Okulov has worked for Innovative  Products Resources Ltd., an
engineering,  consulting, and research and development company which he owns and
controls.  In 1988  Mr.  Okulov  received  B.S.C.  and  M.S.  degrees  in  Civil
Engineering from the Moscow Institute of Civil Engineering.  In 1982 he received
a Master's degree in Patent Procedures and Patent Law from the High State Patent
Courses in Moscow. In 1985 he received a Ph.D in Mechanical Engineering from the
Moscow Institute of Civil Engineering.

      Jean  Pierre  Paradis  has been our  director  of  production  and quality
control since March 6, 1999. Mr.  Paradis has extensive  experience in the field
of electronics,  electronics  testing and electronics  repair. He is responsible
for the  oversight  of our daily  production  requirements,  staff,  and product
quality.  Mr.  Paradis is an  accomplished  guitarist,  bass  guitarist  and key
boarder. From January 1990 until March 1999 he worked as an electronics engineer
for Efkay Musical


                                       43


Instruments in Quebec,  Canada where he was in charge of the repair  department.
His duties  included  the repair and  modification  of musical  instruments  and
technical consultation. From March 1988 until December 1989 he was employed as a
Senior  Electronics  Engineer  and  Video  and Audio  Instructor  at  Atlantique
E'lectroniqe  in  Montreal,   Canada  where  his  duties   included   repairing,
calibrating  and  modifying  various  audio and video  devices and  training the
company's technicians. From June 1979 until June 1987 he worked in other musical
instrument repair, modification, programming and teaching capacities for various
employers in Quebec Canada.

DIRECTORS.

      Our directors  receive no cash  compensation  for their  services as board
members  and are  not  reimbursed  for  expenses  incurred  in  connection  with
attending  board meetings.  However,  during each of the fiscal years ended July
31, 2000 and July 31, 1999 we granted and issued to each of our directors, other
than Michael Ash, stock options to purchase 81,250 shares of our common stock at
any time  during  the  period  ending  five  years  from the date of grant at an
exercise  price of Cdn $.3077  (approximately  US $.21) per share.  See "Certain
Transactions".  All directors  hold office until the next annual  meeting of the
stockholders  and until their  successors  have been duly elected and qualified.
Executive  officers are elected by and serve at the  discretion  of the board of
directors.  There are no family  relationships  among  any of our  directors  or
executive  officers.  We have  adopted  a policy  requiring  that  all  material
affiliated  transactions,  including,  but not  limited  to  loans,  contractual
arrangements  and any  forgiveness  of loans,  be  approved by a majority of our
independent directors who do not have an interest in the transaction and who had
access, at our expense, to our independent legal counsel.

Limitation On Directors' Liabilities

      Our Certificate of Incorporation  limits,  to the maximum extent permitted
under  Delaware  law, the personal  liability of our  directors and officers for
monetary damages for breach of their fiduciary duties as directors and officers,
except in certain  circumstances  involving  certain  wrongful  acts,  such as a
breach of the  director's  duty of loyalty  or acts of  omission  which  involve
intentional misconduct or a knowing violation of law.

      Section 145 of the  Delaware  General  Corporation  Law, as amended,  (the
"DGCL")  permits us to indemnify  our officers,  directors or employees  against
expenses  (including  attorney's  fees),  judgments,  fines and amounts  paid in
settlement  in connection  with legal  proceedings  if the officer,  director or
employee acted in good faith and in a manner he or she reasonably believed to be
in or not  opposed to our best  interests.  The DGCL also  permits us to provide
indemnification  with  respect  to any  criminal  act or  proceeding,  where our
officers,  directors  or  employees  had no  reasonable  cause to believe  their
conduct was unlawful.

      We will not  indemnify  our  directors  and officers (a) for any breach of
loyalty to us or our stockholders;  (b) if a director or officer does not act in
good  faith;  (c) for acts  involving  intentional  misconduct;  (d) for acts or
omissions falling under Section 174 of the DGCL; or (e)


                                       44


for any  transaction  for which the  director  or officer  derives  an  improper
benefit.  We will  indemnify our directors and officers for expenses  related to
indemnifiable events, and will pay for these expenses in advance. Our obligation
to indemnify and to provide advances for expenses are subject to the approval of
a review  process with a reviewer to be determined  by the Board.  The rights of
our  directors  and  officers  will not  exclude  any rights to  indemnification
otherwise available under law or under our Certificate of Incorporation.

                             EXECUTIVE COMPENSATION.

      The following table assumes the acquisition of The Guitron Corporation has
been effected and sets forth information  concerning the total compensation paid
or accrued by us during the three  fiscal years ended July 31, 2000 to our chief
executive officer.  No executive officer received annual  compensation in excess
of $100,000 in any of these fiscal years.

                           Summary Compensation Table



                                  Annual Compensation                                          Long-Term Compensation
                                  -------------------                                          ----------------------
Name and                  Fiscal Year Ended                   Other Annual     Options/  Restricted     LTIP        All Other
Principal Position        July 31,           Salary   Bonus   Compensation     SAR's     Stock Awards  Payouts     Compensation
- ------------------        --------           ------   -----   ------------     -----     ------------  -------     ------------
                                                                                               
Richard Duffy             2000              $65,323     0      $52,928(1)     81,250          0          0             0
Chief Executive Officer


                          1999                    0     0      $32,036(2)     81,250          0          0             0


                          1998                    0     0      $28,800(3)         0           0(4)       0             0


(1)   Represents  approximately $1,415 in health benefits provided to Mr. Duffy,
      approximately   $30,195  in  consulting   fes  paid  to  Mr.  Duffy,   and
      approximately  $21,318 in  consulting  fees paid to Financial  Initiatives
      Inc., a financial  consulting firm owned by Mr. Duffy's wife, and in which
      Mr. Duffy is an executive officer. See "Certain Transactions"

(2)   Represents  approximately  $28,800 in  consulting  fees paid to  Financial
      Initiatives  Inc., a financial  consulting firm owned by Mr. Duffy's wife,
      and in which Mr. Duffy is an executive officer. See "Certain Transactions"

(3)   Excludes 1,284,290 shares issued on March 15, 1998 to Joan Callaghan,  the
      wife of Richard Duffy.


                                       45


Stock Option Plans;  Stock  Option/Stock  Appreciation  Right Grants;  Aggregate
Stock  Option/Stock  Appreciation  Right  Exercises  and  Fiscal  Year End Stock
Option/Stock   Appreciation   Right   Values;   Report  on  Repricing  of  Stock
Options/Stock Appreciation Rights.

      From our  inception  on August 20, 1997  through  July 31, 2000 we did not
adopt any stock option  plans.  During the same period we did not grant or issue
any stock appreciation  rights. We did however during the fiscal year ended July
31, 2000, grant and issue an aggregate of 160,000 stock options each of which is
exercisable  for the purchase of 3.25 shares of our common  stock.  All of these
options entitle the holders thereof to purchase shares of our common stock at an
exercise price of Cdn $.3077  (approximately US $.21) per share. 25,000 of these
options  exercisable  for the purchase of 81,250 shares of our common stock were
issued to the named  executive.  During the fiscal year ended July 31, 1999,  we
granted  and issued an  aggregate  of 294,800  stock  options,  each of which is
exercisable for the purchase of 3.25 shares of our common stock. 19,800 of these
options  entitle the holder thereof to purchase an aggregate of 64,350 shares of
our common stock at an exercise price of Cdn $.2308  (approximately US $.16) per
share.  275,000 of these  options  entitle  the  holders  thereof to purchase an
aggregate  of 893,750  shares of our common  stock at an  exercise  price of Cdn
$.3077  (approximately  US $.21)  per  share.  25,000  of these  latter  options
exercisable for the purchase of 81,250 shares of our common stock were issued to
the named  executive.  During such period  there were no exercises of any of our
stock options and no  adjustments  or  amendments to the exercise  price of such
options.

Long Term Incentive Plan Awards

      We have not made any long-term incentive plan awards since our inception.

Pension Plans

      We do not  presently  provide  pension  plans for any of our  officers  or
directors.

Employment Agreements

      During the two fiscal years ended July 31, 1999 we did not have employment
agreements with any of our executive  officers and paid no cash salary to any of
our  executive  officers.  On  December  6, 1999 we  entered  into an  Executive
Agreement with Richard Duffy, under which Mr. Duffy is employed as our president
and chief  executive  officer.  The  agreement  is for a three year term  ending
December 5, 2002 and provides for salary compensation at the annual rate of


                                       46


$100,000.  The  Executive  Agreement  provides for the payment of bonuses at the
sole  discretion  of our board of  directors  based  upon an  evaluation  of Mr.
Duffy's  performance,  with payment of any such bonuses to be reviewed annually.
The Executive  Agreement also provides for the participation by Mr. Duffy in any
pension plan,  profit-sharing plan, life insurance,  hospitalization or surgical
program,  or insurance program hereafter adopted by us (there are no programs in
effect at the present time),  reimbursement  of business related  expenses,  the
non-disclosure   of  information  which  we  deem  to  be  confidential  to  us,
non-competition  by  Mr.  Duffy  with  us  for  the  one-year  period  following
termination of his  employment  with us (except for  termination  other than for
cause or a termination upon a change in control) and for various other terms and
conditions of employment.

      The Executive Agreement also includes severance  provisions which provide,
among other things,  for severance  compensation  to be paid to Mr. Duffy in the
event that Mr. Duffy's  employment is terminated by us other than for cause,  or
by Mr.  Duffy  for  "good  reason",  as that term is  defined  in the  Executive
Agreement,  or  pursuant  to  a  "change  in  control"  of  the  Company.  Where
applicable,  the Executive  Agreement provides for severance  compensation in an
amount equal to 200% of the amount of the executive's  annual base salary at the
time of termination.

      The Executive  Agreement  further provides that, as  compensation,  and in
lieu of payment in cash of salary,  due thereunder,  we may, if agreed to by Mr.
Duffy,  issue  unregistered  shares of our common stock,  valued at a discounted
percentage  of the average of the bid and ask prices of our stock,  as traded in
the over-the-counter market and quoted in the OTC Bulletin Board, during part or
all of the period in which the salary was earned under the Executive Agreement.

                              CERTAIN TRANSACTIONS

      On December 6, 1999 we entered into a three year employment agreement with
Richard F. Duffy,  our  president  and chief  executive  officer.  The agreement
provides   for   an   initial    annual   base   salary   of    $100,000.    See
"Management-Executive Compensation - Employment Agreements".

      On each of June 25, 1999 and  November  30,  1999 The Guitron  Corporation
granted 25,000 stock options to each of its directors,  Richard F. Duffy, France
B. Fasano,  Edward  Santelli and David L.  Rosentzveig in connection  with their
services as directors of The Guitron  Corporation  during the fiscal years ended
July 31, 1999 and July 31,  2000.  Each option is  exercisable  to purchase  one
share of common  stock of The  Guitron  Corporation  at any time during the five
year period  commencing  on the date of grant at an exercise  price of Cdn $1.00
per share.  None of these options have been  exercised to date.  Pursuant to our
acquisition of The Guitron  Corporation,  each option will become exercisable to
purchase 3.25 shares of Guitron  International  Inc. at an exercise price of Cdn
$.3077 (approximately US $.21) per share.

      During  the  period  November  10,  1997  through  the  present,  we  have
periodically  received loans from  Productions  Polyart  International,  Inc., a
corporation,   controlled  by  France  B.  Fasano,   a  director  and  principal
shareholder  of our Company.  As at July 31, 2000 and December 6, 2000 there was
an outstanding principal loan balance due to Productions Polyart  International,
Inc. of


                                       47


approximately $80,699 and $79,355, respectively.  Interest at the rate of 6% per
annum is payable on all  outstanding  loan balances.  All principal and interest
due on the loan is payable in full no later than July 31, 2001.

      On December 6, 1999 we entered into a two year  Consulting  Agreement with
Ashbyrne  Consultants Inc., a Canadian corporation owned by Michael D.A. Ash, an
officer  and  director of our  Company.  The  agreement  provides  for  Ashbyrne
Consultants Inc. to provide us with various services,  including but not limited
to, corporate planning; evaluation of business strategies;  financial advice and
planning; and corporate management assistance.  Pursuant to such agreement,  Mr.
Ash is  currently  employed  as our  secretary,  treasurer  and chief  financial
officer on a non-salaried  basis. In consideration of the Consulting  Agreement,
on January 3, 2000 we issued  500,000 shares of our common stock to Michael D.A.
Ash and  1,500,000  shares of our  common  stock to  Ashbyrne  2000  Limited,  a
corporation controlled by Mr. Ash.

      On  September  1, 1997 and  March  15,  1998,  respectively,  The  Guitron
Corporation sold 1,000,000 and 395,166  founders'  shares,  to Ubaldo Fasano and
Joan  Callaghan,  the wife of Richard Duffy, at a price of $.00001 and $.001 per
share, respectively.

      As of January 15, 1999, The Guitron  Corporation  issued 25,000 options to
Judit Fellegi, the wife of David Rosentzveig,  one of our directors. Each option
is exercisable to purchase one share of stock of The Guitron  Corporation at any
time during the five year period ending January 14, 2004 at an exercise price of
Cdn $1.00  (approximately  US $.6725) per share.  Pursuant to our acquisition of
The Guitron  Corporation,  each option will become  exercisable to purchase 3.25
shares  of  Guitron  International  Inc.  at an  exercise  price of Cdn.  $.3077
(approximately US $.21) per share.

      On May 17,  1999 The  Guitron  Corporation  sold  6,000  shares,  to Judit
Fellegi, the wife of David L. Rosentzveig, one of our directors, at the price of
Cdn $.90 (approximately US $.61) per share.

      On December 7, 1999 The Guitron  Corporation  sold 27,300 shares to Loryta
Investments Ltd., a corporation beneficially owned by the family of Michael D.A.
Ash, at a price of Cdn $1.00 (approximately US $.6725) per share.

      On December 7, 1999 and January 3, 2000 The Guitron Corporation sold 7,000
and 8,850 shares,  respectively to Ashbyrne  Investments  Inc., a corporation in
which  Michael D.A. Ash is the  principal  shareholder,  at a price of Cdn $1.00
(approximately US $.6725) per share.

      On October 15, 1998 and  December  7, 1999 The  Guitron  Corporation  sold
10,000 and 5,000 shares,  respectively,  to Tersan  Consultants Inc., a Canadian
corporation  owned by Edward Santelli,  one of our directors,  at a price of Cdn
$1.00 (approximately US $.6725) per share.


                                       48


      As of January 6, 1999 The Guitron  Corporation  issued 100,000  options to
Paul D. Okulov,  each to purchase one share of stock of The Guitron  Corporation
at any time  during the five year period  ending  January 5, 2004 at an exercise
price of Cdn $1.00  (approximately  US$.6725)  per  share.  On May 19,  1999 The
Guitron  Corporation  issued 25,000 options to Paul D. Okulov,  each to purchase
one share of stock of The Guitron  Corporation  at any time during the five year
period ending May 18, 2004 at an exercise price of Cdn $1.00  (approximately  US
$.6725) per share. Pursuant to our acquisition of The Guitron Corporation,  each
option will become exercisable to purchase 3.25 shares of Guitron  International
Inc. at an exercise price of Cdn. $.3077 (approximately US $.21) per share.

      During the fiscal years ended July 31, 1998,  July 31, 1999,  and July 31,
2000 The Guitron  Corporation  paid financial and management  consulting fees in
the  amounts  of  Cdn.  $41,800   (approximately   US  $28,800),   Cdn.  $45,656
(approximately   US  $31,457),   and  Cdn  $31,700   (approximately   US$21,318)
respectively,  to Financial  Initiatives  Inc., a financial  consulting  firm in
which  Richard  Duffy,  our  president,  is  an  executive  officer.   Financial
Initiatives,  Inc. is owned by Mr.  Duffy's  wife,  Joan  Callaghan.  During the
fiscal  year ended July 31, 2000 The Guitron  Corporation  also paid  consulting
fees  directly  to Mr.  Duffy in the  amount of Cdn  $44,900  (approximately  US
$30,195).

      From December 1998 through January 31, 2000, Paul D. Okulov,  our Director
of Research,  Engineering  and  Manufacturing  worked for us, on an  independent
contractor  basis,  under an oral  agreement  that  provided  for payment to Mr.
Okulov or his designee at the rate of Cdn $100  (approximately US $67) per hour.
In accordance  with the agreement,  in lieu of cash payments,  on April 15, 1999
and January 3, 2000 The Guitron  Corporation issued 80,000 and 100,000 shares of
its common stock,  respectively,  to Mr. Okulov or Innovative Products Resources
Inc., a corporation by owned Mr. Okulov. For purposes of amounts invoiced by Mr.
Okulov under the agreement, these shares were valued at Cdn $1.00 per share. The
foregoing   agreement  between  Mr.  Okulov  and  The  Guitron  Corporation  was
terminated by mutual consent effective January 31, 2000.

      On  January  31,  2000 The  Guitron  Corporation  entered  into a two year
contract,  effective as of February 1, 2000, with Innovative  Products Resources
Ltd., a  corporation  owned by Paul Okulov.  In  accordance  with the  contract,
Innovative Products Resources Ltd. will manage, direct, supervise and coordinate
both our continuing research and development  activities  respecting the Guitron
and our manufacturing  operations.  Innovative Products Resources Ltd. will also
provide  assistance with regard to (a) the preparation of any and all patent and
trademark  applications that we may seek to file; (b) the preparation of budgets
and work  schedules;  and (c) the  supervision of certain of our  personnel.  In
consideration of the foregoing,  the agreement  provides for monthly payments to
Innovative  Products  Resources Ltd. of Cdn. $10,000  (approximately  US $6,725)
together  with related  Canadian  provincial  sales taxes and goods and services
taxes.  The  agreement  also  provides for the payment of bonuses to  Innovative
Products Resources Ltd. at the discretion of management,  which bonuses, if any,
may be paid in cash or stock.


                                       49


      Since our  inception  Richard  Duffy,  France B. Fasano and Ashbyrne  2000
Limited have periodically  made loans to us for use as working capital.  At July
31, 2000 and December 6, 2000,  respectively,  the approximate principal balance
owed by us on these loans was $82,044 and  $147,022 to Richard  Duffy,  $135,289
and  $135,289 to France B. Fasano,  and  $117,278 and $117,278 to Ashbyrne  2000
Limited.

                             PRINCIPAL STOCKHOLDERS

      The  following  table  provides  certain  information  with respect to the
beneficial  ownership  of our common  stock  known by us as of December 4, 2000,
after giving effect to the acquisition of The Guitron  Corporation,  by (a) each
person or entity known by us to be the  beneficial  owner of more than 5% of our
common stock, (b) each of our directors, (c) each of our executive officers; and
(d)  all  of  our  named  directors  and  executive  officers  as a  group.  The
percentages  in the table  have been  calculated  on the  basis of  treating  as
outstanding for a particular  person, all shares of our common stock outstanding
on December 4, 2000 and all shares of our common stock issuable to the holder in
the event of exercise of outstanding options owned by that person at December 4,
2000  which  are  exercisable  within 60 days of  December  4,  2000.  Except as
otherwise  indicated,  the persons  listed below have sole voting and investment
power with  respect to all shares of our common  stock owned by them,  except to
the extent  such power may be shared  with a spouse.  Amounts  shown  assume the
maximum number of shares being offered are all sold.



                                                Shares of
                                              Common Stock
                                           Beneficially Owned           Percentage Ownership
                                           ------------------           --------------------

Name and Address of                        Before      After             Before         After
  Beneficial Owner                        Offering    Offering        Offering (8)   Offering (9)
- ------------------                        --------    --------        ------------   ------------
                                                                          
Paul D. Okulov(1)(2)                       991,250     892,125           8.78%          7.26%
365 10th Avenue
Lachine, Quebec, Canada
H8S 3E4

Joan Callaghan(14)                       1,284,290   1,155,861          11.38%          9.41%
1660 Stravinski Street
Brossard, Quebec, Canada
J4X 2J4

Ashbyrne 2000 Limited(21)                1,500,000   1,350,000          13.29%         10.99%
1 Place du Commerce, Suite 235
Montreal, Quebec
H3G 1A2

Richard F. Duffy(1)(3)                   1,446,790   1,318,361          12.82%         10.73%
1660 Stravinski Street
Brossard, Quebec, Canada
J4X 2J4

Michael D.A. Ash(1)(4)                   2,140,238   1,926,215          18.96%         15.68%
310 Montee Sabourin
St. Bruno, Quebec, Canada
J3V 4P6

France B. Fasano(1)(5)                   3,412,500   3,087,500          30.23%         25.13%
450 de la Noue
Nuns' Island, Verdun, Quebec, Canada
H3E 1S1



                                       50



                                                                           
Edward Santelli(1)(6)                      211,250     206,375          1.87%          1.68%
850 Lakeshore Road
Dorval, Quebec, Canada
H9S 5T9

David L. Rosentzveig(1)(7)                 263,250     253,175          2.33%          2.06%
523 Argyle
Westmount, Quebec, Canada
H3Y 3B8

All directors and executive
officers as a group (5 persons)          7,474,028   6,791,626         66.22%         55.28%


See Footnotes following Selling Stockholders' Table

                              SELLING STOCKHOLDERS

      The  following  table  provides  certain  information  with respect to the
beneficial  ownership of our common stock known by us as of December 4, 2000, by
each Selling Shareholder,  after giving effect to our acquisition of The Guitron
Corporation.  The  percentages in the table have been calculated on the basis of
treating as outstanding for a particular  person, all shares of our common stock
outstanding  on December 4, 2000 and all shares of our common stock  issuable to
the holder in the event of exercise of outstanding  options owned by that person
at  December 4, 2000 which are  exercisable  within 60 days of December 4, 2000.
Except as  otherwise  indicated,  the persons  listed below have sole voting and
investment  power with  respect to all shares of our common stock owned by them,
except to the  extent  such  power may be shared  with a spouse.  Amounts  shown
assume the maximum number of shares being offered are all sold. The shares being
offered  by the  Selling  Stockholders  are being  registered  to permit  public
secondary trading, and the stockholders may, commencing after the completion and
closing of the offering being made by us, offer all or part of their  registered
shares for resale from time to time. However, the Selling Stockholders are under
no  obligation  to sell all or any  portion  of their  shares.  The table  below
assumes that all shares offered by the Selling Stockholders will be sold.

See "Plan of Distribution".


                                       51




                                         Shares of
                                        Common Stock         Number of Shares
                                      Beneficially Owned       Being Sold            Percentage Ownership
                                      ------------------     ----------------        --------------------

Name of                               Before      After                           Before            After
Beneficial Owner                     Offering    Offering                        Offering(8)      Offering(9)
- ----------------                     --------    --------                        -----------      -----------
                                                                                   
Alain Breault                         19,500           0          19,500           (23)                0
Andreas Gaitanis                      48,750           0          48,750           (23)                0
Ashbyrne Investments Inc.(10)         51,513      46,362           5,151           (23)              (23)
Bartholomew Investments Ltd.(11)     128,700           0         128,700          1.14%                0
Carl Ravinsky(12)                    247,000           0         247,000          2.19%                0
C.C.J. Investments Ltd.               19,500           0          19,500           (23)                0
Chris Sarena                          16,250           0          16,250           (23)                0
Diane Desjardins-Ferland               1,625           0           1,625           (23)                0
Earl S. Cohen                         19,500           0          19,500           (23)                0
Edward C. Mungenast                   16,900           0          16,900           (23)                0
Elias Kawkab                          32,500           0          32,500           (23)                0
France B. Fasano (5)               3,412,500   3,087,500         325,000         30.23%            25.13%
Fotini Gassios                        32,500           0          32,500           (23)                0
Frank Zylberberg                      19,500           0          19,500           (23)                0
Gabriel Ricciardelli                  16,900           0          16,900           (23)                0
George Anthony Nelson                  3,250           0           3,250           (23)                0
George Condax                         32,500           0          32,500           (23)                0
George Gaitanis                       16,250           0          16,250           (23)                0
Helen Nicolopoulos                   438,750           0         438,750             4%                0
Ibrahim Geha                          16,250           0          16,250           (23)                0
Jean Pierre Ferland                   32,500           0          32,500           (23)                0
Jean Pierre Paradis(13)              110,500           0         110,500          1.01%                0
Jean Pilote                            3,250           0           3,250           (23)                0
Jeremiah O. Spitzberg                 16,900           0          16,900           (23)                0
Joan Callaghan(14)                 1,284,290   1,155,861         128,429         11.38%             9.41%
Joelle Mamane                         19,500           0          19,500           (23)                0
John Amaral                           32,500           0          32,500           (23)                0
Judit Fellegi(15)                    100,750      90,675          10,075           (23)              (23)
Jules Brossard                        19,500           0          19,500           (23)                0
Kosta Alichos                         19,500           0          19,500           (23)                0
Tersan Consultants(16)                48,750      43,875           4,875           (23)              (23)
Loryta Investments Ltd.(17)           88,725      79,853           8,872           (23)              (23)
3517942 Canada Inc.                   32,500           0          32,500           (23)                0
Marc Ian Leiter                       19,500           0          19,500           (23)                0
Martin Desrosiers                     19,500           0          19,500           (23)                0
Martine Lauziere(18)                  39,000           0          39,000           (23)                0
Marvin Chankowsky                     32,500           0          32,500           (23)                0
Michael Garonce                       19,500           0          19,500           (23)                0
Michael Rosentzveig                   19,500           0          19,500           (23)                0
Patricia Havtiov                      32,500           0          32,500           (23)                0
Patrick Riga                          16,250           0          16,250           (23)                0
Paul D. Okulov(2)                    991,250     892,125          99,125          8.78%             7.26%
Raymond Boucher                        3,250           0           3,250           (23)                0
Barbara Green Mariano                 16,250           0          16,250           (23)                0
Richard Ferland                       12,058           0          12,058           (23)                0
Sandra Abitan                         19,500           0          19,500           (23)                0
Shirley Rosentzveig                   39,000           0          39,000           (23)                0
Stan Kolethras                        16,250           0          16,250           (23)                0
Vijay Kachru                          22,750           0          22,750           (23)                0
Zax Management Ltd.                   19,500           0          19,500           (23)                0
3535843 Canada Inc.(19)              462,475     299,975         162,500           4.1%             2.44%
Michael D.A. Ash(20)                 500,000     450,000          50,000          4.43%             3.66%
Ashbyrne 2000 Limited(21)          1,500,000   1,350,000         150,000         13.29%            10.99%
Frances Katz Levine(22)              299,650           0         299,650          2.65%                0
Scott Rapfogel(22)                   299,650           0         299,650          2.65%                0



(1)   The business address of the beneficial owner is c/o Guitron  International
      Inc., 38 Place Du Commerce,  Suite 230,  Nuns' Island,  Montreal,  Quebec,
      Canada H3E1T8


                                       52


(2)   Includes (a) 552,500  shares owned by IPR Innovative  Products  Resources,
      Inc., a company owned by Mr. Okulov;  and (b) 406,250  shares  issuable to
      Mr. Okulov upon the exercise of stock options at an exercise price of Cdn.
      $.3077 (approximately US $.21) per share.

(3)   Includes (a) 1,284,290  shares owned by Mr. Duffy's wife,  Joan Callaghan;
      and (b) 162,500  shares  issuable upon the exercise of stock options at an
      exercise  price of Cdn.  $.3077  (approximately  US $.21) per  share.  See
      "Certain Transactions"

(4)   Includes  (a)  1,500,000   shares  owned  by  Ashbyrne  2000  Limited,   a
      corporation in which Mr. Ash is a principal shareholder; (b) 51,513 shares
      owned by Ashbyrne  Investments  Inc., a corporation  in which Mr. Ash is a
      principal  shareholder;  and (c) 88,725 shares owned by Loryta Investments
      Inc., a corporation which is beneficially  owned by the family of Mr. Ash.
      See "Certain Transactions"

(5)   Includes  162,500 shares issuable upon the exercise of stock options at an
      exercise  price of Cdn.  $.3077  (approximately  US $.21) per  share.  See
      "Certain Transactions"

(6)   Includes (a) 48,750  shares owned by Tersan  Consultants  Inc., a Canadian
      corporation  owned by Mr. Santelli;  and (b) an additional  162,500 shares
      issuable upon the exercise of stock  options at an exercise  price of Cdn.
      $.3077 (approximately US $.21) per share. See "Certain Transactions"

(7)   Includes  19,500 shares and an additional  81,250 shares issuable upon the
      exercise   of  stock   options  at  an   exercise   price  of  Cdn  $.3077
      (approximately US $.21 per share) owned by Mr.  Rosentzveig's  wife, Judit
      Fellegi.  Excludes  (a) 462,475  shares  owned by 3535843  Canada  Inc., a
      Canadian  corporation,  in which Mr. Rosentzveig is a minority shareholder
      with  ownership  of  less  than  10%  of  such  corporation's  issued  and
      outstanding shares; and (b) an additional 162,500 shares issuable upon the
      exercise  of  stock   options  at  an  exercise   price  of  Cdn.   $.3077
      (approximately US $.21) per share. See "Certain Transactions"

(8)   Based upon 11,286,635  shares issued and outstanding  including  1,478,100
      shares  issuable upon the exercise of  outstanding  stock options that are
      exercisable within the next 60 days.

(9)   Based upon 12,286,635  shares issued and outstanding  including  1,478,100
      shares  issuable upon the exercise of  outstanding  stock options that are
      exercisable within the next 60 days.

(10)  Excludes  (i)  1,500,000   shares  owned  by  Ashbyrne  2000  Limited,   a
      corporation in which Michael D.A. Ash, a principal shareholder of Ashbyrne
      Investments  Inc is a principal  shareholder;  (ii)  500,000  shares owned
      directly by Michael  D.A.  Ash;  and (iii)  88,725  shares owned by Loryta
      Investments Inc., a corporation which is beneficially  owned by the family
      of Mr. Ash. See "Certain Transactions".

(11)  Includes  64,350 shares  issuable upon the exercise of stock options at an
      exercise price of Cdn $.2308 (approximately US $.16) per share.

(12)  Includes  195,000  shares  issuable to Mr.  Ravinsky  upon the exercise of
      stock options at an exercise price of Cdn $.3077  (approximately  US $.21)
      per share.

(13)  Includes  48,750 shares issuable to Mr. Paradis upon the exercise of stock
      options at an  exercise  price of Cdn $.3077  (approximately  US $.21) per
      share.

(14)  Ms.  Callaghan is the wife of Richard F. Duffy,  our  president  and chief
      executive  officer.  Excludes 162,500 shares issuable upon the exercise of
      stock options owned by Richard F. Duffy, each of which is exercisable at a
      price of Cdn.  $.3077  (approximately  US $.21) per  share.  See  "Certain
      Transactions"

(15)  Ms.  Fellegi is the wife of David L.  Rosentzveig,  one of our  directors.
      Includes  81,250 shares  issuable upon the exercise of stock options at an
      exercise price of Cdn $.3077  (approximately US $.21) per share.  Excludes
      (i)


                                       53


      162,500 shares  issuable upon the exercise of stock options owned by David
      L.  Rosentzveig,  each of which is exercisable  at a price of Cdn.  $.3077
      (approximately  US $.21)  per  share;  and (ii)  462,475  shares  owned by
      3535843 Canada Inc., a Canadian  corporation in which Mr. Rosentzveig is a
      minority   shareholder,   with   ownership   of  less  than  10%  of  such
      corporation's issued and outstanding shares. See "Certain Transactions"

(16)  Tersan Consultants Inc. is a corporation owned by Mr. Santelli, one of our
      directors.  Excludes  162,500  shares  issuable upon the exercise of stock
      options owned by Edward Santelli,  each of which is exercisable at a price
      of  Cdn.  $.3077   (approximately   US  $.21)  per  share.   See  "Certain
      Transactions"

(17)  Loryta Investments Ltd. is a corporation, beneficially owned by the family
      of Michael D.A.  Ash.  Excludes (a) 500,000  shares owned  directly by Mr.
      Ash; (b) 1,500,000  shares owned by Ashbyrne  2000 Ltd., a corporation  in
      which Mr. Ash is a  principal  shareholder;  and (c) 51,513  shares  owned
      directly by Ashbyrne Investments Inc., a corporation in which Mr. Ash is a
      principal shareholder. See "Certain Transactions"

(18)  Includes 32,500 shares  issuable to Martine  Lauziere upon the exercise of
      stock options at an exercise price of Cdn $.3077  (approximately  US $.21)
      per share.

(19)  3535843 Canada Inc. is a Canadian corporation,  one of the shareholders of
      which is David L. Rosentzveig,  one of our directors. Mr. Rosentzveig owns
      less than 10% of the outstanding stock of such corporation.

(20)  Excludes (a)  1,500,000  shares owned by Ashbyrne 2000 Ltd., a corporation
      in which Mr. Ash is a principal  shareholder;  (b) 51,513  shares owned by
      Ashbyrne  Investments  Inc., a corporation in which Mr. Ash is a principal
      shareholder;  and (c) 88,725  shares owned by Loryta  Investments  Inc., a
      corporation  beneficially owned by the family of Michael Ash. See "Certain
      Transactions".

(21)  Excludes  (a)  51,513  shares  owned  by  Ashbyrne   Investments  Inc.,  a
      corporation  in which Michael Ash, the principal  shareholder  of Ashbyrne
      2000 Limited is a principal shareholder; (b) 500,000 shares owned directly
      by Michael Ash, and (c) 88,725 shares owned by Loryta  Investments Inc., a
      corporation beneficially owned by the family of Mr. Ash.

(22)  These shares were issued in consideration of legal services including, but
      not  limited  to,  general  corporate  work  and the  preparation  of this
      prospectus and related documents.

(23)  Less than 1%

                            DESCRIPTION OF SECURITIES

General

      Under our Articles of Incorporation, we are authorized to issue 20,000,000
shares of Common Stock,  $.001 par value per share.  At December 4, 2000, we had
issued  and  outstanding   2,599,300  shares  of  Common  Stock.   Assuming  the
acquisition  of The Guitron  Corporation  had taken place on July 31, 2000,  and
further  assuming  that  all  presently   outstanding  options  of  The  Guitron
Corporation  were  exercised by the holders  thereof  immediately  prior to such
acquisition,  there would be  11,286,635  shares of our common  stock issued and
outstanding as at such date.


                                       54


Common Stock

      The holders of shares of Common Stock are  entitled to dividends  when and
as declared by our Board of Directors  from funds  legally  available  therefore
and, upon  liquidation,  are entitled to share pro rata in any  distribution  to
common  shareholders.  Holders of Common Stock have one non-cumulative  vote for
each share held. There are no pre-emptive,  conversion or redemption privileges,
nor  sinking  fund  provisions,  with  respect to our Common  Stock.  All of our
outstanding  shares  of  Common  Stock  are  validly  issued,   fully  paid  and
non-assessable.

Outstanding Stock Options

      Giving present effect to the acquisition of The Guitron Corporation, there
are currently outstanding 454,800 stock options, each to purchase 3.25 shares of
our common stock. Accordingly,  the exercise of all of these outstanding options
would result in the  issuance of an aggregate of 1,478,100  shares of our common
stock.  19,800  of  these  options  were  granted  on  March  31,  1999  and are
exercisable  at any time through and  including  January 31, 2001 at an exercise
price of Cdn. $.2308 (approximately US $.16) per share. 435,000 of these options
are exercisable at an exercise price of Cdn $.3077  (approximately  US $.21) per
share.  25,000 of the latter options were granted as of January 15, 1999 and may
be  exercised  at any time during the 5 year  period  ending  January 14,  2004.
50,000 of the latter  options  were granted on May 19, 1999 and may be exercised
at any time  during the five year  period  ending May 18,  2004.  100,000 of the
latter  options  were  granted on June 25, 1999 and may be exercised at any time
during the five year period ending June 24, 2004.  60,000 of the latter  options
were granted on October 25, 1999 and may be exercised at any time during the two
and one half year period  ending April 24, 2002.  100,000 of the latter  options
were  granted on November  30, 1999 and may be  exercised at any time during the
five year period ending  November 29, 2004.  100,000 of the latter  options were
granted as of January 6, 1999 and may be exercised at any time during the 5 year
period ending January 5, 2004.

Penny Stock Rules

      At the present time, there is no public market for our stock.  However, it
is  expected  that upon the  successful  completion  and  closing of this public
offering,  our common  stock will be traded in the  over-the-counter  market and
that trading activity will be reported on the OTC Electronic Bulletin Board.

      The  United  States   Securities  and  Exchange   Commission   "Securities
Enforcement  and Penny Stock  Reform Act of 1990"  requires  special  disclosure
relating  to the  trading of any stock  defined as a "penny  stock".  Commission
regulations  generally  define a penny stock to be an equity security that has a
market  price of less than $5.00 per share and is not listed on The Nasdaq Small
Cap Stock  Market or a major  stock  exchange.  These  regulations  subject  all
broker-dealer  transactions  involving  such  securities to special "Penny Stock
Rules". Following the


                                       55


completion of this offering the commencement of trading of our common stock, and
the  foreseeable  future  thereafter,  the market  price of our common  stock is
expected to be substantially less than $5 per share. Accordingly,  should anyone
wish to sell any of our  shares  through  a  broker-dealer,  such  sale  will be
subject  to the Penny  Stock  Rules.  These  Rules will  affect  the  ability of
broker-dealers to sell our shares (and will therefore also affect the ability of
purchasers in this offering to re-sell their shares in the secondary  market, if
such a market should ever develop.)

      The Penny  Stock Rules  impose  special  sales  practice  requirements  on
broker-dealers  who sell shares defined as a "penny stock" to persons other than
their established  customers or "Accredited  Investors." Among other things, the
Penny  Stock  Rules  require  that a  broker-dealer  make a special  suitability
determination  respecting  the  purchaser  and receive the  purchaser's  written
agreement to the  transaction  prior to the sale.  In addition,  the Penny Stock
Rules  require  that  a  broker-dealer  deliver,  prior  to any  transaction,  a
disclosure  schedule  prepared  in  accordance  with  the  requirements  of  the
Commission  relating to the penny stock market.  Disclosure  also has to be made
about  commissions   payable  to  both  the  broker-dealer  and  the  registered
representative and the current quotations for the securities.  Finally,  monthly
statements have to be sent to any holder of such penny stocks  disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks. Consequently, the rule may affect the ability of
broker-dealers  to sell our shares and may affect the ability of holders to sell
our shares in the secondary market. Accordingly,  for so long as the Penny Stock
Rules are  applicable  to our common  stock,  it may be  difficult to trade such
stock  because  compliance  with the Penny  Stock  Rules  can delay or  preclude
certain trading transactions. This could have an adverse effect on the liquidity
and price of our common stock.

Delaware Anti-Takeover Law

      We are not  presently  subject  to  Section  203 of the  DGCL and will not
become  subject to Section 203 in the future  unless,  among other  things,  our
common stock is (i) listed on a national  securities  exchange;  (ii) authorized
for quotation on the NASDAQ Stock  Market;  or (iii) held of record by more than
2,000 stockholders. If Section 203 should become applicable to us in the future,
it could prohibit or delay a merger,  takeover or other change in control of our
Company and  therefore  could  discourage  attempts  to acquire us.  Section 203
restricts certain  transactions  between a corporation  organized under Delaware
law and any person holding 15% or more of the corporation's  outstanding  voting
stock, together with the affiliates or associates of such person (an "Interested
Stockholder").  Section 203 prevents,  for a period of three years following the
date that a person became an  Interested  Stockholder,  the  following  types of
transactions  between the  corporation  and the Interested  Stockholder  (unless
certain  conditions,  described below, are met): (a) mergers or  consolidations,
(b) sales, leases,  exchanges or other transfers of 10% or more of the aggregate
assets of the corporation,  (c) issuances or transfers by the corporation of any
stock  of the  corporation  which  would  have  the  effect  of  increasing  the
Interested Stockholder's proportionate share of the stock of any class or series
of the corporation, (d) any other transaction which has the effect of increasing
the proportionate' share of the stock of any


                                       56


class or series of the corporation which is owned by the Interested  Stockholder
and  (e)  receipt  of  the  Interested   Stockholder  of  the  benefit   (except
proportionately  as a stockholder) of loans,  advances,  guarantees,  pledges or
other financial benefits provided by the corporation.

      The  three-year  ban does not apply if either the proposed  transaction or
the  transaction  by which  the  Interested  Stockholder  became  an  Interested
Stockholder  is approved by the board of directors of the  corporation  prior to
the time such stockholder becomes an Interested  Stockholder.  Additionally,  an
Interested  Stockholder  may  avoid  the  statutory  restriction  if,  upon  the
consummation of the transaction  whereby such stockholder  becomes an Interested
Stockholder,  the stockholder owns at least 85% of the outstanding  voting stock
of the  corporation  without  regard to those shares owned by the  corporation's
officers and directors or certain employees stock plans.  Business  combinations
are also  permitted  within the  three-year  period if  approved by the board of
directors and authorized at an annual or special  meeting of stockholders by the
holders of at least two-thirds of the outstanding  voting stock not owned by the
Interested  Stockholder.  In  addition,  any  transaction  is  exempt  from  the
statutory ban if it is proposed at a time when the corporation has proposed, and
a majority of certain continuing  directors of the corporation have approved,  a
transaction  with a party who is not an Interested  Stockholder  (or who becomes
such  with  approval  of the board of  directors)  if the  proposed  transaction
involves (a) certain mergers or consolidations involving the corporation,  (b) a
sale or other transfer of over 50% of the aggregate  assets of the  corporation,
or (c) a tender  or  exchange  offer for 50% or more of the  outstanding  voting
stock of the corporation.

Transfer Agent

      Continental Stock Transfer & Trust Company, 2 Broadway, New York, New York
10004 will act as the Transfer Agent for our common stock.

                             PLAN OF DISTRIBUTION

Shares Offered and Sold by Us

      A minimum of 250,000 and a maximum of 1,000,000 shares will be offered and
sold by us through our officers. No selling discounts, commissions or other form
of  remuneration  will be paid by us in connection  with this offering.  We will
however, reimburse our officers for any out of pocket expenses incurred by them.
We must sell a minimum of 250,000 shares within the offering  period to complete
the  offering.  The shares are being  offered  by us subject to prior  sale,  to
acceptance of an offer to purchase,  to approval of certain legal matters by our
counsel  and to certain  other  conditions.  We reserve the right to withdraw or
cancel such offers and to reject orders in whole or in part. The offering period
will  commence  on the date of this  prospectus  and end no  later  than 30 days
thereafter unless extended by us, in our sole and absolute discretion,  up to an
additional  15 days.  If at least  250,000  shares are sold within the  offering
period,  the remaining  750,000  shares will be offered until they are all sold,
until the offering


                                       57


period  expires,  or until the  offering  is  terminated  by us. You will not be
entitled to a return of your subscription funds during the offering period.

      The proceeds  received by us from the sale of our shares will be placed in
escrow with Continental  Stock Transfer and Trust Company,  our escrow agent, no
later than noon of the next business day following receipt. In the event that we
do not sell 250,000 or more shares  within the offering  period,  including  all
extensions  thereof,  this  offering  will be  withdrawn  and all funds  will be
promptly  returned to you without  interest  or  deduction.  Upon the sale of at
least 250,000 shares by us hereby,  and the  consummation  of our acquisition of
The Guitron Corporation,  we have the right, but not the obligation, to withdraw
funds from the escrow account pursuant to a closing or series of closings,  upon
the  completion of each of which,  subscribers  whose funds have been  withdrawn
from escrow will become  shareholders  of ours. We may however,  in our sole and
absolute  discretion,  defer  such  closing  or  closings  until the sale of all
1,000,000 shares offered by us hereby, expiration of the offering period or such
earlier time as we deem appropriate.  In all events, trading of our common stock
will not commence until after the offering of shares by us has been completed.

      The price at which the shares are being offered by us has been established
without independent  appraisal by management and has no relationship to our book
value per share, earnings, or other generally accepted measurements of value. Up
to 10% of the shares  offered and sold by us in the offering may be purchased by
present  shareholders of The Guitron Corporation or Guitron  International Inc.,
including officers and directors of these corporations.

How to Subscribe for Shares Being Offered and Sold By Us

      If you desire to subscribe for shares offered by us in this offering,  you
must complete a subscription agreement and pay the entire subscription amount by
money order,  certified,  bank or cashier's check,  upon  subscribing.  You must
deliver the subscription  agreement directly to us. Checks and money orders must
be made payable to "Continental  Stock Transfer and Trust Company,  Escrow Agent
for Guitron  International  Inc." To invest in this offering you must purchase a
minimum of 500 shares.

      By signing the  subscription  agreement  you are making a binding offer to
buy shares.  The  subscription  agreement  also  constitutes  your  agreement to
indemnify  us against  liabilities  incurred  because of any  misstatements  and
omissions you make in the subscription agreement.  All subscriptions are subject
to acceptance by us.

Shares Offered and Sold by the Selling Stockholders

      The shares offered by the Selling  Stockholders may be sold or distributed
from  time  to  time by the  Selling  Stockholders  or by  pledgees,  donees  or
transferees of, or successors in interest to, the Selling Stockholders  directly
to one or more purchasers,  including pledgees,  or through brokers,  dealers or
underwriters  who may act solely as agents or may acquire  shares as principals,
at market  prices  prevailing  at the time of sale,  at prices  related  to such
prevailing


                                       58


market prices, at negotiated prices or at fixed prices, which may be changed. We
will pay the  expenses  incurred to  register  the shares  being  offered by the
Selling  Stockholders  for  resale,  but the Selling  Stockholders  will pay any
underwriting  discounts and brokerage  commissions  associated with these sales.
The  commission or discount  which may be received by any member of the National
Association of Securities Dealers,  Inc. in connection with these sales will not
be greater than 8%.

      The  distribution  of the  shares  may be  effected  in one or more of the
following methods:

      o     ordinary  brokers  transactions,  which  may  include  long or short
            sales,

      o     purchases  by brokers,  dealers or  underwriters  as  principal  and
            resale by such  purchasers  for their own accounts  pursuant to this
            prospectus,

      o     "at the  market" to or  through  market  makers or into an  existing
            market for the common stock,

      o     in other ways not  involving  market makers or  established  trading
            markets,  including  direct sales to  purchasers  or sales  effected
            through agents, or

      o     any combination of the foregoing,  or by any other legally available
            means.

      In addition,  the Selling Stockholders or their successors in interest may
enter into  hedging  transactions  with  broker-dealers  who may engage in short
sales of shares of common  stock in the course of  hedging  the  positions  they
assume  with  the  Selling  Stockholders.  The  Selling  Stockholders  or  their
successors  in interest  may also enter into option or other  transactions  with
broker-dealers  that require the delivery by such  broker-dealers of the shares,
which shares may be resold thereafter pursuant to this prospectus.

      Brokers, dealers, underwriters or agents participating in the distribution
of the shares may receive compensation in the form of discounts,  concessions or
commissions  from the Selling  Stockholders  and/or the purchasers of shares for
whom such broker-dealers may act as agent or to whom they may sell as principal,
or both. Such compensation as to a particular  broker-dealer may be in excess of
customary commissions. The Selling Stockholders and any broker-dealers acting in
connection  with  the  sale  of  the  shares  hereunder  may  be  deemed  to  be
underwriters  within the meaning of Section 2(11) of the Securities Act, and any
commission  received  by them and any profit  realized  by them on the resale of
shares  as  principals  may  be  deemed  underwriting   compensation  under  the
Securities Act. No Selling Stockholder can presently estimate the amount of such
compensation.

      Each  Selling  Stockholder  and  any  other  person   participating  in  a
distribution  of  securities  will be subject to  applicable  provisions  of the
Exchange  Act and the  rules  and  regulations  thereunder,  including,  without
limitation,  Regulation M, which may restrict  certain  activities of, and limit
the timing of purchases and sales of securities by, Selling Stockholders


                                       59


and other persons  participating  in a distribution of securities.  Furthermore,
under  Regulation  M,  persons  engaged  in a  distribution  of  securities  are
prohibited  from  simultaneously  engaging in market  making and  certain  other
activities with respect to such securities for a specified  period of time prior
to the commencement of such  distributions,  subject to specified  exceptions or
exemptions.  All of the foregoing may affect the marketability of the securities
offered hereby.

      Any securities  covered by this  prospectus that qualify for sale pursuant
to Rule 144 under the  Securities  Act may be sold under that rule  rather  than
pursuant  to  this  prospectus.  There  can be no  assurance  that  the  Selling
Stockholders  will sell any or all of the shares of common stock offered by them
hereunder.

                         SHARES ELIGIBLE FOR FUTURE SALE

      Assuming the sale of the maximum offering amount, upon consummation of our
acquisition of The Guitron Corporation and the offering, we will have 10,808,535
shares of common stock issued and  outstanding.  Of these shares,  the 1,000,000
shares sold in the offering  together  with all shares sold in this  offering by
our  shareholders  will be  freely  tradeable  without  restriction  or  further
registration  under the Securities Act, except for any of such shares  purchased
by an  "affiliate"  of ours as  defined in SEC Rule 144 which will be subject to
the resale limitations under Rule 144.

      In general,  under Rule 144, a person or persons whose shares are required
to be aggregated, who has beneficially owned shares of common stock for a period
of one year, including a person who may be deemed an "affiliate", is entitled to
sell, within any three-month  period, a number of shares not exceeding 1% of the
total  number  of  outstanding  shares  of such  class.  A person  who is not an
"affiliate" of ours and who has beneficially owned shares for at least two years
is  entitled to sell such  shares  under Rule 144  without  regard to the volume
limitations  described  above.  Under Rule 144, an "affiliate" of an issuer is a
person that directly or indirectly through the use of one or more intermediaries
controls, is controlled by, or is under common control with, such issuer.

      If a public market develops for our common stock, we are unable to predict
the effect  that  sales made under Rule 144 or other  sales may have on the then
prevailing market price of our common stock.  None of our presently  outstanding
shares of Common  Stock will  become  eligible  for sale under Rule 144 prior to
January 3, 2001. Thereafter, at various times through the first anniversary date
of our  acquisition of The Guitron  Corporation,  all shares of our common stock
will become eligible for sale pursuant to Rule 144.


                                       60


                        DISCLOSURE OF COMMISSION POSITION
                        ON INDEMNIFICATION FOR SECURITIES
                                 ACT LIABILITIES

      Insofar as indemnification  for liabilities may be permitted to directors,
officers and controlling persons pursuant to Section 145 of the Delaware General
Corporation  Law, or otherwise,  we have been advised that in the opinion of the
Securities  and  Exchange  Commission  this type of  indemnification  is against
public policy and is,  therefore,  unenforceable.  See "Management - Directors -
Limitation on Directors Liability".

                                  LEGAL MATTERS

      Levine & Rapfogel,  Esqs., 621 Clove Road,  Staten Island,  New York 10310
will render an opinion as our  counsel,  that the shares  offered  hereby by our
officers,  when  issued  and  sold,  will be  legally  issued,  fully  paid  and
nonassessable.  Frances Katz Levine and Scott E. Rapfogel, attorneys with Levine
& Rapfogel, each own 299,650 shares of our common stock.

                                     EXPERTS

      The financial statements included in this prospectus, and elsewhere in the
registration  statement as of July 31,  2000,  and July 31, 1999 and from August
20, 1997 (date of inception),  to July 31, 2000,  have been audited by Pinkham &
Pinkham,  P.C.,  independent auditors, as indicated in their report with respect
thereto,  and are included herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said report.

      The report of Pinkham & Pinkham,  P.C.  covering  the two years ended July
31, 2000  contains an  explanatory  paragraph  that states that we have incurred
losses since inception and have limited liquidity and capital  resources,  which
raises  substantial doubt about our ability to continue as a going concern.  The
financial   statements   do  not  include  any   adjustments   relating  to  the
recoverability  and classification of reported assets amounts or the amounts and
classification  of  liabilities  that  might  result  from the  outcome  of that
uncertainly.

                             ADDITIONAL INFORMATION

      We have filed with the  principal  office of the  Securities  and Exchange
Commission in Washington,  D.C., a registration  statement on Form SB-2 relating
to the shares offered in this  prospectus.  This prospectus does not contain all
of the  information  included in the  registration  statement  and the  exhibits
thereto,  to which reference is now made. Each statement made in this prospectus
concerning a document filed as an exhibit to the  registration  statement is not
necessarily  complete  and is  qualified  in its  entirety by  reference to such
exhibit  for a  complete  statement  of its  provisions.  You  may  inspect  the
registration  statement and its exhibits without charge, or obtain a copy of all
or any portion thereof, at prescribed rates, at the public reference


                                       61


facilities of the  Commission at its principal  office at Judiciary  Plaza,  450
Fifth Street,  N.W., Room 1024,  Washington,  D.C. 20549. See "Where You Can Get
More Information".

      We are not currently a reporting company under the Securities Exchange Act
of 1934,  and  therefore we have not filed any reports with the  Securities  and
Exchange Commission.  Upon completion of this offering we intend to file reports
with the Securities and Exchange Commission under the Securities Exchange Act of
1934, and to furnish to our security holders annual reports  containing  audited
financial statements reported on by our independent auditors.


                                       62



                           GUITRON INTERNATIONAL INC.

                          (A Development Stage Company)

                          INDEX TO FINANCIAL STATEMENTS

                                                                      PAGE
                                                                      ----

Independent Auditors Report                                            F1

Balance Sheets as of July 31, 2000 and July 31, 1999                   F2

Statements of Operations for the years ended
July 31, 2000 and July 31, 1999; and for the period
August 20, 1997 (Date of Inception) to July 31, 2000                   F3

Statements of Stockholders' Equity (Deficit) for the years
ended July 31, 1998, July 31, 1999 and July 31, 2000                   F4

Statements  of Cash Flows for the years ended July 31,  2000
and July 31,  1999; and for the period August 20, 1997
(Date of Inception) to July 31, 2000;                                  F5

Notes to Financial Statements                                          F7


                                       63


                            Pinkham & Pinkham, P.C.

                          Certified Public Accountants

This is the report Pinkham & Pinkham,  PC, CPA's will issue on the  accompanying
financial statements of Guitron International, Inc., subject to the finalization
and  completion of the  restructuring  scheme in respect of the businesses to be
injected into the company as described in Note 1 to the  accompanying  financial
statements.  If the  restructuring  scheme is modified or not  completed,  there
would be significant changes to the report.

                    Report of Independent Public Accountants

Board of Directors
Guitron International, Inc.

We have audited the accompanying balance sheets of Guitron  International,  Inc.
(a  development  stage  company)  as of July 31,  2000 and 1999 and the  related
statements of operations,  stockholders' equity (deficit) and cash flows for the
year ended July 31, 2000 and 1999, and for the cumulative period from August 20,
1997, (date of inception) to July 31, 2000.  These financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide 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 Guitron International,  Inc. (a
development  stage  company) at July 31, 2000 and 1999, and the results of their
operations,  and their cash flows for the year ended July 31, 2000 and 1999, and
for the cumulative  period from August 20, 1997, (date of inception) to July 31,
2000, in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern. As discussed in Note 2, the Company is
still in the development stage and it cannot be determined at this time that the
technology  acquired will be developed to a productive  stage. In 2000 and 1999,
the  Company  experienced  net  losses and had  limited  liquidity  and  capital
resources.  The Company's  uncertainty as to its productivity and its ability to
raise sufficient capital,  raise doubt about the entity's ability to continue as
a going  concern.  Management's  plans  in  regard  to  these  matters  are also
described in Note 2. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.

                                     /s/ Pinkham & Pinkham, P.C.

                                     Pinkham & Pinkham, P.C.
                                     Certified Public Accountants

November 21, 2000
Cranford, New Jersey


                                      -F1-
                                       64


                           GUITRON INTERNATIONAL, INC.
                          (A Development Stage Company)

                                  Balance Sheet
                                    July 31,




Assets
- ------
                                                                         2000           1999
                                                                     -----------    -----------
                                                                              
Current assets
  Cash                                                               $     4,351    $        --
  Sales tax receivable                                                    24,284         15,547
  R&D Investment tax credit receivable                                   119,764         70,455
  Inventory                                                                8,489             --
                                                                     -----------    -----------
                                                                         156,888         86,002

Property and equipment, at cost, net of accumulated
  depreciation and amortization                                           24,972         13,415

Other assets
  Security deposits                                                        3,854          1,241
                                                                     -----------    -----------

                                                                     $   185,714    $   100,658
                                                                     ===========    ===========


                      Liability and Stockholders' Equity (Deficit)
                      -------------------------------------------

Current liabilities
  Notes payable - bank                                               $        --    $    80,133
  Current portion of long-term debt                                        6,698          6,985
  Accounts payable and accrued expenses                                  221,169         87,593
                                                                     -----------    -----------

                                                                         227,867        174,711
                                                                     -----------    -----------

Other liabilities
  Long term debt (net of current portion)                                 60,282         85,301
  Loans from affiliated companies                                         80,700         94,426
  Loan from officers                                                     334,612          3,517
                                                                     -----------    -----------

                                                                         475,594        183,244
                                                                     -----------    -----------
Stockholders' equity (deficit)
 Common stock-20,000,000 shares authorized,
   9,808,535 shares issued and outstanding                                 9,809        190,952
 Additional paid-in-capital                                            1,361,148        172,264
 Deficit accumulated during the development stage                     (1,899,558)      (631,155)
 Unrealized gain on foreign exchange                                      10,854         10,642
                                                                     -----------    -----------

                                                                       (517,747)      (257,297)
                                                                     -----------    -----------

                                                                     $   185,714    $   100,658
                                                                     ===========    ===========


                        See notes to financial statements


                                      -F2-
                                       65


                           GUITRON INTERNATIONAL, INC.
                          (A Development Stage Company)

                            Statements of Operations



                                                                            Cumulative
                                                                            Period from
                                                                            August 20,
                                                                               1997
                                                 Year          Year          (Date of
                                                 Ended         Ended       Inception) to
                                                July 31,      July 31,        July 31,
                                                 2000          1999            2000
                                             -----------    -----------    -----------
                                                                  
Revenue                                      $        --    $        --    $        --
                                             -----------    -----------    -----------
Operations
  General and administrative                     818,982         18,690        925,440
  Depreciation and amortization                    5,242          3,524          9,634
  Research and development                       430,073        303,674        952,148
                                             -----------    -----------    -----------

Total expense                                  1,254,297        325,888      1,887,222
                                             -----------    -----------    -----------

Loss before other income and expenses         (1,254,297)      (325,888)    (1,887,222)

Other expenses
  Interest expense                               (14,106)       (13,491)       (30,620)
                                             -----------    -----------    -----------

Net loss                                      (1,268,403)      (339,379)    (1,917,842)

Extraordinary item - early extinguishments
  of debt                                             --         18,284         18,284
                                             -----------    -----------    -----------

Net loss and Comprehensive loss              $(1,268,403)   $  (321,095)   $(1,899,558)
                                             ===========    ===========    ===========

Net loss and Comprehensive
 loss per common share                       $      (.17)   $      (.22)   $      (.55)
                                             ===========    ===========    ===========

Weighted average shares of common
 stock outstanding                             7,356,707      1,487,970      3,469,949
                                             ===========    ===========    ===========


                        See notes to financial statements


                                      -F3-
                                       66


                           GUITRON INTERNATIONAL, INC.
                          (A Development Stage Company)

                  Statements of Stockholders' Equity (Deficit)



                                                                             Deficit
                                                                           Accumulated
                                                              Additional     During       Unrealized
                                      Common Stock             Paid-in     Development     Foreign
                                   Shares       Amount         Capital        Stage         Exchange        Total
                                -----------   -----------    -----------   -----------    -----------    -----------
                                                                                       
Issuance of common stock          1,409,166   $       277    $        --   $        --    $        --    $       277
Stock issued for services            21,500         4,308             --            --             --          4,308
Government grants                        --            --         76,080            --             --         76,080
Unrealized gain on  foreign
 exchange                                --            --             --            --         11,979         11,979
Net loss for year                        --            --             --      (310,060)            --       (310,060)
                                -----------   -----------    -----------   -----------    -----------    -----------

Balance at July 31, 1998          1,430,666         4,585         76,080      (310,060)        11,979       (217,416)

 Issuance of  common stock          201,000       127,007             --            --             --        127,007
Stock issued for services            89,455        59,360             --            --             --         59,360
Government grants                        --            --         96,184            --             --         96,184
Unrealized loss on foreign
 exchange                                --            --             --            --         (1,337)        (1,337)
Net loss and
  Comprehensive loss for year            --            --             --      (321,095)            --       (321,095)
                                -----------   -----------    -----------   -----------    -----------    -----------

Balance at July 31, 1999          1,721,121       190,952        172,264      (631,155)        10,642       (257,297)

Issuance of  common stock           246,550       165,804             --            --             --        165,804
Stock issued for services         2,849,855       172,554        548,452            --             --        721,006
Government grants                        --            --        120,931            --             --        120,931
Unrealized gain on foreign
 exchange                                --            --             --            --            212            212
Merger of Guitron Canada          4,991,009      (519,501)       519,501            --             --             --
Net loss and
  Comprehensive loss for year            --            --             --    (1,268,403)            --     (1,268,403)
                                -----------   -----------    -----------   -----------    -----------    -----------

Balance at July 31, 2000          9,808,535   $     9,809    $ 1,361,148   $(1,899,558)   $    10,854    $  (517,747)
                                ===========   ===========    ===========   ===========    ===========    ===========


                        See notes to financial statements


                                      -F4-
                                       67


                           GUITRON INTERNATIONAL, INC.
                          (A Development Stage Company)

                            Statements of Cash Flows



                                                                                   Cumulative
                                                                                  Period from
                                                                                   August 20,
                                                       Year          Year            1997
                                                      Ended         Ended         (Date of
                                                     July 31,       July 31,     Inception) to
                                                      2000           1999        July 31, 2000
                                                  ------------   -----------    --------------
                                                                       
Cash flows from operating activities:
  Net loss and comprehensive loss                 $(1,268,403)   $  (321,095)   $(1,899,558)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
  Depreciation and amortization                         5,242          3,524          9,634
  Stock issued in exchange for services               721,006         59,360        784,674
  Unrealized gain (loss) on foreign exchange              212         (1,337)        10,854
  Early extinguishments of debt                                      (18,284)       (18,284)

Change in assets and liabilities:
  Increase in:
  Sales tax receivable                                 (8,737)        (3,151)       (24,284)
  R&D investment tax credit receivable                (49,309)       (47,238)      (119,764)
  Inventory                                                           (8,489)        (8,489)

   (Decrease) increase in:
    Accounts payable and accrued expenses             133,576        (20,658)       221,169
                                                  -----------    -----------    -----------

Net cash used in operating activities                (474,902)      (348,879)    (1,044,048)
                                                  -----------    -----------    -----------

Cash flow from investing activities:
  Purchase of property and  equipment                 (16,799)       (11,316)       (34,606)
  Increase  in security deposits                       (2,613)        (3,854)
                                                  -----------    -----------    -----------

Net cash used in investing activities                 (19,412)       (11,316)       (38,460)
                                                  -----------    -----------    -----------

Cash flows from financing activities:
  Proceeds from notes payable                              --         13,712         80,133
  Proceeds from long-term debt                             --         53,505        115,566
  Payments on long-term debt                         (105,438)       (23,280)      (128,718)
  Loan from affiliated companies                           --         71,266         94,426
  Payments to affiliated companies                    (13,727)            --        (13,727)
  Loans from directors                                331,095          3,517        334,612
  Proceeds from issuance of common stock              165,804        127,007        293,088
  Proceeds from grants                                120,931         96,184        293,195
  Proceeds from insurance company                          --         18,284         18,284
                                                  -----------    -----------    -----------

  Net cash provided by financing activities           498,665        360,195      1,086,859
                                                  -----------    -----------    -----------

  Net increase in cash and cash  equivalents            4,351             --          4,351

  Cash and cash equivalents - beginning
   of year                                                 --             --             --
                                                  -----------    -----------    -----------

  Cash and cash equivalents - end of year         $     4,351    $        --    $     4,351
                                                  ===========    ===========    ===========


                        See notes to financial statements


                                      -F5-
                                       68


                           GUITRON INTERNATIONAL, INC.
                          (A Development Stage Company)

                      Statements of Cash Flows (continued)

Supplemental Disclosure of Non-Cash Activities:
  During the Year ended July 31, 2000, stock was issued in exchange for services
  performed and expenses in the amount of $721,006.

Supplemental Disclosure of Cash Flow Information:

    Interest paid                        $14,106         $10,595         $30,620
                                         -------         =======         =======

    Income taxes paid                    $     0         $     0         $     0
                                         =======         =======         =======


                        See notes to financial statements


                                      -F6-
                                       69


                           GUITRON INTERNATIONAL, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements

Note 1 -Summary of Accounting Policies
      Nature of Business
      Guitron  International,  Inc. (the "Company") was  incorporated  under the
      laws of the State of Delaware on December 6, 1999 for the specific purpose
      of acquiring Guitron Canada , which was formed on August 20, 1997. Guitron
      Canada  was  formed  to  develop,  manufacture  and sell a unique  musical
      instrument known as the GUITRON and related music products. As of July 31,
      2000 the Company's financial  statements reflect the operations of Guitron
      Canada as well as the equity activity of Guitron International, Inc. as if
      the reorganization had been consummated.

      Reorganization of Guitron Canada
      Guitron   International,   Inc.  will  acquire  Guitron  Canada  upon  the
      completion of the sale of the minimum  amount  within the offering  period
      and prior to the release from escrow of the proceeds from such sales.

      As of July  31,  2000 and at the time of the  acquisition,  the  following
      securities are and will be issued and outstanding in Guitron  Canada:  (i)
      not more than  2,218,226  Guitron  Canada  shares and (ii) Guitron  Canada
      Stock Options to purchase not more 454,800 Guitron Canada shares. Pursuant
      to the acquisition:

      (a)   All of the  outstanding  Guitron Canada shares will be exchanged for
            3.25 common shares of the Company.  This will result in the issuance
            of a total of 7,209,235 shares of the common stock.

      (b)   The  exercise  rights  under all  outstanding  Guitron  Canada Stock
            Options will be changed to provide that, for each one Guitron Canada
            share purchasable  under the option,  the option holder will be able
            to purchase 3.25 common  shares of the Company;  this will result in
            there being a total of  1,478,100  of the  Company's  common  shares
            subject to future  issuance  pursuant to the  exercise of  presently
            outstanding Guitron Canada Stock Options.

      For  accounting  purposes  the Company  recorded the  reorganization  as a
      pooling of interests and not as a purchase.

      Fair Value of Financial Instruments
      The  carrying  amount  of  the  Company's  financial  instruments,   which
      principally  include  cash,  receivables,  accounts  payable  and  accrued
      expenses,  approximates fair value due to the relatively short maturity of
      such instruments.

      The fair values of the Company's debt  instruments are based on the amount
      of future cash flows associated with each instrument  discounted using the
      Company's  borrowing  rate.  At July 31, 2000,  the carrying  value of all
      financial instruments was not materially different from fair value.

      Development Stage
      At July 31,  2000 the  Company  is still  in the  development  stage.  The
      operations  consist  mainly  of  raising  capital,   obtaining  financing,
      developing  equipment,  obtaining  customers and supplies,  installing and
      testing equipment and administrative activities.


                                      -F7-
                                       70


                           GUITRON INTERNATIONAL, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements

Note 1 -Summary of Accounting Policies (continued)
      Cash and Cash Equivalents
      For purposes of the statement of cash flows all  certificates  of deposits
      with maturities of 90 days or less, were deemed to be cash equivalents.

      Receivables
      Management  believes that all  receivables  as of July 31, 2000 were fully
      collectible; therefore, no allowances for doubtful accounts were recorded.

      Property and Equipment
      Property and equipment are recorded at cost less accumulated  depreciation
      and  amortization.  Depreciation  and  amortization are computed using the
      accelerated method over the estimated useful lives of three to five years.

      Repairs and maintenance costs are expensed as incurred while additions and
      betterments are capitalized. The cost and related accumulated depreciation
      and  amortization  of  assets  sold or  retired  are  eliminated  from the
      accounts and any gain or losses are reflected in earnings.

      Estimates
      Preparation of financial  statements in conformity with generally accepted
      accounting   principles   requires   management  to  make   estimates  and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosures  of  contingent  assets  and  liabilities  at the  date of the
      financial  statements  and the  reported  amounts of revenues and expenses
      during the  reporting  period.  Actual  results  could  differ  from those
      estimates.

      Adoption of Statement of Accounting Standard No. 123
      In 1998, the Company adopted Statement of Financial  Accounting  Standards
      No. 123, "Accounting for Stock-Based  Compensation" ("SFAS 123"). SFAS 123
      encourages,  but  does not  require  companies  to  record  at fair  value
      compensation  cost for  stock-based  compensation  plans.  The Company has
      chosen to account for stock-based  compensation  using the intrinsic value
      method   prescribed  in  Accounting   Principles  Board  Opinion  No.  25,
      "Accounting  for Stock Issued to Employees"  and related  interpretations.
      Accordingly,  compensation  cost for  stock  options  is  measured  as the
      excess,  if any, of the quoted market price of the Company's  stock at the
      date of the grant over the  amount an  employee  must pay to  acquire  the
      stock. The difference between the fair value method of SFAS-123 and APB 25
      is immaterial.

      Adoption of Statement of Accounting Standard No. 128
      In February 1997, the Financial  Accounting  Standards Board (FASB) issued
      Statement of Financial  Accounting Standards No. 128, "Earnings per Share"
      (SFAS 128).  SFAS 128 changes the standards  for computing and  presenting
      earnings  per  share  (EPS) and  supersedes  Accounting  Principles  Board
      Opinion No. 15,  "Earnings per Share." SFAS 128 replaces the  presentation
      of primary EPS with a  presentation  of basic EPS. It also  requires  dual
      presentation of basic and diluted EPS on the face of the income  statement
      for  all  entities  with  complex   capital   structures  and  requires  a
      reconciliation   of  the  numerator  and  denominator  of  the  basic  EPS
      computation   to  the  numerator  and   denominator  of  the  diluted  EPS
      computation.  SFAS 128 is effective  for financial  statements  issued for
      periods ending after December 15, 1997,  including  interim periods.  This
      Statement requires restatement of all prior-period EPS data presented.


                                      -F8-
                                       71


                           GUITRON INTERNATIONAL, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements

Note 1-Summary of Accounting Policies (continued)
      Adoption of Statement of Accounting Standard No. 128(continued)
      As it  relates to the  Company,  the  principal  differences  between  the
      provisions of SFAS 128 and previous  authoritative  pronouncements are the
      exclusion  of  common  stock  equivalents  in the  determination  of Basic
      Earnings Per Share and the market price at which common stock  equivalents
      are calculated in the determination of Diluted Earnings Per Share.

      Basic  earnings  per common share is computed  using the weighted  average
      number of  shares of common  stock  outstanding  for the  period.  Diluted
      earnings per common share is computed using the weighted average number of
      shares of common stock and dilutive  common  equivalent  shares related to
      stock options and warrants outstanding during the period.

      For the Year ended July 31,  2000,  primary loss per share was the same as
      basic  loss per  share and  fully  diluted  loss per share was the same as
      diluted loss per share. A net loss was reported in 2000, and  accordingly,
      in  those  years  the  denominator  was  equal  to  the  weighted  average
      outstanding  shares  with no  consideration  for  outstanding  options and
      warrants to purchase shares of the Company's  common stock,  because to do
      so would  have been  anti-dilutive.  Stock  options  for the  purchase  of
      1,478,100 shares were not included in loss per share calculations, because
      to do so would have been anti-dilutive.

      Foreign Exchange
      Assets and  liabilities of the Company,  which are  denominated in foreign
      currencies,  are  translated at exchange  rates  prevailing at the balance
      sheet  date.  Revenues  and  expenses  are  translated  at  average  rates
      throughout the year.

      Revenue Recognition
      Revenue is recognized when the product is shipped to the customer.

      Income Taxes
      The Company has net operating loss carryovers of approximately  $1,900,000
      as of July 31,  2000,  expiring  in the year  2015.  However,  based  upon
      present  Internal  Revenue  regulations  governing the  utilization of net
      operating loss carryovers  where the  corporation  has issued  substantial
      additional  stock, most of this loss carryover may not be available to the
      Company.

      The Company adopted Statement of Financial Accounting Standards (SFAS) No.
      109,  Accounting  for  Income  Taxes,  effective  July 1998.  SFAS  No.109
      requires  the  establishment  of a deferred  tax asset for all  deductible
      temporary  differences  and operating loss  carryforwards.  Because of the
      uncertainties  discussed  in Note  2,  however,  any  deferred  tax  asset
      established for utilization of the Company's tax loss carryforwards  would
      correspondingly  require a valuation allowance of the same amount pursuant
      to SFAS No. 109. Accordingly,  no deferred tax asset is reflected in these
      financial statements.

      The Company has research and development investment tax credits receivable
      from Canada and Quebec amounting to $119,764 at July 31, 2000.

Note 2-Going Concern
      As shown in the accompanying financial statements,  the Company incurred a
      cumulative net loss of  approximately,  $1,900,000 as of July 31, 2000. In
      addition,  the Company  has a negative  working  capital of  approximately
      $71,000 and a stockholders' deficit of approximately, $518,000.


                                      -F9-
                                       72


                          GUITRON INTERNATIONAL, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements

Note 2-Going Concern(continued)
      The  Company,  which is in the  development  stage,  is  currently  in the
      process of formulating a plan to effect a public offering, the proceeds of
      which would be used for working  capital,  capital  acquisitions and sales
      and marketing expenses.  The ability of the Company to continue as a going
      concern is dependent on the success of the plan. The financial  statements
      do not include any  adjustments  that might be necessary if the Company is
      unable to continue as a going concern.

Note 3-Property and Equipment
      As of July 31, 2000 property and equipment consisted of the following:

      Samples                                             $10,189
      Furniture, fixtures and equipment                     7,129
      Leasehold improvements                                2,063
      Computer                                             15,225
                                                          -------
                                                           34,606

      Less accumulated depreciation and amortization        9,634
                                                          -------
                                                          $24,972
                                                          =======

      Depreciation and amortization expense charged to operations was $5,242 for
      the twelve months ended July 31, 2000.

Note 4-Notes Payable
      The Company has available a Cdn $180,000  (approximately  US$119,443) line
      of credit  which  bears  interest at 25%. At July 31, 2000 there was $0.00
      outstanding  against this line of credit.  The note is  collateralized  by
      virtually all of the assets of the company.

Note 5-Long-Term Debt
      Loans payable under the Program for the  Development of Quebec SME's based
      on  50%  of  approved   eligible  costs  for  the  preparation  of  market
      development   studies  in  certain   regions.   Loans  are  unsecured  and
      non-interest  bearing.  (If the Company defaults the loans become interest
      bearing). Loan payable over four years commencing

      January 2001, due January 2004                        $66,980

      Current portion                                         6,698
                                                            -------

                                                            $60,282

      Minimum principal repayments of each of the next four
      years  as follows:

           2001                                             $ 6,698
           2002                                              13,396
           2003                                              20,094
           2004                                              26,792
                                                            -------
                                                            $66,980
                                                            =======


                                      -F10-
                                       73


                           GUITRON INTERNATIONAL, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements

Note 6-Related Party Transactions
      The  Company  entered  into an  employment  agreement  with the  executive
      officer on December 6, 1999 that provides for an annual salary of $100,000
      a year plus benefits.  The employment  agreement calls for a term of three
      years. In addition to the employment  services,  the officer agrees not to
      compete  with  the  Company  for  a  year  following  the  termination  of
      employment. If the officer is terminated other than for cause or for "good
      reason",  the  terminated  officer  will be paid twice the amount of their
      base salary for twelve months.

Note 7-Common Stock
      During the twelve  months  ended July 31, 2000 the Company  issued  common
      stock to individuals in exchange for services performed totaling $721,006.
      The dollar amounts assigned to such transactions have been recorded at the
      fair  value  of the  services  received,  because  the  fair  value of the
      services  received  was more  evident  than the  fair  value of the  stock
      surrendered.

Note 8-Stock Option
      The Company has stock options  outstanding to purchase 1,478,100 shares of
      common stock which expire at various  dates  through  November  2004.  The
      exercise price ranges from $.16 to $.21 with the weighted average exercise
      price equal to .21.

      Compensatory Common Stock Options



                                                                       Compensation
                                                                          Cost
                                                                    For the Year Ended
                                                Number of Shares        July 30, 2000
                                                ----------------        -------------
                                                                     
      Stock options granted during the year
        ended July 31, 1999                              958,100             --

      Stock options granted during the year
        ended July 31, 2000                              520,000             --

      Stock options exercised during the years
        ended July 31, 1999 and July 31, 2000                 --             --
                                                       ---------         -------

      Balance at July 31, 2000                         1,478,100             --


Note 9-Government Assistance
      The Company receives financial  assistance from Revenue Canada and Revenue
      Quebec in the form of  scientific  research  tax  credit.  During the Year
      ended  July  31,  2000  the  company   received  or  has   receivables  of
      approximately  $120,931  which have been  recorded as  additional  paid in
      capital.

Note 10-Commitments
      The Company leases office space on a  month-to-month  basis with a monthly
      rent of $3,455 plus a proportionate  share of all water,  taxes,  business
      taxes,  and other similar taxes and rates,  which may be levied or imposed
      upon the premises.  Under the terms of the lease,  the Company is required
      to obtain adequate public liability and property damage insurance.

      Rental  expense  for the twelve  months  ended July 31,  2000  amounted to
      $24,497.


                                      -F11-
                                       74


                           GUITRON INTERNATIONAL, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements

Note 10-Commitments (continued)
      The Company entered into two marketing agreements as follows:
            1.)   Effective September 1, 1999 through October 31, 2001 for every
                  $100,000 of net receipts  the  individual  will receive  1,000
                  shares of common stock.
            2.)   Effective  January  1, 2001  through  June 30,  2003 for every
                  $100,000 of net receipts the  individual  will receive  10,000
                  shares of common stock, with a maximum of 264,000 shares.

Note 11-Loan from Officers
      The loan from officers is  non-interest  bearing and has no specific terms
      of repayment.

Note 12-Loans from Affiliated Companies
      These loans  represent  advances  from a company that is  controlled  by a
      director and principal shareholder of the Company. Interest is computed at
      6% per annum.  All  principal  and  interest is due no later than July 31,
      2001.

Note 13-Extraordinary Item
      The Company realized an extraordinary  item from the early  extinguishment
      of a long-term  debt.  The  Company  had  purchased  life  insurance  on a
      director of the Company in an amount equal to the outstanding balance of a
      bank note. Upon his death the insurance  policy's proceeds of $18,284 were
      used to pay off the loan.


                                      -F12-
                                       75


No dealer,  salesman or other person has been authorized to give any information
or to make any  representation  not  contained in this  Prospectus in connection
with the offer made hereby. If given or made, such information or representation
must not be relied upon as having been  authorized by us. This  Prospectus  does
not constitute an offer to any person in any jurisdiction in which such an offer
would be  unlawful.  Neither the delivery of this  Prospectus  nor any sale made
hereunder  shall  under  any  circumstances  create  any  implication  that  the
information  contained  herein is correct as of any time  subsequent to the date
hereof.

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

                                4,302,910 Shares

                                     GUITRON
                               INTERNATIONAL INC.

                                   ----------

                                   PROSPECTUS

                                   ----------

                                December 12, 2000


- --------------------------------------------------------------------------------

Until  _________,2000  (25 days from the date of this  Prospectus),  all dealers
effecting   transactions   in  the   registered   securities,   whether  or  not
participating  in this  distribution,  may be required to deliver a  Prospectus.
This is in addition to the  obligation  of dealers to deliver a Prospectus  when
acting  as  underwriter   and  with  respect  to  their  unsold   allotments  or
subscriptions.


                                       76


                           GUITRON INTERNATIONAL INC.

                                     PART II

Item 24. Indemnification of Directors and Officers

      Our certificate of incorporation limits the liability of our directors and
officers to the maximum extent permitted by Delaware law.  Delaware law provides
that  directors  of a  corporation  will not be  personally  liable for monetary
damages for breach of their fiduciary duties as directors, except liability for:
(i) breach of the directors' duty of loyalty; (ii) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of the law,
(iii)  the  unlawful  payment  of a  dividend  or  unlawful  stock  purchase  or
redemption, and (iv) any transaction from which the director derives an improper
personal  benefit.  Delaware  law does not permit a  corporation  to eliminate a
director's duty of care, and this provision of our Certificate of  Incorporation
has no effect on the availability of equitable  remedies,  such as injunction or
rescission, based upon a director's breach of the duty of care.

      The effect of the foregoing is to require us to indemnify our officers and
directors  for any claim  arising  against our  directors  and officers in their
official  capacities  if such person acted in good faith and in a manner that he
or she reasonably  believed to be in or not opposed to the best interests of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe his or her conduct was unlawful.

      INSOFAR  AS  INDEMNIFICATION  FOR  LIABILITIES  MAY  BE  PERMITTED  TO OUR
DIRECTORS,   OFFICERS  AND  CONTROLLING   PERSONS   PURSUANT  TO  THE  FOREGOING
PROVISIONS,  OR  OTHERWISE,  WE HAVE BEEN  ADVISED  THAT IN THE  OPINION  OF THE
SECURITIES  AND  EXCHANGE  COMMISSION  THIS TYPE OF  INDEMNIFICATION  IS AGAINST
PUBLIC POLICY AND IS, THEREFORE, UNENFORCEABLE.

Corporate Takeover Provisions

      Section 203 of the Delaware General Corporation Law

      We are not  presently  subject to the  provisions  of  Section  203 of the
Delaware  General  Corporation Law ("Section  203").  Under Section 203, certain
"business  combinations" between a Delaware corporation whose stock generally is
publicly  traded  or held of  record  by more  than  2,000  stockholders  and an
"interested  stockholder"  are prohibited for a three-year  period following the
date that such  stockholder  became an  interested  stockholder,  unless (i) the
corporation has elected in its original  certificate of incorporation  not to be
governed by Section  203 (we did not make such an  election)  (ii) the  business
combination was approved by the Board of Directors of the corporation before the
other party to the business  combination became an interested  stockholder (iii)
upon consummation of the transaction that made it an interested stockholder, the
interested stockholder owned at least 85% of the voting stock of the corporation
outstanding at


                                      II-1
                                       77


the commencement of the transaction  (excluding  voting stock owned by directors
who are also  officers or held in employee  benefit plans in which the employees
do not have a  confidential  right to render or vote stock held by the plan) or,
(iv) the  business  combination  was  approved by the Board of  Directors of the
corporation  and ratified by two-thirds of the voting stock which the interested
stockholder  did not own.  The  three-year  prohibition  also  does not apply to
certain business  combinations  proposed by an interested  stockholder following
the announcement or notification of certain extraordinary transactions involving
the corporation and a person who had not been an interested  stockholder  during
the  previous  three  years or who  became an  interested  stockholder  with the
approval of the  majority of the  corporation's  directors.  The term  "business
combination" is defined generally to include mergers or consolidations between a
Delaware  corporation  and an  "interested  stockholder,"  transactions  with an
"interested stockholder" involving the assets or stock of the corporation or its
majority-owned  subsidiaries  and  transactions  which  increase  an  interested
stockholder's  percentage ownership of stock. The term "interested  stockholder"
is  defined  generally  as a  stockholder  who,  together  with  affiliates  and
associates,  owns  (or,  within  three  years  prior,  did own) 15% or more of a
Delaware corporation's voting stock. If it should become applicable to us in the
future,  Section 203 could prohibit or delay a merger,  takeover or other change
in control of our company and therefore could discourage attempts to acquire us.

Item 25. Other Expenses of Issuance and Distribution

         The following is a statement of estimated  expenses in connection  with
the issuance and distribution of the securities being registered.

   SEC Registration Fee ..................................   $ 1,304
   NASD Filing Fee........................................   $   930
   Blue Sky Filing Fees...................................   $ 2,000
   Printing and Engraving Expenses .......................   $13,000
   Legal Fees and Expenses ...............................   $     0(1)
   Accounting Fees and Expenses ..........................   $15,000
   Transfer Agent's Fees and Expenses ....................   $ 2,000
   Escrow Agent's Fees and Expenses.......................   $ 2,500
   Miscellaneous Expenses ................................   $ 3,266
                                                             -------
     TOTAL ESTIMATED EXPENSES ............................   $40,000

      All such expenses will be borne by us.

(1) Legal  fees and  expenses  related  to this  offering  have been paid by the
issuance of shares of our common stock.  The parties  receiving such shares also
received  additional  shares in connection with providing us with legal services
involving general corporate work.


                                      II-2
                                       78


Item 26. Recent Sales of Unregistered Securities

      On  January  3, 2000,  in  reliance  on the  exemption  from  registration
provided by Section 4(2) of the Securities Act of 1933, as amended, we issued an
aggregate of  2,599,300  shares of our common stock to Michael D.A. Ash (500,000
shares),  Ashbyrne 2000 Limited (1,500,000 shares), Frances Katz Levine (299,650
shares) and Scott Rapfogel  (299,650  shares).  All of the foregoing persons are
sophisticated  investors,  are familiar  with our business  activities  and were
given full and complete  access to any corporate  information  requested by them
and did in fact review extensive corporate information.

      The shares  issued to Michael  D.A.  Ash and  Ashbyrne  2000  Limited were
issued in connection with consulting services. The shares issued to Frances Katz
Levine and Scott Rapfogel were issued in connection with legal services.

      Pursuant to our  acquisition  of The Guitron  Corporation  which will take
place following the sale of the minimum  offering  amount,  all of the 2,218,226
then  issued and  outstanding  shares of The  Guitron  Corporation  will each be
exchanged  for 3.25  shares of our common  stock.  These  shares of The  Guitron
Corporation  are held by an aggregate of 51 persons who acquired them during the
period  September  1,  1997  through  June  15,  2000  at  prices  ranging  from
approximately  $.00001  per share to  approximately  $.67 per share.  46 of such
issuances  by The Guitron  Corporation  were made to  Canadian or other  foreign
residents and were not subject to US securities laws. 5 of such issuances by The
Guitron Corporation were made to US residents in reliance on Section 4(2) of the
Securities Act of 1933, as amended. Pursuant to the acquisition,  all issued and
outstanding  stock options of The Guitron  Corporation  will be  exercisable  to
purchase 3.25 shares of our common stock.  The Guitron  Corporation  options are
held by 10 persons who acquired  them during the period  January 6, 1999 through
November 30, 1999. All of such options were issued to Canadian and other foreign
residents and therefore were not subject to U.S. securities laws.


                                      II-3
                                       79


Item 27. Exhibits

EXHIBIT NO.                             ITEM
- ----------                              ----

  2.1    Form  of  Agreement  and  Plan  of  Reorganization  among  The  Guitron
         Corporation,  a Canadian  corporation,  Guitron International Inc., and
         the shareholders of The Guitron Corporation

  2.2    Form of Shareholder's Power of Attorney*

  2.3    Form of Shareholders Letter of Transmittal and
         Custody Agreement*

  3.1    Certificate of Incorporation of Guitron International Inc.
         filed December 6, 1999*

  3.2    Certificate of Incorporation of The Guitron Corporation
         filed August 20, 1997.*

  3.3    By-Laws of Guitron International Inc.*

  4.1    Specimen Common Stock Certificate**

  4.2    Form of Subscription Agreement

  5.1    Opinion and Consent of Counsel

 10.1    Executive Agreement dated December 6, 1999 between Guitron
         International Inc. and Richard Duffy*

 10.2    Marketing and Consulting Agreement dated September 29, 1999 between
         The Guitron Corporation and Marvin Chankowsky

 10.3    Marketing Agreement dated June 1, 1999 between The Guitron
         Corporation and Jean Pilote*

 10.4    Consulting Agreement dated December 6, 1999 between Guitron
         International Inc. and Ashbyrne Consultants Inc.*


                                      II-4
                                       80



 10.5    Form of Escrow Agreement between the Company and Continental
         Stock Transfer & Trust Company*

 10.6    Loan Agreement dated as of July 30, 1999 between The Guitron
         Corporation and Productions Polyart International Inc.*

 10.7    Service Agreement dated January 31, 2000 between The Guitron
         Corporation and Innovative Products Resources Ltd.*

 21      Subsidiaries - We presently have no subsidiaries. Following the receipt
         of  the  minimum   offering   proceeds  we  will  acquire  The  Guitron
         Corporation, making such corporation a wholly owned subsidiary of ours.

 23      Consent of Pinkham & Pinkham, P.C., independent certified public
         accountants

 27      Financial Data Schedule (filed by EDGAR)

*     Previously filed
**    To be filed by amendment

Item 28. Undertakings.

      (a) Rule 415 Offering.

      The undersigned issuer hereby undertakes that it 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

                  (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-5
                                       81


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

      (b) Indemnification

      Insofar as  indemnification  for liabilities  arising under the Securities
Act, may be  permitted to  directors,  officers and  controlling  persons of the
small business issuer pursuant to the foregoing  provisions,  or otherwise,  the
issuer has been  advised  that in the  opinion of the  Securities  and  Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against such liabilities  (other than the payment by the issuer
of expenses incurred or paid by a director, officer or controlling person of the
issuer in the successful defense of any action, suit or proceedings) is asserted
by  such  director,  officer  or  controlling  person  in  connection  with  the
securities  being  registered,  the issuer  will,  unless in the  opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such court.

      (c) Rule 430A

      The undersigned issuer will:

      (1) For  determining  any liability  under the  Securities  Act, treat the
information  in the  form of  prospectus  filed  as  part  of this  registration
statement in reliance  upon Rule 430A and  contained  in the form of  prospectus
file by the small business issuer under rule  424(b)(1),  or (4) or 497(h) under
the  Securities  Act as part of this  registration  statement as at the time the
Commission declared it effective.

      (2) For  determining  any liability  under the Securities  Act, treat each
post-effective   amendment   that  contains  a  form  of  prospectus  as  a  new
registration statement for the securities offered in the registration statement,
and that  offering  of the  securities  at that  time as the  initial  bona fide
offering of those securities.


                                      II-6
                                       82


                                   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 this Form SB-2 and authorizes this registration
statement  to be  signed  on its  behalf  by the  undersigned,  in the  City  of
Montreal, Canada on December 8, 2000.

                                   GUITRON INTERNATIONAL INC.

                                   By: /s/ Richard F. Duffy
                                      ---------------------
                                   Richard F. Duffy, President, Chief Executive
                                   Officer and Chairman of the Board of
                                   Directors

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement on Form SB-2 has been signed by the following persons in
their  respective  capacities with Guitron  International  Inc. and on the dates
indicated.




 SIGNATURE                                       TITLE                                  DATE
 ---------                                       -----                                  ----
                                                                           
/s/ Richard F. Duffy                President, Chief Executive Officer
- ---------------------               and Chairman of the Board of Directors        December 8, 2000
Richard F. Duffy


/s/ Michael D.A. Ash                Treasurer, Chief Financial and
- --------------------                Accounting Officer and Director               December 8, 2000
Michael D.A. Ash


Majority of the Board of Directors

/s/ Richard F. Duffy                Director
- --------------------
Richard F. Duffy                                                                  December 8, 2000

/s/ Michael D.A. Ash                Director
- --------------------
Michael D.A. Ash                                                                  December 8, 2000

/s/ France B. Fasano                Director
- --------------------
France B. Fasano                                                                  December 8, 2000

/s/ Edward Santelli                 Director
- -------------------
Edward Santelli                                                                   December 8, 2000

/s/ David L. Rosentzveig            Director
- ------------------------
David L. Rosentzveig                                                              December 8, 2000



                                      II-7
                                       83




                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                                   ----------

                                  PRE-EFFECTIVE
                                 AMENDMENT NO.2
                                       TO
                                    FORM SB-2

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                           GUITRON INTERNATIONAL INC.

                                    EXHIBITS


                                       84


                           GUITRON INTERNATIONAL INC.

                                  EXHIBIT INDEX

EXHIBIT NO.                             ITEM                                PAGE
- -----------                             ----                                ----

  2.1    Form of Agreement and Plan of Reorganization among
         The Guitron Corporation, a Canadian corporation, Guitron
         International Inc., and  the shareholders of
         The Guitron Corporation                                             87

  2.2    Form of Shareholder's Power of Attorney*

  2.3    Form of Shareholders Letter of Transmittal and
         Custody Agreement*

  3.1    Certificate of Incorporation of Guitron International Inc.
         filed December 6, 1999*

  3.2    Certificate of Incorporation of The Guitron Corporation
         filed August 20, 1997*

  3.3    By-Laws of Guitron International Inc.*

  4.1    Specimen Common Stock Certificate**

  4.2    Form of Subscription Agreement                                      93

  5.1    Opinion and Consent of Counsel                                      97

 10.1    Executive Agreement dated December 6, 1999 between Guitron
         International Inc. and Richard Duffy*

 10.2    Marketing and Consulting Agreement dated September 29, 1999
         between The Guitron Corporation and Marvin Chankowsky               99

 10.3    Marketing Agreement dated June 1, 1999 between The Guitron
         Corporation and Jean Pilote*


                                       85


 10.4    Consulting Agreement dated December 6, 1999 between Guitron
         International Inc. and Ashbyrne Consultants Inc.*

 10.5    Form of Escrow Agreement between the Company and Continental
         Stock Transfer & Trust Company*

 10.6    Loan Agreement dated as of July 30, 1999 between The Guitron
         Corporation and Productions Polyart International Inc.*

 10.7    Service Agreement dated January 31, 2000 between The Guitron
         Corporation and Innovative Products Resources Ltd.*

  21     Subsidiaries - We presently have no subsidiaries. Following the
         receipt of the minimum offering proceeds we will acquire
         The Guitron Corporation, making such corporation a wholly owned
         subsidiary of ours.

  23     Consent of Pinkham & Pinkham, P.C., independent certified public
         accountants                                                        108

  27     Financial Data Schedule (filed by EDGAR)

*  Previously filed
** To be filed by amendment


                                       86