As filed with the Securities and Exchange Commission on April 20, 2001
                           Registration No. 333-37904

- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                  PRE-EFFECTIVE
                                 AMENDMENT NO. 3
                                       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: / /


10,872,885

                         CALCULATION OF REGISTRATION FEE



==================================================================================================
                                                 Proposed         Proposed           Amount
                                  Amount         Maximum          Maximum            of
Title of Each Class of            to be          Offering Price   Aggregate          Registration
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

                        4,302,910 Shares of Common Stock
                           Guitron International Inc.



                                                 Per
Shares Offered by Guitron International Inc.    Share        Total
                                                -----        -----
                                                                    
Public Offering                                                              We are a development stage company which has
  Price                                                                      developed a unique, guitar like musical
  Min. Offering                                 $1.00       $  250,000       instrument known as the Guitron. This is our
  Max. Offering                                 $1.00       $1,000,000       initial public offering. We are offering a
                                                                             minimum of 250,000 shares and a maximum of
Proceeds to Guitron International Inc.                                       1,000,000 shares at an offering price of $1.00
  Min. Offering                                 $1.00       $  250,000       per share. The figures indicating total
  Max. Offering                                 $1.00       $1,000,000       offering proceeds do not reflect the deduction
                                                                             of offering expenses estimated to be an
                                                                             aggregate of $40,000. Offering expenses
                                                                             include, but are not limited to, filing fees,
                                                                             printing expenses, legal and accounting fees
                                                                             and miscellaneous expenses. These shares are
                                                                             being offered by our officers in a self
                                                                             underwriting commencing on the date of this
                                                                             prospectus. To invest in this offering, you
                                                                             must purchase a minimum of 500 shares. If we
                                                                             do not sell 250,000 or more shares within the
                                                                             30 day offering period, which may be extended
                                                                             by us up to an additional 15 days, your
                                                                             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. No public
                                                                             market presently exists for our common stock.
                                                                             We intend to list our shares on the OTC
                                                                             Bulletin Board under the symbol "GUIT".


                                                 Per
Shares Offered by Guitron International Inc.    Share         Total
                                                -----         -----
                                                                    
Offering Price                                  $1.00       $3,302,910       Our shareholders are offering an additional
                                                                             3,302,910 shares. These shares will be offered
Proceeds to Guitron International Inc.          $  0        $     0          for sale by our shareholders, from time to
                                                                             time, at prevailing market prices or in
                                                                             negotiated transactions. We will not receive
                                                                             any proceeds from any sales made by our
                                                                             shareholders. The figures indicating the per
                                                                             share and total offering price are estimated
                                                                             based upon the per share offering price to the
                                                                             public.


 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.

          CONTINENTAL STOCK TRANSFER AND TRUST COMPANY - ESCROW AGENT

                  The date of this Prospectus is April 20, 2001


                                       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 .................................   14
 Risks Related to This Offering ...........................................   16
Pro Forma Financial Information ...........................................   22
Use of Proceeds ...........................................................   22
Market for Our Common Stock and Related Stockholder Matters ...............   23
Dilution ..................................................................   23
Capitalization ............................................................   25
Dividend Policy ...........................................................   25
Plan of Operation .........................................................   26
Business ..................................................................   28
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 ......................................................   63


                                        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. 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 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 January 31, 2001, since our inception we had expended  approximately
$1,034,153 on research and development of the Guitron and had incurred losses of
approximately  $2,113,394.  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".  Before and after this offering,  our management will own a majority
of our outstanding shares.  Consequently,  our management 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.  See
Risk Factors  "Management  Will Continue To Control Us After The Public Offering
And Their Interests May Be Different From And Conflict With Yours".

      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


                                       3


time of the acquisition of The Guitron  Corporation will have,  2,238,026 shares
and  435,000  stock  options  issued and  outstanding.  In  accordance  with the
acquisition:

     o    Each of the 2,238,026  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  7,273,585  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  1,413,750 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 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.


                                       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 ........  "GUIT" 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      276,250      shares
                                              underlying    outstanding    stock
                                              options.

 Common Stock to be Outstanding After this
  Offering .................................  10,122,885 shares (minimum)(1)

                                              10,872,885 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, for the six month period ended January 31, 2001, and for
the period from  inception  (August 20, 1997),  to January 31, 2001. All of this
information,  other that the  information  respecting the six month period ended
January 31, 2001, was derived from our audited  financial  statements  appearing
elsewhere in this prospectus. The financial information for the six months ended
January 31, 2001, was derived from our reviewed financial  statements  appearing
elsewhere  in this  prospectus.  In the  opinion of  management,  the  financial
information for the six months ended January 31, 2001, contains all adjustments,
consisting only of normal recurring accruals necessary for the fair presentation
of the results of operations and financial  position for such period. 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  structure  of this  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           Six Months
                       Year Ended        Year Ended        (date of inception)       Ended
                       July 31, 1999     July 31, 2000     to January 31, 2001       January 31, 2001
                       -------------     -------------     -----------------------   ----------------
                                                                         
Revenues                         0                 0                 0                         0

Net Income (Loss)      $  (321,095)      $(1,268,403)      $(2,113,394)              $  (203,901)

Net Income (Loss)

Per Share              $      (.07)      $      (.16)      $      (.34)              $      (.02)

Weighted Average
Number of Shares

Outstanding              4,863,970         8,088,365         6,265,882                 9,818,677


Balance Sheet Data:



                                                                       Jan. 31, 2001        Jan. 31, 2001
                   July 31, 1999    July 31, 2000    January 31, 2001  As Adjusted (Min.)   As Adjusted (Max.)
                   -------------    -------------    ----------------  ------------------   ------------------
                                                                             
Current
Assets             $   86,002       $  156,888       $  182,382        $  392,382           $1,142,382

Total
Assets             $  100,658       $  185,714       $  206,361        $  416,361           $1,166,361

Current
Liabilities        $  174,711       $  227,867       $  312,449        $  312,449           $  312,449

Total
Liabilities        $  357,955       $  703,461       $  876,543        $  876,543           $  876,543

Stockholders'
Equity
(Deficit)          $ (257,297)      $ (517,747)      $ (670,182)       $ (460,182)          $  289,818



                                       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

We Have No Operating History       We have no  operating  history for you to use
For You To Use To Evaluate Our     to evaluate  our  business.  We have  devoted
Business.                          almost all of our efforts to  developing  the
                                   Guitron  and very  little time and expense to
                                   marketing  and  sales.   Marketing   activity
                                   commenced  in March  2001  and we  anticipate
                                   making  sales in or about May 2001,  although
                                   no  assurance  can be given  that  this  will
                                   prove to be the  case.  Since we have not yet
                                   made any sales,  our products have no history
                                   of customer  acceptance and use. 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.

We Need To Initiate Or Expand      We will  have to  commence  or  significantly
Our Manufacturing, Marketing       expand our manufacturing, marketing and sales
And Sales Operations. These        operations in order to successfully implement
Activities Will Strain Our         our business strategy.  This will involve the
Resources, and Failure to          establishment of manufacturing  and marketing
Effectively Manage The             infrastructures   and  the   development   of
Implementation and Growth of       efficient  delivery systems.  Because we have
Our Business Could Disrupt Our     only recently  completed the  development  of
Operations And Prevent Us From     the  Guitron and have yet to make any Guitron
Generating The Revenues We         sales, these  infrastructures and systems are
Expect.                            not yet fully in place.  If we are successful
                                   in 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


                                       11


                                   marketing and sales personnel.  If we fail to
                                   manage our growth successfully,  our business
                                   will suffer.

The Guitron Is Our Only            We have yet to make any sales of the Guitron,
Product. If It Does Not            which  is  our  only  product.   We  have  no
Achieve Broad Market               potential  sources of revenues  from anything
Acceptance, Our Anticipated        other than  anticipated  sales of the Guitron
Future Revenue Growth And          and certain proposed accessory  products.  We
Profitability Will Suffer.         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  will be
                                   materially   and  adversely   affected.   See
                                   "Business - Sales and Marketing".

We Have Not Yet Obtained All       The  success of our  proposed  business  will
Of The Patents For Which We        depend in part upon our  ability  to  protect
Have Applied. Therefore We May     our proprietary Guitron  technology.  We have
Not Be Able To Protect Our         filed  patent   applications   seeking  U.S.,
Technology.                        Canadian and international patent protection.
                                   (see "Business - Patents and Trademarks"). On
                                   February 20, 2001, a US patent was granted to
                                   us for our patent titled "electronic stringed
                                   musical  instrument" (Patent No.:US 6,191,350
                                   B1).  While we expect that our other  patents
                                   will be  granted,  we are  unable to give any
                                   assurance that this will in fact be the case.
                                   Nor can we predict how long the patent review
                                   process will take.  Even if our other patents
                                   are granted,  there can be no assurance  that
                                   they will provide meaningful  protection over
                                   competing  products  or that we will have the
                                   resources  to defend them by bringing  patent
                                   infringement  or  other  proprietary   rights
                                   actions.

If We Are Unable To Compete        Our ability to generate  revenues and operate
Effectively With Traditional       profitably  will be  directly  related to our
Acoustic And Electric Guitars,     ability   to   compete    effectively    with
We Will Not Be Able To             traditional  acoustic and  electric  guitars.
Generate Revenues Or Profits.      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   traditional   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


                                       12


                                   the Guitron  and our ability to  successfully
                                   develop and exploit such  acceptance.  We can
                                   give  no  assurance  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.   See
                                   "Business--Competition."

Since We Will Manufacture Our      We intend to produce and market our  products
Products In Canada And Sell        in  Canada.  This  will  make us  subject  to
Them In The United States And      various risks  associated with  international
Canada, Our Business Will Be       operations. These include changes in currency
Affected By Currency Exchange      exchange   rates,   which  will   affect  any
Rates And Other Factors.           payments to or by us which are made or valued
                                   in  Canadian  dollars.  If and  when we begin
                                   selling our Canadian-manufacturered  products
                                   in the United States, we may also be affected
                                   by  changes  in  tariff  rates  and  possible
                                   instability  of  the  political   climate  or
                                   economic  environment  outside  of the United
                                   States.  This could have an adverse effect on
                                   our  revenues or asset values in terms of the
                                   U.S.  dollar.  To  a  lesser  extent  social,
                                   political  and economic  conditions in Canada
                                   or the United  States could cause  changes in
                                   U.S.   or  Canadian   laws  and   regulations
                                   relating to foreign investment and trade. See
                                   "Business".

We Have Entered, And In The        Since  our  inception,  we  have  on  several
Future We May Continue To          occasions  entered into transactions with our
Enter, Into Transactions With      officers,  directors,  principal shareholders
Related Parties; All Such          and other affiliated  parties including those
Transactions May Involve           transactions   discussed   in  the   "Certain
Inherent Conflicts Of Interest     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  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              Our performance and future operating  results
Dependent On The Performance       are substantially  dependent on the continued
And Continued                      service and performance of Richard Duffy, our
                                   president and chief executive officer. To the
                                   extent  that


                                       13


Service Of Our President,          Mr. Duffy's services become unavailable,  our
Other Officers And Other Key       business  or   prospects   may  be  adversely
Employees And Our Ability To       affected.   Mr.   Duffy  has  a  fixed   term
Attract And Retain Skilled         employment agreement with us. His contract is
Personnel.                         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             The offering under this  Prospectus can close
Financing Which May Not Be         on the sale of the minimum of 250,000 shares,
Available And, If Available,       which would yield  approximately  $210,000 in
Might Only Be Available On         net proceeds.  If we close on the sale of the
Unfavorable Terms                  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  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".


                                       14


We Expect A Substantial            Because of our early stage of development, we
Increase In Expenses And May       expect to continue to incur operating  losses
Not Achieve Significant            and to have a negative  cash flow  unless and
Profitability, Which May Cause     until  we are  able to  generate  substantial
Our Stock Price To Fall.           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
                                   commenced  marketing  activities during March
                                   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,      We were  organized  in  August  1997 and have
Have Incurred Losses From          never generated any revenues from operations.
Inception, And Expect to           Instead  we have been  dependent  on debt and
Continue To Incur Losses In        equity  funding from lenders and investors to
The Future. This Could Drive       allow us to conduct developmental operations.
The Price Of Our Stock Down.       We  have  therefore   incurred   losses  from
                                   inception.  As of January 31, 2001, we had an
                                   accumulated  deficit of  $(2,103,459)  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 January 31, 2001,
                                   we had total  current  assets of $182,382 and
                                   total  current  liabilities  of $312,449 or a
                                   negative  working  capital  of  approximately
                                   $130,067. If we fail to establish profitable


                                       15


                                   operations and continue to incur losses,  the
                                   price of our common  stock  could be expected
                                   to fall.

We Received An Opinion From        Our audited financial statements for the year
Our Accountants As Of November     ended July 31,  2000,  which are  included in
21, 2000 Which Raises Doubt        this  prospectus,  indicate  that  there  was
About Our Ability to Continue      substantial  doubt as of  November  21,  2000
After Such Date as a Going         about  our  ability  to  continue  as a going
Concern.                           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 business 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           A substantial portion of the proceeds of this
Substantial Discretion Over        offering  will  be  applied  to  our  working
The Use of Proceeds 0f This        capital.  Moreover,  management may apply the
0ffering and May Not Apply         proceeds of this offering for purposes  other
Them Effectively                   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     We have  arbitrarily  set the public offering
The Public Offering Price Of       price of the  common  stock  being sold under
The Shares. Such Price May Not     this prospectus.  The price does not bear any
Accurately Reflect the             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


                                       16


Present Value of These Shares.     the  common  stock  by   comparison  to  this
The Future Market Price Of The     initial   public    offering    price.    See
Shares May Be Lower Than The       "Description of Securities".
Public Offering Price.

There Has Been No Prior Public     There  has  been  no  public  market  for our
Market For Our Common Stock.       common  stock  and our  common  stock  is not
Unless Such Market Develops,       presently   listed   for   trading   on   any
You May Not Be Able To Sell        recognized  exchange  or  market.   While  we
Your Shares And Even If Such       expect that, following the completion of this
Market Should Develop, Our         offering,  our common stock will be traded in
Stock Price May Decline After      the  over-the-  counter  market and quoted on
This Offering.                     the OTC  Bulletin  Board,  an active  trading
                                   market may not develop or be maintained. Even
                                   if  a  market  for  our  common   stock  does
                                   develop, the market price of the common stock
                                   following   this   offering   may  be  highly
                                   volatile.  Failure to develop or  maintain an
                                   active  and  reliable  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.

We Are Not, And May Never Be,      We are not  presently,  and it is likely that
Eligible For NASDAQ Or Any         for the  foreseeable  future  we will not be,
National Stock Exchange.           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.

Immediately After This             Any  investment  in  this  offering  will  be
Offering, the Book Value Of        substantially   diluted  because  the  public
Every Share Sold Will Be           offering  price of our shares is higher  than
Substantially Less Than the        the  prices  paid by our  founders  and prior
$1.00 Offering Price. This         investors  and exceeds the per share value of
Will Substantially Dilute the      our   net   tangible    assets.    Therefore,
                                   immediately  after  this  offering  the  book
                                   value  of the  shares  will be  substantially
                                   less than the $1.00 per share offering price.
                                   If the minimum  number of


                                       17


Investment Of Every Purchaser      250,000  shares  are sold,  the book value of
In This Offering.                  each  share  sold  in this  offering  will be
                                   approximately  $1.049 less than the  offering
                                   price.  If the  maximum  number of  1,000,000
                                   shares are sold, the book value of each share
                                   sold in this offering  will be  approximately
                                   $.97 less  than the  offering  price.  In the
                                   future, the book value of these shares may be
                                   further  reduced by the exercise of presently
                                   outstanding  stock  options  and 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        Outstanding  stock  options  could  adversely
Common Stock Will Result In        affect  the  terms  on  which  we can  obtain
Dilution To Other Holders Of       additional  financing,  and  the  holders  of
Common Stock.                      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  10,872,885  shares
                                   of common stock. In addition, as of April 16,
                                   2001, 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  approximately
                                      $.21 per share.

                                      Stock options held by  unaffiliated  third
                                      parties  to  purchase  an   aggregate   of
                                      195,000 shares of common stock,  each with
                                      an exercise  price of  approximately  $.21
                                      per share.

Sales of Shares Eligible For       We  presently  have  issued  and  outstanding
Future Sale Could Depress The      9,872,885  shares  of our  common  stock  and
Market Price Of Our Common         options to purchase an  additional  1,413,750
Stock                              shares at an exercise price of  approximately
                                   $.21 per share.  3,026,660 of these 9,872,885
                                   shares,  plus an  additional  276,250  shares
                                   underlying   outstanding  options,   will  be
                                   freely tradeable by the Selling  Shareholders
                                   following  the   completion  of  this  public
                                   offering   (see   "Selling    Shareholders").
                                   Subject to the resale  rules,


                                       18


                                   an  additional   1,800,000   shares  will  be
                                   tradeable  under SEC Rule 144  following  the
                                   completion  of  this  public  offering.   The
                                   balance  of  4,981,875  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         Assuming the sale of all 1,000,000  shares of
Issue Additional Shares Of Our     our  common  stock  offered  hereby  and  the
Common Stock Without The           exercise  of all of our  1,413,750  presently
Consent Of Any Of Our              outstanding  stock  options,   we  will  have
Shareholders; This Could           7,713,365  authorized but unissued  shares of
Result In The Dilution Of Your     common stock.  Our board of directors has the
Voting Power And Could             power to issue any or all of these  7,713,365
Decrease The Value Of Your         shares without  shareholder  approval.  If we
Shares                             issue  any  additional  common  shares,   the
                                   percentage  of ownership and the voting power
                                   of   each   other   common   share   will  be
                                   proportionately reduced and the book value or
                                   market price of the outstanding common shares
                                   could also be reduced.  See  "Description  of
                                   Securities".

All Subscriptions Will Be Held     If the  minimum of  250,000  shares are sold,
In Escrow Until We Sell At         the remaining  750,000 shares will be offered
Least The Minimum Number Of        until:  (i) all of the shares are sold;  (ii)
Shares; If We Fail To Do So,       the  offering   period  ends;  or  (iii)  the
We Will Have To Withdraw The       offering  is  terminated  by  us,   whichever
Offering And Subscribers Will      occurs first.  There is no assurance that the
Have Lost The Use Of               minimum  number  of  250,000  shares  will be
                                   sold.   If  they  are  not  sold  within  the
                                   offering  period  (30  days  or  45  days  if
                                   extended), subscribers' funds may be escrowed
                                   for  the  entire  offering  period  and  then
                                   returned without  interest.  Subscribers will
                                   not have the use of any


                                       19


Their Money For A Period of        funds paid during the subscription period. In
Up To 45 Days                      the event we are  unable to sell the  minimum
                                   number  of  shares  we  will   withdraw   the
                                   offering and refund all subscription payments
                                   without interest.

Our Common Stock Is A "Penny       If a public  market  develops  for our common
Stock," And Compliance With        stock,  it will be in  what is  known  as the
Requirements For Dealing In        over-the-counter  market and,  trading of our
Penny Stocks May Make It           stock will be quoted in the  Over-the-Counter
Difficult For Holders Of Our       Bulletin  Board of the NASD. At least for the
Common Stock To Resell Their       foreseeable  future, our common stock will be
Shares.                            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:

                                   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


                                       20


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

Management Will Continue To        The  interests of management  could  conflict
Control Us After the Public        with the interests of our other stockholders.
Offering And Their Interests       After  this   offering,   our   officers  and
May Be Different From And          directors will  beneficially own, directly or
Conflict With Yours                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     We are not, and after the public offering, we
Be Able To Take Shareholder        will not be,  subject to the SEC Proxy Rules.
Actions Without Giving Prior       We  will   therefore  be  able  to  take  any
Notice To Any Other                shareholder   action   which   requires   the
Shareholders. Therefore, You       approval of the Shareholders by obtaining the
Will Not Have Advance Notice       consent of the holders of the majority of our
Of Actions Which You May           shares.  We will  not have to give any of the
Believe Are Bad For Your           other  shareholders  prior notice or a chance
Investment In The Company.         to  vote.  Our  only  obligation  will  be to
                                   notify the other shareholders  promptly after
                                   the action  has been  taken.  Therefore,  you
                                   will not have advance notice of actions which
                                   you may believe  are bad for your  investment
                                   in the Company.  As a result, you will not be
                                   able to take any preventive measures, such as
                                   selling  your  shares,  before  the action is
                                   effective.


                                       21


                         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 and the
reviewed  financial  statements  for the six month period ended January 31, 2001
treat The Guitron  Corporation as our  predecessor  and give prior 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%

(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.


                                       22


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  9,872,885  shares of common  stock  issued and  outstanding  held by
approximately 55 persons.  An additional  1,413,750 shares of common stock would
be subject to issuance upon exercise of  outstanding  stock  options.  3,302,910
shares,  including 276,250 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 January 31, 2001. 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 January 31, 2001,  we had a net tangible  book value of  $(670,182)  or
$(.068) per share.  Net tangible book value per share  represents  the amount of
our total tangible  assets,  minus total  liabilities,  divided by the 9,872,885
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 January 31, 2001 would have been $(.047) per share, representing an immediate
increase of $.021 per share to present stockholders and an immediate dilution of
$1.047 per share to the public  stockholders  from the  public  offering  price.
After giving effect to the sale of the


                                       23


maximum number of Shares offered hereby  (1,000,000  Shares),  the pro forma net
tangible  book  value at  January  31,  2001  would  have been  $.03 per  share,
representing  an immediate  increase of $.098 per share to present  stockholders
from the public  offering  and an  immediate  dilution  of $.97 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             $ (.068)
         Increase attributable to public stockholders                  $  .021
         Pro forma net tangible book value after Offering              $ (.047)
         Dilution to public stockholders                               $ 1.047

      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             $ (.068)
         Increase attributable to public stockholders                  $  .098
         Pro forma net tangible book value after Offering              $  .03
         Dilution to public stockholders                               $  .97

      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       9,872,885        97.53%(minimum)            $994,926         79.92%(minimum)        $.101
                                            90.8% (maximum)                             49.87%(maximum)
New stockholders           250,000           2.47%                     $250,000         20.08%                 $1.00
(minimum offering)

New stockholders
(maximum offering)         1,000,000         9.2%                    $1,000,000         50.13%                 $1.00



                                       24



                                                                                                
TOTAL (MINIMUM)            10,122,885       100%                       $1,244,926         100%                 $.1235

TOTAL (MAXIMUM)            10,872,885       100%                       $1,994,926         100%                 $.1843


                                 CAPITALIZATION

      The  following  table  sets  forth,  as  of  January  31,  2001,  (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.



                                          January 31, 2001
                                          ----------------
                                                                    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,
9,872,885 shares outstanding,
10,122,885 shares outstanding (as
adjusted minimum), 10,872,885
shares outstanding (as adjusted
maximum)                                     $     9,873     $    10,123     $    10,873

Additional paid-in capital                   $ 1,409,042     $ 1,618,792     $ 2,368,042
Accumulated deficit                          $(2,103,459)    $(2,103,459)    $(2,103,459)
Unrealized gain on foreign exchange          $    14,362     $    14,362     $    14,362
Total stockholders' equity                   $  (670,182)    $  (460,182)    $   289,818


                                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  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.


                                       25


                                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 second 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 January 31, 2001 we
had a working  capital  deficit  of  $130,067,  and had  expended  approximately
$1,034,153 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. All of our marketing and sales personnel  requirements  however,
will be outsourced.  (See  "Business-Sales  and  Marketing")  The receipt of the
maximum offering proceeds together with expected revenues 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


                                       26


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 commenced in March 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 second
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 we will succeed in this endeavor.

      During the latter part of the first  quarter of 2001 and  continuing  into
the second quarter,  individual,  national and international  retailers have and
will be visited and provided with marketing packages.  Marketing efforts will be
concentrated  on securing  orders from these  retailers  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.

      During  the latter  part of the second  quarter or early part of the third
quarter  of 2001  we will  also  attempt  to  enter  into  distribution  service
contracts 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.


                                       27


                                    BUSINESS

Overview

      We are a  development  stage  company  which is  poised to launch a unique
musical instrument known as the Guitron. We have had no operating revenues since
our  inception  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.  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. In March 2001 we commenced
marketing  activities  respecting the Guitron. As at January 31, 2001, since our
inception we had expended  approximately  $1,034,153 on research and development
of the Guitron and had incurred losses of approximately $2,113,394. 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  accounts  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".

      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


                                       28


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.

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.  With the exception of Michael Ash, our  secretary,  treasurer,
and a director,  the  management of these two  corporations  is identical.  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     2,238,026  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 7,273,585 shares of
            our common stock; and

      o     435,000 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
            1,413,750   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


                                       29


            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  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.  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;


                                       30


      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 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  commenced  marketing  of the  Guitron  in March  2001 and
anticipate  making our first  product  sales in or about May 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.


                                       31


      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.

      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


                                       32


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 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 initial  filing  date.  This patent was granted on February 20, 2001 (Patent
No.: US 6,191,350 B1). 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 our  outstanding
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.


                                       33


Sales and Marketing

      We commenced market introduction of our three Guitron models; the electric
Guitron,  acoustic Guitron and children's Guitron during March 2001. Our initial
test markets are Quebec, Canada and the Northeastern United States which will be
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.

      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 (the "Pilote Marketing Agreement"). 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 following:

      o     reimbursement of all approved out of pocket expenses incurred by Mr.
            Pilote and his affiliates in connection  with the performance of the
            contract;

      o     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

      o     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.


                                       34


      This additional compensation consists of the following:

      o     For the first Cdn  $900,000 in net 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
            Marketing  Agreement,  the  right to  receive  1,000  shares  of The
            Guitron Corporation (3,250 shares of Guitron International Inc. on a
            post acquisition  basis),  for every Cdn $100,000  (approximately US
            $66,540) in net receipts realized by us.

      o     For the first Cdn  $900,000 in net 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
            Marketing  Agreement,  the right to receive a sales commission equal
            to 3% of the net receipts realized by us.

      o     Subsequent to our net receipt of Cdn $900,000 resulting from 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  Marketing  Agreement,  the right to
            receive a sales commission equal to 6% of the net receipts  realized
            by us.

      The  Chankowsky  Marketing and  Consulting  Agreement  between The Guitron
Corporation  and Marvin  Chankowsky  was entered into as of September  29, 1999.
(the "Chankowsky  Marketing  Agreement") It has a thirty month term commenced in
March 2001. The Chankowsky  Marketing  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  Chankowsky
Marketing Agreement.


                                       35


      This additional compensation consists of the following:

      o     For the first Cdn $2, 640,000 in net Guitron sales that are directly
            related  to  the  marketing   efforts  of  Mr.  Chankowsky  and  his
            affiliates,  within the applicable sales territory,  during the term
            of the Chankowsky Marketing  Agreement,  the right to receive 10,000
            shares  of  The  Guitron   Corporation  (32,500  shares  of  Guitron
            International  Inc.  on a post  acquisition  basis)  for  every  Cdn
            $100,000 (approximately US $66,540) in net receipts realized by us.

      o     For the first Cdn $2, 640,000 in net Guitron sales that are directly
            related  to  the  marketing   efforts  of  Mr.  Chankowsky  and  his
            affiliates,  within the applicable sales territory,  during the term
            of the Chankowsky Marketing Agreement,  the right to receive a sales
            commission equal to 2% of the net receipts realized by us.

      o     Subsequent  to our net  receipt  of Cdn  $2,640,000  resulting  from
            Guitron sales that are directly related to the marketing  efforts of
            Mr.  Chankowsky  and his  affiliates  within  the  applicable  sales
            territory,  during the term of the Chankowsky  Marketing  Agreement,
            the  right  to  receive  a sales  commission  equal to 6% of the net
            receipts realized by us.

      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,  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.


                                       36


      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.

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.  During the fiscal year ending July 31,
2001 we anticipate spending  approximately $165,000 on research and development,
approximately $82,005 of which had been spent as of January 31, 2001.


                                       37


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 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,  $73,155,  and  $119,764 in tax credits for the fiscal years ended July
31, 1998, July 31, 1999, and July 31, 2000.


                                       38


      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:

      o     approximately  $6,862 of the loan was due and payable on January 31,
            2001.  This  amount  has yet to be paid but is  expected  to be paid
            shortly;

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

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

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

      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.


                                       39


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  April  16,  2001  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 lease expired on March
31, 2001 but was extended through June 30, 2001. We have an option to extend the
lease for an additional three month period.  We may enter into a long term lease
in the future.  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 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.


                                       40


                                  MANAGEMENT

Directors, Officers, Key Employees and Consultants.

      The following table provides  certain  information,  as of April 16, 2001,
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

      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.


                                       41


      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 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


                                       42


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  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.


                                       43


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) 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.


                                       44


                             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  fees  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.

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.


                                       45


      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.  19,800 of these
options were exercised in January 2001 at a price of Cdn $1.00 (approximately US
$.67) per share  resulting  in the  issuance  of  19,800  shares of The  Guitron
Corporation. 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.  Except as discussed above, 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
$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


                                       46


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 January 31, 2000 there was
an outstanding principal loan balance due to Productions Polyart  International,
Inc. of approximately $80,700 and $79,354, 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


                                       47


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  will be  employed  as our
secretary, treasurer and chief financial officer on a non-salaried basis through
December 6, 2001. 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 $.67) 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 $.67) 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 $.67) 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 $.67) per share.

      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 $1.00 (approximately US$.67) 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 $.67)
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.


                                       48


      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 $6,700)
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.

      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 January 31, 2001,  respectively,  the approximate principal balance
owed by us on these  loans was  approximately  $82,044  and  $155,267 to Richard
Duffy,  $135,290 and $135,290 to France B. Fasano,  and $117,278 and $117,278 to
Ashbyrne 2000 Limited.


                                       49


                             PRINCIPAL STOCKHOLDERS

      The  following  table  provides  certain  information  with respect to the
beneficial ownership of our common stock known by us as of April 16, 2001, 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 April 16, 2001
and all  shares  of our  common  stock  issuable  to the  holder in the event of
exercise  of  outstanding  options  owned by that person  which are  exercisable
within 60 days of April 16,  2001.  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%
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

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


                                       50


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 April 16, 2001 , 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 April 16, 2001 and all shares of our common stock issuable to the
holder in the event of exercise of  outstanding  options owned by that person at
April 16, 2001 which are exercisable within 60 days of April 16, 2001. 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.(24)            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.(25)                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.(26)                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  1,413,750
      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  1,413,750
      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)  Bartholomew  Investments Ltd. is a corporation  beneficially  owned by the
      family of Terence C. Byrne.

(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) 162,500  shares  issuable  upon the exercise of stock options owned by
      David L. Rosentzveig, each of which is


                                       53


      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 Edward 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.   The
      corporation  is owned by  approximately  30 partners  from the law firm of
      Mendelsohn, Rosentzveig & Schacter.

(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%

(24)  C.C.J. Investments Ltd. is a corporation owned by Manuel Schacter

(25)  3517942 Canada Inc. is a corporation owned by Lynda Godon

(26)  Zax Management Ltd. is a corporation owned by Max Rosentzveig.

                            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 April 16, 2001,  we had
issued  and  outstanding   2,599,300  shares  of  Common  Stock.   Assuming  the
acquisition  of The Guitron  Corporation  had taken place on April 16, 2001, and
further assuming that all presently outstanding options of The


                                       54


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.

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 435,000 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 1,413,750  shares of our common
stock.  All 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


                                       55


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 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


                                       56


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 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


                                       57


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  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,


                                       58


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  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.


                                       59


      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  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 10,872,885
shares of common stock issued and  outstanding.  Of these shares,  the 1,000,000
shares sold in the  offering  together  with all shares that can be sold in this
offering  by  the  selling   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.  Subject  to the  resale  rules,
1,800,000  of  our  presently   outstanding  shares  of  Common  Stock  will  be
immediately  eligible  for sale  under  Rule  144.  Thereafter,  upon the  first
anniversary  date of our acquisition of The Guitron  Corporation,  all shares of
our common  stock that are issued in the  acquisition  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
have rendered 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


                                       61


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  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

Balance Sheet as of January 31, 2001                                         F12

Statements of Operations for the

six months ended January 31, 2001 (unaudited)
and for the period August 20, 1997
(Date of Inception)
to January 31, 2001 (unaudited)                                              F13

Statements of Stockholders Equity (Deficit)

for the years ended July 31, 1999 and July 31, 2000

and for the six months ended January 31, 2001 (unaudited)                    F14

Statements of Cash Flows for the six months

ended January 31, 2001 (unaudited) and for the period

August 20, 1997(Date of Inception) to January 31, 2001

(unaudited)                                                                  F15

Notes to Financial Statements                                                F17


                                       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
years 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


                                      F-1


                           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          5,594
  Additional paid-in-capital                           1,359,422        357,622
  Deficit accumulated during the development stage    (1,899,558)      (631,155)
  Unrealized gain on foreign exchange                     12,580         10,642
                                                     -----------    -----------
                                                        (517,747)      (257,297)
                                                     -----------    -----------
                                                     $   185,714    $   100,658
                                                     ===========    ===========

                        See notes to financial statements


                                      F-2


                           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                       $      (.16)   $      (.07)   $      (.34)
Weighted average shares of common
 stock outstanding                             8,088,365      4,863,970      5,651,489
                                             ===========    ===========    ===========


                        See notes to financial statements


                                      F-3


                           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                4,579,790   $     4,580   $    (4,303)   $        --    $        --    $       277
Stock issued for services                  69,875            70         4,238             --             --          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                4,649,665         4,650        76,015       (310,060)        11,979       (217,416)

Issuance of common stock                  653,250           653       126,354             --             --        127,007
Stock issued for services                 290,728           291        59,069             --             --         59,360
Government grants                              --            --        96,184             --             --         96,184
Unrealized loss on foreign exchange            --            --            --             --         (1,337)        (1,337)
Net loss for year                              --            --            --       (321,095)            --       (321,095)
                                      -----------   -----------   -----------    -----------    -----------    -----------
Balance at July 31, 1999                5,593,643         5,594       357,622       (631,155)        10,642       (257,297)

Issuance of common stock                  801,287           801       165,003             --             --        165,804
Stock issued for services               3,413,605         3,414       717,592             --             --        721,006
Government grants                              --            --       120,931             --             --        120,931
Unrealized loss on foreign exchange            --            --            --             --            212            212
Net 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


                                      F-4


                           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


                                      F-5


                           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:

                                                                    Cumulative
                                                                    Period from
                                                                     August 20,
                                        Year          Year             1997
                                        Ended         Ended          (Date of
                                       July 31,      July 31,      Inception) to
                                        2000           1999        July 31, 2000
                                      -------         -------      -------------
Interest paid                         $14,106         $10,595         $30,620
                                      -------         -------         -------
Income taxes paid                     $     0         $     0         $     0
                                      -------         -------         -------

                        See notes to financial statements


                                      F-6


                           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.

         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.


                                      F-7


                           GUITRON INTERNATIONAL, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements

Note 1 - Summary of Accounting Policies (continued)
         Property and Equipment (continued)

         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.

         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.


                                      F-8


                           GUITRON INTERNATIONAL, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements

Note 1 - Summary of Accounting Policies (continued)
         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.

         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.


                                      F-9


                           GUITRON INTERNATIONAL, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements

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
                                                                      ========
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.


                                      F-10


                           GUITRON INTERNATIONAL, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements

Note 8-  Stock Option (continued)
         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 based on
         applications  submitted by the company.  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.

         The Company entered into two marketing agreements as follows:

            1.)   Effective September 1, 1999 through August 31, 2001, for every
                  $100,000 of net receipts,  the  individual  will receive 1,000
                  shares of Guitron Canada common stock (3,250 shares of Guitron
                  International)  with a maximum of 9,000 Guitron  Canada shares
                  (29,250 shares of Guitron International).

            2.)   Effective for a 30-month term when the commercial  development
                  of the  Guitron  has been  completed  (March  2001)  for every
                  $100,000 of net receipts the  individual  will receive  10,000
                  shares  of  Guitron  Canada  common  stock  (32,500  shares of
                  Guitron  International)  with a  maximum  of  264,000  Guitron
                  Canada Shares (858,000 shares of Guitron International).

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.


                                      F-11


                           GUITRON INTERNATIONAL, INC.
                          (A Development Stage Company)

                                  Balance Sheet
                                January 31, 2001

                                     Assets

Current assets
Cash                                                                $    60,150
Sales tax receivable                                                     11,863
R&D Investment tax credit receivable                                     97,717
Inventory                                                                12,652
                                                                    -----------
                                                                        182,382

Property and equipment, at cost, net of accumulated
depreciation and amortization                                            23,237

Other assets
Security deposits                                                           742
                                                                    -----------
                                                                    $   206,361
                                                                    ===========

                  Liability and Stockholders' Equity (Deficit)

Current liabilities
Current portion of long-term debt                                   $     6,698
Accounts payable and accrued expenses                                   305,751
                                                                    -----------
                                                                        312,449
                                                                    -----------
Other liabilities
Long term debt (net of current portion)                                  60,282
Loans from affiliated companies                                          79,354
Loan from officers                                                      424,458
                                                                    -----------

                                                                        564,094
                                                                    -----------

Stockholders' equity (deficit)
Common stock-20,000,000 shares authorized,
 9,872,885hares issued and outstanding                                    9,873
Additional paid-in-capital                                            1,409,042
Deficit accumulated during the development stage                     (2,103,459)
Unrealized gain on foreign exchange                                      14,362
                                                                    -----------
                                                                       (670,182)
                                                                    -----------
                                                                    $   206,361
                                                                    ===========


                                      F-12


                           GUITRON INTERNATIONAL, INC.
                          (A Development Stage Company)

                            Statements of Operations

                                                                    Cumulative
                                                                    Period from
                                                        Six         August 20,
                                                       Months       1997 (Date
                                                       Ended       of inception)
                                                     January 31,     To January
                                                        2001          31, 2001
                                                    -----------     -----------
Revenue                                             $        --     $        --
                                                    -----------     -----------
Operations
  General and administrative                            113,999       1,039,437
  Depreciation and amortization                           3,148          12,782
  Research and development                               82,005       1,034,153
                                                    -----------     -----------
Total expenses                                          199,152       2,086,374
                                                    -----------     -----------
Loss before other income and expenses                  (199,152)     (2,086,374)

Other expenses
  Interest expense                                       (4,749)        (35,369)
                                                    -----------     -----------
Net loss                                               (203,901)     (2,121,743)

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

Net loss and Comprehensive loss                     $  (203,901)    $(2,103,459)
                                                    ===========     ===========
Net loss and Comprehensive
 loss per common share                              $      (.02)    $      (.34)

Weighted average shares of common
stock outstanding                                     9,818,677       6,265,882
                                                    ===========     ===========


                                      F-13


                           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                4,579,790   $     4,580   $    (4,303)   $        --   $         --    $       277
Stock issued for services                  69,875            70         4,238             --             --          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                4,649,665         4,650        76,015       (310,060)        11,979       (217,416)

Issuance of common stock                  653,250           653       126,354             --             --        127,007
Stock issued for services                 290,728           291        59,069             --             --         59,360
Government grants                              --            --        96,184             --             --         96,184
Unrealized loss on foreign exchange            --            --            --             --         (1,337)        (1,337)
Net loss for year                              --            --            --       (321,095)            --       (321,095)
                                        ---------   -----------   -----------    -----------    -----------    -----------
Balance at July 31, 1999                5,593,643         5,594       357,622       (631,155)        10,642       (257,297)

Issuance of common stock                  801,287           801       165,003             --             --        165,804
Stock issued for services               3,413,605         3,414       717,592             --             --        721,006
Government grants                              --            --       120,931             --             --        120,931
Unrealized loss on foreign exchange            --            --            --             --            212            212
Net 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)

Issuance of common stock                   64,350            64        11,376             --             --         11,440
Government grants                              --            --        36,518             --             --         36,518
Unrealized loss on foreign exchange            --            --            --             --          3,508          3,508
Net loss for year                              --            --            --       (203,901)            --       (203,901)
                                        ---------   -----------   -----------    -----------    -----------    -----------
Balance at January 31, 2001             9,872,885   $     9,873   $ 1,409,042    $(2,103,459)   $    14,362    $  (670,182)
                                        =========   ===========   ===========    ===========    ===========    ===========



                                      F-14


                           GUITRON INTERNATIONAL, INC.
                          (A Development Stage Company)

                            Statements of Cash Flows

                                                                    Cumulative
                                                                   Period from
                                                                    August 20,
                                                        Six           1997
                                                       Months       (Date of
                                                       Ended      Inception) to
                                                    January 31,    January 31,
                                                       2001           2001
                                                    -----------    ------------
Cash flows from operating activities:
  Net loss                                          $  (203,901)   $(2,103,459)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
  Depreciation and amortization                           3,148         12,782
  Stock issued in exchange for services                      --        784,674
  Unrealized gain on foreign exchange                     3,508         14,362
  Early extinguishments of debt                              --        (18,284)

Change in assets and liabilities:
  (Decrease) increase in:
  Sales tax receivable                                   12,421        (11,863)
  R&D investment tax credit receivable                   22,047        (97,717)
  Inventory                                              (4,163)       (12,652)
   Increase in:
   Accounts payable and accrued expenses                 84,582        305,751
                                                    -----------    -----------
Net cash used in operating activities                   (82,358)    (1,126,406)
                                                    -----------    -----------
Cash flow from investing activities:
  Purchase of property and equipment                     (1,413)       (36,019)
  Decrease in security deposits                           3,112           (742)
                                                    -----------    -----------
Net cash used in investing activities                     1,699        (36,761)
                                                    -----------    -----------
Cash flows from financing activities:
  Proceeds from notes payable                                --         80,133
  Proceeds from long-term debt                               --        115,566
  Payments on long-term debt                                 --       (128,718)
  Loans from affiliated companies                            --         94,426
  Payments to affiliated companies                       (1,346)       (15,073)
  Loans from directors                                   89,846        424,458
  Proceeds from issuance of common stock                 11,440        304,528
  Proceeds from grants                                   36,518        329,713
  Proceeds from insurance company                            --         18,284
                                                    -----------    -----------
   Net cash provided by financing activities            136,458      1,223,317
                                                    -----------    -----------
   Net increase in cash and cash equivalents             55,799         60,150

  Cash and cash equivalents - beginning
    of period                                             4,351             --
                                                    -----------    -----------
Cash and cash equivalents - end of period           $    60,150    $    60,150
                                                    ===========    ===========


                                      F-15


                           GUITRON INTERNATIONAL, INC.
                          (A Development Stage Company)

                      Statements of Cash Flows (continued)

Supplemental Disclosure of Non-Cash Activities:

Supplemental Disclosure of Cash Flow Information:

                                                                 Cumulative
                                                                Period from
                                                                 August 20,
                                              Six                  1997
                                             Months              (Date of
                                             Ended             Inception) to
                                          January 31,            January 31,
                                             2001                  2001
                                         ------------           ----------

  Interest paid                          $      4,749           $   35,369
                                         ============           ==========
  Income taxes paid                      $         --           $       --
                                         ============           ==========


                                      F-16


                           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 January 31, 2001 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  January  31,  2001  and at the  time  of  the  acquisition,  the
         following  securities are and will be issued and outstanding in Guitron
         Canada:  (i) not more than  2,238,026  Guitron  Canada  shares and (ii)
         Guitron  Canada  Stock  Options to purchase  not more  435,000  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 7,273,585 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  1,413,750  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 January 31, 2001, the carrying
         value of all financial  instruments  was not materially  different from
         fair value.

         Development Stage

         At January 31, 2001 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.

         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 January 31, 2001 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.


                                      F-17


                           GUITRON INTERNATIONAL, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements

Note 1 - Summary of Accounting Policies (continued)
         Property and Equipment (continued)

         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.

         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 six months ended  January 31, 2001,  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 2001,
         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 1,413,750  shares were not included in loss
         per share calculations, because to do so would have been anti-dilutive.


                                      F-18


                           GUITRON INTERNATIONAL, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements

Note 1 - Summary of Accounting Policies (continued)
         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
         $2,100,000 as of January 31, 2001,  expiring in the year 2016. 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 $ 97,717at  January 31,
         2001.

Note 2 - Going Concern

         As shown in the accompanying financial statements, the Company incurred
         a cumulative  net loss of  approximately,  $2,100,000 as of January 31,
         2001.  In  addition,  the  Company  has a negative  working  capital of
         approximately  $130,000 and a stockholders'  deficit of  approximately,
         $670,000.

         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  January  31,  2001  property  and  equipment  consisted  of  the
         following:

         Samples                                                   $    10,189
         Furniture, fixtures and equipment                               7,854
         Leasehold improvements                                          2,258
         Computer                                                       15,729
                                                                   -----------
                                                                        36,030
         Less accumulated depreciation and amortization                 12,793
                                                                   -----------
                                                                   $    23,237
                                                                   ===========

         Depreciation and amortization  expense charged to operations was $3,148
         for the six months ended January 31, 2001.


                                      F-19


                           GUITRON INTERNATIONAL, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements

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 January 31, 2001 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
                                                                      =========

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 -Stock Option

         The Company has stock options  outstanding to purchase 1,413,750 shares
         of common stock,  which expire at various dates through  November 2004,
         at an exercise price of $.21.


                                      F-20


                           GUITRON INTERNATIONAL, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements

Note 7 -Stock Option (continued)
        Compensatory Common Stock Options




                                                                              Compensation Cost
                                                                            For the Period Ended
                                                         Number of Shares      January 31, 2001
                                                         ----------------      ----------------

        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 period
         ended January 31, 2001                                 (64,350)                   --
                                                              ---------          ------------
        Balance at January 31, 2001                           1,413,750          $         --
                                                              =========          ============


Note 8 - Government Assistance

         The Company  receives  financial  assistance  from  Revenue  Canada and
         Revenue  Quebec in the form of scientific  research tax credit based on
         applications  submitted  by the  company.  During the six months  ended
         January  31,  2001  the  company   received  or  has   receivables   of
         approximately $97,000, which have been recorded as additional,  paid in
         capital. As of February 2001, the company received the amounts relating
         to the year end July 31, 2000.

Note 9 - 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 six months ended  January 31, 2001  amounted to
         $20,467.

         The Company entered into two marketing agreements as follows:

            1.)   Effective September 1, 1999 through August 31, 2001, for every
                  $100,000 of net receipts,  the  individual  will receive 1,000
                  shares of Guitron Canada common stock (3,250 shares of Guitron
                  International)  with a maximum of 9,000 Guitron  Canada shares
                  (29,250 shares of Guitron International).

            2.)   Effective for a 30-month term when the commercial  development
                  of the  Guitron  has been  completed  (March  2001)  for every
                  $100,000 of net receipts the  individual  will receive  10,000
                  shares  of  Guitron  Canada  common  stock  (32,500  shares of
                  Guitron  International)  with a  maximum  of  264,000  Guitron
                  Canada Shares (858,000 shares of Guitron International).

Note 10- Loan from Officers

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

Note 11- 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
         January 31, 2001.

Note 12- 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.


                                      F-21


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

                                   ----------

                                 April 20, 2001

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

Until        ,2001 (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.




                           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


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


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 which were valued at an aggregate
of $424,000.  The shares  issued to Frances Katz Levine and Scott  Rapfogel were
issued in connection  with legal  services  which were valued at an aggregate of
$127,052.

      Pursuant to our  acquisition  of The Guitron  Corporation  which will take
place following the sale of the minimum  offering  amount,  all of the 2,238,026
then  issued and  outstanding  shares of The  Guitron  Corporation  will each be
exchanged for 3.25 shares of our common stock.  2,218,226 of 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. 19,800 of those
shares are held by 1 person who acquired them on January 2, 2001 pursuant to the
exercise of stock options at a price of 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 435,000
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 9 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


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 September 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


 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

*  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.

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


                                      II-5


           (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 430  A

           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


                                  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 April 19, 2001.

                                    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
Richard F. Duffy                    Board of Directors            April 19, 2001

/s/ Michael D.A. Ash                Treasurer, Chief Financial
- ------------------------            and Accounting Officer and    April 19, 2001
                                    Director
Michael D.A. Ash

Majority of the Board of Directors

/s/ Richard F. Duffy                Director
- ------------------------
Richard F. Duffy                                                  April 19, 2001

/s/ Michael D.A. Ash                Director
- ------------------------
Michael D.A. Ash                                                  April 19, 2001

/s/ France B. Fasano                Director
- ------------------------
France B. Fasano                                                  April 19, 2001

/s/ Edward Santelli                 Director
- ------------------------
Edward Santelli                                                   April 19, 2001

/s/ David L. Rosentzveig            Director
- ------------------------
David L. Rosentzveig                                              April 19, 2001


                                      II-7


                           GUITRON INTERNATIONAL INC.

                                  EXHIBIT INDEX


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  September  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.*






 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

*  Previously filed
** To be filed by amendment