As filed with the Securities and Exchange Commission on June 11, 2001 Registration No. 333-37904 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- POST-EFFECTIVE AMENDMENT NO. 1 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 (Primary Standard (I.R.S. Employer Jurisdiction of Industrial Classification Identification Number) Incorporation or Code Number) Organization) 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: / / 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-1 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.* 10.8 Escrow Agreement dated June 7, 2001 between the Company and Continental Stock Transfer & Trust Company 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 II-2 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 June 11, 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 June 11, 2001 /s/ Michael D.A. Ash Treasurer, Chief Financial and - -------------------- Accounting Officer and Director June 11, 2001 Michael D.A. Ash Majority of the Board of Directors /s/ Richard F. Duffy Director - -------------------- Richard F. Duffy June 11, 2001 /s/ Michael D.A. Ash Director - -------------------- Michael D.A. Ash June 11, 2001 /s/ Edward Santelli Director - ------------------- Edward Santelli June 11, 2001 /s/ David L. Rosentzveig Director - ------------------------ David L. Rosentzveig June 11, 2001 II-3 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.* 10.8 Escrow Agreement dated June 7, 2001 between the Company and Continental Stock Transfer & Trust Company 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