As filed with the Securities and Exchange Commission on June 11, 2001
Registration No. 333-37904
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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