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

                                   Form 10-KSB

                    ANNUAL REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the fiscal year ended June 30, 2001

                        Commission File Number 333-88083

                                 DECORIZE, INC.
                 (Name of small business issuer in its charter)

           Delaware                                         43-1931810
          -----------                                  -----------------------
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                          Identification No.)

   211 S. Union Street, Suite F
       Springfield, Missouri                                     65802
--------------------------------------                           -----
(Address of principal executive offices)                       (zip code)

Issuer's telephone number:     (417) 879-3326
                               --------------

Securities registered under Section 12 (b) of the Exchange Act: None

Securities registered under Section 12 (g) of the Exchange Act: None

Indicate by check mark whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No [ ]

Indicate by check mark if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

The issuer's revenues for its most recent fiscal period, the six months ended
June 30, 2001 were $842,274

The aggregate market value of the voting and non-voting common equity held by
non-affiliates, computed by reference to the last closing price at which common
equity was sold, as of September 25, 2001, was $11,412,615 (calculated by
excluding shares owned beneficially by directors and officers).

The number of shares of issuer's common equity outstanding as of September 25,
2001 was 10,161,443.

                       DOCUMENTS INCORPORATED BY REFERENCE

The following documents are incorporated by reference into the following parts
of this Form 10-KSB: None

Transitional Small Business Disclosure Format: Yes [X] No [ ]

Transition Period: January 1, 2001 to June 30, 2001

<PAGE>

                                TABLE OF CONTENTS

                                                                     Page No.
                                                                     --------
                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS-----------------------------------------2

ITEM 2.  DESCRIPTION OF PROPERTIES---------------------------------------9

ITEM 3.  LEGAL PROCEEDINGS----------------------------------------------10

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE
           OF SECURITY HOLDERS------------------------------------------10

                                    PART II

ITEM 5.  MARKET FOR COMON EQUITY AND RELATED
           STOCKHOLDER MATTERS------------------------------------------11

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS------------------------------13

ITEM 7.  FINANCIAL STATEMENTS-------------------------------------------20

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
           AND FINANCIAL DISCLOSURE-------------------------------------20

                                    PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
            CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A)
            OF THE EXCHAGE ACT------------------------------------------21

ITEM 10.  EXECUTIVE COMPENSATION----------------------------------------23

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
            OWNERS AND MANAGEMENT---------------------------------------27

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED
            TRANSACTIONS------------------------------------------------28

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K------------------------------29

SIGNATURES--------------------------------------------------------------34

                                       i
<PAGE>

                                     PART I


ITEM 1. DESCRIPTION OF BUSINESS
-------------------------------

Decorize, Inc. ("Decorize," the "Company" or the "Registrant") is a manufacturer
and wholesaler of imported home furnishings and home accent items. Our business
is comprised of three complementary operating entities: Decorize.com (a division
of Decorize, Inc.), GuildMaster, Inc. and Faith Walk Designs, Inc. Decorize.com
and GuildMaster are headquartered in Springfield, Missouri. Faith Walk Designs
is located in Houston, Texas.

We founded Decorize.com in March 2000 to create the first "source to business"
home furnishings and accents company serving both large and small U.S. retail
customers with products delivered directly from the Far East on orders as small
as $250. Our objective is to alter existing industry standards for delivery
times, product value, item uniqueness, and selection by using information
technology, leading-edge logistics and an innovative business model.

Our products are sourced from a network of manufacturing partners in the Far
East, principally from China, the Philippines, Thailand and Vietnam at the
current time. Working in concert with one of the world's leading logistics
companies, we warehouse and stage products in two state-of-the-art facilities in
the Far East for shipment directly to our retailer customers in the U.S. This
"source to business" model, which eliminates two levels of warehousing (importer
and retailer), enables us to provide our customers with pricing that is
substantially below normal wholesale levels.

We use the "source to business" model to serve two distinct market segments. The
source to large business segment (S2B) is comprised of large retailers that can
benefit from our pricing, delivery times and backup inventories. Online
re-ordering is available and we can link our website (www.decorize.com) to a
retailer's website to enable the retailer's customers to order individual decor
items directly from us with a seven-day airfreight delivery time. We also
provide large retailers with "free" back-up inventories (i.e., the inventory is
available without an obligation to purchase).

The source to small business segment (S2b) includes small retailers, designers
and decorators that previously have had to pay premium prices and suffer poor
delivery times from the home furnishings and accent industry. We provide
products at lower prices on a "freight included" basis. We believe that selling
to small retailers on a freight inclusive basis is a home furnishings industry
first.

GuildMaster, Inc., which we acquired in June 2001, designs custom high-end home
accent products that are either produced to our specifications in the Far East
or are manufactured by GuildMaster in its Springfield, Missouri facility. We
warehouse these products at the GuildMaster facility and ship from inventory to
retailers throughout the country.

Faith Walk Designs, Inc., which we acquired in July 2001, is a manufacturer of
premium, hand painted furniture and home accents. These products have
historically been sourced in unpainted form from U.S. suppliers and finished in
Faith Walk's Houston, Texas manufacturing facility. Our strategy is to source

                                       2
<PAGE>

finished products from our suppliers in the Far East at cost levels which will
allow us to reduce prices to our customers while increasing gross margins at
Faith Walk. We expect to initiate our source to business "direct ship" business
model for Faith Walk customers within the next six months.

Immediately prior to our Faith Walk acquisition, the net assets of Odds & Ends,
L.P., a Texas limited partnership owned by the shareholders of Faith Walk, were
contributed to Faith Walk. Odds & Ends is a retail outlet for Faith Walk's
products.

The pro forma sales revenues of the operations which are now owned by Decorize,
Inc. were approximately $10.3 million in the year ended December 31, 2000 and
$4.7 million in the six-month period ended June 30, 2001. The composition of
these revenues is shown on the table below.

                                 DECORIZE, INC.
                            PRO FORMA SALES REVENUES

                                           Year           Six Months
                                           Ended             Ended
                                        12/31/2000*        6/30/2001
                                       -------------     -------------
         Decorize.com                   $   284,307       $  708,059
         GuildMaster, Inc.                5,672,532        2,276,612
         Faith Walk Designs, Inc.         3,889,847        1,434,316
         Odds & Ends, L.P.                  492,958          259,837
                                       -------------     -------------
              Total                     $10,339,644       $4,678,824
                                       =============     =============

         *March 6, 2000 - December 31, 2000 for Decorize.com.

         Notes: Sales revenues as shown are net of returns and allowances.
                The Odds & Ends business is now part of Faith Walk Designs.

Our current corporate structure was created in a series of transactions that
were consummated during June, July and August 2001. There were four primary
components of these transactions:

         1.       Formation and legal restructuring of the Decorize.com
                  business.

         2.       Acquisition of GuildMaster, Inc.

         3.       Reverse merger with Guidelocator.com, Inc.

         4.       Acquisition of Faith Walk Designs, Inc.

Decorize.com
------------

Decorize.com was initially incorporated on February 7, 2000 as Far East Direct,
L.L.C., a Missouri limited liability company. Operations began on March 6, 2000

                                       3
<PAGE>

with the formation of the original Decorize team. The Far East Direct name was
changed to Decorize.com, L.L.C. on March 29, 2000.

Decorize.com was a privately-held company with a number of shareholders
(technically referred to as "members" in a limited liability company), including
Jon T. Baker, our President and Chief Executive Officer, and James K. Parsons,
our Executive Vice President. Mr. Baker and Mr. Parsons are both directors of
our Company.

Mr. Baker and Mr. Parsons were also shareholders and directors of GuildMaster,
Inc., a privately-held Missouri corporation managed by Mr. Parsons which
provides custom designed, high-end home furnishings and accent items to
retailers.

On March 28, 2001, Decorate, Inc. was incorporated as a Missouri corporation for
the purpose of changing the legal form of Decorize.com, L.L.C. from a limited
liability corporation to a "C" corporation. Decorize.com, L.L.C. was merged into
Decorate, Inc. on June 18, 2001 with Decorate, Inc. being the surviving
corporation.

GuildMaster, Inc.
-----------------

At the same time, the respective directors and shareholders of Decorate, Inc.
and GuildMaster, Inc. agreed that GuildMaster would be acquired by Decorate,
Inc. This transaction was consummated on June 15, 2001 through the merger of
GuildMaster, Inc. into a subsidiary of Decorate, Inc. (JB Express, Inc.) which
had been formed as a Missouri corporation for that purpose. The merger became
effective on June 18, 2001 and JB Express subsequently changed its name to
GuildMaster, Inc.

The consideration paid for GuildMaster's 50,000 issued and outstanding common
shares was as follows:

         -        $375,000 in the form of a promissory note due on June 15, 2002
                  bearing interest at the Prime rate plus 1.0% for 7,500 shares
                  of GuildMaster.

         -        5.252 shares of Decorate, Inc. common stock for each of the
                  other 42,500 shares of GuildMaster, resulting in the issuance
                  of 223,210 Decorate common shares.

For the purposes of this transaction, the value of each share of Decorate was
deemed to be $9.52. The deemed aggregate value of the 223,210 shares issued was
approximately $2,125,000 and the total deemed value of the transaction was $2.5
million.

At the time of the acquisition of GuildMaster, all of the issued and outstanding
common stock of GuildMaster was owned by Jon T. Baker, our President and Chief
Executive Officer, James K. Parsons, our Executive Vice President, and Ellen L.
Parsons, the wife of James K. Parsons. The $375,000 promissory note was issued
to Jon T. Baker for 7,500 shares of GuildMaster owned by him. The Decorate
common stock was issued to each of the three GuildMaster shareholders in
proportion to their holdings of the other 42,500 GuildMaster shares outstanding.

Prior to the acquisition of GuildMaster, 315,000 common shares of Decorate, Inc.
were issued and outstanding. After the transaction, 538,210 shares of Decorate
were issued and outstanding.

                                       4
<PAGE>

On the date of the GuildMaster acquisition, GuildMaster had a debt outstanding
to James K. Parsons. This debt was assumed and Mr. Parsons was compensated by
Decorate in the form of a $925,000 promissory note due on June 15, 2002 bearing
interest at the Prime rate plus 1.0%.

As part of the GuildMaster transaction, employment agreements were signed with
Jon T. Baker and James K. Parsons. The terms of these employment agreements are
outlined in Item 10. Executive Compensation of this Form 10-KSB.

With the completion of the GuildMaster acquisition, the first two components of
our current corporate structure were in place.

Guidelocator.com, Inc.
----------------------

Guidelocator.com, Inc. ("Guidelocator"), a Texas corporation incorporated in
July 1999, was a development stage company which had been formed to provide a
database of information regarding fishing guides around the world through an
Internet website. Although Guidelocator had no revenues and minimal operations,
its common stock began trading on the Over-the-Counter Bulletin Board ("OTCBB")
under the symbol "GDLC" on July 25, 2000.

On June 29, 2001, Guidelocator completed the acquisition of all of the issued
and outstanding shares of Decorate, Inc. through the issuance of 7,700,000
shares to the twenty-four (24) shareholders of Decorate, Inc. A majority of the
shares were issued to Jon T. Baker (2,380,041), our President and Chief
Executive Officer and James K. Parsons (2,943,420), our Executive Vice
President.

Prior to the consummation of this transaction, Guidelocator had a total of
2,574,000 shares of its common stock issued and outstanding. In connection with
the transaction, Ms. Ruth Shepley, Guidelocator's former sole officer and
director, returned an aggregate of 1,150,000 of Guidelocator shares to the
company owned by her.

On June 29, 2001, Guidelocator completed the private sale of 876,000 shares of
its common stock for an aggregate of $700,000, or approximately $0.80 per share,
to twelve (12) accredited investors. The offering was exempt from registration
pursuant to Rule 506 of Regulation D of the Securities Act of 1933, as amended.

On June 29, 2001, Guidelocator issued seven-year options to purchase 344,823
shares of its common stock at prices ranging from $0.80 to $1.88 to certain of
our key employees pursuant to our 1999 Stock Option Plan. The options have
various performance requirements for vesting.

Upon the completion of the transactions described above, Guidelocator.com, Inc.
had a total of 10,000,000 common shares outstanding: 7,700,000, or 77.0%, of
which were held by the former shareholders of Decorate, Inc., 1,424,000, or
14.24%, held by the former shareholders of Guidelocator, and 876,000, or 8.76%,
held by the purchasers of the private placement. The composition of the
10,000,000 shares outstanding is shown on the following table.

                                       5
<PAGE>

                             GUIDELOCATOR.COM, INC.
                            COMMON STOCK OUTSTANDING
                                  JUNE 29, 2001


                                            Shares             Percent
      Description                        Outstanding          of Total
      ------------------------------   -----------------  ------------------

      Existing Stock Outstanding              2,574,000
      Returned by Ruth Shepley               (1,150,000)
                                       -----------------
           Subtotal                           1,424,000              14.24%

      Acquisition of Decorate, Inc.           7,700,000              77.00%
      Private Sale of Stock                     876,000               8.76%
                                       -----------------  ------------------
           Total                             10,000,000             100.00%
                                       =================  ==================

On July 6, 2001, in connection with the Guidelocator transactions described
above, Guidelocator was merged with and into Decorize, Inc., a Delaware
corporation and wholly-owned subsidiary of Guidelocator formed for that purpose.
The merger of Guidelocator with and into Decorize, Inc. became effective at the
time of filing of a certificate of merger with the Delaware and Texas
Secretaries of State on July 6, 2001.

As of the effective date, (i) Guidelocator ceased to exist; (ii) Decorize, Inc.
became the parent holding company and the Registrant as successor to
Guidelocator, (iii) Decorate, Inc. and GuildMaster, Inc. became subsidiaries of
Decorize, Inc., (iv) each share of Guidelocator common stock outstanding
immediately prior to the effective date was converted into the right to receive
one share of common stock, $0.001 par value, of Decorize, Inc.

These transactions were intended to qualify as a tax-free reorganization within
the meaning of Section 368 of the Internal Revenue Code of 1986, as amended.

On July 27, 2001, Decorate, Inc. was merged into Decorize, Inc. Upon the
completion of this merger, the assets and liabilities of the former
Decorize.com, L.L.C. were held directly by Decorize, Inc. and Decorize, Inc. had
one wholly-owned subsidiary, GuildMaster, Inc.

Decorize, Inc., as the successor to Guidelocator.com, Inc., is a public company
traded on the OTCBB under the symbol "DCRZ."

The transactions consummated among Decorate, Inc., Guidelocator.com, Inc., and
Decorize, Inc. are commonly known as a reverse merger. A reverse merger is
normally the result of a merger in which the acquiring corporation
(Guidelocator) has less size and substance than the acquired company (Decorate,
Inc.). The acquiring corporation survives as a legal entity, but the
shareholders of the acquired company obtain a majority of the voting rights of
the combined entity (77.0% in this case). The substantive outcome of the
transaction is thus the reverse of its legal form.

Since the former shareholders of Decorate, Inc. received 77.0% of the common
shares of the combined entity, Decorate, Inc. is considered the "acquiring"

                                       6
<PAGE>

corporation for accounting purposes under U.S. GAAP. This designation was passed
to Decorize, Inc. when Decorate, Inc. was merged into Decorize, Inc. on July 27,
2001.

Additional information regarding the Guidelocator transactions is contained in
our Form 8-K filed with the SEC on July 16, 2001 and our Form 8-K Amendment No.
1 filed with the SEC on July 24, 2001.

Faith Walk Designs, Inc.
------------------------

On July 31, 2001, we acquired Faith Walk Designs, Inc., a Texas corporation
("Faith Walk Texas"), which is a manufacturer of premium, hand painted furniture
and home accents. This transaction was consummated through the merger of Faith
Walk Texas into Step of Faith, Inc., a Missouri corporation and wholly-owned
subsidiary of Decorize, Inc. formed for that purpose.

As described above, the net assets of Odds & Ends, L.P. had been contributed to
Faith Walk just prior to our acquisition of Faith Walk. All of our references to
Faith Walk thus include Odds & Ends unless specifically noted to the contrary.

The merger of Faith Walk Texas with and into Step of Faith, Inc. became
effective at the time of filing of a certificate of merger with the Missouri
Secretary of State on August 6, 2001. On that date, (i) Faith Walk Texas ceased
to exist; (ii) Step of Faith, Inc. remained a wholly-owned subsidiary of
Decorize, Inc. and changed its name to Faith Walk Designs, Inc.; and (iii) each
share of Faith Walk Texas outstanding at the effective time ceased to exist.

The total consideration given for Faith Walk Texas was (1) a 6.75% promissory
note due March 31, 2002 in the principal amount of $215,744, (2) a cash payment
of $284,256 and (3) $510,000 in Decorize, Inc. common stock, or 161,443 shares,
for a total value of $1,010,000. The number of shares of Decorize common stock
was determined by dividing the average last sale price per share of such stock
on the OTCBB during the 30-day period following the Closing Date, which was
equal to $3.159, into $510,000.

This transaction was intended to qualify as a tax-free reorganization within the
meaning of Section 368 of the Internal Revenue Code of 1986, as amended, and to
be accounted for as a purchase under the requirements of the Statements of
Financial Accounting Standards No. 141.

In connection with the acquisition of Faith Walk described above, we entered
into a four-year employment agreement with John Michael Sandel, a former Faith
Walk shareholder and its former president. Pursuant to the agreement, Mr. Sandel
will serve as a vice president of Decorize and be responsible for our product
development. The terms of this employment agreement are outlined in Item 10.
Executive Compensation of this Form 10-KSB. In addition, Mr. Sandel was
appointed a director of Decorize to serve until the next annual meeting of
stockholders.

Additional information regarding the Faith Walk acquisition is contained in our
Form 8-K filed with the SEC on August 15, 2001.

                                       7
<PAGE>

Corporate Structure
-------------------

When the acquisition of Faith Walk Designs was completed, all four elements of
our current corporate structure were established. The parent company, Decorize,
Inc., a Delaware corporation, has one operating division (Decorize.com) and two
wholly-owned subsidiaries, GuildMaster, Inc. and Faith Walk Designs, Inc., both
of which are Missouri corporations.

Industry Structure and Competition
----------------------------------

The premium home accents market segment of the home furnishings industry in
which we compete generates $2.5 billion of sales at the wholesale level. There
are approximately 2,500 companies in this segment with an average size of only
$1.0 million in sales. There are no dominant competitors.

Based on our pro forma sales of $10.3 million for the year ended December 31,
2000 and $4.7 million for the six-month period ended June 30, 2001, we believe
that Decorize is already considered to be a significant company in the industry.
Although there is no published industry data regarding the size of companies in
our specific market segment, we believe that revenues of $15 - $20 million would
place us in the top ten and revenues of $30 million would be one of the top four
companies in the market segment.

There is intense competition in our industry. However, we believe that our
low-cost business model will allow us to increase our revenues at the expense of
traditionally structured competitors. We also believe that we are positioned to
acquire companies in the industry that can benefit from our business model.
However, our business model is not protected from duplication and it is possible
that other companies will adopt a competitive approach to the business.

Suppliers
---------

We have developed a network of over 30 supply partners in China, the
Philippines, Thailand and Vietnam that manufacture the products that we sell to
our customers. We do not anticipate that any of these suppliers will represent
more than 15% of our product purchases during the current fiscal year.

Our relationship with one of the world's leading logistics companies provides us
with two state-of-the-art staging and warehousing facilities in the Philippines
and Hong Kong. There are alternative sources for these services.

Customers
---------

The current customer base for our three operations includes approximately 12
large retailers and at least several hundred small retailers, designers and
decorators. During the six months ended June 30, 2001, no single customer
represented more than 10% of our pro forma sales volumes.

Research and Development
------------------------

Research and development expenses have not had and are not anticipated to have a
material impact on our business or on our financial condition.

                                       8
<PAGE>

Environmental Compliance
------------------------

The costs and effects of compliance with environmental laws have not had and are
not anticipated to have a material impact on our business or on our financial
condition.

Special Risk Factors
--------------------

As an importer of manufactured products from several countries in the Far East,
our business is subject to political risks which are beyond our control,
particularly in relation to China. However, we believe that the globalization
movement and the anticipated entry of China into the World Trade Organization
reduce this risk. Our strategy to minimize our exposure to the politics of any
one country is to develop manufacturing partners in multiple countries.

We are also subject to governmental regulations and tariff policies which may
change from time to time. We believe that the trends are favorable toward the
reduction of tariffs and expansion of international trade which should benefit
our business.

Although our subsidiary companies, GuildMaster and Faith Walk Designs, have
several years of operating history, Decorize.com itself has a limited operating
history. We have suffered operating losses as a start-up business and our
business model, while obviously attractive, has not had time to establish a
history of success over time.

Our planned internal growth and potential acquisitions will require additional
financing. Under current equity market conditions, there is no assurance that we
will be able to obtain the required equity financing on terms that are
economical.

Employees
---------

We employ approximately 87 persons during the year, of which approximately 74
persons are employed on a full-time basis. This number does not include our
independent commission salesmen, who we classify as independent contractors
rather than as employees. Our employees are not unionized, and we believe that
our relationship with our employees is good.

ITEM 2.  DESCRIPTION OF PROPERTIES
----------------------------------

We operate each of our businesses in leased facilities. Our corporate
headquarters and the operations of Decorize.com are housed together in two
spaces of 1,600 square feet and 2,400 square feet in one building in
Springfield, Missouri. Our rent for these two spaces is $860 and $1,100 per
month, respectively. Each of the leases terminates on April 30, 2003. We have an
option to renew the 1,600 square foot lease for two periods of three years each.
We do not have a renewal option on the 2,400 square foot space. These facilities
are in good condition. We anticipate that additional space will be required
within the next 12 months for our headquarters and Decorize.com operations and
that such space will be available in the Springfield area on a reasonable
commercial basis.

GuildMaster, Inc. operates in a 41,250 square foot leased facility in
Springfield, Missouri. Our rent for this facility is $8,766 per month and the

                                       9
<PAGE>

lease on the building terminates on November 30, 2001. We have options to renew
the lease for three five-year periods. This facility is in good condition and we
believe the space is adequate for GuildMaster's operations for the foreseeable
future.

GuildMaster also leases two showroom facilities at furniture markets, one in
High Point, North Carolina and one in Atlanta, Georgia. The High Point showroom
lease of 8,593 square feet carries a rent of $8,235 per month and terminates on
April 30, 2002. We do not have a renewal option on the High Point space. The
Atlanta showroom is 900 square feet and is leased on a month-to-month basis for
$993 per month with a 30-day cancellation notice period.

Faith Walk Designs, Inc. operates in a leased facility of 16,500 square feet in
Houston, Texas. Our rent for this facility is $6,165 per month and the lease
terminates on July 31, 2002. We do not have a renewal option as part of this
lease. The facility is in good condition. We believe that Faith Walk will need
additional space within the next twelve months and that such space will be
available within the Houston area on a reasonable commercial basis.

Faith Walk operates a retail outlet store in a second leased facility of 3,192
square feet in Houston, Texas. Our rent for this facility is $2,500 per month
and the lease terminates on September 30, 2002. The facility is in good
condition and we believe the space is adequate for Faith Walk's retail outlet
store for the foreseeable future.

We maintain insurance for physical loss on all properties described above, and
we believe that the amount of this insurance coverage provides adequate
protection.

ITEM 3.  LEGAL PROCEEDINGS
--------------------------

At the present time, neither the Company nor any of its directors or executive
officers, nor any controlling shareholder, is a party to any pending legal or
administrative proceeding having the potential for having a material impact on
operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-----------------------------------------------------------

Pursuant to a written consent of a majority of the Company's shareholders, the
Company approved the merger of the Company with and into its Delaware subsidiary
entitled Decorize, Inc. pursuant to which the Company disappeared and Decorize,
Inc. was the surviving corporation. As part of the aforementioned written
consent, a majority of the Company's shareholders approved the Exchange
Agreement among the Company and the shareholders of Decorate, Inc. and the
amendment to the Company's 1999 Stock Option Plan which included increasing the
number of shares that may be granted under the plan from 500,000 to 3,000,000.

                                       10
<PAGE>

                                     PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
-----------------------------------------------------------------

As of September 25, 2001, we had 10,161,443 issued and outstanding shares of
common stock, $0.001 par value. Of these 10,161,443 shares outstanding,
1,070,000 were unrestricted and freely tradable.

As of September 25, 2001, we had issued and outstanding 342,826 employee stock
options to purchase additional shares of our common stock at prices ranging
between $0.80 to $1.88 with an expiration date of July 1, 2008. We also had
issued and outstanding warrants to purchase 40,000 additional shares of our
common stock at $2.00 per share with an expiration date of June 30, 2003.

Presently, our common stock is traded on the over-the-counter bulletin board
(OTCBB) under the symbol "DCRZ". From July 25, 2000 to July 5, 2001, the
Company's common stock traded under the symbol "GDLC". The shares have
historically not been eligible for listing on any securities exchange or under
the NASDAQ system.

The following table sets forth the high and low historical bid quotes obtained
from the OTCBB Historical Data Service for the periods indicated:

        Quarter Ended                                High               Low
        -------------                               -------           -------

        September 30, 2000                          $0.0075           $0.0030
        December 31, 2000                              **               **
        March 31, 2001                              $0.0940           $0.0940
        June 30, 2001                               $0.0300           $0.0300
        September 21, 2001*                         $3.90             $1.50

        *July 1 - September 21, 2001.

        **No trades reported by the OTCBB.

        These quotations reflect inter-dealer prices, without retail mark-up,
        mark-down or commission and may not represent actual transactions.


As of September 14, 2001, there were 65 shareholders of record as reported to us
by our transfer agent, and we estimate that there are an additional 20 reported
beneficial owners of the Company's common stock reported through institutional
accounts.

The Company has not paid cash dividends on its common stock and does not expect
to pay cash dividends on its common stock in the future.

                                       11
<PAGE>

Recent Sales of Unregistered Securities
---------------------------------------

The following sets forth particular information for all securities sold since
inception without registration under the Securities Act. There were no
underwriters in any of these transactions, nor were any sales commissions paid
thereon.

In July 1999, we issued Ms. Ruth Shepley 1,500,000 shares of common stock for
services rendered, which were valued at $1,500. We believe the transaction was
exempt from registration under Section 4(2) of the Securities Act for non-public
offerings. In connection with the acquisition of Decorate, Inc., Ms. Shepley
returned to us 1,150,000 shares of our common stock. The shares were returned to
the status of authorized but unissued shares.

From July 1999 through September 1999, we sold 1,074,000 shares of our common
stock at an aggregate purchase price of $38,000 to 37 accredited investors. We
believe that these transactions were exempt from registration under Rule 506 of
Regulation D of the Securities Act.

On June 29, 2001 we completed the private sale of 876,000 shares of our common
stock for an aggregate of $700,000 or approximately $0.80 per share to twelve
(12) accredited investors. We believe the offering was exempt from registration
pursuant to Rule 506 of Regulation D of the Securities Act.

On June 29, 2001 we completed the acquisition of all of the issued and
outstanding shares of Decorate, Inc. Pursuant to the transaction, we issued an
aggregate of 7,700,000 shares to the twenty-four (24) shareholders of Decorate,
Inc. A majority of the shares were issued to James K. Parsons (2,943,420) and
Jon T. Baker (2,380,041) who are officers and directors of the Company. In
connection with this issuance we relied on the exemption from registration
contained in Section 4(2) of the Securities Act for non-public offerings.

On June 29, 2001 we issued seven-year options to purchase our common stock at
prices ranging from $0.80 to $1.88 to certain key employees pursuant to our 1999
Stock Option Plan. The options have various performance requirements for
vesting.

On August 4, 2001, our Board of Directors authorized the issuance of up to
500,000 warrants for the purchase of our common shares to eleven (11) former
holders of Class B Units in Decorize.com, L.L.C. in exchange for up to $50,000
and the waiver by such holders of any claims they might have against us in
connection with the conversion of Decorize.com, L.L.C. into a corporation. The
warrants will be exercisable for $2.00 per share until June 20, 2003. As of
September 14, 2001, 40,000 of these warrants had been issued and were
outstanding.

We are undertaking a private placement financing for up to $5.0 million of
restricted securities to accredited investors which we believe will be exempt
from registration pursuant to Rule 506 of Regulation D of the Securities Act. We
are offering to sell up to an aggregate of 2,000,000 Units for $2.50 per Unit,
each Unit consisting of one share of our common stock, $0.001 par value, and one
(1) five-year warrant to purchase one share of our common stock for $4.00 per
share. The minimum purchase is 20,000 Units for $50,000.

Through September 25, 2001, we have accepted subscriptions for 100,000 Units at
a total selling price of $250,000. None of the shares and warrants related to
these Units have been issued pending the closing of additional Unit sales.

                                       12
<PAGE>

Although the securities offered in this private placement are restricted and
unregistered, we have agreed to prepare a registration statement within 180 days
of the initial sale of the Units covering the common stock issued pursuant to
sale of the Units and the associated warrants. We have further pledged to use
our best efforts to cause the registration statement for the common stock to be
made effective by the SEC within 300 days of the initial sale of Units and to
maintain the effectiveness of the registration statement until all such common
stock has been resold by the initial owners.

On July 31, 2001, we acquired Faith Walk Designs, Inc. In connection with the
transaction we agreed to issue $510,000 worth of our common stock. The number of
shares was determined by dividing the average last sale price per share of our
common stock as reported on the OTCBB during the 30-day period following the
closing, which equaled $3.159. Accordingly, in September 2001 we issued 161,443
shares to John Michael Sandel, who is an officer and director of our company,
and Kitty Sandel, who is Mr. Sandel's wife.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
-------------------------------------------------------------------------------

The following selected financial data for the six-month period ended June 30,
2001; the period from March 6, 2000 to June 30, 2000; and for the period March
6, 2000 to December 31, 2000, have been extracted from our audited financial
statements, a copy of which is included herein. All such data should be read
only in conjunction with, and is qualified in their entirety by reference to,
our financial statements and accompanying notes.

Selected Financial Data
-----------------------
<TABLE>
<CAPTION>
                                                    Six Months                   Period                     Period
                                                       Ended                 March 6, 2000 to           March 6, 2000 to
Statements of Operations Data                      June 30, 2001              June 30, 2000              December 31, 2000
-------------------------------------------   -------------------------  -------------------------  -------------------------
                                                     (Audited)                 (Unaudited)                 (Audited)
<S>                                                    <C>                        <C>                         <C>
Sales                                                  $   842,274                $         0                 $  284,307
Cost of Sales                                              585,135                          0                    220,829
                                                 ------------------          -----------------          -----------------
     Gross Profit                                          257,139                          0                     63,478

Operating Expenses                                       1,022,111                    150,501                    672,056
                                                 ------------------          -----------------          -----------------
     Net Loss From Operations                             (764,972)                  (150,501)                  (608,578)

Other Income/(Expense)                                     (76,877)                     5,551                    (57,303)
                                                 ------------------          -----------------          -----------------
     Net Loss Before Income Taxes                         (841,849)                  (144,950)                  (665,881)

Income Tax Benefit                                         (32,700)                         0                          0
                                                 ------------------          -----------------          -----------------
     Net Loss                                          $  (809,149)               $  (144,950)                $ (665,881)
                                                 ==================          =================          =================


Loss Per Share
----------------------------
Basic and Diluted                                      $     (0.13)               $     (0.02)                $    (0.11)

Weighted Average Number of Shares
of Common Stock Outstanding                              6,117,338                  5,820,672                  5,820,672

                                       13
<PAGE>
<CAPTION>
                                      Six Months          Period              Period
                                         Ended        March 6, 2000 to    March 6, 2000 to
As a Percent of Sales                June 30, 2001     June 30, 2000      December 31, 2000
---------------------------------   ---------------  ------------------   -----------------
                                       (Audited)        (Unaudited)            (Audited)
<S>                                   <C>                 <C>                <C>
Sales                                     100.0%            N/A                   100.0%
Cost of Sales                              69.5%            N/A                    77.7%
                                    -------------    ------------------    --------------
     Gross Profit                          30.5%            N/A                    22.3%

Operating Expenses                        121.4%            N/A                   236.4%
                                    -------------    ------------------    --------------
     Net Loss From Operations             (90.9%)           N/A                  (214.1%)

Other Income/(Expense)                     (9.1%)           N/A                   (20.1%)
                                    -------------    ------------------    --------------
     Net Loss Before Income Taxes        (100.0%)           N/A                  (234.2%)

Income Tax Benefit                         (3.9%)           N/A                     0.0%
                                    -------------    ------------------    --------------
     Net Loss                             (96.1%)           N/A                  (234.2%)
                                    =============    ==================    ==============

<CAPTION>

Balance Sheet Data                               June 30, 2001        December 31, 2000
----------------------------------            -------------------     -----------------
                                                   (Audited)              (Audited)
<S>                                              <C>                    <C>
Cash and Cash Equivalents                        $     89,180           $    556,965
Receivables                                         1,141,290                 22,970
Inventories                                         1,433,110                 61,055
Other Current Assets                                  205,407                123,485
                                                 -------------          -------------
     Current Assets                                 2,868,987                764,475

Property and Equipment - Net                          268,058                143,169
Goodwill                                            2,125,949                      0
Other Assets                                           26,300                  1,960
                                                 -------------          -------------
     Total Assets                                $  5,289,294           $    909,604
                                                 =============          =============

Accounts Payable                                 $    180,446           $     86,679
Accrued Expenses                                      328,682                 35,710
Current Portion of Long-Term Debt                      24,328                      0
Other Current Liabilities                             271,560                  2,900
                                                 -------------          -------------
     Current Liabilities                              805,016                125,289

Long-Term Debt and Capital Leases                     138,172                  5,196
Notes Payable to Stockholders                       1,300,000                      0
                                                 -------------          -------------
     Total Liabilities                              2,243,188                130,485

Stockholders' Equity                                3,046,106                779,119
                                                 -------------          -------------
     Total Liabilities and Equity                $  5,289,294           $    909,604
                                                 =============          =============
</TABLE>
                                       14
<PAGE>

Overview and Forward-Looking Statements
---------------------------------------

This report and other oral and written statements made by us to the public
contain forward-looking statements within the meaning of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are based on management's current expectations of
beliefs and are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described.

Our financial statements which are included in this 10-KSB and the selected
financial data shown above are for the six-month period ended June 30, 2001, the
period from March 6, 2000 to June 30, 2000, and the period March 6, 2000 to
December 31, 2000. Although our fiscal year ends on June 30 (which was the
fiscal year-end of Guidelocator.com, Inc.), the previous fiscal year of our
primary operations (Decorize.com and GuildMaster, Inc.) ended on December 31,
2000. Our audited financial statements for these businesses for the two years
ended December 31, 2000 and 1999 were included in our Form 8-K Amendment No. 1
filed with the SEC on July 24, 2001.

We acquired GuildMaster, Inc. effective as of June 18, 2001. GuildMaster's
operating results for the last 12 days of June were included in our financial
statements for the six months ended June 30, 2001.

Sales
-----

Our revenues are derived primarily from the sale of home furnishing and home
decor products to large and small retailers. Sales for the six-month period
ended June 30, 2001 were $842,274, which included $708,059 of sales by
Decorize.com for the entire period and $134,215 of sales by GuildMaster for the
12 days of June 2001 that we owned GuildMaster.

The Decorize.com sales represented shipments to over 200 customers during the
six-month period. One customer accounted for approximately 24% of total sales
and the top 10 customers accounted for approximately 75% of total sales. The
GuildMaster sales during the same time period, only a portion of which have been
consolidated in our financial statements because of the timing of the
acquisition, were less concentrated. GuildMaster's top 10 customers represented
less than 40% of its sales revenues.

In the prior-year period from March 6 to June 30, 2000, we had no sales revenues
because we were a start-up company which had initiated operations at the
beginning of this period. During our initial fiscal period from March 6, 2000 to
December 31, 2000, we had sales of $284,307.

Because of our limited operating history, we do not have information regarding
the seasonality of sales for Decorize.com. However, the operating history of
GuildMaster during the last three calendar years has been that approximately 44%
of sales occur in the first half of the calendar year and approximately 56% in
the second half of the calendar year. The two quarters of each half year have
been nearly equal, i.e., about 22% in each quarter of the first half and about
28% in each quarter of the second half.

Cost of Sales
-------------

Our cost of sales is comprised principally of the cost of goods purchased from
our suppliers and the cost of freight to ship the products from our suppliers to
our retail customers. Since GuildMaster manufactures a portion of its own
products, its manufacturing costs for those products are included in cost of
sales.

During the six-month period ended June 30, 2001, our cost of sales of $585,135
was 69.5% of sales and the resulting gross margin was 30.5% of sales. The gross
margin on Decorize.com sales was 29.8% while the GuildMaster gross margin on the
12 days of sales included during the period was 34.2%. Our gross margin during
our initial fiscal period ended December 31, 2000 of 22.3% was lower due to the
pricing on the shipments during this period.

                                       15
<PAGE>

Since a large portion of our products are sourced from the Far East, our gross
margins can be expected to fluctuate to some extent with changes in foreign
currency exchange rates. Our gross margins could also be affected by changes in
ocean freight rates due to fluctuations in oil prices and other factors that
affect these rates.

From the inception of our business in March 2000, Decorize.com has sourced
products from a total of 25 suppliers. Two of these suppliers have accounted for
approximately 65% of our total purchases to-date. We are expanding this network
of manufacturing partners both in number and in geographic spread. GuildMaster
has more than 50 suppliers for its products, none of which account for 15% of
its purchases.

Operating Expenses
------------------

Operating expenses include all selling, general and administrative expenses not
associated with the costs of products and the shipment of products. During the
six-month period ended June 30, 2001, our operating costs of $1,022,111 were
comprised of $976,584 at Decorize.com and $45,527 at GuildMaster. These expenses
represented 121.4% of sales for the period. Operating expenses at Decorize.com
were 137.9% of sales and 33.9% of sales at GuildMaster.

We expect that the ratio of operating expenses to sales at Decorize.com will
decline as our sales volumes grow relative to the size of the infrastructure
that we have established. The principal component of operating expenses at
Decorize.com is payroll and payroll taxes, which represented approximately 60%
of sales during the six-month period ended June 30, 2001. We will continue to
expand our staff to drive the growth of our business, but the basic
infrastructure is in place and we will not increase our personnel costs in
proportion to increases in sales.

At GuildMaster, the primary components of operating expenses were sales
commissions and personnel-related costs in the following functional areas:
sales, customer service, design and administration.

Other Income/(Expense)
----------------------

The principal component of other income/(expense) during the six-month period
ended June 30, 2001 was an $80,000 non-cash expense related to the 500,000
warrants which were authorized on August 4, 2001 as described above in Item 5.
These warrants were authorized to settle any claims that 11 former holders of
Class B Units in Decorize.com, L.L.C. might assert against us in connection with
the conversion of Decorize.com, L.L.C. into a corporation.

The principal other components of other income/(expense) in all periods were
interest income and interest expense.

Income Tax Benefit
------------------

Until June 18, 2001, our operations were constituted by legal entities for which
taxable income and expense attributes were passed directly to the owners of the
businesses. Decorize.com, L.L.C. was a limited liability company and
GuildMaster, Inc. was an "S" corporation. Subsequent to June 18, 2001, we were
organized in legal entities subject to income taxes at the corporate level.

From June 19 through June 30, 2001, we have recognized a future income tax
benefit of $32,700 related to the operating loss incurred during that time
period. This benefit will be realized as a reduction to our current taxes when
we become profitable.

Net Income/(Loss)
-----------------

Net income for the six-month period ended June 30, 2001 was a loss of $809,149.
All of this loss except for $3,941 was incurred by Decorize.com. During the
prior year period from March 6, 2000 to June 30, 2000, our net loss was

                                       16
<PAGE>

$144,950. In our initial fiscal period ended December 31, 2000, our net loss was
$665,881. We consider these losses to be the normal operating results of a
start-up business. As our company grows, we expect the Decorize.com business to
become profitable. GuildMaster was profitable during its last two fiscal years
ended December 31, 2000 and 1999.

Inflation
---------

We do not believe that our business is significantly affected by inflation. We
anticipate that any increased costs generated by inflation will be passed on to
our customers.

Subsequent Events and Commitments
---------------------------------

As described in Item 1 of this Form 10-KSB, we acquired Faith Walk Designs, Inc.
on July 31, 2001. In its last two fiscal years ended December 31, 2000 and 1999,
Faith Walk's sales were $3,889,847 and $3,655,388, respectively. During these
periods Faith Walk had a net loss of $209,556 in 2000 and a net income of
$30,540 in 1999.

Odds & Ends, L.P., the net assets of which were contributed to Faith Walk
immediately preceding our acquisition of Faith Walk, had sales of $492,958 and
$450,913 in the years ending December 31, 2000 and 1999, respectively. The net
income of Odds & Ends during those two years was $120,386 and $101,781,
respectively.

Selected financial data for Faith Walk and Odds & Ends is summarized on the
following table.


                             SELECTED FINANCIAL DATA
                 FAITH WALK DESIGNS, INC. AND ODDS & ENDS, L.P.

                                               Faith Walk       Odds &
     Description                              Designs, Inc.    Ends, L.P.
     --------------------------------------  --------------- --------------
     Sales - Calendar Year 2000                 $3,889,847      $492,958
     Net Income/(Loss) - Calendar Year 2000     $ (209,556)     $120,386

     Total Assets - 12/31/2000                  $1,325,982      $276,763
     Total Liabilities - 12/31/2000             $1,345,842      $110,612
     Equity - 12/31/2000                        $  (19,860)     $166,151

Financial statements covering Faith Walk's last two fiscal years (audited) and
the six-month period ended June 30, 2001 (unaudited) will be filed with the SEC
on or before October 14, 2001 by amendment to our Form 8-K which was filed on
August 15, 2001. The pro forma effect of the Faith Walk acquisition on our
financial position will be included in that filing.

We are in the process of negotiating a contract for the purchase of a license
for certain financial and enterprise-level software from a software vendor. The
capital cost of this license is expected to be approximately $75,000 to $90,000.

                                       17
<PAGE>

As of September 14, 2001, our backlog of customer orders was approximately $3.1
million. This represents the highest level of order backlog in the history of
our combined operations at Decorize.com, GuildMaster and Faith Walk Designs.

We have undertaken a private placement financing for up to $5.0 million of
securities as described above in Item 5. Market for Common Equity and Related
Stockholder Matters of this Form 10-KSB.

Liquidity and Capital Resources
-------------------------------

We had a net loss of $809,149 on sales of $842,274 for the six-month period
ended June 30, 2001. GuildMaster generated $3,941 of this loss on sales of
$134,215 during the 12 days of June 2001 that we owned GuildMaster. For the
entire six-month period ended June 30, 2001, GuildMaster had a net loss of
$99,418 on sales of $2,276,612.

During July and August 2001, our sales at Decorize.com and GuildMaster were more
than $1.4 million in total. Sales at Faith Walk Designs during August, our first
month of ownership, were approximately $245,000. We believe that our
consolidated operating results for the three-month period ended September 30,
2001 will be within $100,000 of breakeven excluding non-cash charges for
goodwill amortization and stock-based compensation.

We used $849,926 in cash for operating activities during the six-month period
ended June 30, 2001. The principal operating uses of cash were the $809,149
operating loss, an increase in receivables of $140,799 and an increase in
inventories of $146,793. The primary operating sources of cash were an increase
in accrued expenses of $170,292 and an increase in accounts payable of $52,627.

Our investing activities during the six-month period ended June 30, 2001 used
$99,061 in cash. This amount included a $69,537 increase in other receivables
($39,537 for payment of expenses associated with the merger of Guidelocator.com,
Inc. and Decorate, Inc. and a $30,000 advance to Faith Walk Designs). Another
$29,824 was applied to the acquisition of property and equipment. The largest
investment that we made during the time period, the $2.5 million acquisition of
GuildMaster, was financed on a non-cash basis through the issuance of common
stock and a promissory note. We also assumed the existing debt of GuildMaster.

During the six-month period ended June 30, 2001, our financing activities
generated $481,202 of cash. The two largest components were:

         -        $330,000 in proceeds from receivables for the prior issuance
                  of common stock.

         -        $152,770 from the issuance of common stock during the period
                  ($230,000 cash received less $77,230 of financing expenses).

Our cash and cash equivalents balance declined by $467,785 from $556,965 on
December 31, 2000 to $89,180 on June 30, 2001. As of September 14, 2001, our
cash and cash equivalents balance was $241,766.

                                       18
<PAGE>

On July 31, 2001, we acquired Faith Walk Designs for a total consideration of
$1,010,000. The components of this consideration were a promissory note of
approximately $216,000, a cash payment of approximately $284,000, and 161,443
shares of our common stock valued at $510,000 ($3.159 per share).

As a result of our GuildMaster and Faith Walk Designs acquisitions, we have
incurred the following debt:

         -        $925,000 promissory note due on June 15, 2002 to James K.
                  Parsons, our Executive Vice President and Director

         -        $375,000 promissory note due on June 15, 2002 to Jon T. Baker,
                  our President, Chief Executive Officer and Director.

         -        $215,744 promissory note due on July 31, 2002 to John Michael
                  Sandel and Kitty Sandel. Mr. Sandel is Vice President and
                  Director of our company.

         -        $180,000 demand loan due to an unaffiliated stockholder.

Our plan is to finance the payment of the notes and loan related to the
acquisition of GuildMaster and Faith Walk Designs through the private placement
described above in Item 5. Market for Common Equity and Related Stockholder
Matters of this Form 10-KSB. However, if we are for any reason unable to
re-finance these debts in this manner, we would expect to extend the due dates
of the debts because the holders are all major stockholders, and, except in one
case, officers and directors of our company.

As of June 30, 2001, our working capital was $2,063,971. This amount was
comprised of current assets of $2,868,987 and current liabilities of $805,016.

On August 16, 2001, we borrowed $150,000 for 90 days from a commercial bank for
working capital requirements. This loan has been guaranteed by one of our
officers, Jon T. Baker.

We anticipate that additional working capital will be required to finance the
growth of our business. In particular, we require cash to fund the purchase of
products for shipment to customers. We believe that these working capital
requirements can be met through our ongoing relationship with an asset-based
lender that has provided similar funding to GuildMaster for several years in the
form of factored accounts receivable.

Assuming a reasonable recovery from the current decline in economic activity, we
anticipate that we will be profitable on a consolidated basis (excluding
non-cash charges for goodwill amortization and stock-based compensation) during
the current fiscal year which will end on June 30, 2002. We believe that
additional equity financing will be needed to meet the capital requirements
associated with our internal growth objectives. The private placement that we
have undertaken is intended to meet those capital requirements as well as to
retire the debt we have incurred in the acquisition of GuildMaster and Faith
Walk Designs. There is no assurance that such financing will be available on the
terms that we have offered.

                                       19
<PAGE>

Nevertheless, we believe that we can fund our ongoing business at existing
levels of operation through the working capital funding sources that are
available to us. Without additional equity financing, we would have to limit our
internal and external growth objectives.

ITEM 7.  FINANCIAL STATEMENTS
-----------------------------

Financial Statements are incorporated by reference and attached as an exhibit
commencing at Page F-1 of this Form 10-KSB.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
-----------------------------------------------------------------------

By letter dated July 31, 2001, Decorize, Inc. (the "Company") received notice
from its independent accountant, Malone & Bailey PLLC (the "Former Accountant")
that the client-auditor relationship between the Company and the Accountant has
ceased. During the Company's first fiscal year (July 14, 1999 - June 30, 2000)
and any subsequent interim period preceding such resignation, the Company had no
disagreement with its Former Accountant on any matter of accounting principle or
practice, financial statement disclosure or auditing scope or procedure which
would have caused the accountant to make reference in its report upon the
subject matter of disagreement. The Former Accountant previously issued a report
dated July 10, 2000 on the financial statements of the Company as of and for the
year ended June 30, 2000. The report did not contain an adverse opinion or
disclaimer of opinion or qualification as to audit scope or accounting
principle.

The Company has engaged the firm of Kirkpatrick, Phillips & Miller, Certified
Public Accountants, a Professional Corporation, as its new independent
accounting firm.

                                       20
<PAGE>

                                    PART III


ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT
--------------------------------------------------------------------------------

Name                     Age         Position
----                     ---         --------
Jon Baker                48          Chairman of the Board, President and CEO
James K. Parsons         52          Director and Executive Vice President
Timothy M. Dorgan        48          Director
Fabian Garcia            41          Director
Kevin Bohren             43          Director
J. Michael Sandel        49          Director and Vice President
Brent Olson              32          Vice President-Finance, CFO and Treasurer
J. Kent Martin           34          Vice President-Sales and Marketing
David A. Orwick          41          Vice President of Operations
Gaylen Ball              49          Secretary and Director of Human Resources


Mr. Baker was elected Chairman of the Board of the Registrant on June 29, 2001,
and appointed President and Chief Executive Officer on the same day. Mr. Baker
co-founded Decorate, Inc. (f/k/a Decorize.com) in March 2000. From July 1997 to
May 2000, Mr. Baker served as Managing Partner of GuildMaster, Inc., a home
furnishings manufacturer located in Missouri, now a wholly owned subsidiary of
the Registrant, and for which Mr. Baker serves as Chairman of the Board,
President and Treasurer. From October 1992 to June 2000, Mr. Baker owned and
operated Baker McCormick Group, Inc., a national leadership consulting and
training company with clients ranging from Sprint to Anheuser Busch, Inc.
Previously, Mr. Baker served as President and Chief Operating Officer of Noble
Communications, a marketing communications company. He also served as Division
Chairman for Earle, Palmer, Brown, a marketing services firm. Mr. Baker began
his career in marketing with Procter and Gamble. He has been responsible for
building brands for Stouffers, B.F. Goodrich, Tyson Foods, and Ralston Purina.
Mr. Baker graduated from Kent State University with a degree in Advertising.

Mr. Parsons was elected a Director and appointed Executive Vice President of the
Registrant on June 29, 2001. Mr. Parsons co-founded Decorate, Inc. (f/k/a
Decorize.com). From 1983 to the present, Mr. Parsons has served as President of
GuildMaster, Inc., a home furnishings manufacturer in Missouri which he founded
and co-owned, and which is now a wholly-owned subsidiary of the Registrant.
GuildMaster, Inc. has been recognized as a design leader in the industry and has
created such successful brands as the Arnold Palmer Home Collection, Tin Revival
and America Country West. Previously, Mr. Parsons founded and owned a collection
of home furnishings-related businesses in Springfield, MO and a design studio in
Kansas City, MO. Mr. Parsons graduated from Evangel University with a bachelor
of science degree.

                                       21
<PAGE>

Mr. Dorgan was elected as a Director of the Registrant on June 29, 2001. Since
May 2000, Mr. Dorgan has served as President of TMD Consulting, a firm
specializing in e-commerce and nurturing emerging, new economy businesses. From
May 1999 to May 2000, Mr. Dorgan served as Senior Vice President E-commerce of
Follett Higher Education Group, a privately-held company whose core business is
the management of 630 college bookstores. From January 1995 to May 1999, Mr.
Dorgan served as Executive Vice President Product Management and Marketing of
Peapod, Inc., an online grocery shopping and delivery service company. Mr.
Dorgan also served as President of Ketchum Advertising - Chicago, a worldwide
marketing services firm, and President of Noble & Associates - Chicago, an
integrated marketing service company that focused on the food category. Mr.
Dorgan earned a BS degree from the University of Illinois.

Mr. Garcia was elected as a Director of the Registrant on June 29, 2001. From
August 1996 to the present, Mr. Garcia has served as President of Chanel Asia
Pacific, managing the most important sources of income for the high-end French
brand. Mr. Garcia has managed the total Chanel business in Asia Pacific,
including high end fashion, fine jewelry and watches, fragrances and cosmetics.
From January 1994 to May 1996, Mr. Garcia served as Vice President and General
Manager of Max Factor-Japan. From 1989 to 1994, he served as Managing Director
for Procter & Gamble in Venezuela. Mr. Garcia completed his Chemical Engineering
studies in Venezuela. Mr. Garcia lives in Singapore.

Mr. Bohren was elected as a Director of the Registrant on June 29, 2001. Since
December 2000, Mr. Bohren has served as Vice President, Business Development and
Communications with RLX Technologies. From January 1997 to October 1998, Mr.
Bohren served as President and Chief Executive Officer of Traveling Software
Company. Mr. Bohren worked with Compaq Computer Corp. for 14 years until January
1997, serving in various capacities including Vice President and General Manager
of the Commercial Desktop Division, Vice President for Consumer Product
Marketing, and Vice President for Systems Marketing. While there, he
successfully launched the Presario(TM), Compaq's first consumer desktop brand.
Since 1996, Mr. Bohren has served as President and Chief Executive Officer of
LapLink.com, a remote communications software company. He serves on the Board of
Directors for ReplyTV, a digital video recorder and service; the Tomorrow
Factory, a start-up e-commerce infrastructure company; and Amerson Music
Ministries. Mr. Bohren earned a BA degree from the University of Minnesota.

Mr. Sandel was appointed Vice President and Director of the Registrant as of
July 31, 2001 in conjunction with the Company's acquisition of Faith Walk
Designs, Inc., of which he was a co-owner. Mr. Sandel and his wife, Kitty
Sandel, founded Faith Walk Designs in 1985 to focus on upscale hand-painted
furniture. In 1997, the Sandel's opened a retail outlet related to Faith Walk
Designs under the name Odds & Ends, L.P., the assets of which were contributed
to Faith Walk in July 2001. Mr. Sandel studied for two years at the University
of Houston working toward an arts degree. Subsequently, as an artist and
designer, he opened and operated a retail store focused on the floral category
of furnishings which was owned by the Sandel's for approximately five years and
operated under the name of Golden Mushroom.

Mr. Olson was appointed Vice President of Finance, Chief Financial Officer and
Treasurer of the Registrant on June 29, 2001. From January 2001 to the present,
Mr. Olson held similar positions with Decorate, Inc. (f/k/a Decorize.com). From

                                       22
<PAGE>

June 1995 to January 2001, Mr. Olson worked for John Q. Hammons Hotels, Inc., an
owner and operator of 53 hotel properties nationwide. While there he served as
Auditor, Accountant and finally, Corporate Accounting Manager. Mr. Olson earned
a BS in Accounting from Southwest Missouri State University.

Mr. Martin was appointed Vice President of Sales and Merchandising for the
Registrant on June 29, 2001. From December 2000 to the present, Mr. Martin held
similar positions with Decorate, Inc. (f/k/a Decorize.com). From May 1991 to
November 2000, he was a manufacturer's representative for The Motioncraft and
Precedent divisions of Sherrill Furniture Co. Mr. Martin has been a sales
representative for Gabberts Furniture in Dallas, Texas and worked as merchandise
manager for Ballengers Furniture in Oklahoma City, Oklahoma. Mr. Martin attended
Oklahoma State University.

Mr. Orwick was appointed Vice President of Operations of the Registrant on June
29, 2001 and held a similar position with Decorate, Inc. (f/k/a Decorize.com)
and has been functioning in that capacity since its inception. From March 1995
to March 2000, Mr. Orwick served in the positions of Product Manager, Marketing
Manager and Senior Product Manager of Ameritech, an Illinois company
specializing in data communications. Mr. Orwick earned a BS degree in
Engineering and Math from Regis University in Denver, Colorado, and earned an
MBA Finance degree from Illinois Benedictine College.

Ms. Ball was appointed Corporate Secretary and Director of Human Resources of
the Registrant on June 29, 2001 and has served as Office Manager of Decorate,
Inc. (f/k/a Decorize.com) from its inception. From 1982 to March 2000, Ms. Ball
worked for Noble Communications Co. serving as Data Processing Manager for the
research division, Director of MIS, and Director of Human Resources.

Each of the Company's principal officers is elected by and serves at the
pleasure of the Board of Directors.

ITEM 10. EXECUTIVE COMPENSATION
-------------------------------

Ruth E. Shepley was the Chief Executive Officer and the sole officer of
Guidelocator.com, Inc. from inception in July 1999 until June 29, 2001. In July
1999, Ms. Shepley received 1,500,000 shares of our common stock for services
rendered which were valued at $1,500. Ms. Shepley did not receive any other
compensation during her tenure as CEO of Guidelocator. Ms. Shepley returned
1,150,000 of the common shares to us on June 29, 2001 in conjunction with the
transaction in which Guidelocator acquired Decorate, Inc. as described in Item 1
of this Form 10-KSB.

The following table sets forth certain information regarding the compensation
paid during the two fiscal years ended June 30, 2001 and 2000 to our CEO and to
each of our officers whose total annual salary and bonus was or is anticipated
to be in excess of $100,000 during the current fiscal year, and the stock
options granted to these officers during the two fiscal years ended June 30,
2001 and 2000.

                                       23
<PAGE>
<TABLE>
<CAPTION>
                                           SUMMARY COMPENSATION TABLE

                                                                                       Long-Term Compensation
                                                                                              Awards
                                                                                  --------------------------------
Name and                                          Annual Compensation               Restricted       Securities
                                        ----------------------------------------      Stock          Underlying
Principal Position              Year*        Salary         Bonus        Other         Awards          Options
--------------------------  ---------   -------------  ------------  -----------  ---------------  ---------------
<S>                             <C>         <C>           <C>           <C>         <C>            <C>
Jon T. Baker (a)                2001        $133,829            $0           $0          $0                  0
CEO and Director                2000         $83,769            $0           $0          $0                  0

James K. Parsons (b)            2001         $75,000            $0           $0          $0                  0
EVP and Director                2000         $37,500            $0           $0          $0                  0

J. Michael Sandel (c)           2001        $122,304            $0           $0          $0                  0
V.P. and Director               2000        $127,400            $0           $0          $0                  0

J. Kent Martin (d)              2001         $72,367       $10,000           $0          $0            133,134
V.P., Sales/Marketing           2000              $0            $0           $0          $0                  0
</TABLE>

*Fiscal years ending June 30, 2001 and 2000.

(a)      Data for Jon T. Baker include compensation paid by GuildMaster, Inc.,
         which was acquired on June 18, 2001, from July 1, 1999 to March 5, 2000
         and by Decorize, Inc. thereafter. We have an agreement with Mr. Baker
         to defer $40,000 of his $160,000 annual salary from January 1, 2001 to
         December 31, 2001, which is to be paid in January 2002. As of June 30,
         2001, we have accrued $20,000 for this deferred compensation and that
         amount has been included in the fiscal 2001 salary shown for Mr. Baker.

(b)      Data for James K. Parsons represent compensation paid by GuildMaster,
         Inc., which was acquired on June 18, 2001. Mr. Parson's annual salary
         is currently $140,000.

(c)      Data for J. Michael Sandel represent compensation paid by Faith Walk
         Designs, Inc. and Odd & Ends, L.P., which were acquired on July 31,
         2001. Mr. Sandel's annual salary is currently $110,000.

(d)      The stock options granted to J. Kent Martin include 26,625 awarded in
         February 2001 and 106,509 granted under the 1999 Stock Option Plan on
         June 29, 2001. Mr. Martin's annual salary is currently $100,000. He was
         paid a $10,000 signing bonus as of his date of hire.


There were individual grants of stock options to officers and employees during
the fiscal year ended June 30, 2001 under two programs: (1) the option program
of Decorize.com, L.L.C., and (2) our 1999 Stock Option Plan. We have never
granted stock appreciation rights (SAR's) to any officer, director or employee.
Only one of our named executive officers as listed in the Summary Compensation
Table above was granted stock options, as is set forth in the following table.

                                       24
<PAGE>
<TABLE>
<CAPTION>
                                            OPTIONS GRANTS IN LAST FISCAL YEAR
                                                     INDIVIDUAL GRANTS


                                                                      Percent of
                                               Number of             Total Options
                                               Securities             Granted to            Exercise
                                               Underlying              Employees             Price           Expiration
J. Kent Martin                               Option Granted         In Fiscal Year         Per Share            Date
---------------------------------------   ---------------------  ----------------------  ---------------  ------------------
<S>                                            <C>                     <C>                 <C>             <C>
Decorize.com L.L.C. Options (a)                  26,625                  24.2%               $0.00376             N/A

1999 Stock Option Plan                          106,509                  30.9%                  $1.13       June 28, 2008
</TABLE>

(a)      A total of 109,864 Options were granted to officers and employees in
         February 2001.



One of our named executive officers exercised options during and had options
outstanding at the end of our last fiscal year ended June 30, 2001, as set forth
in the following table.
<TABLE>
<CAPTION>
                                       AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
                                              AND FISCAL YEAR-END OPTION VALUES


                                                                              Number of
                                         Number of                           Securities                   Value of
                                          Shares                             Underlying                  Unexercised
                                         Acquired          Value         Unexercised Options         In-the-Money Options
J. Martin                               On Exercise      Realized        At Fiscal Year-End          At Fiscal Year-End
-----------------------------------   ----------------  ------------  --------------------------  --------------------------
<S>                                       <C>             <C>                 <C>                          <C>
Decorize.com L.L.C. Options               26,625          $9,900                None                         N/A

1999 Stock Option Plan (a)                                                     106,509                       N/A
</TABLE>

(a)      None of the 1999 Stock Option Plan options were exercisable as of June
         30, 2001 nor were any of the options "in-the-money" as of June 30,
         2001.


Compensation of Directors

No director is specially compensated for the performance of duties in that
capacity or for his/her attendance at Board of Directors meetings or Board
Committee meetings, but directors are reimbursed for their directly related
expenses for such meetings.

                                       25
<PAGE>

Employment Contracts
--------------------

We have employment contracts with three of our executive officers: Jon T. Baker,
James K. Parsons and J. Michael Sandel.

Mr. Baker's employment contract, dated June 15, 2001, has a term of three years
and a base annual salary of $160,000. Bonuses, if any, are to be paid at the
sole discretion of our Board of Directors. The agreement contains an equity
compensation provision under which Mr. Baker can earn an equity compensation
bonus at the second anniversary of the agreement based on the profitability of
GuildMaster, Inc. as set forth on the table below. The contract also includes a
two-year covenant-not-to-compete clause in the event Mr. Baker voluntarily
terminates his employment with us.

Mr. Parsons' employment contract, dated June 15, 2001, has a term of three years
and a base annual salary of $140,000. Bonuses, if any, are to be paid at the
sole discretion of our Board of Directors. The agreement contains an equity
compensation provision under which Mr. Parsons can earn an equity compensation
bonus at the second anniversary of the agreement based on the profitability of
GuildMaster, Inc. as set forth on the table below. The contract also includes a
two-year covenant-not-to-compete clause in the event Mr. Parsons voluntarily
terminates his employment with us.

The equity compensation bonus provisions of Mr. Baker and Mr. Parsons'
employment contracts establish the market value of bonus shares of our common
stock that are to be issued to each executive based on the cumulative pre-tax
profits of GuildMaster, Inc. during the two-year period subsequent to June 15,
2001. The cumulative profit levels and the market value of the bonus shares are
shown on the following table.

                             EQUITY BONUS PROVISION
                     BAKER AND PARSONS EMPLOYMENT CONTRACTS


                                                  Market Value of
          Cumulative Pre-Tax Profits              Bonus Shares for
          of GuildMaster, Inc. (a)                 Each Executive
       -------------------------------         ----------------------
             Less than $700,000                          $0
             $700,000 - $899,999                      $100,000
             $900,000 - $1,099,999                    $150,000
             $1,100,000 or More                       $250,000


         (a)      Cumulative pre-tax profits from the acquisition date of
                  GuildMaster, Inc., which was June 18, 2001, through the
                  Determination Date, which is June 15, 2003.


Mr. Sandel's employment contract, dated July 31, 2001, has a term of four years
and a base annual salary of $110,000. Bonuses, if any, are to be paid at the
sole discretion of our Board of Directors. The agreement contains an equity
compensation provision under which Mr. Sandel can earn an equity compensation
bonus at the second anniversary of the agreement based on the profitability of
Faith Walk Designs, Inc. as set forth on the table below. The contract also

                                       26
<PAGE>

includes a two-year covenant-not-to-compete clause in the event Mr. Sandel
voluntarily terminates his employment with us.

                             EQUITY BONUS PROVISION
                           SANDEL EMPLOYMENT CONTRACT


      Cumulative Pre-Tax Profits                      Market Value of
      of Faith Walk Designs, Inc. (a)                   Bonus Shares
      --------------------------------              ------------------
          Less than $400,000                             $      0
          $400,000 - $499,999                            $ 50,000
          $500,000 - $699,999                            $ 85,000
          $700,000 or More                               $125,000


       (a)    Cumulative pre-tax profits from the acquisition date of
              Faith Walk Designs, Inc., which was July 31, 2001,
              through the Determination Date, which is July 31, 2003.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
------------------------------------------------------------------------

This table describes the ownership of our outstanding common stock as of
September 25, 2001 by: (i) each of our officers and directors; (ii) each person
who is known by us to own more than 5% of the Company's outstanding common
stock; and (iii) all of our officers and directors as a group:


Name and Address                                                   Percent of
of Beneficial Owner (1)                 Amount Owned                Class (2)
-----------------------                 ------------                ---------

Jon T. Baker                              2,380,041                   23.42%
211 S. Union Street, Suite F
Springfield, MO  65802

James K. Parsons                          2,943,420                   28.97%
211 S. Union Street, Suite F
Springfield, MO  65802

Kevin Bohren                                321,908                    3.17%
P.O. Box 6632
Avon, CO  81620

                                       27
<PAGE>

Timothy M. Dorgan                            35,768                    0.35%
350 May Avenue
Glen Ellyn, IL  60137

Fabian Garcia                               143,070                    1.41%
8 A Camden Park
Singapore 299799

J. Michael Sandel                           161,443                    1.59%
10825 Barley Lane, Suite D
Houston, TX 77070

Brent Olson                                   6,122                     *
211 S. Union Street, Suite F
Springfield, MO  65802

Gaylen Ball                                   5,061                     *
211 S. Union Street, Suite F
Springfield, MO  65802

J. Kent Martin                               30,625                    0.30%
211 S. Union Street, Suite F
Springfield, MO  65802

David A. Orwick                              58,051                    0.57%
211 S. Union Street, Suite F
Springfield, MO  65802

All Executive Officers and
  Directors as a group (9 persons)        6,085,509                   59.89%
--------------
* less than 1/10th of 1 percent

(1)      Beneficial ownership has been determined in accordance with Rule 13d-3
         under the Exchange Act and unless otherwise indicated, represents
         securities for which the beneficial owner has sole voting and
         investment power. Any securities held in the name of and under the
         voting and investment authority of a spouse of an executive officer or
         director have been excluded.

(2)      Based upon 10,161,443 shares issued and outstanding.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------

On July 14, 1999, Guidelocator.com, Inc. issued a $10,000 promissory note to
Ruth E. Shepley, our sole officer and director at the time. The note carried an
interest rate of 10%, was due on August 30, 2001, and required repayment upon a
change of control of Guidelocator. This note was subsequently repaid.

                                       28
<PAGE>

In July 1999, we issued Ruth E. Shepley 1,500,000 shares of our common stock for
services rendered which were valued at $1,500. Ms. Shepley returned 1,150,000 of
these shares to us pursuant to the June 29, 2001 Guidelocator acquisition of
Decorate, Inc., as described in Item 1 of this 10-KSB. Prior to June 29, 2001,
our office was located in a building owned by Ms. Shepley. We did not pay rent
for the office and did not enter into a lease for the office space.

Our acquisition of GuildMaster, Inc. effective June 18, 2001, as described in
Item 1 of this 10-KSB, involved two of our executive officers (Jon T. Baker and
James K. Parsons) and the wife of James K. Parsons (Ellen L Parsons) who as a
group owned all of the issued and outstanding common stock of GuildMaster.
Pursuant to this transaction, we issued stock to these three individuals and
issued a $375,000 promissory note to Mr. Baker and a $925,000 promissory note to
Mr. Parsons, also as described in Item 1 of this 10-KSB.

Through a private offering of stock, we sold 876,000 of our common stock to
twelve accredited investors for $700,000 on June 29, 2001, as described in Item
1 of this 10-KSB. As of June 29, 2001, we had received $230,000 of the proceeds
of this sale. The remaining $470,000 was received in July 2001 and is included
in other receivables on our consolidated balance sheet as of June 30, 2001.

A stockholder of the company owed us $39,537 as of June 30, 2001 for expenses
which we paid related to the merger of Guidelocator.com, Inc. and Decorate, Inc.
This amount was included in other receivables on our consolidated balance sheet
as of June 30, 2001 and has subsequently been received from the stockholder.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------

Exhibits
--------
The following is a list and index of Exhibits required by Item 601 of Regulation
S-B along with a statement as to the location of the Exhibit if incorporated by
reference:

                                  Exhibit Index


Exhibit
Number                     Document Name and Location
-------       -----------------------------------------------------------------
              PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR
              SUCCESSION

2.1*          Agreement and Plan Of Merger between Decorate, Inc. and
              Decorize.com, L.L.C. dated June 18, 2001.

2.2*          Agreement and Plan of Merger by and among Decorate, Inc., JB
              Express, Inc., GuildMaster, Inc., James K. Parsons, Ellen L.
              Parsons and Jon T. Baker dated May 15, 2001.

                                       29
<PAGE>

2.3(a)        Securities Exchange Agreement between Guidelocator.com, Inc. and
              the shareholders of Decorate, Inc. dated June 29, 2001.

2.4(a)        Certificate of Merger, State of Delaware, filed July 5, 2001.

2.5(a)        Articles of Merger, State of Texas, filed July 6, 2001.

2.6(c)        Agreement and Plan of Merger by and among Decorize, Inc., Step of
              Faith, Inc., Faith Walk Designs, Inc., John Michael Sandel and
              Kitty Sandel dated July 31, 2001.

2.7(c)        Letter Agreement between John Michael Sandel, Kitty Sandel and
              Decorize, Inc. dated July 31, 2001.

2.8(c)        Letter Agreement #2 between John Michael Sandel, Kitty Sandel and
              Decorize, Inc. dated July 31, 2001.

2.9*          Certificate of Ownership and Merger merging Decorate, Inc. into
              Decorize, Inc., State of Delaware, dated July 23, 2001.

2.10*         Articles of Merger for merging Decorate, Inc. into Decorize, Inc.,
              State of Missouri, filed August 6, 2001.

              ARTICLES OF INCORPORATION AND BY-LAWS

3.1*          Certificate of Incorporation of Decorize, Inc., State of Delaware,
              filed June 27, 2001.

3.2*          By-Laws of Decorize, Inc., State of Delaware, filed June 27, 2001.

              INSTRUMENTS DEFINING THE RIGHTS OF HOLDERS

4.1*          Form of Decorize, Inc. Stock Certificate

              MATERIAL CONTRACTS

10.1*         Promissory Note dated June 15, 2001 between Decorate, Inc. and Jon
              T. Baker.

10.2*         Promissory Note dated June 15, 2001 between Decorate, Inc. and
              James K. Parsons.

10.3*         Employment agreement between Decorate, Inc. and Jon T. Baker dated
              June 15, 2001.

10.4*         Employment agreement between Decorate, Inc. and James K. Parsons
              dated June 15, 2001.

10.5(c)       Promissory Note dated July 31, 2001 between Decorize, Inc. and
              John Michael Sandel and Kitty Sandel.

                                       30
<PAGE>

10.6(c)       Employment Agreement between Decorize, Inc. and John Michael
              Sandel dated July 31, 2001.

10.7(c)       Form of $2.00 Warrant expiring June 30, 2003.

10.8(d)       Decorize, Inc. 1999 Stock Option Plan

10.9*         Form of Employee Incentive Stock Option Notice and Agreement

10.10*        Lease Agreement between Decorize.com, L.L.C. and 211 Union, LLC
              dated April 10, 2000 for Unit "F" at 211 Union Street,
              Springfield, Missouri

10.11*        Lease Agreement between Decorize.com, L.L.C. and 211 Union, LLC
              dated November 9, 2000 for Unit "H" at 211 Union Street,
              Springfield, Missouri

10.12*        Loan Agreement between Decorize, Inc. and Liberty Bank dated
              August 16, 2001.

10.13*        Factoring Contract and Security Agreement between First Factors
              Corporation and GuildMaster, Inc. dated June 25, 1998.

10.14*        Subordination Agreement by and between GuildMaster, Inc., James K.
              Parsons, and First Factors Corporation dated June 25, 1998.

10.15*        Subordination Agreement by and between GuildMaster, Inc., James K.
              Parsons, and GE Capital Commercial Services, Inc. dated April 17,
              2000.

10.16*        Lease Agreement between C. R. Wehr, Jr. and GuildMaster, Inc.
              dated December 1, 1996 for land and commercial structure at 2655
              North Airport Commerce Avenue, Springfield, Missouri.

10.17*        Lease dated June 23, 1997 between Phoenix Home Life Mutual
              Insurance Company and GuildMaster, Inc. for furniture showroom
              space in High Point, North Carolina.

10.18*        Sublease agreement dated June 9, 1998 between Southern Accessories
              Today, Inc. and GuildMaster, Inc. for showroom space in the
              Atlanta Merchandise Mart, Atlanta, Georgia.

10.19*        Note and security agreements by and among GuildMaster, Inc., Sac
              River Valley Bank and the U.S. Small Business Administration dated
              August 13, 1996.

10.20*        Loan agreement between GuildMaster, Inc. and Liberty Bank dated
              May 26, 2001.

                                       31
<PAGE>

10.21*        Lease Agreement between Shepherd Turk, Inc. and Faith Walk
              Designs, Inc. dated April 1, 2001 for office and warehouse space
              at 10825 Bareley Lane, Suite "D", Houston, Texas.

10.22*        Lease Agreement between Ed & Robin Charlesworth and John Michael
              Sandel dated August 11, 1997 for retail store space at 10609
              Grant, Houston, Texas.

10.23*        Loan Agreement between Faith Walk Designs, Inc. and Sterling Bank
              dated June 19, 2000.

10.24*        Loan Agreement between Faith Walk Designs, Inc. and Sterling Bank
              dated February 22, 2000.

10.25*        Loan Agreement between Faith Walk Designs, Inc. and Sterling Bank
              dated December 1, 2000.

10.26*        Loan Agreement between Faith Walk Designs, Inc. and Sterling Bank
              dated September 24, 1999.

10.27*        Loan Agreement between Faith Walk Designs, Inc. and Sterling Bank
              dated November 16, 2000.

10.28*        Lease Agreement between Faith Walk Designs, Inc. and Republic
              Leasing Company dated May 18, 1998.

10.29*        Equipment Lease between Faith Walk Designs, Inc. and Monex Leasing
              dated January 29, 1998.

              LETTERS ON CHANGES IN CERTIFYING ACCOUNTANT

16.1(b)       Letter dated July 31, 2001 from Malone & Bailey PLLC to Decorize,
              Inc. regarding resignation of certifying accountants.

16.2(b)       Letter dated July 31, 2001 from Malone & Bailey PLLC regarding
              agreement with Item 4 of Report on Form 8-K filed on August 1,
              2001.

              SUBSIDIARIES OF THE REGISTRANT

N/A           GuildMaster, Inc., a Missouri Corporation

N/A           Faith Walk Designs, Inc., a Missouri Corporation

                                       32
<PAGE>

------------------------------------------
Footnotes

 *   Filed herewith.

(a)  Filed as an exhibit to Report on Form 8-K filed July 16, 2001.

(b)  Filed as an exhibit to Report on Form 8-K filed on August 1, 2001.

(c)  Filed as an exhibit to Report on Form 8-K filed on August 15, 2001.

(d)  Filed by Guidelocator.com, Inc. as an exhibit to registration statement
     SB-2 filed September 29, 1999 (SEC File No. 000-88083).


Reports on Form 8-K
-------------------

1.   A Current Report on Form 8-K was filed on July 16, 2001 to report (1) a
     change of control of the Registrant and (2) the acquisition of all of the
     issued and outstanding shares of Decorate, Inc. by the Registrant through
     the issuance of 7.7 million new shares of common stock.

2.   A Current Report on Form 8-K/A was filed on July 24, 2001 to (1) amend the
     July 16, 2001 filing, (2) report the private sale of 876,000 shares of
     common stock for an aggregate of $700,000 to 12 accredited investors, (3)
     report the issuance of seven-year stock options to purchase 344,823 shares
     of common stock to key employees, and (4) include financial statement and
     other exhibits.

3.   A Current Report on Form 8-K was filed on August 1, 2001 to report changes
     in the Registrant's certifying accountant.

4.   A Current Report on Form 8-K was filed on August 15, 2001 to report (1) the
     acquisition of Faith Walk Designs, Inc., a Texas corporation, and (2) the
     authorization by the Decorize, Inc. board of directors of the issuance of
     up to 500,000 common stock purchase warrants to 11 former holders of Class
     B Units in Decorize.com L.L.C.

                                       33
<PAGE>

                                   SIGNATURES


In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

Date:  September 28, 2001               DECORIZE, INC.



                                        By:   /s/ Jon T. Baker
                                        ------------------------------------
                                        Jon T. Baker
                                        President and Chief Executive Officer


         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.


    SIGNATURE                   NAME AND TITLE                       DATE
    ---------                   --------------                       ----

/s/ Jon T. Baker           Jon T. Baker,  President and      September 28, 2001
----------------------     Chief Executive Officer
Jon T. Baker


/s/ James K. Parsons       James K. Parsons, Executive       September 28, 2001
----------------------     Vice President and Director
James K. Parsons


/s/ Brent Olson            Brent Olson, Vice President of    September 28, 2001
------------------         Finance, CFO and Treasurer
Brent Olson


/s/ Timothy M. Dorgan      Timothy M. Dorgan, Director       September 28, 2001
---------------------
Timothy M. Dorgan


/s/ Fabian T. Garcia       Fabian T. Garcia, Director        September 28, 2001
----------------------
Fabian T. Garcia


/s/ Kevin Bohren           Kevin Bohren, Director            September 28, 2001
------------------
Kevin Bohren


/s/ J. Michael Sandel      J. Michael Sandel, Vice           September 28, 2001
---------------------      President and Director
J. Michael Sandel

                                       34
<PAGE>

                                 Decorize, Inc.
                          Index to Financial Statements




Independent Auditor's Report------------------------------------------------F-2

Consolidated Balance Sheets for June 30, 2001 and December 31, 2000---------F-3

Consolidated Statements of Operations for the six months ended
  June 30, 2001, for the period March 6, 2000 to June 30, 2000,
  and for the period March 6, 2000 to December 31, 2000---------------------F-4

Consolidated Statements of Changes in Stockholders' Equity Since
  Inception-----------------------------------------------------------------F-5

Consolidated Statements of Cash Flows for the six months ended
  June 30, 2001, for the period March 6, 2000 to June 30, 2000,
  and for the period March 6, 2000 to December 31, 2000---------------------F-6

Notes to Financial Statements-----------------------------------------------F-7


                                      F-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT
                        - - - - - - - - - - - - - - - - -


To the Board of Directors and Stockholders
Decorize, Inc. (Successor to Guidelocator.com, Inc.) and Subsidiary
Springfield, Missouri


We have audited the accompanying  consolidated balance sheets of Decorize,  Inc.
and  Subsidiary  as of June 30,  2001 and  December  31,  2000,  and the related
consolidated statements of operations, changes in stockholders' equity, and cash
flows for the six  months  ended June 30,  2001 and the period  March 6, 2000 to
December  31,   2000.   These   consolidated   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits 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 consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of Decorize,  Inc. and
Subsidiary  as of June 30, 2001 and December  31,  2000,  and the results of its
operations  and cash flows for the six months ended June 30, 2001 and the period
March 6, 2000 to December 31, 2000, in  conformity  with  accounting  principles
generally accepted in the United States of America.

/s/ Kirkpatrick, Phillips & Miller

September 7, 2001
Springfield, Missouri

                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                       DECORIZE, INC. (SUCCESSOR TO GUIDELOCATOR.COM, INC.) AND SUBSIDIARY

                                         CONSOLIDATED BALANCE SHEETS

                                                                        June 30, 2001               December 31, 2000
                                                                        -------------               -----------------
                                                                          (Audited)                      (Audited)
ASSETS:
<S>                                                                         <C>                         <C>
Current assets:
    Cash and cash equivalents                                               $    89,180                 $   556,965
    Receivables:
      Trade, less allowance for doubtful
         accounts of $7,000 at June 30, 2001                                    601,753                      22,970
      Other                                                                     539,537                           -
    Inventories                                                               1,433,110                      61,055
    Inventory deposits                                                          125,650                      71,432
    Deferred tax benefits                                                         9,000                           -
    Prepaid expenses and other                                                   70,757                      52,053
                                                                            -----------                 -----------
      Total current assets                                                    2,868,987                     764,475

    Property and equipment, net                                                 268,058                     143,169
    Goodwill                                                                  2,125,949                           -
    Deferred tax benefits                                                        23,700                           -
    Other assets                                                                  2,600                       1,960
                                                                            -----------                 -----------
        Total assets                                                        $ 5,289,294                 $   909,604
                                                                            ===========                 ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Current portion long-term debt                                             $ 24,328                         $ -
    Obligation under capital lease                                                3,400                       2,900
    Accounts payable                                                            180,446                      86,679
    Accrued expenses                                                            328,682                      35,710
    Other current liabilities                                                   268,160                           -
                                                                            -----------                 -----------
      Total current liabilities                                                 805,016                     125,289

Long-term debt                                                                  135,044                           -

Noncurrent obligation under capital lease                                         3,128                       5,196

Notes payable to stockholders                                                 1,300,000                           -
                                                                            -----------                 -----------
      Total liabilities                                                       2,243,188                     125,289
                                                                            -----------                 -----------

Commitments and contingencies                                                         -                           -

Stockholders' equity:

    Preferred stock, $.001 par value; 2,000,000 shares
      authorized, none issued                                                         -                           -

    Common stock, $.001 par value; 10,000,000 shares
      authorized, 10,000,000 shares at June 30, 2001
      and 5,820,672 at December 31, 2000, issued and
      outstanding                                                                10,000                       5,821

    Additional paid-in capital                                                4,511,136                   1,769,179

    Accumulated deficit                                                      (1,475,030)                   (665,881)

    Receivables from stockholders for stock issuance                                 -                     (330,000)
                                                                            -----------                 -----------

      Total stockholders' equity                                              3,046,106                     779,119
                                                                            -----------                 -----------

Total liabilities and stockholders' equity                                  $ 5,289,294                 $   904,408
                                                                            ===========                 ===========
</TABLE>

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

                                       F-3
<PAGE>
<TABLE>
<CAPTION>
                           DECORIZE, INC. (SUCCESSOR TO GUIDELOCATOR.COM, INC.) AND SUBSIDIARY

                                           CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                       Period                     Period
                                                       Six Months Ended            March 6, 2000 to           March 6, 2000 to
                                                         June 30, 2001              June 30, 2000             December 31, 2000
                                                         -------------              -------------             -----------------
                                                           (Audited)                 (Unaudited)                 (Audited)
<S>                                                        <C>                        <C>                         <C>
Sales                                                      $  842,274                 $        -                  $  284,307

Cost of sales                                                 585,135                          -                     220,829
                                                           ----------                 ----------                  ----------
Gross profit                                                  257,139                          -                      63,478
                                                           ----------                 ----------                  ----------

Operating expenses:
    Selling, general and administrative                       994,566                    150,501                     654,866
    Depreciation and amortization                              27,545                          -                      17,190
                                                           ----------                 ----------                  ----------
      Total operating expenses                              1,022,111                    150,501                     672,056
                                                           ----------                 ----------                  ----------

Net loss from operations                                     (764,972)                  (150,501)                   (608,578)

Other income (expense):
    Interest income                                             7,822                      5,196                      15,475
    Interest expense                                           (4,699)                         -                        (485)
    Other                                                     (80,000)                       355                     (72,293)
                                                           ----------                 ----------                  ----------
      Total other income (expense)                            (76,877)                     5,551                     (57,303)
                                                           ----------                 ----------                  ----------

Net loss before income taxes                                 (841,849)                  (144,950)                   (665,881)

Income tax benefit                                            (32,700)                        -                            -
                                                           ----------                 ----------                  ----------

Net loss                                                   $ (809,149)                $ (144,950)                 $ (665,881)
                                                           ==========                 ==========                  ==========

Basic and diluted loss
  per share                                                $    (0.13)                $    (0.02)                 $    (0.11)
                                                           ==========                 ==========                  ==========

Basic and diluted weighted-average
  shares outstanding                                        6,117,338                  5,820,672                   5,820,672
                                                           ==========                 ==========                  ==========
</TABLE>

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

                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                        DECORIZE, INC. (SUCCESSOR TO GUIDELOCATOR.COM, INC.) AND SUBSIDIARY

                              CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                       PERIOD MARCH 6, 2000 TO DECEMBER 31, 2000 AND SIX MONTHS ENDED JUNE 30, 2001


                                                                                                        Receivables
                                                                                                           from
                                                      Common Stock                                      Stockholders
                                              --------------------------    Paid-in      Accumulated     for Stock
                                                 Shares       Par Value     Capital        Deficit        Issuance         Total
                                                 ------       ---------     -------        -------        --------         -----
<S>                                            <C>            <C>         <C>            <C>            <C>             <C>
Net proceeds from issuance of
  common stock                                 5,820,672      $ 5,821     $ 1,769,179    $         -    $  (330,000)    $ 1,445,000

Net loss                                               -            -              -        (665,881)            -         (665,881)
                                               ----------     --------    -----------    -----------    -----------     -----------

Balances, December 31, 2000                     5,820,672        5,821      1,769,179       (665,881)      (330,000)        779,119

Net loss                                                -            -              -       (809,149)             -        (809,149)

Exercise of stock options                         109,864          110         41,555              -              -          41,665

Collection of receivables for
  stock issuance                                        -            -              -              -        330,000         330,000

Issuance of common stock
  for acquisition of GuildMaster, Inc.          3,193,464        3,193      2,049,284              -              -       2,052,477

Net proceeds from issuance of
  common stock                                    876,000          876        651,118              -              -         651,994
                                               ----------     --------    -----------    -----------    -----------     -----------

Balances, June 30, 2001                        10,000,000     $ 10,000    $ 4,511,136    $(1,475,030)   $         -     $ 3,046,106
                                               ==========     ========    ===========    ===========    ===========     ===========
</TABLE>

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

                                       F-5
<PAGE>
<TABLE>
<CAPTION>
                            DECORIZE, INC. (SUCCESSOR TO GUIDELOCATOR.COM, INC.) AND SUBSIDIARY

                                         CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                          Period                Period
                                                               Six Months Ended      March 6, 2000 to      March 6, 2000 to
                                                                 June 30, 2001         June 30, 2000       December 31, 2000
                                                                 -------------         -------------       -----------------
                                                                   (Audited)            (Unaudited)             (Audited)
<S>                                                                <C>                   <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                           $(809,149)            $(144,950)            $ (665,881)
Adjustments to reconcile net loss to cash provided
by operating activities:
     Depreciation                                                     27,756                     -                 17,190
     Common stock issued for services                                      -                     -                 50,000
     Loss on abandonment of property and equipment                         -                     -                 72,293
     Exercise of stock options                                        41,665                     -                      -
Changes in certain assets and liabilities:
     Receivables                                                    (140,799)                    -                (22,970)
     Inventories                                                    (146,793)                    -                (61,055)
     Prepaid expenses and other                                      (12,825)              (50,311)              (125,445)
     Deferred tax benefits                                           (32,700)                    -                      -
     Accounts payable                                                 52,627                     -                 86,679
     Accrued expenses                                                170,292                10,583                 35,710
                                                                   ---------             ---------             ----------
        Net cash used in operating activities                       (849,926)             (184,678)              (613,479)
                                                                   ---------             ---------             ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Acquisition of property and equipment                           (29,824)             (103,240)              (222,448)
     Other receivables                                               (69,537)                    -                      -
     Acquisition of GuildMaster, Inc., net of cash                       300                     -                      -
                                                                   ---------             ---------             ----------
        Net cash used in investing activities                        (99,061)             (103,240)              (222,448)
                                                                   ---------             ---------             ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Principal payments under capital lease obligation                (1,568)                    -                 (2,108)
     Proceeds from receivables  for issuance of
       common stock                                                  330,000                     -                      -
     Issuance of common stock, net of related expenses               152,770               669,777              1,395,000
                                                                   ---------             ---------             ----------
        Net cash from financing activities                           481,202               669,777              1,392,892
                                                                   ---------             ---------             ----------
        Net increase (decrease) in cash and cash equivalents        (467,785)              381,859                556,965

CASH AND CASH EQUIVALENTS, beginning of period                       556,965                     -                      -
                                                                   ---------             ---------             ----------
CASH AND CASH EQUIVALENTS, end of period                           $  89,180             $ 381,859             $  556,965
                                                                   =========             =========             ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID FOR INTEREST                                             $   4,699             $       -             $      485
                                                                   =========             =========             ==========

NON-CASH INVESTING AND FINANCING ACTIVITIES:

During the period March 6, 2000 to December 31, 2000, the Company entered into a
capital  lease for a phone  system.  The Company  recorded  the phone system and
corresponding  lease  obligation  at its market  value of  $10,204.  The Company
issued common stock in exchange for $50,000 of services  during the same period.
The Company acquired GuildMaster,  Inc. on June 18, 2001. See Note 2 for details
of that  transaction.  On June 29, 2001 the  Company  issued  876,000  shares of
common stock for $230,000 and a receivable of $470,000 (See Note 14).

</TABLE>
               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                       F-6
<PAGE>

       DECORIZE, INC. (SUCCESSOR TO GUIDELOCATOR.COM, INC.) AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
       ------------------------------------------

       Nature of  business - The Company is a  manufacturer  and  wholesaler  of
       imported  home  furnishings  and  home  accent  items.  The  consolidated
       financial  statements include the accounts of the Company's  wholly-owned
       subsidiary,  Decorate, Inc. and Decorate, Inc.'s wholly-owned subsidiary,
       GuildMaster, Inc.

       Principles  of  consolidation  - The Company is a holding  company  whose
       assets consist of its investment in its  subsidiary.  The business of the
       consolidated  group is conducted through Decorate,  Inc. and GuildMaster,
       Inc. The results of companies  acquired are included in the  consolidated
       financial statements from the effective date of acquisition (see Note 2).
       All  significant   intercompany   balances  and  transactions  have  been
       eliminated in consolidation.

       Inventories  -  Inventories  have  been  valued  at the  lower of cost or
       market, as determined by the first-in first-out (FIFO) method.

       Property and equipment and related  depreciation - Property and equipment
       has been stated at cost less accumulated depreciation. As required by SOP
       98-1,  "Accounting for Costs of Computer  Software  Developed or Obtained
       for  Internal  Use,"  the  Company   capitalized   $155,586  of  computer
       technology developed or obtained for internal use.  Depreciation has been
       computed  by  applying  the  straight-line   method  over  the  following
       estimated lives:

                        Category                        Estimated Life
                ---------------------------           -----------------
                Automobiles                                   5 years
                Warehouse and production equipment            7 years
                Developed technology                          3 years
                Office and computer equipment               3-7 years
                Leasehold improvements                    10-20 years

       Goodwill - Goodwill has been recorded by the Company in  connection  with
       the  acquisition  of the  net  assets  of  GuildMaster,  Inc.,  which  is
       discussed further in Note (2).  Goodwill,  which represents the excess of
       the  purchase  price  over  the  estimated  market  value  of net  assets
       acquired, is being amortized on a straight-line basis over fifteen years.
       Amortization  expense was not charged to  operations  for the period from
       the merger date to June 30, 2001,  because the amount was not material to
       the consolidated financial statements.

                                       F-7
<PAGE>

       DECORIZE, INC. (SUCCESSOR TO GUIDELOCATOR.COM, INC.) AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
       ------------------------------------------------------

       Income taxes - Deferred tax liabilities and assets are recognized for the
       expected future tax consequences of events that have been included in the
       consolidated   financial   statements   or  tax  returns.   Deferred  tax
       liabilities and assets are determined  based on the  differences  between
       the  consolidated  financial  statements  and the tax basis of assets and
       liabilities,  using  tax  rates in  effect  for the  years  in which  the
       differences are expected to reverse. A valuation allowance is provided to
       offset any net deferred tax assets if, based upon the available evidence,
       it is more  likely than not that some or all of the  deferred  tax assets
       will not be realized.

       As discussed in Note 2, Decorate,  Inc. merged with Decorize.com,  L.L.C.
       on June 18,  2001.  Because  Decorize.com,  L.L.C.  operated as a limited
       liability company, any net losses incurred between March 6, 2000 and June
       18, 2001 will be passed  through to each member of the limited  liability
       company with no income tax benefit resulting to the Company.

       Accounting  estimates - Management  uses  estimates  and  assumptions  in
       preparing  these  financial   statements  in  accordance  with  generally
       accepted  accounting  principles.  Those estimates and assumptions affect
       the  reported  amounts  of assets  and  liabilities,  the  disclosure  of
       contingent  assets  and  liabilities,   and  the  reported  revenues  and
       expenses. Actual results could vary from the estimates that were used.

       Consolidated  statements of cash flows - For purposes of the Consolidated
       Statements of Cash Flows, cash equivalents include money market funds and
       all highly  liquid debt  instruments  with  maturities of three months or
       less at the date of their acquisition.

       Advertising costs - The Company expenses non-direct response  advertising
       costs as they are incurred.

       Fair  value  of  financial  instruments  - The  carrying  amounts  of the
       Company's financial instruments approximate fair value.

       Loss per share - Basic loss per share  excludes  dilution and is computed
       by dividing net loss available to  stockholders  by the  weighted-average
       number of shares  outstanding  during the period.  Diluted loss per share
       reflects the  potential  dilution that could occur if securities or other
       contracts to issue  shares were  exercised or resulted in the issuance of
       shares that would share in the losses of the Company.  Dilutive potential
       shares are added to  weighted-average  shares used to compute  basic loss
       per share.

       Comprehensive  income -  Accounting  principles  generally  require  that
       recognized revenue, expenses, gains and losses be included in net income.
       Although  certain changes in assets and  liabilities,  such as unrealized
       gains and losses on  available-for-sale  securities,  are  reported  as a
       separate  component  of the equity  section of the  balance  sheet,  such
       items, along with net income, are components of comprehensive income.

                                       F-8
<PAGE>

       DECORIZE, INC. (SUCCESSOR TO GUIDELOCATOR.COM, INC.) AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(1)    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
       ------------------------------------------------------

       New  accounting  standards  - In  July  2001,  the  Financial  Accounting
       Standards Board issued SFAS No. 141, "Business Combinations" and SFAS No.
       142,  "Goodwill and other  Intangible  Assets." SFAS No. 141 requires the
       use of the purchase  method of accounting  for all business  combinations
       initiated    after   June   30,    2001,    thereby    eliminating    the
       pooling-of-interests method. SFAS No. 141 also provides new criteria that
       determine  whether an  acquired  intangible  asset  should be  recognized
       separately  from  goodwill.  SFAS No.  142  provides  guidance  on how to
       account for goodwill and intangible  assets after a business  combination
       has been  completed.  Under  SFAS No.  142  goodwill  and  certain  other
       intangible  assets  will no longer be  amortized  and will be tested  for
       impairment at least annually. Intangible assets with a definite life will
       continue to be amortized.  The  nonamortization and impairment rules will
       apply to existing  goodwill  and  intangible  assets  beginning  with the
       fiscal  years  starting  after  December  15,  2001.  Early  adoption  is
       permitted for entities with fiscal years  beginning after March 15, 2001.
       The Company  believes that the adoption of SFAS No. 141 and 142 will have
       an impact on the results of operations and the financial condition of the
       Company. The significance of the impact has not been determined.

(2)    MERGERS AND ACQUISITION
       -----------------------

       Far East Direct,  L.L.C., a Missouri limited liability company was formed
       on February 7, 2000.  This company  began  operating on March 6, 2000. On
       March 29, 2000, Far East Direct, L.L.C. changed its name to Decorize.com,
       L.L.C. On March 28, 2001,  Decorate,  Inc. was incorporated as a Missouri
       corporation  for the purpose of changing the legal form of  Decorize.com,
       L.L.C.  Decorize.com,  L.L.C. was merged into Decorate,  Inc. on June 18,
       2001.  Since the two  entities  were owned by the same  individuals,  the
       merger was accounted for as a recapitalization of Decorize.com, L.L.C.

       Decorate,  Inc. was acquired on June 29, 2001, by Guidelocator.com,  Inc.
       (Guidelocator),  a Texas  corporation.  Guidelocator  is a publicly  held
       company that had minimal operations. Guidelocator issued 7,700,000 shares
       (77% of the total outstanding shares after the acquisition) of its common
       stock in exchange for all of the  outstanding  shares of  Decorate,  Inc.
       common stock. After the acquisition,  the shareholders of Decorate,  Inc.
       held the  majority  of the  outstanding  common  stock  of  Guidelocator.
       Because of this,  Decorate,  Inc. is considered the acquiring company for
       accounting   purposes  and  the   acquisition  was  accounted  for  as  a
       recapitalization of Decorate, Inc.

       On July 6, 2001,  Guidelocator  merged into  Decorize,  Inc.,  a Delaware
       corporation and wholly-owned subsidiary of Guidelocator formed solely for
       that  purpose.   Because  this  merger  occurred  after  June  30,  2001,
       stockholders' equity reflected in the consolidated balance sheets and the
       consolidated  statements  of changes in  stockholders'  equity is that of
       Guidelocator.

                                       F-9
<PAGE>

       DECORIZE, INC. (SUCCESSOR TO GUIDELOCATOR.COM, INC.) AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(2)    MERGERS AND ACQUISITION (CONTINUED)
       -----------------------------------

       At  the  same  time  Decorate,  Inc.  was  incorporated,  a  wholly-owned
       subsidiary  of Decorate,  Inc. was formed,  JB Express,  Inc., a Missouri
       corporation.  JB Express, Inc. merged with GuildMaster,  Inc. on June 18,
       2001,  and then  changed its name to  GuildMaster,  Inc.  This merger was
       accounted   for  as  a  purchase,   and  the  results  of  operations  of
       GuildMaster,  Inc. have been included in the consolidated  results of the
       Company since the merger date.  GuildMaster,  Inc. incurred a net loss of
       $3,941 for the period June 18, 2001, to June 30, 2001.  The total cost of
       this acquisition, which was based on fair market values of the net assets
       acquired, is as follows:

                 Cash                                    $       300
                 Accounts receivables                        437,984
                 Other receivables                            43,299
                 Inventories                               1,225,262
                 Prepaid expenses and
                   other                                      60,737
                 Property and equipment                      122,821
                 Goodwill                                  2,125,949
                 Accounts payable                            (41,140)
                 Accrued expenses                           (122,680)
                 Other liabilities                          (268,160)
                 Debt                                       (159,372)
                 Notes payable to
                   Stockholders                             (925,000)
                                                     -----------------
                   Total cost of net
                     assets acquired                     $ 2,500,000
                                                     =================

       The purchase  price was  comprised of 223,210  shares of Decorate,  Inc.,
       common stock and the issuance of a $375,000 promissory note.

       The following  unaudited pro forma information  summarizes the results of
       operations for the periods  indicated as if the merger had been completed
       as of the  beginning of the periods  presented.  The pro forma data gives
       effect to actual  operating  results prior to the merger.  Adjustments to
       interest expense, goodwill amortization and income taxes are reflected in
       the pro  forma  data.  No effect  has been  given to cost  reductions  or
       operating synergies in this presentation.  These pro forma amounts do not
       purport to be  indicative  of the results that would have  actually  been
       obtained if the merger had  occurred as of the  beginning  of the periods
       presented or that may be obtained in the future.

                                      F-10
<PAGE>

       DECORIZE, INC. (SUCCESSOR TO GUIDELOCATOR.COM, INC.) AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(2)    MERGERS AND ACQUISITION (CONTINUED)
       -----------------------------------

                                       Six Months Period
                                             Ended           March 6, 2000
                                         June 30, 2001    to December 31, 2000
                                      -----------------   --------------------
       Sales                            $     2,984,671      $    4,806,617
       Cost of sales                          1,932,197           3,010,577
                                        ---------------      --------------
       Gross profit                           1,052,474           1,796,040
       Operating expenses                     1,930,879           2,013,357
                                        ---------------      --------------
       Net loss from operations                (878,405)           (217,317)
       Other income (expense)                  (148,728)           (188,721)
                                        ---------------      --------------
       Net loss before income taxes          (1,027,133)           (406,038)
       Income tax benefit                      (184,884)            (73,087)
                                        ---------------      --------------
       Net loss                         $      (842,249)     $     (332,951)
                                        ===============      ==============

       Basic and diluted
         loss per share                 $         (0.09)     $        (0.04)
                                        ===============      ==============


(3)    ACCOUNTS RECEIVABLE
       -------------------

       Accounts receivable are comprised of the following:

                                            June 30, 2001     December 31, 2000
                                            -------------     -----------------

       Receivables assigned to factor      $       228,688     $            -
       Other receivables- net of
         allowance for doubtful accounts           373,065              22,970
                                           ---------------     ---------------

                                           $       601,753     $        22,970
                                           ===============     ===============

       The Company assigns a significant  portion of its accounts  receivable to
       First Factors  Corporation on a  pre-approved,  non-recourse  basis.  The
       factoring  charge amounts to 1.0% of gross invoice amount on the first $2
       million in accounts and .9% thereafter.

       The Company extends  unsecured credit to several  exclusive private label
       customers under approved credit terms and arrangements.

(4)    INVENTORIES
       -----------

       Components of inventories are as follows:

                                       June 30, 2001      December 31, 2000
                                       ---------------    -----------------

       Raw materials and supplies      $      505,158      $            -
       Finished products                      897,382               61,055
       Work in process                         30,570                   -
                                       --------------      ---------------
                                       $    1,433,110      $        61,055
                                       ==============      ===============

                                      F-11
<PAGE>

       DECORIZE, INC. (SUCCESSOR TO GUIDELOCATOR.COM, INC.) AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(5)    PROPERTY AND EQUIPMENT
       ----------------------
<TABLE>
<CAPTION>
                                            June 30, 2001                        December 31, 2000
                                -------------------------------------   ------------------------------------
                                               Accum.                                 Accum.
            Category               Cost        Deprec.         Net         Cost       Deprec.        Net
       --------------------     -----------  ---------  -----------    ----------   ---------    ----------
       <S>                      <C>           <C>        <C>            <C>          <C>          <C>
       Automobiles              $     7,000         -        7,000    $       -            -            -
       Warehouse and
         production equipment        38,625         -       38,625            -            -            -
       Developed
         technology                 155,586     37,177     118,409       130,900       14,545      116,355
       Office and computer
         equipment                   60,512      3,138      57,374        19,255          944       18,311
       Leasehold
         improvements                39,845         -       39,845            -            -            -
       Equipment
         under capital lease         10,204      3,399       6,805        10,204        1,701        8,503
                                -----------  ---------  ----------    ----------    ---------   ----------
                                $   311,772     43,714     268,058    $  160,359       17,190      143,169
                                ===========  =========  ==========    ==========    =========   ==========
</TABLE>

       Depreciation  charged to expense  amounted to $27,756 and $17,190 for the
       six months  ended June 30, 2001 and the period  March 6, 2000 to December
       31, 2000, respectively.

(6)    LEASES
       ------
       Decorate, Inc. leases two offices in Springfield, Missouri. The leases on
       the office space are accounted for as operating leases in accordance with
       SFAS No. 13. One lease has a term of 3 years  expiring  on April 30, 2003
       and a  monthly  rental of $860.  The other  lease has a term of 2.5 years
       expiring on April 30, 2003 and a monthly rental of $1,100.

       GuildMaster,  Inc.,  leases a plant and office  facility in  Springfield,
       Missouri,  a showroom in High Point,  North  Carolina,  and a showroom in
       Atlanta,  Georgia.  The leases are accounted  for as operating  leases in
       accordance  with SFAS No. 13. The plant and office  facility  lease has a
       term of 5 years expiring  November 30, 2001, with three five-year renewal
       options and monthly  rental of $8,766.  The High  Point,  North  Carolina
       lease has a term of five  years  expiring  April 30,  2002,  and  monthly
       rental  of  $8,235.  The  Atlanta,   Georgia  showroom  is  leased  on  a
       month-to-month basis with monthly rental of $773.

       The Company leases  equipment  which meets the criteria of capital leases
       as  defined  by SFAS No.  13.  Accordingly,  minimum  rentals  have  been
       capitalized,  and the related asset and obligation  have been recorded at
       their fair  market  value at the  inception  of the  lease.  The asset is
       amortized  on a  straight-line  basis  over  the term of the  lease,  and
       interest is accrued on the basis of the outstanding lease obligation.

                                      F-12
<PAGE>

       DECORIZE, INC. (SUCCESSOR TO GUIDELOCATOR.COM, INC.) AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(6)    LEASES (CONTINUED)
       ------------------

       Future  minimum  payments  for  noncancelable   leases  with  initial  or
       remaining terms of one year or more at June 30, 2001, are as follows:

                                                      Capital       Operating
              Year Ended                              Leases         Leases
              -----------                          ------------    -----------
              June 30, 2002                        $      3,941    $   149,700
              June 30, 2003                               3,613         19,600
                                                   ------------    -----------
              Total minimum lease payments                7,554    $   169,300
                                                                   ===========
              Less amount representing interest           1,026
                                                   ------------
              Present value of net obligation             6,528
              Less current maturities                     3,400
                                                   ------------
              Non-current obligations
                under capital leases               $      3,128
                                                   ============

       Total rent expense  incurred under  operating  leases amounted to $22,470
       and $13,128 for the six months  ended June 30, 2001 and the period  March
       6, 2000 to December 31, 2000,  respectively.  Rent expense for the period
       March 6, 2000 to June 30, 2000 (unaudited) was $5,210.

(7)    ADVERTISING COSTS
       -----------------

       The  Company  incurred  $74,601  and  $145,246  in  non-direct   response
       advertising  costs for the six months  ended June 30, 2001 and the period
       March 6, 2000 to December 31,  2000,  respectively.  Non-direct  response
       advertising  costs  for  the  period  March  6,  2000 to  June  30,  2000
       (unaudited)  was  $16,941.   The  company  incurred  no  direct  response
       advertising costs during the periods.

(8)    DEBT
       ----
                                                              June 30, 2001
                                                           -----------------
       Prime + 1%; Liberty Bank; secured by
         inventories and accounts receivable;
         payable $3,201 per month including
         interest; matures August 2006                     $         159,372

       Less debt maturing within one year                             24,328
                                                           -----------------
            Long-term debt                                 $         135,044
                                                           =================

       Principal payments due on long-term debt are as follows:

                Year Ended                              Aggregate Annual
                  June 30                                  Maturities
              ---------------                           ----------------
                   2003                                 $        26,700
                   2004                                          29,400
                   2005                                          32,300
                   2006                                          35,500
                   2007                                          11,144
                                                        ---------------
                                                        $       135,044
                                                        ===============

                                      F-13
<PAGE>

       DECORIZE, INC. (SUCCESSOR TO GUIDELOCATOR.COM, INC.) AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(9)    CONCENTRATIONS OF CREDIT RISK
       -----------------------------

       The Company has  established a  relationship  with one major customer who
       accounted for 20.5% of the  Company's  sales in the six months ended June
       30, 2001.  This customer  accounted for 93.4% of the Company's  sales for
       the period March 6, 2000 to December 31, 2000.

(10)   RETIREMENT PLAN
       ---------------

       Effective January 1994, GuildMaster,  Inc. adopted a 401(K) plan covering
       all full-time  employees.  Contributions to the plan for any fiscal year,
       as  determined  by the Board of Directors,  is  discretionary  but, in no
       event,  will it exceed 15  percent of the annual  aggregate  salaries  of
       those employees  eligible for  participation  in the plan plus carryovers
       from prior years.  No employer  amounts were  contributed to the plan for
       any period presented in these consolidated financial statements.

(11)   INCOME TAXES
       ------------

       The provision for income tax expense is as follows:

                                                             Six months ended
                                                               June 30, 2001
                                                              ---------------
              Current                                         $             -
              Deferred                                                (32,700)
                                                              ---------------
                   Total                                      $       (32,700)
                                                              ===============

       The  provision  for  income  taxes  differs  from  that  computed  at the
       statutory corporate rate of 34% as follows:

                                                             Six months ended
                                                               June 30, 2001
                                                              ---------------
              Tax at statutory rate                           $      (286,229)
              Increase (decrease) in taxes resulting from:
              Losses passed through to Decorize.com, L.L.C.
                members                                               262,868
              Non-deductible expenses                                     265
              Other                                                    (9,604)
                                                              ---------------
              Provision for income taxes                      $       (32,700)
                                                              ===============

                                      F-14
<PAGE>

       DECORIZE, INC. (SUCCESSOR TO GUIDELOCATOR.COM, INC.) AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(11)   INCOME TAXES (CONTINUED)
       ------------------------

       The components of the deferred tax benefits are as follows:

                                                            June 30, 2001
                                                         ------------------
              Deferred tax assets:
                Start-up and organizational costs
                 not deducted for tax purposes           $           13,000
                Capitalized lease obligations                         1,200
                Accrued expenses not
                 deducted for tax purposes                            9,000
                Tax loss carryforwards                               11,200
                                                         ------------------
                Total gross deferred tax assets                      34,400

              Deferred tax liabilities:
                Property and equipment                              (1,700)
                                                         ------------------
                Net deferred tax benefits                $           32,700
                                                         ==================

       As of June 30,  2001,  the  Company  had  approximately  $66,000 of a net
       operating loss  carryforward.  The loss  carryforward  will expire in the
       year ending June 30, 2021.

(12)   LOSS PER SHARE
       --------------

       The following  information  shows the amounts used in computing  loss per
       share and the effect on income and the weighted-average  number of shares
       of dilutive  potential  common stock.  The amounts in the income  columns
       represent the numerator and the amounts in the shares  columns  represent
       the denominator.
<TABLE>
<CAPTION>
                                                                         Period                           Period
                                Six Months Ended                     March 6, 2000 to                 March 6, 2000 to
                                 June 30, 2001                        June 30, 2000                  December 31, 2000
                      -----------------------------------   -------------------------------- ---------------------------------
Basic loss                                     Per Share                           Per Share                         Per Share
  per share:              Loss      Shares        Amt.       Loss        Shares       Amt.       Loss      Shares      Amt.
                          ----      ------        ----       ----        ------       ----       ----      ------      ----
<S>                    <C>          <C>        <C>         <C>          <C>         <C>       <C>          <C>         <C>
Loss available
 to Common
 Stockholders          $ (809,149)  6,117,338  $   (.13)   $(144,950)   5,820,672   $  (.02)  $(665,881)   5,820,672   $  (.11)
                       ----------   ---------  --------    ---------    ---------   --------  ---------    ---------   -------

Effect of
 dilutive securities            -           -         -            -            -          -
                       ----------   ---------  --------    ---------    ---------   --------  ---------    ---------   -------
Diluted loss per
  share:
Loss available to
 Stockholders plus
 stock options         $ (809,149)  6,117,338  $   (.13)   $(144,950)   5,820,672   $   (.02) $(665,881)   5,820,672   $  (.11)
                       ==========   =========  ========    =========    =========   ========  =========    =========   =======
</TABLE>


       The  computation  of diluted  loss per share  excludes  the effect of the
       assumed  exercise of 344,823  stock options that were  outstanding  as of
       June 30, 2001 because the effect would be anti-dilutive.

                                      F-15
<PAGE>

       DECORIZE, INC. (SUCCESSOR TO GUIDELOCATOR.COM, INC.) AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(13)   STOCK OPTION PLAN
       -----------------

       The Company granted stock options to employees on June 29, 2001 under the
       Company's  1999  equity  incentive  plan.  The grants  were done with the
       knowledge that Guidelocator.com,  Inc. would merge with Decorize, Inc. on
       July 6, 2001.  The merger  created  additional  authorized  but  unissued
       common stock.  The 1999 equity  incentive  plan  authorizes  the grant of
       options  to  key  employees  and  consultants  of  the  Company  of up to
       3,000,000 shares of the Company's common stock.

       The  exercise  prices of the options  granted on June 29, 2001 range from
       $.80 to $1.88.  The options  have a 7-year life and vest based on certain
       performance  requirements being met. The vesting periods are estimated to
       range from 6 months to 36 months.

       The fair value of each  option was  estimated  on the date of grant using
       the Black-Sholes  option-pricing  model.  The following  weighted-average
       assumptions were used for the six months ended June 30, 2001:

                     Expected stock price volatility                 46.3%
                     Risk free interest rate                          6.0%
                     Expected annual dividend yield per share         ----
                     Expected life of options                    7.0 years

       In  February  2001,  Decorize.com,  L.L.C.  issued a total of 41,257 unit
       options to ten  employees.  These  options were all exercised in February
       2001 at a price of $.01 per unit.  The units  were  ultimately  converted
       into 109,864 shares of the Company's stock.

       A summary of the Company's stock option activity for the six months ended
       June 30, 2001 follows:

                                                                   Weighted-
                                                                   average
                                                 Options        Exercise price
                                              ---------------  ----------------
                  Outstanding - beginning
                    of period                 $           -             -

                  Granted                           454,687        .74934

                  Exercised                         109,864        .00376

                  Forfeited                               -             -
                                              ---------------
                  Outstanding - end
                    of period                       344,823        .98690
                                              ===============

                  Exercisable at end
                    of period                             -             -

                  Weighted-average fair
                    value  of options
                    granted during the
                    period                    $        0.23
                                              ===============

                                      F-16
<PAGE>

       DECORIZE, INC. (SUCCESSOR TO GUIDELOCATOR.COM, INC.) AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(14)   RELATED PARTY TRANSACTIONS
       --------------------------

       Notes payable to stockholders consists of:

                                                            June 30, 2001
                                                          ----------------
                  Prime + 1%; unsecured; interest
                    due at maturity;  matures
                    June 15, 2002                         $       925,000

                  Prime + 1%; unsecured; interest
                    due at maturity;  matures
                    June 15, 2002                                  375,000
                                                          ----------------
                                                          $      1,300,000
                                                          ================

       The  notes  mature  on June 15,  2002.  However,  management  feels it is
       unlikely  these  notes  will be paid in the next  year so they  have been
       reflected as long-term liabilities in the consolidated balance sheets.

       Through a private  offering  of stock,  876,000  shares of the  Company's
       common  stock were sold for  $700,000  on June 29,  2001.  As of June 30,
       2001, $230,000 of the proceeds had been received.  The remaining $470,000
       was  received in July 2001 and is included  in other  receivables  in the
       consolidated balance sheets.

       A  stockholder  of the company  owed the  company  $39,537 as of June 30,
       2001,   for   expenses   the  Company  paid  related  to  the  merger  of
       Guidelocator.com,  Inc. and Decorate, Inc. This receivable is included in
       other receivables in the consolidated balance sheets.

(15)   RESTRICTIONS IN LOAN AGREEMENTS
       -------------------------------

       A bank loan  agreement  requires  GuildMaster,  Inc. to maintain  certain
       covenants,  the more  important  of which  restricts  the purchase of its
       stock and the payment of dividends.

       GuildMaster,  Inc. has obtained waivers from the bank on all known events
       of default. Therefore, the Company is considered to be in compliance with
       all terms of the loan agreement at June 30, 2001.

(16)   DEFERRED COMPENSATION
       ---------------------

       In  January  2001  the  Company  entered  into  a  deferred  compensation
       agreement with one of its officers.  The Company is deferring  $40,000 of
       the officers  salary for the period January 1, 2001 to December 31, 2001.
       The agreement  calls for the payment of this amount in January 2002.  The
       Company has recorded a $20,000  liability  for this  agreement as of June
       30,  2001.  The  liability  is  included  in  accrued   expenses  in  the
       consolidated balance sheets.

                                      F-17
<PAGE>

       DECORIZE, INC. (SUCCESSOR TO GUIDELOCATOR.COM, INC.) AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(17)   EMPLOYMENT AGREEMENTS
       ---------------------

       As part of the  GuildMaster,  Inc.  merger,  employment  agreements  were
       entered  into  with two  officers  of the  Company.  The  agreements  are
       effective  for a three year period and contain a  covenant-not-to-compete
       clause that prohibits the officers from competing against the corporation
       for two years after the officers voluntarily  terminate their employment.
       The  agreements  also  state that if the  officers  are  employed  by the
       Company as of the second  anniversary  date  (determination  date) of the
       agreements  the  officers  shall be issued  shares of common stock of the
       Company based upon pre-tax  profits of  GuildMaster.  The following table
       shows the market value of the shares to be issued:

               Cumulative Pre-tax Profits              Market Value of
               of GuildMaster, Inc. as of            Bonus Shares to be
                   Determination Date                Issued to Employee
              ------------------------------      --------------------------
                  Less than $700,000                  $              -
                  $700,000 - $899,999                          100,000
                  $900,000 - $1,099,999                        150,000
                  $1,100,000 or more                           250,000


(18)   SUBSEQUENT EVENTS
       -----------------

       On July 27, 2001, Decorate,  Inc. was merged into Decorize, Inc. Upon the
       completion  of this  merger,  the  assets and  liabilities  of the former
       Decorize.com,  L.L.C. were held directly by Decorize,  Inc. and Decorize,
       Inc. had one wholly-owned subsidiary, GuildMaster, Inc.

       On July 31, 2001,  Faith Walk  Designs,  Inc., a Texas  corporation,  was
       merged with and into Step of Faith,  Inc., a Missouri  corporation  and a
       wholly-owned  subsidiary  of  Decorize,  Inc.  Step of Faith,  Inc.  then
       changed its name to Faith Walk Designs,  Inc. The consideration given for
       Faith Walk Designs,  Inc. was a 6.75%  promissory note due March 31, 2002
       in the  principal  amount of  $215,744,  cash of $284,256 and $510,000 in
       Decorize,  Inc. common stock for a total value of $1,010,000.  The number
       of shares of Decorize,  Inc. stock was determined by dividing the average
       last sale price of such stock  during the  30-day  period  following  the
       closing date. Faith Walk Designs, Inc. is a manufacturer of premium, hand
       painted furniture and home accents.

       In connection with the acquisition of Faith Walk Designs, Inc., Decorize,
       Inc.  entered into a four-year  employment  agreement  with an officer of
       Faith Walk  Designs,  Inc.  Pursuant to the  agreement,  the officer will
       serve as a vice president of Decorize,  Inc. and be  responsible  for its
       product development. In addition, the officer was appointed a director of
       Decorize, Inc. to serve until the next annual meeting of stockholders.

       On August 4, 2001, the Decorize,  Inc. board of directors  authorized the
       issuance of up to 500,000  common  stock  purchase  warrants to 11 former
       holders of Class B Units in  Decorize.com,  L.L.C.  in exchange for up to
       $50,000  and the waiver by such  holders  of any  claims  they might have
       against  Decorize,  Inc. The warrants will be  exercisable  for $2.00 per
       share until June 30, 2003.

                                      F-18
<PAGE>

       DECORIZE, INC. (SUCCESSOR TO GUIDELOCATOR.COM, INC.) AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(19)   SUBSEQUENT EVENTS (CONTINUED)
       -----------------------------

       In August 2001, the Company began offering up to $5,000,000 of restricted
       securities to accredited  investors through a private placement offering.
       The  offering  is  exempt  from  registration  pursuant  to  Rule  506 of
       Regulation D of the Securities Act. The Company is offering to sell up to
       an aggregate of 2,000,000 Units for $2.50 per Unit. Each Unit consists of
       one share of the  Company's  common  stock and one  five-year  warrant to
       purchase one share of the Company's common stock for $4.00 per share. The
       minimum  purchase is 20,000  Units at $50,000.  The Company has agreed to
       prepare a registration  statement  within 180 days of the initial sale of
       the Units covering the common stock issued  pursuant to sale of the Units
       and the associated warrants.

                                      F-19