U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                   FORM 10-KSB

--------------------------------------------------------------------------------
[X]       ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
          OF  1934

                     For the fiscal year ended June 30, 2000

[ ]       TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
          EXCHANGE  ACT  OF  1934


                             GUIDELOCATOR.COM, INC.
             (Exact name of registrant as specified in its charter)

Commission file number: 333-88083

            Texas                                           76-0611112
            -----                                           ----------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

     10710 Estelle Circle, Montgomery, Texas             77356
     ---------------------------------------           ----------
     (Address of Principal Executive Office)           (Zip Code)

                                 (936) 597-7500
                                 --------------
              (Registrant's Telephone Number, Including Area Code)

Securities  registered  pursuant  to  Section  12(b) of the Exchange Act:  None.

Securities  registered  pursuant  to  Section  12(g)  of the Exchange Act: None.

Check whether the issuer:  (1) 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  [ ]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  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]

Issuer  had  no  revenues  for  the  12  months  ended  June  30,  2000.

As  of  September  15,  2000,  registrant  had  2,574,000 shares of common stock
outstanding.


<PAGE>
                                TABLE OF CONTENTS

ITEMS                                                                       PAGE


                                     PART I


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

ITEM  2.    DESCRIPTION  OF  PROPERTIES . . . . . . . . . . . . . . . . .      4

ITEM  3.    LEGAL  PROCEEDINGS . . . . . . . . . . . . . . . . . . . . .       4

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


                                   PART  II

ITEM 5.     MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
            STOCKHOLDER MATTERS. . . . . . . . . . . . . . . . . . . . . .     5

ITEM  6.    MANAGEMENT'S  DISCUSSION  AND  ANALYSIS . . . . . . . . . . .      5

ITEM  7.    FINANCIAL  STATEMENTS . . . . . . . . . . . . . . . . . . . .      8

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


                                    PART  III

ITEM  9.    DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL
            PERSONS. . . . . . . . . . . . . . . . . . . . . . . . . . .      9

ITEM  10.   EXECUTIVE  COMPENSATION . . . . . . . . . . . . . . . . . .       9


ITEM  11.   SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS
            AND MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . .      9

ITEM  12.   CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS . . . . .      9

ITEM  13.   EXHIBITS  AND  REPORTS  ON  FORM  8-K. . . . . . . . . . . .      9


<PAGE>
                                     PART I


FORWARD-LOOKING  STATEMENTS

     Some  of  the  statements  contained  in  this  Form 10-KSB, discuss future
expectations,  contain  projections  of  results  of  operations  or  financial
condition  or  state  other "forward-looking" information.  These statements are
subject  to known and unknown risks, uncertainties, and other factors that could
cause  the  actual  results  to differ materially from those contemplated by the
statements.  The  forward-looking information is based on various factors and is
derived  using  numerous  assumptions.  Important  factors that may cause actual
results  to  differ  from  projections  include,  for  example:

     -     the  success or failure of management's efforts  to  implement  their
           business strategy;

     -     the  ability  of  the Company to raise  sufficient  capital  to  meet
           operating requirements;

     -     the  ability  of  the  Company to protect its  intellectual  property
           rights;

     -     the  effect  of  changing  economic  conditions;

     -     the ability of the  Company to attract and retain quality employees;1
           and

     -     other  risks  which  may  be  described  in  future  filings with the
           SEC.


ITEM  1.   DESCRIPTION  OF  BUSINESS

     GuideLocator.com,  Inc.  was  incorporated  in  the  State of Texas in July
1999.  We  are  a  development  stage company with the goal to provide users the
ability  to  search  a database that contains detailed information about fishing
guides  from  across  The United States world.  Our service is intended to offer
Internet  users  a  quick and easy way to search for fishing guides according to
their  interests  via  the  Internet  on  our  web  site  located  at
www.guidelocator.com.  The  web  site  is currently on-line and operational.  We
intend  to  create a search engine that will allow users to search for a fishing
guide  based  on:

     -     area  of  the  country,

     -     the  type  of  fish,

     -     fresh  or  salt  water,

     -     lake,  river,  bay  or  ocean,

     -     spin  or  fly  fishing,

     -     length  or  type  of  boat,

     -     number  of  people  at  a  time,  and

     -     cost.

     Although  the  search  feature has not been completed, we do allow users to
send in comments on guides they have used in the past, as well as provide a chat
room  to  ask  and  answer  questions.


                                      -1-
<PAGE>
     We  currently  have minimal operations and have not generated any revenues.
Once  our  web  site  is  completed  we  intend to generate revenues by charging
fishing guides a small fee to be listed in our database, and through advertising
revenues  from  advertisements  placed  on our web site.  Our web site currently
focuses  on  areas  in  and around Texas, such as Lake Conroe and the Gulf Coast
region.  Our  strategy  is  to  expand  our  services into the rest of Texas and
United States.  To date, the growth of our web site has been less than expected.

INDUSTRY  BACKGROUND

     The  Internet  and  world  wide  web

     The  Internet  is  a  global  collection  of thousands of computer networks
interconnected  to  enable  commercial  organizations, educational institutions,
government  agencies  and  individuals to communicate electronically, access and
share  information, and conduct business.  The Internet was historically used by
a  limited  number  of academic institutions, defense contractors and government
agencies.  It  was  used  primarily  for remote access to host computers and for
sending  and receiving electronic mail.  Presently, commercial organizations and
individuals  are  dominating  the  use  of  the  Internet.  Recent technological
advances,  improved  microprocessor  speed  and  the  development of easy-to-use
graphical  user  interfaces,  combined  with cultural and business changes, have
enabled  the  Internet  to  be  integrated  into the operations, strategies, and
activities  of  countless  commercial  organizations  and  individuals.

     The  Internet  and  the  world  wide  web  have  introduced fundamental and
structural  changes  in  the  way  information  can be produced, distributed and
consumed,  lowering  the  cost  of  publishing  information  and  extending  its
potential  reach.  The  web,  by  facilitating  the  exchange of information, is
dramatically  increasing  the  amount  of  information  available  to  users.

     Growth  of  the  Internet  and  web-based  advertising

     The   Internet   is   an   increasingly   significant   global  medium  for
communications,  content and online commerce.  Growth in Internet usage has been
fueled  by  a  number  of  factors,  including:

     -     the  large  and  growing  installed base of personal computers in the
           workplace and  home,
     -     advances  in  the  performance  and speed of personal  computers  and
           modems,
     -     improvements  in  network  infrastructure,
     -     easier  and  cheaper  access  to  the  Internet,  and
     -     increased awareness of the Internet among  businesses  and consumers.

     Web-based advertising is relatively new, and it is difficult to predict the
extent  of further growth, if any, in web advertising expenditures. The Internet
may  not  prove  to  be a viable commercial marketplace for a number of reasons,
including  the  lack of acceptable security technologies, potentially inadequate
development  of  the necessary infrastructure, or the lack of timely development
and  commercialization  of  performance  improvements.  The  number of companies
selling  web-based  advertising and the available inventory of advertising space
has  recently increased substantially. Accordingly, companies may face increased
pricing  pressure  for  the sale of advertisements, which could reduce potential
advertising  revenues.

BUSINESS  STRATEGY

     Our  mission  is to become a market leader in providing top quality content
And  information  about  fishing  guides  from  across  The United States.  This
strategy is founded  on:

     -     Web  page  design.  Designing  a  quality  web page that is  easy  to
           use and provides  maximum  customer  satisfaction.

     -     Attracting  fishing  guides.  Providing fishing guides a free listing
           until  we  prove  that they will benefit from being listed within our
           service, at which time  we  expect  to  charge guides a small monthly
           fee to retain their listing.


                                      -2-
<PAGE>
     -     Outsourcing.  Hiring  independent  contractors  to enlist fishing
           guides to  use  our  service.

     -     Intensive  marketing effort.  Implementing an intensive marketing
           campaign.

     First  and  foremost,  our  goal  is  customer satisfaction.  This strategy
begins  by  developing a web site that is user friendly, appealing to customers,
informative  and entertaining.  We believe that all of these factors will create
a  greater  likelihood  that  customers will return to our site creating greater
traffic.  We have conducted an informal market survey to determine what web site
features  fishing  guides and fishing enthusiasts would like to see on a fishing
guide  web  site.  Our  goal  is  to incorporate those features to create a more
useful  and  appealing  web  site.  We  have  determined  that  it  will  cost
approximately  $100,000  to $125,000  to complete the design and installation of
our  web  site.  We  are  awaiting  funding  until  we  proceed  with  further
development.  We  have  no  current  commitments of capital to proceed with such
development.

     The  second  step  to  expanding  and  developing  our business lies in our
ability  to  attract  fishing  guides  to  use and enlist our services.  We have
listed  several  guides in the Lake Conroe and Texas Gulf Coast areas on our web
site  free  of charge for the time being.  If we are able to establish ourselves
as  a  recognizable  benefit  to the fishing guides, we expect to charge a small
monthly  fee.  Provided  we  are able to raise additional capital to develop our
web  site,  we  intend  to  expand our coverage outside the Lake Conroe and Gulf
Coast  region  areas  by  March  2001.

     Next, we must attract and hire independent contractor sales representatives
in  areas where there are a significant number of guides to warrant our service.
We  will  hire  service  representatives in these regions to locate and sell the
guide  listings  and  the  local  advertising.  We  will initially provide guide
listings  free of charge for a limited time.  These independent contractors will
also  be  responsible  for  contacting fishing guides listed on our web site and
obtaining  names of clients so that we may attempt to get comments regarding the
fishing  guides  service.  We  have  not hired any service representatives as of
September 15, 2000, and we do not currently anticipate hiring any until we raise
additional  capital to more fully develop our web site.  Service representatives
will  be  paid  based on their sales performance, initially earning a set amount
for  the  first  few months provided they reach certain performance levels.  Our
strategy  is  to  hire  as many sales representatives as possible until we cover
approximately  60%  of the most desirable territories in the Texas, and then the
United  States.  We  estimate  that it will take a minimum of two years to reach
that  level.

     Finally,  our strategy will focus on instituting an intensive marketing and
promotional campaign.  Initially, we intend to enter advertising agreements with
on-line  companies  with  similar  target  audiences.   In  addition, subject to
adequate  funding to develop our web site and expand our coverage, we intend to:

     -     advertise  in  fishing,  hunting  and  outdoors  magazines,  and

     -     set up  promotional booths at fishing shows and to be a sponsor in
           various fishing  tournaments.


MARKETING  STRATEGY

     We  currently plan to market our services in-house.  We plan to implement a
marketing  program  that  is  aimed  at  attracting  and  retaining:

     -     fishing  guides  who  are  listed  on  our  web  site,
     -     consumers  who  use  our  web  site  to  find  fishing  guides,  and
     -     web  site  customers  who  use  our  web  site  for  advertising  and
           other commercial  activities.


                                      -3-
<PAGE>
     Initially,  we  intend  to  enter  advertising  agreements or link exchange
programs with on-line companies with similar target audiences.  Although we have
selected  companies  and  organizations  with  whom  we  would  like  to  enter
advertising  agreements  with,  we  have  not contacted them as of September 15,
2000.   We  intend  to initially attract these companies to advertise on our web
site  by  creating  banners  and links to their web site on our web site free of
cost.  Once we are able to expand our coverage to a majority of the areas around
the  U.S.  and  can  generate  substantial  traffic  on our web site, we plan to
institute  a  cost based advertising program that charges advertisers.  Also, we
plan  to enter into link exchange programs which will provide that we post links
to  other web sites in exchange for their posting links to our web site on their
web site.  We intend to limit our promotions solely to the Internet for at least
the  next  year.  If  we  obtain  adequate  financing  or  are  able to generate
significant  revenues, we plan to increase our marketing expenditures by setting
up  promotional  booths at fishing shows, sponsoring fishing tournaments, and by
advertising  in  fishing,  hunting,  and  outdoors  magazines.

     We plan to attract fishing guides through direct contact.  We have obtained
lists  of fishing guides in the Lake Conroe and Texas Gulf Coast regions through
the  phone  book,  marinas  and  fishing  equipment supply stores.  We intend to
obtain  lists  in  other  areas  or  regions  through  similar  methods.

     We  intend  to generate traffic to our web site by search engine placement,
link  exchange  programs  and  targeted e-mail lists.  We will also offer a news
letter subscription service in an attempt to attract repeat and referral traffic
to  our  site.

     Our  ability to execute our marketing strategy is directly dependent on the
amount  of  funds we have available.  If we are unable to raise additional funds
to  develop  our web site and to expand our coverage outside Lake Conroe and the
Texas  Gulf  Coast region, we will be unable to effectively execute our business
and  marketing  strategy.

COMPETITION

     The  market  for  commercial  uses  of  the  Internet  are  new and rapidly
evolving,  and  competition  is  expected  to  increase  significantly  in these
markets, as barriers to entry are relatively insubstantial.  We believe that our
ability  to  compete depends on many factors both within and beyond our control,
including  the  following:

     -     the  timing  and  market  acceptance  of  our  business  model,

     -     the effectiveness of our web site in attracting potential customers
           for our products,

     -     the  number  and  types of strategic relationships we enter into,
           including e-commerce  partnerships,  and

     -     the  success  of  our  marketing  efforts.

     At this time, there is one other web site of which we are aware that offers
The   variety   of   services   that   we   propose   to  offer.  That  site  is
outdoorinternational.com  and  it  is  expected  that  this  web site will be  a
primary  competitor.  Outdoorinternational.com  offers many of the same features
that  we  will offer, but it does not currently offer a bulletin board type chat
room,  or  our  reviews  and  comments  about  the  different  guides.  We  have
interviewed  fishermen  and  guides  and  have come to the conclusion that these
features  are  desired by both groups.  It should be expected that in the future
we  will  compete  with  additional  companies,  many  of which may have greater
financial  resources than our company.  We can provide no assurance that we will
be  able  to  successfully  compete  in  this  market.

GOVERNMENT  REGULATION

     We  are  not  currently  subject  to  direct regulation by any governmental
agency,  other  than regulations applicable to businesses generally, and laws or
regulations  directly  applicable  to  online  commerce.  However,  due  to  the
increasing  popularity  and use of the Internet and other online services, it is
possible  that  a  number of laws and regulations may be adopted with respect to
the  Internet  or  other  online  services covering issues such as user privacy,
pricing,  content,  copyrights, distribution, and characteristics and quality of
products  and  services.  Furthermore,  the growth and development of the market
for online commerce may prompt calls for more stringent consumer protection laws
that  may  impose  additional  burdens  on  those  companies conducting business
online.  The  adoption  of  any  additional laws or regulations may decrease the
growth  of the Internet or other online services, which could, in turn, decrease
the  demand for our services and increase our cost of doing business.  Moreover,
the  applicability to the Internet and other online services of existing laws in
various  jurisdictions  governing  issues  such as property ownership, sales and
other  taxes,  libel  and  personal  privacy  is uncertain and may take years to
resolve.  Any such new legislation, the application of laws and regulations from
jurisdictions  whose  laws  do  not  currently  apply  to  our  business, or the
application  of  existing  laws  to  the  Internet could have a material adverse
affect  on  our  business.


                                      -4-
<PAGE>
EMPLOYEES

     At  September  15,  2000,  we employed one part-time employee, Ms. Shepley.
However,  at the present time Ms. Shepley does not receive any compensation, and
will  not  receive  any compensation for her services until we begin operations.
Ms.  Shepley  received 1,500,000 shares of common for developing a business plan
and  for  services  rendered.

     We  plan  to  hire  independent  contractors once we are able to expand our
operations.  Our  goal  is  to  hire one individual per geographic fishing area,
whose  primary responsibilities will include signing fishing guides up to become
listed  on our service, obtaining comments from persons using the fishing guides
service,  and  selling  ad  space  on  the  web  site.

RISK  FACTORS THAT MAY AFFECT OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

     The  risks  and  uncertainties described below are not the only ones facing
our  company.  Additional  risks  and uncertainties not presently known to us or
that  we  currently deem immaterial also may impair our business operations.  If
any  of  the  following  risks  actually  occur,  our  business could be harmed.

WE  HAVE  NO  OPERATING  HISTORY  FOR  YOU  TO  EVALUATE.

     We  incorporated  in  the  State  of  Texas  in  July  1999,  have  limited
operations,  nominal  assets  and  no  revenues.  As a start-up business, we are
subject  to  all  the  substantial  risks  inherent in the commencement of a new
business  enterprise  with  new management.  We can provide no assurance that we
will  be able to successfully generate revenues, operate profitably, or make any
distributions  to  the  holders of our securities.   We have no business history
for  you  to  analyze  or  to  aid you in making an informed judgement as to the
merits  of  an investment in our securities.  Any investment in our common stock
should be considered a high risk investment because you will be placing funds at
risk  in  an  unseasoned  start-up  company  with  unforeseen  costs,  expenses,
competition  and  other  problems  to which start-up ventures are often subject.

WE  CURRENTLY  HAVE NEGATIVE WORKING CAPITAL, LIMITED FUNDS, AND LIMITED SOURCES
OF  LIQUIDITY.  WE  HAVE  HAD TO CURTAIL CURRENT OPERATIONS UNTIL WE ARE ABLE TO
RAISE  ADDITIONAL  CAPITAL.

     We  require  substantial  capital  to  pursue  our  operating  strategy and
currently  have  limited  cash  for  operations.  Until  we  can obtain revenues
sufficient  to  fund  working  capital needs, we will be dependent upon external
sources  of financing.  To date, we have no internal sources of liquidity and we
do  not expect to generate any internal cash flow for the foreseeable future, if
at  all.  For the foreseeable future, we expect our source of working capital to
be  from proceeds from our August 1999 offering in which we raised $37,000.  The
net  proceeds from the August 1999 offering provided us with the initial working
capital  to  begin  designing  our  web  site.

     We  estimate  that  our  present  working  capital  will  provide  us  with
sufficient  funding  through  fiscal  2001.  Because  of  our  current  capital
limitations,  we  are seeking additional equity or debt refinancing and have had
to  curtail  operations.  We  estimate the cost to complete the web site will be
approximately  $100,000  to  $125,000,  at  a minimum.  With our current working
capital  balances,  unless  we  are  able  to raise additional funds for working
capital  purposes  and web site development, we will not be able to complete our
web  site  as  planned  and  may  have  to  cease  operations.


                                      -5-
<PAGE>
WE  HAVE  ISSUED  PROMISSORY NOTES TO INVESTORS AS PART OF THE UNITS SOLD IN THE
AUGUST 1999 OFFERING AND WE HAVE NOT CREATED A SINKING FUND FOR THE REPAYMENT OF
THOSE  NOTES.  WE  WILL NEED TO RAISE ADDITIONAL PROCEEDS TO MAKE PAYMENT OF THE
NOTES.

     We issued $37,000 in the form of promissory notes as part of the units sold
in  the  August  1999  offering.  The notes are 10% interest bearing notes, with
principal and interest payable in August 2001.  We have not created any fund for
repayment  of the notes, and have not set aside any portion of the proceeds from
that offering for repayment of the notes.  We do not expect to generate internal
cash  flows from operations prior to the maturity date of the notes.  Therefore,
in  order  to  make  payment  on  the  notes, we will be required to raise funds
through  the  sale of debt, equity, or other convertible securities.  We have no
commitments  for  such  funding, and we can provide no assurance that we will be
able to raise such funding on favorable terms, if at all.  If we are not able to
raise  additional  funding,  we will default on the notes.  As such, although we
are  legally  obligated to make payment on the notes, there is no assurance that
we  will  be  financially able to do so, and it should be assumed that if we are
not  able  to raise additional proceeds prior to the maturity date of the notes,
we  will  not  be  able  to  make  payment  on  the  notes.  The  notes  are not
collateralized  by  any  real,  personal,  or  other  property.  The  notes  are
unsecured and subordinate and junior in right of payment to the prior payment in
full  of  all  other  indebtedness.

AS  AN  INTERNET  COMPANY,  WE  ARE IN AN INTENSELY COMPETITIVE INDUSTRY AND ANY
FAILURE  TO  TIMELY  IMPLEMENT  OUR  BUSINESS PLAN COULD HAVE A MATERIAL ADVERSE
EFFECT  ON  OUR  BUSINESS.

     The Internet industry is highly competitive, and has few barriers to entry.
Although there are few competitors who offer the same or similar services of the
type  we offer, we can provide no assurance that additional competitors will not
enter  markets  that  we  intend to serve.   If we are unable to efficiently and
effectively  institute  our business plan, we may never be able to establish our
web  site  and  become  profitable.

OUR  INDUSTRY  DEPENDS  ON  DISCRETIONARY CONSUMER SPENDING, WHICH IF NEGATIVELY
AFFECTED,  COULD  HAVE  A  MATERIAL  ADVERSE  EFFECT  ON  GUIDELOCATOR.

     Our  business  opportunities  are  directly  dependent  upon  the  level of
consumer  spending  on  recreational  travel  activities and related services, a
discretionary spending item.  If discretionary consumer spending on recreational
travel  activities declines, the travel industry may be adversely affected which
may  in  turn  cause  a  decline  in the use or need for our services which will
likely  cause a reduction in our revenues.  Our success depends upon a number of
factors  relating  to  consumer  spending,  including future economic conditions
affecting  disposable  consumer  income such as employment, business conditions,
interest  rates,  and  tax  rates.  We  can  provide  no assurance that consumer
spending  in general or spending on recreational travel activities in particular
will  not  decline,  thus  adversely  affecting  our  future  viability  and
profitability  or  that  our  business  will not be adversely affected by future
downturns  in  the  travel  industry.

IF  WE  ARE  UNABLE  TO  ESTABLISH  A  LARGE  USER  BASE  WE MAY HAVE DIFFICULTY
ATTRACTING  ADVERTISERS  TO  OUR  WEB  SITE,  WHICH  WILL  HINDER OUR ABILITY TO
GENERATE  ADVERTISING  REVENUES, WHICH IS AN INTEGRAL PART OF OUR BUSINESS PLAN.

     An integral part of our business plan and marketing strategy requires us to
establish  a  large  user base.  Once we are able to establish a large user base
and  a demand for our online services, we will be able to attract advertisers to
our  web  site  and  possibly  begin  to  generate advertising revenues.  If our
business  or  marketing  strategy fails for any reason and we are unable to cost
efficiently  increase  our  user  base,  our  ability  to generate revenues will
suffer.  If  for  any reason our web site is ineffective at attracting consumers
or  if  we  are  unable  to  continue to develop and update our web site to keep
consumers satisfied with our service, our user base may decrease and our ability
to  generate  advertising  revenues  may  decline.

OUR  MARKET  IS  CHARACTERIZED  BY RAPID TECHNOLOGICAL CHANGE, AND IF WE FAIL TO
DEVELOP  AND  MARKET  NEW  TECHNOLOGIES  RAPIDLY, OUR RESULTS OF OPERATIONS WILL
SUFFER.


                                      -6-
<PAGE>
     The  Internet  and  the online commerce industry are characterized by rapid
technological  change  that  could  render  our existing web site obsolete.  The
development  of  our  web site entails significant technical and business risks.
We  can  give  no  assurance  that  we  will  successfully  use new technologies
effectively  or adapt our web site to customer requirements or emerging industry
standards.  If  our  management  is  unable, for technical, legal, financial, or
other  reasons,  to  adapt  in  a  timely  manner in response to changing market
conditions  or  customer requirements, our business operations may be materially
and  adversely  effected.

ITEM  2.  DESCRIPTION  OF  PROPERTY

     Our  headquarters  are  presently located in a 300 square foot office space
owned  by  Ruth  Shepley  at  10710 Estelle Circle, Montgomery, Texas 77356.  We
currently  do  not  pay rent, nor have we entered into a lease with Ms. Shepley.
We  may  be  required  to  pay  rent  in  the  future.

ITEM  3.   LEGAL  PROCEEDINGS

     None.

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

     None.


                                      -7-
<PAGE>
                                     PART II

ITEM  5.   MARKET  FOR  COMMON  EQUITY  AND  RELATED  SHAREHOLDER  MATTERS

     Our  common  stock began trading on the OTC Electronic Bulletin Board under
the  symbol "GDLC" on July 25, 2000.  We believe the market for our common stock
on  the  OTC  Electronic  Bulletin  Board  will be limited, sporadic, and highly
volatile  for  the  foreseeable  future.

     On September 5, 2000, the last bid price of our common stock as reported by
the  OTC  Electronic Bulletin Board was $0.05.   We believe that as of September
5,  2000,  there were approximately 37 record owners of our common stock.  It is
our  present  policy  not to pay cash dividends and to retain future earnings to
support  our  growth.  Any  payment  of  cash  dividends  in  the future will be
dependent  upon  the  amount of funds legally available, our earnings, financial
condition, capital requirements and other factors that we may deem relevant.  We
have  not  paid  any  dividends  during  the last two fiscal years and we do not
anticipate  paying  any  cash  dividends  in  the  foreseeable  future.

     RECENT  SALES  OF  UNREGISTERED  SECURITIES

     The  following  information  sets  forth particular information for all our
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.

1.     In July 1999, we issued 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, as Ms. Shepley  is  our sole officer and director and  an
       accredited investor, and  since the  transaction  was  non-recurring  and
       privately  negotiated.

2.     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.


ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

GENERAL

     GuideLocator.com, Inc. was incorporated in the State of Texas in July 1999.
We are a development stage company with the goal to provide users the ability to
search  a  database that contains detailed information about fishing guides from
around  the  world.  We  intend  to offer Internet users a quick and easy way to
search  for  fishing guides according to their interests via the Internet on our
web  site  located at www.guidelocator.com.  Though our web site is operational,
we  will  need  to  further  develop our web site to attain our long-term goals.
Once  development  is  completed,  the web site will allow users to search for a
fishing  guide  based  on:

     -     area  of  the  country,

     -     the  type  of  fish,

     -     fresh  or  salt  water,

     -     lake,  river,  bay  or  ocean,

     -     spin  or  fly  fishing,

     -     length  or  type  of  boat,

                                      -8-
<PAGE>
     -     number  of  people  at  a  time,  and

     -     cost.

     In  addition,  the web site allows users to send in comments on guides they
have  used  in  the  past,  and provides a chat room or message board to ask and
answer  questions.

     If  we are able to raise additional capital, we intend to generate revenues
upon  the  completion of our web site, by charging fishing guides a small fee to
be  listed  in our database and through advertising revenues from advertisements
placed  on  our  web  site.  We  have  expanded the coverage of guides currently
listed on our web site in Lake Conroe, Lake Livingston, and the Texas Gulf Coast
region.  Our  strategy  is  to  expand our services in the future to the rest of
Texas  and  United  States.

     We  have  a limited operating history on which to base an evaluation of our
business and prospects.  Our prospects must be considered in light of the risks,
expenses  and  difficulties  frequently  encountered by companies in their early
stage of development, particularly companies in new and rapidly evolving markets
such  as  online  commerce.  We will encounter various risks in implementing and
executing  our  business  strategy.  There  can  be no assurance that we will be
successful  in  addressing  such  risks,  and  the failure to do so could have a
material  adverse  effect  on  our  business.

     From  inception  through  June  30,  2000,  we  had utilized funds obtained
primarily  through  a  private  placement  in  August  1999,  and  a loan from a
shareholder  to  develop  our  web site.  We have not generated any revenues and
have  incurred  net losses totaling approximately $47,622 from inception through
June  30,  2000.

     We  are currently seeking short-term and long-term debt or equity financing
sufficient  to  fund  projected  working  capital  and  web site development and
marketing  needs.  However, there can be no assurance that we will be successful
in  raising  funds,  or  that  the  amount  and  terms  of any financing will be
acceptable.  Failure  to  obtain  sufficient  funding  will adversely impact our
financial  position.

PLAN  OF  OPERATIONS  FOR  YEAR  END  2000

     Our  initial  administrative expenses were approximately $47,622 as of June
30,  2000,  which  includes general and administrative expenses and professional
fees.  These  initial  expenditures  have  been  funded  by proceeds from a loan
obtained  from  our  chief executive officer, Ruth Shepley, and from proceeds of
our  August  1999  offering.  Based  on  our  current  plan  of operations it is
anticipated  that our minimum monthly operating expenditures for the next twelve
months  will  be  approximately  $500  per  month, which includes administrative
expenses,  marketing expenses, and professional fees.  Our current cash reserves
are  $6,042  as  of June 30, 2000.  We estimate that our current working capital
will  provide  us  with  funding  through  the  next  twelve months.  These cash
reserves  are  from the proceeds of the August 1999 offering.  The foregoing are
merely  estimates, and we can provide no assurance that unexpected expenses will
not  shorten  the  period  of  time within which our funds may be utilized.  The
foregoing  estimates do not include the funds required to complete our web site,
which we estimate to be between $100,000 and $125,000.  We do not expect we will
be able to  complete  our  web  site  without  external  funding.

     In  light  of  the  fact  that  we  may not  be able to raise funds we have
reduced  our  operating  budget  accordingly so that we will have enough cash to
operate  through  fiscal  year  end  2001.  We  have  been  able to  reduce  our
operating  budget because our overhead costs are minimal.  We pay no salaries or
rent,  and  our  utilities  expenses  are  insignificant.  We  have  reduced our
expenditures on marketing and business development, and are operating at a level
significantly  below  that  required  to  fully  execute  our business plan.  By
operating under such a restricted budget, we may not be able to proceed with our
long-term business plan and marketing strategy as originally intended.  As such,
if  we do not raise additional capital our business will be materially adversely
effected.


                                      -9-
<PAGE>
     We  do not currently generate any revenues from the services we provide and
we do not expect to generate revenues for the foreseeable future.  Therefore, we
will  continue  to  operate on a reduced budget until we raise additional funds.
If  we  are unable to raise additional funds we may have to limit our operations
to an extent not presently determinable by management, but which may include the
sale  of  any assets owned or our ceasing to conduct business.  Although we have
no  commitments  for  capital,  we  may  raise  additional  funds  through:

     -     public  offerings  of  equity,  securities convertible into equity or
           debt,

     -     private  offerings  of  securities  or  debt,  or

     -     other  sources.

Our  investors  should assume that any additional funding will cause substantial
dilution  to  current  stockholders.  In  addition,  we may not be able to raise
additional  funds  on  favorable  terms,  if  at  all.

ITEM  7.  FINANCIAL  STATEMENTS

     OUR  FINANCIAL  STATEMENTS,  COMMENCING  ON  PAGE  F-1 HAVE BEEN AUDITED BY
MALONE  &  BAILEY, PLLC, INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, TO THE EXTENT
AND  FOR  THE  PERIODS SET FORTH IN THEIR REPORTS APPEARING ELSEWHERE HEREIN AND
ARE INCLUDED IN RELIANCE UPON SUCH REPORTS GIVEN UPON THE AUTHORITY OF SAID FIRM
AS  EXPERTS  IN  AUDITING  AND  ACCOUNTING.

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

     None.


                                      -10-
<PAGE>
                                    PART III


ITEMS  9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS.

     OUR  SOLE  DIRECTOR  AND  EXECUTIVE  OFFICER  IS:

NAME               AGE                                  POSITION
----               ---                                  ---------
Ruth E. Shepley     56                         Director, President, Chief
                                               Financial Officer and Secretary

     Ruth  E.  Shepley has served as our director, president and secretary since
inception.  Ms. Shepley is an entrepreneur.  Since January 1998, Ms. Shepley has
been  president  of  Financial  Broker  Relations,  a  public  relations  firm
specializing in working with small cap companies.  In December 1979, Ms. Shepley
began  Speedy  Printing  with  one  employee  and  sold  it in March 1992.  From
September  1992  to August 1994, she operated a telephone marketing service.  In
September  1995,  Ms.  Shepley published a printed directory of all the services
available to single adults in Houston, Texas.  The book was sold and distributed
in  national  chain  stores,  but  was  recently  sold  to an enterprise that is
expanding  the  book's  concept  to  a  national  level.

     As provided in our by-laws,  each  director  is  elected  annually  by  our
Stockholders at our annual meeting.  Our officers serve at the discretion of the
Board  of  directors.

ITEM  10.   EXECUTIVE  COMPENSATION

     The  following  table  contains compensation data for our sole director and
chief  executive  officer:

<TABLE>
<CAPTION>
                                                ANNUAL COMPENSATION  LONG TERM COMPENSATION
                                                -------------------  ----------------------
Name and principal position        Fiscal year        Salary              Restricted
---------------------------        ----------         ------              -----------
                                                                          stock award
                                                                           ----------
<S>                                <C>          <C>                  <C>
Ruth E. Shepley,
director, president, secretary,
chief executive officer and chief
financial officer . . . . . . . .         2000            --                1,500,000
</TABLE>

     We  issued Ms. Shepley 1,500,000 in July 1999 for services rendered, valued
at  $1,500.  Ms.  Shepley  does  not  receive any cash or other compensation for
services  rendered  to  GuideLocator  as  an  officer  or  director.  We  do not
currently  have  any  employment  agreements.

STOCK  OPTIONS  AND  WARRANTS

     In  September  1999,  the  board of directors approved and our stockholders
adopted  the 1999 Incentive Stock Option Plan.  As provided in the plan, options
to  purchase  500,000  shares  of  common  stock  may  be  granted to employees,
officers, directors, and consultants of GuideLocator.  Options granted under the
plan  generally expire five to ten years after the date of grant.  Currently, no
options  to  purchase  shares  have  been  issued.

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

     The  table below sets forth the beneficial ownership of common stock of our
directors,  officers,  and  holders of five percent or more of our common stock,
and  the  officers  and  directors  as  a  group.


                                      -11-
<PAGE>
<TABLE>
<CAPTION>
                             NUMBER OF SHARES OF
NAME AND ADDRESS                COMMON STOCK
OF BENEFICIAL OWNERS         BENEFICIALLY OWNED   PERCENTAGE OF OWNERSHIP
                             ------------------   -----------------------
<S>                          <C>                  <C>
Ruth E. Shepley                        1,500,000                     58.3%

All officers and directors
  as a group (1 person)                1,500,000                     58.3%
                                       --------                      -----
</TABLE>

     Ms.  Shepley's  principal  business  address  is  10710  Estelle  Circle,
Montgomery, Texas 77356.  Ms. Shepley received all of her shares of common stock
for  services  rendered.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

     We  issued  a $10,000 promissory note to Ms. Shepley on July 14, 1999.  The
note  bears  interest  at  a  rate  of 10% per annum and is due August 30, 2001.
However,  the  note  must  be  paid in full upon the occurrence of either of the
following  events:

     -     a  change in control of GuideLocator, as defined in the promissory
           note, or

     -     the completion of an  equity  financing which raises in the aggregate
           at least $250,000, in the form of one equity transaction  or  in  the
           form of a series of equity transactions within a  six  month  period.

     Our  office is located in a building owned by Ms. Shepley.  We currently do
not  pay  rent and we have not entered into a lease agreement.  In July 1999, we
issued  Ms.  Shepley  1,500,000 shares of our common stock for services rendered
which  were  valued  at  $1,500.


ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)  The  following  exhibits  are to be filed as part of this Form 10-KSB:


     EXHIBIT  NO.        IDENTIFICATION  OF  EXHIBIT

     Exhibit  3.1(1)     Articles  of  Incorporation  of GuideLocator.com,  Inc.

     Exhibit  3.2(1)     Bylaws  of  GuideLocator.com,  Inc.

     Exhibit  4.1(1)     Common  Stock  Specimen

     Exhibit  10.1(1)    1999  Incentive  Stock  Option  Plan

     Exhibit  23.1       Consent  of  Malone  &  Bailey,  PLLC

     Exhibit  27.1(2)    Financial  Data  Schedule

____________________

(1)     Filed  previously  on  registration  statement  Form  SB-2,  SEC  File
        No.000-88083.

(2)     Filed  herewith.


                                       -12-
<PAGE>

     (b)  There were no reports filed on Form 8-K during the last quarter of the
fiscal  year  ended  June  30,  2000.


                                     SIGNATURES
                                     ----------

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

                                 GuideLocator.com,  Inc.


                                 By:  /s/  Ruth  E.  Shepley
                                    --------------------------------------------
                                    Ruth  E. Shepley, Chairman of the Board,
                                    President,  Chief Executive Officer, and
                                    Treasurer

                        ___________________________

     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             Title                                  Date
---------             -----                                  ----


/s/ Ruth E. Shepley   Chairman of the Board, President,      September 22, 2000
-------------------   Chief Executive Officer, Chief
Ruth E. Shepley       Accounting Officer and Treasurer


                                       -13-
<PAGE>
                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors
    GuideLocator.com,  Inc.
    (A  Development  Stage  Company)
    Houston,  Texas

We  have audited the accompanying balance sheet of GuideLocator.com, Inc., as of
June 30, 2000, and the related statements of expenses, stockholders' equity, and
cash  flows for the period from July 14, 1999 (Inception) through June 30, 2000.
These  financial  statements are the responsibility of the Company's management.
Our  responsibility is to express an opinion on these financial statements based
on  our  audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those  standards require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  financial  statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audit  provides  a  reasonable  basis  for  our opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects, the financial position of GuideLocator.com, Inc., as of
June  30,  2000,  and  the  results of its operations and its cash flows for the
period  from July 14, 1999 (Inception) through June 30, 2000, in conformity with
generally  accepted  accounting  principles.


MALONE  &  BAILEY,  PLLC
Houston,  Texas

July  10,  2000


                                       F-1
<PAGE>
                             GUIDELOCATOR.COM, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                                  June 30, 2000

      ASSETS

Cash                                                $  6,042
                                                    =========
      LIABILITIES

Note payable to officer                             $ 10,000
Notes payable to individuals                          37,000
Accrued interest payable                               4,090
                                                    ---------
     Total Liabilities                                51,090
                                                    ---------

      STOCKHOLDERS' EQUITY

Preferred stock, $.001 par, 2,000,000 shares
      authorized, no shares issued or outstanding
Common stock, $.001 par, 10,000,000 shares
      authorized, 2,574,000 shares issued and
      outstanding                                      2,574
Deficit accumulated during the
      development stage                              (47,622)
                                                    ---------

            Total Stockholders' Equity               (45,048)
                                                    ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $  6,042
                                                    =========


                See accompanying summary of accounting principles
                       and notes to financial statements.
                                        F-2
<PAGE>
                             GUIDELOCATOR.COM, INC.
                          (A Development Stage Company)
                            STATEMENT  OF  EXPENSES
               For  the  Period  from  July  14,  1999  (Inception)
                              Through June 30, 2000


Administrative expenses                             $   47,622
                                                    -----------

Net (loss)                                          $  (47,622)
                                                    ===========


Net (loss) per common share                         $    (.019)
Weighted average common shares
  outstanding                                        2,558,833


                See accompanying summary of accounting principles
                       and notes to financial statements.
                                        F-3
<PAGE>

                             GUIDELOCATOR.COM,  INC.
                          (A Development Stage Company)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                  For the Period from July 14, 1999 (Inception)
                              Through June 30, 2000


                                              Deficit
                                          Accumulated
                                               During
                         Common Stock     Development
                       Shares       $        Stage        Totals
                     ---------  --------  -------------  ---------
Shares issued
 - for cash          1,000,000  $  1,000                 $  1,000
 - in exchange for
   notes payable        74,000        74                       74
 - for services      1,500,000     1,500                    1,500

Net (loss)                                $    (47,622)   (47,622)
                     ---------  --------  -------------  ---------

Balances,
  June 30, 2000      2,574,000  $  2,574  $    (47,622)  $(45,048)
                     =========  ========  =============  =========


                See accompanying summary of accounting principles
                       and notes to financial statements.
                                       F-4
<PAGE>

                             GUIDELOCATOR.COM, INC.
                         (A  Development  Stage  Company)
                           STATEMENTS  OF  CASH  FLOWS
                    For the Period from July 14, 1999 (Inception)
                              Through June 30, 2000


CASH FLOWS FROM OPERATING ACTIVITIES
Net (deficit) accumulated during
  the development stage                                       $(47,622)
Adjustments to reconcile net (deficit)
  to cash used by operating activities:
  Stock issued for services                                      1,574
  Increase in accrued interest payable                           4,090
                                                               --------

NET CASH USED BY OPERATING ACTIVITIES                          (41,958)
                                                              ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  Note payable to officer                                       10,000
  Notes payable to individuals                                  37,000
  Sales of stock                                                 1,000
                                                              ---------

NET CASH FLOWS FROM FINANCING ACTIVITIES                        48,000
                                                              ---------


NET INCREASE IN CASH                                             6,042
    Cash balance, beginning                                          0
                                                              ---------

    Cash balance, ending                                      $  6,042
                                                              =========


                See accompanying summary of accounting principles
                       and notes to financial statements.
                                       F-5
<PAGE>
                             GUIDELOCATOR.COM,  INC.
                         (A  Development  Stage  Company)
                         NOTES  TO  FINANCIAL  STATEMENTS


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Nature  of  Business.  Guidelocator.com  was  incorporated  in Texas on July 14,
--------------------
1999,  to  create  an  Internet-accessible database containing information about
fishing  guides  around  the  world.  The  Company's fiscal year-end is June 30.

Cash  and  Cash  Equivalents.  For purposes of the statements of cash flows, the
----------------------------
Company  considers  all  highly  liquid  investments  purchased with an original
maturity  of  three  months  or  less  to  be  cash  equivalents.

In  preparing  financial  statements, management makes estimates and assumptions
that  affect the reported amounts of assets and liabilities in the balance sheet
and  revenue  and expenses in the income statement.  Actual results could differ
from  those  estimates.


NOTE  2  -  NOTE  PAYABLE  TO  OFFICER

To  pay up-front legal, accounting and other overhead operating costs, a Company
officer  loaned  the  Company  $10,000.  This  note  bears  interest  at 10%, is
unsecured,  and  is  due  on the earlier of August 30, 2001, or on demand in the
event of either a $250,000 public offering or series of offerings or a change in
control.  As  of  June  30,  2000,  $958  in  interest  had  been  accrued.


NOTE  3  -  COMMON  STOCK

The  Company  raised  $37,000  from  the  sale of common stock and notes payable
during  prior  quarters.  Each  investor  received  2,000  shares of stock and a
$1,000  note payable, in exchange for each $1,000 in cash loaned to the Company.
The  notes bear interest at 10%, are payable only on in Company common stock and
at  note  maturity.  Note maturity occurs on the earlier of (a) August 30, 2001,
(b)  a change in control, or (c) receipt of at least $250,000 proceeds from sale
of  stock  in  any  6-month period.  As of June 30, 2000, $3,132 in interest had
been  accrued.


                                       F-6
<PAGE>
                           GUIDELOCATOR.COM,  INC.
                      (A  Development  Stage  Company)
                      NOTES  TO  FINANCIAL  STATEMENTS


NOTE  4  -  COMMON  STOCK  ISSUED  FOR  SERVICES

A  Company  officer  received  1,500,000  shares  of Company stock in return for
services  rendered.  This  stock is valued at $.001 per share, which is the same
price  paid  by  other  initial  shareholders.


                                       F-7
<PAGE>