SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB

Mark One

|[X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE OF 1934
|--- | --------------------------------------------------------------------------------

FOR THE FISCAL YEAR ENDED: December 31, 2002

OR



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



COMMISSION FILE NUMBER: 000-32127

GUIDELINE CAPITAL, INC.

(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

|NEVADA                 | 86-1004672                             
|---------------------- | ---------------------------------------
|STATE OF INCORPORATION | (I.R.S. EMPLOYER IDENTIFICATION NUMBER)

2100 N.E. 155th Street
Vancouver, Washington 98686
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING (ZIP CODE)

(360) 798-1619
Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act: Common Stock

Indicate by check mark whether the Registration (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. (1) X YES as to filing; (2) X Yes as to requirement.

As of December 31, 2002, and extended to the filing date of this Report, the aggregate value of the voting stock held by non-affiliates of the Registrant, computed by reference to the average of the bid and ask price on such date was $0.00 as the Registrant has no current trading market.

As of December 31, 2002, and currently, the Registrant has outstanding 10,250,000 shares of common stock ($.001 par value).

An index of the documents incorporated herein by reference and/or annexed as exhibits to the signed originals of this report appears on page 14.



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TABLE OF CONTENTS TO ANNUAL REPORT

ON FORM 10-KSB

YEAR ENDED DECEMBER 31, 2002



PART I



|        |                                                     | Page(s)
|------- | --------------------------------------------------- | -------
|Item 1. | Description of Business                             | 3      
|Item 2. | Description of Property                             | 3      
|Item 3. | Legal Proceedings                                   | 3      
|Item 4. | Submission of matters to a Vote of Security Holders | 3      

PART II

|Item 5. | Market for Registrant's Common Equity & Related Stockholders' Matters              | 3
|------- | ---------------------------------------------------------------------------------- | -
|Item 6. | Management's Discussion & Analysis of Financial Condition & Results of Operations  | 4
|Item 7. | Financial Statements                                                               | 5
|Item 8. | Changes in and Disagreements with Accountants on Accounting & Financial Disclosure | 6

PART III

|Item 9.  | Directors & Executive Officers, Promoters & Control Persons, Compliance with Section 16 (a) of the Exchange Act | 6
|-------- | --------------------------------------------------------------------------------------------------------------- | -
|Item 10. | Executive Compensation                                                                                          | 6
|Item 11. | Security Ownership of Certain Beneficial Owners & Management                                                    | 6
|Item 12. | Certain Relationships & Related Transactions                                                                    | 6
|Item 13. | Exhibits & Reports on Form 8-K                                                                                  | 7













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PART I.

ITEM 1.		DESCRIPTION OF BUSINESS

A.	GENERAL

Guideline Capital, Inc. (the "Company") is a Nevada corporation formed on August 17, 2000. Its principal place of business is located at 2100 N.E. 155th Street, Vancouver, Washington 98686. The Company was organized to engage in any lawful corporate business, including but not limited to, participating in mergers with and acquisitions of other companies. The Company has been in the developmental stage since inception and has no operating history other than organizational matters.

Business of Issuer

The primary activity of the Company currently involves seeking a company or companies that it can acquire or with whom it can merge. The Company has not selected any company as an acquisition target or merger partner and does not intend to limit potential candidates to any particular field or industry, but does retain the right to limit candidates, if it so chooses, to a particular field or industry. The Company's plans are in the conceptual stage only.

EMPLOYEES

The Company has no full time employees. The Company's President has agreed to allocate a portion of his time to the activities of the Registrant, without compensation. The President anticipates that the business plan of the Company can be implemented by him devoting approximately 10 hours per month to the business affairs of the Company and, consequently, conflicts of interest may arise with respect to the limited time commitment by such officer.

ITEM 2.		DESCRIPTION OF PROPERTIES

The Company has no significant assets, property, or operating capital.

ITEM 3.		LEGAL PROCEEDINGS

The Company is not a party to, nor are its properties the subject of, any pending legal proceedings and no such proceedings are known to the Company to be threatened or contemplated by or against it.

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

No matter was submitted to a vote of the security holders during the 4th quarter of the fiscal year covered by this report. A notice of the completed reorganization, as described above, was mailed to all shareholders of record.

PART II

ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY & RELATED STOCKHOLDER MATTERS

Market Information

There is no public trading market for the Company's common stock.

Holders

At December 31, 2002, there were 2 holders of record of the Company's common stock. As of December 31, 2002, there were 10,250,000 shares outstanding.

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Dividends

The Company has not declared any cash dividends within the past two years on its common stock. The Company does not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize available funds, if any, for the development of the Company's business.

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

As will be noted from the financial statements, the Company does not have any present revenues, income, or material tangible assets. No detailed analysis of operations can be completed until or unless the Company commences operations.

Plan of Operation

The Company's plan is to seek, investigate, and if such investigation warrants, acquire an interest in one or more business opportunities presented to it by persons or firms desiring the perceived advantages of a publicly held corporation.

At this time, the Company has no plan, proposal, agreement, understanding, or arrangement to acquire or merge with any specific business or company, and the Company has not identified any specific business or company for investigation and evaluation. No member of Management or any promoter of the Company, or an affiliate of either, has had any material discussions with any other company with respect to any acquisition of that company. The Company will not restrict its search to any specific business, industry, or geographical location, and may participate in business ventures of virtually any kind or nature. Discussion of the proposed business under this caption and throughout this Registration Statement is purposefully general and is not meant to restrict the Company's virtually unlimited discretion to search for and enter into a business combination.

The Company may seek a combination with a firm which only recently commenced operations, or a developing company in need of additional funds to expand into new products or markets or seeking to develop a new product or service, or an established business which may be experiencing financial or operating difficulties and needs additional capital which is perceived to be easier to raise by a public company. In some instances, a business opportunity may involve acquiring or merging with a corporation which does not need substantial additional cash but which desires to establish a public trading market for its common stock. The Company may purchase assets and establish wholly-owned subsidiaries in various businesses or purchase existing businesses as subsidiaries.

Selecting a business opportunity will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries, and shortages of available capital, management believes that there are numerous firms seeking the benefits of a publicly-traded corporation. Such perceived benefits of a publicly traded corporation may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for the principals of a business, creating a means for providing incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes) for all shareholders, and other items. Potentially available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

Management believes that the Company may be able to benefit from the use of "leverage" to acquire a target company. Leveraging a transaction involves acquiring a business while incurring significant indebtedness for a large percentage of the purchase price of that business. Through leveraged transactions, the Company would be required to use less of its available funds to acquire a target company and, therefore, could commit those funds to the operations of the business, to combinations with other target companies, or to other activities. The borrowing involved in a leveraged transaction will ordinarily be secured by the assets of the acquired business. If that business is not able to generate sufficient revenues to make payments on the debt incurred by the Company to acquire that business, the lender would be able to exercise the remedies provided by law or by contract. These leveraging techniques, while reducing the amount of funds that the Company must commit to acquire a business, may correspondingly increase the risk of loss to the Company. No assurance can be given as to the terms or availability of financing for any acquisition by the Company. During periods when interest rates are relatively high, the benefits of leveraging are not as great as during periods of lower interest rates, because the investment in the business held on a leveraged basis will only be profitable if it generates sufficient revenues to cover the related debt and other costs of the financing. Lenders from which the Company may obtain funds for purposes of a leveraged buy-out may impose restrictions on the future borrowing, distribution, and operating policies of the Company. It is not possible at this time to predict the restrictions, if any, which lenders may impose, or the impact thereof on the Company.

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The Company has insufficient capital with which to provide the owners of businesses significant cash or other assets. Management believes the Company will offer owners of businesses the opportunity to acquire a controlling ownership interest in a public company at substantially less cost than is required to conduct an initial public offering. The owners of the businesses will, however, incur significant post-merger or acquisition registration costs in the event they wish to register a portion of their shares for subsequent sale. The Company will also incur significant legal and accounting costs in connection with the acquisition of a business opportunity, including the costs of preparing post-effective amendments, Forms 8-K, agreements, and related reports and documents. Nevertheless, the officers and directors of the Company have not conducted market research and are not aware of statistical data which would support the perceived benefits of a merger or acquisition transaction for the owners of a businesses. The Company does not intend to make any loans to any prospective merger or acquisition candidates or to unaffiliated third parties.

The Company will not restrict its search for any specific kind of firms, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its corporate life. It is impossible to predict at this time the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer. However, the Company does not intend to obtain funds in one or more private placements to finance the operation of any acquired business opportunity until such time as the Company has successfully consummated such a merger or acquisition. The Company also has no plans to conduct any offerings under Regulation S.

Forward-Looking Statements

When used in this Form 10-K or other filings by the Company with the Securities and Exchange Commission, in the Company's press releases or other public or shareholder communications, or in oral statements made with the approval of an authorized officer of the Company's executive officers, forward sounding words or phrases such as "would be", "will allow", "intends to", "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project", or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.

The Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date made, and advises readers that forward-looking statements involve various risks and uncertainties and are only reasonable projections of management based upon limited current information. The Company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statement.

ITEM 7.		FINANCIAL STATEMENTS





GUIDELINE CAPITAL, INC.
(A Development Stage Enterprise)
FINANCIAL STATEMENTSAS OF DECEMBER 31, 2002 AND 2001
AND FOR THE YEARS THEN ENDED
AND FOR THE CUMULATIVE ACTIVITY DURING DEVELOPMENT STAGE
FROM AUGUST 17, 2000 (INCEPTION) THROUGH DECEMBER 31, 2002
WITHREPORT OF INDEPENDENT AUDITOR'S





<Page> 5

GUIDELINE CAPITAL, INC.(A Development Stage Enterprise)
Contents

|                                   | Page 
|---------------------------------- | -----
|Report of Independent Auditor's    | 1    
|Financial Statements:              |      
|Balance sheets2                    |      
|Statements of operations           | 3    
|Statements of stockholders' equity | 4    
|Statements of cash flows           | 5    
|Notes to financial statements      | 6 - 7





<<Page>



REPORT OF INDEPENDENT AUDITOR'S



To the Stockholders
Guideline Capital, Inc.
(A Development Stage Enterprise)



We have audited the balance sheets of Guideline Capital, Inc. (a development stage enterprise) as of December 31, 2002 and 2001, and the related statements of operations, stockholders' equity, and cash flows for the years then ended and for the cumulative activity during development stage from August 17, 2000 (inception) through December 31, 2002. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with U.S. generally accepted auditing standards. 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 financial statements referred to above present fairly, in all material respects, the financial position of Guideline Capital, Inc. (a development stage enterprise) as of December 31, 2002 and 2001 and the results of its operations and its cash flows for the years then ended and for the cumulative activity during development stage August 17, 2000 (inception) through December 31, 2002 in accordance with U.S. generally accepted accounting principles.

Timothy L Steers, CPA
March 14, 2003
Portland, OR

<Page> 1

GUIDELINE CAPITAL, INC.
(A Development State Enterprise)
Balance Sheets



|                                                                                                        | December 31,               | December 31,             
|------------------------------------------------------------------------------------------------------- | -------------------------- | -------------------------
|                                                                                                        | 2002                       | 2001                     
|ASSETS                                                                                                  |                            |                          
|Current assets                                                                                          | $            -             | $            -           
|Total current assets                                                                                    | -                          | -                        
|Other Assets                                                                                            | $            -             | $            -           
|                                                                                                        | $            -
==========  | $            -
========= 
|LIABILITIES AND STOCKHOLDER'S EQUITY                                                                    |                            |                          
|Current liabilities                                                                                     | $            -             | $            -           
|Total current liabilities                                                                               | -                          | -                        
|Stockholders' equity (deficit):                                                                         |                            |                          
|Common stock; $001 par value; shares authorized 50,000,000; shares
   issued and outstanding 10,250,000 | 10,250                     | 10,250                   
|Additional paid-in capital                                                                              | 44,986                     | 42,600                   
|Deficit accumulated during development stage                                                            | (55,236)                   | (52,850)                 
|Total stockholder's equity                                                                              | -                          | -                        
|                                                                                                        |                            |                          
|                                                                                                        | $             -
========== | $             -
=========



See accompanying notes

<Page> 2

GUIDELINE CAPITAL, INC.
(A Development State Enterprise)
Statement of Operations

|                           | Years ended December 31
    2002                  2001 | Cumulative activity during development stage August 17, 2000 through December 31, 2002
|-------------------------- | ------------------------------------------------------ | --------------------------------------------------------------------------------------
|Operating expenses         | $2,386                                                 | $42,350                                                                               
|Net loss from operations   | (2,386)                                                | (42,350)                                                                              
|Provision for income taxes | -                                                      | -                                                                                     
|Net loss                   | $(2,386)                                               | $(42,350)                                                                             
|Net loss per share         | $(.000)                                                | $(.004)                                                                               

See accompanying notes



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GUIDELINE CAPITAL, INC.
(A Development State Enterprise)
Statement of Stockholders' Equity
August 17, 2000 (inception) through December 21, 2002

|                                                                                   | Common stock |             |                            |                                             
|---------------------------------------------------------------------------------- | ------------ | ----------- | -------------------------- | --------------------------------------------
|                                                                                   | shares       | amount      | Additional paid-in capital | Deficit accumulated during development stage
|Shares issued in exchange for services                                             | 10,000,000   | $  10,000   | $         -                | $            -                              
|Expenses paid by stockholder                                                       | -            | -           | 500                        | -                                           
|Net loss for the period from August 17, 2000 (inception) through December 31, 2000 | -            | -           | -                          | (10,500)                                    
|Balance at December 31, 2000                                                       | 10,000,000   | 10,000      | 500                        | (10,500)                                    
|Shares issued in exchange for services                                             | 250,000      | 250         | 41,000                     | -                                           
|Expenses paid by stockholder                                                       | -            | -           | 1,100                      | -                                           
|Net loss for the year ended December 31, 2001                                      | -            | -           | -                          | -                                           
|Balance at December 31, 2001                                                       | 10,250,000   | 10,250      | 42,600                     | (52,850)                                    
|Expenses paid by stockholder                                                       | -            | -           | 2,386                      | -                                           
|Net loss for the year ended December 31, 2002                                      | -            | -           | -                          | (2,386)                                     
|Balance at December 31, 2002                                                       | 10,250,000   | $    10,250 | $    44,986                | $   (55,236)                                

See accompanying notes

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GUIDELINE CAPITAL, INC.
(A Development State Enterprise)
Statement of Cash Flows

|                                                                                                     | Years ended December 31
    2002                  2001 | Cumulative activity during development stage August 17, 2000 through December 31, 2002
|---------------------------------------------------------------------------------------------------- | ------------------------------------------------------ | --------------------------------------------------------------------------------------
|Cash flows from operating activities:                                                                |                                                        |                                                                                       
|Net loss                                                                                             | $    (2,386)                                           | $  (42,350)                                                                           
|Adjustment to reconcile net loss to net cash provided by operating activities:                       |                                                        |                                                                                       
|Shares issued in exchange for services                                                               | -                                                      | 41,250                                                                                
|Expenses paid by stockholder                                                                         | 2,386                                                  | 1,100                                                                                 
|                                                                                                     | $          -                                           | $         -                                                                           
|Supplemental schedule of noncash financing activities -
common stock issued in exchange for services | $         -                                            | $  41,250                                                                             



See accompanying notes

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GUIDELINE CAPITAL, INC.
(A Development State Enterprise)
Notes to Financial Statements
December 31, 2002



1.	Summary of significant accounting policies

Company: Guideline Capital, Inc. (the "Company"), was incorporated under the laws of the State of Nevada on August 17, 2000. The Company is currently involved with seeking a company or companies that it can acquire or with whom it can merge.

Development stage enterprise: Since inception, the Company has not commenced any formal business operations. The Company is considered to be in the development stage and therefore has adopted the accounting and reporting standards of Statement of Financial Accounting Standards No. 7, "Accounting and Reporting by Development Stage Enterprises".

Cash equivalents: For purposes of the statement of cash flows, cash equivalents include all highly liquid investments purchased with original maturities of three months or less.

Income taxes: Income taxes are provided on the liability method whereby deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases and reported amounts of assets and liabilities. Deferred tax assets and liabilities are computed using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in income in the period that includes the enactment date. The Company provides a valuation allowance for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

Reporting comprehensive income (loss): The Company reports and displays comprehensive income (loss) and its components as separate amounts in the financial statements with the same prominence as other financial statements. Comprehensive income (loss) includes all changes in equity during the year that results from recognized transactions and other economic events other than transactions with owners. There were no comprehensive income items to report for the years ended December 31, 2002 and 2001 and for the period from August 17, 2000 (inception) through December 31, 2002.

Net loss per share: Net loss per share is computed by dividing net loss by the weighted average number of shares outstanding during the period. The weighted average number of shares outstanding was 10,250,000 for the year ended December 31, 2002; 10,183,562 for the year ended December 31, 2001; and 10,166,667 for the cumulative activity during development stage August 17, 2000 (inception) through December 31, 2002.

Use of estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

2.	Common stock

On April 8, 2001, the Company issued 250,000 shares of its common stock in exchange for compliance services. Management of the Company valued the share grants at $41,250 (or $.165 per share) that represented the fair value of the services rendered at the date of issuance. The Company recorded operating expenses totaling $41,250 during the year ended December 31, 2001 as a result of these grants.



<Page> 6

GUIDELINE CAPITAL, INC.
(A Development State Enterprise)
Notes to Financial Statements
December 31, 2002

3.	Income taxes

Deferred income taxes consisted of the following:

December 31	2002	2001

Deferred tax asset - Start-up and organizational costs	$	21,200	$	20,300

Valuation allowance	(21,200)	(20,300)

Net deferred income taxes	$-	$-

As a result of the Company's continued losses and uncertainties surrounding the realization of the net operating loss carryforwards and recovery of organization costs, management has determined that the realization of deferred tax assets is uncertain. Accordingly, a valuation allowance equal to the net deferred tax asset amount has been recorded as of December 31, 2002 and 2001.

Reconciliation of income taxes computed at the Federal statutory rate of 34% to the provision for income taxes is as follows:

|                                           | Years ended December 31
    2002                  2001 | Cumulative activity during development stage August 17, 2000 through December 31, 2002
|------------------------------------------ | ------------------------------------------------------ | --------------------------------------------------------------------------------------
|Tax at statutory rates                     | $(900)                                                 | $(14,400)                                                                             
|Change in deferred tax valuation allowance | 900                                                    | 14,400                                                                                
|Net loss                                   | $-                                                     | $-                                                                                    



<Page> 7



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

Accounting firm of Merdinger, Fruchter, Rosen and Corso, PC was replaced by Timothy L. Steers, Certified Public Accountant, LLC as filed by Form 8K on August 19, 2002, accession number 0001117768-02-000024.

PART III

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

The Directors and Officers of the Company are as follows:

|Name               | Age | Positions and Offices Held                  
|------------------ | --- | --------------------------------------------
|Thomas R. Platfoot | 49  | President, Secretary, Treasurer and Director

Thomas R. Platfoot; President/Secretary/Treasurer/Director. Mr. Platfoot is an active Real Estate Broker since 1978 licensed in both California and Washington. In 1992, Mr. Platfoot started Evergreen State Investments, which focuses on acquiring, syndicating and managing real estate properties. During this time he has also turned his focuses in assisting and supporting in developing companies in the technologies and Internet industry. Mr. Platfoot with his vast experience in business is able to assist companies through many challenges of early and on-going stages of growth. From managerial development, Mr. Platfoot offers his background relationships to bring success for management and shareholders alike.

Involvement in Certain Legal Proceedings

None of the director/officers have been involved in any material legal proceedings which occurred within the last five years of any type as described in Regulation S-K.

Compliance With Section 16(a) of the Exchange Act

All reports required to be filed pursuant to Section 16(a) have been filed.

ITEM 10.	EXECUTIVE COMPENSATION

During the last fiscal year, the Company's officer and director did not receive any salary, wage or other compensation. During the current fiscal year the Company has no present plans or means to pay compensation to its officers and directors.

ITEM 11.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS & MANAGEMENT

The following table sets forth each person known to Guideline Capital, Inc., as of December 31, 2002, to be a beneficial owner of five percent (5%) or more of Guideline Capital, Inc.'s common stock, by Guideline Capital, Inc.'s directors individually, and by all of the Guideline Capital, Inc.'s directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares shown.

|Title of Class | Name of Beneficial Owner | Amount and Nature of Beneficial Owner | Percent of Class
|-------------- | ------------------------ | ------------------------------------- | ----------------
|Common         | Thomas R. Platfoot       | 10,000,000                            | 98%             

ITEM 12.	CERTAIN RELATIONSHIPS & RELATED TRANSACTIONS

None.

<Page> 6

ITEM 13.	EXHIBITS AND REPORTS ON FROM 8-K

(b)	EXHIBITS.

|EXHIBIT NUMBER | DESCRIPTION               | LOCATION                                                                    
|-------------- | ------------------------- | ----------------------------------------------------------------------------
|3.1            | Articles of Incorporation | Incorporated by reference to 3.1 to the Registrant's Form 10-SB Registration
|3.2            | Bylaws                    | Incorporated by reference to 3.2 to the Registrant's Form 10-SB Registration

(b)	REPORTS ON FORM 8-K. No reports on Form 8-K were filed during the year ending December 31, 2002.



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunder duly authorized.

|                      | GUIDELINE CAPITAL, INC.                                 
|--------------------- | --------------------------------------------------------
|Dated: March __, 2003 | By: /s/	Thomas R. Platfoot	Thomas R. Platfoot, President



I, Thomas R. Platfoot, certify that:

1.	I have reviewed this annual report on Form 10K-SB of Guideline Capital, Inc;

2.	Based on my knowledge, this annual report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures ( as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

c)	presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors ( or person performing the equivalent functions):

<Page> 7

a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial date and have identified for the registrant's auditors any material weaknesses in internal controls; and

b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.	The registrant's other certifying officers and I have indicated in this annual report whether or not there are significant changes in internal controls or other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

|Dated: March ____, 2003 | By: /s/	Thomas R. Platfoot	Thomas R. Platfoot, President
|----------------------- | --------------------------------------------------------

Statement of Chief Executive Officer Regarding

Facts and Circumstances Relating to Exchange Act Filings

I, Thomas R. Platfoot, state and certify as follows:

The financial statements filed with the report on Form 10-KSB for the period ended December 31, 2002 fully comply with the requirements of Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 and that the information contained in said periodic report fairly presents, in all material respects, the financial condition and results of operations of Guideline Capital, Inc.

This Statement is submitted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

|Dated: March ____, 2003 | By: /s/	Thomas R. Platfoot	Thomas R. Platfoot, President
|----------------------- | --------------------------------------------------------