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, 2001
                                       OR
[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                      FOR THE TRANSITION PERIOD FROM TO N/A

                       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:  NONE

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, 2001, 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, 2001, 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.

<Page>


                       TABLE OF CONTENTS TO ANNUAL REPORT
                                 ON FORM 10-KSB
                          YEAR ENDED DECEMBER 31, 2001

                                     PART I

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...............................4


                                     PART II

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

                                    PART III

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


















<Page>



                                     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.





<Page>3

                                     PART II

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

                               Market Information

     To the knowledge of current management, there is no public trading
market for the Company's common stock.


                                     Holders

     At December 31, 2001, there were approximately 2 holders of record of
the Company's common stock.  As of December 31, 2001, there were 10,250,000
shares outstanding.

                                    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.


<Page> 4


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.
<Page> 5

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.



<Page> 6


                              Year 2000 Compliance

At present, the Company only has access to a desktop PC to maintain its
rudimentary accounting and check ledger entries. The Company has had this
computer reviewed and has determined that it and its software programs are
compatible with the change-over in the year 2000 and should not cause a
problem.

The year 2000 (hereafter Y2K) computer compliance problem is primarily
based upon the fact that many computers and computer software programs may
not be compatible with the year change from 1999 to the year 2000. As a
result, many computer programs may fail or lose data as the millennium
approaches. The Company has focused its concern on this Y2K problem in three
general areas. First, computer programs and related software owned or used by
the Company.  Secondly, collateral equipment such as potential communication
systems and other equipment that relies upon computer based components.
Thirdly, Y2K problems which may occur within the industry in which the
Company may become involved.

As noted above, the Company has only access and use of a small desktop
PC which is Y2K compatible and therefore, does not believe any further review
or remedial work required to be Y2K compliant as to its in-house computer
systems.  The Company is adopting a policy that any computer system purchased
will have to be warranted as Y2K compliant to be acquired by the Company.

Since the Company has no equipment which is reliant upon computer based
systems, it also has determined that it does not have any problem in the
second category, but has adopted a policy that any collateral equipment, such
as communication systems, that will have computer components will have to
have a warranty or certification that they are Y2K compliant to be purchased
or leased by the Company in the event of reorganization.

The Company believes that the foregoing constitutes all reasonable
efforts which may be taken and have been taken for Y2K compliance.  If
necessary the Company will appoint an officer having responsibility for Y2K
compliance as part of the Company's due diligence efforts.  To date, the
Company has not expended any measurable resources on Y2K compliance.


ITEM 7. FINANCIAL STATEMENTS

See attached financial statements.

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.




<Page> 7



                                    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

Set forth below are the names of all Directors and Executive Officers of
the Company, all positions and offices with the Company held by each such
person, the period during which he has served as such, and the business
experience of such persons during at least the last five years:

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

         The Company does not have a class of equity securities registered
pursuant to Section 12 of the Exchange Act.  As a result, no reports are
required to be filed pursuant to Section 16(a).


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.






<Page> 8


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, 2001, 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.


                 SECURITY OWNERSHIP OF BENEFICIAL OWNERS

Title of      Name of              Shares                Percentage
Class         Owner                Beneficially          Ownership
                                   Owned

Common        Catherine S. Ratelle   250,000                 2%


                  SECURITY OWNERSHIP OF MANAGEMENT

Title of Class   Name of           Amount and Nature       Percent of
                 Benefial Owner    of Beneficial Owner     Class

Common           Thomas R. Platfoot      10,000,000           98%


ITEM 12. CERTAIN RELATIONSHIPS & RELATED TRANSACTIONS

     None.


ITEM 13. EXHIBITS AND REPORTS ON FROM 8-K

(b)  EXHIBITS.

EXHIBIT
NUMBER      DESCRIPTION                    LOCATION

3.1         Articles of Incorporation      Incorporated by reference to
                                           Exhibit 3.1 to the Registrant's
                                           Form 10-SB Registration

3.2         Bylaws                         Incorporated by reference to
                                           Exhibit 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, 2001.



<Page> 9



                              GUIDELINE CAPITAL, INC.
                           (A Development Stage Enterprise)
                                  FINANCIAL STATEMENTS
                          AS OF DECEMBER 31, 2001 AND 2000
                      AND FOR THE YEAR ENDED DECEMBER 31, 2001
   AND FOR THE PERIOD FROM AUGUST 17, 2000 (INCEPTION) THROUGH DECEMBER 31, 2000
           AND FOR THE CUMULATIVE ACTIVITY DURING DEVELOPMENT STAGE
          FROM AUGUST 17, 2000 (INCEPTION) THROUGH DECEMBER 31, 2001
                                         WITH
                           REPORT OF INDEPENDENT AUDITOR'S












































                               TABLE OF CONTENTS


                                                             Page
Report of Independent Auditor's                                1

Financial Statements:
Balance sheets                                                2
Statements of operations                                      3
Statements of stockholders' equity                            4
Statements of cash flows                                      5
Notes to financial statements                                 6 - 8





































<Page>


                            REPORT OF INDEPENDENT AUDITOR'S


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


We have audited the balance sheet of Guideline Capital, Inc.
(a development stage enterprise) as of December 31, 2001,
and the related statements of operations, stockholders' equity, and
cash flows for the year then ended and for the cumulative
activity during development stage from August 17, 2000 (inception)
through December 31, 2001.  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.  The financial statements of Guideline Capital, Inc.
(a development stage enterprise) as of December 31, 2000 and for
the period from August 17, 2000 (inception) through December 31, 2000,
were audited by other auditors whose report dated March 15, 2001,
expressed an unqualified opinion of those statements.

We conducted our audit in accordance with U.S. 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 2001 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, 2001
and the results of its operations and its cash flows for the year then
ended and for the cumulative activity during development stage
August 17, 2000 (inception) through December 31, 2001 in
accordance with U.S. generally accepted accounting principles.





August 22, 2002
Portland, OR







<Page> 1




<table>

                                                           December 31
                                                          2001       2000

                                                       <c>        <c>
ASSETS

Current assets                                            $     -	   $     -
                                                          --------  --------
Total current assets                                            -         -

Other assets                                                    -         -
                                                           -------   -------
                                                                -         -
                                                           =======   =======
</table>
                    LIABILITIES AND STOCKHOLDERS' EQUITY
<table>

                                                        <c>       <c>
Current liabilities                                        $    -    $     -
                                                           -------   --------
Total current liabilities                                    -          -

Stockholders' equity (deficit):
  Common stock; $.001 par value; authorized 50,000,000
  shares; issued and outstanding 10,250,000 shares
  (10,000,000 shares in 2000)                               10,250   10,000
  Additional paid-in capital                                 42,600      500
  Deficit accumulated during development stage              (52,850) 	(10,500)
  Total stockholders' equity                                    -        -
                                                           -------  -------
                                                           $    -        -
                                                           =======  ========
</table>





See accompanying notes





<Page> 2



<table>
                                                                   Cumulative
                                                                   activity during
                                                                   development
                                                  Period from      stage August
                                                  August 17, 2000  17, 2000
                                                  (inception)      (inception)
                                     Year ended    through         through
                                     December 31, December 31,     December 31,
                                        2001         2000             2001
                                     ----------   ---------------  --------------

                                  <c>          <c>              <c>
Operating expenses                     $42,350     $  10,500        $ 52,850
                                       -------     ----------        --------
Net loss from operations               (42,350)      (10,500)        (52,850)

Provision for income taxes                    -            -               -
                                       ---------   ----------       ---------
Net loss                               $(42,350)    $(10,500)       $(52,850)

Net loss per share                     $  (.004)    $  (.001)       $  (.005)

</table>














See accompanying notes














<Page> 3



<Table>
                                                                Deficit
                                                                accumulated
                                                   Additional   during           Total
                                  Common stock      paid-in     development     stockholders'
                             shares         amount   capital    stage           equity (deficit)
                            -----------  ---------  ---------   ------------    ----------------

                         <c>          <c>        <c>         <c>             <c>
Shares issued in exchange
for services                10,000,000   $  10,000   $      -   $         -         $   10,000

Expenses paid by stockholder         -            -        500           -                 500

Net loss for the period
from August 17, 2000
(inception) through
December 31, 2000                    -            -          -     (10,500)            (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          -             41,250

Expenses paid by
stockholder                          -             -      1,100          -              1,100

Net loss for the
year ended
December 31, 2001                    -             -          -     (42,350)          (42,350)
                           ------------   -----------   --------   ---------         ---------
Balance at
December 31, 2001           10,250,000    $   10,250    $42,600    $(52,850)         $      -
                           ===========    ===========   ========   =========         =========


</Table>











See accompanying notes






<Page> 4











<table>

                                                                   Cumulative
                                                                   activity during
                                                                   development
                                                  Period from      stage August
                                                  August 17, 2000  17, 2000
                                                  (inception)      (inception)
                                     Year ended    through         through
                                     December 31, December 31,     December 31,
                                        2001         2000             2001
                                     ----------   ---------------  --------------

                                  <c>          <c>               <c>
Cash flows from operating activities:

Net loss                              $  (42,350)   $  (10,500)      $  (52,850)
 Adjustment to reconcile net loss
 to net cash provided by operating
 activities:
  Shares issued in exchange for
     services                             41,250        10,000           51,250

  Expenses paid by stockholder             1,100           500            1,600
                                       ----------   -----------      -----------
Net change in cash                     $       -    $        -       $        -
                                       ==========   ===========      ===========



Supplemental schedule of noncash
financing activities -
common stock issued in
exchange for services                  $  41,250    $   10,000       $  51,250
                                       =========    ==========       =========

</table>














See accompanying notes


<Page> 5


                                 GUIDELINE CAPITAL, INC.
                             (A Development Stage Enterprise)
                               Notes to Financial Statements
                                    December 31, 2001

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 year ended
December 31, 2001 of for the period from August 17, 2000
(inception) through December 31, 2000.

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 10,183,562 for the year ended December 31, 2001;
10,000,000 for the period from August 17, 2000 (inception)
through December 31, 2000; and 10,133,733 for the cumulative
activity during development stage August 17, 2000
(inception) through December 31, 2001.


<Page> 6

                                  GUIDELINE CAPITAL, INC.
                             (A Development Stage Enterprise)
                               Notes to Financial Statements
                                    December 31, 2001

1.	Summary of significant accounting policies (continued)
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 August 17, 2000, the Company issued 10,000,000 shares of its common stock
in exchange for incorporation services.  Management of the Company valued
the share grants at $10,000 (or $.001 per share) that represented the
fair value of the services rendered at the date of issuance.  The
Company recorded operating expenses totaling $10,000 during the period from
August 17, 2000 (inception) through December 31, 2000 as a result of these
grants.

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.

3.	Income taxes
      Deferred income taxes consisted of the following:
                                                          December 31
                                                         2001 	      2000
                                                       -------    --------
       Deferred tax asset:
        Net operating loss carryovers                  $  14,700  $  	3,600
         Organizational costs                              3,300         -
                                                          18,000     3,600
       Valuation allowance                               (18,000)   (3,600)
                                                       ----------  --------
        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, 2001 and 2000.



<Page> 7

                                   GUIDELINE CAPITAL, INC.
                             (A Development Stage Enterprise)
                               Notes to Financial Statements
                                    December 31, 2001




3.	Income taxes (continued)
Reconciliation of income taxes computed at the Federal statutory rate
of 34% to the provision for income taxes is as follows:

<table>
                                                                   Cumulative
                                                                   activity during
                                                                   development
                                                  Period from      stage August
                                                  August 17, 2000  17, 2000
                                                  (inception)      (inception)
                                     Year ended    through         through
                                     December 31, December 31,     December 31,
                                        2001         2000             2001
                                     ----------   ---------------  --------------

                                  <c>          <c>              <c>
Tax at statutory rates               $ 	(14,400)   $   	(3,600)      $   	(18,000)
Change in deferred tax valuation
allowance                               14,400         3,600            18,000
                                     ----------   -----------      ------------
Provision for income taxes           $       -    $        -       $         -
                                     ==========   ===========      ============
</table>
The Company has approximately $43,000 in Federal net operating
loss carryforwards that, if not utilized against future taxable
income, expire $10,500 in 2020 and $32,500 expire in 2021.

The utilization of the net operating loss carryforwards could be limited
due to restrictions imposed under Federal laws upon a change in ownership.
















<Page> 8




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:  September 12, 2002         By: /s/ Thomas R. Platfoot
                                          Thomas R. Platfoot, President


     Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:

      SIGNATURE                     TITLE                    DATE


by:/s/ Thomas R. Platfoot     President, Treasurer,      September 12, 2002
       Thomas R. Platfoot     Secretary and Director


11


GUIDELINE CAPITAL, INC.
(A Development Stage Enterprise)

Notes to Financial Statements
December 31, 2001