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, 2000
                                       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


                            GUIDELINE CAPITAL, INC.
                          ----------------------------
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

            NEVADA                                88-1004672
            ------                                ----------
       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) 574-4369
               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 files 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, 2000, 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, 2000, and currently, the Registrant has outstanding
approximately 10,000,000 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, 2000

                                     PART I

Item 1.  Description of Business........................3
Item 2.  Description of Property........................5
Item 3.  Legal Proceedings..............................5
Item 4.  Submission of matters to a Vote of
         Security Holders...............................6


                                     PART II

Item 5.  Market for Registrant's Common Equity &
         Related Stockholders' Matters..................6
Item 6.  Management's Discussion & Analysis of
         Financial Condition & Results of Operations....6
Item 7.  Financial Statements...........................9
Item 8.  Changes in and Disagreements with
         Accountants on Accounting & Financial
         Disclosure....................................10

                                    PART III

Item 9.  Directors & Executive Officers, Promoters
         & Control Persons, Compliance with
         Section 16 (a) of the Exchange Act............10
Item 10. Executive Compensation........................11
Item 11. Security Ownership of Certain Beneficial
         Owners & Management   ........................11
Item 12. Certain Relationships & Related
         Transactions..................................12
Item 13. Exhibits & Reports on Form 8-K................14
















<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's only employee at the present time are its officers and
directors, who will devote as much time as the Board of Directors determine
is necessary to carry out the affairs of the Company.

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

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


                                     Holders

     At December 31, 2000, there was approximately 1 holder of record of the
Company's common stock.  As of December 31, 2000, there were approximately
10,000,000 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

                                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 Financial 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.


                           Forward-Looking Statements

     This statement includes projections of future results and "forward-
looking statements" as that term is defined in Section 27A of the Securities
Act of 1933 as amended (the "Securities Act"), and Section 21E of the
Securities Exchange Act of 1934 as amended (the "Exchange Act"). All
statements that are included in this Financial Statement, other than
statements of historical fact, are forward-looking statements.  Although
Management believes that the expectations reflected in these forward-looking
statements are reasonable, it can give no assurance that such expectations
will prove to have been correct.  Important factors that could cause actual
results to differ materially from the expectations are disclosed in this
Statement, including, without limitation, in conjunction with those forward-
looking statements contained in this Statement.





                              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

         The Company is not aware, and has not been advised by its auditors,
of any disagreement on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure

                                    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            48          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.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS & MANAGEMENT

     The following table sets forth each person known to Guideline Capital as
of December 31, 2000, to be a beneficial owner of five percent (5%) or more
of Guideline Capital's common stock, by Guideline Capital's director
individually, and by the Guideline Capital director and executive officer.
Each person has sole voting and investment power with respect to the shares
shown.






                 SECURITY OWNERSHIP OF BENEFICIAL OWNER

Title of Class    Name of               Shares              Percentage
                  Owner                 Beneficially        Ownership
                                        Owned

Common            Thomas R. Platfoot    10,000,000             100%


                  SECURITY OWNERSHIP OF MANAGEMENT

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

Common           Thomas R. Platfoot       0                 0

ITEM 12. CERTAIN RELATIONSHIPS & RELATED TRANSACTIONS

     None.


ITEM 13. EXHIBITS AND REPORTS ON FROM 8-K

     (a)  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
                                           Statement filed on
                                           December 15, 2000

3.2         Bylaws                         Incorporated by reference to
                                           Exhibit 3.2 to the Registrant's
                                           Form 10-SB Registration
                                           Statement filed on
                                           December 15, 2000

     (b)  REPORTS ON FORM 8-K.  No reports on Form 8-K were filed during the
year ending December 31, 2000.





                                Guideline Capital, INC.
                           (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                               DECEMBER 31, 2000






                         INDEPENDENT AUDITORS' REPORT



TO THE BOARD OF DIRECTORS OF Guideline Capital, Inc.:

We have audited the accompanying balance sheet of Guideline Capital, Inc. (A
Development Stage Company) as of December 31, 2000 and the related statements
of operations, stockholder's equity and cash flows for the period from August
17, 2000 (inception) to December 31, 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 Guideline Capital, Inc. as
of December 31, 2000 and the results of its operations and its cash flows for
the period from August 17, 2000 (inception) to December 31, 2000 in
conformity with generally accepted accounting principles.





                             MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
                             Certified Public Accountants



New York, New York
March 15, 2001











<PAGE>




                            Guideline Capital, Inc.
                         (A Development Stage Company)
                                 BALANCE SHEET
                               DECEMBER 31, 2000







ASSETS                                                     $      -
                                                           ========
LIABILITIES AND STOCKHOLDER'S EQUITY
   Liabilities                                             $      -
                                                           ---------
STOCKHOLDER'S EQUITY
  Common stock, $0.001 par value;
    25,000,000 shares authorized,
    10,000,000 shares issued and outstanding                 10,000
  Additional paid-in capital                                    500
  Deficit accumulated during
    the development stage                                   (10,500)
                                                           ---------
     Total stockholder's equity                                   -
                                                           ---------

       Total liabilities and stockholder's equity          $      -
                                                           =========


















The accompanying notes are an integral part of these financial statements.





<PAGE>  2


                                  Guideline Capital, Inc.
                               (A Development Stage Company)
                                   STATEMENT OF OPERATIONS
                       AUGUST 17, 2000 (INCEPTION) TO DECEMBER 31,2000







Revenue                                               $         -

General and administrative expenses                        10,000
                                                      -----------
Loss from operations before provision
   for income taxes                                       (10,500)

Provision for income taxes                                      -
                                                      ------------

Net loss                                              $   (10,500)
                                                      ============
Net loss per share - basic and diluted                $         -
                                                      ------------
Weighted average number of common shares
   outstanding                                         10,000,000
                                                      ============



















The accompanying notes are an integral part of these financial statements.





<PAGE>  3




                                    Guideline Capital, INC.
                              (A Development Stage Company)
                           STATEMENT OF STOCKHOLDER'S EQUITY
                    AUGUST 17, 2000 (INCEPTION) TO DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                           Deficit
                                                           Accumulated
                                               Additional  During the
                            Common Stock       Paid-in     Development
                           Shares    Amount    Capital     Stage        Total
</CAPTION>
<S>                        <C>       <C>      <C>        <C>         <C>
Balance, Aug. 17, 2000           -  $     -   $      -   $       -   $     -

Issuance of shares for
  services-Aug. 17, 2000  10,000,000   1,500         -           -    10,000

Expenses paid by
   shareholder                     -       -       500           -       500

Net loss                           -       -         -     (10,500) (10,500)
                           ---------  -------   ------   ---------  --------
Balance,
  December 31, 2000       10,0500,000 $10,000   $   500   $(10,500) $     -
                          =========== =======   ========= ========= =======

</TABLE>




















The accompanying notes are an integral part of these financial statements.

<PAGE>  4






                                Guideline Capital, INC.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
                 August 17, 2000 (INCEPTION) TO DECEMBER 31, 2000












CASH FLOWS FROM OPERATING ACTIVITIES

    Net loss                                             $    (10,500)
    Stock issued for services                                  10,000
    Expenses paid by shareholder                                  500
                                                         -------------
NET CASH USED IN OPERATING ACTIVITIES                               -

CASH AND CASH EQUIVALENTS - August 17, 2000                         -
                                                          ------------

CASH AND CASH EQUIVALENTS - December 31, 2000             $         -

    SUPPLEMENTAL INFORMATION:
      During the initial period August 17 to December 31, 2000, the Company
paid no cash for interest or income taxes.
















The accompanying notes are an integral part of these financial statements.



<PAGE>  5



                                      Guideline Capital, INC.
                                (A Development Stage Company)
                                NOTES TO FINANCIAL STATEMENTS
                                      DECEMBER 31, 2000


NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

Nature of Operations

Guideline Capital, Inc. (the "Company") is currently a development-stage
company under the provisions of the Financial Accounting Standards  Board
("FASB") Statement of Financial Accounting Standards  ("SFAS") NO. 7.  The
Company was incorporated under the laws of the state of Nevada on August 17,
2000.

Use of Estimates

The preparation of financial statements in conformity with 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 revenue and expenses during the reporting period.
Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents.

Income Taxes

Income taxes are provided for based on the liability method of accounting
pursuant to SFAS No. 109, "Accounting for Income Taxes".  Deferred income
taxes, if any, are recorded to reflect the tax consequences on future years
of differences between the tax bases of assets and liabilities and their
financial reporting amounts at each year-end.

Earnings Per Share

The Company calculates earnings per share in accordance with SFAS No. 128,
"Earnings Per Share", which requires presentation of basic earnings per share
("BEPS") and diluted earnings per share ("DEPS").  The computation of BEPS is
computed by dividing income available to common stockholders by the weighted
average number of outstanding common shares during the period.  DEPS gives
effect to all dilutive potential common shares outstanding during the period.
The computation of DEPS does not assume conversion, exercise or contingent
exercise of securities that would have an antidilutive effect on earnings.
As of December 31, 2000, the Company has no securities that would effect loss
per share if they were to be dilutive.


<PAGE>  6




                                  Guideline Capital, INC.
                            (A Development Stage Company)
                            NOTES TO FINANCIAL STATEMENTS
                                  DECEMBER 31, 2000



NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
         POLICIES (Continued)

Comprehensive Income

SFAS No. 130, "Reporting Comprehensive Income", establishes standards for the
reporting and display of comprehensive income and its components in the
financial statements.  The Company had no items of other comprehensive income
and therefore has not presented a statement of comprehensive income.

NOTE 2 - INCOME TAXES

The components of the provision for income taxes for the period from August
17, 2000 (inception) to December 31, 2000, are as follows:

                       Current Tax Expense
                         U.S. Federal                  $           -
                         State and Local                           -
                       Total Current                               -

                       Deferred Tax Expense
                         U.S. Federal                              -
                         State and Local                           -
                       Total Deferred                              -

                       Total Tax Provision (Benefit)
                         from Continuing Operations     $          -

The reconciliation of the effective income tax rate to the Federal statutory
rate is as follows:

      Federal Income Tax Rate             34.0%
      Effect of Valuation Allowance    (  34.0)%
      Effective Income Tax Rate            0.0%

At December 31, 2000, the Company had net carryforward losses of $10,500.
Because of the current uncertainty of realizing the benefits of the tax
carryforward, a valuation allowance equal to the tax benefits for deferred
taxes has been established.  The full realization of the tax benefit
associated with the carryforward depends predominantly upon the Company's
ability to generate taxable income during the carryforward period.



<PAGE>  7




                                Guideline Capital, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 2000



NOTE 2 - INCOME TAXES

Deferred tax assets and liabilities reflect the net tax effect of temporary
differences between the carrying amount of assets and liabilities for
financial reporting purposes and amounts used for income tax purposes.
Significant components of the Company's deferred tax assets and liabilities
as of December 31, 2000 are as follows:

         Deferred Tax Assets
            Loss Carryforwards             $     3,600

            Less:  Valuation Allowance      (    3,600)
            Net Deferred Tax Assets        $         -

Net operating loss carryforwards expire in 2020.

NOTE 3 -	COMMON STOCK

On August 17, 2000, the Company issued 10,000,000 shares of common stock for
services valued at $10,000.
























<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:  April 24, 2001         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


/s/ Thomas R. Platfoot          President, Treasurer,      April 24, 2001
    Thomas R. Platfoot          Secretary and Director