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 Act of 1934

[ ]    Transitional Report Under Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                     For the fiscal year ended June 30, 1999

                           Commission File No. 0-24755

                          GUIDELINE CAPITAL CORPORATION
                          -----------------------------
                 (Name of small business issuer in its charter)

                      ------------------------------------
                     (Former name of small business issuer)

            Delaware                                          33-0379106
            --------                                          ----------
(State or other jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                          Identification Number)

                              6 Venture, Suite 207
                                   Irvine, CA
                                 (949) 453-9262
                                 --------------
        (Address, including zip code and telephone number, including area
                    code, of registrant's executive offices)

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

        Securities registered under to Section 12(g) of the Exchange Act:

                                  Common Stock
                                  ------------
                                (Title of class)

Check  whether the issuer (1) 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 Company was  required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.
                                 Yes X   No
                                    ---    ---
Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. x
                 ---
                          (Continued on Following Page)


<PAGE>



Issuer's revenues for its most recent fiscal year: $ -0-

State the  aggregate  market value of the voting  stock held by  non-affiliates,
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days: As of June 30, 1999: $0.

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date:  As of June 30,  1999,  there were
500,000 shares of the Company's common stock issued and outstanding.

Documents Incorporated by Reference: None

                 This Form 10-KSB consists of Thirty One Pages.
                    Exhibit Index is Located at Page Thirty.



                                                                               2

<PAGE>



                                TABLE OF CONTENTS

                            FORM 10-KSB ANNUAL REPORT

                          GUIDELINE CAPITAL CORPORATION

                                                              PAGE

Facing Page
Index
PART I
Item 1.   Description of Business.........................       4
Item 2.   Description of Property.........................      13
Item 3.   Legal Proceedings...............................      14
Item 4.   Submission of Matters to a Vote of
               Security Holders...........................      14

PART II
Item 5.   Market for the Registrant's Common Equity
               and Related Stockholder Matters............      14
Item 6.   Management's Discussion and Analysis of
               Financial Condition and Results of
               Operations.................................      15
Item 7.   Financial Statements............................      16
Item 8.   Changes in and Disagreements on Accounting
               and Financial Disclosure...................      25


PART III
Item 9.   Directors, Executive Officers, Promoters
               and Control Persons; Compliance with
               Section 16(a) of the Exchange Act..........      25
Item 10.  Executive Compensation..........................      26
Item 11.  Security Ownership of Certain Beneficial
               Owners and Management......................      27
Item 12.  Certain Relationships and Related
               Transactions...............................      28

PART IV
Item 13.  Exhibits and Reports of Form 8-K................      28



SIGNATURES................................................      29



                                                                               3

<PAGE>



                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

         Guideline  Capital  Corporation  (the  "Company") was  incorporated  on
August 31, 1989, under the laws of the State of Delaware to engage in any lawful
corporate  undertaking,  including  but not  limited  to  selected  mergers  and
acquisitions.  The Company has been in the  developmental  stage since inception
and has undertaken no business  operations to date. Other than issuing shares to
its  original  shareholders,  the Company has never  commenced  any  operational
activities. As such, the Company can be defined as a "shell" company, whose sole
purpose at this time is to locate and consummate a merger, acquisition, or asset
purchase  with a private  entity.  The Board of  Directors  of the  Company  has
elected to commence  implementation of the Company's principal business purpose,
described below under "PART II, Item 6(a), Plan of Operation."

         The proposed business activities  described herein classify the Company
as a "blank  check"  company.  Many  states  have  enacted  statutes,  rules and
regulations  limiting the sale of securities of "blank check" companies in their
respective  jurisdictions.  In order to comply with these  various  limitations,
management  does not intend to  undertake  any  efforts  to sell any  additional
securities of the Company,  either debt or equity,  or cause a market to develop
in the  Company's  securities  until such time as the Company  has  successfully
implemented  its  business  plan  described  herein.   Relevant  thereto,   each
shareholder  of the  Company has  executed  and  delivered  a  "lock-up"  letter
agreement,  affirming  that they shall not sell their  respective  shares of the
Company's  common  stock  until  such  time  as  the  Company  has  successfully
consummated a merger or acquisition and the Company is no longer classified as a
"blank check" company.  In order to provide  further  assurances that no trading
will occur in the Company's  securities  until a merger or acquisition  has been
consummated,  each  shareholder  has  agreed  to place  their  respective  stock
certificate  with  the  Company's  legal  counsel  who will  not  release  these
respective  certificates  until such time as legal counsel has confirmed  that a
merger  or  acquisition  has  been  successfully  consummated.   However,  while
management believes that the procedures  established to preclude any sale of the
Company's  securities  prior to  closing  of a  merger  or  acquisition  will be
sufficient,  there can be no assurances that the procedures established relevant
herein  will  unequivocally  limit  any  shareholder's  ability  to  sell  their
respective securities before such closing.

         As such,  the Company can be defined as a "shell"  company,  whose sole
purpose at this time is to locate and consummate a merger or acquisition  with a
private  entity.  The Board of  Directors of the Company has elected to commence
implementation of

                                                                               4

<PAGE>



the Company's  principal business purpose,  described below under "PART II, Item
6(a) - Plan of Operation."

         The Company's  business is subject to numerous risk factors,  including
the following:

         Going Concern;  No Operating History or Revenue and Minimal Assets. The
Company's  financial  statements  accompanying  this report  have been  prepared
assuming that the Company will continue as a going concern,  which  contemplates
the realization of assets and liquidation of liabilities in the normal course of
business.  The  financial  statements do not include any  adjustment  that might
result from the outcome of this  uncertainty.  The Company has had no  operating
history  nor any  revenues  or  earnings  from  operations.  The  Company has no
significant assets or financial resources.  The Company will, in all likelihood,
sustain operating expenses without  corresponding  revenues,  at least until the
consummation of a business combination. This may result in the Company incurring
a net  operating  loss which will  increase  continuously  until the Company can
consummate a business combination with a profitable business opportunity.  There
is no assurance  that the Company can identify such a business  opportunity  and
consummate such a business combination.

         Speculative Nature of Company's Proposed Operations. The success of the
Company's  proposed  plan of  operation  will  depend  to a great  extent on the
operations,  financial  condition  and  management  of the  identified  business
opportunity.  While  management  intends to seek  business  combination(s)  with
entities having established operating histories,  there can be no assurance that
the Company will be successful in locating candidates meeting such criteria.  In
the event the Company completes a business combination, of which there can be no
assurance,  the  success  of the  Company's  operations  may be  dependent  upon
management  of the  successor  firm or venture  partner firm and numerous  other
factors beyond the Company's control.

         Scarcity   of  and   Competition   for   Business   Opportunities   and
Combinations.   The  Company  is  and  will  continue  to  be  an  insignificant
participant  in the business of seeking  mergers with,  joint  ventures with and
acquisitions of small private and public entities. A large number of established
and  well-financed  entities,  including  venture  capital firms,  are active in
mergers and acquisitions of companies which may be desirable  target  candidates
for the Company.  Nearly all such entities have significantly  greater financial
resources, technical expertise and managerial capabilities than the Company and,
consequently,  the Company will be at a competitive  disadvantage in identifying
possible  business   opportunities   and  successfully   completing  a  business
combination.  Moreover,  the  Company  will also  compete in  seeking  merger or
acquisition candidates with numerous other small public companies.

                                                                               5

<PAGE>




         No Agreement for Business Combination or Other Transaction-No Standards
for  Business  Combination.  The  Company  has  no  arrangement,   agreement  or
understanding  with respect to engaging in a merger with,  joint venture with or
acquisition  of, a private  or public  entity.  There  can be no  assurance  the
Company will be successful  in  identifying  and  evaluating  suitable  business
opportunities  or in  concluding  a  business  combination.  Management  has not
identified any particular  industry or specific  business within an industry for
evaluation  by the Company.  There is no  assurance  the Company will be able to
negotiate a business  combination on terms favorable to the Company. The Company
has not established a specific length of operating  history or a specified level
of earnings,  assets, net worth or other criteria which it will require a target
business  opportunity to have achieved,  and without which the Company would not
consider  a business  combination  in any form with such  business  opportunity.
Accordingly,  the Company may enter into a business  combination with a business
opportunity  having no  significant  operating  history,  losses,  limited or no
potential for earnings,  limited  assets,  negative net worth or other  negative
characteristics.

         Continued Management Control, Limited Time Availability.  While seeking
a business combination,  management  anticipates devoting up to twenty hours per
month to the business of the Company. None of the Company's officers has entered
into a written employment  agreement with the Company and none is expected to do
so in the  foreseeable  future.  The  Company  has not  obtained  key  man  life
insurance  on any of its  officers or  directors.  Notwithstanding  the combined
limited  experience and time  commitment of management,  loss of the services of
any of these  individuals  would adversely  affect  development of the Company's
business and its  likelihood of continuing  operations.  See "PART III, Item 9 -
Directors,  Executive Officers,  Promoters and Control Persons;  Compliance With
Section 16(a) of the Exchange Act."

         Conflicts of Interest - General.  Officers and directors of the Company
may in the future  participate  in  business  ventures  which could be deemed to
compete directly with the Company. Additional conflicts of interest and non-arms
length  transactions  may also  arise in the  future in the event the  Company's
officers or directors are involved in the  management of any firm with which the
Company  transacts  business.  Management  has adopted a policy that the Company
will not seek a merger with, or acquisition  of, any entity in which  management
serve as  officers,  directors  or  partners,  or in which they or their  family
members own or hold any ownership interest.

         Reporting  Requirements May Delay or Preclude Acquisition.  Sections 13
and 15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act"),  require
companies  subject  thereto to provide  certain  information  about  significant
acquisitions, including certified financial statements for the company acquired,
covering

                                                                               6

<PAGE>



one, two, or three years, depending on the relative size of the acquisition. The
time and  additional  costs that may be  incurred  by some  target  entities  to
prepare  such  statements  may  significantly  delay  or  essentially   preclude
consummation of an otherwise desirable  acquisition by the Company.  Acquisition
prospects  that  do not  have or are  unable  to  obtain  the  required  audited
statements  may not be  appropriate  for  acquisition  so long as the  reporting
requirements of the 1934 Act are applicable.

         Lack of Market  Research  or  Marketing  Organization.  The Company has
neither  conducted,  nor have others  made  available  to it,  results of market
research indicating that market demand exists for the transactions  contemplated
by the  Company.  Moreover,  the  Company  does not  have,  and does not plan to
establish, a marketing organization.  Even in the event demand is identified for
a merger or acquisition  contemplated by the Company,  there is no assurance the
Company will be successful in completing any such business combination.

         Lack of  Diversification.  The Company's proposed  operations,  even if
successful,  will in all likelihood result in the Company engaging in a business
combination with a business opportunity.  Consequently, the Company's activities
may be limited to those engaged in by business  opportunities  which the Company
merges with or acquires.  The Company's  inability to diversify  its  activities
into a number of areas may subject the Company to economic fluctuations within a
particular business or industry and therefore increase the risks associated with
the Company's operations.

         Regulation.  Although  the Company is subject to  regulation  under the
Securities  Exchange  Act of 1934,  management  believes the Company will not be
subject to regulation under the Investment  Company Act of 1940,  insofar as the
Company  will  not be  engaged  in the  business  of  investing  or  trading  in
securities.  In the event the  Company  engages in business  combinations  which
result  in the  Company  holding  passive  investment  interests  in a number of
entities,  the  Company  could be subject  to  regulation  under the  Investment
Company Act of 1940. In such event, the Company would be required to register as
an investment  company and could be expected to incur  significant  registration
and compliance costs. The Company has obtained no formal  determination from the
Securities  and Exchange  Commission  as to the status of the Company  under the
Investment  Company Act of 1940 and,  consequently,  any  violation  of such Act
would subject the Company to material adverse consequences.

         Probable  Change in Control  and  Management.  A  business  combination
involving the issuance of the Company's  Common Shares will, in all  likelihood,
result in shareholders of a private company obtaining a controlling  interest in
the Company. Any such business combination may require management of the Company
to sell or transfer all or a portion of the Company's Common Shares held by

                                                                               7

<PAGE>



them,  or resign  as  members  of the Board of  Directors  of the  Company.  The
resulting  change in control of the  Company  could  result in removal of one or
more present officers and directors of the Company and a corresponding reduction
in or elimination of their participation in the future affairs of the Company.

         Reduction of Percentage Share Ownership Following Business Combination.
The  Company's  primary plan of  operation is based upon a business  combination
with a private  concern which,  in all  likelihood,  would result in the Company
issuing securities to shareholders of any such private company.  The issuance of
previously  authorized and unissued Common Shares of the Company would result in
reduction in percentage of shares owned by present and prospective  shareholders
of the  Company  and may  result in a change in  control  or  management  of the
Company.

         Disadvantages  of Blank  Check  Offering.  The Company may enter into a
business  combination  with an entity that desires to establish a public trading
market for its shares. A business opportunity may attempt to avoid what it deems
to be adverse  consequences  of undertaking its own public offering by seeking a
business  combination with the Company.  Such consequences may include,  but are
not limited to, time delays of the registration process, significant expenses to
be incurred in such an offering,  loss of voting control to public  shareholders
and the inability or unwillingness to comply with various federal and state laws
enacted for the protection of investors.

         Taxation.  Federal and state tax consequences  will, in all likelihood,
be major  considerations in any business  combination the Company may undertake.
Currently,  such  transactions  may be  structured  so as to result in  tax-free
treatment  to  both  companies,  pursuant  to  various  federal  and  state  tax
provisions.  The Company intends to structure any business  combination so as to
minimize  the  federal  and state tax  consequences  to both the Company and the
target entity; however, there can be no assurance that such business combination
will meet the statutory  requirements of a tax-free  reorganization  or that the
parties will obtain the intended tax-free  treatment upon a transfer of stock or
assets. A non-qualifying  reorganization  could result in the imposition of both
federal and state taxes which may have an adverse  effect on both parties to the
transaction.

         Requirement of Audited  Financial  Statements  May Disqualify  Business
Opportunities.  Management of the Company  believes that any potential  business
opportunity  must  provide  audited  financial  statements  for review,  for the
protection of all parties to the business  combination.  One or more  attractive
business  opportunities  may  choose to forego  the  possibility  of a  business
combination  with the Company,  rather than incur the expenses  associated  with
preparing audited financial statements.


                                                                               8

<PAGE>



         The   Company's   purpose  is  to  seek,   investigate   and,  if  such
investigation warrants,  acquire an interest in business opportunities presented
to it by persons or firms who or which desire to seek the  perceived  advantages
of an Exchange  Act  registered  corporation.  The Company will not restrict its
search to any specific  business,  industry,  or  geographical  location and the
Company may  participate in a business  venture of virtually any kind or nature.
This  discussion  of the proposed  business is  purposefully  general and is not
meant to be  restrictive  of the  Company's  virtually  unlimited  discretion to
search  for  and  enter  into  potential  business   opportunities.   Management
anticipates  that it may be able to participate  in only one potential  business
venture because the Company has nominal assets and limited financial  resources.
See "PART  II,  Item 7 -  Financial  Statements."  This lack of  diversification
should be considered a substantial  risk to  shareholders of the Company because
it will not  permit the  Company to offset  potential  losses  from one  venture
against gains from another.

         The Company may seek a business  opportunity  with entities  which have
recently commenced  operations,  or which wish to utilize the public marketplace
in order to raise  additional  capital in order to expand  into new  products or
markets,  to develop a new product or service,  or for other corporate purposes.
The  Company may acquire  assets and  establish  wholly  owned  subsidiaries  in
various businesses or acquire existing businesses as subsidiaries.

         The Company anticipates that the selection of a business opportunity in
which to  participate  will be  complex  and  extremely  risky.  Due to  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 perceived benefits of a publicly registered corporation.  Such
perceived  benefits may include  facilitating  or  improving  the terms on which
additional  equity  financing may be sought,  providing  liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable statutes), for all shareholders and other factors.
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.

         The Company  has, and will  continue to have,  no capital with which to
provide the owners of business  opportunities with any significant cash or other
assets. However, management believes the Company will be able to offer owners of
acquisition  candidates  the  opportunity  to  acquire a  controlling  ownership
interest in a publicly  registered  company without  incurring the cost and time
required  to conduct  an initial  public  offering.  The owners of the  business
opportunities  will,  however,  incur  significant legal and accounting costs in
connection with acquisition of a business

                                                                               9

<PAGE>



opportunity,  including the costs of preparing  Form 8-K's,  10-K's or 10-KSB's,
agreements  and related  reports and documents.  The Securities  Exchange Act of
1934 (the "34  Act"),  specifically  requires  that any  merger  or  acquisition
candidate  comply with all  applicable  reporting  requirements,  which  include
providing  audited  financial  statements  to be  included  within the  numerous
filings  relevant to complying with the 34 Act.  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 business opportunity.

         The analysis of new business  opportunities  will be undertaken  by, or
under the  supervision  of, the officers and  directors of the Company,  none of
whom is a professional  business analyst.  Management  intends to concentrate on
identifying  preliminary prospective business opportunities which may be brought
to its attention  through  present  associations  of the Company's  officers and
directors, or by the Company's  shareholders.  In analyzing prospective business
opportunities, management will consider such matters as the available technical,
financial  and  managerial  resources;   working  capital  and  other  financial
requirements; history of operations, if any; prospects for the future; nature of
present and  expected  competition;  the quality and  experience  of  management
services which may be available and the depth of that management;  the potential
for further research, development, or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact the proposed  activities
of the Company; the potential for growth or expansion; the potential for profit;
the perceived public recognition of acceptance of products, services, or trades;
name identification;  and other relevant factors.  Officers and directors of the
Company  expect to meet  personally  with  management  and key  personnel of the
business opportunity as part of their investigation. To the extent possible, the
Company  intends  to utilize  written  reports  and  personal  investigation  to
evaluate  the above  factors.  The  Company  will not  acquire or merge with any
company for which  audited  financial  statements  cannot be  obtained  within a
reasonable period of time after closing of the proposed transaction.

         Management of the Company,  while not especially experienced in matters
relating to the new business of the  Company,  shall rely upon their own efforts
and, to a much lesser  extent,  the efforts of the  Company's  shareholders,  in
accomplishing the business  purposes of the Company.  It is not anticipated that
any  outside  consultants  or  advisors  will  be  utilized  by the  Company  to
effectuate its business purposes described herein.  However, if the Company does
retain such an outside consultant or advisor,  any cash fee earned by such party
will need to be paid by the prospective  merger/ acquisition  candidate,  as the
Company has no cash assets with which to pay such obligation. There have been no
contracts or agreements

                                                                              10

<PAGE>



with any outside consultants and none are anticipated in the future.

         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.

         It is anticipated  that the Company will incur nominal  expenses in the
implementation of its business plan described herein. Because the Company has no
capital with which to pay these anticipated expenses,  present management of the
Company will pay these charges with their personal funds, as interest free loans
to the Company. However, the only opportunity which management has to have these
loans  repaid  will be  from a  prospective  merger  or  acquisition  candidate.
Management has agreed among  themselves  that the repayment of any loans made on
behalf of the Company will not impede,  or be made conditional in any manner, to
consummation of a proposed transaction.

Acquisition of Opportunities

         In implementing a structure for a particular business acquisition,  the
Company  may become a party to a merger,  consolidation,  reorganization,  joint
venture,  or licensing agreement with another corporation or entity. It may also
acquire  stock or assets  of an  existing  business.  On the  consummation  of a
transaction,  it is probable that the present management and shareholders of the
Company will no longer be in control of the Company. In addition,  the Company's
directors may, as part of the terms of the acquisition  transaction,  resign and
be replaced by new directors without a vote of the Company's shareholders or may
sell their stock in the Company.  Any terms of sale of the shares presently held
by officers  and/or  directors of the Company will be also afforded to all other
shareholders  of the Company on similar terms and  conditions.  Any and all such
sales will only be made in  compliance  with the  securities  laws of the United
States and any applicable state.

         It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from  registration  under  applicable
federal  and  state  securities  laws.  In  some  circumstances,  however,  as a
negotiated element of its transaction,  the Company may agree to register all or
a part of

                                                                              11

<PAGE>



such securities immediately after the transaction is consummated or at specified
times  thereafter.  If  such  registration  occurs,  of  which  there  can be no
assurance,  it will be undertaken by the surviving  entity after the Company has
successfully  consummated a merger or  acquisition  and the Company is no longer
considered a "shell" company. The issuance of substantial  additional securities
and their  potential  sale into any  trading  market  which may  develop  in the
Company's  securities may have a depressive effect on the value of the Company's
securities in the future.

         While the actual terms of a  transaction  to which the Company may be a
party cannot be  predicted,  it may be expected that the parties to the business
transaction  will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free  treatment under the Code, it may be necessary for the owners of
the acquired  business to own 80% or more of the voting  stock of the  surviving
entity.  In such event, the shareholders of the Company,  would retain less than
20% of the issued and outstanding  shares of the surviving  entity,  which would
result in significant dilution in the equity of such shareholders.

         As part of the Company's  investigation,  officers and directors of the
Company will meet personally  with  management and key personnel,  may visit and
inspect  material  facilities,  obtain  independent  analysis of verification of
certain information provided,  check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial  resources and management  expertise.  The manner in which the
Company  participates  in an  opportunity  will  depend  on  the  nature  of the
opportunity,  the respective needs and desires of the Company and other parties,
the management of the opportunity and the relative  negotiation  strength of the
Company and such other management.

         With  respect to any merger or  acquisition,  negotiations  with target
company  management is expected to focus on the  percentage of the Company which
the target  company  shareholders  would  acquire in  exchange  for all of their
shareholdings  in the target company.  Depending upon,  among other things,  the
target company's assets and liabilities,  the Company's shareholders will in all
likelihood  hold a substantially  lesser  percentage  ownership  interest in the
Company  following any merger or  acquisition.  The percentage  ownership may be
subject to  significant  reduction  in the event the  Company  acquires a target
company  with  substantial  assets.  Any merger or  acquisition  effected by the
Company can be expected to have a significant  dilutive effect on the percentage
of shares held by the Company's then shareholders.

         The Company will  participate in a business  opportunity only after the
negotiation and execution of appropriate written

                                                                              12

<PAGE>



agreements. Although the terms of such agreements cannot be predicted, generally
such agreements will require some specific representations and warranties by all
of the parties thereto,  will specify certain events of default, will detail the
terms of  closing  and the  conditions  which must be  satisfied  by each of the
parties  prior to and after such  closing,  will  outline  the manner of bearing
costs,  including costs associated with the Company's attorneys and accountants,
will set forth remedies on default and will include miscellaneous other terms.

         As stated herein above,  the Company will not acquire or merge with any
entity which cannot provide  independent  audited financial  statements within a
reasonable period of time after closing of the proposed transaction. The Company
is subject to all of the reporting requirements included in the 34 Act. Included
in these requirements is the affirmative duty of the Company to file independent
audited  financial  statements  as part of its  Form  8-K to be  filed  with the
Securities and Exchange Commission upon consummation of a merger or acquisition,
as well as the Company's  audited  financial  statements  included in its annual
report  on Form 10-K (or  10-KSB,  as  applicable).  If such  audited  financial
statements are not available at closing, or within time parameters  necessary to
insure the Company's  compliance with the  requirements of the 34 Act, or if the
audited financial statements provided do not conform to the representations made
by the candidate to be acquired in the closing documents,  the closing documents
will provide that the proposed  transaction will be voidable,  at the discretion
of the present  management of the Company.  If such  transaction is voided,  the
agreement will also contain a provision  providing for the acquisition entity to
reimburse the Company for all costs associated with the proposed transaction.

Employees

         During  the  fiscal  year  ended June 30,  1999,  the  Company  had two
non-salaried employees,  its President and its Secretary. See "PART II, Item 9 -
Directors,  Executive Officers,  Promoters and Control Persons;  Compliance With
Section 16(a) of the Exchange
Act."

ITEM 2.  DESCRIPTION OF PROPERTY

         Facilities.  The Company  operates  from offices  located at 6 Venture,
Suite 207,  Irvine,  CA 92618.  This space is  provided to the Company on a rent
free  basis  by Bryan A.  Gianesin,  legal  counsel  to the  Company,  and it is
anticipated  that this  arrangement  will remain  until such time as the Company
successfully  consummates  a merger  or  acquisition.  See  "PART  II,  Item 7 -
Financial  Statements."  The  Company  reimburses  its  legal  counsel  for  any
out-of-pocket  costs  incurred  by him on  behalf of the  Company,  such as long
distance  telephone  toll  charges,  office  supplies  and small,  miscellaneous
expenses, provided that sufficient funds for the same

                                                                              13

<PAGE>



are available. As of the date of this report, the Company has no funds available
to reimburse any person for expenses. However, the Company's attorney has agreed
to  continue  to advance any  necessary  costs  until the  Company  successfully
consummates a merger or acquisition.

         Other Property.  The Company owns no other property.

ITEM 3.   LEGAL PROCEEDINGS

         There are no material legal  proceedings which are pending or have been
threatened  against the Company of which  management  is aware as of the date of
this report.

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

         There were no  meetings  of  shareholders  during the fiscal year ended
June 30, 1999. The Company's Board of Directors expects that a meeting will take
place before the end of 1999.

                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS

         (a) Market Information.  There is presently no trading market
for the common stock of the Company.

         (b) Holders. There are ten (10) holders of the Company's Common Stock.

         As of the date of this  report  all  500,000  shares  of the  Company's
Common  Stock  are  eligible  for sale  under  Rule 144  promulgated  under  the
Securities Act of 1933, as amended,  subject to certain limitations  included in
said Rule.  In general,  under Rule 144, a person (or persons  whose  shares are
aggregated),  who  has  satisfied  a one  year  holding  period,  under  certain
circumstances,  may sell within any three-month  period a number of shares which
does not exceed the greater of one percent of the then outstanding  Common Stock
or the average  weekly  trading  volume during the four calendar  weeks prior to
such sale.  Rule 144 also  permits,  under  certain  circumstances,  the sale of
shares without any quantity  limitation by a person who has satisfied a two year
holding period and who is not, and has not been for the preceding  three months,
an affiliate of the Company.

         (c) Dividends.

         (1) The Company has not paid any  dividends  on its Common  Stock.  The
Company  does not  foresee  that the  Company  will  have the  ability  to pay a
dividend  on its  Common  Stock in the  future  until  such time as the  Company
successfully consummates a merger or

                                                                              14

<PAGE>



acquisition, of which there can be no assurance. In addition, once such a merger
or  acquisition  is so  consummated,  there can be no assurance that the Company
will pay any dividends on its securities.

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

         The  following  discussion  should  be read  in  conjunction  with  the
Company's  audited  financial  statements and notes thereto included herein.  In
connection  with, and because it desires to take advantage of, the "safe harbor"
provisions of the Private Securities  Litigation Reform Act of 1995, the Company
cautions readers regarding  certain forward looking  statements in the following
discussion  and elsewhere in this report and in any other  statement made by, or
on the  behalf  of the  Company,  whether  or not in  future  filings  with  the
Securities and Exchange  Commission.  Forward looking  statements are statements
not  based on  historical  information  and which  relate to future  operations,
strategies, financial results or other developments.  Forward looking statements
are necessarily based upon estimates and assumptions that are inherently subject
to   significant   business,   economic  and   competitive   uncertainties   and
contingencies, many of which are beyond the Company's control and many of which,
with  respect  to future  business  decisions,  are  subject  to  change.  These
uncertainties and contingencies can affect actual results and could cause actual
results  to differ  materially  from  those  expressed  in any  forward  looking
statements  made by, or on behalf of, the  Company.  The Company  disclaims  any
obligation to update forward looking statements.

         (a) Plan of Operation.

         The  Company  intends to seek to acquire  assets or shares of an entity
actively engaged in business, in exchange for its securities.  As of the date of
this report,  management  of the Company has had  preliminary  discussions  with
potential merger or acquisition candidates, but there is no definitive agreement
between  the  Company and any third  party  relevant  thereto.  In the event the
Company  does  enter into an  agreement  with such a third  party,  the Board of
Directors does intend to obtain certain assurances of value of the target entity
assets prior to consummating such a transaction, with further assurances that an
audited financial statement would be provided within sixty days after closing of
such  a   transaction.   Closing   documents   relative   thereto  will  include
representations  that the  value  of the  assets  conveyed  to or  otherwise  so
transferred will not materially differ from the representations included in such
closing documents, or the transaction will be voidable.

         The  Company  has  no full time employees.  The Company's President and
Secretary have agreed to allocate a portion of their

                                                                              15

<PAGE>



time to the  activities of the Company,  without  compensation.  These  officers
anticipate  that the business  plan of the Company can be  implemented  by their
devoting approximately 20 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 officers.

         Because the Company  presently  has  nominal  overhead  and no material
financial  obligations,  management  of the Company  believes that the Company's
short term cash requirements can be satisfied by management  injecting  whatever
nominal  amounts of cash into the  Company to cover these  incidental  expenses.
There  are no  assurances  whatsoever  that  any  additional  cash  will be made
available to the Company through any means.

Year 2000 Disclosure

         Many existing  computer programs use only two digits to identify a year
in  the  date  field.   These  programs  were  designed  and  developed  without
considering the impact of the upcoming change in the century.  If not corrected,
many computer  applications  could fail or create erroneous results by or at the
Year 2000.  As a result,  many  companies  will be required to  undertake  major
projects  to address  the Year 2000  issue.  Because  the Company has no assets,
including any personal  property such as computers,  it is not anticipated  that
the  Company  will  incur any  negative  impact  as a result  of this  potential
problem.  However,  it is  possible  that  this  issue may have an impact on the
Company  after the Company  successfully  consummates  a merger or  acquisition.
Management intends to address this potential problem with any prospective merger
or acquisition candidate.  There can be no assurances that new management of the
Company  will be able to  avoid a  problem  in this  regard  after a  merger  or
acquisition is so consummated.

ITEM 7.  FINANCIAL STATEMENTS


                                                                              16

<PAGE>






                      GUIDELINE CAPITAL CORPORATION
                      (a Development Stage Company)

                        (A Delaware corporation)

















                          FINANCIAL STATEMENTS
                                  AND
                      INDEPENDENT AUDITOR'S REPORT

                For the Fiscal Years Ended June 30, 1999
                            and June 30, 1998
             and for the Period August 31, 1989 (inception)
                         through June 30, 1999
















                                                                              17

<PAGE>



                                  INDEX



                                                                            PAGE


Independent Auditor's Report                                                1

Balance Sheets                                                              2

Statements of Revenues and Expenses                                         3

Statements of Cash Flows                                                    4

Statements of Changes in Stockholders' Equity/(Deficit)                     5

Notes to Financial Statements                                               6











                                                                              18

<PAGE>



GARY A. CASE
CERTIFIED PUBLIC ACCOUNTANT
Brea Corporate Plaza
3230 E. Imperial Highway, Ste. 200
Brea, California 92821-6734                                             Member
Telephone: (714)986-1850                                 Calif Society of CPAS
Facsimile: (714)986-1855                    Licensed in California and Florida
------------------------------------------------------------------------------



INDEPENDENT AUDITOR'S REPORT
----------------------------

TO THE BOARD OF DIRECTORS
OF GUIDELINE CAPITAL CORPORATION

We have audited the accompanying balance sheets of GUIDELINE CAPITAL CORPORATION
(a Development Stage Company) as of June 30, 1999 and June 30, 1998, the related
statements of Revenues and Expenses,  Changes in Stockholders'  Equity/(Deficit)
and Cash Flows for the Fiscal Years ended June 30, 1999,  June 30, 1998, and the
period  August 31, 1989  (inception)  through  June 30,  1999.  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 the 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 the audit provides a reasonable basis for our opinion.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial statements,  the Company is in the development stage of operations and
has not  generated  revenues  from  operations.  Because  the  Company is in the
development  stage of operations,  substantial doubt is raised about its ability
to continue as a going concern.  The Company's  plans in regard to these matters
are also  described  in Note 1. The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of GUIDELINE CAPITAL  CORPORATION
as of June 30, 1999 and June 30, 1998 and the results of its  operations and its
cash flows for the Fiscal  Years ended June 30,  1999,  June 30,  1998,  and the
period  August 31, 1989  (inception)  through June 30, 1999 in  conformity  with
generally accepted accounting principals.




s/Gary A. Case
-------------------------------------
GARY A. CASE, CPA
Brea, California




                                           1

                                                                              19

<PAGE>


<TABLE>






                      GUIDELINE CAPITAL CORPORATION
                      (a Development Stage Company)

                        (A Delaware corporation)



                               BALANCE SHEETS

<CAPTION>
ASSETS:                                         June 30,   June 30,
                                                  1999       1998
                                                --------   --------
<S>                                             <C>        <C>
   Current Assets                               $      0   $      0

   Organization Costs (net of $500
      accumulated amortization)                        0          0
                                                --------   --------
   Total Assets                                 $      0          0
                                                ========   ========

LIABILITIES

   Current Liabilities
     Accounts Payable                           $    900   $    800
                                                --------   --------
    Total Current Liabilities                        900        800
                                                --------   --------
    Total Liabilities                                900        800

STOCKHOLDERS' EQUITY
    Common Stock - Par Value $.001 per shares;
      15,000,000 Shares Authorized
      500,000 Shares Issued and Outstanding          500        500
    Additional Paid-In Capital                        --         --
    Retained Deficit, accumulated in the
      development stage                         (  1,400)   ( 1,300)
                                                --------   --------
    Total Stockholders' Equity                  (    900)   (   800)
                                                --------   --------
    Total Liabilities and Stockholders' Equity  $      0   $      0
                                                ========   ========









             See accompanying notes and accountant's report.

</TABLE>

                                    2


                                                                              20

<PAGE>


<TABLE>








                      GUIDELINE CAPITAL CORPORATION
                      (a Development Stage Company)

                        (A Delaware corporation)


                   STATEMENT OF REVENUES AND EXPENSES




<CAPTION>
                                                        Period
                                                       8/31/89
                         Fiscal        Fiscal        (Inception)
                       Year Ended    Year Ended           to
                         6/30/99       6/30/98         6/30/99
                         -------       -------         -------
<S>                      <C>           <C>             <C>
REVENUE:

  Total Revenue          $     0       $     0         $     0
                         -------       -------         -------
EXPENSES:

  Amortization Cost            0             0             500
  Taxes and Licenses         100           100             900
                         -------       -------         -------
  Total Expenses             100           100           1,400
                         -------       -------         -------
Net Income/(Loss)        $ ( 100)      $ ( 100)        $(1,400)
                         =======       =======         =======

Net loss per share       $ .0002       $ .0002         $ .0028
                         =======       =======         =======



             See accompanying notes and accountant's report.

</TABLE>

                                    3





                                                                              21

<PAGE>

<TABLE>


                          GUIDELINE CAPITAL CORPORATION
                          (a Development Stage Company)

                            (A Delaware corporation)


                             STATEMENT OF CASH FLOWS


<CAPTION>
                                                                          Period
                                                                         8/31/89
                                           Fiscal        Fiscal        (Inception)
                                         Year Ended    Year Ended           to
                                           6/30/99       6/30/98         6/30/99
                                           -------       -------         -------
<S>                                        <C>           <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES

  Cash Received from Operating Activities  $     0       $     0         $     0
  Cash Paid for Operating Activities             0             0               0
                                           -------       -------         -------
Net Cash Used By Operating Activities            0             0               0
                                           -------       -------         -------
CASH FLOWS FROM INVESTING ACTIVITIES

Net Cash Used in Investing Activities            0             0            (500)
                                           -------       -------         -------
CASH FLOWS FROM FINANCING ACTIVITIES

Net Cash From Financing Activities               0             0             500
                                           -------       -------         -------
Net Decrease in Cash and Cash Equivalents        0             0               0

Cash and Cash Equivalents at
  Beginning of Period                            0             0               0
                                           -------       -------         -------
Cash and Cash Equivalents at End of Period $     0       $     0         $     0
                                           =======       =======         =======


Reconciliation of Net Profit to Net Cash
Provided by Operating Activities:

   Net Income/(Loss)                       $ ( 100)      $ ( 100)        $(1,400)
                                           -------       -------         -------
   Adjustments to Reconcile Net Income
   to Net Provided by Operating Activities:
   Amortization and Depreciation Expense         0             0             500
   Increase in Accounts Payable                100           100             900
                                           -------       -------         -------
          Total Adjustments                    100           100           1,400
                                           -------       -------         -------
NET CASH PROVIDED BY
  OPERATING ACTIVITIES                     $     0       $     0         $     0
                                           =======       =======         =======



                       See accompanying notes and accountant's report.

</TABLE>

                                            4

                                                                              22

<PAGE>

<TABLE>



                                   GUIDELINE CAPITAL CORPORATION
                                   (a Development Stage Company)

                                     (A Delaware corporation)


                     STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY/(DEFICIT)


<CAPTION>
                              Number of              Additional    Retained
                                Common     Common     Paid-In      Earnings
                                Shares      Stock     Capital      (Deficit)   Total
                               -------    --------   --------      --------   -------
<S>                            <C>        <C>        <C>           <C>        <C>
Balance as at August 31, 1989        -           -          -             -         -

Issuance of Common Stock       500,000    $    500          -             -    $  500
Net Income (Loss)
from August 31, 1989 (inception)
to June 30, 1991                     -           -          -          (283)     (283)
                               -------    --------   --------      --------    ------

Balance at June 30, 1999             0           0          0          (283)      217

Net Income (Loss)
from July 1, 1991
to June 30, 1996                     -           -          -          (817)     (817)
                               -------    --------   --------      --------    ------

Balance as at June 30, 1996    500,000         500          0        (1,100)     (600)

Net Income (Loss)                    -           -          -          (100)     (100)
                               -------    --------   --------      --------    ------

Balance at June 30, 1997       500,000         500          0        (1,200)     (700)

Net Income (Loss)                    -           -          -          (100)     (100)
                               -------    --------   --------      --------    ------

Balance at June 30, 1998       500,000         500          0        (1,300)     (800)

Net Income (Loss)                    -           -          -          (100)     (100)
                               -------    --------   --------      --------    ------

Balance as at June 30, 1999    500,000    $    500   $      0      $ (1,400)  $  (900)
                               =======    ========   ========      ========   =======









                 See accompanying notes and accountant's report.

</TABLE>
                                        5




                                                                              23

<PAGE>






                          GUIDELINE CAPITAL CORPORATION
                          (a Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                      as of June 30, 1999 and June 30, 1998



NOTE 1: SUMMARY SIGNIFICANT ACCOUNTING POLICIES
-----------------------------------------------

The Guideline Capital Corporation,  a Delaware Corporation,  was incorporated on
August 31,  1989.  The Company  intends to engage in one or more mergers with or
acquisitions of target entities which may be private companies, partnerships, or
sole proprietorship.

The  Company  is in the  development  stage,  not yet  commencing  it's  planned
principal operations. The Company has not yet generated any revenue. The Company
is  currently  negotiating  to merge or acquire  certain  target  entities  with
profitable operations or substantial capital.

Net loss per common  share is based on the  weighted  average  of common  shares
outstanding  during the period. As of June 30, 1999 and June 30, 1998 there were
500,000 outstanding shares of common stock.


NOTE 2: INCOME TAXES
--------------------

The Company has not filed  required  federal  income tax returns from  inception
through 1998.  Due to the late filing of these tax returns a minimum  penalty of
$900.00 has been accrued and included in accounts payable on the balance sheet.


NOTE 3: CAPITALIZATION
----------------------

Guideline Capital Corporation  initially authorized  15,000,000 shares of common
stock at a par value $.001 per share.

On August 31, 1989, Guideline Capital Corporation issued 500,000 shares of stock
at $.001 per share for $500.  These  shares have been issued to ten  individuals
based on the cash contributed.


NOTE 4: RELATED PARTY EVENTS
----------------------------

The Company  maintains its principal  offices in space provided by a shareholder
of the company on a rent free basis. The office is located 6 Venture, Suite 207,
Irvine, California.


NOTE 5: YEAR END DATE
---------------------

The Company's year end is June 30.


                                    6



                                                                              24

<PAGE>




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

         None.
                                    PART III

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

         Directors  are  elected  for one year  terms or until  the next  annual
meeting  of  shareholders  and  until  their  successors  are duly  elected  and
qualified.  Officers  continue  in  office  at  the  pleasure  of the  Board  of
Directors.

         The Directors and Officers of the Company as of the date of this report
are as follows:

         Name                        Age           Position
         ----                        ---           --------

         Adam Stull                  37       President, Director

         Libby Stull                 43       Secretary, Director

         George Unwin                53       Director

         All  Directors  of the Company  will hold office  until the next annual
meeting  of  the  shareholders  and  until  successors  have  been  elected  and
qualified.  Officers of the Company  are elected by the Board of  Directors  and
hold office until their death or until they resign or are removed from office.

         Adam Stull and Libby Stull are brother and sister. Otherwise, there are
no other family  relationships  among the officers  and  directors.  There is no
arrangement  or  understanding  between the Company (or any of its  directors or
officers)  and any other  person  pursuant  to which such person was or is to be
selected as a director or officer.

         (b) Resumes

     Adam Stull, President and a director. Mr. Stull has held his positions with
the Company since he was elected on December 15, 1997. From October 1997 through
the present,  Mr. Stull has been a partner of Goldberg  Burke & Stull,  LLP, now
Burke & Stull, Attorneys,  Los Angeles,  California,  engaged in the practice of
law, emphasizing  criminal law and general business matters.  Prior to that, Mr.
Stull was a partner in the firm of Stull & Stull,  Bakersfield,  California from
January 1994 to September 1997. From 1993 to 1994, Mr. Stull was an assistant at
Pacific Coast Chemicals, Berkeley, California. Mr. Stull received a Juris Doctor
degree from California Western School of Law, San Diego in 1988 and

                                                                              25

<PAGE>



a Bachelor of Arts degree from the  University of  California,  Santa Barbara in
1984.

     Libby Stull,  Secretary and Director.  Ms. Stull has held her position with
the Company  since she was elected on December 15, 1997.  From April 1999 to the
present, Ms. Stull has been an independent  contractor for legal services.  From
December 1997 to April 1999,  Ms. Stull was employed by Goldberg  Burke & Stull,
LLP, Attorneys, Irvine, California,  engaged in the practice of law, emphasizing
civil  litigation and general business  matters.  Prior to that, Ms. Stull was a
partner in the firm of Stull & Stull, Bakersfield, California from 1994 to 1997.
Ms. Stull was engaged in a general law practice as a sole practitioner from 1990
to 1993. Ms. Stull received a Juris Doctor degree from Hastings  College of Law,
San  Francisco,  California  in 1981 and a Bachelor of Arts,  Political  Science
degree from UCLA in 1978.

     George  Unwin,  Director.  Mr. Unwin has held his position with the Company
since he was elected on December  15,  1997.  Since 1993,  Mr.  Unwin has been a
self-employed,  free-lance  writer of  advertising  and  marketing  materials in
Southern  California.  He creates advertising and marketing materials for a host
of private clients and has written advertising copy for numerous local newspaper
and magazine publishers.

         Section  16(a) of the  Securities  Exchange  Act of 1934  requires  the
Company's officers,  directors and person who own more than 10% of the Company's
Common  Stock to file reports of  ownership  and changes in  ownership  with the
Securities and Exchange Commission. All of the aforesaid persons are required by
SEC  regulation  to furnish the Company  with copies of all Section  16(a) forms
they file. As of the date of this report,  the Company has not received any such
filings  from the  applicable  persons  responsible  for filing  these  reports.
However,  it is  believed  that  there  has been no  change  in each  applicable
persons' ownership of the Company's securities since they acquired the same.

ITEM 10.  EXECUTIVE COMPENSATION.

Remuneration

         The following table reflects all forms of compensation  for services to
the  Company  for the fiscal  years  ended  June 30,  1999 and 1998 of the chief
executive officer of the Company.


                                                                              26

<PAGE>


<TABLE>

                           SUMMARY COMPENSATION TABLE


                                             Long Term Compensation
                                          ----------------------------

                   Annual Compensation          Awards         Payouts
                  ---------------------   -------------------- -------
                                                    Securities
                                 Other                 Under-             All
Name                             Annual   Restricted   lying             Other
and                              Compen-    Stock     Options/   LTIP    Compen-
Principal         Salary  Bonus  sation    Award(s)     SARs   Payouts   sation
Position    Year   ($)     ($)    ($)        ($)        (#)      ($)      ($)
----------  ----  ------  -----  ------    --------   -------   -------  ------
<S>         <C>   <C>     <C>    <C>       <C>        <C>       <C>      <C>
Adam Stull,
President & 1999  $    0  $   0  $    0    $      0         0   $     0  $    0
Director    1998  $    0  $   0  $    0    $      0         0   $     0  $    0
-------------------------
<F1>
(1)      It is not  anticipated  that any executive  officer of the Company will
         receive compensation  exceeding $100,000 until such time as the Company
         successfully consummates a business combination.
</TABLE>

         The Company maintains a policy whereby the directors of the Company may
be  compensated  for  out of  pocket  expenses  incurred  by each of them in the
performance of their relevant duties. The Company did not reimburse any director
for such expenses during the fiscal year ended June 30, 1999.

         In  addition  to the cash  compensation  set forth  above,  the Company
reimburses each executive officer for expenses incurred on behalf of the Company
on an out-of-pocket basis. The Company cannot determine,  without undue expense,
the exact amount of such expense reimbursement. However, such reimbursements did
not exceed, in the aggregate, $1,000 during fiscal year 1999.

         There  are no bonus or  incentive  plans in  effect,  nor are there any
understandings  in place  concerning  additional  compensation  to the Company's
officers.

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

     (a) and (b) Security Ownership of Certain Beneficial Owners and Management.

         The table below lists the beneficial  ownership of the Company's voting
securities  by each person  known by the Company to be the  beneficial  owner of
more than 5% of such securities, as well

                                                                              27

<PAGE>



as by all directors and officers of the Company. Unless otherwise indicated, the
shareholders listed possess sole voting and investment power with respect to the
shares shown.

                    Name and          Amount and
                   Address of          Nature of
                   Beneficial         Beneficial       Percent of
Title of Class       Owner              Owner             Class
-----------------------------------------------------------------

Common        Adam Stull(1)               125,000            25%
              6 Venture, Ste. 207
              Irvine, CA 92618

Common        Libby Stull(1)              100,000            20%
              6 Venture, Ste. 207
              Irvine, CA 92618

Common        George Unwin(1)             100,000            20%
              23721 Arjay Way
              Laguna Niguel, CA 92618

Common        All Officers and            325,000           65%
              Directors as a
              Group (3 persons)

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         There were no related party transactions which occurred during the past
two years and which are  required to be disclosed  pursuant to the  requirements
included under Item 404 of Regulation S-B.

                                     PART IV

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

(a)   Exhibits

         The  following  Exhibits  were filed with the  Securities  and Exchange
Commission in the Exhibits to Form 10-SB,  filed on or about August 6, 1998, and
are incorporated by reference herein:

         3.1  Certificate and/or Articles of Incorporation

         3.2  Bylaws


(b)      Reports on Form 8-K

         The Company did not file any reports on Form 8-K during the fiscal year
ended June 30, 1999.

                                                                              28

<PAGE>



                                   SIGNATURES

         In accordance  with Section 13 or 15(d) of the Securities  Exchange Act
of 1934,  the  Company  caused  this  report to be  signed on its  behalf by the
undersigned, thereunto duly authorized, on August 31, 1999.

                                        GUIDELINE CAPITAL CORPORATION
                                        (Registrant)


                                        By:/s/ Adam Stull
                                           -----------------------------------
                                           Adam Stull, President

         In accordance  with the Exchange Act, this report has been signed below
by the  following  persons  on behalf of the  Registrant  and in the  capacities
indicated on August 31, 1999.



/s/ Adam Stull
--------------------------------
Adam Stull, Director


/s/ Libby Stull
--------------------------------
Libby Stull, Director


/s/ George Unwin
--------------------------------
George Unwin, Director

                                                                              29

<PAGE>


                          GUIDELINE CAPITAL CORPORATION

                  EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-KSB
                     FOR THE FISCAL YEAR ENDED JUNE 30, 1999

EXHIBITS                                                                Page No.

  27      Financial Data Schedule.............................................31




                                                                              30