SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] Quarterly Report under Section 13 or 15(d)
of the Securities Exchange Act of 1934
Guideline Capital, Inc.
(Exact name of registrant as it appears in its charter)
000-32127
(Commission File Number)
NEVADA 86-1004672
(State or jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
2100 N.E. 155th Street, Vancouver, Washington 98686
(Address of Principal Executive Office)
(360) 798-1619
Registrant's telephone number, including area code
Securities registered pursuant to Section 12 (b) of the Act:
None
Securities registered pursuant to Section 12 (b) of the Act:
Class A Common Stock $0.001 Par Value
Indicate by check mark whether the registrant (1) has filed all
reports to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or such
shorter period that the registrant was required to file such
reports) and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
At the end of the quarter ending June 30, 2002 there were
10,250,000 issued and outstanding shares of the registrants
common stock.
There is no active market for the registrant's securities.
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PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Guideline Capital, Inc.
(A Development Stage Company)
BALANCE SHEET
<Table>
June 30, 2002 Dec. 31, 2001
-------------- -------------
ASSETS
- ------
<s> <c> <c>
Current assets $ - $ -
--------- ----------
Total current assets - -
--------- ----------
$ - $ -
========= ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
- ------------------------------------
Current Liabilities $ - $ -
--------- ----------
Total current liabilities - -
STOCKHOLDER'S EQUITY (deficit):
Common stock, $0.001 par value;
50,000,000 shares authorized,
10,250,000 shares issued and
outstanding 10,250 10,250
Additional paid-in capital 42,600 42,600
Deficit accumulated during the
development stage (52,850) (52,850)
--------- --------
Total stockholder's equity - -
--------- --------
$ - $ -
========= ========
</Table>
See accompanying notes.
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Guideline Capital, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
<Table>
Cumulative
activity during
development stage
Three Months ended Six Months ended August 17, 2000
June 30 June 30 (inception) through
2002 2001 2002 2001 June 30, 2002
------------------ ---------------- -------------------
<s> <c> <c> <c> <c> <c>
Operating expenses $ - $ 41,550 $ - $ 42,050 $ 52,850
--------- --------- --------- ---------- --------
Net income (loss) taxes - (41,550) - (42,050) (52,850)
Provision for income taxes - - - - -
--------- --------- --------- ---------- ---------
Net income (loss) $ - $(41,550) $ - $ (42,050) $(52,850)
========== ========= ======== ========== =========
Net income (loss) loss per share $ - $ (.004) $ - $ (.004) $ (.005)
========== ========= ======== ========== =========
</Table>
See accompanying notes.
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Guideline Capital, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<Table>
Cumulative
activity during
development stage
Three Months ended Six Months ended August 17, 2000
June 30 June 30 (inception) through
2002 2001 2002 2001 June 30, 2002
------------------ ---------------- -------------------
<s> <c> <c> <c> <c> <c>
Cash flows from operating
activities:
Net loss $ - $ (41,550) $ - $ (42,050) $ (52,850)
Adjustment to reconcile net
loss to net cash provided
by operating activities:
Shares issued in
exchange for services - 41,250 - 41,250 51,250
Expenses paid by stockholder - 300 0 800 1,600
---------- --------- ---------- --------- ----------
Net change in cash $ - $ - $ - $ - $ -
========== ======== ========== ========= ==========
Supplemental schedule of
noncash financing activities -
exchange for services $ - $ 41,250 $ - $ 41,250 $ 51,250
========== ========= ========== ========= ==========
</Table>
See accompanying notes.
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GUIDELINE CAPITAL, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
June 30, 2002
1. Summary of Significant Accounting Policies
Company: Guideline Capital, Inc. (the "Company"), was incorporated under
the laws of the State of Nevada on August 17, 2000. The Company is
currently involved with seeking a company or companies that it can acquire
of with whom it can merge.
Development stage enterprise: Since inception, the Company has not commenced
any formal business operations. The Company is considered to be in the
development stage and therefore has adopted the accounting and reporting
standards of Statement of Financial Accounting Standards No. 7, "Accounting
and Reporting by Development Stage Enterprises".
Interim reporting: The Company's year-end for accounting and tax purposes
is December 31. The accompanying unaudited interim financial statements have
been prepared by the Company, in accordance with U.S. generally accepted
accounting principles pursuant to Regulation S-B of the U.S. Securities
and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
U.S. generally accepted accounting principles have been condensed or
omitted. Accordingly, these interim financial statements should be read
in conjunction with the Company's financial statements and related
notes as contained in U.S. Securities and Exchange Commission Form 10-KSB for
the year ended December 31, 2001. In the opinion of Management, the
accompanying financial statements as of June 30, 2002 and for the three
and six months ended June 30, 2002 and 2001 contain all adjustments,
consisting of only normal recurring adjustments, except as noted elsewhere
in the notes to the financial statements, necessary to present fairly its
financial position, results of its operations and cash flows. The results
of operations for the three and six months ended June 30, 2002 and 2001
are not necessarily indicative of the results to be expected for the full year.
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 revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
Income taxes: The Company accounts for income taxes under Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes"
("SFAS 109"). Under SFAS 109, income taxes are provided on the liability
method whereby deferred tax assets and liabilities are recognized for the
expected tax consequences of temporary differences between the tax bases
and reported amounts of assets and liabilities. Deferred tax assets
and liabilities are computed using enacted tax rates expected to apply to
taxable income in the periods in which temporary differences are expected to
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1. Summary of Significant Accounting Policies (continued)
Income taxes (continued): be recovered or settled. The effect on deferred
tax assets and liabilities from a change in tax rates is recognized in income
in he period that includes the enactment date. The Company provides a
valuation allowance for certain deferred tax assets, if it is more likely than
not that the Company will not realize tax assets through future operations.
Net income (loss) per share: Net income (loss) per share is computed by
dividing net income (loss) by the weighted average number of shares
outstanding during the period. The weighted average number of shares
outstanding was 10,250,000 for the three and six months ended
June 30, 2002; 10,230,337 for the three months ended June 30, 2001; 10,116,022
for the six months ended June 30, 2001; and 10,164,348 for the cumulative
period from August 17, 2000 (inception) through June 30, 2002.
2. Income taxes
Deferred income taxes consisted of the following:
June 30, December 31,
2002 2001
Deferred tax asset:
Net operating loss carryovers $ 15,200 $ 14,700
Organizational costs 2,800 3,300
18,000 18,000
Valuation allowance 18,000) (18,000)
Net deferred income taxes $ - $ -
As a result of the Company's continued losses and uncertainties surrounding
the realization of the net operating loss carryforwards and recovery
of organization costs, management has determined that the realization of
deferred tax assets is uncertain. Accordingly, a valuation allowance equal
to the net deferred tax asset amount has been recorded as of June 30, 2002
and 2001.
<Page>
3. Income taxes (continued)
Reconciliation of income taxes computed at the Federal statutory rate of 34% to
the provision for income taxes is as follows:
Cumulative
activity during
development
stage August
17, 2000
Three months ended Six months ended (inception)
June 30 June 30 through
2002 2001 2002 2001 June 30, 2002
Tax at statutory rates $ - $ (100) $ - $ (14,300) $ (18,000)
Change in deferred tax
valuation allowance - 100 - 14,300 18,000
Provision for income taxes $ - $ - $ - $ - $ -
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION.
Results of Operations
The Company has had no operations during this quarter.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities
None
Item 3. Default Upon Senior Securities
None
Item 4. Submission of matters To a Vote of Security Holders
None
Item 5. Other Information.
None.
Item 6. Exhibits and Reports.
Accounting firm of Merdinger, Fruchter, Rosen and Corso, PC was replaced
by Timothy L. Speers, Certified Public Accountant, LLC as filed by Form 8K
on August 19, 2002, accession number 0001117768-02-000024.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: September 9, 2002 Guideline Capital, Inc.
By: /s/ Thomas R. Platfoot
Thomas R. Platfoot, President
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