U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-QSB
Quarterly Report Under
the Securities Exchange Act of 1934
For Quarter Ended: December 31, 1998
Commission File Number: 0-24755
GUIDELINE CAPITAL CORPORATION
(Exact name of small business issuer as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
33-0379106
(IRS Employer Identification No.)
6 Venture, Suite 207
Irvine, California
(Address of principal executive offices)
92618
(Zip Code)
(949) 453-9262
(Issuer's Telephone Number)
(Former name, former address and former fiscal year,
if changed last report)
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 past 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days:
Yes X No .
--- ---
The number of shares of the registrant's only class of common
stock issued and outstanding, as of December 31, 1998, was
500,000 shares.
1
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS.
The unaudited financial statements for the six month
period ended December 31, 1998, are attached hereto.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction
with the Financial Statements and notes thereto included herein.
The Company generated no revenues during the six month
period ending December 31, 1998. Management anticipates that the
Company will not generate any significant revenues until the
Company accomplishes its business objective of merging with a
nonaffiliated entity or acquiring assets from the same.
The Company's securities are currently not liquid.
There are no market makers in the Company's securities and it is
not anticipated that any market will develop in the company's
securities until such time as the company successfully implements
its business plans.
Because the Company is not required to pay rent or
salaries to any of its officers or directors, Management believes
that the Company has sufficient funds to continue operations
through the foreseeable future.
Forward Looking Statements
This report contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") concerning the Company's operations,
economic performance and financial conditions, including, in
particular, the likelihood of the Company's ability to acquire
another existing business or assets. These statements are based
upon a number of assumptions and estimates which are inherently
subject to significant uncertainties and contingencies, many of
which are beyond the control of the Company and reflect future
business decisions which are subject to change. Some of these
assumptions inevitably will not materialize and unanticipated
events will occur which will affect the Company's results.
Consequently, actual results will vary from the statements
contained herein and such variance may be material. Prospective
investors should not place undue reliance on this information.
2
<PAGE>
Year 2000 Disclosure
Many existing computer programs use only two digits to
identify a year in the dare 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 nominal assets, including no 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.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS - NONE
ITEM 2. CHANGES IN SECURITIES - NONE
ITEM 3. DEFAULTS 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 ON FORM 8-K -
(a) Exhibits
EX-27 Financial Data Schedule
(b) Reports on Form 8-K - NONE
3
<PAGE>
<TABLE>
GUIDELINE CAPITAL CORPORATION
(A Development Stage Company)
(A Delaware corporation)
BALANCE SHEET
<CAPTION>
Unaudited
December 31, Audited
1998 June 30, 1998
------------- --------------
<S> <C> <C>
ASSETS:
Current Assets $ 0 $ 0
Organization Costs (net of
$500 accumulated
amortization) 0 0
------------- --------------
Total Assets $ 0 $ 0
============= ==============
LIABILITIES
Current Liabilities
Accounts Payable $ 800 $ 800
------------- --------------
Total Current Liabilities 800 800
------------- --------------
Total Liabilities $ 800 $ 800
STOCKHOLDERS' EQUITY
Common Stock - Par Value
$.001 per share;
15,000,000 Shares Authorized
500,000 Shares Issued and
Outstanding 500 500
Additional Paid-In Capital 0 0
Retained Deficit, accumulated
in the development stage (1,300) (1,300)
------------- --------------
Total Stockholders' Equity (800) (800)
Total Liabilities and
Stockholders' Equity $ 0 $ 0
============= ==============
</TABLE>
4
<PAGE>
<TABLE>
GUIDELINE CAPITAL CORPORATION
(A Development Stage Company)
(A Delaware corporation)
STATEMENT OF REVENUES AND EXPENSES
<CAPTION>
For the For the Period
Six Six 8/31/89
Months Months (Inception)
Ended Ended to
12/31/98 12/31/97 12/31/98
-------- -------- --------
<S> <C> <C> <C>
REVENUE:
Revenue $ 0 $ 0 $ 0
EXPENSES:
Amortization Cost 0 0 500
Taxes and Licenses 0 100 800
-------- -------- --------
Total Expenses 0 100 1,300
Net Income/(Loss) $ 0 $ (100) $ (1,300)
======== ======== ========
Net loss per share $ .0000 $ .0002 $ .0026
======== ======== ========
</TABLE>
5
<PAGE>
<TABLE>
GUIDELINE CAPITAL CORPORATION
(a Development Stage Company)
(A Delaware corporation)
STATEMENT OF CASH FLOWS
<CAPTION>
Period
For the For the 8/31/89
Six Months Six Months (Inception)
Ended Ended to
12/31/98 12/31/97 12/31/98
________ ________ ________
<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) $ 0 $ (100) $ (1,300)
Adjustments to Reconcile Net Income
to Net Provided by Operating Activities:
Amortization and Depreciation Expense 0 0 500
Increase in Accounts Payable 0 100 800
Total Adjustments 0 100 1,300
-------- -------- --------
NET CASH PROVIDED BY
OPERATING ACTIVITIES $ 0 $ 0 $ 0
======== ======== =========
</TABLE>
6
<PAGE>
GUIDELINE CAPITAL CORPORATION
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1.
- -------
The Company initially authorized 15,000,000 shares of $.001 par
value common stock. In August 1989, the Company issued 500,000
shares of common stock valued at $500 for cash.
In the opinion of management, all adjustments, consisting only of
normal recurring adjustments necessary for a fair statement of
(a) the results of operations for the six month periods ended
December 31, 1998 and 1997, and for the periods from inception at
August 31, 1989 to December 31, 1998, (b) financial position at
December 31, 1998 and June 30, 1998, and (c) the cash flows for
the six months ended December 31, 1998 and 1997 and for the
period from inception, August 31, 1989 to December 31, 1998, have
been made.
NOTE 2.
- ------
The results for the six month period ended December 31, 1998, are
not necessarily indicative of the results for the entire fiscal
year ended June 30, 1999.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the
Securities and Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
GUIDELINE CAPITAL CORPORATION
(Registrant)
Dated: February 4, 1999
By: s/Adam Stull
--------------------------------
Adam Stull, President
8
<PAGE>
GUIDELINE CAPITAL CORPORATION
Exhibit Index to Quarterly Report on Form 10-QSB
For the Quarter Ended December 31, 1998
EXHIBITS Page No.
EX-27 Financial Data Schedule . . . . . . . . . . . 10
9
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 1998, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> DEC-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 800
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> (1,300)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
