SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~June~~July 2324, 2003 ~~Date of Report (Date of earliest event reported)~~

Date of Report (Date of earliest event reported)

Commission File Number 000-32127

GUIDELINE CAPITAL, INC. (Exact name of small business issuer as specified in its charter)

Nevada
(State or other jurisdiction of
incorporation or organization)

86-1004672
(IRS Employer Identification No.)

1607 N.E. 41st Avenue
Portland, Oregon 97232
(Address of principal executive offices)

(888) 466-5731
(Issuer's telephone number)

Item 12. ~~Change~~ inAcquisition ~~Control~~or Disposition of ~~Registrant~~Assets.

~~Pursuant~~On toJuly ~~the~~24, ~~terms~~2003, of the ~~Agreement~~Registrant ~~described~~entered ininto ~~Item~~an 2agreement ofwith ~~this~~The ~~Report~~Arches Group, ~~Mona~~Inc. ~~Qamar~~pursuant ~~has~~to ~~acquired~~which 4the Registrant acquired 18,~~300~~000,000 shares being 100% of the ~~Registrant's~~issued ~~common~~and ~~stock~~outstanding ~~which~~shares ~~constitutes~~of ~~approximately~~The ~~20%~~Arches Group, Inc. and all of ~~the~~its ~~Registrant's~~rights ~~issued~~in any agreements with Dr. Marius Paul, Anna Paul and ~~outstanding~~Energy ~~common~~Supreme, ~~stock~~LLC. ~~The~~and ~~shares~~Mar-Paul, ~~were~~Inc. ~~issued~~in ~~directly~~exchange tofor ~~Mona~~18,000,000 ~~Qamar~~shares byof Guideline Capital, Inc and the ~~Registrant~~payment of Ten Million dollars cash, due upon Guideline Capital, Inc. entering into a second licensing agreement with Mar-Paul, Inc

~~Item~~The ~~2. Acquisition~~Arches orGroup, ~~Disposition~~Inc is a private Oregon corporation which acquired 49% of ~~Assets~~Mar-Paul, Inc. and has negotiated certain rights with respect to marketing electric energy produced using proprietary technologies controlled by Dr. Marius Paul, Anna Paul, Energy Supreme, LLC and Mar-Paul, Inc. Attached as exhibits to this Report are the agreements referred to herein.

OnGuideline ~~June 23~~Capital, ~~2003, the Registrant entered into an agreement with On Guard Systems,~~ Inc. By:/s/ ~~pursuant~~Ernest ~~to which the Registrant acquired 100% of the issued and outstanding common stock of On Guard Systems, Inc~~J. InWesson Ernest ~~exchange for the shares of On Guard Systems, the Registrant issued 11,000,000 shares of its common stock and is required to pay to On Guard Systems, Inc~~J. ~~the sum of $100~~Wesson,~~000~~ ~~on or before July 23, 2003.~~ President

OnDated: August ~~Guard Systems~~7, Inc is a privately held company which is in the business of providing state-of-the-art commercial and industrial security systems. On Guard Systems, Inc. will be transferring to the Registrant its interest in the ECSI security equipment developed by Electronic Controls Systems, Inc of New Jersey. Attached as exhibits to this Report are the agreements referred to herein.2003

Item 6. Resignation of Registrant's Directors.

Effective June 20, 2003, Thomas Platfoot resigned as President and the sole director of the Registrant. Ernest J. Wesson, William T. Wickett and John Brownlee-Baker have been elected to the Board of Directors. Mr. Wesson will serve as the Registrant's President, Mr. Wickett will serve as Treasurer and John Brownlee-Baker will serve as Secretary.

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 hereunto duly authorized.

Guideline Capital, Inc.

Dated: July 16, 2003

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