<PAGE>1
<PAGE>2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the Quarter ended September 30, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period to
---------- ----------
Commission file number - 333-63015
Makepeace Capital Corp.
Exact name of Registrant as specified in its charter)
Texas 84-1472120
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification
Number)
1660 South Albion Street, #723, Denver, Colorado 80222
(Address of principal executive offices) (Zip Code)
303-753-6512
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and Exchange
Act of 1934 during the preceding twelve months (or such shorter period that
the Registrant was required to file such reports), and (2) has been subject
to file such filing requirements for the past thirty days.
Yes x No
------ ------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report:
3,575,000 Shares of Common Stock ($.001 par value)
(Title of Class)
Transitional Small Business Disclosure Format (check one):
Yes No x
------- -------
<PAGE>3
Makepeace Capital Corp.
PART I: Financial Information
ITEM 1 - Financial statements
ITEM 2 - Management's' discussion and analysis of
financial condition and results of operations
PART II: Other Information
ITEM 6 - Exhibits and Reports on Form 8-K
<PAGE>4
PART I
Item 1. Financial Statements:
Makepeace Capital Corp.
Balance Sheets
<TABLE>
<CAPTION>
September 30, 1999
ASSETS (Unaudited)
<S> <C>
Current assets:
Cash $ 74,697
Accounts receivable, officer 20,834
Accounts receivable, related party 600
----------------
Total current assets 96,131
Property and equipment, at cost, net of
accumulated depreciation of $2,975 3,896
Deferred offering costs 5,370
Deposits 5,600
Organization costs, net of amortization of $642 1,021
----------------
$112,018
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 4,028
Accounts payable 1,961
Loan payable - related party 71,294
----------------
Total current liabilities 77,283
Stockholders' equity:
Preferred stock, $.001 par value
20,000,000 shares authorized -
Common stock, $.001 par value,
100,000,000 shares authorized,
10,000 and 3,575,000 shares
issued and outstanding, respectively 3,575
Additional paid in capital 127,425
Subscriptions to common stock 190,000
Accumulated deficit (286,265)
----------------
34,735
----------------
$112,018
</TABLE>
See accompanying notes to financial statements.
<PAGE>5
Makepeace Capital Corp.
Statements of Operations
<TABLE>
<CAPTION>
Three Months Ended
September 30, September 30,
1999 1998
(Unaudited) (Unaudited)
<S> <C> <C>
Sales $ - $ 38,134
Cost of sales - 35,597
----------- ------------
Gross profit
Other costs and expenses:
General and administrative 35,770 36,045
----------- ------------
(Loss) from operations (35,770) (33,508)
Other income and (expense):
Interest income 2 335
Interest expense - (397)
----------- ------------
(Loss) before income taxes (35,768) (33,570)
Provision for income taxes - -
----------- ------------
Net (loss) $ (35,768) $ (33,570)
Per share data
Basic and diluted loss per share $ - $ -
Weighted average shares outstanding 3,575,000 3,531,667
</TABLE>
See accompanying notes to financial statements.
<PAGE>6
Makepeace Capital Corp.
Statements of Cash Flows
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
September 30, September 30,
1999 1998
(Unaudited) (Unaudited)
<S> <C> <C>
Net income (loss) $ (35,768) $ (33,570)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 409 1,104
Changes in assets and liabilities:
(Decrease) increase in other assets - (513)
Increase (decrease) in accounts payable 1 -
----------- ---------
Total adjustments 410 591
----------- ---------
Net cash (used in)
operating activities (35,358) (32,979)
Cash flows from investing activities:
Repayment of loan to related party 36,634 -
Loan to related party (20,834) -
----------- ---------
Net cash (used in) investing activities 15,800 -
Cash flows from financing activities:
Repayment of long-term debt - (552)
Proceeds from the sale of common stock - 15,000
Proceeds from common stock stock subscriptions 79,500
Increase in deferred offering costs - (5,370)
Repayment of related party loans (29,650) -
Repayment of notes payable - (9,315)
Advances from related party - 2,950
----------- ---------
Net cash provided by
financing activities 49,850 2,713
----------- ---------
Increase (decrease) in cash 30,292 (30,266) (3
Cash and cash equivalents,
beginning of period 44,405 57,220
----------- ---------
Cash and cash equivalents,
end of period $ 74,697 $ 26,954 2
</TABLE>
See accompanying notes to financial statements.
<PAGE>7
Makepeace Capital Corp.
Notes to Financial Statements
Basis of presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions incorporated in
Regulation 10-SB of the Securities and Exchange Commission.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring adjustments and accruals) considered
necessary for a fair presentation have been included.
The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year. The
accompanying financial statements should be read in conjunction with
the Company's financial statements for the three months ended September
30, 1999.
Basic loss per share was computed using the weighted average number of
common shares outstanding.
During the three months ended September 30, 1999, the Company received
gross proceeds of $79,500 from the continued sale of common stock at an
offering price of $5 per share. To date, the shares have not been
issued to the subscribers.
During the three months ended September 30, 1999, $36,634 of advances
to a related party were repaid and the Company made $20,834 of advances
to its president.
<PAGE>8
Makepeace Capital Corp.
PART I (cont.)
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations:
Trends and Uncertainties. Demand for the Company's services will be
dependent on, among other things, general economic conditions which are
cyclical in nature. Inasmuch as a major portion of the Company's
activities is the sale and construction of home improvement contracts
and the generation of commercial contracts for which the Company
derives percentage overrides from wholesale warehouse material
suppliers, the Company's business operations may be adversely affected
by the Company's competitors and prolonged recessionary periods.
In addition, the outcome of the Company's current public offering for
$3,750,000 is uncertain. During the three months ended September 30,
1999, the Company has received gross proceeds from the offering of
$79,500. The lack of sales of that offering would negatively impact
the Company's ability to successfully continue operations.
Capital and Source of Liquidity. The Company currently has no material
commitments for capital expenditures. The Company intends to use a
majority of the proceeds of its current public offering for working
capital and to expand operations. If the offering is not successful,
the Company's cash flow will be negatively affected if the expenditures
are attempted.
The Company expects that the net proceeds from its recent Rule 504
offering, the current public offering and the cash flow from future
operations, if any, will be sufficient to allow the Company to meet the
expected growth in demand for its products and services. However,
there can be no assurance that sufficient capital will be raised or
that future product sales will meet the Company's growth expectations.
Should either of these fail to occur, the Company may elect to (i)
reduce the planned expansion of operations or (ii) pursue other
financing alternatives such as a rights offering, warrant exercise or
borrowings. Implementation of either of the foregoing options could
delay or diminish the Company's planned growth and adversely affect its
profitability.
For the three months ended September 30, 1999, the Company received
$36,634 of a loan to related party and made a loan of $20,834 to an
officer. As a result, the Company had net cash provided by investing
activities of $15,800 for the three months ended September 30, 1999.
The Company did not have any investing activities for the three months
ended September 30, 1998.
For the three months ended September 30, 1999, the Company received
proceeds from common stock subscriptions of $79,500 and repaid $29,650
of related party loans. As a result, the Company net cash provided by
financing activities of $49,850 for the three months ended September
30, 1999.
For the three months ended September 30, 1998, the Company repaid $552
of long-term debt, received proceeds from the sale of common stock of
$15,000. Additionally, the Company had an increase in deferred
offering costs of $5,370, repaid notes payable of $9,315 and received
advances from a related party of $2,950. As a result, the Company had
net cash provided by financing activities of $2,713 for the three
months ended September 30, 1998.
Management is of the opinion that its current working capital and
anticipated funds from operations are sufficient to meet its cash
requirements for moderate growth in the year ahead. However, in order
to achieve the Company's plans for growth, additional capital is
required.
On a long term basis, liquidity is dependent on increased revenues from
operations, additional infusions of capital and debt financing. The
Company believes that additional capital and debt financing in the
short term will allow the Company to commence its marketing and sales
<PAGE>9
efforts and thereafter result in revenue and greater liquidity in the
long term. However, there can be no assurance that the Company will be
able to obtain additional equity or debt financing in the future, if at
all.
Results of Operations. For the three months ended September 30,
1999, the Company had revenues from sales of $0.00 and cost of sales of
$0.00. For the three months ended September 30, 1999, the Company
had a net loss of $(35,770). General and administrative expenses were
$35,770 for the three months ended September 30, 1999, which consisted
primarily of profession fees of $6,500, office expense of $19,138, rent
of $4,621 , depreciation of $322, travel of $2,000 and other expenses
of $3,189.
For the three months ended September 30, 1998, the Company revenues
from sales of $38,134. The cost of goods sold for that same period
was $35,597. For the three months ended September 30, 1998, the
Company had a net loss of $(33,508). General and administrative
expenses were $36,045 for the three months ended September 30, 1998,
which consisted primarily of professional fees of $14,340, office
expense of $8,692, rent of $2,986, depreciation of $1,104, travel of
$4,935 and other expenses of $3,988.
Plan of Operation. The Company, over the next twelve months intends
to operate as a specialty contractor in the management of the
construction of commercial properties and retail home improvement
contracts for eventual sale to permanent financing. The Company does
not anticipate the need for further funds should the Company raise a
minimal amount of $500,000 pursuant to its public offering. Should
less than the minimal amount be raised, the Company would pursue
additional capital from borrowings, rights offerings or warrant
exercise. The Company has no need of product research and
development. Management possesses the experience to implement its
business plan. No significant equipment purchases are planned over
the next twelve months other than two trucks to deliver materials to
job sites. Assuming proceeds of $500,000 or more from its public
offering, the Company will add a secretary, a retail operations manager
and an installation manager.
The Company shall seek to maintain low operating expenses while trying
to expand operations and increase operating revenues. The Company is
focusing on maintaining a low cost administrative approach. However,
increased marketing expenses will probably occur in future periods as
the Company attempts to further increase its marketing and sales
efforts.
Year 2000 Compliance. The Company has established a plan to address
Year 2000 issues. Successful implementation of this plan will
eliminate any extraordinary expenses related to the Year 2000 issue.
The Company has a reasonable basis to conclude that the Year 2000 issue
will not materially affect future financial results, or cause reported
financial information not to be necessarily indicative of future
operating results or future financial condition.
<PAGE>10
Makepeace Capital Corp.
PART II
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits (numbered in accordance with Item 601 of
Regulation S-K)
None
(b) Reports on Form 8-K
None
SIGNATURE
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.
Date: /s/ W. Ross C. Corace
----------------------------
W. Ross C. Corace, President
November 2, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-END> JUN-30-2000
<CASH> 74,697
<SECURITIES> 0
<RECEIVABLES> 21,434
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 96,131
<PP&E> 3,896
<DEPRECIATION> 2,975
<TOTAL-ASSETS> 112,018
<CURRENT-LIABILITIES> 4,028
<BONDS> 0
<COMMON> 3,575
0
0
<OTHER-SE> 31,160
<TOTAL-LIABILITY-AND-EQUITY> 34,735
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 35,770
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (35,768)
<INCOME-TAX> 0
<INCOME-CONTINUING> (35,768)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (35,768)
<EPS-BASIC> .01
<EPS-DILUTED> .01
</TABLE>
