<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 March 31, 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
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<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 Sheet
<TABLE>
<CAPTION>
March 31, 1999
ASSETS (Unaudited)
<S> <C>
Current assets:
Cash $ 9,307
Accounts receivable, related party 30,000
-------------
Total current assets 39,307
Property and equipment, at cost, net of
accumulated depreciation of $7,339 14,637
Deferred offering costs 24,789
Deposits 5,600
Organization costs, net of amortization of $350 1,400
-------------
$ 85,733
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 2,430
Accounts payable 4,180
Loan payable - related party 95,344
Loan payable - officer 4,566
-------------
Total current liabilities 106,520
Long-term debt 5,448
Stockholders' equity:
Preferred stock, $.001 par value
20,000,000 shares authorized -
Common stock, $.001 par value,
100,000,000 shares authorized,
3,575,000 shares
issued and outstanding 3,575
Additional paid in capital 127,425
Accumulated deficit (157,235)
-------------
(26,235)
-------------
$ 85,733
=============
</TABLE>
See accompanying notes to financial statements.
<PAGE>5
Makepeace Capital Corp.
Statements of Operations
<TABLE>
<CAPTION>
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
March 31 March 31 March 31 March 31
1999 1998 1999 1998
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Sales $ 15,651 $ 52,771 $ 73,654 $ 52,771
Cost of sales 15,444 41,855 61,540 41,385
----------- ----------- ----------- -----------
Gross profit 207 10,916 12,114 10,916
Other costs and expenses:
General and administrative 24,184 40,948 91,401 70,821
----------- ----------- ----------- -----------
(Loss) from operations (23,977) (30,032) (79,287) (59,905)
Other income and (expense):
Interest income 71 - 651 -
Interest expense - (607) (742) (1,129)
----------- ----------- ----------- -----------
71 (607) (91) (1,129)
----------- ----------- ----------- -----------
(Loss) before income taxes (23,906) (30,639) (79,378) (61,034)
Provision for income taxes - - - -
----------- ----------- ----------- -----------
Net (loss) $ (23,906) $ (30,639) $ (79,378) $ (61,034)
============ =========== =========== ============
Per share data
Basic loss per share $ (.01) $ (3.06) $ (.03) $ (6.10)
============ =========== =========== ============
Weighted average shares
outstaanding 3,575,000 10,000 3,171,667 10,000
============ =========== =========== ============
</TABLE>
See accompanying notes to financial statements.
<PAGE>6
Makepeace Capital Corp.
Statements of Cash Flows
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
March 31 March 31
1999 1998
(Unaudited) (Unaudited)
<S> <C> <C>
Net income (loss) $ (79,378) $ (61,034)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 3,314 3,238
Changes in assets and liabilities:
(Decrease) increase in other assets (542) -
Increase (decrease) in accounts payable (1) 6,675
----------- -----------
Total adjustments 2,771 9,913
----------- -----------
Net cash (used in)
operating activities (76,607) (51,121)
Cash flows from investing activities:
Increase in deposits - (35,000)
Payment of organization costs - (1,750)
Loan to related party - (9,000)
Acquisition of plant and equipment - (10,870)
----------- -----------
Net cash (used in) investing activities - (56,620)
Cash flows from financing activities:
Repayment of long-term debt (1,570) (1,026)
Proceeds from the sale of common stock 15,000 1,000
Increase in deferred offering costs (24,789) -
Proceeds from notes payable - 15,000
Advances from related party 40,053 70,591
Advances from officer - 27,166
----------- -----------
Net cash provided by
financing activities 28,694 112,731
----------- -----------
Increase (decrease) in cash (47,913) 4,990
Cash and cash equivalents,
beginning of period 57,220 -
----------- -----------
Cash and cash equivalents,
end of period $ 9,307 $ 4,990
=========== ==========
</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 year ended June 30, 1998.
Basic loss per share was computed using the weighted average number of
common shares outstanding.
During the nine months ended December 31, 1998, the Company issued 7,500
shares of its common stock for the conversion of notes payable and 50,000
additional shares for the conversion of a portion of related party loans.
The conversion rate was $2.00 per share.
Additionally, during this period, the Company sold 7,500 shares of its
common stock to three unrelated investors for cash aggregating $15,000.
During the nine months ended December 31, 1998, $100,000 of advances from a
related party were converted to stockholders' equity in connection with the
re-capitalization with American/National Trucking, Inc., an inactive Texas
corporation.
<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 Company's current public offering for
$3,750,000 is uncertain. 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 recently completed an offering of its B units pursuant to Rule
504 of the Securities Act of 1933. Pursuant to the offering, the Company
sold 65,000 B Units for the aggregate purchase price of $2.00 per B Unit or
$130,000.
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.
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 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 nine months ended March 31, 1999, the
Company had revenues from sales of $73,654. The cost of sales for that same
period was $61,540. For the nine months ended March 31, 1999, the
Company had a net loss of $(79,378). General and administrative expenses were
$91,401 for the nine months ended March 31, 1999, which consisted
primarily of legal expenses of 14,876, office expense of $22,119, other
expenses of $7,427, rent of $6,159, telephone of $7,013, accounting expense
of $6,540, salaries of $8,650, advertising of $6,740 and miscellaneous expense
of $11,876.
For the nine months ended March 31, 1998, the Company revenues from sales
of $52,771. The cost of goods sold for that same period was $41,855.
For the nine months ended March 31, 1998, the Company had a net loss of
$(61,034). General and administrative expenses were $70,821 for the
nine months ended March 31, 1998, which consisted primarily of legal
expenses of $1,953, office expense of $5,754, other expenses of $8,455,
rent of $14,442, telephone of $7,427, accounting expense of $275,
salaries of $3,900, advertising of $5,825, commissions of $16,401 and
miscellaneous expense of $6,389.
<PAGE>9
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
May 15, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> MAR-31-1998
<CASH> 9,307
<SECURITIES> 0
<RECEIVABLES> 30,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 39,307
<PP&E> 14,637
<DEPRECIATION> 0
<TOTAL-ASSETS> 85,733
<CURRENT-LIABILITIES> 106,520
<BONDS> 0
<COMMON> 3,575
0
0
<OTHER-SE> (29,810)
<TOTAL-LIABILITY-AND-EQUITY> (26,235)
<SALES> 73,654
<TOTAL-REVENUES> 73,654
<CGS> 61,540
<TOTAL-COSTS> 61,540
<OTHER-EXPENSES> 91,401
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (742)
<INCOME-PRETAX> (79,378)
<INCOME-TAX> 0
<INCOME-CONTINUING> (79,378)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (79,378)
<EPS-BASIC> .03
<EPS-DILUTED> .03
</TABLE>
