MAKEPEACE CAPITAL CORP, SB-2/A, 1999-01-15

MAKEPEACE CAPITAL CORP
SB-2/A, 1999-01-15
PERSONAL CREDIT INSTITUTIONS

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<PAGE>2
As filed with the Securities and Exchange Commission on January 15, 1999
Commission File Number
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2/A
Amendment 3
REGISTRATION STATEMENT
Under The Securities Act of 1933

Makepeace Capital Corp.

Texas 6148 84-1472120
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdictions Classification Code Number) Identification number)
of incorporation
or organization
1660 South Albion Street, #723
Denver, Colorado 80222
Telephone: 303-753-6512
(Address and telephone number of registrant's principal executive
offices and principal place of business.)

CT Corporation System
350 North St. Paul Street
Dallas, Texas 75201
(800) 759-8549
(Name, address and telephone number of agent for service.)

with copies to:
Jody M. Walker
Attorney At Law
7841 South Garfield Way
Littleton, Colorado 80122

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box: | x |

<TABLE>
CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed Amount of
class of Amount to be offering aggregate registration
securities registered price offering price fee
<S> <C> <C> <C> <C>
Common Stock
$.001 par value 750,000 $5.00 $3,750,000 $1,171.88
A Warrants 750,000 $.10(3) $ 75,000 $23.44
Common Stock(1) 750,000 $5.00 $3,750,000 $1,171.88
Common Stock(2) 136,204 $5.00 $682,140 $213.17
A Warrants 953,428 $.10(3) $95,343 $29.79
Common Stock(4) 953,428 $5.00 $4,767,140 $1,489.73
Common Stock(5) 210,000 $5.00 $1,050,000 328.13
Common Stock(6) 275,000 $5.00 $1,375,000 429.69
A Warrants(7) 210,000 $.10(3) $21,000 6.56
4,988,060 $15,565,632 $4,864.27

</TABLE>
(1)Represents Common Stock underlying the A Warrants comprised in the B Units
being sold in this offering.
(2)Represents Common Stock to be registered for distribution to shareholders
of Lorain Capital Corp. and American Prepaid Legal Services as of June 30,
1998.
(3)Arbitrary value solely for purposes of computing the registration fee
(4)Represents Common Stock underlying the A Warrants being distributed to
shareholders of Lorain Capital Corp. and American Prepaid Legal Services as
of June 30, 1998.
(5)Represents Common Stock to be registered on behalf of Selling
Security Holders.
(6)Represents Common Stock underlying A Warrants to be registered on behalf
of Selling Security Holders.
(7)Represents A Warrants being registered on behalf of a selling shareholder.

The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.

<PAGE>3
PRELIMINARY PROSPECTUS DATED JANUARY 15, 1999
SUBJECT TO COMPLETION

Up to a Maximum of 750,000 B Units (Comprised
of an aggregate of 750,000 Common Shares
and 750,000 A Warrants)
750,000 Common Shares
underlying the A Warrants
136,204 Common Shares, 953,428 A Warrants,
and 953,428 Common Shares underlying the A
Warrants to be distributed to Shareholders of
Lorain Capital Corp. and American Prepaid Legal Services, Inc.
210,000 Common Shares, 210,000 A Warrants and 275,000 Common share
underlying A Warrants being registered on behalf of Selling Security Holders

Makepeace Capital Corp.

The Company is offering up to a maximum of 750,000 B Units at the purchase
price of $5.00 per B Unit. Each B Unit is comprised of One Common Share and
One A Warrant. Each A Warrant is exercisable into one Common Share of the
Company at the purchase price of $5.00. The A Warrants shall be exercisable
for a period of four years upon registration with the Securities and Exchange
Commission and shall be redeemable by the Company at $.001 per A Warrant upon
thirty days notice. There is no minimum investment and no minimum offering
amount.

As more fully set forth herein, pursuant to arms length negotiations relating
to the prior change in control of the Company, Lorain Capital Corp., an
unaffiliated Nevada corporation ("Lorain") proposes to distribute (the
"Distribution") as soon as practicable after the effective date of this
registration statement as a dividend to its shareholders of record at the
close of business on June 30, 1998 (the "Record Date"), one Common Share of
the Company and seven A Warrants for each one share of Lorain common stock,
par value $.001 per share (the "Lorain Common Stock"), held by each Lorain
shareholder on the Record Date. This distribution was agreed to based on
arms length negotiations between the principal shareholders of Lorain and the
Company regarding the purchase of controlling interest of the Company.
Lorain will distribute 85,348 Common Shares and 597,436 A Warrants of the
Company owned by Lorain, which represents 2.39% of the Company's outstanding
common shares on the Record Date. The Distribution will be made by Lorain
without the payment of any consideration by its shareholders. See "The
Distribution." The expenses of the Distribution (along with the
distribution below) are estimated to be $9,573 and are to be paid by the
Company.

As more fully set forth herein, pursuant to arms length negotiations relating
to the prior change in control of the Company, American Prepaid Legal
Services, an unaffiliated Colorado corporation ("Prepaid") proposes to
distribute (the "Distribution") as soon as practicable after the effective
date of this registration statement as a dividend to its shareholders of
record at the close of business on June 30, 1998 (the "Record Date"), one
Common share and seven A Warrants for each 19.6 shares of Prepaid common
stock, par value $.001 per share (the "Prepaid Common Stock"), held by each
Prepaid shareholder on the Record Date. This distribution was agreed to based
on arms length negotiations between the principal shareholders of Prepaid and
the Company regarding the purchase of controlling interest of the Company.
Prepaid will distribute 50,856 Common Shares and 355,992 A Warrants
of the Company owned by Lorain, which represents 1.42% of the Company's
outstanding common shares on the Record Date. The Distribution will be made
by Prepaid without the payment of any consideration by its shareholders.
See "The Distribution." The expenses of the Distribution (along with the
distribution to Lorain) are estimated to be $9,573 and are to be paid by the
Company.

On behalf of Selling Security Holders, the Company is also registering
210,000 Common Shares, 210,000 A Warrants and 275,000 Common Shares
underlying A Warrants. The Company will not receive any cash or other
proceeds in connection with the subsequent sale. Current officers and
directors have ageed not to sell their Common Shares until the Company's
offer is fully subscribed or terminated. The Company is not selling any
Common Shares on behalf of Selling Security Holders and has no control or
affect on these Selling Security Holders. Unaffiliated Selling Security
Holders will be able to offer securities up to the amount of 15,000
concurrently with the Company's offering. In the event the average bid
price of the stock falls below $5.00 for three consecutive days, the primary
offering will be terminated. There is a strong risk that the primary
offering will never be fully concluded.

<PAGE>4

Lorain, Prepaid and each Selling Security Holder may be deemed to be an
underwriter under the Securities Act of 1933.

Prior to the date hereof, there has been no trading market for the Common
Stock of the Company. There can be no assurance, however, that the Common
Stock will be quoted, that an active trading and/or a liquid market will
develop or, if developed, that it will be maintained.

THERE ARE MATERIAL RISKS IN CONNECTION WITH THE PURCHASE OF THE SECURITIES.
SEE RISK FACTORS, PAGE 10. THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sales of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any state.

<TABLE>
<CAPTION>
Price to Proceeds to
Public Commissions Company

<S> <C> <C> <C>
Per B Unit $5.00 $ .50 $ 4.50
Maximum Offering(1)(2) $3,750,000 $375,000 $3,375,000
</TABLE>
(Footnotes on following page)

The date of the Prospectus is January 15, 1999

<PAGE>5

1The Common Shares are being offered on a "best efforts" basis by the Company
(employees, officers and directors) and possibly selected broker-dealers. No
sales commission will be paid for Common Shares sold by the Company. Selected
broker- dealers shall receive a sales commission of up to 10% for any Common
Shares sold by them. The Company reserves the right to withdraw, cancel or
reject an offer in whole or in part. See "TERMS OF THE OFFERING - Plan of
Distribution and Offering Period."

This Offering will terminate on or before June 30, 1999. In the Company's
sole discretion, the offering of Common Shares may be extended for up to
three Thirty day periods, but in no event later than September 30, 1999.
There is no minimum offering amount and no escrow account. Proceeds of this
Offering are to be deposited directly into the operating account of the
Company. See "TERMS OF THE OFFERING - Plan of Distribution."

2The amount as shown in the preceding table does not reflect the deductions
of (1) general expenses payable by the Company; and (2) fees payable in
connection with legal and accounting expenses incurred in this Offering.
These expenses are estimated to be $43,701.45 if the total offering amount is
obtained.

REPORTS TO SECURITY HOLDERS

The Company shall become subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith will
file reports and other information with the Securities and Exchange
Commission. The Company has not yet filed any reports with the Securities
and Exchange Commission. The reports and other information filed by the
Company can be inspected and copied at the public reference facilities
maintained by the Commission in Washington, D.C. and at the Chicago Regional
Office, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511 and the New York Regional Office, 7 World Trade Center,
New York, New York 10048. Copies of such material can be obtained from the
Public Reference Section of the Commission, Washington, D.C. 20549 at
prescribed rates.

The Company will furnish to shareholders: (i) an annual report containing
financial information examined and reported upon by its certified public
accountants; (ii) unaudited financial statements for each of the first three
quarters of the fiscal year; and (iii) additional information concerning the
business and operations of the Company deemed appropriate by the Board of
Directors.

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement (together with all amendments and
exhibits thereto, the "Registration Statement") under the Act with respect to
the securities offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the Rules and Regulations of the Commission.
For further information with respect to the Company and the securities
offered hereby, reference is made to the Registration Statement. Copies of
such materials may be examined without charge at, or obtained upon payment
of prescribed fees from, the Public Reference Section of the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549, at
the Chicago Regional Office, Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511 and the New York Regional Office, 7 World
Trade Center, New York, New York 10048.

The Company will voluntarily file periodic reports in the event its
obligation to file such reports is suspended under Section 15(d) of the
Exchange Act.

The Company will provide without charge to each person who receives a
prospectus, upon written or oral request of such person, a copy of any of the
information that was incorporated by reference in the prospectus (not
including exhibits to the information that is incorporated by reference
unless the exhibits are themselves specifically incorporated by reference).
Requests for copies of said documents should be directed to W. Ross C.
Corace, 1660 South Albion Street, #723 Denver, Colorado 80222.

The Commission maintains a Web site -- //www.sec.gov -- that contains
reports, proxy and information statements and other information regarding
issuers that file electronically with the Commission.

<PAGE>6

UNTIL _____ , 1999 (90 DAYS AFTER THE DATE OF THE PROSPECTUS), ALL
PERSONS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THE OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS
IS IN ADDITION TO THE OBLIGATION OF SUCH PERSONS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

NO DEALER, SALESMAN, AGENT OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, OR THE
UNDERWRITER, IF AN UNDERWRITER ASSISTS IN THE SALE OF THE SECURITIES.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR A SOLICITATION BY ANYONE TO

ANY PERSON IN ANY STATE, TERRITORY OR POSSESSION OF THE UNITED STATES IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED BY THE LAWS THEREOF, OR TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS NOT BEEN ANY
CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF.

<PAGE>7

<TABLE>
TABLE OF CONTENTS

<S> <C>
PROSPECTUS SUMMARY 8
RISK FACTORS 10
SELLING SECURITY HOLDERS 14
TERMS OF THE OFFERING 15
THE DISTRIBUTIONS 17
SOURCE AND USE OF PROCEEDS 18
DILUTION 19
THE COMPANY 20
BUSINESS ACTIVITIES 21
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION 23
Trends and Uncertainties
Capital and Source of Liquidity
Results of Operations
MANAGEMENT 24
Officers and Directors
Remuneration
Indemnification
CERTAIN TRANSACTIONS 26
PRINCIPAL SHAREHOLDERS 28
SHARES ELIGIBLE FOR FUTURE SALE 31
MARKET FOR REGISTRANT'S COMMON EQUITY 32
DESCRIPTION OF SECURITIES 33
LEGAL MATTERS 34
LEGAL PROCEEDINGS 34
EXPERTS 34
INTERESTS OF NAMED EXPERTS AND COUNSEL 34
</TABLE>

<PAGE>8
PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information, financial statements and notes to the financial statements
including the notes thereto appearing elsewhere in this Prospectus.

The Company. The Company was incorporated in the state of Texas on March
18, 1994 under the name of American/National Trucking, Inc. On August 28,
1998, RC Capital, Inc., a Colorado corporation was merged into the Company.
Pursuant to the Articles of Merger, the name of the Company was changed to
Makepeace Capital Corp. (the "Company"). Prior to this acquisition, the
Company had no significant business activity. The Company is currently
engaged in 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 is authorized to issue a total of 100,000,000 shares of its
capital stock (Common Shares), par value per share of $.001, 10,000,000
Series A Preferred Shares, 9,990,000 Series B Preferred Shares and 10,000
Series C Preferred Shares.

The Company's principal offices are located at 1660 South Albion Street,
#723, Denver, Colorado 80222. Its telephone number at such address is (303)
753-6512.

The Offering. The Company hereby offers
up to 750,000 B Units
at $5.00 per B Unit. Each B Unit
is comprised of One Common Share
and One A Warrant. Each A
warrant is exercisable into one
Common Share of the Company at
the purchase price of $5.00.
The A Warrants shall be
exercisable for a period of four
years upon registration with the
Securities and Exchange
Commission and shall be
redeemable by the Company at
$.001 per A Warrant upon
thirty days notice. There is no
minimum investment and no
minimum offering amount.

Common Shares outstanding
prior to Public Offering 3,575,000

Common Shares to be outstanding
after Offering<F1> 4,325,000

Percent of Common Shares owned by
current shareholders after Maximum
Offering 82.66%

Gross Proceeds After Maximum Offering $3,750,000

Use of Proceeds from Sale of B Units The Company intends to utilize
the sale of its B Units
primarily for salaries, office
expenses, advertising and
promotion, obtaining an
inventory warehouse, purchase of
two trucks, general and
administrative expenses and
working capital. See Source and
Use of Proceeds."

LORAIN DISTRIBUTION
Distributing Corporation Lorain Capital Corp., a
Nevada corporation.

Securities Being Distributed 85,348 Common Shares
by Lorain and 597,436 A Warrants

<PAGE>9

Purpose of Lorain Distribution To enhance the Company's
ability to raise additional
capital, if necessary,
in the future.

Lorain Distribution Ratio One Common Share and seven A
Warrants for approximately
every one share of Lorain
Common Stock owned of record on
June 30, 1998, (the "Record
Date").

Use of Proceeds The securities to which this
from Lorain distribution Prospectus relates are being
distributed to holders of Lorain
Common Stock as a dividend
and neither the Company nor
Lorain will receive any cash or
other proceeds in connection
with the Distribution.

AMERICAN DISTRIBUTION
Distributing Corporation American Prepaid Legal Services,
Inc., a Colorado corporation

Securities Being Distributed 50,856 Common Shares
by Prepaid and 355,992 A Warrants

Purpose of Prepaid Distribution To enhance the Company's
ability to raise additional
capital, if necessary,
in the future.

Prepaid Distribution Ratio One Common Share and seven A
Warrants for approximately
every 19.6 shares of Prepaid
Common Stock owned of
record on June 30, 1998,
(the "Record Date").

Use of Proceeds The securities to which this
from Prepaid Distribution Prospectus relates are being
distributed to holders of
Prepaid Common Stock as a
dividend and neither the
Company nor Prepaid will
receive any cash or other
proceeds in connection with the
Distribution.

MARKET FOR COMMON STOCK
AND WARRANTS. Prior to the date hereof, there
has been no trading market for
the Common Stock or Warrants of
the Company. The Company has
agreed to use its best efforts
to apply for the quotation of
its Common Stock on the NASD
Electronic Bulletin Board.

There can be no assurance that
the Common Stock will be quoted,
that an active trading and/or a
liquid market will develop or,
if developed, that it will be
maintained. See "Risk Factors"
and "Market Listing."

RISK FACTORS There are material risks, such as
uncertainty of future financial
results, liquidity dependent on
additional capital and debt
financing and risks related to
the Company's operations, in
connection with the purchase of
the securities. See "Risk
Factors."

<PAGE>10

RESALES BY SELLING
SHAREHOLDERS. This Prospectus relates to
Common Shares being registered
on behalf of selling security
holders. The Company will not
receive any cash or other
proceeds in connection with the
subsequent sale. Current
officers and directors do not
plan on selling their Common
Shares until the Company's offer
is fully subscribed or
terminated. The Company is not
selling any Common Shares on
behalf of Selling Security
Holders and has no control or
affect on these Selling Security
Holders. See "Selling Security
Holders."

Absence of Dividends; Dividend Policy The Company does not currently
intend to pay regular cash
dividends on its Common Stock;
such policy will be reviewed by
the Company's Board of Directors
from time to time in light of,
among other things, the Company's
earnings and financial position.
The Company does not anticipate
paying dividends on its Common
Stock in the foreseeable future.
See "Risk Factors."

Transfer Agent Signature Stock Transfer, Inc. is
the Transfer Agent for the
Company's securities.
</TABLE>

- ----------------------------------------------------------
RISK FACTORS
- ----------------------------------------------------------

In analyzing this offering, prospective investors should read this entire
Prospectus and carefully consider, among other things, the following Risk
Factors:

Possible adverse effects due to contemporaneous primary offering by the
Company and secondary offering by Selling Security Holders. The Company,
through W. Ross C. Corace, an officer and director, will undertake a direct
participation self-underwritten offering at the same time as the Selling
Security Holders will be selling their registered shares. An officer and
director of the Company and an entity controlled by an officer and director
are participating as Selling Security Holders. Certain officers and
directors and principal shareholders have entered into written agreements not
to sell their Common Shares until the Company's offer is fully subscribed or
terminated. The Company is not selling any Common Shares on behalf of
Selling Security Holders and has no control or affect on the 15,000 Common
Shares of these Selling Security Holders which are not subject to any lock-up
agreement. The offering of securities by these Selling Security Holders
will occur regardless of the outcome of the primary offering by the Company.

Other than the written agreements with the certain officers and directors and
principal shareholders, the Company has not taken any measures to delay the
offering by Selling Security Holders until after the completion of the
primary offering by the Company. The demand for the Company's Common Stock
may be decreased due to the large number of Common Shares being sold in the
secondary offering by the Selling Security Holders. Due to the fact that
the secondary offering will be conducted contemporaneously with a primary
offering by the Company, the market price of the Company's common stock (upon
commencement of trading) may be less than the offering price of $5.00 of the
B Units. In the event the average bid price of the stock falls below $5.00
for three consecutive days, the primary offering will be terminated. There
is a strong risk that the primary offering will never be fully concluded.

<PAGE>11

No Established Business/No Independent Market Research of Potential Demand
for Current Operations. The Company is in the development stage. No
independent organization has conducted market research providing management
with independent assurance from which to estimate potential demand for the
Company's business operations. Even in the event a market demand is
independently identified, there is no assurance the Company will be
successful. See "BUSINESS ACTIVITIES."

Lack of Operating Results. The Company was formed on March 18, 1994, and
until the recent acquisition of RC Capital, Inc., its activities have been
limited to searching for an acquisition candidate or operating business. The
Company is still in the development stage. Higher than normal operating
expenses will in all likelihood be incurred during initial operations. To
date, the Company has had limited revenues of $38,134 for the three months
ended September 30, 1998 and had an accumulated deficit of (111,427) at
September 30, 1998. There can be no assurance of future revenues or
profits.

Additional Financing May be Required. Even if all of the 750,000 B Units
offered hereby are sold, the funds available to the Company may not be
adequate for its business activities. The funds will be sufficient for the
Company's operating and capital requirements for the next six months only.
Accordingly, the ultimate success of the Company may depend upon its ability
to raise additional capital or to have other parties bear a portion of the
required costs to further develop or exploit its business activities. There
is a possibility that no proceeds or only a nominal level of proceeds may be
sold in this offering. The Company has no specific plans to obtain
additional financing. There can be no assurance that any additional
financing can be obtained at terms favorable to the Company. The inability
to obtain such financing would have a material adverse effect on the ability
of the Company to meet its operating and capital requirements after the first
six months. (See "USE OF PROCEEDS" AND "BUSINESS ACTIVITIES.").

No minimum amount. There is no minimum amount that is required to be sold
in the Unit offering. As a result, no proceeds or only a nominal level of
proceeds may be sold in the offering. As a result, the Company may not have
sufficient funds to move forward with its business plan. Additionally, if the
Company does not sell all of the B Units, it will have to modify its business
plan of operation and seek additional financing. Additional financing may
not be available at terms favorable to the Company. This could have a
material adverse effect on the profitability of the Company.

Future Sales of and Market for the Common Shares. Upon completion of the
offering there shall be 4,325,000 Common Shares outstanding. This does not
include any Common Shares which shall be issued upon conversion of the A
Warrants being registered in this offering. If the maximum number of B
Units are sold, 3,063,796 of the Common Shares to be outstanding will be
considered "restricted securities" as that term is defined in Rule 144
adopted under the United States Securities Act of 1933, as amended and in the
future may be sold only in compliance with the resale provisions set forth
therein. Rule 144 provides, in essence, that affiliated persons holding
restricted securities for a period of one year may sell in brokerage
transactions an amount equal to one percent of the Company's securities or
outstanding Common Shares every three months. These Common Shares will be
eligible for sale subject to this provision in August, 1999. Hence, the
possibility of sale under Rule 144 may in the future have a depressive effect
on the price of the Company's Common Shares in any market which may develop.

No market exists for the Company's securities at present, and no assurance
can be given that one will develop. The securities, if traded, would be
quoted on the OTC Bulletin Board, rather than Nasdaq. The OTC Bulletin
Board provides significantly less liquidity than the Nasdaq system.

Conflicts of Interest. Some of the directors of the Company are currently
principals of other businesses. As a result, conflicts of interest may
arise. The directors shall immediately notify the other directors of any
possible conflict which may arise due to their involvement with other
businesses. The interested directors in any conflict shall refrain from
voting on any matter in which a conflict of interest has arisen. The
Company has adopted a policy that any transactions with directors, officers
or entities of which they are also officers or directors or in which they
have a financial interest, will only be on terms which are fair and
reasonable to the Company and approved by a majority of the disinterested
directors of the Company's Board of Directors. For further discussion see
"Management - Conflicts of Interest Policy." There can be no assurance that
such other activities will not interfere with the officers' and directors'
ability to discharge their obligation herein.

<PAGE>12

Benefit to Management. The Company may, in the future, compensate the
Company's management with substantial salaries and other benefits. The
payment of future larger salaries, commissions and the costs of these
benefits may be a burden on the Company and may be a factor in limiting or
preventing the Company from achieving profitable operations in the future.
However, the Company would not continue to compensate management with such
substantial salaries and other benefits under circumstances where to do so
would have a material negative effect on the Company's financial condition.
Although specific factors to be utilized in determining the increase in
compensation and benefits have been determined, management anticipates that
individual performance, liquidity of the Company and profitability will be
part of the determining factors. See "MANAGEMENT - Remuneration."

No Diversification. The Company is engaged in 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.

Therefore, the Company's financial viability will depend almost exclusively
on its ability to generate revenues from its operations and the Company will
not have the benefit of reducing its financial risks by relying on revenues
derived from other operations.

Dilution. Common Shares comprised in the B Units offered hereby will incur
immediate dilution of $4.23 (84.6%)in the net tangible book value of their
investment. This does not include any of the Common Shares to be issued
upon exercise of the A Warrants. If only 100,000 B Units are sold, the
Common shares comprised in the B Units offered hereby will incur immediate
dilution of $4.88 (97.7%). The Company may issue additional shares in
private business transactions and may pursue a public offering in the future
to complete its business plan. As a result, the investors in this Offering
may experience substantial dilution. See "DILUTION" and "CAPITALIZATION."

Investors May Bear Risk of Loss. The capital required by the Company to
acquire assets needed for its proposed operations is being sought from the
proceeds of this Offering. Therefore, investors of this Offering may bear
most of the risk of the Company's expansion of operations. Conversely,
management stands to realize benefits from the payment of salaries, expenses
and receipt of stock options regardless of the profitability of the Company.

Financial Condition. The Company currently has a negative cash flow from
operating activities. There can be no assurance that the Company will have
adequate funds to pay all of its operating expenses assuming the expansion
and promotion of the Company's operations, or that the Company can be
operated in a profitable manner. Profitability depends upon many factors,
including the success of this Offering and the success of the Company's
operations.

Competition. There is significant competition in the construction industry.
The Company competes with established companies and other entities (many of
which possess substantially greater resources than the Company). Almost all
of the companies with which the Company competes are substantially larger,
have more substantial histories, backgrounds, experience and records of
successful operations, greater financial, technical, marketing and other
resources, more employees and more extensive facilities than the Company now
has, or will have in the foreseeable future. It is also likely that other
competitors will emerge in the near future. There is no assurance that the
Company will continue to compete successfully with other established
construction companies. The Company shall compete on the basis of price and
quality. Inability to compete successfully might result in increased costs,
reduced yields and additional risks to the investors herein. See "The
Company - Competition."

Arbitrary Offering Price. The initial offering price of $5.00 per B Unit has
been arbitrarily determined by the Company based upon such factors
as the objectives of the Company, the proceeds to be raised by the Offering
and the percentage of ownership to be held by the purchasers thereof. Having
established that the total gross proceeds of the maximum offering would be
$3,750,000, the actual price of $5.00 per Unit was thereupon determined
by the Company and accordingly bears no relationship whatsoever to assets,
earnings, book value or any other objective standard of worth. See
"DILUTION."

Arbitrarily Determined Warrant Exercise Price. The exercise price of the A
Warrants being registered was established arbitrarily by the Company with no
direct relationship to the original offering price or the Company's assets,
book value, shareholder's equity or any other recognized criterion of value.
Accordingly, the A Warrants can be considered to have little or no value at
the present time.

<PAGE>13

Lack of Dividends. There can be no assurance that the operations of the
Company will become profitable. At the present time, the Company intends to
use any earnings which may be generated to finance the growth of the
Company's business. See "DESCRIPTION OF SECURITIES".

Dependence on Key Individuals. The future success of the Company is highly
dependent upon the management skills of its key individuals and the Company's
ability to attract and retain qualified key individuals. The inability to
obtain and employ these individuals would have a serious effect upon the
business of the Company.. Other than the employment agreement with Sam
Cummings (originally entered into with RC Capital, Inc. which was
subsequently ratified by the Board of Directors of the Company), there are
not any plans or proposals to enter into employment contracts with any key
individuals. There can be no assurance that the Company will be successful
in retaining its key employees or that it can attract or retain additional
skill personnel required. The Company may, in the future, purchase key man
life insurance. "COMPANY - Employees" and "MANAGEMENT."

Vulnerability to Fluctuations in the Economy. Demand for the Company's
products is dependent on, among other things, general economic conditions
which are cyclical in nature. Prolonged recessionary periods may be damaging
to the Company.

"Penny" Stock Regulation of Broker-Dealer Sales of Company Securities. The
Company intends to list its Common Shares on the OTC Bulletin
Board and then NASDAQ upon meeting the requirements for a NASDAQ listing, if
ever. Upon completion of this offering, the Company will not meet the
requirements for a NASDAQ listing. Until the Company obtains a listing on
NASDAQ, if ever, the Company's securities will be covered by a Rule 15g-9
under the Securities Exchange Act of 1934 that imposes additional sales
practice requirements on broker-dealers who sell such securities to persons
other than established customers and institutional accredited investors
(generally institutions with assets in excess of $5,000,000 or individuals
with net worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouse). For transactions covered by the rule,
the broker-dealer must furnish to all investors in penny stocks, a risk
disclosure document required by Rule 15g-9 of the Securities Exchange Act of
1934, make a special suitability determination of the purchaser and have
received the purchaser's written agreement to the transaction prior to the
sale. In order to approve a person's account for transactions in penny
stock, the broker or dealer must (i) obtain information concerning the
person's financial situation, investment experience and investment
objectives; (ii) reasonably determine, based on the information required by
paragraph (i) that transactions in penny stock are suitable for the person
and that the person has sufficient knowledge and experience in financial
matters that the person reasonably may be expected to be capable of
evaluating the rights of transactions in penny stock; and (iii) deliver to
the person a written statement setting forth the basis on which the broker or
dealer made the determination required by paragraph (ii) in this section,
stating in a highlighted format that it is unlawful for the broker or dealer
to effect a transaction in a designated security subject to the provisions of
paragraph (ii) of this section unless the broker or dealer has received,
prior to the transaction, a written agreement to the transaction from the
person; and stating in a highlighted format immediately preceding the
customer signature line that the broker or dealer is required to provide the
person with the written statement and the person should not sign and return
the written statement to the broker or dealer if it does not accurately
reflect the person's financial situation, investment experience and
investment objectives and obtain from the person a manually signed and dated
copy of the written statement. A penny stock means any equity security
other than a security (i) registered, or approved for registration upon
notice of issuance on a national securities exchange that makes transaction
reports available pursuant to 17 CFR 11Aa3-1 (ii) authorized or approved for
authorization upon notice of issuance, for quotation in the NASDAQ system;
(iii) that has a price of five dollars or more or . . . . (iv) whose issuer
has net tangible assets in excess of $2,000,000 demonstrated by financial
statements dated less than fifteen months previously that the broker or
dealer has reviewed and has a reasonable basis to believe are true and
complete in relation to the date of the transaction with the person.
Consequently, the rule may affect the ability of broker-dealers to sell the
Company's securities and also may affect the ability of purchasers in this
Offering to sell their shares in the secondary market. See "Market for
Registrant's Common Equity and Related Stockholder Matters - Broker-Dealer
Sales of Company's Securities."

<PAGE>14

Maintenance of Current Prospectus. In order for the warrant holders to
exercise their warrants, the Company must maintain a current prospectus as
part of this registration statement. There can be no assurance that the
Company will have the resources to prepare the necessary documentation and
warrant holders may not be able to exercise their warrants when desired, if
at all.

- --------------------------------------
SELLING SECURITY HOLDERS
- --------------------------------------

The Company, through W. Ross C. Corace, an officer and director, will
undertake a direct participation self-underwritten offering at the same time
as the Selling Security Holders will be selling their registered shares. An
officer and director, an entity controlled by an officer and director and a
Principal shareholder are participating as Selling Security Holders. These
individuals and entities have entered into written agreements not to sell
their Common Shares until the Company's offer is fully subscribed or
terminated. The Company is not selling any Common Shares on behalf of
Selling Security Holders and has no control or affect on the 15,000 Common
Shares of these Selling Security Holders which are not subject to any lock-up
agreement. The offering of securities by these Selling Security Holders
will occur regardless of the outcome of the primary offering by the Company.

Other than the written agreements with W. Ross C. Corace, an officer and
director, Meadow Run Farms, Inc., an entity controlled by Mr. Corace and
Geneva A. Corace, a principal shareholder, the Company has not taken any
measures to delay the offering by Selling Security Holders until after the
completion of the primary offering by the Company. The demand for the
Company's Common Stock may be decreased due to the Common Shares being sold
in the secondary offering by the Selling Security Holders. Due to the fact
that the secondary offering will be conducted contemporaneously with a
primary offering by the Company, the market price of the Company's common
stock (upon commencement of trading) may be less than the offering price of
$5.00. Conflicts of interests may arise due to the fact that the primary
offering of the Company and the secondary offering of the Selling Security
Holders will be conducted contemporaneously. The Company shall concentrate
its sales efforts in the period immediately after the effective date of the
offering until the Company's Common Stock is listed on the OTC Bulletin
Board. Additionally, the Company may pursue alternate financing to avoid said
conflict of interests once trading of its Common Stock commences.

The Selling Security Holders may sell the Common Shares offered hereby in one
or more transactions (which may include "block" transactions in the over-the-
counter market, in negotiated transactions or in a combination of such
methods of sales, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Security Holders may effect
such transactions by selling the Common Shares directly to purchasers, or may
sell to or through agents, dealers or underwriters designated from time to
time, and such agents, dealers or underwriters may receive compensation in
the form of discounts, concessions or commissions from the Selling Security
Holders and/or the purchaser(s) of the Common Shares for whom they may act as
agent or to whom they may sell as principals, or both. The Selling Security
Holders and any agents, dealers or underwriters that act in connection with
the sale of the Common Shares might be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any discount or
commission received by them and any profit on the resale of the Common Shares
as principal might be deemed to be underwriting discounts or commissions
under the Securities Act.

The Offering by Selling Security Holders will terminate on or before June 30,
1999. In the Company's sole discretion, the offering of Common Shares by
Selling Security Holders may be extended for up to three Thirty day periods,
but in no event later than September 30, 1999.

The Company shall register pursuant to this prospectus 210,000 Common
Shares currently outstanding and 275,000 Common Shares underlying A Warrants
for the account of the following individuals or entities. The percentage
owned prior to and after the offering reflects all of the then outstanding
common shares. The amount and percentage owned after the offering assumes
the sale of all of the Common Shares being registered on behalf of the
Selling Security Holders.

<PAGE>15

<TABLE>
<CAPTION>
Name and Amount Total Number % Owned Number of % Owned
Being Registered Owned Prior to Shares Owned After
Currently Offering After Offering Offering
<S> <C> <C> <C> <C>

Gencorp Enterprises, Inc.
200,000 3,228,796(4) 90.32% 3,018,796 69.80%
200,000 456,572(2)(4) 30.86%% 246,572 16.73%
Geneva A. Corace,
10,000 3,228,796(4) 90.32% 3,018,796 69.80%
10,000 456,572(2)(4) 30.86%(3) 246,572 30.23%
Meadow Run Farm, Inc.,(1)
50,000 50,000(2)(4) 3.39%(3) 0 0%

Arthur H. Bosworth,
5,000 5,000(2) .34%(3) 0 0%

David A. Ledden
2,500 2,500(2) .17%(3) 0 0%

Richard S. Klingenstein
2,500 2,500(2) .17%(3) 0 0%

Phillip B. Foster
2,500 2,500(2) .17%(3) 0 0%

Craddock-Columbine Realty
2,500 2,500(1) .17%(3) 0 0%

(1)Meadow Run Farm, Inc. is controlled by W. Ross C. Corace, President of the
Company.
(2)Represents Common Shares underlying the A Warrants.
(3)Represents percent of A Warrants currently owned. There were 1,475,000 A
Warrants issued and outstanding prior to this offering.

(4)Subject to lock-up agreement.

The Company is also registering 10,000 A Warrants for Geneva A. Corace which
represents .68% of the A Warrants outstanding and 200,000 A Warrants which
represents 13.56% of the A Warrants outstanding for Gencorp Enterprises, a
company controlled by Geneva A. Corace, spouse of W. Ross C. Corace,
President of the Company..

- ----------------------------------------------------------
TERMS OF THE OFFERING
- ----------------------------------------------------------

Plan of Distribution. The Company hereby offers up to 750,000 B Units at the
purchase price of $5.00 per B Unit. The B Units are being offered on a
"direct participation" basis by the Company (employees, officers and
directors) and possibly selected broker-dealers. The officer and director who
shall sell the offering on behalf of the Company is W. Ross C. Corace. Mr.
Corace will be relying on the safe harbor in Rule 3a4-1 of
the Securities Exchange Act of 1934 to sell the Company's securities.
No sales commission will be paid for B Units sold by the Company.
Selected broker-dealers shall receive a sales commission of up to 10% for any
B Units sold by them. The Company reserves the right to withdraw,
cancel or reject an offer in whole or in part. The B Units offered
hereby will not be sold to insiders, control persons, or affiliates of the
Company. There are no plans, proposals, arrangements or understandings with
any potential sales agent with respect to participating in the distribution
of the Company's securities. When, in the future, assuming such
participation develops, the registration statement will be amended to
identify such persons.

The Company, through W. Ross C. Corace, an officer and director, will
undertake a direct participation self-underwritten offering at the same time
as the selling shareholders will be selling their registered shares. An
officer, director, principal shareholder and an entity controlled by an
officer and director of the Company are participating as Selling Security
Holders. These individuals have entered into written agreements not to sell
their Common Shares until the Company's offer is fully subscribed or
terminated. The Company is not selling any Common Shares on behalf of
Selling Security Holders and has no control or affect on the 15,000 Common

<PAGE>16

Shares which are not subject to any lock-up agreement being registered on
behalf of these Selling Security Holders. The offering of securities by
these Selling Security Holders will occur regardless of the outcome of the
primary offering by the Company.

Other than the written agreements with W. Ross C. Corace, an officer and
director, Meadow Run Farms, Inc., an entity controlled by Mr. Corace, Geneva
A. Corace, a principal shareholder and Gencorp Enterprises, an entity
controlled by Geneva A. Corace, the Company has not taken any measures to
delay the offering by Selling Security Holders until after the completion of
the primary offering by the Company. The demand for the Company's Common
Stock may be decreased due to the Common Shares being sold in the secondary
offering by the Selling Security Holders. Due to the fact that the
secondary offering will be conducted contemporaneously with a primary
offering by the Company, the market price of the Company's common stock (upon
commencement of trading) may be less than the offering price of $5.00. The
Company shall concentrate its sales efforts in the period immediately after
the effective date of the offering until the Company's Common Stock is listed
on the OTC Bulletin Board.

The Selling Security Holders may sell the Common Shares offered hereby in one
or more transactions (which may include "block" transactions in the over-the-
counter market, in negotiated transactions or in a combination of such
methods of sales, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Security Holders may effect
such transactions by selling the Shares directly to purchasers, or may sell
to or through agents, dealers or underwriters designated from time to time,
and such agents, dealers or underwriters may receive compensation in the form
of discounts, concessions or commissions from the Selling Security Holders
and/or the purchaser(s) of the Common Shares for whom they my act as agent or
to whom they may sell as principals, or both. The Selling Security Holders
and any agents, dealers or underwriters that act in connection with the sale
of the Common Shares might be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act, and any discount or commission
received by them and any profit on the resale of the Common Shares as
principal might be deemed to be underwriting discounts or commissions under
the Securities Act.

Warrant Lockup Agreement. Pursuant to a written agreement, W. Ross C.
Corace, an officer and director, Meadow Run Farms, Inc., an entity controlled
by W. Ross C. Corace and Geneva A. Corace, a principal shareholder agreed as
follows:

The above individuals and entity agreed not to sell the warrants during the
offering period. The offering period consists of the primary offering by
the Company and the secondary offering by the Selling Security Holders.
After the offering period, in the event the shareholder exercises any
warrants, the stock issued to the shareholder pursuant to the exercise shall
be locked in and restricted from trading for a period of one year. A
notice is to be placed on the face of each stock certificate covered by the
terms of the Agreement stating that the transfer of the stock evidenced by
the certificate is restricted until twelve (12) months from the date of
issuance. The shareholder also agrees not to sell or otherwise transfer
their interest in the warrants except to an underwriter or other market
makers in the stock once a market is established. The shareholder further
agrees that the total value in cash, or other consideration, paid by the
buyer to the seller shall not exceed $.01 per warrant.

The Company is not aware of any current or future plans, proposals,
arrangements or understandings by any Selling Security Holders to distribute
their registered shares of Common Stock of the Company to their respective
outstanding shareholders or partners.

The Company is not aware of any plans, arrangements or understandings by any
Selling Security Holders to sell their registered shares of Common Stock to
any particular individual(s) or to use such registered shares to satisfy
contractual obligations.

The Company will receive no portion of the proceeds from the sale of the
Common Shares by the selling shareholder and will bear all of the costs
relating to the registration of this Offering (other than any fees and
expenses of counsel for the Selling Security Holders). Any commissions,
discounts or other fees payable to a broker, dealer, underwriter, agent or
market maker in connection with the sale of any of the Common Shares will be
borne by the Selling Security Holders.

<PAGE>17

Determination of Offering Price. The offering price and other terms of the
B Units were arbitrarily determined by the Company after considering the
total offering amount needed and the possible dilution to existing and new
shareholders.

Offering Procedure. This Offering will terminate on or before June 30,
1999. In the Company's sole discretion, the offering of Units may be
extended for up to three Thirty day periods, but in no event later than
September 30, 1999.

Subscription Procedure. The full amount of each subscription will be
required to be paid with a check payable to the Company in the amount of the
subscription. Such payments are to be remitted directly to the Company by
the purchaser or by the soliciting broker/dealer before 12:00 noon, on the
following business day, together with a list showing the names and addresses
of the person subscribing for the offered Units or copies of subscribers
confirmations.

No Escrow Account. There is no minimum offering amount and no escrow
account. As a result, any and all offering proceeds will be deposited
directly into the operating account of the Company.

- -------------------------------------------------------
THE DISTRIBUTIONS
- -------------------------------------------------------

Lorain Capital Corp. On January 1, 1996, the Company entered into a one
year verbal consulting agreement with Lorain Telecom Corporation to assist
the Company in its acquisition of an operating business. Lorain received
the right to acquire the securities on January 1, 1996. During the life of
the agreement, Lorain Telecom Corporation provided consulting services
regarding locating an acquisition candidate and capital structuring.
Pursuant to the consulting agreement, Lorain Telecom Corporation received
85,328 A Units. Each A Unit consisted of One Common Share of the Company,
seven A Warrants, seven B Warrants and seven C Warrants. See "The Company"
and "Certain Transactions." These A Units were subsequently transferred to a
wholly owned subsidiary of Lorain Telecom Corporation, Lorain Capital Corp.,
a Nevada corporation ("Lorain").

After careful study and review, the Board of Directors of Lorain determined
that it would be in the best interests of Lorain and its shareholders to
distribute all of the Company's Common Shares and A Warrants held by Lorain
to its shareholders. Based on the prior arm's length negotiations between
Lorain and the Company and the fact that the Company was not in a financial
position to pay the associated costs of such distribution, the B and C
Warrants are not being distributed. In addition, the Company and Lorain
determined that such a distribution would be in the best interests of the
Company. Lorain shareholders may realize economic benefits from the sale of
any Common Share or A Warrant distribution if a market for the Company's
Common Stock develops, although there can be no assurances that any such
market will result. Lorain and the Company believe that the distribution
to Lorain's shareholders, which will result in an increased shareholder base
of the Company, will be an advantage to the Company at such time as the
Company may require additional capital and/or make application to NASDAQ.
The increased shareholder base of approximately 1,435 shareholders represents
an increase in potential future purchasers of additional stock in any
subsequent offering or in the stock market if these individuals are satisfied
with the performance of the Company's operations. The estimated cost of the
distribution (along with the distribution to Prepaid shareholders) is $9,573
which will be paid by the Company

Accordingly, after obtaining the approval of the independent directors on
Lorain's Board of Directors, the Board of Directors of Lorain declared a
dividend pursuant to which, as soon as practicable after the effective date
of this registration statement 85,348 Common Shares and 597,436 A Warrants
of the Company, constituting all of the Common Shares and A Warrants owned by
Lorain, will be distributed to the shareholders of record of Lorain as of
June 30, 1998 on the basis of one Common Share and seven A Warrants for each
common share of Lorain Common Stock held. The Common Shares and A Warrants
are being distributed by Lorain as a dividend to holders of Lorain Common
Stock and neither the Company nor Lorain will receive any cash or other
proceeds in connection with the Distribution. No fractional Common Shares
or A Warrants will be issued. Lorain had approximately 1,435 shareholders of
record on the Record Date.

In order to comply with certain provisions of Nevada corporate law, on
August 31, 1998 (the "Payment Date') Lorain deposited the Common Shares and A
Warrants to be distributed with Signature Stock Transfer, Inc. (the

<PAGE>18

"Depositary"). The Depositary will hold such Common Shares and A Warrants
for the benefit of Lorain shareholders on the Record Date. The terms of the
agreement with the Depositary provides that the Common Shares and A Warrants
will be released promptly after the Registration Statement to which this
Prospectus relates is declared effective by the Commission. However, if the
Registration Statement is not declared effective prior to July 31, 1999,
then, unless such date is changed by notice to the Depositary from the
Company, the Depositary shall return all such Common Shares and A Warrants to
Lorain without effecting the distribution.

American Prepaid Legal Services, Inc. On January 2, 1995, the Company
entered into a one year verbal consulting agreement with American Prepaid
Legal Services, Inc. ("Prepaid") to assist the Company in its acquisition of
an operating business. Prepaid received the right to acquire the securities
on January 1, 1995. During the life of the agreement, Prepaid provided
consulting services regarding locating an acquisition candidate and capital
structuring. Pursuant to the consulting agreement, Prepaid received 50,856
A Units. Each A Unit consisted of One Common Share of the Company, seven A
Warrants, seven B Warrants and seven C Warrants. See "The Company" and
"Certain Transactions."

After careful study and review, the Board of Directors of Prepaid determined
that it would be in the best interests of Prepaid and its shareholders to
distribute all of the Company's Common Shares and A Warrants held by Prepaid
to its shareholders. Based on the prior arm's length negotiations between
Prepaid and the Company and the fact that the Company was not in a financial
position to pay the associated costs of such distribution, the B and C
Warrants are not being distributed. In addition, the Company and Prepaid
determined that such a distribution would be in the best interests of the
Company. Prepaid shareholder's may realize economic benefits from the sale
of any Common Share and A Warrant distribution if a market for the Company's
Common Stock develops, although there can be no assurances that any such
market will result. Prepaid and the Company believe that the distribution
to Prepaid's shareholders, which will result in an increased shareholder base
of the Company, will be an advantage to the Company at such time as the
Company may require additional capital and/or make application to NASDAQ.
The increased shareholder base of approximately 572 shareholders represents
an increase in potential future purchasers of additional stock in any
subsequent offering or in the stock market if these individuals are satisfied
with the performance of the Company's operations. The estimated cost of the
distribution (along with the distribution to Lorain shareholders) is $9,573
which will be paid by the Company.

Accordingly, after obtaining the approval of the independent directors on
Prepaid's Board of Directors, the Board of Directors of Prepaid declared a
dividend pursuant to which, as soon as practicable after the effective date
of this registration statement 50,856 Common Shares and 355,992 A Warrants of
the Company, constituting all of the Common Shares and A Warrants owned by
Prepaid, will be distributed to the shareholders of record of Prepaid as of
June 30, 1998 on the basis of one share of Common Stock for each 19.6 shares
of Prepaid Common Stock held. The Common Shares and A Warrants are being
distributed by Prepaid as a dividend to holders of Prepaid Common Stock and
neither the Company nor Prepaid will receive any cash or other proceeds in
connection with the Distribution. No fractional Common Shares or A Warrants
will be issued. Prepaid had approximately 572 shareholders of record on the
Record Date.

In order to comply with certain provisions of Colorado corporate law, on
August 31, 1998 (the "Payment Date') Prepaid deposited the Common Shares and
A Warrants to be distributed with Signature Stock Transfer, Inc. (the
"Depositary"). The Depositary will hold such Common Shares and A Warrants
for the benefit of Prepaid shareholders on the Record Date. The terms of
the agreement with the Depositary provides that the Common Shares and A
Warrants will be released promptly after the Registration Statement to which
this Prospectus relates is declared effective by the Commission. However,
if the Registration Statement is not declared effective prior to July 31,
1999, then, unless such date is changed by notice to the Depositary from the
Company, the Depositary shall return all such Common Shares and A Warrants to
Prepaid without effecting the distribution.

<PAGE>19

- --------------------------------------------------------------
SOURCE AND USE OF PROCEEDS
- --------------------------------------------------------------

Assuming successful completion of the Offering, the Company shall receive net
proceeds of $3,331,299 after payment of commissions ($375,000) and offering
expenses of approximately $43,701. The commissions amount would only be
payable if a broker-dealer is engaged. If significantly less than the maximum
amount is raised, the Company will be able to pay operational expenses but
will have less working capital to expand operations. If only a nominal amount
is raised, the Company will still be able to pay operational expenses but
will not purchase an inventory warehouse and will have less working capital
to expand operations. The Company shall utilize the net proceeds from the
sale of its B Units as described below. The proceeds are to be utilized over
a six month period.

</TABLE>
<TABLE>
<CAPTION>
$3,750,000 $1,375,000 $500,000
Raised Raised Raised
---------- ---------- --------
<S> <C> <C> <C>
Gross Proceeds $3,750,000 $1,375,000 $500,000
less commissions 375,000 137,500 50,000
offering expenses 43,701 43,701 43,701
---------- ---------- ---------
Net Proceeds $3,331,299 $1,193,799 $406,299

Officer salaries $ 26,000 $ 26,000 $ 26,000
Non-affiliate salaries 97,200 12,000 12,000
Office Expense 10,000 10,000 10,000
Legal and Accounting 18,000 18,000 18,000
Rent 9,600 7,200 7,200
Workman's' Compensation 16,344 16,344 16,344
Liability Insurance 3,000 3,000 3,000
Licenses & Fees 2,000 2,000 2,000
Trade Organizations 2,200 2,200 2,200
Advertising & Promotion 21,800 6,000 6,000
Trucks (2) 43,000 43,000 43,000
Inventory warehouse 500,000 500,000 -
Working Capital 3,000,856 548,055 260,555
--------- --------- --------
Net Proceeds used 3,331,299 $1,193,799 $406,299
</TABLE>
In the event that the minimal amount is not received, the Company will have
to scale back operations and may pursue a rights offering.

Any proceeds received from the subsequent exercise of the A Warrants shall
be used as working capital and to expand operations. Due to the uncertainty
of the timing and amount of actual funds which may be received upon exercise
of the Warrants, no specific breakdown of uses have been established by the
Company. The aggregate amount of proceeds if all of the A Warrants are
exercised is $7,267,140. If all of the A Warrants are exercised, the proceeds
shall be utilized over a four year period.

- -------------------------------------------------------
DILUTION
- -------------------------------------------------------

Dilution. There will be a total of 4,325,000, 3,850,000 and 3,675,000 Common
Shares outstanding, respectively if $3,750,000, $1,375,000 or $500,000 is
raised. This does not include any of the Common Shares which will be issued
upon the subsequent exercise of the A Warrants being registered in this
offering. The following table illustrates the per Share dilution as of the
date of this Prospectus, which may be experienced by investors upon reaching
the various levels as described below.

<PAGE>20

<TABLE>
<CAPTION>
$3,750,000 $1,375,000 $500,000
Raised Raised Raised
---------- ---------- ----------
<S> <C> <C> <C>
Offering price $5.00 $5.00 $5.00

Net tangible book value per
Share before offering $.0055 $.0055 $.0055
Increase per Share
attributable to investors .7693 .3097 .1104
------ ------ ------
Pro Forma net tangible
book value per Common
Share after offering .7748 .3152 .1159
----- ----- -----
Dilution to investors $4.23 $4.68 $4.88
Dilution as a percent of
offering price 84.6% 93.7% 97.7%
</TABLE>
Comparative Per Common Share Data.

Maximum Offering Amount
<TABLE>
<CAPTION>
Total Price
Number of Paid Per Consider-
Shares % Share ation Paid %
<S> <C> <C> <C> <C> <C>
Existing Shareholders 3,575,000 82.66% $.038 $133,510 3.44%
New Investors
of Common Shares 750,000 17.34% $5.00 $3,750,000 96.56%
</TABLE>

The above Includes the 750,000 Common Shares comprised in the B Units but
does not include any Common Shares to be issued upon the exercise of the A
Warrants.

Further Dilution. The Company may issue additional restricted
Common Shares pursuant to private business transactions. Any sales under
Rule 144 after the applicable holding period may have a depressive effect
upon the market price of the Company's Common Shares and investors in
this offering upon conversion. See "SALES OF STOCK PURSUANT TO RULE 144."

- -------------------------------------------------------
THE COMPANY
- -------------------------------------------------------

The Company. The Company was incorporated in the state of Texas on March 18,
1994 under the name of American/National Trucking, Inc. On August 28, 1998,
RC Capital, Inc., a Colorado corporation was merged into the Company.
Pursuant to the Articles of Merger, the name of the Company was changed to
Makepeace Capital Corp. (the "Company"). Prior to this acquisition, the
Company had no significant business activity. At the time of the merger,
there were outstanding 3,500,000 Common Shares and 10,000 Series C Preferred
Shares of the Company. There were 1,000 Common Shares of RC Capital, Inc.
outstanding. These Common Shares were exchanged for 10,000 B Units in the
Company.

RC Capital, Inc. was incorporated in the State of Colorado on July 22, 1997.
RC Capital, Inc. entered the business of soliciting the application of
commercial and residential home improvement products. RC Capital, Inc.
derived a percentage override on all products shipped. The customer base of
RC Capital, Inc. was primarily in the business of new home construction,
commercial building and residential single family home improvement. Revenues
prior to the merger were received exclusively from overrides on material
shipments and retail single family home improvement.

The Company is presently engaged in 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 conducts the business through two divisions, American
Better Homes and Commercial Exterior Consultants. The Company intends to
become a sub-contractor specializing in the application of siding, windows
and vinyl fencing. To facilitate its business and maximize profits, the
Company also intends to warehouse home improvement products for sale to its
customers. The price range of home improvement and construction contracts
ranges from $8,000 to $1,500,000.

<PAGE>21

The country has been experiencing a change from historic methods of siding
construction to vinyl and steel applications at the time of new construction
as well as the improvement of existing single family residences. The
Company intends to take advantage of the move toward these applications by
warehousing product and making the applications of these materials as
contractor to the project.

The Company presently has a base of customers through which it sells its
products and applies home improvement products to new construction. The
Company is also engaged in an aggressive lead generation program through
trade organizations and direct consumer marketing campaigns. The Company
markets its services and products to the homeowner through a staff of
traveling salesmen. Typically home improvement contracts range from $8,000
to a high $25,000.

The Company plans to grow through a variety of mechanisms including but not
limited to direct marketing utilizing newspaper advertising, informational
flyers delivered to the customer in the office, home or through the mails,
direct consumer contact via telephone solicitation, and trade shows.

The Company intends to market its services nationwide.

The Company's principal offices are located at 1660 South Albion Street,
#723, Denver, Colorado 80222. Its telephone number at such address is (303)
753-6512. These offices consist of 404 square feet on a month to month
lease with a lease payment of $491.08 per month.

There are presently outstanding 3,575,000 Common Shares, 1,475,000 A
Warrants, 1,400,000 B Warrants and 1,400,000 C Warrants. As a result, up to
4,325,000 Common Shares will be outstanding upon completion of this Offering.
This does not include any Common Shares which may be issued upon subsequent
exercise of the Class A, B or C Warrants. See "DILUTION", "DESCRIPTION OF
SECURITIES" and "CERTAIN TRANSACTIONS."

Employees. As of the date of this Prospectus, the Company has one full time
and no part time employees. See "RISK FACTORS."

The Company employs the services of sub-contractors to apply the home
improvement products and purchases its products from wholesale warehouse
material suppliers.

Government Regulations. At the present time, there are no pervasive
regulations of the Company's business other than local licensing requirements
for each job.

The Company will, as operations demand, sub-contract the balance of its
personnel through independent contractors or hire additional employees.

Competition. There is significant competition in the construction industry.
The Company competes with established companies and other entities (many of
which possess substantially greater resources than the Company). Almost all
of the companies with which the Company competes are substantially larger,
have more substantial histories, backgrounds, experience and records of
successful operations, greater financial, technical, marketing and other
resources, more employees and more extensive facilities than the Company now
has, or will have in the foreseeable future. It is also likely that other
competitors will emerge in the near future. There is no assurance that the
Company will continue to compete successfully with other established
construction companies. The Company shall compete on the basis of price.
Inability to compete successfully might result in increased costs, reduced
yields and additional risks to the investors herein.

- -------------------------------------------------
BUSINESS ACTIVITIES
- -------------------------------------------------

General. The net proceeds of this Offering will be used for working capital
purposes, including payment of employee compensation and other general and
administrative expenses. The net proceeds of the offering are intended to
be applied over the next six months.

<PAGE>22

The Company is engaged in 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 conducts the business through two divisions, American Better
Homes and Commercial Exterior Consultants. The Business of each of the
divisions is not seasonal to any significant extent.

Through its Division, American Better Homes, the Company generates home
improvement contracts which it then assigns to third party financial
institutions such as First Plus Mortgage, Greentree Financial, Money Store
and Beneficial Finance upon completion of the improvements to be done under
each contract for home improvement. The Company is engaged in the sale and
installation of siding and related exterior home improvement products and
generates potential customers through direct consumer marketing utilizing
newspaper advertising, informational flyers delivered to the home or through
the mails, direct consumer contact via telephone solicitation, and trade
shows. Any customer showing an interest in the application of home
improvement products on their home is immediately called and an appointment
to see the customer is made and assigned to a salesperson. When a customer
has given approval for the application of home improvement product and signed
a contract for the improvements desired, the customer's credit worthiness is
checked and third party financing is arranged, if needed. The home
improvement product which the Company offers to customers is siding, windows,
soffit, facia and related products to install those major items. The
Company's customers pay for the installation of siding and related products
in cash upon completion of the work contracted for. If the customer does
not wish to pay for the work performed out of personal funds, the Company may
arrange for third party installment or revolving financing which the customer
may secure with a mortgage on the property improved. In credit arrangements
through lending institutions, the Company does not assume any credit risk and
receives the full amount of contract price without recourse. Each customer
who enters into a credit arrangement with a third party installment lending
institution is required to deliver to the Company a financing statement and a
mortgage on the property to be improved in order to secure the contract
price. All such financing statements and mortgages are assigned by the
Company to the lending institution. The lending institution furnishing such
financing approves the customer's credit in advance of the job being started
and remits the full amount of the contract price to the Company upon
completion of the work to be performed. This retail home improvement
activity generates mortgages, most of which are second mortgages, to secure
borrowings to pay for the application of home improvement products on single
family residences. Mortgages are graded according to the property owner's
credit with prime mortgages being comprised of those with top credit and sub-
prime being comprised of those with less than perfect credit.

Each home improvement job is accounted for by cost analysis and revenue
produced.

To date, this division has completed 14 projects, all home improvements and
has received a total of $149,115 in revenue.

Upon payment to the Company of the amount agreed upon to perform the
installation of home improvement products, all costs of each job are deducted
with the remainder as profit to the Company. Profits on home improvement
jobs range between 25% to 30%. To date, the Company has built 14 single
family home improvements jobs providing $149,115 in revenue.

Through its division, Commercial Exterior Consultants, the Company generates
commercial home improvement jobs and earns revenues and fees through the
introduction of the contractor to the wholesale home improvement material
supplier. Commercial Jobs are generally of a larger nature such as a new
home construction project involving the construction of numerous homes
simultaneously or large building construction such as an office complex or
business building. The supplier of material is generally a wholesale
warehouse selling to dealers and retail customers. Each contractor has its
own available employees to build the project or the contractor may sub-
contract the work to be completed to entities or persons not in the employ of
the contractor. To date, from August of 1997, this division has delivered
orders for approximately $476,000 in material and $1,428,000 in home
improvement applied products generating 15% to 20% to contractor clients.
The Company earns a percentage override of 5% on material shipments. This
division has completed ten projects and generated revenues from overrides of
$13,800. The Company generates commercial jobs through trade organizations,
trade shows and publications which list major commercial projects about to be
undertaken and invite bids for the project. The Company regularly submits
bids on behalf of its client contractors and aids in securing jobs for those
entities. The Company, upon the successful completion of the offering plans
on being a sub-contractor specializing in the application of siding, windows
and vinyl fencing and shall bid on jobs for its own account thereby

<PAGE>23

permitting the Company to expand its revenues and profit potential. As sub-
contractor, the Company shall perform the work, scheduling all of the
material that may be needed and securing any interim financing which may be
needed. This activity may produce profits for the Company of 15% to 20%
after completion of the work to be performed. Commercial construction
mostly falls in the range of $200,000 to $1,500,000 per job.

- ----------------------------------------------------------------
MANAGEMENT'S DISCUSSION 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 this offering is uncertain. The lack of sales of
this 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 this offering for working capital and to expand
operations. If this 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 offering, this
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 three months ended September 30, 1998, the
Company had revenues from sales of $38,134. The Cost of sales for that same
period was $35,597. For the three months ended September 30, 1998, the
Company had a net loss of $33,570. General and administrative expenses were
$36,045 for the three months ended September 30, 1998 which consisted
primarily of legal expenses of $10,500, office expense of $4,789, other
expenses of $4,935, rent of $2,986, telephone of $3,903, accounting expense
of $3,840 and miscellaneous expense of $5,142.

For the three months ended September 30, 1997, the Company had no revenues.
For the three months ended September 30, 1997, the Company had a net loss of
$17,714. General and administrative expenses were $17,582 for the three
months ended September 30, 1998 which consisted primarily of contract labor
of $8,000, rent of $4,855, telephone of $1,102, office expense of $849,
accounting of $275 and miscellaneous expense of $2,451.

<PAGE>24

For the year ended June 30, 1998 the Company had a net loss of $77,857. The
Company has net sales of $132,365 and cost of sales of $73,497. General and
administrative expenses were $135,677 for the year ended June 30, 1998 which
consisted primarily of advertising ($10,432), commissions to salesman who
sold retail home improvement products ($41,201), product liability, workmen's
compensation (for various locations such as Wyoming) and office insurance
($2,424), legal ($19,585), office expense ($10,834), rent ($17,004),
telephone ($10,504) Officer salary and expenses ($11,435) and other
miscellaneous expenses ($12,218).

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 the 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, 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.

- ---------------------------------------------------------
MANAGEMENT
- ---------------------------------------------------------

Officers and Directors. Pursuant to the Articles of Incorporation, each
Director shall serve until the annual meeting of the stockholders, or until
his successor is elected and qualified. The Company's basic philosophy
mandates the inclusion of directors who will be representative of management,
employees and the minority shareholders of the Company. Directors may only
be removed for "cause". The term of office of each officer of the Company is
at the pleasure of the Company's Board.

The principal executive officers and directors of the Company are as follows:
<TABLE>
<CAPTION>
Name Position Term(s) of Office
<S> <C> <C>
W. Ross C. Corace President, Treasurer July 27, 1998
age 57 Director

Samuel C. Cummings Senior Vice President July 27, 1998
age 46 Secretary, Director

Robert L. Fedelleck Director July 27, 1998
age 54

W. Ross C. Corace has been President, Treasurer and a Director of Makepeace
Capital Corp. since July 27, 1998. Mr. Corace was President, Treasurer and
a Director of RC Capital, Inc., a construction products company, from July
22, 1997 until it was merged into the Company in August, 1998. Mr. Corace
was President of Foxmoor Industries, Ltd., a publicly held corporation in the
business of purchasing and selling home improvement contracts from December
14, 1981 until it was purchased by General Pacific Corp. in June, 1997. Mr.
Corace was President of Commodity Resources, Inc., a publicly held
corporation in the heating business, from September 7, 1977 until completion
of its merger with Tri-Valley Oil and Gas Company in July 1981. From 1994
to present, Mr. Corace has served as President of Meadow Run Farm, Inc., a

<PAGE>25

privately held forest products company. From 1974 to present, Mr. Corace has
served as President of Medusa Management Corp., a privately held investment
company. Mr. Corace received a BBA degree in Business Administration from
Ohio University in 1963.

Samuel C. Cummings has been Senior Vice President, Secretary and a Director
of Makepeace Capital Corp. since July 27, 1998. Mr. Cummings was Senior
Vice President, Secretary and a Director of RC Capital, Inc., a construction
products company, from July 22, 1997 until it was merged into the Company in
August, 1998. Mr. Cummings was General Manager for America's Siding
Wholesale, a home improvement products wholesaler, from March 1997 to June
1997. Mr. Cummings was territory manager for Kaycan Building Products, a
manufacturer of vinyl siding from September 1996 to March 1997. Mr.
Cummings was general manager for J.E.H. Enterprises, a home improvement
products wholesaler from August 1994 to June 1997. Mr. Cummings was factory
sales representative for Heartland Building products, a manufacturer of vinyl
siding, from January 1993 to June 1994. Mr. Cummings attended San Antonio
College with a major in Business Administration.

Robert L. Fedelleck. Mr. Fedelleck has been a Director of Makepeace Capital
Corp. since July 27, 1998. Mr. Fedelleck was a Director of RC Capital, Inc.,
a construction products company, from January 2, 1998 until it was merged
into the Company in July, 1998. From May of 1998 to present, Mr. Fedelleck
has been vice-president of Professional Siding, Inc., a Denver based
commercial siding and window company. From 1971 to May, 1998, Mr. Fedelleck
was President and sole owner of Three Crowns Distributing, Inc., a Denver
based retail home improvement siding and window company. Mr. Fedelleck
received his high school diploma from Central High School in Grand Junction,
Colorado.

SUMMARY COMPENSATION TABLE

</TABLE>
<TABLE>
<CAPTION> Long Term Compensation
Annual Compensation Awards Payouts
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other All
Name Annual Restricted LTIP Other
and Compen- Stock Options/ Pay- Compen-
Principal Salary Bonus sation Awards SARs Outs sation
Position(1) Year ($) ($) ($) ($) ($) ($) ($)

W. Ross C. Corace
President/CEO 1998 - - - - - - -

Samuel Cummings
Secretary 1998 $52,000 - - - - - -
</TABLE>

Board of Directors Compensation. Members of the Board of Directors will
receive $500 per meeting if said Directors are not separately compensated by
the Company and will be required to attend a minimum of four meetings per
fiscal year. All expenses for meeting attendance or out of pocket expenses
connected directly with their Board representation will be reimbursed by the
Company. Director liability insurance may be provided to all members of the
Board of Directors. The Company has not yet obtained such insurance and does
not have any specifics for available cost and coverage. The Company does
not have a specific time frame to obtain the insurance. No differentiation
is made in the compensation of "outside directors" and those officers of the
Company serving in that capacity.

Conflicts of Interest Policy. The Company has adopted a policy that any
transactions with directors, officers or entities of which they are also
officers or directors or in which they have a financial interest, will only
be on terms consistent with industry standards and approved by a majority of
the disinterested directors of the Company's Board of Directors. The Bylaws
of the Company provide that no such transactions by the Company shall be
either void or voidable solely because of such relationship or interest of
directors or officers or solely because such directors are present at the
meeting of the Board of Directors of the Company or a committee thereof which
approves such transactions, or solely because their votes are counted for
such purpose if: (i) the fact of such common directorship or financial
interest is disclosed or known by the Board of Directors or committee and
noted in the minutes, and the Board or committee authorizes, approves or
ratifies the contract or transaction in good faith by a vote for that purpose
without counting the vote or votes of such interested directors; or (ii) the
fact of such common directorship or financial interest is disclosed to or
known by the shareholders entitled to vote and they approve or ratify the

<PAGE>26

contract or transaction in good faith by a majority vote or written consent
of shareholders holding a majority of the Common Shares entitled to vote (the
votes of the common or interested directors or officers shall be counted in
any such vote of shareholders), or (iii) the contract or transaction is fair
and reasonable to the Company at the time it is authorized or approved. In
addition, interested directors may be counted in determining the presence of
a quorum at a meeting of the Board of Directors of the Company or a committee
thereof which approves such transactions.

Indemnification. The Company shall indemnify to the fullest extent permitted
by, and in the manner permissible under the laws of the State of Texas,
any person made, or threatened to be made, a party to an action or
proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that he is or was a director or officer of the Company, or
served any other enterprise as director, officer or employee at the request
of the Company. The Board of Directors, in its discretion, shall have the
power on behalf of the Company to indemnify any person, other than a director
or officer, made a party to any action, suit or proceeding by reason of the
fact that he/she is or was an employee of the Company.

Pursuant to the Company's bylaws, the Company shall have the right to
indemnify , to purchase indemnity insurance for, and to pay and advance
expenses to, Directors, Officers and other persons who are eligible for, or
entitled to, such indemnification, payments or advances, in accordance with
and subject to the provisions of The Texas Business Corporation Act and any
amendments thereto, to the extent such indemnification, payments or advances
are either expressly required by such provisions or are expressly authorized
by the Board of Directors within the scope of such provisions. The right of
the Company to indemnify such persons shall include, but not be limited to,
the authority of the Company to enter into written agreements for
indemnification with such persons.

Subject to the provisions of Texas Revised Civil Statues and any
amendments thereto, a Director of the Corporation shall not be liable to the
Corporation or its shareholders for monetary damages for an act or omission
in the Director's capacity as a Director, except that this provision does not
eliminate or limit the liability of a Director to the extent the Director is
found liable for:
1) a breach of the Director's duty of loyalty to the Corporation or its
shareholders;
2) an act or omission not in good faith that constitutes a breach of duty of
the Director to the Corporation or an act or omission that involves
intentional misconduct or a knowing violation of the law;
3) A transaction from which the Director received an improper benefit,
whether or not the benefit resulted from an action taken within the scope of
the Director's office; or
4) an act or omission for which the liability of a Director is expressly
provided by an applicable statute.

Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceedings) is asserted by such director, officer, or controlling person in
connection with any securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issues.
INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE COMPANY FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE AGAINST
PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION AND IS THEREFORE
UNENFORCEABLE.

- ------------------------------------------------------
CERTAIN TRANSACTIONS
- ------------------------------------------------------

Merger with RC Capital, Inc. On August 28, 1998, RC Capital, Inc., a Colorado
corporation was merged into the Company. Prior to this acquisition, the
Company had no significant business activity. At the time of the merger,
there were 1,000 Common Shares of RC Capital, Inc. outstanding held by Geneva
A. Corace, wife of the current Company's president. These Common Shares were

<PAGE>27

exchanged for 10,000 B Units in the Company. Just prior to the merger,
Gencorp Enterprises, Inc. purchased 3,200,000 Common Shares and 10,000
Preferred Shares of the Company or 91.43% of the outstanding common stock
from its principal shareholder, Associates Consulting Group for $30,000. Mr.
W. Ross C. Corace is not an officer or director or principal shareholder of
Gencorp Enterprises, Inc. At the time the change of control and subsequent
merger were originally negotiated, there was not any relationship between the
Company (or its management or principal security holders) and RC Capital,
Inc. (or its management or principal security holders).

Preferred Shares retired. In August 1998, Gencorp Enterprises, Inc., a
company controlled by Geneva A. Corace, wife of W. Ross C. Corace, agreed to
return 10,000 Series C Preferred Shares to the treasury of the Company.
These Preferred Shares represented the right to vote 50% of all shares in a
vote of directors. This was based on a business decision of Gencorp
Enterprises, Inc. that it already had control and wanted to simplify the
outstanding capital structure of the Company. These 10,000 Series C Preferred
Shares have been canceled on the books and records of the Company.

During the year ended June 30, 1998, the Company (on a proforma basis)
received gross cash working capital advances from W. Ross C. Corace, its
president amounting to $41,612 and made cash repayments of the advances
aggregating $37,346. The balance of the advances at September 30, 1998
amounted to $7,216 and is being repaid currently without interest. These
advances were used for commissions to salesmen who sold retail home
improvement products ($41,201) and miscellaneous expenses ($411).

During the year ended June 30, 1998, the Company (on a proforma basis)
received gross cash working capital advances from Meadow Run Farm, Inc., an
entity controlled by the Company's president, amounting to $155,591. The
balance of the advances outstanding at September 30, 1998 is $55,591 and is
expected to be repaid currently without interest. These advances were used
for general and administrative expenses consisting of advertising ($40,432),
product liability, workmen's compensation and office insurance ($2,424),
legal $(19,585), office expense ($10,934), rent ($17,004), telephone($411)
and cash repayments of advances to its president, W. Ross C. Corace ($37,346)
leaving a balance of $57,220 as cash in the bank.

Additionally, during the year ended June 30, 1998, the Company, (on a
proforma basis) made a $9,000 cash advance to Medusa Management, an entity
controlled by the Company's president. The $9,000 balance of the
uncollateralized advance has been offset from loan payable - officers for the
quarter ended September 30, 1998.

Joint Venture Agreement with Officer and Director. On August 7, 1997, RC
Capital entered into a joint venture agreement with Sam Cummings, an officer
and director of the Company. Pursuant to the agreement, Mr. Cummings
provides services relating to the home improvement business and application
of siding. The agreement may be terminated at any time upon mutual agreement
of the parties. RC Capital agreed to fund its division, Commercial Exterior
Consultants, with $25,000 in consideration of duties to be perform by Mr.
Cummings. Said investment of $25,000 plus any additional investment
entitles RC Capital to the direct payment of 50% of profits of its division,
Commercial Exterior Consultants, excluding Mr. Cummings salary. Any capital
contributed in excess of $25,000 is to be returned before distribution of
profits. Mr. Cummings and the Company have verbally agreed to terminate the
agreement upon the conclusion of the primary offering and execute a three
year employment contract with Mr. Cummings. At this point, the Company will
receive 100% of any profits generated from its division, Commercial Exterior
Consultants.

Independent Contractor Agreement. On May 1, 1998, Commercial Exterior
Consultants, Sam Cummings and U.S. Building Supply, Inc. entered into an
independent contractor agreement. Mr. Cummings is an officer and director
of the Company. Pursuant to the agreement, Mr. Cummings works as a
consultant in the aiding and assisting in the bidding and procurement of the
sale of building materials, windows and related products, to contractors,
builders and remodelers, specifically, but not limited to large building
projects. Mr. Cummings works an average of 20 hours per week pursuant to
this agreement. The term of the agreement commenced May 1, 1998 and ends on
May 1, 1999. A term of an additional year may be mutually agreed to by the
parties. U.S. Building Supply, Inc. paid Commercial Exterior Consultants a
$4,000 retainer and pays 5% of any and all collected gross sales that
maintain a minimum of 15% gross profits or more. Commercial Exterior
Consultants is charged back for any gross sales not collected by the Company
in a reasonable amount of time.

<PAGE>28

- ----------------------------------------------------------------
PRINCIPAL SHAREHOLDERS
- ----------------------------------------------------------------

There are currently 3,575,000 Common Shares outstanding. The following
tabulates holdings of shares of the Company by each person who, subject to
the above, at the date of this Memorandum, holds of record or is known by
Management to own beneficially more than 5.0% of the Common Shares and, in
addition, by all directors and officers of the Company individually and as a
group.

COMMON SHAREHOLDINGS
- ---------------------
Shareholdings at Date of
This Memorandum
<TABLE>
<CAPTION>
Percentage of
Outstanding
Shares as
Adjusted
to Reflect
Percentage Conclusion
Number & Class Prior to of the
Name and Address of Shares(1) Offering Offering

W. Ross C Corace 100,000 2.80% 2.45%
1570 S. York Street 3,118,796(2) 87.24% 76.53%
Denver, Colorado 80210 10,000(3) .28% .25%
446,572(3) (3) .05%
50,000(4) 1.40% 0%
50,000(4) (4) 0%

Geneva A. Corace(2)(3) 10,000(3) .28% .25%
1570 S. York Street 3,118,796(2) 87.24% 76.53%
Denver, Colorado 80210 100,000(2) 2.80% 2.45%
446,572(2) (2) .05%

Samuel C. Cummings 25,000 .70% .61%
2040 S. Oneida Street
Suite 100
Denver, Colorado 80224

Robert L. Fedelleck 20,000 .56% .49%
318 S. 24th Avenue
Brighton, Colorado 80601

Gencorp Enterprises, Inc.(3) 3,118,796(2) 87.24% 76.53%
1660 South Albion Street, #723
Denver, Colorado 80222

Meadow Run Farm, Inc. 50,000(1) 1.40% 0%

All Officers and Directors
as a Group (3 persons) 3,273,796 91.57% 80.34%
</TABLE>

(1) Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared voting
power (including the power to vote or direct the voting) and/or sole or
shared investment power (including the power to dispose or direct the
disposition) with respect to a security whether through a contract,
arrangement, understanding, relationship or otherwise. Unless otherwise
indicated, each person indicated above has sole power to vote, or dispose or
direct the disposition of all shares beneficially owned, subject to
applicable community property laws.

(2) Gencorp Enterprises, Inc. is controlled by Geneva A. Corace, wife of W.
Ross C. Corace, the Company's President. As a result, Mr. Corace and Geneva
A. Corace would be deemed to be the beneficial owners of these Common Shares.
The shares underlying the A Warrants are exercisable within 60 days and are
deemed beneficially owned by their holder. Assuming all of the 446,572 B
Warrants and 446,572 C Warrants owned by Gencorp Enterprises, Inc. were
exercised, Gencorp Enterprises, Inc. would directly own 4,011,940 Common

<PAGE>29

Shares (45.33%). Geneva A. Corace and W. Ross C. Corace would indirectly
and directly own a total of 4,121,940 Common Shares or .46.58% of the then
outstanding 8,850,000 Common Shares assuming all A, B and C Warrants were
exercised.

(3) Geneva A. Corace is wife of W. Ross C. Corace, the Company's president.
As a result, Mr. Corace would be deemed to be the beneficial owner of these
Common Shares. The shares underlying the A Warrants are exercisable within
60 days and are deemed beneficially owned by their holder. Assuming all of
the 10,000 A Warrants owned by Geneva A. Corace were exercised, Geneva A.
Corace and W. Ross C. Corace would indirectly and directly own a total of
4,171,940 Common Shares or .47.14% of the then outstanding 8,850,000 Common
Shares assuming all A, B and C Warrants were exercised.

(4) Meadow Run Farms, Inc. is controlled by W. Ross. C. Corace, the Company's
president. As a result, Mr. Corace would be deemed to be the beneficial
owner of 50,000 Common Shares and 50,000 A Warrants held by Meadow Run Farms,
Inc. Assuming all of the 50,000 A Warrants were exercised W. Ross C. Corace
would indirectly and directly own a total of 4,171,940 or 47.14% of the then
outstanding 8,850,000 Common Shares assuming all A, B and C Warrants were
exercised

There are currently 1,475,000 A Warrants outstanding. The following
tabulates holdings of A Warrants of the Company by each person who, subject
to the above, at the date of this Memorandum, holds of record or is known by
Management to own beneficially more than 5.0% of the A Warrants and, in
addition, by all directors and officers of the Company individually and as a
group.

A WARRANT HOLDINGS
- -------------------
<TABLE>
<CAPTION>
Percentage of
Outstanding
Shares as
Adjusted
to Reflect
Percentage Conclusion
Number of prior to of the
Name and Address A Warrants(1) Offering Offering

W. Ross C Corace
1570 S. York Street 446,572(1) 30.28% 22.61%
Denver, Colorado 80210 10,000(2) .68% .51%
50,000(3) 29.50 0%

Geneva A. Corace 10,000 .68% .51%
1570 S. York Street 446,572(1) 30.28% 22.61%
Denver, Colorado 80210

Samuel C. Cummings 0 0% 0%
2040 S. Oneida Street, Suite 100
Denver, Colorado 80224

Robert L. Fedelleck
318 S. 24th Avenue 0 0% 0%
Brighton, Colorado 80601

Gencorp Enterprises, Inc. 446,572 30.28% 22.61%
1660 South Albion Street, #723
Denver, Colorado 80222

Lorain Capital Corp. 597,436 40.50% 0%
2618 SW 23rd Terrace, Suite 102 355,992(4) 24.14% 0%
Fort Lauderdale, FL 33312

American Prepaid
Legal Services, Inc. 355,992 24.14% 0%
2618 SW 23rd Terrace, Suite 102 597,436(4) 40.50% 0%
Fort Lauderdale, FL 33312

All Officers and Directors
as a Group (3 persons) 456,572(1) 30.86% 23.12%
</TABLE>

<PAGE>30

(1) Gencorp Enterprises, Inc. is controlled by Geneva A. Corace, wife of W.
Ross C. Corace, the Company's President. As a result, Mr. Corace and Geneva
A. Corace would be deemed to be the beneficial owners of these A Warrants.

(2) Geneva A. Corace is the wife of W. Ross C. Corace, the Company's
president. As a result, Mr. Corace would be deemed to be the beneficial owner
of the A Warrants.

(3)Meadow Run Farms, Inc. is controlled by W. Ross. C. Corace, the Company's
president. As a result, Mr. Corace would be deemed to be the beneficial
owner of the A Warrants.

(4)Lorain and American have common officer and director and would be deemed a
"group" as used in Item 403 of Regulation SB of the Securities Act of 1933.

B WARRANT HOLDINGS
- -------------------

There are currently 1,400,000 B Warrants outstanding. The following
tabulates holdings of B Warrants of the Company by each person who, subject
to the above, at the date of this Memorandum, holds of record or is known by
Management to own beneficially more than 5.0% of the B Warrants and, in
addition, by all directors and officers of the Company individually and as a
group.
<TABLE>
<S> <C> <C> <C>
W. Ross C Corace
1570 S. York Street 446,572(1) 31.90% 31.90%
Denver, Colorado 80210

Geneva A. Corace(2)(3) 446,572(1) 31.90% 31.90%
1570 S. York Street
Denver, Colorado 80210

Samuel C. Cummings 0 0% 0%
2040 S. Oneida Street
Suite 100
Denver, Colorado 80224

Robert L. Fedelleck
318 S. 24th Avenue 0 0% 0%
Brighton, Colorado 80601

Gencorp Enterprises, Inc.(2) 446,572(1) 31.90% 31.90%
1660 South Albion Street, #723
Denver, Colorado 80222

Lorain Capital Corp. 597,436 42.67% 42.67%
2618 SW 23rd Terrace, Suite 102 355,992(3) 25.43% 25.43%
Fort Lauderdale, FL 3331

American Prepaid
Legal Services, Inc. 355,992 25.43% 25.43%
2618 SW 23rd Terrace, Suite 102 597,436(3) 42.67% 42.67%
Fort Lauderdale, FL 33312

All Officers and Directors
as a Group (3 persons) 446,572 31.90% 31.90%
</TABLE>

(1) Geneva A. Corace is wife of W. Ross C. Corace, the Company's president.
As a result, Mr. Corace would be deemed to be the beneficial owner of the B
Warrants.

<PAGE>31

(3)Lorain and American have common officer and director and would be deemed a
"group" as used in Item 403 of Regulation SB of the Securities Act of 1933.

C WARRANT HOLDINGS
- -------------------

There are currently 1,400,000 C Warrants outstanding. The following
tabulates holdings of C Warrants of the Company by each person who, subject
to the above, at the date of this Memorandum, holds of record or is known by
Management to own beneficially more than 5.0% of the C Warrants and, in
addition, by all directors and officers of the Company individually and as a
group.

<TABLE>
<S> <C> <C> <C>
W. Ross C Corace
1570 S. York Street 446,572(1) 31.90% 31.90%
Denver, Colorado 80210

Geneva A. Corace(2)(3) 446,572(1) 31.90% 31.90%
1570 S. York Street
Denver, Colorado 80210

Samuel C. Cummings 0 0% 0%
2040 S. Oneida Street
Suite 100
Denver, Colorado 80224

Robert L. Fedelleck
318 S. 24th Avenue 0 0% 0%
Brighton, Colorado 80601

Gencorp Enterprises, Inc.(3) 446,572(1) 31.90% 31.90%
1660 South Albion Street, #723
Denver, Colorado 80222

Lorain Capital Corp. 597,436 42.67% 42.67%
2618 SW 23rd Terrace, Suite 102 355,992(4) 25.43% 25.43%
Fort Lauderdale, FL 33312

American Prepaid
Legal Services, Inc. 355,992 25.43% 25.43%
2618 SW 23rd Terrace, Suite 102 597,436(4) 42.67% 42.67%
Fort Lauderdale, FL 33312

All Officers and Directors
as a Group (3 persons) 446,572 31.90% 31.90%
</TABLE>

(2) Geneva A. Corace is wife of W. Ross C. Corace, the Company's president.
As a result, Mr. Corace would be deemed to be the beneficial owner of the C
Warrants.

(3)Meadow Run Farms, Inc. is controlled by W. Ross. C. Corace, the Company's
president. As a result, Mr. Corace would be deemed to be the beneficial
owner of the C Warrants.

(4)Lorain and American have common officer and director and would be deemed a
"group" as used in Item 403 of Regulation SB of the Securities Act of 1933.

- ----------------------------------------------------------
SHARES ELIGIBLE FOR FUTURE SALE
- ----------------------------------------------------------

The Company currently has 3,575,000 shares of Common Stock outstanding. Of
these, 3,063,796 Common Shares will be "restricted securities" after the
offering and may be sold in compliance with Rule 144 adopted under the
Securities Act of 1933, as amended. Other securities may be issued, in the
future, in private transactions pursuant to an exemption from the Securities
Act. Rule 144 provides, in essence, that a person who has held restricted

<PAGE>32

securities for a period of two years may sell every three months in a
brokerage transaction or with a market maker an amount equal to the greater
of 1% of the Company's outstanding shares or the average weekly trading
volume, if any, of the shares during the four calendar weeks preceding the
sale. The amount of "restricted securities" which a person who is not an
affiliate of the Company may sell is not so limited. Nonaffiliates may each
sell without limitation shares held for three years. The Company will make
application for the listing of its Shares in the over-the-counter market.
Sales under Rule 144 may, in the future, depress the price of the Company's
Shares in the over-the-counter market, should a market develop. Prior to
this offering there has been no public market for the Common Stock of the
Company. The effect, if any, of a public trading market or the availability
of shares for sale at prevailing market prices cannot be predicted.
Nevertheless, sales of substantial amounts of shares in the public market
could adversely effect prevailing market prices.

- ----------------------------------------------------------
MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
- ----------------------------------------------------------

Prior to this Offering, there has been no market for the Company's common
stock. Upon successful completion of this offering, the Company intends to
apply to have its common stock traded on the OTC Bulletin Board. If the
Company is not accepted on the OTC Bulletin Board, the Company will list its
Common Shares on the pink sheets.

Holders. The approximate number of holders of record of the Company's .001
par value common stock, as of December 31, 1998 was twelve.

Dividends. Holders of the Company's common stock are entitled to receive
such dividends as may be declared by its Board of Directors.

Broker-Dealer Sales of Company Securities. Until the Company successfully
obtains a listing on the NASDAQ quotation system, if ever, the Company's
securities may be covered by Rule 15g-2 under the Securities Exchange Act of
1934 that imposes additional sales practice requirements on broker-dealers
who sell such securities to persons other than established customers and
accredited investors (generally institutions with assets in excess of
$5,000,000 or individuals with net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse). For
transactions covered by the rule, the broker-dealer must make a special
suitability determination of the purchaser and have received the purchaser's
written agreement to the transaction prior to the sale. In order to approve
a person's account for transactions in designated securities, the broker or
dealer must (i) obtain information concerning the person's financial
situation, investment experience and investment objectives; (ii) reasonably
determine, based on the information required by paragraph (i) that
transactions in designated securities are suitable for the person and that
the person has sufficient knowledge and experience in financial matters that
the person reasonably may be expected to be capable of evaluating the rights
of transactions in designated securities; and (iii) deliver to the person a
written statement setting forth the basis on which the broker or dealer made
the determination required by paragraph (ii) in this section, stating in a
highlighted format that it is unlawful for the broker or dealer to effect a
transaction in a designated security subject to the provisions of paragraph
(ii) of this section unless the broker or dealer has received, prior to the
transaction, a written agreement to the transaction from the person; and
stating in a highlighted format immediately preceding the customer signature
line that the broker or dealer is required to provide the person with the
written statement and the person should not sign and return the written
statement to the broker or dealer if it does not accurately reflect the
person's financial situation, investment experience and investment objectives
and obtain from the person a manually signed and dated copy of the written
statement. A designated security means any equity security other than a
security (i) registered, or approved for registration upon notice of
issuance on a national securities exchange that makes transaction reports
available pursuant to 17 CFR 11Aa3-1 (ii) authorized or approved for
authorization upon notice of issuance, for quotation in the NASDAQ system;
(iii) that has a price of five dollars or more or . . . (iv) whose issuer has
net tangible assets in excess of $2,000,000 demonstrated by financial
statements dated less than fifteen months previously that the broker or
dealer has reviewed and has a reasonable basis to believe are true and
complete in relation to the date of the transaction with the person.
Consequently, the rule may affect the ability of broker-dealers to sell the
Company's securities and also may affect the ability of purchasers in this
Offering to sell their shares in the secondary market.

<PAGE>33

The Company's securities will likely trade below $5.00 and such securities
will be subject to the penny stock rules discussed above.

- --------------------------------------------------------------
DESCRIPTION OF SECURITIES
- ---------------------------------------------------------------

Qualification. The following statements constitute brief summaries of the
Company's Certificate of Incorporation and Bylaws, as amended. Such
summaries do not purport to be complete and are qualified in their entirety
by reference to the full text of the Certificate of Incorporation and Bylaws.

The Company's articles of incorporation authorize it to issue up to
100,000,000 Common Shares. Shares of common stock purchased in this
offering will be fully paid and non-assessable.

Common Stock. There are presently outstanding 3,575,000 Common Shares. As a
result, up to 4,325,000 Common Shares will be outstanding upon completion of
this Offering.

Holders of Common Shares of the Company are entitled to cast one vote for
each share held at all shareholders meetings for all purposes. There are no
cumulative voting rights. Upon liquidation or dissolution, each outstanding
Common Share will be entitled to share equally in the assets of the Company
legally available for distribution to shareholders after the payment of all
debts and other liabilities. Common Shares are not redeemable, have no
conversion rights and carry no preemptive or other rights to subscribe to or
purchase additional Common Shares in the event of a subsequent offering. All
outstanding Common Shares are, and the shares offered hereby will be when
issued, fully paid and non-assessable.

There are no limitations or restrictions upon the rights of the Board of
Directors to declare dividends out of any funds legally available therefor.
The Company has not paid dividends to date and it is not anticipated that any
dividends will be paid in the foreseeable future. The Board of Directors
initially may follow a policy of retaining earnings, if any, to finance the
future growth of the Company. Accordingly, future dividends, if any, will
depend upon, among other considerations, the Company's need for working
capital and its financial conditions at the time.

Preferred Stock. The Company is authorized to issue 20,000,000 shares of
preferred stock, par value of $.001. The preferred stock is divided into
Series A, Series B and Series C preferred stock which shall have all the same
rights and privileges except voting rights as expressly set forth below:

Series A preferred shares which consist of 10,000,000 shares, have no
voting rights.

Series B preferred shares which consist of 9,990,000 shares, have no
voting rights.

Series C preferred shares which consist of 10,000 shares, are entitled to
vote fifty (50% percent of the stockholder voting rights. Each holder of
preferred stock, Series C, shall be entitled to one vote for each share of
preferred stock, Series C, held.

Authorized stock may be issued from time to time without action by the
stockholders for such consideration as may be fixed from time to time by the
Board of Directors, and shares so issued, the consideration for which have
been paid or delivered, shall be deemed fully paid stock and the holder of
such shares shall not be liable for any further payment thereon.

The capital stock of the Company, after the amount of the subscription price
or par value has been paid in full, shall not be subject to assessment to pay
debts of the Company and no paid up stock and no stock issued as fully paid
shall ever be accessible or assessed and the Articles of Incorporation shall
not be amended in this particular.

B Units. The Company has authorized the issuance of 860,000 B Units. There
are currently outstanding 75,000 B Units. Each B Unit consists of One
Common Share of the Company and one A Warrant.

Warrants. The Company authorized the issuance of 2,260,000 A Warrants,
1,400,000 B Warrants and 1,400,000 C Warrants. There are currently
outstanding, 1,475,000 A Warrants, 1,400,000 B Warrants and 1,400,000 C
Warrants. The A Warrants are exercisable into one common share at the
purchase price of $5.00. The A Warrants shall be exercisable for a period

<PAGE>34

of four years after registration with the Securities and Exchange Commission
and shall be redeemable by the Company at $.001 per A Warrant upon thirty
days notice. The B Warrants are exercisable into one common share at the
purchase price of $7.50. The B Warrants shall be exercisable for a period
of four years after registration with the Securities and Exchange Commission
and shall be redeemable by the Company at $.001 per B Warrant upon thirty
days notice. The C Warrants are exercisable into one common share at the
purchase price of $10.00. The C Warrants shall be exercisable for a period
of four years after registration with the Securities and Exchange Commission
and shall be redeemable by the Company at $.001 per C Warrant upon thirty
days notice.

Transfer Agent. Signature Stock Transfer, Inc. acts as transfer agent for
the Company.

- -----------------------------------------------------------
LEGAL MATTERS
- -----------------------------------------------------------

The due issuance of the Common Shares offered hereby will be opined upon for
the Company by J. M. Walker, Attorney-At-Law, in which opinion Counsel will
rely on the validity of the Certificate and Articles of Incorporation issued
by the State of Texas, as amended and the representations by the
management of the Company that appropriate action under Texas law has
been taken by the Company.

- --------------------------------------------------------
LEGAL PROCEEDINGS
- --------------------------------------------------------

The Company is not involved in any legal proceedings as of the date of this
Prospectus.

- --------------------------------------------------------
EXPERTS
- --------------------------------------------------------

The audited financial statements included in this Prospectus have been so
included in reliance on the report of James E. Scheifley and Associates,
P.C., Certified Public Accountants, on the authority of such firm as experts
in auditing and accounting.

- --------------------------------------------------------
INTERESTS OF NAMED
EXPERTS AND COUNSEL
- --------------------------------------------------------

None of the experts or counsel named in the Prospectus are affiliated with
the Company.

<PAGE>35

- --------------------------------------------------------
FINANCIAL STATEMENTS
- --------------------------------------------------------

Index to Financial Statements

Independent Auditor's Report dated August 28, 1998
Balance Sheet for the year ended June 30, 1998 and
September 30, 1998 (unaudited)
Statement of Operations for Year Ended June 30, 1998 and the three months
ended September 30, 1998 and 1997
Statement of Changes in Stockholders' Equity For the Year ended June 30, 1998
and the three months ended September 30, 1998
Statements of Cash Flows For the Years Ended June 30, 1998 and 1997
and For the three months ended September 30, 1998 and 1997
Notes to Financial Statements

<PAGE>36

INDEPENDENT AUDITOR'S REPORT

Board of Directors and Shareholders
Makepeace Capital, Inc.
(formerly RC Capital, Inc.)

We have audited the balance sheet of Makepeace Capital, Inc. as of June
30, 1998, and the related statements of operations, changes in
stockholders' equity, and cash flows for the year ended June 30, 1998.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above, present
fairly, in all material respects, the financial position of Makepeace
Capital, Inc. as of June 30, 1998, and the results of its operations and
cash flows for year ended June 30, 1998, in conformity with generally
accepted accounting principles.

James E. Scheifley & Associates, P.C.
Certified Public Accountants

Denver, Colorado
August 28, 1998

<PAGE>37

Makepeace Capital Corp.
(formerly RC Capital, Inc.)
Balance Sheets
<TABLE>
June 30, 1998 September 30, 1998
ASSETS (Unaudited)
<S> <C> <C>
Current assets:
Cash $ 57,220 $ 36,269
Accounts receivable, related party 9,000 30,000
---------- ---------
Total current assets 66,269 66,269

Property and equipment, at cost, net of
accumulated depreciation of $4,025 17,951 16,847

Deferred offering costs - 5,370
Deposits 35,000 5,600
Organization costs, net of amortization of $292 1,458 1,371
---------- --------
$ 120,629 $ 95,457
LIABILITIES AND STOCKHOLDERS' EQUITY ========== ========
Current liabilities:
Current portion of long-term debt $ 2,430 $ 2,430
Notes payable 15,000 -
Accounts payable 4,181 4,181
Loan payable - related party 155,591 55,591
Loan payable - officer 13,266 7,216
--------- -------
Total current liabilities 190,468 69,418

Long-term debt 7,018 6,466

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 10 3,575
Additional paid in capital 990 127,425
Accumulated deficit (77,857) (111,427)
--------- -------
(76,857) 19,573
$ 120,629 $ 95,457
========= ========
</TAB>E

See accompanying notes to financial statements.

<PAGE>38

Makepeace Capital Corp.
(formerly RC Capital, Inc.)
Statements of Operations

</TABLE>
<TABLE>
<CAPTION>
Three Months Three Months
Year Ended Ended Ended
June 30, September 30, September 30,
1998 1998 1997
(Unaudited) (Unaudited)
<S> <C> <C> <C>
Sales $ 132,365 $ 38,134 $ -
Cost of sales 73,497 35,597 -
---------- ---------- ----------
Gross profit 58,868 2,537 -

Other costs and expenses:
General and administrative 135,677 36,045 17,582
---------- ---------- ----------
(Loss) from operations (76,809) (33,508) (17,582)

Other income and (expense):
Interest income 80 335 -
Interest expense (1,125) (397) (132)
---------- ---------- ----------
(1,048) (62) (132)
---------- ---------- ----------

(Loss) before income taxes (77,857) (33,570) (17,714)
Provision for income taxes - - -
---------- ---------- ----------
Net (loss) $ (77,857) $ (33,570) $ (17,714)
========== ========== ==========
Per share data
Basic loss per share $ (7,78) $ (.01) $ (1.77)
========== ========== ==========

Weighted average shares outstanding 10,000 2,365,000 10,000
========== ========== ==========

</TABLE>

See accompanying notes to financial statements.

<PAGE>39

Makepeace Capital Corp.
(formerly RC Capital, Inc.)
Statement of Changes in Stockholders' Equity
For the Year Ended June 30, 1998
and Three Months Ended September 30, 1998
<TABLE>
<CAPTION>
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital (Deficit) Total
<S> <C> <C> <C> <C>
Balance at inception, July 22, 1997 - $ - $ - $ - $ -

Common stock sold for cash 10,000 10 990 - 1,000

Net (loss) for the year - - - (77,857) (77,857)
-------- -------- -------- --------- --------
Balance, June 30, 1998 10,000 10 990 (77,857) (76,857)

(Unaudited)
Reorganization of RC Capital, Inc.
by merger with Makepeace Capital 3,500,000 3,500 (3,500)

Conversion of notes payable 7,500 8 14,992 15,000

Conversion of related party note 50,000 50 99,950 100,000

Common stock sold for cash 7,500 7 14,993 15,000

Net (loss) for the quarter (33,570) (33,570)
-------- -------- -------- --------- --------
Balance, September 30, 1998 3,575,000 $ 3,575 $127,425 $(111,427) $ 19,573
========= ======== ======== ========= ========

See accompanying notes to financial statements.

<PAGE>40

Makepeace Capital Corp.
(formerly RC Capital, Inc.)
Statements of Cash Flows
Three Months Three Months
Year Ended Ended Ended
June 30, September 30, September 30,
1998 1998 1997
(Unaudited) (Unaudited)

Net income (loss) $ (77,857) $ (33,570) $ (17,714)
Adjustments to reconcile net income
(loss) to net cash provided by
(used in) operating activities:
Depreciation and amortization 4,317 1,104 996
Changes in assets and liabilities:
(Decrease) increase in other assets - (513) -
Increase (decrease) in accounts payable 4,181 - -
--------- --------- ---------
Total adjustments 8,498 591 996
--------- --------- ---------

Net cash (used in)
operating activities (69,359) (32,979) (16,718)

Cash flows from investing activities:
Increase in deposits (35,000) - -
Payment of organization costs (1,750) - -
Loan to related party (9,000) (1,200)
Acquisition of plant and equipment (10,870) (10,601)
--------- --------- ---------
Net cash (used in) investing activities (56,620) - (11,801)

Cash flows from financing activities:
Repayment of long-term debt (1,658) (552) (174)
Proceeds from the sale of common stock 1,000 15,000 -
Increase in deferred offering costs - (5,370) -
Proceeds from notes payable 15,000 - -
Advances from related party 155,591 - 32,142
Repayment of related party advances - 2,950 -
Advances from officer 13,266 - -
--------- --------- ---------
Net cash provided by
financing activities 183,199 12,028 31,968
--------- --------- ---------
Increase (decrease) in cash 57,220 (20,951) 3,449
Cash and cash equivalents,
beginning of period - 57,220 -
--------- --------- ---------
Cash and cash equivalents,
end of period $ 57,220 $ 36,269 $ 3,449
========== ========= =========

</TABLE>

See accompanying notes to financial statements.

<PAGE>41

Makepeace Capital, Inc.
(formerly RC Capital, Inc.)
Notes to Financial Statements
June 30, 1998
(Information presented with respect to the three months ended September 30,
1998 is unaudited)

Note 1. Organization and Summary of Significant Accounting Policies.

On August 28, 1998, RC Capital Inc., a Colorado corporation formed during
July 1997, completed a merger with Makepeace Capital, Inc. (Makepeace) a
Texas corporation formed on March 18, 1994 using the name American/National
Trucking, Inc. Makepeace has had no business activity since its inception.
The merger has been accounted for as a recapitalization of RC Capital, Inc.
and the foregoing financial statements represent the operations of RC
Capital, Inc. since its inception. The Company is engaged in the business
of the installation of commercial and residential window and siding
products in the western United States. All share and per share information
provided in the financial statements and accompanying footnotes have been
restated to give effect to the recapitalization.

The accompanying interim 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 interim 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 December 31, 1997,
included elsewhere herein.

Property, Plant and Equipment:
Property, plant and equipment are recorded at cost and are depreciated
based upon estimated useful lives using the straight-line method. Estimated
useful lives range from 3 to 5 years for furniture and fixtures and
equipment.

Revenue Recognition:
Revenue is recognized at the time the product is delivered or the service
is performed.

Intangible Assets:
Intangible assets consist of the costs of organizing the Company and such
costs being amortized using the straight line method over a period of 5
years. Amortization expense amounted to $292 for the year ended June 30,
1998.

The Company makes reviews for the impairment of long-lived assets and
certain identifiable intangibles whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Under SFAS No. 121, an impairment loss would be recognized
when estimated future cash flows expected to result from the use of the
asset and its eventual disposition is less than its carrying amount. No
such impairment losses have been identified by the Company for the 1997 and
1996 fiscal years.

Cash:
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents.

Estimates:
The preparation of the Company's financial statements requires management
to make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ
from these estimates

Advertising costs:
Advertising costs are charged to operations when the advertising first
takes place. Advertising costs charged to operations were $10,432 for the
year ended June 30, 1998.

<PAGE>42

Fair value of financial instruments
The Company's short-term financial instruments consist of cash and cash
equivalents, accounts and loans receivable, and payables and accruals. The
carrying amounts of these financial instruments approximates fair value
because of their short-term maturities. Financial instruments that
potentially subject the Company to a concentration of credit risk consist
principally of cash and accounts receivable, trade. During the year the
Company did not maintain cash deposits at financial institutions in excess
of the $100,000 limit covered by the Federal Deposit Insurance Corporation.
Although the Company had customers during the year ended June 30, 1998
which accounted for in excess of 10% of the Company's total revenue, such
customers are not expected to utilize the Company's services on an ongoing
basis. The Company does not hold or issue financial instruments for
trading purposes nor does it hold or issue interest rate or leveraged
derivative financial instruments

Note 2. Property, Plant and Equipment.

Property, plant and equipment consists of the following at June 30, 1998:

Office furniture and equipment $ 6,870
Vehicle 15,106
21,976
-----------
Less accumulated depreciation (4,025)
-----------
$ 17,951
===========

Depreciation charged to operations was $4,025 for the year ended June 30,
1998. The vehicles are pledged as collateral for the underlying purchase
financing contract, see Note 4.

Note 3. Deposits.

At June 30, 1998 the Company had $30,000 on deposit with its attorney as an
earnest money deposit for a proposed acquisition of a public shell company
known as American/National Trucking, Inc. (American) The shell company has
had no significant activities to date. The deposit was fully refundable to
the Company should the merger not be completed. On August 28, 1998 the
merger with American, now known as Makepeace, was completed. In connection
therewith, the $30,000 deposit was paid to the former shareholders of
American for 3,500,000 shares (100%) of its issued and outstanding common
stock.

The stock is held in the name of an entity controlled by the Company's
president. The deposit has been reclassified to accounts receivable,
related party and is expected to be repaid to the Company during the
current year. The source of the funds used by the Company to make the
deposit was from another entity controlled by the Company's president.

Note 4. Stockholders' Equity.

During the periods covered by these financial statements the Company
issued securities in reliance upon an exemption from registration
with the Securities and Exchange Commission. Although the Company
believes that the sales did not involve a public offering and that it
did comply with the exemptions from registration, it could be liable
for rescission of said sales if such exemption was found not to
apply.

The Company has not received a request for rescission of shares nor
does it believe that it is probable that its shareholders would
pursue rescission nor prevail if such action were undertaken

During the year ended June 30, 1998 the Company issued 10,000 shares of its
common stock for cash aggregating $1,000. The stock was issued to an
immediate family member of the Company's president.

During the quarter ended September 30, 1998, subsequent to the merger date,
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, subsequent to the merger date, the Company sold 7,500 shares
of its common stock to three unrelated investors for cash aggregating
$15,000.

<PAGE>43

Note 5. Notes payable and long term debt.

During the year ended June 30, 1998, the Company received proceeds of notes
due to two unrelated individuals amounting to $15,000. The
uncollateralized notes have no stated interest rate and are expected to be
repaid currently. The loans were converted to stockholders' equity
subsequent to the re-capitalization with American/National Trucking, Inc.,
an inactive Texas corporation.

During the year ended June 30, 1998, the Company entered into a vehicle
purchase contract which provides for monthly payments of $306 through
August 2001. The contract bears interest at 14.5% per annum and is secured
by the Company's vehicle. Aggregate amounts due under the contract are
$2,269 in 1999, $3,098 in 2000, $3,320 in 2001 and $600 in 2002.

Note 6. Income taxes.

The Company has not provided for income taxes for the year ended June 30,
1998 due to an operating loss.

The Company has a net operating loss carryforward available to offset
future taxable income of approximately $77,000 which expires in the year
2013.

The Company does not anticipate the utilization of the net operating loss
in the near future and has established a valuation allowance for the full
amount of deferred tax asset ($15,000) estimated to arise therefrom. The
reserve amount increased by approximately $15,000 during the year ended
June 30, 1998.

Note 7. Related Party Transactions.

During the year ended June 30, 1998, the Company received gross cash
working capital advances from its president amounting to $41,612 and made
cash repayments of the advances aggregating $28,346. The balance of the
advances at June 30, 1998 amounted to $13,266 and is expected to be repaid
currently without interest. During the quarter ended September 30, 1998,
the Company's president advanced an additional $2,950 to the Company and
arranged for an offset of $9,000 advanced to an entity under his control to
reduce the balance of the outstanding officer loans to $$7,216 at September
30, 1998.

During the year ended June 30, 1998, the Company received gross cash
working capital advances from an entity controlled by the Company's
president amounting to $155,591. The balance of the advances outstanding
at June 30, 1998 is expected to be repaid currently without interest.
During the quarter ended September 30, 1998, $100,000 of these advances was
converted to stockholders' equity in connection with the re-capitalization
with American/National Trucking, Inc., an inactive Texas corporation.

Additionally, during the year ended June 30, 1998, the Company made a
$9,000 cash advance to an entity controlled by the Company's president.
The balance of the uncollateralized advance was offset against officer
advances to the Company as described above.

<PAGE>44
PART II
INFORMATION NOT REQUIRED BY PROSPECTUS

Item 24. Indemnification of Officers and Directors.

The By-Laws of the Company provides that a director of the registrant shall
have no personal liability to the Registrant or its stockholders for monetary
damages for breach of a fiduciary duty as a director, except for liability
(a) for any breach of the director's duty of loyalty to the Registrant or its
stockholders, (b) for acts and omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, and (c) pursuant to
Texas law for any transaction from which the director derived an improper
personal benefit. Registrant's By-Laws exculpates and indemnifies the
directors, officers, employees, and agents of the registrant from and against
certain liabilities. Further the By-Laws also provides that the Registrant
shall indemnify to the full extent permitted under Texas law any director,
officer employee or agent of Registrant who has served as a director,
officer, employee or agent or the Registrant or, at the Registrant's request,
has served as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.

INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE COMPANY FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE AGAINST
PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION AND IS THEREFORE
UNENFORCEABLE.

Item 25. Other Expenses of Issuance and Distribution.

Other expenses in connection with this offering which will be paid
by Makepeace Capital Corp. (hereinafter in this Part II referred to as
the "Company") are estimated to be substantially as follows:
<TABLE>
Amount
Payable
Item By Company
<S> <C>
S.E.C. Registration Fees 3,701.45
State Securities Laws (Blue Sky) Fees and Expenses 3,500.00
Printing and Engraving Fees 7,500.00
Legal Fees 20,000.00
Accounting Fees and Expenses 5,000.00
Transfer Agent's Fees 1,500.00
Miscellaneous 2,500.00

Total $43,701.45
</TABLE>

Item 26. Recent Sales of Unregistered Securities.

In August, 1998, pursuant to the merger with RC Capital, Inc., the Company
issued 10,000 B Units to Geneva Corace, sole shareholder of RC Capital, Inc.
Each B Unit consisted of One common share and 5 A warrants. This issuance
was made to a sophisticated individual pursuant to an exemption from
registration under Sec. 4(2) of the Securities Act of 1933.

In August, 1998, the Company conducted an offering pursuant to Rule 504 of
the Securities Act of 1933 at an offering price of $2.00 per B Unit. The
Company sold $130,000 to the following individuals or entities.

<TABLE>
<CAPTION>
Name Total Number cash
of B Units Date Issued payment
<S> <C> <C> <C>

Meadow Run Farm, Inc. 50,000 August 28, 1998 $100,000
Arthur H. Bosworth 5,000 August 28, 1998 $10,000
David A. Ledden 2,500 August 28, 1998 $5,000
Richard S. Klingenstein 2,500 August 28, 1998 $5,000
Phillip B. Foster 2,500 August 28, 1998 $5,000
Craddock-Columbine Realty 2,500 August 31, 1998 $5,000
</TABLE>

These sales were made pursuant to an exemption from registration pursuant to
Section 504 of Regulation D. The offering was approved and/or exempted by
the required states and the appropriate Form D was filed with the Securities
and Exchange Commission.

<PAGE>45

Item 27. Exhibit Index.
<TABLE>
<S> <C>
(1) Not Applicable
(2) Not Applicable
(3) Certificate of Incorporation incorporated by reference to
Form SB-2 filed September 8, 1998
(3.1) Bylaws incorporated by reference to Form SB-2 filed
September 8, 1998
(3.2) Articles of Merger between the Company and RC Capital,
Inc., effective August 28, 1998 incorporated by reference
to Form SB-2 filed September 8, 1998
(4) Specimen certificate for Common Stock incorporated by
reference to Form SB-2 filed September 8, 1998
(4.1) Specimen Warrant certificate incorporated by reference to
Form SB-2 filed September 8, 1998
(5) Consent and Opinion of Jody M. Walker regarding
legality of securities registered under this
Registration Statement and to the
references to such attorney in the Prospectus filed
as part of this Registration Statement
(6) Not Applicable
(7) Not Applicable
(8) Not Applicable
(9) Not Applicable
(10.1) Joint Venture Agreement between Samuel C. Cummings and RC
Capital, Inc. dated August 7, 1997 incorporated by
reference to Form SB-2 filed September 8, 1998
(10.2) Independent Contractor Agreement between Commercial
Exterior, Sam Cummings and U.S. Building Supply, Inc. dated
May 1, 1998 incorporated by reference to Form SB-2 filed
September 8, 1998
(10.3) Form of Lock up Agreement regarding Common Stock
(10.4) Form of Lock Up Agreement regarding Warrants
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(17) Not Applicable
(18) Not Applicable
(19) Not Applicable
(20) Not Applicable
(21) Not Applicable
(22) Not Applicable
(23) Not Applicable
(24) Consent of James E. Scheifley & Associates, P.C.
(25) Not Applicable
(26) Not Applicable
(27) Financial Data Schedule
(28) Not Applicable
</TABLE>
Item 28. Undertaking.

The undersigned registrant hereby undertakes:

(a)(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

(I) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the formation set forth in the Registration
Statement.

(iii) To include any additional or changed material information on the
plan of distribution.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

<PAGE>46

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) Delivery of Certificates. The undersigned registrant hereby undertakes
to provide to the Transfer Agent at the closing, certificates in such
denominations and registered in such names as are required by the Transfer
Agent to permit prompt delivery to each purchaser.

(c) Indemnification. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions set forth in
the Company's Articles of Incorporation or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

<PAGE>47
SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form SB-2 and authorized this
registration statement to be signed on its behalf by the undersigned, in the
City of Denver, State of Colorado on the 15th day of January, 1999.

Makepeace Capital Corp.

/s/ W. Ross C. Corace
--------------------------------
By: W. Ross C. Corace , President

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities
and on the dates stated.

<TABLE>

Signature Capacity Date
<S> <C> <C>

/s/W. Ross C. Corace Principal Executive Officer January 15, 1999
- ------------------- Principal Financial Officer
W. Ross C. Corace Controller/Director

/s/Samuel C. Cummings Director January 15, 1999
- -------------------
Samuel C Cummings

/s/Robert L. Fedelleck Director January 15, 1999
- -------------------
Robert L. Fedelleck

</TABLE>

<PAGE>47
Jody M. Walker
7841 South Garfield Way
Littleton, Colorado 80122
Telephone (303) 850-7637
Facsimile (303) 220-9902

January 15, 1999

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Dear Sirs:
Re: OPINION RE: LEGALITY AND CONSENT OF COUNSEL TO USE OF NAME IN
THE REGISTRATION STATEMENT ON FORM SB-2 OF MAKEPEACE CAPITAL CORP.

I am securities counsel for the above mentioned Company and I have
prepared the amendment to the registration statement on Form SB-2. I hereby
consent to the inclusion and reference to my name in the
Registration Statement on Form SB-2 for Makepeace Capital Corp.

It is my opinion that the securities of Makepeace Capital Corp. and those
which are registered with the Securities and Exchange Commission pursuant to
Form SB-2 Registration Statement of Makepeace Capital Corp. have been legally
issued and will be, when sold, legally issued, fully paid and non-assessable.

Yours very truly,

/s/ Jody M. Walker
---------------------
Jody M. Walker

<PAGE>48

INDEPENDENT AUDITOR'S CONSENT

We do hereby consent to the use of our report dated August 28, 1998 on the
financial statements of American/National Trucking, Inc. and our report dated
August 14, 1998 on the financial statements of RC Capital, Inc. included in
and made part of the amendment to the registration statement of Makepeace
Capital Corp. dated January 15, 1999.

January 15, 1999

/s/ James E. Scheifley & Associates, P.C.
Certified Public Accountant

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> SEP-30-1998
<CASH> 36,269
<SECURITIES> 0
<RECEIVABLES> 30,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 66,269
<PP&E> 16,847
<DEPRECIATION> 4,025
<TOTAL-ASSETS> 95,467
<CURRENT-LIABILITIES> 69,418
<BONDS> 0
<COMMON> 3,575
0
0
<OTHER-SE> 15,998
<TOTAL-LIABILITY-AND-EQUITY> 95,457
<SALES> 38,134
<TOTAL-REVENUES> 38,134
<CGS> 35,597
<TOTAL-COSTS> 35,597
<OTHER-EXPENSES> 36,045
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 397
<INCOME-PRETAX> (33,570)
<INCOME-TAX> 0
<INCOME-CONTINUING> (33,570)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (33,570)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)

</TABLE>