<PAGE>2
FORM 10-KSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] 15,ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: 6/30/99
OR
[ ]15,TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number - 333-63015
Makepeace Capital Corp.
Exact name of Registrant as specified in its charter)
Texas 84-1472120
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification
Number)
1660 South Albion Street, #723, Denver, Colorado 80222
(Address of principal executive offices) (Zip Code)
303-753-6512
(Registrant's telephone number, including area code)
Securities registered pursuant to
Section 12(b) of the Act: None
Securities registered pursuant to
Section 12(g) of the Act: Common Stock, $.001 par value
Check whether the Company (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act during the
preceding 12 months (or such shorter period that the Company was
required to file such reports), and (2) has been subject to such filing
requirements for at least the past 90 days. Yes __x__ No _____
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of Company's knowledge, in
definitive proxy or information statements incorporated by reference in
Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [x]
The Company's revenues for its most recent fiscal year were $77,590. As
of June 30, 1999, the market value of the Company's voting $.00l par
value common stock held by non-affiliates of the Company was
$1,506,020.
The number of shares outstanding of Company's only class of common
stock, as of June 30, 1999 was 3,575,000 shares of its $.001 par value
common stock.
Check whether the Issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes ____ No _____
No documents are incorporated into the text by reference.
Transitional Small Business Disclosure Format (check one)
Yes No x
-------- --------
<PAGE> 3
PART I
ITEM 1. BUSINESS - General
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.
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 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
<PAGE>4
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
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.
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.
Employees. The Company has one full time and no part time employees.
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.
<PAGE>5
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.
ITEM 2. PROPERTIES.
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.
ITEM 3. LEGAL PROCEEDINGS.
The Company is not involved in any legal proceedings at this date.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
During the fourth quarter of the fiscal year ended June 30, 1999, no
matters were submitted to a vote of the Company's security holders,
through the solicitation of proxies.
<PAGE>6
PART II
ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Market Information. The Company intends to apply for Common Stock to
traded on the OTC Bulletin Board. There is currently no market for the
securities of the Company.
Holders. The approximate number of holders of record of the
Company's $.001 par value Common Stock, as of June 30, 1999, was 2,000.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
Trends and Uncertainties. Demand for the Company's services will be
dependent on, among other things, general economic conditions which are
cyclical in nature. Inasmuch as a major portion of the Company's
activities is the sale and construction of home improvement contracts
and the generation of commercial contracts for which the Company
derives percentage overrides from wholesale warehouse material
suppliers, the Company's business operations may be adversely affected
by the Company's competitors and prolonged recessionary periods.
In addition, the outcome of the Company's current public offering for
$3,750,000 is uncertain. As of June 30, 1999, the Company has received
gross proceeds from the offering of $110,000. The lack of sales of
that offering would negatively impact the Company's ability to
successfully continue operations.
Capital and Source of Liquidity. The Company currently has no material
commitments for capital expenditures. The Company intends to use a
majority of the proceeds of its current public offering for working
capital and to expand operations. If the offering is not successful,
the Company's cash flow will be negatively affected if the expenditures
are attempted.
The Company expects that the net proceeds from its recent Rule 504
offering, the current public offering and the cash flow from future
operations, if any, will be sufficient to allow the Company to meet the
expected growth in demand for its products and services. However,
there can be no assurance that sufficient capital will be raised or
that future product sales will meet the Company's growth expectations.
Should either of these fail to occur, the Company may elect to (i)
reduce the planned expansion of operations or (ii) pursue other
financing alternatives such as a rights offering, warrant exercise or
borrowings. Implementation of either of the foregoing options could
delay or diminish the Company's planned growth and adversely affect its
profitability.
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 year ended June 30, 1999, the Company
had revenues from sales of $77,590. The cost of sales for that same
period was $59,450. For the year ended June 30, 1999, the Company
had a net loss of $(172,640). General and administrative expenses
were $185,231 for the year ended June 30, 1999, which consisted
primarily of legal expenses of 27,918, office expense of $26,807, rent
of $11,423, telephone of $8,261, accounting expense of $10,968,
salaries of $10,800, advertising of $6,741, offering expenses of
$54,877 and miscellaneous expense of $27,436.
For the year ended June 30, 1998, the Company revenues from sales of
$132,365. The cost of goods sold for that same period was $73,497.
For the year ended June 30, 1998, the Company had a net loss of
$(76,809). General and administrative expenses were $135,677 for the
year ended June 30, 1998, which consisted primarily of legal expenses
<PAGE>7
of $19,585, office expense of $10,834, other expenses of $11,435, rent
of $17,004, telephone of $10,504, accounting expense of $275,
advertising of $10,432, commissions of $41,201 and miscellaneous
expense of $14,407.
Plan of Operation. The Company, over the next twelve months intends
to operate as a specialty contractor in the management of the
construction of commercial properties and retail home improvement
contracts for eventual sale to permanent financing. The Company does
not anticipate the need for further funds should the Company raise a
minimal amount of $500,000 pursuant to its public offering. Should
less than the minimal amount be raised, the Company would pursue
additional capital from borrowings, rights offerings or warrant
exercise. The Company has no need of product research and
development. Management possesses the experience to implement its
business plan. No significant equipment purchases are planned over
the next twelve months other than two trucks to deliver materials to
job sites. Assuming proceeds of $500,000 or more from its public
offering, the Company will add a secretary, a retail operations manager
and an installation manager.
The Company shall seek to maintain low operating expenses while trying
to expand operations and increase operating revenues. The Company is
focusing on maintaining a low cost administrative approach. However,
increased marketing expenses will probably occur in future periods as
the Company attempts to further increase its marketing and sales
efforts.
Year 2000 Compliance. The Company has established a plan to address
Year 2000 issues. Successful implementation of this plan will
eliminate any extraordinary expenses related to the Year 2000 issue.
The Company has a reasonable basis to conclude that the Year 2000 issue
will not materially affect future financial results, or cause reported
financial information not to be necessarily indicative of future
operating results or future financial condition.
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial Statements
The response to this item is being submitted as a separate section of
this report beginning on page 20.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There have not been any changes in or disagreements with accountants on
accounting and financial disclosure.
<PAGE>8
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Identification of Directors and Executive Officers of the Company.
The names, addresses and positions of the present directors and
officers of the Company are set forth below:
<TABLE>
<CAPTION>
Name and Address Age Position
<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
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 1999 - - - - - - -
President/CEO 1998 - - - - - - -
Samuel C. Cummings 1999 - - $10,800 - - - -
Secretary 1998 $52,000 - - - - - -
</TABLE>
<PAGE>9
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.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following tables list the Company's stockholders who, to the best
of the Company's knowledge, own of record or, to the Company's
knowledge, beneficially, more than 5% of the Company's outstanding
Common Stock; the total number of shares of the Company's Common Stock
beneficially owned by each Director; and the total number of shares of
the Company's Common Stock beneficially owned by the Directors and
elected officers of the Company, as a group.
Shareholdings
<TABLE>
<CAPTION>
Percentage of
Number & Class Outstanding
Name and Address of Shares Common Shares
<S> <C> <C>
W. Ross C Corace 100,000 2.80%
1570 S. York Street 3,118,796(2) 87.24%
Denver, Colorado 80210 10,000(3) .28%
446,572(3) (3)
50,000(4) 1.40%
50,000(4) (4)
Geneva A. Corace(2)(3) 10,000(3) .28%
1570 S. York Street 3,118,796(2) 87.24%
Denver, Colorado 80210 100,000(2) 2.80%
446,572(2) (2)
Samuel C. Cummings 25,000 .70%
2040 S. Oneida Street
Suite 100
Denver, Colorado 80224
Robert L. Fedelleck 20,000 .56%
318 S. 24th Avenue
Brighton, Colorado 80601
Gencorp Enterprises, Inc.(3) 3,118,796(2) 87.24%
1660 South Albion Street, #723
Denver, Colorado 80222
Meadow Run Farm, Inc. 50,000(1) 1.40%
All Officers and Directors
as a Group (3 persons) 3,273,796 91.57%
</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,
<PAGE>10
Inc. would directly own 4,011,940 Common 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>
Number of
Name and Address A Warrants(1) Percentage
<S> <C> <C>
W. Ross C Corace
1570 S. York Street 446,572(1) 30.28%
Denver, Colorado 80210 10,000(2) .68%
50,000(3) 29.50
Geneva A. Corace 10,000 .68%
1570 S. York Street 446,572(1) 30.28%
Denver, Colorado 80210
Samuel C. Cummings 0 0%
2040 S. Oneida Street, Suite 100
Denver, Colorado 80224
Robert L. Fedelleck
318 S. 24th Avenue 0 0%
Brighton, Colorado 80601
Gencorp Enterprises, Inc. 446,572 30.28%
1660 South Albion Street, #723
Denver, Colorado 80222
Lorain Capital Corp. 597,436 40.50%
2618 SW 23rd Terrace, Suite 102 355,992(4) 24.14%
Fort Lauderdale, FL 33312
American Prepaid
Legal Services, Inc. 355,992 24.14%
2618 SW 23rd Terrace, Suite 102 597,436(4) 40.50%
Fort Lauderdale, FL 33312
All Officers and Directors
as a Group (3 persons) 456,572(1) 30.86%
</TABLE>
(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.
<PAGE>11
(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>
W. Ross C Corace
1570 S. York Street 446,572(1) 31.90%
Denver, Colorado 80210
Geneva A. Corace(1)(2) 446,572(1) 31.90%
1570 S. York Street
Denver, Colorado 80210
Samuel C. Cummings 0 0%
2040 S. Oneida Street
Suite 100
Denver, Colorado 80224
Robert L. Fedelleck
318 S. 24th Avenue 0 0%
Brighton, Colorado 80601
Gencorp Enterprises, Inc.(1) 446,572(1) 31.90%
1660 South Albion Street, #723
Denver, Colorado 80222
Lorain Capital Corp. 597,436 42.67%
2618 SW 23rd Terrace, Suite 102 355,992(3) 25.43%
Fort Lauderdale, FL 3331
American Prepaid
Legal Services, Inc. 355,992 25.43%
2618 SW 23rd Terrace, Suite 102 597,436(3) 42.67%
Fort Lauderdale, FL 33312
All Officers and Directors
as a Group (3 persons) 446,572 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.
(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 B Warrants.
(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.
<PAGE>12
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>
W. Ross C Corace
1570 S. York Street 446,572(1) 31.90%
Denver, Colorado 80210
Geneva A. Corace(1)(2) 446,572(1) 31.90%
1570 S. York Street
Denver, Colorado 80210
Samuel C. Cummings 0 0%
2040 S. Oneida Street
Suite 100
Denver, Colorado 80224
Robert L. Fedelleck
318 S. 24th Avenue 0 0%
Brighton, Colorado 80601
Gencorp Enterprises, Inc.(1) 446,572(1) 31.90%
1660 South Albion Street, #723
Denver, Colorado 80222
Lorain Capital Corp. 597,436 42.67%
2618 SW 23rd Terrace, Suite 102 355,992(3) 25.43%
Fort Lauderdale, FL 33312
American Prepaid
Legal Services, Inc. 355,992 25.43%
2618 SW 23rd Terrace, Suite 102 597,436(3) 42.67%
Fort Lauderdale, FL 33312
All Officers and Directors
as a Group (3 persons) 446,572 31.90%
</TABLE>
(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 C Warrants.
(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)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.
There is no plan or arrangement with respect to compensation received
or that may be received by the executive officers in the event of
termination of employment or in the event of a change in
responsibilities following a change in control.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED 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 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
<PAGE>13
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 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 $28,346. The balance of the advances at June 30, 1998
amounted to $13,266 During the year ended June 30, 1999, W. Ross C.
Corace advanced an additional $4,200 to the Company and arranged for a
net offset of $2,000 of advances to entities under his control to
reduce the balance of the outstanding officer loans. These advances
were used for commissions to salesmen who sold retail home improvement
products and miscellaneous expenses. Additionally, during 1999, Mr.
Corace received repayments of cash advanced and additional advances
aggregating $22,700. The net balance due from the officer at June 30,
1999 amounted to $7,234 and is expected to be offset against salary due
to the officer during the year ended June 30, 2000. 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 received gross cash
working capital advances from Meadow Run Farm, Inc., an entity
controlled by the Company's president, amounting to $155,591. 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.
During the year ended June 30, 1999, $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. The Company received additional cash advances from the
entity aggregating $52,853 and $7,500 was offset to reduce officer
loans during 1999.
Additionally, during the year ended June 30, 1998, the Company 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.
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
<PAGE>14
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.
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(A) FINANCIAL STATEMENTS AND SCHEDULES
The following financial statements and schedules are filed as part of
this report:
Report of Independent Public Auditors...............................12
Consolidated Balance Sheet..........................................13
Consolidated Statement of Operations................................14
Consolidated Statement of Stockholder's Equity......................15
Consolidated Statement of Cash Flows................................16
Notes to Financial Statements.......................................18
Schedules Omitted: All schedules other than those shown have been
omitted because they are not applicable, not required, or the required
information is shown in the financial statements or notes thereto.
<PAGE>15
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Shareholders
Makepeace Capital, Inc.
We have audited the balance sheet of Makepeace Capital, Inc. as of June
30, 1999, and the related statements of operations, changes in
stockholders' equity, and cash flows for the years ended June 30, 1999
and 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 audits.
We conducted our audits 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 audits provide 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, 1999, and the results of its operations
and cash flows for years ended June 30, 1999 and 1998, in conformity
with generally accepted accounting principles.
James E. Scheifley & Associates, P.C.
Certified Public Accountants
Denver, Colorado
22-Sep-99
<PAGE>16
Makepeace Capital Corp.
Balance Sheet
June 30, 1999
ASSETS
Current assets:
Cash $ 44,405
Accounts receivable, related party 37,234
-----------
Total current assets 81,639
Property and equipment, at cost, net of
accumulated depreciation of $8,443 13,533
Deferred offering costs 5,370
Deposits 5,600
Organization costs, net of amortization of $642 1,108
-----------
$107,250
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 13,343
Accounts payable 1,960
Loan payable - related party 100,944
-----------
Total current liabilities 116,247
Stockholders' equity:
Preferred stock, $.001 par value
20,000,000 shares authorized -
Common stock, $.001 par value,
100,000,000 shares authorized,
10,000 and 3,575,000 shares
issued and outstanding, respectively 3,575
Additional paid in capital 127,425
Subscriptions to common stock 110,500
Accumulated deficit (250,497)
-----------
-8,997
-----------
$107,250
===========
See accompanying notes to financial statements.
<PAGE>17
Makepeace Capital Corp.
Statements of Operations
Year Ended Year Ended
June 30, June 30,
1999 1998
Sales $ 77,590 $ 132,365
Cost of sales 59,450 73,497
--------- ----------
Gross profit 18,140 58,868
Other costs and expenses:
General and administrative 185,231 135,677
--------- ----------
(Loss) from operations (167,091) (76,809)
Other income and (expense):
Interest income 658 80
Loss on asset disposition (5,465) -
Interest expense (742) (1,128)
--------- ----------
(5,549) (1,048)
--------- ----------
(Loss) before income taxes (172,640) (77,857)
Provision for income taxes - -
--------- ----------
Net (loss) $(172,640) $ (77,857)
========= ==========
Per share data
Basic and diluted loss per share $ (.05) $ (.02)
Weighted average shares outstanding 3,564,167 3,510,000
See accompanying notes to financial statements.
<PAGE>18
Makepeace Capital Corp.
Statement of Changes in Stockholders' Equity
For the Years Ended June 30, 1999 and 1998
<TABLE>
<CAPTION>
Additional Common
Common Stock Paid-in Stock Accumulated
Shares Amount Capital Subscribed (Deficit) Total
<S> <C> <C> <C> <C> <C> <C>
Balance, June 30, 1997 3,500,000 $ 3,500 $ (3,500) $ - $ - $ -
Common stock sold for cash 10,000 10 990 - - 1,000
Net (loss) for the year - - - - (77,857) (77,857)
----------- ---------- ---------- ---------- --------- ----------
Balance, June 30, 1998 3,510,000 3,510 (2,510) - (77,857) (76,857)
Conversion of notes payable 7,500 8 14,992 - - 15,000
Conversion of related party notes 50,000 50 99,950 - - 100,000
Common stock sold for cash 7,500 7 14,993 - - 15,000
Common stock subscribed for cash - - - 110,500 - 110,500
Net (loss) for the year - - - (172,640) (172,640)
----------- ---------- ---------- ---------- --------- ----------
Balance, June 30, 1999 3,575,000 $ 3,575 $ 127,425 $ 110,500 $(250,497) $ (8,997)
=========== =========== =========== ========== ========= ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>19
Makepeace Capital Corp.
Statements of Cash Flows
<TABLE>
<CAPTION>
Year Ended Year Ended
June 30, June 30,
1999 1998
<S> <C> <C>
Net income (loss) $ (172,640) $ (77,857)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 4,768 4,317
Loss on asset disposition 5,465 -
Changes in assets and liabilities:
(Decrease) increase in other assets (600) -
Increase (decrease) in accounts payable (2,221) 4,181
------------ -----------
Total adjustments 7,412
------------ -----------
Net cash (used in)
operating activities (165,228) (69,359)
------------ -----------
Cash flows from investing activities:
Increase in deposits - (35,000)
Payment of organization costs - (1,750)
Loan to related party (7,234) (9,000)
Acquisition of plant and equipment - (10,870)
------------ -----------
Net cash (used in) investing activities (7,234) (56,620)
------------ -----------
Cash flows from financing activities:
Repayment of long-term debt - (1,658)
Proceeds from the sale of common stock 15,000 1,000
Proceeds from common stock stock subscriptions 110,500 -
Increase in deferred offering costs (5,370) -
Proceeds from notes payable - 15,000
Repayment of notes payable (1,570) -
Advances from related party 41,087 155,591
Advances from officer - 13,266
------------ -----------
Net cash provided by
financing activities 159,647 183,199
------------ -----------
Increase (decrease) in cash (12,815) 57,220
Cash and cash equivalents,
beginning of period 57,220 -
------------ -----------
Cash and cash equivalents,
end of period $ 44,405 $ 57,220
============ ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>20
Makepeace Capital Corp.
Statements of Cash Flows
<TABLE>
<CAPTION>
Year Ended Year Ended
June 30, June 30,
1999 1998
<S> <C> <C>
Supplemental cash flow information:
Cash paid for interest $ 742 $ 1,128
Cash paid for income taxes $ - $ -
Non-cash investing and financing activities:
Assets acquired by issuance of long-term debt $ - $11,106
</TABLE>
See accompanying notes to financial statements.
<PAGE>21
Makepeace Capital, Inc.
Notes to Financial Statements
30-Jun-99
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 had no business activity
prior to the merger. 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.
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 $ 350 and $292 for the
years ended June 30, 1999 and 1998, respectively.
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 1999 and 1998 fiscal years.
Cash:
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with 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 $6,740 and
$10,432 for the years ended June 30, 1999 and 1998, respectively.
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
<PAGE>22
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,
1999:
Office furniture and equipment $ 6,870
Vehicle 15,106
-----------
21,976
Less accumulated depreciation (8,443)
----------
$13,533
Depreciation charged to operations was $4,418 and $4,025 for the years
ended June 30, 1999 and 1998, respectively. 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
next fiscal 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 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 year ended June 30, 1999 the Company issued 7,500 shares of
its common stock for the conversion of notes payable and 50,000
additional shares for the conversion of a portion of related party
loans. The conversion rate was $2.00 per share.
Additionally, during 1999, the Company sold 7,500 shares of its common
stock to three unrelated investors for cash aggregating $15,000. The
Company also initiated a public offering of its common stock during
1999 and as of June 30, 1999 has received gross proceeds from the
offering of $110,000. The offering price of the common stock sold in
the public offering was $5.00 per share. The offering consists of up
to a maximum of 750,000 units consisting of one share of common stock
and one warrant to purchase one share of common stock at $5.00 per
share. The warrants are exercisable for a four-year period. The
Company incurred expenses of the offering of $5,370 which will be
charged to paid in capital when the offering is closed.
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 were expected
<PAGE>23
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 that 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. Subsequent to June 30, 1999, the
Company disposed of the vehicle and incurred a loss from the disposal
of $5,465. This amount was fully accrued at June 30, 1999.
Note 6. Income taxes.
The Company has not provided for income taxes for the years ended June
30, 1999 and 1998 due to operating losses.
The Company has a net operating loss carryforward available to offset
future taxable income of approximately $250,000 which expires $77,000
in the year 2013 and $173,000 in the year 2014.
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 ($85,000) estimated to arise
therefrom. The reserve amount increased by approximately $70,000
during the year ended June 30, 1999.
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. During the year
ended June 30, 1999, the Company's president advanced an additional
$4,200 to the Company and arranged for a net offset of $2,000 of
advances to entities under his control to reduce the balance of the
outstanding officer loans. Additionally, during 1999, the officer
received repayments of cash advanced and additional advances
aggregating $22,700. The net balance due from the officer at June 30,
1999 amounted to $7,234 and is expected to be offset against salary due
to the officer during the year ended June 30, 2000.
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. During the year ended June 30, 1999,
$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. The Company received additional
cash advances from the entity aggregating $52,853 and $7,500 was offset
to reduce officer loans during 1999.
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>24
(b) List of Exhibits
The following exhibits are filed with this report:
<TABLE>
<S> <S>
(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) Not Applicable
(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 incorporated
by reference to Form SB-2
(10.4) Form of Lock Up Agreement regarding Warrants incorporated
by reference to Form SB-2
(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) Not Applicable
(25) Not Applicable
(26) Not Applicable
(27) Financial Data Schedule
(28) Not Applicable
</TABLE>
(B) REPORTS ON FORM 8-K
None
<PAGE>25
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Company has duly caused this
Report to be signed on its behalf by the undersigned duly authorized
person.
Date: October 6, 1999 Makepeace Capital Corp.
/s/ W. Ross C. Corace
------------------------------------
By: W. Ross C. Corace, President
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated.
<TABLE>
Signature Capacity Date
<S> <C> <C>
/s/W. Ross C. Corace Principal Executive Officer October 6, 1999
- ------------------- Principal Financial Officer
W. Ross C. Corace Controller/Director
/s/Samuel C. Cummings Director October 6, 1999
- -------------------
Samuel C Cummings
/s/Robert L. Fedelleck Director October 6, 1999
- -------------------
Robert L. Fedelleck
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> JUN-30-1999
<CASH> 44,405
<SECURITIES> 0
<RECEIVABLES> 37,234
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 81,639
<PP&E> 13,533
<DEPRECIATION> (8,443)
<TOTAL-ASSETS> 107,250
<CURRENT-LIABILITIES> 116,247
<BONDS> 0
<COMMON> 3,575
0
0
<OTHER-SE> (12,572)
<TOTAL-LIABILITY-AND-EQUITY> 107,250
<SALES> 77,590
<TOTAL-REVENUES> 77,590
<CGS> 59,450
<TOTAL-COSTS> 59,450
<OTHER-EXPENSES> 185,231
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (742)
<INCOME-PRETAX> (172,640)
<INCOME-TAX> 0
<INCOME-CONTINUING> (172,640)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (172,640)
<EPS-BASIC> (.05)
<EPS-DILUTED> (.05)
</TABLE>
