<PAGE>2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the Quarter ended December 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period to
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Commission file number - 333-63015
Makepeace Capital Corp.
Exact name of Registrant as specified in its charter)
Texas 84-1472120
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification
Number)
1660 South Albion Street, #723, Denver, Colorado 80222
(Address of principal executive offices) (Zip Code)
303-753-6512
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and Exchange
Act of 1934 during the preceding twelve months (or such shorter period that
the Registrant was required to file such reports), and (2) has been subject
to file such filing requirements for the past thirty days.
Yes x No
------ ------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report:
3,617,000 Shares of Common Stock ($.001 par value)
(Title of Class)
Transitional Small Business Disclosure Format (check one):
Yes No x
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<PAGE>3
Makepeace Capital Corp.
PART I: Financial Information
ITEM 1 - Financial statements
ITEM 2 - Management's' discussion and analysis of
financial condition and results of operations
PART II: Other Information
ITEM 6 - Exhibits and Reports on Form 8-K
<PAGE>4
PART I
Item 1. Financial Statements:
Makepeace Capital Corp.
Balance Sheets
<TABLE>
<CAPTION>
December 31, 1999
ASSETS (Unaudited)
<S> <C>
Current assets:
Cash $ 47,047
Accounts receivable, officer 25,529
Accounts receivable, related party 600
-------------
Total current assets 73,176
Property and equipment, at cost, net of
accumulated depreciation of $3,297 3,574
Deferred offering costs 5,370
Deposits 5,600
Organization costs, net of amortization of $817 934
$ 88,654
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 4,028
Accounts payable 1,961
Loan payable - related party 71,294
-----------
Total current liabilities 77,283
Stockholders' equity:
Preferred stock, $.001 par value
20,000,000 shares authorized -
Common stock, $.001 par value,
100,000,000 shares authorized,
10,000 and 3,617,000 shares
issued and outstanding, respectively 3,617
Additional paid in capital 337,383
Subscriptions to common stock 8,500
Accumulated deficit (338,129)
----------
11,371
----------
$ 88,654
===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>5
Makepeace Capital Corp.
Statements of Operations
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31, December 31, December 31,
1999 1998 1999 1998
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Sales $ - $ 19,869 $ - $ 58,003
Cost of sales - 10,499 - 46,096
---------- ---------- --------- ----------
Gross profit - 9,370 - 11,907
Other costs and expenses:
General and administrative 51,866 31,172 87,636 67,217
---------- ---------- --------- ----------
(Loss) from operations (51,866) (21,802) (87,636) (55,310)
Other income and (expense):
Interest income 2 183 4 580
Loss on asset disposition - (407) - (742)
Interest expense - (224) - (162)
---------- ---------- --------- ----------
2 (448) 4 (324)
---------- ---------- --------- ----------
(Loss) before income taxes (51,864) (22,250) (87,632) (55,634)
Provision for income taxes - - - -
---------- ---------- --------- ----------
Net (loss) $ (51,864) $ (22,250) $ (87,632) $ (55,634)
========== ========== ========= =========
Per share data
Basic and diluted loss per share $ (0.01) $ (0.01) $ (0.02) $ (0.02)
========== =========== ========= =========
Weighted average shares outstanding 3,603,000 3,575,000 3,589,000 2,970,000
=========== ============ ========== =========
</TABLE>
See accompanying notes to financial statements.
<PAGE>6
Makepeace Capital Corp.
Statements of Cash Flows
<TABLE>
<CAPTION>
Six Months Three Months
Ended Ended
December 31, December 31,
1999 1998
(Unaudited) (Unaudited)
<S> <C> <C>
Net income (loss) $ (87,632) $ (55,472)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 818 1,105
Changes in assets and liabilities:
(Decrease) increase in other assets - (513)
Increase (decrease) in accounts payable 1 -
--------- ---------
Total adjustments 819 592
--------- ---------
Net cash (used in)
operating activities (86,813) (54,880)
Cash flows from investing activities:
Repayment of loan to related party 36,634 -
Loan to officer (25,529) -
--------- ---------
Net cash (used in) investing activities 11,105 -
--------- ---------
Cash flows from financing activities:
Repayment of long-term debt - (1,156)
Proceeds from the sale of common stock 108,000 15,000
Increase in deferred offering costs - (5,870)
Repayment of related party loans (29,650) -
Repayment of notes payable - -
Advances from related party - 9,053
--------- ---------
Net cash provided by
financing activities 78,350 17,027
--------- ---------
Increase (decrease) in cash 2,642 (37,853)
Cash and cash equivalents,
beginning of period 44,405 57,220
--------- ---------
Cash and cash equivalents,
end of period $ 47,047 $ 19,367
</TABLE>
See accompanying notes to financial statements.
<PAGE>7
Makepeace Capital Corp.
Notes to Financial Statements
Basis of presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions incorporated in
Regulation 10-SB of the Securities and Exchange Commission.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring adjustments and accruals) considered
necessary for a fair presentation have been included.
The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year. The
accompanying financial statements should be read in conjunction with
the Company's financial statements for the year ended June 30, 1999.
Basic loss per share was computed using the weighted average number of
common shares outstanding.
During the six months ended December 31, 1999, the Company received
gross proceeds of $108,000 from the continued sale of common stock at
an offering price of $5 per share. Additionally, the Company issued
42,000 shares of its commonstock in connection with the stock sales.
During the six months ended December 31, 1999, $36,634 of advances to a
related party were repaid and the Company made $29,650 of advances to
its president.
<PAGE>8
Makepeace Capital Corp.
PART I (cont.)
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations:
Trends and Uncertainties. Demand for the Company's services will be
dependent on, among other things, general economic conditions which are
cyclical in nature. Inasmuch as a major portion of the Company's
activities is the sale and construction of home improvement contracts
and the generation of commercial contracts for which the Company
derives percentage overrides from wholesale warehouse material
suppliers, the Company's business operations may be adversely affected
by the Company's competitors and prolonged recessionary periods.
In addition, the outcome of the Company's current public offering for
$3,750,000 is uncertain. During the six months ended December 31,
1999, the Company has received gross proceeds from the offering of
$108,000. 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.
For the six months ended December 31, 1999, the Company received
$36,634 of a loan to related party and made a loan of $25,529 to an
officer. As a result, the Company had net cash provided by investing
activities of $11,105 for the six months ended December 31, 1999.
The Company did not have any investing activities for the six months
ended December 31, 1998.
For the six months ended December 31, 1999, the Company received
proceeds from common stock subscriptions of $108,000 and repaid $29,650
of related party loans. As a result, the Company net cash provided by
financing activities of $78,350 for the six months ended December 31,
1999.
For the six months ended December 31, 1998, the Company repaid $1,156
of long-term debt, received proceeds from the sale of common stock of
$15,000. Additionally, the Company had an increase in deferred
offering costs of $5,870 and received advances from a related party of
$9,053. As a result, the Company had net cash provided by financing
activities of $17,027 for the six months ended December 31, 1998.
Management is of the opinion that its current working capital and
anticipated funds from operations are sufficient to meet its cash
requirements for moderate growth in the year ahead. However, in order
to achieve the Company's plans for growth, additional capital is
required.
On a long term basis, liquidity is dependent on increased revenues from
operations, additional infusions of capital and debt financing. The
Company believes that additional capital and debt financing in the
short term will allow the Company to commence its marketing and sales
<PAGE>9
efforts and thereafter result in revenue and greater liquidity in the
long term. However, there can be no assurance that the Company will be
able to obtain additional equity or debt financing in the future, if at
all.
Results of Operations. For the six months ended December 31, 1999,
the Company had revenues from sales of $0.00 and cost of sales of
$0.00. For the six months ended December 31, 1999, the Company had a
net loss of $(87,632). General and administrative expenses were
$51,866 for the six months ended December 31, 1999, which consisted
primarily of profession fees of $21,750, office expense of $28,875,
rent of $5,800, depreciation of $644, travel of $2,778, telephone of
$959, consulting expense of $25,000 and other expenses of $1,826.
For the six months ended December 31, 1998, the Company revenues from
sales of $58,000. The cost of goods sold for that same period was
$46,096. For the six months ended December 31, 1998, the Company had a
net loss of $(55,634). General and administrative expenses were
$67,217 for the six months ended December 31, 1998, which consisted
primarily of professional fees of $17,540, office expense of $13,862,
rent of $5,873, depreciation of $1,104, travel of $6,425, telephone of
$6,227, consulting expense of $8,650 and other expenses of $7,536.
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.
<PAGE>10
Makepeace Capital Corp.
PART II
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits (numbered in accordance with Item 601 of
Regulation S-K)
None
(b) Reports on Form 8-K
None
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Date: /s/ W. Ross C. Corace
----------------------------
W. Ross C. Corace, President
February 12, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-2000
<CASH> 47,047
<SECURITIES> 0
<RECEIVABLES> 26,129
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 73,176
<PP&E> 3,574
<DEPRECIATION> 3,297
<TOTAL-ASSETS> 88,654
<CURRENT-LIABILITIES> 77,283
<BONDS> 0
<COMMON> 3,617
0
0
<OTHER-SE> 7,754
<TOTAL-LIABILITY-AND-EQUITY> 88,654
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 87,636
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (87,632)
<INCOME-TAX> 0
<INCOME-CONTINUING> (87,632)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (87,632)
<EPS-BASIC> .02
<EPS-DILUTED> .02
</TABLE>
