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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
August 17, 2000
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Date of Report (date of earliest event reported)
Makepeace Capital Corp.
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Exact name of Registrant as Specified in its Charter
Texas 333-63015 84-1472120
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State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
5215 North O'Conner Road, Suite 200, Irving, Texas 75039
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Address of Principal Executive Offices Zip Code
(972) 443-9825
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Registrant's Telephone Number, Including Area Code
1660 South Albion Street, No. 723, Denver, Colorado 80222
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Former Name or Former Address, if Changed Since Last Report
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On August 17, 2000, Makepeace Capital Corp. (the "Company") completed the
acquisition of approximately 99% of the outstanding common stock of NetSalon
Corporation, a Delaware corporation ("NetSalon"), in exchange for
approximately 33,124,386 shares of the Company's Common Stock (approximately
85% of the shares now outstanding).
The stock issuances were made pursuant to a Share Exchange Agreement
("Agreement") between the Company and NetSalon. The terms of the Agreement
were the result of negotiations between the managements of the Company and
NetSalon. However, the Board of Directors did not obtain any independent
"fairness" opinion or other evaluation regarding the terms of the Agreement,
due to the cost of obtaining such opinion or evaluation.
The foregoing summary of the Agreement is qualified by reference to the
complete text of the Agreement, together with the schedules thereto, which is
filed as Exhibit 10 hereto, and is incorporated herein by this reference.
As a result of the transaction with NetSalon, the issuance of the
33,124,386 shares of the Company's Common Stock to the NetSalon shareholders,
the issuance of 5,100,396 shares to several persons as consultants' fees, and
the cancellation of 2,912,896 shares, following are those persons known by the
Company to own 5% or more of the Company's Voting Stock:
Percent of
Number of Outstanding
Name and Address Voting Shares Voting Shares
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Mark Manuel 18,447,925 46.6%
9220 Edgemont Drive
NRH, Texas 76180
Jan R. Thurman 3,300,000 8.3%
2320 Chimney Hill Drive
Arlington, Texas 76012
Societe Financiere 2,000,000 5.1%
du Seujet SA
Road Town, Pasea Estate
Tortola, BVI
All directors and officers 25,264,592 63.8%
as a group (4 persons)
Effective on the closing of the acquisition, the Company's new officers
and directors were as follows:
Jan Thurman - Chief Executive Officer, Secretary and Director
Mark Manuel - President and Director
Donald Dinger - Director
Gerald Manuel - Director
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
As described in Item 1 of this Report, on August 17, 2000, the Company
acquired all of the issued and outstanding common stock of NetSalon in
exchange for shares of the Company's Common Stock. The acquisition of
NetSalon (accounting acquirer) by the Company is considered in substance to be
a capital transaction and is accounted for in a manner similar to a reverse
acquisition.
NetSalon, Inc. was formed in late 1998 to develop and market Internet-
based products. The Company was restructured to become a corporation in July
of 2000. The Company's products include the following:
1. The NetSalon Internet Portal, allowing NetSalon affiliates to market
products and services via the Internet. Through contracts with
third parties, the portal also provides current content, such as
news, weather, and search-engine capability.
2. The AEON card, which is a CD business card which allows the NetSalon
customer to present his business via interactive media. Although
other CD business cards are marketed, the AEON card is built over
the Internet, directly by the purchaser.
3. NetSalon University, an online interactive educational program
offering 400 courses in computer and software technology.
4. The Easy Site Builder, allowing the purchaser to create personal
web sites and pages, working directly from home, on the Internet.
Other products are in development. The NetSalon products offer competitive
advantages not only because of low price, but also because they can be
customized for each customer directly over the Internet, by the customer
through the use of interactive technology.
NetSalon originally was a multi-level marketing company, meaning that
NetSalon representatives could recruit other representatives to sell NetSalon
products, receiving commissions not only on their own sales, but on the sales
of those they recruited.
In August of 2000, NetSalon terminated the multi-level marketing
structure in favor of direct sales. NetSalon Affiliates still receive
commission on products they sell, but there are no commissions paid on sales
made by those persons they recruited, and no emphasis on representatives
recruiting others to the program. At the same time, NetSalon adopted a
program to market its products to other companies for resale, including sales
through multi-level marketers.
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ITEM 5. OTHER EVENTS.
The following table sets forth the names and positions of the Company's
new directors and executive officers:
Name Age Position
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Jan R. Thurman 55 CEO, Secretary and Director
Mark Manuel 36 President and Director
Donald Dinger 35 Director
Gerald Manuel 64 Director
The following sets forth biographical information concerning the
Company's directors and executive officers.
JAN R. THURMAN CHIEF EXECUTIVE OFFICER, SECRETARY AND DIRECTOR. Mr.
Thurman has served as Chief Executive Officer, Secretary and a Director of the
Company since August 17, 2000. He has been a practicing attorney for the last
seventeen years, and is a shareholder in the law firm of Thurman & Andres,
Dallas, Texas. From 1980 to 1982, while attending law school, Mr. Thurman
taught undergraduate and MBA courses at St. Edwards University, Austin, Texas.
From 1972 until 1979, Mr. Thurman was an officer and director of Custom Audio,
Inc., a Little Rock, Arkansas-based retailer operating three electronics
products stores and one photographic products store. He received B.A. and
M.A. degrees in Psychology from the University of Arkansas in 1966 and 1969,
respectively, and completed the course work for a Ph.D. in Business
Administration in 1971. In 1977 he completed his dissertation and received
the degree. He received his law degree, with honors, from the University of
Texas in 1981.
MARK S. MANUEL PRESIDENT AND DIRECTOR. Mr. Manuel has served as
President and a Director of the Company since August 17, 2000, and of NetSalon
Corporation since July 2000. He was a founder and member of NetSalon L.L.C.,
the predecessor to NetSalon Corporation. From January 1998 through November
1998 he served as a consultant for Multisoft Corporation. During 1996 and
1997 he served as Vice President of High Opportunity Petroleum Enterprises in
Arlington, Texas. During 1995 he served as Vice President of Integrity
Commercial Restoration of Arlington, Texas.
DONALD DINGER DIRECTOR. Mr. Dinger has served as a director of the
Company since August 17, 2000.
GERALD MANUEL DIRECTOR. Mr. Manuel has served as a director of the
Company since August 17, 2000.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. The financial
statements required by Rule 3-05(b) of Regulation S-X for NetSalon Assets,
Inc. are not yet available, and will be filed by amendment on or before
October 31, 2000.
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(b) PROFORMA FINANCIAL INFORMATION. The pro forma financial information
required by Article 11 of Regulation S-K is not yet available, and will be
filed by amendment on or before October 31, 2000.
(c) EXHIBITS.
Exhibit 10 Share Exchange Agreement between Makepeace Capital
Corp. and NetSalon Corporation
SIGNATURES
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, hereunto duly authorized.
MAKEPEACE CAPITAL CORP.
Dated: September 1, 2000 By:/s/ Jan R. Thurman
Jan R. Thurman, CEO
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