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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______)*
VERSAILLES CAPITAL CORPORATION
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(Name of Issuer)
No Par Value Common Stock
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(Title of Class of Securities)
925131104
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(CUSIP Number)
Clifford L. Neuman, 1507 Pine Street, Boulder, Colorado 80302
(303) 449-2100
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 21, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with this statement / /.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class. (See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
Page 1 of 4 Pages<PAGE>
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SCHEDULE 13D
CUSIP NO. 925131104 Page 2 of 4 Pages
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(1) Names of Reporting Persons, S.S. or I.R.S. Identification Nos. of Above
Persons
Carylyn Bell
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
OO
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) / /
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(6) Citizenship or Place of Organization
Carylyn Bell is a U.S. citizen.
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Number of Shares (7) Sole Voting Power 504,496
Beneficially Owned
by Each Reporting ---------------------------------------------
Person With (8) Shared Voting Power
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(9) Sole Dispositive Power 504,496
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(10) Shared Dispositive Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
504,496
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(12) Check if the Aggregate Amount in the Row (11) Excludes Certain Shares*/ /
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(13) Percent of Class Represented by Amount in Row (11)
39.3%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 4 Pages
ITEM 1. SECURITY AND ISSUER
This statement relates to the no par value common stock of
Versailles Capital Corporation ("Versailles") or ("Company"). Versailles'
principal executive offices are located at 370 17th Street, Suite 2350,
Denver, Colorado 80202. The principal executive officers of the Company are:
David C. Walters President and Director
William Maury Bell Vice-President and Director
Cindy R. Hintgen Secretary/Treasurer and Director
ITEM 2. IDENTITY AND BACKGROUND
(A) Carylyn Bell
(B) Ms. Bell's business address is 370 17th Street, Suite 2350, Denver,
Boulder, Colorado 80202.
(C) Ms. Bell's principal occupation is stock transfer agent.
(D) Ms. Bell has not been convicted in a criminal proceeding during the
last 5 years.
(E) Ms. Bell has not been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction the result of which
she would be enjoined from federal or state securities law violation
or activity during the last 5 years.
(F) Ms. Bell is a U.S. citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Ms. Bell acquired 272,163 of the shares were issued as founder's stock in
1986, and 133,333 shares were issued in the securities in February 1997 in
exchange for services provided the Company. In 1997, the Board of Directors
determined the fair market value of the shares to be $.05 per share.
ITEM 4. PURPOSE OF TRANSACTION
Ms. Bell's ownership of shares of the no par value common stock of
Versailles is solely for investment purposes. She may sell the shares in the
future.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Ms. Bell beneficially 504,496 shares of common stock of the Issuer.
Such shares represent 39.3% of the issued and outstanding common stock of the
Issuer. Ms. Bell has the sole power to vote and dispose of the aforementioned
shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
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Page 4 of 4
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 9, 1997
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(Date)
/s/ Carylyn Bell
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(Signature)
Carylyn Bell
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(Name/Title)
