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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
SEC File Number 000-22865
CUSIP Number 925131104
NOTICE OF LATE FILING
(Check One):
[X] Form 10-KSB [ ] Form 11-K [ ] Form 20-F [ ] Form 10-QSB
[ ] Form N-SAR
For Period Ended: March 31, 1998
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: N/A
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Part I--Registrant Information
Full Name of Registrant: Versailles Capital Corporation
Former Name if Applicable: Man O'War, Inc.
Address of Principal Executive Office (Street and Number):
370 17th Street, Suite 2350
Denver, CO 80202
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Part II--Rules 12b-25(b) and (c)
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If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12(b)-25(b), the
following should be completed. (Check box if appropriate)
[ ] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report or semi-annual report/portion thereof will
be filed on or before the fifteenth calendar day following the prescribed due
date; or the subject quarterly report/portion thereof will be filed on or
before the fifth calendar day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-
25(c) has been attached if applicable.
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Part III--Narrative
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State below in reasonable detail the reasons why form 10-KSB, 11-K, 20-F,
10-QSB or N-SAR or portion thereof could not be filed within the prescribed
time period.
The Registrant is unable to file its Annual Report on Form 10-KSB within
the prescribed time period because the Company has experienced some difficulty
in compiling its financial records to complete the preparation of the audited
financial statements for the relevant fiscal year.
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Part IV--Other Information
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(1) Name and telephone number of person to contact in regard to this
notification
Clifford L. Neuman, P.C.
Neuman, Drennen & Stone
1507 Pine Street
Boulder, Colorado 80302
(303) 449-2100
(2) Have all other period reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[ ] Yes [X] No
If so; attach an explanation of the anticipated change, both narratively
and quantitively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Versailles Capital Corporation
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: June 26, 1998 By: /s/ David C. Walters
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David C. Walters, President
