UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13D
Under the Securities Act of 1934
VERSAILLES CAPITAL CORPORATION
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(Name of Issuer)
Common Stock, $.05 Par Value
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(Title of Class of Securities)
9251311 04
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(CUSIP Number)
J. Matt Lepo
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P.O. Box 153
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Santa Monica, CA 90406 (310) 394-3027
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 23, 1999
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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 Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Section 240.13d-7 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).
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CUSIP NO. 9251311 04 Page 2 of 7
1. Name of Reporting Persons
I.R.S. Identification No. of above Person (entities only) - Voluntary
Battersea Capital, Inc.
2. Check the Appropriate Box If a Member of a Group
[ ] A
[ ] B
3. Sec Use Only
4. Source of Funds: OO
5. Check box if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: California
Number of 7. Sole Voting Power 4,280,387
Shares
Beneficially
Owned by 8. Shared Voting Power None
Each
Reporting
Person 9. Sole Dispositive Power 4,280,387
With
10. Shared Dispositive Power None
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 4,280,387
12. Check If the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Representing by Amount in Row (11): 9.7%
14. Type of Reporting Person: CO
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CUSIP NO. 9251311 04 Page 3 of 7
1. Name of Reporting Persons
I.R.S. Identification No. of above Person (entities only) - Voluntary
J. Matt Lepo
2. Check the Appropriate Box If a Member of a Group
[ ] A
[ ] B
3. Sec Use Only
4. Source of Funds: OO
5. Check box if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: U.S.A.
Number of 7. Sole Voting Power None
Shares
Beneficially
Owned by 8. Shared Voting Power 4,280,387
Each
Reporting
Person 9. Sole Dispositive Power None
With
10. Shared Dispositive Power 4,280,387
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 4,280,387
12. Check If the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
13. Percent of Class Representing by Amount in Row (11): 9.7%
14. Type of Reporting Person: IN
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CUSIP NO. 9251311 04 Page 4 of 7
ITEM 1. SECURITY AND ISSUER
Common Stock, $.05 par value
Versailles Capital Corporation
12550 Oxnard Street, Suite 830
Woodland Hills, California 91367
ITEM 2. IDENTITY AND BACKGROUND
The following are the reporting persons covered by this Report:
Battersea Capital, Inc. ("Battersea"), which owns 2,140,193 shares
Common Stock and options to purchase an aggregate of 2,140,194 shares of
the Issuer's Common Stock (option to purchase 1,426,796 shares granted by
the Issuer and an option granted by Three R to purchase 713,398 shares of
Issuer's Common Stock owned by Three R), is a California corporation with
its principal office at P.O. Box 153, Santa Monica, CA 90403, and its
principal business consists of financial consulting services.
J. Matt Lepo, director of Battersea, is a citizen of the United
States, with his business address at P.O. Box 153, Santa Monica, CA 90403
, and his present principal occupation is as Chairman of the Board and
Managing Director of Battersea Capital, Inc.
During the last five years, none of the reporting persons listed above
has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
During the last five years none of the reporting persons listed above
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On February 23, 1999 (the "Effective Date"), the Issuer completed a
merger between its wholly-owned subsidiary, Amerimmune, Inc.("Amerimmune"),
and British Lion Medical, Inc. (British Lion), pursuant to an Agreement and
Plan of Merger dated February 17, 1999 ("Merger"). In connection with the
merger, each share of Common Stock of British Lion issued and outstanding
on the Effective Date was exchanged for 7.13397 shares of the Issuer's
Common Stock, resulting in the shareholders of British Lion acquiring
approximately 97 percent of the outstanding voting shares of the Issuer.
Each of the reporting persons in Item 2 received their shares of the
Issuer's Common Stock in exchange for their shares of British Lion.
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CUSIP NO. 9251311 04 Page 5 of 7
ITEM 4. PURPOSE OF TRANSACTION
The reporting persons listed above have no plans or proposals which
relate to or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer.
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from
a national securities exchange or cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Battersea beneficially owns 4,280,387 shares of the Common Stock
which represents 9.7% of the Issuer's outstanding Common stock
as of February 23, 1999.
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CUSIP NO. 9251311 04 Page 6 of 7
J. Matt Lepo, managing director of Battersea, beneficially owns
4,280,387 shares of the Common Stock which represents 9.7% of
the Issuer's outstanding Common stock as of February 23, 1999.
(b) As of February 23, 1999, Battersea has sole power to vote or to
direct the vote and the sole power to dispose or direct the
disposition of 2,140,193 shares of the Common Stock and 2,140,194
shares underlying options.
J. Matt Lepo has the shared power to vote or to direct the vote
and shared power to dispose or direct the disposition of the
2,140,193 shares and 2,140,194 shares underlying the Battersea
options.
(c) Other than the transactions described in Item 3 above, there have
been no transactions in the class of securities reported on that
in the past 60 days or since the most recent filing of Schedule
13D by the persons named in paragraph (a).
(d) No other person has the right or the power to direct the receipt
of dividends or the proceeds from the sale of the securities
reported herein.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The reporting persons listed above have no contracts,
arrangements, understandings, or relationships (legal or otherwise) with
any person with respect to the Common Stock, including transfer or voting
thereof, finder's fees, joint ventures, loan or option arrangements, put or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 2.1 Agreement and Plan of Merger, dated February 17, 1999, by
and among Versailles Capital Corporation, Amerimmune, Inc.
and British Lion Medical, Inc.*
Exhibit 3.3 Articles of Merger, as filed with the Colorado Secretary of
State on February 23, 1999.*
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*Incorporated by reference from the like numbered exhibit filed with the
Issuer's Current Form 8-K, dated March 10, 1999.
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CUSIP NO. 9251311 04 Page 7 of 7
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true,
complete and correct.
Dated: March 5, 1999 BATTERSEA, INC.
By /s/ J. MATT LEPO
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J. Matt Lepo, Director
Dated: March 5, 1999 J. MATT LEPO
By /s/ J. MATT LEPO
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J. MATT LEPO
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
