<PAGE>
<PAGE>
U.S. 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
January 4, 1999
------------------------------------------------
Date of Report (date of earliest event reported)
VERSAILLES CAPITAL CORPORATION
----------------------------------------------------
Exact name of Registrant as Specified in its Charter
Colorado 0-22865 84-1044910
- --------------------------- --------------- ---------------------------
State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
1200 17th Street, Suite 1000, Denver, Colorado 80202
----------------------------------------------------------
Address of Principal Executive Offices, Including Zip Code
(303) 534-1119
--------------------------------------------------
Registrant's Telephone Number, Including Area Code
370 17th Street, Suite 2350, Denver, Colorado 80202
-----------------------------------------------------------
Former Name or Former Address, if Changed Since Last Report
<PAGE>
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On January 4, 1999, LMU & Company, Inc. purchased 680,520 shares from five
persons pursuant to two stock purchase agreements. The transaction was the
result of private negotiations between the five selling shareholders and LMU &
Company, Inc.
As a result of the above transaction with LMU & Company, Inc., following
are those persons known by the Company to own 5% or more of the Company's
voting stock:
Name and Address Voting Shares Voting Shares
- ---------------- ------------- -------------
L. Michael Underwood 680,520 (1) 53.0%
1200 17th Street, Suite 1000
Denver, Colorado 80202
All Directors and Officers 680,520 (1) 53.0%
as a Group (1 Person)
_________________
(1) Shares held in the name of LMU & Company, Inc., a corporation owned by Mr.
Underwood.
Effective on the closing of the transaction, the Company's officers and
directors were as follows:
L. Michael Underwood - President, Secretary and Director
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.
VERSAILLES CAPITAL CORPORATION
Dated: January 12, 1999 By: /s/ L. Michael Underwood
L. Michael Underwood, President
2
