UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PEPPERMILL CAPITAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
713398105
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(CUSIP Number)
Clayton Varner, President, 1819 Clarkson Road, Suite 205,
Chesterfield, Missouri 63017 (314) 530-4532
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 22, 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 Section 13D, and is filing this
schedule because of ss. 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 ss. 240.13d-7(b)
*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 disclosure
provided in a prior cover page.
The information required in 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. 713398105 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Varner Technologies, Inc.
IRS Employer Identification Number: 43-1695363
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF 10,116,000 Shares of Common Stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 10,116,000 Shares of Common Stock
WITH
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,116,000 Shares of Common Stock
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
Approximately 90.0% of the issued and outstanding Common Stock
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS
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CUSIP No. 713398105 13D
SCHEDULE 13D
ITEM 1. Security and Issuer.
Common Stock
Peppermill Capital Corporation
1819 Clarkson Road, Suite 205
Chesterfield, Missouri 63017
ITEM 2. Identity and Background.
(a) Name:
Varner Technologies, Inc.
(b) State of Organization:
Missouri
(c) Principal Business:
Varner Technologies, Inc. is involved in the
marketing and sale of various Internet services, e
commerce, long distance telephone services, wireless
telephone services and products, prepaid telephone
cards and other telecommunications products and
services. Products are sold by independent
representatives through a multilevel marketing plan
in 49 states of the United States.
(d) Address of Principal Business:
1819 Clarkson Road, Suite 205
Chesterfield, MO 63017
(e) Address of Principal Office:
1819 Clarkson Road, Suite 205
Chesterfield, MO 63017
(f) Varner Technologies, Inc., during the last five
years, has not been convicted in a criminal
proceeding.
(g) Varner Technologies, Inc., during the last five years
was not a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction
which as a result of such proceeding was 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.
Pursuant to General Instruction C, the Identity and
Background of each executive officer and director of
the Reporting Person, Varner Technologies, Inc., is
hereafter given in this Item 2:
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CUSIP No. 713398105 13D
(a) Name:
Clayton Varner
(b) Business Address:
Varner Technologies, Inc.
1819 Clarkson Road, Suite 205
Chesterfield, Missouri 63017
(c) Occupation:
President, CEO and Director of
Varner Technologies, Inc.
Varner Technologies, Inc.
1819 Clarkson Road, Suite 205
Chesterfield, Missouri 63017
(d) Mr. Varner, during the last five years, has not been
convicted in a criminal proceeding.
(e) Mr. Varner, during the last five years was not a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which
as a result of such proceeding was 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.
(f) Citizenship:
United States
(a) Name:
Tjody Varner
(b) Business Address:
Varner Technologies, Inc.
1819 Clarkson Road, Suite 205
Chesterfield, Missouri 63017
(c) Occupation:
Vice President, Sales and Marketing and
Director of Varner Technologies, Inc.
Varner Technologies, Inc.
1819 Clarkson Road, Suite 205
Chesterfield, Missouri 63017
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CUSIP No. 713398105 13D
(d) Ms. Varner, during the last five years, has not been
convicted in a criminal proceeding.
(e) Ms. Varner, during the last five years was not a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which
as a result of such proceeding was 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.
(f) Citizenship:
United States
(a) Name:
Jessica Varner
(b) Business Address:
Varner Technologies, Inc.
1819 Clarkson Road, Suite 205
Chesterfield, Missouri 63017
(c) Occupation:
Vice-President, Representative Relations and Director
of Varner Technologies, Inc.
Varner Technologies, Inc.
1819 Clarkson Road, Suite 205
Chesterfield, Missouri 63017
(d) Ms. Varner, during the last five years, has not been
convicted in a criminal proceeding.
(e) Ms. Varner, during the last five years was not a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which
as a result of such proceeding was 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.
(f) Citizenship:
United States
(a) Name:
Robert Rapp
(b) Business Address:
Varner Technologies, Inc.
1819 Clarkson Road, Suite 205
Chesterfield, Missouri 63017
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CUSIP No. 713398105 13D
(c) Occupation:
Executive Vice-President, Secretary and Director
of Varner Technologies, Inc.
Varner Technologies, Inc.
1819 Clarkson Road, Suite 205
Chesterfield, Missouri 63017
(d) Mr. Rapp, during the last five years, has not been
convicted in a criminal proceeding.
(e) Mr. Rapp, during the last five years was not a party
to a civil proceeding of a judicial or administrative
body of competent jurisdiction which as a result of
such proceeding was 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.
(f) Citizenship:
United States
(a) Name:
Jack Schlautman
(b) Business Address:
Varner Technologies, Inc.
1819 Clarkson Road, Suite 205
Chesterfield, Missouri 63017
(c) Occupation:
Controller, CFO and Director of
Varner Technologies, Inc.
Varner Technologies, Inc.
1819 Clarkson Road, Suite 205
Chesterfield, Missouri 63017
(d) Mr. Schlautman, during the last five years, has not
been convicted in a criminal proceeding.
(e) Mr. Schlautman, during the last five years was not a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which
as a result of such proceeding was 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.
(f) Citizenship:
United States
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CUSIP No. 713398105 13D
(a) Name:
Ray Heflin
(b) Business Address:
Varner Technologies, Inc.
1819 Clarkson Road, Suite 205
Chesterfield, Missouri 63017
(c) Occupation:
Chief Operating Officer and Director of
Varner Technologies, Inc.
Varner Technologies, Inc.
1819 Clarkson Road, Suite 205
Chesterfield, Missouri 63017
(d) Mr. Heflin, during the last five years, has not been
convicted in a criminal proceeding.
(e) Mr. Heflin, during the last five years was not a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which
as a result of such proceeding was 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.
(f) Citizenship:
United States
(a) Name:
Fred Jarosz (Director)
(b) Business Address:
Varner Technologies, Inc.
1819 Clarkson Road, Suite 205
Chesterfield, Missouri 63017
(c) Occupation:
President
Speechmakers International
7098 Heruss Lane
New Berlin, Illinois 62670
(d) Mr. Jarosz, during the last five years, has not been
convicted in a criminal proceeding.
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CUSIP No. 713398105 13D
(e) Mr. Jarosz, during the last five years was not a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which
as a result of such proceeding was 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.
(f) Citizenship:
United States
(a) Name:
John Snow (Director)
(b) Business Address:
Varner Technologies, Inc.
1819 Clarkson Road, Suite 205
Chesterfield, Missouri 63017
(c) Occupation:
President
National Funding Group
925 E. Eldorado
Decatur, Illinois 62521
(d) Mr. Snow, during the last five years, has not been
convicted in a criminal proceeding.
(e) Mr. Snow, during the last five years was not a party
to a civil proceeding of a judicial or administrative
body of competent jurisdiction which as a result of
such proceeding was 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.
(f) Citizenship:
United States
(a) Name:
Marvin Solomonson (Director)
(b) Business Address:
Varner Technologies, Inc.
1819 Clarkson Road, Suite 205
Chesterfield, Missouri 63017
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CUSIP No. 713398105 13D
(c) Occupation:
Financial Consultant
Aragon Investment Services
718 15th Avenue
East Moline, Illinois 61244
(d) Mr. Solomonson, during the last five years, has not
been convicted in a criminal proceeding.
(e) Mr. Solomonson, during the last five years was not a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which
as a result of such proceeding was 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.
(f) Citizenship:
United States
(a) Name:
James Cragg (Director)
(b) Business Address:
Varner Technologies, Inc.
1819 Clarkson Road, Suite 205
Chesterfield, Missouri 63017
(c) Occupation:
President
PSI Network, Inc.
609 Wyndham Crossing Circle
Des Peres, Missouri 63131
(d) Mr. Cragg, during the last five years, has not been
convicted in a criminal proceeding.
(e) Mr. Cragg, during the last five years was not a party
to a civil proceeding of a judicial or administrative
body of competent jurisdiction which as a result of
such proceeding was 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.
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CUSIP No. 713398105 13D
(f) Citizenship:
United States
(a) Name:
Bryan Thomas (Director)
(b) Business Address:
Varner Technologies, Inc.
1819 Clarkson Road, Suite 205
Chesterfield, Missouri 63017
(c) Occupation:
Chief Executive Officer
Cannon Cochrane Management Services
902 Wesley Avenue
Savoy, Illinois 61874
(d) Mr. Thomas, during the last five years, has not been
convicted in a criminal proceeding.
(e) Mr. Thomas, during the last five years was not a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which
as a result of such proceeding was 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.
(f) Citizenship:
United States
ITEM 3. Source and Amount of Funds or Other Consideration
Working Capital of Varner Technologies, Inc., in the amount of
$250,000
ITEM 4. Purpose of Transaction
On November 22, 1999, in a private transaction, the Reporting
Person purchased 10,116,000 shares of Peppermill Capital
Corporation Common Stock for approximately $0.0247 per share,
for a total purchase price of $250,000, in order to facilitate
a contemplated business combination/merger transaction between
both entities. The purchase of the 10,116,000 shares by the
Reporting Person represents approximately 90% of the issued
and outstanding Common Stock of Peppermill Capital
Corporation. Immediately after the stock purchase, Clayton
Varner, President and Chief Executive Officer of the Reporting
Person, was appointed President, Chairman and sole director of
Peppermill Capital Corporation.
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CUSIP No. 713398105 13D
The Reporting Person and the issuer have entered into a Letter
of Intent, providing for the merger of Varner Technologies,
Inc. into Peppermill Capital Corporation. The final terms of
the contemplated merger are currently being negotiated,
however, it is contemplated that as a consequence of any such
merger, each holder of shares of Common Stock and non-voting
Common Stock of Varner Technologies, Inc. will receive a pro
rata share of the 10,116,000 aggregate shares of the issuer
purchased by the Reporting Person. Such pro rata share shall
be based upon each such shareholder's respective percentage
ownership interest of the total number of issued and
outstanding shares of Common and/or non-voting Common Stock of
the Reporting Person. It is further anticipated that as a
consequence of any prospective merger, each holder of one
share of Varner Technologies, Inc. Preferred Stock will
receive one share of a newly created class of Peppermill
Capital Corporation Preferred Stock. Thus, after the merger,
it is expected that shareholders of the Reporting Person will
own approximately 90% of the issued and outstanding Common
Stock of the issuer, and shareholders of the issuer prior to
the merger will retain ownership of approximately 10% of the
issuer's issued and outstanding Common Stock.
Prior to the share purchase being reported hereunder, the
issuer's primary stated business activity was the exploration
and development of mineral properties, the issuer being the
present owner of various mineral rights to certain mineral
claims located in the Princeton area of British Columbia,
Canada. To date, the issuer has been in a development stage,
and has generated no revenues from the development of any of
its mineral claims.
The issuer's primary business purpose will shift from the
exploration and development of mineral properties to that of
the Reporting Person, namely, the marketing and sale of
various Internet services, e-commerce, long distance telephone
services, wireless telephone services and products, prepaid
telephone cards and other communications products and
services, by independent representatives through a multilevel
marketing plan in 49 states of the United States.
Peppermill Capital Corporation has registered its Common Stock
on a Form 10-SB and has been approved to list its Common Stock
on the OTC Bulletin Board. The issuer's Common Stock commenced
trading on November 29, 1999, and trades under the symbol
"XIOL".
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CUSIP No. 713398105 13D
ITEM 5. Interest in Securities of the Issuer
(a) 10,116,000 shares of common stock, constituting
approximately 90% of the issued and outstanding
common stock.
(b) There is sole power to vote or to direct the vote and
sole power to dispose or to direct the disposition of
the 10,116,000 shares of common stock held by the
Reporting Person.
(c) On November 22, 1999, in a private transaction, the
Reporting Person purchased 10,116,000 shares of
common stock of Peppermill Capital Corporation for
approximately for $0.0247 per share, for a total
purchase price of $250,000 in order to facilitate a
contemplated business combination/merger transaction
between both entities.
(d) No other person is known to have the right to receive
or the power to direct the receipt of dividends from,
or the proceeds from the sale of such securities.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of The Issuer
A Letter of Intent dated November 19, 1999, reflects the basic
understanding of Varner Technologies, Inc. and Peppermill
Capital Corporation with respect to a business combination
/merger transaction to take place between the two entities.
Said Letter of Intent provides that all of the issued and
outstanding voting and non-voting shares of the Reporting
Person's Common Stock will be acquired by the issuer for the
right to receive an aggregate of 10,116,000 shares of the
issuer, and further provides that all issued and outstanding
shares of the Reporting Person's Preferred Stock shall be
converted on a one-for-one basis into shares of a newly
created class of the issuer's Preferred Stock. The Letter of
Intent also provides that a formal Acquisition Agreement shall
be entered into by the issuer and the Reporting Person by
December 31, 1999. Said Acquisition Agreement will contain the
definitive and final terms of the contemplated business
combination/merger transaction between the parties.
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CUSIP No. 713398105 13D
ITEM 7. Material to be Filed as Exhibits
Exhibit A: Letter of Intent dated November 19, 1999, regarding
a business combination/merger transaction between Varner
Technologies, Inc. and Peppermill Capital Corporation.
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.
December 2, 1999
- -----------------------------------
Date
Varner Technologies, Inc.
/s/ Clayton Varner
----------------------------------
Clayton Varner, President
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<PAGE>
EXHIBIT A
PEPPERMILL CAPITAL CORPORATION
November 19, 1999
Varner Technologies, Inc.
1819 Clarkson Road
Chesterfield, MO 63017
Gentlemen:
This letter sets forth the terms and conditions upon which the business
and operations of Varner Technologies, Inc., a Missouri corporation ("Company"
or "Varner"), will be acquired by Peppermill Capital Corporation ("Peppermill"),
or a wholly owned subsidiary thereof, (the "Business Combination"). The offer
set forth in this letter of intent will expire at 5:00 p.m., Missouri time, on
November 23, 1999, unless this letter of intent is signed by the Company on the
appropriate line below and returned to the undersigned such that it is received
prior to such time.
1. Consideration. In the Business Combination, all the outstanding
voting and non-voting shares of common stock of the Company will be acquired for
the right to receive an aggregate of 10,116,000 shares of Peppermill. The
Company's preferred stock will be converted on a one-for-one basis in a new
class of Peppermill preferred stock.
2. Acquisition Agreement. Peppermill and the Company agree to act in
good faith to negotiate and cause the execution of a definitive Acquisition
Agreement (the "Acquisition Agreement") on or before December 31, 1999. The
Acquisition Agreement will contain representations, warranties, covenants and
conditions to be agreed upon by the parties.
3. Peppermill's Conditions to Closing. Peppermill's closing of the
transaction will be subject to the satisfaction of certain conditions, including
the following:
(a) Execution of a definitive Acquisition Agreement between
Peppermill and the Company, satisfactory in form and substance to Peppermill;
(b) Receipt of all necessary third party consents including
approval of Peppermill's and the Company's board of directors and shareholders;
and
(c) Receipt of all fairness opinions that the transaction is
fair to Peppermill's common shareholders from a financial point of view.
<PAGE>
Varner Technologies, Inc.
November 19, 1999
Page 2
4. Company's Conditions to Closing. The Company's closing of the
transaction will be subject to the satisfaction of certain conditions, including
the following:
(a) Execution of a definitive Acquisition Agreement
satisfactory in form and substance to the Company;
(b) Receipt of all necessary third party consents, including
approval of Peppermill's and the Company's board of directors and shareholders;
and
(c) Execution and delivery, prior to execution of the
Acquisition Agreement, of a voting agreement and proxy by shareholders owning
10,116,000 shares of Peppermill.
5. Communications. Without the prior consent of the parties hereto,
between the date hereof and the closing date, neither Varner, or Peppermill nor
any of the officers, directors, employees, affiliates, stockholders or agents of
any of them, shall make any statement or public announcement or any release to
trade publications or through the press or otherwise, or make any statement to
any competitor, customer or any other third party, with respect to the
transaction contemplated hereby; provided, however, that nothing contained
herein shall prevent (i) a party from communicating with those employees who
will be involved in facilitating the closing of the transaction contemplated
hereby; (ii) Peppermill and the Company from disclosing this transaction to its
lenders, prospective underwriters; and (iii) as required by law.
6. Expenses. Each party shall be responsible for all of its expenses
incurred in connection with the transaction contemplated by this letter
agreement, including the fees of any brokers and financial advisors.
7. Termination. Except for paragraphs 5 and 6 hereof, this letter will
automatically terminate and be of no further force and effect upon the earliest
of (a) execution of a definitive Acquisition Agreement between Peppermill and
the Company, (b) mutual agreement of the Company and Peppermill to terminate
this letter agreement, and (c) 120 days after the acceptance of this letter
agreement by the Company. Notwithstanding anything in the previous sentence, the
termination of this letter agreement shall not affect any rights a party has
with respect to the breach of this letter agreement by another party prior to
such termination.
This letter agreement is intended to be, and shall be construed only as
a letter of intent and except for Sections 5,6, and 7 shall not impose any
binding obligations on any person. Except as provided in the immediately
preceding sentence, it is understood that the rights and
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Varner Technologies, Inc.
November 19, 1999
Page 3
obligations of the parties remain to be defined in a definitive Acquisition
Agreement into which this letter agreement shall be merged.
If you are in agreement with the terms set forth above and desire to
proceed with the transaction on that basis, please sign this letter agreement in
the space provided below and return an executed copy to us at the address set
forth above.
Sincerely,
PEPPERMILL CAPITAL CORPORATION
By: /s/ Clayton W. Varner
------------------------------
Name: Clayton W. Varner
---------------------
Title: CEO and President
---------------------
ACCEPTED AND AGREED as of the date first above written:
VARNER TECHNOLOGIES, INC.
By: /s/ Clayton W. Varner
---------------------------
Name: Clayton W. Varner
Title: CEO and President
By: /s/ John A. Schlautman
---------------------------
Name: John A. Schlautman
Title: CFO
