<PAGE>2

                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION

                       Washington, D.C. 20549

                          FORM 10-QSB

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
      OF THE SECURITIES AND EXCHANGE ACT OF 1934
      For the Quarter ended March 31, 1999

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
      EXCHANGE ACT
      For the transition period               to
                                    ----------    ----------

                 Commission file number - 333-63015

                     Makepeace Capital Corp.
Exact name of Registrant as specified in its charter)

         Texas                                                   84-1472120
 (State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization                                 Identification
                                                                   Number)

1660 South Albion Street, #723, Denver, Colorado                   80222
(Address of principal executive offices)                        (Zip Code)

                           303-753-6512
          (Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and Exchange
Act of 1934 during the preceding twelve months (or such shorter period that
the Registrant was required to file such reports), and (2) has been subject
to file such filing requirements for the past thirty days.

Yes    x      No
    ------       ------

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report:

                3,575,000 Shares of Common Stock ($.001 par value)
                               (Title of Class)


Transitional Small Business Disclosure Format (check one):
    Yes           No    x
       -------       -------










<PAGE>3


                        Makepeace Capital Corp.


PART I:        Financial Information

                     ITEM 1 - Financial statements

                     ITEM 2 - Management's' discussion and analysis of
                     financial condition and results of operations

PART II:      Other Information

                     ITEM 6 - Exhibits and Reports on Form 8-K









<PAGE>4

PART I

Item 1. Financial Statements:


                Makepeace Capital Corp.
                     Balance Sheets

                                                         March 31, 2000
                         ASSETS                           (Unaudited)
Current assets:
  Cash                                                   $      14,088
  Accounts receivable, officer                                  32,745
  Accounts receivable, related party                               600
                                                         -------------
      Total current assets                                      47,433

Property and equipment, at cost, net of
  accumulated depreciation of $3,619                             3,252

Available for sale securities                                  100,000
Deferred offering costs                                          5,370
Deposits                                                         5,600
Organization costs, net of amortization of $817                    934
                                                          ------------
                                                         $     162,589
          LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Current portion of long-term debt                       $       4,028
  Accounts payable                                               1,961
  Loan payable - related party                                  71,294
                                                           -----------
      Total current liabilities                                 77,283


Stockholders' equity:
 Preferred stock, $.001 par value
 20,000,000 shares authorized                             -

 Common stock, $.001 par value,
 100,000,000 shares authorized,
  10,000 and 3,575,000 shares
  issued and outstanding, respectively                            3,677
 Additional paid in capital                                     413,323
 Subscriptions to common stock                                   28,500
 Accumulated deficit                                           (360,194)
                                                                 85,306
                                                           ------------
                                                         $      162,589


   See accompanying notes to financial statements.





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      Makepeace Capital Corp.
      Statements of Operations
<TABLE>
<CAPTION>
                                    Three Months Ended          Nine Months Ended
                                       March 31      March 31      March 31      March 31
                                         2000          1999          1999          1999
                                     (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)
<S>                                     <C>            <C>           <C>           <C>
Sales                                $      -      $  15,651     $      -    $    73,654
Cost of sales                               -         15,444            -         61,540
                                      ----------    --------      ----------   ---------
Gross profit                                -            207            -         12,114

Other costs and expenses:
 General and administrative               22,000      24,184         109,726      91,401
                                      ----------    --------      ----------   ---------
(Loss) from operations                   (22,000)    (23,977)       (109,726)    (79,287)

Other income and (expense):
 Interest income                              25          71              29         651
 Loss on asset disposition                  -            -               -          (742)
                                       ----------    --------      ----------   ---------
                                              25          71              29         (91)
                                    ----------    --------      ----------   ---------

(Loss) before income taxes               (22,065)     (23,906)       (109,697)   (79,378)
Provision for income taxes                  -            -               -          -
                                      ----------    --------      ----------   ---------

  Net (loss)                         $   (22,065)   $ (23,906)    $  (109,697)  $(79,378)

Per share data
 Basic and diluted loss per share    $      (.01)   $    (.01)    $      (.03)  $   (.03)

 Weighted average shares outstanding    3,637,200    3,575,000       3,604,622  3,171,667
</TABLE>




See accompanying notes to financial statements.






<PAGE>6

             Makepeace Capital Corp.
            Statements of Cash Flows
<TABLE>
<CAPTION>
                                                   Nine Months     Nine Months
                                                      Ended           Ended
                                                    March 31,       March 31,
                                                       2000            1999
                                                   (Unaudited)     (Unaudited)
<S>                                                   <C>              <C>
Net income (loss)                                   $ (109,697)     $   (79,378)
  Adjustments to reconcile net income (loss) to net
   cash provided by (used in) operating activities:
   Depreciation and amortization                         1,140            3,314
Changes in assets and liabilities:
    (Decrease) increase in other assets                   -                (542)
    Increase (decrease) in accounts payable                  1               (1)
                                                     ---------         --------
       Total adjustments                                 1,141            2,771
                                                      ---------         --------
  Net cash (used in)
   operating activities                               (108,556)         (76,607)

Cash flows from investing activities:
   Repayment of loan to related party                    36,634            -
   Purchase of marketable securities                   (100,000)           -
   Loan to officer                                      (32,745)           -
                                                      ---------         --------
Net cash (used in) investing activities                 (96,111)           -

Cash flows from financing activities:
   Repayment of long-term debt                             -             (1,570)
   Proceeds from the sale of common stock               204,000          15,000
   Increase in deferred offering costs                     -            (24,789)
   Repayment of related party loans                     (29,650)           -
   Advances from related party                             -             40,053
                                                       ---------         --------
  Net cash provided by
   financing activities                                 174,350           28,694
                                                      ---------         --------

Increase (decrease) in cash                             (30,317)          (47,913)
Cash and cash equivalents,
 beginning of period                                     44,405            57,220
                                                      ---------         --------
Cash and cash equivalents,
 end of period                                       $   14,088         $   9,307
</TABLE>



See accompanying notes to financial statements.






<PAGE>7

Makepeace Capital Corp.
Notes to Financial Statements

Basis of presentation

The accompanying unaudited financial statements have been
prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions incorporated in Regulation 10-SB of the
Securities and Exchange Commissioon.  Accordingly, they do
notinclude all of the information and footnotes required by
generally accepted accounting principles for complete
financial statements. In the opinion of management, all
adjustments (consisting of normal recurring adjustments and
accruals) considered necessary for a fair presentation have
been included.

The results of operations for the periods presented are not
necessarily indicative of the results to be expected for
the full year. The accompanying financial statements should
be read in conjunction with the Company's financial
statements for the year ended June 30, 1999.

Basic loss per share was computed using the weighted
average number of common shares outstanding.

During the nine months ended March 31, 2000, the Company
received gross proceeds of $204,000 from the continued sale
of common stock at an offering price of $5 per share.

During the nine months ended March 31, 2000, $36,634 of
advances to a related party were repaid and the Company
made $32,745 of advances to its president.

During March 2000 the Company made an investment in common
stock of Home Carivan.com, Inc., an Internet company.  The
company plans to have its stock become publically traded
during the year 2000.  The Company purchased an aggregate
of 280,000 shares of the common stock for $100,000 in cash.





<PAGE>7

              Makepeace Capital Corp.

PART I (cont.)


Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations:

Trends and Uncertainties.  Demand for the Company's services will be
dependent on, among other things, general economic conditions which
are cyclical in nature.  Inasmuch as a major portion of the Company's
activities is the sale and construction of home improvement contracts
and the generation of commercial contracts for which the Company
derives percentage overrides from wholesale warehouse material
suppliers, the Company's business operations may be adversely affected
by the Company's competitors and prolonged recessionary periods.

Capital and Source of Liquidity.  The Company currently has no
material commitments for capital expenditures.

For the nine months ended March 31, 2000, the Company repaid a loan to
a related party for $36,634 and purchased $100,000 of marketable
securities.   For the nine months ended March 31, 2000, the Company
also loaned $32,745 to an officer o the Company resulting in net cash
used in investing activities of $96,111.

The Company had no investing activities in the nine months ended March
31, 1999.

For the nine months ended March 31, 2000, the Company received
proceeds of $204,000 from the sale of its common stock and repaid
related party loans of $29,650.   As a result, the Company had net
cash provided by financing activities of $174,350 for the nine months
ended March 31, 2000.

For the nine months ended March 31, 1999, the Company repaid long term
debt of $1,570, received proceeds of $15,000 from the sale of its
common stock and had an increase in deferred offering costs of
$24,789.   Additionally, for the nine months ended March 31, 1999, the
Company received advances from a related party of $40,053.   As a
result, the Company had net cash provided by financing activities of
$28,694 for the nine months ended March 31, 1999.

The Company expects that the net proceeds from its recent Rule 504
offering, its recent public offering and the cash flow from future
operations, if any, will be sufficient to allow the Company to meet
the expected growth in demand for its products and services.  However,
there can be no assurance that sufficient capital will be raised or
that future product sales will meet the Company's growth expectations.
Should either of these fail to occur, the Company may elect to

   -   reduce the planned expansion of operations or
   -    pursue other financing alternatives such as a rights offering,
warrant exercise or borrowings.

Implementation of either of the foregoing options could delay or
diminish the Company's planned growth and adversely affect its
profitability.

Management is of the opinion that its current working capital and
anticipated funds from operations are sufficient to meet its cash
requirements for moderate growth in the year ahead.  However, in order
to achieve the Company's plans for growth, additional capital is
required.

On a long term basis, liquidity is dependent on increased revenues
from operations, additional infusions of capital and debt financing.
The Company believes that additional capital and debt financing in the
short term will allow the Company to commence its marketing and sales
efforts and thereafter result in revenue and greater liquidity in the
long term.  However, there can be no assurance that the Company will
be able to obtain additional equity or debt financing in the future,
if at all.

Results of Operations.   For the nine months ended March 31, 2000, the
Company had no revenues.   For the nine months ended March 31, 2000,
the Company had a net loss of $109,697.   General and administrative
expenses were $109,726 for the nine months ended March 31, 2000, which
consisted primarily of professional fees of $32,897, office expense of

<PAGE>9

$36,328, other expenses of $2023, rent of $7,618, telephone of 2,116,
consulting expense of $25,000, depreciation of $966 and travel expense
of $2,778.

For the nine months ended March 31, 1999, the Company had no revenues.
For the nine months ended March 31, 1999, the Company had a net loss
of $91,401.   General and administrative expenses were $109,726 for
the nine months ended March 31, 2000, which consisted primarily of
advertising of $6,740, professional fees of $21,416, office expense of
$22,119, other expenses of $9,364, rent of $6,159, telephone of
$7,013, consulting expense of $8,650, depreciation of $3,313 and
travel expense of $6,607.

Plan of Operation.   The Company, over the next twelve months intends
to operate as a specialty contractor in the management of the
construction of commercial properties and retail home improvement
contracts for eventual sale to permanent financing.   The Company does
not anticipate the need for further funds should the Company raise a
minimal amount of $500,000 pursuant to its public offering.   Should
less than the minimal amount be raised, the Company would pursue
additional capital from borrowings, rights offerings or warrant
exercise.   The Company has no need of product research and
development.   Management possesses the experience to implement its
business plan.   No significant equipment purchases are planned over
the next twelve months other than two trucks to deliver materials to
job sites.

The Company shall seek to maintain low operating expenses while trying
to expand operations and increase operating revenues.  The Company is
focusing on maintaining a low cost administrative approach.   However,
increased marketing expenses will probably occur in future periods as
the Company attempts to further increase its marketing and sales
efforts.





<PAGE>10

                           Makepeace Capital Corp.

PART II


Item 6. Exhibits and Reports on Form 8-K

(a)   Exhibits (numbered in accordance with Item 601 of
      Regulation S-K)

      None

(b)   Reports on Form 8-K

None









                           SIGNATURE

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 thereunto duly
authorized.


Date:                           /s/ W. Ross C. Corace
                               ----------------------------
                               W. Ross C. Corace, President


May 14, 2000