8-K

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM 8-K
  
                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934
  
  
                               MARCH 29, 1999
                              ----------------
                              (Date of Report)
  

                       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
          of Incorporation)              Number)        Identification No.) 


          21550 OXNARD STREET, SUITE 830, WOODLAND HILLS, CA 91367
        ------------------------------------------------------------
        (Address of Principal Executive Offices, Including Zip Code)
  
  
                               (818) 676-0404
            ----------------------------------------------------
            (Registrant's Telephone Number, Including Area Code)
  
  
                                    N/A
       -------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report)




 Item 4.   Changes in Registrant's Certifying Accountant
  
      (a)  Previous Independent Auditors: 
  
           (i)  Schumacher & Associates, Inc. ("Schumacher") was dismissed
 from its position as the independent auditors for the Registrant on March
 25, 1999. 
  
           (ii)  Schumacher's reports on the financial statements of the
 Registrant for the two fiscal years ended March 31, 1998 contain no adverse
 opinion or disclaimer of opinion and were not qualified or modified as to
 audit scope or accounting principles.  Such reports contained a
 qualification as to the Registrant's ability to continue as a going
 concern. 
  
           (iii)  The Registrant's Board of Directors approved the change in
 accountants.  
  
           (iv)  For the two most recent fiscal years ended March 31, 1998
 and through March 31, 1997, there has been no disagreement between the
 Registrant and Schumacher on any matter of accounting principles or
 practices, financial statement disclosure, or auditing scope or procedure,
 which disagreement would have caused them to make a reference to the
 subject matter of the disagreement in connection with their reports. 
  
           (v)  During the two most recent fiscal years ended March 31, 1998
 and through March 31, 1997, the Registrant has not been advised of any
 matters described in Regulation S-K, Item 304(a) (1) (v). 
  
           Schumacher has furnished a letter addressed to the Securities and
 Exchange Commission (the "Commission") stating whether it agrees with the
 statements contained above.  A copy of that letter, dated March 25, 1999,
 is filed as Exhibit 16 to this Form 8-K. 
  
      (b)  New Independent Accountants: 
  
      The Registrant engaged Ernst & Young LLP ("Ernst & Young"), 21800
 Oxnard Street, Suite 500, Woodland Hills, California 91367 as its new
 independent accountants as of March 23, 1999.  Prior to such date, the
 Registrant did not consult with Ernst & Young regarding (i) the application
 of accounting principles, (ii) the type of audit opinion that might be
 rendered by Ernst & Young, or (iii) any other matter described in Item 304
 (a) (1) (v) of Regulation S-K. 
  
 Item 7.   Financial Statements and Exhibits   
  
           Exhibit 16.    Letter from Schumacher to the Commission.



 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, thereunto duly authorized. 
  
 Date:  March 29, 1999 
                 
  
                                     VERSAILLES CAPITAL CORPORATION 
  

                                     By:  /s/ Wellington A. Ewen
                                         ---------------------------
                                         Wellington A. Ewen 
                                         Chief Financial Officer 
                                

EX-99

 Exhibit 16. 
  
  
 March 25, 1999 
  
  
 United States Securities and Exchange Commission 
 Judiciary Plaza 
 450 Fifth Street, N. W. 
 Washington D.C.  20549 
  
 re:  Versailles Capital Corporation 
  
 Ladies and Gentlemen: 
  
 The undersigned Schumacher & Associates, Inc. previously acted as
 independent accountants to audit the financial statements of Versailles
 Capital Corporation.  We are no longer acting as independent accountants to
 the Company. 
  
 This letter will confirm that we have reviewed Item 4 of the Company's
 Form 8-K dated March, 1999 captioned "Changes in Registrant's Certifying
 Accountant" and that we agree with the statements made therein as they
 relate to us. 
  
 We hereby consent to the filing of this letter as an exhibit to the
 foregoing report on Form 8-K. 
  
 Dated this 25th day of March, 1999 
  
  
 Sincerely, 
  
  
 Schumacher & Associates, Inc.