Peppermill Capital Corporation Files Amendment No. 3 to Its Form S-4 Registration Statement Regarding Proposed Merger With Varner Technologies, Inc.

Apr 16, 2001, 01:00 ET from Varner Technologies, Inc.

    CHESTERFIELD, Mo., April 16 /PRNewswire/ -- Peppermill Capital Corporation
 (OTC Bulletin Board:   PEPM), in response to the SEC comments of February 16,
 2001, announces that on April 16, 2001 it filed Amendment No.3 to its Form S-4
 registration statement relating to the proposed merger of Peppermill Capital
 Corporation and Varner Technologies, Inc. with the Securities & Exchange
 Commission (SEC). Both companies have previously signed an agreement (Nov.
 1999) providing for the merger of Varner into Peppermill. Immediately after
 the merger, the surviving entity will be renamed Varner Technologies, Inc.
 Once the registration statement is effective and the merger complete, each
 holder of one share of common stock or one share of non-voting common stock of
 Varner will receive three shares of Peppermill common stock; (ii) each holder
 of one share of preferred stock of Varner will receive five shares of a newly
 created class of Peppermill preferred stock; and (iii) each current holder of
 one share of Peppermill common stock will receive a dividend of four
 additional shares of Peppermill common stock.  After the merger, Varner common
 shareholders will own approximately 93% of the common stock of Peppermill and
 former shareholders of Peppermill will then own approximately 7% of Peppermill
 common stock.  The holders of Varner preferred stock will own 100% of
 Peppermill preferred stock after the merger.
     The companies previously announced that Varner Technologies, Inc.
 ("Varner") purchased 10,116,000 shares or approximately 90% of the outstanding
 shares of common stock of Peppermill Capital Corporation ("Peppermill"). Thus,
 Peppermill is a 90% owned subsidiary of "Varner." Immediately after the stock
 purchase, Mr. Clayton Varner, President of Varner, was appointed as President
 and director of Peppermill. The Board of Directors of Peppermill has approved
 of the proposed merger with Varner. Final approval of the merger will require
 the vote of the holders of a majority of Peppermill's common stock. Varner
 owns approximately 90% of Peppermill common stock and so it is expected that
 the proposed merger will be approved by Peppermill shareholders. The Board of
 Directors of Varner has approved of the proposed merger.
     Clay Varner, President and CEO of Varner, stated "The merger of VTI into
 Peppermill will be the start of the companies second phase in the development
 of Varner's "E-toll Bridge." This second phase will allow access to capital
 markets, through a public vehicle, to drive company growth."
 
     About Varner Technologies, Inc.  (VTI)
     VTI ( www.varner.com ) is building an "E-toll Bridge" through its three
 operating divisions, the Software Development Group, the Communications Group
 and the marketing and sales division, Networking People with Technologies,
 ("NPWT"). VTI's goals are to bring new technologies to the marketplace and to
 educate people on the use of those technologies. NPWT ( www.npwt.net ) is a
 100% owned subsidiary of VTI that markets Internet solutions, as well as
 telecommunication products and services through its approximately 8,000
 independent contractors.
     VTI is also introducing an e-commerce browser called "D.A.V.I.D."(TM)
 (Develop Active Virtual Internet Dominates). "D.A.V.I.D." has a built-in
 search engine that ties the consumer directly into the "IECPN"(TM) (Instant E-
 Commerce Private Network) database stored on the "D.A.V.I.D." server.
 "D.A.V.I.D." will also allow the consumer to build a "PIECN"(TM) (Personal
 Instant E-Commerce Private Network) or "e-friend network" to create e-commerce
 incentives that can be used to pay certain groups to buy products and
 efficiently guide users through private networks to minimize searches and
 complete transactions rapidly.  Business-to-business license agreements will
 allow customization of the browser and the utilization of "smart card"
 technologies to capture and pay e-commerce incentives to the group or
 consumers that are established on the private network.
     VTI's Communications Group supplies the communication products of prepaid
 long distance, prepaid cellular and Internet access. Future products include a
 prepaid 1+ home long distance and local service in selected markets.
     Currently, VTI generates its revenues from its subsidiary, NPWT.  VTI's
 future plans are to generate revenues from mergers, business-to-business
 license agreements and e-commerce transactions.  VTI expects to implement
 separate Research and Development, traditional marketing, and wholesale
 subsidiaries for future products and services.
     "Safe Harbor" statement under the Private Securities Litigation Reform Act
 of 1995: This release contains forward-looking statements that are subject to
 risks and uncertainties. Other risks and uncertainties include but are not
 limited to the continuation of current levels of business activity, the impact
 of competitive products, product demand and market-acceptance risks, reliance
 on key strategic alliances, fluctuations in operating results and cash flow
 and other risks detailed from time to time in the Company's filings with the
 Securities and Exchange Commission. These risks could cause the Company's
 actual results for the current fiscal year and beyond to differ materially
 from those expressed in any forward looking statements made by, or on behalf
 of, the Company.
 
    "The names "D.A.V.I.D."(TM), "IECT"(TM), IECPN"(TM) and "PIECN"(TM) are
 servicemarks and trademarks of David-R&D, LLC."
 
 

SOURCE Varner Technologies, Inc.
    CHESTERFIELD, Mo., April 16 /PRNewswire/ -- Peppermill Capital Corporation
 (OTC Bulletin Board:   PEPM), in response to the SEC comments of February 16,
 2001, announces that on April 16, 2001 it filed Amendment No.3 to its Form S-4
 registration statement relating to the proposed merger of Peppermill Capital
 Corporation and Varner Technologies, Inc. with the Securities & Exchange
 Commission (SEC). Both companies have previously signed an agreement (Nov.
 1999) providing for the merger of Varner into Peppermill. Immediately after
 the merger, the surviving entity will be renamed Varner Technologies, Inc.
 Once the registration statement is effective and the merger complete, each
 holder of one share of common stock or one share of non-voting common stock of
 Varner will receive three shares of Peppermill common stock; (ii) each holder
 of one share of preferred stock of Varner will receive five shares of a newly
 created class of Peppermill preferred stock; and (iii) each current holder of
 one share of Peppermill common stock will receive a dividend of four
 additional shares of Peppermill common stock.  After the merger, Varner common
 shareholders will own approximately 93% of the common stock of Peppermill and
 former shareholders of Peppermill will then own approximately 7% of Peppermill
 common stock.  The holders of Varner preferred stock will own 100% of
 Peppermill preferred stock after the merger.
     The companies previously announced that Varner Technologies, Inc.
 ("Varner") purchased 10,116,000 shares or approximately 90% of the outstanding
 shares of common stock of Peppermill Capital Corporation ("Peppermill"). Thus,
 Peppermill is a 90% owned subsidiary of "Varner." Immediately after the stock
 purchase, Mr. Clayton Varner, President of Varner, was appointed as President
 and director of Peppermill. The Board of Directors of Peppermill has approved
 of the proposed merger with Varner. Final approval of the merger will require
 the vote of the holders of a majority of Peppermill's common stock. Varner
 owns approximately 90% of Peppermill common stock and so it is expected that
 the proposed merger will be approved by Peppermill shareholders. The Board of
 Directors of Varner has approved of the proposed merger.
     Clay Varner, President and CEO of Varner, stated "The merger of VTI into
 Peppermill will be the start of the companies second phase in the development
 of Varner's "E-toll Bridge." This second phase will allow access to capital
 markets, through a public vehicle, to drive company growth."
 
     About Varner Technologies, Inc.  (VTI)
     VTI ( www.varner.com ) is building an "E-toll Bridge" through its three
 operating divisions, the Software Development Group, the Communications Group
 and the marketing and sales division, Networking People with Technologies,
 ("NPWT"). VTI's goals are to bring new technologies to the marketplace and to
 educate people on the use of those technologies. NPWT ( www.npwt.net ) is a
 100% owned subsidiary of VTI that markets Internet solutions, as well as
 telecommunication products and services through its approximately 8,000
 independent contractors.
     VTI is also introducing an e-commerce browser called "D.A.V.I.D."(TM)
 (Develop Active Virtual Internet Dominates). "D.A.V.I.D." has a built-in
 search engine that ties the consumer directly into the "IECPN"(TM) (Instant E-
 Commerce Private Network) database stored on the "D.A.V.I.D." server.
 "D.A.V.I.D." will also allow the consumer to build a "PIECN"(TM) (Personal
 Instant E-Commerce Private Network) or "e-friend network" to create e-commerce
 incentives that can be used to pay certain groups to buy products and
 efficiently guide users through private networks to minimize searches and
 complete transactions rapidly.  Business-to-business license agreements will
 allow customization of the browser and the utilization of "smart card"
 technologies to capture and pay e-commerce incentives to the group or
 consumers that are established on the private network.
     VTI's Communications Group supplies the communication products of prepaid
 long distance, prepaid cellular and Internet access. Future products include a
 prepaid 1+ home long distance and local service in selected markets.
     Currently, VTI generates its revenues from its subsidiary, NPWT.  VTI's
 future plans are to generate revenues from mergers, business-to-business
 license agreements and e-commerce transactions.  VTI expects to implement
 separate Research and Development, traditional marketing, and wholesale
 subsidiaries for future products and services.
     "Safe Harbor" statement under the Private Securities Litigation Reform Act
 of 1995: This release contains forward-looking statements that are subject to
 risks and uncertainties. Other risks and uncertainties include but are not
 limited to the continuation of current levels of business activity, the impact
 of competitive products, product demand and market-acceptance risks, reliance
 on key strategic alliances, fluctuations in operating results and cash flow
 and other risks detailed from time to time in the Company's filings with the
 Securities and Exchange Commission. These risks could cause the Company's
 actual results for the current fiscal year and beyond to differ materially
 from those expressed in any forward looking statements made by, or on behalf
 of, the Company.
 
    "The names "D.A.V.I.D."(TM), "IECT"(TM), IECPN"(TM) and "PIECN"(TM) are
 servicemarks and trademarks of David-R&D, LLC."
 
 SOURCE  Varner Technologies, Inc.