CORPAS INVESTMENTS INC
SC 13D, 1999-12-06
NON-OPERATING ESTABLISHMENTS
Previous: CORPAS INVESTMENTS INC, SC 13D, 1999-12-06
Next: 1ST INTERNET GROUP INC, 3, 1999-12-06



<PAGE>   1

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 --------------

                                  SCHEDULE 13D
                                 (RULE 13d-101)

            INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                 RULE 13d-2(a)

                             (AMENDMENT NO. ___)1


                            CORPAS INVESTMENTS, INC.
- -------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
- -------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                  21986N-10-3
   ------------------------------------------------------------------------
                              (CUSIP Number)

                          E. Thom Rumberger, Jr., Esq.
                            Greenberg Traurig, P.A.
                      111 North Orange Avenue, 20th Floor
                             Orlando, Florida 32801
                                 (407) 420-1000
- -------------------------------------------------------------------------------
          (Name, Address and Telephone Number of Person Authorized to
                      Receive Notices and Communications)

                               November 24, 1999
     ---------------------------------------------------------------------
            (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 Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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
         Rule 13d-7(b) for other parties to whom copies are to be sent.



                         (Continued on following pages)


                              (PAGE 1 OF 4 PAGES)


- ---------------
         1 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 disclosures provided in a prior cover page.

           The information required on 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 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).


<PAGE>   2


                                  SCHEDULE 13D

- --------------------------------                 ------------------------------
CUSIP NO. 21986N-10-3                                   Page 2 of 4 Pages
          -----------
- --------------------------------                 ------------------------------

- -------------------------------------------------------------------------------
    1      NAMES OF REPORTING PERSONS
           I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

              ROSS A. LOVE

- -------------------------------------------------------------------------------
    2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                      (A) [ ]
                                                                      (B) [ ]

- -------------------------------------------------------------------------------
    3      SEC USE ONLY



- -------------------------------------------------------------------------------
    4      SOURCE OF FUNDS*

              OO
- -------------------------------------------------------------------------------
    5      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
           TO ITEMS 2(d) OR 2(e)                                          [ ]

- -------------------------------------------------------------------------------
    6      CITIZENSHIP OR PLACE OF ORGANIZATION

              UNITED STATES
- -------------------------------------------------------------------------------
                        7   SOLE VOTING POWER

                               1,000,000
      NUMBER OF
        SHARES        ---------------------------------------------------------
     BENEFICIALLY       8   SHARED VOTING POWER
       OWNED BY
         EACH                  0
      REPORTING       ---------------------------------------------------------
        PERSON          9   SOLE DISPOSITIVE POWER
         WITH
                               1,000,000
                      --------------------------------------------------------
                       10   SHARED DISPOSITIVE POWER

                               0
- -------------------------------------------------------------------------------
    11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

              1,000,000
- -------------------------------------------------------------------------------
    12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
           SHARES*                                                        [ ]

- -------------------------------------------------------------------------------
    13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

              10.4%
- -------------------------------------------------------------------------------
    14     TYPE OF REPORTING PERSON*

              IN
- -------------------------------------------------------------------------------

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>   3


                                  SCHEDULE 13D

- --------------------------------                 ------------------------------
CUSIP NO. 21986N-10-3                                   PAGE 3 OF 4 PAGES
- --------------------------------                 ------------------------------

ITEM 1.           SECURITY AND ISSUER.

                  The title of the class of equity securities to which this
statement relates is common stock, par value $.001 per share (the "Common
Stock"), of Corpas Investments, Inc., a Florida corporation (the "Company").
The address of the Company's principal executive offices is 2536 Countryside
Boulevard, 2nd Floor, Clearwater, Florida 33763.

ITEM 2.           IDENTITY AND BACKGROUND.

                  (a) Ross A. Love

                  (b) Ross A. Love's business address is c/o 2536 Countryside
Boulevard, 2nd Floor, Clearwater, Florida 33763.

                  (c) Ross A. Love is the President, Chief Executive Officer
and Chairman of the Board of the Company.

                  (d) Ross A. Love has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).

                  (e) Ross A. Love, has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is 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) Ross A. Love is a citizen of the United States.

ITEM 3.           SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

                  All 1,000,000 shares of Common Stock beneficially owned by
Mr. Love were received upon the merger of Interactive ConEd.com, Inc., a
Delaware corporation ("ICE"), with and into the Company (the "Merger").
Pursuant to the Merger, Mr. Love, as a stockholder of ICE, received one share
of Common Stock in exchange for each of his shares of common stock of ICE. The
Merger was effective on November 24, 1999.

ITEM 4.           PURPOSE OF TRANSACTION.

                  In respect of the Merger, the Company issued 5,600,000 shares
of Common Stock in exchange for all the issued and outstanding common stock of
ICE. The Merger was effective on November 24, 1999 upon the filing of the
Articles of Merger with the Secretary of State of the State of Florida and the
Certificate of Merger with the Secretary of State of the State of Delaware. Of
the 5,600,000 shares of Common Stock issued in respect of the Merger, Mr. Love
received 1,000,000 shares.

                  The shares of Common Stock acquired by Mr. Love were acquired
and are being held as an investment. Mr. Love intends to review on a continuing
basis his investment in the Company and may, depending on his evaluation of the
Company's business and prospects and upon future developments, determine to
increase or decrease, or continue to hold as an investment or dispose of, his
investment in the Company. Except as set forth above, Mr. Love does not have
any present plans or proposals which relate to or would result in: (a) the
acquisition or disposition by any person of additional securities of the
Company, (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, (c) a sale or transfer of a material amount of
assets of the Company or any of its subsidiaries, (d) any change, in the
present board of directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board, (e) any material change in the present capitalization
or dividend policy of the Company, (f) any other material change in the
Company's business or corporate structure, (g) any change in the Company's
charter, bylaws or instruments corresponding thereto or other actions which may
impede the acquisition or control of the Company by any person, (h) a class of
securities of the Company to be delisted from a national securities exchange or
cease being authorized to be quoted in an inter-dealer quotation system of a
registered national securities association, (i) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, or (j) any action
similar to any of those enumerated above.



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission