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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
21986N-10-3
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(CUSIP Number)
E. Thom Rumberger, Jr., Esq.
Greenberg Traurig, P.A.
111 North Orange Avenue, 20th Floor
Orlando, Florida 32801
(407) 420-1000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 24, 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 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)
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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).
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SCHEDULE 13D
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CUSIP NO. 21986N-10-3 Page 2 of 4 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LAWRENCE R. KUHNERT
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER
948,000
NUMBER OF
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING ---------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
948,000
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
948,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
Excludes (i) 10,000 shares solely owned by Jacqueline Kuhnert
(wife of reporting person), (ii) 10,000 shares solely owned by
Ryan Kuhnert (son over age of 21), and (iii) 10,000 shares solely
owned by Daniel Kuhnert (brother of reporting person).
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
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CUSIP NO. 21986N-10-3 PAGE 3 OF 4 PAGES
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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) Lawrence R. Kuhnert
(b) Lawrence R. Kuhnert's business address is c/o 2536
Countryside Boulevard, 2nd Floor, Clearwater, Florida 33763.
(c) Lawrence R. Kuhnert is the Chief Financial Officer and a
Director of the Company.
(d) Lawrence R. Kuhnert has not, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) Lawrence R. Kuhnert, 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) Lawrence R. Kuhnert is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
All 948,000 shares of Common Stock beneficially owned by Mr.
Kuhnert 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. Kuhnert, 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.
Kuhnert received 948,000 shares.
The shares of Common Stock acquired by Mr. Kuhnert were
acquired and are being held as an investment. Mr. Kuhnert 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. Kuhnert 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.
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SCHEDULE 13D
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CUSIP NO. 21986N-10-3 PAGE 4 OF 4 PAGES
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The number of Common Stock beneficially owned by Lawrence
R. Kuhnert is 948,000, comprising approximately 9.9% of the outstanding shares
of Common Stock.
(b) Lawrence R. Kuhnert has sole voting and sole dispositive
power with respect to the 948,000 shares.
(c) During the past 60 days, transactions in the Company's
securities by Mr. Kuhnert, beneficially or otherwise, are as follows:
(i) Acquisition of 948,000 shares of Common Stock in
respect of the Merger which was effective November 24, 1999. Mr. Kuhnert
received the shares in exchange for his 948,000 shares of common stock of ICE.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Except as described above, there are no contracts,
arrangements, understandings or relationships with respect to the securities to
which Mr. Kuhnert is a party or subject.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: November 30, 1999 /s/ Lawrence R. Kuhnert
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Lawrence R. Kuhnert
