U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C.
Amendment Number 1 to
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Act of 1934
February 15, 2000
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Date of Report (date of earliest event reported)
Capco Energy, Inc.
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Exact Name of Registrant as Specified in its Charter
Colorado 0-10157 84-0846529
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State or Other Jurisdiction Commission File IRS Employer
of Incorporation Number Identification Number
2922 East Chapman Avenue, Suite 202
Orange, California 92869
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Address of Principal Executive Office, Including Zip Code
(714) 288-8230
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Registrant's Telephone Number, including Area Code
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ITEM 5. OTHER EVENTS.
(a) On December 15, 1999, the Registrant entered an agreement to
exchange shares of its restricted common stock, in a private transaction, for
80% of the outstanding common stock of Capco Resource Corporation ("CRC"), a
Delaware corporation engaged in the oil and gas business. The agreement was
later amended covered the exchange of the remaining 20% of the outstanding
common stock of CRC.
The terms of the exchange were 7 shares of Registrant's restricted
common stock. for 8 shares of CRC common stock. CRC's primary assets consist of
oil and gas properties in Alabama, Louisiana, and Kansas; real estate in
California and Canada; and, a 10.7% interest in the common stock of Capco
Resources Ltd., a Canadian public corporation. The total value of the purchase
for accounting purposes was $5,698,000.
CRC will continue to operate as a wholly owned subsidiary of
Registrant. and will acquire, manage, and control all oil and gas production for
the Registrant.
Subsequent to closing, it was determined that the acquisition of CRC
should have been reported using reverse-acquisition accounting procedures rather
than the purchase method of accounting. The registrant has elected to change its
year end to December to correspond to the year end of CRC the accounting
acquirer.
(b) On December 15, 1999, the Registrant entered into agreements to
exchange approximately 14,800,00 shares of the restricted common stock of
Registrant for 7,400,000 shares of the common stock of Capco Resources Ltd.
("CRL"), a public company whose securities are traded on the Canadian Venture
Exchange. As a result of the private transaction between the Registrant and
CRL's largest shareholder, the Registrant owns approximately 80% of CRL's issued
and outstanding stock. The effective date of the transaction was December 15,
1999.
CRL's principal asset consists of its wholly owned subsidiary, Capco
Asset Management ("CAM"), a Nevada corporation engaged in the business of
Financial Services. CAM owns 1,290,000 shares of the common stock of Greka
Energy Inc. (NASDAQ NMS: GRKA), currently valued at approximately $14 Million;
and, 1,240,000 shares of Meteor Industries (NASDAQ SC: METR), currently valued
at approximately $3.75 Million. CAM has also agreed to convert the debt
securities which it owns in Chaparral Resources Inc. (NASDAQ SC: CHAR), and
Nevada Manhattan Group, Inc. (OTC BB: NVMHE) to equity resulting in holdings of
403,226 shares of Chaparral and 16,000,000 shares of Nevada Manhattan
respectively. These holdings are valued as of this filing at approximately $5
Million and $1.75 Million, respectively.
In addition, CAM owns 50% of the issued and outstanding capital stock
of Fidelity Tax Group LLC, a California limited liability company specializing
in accounting and tax preparation for small businesses and individuals.
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(c) On December 15, 1999, Registrant agreed to exchange 200,000 shares
of the restricted common stock of Registrant for 80% of the common stock of
Zelcom Industries, Inc., a California corporation. The agreement also provided
for options to purchase additional shares of the common stock of Registrant to
be awarded upon achievement of specific performance goals by Zelcom.
Item 8. Change in Fiscal Year
Subsequent to the closing of the CRC acquisition in December 1999,
it was determined that the registrant needed to change its year-end from May 31,
2000, to that of the accounting acquirer which was December 31, 1999. The Form
10-KSB to be filed for December 31, 1999, will include the historical
information of CRC, the accounting acquirer.
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, hereunto duly authorized.
CAPCO ENERGY, INC.
Amendment No. 1
Dated: November 2, 2000 By:/s/ Dennis R. Staal
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Dennis R. Staal
Chief Financial Officer
