SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For Quarter Ended: March 31, 2000; or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period _________ to __________
Commission File Number: 33-3378-D
COVINGHAM CAPITAL CORPORATION
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
UTAH 87-0430826
------------------------------ --------------------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
174 E. Dorchester Drive, Salt Lake City, Utah 84103
--------------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
(801) 521-0880
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that a
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ ] No [X]
As of March 31, 2000, there were 36,179,163 shares of the registrant's
Common Stock, $0.001 par value, issued and outstanding.
Transitional Small Business Disclosure Format. Yes [ ] No [ X ]
This Form 10-QSB has 16 pages, the Exhibit Index is located at page 15.
1
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The financial statements included herein have been prepared by the Company,
without audit pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosure normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading.
In the opinion of the Company, all adjustments, consisting of only normal
recurring adjustments, necessary to present fairly the financial position of the
Company as of March 31, 2000 and the results of its operations and changes in
its financial position from inception through March 31, 2000 have been made. The
results of operations for such interim period is not necessarily indicative of
the results to be expected for the entire year.
Index to Financial Statements
-----------------------------
Page
----
Balance Sheets........................................................... 3
Statements of Operations................................................. 4
Statements of Stockholders' Equity....................................... 5
Statements of Cash Flows................................................. 7
Notes to the Financial Statements......................................... 8
All other schedules are not submitted because they are not applicable or
not required or because the information is included in the financial statements
or notes thereto.
2
<PAGE>
COVINGHAM CAPITAL CORPORATION
(A Development Stage Company)
ASSETS
------
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
------------ -------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ 1,579 $ 1,589
------------ -------------
Total Current Assets 1,579 1,589
------------ -------------
TOTAL ASSETS $ 1,579 $ 1,589
============ =============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 1,864 $ -
------------ -------------
Total Current Liabilities 1,864 -
------------ -------------
TOTAL LIABILITIES 1,864 -
------------ -------------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock: 100,000,000 shares of authorized
of $0.001 par value, 36,179,163 shares issued
and outstanding 36,180 36,180
Additional paid-in capital 707,780 707,780
Deficit accumulated during the development stage (744,245) (742,371)
------------ -------------
Total Stockholders' Equity (Deficit) (285) 1,589
------------ -------------
TOTAL LIABILITIES AND STOCKHOLDERS
EQUITY (DEFICIT) $ 1,579 $ 1,589
============ =============
</TABLE>
3
<PAGE>
COVINGHAM CAPITAL CORPORATION
(A Development Stage Company)
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
From
Inception on
January 30,
For the Three Months Ended 1986 Through
March 31, March 31,
--------------------------- ------------
2000 1999 2000
------------ ------------ ------------
<S> <C> <C> <C>
REVENUES $ - $ - $ -
EXPENSES
General and administrative 1,874 - 20,285
------------ ------------ ------------
Total Expenses 1,874 - 20,285
------------ ------------ ------------
Operating loss before loss from
discontinued operations (1,874) - (20,285)
------------ ------------ ------------
LOSS FROM DISCONTINUED
OPERATIONS (Note 3) - - (723,960)
------------ ------------ ------------
NET LOSS $ (1,874) $ - $ (744,245)
============ ============ ============
BASIC LOSS PER SHARE $ (0.00) $ (0.00)
============ ============
BASIC WEIGHTED AVERAGE SHARES 35,979,163 33,179,163
============ ============
</TABLE>
4
<PAGE>
COVINGHAM CAPITAL CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During the
--------------------------- Paid-In Subscription Development
Shares Amount Capital Receivable Stage
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Balance at inception on
January 30, 1986 - $ - $ - $ - $ -
Issuance of common stock for
cash at $0.0075 per share 2,000,000 2,000 13,000 - -
Net loss from inception on
January 30, 1986 through
December 31, 1986 - - - - (15,000)
------------ ------------ ------------ ------------ ------------
Balance, December 31, 1986 2,000,000 2,000 13,000 - (15,000)
Issuance of common stock
for cash at $0.05 per share 2,044,800 2,045 100,195 - -
Issuance of common stock
for purchase of subsidiary
at $0.05 per share 11,163,611 11,164 547,019 - -
Issuance of common stock
for services at $0.05 970,752 971 47,566 - -
Net loss for the year ended
December 31, 1987 - - - - (708,960)
------------ ------------ ------------ ------------ ------------
Balance, December 31, 1987 16,179,163 16,180 707,780 - (723,960)
Net loss for the years ended
December 31, 1988 to 1997 - - - - -
------------ ------------ ------------ ------------ ------------
Balance, December 31, 1997 16,179,163 $ 16,180 $ 707,780 $ - $ (723,960)
------------ ------------ ------------ ------------ ------------
</TABLE>
5
<PAGE>
COVINGHAM CAPITAL CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During the
--------------------------- Paid-In Subscription Development
Shares Amount Capital Receivable Stage
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1997 16,179,163 $ 16,180 $ 707,780 $ - $ (723,960)
Issuance of common stock
for subscription receivable
at $0.001 per share 17,000,000 17,000 - (17,000) -
Net loss for the year ended
December 31, 1998 - - - - (700)
------------ ------------ ------------ ------------ ------------
Balance, December 31, 1998 33,179,163 33,180 707,780 (17,000) (724,660)
Issuance of common stock
for services and expenses
paid by officer at $0.001 10,000,000 10,000 - - -
Issuance of common stock for
conversion of debt at $0.001 700,000 700 - - -
Issuance of common stock for
cash at $0.001 per share 9,300,000 9,300 - - -
Shares returned to treasury (17,000,000) (17,000) - 17,000 -
Net loss for the year ended
December 31, 1999 - - - - (17,711)
------------ ------------ ------------ ------------ ------------
Balance, December 31, 1999 36,179,163 36,180 707,780 - (742,371)
Net loss for the three months
ended March 31, 2000 (unaudited) - - - - (1,874)
------------ ------------ ------------ ------------ ------------
Balance, March 31, 2000 (unaudited) 36,179,163 $ 36,180 $ 707,780 $ - $ (744,245)
============ ============ ============ ============ ============
</TABLE>
6
<PAGE>
COVINGHAM CAPITAL CORPORATION
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
From
Inception on
For the Three Months Ended January 30,
March 31, 1986 Through
--------------------------- March 31,
2000 1999 2000
------------ ------------ ------------
(Unaudited)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) $ (1,874) $ - $ (744,245)
Adjustments to reconcile net loss to net
cash (used) by operating activities:
Loss on discontinued operations - - 558,182
Common stock issued for services - - 58,538
Change in operating assets and liabilities:
Increase (decrease) in accounts payable 1,864 - 1,864
------------ ------------ ------------
Net Cash (Used) by Operating Activities (10) - (125,661)
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES - - -
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issued for cash - - 127,240
------------ ------------ ------------
Net Cash Provided by Financing Activities - - 127,240
------------ ------------ ------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (10) - 1,579
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 1,589 - -
------------ ------------ ------------
CASH AND CASH EQUIVALENTS AT END
OF PERIOD $ 1,579 $ - $ 1,579
============ ============ ============
CASH PAID FOR:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
SCHEDULE OF NONCASH FINANCING ACTIVITIES:
Common stock issued for payment of debt $ - $ - $ 700
</TABLE>
7
<PAGE>
COVINGHAM CAPITAL CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2000 and December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of Covingham
Capital Corporation (a development stage company) is presented to
assist in understanding the Company's financial statements. The
financial statements and notes are representations of the
Company's management, which is responsible for their integrity and
objectivity. The accounting policies conform to generally accepted
accounting principles and have been consistently applied in the
preparation of the financial statements.
a. Organization and Business Activities
The financial statements presented are those of Covingham Capital
Corporation (the Company). The Company was incorporated in the
State of Utah on January 30, 1986 to engage in any lawful
activity, but more particularly to assist companies in marketing
their goods and services. The Company is considered a development
stage company per SFAS No. 7.
b. Accounting Method
The financial statements are prepared using the accrued method of
accounting. The Company has elected a December 31, year end.
c. Revenue Recognition
The Company currently has no source of revenues. Revenue
recognition policies will be determined when principal operations
begin.
d. Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
e. Income Taxes
No provision for income taxes has been accrued because the Company
has net operating losses from inception. The net operating loss
carryforwards of approximately $740,000 at December 31, 1999 will
expire by 2019. No tax benefit has been reported in the financial
statements because the Company is uncertain if the carryforwards
will expire unused. Accordingly, the potential tax benefits are
offset by a valuation account of the same amount.
8
<PAGE>
COVINGHAM CAPITAL CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2000 and December 31, 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
f. Cash and Cash Equivalents
The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash
equivalents.
g. Basic Loss Per Share
The computations of basic loss per share of common stock are based
on the weighted average number of common shares outstanding during
the period of the consolidated financial statements.
h. Unaudited Financial Statements
The accompanying unaudited financial statements include all of the
adjustments which, in the opinion of management, are necessary for
a fair presentation. Such adjustments are of a normal recurring
nature.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the Company
does not have significant cash or other material assets, nor does
it have an established source of revenues sufficient to cover its
operating costs and to allow it to continue as a going concern.
The Company is seeking additional financing from a private
placement of common stock. In the interim, a shareholder has
committed to meeting the Company's cash needs for a term of at
least twelve (12) months from the date of these financial
statements or until the Company establishes an active business
operation.
NOTE 3 - DISCONTINUED OPERATIONS
In July of 1987, the Company purchased 100% of the common stock of
Consumer Products Source, Inc. for 11,163,611 shares of the
Company's common stock valued at $558,183. Subsequently, Consumer
Products Source, Inc. was suspended and is no longer an active
subsidiary of the Company. The loss from discontinued operations
includes the purchase price of the subsidiary plus any losses
prior to the purchase of the subsidiary.
9
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
CAUTIONARY FORWARD - LOOKING STATEMENT
--------------------------------------
Statements included in this Management's Discussion and Analysis of
Financial Condition and Results of Operations, and in future filings by the
Company with the Securities and Exchange Commission, in the Company's press
releases and in oral statements made with the approval of an authorized
executive officer which are not historical or current facts are "forward-looking
statements" made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 and are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical earnings and those presently anticipated or projected. The Company
wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. The following
important factors, among others, in some cases have affected and in the future
could affect the Company's actual results and could cause the Company's actual
financial performance to differ materially from that expressed in any
forward-looking statement: (i) the extremely competitive conditions that
currently exist in the market for "blank check" companies similar to the Company
and (ii) lack or resources to maintain the Company's good standing status and
requisite filings with the Securities and Exchange Commission. The foregoing
list should not be construed as exhaustive and the Company disclaims any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.
Plan of Operation.
------------------
The Company has not engaged in any material operations or had any revenues
from operations during the last three fiscal years. The Company's plan of
operation for the next 12 months is to continue to seek the acquisition of
assets, property or business that may benefit the Company and its shareholders.
Because the Company has virtually no resources, management anticipates that to
achieve any such acquisition, the Company will be required to issue shares of
its common stock as the sole consideration for such acquisition.
In the event that the Company contacts or is contacted by a private company
or other entity which may be considering a merger with or into the Company, it
is possible that the Company would be required to raise additional funds in
order to accomplish the transaction. Otherwise, and even though the Company only
possesses nominal funds, as the Company does not engage in any ongoing business
which requires the routine expenditure of funds, the Company would not be
required to raise additional funds during the next twelve months. The Company
does not routinely expend any funds for the ownership or lease of property, as
any routine activities are being conducted out of an office made available by
the Company's President.
During the next 12 months, the Company's only foreseeable cash requirements
will relate to maintaining the Company in good standing and making the requisite
filings with the Securities and Exchange Commission and the payment of expenses
associated with reviewing or investigating any potential business venture, which
may be advanced by management or principal shareholders, or as loans to the
Company. Because the Company has not identified any such venture as of the date
of this Report, it is impossible to predict the amount of any such loan.
However, any such loan will not exceed $25,000 and will be on terms no less
favorable to the Company than would be available from a commercial lender in an
arm's length transaction. Management may at its descretion raise any required
funds through any private placement of "unregistered" and "restricted"
securities or any public offering of its common stock.
Results of Operations
---------------------
Revenues for the three months ended March 31, 2000 were zero. The Company
had a net loss of $1,874 for the period ending March 31, 2000.
Liquidity.
---------
During the three months ended March 31, 2000, the Company incurred expenses
of $1,874, while receiving $0 in revenues and ended the period with cash on hand
of $1,579.
10
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RISK FACTORS
------------
RISK OF PENNY STOCK. The Company's common stock may, at some future time,
be deemed to be "penny stock" as that term is defined in Rule 3a51-1 of the
Exchange Act of 1934. Penny stocks are stocks (i) with a price of less than five
dollars per share; (ii) that are not traded on a "recognized" national exchange;
(iii) whose prices are not quoted on the NASDAQ automated quotation system
(NASDAQ-listed stocks must still meet requirement (i) above); or (iv) of an
issuer with net tangible assets less than US$2,000,000 (if the issuer has been
in continuous operation for at least three years) or US$5,000,000 (if in
continuous operation for less than three years), or with average annual revenues
of less than US$6,000,000 for the last three years.
A principal exclusion from the definition of a penny stock is an equity
security that has a price of five dollars ($5.00) of more, excluding any broker
or dealer commissions, markups or markdowns. As of the date of this Registration
Statement the Company's common stock has a price in excess of $5.00 and would
not be deemed a penny stock.
If the Company's Common Stock were deemed a penny stock, section 15(g) and
Rule 3a51-1 of the Exchange Act of 1934 would require broker-dealers dealing in
the Company's Common Stock to provide potential investors with a document
disclosing the risks of penny stocks and to obtain a manually signed and dated
written receipt of the document before effecting any transaction in a penny
stock for the investor's account. Potential investors in the Company's common
stock are urged to obtain and read such disclosure carefully before purchasing
any shares that are deemed to be "penny stock."
Moreover, Rule 15g-9 of the Exchange Act of 1934 Commission requires
broker-dealers in penny stocks to approve the account of any investor for
transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker-dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the determination in (ii) above; and (iv) receive a signed and dated copy of
such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
the Company's common stock to resell their shares to third parties or to
otherwise dispose of them.
11
<PAGE>
COMPETITION. There are numerous corporations, firms and individuals which
are engaged in the type of business activities in which the Company is presently
engaged. Many of those entities are more experienced and possess substantially
greater financial, technical and personnel resources than the Company or its
subsidiaries. There are literally thousands of "blank check" companies engaged
in endeavors similar to those engaged in by the Company; many of these companies
have substantial current assets and cash reserves. Competitors also include
thousands of other publicly-held companies whose business operations have proven
unsuccessful, and whose only viable business opportunity is that of providing a
publicly-held vehicle through which a private entity may have access to the
public capital markets. There is no reasonable way to predict the competitive
position of the Company or any other entity in these endeavors; however, the
Company, having virtually no assets or cash reserves, will no doubt be at a
competitive disadvantage in competing with entities which have recently
completed IPO's, have significant cash resources and have operating histories
when compared with the complete lack of any substantive operations by the
Company. The Company will remain an insignificant participant among the firms
which engage in mergers with and acquisitions of privately-financed entities. In
view of the Company's limited financial resources and limited management
availability, the Company will continue to be at a significant competitive
disadvantage compared to the Company's competitors.
NO MARKET FOR COMMON STOCK. There has never been any established "public
market" for shares of common stock of the Company. The Company intends to submit
for listing on the OTC Bulletin Board of the National Association of Securities
Dealers, Inc. (the "NASD"); however, management does not expect any public
market to develop unless and until the Company completes an acquisition or
merger. In any event, no assurance can be given that any market for the
Company's common stock will develop or be maintained. If a public market ever
develops in the future, the sale of "unregistered" and "restricted" shares of
common stock pursuant to Rule 144 of the Securities and Exchange Commission by
the shareholders named under the caption "Recent Sales of Unregistered
Securities," below, may have a substantial adverse impact on any such public
market.
DISCRETIONARY USE OF PROCEEDS. Because of management's broad discretion
with respect to the acquisition of assets, property or business, the Company may
be deemed to be a growth oriented company. Although management intends to apply
substantially all of the proceeds that it may receive through the issuance of
stock or debt to suitable acquisitions. such proceeds will not otherwise be
designated for any more specific purpose. The Company can provide no assurance
that any allocation of such proceeds will allow it to achieve its business
objectives.
UNASCERTAINABLE RISKS ASSOCIATED WITH POTENTIAL FUTURE ACQUIRED BUSINESSES.
To the extent that the Company may acquire a business in a highly risky
industry, the Company will become subject to those risks. Similarly, if the
Company acquires a financially unstable business or a business that is in the
early stages of development, the Company will become subject to the numerous
risks to which such businesses are subject. Although management intends to
consider the risks inherent in any industry and business in which it may become
involved, there can be no assurance that it will correctly assess such risks.
UNCERTAIN STRUCTURE OF FUTURE ACQUISITIONS. Management has had no
preliminary contact or discussions regarding, and there are no current plans,
proposals or arrangements to acquire any other specific assets, property or
business. Accordingly, it is unclear whether such any such acquisition would
take the form of an exchange of capital stock, a merger or an asset acquisition.
12
<PAGE>
CONFLICTS OF INTEREST; RELATED PARTY TRANSACTIONS. Although the Company has
not identified any new potential acquisition targets and management does not
believe there is any "present potential" for such transactions, the possibility
exists that the Company may acquire or merge with a business or company in which
the Company's executive officers, directors, beneficial owners or their
affiliates may have an ownership interest. Although there is no formal bylaw,
shareholder resolution or agreement authorizing any such transaction, corporate
policy does not forbid it and such a transaction may occur if management deems
it to be in the best interests of the Company and its shareholders, after
consideration of the above referenced factors. A transaction of this nature
would present a conflict of interest to those parties with a managerial position
and/or an ownership interest in both the Company and the acquired entity, and
may compromise management's fiduciary duties to the Company's shareholders. An
independent appraisal of the acquired company may or may not be obtained in the
event a related party transaction is contemplated. Furthermore, because
management and/or beneficial owners of the Company's common stock may be
eligible for finder's fees or other compensation related to potential
acquisitions by the Company, such compensation may become a factor in
negotiations regarding such potential acquisitions. It is the Company's
intention that all future transactions be entered into on such terms as if
negotiated at arms length, unless the Company is able to received more favorable
terms from a related party.
Impact of Year 2000.
-------------------
During 1999 we completed our remediation and testing of our platform
systems, management support, systems, and our internal information technology
and non-information technology systems. Because of those planning and
implementation efforts, we experienced no disruptions in our information
technology and non-information technology systems and those systems have
successfully responded to the Year 2000 date change. We did not incur any
significant expenses during 1999 in conjunction with remediating our systems. We
are not aware of any material problems resulting from Year 2000 issues, either
with our products, internal systems, or the products and services of third
parties. We will continue to monitor our mission critical computer applications
and those of our suppliers and vendors throughout the Year 2000 to ensure any
latent Year 2000 matters arising are addressed promptly.
13
<PAGE>
PART II - OTHER INFORMATION.
Item 1. Legal Proceedings.
The Company is not a party to any pending legal proceeding. No federal,
state or local governmental agency is presently contemplating any proceeding
against the Company. No director, executive officer or affiliate of the Company
or owner of record or beneficially of more than five percent of the Company's
common stock is a party adverse to the Company or has a material interest
adverse to the Company in any proceeding.
Item 2. Changes in Securities.
Not required.
Item 3. Defaults Upon Senior Securities.
Not required.
Item 4. Submission of Matters to a Vote of Security Holders.
Not required
Item 5. Other Information.
Resignation of Directors
------------------------
On February 8, 2000 and February 18, 2000, respectively, Mr. Ray Cottrell
and David Nielson, resigned as directors of the Company.
Accordingly, the sole officer and director of the Company at this time is
Gregory J. Chacahs.
Subsequent Events.
-----------------
Recent Sales of Unregistered Securities.
---------------------------------------
On June 13, 2000, in consideration for the capital contribution of
$5,000.00 in cash by Gregory J. Chachas, the Company issued 500,000
"unregistered" and "restricted" shares of common stock to, $0.001 par value to
Gregory J. Chachas, and in consideration for the financial accommodations in
discounting the prior invoices of the Company, the Company issued 100,000
"unregistered" and "restricted" shares of common stock, $0.001 par value to
Fidelity Transfer Company.
Each of these individuals or entities, is a current or former director and
executive officer of the Company or had access to all material information
regarding the Company prior to the offer or sale of these securities. The offers
and sales of these securities are believed to have been exempt from the
registration requirements of Section 5 of the Securities Act of 1933 pursuant to
Section 4(2) thereof, and from similar states' securities laws, rules and
regulations requiring the offer and sale of securities by available state
exemptions from such registration.
14
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
(a) List of Exhibits attached or incorporated by referenced pursuant to
Item 601 of Regulation S-B.
Exhibit Description
------- -----------
3.1 (+) Articles of Incorporation of Covingham Capital Corp., a Utah
corporation; (Incorporated by reference from the Company's
Annual Report on Form 10-KSB filed on October 16, 2000.
3.2 (+) Restated By-laws of Covingham Capital Corp., a Utah
corporation; (Incorporated by reference from the Company's
Annual Report on Form 10-KSB filed on October 16, 2000.
27. (++) Financial Data Schedule
(submitted electronically for SEC information only).
(+) Previously filed.
(++) Filed herewith.
(b) Reports on Form 8-K.
The Company filed a Form 8-K on October 16, 2000. There were no other
reports on Form 8-K filed during the period covered by this report.
15
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the Undersigned, thereunto duly authorized.
COVINGHAM CAPITAL CORP.
A Utah Corporation
Dated: October 17, 2000 /s/ Gregory J. Chachas
--------------------------
By: Gregory J. Chachas
Its: President and CEO
16
