CAPITAL 2000 INC
10KSB/A, 1997-04-16
BLANK CHECKS
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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 FORM 10-KSB/A

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                  For the fiscal year ended: December 31, 1996

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

             For the transition period from _________ to __________

                       Commission file number: 33-11062-D

                               CAPITAL 2000, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

         Colorado                                       84-1049047 
- -------------------------------            ------------------------------------
(State of other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

              602 Main Street, Suite 1102, Cincinnati, Ohio 45202
          ------------------------------------------------------------
          (Address of principal executive offices, including zip code)

                                 (513) 241-7470
                          ---------------------------
                          (Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act:  NONE

Securities registered under Section 12(g) of the Exchange Act:  NONE

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                                Yes _X_  No ___

Check if disclosure of delinquent filers pursuant to Item 405 of Regulations
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in


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definitive proxy or information statements incorporated by reference in Part
III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]

The issuer's revenues for its most recent fiscal year were $-0-.

The aggregate market value of voting stock of the Registrant held by
non-affiliates was $11,370,403 as of April 11, 1997.

As of April 14, 1997, 10,590,100 shares of common stock, no par value per
share, were outstanding.

Documents incorporated by reference:

<TABLE>
<CAPTION>
                                                                  Part of Form 10-KSB Into Which
                  Document                                    Portions of Documents are Incorporated
                  --------                                    --------------------------------------
<S>                                                                        <C>
Definitive Proxy Statement for the 1997 Annual                             Part III
Meeting of Stockholders to be Filed with the
Securities and Exchange Commission prior to
April 30, 1997
</TABLE>


Transitional Small Business Disclosure Format:                Yes ___   No _X_


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<PAGE>   3


                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                             CAPITAL 2000, INC.

                             By: /s/ T. J. TULLY                
                                -------------------------------------
                                T. J. Tully, Chief Executive Officer
                                Chief Financial Officer and President

                             By: /s/ T. J. TULLY                
                                -------------------------------------
                                T. J. Tully, Chief Executive Officer
                                Chief Financial Officer and President

Dated: April 14, 1997

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.

<TABLE>
<CAPTION>
         Signature and Title                                                                 Date
         -------------------                                                                 ----
<S>                                                                                     <C>
By: /s/ T. J. TULLY                                                                     April 14, 1997
   --------------------------------                                                                   
   T. J. Tully, Director

By: /s/ JAMES J. CARROLL                                                                April 14, 1997
   --------------------------------                                                                   
   James J. Carroll, Director
</TABLE>

By: 
   --------------------------------                                        
    Anthony Covatta, Director


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