<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Argent Capital Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
0399 211 01000
- --------------------------------------------------------------------------------
(CUSIP Number)
C.A. Miller, 101 Main Street, 3rd Floor, Huntington Beach, CA 92648
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 30, 1998
- --------------------------------------------------------------------------------
(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(b)(3) or (4), check the following box
[ ].
Check the following box if a fee is being paid with the statement [ ].
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*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 ("Act") 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. 039921101000 Page 2 of Pages
--------------------- -------- --------
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Christopher A. Millar
President and Director, Argent Capital Corporation
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
N/A
---------------------------------------------------------------------
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
PF
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
N/A
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
New Zealand (citizenship)
---------------------------------------------------------------------
(7) Sole Voting Power
Number of 1,590,395
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 0
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 1,590,395
--------------------------------------------------------
(10) Shared Dispositive Power
0
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,590,395
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
40.5%
---------------------------------------------------------------------
(14) Type of Reporting Person*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
Christopher A. Millar
Item 1. SECURITY AND ISSUER
This filing relates to the common stock of Argent Capital Corporation,
a Nevada corporation whose principal offices are located at 101 Main
Street, Huntington Beach, CA 92648. Tel. (714) 374-1263.
Item 2. IDENTITY AND BACKGROUND
This Statement is being filed by Christopher A. Millar, President and
a Director of the issuer. Mr. Millar is a citizen of New Zealand and
his business address is 101 Main Street, 3rd Floor, Huntington Beach,
CA 92648. Mr. Millar has not, during the past five years, been
convicted in a criminal proceeding or been a party to any civil
proceeding as a result of which the issuer or any other person 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 violations with
respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The shares and warrants reported herein, other than 8284 shares
purchased in open market transactions, were purchased from the issuer
by the reporting person using his personal funds and by way of
cancellation of certain indebtedness of the issuer to the reporting
person, including compensation otherwise payable to the reporting
person by the issuer, as set forth in Item 5, below.
Item 4. PURPOSE OF TRANSACTIONS
The securities have been acquired for investment purposes, and not
with a view to acquiring control of the issuer. Mr. Millar may
consider additional acquisitions of securities of the issuer from time
to time, either in open market transactions or directly from the
issuer or other holders, if offered by the issuer or such other
holders. Mr. Millar has no plans which relate to or would result in an
extraordinary corporate transaction of the issuer, such as an
amalgamation, merger, merger, reorganization or liquidation involving
the issuer or any of its subsidiaries. However, in his capacity as
President and as a Director of the issuer, Mr. Millar's responsibility
includes the development of ongoing business plans which may include
<PAGE> 4
the issuance of additional shares to officers or employees of the
issuer as performance incentives and/or to increase the
capitalization of the issuer. Further, Mr. Millar's responsibility
includes the development of business plans which may include the
issuance of additional equity securities of the issuer to
unaffiliated parties, in connection with various arms' length
business transactions which the issuer may enter into with such
parties.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
The securities beneficially owned by Mr. Millar were acquired in a
series of transactions commencing in October, 1998. On or about
October 15, 1998, Mr. Millar acquired 8284 shares of the issuer
through open market purchases at an average price of $1.54 per
share. On October 30, 1998, Mr. Millar purchase 140,000 investment
units directly from the issuer, each unit comprised of one share of
common stock and one common stock purchase warrant, at a price of
$.25 per unit. The warrants are exercisable at a price of $.25 per
share of common stock purchased.
On November 15, 1998, Mr. Millar purchased 183,911 shares from the
issuer at a price of $.01 per share, pursuant to his employment
agreement with the issuer. As of February 15, 1999, Mr. Millar
agreed to accept 559,000 additional shares of common stock of the
issuer and an equal number of common stock purchase warrants
(collectively, "Units"), in lieu of (i) past compensation due to Mr.
Millar from the issuer, and (ii) reimbursement of expenses that had
been advanced on behalf of the issuer by Mr. Millar. The number of
Units to be issued is based upon a price of $.25 per unit and
$139,750 in compensation and reimbursement of expenses due to Mr.
Millar.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Mr. Millar has no contract, arrangement, understanding or
relationship with any other person with respect to securities of the
issuer, including, without limitation, agreements to transfer such
securities or any other reportable arrangement or action.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
None
<PAGE> 5
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
correct and complete.
/s/ CHRISTOPHER A. MILLAR
--------------------------------
Christopher A. Millar
