SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-KSB/A-2

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

     For the Fiscal Year Ended: December 31, 2001
                                -----------------

     [ ]  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: 33-3378-D

                             COVINGHAM CAPITAL CORP.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

         DELAWARE                                               51-0401125
------------------------------                              --------------------
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)


     Securities Company pursuant to Section 12(b) of the Act:    None

     Securities registered pursuant to Section 12(g) of the Act: None

     Check  whether  the issuer:  (1) filed all reports  required to be filed by
Section 12 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 there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B is contained  in this form,  and no  disclosure  will be
contained  to the  best  of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

     The issuer's revenues for the year ended December 31, 2001 were $0.00.

     As of December 31, 2001, there are approximately 1,702,924 shares of common
voting stock of the Company held by  non-affiliates.  The Company's stock is not
quoted and there is no  "established  public market" for shares of common voting
stock of the Company,  so the Company has arbitrarily  valued these shares based
on $0.001 par value per share.

     As of December 31, 2001 there were 3,974,544 shares of the Company's Common
Stock outstanding.

     Documents Incorporated by Reference: See Exhibit List.

     Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

<PAGE>
                          COVINGHAM CAPITAL CORPORATION

                                   FORM 10-KSB

                   For The Fiscal Year Ended December 31, 2001


                                     PART I
                                     ------
                                                                        Page
                                                                        ----
Item 1. Description of Business .......................................   3

Item 2. Description of Properties .....................................  11

Item 3. Legal Proceedings .............................................  11

Item 4. Submission of Matters to a Vote of Security Holders ...........  11

                                     PART II
                                     -------

Item 5. Market for Common Equity and Related Stockholder Matters ......  11

Item 6. Management Discussion and Analysis or Plan of Operation .......  13

Item 7. Financial Statements ..........................................  15

Item 8. Changes in and Disagreements With Accountants on Accounting
        and Financial Disclosures .....................................  25

                                    PART III
                                    --------

Item 9. Directors, Executive Officers, Promoters and Control Persons;
        Compliance with Section 16(a) of the Exchange Act .............  28

Item 10. Executive Compensation .......................................  30

Item 11. Security Ownership of Certain Beneficial Owners and
         Management ...................................................  31

Item 12. Certain Relationships and Related Transactions ...............  32

Item 13. Exhibits and Reports on Form 8-K .............................  33

Signatures ............................................................  34



                                       2
<PAGE>
                                     PART I
                                     ------

ITEM 1.   DESCRIPTION OF BUSINESS
          -----------------------

     (a)  General Development of Business.
          -------------------------------

     Covingham Capital  Corporation (the "Company") was organized under the laws
of the State of Utah on January 30, 1986, to engage in any lawful business.  The
Company  filed a  Registration  Statement of Form S-18 with the  Securities  and
Exchange  Commission  which became  effective on November 10, 1986.  Pursuant to
such  Registration  Statement  and the  Prospectus,  the Company  offered to the
public a maximum of 600,000 (post 1-for-10  reverse split adjusted) shares and a
minimum of 200,000 (post 1-for-10  reverse split adjusted)  shares of its common
stock at $0.05 per share.  The offering closed with the minimum number of shares
having been sold.

     The  Company  was  originally  formed to seek the  acquisition  of  assets,
property or business that may benefit itself and its shareholders.

     On July 31,  1987,  the Company  and  Consumer  Products  Source,  Inc.,  a
Delaware   corporation   ("CPS"),   entered  into  an  Agreement   and  Plan  of
Reorganization dated July 31, 1987 (the "Reorganization  Agreement") whereby CPS
was to become a wholly owned  subsidiary of the Company.  On September 14, 1987,
in connection  therewith,  the Company issued  1,116,365 (post 1-for-10  reverse
split  adjusted)  restricted  shares of its common stock,  $0.001 par value,  to
CPS's shareholders,  in exchange for all of the issued and outstanding shares of
CPS. The Company also issued an additional  97,076 (post 1-for-10  reverse split
adjusted)  restricted  shares for services  rendered in conjunction with the CPS
acquisition and operations of the Company.

     CPS  which  held a  license  agreement  for the  sale of  various  consumer
products intended on continuing to sell consumer products to bicycle dealers and
other related businesses, as it was previously operated.

     Pursuant to the terms of the Reorganization Agreement, on the closing date,
Messrs. Bill Covin, Jay Bingham, Lance Bingham and Kenneth D. Murri, resigned as
officers and directors of the Company. Messrs. Thomas V. walker, Norman W. Mead,
Charles McGill,  Lance Bingham and Kenneth D. Murri were subsequently elected as
directors of the Company,  and the newly elected  directors in turn electing Mr.
Thomas V. Walker as President and CEO, Mr. Norman W. Mead as Vice President, Mr.
Charles McGill as Secretary and Mr. Kenneth D. Murri as Treasurer.

     On March 1, 1988, the Company was  involuntarily  dissolved by the State of
Utah, for failure to file its annual reports and maintain a registered  agent in
the State.

     On September 26, 1988 Thomas V. Walker  resigned as an officer and director
of the Company.

     In October 1988, CPS ceased  operations and on November 11, 1988,  CPS, the
wholly  owned  subsidiary  of the Company  was  involuntarily  suspended  by the
California Franchise Tax board.

     Between  October  1988  through  February  1998,  the  Company  resumed its
original business  direction of seeking a merger,  reverse  acquisition or other
defined change in control  agreement which would be in the best interests of the
Company's  shareholders.  The Company  entertained several proposals and entered
into a letter of intent on September  28, 1995 with American  Capital  Investors
Corporation ("ACIC") under which ACIC would acquire the Company.

                                       3
<PAGE>
     For various  reasons,  the Company  and ACIC  determined  not to proceed to
complete the transactions  contemplated in the letter of intent.  As a result of
the conclusion of the  relationship  with ACIC, the  Registration  was left with
virtually  no  funds  and  no  pending   prospects   for   developing   business
relationships with other companies.

     The Company  did not file any  periodic  reports  with the  Securities  and
Exchange  Commission  subsequent to the Form 8-K filed November 10, 1987 and the
quarterly Report on Form 10-Q for the quarter ended March 31, 1988.

     In February  1998,  Lance Bingham and Kenneth D. Murri resigned as officers
and  directors of the  Company's  leaving  Norman W. Mead as the sole office and
director. Mr. Mead appointed George G. Chachas as a director and Vice President.

     On February 26, 1998, Norman W. Mead resigned as an officer and director of
the Company, leaving George G. Chachas, as the sole officer and director.

     On June 9, 1999,  Gregory J. Chachas and James  Franklin were  appointed to
the Board of Directors by the Company's then sole  director,  George G. Chachas,
and Gregory J. Chachas was elected as Vice President of the Company.

     On July 15, 1999, the Company filed an Application for  Reinstatement  with
the State of Utah and the Company was reinstated on August 24, 1999.

     On September 21, 1999, in consideration  for legal and consulting  services
valued at $10,000.00  provided by Gregory J. Chachas in the reinstatement of the
Company,  the Company issued  1,000,000  (post 1-for-10  reverse split adjusted)
restricted shares of its common stock,  $0.001 par value per share to Gregory J.
Chachas,   Additionally,  in  consideration  for  the  capital  contribution  of
$10,000.00  in cash and  expenses  paid on behalf of the  Company  by Gregory J.
Chachas, the Company issued an additional 1,000,000 (post 1-for-10 reverse split
adjusted) restricted shares of its common stock to Gregory J. Chachas.

     On September 22, 1999,  George G. Chachas  purchased 428,395 (post 1-for-10
reverse  split  adjusted)  shares of common  stock of the Company from Norman W.
Mead, a former officer and director of the Company.

     On September 25, 1999, the Company restated its By-laws in its entirety.

     On November 24, 1999, George G. Chachas and James E. Franklin,  resigned as
an officers and directors of the Company and Ray Cottrell and David Nielson were
appointed to the Board of Directors by the Company's then sole director  Gregory
J. Chachas.

     On February 8, 2000 and February 18, 2000,  respectively,  Mr. Ray Cottrell
and David  Nielson,  resigned as  directors  of the  Company,  when Mr.  Gregory
Chachas became the sole officer and director.

     On April 14, 2001, at the Annual Meeting,  the  shareholders  also approved
the amendment to the Articles of  Incorporation to effectuate a 1-for-10 reverse
split  of the  outstanding  shares  of the  Common  Stock  of the  Company.  All
references  to common  stock have been  retroactively  restated  to reflect  the
1-for-10 reverse stock split.

     Also on  April  14,  2001,  at the  Annual  Meeting  of  Shareholders,  the
shareholders  approved  a  reincorporation  in  Delaware  through  a  merger  of
Covingham  Capital Corp., a Utah corporation (the "Company"),  with and into its
wholly  owned  subsidiary,  Covingham  Capital  Corp.,  a  Delaware  corporation
("Covingham Delaware").  The reincorporation became effective on April 20, 2001.
and  effected  only a change in the legal  domicile of the  Company.  It did not
result in any change of the name, business, management,  employees, fiscal year,
assets or liabilities of the Company.

     (b)  Narrative Description of Business.
          ---------------------------------

     The Management of the Company  intends to preserve the corporate  existence
of the Company  while  continuing  to seek a business  combination  with another
entity  seeking  the  advantages  of  an  existing   publicly  held  corporation
notwithstanding  the Company's lack of capital.  Management  recognizes that the
Company's  lack  of  capital  is  a  serious   disadvantage  both  in  terms  of
attractiveness   to  a  potential   acquiring  entity  as  well  as  restricting
Management's ability to promote the Company and pursue negotiations.

                                       4
<PAGE>
     The Company is not currently engaging in any substantive  business activity
and has no plans to engage in any such activity in the  foreseeable  future.  In
its present form,  the Company may be deemed to be a vehicle to acquire or merge
with a business  or  company.  To the extent that it intends to continue to seek
the acquisition of assets,  property or business that may benefit itself and its
shareholders,  the Company is essentially a "blank check"  company.  Because the
Company has  virtually  no assets,  conducts no business  and has no  employees,
management  anticipates  that any such  acquisition  would  require  it to issue
shares of its common stock as the sole  consideration for the acquisition;  such
an issuance would almost certainly result in a change in control of the Company.
This  may  also  result  in  substantial  dilution  of  the  shares  of  current
shareholders.   The   Company's   Board  of  Directors   shall  make  the  final
determination  whether to  complete  any such  acquisition  and the  approval of
shareholders  will not be sought unless required by applicable  laws,  rules and
regulations, the Company's Articles of Incorporation or Bylaws.

     The  Company  does not  intend to  restrict  its  search to any  particular
business  or  industry,  and the areas in which it will  seek out  acquisitions,
reorganizations  or mergers may include,  but will not be limited to, the fields
of high technology,  manufacturing,  natural  resources,  service,  research and
development,   communications,   transportation,   insurance,  finance  and  all
medically related fields,  among others.  The Company recognizes that because of
its total lack of resources,  the number of suitable potential business ventures
which may be available to it will be extremely limited, and may be restricted to
entities  who  desire to avoid what these  entities  may deem to be the  adverse
factors  related to an initial public  offering  ("IPO").  The most prevalent of
these factors include substantial time requirements, legal and accounting costs,
the inability to obtain an underwriter who is willing to publicly offer and sell
shares, the lack of or the inability to obtain the required financial statements
for such an undertaking,  limitations on the amount of dilution public investors
will suffer to the benefit of the shareholders of any such entities,  along with
other conditions or requirements imposed by various federal and state securities
laws, rules and regulations. Any of these types of entities, regardless of their
prospects,  would require the Company to issue a substantial number of shares of
its common stock to complete  any such  acquisition,  reorganization  or merger,
usually amounting to between 80 and 95 percent of the outstanding  shares of the
Company  following  the  completion  of  any  such   transaction;   accordingly,
investments  in any such  private  entity,  if  available,  would  be much  more
favorable than any investment in the Company.

     Management  intends to  consider  a number of  factors  prior to making any
decision as to whether to participate in any specific business endeavor, none of
which may be  determinative  or provide  any  assurance  of  success.  These may
include,  but will not be limited to an analysis of the quality of the  entity's
management  personnel;  the  anticipated  acceptability  of any new  products or
marketing concepts;  the merit of technological  changes;  its present financial
condition,  projected  growth potential and available  technical,  financial and
managerial  resources;  its working  capital,  history of operations  and future
prospects;  the nature of its present and expected competition;  the quality and
experience  of its  management  services  and the depth of its  management;  its
potential  for  further  research,  development  or  exploration;  risk  factors
specifically  related to its  business  operations;  its  potential  for growth,
expansion and profit;  the  perceived  public  recognition  or acceptance of its
products,  services,  trademarks  and name  identification;  and numerous  other
factors which are difficult,  if not  impossible,  to properly  analyze  without
referring to any objective criteria.

     Regardless,  the  results  of  operations  of any  specific  entity may not
necessarily be indicative of what may occur in the future, by reason of changing
market  strategies,  plant or product  expansion,  changes in product  emphasis,
future management  personnel and changes in innumerable other factors.  Further,
in  the  case  of a new  business  venture  or one  that  is in a  research  and
development mode, the risks will be substantial,  and there will be no objective
criteria to examine the  effectiveness or the abilities of its management or its
business  objectives.  Also,  a firm market for its products or services may yet
need to be established,  and with no past track record, the profitability of any
such entity will be unproven and cannot be predicted with any certainty.

                                       5
<PAGE>
     Management will attempt to obtain  independent  analysis or verification of
information  provided and  gathered,  check  references  of  management  and key
personnel and conduct other reasonably  prudent measures  calculated to ensure a
reasonably  thorough  review of any particular  business  opportunity;  however,
since the Company has extremely limited current assets and cash reserves,  these
activities may be limited, and if undertaken,  the cost and expense thereof will
be  advanced  by  management,  and  may  further  dilute  the  interest  of  the
shareholders of the Company.

     The Company is unable to predict the time as to when and if it may actually
participate in any specific  business  endeavor.  The Company  anticipates  that
proposed  business  ventures  will  be made  available  to it  through  personal
contacts  of  directors,   executive   officers  and   principal   shareholders,
professional advisors, broker dealers in securities,  venture capital personnel,
members  of the  financial  community  and others  who may  present  unsolicited
proposals.  In certain cases,  the Company may agree to pay a finder's fee or to
otherwise  compensate  the persons who submit a potential  business  endeavor in
which  the  Company  eventually  participates.  Such  persons  may  include  the
Company's directors,  executive officers, beneficial owners or their affiliates.
In this  event,  such  fees may  become a factor  in  negotiations  regarding  a
potential acquisition and,  accordingly,  may present a conflict of interest for
such individuals.

     Although the Company has not identified any potential  acquisition  target,
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.  Current Company policy does
not  prohibit  such  transactions.  Because  no such  transaction  is  currently
contemplated,  it is impossible to estimate the potential  pecuniary benefits to
these persons.

     Although it  currently  has no plans to do so,  depending on the nature and
extent of services rendered, the Company may compensate members of management in
the future for  services  that they may  perform  for the  Company.  Because the
Company currently has extremely limited  resources,  and is unlikely to have any
significant resources until it has completed a merger or acquisition, management
expects  that any such  compensation  would take the form of an  issuance of the
Company's stock to these persons; this would have the effect of further diluting
the holdings of the Company's other  shareholders.  However,  due to the minimal
amount of time devoted to management by any person other than Mr. Chachas, there
are no  preliminary  agreements  or  understandings  with respect to  management
compensation.

     Further,  substantial fees are often paid in connection with the completion
of these types of acquisitions, reorganizations or mergers, ranging from a small
amount to as much as $250,000. These fees are usually divided among promoters or
founders,  after deduction of legal,  accounting and other related expenses, and
it is not  unusual  for a  portion  of  these  fees  to be paid  to  members  of
management or to principal  shareholders as consideration for their agreement to
retire a  portion  of the  shares  of  common  stock  owned  by them.  It is not
anticipated that any such  opportunity  will be afforded to other  shareholders.
Such  fees  may  become  a  factor  in  negotiations   regarding  any  potential
acquisition by the Company and, accordingly,  may present a conflict of interest
for such individuals.

     Management  expects to enter into further  negotiations with target company
management following successful  conclusion of financial and evaluation studies.
Negotiations  with target  company  management  will be expected to focus on the
percentage of the Company  which target  company  shareholders  would acquire in
exchange for their  shareholdings  in the target company.  Depending upon, among
other  things,  the target  company's  assets  and  liabilities,  the  Company's
shareholders will in all likelihood hold a lesser percentage  ownership interest
in the Company following any merger or acquisition. The percentage ownership may
be subject to significant  reduction in the event the Company  acquires a target
company  with  substantial  assets.  Any merger or  acquisition  effected by the
Company can be expected to have a significant  dilutive effect on the percentage
of shares held by the Company's then current shareholders.

                                       6
<PAGE>
     The final stage of any merger or  acquisition to be effected by the Company
will  require the Company to retain the  services of its counsel and a qualified
accounting  firm in order to  properly  effect  the merger or  acquisition.  The
Company would incur significant legal fees and accounting costs during the final
stages  of a merger or  acquisition.  Also,  if the  merger  or  acquisition  is
successfully  completed,  Management  anticipates  that  certain  costs  will be
incurred for public  relations,  such as the dissemination of information to the
public,  to the shareholders and to the financial  community.  If the Company is
unable to complete the merger or acquisition for any reason,  the Company's then
supply of capital may be  substantially  depleted  if legal fees and  accounting
costs have been  incurred.  Management  intends to retain  legal and  accounting
services only on an as-needed basis in the latter stages of a proposed merger or
acquisition.  It is likely that the Company will seek to accomplish any business
combination in a manner which will not require shareholder approval.

     The  Company  may be  required  to seek  additional  financing  in order to
proceed  with any proposed  transaction  with a target  company,  which could be
accomplished by either the sale of common stock, the issuance of debt, or both.

     Competition.
     -----------

     The Company will remain an insignificant  participant among the firms which
engage in mergers with and acquisitions of  privately-financed  entities.  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.  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.

     Principal Products or Services and their Markets.
     ------------------------------------------------

     The  extremely  limited  business   operations  of  the  Company,   as  now
contemplated,  involve those of a "blank check" company. The only activity to be
conducted by the Company is to seek out and  investigate  the acquisition of any
viable  business  opportunity  by purchase and exchange  for  securities  of the
Company or pursuant to a  reorganization  or merger through which  securities of
the Company will be issued or exchanged.

     Sources and Availability of Raw Materials.
     -----------------------------------------

          None; not applicable.

     Patents, Trademarks, Licenses, Franchises,  Concessions, Royalty Agreements
     or Labor Contracts.
     ---------------------------------------------------------------------------

          None; not applicable.

                                       7
<PAGE>
     Governmental Approval of Principal Products or Services.
     -------------------------------------------------------

     On the effectiveness of the Company's  Registration  Statement on Form S-8,
which  occurred on November 10, 1986,  the Company  became  subject to reporting
requirements  as set forth in Sections 13 and 15(d) of the  Securities  Exchange
Act of 1934.  Section  13 of the 1934 Act  requires  the  company  to file  such
periodical  and other  reports  which  include an annual  report of Form 10-KSB,
quarterly  reports  on Form  10-QSB  and  current  reports  on Form  8-K.  Costs
associated with filings  required by the Company under the 1934 Act will have to
be advanced by management, the Company's principal shareholders or any potential
business   venturer,   and  may  further  dilute  the  interest  of  the  public
shareholders.  In the case of a merger requiring prior shareholder  approval and
the submission of financial statements of the Company and other party or parties
to the merger,  legal and accounting  costs will be significantly  higher,  even
though the  adoption,  ratification  and the approval of any such merger will be
virtually   assured  if  recommended  by  Gregory  J.  Chachas,   the  principal
shareholder of the Company.

     Effects of Existing or Probable Governmental Regulations.
     --------------------------------------------------------

     Since the Company was initially incorporated,  federal and state securities
laws, rules and regulations have made the  participation in or the conducting of
an IPO substantially easier for certain small and developmental stage companies,
reducing the time  constraints  previously  involved,  the legal and  accounting
costs  and the  financial  periods  required  to be  included  in the  financial
statements.  Rule 504 of Regulation D of the Securities and Exchange  Commission
no longer  requires  the filing of a  Registration  Statement  with any state or
territory as a condition to its use;  however,  this Rule is no longer available
to "blank  check"  companies.  Accordingly,  because the Company  files  reports
pursuant  to  Sections 13 and/or  15(d) of the 1934 Act,  and is also  presently
deemed to be a "blank check" company, this method of raising funds is foreclosed
to it. Rule 504 is also not available to "reporting  issuers," which the Company
became on the  effectiveness  of its  Registration  Statement on Form 10-SB,  as
amended.

     The integrated  disclosure system for small business issuers adopted by the
Securities and Exchange  Commission in Release No.  34-30968 and effective as of
August  13,  1992,   substantially   modified  the   information  and  financial
requirements  of a "Small  Business  Issuer,"  defined to be an issuer  that has
revenues  of less than $25  million;  is a U.S. or  Canadian  issuer;  is not an
investment  company;  and if a majority owned  subsidiary,  the parent is also a
small  business  issuer;  provided,  however,  an entity is not a small business
issuer if it has a public  float (the  aggregate  market  value of the  issuer's
outstanding securities held by non-affiliates) of $25 million or more.

     A number of state  securities  commissions have adopted the use of Form U-7
for SCOR,  which also  substantially  simplifies  the  registration  process for
IPO's;  Form  U-7 is  primarily  used in  connection  with  offerings  conducted
pursuant  to Rule 504 of the  Securities  and  Exchange  Commission,  but is not
limited  to this  use.  To the  extent  that  Rule  504 and the use of SCOR  are
unavailable to the Company due to its status as a reporting company and a "blank
check" company, the use of Form U-7 will also be unavailable in this regard.

     The Securities and Exchange  Commission,  state securities  commissions and
the North American Securities Administrators  Association,  Inc., ("NASAA") have
expressed an interest in adopting policies that will streamline the registration
process  and make it easier for a small  business  issuer to have  access to the
public capital  markets.  The present laws,  rules and  regulations  designed to
promote  availability for the small business issuer to these capital markets and
similar  laws,  rules and  regulations  that may be adopted  in the future  will
substantially limit the demand for "blank check" companies like the Company, and
may make the use of these companies obsolete.

                                       8
<PAGE>
     Cost and Effect of Compliance with Environmental Laws.
     -----------------------------------------------------

     None; not applicable.  However,  environmental  laws, rules and regulations
may have an adverse  effect on any business  venture viewed by the Company as an
attractive  acquisition,  reorganization or merger candidate,  and these factors
may further  limit the number of potential  candidates  available to the Company
for acquisition, reorganization or merger.

     Research and Development Expenses.
     ---------------------------------

     None; not applicable.

     Number of Employees.
     -------------------

     The Company  does not have any  employees,  and did not have any during the
fiscal year ended December 31, 2001.

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  Annual
Report the Company's common stock is not listed or traded.

     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.

                                       9
<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.

                                       10
<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.

ITEM 2.   DESCRIPTION OF PROPERTIES
          -------------------------

     Other than cash in the amount of approximately $1,221.00, as of the date of
this report, the Company has no appreciable  assets,  property or business.  Its
principal  executive office address and telephone number are the business office
address and  telephone  number of its  President,  Gregory J.  Chachas,  and are
provided at no cost.  Because the Company has no business,  its activities  have
been limited to keeping  itself in good standing in the State of Utah,  and with
preparing and maintaining and the Company's  required periodic reports under the
1934 Act. These activities have consumed an insignificant amount of management's
time; therefore, the costs to Mr. Chachas of providing the use of his office and
telephone have been minimal. Accordingly,  there is no written lease between the
Company  and  Mr.   Chachas  and  there  are  no   preliminary   agreements   or
understandings with respect to the use of the office facility,  either now or in
the future.

ITEM 3.   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 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          ---------------------------------------------------

     No matter was submitted during this fiscal year covered by this report to a
vote of security holders, through the solicitation of proxies, or otherwise.

                                     PART II
                                     -------

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS
          ---------------------------------------------------------

     Market Information
     ------------------

     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.

                                       11
<PAGE>
     There are no outstanding options,  warrants or calls to purchase any of the
authorized securities of the Company.

     The sales of an aggregate of 276,620 "unregistered" and "restricted" shares
of  common  stock to the  persons  named  under  the  caption  "Recent  Sales of
Unregistered  Securities,"  below,  were the only sales of any securities of the
Company during the past three years.  Future sales of any of these securities or
any  securities  of the Company  issued in any  acquisition,  reorganization  or
merger may have a future adverse effect on any "public  market" that may develop
in  the  common  stock  of  the  Company.  See  the  caption  "Recent  Sales  of
Unregistered Securities" of this Report.

     Holders
     -------

     As of December 31,  2001,  there were  approximately  140  shareholders  of
record of the Company's Common Stock.

     Dividends
     ---------

     The Company has not declared any cash  dividends with respect to its common
stock and does not intend to declare  dividends in the foreseeable  future.  The
future dividend policy of the Company cannot be ascertained  with any certainty,
and if and  until the  Company  completes  any  acquisition,  reorganization  or
merger,  no such policy will be formulated.  There are no material  restrictions
limiting, or that are likely to limit, the Company's ability to pay dividends on
its securities.

     Recent Sales of Unregistered Securities.
     ---------------------------------------

     On May 31, 2001, in consideration for the capital contribution of $5,081.00
in cash by Gregory J.  Chachas,  through the  conversion  of the  principal  and
accrued  interest on that certain  promissory  note date February 21, 2001,  the
Company issued 101,620  "unregistered"  and "restricted"  shares of common stock
0.001 par value,  to Gregory J.  Chachas.  In  addition,  in  consideration  for
services as a director and officer of the Company,  and legal services  provided
by Gregory J. Chachas  during  fiscal year 2000,  valued at $5,000,  the Company
issued 100,000 "unregistered" and "restricted" shares of common stock $0.001 par
value, to Gregory J. Chachas.

     On  May  31,  2001,  in  consideration   for  services  in  edgarizing  and
transmitting to the SEC, the Company's period reports and organizaing the Annual
meeting of  Stockholders,  provided  George G.  Chachas,  valued at $2,500,  the
Company issued 50,000  "unregistered"  and  "restricted"  shares of common stock
$0.001 par value, to George G. Chachas.

     Also on May 31, 2001, in  consideration  for consulting  services  provided
Gordon Jones,  valued at $1,250,  the Company issued 25,000  "unregistered"  and
"restricted" shares of common stock $0.001 par value, to Gordon Jones.

     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,  or
an accredited investor 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.

                                       12
<PAGE>
ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
          ---------------------------------------------------------

     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.

     Upon the  effectiveness  of its  Registration  Statement  on Form S-18,  as
amended,  on November  10,  1986,  the Company  became  subject to the  periodic
reporting  obligations  of Section 13 and 15(d) of the 1934 Act.  These  Section
requires  the  Company  to file (i) an  annual  report on Form  10-KSB  with the
Securities  and Exchange  Commission  within 90 days of the close of each fiscal
year (Reg.  Sections  240.13a-1 and 249.310b);  (ii) a quarterly  report on Form
10-QSB  within 45 days of the end of each of the  first  three  quarters  of its
fiscal year (Reg. Sections 240.13a-13 and 249.308b);  and (iii) a current report
on Form 8-K within 15 days of the occurrence of certain  material  events (e.g.,
changes in accountants,  acquisitions or dispositions of a substantial amount of
assets not in the ordinary  course of business)  (Reg.  Sections  240.13a-11 and
249.308).  In addition,  annual  reports on Form 10-KSB must be  accompanied  by
audited  financial  statements  as of the end of the issuer's most recent fiscal
year. These reporting requirements may deter potential reorganization candidates
that are not willing to undergo the public and agency  scrutiny  resulting there
from.

     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.

                                       13
<PAGE>
     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 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 does not intend to raise any required funds through any
private  placement of "unregistered"  and "restricted"  securities or any public
offering of its common  stock.  Nor does the  Company  intend to  undertake  any
offering of its  securities  under  Regulation S of the  Securities and Exchange
Commission. As of the date of this Report, the Company has not begun seeking any
acquisition and there are no plans,  proposals,  arrangements or  understandings
with  respect to the sale or issuance of  additional  securities  by the Company
prior to the location of any acquisition or merger candidate.

     Because the Company is not currently making any offering of its securities,
and does not  anticipate  making any such  offering in the  foreseeable  future,
management  does not believe that Rule 419  promulgated  by the  Securities  and
Exchange  Commission  under the Securities  Act of 1933, as amended,  concerning
offerings by blank check  companies,  will have any effect on the Company or any
activities in which it may engage in the foreseeable future.

     Results of Operations.
     ---------------------

     Revenues for the fiscal years ended December 31, 2001 and 2000, were zero.

     During the fiscal  year ended  December  31,  2001,  the  Company  incurred
expenses of $16,012,  with total expenses of $8,763  incurred  during the fiscal
year ended  December 31, 2000.  $8,750 and $1,000 of these expenses were paid by
the issuance of common stock in 2001 and 2000, respectively.

     All of the expenses incurred during 2001 and 2000 were legal and accounting
expenses. These expenses were the costs of bringing the Company's audits current
and preparing  its filings with the various  regulatory  agencies  including the
IRS.

     Liquidity and Capital Resources:
     -------------------------------

     The Company  estimates  that its cash needs for the year ended December 31,
2002 will be  approximately  $5000.  A shareholder  has committed to lending the
Company up to $25,000 for its operating  expenses until it completes a merger or
acquisition.  If the company  identifies a potential  merger in 2002  additional
borrowings will be necessary to cover due diligence  expenses and legal fees. At
December 31, 2001 the Company had $1,221 in its bank account and no liabilities.

     The Company  recieved  $7,000  through the  issuance of its common stock in
2000.  The Company  borrowed  $7,500 from a shareholder  is 2001.  $5,000 of the
amount borrowed was converted to common stock in 2001.

<PAGE>
ITEM 7.   FINANCIAL STATEMENTS
          --------------------

                          COVINGHAM CAPITAL CORPORATION
                                AND SUBSIDIARIES
                          Audited Financial Statements

                                December 31, 2001

                                                                      Page
                                                                      ----
Independent Auditors' Report ......................................    16
Balance Sheet .....................................................    17
Statements of Operations ..........................................    18
Statements of Stockholders' Equity ................................    19
Statements of Cash Flows ..........................................    22
Notes to the Financial Statement ..................................    23

                                       15
<PAGE>
                          INDEPENDENT AUDITORS' REPORT


To the Stockholders of
Covingham Capital Corporation
(A Development Stage Company)
LaJolla, CA


We have audited the accompanying  balance sheet of Covingham Capital Corporation
(a development stage company) as of December 31, 2001 and the related statements
of operations, stockholders' equity (deficit) and cash flows for the years ended
December 31, 2001 and 2000 and from  January 1, 1987 through  December 31, 2001.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits. The financial statements for the period from inception on January
30, 1986 through  December 31, 1986 were audited by other  auditors whose report
dated May 13, 1987 expressed an  unqualified  opinion on these  statements.  The
financial  statements  for the  period  January  30,  1986  (inception)  through
December 31, 2001 includes  stockholders  equity and deficit  accumulated during
the development stage of $1,589 and $751,134,  respectively.  Our opinion on the
statements  of  operations,  stockholders  equity  and cash flows for the period
January 30, 1986 (inception) through December 31, 2001, insofar as it relates to
amounts for prior  periods  through  December 31,  1986,  is based solely on the
report of other auditors.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Covingham Capital  Corporation
(a  development  stage  company) as of December  31, 2001 and the results of its
operations and its cash flows for the years ended December 31, 2001 and 2000 and
from January 1, 1987 through  December 31, 2001 in  conformity  with  accounting
principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  the  Company  is a  development  stage  company  with no
significant  operating  results to date, which raise substantial doubt about its
ability to continue as a going  concern.  Management's  plans in regard to these
matters are also  described in Note 2. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.


HJ  Associates & Consultants, LLP
Salt Lake City, Utah
February 5, 2002

                                       16
<PAGE>
                          COVINGHAM CAPITAL CORPORATION
                          (A Development Stage company)
                                  Balance Sheet

                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
                                                                 December 31,
                                                                    2001
                                                                 ------------
<S>                                                              <C>
CURRENT ASSETS
   Cash                                                          $  1,221
                                                                 ------------

     Total Current Assets                                           1,221
                                                                 ------------

     TOTAL ASSETS                                                $  1,221
                                                                 ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

CURRENT LIABILITIES

   Accrued interest payable - related party                      $     76
   Note payable - related party                                     2,500
                                                                 ------------

     Total Current Liabilities                                      2,576
                                                                 ------------

     TOTAL LIABILITIES                                              2,576
                                                                 ------------

STOCKHOLDERS' EQUITY

   Common stock: 50,000,000 shares authorized of $0.001
    par value, 3,974,544 shares issued and outstanding              3,975
   Additional paid-in capital                                     761,816
   Deficit accumulated during the development stage              (767,146)
                                                                 ------------

     Total Stockholders' Equity (Deficit)                          (1,355)
                                                                 ------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)        $  1,221
                                                                 ============
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       17
<PAGE>
                          COVINGHAM CAPITAL CORPORATION
                          (A Development Stage Company)
                            Statements of Operations

<TABLE>
<CAPTION>

                                                                                             From
                                                                                         Inception on
                                                              For the Years Ended         January 30,
                                                                  December 31,           1986 Through
                                                        ------------------------------    December 31,
                                                             2001            2000            2001
                                                        ------------------------------   -------------
<S>                                                     <C>              <C>             <C>
REVENUES                                                $    -           $      -        $     -

EXPENSES

   General and administrative                              16,012           8,763           43,186
                                                        -----------      -----------      ------------
     Total Expenses                                        16,012           8,763           43,186
                                                        -----------      -----------      ------------

   Operating loss before loss from
    discontinued operations                               (16,012)         (8,763)         (43,186)
                                                        -----------      -----------      ------------

   LOSS FROM DISCONTINUED
    OPERATIONS (Note 3)                                      -                  -         (723,960)
                                                        -----------      -----------      ------------

NET LOSS                                                $ (16,012)       $ (8,763)       $(767,146)
                                                        ===========      ===========      ============

BASIC LOSS PER SHARE                                    $   (0.00)       $  (0.00)
                                                        ===========      ===========

BASIC WEIGHTED AVERAGE SHARES                           3,875,160         3,655,615
                                                        ===========      ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       18
<PAGE>
                             COVINGHAM CAPITAL CORP.
                          (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 $0.075 per share                  200,000             200           14,800         -                   -

Net loss from inception on
   January 30, 1986 through
   December 31, 1986                               -               -                -         -             (15,000)
                                        -------------   -------------    -------------   -------------   -------------

Balance, December 31, 1986                   200,000             200           14,800         -             (15,000)

Issuance of common stock
   for cash at $0.50 per share               204,480             205          102,035         -                   -

Issuance of common stock
   for purchase of subsidiary
   at $0.50 per share                      1,116,361           1,116          557,067         -                   -

Issuance of common stock
   for services at $0.50                      97,075              97           48,440         -                   -

Net loss for the year ended
   December 31, 1987                               -               -                -         -            (708,960)
                                        -------------   -------------    -------------   -------------   -------------

Balance, December 31, 1987                 1,617,916           1,618          722,342         -            (723,960)

Net loss for the years ended
   December 31, 1988 to 1997                       -               -                -         -                   -
                                        -------------   -------------    -------------   -------------   -------------

Balance, December 31, 1997                 1,617,916    $      1,618     $    722,342    $    -          $ (723,960)
                                        -------------   -------------    -------------   -------------   -------------

</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       19
<PAGE>
                             COVINGHAM CAPITAL CORP.
                          (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                 1,617,916    $      1,618     $    722,342    $    -          $ (723,960)

Issuance of common stock
   for subscription receivable
   at $0.01 per share                      1,700,000           1,700           15,300      (17,000)               -

Net loss for the year ended
   December 31, 1998                               -               -                -         -                (700)
                                        -------------   -------------    -------------   -------------   -------------

Balance, December 31, 1998                 3,317,916           3,318          737,642      (17,000)        (724,660)

September 21, 1999 Issuance of
   common stock for services and
   expenses paid by officer at $0.01       1,000,000           1,000            9,000         -                   -

September 21, 1999 Issuance of
   common stock for conversion of
   debt at $0.01                              70,000              70              630         -                   -

May 24, 1999 Issuance of
   common stock for cash at
   $0.01 per share                           930,000             930            8,370         -                   -

September 28, 1999 Shares returned
   to treasury                            (1,700,000)         (1,700)         (15,300)      17,000                -

Net loss for the year ended
   December 31, 1999                               -               -                -         -             (17,711)
                                        -------------   -------------    -------------   -------------   -------------

Balance, December 31, 1999                 3,617,916           3,618          740,342         -            (742,371)

June 12, 2000 Issuance of
   common stock for cash at
   $0.10 per share                            50,000              50            4,950         -                   -

June 12, 2000 Issuance of
   common stock for services
   at $0.10 per share                         10,000              10              990         -                   -

October 10, 2000 Issuance of
   common stock for cash at
   $0.10 per share                            20,000              20            1,980         -                   -

Net loss for the year ended
 December 31, 2000                                 -               -                -         -              (8,763)
                                        -------------   -------------    -------------   -------------   -------------

Balance, December 31, 2000                 3,697,916    $      3,698     $    748,262    $    -          $ (751,134)
                                        -------------   -------------    -------------   -------------   -------------
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       20
<PAGE>
                             COVINGHAM CAPITAL CORP.
                          (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, December 31, 2000                 3,697,916    $      3,698     $    748,262    $    -          $        -

 Fractional shares issued                          8               -                -         -                   -

May 31, 2001 Issuance of
   common stock for conversion
   of debt at $0.05 per share                101,620             102            4,979         -                   -

May 31, 2001 Issuance of
   common stock for services
   at $0.05 per share                        100,000             100            4,900         -                   -

May 31, 2001 Issuance of
   common stock for services
   at $0.05 per share                         50,000              50            2,450         -                   -

May 31, 2001 Issuance of
   common stock for services
   at $0.05 per share                         25,000              25            1,225         -                   -

Net loss for the year ended
   December 30, 2001                               -               -                -         -             (16,012)
                                        -------------   -------------    -------------   -------------   -------------
Balance, December 30, 2001                 3,974,544    $      3,975     $    761,816    $    -          $ (767,146)
                                        -------------   -------------    -------------   -------------   -------------

</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       21
<PAGE>
                             COVINGHAM CAPITAL CORP.
                          (A Development Stage Company)
                            Statements of Cash Flows

<TABLE>
<CAPTION>

                                                                                             From
                                                                                          Inception on
                                                             For the Years Ended          January 30,
                                                                 December 31,             1986 Through
                                                        ------------------------------    December 31,
                                                            2001             2000            2001
                                                        -------------    -------------   -------------

<S>                                                     <C>              <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net (loss)                                           $    (16,012)    $     (8,763)   $   (767,146)
   Adjustments to reconcile net loss to net
    cash (used) by operating activities:
   Loss on discontinued operations                                 -                -         558,182
   Common stock issued for services                            8,750            1,000          68,288
  Change in operating assets and liabilities:
   Increase payable                                              157                -             157
                                                        -------------    -------------   -------------

       Net Cash (Used) by Operating Activities                (7,105)          (7,763)       (140,519)
                                                        -------------    -------------   -------------

CASH FLOWS FROM INVESTING ACTIVITIES                               -                -               -
                                                        -------------    -------------   -------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from shareholder loan                              7,500                -           7,500
   Common stock issued for cash                                    -            7,000         134,240
                                                        -------------    -------------   -------------

   Net Cash Provided by Financing Activities                   7,500            7,000         141,740
                                                        -------------    -------------   -------------

NET INCREASE (DECREASE) IN CASH                                  395             (763)          1,221

CASH AT BEGINNING  OF PERIOD                                     826            1,589               -
                                                        -------------    -------------   -------------

CASH END OF PERIOD                                      $      1,221     $        826    $      1,221
                                                        -------------    -------------   -------------

CASH PAID FOR:

   Interest                                             $          -     $          -    $          -
   Income taxes                                         $          -     $          -    $          -

SCHEDULE OF NONCASH FINANCING ACTIVITIES:

   Common stock issued for payment of debt              $      5,081     $          -    $      5,781
   Common stock issued for services                     $      8,750     $      1,000    $     68,288

</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       22
<PAGE>
                             COVINGHAM CAPITAL CORP.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2001 and 2000

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.  In
     February of 2001 the company  reincorporated  and changed its domicile from
     the state of Utah to the state of  Delaware.  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  $24,626 at December  31,  2001 will  expire by 2021.  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.

                                       23
<PAGE>
                             COVINGHAM CAPITAL CORP.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2001 and 2000


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     e. Income Taxes (Continued)

<TABLE>
<CAPTION>



                                                             For the Years Ended
                                                                 December 31,
                                                        ------------------------------
                                                            2001             2000
                                                        -------------    -------------
     <S>                                                <C>              <C>
     Income tax benefit at statutory rate               $      2,760     $      2,950
     Change in valuation allowance                            (2,760)          (2,950)
                                                        -------------    -------------
                                                        $          -     $          -

     Deferred tax assets (liabilities) are comprised of the following:

                                                             For the Years Ended
                                                                 December 31,
                                                        ------------------------------
                                                            2001             2000
                                                        -------------    -------------
     Income tax benefit at statutory rate               $      9,358     $      6,599
     Change in valuation allowance                            (9,358)          (6,599)
                                                        -------------    -------------
                                                        $          -     $          -

</TABLE>

     Due to the change in  ownership  provisions  of the Tax Reform Act of 1986,
     net operating loss  carryforwards for Federal income tax reporting purposes
     are subject to annual limitations.  Should a change in ownership occur, net
     operating loss carryforwards may be limited as to use in future years.

     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.

                                       24
<PAGE>
                             COVINGHAM CAPITAL CORP.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2001 and 2000

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     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.

     The following is an  illustration of the  reconciliation  of the numerators
     and denominators of the basic loss per share calculation:

<TABLE>
<CAPTION>



                                                             For the Years Ended
                                                                 December 31,
                                                        ------------------------------
                                                            2001             2000
                                                        -------------    -------------
     <S>                                                <C>              <C>
     Net loss (numerator)                               $    (16,012)    $     (8,763)

     Weighted average shares outstanding
     (denominator)                                         3,875,160        3,687,516
                                                        -------------    -------------
     Basic loss per share                               $     (0.00)     $      (0.00)
</TABLE>

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.

NOTE 4 - SIGNIFICANT EVENTS

     On April 19, 2001,  the company  enacted a 1-for-10  reverse stock split of
     its issued and outstanding shares of common stock. All references to common
     stock have been retroactively restated.

                                       25
<PAGE>
                             COVINGHAM CAPITAL CORP.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2001 and 2000

NOTE 5 - RELATED PARTY TRANSACTIONS

     From time to time the  company  borrows  funds  from its sole  officer  and
     director  such funds shall not exceed the sum of  $25,000.  During the year
     ended  December 31, 2001,  an officer of the Company  loaned  $7,500 to the
     Company. On May 31, 2001, The Company issued 101,620 shares of common stock
     valued at $0.05 per share for the  conversion  of $5,081 of debt owed to an
     officer.  At December 31, 2001, the Company owed $2,500 to an officer.  The
     note  payable  bears  interest at 10%, is  unsecured  and due upon  demand.
     Accrued interest at December 31, 2001 was $76.

     For services as a director and for legal services  provided during the year
     valued at $5,000 the company  issued  100,000  restricted  shares of common
     stock at a price of $0.05 per share.

     For services  provided a related party received 50,000 restricted shares of
     common stock valued at $ 2,500 or $0.05 per share. For services provided by
     a non-related party a total of 25,000 shares of restricted common stock was
     issued at $0.05 per share or $1,250.

NOTE 6 - NEWLY ISSUED ACCOUNTING PRONOUNCEMENTS

     SFAS No.'s 141 and 142 - In June 2001, the Financial  Accounting  Standards
     Board (FASB) adopted Statement of Financial  Accounting  Standards SFAS No.
     141 is effective as to any business  combination  occurring  after June 30,
     2001 and certain transition  provisions that affect accounting for business
     combinations  prior to June 30, 2001 are effective as of the date that SFAS
     No.142 is applied in its entirety, which was September 30, 2001.

     SFAS No. 141 provides  standards for accounting for business  combinations.
     Among other things, it requires that only the purchase method of accounting
     be  used  and  that  certain  intangible  assets  acquired  in  a  business
     combination  (i.e. those that result from contractual or other legal rights
     or are  separable)  be  recorded  as an  asset  apart  from  goodwill.  The
     transition  provisions  require  that an  assessment  be  made of  previous
     business combinations and, if appropriate,  reclassifications be made to or
     from goodwill to adjust the  recording of  intangible  assets such that the
     criteria for recording  intangible assets apart from goodwill is applied to
     the previous  business  combinations  The adoption of this principle had no
     material effect on the company's consolidated financial statements.

     SFAS No. 142  provides,  among other things,  that goodwill and  intangible
     assets with indeterminate  lives shall not be amortized.  Goodwill shall be
     assigned  to  a  reporting  unit  and  annually  assessed  for  impairment.
     Intangible  assets with  determinate  lives shall be  amortized  over their
     estimated useful lives, with the useful lives reassessed continuously,  and
     shall be assessed  for  impairment  under the  provisions  of SFAS No. 121,
     "Accounting  for the  Impairment of  Long-Lived  Assets to be Disposed of."
     Goodwill is also  assessed for  impairment  on an interim basis when events
     and circumstances  warrant. Upon adoption of SFAS No. 142, the Company will
     assess  whether an  impairment  loss should be  recognized  and measured by
     comparing the fair value of the "reporting unit" to the carrying value,

                                       26
<PAGE>
                             COVINGHAM CAPITAL CORP.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2001 and 2000

NOTE 6 - NEWLY ISSUED ACCOUNTING PRONOUNCEMENTS (continued)

     including  goodwill.  If the carrying  value  exceeds fair value,  then the
     Company  will compare the implied fair value of the goodwill (as defined in
     SFAS No.  142) to the  carrying  amount of the  goodwill.  If the  carrying
     amount of the goodwill exceeds the implied fair value, then the goodwill be
     adjusted to the implied fair value.

     SFAS No.  143 -- On  August  16,  2001,  the  FASB  issued  SFAS  No.  143,
     "Accounting  for Asset  Retirement  Obligations,"  which is  effective  for
     fiscal years  beginning  after June 15, 2002. It requires that  obligations
     associated with the retirement of a tangible  long-lived  asset be recorded
     as a liability when those obligations are incurred,  with the amount of the
     liability initially measured at fair value. Upon initially  recognizing for
     an accrued  retirement  obligation,  an entity must  capitalize the cost by
     recognizing  an increase in the carrying  amount of the related  long-lived
     asset.  Over time,  the  liability  is accreted  to its present  value each
     period, and the capitalized cost is depreciated over the useful life of the
     related asset.  Upon settlement of the liability,  an entity either settles
     the  obligation  for its  recorded  amount  or  incurs  a gain o loss  upon
     settlement.  While the Company has not completed the process of determining
     the  effect  of  this  new  accounting  pronouncement  on its  consolidated
     financial statements, the Company currently expects that the effect of SFAS
     No. 143 on the Company's consolidated financial statements, when it becomes
     effective, will not be significant.

     SFAS No. 141 - On October 3, 2001, the Financial Accounting Standards Board
     issued  SFAS  No.  144,  "Accounting  for the  Impairment  or  Disposal  of
     Long-Lived  Assets" which is effective for financial  statements issued for
     fiscal  years  beginning  after  December  15,  2001 and ,  generally,  its
     provisions are to be applied  provisions  are to be applied  prospectively.
     SFAS 144 supercedes  SFAS Statement No. 121 (FAS 121).  "Accounting for the
     Impairment of Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed
     Of." SFAS 144  applies to all  long-lived  assets  (including  discontinued
     operations) and consequently amends Accounting Principles Board Opinion No.
     30 (APB 30),  "Reporting  Results of  Operations  Reporting  the Effects of
     Disposal of a Segment of a Business."

     SFAS 144  develops one  accounting  model (based on the model in SFAS (121)
     for  long-lived  assets  that are to be  disposed  of by  sale,  as well as
     addresses  the  principal  implementation  issues.  SFAS 144 requires  that
     long-lived  assets  that are to be  disposed  of by sale be measured at the
     lower of book  value or fair  value  less  cost to sell.  That  requirement
     eliminates  the  requirement  of APB 30  that  discontinued  operations  be
     measured  at  net   realizable   value  or  that  entities   include  under
     "discontinued operations" in the financial statements amounts for operating
     losses that have not yet occurred.  Additionally, FAS 144 expands the scope
     of  discontinued  operations  to include all  components  of an entity with
     operations  that (1) can be  distinguished  from the rest of the entity and
     (2) will be  eliminated  from the  ongoing  operations  of the  entity in a
     disposal transactions.

     While the Company has not completed the process of  determining  the effect
     of  this  new  accounting   pronouncement  on  its  consolidated  financial
     statements,  the Company  currently expects that the effect of SFAS No. 144
     on the Company's financial statements,  when it becomes effective, will not
     be significant.

                                       27
<PAGE>
ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE.
          ----------------------------------------------------------------------

          None; Not applicable

                                    PART III.
                                    --------

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT
          ----------------------------------------------------------------------

     See Item 11 for  information on the  beneficial  ownership of the Company's
securities.

     (a)  Identity of Directors and Executive Officers.

     The directors and executive officers of the Company are as follows:

     Name and Address     Age     Position       Term     Served Since
     --------------------------------------------------------------------------
     Gregory J. Chachas   70      President,     1 year   November 24, 1999
                                  Treasurer,              November 24, 1999
                                  Secretary,              November 24, 1999
                                  Director                June 9, 1999

     Each of the persons  listed in the above table  possesses  sole  investment
power and sole voting  power over the shares set forth in the table  included in
Item 11.

     There are no arrangements or understandings between any of the directors or
executive  officers,  or any other person or person  pursuant to which they were
selected as directors and/or officers.

     Gregory J.  Chachas,  age 70, was appointed as a director of the Company on
June 9, 1999.  On November 24, 1999,  Mr.  Chachas was  appointed as  President,
Treasurer,  and  Secretary of the Company and is currently  the sole officer and
director.

     Beginning in 1958, Mr. Chachas,  along with his father and a brother, owned
and operated several businesses, including the Junction Motor Service Company, a
Cadillac-Pontiac/GMC  truck  dealership,  Ely,  Nevada;  the  Hilltop  Motel and
Hilltop Drug in Ely and the Cleveland  Ranch,  a cattle ranch in Spring  Valley,
Nevada.  After the sale of the ranch in 1975, he continued in family enterprises
in Ely and was instrumental in developing a shopping center, featuring a Safeway
market and a Sprouse Reitz variety store.

     During this time,  he also  practiced  law in Ely,  Nevada,  served as city
attorney for the city of Ely, and later, as district attorney for Eureka County,
Nevada, and as district attorney for White Pine County,  Nevada. Mr. Chachas has
a degree in economics  from Harvard  College and a juris doctor  degree from the
University of Utah College of Law. He has been admitted to practice law in Utah,
Nevada and Colorado and admitted to practice  before the Federal  Courts as well
as before the United States Supreme Court.

     Since 1990,  he has  concentrated  on his  investments  in water and mining
properties  and  on  several  Ely  properties.  He  is  presently  President  of
Intermountain  Water Co. Inc., which holds water rights in southwestern  Nevada,
and President of Great Basin  Exploration Co. Inc.,  which is in the business of
gold and silver exploration and holds mining properties in Nevada and Idaho.

                                       28
<PAGE>
     Directorships
     -------------

     No  Director  of the  Company  or  person  nominated  or chosen to become a
Director holds any other  directorship in any company with a class of securities
registered  pursuant  to  section  12 of  the  Exchange  Act or  subject  to the
requirements of section 15(d) of such Act or any other company  registered as an
investment company under the Investment Company Act of 1940.

     Significant Employees.
     ---------------------

     The Company has no employees  who are not executive  officers,  but who are
expected to make a significant  contribution  to the Company's  business.  It is
expected that current  members of management  and the Board of Directors will be
the only persons whose activities will be material to the Company's  operations.
Members of management  are the only persons who may be deemed to be promoters of
the Company.

     Family Relationships.
     --------------------

     There  are no family  relationships  between  any  directors  or  executive
officers of the Company, either by blood or by marriage.

     Involvement in Certain Legal Proceedings.
     ----------------------------------------

     During  the past five  years,  no  present  or former  director,  executive
officer or person nominated to become a director or an executive  officer of the
Company:

     (1)  was a general  partner or executive  officer of any  business  against
          which any  bankruptcy  petition  was filed,  either at the time of the
          bankruptcy or two years prior to that time;

     (2)  was  convicted in a criminal  proceeding or named subject to a pending
          criminal  proceeding  (excluding  traffic  violations  and other minor
          offenses);

     (3)  was  subject  to any  order,  judgment  or  decree,  not  subsequently
          reversed,   suspended   or   vacated,   of  any  court  of   competent
          jurisdiction,   permanently   or   temporarily   enjoining,   barring,
          suspending  or  otherwise  limiting  his  involvement  in any  type of
          business, securities or banking activities; or

     (4)  was found by a court of competent  jurisdiction  (in a civil  action),
          the  Securities  and  Exchange  Commission  or the  Commodity  Futures
          Trading  Commission to have violated a federal or state  securities or
          commodities law, and the judgment has not been reversed,  suspended or
          vacated.

     Compliance with Section 16(a) of the Exchange Act.
     --------------------------------------------------

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive  officers,  directors and persons who own more than ten percent of the
Company's Common Stock, to file initial reports of beneficial  ownership on Form
3,  changes  in  beneficial  ownership  on  Form 4 and an  annual  statement  of
beneficial ownership on Form 5, with the SEC. Such executive officers, directors
and greater than ten percent  shareholders  are required by SEC rules to furnish
the Company with copies of all such forms that they have filed.

                                       29
<PAGE>
     At the  present  time  the  Company  is not  subject  to  Section  16,  and
therefore, the directors and officers and shareholders who own ten percent (10%)
of the common  stock of the Company are not  required to file any reports  under
Section 16.

ITEM 10.  EXECUTIVE COMPENSATION
          ----------------------

     The  following  table sets  forth the  aggregate  compensation  paid by the
Company for services rendered during the periods indicated:
<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE
                           --------------------------

                                                                                   Long Term Compensation
                                                                               -------------------------------
                                      Annual Compensation                      Awards       Payouts
                                      ------------------------------------------------------------------------
                                                                               Securities             All
                                                        Other                  Underlying             Other
                                                        Annual    Restricted   Options/     LTIP      Compen-
Name and                   Year or                      Compen-   Stock        SAR's        Payouts   sation
Principal                  Period     Salary    Bonus   sation)   Awards       (#)          ($)       ($)
Position                   Ended      ($)       ($)     ($)
(a)                        (b)        (c)       (d)     (e)       (f)          (g)          (h)       (i)
--------------------------------------------------------------------------------------------------------------
<S>                        <C>        <C>       <C>     <C>       <C>          <C>          <C>       <C>
Gregory J. Chachas(1)      2001       $0        0       0         (1)          0            0         0
President  and Director    2000       $0        0       0         0            0            0         0
                           1999       $0        0       0         (2)          0            0         0
                           1998       $0        0       0         0            0            0         0
                           1997       $0        0       0         0            0            0         0
</TABLE>
     ---------------------
     (1)  In  2001,  100,000  "unregistered"  and  "restricted"  shares  of  the
          Company's   common   stock  were  issued  to  Gregory  J.  Chachas  in
          consideration  of  services   rendered.   See  the  caption  "Business
          Development," Part I, Item 1 of this Report.

     (2)  In 1999,  10,000,000  "unregistered"  and  "restricted"  shares of the
          Company's   common   stock  were  issued  to  Gregory  J.  Chachas  in
          consideration  of  services   rendered.   See  the  caption  "Business
          Development," Part I, Item 1 of this Report.

     No cash  compensation,  deferred  compensation or long-term  incentive plan
awards  were  issued or granted to the  Company's  management  during the fiscal
years ended December 31, 2001.  Further,  no member of the Company's  management
has been granted any option or stock appreciation right; accordingly,  no tables
relating to such items have been included within this Item.

     Compensation of Directors.
     -------------------------

     There  are  no  standard  arrangements  pursuant  to  which  the  Company's
directors are compensated for any services  provided as director.  No additional
amounts are payable to the Company's  directors for committee  participation  or
special assignments.

     There are no arrangements  pursuant to which any of the Company's directors
was compensated  during the Company's last completed fiscal year for any service
provided as director.

     Employment  Contracts and  Termination of Employment and  Change-in-Control
     Arrangements.
     ---------------------------------------------------------------------------

     There are no  employment  contracts,  compensatory  plans or  arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any  such  person  because  of his  or  her  resignation,  retirement  or  other
termination of employment  with the Company or its  subsidiaries,  any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.

                                       30
<PAGE>
     Nor  are  there  any  agreements  or  understandings  for any  director  or
executive  officer  to resign at the  request  of  another  person;  none of the
Company's  directors or executive officers is acting on behalf of or will act at
the direction of any other person.

     Bonuses and Deferred Compensation
     ---------------------------------

          None.

     Compensation Pursuant to Plans
     ------------------------------

          None.

     Pension Table
     -------------

          None; not applicable.

     Other Compensation
     ------------------

          None.

     Termination of Employment and Change of Control Arrangements
     ------------------------------------------------------------

          None.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
          --------------------------------------------------------------

     (a)  Security Ownership of Certain Beneficial Owners.
          ------------------------------------------------

     The following  table sets forth the share holdings of those persons who own
more than five (5%)  percent of the  Company's  common  stock as of December 31,
2001.  Each of these persons has sole  investment and sole voting power over the
shares indicated.

                           Name And
     Title of              Address Of                   Amount of     Percent of
     Class                 Beneficial Owner             Ownership       Class
--------------------------------------------------------------------------------
     Common Stock          Gregory J. Chachas           2,271,620       57.15%
                           1200 South Bell Avenue
                           Ely, Nevada 89301


     Common Stock          George G. Chachas              463,396       11.66%
                           4180 La Jolla Village Drive
                           Suite 500
                           La Jolla, CA 92037

                                       31
<PAGE>
     (b)  Security Ownership of Management
          --------------------------------

     The  following  table  sets  forth  the  share  holdings  of the  Company's
directors and executive  officers as of December 31, 2001. Each of these persons
has sole investment and sole voting power over the shares indicated.

                           Name And
     Title of              Address Of                   Amount of     Percent of
     Class                 Beneficial Owner             Ownership       Class
--------------------------------------------------------------------------------
     Common Stock          Gregory J. Chachas           2,271,620       57.15%
                           1200 South Bell Avenue
                           Ely, Nevada 89301

                           All Directors and Officers   2,271,620       57.15%
                           as a Group (1 person)

     (c)  Changes in Control.
          ------------------

     There are no present  arrangements  or pledges of the Company's  securities
which may result in a change in control of the Company.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
          ----------------------------------------------

     Transactions with Management and Others.
     ---------------------------------------

     There have been no material  transactions,  series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its  subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director or executive officer, or any
security  holder who is known to the  Company  to own of record or  beneficially
more than five  percent  of the  Company's  common  stock,  or any member of the
immediate  family of any of the  foregoing  persons,  had a  material  interest.
However, each of the current directors and executive officers and certain of the
Company's  former directors and executive  officers has received  "unregistered"
and  "restricted"  shares of the  Company's  common  stock in  consideration  of
services  rendered  and cash  contributed  to the Company.

     Gregory J. Chachas,  currently the sole officer and director, who is deemed
to be an  affiliate  of the  Company,  has  received an  aggregate  of 2,271,620
(post-reverse   split  adjusted)   "unregistered"  and  "restricted"  shares  in
consideration  of services  rendered and for cash paid to the  Company.  See the
captions "Recent Sales of Unregistered  Securities" and "Executive Compensation"
of this Report.

     Certain Business Relationships.
     ------------------------------

     There have been no material  transactions,  series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its  subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director or executive officer, or any
security  holder who is known to the  Company  to own of record or  beneficially
more than five  percent  of the  Company's  common  stock,  or any member of the
immediate  family of any of the  foregoing  persons,  had a  material  interest.
However,  see the  caption  "Transactions  with  Management  and Others" of this
Report.

                                       32
<PAGE>
     Indebtedness of Management.
     ---------------------------

     There have been no material  transactions,  series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its  subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director or executive officer, or any
security  holder who is known to the  Company  to own of record or  beneficially
more than five  percent  of the  Company's  common  stock,  or any member of the
immediate  family of any of the  foregoing  persons,  had a  material  interest.
However,  see the  caption  "Transactions  with  Management  and Others" of this
Report.

     Transactions with Promoters.
     ----------------------------

     There have been no material  transactions,  series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its  subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any promoter or founder, or any member of
the immediate family of any of the foregoing  persons,  had a material interest.
However,  see the  caption  "Transactions  with  Management  and Others" of this
Report.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K
          --------------------------------

     (a)  List of Exhibits  attached or  incorporated  by reference  pursuant to
          Item 601 of Regulation S-B.

          Exhibit   Description
          -------   -----------

     (a) List of Exhibits  attached or  incorporated  by referenced  pursuant to
Item 601 of Regulation S-B.

          Exhibit        Description
     -------        -----------
     2.1(+)         Agreement and Plan of Merger (Incorporated by reference from
                    Appendix A of the Company's  Definitive  Proxy  Statement on
                    Form DEF 14A, filed March 19, 2001);

     3.1(+)         Articles of Incorporation of Covingham Capital Corp., a Utah
                    corporation;  (Incorporated  from the Company's Form 10-KSB,
                    filed October 17, 2000);

     3.1.2(+)       Certificate of Amendment to the Articles of Incorporation as
                    filed with the Secretary of State of Utah on April 19, 2001;
                    (Incorporated  from the  Company's  Form  8-K,  filed May 4,
                    2001;

     3.1.3(+)       Certificate of Incorporation  of Covingham  Capital Corp., a
                    Delaware Corporation.  (Incorporated from the Company's Form
                    8-K, filed May 4, 2001;

     3.2(+)         Restated   By-laws  of  Covingham   Capital  Corp.,  a  Utah
                    corporation;  (Incorporated  from the Company's Form 10-KSB,
                    filed October 17, 2000);

     3.2.2(+)       Bylaws of Covingham Capital Corp., a Delaware Corporation.
                    (Incorporated  from the  Company's  Form  8-K,  filed May 4,
                    2001;

     (+)  Previously filed.
     (++) Filed herewith.

     (b) Reports on Form 8-K. There were no reports on Form 8-K filed during the
last quarter of the period covered by this report.

          EXHIBIT INDEX
          -------------

          The following Exhibit Index sets forth the Exhibit attached hereto:

          Exhibit   Description
          -------   -----------

          None

                                       33
<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: June 4, 2002                               /S/ Gregory J. Chachas
                                                  ------------------------------
                                                  By:  Gregory J. Chachas
                                                  Its: President and CEO


                                       34