SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

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

     For the Fiscal Year Ended: December 31, 1999
                                -----------------

     [ ]  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 CORPORATION
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

         UTAH                                                87-0430826
------------------------------                              --------------------
State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

174 E. Dorchester Drive, Salt Lake City, Utah               84103
---------------------------------------------               --------------------
(Address of principal executive offices)                    (Zip Code)

                                 (801) 521-0880
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


     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 [ ] No [X]

     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, 1999 were $0.00

     As of December  31,  1999,  there are  approximately  16,179,163  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,  1999 there were  36,179,163  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, 1999

                                     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 ........     12

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters....     12

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 ............................     24

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act .........     24

Item 10. Executive Compensation ....................................     26

Item 11. Security Ownership of Certain Beneficial Owners and Management..27

Item 12. Certain Relationships and Related Transactions ............     28

Item 13. Exhibits and Reports on Form 8-K ..........................     29

Signatures .........................................................     30

                                     Page 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 6,000,000  shares and a minimum of  2,000,000  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 11,163,648 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
970,716  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.

                                     Page 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  10,000,000  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
10,000,000 restricted shares of its common stock to Gregory J. Chachas.

     On September  22, 1999,  George G. Chachas  purchased  4,283,950  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.

     On June  13,  2000,  in  consideration  for  the  capital  contribution  of
$5,000.00 in cash by Gregory J. Chachas,  the Company issued 500,000  restricted
shares of its common stock, $0.001 par value to Gregory J. Chachas.  Further, in
consideration for the financial  accommodations of the Company's  transfer agent
in  discounting  the prior  invoices of the Company,  the Company issued 100,000
restricted  shares of its common  stock,  $0.001 par value to Fidelity  Transfer
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.

                                     Page 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.

                                     Page 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.

                                     Page 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.

                                     Page 7
<PAGE>
     Patents, Trademarks, Licenses, Franchises,  Concessions, Royalty Agreements
     or Labor Contracts.
     ---------------------------------------------------------------------------

     None; not applicable.

     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.

                                     Page 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, 1999.

RISK FACTORS
------------

     RISK OF PENNY STOCK.  The Company's  common stock may, at some future time,
be deemed to be "penny  stock"  as that term is  defined  in Rule  3a51-1 of the
Exchange Act of 1934. Penny stocks are stocks (i) with a price of less than five
dollars per share; (ii) that are not traded on a "recognized" national exchange;
(iii)  whose  prices  are not quoted on the NASDAQ  automated  quotation  system
(NASDAQ-listed  stocks must still meet  requirement  (i)  above);  or (iv) of an
issuer with net tangible assets less than  US$2,000,000  (if the issuer has been
in  continuous  operation  for at least  three  years)  or  US$5,000,000  (if in
continuous operation for less than three years), or with average annual revenues
of less than US$6,000,000 for the last three years.

     A principal  exclusion  from the  definition  of a penny stock is an equity
security that has a price of five dollars ($5.00) of more,  excluding any broker
or dealer commissions, markups or markdowns. As of the date of this Registration
Statement  the  Company's  common stock has a price in excess of $5.00 and would
not be deemed a penny stock.

     If the Company's Common Stock were deemed a penny stock,  section 15(g) and
Rule 3a51-1 of the Exchange Act of 1934 would require  broker-dealers dealing in
the  Company's  Common  Stock to  provide  potential  investors  with a document
disclosing  the risks of penny stocks and to obtain a manually  signed and dated
written  receipt of the document  before  effecting any  transaction  in a penny
stock for the investor's  account.  Potential  investors in the Company's common
stock are urged to obtain and read such disclosure  carefully before  purchasing
any shares that are deemed to be "penny stock."

     Moreover,  Rule  15g-9  of the  Exchange  Act of 1934  Commission  requires
broker-dealers  in penny  stocks to  approve  the  account of any  investor  for
transactions  in such stocks  before  selling any penny stock to that  investor.
This  procedure  requires  the  broker-dealer  to (i) obtain  from the  investor
information concerning his or her financial situation, investment experience and
investment  objectives;  (ii) reasonably  determine,  based on that information,
that  transactions  in penny  stocks are  suitable for the investor and that the
investor has sufficient  knowledge and experience as to be reasonably capable of
evaluating  the risks of penny stock  transactions;  (iii)  provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the  determination  in (ii) above;  and (iv)  receive a signed and dated copy of
such statement  from the investor,  confirming  that it accurately  reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these  requirements  may make it more difficult for investors in
the  Company's  common  stock to  resell  their  shares to third  parties  or to
otherwise dispose of them.

                                     Page 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.

                                    Page 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.

     Impact of Year 2000.
     -------------------

     During  1999 we  completed  our  remediation  and  testing of our  platform
systems,  management support,  systems, and our internal information  technology
and  non-information   technology   systems.   Because  of  those  planning  and
implementation  efforts,  we  experienced  no  disruptions  in  our  information
technology  and  non-information  technology  systems  and  those  systems  have
successfully  responded  to the Year  2000  date  change.  We did not  incur any
significant expenses during 1999 in conjunction with remediating our systems. We
are not aware of any material problems  resulting from Year 2000 issues,  either
with our  products,  internal  systems,  or the  products  and services of third
parties. We will continue to monitor our mission critical computer  applications
and those of our  suppliers and vendors  throughout  the Year 2000 to ensure any
latent Year 2000 matters arising are addressed promptly.

ITEM 2.   DESCRIPTION OF PROPERTIES

     Other than cash in the amount of approximately  $691.00,  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.

                                    Page 11
<PAGE>
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.

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

     The sales of an aggregate of  20,600,000  "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,  1999,  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 September 21, 1999, in consideration  for legal and consulting  services
valued at $10,000.00  provided by Gregory J. Chachas, an officer and director of
the Company,  the Company  issued  10,000,000  "unregistered"  and  "restricted"
shares of 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  10,000,000  "unregistered" and "restricted" shares
of common stock to Gregory J. Chachas.

                                    Page 12
<PAGE>
     Subsequent Events.
     -----------------

     On June  13,  2000,  in  consideration  for  the  capital  contribution  of
$5,000.00  in  cash  by  Gregory  J.  Chachas,   the  Company   issued   500,000
"unregistered"  and "restricted"  shares of common stock to, $0.001 par value to
Gregory J. Chachas,  and in consideration  for the financial  accommodations  in
discounting  the prior  invoices  of the  Company,  the Company  issued  100,000
"unregistered"  and  "restricted"  shares of common  stock,  $0.001 par value to
Fidelity Transfer Company.

     Each of these individuals or entities,  is a current or former director and
executive  officer  of the  Company or had  access to all  material  information
regarding the Company prior to the offer or sale of these securities. The offers
and  sales of  these  securities  are  believed  to have  been  exempt  from the
registration requirements of Section 5 of the Securities Act of 1933 pursuant to
Section  4(2)  thereof,  and from similar  states'  securities  laws,  rules and
regulations  requiring  the  offer and sale of  securities  by  available  state
exemptions from such registration.

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.

                                    Page 13
<PAGE>
     In the event that the Company contacts or is contacted by a private company
or other entity which may be  considering a merger with or into the Company,  it
is possible  that the Company  would be  required to raise  additional  funds in
order to accomplish the transaction. Otherwise, and even though the Company only
possesses  nominal funds, as the Company does not engage in any ongoing business
which  requires  the routine  expenditure  of funds,  the  Company  would not be
required to raise  additional  funds during the next twelve months.  The Company
does not routinely  expend any funds for the ownership or lease of property,  as
any routine  activities  are being  conducted out of an office made available by
the Company's President.

     During the next 12 months, the Company's only foreseeable cash requirements
will relate to maintaining the Company in good standing and making the requisite
filings with the Securities and Exchange  Commission and the payment of expenses
associated with reviewing or investigating any potential business venture, which
may be advanced by management or principal shareholders 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, 1999 and 1998, were zero.

     The Company had a net loss of $17,711 during the fiscal year ended December
1999, and a net loss of $700, for the year ended December 31, 1998.

     Liquidity.
     ---------

     During the fiscal  year ended  December  31,  1999,  the  Company  incurred
expenses of $17,711,  while receiving $0 in revenues; the Company received $0 in
revenues,  with total expenses of $700 during the fiscal year ended December 31,
1998.

                                    Page 14
<PAGE>
ITEM 7.   FINANCIAL STATEMENTS

                          COVINGHAM CAPITAL CORPORATION
                                AND SUBSIDIARIES
                          Audited Financial Statements

                                December 31, 1999

                                                                         Page
                                                                         ----
Independent Auditors' Report ...........................................  16
Consolidated Balance Sheet .............................................  17
Consolidated Statements of Operations ..................................  18
Consolidated Statements of Stockholders' Equity ........................  19
Consolidated Statements of Cash Flows ..................................  21
Notes to the Financial Statement .......................................  22


                                    Page 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, 1999 and the related statements
of operations,  stockholders' equity and cash flows for the years ended December
31, 1999 and 1998 and from  January 1, 1987 through  December  31,  1999.  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, 1999 includes  stockholders  equity and deficit  accumulated during
the development stage of $1,589 and $742,371,  respectively.  Our opinion on the
statements  of  operations,  stockholders  equity  and cash flows for the period
January 30, 1986 (inception) through December 31, 1999, 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  generally   accepted  auditing
standards.  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, 1999 and the results of its
operations and its cash flows for the years ended December 31, 1999 and 1998 and
from January 1, 1987  through  December 31, 1999 in  conformity  with  generally
accepted accounting principles.

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, LLC
Salt Lake City, Utah
June 7, 2000

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


                                     ASSETS
                                     ------
<TABLE>
<CAPTION>

                                                                 December 31,
                                                                     1999
                                                              ------------------
<S>                                                           <C>
CURRENT ASSETS

   Cash                                                       $           1,589
                                                              -----------------

     Total Current Assets                                                 1,589
                                                              -----------------

     TOTAL ASSETS                                             $           1,589
                                                              =================


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

  Accounts payable                                            $          -
                                                              -----------------

     Total Current Liabilities                                           -
                                                              -----------------

     TOTAL LIABILITIES                                                   -
                                                              -----------------

STOCKHOLDERS' EQUITY

   Common stock: 100,000,000 shares authorized of $0.001
    par value, 36,179,163 shares issued and outstanding                  36,180
   Additional paid-in capital                                           707,780
   Deficit accumulated during the development stage                    (742,371)
                                                              -----------------

     Total Stockholders' Equity                                           1,589
                                                              -----------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $           1,589
                                                              =================
</TABLE>
     The accompanying notes are an integral part of these financial statements.

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

<TABLE>
<CAPTION>                                                                         From
                                                                               Inception on
                                                                                January 30,
                                                      For the Years Ended      1986 Through
                                                          December 31,         December 31,
                                                 ---------------------------
                                                     1999           1998           1999
                                                 ------------   ------------   ------------
<S>                                              <C>            <C>            <C>

REVENUES                                         $    -         $    -         $    -

EXPENSES

   General and administrative                         17,711            700         18,411
                                                 ------------   ------------   ------------

     Total Expenses                                   17,711            700         18,411
                                                 ------------   ------------   ------------

   Operating loss before loss from
    discontinued operations                          (17,711)          (700)       (18,411)
                                                 ------------   ------------   ------------

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

   NET LOSS                                      $   (17,711)   $      (700)   $  (742,371)
                                                 ============   ============   ============

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

   BASIC WEIGHTED AVERAGE SHARES                  35,979,163     30,477,793
                                                 ============   ============

</TABLE>
     The accompanying notes are an integral part of these financial statements.

                                        Page 18
<PAGE>
                          COVINGHAM CAPITAL CORPORATION
                          (A Development Stage Company)
                       Statements of Stockholders' Equity

<TABLE>
<CAPTION>
                                                                                                             Deficit
                                                                                                             Accumulated
                                                        Common Stock             Additional                  During the
                                                 ---------------------------      Paid-In     Subscription   Development
                                                    Shares         Amount         Capital      Receivable       Stage
                                                 ------------   ------------   ------------   ------------   ------------
<S>                                              <C>            <C>            <C>            <C>            <C>

Balance at inception on
 January 30, 1986                                     -         $    -         $    -         $    -         $    -

Issuance of common stock for
 cash at $0.0075 per share                         2,000,000          2,000         13,000         -              -

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

Balance, December 31, 1986                         2,000,000          2,000         13,000         -             (15,000)

Issuance of common stock
 for cash at $0.05 per share                       2,044,800          2,045        100,195         -              -

Issuance of common stock
 for purchase of subsidiary
 at $0.05 per share                               11,163,611         11,164        547,019         -              -

Issuance of common stock
 for services at $0.05                               970,752            971         47,566         -              -

Net loss for the year ended
 December 31, 1987                                    -              -              -              -            (708,960)
                                                 ------------   ------------   ------------   ------------   ------------
Balance, December 31, 1987                        16,179,163         16,180        707,780         -            (723,960)

Net loss for the years ended
 December 31, 1988 to 1997                            -              -               -             -              -
                                                 ------------   ------------   ------------   ------------   ------------
Balance, December 31, 1997                        16,179,163    $    16,180    $   707,780    $    -         $  (723,960)
                                                 ------------   ------------   ------------   ------------   ------------
</TABLE>
     The accompanying notes are an integral part of these financial statements.

                                     Page 19

<PAGE>
                          COVINGHAM CAPITAL CORPORATION
                          (A Development Stage Company)
                 Statements of Stockholders' Equity (Continued)

<TABLE>
<CAPTION>
                                                                                                             Deficit
                                                                                                             Accumulated
                                                        Common Stock            Additional                    During the
                                                 ---------------------------     Paid-In      Subscription   Development
                                                   Shares         Amount         Capital       Receivable       Stage
                                                 ------------   ------------   ------------   ------------   ------------
<S>                                              <C>            <C>            <C>            <C>            <C>
Balance, December 31, 1997                        16,179,163    $    16,180    $   707,780    $    -         $  (723,960)

Issuance of common stock
 for subscription receivable
 at $0.001 per share                              17,000,000         17,000         -             (17,000)        -

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

Balance, December 31, 1998                        33,179,163         33,180        707,780        (17,000)      (724,660)

Issuance of common stock
 for services and expenses
 paid by officer at $0.001                        10,000,000         10,000         -              -              -

Issuance of common stock for
 conversion of debt at $0.001                        700,000            700         -              -              -

Issuance of common stock for
 cash at $0.001 per share                          9,300,000          9,300         -              -               -

Shares returned to treasury                      (17,000,000)       (17,000)        -              17,000          -

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

Balance, December 31, 1999                        36,179,163    $    36,180    $   707,780    $    -         $  (742,371)
                                                 ============   ============   ============   ============   ============
</TABLE>

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

                                    Page 20
<PAGE>
                          COVINGHAM CAPITAL CORPORATION
                          (A Development Stage Company)
                            Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                  From
                                                                               Inception on
                                                                               January 30,
                                                     For the Years Ended       1986 Through
                                                         December 31,          December 31,
                                                 ---------------------------
                                                     1999           1998           1999
                                                 ------------   ------------   ------------
<S>                                              <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net (loss)                                    $   (17,711)   $      (700)   $  (742,371)
   Adjustments to reconcile net loss to net
    cash (used) by operating activities:
   Loss on discontinued operations                    -              -             558,182
   Common stock issued for services                   10,000         -              58,538
   Change in operating assets and liabilities:
   Increase (decrease) in accounts payable            -                 700         -
                                                 ------------   ------------   ------------

       Net Cash (Used) by Operating Activities        (7,711)        -            (125,651)
                                                 ------------   ------------   ------------

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

CASH FLOWS FROM FINANCING ACTIVITIES

   Common stock issued for cash                        9,300         -             127,240
                                                 ------------   ------------   ------------

       Net Cash Provided by Financing Activities       9,300         -             127,240
                                                 ------------   ------------   ------------

NET INCREASE IN CASH AND CASH
 EQUIVALENTS                                           1,589         -               1,589

CASH AND CASH EQUIVALENTS AT
 BEGINNING  OF PERIOD                                  -             -               -
                                                 ------------   ------------   ------------

CASH AND CASH EQUIVALENTS AT END
 OF PERIOD                                       $     1,589    $    -         $     1,589
                                                 ============   ============   ============
CASH PAID FOR:

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

   SCHEDULE OF NONCASH FINANCING ACTIVITIES:

   Common stock issued for payment of debt       $       700    $   -          $       700
</TABLE>

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

                                    Page 21
<PAGE>
                          COVINGHAM CAPITAL CORPORATION
                          (A Development Stage Company)
                        Notes to the Financial Statements
                                December 31, 1999

NOTE 1 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              This  summary of  significant  accounting  policies  of  Covingham
              Capital  Corporation (a development stage company) is presented to
              assist in understanding the Company's  financial  statements.  The
              financial   statements  and  notes  are   representations  of  the
              Company's management, which is responsible for their integrity and
              objectivity. The accounting policies conform to generally accepted
              accounting  principles and have been  consistently  applied in the
              preparation of the financial statements.

              a.  Organization and Business Activities

              The financial  statements presented are those of Covingham Capital
              Corporation  (the Company).  The Company was  incorporated  in the
              State  of  Utah  on  January  30,  1986 to  engage  in any  lawful
              activity,  but more  particularly to assist companies in marketing
              their goods and services.  The Company is considered a development
              stage company per SFAS No. 7.

              b.  Accounting Method

              The financial  statements are prepared using the accrued method of
              accounting. The Company has elected a December 31, year end.

              c.  Revenue Recognition

              The  Company   currently  has  no  source  of  revenues.   Revenue
              recognition  policies will be determined when principal operations
              begin.

              d.  Estimates

              The  preparation  of  financial   statements  in  conformity  with
              generally accepted  accounting  principles  requires management to
              make estimates and assumptions that affect the reported amounts of
              assets and  liabilities  and  disclosure of contingent  assets and
              liabilities  at the  date  of the  financial  statements  and  the
              reported  amounts of revenues  and expenses  during the  reporting
              period. Actual results could differ from those estimates.

              e.  Income Taxes

              No provision for income taxes has been accrued because the Company
              has net operating  losses from  inception.  The net operating loss
              carryforwards of approximately  $740,000 at December 31, 1999 will
              expire by 2019.  No tax benefit has been reported in the financial
              statements  because the Company is uncertain if the  carryforwards
              will expire  unused.  Accordingly,  the potential tax benefits are
              offset by a valuation account of the same amount.

                                    Page 22
<PAGE>

                          COVINGHAM CAPITAL CORPORATION
                          (A Development Stage Company)
                        Notes to the Financial Statements
                                December 31, 1999

NOTE 1 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

              f.  Cash and Cash Equivalents

              The  Company  considers  all  highly  liquid  investments  with  a
              maturity  of  three  months  or  less  when  purchased  to be cash
              equivalents.

              g.  Basic Loss Per Share

              The computations of basic loss per share of common stock are based
              on the weighted average number of common shares outstanding during
              the period of the consolidated financial statements.

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.

                                     Page 23

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

     On January 27, 2000, the Company  engaged HJ & Associates,  LLC,  Certified
Public  Accountants   (formerly  Jones,   Jensen  &  Company),   as  independent
accountants to the Company.  There were no disagreements with former accountants
on accounting principles or on any other matter.

                                    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       68      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 68, 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.

                                    Page 24
<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.

                                    Page 25
<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)    1999      $0       0        0         (1)              0              0         0
President and Director   1998      $0       0        0         0                0              0         0
                         1997      $0       0        0         0                0              0         0
---------------------
</TABLE>

     (1) 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, 1999.  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.

                                    Page 26
<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 September  26,
2000.  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                20,500,000           56.66%
                  174 E. Dorchester Drive
                  Salt Lake City, UT 84103

                  All Directors and Officers        20,500,000           56.66%
                  as a Group (1 person)


                                    Page 27
<PAGE>
     (b) Security Ownership of Management
         --------------------------------

     The  following  table  sets  forth  the  share  holdings  of the  Company's
directors and executive officers as of September 26, 2000. 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                20,500,000           56.66%
                  174 E. Dorchester Drive
                  Salt Lake City, UT 84103

                  All Directors and Officers        20,500,000           56.66%
                  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 20,500,000 "unregistered" and "restricted"
shares in consideration of services rendered and the sum of $15,000 in cash. 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.

                                    Page 28

<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
     -------        -----------
     3.1            Articles of Incorporation of
                    Covingham Capital Corp., a Utah corporation;

     3.2            Restated By-laws of
                    Covingham Capital Corp., a Utah corporation;

     27             Financial Data Schedule
                    submitted electronically for SEC information only).

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

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

     The following Exhibit Index sets forth the Exhibit attached hereto

     Exhibit        Description
     -------        -----------
     3.1            Articles of Incorporation of
                    Covingham Capital Corp., a Utah corporation;

     3.2            Restated By-laws of
                    Covingham Capital Corp., a Utah corporation;

                                    Page 29
<PAGE>
                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange  Act of 1934,  the  Company has duly caused this report to be signed on
its behalf by the Undersigned, thereunto duly authorized.


                                             COVINGHAM CAPITAL CORP.
                                             A Utah Corporation


Dated: October 16, 2000                      /s/ Gregory J. Chachas
                                             --------------------------
                                             By:  Gregory J. Chachas
                                             Its: President and CEO

                                     Page 30