SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-KSB/A-1

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

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

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

                                     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: July 31, 2001                         /s/ Gregory J. Chachas
                                             --------------------------
                                             By:  Gregory J. Chachas
                                             Its: President and CEO

                                     Page 30


<PAGE>
                                  EXHIBIT 3.1
                                  -----------

                            ARTICLES OF INCORPORATION
                                       OF
                          COVINGHAM CAPITAL CORPORATION

     We, the undersigned  natural persons of the age of 21 years or more, acting
as  Incorporators  of a  corporation  under the Utah  Business  Corporation  Act
(hereinafter  referred  to as  the  "Act"),  adopt  the  following  Articles  of
Incorporation for such corporation.

                                    ARTICLE I
                                    ---------

     Name. The name of the corporation (hereinafter called the "Corporation") is
COVINGHAM CAPITAL CORPORATION.

                                   ARTICLE II
                                   ----------

     Period of Duration. The period of duration of the Corporation is perpetual.

                                   ARTICLE III
                                   -----------

     Purposes and Powers.  The purposes and the powers for which the Corporation
is organized are as follows:

     (a) To buy, hold,  own, trade,  lease,  sell and otherwise deal in real and
personal property and any interests therein.

     (b)  To  purchase  or  otherwise  acquire  the  whole  or any  part  of the
securities,  good will,  royalties,  patents,  patent applications,  copyrights,
franchises, leases, rights, property and assets of all kinds and to undertake or
assume  the  whole  or any part of the  bonds,  mortgages,  franchises,  leases,
contracts, indebtedness,  guarantees, liabilities and obligations of any person,
corporation,  association,  partnership,  syndicate,  entity  or  governmental.,
municipal, or public authority, and to pay for the same in cash, shares, capital
stock, bonds,  debenture stock' notes and other securities of the corporation or
otherwise  or by  undertaking  and  assuming  the  whole  or  any  part  of  the
liabilities  or  obligations  of the  transferor  and to hold  or in any  manner
dispose of the whole or any part of the  property  and assets so acquired and to
exercise all powers necessary or convenient in and about the conduct, management
and carrying on of any such business.

     (c) To borrow or raise  monies for any of the  purposes of the  Corporation
and from  time to time  without  limit as to  amount,  to  draw,  make,  accept,
endorse,  guarantee,  execute  and  issue  promissory  notes,  drafts,  bills of
exchange,  warrants,  bonds,  debentures and other negotiable and  nonnegotiable
instruments and evidence of  indebtedness  and to secure the payment thereof and
of the interest  thereon by mortgage on or pledge,  conveyance  or assignment in
trust of the whole or any part of the assets of the corporation, real, personal,
or mixed,  including  contract  rights  whether at the time owned or  thereafter
acquired.

     (d) To lend and advance  monies or give credit for corporate  purposes with
or without requiring interest or any security for the repayment thereof.

     (e) To purchase,  take,  receive or otherwise  acquire,  hold, own, pledge,
transfer or otherwise dispose of shares of its own capital stock but purchase of
its own shares of stock,  whether direct or indirect,  shall be made only to the
extent of unreserved  and  unrestricted  surplus  available  therefor and to the
extent of unreserved and unrestricted  capital surplus  available  therefor,  if
permitted  by the  Act and any  other  applicable  law  and  these  Articles  of
Incorporation.


                                       1
<PAGE>
     (f) To become a party to any lawful  arrangement  for sharing of profits or
to any union of interest, reciprocal association,  partnership, syndicate, joint
venture or cooperation with any person, corporation,  association,  partnership,
syndicate,  entity or governmental,  municipal or public authority,  domestic or
foreign,  in the carrying on of any business which the corporation is authorized
to carry on or any,  business or  transaction  deemed  necessary,  convenient or
incidental to carrying out any of the purposes of the corporation.

     (g) To do all and everything necessary, proper, advisable or convenient for
the  accomplishment  of any  of the  purposes  or the  attainment  of any of the
objects or the furtherance of any of the powers herein set forth and to do every
other act and thing incidental thereto or connected  therewith provided the same
be not forbidden by the Act, by any other applicable law or by these Articles of
Incorporation.

     (h) To carry out the purposes hereinabove set forth in any state, district,
territory or possession  of the United  States or in any foreign  country to the
extent such  purposes  are not  forbidden  by the laws of such state,  district,
territory,  possession  or foreign  country and in the event that they do forbid
any one or more such  purposes  to limit  the  purposes  which  the  corporation
proposes to carry on in such state, district,  territory,  possession or foreign
country to such  purpose or purposes  as. are not  forbidden by the laws thereof
and any certificate for application to do business therein.

     (i) In  general  to carry on any  business  and have and  exercise  all the
powers,  conferred  by the  Act on  corporations  organized  under  it and  upon
corporations  by any other  applicable law and to do any and all of the acts and
things therein set forth to the same extent as natural persons might or could do
in  any  part  of  the   world  as   principal,   factor,   agent,   contractor,
representative, trustee or otherwise, either alone or in syndicates, jointly and
foreign  country to such  purpose or purposes as are not  forbidden  by the laws
thereof and any certificate for application to do business therein.

     (j) In  general  to carry on any  business  and have and  exercise  all the
powers  conferred  by the  Act  on  corporations  organized  under  it and  upon
corporations  by any other  applicable law and to do any and all of the acts and
things therein set forth to the same extent as natural persons might or could do
in  any  part  of  the   world  as   principal,   factor,   agent,   contractor,
representative, trustee or otherwise, either alone or in syndicates, jointly and
otherwise,   in   conjunction   with  any  person,   corporation,   association,
partnership,  syndicate, entity or governmental,  municipal or public authority,
domestic or foreign,  and to establish and maintain  offices and agencies and to
exercise all or any of its corporate powers and rights throughout the world.

     (k) The  foregoing  clauses shall be construed as powers as well as objects
and  purposes  and the matters  expressed in each clause  shall,  unless  herein
otherwise expressly provided;  be in no way limited by reference to or inference
from the  terms of any  other  clause  but  shall be  regarded  .as  independent
objects,  purposes and powers and the enumeration of specific objects,  purposes
and powers shall not be construed to limit or restrict in any manner the meaning
of the general  terms of the general  powers of the  corporation,  nor shall the
expression of one thing be deemed to exclude  another not expressed  although it
be of like nature.

                                   ARTICLE IV
                                   ----------

     Authorized  Shares.  The aggregate  number of shares which the  corporation
shall have authority to issue is FIFTY MILLION (50,000,000) shares of $0.001 par
value common stock.

     (a) The  common  stock may be issued by the  corporation  or  subscriptions
taken  therefor from time to time for. such  consideration  as may be fixed from
time to time by the Board of Directors.

                                       2
<PAGE>
     (b) The common  stock of the  corporation  shall not be issued in series or
broken into additional classes.  There shall be but one class of stock, of equal
rights and  preferences.  Dividend  rights in the company stock shall be treated
hereinafter  as said  stock is set  forth  to be  treated  in the Utah  Business
Corporations Act, as amended to date.

     (c) The common  stock of the  corporation  shall be  nonassessable  and the
shareholders  shall not be liable for the debts of the corporation except and to
the extent of any unpaid  subscriptions  for shares which may be  outstanding at
any time the corporation is dissolved,  merged, or said subscription  rights are
called.

                                    ARTICLE V
                                    ---------

     Pre-emptive  Rights.  A  shareholder  shall  have no  preemptive  rights to
acquire any securities of this corporation.

                                   ARTICLE VI
                                   ----------

     Commencement of Business. The corporation shall not commence business until
at least One Thousand and no/100 Dollars, ($1,000.00) has been received by it as
consideration for the issuance of shares.

                                   ARTICLE VII
                                   -----------

     Voting  of  Shares.  Each  outstanding  share  of the  common  stock of the
corporation  shall be entitled to one vote on each matter submitted to a vote at
a meeting of the  shareholders,  each shareholder  being entitled to vote his or
its shares in person or by proxy  executed in writing by such  shareholder or by
his duly authorized attorney in fact. The shareholders of this corporation shall
have no right to cumulate his or its vote with regard to such voting.

                                  ARTICLE VIII
                                  ------------

     Provisions for Regulation of Internal Affairs of the Corporation.
     ----------------------------------------------------------------

     Meetings  of the  Shareholders.  All  meetings of the  shareholders  of the
corporation  shall be held at such place  either  within or without the State of
Utah as may be provided by the by-laws of the corporation. In the absence of any
such provision,  all such meetings shall be held at the registered office of the
corporation.

     Quorum  of  Shareholders.  Unless  otherwise  provided  in the Act or other
applicable  law, a majority of the shares of the common stock of the corporation
entitled to vote  represented in person or by proxy shall constitute a quorum at
a meeting of the shareholders of the corporation.

     Meetings  of  Directors.   Meetings  of  the  Board  of  Directors  of  the
corporation  whether regular or special may be held either within or without the
State  of Utah  and  upon  such  notice  as  prescribed  in the  by-laws  of the
corporation.

     Quorum of Directors. The number of Directors of the corporation which shall
constitute a quorum for the  transaction of business at any meeting of the Board
of Directors shall be fixed in the by-laws of the corporation.

                                       3
<PAGE>
     By-Laws of the Corporation. The initial by-laws of the corporation shall be
adopted by its Board of Directors  hereafter  unless  otherwise  provided in the
Act.  By-laws of the corporation  may be adopted,  amended or repealed either by
the  shareholders or by the Board of Directors except that (a) no by-law adopted
or amended by the  shareholders  shall be  altered or  repealed  by the Board of
Directors  and (b) no by-law  shall be  adopted  by the  Directors  which  shall
require  more than a  majority  of the  voting  for a quorum at a meeting of the
shareholders  of the  corporation  or more than a majority  of the votes cast to
constitute  action by the  shareholders  except  where  higher  percentages  are
required by law. The by-laws may contain any  provisions  for the regulation and
management  of the affairs of the  corporation  not  inconsistent  with the Act,
other applicable laws, and these Articles of Incorporation.

     Shareholders of Record.  The name and address of each shareholder of record
of the capital stock of the  corporation  as they appear in the stock records of
the corporation shall be conclusive  evidence as to who are the shareholders who
are entitled to receive notice of any meetings of the  shareholders,  to vote at
such  meetings,  to  examine  a  complete  list of the  shareholders  who may be
entitled to vote at any such  meeting and to own,  enjoy and  exercise any other
rights and  privileges  which are based upon the  ownership  of these  shares of
common stock of the corporation.

     Books and Records.  The  corporation  shall keep complete and correct books
and  records  of  account  and shall  keep  minutes  of the  proceedings  of its
shareholders and the Board of Directors and shall keep at its registered  office
or  principal  place of  business  or at the  office  of its  transfer  agent or
registrar a record of its  shareholders  giving the names and  addresses  of all
shareholders  and the  number  of  shares of the  corporation  held by each.  No
shareholder shall have the right to inspect any such books and records except as
conferred by the Act, or other  applicable  law unless  authorized to do so by a
resolution or resolutions of the shareholders or the Board of Directors.

     Compensation of Directors.  The Board of Directors of the corporation  may,
provided  the  by-laws  of  the  corporation  so  provide,  make  provision  for
reasonable  compensation  to its members for their  services  as  directors  and
establish the basis upon which such compensation  shall be paid. Any director of
the corporation may also serve the corporation in any other capacity and receive
proper compensation therefor.

     Qualification  of Directors.  The directors of this corporation need not be
stockholders.

     Number of Directors. The exact number of directors may from time to time be
specified by the by-laws at not less than three nor more than fifteen.  When the
by-laws do not specify the exact number of directors, the number shall be three.

     Reliance  Upon Others.  A director  shall be fully  protected in relying in
good faith upon the books of account of the  corporation or statements  prepared
by any of its officials as to the value and amount of assets, liabilities or net
profits of the  corporation  or any other facts  pertinent to the  existence and
amount of surplus or other funds from which dividends might properly be declared
and paid.

     Reliance  Upon Others - Prudent  Conduct.  No person shall be liable to the
corporation for any loss or damage suffered by it on account of any action taken
or  omitted to be taken by him as a director  or officer of the  corporation  in
good faith if such  person  (a)  exercised  or used the same  degree of care and
skill as a prudent man would have exercised or used under the  circumstances  in
the  conduct of his own  affairs,  or (b) took or omitted to take such action in
reliance  upon advice of counsel  for the  corporation  which he had  reasonable
grounds to believe or upon a financial statement of the corporation  prepared by
an officer or employee of the corporation in charge of its accounts or certified
by a public accountant or firm of public accountants.

                                       4
<PAGE>
     Contracts with Interested  Directors,  Disclosure and Voting. A director of
the corporation  shall not in the absence of fraud be disqualified by his office
from dealing or contracting with the corporation either as a vendor,  purchaser,
or otherwise nor in the absence of fraud shall,  insofar as permitted by the Act
or any other applicable statute,  any transaction or contract of the corporation
be void or voidable  or affected by reason of the fact that any  director or any
firm of which a director is a member or any corporation of which any director is
an officer, director or stockholder is in any way interested in such transaction
or  contract  provided  that  the  meeting  of the  Board of  Directors  or of a
committee  thereof having authority in the premises to authorize or confirm such
contract or transaction,  the interest of such director,  firm or corporation is
disclosed  or made  known  and there  shall be  present a quorum of the Board of
Directors or of the directors  constituting  such committee and such contract or
transaction shall be approved by a majority of such quorum, which majority shall
consist of directors not so  interested or connected.  Nor shall any director be
liable to account to the  corporation  for any  profit  realized  by him from or
through  any such  transaction  or  contract  of the  corporation,  ratified  or
approved as herein provided,  by reason of the fact that he or any firm of which
he is a member,  or any  corporation of which he is a  stockholder,  director or
officer was interested in such transaction or contract.  Directors so interested
may be counted  when  present at meetings of the Board of  Directors  or of such
committee for the purpose of  determining  the  existence of a quorum.  Each and
every  person  who is or may  become a  director  of the  corporation  is hereby
relieved from any liability that might  otherwise  exist from those  contracting
with the  corporation  for the  benefit of himself or any firm,  association  or
corporation  or of the Board of  Directors  or of any  committee  which shall be
ratified by a majority in the  interest of a quorum of the  stockholders  having
voting  power,  shall be as valid and as binding as though  ratified by each and
every  stockholder  of the  corporation,  but this shall not be  constituted  as
requiring the submission of any contract to the stockholders for approval.

     Indemnification  of Directors.  The corporation shall indemnify any and all
persons who may serve or who have served at any time as  directors  or officers,
or who at the request of the Board of Directors of the  corporation may serve or
at any time have served as directors or officers of another corporation in which
the corporation at such time owned or may own shares of stock or of which it was
or may be a creditor, and their respective heirs, administrators, successors and
assigns,  against any and all expenses,  including  amounts paid upon judgments,
counsel fees, and amounts paid in settlement  before or after suit is commenced,
actually and necessarily  incurred by such person in connection with the defense
or settlement of any claim,  action, suit or proceeding in which they, or any of
them are made parties or a party or which may be asserted against them or any of
them by reason of being or having  been  directors  or officers or a director or
officer of the corporation, or of such other corporation,  except in relation to
matters as to which any such  director or officer or former  director or officer
or person shall be adjudged in any action,  suit or  proceeding to be liable for
his  own  negligence  or  misconduct  in  the  performance  of  his  duty.  Such
indemnification  shall  be in  addition  to any  other  rights  to  which  those
indemnified  may  be  entitled  under  any  law,  by-law,   agreement,  vote  of
stockholders or otherwise.

     Ratification of Acts of Directors. The directors may submit any contract or
transaction  for approval at any annual  meeting of the  stockholders  or at any
special meeting of the stockholders called for that purpose; and any contract or
transaction  so approved by a majority vote of a quorum of the  stockholders  at
such meeting shall be binding upon the corporation and all of its  stockholders,
whether or not the contract or transaction  would otherwise be subject to attack
because of the interest of any of the  directors of the  corporation  or for any
other reason.

     Issuance  of  Shares.  The  corporation  may issue and sell its  authorized
shares from time to time, in the absence of fraud, for such consideration as may
from time to time be fixed by the Board of  Directors,  but in no event for less
than par value.

                                       5
<PAGE>
     Amendments of These Articles of Incorporation. The corporation reserves the
right to amend,  alter or repeal or to add any  provisions to these  Articles of
Incorporation  in any  manner  now or  hereafter  prescribed  by the Act and any
amendment  thereto  or by the  provisions  of any other  applicable  law and all
rights  conferred upon the  shareholders of the corporation by these Articles of
Incorporation   any  amendments   thereto  are  granted  subject  only  to  this
reservation.

                                   ARTICLE IX
                                   ----------

     Registered  Office.  The  address of the initial  registered  office of the
corporation is:

          COVINGHAM CAPITAL CORPORATION
          3450 Highland Drive, Suite 304
          Salt Lake City, Utah 84106

     Registered  Agent.  The  name  of  the  initial  registered  agent  of  the
corporation at such address is:

          James E. Morton

          /S/  James E. Morton
          -------------------------
          Registered Agent

                                    ARTICLE X
                                    ---------

     Initial  Board  of  Directors.  The  initial  Board  of  Directors  of  the
corporation  shall  consist  of four  members  and  their  respective  names and
addresses are:

         Name                           Address
         ----                           ----------------------
         Lance D. Bingham               1334 Ridgewood Lane
                                        Bountiful, Utah 84010

         Kenneth D. Murri               138 East 735 South
                                        Centerville, Utah 84014

         Jay R. Bingham                 1502 Millbrook Way
                                        Bountiful, Utah 84010

         Bill E. Covin                  12659 N.E. 73rd
                                        Kirkland, Washington 98033

which directors shall hold office until the first meeting of shareholders of the
corporation and until their successors shall have been elected and qualified.

     Subsequent Board of Directors.  At the first meeting of the shareholders of
the corporation and at each annual meeting  thereafter,  the shareholders  shall
elect directors to hold office until the next  succeeding  annual meeting of the
shareholders.  Each director so elected shall hold office for the term for which
he is elected and until his  successor  shall have been  elected and  qualified.
Directors  need not be  residents  of the State of Utah or  shareholders  of the
corporation.

                                       6
<PAGE>
                                   ARTICLE XI
                                   ----------
         The name of each incorporator and their addresses are:

         Name                           Address
         ----                           ----------------------
         James E. Morton                3450 Highland Drive
                                        Suite 304
                                        Salt Lake City, Utah 84106

         Randall L. Skeen               3450 Highland Drive
                                        Suite 304
                                        Salt Lake City, Utah 84106

         Ruth Walters                   3450 Highland Drive
                                        Suite 304
                                        Salt Lake City, Utah 84106

     DATED this 30TH day of January, 1986.

                                        /S/  James E. Morton

                                        /S/  Randall L. Skeen

                                        /S/  Ruth Walters

STATE OF UTAH              )
                           )  ss.
COUNTY OF SALT LAKE        )

     I hereby certify that on the 30th day of January, 1986, personally appeared
before me James E. Morton,  Randall L. Skeen, and Ruth Walters,  who being by me
duly sworn, declared that they are the persons who signed the foregoing document
as incorporators, and that the statements contained therein are true.

     IN WITNESS WHEREOF,  I have hereunto set my hand and seal this 30th day of
January, 1986.

                                        /S/ P. D. Hatch
                                        -----------------------------
                                        NOTARY PUBLIC
                                        Residing in:  Salt lake County, UT

My Commission expires: 3-24-86


                                       7
<PAGE>
                                  EXHIBIT 3.2
                                  -----------

                                 RESTATED BYLAWS

                                       OF

                             COVINGHAM CAPITAL CORP.
                              (A Utah Corporation)

                                   ARTICLE I.

                                    OFFICES

     Section  1.01.  Location of Offices.  The  corporation  may  maintain  such
offices  within or without the State of Utah as the Board of Directors  may from
time to time designate or require.

     Section 1.02.  Principal Office. The address of the principal office of the
corporation  shall be at the address of the registered office of the corporation
as so  designated  in the  office  of the  Secretary  of State  of the  state of
incorporation,  or at such other  address as the Board of  Directors  shall from
time to time determine.


                                   ARTICLE II.

                             MEETING OF SHAREHOLDERS

     Section 2.01. Annual Meetings. The annual meeting of the shareholders shall
be held on such date as the Board of Directors shall determine by resolution. If
the election of directors  shall not be held on the day thus  designated for any
annual meeting of the shareholders,  or at any adjournment thereof, the Board of
Directors  shall  cause  the  election  to be held at a special  meeting  of the
shareholders as soon thereafter as may be practicable.

     Section 2.02. Special Meetings. Special meetings of the stockholders may be
held at the  office  of the  corporation  in the  State of Utah,  or  elsewhere,
whenever called by the President,  or by the Board of Directors,  or by vote of,
or by an instrument in writing signed by the holders of a majority of the issued
and outstanding  capital stock.  Not less than ten (10) nor more than sixty (60)
days written notice of such meeting,  specifying  the day, hour and place,  when
and where such meeting shall be convened,  and the objects for calling the same,
shall be mailed in the  United  States  Post  Office,  addressed  to each of the
stockholders  of record at the time of issuing the notice,  and at his,  her, or
its address last known, as the same appears on the books of the corporation.

     The written  certificate  of the  officer or  officers  calling any special
meeting setting forth the substance of the notice, and the time and place of the
mailing of the same to the several stockholders, and the respective addresses to
which the same were mailed, shall be prima facie evidence of the manner and fact
of the calling and giving such notice.

                                       1
<PAGE>
     All  business  lawfully  to  be  transacted  by  the  stockholders  of  the
corporation  may be  transacted  at any  special  meeting or at the  adjournment
thereof. Only such business,  however, shall be acted upon at special meeting of
the  stockholders  as shall have been  referred  to in the notice  calling  such
meetings;  but at any  stockholders'  meeting  at which  all of the  outstanding
capital stock of the corporation is  represented,  either in person or by proxy,
any lawful  business may be transacted,  and such meeting shall be valid for all
purposes.

     Section 2.03.  Place of Meetings.  The Board of Directors may designate any
place,  either  within or without  the state of  incorporation,  as the place of
meeting  for any annual or special  meeting.  A waiver of notice,  signed by all
shareholders  entitled to vote at a meeting,  may  designate  any place,  either
within or without  the state of  incorporation,  as the place for the holding of
such  meeting.  If no  designation  is made,  the place of meeting  shall be the
registered office of the corporation in the state of incorporation.

     Section 2.04. Notice of Meetings.  Notification of the annual meeting shall
state the  purpose  or  purposes  for which the  meeting is called and the date,
time, and the place,  which may be within or without this state,  where it is to
be held. A copy of such notice shall be either delivered personally to, or shall
be mailed with postage  prepaid,  to each stockholder of record entitled to vote
at such meeting not less than ten (10) nor more than sixty (60) days before such
meeting. If mailed,  notice shall be directed to a stockholder at his address as
it appears  upon the records of the  corporation.  Upon such mailing of any such
notice,  the service  thereof shall be complete and the time of the notice shall
begin to run from  the  date  upon  such  notice  is  deposited  in the mail for
transmission  to said  stockholder.  Personal  delivery  of such  notice  to any
officer of a corporation,  association,  or any member of a  partnership,  shall
constitute  delivery of such  notice to such  corporation,  association,  or any
member of a partnership.

     Section 2.05.  Waiver of Notice. If all the stockholders of the corporation
shall waive notice of the annual or special  meeting,  no notice of such meeting
shall be required.  Further,  whenever all the stockholders shall meet in person
or by proxy,  such  meeting  shall be valid  for all  purposes  without  call or
notice, and at such meeting any corporate action may be taken.

     Section 2.06.  Default Notice.  If the address of any stockholder  does not
appear upon the books of the  corporation,  it will be sufficient to address any
notice to said  stockholder at 174 E.  Dorchester  Drive,  Salt Lake City,  Utah
84103.

     Section  2.07.   Fixing  Record  Date.   For  the  purpose  of  determining
shareholders  entitled  to  notice  of or to  vote  at  any  annual  meeting  of
shareholders or any  adjournment  thereof,  or shareholders  entitled to receive
payment of any dividend or in order to make a determination  of shareholders for
any other proper purpose,  the Board of Directors of the corporation may provide
that the share  transfer  books shall be closed,  for the purpose of determining
shareholders  entitled  to notice of or to vote at such  meeting,  but not for a
period exceeding sixty (60) days. If the share transfer books are closed for the
purpose of  determining  shareholders  entitled  to notice of or to vote at such
meeting,  such  books  shall be closed  for at least  ten (10) days  immediately
preceding such meeting.

                                       2
<PAGE>
         In lieu of closing the share transfer books, the Board of Directors may
fix in  advance  a date  as the  record  date  for  any  such  determination  of
shareholders,  such date in any case to be not more than sixty (60) and, in case
of a meeting of  shareholders,  not less than ten (10) days prior to the date on
which the particular  action requiring such  determination of shareholders is to
be taken. If the share transfer books are not closed and no record date is fixed
for the  determination  of  shareholders  entitled  to notice of or to vote at a
meeting or to receive  payment of a  dividend,  the date on which  notice of the
meeting is mailed or the date on which the  resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such  determination  of  shareholders.  When a determination of shareholders
entitled  to vote at any  meeting of  shareholders  has been made as provided in
this Section, such determination shall apply to any adjournment thereof. Failure
to comply with this Section shall not affect the validity of any action taken at
a meeting of shareholders.

     Section 2.08.  Voting Lists. At each meeting of the  stockholders,  a full,
true and complete list, in alphabetical order, of all the stockholders  entitled
to vote at such  meeting,  and  indicating  the  number of shares  held by each,
certified by the Secretary of the  corporation,  shall be furnished,  which list
shall be  prepared  not less than ten (10) nor more than sixty (60) days  before
such meeting, and shall be open to the inspection of the stockholders,  or their
agents or proxies,  at the place where such meeting is to be held,  and not less
than ten (10) nor more than sixty (60) days prior  thereto.  Only the persons in
whose names shares of stock are registered on the books of the  corporation  for
not less than ten (10) nor more than sixty (60) days  preceding the date of such
meeting,  as  evidenced  by the  list of  stockholders  so  furnished,  shall be
entitled to vote at such meeting. Proxies and powers of attorney to vote must be
filed with the secretary of the  corporation  before an election or a meeting of
the stockholders, or they cannot be used at such election or meeting.

     Section 2.09.  Voting Rights.  At each meeting of the  stockholders,  every
stockholder shall be entitled to vote in person or by his or her duly authorized
proxy  appointed by instrument in writing  subscribed by such  stockholder or by
his or her duly authorized  attorney.  Each stockholder  shall have one (1) vote
for each  share of stock  standing  registered  in his or her or its name on the
books of the  corporation.  The  votes  for  directors,  and upon  demand by any
stockholder,  the votes upon any question  before the meeting,  shall be by viva
voce.

     Section  2.10.  Quorum.  At all  stockholders'  meetings,  the holders of a
majority of the entire issued and outstanding  capital stock of the corporation,
shall constitute a quorum for all purposes of such meetings.

     If holders of the amount of stock  necessary  to  constitute a quorum shall
fail to  attend,  in person or by  proxy,  at the time and place  fixed by these
Bylaws  for any annual  meeting,  or fixed by a notice as above  provided  for a
special meeting, a majority in interest of the stockholders present in person or
by proxy may adjourn from time to time without notice other than by announcement
at the meeting,  until holders of the amount of stock  requisite to constitute a
quorum shall attend.  At any such  adjourned  meeting at which a quorum shall be
present,  any business may be  transacted  which might have been  transacted  as
originally called.

                                       3
<PAGE>
     Section  2.11.  Proxies.   At  each  meeting  of  the  shareholders,   each
shareholder  entitled  to vote shall be  entitled to vote in person or by proxy;
provided,  however, that the right to vote by proxy shall exist only in case the
instrument  authorizing such proxy to act shall have been executed in writing by
the registered holder or holders of such shares, as the case may be, as shown on
the share transfer of the corporation or by his or her or her attorney thereunto
duly authorized in writing. Such instrument  authorizing a proxy to act shall be
delivered at the beginning of such meeting to the  secretary of the  corporation
or to such other officer or person who may, in the absence of the secretary,  be
acting as secretary of the meeting.  In the event that any such instrument shall
designate  two or more  persons to act as proxies,  a majority  of such  persons
present at the meeting,  or if only one be present,  that one shall  (unless the
instrument  shall  otherwise  provide)  have all of the powers  conferred by the
instrument on all persons so  designated.  Persons  holding stock in a fiduciary
capacity  shall be  entitled  to vote the shares so held and the  persons  whose
shares are  pledged  shall be entitled  to vote,  unless in the  transfer by the
pledge  or on the  books  of the  corporation  he or she  shall  have  expressly
empowered the pledgee to vote thereon,  in which case the pledgee, or his or her
or her proxy, may represent such shares and vote thereon.

     Section 2.12. Voting Procedures.  At each meeting of the stockholders,  the
polls shall be opened and closed; the proxies and ballots issued,  received, and
be taken in  charge  of,  for the  purpose  of the  meeting,  and all  questions
touching  the  qualifications  of voters and the  validity of  proxies,  and the
acceptance or rejection of votes,  shall be decided by two (2)  inspectors.  The
presiding  officer of the meeting shall  appoint such  inspectors at or prior to
the meeting.

     Section 2.13.  Written Consent by Majority of  Stockholders.  In accordance
with the Utah Revised Business  Corporation Act ss.16-10a-704,  any action which
may be taken at any annual or special meeting of the  stockholders  may be taken
without a meeting  and  without  prior  notice if  consent  thereto is signed by
stockholders  holding at least a majority of the voting power,  except that if a
different  proportion  of  voting  power is  required  for such an  action  at a
meeting, then that proportion of written consent is required.

     Section 2.14. Order of Business. At the stockholders' meetings, the regular
order of business shall be as follows:

     (a)  Reading and approval of the Minutes of previous meeting or meetings;
     (b)  Reports of the Board of  Directors,  the  President,  Chief  Financial
          Officer and Secretary of the corporation in the order named;
     (c)  Reports of Committees;
     (d)  Election of Directors;
     (e)  Unfinished business;
     (f)  New business;
     (g)  Adjournment.

                                       4
<PAGE>
                                  ARTICLE III.

                          DIRECTORS AND THEIR MEETINGS

     Section 3.01.  General Powers. The property,  affairs,  and business of the
corporation  shall be managed by its Board of Directors.  The Board of Directors
is vested with the complete and unrestrained  authority in the management of all
the affairs of the  corporation,  and is authorized to exercise for such purpose
as the General Agent of the  corporation,  its entire corporate  authority.  The
Board of  Directors  may  exercise  all the  powers of the  corporation  whether
derived from law or the Articles of Incorporation,  except such powers as are by
statute,  by the Articles of Incorporation or by these Bylaws,  vested solely in
the shareholders of the corporation.

     Section 3.02. Number,  Term, and Qualifications.  The Board of Directors of
the  corporation  shall consist of such number,  not less than three (3) or more
than five (5)  persons or such number as shall be fixed from time to time by the
Board of  Directors.  Each  director  shall hold  office  until the next  annual
meeting of  shareholders of the corporation and until his or her successor shall
have been duly  elected  and  qualified.  Directors  need not be citizens of the
United States or residents of the state of  incorporation or shareholders of the
corporation.

     Section 3.03. Resignations. A director may resign at any time by delivering
a written resignation to either the president, a vice president,  the secretary,
or assistant  secretary,  if any. The resignation  shall become effective on its
acceptance by the Board of  Directors;  provided that if the board has not acted
thereon within ten days from the date presented, the resignation shall be deemed
accepted.

     Section 3.04. Removal. At a meeting expressly called for that purpose,  one
or more  directors  may be  removed  by a vote of a  majority  of the  shares of
outstanding  stock  of the  corporation  entitled  to  vote  at an  election  of
directors.

     Section  3.05.  Vacancies and Newly Created  Directorship.  All  vacancies,
including those caused by an increase in the number of directors,  may be filled
by a majority of the remaining directors,  though less than a quorum,  unless it
is otherwise provided in the Articles of Incorporation.

     Section 3.06. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this bylaw immediately following, and at
the same place as, the annual  meeting of  shareholders.  The Board of Directors
may provide by resolution the time and place, either within or without the state
of incorporation,  for the holding of additional  regular meetings without other
notice than such resolution.

                                       5
<PAGE>
     Section 3.07. Special Meetings.  Special meetings of the Board of Directors
may be held on the call of the  President  or  Secretary on at least one (1) day
notice by mail to  directors'  resident  in the  State of Utah,  and on at least
three  (3) days  notice  by mail,  or three (3) days  notice  by  telegraph,  to
directors not resident in said state.

     Any meeting of the Board, no matter where held, at which all of the members
shall be present,  even though without or of which notice shall have been waived
by all  absentees,  provided a quorum  shall be present,  shall be valid for all
purposes unless otherwise  indicated in the notice calling the meeting or in the
waiver of notice. Any and all business may be transacted by any meeting,  either
regular or special, of the Board of Directors.

     Section 3.08. Location of Directors Meeting.  Meetings of the directors may
be held at the  principal  office of the  corporation  in the State of Utah,  or
elsewhere,  at such place or places as the Board of Directors  may, from time to
time, determine.

     Section 3.09. Meetings by Telephone Conference Call. The Board of Directors
may provide,  by  resolution,  for the holding of additional  regular  meetings,
without notice other than such  resolution.  The Board of Directors may hold any
such  additional  regular  meetings by  telephone  conference  or other means of
electronic  communication  by which all  directors can hear and speak to each of
the other directors.

     Section 3.10.  Quorum. A majority of the Board of Directors in office shall
constitute a quorum for the  transaction  of business,  but if at any meeting of
the Board there be less than a quorum  present,  a majority of those present may
adjourn  from time to time,  until a quorum  shall be present,  and no notice of
such adjournment  shall be required.  The Board of Directors may prescribe rules
not in conflict  with these  Bylaws for the conduct of its  business;  provided,
however, that in the fixing of salaries of the officers of the corporation,  the
unanimous action of all the directors shall be required.

     Section  3.11.  Manner of Acting.  The act of a majority  of the  directors
present at a meeting at which a quorum is present  shall be the act of the Board
of Directors, and the individual directors shall have no power as such.

     Section 3.12.  Written  Consent to Action by Directors.  In accordance with
NRS  78.315(2),  any action  required or  permitted to be taken at any annual or
special  meeting of board of directors,  or of a committee  thereof may be taken
without a meeting,  if before or after the action  consent  thereto is signed by
all members of the board or the committee.

     Section 3.13. Order of Business.  The regular order of business at meetings
of the Board of Directors shall be as follows:

     (a)  Reading  and  approval  of the  minutes  of any  previous  meeting  or
          meetings;
     (b)  Reports of officers and committeemen;
     (c)  Election of officers;
     (d)  Unfinished business;
     (e)  New business;
     (f)  Adjournment.

                                       6
<PAGE>
     Section 3.14. Report to and Action on behalf of the Stockholders. The Board
of Directors  shall make a report to the  stockholders at annual meetings of the
stockholders of the condition of the corporation,  and shall furnish each of the
stockholders with a true copy thereof upon request.

     The Board of Directors,  in its discretion,  may submit any contract or act
for approval or  ratification at any annual meeting of the  stockholders  called
for the purpose of considering any such contract or act, which, if approved,  or
ratified  by the  vote  of the  holders  of a  majority  of  the  capital  stock
represented in person or by proxy at such meeting, provided that a lawful quorum
of stockholders be there  represented in person or by proxy,  shall be valid and
binding upon the corporation and upon all the stockholders thereof, as if it had
been approved or ratified by every stockholder of the corporation.

     Section 3.15. Formation of Executive Committee. The Board of Directors may,
by  resolution  passed by a majority of the whole Board,  designate an Executive
Committee.  This Committee  shall consist of two (2) or more members besides the
President,  who by  virtue  of his or her  office,  shall  be a  member  and the
chairman thereof. The Committee shall in the interim between the meetings of the
Board, exercise all powers of that body in accordance with the general policy of
the corporation and under the direction of the Board of Directors. It shall also
attend to and  supervise all the financial  operations of the  corporation,  and
shall  examine  and audit all the  corporation's  accounts  at the close of each
fiscal year, and at such other times,  as it may deem  necessary.  The Secretary
shall be the Secretary of the  Committee and shall attend its meetings,  and its
meetings  shall  be  held on the  call  of the  President.  All  members  of the
Committee must be given at least two (2) days notice of meetings  either by mail
or telegraph or by personal  communication,  either by telephone or otherwise. A
majority of the members of the Committee  shall keep due records of all meetings
and actions of the Committee, and such records shall at all times be open to the
inspection of any director.

     Section 3.16.  Compensation.  By resolution of the Board of Directors,  the
directors may be paid their  expenses,  if any, of attendance at each meeting of
the  Board of  Directors,  and may be paid a fixed  sum for  attendance  at each
meeting  of the  Board of  Directors  or a stated  salary as  director.  No such
payment shall  preclude any director from serving the  corporation  in any other
capacity and receiving compensation therefor.

     Section 3.17.  Presumption of Assent.  A director of the corporation who is
present at a meeting of the Board of Directors at which action on any  corporate
matter is taken shall be presumed to have  assented to the action  taken  unless
his or her or her dissent shall be entered in the minutes of the meeting, unless
he or she shall file his or her or her  written  dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof, or
shall forward such dissent by  registered or certified  mail to the secretary of
the corporation  immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.

                                       7
<PAGE>
                                   ARTICLE IV.

                            OFFICERS AND THEIR DUTIES

     Section 4.01. Number. The officers of the corporation shall be a president,
one or more  vice-presidents,  as shall be determined by resolution of the Board
of  Directors,  a  secretary,  a  treasurer,  and such other  officers as may be
appointed by the Board of Directors. The Board of Directors may elect, but shall
not be required to elect, a chairman of the board and the Board of Directors may
appoint a general manager.

     Section 4.02.  Election,  Term of Office, and Qualifications.  The officers
shall be chosen by the Board of Directors annually at its annual meeting. In the
event of  failure  to  choose  officers  at an  annual  meeting  of the Board of
Directors, officers may be chosen at any regular or special meeting of the Board
of  Directors.  Each such officer  (whether  chosen at an annual  meeting of the
Board of Directors to fill a vacancy or otherwise)  shall hold his or her office
until the next ensuing annual meeting of the Board of Directors and until his or
her successor  shall have been chosen and qualified,  or until his or her death,
or until his or her  resignation  or  removal in the  manner  provided  in these
Bylaws. Any one person may hold any two or more of such offices, except that the
president shall not also be the secretary. No person holding two or more offices
shall act in or execute any  instrument in the capacity of more than one office.
The  chairman  of the  board,  if any,  shall be and  remain a  director  of the
corporation  during the term of his or her office.  No other  officer  need be a
director.

     Section 4.03.  Subordinate  Officers,  Etc. The Board of Directors may from
time to time,  by  resolution,  appoint  such  additional  Vice  Presidents  and
additional  Assistant  Secretaries,   Assistant  Chief  Financial  Officers  and
Transfer  Agents as it may deem  advisable;  prescribe  their duties,  fix their
compensation, and all such appointed officers shall be subject to removal at any
time by the Board of Directors. All officers, agents and factors shall be chosen
and  appointed  in such manner and shall hold their office for such terms as the
Board of Directors may by resolution prescribe.

     Section  4.04.  Resignations.  Any  officer  may  resign  at  any  time  by
delivering a written  resignation to the Board of Directors,  the president,  or
the secretary.  Unless otherwise specified therein,  such resignation shall take
effect on delivery.

     Section  4.05.  Removal.  Any  officer  may be removed  from  office at any
special  meeting  of the Board of  Directors  called  for that  purpose  or at a
regular meeting, by vote of a majority of the directors,  with or without cause.
Any officer or agent appointed in accordance with the provisions of Section 4.03
hereof may also be removed, either with or without cause, by any officer on whom
such power of removal shall have been conferred by the Board of Directors.

                                       8
<PAGE>
     Section 4.06.  Vacancies and Newly  Created  Offices.  If any vacancy shall
occur in any office by reason of death, resignation, removal,  disqualification,
or any other cause, or if a new office shall be created,  then such vacancies or
new created  offices may be filled by the Board of  Directors  at any regular or
special meeting.

     Section  4.07.  The Chairman of the Board.  The  Chairman of the Board,  if
there be such an officer, shall have the following powers and duties.

     (a)  He or she shall preside at all shareholders' meetings;
     (b)  He or she shall preside at all meetings of the Board of Directors; and
     (c)  He or she shall be a member of the executive committee, if any.

     Section 4.08. The President.  The president shall have the following powers
and duties:

     (a) If no general manager has been appointed,  he or she shall be the chief
executive officer of the corporation, and, subject to the direction of the Board
of Directors,  shall have general charge of the business,  affairs, and property
of the corporation and general  supervision  over its officers,  employees,  and
agents;

     (b) If no  chairman  of the board has been  chosen,  or if such  officer is
absent or disabled,  he or she shall preside at meetings of the shareholders and
Board of Directors;

     (c) He or she shall be a member of the executive committee, if any;

     (d) He or she shall be empowered to sign certificates  representing  shares
of the  corporation,  the  issuance of which shall have been  authorized  by the
Board of Directors; and

     (e) He or she shall have all power and shall  perform  all duties  normally
incident to the office of a president of a corporation,  and shall exercise such
other  powers and perform such other duties as from time to time may be assigned
to him or her by the Board of Directors.

     Section 4.09. The Vice Presidents. The Board of Directors may, from time to
time,  designate  and  elect  one or more  vice  presidents,  one of whom may be
designated to serve as executive vice president.  Each vice president shall have
such powers and perform  such duties as from time to time may be assigned to him
or her by the Board of  Directors  or the  president.  At the  request or in the
absence or disability of the president,  the executive vice president or, in the
absence or  disability  of the  executive  vice  president,  the vice  president
designated by the Board of Directors or (in the absence of such  designation  by
the Board of Directors) by the president, the senior vice president, may perform
all the duties of the president,  and when so acting,  shall have all the powers
of, and be subject to all the restrictions upon, the president.

                                       9
<PAGE>
     Section 4.10. Chief Financial  Officer.  The Chief Financial  Officer shall
have the  custody  of all the  funds and  securities  of the  corporation.  When
necessary or proper,  he or she shall endorse on behalf of the  corporation  for
collection  checks,  notes, an other  obligations;  he or she shall jointly with
such other officer as shall be designated by these Bylaws,  sign all checks made
by the  corporation,  and  shall  pay out and  dispose  of the  same  under  the
direction of the Board of Directors. The Chief Financial Officer shall sign with
the President all bills of exchange and promissory notes of the corporation;  he
or she shall also have the care and custody of the stocks, bonds,  certificates,
vouchers,  evidence of debts,  securities,  and such other property belonging to
the corporation as the Board of Directors shall designate;  he or she shall sign
all papers  required by law or by these  By-laws or the Board of Directors to be
signed  by the  Chief  Financial  Officer.  Whenever  required  by the  Board of
Directors,  the  Chief  Financial  Officer  shall  render  a  statement  of  the
corporation's cash account;  he or she shall enter regularly in the books of the
corporation to be kept by him or her for the purpose, full and accurate accounts
of all moneys received and paid by him or her on account of the corporation. The
Chief  Financial  Officer  shall at all  reasonable  times  exhibit the books of
account to any Director of the  corporation  during  business  hours,  and shall
perform all acts incident to the position of Chief Financial  Officer subject to
the control of the Board of Directors.

     The Chief  Financial  Officer shall, if required by the Board of Directors,
give bond to the corporation conditioned for the faithful performance of all his
or her duties as Chief Financial  Officer in such sum, and with such security as
shall be approved by the Board of Directors, with the expense of such bond to be
borne by the corporation.

     Section 4.11. Salaries. The salaries and other compensation of the officers
of the  corporation  shall be fixed from time to time by the Board of Directors,
except  that the  Board of  Directors  may  delegate  to any  person or group of
persons the power to fix the salaries or other  compensation  of any subordinate
officers or agents  appointed in accordance  with the provisions of Section 4.03
hereof.  No  officer  shall be  prevented  from  receiving  any such  salary  or
compensation  by  reason of the fact  that he or she is also a  director  of the
corporation.

     Section  4.12.  Surety  Bonds.  In case  the  Board of  Directors  shall so
require,  any  officer  or  agent  of  the  corporation  shall  execute  to  the
corporation a bond in such sums and with such surety or sureties as the Board of
Directors may direct,  conditioned  upon the faithful  performance of his or her
duties to the corporation,  including  responsibility for negligence and for the
accounting of all property,  monies,  or securities of the corporation which may
come into his or her hands.

                                   ARTICLE V.

                    EXECUTIVE COMMITTEE AND OTHER COMMITTEES

     Section  5.01.  How  Constituted.  The Board of Directors  may designate an
executive committee and such other committees as the Board of Directors may deem
appropriate,  each of which  committees  shall consist of two or more directors.
Members of the  executive  committee and of any such other  committees  shall be
designated  annually at the annual meeting of the Board of Directors;  provided,
however, that at any time the Board of Directors may abolish or reconstitute the
executive  committee  or any  other  committee.  Each  member  of the  executive
committee  and of  any  other  committee  shall  hold  office  until  his or her
successor  shall have been designated or until his or her resignation or removal
in the manner provided in these Bylaws.

                                       10
<PAGE>
     Section 5.02. Powers. During the intervals between meetings of the Board of
Directors, the executive committee shall have and may exercise all powers of the
Board  of  Directors  in the  management  of the  business  and  affairs  of the
corporation, except for the power to fill vacancies in the Board of Directors or
to amend these Bylaws, and except for such powers as by law may not be delegated
by the Board of Directors to an executive committee.

     Section  5.03.  Proceedings.   The  executive  committee,  and  such  other
committees as may be designated hereunder by the Board of Directors, may fix its
own presiding and recording  officer or officers,  and may meet at such place or
places, at such time or times and on such notice (or without notice) as it shall
determine from time to time. It will keep a record of its  proceedings and shall
report such proceedings to the Board of Directors at the meeting of the Board of
Directors next following.

     Section 5.04.  Quorum and Manner of Acting. At all meeting of the executive
committee,  and of such other  committees as may be designated  hereunder by the
Board of Directors, the presence of members constituting a majority of the total
authorized  membership  of the committee  shall be necessary  and  sufficient to
constitute a quorum for the  transaction of business,  and the act of a majority
of the members  present at any meeting at which a quorum is present shall be the
act of such committee. The members of the executive committee, and of such other
committees as may be designated  hereunder by the Board of Directors,  shall act
only as a committee and the individual  members  thereof shall have no powers as
such.

     Section  5.05.  Vacancies.  If any  vacancies  shall occur in the executive
committee  or of any  other  committee  designated  by the  Board  of  Directors
hereunder,  by reason  of  disqualification,  death,  resignation,  removal,  or
otherwise,  the  remaining  members  shall,  until the filling of such  vacancy,
constitute the then total authorized  membership of the committee and,  provided
that two or more  members are  remaining,  continue to act.  Such vacancy may be
filled at any meeting of the Board of Directors.

     Section  5.06.  Compensation.  The Board of Directors may allow a fixed sum
and expenses of attendance to any member of the executive  committee,  or of any
other  committee  designated  by it  hereunder,  who is not an  active  salaried
employee of the corporation for attendance at each meeting of said committee.

     Section 5.07.  Resignations.  Any member of the executive committee, and of
such other committees as may be designated  hereunder by the Board of Directors,
may  resign at any time by  delivering  a  written  resignation  to  either  the
president, the secretary, or assistant secretary, or to the presiding officer of
the committee of which he or she is a member,  if any shall have been  appointed
and shall be in office.  Unless  otherwise  specified  herein,  such resignation
shall take effect on delivery.

                                       11
<PAGE>
     Section  5.08.  Removal.  The Board of Directors may at any time remove any
member of the  executive  committee or of any other  committee  designated by it
hereunder either for or without cause.

                                   ARTICLE VI.

                  EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,
                         AND DEPOSIT OF CORPORATE FUNDS

     Section 6.01. Execution of Instruments. Subject to any limitation contained
in the  Articles  of  Incorporation  or  these  Bylaws,  the  president  or vice
president,  may,  in the name and on  behalf  of the  corporation,  execute  and
deliver any contract or other  instrument  authorized in writing by the Board of
Directors.  The Board of Directors may,  subject to any limitation  contained in
the  Articles of  Incorporation  or in these  Bylaws,  authorize  in writing any
officer or agent to execute and delivery any contract or other instrument in the
name and on behalf of the corporation;  any such authorization may be general or
confined to specific instances.

     Section 6.02.  Loans. No loans or advances shall be contracted on behalf of
the  corporation,  no negotiable paper or other evidence of its obligation under
any  loan or  advance  shall be  issued  in its  name,  and no  property  of the
corporation shall be mortgaged, pledged, hypothecated,  transferred, or conveyed
as security for the payment of any loan, advance,  indebtedness, or liability of
the corporation,  unless and except as authorized by the Board of Directors. Any
such authorization may be general or confined to specific instances.

     Section 6.03.  Deposits.  All moneys of the corporation  shall be deposited
when and as  received  by the Chief  Financial  Officer in such bank or banks or
other  depository  as may  from  time to  time be  designated  by the  Board  of
Directors, and such deposits shall be made in the name of the corporation.

     Section 6.04. Checks, Drafts, Etc. No note, draft, acceptance,  endorsement
to other  evidence of  indebtedness  shall be valid or against  the  corporation
unless  the same  shall be  signed by the  President  or a Vice  President,  and
attested by the  Secretary  or an  Assistant  Secretary,  or signed by the Chief
Financial  Officer or an Assistant Chief Financial  Officer and countersigned by
the President,  Vice  President,  or Secretary,  except that the Chief Financial
Officer or an Assistant Chief Financial Officer, may, without  countersignature,
sign  payroll  checks  and make  endorsements  for  deposit to the credit of the
corporation in all its duly authorized depositories. No check or order for money
shall be signed in blank by more than one (1) officer of the corporation.

     Section 6.05.  Bonds and Debentures.  Every bond or debenture issued by the
corporation  shall be  evidenced  by an  appropriate  instrument  which shall be
signed by the president or a vice president and by the secretary and sealed with
the seal of the corporation.  The seal may be a facsimile,  engraved or printed.
Where such bond or debenture is  authenticated  with the manual  signature of an
authorized  officer  of the  corporation  or  other  trustee  designated  by the
indenture of trust or other agreement  under which such security is issued,  the
signature of any of the corporation's officers named thereon may be a facsimile.
In case any officer who signed,  or whose  facsimile  signature has been used on
any such bond or debenture, should cease to be an officer of the corporation for
any reason before the same has been delivered by the  corporation,  such bond or
debenture  may  nevertheless  be  adopted  by the  corporation  and  issued  and
delivered as through the person who signed it or whose  facsimile  signature has
been used thereon had not ceased to be such officer.  The corporation shall make
no loan or advance of money to any  stockholder  or officer  therein  unless the
Board of Directors shall otherwise authorize.

                                       12
<PAGE>
     Section  6.06.  Sale,  Transfer,  Etc.  of  Securities.  Sales,  transfers,
endorsements, and assignments of stocks, bonds, and other securities owned by or
standing  in the name of the  corporation,  and the  execution  and  delivery on
behalf of the corporation of any and all instruments in writing  incident to any
such sale,  transfer,  endorsement,  or  assignment,  shall be  effected  by the
president,  or by any vice  president,  together with the  secretary,  or by any
officer or agent thereunto authorized by the Board of Directors.

     Section  6.07.  Proxies.  Proxies  to vote with  respect to shares of other
corporations  owned  by or  standing  in the  name of the  corporation  shall be
executed and delivered on behalf of the corporation by the president or any vice
president and the secretary or assistant secretary of the corporation, or by any
officer or agent thereunder authorized by the Board of Directors.

     Section 6.08.  Mortgages and Liens.  The directors  shall have the power to
authorize  and cause to be executed,  mortgages  and liens  without  limit as to
amount upon the property and franchise of this corporation,  and pursuant to the
affirmative  vote, either in person or by proxy, of the holders of a majority of
the capital stock issued and outstanding;  the directors shall have authority to
dispose in any manner of the whole property of this corporation.

                                  ARTICLE VII.

                                  CAPITAL STOCK

     Section  7.01.  Issuance.  The capital  stock of the  corporation  shall be
issued in such  manner  and at such times and upon such  conditions  as shall be
prescribed by the Board of Directors.

     Section 7.02.  Stock  Certificates.  Ownership of stock in the  corporation
shall be evidenced by certificates of stock in such forms as shall be prescribed
by the Board of Directors,  and shall be under the seal of the  corporation  and
signed by the  President or the Vice  President  and also by the Secretary or an
Assistant Secretary.  All certificates shall be consecutively numbered; the name
of the person owing the shares represented thereby with the number of shares and
the date of issue shall be entered on the  corporation's  books. No certificates
shall be valid unless it is signed by the President or Vice President and by the
Secretary  or  Assistant   Secretary.   All  certificates   surrendered  to  the
corporation  shall be canceled and no new certificate  shall be issued until the
former  certificate for the same number of shares shall have been surrendered or
canceled.

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     Section  7.03.  Stock  Transfer.  No  transfer  of stock  shall be valid as
against the corporation  except on surrender and cancellation of the certificate
therefor, made either in person or under assignment;  a new certificate shall be
issued therefor. Whenever any transfer shall be expressed as made for collateral
security and not absolutely, the same shall be so expressed in the entry of said
transfer on the books of the corporation.

     Section 7.04.  Transfer  Rules and Transfer  Agent.  The Board of Directors
shall have the power and  authority to make all such rules and  regulations  not
inconsistent  herewith as it may deem expedient  concerning the issue,  transfer
and  registration  of  certificates  for  shares  of the  capital  stock  of the
corporation. The Board of Directors may appoint a transfer agent and a registrar
of transfers  and may require all stock  certificates  to near the  signature of
each transfer agent and such registrar of transfer.

     Section 7.05.  Stock Ledgers.  The Stock Transfer Books shall be closed for
all meetings of the  stockholders  for the period of ten (10) days prior to such
meetings  and shall be closed for the payment of  dividends  during such periods
from  time to time may be  fixed by the  Board of  Directors,  and  during  such
periods no stock shall be transferable.

     Section 7.06. Lost or Destroyed  Certificates.  The corporation may issue a
new  certificate  for  shares  of the  corporation  in place of any  certificate
theretofore issued by it, alleged to have been lost or destroyed,  and the Board
of Directors may, in its discretion,  require the owner of the lost or destroyed
certificate or his or her legal representatives,  to give the corporation a bond
in such form and  amount as the Board of  Directors  may  direct,  and with such
surety or  sureties  as may be  satisfactory  to the  board,  to  indemnify  the
corporation and its transfer agents and registrars,  if any,  against any claims
that may be made against it or any such  transfer  agent or registrar on account
of the issuance of such new certificate. A new certificate may be issued without
requiring any bond when, in the judgment of the Board of Directors, it is proper
to do so.

     Section 7.07. Closing of Transfer Books and Fixing of Record Date.

     (a) The Board of Directors shall have power to close the share books of the
corporation  for a period of not to exceed sixty (60) days preceding the date of
any meeting of  shareholders,  or the date for payment of any  dividend,  or the
date for the allotment of rights,  or capital shares shall go into effect,  or a
date in connection with obtaining the consent of shareholders for any purpose.

     (b) In lieu of closing the share transfer books as aforesaid,  the Board of
Directors may fix in advance a date, not exceeding sixty (60) days preceding the
date  of any  meeting  of  shareholders,  or the  date  for the  payment  of any
dividend,  or the date for the allotment of rights,  or the date when any change
or conversion or exchange of capital  shares shall go into effect,  or a date in
connection  with  obtaining  any  such  consent,   as  a  record  date  for  the
determination of the  shareholders  entitled to a notice of, and to vote at, any
such meeting and any adjournment  thereof, or entitled to receive payment of any
such dividend,  or to any such allotment of rights, or to exercise the rights in
respect of any such change,  conversion or exchange of capital stock, or to give
such consent.

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     (c) If the share  transfer  books  shall be closed or a record date set for
the purpose of  determining  shareholders  entitled to notice of or to vote at a
meeting of  shareholders,  such books  shall be closed  for, or such record date
shall be, at least ten (10) days immediately preceding such meeting.

     Section 7.08. No Limitation  on Voting  Rights;  Limitation on  Dissenter's
Rights.  To the extent  permissible under the applicable law of any jurisdiction
to which  the  corporation  may  become  subject  by reason  of the  conduct  of
business,  the ownership of assets, the residence of shareholders,  the location
of offices or facilities,  or any other item, the  corporation  elects not to be
governed by the provisions of any statute that (i) limits, restricts,  modified,
suspends, terminates, or otherwise affects the rights of any shareholder to cast
one  vote  for  each  share  of  common  stock  registered  in the  name of such
shareholder  on the books of the  corporation,  without  regard to whether  such
shares were acquired  directly from the corporation or from any other person and
without regard to whether such  shareholder  has the power to exercise or direct
the exercise of voting power over any specific  fraction of the shares of common
stock  of  the  corporation  issued  and  outstanding  or  (ii)  grants  to  any
shareholder  the right to have his or her stock  redeemed  or  purchased  by the
corporation or any other  shareholder on the  acquisition by any person or group
of persons of shares of the corporation.  In particular, to the extent permitted
under the laws of the state of incorporation,  the corporation  elects not to be
governed by any such provision,  including the provisions of  ss.16-10a-1301  to
ss.16-10a-1331,  inclusive, of the Utah Revised Business Corporation Act, or any
statute of similar effect or tenor.

     Section  7.09.  Dividends.  The Board of Directors  shall have the power to
reserve  over and  above the  capital  stock  paid in,  such an  amount,  in its
discretion,  as it may deem  advisable to fix as a reserve  fund,  and may, from
time to time, declare dividends from the accumulated  profits of the corporation
in excess of the amounts so reserved,  and pay the same to the  stockholders  of
the  corporation,  and may also, if it deems the same  advisable,  declare stock
dividends of the unissued capital stock.

                                  ARTICLE VIII.

         INDEMNIFICATION, INSURANCE, AND OFFICER AND DIRECTOR CONTRACTS

     Section 8.01.  Indemnification:  Third Party Actions. To the fullest extent
permitted under Utah Law, the corporation  shall have the power to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending,  or  completed  action,  or suit by or in the right of the
corporation  to procure a judgment in its favor by reason of the fact that he or
she is or was a director,  officer, employee, or agent of the corporation, or is
or was  serving  at the  request  of the  corporation  as a  director,  officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise, against expenses (including attorneys' fees) judgments, fines,
and amounts paid in settlement actually and reasonably incurred by him or her in
connection with any such action, suit or proceeding,  if he or she acted in good
faith and in a manner he or she  reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or  proceeding,  had no  reasonable  cause to  believe  his or her  conduct  was
unlawful. The termination of any action, suit, or proceeding by judgment, order,
settlement,  conviction,  or upon a plea of nolo  contendere or its  equivalent,
shall not, of itself,  create a presumption  that the person did not act in good
faith  and in a  manner  which  he or she  reasonably  believed  to be in or not
opposed  to the best  interests  of the  corporation,  and with  respect  to any
criminal  action or proceeding,  he or she had reasonable  cause to believe that
his or her conduct was unlawful.

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     Section 8.02.  Indemnification:  Corporate  Actions.  To the fullest extent
permitted under Utah Law, the corporation  shall have the power to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending,  or  completed  action  or suit by or in the  right of the
corporation  to procure a judgment in its favor by reason of the fact that he or
she is or was a director,  officer, employee, or agent of the corporation, or is
or was  serving  at the  request  of the  corporation  as a  director,  officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other  enterprise,  against  expenses  (including  attorneys' fees) actually and
reasonably  incurred by him or her in connection  with the defense or settlement
of such  action or suit,  if he or she acted in good faith and in a manner he or
she  reasonably  believed to be in or not opposed to the best  interests  of the
corporation,  except  that no  indemnification  shall be made in  respect of any
claim, issue, or matter as to which such a person shall have been adjudged to be
liable for negligence or misconduct in the performance of his or her duty to the
corporation, unless and only to the extent that the court in which the action or
suit was brought shall determine on application  that,  despite the adjudication
of liability but in view of all  circumstances of the case, the person is fairly
and  reasonably  entitled  to  indemnity  for such  expenses  as the court deems
proper.

     Section  8.03.  Determination.  To the  extent  that a  director,  officer,
employee,  or agent of the  corporation  has been  successful  on the  merits or
otherwise in defense of any action,  suit, or proceeding referred to in Sections
8.01 and 8.02 hereof, or in defense of any claim,  issue, or matter therein,  he
or she  shall  be  indemnified  against  expenses  (including  attorneys'  fees)
actually and  reasonably  incurred by him or her in  connection  therewith.  Any
other  indemnification under Sections 8.01 and 8.02 hereof, shall be made by the
corporation upon a determination that indemnification of the officer,  director,
employee,  or agent is proper in the circumstances because he or she has met the
applicable  standard of conduct set forth in Sections 8.01 and 8.02 hereof. Such
determination  shall be made either (i) by the Board of  Directors by a majority
vote of a quorum  consisting  of directors  who were not parties to such action,
suit, or proceeding;  or (ii) by independent legal counsel on a written opinion;
or (iii) by the  shareholders  by a majority vote of a quorum of shareholders at
any meeting duly called for such purpose.

     Section 8.04. General Indemnification. The indemnification provided by this
Section shall not be deemed exclusive of any other indemnification granted under
any provision of any statute,  in the  corporation's  Articles of Incorporation,
these Bylaws,  agreement,  vote of shareholders or disinterested  directors,  or
otherwise, both as to action in his or her official capacity and as to action in
another  capacity  while holding such office,  and shall continue as to a person
who has ceased to be a director, officer, employee, or agent, and shall inure to
the benefit of the heirs and legal representatives of such a person.

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     Section 8.05. Advances.  Expenses incurred in defending a civil or criminal
action,  suit, or proceeding as  contemplated in this Section may be paid by the
corporation  in  advance  of the final  disposition  of such  action,  suit,  or
proceeding  upon a majority  vote of a quorum of the Board of Directors and upon
receipt of an undertaking by or on behalf of the director,  officers,  employee,
or agent to repay such amount or amounts  unless if it is ultimately  determined
that  he or she is to  indemnified  by the  corporation  as  authorized  by this
Section.

     Section 8.06. Scope of Indemnification.  The indemnification  authorized by
this  Section  shall  apply  to all  present  and  future  directors,  officers,
employees,  and agents of the  corporation and shall continue as to such persons
who ceases to be directors,  officers,  employees, or agents of the corporation,
and shall inure to the benefit of the heirs,  executors,  and  administrators of
all such persons and shall be in addition to all other indemnification permitted
by law.

     Section  8.07.  Insurance.   The  corporation  may  purchase  and  maintain
insurance on behalf of any person who is or was a director,  employee,  or agent
of the corporation,  or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture,  trust, or other enterprise  against any liability asserted against him
or her and incurred by him or her in any such capacity, or arising out of his or
her  status as such,  whether  or not the  corporation  would  have the power to
indemnify him or her against any such  liability and under the laws of the state
of incorporation, as the same may hereafter be amended or modified.

                                   ARTICLE IX.

                                  MISCELLANEOUS

     Section  9.01.  Company  Records.  A copy of the Stock and Transfer  Books,
Articles of Incorporation and the Bylaws of the corporation shall be kept at its
principal  office of the  corporation  in the State of Utah,  and at such  other
places as may be prescribed by the Board of Directors.

     Section 9.02. Salaries. No director nor executive officer shall be entitled
to any salary or compensation  for any services  performed for the  corporation,
unless such salary or compensation  shall be fixed by resolution of the Board of
Directors, adopted by the unanimous vote of all of the directors voting in favor
thereof.

                                   ARTICLE X.

                               AMENDMENT OF BYLAWS

     Section 10.01. Amendment Procedures. Amendments and changes of these Bylaws
may be made at any  regular or special  meeting of the Board of  Directors  by a
majority  vote of the  Board of  Directors,  or may be made by a vote  of,  or a
consent in  writing  signed  by,  the  holders  of a majority  of the issued and
outstanding capital stock.

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                            CERTIFICATE OF SECRETARY

     The  undersigned  does hereby certify that he is the secretary of Covingham
Capital Corp., a corporation  duly organized and existing under and by virtue of
the laws of the  State of Utah;  that the  above  and  foregoing  Bylaws of said
corporation  were duly adopted by the Board of Directors of the  corporation and
by the Shareholders of the corporation,  and that the above and foregoing Bylaws
are now in full force and effect.

     Dated: September 25, 1999

                                                /s/ George G. Chachas
                                                --------------------------------
                                                George G. Chachas, Secretary
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