U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Act of 1934
April 30, 2003
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Date of Report (date of earliest event reported)
Capco Energy, Inc.
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Exact Name of Registrant as Specified in its Charter
Colorado 0-10157 84-0846529
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State or Other Jurisdiction Commission File IRS Employer
of Incorporation Number Identification Number
1401 Blake Street
Denver, Colorado 80202
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Address of Principal Executive Office, Including Zip Code
(303) 572-1135
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Registrant's Telephone Number, including Area Code
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) On April 30, 2003, the Registrant sold all of the outstanding stock of
Meteor Enterprises, Inc. ("Meteor") to Sedco, Inc. The closing was effective as
of January 1, 2003. Meteor is the petroleum marketing and distribution segment
of the Registrant doing business in New Mexico, Colorado, Wyoming, South Dakota,
Nevada, Utah, Montana, Nebraska and Idaho.
The sales price was $2,500,000 and 4,000,000 shares of Network Fueling
Corp. ("NFC") as follows:
a) $300,000 previously loaned to Registrant by Purchaser will be applied to
purchase price as a non-refundable portion of the purchase price.
b) A $1,200,000 promissory note, bearing interest at the annual rate of 7%.
The note will be due on April 30, 2004. Interest payments will be due on
the first day of each month until paid, beginning June 1, 2003.
c) A $1,000,000 promissory note, bearing interest at the annual rate of 7%.
The note will be due on October 31,2003. Interest payments will be due on
the first day of each month until paid, beginning June 1, 2003.
d) 4,000,000 shares of NFC representing 36.3% of the total outstanding
stock of NFC.
The President and director of the Registrant, Ilyas Chaudhary, is the sole
shareholder of Sedco Energy, Inc. The amount of consideration received was
determined based on negotiations between the parties. The sale is subject to a
fairness opinion being obtained. If the fairness opinion states the transaction
is not fair to Registrant the transaction can be terminated and the $300,000
already received would be retained by Registrant. The transaction was approved
by the Board of Directors of Registrant at a meeting held on April 30, 2003.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. 10.1 Stock Purchase Agreement, Filed herewith
dated April 30, 2003, by and electronically
between Capco Energy, Inc. and
Sedco, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
CAPCO ENERGY, INC.
Dated: May 15, 2003 By:/s/ Ilyas Chaudhary
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Ilyas Chaudhary
President