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


                                February 15, 2000
           ----------------------------------------------------------
                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
- ---------------------------    ---------------------    ---------------------
State or Other Jurisdiction       Commission File           IRS Employer
of Incorporation                      Number            Identification Number



                       2922 East Chapman Avenue, Suite 202
                            Orange, California 92869
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            Address of Principal Executive Office, Including Zip Code


                                 (714) 288-8230
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               Registrant's Telephone Number, including Area Code






ITEM 5.  OTHER EVENTS.

         (a) On December  15,  1999,  the  Registrant  entered an  agreement  to
exchange shares of its restricted  common stock, in a private  transaction,  for
80% of the outstanding  common stock of Capco Resource  Corporation  ("CRC"),  a
Delaware  corporation  engaged in the oil and gas  business.  The  agreement was
later  amended  covered the  exchange of the  remaining  20% of the  outstanding
common stock of CRC.

         The  terms of the  exchange  were 7 shares of  Registrant's  restricted
common stock. for 8 shares of CRC common stock.  CRC's primary assets consist of
oil and gas  properties  in  Alabama,  Louisiana,  and  Kansas;  real  estate in
California  and  Canada;  and, a 10.7%  interest  in the  common  stock of Capco
Resources Ltd., a Canadian public  corporation.  The total value of the purchase
for accounting purposes was $5,698,000.

         CRC  will  continue  to  operate  as  a  wholly  owned   subsidiary  of
Registrant. and will acquire, manage, and control all oil and gas production for
the Registrant.

         (b) On December 15, 1999,  the  Registrant  entered into  agreements to
exchange  approximately  14,800,00  shares  of the  restricted  common  stock of
Registrant  for  7,400,000  shares of the common stock of Capco  Resources  Ltd.
("CRL"),  a public company whose  securities are traded on the Canadian  Venture
Exchange.  As a result of the private  transaction  between the  Registrant  and
CRL's largest shareholder, the Registrant owns approximately 80% of CRL's issued
and  outstanding  stock.  The effective date of the transaction was December 15,
1999.

         CRL's  principal asset consists of its wholly owned  subsidiary,  Capco
Asset  Management  ("CAM"),  a Nevada  corporation  engaged in the  business  of
Financial  Services.  CAM owns  1,290,000  shares of the  common  stock of Greka
Energy Inc. (NASDAQ NMS: GRKA),  currently valued at approximately  $14 Million;
and, 1,240,000 shares of Meteor Industries  (NASDAQ SC: METR),  currently valued
at  approximately  $3.75  Million.  CAM has  also  agreed  to  convert  the debt
securities  which it owns in Chaparral  Resources  Inc.  (NASDAQ SC: CHAR),  and
Nevada Manhattan Group,  Inc. (OTC BB: NVMHE) to equity resulting in holdings of
403,226  shares  of  Chaparral  and  16,000,000   shares  of  Nevada   Manhattan
respectively.  These holdings are valued as of this filing at  approximately  $5
Million and $1.75 Million, respectively.

         In addition,  CAM owns 50% of the issued and outstanding  capital stock
of Fidelity Tax Group LLC, a California  limited liability company  specializing
in accounting and tax preparation for small businesses and individuals.

Ilyas  Chaudhary,  President  and CEO of the  Registrant,  is also a director of
Meteor Industries, Inc.

                                       1



         (c) On December 15, 1999,  Registrant agreed to exchange 200,000 shares
of the  restricted  common  stock of  Registrant  for 80% of the common stock of
Zelcom Industries,  Inc., a California corporation.  The agreement also provided
for options to purchase  additional  shares of the common stock of Registrant to
be awarded upon achievement of specific performance goals by Zelcom.

     Zelcom is a technology company based in California.  Its principal business
is the development of  Internet-related  visual  communications  and designs and
creates online  business  communities as well as providing other web development
and design services.  Zelcom has contracts to provide technology-based  services
to many  Corporations and individuals  including Mark Mancina,  QANTAS,  and the
Registrant




                                   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:  February 18, 2000                     By:/s/ Ilyas Chaudhary
                                              ----------------------
                                              Ilyas Chaudhary
                                              President