8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of report (Date of earliest event reported): February 6, 2002


                          MOUNTAIN STATES CAPITAL, INC.
             (Exact name of Registrant as specified in its Charter)


         Arizona                         333-36964                86-0859332
(State or other jurisdiction            (Commission             (IRS Employer
    of incorporation)                   File Number)         Identification No.)


                  1407 East Thomas Road, Phoenix, Arizona 85014
               (Address of principal executive offices) (Zip Code)


        Registrant's telephone number, including area code (602) 954-4000

ITEM 1. CHANGES IN CONTROL OF REGISTRANT.

     Global  Investment  Consultants,  LLC, an Arizona limited liability company
("Global"),  reportedly  completed  on February 7, 2002 the  purchase  from Chad
Collins of one  million  (1,000,000)  shares of the common  stock of  Registrant
Mountain  States Capital,  Inc.  ("Mountain  States").  The shares that Mountain
States believes were bought and sold represent all of the issued and outstanding
common shares of Mountain  States. A principal member or owner of Global is said
to be Global Financial  Investments,  LLC, an Arizona limited liability company.
Individual owners or members of Global, and of Global Financial Investments, LLC
are said to include Dustin Bowen and Chris Preisel.

     On  January  22,  2002  Chad  Collins  and Kim  Collins  apparently  signed
documents  relating to the stock sale and resigned as officers and  directors of
Mountain  States.  On January 23, 2002 Alfred J. Bowen and Dustin Bowen,  father
and son, occupied the former offices of Kim and Chad Collins and began to direct
Mountain  States'  operations  as its sole  directors  and as its  officers.  On
February  5,  2002  James K.  Farrelly  tendered  a letter  to  Mountain  States
resigning as Senior Vice  President and Director.  On February 8, 2002 Alfred J.
Bowen  resigned as President  and Director of Mountain  States and Chris Preisel
was  appointed  to the office of  President  and  elected a Director of Mountain
States.

     Whether Global was a definitive shareholder of Mountain States from January
22, 2002 until February 7, 2002 is a matter of controversy. In court proceedings
and in other communications, Global asserts that the sale of stock was not final
on January 22, 2002, but was subject at that time to conditions or contingencies
which were not yet  satisfied.  As of February 7, 2002 Global states that it has
become a shareholder  of Mountain  States and that a change in control has taken
place, based on transfer of all of the common shares (the only voting shares) of
Mountain  States.  The  transfer has not been  finalized  on the share  transfer
records of Mountain  States.  No indorsed  certificate has yet been presented to
Mountain States, nor a new certificate issued.

     The  purchase  and  sale  agreement  between  Global  and Chad  Collins  is
apparently  subject to a covenant of  confidentiality.  The Bankruptcy Court for
the  District of Arizona in a Hearing on February 11, 2002  considered  ordering
disclosure of the terms of the agreement, but declined to do so. Mountain States
has confirmed from its own sources,  that as part of the transaction a check for
$30,000.00  was  issued to the order of  "G.F.I.  Global  Financial",  which was
endorsed to, and negotiated by Chad Collins, and that a check for $30,000.00 was
issued by Global or Global Financial  Investments,  LLC to the order of Mountain
States, but that the last-mentioned  check was returned for insufficient  funds.
Aside  from  the  aforementioned  elements,  the  amount  and  source(s)  of the
consideration  used to  purchase  the  stock,  the timing of  payments,  if any;
conditions precedent (if any) to payments;  whether  consideration was borrowed,
or is  deferred,  or may be payable  other than in cash;  and all other  similar
terms, provisions and issues are unknown to Mountain States. Mountain States has
been unable to confirm whether informal  statements about the operative  effects
of the agreement are accurate.

     Mountain  States is not aware of any loans or pledges  obtained  by the new
control group for the purpose of acquiring control.  Mountain States is likewise
unaware of any arrangements or understandings  among members of both the old and
new control groups and their associates with respect to election of directors or
other matters. Mountain States is not aware of any arrangements which may result
in a change in control of Mountain States, other than the bankruptcy  proceeding
detailed below, or arrangements arising as a consequence thereof.

ITEM 3. BANKRUPTCY OR RECEIVERSHIP.

     Heritage West Securities,  Inc., James K. Farrelly and Central Avenue Fund,
LLC (the  "Petitioners")  filed an  Involuntary  Petition  (Chapter  11) against
Mountain States on February 6, 2002, Case No.  02-01798-PHX-GBN,  and caused the
Petition to be served on Mountain States that day.  Thereafter,  on February 11,
2002,  a  hearing  was held on an  accelerated  basis to  consider  Petitioners'
Motions to appoint an interim  trustee,  and to immediately  transfer control of
Mountain  States'  business  to  the  interim  trustee  after  appointment.  The
Bankruptcy Court entered an order granting the Motions, and on February 12, 2002
Louie A. Mukai was appointed  interim trustee and accepted his appointment.  Mr.
Mukai is an Arizona-licensed certified public accountant.

     Pursuant to the Court's  Order,  Alfred J.  Bowen,  Dustin  Bowen and Chris
Preisel  are not  involved  in  Mountain  States'  management,  and they are not
present  at  Mountain  States'  offices.  Pursuant  to their  sale of stock  and
resignations  as  officers  and  directors,  Chad  Collins  and Kim  Collins are
likewise  not  involved  in  Mountain  States'  management,  and not  present at
Mountain  States'  offices.  Mountain  States is continuing to do business,  but
under the interim  trustee's  authority and supervision,  and not as a debtor in
possession.

     As of the  date of this  Report,  only a few days  have  passed  since  the
Bankruptcy  Petition  was filed and since the trustee  took  control of Mountain
States. No Plan of Reorganization  has yet been proposed or approved.  Documents
relating to the  bankruptcy  case are available at the United States  Bankruptcy
Court for the  District  of  Arizona at 2929 North  Central  Avenue,  9th Floor,
Phoenix, AZ 85067-4151. Some documents may be available via internet.

     Because of the short time period since appointment,  the Trustee is relying
on  information he has been unable to  independently  verify before signing this
report.

ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

Clancy and Co.,  P.L.L.C.,  Registrant's  independent  accountant,  resigned  on
February  12,  2002.  Clancy  and  Co.'s  report  for the past two years did not
contain any adverse  opinion or disclaimer  of opinion,  nor was it qualified or
modified as to uncertainty, audit scope, or accounting principles.

During the Registrant's two most recent fiscal years, and the subsequent interim
period through February 12, 2002,  there were no  disagreements  with Clancy and
Co.,  P.L.L.C.  on any matter of accounting  principals or practices,  financial
statement disclosure,  or auditing scope or procedure,  which disagreements,  if
not resolved to the satisfaction of Clancy and Co., P.L.L.C.,  would have caused
it to make  reference to the subject matter of the  disagreements  in connection
with its report.

No new  independent  accountant  has  been  engaged  at this  time as  principal
accountant to audit Mountain States' financial statements.

ITEM 5. OTHER EVENTS

The Interim  Trustee has encountered  anectodal  evidence that the allowance for
doubtful  accounts for Mountain States' "Notes  Receivable"  account and perhaps
for Mountain  States'  "Accounts  Receivable"  account may be  understated.  The
Interim  Trustee  has begun to  review  the  "Notes  Receivable"  and  "Accounts
Receivable" accounts to determine if the related allowance for doubtful accounts
may be understated, and if so, to what extent.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

Financial Statements -- None

Exhibit
Number              Description
- ------              -----------
Exhibit 16          Letter re change in certifying accountant

                                   SIGNATURE

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.


                                  MOUNTAIN STATES CAPITAL, INC.

                                  /s/ Louie A. Mukai
                                  ---------------------------------
                                  Name: Louie A. Mukai
                                  Title: Interim Trustee for Mountain States
                                         Capital, Inc.
                                  by Order of the United States Bankruptcy Court
                                  for the District of Arizona in
                                  Case 02-07198-PHX-GBN

EX-16

                                                                      EXHIBIT 16

                     LETTERHEAD OF CLANCY AND CO., P.L.L.C.

February 18, 2002

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, D.C. 20549

Dear Sir/Madam:

We have read the  first two  paragraphs  of Item 4  included  in the Form 8-K of
Mountain  States  Capital,  Inc. to be filed with the  Securities  and  Exchange
Commission and are in agreement with the statements contained therein.

Very truly yours,


/s/ Clancy and Co., P.L.L.C.

Clancy and Co., P.L.L.C.

Copy to: Louie A. Mukai, Chapter 11 Trustee
         Mr. Jeff Williams, Corporate Counsel (Internal)
         Mountain States Capital, Inc.