SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A-1
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 2, 2000
ONVANTAGE, INC.
(Exact name of registrant as specified in charter)
Nevada 001-14815 98-019675
---------------- ------------------------ ---------------------------------
(State or other (Commission File Number) (IRS Employer Identification No.)
jurisdiction of
incorporation)
333 W. Santa Clara Street, Suite 1000
San Jose, California 95113
(Address of principal executive offices)
Registrant's telephone number, including area code: (408) 795-1227
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
On July 17, 2000, and as described in the 8-K filed on August 1, 2000,
Zstar Enterprises, Inc. (the "Registrant") completed the acquisition of
Onvantage Inc. ("Onvantage") and subsequently changed its name to Onvantage. The
acquisition of Onvantage by the Registrant is a "reverse acquisition" as
described in Staff Accounting Bulleting No. 97. The former Onvantage
shareholders received 63% of the outstanding shares of the Registrant in the
Acquisition and, as a result, have obtained control of the continuing entity.
The audited financial statements presented in this Item 7, are those of
Onvantage for the period from inception (February 25, 1999) to December 31,
1999. The financial statements required by Rule 3-05 of Regulation S-B are
included in Exhibit 99.1
(b) Pro Forma Financial Information.
The acquisition of Onvantage by the Registrant will be treated as a
recapitalization whereby the historical financial statements of the Registrant
will be those of Onvantage, the "accounting acquirer." The Registrant had no
material assets or results of operations at the time of the Acquisition. The
only pro forma adjustments required to show how the historical financial
statements would be affected had the transaction been consummated at an earlier
time would be to increase the number of shares of Common Stock outstanding for
all periods to reflect the recapitalization. Had the transaction been
consummated at the inception of Onvantage (February 25, 1999), an additional
650,000 shares of Common Stock would have been outstanding for all periods
presented.
<TABLE>
The inclusion of these additional shares would result in the following
basic and diluted loss per share amounts:
<CAPTION>
For the period For the period Cumulative
from inception from inception from inception
(February 25, 1999) (February 25, 1999) Six months ended (February 25, 1999)
to December 31, 1999 to June 30, 1999 June 30, 2000 to June 30, 2000
<S> <C> <C> <C> <C>
Historical
Weighted average shares 8,280,556 1,400 12,339,329 7,982,335
Basic and diluted loss per share $(0.23) $(118.71) $(0.11) $(0.42)
Pro Forma
Weighted average shares 8,930,556 651,400 12,989,329 8,632,335
Basic and diluted loss per share $(0.21) $(0.26) $(0.11) $(0.38)
</TABLE>
(c) Exhibits
16.1 Letter regarding Change in Certifying Accountant is attached
as Exhibit 16.1.
99.1 Audited financial statements referred to in Item 7(a) are
attached as Exhibit 99.1.
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.
ONVANTAGE, INC.
DATED: October 2, 2000 /S/ Mark Lemma
By: Mark Lemma
Chief Financial Officer
