SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 1, 2000
ONVANTAGE, INC.
(Exact name of registrant as specified in charter)
Nevada 001-14815 98-019675
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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
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ITEM 1. CHANGE IN CONTROL OF REGISTRANT
On July 19, 2000, Registrant announced it has completed the merger with
OnVantage, Inc. of San Jose, California. A copy of the press release issued by
the Registrant on July 19, 2000 concerning the foregoing transaction is filed
herewith as Exhibit 20.1, and is incorporated herein by reference. The details
of the merger, including the resulting change of control of the Registrant, are
set forth in the Registrant's Form 14C filed June 27, 2000 and in the
Registrant's Form 10-QSB filed July 14, 2000, both of which are incorporated
herein by reference.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 19, 2000, Registrant announced it has completed the merger with
OnVantage, Inc. of San Jose, California. A copy of the press release issued by
the Registrant on July 19, 2000 concerning the foregoing transaction is filed
herewith as Exhibit 20.1, and is incorporated herein by reference. The details
of the merger, including the acquisition and disposition of assets, are set
forth in the Registrant's Form 14C filed June 27, 2000 and in the Registrant's
Form 10-QSB filed July 14, 2000, both of which are incorporated herein by
reference.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On July 31, 2000 and in connection with the merger referred to in Items
1 and 2 of this Form 8-K, Registrant's board of directors ratified the
appointment of Grant Thornton LLP as Registrant's independent accountants to
replace Bingham & Company who was dismissed. Bingham & Company's report on the
financial statements for the past two years did not contain an adverse opinion
or a disclaimer of opinion, nor was it qualified or modified as to uncertainty,
audit scope, or accounting principles. During Registrant's two most recent
fiscal years, and any subsequent interim period preceding such dismissal, there
were no disagreements with Bingham & Company on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s), if not resolved to the satisfaction of Bingham
& Company, would have caused Bingham & Company to make reference to the subject
matter of the disagreement(s) in connection with its report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired. Financial statements
required by this section will be filed subsequently when
available by amendment to this Form 8-K.
(b) Pro forma financial statements. Pro forma financial statements
required by this section will be filed subsequently when
available by amendment to this Form 8-K.
(c) Exhibits
16.1 Letter regarding Change in Certifying Accountant will be
filed subsequently when available by amendment to this
Form 8-K.
20.1 Press Release of Registrant, dated July 19, 2000
announcing the completion of the merger by Registrant with
OnVantage, Inc.
ITEM 8. CHANGE IN FISCAL YEAR
In connection with the effective date of the merger referred to in
Items 1 and 2 of this Form 8-K, the Registrant has determined to change its
fiscal year end from February 28 to December 31. The Registrant's next Form
10-QSB will reflect the new fiscal year end.
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.
/s/ Lisa Nixon
DATED: August 1, 2000
By: Lisa Nixon
Corporate Secretary
