COLOROCS INFORMATION TECHNOLOGIES INC
8-K, 1998-06-29
PHOTOGRAPHIC EQUIPMENT & SUPPLIES
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                   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):  June 15, 1998
                                    
                 COLOROCS INFORMATION TECHNOLOGIES, INC.
         (Exact name of Registrant as specified in its charter)


        Georgia                  0-14392                   58-1482573
(State of Incorporation)    (Commission File No.)      (I.R.S. Employer
                                                      Identification No.)



                    5600 Oakbrook Parkway, Suite 240
                        Norcross, Georgia  30093
      (Address of principal executive offices, including zip code)
                                    
                                    
                             (770) 447-3570
          (Registrant's telephone number, including area code)
                                    
                                    
                             Not Applicable
      (Former name or Former address, if changed since last report)
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                               Page 1 of 2
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Item 2.  Acquisition or Disposition of Assets

     On May 9, 1997, NetChannel, Inc. ("NetChannel") purchased from
ViewCall America, Inc. ("VCA") substantially all of the assets which
comprised the business of VCA and assumed most of the liabilities of VCA in
exchange for 555,556 shares of NetChannel Series C Preferred Stock.  In
addition, NetChannel issued 2,700,000 shares of Series B Preferred Stock
and 414,280 shares of Series C Preferred Stock to Colorocs Information
Technologies, Inc. (the "Company") in consideration of advances made by the
Company to VCA and the relinquishment of the Company's liens on VCA assets. 
All of the NetChannel preferred stock is convertible by the holders into
shares of NetChannel common stock on a share-for-share basis.  VCA was a
majority owned subsidiary of Colorocs Information Technologies, Inc. 


     On June 15, 1998, all of the capital stock of NetChannel was sold to
America On Line, Inc. ("AOL") for a total cash consideration of
approximately $9 million and satisfaction of certain outstanding
liabilities amounting to approximately $14 million.  As a result of such
acquisition, the Company received approximately $870,000, subject to
possible reductions based upon certain customary contingencies.



                               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.


                              COLOROCS INFORMATION 
                              TECHNOLOGIES, INC.
                                 (Registrant)



                              /s/ Rudolph P. Russo                    
                              Rudolph P. Russo 
                              Chief Executive Officer


Date:     June 30, 1998



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