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
August 14, 2000
Date of Report
(Date of Earliest Event Reported)
CORVALLIS, INC.
(Exact Name of Registrant as Specified in its Charter)
1486 South 11th East
Salt Lake City, Utah 84105
(Address of principal executive offices)
(801) 487-3893
Registrant's telephone number
NEVADA 33-18143-D 87-0449399
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
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ITEM 5: OTHER INFORMATION
On August 14, 2000, Corvallis, Inc. signed a letter of intent to acquire
all the outstanding and issued common stock of USAStarOne.Net, Inc. a Texas
corporation ("USAStar") through the issuances of Corvallis' common stock,
$.001 par value. USAStar is an educational Internet service and eCommerce
solutions provider based in Owensboro, Kentucky. The rate of exchange
contemplated in the letter of intent is 13,500,000 shares of Corvallis's
common stock for all outstanding shares of USAStar common stock. Upon
completion of the merger Corvallis will be the surviving corporation and will
change its name to reflect USAStar's business.
Corvallis intends to complete formal due diligence of USAStar within
sixty days and enter into a merger agreement with that company shortly
thereafter. The consummation of the merger will be contingent upon
shareholder approval. Corvallis plans to structure the merger as a tax-free,
stock-for-stock transaction which complies with the provisions of
Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.
USAStar utilizes a network marketing model for its Internet service
provider business. Each dial-up or direct service link customer of USAStar
receives a CD-ROM-based interactive educational software package, which is
designed to provide these customers with the necessary tools to access the
Internet and educational programs ranging from basic "point-and-click"
techniques to the development of websites. Included in the software are
lessons involving computer and Internet fundamentals, the Windows operating
system, word processing, spreadsheets, website development, etc.
ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
2.1 Letter of Intent between Corvallis, Inc. and USAStarOne.Net, Inc.
dated August 14, 2000.
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.
8/26/00
Date: ________________ Corvallis, Inc.
/s/ Whitney O. Cluff
By: _____________________________
Whitney O. Cluff
President and Chief Executive Officer
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