================================================================================ 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 and Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 14, 2000 QUENTRA NETWORKS, INC. ----------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 1-5486 36-2448698 ---------------------------- ----------------------- -------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 1640 S. Sepulveda Boulevard, Suite 222, Los Angeles, CA 90025 --------------------------------------------------------------- Address of principal executive offices (800) 935-8506 ---------------------------------------------------- Registrant's Telephone Number, Including area code ================================================================================ Item 3. Bankruptcy or Receivership On December 14, 2000, Quentra Networks, Inc. (the "Company") filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code (the "Code") in the United States Bankruptcy Court ("Bankruptcy Court") for the Central District of California, Los Angeles Division (Case No. LA00-44653KM). The Company's bankruptcy petition is intended to allow for the reorganization of the Company's business and assets. The Bankruptcy Court assumed jurisdiction over the Company's assets as of the date of the Company's bankruptcy petition. The Company, as a debtor-in-possession, intends to remain in possession of its assets and to continue to manage and operate its businesses and properties, subject to the provisions of the Code and the supervision and orders of the Bankruptcy Court, while seeking to formulate a plan of reorganization. There can be no assurance, however, that the Company will remain a debtor-in-possession and that a trustee will not be appointed to operate the Company's business. Furthermore, no assurance can be given that the Company will retain control of its assets during the pendency of the bankruptcy case or that the Bankruptcy Court will approve the plan of reorganization in the form proposed by the Company. The Company's current business relationships and arrangements and the Company's ability to negotiate future business arrangements may be adversely affected by the filing by the Company of the bankruptcy petition. On December 15, 2000, the Company issued a press release relating to the foregoing. A copy of the press release is attached hereto as an exhibit and incorporated herein by reference. Item 5. Other Events. On December 10, 2000, Daniel W. Latham resigned from his position as a director of the Company and on December 15, 2000, John M. Eger resigned from his position as a director of the Company. Item 7. Exhibits. 99.1 Press Release dated December 15, 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, on this 3rd day of January 2001. QUENTRA NETWORKS, INC. By: /s/ Timothy G. Atkinson ---------------------------- Timothy G. Atkinson Vice President of Business Development and General Counsel

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): October 19, 2000

QUENTRA NETWORKS, INC.

(Exact name of Registrant as specified in its charter)

1640 S. Sepulveda Boulevard, Suite 222, Los Angeles, California 90025

Address of principal executive offices, including zip code)

(800) 935-8506

(Registrant's telephone number, including area code)

ITEM 2. Acquisition or Disposition of Assets.

On October 19, 2000, we acquired HomeAccess MicroWeb, Inc., a California corporation formerly known as Primary Knowledge,
Inc. ("HomeAccess"), through the merger of HomeAccess Acquisition Corp., our wholly owned subsidiary, with and into HomeAccess (the
"Merger"). The Merger was consummated in accordance with the terms and provisions of the Amended and Restated Agreement and Plan of
Merger (the "Merger Agreement") dated October 5, 2000 by and among HomeAccess, DQE Enterprises, Inc., a Pennsylvania corporation
("DQE"), Barbara Conrad and Jerry Conrad, which amended and restated the Agreement and Plan of Merger among the parties dated May 10,
2000, as subsequently amended on May 26, 2000 and July 28, 2000. HomeAccess is a developer of local community e-commerce networks in
concentrated geographic markets using low-cost Internet appliances, such as screen phones and PDAs.

In accordance with the terms of the Merger, we issued DQE 1,767,603 shares of our Series C convertible preferred stock and
issued Barbara Conrad 2,651,404 shares of our common stock. In addition, our board of directors was increased to seven members, and
Jerry Conrad, Neal Taylor and Ron Bolen were appointed to the board. The seventh director will appointed by our board of directors
following the Merger. The parties to the Merger Agreement agreed to consummate the merger concurrently with the closing of a private
placement of shares of our common stock and warrants of at least $7.0 million.

A more detailed description of the Merger Agreement and related transactions is contained in our Current Report on Form 8-K
dated October 5, 2000 as filed with the Securities and Exchange Commission on October 10, 2000.

ITEM 5. Other Events.

On October 19, 2000, concurrently with the closing of the Merger, we closed a private placement of our units for
approximately $7.1 million. Each unit consisted of four shares of our common stock and a warrant to purchase one share of our common
stock at an exercise price of $2.75 per share. The warrants are immediately exercisable and expire three years from the date of
issuance. The units were offered and sold at $11.00 per share. As a result of the offering, we issued approximately 2,588,000 shares
of our common stock and approximately 647,000 warrants to purchase shares of our common stock to twenty-three accredited investors in
reliance on the exemption from the registration requirements provided by Rule 506 of the Securities Act of 1933. We are continuing
to sell units in the offering and intend to raise an additional $1.0 million.

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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(a) Financial Statements.

The financial statements required by this item are not included in this report. Such financial statements will be
filed by amendment to this Form 8-K within 60 days of the date hereof.

(b) Pro Forma Financial Information.

The financial information required by this item is not included in this report. Such financial statements will be
filed by amendment to this Form 8-K within 60 days of the date hereof.

2.1(1) Amended and Restated Agreement and Plan of Merger dated October 5, 2000 by and among Quentra Networks,
Inc., HomeAccess Microweb, Inc., DQE Enterprises, Inc., Barbara Conrad and Jerry Conrad.

4.1 Certificate of Designations, Preferences and Rights of Series C Preferred Stock filed on October 19, 2000.

4.2 Form of Warrants dated October 19, 2000 issued to various investors to purchase up to 646,933 shares of
common stock at $2.75 per share.

4.3 Stock Purchase Agreement dated September 21, 2000, as amended on October 10, 2000, between the Registrant
and various investors.

10.1 License Agreement dated October 19, 2000, between HomeAccess Microweb, Inc. and HA Technology, Inc.

10.2. Option Agreement dated October 19, 2000, by and among the Registrant, HA Technology, Inc., Barbara and
Jerry Conrad, and DQE Enterprises, Inc.

10.3 Personal Services Agreement dated October 19, 2000, between the Registrant and Jerry Conrad.

10.4 Voting Agreement dated October 19, 2000, by and among Timothy G. Atkinson, DQE Enterprises, Inc. and
Barbara Conrad (voting agreements were also entered into by James McCullough, John Eger, Daniel Latham,
Cheryl Johnson and KRJ, LLC).

10.5 $2,000,000 Promissory Note dated October 19, 2000, between Jerry Conrad, as payor, and the Registrant, as
payee.

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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, on this 24th day of October, 2000.

QUENTRA NETWORKS, INC.

By: /s/ Timothy G. Atkinson
-----------------------------
Timothy G. Atkinson, Vice President of
Business Development and General Counsel

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Exhibit Index
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