UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20459

__________

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report: June ~~July 26~~2, ~~2005~~2006

(Date of earliest event reported)

Opta Corporation

(Exact name of Registrant as specified in its charter)

Delaware		000-24999		52-1947160
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1350 Bayshore Highway, Suite 740, Burlingame, CA

		1350 Bayshore Highway, Suite 600, Burlingame, CA		94010
		(Address of principal executive offices)		(Zip Code)

~~94010~~Registrant’s telephone number, including area code: (650) 579-3610

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (650) 579-3610

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~Written~~ o Soliciting ~~communications~~material pursuant to Rule ~~425~~ 14a-12 under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~Soliciting~~ o Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~13e-124(c) under the Exchange Act (17 CFR 240.~~14a~~13e-124(c))

oItem 5.02 Departure of Directors or Principal Officers

~~Pre-commencement communications pursuant to Rule 14d-2~~(b) Departure ~~under~~of ~~the~~Principal ~~Exchange Act (17 CFR 240.14d-2(b))~~Officer

oOn June 2, 2006, Sean Shaojian Wang tendered his resignation as Chief Operating Officer and Chief Financial Officer of Opta Corporation (the “Company”) effective as of June 5, 2006. Mr. Wang’s resignation was voluntary and did not involve a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

~~Pre-commencement communications pursuant to Rule 13e-4~~(c) Appointment ~~under~~of ~~the~~Principal ~~Exchange Act (17 CFR 240.13e-4(c))~~Officer

~~Item~~Effective as 1of the date of Mr.01 -Wang’s ~~Entry~~resignation, ~~into~~Vincent Yong Yan, the Company’s current President and Chief Executive Officer, was appointed as interim Chief Financial Officer of the Company pending completion of the search process for a permanent ~~Material~~chief ~~Definitive~~financial ~~Agreement~~officer. Mr. Yan will continue to also serve as the Company’s President and Chief Executive Officer.

OnVincent ~~July~~Yong 26Yan, ~~2005~~43, ~~Opta~~was ~~Corporation~~elected ~~(“Opta”)~~as ~~entered~~a ~~into~~Class II Director of the Company on June 29, 2001. Mr. Yan has been the President, Chief Executive Officer and Secretary of the Company since June 29, 2001. Mr. Yan was the Chief Financial Officer of the Company from June 29, 2001 until November 2002. Mr. Yan also has served as a ~~series~~Vice President, director and member of ~~transactions~~the ~~involving~~Executive Committee of the board of directors of Correlant Communications, Inc., a former subsidiary of the Company, since February 2003. Mr. Yan has been Executive Director and ~~relating~~Chief toFinancial ~~its~~Officer ~~wholly~~of TCL International Holdings, Ltd., a publicly traded consumer electronics and information technology company since 1999. Mr. Yan was appointed chief financial officer of TTE Corp., a joint venture between TCL International Holdings, Ltd. and Thomsom S.A. in 2004. Additionally, he was elected chairman of the board of TTE Corp in 2004 and Chairman of the Board of TCL-~~owned~~Alcatel ~~subsidiary~~in ~~Opta~~December, 2004. Prior ~~Systems~~to joining TCL International Holdings, ~~LLC~~Ltd., ~~doing~~Mr. ~~business~~Yan served as ~~GoVideo~~PRC Country Manager of Tulip Computers (~~“GoVideo”~~Asia) Ltd. ~~Each~~, a subsidiary of ~~such~~a ~~transactions~~European ~~was~~computer ~~conditioned~~manufacturer. ~~upon~~Mr. ~~each~~Yan ~~other~~has ~~and~~over ten years of experience in the ~~consummation~~computer ofand ~~such~~consumer ~~transactions~~goods ~~was~~industries. ~~deemed~~Mr. toYan holds ~~occur~~an ~~simultaneously~~MBA from Stanford University and a Masters degree in Computer Science from Peking University.

~~Pursuant~~ On June to29, a2001, ~~loan~~the ~~participation~~Company ~~agreement~~entered ~~dated~~into ~~July~~a ~~26,~~one-year ~~2005~~employment ~~(the~~agreement ~~“Participation~~with Mr. ~~Agreement”)~~Yan ~~between~~for ~~Opta~~the ~~and~~positions ~~GoVideo’s~~of ~~senior lender~~President, ~~Wells~~Chief ~~Fargo~~Executive ~~Business Credit~~Officer, ~~Inc.,~~Chief Financial ~~(“Wells”),~~Officer ~~Opta~~from ~~acquired~~June an2001 ~~80%~~to ~~participation~~November ~~interest~~2002, inand ~~GoVideo’s~~Secretary ~~current~~of ~~credit facility under~~ the Company. ~~Credit~~This ~~and~~agreement ~~Security~~may ~~Agreement~~be ~~dated~~extended asfor ofsuccessive ~~July 21,~~one-year ~~2003,~~periods asby ~~amended to date (~~the Company ~~“Wells~~and ~~Credit~~Mr. ~~Agreement”)~~Yan. ~~between~~For ~~GoVideo~~his ~~and~~services, ~~Wells~~Mr. ~~The~~ ~~maximum~~Yan ~~amount~~was oforiginally ~~the~~paid ~~line~~an annual salary of ~~credit is~~ $4120,000,~~000. Wells~~ ~~retained~~increased ~~the~~to ~~remaining~~$180,000 ~~20% interest~~ in ~~the~~fiscal ~~Wells~~2004, ~~Credit~~and ~~Agreement. Concurrently~~an ~~with~~annual ~~the~~bonus to ~~purchase~~be ofdetermined in the ~~participation~~discretion ~~and~~of the ~~deposit~~Company’s byCompensation ~~Opta~~Committee of the ~~$800,000~~Board inof ~~cash~~Directors. ~~collateral~~A tocopy ~~secure its obligations under its guaranty~~ of the ~~Wells~~employment ~~Credit~~contract ~~Agreement,~~with ~~Wells~~Vincent ~~released~~Yan ~~its~~was attached ~~lien~~in on the ~~intellectual~~Company’s ~~property~~Form ~~assets~~10-K offiled ~~GoVideo~~on ~~under~~October ~~the~~12, ~~Wells Credit Agreement~~2001. ~~The~~ ~~Participation~~His ~~Agreement~~employment agreement ~~will~~has ~~terminate~~been atextended ~~such~~annually ~~time~~since ~~that~~2001, ~~Wells~~and ~~receives~~there ~~payment~~is inno ~~full~~amendment ofto his ~~all~~employment ~~obligations~~agreement ~~due~~as ~~under~~a ~~the~~result ~~Wells~~of ~~Credit~~this ~~Agreement~~new appointment.

~~Pursuant~~Forward toLooking a forbearance agreement dated July 22, 2005, between GoVideo and Wells (the “Forbearance Agreement”), Wells agreed to forbear from exercising its rights and remedies with respect to existing defaults under the Wells Credit Agreement from the date of the agreement through October 31, 2005 and modify certain terms of the Credit Agreement, including reducing the maximum line of credit to $4,000,000 and waiving the termination feeStatements. ~~Wells~~ The ~~also~~statements ~~agreed that defaults by GoVideo under financial covenants~~ in ~~the~~this ~~Wells~~Form ~~Credit~~8-K ~~Agreement~~Current ~~and~~Report ~~with~~concerning ~~respect~~current management’s toexpectations ~~material~~are ~~adverse~~“forward ~~changes~~looking ~~will~~statements” ~~not~~within ~~constitute new defaults under that agreement. As a condition to~~ the ~~forbearance by Wells, GoVideo agreed to pay to Wells a fee~~ meaning of $300,000, $150,000 of which is to be paid on September 2, 2005 and $150,000 of which is to be paid on October 2, 2005, and Opta agreed to enter into the Participation Agreement and to deposit $800,000 in cash collateral to secure Opta’s guaranty as described above.

~~Pursuant~~Section to27A aof ~~purchase and sale agreement dated July 26, 2005 (~~the ~~“TCLMM~~Securities ~~Agreement”)~~Act ~~among~~of ~~GoVideo~~1933, ~~TCL~~as ~~Multimedia Technology Holdings Limited~~amended, aand ~~Cayman~~Section ~~Islands~~21E of ~~company with shares listed on~~ the ~~Stock~~Securities Exchange Act of ~~Hong~~1934, ~~Kong~~as ~~Limited (“TCLMM”)~~amended, ~~TCL~~that ~~Industries~~involve (Hrisks and uncertainties.~~K.)~~ Any ~~Holdings~~statements ~~Limited~~contained herein (~~“TCLI”)~~including, ~~Asia~~without ~~Focus Industrial Limited (“Asia Focus”) and Opta~~limitation, ~~TCLMM~~statements ~~agreed~~ to ~~assume~~ the ~~debt~~effect ~~obligations~~that ~~owed~~the Company byor ~~GoVideo~~management to“estimates,” ~~TCLI and Asia Focus under three promissory notes~~“expects,” ~~with obligations totaling approximately $11~~“intends,~~000,000~~” ~~at July 26~~“continues,” ~~2005 (~~“~~Existing~~may,” ~~Obligations~~or “will”~~). The~~ ~~Existing~~or ~~Obligations~~statements ~~were~~concerning ~~previously~~“potential” ~~guaranteed~~or byvariations ~~Opta,~~thereof ~~and~~or ~~secured~~comparable terminology byor ~~Opta’s pledge of 100% of~~ the ~~Common~~negative ~~Stock~~thereof), ~~and~~that ~~Series~~are Dnot ~~Preferred~~statements ~~Stock~~ of ~~Correlant~~historical fact ~~Communications,~~should ~~Inc.,~~be aconstrued ~~non-operating~~as ~~subsidiary~~forward oflooking ~~Opta (“Correlant”), held by Opta~~statements. ~~Pursuant~~ These toforward-looking ~~the~~statements ~~TCLMM~~are ~~Agreement,~~based ~~TCLI~~on our ~~and Asia Focus released Opta~~management’s ~~obligations~~current asviews ~~guarantor under the Existing Obligations~~ and ~~released Opta’s pledge of the Correlant shares~~assumptions.

In consideration for TCLMM’s assumption of the Existing Obligations, GoVideo (i) assigned to TCLMM all of GoVideo’s right, title and interest in and to certain significant intellectual property assets of GoVideo (the “GoVideo IP”) and (ii) issued a promissory note in favor of TCLMM (the “TCLMM Note”) for a principal amount of $1,000,000, representing the difference between the value of the GoVideo IP, as determined by a third-party appraiser, and the Existing Obligations assumed by TCLMM. Under the TCLMM Agreement, the principal amount of the TCLMM Note may be adjusted upon the completion of a second third-party appraisal of the GoVideo IP, to be completed within 90 days. SIGNATURES

~~The TCLMM Note bears interest at a rate of 0.257% per month and all principal and interest under the TCLMM Note is due and payable on January 26, 2006.~~ Pursuant to the requirements ~~agreement,~~of ~~GoVideo~~the ~~granted~~Securities toExchange ~~TCLMM~~Act ~~a subordinated lien on all~~ of ~~GoVideo’s assets~~1934, asthe ~~security~~Company ~~for~~has ~~the~~duly caused ~~TCLMM~~this ~~Note,~~report ~~junior~~ to ~~the~~be ~~lien~~signed ~~under~~on ~~the~~its ~~Wells~~behalf ~~Credit~~by ~~Agreement. In addition, Opta agreed to guaranty GoVideo’s obligations under~~ the ~~TCLMM~~undersigned ~~Note~~hereunto ~~pursuant to a Guaranty dated July 26, 2005~~duly authorized.

~~Under~~Opta the TCLMM Agreement, TCLMM granted to GoVideo a 90-day, non-exclusive, worldwide license to use the GoVideo IP on a royalty-free basis. GoVideo and TCLMM agreed to negotiate in good faith within such 90-day period, the terms of a longer term license agreement for GoVideo to use the GoVideo IP for its continuing operations. If the parties cannot agree on the terms of and do not enter into such longer term license agreement within the 90-day period, GoVideo will be unable to continue and will have to cease its business operations.Corporation

On July 26, 2005, Opta entered into a loan and security agreement with Correlant (the “Loan Agreement”) whereby Correlant loaned to Opta the principal amount of $5,000,000. The loan bears interest at a rate of 2.75% per annum, with a maturity date of December 31, 2005. The loan is secured by 6,000 shares of Correlant Series D Preferred Stock held by Opta. Opta owns a majority of the outstanding stock of Correlant. As previously reported, on July 18, 2005, the Board of Directors of Correlant approved the dissolution of Correlant, pending approval by the Correlant stockholders. Opta anticipates that it will receive approximately $11 million in liquidation distributions after payment of liquidation-related fees and expenses.

Date: June 6, 2006	By:	/s/ Vincent Yan
		Vincent Yan
		President and CEO

TCLMM and Asia Focus are affiliates of TCLI, a stockholder controlling a majority of the outstanding shares of Opta. Two of Opta’s directors, Messrs. Li Dongsheng and Vincent Yan, are affiliated with TCLI, TCLMM and Asia Focus. The remaining two members of the Opta Board of Directors, Professor Zuoquan Lin and Mr. James Jian Liu, who are not affiliated with TCLI or its affiliates, participated in the negotiations and separately approved the transaction on behalf of the Opta Board of Directors.

Item 2.01 – Completion of Disposition of Assets

See discussion in paragraphs 5 and 9 under Item 1.01 with respect to the sale of the GoVideo IP.

Item 2.03 – Creation of a Direct Financial Obligation of a Registrant

See discussion in paragraph 2 under Item 1.01 with respect to Opta’s entering into the Participation Agreement, paragraph 3 under Item 1.01 with respect to GoVideo’s entering into the Forbearance Agreement, paragraph 6 under Item 1.01 with respect to GoVideo’s issuing the TCLMM Note and paragraph 8 under Item 1.01 with respect to Opta’s entering into the Loan Agreement with Correlant.

Item 8.01 – Other Events

Following the consummation of the above-described transactions, Opta will continue to take steps to further reduce costs of GoVideo, including making significant reductions in staff, eliminating some of its current activities, negotiating with its creditors and making increased efforts to collect on outstanding receivables.

Forward Looking Statements. The statements in this Form 8-K Current Report concerning current management’s expectations are “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties. Any statements contained herein (including, without limitation, statements to the effect that the Company or management “estimates,” “expects,” “intends,” “continues,” “may,” or “will” or statements concerning “potential” or variations thereof or comparable terminology or the negative thereof), that are not statements of historical fact should be construed as forward looking statements. These forward-looking statements are based on our management’s current views and assumptions.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Opta Corporation

Date:

July 29, 2005

By: /s/ Vincent Yan

Vincent Yan President and CEO

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