content: <PAGE>  1
                        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
  
                                   October 17, 2000
                 -------------------------------------------------
                 (Date of Report: Date of earliest event reported)
  
  
                                  EZCONNECT, INC.
              ------------------------------------------------------
            (Exact name of registrant as specified in its charter)
  
  
          NEVADA                     0-27249             87-0284731
  ---------------------------- -----------------------  --------------------
  (State or other jurisdiction (Commission File Number) (IRS Employer ID No.)
   of incorporation)
  
  
  
           2900 Townsgate Road, Suite 200, Westlake Village, CA  91361
           -----------------------------------------------------------
                      (Address of principal executive office)
  
  
  
  Registrant's telephone number, including area code: (818) 991-6300
                                                      --------------
  
              6009 South Redwood Road, Salt Lake City, Utah  84123
       ---------------------------------------------------------------------
          (Former name or former address, if changed since last report)
  
  
  
  
  
  
  
  
  
  
  
  
  <PAGE>
  <PAGE> 2
                  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS
  
  On October 17, 2000, EZConnect, Inc. ("EZConnect") finalize its Agreement and
  Plan of Merger ("Merger Agreement") with Encore Wireless, Inc., a California
  corporation ("Encore"), wherein EZConnect acquired Encore for  $350,000 cash
  and 2,500,000 shares of its Series A Preferred Stock. The acquisition was
  structured as a stock-for-stock exchange pursuant to Section 368(a)(1)(B) of
  the Internal Revenue Code.  The securities issued in the acquisition were
  issued in a private transaction in reliance on Section 4(2) of the Securities
  Act of 1933, as amended.  Encore will continued as a wholly-owned subsidiary
  of EZConnect.
  
  Of the 2,500,000 shares of EZConnect Series A Preferred Stock issued to the
  Encore shareholders, 1,875,000 shares have been placed in escrow and will be
  released based on certain performance criteria. One-half the shares placed in
  escrow will be "earned-out" based on Encore achieving a minimum number of
  subscribers and one-half of the shares placed in escrow shall be "earned-out"
  based on the continued active involvement of Messrs. Hamilton and Turley with
  the growth and development of Encore.
  
  As a result of the acquisition of Encore, EZconnect is now position as a
  provider of private label wireless Internet solutions.  Encore offers its
  customers wireless voice and data services throughout the United States made
  available on the Sprint PCS (R) Nationwide Network. Encore's service provider
  relationship with Sprint PCS assures Encore customers the availability of
  nationwide digital wireless services on the Sprint PCS (R) Nationwide Network,
  while being provided complete private label customer and back office support
  by Encore.
  
  In connection with the acquisition of Encore, Kevin Hamilton and Tod Turley,
  the principal shareholders and founders of Encore, have been named President
  and Senior Vice President of EZConnect, respectively.  Hamilton and Turley
  replace Greg Spencer and William Flury, who have resigned.
  <PAGE>
  <PAGE> 3
  
    ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS
  
  (a)(1)  Financial Statements of Business Acquired
  
  The financial statements required to be filed pursuant to this subsection
  filing will be supplied when available, but not later than 60 days from the
  date of this filing.
  
  (b)(1)  Pro Forma Financial Statements.
  
  The pro forma financial statements required to be filed pursuant to this
  subsection will be supplied when available, but not later than 60 days from
  the date of this filing.
  
  (c) Exhibits.  The following exhibits are included as part of this report:
  
              SEC
  Exhibit     Reference
  Number      Number      Title of Document                         Location
  -----------------------------------------------------------------------------
  20.01       20    Agreement and Plan of Merger, between
                    EZConnect, Inc., and EZConnect Merger Co,
                    and Encore Wireless, Inc., dated July 8, 2000  Incorporated
                                                                   by reference*
  
  20.02       20    Exhibit A  Form of Designation of Rights,
                    Privileges and Preferences of EZConnect
                    Preferred Stock                                Incorporated
                                                                   by reference*
  
  20.03       20    Exhibit B  Form of Investor Representation
                    Letter                                         Incorporated
                                                                   by reference*
  
  20.04       20    Exhibit C-1 Employment Agreement - Kevin
                    Hamilton                                       This Filing
  
  20.05       20    Exhibit C-2 Employment Agreement - Tod Turley  This Filing
  
  20.06       20    Voting Agreement, among EZConnect, Inc, EZ
                    Merger Co., Encore Wireless, Inc., Kevin
                    Hamilton, and Tod M. Turley, dated July 8,
                    2000                                           Incorporated
                                                                   by reference*
  20.07       20    Amendment No. 1 [dated August 9, 2000]to
                    the Agreement and Plan of Merger, between
                    EZConnect, Inc., EZConnect Merger Co.,
                    and Encore Wireless, Inc.                      Incorporated
                                                                   by reference+
  
  20.08       20    Amendment No. 2 [dated September 18, 2000]
                    to the Agreement and Plan of Merger, between
                    EZConnect, Inc., EZConnect Merger Co., and
                    Encore Wireless, Inc.                          This Filing
  
  <PAGE> 4
  
  20.09       20    Amendment No. 3 [dated October 17, 2000] to
                    the Agreement and Plan of Merger, between
                    EZConnect, Inc., EZConnect Merger Co., and
                    Encore Wireless, Inc.                          This Filing
  
  20.10       20    Registration Rights Agreement, dated
                    October 17, 2000, between EZConnect, Inc.
                    and the Encore Shareholders                    This Filing
  
  20.11       20    Escrow Agreement, dated October 17, 2000
                    between EZConnect, Inc., Kevin S. Hamilton
                    Family 1998 Trust, and SSMB Holdings, LLC      This Filing
  
  20.12       20    Articles of Merger of Encore Wireless, Inc.
                    and EZConnect Merger Co., dated October 17,
                    2000                                           This Filing
  
  20.13       20    Amended and Restated Designation of Rights,
                    Preferences and Privileges for the Series A
                    Preferred Stock of EZConnect, Inc.             This Filing
  
  
  *See the Company's report on Form 8-K, dated July 21, 2000.
  +See the Company's report on Form 8-K, dated August 9, 2000.
  
  
                                   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 hereunder duly authorized.
  
                                           EZCONNECT, INC.
  
  
  
  Date: November 8, 2000                   /S/ Philip R. Lacerte, CEO
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text: 1
                        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
  
                                   October 17, 2000
                 -------------------------------------------------
                 (Date of Report: Date of earliest event reported)
  
                                  EZCONNECT, INC.
              ------------------------------------------------------
            (Exact name of registrant as specified in its charter)
  
          NEVADA                     0-27249             87-0284731
  ---------------------------- -----------------------  --------------------
  (State or other jurisdiction (Commission File Number) (IRS Employer ID No.)
   of incorporation)
  
           2900 Townsgate Road, Suite 200, Westlake Village, CA  91361
           -----------------------------------------------------------
                      (Address of principal executive office)
  
  Registrant's telephone number, including area code: (818) 991-6300
                                                      --------------
  
              6009 South Redwood Road, Salt Lake City, Utah  84123
       ---------------------------------------------------------------------
          (Former name or former address, if changed since last report)
  2
                  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS
  
  On October 17, 2000, EZConnect, Inc. ("EZConnect") finalize its Agreement and
  Plan of Merger ("Merger Agreement") with Encore Wireless, Inc., a California
  corporation ("Encore"), wherein EZConnect acquired Encore for  $350,000 cash
  and 2,500,000 shares of its Series A Preferred Stock. The acquisition was
  structured as a stock-for-stock exchange pursuant to Section 368(a)(1)(B) of
  the Internal Revenue Code.  The securities issued in the acquisition were
  issued in a private transaction in reliance on Section 4(2) of the Securities
  Act of 1933, as amended.  Encore will continued as a wholly-owned subsidiary
  of EZConnect.
  
  Of the 2,500,000 shares of EZConnect Series A Preferred Stock issued to the
  Encore shareholders, 1,875,000 shares have been placed in escrow and will be
  released based on certain performance criteria. One-half the shares placed in
  escrow will be "earned-out" based on Encore achieving a minimum number of
  subscribers and one-half of the shares placed in escrow shall be "earned-out"
  based on the continued active involvement of Messrs. Hamilton and Turley with
  the growth and development of Encore.
  
  As a result of the acquisition of Encore, EZconnect is now position as a
  provider of private label wireless Internet solutions.  Encore offers its
  customers wireless voice and data services throughout the United States made
  available on the Sprint PCS (R) Nationwide Network. Encore's service provider
  relationship with Sprint PCS assures Encore customers the availability of
  nationwide digital wireless services on the Sprint PCS (R) Nationwide Network,
  while being provided complete private label customer and back office support
  by Encore.
  
  In connection with the acquisition of Encore, Kevin Hamilton and Tod Turley,
  the principal shareholders and founders of Encore, have been named President
  and Senior Vice President of EZConnect, respectively.  Hamilton and Turley
  replace Greg Spencer and William Flury, who have resigned.
  3
  
    ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS
  
  (a)(1)  Financial Statements of Business Acquired
  
  The financial statements required to be filed pursuant to this subsection
  filing will be supplied when available, but not later than 60 days from the
  date of this filing.
  
  (b)(1)  Pro Forma Financial Statements.
  
  The pro forma financial statements required to be filed pursuant to this
  subsection will be supplied when available, but not later than 60 days from
  the date of this filing.
  
  (c) Exhibits.  The following exhibits are included as part of this report:
  
              SEC
  Exhibit     Reference
  Number      Number      Title of Document                         Location
  -----------------------------------------------------------------------------
  20.01       20    Agreement and Plan of Merger, between
                    EZConnect, Inc., and EZConnect Merger Co,
                    and Encore Wireless, Inc., dated July 8, 2000  Incorporated
                                                                   by reference*
  
  20.02       20    Exhibit A  Form of Designation of Rights,
                    Privileges and Preferences of EZConnect
                    Preferred Stock                                Incorporated
                                                                   by reference*
  
  20.03       20    Exhibit B  Form of Investor Representation
                    Letter                                         Incorporated
                                                                   by reference*
  
  20.04       20    Exhibit C-1 Employment Agreement - Kevin
                    Hamilton                                       This Filing
  
  20.05       20    Exhibit C-2 Employment Agreement - Tod Turley  This Filing
  
  20.06       20    Voting Agreement, among EZConnect, Inc, EZ
                    Merger Co., Encore Wireless, Inc., Kevin
                    Hamilton, and Tod M. Turley, dated July 8,
                    2000                                           Incorporated
                                                                   by reference*
  20.07       20    Amendment No. 1 [dated August 9, 2000]to
                    the Agreement and Plan of Merger, between
                    EZConnect, Inc., EZConnect Merger Co.,
                    and Encore Wireless, Inc.                      Incorporated
                                                                   by reference+
  
  20.08       20    Amendment No. 2 [dated September 18, 2000]
                    to the Agreement and Plan of Merger, between
                    EZConnect, Inc., EZConnect Merger Co., and
                    Encore Wireless, Inc.                          This Filing
  4
  
  20.09       20    Amendment No. 3 [dated October 17, 2000] to
                    the Agreement and Plan of Merger, between
                    EZConnect, Inc., EZConnect Merger Co., and
                    Encore Wireless, Inc.                          This Filing
  
  20.10       20    Registration Rights Agreement, dated
                    October 17, 2000, between EZConnect, Inc.
                    and the Encore Shareholders                    This Filing
  
  20.11       20    Escrow Agreement, dated October 17, 2000
                    between EZConnect, Inc., Kevin S. Hamilton
                    Family 1998 Trust, and SSMB Holdings, LLC      This Filing
  
  20.12       20    Articles of Merger of Encore Wireless, Inc.
                    and EZConnect Merger Co., dated October 17,
                    2000                                           This Filing
  
  20.13       20    Amended and Restated Designation of Rights,
                    Preferences and Privileges for the Series A
                    Preferred Stock of EZConnect, Inc.             This Filing
  
  *See the Company's report on Form 8-K, dated July 21, 2000.
  +See the Company's report on Form 8-K, dated August 9, 2000.
  
                                   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 hereunder duly authorized.
  
                                           EZCONNECT, INC.
  
  Date: November 8, 2000                   /S/ Philip R. Lacerte, CEO