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                                    FORM 8-K
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       <H1 ALIGN=CENTER><FONT SIZE=3>SECURITIES AND EXCHANGE COMMISSION<BR>

                                                        WASHINGTON, D.C. 20549</FONT></H1>

<H1 ALIGN=CENTER><FONT SIZE=3>FORM 8-K</FONT></H1>

<H1 ALIGN=CENTER><FONT SIZE=3>CURRENT REPORT</FONT></H1>

<H1 ALIGN=CENTER><FONT SIZE=3>Pursuant to Section 13 or 15(d) of the</FONT></H1>

<H1 ALIGN=CENTER><FONT SIZE=3>Securities Exchange Act of 1934<BR>

Date of Report (Date of earliest event reported): October 19, 2000</FONT></H1><BR><BR>
<DIV ALIGN=CENTER><FONT SIZE=3><STRONG> QUENTRA NETWORKS, INC.</STRONG></FONT></DIV>
<HR WIDTH=50% SIZE=3 NOSHADE>
<DIV ALIGN=CENTER> <FONT SIZE=2> (Exact name of Registrant as specified in its charter)</FONT></DIV><BR>
<FONT SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Delaware&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;1-5486&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;36-2448698<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;______________________
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_________________&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;________________<BR>
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&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(State or Other Jurisdiction&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;(Commission File No.)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(IRS Employer<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;of Incorporation)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Identification No.)</FONT><BR>
<BR>

<DIV ALIGN=CENTER><FONT SIZE=2>1640 S. Sepulveda Boulevard, Suite 222, Los Angeles, California 90025</FONT></DIV><HR WIDTH=50% SIZE=3 NOSHADE>

<DIV ALIGN=CENTER><FONT SIZE=2>Address of principal executive offices, including zip code)</FONT></DIV><BR><BR>


<DIV ALIGN=CENTER> <FONT SIZE=2> (800) 935-8506</FONT></DIV>
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<DIV ALIGN=CENTER> <FONT SIZE=2>(Registrant's telephone number, including area code)</FONT></DIV><BR><BR><BR>


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<PRE>

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.

                                                                        -1-

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.

         (c)      Exhibits.

                  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.


                                                                        -2-

<PAGE>

                                                        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




                                                                        -3-
<PAGE>


                                                        Exhibit Index
                                                        -------------


        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.


--------
1        Incorporated by reference to Exhibit 2.1 of Registrant's Form 8-K dated October 5, 2000, filed on October 10, 2000.




                                                                        -4-
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{"company-data": {"conformed-name": "QUENTRA NETWORKS INC", "cik": "0000057201", "assigned-sic": "3661", "irs-number": "362448698", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-05486", "film-number": "745861"}, "business-address": {"street1": "1640 S SEPULVEDA BOULEVARD", "street2": "SUITE 222", "city": "LOS ANGELES", "state": "CA", "zip": "90025", "phone": "8009358506"}, "mail-address": {"street1": "1640 S SEPULVEDA BOULEVARD", "street2": "SUITE 222", "city": "LOS ANGELES", "state": "CA", "zip": "90025"}, "former-company": [{"former-conformed-name": "COYOTE NETWORK SYSTEMS INC", "date-changed": "19971212"}, {"former-conformed-name": "DIANA CORP", "date-changed": "19920703"}, {"former-conformed-name": "FH INDUSTRIES CORP", "date-changed": "19850814"}]}
FORM 8-K
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)
Delaware                    
                      
                 
  1-5486                
                    
            36-2448698
______________________
      
                      
_________________                   
               ________________
(State or Other Jurisdiction                 
                
 (Commission File No.)     
                      
          (IRS Employer
of Incorporation)      
             
             
             
             
             
             
             
             
        Identification No.)
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.

                                                                        -1-

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.

         (c)      Exhibits.

                  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.

                                                                        -2-
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

                                                                        -3-
Exhibit Index
                                                        -------------

        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.

--------
1        Incorporated by reference to Exhibit 2.1 of Registrant's Form 8-K dated October 5, 2000, filed on October 10, 2000.

                                                                        -4-