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): August 15, 1997


                          VICTORMAXX TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)


Illinois                                0-26328               36-3971950
(State or other jurisdiction of       (Commission          (I.R.S. Employer
incorporation or organization)        file number)        Identification No.)


1202N 75th Street, Suite 243, Downers Grove, Illinois            60516
(Address of principal executive offices)                       (Zip code)


Registrant's telephone number, including area code: (630) 654-4398
<PAGE>

Item 2.  Termination of Merger Agreement and Acquisition of Assets

On August 15, 1997, VictorMaxx Technologies, Inc. (the "Company") terminated the
Agreement and Plan of Reorganization between the Company and Rusty's Ribs of
America, Inc. that was entered into on April 10, 1997.

On September 24, 1997, the Company entered into an agreement to acquire all of
the outstanding capital stock of Sonoma Holding Corp. ("Sonoma"). The
transaction, which is expected to close in early October 1997, is contingent
upon the fulfillment of certain conditions by both of the parties. The Company
will account for the acquisition as a purchase.

The Company will issue 12,208,558 shares of its common stock and 100,000 shares
of its preferred stock to the shareholders of Sonoma. Mr. Kevin Koy, the former
President, Chief Executive Officer and a Director of the Company, is affiliated
with Sonoma. The preferred shares are convertible into 30,000,000 shares of the
common stock of the Company. Additionally, the Company will issue 1,550,000
shares of its common stock to certain creditors of the Company in full
satisfaction of their claims against the Company. The creditor group includes
Mr. Koy and all of the current officers and directors of the Company, including
Richard H. Currie, President, Chief Executive Officer and a Director, Max
Minkoff, Vice President and a Director and Glenn Petersen, Senior Vice
President, Chief Financial Officer and a Director. Additionally, the Company
will issue 615,000 shares of its common stock to a group of individuals as a
settlement of various employment claims and as compensation for assisting in the
structuring of the transaction. Included in this group are all of the current
officers and directors of the Company, including Richard H. Currie, Max Minkoff
and Glenn Petersen.

Unaudited consolidated financial statements for Sonoma, a diversified industrial
holding company, for the six month period ending June 30, 1997 show sales of
$2,224,040 and pretax earnings of $149,919.

Item 7.  Financial Statements and Exhibits

(a)   As of the date of this report, it is impracticable to provide the required
      financial statements for Sonoma. The required financial statements will be
      filed with an amendment to this report within 60 days of the date of this
      report.

(c)   Exhibits in accordance with the provisions of Item 601 of Regulation S-K:

Exhibit 2.2   Agreement and Plan of Reorganization between VictorMaxx
              Technologies, Inc. and Sonoma Holding Corp. as of 
              September 24, 1997.
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Securities Exchange Act of 1934, the Registrant
has duly caused this Current Report on Form 8-K to be signed on its behalf by
the undersigned, hereunto duly authorized.

                                VICTORMAXX TECHNOLOGIES, INC.

                                By:  /s/ Glenn Petersen
                                     -----------------------
                                     Glenn Petersen
                                     Vice President and Chief Financial Officer

Dated: September 29, 1997
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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): August 15, 1997

                          VICTORMAXX TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

Illinois                                0-26328               36-3971950
(State or other jurisdiction of       (Commission          (I.R.S. Employer
incorporation or organization)        file number)        Identification No.)

1202N 75th Street, Suite 243, Downers Grove, Illinois            60516
(Address of principal executive offices)                       (Zip code)

Registrant's telephone number, including area code: (630) 654-4398
Item 2.  Termination of Merger Agreement and Acquisition of Assets

On August 15, 1997, VictorMaxx Technologies, Inc. (the "Company") terminated the
Agreement and Plan of Reorganization between the Company and Rusty's Ribs of
America, Inc. that was entered into on April 10, 1997.

On September 24, 1997, the Company entered into an agreement to acquire all of
the outstanding capital stock of Sonoma Holding Corp. ("Sonoma"). The
transaction, which is expected to close in early October 1997, is contingent
upon the fulfillment of certain conditions by both of the parties. The Company
will account for the acquisition as a purchase.

The Company will issue 12,208,558 shares of its common stock and 100,000 shares
of its preferred stock to the shareholders of Sonoma. Mr. Kevin Koy, the former
President, Chief Executive Officer and a Director of the Company, is affiliated
with Sonoma. The preferred shares are convertible into 30,000,000 shares of the
common stock of the Company. Additionally, the Company will issue 1,550,000
shares of its common stock to certain creditors of the Company in full
satisfaction of their claims against the Company. The creditor group includes
Mr. Koy and all of the current officers and directors of the Company, including
Richard H. Currie, President, Chief Executive Officer and a Director, Max
Minkoff, Vice President and a Director and Glenn Petersen, Senior Vice
President, Chief Financial Officer and a Director. Additionally, the Company
will issue 615,000 shares of its common stock to a group of individuals as a
settlement of various employment claims and as compensation for assisting in the
structuring of the transaction. Included in this group are all of the current
officers and directors of the Company, including Richard H. Currie, Max Minkoff
and Glenn Petersen.

Unaudited consolidated financial statements for Sonoma, a diversified industrial
holding company, for the six month period ending June 30, 1997 show sales of
$2,224,040 and pretax earnings of $149,919.

Item 7.  Financial Statements and Exhibits

(a)   As of the date of this report, it is impracticable to provide the required
      financial statements for Sonoma. The required financial statements will be
      filed with an amendment to this report within 60 days of the date of this
      report.

(c)   Exhibits in accordance with the provisions of Item 601 of Regulation S-K:

Exhibit 2.2   Agreement and Plan of Reorganization between VictorMaxx
              Technologies, Inc. and Sonoma Holding Corp. as of 
              September 24, 1997.
SIGNATURES

Pursuant to the requirements of Securities Exchange Act of 1934, the Registrant
has duly caused this Current Report on Form 8-K to be signed on its behalf by
the undersigned, hereunto duly authorized.

                                VICTORMAXX TECHNOLOGIES, INC.

                                By:  /s/ Glenn Petersen
                                     -----------------------
                                     Glenn Petersen
                                     Vice President and Chief Financial Officer

Dated: September 29, 1997