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): February 29, 2000

                                OTC America, Inc.
                               ------------------
             (Exact Name of Registrant as Specified in its Charter)

           Colorado                    0-15992                   84-1031311
-----------------------------       -------------              -------------
(State or Other Jurisdiction        (Commission                (IRS Employer
       of Incorporation)            File Number)             Identification No.)


           600 17th Street, Suite 950 South
                  Denver, Colorado                          80202
                  ----------------                        ---------
         (Address of Principal Executive Offices)         (Zip Code)


Registrant's telephone number, including area code: (303) 260-6482






<PAGE>



Item 2.  Acquisition or Disposition of Assets

         On February  25,  2000,  OTC  America,  Inc.,  a Colorado  corporation,
Xtelegent Web Solutions, Inc., a Delaware corporation,  Colorado EMS Foundation,
Robert W. Dixon, and David T. Dixon  (collectively the  "Shareholders")  entered
into an agreement,  pursuant to which,  among other things, OTC America acquired
one  hundred  percent of the  outstanding  common  stock of  Xtelegent  from the
Sharesholders. Xtelegent owns and operates an Internet Service Provider business
based in central New York serving 11,600  subscribers.  The total  consideration
for the  acquisition  of the common stock of Xtelegent is 325,000  shares of OTC
America  common stock and for OTC America to assume all debt  obligations  which
includes the approximate $1.5 million advanced to Xtelegent by OTC America.  The
transaction closed effective February 29, 2000.

         Xtelegent is a private company which prior to the foregoing transaction
was owned  solely by Colorado  EMS  Foundation,  Robert  Dixon and David  Dixon.
Robert and David T.  Dixon are  members  of the Dixon  family,  who are the sole
owners of the Series A Preferred  stock of OTC  America.  While the  transaction
will be  treated  as a related  party  transaction,  the  terms of the  exchange
resulted from negotiations among the parties.

         The press release  announcing this transaction is filed as Exhibit 99.1
hereto.

Item 7.  Financial Statements and Exhibits.

         (a) Financial Statements of Businesses Acquired. The required financial
statements are not currently available. Pursuant to paragraph (a) (4) of Item 7,
the required financial statements will be filed as soon as practicable,  but not
later than sixty days after the date this Form 8-K is required to be filed.

         (b) Pro Forma Financial  Information.  The required pro forma financial
information is not currently available. Pursuant to paragraph (b) (2) of Item 7,
the  required  pro  forma  financial  information  will  be  filed  as  soon  as
practicable,  but not  later  than  sixty  days  after the date this Form 8-K is
required to be filed.

         (c) Exhibits.

         10.1 Stock  Purchase  Agreement  by and  between  OTC  America  and the
Shareholders of Xtelegent Web Solutions, Inc. dated February 25, 2000

         99.1 Press Release of the OTC America dated March 1, 2000.








<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.

Date: March 14, 2000                         OTC America Corp.


                                             By: /s/ Randy Phillips
                                                -----------------------------
                                                Randy Phillips, President
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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): February 29, 2000

                                OTC America, Inc.
                               ------------------
             (Exact Name of Registrant as Specified in its Charter)

           Colorado                    0-15992                   84-1031311
-----------------------------       -------------              -------------
(State or Other Jurisdiction        (Commission                (IRS Employer
       of Incorporation)            File Number)             Identification No.)

           600 17th Street, Suite 950 South
                  Denver, Colorado                          80202
                  ----------------                        ---------
         (Address of Principal Executive Offices)         (Zip Code)

Registrant's telephone number, including area code: (303) 260-6482
Item 2.  Acquisition or Disposition of Assets

         On February  25,  2000,  OTC  America,  Inc.,  a Colorado  corporation,
Xtelegent Web Solutions, Inc., a Delaware corporation,  Colorado EMS Foundation,
Robert W. Dixon, and David T. Dixon  (collectively the  "Shareholders")  entered
into an agreement,  pursuant to which,  among other things, OTC America acquired
one  hundred  percent of the  outstanding  common  stock of  Xtelegent  from the
Sharesholders. Xtelegent owns and operates an Internet Service Provider business
based in central New York serving 11,600  subscribers.  The total  consideration
for the  acquisition  of the common stock of Xtelegent is 325,000  shares of OTC
America  common stock and for OTC America to assume all debt  obligations  which
includes the approximate $1.5 million advanced to Xtelegent by OTC America.  The
transaction closed effective February 29, 2000.

         Xtelegent is a private company which prior to the foregoing transaction
was owned  solely by Colorado  EMS  Foundation,  Robert  Dixon and David  Dixon.
Robert and David T.  Dixon are  members  of the Dixon  family,  who are the sole
owners of the Series A Preferred  stock of OTC  America.  While the  transaction
will be  treated  as a related  party  transaction,  the  terms of the  exchange
resulted from negotiations among the parties.

         The press release  announcing this transaction is filed as Exhibit 99.1
hereto.

Item 7.  Financial Statements and Exhibits.

         (a) Financial Statements of Businesses Acquired. The required financial
statements are not currently available. Pursuant to paragraph (a) (4) of Item 7,
the required financial statements will be filed as soon as practicable,  but not
later than sixty days after the date this Form 8-K is required to be filed.

         (b) Pro Forma Financial  Information.  The required pro forma financial
information is not currently available. Pursuant to paragraph (b) (2) of Item 7,
the  required  pro  forma  financial  information  will  be  filed  as  soon  as
practicable,  but not  later  than  sixty  days  after the date this Form 8-K is
required to be filed.

         (c) Exhibits.

         10.1 Stock  Purchase  Agreement  by and  between  OTC  America  and the
Shareholders of Xtelegent Web Solutions, Inc. dated February 25, 2000

         99.1 Press Release of the OTC America dated March 1, 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.

Date: March 14, 2000                         OTC America Corp.

                                             By: /s/ Randy Phillips
                                                -----------------------------
                                                Randy Phillips, President