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): April 10, 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.  Acquisition of Assets

On April 10, 1997, VictorMaxx Technologies, Inc. (the "Company") entered into an
agreement to acquire all of the outstanding capital stock of Rusty's Ribs of
America, Inc. ("Rusty's"). The transaction, which is expected to close in early
May 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 11,120,000 shares of its common stock to the shareholders
of Rusty's, as well as options to purchase an additional 10,000,000 shares of
its common stock at an exercise price of $.50 per share. Mr. Kevin Koy, the
former President, Chief Executive Officer and a Director of the Company, is
affiliated with Rusty's. Additionally, the Company will issue 1,550,000 shares
of its common stock and options to purchase an additional 140,000 shares of its
common stock at an exercise price of $.40 per share 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 1,200,000 shares of its common stock and preferred stock
convertible into 800,000 shares of its common stock to the group of individuals
responsible for structuring the transaction. Included in this group are Mr. Koy
and Mr. Petersen.

Rusty's currently owns and operates two restaurants, one under the name
Brother's Ribs in Lake Zurich, Illinois and a second operating under the name
Rusty's Hickory House in Aspen, Colorado. It has reached a tentative agreement
to acquire a third location and plans to create a national chain of franchised
and company-owned barbecued rib and chicken restaurants to be known as Rusty's
Ribs. There can be no assurances that Rusty's will acquire the third location or
succeed with its plans to create a national chain of restaurants.

Item 7.  Financial Statements and Exhibits

(a)   As of the date of this report, it is impracticable to provide the required
      financial statements for Rusty's. 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 Rusty's Ribs of America, Inc. as of April 10,
            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: April 15, 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): April 10, 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.  Acquisition of Assets

On April 10, 1997, VictorMaxx Technologies, Inc. (the "Company") entered into an
agreement to acquire all of the outstanding capital stock of Rusty's Ribs of
America, Inc. ("Rusty's"). The transaction, which is expected to close in early
May 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 11,120,000 shares of its common stock to the shareholders
of Rusty's, as well as options to purchase an additional 10,000,000 shares of
its common stock at an exercise price of $.50 per share. Mr. Kevin Koy, the
former President, Chief Executive Officer and a Director of the Company, is
affiliated with Rusty's. Additionally, the Company will issue 1,550,000 shares
of its common stock and options to purchase an additional 140,000 shares of its
common stock at an exercise price of $.40 per share 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 1,200,000 shares of its common stock and preferred stock
convertible into 800,000 shares of its common stock to the group of individuals
responsible for structuring the transaction. Included in this group are Mr. Koy
and Mr. Petersen.

Rusty's currently owns and operates two restaurants, one under the name
Brother's Ribs in Lake Zurich, Illinois and a second operating under the name
Rusty's Hickory House in Aspen, Colorado. It has reached a tentative agreement
to acquire a third location and plans to create a national chain of franchised
and company-owned barbecued rib and chicken restaurants to be known as Rusty's
Ribs. There can be no assurances that Rusty's will acquire the third location or
succeed with its plans to create a national chain of restaurants.

Item 7.  Financial Statements and Exhibits

(a)   As of the date of this report, it is impracticable to provide the required
      financial statements for Rusty's. 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 Rusty's Ribs of America, Inc. as of April 10,
            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: April 15, 1997