<HTML>
<HEAD>
<TITLE>March 10 2005 8K DOC</TITLE>
</HEAD>
<BODY LINK="#0000ff" VLINK="#800080">
<font FACE="Times New Roman" SIZE="2">


<DIV align=left>
<HR size="4" noshade color="#000000" style="margin-top: -5px">
<HR size="1" noshade color="#000000" style="margin-top: -10px">
</DIV>

<font size="3"><B><p align="center">UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, D.C. 20549</P></font></B>


<HR align=center SIZE=2 width="25%">
<br>
<font size="5"><B><p align="center">FORM 8-K</P></font></B>
<HR align=center SIZE=2 width="25%">


<font size="3"><B><p align="center">
                                       CURRENT REPORT<br>
          Pursuant to Section 13 or 15(d) of the  Securities Exchange Act of 1934
</P></font></B>

<font color="FF0000"><font size="3"><B><p align="center"> March 7, 2005<BR>
</font><font color="000000"><font size="3">
  Date of Report (Date of earliest event reported):
</B></p>
 <br>

<font size="6" color="#0000FF"><B><p align="center">
                               CO Liquidation, Inc.
</B></font><BR>
<font size="2">
            <i>(Exact name of registrant as specified in its charter)</i>
</font></p>



<P>&nbsp;
<TABLE COLS=3 WIDTH="100%" >
<TR>
<TD>
<font size="3"><B>
<CENTER><u>Delaware</u></CENTER>
</font></B>
</TD>
<TD>
<font size="3"><B>
<CENTER><u>000-32979</u></CENTER>
</font></B>
</TD>
<TD>
<font size="3"><B>
<CENTER><u>94-3392885</u></CENTER>
</font></B>
</TD>
</TR>

<TR>
<TD>
<font size="2">
<CENTER>&nbsp;<i>(State of other jurisdiction of incorporation)</i></CENTER>
</font>
</TD>


<TD>
<font size="2">
<CENTER>&nbsp;<i>(Commission File Number)</i></CENTER>
</font>
</TD>

<TD>
<font size="2">
<CENTER><i>(I.R.S. Employer Identification Number)</i></CENTER>
</font>
</TD>
</TR>
</TABLE>
<BR>



<font size="3"><B><p align="center">
                               One Market Street, Steuart Tower<BR>
                                           Suite 526<BR>
                             San Francisco, CA 94105
</U></B></font><BR>

<font size="2">
       <i> (Address of principal executive offices including zip code)</i>
</font></p>

<font size="3"><B><p align="center">
                                 (415) 644-8700
</font></B><br>

<font size="2">
               <i>  (Registrant's telephone number, including area code)</i>
</font></p>

<p align="center"><font size="3"><B>
                                Not Applicable
</B></font></u><br>


<font size="2">
          <i>(Former Name or Former Address, if Changed Since Last Report)</i>
</font></p>

<P align="left" style="font-size: 10pt">Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

<P align="left" style="font-size: 10pt"><FONT face="Wingdings">&#111;</FONT>&nbsp;&nbsp;Written
communications pursuant to Rule&nbsp;425 under the Securities Act (17 CFR 230.425)

<P align="left" style="font-size: 10pt"><FONT face="Wingdings">&#111;</FONT>&nbsp;&nbsp;Soliciting material
pursuant to Rule&nbsp;14a-12 under the Exchange Act (17 CFR 240.14a-12)

<P align="left" style="font-size: 10pt"><FONT face="Wingdings">&#111;</FONT>&nbsp;&nbsp;Pre-commencement
communications pursuant to Rule&nbsp;14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

<P align="left" style="font-size: 10pt"><FONT face="Wingdings">&#111;</FONT>&nbsp;&nbsp;Pre-commencement
communications pursuant to Rule&nbsp;13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

<DIV align=left>
<HR size="1" noshade color="#000000" style="margin-top: -2px">
<HR size="4" noshade color="#000000" style="margin-top: -10px">
</DIV>

<font size="2">

<FONT SIZE=2><B><P>Item 8.01.&#9;Other Events</P>
</B><P>&#9;On March 7, 2005, Computer Horizons Corporation
(&quot;CHC&quot;) filed a motion with the United States Bankruptcy Court for the
Northern District of California (Case Number 04-32820-DM-11) requesting that the
court vacate or amend its December 10, 2004 order granting the debtors' motion
to (i) sell certain assets of the debtors free and clear of liens, claims,
encumbrances and interests, and (ii) assume and assign contracts and leases
and/or modify such order to (i) exclude U.S. Patent Application Serial No.
10/128,985 (the &quot;Patent Application&quot;) and all related intellectual
property rights from the sale of the Web Service Patents to JGR Acquisition,
Inc. and (ii) exclude all intellectual property rights relating to the software
package known as Commerce One Xpress Suite (the &quot;Xpress Suite Assets&quot;)
from the sale of substantially all of the debtors' assets to Commerce
Acquisition, Inc.  CHC's motion is based on the grounds, among others, that the
debtors had previously sold the Patent Application and Xpress Suite Assets to
CHC in 2003.  The Patent Application was one of approximately 39 issued patents
and/or patent applications (including provisional applications) transferred to
JGR Acquisition in the asset sale.</P>
<P>We intend to oppose CHC's motion to vacate or modify the December 10, 2004
order, and believe that JGR Acquisition is now the owner of the Patent
Application.  We also believe that no other Xpress Suite Assets were sold as
part of the bankruptcy sale.  If CHC is not successful in moving the bankruptcy
court to vacate or modify the December 10, 2004 order, CHC may also seek and
recover damages against the estate for transferring the Patent Application in
the asset sale approved by the bankruptcy court.  We are continuing to assess
CHC's claims and its potential to recover damages, but cannot predict what
damages CHC would seek or could be granted by the bankruptcy court.</P>
<P>&#9;If the bankruptcy court grants CHC's motion to vacate or modify the
December 10, 2004 order, finds that the Patent Application was not properly
transferred to JGR Acquisition, or finds that the estate owes significant
damages to CHC based on its claims, the distribution of funds to our creditors
and/or stockholders could be delayed or reduced.</P>
<B><P>Forward Looking Statements </P>
</B><P>This current report on Form 8-K includes forward-looking statements
within the meaning of the securities laws. These forward-looking statements
include statements concerning our contesting CHC's motion, the ownership of the
Patent Application, CHC's claim to the Patent Application, the amount of damages
CHC could seek or be awarded if a claim for damages is made, and the timing and
amount of distributions of funds to our creditors and/or stockholders. These
statements reflect our current views and assumptions, and are subject to various
risks and uncertainties that could cause actual results to differ materially
from expectations. These factors include, but are not limited to, the following:
the potential for the Bankruptcy Court to approve CHC's motion; the potential
that JGR would not be deemed a bona fide purchaser of the Patent Application;
and other external factors, including economic, political and other global
conditions; and various other risks including, without limitation, those
discussed in our filings with the Securities and Exchange Commission, including
our annual report on Form 10-K for the year ended December 31, 2003 and our
quarterly report on Form 10-Q for the quarter ended June 30, 2004 and subsequent
current reports on Form 8-K. The information provided in this current report on
Form 8-K is current as of the date of its publication. We expressly disclaim any
obligation to release publicly any updates or revisions to any forward-looking
statements to reflect any changes in expectations, or any change in events or
circumstances on which those statements are based, unless otherwise required by
law.</P>

<BR>
<BR>
<BR>
<HR WIDTH="85%">
<BR>
<BR>
<BR>

<B><P ALIGN="CENTER">SIGNATURES</P>
</B><P>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.</P>

<TABLE BORDER=0 CELLSPACING=1 WIDTH=614>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=15><P></P></TD>
<TD WIDTH="50%" VALIGN="TOP" COLSPAN=2 HEIGHT=15>
<B><FONT SIZE=2><P>CO LIQUIDATION, INC.</B></FONT></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=15><P></P></TD>
<TD WIDTH="50%" VALIGN="TOP" COLSPAN=2 HEIGHT=15><P></P></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=15><P></P></TD>
<TD WIDTH="24%" VALIGN="TOP" HEIGHT=15>
<FONT SIZE=2><P>/s/ Peter Seidenberg
<HR NOSHADE SIZE=2>
</FONT></TD>
<TD WIDTH="10%" VALIGN="TOP" HEIGHT=15><P></P></TD>
<TD WIDTH="17%" VALIGN="TOP" HEIGHT=15><P></P></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=15><P></P></TD>
<TD WIDTH="50%" VALIGN="TOP" COLSPAN=2 HEIGHT=15>
<FONT SIZE=2><P>Peter Seidenberg</FONT></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP" HEIGHT=15><P></P></TD>
<TD WIDTH="50%" VALIGN="TOP" COLSPAN=2 HEIGHT=15>
<FONT SIZE=2><P>Senior Vice President and Chief Financial Officer</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=2><P>Date: March 10, 2005</P>


<BR>
<BR>
<BR>
<HR WIDTH="85%">
<BR>
<BR>
<BR>

</BODY>
</HTML>
[{"type": "8-K", "sequence": "1", "filename": "body8k.htm", "description": "FORM 8-K", "secsgml_size_bytes": 9088}]
{"company-data": {"conformed-name": "CO LIQUIDATION, INC.", "cik": "0001131806", "assigned-sic": "7373", "irs-number": "943392885", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-32979", "film-number": "05673590"}, "business-address": {"street1": "ONE MARKET, STEUART TOWER", "street2": "SUITE 526", "city": "SAN FRANCISCO", "state": "CA", "zip": "94105", "phone": "415-644-8721"}, "mail-address": {"street1": "ONE MARKET, STEUART TOWER", "street2": "SUITE 526", "city": "SAN FRANCISCO", "state": "CA", "zip": "94105"}, "former-company": [{"former-conformed-name": "COMMERCE ONE INC / DE/", "date-changed": "20010924"}, {"former-conformed-name": "NEW COMMERCE ONE HOLDING INC", "date-changed": "20010108"}]}
March 10 2005 8K DOC
UNITED STATES
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
March 7, 2005
Date of Report (Date of earliest event reported):
CO Liquidation, Inc.
(Exact name of registrant as specified in its charter)
Delaware
000-32979
94-3392885
(State of other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)
One Market Street, Steuart Tower
Suite 526
San Francisco, CA 94105
(Address of principal executive offices including zip code)
(415) 644-8700
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01.	Other Events
On March 7, 2005, Computer Horizons Corporation
("CHC") filed a motion with the United States Bankruptcy Court for the
Northern District of California (Case Number 04-32820-DM-11) requesting that the
court vacate or amend its December 10, 2004 order granting the debtors' motion
to (i) sell certain assets of the debtors free and clear of liens, claims,
encumbrances and interests, and (ii) assume and assign contracts and leases
and/or modify such order to (i) exclude U.S. Patent Application Serial No.
10/128,985 (the "Patent Application") and all related intellectual
property rights from the sale of the Web Service Patents to JGR Acquisition,
Inc. and (ii) exclude all intellectual property rights relating to the software
package known as Commerce One Xpress Suite (the "Xpress Suite Assets")
from the sale of substantially all of the debtors' assets to Commerce
Acquisition, Inc.  CHC's motion is based on the grounds, among others, that the
debtors had previously sold the Patent Application and Xpress Suite Assets to
CHC in 2003.  The Patent Application was one of approximately 39 issued patents
and/or patent applications (including provisional applications) transferred to
JGR Acquisition in the asset sale.
We intend to oppose CHC's motion to vacate or modify the December 10, 2004
order, and believe that JGR Acquisition is now the owner of the Patent
Application.  We also believe that no other Xpress Suite Assets were sold as
part of the bankruptcy sale.  If CHC is not successful in moving the bankruptcy
court to vacate or modify the December 10, 2004 order, CHC may also seek and
recover damages against the estate for transferring the Patent Application in
the asset sale approved by the bankruptcy court.  We are continuing to assess
CHC's claims and its potential to recover damages, but cannot predict what
damages CHC would seek or could be granted by the bankruptcy court.
If the bankruptcy court grants CHC's motion to vacate or modify the
December 10, 2004 order, finds that the Patent Application was not properly
transferred to JGR Acquisition, or finds that the estate owes significant
damages to CHC based on its claims, the distribution of funds to our creditors
and/or stockholders could be delayed or reduced.
Forward Looking Statements
This current report on Form 8-K includes forward-looking statements
within the meaning of the securities laws. These forward-looking statements
include statements concerning our contesting CHC's motion, the ownership of the
Patent Application, CHC's claim to the Patent Application, the amount of damages
CHC could seek or be awarded if a claim for damages is made, and the timing and
amount of distributions of funds to our creditors and/or stockholders. These
statements reflect our current views and assumptions, and are subject to various
risks and uncertainties that could cause actual results to differ materially
from expectations. These factors include, but are not limited to, the following:
the potential for the Bankruptcy Court to approve CHC's motion; the potential
that JGR would not be deemed a bona fide purchaser of the Patent Application;
and other external factors, including economic, political and other global
conditions; and various other risks including, without limitation, those
discussed in our filings with the Securities and Exchange Commission, including
our annual report on Form 10-K for the year ended December 31, 2003 and our
quarterly report on Form 10-Q for the quarter ended June 30, 2004 and subsequent
current reports on Form 8-K. The information provided in this current report on
Form 8-K is current as of the date of its publication. We expressly disclaim any
obligation to release publicly any updates or revisions to any forward-looking
statements to reflect any changes in expectations, or any change in events or
circumstances on which those statements are based, unless otherwise required by
law.
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.
CO LIQUIDATION, INC.
/s/ Peter Seidenberg
Peter Seidenberg
Senior Vice President and Chief Financial Officer
Date: March 10, 2005