SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

   Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

                         Date of Report: April 19, 2005
                        (Date of earliest event reported)

                               BECOMING ART, INC.
             (Exact name of registrant as specified in its charter)

          Nevada                      000-51125              Applied For
(State or other jurisdiction of  (Commission File No.)      (IRS Employer
       incorporation)                                    Identification No.)

                               867 West 8th Avenue
                   Vancouver, British Columbia, Canada V5Z 1E3
                    (Address of Principal Executive Offices)

                                 (604) 727-8402
               Registrant's telephone number including area code)

          (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:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
<PAGE>

Item 1.01 Entry into a Material Definitive Agreement.

Effective as of April 19, 2005,  we entered into an Agreement and Plan of Merger
(the "Merger  Agreement") by and among us, 20/20  Acquisition,  Inc., a Delaware
corporation  that is a  newly-formed,  wholly-owned  subsidiary  of ours ("20/20
Acquisition"),  and 20/20 Technologies,  Inc., a Delaware corporation ("20/20").
Pursuant to the Merger Agreement, we will acquire all of the outstanding capital
stock of 20/20 through the merger (the "Merger") of 20/20  Acquisition  with and
into 20/20, with 20/20 being the surviving corporation. The Merger is subject to
certain  conditions   including,   among  other  things,   approval  of  20/20's
stockholders.  There can be no  assurance  that the Merger will be  completed as
contemplated, if at all.

      Set forth below is a summary of the material terms of the Merger Agreement
which is qualified in its entirety by reference to the Merger  Agreement,  which
is  attached  as  Exhibit  10.1 to this Form 8-K and is  incorporated  herein by
reference.

Merger Structure

      Pursuant  to the  Merger  Agreement,  subject to  satisfaction  of certain
conditions, 20/20 will be merged with and into 20/20 Acquisition, and 20/20 will
continue as the corporation  surviving the Merger. As a result of the Merger, we
will acquire 100% of the outstanding  stock of 20/20,  and 20/20 will become our
wholly-owned subsidiary. As consideration for the shares of 20/20, we will issue
to the  stockholders  of 20/20  shares of our common stock  ("Common  Stock") in
exchange for their outstanding shares of 20/20 common stock and preferred stock.
We will also  reserve  shares of our Common Stock to be issued upon the exercise
of options, warrants and other rights to acquire shares of 20/20.  Additionally,
in connection with the Merger,  the charter and bylaws of 20/20 Acquisition that
are in  effect  prior  to the  Merger  will be the  charter  and  bylaws  of the
surviving  corporation after the Merger, until later amended as provided therein
and under applicable law.

The  consummation  of the  Merger  is  subject  to  certain  closing  conditions
summarized  below under the section,  "Conditions  to Closing." One such closing
condition is that simultaneous with the closing of the Merger, we consummate the
initial closing of our current offering of Units (the  "Offering").  Pursuant to
the  Offering,  we are  offering  for sale a minimum of 90 Units  (the  "Minimum
Offering")  and a maximum  of 90 Units  (the  "Maximum  Offering"),  subject  to
increase  in our  discretion  to up to 800 units.  Each Unit  consists of 10,000
shares of our Common Stock and a three-year  warrant to purchase 5,000 shares of
our Common Stock at a purchase price of $4.50 per share. Each Unit is offered at
a purchase price of $30,000 per Unit, which would result in gross proceeds to us
of $2,700,000 to $21,000,000,  depending upon the sale of the Minimum or Maximum
Offering,  respectively. The initial closing of the Offering may occur if, among
other things, we accept subscriptions for the sale of the Minimum Offering.  The
Offering  is being  made by us  pursuant  to a  Confidential  Private  Placement
Memorandum  and the  description  of the Offering  provided  herein is not to be
construed as an offer to purchase  securities.  In connection with the Offering,
we have engaged a placement agent to assist us in the sale of Units, and we have
agreed to issue to the placement  agent or its  designees,  up to 250,000 shares
and five-year  warrants to purchase up to 700,000  shares at a purchase price of
$3.00 per share, assuming sale of the Maximum Offering.


                                       2
<PAGE>

Merger Consideration and Conversion of Securities

      As of the effective date of the Merger,  there will be 1,500,000 shares of
our  Common  Stock  outstanding.   Once  the  Merger  becomes   effective,   the
consideration for the Merger will be allocated to 20/20's stockholders,  as well
as the stockholders of Acquisition Corp., as follows:

      o     Each share of common  stock of 20/20  Acquisition  will be converted
            into and become one fully  paid and  nonassessable  share of capital
            stock of the surviving corporation.

      o     Each share of 20/20 common stock will be converted into the right to
            receive one-half (1/2) of one share of our Common Stock.

      o     Each share of 20/20  Series A  Convertible  Preferred  Stock will be
            converted  into the right to receive  one-half (1/2) of one share of
            our Common Stock.

      o     Each  share of 20/20  Series B and  Series C  Convertible  Preferred
            Stock will be converted into the right to receive  one-half (1/2) of
            one share of our Common  Stock at the  closing  of the  Merger  (the
            "Initial  Exchange  Amount").  In order to account for the  dilutive
            effect with respect to the  1,500,000  shares of our Common Stock to
            be  outstanding  immediately  prior to the  closing  of the  Merger,
            20/20's  issuance of 991,000  shares to a pre-merger  bridge lender,
            and  the  effective  per  share  price  of the  shares  sold  in the
            Offering,   the  Merger  Agreement  provides  for  the  issuance  of
            additional  shares of our Common Stock (the "Additional  Shares") to
            holders of 20/20's Series B and Series C Convertible Preferred Stock
            at the closing of the Offering.  The amount of Additional  Shares to
            be issued,  if any, shall be equal to the amount that the product of
            the Initial  Exchange  Amount  multiplied by the "Ratchet  Quotient"
            (defined below) exceeds the Initial  Exchange  Amount.  The "Ratchet
            Quotient" is equal to: (x) 2.188982  (representing  the stated value
            of 20/20's Series B and C Convertible  Preferred  Stock,  $1.094491,
            multiplied  by two,  to give  effect  to the  conversion  ratio  for
            20/20's other  outstanding  shares at a 1:1/2 ratio)  divided by the
            Blended Offering Price (defined below). The "Blended Offering Price"
            is the quotient  obtained by dividing (i) the gross proceeds  raised
            by us in connection with the Offering, calculated at the termination
            of the  Offering,  by (ii) the sum of 2,491,000  plus the  aggregate
            number of shares of our Common  Stock issued  through the  Offering,
            calculated as of the termination of the Offering; provided, however,
            that in no event shall the Blended  Offering  Price be greater  than
            $2.188982.

      In  order  to  effectuate  this  exchange  of  securities  and to  receive
certificates  representing  their shares of our Common Stock, 20/20 stockholders
must surrender their  certificate(s)  formerly  representing  ownership of 20/20
capital stock. Promptly after the Merger becomes effective, we will mail to each
stockholder a letter of transmittal for delivery of such  certificate(s)  to us,
along  with   instructions   for  use  in  effecting   the  surrender  of  these
certificate(s).  20/20 stockholders must then deliver the certificates to us or,
if the certificates are no longer available to the holder,  must instead deliver
an affidavit  of lost  certificate  and  indemnification  or surety bond.  20/20
stockholders  also must deliver to us the properly  completed  and duly executed
letter of  transmittal.  Upon receipt of the  certificate(s)  and the  completed
letter of transmittal,  we will issue new certificate(s) representing the number
of shares of our Common  Stock that the  stockholder  is  entitled to receive in
accordance with the conversion ratios above.  Notwithstanding  the above, we are
not required to mail or cause to be mailed, a letter of transmittal to any 20/20
stockholder  if the  stockholder  has  previously  agreed  or  consented  to the
exchange  of  certificates  that are held in custody by 20/20 for the benefit of
the 20/20 stockholder.


                                       3
<PAGE>

      In  connection  with the  exchange of 20/20  capital  stock for our Common
Stock, no fractional  shares of our Common Stock will be issued.  Any fractional
share of our Common Stock that a 20/20  stockholder  would otherwise be entitled
to receive as a result of the Merger shall be aggregated.  If a fractional share
of our Common Stock results from such aggregation, the number of shares required
to be issued to such 20/20  stockholder shall be rounded up to the nearest whole
number of shares of our Common Stock.

      In addition to the  conversions  of 20/20  capital  stock,  the  following
conversions will take place with respect to outstanding 20/20 options, warrants,
notes and incentive awards:

      o     Each option and warrant to acquire shares of 20/20 common stock will
            be  converted  into a right to acquire one half (1/2) as many shares
            of our  Common  Stock at an  exercise  price  equal to two times the
            exercise price stated in the option or warrant, subject in all other
            respects to the terms and  conditions  of the  original  options and
            warrants.

      o     Each right to acquire shares of 20/20 Series B Convertible Preferred
            Stock under 20/20 Series B Convertible Preferred Stock Warrants will
            be  converted  into a right to acquire one half (1/2) as many shares
            of our  Common  Stock at an  exercise  price  equal  to the  Blended
            Offering  Price,  subject  in all  other  respects  to the terms and
            conditions  of the original  Series B  Convertible  Preferred  Stock
            Warrant.

      o     Each right to acquire shares of 20/20 Series C Convertible Preferred
            Stock under 20/20 Series C Convertible Preferred Stock Warrants will
            be converted into the right to acquire one half (1/2) as many shares
            of our  Common  Stock at an  exercise  price  equal  to the  Blended
            Offering  Price,  subject  in all  other  respects  to the terms and
            conditions  of the original  Series C  Convertible  Preferred  Stock
            Warrants.

      o     All  outstanding   awards  previously  granted  under  20/20's  2004
            Long-Term  Incentive Plan and 2005 Long-Term  Incentive Plan will be
            exercisable  solely for shares of our Common  Stock,  as adjusted by
            the exchange ratio of 1/2 share of our Common Stock for each one (1)
            share of 20/20 common stock.  The  Incentive  Plans will continue as
            plans of ours.

      o     Each outstanding 20/20 Series C Bridge Note will be convertible into
            units consisting of: (i) shares of our Common Stock (the "Conversion
            Shares")  equal to the quotient  obtained by dividing the  principal
            amount of the Series C Bridge  Note by the Blended  Offering  Price;
            and (ii) a warrant to  purchase  that number of shares of our Common
            Stock  equal  to the  Conversion  Shares  multiplied  by  0.25 at an
            exercise price equal to the Blended Offering Price. The terms of the
            20/20 Series C Bridge Notes otherwise will remain unchanged.

      In  connection  with the  exchange of 20/20  options,  warrants  and other
rights, no fractional shares of our Common Stock will be issued.  Any fractional
share of our Common Stock that a 20/20  stockholder  would otherwise be entitled
to receive as a result of the Merger shall be aggregated.  If a fractional share
of our Common Stock results from such aggregation, the number of shares required
to be issued to such 20/20  stockholder shall be rounded up to the nearest whole
number of shares of our Common Stock.


                                       4
<PAGE>

Merger Closing

      The Merger will be consummated  and become  effective on the closing date,
which will be the date on which the  conditions  to  closing  are  fulfilled  or
waived in accordance with the Merger  Agreement  (other than conditions that can
be satisfied only at the closing of the Merger,  but subject to the  fulfillment
or waiver of those conditions),  or on such other date as we and 20/20 may agree
in writing.

Conditions to Closing

      Mutual Conditions to Each Party's Obligation

      The respective obligations of each party to the Merger Agreement to effect
the Merger and the other  transactions  contemplated by the Merger Agreement are
subject  to  the  mutual  satisfaction  or  waiver  (where  permissible)  of the
following conditions:

      o     the  applicable  representations  and  warranties  under the  Merger
            Agreement  must be true and correct in all material  respects at and
            as of the closing date;

      o     each  party  must  have  performed  and  complied  with  each of its
            agreements and conditions under the Merger Agreement in all material
            respects at and as of the closing date; and

      o     there must not have been any event or  circumstance  resulting  in a
            material adverse effect,  and no event should reasonably be expected
            to result in a material adverse effect.

      Additional Conditions to the Obligations of Us and 20/20 Acquisition

      Our  obligations  and the  obligations of 20/20  Acquisition to effect the
Merger  and the other  transactions  contemplated  by the Merger  Agreement  are
subject to the  fulfillment  of the  following  conditions,  any of which may be
waived in whole or in part by us:

      o     we and 20/20  Acquisition must have received a certificate  executed
            by 20/20's chief  executive  officer  certifying that it has met the
            three mutual conditions set forth above;

      o     the Merger must occur simultaneously with the initial closing of our
            Offering;

      o     no action or  proceeding  before  any  court,  governmental  body or
            agency  shall  have  been  threatened,  asserted  or  instituted  to
            restrain or prohibit,  or to obtain  substantial  damages in respect
            of, the Merger Agreement or the related transactions; and

      o     we and 20/20  Acquisition must have received (a) certified copies of
            resolutions   of  20/20's  board  of  directors   and   stockholders
            authorizing  and  approving  the  Merger  and  certifying  that  the
            certificate  of   incorporation   and  bylaws  of  20/20  previously
            delivered to us and 20/20  Acquisition have been validly adopted and
            not amended or modified; (b) a certificate of incumbency executed by
            20/20's  secretary;  and (c) evidence as of a recent date of 20/20's
            good standing in the State of Delaware.


                                       5
<PAGE>

      Additional Conditions to 20/20's Obligations

      20/20's  obligations  to effect  the  Merger  and the  other  transactions
contemplated  by the Merger  Agreement  are  subject to the  fulfillment  of the
following conditions, any of which 20/20 may waive in whole or in part:

      o     20/20 must have  received a certificate  executed by the  respective
            presidents of us and 20/20 Acquisition  certifying that we and 20/20
            Acquisition have met the three mutual conditions set forth above;

      o     20/20 must have  received the  following:  (a)  certified  copies of
            resolutions  of our and 20/20  Acquisition's  board of directors and
            the sole stockholder of 20/20 Acquisition  authorizing and approving
            the  Merger;  (b)  a  certificate  of  incumbency  executed  by  the
            respective   secretaries  of  us  and  20/20   Acquisition;   (c)  a
            certificate  executed by the respective  secretaries of us and 20/20
            Acquisition  certifying that the necessary  governmental  and agency
            consents have been obtained for the  consummation  of the Merger and
            that no actions have been threatened against us or 20/20 Acquisition
            in connection  with the Merger  Agreement;  (d) a certificate of our
            transfer agent certifying certain  information  regarding our Common
            Stock;  (e) a letter from our  transfer  agent  certifying  that the
            number of our shares of issued  and  outstanding  as of the  closing
            date  of the  Merger  is no  more  than  1,500,000  shares;  (f) the
            executed  resignations  of all of our  directors  and  officers  and
            executed  releases  from each of such  officers and  directors;  (g)
            evidence  as of a recent  date of the good  standing of us and 20/20
            Acquisition in the respective states of  incorporation;  and (h) any
            additional supporting documentation that 20/20 may request.

      o     certain of our  stockholders  must have executed an  indemnification
            agreement  providing for the payment of damages in  accordance  with
            the indemnification provisions explained herein;

      o     20/20  must be  satisfied  with  the  results  of its due  diligence
            investigation and evaluation of us and 20/20 Acquisition; and

      o     not more than one percent (1.0%) of 20/20's  stockholders  must have
            exercised their rights to appraisal and payment under Section 262 of
            Delaware General Corporation Law.

Representations and Warranties

      The Merger Agreement includes various customary covenants, representations
and warranties made by each of us, 20/20 and 20/20 Acquisition.

Additional Agreements Contained in the Merger Agreement

      Each of the parties to the Merger Agreement agrees to use its commercially
reasonable  best  efforts  to take  any  actions  necessary  to  consummate  the
transactions contemplated by the Merger Agreement and to obtain any governmental
or regulatory waivers,  consents or approvals as necessary.  20/20 has agreed to
use its reasonable best efforts to obtain from its stockholders  approval of the
Merger Agreement and the related transactions.


                                       6
<PAGE>

      Upon the  closing of the  Merger,  we will  change our  corporate  name to
"20/20 Technologies  Global Holdings,  Inc." and will use our reasonable efforts
to list our Common  Stock for  trading on the  American  Stock  Exchange  or the
NASDAQ SmallCap Market.

Change in Directors and Officers

      In connection with the Merger,  the size of our board of directors will be
increased  from  two  (2)  directors  to five  (5)  directors.  Three  directors
designated by 20/20 (collectively,  the "20/20 Directors"), will be appointed to
fill the  newly-created  directorships,  and our two  incumbent  directors  will
resign from our board of  directors,  and there will exist two  vacancies on our
board.  These two  vacancies  will be filled by the board of directors  once the
board finds suitable candidates to fill such vacancies.

      Additionally,  upon  consummation  of  the  Merger,  we  will  accept  the
resignations of our executive officers. Concurrent with these resignations,  our
board of directors will appoint executive officers designated by 20/20.

Indemnification

      We have agreed to indemnify and hold harmless 20/20 and its  stockholders,
which  we refer to  collectively  as the  "indemnified  parties,"  from,  and to
reimburse the indemnified parties for, any losses, liabilities, claims, damages,
expenses,  including, without limitation, costs of investigation and defense and
reasonable attorneys' fees, or diminution of value arising from or in connection
with:

      o     any material inaccuracy in any of the representations and warranties
            of us and  20/20  Acquisition  in  the  Merger  Agreement  or in any
            certificate thereunder,  or any actions,  omissions or statements of
            fact inconsistent with any such representations or warranties;

      o     any failure by us and 20/20  Acquisition to perform or comply in any
            material  respect  with any  covenant  or  agreement  in the  Merger
            Agreement;

      o     any claim for brokerage or finder's fees or  commissions  or similar
            payments based upon any agreement or  understanding  alleged to have
            been  made by any  such  party  with  us and  20/20  Acquisition  in
            connection with any of the  transactions  contemplated by the Merger
            Agreement;

      o     taxes attributable to any transaction or event occurring on or prior
            to the closing of the Merger;

      o     any claim relating to or arising out of any liabilities reflected on
            the financial  statements  of us or with respect to accounting  fees
            arising thereafter; or

      o     any litigation,  action,  claim,  proceeding or investigation by any
            third party relating to or arising out of the business or operations
            of us, or our  actions or any holder of our  capital  stock prior to
            the effective time of the Merger.


                                       7
<PAGE>

      The representations,  warranties, covenants and agreements of us and 20/20
Acquisition contained in the Merger Agreement,  or any related instrument,  will
survive  for a period of twelve  (12)  months  after the  closing of the Merger.
However,  neither we nor 20/20  Acquisition will have any liability with respect
to any  representation  or warranty unless we are given a notice of the claim on
or before the one-year  anniversary of the closing date. The representations and
warranties of 20/20 contained in the Merger Agreement or any related  instrument
will terminate at, and have no further force and effect after, the closing date.
Our  aggregate  liability  under the  indemnification  provisions  of the Merger
Agreement is limited to $500,000.

Termination of the Merger Agreement

      The Merger  Agreement  may be terminated  and the Merger  abandoned at any
time prior to closing, before or after the approval by our stockholders,  either
by:

      o     mutual written consent of all the parties thereto;

      o     20/20,  if we or  20/20  Acquisition  (i)  fail  to  perform  in any
            material  respect  any of the  agreements  contained  in the  Merger
            Agreement  as  required  to be  performed  by us on or  prior to the
            closing date, or (ii) materially breach any of our  representations,
            warranties or covenants  contained in the Merger Agreement,  and the
            failure  or breach is not cured  within  thirty  (30) days after the
            20/20  has  notified  us of  its  intent  to  terminate  the  Merger
            Agreement;

      o     us and  20/20  Acquisition,  if 20/20 (i)  fails to  perform  in any
            material  respect  any of its  agreements  contained  in the  Merger
            Agreement  as required to be  performed  by 20/20 on or prior to the
            closing date, or (ii) materially breach any of its  representations,
            warranties or covenants  contained in the Merger Agreement,  and the
            failure or breach is not cured within thirty (30) days after we have
            notified 20/20 of our intent to terminate the Merger Agreement;

      o     any party to the  Merger  Agreement,  if there is any  order,  writ,
            injunction  or  decree of any court or  governmental  or  regulatory
            agency  that  prohibits  or  materially  restrains  the  party  from
            consummating the transactions under the Merger Agreement;

      o     any party to the Merger Agreement, in the event the closing date has
            not  occurred on or before May 31,  2005,  for any reason other than
            delay or nonperformance of the party seeking termination;

      o     20/20,  if  20/20  is not  satisfied  with  the  results  of its due
            diligence  investigation  and  this  condition  to  closing  is  not
            complete on or prior to May 31, 2005; or

      o     20/20, if 20/20's board of directors determines in good faith, based
            upon advice of legal  counsel,  that  termination  is  necessary  to
            comply with its fiduciary duties under applicable law.

      Any  termination  of the Merger  Agreement will relieve all parties of any
liability or further  obligation to any party under the Merger  Agreement,  with
certain exceptions including,  without limitation,  idemnification  obligations.
Termination  will not relieve any party from  liability  in the case of material
breach  of the  Merger  Agreement,  however.  If  20/20  terminates  the  Merger
Agreement   pursuant  to  a  material   breach  by  us,  we  must  pay  20/20  a
non-refundable fee of $50,000.  If we terminate the Merger Agreement pursuant to
a material breach by 20/20, 20/20 must pay us a non-refundable fee of $5,000.


                                       8
<PAGE>

Description of 20/20 and its Business

      20/20 is a holding company which operates  primarily through its operating
subsidiaries,  20/20  Technologies I, LLC, a Delaware limited liability company,
and Magenta  netLogic Ltd., a company limited by shares and  incorporated  under
the laws of  England  and Wales.  20/20 is a network  integration  software  and
information company that focuses primarily on providing full-service  consulting
to assist  clients in  optimizing  their  telecommunications  networks  and also
provides  clients,  on a global basis,  accurate  market  information  regarding
circuit pricing and design via its proprietary exchange.

Item 9.01 Financial Statements and Exhibits

Exhibit           Description

10.1              Agreement  and Plan of Merger (the "Merger  Agreement")  dated
                  April  19,  2005,  by and  among  Becoming  Art,  Inc.,  20/20
                  Acquisition, Inc. and 20/20 Technologies, Inc.

                                   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.

Dated:   April 19, 2005

                                                BECOMING ART, INC.


                                                By:   /s/  Michael Hanson
                                                      --------------------------
                                                Its:  Chief Executive Officer


                                       9
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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 and Exchange Act of 1934

                         Date of Report: April 19, 2005
                        (Date of earliest event reported)

                               BECOMING ART, INC.
             (Exact name of registrant as specified in its charter)

          Nevada                      000-51125              Applied For
(State or other jurisdiction of  (Commission File No.)      (IRS Employer
       incorporation)                                    Identification No.)

                               867 West 8th Avenue
                   Vancouver, British Columbia, Canada V5Z 1E3
                    (Address of Principal Executive Offices)

                                 (604) 727-8402
               Registrant's telephone number including area code)

          (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:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.

Effective as of April 19, 2005,  we entered into an Agreement and Plan of Merger
(the "Merger  Agreement") by and among us, 20/20  Acquisition,  Inc., a Delaware
corporation  that is a  newly-formed,  wholly-owned  subsidiary  of ours ("20/20
Acquisition"),  and 20/20 Technologies,  Inc., a Delaware corporation ("20/20").
Pursuant to the Merger Agreement, we will acquire all of the outstanding capital
stock of 20/20 through the merger (the "Merger") of 20/20  Acquisition  with and
into 20/20, with 20/20 being the surviving corporation. The Merger is subject to
certain  conditions   including,   among  other  things,   approval  of  20/20's
stockholders.  There can be no  assurance  that the Merger will be  completed as
contemplated, if at all.

      Set forth below is a summary of the material terms of the Merger Agreement
which is qualified in its entirety by reference to the Merger  Agreement,  which
is  attached  as  Exhibit  10.1 to this Form 8-K and is  incorporated  herein by
reference.

Merger Structure

      Pursuant  to the  Merger  Agreement,  subject to  satisfaction  of certain
conditions, 20/20 will be merged with and into 20/20 Acquisition, and 20/20 will
continue as the corporation  surviving the Merger. As a result of the Merger, we
will acquire 100% of the outstanding  stock of 20/20,  and 20/20 will become our
wholly-owned subsidiary. As consideration for the shares of 20/20, we will issue
to the  stockholders  of 20/20  shares of our common stock  ("Common  Stock") in
exchange for their outstanding shares of 20/20 common stock and preferred stock.
We will also  reserve  shares of our Common Stock to be issued upon the exercise
of options, warrants and other rights to acquire shares of 20/20.  Additionally,
in connection with the Merger,  the charter and bylaws of 20/20 Acquisition that
are in  effect  prior  to the  Merger  will be the  charter  and  bylaws  of the
surviving  corporation after the Merger, until later amended as provided therein
and under applicable law.

The  consummation  of the  Merger  is  subject  to  certain  closing  conditions
summarized  below under the section,  "Conditions  to Closing." One such closing
condition is that simultaneous with the closing of the Merger, we consummate the
initial closing of our current offering of Units (the  "Offering").  Pursuant to
the  Offering,  we are  offering  for sale a minimum of 90 Units  (the  "Minimum
Offering")  and a maximum  of 90 Units  (the  "Maximum  Offering"),  subject  to
increase  in our  discretion  to up to 800 units.  Each Unit  consists of 10,000
shares of our Common Stock and a three-year  warrant to purchase 5,000 shares of
our Common Stock at a purchase price of $4.50 per share. Each Unit is offered at
a purchase price of $30,000 per Unit, which would result in gross proceeds to us
of $2,700,000 to $21,000,000,  depending upon the sale of the Minimum or Maximum
Offering,  respectively. The initial closing of the Offering may occur if, among
other things, we accept subscriptions for the sale of the Minimum Offering.  The
Offering  is being  made by us  pursuant  to a  Confidential  Private  Placement
Memorandum  and the  description  of the Offering  provided  herein is not to be
construed as an offer to purchase  securities.  In connection with the Offering,
we have engaged a placement agent to assist us in the sale of Units, and we have
agreed to issue to the placement  agent or its  designees,  up to 250,000 shares
and five-year  warrants to purchase up to 700,000  shares at a purchase price of
$3.00 per share, assuming sale of the Maximum Offering.

                                       2
Merger Consideration and Conversion of Securities

      As of the effective date of the Merger,  there will be 1,500,000 shares of
our  Common  Stock  outstanding.   Once  the  Merger  becomes   effective,   the
consideration for the Merger will be allocated to 20/20's stockholders,  as well
as the stockholders of Acquisition Corp., as follows:

      o     Each share of common  stock of 20/20  Acquisition  will be converted
            into and become one fully  paid and  nonassessable  share of capital
            stock of the surviving corporation.

      o     Each share of 20/20 common stock will be converted into the right to
            receive one-half (1/2) of one share of our Common Stock.

      o     Each share of 20/20  Series A  Convertible  Preferred  Stock will be
            converted  into the right to receive  one-half (1/2) of one share of
            our Common Stock.

      o     Each  share of 20/20  Series B and  Series C  Convertible  Preferred
            Stock will be converted into the right to receive  one-half (1/2) of
            one share of our Common  Stock at the  closing  of the  Merger  (the
            "Initial  Exchange  Amount").  In order to account for the  dilutive
            effect with respect to the  1,500,000  shares of our Common Stock to
            be  outstanding  immediately  prior to the  closing  of the  Merger,
            20/20's  issuance of 991,000  shares to a pre-merger  bridge lender,
            and  the  effective  per  share  price  of the  shares  sold  in the
            Offering,   the  Merger  Agreement  provides  for  the  issuance  of
            additional  shares of our Common Stock (the "Additional  Shares") to
            holders of 20/20's Series B and Series C Convertible Preferred Stock
            at the closing of the Offering.  The amount of Additional  Shares to
            be issued,  if any, shall be equal to the amount that the product of
            the Initial  Exchange  Amount  multiplied by the "Ratchet  Quotient"
            (defined below) exceeds the Initial  Exchange  Amount.  The "Ratchet
            Quotient" is equal to: (x) 2.188982  (representing  the stated value
            of 20/20's Series B and C Convertible  Preferred  Stock,  $1.094491,
            multiplied  by two,  to give  effect  to the  conversion  ratio  for
            20/20's other  outstanding  shares at a 1:1/2 ratio)  divided by the
            Blended Offering Price (defined below). The "Blended Offering Price"
            is the quotient  obtained by dividing (i) the gross proceeds  raised
            by us in connection with the Offering, calculated at the termination
            of the  Offering,  by (ii) the sum of 2,491,000  plus the  aggregate
            number of shares of our Common  Stock issued  through the  Offering,
            calculated as of the termination of the Offering; provided, however,
            that in no event shall the Blended  Offering  Price be greater  than
            $2.188982.

      In  order  to  effectuate  this  exchange  of  securities  and to  receive
certificates  representing  their shares of our Common Stock, 20/20 stockholders
must surrender their  certificate(s)  formerly  representing  ownership of 20/20
capital stock. Promptly after the Merger becomes effective, we will mail to each
stockholder a letter of transmittal for delivery of such  certificate(s)  to us,
along  with   instructions   for  use  in  effecting   the  surrender  of  these
certificate(s).  20/20 stockholders must then deliver the certificates to us or,
if the certificates are no longer available to the holder,  must instead deliver
an affidavit  of lost  certificate  and  indemnification  or surety bond.  20/20
stockholders  also must deliver to us the properly  completed  and duly executed
letter of  transmittal.  Upon receipt of the  certificate(s)  and the  completed
letter of transmittal,  we will issue new certificate(s) representing the number
of shares of our Common  Stock that the  stockholder  is  entitled to receive in
accordance with the conversion ratios above.  Notwithstanding  the above, we are
not required to mail or cause to be mailed, a letter of transmittal to any 20/20
stockholder  if the  stockholder  has  previously  agreed  or  consented  to the
exchange  of  certificates  that are held in custody by 20/20 for the benefit of
the 20/20 stockholder.

                                       3
In  connection  with the  exchange of 20/20  capital  stock for our Common
Stock, no fractional  shares of our Common Stock will be issued.  Any fractional
share of our Common Stock that a 20/20  stockholder  would otherwise be entitled
to receive as a result of the Merger shall be aggregated.  If a fractional share
of our Common Stock results from such aggregation, the number of shares required
to be issued to such 20/20  stockholder shall be rounded up to the nearest whole
number of shares of our Common Stock.

      In addition to the  conversions  of 20/20  capital  stock,  the  following
conversions will take place with respect to outstanding 20/20 options, warrants,
notes and incentive awards:

      o     Each option and warrant to acquire shares of 20/20 common stock will
            be  converted  into a right to acquire one half (1/2) as many shares
            of our  Common  Stock at an  exercise  price  equal to two times the
            exercise price stated in the option or warrant, subject in all other
            respects to the terms and  conditions  of the  original  options and
            warrants.

      o     Each right to acquire shares of 20/20 Series B Convertible Preferred
            Stock under 20/20 Series B Convertible Preferred Stock Warrants will
            be  converted  into a right to acquire one half (1/2) as many shares
            of our  Common  Stock at an  exercise  price  equal  to the  Blended
            Offering  Price,  subject  in all  other  respects  to the terms and
            conditions  of the original  Series B  Convertible  Preferred  Stock
            Warrant.

      o     Each right to acquire shares of 20/20 Series C Convertible Preferred
            Stock under 20/20 Series C Convertible Preferred Stock Warrants will
            be converted into the right to acquire one half (1/2) as many shares
            of our  Common  Stock at an  exercise  price  equal  to the  Blended
            Offering  Price,  subject  in all  other  respects  to the terms and
            conditions  of the original  Series C  Convertible  Preferred  Stock
            Warrants.

      o     All  outstanding   awards  previously  granted  under  20/20's  2004
            Long-Term  Incentive Plan and 2005 Long-Term  Incentive Plan will be
            exercisable  solely for shares of our Common  Stock,  as adjusted by
            the exchange ratio of 1/2 share of our Common Stock for each one (1)
            share of 20/20 common stock.  The  Incentive  Plans will continue as
            plans of ours.

      o     Each outstanding 20/20 Series C Bridge Note will be convertible into
            units consisting of: (i) shares of our Common Stock (the "Conversion
            Shares")  equal to the quotient  obtained by dividing the  principal
            amount of the Series C Bridge  Note by the Blended  Offering  Price;
            and (ii) a warrant to  purchase  that number of shares of our Common
            Stock  equal  to the  Conversion  Shares  multiplied  by  0.25 at an
            exercise price equal to the Blended Offering Price. The terms of the
            20/20 Series C Bridge Notes otherwise will remain unchanged.

      In  connection  with the  exchange of 20/20  options,  warrants  and other
rights, no fractional shares of our Common Stock will be issued.  Any fractional
share of our Common Stock that a 20/20  stockholder  would otherwise be entitled
to receive as a result of the Merger shall be aggregated.  If a fractional share
of our Common Stock results from such aggregation, the number of shares required
to be issued to such 20/20  stockholder shall be rounded up to the nearest whole
number of shares of our Common Stock.

                                       4
Merger Closing

      The Merger will be consummated  and become  effective on the closing date,
which will be the date on which the  conditions  to  closing  are  fulfilled  or
waived in accordance with the Merger  Agreement  (other than conditions that can
be satisfied only at the closing of the Merger,  but subject to the  fulfillment
or waiver of those conditions),  or on such other date as we and 20/20 may agree
in writing.

Conditions to Closing

      Mutual Conditions to Each Party's Obligation

      The respective obligations of each party to the Merger Agreement to effect
the Merger and the other  transactions  contemplated by the Merger Agreement are
subject  to  the  mutual  satisfaction  or  waiver  (where  permissible)  of the
following conditions:

      o     the  applicable  representations  and  warranties  under the  Merger
            Agreement  must be true and correct in all material  respects at and
            as of the closing date;

      o     each  party  must  have  performed  and  complied  with  each of its
            agreements and conditions under the Merger Agreement in all material
            respects at and as of the closing date; and

      o     there must not have been any event or  circumstance  resulting  in a
            material adverse effect,  and no event should reasonably be expected
            to result in a material adverse effect.

      Additional Conditions to the Obligations of Us and 20/20 Acquisition

      Our  obligations  and the  obligations of 20/20  Acquisition to effect the
Merger  and the other  transactions  contemplated  by the Merger  Agreement  are
subject to the  fulfillment  of the  following  conditions,  any of which may be
waived in whole or in part by us:

      o     we and 20/20  Acquisition must have received a certificate  executed
            by 20/20's chief  executive  officer  certifying that it has met the
            three mutual conditions set forth above;

      o     the Merger must occur simultaneously with the initial closing of our
            Offering;

      o     no action or  proceeding  before  any  court,  governmental  body or
            agency  shall  have  been  threatened,  asserted  or  instituted  to
            restrain or prohibit,  or to obtain  substantial  damages in respect
            of, the Merger Agreement or the related transactions; and

      o     we and 20/20  Acquisition must have received (a) certified copies of
            resolutions   of  20/20's  board  of  directors   and   stockholders
            authorizing  and  approving  the  Merger  and  certifying  that  the
            certificate  of   incorporation   and  bylaws  of  20/20  previously
            delivered to us and 20/20  Acquisition have been validly adopted and
            not amended or modified; (b) a certificate of incumbency executed by
            20/20's  secretary;  and (c) evidence as of a recent date of 20/20's
            good standing in the State of Delaware.

                                       5
Additional Conditions to 20/20's Obligations

      20/20's  obligations  to effect  the  Merger  and the  other  transactions
contemplated  by the Merger  Agreement  are  subject to the  fulfillment  of the
following conditions, any of which 20/20 may waive in whole or in part:

      o     20/20 must have  received a certificate  executed by the  respective
            presidents of us and 20/20 Acquisition  certifying that we and 20/20
            Acquisition have met the three mutual conditions set forth above;

      o     20/20 must have  received the  following:  (a)  certified  copies of
            resolutions  of our and 20/20  Acquisition's  board of directors and
            the sole stockholder of 20/20 Acquisition  authorizing and approving
            the  Merger;  (b)  a  certificate  of  incumbency  executed  by  the
            respective   secretaries  of  us  and  20/20   Acquisition;   (c)  a
            certificate  executed by the respective  secretaries of us and 20/20
            Acquisition  certifying that the necessary  governmental  and agency
            consents have been obtained for the  consummation  of the Merger and
            that no actions have been threatened against us or 20/20 Acquisition
            in connection  with the Merger  Agreement;  (d) a certificate of our
            transfer agent certifying certain  information  regarding our Common
            Stock;  (e) a letter from our  transfer  agent  certifying  that the
            number of our shares of issued  and  outstanding  as of the  closing
            date  of the  Merger  is no  more  than  1,500,000  shares;  (f) the
            executed  resignations  of all of our  directors  and  officers  and
            executed  releases  from each of such  officers and  directors;  (g)
            evidence  as of a recent  date of the good  standing of us and 20/20
            Acquisition in the respective states of  incorporation;  and (h) any
            additional supporting documentation that 20/20 may request.

      o     certain of our  stockholders  must have executed an  indemnification
            agreement  providing for the payment of damages in  accordance  with
            the indemnification provisions explained herein;

      o     20/20  must be  satisfied  with  the  results  of its due  diligence
            investigation and evaluation of us and 20/20 Acquisition; and

      o     not more than one percent (1.0%) of 20/20's  stockholders  must have
            exercised their rights to appraisal and payment under Section 262 of
            Delaware General Corporation Law.

Representations and Warranties

      The Merger Agreement includes various customary covenants, representations
and warranties made by each of us, 20/20 and 20/20 Acquisition.

Additional Agreements Contained in the Merger Agreement

      Each of the parties to the Merger Agreement agrees to use its commercially
reasonable  best  efforts  to take  any  actions  necessary  to  consummate  the
transactions contemplated by the Merger Agreement and to obtain any governmental
or regulatory waivers,  consents or approvals as necessary.  20/20 has agreed to
use its reasonable best efforts to obtain from its stockholders  approval of the
Merger Agreement and the related transactions.

                                       6
Upon the  closing of the  Merger,  we will  change our  corporate  name to
"20/20 Technologies  Global Holdings,  Inc." and will use our reasonable efforts
to list our Common  Stock for  trading on the  American  Stock  Exchange  or the
NASDAQ SmallCap Market.

Change in Directors and Officers

      In connection with the Merger,  the size of our board of directors will be
increased  from  two  (2)  directors  to five  (5)  directors.  Three  directors
designated by 20/20 (collectively,  the "20/20 Directors"), will be appointed to
fill the  newly-created  directorships,  and our two  incumbent  directors  will
resign from our board of  directors,  and there will exist two  vacancies on our
board.  These two  vacancies  will be filled by the board of directors  once the
board finds suitable candidates to fill such vacancies.

      Additionally,  upon  consummation  of  the  Merger,  we  will  accept  the
resignations of our executive officers. Concurrent with these resignations,  our
board of directors will appoint executive officers designated by 20/20.

Indemnification

      We have agreed to indemnify and hold harmless 20/20 and its  stockholders,
which  we refer to  collectively  as the  "indemnified  parties,"  from,  and to
reimburse the indemnified parties for, any losses, liabilities, claims, damages,
expenses,  including, without limitation, costs of investigation and defense and
reasonable attorneys' fees, or diminution of value arising from or in connection
with:

      o     any material inaccuracy in any of the representations and warranties
            of us and  20/20  Acquisition  in  the  Merger  Agreement  or in any
            certificate thereunder,  or any actions,  omissions or statements of
            fact inconsistent with any such representations or warranties;

      o     any failure by us and 20/20  Acquisition to perform or comply in any
            material  respect  with any  covenant  or  agreement  in the  Merger
            Agreement;

      o     any claim for brokerage or finder's fees or  commissions  or similar
            payments based upon any agreement or  understanding  alleged to have
            been  made by any  such  party  with  us and  20/20  Acquisition  in
            connection with any of the  transactions  contemplated by the Merger
            Agreement;

      o     taxes attributable to any transaction or event occurring on or prior
            to the closing of the Merger;

      o     any claim relating to or arising out of any liabilities reflected on
            the financial  statements  of us or with respect to accounting  fees
            arising thereafter; or

      o     any litigation,  action,  claim,  proceeding or investigation by any
            third party relating to or arising out of the business or operations
            of us, or our  actions or any holder of our  capital  stock prior to
            the effective time of the Merger.

                                       7
The representations,  warranties, covenants and agreements of us and 20/20
Acquisition contained in the Merger Agreement,  or any related instrument,  will
survive  for a period of twelve  (12)  months  after the  closing of the Merger.
However,  neither we nor 20/20  Acquisition will have any liability with respect
to any  representation  or warranty unless we are given a notice of the claim on
or before the one-year  anniversary of the closing date. The representations and
warranties of 20/20 contained in the Merger Agreement or any related  instrument
will terminate at, and have no further force and effect after, the closing date.
Our  aggregate  liability  under the  indemnification  provisions  of the Merger
Agreement is limited to $500,000.

Termination of the Merger Agreement

      The Merger  Agreement  may be terminated  and the Merger  abandoned at any
time prior to closing, before or after the approval by our stockholders,  either
by:

      o     mutual written consent of all the parties thereto;

      o     20/20,  if we or  20/20  Acquisition  (i)  fail  to  perform  in any
            material  respect  any of the  agreements  contained  in the  Merger
            Agreement  as  required  to be  performed  by us on or  prior to the
            closing date, or (ii) materially breach any of our  representations,
            warranties or covenants  contained in the Merger Agreement,  and the
            failure  or breach is not cured  within  thirty  (30) days after the
            20/20  has  notified  us of  its  intent  to  terminate  the  Merger
            Agreement;

      o     us and  20/20  Acquisition,  if 20/20 (i)  fails to  perform  in any
            material  respect  any of its  agreements  contained  in the  Merger
            Agreement  as required to be  performed  by 20/20 on or prior to the
            closing date, or (ii) materially breach any of its  representations,
            warranties or covenants  contained in the Merger Agreement,  and the
            failure or breach is not cured within thirty (30) days after we have
            notified 20/20 of our intent to terminate the Merger Agreement;

      o     any party to the  Merger  Agreement,  if there is any  order,  writ,
            injunction  or  decree of any court or  governmental  or  regulatory
            agency  that  prohibits  or  materially  restrains  the  party  from
            consummating the transactions under the Merger Agreement;

      o     any party to the Merger Agreement, in the event the closing date has
            not  occurred on or before May 31,  2005,  for any reason other than
            delay or nonperformance of the party seeking termination;

      o     20/20,  if  20/20  is not  satisfied  with  the  results  of its due
            diligence  investigation  and  this  condition  to  closing  is  not
            complete on or prior to May 31, 2005; or

      o     20/20, if 20/20's board of directors determines in good faith, based
            upon advice of legal  counsel,  that  termination  is  necessary  to
            comply with its fiduciary duties under applicable law.

      Any  termination  of the Merger  Agreement will relieve all parties of any
liability or further  obligation to any party under the Merger  Agreement,  with
certain exceptions including,  without limitation,  idemnification  obligations.
Termination  will not relieve any party from  liability  in the case of material
breach  of the  Merger  Agreement,  however.  If  20/20  terminates  the  Merger
Agreement   pursuant  to  a  material   breach  by  us,  we  must  pay  20/20  a
non-refundable fee of $50,000.  If we terminate the Merger Agreement pursuant to
a material breach by 20/20, 20/20 must pay us a non-refundable fee of $5,000.

                                       8
Description of 20/20 and its Business

      20/20 is a holding company which operates  primarily through its operating
subsidiaries,  20/20  Technologies I, LLC, a Delaware limited liability company,
and Magenta  netLogic Ltd., a company limited by shares and  incorporated  under
the laws of  England  and Wales.  20/20 is a network  integration  software  and
information company that focuses primarily on providing full-service  consulting
to assist  clients in  optimizing  their  telecommunications  networks  and also
provides  clients,  on a global basis,  accurate  market  information  regarding
circuit pricing and design via its proprietary exchange.

Item 9.01 Financial Statements and Exhibits

Exhibit           Description

10.1              Agreement  and Plan of Merger (the "Merger  Agreement")  dated
                  April  19,  2005,  by and  among  Becoming  Art,  Inc.,  20/20
                  Acquisition, Inc. and 20/20 Technologies, Inc.

                                   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.

Dated:   April 19, 2005

                                                BECOMING ART, INC.

                                                By:   /s/  Michael Hanson
                                                      --------------------------
                                                Its:  Chief Executive Officer

                                       9