SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 4
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Event Requiring Report: April 13, 2000
UNIVERSAL MEDIA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-28459 22-3360133
(State of Incorporation) (Commission (IRS Employer
File Number) Identification #)
110 Smithtown, Nesconset, NY 11767
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(Address of Principal Executive Offices)
631.863.9898
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(Registrant's telephone number, including area code)
Net-Tronics Communications Corporation
16910 Dallas Parkway, Ste. 100, Dallas, Texas 75248
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(Registrant's Former Name and Address)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On April 13, 2000, a change in control of the Registrant occurred in
conjunction with closing under an Agreement and Plan of Reorganization (the
"Reorganization Agreement") between the Registrant and Universal Media Holdings,
Inc., a Delaware corporation.
The closing under the Reorganization Agreement consisted of a stock for
stock exchange in which the Registrant acquired all of the issued and
outstanding common stock of Universal Medial Holdings, Inc. in exchange for the
issuance of 1,000,000 shares of its common stock. As a result of this
transaction, the Registrant became a wholly-owned subsidiary of the Company.
The Reorganization was approved by the unanimous consent of the Board
of Directors of Universal Media Holdings, Inc. on March 27, 2000. The
Reorganization is intended to qualify as a reorganization within the meaning of
Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.
Prior to the Agreement, Universal Media Group had 11,209,346 shares of
common stock issued and outstanding. Following the Agreement, Registrant had
11,459,346 shares of common stock outstanding. Universal Media Holdings, Inc.,
was incorporated in the State of Delaware on August 23, 1995.
Upon effectiveness of the Reorganization Agreement, pursuant to Rule
12g-3(a) of the General Rules and Regulations of the Securities and Exchange
Commission, Universal Media Holdings, Inc. became the successor issuer to
Net-Tronics Communications Corporation, Inc. for reporting purposes under the
Securities Exchange Act of 1934 and elects to report under the Act effective
April 10, 2000.
A copy of the Agreement is filed as an exhibit to this Form 8-K and is
incorporated in its entirety herein. The foregoing description is modified by
such reference.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Successor Issuer Election.
Pursuant to Rule 12g-3(a) of the General Rules and Regulations of the
Securities and Exchange Commission, and upon effectiveness of the Agreement, the
Company became the successor issuer to Net-Tronics Communications Corporation,
Inc. for reporting purposes under the Securities Exchange Act of 1934 and elects
to report under the Act effective April 14, 2000.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Pursuant to the terms of the aforementioned Agreement, the Registrant has
accepted the resignation of Kevin Halter and Kevin Halter Jr., as the
Registrant's Director and Officer as of April 10, 2000, and appointed
James Neebling as President and Director of the Registrant.
ITEM 7. FINANCIAL STATEMENTS
Financial statements for Net-Tronics Communications Corporation are filed
herewith. The Registrant is required to file consolidated financial statements
by amendment hereto not later than 60 days after the date that this Current
Report on Form 8-K must be filed.
ITEM 8. CHANGE IN FISCAL YEAR
Universal Media Holdings, Inc. has a September 30 fiscal year end. The fiscal
year of Net-Tronics Communications Corporation is December 31. The Company will
file a Transitional Report on Form 10-QSB, if required.
EXHIBITS
2.1 Agreement and Plan of Reorganization between Net-Tronics
Communications Corporation and Universal Media Holdings, Inc. as dated
March ____, 2000.
24.1 Consent of accountants
27.1 Financial Data Schedule for Net-Tronics Communications Corporation.
99.1 Financials for Net-Tronics Communications Corporation for 1998 and
1997.
99.2 Financials for Net-Tronics Communications Corporation for 1999 and
1998.
99.3 Financials for Net-Tronics Communications Corporation for 2000 and
1999.
99.4 Form 10-SB for Universal Media Holdings, Inc.
99.5 Pro Forma Consolidated Banalce Sheet & Statement of Operations for
September 30, 1999.
99.6 Pro Forma Consolidated Banalce Sheet & Statement of Operations for
December 31, 1999.
99.7 Certification letter from Interwest Transfer Company, Inc.
99.8 Reviewed Financial Statements for Universal Media Holdings, Inc.
December 31, 1999
SIGNATURES
Pursuant to the requirements of the 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.
By /s/ James Neebling
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James Neebling
CEO
President
Date: April 27, 2000