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 Event Requiring Report: August 1, 2001


                         UNIVERSAL MEDIA HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)


    Delaware                      000-28459                       22-3360133
 (State of                 (Commission File Number)            (IRS Employer
 Incorporation)                                                Identification #)


                 68A Lamar Street, North Babylon, New York 11704
                  --------------------------------------------
                    (Address of Principal Executive Offices)

                                  631-491-5200
                    ----------------------------------------
              (Registrant's telephone number, including area code)






ITEM 1.  CHANGES IN CONTROL OF REGISTRANT

         Effective immediately,  Anthony Vigliotti has resigned as President and
as Chairman of the Board of Directors of the registrant.

         The remaining  members of the Board of Directors have appointed Kenneth
Parsteck as  President  of the  Registrant.  Mr.  Parsteck  has  entered  into a
one-year Employment Agreement, annexed as an Exhibit hereto.

         Mr. Parsteck is a graduate of Adelphi University in 1980 with a BBA. He
received an MBA from the University of Miami in 1983.  From 1990 he was employed
by Delta  Manufacturing,  Inc. in Palisades  Park, New Jersey,  a corrugated box
manufacturer,  as a customer  service  manager.  From 1992 to 1997,  he was Vice
President of Operations of Total Freight Solutions of America, Inc., a logistics
provider in Freehold New Jersey.  In 1997, he joined  Fortune  Media,  Inc., and
Fortune  Entertainment,  Inc., its  subsidiary,  as Vice President of Operation.
Fortune was a music label and media  company  located in New York,  New York. In
1998, he became  Vice-President  of Gerard Express,  Inc.,  which became E-Trans
Logistics,  Inc.,  Carteret,  New  Jersey.  In 2000,  he joined TTI  Holdings of
America Corp., New York, New York, as Vice President of Operations,  Mergers and
Acquisitions.


ITEM 5.  OTHER EVENTS

         The  Company  has  relocated  its  offices to 68A Lamar  Street,  North
Babylon,  New York,  11704.  The phone  number is (631)  491-5200.  The  company
occupies limited space at this location, and sublets for minimal rent. The space
is sufficient for the time being.

EXHIBITS

10.1     Employment   Agreement  between  Universal  Media  Holdings,  Inc., and
Kenneth Parsteck

         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/ Kenneth Parsteck
         ---------------------------------
         President

Date:    December 5, 2001