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
Date of Report (date of earliest event reported): May 3, 2002
UNIVERSAL MEDIA HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
000-28459 22-3360133
(Commission File Number) (IRS Employer Identification No.)
44 Delafield, New Brunswick, New Jersey 08901
(Address of Principal Executive Offices) (Zip Code)
(403) 678-9763
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
Item 5. Other Events
On April 19, 2002 Universal Media Holdings, Inc. ("The Company") entered
into an agreement to purchase a 52% interest of INCOMM HOLDINGS, INC. (DBA
GALAXY TELECOM) ("GALAXY"), a corporation organized under the laws of the
Province of British Columbia, Canada. The Company will issue 2,000,000 shares
common stock in exchange for 52% of the outstanding stock of Incomm Holdings,
Inc. It is therefore expected that the GALAXY will become a subsidiary of The
Company with its balance sheet and operations consolidated with that of the
Company.
GALAXY is a provider of integrated IP solutions with a primary focus on
wholesale VOIP (Voice Over Internet Protocol), through which it presently
terminates over 4 Million minutes per month into China. It has recently signed
an agreement to provide telecommunications and engineering services in Mexico.
The Company also will attempt to purchase up to $1,000,000 in convertible
notes from GALAXY at some future date, the terms of which have yet to be
negotiated.
The Company has commenced its financial review of Incomm Holdings, Inc.,
and anticipates that the appropriate and necessary review and audit will be
completed and filed within the prescribed time after completion of the purchase.
SIGNATURE
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 thereunto duly authorized.
UNIVERSAL MEDIA HOLDINGS, INC.
(Registrant)
By: /s/ Douglas Thiessen
---------------------------
Douglas Thiessen,
Chairman of the Board
and President
Date: May 14, 2002