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): APRIL 30, 2003
STAR E MEDIA CORP.
(Exact name of registrant as specified in its charter)
NEVADA 000-49943 91-2038162
(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number) Identification
No.)
27171 BURBANK ROAD
FOOTHILL RANCH, CA 92610
(Address of principal executive offices) (zip code)
(949) 581-9477
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report.)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 30, 2003, we entered into a Reorganization and Stock Purchase
Agreement (the "Agreement") with ESP International Ltd., a Nevada corporation
("ESP Nevada") and its shareholders. ESP Nevada is a specialized
educational/entertainment software marketing company.
Under the terms of the Agreement, the sole shareholder of ESP Nevada, Mike
Gaunt, agreed to sell, and we agreed to purchase, all of ESP Nevada's
outstanding shares in exchange for 350,000 shares of our common stock. In
addition, and as part of the consideration, we acquired all rights under eight
(8) existing and all future licensing representative agreements to which ESP
Nevada, Mr. Gaunt, and his affiliated companies are a party. The consideration
paid was determined by arms length negotiations.
A prior agreement by and between Star E Media Corp and Educational Software
Promotions International, a corporation controlled by Mr. Gaunt, dated June 21,
2002 was terminated in connection with this transaction.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Not applicable.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS
Not applicable.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
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ITEM 9. REGULATION FD DISCLOSURE
The following Exhibits are filed as part of this report.
EXHIBITS
ITEM NO. DESCRIPTION
- --------- -----------
2.1 Reorganization and Stock Purchase Agreement
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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: May ___, 2003 Star E Media Corp.
a Nevada corporation
/s/ E.G. Abbadessa
------------------------------------
By: E.G. Abbadessa
Its: President and Chief Operating
Officer
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