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): August 9, 2002
UGOMEDIA INTERACTIVE CORPORATION
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(Exact name of Registrant as specified in charter)
Nevada 000-31160 88-0470239
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(State of (Commission File Number) (IRS Employer
Incorporation) Identification
No.)
3400 West Desert Inn Road, 89102
Suite 13
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(Address of Principal Executive (Zip Code)
Offices)
Registrant's telephone number, including area code: (317) 915-9220
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets.
Sovereign Capital Group, a company incorporated under the
Business Corporations Act of Ontario, ("Sovereign") proposes to
consummate a business combination with UgoMedia Interactive
Corporation, a Nevada corporation (the "Registrant" or "UGMI"),
with a class of securities registered pursuant to Section 12(g)
of the Securities Exchange Act of 1934 (the "Exchange Act").
Effective August 9, 2002, Sovereign and UGMI executed a Letter of
Intent proposing a business combination between the parties. The
following material terms and conditions are proposed to be
reflected in a definitive merger agreement (the "Merger
Agreement") to be drafted and duly executed, pending the outcome
of due diligence, subject to a resolution adopted by the Board of
Directors and ratification by the controlling Shareholders of the
Issuer in an action by written consent.
On the closing date of the Merger Agreement (the "Closing"), UGMI
shall issue to Sovereign shareholders 25,000,000 shares of UGMI
common stock, par value $0.001, in exchange for all of the issued
and outstanding common stock of Sovereign.
In addition, Sovereign shall pay the sum of two hundred and three
thousand, one hundred U.S. dollars (US$203,100) in cash. A non-
refundable earnest deposit of fifteen thousand U.S. dollars
(US$15,000) was payable at the execution of the Letter of Intent.
The outstanding balance of one hundred and eighty-eight thousand,
one hundred dollars U.S. dollars (US$188,100) shall be placed in
escrow, at the Closing.
The closing of the Merger Agreement is contingent upon the
successful placement of a minimum of one hundred ninety thousand
U.S. dollars (US$190,000) and a maximum of five hundred thousand
U.S. dollars (US$500,000) in notes, which shall be convertible
into common shares of UGMI stock at an exercise price equivalent
to the book value of UGMI, as determined by the UGMI's principal
certifying accountant monthly plus twenty percent (20%) after two
(2) years from date of issue and for a one (1) year period
thereafter.
At the Closing, the present officers of UGMI, or an entity
controlled by them or under their common control ("the
"Officers"), will be allowed to retain certain of the assets of
UGMI as delineated in the Letter of Intent as filed as an exhibit
herewith.
As a result of the foregoing, and the matters to be ratified and
approved by not less than a 50.1% majority of the stockholders of
UGMI at a Special Meeting of Shareholders the post Closing
capitalization of the UGMI Shares is anticipated to be as
follows:
Authorized: 25,000,000
shares
Owned by Sovereign 25,000,000 83.38%
shareholders: shares
Owned by UGMI 4,984,666 16.62%
shareholders: shares
Total Issued and 29,984,666 100.00%
Outstanding: shares
Prior to the closing of the merger, UGMI will amend its articles
of incorporation to increase the number of authorized shares to a
minimum of 30,000,000 or such higher number as is approved by the
shareholders under Nevada law.
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The Merger is subject to and conditioned upon the negotiation,
execution and delivery of the definitive Merger Agreement. The
Merger Agreement shall contain the basic terms and conditions set
forth herein together with such other representations,
warranties, covenants, terms, indemnities, and conditions as
would be usual and customary for a transaction of this nature and
which are mutually agreeable to the parties, including, without
limitation, the making of all necessary filings and the obtaining
of all necessary approvals or consents from third parties
required to consummate the proposed Merger.
The execution and delivery of the Merger Agreement by each party
shall be subject to the approval of each Party's Board of
Directors and a majority of each entity's shareholders.
On the Closing Date, UGMI shall tender to Sovereign the
resignation of each of the officers and directors of UGMI
effective seriatim on that date, with such vacancies filled by
the nominees of Sovereign.
ITEM 7. EXHIBITS
Exhibit 2 - Letter of Intent between UgoMedia Interactive
Corporation and Sovereign Capital Group
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant has duly caused this Report to be
signed on its behalf by the undersigned hereunto duly authorized.
UGOMEDIA INTERACTIVE CORPORATION
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(Registrant)
By: /s/ Michael W. Stapleton
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Michael W. Stapleton, CEO
In accordance with the requirements of the Securities Act of
1933, this Registration Statement was signed by the following
persons in the capacities and on the dates stated:
Signature Title Date
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/s/ Michael W. Stapleton President & CEO September 16, 2002
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Michael W. Stapleton
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