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: April 15, 2002
UNIVERSAL MEDIA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-28459 22-3360133
(State of Incorporation) (Commission File Number) (IRS Employer
Identification #)
44 Delafield, New Brunswick, New Jersey 08901
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(Address of Principal Executive Offices)
(403) 678-9763
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(Registrant's telephone number, including area code)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On April 12, 2002, the Board of Directors appointed Douglas Thiessen and
David Berkowitz as Directors of the Company. Mr. Thiessen was appointed as
Chairman of the Board of Directors. In addition, Mr. Thiessen was appointed
President and Mr. Berkowitz was appointed Secretary of the Registrant. Mr.
George Riggs has been appointed Chief Financial Officer of the Registrant.
On April 22, 2002, the Board of Directors authorized the issuance of
additional shares of common stock as follows:
Douglas Thiessen 19,000,000
David Berkowitz 19,000,000
George Riggs 4,000,000
Management of the Registrant now owns 90.09% of the issued and outstanding
shares of the common stock of the Registrant. The new management has assumed
control from the previous Directors and other control persons previously
identified in the Registrant's filing. New Management was sought and brought
into the Registrant to enable the Registrant to seek new opportunities for a
merger partner and to allow for new operating funds to be sought.
Mr. Thiessen has a background as an entrepreneur and manager in the
transportation, retail and financial service industries. Since 1998 he has been
working as a corporate finance and management consultant. Previous to that he
was founder and President of Green Limousine, Inc. in San Diego, CA. He
attended the University of Winnipeg.
Mr. Berkowitz has been working as a corporate finance and management consultant
since 1999. He has a background in financial services and computer programming.
Mr. Berkowitz graduated with a diploma in Business Administration from Rockland
Community College.
Mr. Riggs is a CPA in the states of Connecticut and Vermont. He was the founder
and Managing partner of Riggs & Associates, LLP prior to its merger with
Centerprise Advisors, a newly formed national financial advisory firm. Mr. Riggs
has over twenty-five years experience in public accounting, including 13 years
as an audit partner at Deloitte & Touche, LLP. He received a B.S. in Business
Administration from the University of Hartford and an M.B.A. from the University
of Connecticut.
ITEM 5. OTHER EVENTS
On April 12, 2002, the Registrant completed a reverse split of thirty (30)
old shares of common stock for each one (1) share of new common stock. The
shares issued to the new management are new shares of common stock
The Company has relocated its offices to 44 Delafield, New Brunswick, New
Jersey 08901, the office where Mr. Berkowitz operates from. The phone number is
(403) 678-9763. The company occupies limited space at this location, and
sublets for minimal rent. The space is sufficient for the time being. The
Registrant is currently in preliminary discussions about several different
acquisitions. If any of these discussions result is a formal merger or other
business combinations, then the Registrant may be required to seek other officer
space.
ITEM 6. RESIGNATIONS of REGISTRANT'S DIRECTORS
Effective April 15, 2002, Mr. Roamiro Pericone and Lance Lang submitted their
resignations from the Board of Directors. These resignations were accepted by
the Chairman of the Board at that time. There is no disagreement between the
Registrant and either former director as to any matter relating to the
registrant's operations, policies or practices.
EXHIBITS
Not applicable
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/ Douglas Thiessen
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Douglas Thiessen
President
Date: April 23, 2002