SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K-A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Event Requiring Report: October 22, 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 #)
Steven Horowitz, President
National Management Consulting, Inc.
150 Broadhollow Road, Melville, New York 11747
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(Address of Principal Executive Offices)
(631) 385-6200
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(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
CDKnet.com
It was previously reported in a Form 8-K of National Management Consultants,
Inc.'s (formerly Universal Media Holdings, Inc.)signed October 29, 2002 that the
registrant entered into an Asset Purchase Agreement with CDKnet.com on October
22, 2002. At that time the company entered into a note agreement for $550,000 an
amount deemed to be equal to the fair value of certain assets to be acquired
including a certain intangible asset known as the Technology Licensing Agreement
between CDKnet.com Inc., namely ValueFlash.com Inc., and Elbit Ltd. dated June
13, 2001; now known as 24/7; this will not be transferred and therefore the
principle amount of a new promissory note has been reduced from $550,000 to
$339,000.
On January 5, 2003, the Registrant entered into a Revised Asset Purchase
Agreement wherein the Registrant purchased from CDKNet, Inc., certain and
specific assets, from the entities known as CDKNet, LLC and Diversified
Capital Holdings, LLC. The purchase price of the assets is a revised
promissory note in the amount of THREE HUNDRED AND THIRTY-NINE THOUSAND DOLLARS
($339,000) plus interest at the rate of five percent (5%), payable monthly
until February 2006. The Note is secured by a Security Agreement on all
assets of the company.
The $339,000 note that UMHI is obligated to CDKnet.com represents
assets of Diversified Capital Holdings, LLC., including an aggregate of
$245,000 in debt instruments which include $55,000 in Panama Industries, Ltd.,
$100,000 in Dominix, Inc., $55,000 in Augrid of Nevada, Inc., $10,000 in Humana
Trans Services Group, Inc. and $25,000 in Universal Media Holdings, Inc. The
note also includes stock positions with an aggregate value of $89,000 in the
following: Tilden Associates, Dominix, Inc., Panama Industries, Ltd., Steam
Clean USA, Inc., Augrid of Nevada, Inc.
Humana Trans Service Group, Ltd.
As previously reported in the same 8-K announcing the acquisition of certain
assets from CDK.com, the company entered into an agreement on October 22,2002 to
exchange its common stock for all the outstanding stock of Human Trans Service
Group, Ltd. ("Humana"). Simultaneously, Humana entered into an Employment
Agreement with Kevin Whitmore, formally of Humana Force Logistics, Inc. to
become the President of Humana. Humana Force Logistics, Inc., is an unrelated
business entity that has ceased operations.
Subsequent Events
On January 10, 2003, Kevin Whitmore passed away. The Company has no
announcement as to business plans at this time.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements for the assets and any business acquired will be
filed by amendment.
(b) Pro Forma statements will also be filed by amendment
(c) Exhibits
Exhibit 10.1 Revised Asset Purchase Agreement with CDKNet.com, Inc.
Exhibit 10.2 Employment Agreement between HUMANA TRANS SERVICE GROUP,
LTD. and Kevin Whitmore
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/ Steve Horowitz
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Steve Horowitz
President
Date: January 16, 2003