UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  -------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                         UNIVERSAL MEDIA HOLDINGS, INC.
                                ----------------
             (Exact name of registrant as specified in its charter)

            Delaware                                      22-3360133
-------------------------------             ------------------------------------
(State  or  other  jurisdiction  of     (I.R.S.  Employer  Identification  No.)
incorporation  or  organization)

                                44 Delafield St.
                         New Brunswick, New Jersey 08901
                       -----------------------------------
                (Address of Principal Executive Office) (Zip Code)

                         Commission File No.:  000-28459

                           Various Compensation Plans
                                -----------------
                            (Full title of the plan)

                                Douglas Thiessen
                                44 Delafield St.
                         New Brunswick, New Jersey 08901
                        ---------------------------------
                     (Name and address of agent for service)

                                 (403) 678-9763
                          ----------------------------
          (Telephone number, including area code, of agent for service)
                                  -------------

                         CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>


<S>               <C>            <C>                  <C>                  <C>
                                 Proposed             Proposed
Title of          Amount         Maximum              Maximum              Amount of
Securities to     to be          Offering Price       Aggregate            Registration
Be Registered     Registered     Per Share (1)        Offering Price (1)   Fee
----------------  -------------  --------------       ---------------      ------------
Common Stock,     4,025,000      $0.55                $2,213,750           $203.66
par value $.0001
per share
</TABLE>



-----------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457, based on the closing price of the Common
Stock, as reported by the OTC Bulletin Board, on June 10, 2002.
-----------------------------------------------------------------------------
================================================================================
<PAGE>

EXPLANATORY NOTE
----------------

In  accordance  with the instructional Note to Part 1 of Form S-8 as promulgated
by  the  Securities and Exchange Commission, the information specified by Part 1
of  Form  S-8  has been omitted from this Registration Statement on Form S-8 for
offers  of  Common  Stock  pursuant  to  the  Plan.



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  CERTAIN  DOCUMENTS  BY  REFERENCE.
        -----------------------------------------------

     The  following  documents  previously filed with the Commission pursuant to
the  1934  Act  are  hereby  incorporated  in  this  prospectus  by  reference:

     1.     Universal  Media  Holdings Inc.'s Annual Report on Form 10-K for the
year  ended  September  30,  2001;

     2.     Universal Media Holdings, Inc.'s Quarterly Report on Form 10-QSB for
the  quarter  ended  December  31,  2001;  and

     3.     All  reports  filed by Registrant pursuant to Section 13(a) or 15(d)
of  the  Exchange  Act  since  September  5,  1997.

     All  documents filed by Universal Media Holdings, Inc., pursuant to Section
13(a),  13(c),  14  or  15(d)  of  the  1934  Act subsequent to the date of this
prospectus  and prior to the termination of this offering, shall be deemed to be
incorporated by reference into this prospectus.  Any information incorporated by
reference  shall  be modified or superseded by any information contained in this
prospectus  or  in  any  other  document  filed later with the Commission, which
modifies  or  supersedes  such information.  Any information that is modified or
superseded shall become a part of this prospectus as the information has been so
modified  or  superseded.

     We  will  provide  without  charge  to  each person to whom a prospectus is
delivered, upon written or oral request of such person, a copy of any and all of
the  information  that  has  been  incorporated  by reference in this prospectus
(excluding  exhibits  unless  such  exhibits  are  specifically  incorporated by
reference into such documents).  Please direct such requests to David Berkowitz,
44  Delafield,  New  Brunswick,  New  Jersey,  08901  (732)  937-9419.

     All documents filed by the Company with the Commission pursuant to Sections
13(a),  13(c),  14  or  15(d)  of  the  Exchange  Act  after  the  date  of this
Registration  Statement  and  prior to the time a post-effective amendment which
indicates that the securities offered hereby have been sold or which deregisters
all  securities  then  remaining  unsold,  shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of  filing  of  such  documents.

<PAGE>
     Any  statement  contained  in  any  document  incorporated  or deemed to be
incorporated  by  reference  herein shall be deemed to be modified or superseded
for  purposes  of  this  Registration  Statement  to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed  to  be  incorporated  by  reference  herein  modifies or supersedes such
statement.  Any  such  statement  so modified or superseded shall not be deemed,
except  as  modified  or  superseded,  to constitute a part of this Registration
Statement.


ITEM  4.  DESCRIPTION  OF  SECURITIES
        -------------------------

     Not  applicable.


ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL
        --------------------------------------

     Not  Applicable


ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.
        -----------------------------------------

     The  Company is a Delaware corporation. Reference is made to Section 145 of
the  Delaware  General  Corporation  Law  (the  "DGCL"),  which  provides that a
corporation  may indemnify any person, including an officer or director, who is,
or is threatened to be made, party to any threatened, pending or completed legal
action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative  (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee, or
agent  of  such  corporation  or  is  or  was  serving  at  the  request of such
corporation  as  an officer, director, employee, or agent of another corporation
or  enterprise.  The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
officer,  director,  employee,  or  agent acted in good faith and in a manner he
reasonably  believed to be in or not opposed to the corporation's best interests
and,  with  respect  to criminal proceedings, had no reasonable cause to believe
that  his conduct was unlawful.  Section 145 of the DGCL provides further that a
Delaware  corporation may indemnify officers and directors in an action by or in
the  right  of  the  corporation  under  the  same  conditions,  except  that no
indemnification  is  permitted  without  judicial  approval  if  the  officer or
director  is  adjudged  to  be  liable  to  the corporation. Where an officer or
director  is  successful on the merits or otherwise in the defense of any action
referred  to  above  or  any  claim  therein, the corporation must indemnify him
against  the  expenses  that  such  officer  or director actually and reasonably
incurred.  The  certificate  of  incorporation  of  the  Company  provides  for
indemnification  of  its  officers and directors to the full extent permitted by
the  DGCL.

     The  certificate  of  incorporation  also  provides  that  directors of the
Company  will  not  be  personally  liable  for monetary damages for breach of a
director's fiduciary duty as a director, except for liability (i) for any breach
of  the  director's duty of loyalty to the Company or its shareholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation  of  law, (iii) for unlawful payment of dividends or unlawful
stock repurchases or redemptions as provided in Section 174 of the DGCL, or (iv)
for  any  transaction  from  which  the  director  derived  an improper personal
benefit.
<PAGE>

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.
        -----------------------------------

         Not  applicable


ITEM  8.  EXHIBITS.
          ---------

3.1          Articles  of  Incorporation  of  the  Company,  as  amended  (1)
3.2          By-laws of the Company, as amended (1)
4.11     Consulting  Agreements  with  Frank  Carino,  Daniele  Forigo, James P.
Yaworski  and  James  Zimbler
5.1     Opinion  of  Michael  S.  Krome,  Esq.
23.1     Consent  of  Aaron  Stein,  CPA,  Independent  Auditor
24.1     Consent  of  Michael  S.  Krome  (included  in  Exhibit  5.2)

(1)     Incorporated  by  reference  from  the  Company's Amended Report on Form
10-SB,  filed  with the Commission on April 14, 2000, and as amended thereafter,
and  incorporated  herein  by  reference.

ITEM  9.  UNDERTAKINGS.

         The  undersigned  the  Company  hereby  undertakes:

         (a)(1)  To  file,  during any period in which offers or sales are being
made,  a  post-effective  amendment  to  this  registration  statement:
8     To  include  any prospectus required by Section 10(a)(3) of the Securities
Act  of  1933  (the  "Securities  Act");
          (ii)  To  reflect  in the prospectus any facts or events arising after
the  effective  date  of  the  registration  statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or  in the aggregate,
represents a fundamental change in the information set forth in the registration
statement;
          (iii)  To include any material information with respect to the plan of
distribution  not  previously  disclosed  in  the  registration statement or any
material  change  to  such  information  in  the  registration  statement.
          PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i) and (a)(1)(ii) do not
apply  if  the information required to be included in a post-effective amendment
by  those  paragraphs  is  contained  in  periodic  reports filed by the Company
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated  by  reference  in  the  registration  statement.
          (2)  That,  for  the  purpose  of  determining any liability under the
Securities  Act,  each such post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.
<PAGE>
          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the  offering.
     (b)  The  undersigned  the  Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant  to  Section 13(a) or Section 15(d) of the Exchange Act
(and,  where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.
     (c) Insofar as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised  that  in  the  opinion  of  the Securities and Exchange Commission such
indemnification  is  against  pubic  policy  as  expressed  in  the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such  liabilities (other than the payment by the Company of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the Company in the
successful  defense  of  any  action,  suit  or  proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the  Company  will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy  as  expressed  in  the  Securities Act and will be governed by the final
adjudication  of  such  issue.


SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned,  hereunto duly
authorized,  in  the  County  of  Bergen,  State of New Jersey on June 10, 2002.

                                   Universal  Media  Holdings,  Inc.

                                   By:   /s/  Douglas  Thiessen
                                   ------------------------------
                                   Douglas  Thiessen
<PAGE>


KNOW  ALL  MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes  and appoints Douglas Thiessen, his attorney-in-fact and agent, with
full power of substitution, for him and in his name, place and stead, in any and
all  capacities,  to  sign any or all amendments to this Registration Statement,
and  to  file  the  same,  with  all  exhibits  thereto,  and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and  every  act  and  thing  requisite and necessary to be done in and about the
premises,  as  fully  to  all  intents  and  purposes as he might or could do in
person,  hereby  ratifying  and  confirming  all  that said attorney-in-fact and
agent,  or his substitute or substitutes, may lawfully do or cause to be done by
virtue  hereof.

         Pursuant  to  the  requirements  of  the  Securities  Act of 1933, this
Registration  Statement  has  been  signed below by the following persons in the
capacities  and  on  the  date  indicated:
<TABLE>
<CAPTION>


<S>                              <C>               <C>
Signature                        Title             Date
----------                       -----             ----
(1)  Principal Executive

/s/     Douglas Thiessen         President         June 10, 2002
-------------------
        Douglas Thiessen

(2)  Directors

/s/     Douglas Thiessen         Director          June 10, 2002
------------------
        Douglas Thiessen

/s/     David Berkowitz          Director          June 10, 2002
-------------------
        David Berkowitz
</TABLE>





EXHIBIT
NUMBER     DESCRIPTION
-------    -----------
3.1          Amended  Articles  of  Incorporation  of  the  Company  (1)
3.2          Bylaws  of  the  Company  (1)
4.11         Consulting Agreements with Frank Carino, Daniele Forigo, James P.
             Yaworski  and  James  Zimbler
5.1          Opinion  of  Michael  S.  Krome,  Esq.
23.1         Consent  of  Aaron  Stein,  CPA,  Independent  Auditor
24.2         Consent  of  Michael  S.  Krome  (included  in  Exhibit  5.2)

     (1)  Incorporated by reference from the Company's Amended Report on
          Form 10-SB, filed with the Commission on April 14, 2000, and as
          amended thereafter, and incorporated herein by reference.
<PAGE>

EXHIBIT 4.11
CONSULTING AGREEMENT, dated the 31st day of May, 2002, by and between Universal
Media Holdings, Inc., a Delaware corporation having executive offices at 44
Delafield, New Brunswick, New Jersey (the "Company"), and James P. Yaworski, an
individual, (the "Consultant").
                              W I T N E S S E T H :
WHEREAS, the Consultant has considerable knowledge of and experience providing
consulting services regarding the identification, evaluation, structuring,
negotiating and closing of joint ventures, strategic alliances and business
acquisitions as well as product development (the "Business"); and
WHEREAS, the Company desires to obtain the benefit of Consultant's special
knowledge and experience regarding the identification, evaluation, structuring,
negotiating and closing of joint ventures, strategic alliances and business
acquisitions as well as product development; and
WHEREAS, the Company's management has determined that it would be in the best
interest of the Company to make use of the Consultant's knowledge and
experience; and
WHEREAS, Consultant desires to serve as consultant to the Company;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements herein contained the Company and the Consultant hereby agree as
follows:
1. Term.  The Company hereby engages Consultant to render the consulting
services as hereinafter set forth, and Consultant hereby agrees to render such
services for a period commencing the date hereof and terminating on May 31, 2003
(the "Term").
2. Consulting Services.  The Company hereby retains the Consultant, and the
Consultant agrees, to render consulting and advisory services to the Company
during the Term hereof in connection with the Business, from time to time, and
as the Chief Executive Officer of the Company may reasonably request. Consultant
shall not be required to expend any minimum number of hours hereunder and the
rendering of all consulting services shall be subject in priority to
Consultant's own business interests.
3. Consulting Fees.  In consideration for (i) the availability of Consultant to
render the services, (ii) the services to be rendered by Consultant during the
Term, and (iii) the other provisions of this Agreement, the Company shall
promptly issue to the Consultant 500,000 shares of the Company's common stock,
which shares shall be subject to S-8 Registration to be filed between June 1,
2002 and June 30, 2002.
4. Expenses.  Upon submission of proper vouchers or other similar evidence of
expenditures, the Company shall, upon request by Consultant, reimburse
Consultant for all reasonable travel and out-of-pocket expenses incurred by
Consultant in connection with services requested and rendered hereunder. All
expense items require the prior approval of the Company.
5. Notices.  All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given when either
served personally or two (2) business days after being sent priority next day
delivery by a nationally recognized courier or three (3) business days after
being mailed by certified or registered mail, return receipt requested; or to
such address or to such persons as either party shall have last designated by
written notice to the other.
6. Assignability.  This Agreement shall inure to the benefit of and be binding
upon the parties, their successors and permitted assigns. Neither party may
assign this Agreement or its rights or obligations hereunder without the prior
written consent of the other party.
7. Entire Agreement.  This instrument constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof and supercedes all
prior agreements and understandings, written or oral, among them with respect to
the subject matter hereof. This Agreement may be modified only by a written
instrument signed by the parties.
8. Governing Law.  This Agreement shall be governed by and construed (both as to
validity and performance) and enforced in accordance with the laws of the State
of New York without giving effect to the conflicts or choice of law provisions
thereof.
9. Counterparts.  This Agreement may be executed in counterparts each of which
shall be deemed an original and all of which taken together shall constitute one
and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written.
Universal Media Holdings, Inc.
__________________________________
By: Douglas Thiessen, President

___________________________________
James P. Yaworski


<PAGE>
CONSULTING AGREEMENT, dated the 31st day of May, 2002, by and between Universal
Media Holdings, Inc., a Delaware corporation having executive offices at 44
Delafield, New Brunswick, New Jersey (the "Company"), and Frank Carino, an
individual, (the "Consultant").
                              W I T N E S S E T H :
WHEREAS, the Consultant has considerable knowledge of and experience providing
consulting services regarding the identification, evaluation, structuring,
negotiating and closing of joint ventures, strategic alliances and business
acquisitions as well as product development (the "Business"); and
WHEREAS, the Company desires to obtain the benefit of Consultant's special
knowledge and experience regarding the identification, evaluation, structuring,
negotiating and closing of joint ventures, strategic alliances and business
acquisitions as well as product development; and
WHEREAS, the Company's management has determined that it would be in the best
interest of the Company to make use of the Consultant's knowledge and
experience; and
WHEREAS, Consultant desires to serve as consultant to the Company;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements herein contained the Company and the Consultant hereby agree as
follows:
1. Term.  The Company hereby engages Consultant to render the consulting
services as hereinafter set forth, and Consultant hereby agrees to render such
services for a period commencing the date hereof and terminating on May 31, 2003
(the "Term").
2. Consulting Services.  The Company hereby retains the Consultant, and the
Consultant agrees, to render consulting and advisory services to the Company
during the Term hereof in connection with the Business, from time to time, and
as the Chief Executive Officer of the Company may reasonably request. Consultant
shall not be required to expend any minimum number of hours hereunder and the
rendering of all consulting services shall be subject in priority to
Consultant's own business interests.
3. Consulting Fees.  In consideration for (i) the availability of Consultant to
render the services, (ii) the services to be rendered by Consultant during the
Term, and (iii) the other provisions of this Agreement, the Company shall
promptly issue to the Consultant 1,000,000 shares of the Company's common stock,
which shares shall be subject to S-8 Registration to be filed between June 1,
2002 and June 30, 2002.
4. Expenses.  Upon submission of proper vouchers or other similar evidence of
expenditures, the Company shall, upon request by Consultant, reimburse
Consultant for all reasonable travel and out-of-pocket expenses incurred by
Consultant in connection with services requested and rendered hereunder. All
expense items require the prior approval of the Company.
5. Notices.  All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given when either
served personally or two (2) business days after being sent priority next day
delivery by a nationally recognized courier or three (3) business days after
being mailed by certified or registered mail, return receipt requested; or to
such address or to such persons as either party shall have last designated by
written notice to the other.
6. Assignability.  This Agreement shall inure to the benefit of and be binding
upon the parties, their successors and permitted assigns. Neither party may
assign this Agreement or its rights or obligations hereunder without the prior
written consent of the other party.
7. Entire Agreement.  This instrument constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof and supercedes all
prior agreements and understandings, written or oral, among them with respect to
the subject matter hereof. This Agreement may be modified only by a written
instrument signed by the parties.
8. Governing Law.  This Agreement shall be governed by and construed (both as to
validity and performance) and enforced in accordance with the laws of the State
of New York without giving effect to the conflicts or choice of law provisions
thereof.
9. Counterparts.  This Agreement may be executed in counterparts each of which
shall be deemed an original and all of which taken together shall constitute one
and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written.
Universal Media Holdings, Inc.
__________________________________
By: Douglas Thiessen, President

___________________________________
Frank Carino

<PAGE>

CONSULTING AGREEMENT, dated the 31st day of May, 2002, by and between Universal
Media Holdings, Inc., a Delaware corporation having executive offices at 44
Delafield, New Brunswick, New Jersey (the "Company"), and Daniele Forigo, an
individual, (the "Consultant").
                              W I T N E S S E T H :
WHEREAS, the Consultant has considerable knowledge of and experience providing
consulting services regarding the identification, evaluation, structuring,
negotiating and closing of joint ventures, strategic alliances and business
acquisitions as well as product development (the "Business"); and
WHEREAS, the Company desires to obtain the benefit of Consultant's special
knowledge and experience regarding the identification, evaluation, structuring,
negotiating and closing of joint ventures, strategic alliances and business
acquisitions as well as product development; and
WHEREAS, the Company's management has determined that it would be in the best
interest of the Company to make use of the Consultant's knowledge and
experience; and
WHEREAS, Consultant desires to serve as consultant to the Company;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements herein contained the Company and the Consultant hereby agree as
follows:
1. Term.  The Company hereby engages Consultant to render the consulting
services as hereinafter set forth, and Consultant hereby agrees to render such
services for a period commencing the date hereof and terminating on May 31, 2003
(the "Term").
2. Consulting Services.  The Company hereby retains the Consultant, and the
Consultant agrees, to render consulting and advisory services to the Company
during the Term hereof in connection with the Business, from time to time, and
as the Chief Executive Officer of the Company may reasonably request. Consultant
shall not be required to expend any minimum number of hours hereunder and the
rendering of all consulting services shall be subject in priority to
Consultant's own business interests.
3. Consulting Fees.  In consideration for (i) the availability of Consultant to
render the services, (ii) the services to be rendered by Consultant during the
Term, and (iii) the other provisions of this Agreement, the Company shall
promptly issue to the Consultant 2,000,000 shares of the Company's common stock,
which shares shall be subject to S-8 Registration to be filed between June 1,
2002 and June 30, 2002.
4. Expenses.  Upon submission of proper vouchers or other similar evidence of
expenditures, the Company shall, upon request by Consultant, reimburse
Consultant for all reasonable travel and out-of-pocket expenses incurred by
Consultant in connection with services requested and rendered hereunder. All
expense items require the prior approval of the Company.
5. Notices.  All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given when either
served personally or two (2) business days after being sent priority next day
delivery by a nationally recognized courier or three (3) business days after
being mailed by certified or registered mail, return receipt requested; or to
such address or to such persons as either party shall have last designated by
written notice to the other.
6. Assignability.  This Agreement shall inure to the benefit of and be binding
upon the parties, their successors and permitted assigns. Neither party may
assign this Agreement or its rights or obligations hereunder without the prior
written consent of the other party.
7. Entire Agreement.  This instrument constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof and supercedes all
prior agreements and understandings, written or oral, among them with respect to
the subject matter hereof. This Agreement may be modified only by a written
instrument signed by the parties.
8. Governing Law.  This Agreement shall be governed by and construed (both as to
validity and performance) and enforced in accordance with the laws of the State
of New York without giving effect to the conflicts or choice of law provisions
thereof.
9. Counterparts.  This Agreement may be executed in counterparts each of which
shall be deemed an original and all of which taken together shall constitute one
and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written.
Universal Media Holdings, Inc.
__________________________________
By: Douglas Thiessen, President

___________________________________
Daniele Forigo

<PAGE>

CONSULTING AGREEMENT, dated the 31st day of March, 2002, by and between
Universal Media Holdings, Inc., a Delaware corporation having executive offices
at 68A Lamar Street, North Babylon, New York (the "Company"), and James W.
Zimbler, an individual, (the "Consultant").
                              W I T N E S S E T H :
WHEREAS, the Consultant has considerable knowledge of and experience providing
consulting services regarding the identification, evaluation, structuring,
negotiating and closing of joint ventures, strategic alliances and business
acquisitions as well as product development (the "Business"); and
WHEREAS, the Company desires to obtain the benefit of Consultant's special
knowledge and experience regarding the identification, evaluation, structuring,
negotiating and closing of joint ventures, strategic alliances and business
acquisitions as well as product development; and
WHEREAS, the Company's management has determined that it would be in the best
interest of the Company to make use of the Consultant's knowledge and
experience; and
WHEREAS, Consultant desires to serve as consultant to the Company;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements herein contained the Company and the Consultant hereby agree as
follows:
1. Term.  The Company hereby engages Consultant to render the consulting
services as hereinafter set forth, and Consultant hereby agrees to render such
services for a period commencing the date hereof and terminating on March 31,
2003 (the "Term").
2. Consulting Services.  The Company hereby retains the Consultant, and the
Consultant agrees, to render consulting and advisory services to the Company
during the Term hereof in connection with the Business, from time to time, and
as the Chief Executive Officer of the Company may reasonably request. Consultant
shall not be required to expend any minimum number of hours hereunder and the
rendering of all consulting services shall be subject in priority to
Consultant's own business interests.
3. Consulting Fees.  In consideration for (i) the availability of Consultant to
render the services, (ii) the services to be rendered by Consultant during the
Term, and (iii) the other provisions of this Agreement, the Company shall
promptly issue to the Consultant 500,000 shares of the Company's common stock,
which shares shall be subject to S-8 Registration to be filed between May 13,
2002 and May 20, 2002.   The shares so registered shall be subject to a
"leak-out" provision of 10,000 shares per week, until all shares are sold.  The
shares shall be deposited in a brokerage account designated by the Company, in
the name of the Consultant.
4. Expenses.  Upon submission of proper vouchers or other similar evidence of
expenditures, the Company shall, upon request by Consultant, reimburse
Consultant for all reasonable travel and out-of-pocket expenses incurred by
Consultant in connection with services requested and rendered hereunder. All
expense items require the prior approval of the Company.
5. Notices.  All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given when either
served personally or two (2) business days after being sent priority next day
delivery by a nationally recognized courier or three (3) business days after
being mailed by certified or registered mail, return receipt requested; or to
such address or to such persons as either party shall have last designated by
written notice to the other.
6. Assignability.  This Agreement shall inure to the benefit of and be binding
upon the parties, their successors and permitted assigns. Neither party may
assign this Agreement or its rights or obligations hereunder without the prior
written consent of the other party.
7. Entire Agreement.  This instrument constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof and supercedes all
prior agreements and understandings, written or oral, among them with respect to
the subject matter hereof. This Agreement may be modified only by a written
instrument signed by the parties.
8. Governing Law.  This Agreement shall be governed by and construed (both as to
validity and performance) and enforced in accordance with the laws of the State
of New York without giving effect to the conflicts or choice of law provisions
thereof.
9. Counterparts.  This Agreement may be executed in counterparts each of which
shall be deemed an original and all of which taken together shall constitute one
and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written.
Universal Media Holdings, Inc.
__________________________________
By: Douglas Thiessen, President

___________________________________
James W. Zimbler

<PAGE>

OPINION  OF  MICHAEL  S.  KROME
Exhibit  5.1



                             Michael S. Krome, P.C.
                                 Attorney-at-Law
                                  8 Teak Court
                           Lake Grove, New York  11755
                                 (631) 737-8381

                                                                   June 10, 2002


Universal  Media  Holdings,  Inc.
44 Delafield St
New Brunswick NJ 08901

Dear  Sirs:

     You have requested an opinion with respect to certain matters in connection
with  the  filing  by  Universal  Media  Holdings,  Inc.,  (the  "Company") of a
Registration  Statement  on  Form  S-8  (the  "Registration Statement") with the
Securities  and  Exchange  Commission,  covering  the  registration of 4,025,000
shares,  par  value  $0.0001  per share (the "Shares"), for issuance pursuant to
various  agreements  between the Company and the holders of the shares specified
below.

     The  shares  to  be  covered  by  the  Form  S-8  include:

1.   500,000  shares  of common stock to be issued to James P. Yaworski pursuant
     to  the  Agreement  entered  into  by  the  Company;
2.   1,000,000 shares of common stock to be issued to Frank Carino pursuant to
     the Agreement entered into by the Company;
3.   2,000,000 shares of common stock to be issued to Daniele Forigo pursuant to
     the Agreement entered into by the Company;
4.   500,000 shares of common stock to be issued to James W. Zimbler pursuant to
     the Agreement entered into by the Company; and
5.   25,000 shares of common stock to be issued to Michael S. Krome, for legal
     services provided to the Company, but not paid for.

     In  connection  with  this  opinion,  we  have examined and relied upon the
Company's  Amended  Articles  of  Incorporation  and By-Laws, the Minutes of the
Meetings  of  the Board of Directors of the Company as well as the originals and
copies,  certified  to my satisfaction, of such records, documents certificates,
memoranda  and  other instruments as in my judgment are necessary or appropriate
to  enable  me  to  render  the  opinion  contained herein.  We have assumed the
genuineness  and  authenticity  of  all  documents  submitted  as originals, the
conformity  to  the originals of all documents submitted to me as copies thereof
and  the  due  execution, delivery or filing of documents, where such execution,
delivery  or  filling  are  a  prerequisite  to  the  effectiveness  thereof.

     We  have  also  reviewed  the  previous filings of the Company, and for the
purposes  of  this  opinion  have relied upon the representations of the Company
that  it  is  current  in its filings and that the filings are true and accurate
representations  of  the  state  of  the  Company when the documents were filed.

     On  the  basis  of  the  foregoing,  and in reliance thereon, we are of the
opinion  that  the  Shares,  when  issued  in  accordance  with the Registration
Statement  and  the Consulting Agreement, or Retainer Agreement, will be validly
issued, fully paid and non-assessable shares of the Common Stock of the Company,
and  do  not  need  to  bear  a  restrictive  legend  upon  them.

     We  consent to the filing of this opinion as an exhibit to the Registration
Statement.

                                        Very  truly  yours,


                                        Michael  S.  Krome

<PAGE>

CONSENT  OF  INDEPENDENT  AUDITOR
EXHIBIT  23.1


                                Aaron Stein, CPA,
                               Woodmere, New York



I hereby consent to the use in the Prospectus constituting part of the
Registration Statement on Form S-8, to be filed by Universal Media Holdings,
Inc. of our Auditors' Opinion dated February 6, 2002, accompanying the financial
statements of Universal Media Holdings, Inc. as of September 30, 2001 and 2000,
and to the use of my name under the caption "Experts" in the Prospectus.

/s/ Aaron Stein, CPA
------------------------------------
Certified Public Accountants
Woodmere, New York
June 10 , 2002
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 39693}]
{"company-data": {"conformed-name": "UNIVERSAL MEDIA HOLDINGS INC", "cik": "0001100779", "assigned-sic": "4210", "irs-number": "223360133", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90214", "film-number": "02676301"}, "business-address": {"street1": "44 DELAFIELD ST", "city": "NEW BRUNSWICK", "state": "NJ", "zip": "08901", "phone": "7329379419"}, "mail-address": {"street1": "44 DELAFIELD ST", "city": "NEW BRUNSWICK", "state": "NJ", "zip": "08901"}, "former-company": {"former-conformed-name": "NET TRONICS COMMUNICATIONS CORP", "date-changed": "19991209"}}
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  -------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                         UNIVERSAL MEDIA HOLDINGS, INC.
                                ----------------
             (Exact name of registrant as specified in its charter)

            Delaware                                      22-3360133
-------------------------------             ------------------------------------
(State  or  other  jurisdiction  of     (I.R.S.  Employer  Identification  No.)
incorporation  or  organization)

                                44 Delafield St.
                         New Brunswick, New Jersey 08901
                       -----------------------------------
                (Address of Principal Executive Office) (Zip Code)

                         Commission File No.:  000-28459

                           Various Compensation Plans
                                -----------------
                            (Full title of the plan)

                                Douglas Thiessen
                                44 Delafield St.
                         New Brunswick, New Jersey 08901
                        ---------------------------------
                     (Name and address of agent for service)

                                 (403) 678-9763
                          ----------------------------
          (Telephone number, including area code, of agent for service)
                                  -------------

                         CALCULATION OF REGISTRATION FEE
================================================================================
Proposed             Proposed
Title of          Amount         Maximum              Maximum              Amount of
Securities to     to be          Offering Price       Aggregate            Registration
Be Registered     Registered     Per Share (1)        Offering Price (1)   Fee
----------------  -------------  --------------       ---------------      ------------
Common Stock,     4,025,000      $0.55                $2,213,750           $203.66
par value $.0001
per share
-----------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457, based on the closing price of the Common
Stock, as reported by the OTC Bulletin Board, on June 10, 2002.
-----------------------------------------------------------------------------
================================================================================
EXPLANATORY NOTE
----------------

In  accordance  with the instructional Note to Part 1 of Form S-8 as promulgated
by  the  Securities and Exchange Commission, the information specified by Part 1
of  Form  S-8  has been omitted from this Registration Statement on Form S-8 for
offers  of  Common  Stock  pursuant  to  the  Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  CERTAIN  DOCUMENTS  BY  REFERENCE.
        -----------------------------------------------

     The  following  documents  previously filed with the Commission pursuant to
the  1934  Act  are  hereby  incorporated  in  this  prospectus  by  reference:

     1.     Universal  Media  Holdings Inc.'s Annual Report on Form 10-K for the
year  ended  September  30,  2001;

     2.     Universal Media Holdings, Inc.'s Quarterly Report on Form 10-QSB for
the  quarter  ended  December  31,  2001;  and

     3.     All  reports  filed by Registrant pursuant to Section 13(a) or 15(d)
of  the  Exchange  Act  since  September  5,  1997.

     All  documents filed by Universal Media Holdings, Inc., pursuant to Section
13(a),  13(c),  14  or  15(d)  of  the  1934  Act subsequent to the date of this
prospectus  and prior to the termination of this offering, shall be deemed to be
incorporated by reference into this prospectus.  Any information incorporated by
reference  shall  be modified or superseded by any information contained in this
prospectus  or  in  any  other  document  filed later with the Commission, which
modifies  or  supersedes  such information.  Any information that is modified or
superseded shall become a part of this prospectus as the information has been so
modified  or  superseded.

     We  will  provide  without  charge  to  each person to whom a prospectus is
delivered, upon written or oral request of such person, a copy of any and all of
the  information  that  has  been  incorporated  by reference in this prospectus
(excluding  exhibits  unless  such  exhibits  are  specifically  incorporated by
reference into such documents).  Please direct such requests to David Berkowitz,
44  Delafield,  New  Brunswick,  New  Jersey,  08901  (732)  937-9419.

     All documents filed by the Company with the Commission pursuant to Sections
13(a),  13(c),  14  or  15(d)  of  the  Exchange  Act  after  the  date  of this
Registration  Statement  and  prior to the time a post-effective amendment which
indicates that the securities offered hereby have been sold or which deregisters
all  securities  then  remaining  unsold,  shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of  filing  of  such  documents.
Any  statement  contained  in  any  document  incorporated  or deemed to be
incorporated  by  reference  herein shall be deemed to be modified or superseded
for  purposes  of  this  Registration  Statement  to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed  to  be  incorporated  by  reference  herein  modifies or supersedes such
statement.  Any  such  statement  so modified or superseded shall not be deemed,
except  as  modified  or  superseded,  to constitute a part of this Registration
Statement.

ITEM  4.  DESCRIPTION  OF  SECURITIES
        -------------------------

     Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL
        --------------------------------------

     Not  Applicable

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.
        -----------------------------------------

     The  Company is a Delaware corporation. Reference is made to Section 145 of
the  Delaware  General  Corporation  Law  (the  "DGCL"),  which  provides that a
corporation  may indemnify any person, including an officer or director, who is,
or is threatened to be made, party to any threatened, pending or completed legal
action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative  (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee, or
agent  of  such  corporation  or  is  or  was  serving  at  the  request of such
corporation  as  an officer, director, employee, or agent of another corporation
or  enterprise.  The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
officer,  director,  employee,  or  agent acted in good faith and in a manner he
reasonably  believed to be in or not opposed to the corporation's best interests
and,  with  respect  to criminal proceedings, had no reasonable cause to believe
that  his conduct was unlawful.  Section 145 of the DGCL provides further that a
Delaware  corporation may indemnify officers and directors in an action by or in
the  right  of  the  corporation  under  the  same  conditions,  except  that no
indemnification  is  permitted  without  judicial  approval  if  the  officer or
director  is  adjudged  to  be  liable  to  the corporation. Where an officer or
director  is  successful on the merits or otherwise in the defense of any action
referred  to  above  or  any  claim  therein, the corporation must indemnify him
against  the  expenses  that  such  officer  or director actually and reasonably
incurred.  The  certificate  of  incorporation  of  the  Company  provides  for
indemnification  of  its  officers and directors to the full extent permitted by
the  DGCL.

     The  certificate  of  incorporation  also  provides  that  directors of the
Company  will  not  be  personally  liable  for monetary damages for breach of a
director's fiduciary duty as a director, except for liability (i) for any breach
of  the  director's duty of loyalty to the Company or its shareholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation  of  law, (iii) for unlawful payment of dividends or unlawful
stock repurchases or redemptions as provided in Section 174 of the DGCL, or (iv)
for  any  transaction  from  which  the  director  derived  an improper personal
benefit.
ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.
        -----------------------------------

         Not  applicable

ITEM  8.  EXHIBITS.
          ---------

3.1          Articles  of  Incorporation  of  the  Company,  as  amended  (1)
3.2          By-laws of the Company, as amended (1)
4.11     Consulting  Agreements  with  Frank  Carino,  Daniele  Forigo, James P.
Yaworski  and  James  Zimbler
5.1     Opinion  of  Michael  S.  Krome,  Esq.
23.1     Consent  of  Aaron  Stein,  CPA,  Independent  Auditor
24.1     Consent  of  Michael  S.  Krome  (included  in  Exhibit  5.2)

(1)     Incorporated  by  reference  from  the  Company's Amended Report on Form
10-SB,  filed  with the Commission on April 14, 2000, and as amended thereafter,
and  incorporated  herein  by  reference.

ITEM  9.  UNDERTAKINGS.

         The  undersigned  the  Company  hereby  undertakes:

         (a)(1)  To  file,  during any period in which offers or sales are being
made,  a  post-effective  amendment  to  this  registration  statement:
8     To  include  any prospectus required by Section 10(a)(3) of the Securities
Act  of  1933  (the  "Securities  Act");
          (ii)  To  reflect  in the prospectus any facts or events arising after
the  effective  date  of  the  registration  statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or  in the aggregate,
represents a fundamental change in the information set forth in the registration
statement;
          (iii)  To include any material information with respect to the plan of
distribution  not  previously  disclosed  in  the  registration statement or any
material  change  to  such  information  in  the  registration  statement.
          PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i) and (a)(1)(ii) do not
apply  if  the information required to be included in a post-effective amendment
by  those  paragraphs  is  contained  in  periodic  reports filed by the Company
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated  by  reference  in  the  registration  statement.
          (2)  That,  for  the  purpose  of  determining any liability under the
Securities  Act,  each such post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the  offering.
     (b)  The  undersigned  the  Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant  to  Section 13(a) or Section 15(d) of the Exchange Act
(and,  where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.
     (c) Insofar as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised  that  in  the  opinion  of  the Securities and Exchange Commission such
indemnification  is  against  pubic  policy  as  expressed  in  the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such  liabilities (other than the payment by the Company of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the Company in the
successful  defense  of  any  action,  suit  or  proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the  Company  will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy  as  expressed  in  the  Securities Act and will be governed by the final
adjudication  of  such  issue.

SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned,  hereunto duly
authorized,  in  the  County  of  Bergen,  State of New Jersey on June 10, 2002.

                                   Universal  Media  Holdings,  Inc.

                                   By:   /s/  Douglas  Thiessen
                                   ------------------------------
                                   Douglas  Thiessen
KNOW  ALL  MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes  and appoints Douglas Thiessen, his attorney-in-fact and agent, with
full power of substitution, for him and in his name, place and stead, in any and
all  capacities,  to  sign any or all amendments to this Registration Statement,
and  to  file  the  same,  with  all  exhibits  thereto,  and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and  every  act  and  thing  requisite and necessary to be done in and about the
premises,  as  fully  to  all  intents  and  purposes as he might or could do in
person,  hereby  ratifying  and  confirming  all  that said attorney-in-fact and
agent,  or his substitute or substitutes, may lawfully do or cause to be done by
virtue  hereof.

         Pursuant  to  the  requirements  of  the  Securities  Act of 1933, this
Registration  Statement  has  been  signed below by the following persons in the
capacities  and  on  the  date  indicated:
Signature                        Title             Date
----------                       -----             ----
(1)  Principal Executive

/s/     Douglas Thiessen         President         June 10, 2002
-------------------
        Douglas Thiessen

(2)  Directors

/s/     Douglas Thiessen         Director          June 10, 2002
------------------
        Douglas Thiessen

/s/     David Berkowitz          Director          June 10, 2002
-------------------
        David Berkowitz
EXHIBIT
NUMBER     DESCRIPTION
-------    -----------
3.1          Amended  Articles  of  Incorporation  of  the  Company  (1)
3.2          Bylaws  of  the  Company  (1)
4.11         Consulting Agreements with Frank Carino, Daniele Forigo, James P.
             Yaworski  and  James  Zimbler
5.1          Opinion  of  Michael  S.  Krome,  Esq.
23.1         Consent  of  Aaron  Stein,  CPA,  Independent  Auditor
24.2         Consent  of  Michael  S.  Krome  (included  in  Exhibit  5.2)

     (1)  Incorporated by reference from the Company's Amended Report on
          Form 10-SB, filed with the Commission on April 14, 2000, and as
          amended thereafter, and incorporated herein by reference.
EXHIBIT 4.11
CONSULTING AGREEMENT, dated the 31st day of May, 2002, by and between Universal
Media Holdings, Inc., a Delaware corporation having executive offices at 44
Delafield, New Brunswick, New Jersey (the "Company"), and James P. Yaworski, an
individual, (the "Consultant").
                              W I T N E S S E T H :
WHEREAS, the Consultant has considerable knowledge of and experience providing
consulting services regarding the identification, evaluation, structuring,
negotiating and closing of joint ventures, strategic alliances and business
acquisitions as well as product development (the "Business"); and
WHEREAS, the Company desires to obtain the benefit of Consultant's special
knowledge and experience regarding the identification, evaluation, structuring,
negotiating and closing of joint ventures, strategic alliances and business
acquisitions as well as product development; and
WHEREAS, the Company's management has determined that it would be in the best
interest of the Company to make use of the Consultant's knowledge and
experience; and
WHEREAS, Consultant desires to serve as consultant to the Company;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements herein contained the Company and the Consultant hereby agree as
follows:
1. Term.  The Company hereby engages Consultant to render the consulting
services as hereinafter set forth, and Consultant hereby agrees to render such
services for a period commencing the date hereof and terminating on May 31, 2003
(the "Term").
2. Consulting Services.  The Company hereby retains the Consultant, and the
Consultant agrees, to render consulting and advisory services to the Company
during the Term hereof in connection with the Business, from time to time, and
as the Chief Executive Officer of the Company may reasonably request. Consultant
shall not be required to expend any minimum number of hours hereunder and the
rendering of all consulting services shall be subject in priority to
Consultant's own business interests.
3. Consulting Fees.  In consideration for (i) the availability of Consultant to
render the services, (ii) the services to be rendered by Consultant during the
Term, and (iii) the other provisions of this Agreement, the Company shall
promptly issue to the Consultant 500,000 shares of the Company's common stock,
which shares shall be subject to S-8 Registration to be filed between June 1,
2002 and June 30, 2002.
4. Expenses.  Upon submission of proper vouchers or other similar evidence of
expenditures, the Company shall, upon request by Consultant, reimburse
Consultant for all reasonable travel and out-of-pocket expenses incurred by
Consultant in connection with services requested and rendered hereunder. All
expense items require the prior approval of the Company.
5. Notices.  All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given when either
served personally or two (2) business days after being sent priority next day
delivery by a nationally recognized courier or three (3) business days after
being mailed by certified or registered mail, return receipt requested; or to
such address or to such persons as either party shall have last designated by
written notice to the other.
6. Assignability.  This Agreement shall inure to the benefit of and be binding
upon the parties, their successors and permitted assigns. Neither party may
assign this Agreement or its rights or obligations hereunder without the prior
written consent of the other party.
7. Entire Agreement.  This instrument constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof and supercedes all
prior agreements and understandings, written or oral, among them with respect to
the subject matter hereof. This Agreement may be modified only by a written
instrument signed by the parties.
8. Governing Law.  This Agreement shall be governed by and construed (both as to
validity and performance) and enforced in accordance with the laws of the State
of New York without giving effect to the conflicts or choice of law provisions
thereof.
9. Counterparts.  This Agreement may be executed in counterparts each of which
shall be deemed an original and all of which taken together shall constitute one
and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written.
Universal Media Holdings, Inc.
__________________________________
By: Douglas Thiessen, President

___________________________________
James P. Yaworski
CONSULTING AGREEMENT, dated the 31st day of May, 2002, by and between Universal
Media Holdings, Inc., a Delaware corporation having executive offices at 44
Delafield, New Brunswick, New Jersey (the "Company"), and Frank Carino, an
individual, (the "Consultant").
                              W I T N E S S E T H :
WHEREAS, the Consultant has considerable knowledge of and experience providing
consulting services regarding the identification, evaluation, structuring,
negotiating and closing of joint ventures, strategic alliances and business
acquisitions as well as product development (the "Business"); and
WHEREAS, the Company desires to obtain the benefit of Consultant's special
knowledge and experience regarding the identification, evaluation, structuring,
negotiating and closing of joint ventures, strategic alliances and business
acquisitions as well as product development; and
WHEREAS, the Company's management has determined that it would be in the best
interest of the Company to make use of the Consultant's knowledge and
experience; and
WHEREAS, Consultant desires to serve as consultant to the Company;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements herein contained the Company and the Consultant hereby agree as
follows:
1. Term.  The Company hereby engages Consultant to render the consulting
services as hereinafter set forth, and Consultant hereby agrees to render such
services for a period commencing the date hereof and terminating on May 31, 2003
(the "Term").
2. Consulting Services.  The Company hereby retains the Consultant, and the
Consultant agrees, to render consulting and advisory services to the Company
during the Term hereof in connection with the Business, from time to time, and
as the Chief Executive Officer of the Company may reasonably request. Consultant
shall not be required to expend any minimum number of hours hereunder and the
rendering of all consulting services shall be subject in priority to
Consultant's own business interests.
3. Consulting Fees.  In consideration for (i) the availability of Consultant to
render the services, (ii) the services to be rendered by Consultant during the
Term, and (iii) the other provisions of this Agreement, the Company shall
promptly issue to the Consultant 1,000,000 shares of the Company's common stock,
which shares shall be subject to S-8 Registration to be filed between June 1,
2002 and June 30, 2002.
4. Expenses.  Upon submission of proper vouchers or other similar evidence of
expenditures, the Company shall, upon request by Consultant, reimburse
Consultant for all reasonable travel and out-of-pocket expenses incurred by
Consultant in connection with services requested and rendered hereunder. All
expense items require the prior approval of the Company.
5. Notices.  All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given when either
served personally or two (2) business days after being sent priority next day
delivery by a nationally recognized courier or three (3) business days after
being mailed by certified or registered mail, return receipt requested; or to
such address or to such persons as either party shall have last designated by
written notice to the other.
6. Assignability.  This Agreement shall inure to the benefit of and be binding
upon the parties, their successors and permitted assigns. Neither party may
assign this Agreement or its rights or obligations hereunder without the prior
written consent of the other party.
7. Entire Agreement.  This instrument constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof and supercedes all
prior agreements and understandings, written or oral, among them with respect to
the subject matter hereof. This Agreement may be modified only by a written
instrument signed by the parties.
8. Governing Law.  This Agreement shall be governed by and construed (both as to
validity and performance) and enforced in accordance with the laws of the State
of New York without giving effect to the conflicts or choice of law provisions
thereof.
9. Counterparts.  This Agreement may be executed in counterparts each of which
shall be deemed an original and all of which taken together shall constitute one
and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written.
Universal Media Holdings, Inc.
__________________________________
By: Douglas Thiessen, President

___________________________________
Frank Carino
CONSULTING AGREEMENT, dated the 31st day of May, 2002, by and between Universal
Media Holdings, Inc., a Delaware corporation having executive offices at 44
Delafield, New Brunswick, New Jersey (the "Company"), and Daniele Forigo, an
individual, (the "Consultant").
                              W I T N E S S E T H :
WHEREAS, the Consultant has considerable knowledge of and experience providing
consulting services regarding the identification, evaluation, structuring,
negotiating and closing of joint ventures, strategic alliances and business
acquisitions as well as product development (the "Business"); and
WHEREAS, the Company desires to obtain the benefit of Consultant's special
knowledge and experience regarding the identification, evaluation, structuring,
negotiating and closing of joint ventures, strategic alliances and business
acquisitions as well as product development; and
WHEREAS, the Company's management has determined that it would be in the best
interest of the Company to make use of the Consultant's knowledge and
experience; and
WHEREAS, Consultant desires to serve as consultant to the Company;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements herein contained the Company and the Consultant hereby agree as
follows:
1. Term.  The Company hereby engages Consultant to render the consulting
services as hereinafter set forth, and Consultant hereby agrees to render such
services for a period commencing the date hereof and terminating on May 31, 2003
(the "Term").
2. Consulting Services.  The Company hereby retains the Consultant, and the
Consultant agrees, to render consulting and advisory services to the Company
during the Term hereof in connection with the Business, from time to time, and
as the Chief Executive Officer of the Company may reasonably request. Consultant
shall not be required to expend any minimum number of hours hereunder and the
rendering of all consulting services shall be subject in priority to
Consultant's own business interests.
3. Consulting Fees.  In consideration for (i) the availability of Consultant to
render the services, (ii) the services to be rendered by Consultant during the
Term, and (iii) the other provisions of this Agreement, the Company shall
promptly issue to the Consultant 2,000,000 shares of the Company's common stock,
which shares shall be subject to S-8 Registration to be filed between June 1,
2002 and June 30, 2002.
4. Expenses.  Upon submission of proper vouchers or other similar evidence of
expenditures, the Company shall, upon request by Consultant, reimburse
Consultant for all reasonable travel and out-of-pocket expenses incurred by
Consultant in connection with services requested and rendered hereunder. All
expense items require the prior approval of the Company.
5. Notices.  All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given when either
served personally or two (2) business days after being sent priority next day
delivery by a nationally recognized courier or three (3) business days after
being mailed by certified or registered mail, return receipt requested; or to
such address or to such persons as either party shall have last designated by
written notice to the other.
6. Assignability.  This Agreement shall inure to the benefit of and be binding
upon the parties, their successors and permitted assigns. Neither party may
assign this Agreement or its rights or obligations hereunder without the prior
written consent of the other party.
7. Entire Agreement.  This instrument constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof and supercedes all
prior agreements and understandings, written or oral, among them with respect to
the subject matter hereof. This Agreement may be modified only by a written
instrument signed by the parties.
8. Governing Law.  This Agreement shall be governed by and construed (both as to
validity and performance) and enforced in accordance with the laws of the State
of New York without giving effect to the conflicts or choice of law provisions
thereof.
9. Counterparts.  This Agreement may be executed in counterparts each of which
shall be deemed an original and all of which taken together shall constitute one
and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written.
Universal Media Holdings, Inc.
__________________________________
By: Douglas Thiessen, President

___________________________________
Daniele Forigo
CONSULTING AGREEMENT, dated the 31st day of March, 2002, by and between
Universal Media Holdings, Inc., a Delaware corporation having executive offices
at 68A Lamar Street, North Babylon, New York (the "Company"), and James W.
Zimbler, an individual, (the "Consultant").
                              W I T N E S S E T H :
WHEREAS, the Consultant has considerable knowledge of and experience providing
consulting services regarding the identification, evaluation, structuring,
negotiating and closing of joint ventures, strategic alliances and business
acquisitions as well as product development (the "Business"); and
WHEREAS, the Company desires to obtain the benefit of Consultant's special
knowledge and experience regarding the identification, evaluation, structuring,
negotiating and closing of joint ventures, strategic alliances and business
acquisitions as well as product development; and
WHEREAS, the Company's management has determined that it would be in the best
interest of the Company to make use of the Consultant's knowledge and
experience; and
WHEREAS, Consultant desires to serve as consultant to the Company;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements herein contained the Company and the Consultant hereby agree as
follows:
1. Term.  The Company hereby engages Consultant to render the consulting
services as hereinafter set forth, and Consultant hereby agrees to render such
services for a period commencing the date hereof and terminating on March 31,
2003 (the "Term").
2. Consulting Services.  The Company hereby retains the Consultant, and the
Consultant agrees, to render consulting and advisory services to the Company
during the Term hereof in connection with the Business, from time to time, and
as the Chief Executive Officer of the Company may reasonably request. Consultant
shall not be required to expend any minimum number of hours hereunder and the
rendering of all consulting services shall be subject in priority to
Consultant's own business interests.
3. Consulting Fees.  In consideration for (i) the availability of Consultant to
render the services, (ii) the services to be rendered by Consultant during the
Term, and (iii) the other provisions of this Agreement, the Company shall
promptly issue to the Consultant 500,000 shares of the Company's common stock,
which shares shall be subject to S-8 Registration to be filed between May 13,
2002 and May 20, 2002.   The shares so registered shall be subject to a
"leak-out" provision of 10,000 shares per week, until all shares are sold.  The
shares shall be deposited in a brokerage account designated by the Company, in
the name of the Consultant.
4. Expenses.  Upon submission of proper vouchers or other similar evidence of
expenditures, the Company shall, upon request by Consultant, reimburse
Consultant for all reasonable travel and out-of-pocket expenses incurred by
Consultant in connection with services requested and rendered hereunder. All
expense items require the prior approval of the Company.
5. Notices.  All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given when either
served personally or two (2) business days after being sent priority next day
delivery by a nationally recognized courier or three (3) business days after
being mailed by certified or registered mail, return receipt requested; or to
such address or to such persons as either party shall have last designated by
written notice to the other.
6. Assignability.  This Agreement shall inure to the benefit of and be binding
upon the parties, their successors and permitted assigns. Neither party may
assign this Agreement or its rights or obligations hereunder without the prior
written consent of the other party.
7. Entire Agreement.  This instrument constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof and supercedes all
prior agreements and understandings, written or oral, among them with respect to
the subject matter hereof. This Agreement may be modified only by a written
instrument signed by the parties.
8. Governing Law.  This Agreement shall be governed by and construed (both as to
validity and performance) and enforced in accordance with the laws of the State
of New York without giving effect to the conflicts or choice of law provisions
thereof.
9. Counterparts.  This Agreement may be executed in counterparts each of which
shall be deemed an original and all of which taken together shall constitute one
and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written.
Universal Media Holdings, Inc.
__________________________________
By: Douglas Thiessen, President

___________________________________
James W. Zimbler
OPINION  OF  MICHAEL  S.  KROME
Exhibit  5.1

                             Michael S. Krome, P.C.
                                 Attorney-at-Law
                                  8 Teak Court
                           Lake Grove, New York  11755
                                 (631) 737-8381

                                                                   June 10, 2002

Universal  Media  Holdings,  Inc.
44 Delafield St
New Brunswick NJ 08901

Dear  Sirs:

     You have requested an opinion with respect to certain matters in connection
with  the  filing  by  Universal  Media  Holdings,  Inc.,  (the  "Company") of a
Registration  Statement  on  Form  S-8  (the  "Registration Statement") with the
Securities  and  Exchange  Commission,  covering  the  registration of 4,025,000
shares,  par  value  $0.0001  per share (the "Shares"), for issuance pursuant to
various  agreements  between the Company and the holders of the shares specified
below.

     The  shares  to  be  covered  by  the  Form  S-8  include:

1.   500,000  shares  of common stock to be issued to James P. Yaworski pursuant
     to  the  Agreement  entered  into  by  the  Company;
2.   1,000,000 shares of common stock to be issued to Frank Carino pursuant to
     the Agreement entered into by the Company;
3.   2,000,000 shares of common stock to be issued to Daniele Forigo pursuant to
     the Agreement entered into by the Company;
4.   500,000 shares of common stock to be issued to James W. Zimbler pursuant to
     the Agreement entered into by the Company; and
5.   25,000 shares of common stock to be issued to Michael S. Krome, for legal
     services provided to the Company, but not paid for.

     In  connection  with  this  opinion,  we  have examined and relied upon the
Company's  Amended  Articles  of  Incorporation  and By-Laws, the Minutes of the
Meetings  of  the Board of Directors of the Company as well as the originals and
copies,  certified  to my satisfaction, of such records, documents certificates,
memoranda  and  other instruments as in my judgment are necessary or appropriate
to  enable  me  to  render  the  opinion  contained herein.  We have assumed the
genuineness  and  authenticity  of  all  documents  submitted  as originals, the
conformity  to  the originals of all documents submitted to me as copies thereof
and  the  due  execution, delivery or filing of documents, where such execution,
delivery  or  filling  are  a  prerequisite  to  the  effectiveness  thereof.

     We  have  also  reviewed  the  previous filings of the Company, and for the
purposes  of  this  opinion  have relied upon the representations of the Company
that  it  is  current  in its filings and that the filings are true and accurate
representations  of  the  state  of  the  Company when the documents were filed.

     On  the  basis  of  the  foregoing,  and in reliance thereon, we are of the
opinion  that  the  Shares,  when  issued  in  accordance  with the Registration
Statement  and  the Consulting Agreement, or Retainer Agreement, will be validly
issued, fully paid and non-assessable shares of the Common Stock of the Company,
and  do  not  need  to  bear  a  restrictive  legend  upon  them.

     We  consent to the filing of this opinion as an exhibit to the Registration
Statement.

                                        Very  truly  yours,

                                        Michael  S.  Krome
CONSENT  OF  INDEPENDENT  AUDITOR
EXHIBIT  23.1

                                Aaron Stein, CPA,
                               Woodmere, New York

I hereby consent to the use in the Prospectus constituting part of the
Registration Statement on Form S-8, to be filed by Universal Media Holdings,
Inc. of our Auditors' Opinion dated February 6, 2002, accompanying the financial
statements of Universal Media Holdings, Inc. as of September 30, 2001 and 2000,
and to the use of my name under the caption "Experts" in the Prospectus.

/s/ Aaron Stein, CPA
------------------------------------
Certified Public Accountants
Woodmere, New York
June 10 , 2002