U. S. SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549


                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933


                UgoMedia Interactive Corporation
     ------------------------------------------------------
     (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


            Nevada                         88-0470239
-------------------------------  -------------------------------
(STATE OR OTHER JURISDICTION OF           (IRS EMPLOYER
INCORPORATION OR ORGANIZATION)        INDENTIFICATION NO.)


 3400 West Desert Inn Road, Suite              89102
                13
---------------------------------- -----------------------------
 (Address of principal executive            (Zip Code)
             offices)


                         (317) 915-9220
      (Registrant's telephone number, including area code)

                  Consulting Agreements Between
                         the Company and
                Scott Bleazard and Stephen Brock
                    (Full title of the plans)

                 Michael W. Stapleton, President
                UgoMedia Interactive Corporation
               3400 West Desert Inn Road, Suite 13
                     Las Vegas, Nevada 89102
             ---------------------------------------
             (Name and address of agent for service)

                         (317) 915-9220
  -------------------------------------------------------------
  (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)



                               Page 1



=================================================================

                 CALCULATION OF REGISTRATION FEE

                                Proposed   Proposed
                                maximum    Maximum
                                offering  Aggregate   Amount of
   Title of      Amount to be    price     offering  registrati
  securities                                             on
     to be        Registered    per unit    price        fee
  registered
----------------------------------------------------------------

Common stock,       500,000      $0.28     $140,000    $33.46
par                 shares
value, $0.001
per
share

----------------------------------------------------------------

*  Estimated  solely for purposes of calculating the registration
fee.   Calculated  in  accordance  with  Rule  457(c)  under  the
Securities  Act  of 1933 based upon the average of  the  bid  and
asked  price  of Common Stock of UgoMedia Interactive Corporation
as reported on the OTCBBr on May 21, 2002.

                             PART I

          Information Required in the Section 10(a) Prospectus

Item 1.  Plan Information

The  Company  is offering shares of its common stock  to  various
individuals  for  consulting services on  the  Company's  behalf.
This  issuance  of  shares is being made pursuant  to  consulting
agreements between the Company and the individuals.  The  Company
has  equated this number of shares to the value of the consulting
services  provided or to be provided by these  individuals.   The
shares  issued  hereunder  will not  be  subject  to  any  resale
restrictions.  The following individuals will receive the  number
of shares listed next to their names:

        Scott Bleazard       250,000
        Stephen Brock        250,000

Item 2.  Registrant Information And Employee Plan Annual
Information.

The document(s) containing the information specified in Part I of
Form  S-8  will be sent or given to participants as specified  by
Rule   428(b)(1)  promulgated  by  the  Securities  and  Exchange
Commission  (the "Commission") under the Securities Act  of  1933
(the  "Securities Act").  Such document(s) are  not  being  filed
with  the  Commission, but constitute (along with  the  documents
incorporated   by  reference  into  the  Registration   Statement
pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.



                             Page 2



                             PART II

          Information Required in the Registration Statement

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The  following documents, filed with the Securities and  Exchange
Commission    (the   "Commission")   by   UgoMedia    Interactive
Corporation,   a   Nevada   corporation   (the   Company"),   are
incorporated herein by reference:

      (a)  The  registrant's Articles of Incorporation  filed  on
August 22, 2000;
      (b) The registrant's By-Laws filed on August 22, 2000;
      (c) The  Company's  Form  10-SB12G  Registration  Statement
initially filed by the   Company  under  the  Securities Exchange
Act of 1934, as amended (the "Exchange Act"), with the Commission
on June 27, 2001, and subsequent amendments thereto;
      (d)  The Form 10-KSB annual report of the Company  for  its
fiscal year ended  December 31, 2001, and all other reports of  the
Company filed pursuant  to  Section 13(a) or 15(d) of the  Securities
Exchange Act of 1934 since the end of the fiscal year ended December 31,
2001; and
      (e)  All  documents subsequently filed  by  the  registrant
pursuant to sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
during the effectiveness of this registration statement.

All  documents  incorporated by reference  herein  will  be  made
available  to  all participants without charge, upon  written  or
oral  request.   Other  documents required  to  be  delivered  to
participants pursuant to Rule 428(b)(1) under the Securities  Act
of  1933 are also available without charge, upon written or  oral
request.  All requests for documents shall be directed to:

          Michael   Stapleton,  President
          UgoMedia Interactive Corporation
          3400 West Desert Inn Road, Suite 13
          Las Vegas, NV 89102
          (317) 915-9220

ITEM 4.  DESCRIPTION OF SECURITIES.

Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

The  shares registered herein are being issued to the consultants
for   services   provided   to  the  Registrant.    Neither   the
Registrant's  Accountants  nor any other  experts  named  in  the
registration  statement has any equity or other interest  in  the
Registrant.



                             Page 3



ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The  Articles  of  Incorporation of the Company provide  for  the
Indemnification  of  employees and  officers  in  certain  cases.
Insofar  as  indemnification for liabilities  arising  under  the
Securities Act of 1922 may be permitted to directors, officers or
persons   controlling  the  company  pursuant  to  the  foregoing
provisions, the company has been informed that in the opinion  of
the  securities  and Exchange Commission such indemnification  is
against  public policy as expressed in the Act and  is  therefore
not  enforceable.  At the present time, the Company does not have
any  officer-director liability insurance although  permitted  by
Section   78.752   of  the  GCL,  nor  does  the   Company   have
indemnification  agreements with any of its directors,  officers,
employees or agents.

In  addition,  Section 78.751 of the Nevada  General  Corporation
Laws  provides  as follows: 78.751 Indemnification  of  officers,
directors, employees and agents; advance of expenses.

1.   A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed  action, suit or proceeding, whether  civil,  criminal,
administrative or investigative, except an action by  or  in  the
right of the corporation, by reason of the fact that he is or was
a  director, officer, employee or agent of the corporation, or is
or  was  serving at the request of the corporation as a director,
officer,  employee or agent of another corporation,  partnership,
joint  venture,  trust  or  other enterprise,  against  expenses,
including attorney's fees, judgments, fines and amounts  paid  in
settlement  actually and reasonably incurred by him in connection
with the action, suitor proceeding if he acted in good faith  and
in  a manner which he reasonably believed to be in or not opposed
to  the  best interests of the corporation, and, with respect  to
any  criminal  action or proceeding, had no reasonable  cause  to
believe  his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or
upon  a  plea of nolo contendere or its equivalent, does not,  of
itself, create a presumption that the person did not act in  good
faith  and in a manner which he reasonably believed to be  in  or
not  opposed to the best interests of the corporation, and  that,
with  respect  to  any  criminal action  or  proceeding,  he  had
reasonable cause to believe that his conduct was unlawful.

2.   A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he  is
or was a director, officer, employee or agent of the corporation,
or  is  or  was  serving at the request of the corporation  as  a
director,  officer,  employee or agent  of  another  corporation,
partnership,  joint  venture, trust or other  enterprise  against
expenses,  including  amounts paid in settlement  and  attorneys'
fees  actually and reasonably incurred by him in connection  with
the  defense or settlement of the action or suit if he  acted  in
good faith and in a manner which he reasonably believed to be  in
or  not  opposed  to  the  best  interests  of  the  corporation.
Indemnification may not be made for any claim, issue or matter as
to  which such a person has been adjudged by a court of competent
jurisdiction,  after exhaustion of all appeals therefrom,  to  be
liable  to  the corporation or for amounts paid in settlement  to
the corporation, unless and only to the extent that the court  in
which the action or suit was brought or



                             Page 4



other court of competent jurisdiction determines upon application
that in view of all the circumstances of the case, the person  is
fairly and reasonably entitled to indemnity for such expenses  as
the court deems proper.

3.   To the extent that a director, officer, employee or agent of
a  corporation has been successful on the merits or otherwise  in
defense  of  any  action,  suit  or  proceeding  referred  to  in
subsections 1 and 2, or in defense of any claim, issue or  matter
therein,  he  must  be  indemnified by  the  corporation  against
expenses,  including  attorneys' fees,  actually  and  reasonably
incurred by him in connection with the defense.

4.  Any indemnification under subsections 1 and 2, unless ordered
by  a court or advanced pursuant to subsection 5, must be made by
the  corporation only as authorized in the specific case  upon  a
determination  that  indemnification of  the  director,  officer,
employee   or   agent   is  proper  in  the  circumstances.   The
determination must be made: (a) By the stockholders: (b)  By  the
board  of  directors  by majority vote of a quorum  consisting  o
directors who were not parties to act, suit or proceeding; (c) If
a  majority vote of a quorum consisting of directors who were not
parties  to the act, suit or proceeding so orders, by independent
legal counsel in a written opinion; or (d) If a quorum consisting
of  directors who were not parties to the act, suit or proceeding
cannot  to  obtained, by independent legal counsel in  a  written
opinion; or

5.   The  Articles of Incorporation, the Bylaws or  an  agreement
made by the corporation may provide that the expenses of officers
and directors incurred in defending a civil or criminal, suit  or
proceeding  must be paid by the corporation as they are  incurred
and  in  advance of the final disposition of the action, suit  or
proceeding, upon receipt of an undertaking by or on behalf of the
director  or  officer  to repay the amount if  it  is  ultimately
determined by a court of competent jurisdiction that  he  is  not
entitled to be indemnified by corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to
which  corporate personnel other than the directors  or  officers
may be entitled under any contract or otherwise by law.

6.  The indemnification and advancement of expenses authorized in
or  ordered  by a court pursuant to this section:  (a)  Does  not
exclude   any   other   rights  to   which   a   person   seeking
indemnification or advancement of expenses may be entitled  under
the  articles of incorporation or any bylaw, agreement,  vote  of
stockholders or disinterested directors or otherwise, for  either
an  action  in  his  official capacity or an  action  in  another
capacity  while  holding his office, except that indemnification,
unless  ordered by a court pursuant to subsection 2  or  for  the
advancement of expenses made pursuant to subsection 5, may not be
made  to  or  on  behalf of any director or officer  if  a  final
adjudication  establishes  that his  act  or  omissions  involved
intentional misconduct, fraud or a knowing violation of  the  law
and  was  material to the cause of action. (b)  Continues  for  a
person  who  has  ceased to be a director, officer,  employee  or
agent  and  endures  to the benefit of the heirs,  executors  and
administrators of such a person.  Insofar as indemnification  for
liabilities arising under the Securities Act may be permitted  to
directors,  officers and controlling persons  of  the  Registrant
pursuant   to   the  foregoing  provisions,  or  otherwise,   the
Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission such indemnification is against  public
policy as expressed in the Securities Act and is, therefore,



                             Page 5



unenforceable.   In  the event that a claim  for  indemnification
against  such  liabilities  (other  than  the  payment   by   the
registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant 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 Registrant 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

     4.a  -  Consulting  Agreement between  UgoMedia  Interactive
Corporation and Scott Bleazard

     4.b  -  Consulting  Agreement between  UgoMedia  Interactive
Corporation and Stephen Brock

     5    - Opinion of Harold P. Gewerter, Esq., Ltd.

     23.a   - Consent of Harold P. Gewerter, Esq., Ltd.
            (included in Exhibit 5.1)

     23.b - Chavez & Koch, CPA's, Ltd.

ITEM 9.  UNDERTAKINGS.

(a)  The undersigned Company hereby undertakes:

  (1)  To  file,  during any period in which offers or sales  are
       being made, a post-effective amendment to this registration
       statement 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.

  (2)  That, for the purpose of determining any liability under the
       Securities Act of 1933, 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 Company hereby undertakes that, for purposes
of  determining any liability under the Securities Act  of  1933,
each  filing of the Company's annual report pursuant  to  Section
13(a)  or  Section 15(d) of the Securities Exchange Act  of  1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the



                             Page 6



Securities  Exchange  Act  of  1934)  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
Securities  Act of 1933 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 public policy as expressed in the  Act
and  is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than  payment  by
the  Company of expenses paid or incurred 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  Act  and  will  be  governed  by  the   final
adjudication of such issue.



                             Page 7



                           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, thereunto duly authorized, in the City
of  San  Marcos,  the State of California, on this  31st  day  of
October, 2001.


                              UgoMedia Interactive Corporation



                              By:  /s/ Michael Stapleton
                                 ----------------------------
                                 Michael Stapleton, President




Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated:


                                        May 16, 2002
/s/ Michael Stapleton
-----------------------------
Michael Stapleton
President and Director




                             Page 8
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{"company-data": {"conformed-name": "UGOMEDIA INTERACTIVE CORP", "cik": "0001138188", "assigned-sic": "7370", "irs-number": "880470239", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88736", "film-number": "02658804"}, "business-address": {"street1": "3400 W DESERT INN RD ST 13", "city": "LAS VEGAS", "state": "NV", "zip": "89102", "phone": "7028763004"}}
U. S. SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933

                UgoMedia Interactive Corporation
     ------------------------------------------------------
     (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            Nevada                         88-0470239
-------------------------------  -------------------------------
(STATE OR OTHER JURISDICTION OF           (IRS EMPLOYER
INCORPORATION OR ORGANIZATION)        INDENTIFICATION NO.)

 3400 West Desert Inn Road, Suite              89102
                13
---------------------------------- -----------------------------
 (Address of principal executive            (Zip Code)
             offices)

                         (317) 915-9220
      (Registrant's telephone number, including area code)

                  Consulting Agreements Between
                         the Company and
                Scott Bleazard and Stephen Brock
                    (Full title of the plans)

                 Michael W. Stapleton, President
                UgoMedia Interactive Corporation
               3400 West Desert Inn Road, Suite 13
                     Las Vegas, Nevada 89102
             ---------------------------------------
             (Name and address of agent for service)

                         (317) 915-9220
  -------------------------------------------------------------
  (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                               Page 1

=================================================================

                 CALCULATION OF REGISTRATION FEE

                                Proposed   Proposed
                                maximum    Maximum
                                offering  Aggregate   Amount of
   Title of      Amount to be    price     offering  registrati
  securities                                             on
     to be        Registered    per unit    price        fee
  registered
----------------------------------------------------------------

Common stock,       500,000      $0.28     $140,000    $33.46
par                 shares
value, $0.001
per
share

----------------------------------------------------------------

*  Estimated  solely for purposes of calculating the registration
fee.   Calculated  in  accordance  with  Rule  457(c)  under  the
Securities  Act  of 1933 based upon the average of  the  bid  and
asked  price  of Common Stock of UgoMedia Interactive Corporation
as reported on the OTCBBr on May 21, 2002.

                             PART I

          Information Required in the Section 10(a) Prospectus

Item 1.  Plan Information

The  Company  is offering shares of its common stock  to  various
individuals  for  consulting services on  the  Company's  behalf.
This  issuance  of  shares is being made pursuant  to  consulting
agreements between the Company and the individuals.  The  Company
has  equated this number of shares to the value of the consulting
services  provided or to be provided by these  individuals.   The
shares  issued  hereunder  will not  be  subject  to  any  resale
restrictions.  The following individuals will receive the  number
of shares listed next to their names:

        Scott Bleazard       250,000
        Stephen Brock        250,000

Item 2.  Registrant Information And Employee Plan Annual
Information.

The document(s) containing the information specified in Part I of
Form  S-8  will be sent or given to participants as specified  by
Rule   428(b)(1)  promulgated  by  the  Securities  and  Exchange
Commission  (the "Commission") under the Securities Act  of  1933
(the  "Securities Act").  Such document(s) are  not  being  filed
with  the  Commission, but constitute (along with  the  documents
incorporated   by  reference  into  the  Registration   Statement
pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                             Page 2

                             PART II

          Information Required in the Registration Statement

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The  following documents, filed with the Securities and  Exchange
Commission    (the   "Commission")   by   UgoMedia    Interactive
Corporation,   a   Nevada   corporation   (the   Company"),   are
incorporated herein by reference:

      (a)  The  registrant's Articles of Incorporation  filed  on
August 22, 2000;
      (b) The registrant's By-Laws filed on August 22, 2000;
      (c) The  Company's  Form  10-SB12G  Registration  Statement
initially filed by the   Company  under  the  Securities Exchange
Act of 1934, as amended (the "Exchange Act"), with the Commission
on June 27, 2001, and subsequent amendments thereto;
      (d)  The Form 10-KSB annual report of the Company  for  its
fiscal year ended  December 31, 2001, and all other reports of  the
Company filed pursuant  to  Section 13(a) or 15(d) of the  Securities
Exchange Act of 1934 since the end of the fiscal year ended December 31,
2001; and
      (e)  All  documents subsequently filed  by  the  registrant
pursuant to sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
during the effectiveness of this registration statement.

All  documents  incorporated by reference  herein  will  be  made
available  to  all participants without charge, upon  written  or
oral  request.   Other  documents required  to  be  delivered  to
participants pursuant to Rule 428(b)(1) under the Securities  Act
of  1933 are also available without charge, upon written or  oral
request.  All requests for documents shall be directed to:

          Michael   Stapleton,  President
          UgoMedia Interactive Corporation
          3400 West Desert Inn Road, Suite 13
          Las Vegas, NV 89102
          (317) 915-9220

ITEM 4.  DESCRIPTION OF SECURITIES.

Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

The  shares registered herein are being issued to the consultants
for   services   provided   to  the  Registrant.    Neither   the
Registrant's  Accountants  nor any other  experts  named  in  the
registration  statement has any equity or other interest  in  the
Registrant.

                             Page 3

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The  Articles  of  Incorporation of the Company provide  for  the
Indemnification  of  employees and  officers  in  certain  cases.
Insofar  as  indemnification for liabilities  arising  under  the
Securities Act of 1922 may be permitted to directors, officers or
persons   controlling  the  company  pursuant  to  the  foregoing
provisions, the company has been informed that in the opinion  of
the  securities  and Exchange Commission such indemnification  is
against  public policy as expressed in the Act and  is  therefore
not  enforceable.  At the present time, the Company does not have
any  officer-director liability insurance although  permitted  by
Section   78.752   of  the  GCL,  nor  does  the   Company   have
indemnification  agreements with any of its directors,  officers,
employees or agents.

In  addition,  Section 78.751 of the Nevada  General  Corporation
Laws  provides  as follows: 78.751 Indemnification  of  officers,
directors, employees and agents; advance of expenses.

1.   A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed  action, suit or proceeding, whether  civil,  criminal,
administrative or investigative, except an action by  or  in  the
right of the corporation, by reason of the fact that he is or was
a  director, officer, employee or agent of the corporation, or is
or  was  serving at the request of the corporation as a director,
officer,  employee or agent of another corporation,  partnership,
joint  venture,  trust  or  other enterprise,  against  expenses,
including attorney's fees, judgments, fines and amounts  paid  in
settlement  actually and reasonably incurred by him in connection
with the action, suitor proceeding if he acted in good faith  and
in  a manner which he reasonably believed to be in or not opposed
to  the  best interests of the corporation, and, with respect  to
any  criminal  action or proceeding, had no reasonable  cause  to
believe  his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or
upon  a  plea of nolo contendere or its equivalent, does not,  of
itself, create a presumption that the person did not act in  good
faith  and in a manner which he reasonably believed to be  in  or
not  opposed to the best interests of the corporation, and  that,
with  respect  to  any  criminal action  or  proceeding,  he  had
reasonable cause to believe that his conduct was unlawful.

2.   A corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he  is
or was a director, officer, employee or agent of the corporation,
or  is  or  was  serving at the request of the corporation  as  a
director,  officer,  employee or agent  of  another  corporation,
partnership,  joint  venture, trust or other  enterprise  against
expenses,  including  amounts paid in settlement  and  attorneys'
fees  actually and reasonably incurred by him in connection  with
the  defense or settlement of the action or suit if he  acted  in
good faith and in a manner which he reasonably believed to be  in
or  not  opposed  to  the  best  interests  of  the  corporation.
Indemnification may not be made for any claim, issue or matter as
to  which such a person has been adjudged by a court of competent
jurisdiction,  after exhaustion of all appeals therefrom,  to  be
liable  to  the corporation or for amounts paid in settlement  to
the corporation, unless and only to the extent that the court  in
which the action or suit was brought or

                             Page 4

other court of competent jurisdiction determines upon application
that in view of all the circumstances of the case, the person  is
fairly and reasonably entitled to indemnity for such expenses  as
the court deems proper.

3.   To the extent that a director, officer, employee or agent of
a  corporation has been successful on the merits or otherwise  in
defense  of  any  action,  suit  or  proceeding  referred  to  in
subsections 1 and 2, or in defense of any claim, issue or  matter
therein,  he  must  be  indemnified by  the  corporation  against
expenses,  including  attorneys' fees,  actually  and  reasonably
incurred by him in connection with the defense.

4.  Any indemnification under subsections 1 and 2, unless ordered
by  a court or advanced pursuant to subsection 5, must be made by
the  corporation only as authorized in the specific case  upon  a
determination  that  indemnification of  the  director,  officer,
employee   or   agent   is  proper  in  the  circumstances.   The
determination must be made: (a) By the stockholders: (b)  By  the
board  of  directors  by majority vote of a quorum  consisting  o
directors who were not parties to act, suit or proceeding; (c) If
a  majority vote of a quorum consisting of directors who were not
parties  to the act, suit or proceeding so orders, by independent
legal counsel in a written opinion; or (d) If a quorum consisting
of  directors who were not parties to the act, suit or proceeding
cannot  to  obtained, by independent legal counsel in  a  written
opinion; or

5.   The  Articles of Incorporation, the Bylaws or  an  agreement
made by the corporation may provide that the expenses of officers
and directors incurred in defending a civil or criminal, suit  or
proceeding  must be paid by the corporation as they are  incurred
and  in  advance of the final disposition of the action, suit  or
proceeding, upon receipt of an undertaking by or on behalf of the
director  or  officer  to repay the amount if  it  is  ultimately
determined by a court of competent jurisdiction that  he  is  not
entitled to be indemnified by corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to
which  corporate personnel other than the directors  or  officers
may be entitled under any contract or otherwise by law.

6.  The indemnification and advancement of expenses authorized in
or  ordered  by a court pursuant to this section:  (a)  Does  not
exclude   any   other   rights  to   which   a   person   seeking
indemnification or advancement of expenses may be entitled  under
the  articles of incorporation or any bylaw, agreement,  vote  of
stockholders or disinterested directors or otherwise, for  either
an  action  in  his  official capacity or an  action  in  another
capacity  while  holding his office, except that indemnification,
unless  ordered by a court pursuant to subsection 2  or  for  the
advancement of expenses made pursuant to subsection 5, may not be
made  to  or  on  behalf of any director or officer  if  a  final
adjudication  establishes  that his  act  or  omissions  involved
intentional misconduct, fraud or a knowing violation of  the  law
and  was  material to the cause of action. (b)  Continues  for  a
person  who  has  ceased to be a director, officer,  employee  or
agent  and  endures  to the benefit of the heirs,  executors  and
administrators of such a person.  Insofar as indemnification  for
liabilities arising under the Securities Act may be permitted  to
directors,  officers and controlling persons  of  the  Registrant
pursuant   to   the  foregoing  provisions,  or  otherwise,   the
Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission such indemnification is against  public
policy as expressed in the Securities Act and is, therefore,

                             Page 5

unenforceable.   In  the event that a claim  for  indemnification
against  such  liabilities  (other  than  the  payment   by   the
registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant 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 Registrant 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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

     4.a  -  Consulting  Agreement between  UgoMedia  Interactive
Corporation and Scott Bleazard

     4.b  -  Consulting  Agreement between  UgoMedia  Interactive
Corporation and Stephen Brock

     5    - Opinion of Harold P. Gewerter, Esq., Ltd.

     23.a   - Consent of Harold P. Gewerter, Esq., Ltd.
            (included in Exhibit 5.1)

     23.b - Chavez & Koch, CPA's, Ltd.

ITEM 9.  UNDERTAKINGS.

(a)  The undersigned Company hereby undertakes:

  (1)  To  file,  during any period in which offers or sales  are
       being made, a post-effective amendment to this registration
       statement 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.

  (2)  That, for the purpose of determining any liability under the
       Securities Act of 1933, 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 Company hereby undertakes that, for purposes
of  determining any liability under the Securities Act  of  1933,
each  filing of the Company's annual report pursuant  to  Section
13(a)  or  Section 15(d) of the Securities Exchange Act  of  1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the

                             Page 6

Securities  Exchange  Act  of  1934)  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
Securities  Act of 1933 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 public policy as expressed in the  Act
and  is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than  payment  by
the  Company of expenses paid or incurred 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  Act  and  will  be  governed  by  the   final
adjudication of such issue.

                             Page 7

                           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, thereunto duly authorized, in the City
of  San  Marcos,  the State of California, on this  31st  day  of
October, 2001.

                              UgoMedia Interactive Corporation

                              By:  /s/ Michael Stapleton
                                 ----------------------------
                                 Michael Stapleton, President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated:

                                        May 16, 2002
/s/ Michael Stapleton
-----------------------------
Michael Stapleton
President and Director

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