SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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


                                    FORM 8-K


                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

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


       Date of Report (Date of earliest event reported): September 5, 2003



                       Upgrade International Corporation.
                ------------------------------------------------
             (Exact name of registrant as specified in its charter)



    Washington                         000-27649                   58-2441311
- -------------------              --------------------------     ----------------
 (State or other                  (Commission File Number)       (IRS Employer
 jurisdiction of                                                 Identification
  incorporation) No.)



                                 P.O. Box 2770
                            Blaine, Washington 98230
                            ------------------------

          (Address of principal executive offices, including zip code)


                                 (360) 961-5339
                        ----------------------------------
                         (Registrant's telephone number)






Item 5.  Other Events and Required FD Disclosure.

Upgrade International Corporation, a Washington corporation (the "Registrant"),
reports the following events:

Management Changes

Effective September 5, 2003, Howard Jaffe, the Registrant's current Chief
Operating and Financial Officer, has been appointed to the position of President
with sole and exclusive authority to execute documents and agreements on behalf
of the Registrant.

Daniel Bland will continue to serve as Chairman of the Registrant's Board of
Directors and its Chief Executive Officer.

Resignation of Directors

On September 8, 2003, Malcolm P. Burke and Ronald P. Erickson, independent
directors of the Registrant, submitted their resignations from the Board of
Directors, such resignations to be effective immediately.


         Except for the historical information presented in this document, this
report contains statements that are, or may be deemed to be, forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended and Section 21E of the Securities Exchange Act of 1934. These statements
can be identified by the use of forward-looking terminology such as "believes",
"expects", "may", "will", "intends", "should", "estimates," or "anticipates" or
the negative thereof or other variations thereon or comparable terminology, or
by discussions of strategy that involve risks and uncertainties. These
forward-looking statements include, but are not limited to, statements regarding
the anticipated benefits of proposed or future agreements and acquisitions,
future operating results, future prospects, the capabilities and capacities of
our business operations, any financial or other guidance, and all statements
that are not based on historical fact. The ultimate correctness of these
forward-looking statements is dependent upon a number of known and unknown risks
and events, and is subject to various uncertainties, and other factors that may
cause our actual results, performance, or achievements to be different from any
future results, performance, or achievements expressed or implied by these
statements. The following important factors, among others, could affect future
results and events, cause those results and events to differ materially from
those expressed or implied in our forward-looking statements:

        o        our ability to successfully negotiate definitive agreements and
                 to consummate any proposed financing or licensing agreements;
        o        our ability to continue as a "going concern;"



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        o        the ability of the UltraCard Technology to become commercially
                 available
        o        any adverse effect or limitations caused by governmental
                 regulations;
        o        market acceptance of our products;
        o        any increased competition in business; and
        o        other factors that we may not have currently identified or
                 quantified.

         For a further description of various risks, relevant factors, and
uncertainties that could cause future results or events to differ materially
from those expressed or implied in our forward-looking statements, see our
filings with the Securities and Exchange Commission. Upgrade undertakes no
obligation to publicly update or revise the forward-looking statements made in
this news release to reflect events or circumstances after the date of this news
release or to reflect the occurrence of unanticipated events.

CONTACT:
For Upgrade International Corp.
Investor Relations
Daniel S. Bland or Howard A. Jaffe
e-mail: ir@upgd.com





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                                   SIGNATURES
                                   ----------

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        Upgrade International Corporation



Date:  September 15, 2003               By:   /s/ Howard Jaffe
                                           -------------------------------------
                                              Howard Jaffe
                                              President





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