8-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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                                   FORM 8-K/A

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


          Date of report (date of earliest event reported) May 1, 2001


                               UBUYHOLDINGS, INC.

             (Exact Name of Registrant as Specified in Its Charter,
                        Referred to herein as "Company")

           NEVADA                     33-2533-LA                87-0435741
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(State or Other Jurisdiction     Commission File Number      I.R.S. Employer
     of Incorporation)                                      Identification No.

                               Merrill Lynch Tower
                        2855 University Drive, Suite 200
                          Coral Springs, Florida 33065
                                Tel. 954-575-7296


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             (Address of Principal Executive Offices and Telephone)

                                E-PAWN.COM, INC.

               2855 University Drive, Coral Springs, Florida 33065
                            (Former Name and Address)






          The Private Securities Reform Act of 1995 provides a "safe harbor" for
forward- looking statements. Certain information included in this Form 8-K (as
well as information included in the Exhibits) contains statements that are
forward looking, such as those relating to consummation of the transaction,
anticipated future revenue of the companies and success of current product
offerings. Such forward looking information involves important risks and
uncertainties that could significantly affect anticipated results in the future
and, accordingly, such results may differ materially from those expressed in any
forward looking statements.

          Item 1.  Changes in Control of Registrant.

          On May 7, 2001, the Company entered into an agreement with Swiss
Arctic Traders, Ltd., a Turks and Caicos Islands company ("SAT"), to redeem the
50 million shares of Class A, Preferred Stock held by SAT. The Class A Preferred
Stock granted to the holder the right to vote the equivalent of 100 shares of
common stock for each share of Class A Preferred Stock. With the Class A
Preferred Stock, SAT was a controlling shareholder of the Company.

          The Company redeemed the shares of Preferred Stock from SAT in
consideration for transferring three Internet domain names: namely,
E-Pawnmall.com; Pawnshopauctionline.com; and Swappage.com and the granting of a
non-exclusive license for the software associated with the operation of the
Internet websites. SAT entered into a service agreement with the Company to
maintain the websites for a basic fee of $2,000 per month. SAT prepaid for the
first year with a payment of $20,000 that represented a $4,000 discount against
12 monthly payments. In addition, the Company transferred to SAT all of the
shares of E-Pawn.co.uk, Plc. and Ubuynetwork.co.uk, Plc., which were U.K. public
limited company subsidiaries of the Company. Following the transaction, the only
holder of Class A, Preferred Stock is Fortuna Holdings Limited, a Bahamas
company ("FHL"), that is controlled by the Bazsuly Family, L.P. In addition, FHL
has over 80 million shares of common stock of the Company.

          In a parallel transaction, SAT entered into an agreement with FHL by
which FHL acquired 38,650,000 shares of the Company's common stock. SAT had
acquired originally, 50 million shares of common stock and the 50 million shares
of Class A, Preferred Stock redeemed by the Company as part of the consideration
for the acquisition of all of the stock of E-Pawn, Inc. The 38,650,000 shares of
common stock represented all of the common shares held by SAT at the time of the
transaction. In addition, SAT assigned to FHL the rights to recover 1,000,000
shares of common stock which had been transferred to Margaux S.A. Inc. FHL
transferred the shares and the rights in consideration for the assumption by FHL
of a $500,000 promissory note of SAT payable to Worldwide Web Designers, Inc.

          Item 2.  Acquisition or Disposition of Assets

          As referred to in Item 1, above, the Company completed the redemption
and repurchase of 50,000,000 shares of Class A, preferred stock of the Company
from Swiss





Arctic Traders, Ltd. The delivery of the shares was made on June 14, 2001. The
50,000,000 shares of Class A, preferred stock were returned to treasury.

          Item 3.   Bankruptcy or Receivership.

                   Not Applicable.

          Item 4.   Changes in Registrant's Certifying Accountant.

                   Not applicable.

          Item 5.  Other events

          Under the terms of the Acquisition Agreement signed on January 20,
2000, by which the Company acquired all of the outstanding shares of E-pawn,
Inc., a Florida corporation, the Company agreed to engage an independent
appraiser for the purpose of evaluating E-pawn, Inc. as of the date of the
closing of the Acquisition Agreement, February 29, 2000. Following that date,
the Company engaged the services of Seidman & Co. of New York to perform the
evaluation of E-pawn, Inc. and its assets. Any value that would have been
assigned to E- pawn, Inc. was to rest on the decision of the independent
appraisal. Although the Company paid the initial engagement fee to Seidman &
Co., the appraisal was never completed. On July 20, 2000, the Company issued a
press release which confirmed that all parties to the original Acquisition
Agreement had waived all conditions and rights to recision under the agreement,
including the requirement for an independent appraisal. Following the suspension
of trading that was instituted by the Securities & Exchange Commission on June
14, 2000, the Company was unable to obtain an evaluation from an independent
appraiser as to the value of E-pawn, Inc. at the time of the closing of the
Acquisition Agreement or any subsequent time. The Company reported the value of
the transaction by accounting for the shares that were issued in connection with
the transaction, namely, 100 million shares of common stock at a par value of
$.001, and 100 million shares of Class A Preferred stock at a par value of $.10.
The sellers of E-pawn, Inc. accepted the stock which had an aggregate par value
of $10.1 million. All other material conditions to be completed subsequent to
the agreement were waived as of the July 20, 2000, public release.

          In addition to the public release that the condition for the
independent appraiser had been waived, the Company also made public releases
regarding certain transactions which the Company had under consideration prior
to the suspension of trading on June 14, 2000. During 2000, the Company made
public releases disclosing that as a result of the trading suspension and other
matters, the Company had terminated or parties had terminated with the Company
certain letters of intent, agreements, and understandings related to the
business of the Company. The public releases disclosed that the Company or the
other party had canceled or terminated the transactions involving CeleXx
Corporation, O'Con Enterprise, Inc., Loyalty Holdings, Ltd., Marlborough
International PLC, Hi Tech Printing Systems, Inc., Interactive






Marketing Technology, Inc., Shopper's Online, Inc., Freebees, Inc., and
Wellington Capital Corporation. The Company is now reporting that previously
announced transactions with the following companies have been terminated or
withdrawn (although the Company never disclosed that any transaction had been
completed with the named companies): The Colonel's International, Inc.,
Exchequer Investments, Ltd., Silver Hawk Development Co. and Yunan Tobacco
Company, Asset Investment Management (1984) S.A., 21st Century Travel Membership
Club, Ubidfreight.com, Inc., and Centra Capital Corp.

          As of this date, all the announced transactions with the
above-referenced companies (except Shopper's Online, Inc. and Freebees, Inc.
transactions) were terminated following termination agreements or consensual
withdrawal, which may have involved a settlement of potential claims between the
entities. The only companies against which the Company is asserting any claim as
a result of the announced transactions is Shopper's Online, Inc. and Freebees,
Inc. The Company has filed a lawsuit in Broward County, Florida against these
two companies, and it is seeking damages.

          Item 6.  Change in Directors and Officers.

         On May 1, 2001, Edward O. Ries resigned as the president, CEO and
director of the Company and all of its subsidiaries.

         On May 2, 2001, the board of directors elected Allison Madej as
president and CEO. Ms. Madej had been the vice president and a director of the
Company.

         On August 3, 2001, the board of directors elected Peter Leon as a
director of the Company. Mr. Leon is a director of Home Realty & Investment
Corp., Inc., a Florida full-service real estate company. Home Realty &
Investment Corp., Inc., is the principal operating subsidiary of the Company. In
December 2000, Mr. Leon was named Executive Vice President of Real Estate
Operations of the Company.

         Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits

     The following Exhibits are filed herewith:


     Exhibit No.                      Description
     ----------         ----------------------------------------

      EX-1              Agreement between E-Pawn.Com, Inc., and Swiss Arctic
                        Traders Ltd., regarding redemption of Class A Preferred
                        stock by E-Pawn.Com, Inc.

      EX-2              Agreement between Swiss Arctic Traders Ltd., and Fortuna
                        Holdings Ltd., regarding transfer of E-Pawn.Com, Inc.
                        common stock.


         Item 8: Change in Fiscal Year.

                   Not Applicable.






                                   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.




Dated:    November 8, 2001

                                        UBUYHOLDINGS, INC.


                                        By: /s/ Alison Madej
                                            -----------------------------------
                                            Alison Madej, President and Director

EX-1

                                                                       EXHIBIT 1



                 SWISS ARCTIC TRADERS -- WORLDWIDE WEB DESIGNERS
                                    AGREEMENT

         Effective Date: May 8, 2001

         This Agreement is made between Swiss Arctic Traders Ltd., a Turks and
Caicos Island company ("Swiss Arctic"), and Worldwide Web Designers, Inc., a
Florida corporation ("WWW").

         In consideration for the recited promises and the actions to be taken,
the parties agree as follows:

1.       Swiss Arctic will enter into an Internet website service agreement with
         WWW by which WWW will provide maintenance services for the websites of
         Swiss Arctic's newly acquired subsidiaries, E-Pawn.co.uk, Plc. and
         Ubuynetwork.co.uk, Plc.

2.       WWW shall provide the general maintenance and hosting services for the
         websites which shall operate using software and designs licensed to
         Swiss Arctic for the Pawnshopauctionline.com, Swappage.com, and
         E-Pawnmall.com websites. Swiss Arctic shall pay or arrange for payment
         for the basic service in the amount of $2,000 per month payable in
         monthly. The agreement may provide for additional charges for costs
         outside the standard fees. The initial term shall be one year.

3.       Upon signing the service agreement and the payment of the initial
         monthly service fee, WWW shall release and transfer the 20% of the
         outstanding shares of Swiss Arctic which it holds pursuant to the
         transaction made on January 20, 2000 relating to the purchase of the
         shares of E-Pawn, Inc.

4.       In addition, WWW hereby consents to the assumption by Fortuna Holdings
         Limited of the $500,000 promissory note made by Swiss Arctic as part of
         the consideration for the sale of the E-Pawn, Inc. shares under the
         Agreement made on January 20, 2000. The assumption is made pursuant to
         that certain Assignment and Assumption agreement between Swiss Arctic
         and Fortuna Holdings Limited on even date herewith.

SWISS ARCTIC TRADER LTD.                     WORLDWIDE WEB DESIGNERS, INC.


By:                                          By:
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EX-2

                                                                       EXHIBIT 2


                         SWISS ARCTIC - FORTUNA HOLDINGS
                            ASSIGNMENT AND ASSUMPTION

Effective Date:            May 8, 2001

This Assignment and Assumption is made between Swiss Arctic Traders, Ltd.
("Swiss Arctic") and Fortuna Holdings Limited ("Fortuna").

         In consideration for the recited promises and actions taken, the
parties agree as follows:

1.       Swiss Arctic hereby assigns and transfers to Fortuna all of the Common
         Stock of E- Pawn.Com, Inc. which it holds as of the effective date of
         this Assignment which is approximately, 33,650,000 shares, registered
         on nine certificates reported on Exhibit A, attached hereto.

2.       Fortuna shall assume full liability for that certain $500,000
         promissory note made by Swiss Arctic that is payable to Worldwide Web
         Designers, Inc. ("WWW") and was issued in connection with the
         transaction made on January 20, 2000 among Swiss Arctic, Fortuna and
         WWW relating to the sale of all the outstanding shares of E- Pawn,
         Inc., a wholly owned subsidiary of WWW.

3.       Swiss Arctic represents that the shares of common stock of E-Pawn.Com,
         Inc. assigned and transferred pursuant to this agreement are free and
         clear of all claims and encumbrances, and Swiss Arctic has full
         authority to transfer the certificates subject to the restrictions of
         the Bylaws of E-Pawn.Com, Inc. and the rules and regulations of the
         Securities and Exchange Commission and the State of Nevada. Swiss
         Arctic shall execute such stock powers and other instruments that may
         be necessary to effect the transfer of the shares of E-Pawm.Com, Inc.
         to Fortuna.

4.       Upon completion of the assignment and the transaction between Swiss
         Arctic and E- Pawn.Com, Inc. relating to the sale of the United Kingdom
         subsidiaries and the transaction between Swiss Arctic and WWW relating
         to the services for websites to be opened and operated on behalf of the
         UK companies acquired by Swiss Arctic, then Swiss Arctic and Fortuna
         shall release each other of all claims and agreements which heretofore
         existed between the parties including all options and proxies.

SWISS ARCTIC TRADERS, LTD.                      FORTUNA HOLDINGS LIMITED

By:                                             By:
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