
<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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)   May 8, 1998



                           NEXT GENERATION MEDIA CORP.
             (Exact name of registrant as specified in its charter)


   Nevada                            2-74785-B                   88-0169543
(State of                    (Commission File Number)        (IRS Employer Iden-
 incorporation)                                               tification No.)


        900 North Stafford Street, Suite 2003, Arlington, Virginia 22203
                    (Address of principal executive offices)


Registrant's telephone number:  (703) 516-9888
<PAGE>   2
Item 2.  Acquisition or Disposition of Assets.

         (a) The registrant has initiated a series of transactions that are
intended to result in the acquisition of United Marketing Solutions Inc., a
Virginia corporation ("UMSI"), engaged in the cooperative direct mail marketing
business and the sole operating subsidiary of UNICO, Inc., a Delaware
corporation ("Unico").

         On May 8, 1998, the registrant acquired 428,185 shares of the Series C
Preferred Stock and certain subordinated debt totaling $1,034,000 in Unico. In
exchange for Unico's preferred stock and debt, the registrant paid $100,000 and
issued 250,000 shares of callable, cumulative, preferred stock, par value $0.01
per share (the "Series A Preferred Stock") together with 166,667 stock purchase
warrants for the purchase of one share of common stock each at an exercise price
of $0.16 per share and valid for five years from the date of issue.

         The holders of the Series A Preferred Stock, as a class, shall alone be
entitled to vote for the election of one director of the registrant's board of
directors (the "Board") for the first nine months from the date of issue and
shall be entitled to vote for the election of two directors of the Board
following nine months from the date of issue. Further, in the event that the
registrant proposes to engage in a sale of substantially all of its assets,
merge with or into another corporation, change its primary lines of business
(those businesses being the direct mail marketing business and community
newspaper business), incur more than $5,000,000 in indebtedness or acquire
property valued in excess of $5,000,000 and not in the ordinary course of
business, such transaction must be approved in advance by at least a majority of
the Series A Preferred Stock issued and outstanding at the time of such vote in
addition to any other requirements for the registrant to take such action. The
sale of the Series A Preferred Stock was a private transaction under Section
3(b) of the Securities Act of 1933, as amended (the "Securities Act").

         On May 8, 1998, the registrant and Unico executed a Stock Purchase
Agreement to provide for the acquisition of all of the issued and outstanding
stock of UMSI and the merger of UMSI into a special purpose subsidiary of the
registrant with UMSI as the surviving corporation, thereby resulting in UMSI
becoming a wholly owned subsidiary of the registrant (the "Transaction"). In
exchange for the capital stock of UMSI, the registrant shall pay consideration
in the form of 200,000 shares of the registrant's common stock. Alternatively,
shareholders in Unico (who must approve the Transaction) may receive $0.10 per
share of Unico common stock if such holder so elects at the time of the Unico
shareholder vote on the Transaction in lieu of such Unico common stock holder's
proportionate amount of the 200,000 shares of the registrant's common stock.

         The proposed acquisition by the registrant of UMSI is being


                                       2
<PAGE>   3
funded in part through the issuance of common stock and/or cash, as described
above. In addition, the registrant has agreed to extinguish certain debts of
Unico up to $150,000, to assume certain debts of Unico (principally a secured
loan from BancFirst, an Oklahoma banking corporation, in the principal amount of
approximately $450,000) and to provide additional cash to Unico of $250,000 in
the form of a loan that will be transferred by Unico to its subsidiary, UMSI, to
be used as working capital. The cash consideration for the Transaction has been
obtained, in part, by the registrant through the sale, in a separate
transaction, of 70,000 shares of redeemable, cumulative, preferred stock, par
value $0.01 per share (the "Series B Preferred Stock") together with 250,000
stock purchase warrants for the purchase of one share of common stock each at an
exercise price of $0.16 per share and valid for five years from the date of
issue to T.C. Equities Ltd., a Bahamian investment company ("T.C. Equities"), in
exchange for $350,000 in cash. The sale of the Series B Preferred Stock was a
private transaction under Section 3(b) of the Securities Act.

         In exchange for the $350,000, the registrant has agreed to provide
additional consideration to T.C. Equities in the form of the Series C Preferred
stock and certain common stock (described below) of Unico acquired by the
registrant. These transactions would result in the transfer of all of the
registrant's interests in Unico to T.C. Equities and the acquisition of
effective control of Unico by T.C. Equities upon consummation of the
Transaction.

         The registrant intends to obtain 45,000, 179,650 and 169,432 shares,
respectively, of common stock of Unico (and the cancellation of any options to
purchase shares of Unico) (the "Directors' Unico Shares") held by Leon Zajdel
("Zajdel"), Gerard R. Bernier ("Bernier") and Gerald Bomstad, Jr. ("Bomstad"),
members of Unico's board of directors, for transfer to T.C. Equities, as
described above. The Directors' Unico Shares (and in the case of Bomstad, the
acquisition of a promissory note from Unico to Bomstad in the principal amount
of $12,000 and with accrued interest of $1,400 that would be forgiven by the
registrant) would be obtained through the sale of common stock of the
registrant. Further, the registrant intends to exchange certain indebtedness, in
an amount of $45,953.91, held by Joel P. Sens ("Sens") for 137,587 shares of
common stock of the registrant.

         Certain shareholders of the registrant have, contemporaneous with the
above-described transactions, entered into a shareholder agreement whereby they
have agreed to vote their shares in order to bring about certain changes in the
registrant's management. As a result of (1) this shareholder agreement, (2) a
resolution of the Board and (3) the terms of the Series A Preferred Stock, the
Board will, upon consummation of the Transaction, be comprised of five
directors: one member of the Board will be nominated and elected by the holders
of the Series A Preferred


                                       3
<PAGE>   4
Stock; two members of the Board will be nominated by Bernier; one member of the
Board will be nominated by Sens; and one member of the Board will be nominated
by the other members of the Board. The composition of the Board may change in
the future based on certain events or the failure of certain events to occur.
The Board intends to appoint Bernier, currently the President and Chief
Executive Officer ("CEO") of Unico and UMSI, as President and CEO of the
registrant and confirm Bernier as President and CEO of UMSI upon consummation of
the Transaction. The registrant intends to appoint Bernier as a consultant
pending consummation of the Transaction.

         As indicated above, the cash components of the foregoing transactions
were funded in part by the proceeds of the sale of the Series B Preferred Stock
and other consideration to T.C. Equities. The registrant hopes to engage in
other transactions which may include further sales of common stock and/or loans
in order to obtain sufficient funds to complete the Transaction. However, there
can be no assurance that the registrant will be able to engage in such
transactions or obtain such funds. If the registrant is unable to obtain
sufficient additional funds, it will be unable to complete the Transaction, the
registrant will be in breach of its contractual obligations to, among others,
Unico, and the registrant's business, financial condition and results of
operations will be materially adversely affected.

         (b) The registrant will acquire from Unico as part of the Transaction,
all of the capital stock of UMSI. UMSI is engaged in cooperative direct mail
advertising through franchising and production. UMSI's business involves the
design, layout, printing, packaging and distributing of public relations,
marketing materials and promotional coupons for private businesses, usually
involved in retailing goods or providing professional services. Franchising
activities related to this business involve the granting and administering of
independent franchise operations to conduct cooperative direct mail advertising
sales. As of December 31, 1997, UMSI had approximately 65 active franchise
operations. UMSI operates its corporate headquarters and its coupon sales and
franchise activities through an office and production facility at 8380 Alban
Road, Springfield, VA 22150. UMSI had approximately 95 employees as of December
31, 1997. The registrant intends to continue such use of such property and
facilities.

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

         (a) Financial Statements. The registrant shall provide the information
required by Item 310 (c) and (d) of Regulation S-B in lieu of the financial
information required by Item 7 of this Form, by amendment, within sixty days of
the date on which this Form 8-K must be filed.

         (c) Exhibits.



                                       4
<PAGE>   5
Exhibit 2.1       Letter agreement dated as of March 18, 1998 among the
                  registrant, Renaissance Capital and the Duncan-Smith Company
                  providing for the purchase of the Series C Preferred stock and
                  certain indebtedness of UNICO, Inc.

Exhibit 2.2       Amendment dated as of April 30, 1998 to the letter agreement
                  dated as of March 18, 1998 among the registrant, Renaissance
                  Capital and the Duncan-Smith Company providing for the
                  purchase of the Series C Preferred stock and certain
                  indebtedness of UNICO, Inc.

Exhibit 2.3       Stock Purchase Agreement and Plan of Merger among Unico, UMSI,
                  United Marketing Merger Corp. and the registrant dated as of
                  May 8, 1998.

Exhibit 2.4       Stock Purchase and Shareholders Agreement among Gerard R.
                  Bernier, Joel P. Sens, Lawrence Grimes, Kenneth Brochin, David
                  Grossman and Jeffrey Sens dated as of May 12, 1998.

Exhibit 2.5       Bill of Sale and General Release between Goodhue Smith, as
                  attorney-in-fact, and the registrant providing for the
                  purchase of the subordinated debt in and Series C Preferred
                  stock of Unico, Inc. dated as of May 8, 1998.

Exhibit 2.6       Escrow Agreement among Joel Sens, T.C. Equities Ltd., the Law
                  Office of Shane Henty Sutton, P.C. and the registrant dated as
                  of May 1, 1998.

Exhibit 2.7       Stock Purchase Agreement among Joel Sens, Unico Inc., T.C.
                  Equities Ltd. and the registrant dated as of May 4, 1998.

Exhibit 2.8       Securities Subscription Agreement between T.C. Equities Ltd.
                  and the registrant dated as of May 7, 1998.

Exhibit 4.1       Resolutions of the Board of Directors as of April 17, 1998
                  providing for the designations of the Series A Preferred and
                  Series B Preferred stock and authorizing the transactions.




                                       5
<PAGE>   6
                                   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.


                                             NEXT GENERATION MEDIA CORP.
                                                    (Registrant)

Date:  May 26, 1998                       /s/  Lawrence Grimes
                                        ----------------------
                                        By:    Lawrence Grimes
                                        Title: President



                                       6
<PAGE>   7
                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit No.         Description                                                       Page
-----------         -----------                                                       ----
<S>           <C>                                                                     <C>
2.1           Letter agreement dated as of March 18, 1998 among the registrant,
              Renaissance Capital and the Duncan-Smith Company providing for the        9
              purchase of the Series C Preferred stock and certain indebtedness
              of UNICO, Inc.


2.2           Amendment dated as of April 30, 1998 to the letter agreement dated
              as of March 18, 1998 among the registrant, Renaissance Capital and       18
              the Duncan-Smith Company providing for the purchase of the Series
              C Preferred stock and certain indebtedness of UNICO, Inc.


2.3           Stock Purchase Agreement and Plan of Merger among Unico, UMSI,
              United Marketing Merger Corp. and the registrant dated as of May         20
              8, 1998.


2.4           Stock Purchase and Shareholders Agreement among Gerard R. Bernier,
              Joel P. Sens, Lawrence Grimes, Kenneth Brochin, David Grossman and       54
              Jeffrey Sens dated as of May 12, 1998.


2.5           Bill of Sale and General Release between Goodhue Smith, as
              attorney-in-fact, and the registrant providing the purchase of the       65
              subordinated debt in and Series C Preferred stock of Unico, Inc.
              dated as of May 8, 1998.


2.6           Escrow Agreement among Joel Sens, T.C. Equities Ltd., the Law
              Office of Shane Henty Sutton, P.C. and the registrant dated as of        68
              May 1, 1998.


2.7           Stock Purchase Agreement among Joel Sens, Unico Inc., T.C.
              Equities Ltd. and the registrant dated as of May 4, 1998.                72


2.8           Securities Subscription Agreement between T.C. Equities Ltd. and
              the registrant dated as of May 7, 1998.                                  80

</TABLE>




                                       7
<PAGE>   8
<TABLE>
<S>           <C>                                                                     <C>
4.1           Resolutions of the Board of Directors as of April 17, 1998
              providing for the designations of the Series A Preferred and             91
              Series B Preferred stock and authorizing the transactions.
</TABLE>




                                       8
