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                                  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)   December 30, 1998

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

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<S>                          <C>                            <C>
   Nevada                            2-74785-B                   88-0169543
(State of                    (Commission File Number)       (IRS Employer
incorporation)                                              Identification No.)
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        900 North Stafford Street, Suite 2003, Arlington, Virginia 22203
                    (Address of principal executive offices)

Registrant's telephone number:  (703) 516-9888


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ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.

       (a) In the second quarter of 1998, the registrant 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"). The registrant reported these transactions in
a current report on Form 8-K dated May 26, 1998.

       On December 30, 1998, the registrant and Unico executed an Amended and
Restated 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"). The Amended and Restated Stock Purchase Agreement differed
from the original Stock Purchase Agreement in certain significant aspects,
including: (1) the registrant shall pay consideration in the form of cash only
(instead of a combination of cash and securities of the registrant) to Unico,
totalling $172,665, for 100% of the shares of UMSI, and (2) the closing deadline
is extended until January 31, 1999, unless further extended with the mutual
consent of the registrant and Unico.

       In addition to the above-described consideration, the registrant has
agreed to extinguish certain debts of Unico up to $164,000, to assume certain
debts of Unico (principally a secured loan from BancFirst, an Oklahoma banking
corporation, in the principal amount not to exceed $450,000) and to provide
additional cash to Unico of approximately $210,000 in the form of working
capital loans that will be transferred by Unico to its subsidiary, UMSI, to be
used as working capital and will be forgiven upon consummation of the
Transaction. The cash consideration for the Transaction has been obtained by the
registrant, in part 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. On December 30, 1998, the registrant entered into amended and
restated agreements with T.C. Equities providing for an extension of time in
which to consummate the Transaction in addition to increasing the number of
shares of Unico common stock that the registrant will transfer to T.C. Equities.
The registrant obtained these additional shares of Unico common stock in
exchange for extinguishing a working capital loan from the registrant to Unico
of $180,000.

       On December 30, 1998, the registrant entered into an amended and restated
shareholder agreement among the registrant, and certain shareholders of the
registrant whereby the shareholders have agreed, among other things, to vote
their shares in order to bring about certain changes in the registrant's
management. The Board of Directors has approved a resolution appointing Gerard
R. Bernier, currently the President and Chief Executive Officer ("CEO") of Unico
and UMSI, as President and CEO of the registrant and confirming Mr. Bernier as
President and CEO of UMSI upon consummation of the Transaction. The registrant
has appointed Mr. 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



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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.

Exhibit 2.1  Amended and Restated Stock Purchase Agreement and Plan of Merger
             among Unico, UMSI, United Marketing Merger Corp. and the registrant
             dated as of December 30, 1998.

Exhibit 2.2  Amended and Restated Stock Purchase and Shareholders Agreement
             among Gerard R. Bernier, Joel P. Sens, Lawrence Grimes, Kenneth
             Brochin, David Grossman, Jeffrey Sens and the registrant dated as
             of December 30, 1998.

Exhibit 2.3  Amended and Restated Escrow Agreement among T.C. Equities Ltd., the
             Law Office of Shane Henty Sutton, P.C. and the registrant dated as
             of December 30, 1998.

Exhibit 2.4  Amended and Restated Stock Purchase Agreement between T.C. Equities
             Ltd. and the registrant dated as of December 30, 1998.

Exhibit 2.5  Amended and Restated Securities Subscription Agreement between T.C.
             Equities Ltd. and the registrant dated as of December 30, 1998.

Exhibit 2.6  Stock Purchase Agreement among T.C. Equities Ltd., Unico, Inc. and
             the registrant dated as of December 30, 1998.


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Exhibit 4.1  Resolutions of the Board of Directors as of December 14, 1998
             providing for the approval of the amended and restated transaction
             documents, the appointment of Mr. Bernier as President and CEO and
             other matters.



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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.

                                         NEXT GENERATION MEDIA CORP.
                                                (Registrant)

Date:  January 7, 1999                  /s/  Lawrence Grimes
                                        ----------------------
                                        By:    Lawrence Grimes
                                        Title: President


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                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit No.         Description
Page
-----------         -----------
<S>           <C>
2.1           Amended and Restated Stock Purchase Agreement and Plan of Merger
              among Unico, UMSI, United Marketing Merger Corp. and the
              registrant dated as of December 30, 1998.

2.2           Amended and Restated Stock Purchase and Shareholders Agreement
              among Gerard R. Bernier, Joel P. Sens, Lawrence Grimes, Kenneth
              Brochin, David Grossman, Jeffrey Sens and the registrant dated as
              of December 30, 1998.

2.3           Amended and Restated Escrow Agreement among T.C. Equities Ltd.,
              the Law Office of Shane Henty Sutton, P.C. and the registrant
              dated as of December 30, 1998.

2.4           Amended and Restated Stock Purchase Agreement between T.C.
              Equities Ltd. and the registrant dated as of December 30, 1998.

2.5           Amended and Restated Securities Subscription Agreement between
              T.C. Equities Ltd. and the registrant dated as of December 30,
              1998.

2.6           Stock Purchase Agreement among T.C. Equities Ltd., Unico, Inc. and
              the registrant dated as of December 30, 1998.

4.1           Resolutions of the Board of Directors as of December 14, 1998
              providing for the approval of the amended and restated transaction
              documents, the appointment of Mr. Bernier as President and CEO and
              other matters.
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