8-K/A

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): February 12, 2007

UGODS, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada	333-131131	20-2304161
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

9101 WEST SAHARA SUITE 105

LAS VEGAS NV 89117

(Address of Principal Executive Offices)

Registrant's telephone number, including area code: 702-528-2499

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

1.01 On February 12, 2007, the Company’s majority shareholder, Alexander Long, entered into certain Stock Purchase Agreements (collectively, the “Stock Purchase Agreements”) with certain

purchasers (collectively, the “Purchasers”). Pursuant to the terms of the Stock Purchase Agreements, the Purchasers will transfer to Mr. Long total consideration of $533,925.00 to purchase an aggregate of 9,503,200 shares. Upon closing of these transactions, a change of control of the Company will occur.  

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS      

2.01

On February 12, 2007, the Company’s majority shareholder, Alexander Long, completed the transaction set forth in the Stock Purchase Agreements with certain Purchasers. Pursuant to the terms of the Stock Purchase Agreements, the Purchasers have transferred to Mr. Long total consideration of $533,925.00 to purchase an aggregate of 9,503,200 shares. A change of control of the Company has occurred.  

ITEM 5.01 CHANGES IN CONTROL OF THE REGISTRANT

5.01

Pursuant to the transactions completed by the Stock Purchase Agreements and Minority Stock Purchase Agreements described above in Item 2.01, there has been a change in control of the Company.

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

5.02 On February 12, 2007 the Board of Directors of the Company elected Chen Xing Hua to serve as a Director of the Company. Chen Xing Hua, age 43, graduated from Jiangxi Technical Institute with a major in Industry and Civil Building Industry in 1984.   Mr. Chen has over 20 years of experience in manufacturing and factory operation management.  From 2001 to 2002, he was the President and General Manager of Shenzhen In – Tech Technology Co., Ltd., a manufacturer of auto parts, auto diagnosis and care systems. He was responsible for the firm’s strategic planning, operation and business development.  From 2002 to 2005, Mr. Chen was the Vice President of Golden Group Corporation, a Chinese producer of surveillance systems and consultancy services. From 2005 to 2006, he served as a director of China Security & Surveillance Technology, Inc, a company listed on the OTCBB. He was responsible for decision-making, operations man agement and marketing.

On February 12, 2007, Mr. Alexander Long submitted his resignation as President, Secretary and Treasurer of the Company to the Board of Directors, which accepted the resignation on the same day.

On February 12, 2007 the Board of Directors of the Company appointed Chen Xing Hua to serve as a Chief Executive Officer of the Company.  His biographical information appears above.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

A form of Stock Purchase Agreement is incorporated by reference and attached hereto as Exhibit 2.1.

SIGNATURES

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

Dated: February 12, 2007

Ugods, Inc.
By:	/s/ Alexander Long
	Alexander Long
	Director

EX-2

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) made and entered into as of February ___, 2007, between **** (hereinafter referred to as the "Buyer"), and  *** (hereinafter referred to as the “Seller”).

This Agreement sets forth the terms and conditions upon which Seller is selling to Buyer and the Buyer is purchasing from the Seller *** shares (hereinafter referred to as the "Shares") of Seller’s common stock of UGODS, INC. (the “Company”) in a private stock sale transaction.

In Consideration of the mutual agreements contained herein, the parties hereby agree as follows:

I. SALE OF THE SHARES.

1.01

Shares being Sold. Subject to the terms and conditions of this Agreement, the Seller is selling *** shares of Seller’s common stock of UGODS, INC.

1.02

Consideration.

(a)

Purchase Price. The Purchase Price of the shares shall be a price of US$ **.** per share.

(b)

I understand that other shareholders may be selling their shares in private transactions and at varying amounts and this Agreement confirms our private transaction in writing.

1.03

Settlement Funds. The Buyer will send US $***.**  in immediately available funds to Island Stock Transfer of St. Petersburg, Florida, to be distributed to the Seller.

1.04

Effective Date. The Closing of the transaction shall take place on or about February _, 2007, or at such other date and time as the parties may mutually agree in writing.

1.05

Delivery by the Seller. At the Closing, the Seller has instructed the transfer agent, upon receipt of the Settlement funds, to deliver to Buyer a certificate representing the Shares purchased (*** shares).

II. RELATED TRANSACTIONS.

2.01

Finder. The Seller and the Buyer acknowledge that there were no finders with respect to the transaction contemplated herein.

2.02

Other Shareholders. The Seller and the Buyer acknowledge that other UGODS, Inc. shareholders may be selling their shares in private transactions and at varying amounts and that this Agreement confirms the Seller’s and Buyer’s private transaction in writing. By signing this Agreement, the Seller acknowledges that shares may be sold at varying prices and that there has been no influence exerted over the Seller by any officer or director of the Company regarding the sale of said Seller’s shares.

III. REPRESENTATIONS AND WARRANTIES OF SELLER.

The Seller hereby represents and warrants as follows:

3.01

Authority; No Violation. The execution and delivery of this Agreement by the Seller, and the consummation by Seller of the transaction contemplated hereby has been duly approved. Neither the execution and delivery of this Agreement nor the consummation of the transaction will constitute a violation or default under any term or provision of the Certificate of Incorporation or bylaws of the Company, or of any contract, commitment, indenture, other agreement or restriction of any kind or character to which the Seller are a party or by which the Seller are bound.

3.02

Litigation. To the knowledge of the Seller, there are no actions, proceedings, or investigations pending or threatened against the Seller, and the Seller know or have any reason to know of any basis for any such action, proceedings, or investigation. There is no event or condition of any kind or character pertaining to the shares of the Seller that may materially and adversely affect this private stock sale.

IV. REPRESENTATIONS AND WARRANTIES BY BUYER.

The Buyer hereby represent and warrant as follows:

4.01

Authority; No Violation. The execution and delivery of this Agreement by the Buyer, and the consummation by the Buyer of the transaction contemplated hereby has been duly approved. Neither the execution and delivery of this Agreement nor the consummation of the transaction will constitute a violation or default under any term or provision of the Certificate of Incorporation or bylaws of the Company, or of any contract, commitment, indenture, other agreement or restriction of any kind or character to which the Buyer are a party or by which the Buyer are bound.

4.02

Litigation. To the knowledge of the Buyer, there are no actions, proceedings, or investigations pending or threatened against the Buyer, and the Buyer know or have any reason to know of any basis for any such action, proceedings, or investigation. There is no event or condition of any kind or character pertaining to the acquisition of the shares from the Seller that may materially and adversely affect this private stock sale.

4.02

Representations Regarding the Acquisition of the Shares.

(a)

The Buyer understands the speculative nature and the risks of investments associated with the Company and confirms that he, she, or it is able to bear the risk of the investment, and that there may not be any public market for the Shares purchased herein;

(b)

Neither the Buyer nor the Seller are under an obligation to register or seek an exemption under any federal and/or state securities acts for any sale or transfer of the Shares to the Buyer, and Buyer is solely responsible for determining the status, in its hands, of the shares acquired in the transaction and the availability, if required, of exemptions from registration for purposes of sale or transfer of the Shares;

©)

The Buyer has sufficient knowledge and experience in financial and business matters, and is sufficiently familiar with investments of the type represented by the Shares, including familiarity with previous private and public purchases of speculative and restricted securities, that Buyer is capable of evaluating the merits and risks associated with purchase of the Shares; and

(d)

In evaluating the merits of the purchase of the Shares, Buyer has relied solely on his, her or its own investigation concerning the Shares and has not relied upon any representations provided by the Seller.

V. SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION.

5.01

Survival of Representations. All representations, warranties, and agreements made by any party in this Agreement or pursuant hereto shall survive the execution and delivery hereof and any investigation at any time made by or on behalf of any party.

VI. MISCELLANEOUS

6.01

Expenses. Each of the parties shall bear its own expenses incurred in conjunction with the Closing hereunder.

6.02

Parties in Interest. All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the heirs, beneficiaries, representatives, successors, and assigns of the parties hereto.

6.03

Prior Agreements; Amendments. This Agreement supersedes all prior agreements and understandings between the parties with respect to the subject matter hereof. This Agreement may be amended only by a written instrument duly executed by the parties hereto or their respective successors or assigns.

6.04

Headings. The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretations of this Agreement.

6.05

Confidentiality. Each party hereby agrees that all information provided by the other party and identified as "confidential" will be treated as such, and the receiving party shall not make any use of such information other than with respect to this Agreement. If the Agreement shall be terminated, each party shall return to the other all such confidential information in their possession, or will certify to the other party that all of such confidential information that has not been returned has been destroyed.

6.06

Notices. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered or mailed (registered or certified mail, postage prepaid, return receipt requested) to the parties at their address specified herein, with a copy sent as follows:

If to the Seller: *** *** ***

If to the Buyer: *** *** ***

6.07

Counterparts. This Agreement may be executed simultaneously in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

6.08

Applicable Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of Nevada.

6.09

No Exertion Upon the Parties. By executing this Agreement I am acknowledging and approving that shares may be sold at varying prices and that there has been no influence exerted over me by any officer or director of UGODS, Inc. regarding the sale of my shares.

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the Buyer, the Seller and the Company on the date first above written.

BUYER:

***

Name:

Title:

SELLER:

Name: ***

Page  of 3

UGODSSHPA2.wpd