SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K ~~CURRENT REPORT~~

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

~~February 28,~~Date ~~2002~~ of report (Date of earliest event reported): March 14, 2003

OZ COMMUNICATIONS, INC.

(Exact name of Registrant as specified in its charter)


California (State of incorporation or organization)		000-30701 (Commission File No.)		95-4560875 (IRS Employer Identification No.)

~~Snorrabraut~~Windsor 54Station, Room 150, ~~Reykjavík~~1100, ~~Iceland~~de La Gauchetière West Montréal, Québec, Canada (Address of principal executive offices)

~~IS-105~~H3B 2S2 (Zip code)

(~~011 354~~514) ~~535~~ 390-~~0000~~1333 (Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

TABLE OF CONTENTS

	Item 5. Other Events
	ITEM 7. EXHIBITS
	ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURE
EXHIBIT INDEX
EXHIBIT 10.1
EXHIBIT 2.1
EXHIBIT 10.2
EXHIBIT 99.1
EXHIBIT 10.3
EXHIBIT 10.4
EXHIBIT 10.5

Item 5. Other Events

OnThe ~~February 28,~~board ~~2002~~of OZdirectors ~~Communications~~of ~~Co. (formerly known as~~ OZ~~.COM Canada~~ ~~Company) and Registrant, OZ~~ Communications, Inc. (~~collectively~~ “OZ” or the “Company”) ~~entered~~approved ~~into~~ a ~~series~~Plan of ~~amending~~Complete ~~agreements~~Liquidation ~~with Microcell Labs Inc.~~ and ~~Microcell~~ ~~Capital II Inc.~~Dissolution (~~collectively,~~the “~~Microcell”).~~Plan ~~Under the terms~~ of ~~the~~ ~~agreements~~Dissolution”) ~~the~~on ~~parties~~March 14, ~~have~~2003. ~~terminated~~On ~~all~~March 25, ~~specific development agreements between the parties~~2003, ~~terminated Microcell’s agreement to use OZ as its preferred development resource in~~ the ~~field~~Plan of ~~wireless Internet messaging~~Dissolution ~~services,~~was ~~terminated~~approved ~~Microcell’s~~by ~~right~~holders toof ~~require~~a OZmajority toof ~~redeem~~the ~~Microcell~~Company’s ~~shares~~ ~~of OZ~~ common stock, ~~terminated Microcell’s obligation to pay minimum quarterly payments of $750,000 for development services,~~ and ~~replaced a license~~ ofpreferred ~~Ericsson’s iPulse 1~~stock.5 ~~with~~In afurtherance ~~license~~ of the OZPlan ~~Instant Communications Platform. The license is conditioned upon the purchase by Microcell Labs Inc.~~ of ~~annual support and maintenance contracts from OZ~~Dissolution, ~~but is otherwise royalty-free for~~ the ~~first~~board ~~three years~~ and ~~incremental~~holders ~~capacity~~of ~~required~~a ~~after~~majority of the ~~initial~~common ~~three-year~~stock ~~period will be purchased separately at competitive prices~~ and ~~terms.~~preferred Instock ~~addition,~~also ~~the~~approved ~~parties~~the ~~modified~~sale aof ~~shareholder~~substantially ~~agreement~~all ~~to change certain participation rights~~ of ~~Microcell~~ ~~and to provide that~~ the ~~obligation~~assets of ~~certain~~the ofCompany ~~OZ’s~~and ~~shareholders~~its subsidiaries to ~~vote~~ a ~~sufficient~~Canada ~~number~~federal ofcorporation ~~shares~~established toby ~~elect~~Landsbanki ~~Microcell’s~~Íslands, ~~designee as a director is applicable only to the election of directors held at OZ’s 2002 annual shareholders meeting~~hf. ~~In partial consideration~~ for ~~OZ’s agreement to make~~ the ~~amendments,~~purpose ~~Microcell has surrendered to OZ 5,299,160 shares~~ of ~~OZ’s~~concluding ~~common stock for cancellation. The foregoing is a summary description of~~ the ~~agreements~~ ~~and~~transaction ~~does not include~~ (the ~~specific terms and provisions of the agreements~~“Buyer”). ~~Accordingly,~~The ~~the~~asset ~~foregoing~~sale ~~summary~~will ~~is qualified in its entirety by~~close ~~reference~~upon to the ~~agreements~~satisfaction ~~which~~of ~~are~~certain ~~filed~~conditions ~~as exhibits to this current report on Form 8-K~~precedent.

AsThe aCompany ~~result~~is ofcurrently ~~the~~operating ~~termination~~under of the ~~agreements,~~terms OZof ~~expects~~an toasset ~~recognize~~purchase ~~revenues from several Microcell Labs Inc. specific development agreements~~agreement, ~~eliminate~~ ~~redeemable~~under ~~common~~which ~~stock~~the ~~with~~Buyer ais ~~corresponding~~providing ~~increase~~to inthe ~~additional paid-in~~Company ~~capital,~~sufficient ~~record~~cash ~~a reduction in common stock and paid-in capital, a bad~~to ~~debt~~operate ~~expense~~the ~~and~~business anfor ~~impairment~~the ~~loss~~benefit onof the ~~related~~Buyer ~~intangibles~~pending ~~that~~closing. OZUnder ~~recorded~~the inasset ~~connection~~purchase ~~with~~agreement, the ~~acquisition~~Company ofwill ~~the~~receive ~~shares~~initial ofcash ~~MCE Holding Corporation in~~payments ~~November~~expected ~~2000.~~to Inbe ~~the~~sufficient ~~quarter~~to ~~ended~~satisfy ~~December 31,~~all ~~2001,~~obligations OZof ~~expects~~the toCompany ~~record~~and anits ~~$8.9 million~~subsidiaries ~~non-cash~~to ~~impairment~~creditors ~~loss~~and onto ~~intangible~~conduct ~~assets as~~ an ~~operating expense~~orderly inwind ~~connection~~up ~~with both the cancellation~~ of the ~~Microcell~~Company ~~agreements~~ and its ~~the~~subsidiaries. ~~cancellation~~After ofclosing the ~~Ericsson~~asset ~~development~~sale, ~~agreements~~the inBuyer ~~January~~will ~~2002.~~assume all Incustomer ~~the~~contracts, ~~quarter~~substantially ~~ending~~all ~~March 31,~~operating ~~2002,~~liabilities OZand ~~expects~~will tooffer ~~recognize~~all employees ~~$4.75 million~~substantially ~~in revenue~~identical ~~from~~jobs ~~various~~to ~~specific~~those ~~development~~they ~~agreements~~held ~~with~~in ~~Microcell~~the ~~Labs~~Company ~~Inc.~~or one ~~that~~of isits ~~currently~~subsidiaries, ~~reflected~~as on the ~~balance~~case ~~sheet~~may asbe. ~~“deferred revenue~~Furthermore,” ~~record a~~the ~~$3.1 million~~asset ~~non-cash~~purchase agreement ~~impairment~~provides ~~loss~~for onfuture ~~intangible~~payments ~~assets~~under as an ~~operating expense,~~equipment ~~eliminate~~lease ~~$4.5 million of redeemable common stock~~ and ~~increase~~payments ~~additional~~equal ~~paid-in~~to ~~capital~~25% byof acertain ~~like~~software ~~amount,~~licensing ~~and~~revenues ~~allocate~~that ~~among~~may ~~common~~be ~~stock,~~received by ~~paid-in~~Buyer ~~capital~~under ~~and~~the ~~bad~~terms ~~debt~~of ~~expense~~a ~~$750,000~~certain ~~that~~value ~~was~~added ~~due~~reseller inagreement ~~November~~for ~~2001~~the period from ~~Microcell~~March 1, ~~Labs~~2003 ~~Inc.~~through ~~under the general co-operation~~ and ~~development agreement~~including March 31, ~~but~~2008. ~~which~~There ~~was~~can ~~forgiven~~be no inassurance ~~connection~~that ~~with~~any ~~the~~software ~~return~~licensing ofrevenues ~~5,299,160 common~~will ~~shares~~ever ofbe OZpaid asunder ~~part~~the value ofadded ~~the~~reseller ~~amendments~~agreement.

~~Microcell~~Prior ~~has~~to ~~made~~closing ~~significant~~the ~~cash~~sale ~~payments~~of toits OZassets, ~~since~~the ~~November~~Company ~~2000.~~will establish a ~~Consequently,~~liquidating ~~termination~~trust ofinto which all proceeds from the ~~agreements~~sale ~~with~~of ~~Microcell~~assets will ~~result~~be placed and from which all remaining liabilities will be paid, including new liabilities incurred in connection with the orderly wind up of the Company, ~~loss~~including each of aits ~~significant~~subsidiaries. ~~source~~After payment of OZall the claims, obligations and expenses owing to the Company’s ~~operating~~creditors, ~~cash.~~and Ifsubject OZto issuch reserves ~~unable~~as tothe ~~secure~~trustee may deem necessary and appropriate, the trustee will ~~additional~~distribute ~~sources~~any remaining proceeds from time to time by cash to the holders of the ~~revenue,~~Series A Preferred Stock (up to the ~~termination~~$11,970,964 aggregate liquidation preference of the ~~agreements~~Preferred ~~between~~Stock), OZwith ~~and~~the remainder (if any) to holders of ~~Microcell~~the ~~would~~Common ~~have~~Stock on a ~~material,~~pro ~~adverse~~rata ~~affect~~basis. Based on ~~OZ’s~~the ~~business~~anticipated ~~and~~value ~~results~~ of the ~~operations.~~projected OZincome ~~believes~~stream ~~that~~from ~~its~~the ~~current~~asset ~~cash~~sale, ~~cash~~the ~~equivalents~~amounts ~~and~~owed ~~short-term~~to creditors of ~~investments,~~the ~~will~~Company beand ~~sufficient~~the tosize ~~meet~~of ~~its~~the ~~anticipated~~liquidation ~~cash~~preference ~~needs~~of ~~for~~the ~~working~~Preferred Stock, ~~capital~~the ~~and~~Company ~~capital~~does ~~expenditures~~not ~~for~~believe atthe ~~least~~trustee ~~the~~will ~~next~~have ~~eight~~any ~~months.~~funds ~~While~~remaining OZto make ~~intends~~distributions to ~~seek~~the ~~additional~~common ~~financing~~shareholders. Therefore, ~~there~~it ~~can~~is behighly ~~no assurance~~ unlikely that itany distributions will be ~~successful~~ made to common shareholders.

This Current Report on Form 8-K contains various forward-looking statements with respect to our financial condition, results of operations and business. The words “believe,” “expect,” “anticipate,” “intend,” “may,” “will,” “should,” “could,” “potential,” “continue,” “estimate,” “predict,” and “plan” and similar expressions or the negative of such expressions, identify forward-looking statements. These forward-looking statements are subject to numerous assumptions, risks and uncertainties and a number of factors could cause actual results to differ materially from those projected or implied in such forward-looking statements. These factors include, but are not limited to, the risk factors disclosed in OZ’s Annual Report on Form 10-KSB for the year ended December 31, 2001. Further, certain forward-looking statements are based upon assumptions of future events that may not prove to be accurate. Due to such uncertainties and risks, you should not place undue reliance on such forward-looking statements that speak only as of the date of this report. OZ does not undertake to update publicly, review or revise any forward-

~~This Current Report on Form 8-K contains various forward-~~looking ~~statements~~ with respect to our financial condition, results of operations and business. The words “believe,” “expect,” “anticipate,” “intend,” “may,” “will,” “should,” “could,” “potential,” “continue,” “estimate,” “predict,” and “plan” and similar expressions or the negative of such expressions, identify forward-looking statements. ~~These forward-looking statements are subject~~ to ~~numerous~~ assumptions, risks and uncertainties and a number of factors could cause actual results to differ materially from those projected or implied in such forward-looking statements. These factors include, but are not limited to, the risk factors disclosed in OZ’s Annual Report on Form 10-KSB. Further, certain forward-looking statements are based upon assumptions of future events that may not prove to be accurate. Due to such uncertainties and risks, you should not place undue reliance on such forward-looking statements that speak only as of the date of this report. OZ does not undertake to update publicly, review or revise any forward-looking statements to reflect any change in our expectations with regard thereto or to reflect events or circumstances occurring after the date hereof, unless required by the federal securities laws.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS

10.1		Amending Agreement between Microcell Labs Inc. and OZ Communications Co. dated as of February 28, 2002.
(a)		N/A
10.2		Amending Agreement to a Share Exchange Agreement between Microcell Capital II Inc. and Registrant dated as of February 28, 2002.
(b)		N/A
10.3		Amending Agreement among Microcell Capital II Inc., Guðjón Már Guðjónsson, Skúli Mogensen and Registrant dated as of February 28, 2002.
(c)		Exhibits
10.4		Share Transfer Agreement between Microcell Capital II Inc. and Registrant dated as of February 28, 2002.
2.1		Plan of Complete Liquidation and Dissolution
10.5		Specific Agreement No. 5 (OZ Instant Communications Platform License) between Microcell Labs Inc. and OZ Communications Co. dated as of February 28, 2002.
99.1		Press Release issued on April 9, 2003 by OZ Communications, Inc.

SIGNATURE

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, thereto duly authorized.

OZ COMMUNICATIONS, INC. By: /s/ ~~JÓN~~Skúli L.Mogensen ~~ÁRNASON~~ Name: ~~Jón~~Skúli L.Mogensen ~~Árnason~~ Title: Chief ~~Financial~~Executive Officer ~~(Principal Financial and Accounting Officer)~~

Date: ~~March~~April 159, ~~2002~~2003

EXHIBIT INDEX

EXHIBIT
NUMBER		DESCRIPTION
10.1		Amending Agreement between Microcell Labs Inc. and OZ Communications Co. dated as of February 28, 2002.
2.1		Plan of Complete Liquidation and Dissolution
10.2		Amending Agreement to a Share Exchange Agreement between Microcell Capital II Inc. and Registrant dated as of February 28, 2002.
99.1		Press Release issued on April 9, 2003 by OZ Communications, Inc.
10.3		Amending Agreement among Microcell Capital II Inc., Guðjón Már Guðjónsson, Skúli Mogensen and Registrant dated as of February 28, 2002.
10.4		Share Transfer Agreement between Microcell Capital II Inc. and Registrant dated as of February 28, 2002.
10.5		Specific Agreement No. 5 (OZ Instant Communications Platform License) between Microcell Labs Inc. and OZ Communications Co. dated as of February 28, 2002.

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