UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): November 11, 2004
(November 8, 2004)
BF Acquisition Group IV, Inc.
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(Exact name of registrant as specified in its charter)
Florida 0-26851 65-013586
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2501 Turk Blvd., San Francisco, CA 94118-4343
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 710-1296
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(Former name or former address, if changed since last report)
Item 1.01. Entry Into a Material Definitive Agreement
(a) On November 10, 2004, the registrant, Universal Capital
Management Inc., a Delaware corporation ("Universal"), William R.
Colucci, and David M. Bovi entered into a definitive merger
agreement (the "Merger Agreement"). Pursuant to the terms of the
Merger Agreement, the registrant will shall merge with and into
Universal which shall survive and continue to do business under
the name "Universal Capital Management Inc." as a Delaware
corporation (the "Transaction"). Each shareholder of the
registrant shall be entitled to receive, in exchange for each
share of common stock of the registrant, One-Half (0.5) share of
voting common stock of Universal, par value $0.001 per share.
Giving effect to the Transaction, there will be 4,307,100 shares
of Universal common stock outstanding, 10.7% of which shall have
been issued to the registrant's current shareholders pursuant to
the Transaction. The closing of the Transaction is expected to
occur on the later of November 30, 2004, or on such date when
Universal shall have not fewer than Three Hundred (300)
stockholders of record. The closing remains subject to numerous
conditions contained in the Agreement. Either party can terminate
this Agreement if the closing shall not have occurred on or
before March 31, 2005.
(b) Universal is a newly organized company that intends to elect
to be treated as a business development company under the
Investment Company Act of 1940. Universal is expected to shortly
file its business development company election on Form N-54 A
with the United States Securities and Exchange Commission.
(c) The registrant's president, William R. Colucci, currently
serves as vice president and secretary of Universal.
Additionally, Mr. Colucci, along with David M. Bovi, an affiliate
shareholder of the registrant, currently own a respective 6.5%
and 2.6% common stock interest in Universal.
(d) When the Transaction closes, the directors of Universal
immediately prior to the closing shall remain the directors of
the Universal, and the officers of Universal immediately prior to
the closing shall remain the officers of Universal.
Item 3.02. Unregistered Sales of Equity Securities
On November 8, 2004, the registrant issued 100,000 shares of
its common stock, $0.001 par value, to Nortia Capital Partners,
Inc. in exchange for Nortia's agreement to convert the
registrant's entire $1,625 debt obligation to Nortia to such
stock. Nortia was the only offeree in connection with this
transaction. The registrant relied upon section 4(2) of the
Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
2.1 Merger Agreement
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934,
the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
BF Acquisition Group IV, Inc.
By:/s/ William R. Colucci
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William R. Colucci, President
Dated November 11, 2004