UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): September 27, 2006
UC HUB GROUP INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
001-15665 88-0389393
(Commission File Number) (IRS Employer Identification No.)
285 EAST WARM SPRINGS ROAD, LAS VEGAS, NEVADA 89119
(principal executive offices) (Zip Code)
(702) 791-7030
(Registrant's telephone number, including area code)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 27, 2006, UC HUB Group, Inc. (the "Registrant") acquired the
assets of International Wastewater Systems ("IWS") for 1,500,000 restricted
shares of the Registrant's common stock and an additional amount of 1,500,000
restricted shares of the Registrant's common stock upon hitting sales benchmarks
to be agreed upon by Larry Wilcox and Claude Smith. Notwithstanding this, in
the event the assets of IWS, after acquisition, are sold or made available in
some new corporate form, the additional 1,500,000 shares will be deemed earned
by the original owners of IWS.
A wastewater system with software and licenses and related intellectual
properties organized and in business for the past years has been acquired with
the assets of IWS. In addition, the past operating liabilities and during the
transition will not be part of any deal or liability to the Registrant. A copy
of the acquisition agreement is attached to this Current Report as an exhibit.
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
See Item 1.01, above.
ITEM 2.03. CREATION OF DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
See Item 1.01, above.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
See Item 1.01, above.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
It is not practicable to file the required historical financial statements at
this time. Accordingly, pursuant to Item 9.01(a)(4) of Form 8-K, the Registrant
will file such financial statements under cover of Form 8-K/A as soon as
practicable, but not later than the date required by applicable law.
(b) Pro forma financial information.
It is not practicable to file the required pro forma financial information at
this time. Accordingly, pursuant to Item 9.01(a)(4) of Form 8-K, the Registrant
will file such financial statements under cover of Form 8-K/A as soon as
practicable, but not later than the date required by applicable law.
(c) Exhibits.
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
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10.1 Asset Acquisition Agreement dated September 27, 2006 between UC HUB Group, Inc. and
International Wastewater Systems.
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.
Date: September 28, 2006.
UC HUB GROUP, INC.
By /s/ Larry Wilcox
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Larry Wilcox, Chief Executive
Officer