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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) : March 30, 2007
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
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-communications communications pursuant to Rule 14d-2(b) under the
Exchange Act.
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act.
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Not applicable.
ITEM 2.01 Completion of Acquisition or Disposition of Assets.
Not applicable.
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE
OR STANDARD; TRANSFER OF LISTING.
Not applicable.
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On March 30, 2007 during an Extraordinary Meeting of the Shareholders by
majority vote the following persons were elected to the Board of Directors, they
will serve until the next annual meeting.
Stephen Herold Age 60
285 E. Warm Springs Road #105
Las Vegas, Nevada 89119
Mr. Herold is the CEO of Paradigm Systems Solutions and for the previous 5
years was a consultant with the Herold group.
Andrew E. Mercer Age 55
285 E. Warm Springs Road #105
Las Vegas, Nevada 89119
Mr. Mercer was educated at UCLA. He has been a Corporate Consultant for
the previous 5 years.
The Company has no material plan or agreement or arrangement either
written or verbal with the above Directors.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
On March 30, 2007 during an Extraordinary Meeting of the Shareholders of UC Hub
Group, Inc. The following Amended and Restated Articles of Incorporation was
approved and adopted:
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
UC HUB GROUP, INC.
A NEVADA CORPORATION
MARCH 29, 2007
* * * * * * * *
* * * * * * * *
On March 29, 2007, in Woodland Hills, California, an extraordinary Meeting
of the Shareholders of UC HUB GROUP, Inc. was held. Present in person or
telephonically were representatives of 71% of the currently issued and
outstanding votes authorized by both Common and Preferred Stock. By unanimous
vote it was resolved and passed to amend and restate the Articles of
Incorporation of the Company to read as follows:
ARTICLE I
CORPORATE NAME
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The name of the corporation is UC HUB GROUP, INC.
ARTICLE II
DURATION OF THE CORPORATION
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The Corporation is to have perpetual existence
ARTICLE III
CORPORATE PURPOSES
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The purpose for which the corporation is organized is the development and
promotion of new technologies or any other lawful purpose.
ARTICLE IV
AUTHORIZED CAPITAL
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The aggregate number of shares which this Corporation shall have authority
to issue is 500,000,000 (five hundred million) shares of Stock with each Common
share representing 1 (one) vote and 10,000,000 (ten million) shares of Class "A"
Voting Convertible Preferred Stock with each Class "A" Preferred share
representing 60 (sixty) votes and convertible upon demand to 3 (three) common
shares and 10,000,000 (ten million) shares of Class "B"
Non-Voting/Non-convertible interest bearing Preferred Stock, interest to be
specified at the time of issue, and other such types and classes of stock as the
Board of Directors may from time to time authorize.
ARTICLE V
SHARE VALUE
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The par value of all shares shall be $.001 (one tenth of one cent) per
share.
ARTICLE VI
PRE-EMPTIVE RIGHTS
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The several classes of authorized and treasury stocks of the Corporation
have no pre-emptive rights. Fully paid stock of this Corporation shall not be
liable to any further call or assessment.
ARTICLE VII
SHAREHOLDER VOTING
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At each meeting of the Shareholders in which a vote is held every
Shareholder of record on the date duly designated in the notice of meeting shall
have the right to vote, in person or by proxy, the number of votes controlled by
said shareholder. At all Stockholders meetings the holders of a majority of the
outstanding and authorized votes shall constitute a quorum for the purposes of
such meetings.
ARTICLE VIII
DIRECTORS
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The Board of Directors shall consist of an odd number of Directors, The
number to be not less than 3 (three), nor more than 11 (eleven), as the Board of
directors, Management or a majority of shareholder votes may from time to time
introduce and recommend by resolution at any meeting the Shareholders. A minimum
of 1 (one) `Outside Director" is required. At all Directors meeting a majority
of the Directors shall constitute a quorum for the purposes of such meetings.
ARTICLE IX
INTERNAL AFFAIRS
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The Directors shall adopt By-laws for the regulation of the internal
affair os the Corporation, which By-laws shall not be inconsistent with these
Articles nor the Laws of the State of Nevada. Said By-laws may be amended,
altered or changed from time to time or repealed pursuant to law.
ARTICLE X
AUDIT COMMITTEE
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The Directors shall appoint an Audit Committee to oversee the Company's
accounting procedures. The Audit Committee shall consist of an odd number of
members, the number to be no less than 3 (three) nor more than 11 (eleven). A
minimum of 2 (two) `Outside' audit committee members is required.
ARTICLE XI
POWER TO SELL ASSETS AND CREATE INDEBTEDNESS
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In carrying on the business of the Corporation, The Board of Directors
and/or the Management is authorized and empowered to sell, exchange, mortgage,
bond or otherwise dispose of, deal with and encumber any or all of the property
of the Corporation, upon such terms and conditions as the Board of Directors may
deem just and proper and for the best interests of the Corporation, without
prior authorization or subsequent confirmation by a vote of the Stockholders.
ARTICLE XII
INDEMNIFICATION OF OFFICERS AND DIRECTORS
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The corporation shall have power to indemnify and hold harmless each of
its Officers and Directors as permitted by law and pursuant to the procedures
and regulations of "Nevada Corporation Law".
ARTICLE XIII
OFFICERS AND DIRECTORS CONTRACTS
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No contract or other transaction between this Corporation and any other
corporation shall be affected by the fact that a Director or Officer of this
Corporation has an interest in or is a Director or Officer of such other
corporation, and as a Director or Officer, Individually or jointly, may be a
party to or may have an interest in any other firm, corporation, or person with
which this Corporation does business. No conflict of interest is hereby deemed
to exist. Every Officer and Director of this Corporation is hereby relieved from
the liability that might otherwise stem from such association.
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All previous Articles are vacated in their entirety.
DATED this day 29th day of March, 2007.
Larry Wilcox
President
UC HUB GROUP, INC.
As of April 5, 2007 the company has taken no action which would not be in
compliance with the previous Articles of Incorporation.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Not Applicable
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.
Dated April 5, 2007
UC HUB GROUP, INC.
By: /S/ LARRY WILCOX
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Larry Wilcox
Chief Executive Officer