================================================================================
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)
FEBRUARY 23, 2007
----------------------------
UC HUB GROUP INC.
(Exact name of registrant as specified in 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, NV, 89119
(Address of Principal Executive
Offices and zip code)
(702) 791-7030
(Registrant's telephone
number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act
(17 CFR 240.14a-12(b))
[_] 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.
On February 23, 2007, UC Hub Group, Inc. (the "Company") entered into a
Securities Purchase Agreement (the "Purchase Agreement"), pursuant to which the
purchaser (the "Purchaser") purchased an Original Issue Discount Convertible
Debenture (the "Debenture") in the principal amount of $540,000. The purchase
price paid by the Purchaser was $500,000. The Debenture does not bear any
interest, and the principal sum of the Debenture is due and payable on February
23, 2008. The Debenture is convertible at any time at the option of the holder
into shares of the Company's common stock at a conversion price equal to $0.05
per share (subject to adjustment as provided in the Debenture).
The Company's obligations under the Debenture may immediately declared
due and payable upon a default under the terms of the Debenture. In addition,
the Company's obligations under the Debenture are collateralized by a pledge and
security interest in 1,500,000 shares of common stock of PSPP Holdings Inc. held
by the Company.
In connection with the sale of the Debenture, the Company also issued
the Purchaser a warrant to purchase 2,160,000 shares of the Company's common
stock at a purchase price of $0.25 per share, subject to adjustment as provided
for in the warrant and a term of exercise of two years from February 23, 2007.
The warrants may be exercised on a cashless basis if at any time after one year
from the date of issuance of the warrant there is no effective registration
statement registering or no current prospectus available for, the resale of the
shares of common stock underlying the warrant. In the event the purchaser
exercises the warrants on a cashless basis, then the Company will not receive
any proceeds.
In addition, the conversion price of the Debenture and the exercise
price of the warrants may be adjusted in certain circumstances such as if the
Company issues commons stock or equity securities at a common stock equivalent
price of less than $0.05 per share.
Pursuant to a Registration Rights Agreement entered into between the
parties, the Company is required to file a registration statement with the
Securities and Exchange Commission within 30 days of closing date, which will
include all or such portion of the common stock underlying the Debenture and the
warrant as permitted by the rules and regulations of the Securities and Exchange
Commission.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
UNDER AND OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information disclosed under Item 1.01 is incorporated herein by
reference.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
The information disclosed under Item 1.01 above is incorporated herein
by reference.
The Debenture and warrants described above were offered and sold to the
Purchaser in a private placement transaction made in reliance upon exemptions
from registration pursuant to
2
Section 4(2) under the Securities Act of 1933 and Rule 506 promulgated
thereunder. The purchaser represented to the Company that it is an accredited
investor as defined in Rule 501 of Regulation D promulgated under the Securities
Act of 1933.
3
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: February 28, 2007
UC HUB GROUP, INC.
By: /S/ LARRY WILCOX
-----------------------
Larry Wilcox
Chief Executive Officer
4