Attached files
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| EX-10.1 - EXHIBIT 10.1 - UNITY MANAGEMENT GROUP, INC. | ex10_1.htm |
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 2, 2009
UNITY
MANAGEMENT GROUP, INC.
(F/K/A
UNITY AUTO PARTS, INC.)
(Exact
Name of Registrant as Specified in Charter)
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Nevada
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000-25825
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72-1530097
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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15325
NW 60th Ave
Suite 101
Miami lakes, Fl
33014
(Registrant’s
Address)
Registrant’s
telephone number, including area code: (305)
512-4471
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 DFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR
240.13e-4(c))
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CURRENT
REPORT ON FORM 8-K
TABLE OF
CONTENTS
Item
1.01 Entry
into a Material Definitive Agreement
Item
2.01 Completion
of Acquisition or Disposition of Assets
Item
5.01 Changes
in Control of Registrant
Item
8.01 Other
Events
Item
9.01 Financial
Statements and Exhibits
Item
1.01 Entry into a Material Definitive Agreement
As of
November 2, 2009, Unity Management Group Inc., a Nevada corporation (including
its successors and assigns, “UYMG” or “Registrant” or “Company”); Su, Wan Wen,
the former President of UYMG (including its successors and assigns, “Selling
Shareholders”), United Healthcare Solutions, Inc., a corporation duly organized
under the laws of the State of Nevada (hereinafter the “UHC”), and the
shareholders of UHC (the “UHC Shareholders”) entered a Plan of Reorganization
(the “Reorganization”), pursuant to which, among other things, 60,000,000 shares
of Common Stock of UYMG (hereinafter “UYMG Common Stock”) shall be transferred
to the UHC Shareholders, in exchange for 100% of the Shares of UHC being
transferred to UYMG. Simultaneously, the 40,000,000 shares
of which shall be returned to the treasury.
The above
transfer and cancellation will give UHC Shareholders a
total of 20,000,000 shares of the Common Stock of UYMG, or a 'controlling
interest' in UYMG representing approximately 90.0% of the then issued and
outstanding shares of Common Stock. UYMG shall continue as the surviving
corporation and UHC shall become a wholly-owned subsidiary of UYMG.
The Plan
of Reorganization is attached in Exhibit 10.1.
Item
2.01 Completion of Acquisition or Disposition of Assets
Pursuant
to and at the closing of the Reorganization, which occurred on November 20,
2009, UYMG authorized Guardian Registrar & Transfer Inc., its transfer
agent, to cancel 40,000,000 shares of common stock, and transfer to the UHC
Shareholders 20,000,000 shares of common stock of UYMG, or 90.0% of UYMG s then
outstanding common stock, in exchange for all of the shares of capital stock of
UHC owned by the UHC Shareholders. In addition, as of such date, an Articles of
Exchange regarding the Reorganization was filed with the Secretary of State of
Nevada. Upon completion of the physical exchange of the share
certificates, UHC became a wholly-owned subsidiary of UYMG.
Item
5.01 Changes in Control of Registrant
The
information provided in Item 1.01 and Item 2.01 is hereby incorporated
by reference herein.
Upon closing of the
Reorganization, UYMG cancelled
40,000,000 shares of common stock, and transferred to the UHC
Shareholders 20,000,000 investment shares of Common Stock of UYMG in exchange for 100% of
the capital stock of UHC which gave the UHC shareholders an
interest in UYMG representing approximately 90.0% of the issued and outstanding
shares and caused a change in control of UYMG.
The
consummation of the Reorganization has had several additional consequences. Ms.
Su Wan Wen resigned from her positions as President, Chief Executive Officer and
Director of UYMG. Ms. Zhang Xin Ye resigned from her position as Chief Financial
Officer of UYMG. Mr. Cai Wei Heng resigned from his positions as Independent
Director of UYMG. The new management appointed by UHC Shareholders is as
follows:
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Name
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Title
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Alex
Berkovich
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President
and Director
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Michael
A. Oliver
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Vice
President and Director
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Item
8.01 Other Events
On
November 20, 2009, the Board of Directors of UYMG approved a forward split of
UYMG’s Common Stock. The forward split divides UYMG’s outstanding Common Stock
on the basis of 1 outstanding shares being changed to 20 outstanding
shares. In other words, every 1 share of Common Stock that is now
issued and outstanding will be split into 20 shares. Each shareholder’s
percentage ownership in the Company (and relative voting power) will remain
essentially unchanged as a result of the forward split. The forward split took
effective on January 15, 2010.
On
November 20, 2009, the Board of Directors of the Registrant believes it to be in
the best interests to change the name of the Registrant to “Unity Management
Group, Inc.” The Board believes that the new name will provide a more accurate
description of the Registrant’s current operations and to be consistent with the
Registrant’s marketing efforts in the health care industry. The name change took
effective on January 8, 2010.
The
Registrant currently has issued and outstanding 447,036,620 shares of par value
$.001 Common Stock which trades on the Pinksheets Electronic OTC Markets under
the symbol “UYMG”.
Item
9.01 Financial Statements and Exhibits
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(d)
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Exhibits.
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The
exhibits listed in the following Exhibit Index are filed as part of this Current
Report on Form 8-K.
Exhibit
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 thereunto
duly authorized.
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Date:
January 25, 2010
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UNITY
MANAGEMENT GROUP INC.
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By:
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/s/
Alex
Berkovich
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Alex
Berkovich
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President
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