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): August 28, 2012 (August 22, 2012)

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 CFR 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))

Item 1.01

Entry into a Material Definitive Agreement

On August 22, 2012 Universal Capital Management, Inc. (“Universal”) entered into a Memorandum of Understanding (the “Agreement”) with New Bastion Development, Inc., a Florida corporation (“New Bastion”) to document the business terms of the deal between the parties to enter into a joint development relationship for the construction of a nitrogen fertilizer plant capable of producing approximately 4,000 MT of granulated urea on a daily basis (the “Project”).  The Project will be completed by New Bastion Regeneration, a Florida corporation (“NBR”), a New Bastion subsidiary company that was formed by New Bastion for the sole purpose of completing the Project.

Pursuant to the terms of the Agreement:

1.

Universal agreed to purchase from New Bastion 100,000 issued and outstanding shares of NBR held by New Bastion, representing approximately 12.7% of the outstanding shares of NBR in exchange for 5,000,000 newly issued restricted shares of Universal issued upon the execution of the Agreement and $500,000 pursuant to the following schedule: $100,000 within 15 days of execution of the Agreement; and $400,000 within 60 days of execution of the Agreement.

2.

Universal received an option to purchase up to 240,000 additional shares of NBR  currently owned by New Bastion, which will represent a total ownership of approximately 43% of NBR owned by Universal for an additional $4.8M under terms to be mutually negotiated, assuming no additional shares of NBR are issued.

3.

Universal issued 20,000,000 shares of its restricted common stock to New Bastion for delivery as follows: 5,000,000 shares delivered upon the execution of the Agreement, as described in Item 1 above, and 15,000,000 shares to be held (and voted by Universal) and distributed in accordance with a mutually accepted schedule developed relative to the exercise of option described in item 2 above. No schedule has been agreed upon as of the date of this Form 8-K Report.

The foregoing description of the terms and conditions of the Agreement and the transactions contemplated thereunder is not complete and is qualified in its entirety by reference to the full text of the Agreement, which is attached hereto as Exhibit 10.1. 

Item 2.01

Completion of Acquisition or Disposition of Assets.

The information contained in Item 1.01 above is incorporated by reference herein.

Item 3.02

Unregistered Sales of Equity Securities

The information contained in Item 1.01 above is incorporated by reference herein.

On August 22, 2012, Universal privately issued 20,000,000 shares of its restricted common stock pursuant to the terms described in Item 1.01. The number of outstanding shares of common stock of Universal is now 36,127,426.

Universal relied on Section 4(2) of the Securities Act of 1933 as amended, since the transaction did not involve any public offering.  No underwriters were utilized and no commissions or fees were paid with respect to any of the above transactions.

Item 5.01

Changes in Control of Registrant

The information contained in Item 1.01 above is incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits

Exhibit No.

Description

10.1

Memorandum of Understanding dated August 22, 2012

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.

UNIVERSAL CAPITAL MANAGEMENT, INC.

By: /s/Michael D. Queen

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   Michael D. Queen, CEO

Dated: August 28, 2012