Universal Capital Management, Inc. (Form: 8-K, Received: 11/12/2014 16:57:52)

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 12, 2014

Universal Capital Management, Inc.

(Exact name of registrant as specified in its charter)


Delaware	00-51132	20-1568059
(State or other jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)



2601 Annand Drive, Suite 16, Wilmington, DE	19808
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code : (774) 213-1995

(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 the 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 under the Exchange Act (17 CFR 240.14a-12)

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 12, 2014 Universal Capital Management, Inc. (the “ Company ”) filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to change its name to Major League Football, Inc. The Certificate of Amendment will become effective at 5:00 p.m. EST on November 24, 2014.

The name change was effected by the Company’s Board of Directors pursuant to Section 242 of the General Corporation Law of the State of Delaware. Stockholder approval was not required.

A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this report and is incorporated herein by reference.

The Company will continue to trade under the ticker symbol “MLFB.” Outstanding stock certificates representing shares of common stock of the Company will continue to be valid and need not be exchanged in connection with the name change.

Item 9.01 Financial Statements and Exhibits

Exhibit No.

Description

3.1

Certificate of Amendment to Certificate of Incorporation

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
	Michael D. Queen, Executive V.P.

Dated: November 12, 2014

EXHIBIT 3.1

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:55AM 11/12/2014

FILED 10:55AM 11/12/2014

SRV 141398043-3830078 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF INCORPORATION

Universal Capital Management, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

First : That the name of this corporation (the " Corporation ") is Universal Capital Management, Inc.

Second: That the certificate of incorporation of the Corporation was originally filed with the Delaware Secretary of State on August 16, 2004 (the " Certificate of Incorporation ").

Third: The Board of Directors of the Corporation, by unanimous written consent pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, duly adopted the following amendments to the Certificate of Incorporation:

Fourth: That Article FIRST of the Certificate of Incorporation is amended to read in its entirety as follows:

First : That the name of this corporation (the " Corporation ") is Major League Football, Inc.

Fifth : This Certificate of Amendment to the Certificate of Incorporation of the Corporation shall become effective on November 24, 2014 at 5:00 pm Eastern Time.

Sixth : That said amendments to the Certificate of Incorporation were duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF , the undersigned has executed this Certificate as of the 12th day of November, 2014.


	UNIVERSAL CAPITAL MANAGEMENT, INC.


	By:	/s/ Michael D. Queen
		Michael D. Queen,
		Executive Vice President