UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): ~~July~~September 1512, 2013

UMAX GROUP CORP.

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(Exact name of Registrant as specified in its charter)

Nevada

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(State or other jurisdiction of incorporation)

333-174334

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(Commission File Number)

99-0364796

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(IRS Employer Identification No.)

~~Stawisinskiego~~3923 West ~~4G/78~~6th Street Ste. 312

~~Torun~~Los Angeles, ~~87-100,~~CA ~~Poland~~90020

Phone: + 48 601 212 388

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(Address of principal executive offices)

48(213) 381-~~601-212-388~~6627

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(Registrant's Telephone Number, Including Area Code)

(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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 3 - Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities.

On or about, September 10, 2013, we sold a total of 100,000 shares of our restricted common stock pursuant to an exemption from registration under Rule 506 and Rule 144, promulgated under Section 5 of the Securities Act of 1933, as amended. The shares are “restricted securities” as defined by Rule 144 of the Act, and cannot be negotiated in the market for a period of one year after the Company is no longer defined as a “shell” under Rule 12b-2 of the Securities Exchange Act of 1934, as amended. The offering was made at a per share price of $2.00 per restricted share, representing an investment into the Company of $200,000.00 by two non-affiliate accredited investors. The share offering will not increase the issued and outstanding shares of the Company as the offering is being offset by the return to treasury of a like number of shares from a prior control person, thus, the offering will not result in any additional free trading shares being introduced into the float and no new shares will be added to our issued and outstanding share total. We may extend our offering to an additional $800,000.00 under the same terms and conditions as the present offering (400,000 restricted shares at $2.00 per share). We undertook this offering as a direct private placement of securities by the Company and we did not engage a placement agent and no commissions or other fees are being paid in connection with the offering. Thus, we will retain all of the proceeds of the offering for use in general corporate purposes and in implementing our plan of operations.

Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~July~~September 1513, 2013, ~~concurrent~~we ~~with~~entered ~~the~~into ~~acceptance~~a ofterm sheet agreement for the ~~appointment~~engagement of ~~the~~a new ~~executive~~Chief ~~officer,~~Executive ~~our~~Officer ~~current~~(CEO). The ~~executive~~Board of Directors has appointed Gerald Edick, ~~Rafal~~of ~~Lewandowski~~Corona ~~resigned~~Del ~~from~~Mar, ~~the~~California ~~executive~~for ~~positions~~a period of ~~Treasurer~~six months, ~~President~~renewable for an additional six months, ~~Chief~~after ~~Executive~~which ~~Officer~~the plan is to engage Mr. Edick permanently. The two terms are intended to provide review periods for performance based terms and ~~Chief~~incentives ~~Financial~~in ~~Officer~~the ofAgreement. The Agreement ~~Umax~~calls ~~Group,~~for ~~Corp~~monthly compensation along with equity and cash performance incentives based upon attaining certain gross sales thresholds for our products. We (believe that this agreement gives the “Company”) a very favorable opportunity to utilize the skills and contacts of Mr. Edick, who has agreed to incentive compensation hurdles as a major component of his employment compensation. This agreement tells us Mr. Edick is serious about reaching significant sales and revenues goals and that he is confident in his abilities – because he has set in place review periods and performance triggers which will prove his skills. Mr. Edick will take over the reigns as UMAX CEO on September 15, 2013, when he will add his marketing and entrepreneurial experience, along with his extensive business contacts, to our new UMAX plan of operations.

~~Rafal~~Mr. ~~Lewandowski~~Edick will be responsible for implementing UMAX’s ~~resignation~~marketing ~~from~~and advertising ~~the~~campaigns, ~~Company~~which asinclude anradio ~~executive~~and ~~officer~~internet ~~was~~based ~~not~~marketing programs ~~the~~and ~~result~~will bring new celebrity product endorsements and promotional campaigns to UMAX, as well as negotiate our rollout of ~~any~~new ~~disagreements~~procurement ~~with~~and distribution plans for the ~~Company~~growing onUMAX ~~any~~product ~~matter~~line ~~relating~~of tonutritional ~~the~~and enhancement ~~Company's~~supplements. In ~~operations~~his career, ~~policies~~Mr. Edick orhas ~~practices~~focused on product and brand development. ~~Lewandowski~~Mr. ~~has~~Edick ~~decided~~brings toover ~~pursue~~Twenty Five ~~other~~years’ ~~business~~experience ~~opportunities~~in senior management, finance and ~~has~~brand ~~agreed~~development ~~that~~and we ~~new~~are ~~management~~confident ~~should~~his ~~guide~~experience with utilizing print, radio, infomercial, and internet advertising and marketing will be a great benefit to UMAX. Mr. Edick is the ~~Company~~original creator of Genius products, and Baby Genius’s ~~business~~product ~~from~~line, ~~this~~a household ~~point~~name ~~forward~~for new and ~~that~~expectant ~~our~~mothers, ~~newly~~and ~~appointed~~we ~~executive~~believe ~~officer~~his ~~and~~prior ~~director~~experience ~~should~~in ~~implement~~public ~~our~~company ~~plan~~management ofand operations ~~consistent~~will ~~with~~be an invaluable addition to the ~~vision~~Company. Mr. ofEdick ~~our~~is ~~new~~the ~~Chief~~added ~~Executive~~ingredient necessary for a powerful management and operations team, ~~Michelle~~and ~~Mercier.~~we are proud to bring him onboard.

OnOur ~~July~~current ~~15,~~executive ~~2013,~~and ~~concurrent with the acceptance of the appointment of the new secretary~~Director, ~~our~~Michelle ~~current secretary~~Mercier, ~~Ekaterina~~remains ~~Goldfinger~~in ~~resigned~~her asprior ~~secretary~~executive positions of ~~the~~Treasurer, ~~Company. Ekaterina~~President ~~Goldfinger’s~~and ~~resignation~~Chief ~~from~~Financial ~~the~~Officer ~~Company as secretary was not the result~~ of ~~any~~Umax ~~disagreements with the Company on any matter relating to the Company's operations~~Group, ~~policies or practices~~Corp. We, ~~have no disagreements with any outgoing executives~~ and ~~all~~she ~~departures~~remains ~~have~~our ~~been~~sole ~~agreed~~director ~~upon~~until ~~with~~Mr. noEdick ~~liabilities~~is orappointed ~~obligations~~ to ~~those~~a ~~departing~~directorship ~~the business~~position.

On July 15, 2013, concurrent with the acceptance of the appointment of the new director and Chairman of the Board, our current director, Rafal Lewandowski resigned as director of the Company. As stated previously, Lewandowski has decided to pursue other business opportunities and has agreed that new management should guide the Company’s business from this point forward and that our newly appointed executive officer and director should implement our plan of operations consistent with the vision of our new Chief Executive, Michelle Mercier.

On July 15, 2013, the Board, in its final corporate action, appointed Mrs. Michelle Mercier to replace Rafal Lewnadowski as the Company’s sole Director until the next annual meeting or special meeting convened for the purpose of electing directors or until such time as Mrs. Mercier is replaced by a successor.

Concurrent with the resignation of current management and pursuant to its final corporate action, the Board appointed Mrs. Mercier to fill the positions of Chief Executive Officer (“CEO”), Chief Financial Officer ("CFO"), Corporate Treasurer, Corporate Secretary, and Principal Accounting Offer of the Company. . As the sole director and officer of the Company, Mrs. Mercier will have the power to appoint additional directors and to control and operate the Company, including implementation of a revised plan of operations, based on the nutritional supplement and health supplement products retail sales model. Mrs. Mercier intends to redirect the Company’s business model and to change the corporate situs with a new base of operations in southern California, United States.

Prior to Mrs. Mercier’s election to the Board and appointment as the CEO, she has worked towards implementing a change in the corporate business and acquisition of an operational and controlling interest. Mrs. Mercier has experience in marketing and sales and has been involved in retail sales of nutritional supplements since 2012, and brings a new vision to the Company which will be implemented over the following year.

Section 8 - Other Events

Item 8.01 Other Events.

OnAs ~~July~~of 15September 13, 2013, under the auspices of new management, UMAX Group Corp., has ~~arranged~~successfully torelocated ~~relocate~~ its operations to the Los Angeles metropolitan area in southern California, for the purpose of implementing our ~~revised~~nutritional ~~plan~~supplement ~~of operations~~ and ~~undertaking~~enhancement aproducts ~~new direction in our corporate existence~~business. The relocation of the business ~~will~~required ~~require~~entering ~~us to enter~~ into a new ~~sub-~~lease agreement, which iswas ~~currently being~~ negotiated, ~~and~~under tostandard ~~acquire~~terms ~~certain business assets~~ and ~~trademarks, along with proprietary formulas, which we intend to utilize~~ in our new operations. The Company does not intend to engage in or to undertake a reverse merger transaction and does not intend to acquire a going concern business. Rather, we will change our focus to our new business plan and eventually dispose of or liquidate any assets or value associated with the ~~current~~normal ~~operations. This~~course ~~8-K filing will be supplemented by a filing~~ of ~~Form ID with the Securities and Exchange Commission which will update our corporate address and contact information and which will change our Standard Industrial Classification Code (“SIC”)~~business. ~~Our SEC file number will not change and we will operate under the current name of UMAX Group, Corp.~~

AsWe ~~part~~are ofcurrently ~~its~~negotiating ~~new~~to ~~plan~~acquire ofcertain ~~operations~~business assets and trademarks, ~~the~~along with proprietary formulas, which we intend to utilize in our new operations. The Company ~~has~~does ~~acquired~~not intend to engage in or to undertake a reverse merger transaction and isdoes ~~developing~~not intend to acquire a ~~corporate~~going ~~website~~concern ~~which~~business. Rather, ~~can~~we behave ~~viewed~~successfully ~~at:~~changed ~~www~~our focus to our new business plan and have already commenced operations and received revenues therefrom.~~umaxnutrition.com.~~

Concurrent with our most recent quarterly periodic filing with the SEC for the fiscal period ending July 31, 2013, we have filed a change of address with the Securities and Exchange Commission which updated our corporate address and contact information and we have changed our Standard Industrial Classification Code (“SIC”) to reflect our nutritional supplement business operations. Our SEC file number has not changed and we will continue to operate under the name of UMAX Group, Corp., and we currently operate under the trade name (d/b/a) of UMAX Nutrition.

Our corporate website can be viewed at: www.umaxnutrition.com.

SIGNATURE

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.

UMAX GROUP CORP.

By: /s/ Rafal Lewandowski

Name: Rafal Lewandowski

Title: President and Chief Executive Officer and Chief Financial Officer (outgoing)

By: /s/ Michelle Mercier

Name: Michelle Mercier

Title: President and Chief Financial Officer, Sole Director

Date: ~~July~~September 15, 2013

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