UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT~~ ~~TO SECTION 13 OR 15(D) OF THE~~PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~September 12~~ November 17, 2013

UMAX ~~GROUP~~Group ~~CORP~~Corp.

~~--------------------------------------------------------------~~(Exact Name of Registrant as Specified in Its Charter)

(Exact name of Registrant as specified in its charter)

Nevada

~~---------------------------------~~(State or Other Jurisdiction of Incorporation)

(State or other jurisdiction of incorporation)

333-174334		99-0364796
(Commission File Number)		(IRS Employer Identification No.)

3923 West 6 ^thStreet Ste. 312
Los Angeles, California		90020
(Address of Principal Executive Offices)		(Zip Code)

333-174334

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(Commission File Number)

99-0364796

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(IRS Employer Identification No.)

3923 West 6th Street Ste. 312

Los Angeles, CA 90020

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(Address of principal executive offices)

(213) 381-6627

~~-----------------------------------------------------------------~~(Registrant’s Telephone Number, Including Area Code)

(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~~Item 31.01 -Entry ~~Securities~~into ~~and~~a ~~Trading Markets~~Material Definitive Agreement.

~~Item~~On 3November 11, 2013, Umax Group Corp.02, ~~Unregistered~~a ~~Sales~~Nevada corporation (the “Company”), entered an exclusive marketing and distribution agreement with Dr. Peter Vash, M.D., M.P.H., F.A.C.E. to provide the production, distribution and marketing of ~~Equity~~products ~~Securities~~and the day to day operations and business management for his product line including Lipoblok, A Matter of Fat, “Lose it and Keep it off” book and the new DAE 30 day meal plan. Dr. Vash is a board certified internist and a Certified Obesity Specialist. Dr. Vash has a private practice in Century City working with overweight and obese patients. He has lectured extensively nationally and internationally on the treatment and medical management of overweight and obese patients.

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 amendedDr. ~~The shares are “restricted securities” as~~ ~~defined~~Vash byhas ~~Rule~~specialized ~~144 of the Act, and cannot be negotiated~~ in ~~the~~helping ~~market~~his ~~for~~patients ~~a period~~achieve ~~of one year after the Company is no longer defined as a “shell” under Rule 12b-2 of the Securities Exchange Act of 1934~~safe, ~~as amended. The offering was made at a per share price of $2.00 per restricted share~~significant, ~~representing an~~ ~~investment~~sustainable ~~into~~weight ~~the~~loss 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~~over in30 ~~general corporate purposes and in implementing our plan of operations~~years.

~~Section 5 - Corporate Governance and Management~~2

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

OnPursuant ~~September~~to ~~13, 2013, we entered into a term sheet agreement for~~ the ~~engagement~~requirements of athe ~~new~~Securities ~~Chief~~Exchange ~~Executive~~Act ~~Officer (CEO). The Board~~ of ~~Directors has appointed Gerald Edick, of Corona Del Mar, California for a period~~ ~~of six months~~1934, ~~renewable~~as ~~for an additional six months~~amended, ~~after which~~ the ~~plan~~registrant ~~is to~~has ~~engage~~duly ~~Mr.~~caused Edick permanently. The two terms are intended to provide review periods for performance based terms and incentives in the Agreement. The Agreement calls for monthly compensation along with equity and cash performance incentives based upon attaining certain gross sales thresholds for our products. We believe that this ~~agreement~~report ~~gives the Company a very favorable opportunity~~ to ~~utilize~~be ~~the~~signed ~~skills and contacts of Mr. Edick, who has agreed to~~on ~~incentive~~its ~~compensation~~behalf ~~hurdles~~by 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~~undersigned ashereunto ~~UMAX~~duly ~~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~~authorized.

Mr. Edick will be responsible for implementing UMAX’s marketing and advertising campaigns, which include radio and internet based marketing programs and will bring new celebrity product endorsements and promotional campaigns to UMAX, as well as negotiate our rollout of new procurement and distribution plans for the growing UMAX product line of nutritional and enhancement supplements. In his career, Mr. Edick has focused on product and brand development. Mr. Edick brings over Twenty Five years’ experience in senior management, finance and brand development and we are confident his experience with utilizing print, radio, infomercial, and internet advertising and marketing will be a great benefit to UMAX. Mr. Edick is the original creator of Genius products, and Baby Genius’ product line, a household name for new and expectant mothers, and we believe his prior experience in public company management and operations will be an invaluable addition to the Company. Mr. Edick is the added ingredient necessary for a powerful management and operations team, and we are proud to bring him onboard.

	Umax Group Corp.


Date: November 18, 2013	By:	/s/ Michelle Mercier
		Chief Financial Officer and Director

Our current executive and Director, Michelle Mercier, remains in her prior executive positions of Treasurer, President and Chief Financial Officer of Umax Group, Corp., and she remains our sole director until Mr. Edick is appointed to a directorship position.3

Section 8 - Other Events

Item 8.01 Other Events.

As of September 13, 2013, under the auspices of new management, UMAX Group Corp., has successfully relocated its operations to the Los Angeles metropolitan area in southern California, for the purpose of implementing our nutritional supplement and enhancement products business. The relocation of the business required entering into a new lease agreement which was negotiated under standard terms and in the normal course of business.

We are currently negotiating to acquire 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 have successfully changed our focus to our new business plan and have already commenced operations and received revenues therefrom.

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/ Michelle Mercier

Name: Michelle Mercier

Title: President and Chief Financial Officer, Sole Director

Date: September 15, 2013

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