8-K 1 form8kucp.txt OMB APPROVAL OMB Number: 3235-0060 Expires: December 31, 2014 Estimated average burden hours per response........5.00 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) March 9, 2012 UNITED COMMUNICATIONS PARTNERS INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) Nevada 000-53530 Not applicable (State or other jurisdiction of incorporation)(Commission file Number)(IRS Employer Identification Number) Sveavagen 17, Box 3061, SE-103 61, Stockholm, Sweden SE- 103 61 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code +46 8660 7333 Not Applicable (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): [ ] 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 3.01(d). Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. See Item 8.01. Other Events. Item 8.01. Other Events. United Communications Partners Inc. ("UCP") announced today the Company intends to voluntarily file a Form 15 with the U.S. Securities and Exchange Commission (the "SEC") on or about March 12, 2012, to terminate the registration of its common stock and suspend its reporting obligations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company is eligible to terminated its registration by filing a Form 15 because it has fewer than 300 common stock shareholders of record at the beginning of its fiscal year. As a result of filing the Form 15, the Company will no longer be required to file reports under the Exchange Act, including quarterly reports on From 10-Q, annual reports on Form 10-K, and current reports on Form 8-K. The Company expects that deregistration will become effective 90 days after the filing of the Form 15 with the SEC. UCP's Board of Directors authorized the termination of registration of UCP's common stock after careful consideration of the advantages and disadvantages of being an SEC reporting company. The Board concluded that the consequences of remaining an SEC-reporting company, which included significant costs associated with regulatory compliance, outweighed the current benefits of remaining registered with the SEC. UCP's Board of Directors intends to consider possible future actions that would be in the best interests of UCP. On March 9, 2012, the Company issued a press release announcing the items described above. The full text of such press release is attached hereto as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1 Press release issued by the Company on March 9, 2012 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 hereunto duly authorized. UNITED COMMUNICATIONS PARTNERS INC. Dated: March 9, 2012 By: /s/ Niclas Froberg Name: Niclas Froberg Title: President and Chief Executive Officer Date UNITED COMMUNICATIONS PARTNERS INC. ANNOUNCES FILING OF FORM 15 TO END REPORTING OBLIGATIONS UNDER THE UNITED STATES SECURITIES EXCHANGE ACT OF 1934 Stockholm, Sweden, March 9, 2012 (GLOBE NEWSWIRE) - United Communications Partners, Inc. ("UCP") (OTCQB:UCPA) (http://www.ucpworld.com) announced today that the Company intends to voluntarily file a Form 15 with the Securities and Exchange Commission (the "SEC") on or about March 12, 2012, to terminate the registration of its common stock and suspend its reporting obligations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company is eligible to terminate its registration by filing a Form 15 because it has fewer than 300 common stock shareholders of record at the beginning of its fiscal year. As a result of filing the Form 15, the Company will no longer be required to file reports under the Exchange Act, including quarterly reports on Form 10-Q, annual reports on Form 10-K, and current reports on Form 8-K. The Company expects that deregistration will become effective 90 days after the filing of the Form 15 with the SEC. UCP's Board of Directors authorized the termination of registration of the UPC's common stock after careful consideration of the advantages and disadvantage of being an SEC reporting company. The Board concluded that the consequences of remaining an SEC-reporting company, which includes significant costs associated with regulatory compliance, outweighed the current benefits of remaining registered with the SEC. UCP's board of directors intends to consider possible future actions that would be in the best interests of UCP. ABOUT UNITED COMMUNICATIONS PARTNERS INC. UCP is a communications network with its subsidiaries and operational focus in Europe, notably in the Nordic region. FORWARD-LOOKING STATEMENTS This press release contains or may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "may," "future," "plan" or "planned," "will" or "should," "expected," "anticipates," "draft," "eventually," or "projected." You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that actual results may differ materially from those projected in the forward-looking statements; projected events in this press release may not occur due to unforeseen circumstance, various factors, and other risks identified in a company's annual report on Form 10-K and other filings made by such company. Contacts: United Communications Partners Inc. Carl Johan Grandinson Secretary/Director carljohan@ucpworld.com United Communications Partners Inc. Niclas Froberg CEO +46 735 050505 (cell) or +46 8 660 73 33 SEC 2069 (02-08) Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 193 4

December 19, 2011Date of Report (Date of earliest event reported)

UNITED COMMUNICATIONS PARTNERS INC.(Exact name of registrant as specified in its charter)

Nevada	000-53530	Not applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Sveavägen 17, Box 3061, SE-103 61, Stockholm, Sweden	SE-103 61
(Address of principal executive offices)	(Zip Code)

+46 8660 7333Registrant’s telephone number, including area code

Not applicable(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K 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 3.02 Unregistered Sales of Equity Securities.

We have completed the following sales of equity securities in transactions that have not been registered under the Securities Act of 1933, as amended (the “Act”) and that have not been reported on our previously filed periodic reports filed under the Securities Exchange Act of 1934 (the “Exchange Act”):

We issued the following shares of our common stock to the holder of convertible notes issued by us on May 27, 2010, which shares were issued in reliance of the exemption from the registration requirements under the Securities Act provided by Section 3(a)(9) of the Securities Act:

Date of Issuance	Number of Shares Issued
November 7, 2011	11,267,606
November 28, 2011	24,390,244
December 12, 2011	24,324,324
December 19, 2011	16,666,667

We issued the following shares of our common stock to the holder of convertible notes issued by us on May 6, 2011, which shares were issued in reliance of the exemption from the registration requirements under the Securities Act provided by Section 3(a)(9) of the Securities Act:

Date of Issuance	Number of Shares Issued
January 3, 2012	37,037,037
January 17, 2012	54,545,455

Item 8.01 – Other Events

Repayment Agreement

As previously disclosed, we obtained a loan from a private investor in the amount of $250,000 on March 15, 2010. The loan bears interest and was due one year from the date of issue. We have agreed with the lender to a repayment schedule for the outstanding balance of this loan whereby we will pay equal monthly payments of $13,889 starting December 12, 2011 (paid) and continuing thereafter on the first day each month until the balance of principal and accrued interest has not been repaid. If we default, then the lender may choose between (i) enforcing the claim through court action, and (ii) converting unpaid debt including interest back from March 15, 2010 to shares of our common stock at a 50% discount to the last three weeks average bid price of our shares.

- 2 -

Repayment of Secured Convertible Notes

As disclosed in our quarterly reports on Form 10-Q for the six months ended June 30, 2011 and for the nine months ended September 30, 2011, we issued an 8% secured convertible note of $40,000 on May 6, 2011. We repaid $18,000 of the principal amount of this secured convertible note in full on January 19, 2012. The balance of the convertible note was converted into shares of our common stock, as disclosed further above under Item 3.02 – Unregistered Sales of Equity Securities.

As disclosed in our Form 10-Q for the nine months ended September 30, 2011, we issued an 8% secured convertible note of $40,000 on August 4, 2011. We repaid this secured convertible note in full on January 19, 2012 and no shares of our common stock were issued in connection with any conversion of this convertible note.

_____________________________

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 hereunto duly authorized.

	UNITED COMMUNICATIONS PARTNERS INC.
Date: January 30, 2012	By:	/s/ Niclas Fröberg
	Name:	Niclas Fröberg
	Title:	President and CEO

- 3 -

Filing Compare · UNITED COMMUNICATIONS PARTNERS INC