Attached files
file | filename |
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EX-31.1 - CERTIFICATION - UCP HOLDINGS, INC. | pchn10ka_31may11x311.htm |
EX-32.1 - CERTIFICATION - UCP HOLDINGS, INC. | pchn10ka_31may11x321.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended May 31, 2011
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file # 333-111652
NORTHRIDGE VENTURES INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada | 98-0449083 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification number) |
2325 Hurontario Street
Suite 204
Mississauga, Ontario L5A 4K4
(Address of principal executive offices)
Registrant's telephone number: (647) 918-4955
Securities registered under Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company in Rule 12b-2 of the Act:
Large Accelerated Filer | ¨ | Accelerated Filer | ¨ |
Non-accelerated Filer | ¨ | Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The aggregate market value of the Registrant’s Common Stock, computed by reference to the average bid and asked price of the Common Stock, as of November 30, 2010 was $17,500.
As of August 19, 2011, the Issuer had 14,000,000 shares of Common Stock outstanding.
EXPLANATORY NOTE
The purpose of this amendment to the Company’s Annual Report on Form 10-K/A for the period ended May 31, 2011, as filed with the Securities and Exchange Commission on September 12, 2011 (the “Form 10-K”), is solely to correct the indication that the registrant is a shell company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, which was indicted in the original filing in error. No other changes have been made to the Form 10-K. This amendment to the Form 10-K continues to speak as of the original filing date and does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K filing.
PART IV
ITEM 13. EXHIBITS
Exhibit | Title |
3.1 | Amended and Restated Articles of Incorporation, Northridge Ventures Inc.(1) |
3.2 | Amended and Restated Bylaws, Northridge Ventures Inc.(2) |
14.1 | Code of Ethics for Senior Financial Officers, Northridge Ventures Inc.(1) |
31.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1 | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
99.1 | Map of the location of the Paradise River Property(3) |
(1) Previously included as an exhibit to the Form 10-K filed August 13, 2010.
(2) Previously included as an exhibit to the Form 8-K filed October 12, 2010.
(3) Previously included as an exhibit to the Registration Statement on Form S-1 filed March 18, 2011.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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NORTHRIDGE VENTURES INC.
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Date: April 12, 2012
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By: /s/ Caroline Rechia Caroline Rechia Chief Executive Officer, President, Chief Financial Officer and Principal Accounting Officer |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
SIGNATURE | TITLE | DATE |
/s/ Caroline Rechia Caroline Rechia |
Chief Executive Officer, President, Chief Financial Officer, Principal Accounting Officer & a director |
April 12, 2012 |