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EX-31.1 - CERTIFICATION - UCP HOLDINGS, INC.pchn_10q30nov12x311.htm
EX-32.1 - CERTIFICATION - UCP HOLDINGS, INC.pchn_10q30nov12x321.htm



Washington, D.C. 20549






For the quarterly period ended November 30, 2012



Commission File No. 333-111652



(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)

187 East Warm Springs Road,

Suite B153, Las Vegas, NV




(Address of principal executive offices)   (Zip Code)


Registrant's telephone number: (702) 537-0246


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 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 S 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 S No £


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 Exchange Act. S


Large accelerated filer £   Accelerated filer £
Non-accelerated filer £   Smaller reporting company S


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No S


As of January 11, 2012, the Issuer had 38,000,000 shares of its Common Stock outstanding.





Part I -- Financial Information


Item 1. Financial Statements



(An exploration stage company)


Balance Sheets

(Expressed in U.S. Dollars)

   November 30, 2012  May 31, 2012
Cash and cash equivalents  $-  $-
 Prepaid expenses   —      17,975 
Total assets  $—     $17,975 
 Accounts payable and accrued liabilities  $8,530   $18 
Total liabilities   8,530    18 
Commitments and Contingencies   —      —   
Share capital          
Preferred stock, $0.0001 par value; 200,000,000 shares authorized;
no shares issued and outstanding
   —      —   
Common stock; $0.0001 par value; 800,000,000 shares authorized;
38,000,000 shares issued and outstanding
   3,800    3,800 
Additional paid-in capital   432,750    432,750 
(Deficit) accumulated during the exploration stage   (445,080)   (418,593)
Total stockholders' equity (deficit)   (8,530)   17,957 
Total liabilities and stockholders' equity (deficit)  $—     $17,975 

The accompanying notes are an integral part of these financial statements.




(An exploration stage company)


Statements of Operations


(Expressed in U.S. Dollars)

   March 18, 2003            
   (inception) to  Three months ended  Six months ended
   November 30, 2012  November 30, 2012  November 30, 2011  November 30, 2012  November 30, 2011
Revenue  $77   $—     $—      —      —   
Interest and bank charges   16,765    —      2,723    13    5,447 
Professional fees   170,938    6,500    2,000    21,975    10,662 
General and administrative expenses   8,368    —      —      —      439 
Consulting fee   158,279    —      —      4,485    12,205 
Transfer agent   8,250    —      158    —      385 
Website maintenance   2,019    —      0    —      —   
Impairment of mineral property   13,417    —      3619    —      3,619 
Write off of Website Development Costs   32,083    —      —      —      —   
Amortization of Website Development Costs   37,917    —      —      —      —   
Total expenses   (447,960)   6,500    8,500    26,473    32,757 
Other Income (Loss)                         
Foreign exchange gain (loss)   2,879    —      —      (14)   —   
Net comprehensive loss for the period  $(445,080)  $(6,500)  $(8,500)   (26,487)   (32,757)
(Loss) per share                         
 - basic and diluted       $(0.00)  $(0.00)   (0.00)   (0.00)
Weighted average number of                         
 common shares outstanding                         
 - basic and diluted        38,000,000    14,000,000    38,000,000    14,000,000 

The accompanying notes are an integral part of these financial statements.




(A development stage company)


Statements of Cash Flows


(Expressed in U.S. Dollars)

   Cumulative Amounts      
   March 18, 2003      
   (inception) to     Six months ended
   November 30, 2012  November 30, 2012  November 30, 2011
Cash flows from (used in) operating activities               
 (Loss) for the period  $(445,080)  $(26,487)  $(32,757)
Adjustment to reconcile (loss) to net cash used in operating activities:               
 -  amortization of website development costs   37,917    —      —   
 -  accrued interest expenses   —      —      5,400 
 -  write off of website development costs   32,083    —      —   
 -  impairment of mineral property   13,417    —      3,619 
Changes in assets and liabilities:               
 -  decrease in prepaid expenses   —      17,975    12,205 
 - increase in accounts payable and accrued liabilities   8,530    8,512    15,105 
Net cash used in operating activities   (353,133)   —      3,572 
Cash flows (used in) investing activities               
 Acquisition of mining properties   (13,417)   —      (3,619)
 Website development costs   (70,000)   —      —   
Net cash used in investing activities   (83,417)   —      (3,619)
Cash flows from (used in) financing activities               
 Repayment of notes payable   (56,500)   —      —   
 Proceeds from issuance of promissory note   56,500    —      —   
 Proceeds from issuance of common stock   436,550    —      —   
Net cash flows provided by financing activities   436,550    —      —   
Decrease in cash and cash equivalents   —      —      (47)
Cash and cash equivalents, beginning of period   —      —      350 
Cash and cash equivalents, end of period  $—     $—     $303 

The accompanying notes are an integral part of these financial statements.



1. Basis of Presentation


The Company, formerly known as, Inc. was formed on March 18, 2003 under the laws of the State of Nevada. The Company was in the business of operating an internet portal facilitating business with China. On May 13, 2010, the Company changed its name to Northridge Ventures Inc. The Company is presently engaged in the acquisition and exploration of mining properties and is considered an exploration stage company as defined in FASB Accounting Standards Codification (“ASC”) 915.


The accompanying unaudited interim financial statements of the registrant have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the registrant’s audited 2012 annual financial statements and notes thereto. In the opinion of management, all adjustments consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosure required in the registrant’s 2012 annual financial statements have been omitted.


2. Going Concern


The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Since inception, the registrant has incurred losses of $445,080. In addition, the registrant generated negative cash flows from operations during the three months ended November 30, 2012. These factors, among others, raise substantial doubt about the registrant’s ability to continue as a going concern for a reasonable period of time.


If necessary, the registrant will pursue additional equity and/or debt financing while managing cash flows from operations in an effort to provide funds to meet its obligations on a timely basis and to support future business development.


The consolidated financial statements do not contain any adjustments to reflect the possible future effects on the classification of assets or the amounts and classification of liabilities that may result should the registrant be unable to continue as a going concern.


3. Mineral Property


On October 8, 2010, the Company acquired a 100% interest in two non-contiguous mineral exploration licenses (license numbers 018059M and 018061M) comprising 19 claims located along southeastern coastal Labrador, approximately 13 kilometers northeast of the community of Charlottetown in Labrador, Canada, having a total area of 475 hectares (1,174 acres). The closing of the acquisition took place on December 17, 2010. The Company paid the agreed-upon amount of $9,883 (CAD$10,000) to the seller of the mineral licenses, who is the son of the Company’s majority stockholder. During the years ended May 31, 2012 and 2011, the Company wrote off the carrying cost of its mineral property interest of $3,619 and $9,798, respectively, as a result of an impairment assessment.


4. Related Party Transactions


During the three months ended November 30, 2012, an affiliate of the registrant paid $2,013on behalf of the registrant in satisfaction of accounts payable. The amount remains owing and is due and payable on demand to the affiliate.



Item 2. Management's Discussion and Analysis or Plan of Operations




Some of the statements in this Form 10-Q, including some statements in “Management’s Discussion and Analysis and Results of Operations” are forward-looking statements about what may happen in the future. They include statements regarding our current beliefs, goals, and expectations about matters such as our expected financial position and operating results, our business strategy, and our financing plans. These statements can sometimes be identified by our use of forward-looking words such as “anticipate,” “estimate,” “expect,” “intend,” “may,” “will,” and similar expressions. We cannot guarantee that our forward-looking statements will turn out to be correct or that our beliefs and goals will not change. Our actual results could be very different from and worse than our expectations for various reasons. You are urged to carefully consider these factors, as well as other information contained in this Form 10-Q and in our other periodic reports and documents filed with the United States Securities and Exchange Commission (“SEC”).


In our Form 10-K filed with the SEC for the year ended May 31, 2012 and in the footnotes to the unaudited financial statements, included elsewhere in this Report, we have identified critical accounting policies and estimates for our business.




Our business is in the early stages of development. We have not generated any significant revenue since the date of inception, but have suffered recurring losses and net cash outflows from operations. We expect to continue to incur substantial losses to implement our business plan until we obtain an interest in a property, find mineralized material, delineate an ore body, and begin profitably removing and selling minerals. We have no proven or probable mineral reserves, and there is no assurance that any mineral claims that we now have or may acquire in the future will contain commercially exploitable reserves of valuable minerals.


To date, our activities have been financed from the proceeds of share subscriptions and loans from management and non-affiliated third parties. We have not established any other source of equity or debt financing and there can be no assurance that we will be able to obtain sufficient funds to implement our business plan. As a result of the foregoing, our auditors have expressed substantial doubt about our ability to continue as a going concern. If we cannot continue as a going concern, then our investors may lose all of their investment.


Results of Operations


We have not earned any meaningful revenue since inception on March 18, 2003. We do not anticipate earning revenue until such time as we have entered into commercial production of our mineral property. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable reserves of valuable minerals on our mineral property, or that if such resources are discovered that we will commercially produce them.


We posted an operating loss of $6,500 for the three months ended November 30, 2012, due entirely to accounting fees. This was a decrease from our operating loss of $8,500 for the same period in the previous fiscal year.


Liquidity and Capital Resources


As of November 30, 2012, we had no assets. This is a decrease from $17,975 in total assets as of May 31, 2012. The decrease was primarily attributable to the earn-out of prepaid professional fees and geological consulting fees.



As of November 30, 2012, our total liabilities increased to $8,530 from $18 as of May 31, 2012. This increase primarily resulted from trade debt.


We do not presently have sufficient working capital and therefore will need to obtain financing to sustain our present level of operations for the next 12 months, or to acquire additional mineral properties or to commission the preparation of a technical report on our current mineral property.




We do not have any commitments that are required to be disclosed in tabular form as of November 30, 2012.


Off-Balance Sheet Arrangements


As of November 30, 2012, we have no off-balance sheet arrangements such as guarantees, retained or contingent interest in assets transferred, obligation under a derivative instrument and obligation arising out of or a variable interest in an unconsolidated entity.


Item 4. Controls and Procedures


As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by the quarterly report, being November 30, 2012, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's president. Based upon that evaluation, our company's president concluded that our company's disclosure controls and procedures are not effective as at the end of the period covered by this report. There have been no significant changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.


Disclosure controls and procedures and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our president and secretary as appropriate, to allow timely decisions regarding required disclosure.


Part II. Other Information


Item 6. Exhibits


(a) Exhibit



  31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  101.INS* XBRL Instance Document.
  101.SCH* XBRL Taxonomy Extension Schema Document.
  101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document.
  101.LAB* XBRL Taxonomy Extension Label Linkbase Document.
  101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document.
  101.DEF* XBRL Taxonomy Extension Definition Linkbase Document.

*Filed with this report in accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.





In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.







Date: January 11, 2013




By: /s/ Andrew Grundman

Andrew Grundman

Chief Executive Officer, President,

Chief Financial Officer and

Principal Accounting Officer