UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended November 30, 2013
	OR
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ____________ to __________

 

Commission File Number 000-52239

 

UCP Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada		98-0449083
State or other jurisdiction of		(I.R.S. Employer
incorporation or organization		Identification No.)

 

14 Wall Street, 20th Floor

New York, NY 10005

(Address of principal executive offices) (Zip Code)

 

(212) 618-1312

Registrant’s telephone number, including area code

 

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   x Yes   ¨   No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

	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

 

Number of shares outstanding of registrant’s class of common stock, par value $0.0001 (the “Common Stock”) 76,000,000 as of January 12, 2014.

  

 

UCP Holdings, Inc.

(A Development Stage Company)

 

Table of Contents

 

	Page
PART I
FINANCIAL INFORMATION
ITEM 1. Financial Statements	3-9
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk	11
ITEM 4. Controls and Procedures	11
PART II
OTHER INFORMATION
ITEM 1. Legal Proceedings	12
ITEM 1A. Risk Factors	12
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	12
ITEM 3. Defaults Upon Senior Securities	12
ITEM 4. Mine Safety Disclosures	12
ITEM 5. Other Information	12
ITEM 6. Exhibits	13
Signatures	14

 

  

UCP Holdings, Inc.

(A Development Stage Company)

 

Balance Sheets

 

		November 30, 2013				May 31, 2013
		(Unaudited)
ASSETS
Current
Cash		$	24,568			$	-
Total current assets			24,568				-
		$	24,568			$	-
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Current
Accounts payable and accrued liabilities		$	49,397			$	25,030
Due to related party - Universe Capital Partners			4,024				-
Total current liabilities			53,421				25,030
STOCKHOLDERS’ DEFICIT
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; 39,500,000  and 38,000,000 shares issued and outstanding as of November 30, 2013 and May 31, 2013, respectively			3,950				3,800
Additional paid-in capital			3,499,164				432,750
Deficit accumulated during the development stage			(3,531,967	)			(461,580	)
Total stockholders' deficit			(28,853	)			(25,030	)
Total liabilities and stockholders' deficit		$	24,568			$	-

 

See the accompanying notes to the unaudited interim financial statements

 

 

UCP Holdings, Inc.

(A Development Stage Company)

 

Statements of Operations

(unaudited)

 

		For the three months ended November 30,								For the six months ended November 30,								Cumulative March 18, 2003 (inception) to
		2013				2012				2013				2012				November 30, 2013
Revenue		$	-			$	-			$	-			$	-			$	77
Expenses
Interest and bank charges			1,185				-				1,319				13				18,084
Professional fees			171,633				6,500				218,446				21,975				405,884
Stock based compensation			2,731,250								2,731,250				-				2,731,250
General and administrative expenses			20,405				-				31,987				-				40,355
Consulting expense			40,680				-				40,680				4,485				198,959
Transfer agent and filing fees			17,163				-				17,163				-				25,413
Website maintenance			-				-				-				-				2,019
Impairment of mineral property			-				-				-				-				13,417
Write off of Website Development Costs			-				-				-				-				32,083
Amortization of Website Development Costs			-				-				-				-				37,917
Total expenses			2,982,316				6,500				3,040,845				26,473				3,505,381
Operating loss			(2,982,316	)			(6,500	)			(3,040,845	)			(26,473	)			(3,505,304	)
Other loss
Loss on investments			(1,668	)			-				(29,542	)			-				(29,542	)
Foreign exchange gain (loss)			-				-				-				(14	)			2,879
Net loss for the period		$	(2,983,984	)		$	(6,500	)		$	(3,070,387	)		$	(26,487	)		$	(3,531,967	)
Basic and diluted loss per share		$	(0.08	)		$	(0.00	)		$	(0.08	)		$	(0.00	)
Weighted average number of common shares outstanding - basic and diluted			39,500,000				38,000,000				38,909,836				38,000,000

 

See the accompanying notes to the unaudited interim financial statements

 

 

UCP Holdings, Inc.

(A Development Stage Company)

 

Statements of Cash Flows

(unaudited)

 

										Cumulative Amounts
		Six Months Ended November 30,								March 18, 2003 (inception)
		2013				2012				to November 30, 2013
Cash flows from operating activities
Net Loss for the period		$	(3,070,387	)		$	(26,487	)		$	(3,531,967	)
Adjustment to reconcile loss to net cash used in operating activities:
Realized loss on investments			29,542				-				29,542
Stock based compensation			2,731,250				-				2,731,250
Amortization of website development costs			-				-				37,917
Write off of website development costs			-				-				32,083
Impairment of mineral property			-				-				13,417
(Increase) decrease in operating assets:
Prepaid expenses			-				17,975				-
Accounts payable and accrued liabilities			24,367				8,512				49,397
Due to related party - Universe Capital Partners			4,024				-				4,024
Net cash used in operating activities			(281,204	)			-				(634,337	)
Cash flows from investing activities
Acquisition of mining properties			-				-				(13,417	)
Proceeds from sale of investments, net of commissions			305,772				-				305,772
Website development costs			-				-				(70,000	)
Net cash provided by investing activities			305,772				-				222,355
Cash flows from 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 provided by financing activities			-				-				436,550
Increase in cash			24,568				-				24,568
Cash, beginning of period			-				-				-
Cash, end of period		$	24,568			$	-			$	24,568
Supplemental schedule of non-cash financing activities
Issuance of 1,500,000 common shares exchanged for the receipt of investment in 700,000 Cosmos common shares		$	335,314			$	-			$	335,314

 

See the accompanying notes to the unaudited interim financial statements

 

 

UCP Holdings, Inc.

(A Development Stage Company)

 

1.

Basis of Presentation and Company Overview

 

On June 5, 2013, pursuant to a securities purchase agreement between Universe Capital Partners, LLC and the selling shareholders named therein, Universe Capital Partners LLC (“UCP”) purchased 37,650,000 shares of common stock of the Company, representing 99.1% of the outstanding shares of the Company’s common stock, for a purchase price of $238,000, resulting in a change in control of the Company. In connection with the change of control, UCP Holdings, Inc. changed its business plan from the acquisition and exploration of mining properties to a holding company that will invest in a broad range of asset classes.  Effective June 24, 2013, UCP Holdings, Inc. (formerly known as Northridge Ventures Inc.) (the “Company”) filed Articles of Merger with the Secretary of State of Nevada, pursuant to which the Company’s wholly-owned subsidiary, UCP Holdings, Inc. (formed solely for the purpose of effecting a change in the name of the Company), merged into the Company and the Company changed its name from Northridge Ventures Inc. to UCP Holdings, Inc.

 

The Company’s primary objective is positioning itself as an investment firm with sustainable and steady growth, and a unique, competitive investment approach, including with respect to both public and private equity, and diversified capabilities.

 

On August 12, 2013, the Company entered into and closed a share exchange agreement (the “Exchange Agreement”) with Sinan Bilgin (the “Shareholder”). Pursuant to the Exchange Agreement, the Shareholder transferred to the Company 700,000 shares of common stock of Cosmos Yatirim Ortakligi A.S. (“Cosmos”), representing approximately 11.67% of the outstanding shares of Cosmos, in exchange for 1,500,000 newly issued shares of the Company’s common stock. Cosmos is an investment company based in Istanbul, Turkey that invests in a variety of security types in Turkey. Cosmos is traded on the Turkish Stock Exchange.

 

During the period of September 18, 2013 through November 25, 2013, the Company sold all of its holdings of the common stock of Cosmos Yatirim Ortakligi A.S. (“Cosmos”) so as to avoid being an inadvertent investment company. The Company completed the disposition of such assets on November 25, 2013 and received a total net proceeds of $305,772 from such sales.

 

On October 10, 2013, Russell Covrarrubia resigned as President and Chief Executive Officer of the Company, and Nicholas John Lethbridge King was elected President and Chief Executive Office of the Company.

 

The accompanying unaudited condensed interim financial statements should be read in conjunction with the financial statements included in our Annual Report on Form 10-K for the year ended May 31, 2013. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). All normal recurring adjustments which are necessary for the fair presentation of the results for the interim periods are reflected herein. Operating results for the three and six month periods ended November 30, 2013 and 2012 are not necessarily indicative of results to be expected for a full year.

 

2.

Going Concern and Management's Plans

 

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. In addition, as of November 30, 2013, the Company had an accumulated deficit of $3,531,967, had incurred a net loss for the six months ended November 30, 2013 of $3,070,387. The Company had cash of $24,568 as of November 30, 2013 compared to $0 assets for the year ended May 31, 2013. The Company has not generated positive cash flows from operations since inception. 

 

There can be no assurance that the Company’s future cash flow will be sufficient to meet its obligations and commitments. If the Company is unable to generate sufficient cash flow from operations in the future to service its commitments the Company will be required to seek alternatives, such as seeking to raise debt or equity capital, curtailing its planned activities or ceasing its operations. There can be no assurance that any such actions could be effected on a timely basis or on satisfactory terms or at all, or that these actions would enable the Company to continue to satisfy its capital requirements.

 

The Company’s core business strategy is to leverage its proprietary resources with the objective of generating both current income and capital appreciation by deploying capital pursuant to its strategies, which include direct equity investments, including in the form of buy-outs, leveraged buy-out, mergers and acquisitions, bank loans and high yield securities, natural resources, special situations, mezzanine, commercial real estate and private equity holdings.

 

 

UCP Holdings, Inc.

(A Development Stage Company)

 

The Company’s holdings across these strategies may primarily consist of investment grade and liquid asset acquisitions, high yield debt securities, secured senior hybrid security subscriptions, private equity, interests in joint ventures and partnerships, and working and royalty interests in oil and gas properties. The high earning and negotiable assets that the Company would hold are typically purchased via assignment or participation in the primary or secondary market. The Company intends to hold such assets so as to fall outside the threshold requiring it to register under Investment Company Act 1940. To date, the Company has completed the acquisition of an interest in Cosmos Yatirim Ortakligi A.S., an investment company based in Istanbul, Turkey that invests in a variety of security types in Turkey and has sold its holding in that company for a total net proceeds of $305,772.

 

3.

Significant Accounting Policies and Estimates

 

The discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including but not limited to those related to revenue recognition, financing operations, income taxes, contingencies and litigation.

 

Use of Estimates

 

In preparing financial statements in accordance with accounting principles generally accepted in the United States, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported periods. Actual results could differ from those estimates.

 

Cash

 

For purposes of the statement of cash flows, the Company considers financial instruments with maturities of less than three months when purchased to be cash equivalents. There were no cash equivalents as of November 30, 2013 and May 31, 2013. Cash amounted to $24,568 as of November 30, 2013.

 

Loss per Share

 

Basic loss per share is computed on the basis of the weighted average number of shares outstanding for the reporting period. Diluted loss per share is computed on the basis of the weighted average number of common shares (including redeemable shares) plus dilutive potential common shares outstanding using the treasury stock method. Any potentially dilutive securities are anti-dilutive due to the Company’s net losses. For the years presented, there is no difference between the basic and diluted net loss per share.

 

Concentration of Credit Risk

 

The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements.

 

Development Stage Reporting

 

The Company is a development stage enterprise as defined in Accounting Standards Codification (“ASC”) 915 “Development Stage Entities” (“ASC 915”). Accordingly, the Company has not yet commenced its fully planned operations. The Company is subject to all of the risks and uncertainties that are typical in the life-cycle stage of its business. There is no assurance that the Company will be successful in its efforts to commence its fully planned operations or that the commencement will actually result in the realization of its business objectives.

 

Stock Based Compensation

 

The Company measures its compensation cost for all stock-based awards at fair value on the date of grant and recognizes the compensation expense over the requisite service period pursuant to the provisions of ASC Topic 718, Compensation – Stock Compensation. Expenses associated with such grants are generally recognized on a straight-line basis over the requisite service period, net of estimated forfeitures. 

 

 

UCP Holdings, Inc.

(A Development Stage Company)

 

On September 19, 2013, UCP transferred an aggregate of 6,375,000 shares of UCPH common stock it held to three employees as compensation and a vendor for services rendered. The shares of common stock are fully vested and valued upon date of transfer. The common shares are valued at $0.35 per share and the Company recognized $2,231,250 in compensation expense, included in the change in additional paid in capital, associated with the transfer of shares to the parties.

 

On November 22, 2013, the Company granted 2,000,000 shares of the Company’s common stock to John P. Correnti, the Company’s Executive Vice President and Chief Investment Officer. The common shares were fully vested on the date of grant.  The fair value of the common shares issued was based upon the closing price of common shares on the date of grant ($0.25 per share).  Accordingly, the Company recorded $500,000 of stock based compensation expense, included in the change in additional paid in capital, during the three months ended November 30, 2013.

 

Recently Issued Accounting Pronouncements

 

Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a significant effect to the accompanying financial statements.

 

Fair Value Measurement

 

The Company adopted Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing US GAAP that requires the use of fair value measurements which establishes a framework for measuring fair value and expands disclosure about such fair value measurements.

 

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

 

Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities.

 

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

 

Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

 

In addition, FASB ASC 825-10-25 “Fair Value Option” was effective for January 1, 2008. ASC 825-10-25 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value.

 

The carrying amounts reported in the balance sheets for accounts payable and accrued liabilities approximate their estimated fair value based on the short-term maturity of these instruments.

 

4.

Investments at Fair Value

 

On August 12, 2013, the Company entered into and closed a share exchange agreement (the “Exchange Agreement”) with Sinan Bilgin (the “Shareholder”). Pursuant to the Exchange Agreement, the Shareholder transferred to the Company 700,000 shares of common stock of Cosmos Yatirim Ortakligi A.S. (“Cosmos”), representing approximately 11.67% of the outstanding shares of Cosmos, in exchange for 1,500,000 newly issued shares of the Company’s common stock. Cosmos is an investment company based in Istanbul, Turkey that invests in a variety of security types in Turkey. The Company recorded its investment in Cosmos at fair value based upon the closing price of Cosmos on the Istanbul Stock Exchange.

 

During the quarter ended November 30, 2013, the Company sold all of its holdings of the common stock of Cosmos Yatirim Ortakligi A.S. (“Cosmos”) so as to avoid being an inadvertent investment company. The Company completed the disposition of such assets on November 25, 2013 and received a total net proceeds of $305,772 from such sales and recognized a loss on disposition of $29,542.

 

 

UCP Holdings, Inc.

(A Development Stage Company)

 

5.

Stockholders’ Equity

 

Common and Preferred Stock

 

The authorized share capital of the Company consists of 800,000,000 shares of common stock, par value $0.0001 per share, of which, as of November 30, 2013, 39,500,000 shares were issued and outstanding and 200,000,000 shares of preferred stock, par value $0.0001, of which no shares are issued and outstanding.

 

The voting, dividend and liquidation rights of the holders of the common stock are subject to and qualified by the rights of the holders of the preferred stock of any series. The holders of common stock are entitled to one vote for each share held at all the meetings of stockholders. Upon the dissolution or liquidation of the Company, holders of common stock will be entitled to receive ratably all the assets of the Company available for distribution, subject to any preferential rights of any then outstanding preferred stock.

 

On August 12, 2013, the Company entered into and closed a share exchange agreement (the “Exchange Agreement”) with Sinan Bilgin (the “Shareholder”). Pursuant to the Exchange Agreement, the Shareholder transferred to the Company 700,000 shares of common stock of Cosmos Yatirim Ortakligi A.S. (“Cosmos”), representing approximately 11.67% of the outstanding shares of Cosmos, in exchange for 1,500,000 newly issued shares of the Company’s common stock. The common shares are valued at $0.48 per share and additional paid in capital increased by $335,164, as a result of the transfer. Cosmos is an investment company based in Istanbul, Turkey that invests in a variety of security types in Turkey.

 

On September 19, 2013, the Company filed its first amendment to its original Form 13D and on September 10, 2013, UCP transferred an aggregate of 6,375,000 shares of common stock of the Company of which three employees received 6 million shares of common stock as compensation and one vendor received 375,000 shares of common stock for services rendered. The shares of common stock are fully vested and valued upon date of transfer. The common shares are valued at $0.35 per share and the Company recognized $2,231,250 in compensation expense, included in the change in additional paid in capital, associated with the transfer of shares to the parties.

 

On November 22, 2013, the Company granted 2,000,000 shares of the Company’s common stock to John P. Correnti, the Company’s Executive Vice President and Chief Investment Officer. The common shares were fully vested on the date of grant.  The fair value of the common shares issued was based upon the closing price of common shares on the date of grant ($0.25 per share).  Accordingly, the Company recorded $500,000 of stock based compensation expense, included in the change in additional paid in capital, during the three months ended November 30, 2013.

 

6.

Related Party Transactions

 

During the six months ended November 30, 2013, Universe Capital Partners, LLC, an affiliate of the registrant paid $4,024 on behalf of the registrant in satisfaction of accounts payable. The amount remains owing and is due and payable on demand to the affiliate.

 

In July 2013, the Company entered into an Assignment of Office Services Agreement with Universe Capital Partners, LLC with a commencement date of July 22, 2013 and an expiration date of December 31, 2014. The monthly rental payment due is approximately $2,100.

 

7.

Subsequent Events

 

On December 31, 2013 the Company announced in a press release (UCP Holdings, Inc. announces DTC eligibility of it’s common stock) that the Company’s common shares have been granted eligibility status by the Depository Trust Company (DTC), subsidiary of the Depository Trust & Clearing Corporation (DTCC).

 

On December 30, 2013, the Company entered into and closed a share exchange agreement with Erdogan Cetin (the “Shareholder”). Pursuant to the Exchange Agreement, the Shareholder transferred to the Company 2,040,000,000 shares of common stock of Kapital Yonetim Hizmet Ve Gayrimenkul Yatirim Sanayi Ticaret Ltd. Sirketi (“Kapital”), representing 51% of the outstanding shares of Kapital, in exchange for 36,500,000 newly issued shares of the Company’s common stock.

 

Kapital is an independently established and privately held equity investment house based in Istanbul, the company, since inception of it’s business has been involved in direct equity investments in strong, growth oriented businesses which have not yet reached their real value in the industries with strong growth potential in Turkey.

 

 

 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

  

Forward-Looking Statements

 

This Quarterly Report on Form 10-Q of UCP Holdings, Inc. for the period ended November 30, 2013 contains forward-looking statements, principally in this Section and “Business.” Generally, you can identify these statements because they use words like “anticipates,” “believes,” “expects,” “future,” “intends,” “plans,” and similar terms. These statements reflect only our current expectations. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy and actual results may differ materially from those we anticipated due to a number of uncertainties, many of which are unforeseen, including, among others, the risks we face as described in this filing. You should not place undue reliance on these forward-looking statements which apply only as of the date of this annual report. To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements that, by definition, involve risks and uncertainties. In any forward-looking statement where we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation of belief will be accomplished.

 

We believe it is important to communicate our expectations to our investors. There may be events in the future; however, that we are unable to predict accurately or over which we have no control. The risk factors listed in this filing, as well as any cautionary language in this annual report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Factors that could cause actual results or events to differ materially from those anticipated, include, but are not limited to: our ability to successfully obtain financing for product acquisition; changes in product strategies; general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in various tax laws; and the availability of key management and other personnel.

 

Overview

 

UCP Holdings, Inc. (the “Company”) plans to operate as a holding company with expertise in a broad range of asset classes. On June 5, 2013, pursuant to a securities purchase agreement between Universe Capital Partners, LLC and the selling shareholders named, Universe Capital Partners LLC (“UCP”) purchased 37,650,000 shares of common stock of the Company, representing 99.1% of the outstanding shares of the Company’s common stock, for a purchase price of $238,000, resulting in a change in control of the Company. In connection with the change of control, the Company changed its name from Northridge Ventures Inc. to UCP Holdings, Inc. and changed its business plan from the acquisition and exploration of mining properties to a holding company.

 

The Company’s primary objective is positioning itself as an investment firm with sustainable and steady growth, and a unique, competitive investment approach, including with respect to both public and private equity, and diversified capabilities. The Company intends to invest in majority and minority interest in companies both in the U.S. and elsewhere keeping to a level of holdings whereby the Company always falls outside the threshold requiring it to register under the Investment Company Act of 1940.

 

On August 12, 2013, the Company entered into and closed a share exchange agreement (the “Exchange Agreement”) with Sinan Bilgin (the “Shareholder”). Pursuant to the Exchange Agreement, the Shareholder transferred to the Company 700,000 shares of common stock of Cosmos Yatirim Ortakligi A.S. (“Cosmos”), representing approximately 11.67% of the outstanding shares of Cosmos, in exchange for 1,500,000 newly issued shares of the Company’s common stock. Cosmos is an investment company based in Istanbul, Turkey that invests in a variety of security types in Turkey.

 

During the period of September 18, 2013 through November 25, 2013, the Company sold all of its holdings of the common stock of Cosmos Yatirim Ortakligi A.S. (“Cosmos”) so as to avoid being an inadvertent investment company. The Company completed the disposition of such assets on November 25, 2013 and received a total net proceeds of $305,772 from such sales.

 

On October 10, 2013, Russell Covrarrubia resigned as President and Chief Executive Officer of the Company, and Nicholas John Lethbridge King was elected President and Chief Executive Office of the Company.

 

On November 22, 2013, the Company granted 2,000,000 shares of the Company’s common stock to John P. Correnti, the Company’s Executive Vice President and Chief Investment Officer. The common shares were fully vested on the date of grant.  The fair value of the common shares issued was based upon the closing price of common shares on the date of grant ($0.25 per share).  Accordingly, the Company recorded $500,000 of stock based compensation expense, included in the change in additional paid in capital, during the three months ended November 30, 2013.

 

Results of Operations

 

There were no revenues generated during the periods ended November 30, 2013 and 2012 and an immaterial amount from the period March 18, 2003 (inception) through November 30, 2013.

 

 

We posted an operating loss of $2,982,316 and $3,040,845 for the three and six months ended November 30, 2013, due primarily to legal and accounting fees of $218,446. On September 10, 2013, UCP transferred an aggregate of 6,375,000 shares of common stock of which three employees received 6 million shares of common stock as compensation and one vendor received 375,000 shares of common stock for services rendered. The shares of common stock are fully vested and valued upon date of transfer. The common shares are valued at $0.35 per share and we recognized $2,231,250 in compensation expense associated with the transfer of shares to the parties. On November 22, 2013, we granted 2,000,000 shares of our common stock to John P. Correnti, our Executive Vice President and Chief Investment Officer. The common shares were fully vested on the date of grant.  The fair value of the common shares issued was based upon the closing price of common shares on the date of grant ($0.25 per share).  Accordingly, we recorded $500,000 of stock based compensation expense during the three months ended November 30, 2013.

 

In July 2013, the Company entered into an Assignment of Office Services Agreement with Universe Capital Partners, LLC, an affiliate of the Company, with a commencement date of July 22, 2013 and an expiration date of December 31, 2013. The monthly rental payment due is approximately $2,100.

 

We recorded our investment in Cosmos at fair value based upon the closing price of Cosmos on the Istanbul Stock Exchange. From August 12, 2013 through November 30, 2013, the Company recorded a $29,542 realized loss.

 

Liquidity and Capital Resources

 

As of November 30, 2013, we had $24,568 of current assets and $53,421 of current liabilities. Cash was $24,568 as of November 30, 2013.

 

On October 11, 2010, the Company sold 13,200,000 shares of common stock at $0.005 per share through a private placement to a controlling shareholder. The gross proceeds of the private placement were $66,000.

 

In January 2012, the Company received fully paid subscriptions for 24,000,000 shares of common stock at $0.005 per share through a registered public offering by a Form S-1 registration statement under the Securities Act of 1933 that was declared effective by the SEC on January 4, 2012. The gross proceeds of the public offering was $120,000.

  

On June 5, 2013, pursuant to a securities purchase agreement between Universe Capital Partners, LLC and the selling shareholders named therein, Universe Capital Partners LLC (“UCP”) purchased 37,650,000 shares of common stock of the Company representing 99.1% of the outstanding shares of the Company’s common stock, for a purchase price of $238,000, resulting in a change in control of the Company.

 

During the three months ended November 30, 2013, the Company sold all of its holdings of the common stock of Cosmos Yatirim Ortakligi A.S. (“Cosmos”) so as to avoid being an inadvertent investment company. The Company completed the disposition of such assets on November 25, 2013 and received a total net proceeds of $305,772 from such sales.

 

Since UCP acquired a controlling interest in the Company in June 2013, it has funded the Company’s working capital expenses, including officer compensation, rent, and other incidental expenses. We will need to raise additional financing to implement our business plan. There is no assurance financing will be available on terms acceptable to the Company, or at all.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a Smaller Reporting Company as defined Rule 12b-2 of the Exchange Act and in item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item 3.

 

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, 2013, 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.

 

Based on this evaluation and those criteria, the Company’s CEO and CFO concluded that the Company’s internal control over financial reporting was not effective as November 30, 2013, due to the following deficiencies:

 

 

·

Insufficient controls and management review over the recording of certain transactions.

·

Lack of accounting personnel with appropriate level of knowledge and experience in accounting principles generally accepted in the United States of America and SEC Reporting, and the related accounting systems and closing process.

 

This quarterly report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to permanent rules of the SEC that permit the Company to provide only management’s report in this quarterly report.

 

Disclosure controls and procedures and other procedures 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.

 

Changes in Internal Control over Financial Reporting

 

During the quarter ended November 30, 2013, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act)) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

The Company is not party to any legal proceedings and its property is not subject to any legal proceedings.

 

Item 1A. Risk Factors

 

As a Smaller Reporting Company as defined Rule 12b-2 of the Exchange Act and in item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information

 

On December 30, 2013, the Company entered into a share exchange agreement with Erdogan Cetin (the “Shareholder”) whereby Shareholder transferred to the Company 2,040,000,000 shares of common stock of Kapital vonetim Hizmet Ve Gavrimenkul Yatririm Sanavi Ticaret Ltd. Sirketi (“Kapital”) representing 51% of the outstanding shares of Kapital in exchange for 36,500,000 newly issued shares of the Company’s common stock.

 

 

Item 6. Exhibits

 

31.1	Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
32.1	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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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 thereunto duly authorized.

 

		UCP Holdings, Inc.
Date:  January 14, 2014		By:		/s/ Siva Pillarisetty
				Siva Pillarisetty
				Chief Financial Officer
				(Principal Financial Officer)