UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended August 31, 2013
	OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ____________ to __________

~~For~~Commission ~~the~~File ~~quarterly period~~Number ~~ended February 28, 2013~~000-52239

¨UCP ~~TRANSITION~~Holdings, ~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~Inc.

Commission File No. 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)
State or other jurisdiction of		(I.R.S. Employer
187 East Warm Springs Road, Suite B153, Las Vegas, NV		89119
incorporation or organization		Identification No.)
(Address of principal executive offices)		(Zip Code)

~~Registrant's~~14 ~~telephone~~Wall ~~number:~~Street, ~~(702)~~20th ~~537-0246~~Floor

~~Securities~~New ~~registered~~York, ~~under~~NY ~~Section 12(b) of the Act: None~~10005

~~Securities~~(Address ~~registered~~of ~~pursuant~~principal toexecutive ~~Section 12(g~~offices) of(Zip ~~the Act: Common Stock, $0.0001 par value~~Code)

~~Indicate by check mark whether the registrant~~ (1212) 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 ¨618-1312

~~Indicate by check mark whether the registrant~~Registrant’s ~~has~~telephone ~~submitted electronically and posted on its corporate Web site~~number, ifincluding ~~any,~~area ~~every~~code 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 whether the registrant is a(1) ~~large~~has ~~accelerated~~filed all ~~filer,~~reports anrequired ~~accelerated~~to ~~filer,~~be afiled ~~non-accelerated~~by ~~filer,~~Section 13 or a15(d) ~~smaller~~of ~~reporting~~the ~~company.~~Securities ~~See~~Exchange Act of 1934 during the ~~definitions~~preceding 12 months (or offor ~~"large~~such ~~accelerated~~shorter ~~filer,"~~period ~~"accelerated~~that ~~filer"~~the ~~and~~registrant ~~"smaller~~was ~~reporting~~required ~~company"~~to infile ~~Rule~~such ~~12b-~~reports), and (2) ofhas been subject to such filing requirements for the ~~Exchange~~past ~~Act~~90 days. Yes x No o

~~Large~~Indicate ~~accelerated~~by ~~filer~~check ¨mark ~~Accelerated~~whether ~~filer~~the ¨registrant ~~Non~~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-~~accelerated~~T ~~filer~~during ¨the ~~Smaller~~preceding ~~reporting~~12 ~~company~~months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No

Indicate by check mark whether the registrant is a ~~shell~~large ~~company~~accelerated filer, ~~(as~~an ~~defined~~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). ~~Yes~~(Check ~~¨ No x~~one):

AsLarge ofaccelerated ~~April~~filer ~~12,~~o ~~2013,~~Accelerated ~~the~~filer ~~Issuer~~o ~~had~~Non-accelerated ~~38,000,000 shares~~filer ofo ~~its~~Smaller ~~Common~~reporting ~~Stock~~company ~~outstanding.~~x

~~Part~~Indicate Iby check mark whether the registrant is a shell company (as defined in Rule 12b--2 ~~Financial~~of ~~Information~~the Exchange Act).

~~Item~~Yes o ~~1. Financial Statements~~No x

~~NORTHRIDGE~~Number ~~VENTURES~~of ~~INC~~shares outstanding of registrant’s class of common stock, par value $0.0001 (the “Common Stock”) 39,500,000 as of October 17, 2013.

~~(An~~UCP ~~exploration~~Holdings, ~~stage~~Inc. ~~company)~~

~~Balance~~(A Development ~~Sheets~~Stage Company)

~~(Expressed~~Table inof ~~U.S.~~Contents ~~Dollars)~~

	February 28, 2013			May 31, 2012
	(unaudited)
ASSETS
Current
Cash and cash equivalents	$	—		$	—
Prepaid expenses		—			17,975
Total assets	$	—		$	17,975
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Liabilities
Current
Accounts payable and accrued liabilities	$	10,030		$	18
Total liabilities		10,030			18
Commitments and Contingencies		—			—
STOCKHOLDERS’ EQUITY (DEFICIT)
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		436,550			432,750
(Deficit) accumulated during the exploration stage		(446,580	)		(418,593	)
Total stockholders' equity (deficit)		(10,030	)		17,957
Total liabilities and stockholders' equity (deficit)	$	—		$	17,975

	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	9
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk	10
ITEM 4. Controls and Procedures	10

PART II

OTHER INFORMATION
ITEM 1. Legal Proceedings	10
ITEM 1A. Risk Factors	10
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	11
ITEM 3. Defaults Upon Senior Securities	11
ITEM 4. Mine Safety Disclosures	11
ITEM 5. Other Information	11
ITEM 6. Exhibits	11
Signatures	12

~~The accompanying notes are an integral part of these financial statements.~~2

1UCP Holdings, Inc.

~~NORTHRIDGE~~(A Development ~~VENTURES~~Stage ~~INC.~~Company)

~~(An~~Balance ~~exploration~~Sheets ~~stage company)~~

Statements of Operations

	August 31, 2013			May 31, 2013
				(Audited)
ASSETS

Current
Cash	$	1,504		$	-
Investments at fair value		307,440			-
Total current assets		308,944			-

Total assets	$	308,944		$	-

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

LIABILITIES
Current
Accounts payable and accrued liabilities	$	54,009		$	25,030
Due to related party - Universal Capital Partners		31,054			-
Total current liabilities		85,063			25,030

STOCKHOLDERS’ EQUITY (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 August 31, 2013 and May 31, 2013, respectively		3,950			3,800
Additional paid-in capital		767,914			432,750
(Deficit) accumulated during the development stage		(547,983	)		(461,580	)
Total stockholders' equity (deficit)		223,881			(25,030	)

Total liabilities and stockholders' equity (deficit)	$	308,944		$	-

~~(Unaudited)~~See the accompanying notes to the unaudited interim financial statements

~~(Expressed in U.S. Dollars)~~3

	Cumulative
	March 18, 2003
	(inception) to			Three months ended						Nine months ended
	February 28, 2013			February 28, 2013			February 28, 2012			February 28, 2013			February 28, 2012
Revenue	$	77		$	—		$	—			—			—
Expenses
Interest and bank charges		16,765			—			1,006			13			6,453
Professional fees		172,438			1,500			4,940			23,475			15,602
General and administrative expenses		8,368			—			—			—			439
Consulting fee		158,279			—			—			4,485			12,205
Transfer agent		8,250			—			163			—			548
Website maintenance		2,019			—			—			—			3,619
Impairment of mineral property		13,417			—			—			—			—
Write off of Website Development Costs		32,083			—			—			—			—
Amortization of Website Development Costs		37,917			—			—			—			—
Total expenses		449,536			1,500			6,109			27,973			38,866
Other Income (Loss)
Foreign exchange gain (loss)		2,879			—			—			(14	)		—
Net comprehensive loss for the period	$	(446,580	)	$	(1,500	)	$	(6,109	)		(27,987	)		(38,866	)
(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

UCP Holdings, Inc.

~~The~~(A Development ~~accompanying~~Stage ~~notes are an integral part of these financial statements.~~Company)

2Statements of Operations

~~NORTHRIDGE VENTURES INC.~~(unaudited)

(A development stage company)

	For the three months ended August 31,						Cumulative March 18, 2003 (inception)
	2013			2012			to August 31, 2013

Revenue	$	-		$	-		$	77

Expenses
Interest and bank charges		134			13			16,899
Professional fees		46,813			15,475			234,251
General and administrative expenses		11,582			-			19,950
Consulting fee		-			4,485			158,279
Transfer agent		-			-			8,250
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		58,529			19,973			523,065

Operating Income (Loss)		(58,529	)		(19,973	)		(522,988	)

Other Income (Loss)
Unrealized loss on investments		(27,874	)		-			(27,874	)
Foreign exchange gain (loss)		-			(14	)		2,879

Net loss for the period	$	(86,403	)	$	(19,987	)	$	(547,983	)

Basic and diluted loss per share	$	(0.00	)	$	(0.00	)

Weighted average number of common shares outstanding - basic and diluted		38,326,087			38,000,000

~~Statements~~See ofthe ~~Cash~~accompanying ~~Flows~~notes to the unaudited interim financial statements

~~(Unaudited)~~4

~~(Expressed~~UCP inHoldings, UInc.~~S. Dollars)~~

	Cumulative Amounts
	March 18, 2003
	(inception) to			Nine months ended			Nine months ended
	February 28, 2013			February 28, 2013			February 28, 2012
Cash flows from (used in) operating activities
(Loss) for the period	$	(446,580	)	$	(27,987	)	$	(38,866	)
Adjustment to reconcile (loss) to net cash used in operating activities:
- amortization of website development costs		37,917			—			—
- accrued interest expenses		—			—			(7,186	)
- write off of website development costs		32,083			—			—
- impairment of mineral property		13,417						—
Changes in assets and liabilities:
- decrease in prepaid expenses		—			17,975			12,205
- increase in accounts payable and accrued liabilities		10,030			10,012			17,767
Net cash used in operating activities		(353,133	)		—			(16,880	)
Cash flows (used in) investing activities
Acquisition of mining properties		(13,417	)		—			—
Website development costs		(70,000	)		—			—
Net cash used in investing activities		(83,417	)		—			—
Cash flows from (used in) financing activities
Repayment of notes payable		(56,500	)		—			(51,500	)
Proceeds from issuance of promissory note		56,500			—			120,000
Proceeds from issuance of common stock		436,550			—			—
Net cash flows provided by financing activities		436,550			—			68,500
Decrease in cash and cash equivalents		—			—			52,420
Cash and cash equivalents, beginning of period		—			—			350
Cash and cash equivalents, end of period	$	—		$	—		$	52,770

(A Development Stage Company)

~~The~~Statements ~~accompanying notes are an integral part~~ of ~~these~~Cash ~~financial statements.~~Flows

3(unaudited)

1. Basis of Presentation

							Cumulative Amounts
	Three Months Ended August 31,						March 18, 2003 (inception)
	2013			2012			to August 31, 2013

Cash flows from operating activities
Net Loss for the period	$	(86,403	)	$	(19,987	)	$	(547,983	)
Adjustment to reconcile loss to net cash provided by (used in) operating activities:
Unrealized loss on investments		27,874						27,874
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 due to related party		31,054			-			31,054
Accounts payable and accrued liabilities		28,979			2,012			54,009

Net cash provided by (used in) operating activities		1,504			-			(351,629	)

Cash flows from investing activities
Acquisition of mining properties		-			-			(13,417	)
Website development costs		-			-			(70,000	)

Net cash used in investing activities		-			-			(83,417	)

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

Decrease in cash		1,504			-			1,504

Cash, beginning of period		-			-			-

Cash, end of period	$	1,504		$	-		$	1,504

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

~~The~~See ~~Company, formerly known as Portaltochina.com, Inc. was formed on March 18, 2003 under~~ the ~~laws~~accompanying ofnotes ~~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~~unaudited ~~Standards~~interim ~~Codification~~financial ~~(“ASC”) 915.~~statements

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.5

21. ~~Going~~ ~~Concern~~Basis of Presentation

~~The~~On ~~accompanying~~June ~~financial~~5, ~~statements~~2013, ~~have~~pursuant to ~~been~~a ~~prepared~~securities onpurchase aagreement ~~going concern~~between ~~basis~~Universe Capital Partners, ~~which~~LLC ~~contemplates~~and the ~~realization~~selling ofshareholders ~~assets~~named, ~~and~~Universe ~~satisfaction~~Capital Partners LLC (“UCP”) purchased 37,650,000 shares of ~~liabilities~~common instock of the ~~normal~~Company, ~~course~~representing 99.1% of ~~business.~~the ~~Since~~outstanding ~~inception,~~shares of the ~~registrant~~Company’s ~~has~~common ~~incurred~~stock, ~~losses~~for a purchase price of $~~446~~238,~~580.~~000, resulting in a change in control of the Company. In ~~addition,~~connection with the ~~registrant~~change ~~generated~~of ~~negative~~control, ~~cash~~UCP ~~flows~~Holdings, Inc. changed its business plan from ~~operations~~the acquisition and exploration of ~~during~~mining ~~the~~properties ~~three~~to ~~months~~a ~~ended~~holding ~~February~~company ~~28,~~that ~~2013~~will invest in a broad range of asset classes. Effective ~~These~~June ~~factors~~24, ~~among~~2013, ~~others~~UCP Holdings, Inc. ~~raise~~(formerly ~~substantial~~known ~~doubt~~as ~~about~~Northridge Ventures Inc.) (the ~~registrant’s~~“Company”) filed Articles of Merger with the Secretary of State ~~ability~~of Nevada, pursuant to ~~continue~~which asthe aCompany’s ~~going~~wholly-owned ~~concern~~subsidiary, UCP Holdings, Inc. (formed solely for the purpose of effecting a ~~reasonable~~change ~~period~~in the name of ~~time~~the Company), merged into the Company and the Company changed its name from Northridge Ventures Inc. to UCP Holdings, Inc.

IfThe ~~necessary,~~Company’s ~~the~~primary ~~registrant~~objective ~~will~~is positioning ~~pursue~~itself ~~additional~~as ~~equity~~an ~~and/or debt~~investment ~~financing~~firm ~~while~~with ~~managing~~sustainable ~~cash~~and ~~flows~~steady ~~from~~growth, ~~operations~~and ina anunique, ~~effort~~competitive toinvestment ~~provide~~approach, ~~funds~~including with respect to ~~meet~~both ~~its~~public ~~obligations~~and onprivate aequity, ~~timely basis~~ and todiversified ~~support future business development~~capabilities.

~~The~~On ~~consolidated~~August ~~financial~~12, ~~statements~~2013, dothe ~~not~~Company ~~contain~~entered into ~~any~~and ~~adjustments~~closed a share exchange agreement (the “Exchange Agreement”) with Sinan Bilgin (the “Shareholder”). Pursuant to ~~reflect~~ the ~~possible~~Exchange ~~future~~Agreement, ~~effects~~the onShareholder transferred to the ~~classification~~Company 700,000 shares of ~~assets~~common orstock ~~the~~of ~~amounts~~Cosmos ~~and~~Yatirim Ortakligi ~~classification~~A.S. (“Cosmos”), representing approximately 11.67% of ~~liabilities~~the ~~that~~outstanding ~~may~~shares of Cosmos, in exchange for 1,500,000 ~~result~~newly ~~should~~issued shares of the ~~registrant~~Company’s becommon ~~unable~~stock. toCosmos ~~continue~~is asan investment company based in Istanbul, Turkey that invests in a ~~going~~variety ~~concern~~of security types in Turkey. Cosmos is traded on the Turkish Stock Exchange.

3The 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. ~~Mineral~~ ~~Property~~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 month periods ended August 31, 2013 and 2012 are not necessarily indicative of results to be expected for a full year.

On2. ~~October~~Going 8,Concern ~~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’Management'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.Plans

4The Company's financial statements are prepared using accounting principles generally accepted in the United States of America (GAAP) applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. ~~Related~~ ~~Party~~The ~~Transactions~~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 August 31, 2013, the Company had an accumulated deficit of $547,983, had incurred a net loss for the quarter ended August 31, 2013 of $86,403. The Company had cash of $1,504 and $308,944 in current assets as of August 31, 2013 compared to $0 assets for the year ended May 31, 2013. The Company has not generated positive cash flows from operations since inception.

~~During~~There can be no assurance that the ~~three~~Company’s future ~~months~~cash ~~ended~~flow ~~February~~will ~~28,~~be ~~2013,~~sufficient anto ~~affiliate~~meet ofits obligations and commitments. If the Company is unable to generate sufficient cash flow from operations in the ~~registrant~~future ~~paid~~to $8service its commitments the Company will be required to adopt alternatives,~~000~~ onsuch ~~behalf~~as ofseeking to ~~the~~raise ~~registrant~~debt inor ~~satisfaction~~equity ofcapital, ~~accounts~~curtailing ~~payable~~its planned activities or ceasing its operations. ~~The~~There ~~amount~~can ~~remains~~be ~~owing~~no ~~and~~assurance isthat ~~due~~any ~~and~~such ~~payable~~actions could be effected on ~~demand~~a totimely basis or on satisfactory terms or at all, or that these actions would enable the ~~affiliate~~Company to continue to satisfy its capital requirements.

4The 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.

~~Item~~The 2Company’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. ~~Management's~~The ~~Discussion~~high earning and ~~Analysis~~negotiable assets that the Company would hold are typically purchased via assignment or ~~Plan~~participation in the primary or secondary market. The Company intends to hold assets in a manner as to fall outside the threshold requiring it to register under Investment Company Act 1940. To date, the Company has completed the acquisition of ~~Operations~~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.

~~USE~~3. OFSignificant ~~FORWARD-LOOKING~~Accounting ~~STATEMENTS~~Policies and Estimates

~~Some~~The ofdiscussion ~~the~~and ~~statements~~analysis inof ~~this~~our ~~Form 10-Q,~~financial ~~including~~condition ~~some~~and ~~statements~~results inof ~~“Management’s~~operations ~~Discussion~~is ~~and~~based ~~Analysis~~upon ~~and~~our ~~Results~~financial ~~of Operations” are forward-looking~~ statements, ~~about~~which ~~what~~have ~~may~~been ~~happen~~prepared in ~~the~~accordance ~~future.~~with ~~They~~accounting principles ~~include~~generally ~~statements~~accepted ~~regarding~~in ~~our~~the ~~current~~United ~~beliefs,~~States. ~~goals,~~The ~~and~~preparation ~~expectations about~~of ~~matters~~these ~~such as our expected~~ financial ~~position~~statements ~~and~~requires ~~operating~~us ~~results,~~to ~~our~~make ~~business strategy,~~ estimates and ~~our~~judgments ~~financing~~that ~~plans.~~affect ~~These statements~~the ~~can~~reported ~~sometimes~~amounts ~~be identified by our use~~ of ~~forward-looking words such as “anticipate~~assets,” ~~“estimate~~liabilities,~~” “expect,”~~ ~~“intend,”~~revenues ~~“may,”~~and ~~“will~~expenses,” and ~~similar~~related ~~expressions.~~disclosure Weof ~~cannot guarantee~~contingent ~~that~~assets ~~our forward-looking statements will turn out to be correct or that our beliefs~~ and ~~goals will not change~~liabilities. ~~Our~~On ~~actual~~an ~~results could~~on-going bebasis, ~~very~~we ~~different~~evaluate ~~from and worse than~~ our ~~expectations~~estimates, ~~for~~including ~~various~~but ~~reasons.~~not ~~You~~limited ~~are urged~~ to ~~carefully~~those ~~consider~~related ~~these~~to ~~factors,~~revenue asrecognition, ~~well~~financing asoperations, ~~other~~income ~~information~~taxes, ~~contained~~contingencies ~~in this Form 10-Q~~ and ~~in our other periodic reports and documents filed with the United States Securities and Exchange Commission (“SEC”)~~litigation.

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.6

~~General~~Use of Estimates

~~Our~~In ~~business~~preparing isfinancial statements in ~~the~~conformity with ~~early stages of development~~U. WeS. ~~have not generated any significant revenue since the date of inception~~GAAP, ~~but~~management ~~have~~is ~~suffered~~required ~~recurring losses and net cash outflows from operations. We expect~~ to ~~continue~~make toestimates ~~incur~~and ~~substantial~~assumptions ~~losses~~that toaffect ~~implement~~the ~~our~~reported ~~business~~amounts ~~plan~~of ~~until~~assets weand ~~obtain an interest in~~liabilities aand ~~property,~~the ~~find~~disclosure ~~mineralized~~of ~~material,~~contingent ~~delineate~~assets ~~an ore body,~~ and ~~begin~~liabilities ~~profitably~~at ~~removing~~the ~~and~~date ~~selling~~of ~~minerals.~~the Wefinancial ~~have~~statements noand ~~proven or~~revenues ~~probable mineral reserves,~~ and ~~there~~expenses ~~is no assurance that any mineral claims that we now have or may acquire in~~ during the ~~future~~reported ~~will contain~~periods. ~~commercially~~Actual ~~exploitable~~results ~~reserves~~could ofdiffer ~~valuable~~from ~~minerals~~those estimates.

ToCash 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~~For purposes of ~~Operations~~the statement of cash flows, the Company considers financial instruments with maturities of less than three months when purchased to cash equivalents. There were no cash equivalents as of August 31, 2013 and May 31, 2013. Cash amounted to $1,504 as of August 31, 2013.

WeLoss ~~have~~per 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.Share

WeBasic ~~posted~~loss anper ~~operating~~share ~~loss~~is computed on the basis of ~~$1,500~~the weighted average number of shares outstanding for the reporting period. Diluted loss per share is computed on the ~~three~~basis ~~months~~of ~~ended~~the ~~February~~weighted ~~28,~~average ~~2013,~~number ~~due~~of ~~entirely~~common toshares ~~accounting~~(including ~~fees~~redeemable shares) plus dilutive potential common shares outstanding using the treasury stock method. ~~This~~Any ~~was~~potentially adilutive ~~decrease~~securities ~~from~~are ~~our~~anti-dilutive ~~operating~~due ~~loss~~to ofthe ~~$6,109~~Company’s ~~for~~net losses. For the ~~same~~years ~~period~~presented, inthere is no difference between the ~~previous~~basic ~~fiscal~~and ~~year~~diluted net loss per share.

~~Liquidity~~Concentration ~~and~~of ~~Capital~~Credit ~~Resources~~Risk

AsThe ofCompany ~~February~~has ~~28, 2013, we had~~ no ~~assets.~~significant off-balance-sheet ~~This~~concentrations isof acredit ~~decrease~~risk ~~from~~such ~~$17,975 in total assets~~ as offoreign ~~May~~exchange 31contracts, ~~2012.~~options ~~The~~contracts ~~decrease~~or ~~was~~other ~~primarily~~foreign ~~attributable~~hedging ~~to the earn-out of prepaid professional fees and geological consulting fees~~arrangements.

5Development Stage Reporting

AsThe ofCompany ~~February~~is ~~28,~~a ~~2013,~~development ~~our~~stage ~~total liabilities~~enterprise ~~increased~~as todefined ~~$10~~in Accounting Standards Codification (“ASC”) 915 “Development Stage Entities” (“ASC 915”). Accordingly,~~030~~ ~~from~~the ~~$18~~Company ashas not yet commenced its fully planned operations. The Company is subject to all of ~~May~~the ~~31,~~risks ~~2012~~and uncertainties that are typical in the life-cycle stage of its business. ~~This~~There ~~increase~~is ~~primarily~~no ~~resulted~~assurance ~~from~~that ~~trade~~the ~~debt~~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.

WeRecently doIssued ~~not~~Accounting 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.Pronouncements

~~Commitments~~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.

WeFair doValue ~~not have any commitments that are required to be disclosed in tabular form as of February 28, 2013.~~Measurement

~~Off-Balance~~The ~~Sheet~~Company ~~Arrangements~~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.

AsASC of820 ~~February~~defines ~~28,~~fair ~~2013,~~value as wethe ~~have~~price nothat ~~off-balance sheet~~would ~~arrangements~~be ~~such~~received asto ~~guarantees,~~sell ~~retained~~an asset or ~~contingent~~paid ~~interest~~to transfer a liability in ~~assets~~an ~~transferred~~orderly transaction between market participants at the measurement date. Additionally, ~~obligation~~ASC ~~under~~820 arequires ~~derivative~~the ~~instrument and~~use ~~obligation~~of ~~arising~~valuation ~~out~~techniques that maximize the use of orobservable ainputs and ~~variable~~minimize ~~interest~~the inuse anof ~~unconsolidated~~unobservable ~~entity~~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 sheet for accounts payable and accrued liabilities approximate their estimated fair value based on the short-term maturity of these instruments.

The following table provides the assets at fair value measured on a recurring basis as of August 31, 2013:

	Fair value measured at August 31, 2013
	Total carrying value at August 31, 2013		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Equity investments	$	307,440	$	307,440	$	—	$	—

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. From August 12, 2013 through August 31, 2013, the Company recorded a $27,874 unrealized loss.

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 September 23, 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. Cosmos is an investment company based in Istanbul, Turkey that invests in a variety of security types in Turkey. The company commenced a program to liquidate its holding in Cosmos, The liquidation of the Company’s interest in Cosmos should be completed shortly.

Related Party Transactions

During the quarter ended August 31, 2013, Universe Capital Partners, LLC, an affiliate of the registrant paid $31,054 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, 2013. The monthly rental payment due is approximately $2,100.

Subsequent Events

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 to four parties as compensation.

From September 1, 2013 through October 16, 2013, the Company sold 380,715 shares of Cosmos and realized gross proceeds of $170,498.

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 August 31, 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 in a manner whereby it falls outside the threshold requiring it to register under the Investment Company Act of 1940.

Results of Operations

There were no revenues generated during the periods ended August 31, 2013 and 2012 and an immaterial amount from the period March 18, 2003 (inception) through August 31, 2013.

We posted an operating loss of $86,403 for the period ended August 31, 2013, due primarily to legal and accounting fees of $46,813 and occupancy expenses of $6,446. 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, 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 August 31, 2013, the Company recorded a $27,874 unrealized loss.

Liquidity and Capital Resources

As of August 31, 2013, we had $308,944 of current assets and $85,063 of current liabilities. Cash was $1.504 as of August 31, 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.

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 ~~February~~August 2831, 2013, we have carried out an 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 August 31, 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 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~~Changes ~~II. Other~~in ~~Information~~Internal Control over Financial Reporting

During the quarter ended August 31, 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

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

During the preparation of the Company’s Quarterly Report on Form 10-Q, the Company determined that its interest in Cosmos might lead the Company to be deemed an “inadvertent” investment company under the Investment Company Act of 1940, as amended. The Company commenced a program to liquidate its holding in Cosmos. The liquidation of the Company’s interest in Cosmos should be completed shortly.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective October 10, 2013, Russell Covrarrubia resigned as President and Chief Executive Officer of UCP Holdings, Inc. (the "Company").

Effective October 10, 2013, Nicholas John Lethbridge King was elected President and Chief Executive Officer of the Company.

Mr. King is 49 years old. From 2005 to 2008 he served as Chief Executive Officer of Baycorp Capital Limited. Baycorp Capital Limited is a public company based in Australia whose core business is property development in NSW, Australia. From 2008 to 2011 he was Chief Executive Officer of Lethbridge King Property, a privately owned luxury real estate agency in Sydney. From 2009 to September 2013 he served as Chief Executive Officer of Lethbridge King Capital, a privately owned company specializing in corporate capital raising and advisory, professional equities trading, portfolio management, founding and establishing emerging hedge funds, mergers and acquisitions in public companies. Since 2013 Mr. King has served as Chairman of BZ Pay pty ltd., a privately owned company which provides Business to Business payment systems with global applications for transforming efficiency of transactions via internationally patented technology. Since 2013 Mr. King has also served as Chairman of King and I Capital Partners, a Singapore and Sydney based Asset Management Fund specializing in Biodiesel and agriculture, hotel investment /development and public company mergers/acquisitions in resources. Mr. King has been a Director at the Company since 2013.

Item 6. Exhibits

(a)	Exhibit	Description
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
	31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	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	32Certification of Chief Executive Officer pursuant to 18 U.1S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	~~Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~
	101.INS*	XBRL Instance Document.
32.2	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.
	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.

EX-101.INS	XBRL INSTANCE DOCUMENT

EX-101.SCH	XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT

EX-101.CAL	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

EX-101.DEF	XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

EX-101.LAB	XBRL TAXONOMY EXTENSION LABELS LINKBASE

EX-101.PRE	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

611

~~Signatures~~SIGNATURES

InPursuant ~~accordance~~to ~~with~~ 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.

NORTHRIDGE VENTURES INC. Date: April 12, 2013 By: /s/ Andrew Grundman Andrew Grundman Chief Executive Officer, President, Chief Financial Officer and Principal Accounting Officer


	UCP Holdings, Inc.

Date: October 21, 2013	By:	/s/ Nicholas John Lethbridge King
		Nicholas John Lethbridge King
		President & Chief Executive Officer
		(Principal Executive Officer)

Date: October 21, 2013	By:	/s/ Siva Pillarisetty
		Siva Pillarisetty
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Filing Compare · UCP HOLDINGS, INC.