UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

___________________________________________________________________

Date of report (Date of earliest event reported): ~~December~~November 225, 2013

UCP HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-52239	98-0449083
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 82.01 ~~Other~~Completion ~~Events~~of Acquisition or Disposition of Assets.

OnBetween September 18, 2013 and November 2625, 2013, the Company ~~entered into~~sold anall ~~LOI~~of ~~with~~its ~~Shandong~~holdings ~~Zouping~~of ~~Xinlong~~the ~~Technology~~common ~~Co.,~~stock ~~Ltd~~of Cosmos Yatirim Ortakligi A.S. (“~~Long Technology~~Cosmos”), so ~~pursuant~~as to ~~which~~avoid ~~the~~being ~~parties~~an ~~will enter~~inadvertent ~~into~~investment ~~good~~company. ~~faith~~The ~~negotiations for the~~ Company tocompleted ~~purchase from~~ the ~~current~~disposition ~~stockholders~~of ~~sixty~~such ~~percent~~assets ~~(60%)~~on ofNovember ~~the~~25, ~~outstanding~~2013 ~~common~~and ~~stock~~received ~~of Long Technology for~~ a ~~price~~total of US$18307,~~000,000~~618.0011 from such sales.

~~Item 9.01 Financial Statements and Exhibits.~~SIGNATURES

~~(99.1.) Letter~~Pursuant to the requirements of ~~Intent,~~the ~~dated~~Securities ~~November 26,~~Exchange ~~2013,~~Act ~~between~~of 1934, the ~~Company~~registrant ~~and~~has ~~Shandong~~duly ~~Zouping~~caused ~~Xinlong~~this ~~Technology~~report ~~Co.,~~to ~~Ltd~~be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURES

	UCP HOLDINGS, INC.


Date: December 4, 2013	By:	/s/ Siva Pillarisetty
		Siva Pillarisetty
		Chief Financial Officer (principal financial officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

UCP HOLDINGS, INC.

Date: December 2, 2013	By:	/s/ Siva Pillarisetty
		Siva Pillarisetty
		Chief Financial Officer (principal financial officer)

EXHIBITS

Item 9.01 Financial Statements and Exhibits.

(99.1.) Letter of Intent, dated November 26, 2013, between the Company and Shandong Zouping Xinlong Technology Co., Ltd.

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