Item 1.01 Entry into a Material Definitive Agreement. On December 30, 2013 , UCP Holdings, Inc. (the "Company") entered into share exchange agreement (the "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 . Since inception, Kapital has been in the business of making direct equity investments in strong, growth oriented businesses, which have not yet reached their real value, in industries with strong growth potential in Turkey . Kapital uses a value driven approach to make investments primarily in energy, real estate, infrastructure and finance industries, as well as indirectly in the agriculture industry with. Kapital is distinguished with its focus on "Real Asset" investments while creating maximum value for its shareholders. Kapital has been generating above average Return on Investment (ROI) by investing in small and medium-sized enterprises, typically with high-quality, value-added products, favorable growth prospects and proven, motivated management teams who take significant equity ownership positions in their own companies… Item 2.01 Completion of Acquisition or Disposition of Assets. As described in Item 1.01 above, the Company completed the acquisition of 2,040,000,000 shares of the common stock of Kapital. Item 3.02 Unregistered Sales of Equity Securities . In connection with the transaction referenced in Item 1.01 above, in exchanging its common stock for the common stock of Kapital, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering. Item 9.01 Financial Statements and Exhibits. (10) Share Exchange Agreement, dated December 30, 2013 , between the Company and the Shareholder.
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