Sec Form 4 Filing - CETIN ERDOGAN @ UCP HOLDINGS, INC. - 2013-12-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person CETIN ERDOGAN 2. Issuer Name and Ticker or Trading Symbol UCP HOLDINGS, INC. [ UCPH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 14 WALL STREET, 20TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2013 (Street) NEW YORK, NY10005 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 31,275,000 ( 1 ) I Held by Universe Capital Partners LLC Common Stock 12/31/2013 S/K( 2 ) 36,500,000 A $ 0.6 ( 2 ) 36,500,000 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CETIN ERDOGAN 14 WALL STREET 20TH FLOOR NEW YORK, NY10005 X X Signatures /s/ Erdogan Cetin 01/02/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As of the date hereof, Mr. Cetin beneficially owns 67,775,000 shares of the Issuer's common stock, which represents approximately 89.18% of the Issuer's common stock. 31,275,000 of these shares are being held directly by Universe Capital Partners LLC. ( 2 )The Issuer has transferred an aggregate of 36,500,000 shares of common stock of the Issuer to the Reporting Person pursuant to the definitive provisional arrangements and conditions that have been set forth in a share exchange agreement dated December 30, 2013 in exchange for 2,040,000,000 shares of common stock of Kapital Yonetim Hizmet Ve Gayr. Yat. San. Tic. Ltd. Sirketi (Kapital). It has been mutually agreed upon by the parties of foregoing agreement that the fair value of the consideration that consists of 2,040,000,000 shares of Kapital equals to USD 21,900,000.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.