UCP Holdings Inc. (fka UCPH)

[Raphael De La Ghetto]

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 (GAAP) 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 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.

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 adopt 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.

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