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


                                 August 29,2005
                -------------------------------------------------
                Date of Report (Date of earliest event reported):


           Universal Property Development and Acquisition Corporation
              -----------------------------------------------------
               (Exact name of registrant as specified in charter)


          Nevada                      000-25416                   20-3014499
----------------------------     -----------------------        -------------
(State or other jurisdiction     (Commission File Number)       (IRS Employer
    of incorporation)                                        Identification No.)


                        14255 U.S. Highway 1, Suite 2180
                            Juno Beach, Florida 33408
                      -------------------------------------
                    (Address of principal executive offices)


                                 (561) 868-2071
                ------------------------------------------------
               Registrant's telephone number, including area code:


                                 Not Applicable.
                                 ---------------
         (Former name or former address, if changed since last report.)

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 CFR 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))

<PAGE>

Item 1.02 Termination of a Material Definitive Agreement

      On or about  August  29,  the  Company  entered  into an  agreement  which
resulted in the  termination  of its  agreement  with Carol Pop  relative to the
acquisition of certain real estate in Cleveland,  Ohio in  consideration  of the
issuance of Two Hundred Twenty Two Thousand Two Hundred  (222,200) shares of the
Company's common stock to Mr. Pop. Pursuant to this termination  agreement,  the
shares issued to Mr. Pop have been  cancelled and his obligation to transfer the
real  estate  was  relieved.  Mr.  Pop  remains  a member of  Bratenahl  Estates
Development,  LLC, an Ohio Limited  Liability Company and party to the agreement
referenced in Item 2.01,  below.  This termination  agreement was negotiated and
executed  after it was  determined by the Company that the real estate  involved
was not consistent  with its modified  business model.  The Company  incurred no
termination penalties for this termination agreement.

Item 2.01 Completion of Acquisition or Disposition of Assets

      Reference is herewith made to Item 3.02 wherein the Company indicates that
on  August  29,  2005,  it  issued  50,000  shares  of its  common  stock to NTJ
Management,  LLC.  and an  additional  50,000  shares  of its  common  stock  to
Armadillo  Energy  Group,  LLC.  in  exchange  for oil and gas  lease  interests
covering 243 acres in the State of Texas,  containing  reserves estimated at 4.3
billion cubic feet of gas and 105,000  barrels of condensate  acquired by UPDA's
joint venture with USProduction & Exploration,  Inc. (USPX),  Canyon Creek Oil &
Gas, Inc. (Canyon Creek).

      A copy of the Memorandum of Understanding underlying the formation of this
joint  venture  corporation,  Canyon  Creek,  is  attached  hereto as Exhibit A.
Pursuant to this  Memorandum  of  Understanding,  UPDA will invest Five  Hundred
Thousand Dollars ($500,000.00), of which the sum of One Hundred Thousand Dollars
($100,000.00)  has been delivered (see below) together with One Hundred Thousand
(100,000) shares of common stock in the Company (See, Item 3.02). As a result of
the Company's  investment,  USPX assigned Canyon Creek oil & gas leases covering
over Two Thousand  (2000) acres  containing more than thirty (30) wells in Texas
and Canyon Creek has acquired two hundred forty three (243)  additional acres in
Texas  containing  additional  wells.  UPDA is the owner of Twenty Five per cent
(25%) of the  outstanding  shares in Canyon Creek which is being  managed by the
experienced geologists and professionals of USPX, the holder of Seventy per cent
(70%) of the outstanding shares.

      The  Board  of  Directors  of  UPDA  considered  this  joint  venture  and
determined that it was consistent with its business model. UPDA will receive its
portion of the profits in Canyon Creek in proportion  to its  ownership  therein
and will incubate Canyon Creek as set forth in its business model.

      Reference is herewith made to Item 3.02 wherein the Company indicates that
on September 1, 2005, it authorized the issuance of 200,000 shares of its common
stock as part of a previously executed agreement calling for on going investment
in the  Company,  to  Bratenahl  Estates  Development,  LLC.,  an  Ohio  Limited
Liability  Company,  in exchange  for its  investment  of One  Hundred  Thousand
Dollars  ($100,000)  in the  Company.  A copy  of the  investment  agreement  is
attached  hereto as Exhibit B. This  investment  was utilized by the Company for
repair and improvement of its Canyon Creek Oil & Gas, Inc.oil and gas wells.

<PAGE>

Item 3.02 Unregistered Sales of Equity Securities

(I)         On August 29, 2005, One Hundred Thousand (100,000 shares of .001 par
            value common stock were issued as follows:  Fifty Thousand  (50,000)
            were issued to NTJ Management, LLC. and Fifty Thousand (50,000) were
            issued to Armadillo Energy Group, LLC.

(II)        On September 1, 2005, Two Hundred Thousand  (200,000) shares of .001
            par value  common  stock were  authorized  for issuance to Bratenahl
            Estates Development, LLC.

(III)(a)    The transactions referred to above were did not involve underwriters
            and there were no underwriters discounts or commissions.

(III)(b)    The securities  issued to NTJ Management,  LLC and Armadillo Energy,
            LLC were in exchange for oil and gas leases  jointly  owned by those
            entities and transferred to the Company's  subsidiary,  Canyon Creek
            Oil & Gas, Inc.  Said oil & gas leases have an estimated  future net
            value of Twenty Million  Dollars  ($20,000,000.00).  See, also, Item
            2.01, above.

(III)(c)    The securities issued to Bratenahl Estates  Development,  LLC., were
            in   exchange   for  the  sum  of  One  Hundred   Thousand   Dollars
            ($100,000.00) in cash.

(III)(d)    The  transactions  referred  to above were  exempt  transactions  in
            accordance  with  Section  4(2) as  transactions  by an  issuer  not
            involving any public offering.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.A   Memorandum of Understanding by and between UPDA and USPX

Exhibit 99.B   Investment  Agreement  by and  between  UPDA and  Bratenahl
               Estates Development, LLC

<PAGE>

                                   SIGNATURES

      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.

Date: August 29, 2005                   Universal Property Development and
                                        Acquisition Corporation


                                        /s/ Kamal Abdallah
                                        ----------------------------------------
                                        Kamal Abdallah, President
                                        Principal Executive Officer
{"company-data": {"conformed-name": "UNIVERSAL PROPERTY DEVELOPMENT & ACQUISITION CORP", "cik": "0000923771", "assigned-sic": "3944", "irs-number": "330563989", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-25416", "film-number": "051067387"}, "business-address": {"street1": "2250 WARRENSVILLE CENTER ROAD", "city": "UNIVERSITY HEIGHTS", "state": "OH", "zip": "44118", "phone": "8883709654"}, "mail-address": {"street1": "2250 WARRENSVILLE CENTER ROAD", "city": "UNIVERSITY HEIGHTS", "state": "OH", "zip": "44118"}, "former-company": [{"former-conformed-name": "PROCOREGROUP INC", "date-changed": "20031215"}, {"former-conformed-name": "CALL-SOLUTIONS INC", "date-changed": "20010110"}, {"former-conformed-name": "BAOA INC", "date-changed": "19940525"}]}
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

                                 August 29,2005
                -------------------------------------------------
                Date of Report (Date of earliest event reported):

           Universal Property Development and Acquisition Corporation
              -----------------------------------------------------
               (Exact name of registrant as specified in charter)

          Nevada                      000-25416                   20-3014499
----------------------------     -----------------------        -------------
(State or other jurisdiction     (Commission File Number)       (IRS Employer
    of incorporation)                                        Identification No.)

                        14255 U.S. Highway 1, Suite 2180
                            Juno Beach, Florida 33408
                      -------------------------------------
                    (Address of principal executive offices)

                                 (561) 868-2071
                ------------------------------------------------
               Registrant's telephone number, including area code:

                                 Not Applicable.
                                 ---------------
         (Former name or former address, if changed since last report.)

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 CFR 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 1.02 Termination of a Material Definitive Agreement

      On or about  August  29,  the  Company  entered  into an  agreement  which
resulted in the  termination  of its  agreement  with Carol Pop  relative to the
acquisition of certain real estate in Cleveland,  Ohio in  consideration  of the
issuance of Two Hundred Twenty Two Thousand Two Hundred  (222,200) shares of the
Company's common stock to Mr. Pop. Pursuant to this termination  agreement,  the
shares issued to Mr. Pop have been  cancelled and his obligation to transfer the
real  estate  was  relieved.  Mr.  Pop  remains  a member of  Bratenahl  Estates
Development,  LLC, an Ohio Limited  Liability Company and party to the agreement
referenced in Item 2.01,  below.  This termination  agreement was negotiated and
executed  after it was  determined by the Company that the real estate  involved
was not consistent  with its modified  business model.  The Company  incurred no
termination penalties for this termination agreement.

Item 2.01 Completion of Acquisition or Disposition of Assets

      Reference is herewith made to Item 3.02 wherein the Company indicates that
on  August  29,  2005,  it  issued  50,000  shares  of its  common  stock to NTJ
Management,  LLC.  and an  additional  50,000  shares  of its  common  stock  to
Armadillo  Energy  Group,  LLC.  in  exchange  for oil and gas  lease  interests
covering 243 acres in the State of Texas,  containing  reserves estimated at 4.3
billion cubic feet of gas and 105,000  barrels of condensate  acquired by UPDA's
joint venture with USProduction & Exploration,  Inc. (USPX),  Canyon Creek Oil &
Gas, Inc. (Canyon Creek).

      A copy of the Memorandum of Understanding underlying the formation of this
joint  venture  corporation,  Canyon  Creek,  is  attached  hereto as Exhibit A.
Pursuant to this  Memorandum  of  Understanding,  UPDA will invest Five  Hundred
Thousand Dollars ($500,000.00), of which the sum of One Hundred Thousand Dollars
($100,000.00)  has been delivered (see below) together with One Hundred Thousand
(100,000) shares of common stock in the Company (See, Item 3.02). As a result of
the Company's  investment,  USPX assigned Canyon Creek oil & gas leases covering
over Two Thousand  (2000) acres  containing more than thirty (30) wells in Texas
and Canyon Creek has acquired two hundred forty three (243)  additional acres in
Texas  containing  additional  wells.  UPDA is the owner of Twenty Five per cent
(25%) of the  outstanding  shares in Canyon Creek which is being  managed by the
experienced geologists and professionals of USPX, the holder of Seventy per cent
(70%) of the outstanding shares.

      The  Board  of  Directors  of  UPDA  considered  this  joint  venture  and
determined that it was consistent with its business model. UPDA will receive its
portion of the profits in Canyon Creek in proportion  to its  ownership  therein
and will incubate Canyon Creek as set forth in its business model.

      Reference is herewith made to Item 3.02 wherein the Company indicates that
on September 1, 2005, it authorized the issuance of 200,000 shares of its common
stock as part of a previously executed agreement calling for on going investment
in the  Company,  to  Bratenahl  Estates  Development,  LLC.,  an  Ohio  Limited
Liability  Company,  in exchange  for its  investment  of One  Hundred  Thousand
Dollars  ($100,000)  in the  Company.  A copy  of the  investment  agreement  is
attached  hereto as Exhibit B. This  investment  was utilized by the Company for
repair and improvement of its Canyon Creek Oil & Gas, Inc.oil and gas wells.
Item 3.02 Unregistered Sales of Equity Securities

(I)         On August 29, 2005, One Hundred Thousand (100,000 shares of .001 par
            value common stock were issued as follows:  Fifty Thousand  (50,000)
            were issued to NTJ Management, LLC. and Fifty Thousand (50,000) were
            issued to Armadillo Energy Group, LLC.

(II)        On September 1, 2005, Two Hundred Thousand  (200,000) shares of .001
            par value  common  stock were  authorized  for issuance to Bratenahl
            Estates Development, LLC.

(III)(a)    The transactions referred to above were did not involve underwriters
            and there were no underwriters discounts or commissions.

(III)(b)    The securities  issued to NTJ Management,  LLC and Armadillo Energy,
            LLC were in exchange for oil and gas leases  jointly  owned by those
            entities and transferred to the Company's  subsidiary,  Canyon Creek
            Oil & Gas, Inc.  Said oil & gas leases have an estimated  future net
            value of Twenty Million  Dollars  ($20,000,000.00).  See, also, Item
            2.01, above.

(III)(c)    The securities issued to Bratenahl Estates  Development,  LLC., were
            in   exchange   for  the  sum  of  One  Hundred   Thousand   Dollars
            ($100,000.00) in cash.

(III)(d)    The  transactions  referred  to above were  exempt  transactions  in
            accordance  with  Section  4(2) as  transactions  by an  issuer  not
            involving any public offering.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.A   Memorandum of Understanding by and between UPDA and USPX

Exhibit 99.B   Investment  Agreement  by and  between  UPDA and  Bratenahl
               Estates Development, LLC
SIGNATURES

      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.

Date: August 29, 2005                   Universal Property Development and
                                        Acquisition Corporation

                                        /s/ Kamal Abdallah
                                        ----------------------------------------
                                        Kamal Abdallah, President
                                        Principal Executive Officer