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): July 7, 2005

           UNIVERSAL PROPERTY DEVELOPMENT AND ACQUISITION CORPORATION
           ----------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

          Nevada                    0001332751                  20-3014499
------------------------      ---------------------       ----------------------
(State of Incorporation)      (Commission File No.)          (I.R.S. Employer
                                                          Identification Number)

            14255 US Highway 1, Suite 2180, Juno Beach, Florida 33408
            ---------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (561) 868-2071
                  ---------------------------------------------
              (Registrant's Telephone Number, including area code)

                               PROCORE GROUP, INC.
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

<PAGE>

ITEM 8.01 OTHER EVENTS

      On June 17, 2005, ProCore Group, Inc., a California corporation, entered
into a Plan and Agreement of Merger with its subsidiary, Universal Property
Development and Acquisition Corporation, a Nevada corporation, pursuant to
action of the board and shareholders and in conformance with Nevada and
California law. The Articles of Merger (Exhibit A) were filed as required by
Nevada law and notification of this merger was filed with the California
Secretary of State as required by the California Corporations Code. The Plan and
Agreement of Merger was duly approved and executed by the constituent
corporations. As a result of this action, the outstanding shares of the
corporation were reduced from nearly 300,000,000 to approximately 3,000,000.

      The Plan and Agreement of Merger (Exhibit B) and the Articles of
Incorporation (Exhibit C) of Universal establish that Universal shall be
authorized to issue a total of 2,500,000,000 shares of stock with 2,000,000,000
of those shares being common stock .001 par value. In addition, the Board of
Directors of Universal is authorized to prescribe the classes, series and the
number of each class or series of stock and the voting powers, designations,
preferences, limitations, restrictions and relative rights of each class or
series of stock. The Board of Directors may be made up of 5 members each elected
to concurrent annual terms. The Board of Universal as existed prior to the
merger survives the merger. It has scheduled regular meetings and will act as
necessary to pursue the objectives of the company, including the acquisition of
underperforming commercial and residential real estate and redevelopment of
proven mineral opportunities through joint ventures with underfunded property
owners and leaseholders.

      On July 11, 2005, Universal was issued a new trading symbol and issued a
press release announcing the merger. Universal will trade on the OTC BB under
the trading symbol UPDA and the new CUSIP number for its common stock is 91379U
10 5.

      The Board of Universal voted to engage the services of Integrity Stock
Transfer as transfer agent, replacing Olde Monmouth Stock Transfer.

      The Board of Universal approved a Resolution terminating certain service
agreements with and/or rejecting certain proposals from 10 and Ten Marketing and
Payment Solutions and their principals.

      The current members of the Board of Universal are: Kamal Abdallah,
Chairman, Christopher J. McCauley, Secretary, and Steven Barrera.

      Mr. Abdallah has approximately fifteen years experience in commercial real
estate investment and development. Mr. Abdallah attended Oakland Community
College and Oakland University in Michigan where he focused his studies in the
area of accounting and finance.

<PAGE>

      Mr. McCauley is a graduate of The Ohio State University and
Cleveland-Marshall College of Law and has been in private practice in Cleveland,
Ohio for nearly twenty years. He has extensive experience in commercial and real
estate law on which topics he has lectured and conducted seminars. Mr. McCauley
is a member of the American Trial Lawyers' Association, The American Bar
Association and the Ohio Bar Association.

      Mr. Barrera received a degree in marketing from St. Mary's University in
San Antonio Texas and has 30 years experience in real estate development and
construction. For over 17 years, Mr. Barrera has performed large loss mitigation
for insurance firms such as Lloyd's of London, AIG, Royal Insurance, CIGNA and
USAA as well as for the United States Department of Agriculture and Department
of Labor.

      The new phone number of Universal is (561) 868-2071.

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934,
Universal Property Development and Acquisition Corporation. has duly caused this
report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 12, 2005

                                        UNIVERSAL PROPERTY DEVELOPMENT AND
                                        ACQUISITION CORPORATION


                                        By: /s/ Kamal Abdallah
                                            ------------------
                                            Kamal Abdallah, Chairman and CEO
{"company-data": {"conformed-name": "PROCOREGROUP INC", "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": "05957884"}, "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": "CALL-SOLUTIONS INC", "date-changed": "20010110"}, {"former-conformed-name": "BAOA INC", "date-changed": "19940525"}]}
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): July 7, 2005

           UNIVERSAL PROPERTY DEVELOPMENT AND ACQUISITION CORPORATION
           ----------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

          Nevada                    0001332751                  20-3014499
------------------------      ---------------------       ----------------------
(State of Incorporation)      (Commission File No.)          (I.R.S. Employer
                                                          Identification Number)

            14255 US Highway 1, Suite 2180, Juno Beach, Florida 33408
            ---------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (561) 868-2071
                  ---------------------------------------------
              (Registrant's Telephone Number, including area code)

                               PROCORE GROUP, INC.
          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)
ITEM 8.01 OTHER EVENTS

      On June 17, 2005, ProCore Group, Inc., a California corporation, entered
into a Plan and Agreement of Merger with its subsidiary, Universal Property
Development and Acquisition Corporation, a Nevada corporation, pursuant to
action of the board and shareholders and in conformance with Nevada and
California law. The Articles of Merger (Exhibit A) were filed as required by
Nevada law and notification of this merger was filed with the California
Secretary of State as required by the California Corporations Code. The Plan and
Agreement of Merger was duly approved and executed by the constituent
corporations. As a result of this action, the outstanding shares of the
corporation were reduced from nearly 300,000,000 to approximately 3,000,000.

      The Plan and Agreement of Merger (Exhibit B) and the Articles of
Incorporation (Exhibit C) of Universal establish that Universal shall be
authorized to issue a total of 2,500,000,000 shares of stock with 2,000,000,000
of those shares being common stock .001 par value. In addition, the Board of
Directors of Universal is authorized to prescribe the classes, series and the
number of each class or series of stock and the voting powers, designations,
preferences, limitations, restrictions and relative rights of each class or
series of stock. The Board of Directors may be made up of 5 members each elected
to concurrent annual terms. The Board of Universal as existed prior to the
merger survives the merger. It has scheduled regular meetings and will act as
necessary to pursue the objectives of the company, including the acquisition of
underperforming commercial and residential real estate and redevelopment of
proven mineral opportunities through joint ventures with underfunded property
owners and leaseholders.

      On July 11, 2005, Universal was issued a new trading symbol and issued a
press release announcing the merger. Universal will trade on the OTC BB under
the trading symbol UPDA and the new CUSIP number for its common stock is 91379U
10 5.

      The Board of Universal voted to engage the services of Integrity Stock
Transfer as transfer agent, replacing Olde Monmouth Stock Transfer.

      The Board of Universal approved a Resolution terminating certain service
agreements with and/or rejecting certain proposals from 10 and Ten Marketing and
Payment Solutions and their principals.

      The current members of the Board of Universal are: Kamal Abdallah,
Chairman, Christopher J. McCauley, Secretary, and Steven Barrera.

      Mr. Abdallah has approximately fifteen years experience in commercial real
estate investment and development. Mr. Abdallah attended Oakland Community
College and Oakland University in Michigan where he focused his studies in the
area of accounting and finance.
Mr. McCauley is a graduate of The Ohio State University and
Cleveland-Marshall College of Law and has been in private practice in Cleveland,
Ohio for nearly twenty years. He has extensive experience in commercial and real
estate law on which topics he has lectured and conducted seminars. Mr. McCauley
is a member of the American Trial Lawyers' Association, The American Bar
Association and the Ohio Bar Association.

      Mr. Barrera received a degree in marketing from St. Mary's University in
San Antonio Texas and has 30 years experience in real estate development and
construction. For over 17 years, Mr. Barrera has performed large loss mitigation
for insurance firms such as Lloyd's of London, AIG, Royal Insurance, CIGNA and
USAA as well as for the United States Department of Agriculture and Department
of Labor.

      The new phone number of Universal is (561) 868-2071.

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934,
Universal Property Development and Acquisition Corporation. has duly caused this
report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 12, 2005

                                        UNIVERSAL PROPERTY DEVELOPMENT AND
                                        ACQUISITION CORPORATION

                                        By: /s/ Kamal Abdallah
                                            ------------------
                                            Kamal Abdallah, Chairman and CEO