--------------------------------------------------------------------------------
                       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): September 8, 2005

                                  ------------

                         UNIPRO FINANCIAL SERVICES, INC.
               (Exact name of registrant as specified in Charter)


            Florida                       000-50491              65-1193022

(State or other jurisdiction of      (Commission File No.)     (IRS Employee
 incorporation or organization)                              Identification No.)

                          31200 Via Colinas, Suite 200
                           Westlake Village, CA 91362
                    (Address of Principal Executive Offices)

                                 (818) 597-5772
                            (Issuer Telephone number)

--------------------------------------------------------------------------------

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 (see General Instruction A.2. below):

      |_|   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 1.01. Entry into a Material Definitive Agreement

      On September 8, 2005, we entered into a Securities Purchase Agreement
("Purchase Agreement") dated as of September 1, 2005 by and among the
Registrant, Lomond International, Inc., a North Carolina corporation that acted
as an agent for several purchasers ("Buyer"), and certain major shareholders of
the Registrant ("Major Shareholders"). Under the Purchase Agreement (i) the
Major Shareholders sold 4,550,000 shares of the Company's common stock ("Common
Stock") at $0.087912 per share for an aggregate purchase price of $400,000
("Stock Resale Transaction"). In connection with the Stock Resale Transaction,
the Company assigned 10,000 shares of common stock of Peer Review Mediation and
Arbitration, Inc. and 25,000 shares of common stock of Espre Solutions, Inc.
held by Upholdings, Inc., a wholly-owned subsidiary of the Company, to Mr. Paul
Galant and Mr. Harvey Judkowitz as consideration for services provided. All
current directors of the Registrant would agree to resign and Buyer's nominee
would be appointed as a director in connection with the Stock Resale
Transaction. Lomond acted as an agent for several purchasers, all of whom are
"accredited" investors as defined under Regulation D of the Rules and
Regulations under the Securities Act. The Company also agreed to issue LaSala &
Company 100,000 restricted shares of Common Stock for consulting fees in
connection with this transaction. The issuance was exempt from registration
under Section 4(2) of the Securities Act of 1933, as amended.

      The Major Shareholders and the Buyer also entered into a Share Option
Agreement in which the Buyer would have the option to purchase 125,000 shares of
Common Stock from the Major Shareholders at $1.00 per share, for a one-year
period from the closing of the Stock Resale Transaction.

Item 5.01. Changes in Control of Registrant.

      We closed the transactions contemplated by the Purchase Agreement on
September 8, 2005 ("Effective Date"), certain terms of which are described in
Item 1.01 of this Report on Form 8-K, which is incorporated by reference in this
Item 5.01.

      As part of the transactions described above, the following changes to the
Company's directors and officers have occurred or will occur:

o     Paul M. Galant resigned as the Registrant's Chief Executive Officer and
      member of the Board of Directors as of the Effective Date.

o     Harvey Judkowitz resigned as the Registrant's Chief Financial Officer and
      member of the Board of Directors as of the Effective Date.

o     John Vogel became the Chief Executive Officer and a director of the
      Registrant as of the Effective Date.

<PAGE>

SECURITY OWNERSHIP OF BENEFICIAL OWNERSHIP AND MANAGEMENT PRIOR TO THE
TRANSACTION

      The following table sets forth, as of September 7, 2005, certain
information regarding the ownership of our capital stock by each of our
directors and executive officers, each person who is known to be a beneficial
owner of more than 5% of any class of our voting stock, and by all of our
officers and directors as a group. Unless otherwise indicated below, to our
knowledge, all persons listed below have sole voting and investing power with
respect to their shares of capital stock, except to the extent authority is
shared by spouses under applicable community property laws.

      Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of our common stock subject to options,
warrants or convertible securities exercisable or convertible within 60 days of
September 7, 2005 are deemed outstanding for computing the percentage of the
person or entity holding such options, warrants or convertible securities but
are not deemed outstanding for computing the percentage of any other person, and
is based on 5,149,167 shares of the Common Stock issued and outstanding on a
fully diluted basis, as of September 7, 2005.

<TABLE>
<CAPTION>
                                Name and Address                   Amount and Nature      Percent
 Title of Class               Of Beneficial Owners (1)          Of Beneficial Ownership   Of Class
------------------  ------------------------------------------  -----------------------   --------

<S>                 <C>                                                 <C>                 <C>
  Common Stock      Paul M. Galant (2)                                  1,200,000           21.6%
  Common Stock      Harvey Judkowitz                                    1,200,000           21.6%
  Common Stock      Mary F. McGuire                                     1,200,000           21.6%
  Common Stock      Suouconni Corporation                               1,200,000           21.6%
  Common Stock      MCM Systems Corporation                               400,000            7.2%
  Common Stock      All officers and directors as a group (two          2,400,000           43.2%
                    (2) persons)
</TABLE>

------------
(1)   Unless otherwise noted, the address for each of the named beneficial
      owners and directors and officers is 14241 SW 92nd Avenue, Miami, Florida
      33176.


SECURITY OWNERSHIP OF BENEFICIAL OWNERSHIP AND MANAGEMENT FOLLOWING THE
TRANSACTION

      The following table sets forth information as of the date hereof with
respect to the beneficial ownership of the outstanding shares of Registrant's
common stock immediately following the Stock Resale Transaction by (i) each
person known by Registrant who will beneficially own five percent (5%) or more
of the outstanding shares; and (ii) the officer and director who will take
office as of the Effective Date.


                                       2
<PAGE>

<TABLE>
<CAPTION>
============================================= =================================== =============================
                    Name                         Shares of Common Stock Held      Percentage of Shares Issued
                                                 Following Completion of the       and Outstanding Following
                                                         Transaction                   Completion of the
                                                                                          Transaction
============================================= =================================== =============================
<S>                                                        <C>                               <C>
John Vogel                                                         0                            0%
============================================= =================================== =============================
SJ Investments, Inc.                                         800,000                         15.5%
============================================= =================================== =============================
Jaybelle, Inc.                                             1,970,000                         38.3%
============================================= =================================== =============================
Castle Bison, Inc.                                           780,000                         15.1%
============================================= =================================== =============================
                               TOTALS                      3,550,000                         68.9%
============================================= =================================== =============================
</TABLE>


Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.

      On September 8, 2005, pursuant to the Purchase Agreement, Paul Galant and
Harvey Judkowitz each delivered resignation letters to the Company (a) for each
of them to resign as directors of the company, and (b) for Mr. Judkowitz to
resign as Chief Executive Officer and Chief Financial Officer, as of the
effective date of the Stock Resale Transaction. The resignations of Messrs.
Galant and Judkowitz are not the result of any disagreement with the Registrant
on any matter relating to the Registrant's operations, policies or practices. A
copy of the resignation letters of Messrs. Galant and Judkowitz are filed as
Exhibits 17.1 and 17.2, respectively, to this Form 8-K.

      On September 8, 2005, in accordance with the terms of the Securities
Purchase Agreement, the board of directors appointed Mr. John Vogel as Chief
Executive Officer and a director of the Company.

      Mr. Vogel has not entered into an employment agreement with the Registrant
at this time. John has over 30 years of experience in marketing and sales,
including 13 years at World Savings Bank (WSB); VP District and VP Regional Loan
Origination and VP Sales Manager and VP of Real Estate (Owned). He has served as
a co-founder and a director of Century 21 Ability, Inc., a business focused on
real estate development, listing, sales and management, from 1996 to September
2005.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


      There is no family relationship between any of our former officers or
directors and our proposed officers and directors. There are no orders,
judgments, or decrees of any governmental agency or administrator, or of any
court of competent jurisdiction, revoking or suspending for cause any license,
permit or other authority to engage in the securities business or in the sale of
a particular security or temporarily or permanently restraining any of our
officers or directors from engaging in or continuing any conduct, practice or
employment in connection with the purchase or sale of securities, or convicting
such person of any felony or misdemeanor involving a security, or any aspect of
the securities business or of theft or of any felony. Nor are any of the
officers or directors of any corporation or entity affiliated with us so
enjoined.


                                       3
<PAGE>

Item 9.    Financial Statement and Exhibits.

      (a)

Exhibit
Number      Description
------      -----------

10.1        Securities Purchase Agreement dated as of September 1, 2005 by and
            among the Registrant, Lomond International, Inc., a North Carolina
            corporation, and certain major shareholders of the Registrant.

17.1        Resignation of Director - Paul Galant

17.2        Resignation of Director - Harvey Judkowitz


                                       4
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report on Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.



                                       UNIPRO FINANCIAL SERVICES, INC.

                                       By: /s/ John Vogel
                                           ------------------
                                           John Vogel
                                           Chief Executive Officer

Dated: September 14, 2005

                                       5
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--------------------------------------------------------------------------------
                       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): September 8, 2005

                                  ------------

                         UNIPRO FINANCIAL SERVICES, INC.
               (Exact name of registrant as specified in Charter)

            Florida                       000-50491              65-1193022

(State or other jurisdiction of      (Commission File No.)     (IRS Employee
 incorporation or organization)                              Identification No.)

                          31200 Via Colinas, Suite 200
                           Westlake Village, CA 91362
                    (Address of Principal Executive Offices)

                                 (818) 597-5772
                            (Issuer Telephone number)

--------------------------------------------------------------------------------

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 (see General Instruction A.2. below):

      |_|   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 1.01. Entry into a Material Definitive Agreement

      On September 8, 2005, we entered into a Securities Purchase Agreement
("Purchase Agreement") dated as of September 1, 2005 by and among the
Registrant, Lomond International, Inc., a North Carolina corporation that acted
as an agent for several purchasers ("Buyer"), and certain major shareholders of
the Registrant ("Major Shareholders"). Under the Purchase Agreement (i) the
Major Shareholders sold 4,550,000 shares of the Company's common stock ("Common
Stock") at $0.087912 per share for an aggregate purchase price of $400,000
("Stock Resale Transaction"). In connection with the Stock Resale Transaction,
the Company assigned 10,000 shares of common stock of Peer Review Mediation and
Arbitration, Inc. and 25,000 shares of common stock of Espre Solutions, Inc.
held by Upholdings, Inc., a wholly-owned subsidiary of the Company, to Mr. Paul
Galant and Mr. Harvey Judkowitz as consideration for services provided. All
current directors of the Registrant would agree to resign and Buyer's nominee
would be appointed as a director in connection with the Stock Resale
Transaction. Lomond acted as an agent for several purchasers, all of whom are
"accredited" investors as defined under Regulation D of the Rules and
Regulations under the Securities Act. The Company also agreed to issue LaSala &
Company 100,000 restricted shares of Common Stock for consulting fees in
connection with this transaction. The issuance was exempt from registration
under Section 4(2) of the Securities Act of 1933, as amended.

      The Major Shareholders and the Buyer also entered into a Share Option
Agreement in which the Buyer would have the option to purchase 125,000 shares of
Common Stock from the Major Shareholders at $1.00 per share, for a one-year
period from the closing of the Stock Resale Transaction.

Item 5.01. Changes in Control of Registrant.

      We closed the transactions contemplated by the Purchase Agreement on
September 8, 2005 ("Effective Date"), certain terms of which are described in
Item 1.01 of this Report on Form 8-K, which is incorporated by reference in this
Item 5.01.

      As part of the transactions described above, the following changes to the
Company's directors and officers have occurred or will occur:

o     Paul M. Galant resigned as the Registrant's Chief Executive Officer and
      member of the Board of Directors as of the Effective Date.

o     Harvey Judkowitz resigned as the Registrant's Chief Financial Officer and
      member of the Board of Directors as of the Effective Date.

o     John Vogel became the Chief Executive Officer and a director of the
      Registrant as of the Effective Date.
SECURITY OWNERSHIP OF BENEFICIAL OWNERSHIP AND MANAGEMENT PRIOR TO THE
TRANSACTION

      The following table sets forth, as of September 7, 2005, certain
information regarding the ownership of our capital stock by each of our
directors and executive officers, each person who is known to be a beneficial
owner of more than 5% of any class of our voting stock, and by all of our
officers and directors as a group. Unless otherwise indicated below, to our
knowledge, all persons listed below have sole voting and investing power with
respect to their shares of capital stock, except to the extent authority is
shared by spouses under applicable community property laws.

      Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of our common stock subject to options,
warrants or convertible securities exercisable or convertible within 60 days of
September 7, 2005 are deemed outstanding for computing the percentage of the
person or entity holding such options, warrants or convertible securities but
are not deemed outstanding for computing the percentage of any other person, and
is based on 5,149,167 shares of the Common Stock issued and outstanding on a
fully diluted basis, as of September 7, 2005.
Name and Address                   Amount and Nature      Percent
 Title of Class               Of Beneficial Owners (1)          Of Beneficial Ownership   Of Class
------------------  ------------------------------------------  -----------------------   --------
Common Stock      Paul M. Galant (2)                                  1,200,000           21.6%
  Common Stock      Harvey Judkowitz                                    1,200,000           21.6%
  Common Stock      Mary F. McGuire                                     1,200,000           21.6%
  Common Stock      Suouconni Corporation                               1,200,000           21.6%
  Common Stock      MCM Systems Corporation                               400,000            7.2%
  Common Stock      All officers and directors as a group (two          2,400,000           43.2%
                    (2) persons)
------------
(1)   Unless otherwise noted, the address for each of the named beneficial
      owners and directors and officers is 14241 SW 92nd Avenue, Miami, Florida
      33176.

SECURITY OWNERSHIP OF BENEFICIAL OWNERSHIP AND MANAGEMENT FOLLOWING THE
TRANSACTION

      The following table sets forth information as of the date hereof with
respect to the beneficial ownership of the outstanding shares of Registrant's
common stock immediately following the Stock Resale Transaction by (i) each
person known by Registrant who will beneficially own five percent (5%) or more
of the outstanding shares; and (ii) the officer and director who will take
office as of the Effective Date.

                                       2
============================================= =================================== =============================
                    Name                         Shares of Common Stock Held      Percentage of Shares Issued
                                                 Following Completion of the       and Outstanding Following
                                                         Transaction                   Completion of the
                                                                                          Transaction
============================================= =================================== =============================
John Vogel                                                         0                            0%
============================================= =================================== =============================
SJ Investments, Inc.                                         800,000                         15.5%
============================================= =================================== =============================
Jaybelle, Inc.                                             1,970,000                         38.3%
============================================= =================================== =============================
Castle Bison, Inc.                                           780,000                         15.1%
============================================= =================================== =============================
                               TOTALS                      3,550,000                         68.9%
============================================= =================================== =============================
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.

      On September 8, 2005, pursuant to the Purchase Agreement, Paul Galant and
Harvey Judkowitz each delivered resignation letters to the Company (a) for each
of them to resign as directors of the company, and (b) for Mr. Judkowitz to
resign as Chief Executive Officer and Chief Financial Officer, as of the
effective date of the Stock Resale Transaction. The resignations of Messrs.
Galant and Judkowitz are not the result of any disagreement with the Registrant
on any matter relating to the Registrant's operations, policies or practices. A
copy of the resignation letters of Messrs. Galant and Judkowitz are filed as
Exhibits 17.1 and 17.2, respectively, to this Form 8-K.

      On September 8, 2005, in accordance with the terms of the Securities
Purchase Agreement, the board of directors appointed Mr. John Vogel as Chief
Executive Officer and a director of the Company.

      Mr. Vogel has not entered into an employment agreement with the Registrant
at this time. John has over 30 years of experience in marketing and sales,
including 13 years at World Savings Bank (WSB); VP District and VP Regional Loan
Origination and VP Sales Manager and VP of Real Estate (Owned). He has served as
a co-founder and a director of Century 21 Ability, Inc., a business focused on
real estate development, listing, sales and management, from 1996 to September
2005.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      There is no family relationship between any of our former officers or
directors and our proposed officers and directors. There are no orders,
judgments, or decrees of any governmental agency or administrator, or of any
court of competent jurisdiction, revoking or suspending for cause any license,
permit or other authority to engage in the securities business or in the sale of
a particular security or temporarily or permanently restraining any of our
officers or directors from engaging in or continuing any conduct, practice or
employment in connection with the purchase or sale of securities, or convicting
such person of any felony or misdemeanor involving a security, or any aspect of
the securities business or of theft or of any felony. Nor are any of the
officers or directors of any corporation or entity affiliated with us so
enjoined.

                                       3
Item 9.    Financial Statement and Exhibits.

      (a)

Exhibit
Number      Description
------      -----------

10.1        Securities Purchase Agreement dated as of September 1, 2005 by and
            among the Registrant, Lomond International, Inc., a North Carolina
            corporation, and certain major shareholders of the Registrant.

17.1        Resignation of Director - Paul Galant

17.2        Resignation of Director - Harvey Judkowitz

                                       4
SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report on Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.

                                       UNIPRO FINANCIAL SERVICES, INC.

                                       By: /s/ John Vogel
                                           ------------------
                                           John Vogel
                                           Chief Executive Officer

Dated: September 14, 2005

                                       5