Registration No.______________


  As filed with the Securities and Exchange Commission on March 8, 2004
  ---------------------------------------------------------------------

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                           ----------

                            FORM S-8
                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933
                            ---------

                 UniPro Financial Services, Inc.
     ------------------------------------------------------
     (Exact name of registrant as specified in its charter)

       Florida           SEC File #000-50491            65-1193022
------------------------------------------------------------------------------
(State of incorporation)                     (IRS Employer Identification No.)

                  1450 So. Dixie Highway, Suite 200
           Boca Raton,           Florida            33432
        -----------------------------------------------------
        (Address of principal executive offices)   (Zip Code)

                   2003 Equity Incentive Plan
                   --------------------------
                    (Full title of the plan)

                      Harvey Judkowitz, CEO
                 UniPro Financial Services, Inc.
                1450 So. Dixie Highway, Suite 200
                   Boca Raton, Florida  33432
             ---------------------------------------
             (Name and address of agent for service)

              (561) 289-5175 * fax: (561) 416-1857
  -------------------------------------------------------------
  (Telephone number, including area code, of agent for service)

                Copies of all communications to:
                        Stewart A. Merkin
              Law Office of Stewart A. Merkin, P.A.
                 444 Brickell Avenue, Suite 300
                      Miami, Florida 33131
               (305 )357-5556 * Fax (305)358-2490

<TABLE>
<CAPTION>
                            CALCULATION OF REGISTRATION FEE
=================================================================================================

                                                  Proposed           Proposed
        Title of                                   maximum           maximum         Amount of
       securities                Amount to be   offering price      aggregate       registration
    to be registered             registered      per share(1)     offering price        fee
=================================================================================================
<S>                              <C>            <C>               <C>               <C>
      Common Stock               1,000,000        $1.00 (1)         $1,000,000        $126.70
par value $0.001 per share
=================================================================================================
</TABLE>

(1)   Estimated  solely  for  the  purpose  of  calculating   the
registration  fee  pursuant  to  Rule  457(h),  (i)  the  fee  is
calculated  on  the basis of the exercise price at which  options
granted  on February 20, 2004, may be converted, i.e., $1.00  per
share.  Effective  on  the filing of this Form  S-8  Registration
Statement  the  board of directors has granted 40,000  Shares  of
Common  Stock  and  60,000 Options pursuant to  the  2003  Equity
Incentive  Plan; and (ii) in the case of shares of  Common  Stock
for  which options have not yet been granted and the option price
is  therefore unknown, the fee is calculated on the  basis  of  a
maximum exercise price of $1.00 per share. Also registered hereby
are such additional and indeterminable number of shares of Common
Stock  as  may  become  issuable due to adjustments  for  changes
resulting  from stock dividends, stock splits and  similar  share
recapitalizations. On the date hereof there is no public  trading
market for the Issuer's shares.


<PAGE>


PART II  - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
-------------------------------------------------

The   following  documents  filed  by  the  Registrant  with  the
Securities and Exchange Commission ("Commission") pursuant to the
Securities  Act  of  1933,  as  amended  ("Securities  Act")  are
incorporated by reference into this Registration Statement:

      (a) The Registrant's Form 10SB12G filed on December 4, 2003
and amendments thereto;

       (b) All other reports filed by the Registrant pursuant  to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended  ("Exchange Act") in which the description of our  common
stock  is contained in a registration statement filed under  such
Act,  including any amendment or report filed for the purpose  of
updating such description.

All  documents  subsequently filed by  the  Registrant  with  the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange  Act after the date of this Registration Statement,  but
prior  to  the  filing  of  a post-effective  amendment  to  this
Registration  Statement  which  indicates  that  all   securities
offered  by this Registration Statement have been sold  or  which
deregisters all such securities then remaining unsold,  shall  be
deemed  to  be  incorporated by reference into this  Registration
Statement.  Each  document incorporated by  reference  into  this
Registration  Statement shall be deemed to  be  a  part  of  this
Registration  Statement from the date of filing of such  document
with  the  Commission until the information contained therein  is
superseded or updated by any subsequently filed document which is
incorporated by reference into this Registration Statement or  by
any document which constitutes part of the prospectus relating to
the  2003 Equity Incentive Plan or the prospectus relating to the
2003  Equity  Incentive Plan, each meeting  the  requirements  of
Section 10(a) of the Securities Act.


ITEM 4.  DESCRIPTION OF SECURITIES.
----------------------------------

The  class  of  securities to be offered under this  Registration
Statement  has been registered under Section 12 of  the  Exchange
Act.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
-----------------------------------------------

   None.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
--------------------------------------------------

The  Registrant's By-Laws authorizes the Company to indemnify its
officers  and directors to the fullest extent allowed  under  the
provisions  of the State of Florida Corporation Laws  for  claims
brought against such persons in their capacity as officers and or
directors.

Florida  Statutes Section 607.0850(1) generally provides  that  a
corporation  has  the  power to indemnify  a  current  or  former
officer or director, employee or agent of the corporation against
expenses  and  liabilities  in  connection  with  any  proceeding
involving  the corporate agent by reason of his being  or  having
been  a  corporate agent, other than a proceeding by  or  in  the
right  of the corporation, if such corporate agent acted in  good
faith  and  in a manner he reasonably believed to be  in  or  not
opposed  to  the  best  interests of the  corporation,  and  with
respect to any criminal proceeding, such corporate agent  had  no
reasonable cause to believe his conduct was unlawful.

The   Registrant's  By-Law  provision  regarding  indemnification
rights is not deemed to be exclusive of any other rights to which
the Registrant's directors and officers may be entitled under the
Registrant's Articles of Incorporation, an agreement, shareholder
authorization,  or otherwise.  The Registrant does  not  maintain
directors'  and officers' liability insurance policy  as  of  the
date hereof.

Insofar  as  indemnification for liabilities  arising  under  the
Securities  Act may be permitted to officers and directors  under
any of the foregoing provisions, the Registrant has been informed
that  in  the  opinion of the Commission such indemnification  is
against public policy as expressed in the Securities Act  and  is
therefore unenforceable.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
--------------------------------------------

   None.


                                                               2
<PAGE>

ITEM 8.  EXHIBITS.
------------------

A list of exhibits in this Registration Statement is set forth in
the Exhibit Index appearing elsewhere in this Registration
Statement and is incorporated herein by reference.


ITEM 9.  UNDERTAKINGS.
---------------------
    (a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers of sales are being
made,  a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities  Act; (ii) To reflect in the prospectus any  facts  or
events  arising  after  the effective date  of  the  Registration
Statement  (or the most recent post-effective amendment  thereof)
which,  individually or in the aggregate, represent a fundamental
change   in   the  information  set  forth  in  the  Registration
Statement.   Notwithstanding  the  foregoing,  any  increase   or
decrease  in  volume of securities offered (if the  total  dollar
value  of  securities  offered would not exceed  that  which  was
registered)  and any deviation from the low or high  end  of  the
estimated maximum offering range may be reflected in the form  of
prospectus filed with the Commission pursuant to Rule 424(b)  if,
in  the  aggregate, the changes in volume and price represent  no
more  than a 20 percent change in the maximum aggregate  offering
price  set forth in the "Calculation of Registration  Fee"  table
in  the  effective Registration Statement; (iii) To  include  any
material information with respect to the plan of distribution not
previously  disclosed  in  the  Registration  Statement  or   any
material   change   to  such  information  in  the   Registration
Statement;

Provided,  however, that paragraphs (a)(1)(i) and  (a)(1)(ii)  do
not apply if the registration is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant  pursuant  to  Section 13  or  Section  15(d)  of  the
Exchange   Act  that  are  incorporated  by  reference   in   the
registration statement.

(2)  That for the purpose of determining any liability under  the
Securities  Act,  each  such post-effective  amendment  shall  be
deemed  to  be  a  new  registration statement  relating  to  the
securities  offered therein, and the offering of such  securities
at that time shall be deemed to be the initial bona fide offering
thereof.

(3)  To  remove  from registration by means of  a  post-effective
amendment  any  of the securities being registered  which  remain
unsold at the termination of the offering.

      (b) The undersigned Registrant hereby undertakes that,  for
purposes  of determining any liability under the Securities  Act,
each filing of the Registrant's annual report pursuant to Section
13(a)  or  Section 15(d) of the Exchange Act that is incorporated
by  reference in the Registration Statement shall be deemed to be
a  new  Registration Statement relating to the securities offered
therein,  and the offering of such securities at that time  shall
be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under
the  Securities Act may be permitted to directors,  officers  and
controlling  persons of the Registrant pursuant to the  foregoing
provisions,  or otherwise, the Registrant has been  advised  that
in  the opinion of the Commission such indemnification is against
public  policy  as  expressed  in  the  Securities  Act  and  is,
therefore,  unenforceable.   In  the  event  that  a  claim   for
indemnification against such liabilities (other than the  payment
by  the  Registrant of expenses incurred or paid by  a  director,
officer or controlling person of the Registrant in the successful
defense  of any action, suit or proceeding) is asserted  by  such
director,  officer or controlling person in connection  with  the
securities being registered, the Registrant will, unless  in  the
opinion of its counsel the matter has been settled by controlling
precedent,  submit  to  a court of appropriate  jurisdiction  the
question  whether such  indemnification by it is  against  public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.



                           SIGNATURES

Pursuant   to  the  requirements  of  the  Securities  Act,   the
Registrant  certifies that it has reasonable grounds  to  believe
that it meets all of the requirements for filing on Form S-8  and
has  duly caused this Registration Statement to be signed on  its
behalf by the undersigned, thereunto duly authorized, in the City
of Boca Raton, State of Florida, on this 4th day of March, 2004.

                         UniPro Financial Services, Inc.


                         By: /s/ Harvey Judkowitz
                            -------------------------------------
                            Harvey Judkowitz
                            Chairman and Chief Executive Officer




                                                               3
<PAGE>



We,  the  undersigned directors and officers of UniPro  Financial
Services,   Inc.,  do  hereby  constitute  and  appoint,   Harvey
Judkowitz, our true and lawful attorney and agents, to do any and
all  acts  and  things  in our name and  on  our  behalf  in  our
capacities as directors and officers and to execute any  and  all
instruments  for us and in our names in the capacities  indicated
below,  which said attorneys and agents, or either of  them,  may
deem  necessary or advisable to enable said corporation to comply
with   the   Securities  Act  and  any  rules,  regulations   and
requirements   of  the  Commission,  in  connection   with   this
Registration  Statement,  including  specifically,  but   without
limitation, power and authority to sign for us or any  of  us  in
our  names  in  the  capacities  indicated  below,  any  and  all
amendments (including post-effective amendments)  hereto  and  we
do  hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue hereof.

Pursuant  to  the  requirements  of  the  Securities  Act,   this
Registration  Statement and the foregoing Power of Attorney  have
been signed by the following persons in the capacities and on the
date(s) indicated:

        Signature                Capacity              Date
        ---------                --------              ----

/s/ Harvey Judkowitz           Chairman, CEO,       March 5, 2004
    ------------------------   CFO/President
    Harvey Judkowitz


/s/ Paul M. Galant             Secretary/Treasurer  March 5, 2004
    ------------------------
    Paul M. Galant




EXHIBIT INDEX
-------------

Exhibit No.                Description
---------------            -----------------

    4.1           2003 Equity Incentive Plan (Incorporated by
                  reference to the Company's Registration Statement on
                  Form 10 filed with the Commission on December 4,
                  2003, file No. 000-50491).

    4.2           *2003 Equity Incentive Plan - Form of Stock Option
                  Agreement.
    4.3           *2003 Equity Incentive Plan - Form of Exercise of
                  Options To Purchase Shares.

    5.1           *Opinion of Stewart A. Merkin, Esq. - Law Office of
                  Stewart A. Merkin, P.A..

   23.1           *Consent of Berkovits, Lago and Company, LLC,
                  independent certified public accountants.

   23.2           *Consent of Stewart A. Merkin, Esq. - Law Office of
                  Stewart A. Merkin, P.A. (included in the Opinion
                  filed as Exhibit 5.1).

   24.1           *Power of Attorney (set forth on the signature
                  page of this Registration Statement).

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

* Filed Herewith




                                                               4
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "forms8-304.txt", "secsgml_size_bytes": 16394}]
{"company-data": {"conformed-name": "UNIPRO FINANCIAL SERVICES INC", "cik": "0001271940", "assigned-sic": "6199", "irs-number": "651193022"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-113385", "film-number": "04654629"}, "business-address": {"street1": "1450 S. DIXIE HIGHWAY", "street2": "SUITE 200", "city": "BOCA RATON", "state": "FL", "zip": "33432", "phone": "5612895175"}, "mail-address": {"street1": "1450 S. DIXIE HIGHWAY", "street2": "SUITE 200", "city": "BOCA RATON", "state": "FL", "zip": "33432"}}
Registration No.______________

  As filed with the Securities and Exchange Commission on March 8, 2004
  ---------------------------------------------------------------------

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                           ----------

                            FORM S-8
                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933
                            ---------

                 UniPro Financial Services, Inc.
     ------------------------------------------------------
     (Exact name of registrant as specified in its charter)

       Florida           SEC File #000-50491            65-1193022
------------------------------------------------------------------------------
(State of incorporation)                     (IRS Employer Identification No.)

                  1450 So. Dixie Highway, Suite 200
           Boca Raton,           Florida            33432
        -----------------------------------------------------
        (Address of principal executive offices)   (Zip Code)

                   2003 Equity Incentive Plan
                   --------------------------
                    (Full title of the plan)

                      Harvey Judkowitz, CEO
                 UniPro Financial Services, Inc.
                1450 So. Dixie Highway, Suite 200
                   Boca Raton, Florida  33432
             ---------------------------------------
             (Name and address of agent for service)

              (561) 289-5175 * fax: (561) 416-1857
  -------------------------------------------------------------
  (Telephone number, including area code, of agent for service)

                Copies of all communications to:
                        Stewart A. Merkin
              Law Office of Stewart A. Merkin, P.A.
                 444 Brickell Avenue, Suite 300
                      Miami, Florida 33131
               (305 )357-5556 * Fax (305)358-2490
CALCULATION OF REGISTRATION FEE
=================================================================================================

                                                  Proposed           Proposed
        Title of                                   maximum           maximum         Amount of
       securities                Amount to be   offering price      aggregate       registration
    to be registered             registered      per share(1)     offering price        fee
=================================================================================================
Common Stock               1,000,000        $1.00 (1)         $1,000,000        $126.70
par value $0.001 per share
=================================================================================================
(1)   Estimated  solely  for  the  purpose  of  calculating   the
registration  fee  pursuant  to  Rule  457(h),  (i)  the  fee  is
calculated  on  the basis of the exercise price at which  options
granted  on February 20, 2004, may be converted, i.e., $1.00  per
share.  Effective  on  the filing of this Form  S-8  Registration
Statement  the  board of directors has granted 40,000  Shares  of
Common  Stock  and  60,000 Options pursuant to  the  2003  Equity
Incentive  Plan; and (ii) in the case of shares of  Common  Stock
for  which options have not yet been granted and the option price
is  therefore unknown, the fee is calculated on the  basis  of  a
maximum exercise price of $1.00 per share. Also registered hereby
are such additional and indeterminable number of shares of Common
Stock  as  may  become  issuable due to adjustments  for  changes
resulting  from stock dividends, stock splits and  similar  share
recapitalizations. On the date hereof there is no public  trading
market for the Issuer's shares.
PART II  - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
-------------------------------------------------

The   following  documents  filed  by  the  Registrant  with  the
Securities and Exchange Commission ("Commission") pursuant to the
Securities  Act  of  1933,  as  amended  ("Securities  Act")  are
incorporated by reference into this Registration Statement:

      (a) The Registrant's Form 10SB12G filed on December 4, 2003
and amendments thereto;

       (b) All other reports filed by the Registrant pursuant  to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended  ("Exchange Act") in which the description of our  common
stock  is contained in a registration statement filed under  such
Act,  including any amendment or report filed for the purpose  of
updating such description.

All  documents  subsequently filed by  the  Registrant  with  the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange  Act after the date of this Registration Statement,  but
prior  to  the  filing  of  a post-effective  amendment  to  this
Registration  Statement  which  indicates  that  all   securities
offered  by this Registration Statement have been sold  or  which
deregisters all such securities then remaining unsold,  shall  be
deemed  to  be  incorporated by reference into this  Registration
Statement.  Each  document incorporated by  reference  into  this
Registration  Statement shall be deemed to  be  a  part  of  this
Registration  Statement from the date of filing of such  document
with  the  Commission until the information contained therein  is
superseded or updated by any subsequently filed document which is
incorporated by reference into this Registration Statement or  by
any document which constitutes part of the prospectus relating to
the  2003 Equity Incentive Plan or the prospectus relating to the
2003  Equity  Incentive Plan, each meeting  the  requirements  of
Section 10(a) of the Securities Act.

ITEM 4.  DESCRIPTION OF SECURITIES.
----------------------------------

The  class  of  securities to be offered under this  Registration
Statement  has been registered under Section 12 of  the  Exchange
Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
-----------------------------------------------

   None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
--------------------------------------------------

The  Registrant's By-Laws authorizes the Company to indemnify its
officers  and directors to the fullest extent allowed  under  the
provisions  of the State of Florida Corporation Laws  for  claims
brought against such persons in their capacity as officers and or
directors.

Florida  Statutes Section 607.0850(1) generally provides  that  a
corporation  has  the  power to indemnify  a  current  or  former
officer or director, employee or agent of the corporation against
expenses  and  liabilities  in  connection  with  any  proceeding
involving  the corporate agent by reason of his being  or  having
been  a  corporate agent, other than a proceeding by  or  in  the
right  of the corporation, if such corporate agent acted in  good
faith  and  in a manner he reasonably believed to be  in  or  not
opposed  to  the  best  interests of the  corporation,  and  with
respect to any criminal proceeding, such corporate agent  had  no
reasonable cause to believe his conduct was unlawful.

The   Registrant's  By-Law  provision  regarding  indemnification
rights is not deemed to be exclusive of any other rights to which
the Registrant's directors and officers may be entitled under the
Registrant's Articles of Incorporation, an agreement, shareholder
authorization,  or otherwise.  The Registrant does  not  maintain
directors'  and officers' liability insurance policy  as  of  the
date hereof.

Insofar  as  indemnification for liabilities  arising  under  the
Securities  Act may be permitted to officers and directors  under
any of the foregoing provisions, the Registrant has been informed
that  in  the  opinion of the Commission such indemnification  is
against public policy as expressed in the Securities Act  and  is
therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
--------------------------------------------

   None.

                                                               2
ITEM 8.  EXHIBITS.
------------------

A list of exhibits in this Registration Statement is set forth in
the Exhibit Index appearing elsewhere in this Registration
Statement and is incorporated herein by reference.

ITEM 9.  UNDERTAKINGS.
---------------------
    (a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers of sales are being
made,  a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities  Act; (ii) To reflect in the prospectus any  facts  or
events  arising  after  the effective date  of  the  Registration
Statement  (or the most recent post-effective amendment  thereof)
which,  individually or in the aggregate, represent a fundamental
change   in   the  information  set  forth  in  the  Registration
Statement.   Notwithstanding  the  foregoing,  any  increase   or
decrease  in  volume of securities offered (if the  total  dollar
value  of  securities  offered would not exceed  that  which  was
registered)  and any deviation from the low or high  end  of  the
estimated maximum offering range may be reflected in the form  of
prospectus filed with the Commission pursuant to Rule 424(b)  if,
in  the  aggregate, the changes in volume and price represent  no
more  than a 20 percent change in the maximum aggregate  offering
price  set forth in the "Calculation of Registration  Fee"  table
in  the  effective Registration Statement; (iii) To  include  any
material information with respect to the plan of distribution not
previously  disclosed  in  the  Registration  Statement  or   any
material   change   to  such  information  in  the   Registration
Statement;

Provided,  however, that paragraphs (a)(1)(i) and  (a)(1)(ii)  do
not apply if the registration is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant  pursuant  to  Section 13  or  Section  15(d)  of  the
Exchange   Act  that  are  incorporated  by  reference   in   the
registration statement.

(2)  That for the purpose of determining any liability under  the
Securities  Act,  each  such post-effective  amendment  shall  be
deemed  to  be  a  new  registration statement  relating  to  the
securities  offered therein, and the offering of such  securities
at that time shall be deemed to be the initial bona fide offering
thereof.

(3)  To  remove  from registration by means of  a  post-effective
amendment  any  of the securities being registered  which  remain
unsold at the termination of the offering.

      (b) The undersigned Registrant hereby undertakes that,  for
purposes  of determining any liability under the Securities  Act,
each filing of the Registrant's annual report pursuant to Section
13(a)  or  Section 15(d) of the Exchange Act that is incorporated
by  reference in the Registration Statement shall be deemed to be
a  new  Registration Statement relating to the securities offered
therein,  and the offering of such securities at that time  shall
be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under
the  Securities Act may be permitted to directors,  officers  and
controlling  persons of the Registrant pursuant to the  foregoing
provisions,  or otherwise, the Registrant has been  advised  that
in  the opinion of the Commission such indemnification is against
public  policy  as  expressed  in  the  Securities  Act  and  is,
therefore,  unenforceable.   In  the  event  that  a  claim   for
indemnification against such liabilities (other than the  payment
by  the  Registrant of expenses incurred or paid by  a  director,
officer or controlling person of the Registrant in the successful
defense  of any action, suit or proceeding) is asserted  by  such
director,  officer or controlling person in connection  with  the
securities being registered, the Registrant will, unless  in  the
opinion of its counsel the matter has been settled by controlling
precedent,  submit  to  a court of appropriate  jurisdiction  the
question  whether such  indemnification by it is  against  public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                           SIGNATURES

Pursuant   to  the  requirements  of  the  Securities  Act,   the
Registrant  certifies that it has reasonable grounds  to  believe
that it meets all of the requirements for filing on Form S-8  and
has  duly caused this Registration Statement to be signed on  its
behalf by the undersigned, thereunto duly authorized, in the City
of Boca Raton, State of Florida, on this 4th day of March, 2004.

                         UniPro Financial Services, Inc.

                         By: /s/ Harvey Judkowitz
                            -------------------------------------
                            Harvey Judkowitz
                            Chairman and Chief Executive Officer

                                                               3
We,  the  undersigned directors and officers of UniPro  Financial
Services,   Inc.,  do  hereby  constitute  and  appoint,   Harvey
Judkowitz, our true and lawful attorney and agents, to do any and
all  acts  and  things  in our name and  on  our  behalf  in  our
capacities as directors and officers and to execute any  and  all
instruments  for us and in our names in the capacities  indicated
below,  which said attorneys and agents, or either of  them,  may
deem  necessary or advisable to enable said corporation to comply
with   the   Securities  Act  and  any  rules,  regulations   and
requirements   of  the  Commission,  in  connection   with   this
Registration  Statement,  including  specifically,  but   without
limitation, power and authority to sign for us or any  of  us  in
our  names  in  the  capacities  indicated  below,  any  and  all
amendments (including post-effective amendments)  hereto  and  we
do  hereby ratify and confirm all that said attorneys and agents,
or either of them, shall do or cause to be done by virtue hereof.

Pursuant  to  the  requirements  of  the  Securities  Act,   this
Registration  Statement and the foregoing Power of Attorney  have
been signed by the following persons in the capacities and on the
date(s) indicated:

        Signature                Capacity              Date
        ---------                --------              ----

/s/ Harvey Judkowitz           Chairman, CEO,       March 5, 2004
    ------------------------   CFO/President
    Harvey Judkowitz

/s/ Paul M. Galant             Secretary/Treasurer  March 5, 2004
    ------------------------
    Paul M. Galant

EXHIBIT INDEX
-------------

Exhibit No.                Description
---------------            -----------------

    4.1           2003 Equity Incentive Plan (Incorporated by
                  reference to the Company's Registration Statement on
                  Form 10 filed with the Commission on December 4,
                  2003, file No. 000-50491).

    4.2           *2003 Equity Incentive Plan - Form of Stock Option
                  Agreement.
    4.3           *2003 Equity Incentive Plan - Form of Exercise of
                  Options To Purchase Shares.

    5.1           *Opinion of Stewart A. Merkin, Esq. - Law Office of
                  Stewart A. Merkin, P.A..

   23.1           *Consent of Berkovits, Lago and Company, LLC,
                  independent certified public accountants.

   23.2           *Consent of Stewart A. Merkin, Esq. - Law Office of
                  Stewart A. Merkin, P.A. (included in the Opinion
                  filed as Exhibit 5.1).

   24.1           *Power of Attorney (set forth on the signature
                  page of this Registration Statement).

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

* Filed Herewith

                                                               4