SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number 0 - 25416
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K and Form 10-KSB [ ] Form 11-K [ ] Form 20-F [ X]
Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: June 30, 2005
[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] Transition Report on Form N-SAR
For the Transition Period Ended:
Read attached instruction sheet before preparing form. Please print or
type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
Not Applicable
PART I
REGISTRANT INFORMATION
Universal Property Development and Acquisition Corporation
(formerly known as Procore Group, Inc.)
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(Exact Name of Registrant as Specified in its Charter)
14255 US Highway #1 Suite 2180, Juno Beach, FL 33408
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(Address of Principal Executive Office) (Zip Code)
(561) 868-2071
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(Registrant's telephone number including area code)
PART II
RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof will be
filed on or before the fifteenth calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form 10-Q,
or portion thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail why the Form 10-K, 11-K, 20-F, 10-Q,
N-SAR or the transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
As previously disclosed in the Registrants Form 8-K filed on March 21,
2005, the Registrant had a change of control. The new management is in the
process of transition from the old management. As a result of this transition,
the Registrant was unable, without unreasonable effort or expense, to complete
the accounting work necessary to prepare the consolidated financial statements
required for the Registrant's Form 10-QSB for the period ended June 30, 2005 in
a timely manner. The Registrant does not have a Chief Financial Officer or a
full time accounting staff. Thus, the Registrant requires additional time to
properly complete and file its Form 10-QSB for the period ended June 30, 2005.
For the reasons set forth above, the Registrant cannot timely file its
Form 10-QSB for the period ended June 30, 2005 without unreasonable effort or
expense. The Registrant will file its Form 10-QSB no later than the fifth day
after the due date of the Form 10-QSB.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Name: Kamal Abdallah
Chairman & CEO (561) 868-2071
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
Registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ ] Yes [X] No
If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
Universal Property Development and Acquisition Corporation
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date August 15, 2005
By /s/ Kamal Abdallah
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Name: Kamal Abdallah
Title: Chairman & CEO
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (see 18 U.S.C. Section 1001).