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
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Date of Report (Date of earliest event reported):
Universal Property Development and Acquisition Corporation
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(Exact name of registrant as specified in charter)
Nevada 000-25416 20-3014499
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
14255 U.S. Highway 1, Suite 2180
Juno Beach, Florida 33408
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(Address of principal executive offices)
(561) 868-2071
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Registrant's telephone number, including area code:
Not Applicable.
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(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
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Kamal Abdallah, President
Principal Executive Officer