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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): November 17, 2005
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 of Incorporation) (Commission File No.) (I.R.S. Employer
Identification Number)
14255 U.S. Highway 1, Suite 2180
Juno Beach, Florida 33408
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(Address of Principal Executive Offices)
(561) 630-2977
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(Registrant's Telephone Number, including area code)
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(Former Name or Former Address, if Changed Since Last Report)
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Item 1.01 Entry into a Material Agreement
On November 17, 2005, Universal Property Development and Acquisition
Corporation (the "Registrant"), a Nevada corporation, USProduction &
Exploration, LLC ("USPX"), a private limited liability company, and Triple Crown
Consulting ("TCC"), a private corporation, entered into a Joint Venture
Agreement (the "Agreement"). Pursuant to the terms of the Agreement, the
Registrant, USPX and TCC formed Canyon Creek Oil & Gas, Inc. ("Canyon Creek"), a
Nevada corporation, as the joint venture entity to carry out the proposed
operations of the joint venture. The Registrant owns sixty-five (65) percent of
the capital stock of Canyon Creek, USPX owns thirty (30) percent of the capital
stock of Canyon Creek and TCC owns five (5) percent of the capital stock of
Canyon Creek.
Under the terms of the Agreement, and as consideration for their
respective shares of the capital stock of Canyon Creek, the Registrant has
agreed to provide a minimum of one million-two hundred thousand ($1,200,000)
dollars to finance the operations of the joint venture, USPX has assigned
certain oil and gas leases to the joint venture and TCC will provide ongoing
management consulting services to the joint venture. The leases assigned to the
joint venture by USPX cover approximately two thousand acres and contain
approximately sixty (60) oil and gas wells. The joint venture has also acquired
additional acreage and wells and intends to pursue further acquisitions of
currently producing oil and gas properties, low risk drilling prospects and
existing wells in need of state-of-the-art technology to improve profitability.
Under the terms of the Agreement, Canyon Creek will have a five-member
board of directors, of which two members will be chosen by the Registrant, two
members will be chosen by USPX and one member will be chosen by TCC. USPX will
be responsible for the day-to-day operations of Canyon Creek, but the Registrant
will have control over the appointment of the financial officer of Canyon Creek.
USPX will be paid a managerial fee equal to seven and one-half (7.5) percent of
the net operating revenue of Canyon Creek.
As additional consideration for its participation in the Canyon Creek
joint venture, USPX will be issued 500,000 shares of the Registrant's common
stock. The shares of common stock so issued will be restricted shares and will
be issued in a transaction exempt from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act") pursuant to Section
4(2) of the Securities Act, and Rule 506 of Regulation D thereunder. Registrant
will affix appropriate restrictive legends to the stock certificates issued to
USPX. The shares to be issued to USPX will be subject to Rule 144 under the
Securities Act and, therefore, such shares generally cannot be resold for a
period of twelve months from the date of purchase.
On or before November 3, 2005, Registrant transferred five hundred
thousand ($500,000) dollars to Canyon Creek to fund the initial operations of
the joint venture. Such transfer of funds is part of the Registrant's one
million-two hundred thousand dollar financing commitment to the joint venture.
The foregoing description of the Joint Venture Agreement and the
transactions contemplated thereby is not intended to be complete and is
qualified in its entirety by the complete text of that agreement, the form of
which is attached as Exhibit 10.1 to this Report.
Section 9. Financial Statement and Exhibits.
(c) Exhibits.
The following Exhibits are hereby filed as part of this Current Report on Form
8-K:
Exhibit Description
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10.1 Form of Joint Venture Agreement by and between USProduction &
Exploration, LLC, Universal Property Development and Acquisition
Corporation and Triple Crown Consulting dated as of November 17,
2005.
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.
UNIVERSAL PROPERTY DEVELOPMENT
AND ACQUISITION CORPORATION
By: /s/ Kamal Abdallah
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Kamal Abdallah
President and Principal Executive Officer
EXHIBIT INDEX
The following Exhibits are filed herewith:
Exhibit Description
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10.1 Form of Joint Venture Agreement by and between USProduction &
Exploration, LLC, Universal Property Development and Acquisition
Corporation and Triple Crown Consulting dated as of November 17,
2005.