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): ~~April~~June 1911, 2007

UNIVERSAL PROPERTY DEVELOPMENT AND ACQUISITION CORPORATION

_____________________________________________________

(Exact Name of Registrant as Specified in Charter)

Nevada	~~000-25416~~	20000-~~3014499~~25416	20-3014499
(State of Incorporation)	~~(Commission File No.)~~	(~~I.R.S.~~Commission ~~Employer~~File ~~Identification Number~~No.)	Identification Number)
			(I.R.S. Employer

14255 U.S. Highway 1, Suite 209

Juno Beach, Florida 33408

_______________________________

(Address of Principal Executive Offices)

(561) 630-2977

________________________________________

(Registrant's Telephone Number, including area code)

~~Section 1.~~__________________________________________________ ~~Registrant’s Business Operations~~

~~Item~~(Former ~~1.01~~Name ~~Entry~~or ~~Into~~Former aAddress, ~~Material~~if ~~Definitive~~Changed ~~Agreement~~Since Last Report)

Secured Loan from Sheridan Asset Management LLC

On April 20, 2007 (the Closing Date”), Universal Property Development and Acquisition Corporation ("UPDA" or the “Registrant”), a Nevada corporation, closed a term loan pursuant to the terms and conditions of a Loan Agreement, dated as of April 6, 2007, between UPDA and its majority owned subsidiaries Canyon Creek Oil & Gas, Inc. and Catlin Oil & Gas, Inc. (collectively the “borrower”), Messrs. Kamal Abdallah and Christopher McCauley, as guarantors, and Sheridan Asset Management, LLC, a Delaware limited liability company, as the lender (“Sheridan” or the “Lender”) (the “Loan Agreement”). Pursuant to the terms and conditions of the Loan Agreement, and the ancillary Senior Secured Promissory Note (the “Note”), Security Agreement (the “Security Agreement”) and other related documents (all of which are collectively referred to herein as the “Loan Documents”), UPDA agreed to borrow and Sheridan agreed to lend the aggregate principal amount of Three Million, Six Hundred and Thirty Five Thousand Dollars ($3,635,000) cash (the Term Loan”) under the terms and conditions described below.

The Term Loan is due and payable on April 6, 2008 and is secured by a lien, more fully described in the Security Agreement, on all the assets of the Registrant and the assets of its subsidiaries, and is further secured by the pledges, mortgages and other security interests set forth in the Loan Documents. The Registrant will not pay interest on the principal of the Term Loan. Instead, the Term Loan was subject to an original issuance discount of twenty-five (25%) percent. Furthermore, the Registrant paid a closing fee of One Hundred Thousand Dollars ($100,000) and agreed to pay certain fees of the Lender that were incurred in the preparation of the Loan Documents and the closing of the Term Loan. On the Closing Date, after the payment of the issuance discount and related fees, the Registrant received Two Million Five Hundred and Sixty-Six Thousand, Two Hundred and Fifty Dollars ($2,566,250.00) in gross proceeds from the Term Loan.

Pursuant to the terms of the Loan Documents, Mr. Kamal Abdallah, the Registrant’s Chief Executive Officer and a member of the board of directors, and Mr. Christopher McCauley, the Registrant’s Vice President and General Counsel and a member of the board of directors, each agreed to the use of their respective shares of the Registrant’s Series A Convertible Preferred Stock and other personal assets, as additional collateral for the Term Loan and to execute and provide personal guarantees for the repayment of the principal of the Term Loan and for the completion of the other commitments of the Registrant under the terms of the Loan Documents.

On the Closing Date, and as part of the agreed terms of the Term Loan, the Registrant issued warrants for the purchase of 22,343,821 shares of its common stock to the Lender. The exercise price of the warrants is $0.05483 per share and the warrants expire on April 6, 2012. The Registrant further agreed to use its best efforts to register the shares of common stock underlying the warrants issued to the Lender and could be liable for the payment of certain cash payments to the Lender in the event that a registration statement covering those common shares has not been filed and declared effective by certain deadlines.

The foregoing description of the Loan Documents, and the transactions contemplated thereby, is a summary of terms, is not intended to be complete and is qualified in its entirety by the complete text of those agreements, copies of which are attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8, 10.9 and 10.10 to this Report.

The proceeds of the Term Loan were used to finance the acquisition of 50,631,764 shares of the common stock of Heartland Oil and Gas Corp. (“Heartland”) from Heartland and the acquisition of certain outstanding Heartland promissory notes with an aggregate principal amount of Four Million, Seven Hundred and Fifty-six Thousand Dollars ($4,756,000) from SDS Capital LLC and Baystar Capital, LLC. The terms of the acquisitions of the Heartland common stock and promissory notes are described in more detail in Item 2.01 of this Report.

Section 2. Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets.

On June 11, 2007 (the “Closing Date”), Aztec Well Services, Inc. (“Aztec”), a Nevada corporation and a wholly-owned subsidiary of Universal Property Development and Acquisition Corporation (the “Registrant”), completed the acquisition of certain assets pursuant to the terms and conditions of ~~Common~~a ~~Stock~~Purchase and Sale Agreement dated June 11, 2007 (the “PSA”) by and between Aztec and the Registrant as the Buyer and Glaze Drilling (“Glaze”), a Kansas sole proprietorship, as the Seller. The assets so purchased by Aztec are described in more detail below, and in the PSA which is attached hereto as an exhibit. The aggregate purchase price of the assets ~~Heartland~~purchased ~~Oil~~by &Aztec ~~Gas~~pursuant ~~Corp~~to the PSA was $777,000.00. The purchase price consisted of $311,000.00 in cash and $466,000.00 in promissory notes. The promissory notes are payable in two equal installments on the dates six months and twelve months from the Closing Date. The promissory notes do not earn interest.

On ~~April~~the ~~20,~~Closing ~~2007~~Date, under the ~~Registrant~~terms ~~closed~~and aconditions ~~stock~~of ~~purchase~~the ~~transaction~~PSA, Aztec (the “~~Stock Purchase~~Buyer”) purchased ~~pursuant~~and toGlazer (the ~~terms~~“Seller”) ~~and~~sold ~~conditions~~all of athe ~~Stock Purchase Agreement~~rights, ~~dated~~ ~~April~~title ~~19,~~and ~~2007,~~interest ~~between~~ of the ~~Registrant~~Seller ~~and~~in ~~Heartland~~certain ~~Oil~~equipment, &machinery, ~~Gas Corp.~~materials, aand ~~Nevada~~supplies ~~corporation~~used ~~(“Heartland”)~~in the drilling, ~~whereby~~production, ~~the~~gathering, ~~Registrant~~storing, ~~purchased~~measuring, 50treating,~~631,764~~ marketing ~~restricted~~and transportation ~~shares~~ of ~~Heartland’s~~oil ~~common~~and ~~stock~~gas ~~(the~~wells ~~“Heartland~~and/or ~~Shares”)~~the ~~for~~production anderived therefrom ~~aggregate purchase price of $1,000,000 in cash~~ (the “~~Stock Purchase Price~~Equipment”). ~~Based~~ ~~upon~~The ~~Heartland~~Equipment ~~having had 46~~includes,~~737,013~~ ~~shares~~but ofis ~~common~~not ~~stock~~limited ~~outstanding prior~~ to, ~~the~~two ~~closing~~drilling ofrigs, pipeline ~~the~~trenching ~~Stock Purchase~~equipment, and ~~97,368,777~~well ~~shares~~services ofvehicles. ~~Heartland~~The Equipment is ~~common~~described ~~stock~~in ~~outstanding~~greater ~~after~~detail ~~the~~in ~~Stock~~Exhibit ~~Purchase,~~A ~~the~~to ~~Registrant currently owns 52% of~~ the ~~outstanding~~PSA, ~~common~~a ~~stock~~copy of ~~Heartland.~~which ~~The~~is ~~Stock Purchase transaction~~attached ~~therefore~~hereto ~~constitutes~~as aan ~~change~~exhibit ofto ~~control~~this ~~transaction~~report. ~~for~~The ~~Heartland~~aggregate ~~and~~Purchase Price paid by the ~~Registrant~~Buyer ~~intends~~ to ~~hereafter~~the ~~operate~~Seller ~~Heartland~~on asthe aClosing ~~majority~~Date ~~owned~~for ~~subsidiary~~the Equipment was $777,000.00 in ofcash ~~the~~and ~~Registrant~~promissory notes.

~~The~~In ~~Heartland~~addition ~~Shares~~to ~~issued~~contracting towith ~~the~~independent ~~Registrant~~third ~~are~~parties ~~restricted~~for ~~shares~~well ~~and~~drilling ~~cannot~~and ~~be resold~~maintenance ~~unless~~services, ~~they~~Aztec ~~are~~intends ~~subsequently~~to ~~registered~~use ~~pursuant~~the toEquipment ~~the~~in ~~Securities~~connection ~~Act~~with ofthe ~~1933,~~operations asof ~~amended,~~the orRegistrant ~~such~~and ~~sale~~its issubsidiaries ~~pursuant~~by toproviding awell ~~valid exemption from such~~drilling ~~registration.~~services ~~The~~to ~~Stock~~such ~~Purchase~~entities ~~transaction~~in ~~referred~~furtherance toof ~~above~~their ~~did~~development ~~not~~of ~~involve~~their anrespective ~~underwriter~~oil orand ~~placement~~gas ~~agent~~properties and ~~there~~leases. ~~were~~Aztec nointends ~~underwriter’s~~to ~~discounts or~~initially ~~commissions,~~contract ~~or placement agent fees or commissions, paid in connection~~ with ~~the transaction.~~ ~~The~~Heartland ~~Registrant~~Oil isand anGas ~~accredited investor~~Corp., asa ~~defined~~majority byowned ~~Rule~~subsidiary ~~501~~ of the ~~Regulation D~~Registrant, ~~and~~to ~~has~~provide ~~the~~well ~~business~~drilling and ~~financial~~maintenance ~~knowledge~~services toon ~~analyze the risks~~Heartland’s ~~associated~~Cherokee ~~with~~Basin anCoal ~~investment~~Bed Methane Field in the ~~Heartland~~State ~~Shares~~of Kansas. ~~The~~Aztec ~~Stock~~has ~~Purchase~~obtained ~~transaction~~a ~~referred~~license to ~~above~~undertake ~~was~~drilling anoperations ~~exempt transaction~~ in ~~accordance with~~ the ~~provisions~~ ofState ~~Section 4(2)~~ of ~~the~~Kansas ~~Securities~~and ~~Act~~has ~~of 1933, as amended, as a~~moved ~~transaction~~the byEquipment anonto ~~issuer~~the ~~not~~Cherokee ~~involving~~Basin ~~any public offering~~field.

AsWhile ~~part~~the ofRegistrant ~~the~~intends ~~terms~~for ofits ~~the~~subsidiaries ~~Stock~~to ~~Purchase,~~operate at ~~the~~a ~~closing~~net ofprofit, ~~the~~to ~~Stock Purchase~~date ~~transaction~~Aztec ~~Messrs.~~has ~~Kamal~~a ~~Abdallah~~limited ~~and~~operating ~~Christopher~~history ~~McCauley~~and, ~~were~~therefore, ~~each~~the ~~appointed~~Registrant cannot toaccurately ~~the~~predict ~~board~~what ofits ~~directors~~future results of ~~Heartland~~operation towill ~~fill~~be, ~~vacancies~~how onthe ~~that board caused~~closing ~~by the resignations~~ of ~~previous~~the ~~board~~asset ~~members.~~purchase ~~Mr. Abdallah,~~transaction isdescribed ~~the~~above ~~Registrant’s~~and ~~Chief~~memorialized ~~Executive~~in ~~Officer~~the ~~and~~PSA will aimpact ~~member~~the ofoperating ~~its~~results ~~board~~ of ~~directors~~Aztec, ~~and~~or ~~Mr.~~how ~~McCauley, is~~ the ~~Registrant’s~~operations ~~Vice~~of ~~President and General~~Aztec ~~Counsel~~will impact ~~and~~the aoperating ~~member~~results of ~~its~~the ~~board of directors~~Registrant.

The ~~Registrant~~foregoing ~~financed~~description ~~the payment~~ of the ~~Stock~~PSA ~~Purchase~~and ~~Price~~the ~~from~~transactions ~~the~~contemplated ~~partial~~thereby ~~proceeds~~is a summary of ~~the~~terms, ~~Term~~is ~~Loan~~not ~~from~~intended ~~Sheridan~~to asbe ~~described~~complete and is qualified in ~~Item~~its entirety ~~1.01~~by the complete text of ~~this~~that agreement, a copy of which is attached as Exhibit 10.1 to this Report.

~~The~~Section ~~foregoing descriptions of the Stock Purchase Agreement is not intended to be~~3. Securities ~~complete~~ and isTrading ~~qualified in its entirety by the complete text of that agreement, a form of which is attached as Exhibit 10.11 to this Report.~~ Markets

Item 3.02 Unregistered Sales of Equity Securities.

~~Heartland~~On isJune 14, a2007, ~~publicly~~the ~~traded~~Registrant ~~company~~completed ~~whose~~the issuance of 78,166,666 shares ~~currently~~of ~~trade~~its common onstock ~~the~~to certain of its officers and directors in satisfaction of certain ~~Over-the-Counter~~compensation ~~Bulletin~~and ~~Board~~bonuses ~~under~~owed ~~the~~and ~~trading~~payable ~~symbol~~to ~~“HOGC.OB”.~~the ~~Heartland~~Registrant’s isofficers pursuant ~~also~~to atheir ~~Securities~~employment contracts and ~~Exchange~~as ~~Commission~~a ~~(“SEC”)~~bonus ~~reporting~~to ~~company.~~such ~~Therefore,~~officers and directors ~~information~~for the onsuccessful implementation and execution of the Registrant’s business plan and ~~financial~~acquisition ~~condition~~strategy of(the ~~Heartland~~"Stock ~~can~~Issuance"). beThe ~~obtained~~Stock Issuance was approved by ~~visiting~~ the ~~SEC~~Registrant’s ~~website~~board of directors, and the shares so issued were valued on issuance at ~~www.sec.gov.~~the closing price of the Registrant’s common stock on the date of issuance.

~~Acquisition of Outstanding Promissory Notes of Heartland Oil & Gas Corp.~~2

On ~~April~~June 2015, 2007, the Registrant ~~closed~~completed ~~a note purchase transaction (~~the ~~“Note Purchase”)~~issuance ~~pursuant to the terms and conditions~~ of ~~a Note Purchase Agreement~~50, ~~dated~~000,000 ~~April~~shares ~~19,~~of ~~2007,~~its ~~between the~~common ~~Registrant~~stock asto ~~the buyer and SDS Capital Group SPC, Ltd~~Mr. ~~and~~Kamal ~~Baystar Capital II~~Abdallah, ~~L.P. (together~~ the ~~“Sellers”)~~Registrant’s ~~whereby~~Chief ~~the~~Executive ~~Registrant~~Officer ~~purchased Four~~and ~~Million,~~a ~~Seven~~member ~~Hundred~~of ~~and~~its ~~Fifty-six~~board ~~Thousand~~of ~~Dollars ($4~~directors,~~756,000)~~ in ~~face amount~~satisfaction of an outstanding ~~Convertible Senior Secured Promissory Notes of~~debt ~~Heartland~~ ~~(the “Heartland Notes”) for an aggregate purchase price~~ of $1,~~500~~000,000.00 inowed ~~cash and~~by ~~26,260,504~~the ~~restricted~~Registrant ~~shares~~to ofMr. ~~common~~Abdallah. ~~stock~~The issuance of the ~~Registrant, valued~~shares ~~on the~~of ~~Closing~~common ~~Date~~stock ~~for~~in ~~the~~repayment ~~purposes~~ of the ~~Note~~outstanding ~~Purchase~~liability ~~Agreement~~to atMr. ~~$1,250,000~~Abdallah was ~~(collectively~~approved by the ~~“Note~~Registrant’s ~~Purchase~~board ~~Price”)~~of directors. ~~The~~Mr. ~~Heartland~~Abdallah ~~Notes~~did ~~are secured by all~~not ~~the~~participate ~~assets~~in ofthe ~~Heartland~~board’s ~~and~~deliberations ~~its~~relating ~~subsidiaries~~to ~~and~~the ~~mature~~repayment onof ~~December 31,~~this ~~2007~~liability.

AsThe ~~additional~~shares ~~consideration~~of ~~for~~common stock issued in the ~~Heartland~~above ~~Notes,~~described transactions are restricted shares and were issued in a transaction exempt from the ~~Registrant~~registration requirements ~~has~~of ~~agreed~~the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(2) of the Securities Act. The shares so issued are subject ~~cause~~to ~~Heartland~~Rule to144 ~~issue~~under the ~~Sellers~~Securities 5%Act, ofand ~~Heartland’s~~therefore, ~~common~~generally ~~stock~~cannot ~~after~~be ~~giving~~resold ~~effect~~for toa period of twelve months from the ~~issuance~~date of issuance. No general solicitations were made in connection with the ~~Heartland~~above ~~Shares~~described stock issuances, and orprior ~~approximately~~to 5making any offer or sale,~~125,000~~ the Registrant had reasonable grounds to believe and believed that the recipients of the shares were capable of evaluating ~~Heartland’s~~the ~~common~~merits ~~stock~~and risks of the receiving the shares and were able to bear the economic risk of holding the shares.

AsItem part of the terms of the Note Purchase transaction, the Sellers assigned to the Registrant all of their rights under the Security Agreement between Heartland and the Sellers (the “Heartland Security Agreement”) pursuant to which the Heartland Notes are securitized by all of the assets of Heartland and its subsidiaries9.01 AsFinancial aStatements ~~condition to the closing of the Note Purchase, Heartland executed consents to the transfer of the Heartland Notes~~ and ~~the assignment by the Sellers of their security interests under the Heartland Security Agreement.~~ Exhibits

~~The~~(d) ~~Heartland Notes do not pay interest but are convertible into shares of Heartland’s common stock based on a conversion price of $0~~Exhibits.04 per share. Under the terms of this conversion provision, the Heartland Notes acquired by the Registrant are convertible into 118,900,000 shares of Heartland’s common stock. In the event of a full conversion of the Heartland Notes to Heartland common stock, the Registrant would hold 169,521,764 shares of Heartland common stock, equal to approximately 70% of the then outstanding Heartland common shares.

The Heartland Notes purchased by the Registrant, and the underlying common shares to be issued upon conversion, are restricted securities and cannot be resold unless they are subsequently registered pursuant to the Securities Act of 1933, as amended, or such sale is pursuant to a valid exemption from such registration. The Note Purchase transaction referred to above did not involve an underwriter or placement agent and there were no underwriter’s discounts or commissions, or placement agent fees or commissions, paid in connection with the transaction. The Registrant is an accredited investor, as defined by Rule 501 of Regulation D, and has the business and financial knowledge to analyze the risks associated with an investment in the Heartland Notes. The Note Purchase transaction referred to above was an exempt transaction in accordance with the provisions of Section 4(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering.

The Registrant financed the cash portion of the Note Purchase Price from the partial proceeds of the Term Loan from Sheridan as described in Item 1.01 of this Report.

The foregoing descriptions of the Heartland Notes and the Note Purchase transaction, and the agreements executed in connection therewith, are not intended to be complete and are qualified in their entirety by the complete text of those documents and agreements, forms of which are attached as Exhibits 10.12, 10.13, 10.14 and 10.15 to this Report.

Section 9. Financial Statement and Exhibits.

UNAUDITED PRO FORMA CONSOLIDATED

CONDENSED FINANCIAL STATEMENTS

On April 20, 2007, Universal Property Development and Acquisition Corporation (“UPDA” or the “Company”) purchased a total of 50,631,764 restricted shares of Heartland Oil and Gas Corp.’s (“Heartland”) common stock, representing approximately 52% of the total outstanding common shares of Heartland, for a total purchase price of $1,000,000.00. In addition, UPDA acquired certain outstanding Heartland promissory notes with an aggregate principal amount of $4,756,000.00 for $1,500,000.00 and 26,260,504 restricted shares of UPDA Common Stock valued at $1,250,000.00 based on the 10 day average trading price prior to the date of closing. These promissory notes do not pay interest but are convertible into shares of Heartland common stock based on a conversion price of $0.04 per share.

Financing for this acquisition was provided by Sheridan Asset Management, LLC (“Sheridan”) through a term loan valued at $3,635,000.00.

This unaudited pro forma information should be read in conjunction with the consolidated financial statements of the Company included in our annual report filed on Form 10-KSB for the year ended December 31, 2006.

The following unaudited pro forma balance sheet has been prepared in accordance with accounting principles generally accepted in the United States of America, which gives effect to the acquisition of a controlling stake in Heartland and the financing raised by UPDA in connection with the purchase, as if the acquisition, and financing occurred on December 31, 2006, and combines the consolidated balance sheet of the Company as of December 31, 2006 which is included in the Company’s Form 10-KSB as of December 31, 2006.

Universal Property Development and Acquisition, Inc. (UPDA)

December 31, 2006

	A			B
	UPDA			Heartland
	December 31, 2006			December 31, 2006			Financing				Pro forma adjustments				Total Pro forma
Current assets:
Cash and cash equivalents	$	12,439		$	75,724		$	1,126,000		C	$	-		D,C	$	1,214,163
Restricted Cash		255,831			-											255,831
Accounts receivable - oil and gas sales		162,352			-											162,352
Overadvanced royalties due from oil and gas lease property owners		100,308			-											100,308
Inventory		246,789			-											246,789
Other current assets		118,934			183,375											302,309
Investment in Continental												0		D, G		0
Total current assets		896,653			259,099			1,126,000				0				2,281,752
Property and equipment
Oil and gas properties - Proven		1,307,204			792,504											2,099,708
Not subject to amortization (Unproved)		1,902,465			1,688,889											3,591,354
Pipeline and facilities		-			2,521,670											2,521,670
Accumulated depreciation for pipeline and facilities		-														0
Net oil and gas properties		3,209,669			5,003,063			0				0				8,212,732
Oil field equipment and other fixed assets, at cost, net of
accumulated depreciation of $55,110 and $104, respectiely		2,040,036			-											2,040,036
Other property and equipment, net of accumulated depreciation of
$122,712 and $85,984, respectively		-			94,271											94,271
Property and equipment, net		5,249,705			5,097,334			0				0				10,347,039
Other assets
Deposits towards pending oil oriented acquisitions		150,000			-											150,000
Total assets	$	6,296,358		$	5,356,433		$	1,126,000			$	0			$	12,778,791
Current liabilities:
Accounts payable and accrued expenses	$	1,264,451		$	214,180										$	1,478,631
Convertible notes due to related parties		-			68,554			(2,750,000	)	C,D		4,410,446		E,F,H		1,729,000
Notes payable - related parties		954,696			-											954,696
Notes payable - Sheridan		-			-			3,635,000		C						3,635,000
Discount on note								(2,349,629	)	C						(2,349,629	)
Due to USPX		6,054			-											6,054
Due to royalty holders		27,118			-											27,118
Income taxes payable		3,019			-											3,019
Deposit for sale of minority equity interests in subsidiaries		1,000,000			-											1,000,000
Other current liabilities		32,931			-											32,931
Total current liabilities		3,288,269			282,734			(1,464,629	)			4,410,446				6,516,820
Long-term asset retirement obligation		-			227,040											227,040
Total Liabilities		3,288,269			509,774			(1,464,629	)			4,410,446				6,743,860
30% minority interest in Heartland												1,453,998		I		1,453,998
35% minority interest in Canyon Creek Oil & Gas, Inc. subsidiary		203,215			-											203,215
25% minority interest in Texas Energy, Inc. subsidiary		(10,262	)		-											(10,262	)
30% minority interest in West Oil & Gas, Inc. subsidiary		(10,370	)		-											(10,370	)
20% minority interest in Ambient Wells Services subsidiary		(171	)		-											(171	)
Minority Interest		182,412			0			0				1,453,998				1,636,410
Common stock, 2,000,000,000 shares $.001 par value authorized, 368,263,108		368,263			-											368,263
Convertible preferred stock		237			-											237
Class A convertible preferred stock, 100,000 shares issued and outstanding		1,000,000			-											1,000,000
Class B convertible preferred stock 6,213 shares issued and outstanding		6,213,000			-											6,213,000
Heartland common stock issued, and outstanding at December 31, 2006		-			46,737							(46,737	)	G		0
Additional paid-in capital		214,740,065			51,215,858			2,590,629		C		(51,215,858	)	G		217,330,694
Accumulated deficit		(219,495,888	)		(46,415,936	)						45,398,151		F,G,D,I		(220,513,673	)
Total equity		2,825,677			4,846,659			2,590,629				(5,864,444	)			4,398,521
Total liabilities and equity	$	6,296,358		$	5,356,433		$	1,126,000			$	0			$	12,778,791

The following unaudited pro forma statement of operations for the year ended December 31, 2006 has been prepared in accordance with accounting principles generally accepted in the United States of America to give effect to the April 20, 2007 acquisition of Heartland as if the transaction occurred on January 1, 2006. Pro forma adjustments include interest expenses related to the financing of the transaction, minority interest adjustments and an increase in the weighted average shares outstanding.

Universal Property Development and Acquisition, Inc. (UPDA) Pro forma Statement of Operations December 31, 2006

	A UPDA			B Heartland			Pro forma adjustments				Total Pro forma
Revenue:
Natural gas sales	$	114,683		$	376,717						$	491,400
Oil sales		466,596			-							466,596
Compression & transportation revenue		-			22,625							22,625
Total Revenue		581,279			399,342			0				980,621
Costs and operating expenses:
Lease operating expenses		739,740			-							739,740
Depletion expense		77,787			-							77,787
Loss on impairment of oil and gas properties		875,698			-							875,698
Gas production		-			426,525							426,525
Production tax		-			31,347							31,347
Impairment of oil and gas property		-			442,287							442,287
Exploration expense		-			151,164							151,164
Depreciation, depletion & accretion		55,005			385,261							440,266
General and administrative		980,901			1,343,496							2,324,397
Consulting fees and services, including $1,630,570
and $8,122,973 for the years ended December 31, 2006 and 2005 incurred via issuance of common shares		2,538,668			394,986							2,933,654
Payroll and related benefits		561,634			-							561,634
Total costs and operating expenses		5,829,433			3,175,066			0				9,004,499
Operating loss		(5,248,154	)		(2,775,724	)		0				(8,023,878	)
Other Income (expenses):
Gain on write off of loans and other liabilities no longer due and payable		55,086			-							55,086
Interest Expense		(8,327	)		-			(2,349,629	)	J		(2,357,956	)
Interest Income		5,831			19,795							25,626
Loss on sale of oil lease to American Flourite		(51,123	)		-							(51,123	)
Loss on termination of Sundial joint venture		(658,007	)		-							(658,007	)
Gain on sale of oil leases to Avalon Oil and Gas, Inc. net					-							0
of realized loss in value of proceeds of Avalon Oil and Gas, Inc. common stock received of $787,500		28,000			-							28,000
Total other income (expenses)		(628,540	)		19,795			(2,349,629	)			(2,958,374	)
Net loss before provision for income taxes and extraordinary gain		(5,876,694	)		(2,755,929	)		(2,349,629	)			(10,982,252	)
Extraordinary gain on exchange of preferred stock for convertible notes		-			1,299,958							1,299,958
Provision for income taxes (current)		(800	)		-					M		(800	)
Net loss before minority interest		(5,877,494	)		(1,455,971	)		(2,349,629	)			(9,683,094	)
Add, 30% minority interest in Heartland								(436,791	)	K		(436,791	)
Add, 35% minority interest in net (loss) of Canyon Creek Oil & Gas, Inc.		(406,476	)		-							(406,476	)
Add, 25% minority interest in net (loss) of Texas Energy Inc.		(10,262	)		-							(10,262	)
Add, 30% minority interest in net (loss) of West Oil & Gas, Inc. subsidiary		(10,370	)		-							(10,370	)
Add, 20% minority interest in net (loss) of Ambient Wells Services		(171	)		-							(171	)
Minority Interest		(427,279	)		0			(436,791	)			(864,070	)
Net loss after minority interest	$	(5,450,215	)	$	(1,455,971	)	$	(1,912,838	)		$	(8,819,024	)
Preferred stock dividend resulting from change in conversion feature on unlettered stock		(24,338,053	)		-							(24,338,053	)
Net loss available to common shareholders	$	(29,788,268	)	$	(1,455,971	)	$	(1,912,838	)		$	(33,157,077	)
Basic and diluted net loss per weighted-average shares common stock outstanding	$	(0.03	)								$	(0.04	)
					-
Diluted loss attributable to common stockholders per weighted average shares outstanding	$	(0.17	)								$	(0.16	)
					-
					-
Weighted-average number of shares of common stock outstanding		174,903,158								L		201,163,662

These unaudited pro forma financial statements are prepared for informational purposes only and are not necessarily indicative of future results or of actual results that would have been achieved had the acquisition of Heartland been consummated as of the dates specified above.

Notes to the Pro Forma Consolidated Condensed Balance Sheet (unaudited)

A. Information was derived from the Form 10-KSB/A of UPDA for the period ended December 31, 2006.

B. Information was derived from the Form 10-KSB of Heartland for the period ended December 31, 2006.

C. Represents the term loan from Sheridan of $3,635,000.00 with an OID and origination fees totaling $1,009,000.00. In addition, it includes warrants issued to Sheridan related to the term loan with a value of $1,340,629.00.

D. Represents the purchase of 50,631,764 shares of Heartland common stock for $1 million in cash.

E. Represents pro forma accretion of the Heartland debt back up to the original debt amount of $6.3 million plus additional debt of $185,000.00 incurred in the first quarter of 2007.

F. Represents elimination of UPDA gain of $2,006,000 on purchase of the $4,756,000 of Heartland debt for $2,750,000. ($1.50 million of cash and $1.25 million in stock).

G. Represents the elimination of Heartland equity against the UPDA investment.

H. Represents the UPDA purchase of $4,756,000.00 of outstanding debt for $1,500,000.00 in cash and 26,260,504 shares of UPDA’s common stock valued at $1,250,000.00 based on a ten day average trading price prior to the close.

I. Represents the pro forma minority shareholder’s interest of Heartland.

Notes to the Pro Forma Consolidated Condensed Statement of Operations (unaudited)

A. Information was derived from the Form 10-KSB/A of UPDA for the period ended December 31, 2006.

B. Information was derived from the Form 10-KSB of Heartland for the period ended December 31, 2006.

J. Represents interest expense on the Sheridan term loan comprised of $1,340,629.00 of non cash interest related to warrants issued and OID of $1,009,000.00.

K. Represents the Heartland minority shareholder’s loss on a pro forma basis.

L. Represents 26,260,504 shares of UPDA Common Stock issued in the purchase of Heartland debt.

M. We have not included any computation for pro forma income taxes as both companies are in a loss position and have substantial net loss carried forward.

The following Exhibits are hereby filed as part of this Current Report on Form 8-K:

Exhibit		Description
10.1		Loan Agreement, dated as of April 6, 2007, between Universal Property Development and Acquisition Corporation, a Nevada corporation, Canyon Creek Oil & Gas, Inc. and Catlin Oil & Gas, Inc., Nevada corporations, Kamal Abdallah, Christopher McCauley and Sheridan Asset Management, LLC, a Delaware limited liability company. #
10.2		Senior Secured Promissory Note of Universal Property Development and Acquisition Corporation, a Nevada corporation, dated April 6, 2007. #
10.3		Security Agreement, dated as of April 6, 2007, by and between Universal Property Development and Acquisition Corporation, a Nevada corporation, Canyon Creek Oil & Gas, Inc. and Catlin Oil & Gas, Inc., Nevada corporations, Kamal Abdallah, Christopher McCauley and Sheridan Asset Management, LLC, a Delaware limited liability company. #
10.4		Escrow Agreement, dated April 6, 2007, between Sheridan Asset Management, LLC, Universal Property Development and Acquisition Corporation, and Kattan Muchin Rosenman LLP. #
10.5		Subordination Agreement, dated as of April 6, 2007, by and among Kamal Abdallah, Universal Property Development and Acquisition Corporation, a Nevada corporation, and Sheridan Asset Management, LLC, a Delaware limited liability company. #
10.6		Subsidiary Guarantee, dated as of April 6, 2007, made by each of the signatories hereto, in favor of Sheridan Asset Management LLC, to that certain Loan Agreement, dated as of the date hereof, between Universal Property Development and Acquisition Corporation, a Nevada corporation and the Lender as executed by Canyon Creek Oil & Gas, Inc. and Catlin Oil & Gas, Inc., Nevada corporations. #
10.7		Guarantee Agreement, dated as of April 6, 2007, made by each of the signatories hereto, in favor of Sheridan Asset Management LLC, to that certain Loan Agreement, dated as of the date hereof, between Universal Property Development and Acquisition Corporation, a Nevada corporation and the Lender as executed by Mr. Kamal Abdallah. #
10.8		Guarantee Agreement, dated as of April 6, 2007, made by each of the signatories hereto, in favor of Sheridan Asset Management LLC, to that certain Loan Agreement, dated as of the date hereof, between Universal Property Development and Acquisition Corporation, a Nevada corporation and the Lender as executed by Mr. Christopher McCauley. #

Exhibit

Description

10.1 Form of Purchase and Sale Agreement between Aztec Well Services, Inc. and Universal Property Development and Acquisition Corporation, Nevada corporations, hereinafter referred to as Buyer, and GLAZE Drilling, a Kansas sole proprietorship owned by R.S. (Susie) Glaze, hereinafter referred to as Seller.

10.9		Form of Common Stock Purchase Warrant, with an issue date of April 6, 2007, for the purchase of 22,343,821 shares of the Registrant’s common stock issued to Sheridan Asset Management, LLC, a Delaware limited liability company. #
10.10		Registration Rights Agreement, made and entered into as of April 6, 2007, between Universal Property Development and Acquisition Corporation, a Nevada corporation, and Sheridan Asset Management, LLC, a Delaware limited liability company. #
10.11		Stock Purchase Agreement, entered into as of April 19, 2007, by and between Heartland Oil and Gas, Corp., a Nevada corporation and Universal Property Development & Acquisition Corporation, a Nevada corporation. #
10.12		Note Purchase Agreement, dated as of April 19, 2007, by and among SDS Capital Group SPC, Ltd., BayStar Capital II, L.P., and Universal Property Development & Acquisition Corporation, a Nevada corporation. #
10.13		Form of Security Agreement, made as of September 29, 2006, by and between Sheridan Asset Management, LLC (together with its successors and permitted assigns, the “Secured Party”); Heartland Oil & Gas Corp. (together with its successors and permitted assigns, the “Borrower”); and the subsidiaries of Borrower. #
10.14		Form of Convertible Senior Secured Promissory Note, dated September 29, 2006, as issued by Heartland Oil & Gas Corp., as the borrower, to SDS Capital Group SPC, Ltd. and/or BayStar Capital II, L.P., as the lender. #
10.15		Form of ASSIGNMENT AND ASSUMPTION AGREEMENT, entered into as of April 19, 2007 by and between SDS Capital Group SPC, Ltd.] [BayStar Capital II, L.P. (“Assignor”), and Universal Property Development & Acquisition Corporation (“Assignee”), pursuant to that certain Note Purchase Agreement dated as of April 19, 2007 by and among Assignor, and the Assignee. #
99.1		Press Release dated April April 23, 2007. #

# Filed Herewith.

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
Dated: April 23, 2007	By:	/s/ Kamal Abdallah
		Kamal Abdallah President and Principal Executive Officer


	UNIVERSAL PROPERTY DEVELOPMENT AND ACQUISITION CORPORATION

	By:	/s/ Kamal Abdallah
		Kamal Abdallah
		President and Principal Executive Officer

123

~~Exhibit~~EXHIBIT ~~Index~~INDEX

Exhibit		Description
10.1		Loan Agreement, dated as of April 6, 2007, between Universal Property Development and Acquisition Corporation, a Nevada corporation, Canyon Creek Oil & Gas, Inc. and Catlin Oil & Gas, Inc., Nevada corporations, Kamal Abdallah, Christopher McCauley and Sheridan Asset Management, LLC, a Delaware limited liability company. #
10.2		Senior Secured Promissory Note of Universal Property Development and Acquisition Corporation, a Nevada corporation, dated April 6, 2007. #
10.3		Security Agreement, dated as of April 6, 2007, by and between Universal Property Development and Acquisition Corporation, a Nevada corporation, Canyon Creek Oil & Gas, Inc. and Catlin Oil & Gas, Inc., Nevada corporations, Kamal Abdallah, Christopher McCauley and Sheridan Asset Management, LLC, a Delaware limited liability company. #
10.4		Escrow Agreement, dated April 6, 2007, between Sheridan Asset Management, LLC, Universal Property Development and Acquisition Corporation, and Kattan Muchin Rosenman LLP. #
10.5		Subordination Agreement, dated as of April 6, 2007, by and among Kamal Abdallah, Universal Property Development and Acquisition Corporation, a Nevada corporation, and Sheridan Asset Management, LLC, a Delaware limited liability company. #
10.6		Subsidiary Guarantee, dated as of April 6, 2007, made by each of the signatories hereto, in favor of Sheridan Asset Management LLC, to that certain Loan Agreement, dated as of the date hereof, between Universal Property Development and Acquisition Corporation, a Nevada corporation and the Lender as executed by Canyon Creek Oil & Gas, Inc. and Catlin Oil & Gas, Inc., Nevada corporations. #
10.7		Guarantee Agreement, dated as of April 6, 2007, made by each of the signatories hereto, in favor of Sheridan Asset Management LLC, to that certain Loan Agreement, dated as of the date hereof, between Universal Property Development and Acquisition Corporation, a Nevada corporation and the Lender as executed by Mr. Kamal Abdallah. #
10.8		Guarantee Agreement, dated as of April 6, 2007, made by each of the signatories hereto, in favor of Sheridan Asset Management LLC, to that certain Loan Agreement, dated as of the date hereof, between Universal Property Development and Acquisition Corporation, a Nevada corporation and the Lender as executed by Mr. Christopher McCauley. #
10.9		Form of Common Stock Purchase Warrant, with an issue date of April 6, 2007, for the purchase of 22,343,821 shares of the Registrant’s common stock issued to Sheridan Asset Management, LLC, a Delaware limited liability company. #
10.10		Registration Rights Agreement, made and entered into as of April 6, 2007, between Universal Property Development and Acquisition Corporation, a Nevada corporation, and Sheridan Asset Management, LLC, a Delaware limited liability company. #
10.11		Stock Purchase Agreement, entered into as of April 19, 2007, by and between Heartland Oil and Gas, Corp., a Nevada corporation and Universal Property Development & Acquisition Corporation, a Nevada corporation. #
10.12		Note Purchase Agreement, dated as of April 19, 2007, by and among SDS Capital Group SPC, Ltd., BayStar Capital II, L.P., and Universal Property Development & Acquisition Corporation, a Nevada corporation. #
10.13		Form of Security Agreement, made as of September 29, 2006, by and between _____________ (together with its successors and permitted assigns, the “Secured Party”); Heartland Oil & Gas Corp. (together with its successors and permitted assigns, the “Borrower”); and the subsidiaries of Borrower. #
10.14		Form of Convertible Senior Secured Promissory Note, dated September 29, 2006, as issued by Heartland Oil & Gas Corp., as the borrower, to SDS Capital Group SPC, Ltd. and/or BayStar Capital II, L.P., as the lender. #
10.15		Form of ASSIGNMENT AND ASSUMPTION AGREEMENT, entered into as of April 19, 2007 by and between SDS Capital Group SPC, Ltd.] [BayStar Capital II, L.P. (“Assignor”), and Universal Property Development & Acquisition Corporation (“Assignee”), pursuant to that certain Note Purchase Agreement dated as of April 19, 2007 by and among Assignor, and the Assignee. #
99.1		Press Release dated April __, 2007. #

The following Exhibits are filed herewith:

~~# Filed Herewith.~~Exhibit Description

1310.1 Form of Purchase and Sale Agreement between Aztec Well Services, Inc. and Universal Property Development and Acquisition Corporation, Nevada corporations, hereinafter referred to as Buyer, and GLAZE Drilling, a Kansas sole proprietorship owned by R.S. (Susie) Glaze, hereinafter referred to as Seller.

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