UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING



(Check One)   [ ] Form 10-KSB   [ ] Form 20-F    [ ] Form 11-K     [X] Form 10-Q
              [ ] Form 10-D     [ ] Form N-SAR   [ ] Form N-CSR


         For Period Ended:          June 30, 2006
                           -------------------------------
                  [ ] 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 Transition Period Ended: ______________________________

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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.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:


PART I REGISTRANT INFORMATION

Full Name of Registrant:   Universal Property Development and Acquisition
                           Corporation

Former Name if Applicable:

         14255 U.S. Highway 1, Suite 209
         ---------------------------------------------------------
         Address of Principal Executive Office (Street and Number)

         Juno Beach, Florida  33408
         -------------------  -----
         City, State and Zip Code


PART II RULES 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-KSB, Form 20-F, 11-K. Form N-SAR or Form N-CSR, 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-QSB,
the subject distribution report on Form 10-D, 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 the reasons why Forms 10-KSB, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof could not be
filed within the prescribed period. (Attach Extra Sheets if Needed)

      Universal Property Development and Acquisition Corporation (the
"Registrant") was not, without unreasonable effort or expense, able to complete
its consolidated financial statement for the quarter ended June 30, 2005, by the
close of business on August 15, 2006. Because of the Registrant's entry into new
business relationships and the alteration of existing business relationships,
the accounting work necessary to prepare the consolidated financial statements
required for the period ended June 30, 2006, and the review of the Registrant's
consolidated financial statements by its independent accounts could not be
completed before the filing deadline without unreasonable effort or expense.
Thus, the Registrant requires additional time to properly complete and file its
Form 10-Q for the period ended June 30, 2006.

      The Registrant will file its Form 10-QSB for the quarter ended June 30,
2006, no later than the fifth calendar day after the due date of such Form
10-QSB.


PART IV OTHER INFORMATION

      (1) Name and telephone number of person to contact in regard to this
notification

      Christopher  J. McCauley          (561)                    630-2977
- --------------------------------------------------------------------------------
             (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
           ----------------------------------------------------------
                  (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 14, 2006          By: /s/  Kamal Abdallah
                                   ---------------------------------------------
                                   Kamal Abdallah, Chief Executive Officer


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