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):    September 26, 2007 
  
            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 209 
                            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 8.   Other Information. 
  
 On September 26, 2007, the Registrant and Heartland Oil and Gas Corp. (“HTOG”), 
 a Nevada corporation and a majority owned subsidiary of the Registrant, agreed 
 to terms for the conversion of all the outstanding promissory notes of HTOG held 
 by the Registrant, with a principal amount of $4,756,000, into shares of HTOG’s 
 Series B Convertible Preferred Stock (the “Note Conversion”). Pursuant to the 
 terms of the Note Conversion, HTOG agreed to issue, and the Registrant agreed to 
 accept, one (1) share of Series B Convertible Preferred Stock (the “Series B 
 Preferred”) for each one (1) dollar of note principal amount converted. Under 
 these terms, the Registrant agreed to present all of the promissory notes of 
 HTOG held by it for conversion and for such conversion to have an effective date 
 of September 26, 2007. On September 26, 2007, the board of directors of the 
 Registrant approved the terms of the Note Conversion. 
  
 As a result of the Note Conversion, HTOG issued an aggregate of 4,756,000 shares 
 of Series B Preferred stock to the Registrant in exchange for all the 
 outstanding promissory notes of HTOG held by the Registrant, and all such 
 promissory notes were retired by HTOG as of September 26, 2007. The shares of 
 Series B Preferred issued to the Registrant are restricted shares and were 
 issued in a transaction exempt from the registration requirements of the 
 Securities Act of 1933, as amended (the “Act”) pursuant to Section 4(2) of the 
 Act and Rule 506 of Regulation D thereunder. The shares issued to UPDA are 
 subject to Rule 144 under the Act and therefore generally cannot be resold for a 
 period of twelve months from the date of issuance. 
  
 Pursuant to the terms of the Certificate of Designation of Powers, Preferences 
 and Rights of the Series B Preferred, each share of Series B Preferred stock 
 held by the Registrant is currently convertible into twenty-five (25) shares of 
 HTOG’s common stock and the Registrant has the right to vote the shares of 
 Series B Preferred on an “as converted” basis in any and all matters for which 
 the holders of HTOG’s common stock are entitled to vote. The 4,756,000 shares of 
 Series B Preferred stock held by the Registrant is currently convertible into an 
 aggregate of 118,900,000 shares of HTOG’s common stock. Each share of Series B 
 Preferred also has a liquidation preference over HTOG’s common stock in the 
 amount of one (1) dollar per share. The shares of HTOG’s common stock issuable 
 to the Registrant upon conversion of the Series B Preferred would be restricted 
 stock upon issuance and would be subject to Rule 144 under the Securities Act, 
 and, therefore, generally could not be resold for a period of twelve months from 
 the date of issuance of the Series B Preferred. 
  
                                    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. 
  
 Dated: October 11, 2007 
  
          UNIVERSAL PROPERTY DEVELOPMENT             
          AND ACQUISITION CORPORATION                
                                                     
     By:  /s/ Kamal Abdallah                         
          Kamal Abdallah                             
          President and Principal Executive Officer