**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**







**FORM
      10-QSB**




**(Mark
      one)**




**x**
            **Quarterly
                Report Under Section 13 or 15(d) of the Securities Exchange Act of
                1934**




**For
      the Quarterly Period Ended April 30, 2006**


**or**




** ̈**
            **Transition
                Report Under Section 13 or 15(d) of the Securities Exchange Act of
                1934**




**Commission
      File Number 000-50491**









**UniPro
      Financial Services, Inc.**


**(Name
      of small business issuer in its charter)**




**Florida**
            **65-1193022****(State
                or other jurisdiction**
              **of
                incorporation or organization)**
            **(I.R.S.
                Employer**
              **Identification
                No.)****31200
                Via Colinas, Suite 200**
              **Westlake
                Village, California**
            **91362****(Address
                of principal executive offices)**
            **(Zip
                Code)**




**Issuer’s
      telephone number: (818) 597-7552**











Check
      whether the issuer (1) has filed all reports required to be filed by
      Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
      such shorter period that the Registrant was required to file such reports),
      and
      (2) has been subject to such filing requirements for the past 90
      days.    Yes x No  ̈




Indicate
      by check mark whether the registrant is an accelerated filer (as defined in
      Rule
      12b-2 of the Act). Yes  ̈ No x




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act)    Yes x No  ̈




As
      of
      June 14, 2006 there were 5,319,868 shares of common stock, $.001 par value,
      issued and outstanding.








**UniPro
      Financial Services, Inc.**




Table
      of
      Contents





PagePART
                I -
            
            FINANCIAL
                INFORMATIONItem
                1.
            
            Financial
                Statements (Unaudited):Consolidated
                Balance Sheet as of April 30, 2006
            3Consolidated
                Statements of OperationsThree
                and six months ended April 30, 2006 and 2005 and for the period from
                September 8, 2005(reestablishment of development stage company) to April 30,
                2006
            4Consolidated
                Statements of Cash FlowsSix
                months ended April 30, 2006 and 2005 and for the period from September
                8,
                2005(reestablishment of development stage
                company) to April 30, 2006
            5Consolidated
                Statements of Changes in Stockholders' Equity (Deficit)For
                the period from November 1, 2004 through April 30, 2006
            6Notes
                to Financial Statements (Unaudited)
            7Item
                2.
            
            Management's
                Discussion and Analysis or Plan of Operation
            10Item
                3.
            
            Controls
                and Procedures
            12PART
                II -
            
            OTHER
                INFORMATIONItem
                1.
            
            Legal
                Proceedings
            12Item
                2.
            
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            12Item
                3.
            
            Defaults
                Upon Senior Securities
            13Item
                4.
            
            Submission
                of Matters to a Vote of Security Holders.
            13Item
                5.
            
            Other
                Information
            13Item
                6.
            
            Exhibits
                and Reports on Form 8-K
            13




2


**PART
      I - FINANCIAL INFORMATION**





**Item
      1.**  **Financial
      Statements.**


UNIPRO
        FINANCIAL SERVICES, INC.
 (A
        Development Stage Company)
 CONSOLIDATED
        BALANCE SHEET
 APRIL
        30,
        2006
 (Unaudited)
 
 ASSETSCurrent
                  assets:Cash
                  and cash equivalents
              
              $
              71,285Total
                  assets
              
              $
              71,285LIABILITIES
                  AND STOCKHOLDERS' DEFICITCurrent
                  liabilities:Accounts
                  payable
              
              $
              41,975Convertible
                  note payable, net of unamortized debtdiscount
                  of $17,076
              
              
              82,924Total
                  current liabilities
              
              
              124,899Stockholders'
                  deficit:Preferred
                  stock, $0.001 par value; 5,000,000 sharesauthorized,
                  none issued and outstanding
              
              
              -Common
                  stock, $0.001 par value; 65,000,000 sharesauthorized,
                  5,319,868 shares issued and outstanding
              
              
              5,320Additional
                  paid-in capital
              
              
              415,307Accumulated
                  deficit prior to development stage
              
              
              (336,399
              )Deficit
                  accumulated during the development stage
              
              
              (137,842
              )Total
                  stockholders' deficit
              
              
              (53,614
              )Total
                  liabilities and stockholders' deficit
              
              $
              71,285
 
 The
        accompanying notes are an integral part of these consolidated financial
        statements.
  3
 
 UNIPRO
        FINANCIAL SERVICES, INC.
 (A
        Development Stage Company)
 CONSOLIDATED
        STATEMENTS OF OPERATIONS
 (Unaudited)
 
 Cumulative
                  Periodfrom
                  September 8, 2005(Reestablishment
                  ofDevelopment
                  StageFor
                  the Three Months
              
              For
                  the Six Months
              
              Company)
                  toEnded
                  April 30,
              
              Ended
                  April 30,
              
              April
                  30,2006
              
              2005
              
              2006
              
              2005
              
              2006Operating
                  expenses:Professional
                  fees
              
              
              19,513
              
              
              -
              
              
              35,363
              
              
              -
              
              
              83,108Other
                  general and administrative
              
              
              15,128
              
              
              -
              
              
              23,477
              
              
              -
              
              
              27,765Total
                  operating expenses
              
              
              34,641
              
              
              -
              
              
              58,840
              
              
              -
              
              
              110,873Loss
                  from continuing operations before interest anddiscontinued
                  operations
              
              
              (34,641
              )
              
              -
              
              
              (58,840
              )
              
              -
              
              
              (110,873
              )Interest
                  expense, net
              
              
              11,515
              
              
              -
              
              
              23,088
              
              
              -
              
              
              26,969Loss
                  from continuing operations before discontinuedoperations
              
              
              (46,156
              )
              
              -
              
              
              (81,928
              )
              
              -
              
              
              (137,842
              )(Loss)
                  income from discontinued operations
              
              
              -
              
              
              (124
              )
              
              -
              
              
              1,830
              
              
              -Net
                  (loss) income
              
              $
              (46,156
              )
              $
              (124
              )
              $
              (81,928
              )
              $
              1,830
              
              $
              (137,842
              )Basic
                  and fully diluted net loss per shareLoss
                  before discontinued operations
              
              $
              (0.01
              )
              $
              -
              
              $
              (0.02
              )
              $
              -(Loss) income from
                  discontinued operations
              
              
              -
              
              
              (0.00
              )
              
              -
              
              
              0.00$
              (0.01
              )
              $
              (0.00
              )
              $
              (0.02
              )
              $
              0.00Weighted
                  average number of shares used in computingbasic
                  and fully diluted loss per share amounts
              
              
              5,313,688
              
              
              5,476,983
              
              
              5,311,746
              
              
              5,476,983
 The
          accompanying notes are an integral part of these consolidated financial
          statements.
 
  4
 
 UNIPRO
        FINANCIAL SERVICES, INC.
 (A
        Development Stage Company)
 CONSOLIDATED
        STATEMENTS OF CASH FLOWS
 (Unaudited)
 
 Cumulative
                  Periodfrom
                  September 8, 2005(Reestablishment
                  ofDevelopment
                  StageCompany)
                  toFor
                  the Six Months Ended April 30,
              
              April
                  30,2006
              
              2005
              
              2006CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  (loss) income
              
              $
              (81,928
              )
              $
              1,830
              
              $
              (137,842
              )Less:
                  income from discontinued operations
              
              
              -
              
              
              (1,830
              )
              
              -Loss
                  from continuing operations
              
              
              (81,928
              )
              
              -
              
              
              (137,842
              )Adjustments
                  to reconcile net loss to net cash and cashequivalents
                  used in operating activities:Stock
                  issued for services
              
              
              5,500
              
              
              -
              
              
              43,245Amortization
                  of debt discount
              
              
              20,492
              
              
              -
              
              
              23,907Changes
                  in operating assets and liabilities:Increase
                  in accounts payable
              
              
              27,262
              
              
              -
              
              
              41,975Net
                  cash used in continuing operations
              
              
              (28,674
              )
              
              -
              
              
              (28,715
              )Net
                  cash used in discontinued operations
              
              
              -
              
              
              (10,585
              )
              
              -Net
                  cash used in operating activities
              
              
              (28,674
              )
              
              (10,585
              )
              
              (28,715
              )CASH
                  FLOWS FROM FINANCING ACTIVITIES:Payment
                  of note payable
              
              
              -
              
              
              (22,500
              )
              
              -Proceeds
                  from issuance of note
              
              
              -
              
              
              -
              
              
              100,000Net
                  cash (used in) provided by financing activities
              
              
              -
              
              
              (22,500
              )
              
              100,000Net
                  (decrease) increase in cash
              
              
              (28,674
              )
              
              (33,085
              )
              
              71,285Cash
                  and cash equivalents, beginning of period
              
              
              99,959
              
              
              51,802
              
              
              -Cash
                  and cash equivalents, end of period
              
              $
              71,285
              
              $
              18,717
              
              $
              71,285
 The
          accompanying notes are an integral part of these consolidated financial
          statements.
  5
 
 UNIPRO
        FINANCIAL SERVICES, INC.
 (A
        Development Stage Company)
 CONSOLIDATED
        STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
 
 Accumulated
                  DeficitAdditional
              
              Prior
                  to
              
              During
              
              TotalCommon
                  Stock
              
              Paid-In
              
              Development
              
              Development
              
              Stockholders'Shares
              
              Amount
              
              Capital
              
              Stage
              
              Stage
              
              Equity
                  (Deficit)Balance,
                  November 1, 2004
              
              5,559,167
              
              $
              5,559
              
              $
              61,939
              
              $
              (32,461
              )
              $
              -
              
              $
              35,037Cancellation
                  of shares
              
              (425,000
              )
              
              (425
              )
              
              425
              
              
              -
              
              
              -
              
              
              -Modification
                  of terms of existing warrants
              
              -
              
              
              -
              
              
              77,258
              
              
              -
              
              
              -
              
              
              77,258Common
                  stock issued for services
              
              133,762
              
              
              134
              
              
              191,509
              
              
              -
              
              
              -
              
              
              191,643Net
                  loss for the period from November 1,
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              -2004
                  to September 8, 2005
              
              -
              
              
              -
              
              
              -
              
              
              (303,938
              )
              
              -
              
              
              (303,938
              )Balance,
                  September 8, 2005
              
              5,267,929
              
              
              5,268
              
              
              331,131
              
              
              (336,399
              )
              
              -
              
              
              -Common
                  stock issued for services
              
              41,939
              
              
              42
              
              
              37,703
              
              
              -
              
              
              -
              
              
              37,745Warrants
                  issued with debt
              
              -
              
              
              -
              
              
              40,983
              
              
              -
              
              
              -
              
              
              40,983Net
                  loss for the period September 8,2005
                  (reestablishment of DevelopmentStage
                  Company) to October 31, 2005
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (55,914
              )
              
              (55,914
              )Balance,
                  October 31, 2005
              
              5,309,868
              
              
              5,310
              
              
              409,817
              
              
              (336,399
              )
              
              (55,914
              )
              
              22,814Common
                  stock issued for services (unaudited)
              
              10,000
              
              
              10
              
              
              5,490
              
              
              -
              
              
              -
              
              
              5,500Net
                  loss (unaudited)
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (81,928
              )
              
              (81,928
              )Balance,
                  April 30, 2006 (unaudited)
              
              5,319,868
              
              $
              5,320
              
              $
              415,307
              
              $
              (336,399
              )
              $
              (137,842
              )
              $
              (53,614
              )
 The
          accompanying notes are an integral part of these consolidated financial
          statements.
 
 6




UNIPRO
        FINANCIAL SERVICES, INC.
 (A
        Development Stage Company)
 NOTES
        TO
        FINANCIAL STATEMENTS
 APRIL
        30,
        2006
 (UNAUDITED)
 
 **Note
        1 - Organization and Summary of Significant Accounting Policies**
 
 **Organization:**
 
 UniPro
        Financial Services, Inc. (“ *we* ” *,
        “us”,* “ *our
        company* ”
or
        “ *UniPro* ”)  was
        incorporated in the State of Florida on June 17, 2003 primarily to engage
        in
        offering a variety of financial and related services to the general business
        public.
 
 In
        April
        2004 we incorporated a wholly-owned subsidiary, Upholdings, Inc., in the
        State
        of Florida. We transferred all of the existing third party agreements and
        other
        assets to this subsidiary.
 
 On
        September 8, 2005, a third party acquired a majority of our outstanding common
        stock from certain major shareholders. As a result of this change of control,
        we
        paid off our liabilities and our remaining net assets, along with those of
        Upholdings, Inc., were transferred to two of the major shareholders as
        consideration for services provided. These assets consisted of shares of
        stock
        in other corporations. At that date, we had no assets or
        liabilities.
 
 **Nature
        of Operations**
 
 Management
        obtained its initial strategic business-consulting contract in July 2004.
        Until
        the time of the change of control described above, UniPro
        was developing a diversified financial services business, using a business
        strategy of creating new enterprises or acquiring operating entities;
        incorporating both private and public market financing techniques. Our initial
        business operations included the development and operation of a marketing
        plan
        for the commercial exploitation of a proprietary CRM (Customer Relations
        Management) System, the eBroker system. Our board of directors has determined
        that the implementation of the Company’s business plan was no longer financially
        feasible. We are now pursuing an acquisition strategy, whereby Unipro will
        seek
        to acquire undervalued businesses with a history of operating revenues in
        markets that provide room for growth. We are engaged in identifying,
        investigating and, if investigation warrants, acquiring companies that will
        enhance our revenues and increase shareholder value. The operating activities
        prior to September 8, 2005 have been reported as discontinued operations
        on the
        Company’s consolidated statement of operations. Accordingly, the Company is
        considered to be in the development stage as defined by Statement of Financial
        Accounting Standards (“SFAS”) No. 7, “ *Accounting
        and Reporting by Development Stage Enterprises* ”.
 
 **Basis
        of Presentation**
 
 The
        accompanying unaudited financial statements as of April 30, 2006 and
        for the three and six month periods ended April 30, 2006 and 2005 and from
        reestablishment of development stage (September 8, 2005) to April 30, 2006
        have been prepared by Unipro pursuant to the rules and regulations of the
        Securities and Exchange Commission, including Form 10-QSB and Regulation
        S-B. The information furnished herein reflects all adjustments (consisting
        of
        normal recurring accruals and adjustments), which are, in the opinion of
        management, necessary to fairly present the operating results for the respective
        periods. Certain information and footnote disclosures normally present in
        annual
        financial statements prepared in accordance with accounting principles generally
        accepted in the United States of America have been omitted pursuant to such
        rules and regulations. The company believes that the disclosures provided
        are
        adequate to make the information presented not misleading. These financial
        statements should be read in conjunction with the audited financial statements
        and explanatory notes for the year ended October 31, 2005 as disclosed in
        the
        company’s 10-KSB for that year as filed with the SEC, as it may be amended.
 
  7
  The
        results of the six months ended April 30, 2006 are not necessarily indicative
        of
        the results to be expected for the pending full year ending October 31,
        2006.
  **Going
        Concern Issue**
 
 We
        are a
        development stage company with no current revenue, limited operations and
        limited assets. At present, we have sufficient capital on hand to fund our
        operations only through October of 2006. There can be no assurance that upon
        implementing our new business plan, we will be successful or that we will
        start
        producing sufficient revenues to maintain our operations. The foregoing matters
        raise substantial doubt about our ability to continue as a going concern.
 
 UniPro
        is
        pursuing an acquisition strategy (“Acquisition Strategy”), whereby we will seek
        to acquire undervalued businesses with a history of operating revenues in
        markets that provide room for growth. We are primarily engaged in identifying,
        investigating and, if investigation warrants, acquiring companies that will
        enhance our revenues and increase shareholder value. Our Acquisition Strategy
        is
        focused on pursuing a strategy of growth by acquiring undervalued businesses
        with a history of operating revenues. We will utilize several criteria to
        evaluate prospective acquisitions including whether the business to be acquired
        (1) is an established business with viable services or products, (2) has
        an
        experienced and qualified management team, (3) has room for growth and/or
        expansion into other markets, (4) is accretive to earnings, (5) offers the
        opportunity to achieve and/or enhance profitability, and (6) increases
        shareholder value.  In
        the
        event that our limited financial resources prove to be insufficient to implement
        our acquisition strategy, we will be required to seek additional financing,
        through either equity or debt financing..
 
 **Use
        of Estimates.**
 
 These
        financial statements have been prepared in accordance with accounting principles
        generally accepted in the United States and, accordingly, require management
        to
        make estimates and assumptions that affect the reported amounts of assets
        and
        liabilities at the date of the financial statements and the reported amounts
        of
        revenues and expenses during the reporting period. Specifically, our management
        has estimated our net operating loss for tax purposes, our stock expenses
        related to compensation to consultants and third parties and the value of
        warrants issued in conjunction with convertible debt. Actual results could
        differ from those estimates.
 
 **Net
        Loss Per Share**
 
 We
        use
        SFAS No. 128, “ *Earnings
        Per Share* ”
for
        calculating the basic and diluted loss per share. We compute basic loss per
        share by dividing net loss and net loss attributable to common shareholders
        by
        the weighted average number of common shares outstanding. Diluted loss per
        share
        is computed similar to basic loss per share except that the denominator is
        increased to include the number of additional common shares that would have
        been
        outstanding if the potential shares had been issued and if the additional
        shares
        were dilutive. Common equivalent shares are excluded from the computation
        of net
        loss per share if their effect is anti-dilutive.
 
 For
        the
        six months ended April 30, 2006, 800,000 potential shares were
        excluded from the shares used to calculate diluted earnings per share as
        their
        inclusion would reduce net loss per share. There were 700,000 potentially
        dilutive securities at April 30, 2005.
 
 **Reclassifications**
 
 Certain
        prior period items have been reclassified to conform to the current period
        presentation.
 
  8
  **Note
        2 - Notes Payable**
 
 We
        were
        obligated under a promissory note in the amount of $22,500 due to a stockholder
        that matured on or before October 31, 2005. The note bore interest at 6%
        and was
        repaid in April, 2005.
 
 On
        September 30, 2005, we entered into a Note Purchase Agreement pursuant to
        which
        we received $100,000 from an investor in exchange for a 6.45% convertible
        promissory note due September 29, 2006 and a warrant to purchase 100,000
        shares
        of our common stock at $1.00 per share. Upon a change of control of Unipro,
        the
        principal balance, including all accrued interest under the note, shall convert
        into common stock at the lower of $1.00 per share or 90% of the price per
        share
        established for our common stock in connection with the change of control
        transaction. If there is no change of control, the note shall be due on the
        maturity date. If all principal and interest under the note is not paid within
        five days of the maturity date, the note holder may convert the note into
        10,000,000 shares of our common stock. The warrant expires on the second
        anniversary of the date of issuance.
 
 In
        accordance with EITF 00-27, a portion of the proceeds were allocated to the
        warrant based on its relative fair value, which totaled $40,983 using the
        Black Scholes option pricing model at the date of issue based on the following
        assumptions :  (1) risk free interest rate of 4.1%
        (2) dividend yield of 0%; (3) volatility factor of the expected market
        price of our common stock of 155%; and (4) an expected life of the
        warrants of 2 years. The remaining balance was allocated to the convertible
        debt instrument. Accordingly, the note payable was discounted by $40,983.
        The
        discount is being amortized over the term of the note to its maturity date.
        Amortization of the discount was $20,492 and $10,246 for the six and three
        months ended April 30, 2006, respectively.
  
 **Note
        3 - Discontinued Operations**
 
 Until
        the
        time of the change of control described in Note 1, UniPro
        was developing a diversified financial services business, using a business
        strategy of creating new enterprises or acquiring operating entities;
        incorporating both private and public market financing techniques. Our board
        of
        directors has determined that the implementation of the Company’s business plan
        was no longer financially feasible and we are now pursuing an acquisition
        strategy, whereby Unipro will seek to acquire undervalued businesses with
        a
        history of operating revenues in markets that provide room for growth. The
        operating activities prior to September 8, 2005 have been reported as
        discontinued operations on the Company’s consolidated statement of operations
        and cash flows.
 
 **Note
        4** **-** **Stockholders’ Equity**
 
 Our
        certificate of incorporation authorizes the issuance of 65,000,000 shares
        of
        common stock, par value $0.001
 
 We
        are
        authorized to issue 5,000,000 shares of preferred stock, par value $0.001,
        of
        which 3,000,000 shares are designated as Series 1 and 2,000,000 shares are
        undesignated. The Series 1 preferred shares are convertible into 3 shares
        of our
        common stock. To date, none of our preferred shares have been
        issued.
 
 During
        March 2006, we issued 10,000 shares of common stock, valued at $5,500, to
        our
        chief financial officer as compensation for the six month period ended April
        30,
        2006.
 
 On
        March
        16, 2005, two shareholders voluntary cancelled a total of 425,000 unregistered
        shares of our common stock.





9




**Item
      2. Management's Discussion and Analysis or Plan of
      Operation**





The
      following discussion and analysis provides information which the management
      of
      UniPro Financial Services, Inc., (the "Company" or "UniPro") believes to be
      relevant to an assessment and understanding of the Company's results of
      operations and financial condition. This discussion should be read together
      with
      the Company's financial statements and the notes to financial statements, which
      are included in this report, as well as the Company's Annual Report on Form
      10-KSB for the year ended October 31, 2005 which is incorporated herein by
      reference.





***Discontinued
      Operations***





Effective
      September 8, 2005 we entered into an agreement along with certain of our former
      shareholders in order to effectuate a change of control. As a result of this
      change of control, we paid off our liabilities and our remaining net assets,
      along with those of Upholdings, Inc., our wholly owned subsidiary, were
      transferred to two of those former shareholders as consideration for services
      provided. At that date, we had no remaining assets or
      liabilities.





***Our
      Business***





As
      of
      September 8, 2005, our board of directors determined that the implementation
      of
      the Company's business plan prior to the change in control was no longer
      financially feasible. We are now pursuing an acquisition strategy, whereby
      UniPro will seek to acquire undervalued businesses with a history of operating
      revenues in markets that provide room for growth (“Acquisition Strategy”). We
      are engaged in identifying, investigating and, if investigation warrants,
      acquiring companies that will enhance our revenues and increase shareholder
      value. The operating activities prior to September 8, 2005 have been reported
      as
      discontinued operations on the Company's consolidated statement of operations.
      Accordingly, the Company is considered to be in the development stage as defined
      by Statement of Financial Accounting Standards (“SFAS”) No. 7, “ *Accounting and Reporting by Development Stage Enterprises* ”.





Our
      Acquisition Strategy is focused on pursuing a strategy of growth by acquiring
      undervalued businesses with a history of operating revenues. UniPro utilizes
      several criteria to evaluate prospective acquisitions including whether the
      business to be acquired (1) is an established business with viable services
      or
      products, (2) has an experienced and qualified management team, (3) has room
      for
      growth and/or expansion into other markets, (4) is accretive to earnings, (5)
      offers the opportunity to achieve and/or enhance profitability, and (6)
      increases shareholder value.





***Critical
      Accounting Policies***





Our
      consolidated financial statements have been prepared in accordance with
      accounting principles generally accepted in the United States of America. The
      preparation of these financial statements requires management to make estimates
      and assumptions that affect the reported amounts of assets, liabilities,
      revenues and expenses. Note 1 of the Notes to Consolidated Financial Statements
      describes the significant accounting policies used in the preparation of the
      consolidated financial statements. Certain of these significant accounting
      policies are considered to be critical accounting policies, as defined below.
      We
      do not believe that there have been significant changes to our accounting
      policies during the period ended April 30, 2006, as compared to those policies
      disclosed in the October 31, 2005 financial statements filed in our Annual
      Report on Form 10-KSB with the SEC on January 27, 2006.





A
      critical accounting policy is defined as one that is both material to the
      presentation of our financial statements and requires management to make
      difficult, subjective or complex judgments that could have a material effect
      on
      our financial condition and results of operations. Specifically, critical
      accounting estimates have the following attributes: 1) we are required to make
      assumptions about matters that are highly uncertain at the time of the estimate;
      and 2) different estimates we could reasonably have used, or changes in the
      estimate that are reasonably likely to occur, would have a material effect
      on
      our financial condition or results of operations.





Estimates
      and assumptions about future events and their effects cannot be determined
      with
      certainty. We base our estimates on historical experience and on various other
      assumptions believed to be applicable and reasonable under the circumstances.
      These estimates may change as new events occur, as additional information is
      obtained and as our operating environment changes. These changes have
      historically been minor and have been included in the consolidated financial
      statements as soon as they became known. Based on a critical assessment of
      our
      accounting policies and the underlying judgments and uncertainties affecting
      the
      application of those policies, management believes that our consolidated
      financial statements are fairly stated in accordance with accounting principles
      generally accepted in the United States, and present a meaningful presentation
      of our financial condition and results of operations. We believe the following
      critical accounting policies reflect our more significant estimates and
      assumptions used in the preparation of our consolidated financial
      statements:





10


***Use
      of Estimates -*** These
      financial statements have been prepared in accordance with accounting principles
      generally accepted in the United States and, accordingly, require management
      to
      make estimates and assumptions that affect the reported amounts of assets and
      liabilities at the date of the financial statements and the reported amounts
      of
      revenues and expenses during the reporting period. Specifically, our management
      has estimated our net operating loss for tax purposes and the value of warrants
      issued in conjunction with convertible debt. Actual results could differ from
      those estimates.





***Cash
      and Equivalents -*** Cash
      equivalents are comprised of certain highly liquid investments with maturity
      of
      three months or less when purchased. We maintain our cash in bank deposit
      accounts, which at times, may exceed federally insured limits. We have not
      experienced any losses in such account.





***Stock
      Based Compensation -*** UniPro
      uses the fair value method for equity instruments granted to non-employees
      and
      uses the Black Scholes model for measuring the fair value. The stock based
      fair
      value compensation is determined as of the date of the grant or the date at
      which the performance of the services is completed (measurement date) and is
      recognized over the periods in which the related services are
      rendered.





***Going
      Concern***





We
      are
      currently in the process of changing our business plan. At present, we have
      sufficient capital on hand to fund our operations only through October of 2006.
      There can be no assurance that upon implementing our new business plan, we
      will
      be successful or that we will start producing sufficient revenues to maintain
      our operations. The foregoing matters raise substantial doubt about our ability
      to continue as a going concern.





***Results
      Of Operations***





*On
      September 8, 2005 we discontinued our prior operations of providing financial
      services and are pursuing an Acquisition Strategy which we now consider our
      operations. As a result, all references of operations contained herein refer
      to
      our current operations of implementing our Acquisition Strategy unless
      specifically state otherwise.*





**Three
      months ended April 30, 2006 compared to the three months ended April 30,
      2005**





For
      the
      three month period ended April 30, 2006, we had no revenues from operations.
      There were no revenues in the comparable prior period since we discontinued
      those prior operations on September 8, 2005. We do not anticipate generating
      any
      revenues during fiscal year 2006 or in the foreseeable future.





Operating
      expenses for the three month period ended April 30, 2006 were $34,641. There
      were no expenses in the comparable prior period since we discontinued those
      prior operations on September 8, 2005. The operating expenses consist primarily
      of professional fees of $19,513, compensation expense of $4,250 and travel
      expenses of $6,785. We anticipate our operating expenses to increase during
      fiscal year 2006 as a result of increased professional fees and other expenses
      associated with the investigation and due diligence of possible businesses
      to be
      acquired pursuant to our Acquisition Strategy.




For
      the
      three month period ended April 30, 2006, the Company had a loss from continuing
      operations of $46,156. There was no similar operating loss in the comparable
      prior period since we discontinued those prior operations on September 8, 2005.
      As a result of increased expenses from our Acquisition Strategy, we anticipate
      increased losses from operations during fiscal 2006.





**Six
      months ended April 30, 2006 compared to the six months ended April 30,
      2005**





For
      the
      six month period ended April 30, 2006, we had no revenues from operations.
      There
      were no revenues in the comparable prior period since we discontinued those
      prior operations on September 8, 2005. We do not anticipate generating any
      revenues during fiscal year 2006 or in the foreseeable future.





Operating
      expenses for the six month period ended April 30, 2006 were $58,840. There
      were
      no expenses in the comparable prior period since we discontinued those
      prior operations on September 8, 2005. The operating expenses consist primarily
      of professional fees of $35,363, compensation expense of $8,500 and travel
      expenses of $7,194. We anticipate our operating expenses to increase during
      fiscal year 2006 as a result of increased professional fees and other expenses
      associated with the investigation and due diligence of possible businesses
      to be
      acquired pursuant to our Acquisition Strategy.




11


For
      the
      six month period ended April 30, 2006, the Company had a loss from continuing
      operations of $81,928. There was no similar operating loss in the comparable
      prior period since we discontinued those prior operations on September 8, 2005.
      As a result of increased expenses from our Acquisition Strategy, we anticipate
      increased losses from operations during fiscal 2006.




***Liquidity
      and Capital Resources***





During
      the six month period ended April 30, 2006, the Company satisfied its working
      capital needs from cash on hand at the beginning of the period. As of April
      30,
      2006, the Company had cash on hand in the amount of $71,285. The Company will
      need additional funds in order to effectuate its business strategy. There is
      no
      assurance that the Company will be able to obtain such additional funds, when
      needed. Even if the Company is able to obtain additional funds there is no
      assurance that the Company will be able to effectuate its plan of
      operations.




Management
      believes that the successful implementation of the Company's Acquisition
      Strategy will allow UniPro to increase revenues and earnings and achieve
      profitability. However, there can be no assurances that UniPro will successfully
      complete any Transaction or that if we can complete a transaction that the
      business of the target company will enable UniPro to achieve
      profitability.





***Forward
      Looking Statements Disclosure***





This
      report on Form 10-QSB/A contains, in addition to historical information,
      Forward-looking statements within the meaning of Section 27A of the Securities
      Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the
      "Exchange Act"). You can identify these forward-looking statements when you
      see
      words such as "expect," "anticipate," "estimate," "may," "plans," "believe,"
      and
      other similar expressions. These statements are not guarantees of future
      performance and are subject to certain risks, uncertainties and assumptions
      that
      are difficult to predict. Actual results could differ materially from those
      projected in the forward-looking statements. Factors that could cause such
      a
      difference include, but are not limited to, those discussed in the section
      entitled "Factors Affecting Operating Results and Market Price of Stock,"
      contained in the Company's Annual Report on Form 10-KSB for the year ended
      October 31, 2005. Readers are cautioned not to place undo reliance on these
      forward-looking statements, which speak only as of the date hereof. We undertake
      no obligation to update any forward-looking statements.




**Item
      3. Controls and Procedures.**





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed by us in the reports that
      we
      file or submit under the Exchange Act is recorded, processed, summarized and
      reported, within the time periods specified in the Securities and Exchange
      Commission's rules and forms. Disclosure controls and procedures include,
      without limitation, controls and procedures designed to ensure that information
      required to be disclosed by us in the reports that we file under the Exchange
      Act is accumulated and communicated to our management, including our principal
      executive and financial officer, as appropriate to allow timely decisions
      regarding required disclosure.





Evaluation
      of disclosure and controls and procedures. Based on their evaluation of the
      Company's disclosure controls and procedures (as defined in Rules 13a-15(e)
      and
      15d-15(e) under the Exchange Act) as of the end of the period covered by this
      annual report on Form 10-KSB the Company's chief executive officer has concluded
      that the Company's disclosure controls and procedures are designed to ensure
      that information required to be disclosed by the Company in the reports that
      it
      files or submits under the Exchange Act is recorded, processed, summarized
      and
      reported within the time periods specified in the SEC's rules and forms and
      are
      operating in an effective manner.





Changes
      in internal controls over financial reporting. There were no changes in the
      Company's internal controls over financial reporting or in other factors that
      have materially affected, or are reasonably likely to materially affect, the
      Company's internal control over financial reporting.





**PART
      II - OTHER INFORMATION**





**Item
      1.****Legal
      Proceedings**





None





**Item
      2.**  **Unregistered
      Sales of Equity Securities and Use of Proceeds**





On
      March
      28, 2006, we issued 10,000 common shares to our chief financial officer as
      payment for service rendered in connection with the preparation and filing
      of
      our financial reports. We valued this grant at $5,500, based on the market
      price
      of our common stock on the date of grant.


12





**Item
      3.**  **Defaults
      Upon Senior Securities**





None





**Item
      4.**  **Submission
      of Matters to a Vote of Security Holders.**





None





**Item
      5.**  **Other
      Information.**





None





**ITEM
      13.**  **Exhibits.**




The
      following exhibits are hereby filed as part of this Quarterly Report on Form
      10-QSB or incorporated by reference.




Exhibit
              Number:
            
            Description31.1
            
            Certification
                of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)
                of the Securities Exchange Act, as amended31.2
            
            Certification
                of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)
                of the Securities Exchange Act, as amended32.1
            
            Certification
                of Chief Executive Officer and Chief Financial Officer Pursuant to
                18
                U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
                Act
                of 2002








**SIGNATURES**




In
      accordance with the requirements of the Securities Exchange Act of 1934, the
      Registrant has caused this report to be signed by the undersigned hereunto
      duly
      authorized.








**UNIPRO FINANCIAL SERVICES,
                INC**





Dated:  June
                14, 2006/s/
                John VogelChief
                Executive Officer andDated:
                June 14, 2006/s/
                Robert ScherneChief
                Financial Officer(Principal
                Accounting Officer)








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