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

                                   FORM 10-KSB

|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2000

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________.

                        Commission File Number: 33-29340

                     UNIVERSAL SERVICES & ACQUISITIONS, INC.
                 (Name of Small Business Issuer in its charter)

         Colorado                                         84-1100774
         --------                                         ----------
(State or other jurisdiction of                           (IRS Employer
 incorporation or organization)                           Identification Number)

             21800 Oxnard Street Suite 440, Woodland Hills CA 91367
             ------------------------------------------------------
               (Address of principal executive offices)(Zip Code)

Issuer's telephone number: (818) 598-6780
                           ---------------

Securities registered pursuant to Section 12(b) of the Act: None.

Name of each exchange on which registered: None.

Securities registered pursuant to Section 12(g) of the Act: None.

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 preceding 12 months (or such
shorter period of that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes |_|
No |X|

Check if there is no disclosure of delinquent filers to Item 405 of Regulation
S-B contained in this form, and if no disclosure will be contained, to the best
of the Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K. |_|

State Issuer's Revenues for its most recent fiscal year: $0

The number of shares outstanding of the Company's $.001 Par Value Common Stock,
as of December 31, 2000 were 22,325,500. The aggregate number of shares of the
voting stock held by non-affiliates on January 9, 2000 was 2,232,500. The
Company's common stock is not publicly traded.

                   DOCUMENTS INCORPORATED BY REFERENCE: None.


                                       1
<PAGE>

PART I

ITEM 1. BUSINESS

Universal Services & Acquisitions, Inc. (the "Company") was incorporated under
the laws of the State of Colorado in June 27, 1988 for the purpose of completing
a public offering to raise funds to acquire or merge with an operating business.
Since inception, the Company's primary efforts have been directed to
organizational efforts, obtaining initial financing and the identification and
evaluation of merger/acquisition candidates.

On August 17, 1995, the Company lent $50,000 American Health Care International
Corp. The Note was for a term of one year at eight percent interest. The Note
was not paid when due and the Company's efforts to collect it have not been
successful. The Company subsequently wrote off the Note.

In May, 1999, the Company entered into an agreement with Stein's Holdings, Inc.
("Stein's") whereby Stein's agreed to pay all the costs and expenses of bringing
the Company current in its reporting obligations under the Securities Exchange
Act of 1934, as amended, in exchange for the issuance of 20,092,500 shares of
the Company's common stock. As part of this transaction, the Company's officers
and directors resigned and were replaced by directors selected by Stein's. As
part of this transaction, the Company changed its fiscal year end from March 31
to December 31 effective December 31, 2000.

The Company can be defined as a "shell" company whose sole purpose at this time
is to locate and consummate a merger or acquisition with a private entity.

The Company's office is located at 21800 Oxnard Street, Suite 440, Woodland
Hills, California 91367.

As of December 31, 2000, the Company had no employees.

Item 2. Properties.

The Company presently shares office space with its majority shareholder at no
cost. The Company anticipates that this space is sufficient for the near future.

Item 3 Legal Proceedings.

None.

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

None.

Item 5. Market for Registrant's Common Equity and Related Shareholder Matters.

The Company's common stock is not publicly traded.

As of December 31, 2000, the Company had 22,325,000 shares of its common stock
issued and outstanding, of which 2,232,500 were held by non-affiliates.


                                       2
<PAGE>

The Company has authorized a total of 100,000,000 shares of common stock, par
value $.001. The Company has authorized a total of 40,000,000 shares of
preferred stock, par value $.001 and presently has no shares of preferred stock
issued and outstanding. As of December 31, 2000, the Company estimates there
were 30 "holders of record" of its common stock and estimates that there are
approximately 35 beneficial shareholders of its common stock.

Item 6. Management's Discussion and Analysis or Plan of Operation.

FORWARD-LOOKING STATEMENTS MAY NOT PROVE ACCURATE

When used in this Form 10-KSB, the words "anticipated", "estimate", "expect",
and similar expressions are intended to identify forward-looking statements.
Such statements are subject to certain risks, uncertainties and assumptions
including the possibility that the Company's will fail to generate projected
revenues. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially from those anticipated, estimated or projected.

LIQUIDITY AND CAPITAL RESOURCES

The Company has been inactive and dormant for the past several years and since
inception has experienced no significant change in liquidity or capital
resources or stockholders' equity other than the receipt of approximately
$50,000 from a public offering conducted in 1991. The Company's balance sheet as
of December 31, 2000 reflects limited assets and limited liabilities. Further,
there exists no agreements or understandings with regard to loan agreements by
or with the Officers, Directors, principals, affiliates or shareholders of the
Company. As of December 31, 2000, the Company had no working capital.

The Company will attempt to carry out its plan of business as discussed above.
The Company cannot predict to what extent its lack of liquidity and capital
resources will hinder its business plan prior to the consummation of a business
combination.

RESULTS OF OPERATIONS

During the period from June 27, 1988 (inception) through December 31, 2000, the
Company engaged in limited operations and sought out potential merger
candidates. The only revenues received by the Company during this period was
approximately $14,000 in interest income.

The Company anticipates that until a business combination is completed with an
acquisition candidate, it will not generate revenues and may operate at a loss
after completing a business combination, depending upon the performance of the
acquired business.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion of the financial condition, changes in financial
condition and results of operations of the Company for the fiscal years ended
December 31, 2000 and March 31, 2000 should be read in conjunction with the
financial statements of the Company and related notes included therein.


                                       3
<PAGE>

For the years ended December 31, 2000 and March 31, 2000, the Company had no
revenues. For the year ended December 31, 2000, the Company had expenses of
$2,209 compared to expenses of approximately $30,186 at March 31, 2000. The
Company's expenses consisted primarily of development costs and general and
administrative expenses. The net loss for the year ended December 31, 2000 was
($2,209) or nil per share of common stock. The net loss for the year ended March
31, 2000 was ($30,186) or ($.01) per share of common stock.

At March 31, 2000, shareholder equity (deficit) was ($35,152) compared to
shareholder equity (deficit) of ($8,362) at December 31, 2000.

Liquidity and Capital Resources

At March 31, 2000 and December 31, 2000, the Company had no working capital. The
Company had no assets at December 31, 2000 and had assets of $43 at March 31,
2000. At December 31, 2000 and March 31, 2000, the Company had current
liabilities of approximately $8,400 and $35,000, respectively.

Effect of Inflation

Inflation did not have any significant effect on the operations of the Company
during the year ended December 31, 2000. Further, inflation is not expected to
have any significant effect on future operations of the Company.

NEED FOR ADDITIONAL FINANCING

The Company believes that its existing capital will not be sufficient to meet
the Company's cash needs, including the costs of compliance with the continuing
reporting requirements of the Securities Exchange Act of 1934, as amended. Once
a business combination is completed, the Company's needs for additional
financing are likely to increase substantially.

No commitments to provide additional funds have been made by management or other
stockholders. Accordingly, there can be no assurance that any funds will be
available to the Company to allow it to cover its expenses.

The Company might seek to compensate providers of services by issuances of stock
in lieu of cash.

Item 7. Financial Statements.

Financial statements are audited and included herein beginning on Exhibit 1,
page 1 and are incorporated herein by this reference.

Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

There were no disagreements with accountants on accounting and financial
disclosure during the relevant period.

Part III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act.


                                       4
<PAGE>

Identification of Directors and Executive Officers of the Company

The following table sets forth the names and ages of all directors and executive
officers of the Company and all persons nominated or chosen to become a
director, indicating all positions and offices with the Company held by each
such person and the period during which he has served as a director:

The principal executive officers and directors of the Company are as follows:

Name                                Age           Positions Held and Tenure
---------------------------------------------------------------------------

Christopher Burnell                 27            Director, Secretary since 5/99

Charles Smith                       50            Director since 5/15/00

Mehrdad Alborz                      29            Director, CEO, CFO since 10/00

The Directors named above will serve until the next annual meeting of the
Company's stockholders. Thereafter, Directors will be elected for one-year terms
at the annual stockholders' meeting. Officers will hold their positions at the
pleasure of the Board of Directors, absent any employment agreement, of which
none currently exist or is contemplated. There is no arrangement or
understanding between the Directors and Officers of the Company and any other
person pursuant to which any Director or Officer was or is to be selected as a
Director or Officer of the Company.

There is no family relationship between or among any Officer and Director.

The Directors and Officers of the Company will devote their time to the
Company's affairs on an "as needed" basis. As a result, the actual amount of
time which each will devote to the Company's affairs is unknown and is likely to
vary substantially from month to month.

The Company has no audit or compensation committee.

Business Experience. The following is a brief account of the business experience
during at the least the last five years of the directors and executive officers,
indicating their principal occupations and employment during that period, and
the names and principal businesses of the organizations in which such
occupations and employment were carried out.

CHRISTOPHER BURNELL. Mr. Burnell joined the Company as a director in April,
1999. Mr. Burnell is presently chief operating officer and a director of Stein's
Holdings, Inc., a public company traded on the OTC Electronic Bulletin Board
under the symbol "SNHS" as well as serving as the chief operating officer and a
director of 20/20 Web Design, Inc., a company in which Stein's Holdings, Inc. is
the majority shareholder and which trades on the OTC Electronic Bulletin Board
under the symbol "TWEB." Mr. Burnell presently is co-owner of a Play It Again
Sports store in Escondido, California. Mr. Burnell previously held Series 7, 63
and 24 licenses from the National Association of Securities Dealers, Inc.
("NASD") and worked for several NASD member firms.

Mr. Burnell attended Southwestern College and Grossmont College.


                                       5
<PAGE>

CHARLES SMITH. Mr. Smith graduated from Boston University, Boston, Massachusetts
in 1979 and since that time has been a Certified Public Accountant involved in
all phases of business, including the audit of companies and tax matters. He is
a consultant to various companies ranging from an art distribution company to a
junior resource company which is developing a gold property in Sinaloa State,
Mexico. Mr. Smith has significant experience in accounting and securities
matters.

Mr. Smith's business affiliations during the last five years are as follow:
Chairman - Dynacap Group, Ltd. - a consulting and management firm - 1992 to the
present; Sole proprietor as a Certified Public Accountant - 1983 to the present;
Sole officer and Director - MC Cambridge, Inc. - a financial consulting firm -
1997 to present; Sole officer and director - Asset Servicing Corporation - a
leasing company - 1998 to present; Chief Financial Officer and Director -
Electrical Generation Technology Corporation - April 2000 to present; CEO and
CFO of Stein's Holdings, Inc. since May, 2000; CFO and CEO of 20/20 Web Design,
Inc. since May, 2000.

Mehrdad Alborz. Mr. Alborz has been an attorney in private practice for the last
four years. Prior to being an attorney, Mr. Alborz was chief financial officer
of Ravissant Corporation in Pasadena, California were he increased the company's
revenues from $500,000 to $1,000,000. Mr. Alborz had similar success while
employed at Micro Tree Systems.

Mr. Alborz received his Juris Doctor from West Los Angeles School of Law and his
Bachelor of Science in Computer Science and Automation Engineering, with a minor
in Math, from California State University at Northridge.

CONFLICTS OF INTEREST

The Officers and Directors of the Company will devote only a small portion of
their time to the affairs of the Company, estimated to be no more than
approximately 5 hours per month. There will be occasions when the time
requirements of the Company's business conflict with the demands of their other
business and investment activities. Such conflicts may require that the Company
attempt to employ additional personnel. There is no assurance that the services
of such persons will be available or that they can be obtained upon terms
favorable to the Company.

There is no procedure in place which would allow the Officers and Directors to
resolve potential conflicts in an arms-length fashion. Accordingly, they will be
required to use their discretion to resolve them in a manner which they consider
appropriate.

The Company's Officers and Directors may actively negotiate or otherwise consent
to the purchase of a portion of their common stock as a condition to, or in
connection with, a proposed merger or acquisition transaction. It is anticipated
that a substantial premium over the initial cost of such shares may be paid by
the purchaser in conjunction with any sale of shares by the Company's Officers
and Directors which is made as a condition to, or in connection with, a proposed
merger or acquisition transaction. The fact that a substantial premium may be
paid to the Company's Officers and Directors to acquire their shares creates a
potential conflict of interest for them in satisfying their fiduciary duties to
the Company and its other shareholders. Even though such a sale could result in


                                       6
<PAGE>

a substantial profit to them, they would be legally required to make the
decision based upon the best interests of the Company and the Company's other
shareholders, rather than their own personal pecuniary benefit.

Identification of Certain Significant Employees. The Company does not employ any
persons who make or are expected to make significant contributions to the
business of the Company.

Item 10. Executive Compensation.

During fiscal 2000, and as of the date of the filing of this report, none of the
Company's officers were paid any compensation by the Company.

Compensation of Directors

No director receives or accrues any compensation for his services as a Director,
including committee participation and or special assignments.

Directors are entitled to reimbursement for reasonable travel and other
out-of-pocket expenses incurred in connection with attendance at meeting of the
Board of Directors.

The Company has no material bonus or profit-sharing plans pursuant to which cash
or non-cash compensation is or may be paid to the Company's directors or
executive officers except as described above.

The Company has no compensatory plan or arrangements, including payments to be
received from the Company, with respect to any executive officer or director,
where such plan or arrangement would result in any compensation or remuneration
being paid resulting from the resignation, retirement or any other termination
of such executive officer's employment or from a change-in-control of the
Company or a change in such executive officer's responsibilities following a
change-in-control and the amount, including all periodic payments or
installments where the value of such compensation or remuneration exceeds
$100,000 per executive officer.

During the last completed fiscal year, no funds were set aside or accrued by the
Company to provide pension, retirement or similar benefits for Directors or
Executive Officers.

The Company has no written employment agreements.

Compensation Pursuant to Plans. Other than disclosed above, the Company has no
plan pursuant to which cash or non-cash compensation was paid or distributed
during the last fiscal year, or is proposed to be paid or distributed in the
future, to the individuals and group described in this item.

Compensation of Directors. Directors of the Company are entitled to reasonable
reimbursement for their travel expenses in attending meetings of the Board of
Directors.

Termination of Employment and Change of Control Arrangement. Except as noted
herein, the Company has no compensatory plan or arrangements, including payments
to be received from the Company, with respect to any individual names above from


                                       7
<PAGE>

the latest or next preceding fiscal year, if such plan or arrangement results or
will result from the resignation, retirement or any other termination of such
individual's employment with the Company, or from a change in control of the
Company or a change in the individual's responsibilities following a change in
control.

Section 16(a) Beneficial Ownership Reporting Compliance. During the year ended
December 31, 2000, the following persons were officers, directors and more than
ten-percent shareholders of the Company's common stock:

Name                    Position                                   Filed Reports
----

Charles Smith           Director                                   No
Mehrdad Alborz          Director, President                        No
Christopher Burnell     Director                                   No

Item 11. Security Ownership of Certain Beneficial Owners and Management.

There were 22,325,000 shares of the Company's common stock issued and
outstanding on December 31, 2000. No preferred shares were issued and
outstanding at December 31, 2000. The following tabulates holdings of shares of
the Company by each person who, subject to the above, at the date of this
Report, holds or record or is known by Management to own beneficially more than
five percent (5%) of the Common Shares of the Company and, in addition, by all
directors and officers of the Company individually and as a group.

Name and Address of           Number of Common Shares
Beneficial Owner              Currently Owned               Percent
----------------              ---------------               -------

Christopher Burnell (1)(2)                  0                 0.00
21800 Oxnard Street #440
Woodland Hills CA 91367

Stein's Holdings, Inc. (2)         20,092,500                90.00
21800 Oxnard Street #440
Woodland Hills CA 91367

Charles Smith (1)(2)                        0                 0.00
21800 Oxnard Street #440
Woodland Hills CA 91367

Mehrdad Alborz (1)(2)                       0                 0.00
21800 Oxnard Street #440
Woodland Hills CA 91367

All directors and officers
as a group (3)                              0                 0.00

----------
(1) Denotes officer or director. All officers and directors are also officers
and directors of Stein's Holdings, Inc. which is the majority shareholder of the
Company.
(2) The control persons of Stein's are the officers and directors of the
Company: Christopher Burnell, Mehrdad Alborz, and Charles Smith. These persons
have both


                                       8
<PAGE>

investment and voting power for the 20,092,500 shares beneficially owned by
Stein's.

Changes in Control. There are no arrangements known to the Company, including
any pledge by any person of securities of the Company, the operation of which
may at a subsequent date result in a change of control of the Company.

Item 12. Certain Relationships and Related Transactions.

The Company shares office space with its president and is charged no rent for
this space.

Item 13. Exhibits and Reports on Form 8-K.

(a) Financial Statements and Schedules

The following financial statements and schedules are filed as part of this
report:

Independent Auditors' Report dated January 10, 2001
Balance Sheet
Statement of Operations
Statement of Changes in Stockholders' Equity (Deficit)
Statements of Cash Flows
Notes to Financial Statements

List of Exhibits

The following exhibits are filed with this report.

Financial Statements.

(b) There were no Reports filed on Form 8-K during the fourth quarter of the
Company's fiscal year ended December 31, 2000.

                                   Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

February 22, 2001                      UNIVERSAL SERVICES AND ACQUISITIONS, INC.


                                       /s/ Mehrdad Alborz
                                       -----------------------------------------
                                       Mehrdad Alborz, CEO, CFO, Director


                                       /s/ Charles Smith
                                       -----------------------------------------
                                       Charles Smith, Director


                                       /s/ Christopher Burnell
                                       -----------------------------------------
                                       Christopher Burnell, Director


                                       9
<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS
                      DECEMBER 31, 2000 AND MARCH 31, 2000

<PAGE>

                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

INDEPENDENT AUDITORS' REPORT.........................................        1

FINANCIAL STATEMENTS

      Balance Sheets.................................................        2

      Statements of Operations.......................................        3

      Statement of Stockholders' Equity (Deficit)....................      4 - 5

      Statements of Cash Flows.......................................      6 - 7

      Notes to Financial Statements..................................     8 - 11

<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
Universal Services and Acquisitions, Inc.
(A Development Stage Company)

We have audited the accompanying balance sheets of Universal Services and
Acquisitions, Inc. (A Nevada Corporation) as of December 31, 2000 and March 31,
2000, and the related statements of operations, stockholders' (deficit) and cash
flows for the nine month period ended December 31, 2000 and the twelve month
period ended March 31, 2000. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Universal Services and
Acquisitions, Inc. as of December 31, 2000 and March 31, 2000 and the results of
its operations and its cash flows for the nine month period ended December 31,
2000 and the twelve month period ended March 31, 2000, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 7 to the
financial statements, the Company incurred net losses of $ 109,967 from
inception and needs additional working capital. These factors raise substantial
doubt about its ability to continue as a going concern. The accompanying
financial statements do not include any adjustments to the financial statements
that might be necessary should the Company be unable to continue as a going
concern.


Moffitt & Company, P.C.
Scottsdale, Arizona

January 10, 2001

<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                      DECEMBER 31, 2000 AND MARCH 31, 2000

                                     ASSETS

                                                       December 31,   March 31,
                                                           2000         2000
                                                         ---------    ---------

CURRENT ASSETS
   Cash and cash equivalents                             $       0    $      43
                                                         =========    =========

                    LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
   Accounts payable                                      $   8,362    $   5,000
   Accounts payable, related entity                              0       30,195
                                                         ---------    ---------

          TOTAL CURRENT LIABILITIES                          8,362       35,195
                                                         ---------    ---------

STOCKHOLDERS' (DEFICIT)
   Preferred stock, par value $0.001 per share
      Authorized - 40,000,000 shares
      Issued and outstanding - 0 - shares                        0            0
   Common stock, par value $0.001 per share
      Authorized 100,000,000 shares
      Issued and outstanding
        December 31, 2000 - 22,325,000 shares               22,325            0
        December 31, 1999 - 2,232,500 shares                     0        2,233
   Paid in capital in excess of par value of stock          79,280       70,373
   Deficit accumulated during the development
      stage                                               (109,967)    (107,758)
                                                         ---------    ---------

        TOTAL STOCKHOLDERS'  (DEFICIT)                      (8,362)     (35,152)
                                                         ---------    ---------

        TOTAL LIABILITIES AND STOCKHOLDERS'
          (DEFICIT)                                      $       0    $      43
                                                         =========    =========

            See Accompanying Notes and Independent Auditors' Report.


                                       2
<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
               FOR THE NINE MONTH PERIOD ENDED DECEMBER 31, 2000,
                  THE TWELVE MONTH PERIOD ENDED MARCH 31, 2000
                      AND FOR THE PERIOD FROM JUNE 27, 1988
                    (DATE OF INCEPTION) TO DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                              Nine Month    Twelve Month  June 27, 1988
                                                Period         Period        (Date of
                                                 Ended          Ended      Inception) to
                                             December 31,     March 31,    December 31,
                                                 2000           2000           2000
                                             -----------    ------------  --------------
<S>                                          <C>            <C>            <C>
REVENUE - INTEREST INCOME                    $         0    $         0    $    14,737
                                             -----------    -----------    -----------

EXPENSES
       General and administrative expenses         2,209              0          2,209
       Development costs                               0         30,186        122,495
                                             -----------    -----------    -----------

                TOTAL EXPENSES                     2,209         30,186        124,704
                                             -----------    -----------    -----------

NET (LOSS)                                   $    (2,209)   $   (30,186)   $  (109,967)
                                             ===========    ===========    ===========

NET (LOSS) PER COMMON SHARE

       Basic and diluted                     $      (.00)   $      (.01)
                                             ===========    ===========

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING

        Basic and diluted                      7,255,625      2,232,500
                                             ===========    ===========
</TABLE>

            See Accompanying Notes and Independent Auditors' Report.


                                       3
<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
              FOR THE PERIOD FROM JUNE 27, 1988 (DATE OF INCEPTION)
                              TO DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                                               Paid in       Deficit
                                                                             Capital in    Accumulated
                                Preferred Stock          Common Stock         Excess of    During the
                             ---------------------   ---------------------    Par Value    Development
                               Shares      Amount      Shares      Amount     of Stock        Stage
                             ---------   ---------   ---------   ---------   ---------      ---------
<S>                                  <C> <C>         <C>         <C>         <C>            <C>
AT DATE OF INCEPTION                 0   $       0           0   $       0   $       0      $       0

ISSUANCE OF COMMON
   STOCK FOR CASH
   $.01 - JUNE 27, 1988              0           0   1,500,000       1,500      20,500              0

NET INCOME FOR THE
   PERIOD ENDED
   MARCH 31, 1989                    0           0           0           0           0            538
                             ---------   ---------   ---------   ---------   ---------      ---------

BALANCE, MARCH 31, 1989              0           0   1,500,000       1,500      20,500            538

NET (LOSS) FOR THE YEAR
   ENDED MARCH 31, 1990              0           0           0           0           0         (2,128)
                             ---------   ---------   ---------   ---------   ---------      ---------

BALANCE, MARCH 31, 1990              0           0   1,500,000       1,500      20,500         (1,590)

ISSUANCE OF COMMON
   STOCK FOR CASH
   $.10 - MARCH 31, 1991,
   NET OF COSTS OF $24,646           0           0     732,500         733      47,873              0

NET (LOSS) FOR THE YEAR
   ENDED MARCH 31, 1991              0           0           0           0           0         (6,415)
                             ---------   ---------   ---------   ---------   ---------      ---------

BALANCE, MARCH 31, 1991              0           0   2,232,500       2,233      68,373         (8,005)

NET (LOSS) FOR THE YEAR
   ENDED MARCH 31, 1992              0           0           0           0           0         (3,809)
                             ---------   ---------   ---------   ---------   ---------      ---------

BALANCE, MARCH 31, 1992              0           0   2,232,500       2,233      68,373        (11,814)

NET (LOSS) FOR THE YEAR
   ENDED MARCH 31, 1993              0           0           0           0           0         (2,770)
                             ---------   ---------   ---------   ---------   ---------      ---------

BALANCE, MARCH 31, 1993              0           0   2,232,500       2,233      68,373        (14,584)

NET (LOSS) FOR THE YEAR
   ENDED MARCH 31, 1994              0           0           0           0           0         (1,034)
                             ---------   ---------   ---------   ---------   ---------      ---------

BALANCE, MARCH 31, 1994              0           0   2,232,500       2,233      68,373        (15,618)
</TABLE>

            See Accompanying Notes and Independent Auditors' Report.


                                       4
<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
             STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
              FOR THE PERIOD FROM JUNE 27, 1988 (DATE OF INCEPTION)
                              TO DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                                                 Paid in     Deficit
                                                                               Capital in  Accumulated
                               Preferred Stock            Common Stock          Excess of  During the
                           -----------------------   -----------------------    Par Value  Development
                             Shares        Amount      Shares       Amount      of Stock      Stage
                           ----------   ----------   ----------   ----------   ----------   ----------
<S>                                 <C> <C>          <C>          <C>          <C>          <C>

NET (LOSS) FOR THE YEAR
   ENDED MARCH 31, 1995             0   $        0            0   $        0   $        0   $   (1,072)
                           ----------   ----------   ----------   ----------   ----------   ----------

BALANCE, MARCH 31, 1995             0            0    2,232,500        2,233       68,373      (16,690)

NET (LOSS) FOR THE YEAR
   ENDED MARCH 31, 1996             0            0            0            0            0      (25,857)
                           ----------   ----------   ----------   ----------   ----------   ----------

BALANCE, MARCH 31, 1996             0            0    2,232,500        2,233       68,373      (42,547)

CAPITAL CONTRIBUTION                0            0            0            0        2,000            0

NET (LOSS) FOR THE YEAR
   ENDED MARCH 31, 1997             0            0            0            0            0      (31,567)
                           ----------   ----------   ----------   ----------   ----------   ----------

BALANCE, MARCH 31, 1997             0            0    2,232,500        2,233       70,373      (74,114)

NET (LOSS) FOR THE YEAR
   ENDED MARCH 31, 1998             0            0            0            0            0       (2,324)
                           ----------   ----------   ----------   ----------   ----------   ----------

BALANCE, MARCH 31, 1998             0            0    2,232,500        2,233       70,373      (76,438)

NET (LOSS) FOR THE YEAR
   ENDED MARCH 31, 1999             0            0            0            0            0       (1,134)
                           ----------   ----------   ----------   ----------   ----------   ----------

BALANCE, MARCH 31, 1999             0            0    2,232,500        2,233       70,373      (77,572)

NET (LOSS) FOR THE YEAR
    ENDED MARCH 31, 2000            0            0            0            0            0      (30,186)
                           ----------   ----------   ----------   ----------   ----------   ----------

BALANCE, MARCH 31, 2000             0            0    2,232,500        2,233       70,373     (107,758)

COMMON STOCK ISSUED
   FOR SERVICES
   SEPTEMBER 30, 2000               0            0   20,092,500       20,092        8,907            0

NET (LOSS) FOR THE NINE
    MONTH PERIOD ENDED
    DECEMBER 31, 2000               0            0            0            0            0       (2,209)
                           ----------   ----------   ----------   ----------   ----------   ----------

BALANCE,
   DECEMBER 31, 2000                0   $        0   22,325,000   $   22,325   $   79,280   $ (109,967)
                           ==========   ==========   ==========   ==========   ==========   ==========
</TABLE>

            See Accompanying Notes and Independent Auditors' Report.


                                       5
<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
               FOR THE NINE MONTH PERIOD ENDED DECEMBER 31, 2000,
                  THE TWELVE MONTH PERIOD ENDED MARCH 31, 2000
                      AND FOR THE PERIOD FROM JUNE 27, 1988
                    (DATE OF INCEPTION) TO DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                         Nine Month   Twelve Month June 27, 1988
                                                           Period        Period      (Date of
                                                            Ended         Ended    Inception) to
                                                        December 31,    March 31,  December 31,
                                                            2000          2000         2000
                                                        -----------   ------------ -------------
<S>                                                       <C>          <C>          <C>
CASH FLOWS FROM OPERATING
   ACTIVITIES:
       Net (loss)                                         $  (2,209)   $ (30,186)   $(109,967)
       Adjustments to reconcile net (loss) to net
          cash provided (used) by operating activities:
             Common stock issued for services                29,000            0       29,000
             Allowance for doubtful accounts                      0            0       50,000
             Amortization                                         0            0          500
       Changes in operating assets and liabilities:
          Accounts payable                                  (26,834)      30,229        8,361
                                                          ---------    ---------    ---------

                NET CASH PROVIDED (USED)
                   BY OPERATING ACTIVITIES                      (43)          43      (22,106)
                                                          ---------    ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
       Loan to merger candidate                                   0            0      (50,000)
       Acquisition of organization costs                          0            0         (500)
                                                          ---------    ---------    ---------

                NET CASH (USED) BY
                   INVESTING ACTIVITIES                           0            0      (50,500)
                                                          ---------    ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
       Proceeds from issuance of common stock                     0            0       97,250
       Offering costs incurred                                    0            0      (24,644)
                                                          ---------    ---------    ---------

                NET CASH PROVIDED BY
                   FINANCING ACTIVITIES                           0            0       72,606
                                                          ---------    ---------    ---------

NET INCREASE (DECREASE) IN
   CASH AND CASH EQUIVALENTS                                    (43)          43            0

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                                           43            0            0
                                                          ---------    ---------    ---------

CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                          $       0    $      43    $       0
                                                          =========    =========    =========
</TABLE>

            See Accompanying Notes and Independent Auditors' Report.


                                       6
<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      STATEMENTS OF CASH FLOWS (CONTINUED)
               FOR THE NINE MONTH PERIOD ENDED DECEMBER 31, 2000,
                  THE TWELVE MONTH PERIOD ENDED MARCH 31, 2000
                      AND FOR THE PERIOD FROM JUNE 27, 1988
                    (DATE OF INCEPTION) TO DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                           Nine Month   Twelve Month  June 27, 1988
                                             Period        Period       (Date of
                                              Ended         Ended     Inception) to
                                          December 31,    March 31,   December 31,
                                              2000          2000          2000
                                          ------------  ------------  -------------
<S>                                         <C>           <C>            <C>
SUPPLEMENTAL DISCLOSURE OF CASH
 FLOW INFORMATION

   Interest paid                            $     0       $     0        $     0
                                            =======       =======        =======

   Taxes paid                               $     0       $     0        $   132
                                            =======       =======        =======

NON-CASH INVESTING AND
 FINANCING ACTIVITIES

   Issuance of common stock for services    $29,000       $     0        $29,000
                                            =======       =======        =======
</TABLE>

            See Accompanying Notes and Independent Auditors' Report.


                                       7
<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 1      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            Organization and Nature of Business

            The Company was incorporated under the laws of the state of Colorado
            on June 27, 1988 for the purpose of acquiring subsidiary companies.
            On September 30, 2000, the Company issued 20,092,500 shares of
            common stock to Stein's Holdings, Inc. and became a 90% owned
            subsidiary of Stein's. The Company then changed its year-end to
            December 31, 2000 to conform to the year- end of Stein's Holdings,
            Inc.

            Cash and Cash Equivalents

            For the purposes of the statement of cash flows, the Company
            considers all highly liquid debt instruments purchased with an
            original maturity of three months or less to be cash equivalents.

            Accounting Estimates

            Management uses estimates and assumptions in preparing financial
            statements in accordance with generally accepted accounting
            principles. Those estimates and assumptions affect the reported
            amounts of assets and liabilities, the disclosure of contingent
            assets and liabilities, and the reported revenues and expenses.
            Actual results could vary from the estimates that were used.

            Income Taxes

            Provisions for income taxes are based on taxes payable or refundable
            for the current year and deferred taxes on temporary differences
            between the amount of taxable income and pretax financial income and
            between the tax basis of assets and liabilities and their reported
            amounts in the financial statements. Deferred tax assets and
            liabilities are included in the financial statements at currently
            enacted income tax rates applicable to the period in which the
            deferred tax assets and liabilities are expected to be realized or
            settled as prescribed in FASB Statement No. 109, Accounting for
            Income Taxes. As changes in tax laws or rates are enacted, deferred
            tax assets and liabilities are adjusted through the provision for
            income taxes.

            Net (Loss) Per Share

            The Company adopted Statement of Financial Accounting Standards No.
            128 that requires the reporting of both basic and diluted earnings
            (loss) per share. Basic earnings (loss) per share is computed by
            dividing net income (loss) available to common stockholders by the
            weighted average number of common shares outstanding for the period.
            Diluted earnings per share reflects the potential dilution that
            could occur if securities or other contracts to issue common stock
            were exercised or converted into common stock. In accordance with
            FASB 128, any anti-dilutive effects on net loss per share are
            excluded.

            See Accompanying Notes and Independent Auditors' Report.


                                       8
<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 1      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Disclosure About Fair Value of Financial Instruments

            The Company estimates that the fair value of all financial
            instruments at December 31, 2000 and March 31, 2000 as defined in
            FASB 107, does not differ materially from the aggregate carrying
            values of its financial instruments recorded in the accompanying
            balance sheet. The estimated fair value amounts have been determined
            by the Company using available market information and appropriate
            valuation methodologies. Considerable judgement is required in
            interpreting market data to develop the estimates of fair value, and
            accordingly, the estimates are not necessarily indicative of the
            amounts that the Company could realize in a current market exchange.

NOTE 2      DEVELOPMENT STAGE OPERATIONS

            As of December 31, 2000, the Company was in the development stage of
            operations. According to the Financial Accounting Standards Board of
            the Financial Accounting Foundation, a development stage company is
            defined as a company that devotes most of its activities to
            establishing a new business activity. In addition, planned principle
            activities have not commenced, or have commenced and have not yet
            produced significant revenue.

            The Company expensed development costs as follows:

                  Twelve month period ended March 31, 2000            $   30,186
                  Period from June 27, 1988 (date of inception) to
                     December 31, 2000                                $  122,495

NOTE 3      INCOME TAXES

            Significant components of the Company's deferred tax assets and
            liabilities are as follows as of December 31, 2000 and March 31,
            2000:

                                                     December 31,     March 31,
                                                         2000           2000
                                                     ------------   ------------

            Deferred tax assets
              Net operating losses carryforward      $     17,250   $     16,850

              Less valuation allowance                     17,250         16,850
                                                     ------------   ------------

              Net deferred tax assets                $          0   $          0
                                                     ============   ============

            Deferred tax liabilities                 $          0   $          0
                                                     ============   ============

            See Accompanying Notes and Independent Auditors' Report.


                                       9
<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 3      INCOME TAXES (CONTINUED)

                                                     December 31,     March 31,
                                                         2000           1999
                                                     ------------   ------------

      A reconciliation of the valuation allowance
       is as follows:

         Balance at beginning of year                $     16,850   $     11,636

         Addition for year - net operating loss               400          5,214
                                                     ------------   ------------

         Balance at end of year                      $     17,250   $     16,850
                                                     ============   ============

NOTE 4      NET OPERATING LOSS CARRYFORWARD

            The Company has the following net operating loss carryforwards at
            December 31, 2000:

               Year Ended                   Amount              Expiration Date
            -----------------             ----------           -----------------

             March 31, 1994               $    2,770            March 31, 2009
             March 31, 1995                    1,034            March 31, 2010
             March 31, 1996                    1,072            March 31, 2011
             March 31, 1997                   25,857            March 31, 2012
             March 31, 1998                   31,567            March 31, 2018
             March 31, 1999                    1,134            March 31, 2019
             March 31, 2000                   30,186            March 31, 2020
            December 31, 2000                  2,209           December 31, 2020
                                          ----------

                                          $   95,829
                                          ==========

            Future changes in ownership may limit the ability of the Company to
            utilize its net operating loss carryforwards prior to their
            expiration.

NOTE 5      STOCK WARRANTS

            The Company had outstanding A warrants and B warrants in the amounts
            of 10,465,000 and 3,732,500, respectively. The A warrants entitled
            holders to purchase one share of the Company's $.001 par value
            common stock for $.25 per share and expired on December 31, 1999.
            The B warrants entitle holders to purchase one share of the
            Company's $.001 par value common stock for $.40 per share and
            expired on December 31, 2000.

            As of December 31, 2000, all of the warrants have expired.

            See Accompanying Notes and Independent Auditors' Report.


                                       10
<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 6      PREFERRED STOCK

            No rights or preferences have been assigned to the preferred stock.

NOTE 7      GOING CONCERN

            These financial statements are presented on the basis that the
            Company is a going concern. Going concern contemplates the
            realization of assets and the satisfaction of liabilities in the
            normal course of business over a reasonable length of time. The
            Company has incurred net losses of $109,967 from inception. In
            addition, the Company has abandoned all development activities and
            has no assets. These factors raise substantial doubt as to the
            Company's ability to continue as a going concern.

            Management's plans to eliminate the going concern situation include
            but are not limited to seeking a merger candidate.

            See Accompanying Notes and Independent Auditors' Report.


                                       11