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

                                   FORM 10-QSB

|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the quarterly period ended September 30, 1994

                                       or

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

                          Commission File No. 33-29340

                     UNIVERSAL SERVICES & ACQUISITIONS, INC.
             (Exact name of registrant as specified in its charter)

              Colorado, USA                    84-1100774
       (State of Incorporation)        (IRS Employer Identification No.)

           21800 Oxnard Street, #440, Woodland Hills, California 91367
                    (Address of principal executive offices)

                  Registrant's Telephone Number, (818) 598-6780

                       2643 17th Street, Denver, CO 80211
                       ----------------------------------
   (Former name, former address and fiscal year, if changed since last report)

Indicate by check mark if the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or 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

              APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
              PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. |_| Yes |_| No

              APPLICABLE ONLY TO CORPORATE ISSUERS

State number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

      Class                        Outstanding at September 30, 1994
Common Stock, $.001                        2,232,500 shares
     par value                             ----------------
                                        Outstanding Securities

Transitional Small Business Disclosure Format (check one): Yes |_| No |X|

<PAGE>

UNIVERSAL SERVICES & ACQUISITIONS, INC.

PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

Financial statements are unaudited and included herein beginning on page F1 and
are incorporated herein by this reference.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Except for disclosures that report the Company's historical results, the
statements set forth in this section are forward-looking statements. Actual
results may differ materially from those projected in the forward-looking
statements. Additional information concerning factors that may cause actual
results to differ materially from those in the forward-looking statements are in
the Company's annual report on Form 10-K for the year ended March 31, 1994 and
in the Company's other filings with the Securities and Exchange Commission.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Company assumes no
obligation to update any forward-looking statements or comments on the reasons
why actual results may differ therefrom.

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.

There were no material changes in financial condition in the current quarter.
The Company's working capital is not sufficient to meet the obligations of
identifying and evaluating prospective merger candidates.

Results of Operations

There were no material changes in the results of operations as compared with the
corresponding period of the previous year.

The Company had no operating revenues, however, it earned interest on its cash
accounts.

The Company realized a net loss of ($1,415) from operations for the three month
period ended September 30, 1994 compared to a loss of ($1,538) for the three
month period ended September 30, 1993. For the three month period ended
September 30, 1994, the Company had revenues of $389, composed of interest
income. The Company had revenue of $280 for the three month period ended
September 30, 1993. The net loss per share for the three month periods ended
September 30, 1994 and 1993 was nil and ($.001), respectively.

The Company realized a net loss of ($1,823) from operations for the six month
period ended September 30, 1994 compared to a loss of ($1,288) for the six month
period ended September 30, 1993. For the six month period ended September 30,
1994, the Company had revenues of $614, composed of interest income. The Company
had revenues of $631 for the six month period ended September 30, 1993. The net
loss per share for the six month periods ended September 30, 1994 and 1993 was
nil and ($.001), respectively.

The Company had development costs of $1,804 for the three month period ended

<PAGE>

September 30, 1994 compared to costs and expenses of $1,818 for the three month
period ended September 30, 1993.

The Company's assets at September 30, 1994 were $54,829 compared to assets of
approximately $55,000 at September 30, 1993. The difference is due to the
Company's development costs. The Company's liabilities at September 30, 1994
were approximately $1,664 compared to liabilities of approximately $500 at
September 30, 1993.

Total shareholder equity decreased from $54,734 at September 30, 1993 to $53,165
at September 30, 1994.

Liquidity and Capital Resources

As of September 30, 1994, the Company had working capital of approximately
$52,500 consisting of $54,329 in current assets and $1,664 in current
liabilities. The Company had working capital of approximately $54,000 at
September 30, 1993 consisting of approximately $55,000 in current assets and
$500 in current liabilities. The Company had adequate working capital for its
current operations. Presently, the Company has no working capital.

Effect of Inflation

Inflation did not have any significant effect on the operations of the Company
during the three months ended September 30, 1994. Further, inflation is not
expected to have any significant effect on future operations of the Company.

PART II OTHER INFORMATION

Items 1, 2, 3, and 4 are Inapplicable.

Item 5. Other Information.

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.

Item 6. Exhibits and Reports on Form 8-K

No reports on Form 8-K were filed for the relevant period.

                                    SIGNATURES

Pursuant to the requirements 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.

                                    UNIVERSAL SERVICES & ACQUISITIONS, INC.


Date January 31, 2001               /s/ Mehrdad Alborz
                                    ---------------------------------
                                    Mehrdad Alborz, CEO, CFO

<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1994

<PAGE>

                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

INDEPENDENT ACCOUNTANTS' REVIEW REPORT............................          1

FINANCIAL STATEMENTS

       Balance Sheet..............................................          2

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

       Statement of Changes in Stockholders' Equity...............        4 - 5

       Statements of Cash Flows...................................          6

       Notes to Financial Statements..............................        7 - 10

<PAGE>

                     INDEPENDENT ACCOUNTANTS' REVIEW REPORT

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

We have reviewed the accompanying balance sheet of Universal Services and
Acquisitions, Inc. as of September 30, 1994, and the related statements of
operations, changes in stockholders' equity and cash flows for the three and six
months then ended and for the period from June 27, 1988 (Date of Inception) to
September 30, 1994, in accordance with Statements on Standards for Accounting
and Review Services issued by the American Institute of Certified Public
Accountants. All information included in these financial statements is the
representation of the management of Universal Services and Acquisitions, Inc.

A review consists principally of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.

Moffitt & Company, P.C.
Scottsdale, Arizona


May 1, 2000

<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                               SEPTEMBER 30, 1994
                                   (UNAUDITED)

                                     ASSETS

CURRENT ASSETS
       Cash and cash equivalents                           $      54,329

INTANGIBLE ASSETS                                                    500
                                                           -------------

            TOTAL ASSETS                                   $      54,829
                                                           =============



                      LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES
  Accounts payable                                         $      1,664
                                                           ------------

         TOTAL CURRENT LIABILITIES                         $      1,664

STOCKHOLDERS' EQUITY
  Preferred stock, par value $0.001 per share
     Authorized - 40,000,000 shares
     Issued and outstanding - 0 - shares                              0
  Common stock, par value $0.001 per share
     Authorized 100,000,000 shares
     Issued and outstanding - 2,232,500 shares                    2,233
  Paid in capital in excess of par value                         68,373
  Deficit accumulated during the development
     stage                                                      (17,441)
                                                           ------------

       TOTAL STOCKHOLDERS' EQUITY                                53,165
                                                           ------------

       TOTAL LIABILITIES AND STOCKHOLDERS'
         EQUITY                                            $     54,829
                                                           ============

       See Accompanying Notes and Independent Accountants' Review Report.


                                       2
<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
              FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 1994
                      AND FOR THE PERIOD FROM JUNE 27, 1988
                    (DATE OF INCEPTION) TO SEPTEMBER 30, 1994
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                      Three                 Six             June 27, 1988
                                      Months               Months             (Date of
                                      Ended                Ended            Inception) to
                               September 30, 1994    September 30, 1994   September 30, 1994
                               ------------------    ------------------   ------------------
<S>                             <C>                   <C>                   <C>
REVENUE - INTEREST INCOME       $          389        $          614        $       4,384

DEVELOPMENT COST                         1,804                 2,437               21,825
                                --------------        --------------        -------------

NET (LOSS)                      $       (1,415)       $       (1,823)       $     (17,441)
                                ==============        ==============        ==============

NET (LOSS) PER COMMON
   SHARE                        $        (.000)       $        (.000)
                                ==============        ==============

WEIGHTED AVERAGE NUMBER
   OF COMMON SHARES
   OUTSTANDING

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

       See Accompanying Notes and Independent Accountants' Review Report.


                                       3
<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
              FOR THE PERIOD FROM JUNE 27, 1988 (DATE OF INCEPTION)
                              TO SEPTEMBER 30, 1994
                                   (UNAUDITED)

<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)
</TABLE>

       See Accompanying Notes and Independent Accountants' Review Report.


                                       4
<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (CONTINUED)
              FOR THE PERIOD FROM JUNE 27, 1988 (DATE OF INCEPTION)
                              TO SEPTEMBER 30, 1994
                                   (UNAUDITED)

<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, 1994                    0    $       0              0     $        0      $        0       $   (1,034)
                                  ----------    ---------      ---------     ----------      ----------       ----------

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

NET (LOSS) FOR THE SIX
   MONTHS ENDED
   SEPTEMBER 30, 1994                      0            0              0              0               0           (1,823)
                                  ----------    ---------      ---------     ----------      ----------       ----------

BALANCE,
   SEPTEMBER 30, 1994                      0    $       0      2,232,500     $    2,233      $   68,373       $  (17,441)
                                  ==========    =========      =========     ==========      ===========      ==========
</TABLE>

          See Accompanying Notes and Independent Accountants' Review Report.


                                       5
<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                   FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1994
                      AND FOR THE PERIOD FROM JUNE 27, 1988
                    (DATE OF INCEPTION) TO SEPTEMBER 30, 1994
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     Six                     June 27, 1988
                                                                    Months                     (Date of
                                                                    Ended                    Inception) to
                                                             September 30, 1994           September 30, 1994
                                                             ------------------           ------------------
<S>                                                          <C>                          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
       Net (loss)                                            $           (1,823)          $          (17,441)
       Adjustments to reconcile net (loss) to
          net cash (used) by operating activities:
             Amortization                                                     0                           69
       Changes in operating assets and liabilities
          Deferred income tax                                                 0                          (69)
          Accounts payable                                                  689                        1,664
                                                             ------------------           ------------------

               NET CASH (USED) BY OPERATING
                  ACTIVITIES                                             (1,134)                     (15,777)
                                                             ------------------           ------------------

CASH FLOWS FROM FINANCING ACTIVITIES
       Proceeds from issuance of common stock                                 0                       95,250
       Offering costs incurred                                                0                      (24,644)
       Acquisition of organization costs                                      0                         (500)
                                                             ------------------           ------------------

               NET CASH PROVIDED BY
                  FINANCING ACTIVITIES                                        0                       70,106
                                                             ------------------           ------------------

NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                                                  (1,134)                      54,329

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                                                   55,463                            0
                                                             ------------------           ------------------

CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                             $           54,329           $           54,329
                                                             ==================           ==================

SUPPLEMENTAL DISCLOSURE OF CASH
   FLOW INFORMATION

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

       Taxes paid                                            $                0           $              132
                                                             ==================           ==================
</TABLE>

       See Accompanying Notes and Independent Accountants' Review Report.


                                       6
<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1994
                                   (UNAUDITED)


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.

            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 bases 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
            per share. Basic earnings per share is computed by dividing net
            income available to common shareowners 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 Accountants' Review Report.


                                       7
<PAGE>


                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1994
                                   (UNAUDITED)


NOTE 1      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Disclosure About Fair Value of Financial Instruments

            The company has financial instruments, none of which are held for
            trading purposes. The company estimates that the fair value of all
            financial instruments at September 30, 1994 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 September 30, 1994, 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.

            FAS-7 requires that all development costs be expensed during the
            development period. The company expensed $2,437 of development costs
            for the six months ended September 30, 1994 and $21,825 for the
            period from June 27, 1988 (date of development stage) to September
            30, 1994.

NOTE 3      INCOME TAXES

<TABLE>
<CAPTION>
             <S>                                                     <C>
            (Loss) before income taxes                               $       (1,823)
                                                                     --------------

            The provision for income taxes is estimated as follows:
                   Currently payable                                 $            0
                                                                     --------------
                   Deferred                                          $            0
                                                                     --------------

            A reconciliation of the provision for income taxes
              compared with the amounts at the U.S. Federal
              Statutory rates is as follows:
                Tax at U.S. Federal Statutory income tax rates       $            0
                                                                     --------------
</TABLE>

       See Accompanying Notes and Independent Accountants' Review Report.


                                       8

<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1994
                                   (UNAUDITED)

NOTE 3      INCOME TAXES (CONTINUED)
            Deferred income tax assets and liabilities reflect the
              impact of temporary differences between amounts
              of assets and liabilities for financial reporting
              purposes and the basis of such assets and liabilities
              as measured by tax laws.
                 The net deferred tax assets is:                       $       0
                                                                       ---------
                 The net deferred tax liability is:                    $       0
                                                                       ---------

            Temporary  differences and carryforwards that gave rise to deferred
              tax assets and liabilities included the following:

<TABLE>
<CAPTION>
                                                                  Deferred Tax
                                                           ---------------------------
                                                              Assets       Liabilities
                                                           ------------    -----------
                <S>                                        <C>            <C>
                Net operating loss                         $      2,616   $          0

                Valuation allowance                               2,616              0
                                                           ------------   ------------

                Total deferred taxes                       $          0   $          0
                                                           ============   ============

            A reconciliation of the valuation allowance is as follows:

                Balance, April 1, 1994                                    $      2,343

                Addition for the six months ended September 30, 1994               273
                                                                            ----------

                Balance, September 30, 1994                               $      2,616
                                                                          ============
</TABLE>

NOTE 4      TAX CARRYFORWARD

           The company has the following tax carryforwards at September 30, 1994

<TABLE>
                      Year Ended                  Amount           Expiration Date
                      ----------               ------------        ---------------
                    <S>                        <C>                 <C>
                    March 31, 1990             $      1,590        March 31, 2005
                    March 31, 1991                    6,415        March 31, 2006
                    March 31, 1992                    3,809        March 31, 2007
                    March 31, 1993                    2,770        March 31, 2008
                    March 31, 1994                    1,034        March 31, 2009
                                               ------------

                                               $     15,618
                                               ============
</TABLE>


                                       9

<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1994
                                   (UNAUDITED)


NOTE 4      TAX CARRYFORWARD (CONTINUED)

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

NOTE 6      PREFERRED STOCK

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

NOTE 7      UNAUDITED FINANCIAL INFORMATION

            The accompanying financial information as of September 30, 1994 is
            unaudited. In managements opinion, such information includes all
            normal recurring entries necessary to make the financial information
            not misleading.

       See Accompanying Notes and Independent Accountants' Review Report.


                                       10