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 June 30, 1998

                                       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 June 30, 1998
Common Stock, $.001                      2,232,500 shares
     par value                           ----------------
                                      Outstanding Securities

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

<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, 1998 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.

On August 17, 1995, the Company executed a letter of intent to acquire a
privately held operating company in a reverse acquisition. The proposed merger
never occurred and the $50,000 the Company had advanced under the proposed
agreement was never repaid and was subsequently written off by the Company.

There were no material changes in financial condition in the current quarter.
The Company's working capital was 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 except for the wrote of a portion of
the an outstanding promissory note as described above.

The Company had no operating revenues, however, it earned interest on its cash
accounts. The Company incurred expenses relating to its annual report to
shareholders during the current quarter.

The Company realized a net loss of ($2,523) from operations for the three month
period ended June 30, 1998 compared to a net loss of ($2,466) for the three
month period ended June 30, 1997. For the three month period ended June 30,
1998, the Company had revenues of $7, composed of interest income. The Company
had revenue of $8 for the three month period ended June 30, 1997. The net loss
per share for the three month periods ended June 30, 1998 and 1997 was ($.001)
and nil, respectively.

The Company had development costs of $2,530 for the three month period ended
June 30, 1998 compared to costs and expenses of $2,474 for the three month
period

<PAGE>

ended June 30, 1997.

The Company's assets at June 30, 1998 were $961 compared to assets of
approximately $1,050 at June 30, 1997. The Company's liabilities at June 30,
1998 were approximately $7,316 compared to liabilities of approximately $5,024
at June 30, 1997.

Total shareholder equity decreased from a deficit of ($3,974) at June 30, 1997
to a deficit of ($6,355) at June 30, 1998.

Liquidity and Capital Resources

As of June 30, 1998 and 1997, the Company had no working capital. The Company
does not have adequate working capital for its operations and is seeking a
potential merger candidate.

Effect of Inflation

Inflation did not have any significant effect on the operations of the Company
during the three months ended June 30, 1998. Further, inflation is not expected
to have any significant effect on future operations of the Company.

PART II OTHER INFORMATION

Items 1, 2, 3, 4 and 5 are inapplicable.

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
                                  JUNE 30, 1998

                                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 (Deficit) .......    4 - 5

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

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

<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 June 30, 1998, and the related statements of
operations, changes in stockholders' equity (deficit) and cash flows for the
three months then ended and for the period from June 27, 1988 (Date of
Inception) to June 30, 1998, 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
                                  JUNE 30, 1998
                                   (UNAUDITED)

                                     ASSETS

CURRENT ASSETS
       Cash and cash equivalents                                       $    961
                                                                       --------

            TOTAL ASSETS                                               $    961
                                                                       ========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
       Accounts payable                                                $  4,316
       Compensation payable, officer                                      3,000
                                                                       --------

              TOTAL CURRENT LIABILITIES                                $  7,316

STOCKHOLDERS' EQUITY (DEFICIT)
       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 of stock                   70,373
       Deficit accumulated during the development
          stage                                                         (78,961)
                                                                       --------

            TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                         (6,355)
                                                                       --------

            TOTAL LIABILITIES AND STOCKHOLDERS'
              EQUITY (DEFICIT)                                         $    961
                                                                       ========

       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 MONTHS ENDED JUNE 30, 1998
                      AND FOR THE PERIOD FROM JUNE 27, 1988
                      (DATE OF INCEPTION) TO JUNE 30, 1998
                                   (UNAUDITED)

                                                    Three          June 27, 1988
                                                    Months            (Date of
                                                    Ended          Inception) to
                                                June 30, 1998      June 30, 1998
                                                -------------      -------------

REVENUE - INTEREST INCOME                        $         7         $ 14,715

DEVELOPMENT COST                                       2,530           93,676
                                                 -----------         --------

NET (LOSS)                                       $    (2,523)        $(78,961)
                                                 ===========         ========

NET (LOSS) PER COMMON SHARE                      $     (.001)
                                                 ===========

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING

       Basic and diluted                           2,232,500
                                                 ===========

       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 (DEFICIT)
              FOR THE PERIOD FROM JUNE 27, 1988 (DATE OF INCEPTION)
                                TO JUNE 30, 1998
                                   (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 (DEFICIT) (CONTINUED)
              FOR THE PERIOD FROM JUNE 27, 1988 (DATE OF INCEPTION)
                                TO JUNE 30, 1998
                                   (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 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 THREE
   MONTHS ENDED
   JUNE 30, 1998                          0                0                0                0                0           (2,523)
                                  ---------        ---------        ---------        ---------        ---------        ---------

BALANCE, JUNE 30, 1998                    0        $       0        2,232,500        $   2,233        $  70,373        $ (78,961)
                                  =========        =========        =========        =========        =========        =========
</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 THREE MONTHS ENDED JUNE 30, 1998
                      AND FOR THE PERIOD FROM JUNE 27, 1988
                      (DATE OF INCEPTION) TO JUNE 30, 1998
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                            Three        June 27, 1988
                                                            Months          (Date of
                                                            Ended        Inception) to
                                                        June 30, 1998    June 30, 1998
                                                        -------------    -------------
<S>                                                       <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
       Net (loss)                                         $ (2,523)        $(78,961)
       Adjustments to reconcile net (loss) to
          net cash (used) by operating activities:
             Allowance for doubtful accounts                     0           50,000
             Amortization                                        0              500
       Changes in operating assets and liabilities
          Accounts payable                                       0            7,316
                                                          --------         --------
               NET CASH (USED) BY
                  OPERATING ACTIVITIES                      (2,523)         (21,145)
                                                          --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES
       Loan to merger candidate                                  0          (50,000)
                                                          --------         --------

               NET CASH (USED) BY
                  INVESTING ACTIVITIES                           0          (50,000)
                                                          --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES
       Proceeds from issuance of common stock                    0           97,250
       Offering costs incurred                                   0          (24,644)
       Acquisition of organization costs                         0             (500)
                                                          --------         --------

               NET CASH PROVIDED BY
                  FINANCING ACTIVITIES                           0           72,106
                                                          --------         --------

NET INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                                     (2,523)             961

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                                       3,484                0
                                                          --------         --------

CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                          $    961         $    961
                                                          ========         ========
</TABLE>

       See Accompanying Notes and Independent Accountants' Review Report.


                                       6
<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      STATEMENTS OF CASH FLOWS (CONTINUED)
                    FOR THE THREE MONTHS ENDED JUNE 30, 1998
                      AND FOR THE PERIOD FROM JUNE 27, 1988
                      (DATE OF INCEPTION) TO JUNE 30, 1998
                                   (UNAUDITED)

                                                      Three        June 27, 1988
                                                      Months          (Date of
                                                      Ended        Inception) to
                                                  June 30, 1998    June 30, 1998
                                                  -------------    -------------

SUPPLEMENTAL DISCLOSURE OF CASH
   FLOW INFORMATION

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

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

       See Accompanying Notes and Independent Accountants' Review Report.


                                       7
<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1998
                                   (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.


                                       8
<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1998
                                   (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 June 30, 1998 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 June 30, 1998, 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 $2,530 of development costs for
      the three months ended June 30, 1998 and $93,676 for the period from June
      27, 1988 (date of development stage) to June 30, 1998.

NOTE 3 INCOME TAXES

(Loss) before income taxes                                              $(2,523)
                                                                        -------

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
                                                                        -------

       See Accompanying Notes and Independent Accountants' Review Report.


                                       9
<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1998
                                   (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:

                                                           Deferred Tax
                                                    ----------------------------
                                                     Assets          Liabilities
                                                    -------          -----------

Net operating loss                                  $11,844            $     0

Valuation allowance                                  11,844                  0
                                                    -------            -------

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

      A reconciliation of the valuation allowance is as follows:

Balance, April 1, 1998                                                 $11,466

Addition for the three months ended June 30, 1998                          378
                                                                       -------

Balance, June 30, 1998                                                 $11,844
                                                                       =======

NOTE 4 TAX CARRYFORWARD

      The company has the following tax carryforwards at June 30, 1998

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

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
March 31, 1995                        1,072                  March 31, 2010
March 31, 1996                       25,857                  March 31, 2011
March 31, 1997                       31,567                  March 31, 2012
March 31, 1998                        2,324                  March 31, 2013
                                   --------

                                   $ 76,438
                                   ========

       See Accompanying Notes and Independent Accountants' Review Report.


                                       10
<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 1998
                                   (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 June 30, 1998 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.


                                       11