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 December 31, 1997

                          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 December 31, 1997
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, 1997 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
was conditional upon the following events: (1) the operating company would plan,
finance, construct, and operate a 200 bed hospital in Bahrain, (2) the hospital
is to be used as a teaching hospital in conjunction with the Arabian Gulf
University (AGU) Medical School, (3) the land for the project is to be donated
by AGU, (4) the operating company would have the cooperation of the Bahrain
government and required licensing authorities, and (5) the operating company
would have authorization of the local military hospital to open and operate the
facility, and the funds and purchasing ability to acquire the personnel,
equipment and supplies for that purpose. In connection with the proposed merger,
the Company advanced $50,000 to a merger candidate. The advance was evidenced by
a promissory note due August 17, 1996, at 8 percent interest. As of August 17,
1996, the merger candidate had failed to repay the advance. The Company was
ultimately unsuccessful in its effort to acquire the privately held company and
eventually wrote off the remaining amount of the promissory note.

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.
<PAGE>

The Company realized a net loss of ($27) from operations for the three month
period ended December 30, 1997 compared to a net gain of $23 for the three month
period ended December 30, 1996. For the three month period ended December 31,
1997, the Company had revenues of $8. The Company had revenues of $23 for the
three month period ended December 31, 1996. The net loss and net gain per share
for the three month periods ended December 31, 1997 and 1996 was nil.

The Company realized a net loss of ($2,515) from operations for the nine month
period ended December 31, 1997 compared to a net loss of ($391) for the nine
month period ended December 31, 1996. For the nine month period ended December
31, 1997, the Company had revenues of $24, composed mostly of interest income.
The Company had revenues of $53 for the nine month period ended December 31,
1996. The net loss per share for the nine month periods ended December 31, 1997
and 1996 was ($.001) and nil, respectively.

The Company had development costs of $35 for the three month period ended
December 31, 1997 compared to no costs and expenses for the three month period
ended December 31, 1996.

The Company's assets at December 31, 1997 were $1,001 compared to assets of
approximately $29,500 at December 31, 1996. The difference is due to the
Company's write off of the balance of the $50,000 loan it made. The Company's
liabilities at December 31, 1997 were approximately $5,024 compared to
liabilities of approximately $2,024 at December 31, 1996. The difference is
attributable to development costs.

Total shareholder equity decreased from $27,668 at December 31, 1996 to a
deficit of ($4,023) at December 31, 1997.

Liquidity and Capital Resources

As of December 31, 1997, the Company had no working capital. The Company had
working capital of approximately $900 at December 31, 1996 consisting of $2,942
in current assets and $2,024 in current liabilities. The Company does not have
adequate working capital for its operations. Presently, the Company has no
working capital and is seeking a merger candidate.

Effect of Inflation

Inflation did not have any significant effect on the operations of the Company
during the three months ended December 31, 1997. 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.
<PAGE>

                                        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
                                DECEMBER 31, 1997

<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 (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 December 31, 1997, and the related statements of
operations, changes in stockholders' equity (deficit) and cash flows for the
three and nine months then ended and for the period from June 27, 1988 (Date of
Inception) to December 31, 1997, 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
                                DECEMBER 31, 1997
                                   (UNAUDITED)

                                     ASSETS

CURRENT ASSETS
       Cash and cash equivalents                                       $  1,001
                                                                       --------

            TOTAL ASSETS                                               $  1,001
                                                                       ========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
       Accounts payable                                                $  2,024
       Compensation payable, officer                                      3,000
                                                                       --------

              TOTAL CURRENT LIABILITIES                                $  5,024

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                                                         (76,629)
                                                                       --------

            TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                         (4,023)
                                                                       --------

            TOTAL LIABILITIES AND STOCKHOLDERS'
              EQUITY (DEFICIT)                                         $  1,001
                                                                       ========

       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 NINE MONTHS ENDED DECEMBER 31, 1997
                      AND FOR THE PERIOD FROM JUNE 27, 1988
                    (DATE OF INCEPTION) TO DECEMBER 31, 1997
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                      Three                Nine             June 27, 1988
                                     Months                Months             (Date of
                                      Ended                Ended            Inception) to
                                December 31, 1997    December 31, 1997    December 31, 1997
                                -----------------    -----------------    -----------------
<S>                               <C>                  <C>                    <C>
REVENUE - INTEREST INCOME         $         8          $        24            $    14,644

DEVELOPMENT COST                           35                2,539                 91,273
                                  -----------          -----------            -----------

NET (LOSS)                        $       (27)         $    (2,515)           $   (76,629)
                                  ===========          ===========            ===========

NET (LOSS) PER
   COMMON SHARE                   $     (.000)         $     (.001)
                                  ===========          ===========

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 (DEFICIT)
              FOR THE PERIOD FROM JUNE 27, 1988 (DATE OF INCEPTION)
                              TO DECEMBER 31, 1997
                                   (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 DECEMBER 31, 1997
                                   (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 NINE
   MONTHS ENDED
   DECEMBER 31, 1997              0           0           0           0           0      (2,515)
                          ---------   ---------   ---------   ---------   ---------   ---------

BALANCE,
   DECEMBER 31, 1997              0   $       0   2,232,500   $   2,233   $  70,373   $ (76,629)
                          =========   =========   =========   =========   =========   =========
</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 NINE MONTHS ENDED DECEMBER 31, 1997
                      AND FOR THE PERIOD FROM JUNE 27, 1988
                    (DATE OF INCEPTION) TO DECEMBER 31, 1997
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                           Nine           June 27, 1988
                                                          Months            (Date of
                                                          Ended           Inception) to
                                                     December 31, 1997   December 31, 1997
                                                     -----------------   -----------------
<S>                                                      <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
       Net (loss)                                        $ (2,515)           $(76,629)
       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               5,024
                                                         --------            --------

           NET CASH (USED) BY
              OPERATING ACTIVITIES                         (2,515)            (21,105)
                                                         --------            --------

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                                    (2,515)              1,001

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF PERIOD                                      3,516                   0
                                                         --------            --------

CASH AND CASH EQUIVALENTS AT
   END OF PERIOD                                         $  1,001            $  1,001
                                                         ========            ========
</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 NINE MONTHS ENDED DECEMBER 31, 1997
                      AND FOR THE PERIOD FROM JUNE 27, 1988
                    (DATE OF INCEPTION) TO DECEMBER 31, 1997
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                 Nine            June 27, 1988
                                                 Months            (Date of
                                                 Ended           Inception) to
                                           December 31, 1997   December 31, 1997
                                           -----------------   -----------------
<S>                                              <C>                  <C>
SUPPLEMENTAL DISCLOSURE OF CASH
   FLOW INFORMATION

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

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

       See Accompanying Notes and Independent Accountants' Review Report.


                                       7
<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1997
                                   (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
                                DECEMBER 31, 1997
                                   (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 December 31, 1997 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, 1997, 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 $2,539 of development costs for
      the nine months ended December 31, 1997 and $91,273 for the period from
      June 27, 1988 (date of development stage) to December 31, 1997.

NOTE 3 INCOME TAXES

<TABLE>
<S>                                                                            <C>
      (Loss) before income taxes                                               $(2,515)
                                                                               -------

      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.


                                       9
<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1997
                                   (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                          $11,494          $     0

      Valuation allowance                          11,494                0
                                                  -------          -------

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

      A reconciliation of the valuation allowance is as follows:

      Balance, April 1, 1997                                       $11,117

      Addition for the nine months ended December 31, 1997             377
                                                                   -------

      Balance, December 31, 1997                                   $11,494
                                                                   =======

NOTE 4 TAX CARRYFORWARD

      The company has the following tax carryforwards at December 31, 1997

        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
                                -------

                                $74,114
                                =======

       See Accompanying Notes and Independent Accountants' Review Report.


                                       10
<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1997
                                   (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 December 31, 1997 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