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, 2001

                                       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

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. |X| Yes |_| 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, 2001
     Common Stock, $.001                         22,325,000 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-KSB for the year ended December 31, 2000
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 September 30, 2000, the Company converted $29,000 of accounts payable into
8,930,000 shares of common stock. The stock was issued to Stein's Holdings, Inc.
("Stein's") and the Company became a majority owned subsidiary of Stein's at
September 30, 2000.

On November 1, 2001, the Company completed its acquisition of Universal Medical
Alliance ("UMA"), a Nevada corporation. UMA was organized in August, 2001, and
is developing a group purchasing organization as well as intending to operate as
an inventory management solution provider for office-based physicians, to assist
them in managing their medical supplies inventories. As part of the reverse
acquisition of UMA, the Company approved a twenty two-to-one reverse stock split
and approved the change of its name to "Universal Medical Alliance Corp.," which
name change shall be completed shortly. UMA's shareholders were issued 9,000,000
shares of the Company's common stock in restricted form. Stein's is due to
receive $400,000 from this transaction as reimbursement for its expenses in this
transaction. Also as part of this transaction, the Company appointed a new Board
of Directors consisting of Philip Kramer, Peter S. Muffoletto, and Troy A.
Budgen. Mr. Kramer has been appointed President and Peter S. Muffoletto has been
appointed Secretary and Treasurer.

Results of Operations

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

The Company realized a net loss of ($4,523) from operations for the three month
period ended September 30, 2001 compared to a net loss of ($30) for the three
month period ended September 30, 2000. The difference is primarily attributable
to the Company's expenses in complying with its reporting requirements under the

<PAGE>

1934 Securities Exchange Act. For the three month periods ended September 30,
2001 and September 30, 2000, the Company had no revenue. The net loss per share
for the three month periods ended September 30, 2001 and September 30, 2000 was
nil.

The Company realized a net loss of ($36,153) from operations for the six month
period ended September 30, 2001 compared to a net loss of ($40) for the six
month period ended September 30, 2000. The difference is primarily attributable
to the Company's expenses in complying with its reporting requirements under the
1934 Securities Exchange Act. For the six month period ended September 30, 2001
and September 30, 2000, the Company had no revenues. The net loss per share for
the six month periods ended September 30, 2001 and September 30, 2000 was nil.

The Company had general and administrative costs of $4,523 for the three month
period ended September 30, 2001 compared to development costs of $30 for the
three month period ended September 30, 2000.

The Company had no assets at September 30, 2001 and December 31, 2000. The
Company's liabilities at September 30, 2001 were approximately $45,000 compared
to liabilities of approximately $8,400 at December 31, 2000.

Total shareholder equity increased from a deficit of ($109,967) at December 31,
2000 to a deficit of ($146,120) at September 30, 2001.

Liquidity and Capital Resources

As of September 30, 2001 and December 31, 2000, the Company had no working
capital. The Company did not have adequate working capital for its operations.

Effect of Inflation

Inflation did not have any significant effect on the operations of the Company
during the three months ended September 30, 2001. Given recent events, the
Company cannot predict what effect inflation will have on its proposed
operations in the future. At the present time. inflation is not expected to have
any significant effect on future operations of the Company. However, that is
subject to change due to economic and other factors beyond the control 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 October 23, 2001               /s/Charles Smith
                                    ---------------------------------
                                    Charles Smith, CEO, CFO
<PAGE>

                        UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                              (A DEVELOPMENT STAGE COMPANY)
                                  FINANCIAL STATEMENTS
                                   SEPTEMBER 30, 2001

<PAGE>

                                    TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

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

FINANCIAL STATEMENTS

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

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

       Statement of Stockholders' (Deficit) ............................. 4 - 6

       Statements of Cash Flows ......................................... 7 - 8

       Notes to Financial Statements .................................... 9 - 12

<PAGE>

                     INDEPENDENT ACCOUNTANTS' REVIEW REPORT

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

We have reviewed the accompanying balance sheet of Universal Services and
Acquisitions, Inc. as of September 30, 2001, and the related statements of
operations, stockholders' (deficit) and cash flows for the three and nine months
ended September 30, 2001 and 2000 and for the period from June 27, 1988 (date of
inception) to September 30, 2001 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 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.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 6 to the
financial statements, the Company incurred net losses of $146,120 from
inception, has no revenue or assets and has abandoned all development programs.
These factors raise doubt about its ability to continue as a going concern. The
accompanying financial statements do not include any adjustments to the
financial statements that might be necessary should the Company be unable to
continue as a going concern.

We have audited, in accordance with auditing standards generally accepted in the
United States of America, the balance sheet of Universal Services and
Acquisitions, Inc. as of December 31, 2000, and the related statements of
operations, stockholders' (deficit) and cash flows for the year then ended (not
presented herein); and in our report dated January 10, 2001 we expressed an
unqualified opinion on those financial statements, with an additional comment
that there were conditions which raised substantial doubt about the Company's
ability to continue as a going concern. In our opinion, the information set
forth in the accompanying balance sheet as of December 31, 2000 is fairly stated
in all material respects in relation to the balance sheet from which it has been
derived.


Moffitt & Company, P.C.
Scottsdale, Arizona

October 23, 2001

<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                    SEPTEMBER 30, 2001 AND DECEMBER 31, 2000

                                     ASSETS

<TABLE>
<CAPTION>
                                                    September 30,     December 31,
                                                         2001            2000
                                                     (Unaudited)       (Audited)
                                                    -------------    -------------
<S>                                                 <C>              <C>
CURRENT ASSETS
  Cash and cash equivalents                         $           0    $           0
                                                    =============    =============

                      LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
  Accounts payable                                  $      38,540    $       8,362
  Accounts payable, related entity                          5,975                0
                                                    -------------    -------------

     TOTAL CURRENT LIABILITIES                             44,515            8,362
                                                    -------------    -------------

STOCKHOLDERS' (DEFICIT)
  Preferred stock, par value $0.001 per share
    Authorized - 40,000,000 shares
    Issued and outstanding - 0 - shares                         0                0
  Common stock, par value $0.001 per share
    Authorized 100,000,000 shares
    Issued and outstanding  - 22,325,000 shares            22,325           22,325
  Paid in capital in excess of par value of stock          79,280           79,280
  Deficit accumulated during the development
    stage                                                (146,120)        (109,967)
                                                    -------------    -------------

      TOTAL STOCKHOLDERS' (DEFICIT)                       (44,515)          (8,362)
                                                    -------------    -------------

      TOTAL LIABILITIES AND STOCKHOLDERS'
       (DEFICIT)                                    $           0    $           0
                                                    =============    =============
</TABLE>

       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 SEPTEMBER 30, 2001 AND 2000
                      AND FOR THE PERIOD FROM JUNE 27, 1988
                    (DATE OF INCEPTION) TO SEPTEMBER 30, 2001

<TABLE>
<CAPTION>
                                                                                                     June 27, 1988
                                              Three Months Ended              Nine Months Ended           (Date of
                                                  September 30,                 September 30,           Inception) to
                                          --------------------------    ---------------------------     September 30,
                                              2001           2000           2001            2000            2001
                                          -----------     ----------    -----------     -----------     -------------
<S>                                       <C>             <C>           <C>             <C>             <C>
REVENUE - INTEREST INCOME                 $         0     $        0    $         0     $         0     $      14,737
                                          -----------     ----------    -----------     -----------     -------------

EXPENSES
   General and administrative expenses          4,523              0         36,153               0            38,362
   Development costs                                0             30              0              40           122,495
                                          -----------     ----------    -----------     -----------     -------------

         TOTAL EXPENSES                         4,523             30         36,153              40           160,857
                                          -----------     ----------    -----------     -----------     -------------

NET (LOSS)                                $    (4,523)    $      (30)   $   (36,153)    $       (40)    $    (146,120)
                                          ===========     ==========    ===========     ===========     =============

NET (LOSS) PER COMMON SHARE

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

WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING

   Basic and diluted                       22,325,000      2,232,500     22,325,000       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 STOCKHOLDERS' (DEFICIT)
              FOR THE PERIOD FROM JUNE 27, 1988 (DATE OF INCEPTION)
                              TO SEPTEMBER 30, 2001

<TABLE>
<CAPTION>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


       See Accompanying Notes and Independent Accountants' Review Report.


                                        4

<PAGE>

                        UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                              (A DEVELOPMENT STAGE COMPANY)
                    STATEMENT OF STOCKHOLDERS' (DEFICIT) (CONTINUED)
                  FOR THE PERIOD FROM JUNE 27, 1988 (DATE OF INCEPTION)
                                  TO SEPTEMBER 30, 2001

<TABLE>
<CAPTION>
                                                                                 Paid in        Deficit
                                                                                Capital in     Accumulated
                                 Preferred Stock             Common Stock       Excess of      During the
                             -----------------------   -----------------------  Par Value      Development
                               Shares       Amount       Shares       Amount     of Stock         Stage
                             ----------   ----------   ----------   ----------  ----------     -----------
<S>                                   <C> <C>           <C>         <C>         <C>             <C>
NET (LOSS) FOR THE YEAR
  ENDED MARCH 31, 1995                0   $        0            0   $        0  $        0      $  (1,072)
                             ----------   ----------   ----------   ----------  ----------      ---------

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

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

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

CAPITAL CONTRIBUTION                  0            0            0            0       2,000              0

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

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

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

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

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

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

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

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

       See Accompanying Notes and Independent Accountants' Review Report.


                                        5

<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                STATEMENT OF STOCKHOLDERS' (DEFICIT) (CONTINUED)
              FOR THE PERIOD FROM JUNE 27, 1988 (DATE OF INCEPTION)
                              TO SEPTEMBER 30, 2001

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

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

BALANCE,
 DECEMBER 31, 2000                 0   $        0   22,325,000   $   22,325        79,280       (109,967)

NET (LOSS) FOR THE NINE
 MONTHS ENDED
 SEPTEMBER 30, 2001                0            0            0            0             0        (36,153)
                          ----------   ----------   ----------   ----------   -----------   ------------

BALANCE,
 SEPTEMBER 30, 2001                0   $        0   22,325,000   $   22,325   $    79,280   $   (146,120)
                          ==========   ==========   ==========   ==========   ===========   ============
</TABLE>

       See Accompanying Notes and Independent Accountants' Review Report.


                                        6

<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                      AND FOR THE PERIOD FROM JUNE 27, 1988
                    (DATE OF INCEPTION) TO SEPTEMBER 30, 2001

<TABLE>
<CAPTION>
                                                                         June 27, 1988
                                                    Nine Months Ended      (Date of
                                                      September 30,      Inception) to
                                                 ----------------------  September 30,
                                                    2001         2000        2001
                                                 ---------    ---------  -------------
<S>                                              <C>          <C>          <C>
CASH FLOWS FROM OPERATING
 ACTIVITIES:
  Net (loss)                                     $ (36,153)   $     (40)   $(146,120)
  Adjustments to reconcile net (loss) to net
    cash (used) by operating activities:
      Common stock issued for services                   0            0       29,000
      Allowance for doubtful accounts                    0            0       50,000
      Amortization                                       0            0          500
  Changes in operating assets and liabilities:
    Accounts payable                                36,153            0       44,514
                                                 ---------    ---------    ---------
         NET CASH (USED) BY
          OPERATING ACTIVITIES                           0          (40)     (22,106)
                                                 ---------    ---------    ---------

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

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

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

NET (DECREASE) IN CASH AND
 CASH EQUIVALENTS                                        0          (40)           0

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

CASH AND CASH EQUIVALENTS AT
 END OF PERIOD                                   $       0    $       3    $       0
                                                 =========    =========    =========
</TABLE>

       See Accompanying Notes and Independent Accountants' Review Report.


                                        7

<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      STATEMENTS OF CASH FLOWS (CONTINUED)
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                      AND FOR THE PERIOD FROM JUNE 27, 1988
                    (DATE OF INCEPTION) TO SEPTEMBER 30, 2001

<TABLE>
<CAPTION>
                                                                          June 27, 1988
                                                Nine Months Ended           (Date of
                                                  September 30,           Inception) to
                                          -----------------------------   September 30,
                                               2001            2000           2001
                                          -------------   -------------   -------------
<S>                                       <C>             <C>             <C>
SUPPLEMENTAL DISCLOSURE OF CASH
 FLOW INFORMATION

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

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

NON-CASH INVESTING AND
 FINANCING ACTIVITIES

  Issuance of common stock for services   $           0   $           0   $      29,000
                                          =============   =============   =============
</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, 2001 AND 2000

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       Organization and Nature of Business

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

       Accounting Estimates

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

       Income Taxes

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

       Net (Loss) Per Share

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

       Disclosure About Fair Value of Financial Instruments

       The Company estimates that the fair value of all financial
       instruments at September 30, 2001 and December 31, 2000 as defined
       in FASB 107, does not differ materially from the aggregate

       See Accompanying Notes and Independent Accountants' Review Report.


                                        9

<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       Disclosure About Fair Value of Financial Instruments (Continued)

       carrying values of its financial instruments recorded in the
       accompanying balance sheets. 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, 2001, 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 principal
       activities have not commenced, or have commenced and have not yet
       produced significant revenue.

       The Company expensed development costs of $122,495 for the period
       from June 27, 1988 (date of inception) to September 30, 2001.

NOTE 3 INCOME TAXES

       Significant components of the Company's deferred tax assets are as
       follows as of September 30, 2001 and 2000:

<TABLE>
<CAPTION>
                                                              September 30,   September 30,
                                                                   2001            2000
                                                              -------------   -------------
<S>                                                           <C>             <C>
Deferred tax assets
    Net operating losses carryforward                         $      23,800   $      16,850

    Less valuation allowance                                         23,800          16,850
                                                              -------------   -------------

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

A reconciliation of the valuation allowance is as follows:

    Balance at beginning of period                            $      17,250   $      16,850

    Addition - net operating loss                                     6,550               0
                                                              -------------   -------------

    Balance at end of period                                  $      23,800   $      16,850
                                                              =============   =============
</TABLE>

       See Accompanying Notes and Independent Accountants' Review Report.


                                       10

<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000

NOTE 4  NET OPERATING LOSS CARRYFORWARD

        The Company has the following net operating loss carryforwards at
        September 30, 2001:

                  Year Ended          Amount       Expiration Date
             -------------------   -----------    -----------------
                March 31, 1994     $     2,770     March 31, 2009
                March 31, 1995           1,034     March 31, 2010
                March 31, 1996           1,072     March 31, 2011
                March 31, 1997          25,857     March 31, 2012
                March 31, 1998          31,567     March 31, 2018
                March 31, 1999           1,134     March 31, 2019
                March 31, 2000          30,186     March 31, 2020
               December 31, 2000         2,209    December 31, 2020
              September 30, 2001        36,153    December 31, 2021
                                   -----------

                                   $   131,982
                                   ===========

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

NOTE 5  PREFERRED STOCK

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

NOTE 6  GOING CONCERN

        These financial statements are presented on the basis that the
        Company is a going concern. Going concern contemplates the
        realization of assets and the satisfaction of liabilities in the
        normal course of business over a reasonable length of time. The
        Company has incurred net losses of $146,120 from inception. In
        addition, the Company has abandoned all development activities and
        has no assets or revenue. These factors raise doubt as to the
        Company's ability to continue as a going concern.

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

NOTE 7  UNAUDITED FINANCIAL INFORMATION

        The accompanying financial information as of September 30, 2001 and
        2000 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

<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2001 AND 2000

NOTE 8 PROPOSED MERGER

       The Company entered into a proposed merger with Universal Medical
       Alliance (Universal), a Nevada Corporation. Under the terms of the
       merger, the Company must record a 22.325 to 1 reverse stock split of
       its stock so that the outstanding stock would be 1,000,000 common
       shares. The Company will issue 9,000,000 shares of its common stock
       for 100% of Universal and Universal will merge into the Company and
       will then be liquidated. The transaction will be recorded on the
       Company's books as a "reverse acquisition" whereby Universal will be
       considered the accounting acquirer.

       As part of the agreement, Universal is obligated to reimburse Stein's
       Holdings, Inc. $400,000 for its costs in consummating the agreement.

       After the merger, the Company will change its name to Universal
       Medical Alliance Corporation.

       See Accompanying Notes and Independent Accountants' Review Report.


                                       12