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 March 31, 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

                       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 March 31, 2000
Common Stock, $.001                         22,325,500 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 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 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.

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

There were no material changes in financial condition in the current quarter.
The Company will attempt to carry out its plan of business and hopes to enter
into a business combination with another entity. The Company cannot predict to
what extent its lack of liquidity and capital resources will hinder its business
plan prior to the consummation of a business combination. 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 and had general and administrative
expenses of $25,093. These expenses were incurred in bringing the Company's
audits up to

<PAGE>

date as well as legal fees and filings fees in connection with filing the
Company's reports with the Securities and Exchange Commission.

The Company realized a net loss of ($25,093) from operations for the three month
period ended March 31, 2001 compared to a net loss of ($30,186) for the three
month period ended March 31, 2000. For the three month periods ended March 31,
2001 and 2000, the Company had no revenue. The net loss per share for the three
month periods ended June 30, 2001 and 2000 was nil and ($.01), respectively.

The Company had general and administrative costs of approximately $25,000 for
the three month period ended March 31, 2001 compared to development costs of
approximately $30,000 for the three month period ended March 31, 2000.

The Company had no assets at March 31, 2001 and December 31, 2000. The Company's
current liabilities at March 31, 2001 were approximately $33,500 compared to
current liabilities of approximately $8,300 at December 31, 2000. The difference
is attributable to legal and accounting fees as well as filing fees incurred in
bringing the Company current with its reporting requirements under the 1934 Act.

Total shareholder equity increased from a deficit of approximately ($8,300) at
December 31, 2000 to a deficit of approximately ($34,000) at March 31, 2001.

Liquidity and Capital Resources

As of March 31, 2001 and 2000, the Company had no working capital. The Company
does not have adequate working capital for its operations and is seeking a
potential merger candidate.

The Company's balance sheet as of March 31, 2001 reflects no assets and
substantial liabilities. Further, there exists no agreements or understandings
with regard to loan agreements by or with the Officers, Directors, principals,
affiliates or shareholders of the Company.

Effect of Inflation

Inflation did not have any significant effect on the operations of the Company
during the three months ended March 31, 2001. Further, inflation is not expected
to have any significant effect on future operations of the Company.

NEED FOR ADDITIONAL FINANCING

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

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

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

PART II OTHER INFORMATION

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

Item 6. Exhibits and Reports on Form 8-K

<PAGE>

(a) No reports on Form 8-K were filed during the three months ended March 31,
2001.

(b) Exhibits

99 Financial Statements for the period ended March 31, 2001

                                   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 May 14, 2001                      /s/ Mehrdad Alborz
                                       ---------------------------------
                                       Mehrdad Alborz, CEO, CFO

<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS
                                 MARCH 31, 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 - 5

       Statements of Cash Flows....................................      6 - 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 March 31, 2001, and the related statements of
operations, stockholders' (deficit) and cash flows for the three months ended
March 31, 2001 and 2000, and for the period from June 27, 1988 (date of
inception) to March 31, 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 $135,060 from
inception, has no 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

April 26, 2001

<PAGE>

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

<TABLE>
<CAPTION>
                                     ASSETS

                                                                  March 31,      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                                           $  32,355       $   8,362
       Accounts payable, related entity                               1,100               0
                                                                  ---------       ---------

              TOTAL CURRENT LIABILITIES                              33,455           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                                                    (135,060)       (109,967)
                                                                  ---------       ---------

            TOTAL STOCKHOLDERS' (DEFICIT)                           (33,455)         (8,362)
                                                                  ---------       ---------

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


                                        2
<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                      AND FOR THE PERIOD FROM JUNE 27, 1988
                      (DATE OF INCEPTION) TO MARCH 31, 2001

<TABLE>
<CAPTION>
                                                                              June 27, 1988
                                                  Three Months Ended            (Date of
                                                       March 31,              Inception) to
                                              ---------------------------       March 31,
                                                  2001            2000             2001
                                              -----------      ----------       ---------
<S>                                           <C>              <C>              <C>
REVENUE - INTEREST INCOME                     $         0      $        0       $  14,737
                                              -----------      ----------       ---------

EXPENSES
       General and administrative expenses         25,093               0          27,302
       Development costs                                0          30,186         122,495
                                              -----------      ----------       ---------

                TOTAL EXPENSES                     25,093          30,186         149,797
                                              -----------      ----------       ---------

NET (LOSS)                                    $   (25,093)     $  (30,186)      $(135,060)
                                              ===========      ==========       =========

NET (LOSS) PER COMMON SHARE

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

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING

        Basic and diluted                      22,325,000       2,232,500
                                              ===========      ==========
</TABLE>


                                        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 MARCH 31, 2001

<TABLE>
<CAPTION>
                                          Preferred Stock                     Common Stock
                                   -----------------------------       -----------------------------
                                     Shares             Amount            Shares            Amount
                                   -----------       -----------       -----------       -----------
<S>                                          <C>     <C>                 <C>             <C>
AT DATE OF INCEPTION                         0       $         0                 0       $         0

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

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

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

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

BALANCE, MARCH 31, 1990                      0                 0         1,500,000             1,500

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

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

BALANCE, MARCH 31, 1991                      0                 0         2,232,500             2,233

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

BALANCE, MARCH 31, 1992                      0                 0         2,232,500             2,233

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

BALANCE, MARCH 31, 1993                      0                 0         2,232,500             2,233

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

BALANCE, MARCH 31, 1994                      0                 0         2,232,500             2,233
</TABLE>

<PAGE>

                                      Paid in              Deficit
                                    Capital in           Accumulated
                                     Excess of           During the
                                     Par Value           Development
                                     of Stock               Stage
                                   ------------          -----------

                                   $          0          $         0

                                         20,500                    0

                                              0                  538
                                   ------------          -----------

                                         20,500                  538

                                              0               (2,128)
                                   ------------          -----------

                                         20,500               (1,590)

                                         47,873                    0

                                              0               (6,415)
                                   ------------          -----------

                                         68,373               (8,005)

                                              0               (3,809)
                                   ------------          -----------

                                         68,373              (11,814)

                                              0               (2,770)
                                   ------------          -----------

                                         68,373              (14,584)

                                              0               (1,034)
                                   ------------          -----------

                                         68,373              (15,618)


                                        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 MARCH 31, 2001

<TABLE>
<CAPTION>
                                     Preferred Stock                      Common Stock
                              -----------------------------       -----------------------------
                                 Shares            Amount            Shares            Amount
                              -----------       -----------       -----------       -----------
<S>                                     <C>     <C>                 <C>             <C>
NET (LOSS) FOR THE YEAR
   ENDED MARCH 31, 1995                 0       $         0                 0       $         0
                              -----------       -----------       -----------       -----------

BALANCE, MARCH 31, 1995                 0                 0         2,232,500             2,233

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

BALANCE, MARCH 31, 1996                 0                 0         2,232,500             2,233

CAPITAL CONTRIBUTION                    0                 0                 0                 0

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

BALANCE, MARCH 31, 1997                 0                 0         2,232,500             2,233

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

BALANCE, MARCH 31, 1998                 0                 0         2,232,500             2,233

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

BALANCE, MARCH 31, 1999                 0                 0         2,232,500             2,233

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

BALANCE, MARCH 31, 2000                 0                 0         2,232,500             2,233
</TABLE>

<PAGE>

                                                 Paid in          Deficit
                                               Capital in       Accumulated
                                                Excess of       During the
                                                Par Value       Development
                                                of Stock           Stage
                                              -------------    -------------

                                              $           0    $      (1,072)
                                              -------------    -------------

                                                     68,373          (16,690)

                                                          0          (25,857)
                                              -------------    -------------

                                                     68,373          (42,547)

                                                      2,000                0

                                                          0          (31,567)
                                              -------------    -------------

                                                     70,373          (74,114)

                                                          0           (2,324)
                                              -------------    -------------

                                                     70,373          (76,438)

                                                          0           (1,134)
                                              -------------    -------------

                                                     70,373          (77,572)

                                                          0          (30,186)
                                              -------------    -------------

                                                     70,373         (107,758)


                                        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 MARCH 31, 2001

<TABLE>
<CAPTION>
                                      Preferred Stock                        Common Stock
                              -------------------------------       -------------------------------
                                 Shares             Amount             Shares             Amount
                              ------------       ------------       ------------       ------------
<S>                                      <C>     <C>                  <C>              <C>
COMMON STOCK ISSUED
   FOR SERVICES
   SEPTEMBER 30, 2000                    0       $          0         20,092,500       $     20,092

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

BALANCE,
   DECEMBER 31, 2000                     0       $          0         22,325,000       $     22,325

NET (LOSS) FOR THE THREE
    MONTHS ENDED
    MARCH 31, 2001                       0                  0                  0                  0
                              ------------       ------------       ------------       ------------

BALANCE,
   MARCH 31, 2001                        0       $          0         22,325,000       $     22,325
                              ============       ============       ============       ============
</TABLE>

<PAGE>

                                                 Paid in         Deficit
                                               Capital in      Accumulated
                                                Excess of      During the
                                                Par Value      Development
                                                of Stock          Stage
                                              ------------    ------------

                                              $      8,907    $          0

                                                         0          (2,209)
                                              ------------    ------------

                                                    79,280        (109,967)

                                                         0         (25,093)
                                              ------------    ------------

                                              $     79,280    $   (135,060)
                                              ============    ============


                                       6
<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                      AND FOR THE PERIOD FROM JUNE 27, 1988
                      (DATE OF INCEPTION) TO MARCH 31, 2001

<TABLE>
<CAPTION>
                                                                                           June 27, 1988
                                                                Three Months Ended            (Date of
                                                                     March 31,              Inception) to
                                                             -------------------------        March 31,
                                                                2001            2000            2001
                                                             ---------       ---------       ---------
<S>                                                          <C>             <C>             <C>
CASH FLOWS FROM OPERATING
   ACTIVITIES:
       Net (loss)                                            $ (25,093)      $ (30,186)      $(135,060)
       Adjustments to reconcile net (loss) to net
          cash provided (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                                      25,093          30,229          33,454
                                                             ---------       ---------       ---------
                NET CASH PROVIDED (USED)
                   BY OPERATING ACTIVITIES                           0              43         (22,106)
                                                             ---------       ---------       ---------

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

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

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

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

NET INCREASE IN CASH AND
   CASH EQUIVALENTS                                                  0              43               0

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

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


                                        7
<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      STATEMENTS OF CASH FLOWS (CONTINUED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                      AND FOR THE PERIOD FROM JUNE 27, 1988
                      (DATE OF INCEPTION) TO MARCH 31, 2001

<TABLE>
<CAPTION>
                                                                               June 27, 1988
                                                     Three Months Ended           (Date of
                                                          March 31,             Inception) to
                                                  -------------------------       March 31,
                                                    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>


                                        8
<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 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 generally accepted accounting
            principles. Those estimates and assumptions affect the reported
            amounts of assets and liabilities, the disclosure of contingent
            assets and liabilities, and the reported revenues and expenses.
            Actual results could vary from the estimates that were used.

            Income Taxes

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

            Net (Loss) Per Share

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

            Disclosure About Fair Value of Financial Instruments

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

       See Accompanying Notes and Independent Accountants' Review Report.


                                        9
<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000

NOTE 1      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Disclosure About Fair Value of Financial Instruments (Continued)

            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 March 31, 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 principle
            activities have not commenced, or have commenced and have not yet
            produced significant revenue.

            The Company expensed development costs as follows:

                Three months ended March 31, 2001                     $        0
                Period from June 27, 1988 (date of inception) to
                   March 31, 2001                                     $  122,495

NOTE 3      INCOME TAXES

            Significant components of the Company's deferred tax assets are as
            follows as of March 31, 2001 and 2000:

                                                         March 31,   March 31,
                                                           2001         2000
                                                         -------      -------

            Deferred tax assets
                  Net operating losses carryforward      $21,800      $16,850

                  Less valuation allowance                21,800       16,850
                                                         -------      -------

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

       See Accompanying Notes and Independent Accountants' Review Report.


                                       10
<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000

NOTE 3      INCOME TAXES (CONTINUED)

                                                            March 31,  March 31,
                                                              2001       2000
                                                             -------    -------

            A  reconciliation of the valuation allowance is
              as follows:

                  Balance at beginning of period             $17,250    $11,636

                  Addition - net operating loss                4,550      5,214
                                                             -------    -------

                  Balance at end of period                   $21,800    $16,850
                                                             =======    =======

NOTE 4      NET OPERATING LOSS CARRYFORWARD

            The Company has the following net operating loss carryforwards at
            March 31, 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
                   March 31, 2001               25,093       December 31, 2021
                                          ------------

                                          $    120,922
                                          ============

            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.

       See Accompanying Notes and Independent Accountants' Review Report.


                                       11
<PAGE>

                    UNIVERSAL SERVICES AND ACQUISITIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000

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 $135,060 from inception. In
            addition, the Company has abandoned all development activities and
            has no assets. 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 March 31, 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.


                                       12