U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(D) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

[_]  TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES ACT OF 1934

FOR THE YEAR ENDED September 30, 2001

COMMISSION FILE NUMBER 000-29197


                         UNITED SERVICE ATTENDANTS, INC.
                    ----------------------------------------
                 (Name of Small Business Issuer in its Charter)



Florida                                                   65-0950421
-----------------------------------------       --------------------------------
 (State or other jurisdiction of                (I.R.S. Employer
 Incorporation or organization)                          Identification No.)

4878 Ronson Court
San Diego, California                                       92111
------------------------------------------      --------------------------------
(Address of Principal Executive Office)                   (Zip Code)

                                 (858) 243-2615
                         -------------------------------
                           (Issuer's Telephone Number)

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act: None

------------------
Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filings requirements for the past 90 days. Yes [_] No [X]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to the Form 10-KSB. [_]

The Issuer's revenues for the fiscal year ended September 30, 2001 was $0.

The aggregate market value of voting common equity held by  non-affiliates as of
December 31, 2004 was approximately $0.

As of December 31, 2004 there were  5,650,000  shares of common stock issued and
outstanding.

Transitional Small Business Disclosure Format: Yes [_] No [X]


<PAGE>



Item No.                           Description


  PART I....................................................................

Item 1.  Description of Business............................................

Item 2.  Description of Properties..........................................

Item 3.  Legal Proceedings..................................................

Item 4.  Submission of Matters to a Vote of Security Holders................

  PART II...................................................................

Item 5.  Market for Common Equity and Related Stockholder Matters...........

Item 6.  Management's Discussion and Analysis or Plan of Operation..........

Item 7.  Financial Statements...............................................

Item 8.  Changes In and Disagreements With Accountants
         On Accounting And Financial Disclosure.............................

  PART III..................................................................

Item 9.  Directors, Executive Officers, Promoters and Control Persons:
         Compliance with Section 16(a) of the Exchange Act..................

Item 10. Executive Compensation.............................................

Item 11. Security Ownership of Certain Beneficial Owners and Management.....

Item 12. Certain Relationships and Related Transactions.....................

  PART IV...................................................................

Item 13. Exhibits, Financial Statement Schedules And Reports On Form 8-K....

Item 14. Controls and Procedures............................................

SIGNATURES

FINANCIAL STATEMENTS--INDEPENDENT AUDITOR'S REPORT







<PAGE>



                 Caution Regarding Forward Looking Information

Certain  statements  contained  in  this  annual  filing,   including,   without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions;  raw material costs and
availability;  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

Given  these  uncertainties,  readers  of this Form  10-KSB  and  investors  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any revisions to any of the forward-  looking  statements
contained herein to reflect future events or developments.



                                     PART I


ITEM 1. DESCRIPTION OF BUSINESS

United Service Attendants,  Inc., a Florida corporation, was incorporated on May
11, 1994. The Company failed to develop its original business plan.

In October 1998,  the Company sold 1,000,000  shares of common stock  restricted
pursuant  to Rule 144 in exchange  for  $10,000 to support  its working  capital
requirements.  The Company  again  failed to develop its new business  plan.  In
October 2002 the Company exchanged a demand promissory note carrying 8% interest
per annum for $10,000 in cash.  The  indebtedness  is evidenced by a Convertible
Note,  convertible  into the Common  Stock of the Company at the election of the
holder.

The Company has very limited  capital,  and it is unlikely that the Company will
be able to take  advantage  of more  than one  such  business  opportunity.  The
Company intends to seek  opportunities  demonstrating the potential of long-term
growth as opposed to short-term  earnings.  However,  at the present  time,  the
Company has not identified any business opportunity that it plans to pursue, nor
has the Company  reached any  agreement  or  definitive  understanding  with any
person concerning an acquisition.

The Company  intends to either  develop its new business  plan;  initiate  other
business  plan(s) - either  related or  unrelated  to previous  ventures,  or to
locate and combine with an existing,

                                        3

<PAGE>



privately-held  company which is profitable or, in management's view, has growth
potential, irrespective of the industry in which it is engaged.

In the event that a business combination  transaction is explored in the future,
it is  anticipated  that the  Company's  officers  and  directors  will  contact
broker-dealers  and other persons with whom they are acquainted who are involved
with corporate finance matters to advise them of the Company's  existence and to
determine if any  companies or  businesses  that they  represent  have a general
interest in considering a merger or acquisition with a blind pool or blank check
or shell entity. No direct  discussions  regarding the possibility of merger are
expected to occur in the  immediate  future.  No assurance can be given that the
Company  will be  successful  in  finding  or  acquiring  a  desirable  business
opportunity,  given the  limited  funds that are  expected to be  available  for
acquisitions. Furthermore, no assurance can be given that any acquisition, which
does occur,  will be on terms that are  favorable  to the Company or its current
stockholders.  The Company  does not foresee that it will enter into a merger or
acquisition  transaction  with any business with which its officers or directors
are currently affiliated.


Competition

The Company  expects to encounter  competition  in its new business plan to make
medium to high risk unsecured  loans to individuals,  corporations  and/or other
entities or to invest in early-  stage,  early-growth,  pre-IPO  companies.  The
competition  may in part  come  from  business  development  companies,  venture
capital  partnerships and corporations,  small investment  companies,  brokerage
firms, and the like. Some of these types of organizations  are likely to be in a
better  position  than the Company  because they may be able to offer  immediate
access to  limited  amounts  of cash,  or for a variety  of other  reasons.  The
Company  also will  experience  competition  from other  public  companies  with
similar business purposes, some of which may also have funds available for use.

Employees

The  Company  is in the  development  stage  and  currently  has  no  employees.
Management of the Company expects to use consultants,  attorneys and accountants
as necessary,  and does not anticipate a need to engage any full-time  employees
so long as it is seeking and  evaluating  business  opportunities.  The need for
employees  and their  availability  will be  addressed  in  connection  with the
decision  whether  or  not  to  acquire  or  participate  in  specific  business
opportunities.

Dilution

In order to fund its growth,  the Company  will almost  certainly  need to raise
investment  capital in the near future,  either through a private placement or a
public distribution of securities.  Should the Company sell any or all shares of
common  stock  pursuant  to  a  private  or  public  sale  of  securities,   the
proportional interests of the existing stockholders shall be diluted.




                                        4

<PAGE>



Dividend Policy

The Company has never declared or paid cash  dividends on its Common Stock.  The
payment of dividends rests within the discretion of our Board of Directors.  The
declaration   and  payment  of   dividends   will  depend   upon,   among  other
considerations,  the Company's need for working capital,  industry  regulations,
and its financial  condition at the time.  Management  does not  anticipate  the
Company will pay dividends in the foreseeable future.

Directors, Executive Officers, Promoters and Control Persons

The directors and  executive  officers of the Company,  their ages and positions
held as of the date of this filing are set forth below:

Name                    Age     Position(s) with Company
-------------------     ---     --------------------------
Roger E. Pawson         52      Sole Officer and Director

(1)  All directors hold office until the next annual meeting of our shareholders
     and until their successors have been elected and qualify. Officers serve at
     the pleasure of the Board of  Directors.  The officers and  directors  will
     devote such time and effort to the  business  and affairs of the Company as
     may be  necessary  to  perform  their  responsibilities  as  our  executive
     officers and/or directors.

Business Experience

Roger E. Pawson,  age 52, is the Company's  sole officer and director.  In 1996,
Mr. Pawson was the President and Chief Executive Officer of TLCO Software,  Inc.
and majority shareholder.  TLCO Software's primary business at that time was the
development  of advanced yet user  friendly  web  authoring  software  using its
proprietary code. In 1997 TLCO Software launched the "Web Factory"(TM) family of
products,  which included  Web-Factory,  Author,  Web-Factory,  Site Builder Web
Factory,  Professional  Edition.  These  products  were the  foundation  of TLCO
Software's  expansion into Software  Publishing,  OEM & Electronic Markets.  Mr.
Pawson  subsequently sold his interest in the company in 2001.  Between 2001 and
2004,  Mr. Pawson became the President and Chief  Executive  Officer of National
Developers,  an Arizona based development company that specialized in the design
and construction of custom homes,  shopping malls and strip centers.  Mr. Pawson
is  presently  an  independent   business  consultant  and  advisor  to  various
corporations.  Mr.  Pawson  received a Masters in Business  Studies  degree from
Leeds University in Yorkshire, England in 1971.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  sets  forth  information  as of the date of this  filing,
regarding the ownership of the Company's Common Stock by each shareholder  known
by the Company to be the beneficial  owner of more than five percent (5%) of its
outstanding shares of Common Stock, each director and all executive officers and
directors as a group.  Except as otherwise  indicated,  each of the shareholders
has sole voting and  investment  power with respect to the share of Common Stock
beneficially owned.


                                        5

<PAGE>



Name and Address of            Title of    Amount and Nature of    Percent of
Beneficial Owner (1)            Class        Beneficial Owner        Class
------------------------------------------------------------------------------

Roger E. Pawson                 Common                  0             0.0%


All Executive Officers and      Common                  0             0.0%
Directors as a Group
(One (1) person)

----------------------------------------
(1)  The address  for the above is  c/oUnited  Service  Attendants,  Inc.,  4878
     Ronson Court, San Diego, California 92111.

                                  Risk Factors

Conflicts of  Interest.  Certain  conflicts  of interest  may exist  between the
Company and its  officer/director.  He has other business  interests to which he
currently  devotes  his  attention,  and is  expected to continue to do so. As a
result,  conflicts of interest  may arise that can be resolved  only through his
exercise of judgment in a manner which is consistent  with his fiduciary  duties
to the Company.

It is  anticipated  that  the  Company's  principal  shareholders  may  actively
negotiate  or  otherwise  consent to the  purchase of a portion of their  common
stock as a condition to, or in connection with, a proposed merger or acquisition
transaction.  In this process, the Company's principal shareholders may consider
their own  personal  pecuniary  benefit  rather than the best  interest of other
Company  shareholders.  Depending  upon the  nature of a  proposed  transaction,
Company  shareholders other than the principal  shareholders may not be afforded
the opportunity to approve or consent to a particular transaction.

Possible Need for Additional Financing.  The Company has very limited funds, and
such funds,  may not be adequate to take  advantage  of any  available  business
opportunities.  Even if the  Company's  currently  available  funds  prove to be
sufficient to pay for its operations until it is able to acquire an interest in,
or complete a transaction with, a business opportunity,  such funds will clearly
not be sufficient to enable it to exploit the  opportunity.  Thus,  the ultimate
success of the Company  will depend,  in part,  upon its  availability  to raise
additional  capital.  In the event that the Company  requires  modest amounts of
additional  capital  to fund  its  operations  until  it is able to  complete  a
business acquisition or transaction,  such funds, are expected to be provided by
the  principal  shareholder.  However,  the  Company  has not  investigated  the
availability,  source,  or  terms  that  might  govern  the  acquisition  of the
additional  capital  which is  expected  to be  required  in order to  exploit a
business  opportunity,  and will not do so until it has  determined the level of
need for  such  additional  financing.  There is no  assurance  that  additional
capital  will be  available  from any  source or, if  available,  that it can be
obtained on terms  acceptable to the Company.  If not  available,  the Company's
operations  will be  limited  to those  that  can be  financed  with its  modest
capital.


                                        6

<PAGE>



Regulation of Penny Stocks.  The Company's common stock has historically  traded
at low prices and may become subject to the "Penny Stock" rules and regulations.
The Company's  common stock may become subject to certain rules and  regulations
promulgated by the Securities and Exchange  Commission  ("SEC")  pursuant to the
Securities  Enforcement  Remedies and Penny Stock Reform Act of 1990 (the "Penny
Stock Act") which impose strict sales practice  requirements  on  broker-dealers
who sell such securities to persons other than established customers and certain
"accredited  investors."  For  transactions  covered  by the Penny  Stock Act, a
broker-dealer  must make a special  suitability  determination for the purchaser
and have received the purchaser's  written consent for the transaction  prior to
sale.  Consequently,  such act may affect the ability of  broker-dealers to sell
the  Company's  common stock and may affect the ability of future  purchasers to
sell any of the common stock acquired thereby.

The Penny Stock Act  generally  defines a "penny  stock" to be any  security not
listed on an exchange or not authorized for quotation on the Nasdaq Stock Market
that has a market  price (as  therein  defined)  less than $5.00 per share or an
exercise price of less than $5.00 per share, subject to certain exceptions.  For
any transactions by broker-dealers  involving a penny stock (unless exempt), the
act  requires  delivery,  prior to a  transaction  in a penny  stock,  of a risk
disclosure document relating to the market for the penny stocks. Disclosure also
is required to be made regarding  compensation payable to both the broker-dealer
and the registered representative and current quotations for the securities must
be provided.  Finally,  monthly  statements  are required to be sent  disclosing
recent price information for the penny stocks.

In addition,  the  Securities  and Exchange  Commission  has adopted a number of
rules to  regulate  penny  stocks.  Such rules  include  Rule  3a51-1  under the
Securities Act of 1933, an Rules 15g-1,  15g-2, 15g-3, 15g-4, 15g-5, 15g- 6, and
15g-7  under the  Securities  Exchange  Act of 1934,  as  amended.  Because  the
securities of the Company may constitute  penny stocks within the meaning of the
rules, the rules would apply to the Company and to its securities. The rules may
further affect the ability of the Company's shareholders to sell their shares in
any public market, which might develop.

The foregoing penny stock  restrictions  will not apply to the Company's  common
stock if such  stock is listed on an  exchange  or  quoted on the  Nasdaq  Stock
Market,  has a certain  price and volume  information  provided on a current and
continuing  basis or if Bidville  meets  certain  minimum net tangible  asset or
average revenue  criteria.  There can be no assurance that the Company's  common
stock will qualify for exemption from the Penny Stock Act. In any event, even if
the  Company's  common  stock was exempt  from the Penny Stock  Rules,  it would
remain subject to Section  15(b)(6) of the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act"),  which gives the SEC the authority to prohibit any
person who is engaged in unlawful conduct while  participating in a distribution
of a penny stock from  associating  with a broker- dealer or  participating in a
distribution of a penny stock, if the SEC finds that such a restriction would be
in the public interest. At such time as the Company's common stock is subject to
the rules on penny stocks,  the market  liquidity for the Company's common stock
could be severely and adversely affected.

Limited  Operating  History.  The  Company has a limited  operating  history and
currently  has no revenues from  operations or assets.  The Company faces all of
the risks of a new business and the special risks inherent in the investigation,
acquisition, or involvement in a new business

                                        7

<PAGE>



opportunity.  The Company must be regarded as a new or start-up venture with all
of the unforeseen  costs,  expenses,  problems,  and  difficulties to which such
ventures are subject.

No Assurance of Success or Profitability. There is no assurance that the Company
will acquire a favorable business opportunity. Even if the Company should become
involved in a business opportunity,  there is no assurance that it will generate
revenues  or  profits,  or that the market  price of the  Company's  outstanding
shares will be increased thereby.

Possible  Business Not Identified  and Highly Risky.  The Company has identified
its future  business plan as lending and investing for which the Company intends
to form a new wholly- owned  subsidiary for the purpose of adding such a line of
business  sometime in the near future.  Other general  business  services may be
offered in the future,  however,  these plans and services have not been defined
by  management as of the date of this filing.  As a result,  the Company is only
able to make general disclosures concerning the risks and hazards of acquiring a
business opportunity,  rather than providing disclosure with respect to specific
risks and hazards relating to a particular  business  opportunity.  As a general
matter,  prospective  investors can expect any potential business opportunity to
be quite risky.

Lack of  Diversification.  Because of the limited  financial  resources that the
Company  has, it is  unlikely  that the Company  will be able to  diversify  its
acquisitions or operations.  The Company's  probable  inability to diversify its
activities  into  more  than one area  will  subject  the  Company  to  economic
fluctuations within a particular business or industry and therefore increase the
risks associated with the Company's operations.

Other Regulation. A transaction made by the Company may be of a business that is
subject to  regulation  or licensing by federal,  state,  or local  authorities.
Compliance  with  such  regulations  and  licensing  can  be  expected  to  be a
time-consuming,  expensive process and may limit other investment  opportunities
of the Company.

Dependence upon Management;  Limited  Participation  of Management.  The Company
will be entirely  dependant upon the experience of its sole officer and director
in seeking,  investigating,  and  acquiring a business  and in making  decisions
regarding the Company's operations.  It is possible that, from time to time, the
inability of such person to devote their full time and  attention to the Company
could be detrimental  Because  investors will not be able to evaluate the merits
of possible future business  acquisitions by the Company, they should critically
assess the  information  concerning the Company's  officers and directors.  (See
Management.)

Lack of  Continuity  in  Management.  The  Company  does not have an  employment
agreement with its officer/director, and as a result, there is no assurance that
he will  continue  to manage  the  Company in the  future.  In  connection  with
acquisition of a business opportunity, it is likely the current officer/director
of the Company may resign.  A decision to resign will be based upon the identity
of the business opportunity and the nature of the transaction,  and is likely to
occur without the vote or consent of the stockholders of the Company.

Indemnification of Officers and Directors. The Company's By-Laws provide for the
indemnification  of its,  directors,  officers,  employees,  and  agents,  under
certain  circumstances,  against  attorney's fees and other expenses incurred by
them in any litigation to which they

                                        8

<PAGE>



become a party  arising from their  association  with or activities on behalf of
the Company.  The Company will also bear the expenses of such litigation for any
of its directors,  officers,  employees, or agents, upon such persons promise to
repay the Company  therefor if it is ultimately  determined that any such person
shall not have been entitled to  indemnification.  This  indemnification  policy
could result in substantial  expenditures by the Company, which it may be unable
to recoup.

Dependence upon Outside Advisors.  To supplement the business  experience of its
Officer/director,  the Company may be required to employ accountants,  technical
experts, appraisers,  attorneys, or other consultants or advisors. The selection
of any such advisors will, be made by the Company's officers,  without any input
by shareholders. Furthermore, it is anticipated that such persons may be engaged
on an as needed basis without a continuing  fiduciary or other obligation to the
Company. In the event the officer/director of the Company considers it necessary
to hire outside  advisors,  he may elect to hire persons who are affiliates,  if
those affiliates are able to provide the required services.

Competition.  The search for potentially  profitable  business  opportunities is
intensely  competitive.  The  Company  expects  to  be  at a  disadvantage  when
competing  with  many  firms  that  have  substantially  greater  financial  and
management  resources  and  capabilities  than the  Company.  These  competitive
conditions  will  exist  in  any  industry  in  which  the  Company  may  become
interested.

No Foreseeable Dividends. The Company has not paid dividends on its Common Stock
and does not anticipate paying such dividends in the foreseeable future.


ITEM 2. DESCRIPTION OF PROPERTY

The Company  currently  maintains a mailing  address at 4878 Ronson  Court,  San
Diego, CA 92111. The Company's  telephone  number is (858) 243-2615.  Other than
this mailing address,  the Company does not currently  maintain any other office
facilities,  and does not anticipate the need for maintaining  office facilities
at any time in the  foreseeable  future.  The Company pays no rent or other fees
for the use of the mailing  address as these  offices are used  virtually  full-
time by other businesses of the Company's President.

It is  likely  that  the  Company  will not  establish  an  office  until it has
developed  its  lending  business  and  it  is  not  possible  to  predict  what
arrangements will actually be made with respect to future office facilities.


ITEM 3. LEGAL PROCEEDINGS

The  Company  is not a  party  to any  pending  legal  proceedings,  and no such
proceedings are known to be contemplated.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company has not conducted any meetings of shareholders  during the preceding
quarter or periods  subsequent  thereto.  Shareholder  consent  resolutions  and
activity approved thereby is fully disclosed in "Description of Business".


                                        9

<PAGE>



                                     PART II


ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market for Trading

The stock is not quoted and has not traded during the applicable period.

Common Stock

The  Company's  Articles of  Incorporation  authorize the issuance of 50,000,000
shares of $0.0001 par value Common Stock.  Each record holder of Common Stock is
entitled to one vote for each share held on all matters  properly  submitted  to
the  stockholders  for their vote. The Articles of  Incorporation  do not permit
cumulative voting for the election of directors.

Holders of outstanding  shares of Common Stock are entitled to such dividends as
may be  declared  from time to time by the  Board of  Directors  out of  legally
available funds; and, in the event of liquidation,  dissolution or winding up of
the affairs of the Company,  holders are entitled to receive,  ratably,  the net
assets of the Company  available to stockholders  after  distribution is made to
the  preferred  stockholders,  if  any,  who are  given  preferred  rights  upon
liquidation.  Holders of outstanding  shares of Common Stock have no preemptive,
conversion or redemptive  rights.  All of the issued and  outstanding  shares of
Common Stock are,  and all  unissued  shares when offered and sold will be, duly
authorized,  validly issued, fully paid, and non-assessable.  To the extent that
additional  shares of the  Company's  Common  Stock  are  issued,  the  relative
interests of then existing stockholders may be diluted.

Transfer Agent

The Company is its own transfer agent.

Reports to Stockholders

The Company  plans to furnish its  stockholders  with an annual  report for each
fiscal year ending September 30 containing  financial  statements audited by its
independent certified public accountants. In the event the Company enters into a
business  combination  with  another  Company,  it is the present  intention  of
management to continue furnishing annual reports to stockholders.  Additionally,
the Company may, in its sole discretion, issue unaudited annual or other interim
reports to its stockholders  when it deems  appropriate.  The Company intends to
comply with the periodic reporting  requirements of the Securities  Exchange Act
of 1934.

Dividend Policy

No dividends  have been paid to date and the Company's  Board of Directors  does
not anticipate  paying  dividends in the foreseeable  future.  It is the current
policy to retain all earnings, if any, to support future growth and expansion.


                                       10

<PAGE>



Recent Sales of Unregistered Securities

On or about May 11, 1994, the Company issued  4,560,000  shares of the Company's
restricted,  unregistered common stock for services of its founders valued at of
$930.  The Company  relied upon Section 4(2) of the  Securities  Act of 1933, as
amended ("Securities Act"), and Rule 506 of Regulation D promulgated thereunder.
This  transaction  did  not  involve  a  public  offering  and was  exempt  from
registration  under the Securities Act. No underwriters  were used in connection
with this transaction.

On or about October 2, 1999, the Company  issued a total of 1,000,000  shares of
the Company's restricted,  unregistered common stock in nexchange for $10,000 in
cash to support the Company's  operations.  The Company relied upon Section 4(2)
of the Securities Act of 1933, as amended  ("Securities  Act"),  and Rule 506 of
Regulation D promulgated  thereunder.  This transaction did not involve a public
offering  and  was  exempt  from  registration  under  the  Securities  Act.  No
underwriters were used in connection with this transaction.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS.

Results of Operations

The  Company had no revenues  for the years ended  September  30, 2001 and 2000,
respectively.

During the year ended  September  30, 2001,  the Company  incurred  expenses for
professional fees and EDGAR filing services of approximately $3,350. These costs
were directly  related to curing the Company's  deficiencies  in filing periodic
reports as  required  by the  Securities  Exchange  Act of 1934.  For the twelve
months  ended   September   30,  2001,   the  Company  had  total   general  and
administrative expenses of approximately $3,350.

For the twelve months ended  September 30, 2001,  the Company  accrued  interest
expense of $0.

Future expenditure levels are expected to be nominal,  generally for the purpose
of maintaining  the Company's  stockholder  records and filing  requirements  to
comply with the Securities Exchange Act of 1934 and for initiating the Company's
current business plan, as discussed previously.

The  Company  does not  expect  to  generate  any  meaningful  revenue  or incur
operating  expenses for purposes  other than  fulfilling  the  obligations  of a
reporting  company  under The  Securities  Exchange Act of 1934 unless and until
such time that the Company's operating subsidiary begins meaningful operations.

Liquidity and Capital Resources

At September 30, 2001 and 2000, respectively, the Company had working capital of
approximately $0 and $3,350.


                                       11

<PAGE>



It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the  corporate  entity.  However,  there  is  no  legal  obligation  for  either
management or significant  stockholders  to provide  additional  future funding.
Should this pledge fail to provide financing, the Company has not identified any
alternative  sources.  Consequently,   there  is  substantial  doubt  about  the
Company's ability to continue as a going concern.

The  Company's  need for  capital  may  change  dramatically  as a result of the
implementation of its current business plan.

Regardless of whether the  Company's  cash assets prove to be inadequate to meet
the Company's  operational needs, the Company might seek to compensate providers
of services by issuances  of stock in lieu of cash.  For  information  as to the
Company's  policy in regard to payment  for  consulting  services,  see  Certain
Relationships and Transactions.


ITEM 7 - INDEX TO FINANCIAL STATEMENTS

The required financial statements begin on page F-1 of this document.


ITEM 8 -  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURES

None.



                                    PART III

ITEM 9  -  DIRECTORS,   EXECUTIVE  OFFICERS,   PROMOTERS  AND  CONTROL  PERSONS;
           COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The directors and executive officers serving the Company are as follows:

Name                    Age     Position Held and Tenure
-------------------     ---     --------------------------
Roger E. Pawson         52      Sole Officer and Director

The  director  named  above  will  serve  until the next  annual  meeting of the
Company's  stockholders  or until  their  successors  are duly  elected and have
qualified.   Directors  will  be  elected  for  one-year  terms  at  the  annual
stockholders meeting.  Officers will hold their positions at the pleasure of the
board of directors,  absent any  employment  agreement,  of which none currently
exists or is contemplated.  There is no arrangement or understanding between any
of the  directors  or officers of the Company and any other  person  pursuant to
which any director or officer was or is to be selected as a director or officer,
and there is no arrangement,  plan or understanding as to whether non-management
shareholders  will exercise their voting rights to continue to elect the current
directors to the Company's board. There are also no arrangements,


                                       12

<PAGE>



agreements  or  understandings  between  non-management  shareholders  that  may
directly  or  indirectly  participate  in or  influence  the  management  of the
Company's affairs.

The directors and officers will devote their time to the Company's affairs on an
as needed  basis,  which,  depending  on the  circumstances,  could amount to as
little as two hours per month, or more than forty hours per month, but more than
likely  encompass  less than ten hours per  month.  There are no  agreements  or
understandings  for any  officer or director to resign at the request of another
person,  and none of the officers or directors  are acting on behalf of, or will
act at the direction of, any other person.

Biographical Information

Roger E. Pawson, Sole Officer and Director

Roger E. Pawson,  age 52, is the Company's  sole officer and director.  In 1996,
Mr. Pawson was the President and Chief Executive Officer of TLCO Software,  Inc.
and majority shareholder.  TLCO Software's primary business at that time was the
development  of advanced yet user  friendly  web  authoring  software  using its
proprietary code. In 1997 TLCO Software launched the "Web Factory"(TM) family of
products,  which included  Web-Factory,  Author,  Web-Factory,  Site Builder Web
Factory,  Professional  Edition.  These  products  were the  foundation  of TLCO
Software's  expansion into Software  Publishing,  OEM & Electronic Markets.  Mr.
Pawson  subsequently sold his interest in the company in 2001.  Between 2001 and
2004,  Mr. Pawson became the President and Chief  Executive  Officer of National
Developers,  an Arizona based development company that specialized in the design
and construction of custom homes,  shopping malls and strip centers.  Mr. Pawson
is  presently  an  independent   business  consultant  and  advisor  to  various
corporations.  Mr.  Pawson  received a Masters in Business  Studies  degree from
Leeds University in Yorkshire, England in 1971.

Indemnification of Officers and Directors.

The  Company's  By-Laws  provide  for the  indemnification  of  its,  directors,
officers, employees, and agents, under certain circumstances, against attorney's
fees and other expenses  incurred by them in any litigation to which they become
a party  arising  from their  association  with or  activities  on behalf of the
Company.  The Company will also bear the expenses of such  litigation for any of
its directors,  officers,  employees,  or agents,  upon such persons  promise to
repay the Company  therefor if it is ultimately  determined that any such person
shall not have been entitled to  indemnification.  This  indemnification  policy
could result in substantial  expenditures by the Company, which it may be unable
to recoup.

Conflicts of Interest

None of the  officers of the Company will devote more than a portion of his time
to  the  affairs  of  the  Company.  There  will  be  occasions  when  the  time
requirements of the Company's business conflict with the demands of the officers
other  business and investment  activities.  Such conflicts may require that the
Company attempt to employ additional  personnel.  There is no assurance that the
services of such persons  will be  available  or that they can be obtained  upon
terms favorable to the Company.


                                       13

<PAGE>



The officers,  directors and principal  shareholders of the Company may actively
negotiate for the purchase of a portion of their common stock as a condition to,
or in connection with, a proposed merger or acquisition transaction,  if any. In
the event that such a transaction  occurs,  it is anticipated that a substantial
premium may be paid by the purchaser in  conjunction  with any sale of shares by
the Company's officers, directors and principal shareholders made as a condition
to, or in connection  with, a proposed  merger or acquisition  transaction.  The
fact that a substantial  premium may be paid to members of Company management to
acquire their shares  creates a conflict of interest for them and may compromise
their state law fiduciary duties to the Company's other shareholders.  In making
any such sale,  members of Company  management  may consider  their own personal
pecuniary  benefit  rather  than  the  best  interests  of the  Company  and the
Company's other shareholders,  and the other shareholders are not expected to be
afforded  the  opportunity  to  approve or  consent  to any  particular  buy-out
transaction involving shares held by members of Company management.

It is not currently anticipated that any salary,  consulting fee, or finders fee
shall be paid to any of the Company's directors or executive officers, or to any
other affiliate of the Company except as described under Executive  Compensation
below.

Although  management  has no current  plans to cause the Company to do so, it is
possible  that the  Company  may enter  into an  agreement  with an  acquisition
candidate requiring the sale of all or a portion of the Common Stock held by the
Company's  current  stockholders  to the  acquisition  candidate  or  principals
thereof,  or to other individuals or business entities,  or requiring some other
form of payment to the Company's current  stockholders,  or requiring the future
employment  of specified  officers  and payment of salaries to them.  It is more
likely  than  not  that  any  sale  of  securities  by  the  Company's   current
stockholders  to an  acquisition  candidate  would  be at a price  substantially
higher than that  originally paid by such  stockholders.  Any payment to current
stockholders  in the context of an  acquisition  involving  the Company would be
determined  entirely by the largely  unforeseeable  terms of a future  agreement
with an u0nidentified business entity.

Item 10 - Executive Compensation

Currently,  management  of the  Company  requires  less  than four (4) hours per
month.  Accordingly,  no officer or director has received any compensation  from
the Company  since the  inception  of the  Company.  Until the Company  acquires
additional  capital,  it is not  anticipated  that any officer or director  will
receive compensation from the Company.

The Company has no stock option, retirement, pension, or profit-sharing programs
for the  benefit of  directors,  officers or other  employees,  but the Board of
Directors may recommend adoption of one or more such programs in the future.

<TABLE>
<CAPTION>
                                                          Long-Term
                            Annual Compensation        Compensation Awards        Payouts
                            --------------------       ---------------------      --------
                            (1)            Other       Restricted    Securities                    All
                          Salary/         Annual          Stock      Underlying      LTIP         Other
Name/Title       Year       Bonus      Compensation      Awards     Options/SARs    Payouts    Compensation
---------------- -------- ------------ ----------------- ----------- --------------- --------- ------
<S>              <C>        <C>            <C>            <C>           <C>          <C>         <C>
Roger E. Pawson  2001       $-0-           $-0-           $-0-          $-0-         $-0-        $-0-
Sole Officer     2000       N/A             N/A            N/A           N/A          N/A         N/A
and Director     1999       N/A             N/A            N/A           N/A          N/A         N/A
</TABLE>


                                       14

<PAGE>



(1)  All other compensation  includes certain health and life insurance benefits
     paid by the Company on behalf of its employees.
(2)  Mr. Pawson will not be compensated  until the Company  receives  funding in
     the amount of  $100,000.00  or more and the Board of  Directors  thereafter
     approves reasonable compensation.


ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the date of this  Registration  Statement,
the  number of  shares of Common  Stock  owned of  record  and  beneficially  by
executive officers, directors and persons who hold 5% or more of the outstanding
Common Stock of the Company.  Also included are the shares held by all executive
officers and directors as a group.


Name and address                Number of Shares Beneficially Owned   % of Class
------------------------------  ----------------------------------    ----------
Roger E. Pawson                           0                             0%

All Directors and                         0                             0%
Executive Officers (2 persons)


ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company  currently  maintains a mailing  address at 4878 Ronson  Court,  San
Diego, CA 92111. The Company's  telephone  number there is (858) 243-2615.  This
address  is  maintained  and  controlled  by  Roger  E.  Pawson,  the  Company's
President.  Other than this  mailing  address,  the Company  does not  currently
maintain  any other  office  facilities,  and does not  anticipate  the need for
maintaining office facilities at any time in the foreseeable future. The Company
pays no rent or other fees for the use of the mailing  address as these  offices
are used virtually full- time by other businesses of the Company's President.


ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K

Exhibits
----------------------
31.1*   Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*   Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
----------------------
* Filed herewith




                                       15

<PAGE>



ITEM 14 - CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Exchange  Act,  within the 90 days prior to
the filing date of this report,  the Company  carried out an  evaluation  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and  procedures.  This evaluation was carried out under the supervision and with
the  participation  of  the  Company's   management,   including  the  Company's
President,  Chief Executive Officer and Chief Financial Officer. Based upon that
evaluation, the Company's President, Chief Executive Officer and Chief Financial
Officer  concluded  that the Company's  disclosure  controls and  procedures are
effective.  There have been no  significant  changes in the  Company's  internal
controls or in other factors, which could significantly affect internal controls
subsequent to the date the Company carried out its evaluation.

Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that information  required to be disclosed in Company reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported,  within the time  periods  specified  in the  Securities  and Exchange
Commission's  rules and  forms.  Disclosure  controls  and  procedures  include,
without limitation,  controls and procedures designed to ensure that information
required to be  disclosed  in Company  reports  filed under the  Exchange Act is
accumulated  and  communicated  to  management,  including the  Company's  Chief
Executive  Officer and Chief Financial  Officer as appropriate,  to allow timely
decisions regarding required disclosure.




                                   SIGNATURES

In accord with Section 13 or 15(d) of the  Securities  Act of 1933,  as amended,
the Company  caused  this report to be signed on its behalf by the  undersigned,
thereto duly authorized.

                         UNITED SERVICE ATTENDANTS, INC.



Dated:January 14, 2005                           By: /s/Roger E. Pawson
                                               ---------------------------
                                               Roger E. Pawson
                                               Chief Executive Officer,
                                               Chief Financial Officer


In accordance with the Securities Exchange Act of 1934, as amended,  this report
has been signed below by the  following  persons on behalf of the Company and in
the capacities and on the date as indicated.




Dated: January 14, 2005                           By: /s/Roger E. Pawson
                                               ---------------------------
                                               Roger E. Pawson
                                               Chief Executive Officer,
                                               Chief Financial Officer




                                       16

<PAGE>

                          INDEX TO FINANCIAL STATEMENTS


Reports of Independent Auditors .............................................F-2

Balance Sheet................................................................F-4

Statement of Operations......................................................F-5

Statement of Stockholders' Equity............................................F-6

Statement of Cash Flows......................................................F-7

Notes to Financial Statements................................................F-8







                                       F-1

<PAGE>



                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Stockholders
United Service Attendants ,Inc.
West Palm Beach, Florida

I have audited the  accompanying  balance  sheet of United  Service  Attendants,
Inc.,  as of  September  30, 2001,  and the related  statements  of  operations,
stockholders'  equity  (deficit) and cash flows for the year in the period ended
September 30, 2001.  These financial  statements are the  responsibility  of the
Company's  management.  My  responsibility  is to  express  an  opinion on these
financial statements based on my audits.

I  conducted  my  audit in  accordance  with  standards  of the  Public  Company
Accounting Oversight Board (United States).  Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial statement presentation.  I believe that my audit provides a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of United Service Attendants,  Inc. as
of September 30, 2001,  and the results of its operations and its cash flows for
the year in the  period  ended  September  30,  2001,  in  conformity  with U.S.
generally accepted accounting principles.




                                                        Lawrence Scharfman, CPA.
Boynton Beach, Florida
January 12, 2005






                                       F-2

<PAGE>



                          INDEPENDENT AUDITORS' REPORT






The Board of Directors and Stockholders
United Service Attendants, Inc.
(A Development Stage Enterprise)
Palm Beach Gardens, Florida

We have audited the  accompanying  balance sheet of United  Service  Attendants,
Inc., a development stage enterprise,  as of September 30, 2000, and the related
statements of operations,  stockholders' equity and cash flows for the year then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of United Service Attendants, Inc.
as of September  30, 2000 and the results of its  operations  and its cash flows
for the year then ended,  in conformity  with  accounting  principles  generally
accepted in the United States.




                                                             Dorra, Shaw & Dugan
                                                    Certified Public Accountants
Palm Beach, Florida
December 27, 2000






                                       F-3

<PAGE>



<TABLE>
<CAPTION>
                         United Service Attendants, Inc.
                        (A Development Stage Enterprise)
                                  Balance Sheet
                                  September 30,



                                                                                       2001               2000
                                                                                ------------------ --------------------
<S>                                                                             <C>                <C>
                                     ASSETS
CURRENT ASSETS
  Cash                                                                          $                0 $              3,080
                                                                                ------------------ --------------------

          Total current assets                                                                   0                3,080
                                                                                ------------------ --------------------

OTHER ASSETS
   Goodwill                                                                                      0                    0
                                                                                ------------------ --------------------

         Total other assets                                                                      0                    0
                                                                                ------------------ --------------------

Total Assets                                                                    $                0 $              3,080
                                                                                ================== ====================

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable                                                              $                0 $                  0
 Demand promissory note                                                                          0                    0
                                                                                ------------------ --------------------

          Total current liabilities                                                              0                    0
                                                                                ------------------ --------------------

Total Liabilities                                                                                0                    0
                                                                                ------------------ --------------------

STOCKHOLDERS' EQUITY
  Preferred stock, no par value, authorized 10,000,000 shares;
     0 issued and outstanding                                                                    0                    0
  Common stock, $0.0001 par value, authorized 50,000,000 shares;
      5,650,000shares  issued and outstanding                                                  565                  565
  Additional paid-in capital                                                                10,365               10,365
  Accumulated deficit                                                                      (10,930)              (7,850)
                                                                                ------------------ --------------------

          Total stockholders' equity                                                             0                3,080
                                                                                ------------------ --------------------

Total Liabilities and  Stockholders' Equity                                     $                0 $              3,080
                                                                                ================== ====================
</TABLE>
















     The accompanying notes are an integral part of the financial statements


                                       F-4

<PAGE>



<TABLE>
<CAPTION>
                         United Service Attendants, Inc.
                        (A Development Stage Enterprise)
                             Statement of Operations
                            Year ended September 30,


                                                                        2001                     2000
                                                              ----------------------- --------------------------

<S>                                                           <C>                     <C>
REVENUES                                                      $                     0 $                        0

COST OF SALES                                                                       0                          0
                                                              ----------------------- --------------------------

     GROSS MARGIN                                                                   0                          0

OPERATING EXPENSES
   Salaries                                                                     3,350                      6,650
   General and administrative expenses                                              0                          0
   Depreciation                                                                     0                          0
                                                              ----------------------- --------------------------

        Total expenses                                                          3,350                      6,650
                                                              ----------------------- --------------------------

Loss from operations                                                           (3,350)                    (6,650)

OTHER INCOME (EXPENSE)
 Interest expense                                                                   0                          0
 Lawsuit settlement                                                                 0                          0
                                                              ----------------------- --------------------------

        Total other income (expense)                                                0                          0
                                                              ----------------------- --------------------------

Net loss                                                      $                (3,350)$                   (6,650)
                                                              ======================= ==========================

Loss per weighted average common share                        $                 (0.01)$                    (0.01)
                                                              ======================= ==========================

Number of weighted average common shares outstanding
                                                                            5,650,000                  5,650,000
                                                              ======================= ==========================
</TABLE>











     The accompanying notes are an integral part of the financial statements


                                       F-5

<PAGE>



<TABLE>
<CAPTION>
                         United Service Attendants, Inc.
                        (A Development Stage Enterprise)
                   Statement of Stockholders' Equity (Deficit)

                                                                                          Deficit
                                                                                        Accumulated
                                                                          Additional     During the           Total
                                               Number of      Common       Paid-In       Development      Stockholders'
                                                 Shares        Stock       Capital          Stage             Equity
                                              ------------ -----------  ------------  ---------------  ------------------
<S>                                           <C>          <C>          <C>           <C>              <C>
BEGINNING BALANCE,   May 10, 1994                        0 $         0  $          0  $             0  $                0
Shares issued for services  - $0.001/sh.         4,650,000         465           465                0                 930
Net loss                                                 0           0             0             (930)               (930)
                                              ------------ -----------  ------------  ---------------  ------------------
BALANCE, December 31, 1994                       4,650,000         465           465             (930)                  0
Net loss                                                 0           0             0                0                   0
                                              ------------ -----------  ------------  ---------------  ------------------
BALANCE, December 31, 1995                       4,650,000         465           465             (930)                  0
Net loss                                                 0           0             0                0                   0
                                              ------------ -----------  ------------  ---------------  ------------------
BALANCE, December 31, 1996                       4,650,000         465           465             (930)                  0
Net loss                                                 0           0             0                0                   0
                                              ------------ -----------  ------------  ---------------  ------------------
BALANCE, December 31, 1997                       4,650,000         465           465             (930)                  0
Net loss                                                 0           0             0                0                   0
                                              ------------ -----------  ------------  ---------------  ------------------
BALANCE, December 31, 1998                       4,650,000         465           465             (930)                  0
Shares issued for cash - $0.10/sh                1,000,000         100         9,900                0              10,000
Net loss                                                 0           0             0                0                   0
                                              ------------ -----------  ------------  ---------------  ------------------
BALANCE, December 31, 1999                       5,650,000         565        10,365             (930)             10,000
Net loss                                                 0           0             0           (6,650)             (6,650)
                                              ------------ -----------  ------------  ---------------  ------------------
BALANCE, September 30, 2000                      5,650,000         565        10,365           (7,580)              3,350
Net loss                                                 0           0             0           (3,350)             (3,350)
                                              ------------ -----------  ------------  ---------------  ------------------
ENDING BALANCE, September 30, 2001               5,650,000 $       565  $     10,365  $       (10,930) $                0
                                              ============ ===========  ============  ===============  ==================
</TABLE>













     The accompanying notes are an integral part of the financial statements


                                       F-6

<PAGE>



<TABLE>
<CAPTION>
                         United Service Attendants, Inc.
                        (A Development Stage Enterprise)
                             Statement of Cash Flows
                            Year Ended September 30,



                                                                                      2001                2000
                                                                                ----------------   ------------------
<S>                                                                             <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                        $         (3,350)  $           (6,650)
Adjustments to reconcile net loss to net cash used by operating activities:
      Common stock issued for services                                                         0                    0
Changes in operating assets and liabilities:
   Increase (decrease) in accrued interest                                                     0                    0
                                                                                ----------------   ------------------
Net cash used by operating activities                                                     (3,350)              (6,650)
                                                                                ----------------   ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  None                                                                                         0                    0
                                                                                ----------------   ------------------
Net cash from investment activities                                                            0                    0
                                                                                ----------------   ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of common stock                                                      0                    0
   Proceeds from issuance of demand promissory note                                            0                    0
                                                                                ----------------   ------------------
Net cash provided by financing activities                                                      0                    0
                                                                                ----------------   ------------------
Net increase (decrease) in cash                                                           (3,350)              (6,650)
                                                                                ----------------   ------------------
CASH, beginning of period                                                                  3,350               10,000
                                                                                ----------------   ------------------
CASH, end of period                                                             $              0   $            3,350
                                                                                ================   ==================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  None                                                                          $              0   $                0
                                                                                ================   ==================
Non-Cash Financing Activities:
  None                                                                          $              0   $                0
                                                                                ================   ==================
</TABLE>











     The accompanying notes are an integral part of the financial statements


                                       F-7

<PAGE>

                         United Service Attendants, Inc.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements


(1)  Summary of Significant Accounting Principles
     The Company United  Service  Attendants,  Inc.,  (the Company) is a Florida
     chartered corporation which conducts business from its headquarters in West
     Palm Beach,  Florida.  The Company was incorporated on May 11, 1994 and had
     elected  December 31 as its fiscal year end. The Company  failed to develop
     its original  business  plan, and abandoned it in December 1994. In October
     1999, the Company was  reinstated by the State of Florida,  and the Company
     changed  its  fiscal  year  end to  September  30.  Its  then  new plan was
     abandoned  in October  2000.  In October  2002,  the Company  negotiated  a
     $10,000 loan convertible into common stock of the Company in order to allow
     it to resume its second plan,  which is to seek out and merge with a viable
     private entity. The plan was conducted very informally and without actively
     pursuing a candidate,  therefore it had virtually  non-existent  operations
     until  very  late  2004.  The  following  summarize  the  more  significant
     accounting and reporting policies and practices of the Company:

     a)  Use of  estimates  The  financial  statements  have  been  prepared  in
     conformity with generally accepted accounting principles.  In preparing the
     financial  statements,   management  is  required  to  make  estimates  and
     assumptions  that affect the reported  amounts of assets and liabilities as
     of the date of the  statements  of  financial  condition  and  revenues and
     expenses for the year then ended.  Actual results may differ  significantly
     from those estimates.

     b) Net loss per share  Basic  loss per  weighted  average  common  share is
     computed by dividing the net loss by the weighted  average number of common
     shares outstanding during the period.

     c) Stock  compensation  for services  rendered The Company issues shares of
     common stock in exchange for services  rendered.  The costs of the services
     are valued according to generally accepted  accounting  principles and have
     been charged to operations.

     d) Cash and equivalents The company  considers  investments with an initial
     maturity of three months or less as cash equivalents.

(2)  Stockholders'  Equity  The  Company  has  authorized  50,000,000  shares of
     $0.0001  par value  common  stock,  and  10,000,000  shares of no par value
     preferred  stock.  Rights and  privileges of the preferred  stock are to be
     determined  by the Board of Directors  prior to  issuance.  The Company had
     5,650,000  shares of common stock issued and  outstanding  at September 30,
     2001.  The  Company  had issued  none of its shares of  preferred  stock at
     September 30, 2001.

     In May 1994,  the Company issued 930 shares of common stock to its founders
     for services  rendered in connection with the  organization of the Company,
     valued at $1.00 or $930. In November  1999,  The Company  completed a 1 for
     5,000  forward  split of its common  stock,  resulting in 4,650,000  shares
     outstanding.  In December  1999,  the Company  issued  1,000,000  shares of
     common stock for $10,000 in cash, or $0.01 per share.






                                       F-8

<PAGE>



                         United Service Attendants, Inc.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements


(3)  Income  Taxes  Deferred  income taxes  (benefits)  are provided for certain
     income and expenses which are  recognized in different  periods for tax and
     financial   reporting   purposes.   The  Company  had  net  operating  loss
     carry-forwards  for income tax purposes of  approximately  $10,930 expiring
     beginning December 31, 2009.

     The  amount  recorded  as  deferred  tax  asset  as of  June  30,  2001  is
     approximately $1,500 which represents the amount of tax benefit of the loss
     carry-forward.  The  Company has  established  a 100%  valuation  allowance
     against  this  deferred  tax  asset,  as  the  Company  has no  history  of
     profitable operations.

(4)  Convertible  note In October 2002 , the Company issued a promissory  demand
     note in exchange  for  $10,000 in cash,  to be held in an  attorneys  trust
     account.  This note carries a stated  interest rate of 8% per annum and has
     no stated  maturity  date. It is  convertible  into shares of the Company's
     common  stock at a maximum  rate of $0.002 per share,  at the option of the
     note holders.
















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