SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                         Date of Report: August 31, 1999

                            USA SERVICE SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)


        Colorado                     0-22095                     84-1039267
(State or other jurisdiction of     (Commission               (I.R.S.Employer
  incorporation or organization)     File Number)            Identification No.)

        1750 University Drive, Suite 117
                Coral Springs, Florida                             33071
     (Address of principal executive offices)                 (Zip Code)

                                     (954) 796-8060
                    (Registrant's telephone number, including area code)

                                10770 Wiles Road
                          Coral Springs, Florida 33076
               Former name,former address and former fiscal year,
                          if changed since last report)


<PAGE>


Item 1.  Changes in Control of Registrant.

    See Item 2 of this report.

Item 2.  Acquisition or Disposition of Assets.

    Acquisition of East Coast Beverage Corp.

      Between  November  1998  and July  1999 USA  Service  Systems,  Inc.  (the
"Company")  provided  retail  stores and  manufacturers  with product  assembly,
product demonstrations, point - of - sale product displays, and inventory counts
and audits.  As of July 1999 the Company had entered  into letters of intent for
the acquisition of four companies engaged in the same business as that conducted
by the  Company.  However,  the  Company  was  unable  to  obtain  approximately
$4,000,000  in  additional  equity  capital  which was needed to  finance  these
acquisitions. In July 1999 the Company essentially discontinued its business and
made plans to distribute its remaining assets (having a minimal value) to George
Pursglove, a former officer and director of the Company.

      Effective  August  31,  1999 the  Company  acquired  all of the issued and
outstanding  shares of East  Coast  Beverage  Corp.  ("ECBC")  in  exchange  for
41,300,758  shares of the  Company's  common  stock.  Immediately  prior to this
transaction, certain officers and directors of the Company surrendered 2,734,202
shares of the Company's common stock. Following this transaction the Company had
43,354,058   issued  and  outstanding   shares  of  common  stock.   The  former
shareholders of ECBC now own approximately 93% of the Company's common stock. In
connection with this  transaction the management of the Company resigned and was
replaced by the management of ECBC.

      The  Company's   board  of  directors   will  shortly   propose  that  the
shareholders  of the Company  approve (i) a change of the name of the Company to
East  Coast  Beverage  Corp.  and (ii) an  8.194595-for-1  reverse  split of the
Company's common stock.

      The business of the Company, which is conducted through ECBC, now involves
the  development,  production  and  distribution  of  Coffee  House  USA(TM),  a
proprietary line of all natural, ready to drink ("RTD") bottled coffee drinks.

      ECBC's  product is more than just a cold coffee,  but rather tastes like a
milkshake and is marketed as such. It can be substituted at any occasion where a
milkshake  might be used - with a hamburger at lunch,  as a  stand-alone  snack,
etc.  ECBC's iced coffee is naturally  flavored and enhanced with whole milk and
rich coffee bean extract.  ECBC's products are all natural, low in fat, visually
exciting and have a broad spectrum of flavors.

      ECBC's  product can be  differentiated  with those of  competitors  by its
taste, advanced  technological Fuji wrap and ECBC's proprietary glass container.
Each of the flavors used by ECBC has gone through extensive consumer tasting and
approval. ECBC's iced coffee comes in the following flavors:



<PAGE>


            Cinnamon, Mocha, Vanilla Mousse, Regular, Hazelnut, Toasted Almond,
            German Chocolate, and Banana's Foster

      ECBC's  proprietary  formulas for its products are trade  secrets and ECBC
requires  its  manufacturers,   employees,   brokers  and  consultants  to  sign
confidentiality agreements. ECBC's glass container is also proprietary and
design protected.

      ECBC  sells  its  products   through   distributors   and  wholesalers  to
supermarkets,  mass-marketers,  convenience  stores,  drug store  chains and oil
company  convenience  stores.  As of August 31, 1999 ECBC's  products were being
sold in 40 states.

      As of September 1, 1999 ECBC had nine full time  employees.  ECBC plans to
hire additional employees as may be required by the level of its operations.

      The Company's  offices now located at 1750  University  Drive,  Suite 117,
Coral  Springs,  Florida  33071.  The Company's  new  telephone  number is (954)
796-8060 and its new facsimile number is (954) 796-0802.

      The  following  is a summary of the  statement of  operations  and balance
sheet of ECBC for the six month period ending June 30, 1999.

Statement of Operations                                  Six Months Ended
                                                           June 30,1999

Sales                                                       $4,564,957
Cost of Goods Sold                                          (2,868,771)
Other Expenses                                              (1,164,516)
                                                            -----------
Net Profit                                                 $   531,670
                                                           ===========


Balance Sheet Data                                         June 30,1999

Current Assets                                              $3,137,217
Total Assets                                                $4,320,530
Current Liabilities                                         $2,095,811
Total Liabilities                                           $3,787,634
Working Capital                                             $1,041,406
Stockholders' Equity                                          $532,895

                                   MANAGEMENT

      In connection  with the  acquisition of ECBC,  the Company's  officers and
directors  resigned and were replaced by the  management of ECBC.  The following
sets forth certain information concerning the present management of the Company.
The  Company's  executive  officers will devote their full time to the Company's
business.


<PAGE>



Name                    Age           Position with Company

John Calebrese           47           Chief Executive Officer and a Director

Alex Garabedin           46           President

Edward Shanahan          47           Vice President - Eastern Division

John Dauymeyer           59           Vice President - Central Division

William Perry Maxwell    59           Vice President - Western Division

Drew Carver              53           Vice President -Business Development

      John  Calebrese has been an officer and director of ECBC since March 1998.
From  1993 to 1995 Mr.  Calebrese  was a broker  for  Arizona  Beverage  Company
(Arizona Iced Tea) in the Florida market. From 1980 to 1992 Mr. Calebrese was an
officer of A & C Italian Bakery, a large Italian wholesale bakery which was sold
to  Ferrara's  of New York in 1990.  From  1981 to 1984 Mr.  Calebrese  opened a
number of  deli/restaurants  which were purchased by Subway in 1984. During this
period  of  time  Mr.   Calebrese   also   developed   the  concept  for  ECBC's
ready-to-drink iced coffee beverages.  From 1990 to 1993 Mr. Calebrese developed
and  marketed an iced coffee  beverage  which was  acquired in 1993 by Lewis and
Clark Snake River.

      Alex  Garabedian  has been the President of ECBC since October 1998.  From
1968 to 1997 Mr.  Garabedian was President and Chief  Executive  Officer of Fine
Distributing, a subsidiary of Hagameyer, a large national food distributor.


      Edward  Shanahan  has been an officer and  director of ECBC since  October
1998.  From  1993 to 1994 Mr.  Shanahan  served as Vice  President  of Sales and
Marketing for  Westmark,  Inc./Clearly  Canadian  where he was  responsible  for
product  distribution  in seven  states.  While at  Westmark,  Mr.  Shanahan was
responsible for sales, pricing, packaging, distribution, brand management, media
advertising and key account  development.  From 1976 to 1993 Mr. Shanahan worked
for Coca-Cola Enterprises, Inc. in various capacities.

      John  Dauymeyer has been an officer of ECBC since October 1998.  From 1995
to 1997 Mr. Dauymeyer was  Vice-President of Geyser Bottled Water Company.  From
1993 to 1995 Mr.  Dauymeyer was Vice  President of Sales,  Western  Division for
Arizona Iced Tea. In the late 1960's Mr.  Dauymeyer  was a co-founder of Wendy's
Old Fashioned Hamburger  Restaurants and served as President and General Manager
of Wendy's.

      Drew  Carver has been an officer of ECBC  since  October  1998.  From 199
to 1993 Mr. Carver was National  Sales  Manager for Arizona Iced Tea. From 1993
to 1998 Mr.  Carver was employed by the Geyser Bottled Water Company as Vice
President of Sales.


<PAGE>

      William Perry Maxwell has been an officer of ECBC since 1998. From 1991 to
1993 Mr. Maxwell was Vice President of Sales for the William Hoelskin company, a
food broker.  From 1993 to 1998 Mr.  Maxwell was Vice  President for the Arizona
Beverage Company where he was responsible for developing  Arizona's  distributor
network.

Consultant

James  Hartford has been  retained by ECBC as a  consultant  in the areas of New
Business  Development.  Mr.  Hartford is a soft drink  industry  veteran who has
managed large and small bottling  operations in the Seven Up, R.C. and Coca Cola
systems,  as well as serving as Vice  President of Sales and  Marketing  for the
Royal Crown Cola Company and President of the Seven Up Bottling Company.

Executive Compensation

      The following  shows the amount which ECBC has paid to each officer during
the  twelve-month  period  ending  December 31, 1998 and the amounts  which ECBC
expects to pay to its officers  during the twelve month period  ending  December
31, 1999.

      Name              Amount Paid      Proposed Compensation

John Calebrese          $160,000                $250,000
Alex Garabedin           $21,634                $130,000
Edward Shanahan          $24,038                $125,000
John Dauymeyer           $18,269                 $95,000
William Perry Maxwell    $14,711                 $85,000
Drew Carver              $18,269                 $95,000

      ECBC has employment agreements with the following officers:

                           Expiration of
                            Employment
Name                        Agreement                  Compensation (1)


Alex Garabedin                9-10-01       Annual salary of $130,000, plus
                                            2,663,243 shares of the
                                            Company's common stock.

Edward Shanahan              10-26-00       Annual Salary of $125,000,  a
                                            monthly car allowance of $500,
                                            a one time
                                            signing  bonus of $10,000,  and
                                            1,597,946    shares    of   the
                                            Company's common stock.

John Dauymeyer               10-19-00       Annual  Salary of  $95,000, a
                                            monthly car allowance  of $500,  a
                                            bonus of $0.20 for each case of the
                                            Company's beverages sold in  the
                                            employee's region,a one time signing
                                            bonus  of  $7,500,  and  1,065,297
                                           shares of the Company's common stock.

William Perry Maxwell     11-2-00          Annual Salary of $85,000, a monthly
                                           car allowance of $500, a bonus of
                                           $0.20 for each case of the Company's
                                           beverages sold in the employee's
                                           region, a one time signing bonus of
                                           $7,500, and 1,065,297 shares of the
                                           Company's common stock.

Drew Carver              10-10-00          Annual Salary of $95,000, a monthly
                                           car allowance of $500, a bonus of
                                           $0.20 for each case of the Company's
                                           beverages sold in the employee's
                                           region, a one time signing bonus of
                                           $10,000, and 1,065,297
                                           shares of the Company's common stock.

(1)  Number of shares of common  stock has been  adjusted  to reflect the shares
     issued by the Company to these  persons in  connection  with the  Company's
     acquisition of ECBC.

Transactions with Affiliates and Recent Sales of Securities

      ECBC has issued shares of its common stock to the persons, in the amounts,
and for the  consideration  set forth in the following  table.  The amounts have
been adjusted to reflect the shares issued to the former shareholders of ECBC in
connection with the August 1999 acquisition of ECBC:



<PAGE>


                                        Number
       Name               Date         of Shares         Consideration

John Calebrese           3/1/98        19,760,897      Services Rendered
Alex Garabedin          9/10/98         2,663,243                  (1)
Edward Shanahan        10/26/98         1,597,946            (1)
John Dauymeyer         10/19/98         1,065,297            (1)
William Perry Maxwell  11/02/98         1,065,297            (1)
Drew Carver            10/10/98         1,065,297            (1)
FPI, Inc                4/04/99         5,736,216      Services Rendered
Arnold Rosen            8/01/99           546,300      Services Rendered
Arnold Rosen           08/31/99         2,048,648     Modification of Loan Terms

(1)   Shares were issued as part of the compensation  provided in the employment
      agreement with this person.

      Between  March  and May  1999  ECBC  sold  1,000  shares  of its  Series A
Preferred  Stock to a group of private  investors for  $1,000,000.  All Series A
Preferred shares were subsequently converted into shares of ECBC's common stock.
In  connection  with the  Company's  acquisition  of ECBC,  the former  Series A
Preferred  Shareholders  received 6,161,343 shares of the Company's common stock
for which they  effectively  paid $0.16 per share,  as  adjusted  for the shares
received  from the  Company.  Arnold  Rosen,  a principal  shareholder  of ECBC,
together with his wife and their  respective IRA accounts,  purchased 520 of the
Series A preferred shares.

      Between May and August 1999 ECBC borrowed $1,000,000 from to Arnold Rosen,
a  principal  shareholder  and a  consultant  to ECBC.  The loan from Mr.  Rosen
enabled ECBC to fund a level of operations associated with increased orders. The
loans are represented by a series of convertible  notes (the "Notes") which bear
interest  at 12% per  annum  and are due and  payable  in May  2000.  The  Notes
originally provided Mr. Rosen with certain rights (i) with respect to payment if
ECBC was sold,  (ii)  conversion  of the notes into ECBC stock,  and (iii) under
certain circumstances, to a percentage of ECBC's net income.

      In exchange for 250,000  shares of ECBC's common stock,  which shares were
subsequently  exchanged for 2,048,648 shares of the Company's common stock, ECBC
and Mr. Rosen agreed to the following modifications to the terms of the Notes:

o  The Company will repay Mr. Rosen $400,000 plus accrued interest, prior to
   September 6, 1999.

o  An additional $300,000 plus accrued interest, will be repaid to Mr. Rosen
   prior to October 15, 1999.

o  The remaining $300,000,  plus accrued interest,  will be payable on or before
   April 1, 2000.

o  The rights (i) to receive, under certain circumstances, a percentage interest
   in ECBC's net income;  and (ii) to receive  150% of the unpaid  principal  if
   ECBC was sold, were terminated.

    At any time after  October 1, 1999 Mr.  Rosen may  convert up to $300,000 of
the amount owed into such number of shares of the Company's  common stock as may
be determined by dividing the amount to be converted by $0.3355. The Company has
agreed  to  include  in any  registration  statement  which  may be filed by the
Company the shares of common  stock  which Mr.  Rosen may receive as a result of
the conversion.

      As of  September  7, 1999 the  Company has not granted any options for the
purchase of its Company's common stock. The Company,  however,  expects to grant
options to officers, directors, employees, consultants and others.

                             PRINCIPAL SHAREHOLDERS

      The following table sets forth the number of and percentage of outstanding
shares of common  stock  beneficially  owned by the  Company's  new officers and
directors and those shareholders now owning more than 5% of the Company's common
stock.

<PAGE>

                                   Shares of
Name and Address                 Common Stock               Percent of Class

John Calebrese                    19,351,167                     44.5%
1750 University Drive
Suite 117
Coral Springs, Florida 33071

Alex Garabedin                     2,663,243                        6%
1750 University Drive
Suite 117
Coral Springs, FL  33071

Edward Shanahan                    1,597,946                      3.6%
78 Harrington Ridge Road
Sherborn, MA 01770

John Dauymeyer                     1,065,297                      2.4%
8621 Brookridge Dr.
West Chester, OH 45069

William Perry Maxwell              1,065,297                      2.4%
2679 Corey Place
San Ramon, CA 94583

Drew Carver                        1,065,297                      2.4%
3852 E. Keresan
Phoenix, AZ 85044

Arnold Rosen                       5,798,854 (1)                   13%
7138 Ayrshire Lane
Boca Raton, FL 33496

FPI, Inc.                          5,736,216                       13%
Mizner Park Corporate Center
433 Plaza Real, Suite 275
Boca Raton, FL 33445

All Officers and Directors        26,808,247                     61.4%
  as a Group (6 persons)

(1) Includes shares held by Mr.Rosen, Mr. Rosen's wife, and their respective IRA
    accounts.

Item 7(a) and 7(b).  Financial Statements and Pro Forma Financial Statements.

    The Company  hereby  undertakes to file with the  Commission an amendment to
this Form 8-K wherein the Company will provide the audited financial  statements
of East Coast Beverage Corp.  and the Company's pro forma  financial  statements
within sixty (60) days after the filing of this Form 8-K.

Item 7(c). Exhibits.

    Number    Exhibit

     2        Share Exchange Agreement between the Company and East Coast
              Beverage Corp.



<PAGE>


                                   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 hereunto duly authorized.

                                       USA SERVICE SYSTEMS, INC.



                                     By /s/ John calabrese
                                        John Calabrese,Chief Executive Officer

DATE: September 14, 1999








<PAGE>








                            USA SERVICE SYSTEMS, INC.
                        --------------------------------

                              EXHIBITS TO FORM 8-K
                        --------------------------------

                            SHARE EXCHANGE AGREEMENT

                             BETWEEN THE COMPANY AND

                            EAST COAST BEVERAGE CORP.
                        --------------------------------
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                         Date of Report: August 31, 1999

                            USA SERVICE SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

        Colorado                     0-22095                     84-1039267
(State or other jurisdiction of     (Commission               (I.R.S.Employer
  incorporation or organization)     File Number)            Identification No.)

        1750 University Drive, Suite 117
                Coral Springs, Florida                             33071
     (Address of principal executive offices)                 (Zip Code)

                                     (954) 796-8060
                    (Registrant's telephone number, including area code)

                                10770 Wiles Road
                          Coral Springs, Florida 33076
               Former name,former address and former fiscal year,
                          if changed since last report)
Item 1.  Changes in Control of Registrant.

    See Item 2 of this report.

Item 2.  Acquisition or Disposition of Assets.

    Acquisition of East Coast Beverage Corp.

      Between  November  1998  and July  1999 USA  Service  Systems,  Inc.  (the
"Company")  provided  retail  stores and  manufacturers  with product  assembly,
product demonstrations, point - of - sale product displays, and inventory counts
and audits.  As of July 1999 the Company had entered  into letters of intent for
the acquisition of four companies engaged in the same business as that conducted
by the  Company.  However,  the  Company  was  unable  to  obtain  approximately
$4,000,000  in  additional  equity  capital  which was needed to  finance  these
acquisitions. In July 1999 the Company essentially discontinued its business and
made plans to distribute its remaining assets (having a minimal value) to George
Pursglove, a former officer and director of the Company.

      Effective  August  31,  1999 the  Company  acquired  all of the issued and
outstanding  shares of East  Coast  Beverage  Corp.  ("ECBC")  in  exchange  for
41,300,758  shares of the  Company's  common  stock.  Immediately  prior to this
transaction, certain officers and directors of the Company surrendered 2,734,202
shares of the Company's common stock. Following this transaction the Company had
43,354,058   issued  and  outstanding   shares  of  common  stock.   The  former
shareholders of ECBC now own approximately 93% of the Company's common stock. In
connection with this  transaction the management of the Company resigned and was
replaced by the management of ECBC.

      The  Company's   board  of  directors   will  shortly   propose  that  the
shareholders  of the Company  approve (i) a change of the name of the Company to
East  Coast  Beverage  Corp.  and (ii) an  8.194595-for-1  reverse  split of the
Company's common stock.

      The business of the Company, which is conducted through ECBC, now involves
the  development,  production  and  distribution  of  Coffee  House  USA(TM),  a
proprietary line of all natural, ready to drink ("RTD") bottled coffee drinks.

      ECBC's  product is more than just a cold coffee,  but rather tastes like a
milkshake and is marketed as such. It can be substituted at any occasion where a
milkshake  might be used - with a hamburger at lunch,  as a  stand-alone  snack,
etc.  ECBC's iced coffee is naturally  flavored and enhanced with whole milk and
rich coffee bean extract.  ECBC's products are all natural, low in fat, visually
exciting and have a broad spectrum of flavors.

      ECBC's  product can be  differentiated  with those of  competitors  by its
taste, advanced  technological Fuji wrap and ECBC's proprietary glass container.
Each of the flavors used by ECBC has gone through extensive consumer tasting and
approval. ECBC's iced coffee comes in the following flavors:
Cinnamon, Mocha, Vanilla Mousse, Regular, Hazelnut, Toasted Almond,
            German Chocolate, and Banana's Foster

      ECBC's  proprietary  formulas for its products are trade  secrets and ECBC
requires  its  manufacturers,   employees,   brokers  and  consultants  to  sign
confidentiality agreements. ECBC's glass container is also proprietary and
design protected.

      ECBC  sells  its  products   through   distributors   and  wholesalers  to
supermarkets,  mass-marketers,  convenience  stores,  drug store  chains and oil
company  convenience  stores.  As of August 31, 1999 ECBC's  products were being
sold in 40 states.

      As of September 1, 1999 ECBC had nine full time  employees.  ECBC plans to
hire additional employees as may be required by the level of its operations.

      The Company's  offices now located at 1750  University  Drive,  Suite 117,
Coral  Springs,  Florida  33071.  The Company's  new  telephone  number is (954)
796-8060 and its new facsimile number is (954) 796-0802.

      The  following  is a summary of the  statement of  operations  and balance
sheet of ECBC for the six month period ending June 30, 1999.

Statement of Operations                                  Six Months Ended
                                                           June 30,1999

Sales                                                       $4,564,957
Cost of Goods Sold                                          (2,868,771)
Other Expenses                                              (1,164,516)
                                                            -----------
Net Profit                                                 $   531,670
                                                           ===========

Balance Sheet Data                                         June 30,1999

Current Assets                                              $3,137,217
Total Assets                                                $4,320,530
Current Liabilities                                         $2,095,811
Total Liabilities                                           $3,787,634
Working Capital                                             $1,041,406
Stockholders' Equity                                          $532,895

                                   MANAGEMENT

      In connection  with the  acquisition of ECBC,  the Company's  officers and
directors  resigned and were replaced by the  management of ECBC.  The following
sets forth certain information concerning the present management of the Company.
The  Company's  executive  officers will devote their full time to the Company's
business.
Name                    Age           Position with Company

John Calebrese           47           Chief Executive Officer and a Director

Alex Garabedin           46           President

Edward Shanahan          47           Vice President - Eastern Division

John Dauymeyer           59           Vice President - Central Division

William Perry Maxwell    59           Vice President - Western Division

Drew Carver              53           Vice President -Business Development

      John  Calebrese has been an officer and director of ECBC since March 1998.
From  1993 to 1995 Mr.  Calebrese  was a broker  for  Arizona  Beverage  Company
(Arizona Iced Tea) in the Florida market. From 1980 to 1992 Mr. Calebrese was an
officer of A & C Italian Bakery, a large Italian wholesale bakery which was sold
to  Ferrara's  of New York in 1990.  From  1981 to 1984 Mr.  Calebrese  opened a
number of  deli/restaurants  which were purchased by Subway in 1984. During this
period  of  time  Mr.   Calebrese   also   developed   the  concept  for  ECBC's
ready-to-drink iced coffee beverages.  From 1990 to 1993 Mr. Calebrese developed
and  marketed an iced coffee  beverage  which was  acquired in 1993 by Lewis and
Clark Snake River.

      Alex  Garabedian  has been the President of ECBC since October 1998.  From
1968 to 1997 Mr.  Garabedian was President and Chief  Executive  Officer of Fine
Distributing, a subsidiary of Hagameyer, a large national food distributor.

      Edward  Shanahan  has been an officer and  director of ECBC since  October
1998.  From  1993 to 1994 Mr.  Shanahan  served as Vice  President  of Sales and
Marketing for  Westmark,  Inc./Clearly  Canadian  where he was  responsible  for
product  distribution  in seven  states.  While at  Westmark,  Mr.  Shanahan was
responsible for sales, pricing, packaging, distribution, brand management, media
advertising and key account  development.  From 1976 to 1993 Mr. Shanahan worked
for Coca-Cola Enterprises, Inc. in various capacities.

      John  Dauymeyer has been an officer of ECBC since October 1998.  From 1995
to 1997 Mr. Dauymeyer was  Vice-President of Geyser Bottled Water Company.  From
1993 to 1995 Mr.  Dauymeyer was Vice  President of Sales,  Western  Division for
Arizona Iced Tea. In the late 1960's Mr.  Dauymeyer  was a co-founder of Wendy's
Old Fashioned Hamburger  Restaurants and served as President and General Manager
of Wendy's.

      Drew  Carver has been an officer of ECBC  since  October  1998.  From 199
to 1993 Mr. Carver was National  Sales  Manager for Arizona Iced Tea. From 1993
to 1998 Mr.  Carver was employed by the Geyser Bottled Water Company as Vice
President of Sales.
William Perry Maxwell has been an officer of ECBC since 1998. From 1991 to
1993 Mr. Maxwell was Vice President of Sales for the William Hoelskin company, a
food broker.  From 1993 to 1998 Mr.  Maxwell was Vice  President for the Arizona
Beverage Company where he was responsible for developing  Arizona's  distributor
network.

Consultant

James  Hartford has been  retained by ECBC as a  consultant  in the areas of New
Business  Development.  Mr.  Hartford is a soft drink  industry  veteran who has
managed large and small bottling  operations in the Seven Up, R.C. and Coca Cola
systems,  as well as serving as Vice  President of Sales and  Marketing  for the
Royal Crown Cola Company and President of the Seven Up Bottling Company.

Executive Compensation

      The following  shows the amount which ECBC has paid to each officer during
the  twelve-month  period  ending  December 31, 1998 and the amounts  which ECBC
expects to pay to its officers  during the twelve month period  ending  December
31, 1999.

      Name              Amount Paid      Proposed Compensation

John Calebrese          $160,000                $250,000
Alex Garabedin           $21,634                $130,000
Edward Shanahan          $24,038                $125,000
John Dauymeyer           $18,269                 $95,000
William Perry Maxwell    $14,711                 $85,000
Drew Carver              $18,269                 $95,000

      ECBC has employment agreements with the following officers:

                           Expiration of
                            Employment
Name                        Agreement                  Compensation (1)

Alex Garabedin                9-10-01       Annual salary of $130,000, plus
                                            2,663,243 shares of the
                                            Company's common stock.

Edward Shanahan              10-26-00       Annual Salary of $125,000,  a
                                            monthly car allowance of $500,
                                            a one time
                                            signing  bonus of $10,000,  and
                                            1,597,946    shares    of   the
                                            Company's common stock.

John Dauymeyer               10-19-00       Annual  Salary of  $95,000, a
                                            monthly car allowance  of $500,  a
                                            bonus of $0.20 for each case of the
                                            Company's beverages sold in  the
                                            employee's region,a one time signing
                                            bonus  of  $7,500,  and  1,065,297
                                           shares of the Company's common stock.

William Perry Maxwell     11-2-00          Annual Salary of $85,000, a monthly
                                           car allowance of $500, a bonus of
                                           $0.20 for each case of the Company's
                                           beverages sold in the employee's
                                           region, a one time signing bonus of
                                           $7,500, and 1,065,297 shares of the
                                           Company's common stock.

Drew Carver              10-10-00          Annual Salary of $95,000, a monthly
                                           car allowance of $500, a bonus of
                                           $0.20 for each case of the Company's
                                           beverages sold in the employee's
                                           region, a one time signing bonus of
                                           $10,000, and 1,065,297
                                           shares of the Company's common stock.

(1)  Number of shares of common  stock has been  adjusted  to reflect the shares
     issued by the Company to these  persons in  connection  with the  Company's
     acquisition of ECBC.

Transactions with Affiliates and Recent Sales of Securities

      ECBC has issued shares of its common stock to the persons, in the amounts,
and for the  consideration  set forth in the following  table.  The amounts have
been adjusted to reflect the shares issued to the former shareholders of ECBC in
connection with the August 1999 acquisition of ECBC:
Number
       Name               Date         of Shares         Consideration

John Calebrese           3/1/98        19,760,897      Services Rendered
Alex Garabedin          9/10/98         2,663,243                  (1)
Edward Shanahan        10/26/98         1,597,946            (1)
John Dauymeyer         10/19/98         1,065,297            (1)
William Perry Maxwell  11/02/98         1,065,297            (1)
Drew Carver            10/10/98         1,065,297            (1)
FPI, Inc                4/04/99         5,736,216      Services Rendered
Arnold Rosen            8/01/99           546,300      Services Rendered
Arnold Rosen           08/31/99         2,048,648     Modification of Loan Terms

(1)   Shares were issued as part of the compensation  provided in the employment
      agreement with this person.

      Between  March  and May  1999  ECBC  sold  1,000  shares  of its  Series A
Preferred  Stock to a group of private  investors for  $1,000,000.  All Series A
Preferred shares were subsequently converted into shares of ECBC's common stock.
In  connection  with the  Company's  acquisition  of ECBC,  the former  Series A
Preferred  Shareholders  received 6,161,343 shares of the Company's common stock
for which they  effectively  paid $0.16 per share,  as  adjusted  for the shares
received  from the  Company.  Arnold  Rosen,  a principal  shareholder  of ECBC,
together with his wife and their  respective IRA accounts,  purchased 520 of the
Series A preferred shares.

      Between May and August 1999 ECBC borrowed $1,000,000 from to Arnold Rosen,
a  principal  shareholder  and a  consultant  to ECBC.  The loan from Mr.  Rosen
enabled ECBC to fund a level of operations associated with increased orders. The
loans are represented by a series of convertible  notes (the "Notes") which bear
interest  at 12% per  annum  and are due and  payable  in May  2000.  The  Notes
originally provided Mr. Rosen with certain rights (i) with respect to payment if
ECBC was sold,  (ii)  conversion  of the notes into ECBC stock,  and (iii) under
certain circumstances, to a percentage of ECBC's net income.

      In exchange for 250,000  shares of ECBC's common stock,  which shares were
subsequently  exchanged for 2,048,648 shares of the Company's common stock, ECBC
and Mr. Rosen agreed to the following modifications to the terms of the Notes:

o  The Company will repay Mr. Rosen $400,000 plus accrued interest, prior to
   September 6, 1999.

o  An additional $300,000 plus accrued interest, will be repaid to Mr. Rosen
   prior to October 15, 1999.

o  The remaining $300,000,  plus accrued interest,  will be payable on or before
   April 1, 2000.

o  The rights (i) to receive, under certain circumstances, a percentage interest
   in ECBC's net income;  and (ii) to receive  150% of the unpaid  principal  if
   ECBC was sold, were terminated.

    At any time after  October 1, 1999 Mr.  Rosen may  convert up to $300,000 of
the amount owed into such number of shares of the Company's  common stock as may
be determined by dividing the amount to be converted by $0.3355. The Company has
agreed  to  include  in any  registration  statement  which  may be filed by the
Company the shares of common  stock  which Mr.  Rosen may receive as a result of
the conversion.

      As of  September  7, 1999 the  Company has not granted any options for the
purchase of its Company's common stock. The Company,  however,  expects to grant
options to officers, directors, employees, consultants and others.

                             PRINCIPAL SHAREHOLDERS

      The following table sets forth the number of and percentage of outstanding
shares of common  stock  beneficially  owned by the  Company's  new officers and
directors and those shareholders now owning more than 5% of the Company's common
stock.
Shares of
Name and Address                 Common Stock               Percent of Class

John Calebrese                    19,351,167                     44.5%
1750 University Drive
Suite 117
Coral Springs, Florida 33071

Alex Garabedin                     2,663,243                        6%
1750 University Drive
Suite 117
Coral Springs, FL  33071

Edward Shanahan                    1,597,946                      3.6%
78 Harrington Ridge Road
Sherborn, MA 01770

John Dauymeyer                     1,065,297                      2.4%
8621 Brookridge Dr.
West Chester, OH 45069

William Perry Maxwell              1,065,297                      2.4%
2679 Corey Place
San Ramon, CA 94583

Drew Carver                        1,065,297                      2.4%
3852 E. Keresan
Phoenix, AZ 85044

Arnold Rosen                       5,798,854 (1)                   13%
7138 Ayrshire Lane
Boca Raton, FL 33496

FPI, Inc.                          5,736,216                       13%
Mizner Park Corporate Center
433 Plaza Real, Suite 275
Boca Raton, FL 33445

All Officers and Directors        26,808,247                     61.4%
  as a Group (6 persons)

(1) Includes shares held by Mr.Rosen, Mr. Rosen's wife, and their respective IRA
    accounts.

Item 7(a) and 7(b).  Financial Statements and Pro Forma Financial Statements.

    The Company  hereby  undertakes to file with the  Commission an amendment to
this Form 8-K wherein the Company will provide the audited financial  statements
of East Coast Beverage Corp.  and the Company's pro forma  financial  statements
within sixty (60) days after the filing of this Form 8-K.

Item 7(c). Exhibits.

    Number    Exhibit

     2        Share Exchange Agreement between the Company and East Coast
              Beverage Corp.
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 hereunto duly authorized.

                                       USA SERVICE SYSTEMS, INC.

                                     By /s/ John calabrese
                                        John Calabrese,Chief Executive Officer

DATE: September 14, 1999
USA SERVICE SYSTEMS, INC.
                        --------------------------------

                              EXHIBITS TO FORM 8-K
                        --------------------------------

                            SHARE EXCHANGE AGREEMENT

                             BETWEEN THE COMPANY AND

                            EAST COAST BEVERAGE CORP.
                        --------------------------------