UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

____________

FORM 8-K

____________

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 OR 15(dD) of ~~the~~OF ~~Securities Exchange Act of 1934~~ THE

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF ~~of Earliest Event Reported) October 17, 2001~~ 1934

~~SILVER~~January ~~STATE~~1, ~~VENDING CORPORATION~~ 2003

Date of Report (Date of earliest event reported)

PONY EXPRESS U.S.A., INC.

(Formerly Silver State Vending Corporation)

(Exact name of registrant as specified in its charter)

NEVADA		000-25559		86-0860379
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

Nevada

~~4067 Seaboard Road, Orlando, Florida 32808~~ 000-25559

~~(Address of principal executive office and Zip Code)~~86-0860379

~~Registrant’s~~(State ~~telephone~~or ~~number,~~other ~~including area code: (800) 344-7322~~ jurisdiction

~~236~~(Commission ~~S. Rainbow Blvd., Ste 496, Las Vegas, Nevada 89128~~ File

(~~Former~~I.R.S. ~~name or former address, if changed since last report)~~Employer

~~Exhibit Index~~of onincorporation ~~Page~~or 5 organization)

~~Item 2. Acquisition or Disposition of Assets.~~ Number)

OnIdentification ~~October 17, 2001, Silver State Vending Corporation, a Nevada corporation, (the “Company”~~Number), through a wholly owned subsidiary, Silver Pony Express, Inc., a Nevada corporation (“Silver Pony”), purchased the assets and business of Link Worldwide Logistics, Inc., a Florida corporation (“Link”), effective October 17, 2001 pursuant to a Share Sale and Asset Purchase Agreement dated October 17, 2001 (the “Agreement”). A copy of the Agreement is attached hereto as Exhibit 2.1 and incorporated herein by this reference. The summary of the terms of the Agreement contained in this Form 8-K is qualified in its entirety by the more detailed information contained in the Agreement.

~~The~~5295 ~~assets~~Town ~~purchased~~Center byRoad the Company from Link consist primarily of inventory, equipment, contractual rights, customer lists, vehicles, machinery, furniture, fixtures, leasehold improvements and intangible assets used in connection with Link’s operations as a third party logistics provider, with primary business operations in express overnight delivery under the trade name “Pony Express.” The business operates complete zip-~~code~~ ~~coverage~~3rd ~~throughout the state of Florida and certain segments of Georgia (the “Business”).~~ Floor

~~The~~Boca ~~purchase price for the Business amounted to 8~~Raton,~~590,500~~ ~~shares of~~FL Company common stock, $.01 par value (“Common Stock”) and 4,409,500 shares of Company convertible preferred stock (“Preferred Stock”). Each share of Preferred Stock is convertible into one share of Common Stock. The Company does not currently have sufficient authorized Common Stock to allow for the conversion of the Preferred Stock. the Company has agreed to solicit its shareholders for an amendment to its Certificate of Incorporation to increase the authorized capital of the Company to allow for such conversion. The Company also assumed liabilities of the Business in the approximate amount of $1,100,000. 33486

~~The~~(Address ~~consideration paid by the Company for Link’s assets and Business was determined in arms-length negotiations between representatives~~ of ~~the~~ ~~Company~~principal ~~and~~executive ~~Link.~~ offices)

In addition, Link purchased an additional 8,550,000 shares of Common Stock from two principal shareholders, one of which was an officer. Following completion of the transaction, Link beneficially owns 88.3% of the outstanding capital stock of the Company. 561-862-4900

~~The~~Registrant's ~~Company~~telephone ~~plans~~number, toincluding ~~take~~area ~~the necessary steps to obtain shareholder approval to change the legal name of the company to more accurately reflect its new business operations~~code. ~~It is expected the new name of the Company will become Pony Express Logistics, Inc.~~

~~Immediately~~Item ~~prior to the Closing the following individuals were appointed as officers and directors of the Company: Paul Johnson, Chairman/CEO, Mr~~4. ~~Richard~~ ~~Bee,~~Changes ~~Director/Secretary,~~in ~~and~~Registrant's ~~Jim~~Certifying ~~Brill, Chief Operating Officer. Following the closing, Arvon Burton and Raoul Ramirez resigned as officers and/or directors of the Company~~ Accountant

~~Prior~~A. toThe ~~the~~company's ~~transaction~~accountants, ~~there~~Mr. ~~was~~Thomas noSewell, ~~material~~Sewell ~~relationship between~~and ~~Link~~Company, ~~its~~PA, ~~affiliates~~7705 ~~and~~Davie Road Extension, Hollywood, FL 33024 were replaced effective January 1, 2003, in order to separate the ~~Company~~auditing orservices ~~affiliates~~provided ~~thereof~~to the company from the accounting and consulting services provided to the company.

~~The~~B. ~~Company~~No ~~intends~~adverse toopinion, ~~operate~~disclaimer ~~the~~of ~~assets~~opinion, ~~acquired~~modification, inor aqualification ~~similar manner~~was asissued ~~Link~~by ~~utilized~~the ~~such~~former ~~assets~~accountants ~~prior~~in to the ~~transaction~~last ~~described~~two ~~herein~~years.

2 C. The decision to change accountants was approved by the Board of Directors.

~~Item 7~~D. ~~Financial Statements~~ During the past two fiscal years and ~~Exhibits:~~ until the date of dismissal, there were no material disagreements with the former accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure.

~~(a) It~~E. isThe ~~impractical~~company tohas ~~provide~~retained ~~the~~Berkovits, ~~required~~Lago ~~financial statements~~& ofCompany, ~~Link~~LLP, at8211 ~~the time this Current Report on Form 8-K is being filed~~W. ~~The~~ ~~required~~Broward ~~financial~~Blvd, ~~statements~~Suite ~~will~~340, bePlantation, ~~filed~~Florida at33324 ~~such~~to ~~time~~serve as the ~~financial statements~~company's ~~became~~accountants ~~available,~~effective ~~but in no event later than sixty (60)~~January ~~days following~~1, ~~the date that this Form 8-K is required to be filed~~2003.

~~(b) It~~F. isNo ~~impracticable~~consultation toregarding ~~provide~~ the ~~pro~~company ~~forma~~has ~~consolidated financial~~been ~~statements~~conducted ofwith ~~Silver State Vending Corporation and Link at~~ the ~~time this~~newly ~~Current~~engaged ~~Report~~accountants onregarding ~~Form 8-K~~any isaspect ~~being filed. The required pro forma consolidated financial statements~~ of ~~Silver~~the ~~State~~company ~~Vending~~during ~~Corporation and Link will be filed at such time as~~ the ~~pro~~previous ~~forma~~two ~~financial~~fiscal ~~statements~~years ~~become available,~~of ~~but in no event later than sixty (60) days following~~ the ~~date that this Form 8-K is required to be filed~~company.

G. A copy of this notice was sent to Mr. Thomas Sewell, Sewell and Company, PA on December 15, 2000 in compliance with Item 304(ca) ~~Exhibits~~(1), Regulation S-K Subpart 229. 300.

~~2.1~~Item ~~Share Sale and Asset Purchase Agreement entered into as of the 17th day of October 2001 between Silver State Vending Corporation, a Nevada corporation, Silver Pony Express, Inc~~7., aFinancial ~~Nevada~~Statements ~~corporation~~ and ~~Link Worldwide Logistics, Inc., a Florida corporation,~~ Exhibits

~~2.2 Agreement For the Purchase/Sale of Restricted Corporate Stock of Silver state Vending Corporation entered into as of the 17th day of October, 2001 between Link Worldwide Logistics, Inc.,~~ (a ~~Florida corporation, Arvon Burton and Raoul Ramirez.~~ )

~~Certain~~Financial related transaction documents attached to the Share Sale and Asset Purchase Agreement between the parties are not being filed herewith. The Company undertakes to furnish a copy of any omitted exhibit or schedule to the Commission upon request, pursuant to Item 601(b)(2) of Regulation S-X. The following is a list of the omitted exhibits and schedules to the Share Sale and Asset Purchase Agreement: Statements

~~DISCLOSURE SCHEDULE~~ None

Schedule 3.2		Company Shareholder List of
Schedule 3.4(b)(1)		Current Directors and Officers (Pre-Closing)
Schedule 3.4(b)(2)		New Directors and Officers (Post Closing)
Schedule 3.6		Form 10-QSB F/Q/E 06/30/01
Schedule 3.7		Company Financials for Y/E 12/31/99, 12/31/00 and F/Q/E 3/31/01 and 6/30/01
Schedule 3.8		Lease and Termination Letter
Schedule 3.11		List of Existing Contracts
Schedule 3.14		Tax Returns of the Company
Schedule 3.15		Liabilities of Company at Closing
Schedule 3.16		List of Insurance Coverages of Company
Schedule 4.5		Financial Statements of Link Worldwide Logistics
Schedule 4.7		Link Worldwide Leases and Contracts
Schedule 4.8		Link Worldwide Litigations
Schedule 4.9		Exceptions to Link Worldwide Tax Returns
Schedule 4.10		List of Link Worldwide Insurance Coverages

(b)

3 Exhibits

~~SIGNATURES~~ 16.0

~~Pursuant~~Letter tofrom ~~the~~Sewell ~~requirements~~and ~~of the Securities Exchange Act of 1934~~Company, ~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~ PA

~~SILVER STATE VENDING CORPORATION a Nevada corporation Date: By: /s/ PAUL JOHNSON PAUL JOHNSON Chief Executive Officer~~SIGNATURE

4 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.

~~EXHIBIT~~Pony ~~INDEX~~ Express U.S.A., Inc.

~~2.1~~By: ~~Share~~/s/ ~~Sale~~PETER and Asset Purchase Agreement entered into as of the 17th day of October 2001 between Silver State Vending Corporation, a Nevada corporation, Silver Pony Express, Inc., a Nevada corporation and Link Worldwide Logistics, Inc., a Florida corporation, TICKTIN

~~2.2~~Peter ~~Agreement For the Purchase/Sale of Restricted Corporate Stock of Silver state Vending Corporation entered into as of the 17th day of October~~Ticktin, ~~2001~~President ~~between~~(Registrant) ~~Link Worldwide Logistics, Inc., a Florida corporation, Arvon Burton and Raoul Ramirez.~~

5 Date: February 3, 2003

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