UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission File Number 000-28459
Universal Media Holdings, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 22-3360133
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
200 Middlesex Avenue, Carteret, NJ 07008
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 732-969-5657
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Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. YES X NO .
--- ---
Indicate the number of shares outstanding in each of the issuer's classes of
common stock, as of the latest practicable date.
Class 22-3360133
------------------------------- -------------------------------
Common shares, $.0001 par value 12,059,356
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UNIVERSAL MEDIA HOLDINGS, INC.
AND SUBSIDIARY
TABLE OF CONTENTS
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS:
Review Report of Independent Accountants 1
Consolidated Balance Sheet as of June 30, 2000 and
September 30, 1999 2
Consolidated Statement of Income for the three months
ended and the nine months ended June 30, 2000 and 1999 3-4
Consolidated Statement of Stockholders' Equity for the six
months ended March 31, 2000 5
Consolidated Statement of Cash Flows for the year-to-date
Periods June 30, 2000 and 1999 and October 4, 1992 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 7
PART II: OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS 9
ITEM 2 CHANGES IN SECURITIES 9
ITEM 3 DEFAULTS UPON SENIOR SECURITIES 9
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 9
ITEM 5 OTHER INFORMATION 9
ITEM 6 EXHIBITS AND REPORTS OF FORM 8-K 9
Signature 10
<PAGE>
REVIEW REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
and Stockholders
Universal Media Holdings, Inc.
Carteret, New Jersey
I have reviewed the accompanying balance sheet of Universal Media Holdings, Inc.
as of June 30, 2000, and the related statement of operations for the three and
nine months then ended, and the statement of cash flows for the nine months then
ended. These financial statements are the responsibility of the Corporation's
management.
I conducted my review in accordance with the standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, I do not express such an opinion.
Based on my review, I am not aware of any material modifications that should be
made to the accompanying financial statements for them to be in conformity with
generally accepted accounting principles.
Aaron Stein
Certified Public Accountant
Woodmere, New York
November 6, 2000
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UNIVERSAL MEDIA HOLDINGS, INC. & SUBSIDIARY
BALANCE SHEET
June 30, September 30,
2000 1999
----------- -----------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 28,734 $ 1,012
Accounts receivable 361,513 --
Loan to affiliate 141,164 --
Other current assets 277,921 --
----------- -----------
Total current assets 809,332 $ 1,012
PROPERTY AND EQUIPMENT, net 3,200 --
----------- -----------
$ 812,532 $ 1,012
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 1,136,621 $ 348,645
Accrued payroll and related taxes 67,283 19,465
Loan payable - Stockholder 100,000 --
----------- -----------
Total current liabilities 1,303,904 368,110
----------- -----------
STOCKHOLDERS' DEFICIT
Preferred stock, no par value,
2,000,000 shares authorized, 0 shares issued -- --
Common stock, $.001 par value,
200,000,000 shares authorized,
12,059,356 issued and outstanding 1,231 1,206
Additional paid-in capital 2,108,532 2,108,532
Accumulated deficit (2,601,135) (2,476,836)
----------- -----------
(491,372) (367,098)
----------- -----------
$ 812,532 $ 1,012
=========== ===========
See review report of independent accountant and notes to financial statements.
2
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<TABLE>
<CAPTION>
UNIVERSAL MEDIA HOLDINGS, INC. & SUBSIDIARY
STATEMENT OF OPERATIONS
For three months For three months
ended ended
June 30, 2000 June 30, 1999
---------------- ----------------
(Unaudited)
<S> <C> <C>
REVENUES EARNED $ 205,921 $ 60,302
COST OF REVENUES EARNED 120,862 84,420
---------------- ----------------
GROSS PROFIT 85,059 (24,118)
GENERAL AND ADMINISTRATIVE EXPENSES 79,794 52,776
---------------- ----------------
OPERATING INCOME 5,265 (76,894)
OTHER INCOME (EXPENSES)
Interest income 91 --
Interest expense -- (167)
---------------- ----------------
Total 91 (167)
INCOME BEFORE PROVISION FOR INCOME TAXES 5,356 (77,061)
INCOME TAX EXPENSE -- 0
---------------- ----------------
NET LOSS $ 5,356 (77,061)
================ ================
LOSS PER SHARE
Basic nil nil
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic
</TABLE>
See review report of independent accountant and notes to financial statements.
3
<PAGE>
UNIVERSAL MEDIA HOLDINGS, INC. & SUBSIDIARY
STATEMENT OF OPERATIONS
For nine months For nine months
ended ended
June 30, 2000 June 30, 1999
------------ ------------
(Unaudited) (Unaudited)
REVENUES EARNED $ 406,430 $ 180,905
COST OF REVENUES EARNED 242,384 253,260
------------ ------------
GROSS PROFIT 164,046 (72,355)
GENERAL AND ADMINISTRATIVE EXPENSES 295,910 158,327
------------ ------------
OPERATING LOSS BEFORE WRITE-OFF OF GOODWILL (131,864) (230,682)
WRITE - OFF OF GOODWILL (100,025) --
------------ ------------
OPERATING LOSS (231,889) (230,682)
OTHER INCOME (EXPENSES)
Interest income 171 --
Interest expense -- (502)
------------ ------------
Total 171 (502)
------------ ------------
LOSS BEFORE PROVISION FOR INCOME TAXES (231,718) (231,184)
INCOME TAX EXPENSE -- --
------------ ------------
NET LOSS $ (231,718) $ (231,184)
============ ============
LOSS PER SHARE
Basic nil nil
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic 12,059,356 12,059,356
See review report of independent accountant and notes to financial statements.
4
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<TABLE>
<CAPTION>
UNIVERSAL MEDIA HOLDINGS, INC. & SUBSIDIARY
STATEMENT OF STOCKHOLDERS' DEFICIT
Six months ended March 31, 2000
(Unaudited)
Preferred Stock Common Stock Additional
-------------------------- ------------------------- Paid-In Retained
Shares Amount Shares Amount Capital Earnings Total
----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, September 30, 1999 -- $ -- 11,159,356 $ 11,159 $ 2,008,579 $(2,386,836) $ (367,098)
Issuance of common stock -- -- 900,000 900 89,100 -- 90,000
Net loss -- -- -- -- -- (90,000) (90,000)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Balance, March 31, 2000 -- $ -- 12,059,356 $ 12,059 $ 2,097,679 $(2,476,836) $ (367,098)
=========== =========== =========== =========== =========== =========== ===========
</TABLE>
See review report of independent accountant and notes to financial statements.
5
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UNIVERSAL MEDIA HOLDINGS, INC. & SUBSIDIARY
STATEMENT OF CASH FLOWS
Nine months ended June 30, 2000
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(231,718)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization --
Changes in assets and liabilities:
Accounts receivables (361,513)
Loan to affiliate (141,164)
Other assets (277,921)
Accounts payable and accrued expenses 835,794
Loan payable - stockholder 100,000
---------
Net cash used in operating activities (76,522)
---------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 25
Write-off of goodwill and adjustments to effecuate acquisition 107,419
Net cash provided by financing activities 107,444
---------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (3,200)
Net cash used by investing activities (3,200)
---------
NET INCREASE IN CASH
AND CASH EQUIVALENTS 27,722
CASH AND CASH EQUIVALENTS, Beginning 1,012
---------
CASH AND CASH EQUIVALENTS, Ending $ 28,734
=========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid $ --
=========
Income taxes paid $ --
=========
See review report of independent accountant and notes to financial statements.
6
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NOTE 1 -- MANAGEMENT'S STATEMENT
In the opinion of management, the accompanying unaudited financial statements
contain all adjustments (all of which are normal and recurring in nature)
necessary to present fairly the financial position of Universal Media Holdings,
Inc. and Subsidiary (the Company) at June 30, 2000 and September 30, 1999, and
the results of operations for the three months and year-to-date periods ended
June 30, 2000 and 1999 and cash flows for the year-to-date periods ended June
30, 2000 and 1999. The notes to the consolidated financial statements which are
contained in the Form 8-K/A filed on June 30, 2000, and are incorporated by
reference and should be read in conjunction with these consolidated financial
statements.
NOTE 2 -- ACQUISITIONS
E-Trans Logistics, Inc. -- On February 14, 2000, Universal purchased 100 percent
of the outstanding stock of E-Trans Logistics, Inc. (E-Trans), formerly known as
Gerard for 6,297,348 shares of Universal. E-Trans is a trucking, transport and
logistics company located in New Jersey. Universal had no operating assets prior
to its acquisition of E-Trans. The fair value of E-Trans approximately equaled
the cost basis of the assets.
Net-Tronics -- On March 27, 2000, Universal acquired all the outstanding shares
of Net-Tronics Communications Corp (Net-Tronics) for $100,000 and 250,000 shares
of Universal Media stock for all the outstanding stock of Net-Tronics. This
resulted in $100,000 of goodwill that was subsequently written off. Net-Tronics
had no operations since formation. Immediately subsequent to the aforementioned,
Universal merged into its wholly owned subsidiary, dissolving its subsidiary
with Universal as the succession moved forward.
ITEM 2 -- Management's Discussion and Analysis or Plan of Operation
The following discussion should be read in conjunction with the Financial
Information and Notes thereto included in this report. See Note 2 of the notes
to the financial statements for a discussion of the effects of the mergers and
acquisitions of the subsidiaries of the Company.
Background
The Company was originally incorporated in Delaware as Tyconda Minerals Corp. in
December of, 1969. On February 11, 1970, the Tyconda Minerals Corp. (Delaware)
merged with Tyconda Minerals Corporation (Nevada), with Tyconda Minerals Corp.
(Delaware) as the surviving corporation. On November 2, 1983, the Company filed
a Certificate of Amendment to its Certificate of Incorporation changing its
corporate name to Hy-Poll Technology, Inc. That Certificate of Amendment also
changed the capital of the corporation from an authorization to issue 5,000,000
shares of Common Stock with a par value of $.01 per share, to an authorization
to issue 200,000,000 shares of Common Stock with a par value of $.0001 per
share.
On December 21, 1995, the Company amended its Certificate of Incorporation
changing its corporate name to Universal Turf,. The Company amended its
Certificate of Incorporation again on November 8, 1999, changing its corporate
name to Universal Media Holdings, Inc. ("UMH").
7
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Business- Corporate Structure
As Universal Turf, Inc., our business was based on the marketing, installation
and maintenance of synthetic surface material for sports and recreational
fields. While that business has been profitable, we have changed our primary
business direction to the entertainment and Internet industries. On February 14,
2000, we entered into an agreement with E-Trans-Logistics, Inc. ("E-Trans")
whereby we purchased all issued and outstanding shares or Common Stock of
E-Trans with Universal Media Holding, Inc. Common Stock. E-Trans, now our wholly
owned subsidiary, is a trucking, transport and logistics company having its
offices and warehouse in Carlstadt, New Jersey. Since logistics and
transportation will be the focus of our business, we plan to rename the Company
E-Trans Logistics, Inc. sometime during the second quarter of 2000.
Results of Operations/Plan of Operation
The Company maintained its operations during the period ended June 30, 2000. As
indicated prior, the company's efforts have been redirected from the synthetic
grass business to that of transportation. Thus, the decline in operational
activities of the company is a result of this reduction in the its efforts in
the selling of synthetic grass surfaces and its acquisition of E-Trans Logistics
subsequent to the year end of the company. The Company was unable to acquire or
initiate any of the "Shipegis" program as previously described by the Company in
the June 30, 2000 Form 8-K. As a result, the operations of the Company have been
significantly hampered. In addition, the anticipated and expected acquisitions
of the Company have failed to materialize.
The Company, as of the date of this filing, is not operating any of its
subsidiaries and is actively seeking acquisition partners to assume control of
the Company. The Company believes that is has identified a potential suitor and
is expecting that such party will acquire a controlling interest in the Company
within the next sixty (60) days. The field of business of the interested party
is not in the transportation and logistics field, but in entertainment. New
management will be installed upon the completion of a transaction.
As a result of the operations problems of the Company, it has relocated its
corporate offices to Carteret, New Jersey. Upon the completion of any deal, the
Company will most likely relocate to another location.
8
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UNIVERSAL MEDIA HOLDINGS, INC.
PART II - OTHER INFORMATION
ITEM 1 - Legal Proceedings
None
ITEM 2 - Changes in Securities
None
ITEM 3 - Defaults upon Senior Securities
None
ITEM 4 - Submission of Matters to a Vote of Security Holders
None
ITEM 5 - Other Information
As a result of the acquisition of Net-Tronics Communications Corp. by Universal
Media Holdings, Inc., the Company's auditor has been changed to Aaron Stein,
C.P.A. The previous Auditor is no longer retained by the Company. There are no
known disputes between the previous auditor and the Company.
ITEM 6 --EXHIBITS AND REPORTS OF FORM 8-K
A report was filed on June 30, 2000, for the acquisition of Net-Tronics by
Universal Media Holdings, Inc.
9
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UNIVERSAL MEDIA HOLDINGS, INC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
UNIVERSAL MEDIA HOLDINGS, INC.
November 08, 2000 By: /s/ James W. Zimbler
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(Date) James W. Zimber
President
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