UNIVERSAL MEDIA HOLDINGS, INC.
& SUBSIDIARY
REVIEWED FINANCIAL STATEMENTS
(Unaudited)
Six months ended March 31, 2000
<PAGE>
UNIVERSAL MEDIA HOLDINGS, INC.
& SUBSIDIARY
TABLE OF CONTENTS
Page
REVIEW REPORT OF INDEPENDENT ACCOUNTANT 1
FINANCIAL STATEMENTS
Balance Sheet 2
Statement of Operations 3
Statement of Stockholders' Deficit 4
Statement of Cash Flows 5
Notes to Financial Statements 6
<PAGE>
AARON STEIN
CERTIFIED PUBLIC ACCOUNTANT
REVIEW REPORT OF INDEPENDENT ACCOUNTANT
To the Board of directors and stockholders
of Universal Media Holding, Inc. & Subsidiary
I have reviewed the accompanying balance sheet of Universal Media Holding, Inc.
& Subsidiary as of March 31, 2000, and the related statement of operations,
stockholders' deficit, and cash flows for the six 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, CPA
June 13, 2000
534 WILLOW AVENUE o PO BOX 315 o CEDARHURST, NY o 11516
Phone: 516.569.0520
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UNIVERSAL MEDIA HOLDINGS, INC. & SUBSIDIARY
BALANCE SHEET
March 31, 2000
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 3,346
Accounts receivable 191,583
Investment in subsidiary --
Loan to affiliate 141,009
Other current assets 277,921
-----------
Total current assets 613,859
PROPERTY AND EQUIPMENT, net 3,200
-----------
$ 617,059
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 916,874
Accrued payroll and related taxes 67,283
-----------
Total current liabilities 984,157
-----------
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 12,059
Additional paid-in capital 2,097,679
Accumulated deficit (2,476,836)
-----------
(367,098)
-----------
$ 617,059
===========
See review report of independent accountant and notes to financial statements
2
<PAGE>
UNIVERSAL MEDIA HOLDINGS, INC. & SUBSIDIARY
STATEMENT OF OPERATIONS
Six months ended March 31, 2000
(Unaudited)
REVENUES EARNED $ 145,512
COST OF REVENUES EARNED --
------------
GROSS PROFIT 145,512
GENERAL AND ADMINISTRATIVE EXPENSES 235,597
------------
OPERATING LOSS (90,085)
------------
OTHER INCOME
Interest income 85
------------
Total other income 85
------------
LOSS BEFORE PROVISION FOR INCOME TAXES (90,000)
INCOME TAX EXPENSE --
------------
NET LOSS $ (90,000)
============
LOSS PER SHARE
Basic $ (0.01)
============
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic $ 12,059,356
============
See review report of independent accountant and notes to financial statements.
3
<PAGE>
<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>
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.
4
<PAGE>
UNIVERSAL MEDIA HOLDINGS, INC. & SUBSIDIARY
STATEMENT OF CASH FLOWS
Six months ended March 31, 2000
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (90,000)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization --
Loss on disposal of fixed assets --
Changes in assets and liabilities:
Accounts receivables (191,953)
Other assets (418,930)
Accounts payable and accrued expenses 613,217
---------
Net cash used in operating activities (87,666)
---------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in bank overdraft --
Proceeds from issuance of common stock 90,000
---------
Net cash provided by financing activities 90,000
---------
NET INCREASE IN CASH
AND CASH EQUIVALENTS 2,334
CASH AND CASH EQUIVALENTS, Beginning 1,012
---------
CASH AND CASH EQUIVALENTS, Ending $ 3,346
=========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid $ --
=========
Income taxes paid $ --
=========
See review report of independent accountant and notes to financial statements.
5
<PAGE>
UNIVERSAL MEDIA HOLDINGS, INC. & SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
NOTE 1 -- ORGANIZATION, NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Organization
Universal Media Holdings, Inc. (the Company) was originally incorporated in
Delaware as Tyconda Minerals Corp. in December of, 1969. In February 1970, the
Company merged leaving Tyconda Minerals Corp. as the surviving corporation. In
November 1983 the Company filed a Certificate of Amendment to its Certificate of
Incorporation changing its corporate name to Hy-Poll Technology, Inc. That
amendment also changed the capital structure 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.
In August of 1995, Hy-Poll acquired all of the issued and outstanding shares of
the Company's Common Stock. On December 21, 1995 the Company amended its
Certificate of Incorporation changing its corporate name to Universal Turf, Inc.
The Company then amended the name again on November 8, 1999, changing its
corporate name to Universal Media Holdings, Inc.
The Company has a wholly-owned subsidiary which was purchased on February 14,
2000. E-Trans Logistics, Inc. (E-Trans), formerly known as Gerard, E-Trans is a
trucking, transport and logistics Company located in New Jersey.
Nature of Operations
As Universal Turf, Inc., the Company was based on the marketing, installation
and maintenance of synthetic surface material for sports and recreational fields
mainly in the Northeast section of the United States. The Company's business
plan now covers (i) the logistics field, which plans to be the major
concentration, (ii) the synthetic grass (turf) business, and (iii) certain areas
of the entertainment and Internet fields.
Significant Accounting Policies
Principles of Consolidation -- The consolidated financial statements include the
accounts of M.J. Daly & Sons, Incorporated and its wholly owned subsidiaries,
Colonial Sheet Metal Co., Inc. and 110 Mattatuck Heights LLC. All significant
intercompany accounts and transactions have been eliminated in the consolidation
of the Company's subsidiaries.
Use of Estimates in Financial Statements -- Management uses estimates and
assumptions in preparing these financial statements in accordance with generally
accepted accounting principles. Those estimates and assumptions affect the
reported amounts of assets and liabilities, the disclosure of contingent assets
and liabilities, and the reported revenues and expenses. Actual results could
vary from the estimates that were used.
6
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UNIVERSAL MEDIA HOLDINGS, INC. & SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
Cash and Cash Equivalents -- For purposes of reporting cash flows, the Company
considers all cash accounts, which are not subject to withdrawal restrictions or
penalties, as cash and cash equivalents in the accompanying balance sheet.
Fixed Assets -- For assets sold or otherwise disposed of, the cost and related
accumulated depreciation are removed from the accounts and any related gain or
loss is reflected in income for the period. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets. There was no
depreciation for the three months ended December 31, 1999.
Advertising Costs -- Advertising costs are charged to operations when incurred.
There was no advertising expenses for the three months ended December 31, 1999.
Income Taxes -- The provision for income taxes are computed based on the pretax
loss included in the Statement of Income. The asset and liability approach is
used to recognize deferred tax assets and liabilities for the expected future
tax consequences of temporary differences between the carrying amounts and the
tax bases of assets and liabilities.
Earnings Per Common Share -- Basic loss per common share is computed using the
weighted average number of common shares outstanding during the year. Earnings
per share amounts have been adjusted to reflect the one-for-two split of the
Company's common shares which occurred on November 3, 1999.
NOTE 2 -- STOCKHOLDERS' EQUITY
Stock Split -- On November 3, 1999, the Company consented to a one-for-two
hundred reverse stock split of its common stock. Stockholders' equity has been
restated to give retroactive recognition to the reverse stock split in prior
periods.
Preferred Stock -- 2,000,000 shares of Preferred Stock authorized are
undesignated as to preferences, privileges and restrictions. As the shares are
issued, the Board of Directors must establish a "series" of the shares to be
issued and designate the preferences, privileges and restrictions applicable to
that series. To date, the Board of Directors has not designated or issued any
series of Preferred Stock.
NOTE 3 -- COMMITMENTS AND CONTINGENCIES
Included in the accounts payable is approximately $80,500 which represent
judgements brought against the company. These judgements are related to unpaid
invoices.
7
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UNIVERSAL MEDIA HOLDINGS, INC. & SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
NOTE 4 -- ACQUISITION OF SUBSIDIARY
On February 14, 2000, the Company entered into an agreement with E-Trans
Logistics, Inc. (E-Trans), a trucking, transport and logistics company, under
which E-Trans became a wholly owned subsidiary of Universal Media Holdings, Inc.
The new office is located at the E-Trans facility, where there are offices and a
warehouse. Sometime during the second quarter of 2000, the Company plans to
rename itself to E-Trans Logistics, Inc.
8
