Aaron Stein
CERTIFIED PUBLIC ACCOUNTANT
981 ALLEN LANE
P.O. BOX 406
WOODMERE, NEW YORK 11598
516-569-0520
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Stockholders'
of Universal Bio-Medical Enterprises, Inc.
I consent to the use in this Registration Statement of
Universal Bio-Medical Enterprises, Inc. on Form 10SB of my report dated
November 6, 2000, appearing in the General Form for
Registration of Securities of Small Business Issuers,
which is part of this Registration Statement.
I also consent to the reference to me under the headings
"Selected Financial Data " and "Experts"
in such General form Registration of Securities of Small Business Issuers.
Aaron Stein
November 6, 2000
<PAGE>
UNIVERSAL BIO-MEDICAL ENTERPRISES, INC.
& SUBSIDIARY
FINANCIAL STATEMENTS
Years ended September 30, 2000 and 1999
<PAGE>
UNIVERSAL BIO-MEDICAL ENTERPRISES, INC.
& SUBSIDIARY
TABLE OF CONTENTS
Page
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 6-7
Aaron Stein
CERTIFIED PUBLIC ACCOUNTANT
981 ALLEN LANE
P.O. BOX 406
WOODMERE, NEW YORK 11598
516-569-0520
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
of Universal Bio-Medical Enterprises, Inc. & Subsidiary
I have audited the accompanying balance sheet of
Universal Bio-Medical Enterprises, Inc. & Subsidiary as of
September 30, 2000, and the related statements of operations,
stockholders' deficit, and cash flows for the year then ended.
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 audit.
I conducted my audit in accordance with generally accepted
auditing standards. 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
Universal Bio-Medical Enterprises, Inc & Subsidiary as of September 30, 2000,
and the results of its operations and its cash flows for the year then ended
in conformity with generally accepted accounting principles.
The 1999 financial statements were reviewed by me, and my report thereon,
dated November 6, 2000, stated I was not aware of any material modifications
that should be made to those statements for them to be in conformity with
generally accepted accounting principles. However, a review is substantially
less in scope than an audit and does not provide a basis for the expression
of an opinion on the financial statements taken as a whole.
Aaron Stein
Woodmere, New York
November 6, 2000
UNIVERSAL BIO-MEDICAL ENTERPRISES, INC. & SUBSIDIARY
116:
BALANCE SHEET
September 30, 2000
ASSETS
CURRENT ASSETS
cash and cash equivalents $210
48,145
201,509
5,107
Total current assets 254,971
PROPERTY AND EQUIPMENT, net 148,366
$403,337
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses $328,212
Accrued payroll and related taxes 68,784
Loan payable - Stockholders 235,884
Total current liabilities 632,880
STOCKHOLDERS' DEFICIT
Common stock, no par value, $.001 stated value
10,000,000 shares authorized,
55,000 issued and outstanding 2,155
Aditional paid-in capital 213,345
Accumulated deficit (445,043)
153:
(229,543)
$403,337
See accompanying notes to financial statements
Page 2
UNIVERSAL BIO-MEDICAL ENTERPRISES, INC. & SUBSIDIARY
STATEMENT OF OPERATIONS
Years ended September 30, 2000 1999
(1999 Unaudited)
REVENUES EARNED $238,365 $376,297
COST OF REVENUES EARNED 114,288 170,203
GROSS PROFIT 124,077 206,094
GENERAL AND ADMINISTRATIVE
387,214 366,958
OPERATING LOSS (263,137) (160,864)
OTHER INCOME (EXPENSES)
Interest income -
Interest expense 1,329 14,128
1,329 14,128
LOSS BEFORE PROVISION FOR INCOME TAXES (264,466) (174,992)
INCOME TAX EXPENSE - -
$(264,466) $(174,992)
LOSS PER SHARE
Basic $(0.123) $(0.081)
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic 2,155,000 2,155,000
See accompanying notes to financial statements
3
UNIVERSAL BIO-MEDICAL ENTERPRISES, INC. & SUBSIDIARY
STATEMENT OF STOCKHOLDERS' DEFICIT
For the year ended September 30, 2000
Additional
Common Stock Paid-In Retained
Shares Amount Capital Earnings Total
Balance, September 30, 1999
2,155,000 $2,155 $213,345 $(180,577) 34,923
Net loss (264,466) (264,466)
Balance, September 30, 2000
2,155,000 $2,155 $213,345 $(445,043) $(229,543)
See accompanying notes to financial statements
UNIVERSAL BIO-MEDICAL ENTERPRISES, INC. & SUBSIDIARY
STATEMENT OF CASH FLOWS
For the year ended September 30, 2000
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(264,466)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation and amortization 9,600
Changes in assets and liabilities:
Accounts receivables (12,946)
Inventory (14,830)
Other assets 2,317
Accounts payable and accrued expenses 199,456
Loan payable - Stockholders 76,076
Net cash used in operating activities (4,793)
CASH AND CASH EQUIVALENTS, Beginning 5,003
CASH AND CASH EQUIVALENTS, Ending $210
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid $1,329
Income taxes paid $-
See accompanying notes to financial statements
5
UNIVERSAL BIO-MEDICAL ENTERPRISES, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 ORGANIZATION, NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING
POLICIES
Organization
Universal Bio-Medical Enterprises, Inc. (the Company) was
originally incorporated in Florida asCypro Products, Inc. on
April 14, 1997. On April 17, 1998 the Company filed a Certificate of
Amendment to its Certificate of Incorporation changing its corporate name to
Cypro Environmental Group, Inc. On August 30, 1999 the Company filed
a Certificate of Amendment to its Certificate of Incorporation changing its
corporate name to Universal Bio-Medical Enterprises, Inc.
The capital structure of the corporation continues to be an authorization of
10,000,000 shares of common stock having no par value.
The Company's only operations are through its wholly owned subsidiary,
which was acquired on May 6, 1998. Bio-Analytic Laboratories, Inc. (Bio)
Nature of Operations
The Company was organized primarily to serve as a holding
company that would engage in the acquisition of independent businesses
involved in the development, manufacturing and marketing of cost sensitive
products and services that enhance the quality of human life.
Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of
Universal Bio-Medical Enterprises, Inc. and its wholly owned subsidiary,
Bio-Analytic Laboratories, Inc. All significant intercompany accounts
and transactions have been eliminated in the consolidation of the
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.
UNIVERSAL BIO-MEDICAL ENTERPRISES, INC.
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.
Income Taxes The Company accounts for income
taxes under Statement of Financial Accounting Standard 109, Accounting
for Income Taxes. Statement 109 requires the Company to account for
income taxes under an asset and liability method that recognizes deferred tax
liabilities and assets for the expected future tax consequences of temporary
differences between the tax and financial reporting basis of certain 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.
Comprehensive Income The Financial Accounting Standards Board
has issued FASB Statement No. 130 Reporting Comprehensive Income effective
for fiscal years beginning after December 31, 1997. Since the Company has
no items of "other comprehensive income" for the year ended
September 30, 2000 Statement No. 130 does not apply for this year.
Inventories Inventories are stated at the lower of cost
(first-in, first- out method)
NOTE 2 ACQUISITION OF SUBSIDIARY
On May 6, 1998 the Company entered into an agreement with
Eutro Group Holding, Inc. under which Bio-Analytic Laboratories, Inc. (Bio)
became a wholly owned subsidiary of Universal Bio-Medical Enterprises, Inc.
Bio is a 28-year old manufacturer of reagents for some of the more
popular chemistry analyzers used in clinical laboratories. Additionally,
Bio is currently developing cost effective analytical systems for the
global health care market. The current years decrease in revenue is in
part due to upgrading its product line and establishing new products.
