UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON D.C.

                                   FORM 10-KSB

 [X]  Annual Report Pursuant to Section 13 or 15(d) of the  Securities  Exchange
      Act of 1934

 [ ]  Transitional  Report  Pursuant  to  Section  13 or 15(d) of the Securities
      Exchange Act of 1934

                          Commission File No. 000-28459

                         UNIVERSAL MEDIA HOLDINGS, INC.
                         ------------------------------
             (Exact name of Registrant as specified in its charter)

               Delaware                                  22-336133
 --------------------------------        ---------------------------------------
 (State of other jurisdiction            (I.R.S. Employer Identification Number)
 of incorporation or organization)

                200 Middlesex Avenue, Carteret, New Jersey 07008
                ------------------------------------------------
                     Address of principal executive offices

        Registrant's telephone number, including area code: 732-969-5657

        Securities registered pursuant to Section 12(b) of the Act: NONE

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that  registrant  was required to filed such  reports),  and (2) has been
subject to such filing requirement for the past 90 days.  [X]  Yes   [ ] No

Check  if no  disclosure  of  delinquent  filers  in  response  to  Item  405 of
Regulation S-B is contained in this Form,  and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  of  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form -KSB.   [X]

State  issuer's  revenues for its most recent  reporting  period  (Fiscal  year)
 ..........$

Aggregate  market  value  of the  voting  stack  held by  non-affiliates  of the
registrant  at September  31, 2000 was  $11,000.00.  The bid price of the common
stock at that date was $0.01.



<PAGE>

                          UNIVERSAL MEDIA HOLDING, INC.

                               Form 10-KSB - Index

                  For the Fiscal Year Ended September 31, 2000

PART I                                                                     Page
                                                                           ----

Item 1.     Business                                                         3
Item 2.     Properties                                                       4
Item 3.     Legal Proceedings                                                4
Item 4.     Submission of Matter to a Vote of
                Security Holders                                             4

PART II

Item 5.     Market of Registrant's Securities and
                Related Stockholder Matters                                  5
Item 6.     Management's Discussion and Analysis of
                Financial Condition and Results of Operations                5
Item 7.     Consolidated Financial Statements and
                Supplementary Data                                           6
Item 8.     Changes in and Disagreements with Accountants
                on Accounting and Financial Disclosures                      6

PART III

Item 9.     Directors and Executive Officers of the Registrant               7
Item 10.    Executive Compensation                                           8
Item 11.    Security Ownership of Certain Beneficial Owners
                and Management                                               8
Item 12     Certain Relationships and Related Transactions                   9


Part IV

Item 13.    Exhibits, Consolidated Financial Statements,
                Schedules and Reports on Form 8-K                           10

Signatures                                                                  11


         This Form  10-KSB  contains  forward  looking  statements,  within  the
meaning of Section  27A of the  Securities  Act of 1933 and  Section  21E of the
Securities  Exchange  Act of  1934,  regarding  future  events  and  the  future
performance of the Company involve risks and  uncertainties  which may cause our
actual  results in future  periods to be  materially  different  from any future
performance  suggested  herein.  We  believe  that its  business  strategy  that
includes focus on future  acquisitions is not unique.  There can be no assurance
that our strategy will be successful.  There can be no assurance that sufficient
capital can be obtained to market  ourselves  and  increase our market share and
our performance and actual results could differ  materially from those projected
in the forward looking statements contained herein.

                                        2

<PAGE>

                                     PART I



Item 1.      Business

         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").

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.

                                        3


<PAGE>

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.

Item 2.      Description of Property

         We lease  approximately  500  square  feet of  space  at 200  Middlesex
Avenue,  Carteret,  New Jersey  07008,  for use as the  principal  executive and
corporate  offices.  There is no lease  and we are month to month  tenants.  The
space is not  sufficient  to  operate  the  Company  if  operations  resume  and
acquisitions  of new business and other  corporations  occurs.  At that time the
Company will be forced to relocate.

         During the last fiscal year we also had 500 square feet of office space
at 110  Smithtown  Boulevard,  Nesconset,  New  York  11767.  This was used as a
corporate  office.  the rent at the  Nesconset  Office  was $600 per  month as a
sublease from another tenant. The lease hold has been vacated.

Item 3.      Legal Proceedings

         The Company is not party to any legal  proceedings.  There are no known
threatened  actions  against  the  Company,  other than by the factor for unpaid
invoices.  It is believed that no litigation  will be commenced  however,  since
there should be enough payments from the invoices purchased by the factor. It is
impossible  to determine  the actual  exposure of the Company at this time.  Our
subsidiary,  E-Trans  Logistics,  Inc., has several possible  collection actions
that may be brought  against it. It is believed  that any actions  involving the
subsidiary would not affect the Company

Item 4.      Submission of Matter to a Vote of
                     Security Holders

         There were no matters  submitted to a vote of  shareholders  during the
fourth quarter of 2000.

                                        4

<PAGE>

PART II


Item 5.      Market of Registrant's Securities and Related Stockholder Matters

         The  Company's  Common Stock is traded under the symbol "UMHD" From May
14, 2000 until  December 12, 2000, the Company was not traded on any exchange or
quoting  service,  after being de-listed from the Over the Counter Bulletin Bard
due to its failure to comply with Rule 6530. After December 12, 2000, the Common
Stock was traded on the Over the Counter Bulletin Board of the NASD.

Item 6.      Management's Discussion and Analysis  of  Financial  Condition  and
             Results of Operations

         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.

         On  February  14,  2000,  the  Company  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.

         On March 27, 2000, the Company  acquired all the outstanding  shares of
Net-Tronics  for $100,000  and 250,000  shares of  Universal  Media stock.  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.


                                        5

<PAGE>

Discontinued Operations

         Subsequent  to year end, the Company made a  determination  to exit its
trucking, transport and logistics operation after the acquisition of E-Trans due
to continuing  losses. The Company incurred a one-time charge of $25,000 related
to an accrual for estimated  expenses  during the phase out period.  The Company
plans to settle  with the  lessor and other  creditors  of the  operations.  The
disposition  of the  transport  business  represents  a  disposal  of a business
segment under Accounting  Principles Board Opinion No. 30. Accordingly,  results
of this operation have been classified as  discontinued.  Since this is the only
operation,  its  discontinuation  raises  substantial  doubt about the Company's
ability to continue as a going  concern.  The Company's  continued  existence is
dependent upon its ability to merge with an operating entity.

         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.

         In the last quarter of Fiscal Year 2000,  the had no  operations of any
type and no revenue or sales. The likely hood of the Company being re-started is
dependant upon the Company  obtaining outside sources of capital and the ability
to make an acquisition.

Item 7.      Consolidated Financial Statements and Supplementary Data

         The  information  required by Item 7 appears at Page F-1, which appears
after this page.

Item 8.      Changes  in  and  Disagreements  with Accountants on Accounting and
             Financial Disclosures

         None





                                        6

<PAGE>




PART III

Item 9.      Directors and Executive Officers of the Registrant

Directors  and Executive  Officers of Universal  Media  Holdings,  Inc.(formerly
Universal Turf, Inc.)

Name                Age         Position
-------------       ---         --------

James Zimbler       35          Chairman of the Board of Directors/CEO/President

Martin Yudko        45          Director

Michael Krome       39          Director/Vice-President, Secretary/Treasurer

James  Zimbler is our C.E.O.  and a  Director,  serving in this  capacity  since
November 4, 1999.  He came to our Company as a result of our Purchase  Agreement
with E-Trans Logistics,  Inc., where he served as C.E.O. since December of 1995.
In December  1998, Mr. Zimbler was also named Chairman of the Board of Directors
of IntermediaNet,  Inc, a public company that has been recently renamed "Fortune
Media,  Inc." In February of 1999,  he ceased to be an officer of that  company,
but continues to be a director.  From December of 1996 through November of 1998,
Mr.  Zimbler  was  President  and Chief  Operating  Officer  for  Total  Freight
Solutions America, Inc. (T.F.S.  America, Inc.) There, he managed the day to day
operations of company. Mr. Zimbler was employed by Packaging Plus Services, Inc.
from August of 1994  through  December of 1996.  Mr.  Zimbler  attended  Suffolk
Community   College  from  1983  through  1985  where  he  majored  in  Business
Administration.

Martin Yudko has been a C.P.A for twenty years. He operated a transportation and
logistics  Company in New Jersey for several  years before  joining the Board of
Directors.

Michael  Krome was Vice  President,  Secretary,  Treasurer and a Director of our
Company.  He is an attorney  and has managed  his own law  practice,  Michael S.
Krome,  P.C.,  since  1991.  Mr.  Krome was named to the Board of  Directors  on
November 4, 1999, and has provided  corporate and legal services to our Company.
From February of 1999 through November of 1999, Mr Krome was the Vice President,
Secretary  and a Director  of Fortune  Media,  Inc.  Although he ceased to be an
officer of Fortune  Media,  Inc.  In  November  of 1999,  he  continues  to be a
Director of that company. Mr. Krome is a graduate of the University at Albany in
Albany New York with a  Bachelors  Degree,  and he  received  his J.D.  from the
Benjamin N. Cordozo  School of Law in 1990. Mr. Krome was admitted to the N.Y.S.
Bar in February of 1991.  Effective  January 3, 2001,  Mr. Krome  resigned as an
Officer and Director of the Company.


                                        7

<PAGE>

Item 10.     Executive Compensation

Compensation of Management

                            Title                     2000           1999
                            -----                     ----           ----
James Zimbler          Chief Executive               75,000           -0-
                       Officer/President

Michael Krome          Vice President,               10,500           -0-
                       Secretary and Treasurer

None of the named  persons has  received  stock  options or other such  non-cash
compensation  during  the  current  fiscal  year,  other  than the shares of the
Company  as  indicated  herein  in  Item  11.  No one  has  received  an  annual
compensation package of $100,000 or more.

Employment Agreements

Presently, we have not entered into any employment agreements with anyone



Item 11.     Security Ownership of Certain Beneficial Owners
                        and Management

The  following  table sets  forth,  as of  September  30,  2000,  regarding  the
beneficial ownership of shares of our Common Stock by each person known by us to
own five percent or more of the  outstanding  shares of Common Stock, by each of
our Officers,  by each of our Directors,  and by our Officers and Directors as a
group.  As of  September  30,  2000,  there were  12,059,346  shares  issued and
outstanding of record.



                                       8

<PAGE>

NAME & ADDRESS OF                   SHARES OF             PERCENTAGE
BENEFICIAL OWNERS                   COMMON STOCK          AS OF 9/30/00(1)
-----------------                   ------------          ----------------

James Neebling                      2,257,000                   18.7
18 Perrine Circle
Perrineville, NJ 08535

James W. Zimbler(2)                    -0-                      -0-
1 Diane Court
Nesconset, NY

Zimvestments(2)                     2,657,000                   22.0
1 Diane Court
Nesconset, NY 11767

Michael Krome(3)(4)                    -0-                      -0-
8 Teak Court
Lake Grove, NY 11755

All Executive Officers and

Directors as a group                4,914,000(2)                40.7
(3 persons)
 - - - - - - - - - - - - - - - - - - - - - - - - - - -

(1)      Based upon 12,059,346 shares issued and outstanding on 9/30/00.
(2)      Mr.  Zimbler's  has indirect  ownership  of  2,657,000  shares owned by
         Zimvestments, Inc. of which Mr. Zimbler is an officer and director.
(3)      Mr.  Krome has  indirect  ownership  of 427,500  shares of Common Stock
         owned  by Two Plus  Twins  Consulting,  Inc.,  a  company  owned by Mr.
         Krome's wife.
(4)      As of January 3, 2001, Mr. Krome resigned as an Officer and Director of
         the Company. He has less than 5% ownership, both direct and indirect of
         the Company.


Item 12      Certain Relationships and Related Transactions

         None

                                        9


<PAGE>

Part IV

Item 13.     Exhibits, Consolidated Financial Statements,
                 Schedules and Reports on Form 8-K

(a) The following documents are filed as part of this report:

         (1)(2) CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT
SCHEDULES.

         A list of the Consolidated  Financial  Statements filed as part of this
Report is set forth in Item 8 and appears at Page F-1 of this Report; which list
is incorporated  herein by reference.  The Financial Statement Schedules and the
Report of Independent Auditors as to Schedules follow the Exhibits.

     (a)(3) EXHIBITS.


All of the items below are incorporated by reference to the Registrant's General
Form 10SB and amendments for Registration of Securities as previously filed.

                       EXHIBITS AND SEC REFERENCE NUMBERS

         Number                    Title of Document
         ------                    -----------------
         2(a)              Certificate of Incorporation (2)
         2(b)              Plan of Merger (2)
         2(c)              Agreement and Plan of Merger (2)
         2(d)              By-Laws (2)


(1)     Filed Herewith.
(2)     Filed as exhibits to Form 8-K, April 14, 2000


(b)     Reports on Form 8-K

         April 14, 2000          Report of Merger and Acquisition by Net-Tronics
                                 Communication Corp of Universal Media Holdings,
                                 and subsidiary.




                                       10

<PAGE>

SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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.

Date:    February 16, 2001          By: /s/ James W. Zimbler
                                    ----------------------------
                                    James W. Zimbler
                                    Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the  following  persons on behalf of the  Registrant in
the capacities and on the dates indicated.

             DATE                         SIGNATURE/TITLE


Date:    February 16, 2001          By: /s/ James W. Zimbler
                                    ----------------------------
                                    James W. Zimbler
                                    Chief Executive Officer


Date:    February 16, 2001          By: /s/ James W. Zimbler
                                    ----------------------------




Date:    February 16, 2001          By: /s/ Martin Yudko
                                    ----------------------------





                                       11


<PAGE>




                         UNIVERSAL MEDIA HOLDINGS, INC.
                                  & SUBSIDIARY

                          AUDITED FINANCIAL STATEMENTS

                    Years ended September 30, 2000 and 1999




<PAGE>

UNIVERSAL MEDIA HOLDINGS, INC.
& SUBSIDIARY



TABLE OF CONTENTS

                                                                          Page
                                                                          ----

REPORT OF INDEPENDENT AUDITOR                                              F-1

FINANCIAL STATEMENTS

       Consolidated Balance Sheets                                         F-2
       Statements of Operations                                            F-3
       Statements of Stockholders' Deficit                                 F-4
       Statements of Cash Flows                                            F-5
       Notes to Financial Statements                                       F-6




<PAGE>


REPORT OF INDEPENDENT AUDITOR

Board of Directors and Stockholders
Universal Media Holding, Inc. & Subsidiary

I have audited the accompanying  consolidated  balance sheets of Universal Media
Holdings,  Inc.  as of  September  30,  2000,  and  the  related  statements  of
operations,  stockholders'  equity, and cash flows for each year ended September
30, 2000 and 1999.  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 we 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 our audit provides a reasonable basis for my opinion.

In my opinion,  the consolidated  financial  statements  present fairly,  in all
material respects, the financial position of Universal Media Holding, Inc. as of
September 30, 2000, and the results of their operations and their cash flows for
each of the two years ended  September  30, 2000 and 1999,  in  conformity  with
generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
the Company  will  continue as a going  concern.  As  discussed in Note 1 to the
consolidated  financial  statements,  the Company has experienced  recurring net
losses from its only operation and has decided to discontinue  it. These matters
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  Management's plans in regard to these matters are described in Note 1.
The  accompanying   consolidated   financial   statements  do  not  include  any
adjustments  relating  to  the  recoverability  and  classification  of  assets,
carrying  amounts or the amount and  classification  of  liabilities  that might
result should the Company be unable to continue as a going concern.

Aaron Stein,
Certified Public Accountant

Woodmere, New York
February 13, 2001


                                                                             F-1


<PAGE>

UNIVERSAL MEDIA HOLDINGS, INC. & SUBSIDIARY
BALANCE SHEET
September 30, 2000





ASSETS

CURRENT ASSETS
    Accounts receivable                               $    17,144
    Loan to affiliate                                      39,214
                                                      -----------

                   Total current assets                    56,358

PROPERTY AND EQUIPMENT, net                                 3,200
                                                      -----------

                                                      $    59,558
                                                      ===========


LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
    Accounts payable and accrued expenses             $   846,726
    Accrued disposition costs                              25,000
    Other current liabilities                              15,000
                                                      -----------

                   Total current liabilities              886,726

LONG TERM DEBT                                            215,059
                                                      -----------

                   Total liabilities                    1,101,785
                                                      -----------

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,
       11,284,346 issued and outstanding                   11,284
    Additional paid-in capital                          2,133,444
    Accumulated deficit                                (3,186,955)
                                                      -----------

                                                       (1,042,227)

                                                      $    59,558
                                                      ===========



                                                                             F-2

<PAGE>

UNIVERSAL MEDIA HOLDINGS, INC. & SUBSIDIARY
STATEMENTS OF OPERATIONS

                                                   Years ended September 30,
                                                 ----------------------------
                                                      2000            1999
                                                 ------------    ------------

REVENUES EARNED                                  $       --      $    241,207

COST OF REVENUES EARNED                                  --           337,680
                                                 ------------    ------------

      GROSS PROFIT                                       --           (96,473)

GENERAL AND ADMINISTRATIVE EXPENSES                   261,126         211,103
                                                 ------------    ------------

      OPERATING LOSS BEFORE
         WRITE-OFF OF GOODWILL                       (261,126)       (307,576)

WRITE-OFF OF GOODWILL                                 240,000            --
                                                 ------------    ------------

      OPERATING LOSS                                 (501,126)       (307,576)

OTHER INCOME
  Interest income                                         275            --
  Loss on disposal of fixed assets                       --           (15,729)
  Interest expense                                    (20,957)           (669)
                                                 ------------    ------------

      Total other income                              (20,682)        (16,398)
                                                 ------------    ------------

      LOSS FROM CONTINUING OPERATIONS
         BEFORE PROVISION FOR INCOME TAXES           (521,808)       (323,974)

INCOME TAXES                                             --              --
                                                 ------------    ------------

      LOSS FROM CONTINUING OPERATIONS
         AFTER PROVISION FOR INCOME TAXES            (521,808)       (323,974)
                                                 ------------    ------------

DISCONTINUED OPERATIONS (Note 1)
  Loss from discontinued operations, net of
     income taxes of $0                              (253,311)           --
  Provision of $25,000 for operating losses
     during phase out period, net of income
     taxes of $0                                      (25,000)           --
                                                 ------------    ------------

                                                     (278,311)           --
                                                 ------------    ------------

      NET INCOME                                 $   (800,119)   $   (323,974)
                                                 ============    ============


LOSS PER SHARE
  Basic                                          $      (0.07)   $      (0.03)
                                                 ============    ============

AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
  Basic                                            12,059,356      12,059,356
                                                 ============    ============


                                                                             F-3

<PAGE>
<TABLE>
<CAPTION>

UNIVERSAL MEDIA HOLDINGS, INC. & SUBSIDIARY
STATEMENT OF STOCKHOLDERS' DEFICIT





                                     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, 1998           --     $      --      11,156,136   $    11,159   $ 2,008,579   $(2,062,862)       (43,124)

Issuance of common stock                                                        --            --           3,220           --

Net loss                              --            --            --            --            --        (323,974)      (323,974)
                               -----------   -----------   -----------   -----------   -----------   -----------    -----------

Balance, September 30, 1999           --            --      11,159,356        11,159     2,008,579    (2,386,836)      (367,098)

Issuance of common stock              --            --            --         124,990           125       124,865        124,990

Net loss                              --            --            --            --            --        (800,119)      (800,119)
                               -----------   -----------   -----------   -----------   -----------   -----------    -----------

Balance, September 30, 2000           --     $      --     $11,284,346   $    11,284   $ 2,133,444   $(3,186,955)   $(1,042,227)
                               ===========   ===========   ===========   ===========   ===========   ===========    ===========

</TABLE>





                                                                             F-4

<PAGE>

UNIVERSAL MEDIA HOLDINGS, INC. & SUBSIDIARY
STATEMENTS OF CASH FLOWS



                                                       Years ended September 30,
                                                       -------------------------
                                                          2000          1999
                                                       -----------   -----------

CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                            $(800,119)    $(323,974)
    Adjustments to reconcile net loss to net
       cash provided by operating activities:
          Depreciation and amortization                     2,500         2,500
          Loss on disposal of assets                         --          15,729
          Write-off of goodwill                           240,000          --
          Changes in assets and liabilities:
             Accounts receivables                         (17,144)      691,789
             Loan to affiliate                            (39,214)         --
             Accounts payable and accrued expenses        518,706      (300,832)
                                                        ---------     ---------

                Net cash (used in) provided by
                   operating activities                   (95,271)       85,212
                                                        ---------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES
    Increase (decrease) in bank overdraft                    --         (84,200)
    Proceeds from long term debt                          215,059          --
    Issuance of common stock                              124,900          --
                                                        ---------     ---------

                Net cash provided by (used in)
                   financing activities                   339,959       (84,200)
                                                        ---------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES
    Acquisition of subsidiary                            (240,000)         --
    Purchase of property and equipment                     (5,700)         --
                                                        ---------     ---------

                Net cash used by investing activities    (245,700)         --
                                                        ---------     ---------

                NET (DECREASE) INCREASE IN
                   CASH AND CASH EQUIVALENTS               (1,012)        1,012

CASH AND CASH EQUIVALENTS, Beginning                        1,012          --
                                                        ---------     ---------

CASH AND CASH EQUIVALENTS, Ending                       $    --       $   1,012
                                                        =========     =========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
    Interest paid                                       $    --       $    --
                                                        =========     =========

    Income taxes paid                                   $    --       $    --
                                                        =========     =========



                                                                             F-5

<PAGE>

UNIVERSAL MEDIA HOLDINGS, INC. & SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS



NOTE 1 -- ORGANIZATION, NATURE OF BUSINESS AND DISCONTINUED OPERATIONS

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.

On February 14, 2000, the Company 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.

On  March  27,  2000,  the  Company  acquired  all  the  outstanding  shares  of
Net-Tronics  for $100,000  and 250,000  shares of  Universal  Media stock.  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.

Discontinued Operations

Subsequent to year end, the Company made a  determination  to exit its trucking,
transport  and  logistics  operation  after the  acquisition  of E-Trans  due to
continuing  losses. The Company incurred a one-time charge of $25,000 related to
an accrual for estimated expenses during the phase out period. The Company plans
to settle with the lessor and other creditors of the operations. The disposition
of the  transport  business  represents a disposal of a business  segment  under
Accounting  Principles  Board  Opinion  No.  30.  Accordingly,  results  of this
operation  have  been  classified  as  discontinued.  Since  this  is  the  only
operation,  its  discontinuation  raises  substantial  doubt about the Company's
ability to continue as a going  concern.  The Company's  continued  existence is
dependent upon its ability to merge with an operating entity.


                                                                             F-6

<PAGE>

UNIVERSAL MEDIA HOLDINGS, INC. & SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS



Assets and liabilities of the discontinued operations at September 30, 2000 were
as follows:

          Current assets                                   $  56,358
          Property, plant and equipment                        3,200
          Current liabilities                                545,260
          Long-term liabilities                              215,059
                                                           ---------

          Net assets of discontinued operations            $ 819,877
                                                           =========


NOTE 2 --SIGNFICANT ACCOUNTING POLICIES

Principles of Consolidation -- The consolidated financial statements include the
accounts of Universal  Media  Holdings,  Inc.  and its wholly owned  subsidiary,
E-Translogistics from date of acquisition. All significant intercompany accounts
and  transactions  have been  eliminated in the  consolidation  of the Company's
subsidiary.

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.

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 were 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.



                                                                             F-7

<PAGE>

UNIVERSAL MEDIA HOLDINGS, INC. & SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS



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.  There was no
material  difference  between basis earnings per share and diluted  earnings per
share

NOTE 3 -- RELATED PARTY TRANSACTIONS

The Company has advanced approximately $40,000 to an entity that is owned by the
majority owners of Universal Holdings and one who is also a director/officer  of
the Company.

NOTE 4 --CREDIT ARRANGEMENT

On February 1, 2000, the Company entered into a factoring and security agreement
with Metro Factory's,  Inc. (Metro), a financial institution that specializes in
factoring  transactions.  The  Company  identified  certain  customers  and sold
related receivables to Metro for their face value. All the invoices purchased by
Metro from the  Company  constituted  a sale with legal  title  passing to Metro
including its right to use those invoices as collateral. The Company was able to
borrow up to 90 percent of the total face value sold at an interest rate of 2.75
over the base-lending rate of Key Bank National Association of Cleveland,  Ohio,
which was 8.75  percent.  The Company also pays Metro a  commission  equal to .6
percent of the face amount of invoices  purchased and an additional  .25 percent
due each fifteenth day period beginning with 61st date on the invoice.

All invoices are purchased on a recourse basis.  Invoices unpaid in excess of 90
days are  deemed  uncollectible  and the  Company  agrees  to  repurchase  these
invoices from Metro at the full-face amounts.

At the time of the sale,  the Company  recognizes  the sale of such invoices and
any losses of the face value including any  commissions  owed Metro. At the time
an  invoice is  presented  back for  repayment,  the  Company  records it at its
estimated fair value and recognizes any losses.

Metro has the right to inspect  all books and records of the Company at any time
including required certain financial reporting.

This credit  arrangement  is personally  guaranteed by two  stockholders  of the
Company  and  cross-collaterized  with  another  corporation  in which these two
stockholders  have common ownership.  Additionally  Metro has a blanket security
interest in assets of the Company.




                                                                             F-8

<PAGE>

UNIVERSAL MEDIA HOLDINGS, INC. & SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS



NOTE 5 --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 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 6 -- COMMITMENTS AND CONTINGENCIES

Included in the  accounts  payable is  approximately  $28,000  which  represents
judgements  brought  against the Company.  These judgments are related to unpaid
invoices.

NOTE 7 - INCOME TAXES

The Company did not provide  any  current or  deferred  U.S.  federal,  state or
foreign income tax provision or benefit for any of the periods presented because
it has experienced operating losses since inception.  The company has provided a
full valuation allowance on the deferred tax asset,  consisting primarily of net
operating loss, because of uncertainty regarding its realizability.

At  September  30, 2000,  the Company had net  operating  loss of  approximately
$250,000,  related to U.S. federal and state  jurisdictions.  Utilization of net
operating loss,  which begins to expire at various times starting this year, may
be subject to certain limitations under Section 382 of the Internal Revenue Code
of 1986, as amended, and other limitations under state tax laws.





                                                                             F-9

<PAGE>

UNIVERSAL MEDIA HOLDINGS, INC. & SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS



NOTE 8 - PRO FORMA UNAUDITED INFORMATION

The following  unaudited pro forma data summarizes the results of operations for
the twelve months ended September 30,2 000 and1999 as the acquisition of E-Trans
(see Note 1) had been completed as of the beginning of periods presented.  These
pro forma  amounts do not purport to be  representative  of what would have been
obtained if the acquisition occurred at the beginning of the period presented.


                                               2000                1999
                                           -----------         -----------

          Revenues                         $   883,000         $ 1,615,000
                                           ===========         ===========

          Net loss                         $  (841,000)        $  (473,000)
                                           ===========         ===========

          Earnings per share
            Basic                                (0.07)              (0.04)
                                           ===========         ===========








                                                                            F-10