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)

                 68A Lamar Street, West Babylon, New York 11704
                    -----------------------------------------
                     Address of principal executive offices

        Registrant's telephone number, including area code: 631-491-5200

        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)
 ..........$0.00

Aggregate  market  value  of the  voting  stack  held by  non-affiliates  of the
registrant  at September  30, 2001 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, 2001

PART I
                                                                            Page

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

PART II

Item 5.           Market of Registrant's Securities and
                           Related Stockholder Matters                        3
Item 6.           Management's Discussion and Analysis of
                           Financial Condition and Results of Operations      3
Item 7.           Consolidated Financial Statements and
                           Supplementary Data                                 4
Item 8.           Changes in and Disagreements with Accountants
                           on Accounting and Financial Disclosures            4

PART III

Item 9.           Directors and Executive Officers of the Registrant          5
Item 10.          Executive Compensation                                      6
Item 11.          Security Ownership of Certain Beneficial Owners
                           and Management                                     6
Item 12           Certain Relationships and Related Transactions              7


Part IV

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

Signatures                                                                    9



<PAGE>

         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.


                                     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 $.0001 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,  Inc. 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,  was a trucking,  transport and logistics  company
having its offices and warehouse in Carlstadt, New Jersey.

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


                                       1
<PAGE>

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

         On December 4, 2001,  the  company  relocated  its offices to 68A Lamar
Street, West Babylon,  New York 11704, (631) 491-5200.  We occupy  approximately
400 square feet of space. There is no lease and we are  month-to-month  tenants.
We share space with two other companies in order to avoid paying excessive rent.
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  occupied 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  leasehold has been vacated.  We also leased
approximately  500 square feet of space at 200 Middlesex Avenue,  Carteret,  New
Jersey 07008, for use as the principal  executive and corporate  offices.  There
was no lease  and we were  month to month  tenants.  Both  locations  have  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 2001.


                                       2
<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.

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


                                       3
<PAGE>

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


                                       4
<PAGE>

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

         None


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
         -------------              -----             --------
         Ramiro Pericon             29               Director
         Lance Lang                 27               Director

         Kenneth Parsteck           42               President



Ramiro Pericon
Dir. Corporate Relations, Witman Consulting Corp., New York, New York.
During  the past 10 years  Mr.  Pericon  has  served as a  Business  Consultant,
providing  financial and  administrative  services to  start-ups,  middle market
companies and companies in transition.  As well, Mr. Pericon has  established an
organization to coordinate with various  Companies with a view to initiating and
implementing  programs  that have  significant  social and  economic  benefit to
certain "developing" countries. From 1999 to the Present, he has coordinated the
establishment  of offices in  Thailand,  Korea,  China and  Australia  to target
certain noteworthy charitable projects to receive support over the next 10 years
for.
In 1999, established organization for the coordination of programs and projects,
worldwide that would have  significant  impact on social and economic  levels to
"developing countries"
From 1998 to 1999  engaged is a  consulting  practice to provide  financial  and
administrative services to small and medium sized companies. Developed extensive
experience  in  private  sector  financing,   business  development,  and  media
relations, contract negotiations and Mergers and Acquisitions.
From 1995 to 1998 was an  investment  management  at VTR  Capital  Group.  After
achieving licensing requirements,  went on to serve as Senior Vice President and
develop his portfolio  management  expertise by counseling  large individual and
institutional accounts.
In July 2001, agreed to serve as a director of the Company and brings a business
organization background to the Company, with a great deal of actual application.


                                       5
<PAGE>
<TABLE>
<CAPTION>

Lance Lang
Mr. Parsteck is a graduate of Adelphi University in 1980 with a BBA. He received
an MBA from the University of Miami in 1983.  From 1990 he was employed by Delta
Manufacturing,   Inc.  in  Palisades   Park,   New  Jersey,   a  corrugated  box
manufacturer,  as a customer  service  manager.  From 1992 to 1997,  he was Vice
President of Operations of Total Freight Solutions of America, Inc., a logistics
provider in Freehold New Jersey.  In 1997, he joined  Fortune  Media,  Inc., and
Fortune  Entertainment,  Inc., its  subsidiary,  as Vice President of Operation.
Fortune was a music label and media  company  located in New York,  New York. In
1998, he became  Vice-President  of Gerard Express,  Inc.,  which became E-Trans
Logistics,  Inc.,  Carteret,  New  Jersey.  In 2000,  he joined TTI  Holdings of
America Corp., New York, New York, as Vice President of Operations,  Mergers and
Acquisitions, until his appointment with Universal.


Item 10.          Executive Compensation

Compensation of Management

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.



                  2001 Dollar    2001 Share     % of      % of       Exercise   Expiration
Officer/Director  Compensation   Compensation   Awarded   Warrants   Awarded    Price     Date
----------------------------------------------------------------------------------------------
<S>               <C>            <C>            <C>       <C>         <C>       <C>
Ramiro Pericone       -0-            -0-          none      none       none      none
Lance Lang            -0-            -0-          none      none       none      none
Kenneth Parsteck      -0-          120,000        none      none       none      none
</TABLE>



Employment Agreements

We have an employment  agreement with our interim  President,  Kenneth Parsteck.
Pursuant to the agreement,  he is to receive  compensation  of $3,000 per month.
The Company has been unable to pay this compensation,  except for December 2001,
when the company filed a registration statement for 120,000 shares on Form S-8.


                                       6
<PAGE>

Item 11.          Security Ownership of Certain Beneficial Owners
                           and Management

The  following  table sets  forth,  as of  September  30,  2001,  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, 2001,  there were  131,634,346  shares  issued and
outstanding of record.  As of December 31, 2001, there were  138,154,346  shares
issued and outstanding.

                                SHARES OF         PERCENTAGE
NAME & ADDRESS OF               COMMON            AS OF 9/30/01(1)
BENEFICIAL OWNERS               STOCK
-------------------------       ----------        ----------------
Jeff Chisholm                   30,000,000                   22.7%
168 Hurd Avenue
Stratford, CT  06614

All Ten Enterprises, Inc.       30,000,000                   22.7%
540 North Avenue
Union, NJ  07083

Lance Lang                      15,000,000                   11.3%
540 North Avenue
Union, NJ  07083

Romaro Pericone                 15,000,000                   11.3%
c/o Whitman Enterprises
305 Broadway
Suite 305
New York, NY 10007


Item 12           Certain Relationships and Related Transactions

         None


                                       7
<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)
         10.0              Employment Agreement with Kenneth Parsteck (1)

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


(b)     Reports on Form 8-K

         Form 8-K filed May 24, 2001 advising of a change of auditors
         Form 8-K filed July 10, 2001  advising of the  execution of a letter of
intent to acquire assets of Del-Pais International Inc.
         Form 8-K filed  August 1, 2002  advising  of the  change of the  office
location and phone number of the company,
         Form 8-K filed  December 4, 2001  advising of a change of directors and
officer and of the location of the office of the company and phone number.


                                       8
<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 6, 2002        By: /s/ Kenneth Parsteck
                                    ----------------------------
                                    Kenneth Parsteck,
                                    President

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 6, 2001        By: /s/ Kenneth Parsteck
                                    ----------------------------
                                    Kenneth Parsteck,
                                    President

                                    By: /s/ Ramiro Pericone
                                    -------------------------------
                                    Ramiro Pericone,
                                    Director

                                    By: /s/ Lance Lang
                                    ----------------------------
                                    Lance Lang,
                                    Director



<PAGE>



                         UNIVERSAL MEDIA HOLDINGS, INC.
                                  & SUBSIDIARY

                          AUDITED FINANCIAL STATEMENTS

                     Years ended September 30, 2001 and 2000



<PAGE>



UNIVERSAL MEDIA HOLDINGS, INC.
& SUBSIDIARY




TABLE OF CONTENTS

                                                                          Page

REPORT OF INDEPENDENT AUDITOR                                              F-1

FINANCIAL STATEMENTS

       Balance Sheet as of September 30, 2001                              F-2
       Statements of Operations for the periods
            ended September 30, 2001 and 2000                              F-3
       Statements of Stockholders' Deficiency for the
            periods  ended September 30, 2001 and 2000                     F-4
       Statements of Cash Flows for the periods
            ended September 30, 2001 and 2000                              F-5
       Notes to Financial Statements                                      F6-F10




<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,  2001,  and  the  related  statements  of
operations,  stockholders'  equity, and cash flows for each year ended September
30, 2001 and 2000.  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 consolidated  financial  statements  present fairly,  in all
material respects, the financial position of Universal Media Holding, Inc. as of
September 30, 2001, and the results of their operations and their cash flows for
each of the two years ended  September  30, 2001 and 2000,  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 and 8 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 6, 2002


                                      F-1

<PAGE>

UNIVERSAL MEDIA HOLDINGS, INC. & SUBSIDIARY
BALANCE SHEET
September 30, 2001


ASSETS


                   Total current assets               $      --
                                                      ===========



LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
    Accounts payable and accrued expenses             $   901,328
    Credit line - Metro                                   141,787
    Accrued disposition costs                              25,000
    Other current liabilities                              30,760
                                                      -----------

                   Total current liabilities            1,098,875
                                                      -----------



STOCKHOLDERS' DEFICIT
    Preferred stock, no par value,
       2,000,000 shares authorized, 0 shares issued          --
    Common stock, $.0001 par value,
       200,000,000 shares authorized,
       131,634,346 issued and outstanding                  13,163
    Additional paid-in capital                          2,236,915
    Accumulated deficit                                (3,348,953)
                                                      -----------

                                                       (1,098,875)
                                                      -----------

                                                      $      --
                                                      ===========


                 See accompanying notes to financial statements

                                      F-2

<PAGE>

UNIVERSAL MEDIA HOLDINGS, INC. & SUBSIDIARY
STATEMENTS OF OPERATIONS

                                                    Years ended September 30,
                                                 ------------------------------
                                                       2001             2000
                                                 -------------    -------------
REVENUES EARNED                                  $        --      $        --

COST OF REVENUES EARNED                                   --               --
                                                 -------------    -------------

        GROSS PROFIT                                      --               --

GENERAL AND ADMINISTRATIVE EXPENSES                    184,166          261,126
                                                 -------------    -------------

        OPERATING LOSS BEFORE
          WRITE-OFF OF GOODWILL                       (184,166)        (261,126)

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

        OPERATING LOSS                                (184,166)        (501,126)

OTHER INCOME
    Interest income                                       --                275
    Other income                                        28,901             --
    Interest expense                                   (19,000)         (20,957)
                                                 -------------    -------------

        Total other income                               9,901          (20,682)
                                                 -------------    -------------

        LOSS FROM CONTINUING OPERATIONS
          BEFORE PROVISION FOR INCOME TAXES           (174,265)        (521,808)

INCOME TAXES                                              --               --
                                                 -------------    -------------
        LOSS FROM CONTINUING OPERATIONS
          AFTER PROVISION FOR INCOME TAXES            (174,265)        (521,808)
                                                 -------------    -------------

DISCONTINUED OPERATIONS (Note 1)
    Net income discontinued operations, net of
      income taxes of $0                                15,467         (253,311)
    Provision of $25,000 for operating losses
      during phase out period, net of income
      taxes of $0                                       (3,200)         (25,000)
                                                 -------------    -------------

                                                        12,267         (278,311)
                                                 -------------    -------------

        NET INCOME                               $    (161,998)   $    (800,119)
                                                 =============    =============


LOSS PER SHARE
    Basic                                                  nil    $       (0.07)
                                                 -------------    -------------

AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
    Basic                                          101,421,846       12,059,356
                                                 -------------    -------------


                 See accompanying notes to financial statements

                                       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, 1999      $      --            --      11,159,356   $     1,116   $ 2,018,622   $(2,386,836)       (367,098)

Issuance of common stock                --            --         124,990            12       124,978                       124,990

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

Balance, September 30, 2000             --            --      11,284,346         1,128     2,143,600     (3,186,955)    (1,042,227)

Issuance of common stock
    for services rendered               --            --      90,350,000         9,035        81,315                        90,350

Stock sold                              --            --      30,000,000         3,000        12,000           --           15,000

Net loss                                --            --            --            --            --         (161,998)      (161,998)
                                 -----------   -----------   -----------   -----------   -----------    -----------    -----------

Balance, September 30, 2001      $      --            --     131,634,346   $    13,163   $ 2,236,915    $(3,348,953)   $(1,098,875)
                                 ===========   ===========   ===========   ===========   ===========    ===========    ===========
</TABLE>




                 See accompanying notes to financial statements

                                       F-4

<PAGE>

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




                                                    Years ended September 30,
                                                    --------------------------
                                                        2001           2000
                                                    -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                        $  (161,998)   $  (800,119)
    Adjustments to reconcile net loss to net
      cash provided by operating activities:
        Depreciation and amortization                      --            2,500
        Issuance of common stock for services            90,350        124,990
        Loss on abondonment of fixed assets               3,200
        Write-off of goodwill                              --          240,000
        Changes in assets and liabilities:
          Accounts receivables                           17,144        (17,144)
          Loan to affiliate                              39,214        (39,214)
          Accounts payable and accrued expenses          54,602        518,616
                                                    -----------    -----------

            Net cash (used in) provided by
               operating activities                      42,512         29,629
                                                    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Reduction in credit facility                        (57,512)          --
    Proceeds from long term debt                           --          215,059
    Issuance of common stock                             15,000           --
                                                    -----------    -----------

            Net cash provided by (used in)
               financing activities                     (42,512)       215,059
                                                    -----------    -----------

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)

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

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


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
    Interest paid                                   $    19,000    $    20,957
                                                    -----------    -----------

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

                 See accompanying notes to financial statements

                                       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 Express, Inc. 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 September 30, 2000 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
had attempted to settle with the lessor and other  creditors of the  operations.
E-Trans filed for  protection  under Chapter 11 of the United States  Bankruptcy
code, in the District of New Jersey on March 22, 2001. The Chapter 11 filing was
subsequently  converted to a Chapter 7 filing.  The Company is currently waiting
the disposition of this filing from the court appointed trustee. 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.


                                      F-6

<PAGE>

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.

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 year ended September 30, 2001.

Advertising  Costs -- Advertising costs are charged to operations when incurred.
There were no advertising expenses for the year ended September 30, 2001.

Income  Taxes -- The  Company  accounts  for  income  taxes  under the asset and
liability method.  Deferred income taxes and liabilities are determined based on
the  difference  between  the  financial  statement  and tax bases of assets and
liabilities  using  enacted  tax  rates in  effect  for the  period in which the
differences are expected to reverse.

                                      F-7

<PAGE>

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 had 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.  The  Company  has  determined  that that these  advances  are not
collectable and as such have been written-off.


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.  One of the  stockholders  has  declared and
filed  personal  bankruptcy.  The  Company  is in  technical  violation  of  the
covenants of its lending agreement.


                                      F-8

<PAGE>

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, 2001,  the Company had net  operating  loss of  approximately
$?????,  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.


NOTE 8 - GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going  concern As shown in the financial  statements,
the Company  incurred a net loss of $ 161,998 for the year ended  September  30,
2001 and has  incurred  net losses for each of the past two years.  At September
30, 2001 current liabilities exceed current assets by $ 1,098,875. These factors
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  The  financial  statements  do not include any  adjustment  that might
result from the outcome of this uncertainty.


                                      F-9

<PAGE>

NOTE 9 - PRO FORMA UNAUDITED INFORMATION

The following  unaudited pro forma data summarizes the results of operations for
the twelve months ended  September 30, 2000 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
                                          ---------

     Revenue                              $ 883,000
                                          =========

     Net loss                             $ 841,000
                                          =========

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




                                      F-10