DESERT HEALTH PRODUCTS, INC. FINANCIAL STATEMENTS December 31, 1998 and June 30, 1999 Independent Auditor's Report Board of Directors and Stockholders Desert Health Products, Inc. I have audited the accompanying balance sheets of Desert Health Products, Inc. as of December 31, 1998 and June 30, 1999, and the related statements of operations, changes in stockholders' equity and cash flows for the year ended December 31, 1998. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Desert Health Products, Inc. as of December 31, 1998 and June 30, 1999, and the results of its operations and its cash flows for the year ended December 31, 1998 in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note G to the financial statements, the Company has suffered substantial recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note G. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ James Raftery September 19, 1999 Mesa, Arizona TABLE OF CONTENTS Independent Auditor's Report 1 Financial Statements Balance Sheets 2 Statement of Operations and Accumulated Deficit 3 Statement of Changes in Stockholders' Equity 4 Statement of Cash Flows 5 Notes to the Financial Statements 6-8 DESERT HEALTH PRODUCTS, INC. BALANCE SHEETS December 3 1, June 30, 1998 1999 ASSETS Current Assets Cash 18,185 $ 11,143 Note Receivable 71,030 104,112 Inventory 119,297 143,443 ------------- ----------- Total Current Assets 208,512 258,698 Proper(y and Equipment Furniture and Equipment 2,862 10,830 Less: accumulated depreciation (590) (882) ------------- ----------- 2,272 9,948 OtherAssets Deferred tax benefit 31,926 39,187 Trademarks, net of amortization 104,458 105,756 Deposits - 10,000 ------------- ----------- 136,384 154,943 ------------- ----------- $ 347,168 $ 423,590 ========== ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable $ 87,802 $ 130,543 Advances 1,000 1,000 Current portion of long term debt 182,188 200,954 ------------- ----------- Total Current Liabilities 270,990 332,497 Stockholders' Equity Common stock, $.001 par value, 25,000,.000 shares authorized and 5,736,121 issued and 4,305 5,736 outstanding Subscriptions receivable - (1,000) Preferred Stock, $.001 par value, 10,000,000 shares authorized and 10,000 shares issued and 5 10 outstanding Additional paid in capital in excess of par 274,287 625,199 value Accumulated deficit (202,419) (538,852) ------------- ----------- 76,178 91,093 ------------- ----------- $ 347,168 $ 423,590 ========== ======== See accompanying notes to the financial statements DESERT HEALTH PRODUCTS, INC STATEMENT OF OPERATION AND ACCUMULATED DEFICIT Year Ended December 31, 1998 Revenue $135,359 Cost of sales (19,884) ------------------ Gross Profit 115,475 Operating Expenses 237,732 ------------------ Loss from Operations (122,257) Other income (expense) Interest expense (15,163) Interest income 1.259 Miscellaneous income 87,000 ------------------- 73,096 ------------------ Net loss before provision for income taxes (49,161) Provision for income taxes Deferred tax benefit 31,926 ------------------- Net Loss (17,235) ------------------ Beginning accumulated deficit (185,184) ------------------ Ending accumulated deficit $(202,419) ========== Earnings per common share $(0.012) ========== See accompanying notes to the financial statements DESERT HEALTH PRODUCTS, INC STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY Year Ended December 31, 1998 Common Stock Balance at the beginning of the year $ - Par value of shares issues 1998 - 4,309,900 shares at $.001 4,305 ------------- BALANCE AT END OF YEAR $ 4,305 =========== Preferred Stock Balance at the beginning of the year $ - Par value of shares issues 1998 - 4,309,900 shares at $.001 5 ------------- BALANCE AT END OF YEAR $ 5 =========== Additional Paid-In Capital Balance at the beginning of the year $ - Proceeds in excess of par value of Shares of common stack issued: 274,287 ---------- BALANCE AT END OF YEAR $ 274,287 =========== Balance at beginning of year $(185,184) Net loss for the year (17,234) ------------- BALANCE AT END OF YEAR (202,419) ------------ TOTAL STOCKHOLDERS' EQUITY $76,178 ============ See accompanying notes to the financial statements DESERT HEALTH PRODUCTS, INC. STATEMENT OF CASH FLOWS Year Ended December 31, 1998 Cash Flows from Operating Activities Cash received from customers $ 135,359 Interest 'income 1,259 Miscellaneous income 87,000 Cash paid to suppliers and employees (364,531) Interest expense (15,163) ---------- Net Cash Provided (Used) in Operating Activities (156,076) Cash Flows from Investing Activities Cash used for purchase of trademarks (47,040) Additional paid in capital in excess of par value 275,288 ---------- Net Cash Provided by Investing Activities 228,248 Cash Flows from Financing Activities Cash Provided by notes and loans Issuance of common stock 4,305 Issuance of preferred stock Payments on notes and loans (59,668) ---------- Net Cash Provided (Used) by Financing Activities (55,358) Net Increase (Decrease) in Cash and Cash Equivalents 16,814 Beginning Cash and Cash Equivalents 1,371 ---------- Ending Cash and Cash Equivalents $ $ 18,185 =========== Reconciliation of Changes in Net Operations to Net Cash Used by Operating Activities: Loss from operations $ (17,235) Adjustments to reconcile change in loss from operations to net cash provided (used) by operating activities: Depreciation 335 Amortization 2,596 (Increase) decrease in operating assets Inventory (70,003) Notes receivable (71,030) Prior period adjustment (2,640) Deferred tax benefit (31,926) Increase (decrease) in operating liabilities Accounts payable 33,827 ----------- Net Cash Provided (Used) by Operating Activities $(156,076) =========== DESERT HEALTH PRODUCTS, INC. NOTES TO FINANCIAL STATEMENTS December 31, 1998 and June 30, 1999 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of Desert Health Products, Inc. (the Company) is presented to assist in understanding the Company's financial statements. The financial statements and notes are representations of the Company's management who is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principals and have been consistently applied in the preparation of the financial statements. Nature of Operations The Company was incorporated in the state of Arizona on July 21, 1991 to develop dietary supplement products from natural plant extracts. The Company is focusing its development efforts on certain plants and plant extracts that are widely used throughout the United States and Europe to treat a variety of diseases and physical conditions. The Company identifies and quantifies the properties within plant resources that are believed to provide therapeutic or other health benefits and to produce dietary supplements. Cash and Cash Equivalents For purposes of the statement of cash flows, the company considers all short- term debt securities purchased with a maturity of three months or less to be cash equivalents. Inventories Inventories consist primarily of health food supplements and vitamin products and are stated at the lower of cost (first-in, first-out) or market value. Depreciation Depreciation is computed by using the straight-line method for financial reporting purposes and the accelerated cost recovery method for federal income tax purposes. Income Taxes Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the bases of certain assets and liabilities for financial and tax reporting. The deferred taxes represent the future tax return consequences of those differences, which will either be taxable when the assets and liabilities are recovered or settled. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclose of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. DESERT HEALTH PRODUCTS, INC. NOTES TO FINANCIAL STATEMENTS December 31, 1998 and June 30, 1999 NOTE B - PROPERTY AND EQUIPMENT Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged against operations. /renewals and betterments that materially extend the life of the assets are capitalized. Property and equipment are summarized by major classifications as follows: 1998 1999 Equipment $ 2,862 $ 10,830 Less: Accumulated Depreciation (590) (882) ----------------- ---------------- $ 2,272 $ 9,948 ================ ================= NOTE C -LONG TERM DEBT Long term notes payable at December 31, 1998 and June 30, 1999, consisted of the following: 1998 1999 Demand notes payable to various individuals bearing Interest rates of 10% to 25% secured by major assets of the company and personally guaranteed by the major shareholder of the corporation. Due and payable on demand. $ 182,188 $ 200,954 NOTE D - INCOME TAXES The Company has loss carryforwards totaling $106,647 that may be offset against future taxable income. If not used, the carryforwards will expire as follows: Year 18 $ 3,377 Year 19 86,270 Year 20 17,000 ------------- $ 106,647 ============== DESERT HEALTH PRODUCTS. INC. NOTES TO FINANCIAL STATEMENTS December 31, 1998 and June 30, 1999 NOTE D - INCOME TAXES, cont.. Deferred tax assets consist of the following: 1999 1998 Current $31,926 $39,187 NOTE E - STOCKHOLDER'S EQUITY On August 16, 1996, the number of authorized shares of common stock and preferred stock was increased to 25,000,000 and 10,000,000, respectively. At December 31, 1998 and June 30, 1999 there were 4,309,900 and 5, 000 shares issued and 5,736,121 and 10,000 respectively, of common and non-cumulative preferred stock. The par value of the stock is $.001 for December 31, 1998 and June 30, 1999. NOTE F - RELATED PARTY TRANSACTIONS The Company is affiliated with another corporation to whom they sell product, advance money for operating expenses and sublease their operating facilities on a month-to-month basis. These two companies have a common majority shareholder. For the year December 31, 1998 and the six months ended June 30, 1999, a total of $40,830 and $56,237, respectively, have been advanced to the related entity. NOTE H - GOING CONCERN As indicated in the accompanying financial statements, the Company's gross revenue is not sufficient to meet its operating expenses for the year ended December 31, 1998. Additionally, as of that date the Company's current liabilities exceeded its current assets by $62,478. Those factors create an uncertainty regarding the Company's ability to continue as a going concern. Management of the Company has developed the following plan to reduce its liabilities and increase its gross revenues as follows. A registered 504(d) public offering of $995,000 and the acquisition of Essential Support, LLC a line of dietary/nutritional supplements and vitamins for women. A stock exchange agreement was executed between the Company and Essential Support, LLC on July 1, 1999. The ability of the Company to continue as a going concern is dependent upon the aforementioned public offering. The financial statements do not include any adjustments that might be necessary were the Company unable to continue as a going concern. NOTE I - CONCENTRATIONS For the year ended December 31, 1998, a significant volume of sales were concentrated with one vendor. Of the total revenue for the year, 62% or $83,857 was received from that single source.