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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
(X) Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended June 30, 2003
-------------------------------------
( ) Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from _______________ to __________________
Commission file number _______________________________________
U.S. Telesis Holdings,Inc.
- --------------------------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 62-0201385
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
P.O. Box 415 Boston, MA 02117
----------------------- -----
(Address of Principal Executive Offices) (Zip Code)
(617) 536-2070
- --------------------------------------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
N/A
- --------------------------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Class Outstanding at September 11, 2003
----- ---------------------------------
Common Stock, $.001 par value per share 7,538,476
Transitional Small Business Disclosure Format (check one):
Yes No X
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TABLE OF CONTENTS
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PAGE
----
PART I Financial Information...............................................................................1
Item 1. Financial Statements................................................................................1
Balance Sheets--June 30, 2003 (unaudited) and December 31, 2002 (audited)................................2
Statements of Operations
For the Three Months Ended June 30, 2003 and 2002 (unaudited).......................................3
Statements of Operations
For the Six Months Ended June 30, 2003 and 2002 (unaudited).........................................4
Statement of Changes in Stockholders' Equity
For the Six Months Ended June 30, 2003 (unaudited)..................................................5
Statements of Cash Flows
For The Six Months Ended June 30, 2003 and 2002 (unaudited).........................................6
Notes to the Financial Statements
For the Six Months Ended June 30, 2003 and 2002 (unaudited).........................................7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..............12
Item 3. Quantitative and Qualitative Disclosures About Market Risk.........................................14
Item 4. Controls and Procedures............................................................................14
PART II Other Information..................................................................................15
Item 1. Legal Proceedings..................................................................................15
Item 2. Changes in Securities and Use of Proceeds..........................................................15
Item 3. Defaults Upon Senior Securities....................................................................15
Item 4. Submission of Matters to a Vote of Security Holders................................................15
Item 5. Other Information..................................................................................15
Item 6. Exhibits and Reports on Form 8-K...................................................................15
SIGNATURES.................................................................................................S-1
EXHIBIT INDEX..............................................................................................E-1
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The accompanying unaudited financial statements of U.S. Telesis Holdings,
Inc. (the "Company") includes all adjustments (consisting only of normal
recurring accruals) which management considers necessary for a fair presentation
of the Company's financial position as of June 30, 2003 and its operating
results and cash flows for the six months ended June 30, 2003 and 2002.
These unaudited financial statements should be read in conjunction with the
financial statements for the year ended December 31, 2002 included in the
Company's registration statement filed on Form 10-SB (filed on May 29, 2003), as
amended on Form 10-SB/A (filed on July 16, 2003).
U.S. TELESIS HOLDINGS, INC.
BALANCE SHEETS
June 30, 2003 December 31,
Current Assets (Unaudited) 2002 *
- -------------- ---------- ----------
Cash and cash equivalents $ 20,132 $ 54,828
---------- ----------
Total current assets 20,132 54,828
---------- ----------
Total Assets $ 20,132 $ 54,828
========== ==========
Liabilities and Stockholders' Equity
- ------------------------------------
Current Liabilities
- -------------------
Accrued expenses $ 32,974 $ 10,635
---------- ----------
Total current liabilities 32,974 10,635
---------- ----------
Total Liabilities 32,974 10,635
---------- ----------
Commitments and Contingencies (Note 2)
Stockholders' Deficit
- ---------------------
Preferred stock ($.001 par value, 1,000,000 shares
authorized, none issued) - -
Common stock ($.001 par value, 50,000,000
shares authorized, 5,221,810 issued and outstanding) 5,222 4,922
Additional paid-in capital 1,398,180 1,392,780
Accumulated deficit (1,416,244) (1,353,509)
---------- ----------
Total Stockholders' Deficit (12,842) 44,193
---------- ----------
Total Liabilities and Stockholders' Equity $ 20,132 $ 54,828
========== ==========
* Per audited financial statements
The accompanying notes are an integral part of these statements
2
U.S. TELESIS HOLDINGS, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2003 AND 2002 (UNAUDITED)
2003 2002
----------- ----------
Revenues:
Sales $ 0 $ 0
Interest income 0 40
----------- ----------
Net revenues 0 40
----------- ----------
Expenses:
Professional fees 42,679 0
Other general and administrative expenses 3,285 3,704
----------- ----------
Total expenses 45,964 3,704
----------- ----------
Net loss (45,964) (3,664)
=========== ==========
Net loss per common share - basic and diluted $( .01) $ NIL
=========== ==========
Weighted average number of common shares outstanding
- - basic and diluted 5,198,477 4,921,810
=========== ==========
The accompanying notes are an integral part of these statements
3
U.S. TELESIS HOLDINGS, INC.
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002 (UNAUDITED)
2003 2002
----------- ----------
Revenues:
Sales $ 0 $ 0
Interest income 6 85
----------- ----------
Net revenues 6 85
----------- ----------
Expenses:
Professional fees 50,179 0
Other general and administrative expenses 12,562 8,247
----------- ----------
Total expenses 62,741 8,247
----------- ----------
Net loss (62,735) (8,162)
=========== ==========
Net loss per common share - basic and diluted $( .01) $ NIL
=========== ==========
Weighted average number of common shares outstanding
- basic and diluted 5,210,208 4,921,810
=========== ==========
The accompanying notes are an integral part of these statements
4
U.S. TELESIS HOLDINGS, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2003 (UNAUDITED)
Common Stock .001 Additional Total
Par Value Paid-in Accumulated Stockholders'
Shares Amount Capital Deficit Equity
--------- ----------- ----------- ----------- -----------
Balances - January 1, 2003 4,921,810 $ 4,922 $ 1,392,780 $(1,353,509) $ 44,193
Issuance of common stock for
officer's compensation 300,000 300 5,400 5,700
Net loss for the six months
ended June 30, 2003
(62,735) (62,735)
--------- ----------- ----------- ----------- -----------
Balances - June 30, 2003 5,221,810 $ 5,222 $ 1,398,180 $(1,416,244) $ (12,842)
========= =========== =========== =========== ===========
The accompanying notes are an integral part of these statements
5
U.S. TELESIS HOLDINGS, INC.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002 (UNAUDITED)
2003 2002
-------- --------
Cash flows from operating activities:
Net loss $(62,735) $ (8,162)
-------- --------
Adjustments to reconcile net loss
to cash used by operating activities
Stock issued for services 5,700 -
Increase in accrued expenses: 22,339 -
-------- --------
Total adjustments 28,039 -
-------- --------
Net cash used by operating activities (34,696) (8,162)
-------- --------
Net decrease in cash and cash equivalents (34,696) (8,162)
Cash and cash equivalents, beginning of period 54,828 66,413
-------- --------
Cash and cash equivalents, end of period $ 20,132 $ 58,251
======== ========
Supplemental Disclosure of Cash Flow Information:
Cash Paid During the Year for:
Interest expense $ - $ -
======== ========
Income taxes $ - $ -
======== ========
The accompanying notes are an integral part of these statements
6
U.S. TELESIS HOLDINGS, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
NOTE 1 - General and Summary of Significant Accounting Policies
------------------------------------------------------
(A) - Nature of Business
------------------
U.S. Telesis Holdings, Inc. (the "Company"), formerly U.S. Telesis, Inc., was
incorporated under the laws of the state of Delaware on August 25, 1998. In a
merger agreement dated May 20, 1999, U.S. Telesis, Inc. merged with and into
Woodland Communications Group, Inc. and thereafter on June 3, 1999, Woodland
Communications Group, Inc. changed its name to U.S. Telesis Holdings, Inc.
The Company was organized to provide diverse telecommunications products and
services to the small and medium sized business community in the southeastern
United States and to develop a niche market strategy of reselling long distance
services to the electrical cooperative community. As a result of the dramatic
decline in the telecommunications industry, the Company has abandoned its
business objective to provide such telecommunications products and services.
Effective July 29, 2003, the Company reports to the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended. The Company's
present plan is to identify and complete a merger or acquisition with a private
entity whose business presents an opportunity for the Company's stockholders.
The Company's management will review and evaluate business ventures for possible
mergers or acquisitions. The Company has not yet entered into any agreement, nor
does it have any commitment or understanding to enter into or become engaged in
a transaction, as of the date of this filing.
The Company anticipates that any securities issued in any such reorganization
would be issued in reliance on exemptions from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of this transaction, the Company may agree to register such
securities either at the time the transaction is consummated, under certain
conditions, or at a specified time thereafter. The issuance of substantial
additional securities and their potential sale into any trading market may have
a depressive effect on such market.
While the actual terms of a transaction to which the Company may be a party
cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so called "tax free" reorganization under
Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code").
In order to obtain tax-free treatment under the Code, it may be necessary for
the owners of the acquired business to own 80% or more of the voting stock of
the surviving entity. In such event, the stockholders of the Company would
retain less than 20% of the issued and outstanding shares of the surviving
entity, which could result in significant dilution in the equity of such
stockholders.
7
U.S. TELESIS HOLDINGS, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
NOTE 1 - General and Summary of Significant Accounting Policies (continued)
------------------------------------------------------
(B) - Net (Loss) per Common Share
---------------------------
Net (loss) per common share is computed on the basis of the weighted average
number of common shares outstanding during the period. Only the weighted average
number of shares of common stock outstanding was used to compute basic loss per
share for the six months ended June 30, 2003 and 2002, as outstanding warrants
are anti-dilutive and are accordingly ignored.
(C) - Income Taxes
------------
The Company accounts for income taxes on the liability method, as provided by
Statement of Financial Accounting Standards 109, Accounting for Income Taxes
(SFAS 109) which requires the recognition of different tax assets and
liabilities for the future tax consequences of temporary differences between the
financial statement and tax basis carrying amounts of assets and liabilities.
There were no deferred income taxes for the six months ended June 30, 2003 and
2002.
(D) - Use of Estimates
----------------
In preparing financial statements in conformity with accounting principles
generally accepted in the United States of America, management is required to
make estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those estimates.
(E) - Statements of Cash Flows
------------------------
For the purposes of the statements of cash flows, the Company considers all
highly liquid debt instruments with a maturity of three months or less when
purchased to be cash equivalents.
(F) - Recent Accounting Pronouncements
--------------------------------
In April 2002, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 145, "Rescission on FASB 4, 44
and 64, Amendment of FASB Statement No. 13 and Technical Corrections" (SFAS
145). Under SFAS 145, gains and losses related to the extinguishment of debt
should no longer be segregated on the income statement from continuing
operations. The provisions of SFAS 145 are effective for fiscal years beginning
after May 15, 2002 with early adoption encouraged. The adoption of this standard
is not expected to have a material effect on the Company.
8
U.S. TELESIS HOLDINGS, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
NOTE 1 - General and Summary of Significant Accounting Policies (continued)
------------------------------------------------------
In June 2002, the FASB issued Statement of Financial Accounting Standard 146,
"Accounting for Costs Associated with Exit or Disposal Activities" (SFAS 146).
SFAS 146 addresses financial accounting and reporting for costs associated with
exit or disposal activities and nullifies Emerging Issues Task Force Issue No.
94-3, "Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." SFAS 146 is effective for exit or disposal activities initiated
on or after December 31, 2002. The effects of adopting this standard on the
Company's financial statements are not expected to be material.
In December 2002, the FASB issued Statement of Financial Accounting Standard
148, "Accounting for Stock-Based Compensation - Transition and Disclosure" (SFAS
148). SFAS 148 provides alternative methods of transition for a voluntary change
to the fair value based method of accounting for stock-based employee
compensation. In addition, SFAS 148 amends the disclosure requirements of
Statement of Financial Accounting Standard 123, "Accounting for Stock-Based
Compensation" (SFAS 123), to require prominent disclosures in both annual and
interim financial statements about the method of accounting for stock-based
employee compensation and the effect of the method used on reported results. In
accordance with SFAS 148, the Company will account for stock-based compensation
using the methods allowable under Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" (APB 25).
NOTE 2 - Concentration of Credit Risk - Cash and Cash Equivalents
--------------------------------------------------------
The Company maintains its cash balances at financial institutions located in
Tennessee and Massachusetts. In the future the balance may exceed federally
insured limits of $100,000. The Company has not experienced any losses in such
accounts and believes it is not exposed to any significant credit risk on cash
on deposit. The fair market value of these financial instruments approximate
cost.
NOTE 3 - Income Taxes
------------
No income taxes were provided since the Company incurred losses from its
inception. Due to the uncertainty of future taxable income, no future tax
benefits have been recognized. As of June 30, 2003 the Company has net operating
loss carry forwards totaling $1,416,244 which will expire at various times
through 2023.
NOTE 4 - Industry Segment Information
----------------------------
The Company is presently not operating. Accordingly, segment information is not
applicable.
9
U.S. TELESIS HOLDINGS, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
NOTE 5 - Stockholders' Equity / Subsequent Events
----------------------------------------
During the six months ended June 30, 2003, the Company issued 300,000 shares of
common stock to an officer of the Company valued at $5,700 in lieu of salary.
There were no shares of common stock issued during the six months ended June 30,
2002.
The Company is authorized to issue 51,000,000 shares of $.001 par value stock,
of which 50,000,000 shares with a par value of $.001 is designated for Common
Shares. The Company's certificate of incorporation authorizes a series of
1,000,000 shares of preferred stock with a par value of $.001 and with such
rights, privileges and preferences as the board of directors may determine.
Through June 30, 2003 the Company had not issued any shares of preferred stock.
By resolution, the Company segregated 8,000 of these shares as series A
redeemable convertible preferred stock with a stated value of $10 per share. The
redemption price is $1,300 per share plus accumulated dividends. The shares are
also convertible into common stock based on a formula depending on stock trading
prices.
The Company has 1,694,333 warrants outstanding as of June 30, 2003 and 2002,
which upon exercise at a price per share equal to $0.03 would result in the
issuance of 1,694,333 shares of the Company's common stock and 1,694,333
additional warrants exercisable at a price per share equal to $0.05. If
exercised, the warrants exercisable at $0.05 would result in the issuance of an
additional 1,694,333 shares of the Company's common stock.
The Company has the right to call the warrants, which can be exercised at a
price per share equal to $0.03 if the average stock price of the Company is
traded at a 20% premium in relation to the exercise price for 20 consecutive
trading days.
As of June 30, 2003 and 2002, there were stock options outstanding for the
purchase of 1,000,000 shares of common stock.
On July 28, 2003, the Company issued an aggregate of 1,116,666 shares of its
common stock upon the exercise of warrants dated December 29, 2000 to three
individuals. Total proceeds from the exercise of these warrants amounted to
$44,667.
10
U.S. TELESIS HOLDINGS, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
NOTE 5 - Stockholders' Equity / Subsequent Events (continued)
----------------------------------------
The Company issued 1,000,000 shares of its common stock to Nick Rigopulos
pursuant to a stock option agreement dated as of July 30, 2003 between the
Company and Nick Rigopulos. Mr. Rigopulos exercised those options for a total of
$4,000. In July, 2003, the Company issued 200,000 shares of its common stock to
the secretary/director of the Company valued at $1,000 in lieu of compensation.
In addition, the Company is obligated to issue during the quarter ending
September 30, 2003, an aggregate of 3,000,000 shares of its common stock to
certain consultants to the Company issuable for services rendered pursuant to
the valid completion of separate consulting agreements dated as of July 28,
2003. These transactions will result in a charge to operations of $15,000 in the
quarter ending September 30, 2003.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Special Note Regarding Forward-Looking Information
- --------------------------------------------------
Certain information contained in this report may include "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, and is subject to the safe harbor created by that Act. We caution
readers that certain important factors may affect our actual results and could
cause such results to differ materially from any forward-looking statements
which may be deemed to have been made in this report or which are otherwise made
by or on behalf of us. For this purpose, any statements contained in this report
that are not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the generality of the foregoing words such as
"may", "will", "expect", "believe", "explore", "consider", "anticipate",
"intend", "could", "estimate", "annualized", "plan", or "continue" or the
negative variations of those words or comparable terminology are intended to
identify forward-looking statements. Factors that may affect our results
include, but are not limited to the risks and uncertainties associated with,
- our ability to raise capital necessary to sustain our operations and
to implement our business plan,
- our ability to obtain regulatory permits and approvals to continue
operating in the financial services area,
- our ability to identify and complete acquisitions and successfully
integrate the businesses we acquire, if any,
- our ability to employ and retain qualified management and employees,
- changes in government regulations that are applicable to our
businesses.
- general volatility of the capital markets and the maintenance of a
market for our shares,
- our ability to generate sufficient cash to pay our creditors, and
- disruption in the economy and financial conditions primarily from the
impact of past terrorist attacks in the United States, threats of
future attacks, police and military activities overseas and other
disruptive worldwide political events.
12
We are also subject to other risks detailed from time to time in our Securities
and Exchange Commission filings. Any one or more of these uncertainties, risks
and other influences could materially affect our results of operations and
whether forward-looking statements made by us ultimately prove to be accurate.
Our actual results, performance and achievements could differ materially from
those expressed or implied in these forward-looking statements. We undertake no
obligation to publicly update or revise any forward-looking statements, whether
from new information, future events or otherwise.
General
- -------
The Company has not had revenues from operations in each of the last two fiscal
years. The sole revenue of the Company during the last two fiscal years was
derived exclusively from interest income. Interest income amounted to $6 and $85
during the six months ended June 30, 2003 and 2002, respectively. During the six
months ended June 30, 2003, expenses were comprised of professional fees
totaling $50,179 and other general and administrative expenses of $12,562.
Expenses for the six months ended June 30, 2002 were comprised of only other
administrative expenses totaling $8,247. This increase in professional fees is
attributed mainly to the preparation and filing of the Form 10-SB (filed on May
29, 2003), as amended on Form 10-SB/A (filed on July 16, 2003), with the
Securities and Exchange Commission.
Effective July 29, 2003 the Company reports to the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The Company intends to identify and complete a merger or acquisition with
a private entity whose business presents an opportunity for the Company's
stockholders. The Company's management will review and evaluate business
ventures for possible mergers or acquisitions. The Company's management will
analyze the quality of the prospective business opportunity's management and
personnel, asset base, the anticipated acceptability of business' products or
marketing concepts, the merit of a business plan, and numerous other factors.
The Company's principal goals will be to create and maximize value for our
stockholders.
The Company has 1,694,333 warrants outstanding as of June 30, 2003 and 2002,
which upon exercise at a price per share equal to $0.03 would result in the
issuance of 1,694,333 shares of the Company's common stock and 1,694,333
additional warrants exercisable at a price per share equal to $0.05. If
exercised, the warrants exercisable at $0.05 would result in the issuance of an
additional 1,694,333 shares of the Company's common stock.
The Company has the right to call the warrants which can be exercised at a price
per share equal to $0.03 if the average stock price of the Company is traded at
a 20% premium in relation to the exercise price for 20 consecutive trading days.
On July 28, 2003, three holders of warrants exercised those warrants, dated
December 29, 2000 for an aggregate exercise price of $44,667. Pursuant to a
stock option agreement dated as of July 30, 2003 between the Company and
Nicholas Rigopulos, Mr. Rigopulos exercised options for a total of $4,000. In
July, 2003, the Company issued 200,000 shares of Common Stock to the
secretary/director of the Company valued at $1,000 in lieu of compensation. In
addition, the Company is obligated to issue during the quarter ending September
30, 2003, an aggregate of 3,000,000 shares of its common stock to certain
consultants to the Company issuable for services rendered pursuant to the valid
completion of separate consulting agreements dated as of July 28, 2003. These
transactions will result in a charge to operations of $15,000 in the quarter
ending September 30, 2003.
13
Since the Company's business plan is to identify and complete a merger or
acquisition with a private entity and the Company currently has no operations or
operating expenses, management believes its current cash balance of $31,355.01
as of September 11, 2003 is sufficient to satisfy its cash requirements for the
next twelve months.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company has assessed its vulnerability to certain market risks, in
particular interest rate risk associated with financial instruments included in
cash and cash equivalents. Even with a low interest rate of return earned on
checking accounts, the market does not pose a material risk to the Company's
cash requirements in the near term.
ITEM 4. CONTROLS AND PROCEDURES.
As of June 30, 2003, the Company carried out an evaluation, under the
supervision and with the participation of the Company's management, including
the Company's Chief Executive Officer, acting as the principal executive officer
and the principal financial officer, of the effectiveness of the design and
operation of its disclosure controls and procedures pursuant to the Exchange Act
Rule 13a-14. Based upon that evaluation, the Company's Chief Executive Officer
concluded that the Company's disclosure controls and procedures that are
designed to ensure that information required to be disclosed in Company reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms.
14
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There is no pending or threatened litigation or other legal proceedings,
material or otherwise, nor any claims or assessments with respect to the Company
at the present time.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
On July 28, 2003, the Company issued an aggregate of 1,116,666 shares of its
common stock upon the exercise of warrants dated December 29, 2000 to three
individuals. Total proceeds from the exercise of these warrants amounted to
$44,667.
Further, the Company issued 1,000,000 shares of its common stock to Nicholas
Rigopulos pursuant to a stock option agreement dated as of July 30, 2003 for an
aggregate exercise price of $4,000. In addition, the Company is obligated to
issue during the quarter ending September 30, 2003, an aggregate of 3,000,000
shares of its common stock to certain consultants to the Company issuable for
services rendered pursuant to the valid completion of separate consulting
agreements dated as of July 28, 2003. These transactions will result in a charge
to operations of $15,000 in the quarter ending September 30, 2003.
The Company used the proceeds from the foregoing issuances for general corporate
purposes. The foregoing shares issued by the Company did not involve any public
offering. Therefore, the shares were issued in exempt transactions pursuant to
Section 4(2) of the Securities Act of 1933, as amended.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
3(i) Certificate of Incorporation, as Amended of the Company(1)
3(ii) By-Laws of the Company(1)
15
*31 Certificate of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
*32 Certificate of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
_______________________
(1) Incorporated by reference is the Company's Registration Statement on Form
10-SB (File No. 000-50299) (filed on May 29, 2003), as amended on Form
10-SB/A (filed on July 16, 2003).
* Filed herewith.
(b) Reports on Form 8-K
None.
16
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
U.S. Telesis Holdings, Inc.
Date: September 11, 2003 By: /s/ Nicholas Rigopulos
--------------------------------------------
Name: Nicholas Rigopulos
Title: Chief Executive Officer
S-1
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
31 Certificate of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
32 Certificate of Chief Executive Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
E-1