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 September 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
- ------------------------------------- ------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
41 Commonwealth Avenue
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)
Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days:
Yes X No ______
-------
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 November 14, 2003
------ --------------------------------
Common Stock, $.001 par value per share 10,743,476
Transitional Small Business Disclosure Format (check one):
Yes ______ No X
---------------
TABLE OF CONTENTS
-----------------
PAGE
----
PART I. Financial Information ..............................................1
Item 1. Financial Statements
Balance Sheets - September 30, 2003 and December 31, 2002 ...............1
Statements of Operations
For the Three Months Ended September 30, 2003 and 2002.............2
Statements of Operations
For the Nine Months Ended September 30, 2003 and 2002..............3
Statements of Cash Flows
For The Nine Months Ended September 30, 2003 and 2002..............4
Notes to the Financial Statements
For the Nine Months Ended June 30, 2003 and 2002 ..............5-10
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.....................................11-12
Item 3. Controls and Procedures............................................13
PART II.....................................................................14
Item 1. Legal Proceedings..................................................14
Item 2. Changes in Securities and Use of Proceeds..........................14
Item 3. Defaults Upon Senior Securities....................................14
Item 4. Submission of Matters to a Vote of Security Holders................14
Item 5. Other Information..................................................14
Item 6. Exhibits and Reports on Form 8-K...................................14
SIGNATURES..................................................................15
CERTIFICATIONS AND EXHIBITS.................................................16
PART I. FINANCIAL INFORMATION
ITEM I - FINANCIAL STATEMENTS
U.S. TELESIS HOLDINGS, INC.
BALANCE SHEETS
SEPTEMBER 30, 2003 AND DECEMBER 31, 2002
2003 *2002
(UNAUDITED) -----
-----------
Current Assets
- --------------
Cash in banks $ 29,244 $ 54,828
-------------------- ------------------
Total current assets 29,244 54,828
-------------------- ------------------
Total Assets $ 29,244 $ 54,828
==================== ==================
Liabilities and Stockholders' Equity
- ------------------------------------
Current Liabilities
- -------------------
Accrued professional fees $ 47,803 $ 10,635
-------------------- ------------------
Total current liabilities 47,803 10,635
-------------------- ------------------
Total Liabilities 47,803 10,635
==================== ==================
Commitments and Contingencies (Note 2)
Stockholders' Equity (Deficit)
- ------------------------------
Preferred stock ($.001 par value, 1,000,000 shares
authorized, none issued) 0 0
Common stock ($.001 par value, 50,000,000 shares authorized,
10,543,476 and 4,921,810 issued and outstanding as of September 30,
2003 and December 31, 2002, respectively) 10,543 4,922
Additional paid-in capital 1,643,484 1,392,780
Accumulated deficit (1,672,586) (1,353,509)
-------------------- ------------------
Total Stockholders' Equity (Deficit) (18,559) 44,193
-------------------- ------------------
Total Liabilities and Stockholders' Equity (Deficit) $ 29,244 $ 54,828
==================== ==================
* Derived from audited financial statements
The accompanying notes are an integral part of these statements
U.S. TELESIS HOLDINGS, INC.
UNAUDITED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
2003 2002
----------- ------------
Revenues:
Sales $ 0 $ 0
Interest income 0 34
----------- ------------
Net revenues 0 34
----------- ------------
Expenses:
Professional fees 199,088 0
Other general and administrative expenses 57,255 936
----------- ------------
Total expenses 256,343 936
----------- ------------
Net loss (256,343) (902)
=========== ============
Net loss per common share $ .04 $ NIL
=========== ============
Weighted average number of basic and diluted common shares
outstanding 6,439,328 4,768,533
=========== ============
The accompanying notes are an integral part of these statements
-2-
U.S. TELESIS HOLDINGS, INC.
UNAUDITED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
2003 2002
---------- ----------
Revenues:
Sales $ 0 $ 0
Interest income 6 119
---------- ----------
Net revenues 6 119
---------- ----------
Expenses:
Professional fees 249,267 0
Other general and administrative expenses 71,316 9,183
---------- ----------
Total expenses 320,583 9,183
---------- ----------
Net loss (320,577) (9,064)
========== ==========
Net loss per basic and diluted common share $ .05 $ NIL
========== ==========
Weighted average number of basic and diluted common shares
outstanding 6,439,328 4,768,533
========== ==========
The accompanying notes are an integral part of these statements
-3-
U.S. TELESIS HOLDINGS, INC.
UNAUDITED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
2003 2002
--------------- ----------------
Cash flows from operating activities:
Net loss $ (320,577) $ (9,064)
Adjustments to reconcile net loss
to cash used by operating activities
Stock issued for services 151,509 0
Stock issued for compensation 57,500 0
Increase in accrued expenses: 37,168 0
--------------- ----------------
Total adjustments 244,677 0
Net cash used by operating activities (74,400) (9,064)
--------------- ----------------
Cash flows from financing activities:
Proceeds from exercise of warrants 44,816 0
Proceeds from exercise of stock option 4,000 0
--------------- ----------------
Net cash provided by financing activities 48,816 0
--------------- ----------------
Net decrease in cash in banks (25,584) (9,064)
--------------- ----------------
Cash in banks - beginning of period 54,828 66,413
=============== ================
Cash in banks - end of period $ 29,244 $ 57,349
Supplemental Disclosure of Cash Flow Information:
Cash Paid During the Period for:
Interest expense $ 0 $ 0
=============== ================
Income taxes $ 0 $ 0
=============== ================
The accompanying notes are an integral part of these statements
-4-
U.S. TELESIS HOLDINGS, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
NOTE 1 - General and Summary of Significant Accounting Policies
------------------------------------------------------
(A) - Unaudited Interim Financial Information
---------------------------------------
The accompanying financial statements of U.S. Telesis Holdings, Inc. (the
"Company") include all adjustments (consisting only of normal recurring
accruals), which management considers necessary for a fair presentation of the
interim periods as of September 30, 2003 and its operating results and cash
flows for the nine months ended September 30, 2003 and 2002. Operating results
for the nine months ended September 30, 2003 are not necessarily indicative of
the results that may be expected for the year ending December 31, 2003. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States ("GAAP") have been omitted in accordance with the rules and
regulations of the SEC. These 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 as amended. See Note 2.
(B) - 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 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.
The Company filed a registration statement on May 29, 2003, which was amended on
Form 10-SB/A filed on July 16, 2003 to become a reporting company. The Company's
present plan is to identify and complete a merger or acquisition primarily in
consideration of the issuance of shares of the Company's capital stock 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.
-5-
U.S. TELESIS HOLDINGS, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
The Company anticipates that any securities issued in any such merger or
acquisition 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.
(C) - Net (Loss) Per Basic and Diluted Common Share
---------------------------------------------
Net (loss) per basic and diluted common share is computed on the basis of the
weighted average number of basic and diluted common shares outstanding during
the period. Only the weighted average number of shares of basic and diluted
common stock outstanding was used to compute basic and diluted loss per common
share for the nine months ended September 30, 2003 and 2002.
(D) - 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 differing methods of reporting income for tax purposes as compared
to financial reporting purposes.
(E) - 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.
-6-
U.S. TELESIS HOLDINGS, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(F) - 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.
(G) - Recent Accounting Pronouncements
--------------------------------
In May 2003, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 150, "Accounting of Certain Financial
Instruments with Characteristics of both Liabilities and Equity," (SFAS 150).
Under SFAS 150, certain financial instruments, which under previous guidance
were accounted for as equity, should be accounted for as liabilities. The
financial instruments affected include mandatory redeemable stock, certain
financial instruments that require or may require the issuer to buy back some of
its shares in exchange for cash or other assets and certain obligations that can
be settled with shares of stock. SFAS 150 is effective for all financial
instruments entered into or modified after May 31, 2003. The Company does not
anticipate an impact on its financial position by adoption of SFAS 150.
In April 2003, The Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 149, "Amendment of Statement 133
on Derivative Instruments and Hedging Activities". SFAS 149 amends and clarifies
the accounting for derivative instruments, including derivative instruments
imbedded in other contracts, and for hedging activities under SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities". SFAS 149 is
generally effective for contracts entered into or modified after June 30, 2003
and for hedging relationships designed after June 30, 2003. The Company does not
anticipate an impact on the financial position by adoption of SFAS 149.
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. The
disclosures required by SFAS 148 are included in this report.
-7-
U.S. TELESIS HOLDINGS, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
NOTE 2 - Going Concern
-------------
The Company is a shell corporation seeking a merger partner. The Company has not
conducted any operations for the last four years. The Company's continued
existence depends on a number of factors, including but not limited to, the
ability to secure adequate sources of capital and identify and fund a merger or
acquisition with a suitable Company. This still raises substantial doubt about
the Company's ability to continue as a going concern.
NOTE 3 - 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 4 - 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 September 30, 2003 the Company has net
operating loss carry forwards totaling $1,550,777 expiring at various dates
through 2017.
NOTE 5 - Industry Segment Information
----------------------------
The Company is presently not operating. Accordingly, segment information is not
applicable.
NOTE 6 - Stockholders' Equity
--------------------
(A) - Capital Structure
-----------------
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 September 30, 2003 the Company had not issued any shares of preferred
stock. By resolution, the Company designated 8,000 shares of Preferred Stock as
Series A Redeemable Convertible Preferred Stock with a stated par value of $10
per share and a redemption price of $1,300 per share plus accumulated dividends.
The shares of Series A Preferred Stock are also convertible into Common Stock
based on a formula depending on stock
-8-
U.S. TELESIS HOLDINGS, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
trading prices. No shares of Series A Redeemable Convertible Preferred Stock are
currently issued or outstanding and the Company has made no commitments to issue
any such shares.
(B) - Warrants
--------
On July 28, 2003 three warrant holders, each significant shareholders of the
Company, exercised their unit purchase warrants at $0.03 and received 558,333
shares of common stock and an additional warrant to purchase an equivalent
number of shares at $.05. The holders immediately exercised the additional
warrant and received 558,333 shares of common stock for a total of 1,116,666
shares. The fair value of the contingent warrants issued was determined to be
$1,539 using the Black-Scholes pricing model. This amount is included in
administrative expense in the accompanying statement of operations for the three
and nine months ended September 30, 2003. In addition one other warrant holder
exercised a warrant at $.03 and received 5,000 shares of common stock. Total
proceeds of $44,816 was received in connection with the exercises of all of the
warrants.
The Company has 1,133,500 warrants outstanding as of September 30, 2003,
exercisable for shares of the Company's Common Stock at a price per share equal
to $0.03. If these warrants are exercised, additional warrants for the purchase
of 1,133,500 shares of the Company's Common Stock at a price per share equal to
$0.05 will be issued. The fair value of the contingent warrants will be measured
at the date that the warrants are likely to be issued.
The Company has the right to call all outstanding warrants, which call 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.
(C) - Stock Options
-------------
The Company granted an option to purchase 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. The options vested immediately and had
an exercise price of $0.004 per share. The Company recorded compensation of
$46,000 in connection with the issuance of the options. The value of the option
was determined based on a market value of the Company's stock of $0.05 per
share. This amount is included in administrative expense in the accompanying
statement of operations for the three and nine months ended September 30, 2003.
Mr. Rigopulos exercised options to purchase all 1,000,000 shares of Common Stock
on July 30, 2003 for proceeds of $4,000.
-9-
U.S. TELESIS HOLDINGS, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(D) - Shares Issued to Consultants
----------------------------
The Company issued 3,000,000 shares of Common Stock for services rendered to
consultants pursuant to contracts dated July 28, 2003. The shares were valued at
$150,000 based on a market value of the Company's stock of $0.05 per share, this
amount is included in consulting expense in the accompanying statement of
operations for the three and nine months ended September 30, 2003. In July 2003,
the Company issued 200,000 shares of Common Stock to the secretary/director of
the Company as compensation for services rendered. The shares were valued at
$10,000 based on a market value of the Company's stock of $0.05 per share and is
included in administrative expense in the accompanying statement of operations
for the three and nine months ended September 30, 2003.
(E) - Shares Issued to Officer
------------------------
On January 8, 2003, the Company issued 300,000 shares of common stock to an
officer of the Company in lieu of salary. The shares were valued at $1,500 based
on a market value of the Company's stock of $.005 per share and is included in
administrative expense in the accompanying statement of operations for the three
and nine months ended September 30, 2003.
NOTE 7 - Subsequent Events
-----------------
In October and November 2003, six warrant holders exercised their unit purchase
warrants at $0.03 and received 135,000 shares of common stock and an additional
warrant to purchase an equivalent number of shares at $.05. The holders
immediately exercised the additional warrant and received 135,000 shares of
common stock for a total of 270,000 shares. The fair value of the contingent
warrants issued was determined to be $13,507 using the Black-Scholes pricing
model. Total proceeds of $10,800 was received in connection with the exercises
of all of the warrants.
-10-
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 operate in
the financial services area,
- our ability to identify and complete acquisitions and successfully
integrate the businesses we acquire, if any,
- changes in the real estate market, interest rates or the general
economy of the markets in which we may seek to acquire businesses,
- our ability to employ and retain qualified management and employees,
- changes in government regulations that may be applicable to our
businesses,
- general volatility of the capital markets and the maintenance of a
market for our shares,
- changes in the demand for services we may offer in the future,
- the degree and nature of our competition,
- 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.
-11-
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
- -------
U.S. Telesis Holdings, Inc. (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 $119 during the nine months ended September 30, 2003
and 2002, respectively. During the nine months ended September 30, 2003,
expenses comprised of professional fees totaling $249,267 and other general and
administrative expenses of $71,316. Expenses for the nine months ended September
30, 2002 were comprised of only other administrative expenses totaling $9,183.
This increase in professional fees is attributed mainly to the preparation and
filing of the Form 10-SB with the Securities and Exchange Commission on
September 8, 2003 and the issuances of common stock to consultants for services.
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 is a shell corporation seeking a merger partner. The Company has not
conducted any operations for the last four years. 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 and nominal operating expenses,
management believes its current cash balance of $27,377 as of November 14, 2003
may not be sufficient to satisfy its cash requirements for the next twelve
months. This raises substantial doubt about the Company's ability to continue as
a going concern. The Company's continued existence depends on a number of
factors, including but not limited to, the ability to secure adequate sources of
capital and identify and fund a merger or acquisition with a suitable Company.
However, there can be no assurance the Company will be able to continue as a
going concern.
-12-
ITEM 3. CONTROLS AND PROCEDURES.
As of September 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 and Financial Officer, of the effectiveness of the
design and operation of its disclosure controls and procedures pursuant to the
Exchange Act Rule 13a-15. Based upon that evaluation, the Company's Chief
Executive and Financial Officer concluded that effective September 30, 2003 the
Company's disclosure controls and procedures were designed to ensure that
material 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 and (ii) effective in that they provide reasonable assurance
that information required to be disclosed by the Company in the reports that it
files or submits under the Securities Exchange Act is recorded, processed,
summarized and reported within the time period specified in the Securities and
Exchange Commission's rules and forms.
-13-
PART II
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, Paul Mannion exercised his unit purchase warrants with respect
to 333,333 warrants exercised at $.03 and received 333,333 shares and an
additional warrant to purchase an equivalent number of shares at $.05 and
immediately exercised those additional warrants. On July 28, 2003, Robert B.
Prag exercised his unit purchase warrants with respect to 100,000 warrants
exercised at $.03 and received 100,000 shares and an additional warrant to
purchase an equivalent number of shares at $.05 and immediately exercised those
additional warrants. On July 28, 2003, Yale Farar exercised his unit purchase
warrants with respect to 125,000 warrants exercised at $.03 and received 125,000
shares and an additional warrant to purchase an equivalent number of shares at
$.05 and immediately exercised those additional warrants. In addition, Martin
Zalin exercised 5,000 warrants at $.03. This resulted in a total of 1,121,666
shares being issued for aggregate proceeds of $44,816.
The Company granted an option to purchase 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 options to
purchase all 1,000,000 shares of Common Stock on July 30, 2003 for aggregate
proceeds of $4,000. In connection with this exercise, 200,000 shares were issued
to a Jules Prag for no consideration.
The Company issued 3,000,000 shares of Common to consultants, who are also
significant stockholders of the company, for services rendered. Robert Prag
received 1,000,000 shares, Yale Farar received 1,000,000 and Paul Mannion
received 1,000,000 shares for no consideration
The Company used the proceeds from the foregoing issuances and exercises for
general corporate services. The foregoing shares, warrants and options were
offered and issued by the Company only to the named individuals and did not
involve public offering of securities. Except for the 3,000,000 shares issued to
consultants on July 28, 2003 and 1,000,000 options issued to an officer on July
28, 2003 all other shares and warrants 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.
-14-
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
*31 Certificate of Chief Executive/Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
*32 Certificate of Chief Executive/Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
- -----------------------
* Filed herewith.
(b) Reports on Form 8-K
None.
-15-
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: December 31, 2003 By: /s/ Nicholas Rigopulos
----------------------------------------
Name: Nicholas Rigopulos
Title: Chief Executive/Financial Officer
CERTIFICATIONS AND EXHIBITS
---------------------------
EXHIBIT DESCRIPTION
- ------- -----------
31 Certificate of Chief Executive and Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certificate of Chief Executive and Financial Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.