U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2002
------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ______
Commission file number: 000-30405
Universal Communication Systems, Inc.
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(Exact name of small business issuer as specified in its charter)
Nevada 4812 860887822
---------------------- ---------------------------- --------------
(State or jurisdiction (Primary Standard Industrial (IRS Employer
of incorporation Classification No.) Identification
or organization) Code No.)
407 Lincoln Rd, Suite 6K
Miami Beach, FL 33139
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(Address of principal executive offices)
(305) 672-6344
(Issuer's telephone number)
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 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 as of August 12, 2002
----- ----------------------------------
Common Stock, $.001 par value 343,496,981
Transitional Small Business Disclosure Format: Yes [ ] No [X]
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Page
- ----
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheet - September 30, 2001 and
June 30, 2002 3
Consolidated Statement of Operations for the three months
and nine months Ended June 30, 2002 and 2001 4
Consolidated Statement of Cash Flows for the three months
and nine months Ended June 30, 2002 and 2001 5
Notes to the Consolidated Financial Statements
June 30, 2002 6
Item 2. Management's Discussion and Analysis or Plan
of Operations 8
PART II OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 6. Exhibits and Reports on Form 8-K 13
Item 7. Signatures 14
2
Part I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Universal Communication Systems, Inc. &
Subsidiaries
Condensed Consolidated Balance Sheets
June 30, September 30,
2002 2001
---- ----
(unaudited) (see note 1)
----------- ------------
Assets
Current Assets:
Cash & cash equivalents $ 519 $ 4,082
Other current assets - 48,991
-------------------- ---------------------
Total Current Assets 519 53,073
-------------------- ---------------------
Deposit in acquisition, net of impairment - 197,506
-------------------- ---------------------
Advances to acquisition targets 125,149 -
-------------------- ---------------------
Fixed Assets:
Equipment 52,971 300,670
Furniture and fixtures 20,580 20,580
Less: Accumulated depreciation & amortization (30,145) (99,779)
-------------------- ---------------------
Total Fixed Assets 43,406 221,471
-------------------- ---------------------
Investment in unconsolidated subsidiaries, net
of impairment - -
Other assets 11,250 6,650
-------------------- ---------------------
Total Assets $ 180,324 $ 478,700
==================== =====================
Liabilities and Stockholders' Deficit
Current Liabilities:
Accounts payable, trade $ 2,023,200 $ 840,520
Accrued expenses 195,386 1,124,751
Due to related party 40,664 -
-------------------- ---------------------
Total Current Liabilities 2,259,250 1,965,271
Convertible debentures 7,218,722 7,077,104
-------------------- ---------------------
Total Liabilities 9,477,972 9,042,375
-------------------- ---------------------
Commitments and Contingencies - -
Stockholders' Deficit:
Committed common stock not issued 7,265 -
Common Stock held in escrow (25,000) -
Common stock, par value $.001 per share,
800,000,000 shares authorized, 323,996,981 issued
and outstanding 323,997 137,993
Additional paid-in capital 20,124,578 19,576,098
Accumulated deficit (29,609,454) (28,158,732)
Accumulated other comprehensive loss (119,034) (119,034)
-------------------- ---------------------
Total Stockholders' Deficit (9,297,648) (8,563,675)
-------------------- ---------------------
Total Liabilities and Stockholders' Deficit $ 180,324 $ 478,700
==================== =====================
See notes to condensed consolidated financial statements.
3
Universal Communication Systems, Inc. &
Subsidiaries
Condensed Consolidated Statements of Operations
UNAUDITED
Three Months Ended June 30, Nine Months Ended June 30,
---------------------------- --------------------------
2002 2001 2002 2001
---------- -------- ---------- ---------
Revenue $ - $ 155,347 $ - $ 556,801
Cost of goods sold - 43,008 - 313,801
---------- --------- --------- ---------
Gross profit - 112,339 - 243,000
Operating expenses 501,060 1,078,030 870,194 4,867,169
Write down of Inventory and Equipment - - 205,181 -
Impairment loss on deposits - - 197,506 -
Recovery of deposits (68,800) - (68,800) -
---------- --------- --------- ---------
Operating (loss) (432,260) ( 965,691) (1,204,081) (4,624,169)
Interest (expense) (83,491) (63,641) (246,641) (141,654)
---------- --------- --------- ---------
Net loss $ (515,751) $(1,029,332) $(1,450,722) $(4,765,823)
========== ========= ========= =========
Basic and diluted loss per
share $ (0.002) $ (0.01) $ (0.008) $ (0.04)
========== ========= ========= =========
Number of shares used in
computing basic and diluted
loss per share 264,104,271 118,658,025 182,098,740 118,658,025
=========== =========== =========== ===========
See notes to condensed consolidated financial statements.
4
Universal Communication Systems, Inc. &
Subsidiaries
Condensed Consolidated Statement of Cash Flows
UNAUDITED
For the For the
Nine Months Nine Months
Ended Ended
June 30, June 30,
2002 2001
------------------ -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (1,450,722) $ (4,765,823)
Adjustments to reconcile net loss from operations
to net cash used by operating activities:
Other comprehensive (loss) - (10,850)
Common stock issued for services 320,810 106,250
Depreciation and amortization expense 21,876 228,525
Interest payable added to principal of
debentures 207,048 196,036
Loss on write down of assets 156,189 -
Impairment loss 197,506 -
Changes in operating assets and liabilities:
(Increase) decrease in prepaid and other 48,991 (768,598)
Decrease in accounts receivable - 306,977
Increase (decrease) in accounts payable and
accrued expenses 253,315 (112,743)
Increase in due to related party 40,664 -
------------------ -----------------
Net Cash (Used) by Operating Activities (204,323) (3,283,030)
------------------ -----------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of fixed assets - (1,349,726)
Increase in advances to acquisition targets (112,711) -
Increase in other assets - deposits (4,600) (1,693,914)
------------------ -----------------
Net Cash (Used) by Investing Activities (117,311) (3,043,640)
------------------ -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of senior secured
convertible debentures, net 218,070 993,349
Proceeds from the sale and leaseback of assets - 1,999,014
Sale of common stock 100,000 456,741
Other 1 -
------------------ -----------------
Net Cash Provided by Financing Activities 318,071 3,449,104
------------------ -----------------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS (3,563) (2,877,566)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 4,082 3,111,150
------------------ -----------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 519 $233,584
================== =================
SUPPLEMENTAL DISCLOSURES OF CASH:
Interest paid $ - $ -
Income taxes paid $ - $ -
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Interest accrued on debentures, added to
the principal of the debentures $207,048 $196,036
Debentures converted to capital stock $283,500 $939,022
See notes to condensed consolidated financial statements.
5
UNIVERSAL COMMUNICATION SYSTEMS, INC. & SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - General and Summary of Business and Significant Accounting
Policies.
Basis of Presentation
The accompanying unaudited condensed financial statements
have been prepared in accordance with U.S. generally accepted
accounting principles for interim financial information and
with instructions to Form 10-QSB and Regulation S-B.
Accordingly, they do not include all of the information and
footnotes required by U.S. generally accepted accounting
principles for complete consolidated financial statements
included in this Form 10-QSB. The results of operations for
any interim period are not necessarily indicative of results
for the full year. These statements should be read in
conjunction with the audited financial statements and
accompanying notes for the year ended September 30, 2001.
The balance sheet at September 30, 2001 has been derived from
audited financial statements, but does not include all of the
information and footnotes required by U.S. generally accepted
accounting principles for complete financial statements.
Organization
The consolidated financial statements presented are those of
Universal Communication Systems, Inc., (the Company) and its
subsidiaries, Infotel Argentina, S.A. and Digital Way S.A.
The Company is engaged in activities related to advanced
wireless communications, and acquisition of telecommunication
related businesses.
Consolidated Financial Statements
The accounts of the Company and its consolidated subsidiaries
are included in the consolidated financial statements after
elimination of significant intercompany accounts and
transactions. The consolidated subsidiaries, Infotel Argentina
of Argentina and Digital Way S.A. of Peru, are included in the
results for the quarter ended June 30, 2001 only (see note 3).
NOTE 2 - BASIC AND DILUTED NET LOSS PER SHARE CALCULATION
Loss per common share is calculated in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 128,
"Earnings per Share." Basic loss per share is computed by
dividing the loss available to common shareholders by the
weighted-average number of common shares outstanding.
Diluted loss per share is computed similar to basic
loss per share, except that the denominator is increased to
include the number of additional common shares that would have
been outstanding if the potential common shares had been
issued and if the additional common shares were dilutive.
For the three and nine months ended June 30, 2002 and
2001, common stock equivalents have been excluded from the
aforementioned computations as their effect would be
anti-dilutive.
6
NOTE 3 - OPERATING RESULTS BY COMPANY AND CONSOLIDATED FOR THE QUARTER
ENDED JUNE 30, 2002
During the fiscal year ended September 30, 2001, the
Company had lost management control of its two subsidiaries,
Infotel Argentina S.A. and Digital Way S.A. of Peru. Because
of the situation, the Company recognized an impairment of
the Company's remaining investments in those two
subsidiaries, in the amount of $5,555,254 at September
30, 2001. Although the Company has reached an agreement with
Digital Way S. A., it has not been able to regain management
control of either subsidiary at June 30, 2002, and therefor,
is unable to include the activities of the subsidiaries in
the results for the nine months ended June 30, 2002.
NOTE 4 - FINANCIAL CONDITION AND LIQUIDITY
The Company's financial statements are prepared using
U.S. generally accepted accounting principles applicable to
a going concern which contemplates the realization of assets
and liquidation of liabilities in the normal course of
business. The Company has experienced losses since
inception, and had an accumulated deficit of $29,609,454 at
June 30, 2002. Net losses are expected for the foreseeable
future. Management is considering alternatives to its
business strategy, including modifications of its business
plan and possible sale or licensing of certain assets.
Simultaneously, the Company is evaluating whether to
secure additional capital through sales of common stock
through the current operating cycle. There is no assurance
that management will be successful in its efforts.
NOTE 5 - ADVANCES TO ACQUISITION TARGETS
On November 1, 2001, the Company signed a non-binding
letter of intent to acquire the Hard Disc Cafe, Inc. On April
8, 2002, the shareholders of Hard Disc Cafe, Inc. agreed to a
stock exchange agreement. In connection with this acquisition,
the Company has advanced the Hard Disc Cafe, Inc. $125,149.
NOTE 6 - DUE TO RELATED PARTY
The Chairman of the Company has advanced $40,664 to the
Company at June 30, 2002.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Except for historical information contained herein, the statements in this
report (including without limitation, statements indicating that the Company
"expects," "estimates," anticipates," or "believes" and all other statements
concerning future financial results, product offerings, proposed acquisitions or
combinations or other events that have not yet occurred) are forward-looking
statements that are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, Section 21E of the
Securities Exchange Act of 1934, as amended, and Section 27A of the
Securities Act of 1933, as amended. Forward-looking statements involve known
and unknown factors, risks and uncertainties, which are discussed below and
in the Company's other filings with the Securities and Exchange Commission,
and which may cause the Company's actual results in future periods to differ
materially from forecasted results. Forward looking statements are all
based on current expectations, and the Company assumes no obligation
to update this information.
RISK FACTORS
We will require additional capital in the short term to remain a
going concern.
We will require substantial short term outside investment on a
continuing basis to finance our current operations and any limited capital
expenditures identified to protect existing investments. Our revenues
for the foreseeable future may not be sufficient to attain
profitability. Since inception, we have generated little revenue and
have incurred substantial expenditures. We expect to continue to experience
losses from operations while we reorganize our wireless Internet service
system and possibly develop other technologies or activities. In view
of this fact, our auditors have stated in their report for the period
ended September 30, 2001 that our ability to meet our future financing
requirements, and the success of our future operations, cannot
be determined at this time. In order to finance our working capital
requirements we are negotiating equity investments, but there can be no
assurance that we will obtain the required capital or that it will be
obtained on terms favorable to us. If we do not obtain short term financing
we may not be able to continue as a viable concern. We do not have a bank
line of credit and there can be no assurance that any required or desired
financing will be available through bank borrowings, debt, or equity
offerings, or otherwise, on acceptable terms, if at all. If future financing
requirements are satisfied through the issuance of equity securities,
investors may experience significant dilution in the net book value per share
of common stock.
We are subject to substantial governmental regulations that could
adversely affect our business.
BUSINESS AND ORGANIZATION
Universal Communication Systems, Inc., and its subsidiaries,
Infotel Argentina S.A. and Digital Way S.A. (collectively the
"Company", "us" or "we"), have been engaged in activities related to
advanced wireless communications, including the acquisition of radio-
frequency spectrum internationally. We also own a U. S. patent on our
Distributed Wireless Call Processing System technology. Following the
change in management, as noted below, we continue to evaluate the
advanced wireless comunications business for further development and
opportunities. Additionally, we are also focused on acquisition and
expansion of themed internet cafes in selected high traffic markets
and the sale of prepaid stored money cards.
8
PROPOSED ACQUISITIONS
On November 1, 2001, we signed a non-binding letter of intent
to acquire Hard Disc Cafe, Inc., a privately held Florida corporation
which intends to develop and license themed internet cafes. Terms call
for the Company to pay $1,000,000 in cash and 25 million shares of
common stock for a total stated value of $1,250,000. On June 12, 2002,
we announced the signing of a letter of intent to acquire Card
Universal Corporation, a privately held development stage Florida
corporation which intends to provide and market prepaid stored money
cards. These acquisitions are subject to the signing of definitive
agreements, and to the availability of appropriate financing.
OUTLOOK
On November 1, 2001, Michael J. Zwebner became our Chief
Executive Officer and Chairman of the Board of Directors. Along with
his appointment, we announced that Alexander Walker Jr. was appointed
to the Board of Directors and as Secretary to the corporation and
Curtis Orgill was appointed to the Board of Directors and as the
Company's Chief Financial Officer. In the near term, new management
anticipates restructuring our obligations, disposing of non-productive
assets, re-aligning corporate resources into income and profit
producing activities and completing acquisitions to give us net
revenue growth. Management believes that with the proper restructuring
and targeted growth by acquisition, we will recover from our current
financial condition and provide growth and value to our shareholders.
As previously reported, our partners in Argentina have
closed the offices. In Peru, we have been advised by our partners that
we have defaulted under the purchase agreement for our operating
subsidiary, and they have withheld information and access to the
activities of the subsidiary. However, on May 10, 2002, an agreement
was reached with the individuals in Peru with respect to Digital Way
S.A. Under the terms of the agreement, we relinquished 73% of our
holdings in the subsidiary, but retained the right to the proceeds of
any distributions or sale of 50% on the first $6,400,000. Proceeds or
distributions in excess of that amount will be divided on the basis of
shareholdings. All parties agreed to cancel any claims against each
other and to cooperate with each other in the promotion of the
subsidiary's business. Although an agreement has been signed with
Digital Way S. A., we have not received information on the
subsidiary's activities for the current reporting period. We recorded
an impairment loss for both investments, in the fiscal year ended
September 30, 2001, resulting from our loss of control of those
subsidiaries and investments. We continue to pursue recovery of these
assets and are attempting to negotiate an equitable settlement on
related obligations of these entities.
On April 8, 2002, an agreement was signed finalizing the
terms of the acquisition of Hard Disc Cafe, Inc. The Agreement calls
for the shareholders of Hard Disc Cafe, Inc. to surrender their stock
in exchange for three year interest bearing notes totaling about $1
million and 25 million restricted shares of the Company's common
stock.
In March, 2002, with respect to $852,006 of vendor trade
payables, we negotiated either a substantial reduction of amounts owed
or more favorable long term payment plans. We offered three plans: 1)
ninety percent reduction in the amount owed with payment in one
installment within ninety days of agreement, or 2) seventy percent
reduction in the amount owed with payment in six installments
commencing twelve months after agreement, or 3) fifty percent
reduction in the amount owed with payment in common stock to be
registered or tradeable within 180 days from the date of agreement. As
of June 30, 2002, none of the creditors who had accepted the payment
plans has been paid. We have not recorded any gain from forgiven
vendor payables until such time that adequate resources are available
to honor the agreements.
There are no material commitments for capital expenditures.
On January 25, 2002, we entered into a lease for 1,400 square feet of
office space at 407 Lincoln Road, Miami Beach, Florida. The lease is
for a thirty six month period commencing February 1, 2002, and
represents a total obligation of $108,600. Under the terms of the
lease, we may cancel after the first year by giving the landlord
ninety days notice.
9
SUBSEQUENT EVENTS
On August 9, 2002, the Hard Disc Cafe, Inc., vacated the premises
at 1542 Washington Ave, Miami Beach, Florida. The Hard Disc Cafe, Inc.
is in the process of securing a new retail location on Miami Beach
which will better serve its target market.
On August 11, 2002, an offer in full and final settlement was
made to Mr. Howard Hager and to the Trustees of World Services
International (in bankruptcy), with respect to the acquisition of
World Services International, a Puerto Rico corporation. The offer is
still in negotiation and it is anticipated will be finalized during
the fourth quarter of this fiscal year.
RESULTS OF OPERATIONS
Three Months and Nine Months Ended June 30, 2002 Compared to the Three
Months and Nine Months Ended June 30, 2001.
We had limited operational activity during the three month and
nine month periods ended June 30, 2002. Therefore, we believe that any
comparisons of the results of operations for the respective periods
have very limited value for evaluating trends and/or as a basis for
predicting future results.
There were no revenues or cost of sales for the three months
and nine months ended June 30, 2002 compared to $155,347 of revenues
and $43,008 of cost of sales for the three months ended June 30, 2001,
and $556,801 of revenues and $313,801 of cost of sales for the nine
months ended June 30, 2001. All revenues in the prior year periods
were derived from the sale of telephone system integration and
engineering in our Argentine subsidiary and through the initiation of
internet service in our Peruvian subsidiary. As previously noted, our
partners in those subsidiaries have withheld information for the
current reporting periods.
Operating expenses for the three months and nine months ended
June 30, 2002 amounted to $501,060 and $870,194, respectively,
compared to $1,078,030 and $4,867,169 for the three months and nine
months ended June 30, 2001. For the current reporting period, these
expenses were primarily consultants, professional fees and rents, and
write down of assets and impairment losses totaling $402,687. During
the current period, we recovered $68,800 of deposits previously
reserved as an impairment loss. For the prior year periods, the
expenses were primarily generated by our foreign subsidiaries and from
the increased parent company costs in expanding the business and
managing the foreign subsidiaries.
Net losses for the three months ended June 30, 2002 were
$515,751, as
compared with $1,029,332 for the three months ended June 30, 2001. Net
losses for the nine months ended June 30, 2002 were $1,450,722, as
compared with $4,765,823 for the nine months ended June 30, 2001.
LIQUIDITY AND CAPITAL RESOURCES
On June 30, 2002, we had cash and cash equivalents of $519
compared with $4,082 as of September 30, 2001. During the nine months
ended June 30, 2002, $218,070 was received from the sale of 8% senior
secured convertible debentures and $100,000 was received from the sale
of common stock. These funds were used to pay the cash operating
expenses for the nine month period ended June 30, 2002.
While management restructures the Company, current operating cash
is being provided by loans and the sale of common stock. The working
capital deficit at June 30, 2002 amounted to $2,134,101. Management is
attempting to reduce this deficit through arrangements with creditors.
Although we have made some arrangements, if we do not make
satisfactory arrangements with all of the creditors and obtain
sufficient funding to satisfy those arrangements or obtain short term
financing, we may not be able to continue as a viable concern. We do
not have a bank line of credit and there can be no assurance that any
10
required or desired financing will be available through bank
borrowings, debt, or equity offerings, or otherwise, on acceptable
terms, if at all. If future financing requirements are satisfied
through the issuance of equity securities, investors may experience
significant dilution in the net book value per share of common stock.
11
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On July 20, 2001, World Services International, Inc. ("WSI"), a
Puerto Rican corporation, and its principal officer and shareholder
Howard Hager, filed suit against the Company in the U.S. District
Court in Puerto Rico for breach of contract and damages in the amount
of $4,675,000. The claims arise out of an alleged agreement on the
part of the Company to acquire WSI and provide it with substantial
financing. On November 2, 2001, the court granted a default judgement
subject to the plaintiffs filing a motion for judgement with certain
supporting documentation by November 15, 2001. Such filing was not
done. In an effort to mitigate the expense of and management's
attention to a legal conflict in the court system, an offer in full
and final settlement was made to Mr. Howard Hager and to the Trustees
of World Services International (in bankruptcy). We anticipate a
resolution in the near future.
ITEM 2. DEFAULTS ON SENIOR SECURITIES
On January 14, 2001, we entered into a Loan Agreement with our
systems integrator, Andrew Corporation, to repay costs incurred in
purchasing their services and equipment. Under the Loan Agreement, we
agreed to pay the company an initial payment of $100,000 and then an
additional $100,000 each month until the loan is repaid. We are
currently in default under this obligation. The amount payable each
month is subject to an increase if we receive additional financing. In
addition, we issued the company a warrant to purchase no less than
200,000 shares and no greater than 500,000 shares of common stock. The
warrants are exercisable until January 24, 2005 at an exercise price
of $0.23 per share. The warrants were issued in lieu of interest. We
are required to register the shares underlying the warrants. Further,
on July 23, 2001, we entered into an agreement with Andrew Corporation
to resolve all our remaining indebtedness, including the monthly
obligations above, to Andrew. This agreement requires the return of
all equipment previously shipped to Argentina, most of which has been
held in the duty free zone in La Plata, Argentina. This agreement does
not require the return of any equipment shipped by Andrew to Peru. We
have not been able to release the equipment from the authorities in
Argentina and we believe it may no longer be located there. We have
made several settlement offers to Andrews Corporation as an
alternative to prior agreements, but have not reached a definitive
agreement in this matter. We anticipate a resolution of this matter
during the fourth quarter of this fiscal year
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company's annual meeting of stockholders was held on May 21,
2002.
The directors elected at the meeting were:
For Withheld
------------ ------------
Curtis A. Orgil 220,319,870 517,340
Ramsey Sweis 220,319,870 517,340
Alexander H. Walker, Jr. 220,319,870 268,103
Michael J. Zwebner 220,319,870 655,034
Approval of the amendment to the Articles of Incorporation
increasing the number of shares of common stock authorized for
issuance from 300,000,000 shares of common stock to 800,000,000 shares
of common stock:
For Against Withheld
------------ -------------- ------------
214,716,200 5,803,789 462,126
Approval of the amendment to the Company's Articles of
Incorporation to give the Board of Directors the authority to effect a
reverse split of the Company's common stock without having to
correspondingly reduce the number of authorized shares of common
stock:
12
For Against Withheld
------------ -------------- ------------
210,751,535 9,901,745 378,016
Ratification of the selection of Reuben E. Price, P.A., as the
Company's independent auditors for the fiscal year ending September
30, 2002:
For Against Withheld
------------ -------------- ------------
218,681,146 815,914 1,538,334
The foregoing matters are described in detail in the Company's proxy
statement dated April 23, 2002 for the 2002 Annual Meeting of
Stockholders.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The following exhibits are included herewith:
EXHIBIT NO. DOCUMENT
----------- --------
3.1 Certificate of Amendment to the Articles of
Incorporation of Universal Communication
Systems, Inc.
11 Computation of Weighted Average Common Stock
Shares Outstanding
99.1 Certifications pursuant to 18 U.S.C. Section
1350
99.2 Settlement and Stock Transfer Agreement
99.3 Press Release - Results of Shareholder
Meeting
(b) The Company filed the following reports on Form 8-K during the
quarter for which this form is filed:
Form 8-K dated April 16, 2002, reporting:
Item 5, Other Events -
Change of name and symbol
13
SIGNATURES
Pursuant to the requirements 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: August 14, 2002 UNIVERSAL COMMUNICATION SYSTEMS, INC.
/s/ MICHAEL J. ZWEBNER
----------------------------
Michael J. Zwebner
Chief Executive Officer,
Chairman of the Board
14