-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KV9fCyR+InI7a1lG/TE11/qNHzXUW6OMiQVgrllf6VdDEHzs2dsu0+DGz55B450L DjYT9xEKaz45TkFC5xlZQg== 0001116502-03-001466.txt : 20030813 0001116502-03-001466.hdr.sgml : 20030813 20030813123722 ACCESSION NUMBER: 0001116502-03-001466 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20030813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL COMMUNICATION SYSTEMS INC CENTRAL INDEX KEY: 0001098207 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 860887822 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-30405 FILM NUMBER: 03839867 BUSINESS ADDRESS: STREET 1: 407 LINCOLN ROAD STREET 2: SUITE 6K CITY: MIAMI STATE: FL ZIP: 33139 BUSINESS PHONE: 5108396100 MAIL ADDRESS: STREET 1: 407 LINCOLN ROAD STREET 2: SUITE 6K CITY: MIAMI STATE: FL ZIP: 33139 FORMER COMPANY: FORMER CONFORMED NAME: WORLD WIDE WIRELESS COMMUNICATIONS INC DATE OF NAME CHANGE: 20000124 10QSB 1 universal-10qsb.txt QUARTERLY REPORT 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, 2003 ------------------ [ ] 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. ---------------------------------------- (Exact name of small business issuer as specified in its charter) Nevada 4812 860887822 ------ ---- --------- (State or jurisdiction (Primary Standard Industrial (IRS Employer of incorporation Identification No.) Classification or organization) Code No.) 407 Lincoln Rd, Suite 6K Miami Beach, FL 33139 ----------------------- (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 11, 2003 ----- ----------------------------------- Common Stock, $.001 par value 60,361,871 Transitional Small Business Disclosure Format: Yes [ ] No [X] TABLE OF CONTENTS PART I FINANCIAL INFORMATION Page ---- Item 1. Consolidated Financial Statements: Consolidated Balance Sheet - June 30, 2003 and September 30, 2002 3 Consolidated Statements of Operations for the three months and nine months Ended June 30, 2003 and 2002 4 Consolidated Statements of Cash Flows for the nine months Ended June 30, 2003 and 2002 5 Notes to the Consolidated Financial Statements June 30, 2003 6 Item 2. Management's Discussion and Analysis or Plan of Operations 7 Item 3. Evaluation Of Disclosure Controls And Procedures 10 PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 11 Item 7. Signatures 12 Certifications Filed as Exhibits 2 Part I. FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS
Universal Communication Systems, Inc. Condensed Consolidated Balance Sheets June 30, September 30, 2003 2002 ---- ---- (unaudited) (see note 1) ------------ ------------ Assets Current Assets: Cash & cash equivalents $ 220,281 $ 874 Notes Receivable 34,648 -- ------------ ------------ Total Current Assets 254,929 874 ------------ ------------ Due from related party, net 94,759 35,456 ------------ ------------ Fixed Assets: Equipment 25,259 25,259 Furniture and fixtures 1,917 1,917 Less: Accumulated depreciation & amortization (20,156) (15,889) ------------ ------------ Total Fixed Assets 7,019 11,287 ------------ ------------ Investment in unconsolidated subsidiaries, net of impairment -- -- Other assets 49,467 11,250 ------------ ------------ Total Assets $ 406,174 $ 58,867 ============ ============ Liabilities and Stockholders' Deficit Current Liabilities: Current maturities of convertible debentures $ 1,066,449 $ 886,449 Accounts payable, trade 1,070,929 1,078,941 Accrued expenses 187,814 156,978 Due to a related party 28,248 29,791 ------------ ------------ Total Current Liabilities 2,353,440 2,152,159 Long Term Liabilities: Note payable 347,118 254,237 Convertible debentures, net of current maturities 3,644,600 4,123,415 ------------ ------------ Total Long Term Liabilities 3,991,718 4,377,652 ------------ ------------ Total Liabilities 6,345,158 6,529,811 ------------ ------------ Commitments and Contingencies -- -- Stockholders' Deficit: Preferred stock, 10,000,000 shares authorized, no Shares issued and outstanding Common stock, par value $.001 per share, 800,000,000 shares authorized, 39,286,919 issued and outstanding 39,287 5,968 Stock subscribed and escrow 340,823 -- Additional paid-in capital 24,326,258 23,071,546 Accumulated deficit (30,645,352) (29,548,458) ------------ ------------ Total Stockholders' Deficit (5,938,984) (6,470,944) ------------ ------------ Total Liabilities and Stockholders' Deficit $ 406,174 $ 58,867 ============ ============
See notes to condensed consolidated financial statements. 3
Universal Communication Systems, Inc. Condensed Consolidated Statements of Operations UNAUDITED Three Months Ended June 30, Nine Months Ended June 30, ---------------------------- ---------------------------- 2003 2002 2003 2002 ------------ ------------ ------------ ------------ Revenue $ -- $ -- $ -- $ -- Cost of goods sold -- -- -- -- ------------ ------------ ------------ ------------ Gross profit -- -- -- -- Operating expenses 503,609 501,060 917,660 870,194 Write down of Assets -- -- 26,397 205,181 Impairment loss on deposits -- -- -- 197,506 Recovery of deposits -- (68,800) -- (68,800) ------------ ------------ ------------ ------------ Operating (loss) (503,609) (432,260) (944,057) (1,204,081) Interest expense (51,886) (83,491) (152,836) (246,641) ------------ ------------ ------------ ------------ Net loss $ (555,495) $ (515,751) $ (1,096,893) $ (1,450,722) ============ ============ ============ ============ Basic and diluted loss per share $ (0.02) $ (2.00) $ (0.08) $ (8.00) ============ ============ ============ ============ Number of shares used in computing basic and diluted loss per share 29,813,878 264,104 14,457,539 182,099 ============ ============ ============ ============
See notes to condensed consolidated financial statements. 4
Universal Communication Systems, Inc. Condensed Consolidated Statement of Cash Flows UNAUDITED For the For the Nine Months Nine Months Ended Ended June 30, June 30, 2003 2002 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $(1,096,893) $(1,450,722) Adjustments to reconcile net loss from operations to net cash used by operating activities: Other comprehensive (loss) -- -- Common stock issued for services 686,898 320,810 Depreciation and amortization expense 4,267 21,876 Interest payable added to principal of debentures and notes 119,027 207,048 Interest accretion 22,881 -- Loss on write down of assets 26,397 156,189 Impairment loss -- 197,506 Changes in operating assets and liabilities: (Increase) decrease in prepaid and other (38,365) 48,991 Increase (decrease) in accounts payable and accrued expenses 22,824 253,315 Increase in cash overdraft -- 1,658 (Increase) decrease in due to related party (95,043) 40,664 ----------- ----------- Net Cash (Used) by Operating Activities (348,007) (204,323) ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: (Increase) Decrease in due from related entities 7,800 (112,711) Increase in other assets - deposits -- 4,600 Other (3,303) -- ----------- ----------- Net Cash (Used) by Investing Activities 4,497 (117,311) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Notes Receivable (34,500) -- Proceeds from the issuance of senior secured convertible debentures, net -- 218,070 Proceeds from note payable 70,000 -- Sale of common stock 192,942 100,000 Common Stock subscription proceeds 334,475 Other -- 1 ----------- ----------- Net Cash Provided by Financing Activities 562,917 318,071 ----------- ----------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 219,407 (3,563) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 874 4,082 ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 220,281 $ 519 =========== =========== 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 $ 119,027 $ 207,048 Debentures converted to common stock $ 407,638 $ 283,500
See notes to condensed consolidated financial statements. 5 UNIVERSAL COMMUNICATION SYSTEMS, INC. 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, 2002. The balance sheet at September 30, 2002 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. Background The Company is actively engaged in efforts to revise its business plan, de-emphasize participation in the wireless internet market, and seek new business activities. Reverse Stock Split The Company completed a one-for-one-thousand reverse stock split on August 23, 2002. All share and per share information reflects this reverse stock split. NOTE 2 - GOING CONCERN AND SIGNIFICANT RISKS AND UNCERTAINTIES The Company's financial statements are prepared using 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 $30,645,352 at June 30, 2003. Net losses are expected for the foreseeable future. As such, there is substantial doubt as to the Company's ability to continue as a going concern. Management is considering alternatives to its business strategy, including modifications of its business plan. Simultaneously, the Company is continuing 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 3 - 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, 2003 and 2002, common stock equivalents have been excluded from the aforementioned computations as their effect would be anti-dilutive. 6 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. 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, 2002 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. BUSINESS AND ORGANIZATION Universal Communication Systems, Inc. (collectively the "Company", "us" or "we"), prior to 2002, was engaged in activities related to advanced wireless communications, including the acquisition of radio-frequency spectrum internationally. Currently, our activities related to the advanced wireless communications are conducted by our investment in Digital Way, S.A., a Peruvian communication company and former wholly owned subsidiary. We currently hold a twenty seven percent interest in Digital Way, S.A., however, due to a lack of cooperation from their management, our financial results do not include our interest in their activities. Management of Digital Way has advised us that information regarding their business activities will be provided for inclusion in our fiscal year end financial statements at September 30, 2003. Digital Way SA recently reached an agreement with YAK Communications (USA) Inc, by which YAK will invest funds to jointly operate a "Dial Around" telephony business in Peru, utilizing Digital Way's local business and technical facilities as well as the Government Telecom Licenses granted to Digital Way SA. Revenue from this activity is anticpated to occur in the fourth quarter of 2003. 7 We also own a U. S. patent on our Distributed Wireless Call Processing System technology. On June 12, 2002, we entered into a letter of intent to acquire Card Universal Corporation, Inc., a privately held development stage Florida corporation in the business of providing and marketing prepaid "Stored Money Cards." Management is currently evaluating its options as to the future plans for the Company, its operations and assets. The acquisition is subject to the signing of a definitive agreement, valuation by a third party and to the availability of appropriate financing. As of this report date, no further action has occurred on this transaction. We have advanced $1,259 to Card Universal Corporation, Inc. On March 24, 2003 we announced the formation of AirWater Corporation, as a wholly owned subsidiary. AirWater Corp. will operate in the new field of high tech water extraction from air, and to that end, has acquired international manufacturing and marketing licenses, as well as patent and copyright rights from J.J. Reidy & Co., Inc. of Holden, Mass. J.J. Reidy & Co., Inc. are the registered patent holders of 4 separate patents covering the concept, with others pending applied for in the United States and in various foreign countries. Under the terms of the agreement, the company has escrowed 4 million common shares to be issued, restricted under SEC rule 144, as well as make a cash payment of $100,000 to J.J. Reidy & Co., Inc, In addition, the company has agreed to enter into a royalty agreement with J.J. Reidy & Co., Inc. The cash payment was made on July 1, 2003 and the escrowed shares were released at the same time in execution of the agreement. In connection with the AirWater business activity, we have entered into several development, design, sales and marketing, as well as manufacturing agreements with foreign business entities, primarily in Israel and Brazil. We are continuing to pursue business arrangements to advance the product and technology. OUTLOOK We will require short-term outside investment on a continuing basis to finance our current operations and capital expenditures. 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 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. Under the auspices of new management installed November, 2001, we have made considerable progress in restructuring prior obligations and removing debt. With the agreement to market Air Water technology and equipment and the formation of our Airwater Corporation subsidiary, we anticipate new revenue sources and direction for the Company. We plan to de-emphasize our participation in the wireless internet market, sell assets for cash and/or advance our remaining businesses through joint ventures, continue our negotiations with creditors to compromise, extend, convert and/or forgive debt, and seek new businesses that can take advantage of our extensive shareholder base and status as a public company. Management is hopeful that it can continue to reach agreements with vendors and foreign partners to resolve disputes and balances due. Management hopes that once these issues are dealt with and sales commence with our subsidiary AirWater Corporation, this will provide for the financial stability of the Company. No assurances can be made that these events will successfully take place. Management expects to meet minimal operating expenses during this period, through a combination of loans, sale of assets and private placement funds. 8 SUBSEQUENT EVENTS On April 30, 2003 we announced the signing of a Letter of Intent to acquire CinemaElectric, Inc., a Los Angeles based Multimedia Messaging Service company for a purchase price of $10 million. On August 12th, 2003, by mutual agreement with CinemaElectric, we announced the withdrawal from the Letter Of Intent. The withdrawel of our letter of intent was to facilitate the execution of a letter of intent by Brennex Oil Corporation to acquire CinemaElectric Inc. Under the terms of the proposed acquisition, Brennex Oil Corporation will issue 10% of the acquisition value to us. Our Board of Directors has indicated its intention to distribute the Brennex/CinemaElectric new shares to our registered common share stockholders. In connection with the Air Water Corporation subsidiary, management recognized the need for a power solution for the AirWater Machines in certain global areas where electricity and or gas power sources are are in short supply or not available. To this end, we have sourced a company involved in the solar power industry. On June 19, 2003, we announced the signing of a Letter of Intent to acquire 100% of Millennium Electric TOU Limited and a number of it's subsidiaries. Millennium Electric is one of Israel's foremost corporations operating in the latest high tech field of solar energy, solar panels, and solar powered consumer products. We are in the final phases of our due diligence and finalization of the definitive agreement. On August 7, 2003, a Dallas Texas based company, Electric Gas & Technology Inc, (ELGT), issued a press release claiming that they had filed a complaint / $60 million law suit in Federal Court in Texas, alleging patent infringement against Universal Communication Systems, Inc., AirWater Corporation and J&J Reidy, Inc. We have not been served with the complaint. Counsel has advised us that the claims lack substance. We have issued a press release refuting the claims made in Electric Gas & Technology's press release, and notifying them of our intention to defend our patents, but to additionally file a counterclaim for $100 million for patent infringement and defamation of character. Management believes the claims of ELGT are frivolous and do not represent a material threat to the company. RESULTS OF OPERATIONS Three Months and Nine Months Ended June 30, 2003 Compared to the Three Months and Nine Months Ended June 30, 2002. There were no revenues or cost of sales for the three months and nine months ended June 30, 2003 and June 30, 2002. Operating expenses for the three months and nine months ended June 30, 2003 amounted to $503,609 and $944,057, respectively, compared to $432,260 and $1,204,081 for the three months and nine months ended June 30, 2002. For both periods, these expenses were primarily consultants, professional fees and rents. Write down of assets in the amount of $26,397 for the nine months ended June 30, 2003 resulted from the recognition of little or no value in the assets received in payment of the balance of advances to Hard Disc Caf, Inc. Hard Disc Caf, Inc. has ceased all operations and distributed its remaining assets to us in satisfaction of advances outstanding. Write down of assets in the amount of $205,181 for the nine months ended June 30, 2002 and impairment losses in the amount of $197,506 for that same period resulted from management's decision to abandon pursuit of foreign ventures entered into by prior management. Interest expense decreased $31,605, from $83,491 for the three months ended June 30, 2002, to $51,886 for the three months ended June 30, 2003. For the nine months ended June 30, 2003 and 2002, interest expense decreased $93,805 from $246,641 to $152,836, respectively. The decrease resulted from the conversion by the bondholders of a portion of their debt to common stock during the fiscal year ended September 30, 2002. 9 Net losses for the three months ended June 30, 2003 were $555,495, as compared with $515,751 for the three months ended June 30, 2002. Net losses for the nine months ended June 30, 2003 were $1,096,893, as compared with $1,450,722 for the nine months ended June 30, 2002. The decrease in net losses is primarily attributable to lower write off of assets and no impairment losses in the current period. LIQUIDITY AND CAPITAL RESOURCES On June 30, 2003, our cash position was $220,281 compared to $874 as of September 30, 2002. During the nine months ended June 30, 2003, $60,000 was received from a 12% note payable, $182,942 from advances from related parties and $334,475 was received from subscriptions for our common stock. The advances from related parties were cancelled in exchange for common shares issued. These funds were used to pay the cash operating expenses for the nine month period ended June 30, 2003 and a portion is being held for working capital for the next twelve months. The amounts received in common stock subscription funds are attributable to recent announcements and activities with respect to our AirWater Corporation subsidiary. While management restructures the Company, current operating cash is being provided by loans and the sale of common stock. Management is attempting to reduce the current working capital deficit through arrangements with creditors. If we do not make satisfactory arrangements with the creditors 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 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. ITEM 3. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Within 90 days prior to the filing of this quarterly report, the Company's Chief Executive Officer and its Chief Financial Officer evaluated the Company's disclosure controls and procedures as required pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934, as amended. Under rules promulgated by the SEC, disclosure controls and procedures are defined as those "controls or other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms." Based on this evaluation, the Chief Executive Officer and Chief Financial Officer determined that such controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in the Company's periodic SEC filings. There were no significant changes in internal controls that could significantly affect the disclosure controls and procedures since the date of the evaluation. 10 PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) The following exhibits are included herewith: EXHIBIT NO. DOCUMENT ----------- -------- Exhibit 31.1 Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) Exhibit 31.2 Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) Exhibit 32.1 Certification of Periodic Report by the Chief Executive Officer as required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 Exhibit 32.2 Certification of Periodic Report by the Chief Financial Officer as required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 (b) The Company filed the following reports on Form 8-K during the quarter for which this form is filed: none. 11 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 13, 2003 UNIVERSAL COMMUNICATION SYSTEMS, INC. /s/ MICHAEL J. ZWEBNER ---------------------------- Michael J. Zwebner Chief Executive Officer, Chairman of the Board 12 EX-31.1 3 section302ceo-311.txt SECTION 302 CEO CERTIFICATION EXHIBIT 31.1 CERTIFICATIONS I, Michael J. Zwebner, Chief Executive Officer of Universal Communication Systems, Inc.(the "Company"), certify that: 1. I have reviewed this quarterly report on Form 10-QSB of the Company; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report; 4. The Company's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and have: a) designed such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the Company's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The Company's other certifying officers and I have disclosed, based on our most recent evaluation, to the Company's auditors and the audit committee of Company's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls; and 6. The Company's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: August 13, 2003 /s/ Michael J. Zwebner - ------------------------------- Michael J. Zwebner, Chief Executive Officer EX-31.2 4 section302cfo-312.txt SECTION 302 CFO CERTIFICATION EXHIBIT 31.2 CERTIFICATIONS I, Curtis Orgil, Chief Financial Officer of Universal Communication Systems, Inc.(the "Company"), certify that: 1. I have reviewed this quarterly report on Form 10-QSB of the Company; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report; 4. The Company's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and have: a) designed such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the Company's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The Company's other certifying officers and I have disclosed, based on our most recent evaluation, to the Company's auditors and the audit committee of Company's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls; and 6. The Company's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: August 13, 2003 /s/ Curtis Orgil - ------------------------------- Curtis Orgil, Chief Financial Officer EX-32.1 5 section906ceo-321.txt SECTION 906 CEO CERTIFICATION Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report on Form 10-QSB of Universal Communication Systems, Inc. (the "Company") for the period ended June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Michael Zwebner, Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. section 1350, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Michael Zwebner Dated: August 13, 2003 ----------------------------------- Michael Zwebner Chief Executive Officer EX-32.2 6 section906cfo-322.txt SECTION 906 CFO CERTIFICATION Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report on Form 10-QSB of Universal Communication Systems, Inc. (the "Company") for the period ended June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Curtis Orgil, Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. section 1350, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Curtis Orgil Dated: August 13, 2003 ---------------------------- Curtis Orgil Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----