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
              ---------------

<PAGE>



                                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

<PAGE>


PART I. FINANCIAL INFORMATION

ITEM I - FINANCIAL STATEMENTS


                           U.S. TELESIS HOLDINGS, INC.
                                 BALANCE SHEETS
                    SEPTEMBER 30, 2003 AND DECEMBER 31, 2002

<TABLE>
<CAPTION>
                                                                                   2003                  *2002
                                                                                (UNAUDITED)              -----
                                                                                -----------

<S>                                                                               <C>                  <C>
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
</TABLE>

         The accompanying notes are an integral part of these statements



<PAGE>


                           U.S. TELESIS HOLDINGS, INC.
                       UNAUDITED STATEMENTS OF OPERATIONS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                               2003                       2002
                                                                            -----------               ------------
<S>                                                                            <C>                        <C>
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
                                                                            ===========               ============

</TABLE>


         The accompanying notes are an integral part of these statements


                                      -2-
<PAGE>

                           U.S. TELESIS HOLDINGS, INC.
                       UNAUDITED STATEMENTS OF OPERATIONS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                               2003                     2002
                                                                           ----------               ----------
<S>                                                                        <C>                      <C>
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
                                                                           ==========               ==========
</TABLE>


         The accompanying notes are an integral part of these statements




                                      -3-
<PAGE>

                           U.S. TELESIS HOLDINGS, INC.
                       UNAUDITED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                        2003                       2002
                                                                  ---------------            ----------------
<S>                                                               <C>                        <C>
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
                                                                  ===============            ================
</TABLE>


         The accompanying notes are an integral part of these statements



                                      -4-
<PAGE>


                           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-
<PAGE>

                           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-
<PAGE>

                           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-
<PAGE>

                           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-
<PAGE>

                           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-
<PAGE>

                           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-
<PAGE>



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-
<PAGE>

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-
<PAGE>

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-
<PAGE>


                                     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-
<PAGE>

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-
<PAGE>



                                   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


<PAGE>


                           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.