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, 2004
                                               ------------------------------

( ) Transition report under Section 13 or 15(d) of the Exchange Act

                For the transition period from                 to
                                               ---------------    --------------

                Commission file number      0-50299
                                       -----------------------------------------

                           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
      #4 Boston, MA                                       02116
    -----------------------------           -----------------------------------
(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 5, 2004
                  ------                       -------------------------------
 Common Stock, $.001 par value per share                  11,280,476

Transitional Small Business Disclosure Format (check one):

Yes          No  X
    ------     ------

<PAGE>


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                          PAGE
<S>                                                                                        <C>
PART I.  Financial Information .........................................................   1

Item 1.  Financial Statements

    Balance Sheets - September 30, 2004 (unaudited) and December 31, 2003 ..............   1
    Statements of Operations
          For the Three and Nine Months Ended September 30, 2004 and 2003 (unaudited) ..   2
    Statements of Cash Flows
          For the Nine Months Ended September 30, 2004 and 2003 (unaudited) ............   4
    Notes to the Financial Statements
          For the Three and Nine Months Ended September 30, 2004 and 2003 ..............  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
</TABLE>

<PAGE>

PART I. FINANCIAL INFORMATION

ITEM I - FINANCIAL STATEMENTS

                           U.S. TELESIS HOLDINGS, INC.
                                 BALANCE SHEETS
                    SEPTEMBER 30, 2004 AND DECEMBER 31, 2003
<TABLE>
<CAPTION>
                                                                           SEPTEMBER 30,     DECEMBER 31,
                                                                               2004              2003
                                                                            -----------      -----------
                                                                            (Unaudited)
<S>                                                                         <C>              <C>
Current Assets
Cash in banks                                                               $     5,416      $    23,923
                                                                            -----------      -----------
Total current assets                                                        $     5,416      $    23,923
                                                                            -----------      -----------
Total Assets                                                                $     5,416      $    23,923
                                                                            ===========      ===========

Liabilities and Stockholders' Equity
Current Liabilities
Accrued professional fees                                                   $    18,391      $    53,622
                                                                            -----------      -----------
Convertible Notes Payable to Stockholders                                   $    23,000      $        --
                                                                            -----------      -----------
Total Liabilities                                                           $    41,391      $    53,622
                                                                            ===========      ===========
Commitments and Contingencies (Note 2)

Stockholders' Equity (Deficit)

Preferred stock ($.001 par value, 1,000,000 shares
     authorized, none issued)                                               $        --      $        --
Common stock ($.001 par value, 50,000,000 shares authorized,
     11,280,476 and 10,813,476 issued and outstanding as of
     September 30, 2004 and December  31, 2003, respectively)               $    11,239      $    10,814
Additional paid-in capital                                                  $ 1,692,305      $ 1,669,020
Accumulated deficit                                                         $(1,739,519)     $(1,709,533)
                                                                            -----------      -----------
Total Stockholders' Equity (Deficit)                                        $   (35,975)     $   (29,699)
                                                                            -----------      -----------
Total Liabilities and Stockholders' Equity (Deficit)                        $     5,416      $    23,923
                                                                            ===========      ===========
</TABLE>

         The accompanying notes are an integral part of these statements



<PAGE>


                           U.S. TELESIS HOLDINGS, INC.
                       UNAUDITED STATEMENTS OF OPERATIONS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED               NINE MONTHS ENDED
                                               2004             2003            2004             2003
<S>                                      <C>               <C>              <C>               <C>
Revenues:
Sales                                    $          0      $         0      $          0      $         0
Interest income                          $          0      $         0      $          0      $         6
                                         ----------------------------------------------------------------
                                         ================================================================
Net revenues                             $          0      $         0      $          0      $         6

Expenses:
Professional fees                        $      2,500      $   199,088      $     14,500      $   249,267
                                         ----------------------------------------------------------------
Other general and
administrative expenses                  $      3,127      $    57,255      $     15,486      $    71,316
                                         ================================================================
Total expenses                           $      5,627      $   256,343      $     29,986      $   320,583
Net loss                                      ($5,627)       ($256,343)         ($29,986)        (320,577)

Net loss per common share                      ($0.00)          ($0.04)           ($.003)          ($0.05)
Weighted average number of
basic and diluted                          11,280,476        6,439,328        11,280,476        6,439,328
</TABLE>

         The accompanying notes are an integral part of these statements




                                      -2-
<PAGE>



                           U.S. TELESIS HOLDINGS, INC.
                       UNAUDITED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
<TABLE>
<CAPTION>
                                                                     NINE MONTHS ENDED
                                                                   2004              2003
<S>                                                            <C>                <C>
Cash flows from operating activities:
Net loss                                                       $($29,986)         $(320,577)
Adjustments to reconcile net loss to cash used by
operating activities
Stock issued for services                                      $      --          $ 151,509
Stock issued for compensation                                  $   6,700          $  57,500
Increase (Decrease) in accrued expenses:                       $ (35,231)         $  37,168
Total adjustments                                              $ 244,677
Net cash used by operating activities                          $ (58,517)         $ (74,400)
Cash flows from financing activities:
Proceeds from exercise of warrants                             $  12,000          $  44,816
Proceeds from exercise of stock option                         $   5,010          $   4,000
Proceeds from issuance of convertible notes payable to         $  23,000          $      --
stockholders
Net cash provided by financing activities                      $  40,010          $  48,816
Net decrease in cash in banks                                  $ (18,507)         $ (25,584)
Cash in banks - beginning of period                            $  23,923          $  54,828
Cash in banks - end of period                                  $   5,416          $  29,244
                                                               =========          =========
Supplemental Disclosure of Cash Flow Information:
Cash Paid During  the Year for:
Interest expense                                               $       0          $       0
Income taxes                                                   $       0          $       0
</TABLE>

         The accompanying notes are an integral part of these statements



                                      -3-
<PAGE>




                           U.S. TELESIS HOLDINGS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003


                                   (UNAUDITED)

NOTE 1 - General and Summary of Significant Accounting Policies

(A) - Unaudited Interim Financial Information

The unaudited financial statements included herein have been prepared on behalf
of the Company pursuant to the rules and regulations of the Securities and
Exchange Commission ("SEC") and include, in the opinion of management, all
adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation of interim period results. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been omitted or condensed
pursuant to such rules and regulations. The Company believes, however, its
disclosures herein, when read in conjunction with the Company's audited
financial statements for the year ended December 31, 2003 as filed in Form
10K-SB, are adequate to make the information presented not misleading. The
Company's significant accounting policies are described in Note 1 of Notes to
Consolidated Financial Statements included in the Company's 10K-SB. The results
for the interim periods are not necessarily indicative of the results to be
expected for the full fiscal year.

(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.



                                      -4-
<PAGE>

                           U.S. TELESIS HOLDINGS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003


                                   (UNAUDITED)

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

Basic earnings per share is computed by dividing net loss for the period by the
weighted average number of common shares outstanding during the period. Diluted
earnings per share is computed by dividing net income by the weighted average
number of common shares plus the dilutive effect of outstanding warrants.
Approximately 0 and 1.1 million outstanding warrants were excluded from the
calculation of diluted earnings per share for the nine months ended September
30, 2004 and 2003, respectively, because they were anti-dilutive.

(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



                                      -5-
<PAGE>
                           U.S. TELESIS HOLDINGS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003


                                   (UNAUDITED)

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.

(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.

NOTE 2  - Going Concern

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company is seeking a merger
partner. The Company has not conducted any operations for the last four years.
The Company's ability to continue as a going concern 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.
These factors raise substantial doubt about the Company's ability to continue as
a going concern. The Company intends to continue to seek the additional
financing it needs to fund its operations. There can be no assurance that such
financing will be available on terms acceptable to the Company, or at all.

NOTE 3  - Concentration of Credit Risk - Cash and Cash Equivalents

The Company maintains its cash balances at financial institutions located in
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 approximates 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, 2004 the Company has net
operating loss carry forwards totaling $1,560,000 expiring at various dates
through 2017.

NOTE 5 - Industry Segment Information

The Company is presently not operating. Accordingly, segment information is not
applicable.



                                      -6-
<PAGE>


                           U.S. TELESIS HOLDINGS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003


                                   (UNAUDITED)

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, 2004 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 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

In February 2004, certain investors exercised 150,000 warrants at $0.03 per
share. Pursuant to their warrant agreements, the Company issued the investors an
equivalent amount of warrants with an exercise price of $0.05. The warrants were
valued at $3,300 and charged to general and administrative expense. The
investors immediately exercised the additional 150,000 warrants at $0.05 per
share. Total proceeds of $12,000 were received in connection with the exercise
of these warrants. As of March 12, 2004 the remaining 856,000 warrants
outstanding had expired.

(C) - Stock Options

In February 2004, the Company issued an option to purchase 167,000 shares of
common stock to Nicholas Rigopulos in lieu of salary. The options have an
exercise price of $0.03. The options were valued at $6,700 and are included in
administrative expense in the accompanying statement of operations for the nine
months ended September 30, 2004. The options were exercised on March 11, 2004.



                                      -7-
<PAGE>

                           U.S. TELESIS HOLDINGS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003


                                   (UNAUDITED)

NOTE 7 - Notes Payable to Stockholders

In February 2004, the Company entered into convertible promissory notes with
current investors for gross proceeds of $13,000. The notes bear interest at a
rate of 6% and mature on September 30, 2004. The notes are convertible into
common stock at a rate of $0.03 per share at any time after September 30, 2004.
The notes may only be converted at the option of the Company. As of September
30, 2004 there is $520 in accrued interest which is included in accrued expenses
in the accompanying balance sheet. In September 2004 the Company amended the
notes payable to extend the maturity date to January 31, 2005.

In July 2004, the Company entered into two convertible promissory notes with
current investors for gross proceeds of $10,000. The notes bear interest at a
rate of 6% and mature on January 31, 2005. The notes are convertible into common
stock at a rate of $0.03 per share at any time after January 31, 2005. The notes
may only be converted at the option of the Company. As of September 30, 2004
there is $150 in accrued interest which is included in accrued expenses in the
accompanying balance sheet.

In October 2004, the Company entered into a convertible promissory note with a
current investor for gross proceeds of $5,000. The note bears interest at a rate
of 6% and matures on January 31, 2005. The note is convertible into common stock
at a rate of $0.03 per share at any time after January 31, 2005. The note may
only be converted at the option of the Company.



                                      -8-
<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.



                                      -9-
<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 $0 and $6 during the three months ended September 30, 2004
and 2003, respectively. During the nine months ended September 30, 2004,
expenses comprised of professional fees totaling $14,500 and other general
administrative expenses of $15,485. Expenses for the nine months ended September
30, 2003 were comprised of professional fees totaling $ 249,267 and other
general administrative expenses of $ 71,316.

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 $1,667 as of November 5, 2004
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.

ITEM 3.  CONTROLS AND PROCEDURES.

(A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in the reports that
are filed or submitted under the Exchange Act is recorded, processes, summarized
and reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that


                                      -10-
<PAGE>

information required to be disclosed in the reports that are filed under the
Exchange Act is accumulated and communicated to management, including the
principal executive office and principal accounting officer, as appropriate to
allow timely decisions regarding required disclosure. Under the supervision of
and with the participation of management, including the principal executive
officer and principal accounting officer the Company has evaluated the
effectiveness of the design and operation of its disclosure controls and
procedures as of September 30, 2004, and based on its evaluation, our principal
executive officer and principal accounting officer have concluded that these
controls and procedures are effective.


(B) CHANGES IN INTERNAL CONTROLS

There have been no significant changes in internal controls or in other factors
that could significantly affect these controls subsequent to the date of the
evaluation described above, including any corrective actions with regard to
significant deficiencies and material weaknesses.

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.

In February 2004, certain investors exercised 150,000 warrants at $0.03 per
share. Pursuant to their warrant agreements, the Company issued the investors an
equivalent amount of warrants with an exercise price of $0.05. The warrants were
valued at $3,300 and charged to general and administrative expense. The
investors immediately exercised the additional 150,000 warrants at $0.05 per
share. Total proceeds of $12,000 were received in connection with the exercise
of these warrants. The remaining 856,000 warrants outstanding expired on or
before March 12, 2004.

In February 2004, the Company issued an option to purchase 167,000 shares of
common stock to Nicholas Rigopulos in lieu of salary. The options have an
exercise price of $0.03. The options were valued at $6,700 and are included in
administrative expense in the accompanying statement of operations for the six
months ended June 30, 2004. The options were exercised on March 11, 2004.

In February 2004, The Company entered into convertible promissory notes to
current investors for gross proceeds of $13,000. The notes bear interest at a
rate of 6%. The notes are convertible into common stock at a rate of $0.03 per
share at any time after September 30, 2004. The notes may only be converted at
the option of the Company.

In July 2004, the Company entered into two convertible promissory notes with
current investors for gross proceeds of $10,000. The notes bear interest at a
rate of 6% and mature on January 31, 2005. The notes are convertible into common
stock at a rate of $0.03 per share at any time after January 31, 2005. The notes
may only be converted at the option of the Company. As of


                                      -11-
<PAGE>

September 30, 2004 there is $150 in accrued interest which is included in
accrued expenses in the accompanying balance sheet.

In October 2004, the Company entered into a convertible promissory note with a
current investor for gross proceeds of $5,000. The note bears interest at a rate
of 6% and matures on January 31, 2005. The note is convertible into common stock
at a rate of $0.03 per share at any time after January 31, 2005. The note may
only be converted at the option of the Company.

The proceeds from each of the transactions above will be used to pay
professional fees while the Company continues to search for a suitable
acquisition or merger candidate.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5.  OTHER INFORMATION.

None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits

*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.


                                      -12-
<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: November 5, 2004                  By:    /s/ Nicholas Rigopulos
                                               ---------------------------------
                                               Name:  Nicholas Rigopulos
                                               Title: Chief Executive/Financial
                                               Officer



                                      -13-
<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.


                                      -14-