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 June 30, 2004
                                                ----------------------

( )  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
         #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 August 4, 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
                                -----------------

                                                                            PAGE
                                                                            ----

 PART I.  Financial Information ...............................................1

 Item 1.  Financial Statements

     Balance Sheets - June 30, 2004 (unaudited) and December 31, 2003 .........1
     Statements of Operations
           For the Three and Six Months Ended June 30, 2004 and 2003
                (unaudited)....................................................2
     Statements of Cash Flows
           For the Six Months Ended June 30, 2004 and 2003 (unaudited).........4
     Notes to the Financial Statements
           For the Three and Six Months Ended June 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

<PAGE>


PART I. FINANCIAL INFORMATION

ITEM I - FINANCIAL STATEMENTS

                           U.S. TELESIS HOLDINGS, INC.
                                 BALANCE SHEETS
                       JUNE 30, 2004 AND DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                                                                   JUNE 30,              DECEMBER 31,
                                                                                     2004                    2003
                                                                                     ----                    ----
                                                                                  (Unaudited)
Current Assets
--------------
<S>                                                                                <C>                   <C>
Cash in banks                                                                      $        44           $    23,923
                                                                                   -----------           -----------
Total current assets                                                               $         -           $    23,923
                                                                                   -----------           -----------
Total Assets                                                                       $        44           $    23,923
                                                                                   ===========           ===========

Liabilities and Stockholders' Equity
------------------------------------
Current Liabilities
-------------------

Accrued professional fees                                                          $    17,391           $    53,622
                                                                                   -----------           -----------
Convertible Notes Payable to Stockholders                                          $    13,000              $      -
                                                                                   -----------           -----------
Total Liabilities                                                                  $    30,391           $    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 June 30, 2004
     and December  31, 2003, respectively)                                         $    11,239           $    10,814
Additional paid-in capital                                                         $ 1,692,305           $ 1,669,020
Accumulated deficit                                                                $(1,733,891)          $(1,709,533)
                                                                                   -----------           -----------
Total Stockholders' Equity (Deficit)                                               $   (30,347)          $   (29,699)
                                                                                   -----------           -----------
Total Liabilities and Stockholders' Equity (Deficit)                               $        44           $    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 SIX MONTHS ENDED JUNE 30, 2004 AND 2003

<TABLE>
<CAPTION>
                                                        Three Months Ended                         Six Months Ended
                                                  2004                2003                    2004                2003
Revenues:
<S>                                        <C>                  <C>                    <C>                  <C>
Sales                                      $                -   $                -      $               -   $              -
Interest income                            $                -   $                -      $               -                 $6
                                           ----------------------------------------------------------------------------------
                                                                                                        -
                                           ==================================================================================
Net revenues                               $                -   $                -      $               -                 $6

Expenses:
Professional fees                                     $13,000              $42,679                $12,000            $50,179
                                           ----------------------------------------------------------------------------------
Other general and administrative expenses              $4,173               $3,285                $12,358            $12,562
                                           ==================================================================================
Total expenses                                        $17,173              $45,964                $24,358            $62,741
Net loss                                             ($17,173)            ($45,964)              ($24,358)          ($62,735)

Net loss per common share                              ($0.01)              ($0.01)                ($0.01)            ($0.01)
Weighted average number of basic and
diluted                                            11,280,476            5,198,477             11,280,476          5,210,308
</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 SIX MONTHS ENDED JUNE 30, 2004 AND 2003

<TABLE>
<CAPTION>
                                                                                  Six Months Ended
                                                                           2004                        2003
<S>                                                                 <C>                           <C>
Cash flows from operating activities:
Net loss                                                            $       (24,358)              $     (62,735)
Adjustments to reconcile net loss to cash used by operating
activities
Stock issued for services                                           $         6,700               $       5,700
Stock issued for compensation                                                                     $           -
Increase (Decrease) in accrued expenses:                            $       (36,231)              $      22,339
Total adjustments                                                   $       (29,531)              $      28,039
Net cash used by operating activities                               $       (53,889)              $     (34,696)
Cash flows from financing activities:
Proceeds from exercise of warrants                                  $        12,000               $           -
Proceeds from exercise of stock option                              $         5,010               $           -
Proceeds from issuance of convertible notes payable to              $        13,000               $           -
stockholders
Net cash provided by financing activities                           $        30,010               $           -
Net decrease in cash in banks                                       $       (23,879)              $     (34,696)
Cash in banks - beginning of period                                 $        23,923               $      54,828
Cash in banks - end of period                                       $            44               $      20,132
                                                                    ===================          ===============
Supplemental Disclosure of Cash Flow Information:
Cash Paid During  the Year for:
Interest expense                                                                                            $0
Income taxes                                                                                                $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 SIX MONTHS ENDED JUNE 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 SIX MONTHS ENDED JUNE 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 1.7 million  outstanding  warrants  were  excluded from the
calculation of diluted earnings per share for the six months ended June 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 SIX MONTHS ENDED JUNE 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 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
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  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 June 30, 2004 the Company has net operating
loss carry forwards totaling $1,550,000 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 SIX MONTHS ENDED JUNE 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 June 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 six
months ended June 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 SIX MONTHS ENDED JUNE 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%. 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 June 30, 2006 there is $350 in accrued interest
which is included in accrued expenses in the accompanying balance sheet.

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%. 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.










                                      -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 June 30, 2004 and
2003,  respectively.  During  the six  months  ended  June  30,  2004,  expenses
comprised of professional fees totaling $21,000 and other general administrative
expenses  of  $12,358.  Expenses  for the six months  ended  June 30,  2003 were
comprised of professional fees totaling $50,179 and other general administrative
expenses of $12,562.

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 $8,989 as of August 4, 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.








                                      -10-
<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES.

As of  June  30,  2004,  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  March 31, 2004 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  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.

















                                      -11-
<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.

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.

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



                                      -12-
<PAGE>

*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.

















                                      -13-
<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: August 4, 2004                     By:  /s/ Nicholas Rigopulos
                                              ----------------------------------
                                              Name:  Nicholas Rigopulos
                                              Title: Chief Executive/Financial
                                                     Officer














                                      -14-
<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.