U.S. SECURITIES AND EXCHANGE COMMISSION

                              Washington D.C. 20549

                                AMENDMENT NO. 1
                                       TO
                                  FORM 10-QSB

[X]    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
       OF 1934

For the quarterly period ended:   June 30, 2005
                                  -------------

[ ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO ____________

Commission file number:  000-30405

                    Universal Communication Systems, Inc.
                    -------------------------------------
        (Exact name of small business issuer as specified in its charter)

         Nevada                      4812                        860887822
 (State or jurisdiction   (Primary Standard Industrial         (IRS Employer
    of incorporation         Classification Code No.)        Identification No.)
    or organization)

                            407 Lincoln Rd, Suite 12F
                              Miami Beach, FL 33139
                              ---------------------
                    (Address of principal executive offices)

                                 (305) 672-6344
                           (Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date.

         Class                                 Outstanding as of August 12, 2005
         -----                                 ---------------------------------
Common Stock, $.001 par value                            321,644,906

Transitional Small Business Disclosure Format:    Yes [ ] No [X]

<PAGE>
                                TABLE OF CONTENTS

PART I     FINANCIAL INFORMATION                                            Page
                                                                            ----
   Item 1.  Consolidated Financial Statements:

            Consolidated Balance Sheets - June 30, 2005 and
            September 30, 2004                                               3

            Consolidated Statements of Operations for the three months
            and nine months Ended June 30, 2005 and 2004                     4

            Consolidated Statements of Cash Flows for the three months
            and nine months Ended June 30, 2005 and 2004                     5

            Notes to the Consolidated Financial Statements
            June 30, 2005                                                    6

   Item 2.  Management's Discussion And Analysis Of Financial Condition
            And Results Of Operations                                        7

   Item 3.  Evaluation Of Disclosure Controls And Procedures                10

PART II    OTHER INFORMATION

   Item 1.  Legal Proceedings                                               15


   Item 2.  Unregistered Sales Of Equity Securities And Use Of Proceeds     17


   Item 6.  Exhibits and Reports on Form 8-K                                17


   Item 7.  Signatures                                                      18

            Certifications

                                        2
<PAGE>

Part I.  FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

                      Universal Communication Systems, Inc.
                      Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
                                                                  June 30,           September 30,
                                                                    2005                  2004
                                                                ------------         -------------
                                                                (unaudited)          (see note 1)
                                                                ------------         -------------
<S>                                                             <C>                  <C>
                                     ASSETS
Current Assets:
   Cash & cash equivalents                                      $     59,833         $    453,134
   Accounts receivable, net                                          117,537              102,009
   Note and other receivable                                         137,110              128,357
   Inventory                                                         365,703               41,994
   Prepaid expenses                                                   59,690               65,362
                                                                ------------         ------------
        Total Current Assets                                         739,873              790,856
                                                                ------------         ------------
Fixed Assets:
   Furniture and equipment                                           459,544              446,475
   Less: Accumulated depreciation                                     47,359               34,658
                                                                ------------         ------------
        Total Fixed Assets, Net                                      412,185              411,817
                                                                ------------         ------------
Other Assets:
   Patents, net of amortization                                      494,534              540,914
   Goodwill                                                           30,000               30,000
   Deposits                                                           55,296               24,133
   Other                                                              25,000                   --
                                                                ------------         ------------
       Total Other Assets                                            604,830              595,047
                                                                ------------         ------------
            Total Assets                                        $  1,756,888         $  1,797,720
                                                                ============         ============

                  LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
   Notes payable                                                $    231,314         $     60,000
   Accounts payable                                                  485,765              254,012
   Accrued expenses                                                  889,030            1,201,987
   Due to related parties                                             19,771               31,744
   Liabilities of discontinued operations                            946,794              946,794
                                                                ------------         ------------
       Total Current Liabilities                                   2,572,674            2,494,537
Long-term Liabilities:
    Convertible debentures                                         1,302,616            2,060,374
                                                                ------------         ------------
            Total Liabilities                                      3,875,290            4,554,911
                                                                ------------         ------------
Commitments and Contingencies                                             --                   --
                                                                ------------         ------------
Stockholders' Deficit:
   Preferred stock, par value $.001 per share,
       10,000,000 shares authorized,
       90,000 and 30,000 shares
       issued and outstanding                                             90                   30
   Common stock, par value $.001 per share,
       800,000,000 shares authorized, 284,244,906 and
       202,900,000 shares issued and outstanding                     284,245              202,900
   Additional paid-in capital                                     36,060,005           32,509,910
   Accumulated deficit                                           (38,369,244)         (35,376,531)
   Accounts receivable, shareholder                                  (93,500)             (93,500)
                                                                ------------         ------------
       Total Stockholders' Deficit                                (2,118,402)          (2,757,191)
                                                                ------------         ------------
             Total Liabilities and Stockholders' Deficit        $  1,756,888         $  1,797,720
                                                                ============         ============
</TABLE>

                  See notes to condensed financial statements.

                                        3

<PAGE>
                      Universal Communication Systems, Inc.
                 Condensed Consolidated Statements of Operations
                                    UNAUDITED
<TABLE>
<CAPTION>
                                     Three Months Ended June 30,            Nine Months Ended June 30,
                                  --------------------------------      --------------------------------
                                       2005               2004               2005               2004
                                  -------------      -------------      -------------      -------------
<S>                               <C>                <C>                <C>                <C>
Revenue and other income          $      44,947      $     220,529      $     896,091      $     449,856
Cost of goods sold                      (63,667)          (250,051)          (856,134)          (272,221)
                                  -------------      -------------      -------------      -------------
Gross profit                            (18,720)           (29,522)            39,957            177,635

Operating expenses
   Sales and marketing                   78,863            213,275            351,566            904,015
   Product development                       --             33,324                 --            159,228
   General and administrative           788,302            503,019          2,409,313          1,378,676
                                  -------------      -------------      -------------      -------------
Operating (loss)                       (885,884)          (779,140)        (2,720,922)        (2,264,284)

Interest Income                           4,354              2,886             16,541              8,689
Interest expense                        (29,622)           (45,342)          (288,332)          (275,417)
                                  -------------      -------------      -------------      -------------


Net loss                          $    (911,152)     $    (821,596)     $  (2,992,713)     $  (2,531,012)
                                  =============      =============      =============      =============

Basic and diluted loss per
share                             $       (0.01)     $       (0.01)     $       (0.01)     $       (0.02)
                                  =============      =============      =============      =============

Number of shares used in
computing basic and diluted
loss per share                      270,354,591        151,069,803        241,260,512        119,866,510
                                  =============      =============      =============      =============
</TABLE>

             See notes to condensed consolidated financial statements.

                                        4
<PAGE>
                      Universal Communication Systems, Inc.
                 Condensed Consolidated Statement of Cash Flows
                                    UNAUDITED
<TABLE>
<CAPTION>
                                                               For the             For the
                                                             Nine Months         Nine Months
                                                                Ended               Ended
                                                               June 30,            June 30,
                                                                2005                2004
                                                             -----------         -----------
<S>                                                          <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Loss                                                 $(2,992,713)        $(2,526,012)
    Adjustments to reconcile net loss from operations
      to net cash used by operating activities:
       Depreciation and amortization expense                      59,081               9,217
       Interest payable added to principal of
         debentures                                               33,628              63,979
       Stock issued for services                                 817,380           1,006,828
       Stock issued for contract settlement                      197,478                  --
       Stock issued in payment of interest                       300,000                  --
       Interest accretion on note payable                             --              15,254
       Accrued interest on note receivable                        (8,753)                 --
    Changes in operating assets and liabilities:
       Prepaid and other                                           5,671             (25,946)
       Accounts receivable                                       (15,528)           (222,726)
       Inventory                                                (323,709)            (62,236)
       Deposits                                                  (56,163)                 --
       Accrued expenses                                         (149,583)            226,063
       Accounts payable                                          231,753             114,193
       Increase in cash overdraft                                     --              56,332
                                                             -----------         -----------

       Net Cash (Used) by Operating Activities                (1,901,458)         (1,345,054)
                                                             -----------         -----------
CASH FLOWS FROM INVESTING
ACTIVITIES:
       Purchase of fixed assets                                  (13,070)           (275,504)
                                                             -----------         -----------

       Net Cash (Used) by Investing Activities                   (13,070)           (275,504)
                                                             -----------         -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
      Notes Receivable                                            (8,689)
      Borrowings on bank credit line                             171,314                  --
      Proceeds from convertible debentures                       150,000                  --
      Proceeds from the issuance of common stock                 611,885           1,298,639
      Proceeds from the issuance of preferred stock              600,000             300,000
      Payment of note payable                                         --            (300,000)
      Decrease in due from related parties                       (11,973)            313,973
                                                             -----------         -----------
       Net Cash Provided by Financing Activities               1,521,226           1,603,923
                                                             -----------         -----------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS                     (393,302)            (16,635)

CASH AND CASH EQUIVALENTS
    AT BEGINNING OF PERIOD                                       453,134             144,682
                                                             -----------         -----------

CASH AND CASH EQUIVALENTS
    AT END OF PERIOD                                         $    59,832         $   128,047
                                                             ===========         ===========
SUPPLEMENTAL DISCLOSURES OF CASH:
       Interest paid                                         $        --         $        --
       Income taxes paid                                     $        --         $        --

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING
AND FINANCING ACTIVITIES:
       Interest accrued on debentures, added to
       the principal of the debentures                       $    33,628         $    63,979
       Interest accrued on the note payable, added
       to the principal of the note                          $     5,460         $    15,254
       Dividends accrued on preferred stock                  $    45,874               5,000
       Debentures converted to capital stock                 $ 1,104,759         $ 2,042,782
</TABLE>

                  See notes to condensed financial statements.

                                        5

<PAGE>
                      UNIVERSAL COMMUNICATION SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - General and Summary of Business and Significant Accounting Policies.

               Basis of Presentation

               The accompanying unaudited condensed financial statements have
               been prepared in accordance with U.S. generally accepted
               accounting principles for interim financial information and with
               instructions to Form 10-QSB and Regulation S-B. Accordingly, they
               do not include all of the information and footnotes required by
               U.S. generally accepted accounting principles for complete
               consolidated financial statements included in this Form 10-QSB.
               The results of operations for any interim period are not
               necessarily indicative of results for the full year. These
               statements should be read in conjunction with the audited
               financial statements and accompanying notes for the year ended
               September 30, 2004

               The balance sheet at September 30, 2004 has been derived from
               audited financial statements, but does not include all of the
               information and footnotes required by U.S. generally accepted
               accounting principles for complete financial statements.

               Background

               The Company is currently focusing its operations on the design,
               manufacture and sale of water production and generation systems
               along with solar power systems.

               Reverse Stock Split

               The Company completed a one-for-one-thousand reverse stock split
               on August 23, 2002. All share and per share information reflects
               this reverse stock split.

NOTE 2 - GOING CONCERN AND SIGNIFICANT RISKS AND UNCERTAINTIES

               The Company's financial statements are prepared using generally
               accepted accounting principles applicable to a going concern
               which contemplates the realization of assets and liquidation of
               liabilities in the normal course of business. The Company has
               experienced losses since inception, and had an accumulated
               deficit of $38,369,244 at June 30, 2005. Net losses are expected
               for the foreseeable future. As such, there is substantial doubt
               as to the Company's ability to continue as a going concern.
               Management is considering alternatives to its business strategy,
               including modifications of its business plan and possible sale or
               licensing of certain assets. Simultaneously, the Company is
               continuing to secure additional capital through sales of common
               stock through the current operating cycle. There is no assurance
               that management will be successful in its efforts.

NOTE 3 - BASIC AND DILUTED NET LOSS PER SHARE CALCULATION

               Loss per common share is calculated in accordance with Statement
               of Financial Accounting Standards ("SFAS") No. 128, "Earnings per
               Share." Basic loss per share is computed by dividing the loss
               available to common shareholders by the weighted-average number
               of common shares outstanding. Diluted loss per share is computed
               similar to basic loss per share, except that the denominator is
               increased to include the number of additional common shares that
               would have been outstanding if the potential common shares had
               been issued and if the additional common shares were dilutive.
               For the three and nine months ended June 30, 2005 and 2004,
               common stock equivalents have been excluded from the
               aforementioned computations as their effect would be
               anti-dilutive.

NOTE 4 - CONVERTIBLE DEBENTURES

               During the nine months ended June 30, 2005, the Company redeemed
               $941,400 of convertible debentures and $163,400 of accrued
               interest thereon, totaling $1,104,800, by the issuance of
               20,384,400 shares of common stock. During the same period,
               $73,700 of interest was accrued on the outstanding convertible
               debentures, of which $33,600 was added to the principal of the
               debentures.

               Also, in April 2005, the Company sold $150,000 of convertible
               debentures, which will accrue simple interest at an annual rate
               of 10%, and are convertible at any time, at the election of the
               holder, into the Company's common stock at a conversion price of
               $0.025 per share.

                                        6

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Except for historical information contained herein, the statements in this
report (including without limitation, statements indicating that the Company
"expects," "estimates," anticipates," or "believes" and all other statements
concerning future financial results, product offerings, proposed acquisitions or
combinations or other events that have not yet occurred) are forward-looking
statements that are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, Section 21E of the Securities Exchange
Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as
amended. Forward-looking statements involve known and unknown factors, risks and
uncertainties, which are discussed below and in the Company's other filings with
the Securities and Exchange Commission, and which may cause the Company's actual
results in future periods to differ materially from forecasted results. Forward
looking statements are all based on current expectations, and the Company
assumes no obligation to update this information.

RISK FACTORS

We will require additional capital in the short term to remain a going concern.

We will require substantial short term outside investment on a continuing basis
to finance our current operations and any limited capital expenditures
identified to protect existing investments. Since inception, we have generated
limited revenues and have incurred substantial expenditures. We expect to
continue to experience losses from operations while we develop our business
activities. In view of this fact, our auditors have stated in their report for
the period ended September 30, 2004 that our ability to meet our future
financing requirements, and the success of our future operations, cannot be
determined at this time. In order to finance our working capital requirements we
are negotiating equity investments, but there can be no assurance that we will
obtain the required capital or that it will be obtained on terms favorable to
us. If we do not obtain short term financing we may not be able to continue as a
viable concern. We do not have a bank line of credit, other than a small
facility held by our Israeli subsidiary, and there can be no assurance that any
required or desired financing will be available through bank borrowings, debt,
or equity offerings, or otherwise, on acceptable terms, if at all. If future
financing requirements are satisfied through the issuance of equity securities,
investors may experience significant dilution in the net book value per share of
common stock.

BUSINESS AND ORGANIZATION

Universal Communication Systems, Inc. (collectively the "Company", "us" or
"we"), prior to 2003, was engaged in activities related to advanced wireless
communications, including the acquisition of radio-frequency spectrum
internationally. Currently, our activities related to the advanced wireless
communications are conducted only by our investment in Digital Way, S.A., a
Peruvian communication company and former wholly owned subsidiary. We currently
hold a twenty seven percent interest in Digital Way, S.A., however, due to a
lack of cooperation from their management, our financial results do not include
our interest in their activities. Management is actively seeking a buyer for our
interest in Digital Way, S.A.

We currently have four channels of activity, three of which are conducted by
separate wholly owned subsidiaries. Air Water Corporation, ("AirWater") a
Florida corporation formed in March, 2003, has been established to design,
manufacture (utilizing contract manufacturing organizations) and market systems


                                       7
<PAGE>

that perform water extraction from air. Millennium Electric T.O.U. Ltd.,
("Millennium") an Israeli company, acquired September, 2003, specializes in the
development and installation of solar power systems worldwide, primarily to
government and industrial users. Solar Style, Inc. USA and Solar One, Inc.,
(collectively, "Solar") both Florida corporations with offices in Baltimore,
Maryland, manufacture (subcontracted to third parties) and market portable
photovoltaic cells ("PV cells") in leather cases for consumer electronic
products. Solar was formed to source the manufacturing and to market the product
line of photovoltaic consumer energy panel products designed by Solar Style,
Ltd., a wholly owned Israeli subsidiary. Solar is offering PV Solar Chargers for
a wide range of products, including Solar Chargers for Laptop computers, "PDA"
devices, portable CD players, as well as a wide range of cellular phones.
Lastly, we have recently become involved in the marketing of a pilotless
reconnaissance aircraft product, manufactured by BlueBird Aeronautical Company,
an unrelated company.

AirWater's initial action was to obtain licensing rights to the technology. To
that end, we formed AirWater Patents, Inc. who currently holds the acquired four
patents we received under an agreement dated March 24, 2003, relating to this
technology, from J. J. Reidy & Company, Inc. of Holden, Massachusetts. Under the
terms of the global marketing and licensing agreement, we paid $100,000 in cash
and 4 million shares of restricted common stock, along with an advance of
$10,000 per month for a twelve month period against royalties. The royalty
advance payments concluded October 31, 2004. We are still obligated to pay a
royalty payment of between 5 to 7.5% on all sales of equipment which uses the
patented technology. The total payment under the agreement was valued at
$420,000. In January 2005, we received a termination notice from J. J. Reidy &
Company, Inc., the patent holders, indicating that the Global License Agreement
that was entered into in March 2003, was breached. We have filed an action in
the US District Court for the Southern District in Florida in response and we do
not anticipate an impact on our revenue or operations from this dispute. This is
further described in Part II item 1, Legal Proceedings. At this time, and
pending resolution of the issues, no royalty or other payments are being made.

OUTLOOK

We will require short-term outside investment on a continuing basis to finance
our current operations and capital expenditures. If we do not obtain short term
financing we may not be able to continue as a viable concern. Although our
Israeli subsidiary has a bank credit line, Universal Communication Systems, Inc.
does not have a bank line of credit and there can be no assurance that any
required or desired financing will be available through bank borrowings, debt,
or equity offerings, or otherwise, on acceptable terms. If future financing
requirements are satisfied through the issuance of equity securities, investors
may experience significant dilution in the net book value per share of common
stock.

Beginning in March 2003 we pursued various consulting, marketing and sales
agreements. The activities covered by these agreements include, product design,
electrical and mechanical engineering, systems integration, research and
development, conceptual designs, global contacts, mergers and acquisitions,
product and company publicity, marketing, sales and general business consulting.
Our plan for development of the AirWater and photovoltaic product lines call for
utilizing outside consultants and agents to assist and/or perform the
manufacturing, marketing, sales and integration of our products to the end
users.

In certain global areas where electricity and/or gas power sources are either
not available or in short supply, there is a need for a power alternative to
conventional sources. In 2003 the acquisition of Millennium was consummated to
fulfill this technological need of providing photovoltaic ("PV") Electric Energy
to provide the necessary power for the air-water system.

Millennium and its president, Mr. Ami Elazari, operate in the forefront of the
high technology field of solar energy, solar panels, and solar powered consumer
products. Millennium and Mr. Elazari are the holders of more than 21
international patents relating to both PV and solar energy systems and products.

                                       8
<PAGE>

INTERNATIONAL SALES AND MARKETING

We are focusing our sales efforts in the European, African, Middle Eastern and
Asian government and industrial markets for the AirWater and Millennium product
and service offerings. Solar is targeting the North American and European
consumer markets. Our sales strategy is to engage independent sales consultants,
who are commission based, and thus create a more extensive marketing and
networking program than that which could be achieved using an employee based
salesforce alone.

Since we commenced marketing AirWater machines and systems, we have made inroads
into many international markets. We are concentrating our sales and marketing
efforts on making large "country sized" sales to governments, federal and local
authorities, as well as to international aid agencies. We recognize that because
of the complexity of the product, the sales cycle of the AirWater products and
systems are somewhat longer than was previously projected. However, management
remains confident that sales will continue to grow in 2005 and 2006.

ACTIVITIES OF AIR WATER CORP

The Tsunami Disaster in South East Asia struck December, 2004. This primarily
affected the countries of Thailand, Indonesia and Sri Lanka as well as parts of
India.

In the days following the Tsunami Disaster, we announced that we were donating
several Air Water machines for immediate dispatch to the region. During the
months of January and February, we manufactured about 20 machines for relief
work, but we were only able to ship thirteen of those machines due to
constraints in the receiving countries. We shipped two machines to Thailand, ten
to Sri Lanka, and one machine to India. In recognition of our commitment, we
have retained the remaining 7 machines in storage for use in future disaster
needs. In addition, we purchased 12,500 Water Bags and other needed equipment,
and air shipped all the machines and associated equipment to the various
countries.

The donated machines in Sri Lanka were received by the Prime Minister on behalf
of the government, and were deployed in various disaster relief areas. In
Thailand, the Government took possession of the 2 machines sent there, and
deployed the machines in the disaster affected areas.

In Sri Lanka, we donated several machines to the relief camps operated by
ISRAAID, a relief agency from Israel. The machines were primarily used to
produce water for food preparation in the camps operated by volunteers. In one
such camp, the machines contributed to the production of about 5,000 meals per
day for the victims of the disaster. In other areas, we have placed machines
which we operate, to provide much needed fresh drinking water to the local
populace. These arrangements and services were provided by Air Water Lanka
Limited, the local distributor of Air Water machines and services.

We have sold machines in container loads to Australia, Sri Lanka, USA, and
Thailand. In addition, we have sold sample machines to many countries worldwide,
indicating a significant increase in global interest in our machines.

In addition, this past January, Millennium donated 1,000 portable Solar Chargers
to international aid workers, spread throughout the disaster areas. These Solar
Chargers are ideal for re-charging mobile / cellphones and other digital
electronic machines in areas where there is little if any electric power.

                                       9
<PAGE>

We have received letters of commendation as well as appreciation from the
Governments of both Sri Lanka and Thailand. During the period January - March
2005, customer orders were received for 140 Air Water Machines for Australia, an
order for 270 Air Water machines for Sri Lanka and an order for 120 machines for
a customer in Texas. We also received an order for 130 machines for a new
customer in Thailand. These AirWater SOHO styled machines were made in our
contracted production facilities in China and shipped to the destinations in
sealed containers.

During January 2005, AirWater received an order for 140 Air Water Machines for
Australia. Under an agreement with the buyer, we received 50% of the amount of
this sale in cash and the balance as a 30% equity share in the Licensee's
company, AIR-WATER INTERNATIONAL PTY LTD. As of June 30, 2005, while we have
received an acknowledgment and agreement for the share equity transaction, we
have not received the share certificate. We have included $25,000 in other
assets as the estimated value of the equity shares to be received. We anticipate
receiving the stock certificate in the fourth quarter of this fiscal year.
Because the transaction is not complete, none of this company's results of
operations are included in the accompanying financial statements.

We have received inquiries and orders for sample AirWater machines during the
period January through March, 2005. We have received inquiries for orders for
various models of our range of machines from Spain, Germany, Dubai, Panama,
India, Nigeria, Singapore, Jordan and Oman. In addition, we believe interest in
the larger models of AirWater machines is growing and government officials from
several countries have been discussing the potential purchase of these machines
for possible deployment in rural areas and (drinkable) water starved villages in
various third world communities.

We have received an order for 340 machines for delivery to Greece. We anticipate
delivery of this order in the fourth quarter of this fiscal year.

The increased activity in both initial inquiries and sample order requests for
our AirWater machines has bolstered our belief that our business plan and
marketing model will place us in a position as one of the leaders in the new
business of Air to Water technology, machines and systems.

Our subsidiary, Air Water Corporation, recently released a short film on its
activities in Sri Lanka as well as information on the production of AirWater
machines. This film may be accessed on line by visiting our web address and
clicking on the applicable link. On either www.ucsy.com or www.airwatercorp.com.

Air Water Corp continues to develop new technologies in the field of water from
air extraction. In particular, we have focused on the need to reduce the amount
of electric power required by the air water machines. To this end, we have
recently developed, in conjunction with a Chinese group, a unique wind power
generator for use with the air water machines. A patent application has been
filed in relation to this wind power generating system. The patent is currently
pending.

In addition, we are currently developing a new wave of water from air machines.
It is anticipated that these latest new high tech machines will further expand
our market share, and secure a leading position for us in this fast growing
industry.

We have seen a large growth of interest from entities from around the world,
relating to the air to water business. From what started out a couple of years
ago as a `'trickle" of interest, and hardly no business, has now developed into
a major international industry, with new customers arriving almost daily to
acquire both the machines and the technologies. While we do not have global
statistics regarding the scale of the business and its growth rate, we remain
confident that we hold a leading position so far, and will strive to continue to
maintain this.

ACTIVITIES OF ATMOSPHERIC WATER TECHNOLOGIES INC

NEW BUSINESS IN INDIA

Our subsidiary, Atmospheric Water Technologies, Inc. ("AWT") entered into
a License Agreement with Watermaker (India) PVT Limited, ("Watermaker") of
Mumbai India in the first quarter of our fiscal year. Under the terms of the
agreement, Watermaker is obligated to pay a License Fee of $100,000 for the
exclusive rights to manufacture and / or market a range of Air Water and
Watermaker branded machines in all of the Indian sub-continent. AWT has received
the first payment of $10,000 under the agreement. Although the balance of the
Licensing Fee was to be paid over a period of 18 months, we have only received
the initial payment.

India, with a population of about 1.3 billion people, is a large country that
has serious and immediate water needs, and our plans are to secure a major share
of this growing marketplace. In addition, we are working together with
Watermaker to place a prototype special purpose and unique air water machine
with the Indian Army.

Watermaker has engaged a manufacturer in India, and together they have produced
a new Air to Water Machine named the WM 50-75. This WaterMaker branded machine
can produce between 50 to 75 liters of clean drinking water daily. It is
intended that this machine will be sold mainly in the Indian marketplace.

Most recently, Watermaker announced the first sale of Watermaker branded
machines to the Indian Government Border Security division. It is anticipated
that this first order is the beginning of substantial purchases by this group.

In July 2005, we received an order for 126 SOHO type machines from Watermaker.
These machines will be made in our contracted facilities in China.

                                       10
<PAGE>

LISTING ON FOREIGN EQUITIES EXCHANGE

On December 1, 2003, we obtained a listing on the Berlin Exchange in Germany. We
were assigned the trading symbol "UCV." We have engaged the services of the
Geneva Group, an organization with expertise in marketing and corporate
promotions, to bring to the German investor market an awareness of our business,
as well as an awareness of our stock listing on the German exchange. We have
been advised that we do not have any regulatory filings in connection with this
listing beyond what is required for our United States securities filings.

OVERSEAS AND SUBSIDIARY OFFICES.

In line with marketing and sales needs of AirWater and PV Solar Products, we
conduct sales efforts through strategic arrangements with local entities in
Paris, France from which we concentrate our African efforts. In addition, we
have set up representation in Australia, Mexico, Brazil, Sri Lanka, Morocco and
China. As previously reported, Solar has set up offices in Baltimore, Maryland
for the sales and marketing of Solar Products and Systems.

NEW BUSINESS SEGMENT

In late December, 2004, as previously reported, we established a "Security
Products Division" after completing the negotiation for international marketing
rights for a range of unmanned aerial vehicles ("UAV") or Pilotless Planes and
related technologies.

With the growing global need for high-tech security-related products, we see an
opportunity to get involved in that industry. Through our marketing partners
E.T.I , Electro Tech International Ltd (www.e-t-i.co.il), we were introduced to
BlueBird Aero Systems Limited (www.bluebird-uav.com), designers and
manufacturers of a unique range of UAV Pilotless Planes. Their products are
perfectly suited for use with the US Military, Law Enforcement Agencies, INS,
DEA and other US and worldwide government agencies whom we are currently
approaching for our AirWater products. A marketing and product brochure is
available on our web site. We are continuing our sales and marketing efforts,
and have received serious interest from several overseas customers.

We have incorporated in Florida, a wholly owned subsidiary, MISA WATER PRODUCTS
LIMITED, for the purposes of establishing a "water from air" bottling plant
operation overseas. In the initial phase, it is anticipated that the plant will
produce about 36,000 bottles of clean, clear, pure, filtered and mineralized
water. We are moving into this business segment to further establish our
corporate identity and our range of products and services.

                                       11
<PAGE>

We are planning for the new 'water from air' bottling plant (which may be
considered the World's first such facility), to be located in the eastern
Mediterranean, and we further expect that once the first plant is in production,
more bottling plants similar to this prototype, will be licensed to other areas
and countries / corporations who recognize the need and growth potential of such
facilities.

ACTIVITIES OF Millennium

Millennium concluded an agreement and entered into a sale and distribution
agreement with Prom Sol Enrg., a well established Spanish company operating in
the energy field. The agreement calls for the installation of ten rooftop,
grid-connected 100 kW PV Solar Energy Systems using our patented,
state-of-the-art photovoltaic technology. This first agreement calls for an
initial payment of $320,000 for the first phase, which is a 50 kW system
installation. In addition, Prom Sol Enrg. has contracted to purchase $50,000 in
value for a container of PV Solar Products. Under the terms of the agreement,
Millennium will install its patented Multi Solar System (MSS) in a private area
on the shores of Spain. This is part of a broader agreement with the local
Spanish company which is a division of the Goldman Group (a group of companies
operating in Europe, and originating from Kazakhstan and Russia), that will be
expanded up to a total of a 1 MW PV grid-connected system in Spain, valued at
Euro 6 million. The first power station under this agreement is for 38.4 kW
located in Alicante. The second power station is for 300 kW, ground mounted
grid-connected solar PV power station located near Madrid. And the third, also
located near Madrid is for a roof-mounted 750 kW PV solar power station.

Millennium entered into and signed a Strategic Collaboration Agreement with the
Israeli "Technion" based in Haifa, Israel, to co-operate jointly in research and
development activities in the fields of energy, water treatment and
environmental issues. The strategic collaboration involves, along with other
matters, common proposals in the submission to relevant calls in the EC
(European Commission) Framework Program, and initiation of Programs within the
Israeli Industrial Academic Research Framework. The Agreement was concluded with
Alex Gordon, head of the liaison office of the Technion R&D Foundation Ltd. We
have submitted an application for funding in the fields of energy, water
extraction from air, as well as water treatment, and other environmental
projects. These applications and submissions have been made to the Commission
for the European Community, (http://europa.eu.int) in the framework of the
Cooperative Research Program, for ongoing development within the framework of
the FP6, and FP7 European Commission R&D projects. These projects, in a range of
Euro 3.5 Million, also include several other European participants and will once
again be coordinated by Millennium, the exclusive holders of the International
Patents, as well as the relevant Technologies and other Applications.

The objective of this collaboration agreement is to further develop our
world-class Millennium brand of ideas, products and patented technologies, and
continue to move in the direction of the solar industry which is Building
Integrated Photo-Voltaic Energy Production Systems, by developing a new
generation of advanced PV Solar Panels that will be capable of being integrated
into any type of building, to serve as different structural elements whether as
roof tiles, windows or even facades. To date, over 600 such Systems have been
successfully installed in Israel and around the world and have been working
successfully for over 13 years. This new collaboration agreement with the Haifa
Technion and the European Commission will help move this technology into the
next phase, and bring the next generation of 'Green Energy' to the world
industry and beyond. We believe that this new agreement will open the door for
us to many new Solar Energy markets.

In April 2005, Millennium Electric, announced that an agreement had been signed
with Azur Solar (UK) Ltd. (www.azure-solar.co.uk), granting them distribution
for the UK market for the range of Millennium Brand PV Solar Panels and related
products. In addition, the agreement calls for Azur Solar to purchase up to $15
million in value of PV Solar Energy Panels for the UK market during 2005. This
agreement is an endorsement of the high quality of Millennium Brand PV Solar
Energy Panels.

Millennium has also signed a Strategic Distribution Agreement with Heliocol USA
to market and sell Millennium products in the U.S. and North American markets.
Heliocol is one of the largest distributors of solar systems in the U.S. with
over 220 sales agents throughout the U.S. (http://www.heliocol.com
http://www.heliocol.com). Already, Heliocol has placed an initial order of 3000
160-watt PV panels valued at $1.8M. It is anticipated that half the order will
be supplied by year end 2005 and the balance at the beginning of 2006.

Millennium continues to work closely with its German distributor Maass Energien
to supply high quality Millennium Brand PV Solar Energy Panels to the German
market. Millennium brand panels are installed in over 200 sites throughout
Germany.

Kibbutz Ein Harod, in Israel has signed a Letter of Intent with Millennium for
the installation of Millennium's unique patented Multi Solar PV Systems to be
installed on 120 homes in the Kibbutz, a unique project of national importance
for the solarization of the Kibbutz's homes and communal buildings.

Chromagen, Limited of Israel has signed a Letter of Intent with Millennium
regarding collaboration for the manufacture, marketing and distribution of
Millennium's Multi Solar Systems worldwide (http://www.Chromagen.biz).

ACTIVITIES OF SOLAR STYLE INC

Solar Style announced the launch of a new range of Patented PV Solar Chargers
for the consumer electronics market in May. The new products are all fitted with
new, exclusively developed "Battery On Board" (BOB) technology, enabling the
consumer to apply "charging" to his/her electronic device 24 hours per day, all
year round. The entire range of products is designed to operate both in
sunlight, and indoors.

The new range of PV Solar Charger products are manufactured by more than 7
separate factories in China and Hong Kong, and are finally assembled in a
blister display packaging for easy distribution to international retailers.

                                       12
<PAGE>

In addition, all of our Solar Charger products are now available for online
purchase at our new website, www.solarstyleinc.com The website went online in
May, 2005. Solar Style's PV Solar Chargers are patented in the U.S., Canada and
in select countries around the world. In Late June 2005, and in order to further
promote our products and seek global sales and distribution, we engaged the
consulting services and appointed Mr. Robert Grossman of Toronto, Canada as the
President of Solar Style. Mr. Grossman has many years of sales and marketing
experience. Full details of Mr. Grossman's resume were issued in a press release
in June.

Our business plan for Solar Style anticipates substantial sales both in the
North American markets and in strategic markets around the world in the next few
years. We anticipate rapid growth in this area through innovative products
coupled with smartly packaged retail offerings distributed through direct web
sales and leading chain retailers.

ACQUISITION OF GIROSOLAR

We continue our due diligence investigations in relation to the acquisition of
GiraSolar BV of Holland. The transaction and final agreement documents were
originally entered into in March of 2004. The acquisition shares were placed in
escrow pending formal exchange.

RESULTS OF OPERATIONS

Results Of Operations, For The Three Months and Nine Months Ended June 30, 2005
Compared to the Three Months and Nine Months Ended June 30, 2004.

Revenues for the three months ended June 30, 2005 compared to the same period
ended June 30, 2004 decreased $175,582, from $220,529 in 2004 to $44,947 in
2005. These sales were entirely from our Millennium operations, and the decrease
resulted from timing of contract completions. Revenues for the nine months ended
June 30, 2005 compared to the nine months ended June 30, 2004 increased $446,235
from $449,856 to $896,091. The increase resulted from Millennium's contract
completions and sales in Airwater equipment.

Cost of sales totaled $63,667 for the three months ending June 30, 2005 and
$250,051 for the three months ending June 30, 2004. For the nine months ended
June 30, 2005 and 2004, cost of sales totaled $856,134 and $275,221,
respectively. Although cost of sales were higher comparatively in 2005 versus
2004, this resulted from freight and production costs of the air water systems,
whose sales and manufacturing was relatively new during those periods.

Operating expenses for the three months and nine months ended June 30, 2005
amounted to $885,884 and $2,720,922, respectively, compared to $779,140 and
$2,264,284 for the three months and nine months ended June 30, 2004. For both
periods, these expenses were primarily sales and marketing costs, consultants
and professional fees.

Interest expense decreased $15,720 from $45,342 for the three months ended June
30, 2004, to $29,622 for the three months ended June 30, 2005. For the nine
months ended June 30, 2005 and 2004, interest expense increased $12,915 from
$275,417 to $288,332, respectively. The decrease resulted from the conversion by
the bondholders of a portion of their debt to common stock during the period and
the increase resulted from a settlement on past due interest penalties with one
of the bond holders.

Net losses for the three months ended June 30, 2005 were $(911,152), as compared
with $(821,596) for the three months ended June 30, 2004. Net losses for the
nine months ended June 30, 2005 were $(2,992,713), as compared with $(2,531,012)
for the nine months ended June 30, 2004. The increases in net losses are
primarily attributable to increased marketing and consulting activities with
respect to the air water product lines.

                                       13
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

On June 30, 2005, our cash position was $59,832 compared to $453,134 at
September 30, 2004. Cash used in operating activities for the nine month period
ending June 30, 2005, compared to the nine months ending June 30, 2004 were
$(1,951,458) and $(1,345,054) respectively. The primary use of these funds
resulted from operating losses and increase in inventories. Cash provided by
financing activities for the nine month periods ending June 30, 2005 and 2004
were $1,571,226 and $1,603,923 respectively. For both periods, these amounts
were derived from the sale of common and preferred stock and, in 2005, the sale
of convertible notes.

While sales are being developed, current operating cash is being provided by
loans and the sale of preferred and common stock. The company has had a working
capital deficit for an extensive period of time. If management is unable to
continue raising funds through stock sales and loans, we may not be able to
continue as a viable concern. Other than the small line of credit held by
Millennium, we do not have a bank line of credit and there can be no assurance
that any required or desired financing will be available through bank
borrowings, debt, or equity offerings, or otherwise, on acceptable terms, if at
all. If future financing requirements are satisfied through the issuance of
equity securities, investors may experience significant dilution in the net book
value per share of common stock.

Our Chairman and President, Michael Zwebner, both personally and through his
related foreign financial companies and contacts, has continued to provide cash
funding for our and our subsidiary's working capital needs, pursuant to his
non-binding commitment previously reported.

We do not have any off-balance sheet arrangements.

ITEM 3.  EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our Chief Executive Officer,
Mr. Michael J. Zwebner and Chief Financial Officer, Mr. Curtis Orgill, we
carried out an evaluation of the effectiveness of our disclosure controls and
procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as of June 30, 2005 (the "Evaluation Date").
Based on that evaluation, our Chief Executive Officer and Chief Financial
Officer have concluded that as of the Evaluation Date, our disclosure controls
and procedures were effective to provide reasonable assurance that the
information required to be disclosed in our reports filed or furnished under the
Exchange Act are recorded, processed, summarized and reported, within the
periods specified in the SEC's rules and forms. We believe that a controls
system, no matter how well designed and operated, cannot provide absolute
assurance that the objectives of the controls system are met, and no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within a company have been detected.

There have not been any changes in our internal control over financial reporting
during the fiscal quarter ended June 30, 2005 that have materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.

                                       14
<PAGE>

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

On August 26, 1999, we filed suit against Credit Bancorp, in U.S. District Court
in San Francisco, regarding improprieties on the part of Credit Bancorp relating
to a loan. The case was settled on October 11, 1999. As part of the settlement
agreement, Credit Bancorp agreed to convert the original loans granted to us to
a convertible debenture in the amount of $740,000. On October 11, 1999, we
issued a convertible unsecured debenture for $740,000 to Credit Bancorp in
settlement of this obligation. The terms of this convertible unsecured debenture
are 7% interest per annum payable, semiannually on the last day of February and
September, with the principal due September 30, 2002. All amounts of unpaid
principal and accrued interest of this debenture are convertible at any time at
the conversion price of $1,600 per share of unregistered, restricted shares of
our common stock. Credit Bancorp had agreed to convert principal and accrued
interest owing on the debenture into 463 shares of our common stock.

In November 1999, the SEC filed suit against Credit Bancorp alleging violations
of various securities laws in connection with its actions in relation to us and
others, and seeking various forms of relief including disgorgement of its
illegal gains. A receiver has been appointed to administer the affairs of Credit
Bancorp. We have been informed that the appointed receiver denies that such a
conversion request was made and that the principal amount and accrued interest
of the debenture are due. We currently carry the 483 share obligation in our
equity under escrowed shares. No provision for the debenture and accrued
interest have been made in our financial statements, as we believe the
receiver's claim is unfounded and the company will prevail. During the current
reporting period, there have been several exchanges between us and the receiver,
however, the matter remains unresolved at June 30, 2005.

On August 7, 2003, Electric Gas & Technology of Dallas, Texas ("ELGT"),
published a press announcement claiming that a complaint and $60 million lawsuit
had been filed in Federal court in Texas. Their press release stated that we had
infringed on their patents. We filed a counter claim in the United States
District Court, Southern District of Florida, case number 03-22196-Civ-Seitz,
disputing ELGT's claims of patent infringement and as a result of statements
published in their press releases, we included in our complaint $118 million in
damages.

On November 24, 2004, a settlement agreement was reached calling for:

         1) a stipulation for the entry of a "Consent Judgment" in favor of our
            subsidiary, AirWater Corporation and UCSY, jointly, and against
            Atmospheric Water Technology, Inc. ("AWT") in the amount of $5
            million,

         2) the payment by ELGT of the amount of $25,000 in cash to us, and

         3) the issuance of 150,000 shares of ELGT's restricted common stock
            ("Shares").

These shares are restricted from transfer or sale for a one year period. ELGT
has a right to purchase those shares from us for a one year period from the
agreement date at a price of $0.50 per share. In the event ELGT does not
exercise its right of purchase, upon the expiration of the one year period the
shares will become free trading and unrestricted. The 150,000 shares of ELGT's
common stock represents 2.1 percent of ELGT's total outstanding common stock.

It was further agreed, that after the stipulation for the entry of the "Consent
Judgment", ELGT was to assign to us all of ELGT's equity ownership interest
(i.e. shares of stock or otherwise) in AWT. This includes all ELGT and AWT's
rights, title and interest in U.S. Patent No. 4,255,937 and all title and
interest in U.S. Patent No. 5,553,459. This transfer to UCSY and AirWater is
equal to 92% of the outstanding stock (controlling interest) of AWT and includes
all patents held by AWT, as well as all the appertaining Patents, Trademarks and
Licenses.

In January 2005, we received the stock (92%) of AWT. we received AWT with no
assets or liabilities, other than the rights, title and interest in the patents
noted above.

                                       15
<PAGE>

In June 2004, we filed a lawsuit in Miami District Court against Lycos, Inc, and
its parent Terra Networks, Inc, and a business segment, Raging Bull, for $300
million. The lawsuit relates to charges for commercial fraud, Cyberstalking and
illegal and unauthorized use of the company's commercial name and logo. The
defendants filed various motions to remove the cases out of Florida to
Massachusetts, which the Florida courts agreed to. As of August 9, 2005, the
litigation has now been moved to Boston Massachusetts where a federal judge has
been appointed to this case for further consideration and trial. A date for
further hearing has been set for the end of September 2005.

In a related but separate action, we filed a civil "RICO" (Racketeering
Influenced Criminal Organization) lawsuit in the Circuit Court for the 11th
Judicial Circuit, Miami-Dade County, Florida against a number of related
defendants including RipOffReport.com, BadBusinessBureau.com et al., seeking
money damages for our losses as a victim of the defendants' "RICO" conduct and
for other improper activities. The lawsuit names a number of defendants who have
and are continuing to allegedly operate a Criminal Racketeering Enterprise
against our organization and our directors and staff, as well as unnamed John
Does 1-25.

Our lawsuit alleges that the defendants associated in a Racketeering Enterprise
and conducted or participated, directly or indirectly, in such enterprise
through a pattern of racketeering activity consisting of a scheme to defraud,
lure, obtain, extort monies by means of fraud, misrepresentation, pretenses, and
material omissions through false and misleading practices, and to defame and
violate our legal rights through a pattern of criminal activity or a pattern of
racketeering activity including the use of telecommunications, mail, wire
communications as prescribed by 18 U.S.C. Sec. 1341 and Sec. 1343, 18 U.S.C.
Sec. 1962, and F.S. Sec. mail fraud, wire fraud. At June 30, 2005, the
defendants are fighting jurisdiction, and the case is still pending in the
court. As of August 9, 2005, this matter is still awaiting a court ruling as to
jurisdiction.

On January 14, 2005 we filed a law suit in the U.S. District Court, Southern
District of Florida (Miami), (Docket #05-CV-20047), against Turner Broadcasting
System, Inc., Cable News Network, Inc. "CNN" and Wolf Blitzer for $100 million.
The law suit has been brought for defamation under Florida law. CNN attorneys
have contested this case, filed various motions, and the judge closed the case
in March 2005. We have however filed various appeals, and the case is still
pending decisions of the higher courts. Relating to this matter, we issued a
press release inviting any shareholder who had trading losses in our stock
during the period Novermber 1, 2001 through the present, to join in our filing
of a class action suit against Lycos, et al. There have been no developments on
this case.

In January 2005, we received a termination notice from J.J. Reidy & Company, the
AirWater patent holders allegedly terminating the Global License Agreement that
was entered into in March 2003, alleging Breach of Contract. The company has
filed an action in the U.S. District Court for the Southern District of Florida
(case no. 05-20650-CIV-Jordan/Klein), seeking Declamatory relief from the court,
determining its rights, status and legal relations as well as Money Judgment
against J.J. Reidy & Company. Meanwhile, J.J. Reidy & Company had already made a
court filing in Boston Massachussetts, in December 2004, (even prior to issuing
the notice of termination) in an effort to claim jurisdiction. We have filed
several motions with the Boston court contesting jurisdiction, and the matter is
now currently in review by the courts. No provision has been made in our
financial statements, as we believe the claim is unfounded and the company will
prevail. Pending resolution of the court proceedings, we have discontinued
royalty or any other payments to JJ Reidy. By recent court ruling, all discovery
has been stayed pending the courts ruling in relation to jurisdiction.

On January 21, 2005, we filed a lawsuit against James Coughlin, internet alias
"IrishJim44," for claims totaling $18 million. The lawsuit has been filed in
Federal Court in the Southern District of Florida. The claims are for defamation
against the company and the chairman Michael Zwebner, as posted on the internet.
The defendant filed a Motion to dismiss citing lack of jurisdiction in Florida.
In April 2005, the court dismissed the case citing the reason of lack of
personal jurisdiction over the defendant. The company is appealing the decision,
based on new evidence (affidavit of third party) showing the defendant was
employed in Florida and therefore the court should reverse its decision. The
Florida court denied the request for further consideration. We have now re-filed
the lawsuit in the federal court of San Diego California. The matter is
currently sub-judice in the federal court.

We had earlier filed a law suit against 2 Internet posters in state court in
Miami Florida claiming the defendants use of tortuous speech to interfere with
the Company's business interests and its business affairs. As a result of the
action, and the failure of either of the 2 defendants to appear in court,
we obtained a default order and subsequently a default judgment. During this
reporting period, one of the defendants appeared in court by phone, and
subjected himself to the court's jurisdiction. He then filed several motions
both to dismiss and to vacate the default judgment and also filed to cancel the
permanent injunction. These motions were denied by the court, but the Permanent
Injunction was altered to be a Temporary Injunction, pending further resolution
of the case. During the proceedings, LYCOS INC filed a motion to insert
themselves into the case as an Intervenor. This was allowed by the Judge.
Further motions by LYCOS to attempt to dismiss both the case and to vacate the
injunction were denied by the court.

In June 2005, we were served with a law suit filed in San Francisco state court
claiming $77,000 in back pay due to Douglas Haffer, the previous President of
the company. We have defended the action. We do not believe there are any merits
to this claim.

                                       16
<PAGE>

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Sales of Unregistered Securities
--------------------------------

We have issued and sold unregistered securities that have not previously been
reported as set forth below. An underwriter was not utilized in any of these
transactions. The recipients of securities in each transaction represented their
intention to acquire the securities without a view to distribution. All the
issued securities were restricted securities under Rule 144, Reg. D or Reg. S
regulations, and appropriate restrictive legends were affixed to the securities
in each transaction. All sales of securities were to accredited investors in
private placements, and accordingly all of the sales complied with Section 4(2)
as well as 4(6) of the Securities Act of 1933.

On June 17, 2005, we issued 8,936,650 shares of common stock under private
placement subscriptions at various prices ranging from $0.0195 to $0.0255 per
share. These securities were issued in a transaction exempt from registration
under the Securities Act of 1933 in reliance on Sections 4(2) and 4(6) of the
Securities Act of 1933.

Other Securities Transactions
-----------------------------

Pursuant to the April 14, 2000 Securities Purchase Agreement (the 4% convertible
debentures) and the March 29, 2001 Securities Purchase Agreement (the 8% Senior
Secured Convertible Debentures), the investors converted $157,500 of debentures
into 6,300,000 shares of the Company's common stock on April 5, 2005, at $0.025
per common share.

                                       17
<PAGE>

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

(a) The following exhibits are included herewith:

Exhibit 31.1 - Certification of Chief Executive Officer of Universal
Communication Systems, Inc. required by Rule 13a-14(1) or Rule 15d-14(a) of the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.

Exhibit 31.2 - Certification of Chief Financial Officer of Universal
Communication Systems, Inc. required by Rule 13a-14(1) or Rule 15d-14(a) of the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.

Exhibit 32.1 - Certification of Chief Executive Officer of Universal
Communication Systems, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 and Section 1350 of 18 U.S.C. 63.

Exhibit 32.2 - Certification of Chief Financial Officer of Universal
Communication Systems, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 and Section 1350 of 18 U.S.C. 63.

(b) The Company filed the following reports on Form 8-K during the quarter for
which this form is filed:

None

                                       18
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date:  August 24, 2005            UNIVERSAL COMMUNICATION SYSTEMS, INC.


                                  /s/ MICHAEL J. ZWEBNER
                                  ----------------------------------------------
                                  Michael J. Zwebner
                                  Chief Executive Officer, Chairman of the Board

                                       19