U.S. SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

______________

AMENDMENT NO. 1

TO

FORM 10-QSB

______________

ý

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

For the quarterly period ended: June 30, 2006

 ̈

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 Industrial of
incorporation or organization) | (Primary Standard
Identification No.) | (IRS Employer Classification
Code No.)

MICHAEL J. ZWEBNER
407 Lincoln Rd, Suite 12F
Miami Beach, FL 33139

(Address of principal executive offices)

(305) 672-6344

(Issuers telephone number)

N/A

(Issuers former 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  ý    No   ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes   ̈    No  ý

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 14, 2006
|Common Stock, $.001 par value |  | 404,797,675                      

Transitional Small Business Disclosure Format:  Yes  ̈    No ý







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This Form 10-QSB/A (Amendment No. 1) amends the Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 2006, as filed on August 21, 2006, which was inadvertently filed.

All changes are summarized below:

|                                               |               |            |  |   |        
|---------------------------------------------- | ------------- | ---------- |  | - | -------
|Condensed Consolidated Balance Sheet - Changes |               |            |  |   |        
|                                               | June 30, 2006
|As Originally
Filed                            |               | As Amended
|Current Assets:                                |               |            |  |   |        
|Marketable Securities                          | $             | 316,000    |  | $ | 216,000
|Note and accrued interest receivable           | $             | 148,653    |  | $ | 248,653



|                                                         |                                  |           |                                 |   |                      |  |            |            |   |   |            |  
|-------------------------------------------------------- | -------------------------------- | --------- | ------------------------------- | - | -------------------- |  | ---------- | ---------- | - | - | ---------- | -
|Condensed Consolidated Statement of Operations - Changes |                                  |           |                                
|                                                         | Three Months Ended
June 30, 2006 |           | Nine Months Ended
June 30, 2006 |  
|                                                         | As Originally 
Filed             |           | As Amended                      |   | As Originally 
Filed |  | As Amended |           
|General and administrative                               |                                  |           |                                 |   |                      |  | $          | 1,780,848  |   | $ | 1,855,848  |  
|Operating loss before other income and expenses          |                                  |           |                                 |   |                      |  | $          | (2,028,764 | ) | $ | (2,103,764 | )
|Other income and expenses:                               |                                  |           |                                 |   |                      |  |            |            |   |   |            |  
|Gain on disposition of subsidiary                        | $                                |          |                                 | $ | 1,375,742            |  | $          |           |   | $ | 1,375,742  |  
|Gain on sale of marketable securities                    |                                  |           |                                 |   |                      |  | $          |           |   | $ | 75,000     |  
|Income (loss) from continuing operations                 | $                                | (755,156  | )                               | $ | 620,586              |  | $          | (2,196,506 | ) | $ | (820,764   | )
|                                                         |                                  |           |                                 |   |                      |  |            |            |   |   |            |  
|Gain on sale of property & equipment                     | $                                | 1,375,742 |                                 | $ |                     |  | $          | 1,375,742  |   | $ |           |  
|Income (loss) from discontinued operations               | $                                | 2,254,691 |                                 | $ | 878,949              |  | $          | 1,970,313  |   | $ | 594,571    |  
|                                                         |                                  |           |                                 |   |                      |  |            |            |   |   |            |  
|                                                         |                                  |           |                                 |   |                      |  |            |            |   |   |            |  
|Earnings (loss) per share Basic and diluted:             |                                  |           |                                 |   |                      |  |            |            |   |   |            |  
|Income (loss) from continuing operations                 | $                                | 0.00      |                                 | $ | 0.0017               |  | $          | 0.00       |   | $ | (0.0025    | )
|Income (loss) from discontinued operations               | $                                | 0.00      |                                 | $ | 0.0025               |  | $          | 0.00       |   |   | 0.0018     |  
|Net income (loss) per common share  basic and diluted   | $                                | 0.00      |                                 | $ | 0.0042               |  | $          | 0.00       |   | $ | (0.0007    | )
|                                                         |                                  |           |                                 |   |                      |  |            |            |   |   |            |  









---



|                                                                        |                                         |            |            |   |            |  
|----------------------------------------------------------------------- | --------------------------------------- | ---------- | ---------- | - | ---------- | -
|Condensed Consolidated Statement of Cash Flows - Changes                |                                         |            |            |  
|                                                                        | For the Nine Months Ended
June 30, 2006 |           
|                                                                        | As Originally 
Filed                    |            | As Amended |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                   |                                         |            |            |   |            |  
|Income (loss) from discontinued operations                              | $                                       | (352,223   | )          | $ | 594,571    |  
|Loss from continuing operations                                         | $                                       | 126,030    |            | $ | (820,764   | )
|Write off liabilities from discontinued operations                      | $                                       | (946,794   | )          | $ |           |  
|Write off assets & liabilities of discontinued operations               | $                                       | (687,694   | )          | $ |           |  
|Cash (used)by operating activities in continuing operations             | $                                       | (1,864,530 | )          | $ | (1,276,836 | )
|Cash (used) by operating activities                                     | $                                       | (1,832,521 | )          | $ | (1,244,827 | )
|CASH FLOWS FROM INVESTING ACTIVITIES:                                   |                                         |            |            |   |            |  
|Received marketable securities in settlement of a law suit              | $                                       |           |            | $ | (75,000    | )
|Sale of marketable securities                                           | $                                       |           |            | $ | 75,000     |  
|Note received in sale of subsidiary                                     | $                                       |           |            | $ | (100,000   | )
|Investment received in sale of discontinued operations                  | $                                       | (100,000   | )          | $ |           |  
|Disposition of subsidiary                                               | $                                       |           |            | $ | (687,694   | )
|Cash (used) by investing activities in continuing operations            | $                                       | (542,645   | )          | $ | (1,130,339 | )
|Cash (used) by investing activities                                     | $                                       | (545,564   | )          | $ | (1,133,258 | )
|CASH FLOWS FROM FINANCING ACTIVITIES:                                   |                                         |            |            |   |            |  
|Cash provided (used) by financing activities in discontinued operations | $                                       | (60,087    | )          | $ | (145,405   | )
|Cash provided by financing activities                                   | $                                       | 2,171,051  |            | $ | 2,085,733  |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                    | $                                       | (207,034   | )          | $ | (292,352   | )
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD:                       |                                         |            |            |   |            |  
|Cash of continuing operations, Beginning of Period                      | $                                       |           |            | $ | 197,677    |  
|Cash of discontinued operations, Beginning of Period                    | $                                       |           |            | $ | 116,315    |  
|Total                                                                   | $                                       | 313,992    |            | $ | 313,992    |  
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                              | $                                       | 106,958    |            | $ | 21,640     |  
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                              |                                         |            |            |   |            |  
|IN DISCONTINUED OPERATIONS                                              | $                                       | 85,318     |            | $ |           |  



There were no other changes from the financial statements filed with the Original Filing.

The Original Filing is hereby superseded and amended with respect to the information set forth in this Amendment No. 1.







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TABLE OF CONTENTS

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Page                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|PART I.  FINANCIAL INFORMATION
Item 1.      Financial Statements.
3
Condensed Consolidated Balance Sheets  June 30, 2006 and September 30, 2005
3
Condensed Consolidated Statements Of Operationsfor the Three Months
and Nine Months Ended June 30, 2006 and 2005
4
Condensed Consolidated Statement Of Cash Flowsfor the Nine Months
Ended June 30, 2006 and 2005
5
Notes To Condensed Consolidated Financial Statements
7
Item 2.      Managements Discussion and Analysis or Plan of Operations.
10
Item 3.      Evaluation of Disclosure Controls and Procedures.
18
PART II  OTHER INFORMATION
Item 1.      Legal Proceedings.
19
Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds.
21
Item 3.      Defaults Upon Senior Securities.
21
Item 4.      Submission of Matters to Vote of Security Holders.
21
Item 5.      Other Information.
21
Item 6.      Exhibits.
22
SIGNATURES
23









---

PART I.  FINANCIAL INFORMATION

Item 1.

Financial Statements.

UNIVERSAL COMMUNICATION SYSTEMS, INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

|                                                                                                                                  |  |               |             |                    |   |             |  
|--------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ----------- | ------------------ | - | ----------- | -
|                                                                                                                                  |  | June 30,
2006 |             | September 30,
2005 |  
|                                                                                                                                  |  | (unaudited)   |             |                    |   |            
|ASSETS                                                                                                                            |  |               |             |                    |   |             |  
|Current Assets:                                                                                                                   |  |               |             |                    |   |             |  
|Cash & cash equivalents                                                                                                           |  | $             | 21,640      |                    | $ | 197,677     |  
|Marketable Securities                                                                                                             |  |               | 216,000     |                    |   |            |  
|Accounts receivable, net                                                                                                          |  |               | 291,583     |                    |   | 217,007     |  
|Note and accrued interest receivable                                                                                              |  |               | 248,653     |                    |   | 139,900     |  
|Inventory                                                                                                                         |  |               | 973,326     |                    |   | 122,464     |  
|Prepaid expenses                                                                                                                  |  |               | 15,740      |                    |   | 55,499      |  
|Current assets held for sale                                                                                                      |  |               |            |                    |   | 454,819     |  
|Total Current Assets                                                                                                              |  |               | 1,766,942   |                    |   | 1,187,366   |  
|Fixed Assets:                                                                                                                     |  |               |             |                    |   |             |  
|Furniture and equipment                                                                                                           |  |               | 159,016     |                    |   | 71,151      |  
|Less: Accumulated depreciation                                                                                                    |  |               | 56,146      |                    |   | 43,814      |  
|Total Fixed Assets, Net                                                                                                           |  |               | 102,870     |                    |   | 27,337      |  
|Other Assets:                                                                                                                     |  |               |             |                    |   |             |  
|Patents, net                                                                                                                      |  |               | 558,480     |                    |   | 239,010     |  
|Goodwill                                                                                                                          |  |               | 30,000      |                    |   | 30,000      |  
|Deposits                                                                                                                          |  |               | 33,345      |                    |   | 27,979      |  
|Total Other Assets                                                                                                                |  |               | 621,825     |                    |   | 296,989     |  
|Total Assets                                                                                                                      |  | $             | 2,491,637   |                    | $ | 1,511,692   |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                             |  |               |             |                    |   |             |  
|Current Liabilities:                                                                                                              |  |               |             |                    |   |             |  
|Accounts payable                                                                                                                  |  | $             | 198,253     |                    | $ | 268,589     |  
|Accrued expenses                                                                                                                  |  |               | 614,387     |                    |   | 353,769     |  
|Due to related parties                                                                                                            |  |               | 118,747     |                    |   | 54,609      |  
|Liabilities of discontinued operations                                                                                            |  |               |            |                    |   | 946,794     |  
|Current liabilities held for sale                                                                                                 |  |               |            |                    |   | 790,290     |  
|Total Current Liabilities                                                                                                         |  |               | 931,387     |                    |   | 2,414,051   |  
|Long-term Liabilities:                                                                                                            |  |               |             |                    |   |             |  
|Convertible debentures                                                                                                            |  |               | 3,114,380   |                    |   | 1,550,239   |  
|Total Liabilities                                                                                                                 |  |               | 4,045,767   |                    |   | 3,964,290   |  
|Commitments and Contingencies                                                                                                     |  |               |            |                    |   |            |  
|Stockholders Deficit:                                                                                                            |  |               |             |                    |   |             |  
|Preferred stock, par value $.001 per share, 10,000,000 shares authorized, 85,000 and 90,000 shares issued and outstanding         |  |               | 85          |                    |   | 90          |  
|Common stock, par value $.001 per share, 800,000,000 shares authorized, 375,131,009 and 306,069,950 shares issued and outstanding |  |               | 375,132     |                    |   | 306,070     |  
|Additional paid-in capital                                                                                                        |  |               | 37,660,878  |                    |   | 36,550,987  |  
|Accumulated deficit                                                                                                               |  |               | (39,496,725 | )                  |   | (39,216,245 | )
|Accounts receivable, shareholder                                                                                                  |  |               | (93,500     | )                  |   | (93,500     | )
|Total Stockholders Deficit                                                                                                       |  |               | (1,554,130  | )                  |   | (2,452,598  | )
|Total Liabilities and Stockholders Deficit                                                                                       |  | $             | 2,491,637   |                    | $ | 1,511,692   |  



See notes to condensed consolidated financial statements.

3



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UNIVERSAL COMMUNICATION SYSTEMS, INC. & SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

UNAUDITED

|                                                                             |  |                              |             |                             |   |             |   |      |             |   |   |             |  
|---------------------------------------------------------------------------- |  | ---------------------------- | ----------- | --------------------------- | - | ----------- | - | ---- | ----------- | - | - | ----------- | -
|                                                                             |  | Three Months Ended 
June 30, |             | Nine Months Ended 
June 30, |  
|                                                                             |  | 2006                         |             | 2005                        |   | 2006        |   | 2005 |            
|Revenue and other income                                                     |  | $                            | 254,227     |                             | $ | (1,504      | ) | $    | 991,032     |   | $ | 488,394     |  
|Cost of goods sold                                                           |  |                              | (184,298    | )                           |   | 1,487       |   |      | (865,963    | ) |   | (488,276    | )
|Gross profit                                                                 |  |                              | 69,929      |                             |   | (17         | ) |      | 125,069     |   |   | 118         |  
|                                                                             |  |                              |             |                             |   |             |   |      |             |   |   |             |  
|Operating expenses                                                           |  |                              |             |                             |   |             |   |      |             |   |   |             |  
|Sales and marketing                                                          |  |                              | 189,847     |                             |   | 5,549       |   |      | 345,079     |   |   | 121,738     |  
|Research and development                                                     |  |                              |            |                             |   |            |   |      | 27,906      |   |   |            |  
|General and administrative                                                   |  |                              | 541,833     |                             |   | 700,674     |   |      | 1,855,848   |   |   | 2,051,893   |  
|Operating loss before other income and expenses                              |  |                              | (661,751    | )                           |   | (706,240    | ) |      | (2,103,764  | ) |   | (2,173,513  | )
|Other income and expenses:                                                   |  |                              |             |                             |   |             |   |      |             |   |   |             |  
|Gain on disposition of subsidiary                                            |  |                              | 1,375,742   |                             |   |            |   |      | 1,375,742   |   |   |            |  
|Gain on sale of marketable securities                                        |  |                              |            |                             |   |            |   |      | 75,000      |   |   |            |  
|Interest Income                                                              |  |                              | 3,808       |                             |   | 2,918       |   |      | 10,814      |   |   | 8,753       |  
|Interest expense                                                             |  |                              | (97,213     | )                           |   | (21,940     | ) |      | (178,556    | ) |   | (272,173    | )
|Income (loss) from continuing operations                                     |  |                              | 620,586     |                             |   | (725,262    | ) |      | (820,764    | ) |   | (2,436,933  | )
|                                                                             |  |                              |             |                             |   |             |   |      |             |   |   |             |  
|Gain on write off of liabilities from discontinued operations of 2001        |  |                              | 946,794     |                             |   |            |   |      | 946,794     |   |   |            |  
|Loss from discontinued operations                                            |  |                              | (67,845     | )                           |   | (185,890    | ) |      | (352,223    | ) |   | (555,780    | )
|Income (loss) from discontinued operations                                   |  |                              | 878,949     |                             |   | (185,890    | ) |      | 594,571     |   |   | (555,780    | )
|                                                                             |  |                              |             |                             |   |             |   |      |             |   |   |             |  
|Net income (loss)                                                            |  | $                            | 1,499,535   |                             | $ | (911,152    | ) | $    | (226,193    | ) | $ | (2,992,713  | )
|                                                                             |  |                              |             |                             |   |             |   |      |             |   |   |             |  
|Earnings (loss) per share                                                    |  |                              |             |                             |   |             |   |      |             |   |   |             |  
|Basic and diluted:                                                           |  |                              |             |                             |   |             |   |      |             |   |   |             |  
|Income (loss) from continuing operations                                     |  | $                            | 0.0017      |                             | $ | (0.0027     | ) | $    | (0.0025     | ) | $ | (0.0101     | )
|Income (loss) from discontinued operations                                   |  |                              | 0.0025      |                             |   | (0.0007     | ) |      | 0.0018      |   |   | (0.0023     | )
|Net income (loss) per common share  basic and diluted                       |  | $                            | 0.0042      |                             | $ | (0.0034     | ) | $    | (0.0007     | ) | $ | (0.0124     | )
|                                                                             |  |                              |             |                             |   |             |   |      |             |   |   |             |  
|Number of shares used in computing basic and diluted income (loss) per share |  |                              | 359,202,770 |                             |   | 270,354,591 |   |      | 334,180,497 |   |   | 241,260,512 |  





See notes to condensed consolidated financial statements.

4



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UNIVERSAL COMMUNICATION SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

UNAUDITED

|                                                                                             |  |                                    |            |      |   |            |  
|-------------------------------------------------------------------------------------------- |  | ---------------------------------- | ---------- | ---- | - | ---------- | -
|                                                                                             |  | For the Nine Months Ended
June 30, |           
|                                                                                             |  | 2006                               |            | 2005 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                        |  |                                    |            |      |   |            |  
|Net (loss)                                                                                   |  | $                                  | (226,193   | )    | $ | (2,992,713 | )
|Income (loss) from discontinued operations                                                   |  |                                    | 594,571    |      |   | (555,780   | )
|Loss from continuing operations                                                              |  |                                    | (820,764)  |      |   | (2,436,933 | )
|Adjustments to reconcile net loss from operations 
to net cash used by operating activities: |  |                                    |            |      |   |            |  
|Depreciation and amortization expense                                                        |  |                                    | 39,401     |      |   | 56,042     |  
|Interest payable added to principal of debentures                                            |  |                                    | 22,132     |      |   | 33,628     |  
|Stock issued for services                                                                    |  |                                    | 511,297    |      |   | 817,380    |  
|Stock issued for contract settlement                                                         |  |                                    |           |      |   | 197,478    |  
|Stock issued in payment of interest                                                          |  |                                    |           |      |   | 300,000    |  
|Accrued interest on note receivable                                                          |  |                                    | (8,753     | )    |   | (8,753     | )
|Amortized discount on convertible debentures                                                 |  |                                    | 42,671     |      |   |           |  
|Gain on settlement with former officer                                                       |  |                                    | (209,350   | )    |   |           |  
|Loss on abandoned assets                                                                     |  |                                    | 1,591      |      |   |           |  
|Changes in operating assets and liabilities:                                                 |  |                                    |            |      |   |            |  
|Prepaid                                                                                      |  |                                    | 39,759     |      |   | 5,480      |  
|Accounts receivable                                                                          |  |                                    | (74,576    | )    |   | (51,576    | )
|Inventory                                                                                    |  |                                    | (850,862   | )    |   | (310,681   | )
|Deposits                                                                                     |  |                                    | (5,365     | )    |   | (56,163    | )
|Accounts payable and accrued expenses                                                        |  |                                    | 135,983    |      |   | 101,251    |  
|Cash (used) by operating activities in continuing operations                                 |  |                                    | (1,176,836 | )    |   | (1,352,847 | )
|Cash provided (used) by operating activities in 
discontinued operations                     |  |                                    | 32,009     |      |   | (548,611   | )
|Cash (used) by operating activities                                                          |  |                                    | (1,144,827 | )    |   | (1,901,458 | )
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                        |  |                                    |            |      |   |            |  
|Received marketable securities in settlement of a law suit                                   |  |                                    | (75,000    | )    |   |           |  
|Sale of marketable securities                                                                |  |                                    | 75,000     |      |   |           |  
|Patent rights received in sale of discontinued operations                                    |  |                                    | (350,000   | )    |   |           |  
|Note received in sale of subsidiary                                                          |  |                                    | (100,000   | )    |   |           |  
|Purchase of fixed assets                                                                     |  |                                    | (92,645    | )    |   | (6,079     | )
|Disposition of subsidiary                                                                    |  |                                    | (687,694   | )    |   |           |  
|Cash (used) by investing activities in continuing operations                                 |  |                                    | (1,230,339 | )    |   | (6,079     | )
|Cash (used) by investing activities in discontinued operations                               |  |                                    | (2,919     | )    |   | (6,991     | )
|Cash (used) by investing activities                                                          |  |                                    | (1,233,258 | )    |   | (13,070    | )
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                        |  |                                    |            |      |   |            |  
|Proceeds on the sale of convertible debentures                                               |  |                                    | 1,650,000  |      |   | 150,000    |  
|Proceeds from the issuance of common stock                                                   |  |                                    | 517,000    |      |   | 611,885    |  
|Proceeds from the issuance of preferred stock                                                |  |                                    |           |      |   | 600,000    |  
|Increase (decrease) in due to related parties                                                |  |                                    | 64,138     |      |   |           |  
|Cash provided by financing activities in continuing operations                               |  |                                    | 2,231,138  |      |   | 1,361,885  |  
|Cash provided (used) by financing activities in 
discontinued operations                     |  |                                    | (145,405   | )    |   | 159,341    |  
|Cash provided by financing activities                                                        |  |                                    | 2,085,733  |      |   | 1,521,226  |  



See notes to condensed consolidated financial statements.

5



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UNIVERSAL COMMUNICATION SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS  CONTINUED

UNAUDITED

|                                                                         |  |                                    |          |      |   |           |  
|------------------------------------------------------------------------ |  | ---------------------------------- | -------- | ---- | - | --------- | -
|                                                                         |  | For the Nine Months Ended
June 30, |         
|                                                                         |  | 2006                               |          | 2005 |  
|NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS                     |  |                                    | (292,352 | )    |   | (393,302  | )
|                                                                         |  |                                    |          |      |   |           |  
|CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD:                        |  |                                    |          |      |   |           |  
|Cash of continuing operations, Beginning of Period                       |  |                                    | 197,677  |      |   | 4,412     |  
|Cash of discontinued operations, Beginning of Period                     |  |                                    | 116,315  |      |   | 448,722   |  
|Total                                                                    |  |                                    | 313,992  |      |   | 453,134   |  
|                                                                         |  |                                    |          |      |   |           |  
|                                                                         |  |                                    | 21,640   |      |   | 59,832    |  
|                                                                         |  |                                    |          |      |   |           |  
|LESS: CASH AND CASH EQUIVALENTS AT END OF PERIOD IN                      |  |                                    |          |      |   |           |  
|DISCONTINUED OPERATIONS                                                  |  |                                    |         |      |   | 52,461    |  
|                                                                         |  |                                    |          |      |   |           |  
|CASH AND CASH EQUIVALENTS AT END OF PERIOD,
CONTINUING OPERATIONS        |  | $                                  | 21,640   |      | $ | 7,371     |  
|                                                                         |  |                                    |          |      |   |           |  
|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 |  | $                                  | 22,132   |      | $ | 33,628    |  
|Interest accrued on the note receivable, added to the                    |  |                                    |          |      |   |           |  
|principal of the note receivable                                         |  | $                                  | 8,753    |      | $ | 5,460     |  
|Dividends accrued on preferred stock                                     |  | $                                  | 54,287   |      | $ | 45,874    |  
|Debentures converted to capital stock                                    |  | $                                  | 150,655  |      | $ | 1,104,759 |  
|Preferred class B stock converted to common stock                        |  | $                                  | 50,000   |      | $ |          |  
|Investment obtained through settlement with former officer               |  | $                                  | 216,000  |      | $ |          |  







See notes to condensed consolidated financial statements.

6



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UNIVERSAL COMMUNICATION SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - GENERAL AND SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated 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. In the opinion of management these financial statements include all adjustments (consisting of normal recurring adjustments) that are considered necessary for a fair presentation of financial position, results of operations and cash flows for the interim period. 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, 2005, as filed with the Form 10-KSB.

The balance sheet at September 30, 2005 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.

Because of the agreement to sell the Millennium subsidiary, described in more detail in Note 7 below, the assets, liabilities, and results of operations of Millennium are consolidated in the statements of condition and operations, but are separately stated as current assets and current liabilities held for sale, and loss from discontinued operations. All prior periods have been similarly restated, as required by the Financial Accounting Standards Board Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets(SFAS 144).

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.

Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could vary from those estimates.

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 as such, there is substantial doubt as to the Companys ability to continue as a going concern. 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. Common stock equivalents of approximately 400 million shares have been excluded from the aforementioned computations as their effect would be anti-dilutive.





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UNIVERSAL COMMUNICATION SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)





NOTE 4  SEGMENT INFORMATION

The Companys business segments involve the manufacturing and sale of the products of the following:

·

Solar One: large scale solar installations  USA

·

Solar Style: portable solar chargers for consumer electronics

·

AirWater: equipment for the extraction of water from air

·

Corporate: management and administrative services

·

Millennium: large scale solar installations  Non-USA (Discontinued operations)

For the nine months ended June 30, 2006:

|                         |  |           |         |                               |   |                             |   |                             |        |  |   |           |  
|------------------------ |  | --------- | ------- | ----------------------------- | - | --------------------------- | - | --------------------------- | ------ |  | - | --------- | -
|Segment                  |  | Net Sales |         | Income (Loss)
from Operations |   | Depreciation
& Amortization |   | Assets                      |       
|Continuing Operations:   |  |           |         |                               |   |                             |   |                             |        |  |   |           |  
|Solar One (USA)          |  | $         | 560,245 |                               | $ | 9,800                       |   | $                           |       |  | $ | 19,780    |  
|Solar Style              |  |           | 144,494 |                               |   | (225,347                    | ) |                             | 8,697  |  |   | (716,788  | )
|AirWater                 |  |           | 286,293 |                               |   | (23,767                     | ) |                             |       |  |   | 211,752   |  
|Corporate                |  |           |        |                               |   | (581,450                    | ) |                             | 30,704 |  |   | 2,976,893 |  
|Total                    |  | $         | 991,032 |                               | $ | (820,764                    | ) | $                           | 39,401 |  | $ | 2,491,637 |  
|Discontinued Operations: |  |           |         |                               |   |                             |   |                             |        |  |   |           |  
|Millennium               |  | $         | 19,268  |                               | $ | (352,223                    | ) | Operation Sold May 31, 2006 |       

For the three months ended June 30, 2006:

|                         |  |           |         |                               |   |                             |   |                             |        |  |   |           |  
|------------------------ |  | --------- | ------- | ----------------------------- | - | --------------------------- | - | --------------------------- | ------ |  | - | --------- | -
|Segment                  |  | Net Sales |         | Income (Loss)
from Operations |   | Depreciation
& Amortization |   | Assets                      |       
|Continuing Operations:   |  |           |         |                               |   |                             |   |                             |        |  |   |           |  
|Solar One (USA)          |  | $         |        |                               | $ |                            |   | $                           |       |  | $ | 19,780    |  
|Solar Style              |  |           | 85,169  |                               |   | 91,356                      |   |                             | 4,277  |  |   | (716,788  | )
|AirWater                 |  |           | 169,058 |                               |   | (14,522                     | ) |                             |       |  |   | 211,752   |  
|Corporate                |  |           |        |                               |   | 543,752                     |   |                             | 10,879 |  |   | 2,976,893 |  
|Total                    |  | $         | 254,227 |                               | $ | 620,586                     |   | $                           | 15,156 |  | $ | 2,491,637 |  
|Discontinued Operations: |  |           |         |                               |   |                             |   |                             |        |  |   |           |  
|Millennium               |  | $         | 12,676  |                               | $ | (67,845                     | ) | Operation Sold May 31, 2006 |       

NOTE 5  RELATED PARTIES

As part of the Millennium sale, described elsewhere, Millenniums founder and president, Ami Elizari, has resigned from the Companys Board of Directors.

NOTE 6  STOCK AND CONVERTIBLE SECURITIES

Preferred Stock

During the nine months ended June 30, 2006, 5000 shares of the Companys convertible preferred stock was converted into 3,333,333 shares of the Companys common stock.

Common Stock

During the nine months ended June 30, 2006, a total of 69,061,059 shares of common stock were issued. 3,333,333 shares were issued in conversion of convertible preferred stock, as discussed above; 8,928,835 shares



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UNIVERSAL COMMUNICATION SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)





were issued in conversion of convertible debentures; 27,147,522 shares were issued in payment for services and other expenses; and 29, 651,369 shares were issued in private placements.

Convertible Securities

On February 27, 2006, the Company issued Secured Convertible Promissory Notes (Notes) in the principal amount of $1,506,025, together with 75,301,250 Class A Warrants and 75,301,250 Class B Warrants, for an aggregate purchase price of $1,250,000 in cash, of which $133,000 was paid for transactional fees. The Notes bear interest at the rate of 9% per annum, with principal and interest payable monthly, beginning August 2006. These payments may be made in cash, or by the conversion of the amounts due in the Companys common stock, at a conversion rate which is the lesser of $0.01 per share, or 85% of the average closing bid prices for the preceding 5 trading days, at the discretion of the borrower. The Notes are guaranteed by the Companys subsidiaries, are secured by essentially all of the assets of the Company and its subsidiaries, and mature in February 2008.

The Class A Warrants allow the holder to purchase a share of the Companys common stock at a per-share price of $0.02 per share, for a period of 4 years. The Class B Warrants allow the holder to purchase a share of the Companys common stock at a per-share price of $0.015 per share, for a period of 180 days.

The Company has issued certain convertible securities, including the ones described above, which are subject to revaluation under Emerging Issues Task Force Consensus (EITF) 00-19. The Company has determined that these are equity securities, as defined by EITF 00-19, and they are currently reflected on the Companys Statements of Condition at face value.

NOTE 7  CURRENT ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED COMPONENT

Millennium

In March, 2006, the Company commenced negotiations to sell its wholly owned Israeli subsidiary, Millennium Electric, and all assets related to the large-scale photo-voltaic solar power installation business, to a buyers group led by the former Millennium Owner and former Company Board Member, Ami Elazari. The final agreement transferred Millennium for a sales price of $750,000, effective May 31, 2006. This price is comprised of $300,000 in cash, $100,000 in the form of a note secured by 4.4 million shares of the Companys common stock, and $350,000 in the form of a non-exclusive worldwide license to exploit Millenniums patents, for a period of nine years.

Because of the above referenced sale of Millennium Electric, the assets and liabilities have been transferred as of May 31, 2006 and the Loss from Discontinued Operations up to the date of sale is separately stated, in compliance with the requirements of SFAS 144. The resulting gain on this transaction has been recorded as $1,375,742.

Liabilities of Discontinued Operations

In addition, during this period, the Company wrote-off $946,794 of liabilities, which had been incurred in the course of the Companys previous business activities related to advanced wireless communications.

NOTE 8  MARKETABLE SECURITIES

Marketable securities are represented by the value of securities received in a legal settlement with a former officer. The securities consist of six million shares of WebSky, Inc. and are valued by the Company at the market value of the securities on the date the Company received the securities.

Shares of ELGT, Inc., a publicly traded company, were received this quarter in a previously-announced lawsuit settlement.  The Company sold these shares during this quarter for the sum of $75,000.



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Item 2.

Managements Discussion and Analysis or Plan of Operations.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

Risk Factors

We have a history of losses, and an accumulated deficit of $39,496,725. Because of our recurring losses, our independent auditors have expressed doubt as to our ability to continue as a going concern.

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. Our revenues for the foreseeable future may not be sufficient to attain profitability. Since inception, we have generated little revenue and have incurred substantial expenditures. We expect to continue to experience losses from operations while we develop the AirWater and photo-voltaic businesses. In view of this fact, our auditors have stated in their report for the period ended September 30, 2005 that our ability to meet our future financing requirements, and the success of our future operations, cannot be determined at this time. In order to finance our working capital requirements, we are negotiating equity investments, but there can be no assurance that we will obtain the required capital or that it will be obtained on terms favorable to us. If we do not obtain short term financing we may not be able to continue as a viable concern. We do not have a bank line of credit and there can be no assurance that any required or desired financing will be available through bank borrowings, debt or equity offerings, or otherwise, on acceptable terms, if at all. If future financing requirements are satisfied through the issuance of equity securities, investors may experience significant dilution in the net book value per share of common stock.

We are currently focusing our operations on the sale of water production and generation systems along with solar power systems. There are no assurances that this business activity will be successful, that we will be able to identify and sell to the market, and that the market will respond to our product line.

Plan of Operation for the Next 12 Months

Our cash position at June 30, 2006 from continuing operations is $21,640. This is not sufficient to provide for our working capital needs. As described below, we will rely upon private placements of common stock for our short term funding needs. We anticipate sales of $2 million in AirWater products and $2 million in Solar Style products over the next twelve month period. As described below, we have completed a private placement funding in the amount of $1,250,000, which combined with our anticipated sales and our current cash position, should be sufficient to provide for our cash needs for the next twelve months. In addition, our Chairman, in connection with a number of foreign corporate entities in which he holds an interest, has agreed to provide funding as needed until our sales activities are sufficient to cover our cash flow needs. This agreement by our Chairman and the foreign entities is not a binding obligation; further, we have no assurances that this funding will continue beyond the short term.

Our current cash burn rate is approximately $110,000 per month. We anticipate reaching break-even by the third quarter of our fiscal year ending September 30, 2007. We are focusing our efforts on developing sales in both the Solar Style retail product lines and the AirWater industrial products. We have embarked on a campaign of enlisting commission based sales relationships to reach our sales goals and have stabilized our expenses to control our cash needs as we focus on revenue growth. We do not anticipate any events or unusual fluctuations in our activities that would have a material impact on our continuing operations.



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We have been able to obtain private placement funding to finance our activities over the past few years. In addition, as described later, we have completed a private placement with several accredited institutional investors for a purchase of 9% secured convertible promissory notes in the aggregate totaling $2,500,000. Of that placement, $1,250,000 has been purchased by the investors and we anticipate closing on the balance soon. We anticipate continuing to receive operating funds from these private placements until such time as sales are sufficient to support the organization; however, no assurances can be made that we will be able to continue to find willing investors.

We do not have any major expenditures planned beyond inventory purchases for national distribution contracts in our Solar Style subsidiary. We do not anticipate the purchase of plant and/or significant equipment. Our operation employs the use of third party contract manufacturers, thus avoiding the allocation of our resources into manufacturing operations. We anticipate funding any sizeable orders for either AirWater equipment or photo-voltaic installations, through deposits and advances from customers.

We do not anticipate any significant changes in the number of employees in the near term for our existing operations.

To fund any sizeable contracts in the sales process which may arise beyond our expected level of activity, we may need to raise additional equity or arrange for financing vehicles to fund those contracts. Any equity raised could result in dilution of existing shareholders. Additionally, we are uncertain as to the availability of sufficient financing on acceptable terms.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

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. Until recently, our activities related to the advanced wireless communications were conducted only by our investment in Digital Way, S.A., a Peruvian communication company and former wholly owned subsidiary. We held a twenty seven percent interest in Digital Way, S.A.; however, due to a lack of cooperation from their management, including the refusal to furnish us with any financial information, our financial results did not include our interest in their activities. Subsequent to March 31, 2006, we disposed of this interest in connection with a settlement with a former officer, as described below in the matter regarding the Haffer legal settlement.

We currently have three main channels of activity, each conducted by a wholly owned subsidiary and one inactive division in the security products marketing arena.

AirWater Corporation (AirWater), a Florida corporation, formed in March, 2003, has been established to design, manufacture (utilizing contract manufacturing organizations) and market systems that perform water extraction from air.

Solar One, Inc., a Florida corporation, is a wholly owned subsidiary formed to market photo-voltaic solar panels and associated products. We have made plans and announced the intention to open a marketing office in Los Angeles, California.

Solar Style, Inc., a Florida corporation and wholly owned subsidiary, was formed in July, 2003. Solar Style manufactures (subcontracted to third parties) and markets portable photo-voltaic cells in leather and plastic cases for consumer electronic products. Solar Style was formed to source the manufacturing and to market the product line of photo-voltaic consumer energy panel products designed by Solar Style, Ltd., a wholly owned Israeli subsidiary. We have transferred the intellectual property rights and technology rights from Solar Style, Ltd. (Israel), to Solar Style, Inc. (USA).

We formed AirWater Patents, Inc. to hold 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 agreement, we paid $300,000, and we were obligated to pay, for a one-year period, a monthly advance royalty payment of $10,000 per month. These advance royalty payments were completed on October 31, 2004, and thereafter a royalty payment of between 5 to 7.5% on all sales of equipment which uses the patented technology. Of



11



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the $300,000 purchase price, the company paid $100,000 in cash, and the balance of $200,000 was settled by issuing 4,000,000 restricted common shares. 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 License Agreement that was entered into as described above, was breached. We have filed an action in the US District Court for the Southern District of Florida in response and we do not anticipate an impact on our revenue or operations from this dispute. Pending resolution of the issues, no royalty or other payments are being made. The case has been transferred to federal court in Boston, MA, and subsequent to March 31, 2006, we have agreed and consented to submit these issues to arbitration.  The arbitration was held in Boston in July.  A settlement was not reached.  The matter continues in court.

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 photo-voltaic product lines calls for utilizing outside consultants and agents to assist and/or perform the manufacturing, marketing, sales and integration of our products to the end users.

We completed an agreement to purchase all of the stock of Millennium on September 29, 2003. As part of the Millennium acquisition, we acquired 50% of Solar Style, Ltd., an Israeli company. On April 30, 2004, we acquired the remaining 50% of Solar Style, Ltd. for 500,000 shares of common stock and warrants exercisable for two years and 1 million shares of common stock valued at a price of $0.10 per share. Solar Style, Ltd. is inactive but holds certain rights to manufacture and market solar power products. In connection with the Millennium / Solar Style acquisitions, a U.S. subsidiary, Solar Style, Inc., was formed to market solar power products and systems. The manufacturing and marketing rights, as well as all intellectual property, technical know how, and all associated technologies of Solar Style, Ltd. in Israel, have been transferred to Solar Style, Inc. in the United States.

In March, 2006, we commenced negotiations to sell Millennium Electric, and all assets related to the large-scale photo-voltaic solar power installation business, to a buyers group led by the former Millennium owner and former Company Board Member, Ami Elazari. The final agreement consummated May 31, 2006, transferred Millennium to Mr. Elazari only, for a total sales price of $750,000. This price is comprised of $300,000 in cash, $100,000 in the form of a note secured by 4.4 million shares of the Companys common stock, and $350,000 in the form of a non-exclusive worldwide license to exploit Millenniums patents, for a period of nine years.

Our Strategy and Developments

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 Style 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 sales force alone.

AirWater Corporation

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, sales consummated during 2005 have supported our methodology, and accordingly, we have reworked our projections based on our experience.

Since March of 2003, we have worked to design, research and develop, as well as source the manufacture of our AirWater machines. We have successfully sourced the manufacturing of our machines. In 2005, we have embarked on a worldwide sales and marketing program, focusing on the markets listed above.

The applications for the AirWater system technology are extensive. It is our belief that the initial product should be the model that offers the easiest entry into the marketplace, gains the quickest exposure, and generates a substantial cash flow. To this end, we believe that a residential 5-gallon-per-day model would best fit this goal.

We believe that as the AirWater products and Systems become more engrained in the global marketplace, and are more publicized and accepted, there will be additional companies entering this industry, thus creating



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increased competition. We further believe that our patents and intellectual property rights will place us at a competitive advantage.

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. Our subsidiary, Millennium, has designed the system to fulfill this technological need of providing Photo-Voltaic (PV) Electric Energy to provide the necessary power to the air water units. Because of the impending sale of Millennium Electric, Solar One, Inc., the wholly owned subsidiary, will fulfill this technological need in the future, together with other available international resources.

In 2005, we filled an order for 129 Air Water Machines for our Australian distributor. 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 May, 2006, 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. Because the transaction is not complete, none of this companys results of operations are included in the accompanying financial statements.

In May 2005, we announced that we had developed a new, exclusive energy application utilizing wind powertechnology for energy co-generation for use with AirWater machines. Recognizing the overall need for large consumption of (electrical) energy to power all our AirWater machines, and the fact that the cost of the energy is the single most inhibiting barrier to sales, we have successfully developed a new energy powering system for AirWater machines by utilizing Air Turbine Powered Electric Generators (Wind Power). These air propelled turbine systems operating in combination with AirWater machines can co-generate a substantial amount of the electrical power needed to produce water from air. We believe that this represents a new solution for AirWater machines that produce water from air, and now, as a result of our technological development, from the same air we draw the energy needed to create the water. We have filed for patent protection for this unique development.

We have developed a new concept of making ice from water that was extracted from air. This new machine, named the AW100 Icemaker,will produce about 100 liters of water per day and corresponding amounts of ice cubes. During the three months ended December 31, 2005, we funded the preparation of the molds and finalized the manufacturing arrangements. Sample production models were shipped in April, 2006, with full production commencing in May, 2006.

This product line is to further our unique range of AirWater products and services. Utilizing PV solar power, we are able to position an AirWater Icemaker in a location devoid of water supplies, and produce both water from air, and ice cubes  all independently.

On November 15th, 2005, AirWater Corporation announced that an exclusive distribution agreement had been signed with WWS, a French Commercial Group. Under the agreement, they have committed to purchase and distribute a minimum $1 million in value of Air Water Machines for France, and a number of French Protectorates. We have received various orders for sample machines, and as a result of these sample shipments, we are receiving the first orders from this group for a range of AirWater machines. Production is under way and we anticipate shipping these orders in the fourth quarter of our fiscal year. In July 2006, having just received a substantial deposit payment for this first order, production has commenced. We anticipate delivery and final payment to be made in September 2006, which will allow for this transaction to be reported in the 10K

In April 2006, we received orders for 1,000 AW machines for delivery to Australia and other South Pacific islands. Approximately half of the orders have been filled. We expect to complete delivery by the end of our fourth quarter ending September 30, 2006.

From April 30 through May 2, 2006, we hosted the first AirWater International Conference for AirWater dealers and distributors in Mumbai India. The conference gave us added exposure and feedback from our dealers.

In May 2006, we received a request from our South African Distributor for a number of the large scale AW machines for delivery to the South African Army. In particular, they have asked for trials to be conducted with the larger AW 1000 model machine, similar to the one delivered to the Indian Army. We are in the process of building these new machines, and anticipate delivery in the fourth quarter 2006.

In June 2006, we hosted a Special Private Exhibition in Washington, DC, for a select number of US Government Officials, Senators, Congressmen, as well as a number of influential attorneys and lobbyists. We displayed for this group, as well as other key policy makers, our unique Air to Water capabilities and the multitude



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of possibilities offered by the range of the AirWater product line. We displayed our air to water capabilities, and we conveyed our desire for US Foreign policy to include AirWater Aid as a specific element of US Aid, to help alleviate world suffering, particularly in countries and continents subject to severe water shortages.

In June 2006, we also entered into agreements to supply AirWater machines to new customers in South Africa, as well as to several other African countries. From this sales effort, we received an order for $0.5 million of AirWater machines.

Air Water Fridges and Freezers Inc.

We recently formed Air Water Fridges and Freezers, Inc., a Florida corporation, to launch a new range of custom designed and developed Water Making Fridges and Fridge/Freezers.Recognizing the demands of our customers, and reacting from feedback from the marketplace, and after more than 6 months of research, designing and product development, we have successfully built a number of Water Making Air Water Fridges and Fridge/Freezersfor global marketing. We have developed unique systems that allow for the 4 new refrigerators and fridge/freezers to be plug and playhome appliances, with each sized model making from 20 to 50 liters of fresh, clean, clear and pure mineralized drinking water daily. The freshly produced water, extracted from the air, is stored in a special water container, located inside, at the bottom of the refrigerator. In addition, on certain models, the freezer will be able to make ice cubes from the water which has been extracted from air and stored in the freezer within the refrigerator. With respect to this process, we have filed several patent applications. We continue to innovate with new applications for the air to water business, and feel confident that this new range of water and ice making refrigerators and fridge-freezers will continue to grow revenues globally.

During this quarter, our manufacturer completed the production of the molds and specialized parts to begin producing the Air Water Fridges and Freezers for commercial sale. We shipped the first two models to Mumbai India for showcasing at the first AirWater International Conference, held April 30 through May 2, 2006. These units were displayed and demonstrated for the press and interested buyers. We expect to ship full production models beginning in the summer of 2006.

Solar Style, Inc.

Solar is offering PV Solar Chargers for a wide range of products, including Laptop computers, PalmsTM, WalkmansTM and DiscmansTM, as well as a wide range of cellular phones. The PV Solar Chargers negate the need for consumer electronic products to be connected to the electric grid, in order to charge or recharge the appliance. Solar Style (Israel) has a manufacturing agreement with a Hong Kong firm. The products are targeted at the portable consumer electronic market.

Solar Styles technology converts solar energy into electricity in a packaged solution that recharges mobile electronic devices by a small portable photo-voltaic solar panel, which is specially designed to fit in an elegant leather case.

Solar manufactures the panels and carrying-cases separately, which are then assembled and sold as a unit. The panels can easily be plugged in to solar cells and charged outdoors by sunlight and indoors by electric light. The photo-voltaic cells act as battery chargers allowing a non-dependant use of the mobile device, making batteries / battery-chargers unnecessary.

In December 2005, we announced the development of a new PV Solar Power Charger, The Power Pack, which can supply and recharge electric energy to a wide variety of consumer electronic devices that have power requirements ranging from 3.5 to 24 volts. This new device can charge mobile phones, cameras, name brand electronic devices, radios, portable game systems and most importantly, laptops and notebooks. This represents a revolutionary breakthrough in state-of-the-art solar technology. We have commissioned tool making and mold preparation, and we expect initial deliveries of the new Power Pack to occur in the fourth quarter of our 2006 fiscal year. In July 2006, we made a first delivery of the Power Pack to a customer in Los Angeles, California. Further orders are now expected for this exclusive product.

We have applied for US, Canada, European and World-Wide Patent Protection for our new Power Pack PV Solar Charger.



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During this quarter we have researched and developed a number of new solar powered products, including the solar powered radios, solar powered MP3 players, and solar powered televisions. Based on our testing and production schedules and working with our manufacturing agents, we anticipate releasing these new products in  the next quarter. As of the end of this reporting period, production samples have been made for the SC 018, Solar Radio and the SC 019 and the SC 022 Solar Powered MP3 Players. These and other new products are going through a final pre-production testing period. We already have some orders for these new products and full production is planned for the fourth quarter 2006.

[uscy10qsb001.jpg]

In December 2005 (announced in January 2006), we entered into a distribution agreement with Tech Data Canada Corporation, a wholly owned subsidiary of Tech Data Corporation for the entire range of Solar Styles product line. During the next year we fully expect to roll out all the Solar Charger products to Tech Datas 6,000 technology resellers in Canada. We have received the first order during this quarter and the goods went into production at the factory. In May of 2006, in this reporting period, our first shipment of Solar Chargers to the value of $100,000 was delivered to Tech Data in Canada. Tech Data have made the products available to their customers, and have commenced a marketing program. Per SEC accounting rules, this delivery and sale will be reported in future accounting and reporting periods and when the products are fully paid for.

On March 2, 2006, we announced the formation of a joint venture and the execution of a marketing agreement with an established firm in Guangzhou, China. We plan to utilize this relationship to market and sell our entire range of Solar Style products into mainland China.

In April 2006, we announced that the company is set to launch a sales campaign throughout North America on May 2, 2006 using strategically placed sales representatives. The representatives territories cover the following states: Oregon, Washington, California, Texas, Alaska, Idaho, Montana, Arizona, Illinois, Virginia, Maryland,



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Delaware, Pennsylvania, New Jersey, Connecticut and New York. Canada is assigned its own dedicated representative who is working with distributors there, initially with Tech Data Corporation, and then with others as theyre contracted. Solar Style products are receiving recognition in the marketplace and sales are steadily moving ahead. We have embarked on a national sales program and we have engaged sales agents to cover those territories and foster continued growth. In the initial phase of the program our sales efforts will cover 14 states and territories. To ensure adequate supplies, we have ordered solar charges on a 90-day revolving contract, with containers coming from China almost every 14 days.

We announced the launch of a range of new solar powered radios, MP3 players, air purifiers, and power packs for laptops/notebooks. We have initiated a national program to market our wide and growing range of Solar Powered products in US and Canadian Airports. The strategy is to be everywhere on-the-go, where traveling consumers frequent, through our distribution network. In keeping with that strategy, Solar Style has entered into an agreement with the Westfield Group to open its first retail location at Dulles Airport in Washington, DC. The first Airport kiosk, opened on schedule in Washington Dulles Airport, in July 2006. This is the first of planned numerous stores and kiosks to be opened by Solar Style in airports and malls during the coming year. Late Development: In July/August 2006, we entered into agreement with a company called Airport Wireless Inc, and commenced to roll out our range of Solar Chargers to some 29 airport locations all across the northeastern United States..

On June 22nd, 2006, we announced an agreement with a distributor in South Africa for the distribution of all Solar Style products, in that country. The agreement includes Solar Styles full range of solar powered devices and chargers. We anticipate the contract to be worth $1 million over a 5-year period. We expect that this agreement will be the first of many to be entered into in countries around the world. Our strategy includes capitalizing on the current market appetite for solar-powered products.

Millennium Electric T.O.U. Ltd.

As described elsewhere, we have sold our wholly-owned subsidiary Millennium Electric, while retaining a non-exclusive worldwide license to market Millenniums technology.

Results of Operations

Nine Months Ended June 30, 2006 Compared to the Nine Months Ended June 30, 2005

Revenues increased $502,638 from $488,394 for the nine months ended June 30, 2005 compared to $991,032 for the nine months ended June 30, 2006. Cost of sales for the nine months ended June 30, 2005 were $488,276 or 99.9% of sales compared to $865,963 or 87% of sales for the nine months ended June 30, 2006. The high cost of sales in 2006 and 2005 resulted from low margin sales, due to the Companys attempts to develop market share, and the lack of anticipated economies of production.

Sales and Marketing expenses increased $223,341 from $121,738 for the nine months ended June 30, 2005 to $345,079 for the nine months ended June 30, 2006, in part due to the expansion of the Companys sales activities. Sales and Marketing expenses were composed of the following items:

|                               |  |          |         |      |   |         | 
|------------------------------ |  | -------- | ------- | ---- | - | ------- | 
|                               |  | June 30, |        
|                               |  | 2006     |         | 2005 |  
|Consultants                    |  | $        | 150,558 |      | $ | 84,852  | 
|Advertising and promotion      |  |          | 54,379  |      |   | 628     | 
|Travel                         |  |          | 97,684  |      |   | 12,947  | 
|Commissions and other expenses |  |          | 28,222  |      |   | 23,311  | 
|Samples                        |  |          | 14,236  |      |   |        | 
|Total                          |  | $        | 345,079 |      | $ | 121,738 | 





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General and Administrative expenses for the nine months ended June 30, 2006 amounted to $1,855,848 compared to $2,051,893 for the nine months ended June 30, 2005. The most significant differences result from the pursuit and settlement of various legal actions. General and Administrative expenses were composed of the following items:

|                              |  |          |           |      |   |           | 
|----------------------------- |  | -------- | --------- | ---- | - | --------- | 
|                              |  | June 30, |          
|                              |  | 2006     |           | 2005 |  
|Salaries and benefits         |  | $        | 225,726   |      | $ | 59,803    | 
|Bad debt                      |  |          | 56,516    |      |   | 13,414    | 
|Shareholder communications    |  |          | 133,013   |      |   | 81,901    | 
|Consultants                   |  |          | 463,054   |      |   | 867,617   | 
|Debt retirement settlement    |  |          |          |      |   | 172,478   | 
|Depreciation and amortization |  |          | 39,401    |      |   | 32,595    | 
|Legal and professional fees   |  |          | 501,618   |      |   | 531,659   | 
|Other professional fees       |  |          | 84,004    |      |   | 28,379    | 
|Other expenses                |  |          | 36,324    |      |   | 33,058    | 
|Rent expense                  |  |          | 86,681    |      |   | 84,738    | 
|Travel expense                |  |          | 229,511   |      |   | 146,251   | 
|Total                         |  | $        | 1,855,848 |      | $ | 2,051,893 | 

Net loss for the nine months ended June 30, 2006 was ($226,193), as compared with a net loss of ($2,992,713) for the nine months ended June 30, 2005. The change was primarily due to gains from disposition and write-off, related to discontinued operations, of over $2.3 million, as well as increased revenue of $0.5 million.

Liquidity and Capital Resources

On June 30, 2006 we had cash and cash equivalents of $21,640 compared with $197,677 as of September 30, 2005. This represents a cash decrease of $176,037 from the cash position at September 30, 2005. This decrease resulted primarily from operating expenses. We received proceeds from the sale of convertible debentures in the amount of $1,650,800, and funds received in private placements of our common stock in the amount of $517,000. Funds were primarily used in investing activities in the amount of $92,645 for the purchase of equipment, and for General and Administrative expenses of nearly $1.9 million, and Sales and Marketing expenses of nearly $350,000.

We are almost entirely dependent on equity investments at this time and recognize that without these investments we would not be able to continue as a going concern. Cash used in operations for the nine months ended June 30, 2006 was $1,144,827. We have had negative cash flows from operations in the past and do not anticipate that revenues will contribute substantially to our cash flows in the short term. We do not have sufficient resources to meet current obligations without continuing equity investments. Prior financing arrangements, as disclosed in our SB-2 filed March 15, 2001, are no longer in effect. We must obtain approval from our current debenture holders to place additional debt against our assets. There are no assurances that we would be able to secure that approval, if we did have the opportunity to secure additional debt. We are attempting to negotiate with trade creditors to convert existing obligations, including any accrued interest, to common stock in satisfaction of those obligations. We have received agreement from our current debenture holders to convert their existing debt to equity, but there are no requirements for the debt holders to adhere to that consent.

During the nine months ended June 30, 2006, we received debt and equity investments of $2,167,000. These investments were in the form of issuance of our common stock in various private placements and advance payments on private placements. These proceeds were used to fund our operating expenses and equipment purchases.

While management builds the AirWater and solar cell product businesses, current operating cash is being provided by the sale of common stock under private placements. Management is attempting to strengthen our financial position through arrangements with creditors and infusion of equity investments. We have reached favorable agreements with a number of the creditors, but have not had the resources to satisfy the obligation under the revised debt. If we do not make satisfactory arrangements with all of the creditors or obtain short term financing, we may not be able to continue as a viable concern.



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Item 3.

Evaluation of Disclosure Controls and Procedures.

As of the end of the period covered by this report, the Companys Chief Executive Officer and its Chief Financial Officer evaluated the Companys disclosure controls and procedures as required pursuant to Rule 13a-14 under the Securities and Exchange Act of 1934, as amended. Under rules promulgated by the SEC, disclosure controls and procedures are defined as those controls or other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports it files or submits under the Exchange Act is accumulated and communicated to the issuers management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding dissolution. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer determined that such controls and procedures were effective as of the end of the period covered by this report in timely alerting them to material information relating to the Company required to be included in the Companys periodic SEC filings. However, subsequent to June 30, 2006, the Chief Executive Officer and Chief Financial Officer determined that there were problems with the Companys disclosure controls and procedures as exemplified by the inadvertent filing of the Form 10-QSB. The Company will evaluate its disclosure controls and procedures and take whatever corrective action is needed. There were no changes in internal controls over financial reporting that occurred during our last fiscal quarter that have materially affected or are reasonably likely to affect our internal controls over financial reporting.



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PART II  OTHER INFORMATION

Item 1.

Legal Proceedings.

Credit BanCorp

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 loan 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 semi-annually 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 has agreed to convert principal and accrued interest owing on the debenture into 483 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 to 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 the Company may be subject to further liability.

In April, 2006, the Receiver for Credit BanCorp filed suit against the Company in U.S. District Court, San Francisco, seeking repayment of the original loan, etc. The Company is defending this action. The Company believes that the plaintiffs have no merit to their claims, and further, does not believe that the claims will succeed. Accordingly, the Company does not believe this litigation will have any detrimental effect on the Companys ongoing activities or financing. We have filed a response in the form of a general denial. No further developments have occurred in this matter. In July 2006, the company agreed to an arbitration attempt. It is expected that the parties will meet in October 2006.

Lycos, Inc.

In June 2004, we filed a lawsuit in the United States District Court, Southern District of Florida, 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 our commercial name and logo. The defendants filed various motions to remove the cases out of Florida to Massachusetts, which the Florida courts agreed to do. Effective August 9, 2005, the litigation was moved to Boston Massachusetts. In recent hearings, the federal judge has dismissed the case against LYCOS Inc, citing the Communications Act as reasons for immunity from legal actions, but the case against the various John Does, the other defendants in the case, was initially allowed to continue. However, in early May, 2006, the judge dismissed the case in its entirety. The Company has filed an appeal. Under Massachusetts statutory requirements, all parties have agreed to submit to arbitration. There have been no further developments in the case.

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 (case number 05-175-CA-09) against a number of related defendants including RipOffReport.com, BadBusinessBureau.com et al., in an action against the defendants under various legal theories for both substantial monetary damages and injunctive relief arising from malicious posting and communications made by defendants in an effort to damage the reputation of our companies.

The defendants are fighting jurisdiction, and the case is still pending in the court. There has been no substantive progress in this case. A status hearing has been held by the judge in chambers in May, 2006, at which time further hearings were set to occur in the near future to finally establish and sort out the questions relating to jurisdiction. The case continues. A hearing has been set for early November 2006, to hear the arguments and allow the case to proceed. There have been no further developments.





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J.J. Reidy & Company, Inc.

In January 2005, we received a termination notice from J.J. Reidy & Company, Inc., the AirWater patent holders allegedly terminating the 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 # 05-20650-CIV-Jordan/Klein), seeking declaratory 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, Massachusetts, in December 2004, (even prior to issuing the notice of termination) in an effort to claim jurisdiction. We filed motions with the Boston court contesting jurisdiction. 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 J.J. Reidy & Company, Inc. By recent court ruling, all discovery had been stayed pending the courts ruling in relation to jurisdiction. The Boston court recently ruled that it had jurisdiction over the case; however, all parties have agreed to submit these issues to arbitration. As there were 2 separate cases filed, one in Florida and the other in Boston, the court ruled that it would allow the consolidation of the 2 separate cases in the Boston court. Arbitration was scheduled for the end of July, 2006. At the arbitration meeting held in Boston, the parties failed to reach agreement. The Company is now proceeding with further discovery, and intends to pursue the litigation aggressively.

James Coughlin

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. We are 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 re-filed the lawsuit in the federal court of San Diego, California. The court, after hearing motions to dismiss for lack of jurisdiction and lateness of filing, ruled to dismiss the case. We filed an appeal, and the matter is currently sub-judice in the federal appeals court. In January 2006, the court citing a ruling pursuant to the SLAAP statutes and laws and awarded the defendants attorneys their claimed costs in this case in the amount of $39,000. The matter is currently subject to appeal. No further developments have occurred with respect to this case.

Other Internet Defendants

We had earlier filed a lawsuit against two 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 Intervener. 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. Numerous motions and countermotions have been filed and heard, and the injunction against the defendants remains in place. Depositions and discovery are continuing. On March 17, 2006, the court ordered the defendants to pay us $15,000, which we are attempting to collect. One of the defendants continues to argue the matter of personal jurisdiction and at a hearing held on May 18, 2006, the court set guidelines for some specific discovery, for a further hearing on future dates to be set, and for the matter of jurisdiction to finally be resolved. At a special hearing held in May, the court ruled that it was reversing itself on its previous decisions, and was in fact dismissing the case in entirety including the court imposed sanctions, citing errors made in previous court rulings. The court gave the plaintiffs the right to re-file.  In July 2006, we re-filed the law suit against the defendant. The case continues.



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AQUAIR Inc

The company filed suit in Superior Court of the State of California, Orange County, against RG GLOBALLIFESTYLES, INC. AQUAIR INC, and LOU KNICKERBOCKER, an individual, all of Irvine, California. The lawsuit as filed is for defamation, intentional interference with prospective economic advantage, and false advertising. The company is seeking damages in excess of $10 million. As of December 2005, the Company began  the discovery stages of the litigation. Since then, both parties have done some discovery, and the matter coming before the court, has been set for trial in early 2007

World Wide Water, LLC

In February 2006, the Company was notified about a complaint by World Wide Water LLC, of Los Angeles CA, claiming breach of contract and patent infringement allegations. In 2003, the Company and World Wide Water LLC, recognizing each others Patents, had entered into a non-compete and mutual collaboration agreement, with a specific clause restraining both parties from suing each other. We have replied and filed counter claims. Additionally, our subsidiary, Atmospheric Water Technologies and our Chairman, Michael Zwebner, individually, have filed separate actions against Mr. Mike Klein, alleging dissemination of false information, defamation and intentional interference with prospective economic advantage. As of July 2006, the parties met in Los Angeles in an attempt to resolve their various claims. Both parties agreed to a stay of litigation for 45 days to allow for expert opinions to be sought in Patent issues and matters related to the case. The discussions and negotiations continue at this time. In the event the parties are unable to agree to a settlement of claims, the case will proceed in court.

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 1, 2006, we issued 13,333,333 shares of common stock pursuant to a warrant conversion at $0.0075 per share. These securities were issued in transactions 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 $14,908 of debentures and accrued interest, into 1,096,148 shares of the Companys common stock on June 14, 2006.

Item 3.

Defaults Upon Senior Securities.

None

Item 4.

Submission of Matters to Vote of Security Holders.

None

Item 5.

Other Information.

None



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Item 6.

Exhibits.

The following exhibits are included herewith:

|            |  |                                                                                                                                                                                                                                             
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                 
|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.
|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.
|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.                                                               
|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.                                                               



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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.

Date:  August 21, 2006

| |                                       |                                               
| | ------------------------------------- | ----------------------------------------------
| | UNIVERSAL COMMUNICATION SYSTEMS, INC.
| |                                       |                                               
| |                                       |                                               
| | By:                                   | /s/ MICHAELJ. ZWEBNER                         
| |                                       | Michael J. Zwebner                            
| |                                       | Chief Executive Officer,
Chairman of the Board





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