UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB

       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934


                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003


     [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                    FOR THE TRANSITION PERIOD FROM              TO
                                                   ------------    ------------

                         Commission File Number: ______

                           U.S. Telesis Holdings, Inc.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

         Delaware                                       62-0201385
-------------------------------            ------------------------------------
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
Incorporation or Organization)

       P.O. Box 415 Boston,  MA                                 02117
----------------------------------------                      ----------
(Address of Principal Executive Offices)                      (Zip Code)

                                 (617) 536-2070
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

         Title of Each Class                   Name Of Each Exchange On Which
         To be So Registered                   Each Class Is To Be Registered
         -------------------                   ------------------------------
                 None                                       None
  -------------------------------------      -----------------------------------

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

Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock, $0.001 par value
--------------------------------------------------------------------------------
                                (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [_]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [_]

The Registrant's revenues for the year ended December 31, 2003 was $6.

The approximate aggregate market value of common stock held by non-affiliates of
the Registrant was $482,968 as of March 10, 2004.

On March 10, 2004, the Registrant had  outstanding  11,280,476  shares of voting
Common Stock, $.001 par value.

DOCUMENTS INCORPORATED BY REFERENCE:  YES. See Item 13


    Transitional Small Business Disclosure Format (Check One): Yes [_] No [X]
<PAGE>


                                TABLE OF CONTENTS
                                -----------------

                                                                           PAGE
                                                                           ----

PART I.........................................................................1

   Item 1.      Description of Business........................................1
   Item 2.      Description of Property........................................4
   Item 3.      Legal Proceedings..............................................4
   Item 4.      Submission of Matters to a Vote of Security Holders............4


PART II........................................................................5

   Item 5.      Market for Registrant's Common Equity and Other Shareholder
                  Matters......................................................5
   Item 6.      Management's Discussion and Analysis or Plan of Operation......6
   Item 7.      Financial Statements...........................................7
   Item 8.      Changes in and Disagreements With Accountants on Accounting
                  and Financial Disclosures...................................20
   Item 8a.     Controls and Procedures ......................................20


PART III......................................................................21

   Item 9.      Directors and Executive Officers..............................21
   Item 10.     Executive Compensation........................................21
   Item 11.     Security Ownership of Certain Beneficial Owners and
                  Management..................................................21
   Item 12.     Certain Relationships and Related Transactions................22
   Item 13.     Exhibits and Reports on Form 8-K..............................23
   Item 14.     Principal Accountant Fees and Services........................24
Signatures
Certifications


<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

U.S. Telesis Holdings,  Inc. (the "Company"),  formerly U.S. Telesis,  Inc., was
incorporated  under the laws of the state of Delaware on August 25,  1998.  In a
merger  agreement  dated May 20, 1999, U.S.  Telesis,  Inc. merged with and into
Woodland  Communications  Group,  Inc. and thereafter on June 3, 1999,  Woodland
Communications Group, Inc. changed its name to U.S. Telesis Holdings, Inc.

The Company was  organized to provide  diverse  telecommunications  products and
services to the small and medium business  community in the southeastern  United
States  and to  develop a niche  market  strategy  of  reselling  long  distance
services ("switchless services") to the electrical cooperative community.  These
services were anticipated to include 1 + calling, operator assisted calling, and
debit card usage. As a result of the dramatic decline in the  telecommunications
industry,  the Company has  abandoned  its  business  objective  to provide such
telecommunications products and services.

The Company's  present plan is to identify and complete a merger or  acquisition
with a private entity whose business  presents an opportunity  for the Company's
stockholders.  The  Company's  management  will  review  and  evaluate  business
ventures for possible mergers or  acquisitions.  The Company has not yet entered
into any agreement,  nor does it have any commitment or  understanding  to enter
into or become  engaged in such a  transaction,  as of the date of this  filing.
Further,  the business objectives discussed herein are extremely general and are
not intended to restrict the discretion of the Company's management.  A decision
to participate in a specific business will be made based upon a Company analysis
of  the  quality  of  the  prospective  business  opportunity's  management  and
personnel,  asset base, the anticipated  acceptability of the business' products
or marketing concepts,  the merit of a business plan, and numerous other factors
which are difficult, if not impossible, to analyze using any objective criteria.

Selection of Business

The Company is now considering  business  opportunities either through merger or
acquisitions that might create value for our stockholders. We have no day-to-day
operations at the present time. The officers and directors of the Company devote
limited time and attention to the affairs of the Company. Management has adopted
a  conservative  policy of  seeking  opportunities  that it  considers  to be of
exceptional  quality.  As a result of that  policy the  Company may have to wait
some time before consummating a suitable transaction. Management recognizes that
the higher the standards it imposes upon itself, the greater may its competitive
disadvantages  be when vying with other  acquiring  interests or  entities.  The
Company does not intend to restrict its consideration to any particular business
or industry  segment,  and the  Company may  consider,  among  others,  finance,
brokerage, insurance, transportation,  communications, research and development,
biotechnology, service, natural resources, manufacturing or high-technology.


                                       1
<PAGE>


ITEM 1.  DESCRIPTION OF BUSINESS (CONTINUED)

However, due to the Company's limited financial resources,  the scope and number
of suitable candidate  business ventures  available is limited,  and most likely
the  Company  will not be able to  participate  in more  than a single  business
venture.  Accordingly,  it is  anticipated  that the Company will not be able to
diversify,  but may be  limited  to one  merger  or  acquisition.  This  lack of
diversification  will not permit the Company to offset potential losses from one
business opportunity against profits from another.

The decision to participate in a specific business opportunity will be made upon
management's  analysis  of  the  quality  of the  other  firm's  management  and
personnel, the anticipated  acceptability of new products or marketing concepts,
the  merit of  technological  changes  and  numerous  other  factors  which  are
difficult,  if  not  impossible,  to  analyze  through  the  application  of any
objective  criteria.  In many instances,  it is anticipated  that the historical
operations  of a specific  venture  may not  necessarily  be  indicative  of the
potential  for the future  because of the  necessity  to  substantially  shift a
marketing  approach,  expand  operations,  change  product  emphasis,  change or
substantially  augment  management,  or make other changes.  The Company will be
dependent  upon the  management  of a  business  opportunity  to  identify  such
problems and to implement,  or be primarily  responsible for the  implementation
of,  required  changes.   Since  the  Company  may  participate  in  a  business
opportunity with a newly organized business or with a business which is entering
a new phase of growth,  it should be emphasized  that the Company may incur risk
due to the failure of the target's  management  to have proven its  abilities of
effectiveness,  or the failure to establish a market for the target's product or
services, or the failure to realize profits.

We will not  acquire  or merge  with any  company  for which  audited  financial
statements  cannot be obtained.  It may be anticipated  that any  opportunity in
which the Company  participates  will present certain risks. Many of these risks
cannot be adequately  identified prior to selection of the specific opportunity,
and the  Company's  stockholders  must,  therefore,  depend  on the  ability  of
management  to  identify  and  evaluate  such  risk.  In the case of some of the
opportunities  available to the Company, it may be anticipated that the founders
thereof have been unable to develop a going  concern or that such business is in
its development state in that it has not generated significant revenues from its
principal business activities prior to the Company's participation.

Acquisition of Business

In implementing a structure for a particular business  acquisition,  the Company
may become a party to a merger,  consolidation,  reorganization,  joint venture,
franchise or licensing agreement with another corporation or entity. It may also
purchase  stock or assets of an  existing  business.  On the  consummation  of a
transaction,  it is possible that the present management and stockholders of the
Company will not be in control of the Company.  In addition,  the  Company's two
officers and directors may, as part of the terms of the acquisition transaction,
resign and be  replaced  by new  officers  and  directors  without a vote of the
Company's stockholders.


                                       2
<PAGE>


ITEM 1.  DESCRIPTION OF BUSINESS (CONTINUED)

The Company  anticipates that any securities  issued in any such  reorganization
would be issued in reliance on exemptions  from  registration  under  applicable
federal  and  state  securities  laws.  In  some  circumstances,  however,  as a
negotiated  element of this transaction,  the Company may agree to register such
securities  either at the time the  transaction  is  consummated,  under certain
conditions,  or at a specified  time  thereafter.  The  issuance of  substantial
additional  securities and their potential sale into any trading market may have
a depressive effect on such market.

While the actual  terms of a  transaction  to which the  Company  may be a party
cannot  be  predicted,  it may be  expected  that the  parties  to the  business
transaction  will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so called "tax free" reorganization under
Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code").
In order to obtain  tax-free  treatment  under the Code, it may be necessary for
the owners of the  acquired  business to own 80% or more of the voting  stock of
the  surviving  entity.  In such event,  the  stockholders  of the Company would
retain 20% or less of the issued and outstanding shares of the surviving entity,
which could result in significant dilution in the equity of such stockholders.

As a part of our investigation,  officers and directors of the Company will meet
personally  with  management and key personnel,  may visit and inspect  material
facilities,  obtain independent  analysis or verification of certain information
provided,   check  references  of  key  personnel,  and  take  other  reasonable
investigative  measures,  to the  extent  of  the  Company's  limited  financial
resources and management expertise.

The manner in which the Company  participates  in an opportunity  will depend on
the nature of the  opportunity,  the respective needs and desires of the Company
and  other  parties,  the  management  of  the  opportunity,  and  the  relative
negotiating  strength of the Company and such other management.  With respect to
any mergers or acquisitions, negotiations with target company management will be
expected  to  focus  on  the  percentage  of the  Company  that  target  company
stockholders  would  acquire in exchange for their  stockholdings  in the target
company.  Depending upon,  among other things,  the target  company's assets and
liabilities,  the Company's  stockholders  will in all likelihood  hold a lesser
percentage   ownership   interest  in  the  Company   following  any  merger  or
acquisition. The percentage ownership may be subject to significant reduction in
the event the Company  acquires a target company with  substantial  assets.  Any
merger  or  acquisition  effected  by the  Company  can be  expected  to  have a
significant  dilutive  effect on the  percentage of shares held by the Company's
then stockholders.

Operation of Business after Acquisition

The Company's  operation  following its merger or acquisition of a business will
be  dependent  on the nature of the  business  and the  interest  acquired.  The
Company is unable to  determine  at this time  whether  the  Company  will be in
control of the Company  following the  acquisition.  It may be expected that the
business will present various challenges that cannot be predicted at the present
time.


                                       3
<PAGE>


ITEM 1.  DESCRIPTION OF BUSINESS (CONTINUED)

Competition

The  Company  will be  involved  in  intense  competition  with  other  business
entities,  many of which will have a competitive edge over the Company by virtue
of their stronger financial resources and prior experience in business. There is
no assurance that the Company will be successful in obtaining  suitable business
opportunities.

Employees

The Company  currently has no employees.  Our executive  officers devote as much
time to the affairs of the Company as they deem  appropriate.  Management of the
Company expects to use consultants, attorneys, and accountants as necessary, and
does not anticipate a need to engage any full-time employees as long as business
needs are being  identified  and  evaluated.  The need for  employees  and their
availability will be addressed in connection with a decision  concerning whether
or not to acquire or participate in a specific business venture.

ITEM 2.  DESCRIPTION OF PROPERTY

The Company maintains a mailing address at P.O. Box 415, Boston, MA 02117, which
the Company believes is adequate to meet its needs at this time.

ITEM 3.  LEGAL PROCEEDINGS

There  is no  pending  or  threatened  litigation  or other  legal  proceedings,
material or otherwise, nor any claims or assessments with respect to the Company
at the present time.

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

No matters  were  submitted to a vote of our  security  holders  during the year
ended December 31, 2003.




                                       4
<PAGE>


                                     PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND OTHER SHAREHOLDER MATTERS

Currently,  there are 11,280,476 shares of common stock, par value $.001, issued
and outstanding.  The Company's common stock is eligible for trading on the pink
sheets.

Currently,  there are 30,000 warrants outstanding which upon exercise at a price
per share equal to $0.03 would  result in the  issuance of 30,000  shares of the
Company's common stock and 30,000 additional warrants exercisable at a price per
share equal to $0.05.  If  exercised,  the warrants  exercisable  at $0.05 would
result in the issuance of an additional  30,000  shares of the Company's  common
stock.

Rule 144 under the  Securities  Act of 1933, as amended (the  "Securities  Act")
allows  for the sale of  restricted  securities  in limited  quantities  without
requiring the securities to be registered.  Restricted  securities are generally
those which are first issued in a private placement exempt from registration and
which  bear a  restrictive  legend.  Rule 144  generally  applies  to  corporate
insiders  and buyers of private  placement  securities  that were not sold under
Securities and Exchange Commission registration statement requirements.

Under Rule 144,  restricted  securities  may be sold to the public  without full
registration  (the  restriction  lapses  upon  transfer  of  ownership)  if  the
following conditions are met:

     1.   The shares proposed to be sold must be beneficially owned for a period
          of one year and the full  purchase  price for such  shares  shall have
          been paid.

     2.   The amount of shares to be sold are subject to the volume  limitations
          of  paragraph  (e) of Rule 144 (the greater of one percent (1%) of the
          class of  shares  outstanding  as shown on the  issuer's  most  recent
          report  or the  average  weekly  reported  volume of  trading  in such
          securities on all national securities  exchanges for the four calendar
          weeks preceding the filing of the Form 144).  Please note that the OTC
          Bulletin Board is not considered a "national securities exchange".

     3.   The issuer  must be a  reporting  company  and have filed all  reports
          required  to be filed by it during the twelve  (12)  months  preceding
          such sale.

     4.   The selling  shareholder  must file a completed  and executed Form 144
          Notice of Proposed Sale with the Securities and Exchange Commission.

     5.   The broker  selling the shares  must fully  comply with the "manner of
          sale"  provisions of paragraph (f) of Rule 144 and the person  selling
          the securities  shall not: (a) solicit or arrange for the solicitation
          of orders to buy the  securities in  anticipation  of or in connection
          with such transactions, or (b) make any payment in connection with the
          offer or sale of the  securities  to any person  other than the broker
          who executed the order to sell the securities.



                                       5
<PAGE>


ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND OTHER SHAREHOLDER MATTERS
(CONTINUED)

Rule 144(k) of the  Securities  Act provides  for an  exemption  for the sale of
securities  that  have not been  registered  and have been held for at least two
years by the  shareholders  who are not  affiliates  of the  issuer.  Under Rule
144(k) the shares proposed to be sold must be beneficially owned for a period of
two years and the full purchase  price for such shares shall have been paid. The
selling shareholder may not be an officer,  director or beneficial owner of more
than 10% of any class of security of the issuer. The selling shareholder may not
be an "affiliate" of the issuer,  as that term is defined in paragraph (a)(I) of
Rule 144, at the time of the sale or for the three months  preceding  such sale.
These securities can be sold without volume or sale limitations.

Therefore,  all of the  Company's  common  stock  which was issued more than two
years ago can be sold by  stockholders  who are not  affiliates  of the  Company
pursuant  to Rule  144(k).  There is no public  offering  being  proposed by the
Company at this time.

The Company  acknowledges that it is currently a blank check company.  Until the
Company  becomes an  operating  company,  merges with an operating  company,  is
acquired  by  an  operating  company  or  acquires  an  operating  company,  any
securities  issued by the Company  will not be able to be resold  under Rule 144
but must be registered under the Securities Act.

There are  approximately  153 record holders of the Company's  common stock. The
Company has not declared any cash dividends.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of Operation

The Company has not had revenues from  operations in each of the last two fiscal
years.  The sole  revenue of the  Company  during the last two fiscal  years was
derived exclusively from interest income.

The Company  intends to identify  and  complete a merger or  acquisition  with a
private  entity  whose  business  presents  an  opportunity  for  the  Company's
stockholders.  The  Company's  management  will  review  and  evaluate  business
ventures for possible  mergers or  acquisitions.  The Company's  management will
analyze the quality of the  prospective  business  opportunity's  management and
personnel,  asset base, the anticipated  acceptability of business'  products or
marketing  concepts,  the merit of a business  plan, and numerous other factors.
The  Company's  principal  goals  will be to create and  maximize  value for our
stockholders.

The Company  currently  has no  operations.  The  Company's  operating  expenses
consist  of  accounting  and  legal  fees as well as  non-cash  compensation  to
employees and directors. Management believes its current cash balance of $25,888
as of March 10, 2004 is  insufficient  to satisfy its minimum cash  requirements
for the next twelve months.  Management  believes that it needs to raise capital
through an additional  equity financing or through a merger  transaction.  There
can be no assurance  that the Company can raise capital in an additional  equity
financing.



                                       6
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

                           U.S. TELESIS HOLDINGS, INC.

                          INDEX TO FINANCIAL STATEMENTS

                       FINANCIAL STATEMENTS FOR THE YEARS
                  ENDED DECEMBER 31, 2003 AND DECEMBER 31, 2002

                                                                           Page
                                                                           ----

Report of Independent Auditors.............................................8

Balance Sheets as of December 31, 2003 and 2002............................9

Statements of Operations for the Years Ended
   December 31, 2003 and 2002..............................................10

Statements of Changes in Stockholders' Equity (Deficit)
   for the Years Ended December 31, 2003 and 2002..........................11

Statements of Cash Flows for the Years Ended
   December 31, 2003 and 2002..............................................12

Notes to Financial Statements..............................................13-19







                                       7
<PAGE>



                         REPORT OF INDEPENDENT AUDITORS

To the Board of Directors of
U.S. Telesis Holdings, Inc.
Boston, Massachusetts

We have audited the accompanying  balance sheets of U.S. Telesis Holdings,  Inc.
as of  December  31,  2003 and 2002 and the related  statements  of  operations,
changes  in  stockholders'  equity  (deficit)  and cash flows for the years then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of U.S. Telesis Holdings,  Inc. as
of December 31, 2003 and 2002 and the results of their operations and their cash
flows for the  years  then  ended,  in  conformity  with  accounting  principles
generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
financial  statements,  the  Company  is a shell  Company  with  no  significant
operations,  has  negative  cash  flows and has an  accumulated  deficit.  These
circumstances  raise  substantial doubt about its ability to continue as a going
concern.  Management's  plans regarding these matters are also described in Note
2. The  consolidated  financial  statements do not include any adjustments  that
might result from the outcome of this uncertainty.

/s/ Vitale, Caturano & Company, PC
    ------------------------------

March 10, 2004
Boston, Massachusetts



                                       8
<PAGE>


                           U.S. TELESIS HOLDINGS, INC.

                                 BALANCE SHEETS

                           DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                                      2003                 2002
                                                                                 --------------       --------------
CURRENT ASSETS

<S>                                                                              <C>                  <C>
Cash and cash equivalents                                                        $       23,923       $       54,828
                                                                                 --------------       --------------

         Total current assets                                                            23,923               54,828
                                                                                 --------------       --------------

         Total Assets                                                            $       23,923       $       54,828
                                                                                 --------------       --------------

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:

   Accrued expenses                                                              $       53,622       $       10,635
                                                                                 --------------       --------------

         Total current liabilities                                                       53,622               10,635
                                                                                 --------------       --------------

         Total Liabilities                                                               53,622               10,635
                                                                                 --------------       --------------

Commitments and Contingencies (Note 2)

Stockholders' Equity (Deficit):

   Preferred stock ($.001 par value, 1,000,000 shares
     authorized, none issued)                                                                 -                    -
   Common stock ($.001 par value, 50,000,000 shares
     authorized, 10,813,476 and 4,921,810 shares issued and
     outstanding at December 31, 2003 and 2002, respectively)                            10,814                4,922

Additional paid-in capital                                                            1,669,020            1,392,780

Accumulated deficit                                                                  (1,709,533)          (1,353,509)
                                                                                 --------------       --------------

         Total Stockholders' Equity (Deficit)                                           (29,699)              44,193
                                                                                 --------------       --------------

         Total Liabilities and Stockholders' Equity (Deficit)                    $       23,923       $       54,828
                                                                                 ==============       ==============


   The accompanying notes are an integral part of these financial statements.

</TABLE>



                                       9
<PAGE>


                           U.S. TELESIS HOLDINGS, INC.

                            STATEMENTS OF OPERATIONS

                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                                     2003                 2002
                                                                                -------------        -------------
Revenues:

<S>                                                                             <C>                  <C>
   Interest income                                                              $           6        $         141
                                                                                -------------        -------------
         Total revenues                                                                     6                  141
                                                                                -------------        -------------
Expenses:

   Professional fees                                                                  115,290                  438
   Other general and administrative expenses                                          240,740               11,726

         Total expenses                                                               356,030               12,164
                                                                                -------------        -------------

Net loss                                                                        $    (356,024)       $     (12,023)
                                                                                =============        =============

Net loss per common share                                                       $      (0.05)        $           -
                                                                                =============        =============

Weighted average number of common shares outstanding - basic and diluted            7,509,887            4,921,810
                                                                                =============        =============


   The accompanying notes are an integral part of these financial statements.
</TABLE>



                                       10
<PAGE>


                           U.S. TELESIS HOLDINGS, INC.

             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>

                                             Common Stock                                                 Total
                                            .001 Par Value          Additional                         Stockholders'
                                      ---------------------------     Paid-in        Accumulated          Equity
                                          Shares       Amount         Capital           Deficit          (Deficit)
                                          ------       ------      ------------     --------------     -------------
<S>                                      <C>          <C>          <C>              <C>                <C>
Balances - January 1, 2002               4,921,810    $   4,922    $  1,392,780     $  (1,341,486)     $     56,216
Net loss for the year ended
   December 31, 2002                             -            -               -           (12,023)          (12,023)
                                        ----------    ---------    ------------     -------------      ------------
Balances -  December 31, 2002            4,921,810        4,922       1,392,780        (1,353,509)           44,193
Issuance of options to purchase
   common stock                                  -            -          46,000                 -            46,000
Exercise of options to purchase
   common stock                          1,000,000        1,000           3,000                 -             4,000
Issuance of common stock                 3,500,000        3,500         157,970                 -           161,470
Issuance of warrants to purchase
   common stock                                  -           -           15,045                 -            15,045
Exercise of common stock warrants        1,391,666        1,392          54,225                 -            55,617
Net loss for the year ended
   December 31, 2003                             -            -               -          (356,024)         (356,024)
                                        ----------    ---------    ------------     -------------      ------------
Balances -  December 31, 2003           10,813,476    $  10,814    $  1,669,020     $  (1,709,533)     $    (29,699)
                                        ==========    =========    ============     =============      ============


</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                       11
<PAGE>


                           U.S. TELESIS HOLDINGS, INC.

                            STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                                          2003              2002
                                                                                    ---------------   ---------------
<S>                                                                                 <C>               <C>
Cash flows from operating activities:

   Net loss                                                                         $      (356,024)  $       (12,023)

   Adjustments to reconcile net loss to cash used in operating activities:

     Non-cash compensation expense                                                           57,500                 -

     Non-cash interest expense                                                               15,045                 -

     Non-cash consulting expense                                                           149,970                  -

     Change in operating liabilities:

       Increase in accrued expenses                                                          42,987               438
                                                                                    ---------------   ---------------

           Net cash used in operating activities                                            (90,522)          (11,585)
                                                                                    ---------------   ---------------

Cash flows from financing activities:

     Proceeds from exercise of stock options                                                  4,000                 -

     Proceeds from the exercise of warrants                                                  55,617                 -
                                                                                    ---------------   ---------------

           Net cash provided by financing activities                                         59,617                 -
                                                                                    ---------------   ---------------

Net decrease in cash and cash equivalents                                                   (30,905)          (11,585)
                                                                                    ---------------   ---------------

Cash and cash equivalents, beginning of period                                               54,828            66,413
                                                                                    ---------------   ---------------

Cash and cash equivalents, end of period                                            $        23,923   $        54,828
                                                                                    ===============   ===============

Supplemental Disclosure of Cash Flow Information:

   Cash Paid During the Year for:

       Interest expense                                                             $             -   $             -
                                                                                    ===============   ===============

       Income taxes                                                                 $             -   $             -
                                                                                    ===============   ===============

</TABLE>


   The accompanying notes are an integral part of these financial statements.



                                       12
<PAGE>


                           U.S. TELESIS HOLDINGS, INC.

                        NOTES TO THE FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

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

(A)    Nature of Business
       ------------------

U.S. Telesis Holdings,  Inc. (the "Company"),  formerly U.S. Telesis,  Inc., was
incorporated  under the laws of the state of Delaware on August 25,  1998.  In a
merger  agreement  dated May 20, 1999, U.S.  Telesis,  Inc. merged with and into
Woodland  Communications  Group,  Inc. and thereafter on June 3, 1999,  Woodland
Communications Group, Inc. changed its name to U.S. Telesis Holdings, Inc.

The Company was  organized to provide  diverse  telecommunications  products and
services to the small and  medium-sized  business  community in the southeastern
United States and to develop a niche market  strategy of reselling long distance
services to the electrical  cooperative  community.  As a result of the dramatic
decline in the  telecommunications  industry,  the  Company  has  abandoned  its
business objective to provide such telecommunications products and services.

The Company's present plan is identify and complete a merger or acquisition with
a private  entity  whose  business  presents an  opportunity  for the  Company's
stockholders.  The  Company's  management  will  review  and  evaluate  business
ventures for possible mergers or  acquisitions.  The Company has not yet entered
into any agreement,  nor does it have any commitment or  understanding  to enter
into or become engaged in a transaction, as of the date of this filing.

The Company  anticipates that any securities  issued in any such  reorganization
would be issued in reliance on exemptions  from  registration  under  applicable
federal  and  state  securities  laws.  In  some  circumstances,  however,  as a
negotiated  element of this transaction,  the Company may agree to register such
securities  either at the time the  transaction  is  consummated,  under certain
conditions,  or at a specified  time  thereafter.  The  issuance of  substantial
additional  securities and their potential sale into any trading market may have
a depressive effect on such market.

While the actual  terms of a  transaction  to which the  Company  may be a party
cannot  be  predicted,  it may be  expected  that the  parties  to the  business
transaction  will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition as a so called "tax free" reorganization under
Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code").
In order to obtain  tax-free  treatment  under the Code, it may be necessary for
the owners of the  acquired  business to own 80% or more of the voting  stock of
the  surviving  entity.  In such event,  the  stockholders  of the Company would
retain 20% or less of the issued and outstanding shares of the surviving entity,
which could result in significant dilution in the equity of such stockholders.



                                       13
<PAGE>


NOTE 1 - General and Summary of Significant Accounting Policies (continued)
         ------------------------------------------------------

(B)    Net Loss per Common Share
       -------------------------

Basic  earnings  per share is  computed by  dividing  net income  (loss) for the
period by the weighted  average number of common shares  outstanding  during the
period.  Diluted earnings per share is computed by dividing net income (loss) by
the  weighted  average  number  of common  shares  plus the  dilutive  effect of
outstanding  warrants.  Approximately  1.0 million  and 1.7 million  outstanding
warrants were excluded from the  calculation  of diluted  earnings per share for
the three months ended  December 31, 2003 and 2002,  respectively,  because they
were anti-dilutive.

(C)    Income Taxes
       ------------

The Company  accounts for income taxes on the liability  method,  as provided by
Statement of Financial  Accounting  Standards  109,  Accounting for Income Taxes
(SFAS 109) which requires the recognition of deferred tax assets and liabilities
for the future tax consequences of temporary  differences  between the financial
statement and tax basis carrying amounts of assets and liabilities.  The Company
has deferred tax assets from net operating loss  carryforwards.  There is a full
valuation  allowance  against  the  deferred  tax asset,  as such,  there was no
benefit from deferred  income tax assets  recorded for the years ended  December
31, 2003 or 2002.

(D)    Use of Estimates
       ----------------

In preparing  financial  statements in  conformity  with  accounting  principles
generally  accepted in the United  States of America,  management is required to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities,  the disclosure of contingent assets and liabilities at the date of
the  financial  statements,  and the  reported  amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

(E)    Statements of Cash Flows
       ------------------------

For the purposes of the  statements  of cash flows,  the Company  considers  all
highly  liquid debt  instruments  with a maturity  of three  months or less when
purchased to be cash equivalents.

(F)    Recent Accounting Pronouncements
       --------------------------------

In May 2003, the Financial  Accounting Standards Board ("FASB") issued Statement
of Financial  Accounting  Standards No. 150,  "Accounting  of Certain  Financial
Instruments  with  Characteristics  of both Liabilities and Equity," (SFAS 150).
Under SFAS 150, certain  financial  instruments,  which under previous  guidance
were  accounted  for as equity,  should be  accounted  for as  liabilities.  The
financial  instruments  affected include  mandatory  redeemable  stock,  certain
financial instruments that require or may require the issuer to buy back some of
its shares in exchange for cash or other assets and certain obligations that can
be settled with shares of stock.



                                       14
<PAGE>


NOTE 1 - General and Summary of Significant Accounting Policies (continued)
         ------------------------------------------------------

SFAS 150 is effective  for all  financial  instruments  entered into or modified
after May 31, 2003.  The Company does not anticipate the adoption of SFAS 150 to
affect its financial position.

In December 2002,  the FASB issued  Statement of Financial  Accounting  Standard
148, "Accounting for Stock-Based Compensation - Transition and Disclosure" (SFAS
148). SFAS 148 provides alternative methods of transition for a voluntary change
to  the  fair  value  based  method  of  accounting  for  stock-based   employee
compensation.  In  addition,  SFAS 148 amends  the  disclosure  requirements  of
Statement of Financial  Accounting  Standard 123,  "Accounting  for  Stock-Based
Compensation"  (SFAS 123), to require  prominent  disclosures in both annual and
interim  financial  statements  about the method of accounting  for  stock-based
employee compensation and the effect of the method used on reported results. The
disclosures required by SFAS 148 are included in this report.

In November 2002, the Financial  Accounting Standard Board (FASB) issued FIN 45,
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantees  of  Indebtedness  to Others."  FIN 45 requires  additional
disclosure  relating to guarantees and in some cases requires the recognition of
a  liability  for the  value of  certain  guarantees.  FIN 45 is  applicable  to
guarantees  issued or modified  after  December 31, 2002. The adoption of FIN 45
had no  effect on the  Company,  as it does not  guarantee  the  liabilities  of
others.




                                       15
<PAGE>


NOTE 1 - General and Summary of Significant Accounting Policies (continued)
         ------------------------------------------------------

In January  2003,  the FASB issued FIN 46,  Consolidation  of Variable  Interest
Entities,  to expand  upon and  strengthen  existing  accounting  guidance  that
addresses when a company should include in its financial  statements the assets,
liabilities and activities of another entity. Until now, a company generally has
included  another  entity  in  its  combined  financial  statements  only  if it
controlled the entity through voting interests.  FIN 46 changes that guidance by
requiring a variable interest entity, as defined, to be combined by a company if
that  company is subject  to a  majority  of the risk of loss from the  variable
interest  entity's  activities  or is  entitled  to  receive a  majority  of the
entity's  residual  returns  or  both.  FIN 46 also  requires  disclosure  about
variable  interest  entities that the company is not required to consolidate but
in which it has a significant variable interest. The consolidation  requirements
of FIN 46 apply  immediately to variable interest entities created after January
31,  2003 and to older  entities  in the first  fiscal  year or  interim  period
beginning after December 15, 2004. Certain of the disclosure  requirements apply
in all financial  statements  issued after January 31, 2003,  regardless of when
the variable  interest  entity was  established.  The Company  believes that the
application of FIN 46 will not have a material  impact on the Company's  results
of operations or financial position.

NOTE 2 - Going Concern

The Company is a shell  company  seeking a merger  partner.  The Company has not
conducted  any  operations  for the last four  years.  The  Company's  continued
existence  depends on a number of  factors,  including,  but not limited to, the
ability to secure adequate  sources of capital and identify and fund a merger or
acquisition with a suitable company.  This still raises  substantial doubt about
the Company's ability to continue as a going concern. The consolidated financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

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

The Company  maintains its cash balances at a financial  institution  located in
Tennessee.  In the future the balance  may exceed  federally  insured  limits of
$100,000.  The  Company  has not  experienced  any losses in such  accounts  and
believes  it is not exposed to any  significant  credit risk on cash on deposit.
The fair market value of this financial instrument approximates cost.

NOTE 4 - Income Taxes

No income  taxes  were  provided  since the  Company  incurred  losses  from its
inception.  Due to the  uncertainty  of future  taxable  income,  no future  tax
benefits have been recognized. At December 31, 2003 and 2002 the Company has net
operating  loss carry  forwards  of  approximately  $1,500,000  and  $1,400,000,
respectively.  The net  operating  loss  carryforwards  expire at various  dates
through 2023.



                                       16
<PAGE>


NOTE 5 - Stockholders' Equity (Deficit)
         ------------------------------

(A)      Capital Structure
         -----------------

The Company is authorized to issue  51,000,000  shares of $.001 par value stock,
of which  50,000,000  shares with a par value of $.001 is designated  for common
shares.  The  Company's  certificate  of  incorporation  authorizes  a series of
1,000,000  shares  of  preferred  stock  with a par value of $.001 and with such
rights,  privileges and preferences as the board of directors may determine. The
Company has not issued any shares of preferred stock.

By resolution, the Company separately designated 8,000 of these shares as Series
A  Redeemable  Convertible  Preferred  Stock  with a stated  value of $1,000 per
share. The redemption price is $1,300 per share plus accumulated dividends.  The
shares are also  convertible  into common stock calculated on a formula based on
the trading prices of the common stock.

(B)      Warrants
         --------

On July 28, 2003 three warrant  holders,  each  significant  shareholders of the
Company,  exercised their unit purchase  warrants at $0.03 and received  558,333
shares of common  stock and an  additional  warrant to  purchase  an  equivalent
number of shares at $0.05.  The holders  immediately  exercised  the  additional
warrant and  received  558,333  shares of common  stock for a total of 1,116,666
shares.  The fair value of the contingent  warrants  issued was determined to be
$1,539  using the  Black-Scholes  pricing  model.  This  amount is  included  in
administrative  expense in the accompanying statement of operations for the year
ended  December  31,  2003.  In addition one other  warrant  holder  exercised a
warrant at $.03 and  received  5,000  shares of common  stock and an  additional
warrant to purchase an equivalent  number of shares at $0.05.  The fair value of
the contingent  warrants issued was  immaterial.  Total proceeds of $44,816 were
received in connection with the exercises of all the warrants.

In October and November of 2003 several  warrant  holders  exercised  their unit
purchase  warrants at $0.03 and received  135,000  shares of common stock and an
additional  warrant to purchase  an  equivalent  number of shares at $0.05.  The
holders immediately exercised the additional warrant and received 135,000 shares
of common stock for a total of 270,000 shares.  The fair value of the contingent
warrants  issued was  determined to be $13,507 using the  Black-Scholes  pricing
model.  This amount is included  in general  and  administrative  expense in the
accompanying statement of operations for the year ended December 31, 2003. Total
proceeds of $10,800  were  received  in  connection  with the  exercise of these
warrants.

The  Company  has  1,001,000  warrants  outstanding  as of  December  31,  2003,
exercisable  for shares of the  Company's  common stock for $0.03 per share.  If
these warrants are exercised,  additional warrants for the purchase of 1,001,000
share of the Company's  common Stock at a price per share equal to $0.05 will be
issued.  The fair value of the contingent  warrants will be measured at the date
that the  warrants are likely to be issued.  In addition,  the Company has 5,000
warrants  outstanding  as of December  31, 2003,  exercisable  for shares of the
Company's common stock for $0.05 per share.



                                       17
<PAGE>


NOTE 5 - Stockholders' Equity (Deficit) (continued)
         -----------------------------

The Company has the right to call all  outstanding  warrants,  which call can be
exercised at a price per share equal to $0.03 if the average  stock price of the
Company is traded at a 20%  premium in  relation  to the  exercise  price for 20
consecutive  trading days.  During  October and November 2003, the average stock
price of the Company exceeded the 20% premium.  The Company did not exercise its
right to call any of the warrants outstanding.

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

(C)      Stock Options
         -------------

The Company granted an option to purchase  1,000,000  shares of its Common Stock
to Nick Rigopulos pursuant to a stock option agreement dated as of July 30, 2003
between the Company and Nick Rigopulos.  The options vested  immediately and had
an exercise  price of $0.004 per share.  The Company  recorded  compensation  of
$46,000 in connection with the issuance of the options.  The value of the option
was  determined  based on a market  value of the  company's  stock of $0.05  per
share.  This amount is included in  administrative  expense in the  accompanying
statement of  operations  for the year ended  December 31, 2003.  Mr.  Rigopulos
exercised  options to purchase all 1,000,000  shares of Common Stock on July 30,
2003 for proceeds of $4,000.

In February  2004,  the Company  issued an option to purchase  167,000 shares of
common  stock to  Nicholas  Rigopulos  in lieu of salary.  The  options  have an
exercise  price of $0.03.  The options were valued at $6,700 and will be charged
to general and administrative expense during 2004.

(D)    Shares Issued to Consultants
       ----------------------------

The Company  issued  3,000,000  shares of Common Stock for services  rendered to
consultants pursuant to contracts dated July 28, 2003. The shares were valued at
$150,000 based on a market value of the Company's stock of $0.05 per share. This
amount is  included in general and  administrative  expense in the  accompanying
statement of operations  for the year ended December 31, 2003. In July 2003, the
Company issued 200,000 shares of Common Stock to the  secretary/director  of the
Company  as  compensation  for  services  rendered.  The shares  were  valued at
$10,000,  based on a market  value of the  Company's  stock of $0.05 per  share,
which is  included  in general and  administrative  expense in the  accompanying
statement of operations for the three and nine months ended December 31, 2003.



                                       18
<PAGE>


NOTE 5 - Stockholders' Equity (Deficit) (continued)
         -----------------------------

(E)    Shares Issued to Officer
       ------------------------

On January 8, 2003,  the Company  issued  300,000  shares of common  stock to an
officer  of the  Company in lieu of salary.  The shares  were  valued at $1,500,
based on a market  value of the  Company's  stock of $.005 per  share,  which is
included in administrative  expense in the accompanying  statement of operations
for the year ended December 31, 2003.

NOTE 6 - Subsequent Event
         ----------------

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

QUARTERLY DATA (UNAUDITED)

<TABLE>
<CAPTION>
                                                             FIRST     SECOND         THIRD       FOURTH
YEAR ENDED DECEMBER 31,                                    QUARTER    QUARTER       QUARTER      QUARTER

2003
<S>                                                       <C>        <C>          <C>           <C>
Net loss                                                  (16,771)   (45,964)     (256,343)     (36,946)
Basic  net loss per share                               $        -  $   0.01     $    0.04     $      -
2002
Net loss                                                   (4,497)    (3,664)         (902)      (2,960)
Basic  net loss per share                               $        -  $       -    $       -       $       -
</TABLE>




                                       19
<PAGE>



ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURES

During  November  of 2003,  the  Company  had a  disagreement  with  its  former
accountant with respect to the accounting for certain equity  transactions.  The
accountant resigned and the Company filed a Form 8-K announcing the disagreement
and resignation on December 4, 2003.

The Company  engaged  Vitale,  Caturano,  & Company,  P.C.  and filed a Form 8-K
announcing the change on December 31, 2003.

ITEM 8A.  CONTROLS AND PROCEDURES

Based on their evaluation  conducted within 90 days of filing this report,  Form
10-KSB,  our Chief Executive Officer has concluded that our disclosure  controls
and  procedures  (as  defined in rule  13a-14c  promulgated  under the  Security
Exchange Act of 1934,  as amended) are  effective  and designed to alert them to
material financial or other information relating to the Company.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect those controls subsequent of the date of
our most recent evaluation.












                                       20
<PAGE>


                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS

Mr. Nicholas C.  Rigopulos,  age 45, has been a member of the Board of Directors
of the  Company  since  August  1998 and has served as interim  Chief  Executive
Officer of the Company since April 2000.  Mr.  Rigopulos,  from December 2001 to
the present,  has been a self-employed  financial  consultant.  From August 2000
until December 2001, he was founder and President of Copernicus  Systems Inc., a
developer of IP enhanced communications  infrastructure  products. From February
1999 to January  2000,  Mr.  Rigopulos  was a founder and  Managing  Director of
Strategic Capital Partners,  LLC, a financial advisory  boutique.  From November
1997 to January 1999, he was founder and Managing  Director of Stamford  Capital
Partners, LLC, which provided advisory services to emerging technology companies
in the areas of business and financial  strategy and planning.  Between 1989 and
1997, Mr.  Rigopulos was Vice  President at Salomon Smith Barney,  an investment
banking firm.

Mr.  Jules  Benge  Prag IV,  PhD.,  age 46,  has been a member  of the  Board of
Directors  of the Company  since  August 1998 and has served as Secretary of the
Company since April 2000. Mr. Prag, from September 1986 to the present, has been
a  professor  at  the  Drucker  School  of  Management  at  Claremont   Graduate
University.  From  September  2001 to the  present,  he has been a professor  at
Harvey  Mudd  College.  From  June  2002 to the  present,  Mr.  Prag  has been a
consultant/corporate trainer in finance at Southern California Edison.

Currently,  the  Board  of  Directors  has  no  separate  audit,  nominating  or
compensation committees and acts as such as an entire Board.

ITEM 10.  EXECUTIVE COMPENSATION

The Company issued 300,000 shares of common stock on January 8, 2003 to Nicholas
Rigopulos,  interim Chief Executive  Officer of the Company,  in lieu of salary.
The Company issued 1,000,000 options to purchase common stock and 200,000 shares
of common  stock on July 28,  2003 to Nicholas  Rigopulos  and Jules Benge Prag,
Secretary, respectively, in lieu of salary. The stock and options were valued at
$57,500 and charged to compensation expense. The Company has paid no salaries to
its officers and directors for each of the last three completed fiscal years.



                                       21
<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of December 31, 2003,  information  regarding
the  beneficial  ownership  of shares by each person known by the Company to own
five percent or more of the outstanding shares of the Company:

<TABLE>
<CAPTION>
                                                              AMOUNT AND
                                                               NATURE OF
                            NAME AND ADDRESS                  BENEFICIAL
    TITLE OF CLASS          OF BENEFICIAL OWNER                  OWNER       PERCENT OF CLASS

<S>                        <C>                                    <C>                 <C>
Common Stock               Robert Prag                         1,726,850           15.97%
                           2455 El Amigo Road
                           DelMar, CA  92014

Common Stock               Paul Mannion
                           4390 River Bottom Drive
                           Norcross, GA 30092                  1,666,666           15.41%

Common Stock               Belle Group, Ltd.
                           23679 Calabasas Road #412
                           Calabasas, CA 91302                 1,476,850           13.66%

Common Stock               Yale Farrar
                           23679 Calabasas Road #412
                           Calabasas, CA 91302                 1,000,000            9.25%

</TABLE>

The following table sets forth, as of December 31, 2003,  information  regarding
the beneficial  ownership of shares by each of the directors and officers of the
Company and by the directors and officers as a group:

<TABLE>
<CAPTION>
                                                              AMOUNT AND
                                                               NATURE OF
                          NAME AND ADDRESS OF                  BENEFICIAL
    TITLE OF CLASS          BENEFICIAL OWNER                     OWNER       PERCENT OF CLASS

<S>                      <C>                                   <C>                 <C>
                         Nicholas Rigopulos
                         41 Commonwealth Avenue #4
Common Stock             Boston, MA  02116                     1,406,125           13.00%

                         Jules Benge Prag IV, PhD.
                         220 W. 8th Street
Common Stock             Claremont, CA 91711                     215,000            1.99%

                         All Officers and Directors as a
                         Group                                 1,621,125           14.99%

</TABLE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  following  transactions  have  occurred  in the last two years to which the
Company  was or is to be a party,  in which  any  director,  executive  officer,
nominee for election as a director,  security  holder or member of the immediate
family of any of the  aforementioned  persons,  had, or is to have,  a direct or
indirect material interest.



                                       22
<PAGE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (CONTINUED)

The Company issued 300,000 shares of common stock on January 8, 2003 to Nicholas
Rigopulos,  interim Chief Executive  Officer of the Company,  in lieu of salary.
The Company issued 1,000,000 options to purchase common stock and 200,000 shares
of common  stock on July 28,  2003 to Nicholas  Rigopulos  and Jules Benge Prag,
Secretary, respectively, in lieu of salary. The options had an exercise price of
$0.004 per share. Mr. Rigopulos  exercised his options  immediately and received
1,000,000 shares of common stock

On July 28, 2003 the Company issued 3,000,000  shares to three  stockholders for
consulting services provided.  The shares were valued at $149,970 and charged to
consulting expense.

During 2003,  certain  investors  exercised 698,333 warrants at $0.03 per share.
Pursuant to their  warrant  agreements,  the  Company  issued the  investors  an
additional  698,333  warrants  with an exercise  price of $0.05 to. The warrants
were  valued at  $15,035  and  charged  to  interest  expense.  Certain of these
investors exercised an additional 693,333 warrants at $0.05 per share.

In February  2004,  the Company  issued an option to purchase  167,000 shares of
common stock to Nicholas Rigopulos in lieu of salary. The options were valued at
$6,700 and will be charged to general and  administrative  expense  during 2004.
Additionally,  certain investors  exercised 150,000 warrants at $0.03 per share.
Pursuant to their  warrant  agreements,  the  Company  issued the  investors  an
additional  150,000  warrants  with an exercise  price of $0.05 to. The warrants
were valued at $3,300 and charged to general and administrative  expense.  These
investors  immediately  exercised the additional  150,000  warrants at $0.05 per
share. The remaining 856,000 warrants  outstanding expire on or before March 12,
2004.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Documents filed as a part of this Form 10:

EXHIBIT        DESCRIPTION
-------        -----------

   3.1         Certificate of  Incorporation  of U.S.  Telesis  Holdings,  Inc.,
               filed as Exhibit 2.1 to the Registration  Statement on Form 10-SB
               of U.S. Telesis Holdings,  Inc. (File No. 000-50299) filed on May
               29, 2003,  as amended on Form 10-SB/A  filed on July 16, 2003 and
               incorporated herein by reference.

   3.2         By-laws of U.S. Telesis  Holdings,  Inc., filed as Exhibit 2.2 to
               the  Registration   Statement  on  Form  10-SB  of  U.S.  Telesis
               Holdings,  Inc.  (File No.  000-50299)  filed on May 29, 2003, as
               amended on Form 10-SB/A  filed on July 16, 2003 and  incorporated
               herein by reference.

   10.1        Non-Statutory Stock Option Agreement, dated July 28, 2003, by and
               between Nicholas Rigopulos and U.S. Telesis Holdings, Inc., filed
               as Exhibit 4.03 to the Registration Statement on From S-8 of U.S.
               Telesis Holdings,  Inc. (File No. 333-109567) filed on October 8,
               2003 and incorporated herein by reference.

   10.2        Consulting  Agreement,  dated as of July 28,  2003 by and between
               U.S. Telesis  Holdings,  Inc., and Paul T. Mannion,  Jr. filed as
               Exhibit  4.03 to the  Registration  Statement on From S-8 of U.S.
               Telesis Holdings,  Inc. (File No. 108-800) filed on September 15,
               2003 and incorporated herein by reference.



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<PAGE>



ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K (CONTINUED)

(a) Documents filed as a part of this Form 10-K (continued):

EXHIBIT        DESCRIPTION
-------        -----------

   3.1         Certificate of  Incorporation  of U.S.  Telesis  Holdings,  Inc.,
               filed as Exhibit 2.1 to the Registration  Statement on Form 10-SB
               of U.S. Telesis Holdings,  Inc. (File No. 000-50299) filed on May
               29, 2003,  as amended on Form 10-SB/A  filed on July 16, 2003 and
               incorporated herein by reference.

   3.2         By-laws of U.S. Telesis  Holdings,  Inc., filed as Exhibit 2.2 to
               the  Registration   Statement  on  Form  10-SB  of  U.S.  Telesis
               Holdings,  Inc.  (File No.  000-50299)  filed on May 29, 2003, as
               amended on Form 10-SB/A  filed on July 16, 2003 and  incorporated
               herein by reference.

   10.1        Non-Statutory Stock Option Agreement, dated July 28, 2003, by and
               between Nicholas Rigopulos and U.S. Telesis Holdings, Inc., filed
               as Exhibit 4.03 to the Registration Statement on From S-8 of U.S.
               Telesis Holdings,  Inc. (File No. 333-109567) filed on October 8,
               2003 and incorporated herein by reference.

   10.2        Consulting  Agreement,  dated as of July 28,  2003 by and between
               U.S. Telesis  Holdings,  Inc., and Paul T. Mannion,  Jr. filed as
               Exhibit  4.03 to the  Registration  Statement on From S-8 of U.S.
               Telesis Holdings,  Inc. (File No. 108-800) filed on September 15,
               2003 and incorporated herein by reference.

(b) Reports on Form 8-K:

     1.   The Company furnished a Current Report on Form 8-K on December 4, 2003
          to furnish under Item 4 the resignation of its certifying accountant.

     2.   The  Company  furnished a Current  Report on Form 8-K on December  31,
          2003 to furnish  under Item 5 the  appointment  of the  Company's  new
          certifying accountant.


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The  aggregate  fees  billed  for  professional  services  rendered  by  Vitale,
Caturano,  & Company,  P.C. for the audit of the  registrant's  annual financial
statements and review of the financial  statements  included in the registrant's
Form  10-QSB  or  services  that are  normally  provided  by the  accountant  in
connection with statutory and regulatory filings or engagements for fiscal years
2003 and 2002 were $11,000 and $2,000, respectively.

Audit Related Fees

None

Tax Fees

None



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<PAGE>

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES (CONTINUED)

All Other Fees

None

Audit Committee Policies and Procedures

The Company does not have an audit committee.

If greater than 50 percent,  disclose the  percentage  of hours  expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most  recent  fiscal  year that were  attributed  to work  performed  by
persons other than the principal accountant's full-time, permanent employees.

Not applicable

Code of Ethics

The board of directors has not adopted a code of ethics as of December 31, 2003.
The Company has not  adopted a code of ethics  because it has not yet  commenced
operations.






                                       25
<PAGE>



                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                              U.S. Telesis Holdings, Inc.

Date: March 10, 2004                     By:
                                              -----------------------------
                                              Name:  Nicholas Rigopulos
                                              Title:    Chief Executive Officer










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