UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


         [X]  QUARTERLY REPORT PURSUANT TO SECTON 13 OR 15(d) OF THE SECURITIES
              EXCHANGE ACT OF 1934

                 For the quarterly period ended September 30, 2003

         [ ]  TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
              EXCHANGE ACT OF 1934 (No Fee Required)

                           Commission File No. 0-27210




                                  Zunicom, Inc.
              ----------------------------------------------------
                 (Name of Small Business Issuer in its Charter)




              Texas                                            75-2408297
    -------------------------------                  --------------------------
    (State or other jurisdiction of                         (I.R.S. Employer
     incorporation of organization)                       Identification No.)

                           4300 Wiley Post Road, Addison, Texas, 75001
        ----------------------------------------------------------------
                     (Address of principal executive office


                                 (972) 851-5600
                          ----------------------------
                           (Issuer's telephone number)

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

     As  of  September  30,  2003,   8,411,990   shares  of  Common  Stock  were
outstanding.











                                       1

<PAGE>

                                      INDEX


                                                                      Page
                                                                      ----
PART I - Financial Information

Item 1.  Financial Statements

   Consolidated Balance Sheets at September 30, 2003 (unaudited)
   and December 31, 2002................................................3

   Consolidated Statements of Operations for the three and nine month
   periods ended September 30, 2003 and 2002 (unaudited)................5

   Consolidated Statements of Cash Flows for the nine month periods
   ended September 30, 2003 and 2002 (unaudited)........................7

   Notes to Consolidated Financial Statements...........................9

Item 2.  Management's Discussion and Analysis of Financial Condition
   and Results of Operations...........................................14

Item 3.  Quantitative and Qualitative Disclosures About Market Risk....20

Item 4.  Controls and Procedures.......................................21

PART II - Other Information............................................21

   Item 1.  Legal Proceedings..........................................21

   Item 2.  Changes in Securities and Use of Proceeds..................21

   Item 3.  Defaults Upon Senior Securities............................21

   Item 4.  Submission of Matters to a Vote of Securities Holders......21

   Item 5.  Other Information..........................................23

   Item 6.  Exhibits and Reports on Form 8-K...........................23

Signature..............................................................24














                                        2

<PAGE>
PART  I  -  FINANCIAL  INFORMATION
----------------------------------
Item  1.  Financial  Statements

                         ZUNICOM, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


                                     ASSETS

                                               (Unaudited)
                                               September 30,  December 31,
                                                   2003          2002
                                               -----------   -------------
CURRENT ASSETS
  Cash and cash equivalents . . . . . . . .   $  1,040,365   $     648,415
  Accounts receivable - trade, net of
      allowance for doubtful accounts
      of $278,502 (unaudited) and
      $182,235 . . . . . .  . . . . . . . .      8,156,208       6,755,059
  Accounts receivable - other . . . . . . .        105,398         190,611
  Inventories - finished goods, net of
      allowance for obsolescence of
      $597,200 (unaudited) and $422,710 . .      6,664,471       8,013,727

  Prepaid expenses and other current assets        603,468         525,839
                                              ------------   -------------

      Total current assets. . . . . . . . .     16,569,910      16,133,651
                                              ------------   -------------
PROPERTY AND EQUIPMENT
  Facsimile and business center equipment        3,198,991       3,348,297
  Machinery and equipment . . . . . . . . .        691,282         668,213
  Computer equipment. . . . . . . . . . . .        235,215         227,117
  Furniture and fixtures  . . . . . . . . .        310,572         310,572
  Leasehold improvements. . . . . . . . . .        195,998         195,352
  Vehicles. . . . . . . . . . . . . . . . .        140,676         119,432
                                              ------------   -------------
                                                 4,772,734       4,868,983
  Less accumulated depreciation and
      amortization. . . . . . . . . . . . .     (2,723,161)     (2,252,382)
                                              ------------   -------------
      Net property and equipment. . . . . .      2,049,573       2,616,601
                                              ------------   -------------


OTHER ASSETS. . . . . . . . . . . . . . . .         93,681          78,228
                                              ------------   -------------
TOTAL ASSETS. . . . . . . . . . . . . . . .   $ 18,713,164   $  18,828,480
                                              ============   =============


            The accompanying footnotes are an integral part of these
                       consolidated financial statements.

                                   -Continued-

                                        3
<PAGE>
                         ZUNICOM, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS - Continued

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                             (Unaudited)
                                            September 30,    December 31,
                                                 2003            2002
                                            -------------   -------------
CURRENT LIABILITIES
  Line of credit . . . . . . . . . . . . .  $   4,375,177   $   5,536,750
  Current portion of notes payable -
    related party. . . . . . . . . . . . .      1,222,708         500,000
  Current portion of long-term debt. . . .         21,604          16,503
  Accounts payable . . . . . . . . . . . .      4,989,111       5,397,510
  Accrued liabilities. . . . . . . . . . .      1,985,825         942,971
  Other current liabilities. . . . . . . .          9,200           9,200
                                            -------------   -------------
      Total current liabilities. . . . . .     12,603,625      12,402,934
                                            -------------   -------------
NOTES PAYABLE - RELATED PARTY, less
    current portion. . . . . . . . . . . .              -       1,475,854

LONG-TERM DEBT, less current portion . . .         46,335          42,512

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Preferred stock - $1.00 par value;
    1,000,000 shares authorized;  114,588
    (unaudited) and 115,088 Class A
    shares issued and outstanding;
    liquidation preference of $601,587
    (unaudited) and $604,212 . . . . . . .        114,588         115,088
  Common stock - $0.01 par value;
    50,000,000 shares authorized; 8,411,990
    (unaudited) and 8,403,390 shares
    issued and outstanding . . . . . . . .         84,120          84,034
  Additional paid-in capital . . . . . . .     14,442,602      14,454,141
  Accumulated deficit  . . . . . . . . . .     (8,578,106)     (9,746,083)
                                            -------------   -------------
      Total stockholders' equity . . . . .      6,063,204       4,907,180
                                            -------------   -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $  18,713,164   $  18,828,480
                                            =============   =============









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

                                        4

<PAGE>
                         ZUNICOM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                For the Periods Ended September 30, 2003 and 2002
                                   (Unaudited)

<TABLE>
<S>                                        <C>           <C>              <C>            <C>
                                               Three Months Ended              Nine Months Ended
                                                 September 30,                    September 30,
                                           --------------------------     --------------------------
                                               2003           2002            2003           2002
                                           -----------   ------------     ------------  ------------
REVENUES
     Sales.................................$16,068,039   $14,520,404      $42,823,962   $29,385,211
     Service revenue.......................    599,406     1,003,892        1,969,197     3,032,641
                                           -----------   -----------      -----------   -----------
                                            16,667,445    15,524,296       44,793,159    32,417,852
COST OF REVENUES
     Cost of goods sold.................... 13,545,964    12,464,228       36,076,128    24,570,753
     Direct servicing costs................    220,894       239,110          597,530       644,527
                                           -----------   -----------      -----------   -----------
                                            13,766,858    12,703,338       36,673,658    25,215,280
                                           -----------   -----------      -----------   -----------
GROSS PROFIT...............................  2,900,587     2,820,958        8,119,501     7,202,572

OPERATING EXPENSES
     Selling, general and administrative...  2,031,865     1,826,915        5,889,646     5,199,204
     Depreciation and amortization of
         property and equipment............    221,188       185,351          711,981       552,278
                                           -----------   -----------      -----------   -----------
                                             2,253,053     2,012,266        6,601,627     5,751,482
                                           -----------   -----------      -----------   -----------
INCOME FROM OPERATIONS                         647,534       808,692        1,517,874     1,451,090

OTHER INCOME (EXPENSES)
     Interest income.......................          -           196                -         1,758
     Interest expense, related party.......    (72,738)     (106,841)        (241,198)     (298,348)
     Interest expense, other...............    (73,516)      (74,124)        (233,565)     (250,970)
     Other, net............................       (954)      (20,307)         134,492       (50,316)
                                           -----------   -----------      -----------   -----------
                                              (147,208)     (201,076)        (340,271)     (597,876)
                                           -----------   -----------      -----------   -----------
INCOME BEFORE PROVISION FOR INCOME
     TAXES ................................    500,326       607,616        1,177,603       853,214

PROVISION FOR INCOME TAXES.................          -             -                -             -
                                           -----------   -----------      -----------   -----------
</TABLE>











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

                                  -Continued-

                                        5
<PAGE>
                         ZUNICOM, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS - Continued

                For the Periods Ended September 30, 2003 and 2002
                                   (Unaudited)
<TABLE>
<S>                                         <C>           <C>              <C>            <C>
                                               Three Months Ended              Nine Months Ended
                                                 September 30,                    September 30,
                                            -------------------------      -------------------------
                                               2003           2002            2003           2002
                                            ----------    -----------      -----------    ----------
NET INCOME................................. $  500,326    $   607,616      $ 1,177,603    $  853,214
                                            ==========    ===========      ===========    ==========
Net income attributable to common
     shareholders.......................... $  490,700    $   597,263      $ 1,146,398    $  821,280
                                            ==========    ===========      ===========    ==========
Net income per share attributable to
    common shareholders

    Basic.................................. $     0.06    $      0.07      $      0.14    $     0.10
                                            ==========    ===========      ===========    ==========

    Diluted................................ $     0.05    $      0.07      $      0.13    $     0.10
                                            ==========    ===========      ===========    ==========

Weighted-average common shares
    outstanding

    Basic..................................  8,409,099      8,403,390        8,405,314     8,403,390
                                            ==========    ===========      ===========    ==========

    Diluted................................ 10,662,965      8,633,566        8,634,490     8,633,566
                                            ==========    ===========      ===========    ==========
</TABLE>
























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

                                        6


<PAGE>
                         ZUNICOM, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                               For The Nine Month
                    Periods Ended September 30, 2003 and 2002

                                   (Unaudited)

                                                             2003        2002
CASH FLOWS FROM OPERATING ACTIVITIES                     ----------- -----------
Net income                                               $1,177,603  $  853,214
Adjustments to reconcile net income to net
   cash provided by (used in) operating activities:
     Depreciation of property and equipment.............    711,981     552,278
     Provision for bad debts............................    191,650     143,757
     Provision for obsolete inventory...................    144,490       9,000
     Loss on disposal of equipment......................          -      23,759
     Change in operating assets and liabilities
           Accounts receivable - trade.................. (1,592,798) (4,324,336)
           Accounts receivable - other..................     85,213    (154,316)
           Inventories..................................  1,204,765  (5,220,862)
           Prepaid expenses and other current assets....    (77,629)    (29,921)
           Other assets.................................    (15,453)    (99,332)
           Accounts payable.............................   (408,399)  5,144,412
           Accrued liabilities..........................  1,042,854   1,023,464
                                                         ----------  ----------
Net cash provided by (used in) operating activities.....  2,464,277  (2,078,883)
                                                         ----------  ----------
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchases of property and equipment..................   (144,953)   (480,969)
   Decrease in certificate of deposit...................          -     160,563
                                                         ----------  ----------
Net cash used by investing activities...................   (144,953)   (320,406)
                                                         ----------  ----------
CASH FLOWS FROM FINANCING ACTIVITIES
   Net activity on line of credit....................... (1,161,573)  2,670,614
   Repayment of long-term debt..........................   (744,222)   (619,831)
   Payment of preferred stock dividends.................    (21,579)    (31,934)
                                                         ----------  ----------
Net cash provided by (used by) financing activities....  (1,927,374)  2,018,849
                                                         ----------  ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS....    391,950    (380,440)

Cash and cash equivalents at beginning of period........    648,415   1,355,153
                                                         ----------  ----------
Cash and cash equivalents at end of period.............. $1,040,365  $  974,713
                                                         ==========  ==========






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

                                   -Continued-

                                        7

<PAGE>
                         ZUNICOM, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
                               For The Nine Month
                    Periods Ended September 30, 2003 and 2002
                                   (Unaudited)

                                                             2003        2002
                                                         ----------- -----------
SUPPLEMENTAL SCHEDULE OF NONCASH
     INVESTING AND FINANCING ACTIVITIES

     Dividends paid through issuance
        of common stock................................. $    9,626  $        -
                                                         ==========  ==========
     Conversion of preferred stock
        to common stock................................. $      500  $        -
                                                         ==========  ==========
     Acquisition of property and equipment
        through capital lease........................... $   21,244  $   32,372
                                                         ==========  ==========


































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

                                        8

<PAGE>
                        ZUNICOM, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE A - BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and in  accordance  with  the  instructions  to  Form  10-Q  and  Article  10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements.

In the opinion of management,  all adjustments  (consisting of normal  recurring
adjustments) considered necessary for a fair presentation have been included for
the three and nine month periods ended September 30, 2003. The results for the
three and nine  month  periods  ended  September  30,  2003 are not  necessarily
indicative  of the results that may be expected for the year ended  December 31,
2003. The consolidated  financial  statements  included in this filing should be
read in conjunction  with the Company's  consolidated  financial  statements and
notes  thereto  included in the  Company's  annual report on form 10-KSB for the
year ended December 31, 2002.

Certain 2002 amounts have been reclassified to conform to 2003 presentation.

NOTE B - ORGANIZATION

Zunicom,  Inc.,  formerly  Tech  Electro  Industries,  Inc.,  ("Zunicom"  or the
"Company")  was formed on January  10,  1992 as a Texas  corporation.  Effective
October 17, 2002,  Tech Electro  Industries,  Inc.  changed its name to Zunicom,
Inc.  On May 12,  2003,  Zunicom's  subsidiary,  Universal  Battery  Corporation
changed its name to Universal Power Group, Inc. ("Universal").  Since its
inception  in 1968,  Universal  has evolved  from a  distributor  of  electronic
components  into a battery,  battery  powered  products  and  security  products
distributor  and supplier,  a  third-party  fulfillment  provider,  and a custom
battery pack assembler. Zunicom's other subsidiary, AlphaNet Hospitality Systems
Inc.  ("AlphaNet"),  provides in-room  facsimile and business center services to
the hotel industry for their business  travelers through  licensing  agreements.
AlphaNet  generates  revenues from its product line which includes InnFax(R) and
The Office(TM).  InnFax(R) is a patented in-room  facsimile service which offers
guests a  personal  facsimile  number and  e-mail  address  to send and  receive
correspondence during the duration of their stay, as well as facsimile, printing
and  copying  capabilities.  The  Office(TM),  is a full  service,  credit  card
activated business center for business travelers staying at hotels.

NOTE C - STOCK BASED COMPENSATION

The Company  accounts for  stock-based  employee  compensation  arrangements  in
accordance  with provisions of Accounting  Principles  Board ("APB") Opinion No.
25,  "Accounting  for Stock  Issued to  Employees".  Under APB  Opinion  No. 25,
compensation  expense for employees is based on the excess,  if any, on the date
of grant, between the fair value of the Company's stock over the exercise price.
The Company did not record compensation expense related to the issuance of stock
options  during the three and nine month  periods  ended  September  30, 2003 or
2002.  Had the Company  determined  compensation  based on the fair value at the


                                        9
<PAGE>
NOTE C - STOCK BASED COMPENSATION (continued)

grant date for its stock options under SFAS No. 123, "Accounting for Stock-Based
Compensation,"  as  amended  by  SFAS  No.  148,   "Accounting  for  Stock-Based
Compensation-Transition  and Disclosure-an amendment of FASB Statement No. 123",
net income  attributable to common  stockholders  and net income per share would
not have  significantly  differed  from  reported  net income and net income per
share  attributable  to common  stockholders.  The Company  accounts  for equity
instruments  issued to  non-employees  in accordance with the provisions of SFAS
No. 123 as amended by SFAS No. 148 and Emerging Issues Task Force ("EITF") Issue
No.  96-18,  "Accounting  for Equity  Instruments  That Are Issued to Other Than
Employees for Acquiring, or in Conjunction with Selling, Goods or Services". All
transactions in which goods or services are the con- sideration received for the
issuance of equity  instruments are accounted for based on the fair value of the
consideration  received  or the fair  value  of the  equity  instrument  issued,
whichever is more reliably measurable. The measurement date of the fair value of
the  equity  instrument  issued  is  the  earlier  of  the  date  on  which  the
counterparty's  performance is complete or the date on which it is probable that
performance will occur.


NOTE D - NET INCOME PER SHARE

Basic net income per share is computed by dividing net income,  decreased by the
preferred stock dividends of $31,205 and $31,934 for the nine month periods
ending September 30, 2003 and 2002, respectively, and $9,626 and $10,353 for the
three month periods  ending  September 30, 2003 and 2002,  respectively,  by the
weighted average number of common shares outstanding for the period. Diluted net
income per share is computed by dividing net income  decreased by the  preferred
stock dividends by the weighted average number of common shares and common stock
equivalents outstanding for the period.

The following table provides reconciliation between basic and diluted net income
per share attributable to common shareholders:
<TABLE>
<S>                                        <C>          <C>           <C>         <C>
                                               Three Months Ended       Nine Months Ended
                                                 September 30,             September 30,
                                            -----------------------   ----------------------
                                                2003        2002         2003          2002
                                            ----------- -----------   ----------- ----------
Net income attributable to common
     shareholders.......................... $   490,700 $   597,263   $ 1,146,398 $  821,280

Weighted average number of shares outstanding
    Basic..................................   8,409,099   8,403,390     8,405,314   8,403,390
    Dilutive effect of common stock
     equivalents...........................   2,253,866     230,176       229,176     230,176
                                            ----------- -----------   ----------- -----------
    Diluted................................  10,662,965   8,633,566     8,634,490   8,633,566

Net income per share attributable to
           common shareholders
    Basic.................................. $      0.06 $      0.07   $      0.14 $      0.10
                                            =========== ===========   =========== ===========
    Diluted................................ $      0.05 $      0.07   $      0.13 $      0.10
                                            =========== ===========   =========== ===========
</TABLE>



                                       10
<PAGE>
NOTE E - LINE OF CREDIT

On March 27,  2002,  Universal  obtained  a  $12,000,000  line of credit  with a
financing  company,  payable on demand,  with interest  payable monthly at prime
plus  1.25%,  maturing  March  2005.  The line of credit is secured by  accounts
receivable,  inventories and equipment of Universal.  The line's availability is
based on a borrowing formula which allows for borrowings equal to 85% of
Universal's eligible accounts receivable and a percentage of eligible inventory.
On September  30, 2003,  $4,375,177  was  outstanding  under the line of credit,
while $2,154,077 remained available for borrowings under the line.

NOTE F - NOTES PAYABLE - RELATED PARTY

AlphaNet has two notes payable to related party financing companies. One note in
the original  principal  amount of $1,525,000  is payable to Appel  Investments,
Inc. ("Appel"). Kim Yeow Tan, William Tan's brother, is an officer, director and
shareholder  of Appel.  As of September  30,  2003,  AlphaNet  owes  $782,308 in
principal  on this note.  The second note in the  original  principal  amount of
$1,000,000 is payable to AHS Funding LLC ("AHS").  Jenny Jechart,  a shareholder
of the Company, is the principal shareholder. As of September 30, 2003, AlphaNet
owes $440,400 in principal on this note. These notes,  which have interest rates
of 20.5%, originally matured on October 21, 2001 and have been extended to March
27,  2004.  The Appel and AHS notes are secured by a first lien on all  AlphaNet
assets and a second lien on all AlphaNet stock owned by Zunicom.

At December  31, 2002 Zunicom had a note  payable to a related  party  financing
company  with an  original  principal  amount  of  $500,000  payable  to  Caspic
International,   Inc.  William  Tan,  the  President,   CEO  and  a  significant
shareholder   of  Zunicom  is  also  a  director  and   shareholder   of  Caspic
International, Inc. As of September 30, 2003 this note has been paid in full.

NOTE G - SEGMENTS

The battery and third party fulfillment sales segment  represents the operations
of Universal,  which includes the stocking and sales of battery, battery related
products,  passive  electronic  components,  and security  and  security-related
products. The hospitality service operations of AlphaNet provide private in-room
facsimile and office business centers for the use of business  travelers.  These
segments  were  identified  based  on the  different  nature  of  the  services,
locations, and, in general, the type of customers for those services.

















                                       11


<PAGE>
NOTE G - SEGMENTS (continued)

A summary of the segment financial  information  reported to the chief operating
decision maker is as follows:
<TABLE>
<S>                             <C>             <C>          <C>         <C>
                                          Nine Months Ended September 30, 2003
                                -------------------------------------------------------
                                                Battery & 3rd
                                Facsimile &     Party Fulfillment
                                Business Center Sales        Adjustments Consolidated
                                --------------- ------------ ----------  ------------
Revenue                            $ 1,969,197  $ 42,823,962 $       -   $ 44,793,159
Depreciation and amortization          623,524        84,051     4,406        711,981
Segment profit (loss)                 (291,607)    1,713,899  (244,689)     1,177,603
Segment assets                       2,210,874    16,375,428   126,862     18,713,164
Capital expenditures by segment        121,884        44,313         -        166,197

                                           Nine Months Ended September 30, 2002
                                -------------------------------------------------------
                                                Battery & 3rd
                                Facsimile &     Party Fulfillment
                                Business Center Sales        Adjustments Consolidated
                                --------------- ------------ ----------  ------------
Revenue                            $ 3,032,641  $ 29,385,211  $      -   $ 32,417,852
Depreciation and amortization          459,414        87,704     5,160        552,278
Segment profit (loss)                   82,968     1,128,550  (358,304)       853,214
Segment assets                       3,620,077    17,500,064   135,242     21,255,383
Capital expenditures by segment        285,064       224,010     4,267        513,341

                                         Three Months Ended September 30, 2003
                                -------------------------------------------------------
                                                Battery & 3rd
                                Facsimile &     Party Fulfillment
                                Business Center Sales        Adjustments Consolidated
                                --------------- ------------ ----------  ------------
Revenue                            $   599,406  $ 16,068,039 $       -   $ 16,667,445
Depreciation and amortization          191,494        28,255     1,439        221,188
Segment profit (loss)                 (182,475)      764,727   (81,926)       500,326
Segment assets                       2,210,874    16,375,428   126,862     18,713,164
Capital expenditures by segment         57,751             -         -         57,751

                                          Three Months Ended September 30, 2002
                                -------------------------------------------------------
                                                Battery & 3rd
                                Facsimile &     Party Fulfillment
                                Business Center Sales        Adjustments Consolidated
                                --------------- ------------ ----------  ------------
Revenue                            $ 1,003,892  $ 14,520,404  $      -    $15,524,296
Depreciation and amortization          150,791        32,682     1,878        185,351
Segment profit (loss)                   92,457       623,167  (108,008)       607,616
Segment assets                       3,620,077    17,500,064   135,242     21,255,383
Capital expenditures by segment        115,312        78,703     4,267        198,282

</TABLE>


The adjustments  represent  depreciation and  amortization  related to corporate
assets,  corporate  expenses,  and corporate  capital  expenditures to reconcile
segment balances to consolidated amounts.





                                       12
<PAGE>
NOTE H - CONCENTRATIONS

Through  September 30, 2003, a significant  portion of Universal's  business was
conducted with one major customer, which represented  approximately 53% and 54%,
respectively,  of  Universal's  revenues  for the  three and nine  months  ended
September  30, 2003. At September  30, 2003  Universal  had  aggregate  accounts
receivable from this customer in the amount of $2,708,469.  Through November 14,
2003, substantially all of this amount has been collected. Through September 30,
2002, a significant portion, of UBC's business was with the same major customer,
which  represented  approximately  48% and 32%,  respectively,  of the Company's
revenue for the three and nine months ended September 30, 2002. At September 30,
2002 UBC had aggregate  accounts  receivable from this customer in the amount of
$2,954,185.

NOTE I - INCOME TAXES

Zunicom  has  generated  substantial  tax loss  carry-forwards  that  created  a
significant  deferred tax asset at September 30, 2003.  Zunicom has not recorded
this  deferred tax asset due to the  uncertainty  of  realization.  In assessing
whether deferred tax assets will be realizable,  management considers whether it
is more likely than not that all or some  portion of the deferred tax asset will
be realized.  The ultimate  realization of deferred tax assets is dependent upon
the generation of future taxable income.  Management  considers projected future
taxable  income  and tax  planning  strategies  in making  this  assessment.  At
September 30, 2003,  Zunicom had net operating loss  carry-forwards  for federal
tax purposes of approximately $11 million,  which are available to offset future
taxable income,  if any, and begin to expire in 2011,  subject to limitations of
Section 382 of the Internal Revenue Code.


NOTE J - SHAREHOLDERS' EQUITY

During the nine months ended  September  30, 2003,  500 shares of the  Company's
Series A Preferred Stock were converted to 1,000 shares of the Company's  common
stock.  Also during the nine months ended  September 30, 2003,  the Company paid
dividends on the Series A Preferred Stock as follows:  cash dividends of $21,579
and through the issuance of 7,510 shares of the Company's common stock valued at
$9,626.



















                                       13

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

The  following  discussion  and  analysis  should  be read in  conjunction  with
Zunicom's Consolidated Financial Statements and notes thereto included elsewhere
in this Form 10-Q. Except for the historical  information  contained herein, the
discussion in this Form 10-Q contains  certain forward  looking  statements that
involve  risks  and  uncertainties,  such  as  statements  of  Zunicom's  plans,
objectives,  expectations and intentions. The cautionary statements made in this
Form 10-Q  should be read as being  applicable  to all  related  forward-looking
statements  wherever they appear in this Form 10-Q.  These  statements  include,
without limitation,  statements  concerning the potential operations and results
of the Company described below. Zunicom's actual results could differ materially
from these  discussed  here.  Factors  that could  cause or  contribute  to such
differences include,  without limitation,  those factors discussed herein and in
Zunicom's Annual Report on Form 10-KSB for the year ended December 31, 2002.

RECENT DEVELOPMENTS

On May 12, 2003,  Universal  Battery  Corporation  changed its name to Universal
Power Group, Inc. to reflect its business diversification to include the sale of
batteries,  battery-related  and battery-powered  products,  specifically in the
security,  medical and  consumer  markets,  and its new  business in the sale of
third-party fulfillment and logistics services.

On  June  24,  2003,  AlphaNet  introduced  at  the  2003  Hospitality  Industry
Technology   Exposition  and  Conference  (HITEC),   two  new  productivity  and
connectivity   tools  for  hotels  and  their  business  traveler  guests,   the
"WaveLan(TM)"   and  the  "LapTop   Connect(TM)".   WaveLan(TM)  is  a  wireless
connectivity  product that  provides  hotel  guests with public  area,  wireless
access to the Internet.  With WaveLan(TM) the hotel can offer wireless  Internet
access to their guests in any number of  locations  including  lobbies,  meeting
rooms,  lounges,  bars and  restaurants.  As a credit  card  activated  service,
WaveLan(TM) has the potential to become a  revenue-generating  business tool for
the hotel.  LapTop  Connect(TM)  allows  hotel guests or visitors the ability to

connect their laptop  computers to  high-speed  Internet  access points  located
within the property.  LapTop Connect(TM) also offers a hotspot for users wishing
to access the Internet  through the wireless  network  feature of their  Laptop.
Laptop  Connect(TM) and WaveLan(TM) were installed at three confirmed Beta sites
in August 2003.  WaveLan(TM)  was also  installed in an  additional  location in
October 2003.

On September 16, 2003, Zunicom fully paid off the remaining principal of $84,000
on an original  loan of $500,000 to Caspic  International,  Inc.  This note bore
interest at 12% per annum and was secured by a pledge of all outstanding  shares
of AlphaNet stock owned by Zunicom.

On October 6, 2003,  Universal  introduced  its new  Universal  Mobility line of
battery-powered electric scooters including the UB Scootin I(TM), a kid-scooter,
UB Scootin II(TM), a stand-up teen scooter,  UB Zippin(TM),  a scooter with seat
and trunk, and UB Cruzin(TM),  an electric bicycle. The mobility line is part of
Universal's strategy to diversify into products and markets that are synergistic
with its core. The key element in Universal's  battery-powered  scooters is that
they  are  quiet  and  environmentally-friendly.  Universal  believes  that  its
mobility line will add to its revenue base.

                                       14

<PAGE>
RESULTS OF OPERATIONS

Currently, the operations of Zunicom are conducted through its two subsidiaries,
Universal and AlphaNet.

THREE MONTHS ENDED  SEPTEMBER 30, 2003 COMPARED TO THREE MONTHS ENDED  SEPTEMBER
30, 2002.

Revenues

For the three month period ended  September 30, 2003,  Zunicom had  consolidated
revenues of  $16,667,445  compared to  $15,524,296  for the similar period ended
September 30, 2002, an increase of $1,143,149 (7.4%).

Universal,  AlphaNet and Zunicom had revenues of  $16,068,039,  $599,406 and $0,
respectively,  for the three month period ended  September  30, 2003 compared to
revenues of $14,520,404, $1,003,892 and $0, respectively, for the similar period
in 2002.

Universal's  increase in revenues of  $1,547,635  is primarily  attributable  to
increased  revenues  from  a  third  party  fulfillment  customer,  Brinks  Home
Security,  Universal's largest customer. In addition,  sales of battery, battery
related and battery  powered  products  also  increased  in the primary  markets
serviced  by  Universal.   Specifically,  Brinks  Home  Security  sales  totaled
$8,475,355  for the  three  month  period  ended  September  30,  2003  and were
$7,471,912 for the similar  period in 2002.  Universal's  direct  shipments have
increased  for  the  three  month  period  in  2003 to  $3,120,503  compared  to
$2,258,508  for the same period in 2002. The increase is primarily due to direct
shipment of battery and battery related products directly to the manufacturer of
Universal's Mobility line.

AlphaNet's  decrease in revenues of $404,486 is  attributable  to the  continued
decline in facsimile usage by hotel guests as well as declining installations of
InnFax  machines.  In addition,  Alphanet no longer  charges  hotels service and
usage  fees upon  contract  renewal.  This has also  contributed  to  AlphaNet's
decrease in revenues as compared to the prior year. However, AlphaNet's decrease
in facsimile revenues of approximately $497,492 has been partially offset by the
increase in revenues  from usage and  installations  of "The Office"  product in
hotels of $93,006.

Cost of Revenues

For the three month period ended September 30, 2003, Zunicom's consolidated cost
of revenues increased to $13,766,858 compared to cost of revenues of $12,703,338
for the similar period in 2002, an increase of $1,063,520 (8.4%).

Universal's  and AlphaNet's cost of revenues  totaled  $13,545,964 and $220,894,
respectively,  for the three month period ended September 30, 2003,  compared to
$12,464,228  and  $239,110,  respectively,  for  the  similar  period  in  2002.
Increased  revenues at Universal  during the three month period ended  September
30, 2003 compared to the similar period in 2002 directly resulted in an increase
in the cost of revenues  during the same three month period in 2003  compared to
the similar  period in 2002.  Cost of revenues as a  percentage  of revenues for
Universal  decreased  to 84%  compared  to 86% for the  similar  period in 2002.
Higher  margins  compared to the prior year are  attributable  to better  buying
power but are offset by  increased  sales to Brinks Home  Security as  Universal

                                       15
<PAGE>
earns  lower  margins on third party  fulfillment  services.  Universal's  gross
margins for the three month period  ended  September  30, 2003 from  fulfillment
services for Brinks Home  Security  were  approximately  10% compared to average
gross margins of 20% from sales to other customers.

AlphaNet's direct servicing costs as a percentage of service  revenues increased
to 37% for the three month period ending  September 30, 2003 compared to 24% for
the same period in 2002. The increase in direct costs as a percentage of service
revenues is  primarily  attributable  to an increase in reserves  for  facsimile
inventories as a result of continuing decline in service revenues.

Operating Expenses

For the three month period ended  September  30,  2003,  Zunicom's  consolidated
operating  expenses,  consisting  of  selling,  general and  administrative  and
depreciation  and  amortization  expenses  increased to  $2,253,053  compared to
$2,012,266 for the similar period in 2002, an increase of $240,787.

Universal's,  AlphaNet's,  and  Zunicom's  selling,  general and  administrative
expenses totaled $1,655,576,  $298,258 and $78,031,  respectively, for the three
month period ended  September  30, 2003,  compared to  $1,325,144,  $410,639 and
$91,132, respectively, for the similar period in 2002.

The increase in Universal's selling, general and administrative expenses in 2003
is primarily due to increases in employee bonuses of $115,750,  bad debt expense
of $85,217,  property taxes of $25,643 and legal expenses of $73,652 compared to
the  same  period  in  2002.  These  increases  are  primarily  associated  with
additional   personnel  and  warehouse   facilities  necessary  for  Universal's
fulfillment services provided to Brinks Home Security.

The  decrease in  AlphaNet's  selling,  general and  administrative  expenses is
largely  attributable  to  decreased  wages,  payroll  taxes  and  group  health
insurance of $22,273,  state and  property  taxes of $76,550 and rent of $10,800
compared to the same period in 2002.

The  decrease  in  Zunicom's  selling,  general and  administrative  expenses is
primarily  attributable  to moving  expenses  incurred during 2002 for Zunicom's
move to Texas of $22,288  partially  offset by increased travel costs during the
same three month period in 2003 of $7,107.

For the three month period ended  September  30,  2003,  Zunicom's  consolidated
depreciation expense was $221,188 compared to $185,351 for the similar period in
2002,  an increase of $35,837.  The  increase  is  primarily  due to  Alphanet's
purchases of  equipment  for its "The  Office"  product  during the three months
ended September 30, 2003.

Interest Expense

Zunicom's  consolidated interest expense was $146,254 for the three month period
ended  September 30, 2003 compared to $180,965 for the similar period in 2002, a
decrease of $34,711.  The decrease in interest  expense is  attributable  to the
decreased  interest  rate under the  Universal  line of credit  during the three
months ended  September  30, 2003 compared to the same period in 2002 as well as
principal  payments  made by  AlphaNet  and  Zunicom on  outstanding  debt.  The
decrease  in AlphaNet  notes  payable at  interest  rates of 20.5% is  partially


                                       16
<PAGE>
offset by increased  borrowings under the Universal line of credit, which has an
interest rate of prime plus 1.25% (5.5% at September 30, 2003).


NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2002.

Revenues

For the nine month period  ended  September  30,  2002,  Zunicom had revenues of
$44,793,159  compared to $32,417,852 for the similar period in 2002, an increase
of $12,375,307 (38.2%).

Universal, AlphaNet and Zunicom had revenues of $42,823,962, $1,969,197, and $0,
respectively,  for the nine months ended September 30, 2003 compared to revenues
of $29,385,211, $3,032,641 and $0, respectively, for the similar period in 2002.

Universal's  increase in revenues of  $13,438,751 is primarily  attributable  to
increased  revenues  from  a  third  party  fulfillment  customer,  Brinks  Home
Security,  Universal's largest customer, while sales of battery, battery related
and battery powered products remained consistent in the primary markets serviced
by Universal.  Specifically,  Brinks Home Security revenues totaled  $22,945,040
for the nine month period ended September 30, 2003 and were  $10,344,565 for the
similar period in 2002.  Universal  direct shipments have increased for the nine
month period in 2003 to $5,609,779 compared to $3,879,447 for the same period in
2002. The increase is primarily due to direct  shipment of batteries and battery
related products directly to the manufacturer of Universal's Mobility line.

AlphaNet's  decrease in revenues of $1,063,444 is  attributable to the continued
decline in facsimile usage by hotel guests as well as declining installations of
InnFax  machines.  In addition,  Alphanet no longer  charges  hotels service and
usage  fees upon  contract  renewal.  This has also  contributed  to  AlphaNet's
decrease in revenues as compared to the prior year. However, AlphaNet's decrease
in facsimile  revenues of approximately  $1,239,348 has been partially offset by
the  increase  usage and  installations  of "The  Office"  product  in hotels of
$205,402.

Cost of Revenues

For the nine month period ended  September 30, 2003,  Zunicom's cost of revenues
increased to $36,673,658 compared to $25,215,280 for the similar period in 2002,
an increase of $11,458,378 (45.4%).

Universal's  and AlphaNet's cost of revenues  totaled  $36,076,128 and $597,530,
respectively,  for the nine month period ended  September 30, 2003,  compared to
$24,570,753  and  $644,527,  respectively,  for  the  similar  period  in  2002.
Increased revenues at Universal during the nine month period ended September 30,
2003 compared to the similar period in 2002, directly resulted in an increase in
the cost of revenues  during the same nine month period  compared to the similar
period in 2002.  Cost of revenues as a percentage of revenues for Universal were
84% for both of the nine months periods ended September 30, 2003 and 2002.

AlphaNet's direct servicing costs as a percentage of service revenues  increased
to 30% compared to 21% for the nine month periods ending  September 30, 2003 and
2002.  The  increase  in direct  costs as a  percentage  of service  revenues is


                                       17
<PAGE>
primarily attributable to an increase in reserves for facsimile inventories as a
result of continuing decline in service revenues.

Operating Expenses

For the  nine  month  period  ended  September  30,  2003,  Zunicom's  operating
expenses, consisting of selling, general and administrative and depreciation and
amortization  expenses  increased to $6,601,627  compared to $5,751,482  for the
similar period in 2002, an increase of $850,145.

Universal's,  AlphaNet's,  and  Zunicom's  selling,  general and  administrative
expenses totaled $4,716,286,  $958,316 and $215,044,  respectively, for the nine
month period ending September 30, 2002,  compared to $3,450,487,  $1,439,261 and
$309,456, respectively, for the similar period in 2002.

The increase in Universal's selling, general and administrative expenses in 2003
is due to increases in payroll, taxes, and group health insurance related
expenses of $340,249, employee bonuses of $271,809, consulting fees of $104,260,
legal $65,295,  property taxes of $122,385,  property and liability insurance of
$48,128,  bad debts of $103,800 and rent and  utilities of $100,077  compared to
2002.  These increases are primarily  related to the additional costs associated
with the Brinks contract.

The  decrease in  AlphaNet's  selling,  general and  administrative  expenses is
primary  attributable  to decreased  marketing  expenses and rent of $52,753 and
decreased  wages and sales  commissions of $241,132 during 2003 due to reduction
in personnel and closing of the New Jersey office.

During  the nine  months  ended  September  30,  2003  Zunicom  experienced  the
following  decreases in selling general and administrative  expenses as compared
to the same period in the prior year: wages of $81,132, moving costs of $35,560,
meals,  entertainment  and travel of $12,482  offset by an  increase in employee
bonuses of $36,017 for the nine months ended September 30, 2003.

For the nine month period ended September 30, 2003, Zunicom incurred $711,981 in
depreciation  and  amortization  expense  compared to  $552,278  for the similar
period in 2002,  an increase of  $159,703.  The  increase  is  primarily  due to
AlphaNet's  purchases of equipment for its "The Office"  product during the nine
months ended September 30, 2003.

Interest Expense

For the nine month period  September  30,  2003,  Zunicom  incurred  $474,763 in
interest  expense  compared to $549,318  during the  similar  period in 2002,  a
decrease of $74,555.  The decrease in interest  expense is  attributable  to the
decreased  interest  rate  under the  Universal  line of credit  during the nine
months ended  September  30, 2003 compared to the same period in 2002 as well as
principal  payments  made by  AlphaNet  and  Zunicom on  outstanding  debt.  The
decrease  in AlphaNet  notes  payable at  interest  rates of 20.5% is  partially
offset by increased  borrowings under the Universal line of credit, which has an
interest rate of prime plus 1.25% (5.5% at September 30, 2003).

Other Income(Expense)

Zunicom's consolidated other income was $134,492 for the nine month period ended
September  30, 2003  compared to other expense of $50,316 for the same period in

                                       18
<PAGE>
2002. The 2003 other income  represents the sale of a patent by AlphaNet for net
proceeds  of  $141,251  during the nine months  ended  September  30, 2003 while
maintaining the right to use it. The patent sale is included in other income for
the nine months ended September 30, 2003.

Liquidity

Zunicom had cash and cash equivalents on a consolidated  basis of $1,040,365 and
$648,415, respectively, at September 30, 2003 and 2002.

Net cash provided by operations  was  $2,464,277 for the nine month period ended
September 30, 2003  compared to cash used in  operations  of $2,078,833  for the
similar  period in 2002.  The cash provided by operating  activities in 2003 was
primarily related to net income of $1,177,603,  depreciation and amortization of
$711,981,  the  provisions  for bad debt and obsolete  inventory of $191,650 and
$144,490, respectively, an increase in operating liabilities of $634,455, offset
by an increase in  operating  assets of  $395,902.  Net cash used in  operations
during the nine month period ended  September 30, 2002 was primarily  related to
an increase in operating assets of $9,828,767, offset by net income of $853,214,
depreciation  and  amortization  of  $552,278,  the  provision  for bad  debt of
$143,757 and an increase in operating liabilities of $6,167,876.  The changes in
operating  assets  and  liabilities  during  both 2003 and 2002  were  primarily
related to Universal's sales to Brinks Home Security.

Net cash used by investing  activities for the nine month period ended September
30, 2003, was $144,953 compared to $320,406 for the similar period in 2002. Cash
used in both  periods was  primarily  related to the  purchase  of property  and
equipment.

Net cash used by financing  activities for the nine month period ended September
30, 2003 was $1,927,374 compared to net cash provided by financing activities of
$2,018,849  for the  similar  period  in 2002.  The net cash  used by  financing
activities  for the nine months ended  September  30, 2003 was  comprised of net
repayments on the line of credit of  $1,161,573,  repayment of long-term debt of
$744,222  and payment of  preferred  stock  dividends  of $21,579.  The net cash
provided by financing  activities  for the nine months ended  September 30, 2002
was comprised of net  borrowings  on the line of credit of $2,670,614  offset by
repayment of long-term debt of $619,831 and payment of preferred stock dividends
of $31,934.

Universal has a  $12,000,000  revolving  line of credit with a finance  company,
payable on demand with interest  payable  monthly at prime plus 1.25%,  maturing
March 27,  2005.  The line of  credit is  secured  by the  accounts  receivable,
inventories  and equipment of Universal.  The line's  availability is based on a
borrowing  formula  which  allows  for  borrowings  equal to 85% of  Universal's
eligible  accounts  receivable  plus the lesser of  $3,000,000 or 85% of the net
orderly liquidation value of Universal's eligible inventory and 55% of the lower
of cost or market of Universal's eligible inventory. This line of credit is
guaranteed by Zunicom.  On September 30, 2003,  $4,375,177 of the line of credit
was  outstanding,  while $2,154,077  remained  available for borrowing under the
line of credit.

At September 30, 2003,  AlphaNet had notes payable to financing  companies  with
balances of $1,222,708.  One note in the original principal amount of $1,525,000
is payable to Appel Investments,  Inc., a company in which Kim Yeow Tan, William
Tan's  brother,  is an officer,  director and  shareholder.  As of September 30,

                                       19
<PAGE>
2003,  AlphaNet owes  $782,308 in principal on this note.  The other note in the
original principal amount of $1,000,000 is payable to AHS Funding LLC, a company
in  which  Jenny  Jechart,  a  shareholder  of the  Company,  is  the  principal
shareholder and a director.  As of September 30, 2003, AlphaNet owes $440,400 in
principal on this note.  These notes,  which bear interest at 20.5%,  originally
matured on October 21, 2001 and were extended to March 27, 2004. These notes are
secured by a first lien on all AlphaNet assets and a second lien on all AlphaNet
stock  owned  by  Zunicom.  As  provided  for in the  Universal  line of  credit
agreement  discussed in the preceding  paragraph,  Universal  may, under certain
conditions,  borrow under the line to advance funds to its parent,  Zunicom,  to
pay this indebtedness of AlphaNet.  Assuming borrowing  availability and certain
fixed charge coverage ratio tests are met, Universal may borrow for this purpose
up to 50% of its quarterly net income until such AlphaNet  indebtedness is paid.
The loan  agreements  between  AlphaNet and said  financing  companies have been
amended  to  extend  the  maturity  dates  of the  notes to  March  27,  2004 in
consideration of the repayment provisions discussed above.

Zunicom is seeking  alternative  sources of financing to repay the Appel and AHS
Funding  notes  payable.  These  lenders  have not  indicated  whether they will
refinance these loans. We have applied for loans from traditional  lenders,  but
to date have been unable to secure  acceptable loan terms or terms with which we
can comply.  To date,  we have been  unsuccessful  in securing  any  alternative
financing.

Zunicom  believes that cash provided by its operations and cash available  under
the Universal line of credit will be sufficient to meets its  operational  needs
over the next year.  However,  it may not be  sufficient to retire the Appel and
AHS Funding indebtedness.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Exchange

Our customers are primarily located in the U.S.  However,  many of our suppliers
are located  outside the U.S.  and our  financial  results  could be impacted by
foreign  currency  exchange rates and market  conditions  abroad.  However,  the
aggregate impact of any likely exchange rate fluctuations would be immaterial as
most of  payments  are  made in  U.S.  dollars.  We  have  not  used  derivative
instruments to hedge our foreign exchange risks though we may choose to do so in
the future.

Our  international  business  is  subject to risks  typical of an  international
business, including, but not limited to: differing economic conditions,  changes
in  political   climate,   differing  tax  structures,   other  regulations  and
restrictions  and foreign  exchange  rate  volatility.  Accordingly,  our future
results  could be  materially  adversely  affected  by changes in these or other
factors.  The effect of foreign exchange rate fluctuations on us during 2003 and
2002 was not material.

Interest Rates

Or exposure to market rate risk for changes in interest rates relates  primarily
to our line of credit.  Our line of credit,  maturing March 2005, bears interest
at prime plus 1.25%. A change in the prime rate would have a material  effect on
interest expense.

                                       20
<PAGE>
The  Company's  existing  long-term  debt owed to  related  parties  have  fixed
interest rates;  however,  future borrowings may bear interest at variable rates
and, accordingly,  the Company's exposure to market risk for changes in interest
rates may change in the future.  At September 30, 2003, the Company's  long-term
debt owed to related  parties is $1.2  million.  This debt bears  interest  at a
fixed rate of 20.5% and is due in full in March 2004.


ITEM 4.  CONTROLS AND PROCEDURES

Within 90 days prior to the date of this report,  we carried out an  evaluation,
under the  supervision  and with the  participation  of our principal  executive
officer and principal  financial officer, of the effectiveness of the design and
operation of our disclosure  controls and procedures.  Based on this evaluation,
our principal  executive officer and principal  financial officer concluded that
our disclosure  controls and procedures are effective in timely alerting them to
material  information  required to be included in our periodic  SEC reports.  It
should be noted that the design of any system of  controls is based in part upon
certain  assumptions about the likelihood of future events,  and there can be no
assurance  that any design will succeed in achieving  its stated goals under all
potential future conditions, regardless of how remote.

In addition,  there have been no significant changes in our internal controls or

in other factors that could  significantly  affect those controls  subsequent to
the date of their last evaluation.


PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

        None.

Item 2. Changes in Securities and Use of Proceeds.

        None.

Item 3. Defaults Upon Senior Securities.

        None.

Item 4. Submission of Matters to a Vote of Securities Holders.

                    Annual Meeting of Shareholders 2003

                                  ZUNICOM, INC.
                    MINUTES OF ANNUAL MEETING OF SHAREHOLDERS
                               SEPTEMBER 24, 2003


         The annual meeting of shareholders of Zunicom, Inc. (the "Company") was
held at the offices of the Company at 4300 Wiley Post Road, Addison, Texas 75001
at 10:00a.m.  on September  24, 2003.  The meeting was convened by the Company's
Chairman, William Tan. Mimi Tan, Secretary of the Company, acted as Secretary of
the  meeting.  Ian Edmonds,  Executive  Vice  President  of the  Company,  Julie

                                       21
<PAGE>
Sansom-Reese,  CFO of the Company,  Tim Jackson of KBA Group LLP, the  Company's
auditors,  Carl Generes,  the Company's  General  Counsel,  J.R.  Reese,  Lyndon
Taylor,  Norman  Barth,  David  Arnold and Jenny  Jechart,  shareholders  of the
Company, were also present.

         Ms. Tan  announced  that  94.57% of the  outstanding  voting  shares of
common stock are present in person or by proxy. Mr. Tan declared the presence of
a quorum and that  therefore the  shareholders  could  consider and act upon the
proposals set forth in the Notice of the Meeting.

         The first  proposal  was the  election of  directors to serve until the
next annual meeting of shareholders  and until their  successors are elected and
qualify. Ms. Tan announced that Management has nominated in favor of William Tan
and  Ian  Edmonds  to  be  elected  and  that  7,937,012  shares  equivalent  to
approximately 94% of the shares outstanding have voted for William Tan, and that
7,936,932 shares equivalent to approximately 94% of the shares  outstanding have
voted for Ian Edmonds.  Further,  Ms. Tan, a shareholder,  nominated William Tan
and Ian Edmonds. Mr. Dave Arnold, a shareholder,  seconded those nominees. There
were no nominations from the floor and Mr. Tan declared the nomination closed.

         Mr. Tan  announced  that the next  proposal for  consideration  was the
ratification of KBA Group LLP as the Company's auditors.

         Ms. Tan announced that 7,936,480 shares equivalent to approximately 94%
of the shares outstanding has voted for KBA Group LLP as the Company's auditors.
Further,  Ms.  Tan,  a  shareholder,  nominated  KBA Group LLP as the  Company's
auditors. Mr. Dave Arnold seconded the motion.

         Mr. Tan then asked Ms. Tan to report the results of the vote on the two
proposals.

         Ms. Tan reported  that for election of directors,  the following  votes
were cast:

                 For                       Abstained                  Against
                 ---                       ---------                  -------
William Tan      7,937,012                 11,515                     5
Ian Edmonds      7,936,932                 11,515                     85

         Ms.  Tan  reported  that  for  the  ratification  of KBA  Group  LLP as
auditors, the following votes were cast:

                 For                       Abstained                  Against
                 ---                       ---------                  -------
                 7,807,552                 11,501                     551

         Mr. Tan then  declared  that Messrs.  Tan and Edmonds were duly elected
directors of the Company to serve until the next annual meeting of  shareholders
and until their  successors  are elected and qualify.  Mr. Tan also declared the
ratification of KBA Group LLP as the Company's auditors.

         Mr. Tan asked if there were any questions from the floor and there were
none.

         There being no further  business  brought  before the meeting,  Mr. Tan
declared the meeting closed at approximately 10:40am.

                                       22
<PAGE>



Item 5. Other Information.

        None.

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

a) Exhibits

     31.1 Certification of Chief Executive Officer Pursuant To 18 U.S.C. Section
     1350, As Adopted Pursuant To Section 302 Of The Sarbanes-Oxley Act of 2002

     31.2 Certification of Chief Financial Officer Pursuant To 18 U.S.C. Section
     1350, As Adopted Pursuant To Section 302 Of The Sarbanes-Oxley Act of 2002

     32.1 Certification of Chief Executive Officer Pursuant To 18 U.S.C. Section
     1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002

     32.2 Certification of Chief Financial Officer Pursuant To 18 U.S.C. Section
     1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002

b) Reports on Form 8-K.

     None.































                                       23
<PAGE>
                                    Signature
                                    ---------

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, as amended, the registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.


                                       Zunicom, Inc.
                                       -----------------------------


Date: November 14, 2003                /s/Julie Sansom-Reese
                                       --------------------------------
                                       Chief Financial Officer










































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