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Air Water International Corp – ‘S-1’ on 4/3/06

On: Monday, 4/3/06, at 8:29am ET · Accession #: 1116502-6-716 · File #: 333-132934

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/03/06  Air Water International Corp      S-1                    3:68K                                    Issuer Section 16/FA

Registration Statement (General Form) — Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement                                21    116K 
 2: EX-21.1     Subsidiaries of the Registrant                         1      5K 
 3: EX-23.1     Consents of Experts and Counsel                        1      5K

S-1 — Registration Statement
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) A Warning About Forward-Looking Statements Calculation of Registration Fee Changes in and Disagreements With Accountants Description of Capital Stock Exhibits Required to Be Filed by Item 601 of Regulation S-K Incorporation of Documents by Reference Indemnification of Directors and Officers Legal Matters Management Market for Common Equity and Related Stockholder Matters Other Expenses of Issuance and Distribution Plan of Distribution Prospectus Summary Recent Sales of Unregistered Securities Risk Factors Selling Shareholders Where You Can Find More Information
1	1st Page - Filing Submission
"	Calculation of Registration Fee
5	Where You Can Find More Information
"	Incorporation of Documents by Reference
6	Prospectus Summary
"	Risk Factors
"	Plan of Distribution
7	A Warning About Forward-Looking Statements
8	Selling Shareholders
10	Management
"	Description of Capital Stock
"	Market for Common Equity and Related Stockholder Matters
12	Legal Matters
"	Changes in and Disagreements With Accountants
13	Item 13. Other Expenses of Issuance and Distribution
"	Item 14. Indemnification of Directors and Officers
"	Item 15. Recent Sales of Unregistered Securities
18	Item 16. Exhibits Required to Be Filed by Item 601 of Regulation S-K

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 As filed with the U.S. Securities and Exchange Commission on March 31, 2006
================================================================================
                                              Registration No. 333-_____________

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

 ___________________

FORM S-1
 ___________________

 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 UNIVERSAL COMMUNICATION SYSTEMS, INC.

(Exact name of Registrant as specified in its charter)

      Nevada                        3585                    86-0887822
(State or other jurisdiction       (Primary Standard          (I.R.S. Employer  
     of incorporation         Industrial Classification    Identification No.)
or organization)              Code Number)                          
 ___________________

404 Lincoln Road
 Suite 12F
Miami Beach, Florida 33139
(305) 672-6344
(Address, including zip code, and telephone number, including area code,  
of Registrant's principal executive offices)

Michael J. Zwebner
404 Lincoln Road
 Suite 12F
Miami Beach, Florida 33139
(305) 672-6344

(Name, address, including zip code, and telephone number, including area code,
 of agent for service)

 ___________________

 With a copy to:

Andrew J. Beck, Esq.
 Torys LLP
 237 Park Avenue
New York, New York 10017
(212) 880-6000

Approximate date of commencement of proposed sale to the public: As soon as     
practicable after this registration statement becomes effective.                

If any of the securities being registered on this Form are to be offered on a   
delayed or continuous basis pursuant to Rule 415 under the Securities Act of    
1933, check the following box. [X]                                              

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the   
Securities Act registration statement number of the earlier effective           
registration statement for the same offering. [ ]                               

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under  
the Securities Act, check the following box and list the Securities Act         
registration statement number of the earlier effective registration statement   
for the same offering. [ ]                                                      

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under  
the Securities Act, check the following box and list the Securities Act         
registration statement number of the earlier effective registration statement   
for the same offering. [ ]                                                      

If delivery of the prospectus is expected to be made pursuant to Rule 434,      
please check the following box. [ ]                                             

 ___________________

 CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]

------------------------------------ ---------------------- -------------------------- ------------------------ --------------------
                                                                                          Proposed Maximum                          
      Title of Each Class of             Amount to be       Proposed Maximum Offering    Aggregate Offering           Amount of     
    Securities to Be Registered          Registered(1)      Price per Common Share(2)         Price(2)             Registration Fee 
------------------------------------ ---------------------- -------------------------- ------------------------ --------------------
                                                                                                                                    

------------------------------------ ---------------------- -------------------------- ------------------------ --------------------
Common Stock....................      414,156,875 shares            $0.01955                $8,096,766.90                $867       
------------------------------------ ---------------------- -------------------------- ------------------------ --------------------

-----------------                                                               
(1)  Pursuant to Rule 416, there are also being registered for resale such      
indeterminable additional shares of common stock as may be issued as a
result of anti-dilution provisions of the Registrant's 9% Secured     
Convertible Promissory Notes and Class A and Class B Warrants.        
(2)  Based on the average of the bid and asked prices of $0.01955 per share of  
   the Registrant's common stock reported on the OTC Bulletin Board on March
     27, 2006, within five days of the filing of this registration statement, in
accordance with Rule 457(c).                                          

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THE REGISTRANT SHALL AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS 
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A  
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT    
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE        
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL  
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING 
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.                                   

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--------------------------------------------------------------------------------
 The information in this prospectus is not complete and may be
 changed. These securities may not be sold until the
registration statement filed with the Securities and
Exchange Commission is
effective. This prospectus is not an offer to sell these
 securities and it is not soliciting an offer to buy these
 securities in any jurisdiction where the offer or sale is
not permitted.
--------------------------------------------------------------------------------

 SUBJECT TO COMPLETION

 PRELIMINARY PROSPECTUS DATED MARCH 31, 2006

 UNIVERSAL COMMUNICATION SYSTEMS, INC.

414,156,875 SHARES OF COMMON STOCK

__________________

The selling shareholders named in this prospectus are offering all of the shares
of common stock offered through this prospectus. We will not receive any        
proceeds from the sale of the common stock being sold by the selling            
shareholders, although if warrants are exercised for cash we will receive the   
warrant exercise price. The shares being offered have been reserved for issuance
upon exercise of warrants and options and conversion of convertible notes that  
we have issued to the selling shareholders.                                     

The common stock is traded on the NASD OTC Bulletin Board under the symbol      
"UCSY". On March 28, 2006, the closing bid price for our common stock was $0.02 
per share.                                                                      

The selling shareholders may offer their shares at any price. We will pay all   
expenses of registering the shares.                                             

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS"
BEGINNING ON PAGE __ OF THIS PROSPECTUS.                                        

We have not authorized anyone to provide you with different information from    
that contained in this prospectus. We are not making an offer of these          
securities in any state where the offer is not permitted. You should not assume 
that the information in this prospectus is accurate as of any date other than   
the date on the front of this prospectus.                                       

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES         
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE      
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.                                                               

The date of this prospectus is __________________, 2006.                        

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 TABLE OF CONTENTS

                                                                        PAGE

WHERE YOU CAN FIND MORE INFORMATION........................................1    

INCORPORATION OF DOCUMENTS BY REFERENCE....................................1    

PROSPECTUS SUMMARY.........................................................2    

RISK FACTORS...............................................................2    

A WARNING ABOUT FORWARD-LOOKING STATEMENTS.................................3    

SELLING SHAREHOLDERS.......................................................4    

PLAN OF DISTRIBUTION.......................................................5    

BUSINESS 5                                                                      

MANAGEMENT.................................................................6    

DESCRIPTION OF CAPITAL STOCK...............................................6    

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS...................6    

LEGAL MATTERS..............................................................8    

EXPERTS  8                                                                      

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS..............................8    

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 WHERE YOU CAN FIND MORE INFORMATION

We file annual reports, quarterly reports, periodic reports and proxy statements
with the U.S. Securities and Exchange Commission. You may read and copy any     
document that we file at the SEC's public reference facilities at 100 F Street  
N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-732-0330  
for more information about its public reference facilities. Our SEC filings are 
also available to you free of charge at the SEC's web site at                   
http://www.sec.gov. Information about us may be obtained from our website       
www.ucsy.com. Copies of our SEC filings are available free of charge on the     
website as soon as they are filed with the Securities and Exchange Commission   
(SEC) through a link to the SEC's EDGAR reporting system. Simply select the     
"Investors" menu item, then click on the "www.edgars.com" link.                 

This Prospectus is a part of the registration statement that we filed on Form   
S-1 with the SEC. The registration statement contains more information about us 
and our Common Stock than this Prospectus, including exhibits and schedules. You
should refer to the registration statement for additional information about us  
and our Common Stock being offered in this Prospectus. Statements that we make  
in this Prospectus relating to any documents filed as an exhibit to the         
registration statement or any document incorporated by reference into the       
registration statement may not be complete and you should review the referenced 
document itself for a complete understanding of its terms.                      

 INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC allows us to incorporate by reference the information we file with them.
This means that we can disclose information to you by referring you to those    
documents. The documents that have been incorporated by reference are an        
important part of the Prospectus, and you should review that information in     
order to understand the nature of any investment by you in our Common Stock.    
Information contained in this Prospectus automatically updates and supersedes   
previously filed information. We are incorporating by reference the documents   
listed below:                                                                   

*Our Annual Report on Form 10-KSB for the fiscal year ended September 30, 2005; 
and                                                                           

*Our Proxy Statement for our Annual Meeting of Stockholders to be held on       
March 31, 2006; and                                                           

*Our Quarterly Report on Form 10-QSB for the quarter ended December 31, 2005;   
and                                                                           

*Our Form 8-Ks dated February 24, 2006 and March 14, 2006.                      

We will provide to each person, including any beneficial owner, to whom this    
prospectus is delivered, a copy of any or all of the reports or documents that  
have been incorporated by reference into this prospectus. If you would like a   
copy of any of these documents, at no cost, please write or call us at:         

 Universal Communication Systems, Inc.
 409 Lincoln Road, Suite 12F
Miami Beach, Florida 33139
Attention: Corporate Secretary
(305) 672-6344

You should only rely upon the information included in or incorporated by        
reference into this Prospectus or in any Prospectus supplement that is delivered
to you. We have not authorized anyone to provide you with additional or         
different information. You should not assume that the information included in or
incorporated by reference into this Prospectus or any Prospectus supplement is  
accurate as of any date later than the date on the front of the Prospectus or   
Prospectus supplement.                                                          

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We have not authorized any person to provide you with information different from
that contained or incorporated by reference in this Prospectus. The selling     
shareholders are offering to sell, and seeking offers to buy, shares of our     
Common Stock only in jurisdictions where offers and sales are permitted. The    
information contained in this Prospectus is accurate only as of the date of this
Prospectus, regardless of the time of delivery of this Prospectus or of any sale
of our Common Stock.                                                            

PROSPECTUS SUMMARY

This summary highlights selected information from this Prospectus and may not   
contain all of the information that is important to you. To understand the terms
of the securities we are offering, you should carefully read this document with 
any attached Prospectus supplement. You should also read the documents to which 
we have referred you in "Where You Can Find More Information" on page 1 for     
additional information about us and our financial statements.                   

OUR BUSINESS                                                                    

We currently have three channels of activity:                                   

o    the design, manufacture (utilizing contract manufacturing organizations)   
and marketing of systems that perform water extraction from air;      

o    the development and installation of solar power systems; and               

o    the manufacture (subcontracted to third parties) and marketing of portable 
 photovoltaic cells in leather and plastic cases for consumer electronic
products.                                                             

A copy of our Annual Report on Form 10-KSB for the fiscal year ended September  
30, 2005 accompanies this Prospectus and contains information about us,         
including audited financial statements for our fiscal year ended September 30,  
2005. Please refer to the Annual Report for additional information.             

RISK FACTORS                                                                    

Purchasers of our Common Stock should consider carefully, in addition to the    
other information contained in or incorporated by reference into this Prospectus
or any supplement, the risk factors set forth in the Risk Factors section       
beginning on page 2.                                                            

USE OF PROCEEDS                                                                 

We will not receive any proceeds from the sale of our Common Stock under this   
Prospectus by the selling stockholders identified under "Selling Shareholders", 
although if warrants are exercised for cash we will receive the warrant exercise
price.                                                                          

PLAN OF DISTRIBUTION                                                            

The selling stockholders will sell shares covered by this Prospectus in         
open-market transactions effected on the OTC Bulletin Board or in privately     
negotiated transactions.                                                        

RISK FACTORS

Described below are the material risks that we face. Our business, operating    
results or financial condition could be materially adversely affected by, and   
the trading price of our common stock could decline due to, any of these risks. 

WE WILL REQUIRE ADDITIONAL CAPITAL IN THE SHORT TERM TO REMAIN A GOING CONCERN  

We will require short term outside investment on a continuing basis to finance  
our current operations and any expansion of activities. Since we began          
operations, we have generated virtually no revenues and have incurred           
substantial expenditures. We expect to continue to experience losses from       
operations while we develop our new revenue source, consummate acquisitions and 
develop other technologies. In view of this fact, our auditors have stated in   

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their report for the period ended September 30, 2005 that our ability to meet   
our future financing requirements, and the success of our future operations,    
cannot be determined at this time. In order to finance our working capital      
requirements we are negotiating existing equity investments and new investments,
but there can be no assurance that we will obtain this capital or that it will  
be obtained on terms favorable to us. If we do not obtain short term financing  
we may not be able to continue as a viable concern. We do not have a bank line  
of credit and there can be no assurance that any required or desired financing  
will be available through bank borrowings, debt, or equity offerings, or        
otherwise, on acceptable terms. If future financing requirements are satisfied  
through the issuance of equity securities, investors may experience significant 
dilution in the net book value per share of common stock.                       

WE ARE DEPENDENT ON THE SERVICES OF KEY INDIVIDUALS AND THE LOSS OF ANY OF THESE
INDIVIDUALS COULD SIGNIFICANTLY AFFECT OUR ABILITY TO OPERATE OUR BUSINESS      

WE MAY BE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS                    

Our success depends in part on our ability to protect our proprietary           
technologies. We rely on a combination of patent, copyright and trademark laws, 
trade secrets and confidentiality and other contractual provisions to establish 
and protect our proprietary rights. We hold one patent from the United States   
Patent and Trademark Office pertaining to the distributed wireless call         
processing system and several patents with respect to the air-water process.    
However, our patents may not be of sufficient scope or strength, others may     
independently develop similar technologies or products, duplicate any of our    
products or design around our patents, and the patents may not provide us       
competitive advantages. Litigation, which could result in substantial costs and 
diversion of effort by us, may also be necessary to enforce any patents issued  
or licensed to us or to determine the scope and validity of third-party         
proprietary rights. Any such litigation, regardless of outcome, could be        
expensive and time consuming, and adverse determinations in any such litigation 
could seriously harm our business.                                              

WE MAY NOT BE ABLE TO SUCCESSFULLY MARKET AND DEVELOP THE AIR FROM WATER SYSTEMS
REQUIRED BY THE MARKET WE ARE FOCUSING OUR SALES EFFORTS ON. GOVERNMENTS AND    
HUMANITARIAN ORGANIZATIONS ARE SUBJECT TO POLITICAL INFLUENCES WHICH CAN CHANGE 
WITHOUT NOTICE. NEEDS, AS DEFINED BY THESE GROUPS, MAY ALSO CHANGE. IF WE CANNOT
DESIGN, BUILD AND MODIFY THE SYSTEMS TO MEET WITH THESE CHANGES, OUR MARKETING  
EFFORTS MAY NOT BE PRODUCTIVE.                                                  

OTHER RISK ISSUES                                                               

We have pursued, are currently pursuing and, in the future may pursue, new      
technologies and businesses internally and through acquisitions and combinations
which involve significant risks. Any such acquisition or combination may        
involve, among other things, the issuance of equity securities, the payment of  
cash, the incurrence of contingent liabilities and the amortization of expenses 
related to goodwill and other intangible assets, and transaction costs, which   
have adversely affected, or may adversely affect, our business' results of      
operations and financial condition. Our ability to integrate and organize any   
new businesses and/or products, whether internally developed or obtained by     
acquisition or combination, will likely require significant expansion of our    
operations. There is no assurance that we will have or be able to obtain the    
necessary resources to satisfactorily effect such expansion, and the failure to 
do so could have a material adverse effect on our business, financial condition 
and results of operations. In addition future acquisitions and or combinations  
by the Company involve risks of, among other things, entering markets or        
segments in which we have no or limited prior experience, the potential loss of 
key employees of the acquired company and/or difficulty, delay or failure in the
integration of the operations, management, personnel and business of any such   
new business with our business and operating and financial difficulties of any  
new or newly combined operations, any of which could have a materially adverse  
effect on our business, financial condition and results of operations. Moreover,
there can be no assurance that the anticipated benefits of any specific         
acquisition or of any internally developed new business segment or business     
combination will be realized.                                                   

A WARNING ABOUT FORWARD-LOOKING STATEMENTS

We have made forward-looking statements (as such term is defined in the Private 
Securities Litigation Reform Act of 1995) in this document and in documents that
are incorporated by reference in this document that are subject to risks and    
uncertainties. We caution you to be aware of the speculative nature of          
forward-looking statements. Forward-looking statements include the information  

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concerning possible or assumed future results of our operations. Also,          
statements including words such as "believes," "expects," "anticipates,"        
"intends," "plans," "estimates," or similar expressions are forward-looking     
statements. These statements reflect our good faith belief based on current     
expectations, estimates and projections about (among other things) the industry 
and the markets in which we operate, but they are not guarantees of future      
performance. Purchasers of shares offered hereby should note that many factors, 
some of which are discussed elsewhere in this document and in the documents     
incorporated by reference in this document, could affect our future financial   
results and could cause actual results to differ materially from those expressed
in forward-looking statements contained or incorporated by reference in this    
document. Important factors that could cause actual results to differ materially
from the expectations reflected in the forward-looking statements in this       
Prospectus include, among others, the factors set forth under the caption "Risk 
Factors," general economic, business and market conditions, changes in laws, and
increased competitive pressure. We can give no assurances that the actual       
results we anticipate will be realized or, even if substantially realized, that 
they will have the expected consequences to, or effects on, us or our business  
or operations. Except as required by applicable laws, we do not intend to       
publish updates or revisions of any forward-looking statements we make to       
reflect new information, future events or otherwise.                            

SELLING SHAREHOLDERS

We have listed below:                                                           

o    the name of each selling shareholder                                       

o    the relationship of each selling shareholder to our company, as applicable 

o    the number of shares of common stock beneficially owned by the selling     
shareholder as of the date of this prospectus                         

o    the number of shares being offered by each of them.                        

The shares being offered hereby are being registered to permit public secondary 
trading, and the selling shareholders are under no obligation to sell all or any
portion of their shares.                                                        

                                                        [Enlarge/Download Table]

                                                                  PERCENTAGE OF                   PERCENTAGE OF 
                                                     SHARES           SHARES                          SHARES    
                                                  BENEFICIALLY     BENEFICIALLY                    BENEFICIALLY 
        NAME AND ADDRESS OF        RELATIONSHIP  OWNED PRIOR TO    OWNED PRIOR        SHARES       OWNED AFTER  
         BENEFICIAL OWNER           TO COMPANY      OFFERING       TO OFFERING      OFFERED(1)     THE OFFERING 
---------------------------------  ------------  --------------   --------------   -----------    --------------
                                                                                                                
Alpha Capital Aktiengesellschaft        N/A       17,770,884(2)(3)    4.99%        82,831,375(2)     ______%    
Pradafant 7                                                                                                     
9490 Furstentums                                                                                                
Vaduz, Lichtenstein                                                                                             

Bristol Investment Fund, Ltd.           N/A      17,770,884(2)        4.99%       132,530,200(2)        0%      
Caledonian Fund Services Limited                                                                                
69 Dr. Roy's Drive                                                                                              
George Town, Grand Cayman                                                                                       
Cayman Islands                                                                                                  

Montgomery Equity Partners              N/A      17,770,884(2)        4.99%       198,795,300(2)        0%      
2999 NE 191 Street                                                                                              
Penthouse Two                                                                                                   
Aventura, Florida 33160                                                                                         

------------                                                                    
(1)  Assumes that all shares are sold pursuant to this offering and that no     
 other shares of common stock are acquired or disposed of by the selling
     shareholders prior to the termination of this offering. Because the selling
   shareholders may sell all, some or none of their shares or may acquire or
   dispose of other shares of common stock, we cannot estimate the aggregate
number of shares which will be sold in this offering or the number or 
     percentage of shares of common stock that each selling security holder will
own upon completion of this offering.                                 

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(2)  Shares issuable upon the conversion of 9% convertible debentures and Class 
   A and Class B warrants held by the selling shareholders. These securities
     contain a provision that the holder may not, subject to certain exceptions,
at any time beneficially own more than 4.99% of our outstanding common
stock.                                                                

(3)  In addition to the shares subject to this registration statement, Alpha    
Capital beneficially owns ______ additional shares.                   

PLAN OF DISTRIBUTION

The shares offered hereby by the selling shareholders may be sold from time to  
time by the selling shareholders, or by pledgees, donees, transferees or other  
successors in interest. The distribution of the securities by the selling       
shareholders may be effected in one or more transactions that may take place on 
the over-the-counter market, including ordinary broker's transactions, at market
prices prevailing at the time of sale, at prices related to the prevailing      
market prices or at negotiated prices. Usual and customary or specifically      
negotiated brokerage fees or commissions may be paid by the selling shareholders
in connection with the sales of securities. The shares offered by the selling   
shareholders may be sold by one or more of the following methods, including     
without limitation: (a) a block trade in which a broker or dealer so engaged    
will attempt to sell the shares as agent but may position and resell a portion  
of the block as principal to facilitate the transaction; (b) ordinary brokerage 
transactions and transactions in which the broker may solicit purchases, and (c)
face-to-face transactions between sellers and purchasers without a              
broker-dealer. In effecting sales, brokers or dealers engaged by the selling    
shareholders and intermediaries through whom the securities are sold may be     
deemed "underwriters" within the meaning of the Securities Act of 1933 with     
respect to the shares offered, and any profits realized or commission received  
may be deemed underwriting compensation.                                        

At the time a particular offer of the common stock is made by or on behalf of a 
selling shareholder, to the extent required, a prospectus will be distributed   
which will set forth the number of shares being offered and the terms of the    
offering, including the name or names of any underwriters, dealers or agents, if
any, the purchase price paid by any underwriter for the shares purchased from   
the selling shareholders and any discounts, commissions or concessions allowed  
or reallowed or paid to dealers, and the proposed selling price to the public.  

Whenever we are notified by the selling shareholders that any material          
arrangement has been entered into with a broker-dealer, agent or underwriter for
the sale of shares through a block trade, special offering, exchange            
distribution or a purchase by a broker-dealer, agent or underwriter, we will    
file a supplemented prospectus, if required, pursuant to Rule 424(c) under the  
Act (or, if required by applicable law, a post-effective amendment to the       
registration statement of which this prospectus is a part). The supplemented    
prospectus will disclose (a) the name of each broker-dealer, agent or           
underwriter, (b) the commissions paid or discounts or concessions allowed to    
broker-dealer(s), agent(s) or underwriter(s) or other items constituting        
compensation or indemnification arrangements with respect to particular         
offerings, where applicable, (c) that the broker-dealer(s), agent(s) or         
underwriter(s) did not conduct any investigation to verify the information set  
out or incorporated by reference in this prospectus, as supplemented, and (d)   
other facts material to the transaction. In addition, we will file a            
supplemental prospectus (or, if required by applicable law, a post-effective    
amendment to the registration statement of which this prospectus is a part) if  
any successors to the named selling shareholders wish to sell under this        
prospectus.                                                                     

We have informed the selling shareholders that the anti-manipulative rules under
the Securities Exchange Act of 1934, including Regulation M thereunder, may     
apply to their sales in the market and have furnished each of the selling       
shareholders with a copy of these rules. We have also informed the selling      
shareholders of the need for delivery of copies of this prospectus in connection
with any sale of securities registered hereunder.                               

Sales of shares by the selling shareholders or even the potential of such sales 
would likely have an adverse effect on the market price of the shares offered   
hereby.                                                                         

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BUSINESS

Our Annual Report on Form 10-KSB for the fiscal year ended September 30, 2005,  
and our Quarterly Report on Form 10-QSB for the fiscal quarter ended December   
31, 2005, incorporated by reference into this Prospectus, contain information   
about us, including audited financial statements for our fiscal year ended      
September 30, 2005 and unaudited financial statements for our fiscal quarter    
ended December 31, 2005. Please refer to these reports for additional           
information. There have been no material developments since the date of these   
reports, except that the Company has entered into a letter of intent with       
respect to the sale of all the outstanding stock of its Millennium Electric TOU 
Ltd. subsidiary. The sale, which is subject to definitive documentation and a   
number of other conditions, would be for a purchase price of $750,000, payable  
$400,000 in cash and shares of the Company's Common Stock and the balance       
payable by crediting the purchaser with a fee of $350,000 for the grant of a    
non-exclusive, worldwide license to certain of Millennium's patents.            

MANAGEMENT

Our Annual Report on Form 10-KSB for the fiscal year ended September 30, 2005   
and our proxy statement for our Annual Meeting of Stockholders to be held on    
March 31, 2006 contain information about our executive officers and directors   
including the compensation and security ownership of management. Please refer to
these documents for additional information.                                     

DESCRIPTION OF CAPITAL STOCK

The voting securities of the Company consist of its common stock, which is      
presently traded on the OTC Bulletin Board Market, and its preferred stock,     
which is not publicly traded. As of February 6, 2006 the Company had 338,359,064
shares of common stock issued and outstanding and 800,000,000 shares of common  
stock authorized, and 90,000 shares of preferred stock issued and outstanding   
and 10,000,000 shares authorized.                                               

Holders of common stock are entitled to one vote for each share held of record  
on all matters submitted to a vote of stockholders. Holders of preferred stock  
are entitled to the number of votes for each share held of record as the number 
of shares of common stock such share is convertible into. Accordingly, holders  
of a majority of the shares of common stock entitled to vote in any election of 
Directors of the Company may elect all of the Directors standing for election.  
After providing for any preferential amounts payable to the holders of preferred
stock, holders of common stock will be entitled to receive ratably any dividends
if, as and when declared by the Board of Directors and upon dissolution,        
liquidation or winding-up of the Company, whether voluntary or involuntary, or  
any other distribution of assets of the Company among its stockholders for the  
purpose of winding up its affairs and to receive the remaining property and     
assets of the Company legally available for distribution to holders of common   
stock. Holders of common stock have no cumulative voting rights nor any         
pre-emptive, subscription, redemption or conversion rights. All outstanding     
shares of common stock are validly issued, fully paid and non-assessable.       

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Prior to April 3, 2002, our common stock was traded on the over the counter     
Bulletin Board market under the symbol "WLGS". From April 4, 2002 through August
22, 2002 our common stock was traded on the over the counter Bulletin Board     
market under the symbol "UCSI". From August 23, 2002 to the present, our common 
stock is trading on the over the counter Bulletin Board market under the symbol 
"UCSY".                                                                         

The following table sets forth the range of high and low closing bid prices for 
each period indicated as reported by the National Association of Securities     
Dealers composite feed or other qualified interdealer quotation medium. The     
quotations provided reflect inter-dealer prices, without retail mark-up,        
mark-down or commission and may not represent actual transactions.              

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PRICE RANGE FOR COMMON STOCK                                                    
                                                        HIGH         LOW
                                                        ------      ------
FISCAL YEAR SEPTEMBER 30, 2006                                      
     First Quarter                                      $0.035      $0.015
     Second Quarter (through March 29, 2006)            $0.028      $0.013

FISCAL YEAR SEPTEMBER 30, 2004                                      
     First Quarter                                      $0.050      $0.015
     Second Quarter                                     $0.088      $0.029
     Third Quarter                                      $0.045      $0.024
     Fourth Quarter                                     $0.042      $0.022

FISCAL YEAR SEPTEMBER 30, 2004                                      
     First Quarter                                      $0.115      $0.060
     Second Quarter                                     $0.081      $0.045
     Third Quarter                                      $0.160      $0.043
     Fourth Quarter                                     $0.058      $0.043

Since our shares began trading on the OTC Bulletin Board in 1997, the prices for
our shares have fluctuated widely. There may be many factors which may explain  
these variations, but we believe that the following are some of these factors:  

o    the demand for our common stock;                                           

o    the number of market makers for our common stock;                          

o    developments in the market for broadband Internet access and wireless      
transmission in particular; and                                       

o    changes in the performance of the stock market in general.                 

Companies that have experienced volatility in the market price of their stock   
have been the object of securities class action litigation. If we become the    
object of securities class action litigation, it could result in substantial    
costs and a diversion of our management's attention and resources and have an   
adverse effect on our business, financial condition and results of operations.  
In addition, holders of shares of our common stock could suffer substantial     
losses as a result of fluctuations and declines in the stock price.             

There are approximately 600 holders of record and an estimated 7,800 holders in 
street name of our common stock as of September 30, 2005.                       

The trading of our shares is subject to limitations set forth in Rule 15g-9 of  
the Securities Exchange Act of 1934. This rule imposes sales practice           
requirements on broker-dealers who sell so-called penny stocks to persons other 
than established customers, accredited investors or institutional investors.    
Accredited investors are generally defined to include individuals with a net    
worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000   

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together with their spouses during the previous two years and expected annual   
income of that amount during the current year. For sales of shares to other     
persons, broker-dealers must make special suitability determinations, and obtain
the written consent of the purchaser to the sale prior to consummating the sale 
and are generally prohibited from making cold-calls or other unsolicited        
inquiries to purchasers without complying with these rules. These rules may     
adversely affect the ability of broker-dealers and others to sell our shares or 
to sell shares in the secondary market.                                         

No cash dividends have been declared to date on our Company's common stock. We  
expect that all earnings, if any, will be retained to finance the growth of our 
Company and that no cash dividends will be paid for the foreseeable future.     

 LEGAL MATTERS

Certain legal matters will be passed upon for us by Torys LLP, New York, New    
York.                                                                           

 EXPERTS

Reuben E. Price & Co. Public Accountancy Corporation, independent registered    
public accounting firm, has audited our consolidated financial statements       
included in our Annual Report on Form 10-KSB for the year ended September 30,   
2005, as set forth in their report, which is incorporated by reference in this  
prospectus and elsewhere in the registration statement. Our financial statements
are incorporated by reference in reliance on Reuben E. Price & Co. Public       
Accountancy Corporation's report, given on their authority as experts in        
accounting and auditing.                                                        

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

Our prior auditors, Reuben E. Price & Co. Public Accountancy Corporation, were  
dismissed on March 8, 2006 and will be no longer associated with our financial  
statements. On or about the same time, we engaged Rachlin Cohen & Holtz LLP to  
audit our financial statements. The decision to change accountants was made with
the approval of our board of directors.                                         

During the most recent two fiscal years (2004 and 2005) and prior to the        
dismissal of our prior auditors on March 8, 2006, the Company had not consulted 
with Rachlin Cohen & Holtz LLP on any issue that we had previously consulted    
with Reuben E. Price & Co. Public Accountancy Corporation, including the        
application of accounting principles to a specified transaction, either         
completed or proposed, or the type of audit opinion that might be rendered on   
the Company's financial statements, and neither a written report was provided to
the Company nor oral advice was provided that Rachlin Cohen & Holtz LLP         
concluded was an important factor considered by the Company in reaching a       
decision as to its accounting, auditing or financial reporting issues.          

We believe and we have been advised by Reuben E. Price & Co. Public Accountancy 
Corporation, that it concurs in such belief that, during the years ended        
September 30, 2005 and 2004 and any subsequent interim period through the date  
of their dismissal on March 8, 2006, we did not have any disagreement on any    
matter of accounting principles or practices, financial statement disclosure or 
auditing scope or procedure, which disagreement, if not resolved to the         
satisfaction of Reuben E. Price & Co. Public Accountancy Corporation, would have
caused it to make reference in connection with its report on our financial      
statements to the subject matter of this disagreement.                          

No report of Reuben E. Price & Co. Public Accountancy Corporation, on our       
financial statements for the years ended September 30, 2005, 2004 and 2003      
contained an adverse opinion, a disclaimer of opinion or a qualification or was 
modified as to uncertainty, audit, scope or accounting principles, except that  
their reports for each of these years contained a going-concern qualification.  
During the years ended September 30, 2005, 2004 and 2003 and any subsequent     
interim period preceding the former accountant's dismissal on March 8, 2006,    
there were no "reportable events" within the meaning of Item 304(a)(1) of       
Regulation S-K promulgated under the Securities Act of 1933.                    

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 PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION                            

The following table sets forth the fees and expenses, other than any            
underwriting discounts and commissions incurred by us in connection with the    
issue and distribution of our Common Stock being registered. Items marked with  
asterisks (*) are estimated fees as of the date of this filing.                 

ITEM                            COST                    

Accounting Fees                  $      *                       
           -------
Legal Fees                       $      *                       
           -------
Registration Fees                $867                           
Blue Sky Fees                    $      *                       
           -------

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS                              

Our Bylaws provide that we may indemnify any director, officer, agent or        
employee against all expenses and liabilities, including counsel fees,          
reasonably incurred by or imposed upon them in connection with any proceeding to
which they may become involved by reason of their being or having been a        
director, officer, employee or agent of our company. Moreover, our Bylaws       
provide that we shall have the right to purchase and maintain insurance on      
behalf of any such persons whether or not we would have the power to indemnify  
such person against the liability insured against. Insofar as indemnification   
for liabilities arising under the Securities Act, we have been informed that, in
the opinion of the Securities and Exchange Commission, such indemnification is  
against public policy as expressed in the Securities Act and is therefore       
unenforceable.                                                                  

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES                                

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

On April 9 - 11, 2003, we issued 4,253,847 shares of common stock under private 
placement subscriptions at $0.04 per share, based on the average closing price  
for the three days prior to April 8, 2002, at a 25 percent discount. These      
securities were issued in transactions exempt from registration under the       
Securities Act of 1933 in reliance on Sections 4(2) and 4(6) of the Securities  
Act of 1933.                                                                    

On April 11, 2003, we issued 575,000 shares of common stock under private       
placement subscriptions at $0.035 per share. These securities were issued in a  
transaction exempt from registration under the Securities Act of 1933 in        
reliance on Sections 4(2) and 4(6) of the Securities Act of 1933.               

On July 3, 2003, we issued 2,350,043 shares of common stock under private       
placement subscriptions at prices ranging from $0.028 per share to $0.055 per   
share. These securities were issued in transactions exempt from registration    
under the Securities Act of 1933 in reliance on Sections 4(2) and 4(6) of the   
Securities Act of 1933.                                                         

On July 7, 2003, we issued 1,905,625 shares of common stock under private       
placement subscriptions at prices ranging from $0.042 per share to $0.05 per    
share. These securities were issued in transactions exempt from registration    
under the Securities Act of 1933 in reliance on Sections 4(2) and 4(6) of the   
Securities Act of 1933.                                                         

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On July 9, 2003, we issued 1,410,647 shares of common stock under private       
placement subscriptions at prices ranging from $0.042 per share to $0.055 per   
share. These securities were issued in transactions exempt from registration    
under the Securities Act of 1933 in reliance on Sections 4(2) and 4(6) of the   
Securities Act of 1933.                                                         

On July 10, 2003, we issued 525,577 shares of common stock under private        
placement subscriptions at prices ranging from $0.026 per share to $0.05 per    
share. These securities were issued in transactions exempt from registration    
under the Securities Act of 1933 in reliance on Sections 4(2) and 4(6) of the   
Securities Act of 1933.                                                         

On July 15, 2003, we issued 714,096 shares of common stock under private        
placement subscriptions at prices ranging from $0.042 per share to $0.05 per    
share. These securities were issued in transactions exempt from registration    
under the Securities Act of 1933 in reliance on Sections 4(2) and 4(6) of the   
Securities Act of 1933.                                                         

On July 18, 2003, we issued 2,304,944 shares of common stock under private      
placement subscriptions at prices ranging from $0.026 per share to $0.055 per   
share. These securities were issued in transactions exempt from registration    
under the Securities Act of 1933 in reliance on Sections 4(2) and 4(6) of the   
Securities Act of 1933.                                                         

On July 23, 2003, we issued 172,591 shares of common stock under private        
placement subscriptions at prices ranging from $0.05 per share to $0.055 per    
share. These securities were issued in transactions exempt from registration    
under the Securities Act of 1933 in reliance on Sections 4(2) and 4(6) of the   
Securities Act of 1933.                                                         

On August 13, 2003, we issued 155,000 shares of common stock under a private    
placement subscription at a price of $0.045 per share. These securities were    
issued in transactions exempt from registration under the Securities Act of 1933
in reliance on Sections 4(2) and 4(6) of the Securities Act of 1933.            

On August 14, 2003, we issued 1,600,000 shares of common stock under a private  
placement subscription at a price of $0.10 per share. These securities were     
issued in transactions exempt from registration under the Securities Act of 1933
in reliance on Sections 4(2) and 4(6) of the Securities Act of 1933.            

On September 3, 2003, we issued 1,000,000 shares of common stock under a private
placement subscription at a price of $0.10 per share. These securities were     
issued in transactions exempt from registration under the Securities Act of 1933
in reliance on Sections 4(2) and 4(6) of the Securities Act of 1933.            

On April 1, 2004, we issued 5,000,000 shares of common stock under a private    
placement subscription at $0.04 per share. These securities were issued to Port 
Universal Ltd., an entity in which the Chairman owns 33.3%, in a transaction    
exempt from registration under the Securities Act of 1933 in reliance on        
Sections 4(2) and 4(6) of the Securities Act of 1933.                           

On April 5, 2004, we issued 400,000 shares of common stock under a private      
placement subscription at $0.05 per share. These securities were issued in a    
transaction exempt from registration under the Securities Act of 1933 in        
reliance on Sections 4(2) and 4(6) of the Securities Act of 1933. In connection 
with this transaction, we paid a commission of 10% to a third party.            

On April 8, 2004, we issued 5,000,000 shares of common stock under a private    
placement subscription at $0.04 per share. These securities were issued in a    
transaction exempt from registration under the Securities Act of 1933 in        
reliance on Sections 4(2) and 4(6) of the Securities Act of 1933.               

On April 19, 2004, we sold, at $10 per share, 30,000 shares of Series A 8%      
Convertible Preferred Stock and Warrants to purchase 4,545,455 shares of common 
stock. The Series A 8% Convertible Preferred Stock is convertible into common   
stock at $0.033 per share. The Warrants are exercisable at $0.05 per share and  
expire April 19, 2009.                                                          

On April 25, 2004, we cancelled a certificate in the amount of 2,400,000 shares 
of our common stock issued in connection with our agreement with Natra Advanced 
Technologies (1995) Ltd., as part of our cancellation of that agreement.        

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On April 26, 2004, we issued 1,546,710 shares of common stock under private     
placement subscriptions at $0.05 per share. These securities were issued in     
transactions exempt from registration under the Securities Act of 1933 in       
reliance on Sections 4(2) and 4(6) of the Securities Act of 1933. In connection 
with these transactions, we paid a commission of 10% to a third party.          

On May 20, 2004, we issued 125,000 shares of common stock at $0.04 per share and
100,000 shares of common stock at $0.05 per share under private placement       
subscriptions. These securities were issued in transactions exempt from         
registration under the Securities Act of 1933 in reliance on Sections 4(2) and  
4(6) of the Securities Act of 1933. These securities were issued to our Chairman
to replace shares or funds he had advanced to the subscription holders.         

On May 24, 2004, we issued 766,460 shares of common stock under private         
placement subscriptions at $0.05 per share. These securities were issued in     
transactions exempt from registration under the Securities Act of 1933 in       
reliance on Sections 4(2) and 4(6) of the Securities Act of 1933. In connection 
with these transactions, we paid a commission of 10% to a third party.          

On June 01, 2004, we issued 218,071 shares of common stock under private        
placement subscriptions at $0.05 per share. These securities were issued in     
transactions exempt from registration under the Securities Act of 1933 in       
reliance on Sections 4(2) and 4(6) of the Securities Act of 1933. In connection 
with these transactions, we paid a commission of 10% to a third party.          

On July 14, 2004, we issued 164,340 shares of common stock under private        
placement subscriptions at $0.05 per share. These securities were issued in     
transactions exempt from registration under the Securities Act of 1933 in       
reliance on Sections 4(2) and 4(6) of the Securities Act of 1933. In connection 
with these transactions, we paid a commission of 10% to a third party.          

On July 27, 2004, we issued 12,375,000 shares of common stock under private     
placement subscriptions to our Chairman, at prices ranging from $0.025 to $0.05 
per share. These securities were issued in transactions exempt from registration
under the Securities Act of 1933 in reliance on Sections 4(2) and 4(6) of the   
Securities Act of 1933.                                                         

On September 13, 2004, we issued 1,998,000 shares of common stock under private 
placement subscriptions at $0.05 per share. These securities were issued in     
transactions exempt from registration under the Securities Act of 1933 in       
reliance on Sections 4(2) and 4(6) of the Securities Act of 1933. In connection 
with these transactions, we paid a commission of 10% to a third party.          

On December 6, 2004, the Company sold 25,000 shares of Series B 8% Convertible  
Preferred Stock and Warrants to purchase 16,666,667 shares of common stock for  
which it received net proceeds of $250,000. The Series B Convertible Preferred  
Stock, with a face value of $250,000, is convertible into common stock at $0.015
per share. The Warrants are exercisable at $0.03 per share until December 6,    
2009.                                                                           

On January 5, 2005, the Company sold 30,000 shares of Series C 8% Convertible   
Preferred Stock and A, B and C Warrants to purchase 20,000,000 shares of common 
stock for which it received net proceeds of $300,000. The Series C Convertible  
Preferred Stock, with a face value of $300,000, is convertible into common stock
at $0.03 per share. The A Warrants are exercisable for 10,000,000 shares of     
common stock at $0.04 per share until January 5, 2010. The B Warrants are       
exercisable for 5,000,000 shares of common stock at $0.06 per share until       
January 5, 2010. and the C Warrants are exercisable for 5,000,000 shares of     
common stock at $0.08 per share until January 5, 2010.                          

On October 11, 2004, we issued 1,300,000 shares of common stock under private   
placement subscriptions at $0.03 per share. These securities were issued in a   
transaction exempt from registration under the Securities Act of 1933 in        
reliance on Sections 4(2) and 4(6) of the Securities Act of 1933.               

On October 18, 2004, we issued 8,160,000 shares of common stock under private   
placement subscriptions at $0.012 per share. These securities were issued in a  
transaction exempt from registration under the Securities Act of 1933 in        
reliance on Sections 4(2) and 4(6) of the Securities Act of 1933.               

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On October 19, 2004, we issued 100,000 shares of common stock under private     
placement subscriptions at $0.03 per share. These securities were issued in a   
transaction exempt from registration under the Securities Act of 1933 in        
reliance on Sections 4(2) and 4(6) of the Securities Act of 1933.               

On October 25, 2004, we issued 15,399,997 shares of common stock under private  
placement subscriptions at various prices ranging from $0.026 per share to $0.03
per share. These securities were issued in transactions exempt from registration
under the Securities Act of 1933 in reliance on Sections 4(2) and 4(6) of the   
Securities Act of 1933.                                                         

On December 13, 2004, we issued 800,000 shares of common stock under private    
placement subscriptions at $0.025 per share. These securities were issued in a  
transaction exempt from registration under the Securities Act of 1933 in        
reliance on Sections 4(2) and 4(6) of the Securities Act of 1933.               

On December 21, 2004, we issued 2,958,332 shares of common stock under private  
placement subscriptions at $0.024 per share. These securities were issued in a  
transaction exempt from registration under the Securities Act of 1933 inreliance
on Sections 4(2) and 4(6) of the Securities Act of 1933.                        

On December 6, 2004, we sold 25,000 shares of Series B 8% Convertible Preferred 
Stock and Warrants to purchase 16,666,667 shares of common stock for which we   
received net proceeds of $250,000. The Series B Convertible Preferred Stock,    
with a face value of $250,000, is convertible into common stock at $0.015 per   
share. The Warrants are exercisable at $0.03 per share until December 6, 2009.  

On January 5, 2005, we sold 30,000 shares of Series C 8% Convertible Preferred  
Stock and A, B and C Warrants to purchase 20,000,000 shares of common stock for 
which we received net proceeds of $300,000. The Series C Convertible Preferred  
Stock, with a face value of $300,000, is convertible into common stock at $0.03 
per share. The A Warrants are exercisable for 10,000,000 shares of common stock 
at $0.04 per share until January 5, 2010. The B Warrants are exercisable for    
5,000,000 shares of common stock at $0.06 per share until January 5, 2010. and  
the C Warrants are exercisable for 5,000,000 shares of common stock at $0.08 per
share until January 5, 2010.                                                    

On January 5, 2005, we issued 1,000,000 shares of common stock under private    
placement subscriptions at $0.025 per share. These securities were issued in a  
transaction exempt from registration under the Securities Act of 1933 in        
reliance on Sections 4(2) and 4(6) of the Securities Act of 1933.               

On February 9, 2005, we issued 800,000 shares of common stock under private     
placement subscriptions at $0.025 per share. These securities were issued in a  
transaction exempt from registration under the Securities Act of 1933 in        
reliance on Sections 4(2) and 4(6) of the Securities Act of 1933.               

In connection with the October 19, 2004 issuance previously reported, we issued 
900,000 additional shares of common stock for the balance due under a private   
placement subscriptions at $0.03 per share. These securities were issued in a   
transaction exempt from registration under the Securities Act of 1933 in        
reliance on Sections 4(2) and 4(6) of the Securities Act of 1933.               

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

On September 6, 2005, we issued 250,000 shares of common stock under private    
placement subscriptions at $0.02 per share. These securities were issued in     
transactions exempt from registration under the Securities Act of 1933 in       
reliance on Sections 4(2) and 4(6) of the Securities Act of 1933.               

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On September 29, 2005, we issued 3,022,076 shares of common stock under private 
placement subscriptions, at prices ranging from $0.0175 to $0.0222 per share.   
These securities were issued in transactions exempt from registration under the 
Securities Act of 1933 in reliance on Sections 4(2) and 4(6) of the Securities  
Act of 1933.                                                                    

On September 30, 2005, we issued 10,476,463 shares of common stock under private
placement subscriptions at prices ranging from $0.0133 to $0.022 per share.     
These securities were issued in transactions exempt from registration under the 
Securities Act of 1933 in reliance on Sections 4(2) and 4(6) of the Securities  
Act of 1933.                                                                    

On October 21, 2005, we issued 1,500,000 shares of common stock under private   
placement subscriptions at $0.020 per share. These securities were issued in a  
transaction exempt from registration under the Securities Act of 1933 in        
reliance on Sections 4(2) and 4(6) of the Securities Act of 1933.               

On February 3, 2006, we issued 15,633,661 shares of common stock under private  
placement subscriptions at prices ranging from $0.012 to $0.021 per share. These
securities were issued in a transaction exempt from registration under the      
Securities Act of 1933 in reliance on Sections 4(2) and 4(6) of the Securities  
Act of 1933.                                                                    
Other Securities Transactions                                                   

Pursuant to the April 14, 2000 Securities Purchase Agreement (the 4% convertible
debentures) and the March 29, 2001 Securities Purchase Agreement (the 8% Senior 
Secured Convertible Debentures), the investors converted $184,820 of debentures 
into 4,921,975 shares of the Company's common stock on various dates between    
April 19 and May 6, 2004, at various prices ranging from $0.033 per common share
to $0.0573 per common share.                                                    

Pursuant to the April 14, 2000 Securities Purchase Agreement (the 4% convertible
debentures) and the March 29, 2001 Securities Purchase Agreement (the 8% Senior 
Secured Convertible Debentures), the investors converted $337,050 of debentures 
into 10,000,000 shares of the Company's common stock on various dates between   
July 29 and September 13, 2004, at various prices ranging from $0.03867 per     
common share to $0.044 per common share.                                        

Pursuant to the April 14, 2000 Securities Purchase Agreement (the 4% convertible
debentures) and the March 29, 2001 Securities Purchase Agreement (the 8% Senior 
Secured Convertible Debentures), the investors converted $519,738 of debentures 
into 21,867,611 of the Company's common stock on various dates between November 
23 and December 30, 2004, at various prices ranging from $0.0192 per common     
share to $0.027 per common share.                                               

Pursuant to the April 14, 2000 Securities Purchase Agreement (the 4% convertible
debentures) and the March 29, 2001 Securities Purchase Agreement (the 8% Senior 
Secured Convertible Debentures), the investors converted $600,000 of debentures 
into 9,722,727 of the Company's common stock on various dates between January 3 
and January 21, 2005, at various prices ranging from $0.035 per common share to 
$0.05 per common share.                                                         

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

Pursuant to the April 14, 2000 Securities Purchase Agreement (the 4% convertible
debentures) and the March 29, 2001 Securities Purchase Agreement (the 8% Senior 
Secured Convertible Debentures), the investors converted $60,805 of debentures  
into 2,776,505 shares of the Company's common stock on September 8, 2005, at    
$0.0223 per common share.                                                       

Pursuant to the April 14, 2000 Securities Purchase Agreement (the 4% convertible
debentures) and the March 29, 2001 Securities Purchase Agreement (the 8% Senior 
Secured Convertible Debentures), the investors converted $61,611 of debentures  
into 3,803,146 shares of the Company's common stock on February 3, 2006, at     
$0.0162 per common share.                                                       

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Pursuant to the conversion rights of the December 6, 2004, Series B 8%          
Convertible Preferred Stock the investors converted $50,000 of the Convertible  
Preferred Stock into 3,333,333 shares of common stock at $0.015 per common      
share.                                                                          

ITEM 16. EXHIBITS REQUIRED TO BE FILED BY ITEM 601 OF REGULATION S-K            

EXHIBIT NO.           DESCRIPTION OF EXHIBIT                                    
----------            ----------------------                                    
(i)       3.1         Articles of Incorporation.                                
(i)       3.2         Amendment to Articles of Incorporation.                   
(i)       3.3         Amendment to Articles of Incorporation.                   
(i)       3.4         By-laws.                                                  
(iv)      3.5         Amendment to Articles of Incorporation.                   
(i)       4.1         Form of Certificate Evidencing shares of Common Stock of  
 Universal Communication Systems, Inc.
(i)       4.2         Convertible Unsecured Debenture for $740,000 issued by    
              World Wide Wireless Communications, Inc. to Credit
Bancorp.                            
5.1         Opinion of Torys LLP (to be filed by amendment).
(v)       10.1        Stock Purchase Agreement dated November 30, 1999 Between  
              Infotel Argentina S.A. and Universal Communication
Systems, Inc.                       
(v)       10.3        Security Purchase Agreement Among World Wife Wireless     
                  Communications, Inc. and the Purchasers Named Therein.
(v)       10.5        Escrow Agreement Among the Purchasers Named Therein,      
                      the Representative of the Purchasers and the Escrow Agent.
(v)       10.6        Form of Debenture of Universal Communication Systems, Inc.
                  with Respect to the 4% Convertible Debenture Due 2005.
(v)       10.7        Form of Warrant to Purchase Shares of World Wide          
        Communications, Inc. Issued in the Offering.
(vi)      10.8        Amendment to the Securities Purchase Agreement entered    
                   into between World Wide Wireless Communications and the
selling shareholders named therein. 
(ii)      10.9        Second Amendment to the Securities Purchase Agreement     
                   entered into between World Wide Wireless Communications
       and the selling shareholders named therein.
(ii)      10.11       World Wide Communications, Inc. Incentive Stock           
Option Plan.                        
(iii)     10.12       Agreement between Overseas Communication Limited and      
    World Wide Wireless Communications, Inc.
(vii)     10.13       Stock Purchase Agreement by Universal Communication       
                    Systems, Inc. and Ami R. Elazari and Caltan Development,
Ltd., dated August 22, 2003.        
(viii)    10.14       Consulting Agreement - Dorit Elazari. (viii) 10.15        
Consulting Agreement - Joseph Moore.
(viii)    10.16       Consulting Agreement - Otzarot Nechasim Vehashkaot, Ltd.  
(ix)      10.17       Certificate of Designation for Series A 8% Cumulative     
Convertible Preferred Stock.        
        10.18       Subscription Agreement dated as of February 27, 2006 (to
be filed by amendment).             

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EXHIBIT NO.           DESCRIPTION OF EXHIBIT                                    
----------            ----------------------                                    
         10.19       Form of Class A and Class B Common Stock Purchase Warrant
             (to be filed by amendment). 10.20 Form of Secured
                   Convertible Promissory Note (to be filed by amendment).

    10.21       Security Agreement dated as of February 27, 2006 (to
be filed by amendment).             
10.22       Form of Guaranty (to be filed by amendment).    
21.1        Subsidiaries.                                   
   23.1        Consent of Reuben E. Price & Co. Public Accountancy
Corporation.                        
23.2        Consent of Torys LLP (contained in Exhibit 5.1).

------------                                                                    
(i)       Filed with the registration statement on From SB-2 with the Securities
and Exchange Commission on May 31, 2000.                    

(ii)      Filed with the registration statement on Form SB-2 with the Securities
and Exchange Commission on December 15, 2000.               

(iii)     Filed with Form 10-KSB for the period September 30, 2002. (iv) Filed  
with Form DEF14A on April 25, 2002.                         

(v)       Filed with the registration statement on Form SB-2 with the Securities
and Exchange Commission on May 31, 2000.                    

(vi)      Filed with Form 10-KSB for the period September 30, 2000. (vii) Filed 
        with Form 8-K on October 14, 2003. (viii) Filed with Form 10-KSB for
      the period September 30, 2003. (ix) Filed with Form 10-KSB for the
period September 30, 2004. ITEM 17. UNDERTAKINGS            

The undersigned registrant hereby undertakes:                                   

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1.     To file, during any period in which offers or sales are being made, a    
post-effective amendment to this registration statement:          

(i)    To include any prospectus required by section 10 (a) (3) of the          
Securities Act of 1933;                                           

(ii)   To reflect in the prospectus any facts or events arising after the       
effective date of the registration statement (or the most recent  
post-effective amendment thereof) which, individually or in the   
       aggregate, represent a fundamental change in the information set forth in
     the registration statement. Notwithstanding the foregoing, any increase
  or decrease in the volume of securities offered (if the total dollar
value of the securities offered would not exceed that which was   
     registered) and any deviation from the low or high end of the estimated
     maximum offering range may be reflected in the form of prospectus filed
    with the Commission pursuant to Rule 424 (b) if, in the aggregate, the
    changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of 
Registration Fee" table in the effective registration statement.  

(iii)  To include any material information with respect to any plan of          
    distribution not previously disclosed in the registration statement or
    any material change to such information in the registration statement;

2.     That, for the purpose of determining any liability under the Securities  
     Act of 1933, each such post-effective amendment shall be deemed to be a
    new registration statement relating to the securities offered therein,
    and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.                           

3.     To remove from registration by means of a post-effective amendment any of
       the securities being registered which remain unsold at the termination of
the offering.                                                     

The undersigned Registrant hereby undertakes that, for purposes of determining  
any liability under the Securities Act of 1933, each filing of the Registrant's 
annual report pursuant to Section 13 (a) or 15 (d) of the Exchange Act of 1934  
(and, where applicable, each filing of an employee benefit plan's annual report 
pursuant to Section 15 (d) of the Exchange Act) that is incorporated by         
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such  
securities at that time shall be deemed to be the initial bona fide offering    
thereof.                                                                        

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has  
duly caused this Registration Statement to be signed on its behalf by the       
undersigned, thereunto duly authorized, in the City of Miami Beach, State of    
Florida on March 30, 2006.                                                      

                                         Universal Communication Systems, Inc.

                              By: /s/ Michael J. Zwebner
                                             ---------------------------------
                              Michael J. Zwebner
                                   Chief Executive Officer

The officers and directors of Universal Communication Systems, Inc., whose      
signatures appear below, hereby constitute and appoint Michael J. Zwebner as    
their true and lawful attorney-in-fact and agent, with full power of            
substitution, with power to act alone, to sign and execute on behalf of the     
undersigned any amendment or amendments to this registration statement on Form  
S-1, and each of the undersigned does hereby ratify and confirm all that said   
attorney-in-fact and agent, or his substitute, shall do or cause to be done by  
virtue hereof.                                                                  

Pursuant to the requirements of the Securities Act of 1933, as amended, this    
Registration Statement has been signed by the following persons in the          
capacities indicated:                                                           

                                                        [Enlarge/Download Table]

           SIGNATURE                               TITLE                                   DATE                 
---------------------------------  ---------------------------------------  ------------------------------------
                                                                                                                

     /s/ Michael J. Zwebner          Director, Chief Executive Officer,               March 30, 2006            
---------------------------------                                                                               
       Michael J. Zwebner           and Chairman of the Board (Principal                                        
                                     Financial and Accounting Officer)                                          

   /s/ Alexander Walker, Jr.               Director and Secretary                     March 30, 2006            
---------------------------------                                                                               
     Alexander Walker, Jr.                                                                                      

        /s/ Ramsey Sweis                          Director                            March 30, 2006            
---------------------------------                                                                               
          Ramsey Sweis                                                                                          

       /s/ Curtis Orgill            Director and Chief Financial Officer              March 30, 2006            
---------------------------------                                                                               
         Curtis Orgill                                                                                          


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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-1’ Filing	Date	First	Last	Other Filings

	1/5/10	15	16
	12/6/09	15	16
	4/19/09	14
	9/30/06	11		NT 10-K
Filed on:	4/3/06
	3/31/06	1	10	10QSB, DEF 14A, NT 10-Q
	3/30/06	21
	3/29/06	11
	3/28/06	3
	3/27/06	1
	3/14/06	5		8-K
	3/8/06	12		8-K
	2/27/06	18	19	8-K
	2/24/06	5		8-K
	2/6/06	10
	2/3/06	17		4
	12/31/05	5	10	10QSB, NT 10-Q
	10/21/05	17
	9/30/05	5	17	10KSB, 4, NT 10-K
	9/29/05	17
	9/8/05	17
	9/6/05	16
	6/17/05	16
	4/5/05	17
	2/9/05	16
	1/21/05	17
	1/5/05	15	16
	12/30/04	17		NT 10-K
	12/21/04	16
	12/13/04	16
	12/6/04	15	18	4
	10/25/04	16		4
	10/19/04	16
	10/18/04	15
	10/11/04	15
	9/30/04	11	19	10KSB, NT 10-K
	9/13/04	15	17
	7/27/04	15
	7/14/04	15
	6/1/04	15
	5/24/04	15		10QSB
	5/20/04	15
	5/6/04	17
	4/26/04	15
	4/25/04	14
	4/19/04	14
	4/8/04	14
	4/5/04	14
	4/1/04	14
	10/14/03	19		8-K
	9/30/03	12	19	10KSB, 10KSB/A, 4, 8-K/A, NTN 10K
	9/3/03	14
	8/22/03	18
	8/14/03	14
	8/13/03	14		10QSB
	7/23/03	14
	7/18/03	14
	7/15/03	14
	7/10/03	14
	7/9/03	14
	7/7/03	13
	7/3/03	13
	4/11/03	13		4
	9/30/02	19		10KSB, 3, NT 10-K
	8/23/02	10
	8/22/02	10
	4/25/02	19		DEF 14A
	4/8/02	13		4
	4/4/02	10
	4/3/02	10
	3/29/01	17		8-K
	12/15/00	19		SB-2/A
	9/30/00	19		10KSB, ARS
	5/31/00	19		SB-2
	4/14/00	17
	11/30/99	18
				List all Filings

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Filing Submission 0001116502-06-000716 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Air Water International Corp – ‘S-1’ on 4/3/06

On: Monday, 4/3/06, at 8:29am ET · Accession #: 1116502-6-716 · File #: 333-132934

Registration Statement (General Form) — Form S-1Filing Table of Contents

S-1 — Registration StatementDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Registration Statement (General Form) — Form S-1
Filing Table of Contents

S-1 — Registration Statement
Document Table of Contents