SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT PURSUANT

~~PURSUANT~~ TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~August 19~~ June 7, ~~2005~~2006

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UNIVERSAL COMMUNICATION SYSTEMS, INC.

(Exact Name of Registrant as Specified in Its Charter)

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Nevada	4812	860887822
4812	Nevada	860887822
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(Commission File Number)	(State or Other Jurisdiction of Incorporation)	(IRS Employer Identification No.)

407 LINCOLN RD, STE 12F, MIAMI BEACH, FL 33139

(Address of Principal Executive Offices) (Zip Code)

305-672-6344

Registrant’s Telephone Number, Including Area Code:

~~Check~~ITEM ~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~1.01.

¨ENTRY ~~Written~~INTO ~~communications~~A ~~pursuant~~MATERIAL toDEFINITIVE ~~Rule 425 under the Securities Act (17 CFR 230.425)~~AGREEMENT

¨On ~~Soliciting~~June 1, ~~material~~2006, ~~pursuant~~the Company sold 100% of the outstanding capital stock and all assets related to ~~Rule~~the ~~14a~~large-12scale ~~under~~photo-voltaic ~~the~~solar ~~Exchange~~power ~~Act~~installation ~~(17~~business ~~CFR~~of ~~240~~its wholly owned Israeli subsidiary, T.~~14a-12~~O.U. Millennium Electric, Ltd. (“Millennium”) to the former Millennium Owner and former Company Board Member, Ami Elazari, with an effective date of May 31, 2006. On June 7, 2006, the buyer delivered to the Company cash consideration in the amount of $300,000, less legal fees and other expenses of $15,000, pursuant to the terms of the Sale/Purchase Agreement.

¨The ~~Pre-commencement~~agreement ~~communications~~transferred ~~pursuant~~Millennium to ~~Rule~~Mr. Elazari ~~14d-~~for a sales price of $750,000. This price is comprised of $300,000 in cash, $50,000 in the form of 2~~(b)~~.2 million ~~under~~shares of the ~~Exchange~~Company’s ~~Act~~common ~~(17~~stock, ~~CFR~~$50,000 ~~240.14d~~in the form of a non-interest bearing promissory note due November 7, 2006 and $350,000 in the form of a non-exclusive worldwide license to exploit Millennium’s patents, for a period of nine years. The promissory note is payable at the buyer’s sole discretion in either cash or 2~~(b))~~,200,000 shares of the Company’s common stock.

¨This ~~Pre-commencement~~transaction ~~communications~~is ~~pursuant~~expected to ~~Rule~~result ~~13e-4(c)~~in ~~under~~a net gain of approximately $171,000 that will be recorded in results of operations in the ~~Exchange~~third ~~Act~~quarter ~~(17~~of ~~CFR~~the ~~240~~current fiscal year, ending September 30, 2006.~~13e~~ This transaction was initially described in the Company’s most recently filed Form 10-~~4(c))~~Q.

~~Item~~In 1connection with this transaction, inter-company debt in the amount of $609,444 has been forgiven prior to the transaction’s consummation.01

~~Entry~~A ~~into~~copy aof ~~Material~~the ~~Definitive~~ Agreement is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

OnITEM ~~August 19, 2005, we executed a secured convertible promissory note (“Note”) in the amount of $750,000 in favor of Alpha Capital Aktiengesellschaft~~2. ~~The Note bears interest at six percent, simple interest per year and matures August 18, 2007~~01. ~~Interest accrues on the Note and is due on maturity.~~

~~The~~COMPLETION ~~Note~~OF isACQUISITION ~~secured~~OR byDISPOSITION aOF ~~security interest in the assets of the Company.~~ASSETS

~~The~~See ~~outstanding~~Item ~~and unpaid principal portion of the Note, and accrued interest, at the election of the Holder, is convertible into common stock at $0~~1.0201 ~~per share~~above.

InITEM ~~connection with the Note, the Company issued warrants to purchase 37,500,000 shares of its common stock to Alpha Capital Aktiengesellschaft at an exercise price of $0~~9.~~02 per share until August 18, 2010.~~01

~~Borrowings~~FINANCIAL ~~under~~STATEMENTS ~~the~~AND ~~Note will be used by the Company for general corporate purposes~~EXHIBITS.

~~Item 2.03.~~(a)

~~Creation of a Direct~~ Financial ~~Obligation~~statements ~~or an Obligation under an Off-Balance Sheet Arrangement~~ of abusiness ~~Registrant~~acquired.

~~The~~Not ~~information set forth under “Item 1~~applicable.~~01 Entry into a Material Definitive Agreement” is incorporated herein by reference.~~

2(b)

~~SIGNATURES~~Pro forma financial information.

Pursuant to Item 9.01(b)(2) and Item 9.01(a)(4), the ~~requirements~~Registrant ofdeclares it is impracticable to provide the ~~Securities~~required ~~Exchange~~pro ~~Act~~forma offinancial ~~1934,~~information relative to the ~~registrant~~disposed ~~has~~business ~~duly~~at ~~caused~~the time of this ~~report~~Report. toSuch bepro ~~signed~~forma onfinancial ~~its~~information ~~behalf~~required by Item 9.01(b) shall be filed not later than seventy-one (71) days after the ~~undersigned~~due ~~hereunto~~date ~~duly~~of ~~authorized~~the initial Current Report on Form 8-K.

~~Universal Communication Systems, Inc.~~ (~~Registrant~~c) ~~By: /s/ MICHAEL J. ZWEBNER Michael J. Zwebner Chairman and Chief Executive Officer~~

~~Dated: August 24, 2005~~Exhibits.


Exhibit No.		Description
99.1		Sale/Purchase Contract for 100% of Outstanding Shares of T.O.U. Millennium Electric Ltd.

SIGNATURES

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


	UNIVERSAL COMMUNICATION SYSTEMS, INC.
	(Registrant)
	By:	/s/ MICHAEL J. ZWEBNER
		Michael J. Zwebner Chairman and Chief Executive Officer

Dated: June 13, 2006

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