<PAGE>

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

                                   FORM 10-QSB

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

                      For the quarter ended March 31, 2004

                                       or

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

         For the transition period from ____________ to ________________

                        Commission file number 001-11624

                            UNIVERCELL HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)


            FLORIDA                                    11-3331350
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)

                               3710 Clarinth Road
                            BALTIMORE, MARYLAND 21215
                    (Address of principal executive offices)

                                 (800) 765-2355
              (Registrant's telephone number, including area code)

Check whether the Registrant  (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months, and (2) has been subject to such filing  requirements for the past 90
days. Yes |X| No | |

As of May 17, 2004, there were 120,543,894  shares of the issuer's common stock,
par value $0.0001 issued and outstanding.


<PAGE>




CORPORATE STRUCTURE; IDENTIFICATION OF ENTITIES. UniverCell Holdings,
Inc.  ("UniverCell  Holdings")  is a holding  company,  which  currently has one
operating  subsidiary,   UniverCell  Global  Phone  Rentals,  Inc.  ("UniverCell
Global").  References  to  "us,"  "our"  and  "we" in this  Report  refer to the
consolidated  business of the UniverCell Holdings and UniverCell Global,  unless
the context clearly indicates otherwise.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS. Certain
statements  in this Report which are not  historical  facts or  information  are
forward-looking  statements,  including, but not limited to, the information set
forth in the  Management's  Discussion  and Analysis of Financial  Condition and
Results of Operation section. Such forward-looking  statements involve known and
unknown  risks,  uncertainties  and other  factors  which  may cause our  actual
results,  performance or achievement to be materially  different from any future
results, performance or achievement expressed or implied by such forward-looking
statements. Such factors include, among others:

      o     general economic and business conditions;
      o     economic and business conditions relating to travel in general, and
            to overseas travel in particular;
      o     our ability to implement our business strategy;
      o     our access to financing;
      o     our ability to successfully identify new business opportunities;
      o     our ability to attract and retain key executives; o our ability to
            achieve anticipated cost savings and profitability targets;
      o     changes in our industry;
      o     changes in mobile telephony technology;
      o     changes in competition; and
      o     the effect of regulatory and legal restrictions.

These statements are based on our current beliefs,  expectations and assumptions
and are subject to a number of risks and uncertainties. Our actual results could
differ materially from those discussed in these statements.
<PAGE>


PART I   FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                        UniverCell Holdings, Inc.
                                       Consolidated Balance Sheets

                                                  ASSETS
                                                                             March 31,       December 31,
                                                                               2004             2003
                                                                           (Unaudited)
Current Assets
<S>                                                                         <C>              <C>
   Cash                                                                     $   306,215      $   447,989
   Accounts Receivables                                                          32,793           42,811
                                                                            -----------      ------------

     Total Current Assets                                                       339,008          490,800
                                                                            -----------      ------------

Property & Equipment (Net)                                                       42,168           38,976
                                                                            -----------      ------------

Other Assets
Deferred Financing Costs                                                          7,770           30,990
Deferred Beneficial Conversion Costs                                             15,125           60,500
Deposits                                                                          7,688            7,688
                                                                            -----------      ------------

     Total Other Assets                                                          30,583           99,178
                                                                            -----------      ------------

     Total Assets                                                           $   411,759      $   628,954
                                                                            ===========      ============

                                   LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

   Accounts Payable                                                         $   376,456      $   360,820
   Accrued Expenses                                                              13,541           58,541
   Current Portion of Long Term Debt                                            122,219          267,697
                                                                            -----------      ------------

     Total Current Liabilities                                                  512,216          687,058

Long-Term Debt
   Convertible Debentures                                                       109,330          252,933
   Obligations under Capital Lease                                               12,889           14,764
   Current Portion of Lease Obligations                                        (122,219)        (267,697)
                                                                            -----------      ------------

     Total Long Term Debt                                                             0                0

     Total Liabilities                                                          512,216          687,058

Stockholders' Equity
   Common Stock, Authorized 200,000,000 Shares, $.0001 Par
     Value, Issued and Outstanding 104,701,739 and 86,862,882
     shares, respectively                                                        10,469            8,685
   Additional Paid in Capital                                                 1,062,506          920,687
   Retained Earnings (Deficit)                                               (1,173,432)        (987,476)
                                                                            -----------      ------------

Total Stockholders' Equity                                                     (100,457)         (58,104)
                                                                            -----------      ------------

     Total Liabilities and Stockholders' Equity                             $   411,759      $   628,954
                                                                            ===========      ============
</TABLE>

      The accompanying notes are an integal part of theses financial statements.

<PAGE>

                            UniverCell Holdings, Inc.
                      Consolidated Statements of Operations
                                   (Unaudited)

                                            For the Three Months Ended
                                                      March 31,
                                             2004              2003
                                          ----------      ------------

Revenues                                      27,182           169,332

Cost of Sales                                 21,172           123,852
                                          ----------      ------------

Gross Profit (Loss)                            6,010            45,480
                                          ----------      ------------
Operating Expenses
   General & Administrative                  123,371           127,171
                                          ----------      ------------

     Total Operating Expenses                123,371           127,171
                                          ----------      ------------

Net Operating Income (Loss)                 (117,361)          (81,691)
                                          ----------      ------------

Other Income(Expense)
   Interest Income                                 0               107
   Interest Expense                          (68,595)           (7,311)
                                          ----------      ------------

     Total Other Income(Expense)             (68,595)           (7,204)
                                          ----------      ------------

Net Income (Loss)                       $   (185,956)     $    (88,895)
                                        ============      ============

Net Income (Loss) Per Share             $      (0.00)     $      (0.01)
                                        ============      ============

Weighted Average Shares Outstanding       92,809,168        40,088,949
                                        ============      ============

   The accompanying notes are an integal part of theses financial statements.


<PAGE>

                            UniverCell Holdings, Inc.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                   For the Three Months Ended
                                                                         March 31,

                                                                      2004          2003
                                                                      ----          ----
CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                                <C>            <C>
Net Income (Loss)                                                  $(185,956)     $ (88,895)
Adjustments to Reconcile Net Loss to Net Cash
   Provided by Operations:
     Depreciation & Amortization                                      71,595          7,311
Change in Assets and Liabilities
     (Increase) Decrease in Accounts Receivable                       10,018        111,023
     Increase (Decrease) in Accounts Payable/ Accrued Expenses       (29,364)        29,723
                                                                   ---------     ----------

Net Cash Provided(Used) by Operating Activities                     (133,707)        59,162
                                                                   ---------     ----------

CASH FLOWS FROM INVESTING ACTIVITIES:

   Redemption of Certificate of Deposit
   Purchases of Property and Equipment                                (6,192)        (7,713)
                                                                   ---------     ----------
   Net Cash Provided (Used) by Investing Activities                   (6,192)        (7,713)
                                                                   ---------     ----------


CASH FLOWS FROM FINANCING ACTIVITIES:
   Principal Payments on Capital Leases                               (1,875)             -
                                                                   ---------     ----------

   Net Cash Provided(Used) by Financing Activities                    (1,875)             -
                                                                   ---------     ----------

NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS                     (141,774)        51,449
                                                                   ---------     ----------

CASH AND EQUIVALENTS AT BEGINNING OF PERIOD                          447,989         79,668
                                                                   ---------     ----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                         $ 306,215      $ 131,117
                                                                   =========     ==========

Cash Paid For:
   Interest                                                        $       -      $   7,311
                                                                   =========    ==========
   Income Taxes                                                    $       -      $      -
                                                                   =========    ==========

Non-Cash Activities:

   Shares issued for Debenture conversion                          $ 143,603     $  167,523
                                                                   =========    ==========

</TABLE>

      The accompanying notes are an integal part of theses financial statements.

<PAGE>

                            UniverCell Holdings, Inc.
                 Notes to the Consolidated Financial Statements
                                 March 31, 2004

GENERAL

UniverCell  Holdings,  Inc. and  Subsidiaries  (the Company) has elected to omit
substantially  all  footnotes to the financial  statements  for the three months
ended  March 31,  2004 since  there have been no  material  changes  (other than
indicated in other  footnotes)  to the  information  previously  reported by the
Company in their  Annual  Report  filed on Form 10-KSB for the fiscal year ended
December 31, 2003.

UNAUDITED INFORMATION

The  information  furnished  herein was taken from the books and  records of the
Company without audit.  However, such information reflects all adjustments which
are, in the opinion of management,  necessary to properly reflect the results of
the interim  period  presented.  The  information  presented is not  necessarily
indicative of the results from operations expected for the full fiscal year.

COMMON STOCK

During the three months ended March 31, 2004, the Company issued 17,838,857
Shares of Common Stock in exchange for $143,603 of Convertible Debentures.

<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 THE
FINANCIAL  STATEMENTS  AND NOTES THERETO  APPEARING  ELSEWHERE IN THIS QUARTERLY
REPORT. CERTAIN STATEMENTS IN THIS QUARTERLY REPORT, WHICH ARE NOT STATEMENTS OF
HISTORICAL  FACT, ARE  FORWARD-LOOKING  STATEMENTS.  SEE  "CAUTIONARY  STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS" ON PAGE 2.

GENERAL

We have been  operating our business only since 2000. In view of our  relatively
limited operating history,  we have limited experience  forecasting our revenues
and operating costs. Furthermore,  our limited operating history provides only a
limited  basis  for  our  business,  strategy,  management  and  products  to be
evaluated.  Our business and market is also novel, and we cannot be certain that
we will succeed in gaining market acceptance of our products in the marketplace,
that we will be able to operate our business  profitably,  or that, if attained,
profitability will be maintained.  Accordingly, we believe that period-to-period
comparisons of financial  results are not necessarily  meaningful and should not
be relied upon as an indication of future performance.

The  following  discussion  should  be read in  conjunction  with the  condensed
consolidated  Financial  Statements  and the Notes  thereto for the three months
ended March 31, 2004 and March 31, 2003.

RESULTS OF OPERATIONS

NET SALES

Net sales for the three months ended March 31, 2004 were approximately  $27,000,
a decrease of  approximately  $142,000,  or 84%, from net sales of approximately
$169,000 for the three months ended March 31, 2003.  This decrease was primarily
due to a decrease in the number of our  customers  who rented cell phones in the
first quarter of 2004  compared to the first quarter of 2003. We attribute  this
increase in part to our lack of renewing  our  marketing  efforts  with  Cendant
Corp's subsidiary Avis Rent-A-Car and decreased advertising.

COST OF SALES

Cost of sales for the  three  months  ended  March  31,  2004 was  approximately
$21,000  a  decrease  of  approximately  $103,000,  or 83%,  from  approximately
$124,000 for the three months  ended March 31, 2003.  This  decrease in costs of
sales was primarily  due to the  decreased  volume of air time that we resold to
our customers in the first quarter of 2004.


<PAGE>

GROSS PROFIT

Gross profit for the three months ended March 31, 2004 was approximately  $6,000
a decrease of approximately $39,000, or 87%, from approximately $45,000 of gross
profit for the three months ended March 31,  2003.  This  decrease is due to the
minimal  amount of revenue that was  generated as compared to the quarter  ended
March 31, 2003.

OPERATING EXPENSES

Operating  expenses for the three months ended March 31, 2004 were approximately
$123,000, a decrease of approximately  $4,000, or 3%, over operating expenses of
approximately $127,000 during the three months ended March 31, 2003.

OTHER EXPENSES

During the three months ended March 31, 2004, we incurred  interest  expenses of
approximately $69,000 to reflect accrued interest in connection with our private
placement sale of convertible  debentures in the aggregate  principal  amount of
$690,000.  The interest  expense results from accrued  interest during the first
quarter on these debentures. During the three months ended March 31, 2003 we had
approximately  $7,200  of  interest  expense  associated  with  the  convertible
debentures  sold in our private  placement  offering during the first and second
quarters of 2002.

INCOME TAXES

We recorded no provision  for foreign,  federal or state income taxes for either
the first quarter of 2004 or the third fiscal quarter of 2003.

LIQUIDITY AND CAPITAL RESOURCES

To date, we have financed our  operations  primarily  through a combination of a
loan from our  principal  stockholder,  private  placements  of  equity  and our
operating income.

For the three months ended March 31, 2004, we had a net loss of $185,956.  As of
March 31, 2004, the Company's cash on hand was $306,215.

With current assets of $339,008 and current liabilities of $512,216, our ability
to meet  our  obligations  as they  come  due is  heavily  dependant  on  timely
collection of our accounts  receivable  and on the absence of any surprises that
would require  immediate  outlays of cash. We anticipate  that a combination  of
cash  from  operations  and  funds  raised  in our  private  placement  will  be
sufficient to fund our operations and expansion during 2004, but rapid expansion
is unlikely  due to cash  constraints.  We expect to  undertake  an  advertising
campaign in the near future that will strain our cash position,  and we are also
engaged in disputes  with  several  vendors  whose  charges,  we  believe,  were
excessive.  Should those  vendors be able to justify their charges our available
cash would be rapidly  depleted.  If we are unable to achieve our business plan,
we may need to continue to rely on external  sources of funding to meet our cash
needs for future  acquisitions and internal  expansion and, if necessary,  defer
discretionary expenditures to continue operations. Additional financing, through
subsequent  public  offerings  or private  offerings  or private  equity or debt
financings, may not, however, be available to us on acceptable terms or at all.


<PAGE>

Our plan is to grow during 2004 through a combination of strategic  acquisitions
of U.S.-based  international mobile phone rental companies,  comparably sized or
smaller,   and  through  increases  in  net  sales  by  expanded  marketing  and
advertising. We are also negotiating agreements with marketing partners who will
provide us with lead  referrals  and other access to customers in exchange for a
share of revenues.  If we are unable to raise additional capital or increase our
sales, we will need to pursue a more conservative growth strategy.

During the  remainder  of 2004,  the Company  plans to attempt to  significantly
increase  the  scale of its  rental  activity  and also to  attempt  to  acquire
additional businesses.  These activities could also result in our consuming cash
at a greater rate than that at which we have previously done so.

For the three  months  ended March 31,  2004 the net cash used by our  operating
activities  was  approximately  $133,000  compared  to net cash  provided by our
operating  activities of approximately  $59,000 for the three months ended March
31, 2003.  This shift to negative cash flow was largely the result of diminished
operations and considerably less rental activity.



ITEM 3.  CONTROLS AND PROCEDURES

Within 90 days of the filing date of this report, under the supervision and with
the participation of our management,  including our principal  executive officer
and principal  financial  officer,  we conducted an evaluation 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. 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.

There have been no significant changes (including corrective actions with regard
to significant  deficiencies or material weaknesses) in our internal controls or
in other factors that could  significantly  affect these controls  subsequent to
the date of the evaluation referenced in the preceding paragraph.

PART II  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS


ITEM 3.  DEFAULTS IN SENIOR SECURITIES
<PAGE>

None.

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

None.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

            31    Chief Executive Officer and Chief Financial Officer - Rule
                  13a-14(a) Certification

            32    Chief Executive Officer and Chief Financial Officer -
                  Sarbanes-Oxley Act Section 906 Certification

(b) Reports on Form 8-K

         On May 22, 2003, we filed a Form 8-K, Item 4, to report a change in our
independent auditors.


                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date: May 17, 2004

                                      UNIVERCELL HOLDINGS, INC.


                                      By: /S/ SEAN Y. FULDA
                                      -------------------------------------
                                      Sean Y. Fulda
                                      Chief Executive Officer and President
                                      (principal executive officer,
                                      principal financial officer and
                                      principal accounting officer)