<PAGE>

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

                                   FORM 10-QSB

[X]     QUARTERLY  REPORT  UNDER  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934  for  the  quarterly  period  ended  September  30,  2002.

        OR

[  ]    TRANSITION  REPORT UNDER 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 Small Business Issuer as Specified in its Charter)

                      FLORIDA                      11-3331350
           -------------------------------     ----------------------
           (State or other jurisdiction of     (I.R.S. Employer
            incorporation or organization)     Identification Number)

                        1777 REISTERSTOWN ROAD, SUITE 295
                            BALTIMORE, MARYLAND 21208
                    (Address of Principal Executive Offices)

                                 (800) 765-2355
                           (Issuer's Telephone Number)

Securities  registered  pursuant  to  Section  12(b) of the Act: Not applicable.

Securities  registered  pursuant to Section 12(g) of the Act:  $0.0001 PAR VALUE
PER  SHARE  COMMON  STOCK

Check  whether  the  issuer  (1)  has  filed all reports required to be filed by
Section  13  or  15(d)  of  the Securities Exchange Act of 1934 ("Exchange Act")
during  the  past  12  months  (or  for  such shorter period that the issuer was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.

Yes  [X]  No  [  ]

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the last practicable date:  AS OF NOVEMBER 14, 2002, THERE WERE
40,650,504  SHARES  OF  THE ISSUER'S COMMON STOCK, PAR VALUE $0.0001, ISSUED AND
OUTSTANDING.



<PAGE>

                                TABLE OF CONTENTS

                                                                     Page
                                                                     ----
PART  I  -  FINANCIAL  INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS:
  CONDENSED  CONSOLIDATED  BALANCE  SHEET  (UNAUDITED)
    AS  OF  SEPTEMBER  30,  2002                                     F-1
  CONDENSED  CONSOLIDATED  STATEMENTS  OF  OPERATIONS
    (UNAUDITED)  FOR  THE  THREE  AND  NINE  MONTHS  ENDED
    SEPTEMBER  30,  2002  AND  2001                                  F-3
  CONDENSED  CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
    (UNAUDITED) FOR THE NINE MONTHS  ENDED SEPTEMBER 30, 2002
    AND  2001                                                        F-4
  NOTES  TO  CONDENSED  CONSOLIDATED  FINANCIAL  STATEMENTS          F-6

ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS                      1
ITEM  3  CONTROLS  AND  PROCEDURES                                     8

PART  II  OTHER  INFORMATION

ITEM  2.  CHANGES  IN  SECURITIES                                      9
ITEM  4.  OTHER  INFORMATION                                          12
ITEM  5.  EXHIBITS  AND  REPORTS  ON  FORM  8-K                       12

SIGNATURES                                                            13



                                        i
<PAGE>


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

PART  I  --  FINANCIAL  INFORMATION

ITEM  1     FINANCIAL  STATEMENTS.

     Our  condensed consolidated Financial Statements required to be reported in
this  Report  appear  on  the  following  pages.  The  accompanying notes are an
integral  part  of  these  condensed  consolidated  Financial  Statements.

                                                       UNIVERCELL HOLDINGS, INC.

                                            CONDENSED CONSOLIDATED BALANCE SHEET
                                                                     (UNAUDITED)

                                                              September 30, 2002
--------------------------------------------------------------------------------


                                     ASSETS
                                     ------
<TABLE>
<CAPTION>




CURRENT ASSETS
--------------
<S>                                                        <C>         <C>
Cash and cash equivalents                                  $  171,748
Restricted cash balances                                       10,070
Accounts receivable, less allowance for doubtful accounts
of $35,000                                                    626,626
Other current assets                                          106,231
                                                           ----------


Total Current Assets                                                   $  914,675
                                                                       ----------


PROPERTY AND EQUIPMENT, Net                                                21,494
----------------------                                                 ----------


OTHER ASSETS
------------
  Security deposit                                              7,688
  Deferred financing costs                                    248,958
                                                           ----------


Total Other Assets                                                        256,646
                                                                       ----------


TOTAL ASSETS                                                           $1,192,815
                                                                       ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.

                                                                             F-1


<PAGE>

                                                       UNIVERCELL HOLDINGS, INC.

                                            CONDENSED CONSOLIDATED BALANCE SHEET
                                                                     (UNAUDITED)

                                                              September 30, 2002
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                    ---------------------------------------




CURRENT LIABILITIES
-------------------
<S>                                                     <C>         <C>
Accounts payable and accrued expenses                   $  513,795
                                                        -----------


Total Current Liabilities                                            $  513,795
                                                                     -----------


DEBENTURES PAYABLE                                         400,209
------------------


COMMITMENTS
-----------


STOCKHOLDERS' EQUITY
--------------------
Common stock, par value $0.0001 ; 50,000,000 shares
  authorized, 40,650,504 shares issued and outstanding       4,065
Additional paid in capital                                 984,685
Deficit                                                   (709,939)
                                                        -----------


TOTAL STOCKHOLDERS' EQUITY                                              278,811
                                                                     -----------


TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                                 $1,192,815
                                                                     ===========
</TABLE>

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

                                                                             F-2

<PAGE>

                                                       UNIVERCELL HOLDINGS, INC.
                                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                     (UNAUDITED)
<TABLE>
<CAPTION>


      For  the  Three  and  Nine  Months  Ended  September  30,  2002  and  2001
--------------------------------------------------------------------------------


                                         For the Three Months Ended      For the Nine Months Ended
                                         ----------------------------   ------------------------------
                                         September 30,   September 30,    September 30,  September 30,
                                              2001           2001            2001          2001
NET SALES                                $   346,755     $    318,344   $      649,141  $      692,662
---------                               --------------  --------------  --------------  --------------
<S>                                     <C>              <C>            <C>             <C>
COST OF SALES                                173,409          129,287          338,873         324,076
-------------                           --------------  --------------  --------------  --------------

GROSS PROFIT                                 173,346          189,057          310,268         368,586
                                        --------------  --------------  --------------  --------------

OPERATING EXPENSES                           277,055           78,724          693,053         248,521
------------------                      --------------  --------------  --------------  --------------

OPERATING (LOSS) INCOME                     (103,709)         110,333         (382,785)        120,065
                                        --------------  --------------  ---------------  -------------

OTHER INCOME (EXPENSE)
----------------------
Interest income                               1,707               337            2,006           3,804
Interest expense                            (150,380)              --         (270,796)             --
                                        --------------  --------------  ---------------  -------------

Total Other Expense                         (148,673)             337         (268,790)          3,804
                                        --------------  --------------  ---------------  -------------

NET (LOSS) INCOME, HISTORICAL               (252,382)         110,670         (651,575)        123,869





CHARGE IN LIEU OF INCOME
------------------------
 TAXES                                            --          (44,000)              --         (50,000)

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

PRO FORMA NET (LOSS) INCOME             $   (252,382)    $      66,670  $    (651,575)  $       73,869
                                        ==============  =============== ==============  ===============

PRO FORMA NET (LOSS) INCOME PER SHARE
--------------------------------------
Weighted average shares
 Outstanding                              40,314,410        33,000,000     39,930,202       33,000,000
                                        ==============  ===============  =============  ===============

Net loss per share, basic and diluted   $      (0.00)   $         0.00   $      (0.02)  $         0.00
                                        ============== ================  =============  ===============
</TABLE>

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

                                                                             F-3




<PAGE>
                                                       UNIVERCELL HOLDINGS, INC.

                                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                     (UNAUDITED)
<TABLE>
<CAPTION>


                           For the Nine Months Ended September 30, 2002 and 2001
--------------------------------------------------------------------------------



2001
                                                       ----------  ---------
CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
<S>                                                    <C>         <C>
 Net (Loss) Income                                     $(651,575)  $ 123,869
Adjustments to reconcile net loss to net
    cash used in operating activities:
Depreciation and amortization                             11,600      18,327
Interest expense - Deferred financing costs              148,542
Accrued interest - Convertible debentures                  8,914
Interest expense-  Beneficial conversion                 113,209
Changes in operating assets and liabilities:
Accounts receivable                                     (310,747)   (238,073)
Other current assets                                    (105,407)         --
Security deposit                                          (6,239)    (10,808)
Accounts payable and accrued expenses                    298,266      80,180
                                                       ----------  ----------

TOTAL ADJUSTMENTS                                        158,138    (150,374)
                                                       ----------  ----------

NET CASH USED IN OPERATING ACTIVITIES                   (493,437)    (26,505)
                                                       ----------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------
Purchases of property and equipment                      (13,931)     (5,463)
Redemption of certificate of deposit                      24,930          --
                                                       ----------  ----------

NET CASH PROVIDED BY (USED IN)
  INVESTING ACTIVITIES                                    10,999      (5,463)
                                                       ----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------
Repayment of stockholder loan                             (1,874)    (20,000)
Payment of Deferred financing costs                      (84,500)         --
Gross proceeds from the sale of Debenture securities     650,000          --
                                                       ----------  ----------

NET CASH PROVIDED BY (USED IN)
  FINANCING ACTIVITIES                                 $ 563,626   $ (20,000)
                                                       ----------  ----------
</TABLE>

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

                                                                             F-4




<PAGE>
                                                       UNIVERCELL HOLDINGS, INC.

                                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                          (UNAUDITED), Continued
<TABLE>
<CAPTION>


                           For the Nine Months Ended September 30, 2002 and 2001
                           -----------------------------------------------------



                                                             2002      2001
<S>                                                        <C>       <C>
NET INCREASE IN CASH
  AND CASH EQUIVALENTS                                     $ 81,188  $(51,968)

CASH AND CASH EQUIVALENTS - Beginning                        90,560    96,131
-------------------------                                  --------  ---------

CASH AND CASH EQUIVALENTS - Ending                         $171,748  $ 44,163
-------------------------                                  ========  =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
------------------------------------------------
  Non Cash Investing And Financing Activities:

    Issued common stock warrants as placement fee          $313,000  $     --
    Issued common stock as settlement of accounts payable  $231,250  $     --

</TABLE>


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

                                                                             F-5





<PAGE>
                                                       UNIVERCELL HOLDINGS, INC.


                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------



NOTE  1-  Basis  of  Presentation
          -----------------------

     The  condensed consolidated balance sheet of UniverCell Holdings, Inc. (the
     "Company")  as  of  September  30, 2002, the related condensed consolidated
     statements  of operations for the three and nine months ended September 30,
     2002  and 2001, and cash flows for the nine months ended September 30, 2002
     and  2001  included  in  Item  1 have been prepared by the Company, without
     audit, pursuant to the rules and regulations of the Securities and Exchange
     Commission.  Certain information and footnote disclosures normally included
     in  financial  statements prepared in accordance with accounting principles
     generally  accepted  in the United States of America have been condensed or
     omitted  pursuant  to  such  rules  and  regulations.  In  the  opinion  of
     management,  the  accompanying  condensed consolidated financial statements
     include  all  adjustments  (consisting  of  normal,  recurring adjustments)
     necessary  to summarize fairly the Company's financial position and results
     of  operations.  The  results  of  operations for the three and nine months
     ended  September  30, 2002 are not necessarily indicative of the results of
     operations  for  the full year or any other interim period. These financial
     statements  should  be  read  in  conjunction  with  the  audited financial
     statements  and  notes  thereto  included in the Company's Annual Report on
     Form  10-KSB  for  the  year  ended  December  31,  2001  as filed with the
     Commission.


NOTE  2  -  The  Company  and  Nature  of  Business
            ---------------------------------------

     UniverCell Holdings, Inc. (the "Company") was incorporated in California in
     August  1989  under  the  corporate  name  Hypermedia  Communications, Inc.
     ("Hypermedia")  and  became  a  Florida Corporation through the filing of a
     certificate of domestication dated August 17, 2001. In connection with this
     filing,  the  Company  also  changed  the  par value of its common stock to
     $0.0001  per share. Immediately prior to December 14, 2001, the Company was
     a  public  shell  with  no material assets or capital, and no operations or
     income.

     UniverCell  Global  Phone  Rentals, Inc. ("UniverCell") was formed in March
     1999  under  the  laws of the State of Illinois and commenced operations in
     January  2000.  The  Company  is  the  successor  entity  to  Isralink
     Communications,  Inc.  ("Isralink").

     On  December  31,  1999,  Univercell issued 27,390,000 shares of its common
     stock  to  the  sole  stockholder  of  Isralink  in exchange for Isralink's
     accounts receivable, cellular telephones, certain liabilities, and assigned
     a cellular service contract with an Israeli cellular service provider. This
     transaction  was  recorded  as  a  transfer  and exchange of entities under
     common  control  and  accordingly  there  was no step up in basis of assets
     acquired  or  liabilities  assumed  by  Univercell.

                                                                             F-6
<PAGE>
                                                       UNIVERCELL HOLDINGS, INC.

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE  2  -  The  Company  and  Nature  of  Business,  continued
            ---------------------------------------------------

     The net assets assigned to Univercell on December 31, 1999 were as follows:

     Accounts receivable                                                $11,000
     Cellular equipment                                                  15,500
     Accounts payable                                                    (5,000)
                                                                        --------
          Net Assets Assigned                                           $21,500
                                                                        ========


     On  December 14, 2001, the Company acquired 100% of the outstanding capital
     stock of UniverCell. In connection with this acquisition, UniverCell became
     a  wholly-owned subsidiary and UniverCell's directors and officers replaced
     all of the Company's directors and officers. The stockholders of UniverCell
     were  issued  33,000,000  of the Company's shares of Common Stock, ("Common
     Stock")  in  exchange  for  their  shares,  or 84.3% of the Company's total
     outstanding  common shares. Accordingly, a change in control of the Company
     occurred in connection with the acquisition, and the acquisition was deemed
     a  "reverse  acquisition"  for  accounting  purposes.  The  acquisition  of
     Hypermedia  has  been  recorded based on the fair value of Hypermedia's net
     tangible  liabilities, which consist of $40,000 of current liabilities. The
     reverse  acquisition  was  accounted  for  as  a  recapitalization  and the
     stockholders'  equity  was  retroactively  restated to January 1, 2000. The
     financial  statements  are  those of UniverCell prior to December 14, 2001.

     The  Company  is  focused  on  the  international  travel market and serves
     business, leisure and student travelers by providing international cellular
     telephone  rentals. The Company provides these services to people traveling
     from  the  United  States of America to certain destinations outside of the
     United  States  of  America.


NOTE  3  -  Selected  Significant  Accounting  Policies
            -------------------------------------------

     Consolidated  Financial  Statements
     -----------------------------------
     The  consolidated  financial  statements include the Company and its wholly
     owned subsidiary, UniverCell. All significant intercompany transactions and
     balances  have  been  eliminated  in  consolidation.

     Use  of  Estimates  in  the  Financial  Statements
     --------------------------------------------------
     The  preparation  of  financial  statements  in  conformity with accounting
     principles  generally  accepted  in  the  United States of America requires
     management  to  make  estimates  and  assumptions  that affect the reported
     amounts  of  assets and liabilities and disclosure of contingent assets and
     liabilities  at  the  date  of  the  financial  statements and the reported
     amounts  of  revenues  and  expenses  during  the  reporting period. Actual
     results  could  differ  from  those  estimates.

                                                                             F-7
<PAGE>
                                                       UNIVERCELL HOLDINGS, INC.

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE  3  -  Selected  Significant  Accounting  Policies
            -------------------------------------------

     Pro  Forma  Earnings  Per  Share
     --------------------------------
     The  Company  adopted  the  provisions of Statement of Financial Accounting
     Standards ("SFAS") No. 128, "Earnings per Share". SFAS No. 128 requires the
     presentation  of basic and diluted Earnings Per Share ("EPS"). Basic EPS is
     computed  by  dividing  income  available  to  common  stockholders  by the
     weighted-average  number  of  common  shares  outstanding  for  the period.
     Diluted  EPS includes the potential dilution that could occur if options or
     other  contracts  to  issue  common  stock were exercised or converted. The
     effect  of  the  recapitalization on the Company has been given retroactive
     application  in  the  earnings  per  share  calculation.  The  6,142,096
     outstanding  shares  with  respect  to  Hypermedia have been included since
     December  14,  2001,  the  date  of  the reverse acquisition. The Company's
     outstanding  warrants  are  antidilutive  and  are not reflected in diluted
     earnings  per  share. Accordingly, basic and diluted earnings per share are
     identical.

     Income  Taxes
     -------------
     The  Company  accounts  for  income taxes using the liability method, which
     requires  the determination of deferred tax assets and liabilities based on
     the  differences  between  the  financial  and  tax  bases  of  assets  and
     liabilities  using  enacted  tax  rates  in  effect  for  the year in which
     differences  are expected to reverse. Deferred tax assets are adjusted by a
     valuation  allowance,  if, based on the weight of available evidence, it is
     more  likely  than  not that some portion or all of the deferred tax assets
     will  not be realized. The Company has recorded a deferred tax asset in the
     amount  of  approximately  $160,000  as  of  September  30, 2002 and due to
     recurring  losses  has  recorded a valuation allowance of the whole amount.

     As  a  result of the Reverse Acquisition Transaction, on December 14, 2001,
     UniverCell  Global  terminated  its  "S"  Corporation tax status and became
     taxable  as  a  "C" Corporation. If UniverCell Global were taxable as a "C"
     Corporation  for  all periods presented, pro forma net income and pro forma
     net income per share for the three and nine months ended September 30, 2001
     would  have been approximately $66,700, or $0.00 per share, and $73,900, or
     $0.00 per share, respectively. The Company incurred a net operating loss in
     the  current  year, which gave rise to a deferred tax asset. Management has
     determined  that  a valuation allowance was appropriate for the full amount
     of  the  deferred  tax  asset  at  December  31,  2001.

     Fair  Value  of  Financial  Instruments
     ---------------------------------------
     SFAS  No.  107,  "Disclosures  about  Fair  Value of Financial Instruments"
     requires  that  the  Company  disclose  estimated  fair values of financial
     instruments.  The  carrying  amounts reported in the statement of financial
     position for current assets and current liabilities qualifying as financial
     instruments  are  a  reasonable  estimate  of  fair  value.

                                                                             F-8
<PAGE>
                                                       UNIVERCELL HOLDINGS, INC.

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE  3  -  Selected  Significant  Accounting  Policies,  continued
            -------------------------------------------

     New  Accounting  Pronouncements
     -------------------------------
     In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS
     No.  141,  "Business  Combinations,"  and SFAS No. 142, "Goodwill and Other
     Intangible Assets." SFAS No. 141 requires the use of the purchase method of
     accounting  for  business  combinations  initiated after June 30, 2001, and
     eliminates  the  pooling-of-interests  method. SFAS No. 142 requires, among
     other things, the use of a non-amortization approach for purchased goodwill
     and  certain  intangibles.  Under a non-amortization approach, goodwill and
     certain  intangibles will not be amortized in earnings, but instead will be
     reviewed  for  impairment  at  least  annually.

     In  October  2001,  the  FASB  issued  SFAS  No.  144,  "Accounting for the
     Impairment  or  Disposal  of Long-Lived Assets". SFAS No. 144 addresses the
     accounting  model  for  long-lived  assets  to  be  disposed of by sale and
     resulting  implementation  issues.  This  statement  requires  that  those
     long-lived assets be measured at the lower of carrying amount or fair value
     less  cost  to  sell,  whether  reported  in  continuing  operations  or in
     discontinued  operations. Therefore, discontinued operations will no longer
     be measured at net realizable value or include amounts for operating losses
     that  have not yet occurred. It also broadens the reporting of discontinued
     operations  to include all components of an entity with operations that can
     be  distinguished  from  the rest of the entity and that will be eliminated
     from  the  ongoing  operations  of  the  entity  in a disposal transaction.

     The  Company implemented these standards effective January 1, 2002 and they
     did  not  have  a material effect on the consolidated financial statements.

     On  April  30,  2002,  the  FASB  issued  SFAS No. 145, "Rescission of FASB
     Statements  No.  4,  44  and  64,  Amendment  of FASB Statement No. 13, and
     Technical  Corrections". SFAS No. 145 eliminates the requirement that gains
     and  losses from the extinguishment of debt be aggregated and, if material,
     classified  as  an extraordinary item, net of the related income tax effect
     and  eliminates  an inconsistency between the accounting for sale-leaseback
     transactions  and  certain  lease  modifications that have economic effects
     that are similar to sale-leaseback transactions. Generally, SFAS No. 145 is
     effective  for  transactions  occurring after May 15, 2002. The adoption of
     this  standard  is  expected  to  have  no  impact  to  the  Company.

     SFAS  No.  146,  "Accounting  for  Costs  Associated  with Exit or Disposal
     Activities",  provides  guidance  on  the  recognition  and  measurement of
     liabilities  for  cost  associated  with  exit  or disposal activities. The
     provisions  of this Statement are effective for exit or disposal activities
     that  are  initiated  after  December  31,  2002.  The Company is currently
     reviewing  SFAS  No.  146  to  determine  the  impact  upon  adoption.

                                                                             F-9
<PAGE>
                                                       UNIVERCELL HOLDINGS, INC.

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE  3  -  Selected  Significant  Accounting  Policies,  continued
            -------------------------------------------

     Impairment  of  Long-Lived  Assets
     ----------------------------------
     The Company reviews long-lived assets held and used for possible impairment
     whenever  events  or  changes  in  circumstances indicate that the carrying
     amount  of  an  asset  may  not  be  recoverable.

     Revenue  Recognition
     --------------------
     Revenues  consist  of  charges to customers for rental charges and cellular
     airtime  usage.  Revenues  are  recognized  as  services  are  provided.


NOTE  4  -  Commitments  and  Contingencies
            -------------------------------

     Standby  Letter  of  Credit
     ---------------------------
     In  February  2000,  the  Company  entered into an agreement with a bank to
     issue  a  Standby  Letter of Credit for $35,000 to a major vendor providing
     for  payment  in  the  event  the  Company  defaults  on future payments. A
     restricted  Certificate  of  Deposit held by the bank secures the letter of
     credit  agreement,  which  originally expired in February 2002. In February
     2002  the  letter  of  credit  agreement  was  amended  to  provide  for an
     expiration  date  of  August  2002 and a reduction in the Standby Letter of
     Credit  to  $10,000.

     In connection with the issuance of the Standby Letter of Credit the Company
     amended  an  existing  agreement  with the major vendor, dated August 1998,
     providing for continued airtime network availability. The agreement further
     provides  that  in  the event the Company remains an active subscriber, the
     Company  shall  pay  to  such  vendor  a  fixed  amount  as  defined in the
     agreement.  The  agreement  expires  August  2002.

     Concentration  of  Business  Risk
     ---------------------------------
     The Company acquired cellular airtime from two foreign vendors for the nine
     months  ended  September  30,  2002  and  2001. In the event the Company is
     unable  to  acquire  airtime  on  favorable  terms  the result could have a
     significant  impact  on  the  Company's  operations  and operating profits.

     Payroll  Taxes
     --------------
     The  Company has not filed payroll tax returns from January 1, 2001 through
     December 31, 2001. As of September 30, 2002, the past due amounts have been
     included  in accrued expenses totaling approximately $13,000 and consist of
     payroll  taxes  owed  and  estimated  penalties  and  interest.

                                                                            F-10
<PAGE>
                                                       UNIVERCELL HOLDINGS, INC.

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE  4  -  Commitments  and  Contingencies
            -------------------------------

Employment  Agreement
---------------------
Effective  January  1,  2002,  the  Company  entered into a five year employment
agreement with the Company's Chief Executive Officer, Sean Y. Fulda.  The annual
salary  will  be  $75,000  for  the  year  ending December 31, 2002, with annual
increases  and  discretionary  bonuses.  The  minimum  commitments  under  the
employment  agreement  are  as  follows:


                                   Year ending
                                   December 31,    Amount
                            --------------------------------------
                                     2003           $125,000

                                     2004            140,000
                                     2005            160,000
                                     2006            180,000
                                                    --------
                                                     605,000
                                                    ========

NOTE  5  -  Stockholders  Equity
            --------------------

     During March 2002, the Company issued 925,000 shares of its Common Stock to
     various  consultants as payment for services rendered in 2001 in the amount
     of $231,250 for consulting and professional fees. Included in this issuance
     were  75,000  shares  issued  to  a  relative  of  an  officer.

     On  August  22,  2002 the Company issued 583,408 shares of its Common Stock
     upon  the cashless exercise of 1,300,000 warrants issued as a placement fee
     in  connection  with  convertible  debentures  (See  Note  6)

NOTE  6  -  Convertible  Debentures
            -----------------------

     In  March  2002,  the  Company  entered  into an agreement with a Placement
     Agent. The Placement Agent was engaged as the non-exclusive placement agent
     in  connection  with  a  proposed  offering  for  a  private  placement  of
     Convertible  Debentures (the "Debentures"). The Company offered for sale to
     investors  through  the placement agent a minimum of $500,000 and a maximum
     of $1,000,000 of the Company's Debentures at various face amounts. Pursuant
     to  the  terms  of the agreement, the purchases and sales of the Debentures
     occur  at one or more closings (at September 30, 2002 the Private Placement
     is  closed),  the first of which occurs when buyers have deposited with the
     escrow  agent a minimum of $250,000. During the nine months ended September
     30,  2002,  gross proceeds of $650,000 were raised and released from escrow
     to  the  Company. These convertible Debentures bear interest at the rate of
     6%  per  annum,  and  mature  two  years  from the date of issuance, unless
     converted  into  Common  Stock  of  the  Company  at  the
                                                                            F-11
<PAGE>
                                                       UNIVERCELL HOLDINGS, INC.

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE  6  -  Convertible  Debentures,  continued
            -----------------------

     holder's  option. If not previously converted by the holder, the Debentures
     will  be automatically converted upon maturity. The conversion rate will be
     based  on  the lesser of (i) 200% of the closing bid price per share of the
     Company's  Common  Stock  on  the  closing  date and (ii) 70% of the lowest
     closing  bid  price  per share of the Company's Common Stock for the twenty
     (20)  trading  days  immediately  preceding  the  date  of  conversion.
     Accordingly, the Company recorded a deferred debt discount in the amount of
     $363,000  to  reflect  the beneficial conversion feature of the debentures.
     Pursuant  to  Emerging Issues Task Force Issue 00-27: "Application of Issue
     No.  98-5  to Certain Convertible Instruments" the Company will accrete the
     deferred debt discount over the two-year term of the Debentures. During the
     nine months ended September 30, 2002, the Company recorded interest expense
     in  the  amount  $49,834  related  to  the  accretion  of the deferred debt
     discount.

     At  each closing, the placement agent is to receive cash compensation equal
     to  thirteen  percent  (13%)  of  the  gross  proceeds  of  the Debentures.
     Furthermore,  the Company is required to issue warrants to persons that the
     placement  agent  shall designate to purchase the Company's Common Stock on
     the  following  basis:  For every $1,000 of Debentures sold by the Company,
     the  Company  is required to issue warrants to purchase 2,000 shares of the
     Company's  Common  Stock. During the three months ended September 30, 2002,
     this resulted in the issuance of 1,300,000 warrants for services related to
     the placement of the Debentures (as discussed in Note 5 these warrants were
     exercised  on  a  cashless  basis).  The  fair  value  of these warrants of
     $313,000  has  been  recorded  as a deferred financing cost, which is being
     amortized  over  the  two-year  term of the Debentures. The warrants have a
     term  of  two  years  from issuance date and have an exercise price that is
     equal  to 105% multiplied by the lower of (i) 200% of the closing bid price
     per  share on the closing date and (ii) 70% of the lowest closing bid price
     per  share  of the Company is Common Stock for the twenty (20) trading days
     immediately  preceding  the  date  of  conversion.

     In  connection  with  the  private  placement  the  Company  entered into a
     registration  rights  agreement that requires it to register for resale all
     securities  issued  pursuant  to the private placement (both the Debentures
     and  the  warrants).  The  Company  has  registered  such  securities.  The
     registration  statement  became  effective  during  October  2002.

                                                                            F-12
<PAGE>
                                                       UNIVERCELL HOLDINGS, INC.

                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


ITEM  2     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

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

     This  section  contains forward-looking statements, which involve known and
unknown  risks  and uncertainties.  These statements relate to our future plans,
objectives,  expectations and intentions.  These statements may be identified by
the  use  of  words  such  as  "may,"  "will," "should," "potential," "expects,"
"anticipates,"  "intends,"  "plans,"  "believes" and similar expressions.  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.  Our Annual Report
on  Form  SEC  10-KSB filed with the SEC on April 16, 2002 (the "Annual Report")
contains  a discussion of certain of the risks and uncertainties that affect our
business.  We  refer  you  to  the  "Risk Factors" on pages 15 through 28 of the
Annual  Report for a discussion of certain risks, including, among others, risks
relating  to  our  business  as a mobile telephone rental company targeting U.S.
travelers  abroad,  our lack of a significant operating record and the fact that
we  have had operating losses, our risks relating to seasonality, our dependence
on  key  suppliers  of air time and equipment, our limited managerial resources,
our  commercialization  of  our current and future products and applications and
risks  relating  to  our  common  stock  and  its  market  value.

     The  following  discussion should be read in conjunction with the condensed
consolidated  Financial  Statements  for the period ended September 30, 2002 and
the  Notes  thereto  and  our  Annual  Report.

     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.

OVERVIEW

     Our business is providing mobile telephone services to U.S. travelers going
overseas.  Mobile  phones most commonly used in the U.S. are not compatible with
service  providers  abroad.  Consequently,  most people simply do without having
mobile  phone  access  when traveling abroad.  Because there are many people who
travel  from the U.S. abroad who want or require mobile phone services and they,
for  the most part, are unable to receive service overseas with their own mobile
phones,  we  believe  there  is  a  market  opportunity  for  our services.   We
currently offer wireless phone, fax, data and internet communication services to
business travelers, leisure travelers and students traveling to over 110 foreign
                                        1
<PAGE>
countries.  Providing  mobile  telephone  services to U.S. travelers abroad is a
niche  market  in  its  fledgling  stage, with very little market penetration at
present.  Our  objective is to develop this market and become a leading provider
of  international  mobile  phone services to U.S.-based international travelers.
We  anticipate  expanding our product line as we grow, both to adapt to changing
technology  and  to  add  products,  which  will  complement and expand our core
business.

RESULTS  OF  OPERATIONS

THREE  MONTHS  ENDED  SEPTEMBER  30,  2002  COMPARED  TO  THE THREE MONTHS ENDED
SEPTEMBER  30,  2001.

NET  SALES

     Net  sales for the three months ended September 30, 2002 were approximately
$347,000  ,  an  increase  of  approximately  $29,000 , or 9%, from net sales of
approximately  $318,000  for  the  three  months ended September 30, 2001.  This
increase  was primarily due to customers referred through our preferred alliance
agreement  with  Avis  rent-a-car.  The  relatively  small  increase from such a
preferred  alliance  is due to a decrease in the number of our regular customers
who  rented  cell  phones  in  the  third  quarter of 2002 compared to the third
quarter  of 2001.  We attribute this decrease to fewer people traveling from the
U.S.  abroad  due  to  security  concerns  arising from the terrorist attacks of
September  11,  2001  and  also  due  to  the  economic  downturn  in  the  U.S.

COST  OF  SALES

     Cost  of  sales  for  the  three  months  ended  September  30,  2002  was
approximately  $173,000  an  increase  of  approximately  $44,000,  or 34%, from
approximately  $129,000  for  the  three  months ended September 30, 2001.  This
increase in costs of sales was primarily due to the increased volume of cellular
lines  that  we  maintained.

GROSS  PROFIT

     Gross  profit  for  the  three  months  ended  September  30,  2002  was
approximately  $173,000  ,  a  decrease  of  approximately $16,000 , or 9%, from
approximately  $189,000  of  gross  profit  the three months ended September 30,
2001.  This decrease is largely the result of the fewer sales experienced during
the  third  quarter  of 2002 to regular customers on a higher number of cellular
lines  as  compared to the third quarter of 2001.  The Company believes that the
amount  of gross profit is sufficiently small that the decrease in percentage is
not  indicative  of  any  particular  trend.

OPERATING  EXPENSES

     Operating  expenses  for  the  three  months  ended September 30, 2002 were
approximately  $277,000,  an  increase  of approximately $198,000, or 250%, over
operating  expenses  of  approximately  $79,000  during  the  three months ended
September  30,  2001.  The  largest  components of our operating expenses in the
third  quarter  of 2002 were fees paid to our professional advisors, advertising
costs,  automobile  lease  expenses  and  office rent.  The professional fees we
incurred  consisted  principally  of  legal  fees  (approximately  $106,000),
accounting  fees  (approximately $27,000).  During the third quarter of 2001, we
did  not  incur  any  comparable  expenses,  as  we  did not engage professional
advisors for similar services during that period. The Company incurred legal and
accounting  costs  in  the  third  quarter  of  2002 in order to comply with SEC
                                                                               2
<PAGE>
reporting  requirements  and  other  complexities  resulting  from the Company's
capital  raise.

     Advertising  costs  for  the  three  months  ended  September 30, 2002 were
approximately  $19,000,  as  compared with advertising costs incurred during the
three  months  ended September 30, 2001 of approximately $13,000.  This increase
in  advertising expenditures represents an increased use of media advertising as
a  means  to  attract  customers  (as  opposed  to  focusing  on trade shows and
promotions  to  the  travel  industry),  as  well  as  the  transitioning of our
advertising  program  from  niche-oriented  publications  to  broader-interest,
national publications relevant to our target markets. Increased expenditures for
media  advertising  were offset by decreased expenditures on trade show presence
and  promotional  items  directed  to  the  travel industry.  We expect that our
advertising  expenses  will  increase  in the future, as we intend to expand our
advertising  efforts to attract more customers.  Our ability to fund advertising
costs  will  depend  on  our  operating  revenues  and capital raised from other
sources.

OTHER  EXPENSES

     During  the  three  months  ended  September 30, 2002, we incurred interest
expenses  of  approximately  $150,000  to  reflect  accrued  interest,  deferred
financing  costs  and  the  beneficial conversion feature in connection with our
private  placement  sale  of  convertible  debentures in the aggregate principal
amount  of  $650,000.  The interest expense results from accrued interest during
the  first and second quarter on these debentures (approximately $4,000, accrued
at  the  rate of 6% per annum), deferred financing costs (approximately $67,000)
and  the  beneficial  conversion  (approximately  $50,000)  associated  with the
convertible  debentures  sold in our private placement offering during the first
and second quarters of 2002.  There were no comparable expenses recorded for the
nine  months  ended September 30, 2001 because the Company did not engage in any
comparable  transactions  during  that  period.

NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
30,  2001

NET  SALES

     Net  sales  for the nine months ended September 30, 2002 were approximately
$649,000,  a  decrease  of  approximately  $44,000,  or  6%,  from  net sales of
approximately  $693,000  for  the  nine  months  ended September 30, 2001.  This
decrease  was  primarily  due  to  a decrease in the number of our customers who
rented  cell  phones  in  the first three quarters of 2002 compared to the first
three  quarters  of  2001.  We attribute this decrease to fewer people traveling
from the U.S. abroad due to security concerns arising from the terrorist attacks
of  September  11,  2001  and  also  due  to  the  economic downturn in the U.S.

COST  OF  SALES

     Cost  of  sales  for  the  nine  months  ended  September  30,  2002  was
approximately  $339,000  an  increase  of  approximately  $15,000,  or  5%, from
approximately  $324,000  for  the  nine  months  ended September 30, 2001.  This
increase in costs of sales was primarily due to the increased number of cellular
lines  that  we  maintained
GROSS  PROFIT
                                                                               3
<PAGE>

     Gross profit for the nine months ended September 30, 2002 was approximately
$310,000,  a  decrease  of  approximately  $59,000,  or  16%, from approximately
$369,000  of  gross  profit  for the nine months ended September 30, 2001.  This
decrease  is  largely the result of the fewer sales experienced during the first
three  quarters  of  2002  as compared to the first three quarters of 2001.  The
Company  believes that the amount of gross profit is sufficiently small that the
decrease  in  percentage  is  not  indicative  of  any  particular  trend.

OPERATING  EXPENSES

     Operating  expenses  for  the  nine  months  ended  September 30, 2002 were
approximately  $693,000,  an  increase  of  approximately $444,000 or 178%, over
operating  expenses  of  approximately  $249,000  during  the  nine months ended
September  30,  2001.  The  largest  components of our operating expenses in the
first  three  quarters  of  2002  were  fees  paid to our professional advisors,
advertising  costs,  costs  of  sales representatives, automobile lease expenses
and  office  rent.  The  professional  fees we incurred consisted principally of
legal  fees  (approximately  $217,000), accounting fees (approximately $118,000)
and  investor  relations  fees  (approximately $41,000).  During the first three
quarters of 2001, we did not incur any comparable expenses, as we did not engage
professional  advisors  for  similar  services  during that period.  The Company
incurred  legal and accounting costs in the nine months ended September 30, 2002
in  order  to  comply  with  SEC  reporting  requirements and other complexities
resulting  from  the  Company's  capital  raise.

     Advertising  costs  for  the  nine  months  ended  September  30, 2002 were
approximately  $61,000,  as  compared with advertising costs incurred during the
nine  months  ended  September  30,  2001 of approximately $60,000.  Advertising
expenditures  remained  the  same  and  represents  an  increased  use  of media
advertising  as  a  means  to  attract customers (as opposed to relying on trade
shows  and  promotions  to the travel industry), as well as the transitioning of
our  advertising  program  from niche-oriented publications to broader-interest,
national  publications  relevant  to  our target markets.  In furtherance of our
current  advertising  program, we published advertisements in the 2002 issues of
Conde  Nast  Traveler,  Travel  and Leisure and Travel Holiday magazines.  These
resulting  increased expenditures were offset by decreased expenditures on trade
show  presence and promotional items directed to the travel industry.  We expect
that  our  advertising  expenses  will  increase  in the future, as we intend to
expand  our  advertising efforts to attract more customers.  Our ability to fund
advertising  costs will depend on our operating revenues and capital raised from
other  sources.

OTHER  EXPENSES

     During  the  nine  months  ended  September  30, 2002, we incurred interest
expenses  of  approximately  $271,000  to  reflect  accrued  interest,  deferred
financing  costs  and  the  beneficial conversion feature in connection with our
private  placement  sale  of  convertible  debentures in the aggregate principal
amount  of  $650,000.  The interest expense results from accrued interest during
the  first  three  quarters on these debentures (approximately $8,000), deferred
financing  costs  (approximately  $67,000)  and  the  beneficial  conversion
(approximately  $50,000)  associated with the convertible debentures sold in our
private placement offering during the first three quarters of 2002.  Because the
first  of  these convertible debentures were issued on March 27, 2002, there was
only  a negligible amount of related expenses recognized in the first quarter of
2002.  There  were  no  comparable  expenses  recorded for the nine months ended
September  30,  2001  because  the  Company  did  not  engage  in any comparable
transactions  during  that  period.

                                                                               4
<PAGE>
INCOME  TAXES

     We recorded no provision for foreign, federal or state income taxes for the
first  three  quarters of 2001.  The Company accounts for income taxes using the
liability  method,  which  requires the determination of deferred tax assets and
liabilities  based  on  the  differences  between the financial and tax bases of
assets  and  liabilities using enacted tax rates in effect for the year in which
differences  are  expected  to  reverse.  Deferred  tax assets are adjusted by a
valuation  allowance,  if, based on the weight of available evidence, it is more
likely  than not that some portion or all of the deferred tax assets will not be
realized.  The  Company  has  recorded  a  deferred  tax  asset in the amount of
approximately  $160,000 as of September 30, 2002 and due to recurring losses has
recorded  a  valuation  allowance  of  the  whole  amount.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Since  inception  through  September  30,  2002,  we  have  operated with a
cumulative  loss  of  approximately  $710,000,  and  we  may  continue  to incur
operating  losses  in  the  future,  dependent  upon  the  degree  of commercial
acceptance  of our services.  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.  Since our inception through
September  30,  2002, we have received aggregate gross proceeds from the sale of
equity  securities  of  $750,000,  a capital contribution in connection with the
Isralink transaction valued at $21,500, and an interest-free line of credit from
our  principal  stockholder  in  the amount of $150,000.  The line of credit was
paid  in  full  during  the  first  quarter  of  2002  and  has  now  expired.

     During  the  first  quarter  of  2002, we raised gross proceeds of $315,000
(approximately $274,000 net of commissions to our placement agent) from the sale
on March 27, 2002 of convertible debentures.  During the second quarter of 2002,
we  raised gross proceeds of $335,000 (approximately $291,000 net of commissions
to  our  placement  agent),  from  the sale on April 30 2002 ($285,000 principal
amount)  and  May  7, 2002 ($50,000 principal amount) of convertible debentures.
All  of  these  convertible debentures were sold pursuant to a private placement
offering we made to accredited investors.  After closing the May 7, 2002 sale of
these  convertible  debentures,  we  terminated that private placement offering.
The  convertible  debentures are convertible into shares of the Company's common
stock.  The  debentures  are  convertible  at a conversion rate which equals the
lesser  of  (i)  200% of the closing bid price per share of the Company's common
stock  on the date of sale of the debentures, and (ii) 70% of the lowest closing
bid  price  per  share  of  our common stock for the 20 trading days immediately
preceding  the  date  of  conversion.  If  the  convertible  debentures  are not
converted  by the debenture holders before the second anniversary of the date of
issuance, then they will be automatically converted into shares of common stock,

_________________________________
 1 UniverCell was organized as an Illinois corporation on March 22, 1999, and is
the  successor  to  Isralink  Communications,  Inc.  ("Isralink"),  an  Illinois
corporation, which was founded by UniverCell's founder, Sean Fulda, and of which
Mr.  Fulda was also the sole stockholder.  Isralink provided mobile phone rental
services  to  U.S.  travelers  to  Israel.  Mr.  Fulda  endeavored to expand the
overseas mobile phone rental business geographically beyond Israel, and opted to
use  UniverCell  as  the vehicle for doing so.  On December 31, 1999, UniverCell
issued  shares  of  its  common  stock  to  Sean  Fulda, the sole stockholder of
Isralink,  in  exchange  for  Isralink's  transfer  to  UniverCell of Isralink's
accounts  receivable,  cellular  telephones and certain liabilities.  UniverCell
also  assumed  Isralink's  cellular  service  contract  with an Israeli cellular
service  provider.  The  shares  issued  to  Mr.  Fulda in that transaction were
exchanged  for  27,390,000  shares at the Company's common stock in the exchange
transaction  which we completed in December 2001.  This transaction was recorded
as  a  transfer  and  exchange of entities under common control, and accordingly
there  was  no step-up in basis of assets acquired or liabilities assumed by the
Company.  Isralink  then  ceased  operations  and  was  dissolved.
                                                                               5
<PAGE>

on  the basis of the foregoing formula on that anniversary date.  The debentures
bear  interest  at  the  rate of 6% per annum.  The debentures were purchased by
individual  purchasers,  none  of  whom  was  an  affiliate  of  the  Company.

     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  2002.  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.

     Our  plan  is  to  grow  during  2002  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  also are 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.

     As  of  December  31,  2001,  the  Company's cash on hand was approximately
$91,000,  whereas  we had cash on hand of approximately $172,000 as of September
30,  2002.  This increase in cash on hand over December 31, 2001 was largely due
to  the  proceeds of our private placement sale of an aggregate principal amount
of  $650,000  of  convertible  debentures,  which  we made in separate closings.
These  closings  occurred  on  March  27,  2002, when we sold $315,000 principal
amount  (with gross proceeds of approximately $274,000 net of commissions to our
placement  agent),  April 30, 2002, when we sold $285,000 principal amount (with
gross  proceeds  of  approximately  $248,000 net of commissions to our placement
agent)  and  May  7,  2002,  when  we  sold $50,000 principal amount (with gross
proceeds  of  approximately  $44,000 net of commissions to our placement agent).
Additionally, we had restricted cash balances of $35,000 as of December 31, 2001
in connection with a standby letter of credit which we caused a bank to issue to
a  vendor,  but  in February 2002, that letter of credit was reduced to $10,000,
with  the  vendor's consent, and $25,000 was returned to us by the issuing bank.
The  reason  our cash on hand decreased by approximately $152,000 from March 31,
2002 to September 30, 2002 is principally because we incurred increased expenses
for  salaries  for  new  employees  and  expansion  of  our capacity, as well as
continuing  professional fees we paid during this period, offset by the proceeds
of  the  April  30,  2002  and  May 7, 2002 sales of our convertible debentures.

     For  the  nine  months  ended  September  30, 2002 the net cash used in our
operating  activities  was  approximately  $493,000 an increase of approximately
$466,000 over net cash used in operating activities of approximately $27,000 for
the  nine  months ended September 30, 2001.  This increase is largely the result
of  greater  net  losses  during  the  nine  months  ended  September  30,  2002
(approximately  $652,000) as compared to net income during the nine months ended
September  30,  2001  (approximately $123,000), the interest expense recorded in
connection  with the amortization of deferred financing costs resulting from the
fair  value  of the warrants we issued to our placement agent in connection with
our  private  placement sale of convertible debentures for the nine months ended
September  30  ,  2002  (approximately  $270,000).

     During  the  remainder of 2002, the Company plans to significantly increase
the  scale  of  its  rental  activity (as compared to prior periods) and also to
                                                                               6
<PAGE>

acquire  additional  businesses.  These activities could result in our consuming
cash  at  a  greater  rate  than  that  at  which  we  have  previously done so.

CAPITAL  TRANSACTIONS  DURING  NINE  MONTHS  ENDED  SEPTEMBER  30,  2002

STOCK  ISSUANCE

     During  2001,  we  engaged certain consultants and professional advisors to
assist  us  in  the  preparation of our business plan.  In March 2002, we issued
925,000  shares  of  our  common  stock to pay certain consulting and other fees
incurred  in  this  connection, which were valued at $231,250, in the aggregate.
The  shares  issued  were  valued  at  $0.25  per  share.

SALE  OF  CONVERTIBLE  DEBENTURES  AND  ISSUANCE  AND  EXERCISE  OF  WARRANTS

     During  the  nine  months ended September 30, 2002, we engaged in a private
placement  offering  of  convertible  debentures (convertible into shares of the
Company's  common  stock) to certain accredited investors.  We sold an aggregate
principal  amount  of  $650,000 of these debentures, $315,000 on March 27, 2002,
$285,000  on April 30, 2002 and $50,000 on May 7, 2002.  After the sale of these
convertible  debentures  that  closed on May 7, 2002, we terminated this private
placement  offering.  These  convertible  debentures are convertible into common
stock  at  the  lesser  of  (i)  200%  of the closing bid price per share of the
Company's  common  stock  on the date of sale of the debentures, and (ii) 70% of
the  lowest  closing  bid price per share of our common stock for the 20 trading
days  immediately  preceding  the date of conversion.  If the debentures are not
converted  by  their second anniversary by the debenture holders, then they will
be  automatically  converted  into  shares  of common stock, on the basis of the
foregoing  formula.  The  debentures  bear interest at the rate of 6% per annum.
The  Company  also  entered into a registration rights agreement, which requires
the  Company  to register for resale, all securities issuable upon conversion of
the debentures.  The debentures were purchased by individual purchasers, each of
which  were  accredited  investors  and  none  of  which  were affiliates of the
Company.

     In  connection  with  the  sale  of  these  convertible debentures, we paid
commissions  in  cash  to  our placement agent of 13% of the principal amount of
debentures  sold  ($84,500).  As additional compensation to our placement agent,
we  also  issued  warrants  to  purchase up to 1,300,000 shares of the Company's
common  stock.  These  warrants were issued to the placement agent (Hornblower &
Weeks,  Inc.)  and  certain of its employees, designated by the placement agent.
The  warrants  have  a term of two years from issuance date and have an exercise
price  that  is equal to 105% multiplied by the lower of (i) 200% of the closing
bid  price  per share on the closing date and (ii) 70% of the lowest closing bid
price  per share of the Company is common stock for the twenty (20) trading days
immediately  preceding  the date of conversion.  The Company also entered into a
registration  rights  agreement,  which  requires  the  Company  to register for
resale,  all  securities  issuable  upon  exercise  of  the  warrants.

     On August 22, 2002, all four of the warrant holders elected to exercise all
of  their  warrants,  and  no more warrants are outstanding.  All of the warrant
holders  elected to use the "cashless exercise" option provided by the warrants'
terms.  This  cashless  exercise  option  allows  the  warrant holder to receive
shares  of  common stock without paying cash for the exercise price.  Under this
provision,  instead  of  receiving  the full number of shares represented by the
warrant,  the  warrant  holder pays the exercise price in the form of stock, and
receives  fewer  shares  than  if the holder paid cash.  As a result, we did not
receive  any  cash  payment  of  the  exercise  price.

                                                                               7
<PAGE>
     The  warrants'  cashless  exercise  provision  determines the net number of
shares  issued  by  applying  the  following  formula:

Net  Number  =  (A  x  B)  -  (A  x  C)
                -----------------------
                            B

     Where:    A  =  total  number  of  shares  warrant  is  exercised  for
               B  =  closing  bid  price  of  common  stock  on date of exercise
               C  =  warrant  exercise  price  on  date  of  exercise

     The  holders  of  all warrants (representing a total of 1,300,000 shares of
common  stock)  exercised  all  their  warrants on August 22, 2002 as a cashless
exercise.  On  this  date,  the closing bid price of the common stock was $0.06,
and  the  warrant exercise price was $0.0330735.  As a result, we issued 583,408
shares  of common stock as of August 22, 2002 in connection with these warrants,
and  no  warrants  remain  outstanding.

     UniverCell  Holdings  issued  the  warrants and underlying shares of common
stock  under  the  exemptions  from registration provided by Section 4(2) of the
Securities  Act  and  Rule  506  under  the Securities Act.  Each securityholder
represented  in  writing  that  it  was  an accredited investor and acquired the
securities  for  its  own  account.

RECENT  ACCOUNTING  PRONOUNCEMENTS

     In  July  2001,  the FASB issued SFAS No. 141, Business Combinations.  SFAS
No.  141  requires all business combinations initiated after June 30, 2001 to be
accounted  for  using  the purchase method.  This statement is effective for all
business  combinations  initiated  after  June  30,  2001.

     In  July  2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible
Assets.  This statement applies to goodwill and intangible assets acquired after
June  30,  2001,  as well as goodwill and intangible assets previously acquired.
Under  this  statement,  goodwill  as  well  as  certain other intangible assets
determined  to have an infinite life will no longer be amortized; instead, these
assets  will  be reviewed for impairment on a periodic basis.  This statement is
effective  for  the  first  quarter in the fiscal year ended December 2002.  The
adoption  of  this new accounting standard did not have a material impact on our
financial  statements.

     In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or  Disposal of Long-Lived Assets, which supercedes SFAS No. 121, Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.
SFAS No. 144 further refines the requirements of SFAS No. 121 that companies (i)
recognize  an  impairment loss only if the carrying amount of a long-lived asset
is  not recoverable based on its undiscounted future cash flows and (ii) measure
an  impairment  loss  as the difference between the carrying amount and the fair
value  of  the asset.  In addition, SFAS No. 144 provides guidance on accounting
and  disclosure  issues surrounding long-lived assets to be disposed of by sale.
The  adoption  of this new accounting standard did not have a material impact on
the  financial  statements.

     On  April  30,  2002,  the  FASB  issued  SFAS No. 145, "Rescission of FASB
Statements  No.  4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections". SFAS No. 145 eliminates the requirement that gains and losses from
the  extinguishment  of  debt  be  aggregated and, if material, classified as an
extraordinary  item,  net  of  the  related  income tax effect and eliminates an

                                                                               8
<PAGE>
inconsistency between the accounting for sale-leaseback transactions and certain
lease  modifications  that  have  economic  effects  that  are  similar  to
sale-leaseback  transactions.  Generally,  SFAS  No.  145  is  effective  for
transactions  occurring  after  May  15,  2002. The adoption of this standard is
expected  to  have  no  impact  to  the  Company.

     SFAS  No.  146,  "Accounting  for  Costs  Associated  with Exit or Disposal
Activities",  provides  guidance  on  the  recognition  and  measurement  of
liabilities  for  cost  associated  with  exit  or  disposal  activities.  The
provisions  of this statement are effective for exit or disposal activities that
are  initiated after December 31, 2002.  The Company is currently reviewing SFAS
No.  146  to  determine  the  impact  upon  adoption.

ITEM  3  -  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

        Not  applicable

ITEM  4  -  CONTROLS  AND  PROCEDURES

Our chief  executive  officer and chief  financial  officer have  supervised and
participated in an evaluation of the  effectiveness  of our disclosure  controls
and  procedures  as of a date  within 90 days of the date of this  report,  and,
based on their  evaluations,  they  believe  that our  disclosure  controls  and
procedures (as defined in Rule 13a-14(c) of the Securities Exchange Act of 1934,
as amended) are designed to ensure that information  required to be disclosed by
us in the reports  that we file or submit under the  Securities  Exchange Act of
1934 is recorded,  processed,  summarized and reported,  within the time periods
specified in the  Commission's  rules and forms.  As a result of the evaluation,
there were no significant  changes in our internal  controls or in other factors
that could  significantly  affect these controls subsequent to the date of their
evaluation.

                                                                               9
<PAGE>

PART  II     OTHER  INFORMATION

ITEM  2     CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

(c)     On March 6, 2002, we issued a total of 925,000 shares of common stock to
certain  consultants and professional advisors who had provided us with services
in  connection  with  the  preparation  of  a business plan and the provision of
certain  other  services.  These services were performed between October 1, 2001
and  December 31, 2001.  The total value of these services was $231,250, and the
shares  were  issued  at  a  price  of  $.25  per share.  We issued and sold our
securities  to  these  consultants in reliance upon exemptions from registration
under  the Securities act of 1933, as amended, set forth in Section 4(2) thereof
or  Regulation  D  thereunder.  Each  of  the  securityholders  agreed  that the
securities  would not be resold without registration under the Securities Act or
exemption  therefrom.  Each  securityholder  also  represented  its intention to
acquire  the  securities  for  investment  only,  and  not  with  a  view to the
distribution  thereof.  We affixed appropriate legends to the stock certificates
issued  in  such  transactions.  Prior  to  making  any  offer  or  sale, we had
reasonable  grounds to believe and believed that each securityholder was capable
of  evaluating  the  merits and risks of the investment and was able to bear the
economic  risk  of  the  investment.

     Beginning in March 2002, the Company commenced a private placement offering
of  convertible  debentures  due  2004.  The  Company  sought  to sell a minimum
principal  amount of $500,000 of these debentures and a maximum principal amount
of  $1,000,000.  The  debentures  were  offered  under  a  securities  purchase
agreement,  pursuant to which the purchases and sales of the debentures occur at
one  or more closings, the first of which occurs when buyers have deposited with
the  escrow  agent  a  minimum  of  $250,000.

     The  convertible  debentures bear interest at the rate of 6% per annum, and
mature  on  the  second  anniversary  of the closing date, unless converted into
common stock of the Company at the holder's option.  The conversion rate will be
based  on  the  lesser  of  (i)  200%  of the closing bid price per share of the
Company's  common  stock on the closing date, and (ii) 70% of the lowest closing
bid  price  per  share of the Company's common stock for the twenty (20) trading
days  immediately  preceding  the  date  of  conversion.

     In  connection with the sale of the convertible debentures pursuant to this
private placement, the Company entered into a registration rights agreement that
requires  the  Company  to  register  for  resale  all  securities  issued  upon
conversion  of  the  convertible  debentures.

     On March 27, 2002, gross proceeds of $315,000 were raised and released from
escrow  to  the  Company.  The  purchasers  of debentures at this closing are as
follows:

<TABLE>
<CAPTION>



Name of Purchaser               Principal Amount
------------------------------  -----------------
<S>                             <C>
Scott J. and Robin L. Hughes    $          20,000
Ronald S. Sheldon Living Trust             25,000
Stephen Vedo                               50,000
Crusoe Capital                             20,000
Paul Dowden                               100,000
Michael A. Siese                          100,000
                                -----------------

     TOTAL 3/27/02 CLOSING:     $         315,000
                                =================
</TABLE>
                                       10
<PAGE>

     On April 30, 2002, gross proceeds of $285,000 were raised and released from
escrow  to  the  Company.  The  purchasers  of debentures at this closing are as
follows:

<TABLE>
<CAPTION>



Name of Purchaser                   Principal Amount
----------------------------------  -----------------
<S>                                 <C>
Clifton H. Kees and Jane I. Kees
Trustees for Kees Family
Living Trust                        $          30,000
Peter Card                                     20,000
George E. Anderson                             10,000
Neil Jones                                     20,000
Robert Duch                                    20,000
Daniel Grillo                                  50,000
Lance Adams                                    20,000
Bonney Goldstein Irrevocable Trust             15,000
Terry L. and Carol S. Conner                   25,000
Charles Xue                                    50,000
Joseph L. Maggini                              25,000
                                    -----------------

     TOTAL 4/30/02 CLOSING:         $         285,000
                                    =================
</TABLE>

     On  May  7,  2002,  gross proceeds of $50,000 were raised and released from
escrow  to  the  Company.  The  purchasers  of debentures at this closing are as
follows:

<TABLE>
<CAPTION>



Name of Purchaser                  Principal Amount
---------------------------------  -----------------
<S>                                <C>
J. Michael Moyer                   $          25,000
Troy Otillio and Jennifer Otillio
Ttees for the Troy and Jennifer
Otillio Living Revocable Trust
Dtd:  11/5/96                                 25,000
                                   -----------------

     TOTAL 5/7/02 CLOSING:         $          50,000
                                   =================
</TABLE>



     The  Company issued these securities under the exemptions from registration
provided  by  4(2)  of  the  Securities  Act  and Rule 506 promulgated under the
Securities  Act.  Neither we nor any person acting on our behalf offered or sold
the  securities  by  means  of  any  form  of  general  solicitation  or general
advertising.  Each  purchaser  represented  in writing that it was an accredited
investor  and  that  it  acquired  the  securities  for  its  own  account.


     The  Company  utilized  the  services  of  Hornblower  & Weeks, Inc. as its
placement  agent  for this private placement offering of convertible debentures.
Pursuant  to  our agreement with the placement agent, at each closing, we are to
pay  Hornblower & Weeks cash compensation equal to thirteen percent (13%) of the
gross  proceeds  from  sale  of the debentures.  Furthermore, we are required to
issue  warrants  to persons that the placement agent shall designate to purchase
the  Company's  common  stock  on  the  following  basis:  for  every  $1,000 of
debentures  sold  by  the  Company, the Company is required to issue warrants to
purchase 2,000 shares of the Company's common stock.  The warrants are to have a
term of two years from issuance date and have an exercise price that is equal to
105%  multiplied  by the lower of (i) 200% of the closing bid price per share on
the  closing  date and (ii) 70% of the lowest closing bid price per share of the
                                       11
<PAGE>
Company  is  common stock for the twenty (20) trading days immediately preceding
the  date  of  conversion.  The  Company also entered into a registration rights
agreement,  which  requires  the  Company to register for resale, all securities
issuable  upon  exercise  of  the  warrants.

     Pursuant  to  our  agreement with Hornblower & Weeks, we issued warrants to
the following persons, who were designated to receive the warrants by Hornblower
&  Weeks:

<TABLE>
<CAPTION>



March 27, 2002 Issuance of Warrants:
Warrant Holder                        Number of Warrants
------------------------------------  ------------------
<S>                                   <C>
Jason Goldstein                                  337,500
Edward X. Sosa                                   135,000
Hornblower & Weeks, Inc.                         157,500
                                      -

     TOTAL                                       630,000
                                      ==================
</TABLE>


<TABLE>
<CAPTION>



April 30, 2002 Issuance of Warrants:
Warrant Holder                        Number of Warrants
------------------------------------  ------------------
<S>                                   <C>
Jason Goldstein                                  385,000
Edward X. Sosa                                    42,500
Hornblower & Weeks, Inc.                         142,500
                                      -

     TOTAL                                       570,000
                                      ==================
</TABLE>


<TABLE>
<CAPTION>



May 7, 2002 Issuance of Warrants:
Warrant Holder                     Number of Warrants
---------------------------------  ------------------
<S>                                <C>
Jason Goldstein                                62,500
Tony Cedor                                     12,500
Hornblower & Weeks, Inc.                       25,000
                                   -

TOTAL                                         100,000
                                   ==================
</TABLE>



     The  warrants  include  a  cashless exercise option to the warrant holders,
which  allows the holder to receive a lesser number of shares of common stock in
lieu  of  paying  the  exercise price in cash, which number will be based on the
product of the total number of shares as to which the warrant is being exercised
multiplied by the closing bid price of the common stock on the date of exercise,
less  the product of the total number of shares as to which the warrant is being
exercised  multiplied by then-current exercise price, divided by the closing bid
price  of  the  common  stock  on  the  date  of  exercise.

     UniverCell  Holdings  issued  these  warrants  under  the  exemptions  from
registration  provided  by Section 4(2) of the Securities Act and Rule 506 under
the  Securities  Act.  Each warrant holder represented in writing that it was an
accredited investor and that it had acquired the securities for its own account.

     On August 22, 2002, all four of the warrant holders elected to exercise all
of  their  warrants,  and  no more warrants are outstanding.  All of the warrant
holders  elected to use the "cashless exercise" option provided by the warrants'
terms.  This  cashless  exercise  option  allows  the  warrant holder to receive
                                       12
<PAGE>
shares  of  common stock without paying cash for the exercise price.  Under this
provision,  instead  of  receiving  the full number of shares represented by the
warrant,  the  warrant  holder pays the exercise price in the form of stock, and
receives  fewer  shares  than  if the holder paid cash.  As a result, we did not
receive  any  cash  payment  of  the  exercise  price.

     The  warrants'  cashless  exercise  provision  determines the net number of
shares  issued  by  applying  the  following  formula:

Net  Number  =  (A  x  B)  -  (A  x  C)
                ------
                            B

     Where:    A  =  total  number  of  shares  warrant  is  exercised  for
               B  =  closing  bid  price  of  common  stock  on date of exercise
               C  =  warrant  exercise  price  on  date  of  exercise

     The  holders  of  all warrants (representing a total of 1,300,000 shares of
common  stock)  exercised  all  their  warrants on August 22, 2002 as a cashless
exercise.  On  this  date,  the closing bid price of the common stock was $0.06,
and  the  warrant exercise price was $0.0330735.  As a result, we issued 583,408
shares  of common stock as of August 22, 2002 in connection with these warrants,
and  no  warrants  remain  outstanding.

     UniverCell  Holdings  issued  the  warrants and underlying shares of common
stock  under  the  exemptions  from registration provided by Section 4(2) of the
Securities  Act  and  Rule  506  under  the Securities Act.  Each securityholder
represented  in  writing  that  it  was  an accredited investor and acquired the
securities  for  its  own  account.

ITEM  4     OTHER

     BOARD  OF  DIRECTORS.

     Sean  Y.  Fulda  founded our business.  From the completion of the December
14,  2001  exchange transaction that implemented our current corporate structure
until June 15, 2002, Mr. Fulda was our sole executive officer and sole director.
Effective  June  15,  2002, two additional directors joined our board:  David M.
Friedman  and  Michael  D.  Fulda.  David M. Friedman is the holder of 1,750,000
shares  of common stock (approximately 4.12% of the currently-outstanding shares
of  common stock).  Michael D. Fulda is Sean Y. Fulda's father, and owns 660,000
shares of common stock in his own name, and, together with an additional 660,000
shares  of  common  stock registered to his wife, Rivka Fulda, beneficially owns
1,320,000  shares  of  common  stock  (approximately  3.3%  of  the
currently-outstanding  shares  of  common  stock).

     CHANGE  OF  ADDRESS.

     In  August  2002,  the Company relocated to leased premises located at 1777
Reisterstown  Road,  Suite  295,  Baltimore,  MD  21208.
                                       13
<PAGE>

ITEM  5     EXHIBITS  AND  REPORTS  ON  FORM  8-K

     The  following  documents  are  filed  as  part  of  this  Report:
(a)  Exhibit  99.1  Certification of Chief Executive Officer and Chief Financial
     Officer  Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
     906  of  the  Sarbanes-Oxley  Act  of  2002

(b)  Reports  on  Form  8-K

     None filed  during  reporting  period.
                                       14
<PAGE>
                                   SIGNATURES

     In  accordance  with  Section 13 or 15(d) of the Securities Exchange Act of
1934,  the  registrant  has caused this report to be signed on its behalf by the
undersigned,  thereunto  duly  authorized.


                              UNIVERCELL  HOLDINGS,  INC.




Date:  November  19,  2002          By:  /s/  Sean  Y.  Fulda
                                         ------------------------
                                             Sean  Y.  Fulda
                                             Chief Executive Officer, President
                                             Principal Financial Officer and
                                             Chairman of the Board of Directors

                                  CERTIFICATION
I,  Sean  Fulda,  the  President,  Chief  Executive  Officer and Chief Financial
Officer  of  Univercell  Holdings,  Inc.,  certify  that:
1.  I have reviewed this Quarterly Report on Form 10-QSB of Univercell Holdings,
Inc.  for  the  period  ended  September  30,  2002  (this  "Quarterly Report");

2.  Based  on  my  knowledge,  this Quarterly Report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not misleading with respect to the period covered by this Quarterly
Report;  and

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this Quarterly Report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this Quarterly Report;

4.  I  am  responsible  for establishing and maintaining disclosure controls and
procedures  (as  defined  in  Exchange  Act  Rules  13a-14  and  15d-14) for the
registrant  and  have:

(a)  designed  such  disclosure  controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  me by others within those entities, particularly during the
period  in  which  this  Quarterly  Report  is  being  prepared;

(b)  evaluated  the  effectiveness  of  the registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
Quarterly  Report  (the  "Evaluation  Date");  and

(c) presented in this Quarterly Report my conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on  my  evaluation  as of the
Evaluation  Date;

5.  I  have  disclosed,  based on my most recent evaluation, to the registrant's
auditors  and the audit committee of registrant's board of directors (or persons
performing  the  equivalent  functions):
                                       15
<PAGE>

(a) all significant deficiencies in the design or operation of internal controls
which  could  adversely  affect  the  registrant's  ability  to record, process,
summarize  and  report  financial  data and have identified for the registrant's
auditors  any  material  weaknesses  in  internal  controls;  and

(b)  any  fraud,  whether  or  not  material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and
6.  I  have  indicated  in  this Quarterly Report whether there were significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of my most recent evaluation, including
any  corrective  actions  with  regard  to significant deficiencies and material
weaknesses.

Date:  November  19,  2002
                                      /s/  Sean  Fulda
                                      ----------------
                                           Sean  Fulda

                                       16
<PAGE>
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In  connection  with the Quarterly Report of Univercell Holdings, Inc. (the
"Company")  on Form 10-QSB for the period ended September 30, 2002 as filed with
the  Securities  and Exchange Commission on the date hereof (the "Report"), Sean
Y.  Fulda,  Chief  Executive  Officer  and President and the Principal Financial
Officer  of  the  Company,  certifies,  pursuant to 18 U.S.C.   1350, as adopted
pursuant  to   906  of  the Sarbanes-Oxley Act of 2002, that the undersigned has
reviewed  the  Report  and  to  the  knowledge  of  the  undersigned:

          (1)  The  Report fully complies with the requirements of section 13(a)
or  15(d)  of  the  Securities  Exchange  Act  of  1934;  and

          (2)  The  information  contained in the Report fairly presents, in all
material  respects,  the  financial  condition  and  result of operations of the
Company.

                                                    /s/  Sean  Y.  Fulda

                                                    Sean  Y.  Fulda
                                                    Chief Executive Officer and
                                                    Principal Financial Officer
                                                    November  19,  2002



                                       17
<PAGE>