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

                                   FORM 10-QSB

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

                      For the quarter ended March 31, 2003

                                       or

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

         For the transition period from ____________ to ________________

                        Commission file number 001-11624

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


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

                        1777 REISTERSTOWN ROAD, SUITE 295
                            BALTIMORE, MARYLAND 21208
                    (Address of principal executive offices)

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

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

         As of May 20, 2003, there were 52,952,380 shares of the issuer's common
stock, par value $0.0001 issued and outstanding.


<PAGE>




                            UNIVERCELL HOLDINGS, INC.
                 MARCH 31, 2003 QUARTERLY REPORT ON FORM 10-QSB
                                TABLE OF CONTENTS
                                                                    Page Number

                         PART I - FINANCIAL INFORMATION

Item 1.           Financial Statements ......................................  3
Item 2.           Management's Disucssion and Analysis of Financial Condition
                    and Results of Operations................................ 10
Item 3.           Controls and Procedures.................................... 12

                           PART II - OTHER INFORMATION

Item 1.           Legal Proceedings.......................................... 12
Item 2.           Changes in Securities and Use of Proceeds.................. 12
Item 3.           Defaults Upon Senior Securities............................ 12
Item 4.           Submission of Matters to a Vote of Security Holders........ 12
Item 5.           Other Information.......................................... 13
Item 6.           Exhibits and Reports on Form 8-K........................... 13

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

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

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

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

                                       2

<PAGE>


PART I   FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

 Consolidated Balance Sheets as of March 31, 2003 and December 31, 2002.....  4
 Consolidated Statements of Operations for the three months ended
    March 31, 2003 and 2002 ................................................  6
 Consolidated Statements of Cash Flows for the three months ended
    March 31, 2003 and 2002 ................................................  7
 Notes to Consolidated Financial Statements.................................  9

                                       3

<PAGE>

                           UNIVERCELL HOLDINGS, INC.
                           Consolidated Balance Sheets
<TABLE>
<CAPTION>
                                     ASSETS
                                                             March 31,  December 31,
                                                               2003       2002
                                                           -----------  --------
                                                           (Unaudited)
<S>                                                         <C>         <C>
Current Assets
  Cash                                                      $131,117    $ 79,668
  Restricted Cash                                             10,070      10,070
  Accounts Receivables(Net of Allowance of $293,923)         269,775     380,797
  Prepaid Expenses                                            62,500      62,500
                                                            --------    --------
    Total Current Assets                                     473,462     533,035
                                                            --------    --------
Property & Equipment (Net)                                    67,504      59,791
                                                            --------    --------
Other Assets
Deferred Financing Costs                                     123,780     123,780
Deferred Beneficial Conversion Costs                         242,000     242,000
Deposits                                                       8,656       8,656
                                                            --------    --------

    Total Other Assets                                       374,436     374,436
                                                            --------    --------

    Total Assets                                            $915,402    $967,262
                                                            ========    ========

</TABLE>


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

                                       4
<PAGE>


                            UNIVERCELL HOLDINGS, INC.
                           Consolidated Balance Sheets

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                    March 31,  December 31,
                                                                      2003         2002
                                                                  ------------   ----------
<S>                                                               <C>           <C>
Current Liabilities                                               (Unaudited)

  Accounts Payable                                                $   490,389    $   423,345
  Accrued Expenses                                                     60,786         90,795
  Current Portion of Lease Obligations                                 13,969         13,969
                                                                  -----------    -----------
    Total Current Liabilities                                         565,144        528,109
Long-Term Debt
  Convertible Debentures                                              482,477        650,000
  Obligations under Capital Lease                                      33,853         33,853
  Current Portion of Lease Obligations                                (13,969)       (13,969)
                                                                  -----------    -----------
    Total Long Term Debt                                              502,361        669,884
    Total Liabilities                                               1,067,505      1,197,993
Stockholders' Equity
  Common Stock, Authorized 50,000,000 Shares, $.0001 Par Value,
    Issued and Outstanding 39,900,504 shares                            5,220          3,990
  Additional Paid in Capital                                          630,608        464,315
  Retained Earnings (Deficit)                                        (787,931)      (699,036)
                                                                  -----------    -----------
Total Stockholders' Equity                                           (152,103)      (230,731)
                                                                  -----------    -----------
    Total Liabilities and Stockholders' Equity                    $   915,402    $   967,262
                                                                  ===========    ===========
</TABLE>



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


                                       5
<PAGE>




                            UNIVERCELL HOLDINGS, INC.
                      Consolidated Statements of Operations

                                   (Unaudited)

<TABLE>
<CAPTION>

                                       For the three months Ended
                                                March 31,
                                       -----------------------------
                                           2003            2002
                                       -------------   -------------
<S>                                    <C>             <C>
  Revenues                                 169,332         101,867
Cost of Sales                              123,852          67,410
                                      ------------    ------------
Gross Profit (Loss)                         45,480          34,457
Operating Expenses
  Bad Debt expense                            --              --
  General & Administrative                 127,171          94,698
                                      ------------    ------------
    Total Operating Expenses               127,171          94,698
                                      ------------    ------------
Net Operating Income (Loss)                (81,691)        (60,241)
                                      ------------    ------------
Other Income(Expense)
  Interest Income                              107            --
  Interest Expense                          (7,311)       (181,701)
  Other Income (Expense)                      --              --
                                      ------------    ------------
    Total Other Income(Expense)             (7,204)       (181,701)
                                      ------------    ------------
Net Income (Loss)                     $    (88,895)   $   (241,942)
                                      ============    ============
Net Income (Loss) Per Share           $      (0.00)   $      (0.01)
                                      ============    ============
Weighted Average Shares Outstanding     40,088,949      39,399,040
                                      ============    ============
</TABLE>


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

                                       6
<PAGE>


                            UNIVERCELL HOLDINGS, INC.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                For the three months ended
                                                                        March 31,
                                                                ---------------------------
                                                                     2003         2002
                                                                -------------- ------------
<S>                                                            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income (Loss)                                              $ (88,895)   $(241,942)
  Adjustments to Reconcile Net Loss to Net Cash
    Provided by Operations:
     Depreciation & Amortization                                      --          5,800
     Interest Expense - Defferred Financing Costs                     --
     Accrued Interest - Convertible Debenture                        7,311         --
     Interest Expense - Beneficial Conversion                         --        182,000
     Shares issued for Services                                       --           --
     Bad Debt Expense                                                 --           --
  Change in Assets and Liabilities
     (Increase) Decrease in Accounts Receivable                    111,023       24,026
     (Increase) Decrease in Other Current Assets                      --        (43,049)
     Increase (Decrease) in Deposits and Prepaids                     --           --
     Increase (Decrease) in Accounts Payable/ Accrued Expenses      29,723       18,648
                                                                 ---------    ---------
  Net Cash Provided(Used) by Operating Activities                   59,162      (54,517)
                                                                 ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Redemption of Certificate of Deposit                                --         25,000
  Purchases of Property and Equipment                               (7,713)        --
  Payment from Notes Receivable                                       --           --
                                                                 ---------    ---------
  Net Cash Provided (Used) by Investing Activities                  (7,713)      25,000
                                                                 ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash Paid for Deferred Financing Costs                              --           --
  Offering Costs                                                      --           --
  Proceeds from Stockholder Loan                                      --           --
  Payment of Stockholder Loan                                         --         (1,874)
  Proceeds from Convertible Debenture                                 --        274,050
  Principal Payments on Capital Leases                                --           --

  Net Cash Provided(Used) by Financing Activities                     --        272,176
                                                                 ---------    ---------
</TABLE>


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

                                        7


<PAGE>

                            UniverCell Holdings, Inc.

                Consolidated Statements of Cash Flows (Continued)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                   For the three months ended
                                                           March 31,
                                                  ---------------------------
<S>                                               <C>             <C>
                                                    2003              2002
                                                  --------         --------
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS     51,449          242,659
                                                  --------         --------
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD         79,668           90,560
                                                  --------         --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD        $131,117         $333,219
                                                  ========         ========
Cash Paid For:
  Interest                                        $  7,311         $   --
                                                  ========         ========
  Income Taxes                                    $   --           $   --
                                                  ========         ========
Non-Cash Activities:
Shares issued for Services                        $   --           $   --
Shares issued for Debenture conversion             167,523             --
Cancellation of shares for consulting fees            --             83,423
                                                  ========         ========
</TABLE>



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

                                        8


<PAGE>





                   UNIVERCELL HOLDINGS, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                                 March 31, 2003

GENERAL
-------

UniverCell Holdings, Inc. and Subsidiaries (the Company) has elected to omit
substantially all footnotes to the financial statements for the three months
ended March 31, 2003 since there have been no material changes (other than
indicated in other footnotes) to the information previously reported by the
Company in their Annual Report filed on Form 10-KSB for the fiscal year ended
December 31, 2002.

UNAUDITED INFORMATION
---------------------

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


                                       9

<PAGE>


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

         THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION
WITH THE FINANCIAL STATEMENTS AND NOTES THERETO APPEARING ELSEWHERE IN THIS
QUARTERLY REPORT. CERTAIN STATEMENTS IN THIS QUARTERLY REPORT, WHICH ARE NOT
STATEMENTS OF HISTORICAL FACT, ARE FORWARD-LOOKING STATEMENTS. SEE "CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS" ON PAGE 2.

GENERAL

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

         The following narrative discussion should be read in conjunction with
our unaudited consolidated financial statements and the notes thereto for the
three months ended March 31, 2003 and March 31, 2002.

RESULTS OF OPERATIONS

         NET SALES

         Net sales for the three months ended March 31, 2003 were approximately
$169,000, an increase of approximately $67,000, or 66%, over net sales of
approximately $102,000 the three months ended March 31, 2002. This increase was
primarily due to an increase in the number of our customers who rented cell
phones in the first quarter of 2003 compared to 2002. The principal reason for
the increase is that we increased our advertising and marketing to individuals
who were about to travel overseas and the access to Avis customers.

         COST OF SALES

         Cost of sales for the three months ended March 31, 2003 was
approximately $124,000, an increase of approximately $57,000, or 85%, from
approximately $67,000 for the three months ended March 31, 2002. This increase
in costs of sales was primarily due to the increased volume of air time that we
resold to our customers.

         GROSS PROFIT

         Gross profit for the three months ended March 31, 2003 was
approximately $45,000, an increase of approximately $11,000, or 32%, from
approximately $34,000 of gross profit for the three months ended March 31, 2002.
We believe that the volume of gross profit is sufficiently small that the
increase in percentage is not indicative of any particular trend.

         OPERATING EXPENSES

         Operating expenses for the three months ended March 31, 2003 were
approximately $127,000, an increase of approximately $32,000, or 34%, over
operating expenses of approximately $95,000 during the three months ended March
31, 2002. The largest components of this increase in operating expenses were
costs directly related to the increase in revenues.

                                       10

<PAGE>

         INTEREST EXPENSE, NET

         For the three months ended March 31, 2003 our interest expense
decreased to approximately $7,000 from approximately $182,000 for the three
months ended March 31, 2002. Interest expense in the first quarter of 2002
includes approximately $89,000 of accrued interest and deferred financing costs
in connection with the convertible debentures issued in 2002 and $121,000 charge
for the beneficial conversion features of the convertible debentures.

         INCOME TAXES

         We recorded no provision for foreign, federal or state income taxes for
the first quarter of either 2003 or 2002.

LIQUIDITY AND CAPITAL RESOURCES

         Since inception through March 31, 2003, we have operated with a
cumulative loss of approximately $788,000 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 convertible debentures and our operating income. Since our inception
through March 31, 2003, we have received:

     o    aggregate  gross  proceeds  from the  sale of  equity  securities  and
          convertible debt of $750,000 ($100,000 from the sale of equity in 2000
          and $650,000 from the sale of convertible  debentures during the first
          half of 2002);
     o    a capital  contribution  in connection  with the Isralink  transaction
          valued at $21,500; and
     o    an interest-free line of credit from our principal  stockholder in the
          amount of  $150,000  (this 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
private placement sale of convertible debentures on March 27, 2002. We continued
this offering into the second quarter of 2002, and we subsequently raised
additional gross proceeds of $335,000 (approximately $291,000 net of commissions
to our placement agent) from the sale of convertible debentures with the same
terms as those sold on March 27, 2002 in subsequent closings under the same
private placement offering. After closing on a total of $650,000 in principal
amount of convertible debentures, we terminated this offering.

         We anticipate that a combination of cash from operations and funds
raised in our private placement will be sufficient to fund our operations during
2003. 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 2003 through a combination of increases in
net sales by expanded marketing and advertising and negotiating agreements with
marketing partners who will provide us with lead referrals and other access to
customers in exchange for a share of revenues. In May 2002, we entered into an
agreement with Cendant Corporation to be the exclusive overseas mobile phone
rental referral partner of Avis Rent-A-Car. This referral program went into
effect in the beginning of August 2002. As part of our growth strategy, we may
also pursue strategic acquisitions of U.S.-based international mobile phone
rental companies from time-to-time, but we do not expect to consummate any
such acquisitions during 2003.

                                       11

<PAGE>


         For the three months ended March 31, 2003 the net cash provided from
our operating activities was approximately $59,000, compared to net cash used in
operating activities for the three months ended March 31, 2002 of approximately
$55,000. This shift to positive cash flow is largely the result of increased
revenues.

ITEM 3.  CONTROLS AND PROCEDURES.

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

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

PART II  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         During the first quarter of 2003, we issued 12,301,000 shares of common
stock upon conversion of $167,523 of the outstanding convertible debentures.

         We issued and sold the shares in reliance upon exemptions from
registration under the Securities Act set forth in Section 4(2) thereof or
Regulation D or Regulation S thereunder. Each purchaser represented that such
purchaser was an accredited investor or not a U.S. person, and each agreed that
the securities would not be resold without registration under the Securities Act
or exemption therefrom. Each purchaser also represented its intention to acquire
the securities for investment only, and not with a view to the distribution
thereof. Prior to making any offer or sale, we had reasonable grounds to believe
and believed that each purchaser was capable of evaluating the merits and risks
of the investment and were able to bear the economic risk of the investment.

         The resale of these shares and additional shares of common stock
issuable upon conversion of the convertible debentures were registered under the
Securities Act in 2002.

ITEM 3.  DEFAULTS IN SENIOR SECURITIES

         None.

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

         None.

                                       12

<PAGE>

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

<TABLE>
<CAPTION>
<S>              <C>
    NUMBER       DESCRIPTION
-----------      -----------------------------------------------------------------------------------------------
     99.1        Certification  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

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

</TABLE>

                                   SIGNATURES

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

                            UNIVERCELL HOLDINGS, INC.

Date: May 28, 2003          By: /S/ SEAN Y. FULDA
                                -----------------
                                 Sean Y. Fulda
                                 Chief Executive Officer and President
                                 (principal executive officer,
                                 principal financial officer and
                                 principal accounting officer)

                                  CERTIFICATION

I, Sean Y. Fulda, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of UniverCell Holdings,
Inc.;

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;

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. The registrant's other certifying officers and I are 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 us by others within

                                       13

<PAGE>


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 our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons performing the equivalent
functions);

         (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. The registrant's other certifying officers and 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 our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: May 28, 2003              By: /S/ SEAN Y. FULDA
                                    -----------------
                                        Sean Y. Fulda
                                        Chief Executive Officer
                                        and Chief Financial Officer


                                       14