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 June 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 AUGUST 14, 2002, THERE WERE
40,067,096 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 JUNE 30, 2002                                       F-1
  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (UNAUDITED) FOR THE THREE AND SIX MONTHS ENDED
    JUNE 30, 2002 AND 2001                                    F-3
  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 2002
    AND 2001                                                  F-4
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS        F-6
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS                   1

PART II OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES                                  8
ITEM 4.  OTHER INFORMATION                                     10
ITEM 5.  EXHIBITS AND REPORTS ON FORM 8-K                      11

SIGNATURES                                                     12

                                        i

<PAGE>
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)

                                                                   June 30, 2002
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
                                     ASSETS
                                     ------

CURRENT ASSETS
--------------
Cash and cash equivalents                                      $310,948
  Restricted cash balances                                       10,000
  Accounts receivable, less allowance for doubtful accounts
   Of $35,000                                                   397,140
  Other current assets                                          106,087
                                                             ----------


Total Current Assets                                                   $  824,175
                                                                       ----------


PROPERTY AND EQUIPMENT, Net                                                 8,101
-----------------------                                                ----------


OTHER ASSETS
-------------
  Security deposit                                                7,688
  Deferred financing costs                                      330,208
                                                             ----------


Total Other Assets                                                        337,896
                                                                       ----------


TOTAL ASSETS                                                           $1,170,172
                                                                       ==========
</TABLE>
      The accompanying notes are an integral part of these financial statements.


                                                                             F-1
<PAGE>
                                                       UNIVERCELL HOLDINGS, INC.

                                            CONDENSED CONSOLIDATED BALANCE SHEET
                                                                     (UNAUDITED)

                                                                   June 30, 2002
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                             <C>

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


Accounts payable and accrued expenses                          $298,107
                                                             -----------

Total Current Liabilities                                                  298,107


CONVERTIBLE DEBENTURES PAYABLE, including accrued interest
------------------------------
 of $4,038, and net of deferred debt discount of $(313,166)                340,872
                                                                         ---------


    TOTAL LIABILITIES                                                      638,979
                                                                         ---------


STOCKHOLDERS' EQUITY
---------------------
  Common stock, par value $0.0001; 50,000,000 shares
  authorized; 40,067,096 shares issued and outstanding            4,007
  Additional paid in capital                                    984,743
  Accumulated Deficit                                          (457,557)
                                                             -----------


TOTAL STOCKHOLDERS' EQUITY                                                 531,193
                                                                        ----------


TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                                    $1,170,172
                                                                        ==========
</TABLE>
      The accompanying notes are an integral part of these financial statements.

                                                                             F-2
<PAGE>
                                                       UNIVERCELL HOLDINGS, INC.
                                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                     (UNAUDITED)

                       For the Three and Six Months Ended June 30, 2002 and 2001
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                Six           Six
                                                Three Months  Three Months     Months        Months
                                                   Ended         Ended         Ended         Ended
                                                ------------  ------------  ------------  ------------
                                                  June 30,      June 30,      June 30,      June 30,
                                                    2002          2001          2002          2001
                                                ------------  ------------  ------------  ------------
<S>                                                 <C>           <C>           <C>           <C>
 NET SALES                                      $   200,519   $   222,363   $   302,386   $   374,318
-----------
 COST OF SALES                                       98,054       110,800       165,464       194,789
--------------                                  ------------  ------------  ------------  ------------

 GROSS PROFIT                                       102,465       111,563       136,922       179,529
                                                ------------  ------------  ------------  ------------

 OPERATING EXPENSES                                 321,300        71,814       415,998       169,797
--------------------                            ------------  ------------  ------------  ------------

 OPERATING (LOSS) INCOME                           (218,835)       39,749      (279,076)        9,732
                                                ------------  ------------  ------------  ------------

 INTEREST (EXPENSE) INCOME, NET                    (120,416)        2,356      (120,117)        3,467
-------------------------------                 ------------  ------------  ------------  ------------

 NET (LOSS) INCOME, HISTORICAL                  $  (339,251)  $    42,105   $  (399,193)  $    13,199
                                                ============  ============  ============  ============

 CHARGE IN LIEU OF INCOME TAXES                          --       (17,000)           --        (5,300)
                                                ------------  ------------  ------------  ------------

 PRO FORMA NET (LOSS) INCOME                    $  (339,251)  $    25,105   $  (399,193)  $     7,899
                                                ============  ============  ============  ============

 PRO FORMA NET INCOME PER SHARE
--------------------------------
Weighted average shares outstanding              40,067,096    33,000,000    39,734,914    33,000,000
                                                ============  ============  ============  ============

Net (loss) income per share, basic and diluted  $     (0.01)  $      0.00   $     (0.01)  $      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)

                                 For the Six Months Ended June 30, 2002 and 2001
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                                                         <C>         <C>
                                                                                            2002       2001
                                                                                         ---------------------
CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
Net (Loss) Income                                                                        $(399,193)  $ 13,199
   Adjustments to reconcile net (loss) income to net
   Cash (used in) provided by operating activities:
   Depreciation and amortization                                                            11,600     11,600
   Interest expense- Deferred financing costs                                               67,292
   Accrued interest - Convertible debentures                                                 4,038
   Interest expense - Non-cash beneficial conversion feature of Convertible Debentures      49,834         --
Changes in operating assets and liabilities:
   Accounts receivable                                                                     (81,261)   (61,430)
   Other current assets                                                                   (105,263)    (3,793)
   Security deposit                                                                         (6,239)    (2,008)
   Accounts payable and accrued expenses                                                    91,492     43,908
                                                                                         ----------  ---------

TOTAL ADJUSTMENTS                                                                           31,493    (11,723)
                                                                                         ----------  ---------

NET CASH (USED IN) PROVIDED BY
  OPERATING ACTIVITIES                                                                    (367,700)     1,476
                                                                                         ----------  ---------

CASH FLOWS FROM INVESTING ACTIVITIES
-------------------------------------
  Purchases of property and equipment                                                         (538)    (3,793)
  Redemption of restricted certificate of deposit                                           25,000         --
                                                                                         ----------  ---------

NET CASH PROVIDED BY (USED IN)
  INVESTING ACTIVITIES                                                                      24,462     (3,793)
                                                                                         ----------  ---------

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

NET CASH  PROVIDED BY (USED IN)
  FINANCING ACTIVITIES                                                                     563,626    (20,000)
                                                                                         ----------  ---------

NET INCREASE (DECREASE)  IN CASH
  AND CASH EQUIVALENTS                                                                     220,388    (22,317)

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

CASH AND CASH EQUIVALENTS - Ending                                                       $ 310,948   $ 73,814
-----------------------------------                                                      ==========  =========
</TABLE>
      The accompanying notes are an integral part of these financial statements.

                                                                             F-4
<PAGE>
<TABLE>
<CAPTION>


                                                        UNIVERCELL HOLDINGS, INC.

                                            CONDENSED CONSOLIDATED STATEMENTS OF
                                                           CASH FLOWS, Continued
                                                                     (UNAUDITED)

                                 For the Six Months Ended June 30, 2002 and 2001
--------------------------------------------------------------------------------





                                                             2002    2001
                                                          ------------------
<S>                                                         <C>       <C>

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

The  condensed  consolidated  balance  sheet  of  UniverCell Holdings, Inc. (the
"Company") as of June 30, 2002, the related condensed consolidated statements of
operations  for  the three and six months ended June 30, 2002 and 2001, and cash
flows  for  the  six months ended June 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 six months ended June
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.

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.

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
                                             =========
                                                                             F-6
<PAGE>

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.

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.

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 June
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  six  months  ended  June  30,  2001 would have been
approximately  $7,900,  or  $0.00  per  share,  and $25,100, 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.

                                                                           F-7
<PAGE>
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.

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-8
<PAGE>
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.

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 six
months  ended  June  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 June 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.

Stock  Issuance
---------------

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.

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 June 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 six
months  ended June 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 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

                                                                            F-9
<PAGE>
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  six  months  ended June 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 June 30, 2002, this resulted in the issuance of 1,300,000
warrants  for  services  related  to  the placement of the Debentures.  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  is  in  the  process  of  registering such securities.  There can be no
assurance  that  the  registration  statement  will  become  effective.

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
                                                   ========


                                                                         F-10
<PAGE>

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 June 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
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 JUNE 30, 2002 COMPARED TO THE THREE MONTHS ENDED JUNE
30, 2001

                                        1
<PAGE>

     NET SALES

     Net sales for the three months ended June 30, 2002 were approximately
$201,000, a decrease of approximately $21,000 , or 10%, from net sales of
approximately $222,000 for the three months ended June 30, 2001.  This decrease
was primarily due to a decrease in the number of our customers who rented cell
phones in the second quarter of 2002 compared to the second 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 June 30, 2002 was approximately
$98,000 a decrease of approximately $13,000, or 12%, from approximately $111,000
for the three months ended June 30, 2001.  This decrease in costs of sales was
primarily due to the decreased volume of air time that we resold to our
customers.

     GROSS PROFIT

     Gross profit for the three months ended June 30, 2002 was approximately
$102,000 , a decrease of approximately $10,000 , or 9%, from approximately
$112,000 of gross profit the three months ended June 30, 2001.  This decrease is
largely the result of the fewer sales experienced during the first quarter of
2002 as compared to the first 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 June 30, 2002 were
approximately $321,300, an increase of approximately $249,000, or 345%, over
operating expenses of approximately $72,000 during the three months ended June
30, 2001.  The largest components of our operating expenses in the second
quarter of 2002 were fees paid to our professional advisors, advertising costs,
costs of independent sales representatives, automobile lease expenses and office
rent.  The professional fees we incurred consisted principally of legal fees
(approximately $90,000), accounting fees (approximately $80,000) and investor
relations fees (approximately $32,000).  During the second 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 second quarter of 2002 in order to comply with SEC
reporting requirements and other complexities resulting from the Company's
capital raise.

     Advertising costs for the three months ended June 30, 2002 were
approximately $39,000, as compared with advertising costs incurred during the
three months ended June 30, 2001 of approximately $31,000.  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.  In furtherance of our current advertising
program, we published advertisements in the May 2002 issues of Conde Nast
Traveler, Travel and Leisure and Travel Holiday magazines.  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 June 30, 2002, we incurred interest expenses
of approximately $120,000 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 six months ended June
30, 2001 because the Company did not engage in any comparable transactions
during that period.

                                        2
<PAGE>
     SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO THE SIX MONTHS ENDED JUNE 30,
2001

     NET SALES

     Net sales for the six months ended June 30, 2002 were approximately
$302,000, a decrease of approximately $72,000 , or 19%, from net sales of
approximately $374,000 for the six months ended June 30, 2001.  This decrease
was primarily due to a decrease in the number of our customers who rented cell
phones in the first and second quarters of 2002 compared to the first and second
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 six months ended June 30, 2002 was approximately
$165,000 a decrease of approximately $30,000, or 15%, from approximately
$195,000 for the six months ended June 30, 2001.  This decrease in costs of
sales was primarily due to the decreased volume of air time that we resold to
our customers.

     GROSS PROFIT

     Gross profit for the six months ended June 30, 2002 was approximately
$137,000, a decrease of approximately $43,000 , or 24%, from approximately
$180,000 of gross profit the six months ended June 30, 2001.  This decrease is
largely the result of the fewer sales experienced during the first and second
quarters of 2002 as compared to the first and second 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 six months ended June 30, 2002 were
approximately $416,000, an increase of approximately $246,000, or 145%, over
operating expenses of approximately $170,000 during the six months ended June
30, 2001.  The largest components of our operating expenses in the first half of
2002 were fees paid to our professional advisors, advertising costs, costs of
independent sales representatives, automobile lease expenses and office rent.
The professional fees we incurred consisted principally of legal fees
(approximately $111,000), accounting fees (approximately $91,000) and investor
relations fees (approximately $41,000).  During the second 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 six months ended June 30, 2002 in order to comply
with SEC reporting requirements and other complexities resulting from the
Company's capital raise.

     Advertising costs for the six months ended June 30, 2002 were approximately
$43,000, as compared with advertising costs incurred during the six months ended
June 30, 2001 of approximately $54,000.  This decrease in advertising
expenditures 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 May 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.

                                        3
<PAGE>
OTHER EXPENSES

     During the six months ended June 30, 2002, we incurred interest expenses of
approximately $120,000 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), 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.  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 six months ended June 30,
2001 because the Company did not engage in any comparable transactions during
that period.

INCOME TAXES

     We recorded no provision for foreign, federal or state income taxes for
either the second fiscal quarter of 2002 or the second fiscal quarter 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 June
30, 2002 and due to recurring losses has recorded a valuation allowance of the
whole amount.

LIQUIDITY AND CAPITAL RESOURCES

     Since inception through June 30, 2002, we have operated with a cumulative
loss of approximately $457,000, 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 June 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,(1) 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

-----------------
(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.

                                        4
<PAGE>
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,
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 $333,000 on March 31, 2002
and approximately $311,000 as of June 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 $22,000 from March 31, 2002 to June 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 six months ended June 30, 2002 the net cash used in our operating
activities was approximately ($368,000), an increase of approximately $369,000
over net cash provided by operating activities of approximately $1,000 for the
three months ended June 30, 2001.  This increase is largely the result of
greater net losses during the six months ended June 30, 2002 (approximately
$399,000) as compared to net income during the six months ended June 30, 2001
(approximately $13,000), 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 in the first and second quarters of
2002 (approximately $50,000), a decrease in accounts receivable during the six
months ended June 30, 2002 (approximately $(81,000)), as compared to the six
months ended June 30, 2001 (approximately $(61,000)), an increase in accounts
payable and accrued expenses during the second quarter of 2002 (approximately
$91,000), as compared to the six months ended June 30, 2001 (approximately
$44,000) and fewer current assets during the six months ended June 30, 2002
(approximately $(105,000)) as compared to the six months ended June 30, 2001
(approximately $(4,000)).

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

                                        5
<PAGE>
CAPITAL TRANSACTIONS DURING SIX MONTHS ENDED JUNE 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 OF WARRANTS

     During the six months ended June 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.

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

                                        6
<PAGE>
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
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.





                                        7
<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:

Name of Purchaser               Principal Amount
--------------------------------------------------
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

     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:

                                        8
<PAGE>
Name of Purchaser                 Principal Amount
--------------------------------------------------
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

     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:

Name of Purchaser                 Principal Amount
---------------------------------------------------
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

     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
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:

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March 27, 2002 Issuance of Warrants:

Warrant Holder               Number of Warrants
------------------------------------------------
Jason Goldstein                   337,500
Edward X. Sosa                    135,000
Hornblower & Weeks, Inc.          157,500

TOTAL                             630,000

April 30, 2002 Issuance of Warrants:

Warrant Holder               Number of Warrants
-----------------------------------------------
Jason Goldstein                  385,000
Edward X. Sosa                    42,500
Hornblower & Weeks, Inc.         142,500

TOTAL                            570,000

May 7, 2002 Issuance of Warrants:

Warrant Holder               Number of Warrants
------------------------------------------------
Jason Goldstein                  62,500
Tony Cedor                       12,500
Hornblower & Weeks, Inc.         25,000

TOTAL                           100,000

     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.

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.

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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.










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                                   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:  September 10, 2002          By: /s/ Sean Y. Fulda
                                      -----------------
                                      Sean Y. Fulda
                                      Chief Executive Officer, President
                                      Principal Financial Officer and
                                      Chairman of the Board of Directors


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