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, 2005



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 incorporation or organization) | (I.R.S. Employer Identification No.)



4779 Collins Avenue # 2806

MIAMI BEACH, FLORIDA 33140

(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 13, 2005, there were 199,250,000 shares of the issuer's common stock, par value $0.0001 issued and outstanding.



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CORPORATE STRUCTURE. UniverCell Holdings, Inc. was formerly a holding company offering cellular phone rentals through its subsidiary. It discontinued the subsidiary's operations during the fourth quarter of 2004, and sold all of his assets, including the subsidiary, and a small amount of equipment it directly owned during the quarter ended March 31, 2005. It currently has no operations.



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:



·

general economic and business conditions;

·

our ability to implement our business strategy;

·

our access to financing;

·

our ability to successfully identify new business opportunities;

·

our ability to attract and retain key executives;

·

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.





PART I   FINANCIAL INFORMATION



ITEM 1.  FINANCIAL STATEMENTS



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|UniverCell Holdings, Inc.                                                                                                             
|--------------------------------------------------------------------------------------------------------------------------------------
|Consolidated Balance Sheets                                                                                                           
|                                                                                                                                      
|ASSETS                                                                                                                                
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|Current Assets                                                                                                                        
|Cash                                                                                                                                  
|Accounts Receivables (Net of Allowances)                                                                                              
|Prepaid Expenses                                                                                                                      
|                                                                                                                                      
|Total Current Assets                                                                                                                  
|                                                                                                                                      
|Property & Equipment (Net)                                                                                                            
|                                                                                                                                      
|Total Other Assets                                                                                                                    
|                                                                                                                                      
|Total Assets                                                                                                                          
|                                                                                                                                      
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                  
|                                                                                                                                      
|Current Liabilities                                                                                                                   
|                                                                                                                                      
|Accounts Payable                                                                                                                      
|Accrued Expenses                                                                                                                      
|Total Current Liabilities                                                                                                             
|Total Liabilities                                                                                                                     
|                                                                                                                                      
|Stockholders' Equity                                                                                                                  
|Common Stock, Authorized 200,000,000 Shares, $.0001 Par Value, Issued and Outstanding 199,250,000 and 119,793,894 shares, respectively
|Additional Paid in Capital                                                                                                            
|Retained Earnings (Deficit)                                                                                                           
|Total Stockholders' Equity                                                                                                            
|                                                                                                                                      
|Total Liabilities and Stockholders' Equity                                                                                            
|                                                                                                                                      



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|                                                          | UniverCell Holdings, Inc.                       
|--------------------------------------------------------- | ------------------------------------------------
|                                                          | Consolidated Statement of Operations
(Unaudited)
|                                                          |                                                 
|                                                          |                                                 
|                                                          |                                                 
|                                                          |                                                 
|                                                          |                                                 
|                                                          |                                                 
|                                                          |                                                 
|Revenues                                                  | -                                               
|                                                          |                                                 
|Cost of Sales                                             | -                                               
|                                                          |                                                 
|Gross Profit (Loss)                                       | -                                               
|                                                          |                                                 
|Operating Expenses                                        |                                                 
|General & Administrative                                  | 83,299                                          
|                                                          |                                                 
|Total Operating Expenses                                  | 83,299                                          
|                                                          |                                                 
|Net Operating Income (Loss) from continuing operations    | (83,299)                                        
|                                                          |                                                 
|Other Income(Expense)                                     |                                                 
|Interest Income                                           | 30                                              
|Interest Expense                                          | -                                               
|Gain (Loss) from discontinued operations                  |                                                 
|Gain (Loss) on disposal (sale) of discontinued operations | 376,705                                         
|                                                          |                                                 
|Total Other Income(Expense)                               | 376,735                                         
|                                                          |                                                 
|Net Income (Loss)                                         | $293,436                                        
|                                                          |                                                 
|Net Income (Loss) Per Share                               | $  (0.00)                                       
|                                                          |                                                 
|Weighted Average Shares Outstanding                       | 159,521,947                                     



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



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|UniverCell Holdings, Inc.                                                         
|----------------------------------------------------------------------------------
|Consolidated Statements of Cash Flows                                             
|(Unaudited)                                                                       
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             
|                                                                                  
|Net Income (Loss)                                                                 
|Adjustments to Reconcile Net Loss to Net Cash                                     
|Provided by Sale of Discontinued Operations(net of spin-off)                      
|Depreciation & Amortization                                                       
|Loss (Gain) on sale of subsidiary                                                 
|                                                                                  
|Change in Assets and Liabilities (Net of Spin-off)                                
|(Increase) Decrease in Accounts Receivable                                        
|(Increase) Decrease in Other Current Assets                                       
|Increase (Decrease) in Deposits and Prepaids                                      
|Increase (Decrease) in Accounts Payable/ Accrued Expenses                         
|                                                                                  
|Net Cash Provided (Used) by Sale of Discontinued Operations - Operating Activities
|                                                                                  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             
|Proceeds from sale of subsidiary                                                  
|Purchases (Sales) of Property and Equipment                                       
|Cash balance transferred in sale                                                  
|Net Cash Provided (Used) by Investing Activities                                  
|14,107                                                                            
|                                                                                  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             
|                                                                                  
|Common Stock and Paid in Capital                                                  
|Principal Payments on Capital Leases                                              
|                                                                                  
|Net Cash Provided (Used) by Financing Activities                                  
|                                                                                  



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|                                                |         |  |          
|----------------------------------------------- | ------- |  | ---------
|NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS | 5,923   |  | (141,774)
|                                                |         |  |          
|CASH AND EQUIVALENTS AT BEGINNING OF PERIOD     | 14,077  |  | 447,989  
|                                                |         |  |          
|CASH AND CASH EQUIVALENTS AT END OF PERIOD      | $20,000 |  | $306,215 
|                                                |         |  |          
|Cash Paid For:                                  |         |  |          
|Interest                                        | -       |  | -        
|Income Taxes                                    | -       |  | -        
|                                                |         |  |          
|Non-Cash Activities:                            |         |  |          
|Shares issued for Deferred Compensation         | 85,284  |  | -        
|Shares issued for Debenture conversion          | -       |  | 143,603  



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



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UniverCell Holdings, Inc.

Notes to the Consolidated Financial Statements

March 31, 2005



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, 2005 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, 2004.



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.





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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



GENERAL



We currently have no operations. Following the close of the quarter we entered into an agreement with Recall Mail Corporation to acquire that corporation in a reverse merger in which a newly created acquisition subsidiary would be merged into Recall, with the Recall shareholders receiving approximately 76% of our common stock on a fully diluted basis following the merger. The proposed merger is subject to certain customary conditions, including UniverCell and Recall receiving shareholder and regulatory approval.

The following discussion should be read in conjunction with the condensed consolidated Financial Statements and the Notes thereto for the three months ended March 31, 2005 and March 31, 2004.



RESULTS OF OPERATIONS



Since we have discontinued all operations, the period-to-period comparisons of financial results are not meaningful and are not any indication of future performance. On March 9, 2005, we sold all of our remaining assets, consisting primarily of a single subsidiary. Since all of the debt formerly carried on our balance sheet was debt of that subsidiary, we recorded a gain on disposal of our discontinued operations of $376,705 for the quarter ended March 31, 2005. Reduction in operating expenses for the quarter ended March 31, 2005 to $83,000 compared to $117,000 for the quarter ended March 31, 2004 reflects the elimination of employees and office and rent expenses as a result of discontinuing our operations and selling our remaining assets.



LIQUIDITY AND CAPITAL RESOURCES



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



Our $20,000 in current assets represents the amount we received on sale of our former subsidiary. With current liabilities of $27,825, our ability to meet our obligations as they come due will depend almost entirely on the willingness of our principal stockholder to advance the funds necessary to complete our merger with Recall Mail and of the success of that company following the merger.



ITEM 3.  CONTROLS AND PROCEDURES



As of the end of the period covered by this report, we carried out an evaluation, under the



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supervision and with the participation of our chief executive officer and the chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures in accordance with Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on this evaluation, our chief executive officer and the chief financial  officer concluded that our disclosure controls and procedures are effective for gathering, analyzing and disclosing the information that we are required to disclose in the reports we file under the Exchange Act, within the time periods specified in the SEC's rules and forms. Our chief executive officer and the chief financial officer also concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to our company required to be included in our periodic SEC filings.



There have been no significant changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



PART II  OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS



None.



ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS





ITEM 3.  DEFAULTS IN SENIOR SECURITIES



None.



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



None.



ITEM 5.  OTHER INFORMATION



None.



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K



(a)      Exhibits



31

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



32

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





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SIGNATURES



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



Date: May 23, 2005



UNIVERCELL HOLDINGS, INC.





By: /S/ SEAN Y. FULDA

Sean Y. Fulda

Chief Executive Officer and President

(principal executive officer,

principal financial officer and

principal accounting officer)