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                                                                      Exhibit 31

       CHIEF  EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER - RULE 13A-14(A)
                                  CERTIFICATION

I,  Sean  Y.  Fulda,  certify  that:

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

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

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

4.     The  registrant's  other  certifying  officers  and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have;

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

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

     (c)     presented  in  this  quarterly  report  our  conclusions  about the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

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

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

     (b)     any  fraud,  whether  or  not material, that involves management or
other  employees  who  have  a  significant  role  in  the registrant's internal
controls;  and

6.     The  registrant's  other certifying officers and I have indicated in this
quarterly  report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

Date:  May 17,  2004
/S/  SEAN  Y.  FULDA
--------------------
Sean  Y.  Fulda
Chief  Executive  Officer
and  Chief  Financial  Officer

In  stating that the above matters are true "based on his knowledge," the signer
does  not  mean  that  he  knows  such  matters to be true, but means that after
reasonable inquiry he does not know of any facts which indicate to him that such
matters  are  not  true.  He  further  notes that there are no "other certifying
officers."