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

                                 FORM 10-QSB/A2

[X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934 for the quarterly period ended March 31, 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.

REASON FOR FILING AMENDMENT OF QUARTERLY REPORT: (1) The Quarterly Report on
Form 10-QSB/A (Filed May 24, 2002) was filed to amend certain information
contained in the Registrant's Quarterly Report on Form 10-QSB filed on May 16,
2002. The Company had restated the condensed consolidated financial statements
for the three months ended March 31, 2002. The restatement reflected a
modification of the accounting treatment of 630,000 warrants issued by the
Company to its placement agent in connection with the issuance of convertible
debentures in the aggregate amount of $315,000. The effect of the modification
resulted in a decrease in net loss from $358,942 ($0.009 per share) to $241,942
($0.006 per share), and an increase in stockholders' equity from $311,444 to
$379,444 as of March 31, 2002. Corresponding changes were made to the text of
the Report as originally filed and to the condensed consolidated financial
statements contained therein (please see Part I, Item 1 of that Report). In
addition, "Management's Discussion and Analysis of the Financial Condition and
Results of Operations" has been updated to reflect this change. The Report, as
so revised, was amended and restated in its entirety in the Form 10-QSB/A filed
May 24, 2002.

<PAGE>

(2) This Quarterly Report on Form 10-QSB/A2 is being filed to amend certain
information contained in the Registrant's Quarterly Report on Form 10-QSB/A
filed on May 24, 2002. The Company has restated the condensed consolidated
financial statements for the three months ended March 31, 2002. This restatement
reflects a modification of the accounting treatment related to the $182,000 of
interest expense related to the March 27, 2002 sale of debentures in the
aggregate amount of $315,000. The effect of the modification resulted in a
decrease in net loss from $241,942. ($.006 per share) to $59,942 ($.002 per
share), an increase in stockholders' equity from $379,444 to $561,444, and a
decrease in convertible debentures from $315,000 to $133,000 as of March 31,
2002. Corresponding changes were made to the text of the Report as originally
filed and to the condensed consolidated financial statements contained therein
(please see Part I, Item 1 of this Report). In addition, "Management's
Discussion and Analysis of the Financial Condition and Results of Operations"
has been updated to reflect this change. The Report, as so revised, is amended
and restated in its entirety in this Form 10-QSB/A2.





<PAGE>
<TABLE>
<CAPTION>
<S>  <C>

                                TABLE OF CONTENTS


PART I -- FINANCIAL INFORMATION     . . . . . . . . . . . . . . . . . . . . . .     F-1

ITEM 1    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS . . . . . . . . . . . . .     F-1

  CONDENSED CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2002 . . . . . . . . . .     F-1
  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS-- THREE MONTHS ENDED MARCH 31,
  2002 AND MARCH 31, 2001   . . . . . . . . . . . . . . . . . . . . . . . . . .     F-3
  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS-- THREE MONTHS ENDED MARCH 31,
  2002 AND MARCH 31, 2001   . . . . . . . . . . . . . . . . . . . . . . . . . .     F-4
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  . . . . . . . . . . . .     F-5

ITEM 2     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION    . . . .       1

PART II    OTHER INFORMATION  . . . . . . . . . . . . . . . . . . . . . . . . .       6

  ITEM 2     CHANGES IN SECURITIES AND USE OF PROCEEDS  . . . . . . . . . . . .       6
  ITEM 4     OTHER    . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       7
  ITEM 5     EXHIBITS AND REPORTS ON FORM 8-K   . . . . . . . . . . . . . . . .       9

SIGNATURES    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      10


                                        i
</TABLE>
<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)
                                                                      (RESTATED)
--------------------------------------------------------------------------------
                                                                  March 31, 2002
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>


                                       ASSETS
                                       ------


CURRENT ASSETS
---------------
<S>                                                                           <C>        <C>

     Cash and cash equivalents                                              $333,219
     Restricted cash balances                                                 10,000
     Accounts receivable, less allowance for doubtful accounts
          of $35,000                                                         291,853
     Other current assets                                                     43,888
                                                                            --------

          Total Current Assets                                                        $678,960
                                                                                      --------

PROPERTY AND EQUIPMENT, Net                                                             13,363
----------------------------

OTHER ASSETS
--------------
     Security deposit                                                          1,449
     Deferred financing costs                                                225,950
                                                                            --------

         Total Other Assets                                                            227,399
                                                                                      --------

         TOTAL ASSETS                                                                 $919,722
                                                                                      ========

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


                                      F-1
</TABLE>
<PAGE>

                                                       UNIVERCELL HOLDINGS, INC.
                                            CONDENSED CONSOLIDATED BALANCE SHEET
                                                                     (UNAUDITED)
                                                                      (RESTATED)
--------------------------------------------------------------------------------
                                                                  March 31, 2002
--------------------------------------------------------------------------------

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
<TABLE>
<CAPTION>
<S>                                                                            <C>            <C>

ACCOUNTS PAYABLE AND ACCRUED EXPENSES                                                      $225,278
CONVERTIBLE DEBENTURES, NET                                                                 133,000

   TOTAL LIABILITIES                                                                        358,278
  --------------------                                                                    ----------

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

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                                                    675,743
Accumulated Deficit                                                          (118,306)
                                                                            ----------

   TOTAL STOCKHOLDERS' EQUITY                                                               561,444
  ----------------------------                                                            ----------


   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                             $ 919,722
  --------------------------------------------                                            ==========


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

                                      F-2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                       UNIVERCELL HOLDINGS, INC.
                                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                     (UNAUDITED)
--------------------------------------------------------------------------------
                     For the Three Months Ended March 31, 2002 and March 31,2001
--------------------------------------------------------------------------------



                                                 2002
                                              (Restated)     2001
                                          ------------  ------------
<S>                                             <C>           <C>
NET SALES                                 $   101,867   $   151,955
---------

COST OF SALES                                  67,410        83,989
-------------                             ------------  ------------

         GROSS PROFIT                          34,457        67,966

OPERATING EXPENSES                             94,698        97,983
-------------------                       ------------  ------------


        OPERATING LOSS                        (60,241)      (30,017)
                                          ------------  ------------

INTEREST INCOME                                  (299)        1,111
---------------                           ------------  ------------


        NET LOSS                          $   (59,942)  $   (28,906)
                                          ============  ============

NET LOSS PER SHARE
------------------
  Weighted average shares outstanding      39,399,040    33,000,000
                                          ============  ============

  Net loss per share, basic and diluted   $    (0.002)  $    (0.001)
                                          ============  ============
</TABLE>


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

                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                                                       UNIVERCELL HOLDINGS, INC.
                                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                     (UNAUDITED)
--------------------------------------------------------------------------------

                     For the Three Months Ended March 31, 2002 and March 31,2001
--------------------------------------------------------------------------------

                                                                             2002
                                                                          (Restated)     2001
CASH FLOWS FROM OPERATING ACTIVITIES
-----------------------------------                                       ---------  ---------

<S>                                                                           <C>        <C>

  Net Loss                                                                 $(59,942)  $(28,906)
  Adjustments to reconcile net loss to net
    cash (used in) provided by operating activities:
  Depreciation and amortization                                               5,800      5,800
  Changes in operating assets and liabilities:
  Accounts receivable                                                        24,026     56,085
  Other current assets                                                      (43,049)    (3,352)
  Security deposit                                                               --       (351)
  Accounts payable and accrued expenses                                      18,648      6,713
                                                                           ---------  ---------

        TOTAL ADJUSTMENTS                                                     5,425     64,895
                                                                           ---------  ---------

        NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES
                                                                            (54,517)    35,989
                                                                           ---------  ---------

CASH FLOWS FROM INVESTING ACTIVITIES
-------------------------------------
  Purchases of property and equipment                                            --       (633)
  Redemption  of certificate of deposit                                      25,000         --
                                                                           ---------  ---------

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
                                                                             25,000       (633)
                                                                           ---------  ---------

CASH FLOWS FROM FINANCING ACTIVITIES
-------------------------------------
  Repayments of stockholder loan                                             (1,874)   (20,000)
  Proceeds from the sale of Debenture securities, net of financing costs    274,050         --
                                                                           ---------  ---------

NET CASH  PROVIDED BY (USED IN)
  FINANCING ACTIVITIES                                                      272,176    (20,000)
                                                                           ---------  ---------

NET INCREASE IN CASH
  AND CASH EQUIVALENTS                                                      242,659     15,356
                                                                           ---------  ---------

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

CASH AND CASH EQUIVALENTS - Ending                                         $333,219   $111,487
----------------------------------                                         =========  =========
</TABLE>

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

                                      F-4
<PAGE>

UNIVERCELL HOLDINGS, INC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The condensed consolidated balance sheet of UniverCell Holdings, Inc. (the
"Company") as of March 31, 2002, the related condensed consolidated statements
of operations, and cash flows for the three  months ended March 31, 2002 and
March  31, 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 generally accepted accounting
principles 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
months ended March 31, 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
                          =========

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
                                      F-5
<PAGE>
$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.

Restatement
-----------

10-QSB/A Filed May 24, 2002
---------------------------
The Company has restated the condensed consolidated financial statements for the
three months ended March 31, 2002. The restatement reflects a modification of
the accounting treatment of 630,000 warrants issued by the Company to the
placement agent in connection with the issuance of convertible debentures in the
aggregate amount of $315,000. The effect of the modification resulted in a
decrease in net loss from $358,942 ($0.009 per share) to $241,942 ($0.006 per
share) and an increase in stockholders' equity from $311,444 to $379,444, as of
March 31, 2002.

10-QSB/A2 Filed September 9, 2002
---------------------------------
The Company has restated the condensed consolidated financial statements for the
three months ended March 31, 2002.  This restatement reflects a modification of
the accounting treatment related to the $182,000 of interest expense related to
the March 27, 2002 sale of debentures in the aggregate amount of $315,000.  The
effect of the modification resulted in a decrease in net loss from $241,942.
($.006) per share) to $59,942 ($.002 per share), an increase in stockholders'
equity from $379,444 to $561,444, and a decrease in convertible debentures from
$315,000 to $133,000 as of March 31, 2002.

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.

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.

                                      F-6
<PAGE>
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 $90,000 as of March
31, 2002 and due to recurring losses has recorded a valuation allowance of the
whole amount.

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 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 retains the fundamental provisions of SFAS No. 121 but sets
forth new criteria for asset classification and broadens the scope of qualifying
discontinued operations.

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

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.

                                      F-7
<PAGE>
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 three
months ended March  31, 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 March 31, 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, the first
of which occurs when buyers have deposited with the escrow agent a minimum of
$250,000. On March 27, 2002, gross proceeds of $315,000 were raised and released
from escrow to the Company. These convertible Debentures bear interest at the
rate of 6% per annum, and mature in March 27, 2004, 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 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 $182,000 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 debentures.

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 March 31, 2002, this resulted in the issuance of 630,000
warrants for services related to the placement of the Debentures. The fair value
of these warrants of $185,000 has been recorded as a deferred financing cost
which is being amortized on a straight-line basis over the 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.

                                      F-8
<PAGE>

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).

On April 30, 2002 and May 7, 2002, the Company issued additional debentures
pursuant to the private placement resulting in net proceeds of approximately
$250,000 and $43,500, respectively, and the issuance of 570,000 and 100,000
warrants to the Placement Agent, respectively. The Company then terminated
its private placement offering of these debentures.

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:

                          For years ending
                            December 31,   Amount
                        ---------------------------
                                2003     $125,000
                                2004     $140,000
                                2005     $160,000
                                2006     $180,000
                        ----------------------------
                        Total            $605,000

                                      F-9
<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 quarter ended March 31, 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.

                                        1
<PAGE>
RESULTS OF OPERATIONS

     THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THREE MONTHS ENDED MARCH 31,
     2001

     NET SALES

     Net sales for the three months ended March 31, 2002 were approximately
$102,000, a decrease of approximately $50,000, or 33%, from net sales of
approximately $152,000 for the three months ended March 31, 2001.  This decrease
was primarily due to a decrease in the number of our customers who rented cell
phones in the first quarter of 2002 compared to the first 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 March 31, 2002 was approximately
$67,000, a decrease of approximately $17,000, or 20%, from approximately $84,000
for the three months ended March 31, 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 March 31, 2002 was approximately
$34,000, a decrease of approximately $34,000, or 50%, from approximately $68,000
of gross profit the three months ended March 31, 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 March 31, 2002 were
approximately $95,000, a decrease of approximately $3,000, or 3%, over operating
expenses of approximately $98,000 during the three months ended March 31, 2001.
The largest components of our operating expenses in the first 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 $21,000) and accounting fees (approximately $11,000).  During the
first 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 first quarter of 2002 in
order to comply with SEC reporting requirements and other complexities resulting
from the Company's transition from a private company to a public company (which
occurred by virtue of the exchange transaction in December 2001).  The advent of
these professional fees was offset by a decrease in our advertising costs during
the first quarter of 2002.

     Advertising costs for the three months ended March 31, 2002 were
approximately $4,000, as compared with advertising costs incurred during the
three months ended March 31, 2001 of approximately $31,000.  This decrease in
advertising expenditures should not be construed as any particular trend.
Rather, the decrease was due to 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 and Travel and Leisure magazines.  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.

                                        2
<PAGE>
     INCOME TAXES

     We recorded no provision for foreign, federal or state income taxes for
either the first fiscal quarter of 2002 or the first 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 $90,000 as of March
31, 2002 and due to recurring losses has recorded a valuation allowance of the
whole amount.

     LIQUIDITY AND CAPITAL RESOURCES

     Since inception through March 31, 2002, we have operated with a cumulative
loss of approximately $118,000 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 March 31, 2002, we have received
aggregate gross proceeds from the sale of equity securities of $415,000, 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 debentures convertible into shares of the Company's
common stock.  The debentures are convertible 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 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

-----------------
(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.
 Subsequent to March 31, 2002, we raised additional gross proceeds of $335,000
(approximately $291,000 net of commissions to our placement agent) from the sale
of an additional $335,000 principal amount of debentures with the same terms as
those sold on March 27, 2002 in subsequent closings under the same private
placement offering.  See Item 2 and Item 5 of Part II of this Report for further
details regarding these sales.
                                        3
<PAGE>
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.

     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 as of March 31,
2002.  This increase in cash on hand was largely due to the proceeds of the
first closing under the private placement sale of convertible debentures which
we made on March 27, 2002.  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.

     For the three months ended March 31, 2002 the net cash used in our
operating activities was approximately $55,000, a decrease of approximately
$91,000, or 253%, from $36,000 of net cash provided by operating activities for
the three months ended March 31, 2001.  This decrease is largely the result of
greater net losses during the first quarter of 2002 (approximately $60,000) as
compared to the first quarter of 2001 (approximately $29,000), decrease in
accounts receivable during the first quarter of 2002 (approximately $24,000) as
compared to the first quarter of 2001 (approximately $56,000), an increase in
accounts payable and accrued expenses during the first quarter of 2002
(approximately $18,000) as compared to the first quarter of 2001 (approximately
$7,000) and fewer current assets during the first quarter of 2002 (approximately
$43,000) as compared to the first quarter of 2001 (approximately $3,000).

     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.

     CAPITAL TRANSACTIONS

     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.

     Additionally, in March 2002 we sold $315,000 principal amount of
convertible debentures, convertible into shares of the Company's common stock.
The debentures are convertible 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, none of which were affiliates of the Company. Subsequent to March
31, 2002, we raised additional gross proceeds of $335,000 (approximately
$291,000 net of commissions to our placement agent) from the sale of an
additional $335,000 principal amount of debentures with the same terms as those
sold on March 27, 2002 in subsequent closings under the same private placement
offering. See Item 2 and Item 5 of Part II of this Report for further details
regarding these sales.

                                        4
<PAGE>
     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 ($40,950). We also issued warrants to purchase up to 630,000
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.

     RECENT ACCOUNTING PRONOUNCEMENTS

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

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

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

                                        5
<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 securityholders 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

     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.
                                        6
<PAGE>
     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.

ITEM 4     OTHER

SUBSEQUENT SALES OF CONVERTIBLE DEBENTURES UNDER PRIVATE PLACEMENT OFFERING

     The Company's private placement offering of convertible debentures, which
began in March 2002, continued after the end of the first quarter of 2002.  In
addition to the $315,000 principal amount of debentures issued on March 27,
2002, the Company had two more closings under this private placement.

     On April 30, 2002, the Company sold convertible debentures in the aggregate
principal amount of $285,000.  The purchasers of debentures at this closing are
as follows:

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, the Company sold convertible debentures in the aggregate
principal amount of $50,000.  The purchasers of debentures at this closing are
as follows:
                                        7
<PAGE>
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

     As with the convertible debentures issued by the Company on March 27, 2002
at the first closing, the convertible debentures issued by the Company at the
closings on April 30, 2002 and on May 7, 2002  bear interest at the rate of 6%
per annum, and mature on the second anniversary of the respective 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.

     As with the convertible debentures issued by the Company on March 27, 2002
at the first closing, the shares of common stock issuable upon conversion of the
convertible debentures issued by the Company at the closings on April 30, 2002
and on May 7, 2002 are subject to a registration rights agreement that requires
the Company to register for resale all securities issued pursuant to the private
placement.

     As with the convertible debentures issued by the Company on March 27, 2002
at the first closing, the convertible debentures issued by the Company at the
closings on April 30, 2002 and on May 7, 2002 were issued and sold 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.

     After the closing on May 7, 2002, the Company terminated this private
placement offering of convertible debentures. Hence, the aggregate gross
proceeds to the Company from the sale of convertible debentures under this
private placement offering are $650,000.

     The Company's placement agent agreement with Hornblower & Weeks, Inc.
required the Company to pay the placement agent cash compensation equal to
thirteen percent (13%) of the gross proceeds from sale of the convertible
debentures. Accordingly, we paid Hornblower & Weeks a total of $84,500 in
connection with its services as placement agent for this private placement
offering.

     Additionally, we were required to issue to persons that the placement agent
designated warrants to purchase the Company's common stock on the following
basis: for every $1,000 of debentures sold by the Company, the Company was
required to issue warrants to purchase 2,000 shares of the Company's common
stock. Accordingly, we issued warrants to purchase a total of 1,300,000 shares
of common stock to the following persons designated by Hornblower & Weeks:

Warrant Holder           Number of Warrant Shares
-------------------------------------------------

Jason Goldstein                785,000
Edward Sosa                    177,500
Tony Cedor                      12,500
Hornblower and Weeks, Inc.     325,000

TOTAL:                       1,300,000

     The issuance date of the warrants is the same date as the closing date of
the convertible debentures which gave rise to the Company's obligation to issue
the warrants.  Accordingly, 630,000 warrants were issued as of March 27, 2002,

                                        8
<PAGE>

570,000 warrants were issued as of April 30, 2002 and 100,000 warrants were
issued as of May 7, 2002.  The warrants have a term of two years from their
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.

     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.  Each purchaser represented in writing that it was an accredited
investor and that it acquired the securities for its own account.

ITEM 5     EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
<S>  <C>

     The following documents are filed as part of this Report:

(a)     Exhibit 99.1     Form of Securities Purchase Agreement (including Form
                         of Convertible Debenture and Form of Registration Rights Agreement)
                         (Filed with Report on Form 10-QSB Filed May 16, 2002)

        Exhibit 99.2     Form of Warrant (including Form of Registration Rights
                         Agreement)
                         (Filed with Report on Form 10-QSB Filed May 16, 2002)

        Exhibit 99.3     Certification of Chief Executive Officer and Chief
                         Financial Officer Pursuant to Section 18 U.S.C. Section 1350, as adopted
                         pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed herewith)

</TABLE>
(b)     Reports on Form 8-K

On January 10, 2002, we filed a Report on Form SEC 8-K/A regarding a change in
our independent accountants.

                                        9
<PAGE>
                                   SIGNATURES

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


                                 UNIVERCELL HOLDINGS, INC.




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

                                       10
<PAGE>