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 June 30, 2007

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.)

4775 COLLINS AVENUE
MIAMI BEACH, FLORIDA 33140
(Address of principal executive offices)

(786) 276-7817
(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 o

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of August 10, 2007, there were 199,250,000 shares of the issuer's common stock, par value $0.0001 issued and outstanding.

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes  x No o

Transitional Small Business Disclosure Format (Check one): Yes o     No x
 
 
PART I FINANCIAL INFORMATION

Item 1. Financial statements

UniverCell Holdings, Inc.
(A Development Stage Company)
Consolidated Balance Sheets
(Unaudited)
 
   
June 30,
 
December 31,
 
   
2007
 
2006
 
   
(Unaudited)
     
ASSETS
 
Current Assets
         
Cash
 
$
0
 
$
0
 
               
Total Current Assets
 
$
0
 
$
0
 

   
June 30,
 
December 31,
 
   
2007
 
2006
 
   
(Unaudited)
     
LIABILITIES AND STOCKHOLDERS' EQUITY
 
Current Liabilities
         
Accounts Payable
 
$
12,357
 
$
13,297
 
Accrued Expenses
   
198,995
   
198,995
 
Notes Payable  – Related Party
   
267,778
   
262,778
 
               
Total Current Liabilities
   
479,130
   
475,070
 
               
Stockholders' Equity
             
Common Stock, Authorized 200,000,000 Shares, $.0001Par Value, Issued and Outstanding 199,250,000
             
     
19,925
   
19,925
 
Additional Paid in Capital
   
1,305,380
   
1,305,380
 
Retained Earnings (Deficit)
   
(1,804,435
)
 
(1,800,376
)
               
Total Stockholders' Equity
   
(479,130
)
 
(475,070
)
               
1 Total Liabilities and Stockholders' Equity
 
$
0
 
$
0
 
 
2
 
UniverCell Holdings, Inc.
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
 
   
For the Three Months Ended
 
For the Six Months Ended
 
   
June 30,
 
June 30,
 
   
2007
 
2006
 
2007
 
2006
 
                   
Revenues
 
$
-
 
$
-
 
$
-
 
$
-
 
                           
Cost of Sales
   
-
   
-
   
-
   
-
 
                           
Gross Profit (Loss)
   
-
   
-
   
-
   
-
 
                           
Operating Expenses
                         
General & Administrative
   
3,484
   
74,232
   
4,059
   
136,809
 
                           
Total Operating Expenses
   
3,484
   
74,232
   
4,059
   
136,809
 
                           
Net Operating Income (Loss) from continuing Operations
   
(3,484
)
 
(74,232
)
 
(4,059
)
 
(136,809
)
                           
Other Income (Expense)
   
-
   
-
   
-
   
-
 
Interest Income
   
-
   
-
   
-
   
-
 
Interest Expense
   
-
   
-
   
-
   
-
 
Loss before provision for income taxes and discontinued operations
   
(3,484
)
 
(74,232
)
 
(4,059
)
 
(136,809
)
Provision for Income Taxes
   
-
   
-
         
-
 
                           
Loss from continuing operations before discontinued operations
   
(3,484
)
 
(74,232
)
 
(4,059
)
 
(136,809
)
Gain (Loss) on disposal of Discontinued operations (net of taxes)
   
-
   
-
   
-
   
-
 
                           
Net Income (Loss)
   
(3,484
)
 
(74,232
)
 
(4,059
)
 
(136,809
)
                           
Net Income (Loss) Per share for continuing operations
 
$
(0.00
)
$
(0.00
)
$
(0.00
)
$
(0.00
)
                           
Net Income (Loss) Per Share for discontinued operations
 
$
(0.00
)
$
(0.00
)
$
(0.00
)
$
(0.00
)
                           
Weighted Average Shares Outstanding
   
199,250,000
   
199,250,000
   
199,250,000
   
199,250,000
 

The accompanying notes are an integral part of theses financial statements.
 
3

UniverCell Holdings, Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows
  (Unaudited)
 
   
For the six months ended
 
   
June 30,
 
   
2007
 
2006
 
           
CASH FLOWS FROM OPERATING ACTIVITIES:
         
           
Net Income (Loss)
 
$
(4,059
)
$
218,910
 
Adjustments to Reconcile Net Loss to Net Cash Provided by Operations:
             
Increase (Decrease) in Notes Payable
   
5,000
   
261,192
 
Loss (Gain) on sale of subsidiary
   
-
   
-
 
Change in Assets and Liabilities
             
Increase (Decrease) in Accounts Payable/ Accrued Expenses
   
4,059
   
(126,813
)
               
Net Cash Provided(Used) by Operating Activities
   
0
   
(2,430
)
               
CASH FLOWS FROM INVESTING ACTIVITIES:
             
Proceeds from sale of subsidiary
   
-
   
-
 
Cash Balance transferred in sale
   
-
   
-
 
               
Net Cash Provided (Used) by Investing Activities
             
               
Net Cash Provided (Used) by Discontinuing Operations
             
               
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS
   
0
   
(2,430
)
               
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD
   
0
   
2,530
 
               
CASH AND CASH EQUIVALENTS AT END OF PERIOD
 
$
0
 
$
100
 
 
The accompanying notes are an integral part of theses financial statements.

4

UniverCell Holdings, Inc.
(A Development Stage Company)
Consolidated Statements of Cash Flows (Continued)
 
   
For the six months ended
June 30,
 
   
2007
 
2006
 
Cash Paid For:
         
Interest
 
 
     
Taxes
 
$
-
 
$
-
 
               
Non-Cash Activities:
             
Shares Issued for Services
   
-
     
Note issued in exchange for payables
 
$
0
 
$
261,192
 
 
The accompanying notes are an integral part of these financial statements.
 
5
 
UniverCell Holdings, Inc.
Notes to the Consolidated Financial Statements
June 30, 2007

GENERAL

UniverCell Holdings, Inc. and Subsidiaries (the Company) has elected to omit substantially all footnotes to the financial statements for the six months ended June 30, 2007 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, 2006.

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, in the opinion of management, are 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.

COMMON STOCK TRANSACTIONS

During the Three months ended June 30, 2007, the Company did not issue any stock.

NOTES PAYABLE  – RELATED PARTY TRANSACTIONS

On March 31, 2006, the Company entered into a secured promissory note with Sean Y. Fulda, the CEO and Chairman of the Company in exchange for $250,000 of accrued salary. The note is due within sixty (60) days and accrues interest at twelve (12%) annually. The note can be converted into common stock after the due date at the request of the Holder. As of August 7, 2006 the note would convert into approximately 45,000,000 (forty five million) shares if converted at the current price of $0.005 (one half cent) per share.

On March 31, 2006, the Company entered into an unsecured loan for 3,192 from Sean Y. Fulda, the CEO and Chairman for operational expenses. The loan bears interest at 18% annually.

As of August 15, 2007, the Company entered into an unsecured loan for 17,7778 from Sean Y. Fulda, the CEO and Chairman for operational expenses. The loan bears interest at 18% annually.

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”
 
6
 
GENERAL
 
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.

We currently have no operations.

The following discussion should be read in conjunction with the condensed consolidated Financial Statements and the Notes thereto for the six months ended June 30, 2007 and June 30, 2006.

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.

LIQUIDITY AND CAPITAL RESOURCES

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

Our current assets represents the amount we have after we have received loans to pay expenses for this quarter from our principal stockholder and CEO. With current liabilities of nearly $470,000 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 continue to operate and seek a merger candidate.

ITEM 3.  CONTROLS AND PROCEDURES

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

7
 
PART II OTHER INFORMATION
 
Item 6. Exhibits and reports on Form 8-k.

(a)       Exhibits

 
31.1
Certification of Principal Executive Officer - - Rule 13a-14(a) Certification
     
  31.2
Certification of Principal Financial Officer - Rule 13a-14(a) Certification
     
 
32.1
Certification of Principal Executive Officer and Principal Financial Officer - Sarbanes-Oxley Act Section 906 Certification
 
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: August 20, 2007
 
UNIVERCELL HOLDINGS, INC.
   
   
   
   
 
By: /S/ SEAN Y. FULDA
 
Sean Y. Fulda
 
Chief Executive Officer and President
 
Chief Financial Officer

8
 
Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
 
I, Sean Yaakov Fulda, certify that:
 
(1) I have reviewed this Form 10-QSB of Univercell Holdings, Inc.;
 
(2) Based on my knowledge, this 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 report;
 
(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
 
(4) The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
 
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
 
(5) The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
 
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
 
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date:
August 15, 2007
 
 
 
     
 
/s/ Sean Yaakov Fulda
 
 
[Signature]
   
   Chief Executive Officer
 
 
[Title]
 
Exhibit 31.2
 
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
 
I, Sean Yaakov Fulda, certify that:
 
(1) I have reviewed this Form 10-QSB of Univercell Holdings, Inc.;
 
(2) Based on my knowledge, this 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 report;
 
(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
 
(4) The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
 
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
 
(5) The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
 
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
 
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date:
August 20, 2007
 
 
 
     
 
/s/ Sean Yaakov Fulda
 
 
[Signature]
   
   Chief Financial Officer
 
 
[Title]
 
  Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of General Motors Corporation (the "Corporation") on Form 10-Q for the period ended June 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Sean Yaakov Fulda _, Principal Executive Officer of the Corporation, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

By
/s/ Sean Yaakov Fulda
 
 
 
 Sean Yaakov Fulda
 Principal Executive Officer
 August 20, 2007