SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest reported): ~~September~~May ~~___~~20, ~~2004~~ 2005

UNIVERCELL HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Florida

(State or Other Jurisdiction of Incorporation)

333-69686	11-3331350
(Commission File Number)	(IRS Employer Identification No.)

~~3710~~4779 ~~CLARINTH~~Collins ~~ROAD~~Avenue # 2806

~~BALTIMORE~~MIAMI BEACH, ~~MARYLAND~~FLORIDA ~~21215~~33140

(Address of Principal Executive Offices)(Zip Code)

(800) 765-2355

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

~~Item~~On ~~8.01~~May ~~Other~~20, ~~Events~~2005 we entered into a definitive Agreement and Plan of Merger with Recall Mail Corporation.

OnRecall ~~September~~operates ~~20,~~an ~~2004,~~e-mail weservice ~~decided~~for toindividuals ~~discontinue~~and ~~our~~businesses ~~rental~~that ~~program,~~uses ~~which~~patent-pending ~~was~~technology ~~our~~which ~~only~~permits ~~remaining~~users ~~operation. Due~~ to ~~recent~~erase, ~~events including the increase in rates due to the fluctuation of currencies~~recall, ~~our~~modify ~~rates~~and ~~have~~set ~~risen~~an toexpiration ~~the~~date ~~point~~for ~~where~~their ~~we do not think we will be able to be profitable in the coming years. In addition~~e-mails, weeven ~~have seen the number of renters decrease dramatically~~ after wethey ~~did~~have ~~not~~been ~~continue our marketing efforts with Avis~~sent. ~~Our advertising seems to be less effective than before due to increased competition and GSM rollout in the United States.~~

WeThe ~~will~~Agreement noand ~~longer~~Plan beof ~~accepting~~Merger ~~cellular~~provides ~~phone~~for ~~rental~~the ~~applications~~merger ~~and~~of ~~will~~a ~~attempt~~wholly-owned tosubsidiary ~~wind~~of upUniverCell ~~our~~into ~~existing~~Recall. ~~rental~~In ~~operations~~the inmerger aneach ~~orderly~~thirty ~~fashion.~~outstanding Weshares of common stock of UniverCell will ~~continue~~be ~~service~~changed tointo one share of Univercell, and the ~~phones~~shareholders ~~that~~of ~~are~~Recall ~~currently~~will ~~rented~~receive ~~until~~shares ~~they~~of ~~are~~UniverCell ~~returned.~~common Westock ~~will~~for ~~continue~~their Recall shares expected to ~~bill~~represent ~~our~~76.3% ~~customers~~of ~~and~~UniverCell’s ~~attempt~~common tostock, ~~collect~~on ~~any~~a ~~and~~fully-diluted ~~all~~basis, ~~outstanding~~following ~~receivables.~~the merger.

The ~~proceeds~~proposed ofmerger ~~winding up will almost certainly not be sufficient to satisfy our existing obligations. We have not yet determined whether to cease all operations. Among the possibilities the Company~~ is ~~considering~~subject ~~are entering a related business in the communications area or in an unrelated area. If we decide~~ to ~~continue~~certain ~~operations~~customary ~~additional~~conditions, ~~capital~~including ~~will~~UniverCell beand ~~required.~~Recall Wereceiving ~~may~~shareholder ~~also~~and ~~seek~~regulatory ~~merger or reverse merger candidates in related or unrelated fields~~approval.

~~SIGNATURES~~Item 9.01 Financial Statements and Exhibits.

~~Pursuant~~Exhibit ~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.~~2

~~UNIVERCELL~~Agreement ~~HOLDINGS,~~and ~~INC.~~Plan of Merger

~~By:~~SIGNATURES

~~/s/Sean~~Pursuant ~~Fulda~~ to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Sean~~UNIVERCELL ~~Fulda~~HOLDINGS, INC.

~~President~~By:

~~September~~/s/Sean ~~24, 2004~~Fulda

2Sean Fulda

President

May 25, 2005

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