10-Q/A 1 f10q92001a1_univercell.txt AMENDMENT NO. 1 TO FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-Q (Mark One) [ X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September, 2001 OR [ ]TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934 From the transition period from to . ---------- ----------- Commission File Number 1-11624 ------- UNIVERCELL HOLDINGS, INC. ----------------------------------------- (Exact name of registrant as specified in its charter) Florida 94-3104247 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 710 Oakfield Drive, Suite 202, Brandon, Florida 33511 ----------------------------------------------------- (Address of principal executive offices) (813) 662-1600 -------------- (Issuer's telephone number) Hypermedia Communications, Inc. (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes X No As of November 19, 2001 39,141,258 shares of Common Stock of the issuer were outstanding. UNIVERCELL HOLDINGS, INC. (Formerly Hypermedia Communications, Inc.) FORM 10-QSB INDEX PART I Item 1. Financial Statements F-3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations F-7 PART II Item 1. Legal Proceedings F-8 Item 6. Exhibits and Reports on Form 8-K F-8 Signatures F-8 PART I. FINANCIAL INFORMATION Item 1. Financial Statements UNIVERCELL HOLDINGS, INC. (Formerly Hypermedia Communications, Inc.) CONDENSED BALANCE SHEET

See accompanying notes to interim condensed financial statements. F-3 UNIVERCELL HOLDINGS, INC. (Formerly Hypermedia Communications, Inc.) CONDENSED STATEMENT OF OPERATIONS (Unaudited)

See accompanying notes to interim condensed financial statements. F-4 UNIVERCELL HOLDINGS, INC. (Formerly Hypermedia Communications, Inc.) CONDENSED STATEMENT OF CASH FLOWS (Unaudited)

See accompanying notes to interim condensed financial statements. F-5 UNIVERCELL HOLDINGS, INC. (Formerly Hypermedia Communications, Inc.) NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS September 30, 2001 Note 1: PRESENTATION The condensed balance sheet of the Company as of September 30, 2001, the related condensed statements of operations for the three and nine months ended September 30, 2001 and 2000 and the statements of cash flows for the nine months ended September 30, 2001 and 2000 included in the condensed financial statements have been prepared by the Company without audit. In the opinion of management, the accompanying condensed 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 nine months ended September 30, 2001 are not necessarily indicative of the results of operations for the full year or any other interim period. The information included in this Form 10-QSB should be read in conjunction with Management's Discussion and Analysis and Financial Statements and notes thereto included in the Hypermedia Communications, Inc.'s December 31, 2000 Form 10-K. NOTE 2 - SUPPLEMENTAL CASH FLOW INFORMATION During the nine months ended September 30, 2001, the Company had the following non-cash transactions: The Company issued 35,000,000 shares of common stock for payment of debt. Item 2. PLAN OF OPERATIONS This report contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. The Company's actual results could differ materially from those set forth on the forward looking statements as a result of the risks set forth in the Company's filings with the Securities and Exchange Commission, general economic conditions, and changes in the assumptions used in making such forward looking statements. General Univercell Holdings, Inc. (formerly HyperMedia Communications, Inc.), (the "Company") was incorporated in California in August 1989. The Company sold all of its assets in December 2000 and currently has no operations in 2001 and plans to locate and consummate a reverse merger or reverse acquisition with an unidentified private entity. The Company's ability to commence operations is contingent upon its ability to identify a prospective target business. Therefore, any comparisons to operating results in prior periods are irrelevant. The Company has entered into an agreement to acquire Univercell Global Phone Rental, Inc. ("Univercell"). Under the agreement, Univercell will become a wholly owned subsidiary of the Company upon the completion of the transfer of 35,000,000 shares from the majority shareholder of the Company to the shareholders of Univercell. The Company and the majority shareholder will cancel any outstanding preferred shares 10 days after the closing of the agreement. The 35,000,000 shares are currently held in escrow until the Company receives an audit of Univercell and an appropriate business plan that is to be deemed satisfactory by the Company. The stock purchase agreement and share agreement have been approved by the Company's and Univercell's Board of Directors. In connection with the agreement the Company changed its name to Univercell Holdings, Inc. Item 3. Quantitative and Qualitative Disclosures about Market Risk Our cash equivalents are subject to interest rate risk and will fall in value in the event the market rate increases. However, we believe that the market risk arising from our cash equivalents is not material. Our transactions are generally conducted and our accounts are denominated in United States dollars. Thus we are not exposed to significant foreign currency risk. PART II - OTHER INFORMATION ITEM 1: Legal Proceedings - None No director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years. Item 2. Changes in Securities and Use of Proceeds - None The Company issued 35,000,000 shares of common stock to Robert Esposito for the cancellation of $7,914,192 in debt instruments held by Mr. Esposito. Mr. Esposito acquired such debt instruments pursuant to an agreement dated February 7, 2001. Item 3. DEFAULTS UPON SENIOR SECURITIES None Item 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS None Item 5. OTHER INFORMATION None Item 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits None b) Reports on Form 8-K None SIGNATURES In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. UNIVERCELL HOLDINGS, INC. (Formerly Hypermedia Communications, Inc.) Date: December 4, 2001 By: /s/ Robert Esposito ------------------------------ Robert Esposito President Secretary and Director

HYPERMEDIA COMMUNICATIONS INC 10-Q/A