Exhibit     31.2          Certification.
CERTIFICATION  OF  CHIEF  ACCOUNTING  OFFICER
I,  Mark  Epstein,  certify  that:

1.  I  have  reviewed  this  annual  report  on  Form  10-KSB  of
UCELLIT.COM  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


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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:  December  22,  2003
(signed)____________________
Mark  Epstein
/s/  Mark  Epstein
Chief  Financial  Officer




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