SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB
                                   (Mark one)
[X]  Annual report under section 13 or 15(d) of the Securities Exchange Act of
                                      1934
                  For the fiscal year ended December 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: 000-32091

                                UCELLIT.COM INC.
                 (Name of small business issuer in its charter)

                Washington                                  91-2022701
      (State or other jurisdiction of                    (I.R.S. Employer
       incorporation or organization)                   Identification No.)

               2445 West 16
         Vancouver, British, Canada                          V6K 3B9
  (Address of principal executive offices)                  (Zip Code)

                    Issuer's telephone number: (604) 685-4321

Securities registered under Section 12(b) of the Act:

(Title of Class)                        Name of exchange on which registered
None                                    None

Securities registered under Section 12(g) of the Act:

Common Stock, $0.0001 par value
(Title of class)

Check  whether  the Issuer (1) filed all reports required to be filed by Section
13  or  15(d)  of  the Securities 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  | |   No  |X|

 Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [ ]

Registrant's revenues for its most recent fiscal year: $Nil


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The aggregate market value of the voting stock held by non-affiliates of the
registrant on December 22, 2003, computed at the price which the stock was sold,
was $15,000. There is no market for the common stock.

On December 22, 2003, the registrant had 2,250,000 shares of Common Stock,
$0.0001 par value per share, issued and outstanding.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT: Yes [ ] No [X]



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                                UCELLIT.COM INC.

INDEX TO
ANNUAL REPORT ON FORM 10-KSB
FOR THE TWELVE MONTH PERIOD ENDED DECEMBER 31, 2001


PART  I                                                                  PAGE

Item  1  Description of Business . . . . . . . . . . . . . . . . . . .         4
Item  2  Description of Property . . . . . . . . . . . . . . . . . . .        13
Item  3  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . .        13
Item  4  Submission of Matters to a Vote of Security Holders . . . . .        13

PART II

Item  5  Market for Common Equity and Related Stockholder Matters. . .        13
Item  6  Management's Discussion and Analysis. . . . . . . . . . . . .        14
Item  7  Financial Statements. . . . . . . . . . . . . . . . . . . . .15 and F-1
Item  8  Changes In and Disagreements With Accountants
         on Accounting Disclosure. . . . . . . . . . . . . . . . . . .        15
Item  8A Controls and Procedures . . . . . . . . . . . . . . . . . . .        15


PART III

Item  9  Directors, Executive Officers, Promoters and Control Persons;
         Compliance With Section 16(a) of the Exchange Act . . . . . .        16

Item  10 Executive Compensation. . . . . . . . . . . . . . . . . . . .        17
Item  11 Security Ownership of Certain Beneficial Owners and Management       17
Item  12 Certain Relationships and Related Transactions. . . . . . . .        18
Item  13 Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . .        18
Item  14 Principal Accountant Fees and Services. . . . . . . . . . . .        18


SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        19




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                                     PART  I



ITEM 1. DESCRIPTION OF BUSINESS

     GENERAL

Ucellit.com  was incorporated under the laws of the State of Washington on March
14,  2000,  and  is  in  the  developmental  and  promotional  stages.  To date,
Ucellit.com's  only  activities  have been organizational, directed at acquiring
its  principal  asset,  raising  its initial capital and developing its business
plan.  Ucellit.com  has  not commenced commercial operations. Ucellit.com has no
full  time  employees  and  owns  no  real  estate.

The  Company  is  in  the  development  stage.  In  a development stage company,
management  devotes  most  of  its  activities  in  developing  a market for its
products.  Planned  principal  activities have not yet begun. The ability of the
Company  to  emerge  from  the  development  stage  with  respect to any planned
principal  business  activity  is dependent upon its successful efforts to raise
additional  equity  financing  and/or  attain profitable operations. There is no
guarantee  that  the  Company will be able to raise any equity financing or sell
any  of  its  products  at  a  profit.  In  the  accompanying  audited financial
statements  at footnote 1 and in the independent auditor's report dated November
21,  2003, our independent auditors have express substantial doubt regarding the
Company's  ability  to  continue  as  a  going  concern.

     ACQUISITION OF THE LICENSE

On  March  20,  2000,  Ucellit.com's majority shareholder, Dr. Michael Kirsh, in
return  for 1,500,000 shares of Ucellit.com's common stock and a promissory note
for  $20,000,  transferred  to Ucellit.com his rights under that certain License
Agreement  with  Vitamineralherb.com.  The License Agreement grants an exclusive
right  to  distribute  Vitamineralherb.com  products  to  health  and  fitness
professionals  in  Ontario,  Canada  via  the  Internet.  Dr. Kirsh acquired the
license  under  the terms of a settlement agreement by and between Dr. Kirsh and
Mortenson  & Associates, an affiliate of Vitamineralherb.com. Under the terms of
the  settlement  agreement,  Vitamineralherb.com,  an  affiliate  of Mortenson &
Associates,  granted  to Dr. Kirsh the license to distribute Vitamineralherb.com
products  in  part for his agreement not to pursue his individual claims against
Mortenson  &  Associates.  Vitamineralherb.com  operates  an  Web  site  at
www.vitamineralherb.com.

     THE LICENSE

Ucellit.com  has  a  three  year  license to market and sell vitamins, minerals,
nutritional  supplements,  and  other  health  and  fitness  products to medical
professionals,  alternative  health  professionals,  martial  arts  studios  and
instructors,  sports  and  fitness  trainers,  other  health  and  fitness
professionals, school and other fund raising programs and other similar types of
customers  via  the  Internet  for  sale  to  their  clients. The license grants
Ucellit.com  an  exclusive  license  for  the  territory of Ontario, Canada. The
license  will be automatically renewed unless Ucellit.com or Vitamineralherb.com
gives  the  other notice of its intent not to renew. We have not received such a
notice.


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<PAGE>
As a licensee of Vitamineralherb.com, Ucellit.com eliminates the need to develop
products,  store  inventory,  build  and  maintain  a website, establish banking
liaisons,  and  develop  a  fulfillment  system, thereby enabling Ucellit.com to
focus  strictly  on  marketing and sales. Ucellit.com plans to target health and
fitness  professionals  in  Ontario, Canada who wish to offer health and fitness
products  to  their  customers.

Ucellit.com  (and its future customers) will have access to all products offered
on  the  Vitamineralherb  website,  as  well  as  the  ability  to  order
custom-formulated  and  custom-labeled  products.  Vitamineralherb.com  sets the
price  for  products  based  on  the  manufacturer's price, plus a mark up which
Ucellit.com  and  Vitamineralherb.com  share  equally.  Three different labeling
options  are  available  to  customers:  First, products may be ordered with the
manufacturer's  standard  label  with  no  customization. Second, the fitness or
health  professional  may  customize the labels by adding its name, address, and
phone  number  to  the  standard  label.  In most cases, these labels would be a
standardized  label  with  product  information and a place on the label for the
wording  "Distributed  by."  This gives these health and fitness professionals a
competitive  edge.  Third, labels may be completely customized for the health or
fitness  professional.

When  a  fitness  or  health  professional  becomes  a  client,  Ucellit.com's
salesperson  will show the client how to access the Vitamineralherb website. The
client  is  assigned  an  identification number that identifies it by territory,
salesperson,  and  business  name, address, and other pertinent information. The
health  or  fitness professional may then order the products it desires directly
through  the  Vitamineralherb.com website, paying for the purchase with a credit
card,  electronic  check  ("e-check"),  debit  card,  or by mailing a check. All
products  are  shipped  by  the manufacturer directly to the professional or its
clients.  At  this  time,  www.vitamineralherb.com only accepts mailed in orders
from  customers.

The  Web  site  is  maintained by Vitamineralherb.com, and each licensee pays an
annual  website  maintenance  fee  of  $500.  We  have  not  paid  any  fee  to
Vitamineralherb.com. because their Web site was not started until early 2003 and
we  have  not  had  a  sales  force  to obtain customers as yet. The license was
written-off  to  operations.  However, it is our intention to determine if it is
economically  feasible  to  commercially  exploit  a  business  plan.


All  e-commerce  financial  transactions  are  handled  by Vitamineralherb.com's
Internet  clearing  bank.  The Vitamineralherb webmaster downloads e-mail orders
several  times a day, checks with clearing bank for payment and then submits the
product  order  and electronic payment to the supplier. Vitamineralherb.com will
then  forward  the  money  due  Ucellit.com  via  electronic  funds  transfer.
Vitamineralherb's  software  will  track  all  sales  through  the  customer's
identification number, and at month end, e-mail to Ucellit.com a detailed report
including  sales  commissions.  Vitamineralherb  has  indicated that it will use
e-commerce advertising such as banner ads on major servers and websites, as well
as  trying  to  insure  that  all  major search engines pick Vitamineralherb.com
first.  Sales  originating  from  the  website  to customers located in Ontario,
Canada  will automatically be assigned to Ucellit.com, whether or not originated
by  Ucellit.com's  marketing  efforts.  Mailed in orders to Vitamineralherb.com.
will  result  in  Vitamineralherb.com.  paying  us  a  commission for sales from
Ontario,  Canada.

Vitamineralherb.com  warrants:  that  the  products  are fit for the purpose for
which  produced except for custom formulated products, which Vitamineralherb.com
warrants  will  be  manufactured in accordance with Ucellit.com's specifications
and  comply  with  all applicable laws; that all labels correctly and accurately
describe  the  product  and  comply  with  all  applicable  laws;  and  that all
suppliers'  manufacturing  facilities  comply  with  all  applicable  laws.
Vitamineralherb.com has agreed under the license to indemnify, hold harmless and
defend  Ucellit.com's  and its related parties from and against any loss, claim,
and  expense  incurred  as  a  consequence  of breach of the product warranties.

Vitamineralherb.com  has  granted  a  total  of 43 Vitamineralherb.com licenses.
Ucellit  has  no  plans  to acquire the rights to distribute Vitamineralherb.com
products  in  other  territories.

     BACKGROUND ON THE MANUFACTURER AND DISTRIBUTOR

Vitamineralherb.com  entered into a Manufacturing Agreement, dated June 9, 2000,
with  Ives  Formulation  Co.,  of  San  Diego, California. Ives Formulation is a


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<PAGE>
wholly-owned subsidiary of Ives Health Company, Inc., a public company traded on
the Bulletin Board under the symbol "IVEH". Ives Formulation has been a contract
manufacturer of vitamin, mineral, nutritional supplement, and alternative health
products  for various marketing organizations. In addition to a line of standard
products,  Ives  Formulation  is able to manufacture custom blended products for
customers,  and to supply privately labeled products for Ucellit.com's customers
at  a  minimal  added  cost.  Vitamineralherb.com  has just begun developing its
vitamin  marketing  and  distributorship  business.

Vitamineralherb.com  currently  offers  over  60  products  through its website,
through its current supplier, Ives Formulation. Vitamineralherb.com plans to add
other  suppliers  in  the  future.

     IMPLEMENTATION OF BUSINESS PLAN: MILESTONES

Ucellit.com's  business  plan  is  to  determine  the  feasibility  of  selling
Vitamineralherb.com  products  to targeted markets. Should Ucellit.com determine
that  its business plan is feasible, it intends to employ salespeople to call on
medical  professionals,  alternative  health professionals, martial arts studios
and  instructors,  sports  and  fitness  trainers,  other  health  and  fitness
professionals, school and other fund raising programs and other similar types of
customers  to  interest  these  professionals  in  selling  to  their  clients
high-quality,  low-cost  vitamins,  minerals, nutritional supplements, and other
health  and  fitness  products.  These  professionals would sell the products to
their  clients  via the Internet. Ucellit.com will achieve implementation of its
business  plan  by  meeting  the  following  milestones:

-    MILESTONE  1  - MARKET SURVEY. In order to determine the feasibility of its
     business plan, Ucellit.com must conduct research into the various potential
     target  markets.  The  market  analysis  research  will likely consist of a
     telephone survey to 100-200 potential clients, focusing on three or four of
     the  core  target  markets,  such  as  chiropractors,  health  clubs,  and
     alternative  medicine  practitioners.  The  survey  would  likely  contain
     questions which would determine the marketing approach and acceptability of
     specific  products.

-    MILESTONE  2:  -  HIRE  SALESPEOPLE.  Should Ucellit.com determine that the
     exploitation  of  the  license  is  feasible,  it  will then have to engage
     salespeople  to  market  the products. Ucellit.com expects that it may hire
     two  salespeople  during  its  first  year of operation. The hiring process
     would  include running advertisements in the local newspaper and conducting
     interviews.  It is anticipated that hiring the salespeople may take four to
     eight  weeks.  The  cost  of  hiring  the  salespeople,  not  including
     compensation,  is  estimated  at  $20,000.

-    MILESTONE  3: ESTABLISH AN OFFICE. Ucellit.com would then have to establish
     an  office  or  offices  for  the  sales force in the appropriate market or
     markets.  This  would  include  an  office, equipment such as computers and
     telephones,  and  sample  inventory  for the salespeople. It is anticipated
     that  it  may  take eight to twelve weeks to locate acceptable office space
     and  select and purchase equipment. The expense of office rental, equipment
     and  inventory  samples  is  estimated  to  be  $45,000  per  year.

-    MILESTONE 4: DEVELOPMENT OF ADVERTISING CAMPAIGN. The next step would be to
     develop an advertising campaign, including establishing a list of prospects
     based  on  potential clients identified in the market survey, and designing
     and  printing  sales  materials.  It  is  anticipated  that  it  would take


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<PAGE>
     approximately  six  to  ten  weeks  to  develop  the  advertising campaign,
     although,  depending  on  the  availability  of resources, Ucellit.com will
     attempt  to develop its advertising campaign concurrently with establishing
     an  office.  The  cost  of  developing  the  campaign  is  estimated  at
     approximately  $12,000  per  year.

-    MILESTONE  5:  IMPLEMENTATION  OF  ADVERTISING  CAMPAIGN/SALES  CALLS.
     Implementation  of  the  advertising  campaign would begin with mailing the
     sales  materials  to the identified list of prospects. Approximately two to
     four weeks thereafter, the salespeople would begin telephone follow ups and
     scheduling  of  sales  calls.  Although  it will be necessary to make sales
     calls  throughout  the  life of the company, it is estimated that the first
     round  of  sales  calls  will  take  approximately eight to twelve weeks to
     complete.  The cost of salary and expenses for two salespeople is estimated
     at  $248,000  per  year.

-    MILESTONE 6: ACHIEVE REVENUES. It is difficult to quantify how long it will
     take  to  convert  a sales call into actual sales and revenues. Ucellit.com
     will  not  begin receiving orders until its sales force is able to convince
     potential clients to begin offering such products to their customers, or to
     convert  from  an  existing  supplier. Ucellit.com hopes that clients would
     begin  placing  orders  within  for  weeks of a sales call, but it may take
     several  months  before  people  begin  to  purchase  products.  Moreover,
     customers  may  not  be willing to pay for products at the time they order,
     and  may  insist  on  buying  on  account,  which delay receipt of revenues
     another month or two. Assuming the Vitamineralherb.com license proves to be
     feasible,  in  a  best  case  scenario

We believe that the delay from 2000 until 2003 for Vitamineralherb.com to have a
Web site is related to Vitamineralherb.com's inability to raise money for itself
because  of  the  dot-com  market  crash  in  2000.  As  a  result  of
Vitamineralherb.com's  failure to have a Web site and the dot-com crash in 2000,
we  had  been  unable  to  raise  funds  or  recruit  sales  people.

As  discussed more fully in the Management's Discussion and Analysis - Liquidity
and  Capital  Resources  section,  Ucellit.com  will  have  to obtain additional
financing  through  an  offering  or  through  capital  contributions by current
shareholders.  No  commitments  to  provide  additional  funds have been made by
management  or  shareholders.  Accordingly,  there  can be no assurance that any
additional funds will be available on terms acceptable to Ucellit.com or at all.

     INDUSTRY BACKGROUND

     GROWTH OF THE INTERNET AND ELECTRONIC COMMERCE

The  Internet  has  become an increasingly significant medium for communication,
information  and  commerce.

     THE VITAMIN, SUPPLEMENT, MINERAL AND ALTERNATIVE HEALTH PRODUCT MARKET.

We  believe  that  there  is  a  growing awareness of vitamins, herbs, and other
dietary  supplements by the general public which has created a whole new segment
in  the  field  of  medicine  and  health care products. We believe that several
factors are driving this growth, including the segment of the population that is
concerned  with  aging  and  disease,  preventative  health  care.


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     COMPETITION

The  electronic  commerce  industry  is  new,  rapidly  evolving  and  intensely
competitive,  and  Ucellit.com  expects  competition to intensify in the future.
Barriers  to  entry are minimal and current and new competitors can launch sites
at  a  relatively  low  cost.  In addition, the vitamin, supplement, mineral and
alternative  health  product  market  is very competitive and highly fragmented,
with  no  clear  dominant leader and increasing public and commercial attention.

     Ucellit.com's  competitors  can  be  divided into several groups including:

     -    traditional  vitamins,  supplements,  minerals  and alternative health
          products  retailers;
     -    the  online  retail  initiatives  of  several  traditional  vitamins,
          supplements,  minerals  and  alternative  health  products  retailers;
     -    online  retailers  of pharmaceutical and other health-related products
          that also carry vitamins, supplements, minerals and alternative health
          products;
     -    independent  online  retailers  specializing in vitamins, supplements,
          minerals  and  alternative  health  products;
     -    mail-order  and  catalog  retailers of vitamins, supplements, minerals
          and  alternative health products, some of which have already developed
          online  retail  outlets;  and
     -    direct sales organizations, retail drugstore chains, health food store
          merchants,  mass  market  retail  chains  and various manufacturers of
          alternative  health  products.

Many  of  Ucellit.com's  potential  competitors have longer operating histories,
larger  customer  or  user  bases,  greater  brand recognition and significantly
greater  financial,  marketing  and  other  resources  than  Ucellit.com has. In
addition,  an  online  retailer may be acquired by, receive investments from, or
enter  into  other  commercial  relationships with, larger, well-established and
well-financed  companies  as  use  of the Internet and other electronic services
increases.  Competitors  have  and  may  continue to adopt aggressive pricing or
inventory  availability  policies  and  devote  substantially  more resources to
website and systems development than Ucellit.com does. Increased competition may
result  in  reduced  operating  margins  and  loss  of  market  share.

Ucellit.com  believes  that the principal competitive factors in its market are:

     -    ability  to  attract  and  retain  customers;
     -    breadth  of  product  selection;
     -    product  pricing;
     -    ability  to  customize  products  and  labeling;
     -    quality  and  responsiveness  of  customer  service.

Ucellit.com  believes  that  it can compete favorably on these factors. However,
Ucellit.com  will  have  no  control  over how successful its competitors are in
addressing  these  factors.  In  addition, with little difficulty, Ucellit.com's
online competitors can duplicate many of the products or services offered on the
Vitamineralherb.com  site.


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Ucellit.com  believes  that  traditional  retailers  of  vitamins,  supplements,
minerals  and  other  alternative  health  products  face  several challenges in
succeeding:

     -    Lack  of  convenience  and personalized service. Traditional retailers
          have limited store hours and locations. Traditional retailers are also
          unable  to  provide  consumers  with  product advice tailored to their
          particular  situation.
     -    Limited  product  assortment.  The  capital  and real estate intensive
          nature  of  store-based retailers limit the product selection that can
          be  economically  offered  in  each  store  location.
     -    Lack  of  Customer  Loyalty. Although the larger traditional retailers
          often  attract  customers,  many  of these customers are only one-time
          users.  People  are  often attractive to the name brands, but find the
          products  too  expensive.  It  is  understood  that  these are quality
          products  and  have  value,  but the multilevel structure of marketing
          often  employed  by  large  retailers  mandate  high  prices.

 As  a  result  of  the  foregoing  limitations,  Ucellit.com  believes there is
significant  unmet  demand  for an alternative shopping channel that can provide
consumers  of  vitamins,  supplements,  minerals  and  other  alternative health
products  with  a  broad array of products and a convenient and private shopping
experience.

Ucellit.com  hopes  to  attract  and  retain consumers through the following key
attributes  of  its  business:

     -    Broad  Expandable  Product Assortment. Ucellit.com's product selection
          is  substantially  larger  than that offered by store-based retailers.
     -    Low  Product  Prices.  Product  prices  can  be kept low due to volume
          purchases  through  Ucellit.com's affiliation with Vitamineralherb.com
          and  other  licensees.  Product  prices  will  also  be  lower  due to
          Ucellit.com's  lack  of  need  of  inventory  and warehouse space. All
          products  are  shipped  from  International  Formulation  and
          Manufacturing's  inventory.
     -    Accessibility  to  Customized  Products.  At  minimal cost, health and
          fitness  practitioners  may offer their customers customized products.
     -    Access  to  Personalized  Programs. Health or fitness professional can
          tailor  vitamin  and  dietary  supplement  regimes  to  their clients.

     REGULATORY ENVIRONMENT

The  manufacturing, processing, formulating, packaging, labeling and advertising
of  the  products  Ucellit.com sells may be subject to regulation by one or more
U.S.  federal  or Canadian agencies, including the Food and Drug Administration,
the  Federal  Trade  Commission, the United States Department of Agriculture and
the  Environmental  Protection Agency. These activities also may be regulated by
various  agencies  of  the  states,  localities  and  foreign countries in which
consumers  reside.

The  Consumer  Packaging  and  Labeling Act, as administered by industry Canada,
requires  that  certain information labeling be presented in a prescribed manner
on  all foods, drugs, dietary supplements and cosmetics. A product may be deemed
an  unapproved  drug  and  "misbranded"  if it bears improper claims or improper
labeling.


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The Food and Drug Administration, in particular, regulates the formulation,
manufacture, labeling and distribution of foods, including dietary supplements,
cosmetics and over-the- counter or homeopathic drugs. Under the Federal Food,
Drug, and Cosmetic Act, the Food and Drug Administration may undertake
enforcement actions against companies marketing unapproved drugs, or
"adulterated" or "misbranded" products. The remedies available to the Food and
Drug Administration include: criminal prosecution; an injunction to stop the
sale of a company's products; seizure of products; adverse publicity; and
"voluntary" recalls and labeling changes.

Food  and  Drug  Administration  regulations  require that certain informational
labeling  be  presented  in  a  prescribed  manner  on all foods, drugs, dietary
supplements  and  cosmetics.  Specifically,  the  Food,  Drug,  and Cosmetic Act
requires  that  food, including dietary supplements, drugs and cosmetics, not be
"misbranded."  A product may be deemed an unapproved drug and "misbranded" if it
bears improper claims or improper labeling. The Food and Drug Administration has
indicated  that  promotional  statements  made  about  dietary  supplements on a
company's  website may constitute "labeling" for purposes of compliance with the
provisions of the Food, Drug, and Cosmetic Act. A manufacturer or distributor of
dietary supplements must notify the Food and Drug Administration when it markets
a  product  with labeling claims that the product has an effect on the structure
or  function  of  the body. Noncompliance with the Food, Drug, and Cosmetic Act,
and  recently  enacted  amendments  to that Act discussed below, could result in
enforcement  action  by  the  Food  and  Drug  Administration.

The  Food, Drug, and Cosmetic Act has been amended several times with respect to
dietary  supplements,  most recently by the Nutrition Labeling and Education Act
of 1990 and the Dietary Supplement Health and Education Act of 1994. The Dietary
Supplement  Health and Education Act created a new statutory framework governing
the  definition, regulation and labeling of dietary supplements. With respect to
definition,  the Dietary Supplement Health and Education Act created a new class
of dietary supplements, consisting of vitamins, minerals, herbs, amino acids and
other  dietary  substances  for  human  use  to  supplement the diet, as well as
concentrates, metabolites, extracts or combinations of such dietary ingredients.
Generally,  under  the  Dietary  Supplement  Health  and  Education Act, dietary
ingredients  that were on the market before October 15, 1994 may be sold without
Food  and  Drug  Administration  pre-approval and without notifying the Food and
Drug Administration. In contrast, a new dietary ingredient, i.e., one not on the
market  before  October  15,  1994,  requires  proof that it has been used as an
article of food without being chemically altered or evidence of a history of use
or  other  evidence  of safety establishing that it is reasonably expected to be
safe.  Retailers,  in  addition  to  dietary  supplement  manufacturers,  are
responsible  for  ensuring  that  the  products they market for sale comply with
these  regulations. Noncompliance could result in enforcement action by the Food
and  Drug  Administration, an injunction prohibiting the sale of products deemed
to  be  noncompliant,  the  seizure  of  such products and criminal prosecution.

The Food and Drug Administration has indicated that claims or statements made on
a company's website about dietary supplements may constitute "labeling" and thus
be  subject  to  regulation by the Food and Drug Administration. With respect to
labeling,  the  Dietary  Supplement Health and Education Act amends, for dietary
supplements,  the  Nutrition  Labeling  and  Education  Act  by  providing  that
"statements  of  nutritional  support,"  also referred to as "structure/function
claims,"  may  be  used  in  dietary  supplement  labeling without Food and Drug
Administration  pre-approval,  provided  certain  requirements  are  met.  These
statements  may describe how particular dietary ingredients affect the structure
or  function  of  the  body,  or  the  mechanism  of  action  by which a dietary
ingredient  may  affect  body  structure  or  function, but may not state a drug
claim,  i.e.,  a claim that a dietary supplement will diagnose, mitigate, treat,
cure or prevent a disease. A company making a "statement of nutritional support"
must  possess  substantiating  evidence for the statement, disclose on the label
that  the  Food  and Drug Administration has not reviewed the statement and that
the  product  is not intended for use for a disease and notify the Food and Drug
Administration  of  the  statement  within  30 days after its initial use. It is


                                       10
<PAGE>
possible  that  the statements presented in connection with product descriptions
on  Ucellit.com's  site may be determined by the Food and Drug Administration to
be  drug  claims  rather  than  acceptable statements of nutritional support. In
addition,  some  of  Ucellit.com's  suppliers  may  incorporate  objectionable
statements  directly  in  their  product  names or on their products' labels, or
otherwise  fail  to  comply  with  applicable  manufacturing,  labeling  and
registration  requirements  for over-the-counter or homeopathic drugs or dietary
supplements.  As  a result, Vitamineralherb.com may have to remove objectionable
statements  or  products  from  its  site or modify these statements, or product
names  or  labels,  in  order  to  comply  with  Food  and  Drug  Administration
regulations.  Such  changes  could  interfere  with  Ucellit.com's  marketing of
products  and  could  cause  us  to  incur  significant  additional  expenses.

In  addition,  the  Dietary  Supplement  Health  and  Education  Act  allows the
dissemination of "third party literature" in connection with the sale of dietary
supplements  to  consumers  at  retail  if  the  publication  meets  statutory
requirements.  Under  the  Dietary  Supplement  Health and Education Act, "third
party  literature" may be distributed if, among other things, it is not false or
misleading,  no  particular  manufacturer  or  brand  of  dietary  supplement is
promoted,  a  balanced  view  of available scientific information on the subject
matter is presented and there is physical separation from dietary supplements in
stores.  The  extent  to which this provision may be used by online retailers is
not yet clear, and Ucellit.com cannot assure you that all pieces of "third party
literature" that may be disseminated in connection with the products Ucellit.com
offers  for  sale  will  be  determined  to  be  lawful  by  the  Food  and Drug
Administration. Any such failure could render the involved product an unapproved
drug  or a "misbranded" product, potentially subjecting us to enforcement action
by  the  Food  and  Drug  Administration,  and  could require the removal of the
noncompliant  literature  from Vitamineralherb.com's website or the modification
of  Ucellit.com's  selling  methods,  interfering  with  Ucellit.com  continued
marketing  of  that  product  and  causing  us  to  incur significant additional
expenses.  Given  the  fact that the Dietary Supplement Health and Education Act
was  enacted  only five years ago, the Food and Drug Administration's regulatory
policy  and  enforcement  positions  on certain aspects of the new law are still
evolving.  Moreover,  ongoing  and  future litigation between dietary supplement
companies  and  the  Food and Drug Administration will likely further refine the
legal  interpretations  of the Dietary Supplement Health and Education Act. As a
result,  the  regulatory status of certain types of dietary supplement products,
as  well  as the nature and extent of permissible claims will remain unclear for
the  foreseeable  future. Two areas in particular that pose potential regulatory
risk  are  the  limits  on  claims  implying some benefit or relationship with a
disease  or  related  condition  and  the application of the physical separation
requirement  for  "third  party  literature"  as  applied  to  Internet  sales.

In  addition to the regulatory scheme under the Food, Drug and Cosmetic Act, the
advertising  and promotion of dietary supplements, foods, over-the-counter drugs
and  cosmetics  is  subject  to  scrutiny  by  the Federal Trade Commission. The
Federal  Trade  Commission  Act  prohibits  "unfair or deceptive" advertising or
marketing  practices, and the Federal Trade Commission has pursued numerous food
and  dietary supplement manufacturers and retailers for deceptive advertising or
failure to substantiate promotional claims, including, in many instances, claims
made  via  the  Internet.  The  Federal  Trade  Commission has the power to seek
administrative  or  judicial  relief  prohibiting  a  wide variety of claims, to
enjoin future advertising, to seek redress or restitution payments and to seek a
consent  order and seek monetary penalties for the violation of a consent order.
In  general, existing laws and regulations apply fully to transactions and other
activity  on  the  Internet.  The  Federal Trade Commission is in the process of
reviewing its policies regarding the applicability of its rules and its consumer
protection  guides to the Internet and other electronic media. The Federal Trade
Commission  has  already undertaken a new monitoring and enforcement initiative,
"Operation  Cure-All,"  targeting allegedly bogus health claims for products and
treatments  offered  for  sale  on  the  Internet.  Many states impose their own
labeling  or  safety  requirements  that  differ from or add to existing federal
requirements.


                                       11
<PAGE>
Ucellit.com  cannot  predict  the  nature  of  any future U.S. or Canadian laws,
regulations,  interpretations  or applications, nor can it determine what effect
additional  governmental  regulations  or  administrative  orders,  when  and if
promulgated,  would  have on its business in the future. Although the regulation
of  dietary  supplements  is  less  restrictive  than  that  of  drugs  and food
additives,  Ucellit.com  cannot assure you that the current statutory scheme and
regulations  applicable  to  dietary  supplements  will remain less restrictive.
Further,  Ucellit.com  cannot  assure  you  that,  under  existing  laws  and
regulations,  or  if  more  stringent  statutes  are  enacted,  regulations  are
promulgated  or enforcement policies are adopted, it is or will be in compliance
with these existing or new statutes, regulations or enforcement policies without
incurring  material  expenses  or  adjusting  its  business  strategy. Any laws,
regulations, enforcement policies, interpretations or applications applicable to
Ucellit.com's  business  could  require the reformulation of certain products to
meet new standards, the recall or discontinuance of certain products not capable
of  reformulation,  additional  record  keeping,  expanded  documentation of the
properties  of  certain  products,  expanded or different labeling or scientific
substantiation.

     REGULATION OF THE INTERNET

In  general,  existing  laws  and  regulations  apply  to transactions and other
activity  on  the Internet; however, the precise applicability of these laws and
regulations  to  the  Internet is sometimes uncertain. The vast majority of such
laws  were  adopted prior to the advent of the Internet and, as a result, do not
contemplate or address the unique issues of the Internet or electronic commerce.
Nevertheless,  numerous  federal  and  state  government  agencies  have already
demonstrated significant activity in promoting consumer protection and enforcing
other  regulatory  and disclosure statutes on the Internet. Additionally, due to
the  increasing  use of the Internet as a medium for commerce and communication,
it  is possible that new laws and regulations may be enacted with respect to the
Internet  and  electronic commerce covering issues such as user privacy, freedom
of  expression,  advertising,  pricing,  content  and  quality  of  products and
services,  taxation,  intellectual property rights and information security. The
adoption  of such laws or regulations and the applicability of existing laws and
regulations  to the Internet may impair the growth of Internet use and result in
a  decline  in  Ucellit.com's  sales.

A number of legislative proposals have been made at the federal, state and local
level,  and  by  foreign  governments, that would impose additional taxes on the
sale  of  goods  and  services  over the Internet, and certain states have taken
measures to tax Internet-related activities. Although Congress recently placed a
three-year  moratorium  on  new  state  and local taxes on Internet access or on
discriminatory  taxes  on electronic commerce, existing state or local laws were
expressly  excepted  from  this  moratorium.  Further,  once  this moratorium is
lifted,  some  type  of  federal and/or state taxes may be imposed upon Internet
commerce.  Such  legislation  or  other attempts at regulating commerce over the
Internet may substantially impair the growth of commerce on the Internet and, as
a result, adversely affect Ucellit.com's opportunity to derive financial benefit
from  such  activities.

     EMPLOYEES

Ucellit.com  is  a  development  stage  company  and currently has no employees.
Ucellit.com  is  currently  managed  by  Mark Epstein, Esq. its sole officer and
director.  Ucellit.com  looks  to Mr. Epstein for his entrepreneurial skills and
talents.  Management  plans  to  use  consultants,  attorneys and accountants as
necessary  and  does  not  plan  to  engage  any full-time employees in the near
future.  Ucellit.com may hire marketing employees based on the projected size of
the market and the compensation necessary to retain qualified sales employees. A
portion  of  any employee compensation likely would include the right to acquire
stock  in  Ucellit.com,  which would dilute the ownership interest of holders of
existing  shares  of  its  common  stock.


                                       12
<PAGE>
     AVAILABLE INFORMATION

Ucellit.com is subject to the information and periodic reporting requirements of
the  Securities Exchange Act and, accordingly, will file periodic reports, proxy
statements  and  other  information with the Securities and Exchange Commission.
Such  periodic reports, proxy statements and other information will be available
for inspection and copying at the Commission's public reference room, located at
450  Fifth  Street  N.W.,  Washington  D.C. 20549. Please call the Commission at
1-800-SEC-0330  for  further  information  about  the  public  reference  rooms.
Ucellit.com's  filings with the Commission are also available to the public from
the  Commission's  website  at  http://www.sec.gov.

ITEM 2. DESCRIPTION OF PROPERTY

Ucellit.com  currently maintains limited office space, occupied by Mark Epstein,
Esq., for which it pays no rent. Its address is 2445 West 16, Vancouver, British
Columbia  V6K  3B9,  Canada  and its phone number is (604) 685-4321. Ucellit.com
does not believe that it will need to obtain additional office space at any time
in  the  foreseeable  future  until its business plan is more fully implemented.

ITEM  3.       LEGAL  PROCEEDINGS

     None.



ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

No  matters  were  submitted  to the shareholders during the twelve month period
ended  December  31,  2002.



                                    PART II



ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

No  established  public  trading  market  exists  for  Ucellit.com's securities.
Ucellit.com  has  no  common  equity  subject to outstanding purchase options or
warrants.  Ucellit.com  has  no  securities  convertible into its common equity.

As  of  December  22,  2002,  there  were  2,250,000  shares  of  common  stock
outstanding,  held  by  50  shareholders  of  record.

To  date Ucellit.com has not paid any dividends on its common stock and does not
expect  to  declare  or pay any dividends on its common stock in the foreseeable
future. Payment of any dividends will depend upon Ucellit.com's future earnings,
if  any,  its  financial  condition, and other factors as deemed relevant by the
Board  of  Directors.

     We do not have any outstanding stock options, nor is there any stock option
plan.

RECENT SALES OF UNREGISTERED SECURITIES

No  sales  of  unregistered securities occurred during the fourth quarter of the
year  ended  December  31,  2002.


                                       13
<PAGE>
ITEM  6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
OPERATION  AND  RESULTS  OF  OPERATIONS.


Certain  statements  contained  in  this  Report, including, without limitation,
statements containing the words, "believes," "anticipates," "expects," and other
words  of  similar  import,  constitute  "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. Such forward-looking
statements  involve  known  and  unknown  risks, uncertainties and other factors
which  may  cause the actual results, performance or achievements of Ucellit.com
Inc.  Inc.  to  be materially different from any future results, performance, or
achievements  expressed  or  implied  by  such forward-looking statements. Given
these  uncertainties,  readers are cautioned not to place undue reliance on such
forward-looking  statements. uncertainties and other factors which may cause the
actual  results,  performance  or achievements of Ucellit.com Inc. disclaims any
obligation to update any such factors or to announce publicly the results of any
revision  of  the  forward-looking  statements  contained  or  incorporated  by
reference  herein  to  reflect  future  events  or  developments.

The  following  discussion and analysis of the Company's financial condition and
results  of  operations  should  be  read  in  conjunction  with  the  Financial
Statements  and accompanying notes and the other financial information appearing
elsewhere  in  this  Form  10-KSB.  This  Form  10-KSB  contains, in addition to
historical  information,  forward-looking  statements  that  involve  risks  and
uncertainties. Actual results could differ materially from the results discussed
in  the  forward-looking  statements.  Factors that could cause or contribute to
such  differences  include  those  discussed  below,  as well as those discussed
elsewhere  in  this  Form  10-KSB.

PLAN OF OPERATION

During  the  period from March 14, 2000 (date of inception) through December 31,
2002,  the  Company  has engaged in no significant operations other than raising
$15,000  and  issuing  750,000  common  shares,  organizational  activities  and
acquisition  of  the rights to market Vitamineralherb products. No revenues were
received  by  the  Company  during  this  period.

For  the  current  fiscal  year,  the  Company anticipates incurring a loss as a
result  of  expenses  associated  with  setting  up a company structure to begin
implementing  its business plan. The Company's business plan is to determine the
feasibility  of  marketing the Vitamineralherb products in various markets, and,
if  the  products  prove  to  be  in  demand,  begin  marketing  and  selling
Vitamineralherb  products.

Our  business  plan  is  to  determine  the  feasibility  of  marketing  the
Vitamineralherb products in various markets, and, if the products prove to be in
demand,  begin  marketing  and  selling  Vitamineralherb  products.

We  will  have  to  obtain  additional  financing through an offering or through
capital  contributions  by  current  shareholders.  No  commitments  to  provide
additional  funds  have  been  made  by management or shareholders. Accordingly,
there  can  be no assurance that any additional funds will be available on terms
acceptable  to  us or at all.  If we do not raise additional funds we may not be
able  to  continue  as  a  going  concern.

LIQUIDITY.  At  December  31,  2002,  we  had  on  hand  ash  of  $1,168.
The Company has historically satisfied its capital needs by short term borrowing
from  related  parties,  and  by  issuing  equity  securities.


                                       14
<PAGE>
The  Company  used  these  sources  to  provide  a  portion  of  operating  cash
requirements  to  make  up  for  a cash shortfall from operating activities. The
operation,  development  and  expansion  of our business will require additional
capital  infusions  for  the  foreseeable  future.

The  Company  has  not achieved profitable operations and has suffered losses of
$55,282  since  inception  through  December  31,  2002.

The  founding shareholder paid for organizational expenses and offering costs in
the  amount  of  $8,000  which  was  added to the $20,000 note payable. The note
payable  is  unsecured  non-interest  bearing  and  has  no  specific  terms  of
repayment.

In  order  to determine the feasibility of its business plan, the Company plans,
during  the next twelve months, to conduct research into these various potential
target  markets.  Should  the  Company  determine  that  the exploitation of the
license  is  feasible,  it will engage salespeople to market the products. Based
primarily  on discussions with the licensor, the Company believes it will need a
capital  infusion  of approximately $55,000 to achieve a sustainable sales level
where ongoing operations can be funded out of revenues. This capital infusion is
intended  to  cover costs of advertising, hiring and paying two salespeople, and
administrative  expenses.  In  addition,  the  Company  will  need approximately
$260,000  in the event it determines that its market will not pay in advance and
it  will  have  to  extend  credit.  The  Company will have to obtain additional
financing  through  an  offering  of  its securities or capital contributions by
current  shareholders.

The  Company  will  need additional capital to carry out its business plan or to
engage  in  a  business  combination. No commitments to provide additional funds
have been made by management or other shareholders. Accordingly, there can be no
assurance that any additional funds will be available on terms acceptable to the
Company  or  at  all.  The  Company has no commitments for capital expenditures.

In  addition, the Company may engage in a combination with another business. The
Company  has  engaged in discussions concerning potential business combinations,
but  has  not  entered  into  any  agreement  for  such  a  combination.


MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION AND RESULTS OF
OPERATIONS.

Results of Operations
---------------------
We  had a net loss of $11,609 for the year ended December 31, 2002 compared to a
net  loss  of  $10,423  for  the year ended December 31, 2001. The approximately
$1,200  increase  in  expenses  represents  a  decrease  of  $3,000 in legal and
accounting costs, an increase of $2,600 in consulting costs, an increase of $600
in rent costs and an $1,000 increase in securities compliance and transfer agent
costs.



ITEM  7.  FINANCIAL  STATEMENTS

     The  financial  information required by this item is set forth beginning at
page  F-1.


ITEM.  8   Changes  In  and  Disagreements  With  Accountants  on Accounting and
Financial  Disclosure

     None.

Item  8A    Controls  and  Procedures

 (a)  Evaluation  of  disclosure  controls  and  procedures.

Based  on  an evaluation of the Company's disclosure controls and procedures (as
defined  in  Rule  13a-15(e)  under  the  Securities  Exchange  Act of 1934 (the
"Exchange  Act")),  the  Company's  principal  executive  officer  and principal
financial  officer  have  concluded  that as of the end of the period covered by
this  annual  report on Form 10-KSB that such disclosure controls and procedures
are effective to ensure that information required to be disclosed by the Company
in  reports  that  it  files  or  submits  under  the  Exchange Act is recorded,
processed,  summarized  and  reported  within  the  time  periods  specified  in
Securities  and  Exchange  Commission  rules  and  forms.

 (b)  Changes  in  internal  control  over  financial  reporting.

During  the  year  covered  by  this  Form  10-KSB,  there  was no change in the
Company's  internal  control  over  financial  reporting  that  has  materially
affected,  or  is reasonably likely to materially affect, the Company's internal
control  over  financial  reporting.


                                       15
<PAGE>
                                    PART  III




ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

The  following  table sets forth the name, age and position of each director and
executive  officer  of  Ucellit.com:

NAME                     AGE      POSITION

Mark  Epstein, Esq.      40       Director, President and Chief Accounting
                                  Officer

Dr. Michael Kirsh        50       Mr. Kirsh owns approximately 67% of our
                                  common stock.

In  October,  2000,  Mr. Epstein was elected as the sole officer and director of
Ucellit.com.  He  will  serve  until  the  first annual meeting of Ucellit.com's
shareholders and his successors are elected and qualified. Thereafter, directors
will be elected for one-year terms at the annual shareholders' meeting. Officers
will  hold their positions at the pleasure of the board of directors, absent any
employment  agreement.

Mr.  Epstein  is  an attorney at law and he practices law in Canada. Since 1995,
Mr.  Epstein  has  been a partner in the law firm of Epstein, Wood in Vancouver,
British  Columbia. His practice focuses on corporate and commercial transactions
and  civil  litigation.

Mr.  Epstein  has  not  filed  Forms  3,  4,  or  5.

During  the  past  five  years,  Mr.  Epstein has not been involved in any legal
proceedings  of  the  following types: personal bankruptcy, business bankruptcy,
subject  to  or  convicted  in  a  criminal  proceeding (excluding minor traffic
violations and other minor criminal offenses), subject to any order, judgment or
decree  of  a court limiting his involvement in any type of business, securities
or  banking  activities,  subject  to  a  finding by a court, the Securities and
Exchange  Commission,  or  the  Commodity  Futures  Trading  Commission  that he
violated  a  federal  or  state  securities  or  commodities  law.

Since  1996,  Dr.  Kirsh  has  worked with a group of independent investors that
acquire  private companies and conduct reverse takeovers. In a reverse takeover,
the  shareholders  of an acquired company generally end up owning all or most of
the  resulting  combined company. Before forming his investment group, Dr. Kirsh
had  invested  in both real estate and the stock market. From approximately 1986
to  1992,  Dr.  Kirsh  developed  two  dental  practices  in  Vancouver, British
Columbia,  Canada,  which  he  sold in 1992 before forming his investment group.
There  are  no  plans,  arrangements,  or  understandings pending for Ucellit to
acquire any or to be acquired by any company. Ucellit has engaged in discussions
concerning  potential  business  combinations,  but  has  not  entered  into any
agreement  for  such  a  combination.

During  the  past  five  years,  Dr.  Kirsh  has  not been involved in any legal
proceedings  of  the  following types: personal bankruptcy, business bankruptcy,


                                       16
<PAGE>
subject  to  or  convicted  in  a  criminal  proceeding (excluding minor traffic
violations and other minor criminal offenses), subject to any order, judgment or
decree  of  a court limiting his involvement in any type of business, securities
or  banking  activities,  subject  to  a  finding by a court, the Securities and
Exchange  Commission,  or  the  Commodity  Futures  Trading  Commission  that he
violated  a  federal  or  state  securities  or  commodities  law.

ITEM  10.  EXECUTIVE  COMPENSATION

No  officer or director has received any remuneration from Ucellit.com. Although
there  is  no  current  plan  in existence, it is possible that Ucellit.com will
adopt  a  plan  to  pay or accrue compensation to its officers and directors for
services  related  to  the  implementation  of  Ucellit.com's  business  plan.
Ucellit.com  has  no  stock  option,  retirement,  incentive,  defined  benefit,
actuarial,  pension  or  profit-sharing  programs  for the benefit of directors,
officers  or  other employees, but the Board of Directors may recommend adoption
of  one  or  more  such  programs  in  the future. Ucellit.com has no employment
contract  or  compensatory  plan  or  arrangement  with any executive officer of
Ucellit.com.  The director currently does not receive any cash compensation from
Ucellit.com  for  his service as a member of the board of directors. There is no
compensation  committee,  and  no compensation policies have been adopted. There
are  no  stock  option  plans.



ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT


SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The  following  table  sets  forth,  as  of  December  22,  2003,  Ucellit.com's
outstanding  common  stock  owned  of  record  or beneficially by each Executive
Officer  and  Director  and  by each person who owned of record, or was known by
Ucellit.com  to  own  beneficially,  more  than  5% of its common stock, and the
shareholdings  of  all  Executive Officers and Directors as a group. Each person
has  sole  voting  and  investment  power  with  respect  to  the  shares shown.

                                         NUMBER    PERCENTAGE
                                         SHARES     OF SHARES
NAME                                      OWNED       OWNED


Dr. Michael Kirsh,                      1,500,000          67%
5076 Angus drive
Vancouver, BC V6M 3M5 Canada

Mark Epstein, Director, President
And Chief Accounting Officer                   -0-          0%
2445 West 16
Vancouver, BC Canada  V6K 3B9

All executive officers &directors as           -0-          0%
a group (1 Individual)



                                       17
<PAGE>
ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     (a)  The  Vitamineralherb.com  license  was  assigned to the Company by Dr.
          Kirsh for consideration of 1,500,000 shares having a fair market value
          of  $15,000  and  a note payable of $20,000. The Company has estimated
          the  cost  of  the  license  to  its  former President at $24,750. The
          estimate  is  based  on  an  allocation of the former President's cash
          outlay  of  $33,000  for  common  stock  of Gentry Resources, Inc., by
          virtue  of  which  Dr.  Kirsh  obtained  the  license  as well as 100%
          ownership  (since  disposed of by Dr. Kirsh) of Gentry Resources, Inc.
          The  fair market value of $35,000, based on comparable transactions at
          the  time of acquisition, was allocated to note payable as to $20,000,
          par value as to $150 and additional paid in capital as to $14,850. The
          excess  of  fair market value over predecessor cost, being $10,250, is
          treated  as a dividend which increased the deficit. The Grantor of the
          License  is  not  related  to  the  Company.

     (b)  Dr.  Kirsh also paid for organizational expenses and offering costs in
          the  amount of $8,000 which was added to the $20,000 note payable. The
          note  payable  is  unsecured,  non-interest bearing and due on demand.

     (c)  The  value  of  consulting  services  of  $600  was contributed by the
          President  and  director  of the Company and charged to operations and
          treated  as  donated  capital.

     (d)  The  value  of  rent  of  $600  was  contributed  by the President and
          director  of  the  Company  and  charged  to operations and treated as
          donated  capital.


ITEM  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K.

     (a)  Exhibits

               31.1 Certification
               31.2 Certification
               32.1 Certification
               32.2 Certification

     (b)  Reports on Form 8-K

               None.


ITEM  14.    PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

          Disclosure is not required in this filing.



                                       18
<PAGE>
                                   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.

UCELLIT.COM  INC.


                                                 (signed)
                                                         -----------------------
Date:   December 22, 2003                  By:      /s/ Mark Epstein, Esq.
                                                 Mark Epstein, Esq.
                                                 Director, President, and
                                                 Chief Accounting Officer



 In  accordance  with the Exchange Act, this report has been signed below by the
following  persons  on behalf of the registrant and in the capacities and on the
dates  indicated.

                                                 (signed)
                                                         -----------------------
Date:   December 22, 2003                  By:      /s/ Mark Epstein, Esq.
                                                 Mark Epstein, Esq.
                                                 Director, President, and
                                                 Chief Accounting Officer




                                       19
<PAGE>
EXHIBITS

     (a)     Exhibits

               31.1 Certification
               31.2 Certification
               32.1 Certification
               32.2 Certification




                                       20
<PAGE>
Ucellit.com Inc.
(A Development Stage Company)


                                                                           Index

Independent Auditor's Report . . . . . . . . . . . . . . . . . . . . . . . . F-2

Balance Sheets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .F-3

Statements of Operations. . . . . . . . . . . . . . . . . . . . . . . . . . .F-4

Statements of Cash Flows. . . . . . . . . . . . . . . . . . . . . . . . . . .F-5

Statements of Stockholders' Deficit . . . . . . . . . . . . . . . . . . . . .F-6

Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . .F-7





<PAGE>

                                [GRAPHIC OMITTED]

MANNING ELLIOT                       [    11th floor, 1050 West Pender Street
                                     [    Vancouver, BC  Canada  V6E 3S7
CHARTERED ACCOUNTANTS                [    Phone: 604.714.3600  Fax: 604.714.3669
                                          Web:  manningelliott.com


                          Independent Auditor's Report
                          -----------------------------


To the Board of Directors and Stockholders of
Ucellit.com Inc.
(A Development Stage Company)


We  have  audited  the  accompanying  balance  sheets  of  Ucellit.com  Inc.  (A
Development  Stage  Company)  as  of  December 31, 2002 and 2001 and the related
statements  of  operations, stockholders' deficit and cash flows accumulated for
the  period from March 14, 2000 (Date of Inception) to December 31, 2002 and the
years  ended  December  31,  2002  and  2001. These financial statements are the
responsibility  of the Company's management. Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to  obtain  reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts  and  disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made  by  management,  as  well  as  evaluating  the overall financial statement
presentation.  We  believe  that  our  audits provide a reasonable basis for our
opinion.

In  our  opinion, the aforementioned financial statements present fairly, in all
material  respects,  the  financial  position of Ucellit.com Inc. (A Development
Stage  Company),  as  of  December  31,  2002  and  2001, and the results of its
operations  and  its  cash  flows accumulated for the period from March 14, 2000
(Date  of  Inception) to December 31, 2002 and the years ended December 31, 2002
and  2001,  in  conformity  with accounting principles generally accepted in the
United  States.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.  As  discussed in Note 1 to the financial
statements,  the  Company  has  not  generated  any  revenues  or  conducted any
operations  since  inception.  These  factors  raise substantial doubt about the
Company's  ability  to continue as a going concern. Management's plans in regard
to  these  matters are also discussed in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.


/s/ Manning Elliott


CHARTERED ACCOUNTANTS

Vancouver, Canada

November 21, 2003


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
Ucellit.com Inc.
(A Development Stage Company)
Balance Sheets
(expressed in U.S. dollars)



                                                                       December 31,
                                                                     2002       2001
                                                                      $          $
<S>                                                                <C>        <C>
Assets

Current Assets

  Cash                                                                1,168     7,304
  Prepaid expenses                                                        -       500
--------------------------------------------------------------------------------------
Total Current Assets                                                  1,168     7,804

License (Notes 3 and 4(a))                                                -         -
--------------------------------------------------------------------------------------
Total Assets                                                          1,168     7,804
======================================================================================


Liabilities and Stockholders' Deficit

Current Liabilities

  Accounts payable                                                    5,250     3,352
  Accrued liabilities                                                 2,250       375
  Note payable (Note 4(a) and (b))                                   28,000    28,000
--------------------------------------------------------------------------------------
Total Liabilities                                                    35,500    31,727
--------------------------------------------------------------------------------------

Stockholders' Deficit

Preferred Stock, 20,000,000 shares authorized with a par value
of $0.0001; none issued                                                   -         -

Common Stock, 100,000,000 shares authorized with a par value of
0.0001; 2,250,000 common shares issued and outstanding                 225       225

Additional Paid in Capital                                           29,775    29,775

Donated Capital (Note 4 (c) and (d))                                  1,200         -

Deficit Accumulated During the Development Stage                    (65,532)  (53,923)
--------------------------------------------------------------------------------------
Total Stockholders' Deficit                                         (34,332)  (23,923)
--------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Deficit                           1,168     7,804
======================================================================================
<FN>

Contingencies and Commitments (Notes 1 and 3)
</TABLE>


                                      F-3
    (The accompanying notes are an integral part of the financial statements)
<PAGE>
<TABLE>
<CAPTION>
Ucellit.com  Inc.
(A  Development  Stage  Company)
Statements  of  Operations
(expressed  in  U.S.  dollars)



                                                   From
                                              March 14, 2000          Year           Year
                                           (Date of Inception)       Ended           Ended
                                             to December 31,      December 31,   December 31,
                                                   2002               2002           2001
                                                    $                  $              $
<S>                                        <C>                   <C>             <C>

Revenue                                                      -               -              -
----------------------------------------------------------------------------------------------

Expenses

  Accounting and legal                                  14,884           5,697          8,687
  Amortization of license and write-off                 24,750               -              -
  Bank charges                                              51              10             41
  Consulting (Note 4(c))                                 2,600           2,600              -
  License fee                                            1,000             500            500
  Organizational and offering costs                      8,000               -              -
  Rent (Note 4(d))                                         600             600              -
  Transfer agent and regulatory                          3,397           2,202          1,195
----------------------------------------------------------------------------------------------
                                                        55,282          11,609         10,423
----------------------------------------------------------------------------------------------
Net Loss for the Period                                (55,282)        (11,609)       (10,423)
==============================================================================================

Net Loss Per Share - Basic                                               (0.01)         (0.01)
==============================================================================================

Weighted Average Shares Outstanding                                  2,250,000      2,187,000
==============================================================================================
<FN>

(Diluted loss per share has not been presented as the result is anti-dilutive)
</TABLE>


                                       F-4
    (The accompanying notes are an integral part of the financial statements)
<PAGE>
<TABLE>
<CAPTION>
Ucellit.com  Inc.
(A  Development  Stage  Company)
Statements  of  Cash  Flows
(expressed  in  U.S.  dollars)


                                                              From
                                                         March 14, 2000          Year           Year
                                                      (Date of Inception)       Ended           Ended
                                                        to December 31,      December 31,   December 31,
                                                              2002               2002           2001
                                                               $                  $              $
<S>                                                   <C>                   <C>             <C>
Cash Flows to Operating Activities

  Net loss for the period                                         (55,282)        (11,609)       (10,423)

  Adjustments to reconcile net loss to cash

    Amortization of license and write-off                          24,750               -              -
    Donated consulting and rent                                     1,200           1,200              -

Changes to operating assets and liabilities

    Prepaid expenses                                                    -             500           (500)
    Accounts payable and accrued liabilities                        7,500           3,773          3,227
    Note payable                                                    8,000               -              -
    Due to a related party                                              -               -          5,000
---------------------------------------------------------------------------------------------------------
Net Cash Used in Operating Activities                             (13,832)         (6,136)        (2,696)
---------------------------------------------------------------------------------------------------------
Cash Flows from Financing Activities

  Issuance of common stock                                         15,000               -         10,000
---------------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities                          15,000               -         10,000
---------------------------------------------------------------------------------------------------------
Increase (Decrease) in cash and cash equivalents                    1,168          (6,136)         7,304

Cash and cash equivalents - beginning of period                         -           7,304              -
---------------------------------------------------------------------------------------------------------
Cash and cash equivalents - end of period                           1,168           1,168          7,304
=========================================================================================================

Non-Cash Financing Activities

  A total of 1,500,000 shares were issued to the
  majority shareholder at a fair market value of
  $0.01 per share for the acquisition of a License
  (Notes 3 and 4(a))                                               15,000               -              -

  Less dividend deemed paid (Note 4(a))                           (10,250)              -              -

  A note payable was issued to the majority
  shareholder for the acquisition of a License
  (Notes 3 and 4(a) and (b))                                       20,000               -              -
---------------------------------------------------------------------------------------------------------
                                                                   24,750               -              -
=========================================================================================================

Supplemental Disclosures

  Interest paid                                                         -               -              -
  Income tax paid                                                       -               -              -
=========================================================================================================
</TABLE>


                                       F-5
    (The accompanying notes are an integral part of the financial statements)
<PAGE>
<TABLE>
<CAPTION>
Ucellit.com  Inc.
(A  Development  Stage  Company)
Statement  of  Stockholders'  Deficit
From  March  14,  2000  (Date  of  Inception)  to  December  31,  2002
(expressed  in  U.S.  dollars)



                                                                                            Deficit
                                                                                          Accumulated
                                                                    Additional            During the
                                                                     Paid-in     Donated  Development
                                           Shares       Amount       Capital     Capital     Stage      Total
                                              #            $            $           $          $          $
<S>                                      <C>          <C>          <C>           <C>       <C>        <C>
Balance - March 14, 2000 (Date of
Inception)                                         -            -             -         -         -          -

  Stock issued for a license at a fair
  market value of $0.01 per share          1,500,000          150        14,850         -         -     15,000

  Stock issued for cash pursuant to an
  SB-2 Registration Statement                500,000           50         4,950         -         -      5,000

  Dividend deemed paid (Note 4(a))                 -            -             -         -   (10,250)   (10,250)

Net loss for the period                            -            -             -         -   (33,250)   (33,250)
---------------------------------------------------------------------------------------------------------------

Balance - December 31, 2000                2,000,000          200        19,800         -   (43,500)   (23,500)

  Stock issued for cash pursuant to a
  private placement                          250,000           25         9,975         -         -     10,000

Net loss for the year                              -            -             -         -   (10,423)   (10,423)
---------------------------------------------------------------------------------------------------------------

Balance - December 31, 2001                2,250,000          225        29,775         -   (53,923)   (23,923)

  Donated consulting and rent                      -            -             -     1,200         -      1,200

Net loss for the year                              -            -             -         -   (11,609)   (11,609)
---------------------------------------------------------------------------------------------------------------

Balance - December 31, 2002                2,250,000          225        29,775     1,200   (65,532)   (34,332)
===============================================================================================================
</TABLE>




                                       F-6
    (The accompanying notes are an integral part of the financial statements)
<PAGE>
Ucellit.com  Inc.
(A  Development  Stage  Company)
Notes  to  the  Financial  Statements
(expressed  in  U.S.  dollars)

1.   Nature of Operations and Continuance of Business

     Ucellit.com  Inc.  herein  (the "Company") was incorporated in the State of
     Washington,  U.S.A.  on  March  14, 2000. The Company acquired a license to
     market  and  distribute  vitamins,  minerals,  nutritional supplements, and
     other  health  and fitness products in the Province of Ontario, Canada. The
     grantor  of  the  license  offers  these  products  for  sale  from various
     suppliers  on  their  Web  Site.

     The  Company  is  in the development stage. In a development stage company,
     management  devotes  most  of its activities in developing a market for its
     products.  Planned  principal activities have not yet begun. The ability of
     the  Company  to  emerge  from  the  development  stage with respect to any
     planned  principal  business  activity  is  dependent  upon  its successful
     efforts  to  raise  additional  equity  financing  and generate significant
     revenue.  There  is no guarantee that the Company will be able to raise any
     equity  financing  or  sell  any  of  its  products  at  a profit. There is
     substantial  doubt  regarding  the Company's ability to continue as a going
     concern.

     The  Company  filed an SB-2 Registration Statement with the U.S. Securities
     Exchange  Commission  which  was  declared  effective December 7, 2000. The
     Company  completed  its  offering and issued 500,000 common shares at $0.01
     per  share  for  cash  proceeds  of  $5,000  (See  Note  4(c)).

     The  Company  raised  $10,000  pursuant  to  a private placement of 250,000
     shares  at  $0.01  per  share  to one Canadian investor on October 2, 2001.
     These  shares  are  restricted  under  Rule  144.

     At  December 31, 2002, the Company had a working capital deficit of $34,332
     and  an  accumulated deficit of $65,532. The Company expects to fund itself
     in  the  next  twelve  months  by  sales  of  shares.


2.   Summary of Significant Accounting Policies

     (a)  Year End

          The Company's fiscal year end is December 31.

     (b)  Use of Estimates

          The  preparation  of  financial  statements  in  conformity  with U.S.
          generally  accepted  accounting principles 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 periods. Actual results could differ
          from  those  estimates.

     (c)  Cash and Cash Equivalents

          The Company considers all highly liquid instruments with a maturity of
          three  months  or less at the time of issuance to be cash equivalents.

     (d)  Long-Lived Assets

          The  carrying  value  of  long-lived  assets  are  evaluated  in  each
          reporting  period  to  determine if there were events or circumstances
          which  would  indicate  a  possible  inability to recover the carrying
          amount.  Such  evaluation  is  based  on  various  analyses  including
          assessing  the  Company's ability to bring the commercial applications
          to  market,  related  profitability  projections and undiscounted cash
          flows  relating  to  each  application  which  necessarily  involves
          significant  management  judgment.


                                      F-7
<PAGE>
Ucellit.com  Inc.
(A  Development  Stage  Company)
Notes  to  the  Financial  Statements
(expressed  in  U.S.  dollars)

2.   Summary of Significant Accounting Policies (continued)

     (e)  Revenue Recognition

          The  Company will receive from the Grantor of the license, commissions
          of  one-half of all the profit on all sales made through the Grantor's
          Web  Site. The commission revenue will be recognized in the period the
          sales have occurred. The Company will report the commission revenue on
          a  net  basis as the Company is acting as an Agent for the Grantor and
          does not assume any risks or rewards of the ownership of the products.
          This  policy  is  prospective  in  nature  as  the Company has not yet
          generated  any  revenue.


     (f)  Offering Costs

          In  accordance with SEC staff accounting Bulletin No. 5 offering costs
          may properly be deferred and charged against proceeds of the offering.
          The  Company  has elected to charge such offering costs to operations.

     (g)  Financial Instruments

          The carrying value of cash, accounts payable, accrued liabilities, and
          note  payable  approximate  fair  value  due  to  the relatively short
          maturity  of  these  instruments.

     (h)  Basic and Diluted Net Income (Loss) Per Share

          The  Company  computes  net income (loss) per share in accordance with
          SFAS  No.  128,  "Earnings  per  Share"  (SFAS 128). SFAS 128 requires
          presentation of both basic and diluted earnings per share (EPS) on the
          face  of  the  income statement. Basic EPS is computed by dividing net
          income  (loss)  available  to  common  shareholders (numerator) by the
          weighted average number of shares outstanding (denominator) during the
          period.  Diluted  EPS  gives  effect  to all dilutive potential common
          shares  outstanding  during  the period including stock options, using
          the  treasury stock method, and convertible preferred stock, using the
          if-converted method. In computing Diluted EPS, the average stock price
          for  the period is used in determining the number of shares assumed to
          be  purchased  from the exercise of stock options or warrants. Diluted
          EPS  excludes  all  dilutive  potential shares if their effect is anti
          dilutive.

     (i)  Comprehensive Loss

          SFAS  No. 130, "Reporting Comprehensive Income," establishes standards
          for the reporting and display of comprehensive loss and its components
          in  the  financial  statements.  As at December 31, 2002 and 2001, the
          Company has no items that represent comprehensive loss and, therefore,
          has  not  included  a  schedule of comprehensive loss in the financial
          statements.

     (j)  Recent Accounting Pronouncements

          In  May  2003,  the  FASB issued SFAS No. 150, "Accounting for Certain
          Financial  Instruments  with  Characteristics  of both Liabilities and
          Equity".  SFAS  No.  150  establishes  standards  for  how  an  issuer
          classifies  and  measures  certain  financial  instruments  with
          characteristics  of  both  liabilities and equity. It requires that an
          issuer  classify  a financial instrument that is within its scope as a
          liability  (or  an  asset  in some circumstances). The requirements of
          SFAS  No.  150  apply  to  issuers'  classification and measurement of
          freestanding financial instruments, including those that comprise more
          than  one  option  or forward contract. SFAS No. 150 does not apply to
          features  that  are  embedded  in a financial instrument that is not a
          derivative  in  its  entirety. SFAS No. 150 is effective for financial
          instruments entered into or modified after May 31, 2003, and otherwise
          is  effective  at  the beginning of the first interim period beginning
          after  June  15,  2003,  except  for  mandatory  redeemable  financial
          instruments  of  non-public  entities.  It  is  to  be  implemented by
          reporting the cumulative effect of a change in an accounting principle
          for financial instruments created before the issuance date of SFAS No.
          150  and  still  existing  at  the  beginning  of  the  interim


                                       F-8
<PAGE>
Ucellit.com  Inc.
(A  Development  Stage  Company)
Notes  to  the  Financial  Statements
(expressed  in  U.S.  dollars)


2.   Summary of Significant Accounting Policies (continued)
(j)  Recent Accounting Pronouncements (continued)

          period of adoption. Restatement is not permitted. The adoption of this
          standard  is  not  expected to have a material effect on the Company's
          results  of  operations  or  financial  position.

          In  December  2002,  the  FASB  issued  SFAS  No. 148, "Accounting for
          Stock-Based  Compensation  -  Transition and Disclosure," which amends
          SFAS  No.  123  to  provide  alternative  methods  of transition for a
          voluntary  change  to  the  fair  value based method of accounting for
          stock-based  employee  compensation. In addition, SFAS No. 148 expands
          the  disclosure requirements of SFAS No. 123 to require more prominent
          disclosures  in both annual and interim financial statements about the
          method  of  accounting  for  stock-based employee compensation and the
          effect  of  the  method  used  on  reported  results.  The  transition
          provisions  of SFAS No. 148 are effective for fiscal years ended after
          December  15,  2002.  The  disclosure  provisions  of SFAS No. 148 are
          effective for financial statements for interim periods beginning after
          December  15,  2002. The Company will adopt SFAS No. 148 on January 1,
          2003. The transition provisions do not currently have an impact on the
          Company's  financial position and results of operations as the Company
          currently  has  no  stock-based  employee  compensation.

          In  June  2002,  FASB  issued  SFAS  No.  146,  "Accounting  for Costs
          Associated  with  Exit or Disposal Activities". The provisions of this
          Statement  are  effective  for  exit  or  disposal activities that are
          initiated  after December 31, 2002, with early application encouraged.
          This  Statement addresses financial accounting and reporting for costs
          associated  with  exit  or  disposal activities and nullifies Emerging
          Issues  Task  Force  (EITF) Issue No. 94-3, "Liability Recognition for
          Certain  Employee  Termination  Benefits  and  Other  Costs to Exit an
          Activity  (including Certain Costs Incurred in a Restructuring)". This
          Statement requires that a liability for a cost associated with an exit
          or disposal activity be recognized when the liability is incurred. The
          Company  will  adopt  SFAS  No.  146 on January 1, 2003. The effect of
          adoption  of  this standard on the Company's results of operations and
          financial  position  is  being  evaluated.

          FASB  has also issued SFAS No. 145, 147 and 149 but they will not have
          any  relationship  to  the  operations  of  the  Company  therefore  a
          description  of  each  and  their  respective  impact on the Company's
          operations  have  not  been  disclosed.

3.   License

     The  Company's  only  asset  is  a  license  to  market vitamins, minerals,
     nutritional  supplements  and  other  health  and  fitness  products in the
     Province  of  Ontario,  Canada, through the Grantor's Web Site. The Company
     desires  to  market  these  products  to medical practitioners, alternative
     health  professionals,  martial  arts  studios  and instructors, sports and
     fitness  trainers, other health and fitness practitioners, school and other
     fund raising programs and other similar types of customers. The license was
     acquired  on March 20, 2000 for a term of three years. The Company must pay
     an  annual fee of $500 for maintenance of the Grantor's Web Site commencing
     on  the  anniversary  date.  The  Grantor of the license retains 50% of the
     profits.  The  license  was  written-off  to operations. However, it is the
     Company's  intention  to  determine  if  it  is  economically  feasible  to
     commercially  exploit  a  business  plan.

     See  Note 4 for consideration paid to a related party for the assignment of
     this  license.


                                       F-9
<PAGE>
Ucellit.com  Inc.
(A  Development  Stage  Company)
Notes  to  the  Financial  Statements
(expressed  in  U.S.  dollars)


4.   Related Party Transactions

     (a)  The  License  referred to in Note 3 was assigned to the Company by the
          former sole director and President of the Company for consideration of
          1,500,000  shares  having  a  fair  market value of $15,000 and a note
          payable  of $20,000. The Company has estimated the cost of the license
          to  its  former  President  at  $24,750.  The  estimate is based on an
          allocation of the former President's cash outlay of $33,000 for common
          stock  of  Gentry  Resources,  Inc.,  by  virtue  of  which the former
          President  obtained  the license as well as his continued ownership of
          Gentry  Resources,  Inc.  The  fair  market value of $35,000, based on
          comparable  transactions  at the time of acquisition, was allocated to
          note  payable  as to $20,000, par value as to $150 and additional paid
          in  capital  as  to  $14,850.  The  excess  of  fair market value over
          predecessor  cost,  being  $10,250,  is  treated  as  a dividend which
          increased  the  deficit.  The Grantor of the License is not related to
          the  Company.

     (b)  The  original  sole  shareholder also paid for organizational expenses
          and  offering  costs  in  the  amount of $8,000 which was added to the
          $20,000  note  payable.  The  note  payable is unsecured, non-interest
          bearing  and  due  on  demand.

     (c)  The  value  of  consulting  services  of  $600  was contributed by the
          President  and  director  of the Company and charged to operations and
          treated  as  donated  capital.

     (d)  The  value  of  rent  of  $600  was  contributed  by the President and
          director  of  the  Company  and  charged  to operations and treated as
          donated  capital.


5.   Income Taxes

     The  Company  has  adopted  the provisions of SFAS No. 109, "Accounting for
     Income Taxes". Pursuant to SFAS No. 109, the Company is required to compute
     tax asset benefits for net operating loss carry forwards. Potential benefit
     of net operating losses has not been recognized in the financial statements
     because  the Company cannot be assured that it is more likely than not that
     it  will  utilize  the  net  operating loss carry forwards in future years.

     The  Company  has  net  operating  loss carry forwards of $54,000 to offset
     future  years  taxable  income  expiring  in  fiscal  2015  through  2018.

     The  components  of the net deferred tax asset, the statutory tax rate, the
     effective  tax  rate  and the elected amount of the valuation allowance are
     scheduled  below:

<TABLE>
<CAPTION>
                                               2002     2001
                                                $        $
<S>                                          <C>       <C>

          Net Operating Losses                10,409   10,423
          Statutory Tax Rate                      34%      34%
          Effective Tax Rate                       -        -
          Deferred Tax Asset                   3,539    3,544
          Valuation Allowance                 (3,539)  (3,544)
     ---------------------------------------------------------

          Net Deferred Tax Asset                   -        -
     =========================================================
</TABLE>

In  assessing  the  realizability  of  deferred tax assets, management considers
whether  it is more likely than not that some portion or all of the deferred tax
assets  will not be realized. The ultimate realization of deferred tax assets is
dependent  upon  the  generation  of future taxable income during the periods in
which  those  temporary  differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities, projected future taxable income,
and  tax  planning


                                      F-10
<PAGE>
Ucellit.com  Inc.
(A  Development  Stage  Company)
Notes  to  the  Financial  Statements
(expressed  in  U.S.  dollars)

5.   Income Taxes (continued)

     strategies  in making this assessment. The amount of the deferred tax asset
     considered  realizable  could  change  materially in the near term based on
     future  taxable  income  during  the  carryforward  period.





                                      F-11
<PAGE>