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,  2000
                              -----------------------
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:      333-33852
                         --------------------

                                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
                                                               ----


<PAGE>
The  aggregate  market  value  of the voting stock held by non-affiliates of the
registrant  on March 29, 2001, computed at which the stock was sold, was $5,000,
assuming  solely  for  purposes  of  this  calculation  that  all  directors and
executive  officers  of  the  issuer  are  "affiliates."  This  determination of
affiliate  status  is  not  necessarily  a  conclusive  determination  for other
purposes.

On  March 29, 2001, the registrant had 2,000,000 shares of Common Stock, $0.0001
par  value  per  share,  issued  and  outstanding.


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


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                     UCELLIT.COM INC.

INDEX  TO
ANNUAL  REPORT  ON  FORM  10-KSB
FOR  THE  TWELVE  MONTH  PERIOD  ENDED  DECEMBER  31,  2000


PART I                                                                                PAGE
<S>                                                                                   <C>
Item 1 Description of Business . . . . . . . . . . . . . . . . . . . . . . . . . . .     4
Item 2 Description of Property . . . . . . . . . . . . . . . . . . . . . . . . . . .    13
Item 4 Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . .    14

PART II
Item 5 Market for Common Equity and Related Stockholder Matters. . . . . . . . . . .    14
Item 6 Management's Discussion & Analysis. . . . . . . . . . . . . . . . . . . . . .    14
Item 7 Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   F-1

PART III
Item 9 Directors, Executive Officers, Promoters and Control Persons; Compliance With
      Section 16(a) of the Exchange Act. . . . . . . . . . . . . . . . . . . . . . .    17
Item 10 Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . .    17
Item 11 Security Ownership of Certain Beneficial Owners and Management . . . . . . .    17
Item 12 Certain Relationships and Related Transactions . . . . . . . . . . . . . . .    19

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    19
</TABLE>


                                        3
<PAGE>
                                     PART I

ITEM  1.  DESCRIPTION  OF  BUSINESS
-----------------------------------

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.  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. 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  COMPANY

     GENERAL

Ucellit.com  was incorporated under the laws of the State of Washington on March
14,  2000,  and  is in its early 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.

     ACQUISITION  OF  THE  LICENSE

On  March 20, 2000, Ucellit.com's majority shareholder, Michael Kirsh, in return
for  1,500,000  shares  of  Ucellit.com's common stock and a promissory note for
$28,000,  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.  Mr. Kirsh acquired the
license  under  the  terms  of  a settlement agreement by and between Mr. Kirsh,
Growtex,  Inc.,  a  company  in  which  he  is the sole shareholder, officer and
director,  and  Mortenson  &  Associates,  an  affiliate of Vitamineralherb.com.
Mortenson  &  Associates had granted Growtex a license to distribute and produce
an  oxygen  enriched  water  product, called "Biocatalyst," for fish farming and
aquarium  uses.  Mortenson  &  Associates  acquired  its  right  to  sublicense
Biocatalyst  to Growtex from NW Technologies Inc. As a result of a legal dispute
between  Mortenson  &  Associates'  principal  and  NW Technologies, Mortenson &
Associates  was  unable to fulfill its obligations to Growtex under the license.
Under  the  terms of the settlement agreement, Vitamineralherb.com, an affiliate
of  Mortenson  &  Associates,  granted  to  Mr.  Kirsh the license to distribute
Vitamineralherb.com  products  in  part  for  his  agreement  not  to pursue his
individual  claims  against  Mortenson  &  Associates.

     THE  LICENSE


                                        4
<PAGE>
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.

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 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"), or debit card.  All products are shipped by
the  manufacturer  directly  to  the  professional  or  its  clients.

The  website  is  maintained  by  Vitamineralherb.com, and each licensee pays an
annual  website maintenance fee of $500.  All 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  and  customer  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.


                                        5
<PAGE>
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.
Bentley  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
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.


                                        6
<PAGE>
-    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
     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  Ucellit.com  may  receive its first
     revenues  as  early  as  July,  2001. However, a more realistic estimate of
     first  revenues  would  be  February,  2002  or  later.

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


                                        7
<PAGE>
The  Internet  has  become an increasingly significant medium for communication,
information  and  commerce.  According  to  NUA Internet Surveys, as of February
2000,  there  were approximately 275.5 million Internet users worldwide.  At the
IDC  Internet  Executive Forum held on September 28-29, 1999, IDC stated that in
1999  US $109 billion in purchases involved the Internet.  IDC's vice president,
Sean  Kaldor,  indicated  that figure is expected to increase more than ten-fold
over  the  next  five  years  to  US  $1.3  trillion  in 2003, with $842 million
completed directly over the Web.  Ucellit.com believes that this dramatic growth
presents  significant  opportunities  for  online  retailers.

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

In  recent  years,  a  growing  awareness  of vitamins, herbs, and other dietary
supplements  by  the general public has created a whole new segment in the field
of  medicine  and  health  care  products.  According to Jupiter Communications,
online  sales  of  such  products are expected to be US $434 million in the year
2003, up from $1 million in 1998.  Ucellit.com believes that several factors are
driving  this growth, including a rapidly growing segment of the population that
is  concerned  with aging and disease, a growing interest in preventative health
care,  favorable  consumer  attitudes  toward  alternative health products and a
favorable regulatory statute, the Dietary Supplement Health and Education Act of
1994.

     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.


                                        8
<PAGE>
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.

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


                                        9
<PAGE>
          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.

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


                                       10
<PAGE>
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  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


                                       11
<PAGE>
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.

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.


                                       12
<PAGE>
     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, 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.

     AVAILABLE  INFORMATION  AND  REPORTS  TO  SECURITIES  HOLDERS

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, and the
website  of 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.


                                       13
<PAGE>
ITEM  2.  DESCRIPTION  OF  PROPERTY
-----------------------------------

Ucellit.com  currently maintains limited office space, occupied by Mark Epstein,
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  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,  2000.


                                     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.
There  is  no  common  equity  that could be sold pursuant to Rule 144 under the
Securities  Act  or that Ucellit.com has agreed to register under the Securities
Act  for  sale by shareholders.  There is no common equity that is being, or has
been  publicly  proposed  to  be,  publicly  offered  by  Ucellit.com.

As  of  March 29, 2001, there were 2,000,000 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.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

On  March  20,  2000,  Ucellit.com  issued  1,500,000  shares of common stock to
Michael Kirsh in compensation, along with a promissory note for $28,000, for the
license  of  Vitamineralherb.com  rights.  The issuance of the shares was exempt
from registration under Rule 506 of Regulation D, Regulation S and sections 3(b)
and 4(2) of the Securities Act of 1933, as amended, due to Mr. Kirsh's status as
the  founder  and  initial  management  of  Ucellit.com,  and  his  status as an
accredited  investor  and  his  foreign  nationality,  and the limited number of
investors  (1).


                                       14
<PAGE>
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF  OPERATIONS
--------------

The  following  discussion and analysis of Ucellit.com'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  report.

     PLAN  OF  OPERATION

During the period from March 14, 2000 through December 31, 2000, Ucellit.com has
engaged  in  no  significant  operations  other  than organizational activities,
acquisition  of  the  rights  to  market  Vitamineralherb  and  preparation  for
registration of its securities under the Securities Act of 1933, as amended.  No
revenues  were  received  by  Ucellit.com  during  this  period.

For  the  current  fiscal  year,  Ucellit.com  anticipates incurring a loss as a
result  of  organizational expenses, expenses associated with registration under
the  Securities  Act  of 1933, and expenses associated with setting up a company
structure to begin implementing its business plan.  Ucellit.com anticipates that
until  these  procedures  are  completed, it will not generate revenues, and may
continue  to operate at a loss thereafter, depending upon the performance of the
business.

Ucellit.com'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.

     MANAGEMENT'S  DISCUSSION  & ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
     OPERATIONS

Ucellit.com  remains  in  the  development  stage  and,  since  inception,  has
experienced  no  signigicant  change  in  liquidity  or  capital  resources  or
shareholders'  equity.  Consequently,  Dynamic  Venture's  balance  sheet  as of
December 31, 2000, reflects total assets of $5,000, in the form of a license and
capitalized  organizational  costs.  Organizational expenses of $8,000 were paid
for  by  the  majority  shareholder  and  expensed  to  operations.

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 has no specific terms of
repayment.

Ucellit.com's  business  plan  is  to  determine  the  feasibility  of  selling
Vitamineralherb.com  products  to  targeted  markets.  In order to determine the
feasibility  of  its  business  plan,  Ucellit.com plans, during the next six to
twelve  months, to conduct research into these various potential target markets.
Should  Ucellit.com  determine that the exploitation of the license is feasible,
it  will  engage  salespeople  to  market  the  products.  Based  primarily  on
discussions  with  the  licensor,  Ucellit.com  believes  that  during its first
operational quarter, 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,
Ucellit.com 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.  Ucellit.com
will  have  to  obtain  additional  financing  through  an  offering  or capital
contributions  by  current  shareholders.


                                       15
<PAGE>
Ucellit.com  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
Ucellit.com or at all.  Ucellit.com has no commitments for capital expenditures.

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

In  its  Independent  Auditor's  Report,  Ucellit.com's  accountants  state that
Ucellit.com's  failure  to  generate  revenues  and conduct operations since its
inception  raise  substantial doubt about Ucellit.com's ability to continue as a
going  concern.  Ucellit.com  will  require  substantial  working  capital,  and
currently  has  inadequate  capital  to  fund  its business.  Ucellit.com may be
unable  to  raise  the funds necessary for implementing its business plan, which
could  severely  limit  its  operations  and  cause  its  stock to be worthless.


                                       16
<PAGE>
ITEM  7.  FINANCIAL  STATEMENTS
-------------------------------

                                UCELLIT.COM INC.
                          (A DEVELOPMENT STAGE COMPANY)


                                      INDEX

Independent Auditor's Report                                                 F-1

Balance Sheet                                                                F-2

Statement of Operations                                                      F-3

Statement of Cash Flows                                                      F-4

Statement of Stockholders' Equity                                            F-5

Notes to the Financial Statements                                            F-6


                                      F-1
<PAGE>
                          Independent Auditor's Report
                          ----------------------------


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


We  have  audited  the  accompanying  balance  sheet  of  Ucellit.com  Inc.  (A
Development Stage Company) as of December 31, 2000 and the related statements of
operations,  stockholders'  equity  and cash flows for the period from March 14,
2000  (Date  of  Inception) to December 31, 2000. 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  audit.

We  conducted  our  audit  in  accordance  with U.S. generally accepted auditing
standards.  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  audit  provides  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, 2000, and the results of its operations and
its  cash  flows  for  the  period  from  March  14, 2000 (Date of Inception) to
December  31,  2000,  in  conformity  with  U.S.  generally  accepted accounting
principles.

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
March  5,  2001


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


                                                                     December 31,
                                                                         2000
<S>                                                                  <C>
Current Assets
Due from a Related Company (Note 4 (c))                                     5,000
License (Notes 3 and 4 (a))                                                     -
                                                                     -------------
                                                                            5,000
                                                                     =============

                            Liabilities and Stockholders' Equity
Current Liabilities
  Accrued liabilities                                                         500
  Note payable (Note 4 (a) and (b))                                        28,000
                                                                     -------------
                                                                           28,500
                                                                     -------------

Stockholders' Equity
Common Stock, 100,000,000 common shares authorized with a par
  value of $.0001; 2,000,000 common shares issued and outstanding             200
Additional Paid in Capital                                                 19,800
                                                                     -------------
                                                                           20,000
Preferred Stock, 20,000,000 preferred shares authorized with a
  par value of $.0001; none issued                                              -
Deficit Accumulated During the Development Stage                          (43,500)
                                                                     -------------
                                                                          (23,500)
                                                                     -------------
                                                                            5,000
                                                                     =============
Contingent Liability (Note 1)
Commitment (Note 3)
</TABLE>


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
Ucellit.com  Inc.
(A  Development  Stage  Company)
Statement  of  Operations
(expressed  in  U.S.  dollars)


                                             From March 14, 2000
                                             (Date of Inception)
                                             to December 31, 2000
                                                      $
<S>                                         <C>
Revenue                                                         -
                                            ----------------------
Expenses
  Amortization of license                                  13,406
  Audit                                                       500
  License written-off                                      11,344
  Organizational expenses and offering costs                8,000
                                            ----------------------
Net Loss                                                  (33,250)
                                            ======================

Net Loss Per Share                                           (.02)
                                            ======================

Weighted Average Shares Outstanding                     1,553,000
                                            ======================
</TABLE>


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
Ucellit.com  Inc.
(A  Development  Stage  Company)
Statement  of  Cash  Flows
(expressed  in  U.S.  dollars)


                                                               From March 14, 2000
                                                               (Date of Inception)
                                                               to December 31, 2000
                                                                        $
<S>                                                           <C>
Cash Flows to Operating Activities
  Net loss                                                                  (33,250)
  Adjustment to reconcile net loss to cash
    Amortization of license                                                  13,406
    License written-off                                                      11,344
  Non-cash items
    Accrued liabilities                                                         500
    Note payable                                                              8,000
                                                              ----------------------
Net Cash Used by Operating Activities                                             -
                                                              ----------------------
Cash Flows from (to) Financing Activities
  Common stock issued                                                         5,000
  Due to a related company                                                   (5,000)
                                                              ----------------------
Net Cash Used in Financing Activities                                             -
                                                              ----------------------
Change in cash                                                                    -
Cash - beginning of period                                                        -
                                                              ----------------------
Cash - end of period                                                              -
                                                              ======================


                                      F-5
<PAGE>
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-6
<PAGE>
<TABLE>
<CAPTION>
Ucellit.com  Inc.
(A  Development  Stage  Company)
Statement  of  Stockholders'  Equity
From  March  14,  2000  (Date  of  Inception) to December 31, 2000
(expressed  in  U.S.  dollars)


                                                                                        Deficit
                                                                                      Accumulated
                                                                  Additional          During the
                                                  Common  Stock     Paid-in           Development
                                                 Shares    Amount   Capital    Total     Stage
                                                    #         $        $         $         $
<S>                                             <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)
  Net loss for the period                               -        -         -        -   (33,250)
                                                ---------  -------  --------  -------  ---------
Balance - December 31, 2000                     2,000,000      200    19,800   20,000   (43,500)
                                                =========  =======  ========  =======  =========
</TABLE>


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


1.   Development  Stage  Company

     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/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.
     There is substantial doubt regarding the Company's ability to continue as a
     going  concern.

2.   Summary  of  Significant  Accounting  Policies

     (a)  Year  End

          The  Company's  fiscal  year  end  is  December  31.

     (b)  License

          The  cost to acquire a license is capitalized as incurred. These costs
          will  be  amortized  on  a straight-line basis over twelve months. The
          carrying value of the License is 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.  The
          License has been written-off to operations as at December 31, 2000 due
          to  the  lack  of  historical  cash  flow.

     (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)  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


                                      F-8
<PAGE>
          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.

     (e)  Use  of  Estimates

          The  preparation  of financial statements in conformity with 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.

     (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.

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.

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

     The  License has been written-off to operations as at December 31, 2000 due
     to  the  lack of historical cash flow of Vitamineralherb.com. However it is
     the  Company's  intention  to  determine  if it is economically feasible to
     commercially  exploit  a  business  plan.


4.   Related  Party  Transactions

     (a)  The  License  referred to in Note 3 was assigned to the Company by the
          majority  shareholder  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
          majority  shareholder  at  $24,750.  The  estimate  is  based  on  an
          allocation  of  the  majority shareholder's cash outlay of $33,000 for
          common  stock  of  Gentry  Resources,  Inc.,  by  virtue  of which the
          shareholder 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.


                                      F-9
<PAGE>
     (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  has  no  specific  terms  of  repayment.

     (c)  The  Company advanced $5,000 to Bentleycapitalcorp.com Inc., a company
          controlled  by  the  majority  shareholder.  The advance is unsecured,
          non-interest  bearing  and  has  no  specific  terms  of  repayment.


                                      F-10
<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     37     President,  Secretary,  Treasurer,  Director

In  October,  2000,  Mr. Epstein was elected as the sole officer and director of
Ucellit.com,  of  which he is the majority stockholder.  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.

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.

Michael  Kirsh,  Ucellit.com's majority shareholder, is the majority shareholder
and  sole  officer and director of BentleyCapitalCorp.com Inc., a company with a
Vitamineralherb.com  license  for  the  territory  of  British Columbia, Canada.
BentleyCapitalCorp  has  registered  its  securities  pursuant  to  a  Form SB-2
registration  statement.  Mr.  Kirsh  is  also the sole shareholder, officer and
director  of  Gentry  Resources,  Inc.,  and  Growtex  Inc.,  both  of which are
reporting  companies  under  the  Securities  Exchange  Act  of  1934.

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.

ITEM 11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT
-------------------------------------------------------------------------------

SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND MANAGEMENT


                                       17
<PAGE>
The  following table sets forth, as of March 30, 2001, 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.

<TABLE>
<CAPTION>
                                                   PERCENTAGE
                                         SHARES     OF SHARES
NAME                                      OWNED       OWNED
--------------------------------------  ---------  -----------
<S>                                     <C>        <C>
Michael Kirsh,                          1,500,000          75%
5076 Angus drive
Vancouver, BC V6M 3M5 Canada
--------------------------------------  ---------  -----------
Mark Epstein, President                         0           0%
2445 West 16
Vancouver, BC Canada  V6K 3B9
--------------------------------------  ---------  -----------
ALL EXECUTIVE OFFICERS & DIRECTORS AS           0           0%
A GROUP (1 Individual)
--------------------------------------  ---------  -----------
</TABLE>

DESCRIPTION  OF  SECURITIES

The  following  description  of  Ucellit.com's capital stock is a summary of the
material  terms  of its capital stock.  This summary is subject to and qualified
in  its  entirety  by Ucellit.com's articles of incorporation and bylaws, and by
the  applicable  provisions  of  Washington  law.

The  authorized  capital  stock  of  Ucellit.com consists of 120,000,000 shares:
100,000,000  shares  of Common Stock having a par value of $0.0001 per share and
20,000,000  shares  of  Preferred Stock having a par value of $0.0001 per share.
The  articles  of incorporation do not permit cumulative voting for the election
of  directors,  and  shareholders  do not have any preemptive rights to purchase
shares  in  any  future  issuance  of  Ucellit.com's  common  stock.

The  holders  of  shares  of  common stock of Ucellit.com do not have cumulative
voting  rights  in connection with the election of the Board of Directors, which
means  that  the holders of more than 50% of such outstanding shares, voting for
the election of directors, can elect all of the directors to be elected, if they
so  choose,  and, in such event, the holders of the remaining shares will not be
able  to  elect  any  of  Ucellit.com's  directors.

The  holders  of  shares of common stock are entitled to dividends, out of funds
legally available therefor, when and as declared by the Board of Directors.  The
Board  of  Directors  has  never  declared  a  dividend  and does not anticipate
declaring  a  dividend  in  the  future.  Each outstanding share of common stock
entitles  the  holder thereof to one vote per share on all matters.  The holders
of  the shares of common stock have no preemptive or subscription rights. In the
event  of  liquidation, dissolution or winding up of the affairs of Ucellit.com,
holders  are  entitled  to  receive,  ratably,  the  net  assets  of Ucellit.com
available  to  shareholders  after  payment  of  all  creditors.

All  of  the  issued and outstanding shares of common stock are duly authorized,
validly  issued,  fully paid, and non-assessable.  To the extent that additional
shares  of  Ucellit.com's  common  stock  are  issued, the relative interests of
existing  shareholders  may  be  diluted.


                                       18
<PAGE>
ITEM 12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
------------------------------------------------------------

No  director,  executive  officer  or  nominee  for  election  as  a director of
Ucellit.com,  and  no owner of five percent or more of Ucellit.com's outstanding
shares  or any member of their immediate family has entered into or proposed any
transaction  in  which  the  amount  involved  exceeds  $60,000.

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.

                           By: /s/ Mark Epstein
                              -----------------
                               Mark Epstein
                               President

                           Date: March 29, 2001
                                ---------------


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.

                           By: /s/ Mark Epstein             Date: March 29, 2001
                              -----------------                  ---------------
                               Mark Epstein, President,
                               Director, Chief Financial
                               and Accounting Officer


                                       19
<PAGE>