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,  2001

                                       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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<PAGE>
The aggregate market value of the voting stock held by non-affiliates of the
registrant on April 12, 2002, computed at the price which the stock was sold,
was $15,000.  There is no market for the common stock.

On  March 29, 2001, 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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<TABLE>
<CAPTION>

                                     UCELLIT.COM INC.

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


PART I                                                                     PAGE
<S>                                                                     <C>
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

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

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


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<PAGE>
                                     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 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.

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, 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 $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. Dr. Kirsh acquired the
license under the terms of a settlement agreement by and between Dr. 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 Dr. Kirsh the license to distribute
Vitamineralherb.com products in part for his agreement not to pursue his
individual claims against Mortenson & Associates.

     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.


                                        4
<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 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 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.

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


                                        6
<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  Ucellit.com  may  receive its first
     revenues  as  early  as  July,  2001. However, a more realistic estimate of
     first  revenues  would  be  May 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

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

     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.


                                        7
<PAGE>
     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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<PAGE>
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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<PAGE>
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


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<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,  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.

As  of  April 12, 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.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

No sales of unregistered securities occurred during the fourth quarter of the
year ended December 31, 2001.


                                       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,
2001, 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.

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

Results of Operations
---------------------

We had a net loss of $10,423 for the year ended December 31, 2001 compared to a
net loss of $33,250 for the period March 14, 2000 through December 31, 2000.
This reduction in net loss is largely a result of the non-recurrence of the
licensing fee write-off of $11,344 that we accounted for in fiscal 2000, and a
non-recurrence of the costs of $8,000 for the registration on Form SB-2 that we
accounted in fiscal 2000.

Liquidity
---------

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. With our
beginning cash position of $nil and $15,000 raised pursuant to an SB-2
Registration Statement and a private placement, the Company was able to fund its
operating cash shortfall of approximately $7,700. This resulted in an increase
in cash position of approximately $7,300 at December 31, 2001.  The operation,
development and expansion of our business will likely require additional capital
infusions for the foreseeable future.

The working capital deficit at December 31, 2001 was $23,923.  The Company has
not achieved profitable operations and has suffered mounting losses of $33,250
from inception through December 31, 2001.

The Company remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
shareholders' equity. Our balance sheet as of December 31, 2001 reflects total
assets of $7,804, in the form of cash and prepaid expenses.

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.

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.


                                       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.      38       Director, President and Chief Accounting
Officer

Dr. Michael Kirsh        48       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.  Dr.  Kirsh is the majority shareholder of
Bentleycapital.com  Inc.,  a  company with a Vitamineralherb.com license for the
territory  of  British Columbia, Canada.  Bentleycapital.com Inc. has registered
its securities pursuant to a Form SB-2 registration statement and is a reporting
company.  Dr. 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.

Dr.  Kirsh  has  not  filed  Forms  3,  4,  or  5.

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.

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 April 12, 2002, 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>
                                         NUMBER    PERCENTAGE
                                         SHARES     OF SHARES
NAME                                      OWNED       OWNED
<S>                                     <C>        <C>

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)
</TABLE>


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

     (a)  The License referred to in Note 3 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 Dr. Kirsh at $24,750. The estimate is based
          on an allocation of Dr. Kirsh'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 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)  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 has no specific
          terms of repayment.

     (c)  In error, the Company deposited the $5,000 cash proceeds from its
          equity offering into Bentleycapitalcorp.com Inc.'s bank account.
          Bentleycapitalcorp.com Inc. is a company controlled by Dr. Kirsh.
          During the quarter ended March 31, 2001, the advance was repaid to the
          Company.



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

     (a)     Exhibits

                 None.

     (b)     Reports on Form 8-K

                 None.



                                       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.

Date:          April 12, 2002          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.



Date:          April 12, 2002          By:      /s/ Mark Epstein, Esq.
          ------------------------           ------------------------------
                                                Mark Epstein, Esq.
                                                Director, President, and
                                                Chief Accounting Officer


                                       19
<PAGE>
<TABLE>
<CAPTION>
Ucellit.com Inc.
(A Development Stage Company)

                                                   Index
<S>                                               <C>
Independent Auditor's Report . . . . . . . . . . .  F-1

Balance Sheets . . . . . . . . . . . . . . . . . .  F-2

Statements of Operations . . . . . . . . . . . . .  F-3

Statements of Cash Flows . . . . . . . . . . . . .  F-4

Statements of Stockholders' Equity . . . . . . . .  F-5

Notes to the Financial Statements. . . . . . . . .  F-6
</TABLE>


<PAGE>

                               [GRAPHIC  OMITED]


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, 2001 and 2000 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, 2001 and the
year  ended  December  31,  2001  and 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  audits.

We  conducted  our  audits  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  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,  2001  and  2000, and the results of its
operations  and  its  cash  flows accumulated for the period from March 14, 2000
(Date  of  Inception)  to December 31, 2001 and the year ended December 31, 2001
and  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
April  2,  2002


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


                                                                December 31,    December 31,
                                                                    2001            2000
                                                                     $               $
                                                                (unaudited)      (audited)
<S>                                                            <C>             <C>
Assets

Current Assets

  Cash                                                                 7,304               -
  Prepaid expenses                                                       500               -
  Due from a Related Company                                               -           5,000
---------------------------------------------------------------------------------------------
Total Current Assets                                                   7,804           5,000

License (Notes 3 and 4(a))                                                 -               -
---------------------------------------------------------------------------------------------
Total Assets                                                           7,804           5,000
=============================================================================================

Liabilities and Stockholders' Deficit

Current Liabilities

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

Stockholders' Deficit

Common Stock, 100,000,000 common shares authorized with
a par value of $0.0001; 2,250,000 and 2,000,000 common
shares issued and outstanding respectively                               225             200

Additional Paid in Capital                                            29,775          19,800
---------------------------------------------------------------------------------------------
                                                                      30,000          20,000
Preferred Stock, 20,000,000 preferred shares authorized with
a par value of $0.0001; none issued                                        -               -

Deficit Accumulated During the Development Stage                     (53,923)        (43,500)
---------------------------------------------------------------------------------------------
Total Stockholders' Deficit                                          (23,923)        (23,500)
---------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Deficit                            7,804           5,000
=============================================================================================

Contingent Liability (Note 1)

Commitment (Note 3)
</TABLE>


                                       F-1
    (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                                  From
                                           March 14, 2000          Year          March 14, 2000
                                        (Date of Inception)       ended       (Date of Inception)
                                          to December 31,      December 31,     to December 31,
                                                2001               2001               2000
                                                 $                  $                  $
                                            (unaudited)        (unaudited)        (unaudited)
<S>                                     <C>                   <C>             <C>
Revenue                                                   -               -                     -
--------------------------------------------------------------------------------------------------

Expenses

  Amortization of license                            13,406               -                13,406
  Accounting and legal                                9,187           8,667                   500
  Bank charges                                           41              41                     -
  License fee                                           500             500                     -
  License written-off                                11,344               -                11,344
  Organizational expenses and offering
    costs                                             8,000               -                 8,000
  Transfer agent and regulatory                       1,195           1,195                     -
--------------------------------------------------------------------------------------------------
Net Loss for the Period                             (43,673)        (10,423)              (33,250)
==================================================================================================

Net Loss Per Share                                                     (.01)                 (.02)
==================================================================================================

Weighted Average Shares Outstanding                               2,187,000             1,553,000
==================================================================================================

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


                                       F-2
    (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                                  From
                                                      March 14, 2000          Year          March 14, 2000
                                                   (Date of Inception)       ended       (Date of Inception)
                                                     to December 31,      December 31,     to December 31,
                                                           2001               2001               2000
                                                            $                  $                  $
                                                       (unaudited)        (unaudited)        (unaudited)
<S>                                                <C>                   <C>             <C>
Cash Flows to Operating Activities

 Net loss for the period                                       (43,673)        (10,423)              (33,250)

 Adjustments to reconcile net loss to cash

  Amortization of license                                       13,406               -                13,406
  License written-off                                           11,344               -                11,344

Less non-cash working capital items

  Prepaid expenses                                                (500)           (500)                    -
  Accounts payable and accrued liabilities                       3,727           3,227                   500
  Note payable                                                   8,000               -                 8,000
-------------------------------------------------------------------------------------------------------------
Net Cash Used by Operating Activities                           (7,696)         (7,696)                    -
-------------------------------------------------------------------------------------------------------------
Cash Flows from Financing Activities

  Issuance of common stock                                      15,000          10,000                 5,000
  Due to a related party                                             -           5,000                (5,000)
-------------------------------------------------------------------------------------------------------------
Net Cash Used in Financing Activities                           15,000          15,000                     -
-------------------------------------------------------------------------------------------------------------
Increase in cash                                                 7,304           7,304                     -

Cash - beginning of period                                           -               -                     -
-------------------------------------------------------------------------------------------------------------
Cash - end of period                                             7,304           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               -                15,000

 Less dividend deemed paid (Note 4(a))                         (10,250)              -               (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               -                20,000
-------------------------------------------------------------------------------------------------------------
                                                                24,750               -                24,750
=============================================================================================================

Supplemental Disclosures

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


                                       F-3
    (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, 2001
(expressed in U.S. dollars)

                                                                                            Deficit
                                                                                          Accumulated
                                                                     Additional            During the
                                                                      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)

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

Net loss for the year                                   -        -            -        -       (10,423)
-------------------------------------------------------------------------------------------------------
Balance - December 31, 2001                     2,250,000      225       29,775   30,000       (53,923)
=======================================================================================================
</TABLE>


                                       F-4
    (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.   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.

     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 $.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.


2.   Summary  of  Significant  Accounting  Policies

     (a)  Year  End

          The  Company's  fiscal  year  end  is  December  31.

     (b)  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.

     (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
          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-5
<PAGE>
2.   Summary  of  Significant  Accounting  Policies  (continued)

     (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  (paid) 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.


4.   Related  Party  Transactions

     (a)  The  License  referred to in Note 3 was assigned to the Company by Dr.
          Michael  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 Dr. Kirsh at $24,750. Dr. Kirsh
          owns  approximately  67%  of  the  common  stock  of  the Company. The
          estimate  is  based  on  an  allocation  of Dr. Kirsh'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 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)  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 has no specific
          terms  of  repayment.

     (c)  In  error,  the  Company  deposited  the $5,000 cash proceeds from its
          equity  offering  into  Bentleycapitalcorp.com  Inc.'s  bank  account.
          Bentleycapitalcorp.com  Inc.  is  a  company  controlled by Dr. Kirsh.
          During the quarter ended March 31, 2001, the advance was repaid to the
          Company.


                                       F-6
<PAGE>