Securities and Exchange Commission
                             Washington, D. C. 20549

                                   FORM 10-QSB

(Mark One)

[X]  QUARTERLY  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF  1934  For  the  quarter  ended  September  30,  2002

[ ]  TRANSITION  REPORT  UNDER  SECTION  13  OR  15(d)  OF  THE  SECURITIES
     EXCHANGE  ACT  OF  1934 For the transition period from ________ to ________

                          Commission File No. 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 16th Avenue
                         Vancouver, BC  V6K 3B9  Canada
                    (Address of Principal Executive Offices)

                                 (604) 685-4321
                            Issuer's Telephone Number

Check  whether  the Issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that  the  Company  was required to file such reports), and (2) has been
subject  to  such filing requirements for the past 90 days.  Yes | |     No |X|


State the number of shares outstanding of each of the Issuer's classes of common
equity,  as  of  the latest practicable date: As of December 16, 2002, 2,250,000
shares  of  common  stock,  par  value  $.0001  are  outstanding.

Transitional Small Business Issuer Format  Yes | |   No |X|


                                        1
<PAGE>
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

Ucellit.com  Inc.
(A Development Stage Company)
Balance  Sheets
(expressed in U.S. dollars)

                                                                                September 30,    December 31,
                                                                                    2002             2001
                                                                                      $               $
                                                                                 (unaudited)      (audited)
<S>                                                                            <C>              <C>
Assets

Current Assets

  Cash                                                                                  1,977           7,304
  Prepaid expenses                                                                          -             500
--------------------------------------------------------------------------------------------------------------
Total Current Assets                                                                    1,977           7,804

License (Notes 3 and 4(a))                                                                  -               -
--------------------------------------------------------------------------------------------------------------
Total Assets                                                                            1,977           7,804
==============================================================================================================

Liabilities and Stockholders' Deficit

Current Liabilities

  Accounts payable                                                                      4,162           3,352
  Accrued liabilities                                                                   1,150             375
  Note payable (Note 4(a) and (b))                                                     28,000          28,000
--------------------------------------------------------------------------------------------------------------
Total Liabilities                                                                      33,312          31,727
--------------------------------------------------------------------------------------------------------------

Stockholders' Deficit

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

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

Deficit Accumulated During the Development Stage                                      (61,335)        (53,923)
--------------------------------------------------------------------------------------------------------------
Total Stockholders' Deficit                                                           (31,335)        (23,923)
--------------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Deficit                                             1,977           7,804
==============================================================================================================
</TABLE>


Contingent Liability (Note 1)

Commitment (Note 3)
                                       F-2

    (The accompanying notes are an integral part of the financial statements)


                                        2
<PAGE>
<TABLE>
<CAPTION>
Ucellit.com  Inc.
(A  Development  Stage  Company)
Statements  of  Operations
(expressed  in  U.S.  dollars)
(unaudited)


                                                    From
                                               March 14, 2000           Three Months              Nine Months
                                            (Date of Inception)            Ended                     Ended
                                              to September 30,         September 30,             September 30,
                                                    2002             2002         2001         2002         2001
                                                     $                 $            $            $            $
<S>                                         <C>                   <C>          <C>          <C>          <C>
Revenue                                                       -            -            -            -            -
--------------------------------------------------------------------------------------------------------------------

Expenses

  Accounting and legal                                   12,635        1,798        3,125        3,448        4,550
  Amortization of license                                13,406            -            -            -            -
  Bank charges                                               41            -           10            -           41
  License fee                                             1,000            -          500          500          500
  License written-off                                    11,344            -            -            -            -
  Organizational expenses and offering costs              8,000            -            -            -            -
  Transfer agent and regulatory                           4,659          211           38        3,464          965
--------------------------------------------------------------------------------------------------------------------
Net Loss for the Period                                 (51,085)      (2,009)      (3,673)      (7,412)      (6,056)
====================================================================================================================

Net Loss Per Share                                                         -            -            -            -
====================================================================================================================

Weighted Average Shares Outstanding                                2,250,000    2,000,000    2,250,000    2,000,000
====================================================================================================================
</TABLE>

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


                                       F-2

    (The accompanying notes are an integral part of the financial statements)


                                        3
<PAGE>
<TABLE>
<CAPTION>
Ucellit.com  Inc.
(A  Development  Stage  Company)
Statements  of  Cash  Flows
(expressed  in  U.S.  dollars)
(unaudited)


                                                 Nine Months
                                                    Ended
                                                 September 30,
                                                2002      2001
                                                 $          $
<S>                                           <C>       <C>
Cash Flows to Operating Activities

  Net loss for the period                      (7,412)    (6,056)

  Less non-cash working capital items

    Prepaid expenses                              500     (1,250)
    Accounts payable and accrued liabilities    1,585       (140)
-----------------------------------------------------------------
Net Cash Used by Operating Activities          (5,327)    (7,446)
-----------------------------------------------------------------
Cash Flows from Financing Activities

  Issuance of common stock                          -     10,000
  Due to a related party                            -      5,000
-----------------------------------------------------------------
Net Cash Used in Financing Activities               -     15,000
-----------------------------------------------------------------
Decrease (increase) in cash                    (5,327)     7,554

Cash - beginning of period                      7,304          -
-----------------------------------------------------------------
Cash - end of period                            1,977      7,554
=================================================================

Non-Cash Financing Activities                       -          -
=================================================================

Supplemental Disclosures

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


                                       F-3

    (The accompanying notes are an integral part of the financial statements)


                                        4
<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.

     The  Company  raised  $10,000  pursuant  to  a private placement of 250,000
     shares  at  $0.04  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)  Comprehensive  Income

          SFAS  No. 130, "Reporting Comprehensive Income", establishes standards
          for  the  reporting  and  display  of  comprehensive  income  and  its
          components  in the financial statements. As at September 30, 2002, the
          Company  has  no  items  that  represent  comprehensive  income  and,
          therefore,  has not included a schedule of comprehensive income in the
          financial  statements.


                                       F-4

    (The accompanying notes are an integral part of the financial statements)


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

     (f)  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.

     (g)  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.

     (h)  Interim  Financial  Statements

          These interim unaudited financial statements have been prepared on the
          same  basis  as  the annual financial statements and in the opinion of
          management,  reflect  all  adjustments,  which  include  only  normal
          recurring  adjustments,  necessary  to  present  fairly  the Company's
          financial  position,  results  of  operations  and  cash flows for the
          periods  shown.  The  results  of  operations for such periods are not
          necessarily  indicative of the results expected for a full year or for
          any  future  period.

     (i)  Recent  Accounting  Pronouncements

          On  June 29, 2001, SFAS No. 141, "Business Combinations," was approved
          by  the  Financial  Accounting  Standards Board ("FASB"). SFAS No. 141
          requires  that  the  purchase  method  of  accounting  be used for all
          business  combinations  initiated  after  June  30, 2001. Goodwill and
          certain  intangible assets will remain on the balance sheet and not be
          amortized.  On  an  annual  basis, and when there is reason to suspect
          that  their values have been diminished or impaired, these assets must
          be  tested  for  impairment,  and  write-downs  may  be necessary. The
          Company implemented SFAS No. 141 on July 1, 2001 and its impact is not
          expected  to  be  material  on  its  financial  position or results of
          operations.

          On  June  29,  2001,  SFAS  No.  142,  "Goodwill  and Other Intangible
          Assets," was approved by FASB. SFAS No. 142 changes the accounting for
          goodwill  from  an amortization method to an impairment-only approach.
          SFAS  No.  142 requires that the purchase method of accounting be used
          for  all  business  combinations  initiated  after  December 15, 2001.
          Amortization of goodwill, including goodwill recorded in past business
          combinations,  will cease upon adoption of this statement. The Company
          adopted SFAS No. 142 on January 1, 2002 and its impact is not expected
          to  have  a  material  effect  on its financial position or results of
          operations.

In  June  2001,  the  FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligation." SFAS No. 143 is effective for fiscal years beginning after June 15,
2002,  and  will  require  companies  to record a liability for asset retirement
obligations  in  the period in which they are incurred, which typically could be
upon  completion  or  shortly thereafter. The FASB decided to limit the scope to
legal  obligations  and the liability will be recorded at fair value. The effect
of  adoption  of  this  standard  on  the  Company's  results  of operations and
financial  positions  is  being  evaluated.

In  August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal  of  Long-Lived  Assets."  SFAS  No.  144 is effective for fiscal years
beginning  after  December  15,  2001. It provides a single accounting model for
long-lived  assets  to  be disposed of and replaces SFAS No. 121 "Accounting for
the  Impairment  of  Long-Lived Assets and Long-Lived Assets to Be Disposed Of."
The  Company  adopted SFAS No. 144 on January 1, 2002. The effect of adoption of
this  standard  on the Company's results of operations and financial position is
not  expected  to  be  material.


                                       F-5

    (The accompanying notes are an integral part of the financial statements)


                                        6
<PAGE>
2.        Summary  of  Significant  Accounting  Policies  (continued)

     (i)  Recent  Accounting  Pronouncements

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

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


3.        License

     The  Company's  only  asset  is  a  license  to  market vitamins, minerals,
     nutritional  supplements  and  other  health  and  fitness  products in the
     Province  of  Ontario,  Canada, through the Grantor's Web Site. The Company
     desires  to  market  these  products  to medical practitioners, alternative
     health  professionals,  martial  arts  studios  and instructors, sports and
     fitness  trainers, other health and fitness practitioners, school and other
     fund raising programs and other similar types of customers. The license was
     acquired  on March 20, 2000 for a term of three years. The Company must pay
     an  annual fee of $500 for maintenance of the Grantor's Web Site commencing
     on  the  anniversary  date.  The  Grantor of the license retains 50% of the
     profits.  The License was written-off to operations in fiscal 2000. 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 the
          sole  director  and  President  of  the  Company  for consideration of
          1,500,000  shares  having  a  fair  market value of $15,000 and a note
          payable  of $20,000. The Company has estimated the cost of the license
          to its President at $24,750. The estimate is based on an allocation of
          the  President's  cash  outlay  of  $33,000 for common stock of Gentry
          Resources, Inc., by virtue of which the President obtained the license
          as  well as his continued ownership of Gentry Resources, Inc. The fair
          market  value of $35,000, based on comparable transactions at the time
          of acquisition, was allocated to note payable as to $20,000, par value
          as to $150 and additional paid in capital as to $14,850. The excess of
          fair  market value over predecessor cost, being $10,250, is treated as
          a  dividend which increased the deficit. The Grantor of the License is
          not  related  to  the  Company.

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

                                       F-6

    (The accompanying notes are an integral part of the financial statements)


                                        7
<PAGE>
Item 2.   Management  Discussion  and  Analysis  or  Plan  of  Operation

Certain statements contained in this Form 10-QSB, 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.  In addition to other
factors  and  matters discussed elsewhere in this Form 10-QSB, the following are
important  factors  that,  in  our  view,  could  cause actual results to differ
materially  from  those discussed in the forward-looking statements: our ability
to  execute  our  business plan for the Internet sales of vitamins to consumers,
our  ability  to enter a different business,  competition, and, the availability
of  financing,  and,  if  financing becomes available, that such financing is on
terms  and  conditions  acceptable  to  us.

PLAN  OF  OPERATION

During  the period from March 14, 2000 (date of inception) through September 30,
2002,  we  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 us
during  this  period.

We  anticipate  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.  The Vitamineralherb method of
sales includes direct consumer sales integrated with the use of the Internet for
reordering  by  consumers.

There  have  been  many  business  crashes  and  market crashes of many Internet
businesses  in  the past two years.  We now plan to  seek out different kinds of
business  opportunities such as mergers, acquisitions or other forms of business
combinations  with  other businesses.  We have engaged in discussions concerning
potential  business combinations, but we have not entered into any agreement for
such  a  combination.

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

We  remain in the development stage and, since inception, we have experienced no
significant  change  in  liquidity or capital resources or shareholders' equity.
Our 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,  we  plan,  during  the  next  six  to twelve months, to conduct
research  into  these various potential target markets. Should we determine that
the  exploitation of the Vitamineralherb.com license is feasible, we will engage
salespeople  to  market  the  products.  Based primarily on discussions with the
licensor,  we  believe  that during our first operational quarter (whenever that
might  be  in  the  future),  we  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


                                        8
<PAGE>
advertising,  hiring and paying two salespeople, and administrative expenses. In
addition,  we  will  need approximately $260,000 in the event it determines that
its customers will not pay in advance and it will have to extend credit. We will
have to obtain additional financing through an offering or capital contributions
by  current  shareholders.

We  will  need  additional  capital to carry our 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 us or at all. We
have  no  commitments  for  capital  expenditures.

In  addition,  we  may  engaged  in a combination with another business. We have
engaged  in discussions concerning potential business combinations, but have not
entered  into  any  agreement  for  such  a  combination.

In  our  Independent  Auditor's Report for the year ended December 31, 2001, our
independent  auditor  stated  that  our failure to generate revenues and conduct
operations  since  its  inception  raise  substantial doubt about our ability to
continue  as  a  going concern. We will require substantial working capital, and
currently  have  inadequate  capital  to  fund our business. We may be unable to
raise  the  funds  necessary  for  implementing  our  business plan, which could
severely  limit  our  operations  and  cause  our  stock  to  be  worthless.

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.

Results  of  Operations

During  the period from March 14, 2000 (date of inception) through September 30,
2002,  the  Company  has engaged in no significant operations other than raising
$5,000  and  issuing  500,000  common  shares  pursuant  to an SB-2 Registration
Statement,  organizational  activities  and  acquisition of the rights to market
Vitamineralherb  products.  We also raised $10,000 in a private placement of our
securities  in  October  2001.  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 an ongoing development stage activity, and
expenses  associated  with  setting up a company structure to begin implementing
its  business  plan.

Liquidity

The  Company  has  historically  satisfied  its  capital needs by borrowing from
related  parties  in  the  short-term,  and  by  issuing  equity  securities.

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  SB2
Registration Statement and a private placement, the Company was able to fund its
operating cash shortfall of $7,412.  Our cash position at September 30, 2002 was
$1,977.  The  operation,  development  and expansion of our business will likely
require  additional  capital  infusions  for  the  foreseeable  future.

The working capital deficit at September 30, 2002 was $ 31,235.


                                        9
<PAGE>
The  Company  has  not  achieved  profitable  operations since inception and has
suffered  mounting  losses  of  $51,085  through  September  30,  2002.

The  Company's  balance sheet as of September 30, 2002, reflects total assets of
$1,977  in  the  form  of  cash.

The  original  sole  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.


Item 3.   Controls  and  Procedures.

     Mark  Epstein, our Chief Executive Officer and Chief Financial Officer, has
concluded  that  our  disclosure  controls  and  procedures  are appropriate and
effective.  He  has  evaluated these controls and procedures as of a date within
90  days  of  the  filing  date  of  this  report on Form 10-QSB.  There were no
significant  changes  in  our  internal  controls or in other factors that could
significantly  affect these controls subsequent to the date of their evaluation,
including  any  corrective  actions  with regard to significant deficiencies and
material  weaknesses.


                                       10
<PAGE>
PART II - OTHER  INFORMATION

Item 1.   Legal  Proceedings.

          None.

Item 2.   Changes  in  Securities.

          None.

Item 3.   Defaults  Upon  Senior  Securities.

          None.

Item 4.   Submission  of  Matters  to  a  Vote  of  Security  Holders.

          None.

Item 5.   Other  Information.

          None.

Item 6.   Exhibits  and  Reports  on  Form  8-K.

     (a)  Exhibits

          None.

     (b)  Reports  on  Form  8-K

          None.


                                       11
<PAGE>
                                   SIGNATURES


In  accordance  with the requirements 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:  December 16, 2002             [Signature]
                                                -------------------------------
                                     By:  /s/  Mark Epstein, Esq.
                                     Mark Epstein, Esq.
                                     Chief Executive Officer,
                                     Director, President, and
                                     Chief Accounting Officer


                                       12
<PAGE>
CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Mark Epstein, certify that:
1.   I have reviewed this quarterly report on Form 10-QSB of Ucellit.com Inc.;
2.   Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3.   Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5.   The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6.   The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date:  December 16, 2002


------------------------------------
[Signature]

Mark Epstein, Esq.
/s/ Mark Epstein, Esq.
Chief Executive Officer


                                       13
<PAGE>
CERTIFICATION OF CHIEF FINANCIAL OFFICER

I,  Mark  Epstein,  certify  that:
1.   I have reviewed this quarterly report on Form 10-QSB of Ucellit.com Inc.;
2.   Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3.   Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5.   The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6.   The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date:  December 16, 2002


------------------------------------
[Signature]

Mark  Epstein,  Esq.
/s/  Mark  Epstein,  Esq.
Chief  Financial  Officer


                                       14
<PAGE>
Certification of Chief Executive Officer of Ucellit.com Inc. pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 and
Section 1350 of 18 U.S.C. 63.

I,  Mark Epstein, the Chief Executive Officer of Ucellit.com Inc. hereby certify
that  Ucellit.com  Inc.'s  periodic  report  on  Form  10-QSB  and the financial
statements  contained  therein  fully  complies with the requirements of Section
13(a)  or  15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)
and  that  information  contained  in the periodic report on Form 10-QSB and the
financial  statements  contained  therein  fairly  represents,  in  all material
respects,  the  financial condition and results of the operations of Ucellit.com
Inc.

Date:  December 16, 2002


------------------------------------
[Signature]

Mark  Epstein,  Esq.
/s/  Mark  Epstein,  Esq.
Chief  Executive  Officer  of
Ucellit.com  Inc.


Certification of Chief Financial Officer of Ucellit.com Inc., pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 and
Section 1350 of 18 U.S.C. 63.

I,  Mark Epstein, the Chief Financial Officer of Ucellit.com Inc. hereby certify
that  Ucellit.com  Inc.'s  periodic  report  on  Form  10-QSB  and the financial
statements  contained  therein  fully  complies with the requirements of Section
13(a)  or  15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)
and  that  information  contained  in the periodic report on Form 10-QSB and the
financial  statements  contained  therein  fairly  represents,  in  all material
respects,  the  financial condition and results of the operations of Ucellit.com
Inc.


Date:  December 16, 2002


------------------------------------
[Signature]

Mark  Epstein,  Esq.
/s/  Mark  Epstein,  Esq.
Chief  Financial  Officer  of
Ucellit.com  Inc.


                                       15
<PAGE>