Exhibit     31.2          Certification.
CERTIFICATION  OF  CHIEF  ACCOUNTING  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 report does not contain any untrue statement of a
material  fact or omit to state a material fact necessary to make the statements
made,  in  light of the circumstances under which such statements were made, not
misleading  with  respect  to  the  period  covered  by  this  report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information included in this report, fairly present in all material respects the
financial  condition, results of operations and cash flows of the small business
issuer  as  of,  and  for,  the  periods  presented  in  this  report;

4. The small business issuer's other certifying officer(s) and I are responsible
for  establishing and maintaining disclosure controls and procedures (as defined
in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  and  internal control over
financial  reporting  (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for  the  small  business  issuer  and  have:

               (a)  Designed  such disclosure controls and procedures, or caused
               such  disclosure controls and procedures to be designed under our
               supervision,  to ensure that material information relating to the
               small  business  issuer, including its consolidated subsidiaries,
               is made known to us by others within those entities, particularly
               during  the  period  in  which  this  report  is  being prepared;

               (b)  Designed  such internal control over financial reporting, or
               caused  such  internal  control  over  financial  reporting to be
               designed  under  our supervision, to provide reasonable assurance
               regarding  the  reliability  of  financial  reporting  and  the
               preparation  of  financial  statements  for  external purposes in
               accordance  with  generally  accepted  accounting  principles;

               (c)  Evaluated  the  effectiveness of the small business issuer's
               disclosure  controls  and procedures and presented in this report
               our  conclusions  about  the  effectiveness  of  the  disclosure
               controls  and  procedures, as of the end of the period covered by
               this  report  based  on  such  evaluation;  and

               (d)  Disclosed  in  this  report any change in the small business
               issuer's  internal control over financial reporting that occurred
               during  the  small  business  issuer's most recent fiscal quarter
               (the small business issuer's fourth fiscal quarter in the case of
               an  annual report) that has materially affected, or is reasonably
               likely to materially affect, the small business issuer's internal
               control  over  financial  reporting;  and

5. The small business issuer's other certifying officer(s) and I have disclosed,
based  on  our  most  recent  evaluation  of  internal  control  over  financial
reporting,  to  the  small business issuer's


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auditors  and  the  audit  committee  of  the  small  business issuer's board of
directors  (or  persons  performing  the  equivalent  functions):

               (a)  All  significant deficiencies and material weaknesses in the
               design  or operation of internal control over financial reporting
               which  are  reasonably  likely  to  adversely  affect  the  small
               business  issuer's  ability  to  record,  process,  summarize and
               report  financial  information;  and

               (b)  Any fraud, whether or not material, that involves management
               or  other  employees  who  have  a  significant role in the small
               business  issuer's  internal  control  over  financial reporting.

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


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