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, 2001
                      ------------------

[ ]  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 April 5, 2002
               2,250,000 shares of common stock, par value $.0001

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


<PAGE>
PART  I  -  FINANCIAL  INFORMATION

Item  1.     Financial  Statements.

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

                                                                September 30,    December 31,
                                                                    2001             2000
                                                                      $               $
                                                                 (unaudited)      (audited)
<S>                                                            <C>              <C>
Assets

Current Assets

  Cash                                                                  7,554               -
  Due from a Related Company                                            1,250           5,000
----------------------------------------------------------------------------------------------

Total Current Assets                                                    8,804           5,000

License (Notes 3 and 4(a))                                                  -               -
----------------------------------------------------------------------------------------------

Total Assets                                                            8,804           5,000
==============================================================================================

Liabilities and Stockholders' Deficit

Current Liabilities

  Accounts payable                                                        110               -
  Accrued liabilities                                                     250             500
  Note payable (Note 4(a) and (b))                                     28,000          28,000
----------------------------------------------------------------------------------------------

Total Liabilities                                                      28,360          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                      (49,556)        (43,500)
----------------------------------------------------------------------------------------------

Total Stockholders' Deficit                                           (19,556)        (23,500)
----------------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Deficit                             8,804           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      Three months     Three months      Nine months       March 14, 2000
                                 (Date of Inception)        ended            ended            ended       (Date of Inception)
                                   to September 30,     September 30,    September 30,    September 30,     to September 30,
                                         2001               2001             2000             2001                2000
                                          $                   $                $                $                  $
                                     (unaudited)         (unaudited)      (unaudited)      (unaudited)        (unaudited)
<S>                              <C>                   <C>              <C>              <C>              <C>
Revenue                                            -                -                -                -                     -
------------------------------------------------------------------------------------------------------------------------------

Expenses

  Amortization of license                     13,406                -            6,703                -                13,406
  Accounting and legal                         5,050            3,125                -            4,550                     -
  Bank charges                                    41               10                -               41                     -
  License fee                                    500              500                -              500                     -
  License written-off                         11,344                -                -                -                     -
  Organizational expenses and
    offering costs                             8,000                -                -                -                 8,000
  Transfer agent and regulatory                  965               38                -              965                     -
------------------------------------------------------------------------------------------------------------------------------

Net Loss for the Period                      (39,306)          (3,673)          (6,703)          (6,056)              (21,406)
==============================================================================================================================

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

Weighted Average Shares
Outstanding                                                 2,000,000        1,500,000        2,000,000             1,500,000
==============================================================================================================================

(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
                                                                Nine months       March 14, 2000
                                                                   ended       (Date of Inception)
                                                               September 30,     to September 30,
                                                                   2001                2000
                                                                     $                  $
                                                                (unaudited)        (unaudited)
<S>                                                           <C>              <C>
Cash Flows to Operating Activities

  Net loss for the period                                             (6,056)              (21,406)

  Adjustment to reconcile net loss to cash

    Amortization of license                                                -                13,406

  Less non-cash working capital items

    Prepaid expenses                                                  (1,250)                    -
    Accounts payable and accrued liabilities                            (140)                    -
    Note payable                                                           -                 8,000
---------------------------------------------------------------------------------------------------
Net Cash Used by Operating Activities                                 (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                     -
---------------------------------------------------------------------------------------------------
Increase in cash                                                       7,554                     -

Cash - beginning of period                                                 -                     -
---------------------------------------------------------------------------------------------------
Cash - end of period                                                   7,554                     -
===================================================================================================

Non-Cash Financing Activities

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

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

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

Supplemental Disclosures

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


                                      F-3
   (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 also 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-4
<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.

     (g)  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.


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 with renewal rights.
     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 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.

     (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 the majority
          shareholder.  During the quarter ended March 31, 2001, the advance was
          repaid  to  the  Company.


                                      F-5
<PAGE>
Item  2.     Management  Discussion  and  Analysis  or  Plan  of  Operation

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.


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

During  the period from March 14, 2000 (date of inception) through September 30,
2001,  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.  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 SB-2 Registration Statement, and 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.

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  $7,400.  This  resulted  in  an increase in cash
position  of  $7,600  at  September  30,  2001.  The  operation, development and
expansion  of  our business will likely require additional capital infusions for
the  foreseeable  future.

The  working  capital  deficit,  as  at  September  30,  2001  was  $19,556.

The  Company  has  not  achieved  profitable  operations since inception and has
suffered  mounting  losses  of  $49,556  to  September  30,  2001.

The  Company  remains  in  the  development  stage  and,  since  inception,  has
experienced  no  significant  change  in  liquidity  or  capital  resources  or
shareholders'  equity. Consequently, the Company's balance sheet as of September
30,  2001,  reflects  total  assets  of  $8,804, in the form of cash and prepaid
expenses.

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.

The  Company's  business  plan  is  to  determine  the  feasibility  of  selling
Vitamineralherb.com  products to targeted markets in the State of Washington. 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 that during its
first  operational  quarter,  it  will  need a capital infusion of approximately
$55,000  to  achieve  a  sustainable sales level where ongoing operations can be
funded  out  of  revenues.  This  capital infusion is intended to cover costs of
advertising,  hiring and paying two salespeople, and administrative expenses. In
addition,  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
or  capital  contributions  by  current  shareholders.


                                      F-6
<PAGE>
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.


                                      F-7
<PAGE>
PART  II  -  OTHER  INFORMATION

Item  1.     Legal  Proceedings.

             None.

Item  2.     Changes  in  Securities.

             The Company raised $10,000  pursuant  to  a  private  placement  of
250,000  shares  at  $0.04  per  share to one Canadian investor on September 30,
2001.  These  shares  are restricted under Rule 144. This transaction was exempt
from  registration  pursuant  to  Section  4(2)  of  the  Securities  Act.

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.




                                   SIGNATURES


In  accordance  with  the  requirements  of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        COMPANY NAME

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


                                      F-8
<PAGE>