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  March  31,  2003

[ ]  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 22, 2003,
2,250,000  shares  of  common  stock,  par  value  $.0001  are  outstanding.

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


<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)


                                                            March 31,     December 31,
                                                               2003           2002
                                                                $              $
                                                           (unaudited)     (audited)
<S>                                                        <C>           <C>
Assets

Current Assets

  Cash                                                             679           1,168
---------------------------------------------------------------------------------------

Total Current Assets                                               679           1,168

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

Total Assets                                                       679           1,168
=======================================================================================

Liabilities and Stockholders' Deficit

Current Liabilities

  Accounts payable                                               5,250           5,250
  Accrued liabilities                                            2,950           2,250
  Note payable (Note 4(a) and (b))                              28,000          28,000
---------------------------------------------------------------------------------------
Total Liabilities                                               36,200          35,500
---------------------------------------------------------------------------------------

Contingencies and Commitments (Notes 1 and 3)

Stockholders' Deficit

Preferred Stock, 20,000,000 shares authorized with a par             -               -
value of $0.0001; none issued

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

Additional Paid in Capital                                      29,775          29,775

Donated Capital (Note 4(c) and (d))                              1,500           1,200

Deficit Accumulated During the Development Stage               (67,021)        (65,532)
---------------------------------------------------------------------------------------
Total Stockholders' Deficit                                    (35,521)        (34,332)
---------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Deficit                        679           1,168
=======================================================================================
</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 Operations
(expressed in U.S. dollars)
(unaudited)


                                                      From
                                                 March 14, 2000            Three Months
                                               (Date of Inception)             Ended
                                                   to March 31,               March 31,
                                                      2003                2003         2002
                                                        $                   $           $
<S>                                            <C>                   <C>             <C>

Revenue                                                          -               -            -
------------------------------------------------------------------------------------------------


Expenses

  Accounting and legal                                      15,984           1,100          125
  Amortization of license and write-off                     24,750               -            -
  Bank charges                                                  81              30            -
  Consulting (Note 4(c))                                     2,750             150            -
  License fee                                                1,000               -            -
  Organizational expenses and offering costs                 8,000               -            -
  Rent (Note 4(d))                                             750             150            -
  Transfer agent and regulatory                              3,456              59           59
------------------------------------------------------------------------------------------------
Net Loss for the Period                                    (56,771)         (1,489)        (184)
================================================================================================

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

Weighted Average Shares Outstanding                                      2,250,000    2,000,000
================================================================================================
<FN>
(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)
(unaudited)


                                                 Three Months
                                                    Ended
                                                  March 31,
                                               2003        2002
                                                $            $
<S>                                       <C>             <C>
Cash Flows to Operating Activities

Net loss for the period                          (1,489)    (184)

Donated services and rent                           300        -

Less non-cash working capital items

Accounts payable and accrued liabilities            700       35
-----------------------------------------------------------------

Net Cash Used by Operating Activities              (489)    (149)
-----------------------------------------------------------------

Decrease in cash                                   (489)    (149)

Cash - beginning of period                        1,168    7,304
-----------------------------------------------------------------

Cash - end of period                                679    7,155
=================================================================


Supplemental Disclosures

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


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


                                      F-3
<PAGE>
Ucellit.com Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)

1.   Nature  of  Operations  and  Continuance  of  Business

     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 generate significant
     revenue.  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 $0.01
     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.

     At March 31, 2003, the Company had a working capital deficit of $35,521 and
     an  accumulated  deficit  of $67,021. The Company expects to fund itself in
     the  next  twelve  months  by  sales  of  shares.

2.   Summary  of  Significant  Accounting  Policies

     (a)  Year  End

          The  Company's  fiscal  year  end  is  December  31.

     (b)  Use  of  Estimates

          The  preparation  of  financial  statements  in  conformity  with U.S.
          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.

     (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)  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.


                                      F-4
<PAGE>
Ucellit.com  Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)

2.   Summary  of  Significant  Accounting  Policies  (continued)

     (e)  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.

     (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)  Financial  Instruments

          The carrying value of cash, accounts payable, accrued liabilities, and
          note  payable  approximate  fair  value  due  to  the relatively short
          maturity  of  these  instruments.

     (h)  Basic  and  Diluted  Net  Income  (Loss)  Per  Share

          The  Company  computes  net income (loss) per share in accordance with
          SFAS  No.  128,  "Earnings  per  Share"  (SFAS 128). SFAS 128 requires
          presentation of both basic and diluted earnings per share (EPS) on the
          face  of  the  income statement. Basic EPS is computed by dividing net
          income  (loss)  available  to  common  shareholders (numerator) by the
          weighted average number of shares outstanding (denominator) during the
          period.  Diluted  EPS  gives  effect  to all dilutive potential common
          shares  outstanding  during  the period including stock options, using
          the  treasury stock method, and convertible preferred stock, using the
          if-converted method. In computing Diluted EPS, the average stock price
          for  the period is used in determining the number of shares assumed to
          be  purchased  from the exercise of stock options or warrants. Diluted
          EPS  excludes  all  dilutive  potential shares if their effect is anti
          dilutive.

     (i)  Comprehensive  Loss

          SFAS  No. 130, "Reporting Comprehensive Income," establishes standards
          for the reporting and display of comprehensive loss and its components
          in  the financial statements. As at March 31, 2003, the Company has no
          items  that  represent  comprehensive  loss  and,  therefore,  has not
          included a schedule of comprehensive loss in the financial statements.

     (j)  Recent  Accounting  Pronouncements

          In  May  2003,  the  FASB issued SFAS No. 150, "Accounting for Certain
          Financial  Instruments  with  Characteristics  of both Liabilities and
          Equity".  SFAS  No.  150  establishes  standards  for  how  an  issuer
          classifies  and  measures  certain  financial  instruments  with
          characteristics  of  both  liabilities and equity. It requires that an
          issuer  classify  a financial instrument that is within its scope as a
          liability  (or  an  asset  in some circumstances). The requirements of
          SFAS  No.  150  apply  to  issuers'  classification and measurement of
          freestanding financial instruments, including those that comprise more
          than  one  option  or forward contract. SFAS No. 150 does not apply to
          features  that  are  embedded  in a financial instrument that is not a
          derivative  in  its  entirety. SFAS No. 150 is effective for financial
          instruments entered into or modified after May 31, 2003, and otherwise
          is  effective  at  the beginning of the first interim period beginning
          after  June  15,  2003,  except  for  mandatory  redeemable  financial
          instruments  of  non-public  entities.  It  is  to  be  implemented by
          reporting the cumulative effect of a change in an accounting principle
          for  financial  instruments


                                      F-5
<PAGE>
Ucellit.com  Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)

2.   Summary  of  Significant  Accounting  Policies  (continued)

     (j)  Recent  Accounting  Pronouncements  (continued)

          created before the issuance date of SFAS No. 150 and still existing at
          the  beginning  of  the interim period of adoption. Restatement is not
          permitted.  The  adoption  of  this standard is not expected to have a
          material  effect  on  the Company's results of operations or financial
          position.

          In  December  2002,  the  FASB  issued  SFAS  No. 148, "Accounting for
          Stock-Based  Compensation  -  Transition and Disclosure," which amends
          SFAS  No.  123  to  provide  alternative  methods  of transition for a
          voluntary  change  to  the  fair  value based method of accounting for
          stock-based  employee  compensation. In addition, SFAS No. 148 expands
          the  disclosure requirements of SFAS No. 123 to require more prominent
          disclosures  in both annual and interim financial statements about the
          method  of  accounting  for  stock-based employee compensation and the
          effect  of  the  method  used  on  reported  results.  The  transition
          provisions  of SFAS No. 148 are effective for fiscal years ended after
          December  15,  2002.  The  disclosure  provisions  of SFAS No. 148 are
          effective for financial statements for interim periods beginning after
          December  15,  2002. The Company will adopt SFAS No. 148 on January 1,
          2003. The transition provisions do not currently have an impact on the
          Company's  financial position and results of operations as the Company
          currently  has  no  stock-based  employee  compensation.

          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  not  expected  to  be  material.

          FASB  has also issued SFAS No. 145, 147 and 149 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.

     (k)  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. The Company must pay
     an  annual fee of $500 for maintenance of the Grantor's Web Site commencing
     on  the  anniversary  date.  The


                                      F-6
<PAGE>
Ucellit.com  Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)

     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(a) 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
          former 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  former  President  at  $24,750.  The  estimate is based on an
          allocation of the former President's cash outlay of $33,000 for common
          stock  of  Gentry  Resources,  Inc.,  by  virtue  of  which the former
          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  due  on  demand.

     (c)  Consulting  services  with a fair value of $150 was contributed by the
          President  and  director  of the Company and charged to operations for
          the  three  months  ended  March  31,  2003. The amount was treated as
          donated  capital.

     (d)  Rent  with  a  fair value of $150 was contributed by the President and
          director of the Company and charged to operations for the three months
          ended  March  31,  2003.  The  amount  was treated as donated capital.


                                      F-7
<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.

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-QSB.  This  Form  10-QSB  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-QSB.

PLAN  OF  OPERATION

During  the  period  from  March  14, 2000 (date of inception) through March 31,
2003,  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.

LIQUIDITY.  At  March  31,  2003,  we  had cash on hand of $679. The Company has
historically  satisfied  its  capital needs by short term borrowing from related
parties,  and  by  issuing  equity  securities.


<PAGE>
The  Company  used  these  sources  to  provide  a  portion  of  operating  cash
requirements  to  make  up  for  a cash shortfall from operating activities. The
operation,  development  and  expansion  of our business will require additional
capital  infusions  for  the  foreseeable  future.

The  Company  has  not achieved profitable operations and has suffered losses of
$56,771  since  inception  through  March  31,  2003.

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.


Results  of  Operations
-----------------------
We  had  a net loss of $1,489 for the three months ended March 31, 2003 compared
to  a  net  loss  of  $184  for  the  three  months  ended  March  31, 2002. The
approximately  $1,300  increase in expenses represents an increase of $1,000 for
accounting and legal costs and an increase of $300 for consulting costs provided
by  our  President.

Liquidity
---------

At  March  31,  2003,  we  had  cash  on  hand  of  $679.
The Company has historically satisfied its capital needs by short term borrowing
from  related  parties,  and  by  issuing  equity  securities.


<PAGE>
The  Company  used  these  sources  to  provide  a  portion  of  operating  cash
requirements  to  make  up  for  a cash shortfall from operating activities. The
operation,  development  and  expansion  of our business will require additional
capital  infusions  for  the  foreseeable  future.

The  Company  has  not achieved profitable operations and has suffered losses of
$56,771  since  inception  through  March  31,  2003.

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.


<PAGE>
Item  3.   Controls  and  Procedures.


  (a)  Evaluation  of  disclosure  controls  and  procedures.

Based  on  an evaluation of the Company's disclosure controls and procedures (as
defined  in  Rule  13a-15(e)  under  the  Securities  Exchange  Act of 1934 (the
"Exchange  Act")),  the  Company's  principal  executive  officer  and principal
financial  officer  have  concluded  that as of the end of the period covered by
this  quarterly  report  on  Form  10-QSB  that  such  disclosure  controls  and
procedures  are effective to ensure that information required to be disclosed by
the  Company  in  reports  that  it  files  or submits under the Exchange Act is
recorded,  processed,  summarized and reported within the time periods specified
in  Securities  and  Exchange  Commission  rules  and  forms.

  (b)  Changes  in  internal  control  over  financial  reporting.

During  the  year  covered  by  this  Form  10-QSB,  there  was no change in the
Company's  internal  control  over  financial  reporting  that  has  materially
affected,  or  is reasonably likely to materially affect, the Company's internal
control  over  financial  reporting.


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PART  II
OTHER  INFORMATION

Item  6.  Exhibits  and  Reports  on  Form  8-K

     (a)     Exhibits

                 31.1        Certification
                 31.2        Certification
                 32.1        Certification
                 32.2        Certification

     (b)     Reports  on  Form  8-K

                 None.


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                                   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 22, 2003             (signed)  ________________________

                                     By:  /s/  Mark  Epstein,  Esq.
                                     Mark  Epstein,  Esq.
                                     Chief  Executive  Officer,
                                     Director,  President,  and
                                     Chief  Accounting  Officer


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     (a)     Exhibits

                 31.1        Certification
                 31.2        Certification
                 32.1        Certification
                 32.2        Certification

     (b)     Reports  on  Form  8-K

                 None.


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