U. S. 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, 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                                                            91-202270
----------                                                            ---------
(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

                                       N/A
                              ---------------------
          (Former Name or Former Address, if changed since last Report)

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.

      (1)     Yes  X      No           (2)     Yes  X      No
                  ---        ---                   ---        ---

     (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
                                 Not applicable

                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

State the number of shares outstanding of each of the Issuer's classes of common
equity,  as  of  the  latest  practicable  date:

                               As of May 10, 2001

               2,000,000 shares of common stock, par value $.0001

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

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


<PAGE>
PART  I  -  FINANCIAL  INFORMATION

Item  1.    Financial  Statements.

The  Financial  Statements  of the Company required to be filed with this 10-QSB
Quarterly Report were prepared by management and commence on the following page,
together  with  related  Notes.  In  the  opinion  of  management, the Financial
Statements  fairly  present  the  financial  condition  of  the  Company.

                                Ucellit.com Inc.
                          (A Development Stage Company)
                          Interim Financial Statements
                                 March 31, 2001
                                   (Unaudited)


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


                          Index to Financial Statements

Balance  Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . .     F-1

Statements  of  Operations. . . . . . . . . . . . . . . . . . . . . .     F-2

Statements  of  Cash  Flows . . . . . . . . . . . . . . . . . . . . .     F-3

Notes  to  the  Financial  Statements . . . . . . . . . . . . . . . .     F-4


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


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

Current Asset

Cash                                                                                3,860              -

Due from a Related Company                                                              -          5,000

License (Notes 3 and 4(a))                                                              -              -
---------------------------------------------------------------------------------------------------------
                                                                                    3,860          5,000
=========================================================================================================

Liabilities and Stockholders' Equity

Current Liabilities

Accounts payable                                                                      246              -
Accrued liabilities                                                                   300            500
Note payable (Note 4(a) and (b))                                                   28,000         28,000
---------------------------------------------------------------------------------------------------------
                                                                                   28,546         28,500
---------------------------------------------------------------------------------------------------------

Stockholders' Equity (Deficit)

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

Additional Paid in Capital                                                         19,800         19,800
---------------------------------------------------------------------------------------------------------
                                                                                   20,000         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                                  (44,686)       (43,500)
---------------------------------------------------------------------------------------------------------
                                                                                  (24,686)       (23,500)
---------------------------------------------------------------------------------------------------------
                                                                                    3,860          5,000
=========================================================================================================
</TABLE>

Contingent  Liability  (Note  1)
Commitment  (Note  3)

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


                                      F-1
<PAGE>
<TABLE>
<CAPTION>
Ucellit.com  Inc.
(A  Development  Stage  Company)
Statements  of  Operations
(expressed  in  U.S.  dollars)


                                                                                        From
                                                                     Three
                                                       From          months   March 14, 2000
                                                                                    (Date of
                                              March 14, 2000          ended        Inception)
                                                   (Date of
                                                  Inception)       March 31,     to March 31,
                                               to March 31,
                                                       2001            2001              2000
                                                          $               $                 $
                                                 (unaudited)     (unaudited)      (unaudited)
<S>                                           <C>               <C>           <C>
Revenue                                                     -             -                -
---------------------------------------------------------------------------------------------

Expenses

Amortization of license                                13,406             -                -
Audit, accounting and legal                             1,655         1,155                -
Bank charges                                               31            31                -
License written-off                                    11,344             -                -
Organizational expenses and offering costs              8,000             -            8,000
---------------------------------------------------------------------------------------------
Net Loss for the Period                               (34,436)       (1,186)          (8,000)
=============================================================================================

Net Loss Per Share                                                   (.0001)           (.005)
=============================================================================================

Weighted Average Shares Outstanding                               2,000,000        1,500,000
=============================================================================================
</TABLE>

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


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
Ucellit.com  Inc.
(A  Development  Stage  Company)
Statements  of  Cash  Flows
(expressed  in  U.S.  dollars)


                                                                                         From
                                                                      Three
                                                                      months   March 14, 2000
                                                                                     (Date of
                                                                       ended       Inception)
                                                                   March 31,     to March 31,
                                                                        2001             2000
                                                                           $                $
                                                                  (unaudited)     (unaudited)
<S>                                                              <C>           <C>
Cash Flows to Operating Activities

Net loss for the period                                               (1,186)          (8,000)

Less non-cash working capital item

Accounts payable and accrued liabilities                                 (46)               -
Note payable                                                               -            8,000
----------------------------------------------------------------------------------------------
Net Cash Used by Operating Activities                                 (1,140)               -
----------------------------------------------------------------------------------------------
Cash Flows from Financing Activities

Due to a related party                                                 5,000                -
----------------------------------------------------------------------------------------------
Net Cash Used in Financing Activities                                  5,000                -
----------------------------------------------------------------------------------------------
Increase in cash                                                       3,860                -
Cash - beginning of period                                                 -                -
----------------------------------------------------------------------------------------------
Cash - end of period                                                   3,860                -
==============================================================================================

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>

    (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.   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)).

2.   Summary  of  Significant  Accounting  Policies

     (a)  Year  End

          The  Company's  fiscal  year  end  is  December  31.

     (b)  License

          Costs  to  acquire  licenses are capitalized as incurred. The carrying
          value  of  the  License  is  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 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

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.  Company  Name's  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.

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

During  the  period  from  March  14, 2000 (date of inception) through March 31,
2001,  the  Company  has  engaged  in  no  significant  operations  other  than
organizational  activities,  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  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 March 31,
2001,  reflects  total  assets  of  $3,860,  in  the  form  of  cash.

The  Company's  business  plan  is  to  determine  the  feasibility  of  selling
Vitamineralherb.com  products  to  targeted  markets in the Province of Ontario,
Canada.  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.

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.

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 our operating cash
requirements  to make up for a cash shortfall from operating activities. With no
beginning  cash  position  along  with  cash  received from a related company of
$5,000.  The  Company  was  able to fund its operating cash shortfall of $1,100.
This resulted in a decrease of the cash position by $1,100 to a cash position of
$3,900.  The  operation,  development  and expansion of our business will likely
require  additional  capital  infusions  for  the  foreseeable  future.

The  working  capital  deficit,  as  at  March  31,  2001  was  $24,686.

The  Company has not achieved profitable operations since our inception and have
suffered  mounting  losses  of  $44,686  to  March  31,  2001.


                                      F-6
<PAGE>
                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrant  has  duly  caused  this  Report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.


                                       Ucellit.com Inc.

Date:  May 14 2001                     By:  /s/  Mark  Epstein
       -----------                         ------------------------------
                                           Mark  Epstein,  President,
                                           Secretary, Chief Financial and
                                           Accounting Officer, Director


                                      F-7
<PAGE>