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, 2002

       [ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

             FOR  THE  TRANSITION  PERIOD  FROM ________ TO ________

                        COMMISSION  FILE  NO.  000-32091

                                UCELLIT.COM INC.
                  (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

          WASHINGTON                                        91-2022701
    (STATE OR OTHER JURISDICTION OF                         (I.R.S.  EMPLOYER
   INCORPORATION  OR  ORGANIZATION)                        IDENTIFICATION NO)

                              2445 WEST 16TH AVENUE
                        VANCOUVER, BC   V6K 3B9   CANADA
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (604) 685-4321
                            ISSUER'S TELEPHONE NUMBER

CHECK  WHETHER  THE ISSUER (1) FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION
13  OR  15(D) OF THE EXCHANGE ACT DURING THE PAST 12 MONTHS (OR FOR SUCH SHORTER
PERIOD  THAT  THE  COMPANY  WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN
     SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.  YES |X|  NO | |


AS OF May 17, 2002, THERE WERE OUTSTANDING 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)


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

Current Assets

  Cash                                                                               7,155           7,304
  Prepaid expenses                                                                       -             500
-----------------------------------------------------------------------------------------------------------
Total Current Assets                                                                 7,155           7,804

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

Total Assets                                                                         7,155           7,804
============================================================================================================

Liabilities and Stockholders' Deficit

Current Liabilities

  Accounts payable                                                                   3,762           3,352
  Accrued liabilities                                                                  500             375
  Note payable (Note 4(a) and (b))                                                  28,000          28,000
-----------------------------------------------------------------------------------------------------------
Total Liabilities                                                                   32,262          31,727
-----------------------------------------------------------------------------------------------------------

Stockholders' Deficit

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

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

Deficit Accumulated During the Development Stage                                   (55,107)        (53,923)
-----------------------------------------------------------------------------------------------------------
Total Stockholders' Deficit                                                        (25,107)        (23,923)
-----------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Deficit                                          7,155           7,804
============================================================================================================

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
                                                March 14, 2000           Three Months
                                              (Date of Inception)            Ended
                                                 to March 31,              March 31,
                                                     2002             2002          2001
                                                      $                 $             $
                                                 (unaudited)       (unaudited)   (unaudited)
<S>                                           <C>                  <C>           <C>
Revenue                                                        -             -             -
---------------------------------------------------------------------------------------------

Expenses

  Amortization of license                                 13,406             -             -
  Accounting and legal                                     9,812           625         1,155
  Bank charges                                                41             -            31
  License fee                                              1,000           500             -
  License written-off                                     11,344             -             -
  Organizational expenses and offering costs               8,000             -             -
  Transfer agent and regulatory                            1,254            59             -
---------------------------------------------------------------------------------------------
Net Loss for the Period                                  (44,857)       (1,184)       (1,186)
=============================================================================================

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

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)

                                                      Three Months
                                                         Ended
                                                       March 31,
                                                  2002          2001
                                                   $             $
                                              (unaudited)   (unaudited)
<S>                                           <C>           <C>
Cash Flows to Operating Activities

  Net loss for the period                         (1,184)       (1,186)

  Less non-cash working capital items

    Prepaid expenses                                 500             -
    Accounts payable and accrued liabilities         535            46
-----------------------------------------------------------------------
Net Cash Used by Operating Activities               (149)       (1,140)
-----------------------------------------------------------------------
Cash Flows from Financing Activities

  Due to a related party                              -          5,000
-----------------------------------------------------------------------
Net Cash Used in Financing Activities                 -          5,000
-----------------------------------------------------------------------
Decrease (increase) in cash                        (149)         3,860

Cash - beginning of period                        7,304              -
-----------------------------------------------------------------------
Cash - end of period                              7,155          3,860
=======================================================================

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

Supplemental Disclosures

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


                                       F-3

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


<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  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

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


<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. 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

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


<PAGE>
Item  2.   Management's  Discussion  and  Analysis,  and  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,
2002,  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  first  quarter  of 2002, 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.


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

We  remain in the development stage and, since inception, we have experienced no
significant  change  in  liquidity or capital resources or shareholders' equity.
Our business plan is to determine the feasibility of selling Vitamineralherb.com
products  to  targeted  markets.  In  order  to determine the feasibility of its
business  plan,  we  plan,  during  the  next  six  to twelve months, to conduct
research  into  these various potential target markets. Should we determine that
the  exploitation  of  the  license  is  feasible, we will engage salespeople to
market  the  products.  Based  primarily  on  discussions  with the licensor, we
believe that during our first operational quarter (whenever that might be in the
future),  we  will need a capital infusion of approximately $55,000 to achieve a
sustainable  sales level where ongoing operations can be funded out of revenues.
This  capital  infusion  is  intended  to cover costs of advertising, hiring and
paying  two  salespeople, and administrative expenses. In addition, we will need
approximately  $260,000  in  the event it determines that its customers will not
pay  in  advance  and  it  will  have  to  extend credit. We will have to obtain
additional  financing  through  an  offering or capital contributions by current
shareholders.

We  will  need  additional  capital to carry our business plan or to engage in a
business  combination. No commitments to provide additional funds have been made
by  management  or  other  shareholders.  Accordingly, there can be no assurance
that any additional funds will be available on terms acceptable to us or at all.
We  have  no  commitments  for  capital  expenditures.

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

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

Results  of  Operations

We  had  a net loss of $1,184 for the quarter ended March 31, 2002 compared to a
net  loss  of  $1,186  for  the  quarter  ended  March  31,  2001.

Liquidity

The Company has historically satisfied its capital needs by short term borrowing
from  related parties, 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.  The  operation,  development  and
expansion  of  our business will likely require additional capital infusions for
the  foreseeable  future.


<PAGE>
The  working  capital  deficit at December 31, 2002 was $25,107. The Company has
not  achieved  profitable operations and has suffered mounting losses of $44,857
from  inception  through  March  31,  2002.

The  Company  remains  in  the  development  stage  and,  since  inception,  has
experienced  no  significant  change  in  liquidity  or  capital  resources  or
shareholders'  equity.  Our  balance  sheet  as of March 31, 2002 reflects total
assets  of  $7,155  in  the  form  of  cash.

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.


PART  II  -  OTHER  INFORMATION

Item  1.     Legal  Proceedings.

             None.

Item  2.     Changes  in  Securities.

             None.

Item  3.     Defaults  Upon  Senior  Securities.

             None.

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

             None.

Item  5.     Other  Information.

             None.

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

     (a)     Exhibits

             None.

     (b)     Reports  on  Form  8-K

             None.



<PAGE>
                                   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.

                                         UCELLIT.COM  INC.



                                         ---------------------------------------
Date:  May  20,  2002                    By:  /s/  Mark  Epstein,  Esq.
                                              Mark  Epstein,  Esq.
                                              Director,  President,  and  Chief
                                              Accounting  Officer


<PAGE>