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 JUNE 30, 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 AUGUST 15, 2002, THERE WERE OUTSTANDING 2,250,000 SHARES OF COMMON STOCK,
                                PAR VALUE $.0001

           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)


                                                                 June 30,     December 31,
                                                                   2002           2001
                                                                    $              $
                                                               (unaudited)     (audited)
<S>                                                            <C>           <C>
Assets

Current Assets

  Cash                                                               3,961           7,304
  Prepaid expenses                                                       -             500
-------------------------------------------------------------------------------------------
Total Current Assets                                                 3,961           7,804

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

Total Assets                                                         3,961           7,804
===========================================================================================

Liabilities and Stockholders' Deficit

Current Liabilities

  Accounts payable                                                   3,762           3,352
  Accrued liabilities                                                1,125             375
  Note payable (Note 4(a) and (b))                                  28,000          28,000
-------------------------------------------------------------------------------------------
Total Liabilities                                                   32,887          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                   (58,926)        (53,923)
-------------------------------------------------------------------------------------------

Total Stockholders' Deficit                                        (28,926)        (23,923)
-------------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Deficit                          3,961           7,804
===========================================================================================

<FN>
Contingent Liability (Note 1)

Commitment (Note 3)
</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                Six Months
                                              (Date of Inception)            Ended                     Ended
                                                  to June 30,               June 30,                 June 30,
                                                      2002             2002         2001         2002         2001
                                                       $                 $            $            $            $
<S>                                           <C>                   <C>          <C>          <C>          <C>
Revenue                                                         -            -            -            -            -
----------------------------------------------------------------------------------------------------------------------

Expenses

  Accounting and legal                                     10,437          625        1,125        1,250        1,425
  Amortization of license                                  13,406            -            -            -            -
  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                             4,448        3,194           72        3,253          927
----------------------------------------------------------------------------------------------------------------------

Net Loss for the Period                                   (48,676)      (3,819)      (1,197)      (5,003)      (2,383)
======================================================================================================================

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

Weighted Average Shares Outstanding                                  2,250,000    2,000,000    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)


                                                  Six Months
                                                     Ended
                                                    June 30,
                                                2002      2001
                                                 $         $
<S>                                           <C>       <C>
Cash Flows to Operating Activities

  Net loss for the period                      (5,003)   (2,383)

  Less non-cash working capital items

    Prepaid expenses                              500         -
    Accounts payable and accrued liabilities    1,160       997
----------------------------------------------------------------

Net Cash Used by Operating Activities          (3,343)   (1,386)
----------------------------------------------------------------

Cash Flows from Financing Activities

  Due to a related party                            -     5,000
----------------------------------------------------------------

Net Cash Used in Financing Activities               -     5,000
----------------------------------------------------------------

Decrease (increase) in cash                    (3,343)    3,614

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

Cash - end of period                            3,961     3,614
================================================================

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.

     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 in fiscal 2000. 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.


                                       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 June 30, 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.

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 have inadequate capital to fund our 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 $3,819 for the quarter ended June 30, 2002 compared to a
net loss of $1,197 for the quarter ended June 30, 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  Company has not achieved profitable operations and has a deficit of 58,926
at  June  30,  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 June 30, 2002 reflects total
assets of $3,961 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

             99.1   Certification

     (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.



                                         (signed) ______________________________
Date:  August 15, 2002                            By:  /s/  Mark  Epstein,  Esq.
                                                  Mark  Epstein,  Esq.
                                                  Director, President, and Chief
                                                  Accounting  Officer


<PAGE>