Exhibit     31.2          Certification.
CERTIFICATION  OF  CHIEF  ACCOUNTING  OFFICER
I,  Mark  Epstein  ,  certify  that:

1.  I  have  reviewed  this  quarterly  report  on  Form  10-QSB  of
UCELLIT.COM  INC.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material  fact or omit to state a material fact necessary to make the statements
made,  in  light of the circumstances under which such statements were made, not
misleading  with  respect  to  the  period  covered  by  this  report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information included in this report, fairly present in all material respects the
financial  condition, results of operations and cash flows of the small business
issuer  as  of,  and  for,  the  periods  presented  in  this  report;

4. The small business issuer's other certifying officer(s) and I are responsible
for  establishing and maintaining disclosure controls and procedures (as defined
in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  and  internal control over
financial  reporting  (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for  the  small  business  issuer  and  have:

                         (a)  Designed  such disclosure controls and procedures,
                         or caused such disclosure controls and procedures to be
                         designed under our supervision, to ensure that material
                         information  relating  to  the  small  business issuer,
                         including  its consolidated subsidiaries, is made known
                         to  us  by  others  within those entities, particularly
                         during  the  period  in  which  this  report  is  being
                         prepared;

                         (b)  Designed  such  internal  control  over  financial
                         reporting,  or  caused  such  internal  control  over
                         financial  reporting  to  be  designed  under  our
                         supervision,  to provide reasonable assurance regarding
                         the  reliability  of  financial  reporting  and  the
                         preparation  of  financial  statements  for  external
                         purposes  in  accordance  with  generally  accepted
                         accounting  principles;

                         (c)  Evaluated  the effectiveness of the small business
                         issuer's  disclosure  controls  and  procedures  and
                         presented  in  this  report  our  conclusions about the
                         effectiveness  of  the  disclosure  controls  and
                         procedures, as of the end of the period covered by this
                         report  based  on  such  evaluation;  and

                         (d)  Disclosed  in  this report any change in the small
                         business  issuer's  internal  control  over  financial
                         reporting  that  occurred  during  the  small  business
                         issuer's most recent fiscal quarter (the small business
                         issuer's fourth fiscal quarter in the case of an annual
                         report)  that has materially affected, or is reasonably
                         likely  to  materially  affect,  the  small  business
                         issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed,
based  on  our  most  recent  evaluation  of  internal  control  over  financial
reporting,  to  the  small business issuer's


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auditors  and  the  audit  committee  of  the  small  business issuer's board of
directors  (or  persons  performing  the  equivalent  functions):

                         (a)  All  significant  deficiencies  and  material
                         weaknesses  in  the  design  or  operation  of internal
                         control  over  financial reporting which are reasonably
                         likely  to adversely affect the small business issuer's
                         ability  to  record,  process,  summarize  and  report
                         financial  information;  and

                         (b)  Any  fraud, whether or not material, that involves
                         management  or  other  employees who have a significant
                         role  in  the  small business issuer's internal control
                         over  financial  reporting.

Date:  December  22,  2003
(signed)____________________
Mark  Epstein
/s/  Mark  Epstein
Chief  Financial  Officer


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