<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

[X]     Quarterly  Report  pursuant  to  Section  13  or 15(d) of the Securities
        Exchange  Act  of  1934

     For  the  quarterly  period  ended  SEPTEMBER  30,  2002

[__]    Transition  Report  pursuant  to 13 or 15(d) of the Securities Exchange
        Act  of  1934

     For  the  transition  period                  to
                                  -----------------

        Commission  File  Number     000-49833
                                      ---------

                             CELLWAY VENTURES, INC.
          ----------------------------------------------------------------
          (Exact name of small Business Issuer as specified in its charter)

NEVADA                                     52-2219285
-----------------------------------        ------------
(State  or  other  jurisdiction  of        (IRS  Employer
incorporation  or  organization)            Identification  No.)


375  NEWCASTLE  AVENUE
NANAIMO,  BRITISH  COLUMBIA,  CANADA        V9R  5K4
-------------------------------------      -----------
(Address of principal executive offices)   (Zip  Code)

Issuer's  telephone  number,
  including  area code:                    (250) 754-7294
                                           --------------

                                      NONE
          -----------------------------------------------------
          (Former  name, former address and former fiscal year,
                        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  Securities  Exchange Act of 1934 during the preceding 12
months  (or  for  such  shorter period that the issuer was required to file such
reports),  and  (2) has been subject to such filing requirements for the past 90
days  [X]  Yes    [__]  No

State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:  10,115,000 SHARES OF $0.001 PAR VALUE
COMMON  STOCK  OUTSTANDING  AS  OF  NOVEMBER  8,  2002.


Transitional Small Business Disclosure Format (check one): Yes [  ]  No [X]

                                   1 of 16

<PAGE>


                         PART I - FINANCIAL INFORMATION


ITEM  1.          FINANCIAL  STATEMENTS.



                                   2 of 16

<PAGE>




                              CELLWAY VENTURES INC.
                          (A DEVELOPMENT STAGE COMPANY)


                              FINANCIAL STATEMENTS


                               SEPTEMBER 30, 2002
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)


                                   3 of 16

<PAGE>


                              CELLWAY VENTURES INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                  BALANCE SHEET
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)
<TABLE>
<CAPTION>


--------------------------------------------------------------------------------

                                SEPTEMBER 30     DECEMBER 31
                                    2002       2001
--------------------------------------------------------------------------------
<S>                               <C>        <C>

ASSETS

CURRENT
  Cash                            $ 50,661   $ 64,643
--------------------------------------------------------------------------------

LIABILITIES

CURRENT
  Accounts payable                $  2,963   $    140
                                  --------------------
SHAREHOLDER'S EQUITY

SHARE CAPITAL
  Authorized:
    100,000,000 common shares,
    par value with $0.001 per share

  Issued and outstanding:
    10,115,000 common shares
    at September 30, 2002 and
    10,100,000 common shares
    at December 31, 2001            10,115     10,100

  Additional paid-in capital        67,885     64,900

DEFICIT ACCUMULATED DURING
THE DEVELOPMENT STAGE              (30,302)   (10,497)
                                  --------------------
                                    47,698     64,503
                                  --------------------
                                  $ 50,661   $ 64,643
======================================================
</TABLE>




                                   4 of 16

<PAGE>


                              CELLWAY VENTURES INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          STATEMENT OF LOSS AND DEFICIT
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)

<TABLE>
<CAPTION>






------------------------------------------------------------------------------------

                                                                           INCEPTION
                                                                           AUGUST 17

                                                                           1999 TO
                           THREE MONTHS ENDED        NINE MONTHS ENDED     SEPTEMBER
                              SEPTEMBER 30               SEPTEMBER 30          30
                            2002         2001         2002         2001       2002
------------------------------------------------------------------------------------

<S>                      <C>          <C>          <C>          <C>          <C>

EXPENSES
  Domain registration    $         -  $         -  $         -  $         -  $   140
  Transfer fees                    -            -        1,210            -    1,210
  Professional fees            3,012          205       16,669          205   23,425
  Website development             44            -        1,854            -    4,854
  Office and sundry                -            -           72            -      673
                         -----------------------------------------------------------
NET LOSS FOR THE PERIOD        3,056          205       19,805          205  $30,302
                                                                             -------
DEFICIT ACCUMULATED
  DURING THE DEVELOPMENT
  STAGE, BEGINNING OF
  PERIOD                      27,246       10,292       10,497       10,292
                         ---------------------------------------------------

DEFICIT ACCUMULATED
  DURING THE DEVELOPMENT
  STAGE, END OF PERIOD   $    30,302  $    10,497  $    30,302  $    10,497
----------------------------------------------------------------------------

NET LOSS PER SHARE,
  Basic and diluted      $      0.01  $      0.01  $      0.01  $      0.01
----------------------------------------------------------------------------


WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING               10,115,000   10,100,000   10,110,934   10,100,000
----------------------------------------------------------------------------


</TABLE>





                                   5 of 16

<PAGE>

                              CELLWAY VENTURES INC.
                          (A DEVELOPMENT STAGE COMPANY)

                             STATEMENT OF CASH FLOWS
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------
                                                                      INCEPTION
                                                                      AUGUST 17
                              THREE MONTHS ENDED  NINE MONTHS ENDED   1999 TO
                                SEPTEMBER 30        SEPTEMBER 30    SEPTEMBER 30
                              2002      2001      2002       2001      2002
--------------------------------------------------------------------------------
<S>                         <C>       <C>       <C>        <C>       <C>

CASH FLOWS FROM
OPERATING ACTIVITIES
  Net loss for the period   $(3,056)  $  (205)  $(19,805)  $  (205)  $(30,302)

ADJUSTMENTS TO RECONCILE
 NET LOSS TO NET
 CASH USED BY
 OPERATING ACTIVITIES
  Change in accounts payable   (559)        -      2,823         -      2,963
                             ---------------------------------------------------

                             (3,615)     (205)   (16,982)     (205)   (27,339)
                             ---------------------------------------------------

CASH FLOWS FROM
 FINANCING ACTIVITY
  Share capital                   -         -      3,000         -     78,000
                             ---------------------------------------------------




INCREASE IN CASH             (3,615)     (205)   (13,982)     (205)    50,661

CASH, BEGINNING OF PERIOD    54,276    64,848     64,643    64,848          -
                             ---------------------------------------------------


CASH, END OF PERIOD         $50,661   $64,643   $ 50,661   $64,643   $ 50,661
================================================================================


</TABLE>




                                   6 of 16

<PAGE>

                              CELLWAY VENTURES INC.
                          (A DEVELOPMENT STAGE COMPANY)

                        STATEMENT OF STOCKHOLDERS' EQUITY

                               SEPTEMBER 30, 2002
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)

<TABLE>
<CAPTION>


                                              COMMON STOCK
                                   -------------------------------

                                                        ADDITIONAL
                                                        PAID-IN
                                     SHARES    AMOUNT   CAPITAL    DEFICIT     TOTAL
                                   --------------------------------------------------

<S>                                <C>         <C>      <C>       <C>        <C>
Shares issued for cash at $0.001    5,000,000  $ 5,000  $      -  $      -   $  5,000


Shares issued for cash at $0.01     5,000,000    5,000    45,000         -     50,000

Net loss for the period                     -        -         -    (2,116)    (2,116)
                                   --------------------------------------------------




Balance, December 31, 1999         10,000,000   10,000    45,000    (2,116)    52,884

Shares issued for
cash at $0.20                         100,000      100    19,900         -     20,000

Net loss for the year                       -        -         -    (8,176)    (8,176)
                                   --------------------------------------------------




Balance, December 31, 2000         10,100,000   10,100    64,900   (10,292)    64,708

Net loss for the year                       -        -         -      (205)      (205)
                                   --------------------------------------------------


Balance, December 31, 2001         10,100,000   10,100    64,900   (10,497)    64,503

Shares issued for
cash at $0.20                          15,000       15     2,985         -      3,000

Net loss for the period                     -        -         -   (19,805)   (19,805)
                                   --------------------------------------------------


Balance, September 30, 2002        10,115,000  $10,115  $ 67,885  $(30,302)  $ 47,698
                                   ==================================================


</TABLE>





                                   7 of 16

<PAGE>

                              CELLWAY VENTURES INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)



1.     BASIS  OF  PRESENTATION

The unaudited financial statements as of September 30, 2002 included herein have
been  prepared  without  audit  pursuant  to  the  rules  and regulations of the
Securities  and  Exchange  Commission.  Certain  information  and  footnote
disclosures  normally  included  in  financial statements prepared in accordance
with  United States generally accepted principles have been condensed or omitted
pursuant  to  such  rules  and  regulations.  In  the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair  presentation  have  been  included.  It  is suggested that these financial
statements  be  read in conjunction with the December 31, 2001 audited financial
statements  and  notes  thereto.


2.     NATURE  OF  OPERATIONS

a)     Organization

The  Company was incorporated in the State of Nevada, U.S.A. on August 17, 1999.

b)     Development  Stage  Activities

The  Company  plans  to  launch a free information Website to assist and attract
people  wanting  information  on immigration to Canada. The Company plans to use
the  Website  to  earn income from companies who are prepared to pay to have Web
advertising  in  the  form  of  a button or banners on the Website selling their
products or services. The Company plans to solicit advertisers who are targeting
sales  of  their  products  and  services at people using the Company's website.

c)     Going  Concern

The Company will need additional working capital to be successful in its planned
activity and to service its current debt for the coming year end and, therefore,
continuation  of  the Company as a going concern is dependent upon obtaining the
additional working capital necessary to accomplish its objective. Management has
developed  a  strategy, which it believes will accomplish this objective, and is
presently  engaged  in  seeking  various  sources  of additional working capital
including  equity  funding  through a private placement and long term financing.



                                   8 of 16

<PAGE>


                              CELLWAY VENTURES INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)



3.     SIGNIFICANT  ACCOUNTING  POLICIES

The  financial  statements  of the Company have been prepared in accordance with
generally  accepted  accounting  principles  in  the  United  States.  Because a
precise  determination  of  many assets and liabilities is dependent upon future
events,  the  preparation  of  financial  statements  for  a  period necessarily
involves  the  use  of  estimates  which have been made using careful judgement.

The  financial  statements have, in management's opinion, been properly prepared
within  reasonable  limits  of  materiality  and  within  the  framework  of the
significant  accounting  policies  summarized  below:

a)     Development  Stage  Company

The  Company  is  a  developed  stage  company  as  defined in the Statements of
Financial  Accounting Standards No. 7. The Company is devoting substantially all
of  its  present  efforts  to  establish  a new business and none of its planned
principal operations have commenced. All losses accumulated since inception have
been  considered  as  part  of  the  Company's  development  stage  activities.

b)     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 for the reporting period. Actual
results  could  differ  from  these  estimates.

c)     Software  Development  Costs

Software  development  costs  prior  to  the  application  development stage are
expensed  as  incurred.  Once the application stage is reached, costs of design,
configuration, coding, installation and testing of the Company's website will be
capitalized.  Upon implementation of the website, the asset will be amortized to
expense  over  its  estimated useful life of three years using the straight line
method.  Ongoing  website  post-implementation  costs  of  operation,  including
training  and  application  maintenance, will be charged to expense as incurred.


                                   9 of 16

<PAGE>

                              CELLWAY VENTURES INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002
                                   (UNAUDITED)
                            (STATED IN U.S. DOLLARS)



3.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

d)     Income  Taxes

The  Company  has  adopted Statement of Financial Accounting Standards No. 109 -
"Accounting  for  Income Taxes" (SFAS 109). This standard requires the use of an
asset  and  liability  approach for financial accounting and reporting on income
taxes.  If it is more likely than not that some portion or all if a deferred tax
asset  will  not  be  realized,  a  valuation  allowance  is  recognized.

e)     Financial  Instruments

The  Company's  financial  instruments  consist  of  cash  and accounts payable.

Unless  otherwise  noted,  it  is  management's opinion that this Company is not
exposed  to  significant  interest  or credit risks arising from these financial
instruments.  The  fair  value  of these financial instruments approximate their
carrying  values,  unless  otherwise  noted.

f)     Foreign  Currency  Translation

The  Company's  functional  currency is the U.S. dollar. Transactions in foreign
currencies  are  converted to U.S. dollars at the rate of exchange prevailing at
the  time  of  the  transactions.  Exchange  gains  and  losses arising from the
remeasurement  of  foreign  currency-denominated  assets  and  liabilities  are
included  in  income  in  the  period  in  which  they  occur.

g)     Net  Loss  Per  Share

Basic  loss  per share is computed using only the weighted average common shares
outstanding.  Diluted  loss per share reflects the potential dilution that would
occur  if  securities  or  other  contracts  to  issue  shares were exercised or
converted to common stock. The Company has no potentially issuable common stock.
Hence,  diluted  net  loss  per  share  is the same as basic net loss per share.




                                  10 of 16

<PAGE>

ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.

OVERVIEW


Our  business  plan  is  to  develop  and  market a free immigration information
service  on the Internet from our www.canadiancitizenship.com web site.  We will
design  our  web  site  to  provide information on the process of immigrating to
Canada  from  foreign  countries.  Our  target  users  will  be  persons who are
citizens  of  foreign  countries seeking to work in or immigrate to Canada.  Our
objective  is  to  become  a  leading web site for information on the process of
immigrating  into  Canada.

Our  web  site is currently under development.  Our web site is operational, but
we  are  still  in  the  process  of  competing development before we initiate a
marketing  and  sales  effort to earn revenues from our web site operations.  We

have  not  achieved  any  revenues  from our web site or from any other business
activity  to  date.  We  plan  to  earn  revenues from sales of advertising once
development  of  our web site is complete.  We plan to solicit advertisers whose
target  market  includes  persons  who  are interested in immigrating to Canada.

Our  web  site  is  still  in  the development stage and will require additional
development  before  we  are  able  to  operate  it  on  a  commercial  basis.
Accordingly,  our  business  operations  are in a start-up phase and we have not
earned  any  revenues  to  date.

PLAN  OF  OPERATIONS

Our  plan  of operations for the next twelve months is to complete the following
objectives  within the time period specified, subject to our obtaining financing
for  the  development  and  marketing  of  our  web  site:

     (1)  Complete  development  of the web site, including the incorporation of
          information  on  immigration  into  Canada.  We  anticipate  that this
          development will be completed by November 2002. We anticipate that the
          cost  of  this  development  will  be  approximately  $3,000.

     (2)  We  plan  to  undertake an advertising and marketing campaign once the
          development  of  our web site is complete. We anticipate that the cost
          of  these  marketing  expenses  will  be  approximately  $10,000.

     (3)  We  anticipate spending approximately $32,000 on ongoing operating and
          administrative  expenses.  We  anticipate  that  our monthly operating
          costs  of  our  Web site will be approximately $500 per month. We also
          anticipate  spending  approximately  $500 per month on maintaining the
          accuracy  of the immigration information on our web site. In addition,
          we  anticipate  spending approximately $20,000 on legal and accounting
          professional  fees  that  we  incur in filing a registration statement
          under  the  Securities Exchange Act of 1934 and complying with ongoing
          reporting  obligations  under  the  Securities  Exchange  Act of 1934.

We  therefore anticipate that we will be spending approximately $45,000 over the
next twelve-month period pursuing this plan of operations.  Of these anticipated
expenditures, we anticipate that $23,000 will be spent on our plan of operations
in the next six months.  Our cash position was $50,661 as of September 30, 2002.

RESULTS  OF  OPERATIONS

We did not earn any revenues during the year ended December 31, 2001 or the nine
months  ended  September  30, 2002.  We do not anticipate earning revenues until
such  time as the development of our web site is completed and we commence sales
of advertising.  We are presently in the development stage and we can provide no
assurance  that  we will be successful in completing development of our web site
or  earning  revenues  from  our  web  site  once  development  is  complete.

                                  11 of 16

<PAGE>


We  incurred  operating  expenses  in  the amount of $19,805 for the nine months
ended  September  30, 2002, compared to operating expenses in the amount of $205
for  the  nine months ended September 30, 2001. We incurred web site development
expenses  in  the  amount  of  $1,854 during the first nine months of 2002 as we
re-commenced  development  of  our  web  site.  We  anticipate  that  web  site
development  expenses  will  continue  to  increase during the fourth quarter of
2002.  Operating expenses incurred during the first nine months of 2002 included
professional fees in the amount of $16,669 in connection with our preparation of
a  registration statement for filing with the Securities and Exchange Commission
and  raising  additional  proceeds to fund our business.  We determined to again
proceed  with  our  business  plan  and to raise additional capital in the first
quarter  of  2002.  We  anticipate  that  our  operating  costs will continue to
increase  as  we  undertake  our  stated  plan  of  operations.

We  incurred  a  loss of $205 for the year ended December 31, 2001 and a loss of
$19,805  for  the  nine  months  ended  September 30, 2002.  Our net losses were
attributable  entirely  to  our  operating  expenses.

We  anticipate  continuing  operating losses in the foreseeable future.  We base
this  expectation  in  part on the fact that we will incur substantial operating
expenses  in  completing  our  stated plan of operations before we will have the
opportunity  to  earn revenues.  Our future financial results are also uncertain
due to a number of factors, many of which are outside our control. These factors
include,  but  are  not  limited  to:

     (1)  our  ability  to  develop  a commercially marketable Internet web site
          with  information  and  features  sought  by  Internet  users desiring
          information  on  immigration  to  Canada;
     (2)  our  ability  to  successfully  market  our  web site to our potential
          users;
     (3)  our ability to successfully market our web site to advertisers who are
          prepared  to  pay  for  advertising  on  our  site;
     (4)  the  introduction  of  competing  web  sites.

FINANCIAL  CONDITION  AND  LIQUIDITY

We  had cash of $50,661 as of September 30, 2002, compared to cash of $64,643 as
of  December  31,  2001.  We  had working capital of $47,698 as of September 30,
2002,  compared  to  working  capital  of  $64,503  as  of  December  31,  2001.

As  discussed  above  under  Plan  of  Operations, we anticipate that we will be
spending  approximately  $45,000 over the next twelve-month period pursuing this
plan  of  operations.  Of  these  anticipated  expenditures,  we anticipate that
$23,000  will  be  spent  on  our  plan  of  operations  in the next six months.

We  anticipate  that  our present cash reserves are sufficient for us to sustain
our  business  operations  without additional financing for approximately twelve
months.  We  anticipate  that  we  may  require additional financing in order to
pursue our business plan if: (a) the costs of implementing our business plan are
greater  than  anticipated;  or  (b)  we  are unsuccessful in earning sufficient
revenues  after  commencement  of  operations  in  order  to  sustain  continued
operations.  We  anticipate  that  if  we  pursue  any additional financing, the
financing  would  be an equity financing achieved through the sale of our common
stock.  We  do  not  have  any  arrangement  in  place  for  any  debt or equity
financing.  If  we  are  successful  in completing an equity financing, existing
shareholders  will experience dilution of their interest in our company.  In the
event  we  are not successful in obtaining such financing when necessary, we may
not  be  able  to  proceed  with  our  business  plan.


ITEM  3.     CONTROLS  AND  PROCEDURES.

As  required  by  Rule  13a-15  under  the  Securities Exchange Act of 1934 (the
"Exchange Act"), we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures within the 90 days prior
to  the  filing  date of this report.  This evaluation was carried out under the
supervision  and with the participation of our Chief Executive Officer and Chief
Financial  Officer,  Mr.


                                  12 of 16

<PAGE>



Jack  Morgan.  Based upon that evaluation, our Chief Executive Officer and Chief
Financial  Officer  concluded  that  our  disclosure controls and procedures are
effective  in  timely alerting management to material information relating to us
required  to  be  included  in  our  periodic  SEC  filings.  There have been no
significant  changes  in  our  internal  controls or in other factors that could
significantly affect internal controls subsequent to the date we carried out our
evaluation.

Disclosure  controls  and  procedures are controls and other procedures that are
designed  to  ensure that information required to be disclosed our reports filed
or  submitted  under  the  Exchange  Act  is recorded, processed, summarized and
reported,  within  the  time  periods  specified  in the Securities and Exchange
Commission's  rules  and  forms.  Disclosure  controls  and  procedures include,
without  limitation, controls and procedures designed to ensure that information
required  to  be  disclosed  in  our  reports  filed  under  the Exchange Act is
accumulated  and  communicated  to  management,  including  our  Chief Executive
Officer  and  Chief  Financial  Officer,  to  allow  timely  decisions regarding
required  disclosure.





                                  13 of 16

<PAGE>

                           PART II--OTHER INFORMATION

ITEM  1.     LEGAL  PROCEEDINGS

We  are  not  a party to any material legal proceedings and to our knowledge, no
such  proceedings  are  threatened  or  contemplated.


ITEM  2.     CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

We did not complete any unregistered sales of our common stock during our fiscal
quarter  ended  September  30,  2002.

ITEM  3.     DEFAULTS  UPON  SENIOR  SECURITIES


None.


ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

No  matters  were submitted to our security holders for a vote during the fiscal
quarter  ended  September  30,  2002.

ITEM  5.     OTHER  INFORMATION.

None.

ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

EXHIBITS  REQUIRED  BY  ITEM  601  OF  FORM  8-K


EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
--------------------------------------------------------------------------------
99.1           Certification  of  Chief  Executive  Officer  and Chief Financial
               Officer  pursuant    to  18  U.S.C.  Section 1350, as
               adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
               (1)
--------------------------------------------------------------------------------
(1)            Filed  as  an  Exhibit  to  this  Quarterly  Report  on
               Form  10-QSB
--------------------------------------------------------------------------------


REPORTS  ON  FORM  8-K

We  did not file any Current Reports on Form 8-K during the fiscal quarter ended
September  30,  2002 and we have not filed any Current Reports on Form 8-K since
September  30,  2002.


                                  14 of 16

<PAGE>

                                   SIGNATURES

In  accordance with the requirements of the Securities and Exchange Act of 1934,
the  Registrant  has  duly  caused this report to be signed on its behalf by the
undersigned,  thereunto  duly  authorised.

                                  CELLWAY  VENTURES,  INC.
Date:     NOVEMBER  12,  2002
                               By: /s/ Jack Morgan
                                   ----------------------------
                                   JACK  MORGAN
                                   PRESIDENT,
                                   CHIEF  EXECUTIVE  OFFICER,
                                   CHIEF  FINANCIAL  OFFICER
                                   AND  DIRECTOR



                                  15 of 16

<PAGE>

                                 CERTIFICATIONS

I,  JACK  MORGAN, Chief Executive Officer and Chief Financial Officer of Cellway
Ventures,  Inc.  (the  "Registrant"),  certify  that;

(1)  I  have  reviewed  this quarterly report on Form10-QSB of Cellway Ventures,
     Inc.;

(2)  Based  on  my  knowledge, this quarterly 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  quarterly  report;

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

(4)  The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during  the  period  in  which this quarterly
          report  is  being  prepared;

     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  quarterly  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  quarterly  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

(5)  The  registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons performing the
     equivalent  functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and

(6)  The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report whether or not there were significant changes in internal
     controls  or  in  other  facts  that  could  significantly  affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.




Date:   November  12, 2002         /s/ Jack Morgan
                                   ___________________________________
                                   (Signature)

                                   PRESIDENT  AND  CHIEF  EXECUTIVE  OFFICER
                                   TREASURER  AND  CHIEF  FINANCIAL  OFFICER
                                   ___________________________________
                                   (Title)