UCELLIT COM INC, SB-2/A, 2000-06-02

UCELLIT COM INC
SB-2/A, 2000-06-02
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As filed with the Securities and Exchange Commission on June 2, 2000

Registration No. 333-33852
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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AMENDMENT NO. 1

To
FORM SB-2
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

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Ucellit.com Inc.
(Exact name of small business issuer in its charter)

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<S> <C> <C>
Washington 5499 91-2022701
(State or other jurisdiction of (primary standard (I.R.S. Employer
incorporation or organization) industrial code) Identification Number)
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1177 West Hastings, Suite 2110
Vancouver, British Columbia V6E 2K3, CANADA
(604) 687-2199
(Address and telephone number of principal executive offices)

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Agent for Service: With a Copy to:
Michael Kirsh, President James L. Vandeberg
Ucellit.com Inc. Ogden Murphy Wallace, PLLC
1177 West Hastings, Suite 2110 1601 Fifth Avenue, Suite 2100
Vancouver, British Columbia V6E 2K3, CANADA Seattle, Washington 98101
(604) 687-2199 (206) 447-7000
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(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount maximum maximum Amount of
Title of each class of to be offering price aggregate registration
securities to be registered registered per unit offering price fee
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<S> <C> <C> <C> <C>
Class A Common Stock............ 500,000 $.01 $5,000.00 $1.32(1)
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(1) Previously paid.

Note: Specific details relating to the fee calculation shall be furnished in
notes to the table, including references to provisions of Rule 457 (Section
230.457 of this chapter) relied upon, if the basis of the calculation is not
otherwise evident from the information presented in the table. If the filing
fee is calculated pursuant to Rule 457(o) under the Securities Act, only the
title of the class of securities to be registered, the proposed maximum
aggregate offering price for that class of securities and the amount of
registration fee needed to appear in the Calculation of Registration Fee
table. Any difference between the dollar amount of securities registered for
such offerings and the dollar amount of securities sold may be carried forward
on a future registration statement pursuant to Rule 429 under the Securities
Act.
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The registration hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ +
+We will amend and complete the information in this prospectus. The +
+information in this prospectus is not complete and may be changed. We may not +
+sell these securities until the registration statement filed with the +
+securities and exchange commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION--[enter date, 2000]

PROSPECTUS

, 2000

Ucellit.com Inc.

1177 West Hastings, Suite 2110
Vancouver, British Columbia V6E 2K3, CANADA
(604) 687-2199

500,000 Shares of Common Stock

This is the initial public offering of common stock of Ucellit.com Inc., and
no public market currently exists for shares of Ucellit.com's common stock. The
initial public offering price is $0.01 per share of common stock. The offering
is on a best efforts--no minimum basis. There is no date certain for closing
the offering, no minimum purchase requirement, and no arrangement to place
funds in an escrow, trust, or similar account.

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This investment involves a high degree of risk.

See "Risk Factors" beginning on page 2.

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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.

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TABLE OF CONTENTS

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Page
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PART I--PROSPECTUS

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PROSPECTUS SUMMARY....................................................... 1

RISK FACTORS............................................................. 2

USE OF PROCEEDS.......................................................... 8

DETERMINATION OF OFFERING PRICE.......................................... 9

SELLING SECURITY HOLDERS................................................. 9

PLAN OF DISTRIBUTION..................................................... 9

LEGAL PROCEEDINGS........................................................ 9

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS............. 9

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT........... 10

DESCRIPTION OF SECURITIES................................................ 10

INTEREST OF NAMED EXPERTS AND COUNSEL.................................... 11

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES............................................................. 11

DESCRIPTION OF BUSINESS.................................................. 11

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION................ 18

DESCRIPTION OF PROPERTY.................................................. 20

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS........................... 20

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS................. 20

EXECUTIVE COMPENSATION................................................... 21

FINANCIAL STATEMENTS..................................................... F-1

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.............................................................. F-7
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PROSPECTUS SUMMARY

Ucellit.com

Ucellit.com Inc. is a corporation formed under the laws of the State of
Washington, whose principal executive offices are located in Vancouver, British
Columbia, Canada.

The primary objective of the business is designed to market high-quality,
low-cost vitamins, minerals, nutritional supplements, and other health and
fitness products to medical professionals, alternative health professionals,
martial arts studios and instructors, sports and fitness trainers, other health
and fitness professionals, school and other fund raising programs and other
similar types of customers via the Internet for sale to their clients.

Name, Address, and Telephone Number of Registrant

Ucellit.com Inc.
1177 West Hastings, Suite 2110
Vancouver, British Columbia V6E 2K3, CANADA
(604) 687-2199
(604) 687-8360

The Offering

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Price per share Offered..................................... $0.01
Common Stock Offered by Ucellit.com......................... 500,000 shares
Common Stock Outstanding Prior to Offering.................. 2,500,000 shares
Common Stock Outstanding After Offering*.................... 3,000,000 shares
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* Assumes sale of all shares offered

Ucellit.com expects to use the net proceeds for organizational purposes and
to determine the feasibility of selling Vitamineralherb.com products to
specific markets.

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RISK FACTORS

You should carefully consider the following risk factors and all other
information contained in this prospectus before purchasing the common stock of
Ucellit.com. Investing in Ucellit.com's common stock involves a high degree of
risk. Any of the following risks could adversely affect Ucellit.com's business,
financial condition and results of operations and could result in a complete
loss of your investment.

You Should Not Rely on Forward-Looking Statements Because They Are Inherently
Uncertain

You should not rely on forward-looking statements in this prospectus. This
prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as "anticipates", "believes", "plans",
"expects", "future", "intends" and similar expressions to identify these
forward-looking statements. Prospective investors should not place undue
reliance on forward-looking statements, which apply only as of the date of this
prospectus. Ucellit.com's actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the
risks faced by Ucellit.com described in "Risk Factors" and elsewhere in this
prospectus.

Risks Related to Ucellit.com's Business

Ucellit.com Has Incurred Losses Since Its Inception March 14, 2000 and
Expects Losses to Continue For the Foreseeable Future

Ucellit.com is in the extreme early stages of development and could fail
before implementing its business plan. It is a "start up" venture that will
incur net losses for the foreseeable future. Ucellit.com has only recently
acquired its principal asset. Ucellit.com will incur additional expenses before
becoming profitable, if it ever becomes profitable. It is a relatively young
company that has no history of earnings or profit. There is no assurance that
it will operate profitably in the future or provide a return on investment in
the future.

Ucellit.com's Sole Shareholder May Devote More Resources to Other Companies
He Owns

Ucellit.com's sole shareholder, officer and director, Michael Kirsh, is also
the sole shareholder, officer and director of a company with a similar
distribution license for another territory. The license for other territory may
prove more lucrative than Ucellit.com's territory, and it is possible that Mr.
Kirsh could devote more time and resources to the other company at the expense
of Ucellit.com.

Changes or Interruptions to Ucellit.com's Arrangements with Its Supplier
May Have an Adverse Effect on Its Ability to Operate

If Ucellit.com's licensor defaults under its agreement with its supplier,
Ucellit.com could lose access to its manufacturing source, and Ucellit.com's
distribution rights would become meaningless. Similarly, any dispute between
the supplier and licensor could prevent Ucellit.com from selling or delivering
product to its customers. Any termination or impairment of Ucellit.com's
license rights and access to products could prevent Ucellit.com from
implementing its business plan, thereby limiting its profitability and
decreasing the value of its stock.

Ucellit.com Will Compete With Other Internet Retailers and May Not Achieve
the Customer Base Necessary to Become or Remain Profitable

Ucellit.com's future revenues and profits, if any, substantially depend upon
the widespread acceptance and use of the Internet as an effective medium of
business by target consumers. Consumers may not choose to do business over the
Internet in sufficient number to establish the customer base necessary to
obtain revenues and achieve profitable operations. Even if use of the Internet
and electronic commerce continues to increase, the online vitamins market may
not develop. Ucellit.com may therefore be unable to successfully market and
sell its product, in which case it would not become profitable.

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Ucellit.com Must Rely On Its Licensor to Provide Critical Services. Failure
of the Licensor to Supply a Service Will Hamper Ucellit.com's Ability to Do
Business

As part of its license, Ucellit.com's licensor has agreed to provide and
maintain (1) a website through which orders are placed and (2) a payment system
for receipt of payments from customers and disbursement of funds to Ucellit.com
and its supplier. If the licensor fails to provide these services, Ucellit.com
may be unable to conduct its business. If Ucellit.com is unable to conduct its
business, it may lose customers and revenues. Ucellit.com's future success will
depend, in part, on the licensor's use of leading technologies to provide
seamless access to and services through its website. The licensor's network
infrastructure may be vulnerable to computer viruses, hacking or similar
disruptive problems caused by users, other connected Internet sites,
instabilities in the Internet, interconnecting networks and various telephone
networks. Computer viruses or problems caused by third parties could lead to
interruptions, delays or cessation in service to Ucellit.com. If the licensor
does not maintain an up-to-date, effective website, Ucellit.com may not be
effective in its online sales.

Ucellit.com Relies On Third Parties to Supply Telecommunications Services
And Any Interruption of These Services May Have An Adverse Effect On Its
Ability to Operate

Ucellit.com will rely on its licensor's providers such as the local telephone
companies and other companies to provide data-communications via local
telecommunications lines and leased long-distance lines. The means of ordering
and paying for products may be disrupted or eliminated if the licensor
experiences disruptions or capacity constraints in its telecommunications
services. Ucellit.com or its licensor may be unable to replace these services
on a timely basis or at all. If customer sales are disrupted, Ucellit.com will
lose customers and profitability.

Government Regulation of the Internet Could Adversely Affect Ucellit.com's
Profitability

Existing or future legislation could limit growth in use of the Internet,
which would curtail Ucellit.com's revenue growth. Any new regulation of
Internet commerce could damage Ucellit.com's business, affect the profitability
and perhaps the viability of its business plan, and cause the price of its
common stock to decline. Regulation could prove to be burdensome, and impose
significant additional costs on Ucellit.com's business or subject it to
additional liabilities. Regulation is likely in the areas of user privacy,
pricing, content, and quality of products and services. Laws and regulations
applying to the solicitation, collection, or processing of personal or consumer
information could limit Ucellit.com's activities. In addition, any regulation
imposing fees for Internet use could result in a decline in the use of the
Internet and the viability of Internet commerce, which could have a material
adverse effect on Ucellit.com's business, results of operations, and financial
condition.

New Taxation Could Adversely Affect Ucellit.com's Profitability

Canadian, U.S., or other local or foreign jurisdictions may seek to impose
sales tax collection obligations on Ucellit.com for its sales over the
Internet. If one or more states or any foreign country successfully asserts
that Ucellit.com should collect sales or other taxes on the sale of its
products, it could also prevent Ucellit.com's business from growing or expose
it to unanticipated liabilities. Taxation of Internet use, or other charges
imposed by government agencies or by private organizations for accessing the
Internet, may also be imposed. Customers may not be willing to pay the higher
prices necessitated by a tax, or may choose to purchase products from a company
that is not subject to the tax. Any taxation could cause loss of customers and
a decrease in Ucellit.com's profitability.

Government Regulation of Products Could Adversely Affect Viability of
Dietary Supplements

In Canada, extensive federal government regulations may restrict the way
Ucellit.com sells its products, resulting in restrictions on the products and
content Ucellit.com offers its customers and significant additional expenses.
Numerous Canadian governmental agencies may regulate the manufacture,
packaging, labeling, advertising, promotion, distribution and sale of
Ucellit.com's products. The primary regulatory agency is Health Canada, which
regulates Ucellit.com's products under the Food and Drugs Act and associated
regulations.

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Canadian laws, regulations and enforcement policies governing Ucellit.com's
dietary supplement products are relatively new and still evolving and
Ucellit.com cannot predict what enforcement positions Health Canada or Industry
Canada may take with respect to Ucellit.com's selling methods. Health Canada
has established a new Office of National Health Products which will evaluate
health products for assurance of safety while enhancing consumer access and
choice to a full range of natural health products. Office of National Health
Products will be a new regulatory authority reporting to the Assistant Deputy
Minister, Health Protections Branch. Until the new regulatory framework has
been established under the Office of National Health Products, natural health
products will continue to be regulated either as foods or drugs.

U.S. federal, state and local government regulations may also restrict
Ucellit.com's products. The U.S. Food and Drug Administration regulates
Ucellit.com's products under the Federal Food, Drug and Cosmetic Act and
regulations promulgated thereunder. Ucellit.com's products are also subject to
regulation by, among other regulatory entities, the Consumer Product Safety
Commission, the U.S. Department of Agriculture, and the Environmental
Protection Agency. The U.S. Federal Trade Commission regulates advertising and
other forms of promotion and methods of marketing of Ucellit.com's products
under the Federal Trade Commission Act. Various provincial, state and local
agencies may also regulate the manufacture, labeling and advertising of
Ucellit.com's products.

Ucellit.com cannot be certain that its attempts, or those of its suppliers,
to comply with laws and regulations in this area are or will be deemed
sufficient by the appropriate regulatory agencies. Enforcement actions by any
of these regulatory agencies can result in civil and criminal penalties, an
injunction to stop or modify certain selling methods, seizure of Ucellit.com's
products, adverse publicity or voluntary recalls and labeling changes. If any
governmental agency were to undertake an enforcement action against
Ucellit.com, it could cause an immediate decrease in its revenues, cause it to
incur significant additional expenses and result in a decrease in its stock
price. Ucellit.com's efforts to comply with existing laws and regulations may
be costly, may force it to change its selling strategy and may not be
successful. Ucellit.com cannot promise that it will be able to comply with any
existing or future laws, regulations, interpretations or applications without
incurring significant costs or adjusting its business model.

Purchasers Must Rely on Mr. Kirsh's Abilities For All Decisions As He Will
Control the Majority of the Stock After the Offering. Ucellit.com Has No
Employment Agreement With Mr. Kirsh and He Spends Only Part-time On Its
Business. His Leaving May Adversely Effect Ucellit.com's Ability To Operate

Mr. Kirsh is serving as Ucellit.com's sole officer and director. Ucellit.com
will be heavily dependent upon Mr. Kirsh's entrepreneurial skills and
experience to implement its business plan and may, from time to time, find that
his inability to devote full time and attention to its affairs will result in
delay(s) in progress towards the implementation of its business plan or in a
failure to implement its business plan. Moreover, Ucellit.com does not have an
employment agreement with Mr. Kirsh and as a result, there is no assurance that
he will continue to manage its affairs in the future. Nor has Ucellit.com
obtained a key man life insurance policy on Mr. Kirsh. Ucellit.com could lose
the services of Mr. Kirsh, or Mr. Kirsh could decide to join a competitor or
otherwise compete directly or indirectly with Ucellit.com, which would have a
significant adverse effect on its business and could cause the price of its
stock to be worthless. The services of Mr. Kirsh would be difficult to replace.

Mr. Kirsh Has No Experience in Ucellit.com's Line of Business and May Make
Poor Business Decisions Which May Adversely Effect Its Business

Mr. Kirsh has no experience in marketing and retail sale of vitamins and
other nutritional supplements, or the sale of products over the Internet. Mr.
Kirsh is not a doctor, nutritionist, or health professional by trade. As a
result, Ucellit.com will likely need to rely on others who understand the sale
and marketing of nutritional supplements. Because of lack of experience in this
line of business, Ucellit.com may overestimate the

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marketability of the Vitamineralherb.com products and may underestimate the
costs and difficulties associated with selling and distributing of the
products. Any such unanticipated costs or difficulties could prevent
Ucellit.com from implementing its business plan, thereby limiting its
profitability and decreasing the value of its stock.

Ucellit.com May Be Subject to Product Liability Suits Which Could Adversely
Effect Its Financial Condition

Ucellit.com may be subject to product liability claims if any of the products
it sells results in injury. Ucellit.com may be subjected to various product
liability claims, including, among others, that its products include inadequate
instructions for use or inadequate warnings concerning possible side effects
and interactions with other substances. Ucellit.com relies on third party
manufacturers for its products and product disclosures. Ucellit.com has no
product liability insurance coverage. Although its licensor warrants the
products and provides indemnification to Ucellit.com for losses, claims, and
expenses arising from a breach of the product warranties, any such
indemnification is limited by its terms and, as a practical matter, is limited
to the creditworthiness of the indemnifying party. In the event that
Ucellit.com does not have adequate indemnification, product liability claims
could be costly and divert management's attention from business.

Unfavorable Publicity May Curtail the Market for Ucellit.com's Products

The dietary supplement market is affected by national media attention
regarding the consumption of dietary supplements. Ucellit.com is highly
dependent upon consumers' perceptions of the safety and quality of its products
as well as dietary supplements distributed by other companies. Any negative
publicity asserting that these products may be harmful or questioning their
efficacy could have a material adverse effect on Ucellit.com's business,
regardless of whether these reports are scientifically supported or whether the
claimed harmful effects would be present at the dosages recommended for these
products. Because of Ucellit.com's dependence on consumers' perceptions,
adverse publicity associated with illness or other adverse effects resulting
from the consumption of its products or any similar products distributed by
other companies and future reports of research that are perceived as less
favorable or that question earlier research could have a material adverse
effect on Ucellit.com's sales and therefore its profitability.

Ucellit.com Will Compete With Other Vitamin Retailers and May Not Achieve
the Customer Base Necessary to Become or Remain Profitable

The electronic commerce industry is new, rapidly evolving and intensely
competitive, and Ucellit.com expects competition to intensify in the future.
Barriers to entry are minimal and current and new competitors can launch sites
at a relatively low cost. In addition, the vitamin market is very competitive
and highly fragmented, with no clear dominant leader and increasing public and
commercial attention. Ucellit.com competes with a variety of other companies,
including traditional vitamin retailers, the online retail initiatives of
several traditional retailers and other Vitamineralherb.com licensees. Many of
Ucellit.com's potential competitors have longer operating histories, larger
customer or user bases, greater brand recognition and significantly greater
financial, marketing and other resources than Ucellit.com has. In addition, an
online retailer may be acquired by, receive investments from, or enter into
other commercial relationships with, larger, well-established and well-financed
companies as use of the Internet and other electronic services increases.
Competitors have and may continue to adopt aggressive pricing or inventory
availability policies and devote substantially more resources to website and
systems development than Ucellit.com does. Increased competition may result in
reduced operating margins and loss of market share.

Acquisition of or Combination with Another Company Could Dilute Stockholder
Value

Because Ucellit.com may not be successful in developing a viable market for
the Vitamineralherb.com products, its management will spend a significant
portion of the time it devotes to evaluating other business

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opportunities that may be available to Ucellit.com. In the event of a business
combination, the ownership interests of holders of existing shares of
Ucellit.com's stock will be diluted. Due to its limited financial resources,
the only way Ucellit.com will be able to diversify its activities, should its
business plan prove to be impractical, would be to enter into a business
combination.

Any asset acquisition or business combination would likely include the
issuance of a significant amount of Ucellit.com's common stock, which would
dilute the ownership interest of holders of existing shares, and may result in
a majority of the voting power being transferred to new investors. Depending on
the nature of the transaction, Ucellit.com's stockholders may not have an
opportunity to vote on whether to approve it. For example, Ucellit.com's board
of directors may decide to issue a significant amount of stock to effect a
share exchange with another company. Such a transaction does not require
shareholder approval, but Ucellit.com's officers and directors must exercise
their powers in good faith and with a view to the interests of the corporation.

Acquisition of or Combination with Another Company Could Be Difficult To
Integrate and Disrupt Business

Any acquisition of or business combination with another company could disrupt
Ucellit.com's ongoing business, distract management and employees and increase
its expenses. If Ucellit.com acquires a company, it could face difficulties in
assimilating that company's personnel and operations. In addition, the key
personnel of the acquired company may decide not to work for Ucellit.com.
Acquisitions also involve the need for integration into existing
administration, services, marketing, and support efforts. Any amortization of
goodwill or other assets, or other charges resulting from the costs of these
acquisitions, could limit Ucellit.com's profitability and decrease the value of
its stock. In addition, Ucellit.com's liquidity and capital resources may be
diminished prior to or as a result of consummation of a business combination
and its capital may be further depleted by the operating losses (if any) of the
business entity which Ucellit.com may eventually acquire.

Ucellit.com May Enter In To New Line of Business Which Investors Could Not
Evaluate

In the event of a business combination, acquisition, or change in shareholder
control, Ucellit.com may enter in to a new line of business which an investor
did not anticipate and in which that investor may not want to participate.
Ucellit.com may make investments in or acquire complementary products,
technologies and businesses, or businesses completely unrelated to its current
business plan. Similarly, an asset acquisition or business combination would
likely include the issuance of a significant amount of Ucellit.com's common
stock, which may result in a majority of the voting power being transferred to
new investors. New investors may replace Ucellit.com's management. New
management may decide not to continue to implement Ucellit.com's current
business plan, and may decide to enter into a business completely unrelated to
the current business plan which an investor did not anticipate and in which
that investor may not want to participate. In such case, an investor could lose
its entire investment on a business decision it did not get to evaluate at the
time of investing in Ucellit.com.

Financial Risks

Ucellit.com Has No Operating History and Financial Results Are Uncertain

Ucellit.com is a young company with no history of earnings or profit and
there is no assurance that it will operate profitably in the future. There is
no meaningful historical financial data upon which to base planned operating
expenses. As a result of Ucellit.com's limited operating history, it is
difficult to accurately forecast its potential revenue. In order to become
profitable, Ucellit.com must:

. execute on its business model;

. create brand recognition;

. manage growth in its operations;

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. create a customer base cost-effectively;

. retain customers;

. access additional capital when required; and

. attract and retain key personnel.

Ucellit.com cannot be certain that its business model will be successful or
that it will successfully address these and other challenges, risks and
uncertainties. If it fails successfully meet these challenges, Ucellit.com will
likely never become profitable.

Ucellit.com May Need Additional Financing Which May Not Be Available, or
Which May Dilute the Ownership Interests of Investors

Ucellit.com's ultimate success will depend on its ability to raise additional
capital. No commitments to provide additional funds have been made by
management or other shareholders. Ucellit.com has not investigated the
availability, source or terms that might govern the acquisition of additional
financing. When additional capital is needed, there is no assurance that funds
will be available from any source or, if available, that they can be obtained
on terms acceptable to Ucellit.com. If not available, Ucellit.com's operations
would be severely limited, and it would be unable to implement its business
plan.

Investment Risks

Ucellit.com's Common Stock Has No Prior Market, And Prices May Decline
After the Offering

There is no public market for Ucellit.com's common stock and no assurance can
be given that a market will develop or that any shareholder will be able to
liquidate its investment without considerable delay, if at all. The trading
market price of Ucellit.com's common stock may decline below the offering
price. If a market should develop, the price may be highly volatile. In
addition, an active public market for Ucellit.com's common stock may not
develop or be sustained. Factors such as those discussed in this "Risk Factors"
section may have a significant impact on the market price of Ucellit.com's
securities. Owing to the low price of the securities, many brokerage firms may
not be willing to effect transactions in the securities. Even if a purchaser
finds a broker willing to effect a transaction in Ucellit.com's common stock,
the combination of brokerage commissions, state transfer taxes, if any, and
other selling costs may exceed the selling price. Further, many lending
institutions will not permit the use of these securities as collateral for
loans. Thus, a purchaser may be unable to sell or otherwise realize the value
invested in Ucellit.com stock.

Investors May Face Significant Restrictions on the Resale of Ucellit.com
Stock Due to State Blue Sky Laws

Because Ucellit.com's securities have not been registered for resale under
the blue sky laws of any state, the holders of shares and those persons
desiring to purchase them in any trading market that may develop in the future
should be aware that there may be significant state blue sky law restrictions
on the ability of investors to sell and on purchasers to buy Ucellit.com's
securities. Each state has its own securities laws, often called "blue sky
laws", which limit sales of stock to a state's residents unless the stock is
registered in that state or qualifies for an exemption from registration, and
govern the reporting requirements for broker-dealers and stock brokers doing
business directly or indirectly in the state. Before a security is sold in a
state, there must be a registration in place to cover the transaction, and the
broker must be registered in that state, or otherwise be exempt from
registration. Ucellit.com does not know whether its stock will be registered
under the laws of any states. A determination regarding registration will be
made by the broker-dealers, if any, who agree to serve as the market-makers for
Ucellit.com's stock.

Accordingly, investors should consider the secondary market for Ucellit.com's
securities to be a limited one. Investors may be unable to resell their stock,
or may be unable to resell it without the significant expense of state
registration or qualification.

7
<PAGE>

Investors May Face Significant Restrictions on the Resale of Ucellit.com
Stock Due To Federal Penny Stock Regulations

In addition, the Securities and Exchange Commission has adopted a number of
rules to regulate "penny stocks." These rules include Rules 3a51-1, 15g-1, 15g-
2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-7 under the Securities and Exchange Act
of 1934, as amended. Because Ucellit.com's securities may constitute "penny
stock" within the meaning of the rules, the rules would apply to Ucellit.com
and its securities. The rules may further affect the ability of owners of
Ucellit.com's shares to sell their securities in any market that may develop
for them. There may be a limited market for penny stocks, due to the regulatory
burdens on broker-dealers. The market among dealers may not be active.
Investors in penny stock often are unable to sell stock back to the dealer that
sold them the stock. The mark ups or commissions charged by the broker-dealers
may be greater than any profit a seller may make. Because of large dealer
spreads, investors may be unable to sell the stock immediately back to the
dealer at the same price the dealer sold the stock to the investor. In some
cases, the stock may fall quickly in value. Investors may be unable to reap any
profit from any sale of the stock, if they can sell it at all.

Shareholders should be aware that, according to the Securities and Exchange
Commission Release No. 34-29093, the market for penny stocks has suffered in
recent years from patterns of fraud and abuse. These patterns include:

. control of the market for the security by one or a few broker-dealers
that are often related to the promoter or issuer;

. manipulation of prices through prearranged matching of purchases and
sales and false and misleading press releases;

. "boiler room" practices involving high pressure sales tactics and
unrealistic price projections by inexperienced sales persons;

. excessive and undisclosed bid-ask differentials and markups by selling
broker-dealers; and

. the wholesale dumping of the same securities by promoters and broker-
dealers after prices have been manipulated to a desired level, along
with the inevitable collapse of those prices with consequent investor
losses.

USE OF PROCEEDS

The net proceeds to Ucellit.com from the sale of the 500,000 shares of common
stock offered by Ucellit.com hereby at an assumed initial public offering price
of $.01 per share are estimated to be $5,000. Ucellit.com expects to use the
net proceeds as follows:

<TABLE>
<CAPTION>
Purpose 50% Subscription* 100% Subscription**
------- ----------------- -------------------
<S> <C> <C>
Organizational Purposes............ $1,000 $1,000
Feasibility of License/Market
Research.......................... $1,500 $4,000
</TABLE>
--------

* Assumes sale of 50% of the stock being offered

** Assumes sale of 100% of the stock being offered

Ucellit.com continually evaluates other business opportunities that may be
available to it, whether in the form of assets acquisitions or business
combinations. Ucellit.com may use a portion of the proceeds for these purposes.
Ucellit.com is not currently a party to any contracts, letters of intent,
commitments or agreements and is not currently engaged in active negotiations
with respect to any acquisitions.

Ucellit.com has not yet determined the amount of net proceeds to be used
specifically for any of the foregoing purposes. Accordingly, Ucellit.com's
management will have significant flexibility in applying the net proceeds of
the offering.

8
<PAGE>

DETERMINATION OF OFFERING PRICE

Ucellit.com arbitrarily determined the price of the Units in this Offering.
The offering price is not an indication of and is not based upon the actual
value of Ucellit.com. It bears no relationship to the book value, assets or
earnings of Ucellit.com or any other recognized criteria of value. The offering
price should not be regarded as an indicator of the future market price of the
securities.

SELLING SECURITY HOLDERS

There are no selling security holders.

PLAN OF DISTRIBUTION

Ucellit.com will sell a maximum of 500,000 shares of its common stock to the
public on a "best efforts" basis. There can be no assurance that any of these
shares will be sold. This is not an underwritten offering. Ucellit.com has not
committed to keep the registration statement effective for any set period of
time. The gross proceeds to Ucellit.com will be $5,000 if all the shares
offered are sold. No commissions or other fees will be paid, directly or
indirectly, by Ucellit.com, or any of its principals, to any person or firm in
connection with solicitation of sales of the shares. No public market currently
exists for shares of Ucellit.com's common stock. Ucellit.com intends to apply
to have its shares traded on the OTC bulletin board under the symbol "UCEL".

LEGAL PROCEEDINGS

Ucellit.com is not a party to any pending legal proceeding or litigation and
none of its property is the subject of a pending legal proceeding. Further, the
officer and director knows of no legal proceedings against Ucellit.com or its
property contemplated by any governmental authority.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the name, age and position of each director
and executive officer of Ucellit.com:

<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Michael Kirsh................ 46 President, Secretary, Treasurer, Director
</TABLE>

In March, 2000, Mr. Kirsh was elected as the sole officer and director of
Ucellit.com, of which he is the sole stockholder. He will serve until the first
annual meeting of Ucellit.com's shareholders and his successors are elected and
qualified. Thereafter, directors will be elected for one-year terms at the
annual shareholders' meeting. Officers will hold their positions at the
pleasure of the board of directors, absent any employment agreement.

During the past five years, Mr. Kirsh has worked with a group of independent
investors that acquires private companies and conducts reverse takeovers. In a
reverse takeover, the shareholders of an acquired company generally end up
owning all or most of the resulting combined company. Before forming his
investment group, Mr. Kirsh had invested in both real estate and the stock
market. From approximately 1986 to 1992 Mr. Kirsh developed two dental
practices in Vancouver, British Columbia, Canada, which he sold in 1992 before
forming his investment group. There are no plans, arrangements, or
understandings pending for Ucellit.com to acquire any or to be acquired by any
company. Ucellit.com has engaged in discussions concerning potential business
combinations, but has not entered into any agreement for such a combination.

9
<PAGE>

Mr. Kirsh is the sole shareholder, officer, and director of
BentleyCapitalCorp.com Inc., a company with a Vitamineralherb.com license for
the territory of British Columbia, Canada. BentleyCapitalCorp also plans to
register its securities pursuant to a Form SB-2 registration statement. Mr.
Kirsh is also the sole shareholder, officer and director of Gentry Resources,
Inc., and Growtex Inc., both of which filed with the Securities and Exchange
Commission on March 10, 2000, Forms 10-SB pursuant to the Securities Exchange
Act of 1934.

Mr. Kirsh is also a director of Mezuma Mining, which is traded on the Alberta
Stock Exchange. Mezuma Mining has currently raised approximately $250,000.00
Canadian and is looking for a company to acquire.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 31, 2000, Ucellit.com's
outstanding common stock owned of record or beneficially by each Executive
Officer and Director and by each person who owned of record, or was known by
Ucellit.com to own beneficially, more than 5% of its common stock, and the
shareholdings of all Executive Officers and Directors as a group. Each person
has sole voting and investment power with respect to the shares shown.

<TABLE>
<CAPTION>
Percentage
of
Shares Shares
Name Owned Owned
---- --------- ----------
<S> <C> <C>
Michael Kirsh, President, Secretary, Treasurer, and 1,500,000 100%
Director...........................................
5076 Angus Drive
Vancouver, BC Canada V6M 3M5
All executive officers & directors as a group
(1 individual)..................................... 1,500,000 100%
</TABLE>

DESCRIPTION OF SECURITIES

The following description of Ucellit.com's capital stock is a summary of the
material terms of its capital stock. This summary is subject to and qualified
in its entirety by Ucellit.com's articles of incorporation and bylaws and by
the applicable provisions of Washington law.

The authorized capital stock of Ucellit.com consists of 120,000,000 shares:
100,000,000 shares of Common Stock having a par value of $0.0001 per share and
20,000,000 shares of Preferred Stock having a par value of $0.0001 per share.
The articles of incorporation do not permit cumulative voting for the election
of directors, and shareholders do not have any preemptive rights to purchase
shares in any future issuance of Ucellit.com's common stock.

The holders of shares of common stock of Ucellit.com do not have cumulative
voting rights in connection with the election of the Board of Directors, which
means that the holders of more than 50% of such outstanding shares, voting for
the election of directors, can elect all of the directors to be elected, if
they so choose, and, in such event, the holders of the remaining shares will
not be able to elect any of Ucellit.com's directors.

The holders of shares of common stock are entitled to dividends, out of funds
legally available therefor, when and as declared by the Board of Directors. The
Board of Directors has never declared a dividend and does not anticipate
declaring a dividend in the future. Each outstanding share of common stock
entitles the holder thereof to one vote per share on all matters. The holders
of the shares of common stock have no preemptive or subscription rights. In the
event of liquidation, dissolution or winding up of the affairs of Ucellit.com,
holders are entitled to receive, ratably, the net assets of Ucellit.com
available to shareholders after payment of all creditors.

All of the issued and outstanding shares of common stock are duly authorized,
validly issued, fully paid, and non-assessable. To the extent that additional
shares of Ucellit.com's common stock are issued, the relative interests of
existing shareholders may be diluted.

10
<PAGE>

INTEREST OF NAMED EXPERTS AND COUNSEL

Neither Elliott Tulk Pryce Anderson nor Ogden Murphy Wallace, PLLC was
employed on a contingent basis in connection with the registration or offering
of Ucellit.com's common stock.

DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Ucellit.com's articles of incorporation provide that it will indemnify its
officers and directors to the full extent permitted by Washington state law.
Ucellit.com's bylaws provide that it will indemnify and hold harmless each
person who was, is or is threatened to be made a party to or is otherwise
involved in any threatened proceedings by reason of the fact that he or she is
or was a director or officer of Ucellit.com or is or was serving at the request
of Ucellit.com as a director, officer, partner, trustee, employee, or agent of
another entity, against all losses, claims, damages, liabilities and expenses
actually and reasonably incurred or suffered in connection with such
proceeding.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
Ucellit.com pursuant to the forgoing provisions or otherwise, Ucellit.com has
been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in that Act and is,
therefore, unenforceable.

DESCRIPTION OF BUSINESS

General

Ucellit.com was incorporated under the laws of the State of Washington on
March 14, 2000, and is in its early developmental and promotional stages. To
date, Ucellit.com's only activities have been organizational, directed at
acquiring its principal asset, raising its initial capital and developing its
business plan. Ucellit.com has not commenced commercial operations. Ucellit.com
has no full time employees and owns no real estate.

Acquisition of The License

On March 20, 2000, Ucellit.com's sole shareholder, Michael Kirsh, in return
for 1,500,00 shares of Ucellit.com's common stock and a promissory note for
$28,000, transferred to Ucellit.com his rights under that certain License
Agreement with Vitamineralherb.com. The License Agreement grants an exclusive
right to distribute Vitamineralherb.com products to health and fitness
professionals in Ontario via the Internet. Mr. Kirsh acquired the license under
the terms of a settlement agreement by and between Mr. Kirsh, Growtex, Inc., a
company in which he is the sole shareholder, officer and director, and
Mortenson & Associates, an affiliate of Vitamineralherb.com. Mortenson &
Associates had granted Growtex a license to distribute and produce an oxygen
enriched water product, called "Biocatalyst," for fish farming and aquarium
uses. Mortenson & Associates acquired its right to sublicense Biocatalyst to
Growtex from NW Technologies Inc. As a result of a legal dispute between
Mortenson & Associates' principal and NW Technologies, Mortenson & Associates
was unable to fulfill its obligations to Growtex under the license. Under the
terms of the settlement agreement, Vitamineralherb.com, an affiliate of
Mortenson & Associates, granted to Kirsh the license to distribute
Vitamineralherb.com products in part for his agreement not to pursue his
individual claims against Mortenson & Associates.

The License

Ucellit.com has a three year license to market and sell vitamins, minerals,
nutritional supplements, and other health and fitness products to medical
professionals, alternative health professionals, martial arts studios

11
<PAGE>

and instructors, sports and fitness trainers, other health and fitness
professionals, school and other fund raising programs and other similar types
of customers via the Internet for sale to their clients. The license will be
automatically renewed unless Ucellit.com or Vitamineralherb.com gives the other
notice of its intent not to renew.

As a licensee of Vitamineralherb.com, Ucellit.com eliminates the need to
develop products, store inventory, build and maintain a website, establish
banking liaisons, and develop a fulfillment system, thereby enabling
Ucellit.com to focus strictly on marketing and sales. Ucellit.com plans to
target health and fitness professionals in Ontario who wish to offer health and
fitness products to their customers.

Ucellit.com (and its customers) will have access to all products offered on
the Vitamineralherb website, as well as the ability to order custom-formulated
and custom-labeled products. Vitamineralherb.com sets the price for products
based on the manufacturer's price, plus a mark up which provides a 10%
commission to Vitamineralherb.com and a profit for Ucellit.com. Three different
labeling options are available to customers: First, products may be ordered
with the manufacturer's standard label with no customization. Second, the
fitness or health professional may customize the labels by adding its name,
address, and phone number to the standard label. In most cases, these labels
would be a standardized label with product information and a place on the label
for the wording "Distributed by." This gives these health and fitness
professionals a competitive edge. Third, labels may be completely customized
for the health or fitness professional.

When a fitness or health professional becomes a client, Ucellit.com's
salesperson will show the client how to access the Vitamineralherb website. The
client is assigned an identification number that identifies it by territory,
salesperson, and business name, address, and other pertinent information. The
health or fitness professional may then order the products it desires directly
through the Vitamineralherb.com website, paying for the purchase with a credit
card, electronic check ("e-check"), or debit card. All products are shipped by
the manufacturer directly to the professional or its clients.

The website is maintained by Vitamineralherb.com, and each licensee pays an
annual website maintenance fee of $500. All financial transactions are handled
by Vitamineralherb.com's Internet clearing bank. The Vitamineralherb webmaster
downloads e-mail orders several times a day, checks with clearing bank for
payment and then submits the product order and electronic payment to
International Formulation and Manufacturing. Vitamineralherb.com then forwards
the money due Ucellit.com via electronic funds transfer. Vitamineralherb's
software tracks all sales through the customer's identification number, and at
month end, e-mails to Ucellit.com and customer a detailed report including
sales commissions. Vitamineralherb has indicated that it will use e-commerce
advertising such as banner ads on major servers and websites, as well as trying
to insure that all major search engines pick Vitamineralherb.com first. Sales
originating from the website to customers located in Ontario will automatically
be assigned to Ucellit.com.

Background on the Manufacturer and Distributor

On June 9, 1999, Vitamineralherb.com entered into a manufacturing agreement
with International Formulation and Manufacturing Inc. a nutraceuticals
manufacturing firm, located in San Diego, California, USA. International
Formulation and Manufacturing has been a contract manufacturer of vitamin,
mineral, nutritional supplement, and alternative health products for various
marketing organizations for approximately six years; International Formulation
and Manufacturing does no retail marketing. In addition to a line of standard
products, International Formulation and Manufacturing is able to manufacture
custom blended products for customers. International Formulation and
Manufacturing also has the capability to supply privately labeled products for
Ucellit.com's customers at a minimal added cost. Vitamineralherb.com has just
begun developing its vitamin marketing and distributorship business.

Implementation of Business Plan: Milestones

12
<PAGE>

salespeople to call on medical professionals, alternative health professionals,
martial arts studios and instructors, sports and fitness trainers, other health
and fitness professionals, school and other fund raising programs and other
similar types of customers to interest these professionals in selling to their
clients high-quality, low-cost vitamins, minerals, nutritional supplements, and
other health and fitness products. These professionals would sell the products
to their clients via the Internet.

In order to determine the feasibility of its business plan, Ucellit.com may,
during the next six to twelve months, conduct research into the various
potential target markets. Should Ucellit.com determine that the exploitation of
the license is feasible, it will engage salespeople to market the products. The
expenses of market research and obtaining salespeople will likely exceed the
funds raised by this offering, and Ucellit.com sill have to obtain additional
financing through an offering or through capital contributions by current
shareholders. No commitments to provide additional funds have been made by
management or shareholders. Accordingly, there can be no assurance that any
additional funds will be available on terms acceptable to Ucellit.com or at
all. Ucellit.com expects to begin earning revenues shortly after a sales force
is in place.

Industry Background

Growth of the Internet and electronic commerce. The Internet has become an
increasingly significant medium for communication, information and commerce.
According to NUA Internet Surveys, as of February 2000, there were
approximately 275.5 million Internet users worldwide. At the IDC Internet
Executive Forum held on September 28-29, 1999, IDC stated that in 1999 US $109
billion in purchases were impacted by the Internet. IDC's vice president, Sean
Kaldor, indicated that figure is expected to increase more than ten-fold over
the next five years to US $1.3 trillion in 2003, with $842 million completed
directly over the Web. Ucellit.com believes that this dramatic growth presents
significant opportunities for online retailers.

The vitamin, supplement, mineral and alternative health product market. In
recent years, a growing awareness of vitamins, herbs, and other dietary
supplements by the general public has created a whole new segment in the field
of medicine and health care products. According to Jupiter Communications,
online sales of such products are expected to be US $434 million in the year
2003, up from $1 million in 1998. Ucellit.com believes that several factors are
driving this growth, including a rapidly growing segment of the population that
is concerned with aging and disease, a growing interest in preventative health
care, favorable consumer attitudes toward alternative health products and a
favorable regulatory statute, the Dietary Supplement Health and Education Act
of 1994.

Competition

Ucellit.com's competitors can be divided into several groups including:

. traditional vitamins, supplements, minerals and alternative health
products retailers;

. the online retail initiatives of several traditional vitamins,
supplements, minerals and alternative health products retailers;

. online retailers of pharmaceutical and other health-related products
that also carry vitamins, supplements, minerals and alternative health
products;

. independent online retailers specializing in vitamins, supplements,
minerals and alternative health products;

. mail-order and catalog retailers of vitamins, supplements, minerals and
alternative health products, some of which have already developed online
retail outlets; and

13
<PAGE>

. direct sales organizations, retail drugstore chains, health food store
merchants, mass market retail chains and various manufacturers of
alternative health products.

Many of Ucellit.com's potential competitors have longer operating histories,
larger customer or user bases, greater brand recognition and significantly
greater financial, marketing and other resources than Ucellit.com has. In
addition, an online retailer may be acquired by, receive investments from, or
enter into other commercial relationships with, larger, well-established and
well-financed companies as use of the Internet and other electronic services
increases. Competitors have and may continue to adopt aggressive pricing or
inventory availability policies and devote substantially more resources to
website and systems development than Ucellit.com does. Increased competition
may result in reduced operating margins and loss of market share.

Ucellit.com believes that the principal competitive factors in its market
are:

. ability to attract and retain customers;

. breadth of product selection;

. product pricing;

. ability to customize products and labeling;

. quality and responsiveness of customer service.

Ucellit.com believes that it can compete favorably on these factors. However,
Ucellit.com will have no control over how successful its competitors are in
addressing these factors. In addition, with little difficulty, Ucellit.com's
online competitors can duplicate many of the products or services offered on
the Vitamineralherb.com site.

Ucellit.com believes that traditional retailers of vitamins, supplements,
minerals and other alternative health products face several challenges in
succeeding:

. Lack of convenience and personalized service. Traditional retailers have
limited store hours and locations. Traditional retailers are also unable
to provide consumers with product advice tailored to their particular
situation.

. Limited product assortment. The capital and real estate intensive nature
of store-based retailers limit the product selection that can be
economically offered in each store location.

. Lack of Customer Loyalty. Although the larger traditional retailers
often attract customers, many of these customers are only one-time
users. People are often attractive to the name brands, but find the
products too expensive. It is understood that these are quality products
and have value, but the multilevel structure of marketing often employed
by large retailers mandate high prices.

As a result of the foregoing limitations, Ucellit.com believes there is
significant unmet demand for an alternative shopping channel that can provide
consumers of vitamins, supplements, minerals and other alternative health
products with a broad array of products and a convenient and private shopping
experience.

Ucellit.com hopes to attract and retain consumers through the following key
attributes of its business:

. Broad Expandable Product Assortment. Ucellit.com's product selection is
substantially larger than that offered by store-based retailers.

. Low Product Prices. Product prices can be kept low due to volume
purchases through Ucellit.com's affiliation with Vitamineralherb.com and
other licensees. Product prices will also be lower due to Ucellit.com's
lack of need of inventory and warehouse space. All products are shipped
from International Formulation and Manufacturing's inventory.

. Accessibility to Customized Products. At minimal cost, health and
fitness practitioners may offer their customers customized products.

14
<PAGE>

. Access to Personalized Programs. Health or fitness professional can
tailor vitamin and dietary supplement regimes to their clients.

Regulatory Environment

The manufacturing, processing, formulating, packaging, labeling and
advertising of the products Ucellit.com sells in Canada are or may be subject
to regulation by Health Canada which administers the Food and Drugs Act along
with relevant regulation thereto. Regulated products include herbal remedies,
natural health remedies, functional foods and nutraceuticals. Health Canada
regulates the formulation, manufacture, labeling and distribution of foods,
including dietary supplements, cosmetics and over-the-counter or homeopathic
drugs. Under the Food and Drugs Act, a variety of enforcement actions are
available to Health Canada against marketers of unapproved drugs or
"adulterated" or "misbranded" products. The remedies available to Health Canada
include: criminal prosecution; an injunction to stop the sale of a company's
products; seizure of products; adverse publicity; and "voluntary" recalls and
labeling changes.

The Consumer Packaging and Labeling Act, as administered by Industry Canada,
requires that certain information labeling be presented in a prescribed manner
on all foods, drugs, dietary supplements and cosmetics. A product may be deemed
an unapproved drug and "misbranded" if it bears improper claims or improper
labeling.

The manufacturing, processing, formulating, packaging, labeling and
advertising of the products Ucellit.com sells may also be subject to regulation
by one or more U.S. federal agencies, including the Food and Drug
Administration, the Federal Trade Commission, the United States Department of
Agriculture and the Environmental Protection Agency. These activities also may
be regulated by various agencies of the states, localities and foreign
countries in which consumers reside.

The Food and Drug Administration, in particular, regulates the formulation,
manufacture, labeling and distribution of foods, including dietary supplements,
cosmetics and over-the-counter or homeopathic drugs. Under the Federal Food,
Drug, and Cosmetic Act, the Food and Drug Administration may undertake
enforcement actions against companies marketing unapproved drugs, or
"adulterated" or "misbranded" products. The remedies available to the Food and
Drug Administration include: criminal prosecution; an injunction to stop the
sale of a company's products; seizure of products; adverse publicity; and
"voluntary" recalls and labeling changes.

Food and Drug Administration regulations require that certain informational
labeling be presented in a prescribed manner on all foods, drugs, dietary
supplements and cosmetics. Specifically, the Food, Drug, and Cosmetic Act
requires that food, including dietary supplements, drugs and cosmetics, not be
"misbranded." A product may be deemed an unapproved drug and "misbranded" if it
bears improper claims or improper labeling. The Food and Drug Administration
has indicated that promotional statements made about dietary supplements on a
company's website may constitute "labeling" for purposes of compliance with the
provisions of the Food, Drug, and Cosmetic Act. A manufacturer or distributor
of dietary supplements must notify the Food and Drug Administration when it
markets a product with labeling claims that the product has an effect on the
structure or function of the body. Noncompliance with the Food, Drug, and
Cosmetic Act, and recently enacted amendments to that Act discussed below,
could result in enforcement action by the Food and Drug Administration.

The Food, Drug, and Cosmetic Act has been amended several times with respect
to dietary supplements, most recently by the Nutrition Labeling and Education
Act of 1990 and the Dietary Supplement Health and Education Act of 1994. The
Dietary Supplement Health and Education Act created a new statutory framework
governing the definition, regulation and labeling of dietary supplements. With
respect to definition, the Dietary Supplement Health and Education Act created
a new class of dietary supplements, consisting of vitamins, minerals, herbs,
amino acids and other dietary substances for human use to supplement the diet,
as well as concentrates, metabolites, extracts or combinations of such dietary
ingredients. Generally, under the Dietary

15
<PAGE>

Supplement Health and Education Act, dietary ingredients that were on the
market before October 15, 1994 may be sold without Food and Drug Administration
pre-approval and without notifying the Food and Drug Administration. In
contrast, a new dietary ingredient, i.e., one not on the market before October
15, 1994, requires proof that it has been used as an article of food without
being chemically altered or evidence of a history of use or other evidence of
safety establishing that it is reasonably expected to be safe. Retailers, in
addition to dietary supplement manufacturers, are responsible for ensuring that
the products they market for sale comply with these regulations. Noncompliance
could result in enforcement action by the Food and Drug Administration, an
injunction prohibiting the sale of products deemed to be noncompliant, the
seizure of such products and criminal prosecution.

The Food and Drug Administration has indicated that claims or statements made
on a company's website about dietary supplements may constitute "labeling" and
thus be subject to regulation by the Food and Drug Administration. With respect
to labeling, the Dietary Supplement Health and Education Act amends, for
dietary supplements, the Nutrition Labeling and Education Act by providing that
"statements of nutritional support," also referred to as "structure/function
claims," may be used in dietary supplement labeling without Food and Drug
Administration pre-approval, provided certain requirements are met. These
statements may describe how particular dietary ingredients affect the structure
or function of the body, or the mechanism of action by which a dietary
ingredient may affect body structure or function, but may not state a drug
claim, i.e., a claim that a dietary supplement will diagnose, mitigate, treat,
cure or prevent a disease. A company making a "statement of nutritional
support" must possess substantiating evidence for the statement, disclose on
the label that the Food and Drug Administration has not reviewed the statement
and that the product is not intended for use for a disease and notify the Food
and Drug Administration of the statement within 30 days after its initial use.
It is possible that the statements presented in connection with product
descriptions on Ucellit.com's site may be determined by the Food and Drug
Administration to be drug claims rather than acceptable statements of
nutritional support. In addition, some of Ucellit.com's suppliers may
incorporate objectionable statements directly in their product names or on
their products' labels, or otherwise fail to comply with applicable
manufacturing, labeling and registration requirements for over-the-counter or
homeopathic drugs or dietary supplements. As a result, Vitamineralherb.com may
have to remove objectionable statements or products from its site or modify
these statements, or product names or labels, in order to comply with Food and
Drug Administration regulations. Such changes could interfere with
Ucellit.com's marketing of products and could cause us to incur significant
additional expenses.

In addition, the Dietary Supplement Health and Education Act allows the
dissemination of "third party literature" in connection with the sale of
dietary supplements to consumers at retail if the publication meets statutory
requirements. Under the Dietary Supplement Health and Education Act, "third
party literature" may be distributed if, among other things, it is not false or
misleading, no particular manufacturer or brand of dietary supplement is
promoted, a balanced view of available scientific information on the subject
matter is presented and there is physical separation from dietary supplements
in stores. The extent to which this provision may be used by online retailers
is not yet clear, and Ucellit.com cannot assure you that all pieces of "third
party literature" that may be disseminated in connection with the products
Ucellit.com offers for sale will be determined to be lawful by the Food and
Drug Administration. Any such failure could render the involved product an
unapproved drug or a "misbranded" product, potentially subjecting us to
enforcement action by the Food and Drug Administration, and could require the
removal of the noncompliant literature from Vitamineralherb.com's website or
the modification of Ucellit.com's selling methods, interfering with
Ucellit.com's continued marketing of that product and causing us to incur
significant additional expenses. Given the fact that the Dietary Supplement
Health and Education Act was enacted only five years ago, the Food and Drug
Administration's regulatory policy and enforcement positions on certain aspects
of the new law are still evolving. Moreover, ongoing and future litigation
between dietary supplement companies and the Food and Drug Administration will
likely further refine the legal interpretations of the Dietary Supplement
Health and Education Act. As a result, the regulatory status of certain types
of dietary supplement products, as well as the nature and extent of permissible
claims will remain unclear for the foreseeable future. Two areas in particular
that pose potential regulatory risk are the limits on claims implying some
benefit or relationship with

16
<PAGE>

a disease or related condition and the application of the physical separation
requirement for "third party literature" as applied to Internet sales.

In addition to the regulatory scheme under the Food, Drug and Cosmetic Act,
the advertising and promotion of dietary supplements, foods, over-the-counter
drugs and cosmetics is subject to scrutiny by the Federal Trade Commission. The
Federal Trade Commission Act prohibits "unfair or deceptive" advertising or
marketing practices, and the Federal Trade Commission has pursued numerous food
and dietary supplement manufacturers and retailers for deceptive advertising or
failure to substantiate promotional claims, including, in many instances,
claims made via the Internet. The Federal Trade Commission has the power to
seek administrative or judicial relief prohibiting a wide variety of claims, to
enjoin future advertising, to seek redress or restitution payments and to seek
a consent order and seek monetary penalties for the violation of a consent
order. In general, existing laws and regulations apply fully to transactions
and other activity on the Internet. The Federal Trade Commission is in the
process of reviewing its policies regarding the applicability of its rules and
its consumer protection guides to the Internet and other electronic media. The
Federal Trade Commission has already undertaken a new monitoring and
enforcement initiative, "Operation Cure-All," targeting allegedly bogus health
claims for products and treatments offered for sale on the Internet. Many
states impose their own labeling or safety requirements that differ from or add
to existing federal requirements.

Ucellit.com cannot predict the nature of any future Canadian or U.S. laws,
regulations, interpretations or applications, nor can it determine what effect
additional governmental regulations or administrative orders, when and if
promulgated, would have on its business in the future. Although the regulation
of dietary supplements is less restrictive than that of drugs and food
additives, Ucellit.com cannot assure you that the current statutory scheme and
regulations applicable to dietary supplements will remain less restrictive.
Further, Ucellit.com cannot assure you that, under existing laws and
regulations, or if more stringent statutes are enacted, regulations are
promulgated or enforcement policies are adopted, it is or will be in compliance
with these existing or new statutes, regulations or enforcement policies
without incurring material expenses or adjusting its business strategy. Any
laws, regulations, enforcement policies, interpretations or applications
applicable to Ucellit.com's business could require the reformulation of certain
products to meet new standards, the recall or discontinuance of certain
products not capable of reformulation, additional record keeping, expanded
documentation of the properties of certain products, expanded or different
labeling or scientific substantiation.

Regulation of the Internet. In general, existing laws and regulations apply
to transactions and other activity on the Internet; however, the precise
applicability of these laws and regulations to the Internet is sometimes
uncertain. The vast majority of such laws were adopted prior to the advent of
the Internet and, as a result, do not contemplate or address the unique issues
of the Internet or electronic commerce. Nevertheless, numerous federal and
state government agencies have already demonstrated significant activity in
promoting consumer protection and enforcing other regulatory and disclosure
statutes on the Internet. Additionally, due to the increasing use of the
Internet as a medium for commerce and communication, it is possible that new
laws and regulations may be enacted with respect to the Internet and electronic
commerce covering issues such as user privacy, freedom of expression,
advertising, pricing, content and quality of products and services, taxation,
intellectual property rights and information security. The adoption of such
laws or regulations and the applicability of existing laws and regulations to
the Internet may impair the growth of Internet use and result in a decline in
Ucellit.com's sales.

A number of legislative proposals have been made at the federal, state and
local level, and by foreign governments, that would impose additional taxes on
the sale of goods and services over the Internet, and certain states have taken
measures to tax Internet-related activities. Although Congress recently placed
a three-year moratorium on new state and local taxes on Internet access or on
discriminatory taxes on electronic commerce, existing state or local laws were
expressly excepted from this moratorium. Further, once this moratorium is
lifted, some type of federal and/or state taxes may be imposed upon Internet
commerce. Such legislation or other attempts at regulating commerce over the
Internet may substantially impair the growth of

17
<PAGE>

commerce on the Internet and, as a result, adversely affect Ucellit.com's
opportunity to derive financial benefit from such activities.

Employees

Ucellit.com is a development stage company and currently has no employees.
Ucellit.com is currently managed by Michael Kirsh, its sole officer and
director. Ucellit.com looks to Mr. Kirsh for his entrepreneurial skills and
talents. For a complete discussion of Mr. Kirsh's experience, please see
"Directors and Executive Officers." Management plans to use consultants,
attorneys and accountants as necessary and does not plan to engage any full-
time employees in the near future. Ucellit.com may hire marketing employees
based on the projected size of the market and the compensation necessary to
retain qualified sales employees. A portion of any employee compensation likely
would include the right to acquire stock in Ucellit.com, which would dilute the
ownership interest of holders of existing shares of its common stock.

Available Information and Reports to Securities Holders

Ucellit.com has filed with the Securities and Exchange Commission a
registration statement on Form SB-2 with respect to the common stock offered by
this prospectus. This prospectus, which constitutes a part of the registration
statement, does not contain all of the information set forth in the
registration statement or the exhibits and schedules which are part of the
registration statement. For further information with respect to Ucellit.com and
its common stock, see the registration statement and the exhibits and schedules
thereto. Any document Ucellit.com files may be read and copied at the
Commission's Public Reference Room located at 450 Fifth Street N.W., Washington
D.C. 20549, and the public reference rooms in New York, New York, and Chicago,
Illinois. Please call the Commission at 1-800-SEC-0330 for further information
about the public reference rooms. Ucellit.com's filings with the Commission are
also available to the public from the Commission's website at
http://www.sec.gov.

Upon completion of this offering, Ucellit.com will become subject to the
information and periodic reporting requirements of the Securities Exchange Act
and, accordingly, will file periodic reports, proxy statements and other
information with the Commission. Such periodic reports, proxy statements and
other information will be available for inspection and copying at the
Commission's public reference rooms, and the website of the Commission referred
to above.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion and analysis of Ucellit.com'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 Prospectus.

This prospectus contains forward-looking statements, the accuracy of which
involve risks and uncertainties. Words such as "anticipates," "believes,"
"plans," "expects," "future," "intends" and similar expressions are used to
identify forward-looking statements. This prospectus also contains forward-
looking statements attributed to certain third parties relating to their
estimates regarding the potential markets for Vitamineralherb products.
Prospective investors should not place undue reliance on these forward-looking
statements, which apply only as of the date of this prospectus. Ucellit.com's
actual results could differ materially from those anticipated in these forward-
looking statements for many reasons, including the risks faced by Ucellit.com
described in "Risk Factors" and elsewhere in this prospectus. The following
discussion and analysis should be read in conjunction with Ucellit.com's
Financial Statements and Notes thereto and other financial information included
elsewhere in this prospectus.

18
<PAGE>

Results of Operations

During the period from March 14, 2000 through March 31, 2000, Ucellit.com has
engaged in no significant operations other than organizational activities,
acquisition of the rights to market Vitamineralherb and preparation for
registration of its securities under the Securities Act of 1933, as amended. No
revenues were received by Ucellit.com during this period.

For the current fiscal year, Ucellit.com anticipates incurring a loss as a
result of organizational expenses, expenses associated with registration under
the Securities Act of 1933, and expenses associated with setting up a company
structure to begin implementing its business plan. Ucellit.com anticipates that
until these procedures are completed, it will not generate revenues, and may
continue to operate at a loss thereafter, depending upon the performance of the
business.

Ucellit.com's business plan is to determine the feasibility of marketing the
Vitamineralherb products in various markets, and, if the products prove to be
in demand, begin marketing and selling Vitamineralherb products.

Liquidity and Capital Resources

Ucellit.com remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
shareholders' equity. Consequently, Ucellit.com's balance sheet as of March 31,
2000, reflects total assets of $35,000, in the form of a license and
capitalized organizational costs. Organizational expenses of $3,000 were paid
for by the sole shareholder and expensed to operations.

Ucellit.com's business plan is to determine the feasibility of selling
Vitamineralherb.com products to targeted markets. Should Ucellit.com determine
that its business plan is feasible, it intends to employ salespeople to call on
medical professionals, alternative health professionals, martial arts studios
and instructors, sports and fitness trainers, other health and fitness
professionals, school and other fund raising programs and other similar types
of customers to interest these professionals in selling to their clients high-
quality, low-cost vitamins, minerals, nutritional supplements, and other health
and fitness products. These professionals would sell the products to their
clients via the Internet.

In order to determine the feasibility of its business plan, Ucellit.com
plans, during the next six to twelve months, to conduct research into these
various potential target markets. Should Ucellit.com determine that the
exploitation of the license is feasible, it will engage salespeople to market
the products. Based primarily on discussions with the licensor, Ucellit.com
believes that during its first operational quarter, it will need a capital
infusion of approximately $90,000 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, Ucellit.com 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. These expenses will exceed the funds raised by
this offering, and Ucellit.com will have to obtain additional financing through
an offering or capital contributions by current shareholders.

Ucellit.com is conducting this offering, in part, because it believes that an
early registration of its equity securities will minimize some of the
impediments to capital formation that otherwise exist. By having a registration
statement in place, Ucellit.com believes it will be in a better position,
either to conduct a future public offering of its securities or to undertake a
private placement with registration rights, than if it were a completely
private company. Registering its shares will help minimize the liquidity
discounts Ucellit.com may otherwise have to take in a future private placement
of its equity securities, because investors will have a high degree of
confidence that the Rule 144(c)(1) public information requirement will be
satisfied, and a public market will exist to effect Rule 144(g) broker
transactions. Ucellit.com believes that the cost of registering its securities,
and undertaking the affirmative disclosure obligations that such a registration
entails, will be more than offset by avoiding deep liquidity discounts in
future sales of securities. No specific private investors have

19
<PAGE>

been identified, but Ucellit.com's management has general knowledge of an
investor class interested in investing in companies that can demonstrate a
clear path to an early liquidity event.

No commitments to provide additional funds have been made by management or
shareholders. Accordingly, there can be no assurance that any additional funds
will be available on terms acceptable to Ucellit.com or at all. Ucellit.com
expects to begin earning revenues shortly after a sales force is in place.

In addition, Ucellit.com may engage in a combination with another business.
Ucellit.com cannot predict the extent to which its liquidity and capital
resources will be diminished prior to the consummation of a business
combination or whether its capital will be further depleted by the operating
losses (if any) of the business entity with which Ucellit.com may eventually
combine. Ucellit.com has engaged in discussions concerning potential business
combinations, but has not entered into any agreement for such a combination.

Ucellit.com 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
Ucellit.com or at all. Ucellit.com has no commitments for capital expenditures.

DESCRIPTION OF PROPERTY

Ucellit.com currently maintains limited office space, occupied by Michael
Kirsh, for which it pays no rent. Its address is 1177 West Hastings, Suite
2110, Vancouver, British Columbia V6E 2K3, Canada and its phone number is (604)
687-2199. Ucellit.com does not believe that it will need to obtain additional
office space at any time in the foreseeable future until its business plan is
more fully implemented.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

No director, executive officer or nominee for election as a director of
Ucellit.com, and no owner of five percent or more of Ucellit.com's outstanding
shares or any member of their immediate family has entered into or proposed any
transaction in which the amount involved exceeds $60,000.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

No established public trading market exists for Ucellit.com's securities.
Ucellit.com has no common equity subject to outstanding purchase options or
warrants. Ucellit.com has no securities convertible into its common equity.
There is no common equity that could be sold pursuant to Rule 144 under the
Securities Act or that Ucellit.com has agreed to register under the Securities
Act for sale by shareholders. Except for this offering, there is no common
equity that is being, or has been publicly proposed to be, publicly offered by
Ucellit.com.

As of March 31, 2000, there were 1,500,000 shares of common stock
outstanding, held by 1 shareholder of record. Upon effectiveness of the
registration statement that includes this prospectus, all of Ucellit.com's
outstanding shares will be eligible for sale.

To date Ucellit.com has not paid any dividends on its common stock and does
not expect to declare or pay any dividends on its common stock in the
foreseeable future. Payment of any dividends will depend upon Ucellit.com's
future earnings, if any, its financial condition, and other factors as deemed
relevant by the Board of Directors.

20
<PAGE>

EXECUTIVE COMPENSATION

No officer or director has received any remuneration from Ucellit.com.
Although there is no current plan in existence, it is possible that Ucellit.com
will adopt a plan to pay or accrue compensation to its officers and directors
for services related to the implementation of Ucellit.com's business plan.
Ucellit.com has no stock option, retirement, incentive, defined benefit,
actuarial, pension or profit-sharing programs for the benefit of directors,
officers or other employees, but the Board of Directors may recommend adoption
of one or more such programs in the future. Ucellit.com has no employment
contract or compensatory plan or arrangement with any executive officer of
Ucellit.com. The director currently does not receive any cash compensation from
Ucellit.com for his service as a member of the board of directors. There is no
compensation committee, and no compensation policies have been adopted. See
"Certain Relationships and Related Transactions."

21
<PAGE>

UCELLIT.COM INC.
(A Development Stage Company)

FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Index
-----
<S> <C>
Report of Independent Auditors............................................ F-1

Balance Sheet............................................................. F-2

Statement of Operations................................................... F-3

Statement of Cash Flows................................................... F-4

Statement of Stockholders' Equity......................................... F-5

Notes to the Financial Statements......................................... F-6
</TABLE>
<PAGE>

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors
Ucellit.com Inc.
(A Development Stage Company)

We have audited the accompanying balance sheet of Ucellit.com Inc. (A
Development Stage Company) as of March 31, 2000 and the related statements of
operations, stockholders' equity and cash flows for the period from March 14,
2000 (Date of Inception) to March 31, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with U.S. generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the aforementioned financial statements present fairly, in
all material respects, the financial position of Ucellit.com Inc. (A
Development Stage Company), as of March 31, 2000, and the results of its
operations and its cash flows for the period from March 14, 2000 (Date of
Inception) to March 31, 2000, in conformity with U.S. generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has not generated any revenues or conducted any
operations since inception. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are also discussed in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

/s/ Elliott Tulk Pryce Anderson

CHARTERED ACCOUNTANTS

Vancouver, Canada
March 31, 2000

F-1
<PAGE>

UCELLIT.COM INC.
(A Development Stage Company)

BALANCE SHEET

(expressed in U.S. dollars)

<TABLE>
<CAPTION>
March 31,
2000
---------
ASSETS
------
<S> <C>
License (Notes 3 and 4).......................................... $ 24,750
========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<S> <C>
Current Liabilities
Note payable (Note 4).......................................... $ 28,000
--------
Stockholders' Equity
Common Stock, 100,000,000 common shares authorized with a par
value of $.0001; 20,000,000 preferred shares with a par value
of $.0001; 1,500,000 common shares issued and outstanding..... 150
Additional Paid in Capital..................................... 14,850
Preferred Stock, 20,000,000 preferred shares authorized with a
par value of $.0001; none issued.............................. --
Deficit Accumulated During the Development Stage............... (18,250)
--------
(3,250)
--------
$ 24,750
========
Contingent Liability (Note 1)

Commitment (Note 3)
</TABLE>

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

F-2
<PAGE>

UCELLIT.COM INC.
(A Development Stage Company)

STATEMENT OF OPERATIONS

(expressed in U.S. dollars)

<TABLE>
<CAPTION>
From March 14, 2000
(Date of Inception)
to March 31, 2000
-------------------
<S> <C>
Revenue................................................ $ --
-------
Expenses
Legal................................................ 8,000
-------
Net Loss............................................... $(8,000)
=======
</TABLE>

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

F-3
<PAGE>

UCELLIT.COM INC.
(A Development Stage Company)

STATEMENT OF CASH FLOWS

(expressed in U.S. dollars)

<TABLE>
<CAPTION>
From March 14, 2000
(Date of Inception)
to March 31, 2000
-------------------
<S> <C>
Cash Flows to Operating Activities......................... $ --
Net loss................................................. (8,000)
Non-cash item............................................
Note payable............................................. 8,000
--------
Net Cash Used by Operating Activities...................... --
--------
Change in cash............................................. --
Cash--beginning of period.................................. --
--------
Cash--end of period........................................ --
========
Non-Cash Financing Activities
A total of 1,500,000 shares were issued to a director at
a fair market value of
$0.01 per share for the acquisition of a License (Notes
3 and 5)................................................ 15,000
Less dividend deemed paid (Note 4)....................... (10,250)
A note payable was issued to a director for the
acquisition of a License
(Notes 3 and 4)......................................... 20,000
--------
$ 24,750
========
Supplemental Disclosures
Interest paid............................................ --
Income tax paid.......................................... --
</TABLE>

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

F-4
<PAGE>

UCELLIT.COM INC.
(A Development Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY
From March 14, 2000 (Date of Inception) to March 31, 2000

(expressed in U.S. dollars)

<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During the
---------------- Paid-in Development
Shares Amount Capital Total Stage
# $ $ $ $
--------- ------ ---------- ------ -----------
<S> <C> <C> <C> <C> <C>
Balance--March 14, 2000
(Date of Inception)........ -- -- -- -- --
Stock issued for a license
at a fair market value of
$0.01 share.............. 1,500,000 150 14,850 15,000 --
Dividend deemed paid
(Note 4)................. -- -- -- -- (10,250)
Net loss for the period... -- -- -- -- (8,000)
--------- --- ------ ------ -------
Balance--March 31, 2000..... 1,500,000 150 14,850 15,000 (18,250)
========= === ====== ====== =======
</TABLE>

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

F-5
<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.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Year end

The Company's fiscal year end is December 31.

(b) License

The cost to acquire a license is capitalized as incurred. These costs
will be amortized on a straight-line basis over the next twelve months,
commencing April 1, 2000.

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 recognizes revenue on a net profit basis after the grantor of
its license receives 50% of the profits. Revenue will be recorded when the
grantor of the license has received cleared funds, made and paid for the
order with the supplies of the product, and net profit is determined by the
grantor.

(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.

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

F-6
<PAGE>

UCELLIT.COM INC.
(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS--(Continued)

(expressed in U.S. dollars)

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 website commencing on the anniversary
date. The Grantor of the license retains 50% of the profits.

4. RELATED PARTY TRANSACTION

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 Growtex, Inc., by virtue of which the President obtained
the license as well as his continued ownership of Growtex, Inc. The fair market
value of $35,000, based on recent comparable transactions, 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.

The President of the Company 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.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

F-7
<PAGE>

PART II--INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Ucellit.com's Articles of Incorporation provide that it must indemnify its
directors and officers to the fullest extent permitted under Washington law
against all liabilities incurred by reason of the fact that the person is or
was a director or officer of Ucellit.com or a fiduciary of an employee benefit
plan, or is or was serving at the request of Ucellit.com as a director or
officer, or fiduciary of an employee benefit plan, of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.

The effect of these provisions is potentially to indemnify Ucellit.com's
directors and officers from all costs and expenses of liability incurred by
them in connection with any action, suit or proceeding in which they are
involved by reason of their affiliation with Ucellit.com. Pursuant to
Washington law, a corporation may indemnify a director, provided that such
indemnity shall not apply on account of: (a) acts or omissions of the director
finally adjudged to be intentional misconduct or a knowing violation of law;
(b) unlawful distributions; or (c) any transaction with respect to which it was
finally adjudged that such director personally received a benefit in money,
property, or services to which the director was not legally entitled.

The bylaws of Ucellit.com, filed as Exhibit 3.2, provide that it will
indemnify its officers and directors for costs and expenses incurred in
connection with the defense of actions, suits, or proceedings against them on
account of their being or having been directors or officers of Ucellit.com,
absent a finding of negligence or misconduct in office. Ucellit.com's Bylaws
also permit it to maintain insurance on behalf of its officers, directors,
employees and agents against any liability asserted against and incurred by
that person whether or not Ucellit.com has the power to indemnify such person
against liability for any of those acts.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The securities are being registered for the account of selling shareholders,
and all of the following expenses will be borne by such shareholders. The
amounts set forth are estimates except for the SEC registration fee:

<TABLE>
<CAPTION>
Amount to
be Paid
---------
<S> <C>
SEC registration fee........................................... $ 35
Printing and engraving expenses................................ --
Attorneys' fees and expenses................................... 8,000
Accountants' fees and expenses................................. 1,500
Transfer agent's and registrar's fees and expenses............. 500
Miscellaneous.................................................. 965
-------
Total.......................................................... $11,000
=======
</TABLE>

The Registrant will bear all expenses shown above.

RECENT SALES OF UNREGISTERED SECURITIES

Set forth below is information regarding the issuance and sales of
Ucellit.com's securities without registration since its formation. No such
sales involved the use of an underwriter and no commissions were paid in
connection with the sale of any securities.

On March 20, 2000, Ucellit.com issued 1,500,000 shares of common stock to
Michael Kirsh in compensation, along with a promissory note for $28,000, for
the license of Vitamineralherb.com rights. The issuance of the shares was
exempt from registration under Rule 506 of Regulation D, and sections 3(b) and

II-1
<PAGE>

4(2) of the Securities Act of 1933, as amended, due to Mr. Kirsh's status as
the founder and initial management of Ucellit.com, and his status as an
accredited investor, and the limited number of investors (one).

EXHIBITS

The following exhibits are filed as part of this Registration Statement:

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
3.1* Articles of Incorporation
3.2* Bylaws
4.1* Specimen Stock Certificate
4.2* Stock Subscription Agreement
5.1 Opinion re: legality
10.1* License Agreement
10.2* Assignment of License Agreement
10.3* Promissory Note
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (see Exhibit 5.1)
27.1 Financial Data Schedule
</TABLE>
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* Previously filed

UNDERTAKINGS

The Registrant hereby undertakes that it will:

(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;

(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement; and

(iii) Include any additional or changed material information on the
plan of distribution.

(2) For determining liability under the Securities Act, treat each post-
effective amendment as a new registration statement of the securities
offered, and the Offering of the securities of the securities at that time
to be the initial bona fide Offering.

(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the Offering.

(4) Provide to the Underwriters at the closing specified in the
underwriting agreement certificates in such denominations and registered in
such names as required by the Underwriters to permit prompt delivery to
each purchaser.

(5) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act as part of this registration statement as
of the time the Commission declared it effective.

(6) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration
statement, and the offering of the securities at that time as the initial
bona fide Offering of those securities.

II-2
<PAGE>

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

II-3
<PAGE>

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form SB-2 and authorized this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Vancouver, British Columbia, Canada, on June 2,
2000.

UCELLIT.COM INC.

/s/ Michael Kirsh
By: _________________________________
Michael Kirsh
President

In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates stated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----

<S> <C> <C>
/s/ Michael Kirsh President, Secretary, June 2, 2000
______________________________________ Treasurer, and Director
Michael Kirsh
</TABLE>

II-4
<PAGE>

LIST OF EXHIBITS

The following exhibits are filed as part of this Registration Statement:

* Previously filed