Ucellit Com Inc – ‘SC 14F1’ on 1/27/04 re: Ucellit Com Inc

On:  Tuesday, 1/27/04, at 1:56pm ET   ·   Accession #:  1015402-4-245   ·   File #:  5-79093

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Statement re: Change in Majority of Directors   —   Rule 14f-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14F1     Statement re: Change in Majority of Directors          6     23K 

SC 14F1
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 14f-1

 Under the Securities Exchange Act of 1934

Ucellit.com Inc.
(Exact name of registrant as specified in its corporate charter)

 000-32091
 Commission File No.

Washington                         91-2022701     
State of Incorporation         (IRS Employer Identification No.)

2445 West 16
 Vancouver, British Columbia, Canada V6K 3B9
(Address of principal executive offices)

(604) 685-4321
 (Registrant's telephone number, including are code)

NOTICE OF CHANGE IN THE MAJORITY OF THE BOARD OF DIRECTORS

Approximate Date of Mailing:  February 2, 2004

Dear  Shareholder:                                                              

 This notification is furnished by to you by the Board of Directors (the
"Board") of Ucellit.com Inc., a Washington corporation (the "Company") to comply
with and pursuant to Rule 14f-1 of the Securities and Exchange Act of 1934 (the 
"Exchange Act") to inform the shareholders of the Company of a change in control
of the Company and a change in the majority of the board of directors pursuant  
to the purchase of a majority of our shares by the new control person who is    
Brian Gruson, the new control person's proposed succession as our director and  
the current director's, Mark Epstein's,  resignation upon the consummation as   
the succession of the new control person as a director.                         

   This Information Statement is being furnished to all holders of record at
the close of business on January 26, 2004 of the Company's common stock, par    
value $0.0001 per share ("Common Stock"). This notification was prepared by the 
Company, except that information in the sections entitled "Proposed Executive   
Officers And Directors After the Resignation of Mark Epstein" and "Change in    
Control" was furnished to the Company by the new director. The new director     
assumes no responsibility for the accuracy or completeness of the information   
prepared by the Company.                                                        

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    Please read this notification carefully. It describes the circumstances of
the change of control and the succession of the proposed new director, and      
contains certain biographical and other information concerning the proposed new 
director of the Company. Additional information about Mr. Gruson's acquisition  
of a majority of our common stock is contained in our Form 8-K dated December   
29, 2003 which was filed with the United States Securities and Exchange         
Commission (the "Commission") on January 13, 2004.  The Form 8-K and its        
accompanying exhibits may be inspected without charge at the Public Reference   
Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,           
Washington, DC 20549. Copies of such materials may also be obtained from the SEC
at prescribed rates. The SEC also maintains a Web site that contains reports,   
proxy and information statements and other information regarding public         
companies that file reports with the SEC. Copies of the Reports may be obtained 
from the SEC's EDGAR archives at http://www.sec.gov/index.htm.                  

NO VOTE OR OTHER ACTION BY THE COMPANY'S SHAREHOLDERS IS REQUIRED IN  
RESPONSE TO THIS INFORMATION STATEMENT. PROXIES ARE NOT BEING SOLICITED.        

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INTRODUCTION

CHANGE  IN  CONTROL  OF  REGISTRANT                                             

     On December 29, 2003, Brian Gruson purchased 1,500,000 shares of our common
stock from Michael Kirsh.  The consideration that Mr. Gruson paid to Mr. Kirsh  
was $10.00 in Canadian dollars.  As a result of this transaction, Mr. Kirsh does
not own any shares of our common stock.  Also as a result of this transaction,  
Mr. Gruson now own an aggregate of 1,769,000 shares of our common stock,        
representing 78% of our common stock, which includes the 1,500,000 Mr. Gruson   
acquired from Mr. Kirsh and 269,000 shares that Mr. Gruson previously acquired  
from us.  All of these shares are restricted shares and have not been           
registered.  We consider Mr. Gruson to be our control person.                   

  As a result of Mr. Gruson acquiring control of us, our current Director,
CEO and CFO, Mark Epstein, has notified us that he is resigning as our director 
and officer effective upon our compliance with Rule 14f-1.  Our Board of        
Directors which currently consist only of Mr. Epstein, has appoint Mr. Gruson as
our CEO, CFO, President and Secretary effective immediately.  Our Board         
appointed Mr. Gruson as Director effective upon out compliance with Rule 14f-1. 
As a result of these acts and upon our compliance with Rule 14f-1,  our sole    
Director will be Mr. Gruson, who is also currently our CEO, CFO, President and  
Secretary.                                                                      

 Our compliance with Rule 14f-1 will be completed ten days after we have
filed this Form 14f-1 with the SEC and mailed it to all share holders of record 
as of January 26, 2004.                                                         

     The following table sets forth certain information concerning the number of
shares of common stock owned beneficially as of January 26, 2004 by: (I) each   
person (including any group) known by us to own more than five percent (5%) of  
any class of our voting securities, (ii) each of our directors and officers and 
control persons, and (iii) our officers and directors as a group. Unless        
otherwise indicated, the shareholders listed possess sole voting and investment 
power with respect to the shares shown.  As of January 26, 2004, we had a total 
of 2,250,000 shares of common stock outstanding.                                

PROPOSED CHANGE OF DIRECTORS                                                    

     Mark Epstein, currently the sole director of the Company, intends to resign
as a member of the Board of Directors, effective upon the appointment of new    
members of the Board of Directors, Brian Gruson, (the " Proposed New Director").
Mr. Epstein will not resign, and the Proposed New Director will not begin their 
terms, until after the expiration of the ten-day period beginning on the later  
of the date of the filing of this Information Statement with the SEC or the date
of mailing of this Information Statement to the holders of Common Stock of the  
Company ("Common Stock") of mailing of this Information Statement to the holders
of Common Stock of the Company ("Common Stock") of record on January 26, 2004.  

The Proposed New Director, Mr. Gruson, will begin his term after the  
expiration of the ten-day period beginning on the later of the date of the      
filing of this Information Statement with                                       

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the SEC or the date of mailing of this Information Statement to the holders of  
Common Stock of the Company ("Common Stock") of record on January 26, 2004.     

                                                                [Download Table]

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT            

--------------------------------------------------------------------------
Name                                 Shares     Class          Percentage 
and Address                          Owned      of Securities  of Class   

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

Brian Gruson (1)                     1,769,000  Common Stock           78%
76 Dale Avenue                                                            
Toronto, Ontario                                                          
Canada M4W 1K9                                                            

Mark Epstein (2)                           -0-  Common Stock            0%
2445 West 16                                                              
Vancouver, BC Canada V6K 3B9                                              

All current executive officers (2)                                        
And directors as                           -0-  Common Stock            0%
a group (1 Individual)                                                    

All proposed executive officers (1)  1,769,000  Common Stock           78%
and directors as                                                          
a group (1 Individual)                                                    
<FN>                                                                      
__________________________                                                
(1) Mr. Gruson is our proposed new director                               
(2) Mr. Epstein will resign upon our compliance with Rule 14f-1.          

We believe that all persons have full voting and investment power with
respect to the shares indicated.  We are not aware of any arrangements that may 
result in a change in control, other than as described herein.                  

VOTING  SECURITIES  OF  THE  COMPANY                                            

    As of January 26, 2004, we had 2,250,000 shares of Common Stock issued and
outstanding. Common Stock is the Company's only class of securities that is     
entitled to vote for directors at a shareholders meeting, if one were to be     
held, and each share of Common Stock entitles its holder to one vote.           

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                                     

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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. There              
are  no  stock  option  plans.                                                  

DIRECTORS AND EXECUTIVE OFFICERS                                                

    The following tables set forth information regarding the Company's current
executive officers and directors and the proposed executive officers and        
directors of the Company.                                                       

                                                                [Download Table]

NAME          AGE  POSITION                                   

--------------------------------------------------------------
                                                              
Mark Epstein   41  Director                                   
Brian Gruson   49  CEO, CFO, President and Secretary          

     The following tables set forth information regarding the Company's proposed
director.                                                                       

                                                                [Download Table]

NAME          AGE  POSITION                                   

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

Brian Gruson   49  Director, CEO, CFO, President and Secretary

     Mark Epstein is a citizen of Canada.   In  October,  2000,  Mr. Epstein was
elected as the sole officer and director of Ucellit.com.  Mr.  Epstein  is  an  
attorney at law and he practices law in Canada. Since 1995, Mr.  Epstein  has   
been a partner in the law firm of Epstein, Wood in Vancouver, British  Columbia.
His practice focuses on corporate and commercial transactions and  civil        
litigation.                                                                     

    Brian Gruson is a citizen of Canada.  Mr. Gruson was appointed as our CEO,
CFO, President and Secretary in January 2004.  Mr. Gruson has been an investment
advisor working for Canadian securities firms since 1997.  From 1997 until 1999,
Mr. Gruson was an investment advisor with Rampart Securities.  From 1999 until  
2003, Mr. Gruson was an investment advisor with Yorktown Securities.  From 2003 
through the present, Mr. Gruson has been was an investment advisor with         
Desjardins Securities.  Mr. Gruson has a B.A. degree from York University       
(1976).                                                                         

COMMITTEES                                                                      

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   The Company does not have any standing audit, nominating, or compensation
committees of the Board, or committees performing similar functions.            

MEETINGS OF THE BOARD OF DIRECTORS                                              

   The Board did not hold any meetings during the fiscal year ended December
31, 2003.                                                                       

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE                         

Section 16(a) of the Exchange Act requires the Company's officers,    
directors and persons who beneficially own more than 10% of the Company's Common
Stock to file reports of ownership and changes in ownership with the SEC. These 
reporting persons also are required to furnish the Company with copies of all   
Section 16(a) forms they file. Based solely on our review of these reports or   
written representations from certain reporting persons, Mr. Epstein  has not    
filed Forms 3, 4 or 5.                                                          

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                  

   None of the Company's directors or officers, nor any proposed nominee for
election as one of our directors, nor any person who beneficially owns, directly
or indirectly, shares carrying more than 10% of the voting rights attached to   
our outstanding shares, nor any of our promoters, nor any relative or spouse of 
any of the foregoing persons has any material interest, direct or indirect, in  
any transaction, in which the amount involved exceeds $60,000, since the date of
our incorporation or in any presently proposed transaction which, in either     
case, has or will materially affect us.                                         

LEGAL PROCEEDINGS                                                               

  The Company is not aware of any legal proceedings in which any director,
officer, or any owner of record or beneficial owner of more than five percent of
any class of voting securities of the Company, or any affiliate of Purchaser, or
of any such director, officer, affiliate of the Company, or security holder, is 
a party adverse to the Company or has a material interest adverse to the        
Company.                                                                        

      SIGNATURES

    In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this Information Statement on Schedule 14f-1 to be signed on its behalf  
by the undersigned, thereunto duly authorized.                                  

Dated:  January 26, 2004                  Ucellit.com Inc.                      
                                        (signed) ___________________________
                        By: /s/ Mark Epstein
                Mark Epstein
                          Director and President

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 14F1’ Filing		Date		First		Last			Other Filings
		2/2/04		1
Filed on:		1/27/04
		1/26/04		1		6
		1/13/04		2					8-K
		12/31/03		6					5
		12/29/03		2		3			8-K
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