##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
 FORM 10-K þ
    
    Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the fiscal year ended December 31, 2004, or
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the transition period from _____________ to _________________
 Commission File Number 0-50036 Tricell, Inc.  Nevada
    
    88-0504530(State or other jurisdiction of incorporation or
    
    (I.R.S. Employer Identification No.)organization)
 6 Howard Place, Stoke-on-Trent, Staffordshire ST1 4NQ United Kingdom
(Address of principal executive offices) (Zip Code) 011 44 8707 53 2360
(Registrants telephone number, including area code) Securities registered pursuant to Section 12(g) of the Act: Title of Each Class
Common Stock, par value $.001 per share Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and
(2) has been subject to such filing requirements for the past 90 days. Yes: o No: þ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2) of the Act). o Yes þ No The aggregate market value of the voting and non-voting share of Common Stock held by
non-affiliates of the registrant, computed by reference to the closing price of such stock as of
June 30, 2004 was $31,225,568. The number of shares of Common Stock outstanding as of June 2, 2005 was 123,295,877. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrants proxy statement for the annual meeting of stockholders to be held
are incorporated by reference into Part III of this Form 10-K.




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TABLE OF CONTENTS PART I
    
    
    3Item 1. Business
    
    
    3Item 2. Property
    
    
    6Item 3. Legal Proceedings
    
    
    6Item 4. Submission of Matters to a Vote of Security Holders
    
    
    6PART II
    
    
    6Item 5. Market for Common Equity and Related Stockholder Matters
    
    
    6Item 6. Selected Financial Data
    
    
    7Item 7. Managements Discussion and Analysis of Financial Condition
and Results of Operation
    
    
    7Item 7A. Quantitative and Qualitative Disclosures about Market Risk
    
    
    11Item 8. Financial Statements and Supplementary Data
    
    
    11Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
    
    
    13Item 9A. Controls and Procedures
    
    
    13Item 9B. Other Information
    
    
    14PART III
    
    
    15Item 10. Directors and Executive Officers
    
    
    15Item 11. Executive Compensation
    
    
    15Item 12. Security Ownership of Certain Beneficial Owner and
Management and Related Stockholder Matters
    
    
    15Item 13. Certain Relationships and Related Transactions
    
    
    15Item 14. Principal Accounting Fees and Services
    
    
    15PART IV
    
    
    16Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
    
    
    16Index to Exhibits
    
    
    18Loan AgreementList of SubsidiariesCertification of CEO and Principal Financial Officer under Section 302Certification of CEO and Principal Financial Officer Pursuant 18 U.S.C. Section 1350
  2




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PART I 
 ITEM 1.
    
    Business
 Development Tricell, Inc., a Nevada corporation, was incorporated in 2001 as 4ForGolf, Inc. to engage in
an online golf tee-time reservation service and golfing resource website, which we operated from
inception to 2002. As a result of our lack of profitability and the Companys receipt of numerous
inquires from other entities seeking to merge with us, we decided to change our operational focus
in July, 2003 by executing a Stock Exchange Agreement (Agreement) with Tricell UK Limited and
Tricell Limited, two United Kingdom corporations (collectively referred to as Tricell). As a
result of the Agreement, Tricell UK Limited and Tricell Limited became our wholly owned
subsidiaries and the Tricell shareholders became the collective owners of approximately 51% of our
outstanding common stock. On February 19, 2004, we bought certain assets of ACL Distributors Limited, a United Kingdom
based company (ACL) and employed certain of its personnel, including its majority stockholder,
Thomas Adams. We tendered a maximum consideration of $138,000 for these assets. The ACL assets
have been contributed to and form the basis of operations for our new subsidiary, Tricell
Distribution Ltd., a United Kingdom limited company (Tricell Distribution). Tricell
Distribution, the U.K. logistics and support division, supplies airtime and hardware to the mobile
phone dealer network and call centers throughout the U.K. We are in the process of rescinding our July 15, 2004 acquisition of Discount Intranet Supply
Channel Limited (D-ISC). Our decision to pursue rescission stems from D-ISCs poor revenues and
high expenses. D-ISC provides loyalty programs, benefits and eCommerce solutions to businesses and
organizations with large numbers of employees or members. We are presently negotiating with D-ISC
for a mutual rescission. Our historic method of trading operations involved funding capital requirements from revenues
generated. However, given the value added tax (VAT) issues we have encountered, we recently
altered our mode of operations by conducting operations via our subsidiary, Telco Distribution, and
the execution of a loan agreement, dated February 14, 2005, with Telco Invest Limited (Telco)
establishing a line of credit worth two million pounds to be accessible by Tricell. Establishing
this line of credit was essential to operations as it allows us to trade our products in the
various markets we conduct business in. Since we use our capital to effect a constant turnover of
goods, without this loan agreement in place and considering the amount of capital we have had
frozen with the British Commissioners of Customs and Excise, we would not have been able to restart
trading operations as we did in January of 2005. Any loans made to the Company under the line of
credit will be repaid pursuant to the request for funding made by the Company to Telco.
Additionally, as consideration for the Telco line of credit, we have agreed to a funding charge to
be paid to Telco equal to 50% of gross profit. Andre Salt, our Chief Executive Officer, owns 50% of
Telco. We hope to be able to finance all capital trading operations from revenue created by the
fourth quarter of 2005 and thereafter cease utilizing the Telco line of credit, as the cost of
accessing the Telco line of credit is prohibitive. We anticipate that we will continue to conduct
operation via Tricell Distribution during 2005. 3




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Overview Tricell UK Ltd. and Tricell Ltd. were founded in 1999 to participate in, and we continue to
participate in today, the distribution and sale of mobile telephone handsets to the global
wholesale market. Hereinafter, references to the Company, we, our or us refer to Tricell,
Inc., a Nevada corporation, and its subsidiaries and predecessors, unless the context indicates
otherwise. We have built a management team with considerable expertise and success in product
acquisition, wholesale distribution and service provision in this highly competitive market place. Our current customers include wireless network operators, resellers, retailers and wireless
equipment manufacturers. We handle wireless products manufactured by industry-leading technology
companies such as Nokia, Motorola, Sony Ericsson, Kyocera, Samsung, Siemens, Panasonic, NEC and
Toshiba. Developments in the mobile sector now enable users to talk, send text messages (SMS), send and
receive e-mail, send and receive images, play interactive games and conduct financial transactions. Trends The major trends impacting the market we believe are: Replacement handsets in mature markets. The introduction of color displays, camera enabled
handsets; image messaging (MMS), internet access and content services will be major drivers
for handset replacement. Fixed to mobile migration. The evidence suggests that consumers are continuing to migrate to
mobile phones from fixed lines. In the US, nearly 30% of total personal (i.e. non-business)
calling minutes were carried on mobile phones in 2002, and is forecast to grow to more than
50% by 2006. (Yankee) Converged mobile devices.The market for Personal Digital Assistants (PDAs) without voice
capabilities is shrinking as customers opt for converged handheld devices. The consensus
view is that Smartphones will eclipse PDAs. As device aesthetics and functionality improve, and end-user prices continue to decline,
converged mobile devices, or PDA/mobile phone hybrids, are becoming increasingly accessible to the
mainstream consumer and are expected to ship in greater numbers than traditional handheld devices
for the first time by the end of 2003. Our operations now consist of supplying and distributing mobile telephones, telephone
accessories and electronic commodities in Europe, Asia and, as of 2005, the United States. We
recently announced our intention to implement wholesale import and export as well as distribution
and facilities management for a range of handheld phones and other wireless devices and associate
products in the United States. We attempt to obtain our products at the best prices 4




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available and distribute these products to markets at varying levels of maturity. The market in which we operate is highly competitive and has been characterized by low
barriers to entry. Our ability to compete will depend upon our ability to continue to meet the
needs of our customers and identify new and innovative market opportunities for our services. To
enhance our competitiveness, on January 25, 2005, we announced the implementation of our innovative
scanning system. The system allows for the scanning of bulk products via a wireless system from
remote locations that will enable us to offer complete distribution service to other trading
companies in addition to the in-house savings on inspection costs. We believe our major competitors to be the Caudwell Group, the Hugh Symons Group, Brightpoint
and Cellstar Inc. Governmental Regulation & Value-Added Tax (VAT) Effects Starting in the late stages of 2002 and continuing through 2003 and 2004, we experienced a
sharp decline in our revenue and in our trading of mobile telephones and related accessories due
almost entirely to a United Kingdom Tribunals change of the regulatory regime involving VAT
recoverability following a petition of the British Customs and Excise regulators. The principle of
the VAT in the United Kingdom involves the application to goods and services of a general tax,
currently 17.5%, on consumption exactly proportional to the price of goods and services, whatever
the number of transactions which take place in the production and distribution process before the
stage at which the tax is charged. On each transaction, VAT, calculated on the price of the goods
or services, is chargeable after the deduction of the amount of VAT borne directly by the various
cost components. In 2002, a United Kingdom Tribunal decided that product traders, such as Tricell,
do not have a right to a refund of input VAT on goods which it then sold to companies outside the
United Kingdom, when there was a defaulting trader or a trader using a hijacked VAT number in the
chain of supply, even though the trader claiming the refund was in no way involved in, and had no
knowledge of, the failure of the defaulting trader to fulfill its obligations. As a result of this
policy, VAT refunds, to which we were previously entitled, were being frozen on order by the United
Kingdom Tribunal. Since we use our capital to effect a constant turnover of goods, without VAT
refunds we cannot engage in operations at maximum efficiency as we are not able to invest the VAT
refund in capital acquisitions. In February of 2005, the Advocate General (AG) overruled the United Kingdom Tribunals VAT
interpretation, holding that VAT transactions are to be viewed as separate transactions, not one
transaction encompassing numerous smaller transactions. VAT fraud concerns a series of consecutive
activities, performed by a number of traders in a supply chain. It is an essential feature of the
common system of VAT that VAT becomes chargeable on each transaction in a supply chain. Each
transaction, therefore, should be regarded on its own merits. Consequently, the character of a
particular transaction in the chain cannot be altered by earlier or subsequent events. Therefore,
misconduct by certain traders should not be allowed to penalize those traders who were not
involved, but happened to be in the supply chain. This interpretation has allowed us to once more
confidently seek a VAT refund. However, the change in interpretation will not be permanent until
the decision is backed by the European Court of Justice (ECJ). We anticipate the ECJ will issue
its ruling in late 2005. 5




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Employees As of May 13, 2004, we have twenty-four (24) full time employees. 
 ITEM 2.
    
    Property
 Our offices in the United Kingdom, located at 6 Howard Place, Stoke on Trent, Staffordshire,
England ST1 4NQ, which we currently lease from an unrelated third party. 
 ITEM 3.
    
    Legal Proceedings
 On January 28, 2005, we requested that two of our wholly owned subsidiaries, Tricell United
Kingdom Limited (Tricell UK) and Tricell International Limited (Tricell Int), both United
Kingdom corporations, be placed into administration, which is the rough equivalent to Chapter 11
reorganization in the United States. The High Court of Birmingham approved our request for
administration in proceeding number #2037 for Tricell UK and #2008 for Tricell Int, and approved
the petition that Theodoulos Papanicola serve as administrator. We are pursuing this administration
with the intention of protecting the assets of Tricell UK and Tricell Int from creditors and
partially because of the United Kingdoms Customs and Excise Departments policy of seizing and
freezing claimed VAT refunds on mobile telephone export. With the probable revocation of this VAT
policy coming later in 2005, we anticipate we will be able to claim our VAT refunds, which should
expedite the removal of Tricell UK and Tricell Int. from administration. During the administration process, Tricell UK and Tricell Int will remain in possession of
their assets and properties, with the administrator operating their business and managing their
assets. At the end of the administration, which may last up to a year if no requests for extension
are made, our Board of Directors will replace the administrator and will regain all operational
responsibilities of Tricell UK and Tricell Inc. 
 ITEM 4.
    
    Submission of Matters to a Vote of Security Holders
 There were no matters submitted to a vote of the Companys security holders during the fourth
quarter of 2004. 
 PART II 
 ITEM 5.
    
    Market for Common Equity and Related Stockholder Matters
 Our common stock was approved for trading by the NASD under the symbol FFGF on the OTC
Bulletin Board in 2001. On July 28, 2003, our symbol was changed to TCLL to reflect our name
change to Tricell, Inc. Because no meaningful trading market for our common stock occurred until
the fourth quarter of 2003, the table below sets forth the high and low sale prices for our common
stock for only that quarter of 2003. 6




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The quotations below reflect inter-dealer prices, without retail markup, markdown or
commission and may not represent actual transactions. All figures reflect a twenty-for-one
(20-for-1) forward stock split which became effective on July 22, 2003. Year
    
    Quarter
    
    High
    
    Low2003
    
    Fourth*
    
    $
    2.05
    
    
    $
    1.202004
    
    First
    
    $
    1.99
    
    
    $
    1.20Second
    
    $
    1.60
    
    
    $
    0.39Third
    
    $
    0.60
    
    
    $
    0.30Fourth
    
    $
    0.60
    
    
    $
    0.15
 *Note that trading in our common stock on the OTC BB did not begin until approximately October
1, 2003. Tricell has been trading on the Pink Sheets as of May 22, 2005. Shareholders Although as of May 11, 2005, there were approximately sixty-seven (67) shareholders of record
holding a total of 123,295,877 shares of common stock. The Company has not declared a cash dividend on its common stock in the last two fiscal years
and the Company does not anticipate the payment of future dividends. There are no other
restrictions that currently limit the Companys ability to pay dividends on its common stock other
than those generally imposed by applicable state law. 
 ITEM 6.
    
    Selected Financial Data
 Fiscal Year End
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001Operating Revenues
    
    $
    13,898,503
    
    
    $
    99,850,232
    
    
    $
    412,586,977
    
    
    $
    0Income (Loss) From Operations
    
    $
    (7,556,643
    )
    
    $
    (94,334
    )
    
    $
    7,905,794
    
    
    $
    (3,637
    )Net Income
(Loss)
    
    $
    (7,524,165
    )
    
    $
    159,462
    
    
    $
    4,820,908
    
    
    $
    (3,637
    )Earnings Per Share
    
    $
    0.08
    
    
    $
    0.00
    
    
    $
    0.06
    
    
    $
    (0.00
    )Total Assets
    
    $
    1,052,383
    
    
    $
    7,504,880
    
    
    $
    14,427,459
    
    
    $
    1,863
 We had experienced tremendous growth in our operations until fiscal year end 2003. During
2003 and 2004, a number of factors, as more fully set forth below in Managements Discussion and
Analysis of Financial Condition, contributed to sharp declines in revenues, income and earnings. 
 ITEM 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward-looking Information 7




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This information statement contains forward-looking statements. For this purpose, any
statements contained herein that are not statements of historical fact may be deemed to be
forward-looking statements. These statements relate to future events or to our future financial
performance. In some cases, you can identify forward-looking statements by terminology such as
may, should, expects, plans, anticipates, believes, estimates, predicts,
potential or continue or the negative of such terms or other comparable terminology. These
statements are only predictions. Actual events or results may differ materially. There are a number
of factors that could cause our actual results to differ materially from those indicated by such
forward-looking statements. Although the Company believes that the expectations reflected in the forward-looking
statements are reasonable, it cannot guarantee future results, levels of activity, performance, or
achievements. Moreover, it does not assume responsibility for the accuracy and completeness of such
forward-looking statements. The Company is under no duty to update any of the forward-looking
statements after the date of this information statement to conform such statements to actual
results. The foregoing managements discussion and analysis should be read in conjunction with the
Companys financial statements and the notes herein. Overview We experienced a significant decline in our revenues in 2003 and 2004 due almost entirely to a
change in the regulatory regime involving VAT refunds. Because of this regime change, we conducted
operations via our subsidiary, Tricell Distribution during 2004 and anticipate that we will do so
during 2005 as well. Specifically, the regime changed when British Commissioners of Customs and
Excise authorities decided to avail any participant in the purchase and sale of certain products to
liability for any wrongdoing by any upstream and downstream purchaser. We believe that the sharp
decline in our revenues and in our trading of mobile telephones and related accessories that began
at the very end of 2002 ended during the late stages of 2004. Our revenues for 2004 continued to
decrease as a result of the new VAT regime. The VAT regime severely hampered our operations as we
were forced to halt operations since we would not be able to recover the VAT seizure of 17.5%. In February of 2005, the Advocate General temporarily overruled this VAT refund regime. Under
the Advocate Generals ruling, VAT transactions are to be viewed as separate transactions, not one
transaction encompassing numerous smaller transactions. This February 2005 ruling will allow
Tricell to confidently seek a VAT refund, even if there has been wrongdoing, without our knowledge,
by an upstream or downstream purchaser. With more confidence that a favorable VAT regime will soon
be in place once the European Court of Justice decides whether or not to back the Advocate General,
we encouraged that we will be able to return to our 2003 revenue levels, and hopefully 2002 levels
in 2005. On February 14, 2005, Tricell Distribution entered a loan agreement with Telco Invest Limited
(Telco) establishing a line of credit worth two million pounds to be accessible by Tricell. Andre
Salt, our Chief Executive Officer, owns 50% of Telco. This line of credit is essential to Tricell
as it allows us to trade our products in the various markets we conduct our operations in. This
line of credit is essential to Tricell and we would not be able to operate as a going concern
without access to the funds made available by this line of credit. As consideration 8




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for the line of credit, we agreed to pay Telco a funding charge equal to 50% of gross profit
together with any penalties for late payments. Because of the prohibitive cost of funding capital
acquisitions via the Telco line of credit, we hope to be able to fully finance our capital using
revenues generated by the fourth quarter of 2005. In the wireless sector, our primary area of operations, we will continue our wholesale
international distribution of mobile handsets and electronic equipment and feel confident that
within the next twelve months we may soon return to 2002 revenue levels. Our confidence stems from
the continued growth in the market and the demand for our services as well as the expansion of our
products into new markets, such as the United States. Our sales are diversified, with no one
customer accounting for greater than 50% of our sales. These factors will be complimented by
developing improved relationships with the wireless manufacturers and the expansion of our
integrated logistics services. Tricells strategy is two fold. First, we seek to grow our current business through
acquisition to deliver diversification in products and geography. Our expansion into the United
States is a current development in our expansion. Additionally, we will attempt to identify
business development opportunities in the wireless communications and associated sectors that offer
high revenues and sustain or improve current margins. Our strategy for growth and increasing shareholder value includes the development and
expansion of our product and service offerings and geographic expansion to address the new markets.
This is driven by the continuing growth in handset sales (new and replacement), the growing
convergence between voice and data, the introduction of UMTS and the increasing focus of network
operators on the expansion of their service offering upon proprietary handsets. To deliver our strategy we will: Continue to build our relationships with wireless manufacturers, broadening our portfolio
with these manufacturers and expanding the number of customer to whom we supply; Expand the geographic coverage of our operations in Eastern Europe, Asia and North America;
and Develop and expand our service offering to deliver integrated logistic services to the
handset manufacturers and network operators, enabling them to more effectively address their
markets, including the distribution, marketing and selling of airtime services. Additionally, on January 28, 2005, we voluntarily requested that two of our wholly owned
subsidiaries, Tricell UK Limited (Tricell UK) and Tricell International Limited (Tricell Int),
both United Kingdom corporations, be placed into administration, which is the rough equivalent to
Chapter 11 reorganization in the United States. We believe the likelihood of a new VAT regime
allowing Tricell to once more claim its VAT refund will expedite the removal of our subsidiaries
from administration. Further, Tricell intends to attempt to recoup the 800,000 English Pounds spent
on the legal defense as related to VAT seizures as well as lost profits for the last 20 months in
which our VAT refunds were seized. 9




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Results of Operations Increase
    
    
    Percent2004
    
    
    2003
    
    
    (Decrease)
    
    
    ChangeSelling, General
and Administrative
Expenses
    
    
    8,029,391
    
    
    $
    3,149,486
    
    
    $
    4,879,905
    
    
    
    155
    %Interest Expense
    
    $
    (202,183
    )
    
    $
    (64,934
    )
    
    $
    137,249
    
    
    
    211
    %
 Revenue for the year ended December 31, 2004, decreased further to $13,898,503, as compared to
$99,850,232 for the year ended December 31, 2003. Similar to the decrease in revenue, our gross
profit for 2004 decreased to $472,748 from $3,055,152 in 2003, and we had a our pre tax loss of
$(7,739,514) in 2004 as compared to pre tax income of $387,404 in 2003. We had a net loss of
$(7,524,165) for the year ended 2004, as compared to net profit of $159,462 for 2003. The
significant decreases in our revenue, gross profit and pre tax income are the result of the changes
in market conditions that generated significant uncertainties in refunds of VAT refunds. Selling, general and administrative expenses for the year ended December 31, 2004 were
$8,029,391, compared to $3,149,486 for the year ended December 31, 2003. Liquidity and Capital Resources As
of December 31, 2004, our cash and cash equivalents were $6, as compared to
$183,421 as of December 31, 2003. The decrease is primarily due to our decrease in revenue for the
twelve months ended December 31, 2004 as discussed above. Cash
provided by operating activities for the year ended December 31,
2004 was $60,766
as compared to cash provided by operating activities for the same period of 2003 of $8,081,393.
This change is mainly attributable to a decrease in sales taxes
(VAT) receivable to $1,372,846 for
the year ended 2004, compared to a sales taxes receivable of $7,782,347 for 2003. The
decreased sales tax receivable is due to decreased revenues and less
VAT paid. Cash
used in investing activity increased to $527,182 for the year ended 2004 as compared to
$4,273,059 for the same period in 2003. This increase is primarily
attributable to a decrease in loans to third
parties from $3,910,324 for the year ended 2003 to $531,860 in 2004. Cash
provided by financing activities was $208,353 for the year ended 2004 compared to cash
used in financing activities of $8,219,012 for 2003. The increase in
cash provided in financing
activities reflects the complete repayment of $4,934,794 to factor
company, a decrease in loans to shareholders from $3,910,324 in 2003
to $531,860 in 2004 and $0 loans to shareholders in 2004 as compared
to $249,330 in 2003. We believe we have sufficient cash to satisfy our operating requirements for twelve months.
We have the ability to restrict our expenditures to the extent cash is not available to purchase
our goods, which will then attempt to resell. We anticipate that our re-entry into the
intra-European market as a result of the Customs & Excise ruling will increase expenses and, if
operations are successful, revenues. If the cash reserves are not enough to satisfy our operating 10




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needs and we are unable to generate revenues, we will seek bank loans on favorable terms and/or
sell additional shares of our equity securities to secure the cash required to conduct our business
operations for the next twelve (12) months. Contractual Obligations Obligations under non-cancelable agreements at December 31, 2004 were as follows: Payments Due by PeriodMoreLess than
    
    
    
    
    
    
    3-5
    
    
    ThanTotal
    
    
    One Year
    
    
    1-3 Years
    
    
    Years
    
    
    5 YearsLong-Term Debt Obligations
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Capital Lease Obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating Lease Obligations
    
    $
    53,150
    
    
    $
    53,150
    
    
    
    0
    
    
    
    
    
    
    
    Purchase Obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other Long-Term
Liabilities Reflected on
the Registrants Balance
Sheet Under GAAP
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Totals
    
    $
    53,150
    
    
    $
    53,150
    
    
    $
    0
    
    
    $
    0
    
    
    $
    
 Off-Balance Sheet Arrangements As part of our ongoing business, we do not participate in transactions that generate
relationships with unconsolidated entities or financial partnerships, such as entities often
referred to as structure finance or special purpose entities (SPEs), which would have been
established for the purpose of facilitating off-balance sheet arrangements or other contractually
narrow or limited purposes. As of December 31, 2004, we were not involved in any unconsolidated SPE
transactions. 
 ITEM 7A.
    
    Quantitative and Qualitative Disclosure About Market Risk
 Our major market risk is to make changes in foreign currency exchange rates in the British
Pound, which could impact our results of operations and financial condition. Foreign exchange risk
arises from our exposure to fluctuations in foreign currency exchange rates because our reporting
currency is the United States dollar. Management seeks to minimize the exposure to foreign currency
fluctuations through natural internal offsets to the fullest extent possible. As of December 31,
2004, we had not engaged in any currency arbitrage or hedging activities, although we may in the
future . Our debt is not subject to one measure of interest, therefore, the debt is
somewhat diversified against interest rate increases. 
 ITEM 8.
    
    Financial Statements and Supplementary Data
 11




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Report of Independent Certified Public Accountants To the Board of Directors and
Stockholders of Tricell, Inc. and Subsidiaries We have audited the accompanying consolidated balance sheet of Tricell, Inc. and Subsidiaries as of
December 31, 2004 and 2003 and the related consolidated statements of operations, stockholders
equity (deficit) and cash flows for each of the three years in the period ended December 31, 2004.
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 audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). 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 audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material
respects, the financial position of Tricell, Inc. and Subsidiaries as of December 31, 2004 and the
results of its operations and its cash flows for each of the years in the three year periods then
ended in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 15 to the consolidated financial statements,
the Company has suffered recurring losses from operations and has significant accumulated
deficiencies, which raise substantial doubt about its ability to continue as a going concern.
Managements plans regarding those matters are also described in Note 15. The consolidated
financial statements do not include any adjustments that might result from the outcome of this
uncertainty. /s/ Berenfeld, Spritzer, Shechter and Sheer
Berenfeld, Spritzer, Shechter and Sheer
Miami, Florida
June 3, 2005 F-1




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##### Table of Contents



TRICELL, INC. AND
SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2004 AND 2003 2004
    
    
    2003ASSETSCURRENT ASSETSCash
    
    $
    6
    
    
    $
    183,241VAT receivable, net
    
    
    43,691
    
    
    
    1,371,634Notes and loans receivable
    
    
    57,798
    
    
    
    4,963,519Receivable from shareholder
    
    
    59,534
    
    
    
    271,123Accounts receivable, net
    
    
    503,939
    
    
    
    125,262Prepaid expenses and other current assets
    
    
    256,809
    
    
    
    116,344Total current assets
    
    
    921,777
    
    
    
    7,031,123MACHINERY AND EQUIPMENT, NET
    
    
    53,542
    
    
    
    473,757INTELLECTUAL PROPERTY, NET
    
    
    77,064
    
    
    
    TOTAL ASSETS
    
    
    1,052,383
    
    
    
    7,504,880LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESIncome taxes payable
    
    
    2,888,672
    
    
    
    2,890,939VAT payable
    
    
    
    
    
    
    190,143Accounts payable
    
    
    1,163,701
    
    
    
    413,091Accrued expenses and other current liabilities
    
    
    1,253,902
    
    
    
    548,920Current portion of long-term debt
    
    
    
    
    
    
    24,191Total current liabilities
    
    
    5,306,275
    
    
    
    4,067,284LONG-TERM DEBT
    
    
    
    
    
    
    221,441COMMITMENT AND CONTINGENCIES
    
    
    
    
    
    
    STOCKHOLDERS EQUITYPreferred stock, $0.001 par value, 100,000,000
shares authorized, none issued and outstandingCommon stock, $0.001 par value, 500,000,000
shares authorized, 93,500,000 and 46,000,000
shares issued and outstanding during 2004
and 2003, respectively
    
    
    93,753
    
    
    
    93,500Additional paid-in capital
    
    
    314,757
    
    
    
    Retained earnings (deficit)
    
    
    (4,833,911
    )
    
    
    2,690,254Accumulated other comprehensive income
    
    
    368,391
    
    
    
    432,401Deferred compensation
    
    
    (196,882
    )
    
    
    Total stockholders equity (deficit)
    
    
    (4,253,892
    )
    
    
    3,216,155TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    1,052,383
    
    
    $
    7,504,880
 The accompanying notes are an integral part of these financial statements. F- 2




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##### Table of Contents



TRICELL, INC. AND
SUBSIDIARIES CONSOLIDATED
STATEMENTS OF OPERATIONS YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002 2004
    
    
    2003
    
    
    2002SALES
    
    $
    13,898,503
    
    
    $
    99,850,232
    
    
    $
    412,586,977COST OF SALES
    
    
    13,425,755
    
    
    
    96,795,080
    
    
    
    402,270,635GROSS PROFIT
    
    
    472,748
    
    
    
    3,055,152
    
    
    
    10,316,342SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES
    
    
    8,029,391
    
    
    
    3,149,486
    
    
    
    2,410,548INCOME (LOSS) FROM OPERATIONS
    
    
    (7,556,643
    )
    
    
    (94,334
    )
    
    
    7,905,794OTHER INCOME (EXPENSES)Interest expense
and other financing costs
    
    
    (202,183
    )
    
    
    (64,934
    )
    
    
    (866,295
    )Gain (loss) on sales of
fixed assets
    
    
    18,839
    
    
    
    60,478
    
    
    
    (14,591
    )Interest income
    
    
    473
    
    
    
    486,194
    
    
    
    Total Other Income
(Expenses)
    
    
    (182,871
    )
    
    
    481,738
    
    
    
    (880,886
    )INCOME (LOSS) BEFORE INCOME TAXES
    
    
    (7,739,514
    )
    
    
    387,404
    
    
    
    7,024,908INCOME TAX (BENEFIT) EXPENSE
    
    
    215,349
    
    
    
    (227,942
    )
    
    
    (2,204,520
    )NET INCOME (LOSS)
    
    $
    (7,524,165
    )
    
    $
    159,462
    
    
    $
    4,820,388EARNING
(LOSS) PER SHARE 
BASIC AND DILUTED
    
    $
    (0.08
    )
    
    $
    
    
    
    $
    EARNING PER SHARE 
BASIC AND DILUTED (PROFORMA)
    
    $
    
    
    
    $
    
    
    
    $
    0.06WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING  BASIC AND DILUTED
    
    $
    93,719,284
    
    
    $
    74,148,148
    
    
    $
    WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING  BASIC AND DILUTED
(PROFORMA)
    
    $
    
    
    
    $
    
    
    
    $
    79,965,760
 The accompanying notes are an integral part of these financial statements. F- 3




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##### Table of Contents



TRICELL, INC. AND
SUBSIDIARIES CONSOLIDATED
STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002 AccumulatedRetained
    
    
    Other
    
    
    TotalCommon Stock
    
    
    
    
    
    
    Additional
    
    
    Earnings
    
    
    Comprehensive
    
    
    Stockholder'sShares
    
    
    Amount
    
    
    Paid-in Capital
    
    
    (Deficit)
    
    
    Income (Loss)
    
    
    Equity (Deficit)TRICELL UK LTD AND TRICELL LIMITEDBALANCE, DECEMBER 31, 2001
    
    
    1,001
    
    
    $
    1,615
    
    
    $
    
    
    
    $
    517,695
    
    
    $
    (2,707
    )
    
    $
    516,603Comprehensive Income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,820,388
    
    
    
    
    
    
    
    4,820,388Other comprehensive income,
net of income tax expense:Foreign currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    192,953
    
    
    
    192,953Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,013,341Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,765,721
    )
    
    
    
    
    
    
    (2,765,721
    )BALANCE, DECEMBER 31, 2002
    
    
    1,001
    
    
    
    1,615
    
    
    
    
    
    
    
    2,572,362
    
    
    
    190,246
    
    
    
    2,764,223TRICELL, INC.,BALANCE, JULY 21, 2003
    
    
    2,300,000
    
    
    
    2,300
    
    
    
    67,700
    
    
    
    (24,720
    )
    
    
    (722
    )
    
    
    44,558Forward stock split (20 for 1)
    
    
    43,700,000
    
    
    
    43,700
    
    
    
    (43,700
    )
    
    
    
    
    
    
    
    
    
    
    Balance prior to acquisition
    
    
    46,000,000
    
    
    
    46,000
    
    
    
    24,000
    
    
    
    (24,720
    )
    
    
    (722
    )
    
    
    44,558COMBINED ENTITIES
    
    
    46,001,001
    
    
    
    47,615
    
    
    
    24,000
    
    
    
    2,547,642
    
    
    
    189,524
    
    
    
    2,808,781Issuance of common stock by Tricell
UK LTD and Tricell Limited prior
to acquisition
    
    
    2,999
    
    
    
    5,035
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,035Shares issued in acquisition
    
    
    47,500,000
    
    
    
    47,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,500Reverse merger adjustments
    
    
    (4,000
    )
    
    
    (6,650
    )
    
    
    (24,000
    )
    
    
    (16,850
    )
    
    
    
    
    
    
    (47,500
    )Comprehensive Income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    159,462
    
    
    
    
    
    
    
    159,462Other comprehensive income,
net of income tax expense:Foreign currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    242,877
    
    
    
    242,877Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    402,339BALANCE, DECEMBER 31, 2003
    
    
    93,500,000
    
    
    
    93,500
    
    
    
    
    
    
    
    2,690,254
    
    
    
    432,401
    
    
    
    3,216,155Shares issued in acquisition of ACL
    
    
    253,020
    
    
    
    253
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    253Shares issued to management of ACL
    
    
    
    
    
    
    
    
    
    
    314,757
    
    
    
    
    
    
    
    
    
    
    
    314,757Deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (196,882
    )
    
    
    
    
    
    
    (196,882
    )Comprehensive Income:Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,524,165
    )
    
    
    
    
    
    
    (7,524,165
    )Other comprehensive income,
net of income tax expense:Foreign currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (64,010
    )
    
    
    (64,010
    )Total comprehensive income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,588,175
    )BALANCE, DECEMBER 31, 2004
    
    
    93,753,020
    
    
    $
    93,753
    
    
    $
    314,757
    
    
    $
    (5,030,793
    )
    
    $
    368,391
    
    
    $
    (4,253,892
    )
 The accompanying notes are an integral part of these financial statements. F- 4




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TRICELL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002 2004
    
    
    2003
    
    
    2002CASH FLOWS FROM OPERATING
ACTIVITIES:Net income
    
    $
    (7,524,165
    )
    
    $
    159,462
    
    
    $
    4,820,388Adjustments to reconcile net income to net
cash provided by (used in) operating activities:Depreciation and amortization
    
    
    122,942
    
    
    
    139,204
    
    
    
    125,004Amortization of deferred compensation
    
    
    118,128
    
    
    
    
    
    
    
    (Gain) loss on sale of fixed assets
    
    
    (18,839
    )
    
    
    (60,478
    )
    
    
    14,591Bad debt expense
    
    
    5,488,559
    
    
    
    
    
    
    
    Income tax benefit
    
    
    (231,322
    )
    
    
    
    
    
    
    Changes in operating assets
and liabilities:(Increase) decrease in:VAT receivable
    
    
    1,372,846
    
    
    
    7,782,347
    
    
    
    (6,943,826
    )Accounts receivable
    
    
    (463,935
    )
    
    
    (82,482
    )
    
    
    (30,075
    )Other receivables
    
    
    70,800
    
    
    
    
    
    
    
    Prepaid and other current assets
    
    
    43,134
    
    
    
    (53,750
    )
    
    
    60,821Increase (decrease) in:Accounts payable and accrued expenses
    
    
    1,272,277
    
    
    
    (187,321
    )
    
    
    669,487VAT payable
    
    
    
    
    
    
    174,859
    
    
    
    Other current liabilities
    
    
    (189,659
    )
    
    
    
    
    
    
    Income taxes payable
    
    
    
    
    
    
    209,552
    
    
    
    1,979,983Net Cash Provided By (Used In)
Operating Activities
    
    
    60,766
    
    
    
    8,081,393
    
    
    
    696,373CASH FLOWS FROM INVESTING
ACTIVITIES:Purchase of machinery and equipment
    
    
    (17,238
    )
    
    
    (401,079
    )
    
    
    (554,976
    )Proceeds from sale of machinery and equipment
    
    
    159,466
    
    
    
    287,674
    
    
    
    113,264Cash paid in acquisition of ACL
    
    
    (137,550
    )
    
    
    
    
    
    
    Loans to third-parties
    
    
    (531,860
    )
    
    
    (3,910,324
    )
    
    
    (601,508
    )Loans to shareholder
    
    
    
    
    
    
    (249,330
    )
    
    
    Net Cash Provided by (Used In)
Investing Activities
    
    
    (527,182
    )
    
    
    (4,273,059
    )
    
    
    (1,043,220
    )CASH FLOWS FROM FINANCING
ACTIVITIES:Payments of dividends
    
    
    
    
    
    
    
    
    
    
    (2,765,721
    )Borrowing from (repayment to) factor company
    
    
    
    
    
    
    (4,934,794
    )
    
    
    4,100,934Increase (decrease) in bank loans
    
    
    (71,231
    )
    
    
    26,614
    
    
    
    Repayment of loan by (borrowing from) shareholder
    
    
    279,584
    
    
    
    (1,675,292
    )
    
    
    1,516,865Borrowing from (repayment to) third-parties
    
    
    
    
    
    
    (1,635,540
    )
    
    
    183,219Net Cash Provided by (Used In)
Financing Activities
    
    
    208,353
    
    
    
    (8,219,012
    )
    
    
    3,035,297NET INCREASE (DECREASE) IN CASH
    
    
    (258,063
    )
    
    
    (4,410,678
    )
    
    
    2,688,450EFFECT OF EXCHANGE RATE ON CASH
    
    
    74,828
    
    
    
    92,711
    
    
    
    449,766CASH, BEGINNING OF PERIOD:Tricell UK and Tricell Limited
    
    
    183,241
    
    
    
    4,441,294
    
    
    
    1,303,078Tricell Inc
    
    
    
    
    
    
    59,914
    
    
    
    183,241
    
    
    
    4,501,208
    
    
    
    1,303,078CASH, END OF YEAR
    
    $
    6
    
    
    $
    183,241
    
    
    $
    4,441,294
 The accompanying notes are an integral part of these financial statements. F-5




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TRICELL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002 2004
    
    
    2003
    
    
    2002SUPPLEMENTAL DISCLOSURE OF CASH
FLOWS INFORMATION:Interest paid during the year
    
    $
    185,324
    
    
    $
    64,934
    
    
    $
    866,295Income taxes paid during the year
    
    $
    
    
    
    $
    
    
    
    $
    226,648SUPPLEMENTAL DISCLOSURE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES:Shares issued in acquisitions of Tricell UK
and Tricell Limited
    
    $
    
    
    
    $
    47,500
    
    
    $
    Shares issued as deferred compensation
    
    $
    315,010
    
    
    $
    
    
    
    $
    Shareholder loans
    
    $
    59,534
    
    
    $
    
    
    
    $
    Repossession of automobile by finance company
    
    $
    185,275
    
    
    $
    
    
    
    $
    
 The accompanying notes are an integral part of these financial statements. F-6




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##### Table of Contents



TRICELL, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2004 NOTE 1 -
    
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESORGANIZATION AND CAPITALIZATIONTricell, Inc. (the Company) was incorporated as 4ForGolf, Inc.
in the State of Nevada on July 9, 2001. The Company was in
development stage until July 2003, when it acquired two United
Kingdom corporations, (Tricell UK LTD, incorporated in October 8,
1999 and Tricell Limited, incorporated on November 11, 1999) in a
reverse acquisition. (See Note 2). On July 11, 2003, the Company
changed its name to Tricell, Inc.
 In July 2003, the Companys articles of incorporation were amended to increase the
authorized number of common stock, $0.001 par value, from 100,000,000 to 500,000,000 and to
authorize a class of 100,000,000 shares of preferred stock, $0.001 par value. There were no
preferred stock outstanding at December 31, 2003.Also in July 2003, the Company conducted a forward stock split of its issued and outstanding
common stock on a 20 new for 1 old basis. All stock figures have been restated to reflect
the stock split.BUSINESSThe Company is a worldwide distributor of mobile telephones and other mobile handset
accessories.USE OF ESTIMATESThe preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and the reported
amount of revenues and expenses during the reported period. Actual results could differ from
those estimates.PRINCIPLES OF CONSOLIDATIONThe consolidated financial statements include the accounts of Tricell, Inc. and its
wholly-owned subsidiaries, Tricell UK LTD, Tricell Limited, Tricell Distribution and Tricell
Properties. All significant intercompany transactions and balances have been eliminated in
consolidation.FOREIGN CURRENCY TRANSLATIONSTricell UK LTDs, Tricell Limiteds, Tricell Distributions and Tricell Properties
functional currency is the British pound, their local currency. Accordingly, balance sheet
 F-7




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TRICELL, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2004 accounts have been translated at the exchange rate in effect at the end of the year and
income statement accounts have been translated at average rates for the years. Translation
gains and losses are included as a separate component of stockholders equity as Cumulative
Translation Adjustments. Foreign currency transaction gains and losses are included in
other income and expenses.CASH AND CASH EQUIVALENTSThe Company considers all highly liquid investments with an original term of three months or
less to be cash equivalents. There were no cash equivalents at December 31, 2004 and 2003.CONCENTRATION OF CREDIT RISKFinancial instruments that potentially subject the Company to concentrations of credit risk
consist principally of cash.The Company maintains cash balances at several banks, both in the UK and in the US. Accounts
in the UK are not insured. Uninsured cash balances amounted to approximately $0 and $184,000
at December 31, 2004 and 2003, respectively.ACCOUNTS RECEIVABLEThe Company conducts business and extends credit based on the evaluation of its customers
financial condition, generally without requiring collateral. Exposure to losses on
receivables is expected to vary by customer due to the financial condition of each customer.
The Company monitors credit losses and maintains allowances for anticipated losses
considered necessary under the circumstances. Recoveries of accounts previously written off
are recognized as income in the periods in which the recoveries are made. No allowance for
doubtful accounts was provided at December 31, 2004 and 2003, as the Company considers all
accounts receivable to be fully collectible.IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OFThe Company reviews long-lived assets for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison of the carrying
amount of an asset to future undiscounted cash flows expected to be generated by the asset.
If such assets are considered to be impaired, the impairment to be recognized is measured by
the amount by which the carrying amount of the assets exceeds the fair value. Assets to be
disposed of are reported at the lower of the carrying amount or fair value less costs to
sell. There were no asset impairments during the years ended December 31, 2004, 2003 and
2002, respectively.
 F-8




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TRICELL, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2004 REVENUE RECOGNITIONThe Company recognizes revenues when a sales agreement has been executed, delivery has
occurred, and collectibility of the fixed or determinable sales price is reasonably assured.COST OF SALES AND SELLING, GENERAL AND ADMINISTRATIVE EXPENSESThe significant components of the line item Cost of sales include the cost to acquire
merchandise from vendors and freight in.The significant components of the line item Selling, general and administrative expenses
primarily include payroll and related payroll benefits; rent and other office expenses;
travel and entertainment and other corporate-related expenses.PROPERTY AND EQUIPMENTProperty and equipment are stated at cost. Depreciation is computed using the straight-line
method over the estimated useful lives of the assets. Expenditures for major betterments and
additions are capitalized, while replacement, maintenance and repairs, which do not extend
the lives of the respective assets, are charged to expense
currently. Any gain or loss on disposition of assets is recognized currently in the
statement of income.FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)The Companys financial instruments consist primarily of cash, accounts and sales taxes
receivable, loans receivable, accounts payable and accrued expenses, and debt. The carrying
amounts of such financial instruments approximate their respective estimated fair value due
to the short-term maturities and approximate market interest rates of these instruments. The
estimated fair value is not necessarily indicative of the amounts the Company would realize
in a current market exchange or from future earnings or cash flows.INCOME TAXESThe Company accounts for income taxes using SFAS No. 109, Accounting for Income Taxes,
which requires recognition of deferred tax liabilities and assets for expected future tax
consequences of events that have been included in the financial statements or tax returns.
Under this method, deferred tax liabilities and assets are determined based on the
difference between the financial statement and tax bases of assets and liabilities using
enacted tax rates in effect for the year in which the differences are expected to reverse.
A
 F-9




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TRICELL, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2004 valuation allowance is recorded for deferred tax assets if it is more likely than not that
some portion or all of the deferred tax assets will not be realized.ADVERTISING COSTSAdvertising costs are expensed as incurred. The Company incurred $165,555, $70,253 and
$32,080 in advertising costs for the years ended December 31, 2004, 2003 and 2002,
respectively.RECENT ACCOUNTING PRONOUNCEMENTSIn January 2003, the FASB issued Interpretations No. 46, Consolidation of Variable Interest
Entities. FIN No. 46 addresses consolidation by business enterprises of variable interest
entities (formerly special purpose entities or SPEs). The Company does not have any variable interest entities as defined by FIN No. 46.In April 2003, the FASB issued Statement No. 149, Amendment of Statement No. 133 on
Derivative Instruments and Hedging Activities. This statement amends and clarifies
financial accounting and reporting for derivative instruments, including certain derivative
instruments embedded in other contracts and for hedging activities under Statement No. 133,
Accounting for Derivatives Instruments and Hedging Activities. The provisions of this
statement are effective for all derivatives and hedging activities entered into after June
30, 2003. The Company does not participate in such transactions, and accordingly, adoption
of this statement did not have a material effect on the Companys financial statements.In May 2003, the FASB issued SFAS No. 150 Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity. SFAS No. 150 establishes standards on the
classification and measurement of certain instruments with characteristics of both
liabilities and equity. The provisions of SFAS No. 150 are effective for financial
instruments entered into or modified after May 31, 2003 and to all other instruments that
exist as of the beginning of the first interim financial reporting period beginning after
June 15, 2003. The Company does not have such instruments, and accordingly, adoption of
this statement did not have a material effect on the Companys financial statements.In December 2004, the FASB issued SFAS No.123R, Accounting for Stock-Based Compensation.
This statement is a revision to SFAS No. 123, Accounting for Stock-Based Compensation and
supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees. This statement
requires a public entity to measure the cost of
 F-10




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TRICELL, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2004 employee services received in exchange for an award of equity instruments based on the
grant-date fair value of the award (with limited exceptions). That cost will be recognized
over the period during which an employee is required to provide service, the requisite
service period (usually the vesting period). The grant-date fair value of employee share
options and similar instruments will be estimated using option-pricing models.In addition, a public entity is required to measure the cost of employee services received
in exchange for an award of liability instruments based on its current fair value. The fair
value of that award will be re-measured subsequently at each reporting date through the
settlement date. Changes in fair value during the requisite service period will be
recognized as compensation cost over that period.For public entities that file as small business issuers, this statement is effective as of
the beginning of the first interim or annual reporting period that begins after December 15,
2005. At the required effective date, all public entities that used the fair value based
method for either recognition or disclosure under Statement 123 are required to apply this
statement using a modified version of prospective application. Under that transition method,
compensation cost is recognized on or after the required effective date for the portion of
outstanding awards for which the requisite service has not yet been rendered, based on the
grant-date fair value of those awards calculated under Statement 123 for either recognition
or pro-forma disclosures. For periods before the required effective date, those entities may
elect to apply the modified version of retrospective application under which financial
statements for prior periods are adjusted on a basis consistent with the pro forma
disclosures required for those periods by Statement 123. The Company does not expect SFAS
No. 123 to have a material effect on its financial statements.
 NOTE 2 -
    
    ACQUISITIONS
 ACQUISITION OF ACL DISTRIBUTION LIMITED AND FORMATION OF TRICELL DISTRIBUTION LIMITED AND
TRICELL PROPERTIESOn February 9, 2004, the Company purchased certain assets of ACL Distribution Limited, a
United Kingdom limited partnership, for a total consideration of approximately $139,000.The following table sets forth the preliminary allocation of the purchase price of ACLs
tangible and intangible assets acquired:
 Intellectual property
    
    $
    92,425Computer equipment
    
    
    18,485Furniture and fixtures
    
    
    9,237
 F-11




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TRICELL, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2004 Accounts receivable
    
    
    18,485Other
    
    
    6Total
    
    $
    138,638
 The ACL assets have been contributed to and form the basis of a new wholly-owned subsidiary,
Tricell Distribution Limited, incorporated in the United Kingdom on November 14, 2003 as
Yulestar Limited. Its name was changed to Tricell Distribution Limited on January 20, 2004.On February 19, 2004, the Company issued 253,020 shares of restricted common stock to former
management of Tricell Distribution Limited to secure their services. Those employees became
employees of the Company, with 2-year employment contracts. The shares were valued at the
closing price of the Companys common stock on that date, less a 25% discount for
restriction, for a total of $315,010. This amount has been recorded as deferred
compensation, and is being amortized over 2 years.On September 15, 2004, the Company issued 1 share of common stock to an unrelated third
party to acquire an inactive company Tricell Properties Limited and to create a new
wholly-owned subsidiary. Tricell Properties Limited was incorporated in the United Kingdom
on August 14, 2003 as Sunrise Marketing Limited. Its name was changed to Tricell Properties
Limited on November 19, 2003 and subsequent to December 31, 2004 the name was again changed
to Tricell Global Limited on February 23, 2005. Since inception until September 15, 2004
the company was inactive with no assets.ACQUISITIONS OF TRICELL UK AND TRICELL INTERNATIONAL, LTD.On July 21, 2003, the Company executed a Stock Exchange Agreement with Tricell UK LTD and
Tricell Limited. Pursuant to the Agreement, the Company acquired all of the issued and
outstanding capital stock of Tricell UK LTD and Tricell Limited, in aggregate, in exchange
for 47,500,000 post-forward stock split shares of the Companys common stock. As a result of
the Agreement, Tricell UK LTD and Tricell Limited became wholly owned subsidiaries of the
Company, and their former shareholders became the collective owners of 51% of the Company.Prior to the acquisitions, the Company was a non-operating entity, with minimal net assets
(approximately $54,000 at June 30, 2003). As a result of Tricell UK LTD and Tricell Limited
shareholders owning the majority of the stock of the
combined company, and as a result of the Company having minimal net assets, the acquisition
was accounted for as a reverse recapitalization with no goodwill or intangible assets
recognition. Tricell UK LTD and Tricell Limited were deemed the accounting acquirers.
 F-12




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TRICELL, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2004 REPORTING PERIOD The accompanying consolidated financial statements for the year ended December 31, 2004
depict the results of operations and cash flows of Tricell, Inc., Tricell UK LTD and Tricell
International LTD for the twelve months ended December 31, 2004 and the results of
operations and cash flows of Tricell Distribution Limited from February 9, 2004 (date of
acquisition) to December 31, 2004, and the results of Tricell Properties from September 15,
2004. The accompanying consolidated financial statements for the year ended December 31, 2003
depict the results of operations and cash flows of the Tricell UK LTD and Tricell
International LTD for the twelve months ended December 31, 2003 and the results of
operations and cash flows of the Tricell, Inc. from July 21, 2003 (date of acquisition) to
December 31, 2003. The accompanying consolidated financial statements for the year ended December 31, 2002
depict the results of operations and cash flows for the accounting acquirers only. NOTE 3 MACHINERY AND EQUIPMENT As of December 31, 2004 and 2003, machinery and equipment consisted of the following: 2004
    
    
    2003Machinery
    
    $
    108,730
    
    
    $
    56,983Motor vehicles
    
    
    
    
    
    
    538,951108,730
    
    
    
    595,934Less: Accumulated depreciation
    
    
    (55,188
    )
    
    
    (122,177
    )Machinery and equipment, net
    
    $
    53,542
    
    
    $
    473,757
 Depreciation expense was $104,600, $139,204 and $125,004 for the years ended December 31,
2004, 2003 and 2002, respectively. NOTE 4 NOTES AND LOANS RECEIVABLE On May 21, 2003, the Company entered into a loan facility agreement with a third party,
whereas the Company was to lend up to $3,167,000 to the third party. The loan bears interest
at 2% above the Base Rate of Barclays Bank plc and was due on October 31, 2003. The facility
was subsequently increased to up $4,000,000 and the maturity was extended to December 31,
2003. On December 5, 2003, the maturity of the loan was further extended to April 30, 2004. F-13




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TRICELL, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2004 The loan provides for an additional fee of approximately $409,000 to be collected at maturity.
This amount, along with accrued interest on the loan of $77,194, is included in the
accompanying income statements as interest income for the year ending December 31, 2003. As of March 31, 2004, the balance of the loan (including accrued interest and fees, as
discussed above) was $4,712,202. On April 14, 2004, approximately $3,735,000 was to have been
repaid. The debtor made representation and gave written notice that they would pay the above
balance via a wire transfer. The transfer was never consummated and upon discovery of this
fact, the Company took action to recover and secured its position with a security agreement on
equipment. A portion of the receivable (approximately $903,700) was received in September of
2004. However, in December 2004, management determined that the remaining portion of the note
was uncollectible. As a result, the Company wrote off the balance due and in the statement of
operations for the year ended December 31, 2004 recognized a loss from the write off of
$2,580,332. NOTE 5 LONG-TERM DEBT Following is a summary of long-term debt as of December 31, 2004 and 2003: 2004
    
    
    2003Notes payable to finance companies due at
various times through 2007, requiring monthly
installments of approximately $0 in 2004 and
$3,255 in 2003, including interest ranging from
6.75% to 7.8%, secured by ar.
    
    $
    0
    
    
    $
    245,632Less: current maturities:
    
    
    (0
    )
    
    
    (24,191
    )$
    0
    
    
    $
    221,441
 NOTE 7 OPERATING LEASES Commencing in January 2001, the Company leased two office suites under an operating lease that
was to expire in 2003. During 2002, the Company reduced the number of offices to one. Upon
termination of the lease in 2003, the Company continued to occupy the office on a
month-to-month basis, at the same rate. On January 24, 2005, the
Company signed a one year rental lease agreement effective
January 10, 2005. The lease is payable in monthly payments in
advance on the 10th of each month in the amount of $4,429 monthly. The total lease obligation is $53,150. F-14




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TRICELL, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2004 Rent expense was $112,395, $16,735, and $13,384 for the years ended December 31, 2004, 2003 and
2002, respectively. NOTE 8 INCOME TAXES The provisions for income taxes consisted of the following: 2004
    
    
    2003
    
    
    2002Current
    
    $
    (231,323
    )
    
    $
    209,825
    
    
    $
    2,235,625Deferred
    
    
    15,974
    
    
    
    18,117
    
    
    
    (31,105
    )Total tax provision
    
    $
    (215,349
    )
    
    $
    227,942
    
    
    $
    2,204,520
 At December 31, 2004, the Company did not have a deferred tax asset. A reconciliation of the statutory tax with the effective tax follows: 2004
    
    
    2003
    
    
    2002UK statutory corporation rate
    
    $
    (1,658,681
    )
    
    $
    183,797
    
    
    $
    2,107,472Effects of:Depreciation
    
    
    (6,003
    )
    
    
    2,337
    
    
    
    23,818Expenses not allowable
for tax purposes
    
    
    1,433,361
    
    
    
    23,691
    
    
    
    100,419Other
    
    
    
    
    
    
    
    
    
    
    3,916Effective tax
    
    $
    (231,323
    )
    
    $
    209,825
    
    
    $
    2,235,625
 NOTE 9 RELATED PARTY TRANSACTIONS As of December 31, 2002, the Company owed $1,643,395 to one of its shareholder. During 2003,
the Company made several payments to the shareholder in repayment of the loan and inadvertently
overpaid him, resulting in a receivable of $271,123 from the shareholder as of December 31,
2003. As of 2004, the balance was $59,534. NOTE 10 PENSION PLAN The Company has a defined contribution pension plan that covers substantially all directors and
employees. The assets of the plan are held separately from those of the Company. During 2004,
2003 and 2002, contributions to the plan charged to operations were $3,668, $64,169, and
$52,682, respectively. F-15




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TRICELL, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2004 NOTE 11COMMITMENTS AND CONTINGENCIES In the ordinary course of business, the Company filed monthly claims for refund of VAT
(Value-Added-Tax) of approximately the $14,230,000 for November 2002 through February 2003. The
VAT authorities determined that $1,650,000 of this VAT was associated with particular
transactions involved in Carousel and/or Missing Trader fraud and therefore, the refund of
the VAT was denied. The Company referred the matter to the Tribunal which upon review
concluded that there was no wrongdoing by the Company, however, they concluded that these
transactions had no economic substance, since the
VAT had not been previously paid by a trader up the supply chain, and therefore as the VAT was
not held by the VAT authorities, no refund was available. While the Company continues to seek recovery of this VAT, based upon the Tribunal findings,
recovery of the VAT associated with these transactions is uncertain and therefore the Company
has provided for an allowance of $708,000 against VAT receivable as of December 31, 2003 and no
allowance as of December 31, 2004. Accumulated other comprehensive income (loss) consisted of the following at December 31, 2004,
2003 and 2002: 2004
    
    
    2003
    
    
    2002Foreign currency translation
adjustments
    
    $
    408,143
    
    
    $
    617,716
    
    
    $
    271,781Deferred income tax
adjustment
    
    
    (122,442
    )
    
    
    (183,315
    )
    
    
    (81,535
    )$
    285,701
    
    
    $
    432,401
    
    
    $
    190,246
 NOTE 13 SEGMENT REPORTING The Company has only one reportable segment. Net sales to customers in excess of 10% of total sales approximated the following during the
years ended December 31, 2004, 2003 and 2002: Vendor
    
    2004
    
    
    2003
    
    
    2002A
    
    
    21
    %
    
    
    19
    %
    
    
    B
    
    
    13
    %
    
    
    11
    %
    
    
    C
    
    
    10
    %
    
    
    
    
    
    
    
 Purchases from vendors in excess of 10% of total purchases approximated the following during
the years ended December 31, 2003, 2002 and 2001: F-16




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TRICELL, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2004 Vendor
    
    2004
    
    
    2003
    
    
    2002A
    
    
    20
    %
    
    
    18
    %
    
    
    16
    %B
    
    
    13
    %
    
    
    14
    %
    
    
    12
    %C
    
    
    12
    %
    
    
    
    
    
    
    
 Revenues from the United Kingdom and other countries were as follows: 2004
    
    
    2003
    
    
    2002UK
    
    $
    3,425,030
    
    
    $
    17,023,049
    
    
    $
    181,766,309Netherlands
    
    
    745,614
    
    
    
    20,079,452
    
    
    
    Belgium
    
    
    
    
    
    
    19,291,947
    
    
    
    47,069,147Hong Kong
    
    
    
    
    
    
    18,475,573
    
    
    
    France
    
    
    760,320
    
    
    
    16,726,056
    
    
    
    125,439,203Other
    
    
    1,517,782
    
    
    
    8,254,155
    
    
    
    58,312,318Total other
countries
    
    
    4,153,216
    
    
    
    82,827,183
    
    
    
    230,820,668Total
    
    $
    7,578,246
    
    
    $
    99,850,232
    
    
    $
    412,586,977
 The company has no long-lived assets outside of the United Kingdom. NOTE 14 SUBSEQUENT EVENTS DEBT AGREEMENT On February 28, 2005, Tricell Distribution entered into a short-term debt agreement with an
unrelated third party for $3,837,800 for the purpose of funding the purchase of an order of
mobile communication equipment. Repayment of the loan principal is due upon completion of
sale of equipment, and on that date, Tricell Distribution must pay the lender 50% of the
gross profit from the resale of the equipment, net of applicable taxes. BANKRUPCTY PROCEEDINGS On April 7, 2005, Tricell UK LTD and Tricell International LTD filed for bankruptcy in the
United Kingdom (High Courts of Justice Birmingham, Case numbers 2037 and 2088, respectively).
In the bankruptcy filing, Tricell UK reported approximately $3,455,000 due to creditors and
Tricell International LTD reported $1,100,000 due to creditors The Court has assigned a
receiver to oversee the operations of the companies, the liquidation of assets and the
distributions to creditors. F-17




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TRICELL, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2004 RESCISSION OF DISCOUNT-INTRANET SUPPLY CHANNEL (D-ISC) On October 19, 2004, The Company announced that it had acquired Discount-Intranet Supply
Channel (D-ISC), an online discounted shopping service for employee and affinity member
benefits for a combination of cash and restricted stock. The agreement provided for $250,000
to be paid to D-ISC and $14,750,000 to be satisfied by the issue of the Companys common
stock. As of June, 2005 management had determined that D-ISC was in breach of the agreement
and informed D-ISC of their desire to rescind the acquisition agreement. The Company offered 5,900,000 shares of common stock in exchange for the full
rescission and release of all claims under the Agreement and the Company would also
rescind any and all rights to the D-ISC shares under the Agreement. D-ISC has not responded to the Companys offer for rescission. NOTE 15 GOING CONCERN CONSIDERATIONS The accompanying condensed consolidated financial statements have been presented assuming the
continuity of the Company as a going concern. However, the Company has incurred substantial
losses resulting in an accumulated deficit of $4,833,911 as of December 31, 2004. On January 28, 2005 two of the Companys operating subsidiaries, Tricell UK LTD and Tricell
International LTD. filed for bankruptcy in the United Kingdom (Note 14 Subsequent Events).
The subsidiaries represent a substantial portion of the Companys operations. As a result
of the bankruptcies, there are uncertainties regarding the realizable value of assets on a
liquidation basis, the amount which will ultimately be paid to settle liabilities and
operations as a result of the plan or reorganization. The uncertainties related to the
bankruptcies, combined with a negative ratio of current assets to current liabilities and
retained deficit in equity raise substantial doubts about the Companys ability to continue
as a going concern. Management plans with regards to this issue are as follows: The Company filed for bankruptcy to protect its assets from creditors and because of the
United Kingdoms Customs and Excise Departments policy of seizing and freezing claimed
Value Added Tax refunds on mobile telephone export
(see note 11). During the administration process the Company will remain in possession of
their assets and properties, with the administrator operating their business and managing
their assets. At the end of the administration management intends to regain all operational
responsibilities. The Company has established a short-term financing arrangement for the purpose of funding
purchases of product for resale (see note 14). This debt agreement will allow F-18




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TRICELL, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2004 the Company to significantly increase sales through new sales sources and thereby increasing
necessary cash flow. Presently, the Company cannot ascertain the eventual success of managements plans or the
eventual outcome of a policy change by the United Kingdoms Customs and Excise Departments
policy on Value Added Tax with any degree of certainty. The accompanying condensed
consolidated financial statements do not include any adjustments that might result from the
eventual outcome of the risks and uncertainty described above. F-19




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ITEM 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 On September 4, 2003, the board of directors of the Company appointed Berenfeld, Spritzer,
Shechter & Sheer (Berenfeld) as the Companys independent accountant for the fiscal year ended
December 31, 2003. This appointment represents a change in the Companys accountant from De Visser
Gray (De Visser). The dismissal of De Visser was approved by the board of directors of the
Company on September 4, 2003 and was prompted by the fact that the Companys management and
operational focus has changed. There were no disagreements with De Visser on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure during either of the
Companys two most recent fiscal years or any subsequent interim period through the date of
dismissal. During the two most recent fiscal years and any subsequent interim period through the
date of dismissal, De Vissers reports on the financial statements did not contain an adverse
opinion or disclaimer of opinion, nor have they been modified as to uncertainty, audit scope or
accounting principles. 
 ITEM 9A.
    
    Controls and Procedures
 Introduction. Disclosure Controls and Procedures are defined in Exchange Act Rules 13a-15(e) and 15d-15(e)
as the controls and procedures of an issuer that are designed to ensure that information required
to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is
recorded, processed, summarized, and reported, within the time period specified by the SECs rules
and forms. Disclosure Controls and Procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by an issuer in the reports that it
files or submits under the Exchange Act is accumulated and communicated to the issuers management,
including its principle executive and principal financial officers to all timely decisions
regarding disclosure. Internal Control Over Financial Reporting is defined in Exchange Act Rules 13a-15(f) and
15d-15(f) as a process designed by, or under the supervision of, an issuers principal executive
and principal financial officers, or persons performing similar functions, and effected by an
issuers board of directors, management, and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles and includes those
policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and disposition of an issuer: (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and that receipts and expenditures of
the issuer are being made only in accordance with authorizations of management and directors of
the issuer; and (3) provide reasonable assurance regarding 12




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prevention or timely detection of unauthorized acquisition, use, or disposition of the
issuers assets that could have a material adverse effect on the financial statements. We have endeavored to design our Disclosure Controls and Procedures and Internal Controls over
Financial Reporting to provide reasonable assurances that their objectives will be met. A control
system, no matter how well designed and operated, can provide only reasonable, but not absolute,
assurance that its objectives will be met. All control systems are subject to inherent
limitations, such as resource constraints, the possibility of human error, lack of knowledge or
awareness, and the possibility of intentional circumvention of these controls. Furthermore, the
design of any control system is based, in part, upon assumptions about the likelihood of future
events, which assumptions may ultimately prove to be incorrect. As a result, we cannot assure you
our control system will detect every error or instance of fraudulent conduct, including an error or
instance of fraudulent conduct that could have a material adverse impact on our operations or
results. Changes in Internal Control Over Financial Reporting. During the fiscal quarter ended December 31, 2004, there were no changes in our Internal
Control over Financial Reporting that have materially affected, or are reasonably likely to
materially affect, our Internal Control over Financial Reporting. However, we have made, and are
continuing to make, changes in our Internal Control over Financial Reporting aimed at enhancing
their effectiveness and ensuring that our systems evolve with, and meet the needs of, our business.
We are also continually striving to improve our management and operational efficiency, and we
expect that our efforts in this regard will enhance and strengthen our Internal Control over
Financial Reporting. For example, we expect to hire additional professionals, with the aim of
upgrading and reinforcing the technical resources available to our staff. We are also continuing
our efforts to upgrade our information technology capabilities and are preparing for the
implementation of a uniform consolidated accounting system at all of our business units. We will
also hire an outside firm, not affiliated with our independent auditors, to complete an objective
review of our Internal Control over Financial Reporting and provide recommendations for continued
improvement of financial processes and controls, in preparation for Sarbanes-Oxley compliance
testing. Evaluation of Disclosure Controls and Procedures. The Companys management, with the participation of our chief executive officer and chief
financial officer, has evaluated the effectiveness of our Disclosure Controls and Procedures as of
December 31, 2004. Based upon that evaluation, the Companys chief executive officer and chief
financial officer concluded that the Companys disclosure controls and procedures were effective as
of the end of the period covered by this report to provide reasonable assurance that information
required to be disclosed by the Company in the reports that the Company files or submits under the
Exchange Act is recorded, processed, summarized and reported within the time period specified in
the SEC rules and forms. 
 ITEM 9B.
    
    Other Information
 Not Applicable. 13




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PART III 
 ITEM 10.
    
    Directors and Executive Officers
 Reference is made to the sections entitled Election of Directors and Consideration of
Director Nominees of our Proxy Statement for our 2005 Annual Meeting of Stockholders, which
sections are incorporated by reference. Reference is made to the section entitled Section 16(a) Beneficial Ownership Reporting
Compliance of our Proxy Statement for our 2005 Annual Meeting of Stockholders, which sections are
incorporated by reference. We have not yet adopted a Code of Ethics for Business Conduct but expect to do so in the very
short term. 
 ITEM 11.
    
    Executive Compensation
 Reference is made to the section entitled Executive Compensation of our Proxy
Statement for our 2005 Annual Meeting of Stockholders, which section is incorporated by reference. 
 ITEM 12.
    
    Security Ownership of Certain Beneficial Owners and Management
 Reference is made to the section entitled Security Ownership of our Proxy Statement for its
2005 Annual Meeting of Stockholders, which section is incorporated by reference. 
 ITEM 13.
    
    Certain Relationships and Related Transactions
 Reference is made to the section entitled Certain Transaction of our Proxy Statement for our
2005 Annual Meeting of Stockholders, which section is incorporated herein by reference. 
 ITEM 14.
    
    Principal Accounting Fees and Services
 The information required by this item is incorporated herein by reference from the section
entitled Independent Registered Public Accounting Firm Fee Information of our Proxy Statement for
our 2005 Annual Meeting of Shareholders. 14




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PART IV 
 ITEM 15.
    
    Exhibits, Lists and Reports on Form 8-K
  (a)
    The following documents are filed as part of this report:1.
    Financial Statements.Our consolidated financial statements are included in Part
II, Item 8 of this report:Independent Auditors Report;Consolidated Balance Sheets as of December 31, 2004 and 2003;Consolidated Statements of Operations for the Years Ended
December 31, 2004, 2003 and 2002;Consolidated Statements of Stockholders Equity for the
Years Ended December 31, 2004, 2003 and 2002;Consolidated Statements of Cash Flows for Years Ended
December 31, 2004, 2003 and 2002;Notes to Consolidated Financial Statements.2.
    ExhibitsA list of the exhibits filed or furnished with this report
on Form 10-K (or incorporated by reference to exhibits
previously filed or furnished by us) is provided in the
Exhibit Index beginning on page ___of this report. Those
exhibits incorporated by reference herein are indicated as
such by the information supplied in the parenthetical
thereafter. Otherwise, the exhibits are filed herewith. 15




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##### Table of Contents



SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized, this 9th day of June 2005. TRICELL, INC.Date: June 9, 2005
    /s/ Andre SaltBy: Andre Salt,CEO and Chairman of the Board Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated. By:
    
    /s/ Andre SaltAndre Salt Chief Executive Officer,Principal Financial and Accounting Officer and Director
 16




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INDEX TO EXHIBITS EXHIBITNO.
    
    
    DESCRIPTION3(i)
    
    
    Articles of Incorporation of the Company. (Incorporated by reference
from the Companys Form 10-SB12G, file number 000-50036, filed on
October 11, 2002.)3(ii)
    
    
    Bylaws of the Company. (Incorporated by reference
from the Companys Form 10-SB12G, file number 000-50036, filed on
October 11, 2002.)10
    
    
    Loan Agreement, dated February 14, 2005, by and between Tricell Distribution Ltd. and Telco Invest
Limited21
    
    
    List of Subsidiaries31(i)
    
    
    Certification of Chief Executive Officer and Principal Financial Officer of Tricell, Inc. under Section
302 of the Sarbanes-Oxley Act of 2002.32(i)
    
    
    Certification of Chief Executive Officer and Principal Financial Officer of Tricell, Inc. Pursuant to
18 U.S.C. §1350
 * Previously filed as indicated and incorporated herein by reference from the referenced filings
previously made by the Company. 17