SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number __000-51633_
NOTIFICATION OF LATE FILING
(Check One): [x] Form 10-KSB [_] Form 11-K [_] Form 20-F [_] Form 10-QSB [_] Form N-SAR
For Period Ended: August 31, 2006
[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] Transition Report on Form N-SAR
For the Transition Period Ended:
Read attached instruction sheet before preparing form. Please print or type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Full Name of Registrant: sellcell.net
2470 St. Rose Pkwy, Suite 304
Address of Principal Executive Office (Street and Number)
Henderson, NV,89074
City, State and Zip Code
PART II
RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)
| [X] | (a) | The reasons described in reasonable detail in Part III of This form could not be eliminated without unreasonable effort or expense |
| [X] | (b) | The subject annual report, semi-annual report, transition report on Form 10-KSB, Form 20-F, Form 11-K or Form N-SAR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-QSB, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and |
| (c) | The accountant's statement or other exhibit required by Rule12b-25(c) has been attached if applicable. |
PART III
NARRATIVE
The Registrant hereby represents that it is unable to file its Annual Report on Form 10-KSB for the period ended August 31, 2006, because the Registrant’s management and independent auditor were unable to complete the review of its consolidated financial statements by November 29, 2006. The delay could not be cured without unreasonable effort or expense. The Registrant further represents that the Form 10-KSB will be filed no later than the 15th day following the date on which the Form 10-KSB was due.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
Benny Lee, President and Chief Executive Officer
Sellcell.net
2470 St. Rose Pkwy, Suite 304
Henderson, NV, 89074
Telephone: 506-872-4033
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
[x] Yes [_] No
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
[_] Yes [x] No
If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
Sellcell.net has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
Date: November 29, 2006 By: /s/ Benny Lee
Benny Lee
Chief Executive Officer and President
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