Mail Stop 4561
      February 23, 2006

Mr. Neil Pursell
Chief Financial Officer
Tricell, Inc.
6 Howard Place
Stoke-on-Trent, Staffordshire, U.K.  ST1 4NQ

	RE:	Tricell, Inc.
		Form 8-K
		Filed February 22, 2006
            		File No. 0-50036

Dear Mr. Pursell:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      	Please understand that the purpose of our review process
is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call me at the telephone number
listed
at the end of this letter.

Form 8-K

1. Please amend your Form 8-K to specifically state whether during
the registrant`s two most recent fiscal years and any subsequent
interim period through the date of dismissal there were any
disagreements with the former accountant on any matter of
accounting
principles or practices, financial statement disclosure, or
auditing
scope or procedure, which disagreement(s), if not resolved to the
satisfaction of the former accountant, would have caused it to
make
reference to the subject matter of the disagreement(s) in
connection
with its reports.

2. We note that on February 16, 2006 you appointed Whitley Penn as
your new independent accountants.  Please have your new
independent
accountants explain to us in sufficient detail how they plan on
performing the audit of the international operations of your
company.
In addition, have them tell us whether a foreign audit firm will
be
assisting in the audit and, if so, whether such foreign firm is
credentialed with the SEC or registered with the PCAOB, if
required.
Lastly, if a foreign audit firm will be assisting in the audit,
tell
us if Whitley Penn will qualify as the principal accountant.

Exhibit 16

3. When you file the amended Form 8-K, please include a letter
from
your former accountant, indicating whether or not they agree with
your disclosures in the Form 8-K/A.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	Please provide the information requested above within five
business days from the date of this letter.  The information
should
be filed as correspondence on EDGAR.

      Any questions regarding the above should be directed to me
at
(202) 551-3432.


								Sincerely,



								William H. Demarest
								Staff Accountant

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Mr. Neil Pursell
Tricell, Inc.
February 23, 2006
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