UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 0-50036
(Check One): [ X ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR [ ] Form N-CSR
For Period Ended: December 31, 2003
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[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-QSB and Form 10-QSB
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ___________________________
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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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 Tricell, Inc.
Former Name if Applicable N/A
Address of Principal Executive Office 39 Uttoxeter Road, Longton, Stoke on
Trent, Staffordshire, England ST3 1NT
PART II--RULES 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)
[ ] (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, semiannual report, or transition report
on Form 10-K, 10-KSB, 20-F, 11-K, Form N-SAR or Form N-CSR, or
portion thereof will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q or 10-QSB, or portion
thereof, will be filed on or before the fifth calendar day following
the prescribed due date;
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25
(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why form 10-K, 10-KSB, 11-K, 20-F,
10-Q, 10-QSB, N-SAR, N-CSR or portion thereof could not be filed within the
prescribed time period.
The Company's independent accountant has not yet completed the
accounting documentation required for the Form 10-K.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Andre Salt President 011 44 1782 64 6400
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(Name) (Title) (Telephone Number)
(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 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?
(X) Yes ( ) No
If so, attach an explanation of the anticipated change, both
narrative and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
The Company acquired a significant amount of assets on July 21,
2003, when it closed a Stock Exchange Agreement. Prior to this
acquisition, the Company had minimal active operations of its own.
Therefore, the addition of operations from the acquisition of assets
will materially change the results of operations. Because the
Company's auditor has not yet completed the accounting documentation
the Company cannot provide a reasonable quantitative estimate of
results of operations.
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Tricell, Inc.
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(Name of Registrant as specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 30, 2004 By: /s/ Andre Salt
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Name: Andre Salt
Title: President
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