UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-K

Commission File Number 0-50036

Tricell, Inc.

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.

TABLE OF CONTENTS

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PART I

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.

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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

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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.

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      Employees

      As of May 13, 2004, we have twenty-four (24) full time employees.

      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.

      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.

      There were no matters submitted to a vote of the Company’s security holders during the fourth quarter of 2004.

PART II

      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.

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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.

      *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.

      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.

Forward-looking Information

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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

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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.

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Results of Operations

      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

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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:

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.

      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.

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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

TRICELL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2004 AND 2003

The accompanying notes are an integral part of these financial statements.

F- 2

TRICELL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002

The accompanying notes are an integral part of these financial statements.

F- 3

TRICELL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002