Replies to post #1728 on TriCell LTD (fka TCLL)

[bonedaddy77]

what's f'd up is that a stock like FLIP is having a great day while we sit still. They had a PR today stating they had sales of $1.62 million for Q1 and expect sales of $7 - $10 million for the year. Volume is over 4 million shares traded and is trading not much less than us at .09. Their OS is 114,589,131 shares.

TCLL averages around $200 million in quarterly sales and assuming 1% margin gives us $2 million profit for a quarter. Hopefully the company can bring in some institutional investors that know an undervalued stock when they see one.

OK, I'm done ranting. All I can do is accumulate and be patient.

[AngelHillCorp]

In regards to N2J merger .......

Included is proposal for TCLL shareholders vote in regards to N2J merger ....

This proposal on behalf of shareholders was submitted to TCLL board of directors, in regards to Attorney Kevin Woltjen's approval ...


----- Original Message -----
From: Kevin Woltjen
To: Angel Corporation
Cc: [e-mail] ; James Reed Cell
Sent: Friday, April 21, 2006 1:24 PM
Subject: RE: Tricell Inc (TCLL) ... Updated Proposal to shareholders to be voted upon ...

Michael,
Tricell’s board of directors will consider the below, and I have forwarded Tricell your post on investorshub.com which provides a bit more elaboration behind your proposal.

Best regards,

Kevin Woltjen
Woltjen Law Firm
4144 North Central Expwy., Suite 410
Dallas, Texas 75204
Telephone: [phone]
Facsimile: [phone]





Proposal to TCLL shareholders to vote upon at annual shareholder meeting

*Tricell Inc. (TCLL) proposal to be included in proxy statement of annual meeting,
...and be voted upon by (TCLL) shareholders.

*Included is four (4) proposals to be included in proxy statement,
...and be voted upon at Tricell Inc. annual meeting.

********************************************************************************

(1) Transfer all (TCLL) 100 million Authorized Preferred Stock, .001 par value,
.....into Class A Preferred Stock (* A-Shares)
.....with a value of one (1) Class A Preferred Share
.....equal to ten (10) Common Stock Shares.

(2) Reduce 100 million Authorized, .001 par value,
.....Class A Preferred Stock (*A-Shares)
.....into 30 million Authorized, 001 par value,
.....Class A Preferred Stock (*A-Shares).

(3) Allow TCLL Board of Directors to transfer all their Common Stock
.....into Class A Preferred Stock (*A-Shares)
.....with a value of ten (10) Common Shares
.....equal to one (1) Class A Preferred Share (* A-Shares)

(4) Purchase N2J Acquisition as described in *Exhibit A.





Exhibit A
Terms of Proposed Acquistion of N2J

Consideration: Tricell will acquire 100% of N2J from the N2J Shareholders in exchange for 21 million preferred class A shares* (the “A-Shares”) of Tricell’s equal too 10 X Tricell common stock shares *(the " Shares). The N2J Shareholders will split the A-Shares equally at 5.25 million A-Shares apiece.

Issuance Dates: Tricell will issue 16 million of the A-Shares on the closing date of the N2J acquisition. Tricell will issue the remaining 5 million A-Shares on January 1, 2007.

Put Option: 12 million of the A-Shares (“Put A-Shares”) will be subject to put options (“Put Options”). The Put Options provide each N2J Shareholder the unilateral option to put, or sell, to Tricell 375 thousand Put A-Shares each month for a period of 8 months following the execution of the SPA (“Put Option Period”), for a total monthly repurchase of 1.5 million Put A-Shares by Tricell. However, the Put Options will be available only if N2J satisfies the N2J Profit Requirement.

In order for the N2J Shareholders to exercise their Put Options during the Put Option Period, N2J’s profits for the exercise month must meet or exceed $1.5 million (“N2J Profit Requirement”). However, N2J may satisfy this N2J Profit Requirement subsequently by achieving aggregate net profits such that each completed month of the Put Option Period averages at least $1.5 million in profit per month. Therefore, in the event N2J does not meet the N2J Profit Requirement in any month during the Put Option Period, the N2J shareholders’ right to exercise their Put Options will be reduced on a pro-rata basis. However, when and if the N2J Profit Requirement is subsequently met, the N2J Shareholders will regain any and all Put Options that had previously been reduced.

In the event the N2J Profit Requirement is met and each N2J Shareholder exercises the Put Option for said month or any prior month where the Put Option was not exercised, Tricell will be obliged to repurchase for each month of the Put Option Period 1 million Put A-Shares at $1.10 per Put A-Share. If on December 31, 2006, N2J total net profits are less than $18 million, the N2J shareholders will return to Tricell the corresponding percentage of the Put Shares equal to the proportion of total N2J Profit Requirement not met. Net profits shall equal, for purposes of this Agreement, the gross revenues of N2J, as an operating subsidiary of the Company, from the sale of products less (a) cost of goods sold, (b) rent and utilities, (c) direct labor and salary costs, (d) cost of internal accounting and bookkeeping, and (f) repayment of any financing incurred specifically to allow for the purchase of goods. The parties expressly agree that all intergroup management charges will be excluded from the net profit calculation.

The determination of whether the N2J Profit Requirement has been met will be based upon N2J monthly financial statements. Each N2J Shareholder shall have 30 days following the last day of each month during the Put Option Period to notify Tricell that, pending confirmation that the N2J Profit Requirement has been met, the N2J Shareholder intends to exercise his Put Option for that month. While Tricell is obligated to repurchase shares during each month the N2J Profit Requirement is met, the N2J Shareholders are not required to exercise their Put Options.

Sales of Non-Put Shares: The N2J Shareholders shall be eligible to collectively sell 9 million non-Put A-Shares as long as they remain in the employment of Tricell on each of the following vesting dates:

(i) Twenty five percent (25%) of the non-Put A-Shares
.....shall vest on January 1, 2007;

(ii} Twenty five percent (25%) of the non-Put A-Shares
......shall vest on January 1, 2008;

(iii) Twenty five percent (25%) of the non-Put A-Shares
......shall vest on January 1, 2009;

(iv) Twenty five percent (25%) of the non-Put A-Shares
......shall vest on January 1, 2010.

In event Tricell undergoes a change of control,
the non-Put A-Shares will vest immediately.

* The A-Shares shall be issued pursuant to an exemption from registration under the Securities Act of 1933 (the “1933 Act”) and from registration under any and applicable State securities laws. The certificates representing the A-Shares shall bear the restrictive legend set forth in Rule 144 of the Regulations of the 1933 Act and appropriate legend required under applicable state securities laws. The A-Shares will not be available for transfer or resale for a period of twelve months

* The A-Shares shall hold a transfer value of or equal to 10 X common stock.





Clarified N2J Merger Proposal

*Transfer all 100m Preferred Shares into Class A-Shares

*Reduce Class A-Shares to 30m Authorized Shares

*Each A-Share has a value of 10 Common Shares

*Transfer TCLL Directors shares into Class A-Shares

*Reduces Common Shares O/S 30% = 70m Common O/S

*Purchase N2J for 21m A-Shares

*12m Put A-Shares + 9m A-Shares = 21m A-Shares

*Put A-Shares are collateral for payment to N2J owners

*Buy-Back 12m Put A-Shares in 8mths with N2J Profits

*N2J satisfies $1.5m monthly Profit Requirement

*N2J satisfies 18m 12/31/06 Net Profit Requirement after Costs

*9m A-Shares remain = 2.25m A-Shares each (4) N2J owners

*TCLL CEO Andre Salt Common Shares transfered = 2.5m A-Shares

*All Directors have equal Share ownership of TCLL

*After N2J deal complete approximate share count ............

...... 12.5m A-Shares ........... 70m Common Shares

In process of transfering the approximate 30% of Common Shares that are owed by Directors in the O/S into A-Shares ... it would reduce the Common Shares from 101m to approximate 70m Common O/S.

After the N2J 100% Merger is complete within 8 mths there would be approximate 12.5m Class A Preferred Shares O/S of the 30m A-Shares Authorized for future Mergers and Acquitions ...

In regards to the N2J dealing as is and was valued for purchase by Tricell. This proposal I have submitted would be in the best regards to Tricell Shareholders and the Board of Directors. After studying Tricell filings I have come to the conclusuion the Board of Directors are qualified for Class A with comparison to common shareholders.

TCLL Directors should be allowed to transfer common shares into Class A Preferred Stock (*A-Shares)
(1) Class A Preferred share equal to (10) Common shares ...

In regards to this N2J merger proposal, it would help the shareholders by reducing the Outstanding Share count of Common Stock along with giving Board of Directors more protection of any Assets brought into the company for strong book value. N2J is a private company therefore it should fall into a differant class upon merger to protect the Assets the owners bring into the company. The owners of N2J are being paid very well for the company whose Revenue may exceed Tricell Revenue of $662m yr and N2J in probable has +net earnings exceeding $18m yr or $1.5m a month. N2J is being bought with the profits from N2J and it is being paid for contigent to N2J meeting +profit performance of $1.5m a month or $18m +net profit after cost are reduced from revenue on 12/31/06. The put A-shares issued are a form of collateral that are bought back by Tricell and the non-put A-shares give the four N2J Board of Directors equal control of Tricell Inc along with TCLL CEO Andre Salt's current share ownership.





Signs Letter of Intent to Acquire N2J

STAFFORDSHIRE, England, April 25 /PRNewswire-FirstCall/ -- Tricell, Inc. (OTC Bulletin Board: TCLL) announces that it signed a Letter of Intent ('LOI'), pursuant to which it has agreed to acquire N2J Limited, a United Kingdom limited company ('N2J'). The letter of intent was executed by Tricell, N2J and the N2J Shareholders on April 14, 2006, and requires that a definitive acquisition agreement be executed and submitted for approval by Tricell's shareholders at the 2006 annual meeting. The LOI was filed, and is available for review, as an exhibit to Tricell's Form 10-K for the year ended 2005.

Tricell believes the acquisition of N2J will not only allow Tricell to increase revenues by expanding Tricell's exporting capabilities from the United Kingdom, which is N2J's trading niche, but more importantly increase its profit margin since N2J's export trading operations allows for a higher profit margin than Tricell's operations. On June 30, 2005, the N2J Shareholders sold Tricell all of the stock of Ace Telecom Limited, the operations of which have since become critical to Tricell's operations. The N2J Shareholders also serve as officers and directors of Tricell.

According to the terms of the LOI, Tricell will acquire 100% of N2J from the N2J Shareholders in exchange for 160 million shares of Tricell's common stock issuable on the closing date and 50 million shares issuable, subject to vesting requirements, on January 1, 2007, for total consideration of 210 million shares (the 'Shares'). However, all of the Shares are subject to earn out provisions, requiring that N2J achieve $18 million in profits. If N2J does not achieve total net profits of $18 million, a proportionate number of the Shares will be canceled.

In the event N2J's operations yield monthly profit of $1.5 million, the N2J Shareholders will have the option to put, or sell ('Put Options'), to Tricell 120 million of the Shares ('Put Shares'). The remaining 90 million Shares ('non-Put Shares') will vest in four equal annual installments, beginning on January 1, 2007 and ending on January 1, 2010. The non-Put Shares will only vest if the N2J Shareholders remain employed by Tricell at the time of vesting. The Put Options provide each N2J Shareholder the unilateral option to put to Tricell 3.75 million shares each month, at $0.11 per share, for a period of 8 months following the execution of the SPA ('Put Option Period'), for a total monthly repurchase of 15 million shares by Tricell.

Tricell and N2J are currently negotiating the final terms of a definitive acquisition agreement, and conducting due diligence in anticipation of the acquisition.

Tricell is engaged in mobile phone operations in the secondary market, or after market, which involves transactions other than those directly between the mobile phone manufacturer and the retailer. We attempt to obtain our products at the best prices available and distribute these products to markets around the world at varying levels of maturity.

For more information, please visit Tricell's website at http://www.tricellinc.com> , or the SEC's Edgar filing system at http://www.sec.gov> , or call Jeff Nunn at 011 44 8707 532 360.