Redcell Power 10QSB/A 2006 Q2 Quarterly report (small business) (amended)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB/A

(Mark One)

XQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter endedJune 30, 2006

ÿ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number:000-25529

REDCELL POWER CORPORATION

(Exact name of small business issuer in its charter)


Delaware		13-4044390
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

598 – 999 Canada Place Vancouver, British Columbia		V6C 3E1
(Address of principal executive offices)		(Zip Code)

Issuer’s telephone number: (604) 608-2861

Securities Registered Under Section 12(b) of the Exchange Act:

None

Securities Registered Under Section 12(g) of the Exchange Act:

Common Stock, $0.001 par value

(Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]

State issuer’s revenues for most recent fiscal year: $Nil

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 8,345,502 issued and outstanding as at October 18, 2006.

Documents Incorporated by Reference: None

Transitional Small Business Format. Yes [ ] No [X]

FORWARD-LOOKING STATEMENTS

Information included or incorporated by reference in this quarterly report may contain forward-looking statements. This information may involve known and unknown risks, uncertainties, and other factors which may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “plan,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology.

This quarterly report contains forward-looking statements, many assuming that the Company secures adequate financing and is able to continue as a going concern, including statements regarding, among other things: (a) no sales to date and profitability; (b) our growth strategies; (c) anticipated trends in our industry; (d) our future financing plans; (e) our anticipated needs for working capital; (f) changes in environmental laws; (g) problems regarding availability of labor, materials, and equipment once production commences; (h) failure of the flotation plant to process or operate in accordance with specifications, including expected throughput, which could prevent the project from producing commercially viable output, if and when production commences; (i) our lack of necessary financial resources to complete development of the mineral properties, successfully explore, mine, and fund our other capital commitments; (j) our ability to seek out and acquire other high quality gold properties; (k) the volatility of gold and other metal prices and the impact of any hedging activities, including margin limits and calls (l) between actual and estimated reserves, and between actual and estimated metallurgical recoveries, mining operational risk; (m) discrepancies between actual and estimated production; (n) speculative nature of gold exploration, dilution, and competition; (o) loss of key employees; and (p) defective title to mineral claims or property. These statements may be found under “Management’s Discussion and Analysis or Plan of Operations” and “Business,” as well as in this quarterly report generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this quarterly report generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this quarterly report will in fact occur. In addition to the information expressly required to be included in this quarterly report, we will provide such further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not misleading.

PART I - FINANCIAL INFORMATION

REDCELL POWER CORPORATION

(A Development Stage Company)

INTERIM FINANCIAL STATEMENTS

JUNE 30, 2006

(Unaudited – Prepared by Management)

(Stated in US Dollars)

--- INDEX ---

Interim Balance Sheet

Interim Statement of Operations and Deficit

Interim Statement of Stockholders’ Equity

Interim Statement of Cash Flows

Notes to Interim Financial Statements

REDCELL POWER CORPORATION

(A Development Stage Company)

INTERIM BALANCE SHEET

AT JUNE 30, 2006 WITH AUDITED FIGURES AT DECEMBER 31, 2005

(Unaudited - Prepared by Management)

(Stated in US Dollars)


	June 30	December 31
	2006	2005
	(Unaudited)	(Audited)

ASSETS
CURRENT
Cash	$ 13,557	$ 18,615

LIABILITIES
CURRENT
Accounts payable and accrued liabilities	$ 20,972	$ 23,046
Due to related parties (Note 3)	1,022,001	947,724

	1,042,973	970,770

STOCKHOLDERS' EQUITY

SHARE CAPITAL
Common stock, $0.001 par value
25,000,000 shares authorized
8,345,502 shares outstanding (Note 4)	8,347	8,347

Additional paid in capital	130,048	130,048

DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE	(1,167,811)	(1,090,550)

	(1,167,811)	(952,155)

	$ 13,557	$ 18,615

Nature of Operations (Note 1)

Approved by the Directors:
/s/ Kelly Fielder
Kelly Fielder, Director

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

REDCELL POWER CORPORATION

(A Development Stage Company)

INTERIM STATEMENT OF OPERATIONS AND DEFICIT

FOR THE SIX MONTHS ENDED JUNE 30, 2006

WITH COMPARATIVE FIGURES FOR THE SIX MONTHS ENDED JUNE 30, 2005

(Unaudited - Prepared by Management)

(Stated in US Dollars)


	Three months	Three months	Six months	Six months
	Ended	Ended	Ended	Ended
	June 30	June 30	June 30	June 30
	2006	2005	2006	2005
	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)

ADMINISTRATIVE EXPENSES
Accounting and legal	$ 5,177	$ 1,283	$ 6,377	$ 2,483
Bank charges and interest	18	84	70	103
Consulting	34,200	30,000	64,200	60,000
Filing and transfer agent	-	-	2,500	-
Foreign exchange (gain)/loss	(298)	-	(371)	(68)
Office and miscellaneous	-	-	-	92

	39,097	31,367	72,776	62,610

MINERAL PROPERTY EXPLORATION EXPENSES (Note 3)	4,485	-	4,485	-

NET LOSS FOR THE PERIOD	(43,582)	(31,367)	(77,261)	(62,610)

DEFICIT, BEGINNING OF PERIOD	(1,124,229)	(980,663)	(1,090,550)	(949,420)

DEFICIT, END OF PERIOD	$ (1,167,811)	$ (1,012,030)	$ (1,167,811)	$ (1,012,030)

Basic and diluted loss per share	$ (0.01)	$ (0.00)	$ (0.01)	$ (0.01)

Weighted average shares outstanding	8,345,502	8,345,502	8,345,502	8,345,502











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

REDCELL POWER CORPORATION

(A Development Stage Company)

INTERIM STATEMENT OF STOCKHOLDERS’ EQUITY

AT JUNE 30, 2006

(Unaudited - Prepared by Management)

(Stated in US Dollars)


	Number of shares	Par value	Additional Paid in Capital	Deficit accumulated during the development stage	Total
	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)

For the period February 25, 1998 to January 31, 1999	-	$ -	$ -	$ -	$ -

Issued (note 4(a))	250,000	250	9,750	-	10,000
Capital contribution for the period	-	-	9,000	-	9,000
Net loss for the period	-	-	-	(19,050)	(19,050)

Balance January 31, 1999	250,000	250	18,750	(19,050)	(50)

Capital contribution for the year	-	-	31,050	-	31,050
Net loss for the year	-	-	-	(34,550)	(34,550)

Balance January 31, 2000	250,000	250	49,800	(53,600)	(3,550)

Issued (note 4(b))	16,250	16	9,984	-	10,000
Issued (note 4(c))	2,500	3	297	-	300
Issued (note 4(e))	10,000	10	1,990	-	2,000
Capital contribution for the year	-	-	35,425	-	35,425
Net loss for the year	-	-	-	(45,475)	(45,475)

Balance January 31, 2001	278,750	279	97,496	(99,075)	(1,300)

Issued (note 4(f))	5,000	5	45	-	50
Capital contribution for the year	-	-	32,300	-	32,300
Net loss for the year	-	-	-	(33,107)	(33,107)

Balance January 31, 2002	283,750	284	129,841	(132,182)	(2,057)

Stock dividend paid	-	-	(50)	-	(50)
Stock issued to effect the acquisition of subsidiary (note 4(h))	8,000,000	8,000	-	-	8,000
Stock cancelled by majority shareholders May 2002 (note 4(i))	(258,248)	(257)	257	-	-
Issued (note 4(j))	320,000	320	-	-	320
Net loss for the period	-	-	-	(4,367,835)	(4,367,835)

Balance December 31, 2002	8,345,502	8,347	130,048	(4,500,017)	(4,361,622)

Net income for the year	-	-	-	3,692,128	3,692,128

Balance December 31, 2003	8,345,502	8,347	130,048	(807,889)	(669,494)

Net loss for the year	-	-	-	(141,531)	(141,531)

Balance, December 31, 2004	8,345,502	8,347	130,048	(949,420)	(811,025)

Net loss for the year	-	-	-	(141,130)	(141,130)

Balance, December 31, 2005	8,345,502	8,347	130,048	(1,090,550)	(952,155)

Net loss for the period	-	-	-	(77,261)	(77,261)

Balance, June 30, 2006	8,345,502	$ 8,347	$ 130,048	$ (1,167,811)	$(1,029,416)


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

REDCELL POWER CORPORATION

(A Development Stage Company)

INTERIM STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2006

WITH COMPARATIVE FIGURES FOR THE SIX MONTHS ENDED JUNE 30, 2005

(Unaudited - Prepared by Management)

(Stated in US Dollars)


	Three months	Three months	Six months	Six months
	Ended	Ended	Ended	Ended
	June 30	June 30	June 30	June 30
	2006	2005	2006	2005
	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)

OPERATING ACTIVITIES
Net loss for the period	$ (43,582)	$ (31,367)	$ (77,261)	$ (62,610)
Changes in non-cash working capital items:
Prepaid expenses	-	(6,557)	-	(6,557)
Accounts payable and accrued liabilities	3,738	(218)	(2,074)	(4,368)
Advances from related party	-	13,892	-	13,892

Cash used in operating activities	(39,844)	(24,250)	(79,335)	(59,643)

FINANCING ACTIVITY
Due to related parties	43,169	30,000	74,277	60,000

Cash provided in financing activity	43,169	30,000	74,277	60,000

NET DECREASE IN CASH	3,325	5,750	(5,058)	357

CASH, BEGINNING OF PERIOD	10,232	4,819	18,615	10,212

CASH, END OF PERIOD	$ 13,557	$ 10,569	$ 13,557	$ 10,569













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

REDCELL POWER CORPORATION

(A Development Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2006

(Unaudited - Prepared by Management)

(Stated in US Dollars)

Nature of Operations

The Company was incorporated in the State of Delaware in February 1998. On May 23, 2002 the Company changed its name to RedCell Power Corporation.

The accompanying interim financial statements have been prepared on the basis of accounting principles applicable to a going concern; accordingly, they do not give effect to adjustment that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and retire its liabilities in other than the normal course of business and at amounts different from those in the accompanying financial statements. The Company’s ability to continue as a going concern is dependent upon achieving profitable operations and/or upon obtaining additional financing. The outcome of these matters cannot be predicted at this time.

Significant Accounting Policies

(a)

Development stage company

The Company is considered to be in the development stage as defined in Statement of Financial Accounting Standards No. 7.

(b)

Mineral Property Exploration and Development

The Company is in the development stage and has not yet realized any revenue from its planned operations. It is primarily engaged in the acquisition, exploration, and development of mining properties. Mineral property acquisition and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be depreciated using the units-of-production method over the estimated life of the probable reserve.

(c)

Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(d)

Foreign currency translation

The Company’s functional currency is the U.S. dollar. Transactions in foreign currency are translated into U.S. dollars as follows:

Monetary items at the rate prevailing at the balance sheet date;

Non-monetary items at the historical exchange rate;

Revenue and expenses at the average rate of exchange in effect during the applicable accounting period.

(e)

Stock-based compensation

SFAS 123 “Accounting for stock based compensation” defines a fair value based method of accounting for employee stock options. Under this fair value method, compensation cost is measured at the date of grant based on the fair value of the award and is recognized over the vesting period. However SFAS 123 allows an entity to continue to measure compensation costs related to stock option costs in accordance with Accounting Principle Board Statement No. 25 (APB 25). The Company has elected to measure compensation related to stock options in accordance with APB 25. Accordingly, since the fair value of the shares was less than the price of the stock options at the date of grant, there is no compensation to be recognized under US GAAP. There are no outstanding options or warrants as at December 31, 2004 and 2005.

In December 2002, FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure”. SFAS 148 amends SFAS No. 123, to provide alternative methods of transition for a voluntary change to the fair value method of accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure requirements of SFAS 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. SFAS 148 is effective for fiscal three months beginning after December 15, 2002. The Company adopted SFAS No. 148, on January 1, 2003 with no material impact on its financial statements.

(f)

Loss per share

Basic loss per share is calculated based on the weighted average number of shares outstanding during the period, in accordance with Statement of Financial Accounting Standards No. 128, “Earnings per Share”.

(g)

Fair value of financial instruments

All significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.

(h)

Income taxes

Income taxes are provided for using the liability method of accounting in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes”. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Deferred tax expense (benefit) results from the net change during the three months of deferred tax assets and liabilities

(i)

Comprehensive loss

In June 1997, the FASB issued SFAS No. 130 “Reporting comprehensive income”. SFAS 130 requires that total comprehensive income and comprehensive income per share be disclosed with equal prominence as net income and net income per share. Comprehensive income is defined as changes in shareholders’ equity exclusive of transactions with owners such as capital contributions and dividends. There are no comprehensive income items for the periods reported.

Mineral Properties

On June 2, 2006, the Company purchased a 50% interest in the mineral claims held by Viking Power Corp., a private exploration stage company incorporated in the State of Nevada. The purchase price was CDN$5,000 cash.

Related Party Transactions

Of the total due to related parties, $588,832 (December 31, 2005 - $588,832) is owed to a former related party and is secured against the assets of the Company. These advances do not bear interest, and have no fixed terms; accordingly, the fair value cannot be practicably determined.

During the six months ended June 30, 2006 the Company incurred consulting fees of $64,200 (June 30, 2005 - $60,000) with respect to services rendered by a company in which a former director has an interest. As at June 30, 2006 the total amount due to this company was $433,169 (December 31, 2005 - $358,892).

These transactions were in the normal course of operations and have been valued in these financial statements at the exchange amount which is the amount of consideration established and agreed to by the former related parties.

Common Stock


(a)	On May 18, 1998 the Company issued 1,000,000 common shares for $10,000 cash.
(b)	On February 1, 2000 the Company issued 65,000 common shares for $10,000 cash.
(c)	On August 1, 2000 the Company issued 10,000 common shares for $300 cash.
(d)	On August 1, 2000 the Company completed a 2.5 for 1 stock split. This has been reflected in the statement of stockholders’ equity on a retroactive basis.
(e)	On January 15, 2001 the Company issued 100,000 common shares for $2,000 cash.
(f)	On August 10, 2001 the Company issued 50,000 common shares for $50 cash.
(g)	On May 24, 2002 the company completed a reverse stock split 1 for 10. This has been reflected in the statement of stockholders’ equity on a retroactive basis.
(h)	On May 24, 2002 the Company issued 8,000,000 common shares with a par value of $8,000 in exchange for all of the issued and outstanding shares of RedCell Batteries Inc., a former legal subsidiary.
(i)	On May 29, 2002 majority shareholders cancelled 258,248 common shares with a par value of $257.
(j)	On July 25, 2002 the Company issued 320,000 common shares for $320 cash.

New Accounting Pronouncements

SFAS No. 123 (revised 2004), Share-Based Payment. For public companies, the cost of employee services received in exchange for equity instruments generally should be measured at fair value at the grant date. The cost of employee services received in exchange for an award of liability instruments should be measured initially at fair value and re-measured subsequently at each reporting date through the settlement date. Public entities that file as small business issuers must comply as of the beginning of the first interim or annual reporting period that begins after December 15, 2005.

SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. This Statement was effective for financial instruments entered into or modified after May 31, 2003, and otherwise was effective at the beginning of the first interim period beginning after June 15, 2003, except for:

Mandatorily redeemable noncontrolling interests that would not have to be classified as liabilities by the subsidiary, under the "only upon liquidation" exception in paragraph 9 of SFAS 150, but would be classified as liabilities by the parent in consolidated financial statements, the classification and measurement provisions (but not the disclosure provisions) of SFAS 150 are deferred indefinitely pending further Board action.

Other mandatorily redeemable noncontrolling interests that were issued before November 5, 2003, the measurement provisions of SFAS 150 are deferred indefinitely, both for the parent in consolidated financial statements and for the subsidiary that issued the instruments that result in the mandatorily redeemable noncontrolling interest, pending further Board action. However, the classification and disclosure provisions are not deferred.

SFAS No. 153, Exchanges of Nonmonetary Assets - an amendment of APB Opinion No. 29. This amendment to Opinion No. 29 eliminates the fair value exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. The Statement is effective for nonmonetary asset exchanges occurring in periods beginning after June 15, 2005.

In addition, the FASB and Emerging Issues Task Force (“EITF”) have issued a variety of interpretations including the following interpretations with wide applicability.

EITF Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments. The effective date for the measurement and recognition guidance contained in paragraphs 10 through 20 of Issue 03-1 is delayed. The disclosure guidance in paragraphs 21 and 22 of Issue 03-1 remains effective.

EITF Issue No. 03-13, Applying the Conditions in Paragraph 42 of FASB Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", in Determining Whether to Report Discontinued Operations. This Issue describes an approach for evaluating whether criteria have been met for classifying as discontinued operations the results of operations of a component of an entity that either has been disposed of or is classified as held for sale in fiscal periods beginning after December 15, 2004.

EITF Issue No. 04-1, Accounting for Preexisting Relationships between the Parties to a Business Combination. This Issue concludes that a business combination between two parties having a preexisting relationship is a multiple-element transaction with one element being the business combination and the other element being the settlement of the preexisting relationship. The consensuses should be applied to business combinations consummated and goodwill impairment tests performed in reporting periods beginning after October 13, 2004.

The adoption of these new pronouncements is not expected to have a material effect on the Company’s financial position or results of operations.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

DESCRIPTION OF THE BUSINESS

The Company was incorporated in the State of Delaware in February 1998. On May 23, 2002 the Company changed its name to RedCell Power Corporation.

On May 23, 2002 the Company, acquired 100,000 common shares, $1.00 par value, of RedCell Batteries Inc., (“RBI”) a company incorporated under the laws of the Province of Alberta.

The acquisition was consummated by the execution of an Acquisition Agreement dated May 23, 2002. The shares acquired by the Company represented one hundred percent (100%) of all of RBI’s then currently issued and outstanding common stock in a tax free stock-for-stock acquisition. The aggregate purchase price paid by the Company for the RBI common shares was 8,000,000 newly issued shares of post-reverse split shares of voting common shares of the Company, $0.001 par value. These shares were issued to the sellers of the RBI shares subsequent to a 1 for 10 reverse split by the Company of its voting common stock. Additionally, pursuant to the terms of the Acquisition Agreement, the sum of 257,501 common shares of the Company, held by the previous majority shareholders of the Company, were cancelled.

As a result of the foregoing transaction, there was a change in control of the Company to the shareholders of RBI. The shareholders of RBI now hold approximately 99% of the outstanding common shares of the Company. As a result of this acquisition and change of control, the Company changed its name to “RedCell Power Corporation”.

Subsequent to the acquisition, the Company determined that the operations of RBI were not viable and accordingly adopted a formal plan of disposal. On December 30, 2003 the Company sold the beneficial right to, title, and interest of its shares in RBI for US$1.00. This sale resulted in a gain on sale of subsidiary of $3,868,925, as the difference between the assets held for sale and liabilities held for sale.

The Company has no current operations and is currently looking to locate and consummate a merger or acquisition with an operating entity. The Company is considered to be in the development stage.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2006

Sales

The Company has no current operations and is currently looking to locate and consummate a merger or acquisition with an operating entity. The Company has generated no revenue from operations to date. At present, the Company is in the development stage .

No marketing has been undertaken as the Company has generated no revenue from operations to date. The Company has no customers as the Company has generated no revenue from operations to date.

General and Administrative Expenses

From the date of the incorporation (refer to Note 1) to June 30, 2006, the Company has spent $1,167,811 in general and administrative expenses.

The Company employs no full time staff but relies on consultants for financial and other advice. The Company accrues $10,000 per month for consulting services rendered by a company in which a former director has an interest. At June 30, 2006, the amount due to this company was $428,969.

Other Income and Expenses

None

Subsequent Events

None

Liquidity and Capital Resources

To date we have incurred significant net losses. The net loss for the six months ended June 30, 2006 was $77,261 and the accumulated deficit at June 30, 2006 was $1,167,811. The Company has no current operations and is currently looking to locate and consummate a merger or acquisition with an operating entity. These factors raise substantial doubt about our ability to continue as a going concern. We anticipate that we may continue to incur significant operating losses for the foreseeable future. There can be no assurance as to whether or when we will generate material revenues or achieve profitable operations.

The Company has financed operations through amounts from a related party without interest and with no terms for repayment.

Off-Balance Sheet Arrangements

None

Employees and Consultants

We currently contract out all work to third parties and consultants so the Company does not have any full time employees at present. As of June 30, 2006, we had no employees. Our employees would not be covered by labor union contracts or collective bargaining agreements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis of the Company’s financial condition and results of operations is based on the Company’s financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these interim consolidated financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses for each period. Critical accounting policies are defined as policies that management believes are the most important to the portrayal of the Company’s financial condition and results of operations. These policies may require us to make difficult, subjective, or complex judgments, commonly about the effects of matters that are inherently uncertain.

Our significant accounting policies are described in the audited financial statements and notes thereto as at December 31, 2005.

Recently Issued Accounting Pronouncements

In addition, the FASB and Emerging Issues Task Force (“EITF”) have issued a variety of interpretations including the following interpretations with wide applicability.

The adoption of these new pronouncements is not expected to have a material effect on the Company’s financial position or results of operations.

Summary of Significant Accounting Policies

(a)

Development stage company

The Company is considered to be in the development stage as defined in Statement of Financial Accounting Standards No. 7.

(b)

Mineral Property Exploration and Development

(c)

Estimates

(d)

Foreign currency translation

The Company’s functional currency is the U.S. dollar. Transactions in foreign currency are translated into U.S. dollars as follows:

Monetary items at the rate prevailing at the balance sheet date;

Non-monetary items at the historical exchange rate;

Revenue and expenses at the average rate of exchange in effect during the applicable accounting period.

(e)

Stock-based compensation

(f)

Loss per share

(g)

Fair value of financial instruments

(h)

Income taxes

(i)

Comprehensive loss

LEGAL PROCEEDINGS

None.

RISK FACTORS

There are inherent risk factors associated with an investment in RedCell and management wishes to alert investors to these risks.

Limited Operating History

RedCell has a limited operating history upon which an evaluation of its business and prospects can be based. There can be no assurance that an investment in our Company shall be profitable or that we will realize revenue or be profitable on a quarterly or annual basis. In addition, any plans to increase our operating expenses to further develop our operations and increase our administration resources will require capital. A relatively high percentage of our expenses will be typically fixed in the short term as our expense levels are based, in part, on its expectations of future revenue. To the extent that such expenses precede or are not subsequently followed by increased revenue, our business, financial condition, operating results, and cash flows would be materially adversely affected. Management believes that period-to-period comparisons of financial results are not necessarily meaningful at this stage and should not be r elied upon as an indication of future performance.

Inflation

As we are a development stage company, inflation has not had a material affect on our operations. In the event we are no longer considered a development stage entity, inflation may affect our ability to generate profits as increased costs may be associated with development and marketing of our products. In the opinion of management, inflation at this time has not and will not have a material affect on our operations. Management will evaluate the possible affects of inflation on RedCell as it relates to our business and operations and will proceed accordingly.

Ability to Raise Capital

Our ability to further develop our business and operations is dependent on our ability to raise capital. RedCell will seek to raise capital through equity funding and private placement of securities as well as securing lines of credit with credit institutions. There is no guarantee that we will be able to raise capital to further develop our business and operations. Additionally, we may encounter significant costs or unfavourable terms in our efforts to raise capital. Investors are further alerted that any efforts to raise capital through a private placement of equity securities will result in dilution to shareholders of the Company.

ITEM 3.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.

Internal Control Over Financial Reporting

There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

CURRENT OFFICERS AND DIRECTORS

The following table lists the Executive Officers and Directors of the Company:


Name	Age	Positions	Director Since

Michael Laidlaw	70	President, Chief Executive Officer, Director	February 2006

Mr. Michael Laidlaw, President and Chief Executive Officer

Mr. Laidlaw is a retired member of the London Stock Exchange and has been a financial consultant and advisor to a number of North American and European institutions since 1987. In this capacity, he has raised over $100 million in financings for NASDAQ, Toronto, and Toronto Venture Exchange companies. He has served on the Board of Directors for numerous public companies. Prior to 1987, Mr. Laidlaw was a stockbroker in London, England.

PART II – OTHER INFORMATION

ITEM 6.

EXHIBITS

The following exhibits are provided with this Quarterly Report:

Exhibit 31

Certifications by the Chief Executive Officer and Acting Chief financial Officer of the Company pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32

Certificate of Chief Executive Officer and Acting Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

REDCELL POWER CORPORATION

/s/ Michael Laidlaw

Michael Laidlaw,

President and Chief Executive Officer

Dated: October 18, 2006

Redcell Power Inactive 10QSB/A2006 Q2 Quarterly report (small business) (amended)