UNITED STATES
                  SECURITIES EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                           FORM 8-K/A

                         CURRENT REPORT

             Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 21, 2002

                    REDCELL POWER CORPORATION
     (Exact name of registrant as specified in its charter)

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

1250-999 West Hastings
Vancouver, British Columbia                 V6C 2W2
- --------------------------------          -----------
Address of principal Executive Offices      Zip Code

Registrant's Telephone Number    (604) 605-8852





Item 4.  CHANGES IN ACCOUNTANTS

Pursuant to Item 304 of Regulation S-B the registrants states:
(a) (1)   On June 21, 2002, the Registrant changed accountants
from Graf Repetti & Co., to MacKay LLP, located at 1190 Hornby
Street, Suite 1000, Vancouver, British Columbia V8Z 2W2.

     (i)  The Company dismissed Graf Repetti & Co., as its
independent accountant and Graf Repetti & Co., did not resign nor
decline to stand for re-election.  The reason for the dismissal
was due to the fact that, with the Company's operations and
principals based in British Columbia, the Company believed that
it would be more efficient to retain an independent accountant
which was geographically closer to the Company.

     (ii) The financial statements reported on by Graf Repetti &
Co., were not subject to an adverse or qualified opinion, or a
disclaimer of opinion and were not modified as to uncertainty,
audit scope or accounting principles during the past two fiscal
years, and the interim period through April 30, 2002;

     (iii) The decision to change accountants was approved by the
Registrant's Board of Directors; and

     (iv) (A)  There were no disagreements related to accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure during the past two fiscal years and
the interim period through April 30, 2002 and the period through
the date of termination of the relationship on June 21, 2002.

          (B)  Not applicable;

          (C)  Not applicable;

          (D)  Not applicable; and

          (E)  Not applicable.

     (2)  On June 21, 2002, the Registrant engaged MacKay LLP, as
its independent accountants.

          (i)  The Registrant did not consult with MacKay LLP,
its new independent accountants, regarding any matter
prior to its engagement; and

          (ii) Not applicable.

     (3)  The Registrant has provided to Graf Repetti & Co., its
former accountants, a copy of the disclosures contained in this
Item 4 and the Registrant has requested a letter from Graf
Repetti & Co., addressed to the Commission, confirming the
statements made by the Registrant in this Item 4. A copy of such
letter is attached hereto.


Item 7.   FINANCIAL STATEMENTS AND EXHIBITS.

     (a) Financial Statements of business acquired.
          Not Applicable

     (b) Pro Forma financial information.
          Not Applicable

     (c) Index to Exhibits.

   Exhibit Number        Description

       (16)              Letter from Graf Repetti & Co., pursuant
                         to Item 304(a)(3) of Regulation S-B





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.

Dated: July 1, 2002

REDCELL POWER CORPORATION

/s/ Cameron King
- -----------------------
By: Cameron King
Chief Executive Officer