UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-KSB

(Mark One)

[ X ]

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003 OR



[    ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO ______



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.)
|                                                               |  |                                     
|4860 Northwood Drive
West Vancouver, British Columbia Canada   |  | V7S 3C6                             
|(Address of principal executive offices)                       |  | (Zip Code)                          



Issuers telephone number:  (604) 230-3153



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 March 31, 2004



Documents Incorporated by Reference:  None.



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



---

PART I



ITEM 1.

DESCRIPTION OF BUSINESS



The Company was incorporated in the State of Delaware in February 1998.  On May 23, 2002 the Company changed its name from Infobooth, Inc. 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.







ITEM 2.

DESCRIPTION OF PROPERTY



The Company 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.







ITEM 3.

LEGAL PROCEEDINGS



RedCell Power Corporation does not have any legal proceedings pending against it at this time. The Companys previous subsidiary, RedCell Batteries Inc. has several legal actions pending, the outcome of which is not determinable at this time.  Management is of the opinion that the amounts of settlements, if any, are not determinable and accordingly no provisions have been made in the Companys financial statements for the year ended December 31, 2003.  The following are the settlements related to the Companys subsidiary RBI, which has been sold at December 30, 2003:



(a)

Separate actions by Scott Lagasse and Brett Bodine Racing for alleged breach of sponsorship agreements;



(b)

An action by Active Media Services Inc. for alleged non-payment of fees pursuant to an agreement dated November 2000;



(c)

RBI has numerous creditors of long standing, any of which may commence an action; and



(d)

The previous legal subsidiary, has two judgements for CDN$160,000 (US$124,000) and CDN$180,000 (US$139,000) against it, which it assumed in an asset agreement dated June 1999, neither of which are currently recorded in the records of the Company.







ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



There were no matters submitted to a shareholder vote during the fiscal year ended December 31, 2003.





PART II





ITEM 5

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



The Companys common stock is currently not traded or quoted in any market place, nor is the Company aware of any established public trading market for RedCells common stock.





ITEM 6.

MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION



Overview



We are a development stage company.



The Company currently maintains an office in Canada at 1650  1180 West Georgia Street, Vancouver, British Columbia V6E 4A2.





RESULTS OF OPERATIONS



Restructuring



During the past year, we have sold the beneficial right, title, and interest of shares in RedCell Batteries Inc.  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.



Liquidity and Capital Resources



To date we have incurred significant net losses.  The net income for the year ended December 31, 2003 is $3,692,128; the accumulated deficit as at December 31, 2003 is $807,889.  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.



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 growth or be profitable on a quarterly or annual basis.  In addition, our plans to increase our operating expenses to further develop our operations and increase our administration resources.  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 relied 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 7.

FINANCIAL STATEMENTS



The Annual Financial Statements for the year ended December 31, 2003 will follow the text of this Form 10-KSB.





ITEM 8.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



None.



---



ITEM 8A.

CONTROLS AND PROCEDURES



As of the end of the period covered by this report, the Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures and its internal controls and procedures for financial reporting.  This evaluation was done under the supervision and with the participation of management, including the President and Chief Financial Officer.  In accordance with SEC requirements, the President and Chief Financial Officer note that, since the date of the evaluation to the date of this Annual Report, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.  Based upon the Companys evaluation, the President and Chief Financial Officer have concluded that the Companys disclosure controls are effective to ensure that material information relating to the Company is made known to management, including the President and Chief Financial Officer, particularly during the period when the Companys periodic reports are being prepared, and that the Companys internal controls are effective to provide reasonable assurance that the Companys financial statements are fairly presented in conformity with generally accepted accounting principles.





ITEM 8.B.

OTHER INFORMATION



None.





PART III



ITEM 9.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTORS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT



Identification of Directors



The list presented below sets forth the names and ages of all directors of the Company indicating all positions and offices with the Company held by each such person and his term of office as director and the period during which he has served as such.



|Name         | Age | Positions | Director Since
|------------ | --- | --------- | --------------
|             |     |           |               
|Cameron King | 43  | Director  | March 2003    





Identification of Executive Officers



The list presented below sets forth the names and ages of all executive officers of the Company indicating all positions and offices held by such person and the period during which he has served as such.



|Name         | Age | Positions               | Director Since
|------------ | --- | ----------------------- | --------------
|             |     |                         |               
|Cameron King | 43  | President               | March 2003    
|             |     | Chief Executive Officer |               



(1)

All officers serve at the discretion of the Board of Directors



Business Experience





Mr. King, is a MBA from Michigan and finance graduate of McMaster University, with over 20 years of senior management experience developing expertise in capital markets, sales, marketing and public relations. Mr. King was a key member of the Corporate Banking team with the Bank of Nova Scotia in Toronto, Canada, specializing in Merger and Acquisition due diligence.



Since 1995 Cameron has operated a successful Venture Capital Company by incubating, structuring and public listing several companies ranging from Internet based technology, mining, oil and gas exploration and telecommunications.





Involvement in Certain Legal Proceedings



Refer to ITEM 3. LEGAL PROCEDINGS.



Promoters and Control Persons



Not applicable.



Section 16(a) Beneficial Ownership Reporting Compliance



The Company believes that its officers, directors and 10% beneficial owners have filed on a timely basis all required Forms 3, 4 and 5 under Section 16(a) of the Exchange Act due in or in respect of the 2003 fiscal year.





ITEM 10.

EXECUTIVE COMPENSATION



Summary Compensation Table



The following table reflects cash and non-cash compensation paid or accrued by the Company during the fiscal years ended December 31, 2003, 2002 and 2001 to or for the account of the chief executive officer and each executive officer whose cash compensation exceeded $100,000, and all executives of the Company as a group:



|                            | Annual Compensation | Long-term Compensation
|--------------------------- | ------------------- | ----------------------
|Name and
Principal Position | Year Ended
Nov. 30  | Salary                
|                            |                     |                       
|Cameron King                | 2003                | 120,000               
|Chairman of the Board       | 2002                | 120,000               
|                            | 2001                | 120,000               
|                            |                     |                       







(b)

Option/SAR Grants in Last Fiscal Year



% of Total

Options/SARs

Granted to

|Number of Securities Underlying Options/SARs | Employees in Fiscal | Exercise or Base Price/ | Market Price on Date | Expiration | Grant Date Present
|-------------------------------------------- | ------------------- | ----------------------- | -------------------- | ---------- | ------------------



NONE





(c)

Aggregated Option/SAR Exercises and Last Fiscal Year and Year-End Option/SAR Values



|Name | Shares Acquired on Exercise | Value Realized | Number of Securities Underlying Unexercised Options/SARs at FY-end (all exercisable) | Value of Unexercised In-The-Money Options/SARs at FY-end (all exercisable)
|---- | --------------------------- | -------------- | ------------------------------------------------------------------------------------ | --------------------------------------------------------------------------



NONE





ITEM 11

SEXURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



(a)

Security Ownership of Certain Beneficial Owners



The Company is not aware of any of any persons who own beneficially more than 5 percent of the outstanding shares of its Common Stock.  The Company has no other class of voting securities.





(b)

Security Ownership of Management



Not Applicable



(c)

Changes in Control



None.





ITEM 12.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



(a)

Transactions With Management and Others



None.



(b)

Certain Business Relationships



None.



(c)

Indebtedness of Management



None.



(d)

Transactions with Promoters



Not applicable.





ITEM 13.

EXHIBITS



31

Certifications by the Chief Executive Officer and the 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.



32

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







ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES



Fees paid to MacKay, LLP



For the fiscal years ended December 31, 2003 and December 31, 2002, MacKay LLP provided services in the following categories and amounts.



|                   | Fiscal Year Ended
|------------------ | -----------------
|                   | December 31,
2003
|                   |                  
|Audit Fees         | $           9,500
|Audit-Related Fees | 750              
|Tax Fees           | -                
|All Other Fees     | -                





Policies and Procedures for Approval of Audit and Non-Audit Services:



The Company has approved an audit committee, through which all audit and non-audit services are approved.









---





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







By: Cameron King_____________________

Cameron King, President,

and Chief Executive Officer





---