THIS IS AN AMENDMENT TO AND RESTATEMENT OF THE FORM 10-KSB IN ITS ENTIRETY.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-KSB/A


           /X/    Annual Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934
                   For the Fiscal Year Ended December 31, 2000

           / /    Transition Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

                        Commission File Number ___-_____

                               ACCESS POWER, INC.
                 (Name of Small Business Issuer in its Charter)

                 Florida                                 59-3420985
  -------------------------------------------------------------------------
     (State or other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)                   Identification No.)

               10033 Sawgrass Dr., W, Ponte Vedra Beach, FL 32082
   -------------------------------------------------------------------------
               (Address of principal executive office) (Zip Code)

       Registrant's telephone number, including area code: (904) 273-2980

       Securities registered under Section 12(b) of the Exchange Act: None

       Securities registered under Section 12(g) of the Exchange Act: None

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 disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not  contained  in this  form 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-KSB or any  amendment to
this Form 10-KSB.       /X/

State issuer's revenues for its most recent fiscal year.  $341,370

State the  aggregate  market  value of the voting  stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock as of a  specified  date  within the past 60
days:  As of March 16,  2001  there  were  74,358,413  shares  of  Common  Stock
outstanding  held by  non-affiliates  of the issuer,  with an aggregate value of
$4,461,504.78  (based  upon a value of $0.06 per share,  the average of the high
and low bid price of the Common Stock on March 16, 2001)

         At March 16, 2001, there were issued and outstanding 87,527,913
                             shares of Common Stock.

    Transitional Small Business Disclosure Format (check one): Yes / /  No /x/

                       DOCUMENTS INCORPORATED BY REFERENCE
None.

<PAGE>

                                     PART I

ITEM 1.   DESCRIPTION OF BUSINESS

         We were  incorporated  in 1996 to offer  Internet-based  communications
products and services in the United States and  international  markets.  We were
one of the first  companies  to offer a way to  transmit  voice and  multi-media
communications  over the Internet,  a service  commonly  referred to as Internet
protocol  telephony.  Our  voice-over-Internet  service  integrates  traditional
telephone functions with advanced Internet-based communications technology.

INDUSTRY BACKGROUND

         Historically,  long  distance  telephone  services  have  been  offered
through public switched telephone networks using traditional  telephone lines, a
well-established  and quality service. In recent years,  however, the Internet's
developing technologies,  unprecedented  popularity,  and commercialization have
accelerated the integration of technologies  involving computers and telephones.
This  commercial  integration  has  led to a new  sector  in the  communications
industry,  generally  referred to as computer  telephony or Internet  telephony,
that  has   developed   a  less   expensive   and  more   workable   method   of
telecommunication  over the Internet.  Companies that offer  Internet  telephony
services and products are generally  referred to as Internet  telephony  service
providers. Because the global marketplace is becoming familiar with the Internet
and its value as a communications mechanism, companies have invested millions of
dollars to develop new and enhanced  applications to improve the service quality
and lower implementation costs of Internet telephony.

         Internet  telephony is superior to traditional long distance  telephone
services in several ways.  First,  voice and message  traffic  through  Internet
telephony  systems is less expensive than traditional  telephone systems because
Internet telephony services are not subject to the tariffs affecting traditional
telephone  services.  Also,  the  Internet  protocol  telephony  network  routes
transmissions  using  packetized  switching that is less expensive to deploy and
allows for more efficient use of the capacity that exists in the  communications
infrastructure. Second, Internet protocol telephony has superior capability than
traditional  telecommunications  technology  for  innovative  features  such  as
interactive document and data sharing and multi-media data transmissions.

         New  applications of  voice-over-Internet  services are being developed
every day. The cost of computer  processing is decreasing and customer demand is
increasing.  Internet protocol systems are more economical,  have more features,
and may become more reliable than traditional telephone services,  and may allow
companies to communicate better with their customers, employees, and vendors.

THE ACCESS POWER SOLUTION

         We are developing our Internet-based  telephony  network,  Access Power
Advanced Communications(R),  and services, FreeWebCall.com(TM) and e-button(TM),
to provide a domestic  and  international  communications  network  that  allows
customers to place calls through the Internet using  traditional  telephones and
PCs. Unlike traditional  switch-based  telephone systems, we use the Internet as
the backbone to complete the long distance  connection,  thereby eliminating the
tariff fees associated  with long distance  carriers and providing a less costly
alternative to traditional long distance telephone lines.

PRODUCTS AND SERVICES

         Access Power Advanced  Communications  integrates traditional telephone
functions with advanced Internet-based  communications technology.  This service
enables users to  communicate  over the Internet from a PC to a telephone with a
significant reduction in costs over traditional telephony. Through this service,
a user can place long distance  telephone  calls from a PC anywhere in the world
over the Internet to telephones in any area where Access Power terminates calls.
Currently,  we have such service available for calls to telephones in the United
States.


                                       2
<PAGE>

         Our FreeWebCall.com  customers'  experience is supported by a standards
based  solution  featuring  Microsoft's   NetMeeting  software,   Cisco  Systems
hardware,  and state of the art network services from Sprint.  To complement our
other consumer services,  we offer our customers regular long distance telephone
service by referring  FreeWebCall.com  subscribers and site visitors to purchase
calling cards from Global On-line Telecom.

FREEWEBCALL.COM(TM)

         FreeWebCall.com was launched August 1, 2000. It is a sponsor-subsidized
Internet Protocol  telephony  service whose  subscribers  enjoy unlimited,  free
calling from their  Windows-based  PC to any telephone in the United States.  We
are  developing  additional  features  to enable  our  subscribers  to make free
PC-to-PC  calls  and to  participate  in video  conferencing,  text  chat,  file
sharing,  program  sharing,  and  whiteboard  collaboration,  which  we  plan to
implement this year.  FreeWebCall.com  customers register for service and log-in
to use the service at the FreeWebCall.com Website.

E-BUTTON(TM)

         The e-button  software  provides  electronic  commerce  benefits to any
company with a traditional call-center. This technology allows consumers viewing
a company's web site to click the e-button  icon,  which will  instantly  dial a
designated  representative  of that company,  usually someone providing sales or
support services.  This technology allows corporate  customers to voice-activate
their Website,  providing faster and more effective sales,  customer service, or
technical support.

STRATEGY

         We believe a significant  commercial  opportunity  is emerging from the
application  of  Internet-based  products  and services to the  transmission  of
voice,  video,  and facsimile  through the use of packetized  Internet  protocol
networks. Access Power's objective is to be one of the world's leading providers
of international Internet protocol telephony products and services. Our strategy
to achieve that  objective  includes the  provision of free  Internet  telephony
products  and  services  through   FreeWebCall.com,   the  exploitation  of  new
technology   including   FreeWebCall.com,   and  e-button;   and  the  continued
development  of enhanced  products and services  that utilize our  international
Internet protocol  telephony  network.  We intend to capitalize on our officers'
and principal employees'  extensive  backgrounds to develop unique services that
differentiate   us  from  our   competitors  and  that  enhance  our  customers'
communications experience.

ENHANCE FREEWEBCALL.COM(TM)

         The  launch  of  FreeWebCall.com  expanded  our  service  offering  and
provides free long distance service to our consumers. FreeWebCall.com revenue is
generated by displaying  advertising at the site and by receiving commissions on
the sale of the products and services of other companies that are advertised and
promoted  on  the   FreeWebCall.com   website.   Subscribers   call  from  their
Windows-based PCs to any telephone in the United States.  Additionally,  we plan
to develop  technology that will allow customers to make free PC-to-PC calls and
participate in video conferencing, text chat, file sharing, program sharing, and
whiteboard collaboration.

LEVERAGE THE LOW OPERATING COSTS OF OUR NETWORK

         Internet  protocol  telephony calls are treated as data  communications
and are not subject to the expensive access fees to which standard long-distance
calls  are  subjected.   This  is  especially   significant  when  it  comes  to
international  calls, where extra fees can be a significant addition to the cost
of a call. Our technology enables us to offer  international  calling at reduced
costs to customers.

         We believe that the future of telecommunications is in the value of the
enhanced services a provider offers and that long-distance  telephony as we know
it today will become a low-priced  commodity.  We believe that this premise will
propel  Internet  telephony  into the  mainstream  of  communications.  Internet
telephony by definition operates within computers,  a medium that allows for the


                                       3
<PAGE>

development of sophisticated user applications that will differentiate  Internet
protocol telephony from traditional telephony systems.

         Some  providers  are now offering  free long  distance  calling and are
supporting  that business with revenues from sponsors and  advertisers.  We have
entered that sector of the market with  FreeWebCall.com.  Some of the  providers
that entered the free,  sponsor-based  market have since modified their business
plan to offer low cost calling or free calling on a limited usage basis.

CUSTOMER SERVICE

         We believe  customer  service  is one of our  greatest  strengths.  Our
customer service  organization's  leadership team consists of professionals  who
have managed customer care for demanding companies.

         Access Power's  operations and customer  service includes a call center
and e-mail response as well as the mailing of correspondence.  The call handling
customer support systems have been developed in-house and reside on our Website.
The  representative  and the  customer  may  jointly  access  our home  page for
information on topics of interest.

SALES AND MARKETING

         Our  market  includes   consumer  and  commercial   users  of  advanced
communications products and services and users of the Internet.

         Our current sales  initiative is directed toward  customer  acquisition
for our  FreeWebCall.com  service.  We received over 225,000  subscriptions  for
FreeWebCall.com in 2000 and an aggregate of approximately  455,000 subscriptions
as of March 26, 2001. The subscribers were generated mainly by associations with
banner advertisement aggregators, marketing associations, and word of mouth.

         The target market for our PC-to-Phone service is the worldwide Internet
user base. Nua Ltd.  estimates  that the number of worldwide  users on-line will
increase from  approximately 98 million in 1997 to approximately  350 million by
2005.  Neilsen Net Ratings  measurements  found that  approximately  144 million
people  surfed the Web from home in July 2000,  35% more than the same period in
1999.  The same study  showed  that from July 1999 to July 2000 the time  people
spent on the Internet  increased by 26%.  The  International  Telecommunications
Union  reports  that during  2000,  the 1.5 billion  telephone  users  worldwide
transmitted  one in 33 of their global phone calls using the  Internet.  The ITU
estimates that by 2004, 40% of calls will be web-based.

         e-button is sold to  businesses  that have a Website  and call  center.
According  to  Yahoo!,  as  of  September  6,  2000,  there  were  over  575,000
business-oriented  Websites worldwide. Some of these businesses also have a call
center for customer service,  sales, or technical  support.  We aim to capture a
significant  portion  of this  business  market  for  sales of the  e-button(TM)
product.

EMPLOYEES

     As of March 1, 2001 the Company retained 13 full time employees.


ITEM 2.  PROPERTY


     The Company headquarters, executive offices and customer service center are
located in facilities  consisting of approximately 3,000 square feet in a 13,500
square foot office building in Ponte Vedra Beach,  Florida. The three-year lease
on the space  started  September  1997 and  includes  two  successive  extension
options  and first right of refusal on 2,000  square  feet of vacant  contiguous
space.  The first  extension  option was exercised on April 1, 2000. The Company
will pay  approximately  $5,000 per month rent under this lease during 2001. The
Company  believes the office  space is adequate for its current  needs and could
easily be replaced with other suitable accommodations.



                                       4
<PAGE>

     The Company maintains its server hardware through co-location  arrangements
with local exchange  carriers at locations where the Company desires to maintain
a gateway.  These facilities must be climate  controlled and offer the necessary
telephone  and  electrical  power  services,   but  the  Company  believes  such
facilities are generally available from more than one source.

ITEM 3.  LEGAL PROCEEDINGS

     None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The  Company's  Common Stock is traded  over-the-counter  and quoted on the
Bulletin  Board  under the symbol  "ACCR" on a limited  and  sometimes  sporadic
basis.  Quoting began in December 1997. The reported high and low bid prices for
the Common Stock are shown below for the period  through  December 31, 2000. The
prices  presented are bid prices which represent  prices between  broker-dealers
and do not include  retail  mark-ups and  mark-downs  or any  commission  to the
broker-dealer.  The prices do not necessarily reflect actual transactions. As of
March 16,  2001,  there were  approximately  314  stockholders  of record of the
Common Stock.

                                                           BID
                                                           ---

                                                    LOW          HIGH
                                                    ---          ----

       2000
       First Quarter . . . . . . . . . . . .       $0.37        $3.47
       Second Quarter  . . . . . . . . . . .       $0.43        $1.43
       Third Quarter . . . . . . . . . . . .       $0.22        $0.47
       Fourth Quarter  . . . . . . . . . . .       $0.09        $0.29

       1999
       First Quarter                               $0.08        $0.33
       Second Quarter  . . . . . . . . . . .       $0.12        $1.56
       Third Quarter . . . . . . . . . . . .       $0.79        $0.30
       Fourth Quarter  . . . . . . . . . . .       $0.97        $0.20

         In January of 2000, we sold 6% convertible  debentures in the amount of
$800,000 and  $2,500,000  in February of 2000 to an investor.  In addition,  the
investor purchased a warrant to purchase an additional $2,500,000 of convertible
debentures on the same terms,  of which the investor has recently  exercised and
purchased $300,000 in debentures.  Exemption from registration for this issuance
is claimed under Section 4(2) of the Securities Act of 1933.

         In  September  2000,  we issued  620,000  shares of Common Stock to the
investor  relations  consulting firm used by us. Exemption from registration for
this sale is claimed  under Rule 506 of  Regulation D of the  Securities  Act of
1933.


                                       5
<PAGE>

         In  November  2000,  we  issued  50,000  shares  of  Common  Stock to a
potential investor to reimburse for his due diligence efforts in connection with
a transaction  we decided not to pursue.  Exemption from  registration  for this
sale is claimed under Rule 506 of Regulation D of the Securities Act of 1933.

         In November  2000, we entered into an investment  agreement and related
documents  with  Grandview  Court,  LLC,  an  accredited  investor,  as  further
described in this registration statement. Pursuant to this investment agreement,
we agreed to sell to the  investor $30 million of our common stock in return for
cash.  Exemption  from  registration  for this sale is claimed under Rule 506 of
Regulation D of the Securities Act of 1933.

ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         THE  FOLLOWING  DISCUSSION  OF OUR  FINANCIAL  CONDITION AND RESULTS OF
OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND NOTES
THERETO AND THE OTHER FINANCIAL INFORMATION INCLUDED ELSEWHERE IN THIS DOCUMENT.

PLAN OF OPERATION

OVERVIEW

         Access  Power,  Inc.  was  formed  in  1996  to  offer   Internet-based
communications  products and services in the U.S. and international  markets. We
are  creating a network of  Internet  telephony  gateway  servers  and  Internet
protocol and public  switched  telephone  network  circuits to provide voice and
multimedia  communications  services,  more  commonly  referred  to as  Internet
protocol telephony.

         From our  inception,  we have  devoted most of our efforts to technical
analysis,   development,   procurement,   implementation,   testing,   and   the
establishment of the corporate and technical  policies and procedures  necessary
to support our business requirements. We are a development stage operation.

         Our Internet  protocol  telephony  gateway  network  allows us to offer
competitively-priced call rates while providing premium communications features.
Our  current   products  and  services  are  based   primarily  on   PC-to-Phone
communications.  The  PC-to-Phone  service is done  through our  FreeWebCall.com
service.  Customers  anywhere in the world can use a PC to place unlimited calls
to  telephones  anywhere  in the United  States  free of charge.  The service is
supported by advertising and product  offerings from various  providers that are
displayed  to  visitors  and  customers  of  FreeWebCall.com.  Depending  on the
particular arrangement we receive payments for the advertising  impressions that
are displayed or sales commissions for purchases originating from our sites.

         Since  FreeWebCall.com was launched August 1, 2000 the supply,  demand,
and pricing of Internet  advertising  has experienced  fluctuations.  The recent
downward  trending of on-line  advertising  has affected the  development of the
sponsor-based voice over internet business to the point that our FreeWebCall.com
model is being analyzed for modifications. As of March 26, 2001, FreeWebCall.com
had received approximately 455,000 subscriptions for the service.

         While in our start-up  and current  development  stages,  we tested and
preliminarily  introduced  certain  products  and  services,  new  to  both  the
communications  industry  and us. To date,  we have not realized  revenues  from
sales of any  products or services  in amounts  necessary  to support all of our
cash operating needs.

EXPANSION PLANS

         We believe we must expand our gateway network capacity and our customer
base to achieve  profitability.  This expansion will be done in conjunction with
the  implementation of developments that will add further value to the customers
of our services. Some of the developments will be low cost to us but intended to
enhance the  existing  user  experience  within the free or low cost to consumer
sponsor  based model.  Other  add-ons are expected to be offered for  additional
charges.  We are also working with various advertisers and suppliers to continue
maximizing the opportunities presented by our growing site activity.


                                       6

<PAGE>

MARKETING

         Our  current   marketing   focus  is  on   FreeWebCall.com   subscriber
acquisition and the leveraging of the resultant  activity by adding value to the
subscriber  experience and promoting or reselling various products and services.
Subscriber  acquisition is occurring primarily through developing  relationships
with  on-line  link  distributors  who  display our  advertisements  at selected
web-sites.  The  links  refer  Internet  users to our  site to join the  service
offering.  Revenue  is  incurred  through  the  relationships  with  advertising
aggregators  who  display  advertisements  on our  sites and  through  marketing
associations  with suppliers of various  products and services  displayed at our
web-sites that we resell, in most cases for commissions.

TWELVE MONTHS ENDED  DECEMBER 31, 2000 COMPARED TO TWELVE MONTHS ENDED  DECEMBER
31, 1999

         REVENUES AND COSTS OF REVENUES

         Total  revenues for the twelve months ended December 31, 2000 increased
$161,319 or 89.6% due to the increased  marketing of our Net.Caller product that
offered flat rate calling to any telephone in a number of countries  from any PC
worldwide. At year end the company was marketing FreeWebCall, a sponsor based PC
to phone service in lieu of Net.Caller.

         EXPENSES

         Product  development  and marketing  expenses  were  $2,718,106 in 2000
compared to $1,015,737  in 1999, an increase of $1,702,369 or 167.6%.  Telephone
network costs  accounted  for  $1,155,683  of the increase and  advertising  and
public relations associated with product marketing accounted for $449,060 of the
increase.  Depreciation and amortization expenses increased $62,494. General and
administrative  expenses were $2,504,206 in 2000 compared to $1,642,134 in 1999,
and increase of $862,072 or 52.5%. Payroll,  contract labor, and office staffing
expenses  accounted  for  $484,028  of the  increase.  Finders'  fees  increased
$243,566 to $350,000 from $106,444,  due to the increase in financing activities
in  2000  compared  to  1999,  and  the  write  off of  receivables  deemed  not
collectible accounted for $179,139 of the general and administrative increase.

TWELVE MONTHS ENDED  DECEMBER 31, 1999 COMPARED TO TWELVE MONTHS ENDED  DECEMBER
31, 1998

         REVENUES AND COSTS OF REVENUES

         Total  revenues for the twelve months ended December 31, 1999 decreased
$87,899 or 32.8%.  Revenues from services provided increased 218.7% from $53,519
to $170,601 due to increased  marketing of the company's new flat rate services.
Product  sales  decreased  95.6% from $214,431 to $9,450 due to the initial fees
received  related to our Canadian  venture  ($24,000),  the sale of equipment to
that  venture  ($188,092)  in 1998,  compared  to sales of solely  software  and
service  in 1999.  The  Canadian  venture  has since been  terminated  by mutual
agreement of the parties.

         EXPENSES

         Product  development  and marketing  expenses  were  $1,015,737 in 1999
compared  to $731,672  in 1998,  an  increase  of  $284,065 or 38.8%.  Telephone
network costs  increased  386.9% or $306,502 from $79,228 in 1998 to $385,086 in
1999. Gateway services expense increased $35,827 or 13% from $275,613 in 1998 to
$311,440 in 1999.  These  expense  increases  were the result of  expanding  our
network  coverage and customer base.  Lower  depreciation  and  amortization  of
$117,402 from $321,806 in 1998 to $204,323 in 1999 or 36.5% offset some of these
increases.  General and  administrative  expenses  increased  $435,929 or 33.1%.
Professional  fees for marketing and equity  financing  increased  $701,666 from
$206,680 to $908,348 or 339.5%.  These  expenses were  slightly  offset by lower
payroll of $88,775,  lower travel of $37,258 and lower temporary help of $13,506
in 1999 compared to 1998.


                                       7
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         Since our  inception,  we have  financed  our  operations  through  the
proceeds from the issuance of equity  securities and loans from stockholders and
others. To date, we have raised approximately $4,340,000 from the sale of common
stock and preferred  stock,  and have  borrowed  approximately  $3,713,000  from
investors and  stockholders.  Funds from these sources have been used as working
capital  to fund the  build-out  of our  network  and for  internal  operations,
including the purchases of capital equipment.

         We  generated  negative  cash flow from  operating  activities  for the
period from inception  (October 10, 1996) through December 31, 2000. We realized
negative cash from operating activities for the twelve months ended December 31,
2000, of  ($3,145,019)  compared to negative cash from  operating  activities of
($2,228,236)  primarily  due to higher  net loss  offset by slower  payments  on
accounts  payable.  Investing  activities for the period from inception  through
December 31, 2000  consisted  primarily of equipment  purchases to build out the
network. Investing activities in the twelve months ended December 31, 2000, were
$589,879 compared to $464,023 during the twelve months ended December 31, 1999.

         The timing  and amount of our  capital  requirements  will  depend on a
number of factors, including demand for our products and services.

         We raised  $100,000  in  November  1998 from the sale of 100  shares of
Series A Preferred  Stock for $1,000 per share.  In connection with this sale we
also  issued  60,587  shares of common  stock as a finder's  fee and  recognized
expense of $19,878 and an increase in capital stock of a like amount. We secured
the  services  of an  investment  banker  during  December  1998.  To retain the
services and conserve  cash, we issued 30,000 shares of stock and  recognized an
expense of $10,000 and an increase to capital stock of the same amount.

         We raised $25,000 in December 1998 from the sale of 25 shares of Series
A  Preferred  Stock for $1,000  per share.  In  connection  with this sale,  the
Company also paid a professional service fee of $2,000 in cash.

         We  raised  $75,000  in  January  1999  from the sales of a total of 75
shares of Series A Preferred  Stock for $1,000 per share. In connection with one
of these sales,  we also issued  27,777 shares of common stock as a finder's fee
and  recognized  expense of $7,500 and an increase to capital  stock of the same
amount.  We received  $150,000 as a good faith deposit with the letter of intent
and issued 1,500,000 shares of common stock in return to the investor.

         We  issued  512,000  shares  of  common  stock in  exchange  for a debt
repayment and the interest due thereon in April 1999. We issued 2,630,000 shares
of common stock upon the exercise of employee  stock  options for  $1,257,100 in
1999. We issued $1,000,000 of 6% convertible debentures in September of 1999 and
$200,000 of 6% convertible debentures in December of 1999.

         We issued  $800,000 of 6%  convertible  debentures  in January of 2000,
$2,500,000  of 6%  convertible  debentures  in February of 2000,  $200,000 of 6%
convertible  debentures  in  August  of 2000,  and  $100,000  of 6%  convertible
debentures in September of 2000.

          Our  financing  activities  for the twelve  months ended  December 31,
2000,  provided a net total of  $3,536,456.  Cash at the end of that  period was
$15,452.  As of March 16, 2000,  we had cash of $184,000 and working  capital of
($546,000).

ITEM 7.  FINANCIAL STATEMENTS

     The financial statements and the independent  auditor's report are included
in this report beginning at page F-1.

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

     None.

                                       8
<PAGE>

                                    PART III


ITEM  9.  DIRECTORS,   EXECUTIVE  OFFICERS,   PROMOTERS,  AND  CENTRAL  PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE NET

         The  executive  officers and directors of the Company and their ages as
of March 16, 2001 are as follows:

              Name                Age                Position
              ----                ---                --------

       Glenn A. Smith             45      President, Chief Executive Officer
                                           and Director
       Tod R. Smith               39      Chief Technology Officer, General
                                           Counsel and Director
       Maurice J. Matovich        41      Chief Operations Officer and Director
       Howard L. Kaskel           55      Chief Financial Officer

         Glenn A. Smith has served as the President, Chief Executive Officer and
a director of Access Power,  Inc. since the Company's  formation in 1996. He has
over  twenty   years   experience   in   developing   interactive   systems  and
Internet-based businesses and services.

         Tod R. Smith has served as Chief Technology Officer and General Counsel
since 1998 and a director of the Company since 1997. Mr. Smith worked at AT&T as
a Technical Staff member specializing in computer consulting and the development
of software from 1988 to 1998.

         Maurice Matovich has served as Chief Operating Officer since 1998 and a
director for Access Power since 1997. Mr.  Matovich  served as a manager at AT&T
where he specialized in high-tech  operations  management,  client relations and
stockholder relations from 1984-1997.

         Howard L. Kaskel has served as the Chief  Financial  Officer for Access
Power since 1998. Mr. Kaskel also is currently a limited  partner with Tatum CFO
Partners,  LLP, a partnership of career chief financial officers. Mr. Kaskel has
been  devoting  his full time to the  Company.  Mr.  Kaskel  served as the Chief
Financial  Officer  of  DeFalco  Advertising  from 1996 to 1997 and as the Chief
Financial Officer of Pinnacle Site Development Inc. in 1998.

ITEM 10.  EXECUTIVE COMPENSATION

     The  following  table sets forth certain  information  regarding the annual
compensation  for services in all  capacities to the Company for the years ended
December 31, 1998,  1999, and 2000 with respect to the Chief  Executive  Officer
and the Chief Financial Officer (collectively, the "Named Executive Officers"):

<TABLE>
<CAPTION>
                                                                                     Long-Term
                                                                                   Compensation
                                                Annual Compensation                   Awards
 Name and Principal Position        Year               Salary            Securities Underlying Options (#)
 ---------------------------        ----               ------            ---------------------------------

<S>                                 <C>               <C>                            <C>
Glenn A. Smith                      2000              $96,000                        4,650,000
     Chief Executive Officer        1999               96,000                        4,700,000
                                    1998               96,000                         100,000

Howard Kaskel,                      2000              108,000                        1,093,000
     Chief Financial Officer        1999              113,750                        1,205,500
                                    1998               35,750                           --
</TABLE>


                                       9
<PAGE>

STOCK OPTIONS

         The following table summarizes certain information regarding options to
purchase  Common Stock granted to the Named  Executive  Officers during the year
ended December 31, 2000. The Company did not grant any stock appreciation rights
in 2000.

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
                               (Individual Grants)
<TABLE>
<CAPTION>
                    Number of Securities      Percent Of Total
                         Underlying         Options/SARs Granted
                    Options/SARs Granted      To Employees In       Exercise Or Base
      Name              Granted (#)             Fiscal Year            Price ($/Sh)       Expiration Date
      ----              -----------             -----------            ------------       ---------------
<S>                           <C>                 <C>                       <C>              <C>   <C>
Glenn A. Smith                250,000             24.81%                    $0.51            05/10/10
Howard Kaskel                 187,500             18.61%                    $0.51            05/10/10
</TABLE>

         The  following  table  summarizes  the number and value of  unexercised
options held by the Named Executive  Officers as of December 31, 2000. The Chief
Executive  Officer did not exercise any options in the year ending  December 31,
2000.

                          FISCAL YEAR-END OPTION VALUES

                      Number of Securities
                     Underlying Unexercised    Value of Unexercised In-The-Money
                   Options/SAR at FY-End (#)      Options/SARs at FY-End ($)
     Name          Exercisable/Unexercisable      Exercisable/Unexercisable
     ----          -------------------------      -------------------------


Glenn A. Smith            200,000 / 0                        (1)
                        4,100,000 / 0                        (1)
                          100,000 / 0                        (1)
                          250,000 / 0                        (1)
Howard Kaskel             150,000 / 0                        (1)
                          518,000 / 0                        (1)
                          232,000 / 0                        (1)
                           37,500 / 0                        (1)
                          187,500 / 0                        (1)

(1)      At December 31, 2000, there were no unexercised stock options that were
         in-the-money.


EMPLOYMENT AGREEMENTS

         The  Company  has  entered  into an  employment  agreement  with Howard
Kaskel.  The agreement  provides  that Mr. Kaskel will serve as Chief  Financial
Officer of the  Company  on a  part-time  basis  (four days per week) for a base
salary of $9,000  per  month.  Additional  days are paid at the rate of $550 per
day. The  agreement is  terminable  by the Company upon thirty (30) days written
notice with all  payments  required  pursuant to the  agreement to be paid on or
before the  termination  date. The Company does not have  employment  agreements
with any other of its executive officers.

DIRECTORS COMPENSATION

         The directors have not received  compensation for their duties as such,
and the Company has no current plans to compensate  directors for serving on the
Board in the future.


                                       10
<PAGE>

STOCK INCENTIVE PLAN

         In June,  1997,  the  Company  adopted  its Stock  Incentive  Plan (the
"Plan") to provide selected  employees and affiliates  providing services to the
Company  or its  affiliates  an  opportunity  to  purchase  Common  Stock of the
Company.  The Plan promotes the success and enhances the value of the Company by
linking  the  personal  interests  of  participants  to those  of the  Company's
stockholders,  and by providing  participants  with an incentive for outstanding
performance.  Awards  under  the  Plan may be  structured  as  "incentive  stock
options" (ISOs) as defined in Section 422 of the Internal  Revenue Code of 1986,
as amended  ("IRC"),  for  employees or as  non-qualified  stock options for any
participant.

         The Plan, as amended,  provides that the aggregate  number of shares of
Common Stock with respect to which  options may be granted  pursuant to the Plan
shall not exceed 2,500,000 shares.

         ISOs  are  subject  to  certain  limitations  prescribed  by  the  IRC,
including the requirement that such options be granted with an exercise price no
less than the fair  market  value of the  Common  Stock at the date of grant and
that  the  value of stock  with  respect  to  which  ISOs are  exercisable  by a
participant  for the first time in any year under the terms of the Plan (and any
other incentive stock option plans of the Company and its  subsidiaries) may not
exceed  $100,000,  based on the fair  market  value of the  stock at the date of
grant.  In addition,  ISOs may not be granted to employees who own more than 10%
of the  combined  voting  power of all classes of voting  stock of the  Company,
unless the option  price is at least 110% of the fair market value of the Common
Stock  subject to the option  and unless the option is  exercisable  for no more
than five years from the grant date.

         The compensation committee of the Board of Directors of the Company has
discretion  to set the terms and  conditions  of  options,  including  the term,
exercise price and vesting  conditions,  if any, to determine whether the option
is an ISO or a  non-qualified  stock  option,  to select the persons who receive
such grants and to interpret and administer the Plan.

         As of the date of this  10-KSB,  options to  purchase an  aggregate  of
11,484,500  shares of Common  Stock  have been  granted  under the Plan and were
outstanding,  including  options for 4,650,000  shares of Common Stock issued to
Glenn A. Smith.  Mr.  Smith's  options have an exercise price of $0.11 per share
for 4,100,000  shares,  $0.54 per share for 100,000 shares,  $0.22 per share for
200,000 shares, and $0.51 for 250,000 shares.


                                       11
<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The  following  table  sets forth  certain  information  regarding  the
beneficial  ownership of the shares of Common Stock as of March 16, 2000, by (i)
each person who is known by the Company to be the beneficial  owner of more than
five percent (5%) of the issued and  outstanding  shares of Common  Stock,  (ii)
each of the Company's  directors and executive  officers and (iii) all directors
and executive  officers as a group:  The percentages  below are calculated based
upon 87,527,913 shares outstanding as of March 16, 2001.


   Name and Address of            Amount and Nature of       Percent of Shares
    Beneficial Owner*               Beneficial Owner           Outstanding**
    -----------------               ----------------           -------------


Glenn A. Smith, CEO                  7,176,500(1)                 7.79%
Tod Smith, CTO                       2,540,000(2)                 2.84%
Maurice Matovich, COO                2,146,000(3)                 2.40%
Howard L. Kaskel, CFO                1,307,000(4)                 1.47%
Bamboo Investors, LLC                9,617,384(5)                 9.90%
110 Colabaugh Pond Rd.
Croton on Hudson, NY  10520

All Directors and Executive        13,169,500(6)                 13.57%
Officers as a Group (4 persons)

--------------------
*Unless otherwise  indicated,  the beneficial owner's address is the same as the
Company's principal office.
**Percentages  calculated on the basis of the amount of outstanding shares plus,
for each person,  any shares that person has the right to acquire within 60 days
pursuant to options or other rights.

(1)      Includes  30,400  shares of  Common  Stock  held for a minor  child and
         4,650,000 shares subject to presently exercisable options.
(2)      Includes 1,900,000 shares subject to presently exercisable options.
(3)      Includes 1,850,000 shares subject to presently exercisable options.
(4)      Includes   1,093,000  shares  of  Common  Stock  subject  to  presently
         exercisable options.
(5)      Includes (i) 1,400,000 shares issuable upon the exercise of certain
         presently exercisable warrants and (ii) shares issuable upon the
         conversion of certain convertible debentures that the holder may
         acquire pursuant to its exercise of a special warrant. The holder of
         such securities is prohibited from using them to acquire shares of
         Common Stock to the extent that such acquisition would result in such
         holder beneficially owning in excess of 9.9% of the outstanding shares
         of Common Stock following such acquisition. This restriction may be
         waived on not less than 61 days' notice to the Company.
(6)      Please see footnotes (1) through (4).



CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None.

ITEM 13.  EXHIBITS, LIST, AND REPORTS ON FORM 8-K.

     (a)   Exhibits.   The  exhibits filed as part of this Annual report on Form
           --------    10-KSB are as listed below.

Exhibit
Number   Description of Exhibit
--------------------------------------------------------------------------------

3.1      Amended  Articles of  Incorporation  of Access  Power,  Inc.  (filed as
         Exhibit 3.1 to Access Power, Inc.'s quarterly report on Form 10-QSB for
         the  quarter  ended  September  30,  1999  (the  "10-Q")  and is hereby
         incorporated by reference)

3.2      Bylaws of the Registrant (filed as Exhibit 3.2 to Access Power,  Inc.'s
         annual report on Form 10-KSB for the year ended  December 31, 1999 (the
         "10-K") and is hereby incorporated by reference)


                                       12
<PAGE>

4.1      Form of common stock  Certificate of the  Registrant  (filed as Exhibit
         4.1 to the 10-K and is hereby incorporated by reference)

4.2      6%  Convertible  Debenture due September 30, 2001 (filed as Exhibit 4.2
         to the 10-Q and is hereby incorporated by reference)

4.3      Warrant to purchase common stock, par value $0.001 per share, of Access
         Power,   Inc.  (filed  as  Exhibit  4.3  to  the  10-Q  and  is  hereby
         incorporated by reference)

4.4      Warrant to purchase common stock,  par value $0.001 per share of Access
         Power,  Inc.  dated  November  13, 2000 (filed as Exhibit 4.4 to Access
         Power. Inc.'s  Registration  Statement on Form SB-2 (File No. 333-51836
         (the "2000 SB-2") and is hereby incorporated by reference)

10.1     International Master Franchise Agreement between Access Power, Inc. and
         Access  Power  Canada,  Inc.  (filed as Exhibit  10.1 to Access  Power,
         Inc.'s  Registration  Statement on Form SB-2 (File No.  333-65069) (the
         "1999 SB-2") and is hereby incorporated by reference)

10.2     Access Power, Inc. Stock Option Plan (filed as Exhibit 10.2 to the 1999
         SB-2 and is hereby incorporated by reference)

10.3     Amendment No. 1 to Stock Option Plan (filed as Exhibit 10.3 to the 1999
         SB-2 and is hereby incorporated by reference)

10.4     Employment  Agreement  with Howard  Kaskel dated July 1, 1998 (filed as
         Exhibit 10.5 to the 1999 SB-2 and is hereby incorporated by reference)

10.5     Agreement to terminate Master Franchise Agreement between Access Power,
         Inc. and Access Power Canada,  Inc.  dated  December 11, 1998 (filed as
         Exhibit 10.6 to the 1999 SB-2 and is hereby incorporated by reference)

10.6*    Internet  Telephony Services Agreement dated December 14, 1998, between
         Access Power, Inc. and Access Universal, Inc. (filed as Exhibit 10.7 to
         the 1999 SB-2 and is hereby incorporated by reference)

10.7     Office Lease  Agreement  between  Douglas  Partnerships  II, and Access
         Power,  Inc.  dated  August 1, 1997 (filed as Exhibit  10.9 to the 1999
         SB-2 and is hereby incorporated by reference)

10.8     Retainer  Agreement dated September 23, 1999, among Access Power, Inc.,
         Tatum CFO  Partners,  LLP, and Howard  Kaskel (filed as Exhibit 10.1 to
         the 10-Q and is hereby incorporated by reference)

10.9     Securities  Purchase  Agreement  dated as of September 30, 1999,  among
         Access Power,  Inc.,  certain  shareholders of Access Power, Inc. named
         therein,  and Bamboo Investors,  LLC (filed as Exhibit 10.2 to the 10-Q
         and is hereby incorporated by reference)

10.10    Warrant to purchase 6% Convertible Debentures and common stock warrants
         of Access Power,  Inc. (filed as Exhibit 10.3 to the 10-Q and is hereby
         incorporated by reference)

10.11    Registration  Rights Agreement,  dated as of September 30, 1999, by and
         among Access  Power,  Inc. and Bamboo  Investors  LLC (filed as Exhibit
         10.4 to the 10-Q and is hereby incorporated by reference)

10.12    Share Exchange  Agreement dated as of September 30, 1999 between Access
         Power, Inc. and each of Glenn Smith,  Maurice Matovich,  Howard Kaskel,
         and Tod  Smith  (filed  as  Exhibit  10.5  to the  10-Q  and is  hereby
         incorporated by reference)

10.13*   Web services agreement as of August 6, 1999, between Access Power, Inc.
         and  Lycos-Bertelsmann  GmbH (filed as Exhibit  10.6 to the 10-Q and is
         hereby incorporated by reference)


                                       13
<PAGE>

10.14    Consulting  Agreement dated as of October 4, 1999 between Access Power,
         Inc. and Northstar Advertising, Inc. (filed as Exhibit 10.7 to the 10-Q
         and is hereby incorporated by reference)

10.15    Investment  Agreement  between Access Power,  Inc. and Grandview Court,
         LLC dated as of November  13, 2000 (filed as Exhibit  10.15 to the 2000
         SB-2 and is hereby incorporated by reference)

10.16    Registration  Rights Agreement between Access Power, Inc. and Grandview
         Court, LLC dated as of November 13, 2000 (filed as Exhibit 10.16 to the
         2000 SB-2 and is hereby incorporated by reference)

10.17    Escrow  Agreement  between Access Power,  Inc. and Grandview Court, LLC
         dated as of November 13, 2000 (filed as Exhibit  10.17 to the 2000 SB-2
         and is hereby incorporated by reference)

10.18    Amendment to Lease and Guaranty  Agreements  between Access Power, Inc.
         and Maguire Land Corporation dated April 1, 2000

23.1     Consent of Kilpatrick Stockton, LLP

23.2     Consent of Parks, Tschopp, Whitcomb & Orr, dated December 14, 2000

24.1     Power of Attorney (included in Signature Page)

---------------------------
*    Certain portions of this exhibit have been omitted pursuant to the grant of
a request for confidential treatment.


                                       14
<PAGE>

                               ACCESS POWER, INC.
                          (A Development Stage Company)
                          INDEX TO FINANCIAL STATEMENTS


           FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2000


Independent Auditors' Report................................................F-2

Balance Sheets at December 31, 2000 and 1999................................F-3

Statements of Operations for the years ended
   December 31, 2000 and 1999 and the cumulative
   period from October 10, 1996
   (date of inception) through December 31, 2000............................F-4

Statements of Stockholders' Equity for the years ended
   December 31, 2000 and 1999 and the period from
   October 10, 1996 (date of inception) through
   December 31, 2000........................................................F-5

Statements of Cash Flows for the years ended
   December 31, 2000 and 1999 and the cumulative period
   from October 10, 1996 (date of inception) through
   December 31, 2000........................................................F-6

Notes to Financial Statements...............................................F-7




                                       F-1

<PAGE>

PARKS, TSCHOPP, WHITCOMB & ORR, P.A.
Certified Public Accountants
2600 Maitland Center Parkway
Suite 330
Maitland, Florida  32751


                     Independent Auditors' Report
                     ----------------------------



The Board of Directors
Access Power, Inc.:

We have  audited  the  accompanying  balance  sheets of Access  Power,  Inc.  (a
development  stage  company) as of December  31, 1999 and 2000,  and the related
statements of  operations,  stockholders'  equity,  and cash flows for the years
then ended, and the cumulative  period from October 10, 1996 (date of inception)
through December 31, 2000. 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 audit.

We conducted our audit in accordance with generally accepted auditing standards.
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  Access  Power,  Inc.  (a
development  stage company) as of December 31, 1999 and 2000, and the results of
its operations  and its cash flows for the years then ended,  and the cumulative
period from October 10, 1996 (date of inception)  through  December 31, 2000, in
conformity with generally accepted accounting principles.


/s/ Parks, Tschopp, Whitcomb & Orr, P.A.


Maitland, Florida
March 13, 2001


                                       F-2


<PAGE>

                               ACCESS POWER, INC.
                          (A Development Stage Company)

                                 BALANCE SHEETS

                           December 31, 2000 and 1999
<TABLE>
<CAPTION>
                                                    ASSETS
                                                    ------

                                                                                       2000                  1999
                                                                                    -----------           -----------
<S>                                                                                 <C>                   <C>
Current assets:
Cash                                                                                   $ 15,452             $ 213,885
    Certificate of deposit                                                              100,000                     -
    Accounts receivable                                                                  56,312               179,410
    Notes receivable, stockholders                                                      402,315               456,000
    Prepaid expenses                                                                    560,993               263,638
    Inventory                                                                                 -                21,800
                                                                                    -----------           -----------
           Total current assets                                                       1,135,072             1,134,733
                                                                                    -----------           -----------
Property and equipment, net (note 2)                                                    721,724               439,656
Other assets                                                                              8,000                12,000
                                                                                    -----------           -----------
           Total assets                                                             $ 1,864,796           $ 1,586,389

                                      LIABILITIES AND STOCKHOLDERS' EQUITY
                                      ------------------------------------

Current liabilities:
    Accounts payable and accrued expenses                                             2,154,321               683,011
    Current portion of long-term debt                                                   112,576               168,956
                                                                                    -----------           -----------
           Total current liabilities                                                  2,266,897               851,967

Long-term debt, less current portion (note 3)                                                 -               207,484
Convertible debentures (note 4)                                                         210,000               750,000
                                                                                    -----------           -----------
           Total liabilities                                                          2,476,897             1,809,451
                                                                                    -----------           -----------
Stockholders' equity:
    Common stock, $.001 par value, authorized 100,000,000 shares, issued and
        outstanding 53,089,389 and 31,248,253 shares in 2000 and 1999                    53,087                31,249
    Preferred stock, $.001 par value, authorized 10,000,000 shares, issued and
        outstanding none and 3,952 shares in 2000 and 1999                                    -                     4
    Additional paid in capital                                                        9,322,891             4,746,709
    Deficit accumulated during the development stage                                 (9,988,079)           (5,001,024)
                                                                                    -----------           -----------
                                                                                       (612,101)             (223,062)
                                                                                    -----------           -----------
Commitments (notes 3 and 4)

           Total liabilities and stockholders' equity                               $ 1,864,796           $ 1,586,389
                                                                                    -----------           -----------
</TABLE>

See accompanying notes to financial statements.



                                      F-3
<PAGE>

                               ACCESS POWER, INC.
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS

             For the years ended December 31, 2000 and 1999 and the
                cumulative period from October 10, 1996 (date of
                      inception) through December 31, 2000

<TABLE>
<CAPTION>
                                                  2000           1999       FOR THE PERIOD
                                            ------------                   OCTOBER 10, 1996
                                                                               THROUGH
                                                                           DECEMBER 31, 2000
                                                                           -----------------
<S>                                         <C>             <C>             <C>
Revenue:
    Product sales                           $       --      $      9,450    $    223,881
    Services                                     341,370         170,601         565,490
                                              ----------      ----------      ----------
        Total revenue                            341,370         180,051         789,371
                                              ----------      ----------      ----------
Costs and expenses:
    Cost of sales                                   --             2,955         164,605
    Product development and marketing          2,718,106       1,015,737       4,502,999
    General and administrative                 2,504,206       1,642,134       5,856,312
                                              ----------      ----------      ----------

        Total costs and expenses               5,222,312       2,660,826      10,523,916
                                              ----------      ----------      ----------

    Loss from operations                      (4,880,942)     (2,480,775)     (9,734,545)

Other income (expense):
    Interest income                                   82            --             2,380
    Interest expense                            (106,195)        (16,290)       (249,034)
    Loss on disposal of equipment                   --            (6,880)         (6,880)
                                              ----------      ----------      ----------

        Total other income (expense)            (106,113)        (23,170)       (253,534)

        Net loss                            $ (4,987,055)   $ (2,503,945)   $ (9,988,079)
                                              ==========      ==========      ==========

        Net loss per share                  $      (0.11)   $      (0.10)   $      (0.40)
                                              ==========      ==========      ==========

        Weighted average number of shares     46,408,006      25,174,029      25,139,875
                                              ==========      ==========      ==========
</TABLE>


See accompanying notes to financial statements.


                                      F-4
<PAGE>

                               ACCESS POWER, INC.
                          (A Development Stage Company)

                        STATEMENT OF STOCKHOLDERS' EQUITY

                 For the years ended December 31, 2000 and 1999
                  and the period from October 10, 1996 (date of
                      inception) through December 31, 2000


                                                         ACCESS POWER, INC.
                                                   (A Development Stage Company)

<TABLE>
<CAPTION>
                                                 STATEMENT OF STOCKHOLDERS' EQUITY

                        For the years ended December 31, 2000 and 1999 and the period from October 10, 1996
                                           (date of inception) through December 31, 2000


                                                                            COMMON STOCK             PREFERRED STOCK
                                                                    --------------------------    --------------------
                                                    DATE               SHARES          AMOUNT     SHARES       AMOUNT
                                                 ----------------------------------------------------------------------
<S>                                              <C>                <C>              <C>          <C>         <C>
Common stock issued to founding directors                             8,000,000         8,000        --           --
Net loss                                                                   --            --          --           --
                                                                    -----------      --------     -------      ------

Balances at December 31, 1996                                         8,000,000         8,000        --           --

Common stock issued for cash                       5/23/97              750,000           750        --           --
Common stock issued for cash                       6/30/97            1,000,000         1,000        --           --
Common stock issued for cash                       7/97 - 10/97       1,734,000         1,734        --           --
Stock issuance cost                                                        --            --          --           --
Net loss                                                                   --            --          --           --
                                                                    -----------      --------     -------      ------

Balances at December 31, 1997                                        11,484,000        11,484        --           --

Preferred stock issued for cash                    5/98                    --            --         1,000           1
Common stock issued as additional interest         2/2/98                50,000            50        --           --
Common stock issued as additional interest         2/19/98              125,000           125        --           --
Common stock issued as finder's fee                2/19/98               75,000            75        --           --
Common stock issued for services                   2/98                  25,000            25        --           --
Common stock issued for cash                       9/24/98               50,000            50        --           --
Preferred stock issued for cash                    11/98                   --            --           100         --
Common stock issued for finder's fee               11/98                 60,857            61        --           --
Preferred stock issued for cash                    12/98                   --            --            25         --
Common stock issued for investment banking fee     12/98                 30,000            30        --           --
Conversion of preferred stock to common stock      12/98                425,931           426         (75)        --
Net loss                                                                   --            --          --           --
                                                                    -----------      --------     -------      ------
Balances at December 31, 1998                                        12,325,788        12,326       1,050           1
                                                                    -----------      --------     -------      ------

Common stock issued for cash                       6/99               3,745,000         3,745        --           --
Preferred stock issued for cash                    1/99                    --            --            75         --
Common stock issued for finder's fee               1/99                  25,777            26        --           --
Common stock issued for services                   6/99               3,207,950         3,208        --           --
Common stock issued as additional interest         12/99                144,204           144        --           --
Common stock issued to retire debt                 4/99                 400,000           400        --           --
Common issued on convertible debentures            12/99              2,464,691         2,465        --           --
Common stock converted to preferred                9/99              (3,952,000)       (3,952)      3,952           4
Preferred stock converted to common stock          1/99 - 4/99       12,886,843        12,887      (1,125)         (1)
Net loss                                                                   --            --          --           --
                                                                    -----------      --------     -------      ------
Balances at December 31, 1999                                        31,248,253        31,249       3,952           4
                                                                    ===========      ========     =======      ======


Preferred stock converted to common stock          1/00               3,952,000         3,952      (3,952)          (4)
Common stock issued on exercise of warrants        1/00-2/00            600,000           600        --           --
Common stock issued for cash                       1/00-3/00            682,000           682        --           --
Common stock issued for services                   9/00-11/00           670,000           670        --           --
Common stock issued on convertible debentures      1/00-12/00        15,540,325        15,540        --           --
Common stock issued as interest                    1/00-12-00           396,811           394        --           --
Net loss                                                                   --            --          --           --
                                                                    -----------      --------     -------     --------

Balances at December 31, 2000                                        53,089,389        53,087        --           --
                                                                    ===========      ========     =======     ========
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                 STATEMENT OF STOCKHOLDERS' EQUITY

                        For the years ended December 31, 2000 and 1999 and the period from October 10, 1996
                                           (date of inception) through December 31, 2000
                                                            (continued)


                                                    ADDITIONAL                           TOTAL
                                                     PAID IN          ACCUMULATED    STOCKHOLDERS'
                                                     CAPITAL            DEFICIT          EQUITY
                                                     -------            -------          ------

<S>                                                <C>              <C>              <C>
Common stock issued to founding directors               (7,200)            --                800
Net loss                                                  --             (5,701)          (5,701)
                                                   -----------      -----------      -----------

Balances at December 31, 1996                           (7,200)          (5,701)          (4,901)

Common stock issued for cash                            35,000             --             35,750
Common stock issued for cash                           100,000             --            101,000
Common stock issued for cash                           854,573             --            856,307
Stock issuance cost                                    (75,000)            --            (75,000)
Net loss                                                  --           (426,438)        (426,438)
                                                   -----------      -----------      -----------

Balances at December 31, 1997                          907,373         (432,139)         486,718

Preferred stock issued for cash                        999,999             --          1,000,000
Common stock issued as additional interest              29,950             --             30,000
Common stock issued as additional interest              84,250             --             84,375
Common stock issued as finder's fee                     24,925             --             25,000
Common stock issued for services                        27,163             --             27,188
Common stock issued for cash                            24,950             --             25,000
Preferred stock issued for cash                        100,000             --            100,000
Common stock issued for finder's fee                    19,817             --             19,878
Preferred stock issued for cash                         25,000             --             25,000
Common stock issued for investment banking fee           9,970             --             10,000
Conversion of preferred stock to common stock             (426)            --               --
Net loss                                                  --         (2,064,940)      (2,064,940)
                                                   -----------      -----------      -----------
Balances at December 31, 1998                        2,252,971       (2,497,079)        (231,781)
                                                   -----------      -----------      -----------

Common stock issued for cash                         1,282,455             --          1,286,200
Preferred stock issued for cash                         75,000             --             75,000
Common stock issued for finder's fee                     6,418             --              6,444
Common stock issued for services                       621,831             --            625,039
Common stock issued as additional interest              19,837             --             19,981
Common stock issued to retire debt                      49,600             --             50,000
Common issued on convertible debentures                447,535             --            450,000
Common stock converted to preferred                      3,948             --               --
Preferred stock converted to common stock              (12,886)            --               --
Net loss                                                  --         (2,503,945)      (2,503,945)
                                                   -----------      -----------      -----------
Balances at December 31, 1999                        4,746,709       (5,001,024)        (223,062)
                                                   ===========      ===========      -----------


Preferred stock converted to common stock               (3,948)            --               --
Common stock issued on exercise of warrants             46,400             --             47,000
Common stock issued for cash                           146,538             --            147,220
Common stock issued for services                       165,530             --            166,200
Common stock issued on convertible debentures        4,130,560             --          4,146,100
Common stock issued as interest                         91,102             --             91,496
Net loss                                                  --         (4,987,055)      (4,987,055)
                                                   -----------      -----------      -----------

Balances at December 31, 2000                        9,322,891       (9,988,079)        (612,101)
                                                   ===========      ===========      -----------
</TABLE>


                                      F-5
<PAGE>



                               ACCESS POWER, INC.
                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS

              Forthe years ended December 31, 2000 and 1999 and the
                cumulative period from October 10, 1996 (date of
                      inception) through December 31, 2000

<TABLE>
<CAPTION>
                                                                                             FOR THE PERIOD OCTOBER
                                                                                               10, 1996 THROUGH
                                                                2000             1999          DECEMBER 31, 2000
                                                          --------------------------------------------------------
<S>                                                        <C>              <C>                  <C>
Cash flows from operating activities:
    Net loss                                               $(4,987,055)     $(2,503,945)         $(9,988,079)
    Adjustments to reconcile net loss to net cash used in
      operating activities:
        Depreciation and amortization                          261,397          204,323              814,539
        Loss on disposal of property and equipment                   -            6,880               33,341
        Stock issued for services                              166,200          631,483              994,124
        Stock issued for interest                               91,496           19,981              111,477
        Change in operating assets and liabilities:
           Accounts receivable                                  15,772         (150,265)            (163,638)
           Accounts payable and accrued expenses             1,471,310         (173,025)           2,282,074
           Other assets                                       (185,939)        (263,638)            (472,744)
           Inventory                                            21,800              (30)                   -
                                                          --------------------------------------------------------
               Net cash used in operating activities        (3,145,019)      (2,228,236)          (6,388,906)
                                                          --------------------------------------------------------
Cash flows from investing activities:
    Purchase of certificate of deposit                        (100,000)               -             (100,000)
    Proceeds from sale of property and equipment                     -           12,050               52,320
    Purchase of property and equipment                        (543,555)         (50,864)          (1,744,084)
    Note receivable, stockholders                               53,685         (425,209)            (402,315)
                                                          --------------------------------------------------------
               Net cash used in investing activities          (589,870)        (464,023)          (2,194,079)
                                                          --------------------------------------------------------
Proceeds from issuance of stock                              4,340,320        1,861,200            8,270,377
Proceeds from issuance of notes payable                      3,712,576        1,575,000            5,417,601
Principal payments on notes payable                         (4,516,440)        (563,212)          (5,089,541)
                                                          --------------------------------------------------------
               Net cash provided by financing activities     3,536,456        2,872,988            8,598,437
                                                          --------------------------------------------------------
               Net change in cash                             (198,433)         180,729               15,452
Cash, at beginning of period                                   213,885           33,156                    -
                                                          --------------------------------------------------------
Cash at end of period                                          $15,452         $213,885              $15,452
                                                          ========================================================
</TABLE>

See accompanying notes to financial statements.



                                      F-6
<PAGE>



                               ACCESS POWER, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2000


(1)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---      ------------------------------------------

         (a)      NATURE OF DEVELOPMENT STAGE OPERATIONS
                  --------------------------------------

         Access  Power,  Inc.,  (API or the  Company)  was formed on October 10,
         1996.  The Company  offers  Internet  Telephony (IT) which will provide
         advanced  computer  telephony  solutions to the global  consumer market
         place, with an emphasis on marketing to consumers.

         Operations  of  the  Company   through  the  date  of  these  financial
         statements  have been  devoted  primarily  to product  development  and
         marketing, raising capital, and administrative activities.

         (b)      PROPERTY AND EQUIPMENT

         Property and  equipment are recorded at cost and  depreciated  over the
         estimated  useful  lives of the assets  which  range from three to five
         years, using the straight-line method.

         (c)      INTANGIBLE ASSETS

         Organization  costs are  amortized  over a five-year  period  using the
         straight-line   method  and  are   included  in  other  assets  in  the
         accompanying balance sheet.

         (d)      INCOME TAXES

         Deferred tax assets and  liabilities  are recognized for the future tax
         consequences   attributable  to  temporary   differences   between  the
         financial statement carrying amounts of existing assets and liabilities
         and  their  respective  tax  bases and  operating  loss and tax  credit
         carryforwards.  Deferred tax assets and  liabilities are measured using
         enacted tax rates  expected to apply to taxable  income in the years in
         which those  temporary  differences  are  expected to be  recovered  or
         settled.  Changes  in tax  rates  are  recognized  in the  period  that
         includes the enactment date.

         Development  stage  operations  for the period ended  December 31, 2000
         resulted  in a net  operating  loss.  It is  uncertain  whether any tax
         benefit  of net  operating  loss will be  realized  in future  periods.
         Accordingly,  no  income  tax  provision  has  been  recognized  in the
         accompanying  financial  statements.  At December 31, 2000, the Company
         has net operating loss carryforwards of approximately  $9,988,000 which
         will expire in years beginning in 2011. A valuation  allowance equal to
         the tax benefit of the net operating loss has been  established,  since
         it is uncertain that future taxable income will be realized  during the
         carryforward  period.  Accordingly,  no income tax  provision  has been
         recognized in the accompanying financial statements



                                      F-7
<PAGE>

                               ACCESS POWER, INC.

                          (A Development Stage Company)


                          NOTES TO FINANCIAL STATEMENTS


                                December 31, 2000


         (e)      FINANCIAL  INSTRUMENTS  FAIR VALUE,  CONCENTRATION OF BUSINESS
                  AND CREDIT RISKS
                  --------------------------------------------------------------

         The carrying  amount  reported in the balance sheet for cash,  accounts
         and  notes   receivable,   accounts   payable  and   accrued   expenses
         approximates fair value because of the immediate or short-term maturity
         of these  financial  instruments.  The carrying  amount reported in the
         accompanying  balance sheet for notes payable  approximates  fair value
         because  the actual  interest  rates do not  significantly  differ from
         current rates  offered for  instruments  with similar  characteristics.
         Financial  instruments,   which  potentially  subject  the  Company  to
         concentrations  of credit  risk,  consist  principally  of accounts and
         notes receivable which amounts to approximately  $539,000.  The Company
         performs  periodic  credit  evaluations  of  its  trade  customers  and
         generally does not require  collateral.  The notes  receivable  consist
         primarily  of amounts  due from  employees  from the  exercise of stock
         options. The notes are due no later than May 1, 2001. Currently, all of
         the  Company's  hardware and software is purchased  from one  supplier,
         however,  management  believes  there  are other  alternatives  to this
         supplier.

         (f)      USE OF ESTIMATES

         Management of the Company has made certain  estimates  and  assumptions
         relating to the reporting of assets and  liabilities and the disclosure
         of  contingent  assets  and  liabilities  to  prepare  these  financial
         statements in conformity with generally accepted accounting principles.
         Actual results could differ from those estimates.

         (g)      CASH FLOWS

         For purposes of cash flows,  the Company  considers  all highly  liquid
         debt instruments with original maturities of three months or less to be
         cash equivalents.


         (h)      PREPAID OFFERING COSTS

         Prepaid offering costs represent direct costs and expenses  incurred in
         connection  with the offering of  securities.  Upon  completion  of the
         offering,  such  amounts  are  offset  against  the  proceeds  from the
         offering,  in the  event  of an  offering  of  equity  securities,  and
         capitalized  and amortized using the interest method in the event of an
         offering of debt securities.

         (i)      REVENUE RECOGNITION

         The principal sources of revenues are expected to be internet telephone
         charges which will be recognized as incurred.  The Company is presently
         operating in this one business segment and only in the United States.


                                      F-8
<PAGE>



                               ACCESS POWER, INC.

                          (A Development Stage Company)


                          NOTES TO FINANCIAL STATEMENTS


                                December 31, 2000


         (j)      LOSS PER COMMON SHARE

         Earnings  per common share have been  computed  based upon the weighted
         average number of common shares outstanding during the years presented.
         Common  stock  equivalents  resulting  from the  issuance  of the stock
         options have not been  included in the per share  calculations  because
         such inclusion would be anti-dilutive.

         (k)      SOFTWARE AND DEVELOPMENT COSTS

         The Company  capitalizes  purchased software which is ready for service
         and software  development  costs  incurred from the time  technological
         feasibility of the software is established  until the software is ready
         for use to provide  services to  customers.  Research  and  development
         costs and other computer software maintenance costs related to software
         development are expensed as incurred.

         The  carrying  value of software and  development  costs that have been
         capitalized  is  regularly  reviewed  by the  Company,  and a  loss  is
         recognized  when the net realizable  value falls below the  unamortized
         cost.

         (l)      STOCK-BASED COMPENSATION

         During 1997,  the Company  adopted  Statement  of Financial  Accounting
         Standards ("SFAS") No. 123, "Accounting for Stock-Based  Compensation".
         This  pronouncement  establishes  financial  accounting  and  reporting
         standards for  stock-based  compensation.  It encourages,  but does not
         require,  companies  to  recognize  compensation  expense for grants of
         stock, stock options and other equity instruments to employees based on
         new fair  value  accounting  rules.  Such  treatment  is  required  for
         non-employee  stock-based  compensation.  The  Company  has  chosen  to
         continue to account for  employee  stock-based  compensation  using the
         intrinsic  value  method  prescribed  in  Accounting  Principles  Board
         Opinion No.25, "Accounting for Stock Issued to Employees". Accordingly,
         compensation expense for employee stock options or warrants is measured
         as the  difference  between the quoted  market  price of the  Company's
         stock at the date of grant  and the  amount  the  employee  must pay to
         require the stock.  SFAS 123  requires  companies  electing to continue
         using the intrinsic value method to make certain pro forma  disclosures
         (see Note 6).




                                      F-9
<PAGE>



                               ACCESS POWER, INC.

                          (A Development Stage Company)


                          NOTES TO FINANCIAL STATEMENTS


                                December 31, 2000


(2)      PROPERTY AND EQUIPMENT
         ----------------------

         Property and equipment consist of the following at December 31:


<TABLE>
<CAPTION>
                                                                       2000          1999
                                                                     ------------  ------------
<S>                                                                   <C>            <C>
             Office furniture and equipment                           $  101,667      $ 59,908
             Computer hardware                                           861,821       485,007
             Computer software                                           403,257       278,769
                                                                     ------------  ------------
                                                                       1,366,745       823,684
                Less accumulated depreciation and amortization           645,021       384,028
                                                                     ------------  ------------

                                                                      $  721,724     $ 439,656
                                                                     ============  ============
</TABLE>

(3)      NOTES PAYABLE
         -------------

         Notes payable consist of the following at December 31,:

<TABLE>
<CAPTION>
                                                                                            2000           1999
                                                                                        -------------  -------------
<S>                                                                                        <C>            <C>

        Promissory notes to stockholders  bearing interest at 6% - 8% payable on
        demand.  Unsecured.                                                                $ 112,576       $ 26,440

        Note  payable  to vendor  bearing  interest  at 10%,  payable in monthly
        installments of $18,236 through December,  2001. Note is a result of the
        settlement  of litigation in which the vendor agreed to reduce the price
        of purchased computer hardware by
        approximately $636,000.                                                                 -           350,000
                                                                                        -------------  -------------
                                                                                             112,576        376,440
                    Less current portion                                                     112,576        168,956
                                                                                        -------------  -------------
                    Long-term debt, less current portion                                       -          $ 207,484
                                                                                        =============  =============
</TABLE>

(4)      6% CONVERTIBLE DEBENTURE
         -----------------------

         $1,000,000,  $200,000, and $800,000 6% Convertible Debentures were sold
         on  September  30,  1999,  December  30,  1999,  and January 18,  2000,
         respectively.  They are convertible  into common stock by dividing each
         $100,000  debenture  by the  lower of 75% of the  average  of the three
         lowest  closing bid prices during the preceding 22 trading days or 110%
         of such average price on September 30, 1999 ($0.42), subject to certain
         adjustments.  $2,500,000,  $100,000,  $100,000, $100,000 6% Convertible
         Debentures  were sold on February  29, 2000,  August 14,  August 30 and
         September  15, 2000,  respectively.  They are  convertible  into common
         stock by dividing  each  $100,000  debenture by the lower of 80% of the
         average of the three lowest  closing bid prices during the preceding 22
         trading  days or 110%  of such  average  price  on  February  28,  2000
         ($2.20),  subject to certain  adjustments.  As of  December  31,  2000,
         $4,590,000  of the  Convertible  Debentures  had  been  converted  into
         18,005,016  common  shares  including  shares  converted   representing
         accrued interest to the conversion dates.


                                      F-10
<PAGE>
                               ACCESS POWER, INC.

                          (A Development Stage Company)


                          NOTES TO FINANCIAL STATEMENTS


                                December 31, 2000


(5)      COMMITMENTS
         -----------

         The Company leases its office space under a  non-cancellable  operating
lease with a remaining  term of one year.  Future  minimum  payments  under this
lease are as follows:


                   Year                            Amount
                   ----                            ------
                   2001                           $ 61,700
                   2002                           $ 43,300


         Rent expense for the years ended December 31, 2000 and 1999 amounted to
$53,064 and $48,982, respectively.

(6)      STOCK OPTIONS
         -------------

         In 1997, the Company  established  an incentive  stock option plan (the
Plan) to provide an  incentive  to key  employees  of the  Company  who are in a
position to  contribute  materially  to expanding  and  improving  the Company's
profits, to aid in attracting and retaining employees of outstanding ability and
to encourage  ownership of shares by  employees.  The Plan was amended in March,
1998 to increase the number of shares  available  for issuance  thereunder  from
1,000,000 to 2,500,000  shares.  Total options granted through December 31, 2000
amounted to 2,100,500 at an average price of $.33. There were no incentive stock
options granted during 2000.

         The Plan is designed to serve as an incentive for  retaining  qualified
and  competent  employees.  The  Company's  Board of  Directors,  or a committee
thereof,  administers  and  interprets  the  Plan  and  is  authorized,  in  its
discretion,  to  grant  options  thereunder  to all  eligible  employees  of the
Company,  including  officers and  directors  (whether or not  employees) of the
Company. The per share exercise price of options granted under the Plan will not
be less than the fair  market  value of the  common  stock on the date of grant.
Options  granted under the Plan will be exercisable  after the period or periods
specified  in the  option  agreement.  The Board  may,  in its sole  discretion,
accelerate the date on which any option may be exercised.  Options granted under
the Plan are not exercisable  after the expiration of ten years from the date of
grant and are  nontransferable  other than by will or by the laws of descent and
distribution.  The Company recognizes  compensation  expense for options granted
under the Plans based on the  difference  between the quoted market price of the
Company's  stock at the date of grant and the  amount the  employee  must pay to


                                      F-11
<PAGE>

                               ACCESS POWER, INC.

                          (A Development Stage Company)


                          NOTES TO FINANCIAL STATEMENTS


                                December 31, 2000

(6)      STOCK OPTIONS (Continued)
         -------------

acquire the stock. No  compensation  cost has been recognized for employee stock
options which had been granted to date. Had compensation cost for the Plans been
determined  based on the fair value at the date of grant for awards  under those
Plans, consistent with the method prescribed by SFAS 123, the Company's net loss
and net loss per share  would  have  been  increased  to the pro  forma  amounts
indicated below:

<TABLE>
<CAPTION>
                                                                                               For the period
                                                                                              October 10, 1996
                                                 Year ended             Year ended                through
                                                December 31,           December 31,             December 31,
                                                    2000                   1999                    2000
                                            ------------------      ------------------      --------------------
<S>                                            <C>                     <C>                     <C>  <C>
        Pro forma net loss:
        As reported                            $ (4,987,055)           $ (2,503,945)           $ (  9,988,079)
        Pro forma                                (4,987,055)             (2,558,934)              (10,110,840)
        Pro forma net loss per share
        As reported                                   (0.11)                  (0.10)                    (0.40)
        Pro forma                                     (0.11)                  (0.10)                    (0.40)
</TABLE>

         The fair value of each option  granted  under the Plans is estimated on
the  date of  grant  using  the  Black-Scholes  option-pricing  model  with  the
following  weighted  average  assumptions  used for grants in 1999 and 1998:  no
dividend yield;  expected  volatility of the underlying stock of 90%,  risk-free
interest  rate of 4.98% and 5.27%,  respectively,  covering  the related  option
period;  and  expected  lives of the  options of 10 years  based on the  related
option period.



                                      F-12
<PAGE>


                               ACCESS POWER, INC.

                          (A Development Stage Company)


                          NOTES TO FINANCIAL STATEMENTS


                                December 31, 2000


(7)      SELECTED FINANCIAL DATA (UNAUDITED)

         The following is a summary of the quarterly  results of operations  for
the years ended December 31, 2000 and 1999, respectively:

<TABLE>
<CAPTION>
                                               QUARTER        QUARTER           QUARTER           QUARTER             YEAR
                                                ENDED          ENDED             ENDED             ENDED              ENDED
                                              MARCH 31,       JUNE 30,        SEPTEMBER 30,      DECEMBER 31,      DECEMBER 31,
                                              ---------       --------        -------------      ------------      ------------
<S>                                           <C>              <C>              <C>               <C>               <C>
2000
----

Net revenues                                   $ 145,611          108,556           66,709            20,494           341,370
Gross profit                                     145,611          108,556           66,709            20,494           341,370
Net earnings from operations                  (1,150,839)      (1,154,414)      (1,227,805)       (1,347,884)       (4,880,942)
Basic and fully diluted
   earnings per share                              (0.04)           (0.03)           (0.03)            (0.03)            (0.11)
Weighted-average number of
   shares issued and outstanding              31,688,258       39,189,807       43,971,501        50,292,651        46,408,006

1999
----
Revenues                                         $14,550           13,250           51,649           100,602           180,051
Gross profit                                      12,495           12,665           51,334           100,602           177,096
Net earnings from operations                    (476,138)        (690,578)        (545,969)         (768,090)       (2,480,775)
Basic and fully diluted
   earnings per share                              (0.03)           (0.03)           (0.02)            (0.02)            (0.10)
Weighted-average number of
   shares issued and outstanding              16,979,668       25,825,159       31,386,691        28,639,358        25,174,029
</TABLE>


                                      F-13
<PAGE>


                                   SIGNATURES


     In  accordance  with Section 13 or 15(d) of the  Exchange  Act, the Company
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized on April 3, 2001.

                                       ACCESS POWER, INC.


                                       By:  *
                                          -------------------------------------
                                       Glenn A. Smith, Chief Executive Officer



     Signature                     Position
     ---------                     --------

  *                                President and Chief
----------------------------       Executive Officer and Director
Glenn A. Smith                     (principal executive officer)

  /s/ Howard Kaskel
----------------------------       Chief Financial Officer
Howard Kaskel                      (principal financial and accounting officer)


  *                                Director
----------------------------
Tod R. Smith


  /s/ Maurice J. Matovich          Director
----------------------------
Maurice J. Matovich


*By: /s/ Maurice J. Matovich
    ------------------------------
    Maurice J. Matovich
    Attorney-in-Fact



<PAGE>


                                  EXHIBIT INDEX


Exhibit No.      Description
-----------      -----------

10.18            Amendment to Lease and Guaranty Agreements between Access Power
                 Inc. and Maguire Land Corporation dated April 1, 2000.