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

                          /X/ Annual Report Pursuant to
                           Section 13 or 15(d) of The
                           Securities Exchange Act of
                                      1934
                   For the Fiscal Year Ended December 31, 1999

            / / 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.  $180,051

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 13,  2000  there  were  34,703,097  shares  of  Common  Stock
outstanding  held by  non-affiliates  of the issuer,  with an aggregate value of
$68,295,659 (based upon a value of $1.968 per share, the average of the high and
low bid price of the Common Stock on March 13, 2000


         At March 13, 2000, there were issued and outstanding 38,544,329
                             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. Our
technology offers users new and less expensive ways to communicate long distance
over the Internet  without  dependence on  traditional  long distance  telephone
lines. Calls can be made to regular telephones or personal computers from either
a PC or a regular  telephone.  Calls from a PC to a telephone  can be originated
from  anywhere in the world over the  Internet to one of our  servers,  and then
through  traditional  telephone  lines to a regular  telephone  anywhere  in the
United States, Canada, Puerto Rico, the United Kingdom,  France, Germany, Italy,
Spain,  Belgium,  Denmark,  Switzerland,  the Netherlands,  Sweden,  Ireland and
Luxembourg.  Telephone-to-telephone calls may be originated from anywhere in the
United  States and terminate  anywhere in North  America,  Puerto Rico,  Brazil,
Chile,  Columbia,  Venezuela,  Costa Rica,  Aruba,  the Bahamas,  the  Dominican
Republic,  United Kingdom, Bermuda, British Virgin Islands, Cayman Islands, U.S.
Virgin  Islands,  twenty-seven  European  countries,  and thirteen  countries in
Africa, Asia, and the Middle East. See "Management's Discussion and Analysis".

INDUSTRY BACKGROUND

         Historically,  long  distance  telephone  services  have  been  offered
through public  switched  telephone  networks  utilizing  traditional  telephone
lines, a well-established  and generally good quality service.  In recent years,
however, the Internet's developing  technology,  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,  which has  developed a less  expensive  and more  workable
method of telecommunication  over the Internet.  This alternative to traditional
telephone  communication was developed from applications introduced in the early
1990s  allowing  standard  commercial  transmission  of voice  and  audio  using
Internet protocols.  This technology enables multi-media personal computer users
to converse over the Internet.  Companies that offer Internet telephony services
and products are generally  referred to as Internet telephony service providers.
The global  marketplace is quickly  becoming  familiar with the Internet and its
value  as a  communications  mechanism.  Service  providers  are  expanding  the
Internet and users are demanding enhanced services  including voice,  audio, and
video transmissions.  Companies have invested millions of dollars to develop new
and   enhanced   applications   to  improve  the   service   quality  and  lower
implementation costs.

         The Internet protocol  telephony  technology is superior to traditional
long  distance  telephone  services in several  ways.  First,  voice and message
traffic  through  traditional  telephone  systems is subject to tariffs,  making
traditional  telecommunication  more expensive than Internet telephony.  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.

                                       1
<PAGE>

         Voice-over-Internet  protocol  service is a significant  development in
the growing Internet  industry.  New applications 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  mechanisms.  They will allow companies to
act faster and close the gap between themselves and their customers,  employees,
and vendors.

THE ACCESS POWER SOLUTION

         We are developing our Internet-based  telephony  network,  Access Power
Advanced Communications(TM),and service,  Net.Caller(TM),  to provide a domestic
and  international  communications  network that allows customers to place calls
through the  Internet  using  traditional  terminal  equipment  and PCs.  Unlike
traditional  long-distance  telephone systems that use switch based systems,  we
use the Internet as the backbone to complete the long distance connection.  This
eliminates   the  fees   associated   with  long  distance   carriers,   because
Internet-based communication is not subject to tariffs. Our service allows users
to place long  distance  calls from their PC to an enabled PC for free,  or from
their PC to a regular  telephone at a significantly  lower cost than traditional
long  distance  services.  Advanced  Communications  network  customers can take
advantage  of the cost  savings  associated  with the  Internet-based  telephony
service  even  without a PC by  placing a  regular  telephone-to-telephone  call
through our network of gateway servers.

         In addition to the cost savings associated with Internet telephony, our
customers  have  the  ability  to use  services  that  are  not  available  from
traditional   public  switched   telephone   networks.   Such  services  include
voice-enabled  websites,  interactive document and data sharing, and multi-media
data  transmissions,  including  video  capability.  Accordingly,  regional  and
multinational  corporations can use a single network to integrate voice and data
transmissions,   thus  realizing  low  cost  interoffice  communication  through
Internet protocol telephony.

         We are  committed  to  establishing  a  worldwide  network  to  provide
alternative  long  distance  service and new Internet  protocol  telephony-based
services.  Our  gateway  servers,  which are  deployed at  strategic  geographic
locations,  will  serve  as a  bridge  for  communications  traffic  to or  from
customers in those geographic  locations  between the public switched  telephone
network and the Internet. The gateway server converts voice transmission to data
packets,  using less  bandwidth and  eliminating  separate  voice network costs.
Communications  traffic  from or to  standard  telephone  equipment  (such as in
phone-to-phone  and PC-to-phone  calling) involves local telephone pathways and,
for  those  destinations  not  currently  served  by  a  local  gateway  server,
traditional  long distance lines (usually  through a wholesale  arrangement)  at
each end with the Internet as the pathway in between.

PRODUCTS AND SERVICES

         Our   voice-over-Internet   protocol  network,  Access  Power  Advanced
Communications(TM),  integrates  traditional  telephone  functions with advanced
Internet-based   communications  technology.   This  service  enables  users  to
communicate over the Internet from a PC to a regular telephone or from a regular
telephone to another  regular  telephone  with a significant  reduction in costs
over that of 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,  Canada,
Puerto    Rico   and   twelve    pan-European    countries.    At   this   time,
telephone-to-telephone  calls may be  originated  from  anywhere  in the  United
States and can be  terminated  anywhere in North  America and over fifty foreign
countries.

                                       2
<PAGE>

         To  complement  our service,  we offer our  customers  two  third-party
software products:  Internet Phone for Access Power and  Net.Caller(TM).  Either
software package will enable customers to complete long distance  communications
using PCs that are multi-media  configured,  with a microphone and sound system.
The Internet  Phone for Access Power is a  multi-featured  software  package and
Net.Caller(TM)  is a more basic calling  utility that can be downloaded  free of
charge from our web site.

Phone-to-Phone

         We offer long distance  service from anywhere in the United States to a
regular  telephone  anywhere  in North  America  and over 50 foreign  countries.
Customers  can  register  for the service on our web site or call our office and
provide  the  required  credit  information,  after  which  they are  assigned a
password.  To use the service from within one of our service areas, the customer
simply  dials the gateway  from a telephone  (a local call  number),  enters the
password,  and then dials the long distance  number in the usual way.  Customers
are not  required to own  computer  equipment of any kind nor do they need their
own Internet access to use our Phone-to-Phone  service.  Billing is performed at
the  beginning of each month by charging the  customer's  credit card. We charge
our  Net.Caller  Phone-to-Phone  customers  a flat rate of $49.00  per month for
unlimited usage for calls made to anywhere in the continental United States. Our
customers pay a per-minute fee for calls made to other areas.

Personal Computer-to-Phone

         Access Power's PC-to-phone service offers customers the ability to call
a regular  telephone  utilizing  software  installed on their multi-media PC. To
initiate the service,  a customer registers on our web site and downloads either
Net.Caller or Internet Phone for Access Power software.

         Net.Caller(TM)

         Net.Caller  software is a product that has been developed as a modified
or simpler version of Internet Phone by VocalTec  Communications Ltd., the owner
and  developer of both software  programs.  It is designed for our customers who
only need the basic PC-to-phone use.  Net.Caller  software is free of charge and
can be  downloaded  from our web site from  anywhere  in the  world.  Net.Caller
customers  pay a flat rate of $10 per month for  unlimited  calls to the  United
States,  Canada  and Puerto  Rico or a flat rate of $20 per month for  unlimited
calls to the United States,  Canada,  Puerto Rico and twelve European countries,
Customers  submit  an  order  form  to  us  including  payment  or  credit  card
information  for  billing.  When the  order is  processed,  we  e-mail or mail a
confirmation  letter  including  activation codes for the customer to enter into
the Net.Caller software that they downloaded from our web site.

                                       3
<PAGE>

         Internet Phone for Access Power

         The  Internet  Phone for  Access  Power  functions  like a  traditional
telephone, but uses software as the dialing mechanism. The software installation
is simple and  enables  users to engage in long  distance  voice  communications
between  multi-media PCs anywhere in the world. The only cost to the user is the
cost of the  software  plus  the  user's  standard  Internet  access  fee.  More
importantly,  the software  also enables  users to place calls from their PCs to
any regular telephone.

         The software is simple to use. The  customer  dials his local  Internet
service  provider and, upon connecting to the Internet,  the software will cause
an icon to  appear  on the  monitor.  The user may  double  click on the icon to
proceed to join  PC-to-PC  community  chat rooms,  create  private  rooms,  dial
directly  to  another  PC,  or  call a  regular  telephone  using  the  Advanced
Communications  network.  There are currently no access or tariff  charges other
than the monthly charge from the user's Internet service provider.

         The Internet Phone for Access Power has the following features:

         o        allows  customers  to  communicate  with users of  traditional
                  telephone   equipment  through  the  Advanced   Communications
                  network;

         o        call waiting, muting, holding, identification,  and screening;

         o        full-duplex   capabilities  that  enable  real-time,   two-way
                  conversations with Internet Phone users worldwide;

         o        voice mail;

         o        conference calling;

         o        direct  calling  allows the option of bypassing  chat rooms to
                  speak directly with an individual; and

         o        live  motion  video (no  additional  hardware  is  required to
                  receive video).

E-BUTTON(TM)

         The e-button software is a third-party  browser plug-in that is quickly
and automatically  downloaded and installed upon the first attempt to use it. It
provides  tremendous   electronic  commerce  benefits  to  any  company  with  a
traditional  call-center.  This technology  allows consumers viewing a company's
web site by clicking on an icon to instantly dial up a designated representative
of that company, usually someone providing sales or support services.

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 expansion of our international  Internet
protocol telephony network through joint venture partnerships and other business
relationships  in the targeted  regions;  the  leveraging of the network and its
inherent  low  operating   costs  to  provide   discount  retail  and  wholesale
international  calling  services;  the exploitation of new technology  including
Net.Caller 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.

                                       4
<PAGE>

Net.Caller

         In April of 1999, we introduced  our Net.Caller  PC-to-Phone  telephony
service.  Customers  can use the  Internet  Phone  for  Access  Power  software,
VocalTec's Internet Phone 5 software, or our free Net.Caller software to utilize
the  Net.Caller  service.  Customers  need a multi media  personal  computer and
Internet connection to use the service. Customers from anywhere in the world can
place calls to a regular telephone in the United States,  Canada or Puerto Rico.
Customers pay $10.00 per month for unlimited usage.  Customers pay $20 per month
for unlimited usage to call the United States,  Canada,  Puerto Rico, the United
Kingdom,  France,  Germany,  Italy, Spain, Belgium,  Denmark,  Switzerland,  the
Netherlands, Sweden, Ireland and Luxembourg.

         On  September 1, 1999,  we began  selling a flat-rate  unlimited  usage
telephone-to-telephone  service  under the name  Net.Caller(TM)  Phone-to-Phone.
Net.Caller  Phone-to-Phone  customers  place calls using  traditional  telephony
equipment. Calls may be placed from anywhere in the United States to anywhere in
the  continental  United States.  Calls made to areas outside of the continental
U.S. are billed on a per minute usage basis.

         The Net.Caller  service is primarily  being marketed from our web site.
We are also  enacting  an  aggregated  marketing  strategy by  providing  banner
advertisements  to other web sites  through the  Net.Caller  Affiliate  Program.
Companies  with web sites join the  program,  and we provide  them with a banner
advertisement  exposing  the  Net.Caller  service to people who are  viewing the
particular  web site.  When the person viewing the  advertisement  clicks on the
banner,  they are provided with information about the service and an opportunity
to order it. When  Access  Power  acquires a customer as a direct  result of the
affiliate  web site  banner  advertisement,  the  Company  pays the  affiliate a
commission.

Expand Net.Caller Service to International Markets

         We have  entered  into an agreement  with  Lycos-Bertelsmann  GmbH that
designates us as a premier partner of Lycos.  Lycos-Bertlesmann is promoting the
sale of  Net.Caller  to it's  Pan-European  customer  base through the strategic
placement of banner ads, promotional  buttons,  text links, and other hyperlinks
on highly active Lycos web pages.

Leverage the Low Operating Costs of Our Network

         Internet  protocol  telephony calls are treated as data  communications
and are not subject to expensive access fees like standard  long-distance calls.
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  will
enable us to offer  international  calling at  reduced  costs to  customers.  We
anticipate  that joint  ventures and other business  relationships  we intend to
create  overseas  will  focus on  marketing  and  selling  our  services  in the
international market.

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

                                       5
<PAGE>

         The cost structure of our Internet  telephony network also allows us to
offer  wholesale  rates at prices below standard  telephony  carriers.  Targeted
clients of our wholesale carrier services are web-based  communications  portals
and international  telephone companies wishing to expand their service offerings
to their  customer  base.  We believe we are  well-positioned  to offer low cost
carrier services to such providers.

Exploit Net.Caller and the e-button

         We offer  PC-to-Phone  service  whereby calls can be originated  from a
multi-media  PC from anywhere in the world and  terminate in the United  States,
Canada,  Puerto Rico or any of twelve western European  countries.  We intend to
extend  the areas to which  customers  using the  Net.Caller  service  can place
calls.

         Our strategy includes re-selling certain  third-party  software that we
market to our customers  under the  "e-button"  mark. We believe this product is
the best of its kind available in the marketplace today. Its small size makes it
quick to download, and the software installs automatically.

CUSTOMER SERVICE

         We believe  customer  service  is one of our  greatest  strengths.  Our
customer service organization's leadership team consists of proven professionals
who have  managed  customer  care for  demanding  companies.  Our  sophisticated
database and account tracking allows true "one-to-one"  service  fulfillment and
customer communication.

         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 web
site, allowing customers to access individual usage details and frequently asked
questions and answers.  The  representative  and the customer may jointly access
our home  page for  information  on topics of  interest.  Additionally,  we have
contracted with VocalTec to provide technical support for the Internet Phone for
Access Power.

         We have  simplified the  traditional  telephone  billing  process.  Our
customers  are  primarily  charged a flat  rate for  unlimited  usage.  Itemized
billing or usage  statements  are available to customers  via our web site,  and
written invoices are available upon request.

COMPETITION

         We have nearly three years of experience  building and  fine-tuning one
of the first Internet protocol telephony networks in the United States.  Because
of our experience,  we believe that we have the ability to deploy our technology
at a faster rate and with less missteps than other Internet telephony companies.
We  have  basic  billing   capabilities   in  place  and  are  developing   more
sophisticated  billing  capabilities to accommodate the more complex  commercial
transactions in which we intend to engage. We have network  management tools and
a secure web site capable of taking new account orders in real-time.

                                       6
<PAGE>

         We believe our competitive  strength lies in being first to market with
Internet  protocol  telephony  services.  We also  believe we are likely to move
faster  than a  giant  telephone  company.  We  believe  that  our  status  as a
developmental  company with low overhead  allows us to offer highly  competitive
prices to consumers,  such as the Net.Caller PC-to-Phone service cost of $10 per
month for unlimited usage. To fully develop the market and establish momentum to
capture market share,  we have to  aggressively  build our customer base now. We
must  expand our  network so that it can handle  higher  volumes of traffic  and
reduce dependency on traditional long distance telephone lines to complete calls
to  protect  margins.  To grow our  customer  base,  we  believe we also need to
further develop our customer acquisition programs,  such as the arrangement that
the Lycos-Bertelsmann agreement provides.

         We face direct competition, such as other companies that offer Internet
protocol telephony services,  and indirect  competition,  such as companies that
offer traditional or other alternative long distance telephony services.

         Most companies  currently offering Internet protocol telephony to their
customers  are either small  start-up  companies or Internet  service  providers
looking for enhanced services  primarily designed to maximize customer retention
in support of their core business.

         We believe that the most developed Internet telephony service providers
in today's  market  are  Net2Phone,  Inc.  (www.net2phone.com)  and Delta  Three
(www.deltathree.com).  Net2Phone  and Delta Three were spawned from  established
long distance  companies who were committed to Internet protocol telephony as an
important element of their future business.  Both companies seem to rely heavily
on their ties to the  traditional  long  distance  business to make the personal
computer-to-phone market viable.

         Additional direct competitors include ICG Communications,  IPVoice.com,
iBasis,  and ITXC. All of these companies route voice traffic worldwide over the
Internet.

SALES AND MARKETING

         Our  market  includes   residential  and  business  users  of  advanced
communications  products  and  services.  The services  include  phone-to-phone,
PC-to-phone,  and PC-to-PC  communications.  Access Power's  current pricing for
service  is  very   competitive  and  we  are  poised  to  balance  new  product
introductions with consumer demands and expectations.

         The primary  target  market for these  products  and  services  are the
millions  of  consumers   and  business   owners,   from  small   businesses  to
corporations,  using the Internet.  Currently  the sales  initiative is directed
toward Net.Caller PC-to-Phone service customers.  Our marketing efforts focus on
aggregating a strong  community of affiliates  who display one of the Net.Caller
banner ads on their web site soliciting the viewer to order  Net.Caller.  We pay
the  affiliate a commission  based on customers  who order  Net.Caller  from the
affiliate's web site.

                                       7
<PAGE>

         The extent to which we are able to offer low communication transmission
rates affords us the  opportunity  to enter the  wholesale  arena as well as the
retail market.  By building  partnerships  and affiliations  with  international
resident  partners,  we will be able to control our own network while benefiting
from the regional awareness and marketing of our partners.

         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. The broader ancillary target for the phone-to-phone service is traditional
telephone users.

         e-button  is  marketed  to  businesses  that  have a web  site and call
center.  According to Yahoo!,  as of October 27,  1999,  there were over 518,000
business-oriented  webpages worldwide. Many 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 product.

ELECTRONIC COMMERCE (E-COMMERCE) AND INTERNET TELEPHONY

         One of the key indicators for our growth may be the  development of the
Internet and  electronic  commerce.  The Internet has grown at a rapid pace over
the last several years, and we believe  commercial  transactions on the Internet
have steadily  increased over that time period.  According to International Data
Corporation,  Internet  users  purchased  over $50 billion worth of products and
services during 1998. ActivMedia estimates that the amount of Internet-generated
revenue will increase to approximately $1.2 trillion in 2002.

         e-button  will create new options for the way  Internet  users  conduct
commerce by providing less costly,  more sophisticated  communications  support.
According  to Nua Ltd.,  twenty-four  percent of American  companies  sold their
goods and services on-line in 1998, and that statistic is projected to more than
double to fifty-six percent during 1999. The Association of National Advertisers
says that as of mid-1999,  forty-four  percent of United States  companies  were
selling on-line. We have established a web site for our own electronic commerce.
Customers simply provide credit card information to order products and services.

         Using the World Wide Web maximizes our ability to sell our products and
services twenty-four hours a day, 365 days a year, while minimizing the need for
direct sales  contact.  Currently,  our  customers  come to our web site through
Internet  search  engines and Internet  hyperlinks.  Transactions  transpire and
payment is procured  on-line,  reducing the ultimate cost of the sale.  With the
web site as our storefront, our overall sales expenses are decreased.

         According to a February 1999 Piper Jaffray report, revenue estimates in
the services segment of the Internet telephony industry were $119 million during
1998 and are expected to be $8.6 billion in 2003,  a  compounded  annual  growth
rate of 168% between 1997 and 2003.

END USER MARKET

         The personal  computer user is generally  higher than average in income
and education,  younger,  and considered  "independent" and a "trendsetter." The
most sought-after segment in this group is the "digital citizen"; that is, those
"super  connected" with a PC, Internet  access,  and at least one other personal
telecommunications  device (e.g., pager,  cellular telephone,  laptop, etc.). We
believe, based on our research,  that this is a group committed to communicating
on the Internet.  A Nielson  NetRatings  report states that during June of 1999,
the United States home Internet  audience  totaled 105.3 million,  and Mediamark
Research Inc. indicates that 64 million United States adults are regular (once a
month) Internet users. The United States  Department of Commerce reports that 80
million  Americans  and  200  million  people  worldwide  are  connected  to the
Internet.  The  International  Data  Corporation and Gartner Group reported that
second  quarter  of 1999  global PC sales  grew over the same  period in 1998 by
approximately twenty-seven percent to more than 25 million units.

                                       8
<PAGE>

The Small Office/Home Office Market

         We believe the small office and home office market segment accounts for
a  significant  portion of new  company  formations.  We also  believe  that the
evolution  of "work  life" will  continue  to expand  the small  office and home
office  market as  corporations  attempt to reduce  operating  costs and improve
productivity with telecommuting and "virtual  offices." We feel  self-employment
will  continue  to  grow  as a  result  of  downsizing  and  outsourcing  and as
individuals  become less  dependent on  traditional  career paths.  The changing
workplace demands rapid telecommunications advancement, and the small office and
home  office  segment is believed to be  currently  using the  Internet in large
numbers.  The  International  Data Corporation  states that the small office and
home office market purchased $51.1 billion on high-tech goods during 1998.

International Markets

         International   opportunities   are   especially   attractive   to  us.
International  growth of the Internet is believed to have  surpassed that of the
United  States and, by the year 2001,  it is  projected  that the  international
market  will  comprise  a  majority  of  Internet   telephony  usage.   Internet
telephony's cost savings through the avoidance of "settlement  fees" will play a
part in this rapid expansion. Settlement fees are tariffs that foreign telephone
companies  charge for access to their  domestic  networks.  We believe  that the
biggest near-term revenue  opportunities  exist in the international  markets. A
June 22,  1998,  report  by  Datamonitor,  a global  strategic  market  analysis
company,  indicates that the international voice market in particular presents a
huge opportunity for Internet  telephony service  providers.  Profit margins are
high for these  services.  The report  also  indicates  that  Internet  protocol
telephony will account for over ten percent of international  telephony  traffic
in Europe and the U.S. by the year 2002.  Telegeography,  an  industry  research
firm,  estimates that the international  long distance service market will reach
$79 billion by 2001.

EMPLOYEES

         As of March 13, 2000 the Company  retained 13 full time employees and 3
part-time employees.

CERTAIN FACTORS AFFECTING FORWARD LOOKING STATEMENTS

         We believe that certain  statements  contained in this Annual Report on
Form 10-KSB may constitute  "forward-looking  statements"  within the meaning of
the Private  Securities  Litigation  Reform Act of 1995.  These  forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause our actual results, performance or achievements,  or industry results,
to vary materially from our predicted results,  performance or achievements,  or
those of the industry. Our factors include, among others, the following:

         o        General economic and business conditions;

         o        Changes in government regulations, including those overseas;

         o        Marketplace changes in pricing levels;

         o        Changes in technology;

         o        Competition;  entry of large telecommunications companies into
                  the market;

         o        Availability  of liquidity  sufficient  to meet the  Company's
                  need for capital;

         o        Availability of qualified personnel;

         o        Ability to create and maintain strategic alliances; and

         o        Various other factors referenced in this Report.

         We will not update the  forward-looking  information  to reflect actual
results or changes in the factors affecting the forward-looking information.

         The forward-looking  information referred to above includes, but is not
limited to:

         a)       expectations   regarding  sales  growth,   gross  margins  and
                  selling, general and administrative expenses;

         b)       expectations  regarding the Company's  financial condition and
                  liquidity,  as well as future cash flows and  availability  of
                  investment capital;

         c)       expectations regarding capital expenditures;  and

         d)       expectations   regarding  the  impact  of   affiliations   and
                  strategic alliances on growth.


ITEM 2.  PROPERTY

     The Company headquarters, executive offices and customer service center are
located in facilities  consisting of approximately 1,800 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 Company will pay approximately  $3000 per month rent under this lease
during 2000.  The Company  believes the office space is adequate for its current
needs and could easily be replaced with other suitable accommodations.

                                       9
<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

         At a special  meeting  held on  December  23,  1999,  the  stockholders
approved a resolution of the Board of Directors  amending the Company's Articles
of  Incorporation  increasing  the number of  authorized  common  shares from 40
million to 100 million.  Votes cast in favor of the amendment  were  10,767,004,
votes against the proposal totaled 203,820, and 3,250 shares abstained.

                                     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, 1999. 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 21, 2000 there were approximately 304 stockholders of record of the Common
Stock.

                                                                 BID
                                                                 ---
                                                          LOW          HIGH
                                                          ---          ----

       1998
       First Quarter . . . . . . . . . . . .             $0.81        $1.38
       Second Quarter  . . . . . . . . . . .             $1.38        $4.06
       Third Quarter . . . . . . . . . . . .             $0.53        $2.19
       Fourth Quarter  . . . . . . . . . . .             $0.22        $0.91

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


         The following  provides  information of all sales of outstanding  stock
which were not registered under the Securities Act of 1933 (the "Act").

         In December 1999 Bamboo  Investors,  LLC, an investment fund managed by
WEC Asset  Management,  LLC,  exercised its warrant to purchase  $200,000 of the
Company's 6% convertible  debentures.  Principal and accrued but unpaid interest
under the  debentures  may be  converted  by the holder at any time into  common
stock of the  Company at a formula  rate  which,  as of March 21,  2000 would be
$0.42 per share. The Company claims an exemption from registration under Section
4(2) of the Act for this offer and sale. The securities were offered and sold to
one investor,  who the Company  believed was an accredited  investor  within the
meaning of Rule 501  promulgated  under the Act. The investor  agreed to acquire
the securities for investment and not with a view to their distribution.

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 10-KSB.

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
competitive call rates while providing premium communications  features.  Access
Power   products  and  services   are  based  on  PC-to-PC,   PC-to-Phone,   and
Phone-to-Phone communications.  Customers anywhere in the world can use a PC and
software obtained from us to place unlimited calls to telephones anywhere in the
United  States,  Canada,  and Puerto  Rico for $10 per month or $20 per month to
those countries as well as twelve European countries. In addition,  customers in
the United  States can make  unlimited  calls  with their  telephone  to another
telephone  anywhere in the continental  United States for $49 per month and call
anywhere  in Alaska,  Hawaii,  Canada,  and the United  Kingdom  for 7 cents per
minute. Calls to over fifty other countries are 29 cents per minute.

     We are a reseller  of third party PC  telephone  software  called  Internet
Phone,  and  "e-button."  The  e-button  is an icon  residing on a Web site that
connects  a  consumer  browsing  a Web page to a  company's  call  center.  This
technology  allows  corporate  customers  to  voice-activate   their  Web  site,
connecting  consumers  directly  with  sales  departments,  customer  service or
technical support.

     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.

         We intend to expand  our  network  and  customer  base  internationally
through  affiliates and other business  relationships,  such as the relationship
defined by the  Lycos-Bertelsmann  agreement.  Such  expansion will increase our
revenues without causing us to incur significant capital expenditures.

Software Sales

         To date,  we have  realized  only  small  revenues  from the  resale of
software  to  our  customers,  and we do not  expect  such  sales  to  become  a
significant source of profit in the future.  During the next year,  however,  we
intend to continue marketing the e-button  software,  and we expect to realize a
fair amount of revenues from those sales.

                                       11
<PAGE>

Marketing

     We have recently  begun our effort to market our products and services.  We
have  implemented  a  public   relations  and  marketing   campaign  along  with
establishing arrangements with web-based communications portals.

Raising Capital

     We have  recently  sold 6%  convertible  debentures  in the face  amount of
$2,500,000  to an  investor.  In addition,  the investor  purchased a warrant to
purchase an additional $2,500,000 of debentures on the same terms. We are of the
opinion that if the warrant were exercised then the aggregate  proceeds would be
sufficient to fund us for the next three years.

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.

TWELVE MONTHS ENDED DECEMBER 31, 1998 COMPARED TO PRIOR PERIODS

     Revenues and Costs of Revenues.  We realized no revenues from our inception
through the end of fiscal year 1997.  Through the twelve  months ended  December
31,  1998,  revenues  increased  by $267,950  due to the initial  fees  received
related to our Canadian venture ($24,000), the sale of equipment to that venture
($188,092),  and other sales and services  ($55,858).  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  $326,534 or 24.8%.
Professional  fees for marketing and equity  financing  increased  $701,666 from
$206,680 to $908,348 or 339.5%.  These  expenses were offset by lower payroll of
$88,775,  lower  travel of  $37,258,  lower  temporary  help of  $13,506 in 1999
compared  to 1998 and a gain  from  settlement  of a law suit  with a vendor  of
$142,412.

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  $3,930,000 from the sale of common stock
and preferred stock, and have borrowed  approximately  $1,700,000 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.

                                       12
<PAGE>

     We generated  negative cash flow from  operating  activities for the period
from  inception  (October 10,  1996)  through  December  31,  1999.  We realized
negative cash from operating activities for the twelve months ended December 31,
1999,  of  ($161,089)  compared to negative  cash from  operating  activities of
($45,292)  primarily  due to faster  payment  being  required  by  vendors  than
previously.  Investing activities for the period from inception through December
31, 1999  consisted  primarily of  equipment  purchases to build out the initial
network. Investing activities in the twelve months ended December 31, 1999, were
$464,023 compared to $1,119,841 during the twelve months ended Decembr 31, 1998.

     The timing and amount of our capital  requirements  will depend on a number
of factors,  including demand for our products and services and the availability
of opportunities  for  international  expansion  through  affiliations and other
business relationships.

     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.

     We issued $1,000,000 of 6% convertible debentures in September of 1999.

     We issued $200,000 of 6% convertible debentures in December of 1999.

     We issued $800,000 of 6% convertible debentures in January of 2000.

     We issued $2,500,000 of 6% convertible debentures in February of 2000.

                                        13
<PAGE>

         Our financing activities for the twelve months ended December 31, 1999,
provided a net total of $2,854,196. Cash at the end of that period was $213,884.
As of  March  13,  2000,  we had  cash of  $2,558,000  and  working  capital  of
$2,863,135.


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.

                                    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 13, 2000 are as follows:

              NAME                AGE                POSITION

       Glenn A. Smith             44      President, Chief Executive Officer
                                           and Director
       Tod R. Smith               38      Chief Technology Officer, General
                                           Counsel and Director
       Maurice J. Matovich        40      Chief Operations Officer and Director
       Howard L. Kaskel           53      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.  From  1992 to  1996  Mr.  Smith  was
self-employed  as  a  developer  of  advanced  computer  telephony  systems  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. He was a partner at
Kaskel,  Solowiei & Associates,  a financial consulting firm, from 1993 to 1996,
where he advised  companies  regarding  acquisitions,  divestitures and business
planning

                                       14
<PAGE>

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 year ended
December 31, 1999 with respect to the Chief Executive Officer:


                                                                     Long-Term
                                                                  Compensation
                                                                  ------------
                                                                     Awards
                                                                  ------------
                                      Annual Compensation          Securities
               Name and               -------------------          Underlying
          Principal Position                Salary                 Options(#)
          ------------------                ------                 ----------
       Glenn A. Smith, Chief
       Executive Officer                    $96,000                 4,700,000


STOCK OPTIONS

         The following table summarizes certain information regarding options to
purchase  Common Stock granted to the Chief  Executive  Officer  during the year
ended December 31, 1999. The Company did not grant any stock appreciation rights
in 1999.


                           OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                    (Individual Grants)
<TABLE>
<CAPTION>
                            Number Of           Percent Of
                            Securities        Total Options/
                            Underlying         SARs Granted          Exercise Or
                           Options/SARs        To Employees           Base Price
     Name                  Granted (#)        In Fiscal Year            ($/Sh)       Expiration Date
     ----                  -----------        --------------          ----------     ---------------
<S>                           <C>                    <C>                 <C>             <C> <C>
Glenn A. Smith                200,000                2%                  $0.22           1/7/09
Glenn A. Smith              4,000,000               38%                  $0.11           3/24/09
Glenn A. Smith                500,000                5%                  $0.53           6/14/09
</TABLE>

         The  following  table  summarizes  the number and value of  unexercised
options held by the Chief  Executive  Officer as of December 31, 1999. The Chief
Executive  Officer exercised options for 500,000 shares in the year December 31,
1999.



                                         FISCAL YEAR-END
                                          OPTION VALUES
<TABLE>
<CAPTION>

                                    Number Of Securities
                                   Underlying Unexercised                Value of Unexercised
                                       Options/SARs At                   In-The-Money Options/
                                          FY-End (#)                       SARs At FY-End ($)
           Name                    Exercisable/Unexercisable           Exercisable/Unexercisable <F1>
           ----                    -------------------------           -------------------------
<S>                                       <C>      <C>                         <C>      <C>
       Glenn A. Smith                     200,000 /0                           $118,000/0
       Glenn A. Smith                   4,000,000 /0                         $2,360,000/0
<FN>
<F1>This  value has been  calculated  based on the  average  of the last bid and
    asked  price  of  the  Common  Stock  as  quoted  on the Bulletin  Board  on
    December 31, 1999.
</FN>
</TABLE>

                                       15
<PAGE>



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.

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
2,100,500  shares of Common  Stock  have  been  granted  under the Plan and were
outstanding,  including  options for 400,000  shares of Common  Stock  issued to
Glenn A. Smith.  Mr.  Smith's  options have an exercise price of $0.11 per share
for 100,000  shares,  $0.54 per share for 100,000 shares and $0.22 per share for
200,000 shares.


                                       16
<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 13, 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:

<TABLE>
<CAPTION>
 Name and Address of                      Amount and Nature of           Percent of Shares
 Beneficial Owner*                          Beneficial Owner               Outstanding**
 -------------------                      --------------------           -----------------
<S>                   <C>                       <C>                             <C>
 Glenn A. Smith, CEO<F1>                        7,106,500                       16.5%
 Tod Smith, CTO <F2>                            2,290,000                        5.7%
 Maurice Matovich, COO <F2>                     1,944,750                        4.8%
 Howard L. Kaskel, CFO <F3>                       905,500                        2.3%
 Bamboo Investors, LLC <F4>                     4,223,394                       10.3%
    New York, NY

 All Directors and Executive                   12,246,750                       26.1%
 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.
<FN>

<F1> Includes  91,200  shares  of  Common  Stock  held for  minor  children  and
     4,415,000 shares subject to presently exercisable options.
<F2> Includes 1,650,000 shares subject to presently  exercisable  options.
<F3> Includes 705,500 shares subject to presently exercisable options.
<F4> Shares of Common Stock issuable upon  conversion of convertible  debentures
at fixed and  variable  prices and warrants to purchase  common  shares at fixed
prices.
</FN>
</TABLE>



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.  All exhibits are  incorporated  by reference to the
indicated  exhibit to the  Company's  registration  of its Common  Stock on Form
10-SB, as amended.

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

 3.1                       Composite   Articles   of   Incorporation   of   the
                           Registrant, including all amendments.

 3.2                       Bylaws of the Registrant (filed as Exhibit 3.2 of the
                           Company's  Registration  Statement on Form SB-2 (File
                           No. 333-65069) is hereby incorporated by reference)

 4.1                       Form of Common Stock  Certificate  of the  Registrant
                           (filed as Exhibit 4.1 of the  Company's  Registration
                           Statement on Form SB-2 (File No. 333-65069) is hereby
                           incorporated by reference)

 4.2                       6% Convertible Debenture due September 30, 2001(filed
                           as  Exhibit  4.2 of Access  Power,  Inc.'s  quarterly
                           report on Form 10-QSB for the quarter ended September
                           30, 1999, is hereby incorporated by reference)

 4.3                       Warrant to purchase common stock, par value $.001 per
                           share, of Access Power, Inc. (filed as Exhibit 4.3 of
                           Access Power,  Inc.'s quarterly report on Form 10-QSB
                           for the quarter  ended  September 30, 1999, is hereby
                           incorporated by reference)

 4.4                       Schedule   of  omitted   similar   documents   (filed
                           herewith) to 6% Convertible Debenture incorporated by
                           reference to Exhibit 4.2 to the  Company's  quarterly
                           report on Form 10-QSB for the quarter ended September
                           30, 1999

 4.5                       Schedule   of  omitted   similar   documents   (filed
                           herewith) to Warrant to purchase  common  stock,  par
                           value $.001 per share, of the Company incorporated by
                           reference to Exhibit 4.3 to the  Company's  quarterly
                           report on Form 10-QSB for the quarter ended September
                           30, 1999

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

 10.2                      Access  Power,  Inc.  Stock  Option  Plan  (filed  as
                           Exhibit 10.2 of the Company's  Registration Statement
                           on  Form  SB-2   (File  No.   333-65069)   is  hereby
                           incorporated by reference)

 10.3                      Amendment  No.  1 to  Stock  Option  Plan  (filed  as
                           Exhibit 10.3 of the Company's  Registration Statement
                           on  Form  SB-2   (File  No.   333-65069)   is  hereby
                           incorporated by reference)

 10.4                      Purchase and Sale  Agreement  between  Access  Power,
                           Inc.  and Netspeak  Corporation  dated as of June 17,
                           1998  (filed  as  Exhibit   10.4  of  the   Company's
                           Registration   Statement   on  Form  SB-2  (File  No.
                           333-65069) is hereby incorporated by reference)

 10.5                      Employment Agreement with Howard Kaskel dated July 1,
                           1998  (filed  as  Exhibit   10.5  of  the   Company's
                           Registration   Statement   on  Form  SB-2  (File  No.
                           333-65069) is hereby incorporated by reference)

 10.6                      Agreement to  terminate  Master  Franchise  Agreement
                           between  Access Power,  Inc. and Access Power Canada,
                           Inc.  dated  December 11, 1998 (filed as Exhibit 10.6
                           of the Company's  Registration Statement on Form SB-2
                           (File  No.  333-65069)  is  hereby   incorporated  by
                           reference)

                                       17
<PAGE>


 10.7                      Internet  Telephony Services Agreement dated December
                           14,  1998,  between  Access  Power,  Inc.  and Access
                           Universal,   Inc.  (filed  as  Exhibit  10.7  of  the
                           Company's  Registration  Statement on Form SB-2 (File
                           No. 333-65069) is hereby incorporated by reference)

 10.8                      Internet  Telephony  Services Agreement dated October
                           2, 1998 between  Access Power,  Inc. and Ldt Net Com,
                           Inc.   (filed  as  Exhibit  10.8  of  the   Company's
                           Registration   Statement   on  Form  SB-2  (File  No.
                           333-65069) is hereby incorporated by reference)

 10.9                      Office Lease Agreement  between Douglas  Partnerships
                           II,  and  Access  Power,  Inc.  dated  August 1, 1997
                           (filed as Exhibit 10.9 of the Company's  Registration
                           Statement on Form SB-2 (File No. 333-65069) is hereby
                           incorporated by reference)

 10.10                     Retainer  Agreement dated  September 23, 1999,  among
                           Acces  Power,  Inc.,  Tatum CFO  Partners,  LLP,  and
                           Howard Kaskel (filed as Exhibit 10.1 of Access Power,
                           Inc.'s  quarterly  report  on  Form  10-QSB  for  the
                           quarter   ended   September   30,  1999,   is  hereby
                           incorporated by reference)

10.11                      Securities  Purchase  Agreement dated as of September
                           30,  1999,   among  Access   Power,   Inc.,   certain
                           stockholders of Access Power, Inc. named therein, and
                           Bamboo Investors, LLC(filed as Exhibit 10.2 of Access
                           Power, Inc.'s quarterly report on Form 10-QSB for the
                           quarter   ended   September   30,  1999,   is  hereby
                           incorporated by reference)

10.12                      Warrant to purchase  6%  Convertible  Debentures  and
                           common stock warrants of Access Power, Inc. (filed as
                           Exhibit 10.3 of Access Power, Inc.'s quarterly report
                           on Form 10-QSB for the quarter  ended  September  30,
                           1999, is hereby incorporated by reference)

10.13                      Registration Rights Agreement,  dated as of September
                           30, 1999, by and among Access Power,  Inc. and Bamboo
                           Investors LLC (filed as Exhibit 10.4 of Access Power,
                           Inc.'s  quarterly  report  on  Form  10-QSB  for  the
                           quarter   ended   September   30,  1999,   is  hereby
                           incorporated by reference)

10.14                      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  of  Access  Power,  Inc.'s
                           quarterly report on Form 10-QSB for the quarter ended
                           September  30,  1999,  is  hereby   incorporated   by
                           reference)

10.15*                     Web services  agreement as of August 6, 1999, between
                           Access Power, Inc. and Lycos-Bertelsmann  GmbH (filed
                           as Exhibit  10.6 of Access  Power,  Inc.'s  quarterly
                           report on Form 10-Q for the quarter  ended  September
                           30, 1999, is hereby incorporated by reference)

10.16                      Consulting  Agreement  dated as of  October  4,  1999
                           between Access Power, Inc. and Northstar Advertising,
                           Inc.  (filed as Exhibit 10.7 of Access Power,  Inc.'s
                           quarterly  report on Form 10-Q for the quarter  ended
                           September  30,  1999,  is  hereby   incorporated   by
                           reference)

10.17                      Schedule   of  omitted   similar   documents   (filed
                           herewith)   to    Securities    Purchase    Agreement
                           incorporated  by  reference  to Exhibit  10.2  to the
                           Company's  quarterly  report on Form  10-QSB  for the
                           quarter ended September 30, 1999

10.18                      Schedule   of  omitted   similar   documents   (filed
                           herewith)  to  Warrant  to  purchase  6%  Convertible
                           Debentures  and common stock  warrants of the Company
                           incorporated  by  reference  to  Exhibit  10.3 to the
                           Company's  quarterly  report on Form  10-QSB  for the
                           quarter ended September 30, 1999

10.19                      Schedule   of  omitted   similar   documents   (filed
                           herewith)   to    Registration    Rights    Agreement
                           incorporated  by  reference  to  Exhibit  10.4 to the
                           Company's  quarterly  report on Form  10-QSB  for the
                           quarter ended September 30, 1999

23.1                       Consent  of Parks,  Tschopp,  Whitcomb  & Orr,  dated
                           March 29, 2000

27.1                       Financial Data Schedule (for SEC use only)

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

     (b) Reports on Form 8-K. No reports on Form 8-K were filed  during the last
quarter of the period covered by this report.


                                       18
<PAGE>

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


Independent Auditors' Report  . . . . . . . . . . . . . . . F-1


Financial Statements:

Balance Sheets  . . . . . . . . . . . . . . . . . . . . . . F-2

Statements of Operations  . . . . . . . . . . . . . . . . . F-3

Statements of Stockholders' Equity  . . . . . . . . . . . . F-4

Statements of Cash Flows  . . . . . . . . . . . . . . . . . F-5


Notes to Financial Statements . . . . . . . . . . . . . . . F-6



<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 1998,  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, 1999. 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 1998, 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, 1999, in
conformity with generally accepted accounting principles.


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


Maitland, Florida
March 9, 2000




<PAGE>
                                                      ACCESS POWER, INC.
                                                 (A Development Stage Company)

                                                        Balance Sheets

                                                  December 31, 1999 and 1998

                                                            ASSETS
                                                            ------
<TABLE>
<CAPTION>

                                                                                               1999                 1998
                                                                                          -------------         ------------
<S>                                                                                        <C>                       <C>
Current assets:
      Cash                                                                                 $   213,885               33,156
      Accounts receivable                                                                      179,410               29,145
      Notes receivable, stockholders                                                           456,000               30,791
      Prepaid expenses                                                                         263,638                 --
      Inventory                                                                                 21,800               21,770
                                                                                           -----------           ----------
                   Total current assets                                                      1,134,733              114,862
                                                                                           -----------           ----------

Property and equipment, net (note 2)                                                           439,656            1,131,471

Other assets                                                                                    12,000               16,000
                                                                                           -----------           ----------
                   Total assets                                                            $ 1,586,389            1,262,333
                                                                                           ===========           ==========

                                             Liabilities and Stockholders' Equity
                                             -----------------------------------

Current liabilities:
      Accounts payable and accrued expenses                                                $   683,011            1,373,978
      Current portion of long-term debt                                                        168,956              120,136
                                                                                           -----------           ----------
                   Total current liabilities                                                   851,967            1,494,114
                                                                                           -----------           ----------

Long-term debt, less current portion (note 3)                                                  207,484                 --
Convertible debentures (note 4)                                                                750,000                 --
                                                                                           -----------           ----------

                   Total liabilities                                                         1,809,451            1,494,114
                                                                                           -----------           ----------

Stockholders' equity:
      Common stock, $.001 par value,  authorized  100,000,000 shares, issued and
           outstanding 31,248,253 and 12,325,788 shares
           in 1999 and 1998                                                                     31,249               12,326
      Preferred stock, $.001 par value, authorized 10,000,000 shares,
           issued and outstanding 3,952 and 1,050 shares in 1999 and 1998                            4                    1
      Additional paid in capital                                                             4,746,709            2,252,971
      Deficit accumulated during the development stage                                      (5,001,024)          (2,497,079)
                                                                                           -----------           ----------
                                                                                              (223,062)            (231,781)
                                                                                           -----------           ----------
Commitments (notes 3 and 4)
                   Total liabilities and stockholders' equity                              $ 1,586,389            1,262,333
                                                                                           ===========           ==========
</TABLE>

See accompanying notes to financial statements.
                                                             F-2
<PAGE>
                                          ACCESS POWER, INC.
                                     (A Development Stage Company)

                                       STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

    For the years ended December 31, 1999 and 1998 and the cumulative period from October 10, 1996
                             (date of inception) through December 31, 1999

                                                                                    For the Period
                                                                                    October 10, 1996
                                                                                         Through
                                                       1999              1998       December 31, 1999
                                                   ------------      -----------    -----------------
<S>                                                <C>                   <C>              <C>
Revenue:
     Product sales                                 $      9,450          214,431          223,881
     Services                                           170,601           53,519          224,120
                                                   ------------      -----------      -----------

             Total revenue                              180,051          267,950          448,001
                                                   ------------      -----------      -----------

Costs and expenses:
     Cost of sales                                        2,955          161,650          164,605
     Product development and marketing                1,015,737          731,672        1,784,893
     General and administrative                       1,642,134        1,315,600        3,352,107
                                                   ------------      -----------      -----------

             Total costs and expenses                 2,660,826        2,208,922        5,301,605
                                                   ------------      -----------      -----------

     Loss from operations                            (2,480,775)      (1,940,972)      (4,853,604)

Other income (expense):
     Interest income                                       --                407            2,295
     Interest expense                                   (16,290)        (124,375)        (142,839)
     Loss on disposal of equpiment                       (6,880)            --             (6,880)
                                                   ------------      -----------      -----------

             Total other income (expense)               (23,170)        (124,375)        (147,420)

             Net loss                              $ (2,503,945)      (2,065,347)      (5,001,024)
                                                   ============      ===========      ===========

             Net loss per share                    $      (0.10)           (0.18)           (0.31)
                                                   ============      ===========      ===========

             Weighted average number of shares       25,174,029       11,776,511       16,110,885
                                                   ============      ===========      ===========
</TABLE>


See accompanying notes to financial statements.

                                                 F-3

<PAGE>
                                                    ACCESS POWER, INC.
                                              (A Development Stage Company)

                                            STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                    For the years ended December 31, 1999 and 1998 and
                                            the period from October 10, 1996
                                      (date of inception) through December 31, 1999


                                                                         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
                                                                     ==========       ======      ======      ==========

<CAPTION>

                                                    ADDITIONAL                         TOTAL
                                                     PAID IN         ACCUMULATED   STOCKHOLDERS'
                                                     CAPITAL           DEFICIT        EQUITY
                                                   -----------       ----------    -----------
<S>                                                    <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)
                                                   ==========      ==========      ==========
</TABLE>

See accompanying notes to financial statements.

                                                           F-4
<PAGE>
                                                     ACCESS POWER, INC.
                                               (A Development Stage Company)

                                                  STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                          For the years ended December 31, 1999 and 1998 and the cumulative period
                            from October 10, 1996 (date of inception) through December 31, 1999


                                                                                                           For the Period
                                                                                                          October 10, 1996
                                                                                                               Through
                                                                          1999                1998        December 31, 1999
                                                                      -----------         -----------     ----------------
<S>                                                                   <C>                 <C>                <C>
Cash flows from operating activities:
     Net loss                                                         $(2,503,945)        (2,064,940)        (5,001,024)
     Adjustments to reconcile net loss to net cash
         used in operating activities:
           Depreciation and amortization                                  204,323            321,806            553,142
           Loss on disposal of property and equipment                       6,880             26,461             33,341
           Stock issued for services                                      631,483            196,441            827,924
           Stock issued for interest                                       19,981               --               19,981
           Change in operating assets and liabilities:
                Accounts receivable                                      (150,265)           (19,549)          (179,410)
                Accounts payable and accrued expenses                    (173,025)         1,373,628          1,200,953
                Other assets                                             (263,638)            (3,166)          (286,804)
                Inventory                                                     (30)             8,230            (21,800)
                                                                      -----------         ----------         ----------
                     Net cash used in operating activities             (2,228,236)          (161,089)        (2,853,697)
                                                                      -----------         ----------         ----------

Cash flows from investing activities:
     Proceeds from sale of property and equipment                          12,050             40,270             52,320
     Purchase of property and equipment                                   (50,864)        (1,153,416)        (1,590,719)
     Note receivable, stockholders                                       (425,209)            (6,695)          (456,000)
                                                                      -----------         ----------         ----------

                     Net cash used in investing activities               (464,023)        (1,119,841)        (1,994,399)
                                                                      -----------         ----------         ----------

Cash flows from financing activities:
     Proceeds from issuance of stock                                    1,861,200          1,150,000          3,930,057
     Proceeds from issuance of notes payable                            1,575,000            110,000          1,705,025
     Principal payments on notes payable                                 (563,212)              --             (573,101)
                                                                      -----------         ----------         ----------

                     Net cash provided by financing activities          2,872,988          1,260,000          5,061,981
                                                                      -----------         ----------         ----------

                     Net change in cash                                   180,729            (20,930)           213,885

Cash, at beginning of period                                               33,156             54,086               --
                                                                      -----------         ----------         ----------

Cash at end of period                                                 $   213,885             33,156            213,885
                                                                      ===========         ==========         ==========
</TABLE>

                                                         F-5

<PAGE>
                               ACCESS POWER, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 1999


(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
              international carriers and 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.



                                                                     (Continued)

                                      F-6
<PAGE>

                                                ACCESS POWER, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 1999


 (1),  CONTINUED

              Development  stage  operations  for the period ended  December 31,
              1999 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, 1999,
              the Company has net operating loss  carryforwards of approximately
              $5,000,000  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

         (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  $635,000.  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,  2000.  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.

                                                                     (Continued)


                                      F-7
<PAGE>

                               ACCESS POWER, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 1999


(1),  CONTINUED

        (f)   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.

        (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  not  have  a
              material effect on earnings per common share.

        (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.
                                                                     (Continued)


                                      F-8
<PAGE>

                               ACCESS POWER, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 1999


(1),  CONTINUED

        (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).

        (m)   Preferred Stock
              ---------------

              The  Company's  redeemable  convertible  preferred  stock  has the
              following provisions:

                   o        The shares shall be redeemable, at the option of the
                            of the  Company,  at a  stated  redemption  price of
                            $1,500 per share.

                   o        Each share of preferred  stock is  convertible  into
                            that number of shares of the Company  calculated  by
                            dividing  $1,000 by the lower of 65% of the  average
                            closing  bid  price  of the  Company  for  the  five
                            trading  days  prior  to  conversion  or  75% of the
                            closing  bid price on the  first day the funds  from
                            the preferred stock offering are available.

                                      F-9
<PAGE>

                               ACCESS POWER, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 1999


(2)      Property and Equipment
         ----------------------

         Property and equipment consist of the following at December 31,:
<TABLE>
<CAPTION>

                                                                                     1999            1998
                                                                                 -----------      ---------
<S>                                                                              <C>                 <C>
             Office furniture and equipment                                      $    59,908         59,908
             Computer hardware                                                       485,007      1,172,339
             Computer software                                                       278,769        227,905
                                                                                 -----------      ---------
                                                                                     823,684      1,460,152
                    Less accumulated depreciation and amortization                   384,028        328,681
                                                                                 -----------      ---------
                                                                                 $   439,656      1,131,471
                                                                                 ===========      =========
</TABLE>

(3)     Notes Payable
        -------------

Notes payable consist of the following at December 31,:
<TABLE>
<CAPTION>
                                                                                      1999           1998
                                                                                 -----------      ---------
              <S>                                                              <C>                 <C>
             Promissory  notes to stockholders  bearing  interest at 6%
              - 8% payable on demand.  Unsecured                                 $    26,440         20,136

             Note payable to individual,  bearing  interest at 12%,
             payable upon capital financing of the Company in excess
             of $3,000,000
                                                                                        --          100,000

             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           --
                                                                                 -----------      ---------
                                                                                     376,440        120,136
                    Less current portion                                             168,956        120,136
                                                                                 -----------      ---------
                    Long-term debt, less current portion                         $   207,484           --
                                                                                 ===========      =========
</TABLE>

(4)      6% Convertible Debenture
         ------------------------

         $1,000,000  and $200,000  and 6%  Convertible  Debentures  were sold on
         September  30,  1999  and  December  30,  1999  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.  As of
         December  31, 1999,  $450,000 of the  Convertible  Debentures  had been
         converted  into  2,496,895  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, 1999


(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
                             ----                      ------
                             2000                      21,500

Rent expense for the years ended  December 31, 1999 and 1998 amounted to $48,982
and 50,817, 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, 1999 amounted to 2,100,500
         at an average price of $.33.

         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 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:

                                                                     (Continued)


                                      F-11
<PAGE>

                               ACCESS POWER, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 1999



(6),       CONTINUED
<TABLE>
<CAPTION>

                                                                                                                 For the period
                                                                                                                October 10, 1996
                                                            Year ended                 Year ended                    through
                                                         December 31, 1999         December 31, 1998            December 31, 1999
                                                         -----------------         -----------------            -----------------
            <S>                                             <C>                        <C>                          <C>
            Pro forma net loss:
                      As reported                           $(2,503,945)               (2,064,940)                  (5,001,024)
                      Pro forma                              (2,558,934)               (2,132,712)                  (5,123,785)

            Pro forma net loss per share
                       As reported                                (0.10)                    (0.18)                       (0.31)
                       Pro forma                                  (0.10)                    (0.18)                       (0.32)
</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>

                              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.

                                 ACCESS POWER, INC.


                                 By: /s/ Glenn A. Smith
                                    Glenn A. Smith, Chief Executive Officer

                                                               Date: 3/29/00


     In  accordance  with the Exchange Act, this Report has been signed below by
the following  persons on behalf of the Company in the  capacities set forth and
on the dates indicated.
<TABLE>
<CAPTION>
        Signature                          Position                                  Date
        ---------                         --------                                   ----
<S>                                       <S>                                        <C>
/s/ Glenn A. Smith                        President and Chief                        3/29/00
Glenn A. Smith                            Executive Officer and Director
                                          (principal executive officer)


/s/ Howard Kaskel                         Chief Financial Officer                    3/28/00
Howard Kaskel                             (principal financial and
                                          accounting officer)

/s/ Tod R. Smith                          Director                                   3/28/00
Tod R. Smith


/s/ Maurice J. Matovich                   Director                                   3/28/00
Maurice J. Matovich

</TABLE>
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH
REPORTS FILED PURSUANT TO SECTION 15(d) OF THE
EXCHANGE ACT BY NON-REPORTING ISSUERS

     The Company is furnishing the Commission for its information in a
supplemental submission a copy of a proxy statement and form of proxy used in
connection with a special meeting of shareholders during 1999.

<PAGE>


                                  Exhibit Index



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

 3.1                       Composite   Articles   of   Incorporation   of   the
                           Registrant, including all amendments.

 3.2                       Bylaws of the Registrant (filed as Exhibit 3.2 of the
                           Company's  Registration  Statement on Form SB-2 (File
                           No. 333-65069) is hereby incorporated by reference)

 4.1                       Form of Common Stock  Certificate  of the  Registrant
                           (filed as Exhibit 4.1 of the  Company's  Registration
                           Statement on Form SB-2 (File No. 333-65069) is hereby
                           incorporated by reference)

 4.2                       6% Convertible Debenture due September 30, 2001(filed
                           as  Exhibit  4.2 of Access  Power,  Inc.'s  quarterly
                           report on Form 10-QSB for the quarter ended September
                           30, 1999, is hereby incorporated by reference)

 4.3                       Warrant to purchase common stock, par value $.001 per
                           share, of Access Power, Inc. (filed as Exhibit 4.3 of
                           Access Power,  Inc.'s quarterly report on Form 10-QSB
                           for the quarter  ended  September 30, 1999, is hereby
                           incorporated by reference)

 4.4                       Schedule   of  omitted   similar   documents   (filed
                           herewith) to 6% Convertible Debenture incorporated by
                           reference to Exhibit 4.2 to the  Company's  quarterly
                           report on Form 10-QSB for the quarter ended September
                           30, 1999

 4.5                       Schedule   of  omitted   similar   documents   (filed
                           herewith) to Warrant to purchase  common  stock,  par
                           value $.001 per share, of the Company incorporated by
                           reference to Exhibit 4.3 to the  Company's  quarterly
                           report on Form 10-QSB for the quarter ended September
                           30, 1999

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

 10.2                      Access  Power,  Inc.  Stock  Option  Plan  (filed  as
                           Exhibit 10.2 of the Company's  Registration Statement
                           on  Form  SB-2   (File  No.   333-65069)   is  hereby
                           incorporated by reference)

 10.3                      Amendment  No.  1 to  Stock  Option  Plan  (filed  as
                           Exhibit 10.3 of the Company's  Registration Statement
                           on  Form  SB-2   (File  No.   333-65069)   is  hereby
                           incorporated by reference)

 10.4                      Purchase and Sale  Agreement  between  Access  Power,
                           Inc.  and Netspeak  Corporation  dated as of June 17,
                           1998  (filed  as  Exhibit   10.4  of  the   Company's
                           Registration   Statement   on  Form  SB-2  (File  No.
                           333-65069) is hereby incorporated by reference)

 10.5                      Employment Agreement with Howard Kaskel dated July 1,
                           1998  (filed  as  Exhibit   10.5  of  the   Company's
                           Registration   Statement   on  Form  SB-2  (File  No.
                           333-65069) is hereby incorporated by reference)

 10.6                      Agreement to  terminate  Master  Franchise  Agreement
                           between  Access Power,  Inc. and Access Power Canada,
                           Inc.  dated  December 11, 1998 (filed as Exhibit 10.6
                           of the Company's  Registration Statement on Form SB-2
                           (File  No.  333-65069)  is  hereby   incorporated  by
                           reference)

                                       17
<PAGE>


 10.7                      Internet  Telephony Services Agreement dated December
                           14,  1998,  between  Access  Power,  Inc.  and Access
                           Universal,   Inc.  (filed  as  Exhibit  10.7  of  the
                           Company's  Registration  Statement on Form SB-2 (File
                           No. 333-65069) is hereby incorporated by reference)

 10.8                      Internet  Telephony  Services Agreement dated October
                           2, 1998 between  Access Power,  Inc. and Ldt Net Com,
                           Inc.   (filed  as  Exhibit  10.8  of  the   Company's
                           Registration   Statement   on  Form  SB-2  (File  No.
                           333-65069) is hereby incorporated by reference)

 10.9                      Office Lease Agreement  between Douglas  Partnerships
                           II,  and  Access  Power,  Inc.  dated  August 1, 1997
                           (filed as Exhibit 10.9 of the Company's  Registration
                           Statement on Form SB-2 (File No. 333-65069) is hereby
                           incorporated by reference)

 10.10                     Retainer  Agreement dated  September 23, 1999,  among
                           Acces  Power,  Inc.,  Tatum CFO  Partners,  LLP,  and
                           Howard Kaskel (filed as Exhibit 10.1 of Access Power,
                           Inc.'s  quarterly  report  on  Form  10-QSB  for  the
                           quarter   ended   September   30,  1999,   is  hereby
                           incorporated by reference)

10.11                      Securities  Purchase  Agreement dated as of September
                           30,  1999,   among  Access   Power,   Inc.,   certain
                           stockholders of Access Power, Inc. named therein, and
                           Bamboo Investors, LLC(filed as Exhibit 10.2 of Access
                           Power, Inc.'s quarterly report on Form 10-QSB for the
                           quarter   ended   September   30,  1999,   is  hereby
                           incorporated by reference)

10.12                      Warrant to purchase  6%  Convertible  Debentures  and
                           common stock warrants of Access Power, Inc. (filed as
                           Exhibit 10.3 of Access Power, Inc.'s quarterly report
                           on Form 10-QSB for the quarter  ended  September  30,
                           1999, is hereby incorporated by reference)

10.13                      Registration Rights Agreement,  dated as of September
                           30, 1999, by and among Access Power,  Inc. and Bamboo
                           Investors LLC (filed as Exhibit 10.4 of Access Power,
                           Inc.'s  quarterly  report  on  Form  10-QSB  for  the
                           quarter   ended   September   30,  1999,   is  hereby
                           incorporated by reference)

10.14                      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  of  Access  Power,  Inc.'s
                           quarterly report on Form 10-QSB for the quarter ended
                           September  30,  1999,  is  hereby   incorporated   by
                           reference)

10.15*                     Web services  agreement as of August 6, 1999, between
                           Access Power, Inc. and Lycos-Bertelsmann  GmbH (filed
                           as Exhibit  10.6 of Access  Power,  Inc.'s  quarterly
                           report on Form 10-Q for the quarter  ended  September
                           30, 1999, is hereby incorporated by reference)

10.16                      Consulting  Agreement  dated as of  October  4,  1999
                           between Access Power, Inc. and Northstar Advertising,
                           Inc.  (filed as Exhibit 10.7 of Access Power,  Inc.'s
                           quarterly  report on Form 10-Q for the quarter  ended
                           September  30,  1999,  is  hereby   incorporated   by
                           reference)

10.17                      Schedule   of  omitted   similar   documents   (filed
                           herewith)   to    Securities    Purchase    Agreement
                           incorporated  by  reference  to Exhibit  10.11 to the
                           Company's  quarterly  report on Form  10-QSB  for the
                           quarter ended September 30, 1999

10.18                      Schedule   of  omitted   similar   documents   (filed
                           herewith)  to  Warrant  to  purchase  6%  Convertible
                           Debentures  and common stock  warrants of the Company
                           incorporated  by  reference  to  Exhibit  10.3 to the
                           Company's  quarterly  report on Form  10-QSB  for the
                           quarter ended September 30, 1999

10.19                      Schedule   of  omitted   similar   documents   (filed
                           herewith)   to    Registration    Rights    Agreement
                           incorporated  by  reference  to  Exhibit  10.4 to the
                           Company's  quarterly  report on Form  10-QSB  for the
                           quarter ended September 30, 1999

23.1                       Consent  of Parks,  Tschopp,  Whitcomb  & Orr,  dated
                           March 29, 2000

27.1                       Financial Data Schedule (for SEC use only)


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