ACCESS POWER INC

                              Filing Type: 10KSB40
                           Description: Annual Report
                            Filing Date: Apr 01, 2002
                            Period End: Dec 31, 2001


                Primary Exchange: Over the Counter Bulletin Board
                                  Ticker: ACCR




<PAGE>

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                                Table of Contents


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                               10KSB40/A OTHERDOC

PART I.........................................................................2
ITEM 1.........................................................................2
ITEM 2.........................................................................4
ITEM 3.........................................................................4
ITEM 4.........................................................................5
PART II........................................................................5
ITEM 5.........................................................................5
Table 1........................................................................6
ITEM 6.........................................................................7
ITEM 7.........................................................................9
ITEM 8.........................................................................9
PART III.......................................................................9
ITEM 9.........................................................................9
ITEM 10.......................................................................10
Table 2.......................................................................11
Table 3.......................................................................11
ITEM 11.......................................................................12
Table 4.......................................................................12
Table 5.......................................................................12
Balance Sheet.................................................................17
Income Statement..............................................................18
Table 8.......................................................................19
Table 9.......................................................................20
Cash Flow Statement...........................................................21
Table 11......................................................................24
Table 12......................................................................25
Table 13......................................................................27
Table 14......................................................................27

                                 EX-10 OTHERDOC

Table 15......................................................................30



<PAGE>


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

           /X/         Annual Report Pursuant to Section 13 or 15(d) of The
                       Securities Exchange Act of 1934
                   For the Fiscal Year Ended December 31, 2001

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

                        Commission File Number 333-65069

                               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.  $19,645

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock as of a specified date within the past 60
days: As of March 16, 2002 there were 96,624,599 shares of Common Stock
outstanding held by non-affiliates of the issuer, with an aggregate value of
$1,932,492 (based upon a value of $0.02 per share, the average of the high and
low bid price of the Common Stock on March 16, 2002)

              At March 16, 2002, there were issued and outstanding
                       109,370,099 shares of Common Stock.

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

                       DOCUMENTS INCORPORATED BY REFERENCE
None.

                                       1
<PAGE>


              CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

         Some of the statements in this annual report under

 - ITEM 1. DESCRIPTION OF BUSINESS, and
 - ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
   RESULTS OF OPERATIONS,

and elsewhere in this annual report are "forward-looking statements."
Forward-looking statements include, among other things, statements about the
competitiveness of the telecommunications industry, our plans and objectives for
future operations, the likelihood of our success in developing and expanding our
business, potential regulatory obligations, and other statements that are not
historical facts. The forward-looking statements included herein are based upon
a number of assumptions and estimates, which are inherently subject to
significant uncertainties, many of which are beyond our control. When used in
this annual report, the words "anticipate," "believe,", "estimate," or similar
expressions generally identify forward-looking statements. Because
forward-looking statements involve risks and uncertainties, there are important
factors that could cause actual results to differ materially from those
expressed or implied by the forward-looking statements.

     In evaluating these statements, you should specifically consider various
factors, including the risks outlined in this document and in our former
registration statements or future registration statements. These factors may
cause our actual results to differ materially from any forward-looking
statement.



                                     PART I

ITEM 1.   DESCRIPTION OF BUSINESS

Overview

     Formed in 1996, Access Power, Inc. provides collaboration services to the
consumer and business markets and has been a pioneer provider of global
Internet-based communications for voice and multi-media applications,
integrating the Internet and traditional telephony. As of March 1, 2002 the
Company retained 6 full time, and 1 part time, employees. In addition, certain
aspects of Access Power's software development efforts are outsourced.

     The Company's consumer-oriented web portal, FreeWebCall.com(TM), offers a
suite of PC-to-PC collaboration services including audio, text chat, video
conferencing, document sharing and program sharing. The offering of PC-to-Phone
services, offered through FreeWebCall.com and e-button(TM), to new customers,
has recently been suspended in response to market conditions.

     PowerConferenceCall(TM), scheduled for launch during the second quarter of
2002, is a business-oriented audio conferencing service. The introduction of
PowerConferenceCall marks a focused expansion into the business-oriented segment
of the collaboration industry. Initially, this service will provide audio
conferencing, the largest portion of the collaboration market, utilizing the
public switched telephone network (PSTN). Longer term, we believe that the
growth of the market will continue to shift to more elaborate product suites
that will draw increasingly upon Internet-based features, possibly including
even the audio component of the conference. We will promote and service this
shift through an evolving integration of voice and data communications
technologies, drawing upon our background in the Internet-based communications
business.

Industry Background

     The collaboration industry has been growing in both the consumer and
business segments. Traditional telephony technology is being combined with
evolving and increasing capabilities of Internet-based technologies,
establishing a dynamic infrastructure to support consumer and business
communication needs. The capabilities of these technologies and the increasing
acceptance and need for virtual collaboration have contributed to considerable
growth in the collaboration industry.

                                       2
<PAGE>

     Historically, long distance telephone services have been offered through
PSTN using traditional telephone lines, a well-established and quality service.
In recent years, however, the Internet's developing technologies, unprecedented
popularity, and commercialization have accelerated the integration of
technologies involving computers and telephones.

     This commercial integration has led to a new sector in the communications
industry, generally referred to as computer telephony or Internet telephony,
that has developed a less expensive and more workable method of
telecommunication over the Internet. Companies that offer Internet telephony
services and products are generally referred to as Internet telephony service
providers. Because the global marketplace is becoming familiar with the Internet
and its value as a communications mechanism, companies have invested millions of
dollars to develop new and enhanced applications to improve the service quality
and lower implementation costs of Internet telephony.

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

     Despite these advances in Internet-based communications, the business
segment in particular has continued to utilize the traditional PSTN due to the
need for high voice transmission quality and reliability, especially for
multi-point conferencing.


Access Power Solutions and Strategies

     Access Power provides separate solutions to the consumer and business
market segments.

     Consumer Market

     For consumers, we have historically provided PC-to-Phone and PC-to-PC
services primarily through FreeWebCall.com, a sponsor-supported product that
charges customers for long distance telephone usage for the PC-to-Phone
component. FreeWebCall.com customers' experience is supported by a
standards-based solution featuring Microsoft's NetMeeting software and Cisco
Systems hardware.

     FreeWebCall.com reached a subscriber base over 500,000. This subscriber
base has fallen to approximately 30,000 reflecting the increasing availability
of inexpensive or free services from competitors. In response, we have suspended
processing new orders for FreeWebCall.com PC-to-Phone.com.


     Business Segment

     Access Power's products have historically been consumer-oriented, with
relatively limited product offerings, such as e-button, aimed at the business
segment. We are introducing a new product, PowerConferenceCall, announced in
March, 2002 and scheduled for launch in the second quarter of 2002 that is
targeted at the business community. PowerConferenceCall is an audio
teleconferencing service that utilizes and enhances the PSTN, bridging multiple
lines together, managing audio quality and providing conferencing features not
typically available on the traditional PSTN. This service is normally used by
business customers who pay for the service primarily on a per minute per line
basis. Feature sets apply to how the call can be managed by participants (e.g.,
self-muting) and hosts (e.g., recording segments of the call). Calls can be
scheduled, which enables certain features, such as system notifications and
reminders, or they can be initiated on demand, using pre-assigned toll-free
numbers and access codes.


                                       3
<PAGE>


     The scheduled launch of PowerConferenceCall will expand our collaboration
presence in the business community. The business collaboration market is
substantial and we intend to establish ourselves in this market segment with
differentiated teleconferencing services. This service launch will increase our
utilization of the established PSTN for audio teleconferencing, which is the
technology that currently comprises most of the business collaboration market.
To the extent growth in the business collaboration industry shifts to more
elaborate product suites that draw increasingly upon Internet-based features, we
will have established an expanded relationship with that segment and will be
prepared to promote and support the evolving technologies and services.

     This business segment of the collaboration market is well-established and
is growing rapidly. As a result there is a considerable base of well-established
competitors. These competitors fall primarily into two groups: 1) Traditional
telephone companies who also provide conferencing services; 2) Conference
Service Providers who specialize in conferencing services. Our strategy is to
compete with both groups on the basis of ease of use, features and overall
value, proactively selling our services to small and medium sized business in
selected business services markets that we believe are most likely to respond to
our value proposition.


ITEM 2.  PROPERTY


     The Company headquarters, executive offices and customer service center are
located in facilities consisting of approximately 3,000 square feet in a 13,500
square foot office building in Ponte Vedra Beach, Florida. The lease on the
space started in September 1997 and includes two successive extension options;
the first extension option was exercised on April 1, 2000. The Company is paying
approximately $5,000 per month rent under this lease which expires August 15,
2002. The Company believes the office space is adequate for its current needs
and could easily be replaced with other suitable accommodations.


    The Company maintains its servers and network equipment through co-location
arrangements with local service providers. These facilities are climate
controlled and offer the necessary telephone, internet and electrical power
services. Providers of these services are available from more than one source.


ITEM 3.  LEGAL PROCEEDINGS

     Access Power is a party to two legal proceedings arising in the course of
its business. These proceedings are described below. Management recognizes the
uncertainties of litigation and the possibility that one or more adverse rulings
could materially impact operating results. However, although no assurances can
be given, Access Power believes, based on the nature of and Access Power's
understanding of the facts and circumstances which give rise to such actions and
claims, that the ultimate resolution of these items, are not likely to have a
materially adverse effect on Access Power's financial position.

                                       4
<PAGE>


     In February of 2002, Sunrise International Leasing Corporation (the
Plaintiff) filed suit in Hennepin County District Court in the State of
Minnesota against Access Power (the Defendant). The Plaintiff is a leasing
organization, which leased equipment to Defendant. Plaintiff alleges that
Defendant defaulted on its lease payments and is seeking the return of the
leased equipment, along with $54, 645.55 plus expenses. Defendant is currently
in negotiations with the Plaintiff in this matter.

     In February of 2002 Business Telecom, Inc (the Plaintiff) filed suit in St.
Johns County District Court in the State of Florida against Access Power (the
Defendant). The Plaintiff is a telecommunications service provider. The
Plaintiff is seeking $608,708.52 plus interest and court costs for services
related to a 1999 agreement between the parties. The Defendant believes it has
strong legal and factual defenses, and intends to vigorously contest the claim.


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

     None during 4th quarter - see Part II Item 5 for Voting held March 7, 2001.

                                     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
OTC electronic bulletin board under the symbol "ACCR" on a limited and sometimes
sporadic basis. Quoting began in December of 1997. The reported high and low bid
prices for the common stock are shown below for the indicated periods through
December 31, 2001. The prices presented are bid prices that 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 December 31, 2001 there were approximately 352 shareholders
of record of our 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      $0.75

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

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

2001
----
First Quarter                                          $0.05      $0.13
Second Quarter                                         $0.03      $0.05
Third Quarter                                          $0.02      $0.03
Fourth Quarter                                         $0.02      $0.08


                                       5
<PAGE>

     At a special meeting on March 7, 2001, our shareholders approved an
increase in our authorized capital stock to 500,000,000 shares of common stock,
$0.001 par value, and 10,000,000 shares of preferred stock, $0.001 par value. Of
the preferred stock, 1,200 shares have been designated as Series A Convertible
Preferred Stock and 4,000 shares have been designated as Series B Convertible
Preferred Stock. Of the preferred stock, none is outstanding. The following
summary of our capital stock does not purport to be complete and is qualified in
its entirety by reference to our Amended and Restated Articles of Incorporation
and Amended and Restated Bylaws, which are included as exhibits to the
Registration Statement that became effective December 6, 2001, and the
applicable provisions of the Florida Business Corporation Act.

     Previous to March 7, 2001, we had issued 23,534,500 shares of common stock
to Grandview Court, LLP for an aggregate of $1,149,171. The shares were issued
as follows:



Date                             Number of Shares             Price
----                             ----------------             -----
1/21/01                                  2,222,222            $0.045
1/19/01                                 17,014,778            $0.045
2/12/01                                  4,297,500            $0.0657
                                      -------------
                                        23,534,500


Subsequent to our SB2 Registration becoming "effective" on 12/06/01, through
12/31/01 we issued 816,550 shares of common stock to Grandview Court, LLP for an
aggregate of $16,333.

12/12/01                                121,650               $0.029
12/17/01                                416,100               $0.028
12/19/01                                125,000               $0.025
12/24/01                                114,800               $0.025
12/27/01                                 39,000               $0.025
                                        --------
                                        816,550


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

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

Operational Background

     Formed in 1996, Access Power, Inc. provides collaboration services to the
consumer and business markets and has been a pioneer provider of global
Internet-based communications for voice and multi-media applications,
integrating the Internet and traditional telephony.


     The Company's consumer-oriented web portal, FreeWebCall.com(TM), offers a
suite of PC-to-PC collaboration services including audio, text chat, video
conferencing, document sharing and program sharing. PC-to-Phone services,
offered through FreeWebCall.com and e-button(TM), are currently not being
offered to new customers in response to market conditions.

                                       6
<PAGE>


             PowerConferenceCall(TM), scheduled for launch during the second
quarter of 2002, is a business-oriented audio conferencing service. The
introduction of PowerConferenceCall represents an expansion into the
business-oriented segment of the collaboration industry. Initially, this service
will provide audio conferencing, the largest portion of the collaboration
market, utilizing the public switched telephone network (PSTN). Longer term, we
believe that the growth of the market will continue to shift to more elaborate
product suites that will draw increasingly upon Internet-based features,
possibly including even the audio component of the conference. We will promote
and service this shift through an evolving integration of voice and data
communications technologies, drawing upon our background in the Internet-based
communications business.


Twelve Months Ended  December 31, 2001 Compared To Twelve Months Ended  December
31, 2000

     REVENUES AND COSTS OF REVENUES

     Total revenues for the twelve months ended December 31, 2001 decreased
$322,000 or 94% due to the decreased demand for the Net.Caller product that
offered flat rate calling to any telephone in a number of countries from any PC
worldwide. The company began marketing FreeWebCall.com in response to this
erosion, however market conditions limited sponsor-based revenue streams and,
for PC-to-Phone, subscriber-based revenue did not substantially develop.
Consequently, the offering of PC-to-Phone service portion of FreeWebCall to new
customers was subsequently suspended (in March, 2002). FreeWebCall.com PC-to-PC
service continues to operate without charge to subscribers.

     A new product, PowerConferenceCall, is scheduled for launch in the second
quarter of 2002; this product is aimed at the business segment of the virtual
collaboration market. In this market, revenue is typically generated solely from
the subscriber without any reliance upon sponsor-based revenue streams. (See
additional information on this product under Part I, Item 1. Description of
Business.)

     COSTS and EXPENSES (from Operations)

     Operating Costs and Expenses decreased about $1.7 million, or 23%,
generally in response to lower business volumes. About two-thirds of the
decrease is associated with two expense categories: Telecommunications expenses
decreased about $0.6 million reflecting lower business volumes; Professional
services decreased about $0.5 million, which includes fees for securities
financing services. Various other expense categories contribute to the decrease,
including Public Relations, Affiliate Commissions, Office Expense, Payroll
Expense and Interest Expense, all reflecting generally lower business volumes.

     Operating Costs and Expenses may increase generally in 2002, the extent of
which is tied most closely to the business volumes generated for
PowerConferenceCall. Examples of expense categories required to support this
product include Software Development, Depreciation on Hardware,
Telecommunications as well as Sales, Administrative and Technical Staff.

     OTHER INCOME and EXPENSE

     Other Expense (net) decreased about $2.1 million, or 85%, reflecting lower
interest costs associated with the conversion of Debentures (see Note 9 to
Financial Statements).

                                       7
<PAGE>

     No significant Other Income or Expenses are anticipated in the near future
for 2002.


     LIQUIDITY AND CAPITAL RESOURCES

     Since our inception, we have financed our operations through the proceeds
from the issuance of equity securities and loans from stockholders and others.
To date, we have raised approximately $4,340,000 from the sale of common stock
and preferred stock, and have borrowed approximately $3,958,000 from investors
and stockholders. Funds from these sources have been used as working capital to
fund the build-out of our network and for internal operations, including the
purchases of capital equipment.

     We generated negative cash flow from operating activities for the period
from inception (October 10, 1996) through December 31, 2001. We realized
negative cash from operating activities for the year ended December 31, 2001, of
($1,531,733) compared to negative cash from operating activities of ($3,145,019)
for the year 2000. Investing activities for the period from inception through
December 31, 2001 consisted primarily of equipment purchases to build out the
network.

     The timing and amount of our capital requirements will depend on a number
of factors, including demand for our products and services. At December 31,
2001, we had $3.2 million in accounts payable and accrued expenses. We signed an
amended and restated investment agreement with Grandview Court, LLC, a Cayman
Islands limited liability company, on September 19, 2001, for the future
issuance and purchase of shares of our common stock. The investment agreement
establishes what is sometimes referred to as an equity line of credit.

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

     We issued 512,000 shares of common stock in exchange for a debt repayment
and the interest due thereon in April 1999.

     We issued 2,630,000 shares of common stock upon the exercise of employee
stock options for $1,257,100 in June 1999. We issued $1,000,000 of 6%
convertible debentures in September of 1999 and $200,000 of 6% convertible
debentures in December of 1999.

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

     We issued 19,237,000 shares of common stock in January 2001 and 4,297,500
shares of common stock in February 2001, both for cash. We issued 650,000 shares
of common stock in March 2001 in settlement of a lawsuit.

     We issued 1,500,000 shares in May 2001 to secure obligations under an
investor relations agreement. In September 2001, we agreed to transfer all
rights to the shares to the service provider. We also issued options for 200,000
shares to the provider.

                                       8
<PAGE>

     In December, 2001, we issued 816,550 shares of common stock to Grandview
Court, LLP for an aggregate of $16,333, pursuant to the equity line of credit
executed in September, 2001; we have issued additional common shares in 2002 and
expect to continue issuing shares under that agreement.

     Our financing activities for the twelve months ended December 31, 2001
provided a net total of $1,368,046.



                                      II-2


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 16, 2001 are as follows:

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

      Glenn A. Smith             46      Chief Executive Officer
                                         and Director

      Bradley W. Benton          49      President, Chief Financial Officer and
                                         Director

      Maurice J. Matovich        42      Chief Operations Officer and Director

      Tod R. Smith               40      Chief Information Officer, General
                                         Counsel and Director

      Ron Tregaskis              50      Chief Technology Officer and Director

     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.

     Bradley W. Benton joined Access Power on February 1, 2002 as President and
Chief Financial Officer. Mr. Benton led 2 telecommunications-based businesses;
one as Executive Director for an AT&T business unit; another as National
Director with PricewaterhouseCoopers. He also has extensive experience managing
consulting engagements as a Principal Consultant for PricewaterhouseCoopers in
the Customer Relationship Management industry as. He also has held several
senior financial management positions, including Controller and CFO
responsibilities for AT&T's emerging cellular business.

                                        9
<PAGE>


     Howard L. Kaskel served as the Chief Financial Officer for Access Power
from 1998 through January 2002, as a limited partner with Tatum CFO Partners,
LLP, a partnership of career chief financial officers.

     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.

     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.

     Ron Tregaskis was appointed Chief Technology Officer in March, 2002. Prior
to joining Access Power as Senior Vice President in 1997, Mr. Tregaskis was an
ITS Project Manager at Matrixx Marketing, where he was responsible for the
development and maintenance of employee care systems. Previously, he was a
senior systems analyst for AT&T where he gained extensive experience with
employee health and welfare systems. During his military service with the US
Navy, he was heavily involved in computer and telecommunications systems.


ITEM 10.  EXECUTIVE COMPENSATION

     The following table sets forth certain information regarding the annual
compensation for services in all capacities to the Company for the years ended
December 31, 1999, 2000, and 2001 with respect to the Chief Executive Officer
and the Chief Financial Officer (collectively, the "Named Executive Officers"):

<TABLE>
<CAPTION>


                                                                                     Long-Term
                                                                                   Compensation
                                                Annual Compensation                   Awards
 Name and Principal Position        Year               Salary                 Outstanding Securities
                                                                                        Underlying Options (#)
 ---------------------------        ----               ------            ---------------------------------


<S>                                 <C>               <C>                            <C>
Glenn A. Smith                      2001              $96,000                        4,050,000
     Chief Executive Officer        2000               96,000                        4,650,000
                                    1999               96,000                        4,700,000

Howard Kaskel,                      2001              108,000                          893,000
     Chief Financial Officer        2000              108,000                        1,094,000
                                    1999              113,750                        1,205,500

</TABLE>

From time to time, in 2000 and 2001 and continuing into 2002, the company has
deferred and will continue to defer, the payment of compensation to its "Named
Executive Officers" and to other officers of the company.

STOCK OPTIONS

     There were no options to purchase Common Stock granted to the Named
Executive Officers during the year ended December 31, 2001. The Company did not
grant any stock appreciation rights in 2001.


                                       10
<PAGE>

     The following table summarizes the number and value of unexercised options
held by the Named Executive Officers as of December 31, 2001. The Chief
Executive Officer did not exercise any options in the year ending December 31,
2001.

                          FISCAL YEAR-END OPTION VALUES

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


Glenn A. Smith            200,000 / 0                        (1)
                        3,500,000 / 0                        (1)
                          100,000 / 0                        (1)
                          250,000 / 0                        (1)
Howard Kaskel             150,000 / 0                        (1)
                          518,000 / 0                        (1)
                           37,500 / 0                        (1)
                          187,500 / 0                        (1)

(1)  At December 31, 2001, there were no unexercised stock options that were
     in-the-money.


EMPLOYMENT AGREEMENTS

     The Company had entered into retainer and employment agreements with Howard
Kaskel, most recently on June 29, 2001. The agreement most recently provided
that Mr. Kaskel will serve as Chief Financial Officer of the Company on a
part-time basis (two days per week) for a base salary of $6,000 per month.
Additional days are paid at the rate of $1000 per day. The agreement terminated
with Mr. Kaskel's resignation on January 25, 2002. 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.

                                       11
<PAGE>

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

     As of the date of this 10-KSB, options to purchase an aggregate of
11,484,500 shares of Common Stock have been granted under the Plan and were
outstanding, including options for 4,050,000 shares of Common Stock issued to
Glenn A. Smith and options for 893,000 shares of common stock issued to Howard
L. Kaskel. Mr. Smith's options have an exercise price of $0.11 per share for
4,100,000 shares, $0.54 per share for 100,000 shares, $0.22 per share for
200,000 shares and $0.51 per share for 250,000. Mr. Kaskel's options have an
exercise price of $0.22 per share for 150,000 shares, $0.11 per share for
518,000 shares, $0.54 per share for 37,500 shares, and $0.51 per share for
187,500 shares.



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

     The following table sets forth certain information regarding the beneficial
ownership of the shares of Common Stock as of March 16, 2002, by (i) each person
who is known by the Company to be the beneficial owner of more than five percent
(5%) of the issued and outstanding shares of Common Stock, (ii) each of the
Company's directors and executive officers and (iii) all directors and executive
officers as a group: The percentages below are calculated based upon 109,370,099
shares outstanding as of March 16, 2002.


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


Glenn A. Smith, CEO                  8,874,500(1)                  7.82%
Tod Smith, CIO                       4,540,000(2)                  4.08%
Maurice Matovich, COO                4,069,000(3)                  3.66%
Bradley W. Benton, Current CFO       2,000,000                     1.83%
Howard L. Kaskel, Prior CFO          1,105,000(4)                  1.00%
Ronald Tregaskis                     1,080,000(5)                  0.99%

All Directors and Executive         21,663,500(6)                  17.54%
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.

                                       12
<PAGE>

(1)  Includes 10,400 shares of Common Stock held for a minor child and 4,050,000
     shares subject to presently exercisable options.

(2)  Includes 1,900,000 shares subject to presently exercisable options.

(3)  Includes 1,800,000 shares subject to presently exercisable options.

(4)  Includes 893,000 shares of Common Stock subject to presently exercisable
     options.

(5)  Includes 75,000 shares of Common Stock subject to presently exercisable
     options.

(6)  Please see footnotes (1) through (3) and (5). Shares of Mr. Kaskel not
     included as he had resigned prior to March 16, 2002.



ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None.

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       13
<PAGE>

10.4(b)  Employment Agreement with Howard  Kaskel dated June 29, 2001 (filed as
         Exhibit 10 to the Form 10-QSB for the  quarter ended June 30, 2001
         and is hereby incorporated by reference)

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

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

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

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

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

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

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

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

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

                                       14
<PAGE>

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

10.15    Amended and Restated Investment  Agreement  between Access Power,  Inc.
         and Grandview Court, LLC dated as of September 19, 2001 (filed as
         Exhibit 10.15 to the 2001 SB-2 and is hereby incorporated by reference)

10.16    Amended and Restated Registration  Rights Agreement between Access
         Power, Inc. and Grandview Court, LLC dated as of September 19, 2001
         (filed as Exhibit 10.16 to the 2001 SB-2 and is hereby incorporated by
         reference)

10.17    Amended and Restated Escrow Agreement between Access Power,Inc. and
         Grandview Court, LLC dated as of September 9, 2001 (filed as Exhibit
         10.17 to the 2001 SB-2 and is hereby incorporated by reference)

10.18    Amendment to Lease and Guaranty Agreements between Access Power, Inc.
         and Maguire Land Corporation dated April 1, 2000 (filed as Exhibit
         10.18 to the 2000 10-K and is hereby incorporated by reference)

23.1     Consent of Kilpatrick Stockton, LLP (filed as Exhibit 23.1 to the 2001
         SB-2 and is hereby incorporated by reference)

24.1     Power of Attorney (included in Signature Page) **

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

**   Previously-filed

               (b)  Reports on Form 8-K were filed during this period

                         None
                                      F-1

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


           FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2001


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

Balance Sheets at December 31, 2001 and 2000................................F-3

Statements of Operations for the years ended December 31, 2001 and 2000 and the
   cumulative period from October 10, 1996
   (date of inception) through December 31, 2001............................F-4

Statements of Stockholders' Equity for the years ended December 31, 2001 and
   2000 and the period from October 10, 1996 (date of inception) through
   December 31, 2001........................................................F-5

Statements of Cash Flows for the years ended December 31, 2001 and 2000 and the
   cumulative period from October 10, 1996 (date of inception) through
   December 31, 2001........................................................F-6

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

                                       15
<PAGE>


                                       F-2

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, 2001 and 2000, and the related
statements of operations, stockholders' equity, and cash flows for the years
then ended, and the cumulative period from October 10, 1996 (date of inception)
through December 31, 2001. 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 audits.

We conducted our audits in accordance with auditing standards generally accepted
in the Untied States of America. 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, 2001 and 2000, and the results of
its operations and its cash flows for the years then ended, and the cumulative
period from October 10, 1996 (date of inception) through December 31, 2001, in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in note 3 to the
consolidated financial statements, the Company has experienced net operating
losses of $3,868,417 and $7,309,775 for the years ended December 31, 2001 and
2000, respectively. At December 31, 2001, the Company continues to experience a
working capital deficit and also has a stockholders' deficit of $2,793,280.
These matters raise substantial doubt about the Company's ability to continue as
a going concern. Management's plans in regard to these matters are described in
note 2. The accompanying consolidated financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the Company be unable to continue as a going concern.

March 14, 2002

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


Maitland, Florida
March 13, 2001

                                       16
<PAGE>


                                       F-3

                               ACCESS POWER, INC.
                          (A Development Stage Company)

                                 Balance Sheets

                           December 31, 2000 and 1999

                                     Assets
<TABLE>
<CAPTION>

                                                                                               2000
                                                                      2001                  (Restated)
                                                               --------------------     --------------------
<S>                                                                        <C>                     <C>
Current assets:
       Cash                                                                $ 2,786                 $ 15,452
       Certificate of deposit                                                    -                  100,000
       Accounts receivable                                                   5,560                   56,312
       Prepaid expenses                                                     69,637                  560,993
                                                               --------------------     --------------------
                     Total current assets                                   77,983                  732,757
                                                               --------------------     --------------------

Property and equipment, net (note 3)                                       354,389                  721,724

Other assets                                                                 4,000                    8,000
                                                               --------------------     --------------------
                                                               --------------------     --------------------
                     Total assets                                        $ 436,372               $1,462,481
                                                               ====================     ====================

                 Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
       Accounts payable and accrued expenses                             3,229,652                2,154,321
       Current portion of long-term debt (note 4)                                -                  112,576
                                                               --------------------     --------------------
                                                               --------------------     --------------------
                     Total current liabilities                           3,229,652                2,266,897
                                                               --------------------     --------------------

Convertible debentures (note 5)                                                  -                  210,000
                                                               --------------------     --------------------

                     Total liabilities                                   3,229,652                2,476,897
                                                               --------------------     --------------------

Stockholders' equity (deficit) (notes 5 and 7):
       Common stock, $.001 par value, authorized 500,000,000
        shares, issued and outstanding 94,118,595 and
        53,089,389 shares in 2001 and 2000                                  94,118                   53,087
       Notes receivable, stockholders                                     (361,760)                (402,315)
       Preferred stock, $.001 par value, authorized
        10,000,000 shares, issued and outstanding 0
        shares in 2001 and 2000                                               -                        -
       Additional paid in capital                                       14,007,978               12,000,011
       Deficit accumulated during the development stage                (16,533,616)             (12,665,199)
                                                               --------------------     --------------------
                                                               --------------------     --------------------
                                                                        (2,793,280)              (1,014,416)
                                                               --------------------     --------------------
Commitments (notes 5, 6 and 7)
 Total liabilities and stockholders' equity (deficit)                    $ 436,372               $1,462,481
                                                               ====================     ====================

</TABLE>

See accompanying notes to financial statements.

                                       17
<PAGE>

                                       F-4

                               ACCESS POWER, INC.
                          (A Development Stage Company)

                            Statements of Operations

        For the years ended December 31, 2001 and 2000 and the cumulative
        period from October 10, 1996 (date of inception) through December
                                    31, 2001
<TABLE>
<CAPTION>


                                                                                For the period
                                                                               October 10, 1996
                                                                2000               through
                                               2001          (Restated)       December 31, 2001
                                           --------------   --------------   ---------------------

<S>                                                  <C>              <C>                 <C>
Revenue:
     Product sales                                   $ -              $ -                 223,881
     Services                                     19,645          341,370                 625,593
                                           --------------   --------------   ---------------------

          Total revenue                           19,645          341,370                 849,474
                                           --------------   --------------   ---------------------

Costs and expenses:
     Cost of services                                  -        1,438,776               1,803,454
     Cost of sales                                     -                -                 164,605
     Product development and marketing           541,702        1,279,330               3,241,247
     General and administrative                2,969,969        2,504,206               8,866,739
                                           --------------   --------------   ---------------------

          Total costs and expenses             3,511,671        5,222,312              14,076,045
                                           --------------   --------------   ---------------------

     Loss from operations                     (3,492,026)      (4,880,942)            (13,226,571)

Other income (expense):
     Interest income                               5,292               82                   7,672
     Interest expense (note 9)                  (239,478)      (2,428,915)             (3,165,632)
     Loss on disposal of equpiment              (142,205)               -                (149,085)
                                           --------------   --------------   ---------------------

          Total other income (expense)          (376,391)      (2,428,833)             (3,307,045)
                                           --------------   --------------   ---------------------

          Net loss                           $(3,868,417)     $(7,309,775)            (16,533,616)
                                           ==============   ==============   =====================

          Net loss per share                     $ (0.05)         $ (0.16)                  (0.45)
                                           ==============   ==============   =====================

          Weighted average number of shares   80,446,465       46,408,006              36,201,185
                                           ==============   ==============   =====================
</TABLE>

See accompanying notes to financial statements.

                                       18
<PAGE>

                                       F-5

                               ACCESS POWER, INC.
                          (A Development Stage Company)

                   Statement of Stockholders' Equity (Deficit)

 For the years ended December 31, 2001 and 2000 and the cumulative period from
         October 10, 1996 (date of inception) through December 31, 2001
<TABLE>
<CAPTION>


                                                       Common Stock      Preferred stock  Additional                      Total
                                                    -------------------------------------- Paid in    Accumulated     Stockholders'
                                       Date         Shares   Amount      Shares   Amount   Capital     Deficit           Equity
                                     ------------- ---------------------------------------------------------------- ----------------

<S>                                                <C>        <C>                            <C>                              <C>
Common stock issued to founding directors          8,000,000  $ 8,000         -       -      (7,200)              -           800
Net loss                                                   -        -         -       -           -          (5,701)       (5,701)
                                                  ------------------------------ ------- ----------- --------------- -------------

Balances at December 31, 1996                      8,000,000    8,000         -       -      (7,200)         (5,701)       (4,901)

Common stock issued for cash         05/23/1997      750,000      750         -       -      35,000               -        35,750
Common stock issued for cash         06/30/1997    1,000,000    1,000         -       -     100,000               -       101,000
Common stock issued for cash        7/97 - 10/97   1,734,000    1,734         -       -     854,573               -       856,307
Stock issuance cost                                        -        -         -       -     (75,000)              -       (75,000)
Net loss                                                   -        -         -       -           -        (426,438)     (426,438)
                                                  ------------------------------ ------- ----------- --------------- -------------

Balances at December 31, 1997                     11,484,000   11,484         -       -     907,373        (432,139)      486,718
                                                  ------------------------------ ------- ----------- --------------- -------------

Preferred stock issued for cash         5/98               -        -     1,000       1     999,999               -     1,000,000
Common stock issued as additional
 interest                            02/02/1998       50,000       50         -       -      29,950               -        30,000
Common stock issued as additional
 interest                            02/19/1998      125,000      125         -       -      84,250               -        84,375
Common stock issued as finder's fee  02/19/1998       75,000       75         -       -      24,925               -        25,000
Common stock issued for services        2/98          25,000       25         -       -      27,163               -        27,188
Common stock issued for cash         09/24/1998       50,000       50         -       -      24,950               -        25,000
Preferred stock issued for cash        11/98               -        -       100       -     100,000               -       100,000
Common stock issued for finder's fee   11/98          60,857       61         -       -      19,817               -        19,878
Preferred stock issued for cash        12/98               -        -        25       -      25,000               -        25,000
Common stock issued for investment
 banking fee                           12/98          30,000       30         -       -       9,970               -        10,000
Conversion of preferred stock to
 common stock                          12/98         425,931      426       (75)      -        (426)              -             -
Net loss                                                   -        -         -       -           -      (2,064,940)   (2,064,940)
                                                  ------------------------------ ------- ----------- --------------- -------------
                                                  ------------------------------ ------- ----------- --------------- -------------
Balances at December 31, 1998                     12,325,788   12,326     1,050       1   2,252,971      (2,497,079)     (231,781)
                                                  ------------------------------ ------- ----------- --------------- -------------

Common stock issued for cash            6/99       3,745,000    3,745         -       -   1,282,455               -     1,286,200
Preferred stock issued for cash         1/99               -        -        75       -      75,000               -        75,000
Common stock issued for finder's fee    1/99          25,777       26         -       -       6,418               -         6,444
Common stock issued for services        6/99       3,207,950    3,208         -       -     621,831               -       625,039
Common stock issued as additional
 interest                              12/99         144,204      144         -       -      19,837               -        19,981
Common stock issued to retire debt      4/99         400,000      400         -       -      49,600               -        50,000
Common issued on convertible
 debentures                            12/99       2,464,691    2,465         -       -     447,535               -       450,000
Common stock converted to preferred     9/99      (3,952,000)  (3,952)    3,952       4       3,948               -             -
Preferred stock converted to common
 stock                              1/99 - 4/99   12,886,843   12,887    (1,125)     (1)    (12,886)              -             -
Net loss                                                   -        -                 -           -      (2,503,945)   (2,503,945)
                                                  ------------------------------ ------- ----------- --------------- -------------

Balances at December 31, 1999, as
 previously reported                              31,248,253   31,249     3,952       4   4,746,709      (5,001,024)     (223,062)
Correction of error (note 8)                               -        -         -       -     354,400        (354,400)            -
                                                  ------------------------------ ------- ----------- --------------- -------------
                                                  ------------------------------ ------- ----------- --------------- -------------
Balances at December 31, 1999, as
 restated                                         31,248,253   31,249     3,952       4   5,101,109      (5,355,424)     (223,062)
                                                  ------------------------------ ------- ----------- --------------- -------------

Preferred stock converted to common
 stock                                  1/00       3,952,000    3,952    (3,952)     (4)     (3,948)              -             -
Common stock issued on exercise of
 warrants                            1/00-2/00       600,000      600         -       -      46,400               -        47,000
Common stock issued for cash         1/00-3/00       682,000      682         -       -     146,538               -       147,220
Common stock issued for services     9/00-11/00      670,000      670         -       -     165,530               -       166,200
Common stock issued on convertible
 debentures                          1/00-12/00   15,540,325   15,540         -       -   4,130,560               -     4,146,100
Common stock issued as interest      1/00-12-00      396,811      394         -       -      91,102               -        91,496
Value of warrants in excess of
 exercise price                         1/00               -        -         -       -     322,720               -       322,720
Value of beneficial conversion
 feature of debentures               1/00-9/00             -        -         -       -   2,000,000               -     2,000,000
Net loss, as restated                                      -        -         -       -           -      (7,309,775)   (7,309,775)
                                                  ------------------------------ ------- ----------- --------------- -------------

Balances at December 31, 2000, as
 restated                                         53,089,389 $ 53,087         -       -  12,000,011     (12,665,199)     (612,101)
                                                  ============================== ======= =========== =============== =============
</TABLE>

See accompanying notes to financial statements.                      (Continued)


                               ACCESS POWER, INC.
                          (A Development Stage Company)

                   Statement of Stockholders' Equity (Deficit)

 For the years ended December 31, 2001 and 2000 and the cumulative period from
         October 10, 1996 (date of inception) through December 31, 2001
<TABLE>
<CAPTION>


                                                      Common Stock         Preferred stock   Additional                 Total
                                               ------------------------  -----------------    Paid in      Accumulated Stockholders'
                                      Date     Shares         Amount      Shares   Amount     Capital       Deficit     Equity
                                     ------ -------------- ------------- ----------------- -----------------------------------------

<S>                                            <C>               <C>                        <C>                       <C>
Common stock issued
 for cash                                      24,351,050        24,352      -       -      1,146,965          -      1,171,317
Common stock issued
 for interest                                     106,101           106      -       -          4,375          -          4,481
Common stock issued
 for settlement of lawsuit                        650,000           650      -       -         37,700          -         38,350
Common stock issued for
 convertible debentures                        14,022,055        14,023      -       -        505,227          -        519,250
Common stock issued for
 services                                       1,500,000         1,500      -       -        118,500          -        120,000
Common stock issued for
 exercising warrants                              400,000           400      -       -        (39,800)         -        (39,400)
Value of beneficial conversion
 features of debentures                                                                       235,000                   235,000

Net loss                                                                                                (3,868,417)  (3,868,417)
                                            -------------- ------------- -------------------------------------------------------


Balances at December 31, 2001                  94,118,595   $ 94,118.00      -       -      14,007,978    (16,533,616)  (2,431,520)
                                            ============== ============= ==========================================================

</TABLE>

See accompanying notes to financial statements.



                                       F-6

                               ACCESS POWER, INC.
                          (A Development Stage Company)

                            Statements of Cash Flows

             For the years ended December 31, 2001 and 2000 and the
                cumulative period from October 10, 1996 (date of
                      inception) through December 31, 2001

<TABLE>
<CAPTION>

                                                                                                           For the period
                                                                                                          October 10, 1996
                                                                                            2000               through
                                                                          2001           (Restated)       December 31, 2001
                                                                     ----------------  ----------------  --------------------
<S>                                                                     <C>               <C>                    <C>
Cash flows from operating activities:
     Net loss                                                           $ (3,868,417)     $ (7,309,775)          (16,533,616)
     Adjustments to reconcile net loss to net cash
       used in operating activities:
         Depreciation and amortization                                       178,109           261,397               992,648
         Loss on disposal of property and equipment                          142,205                 -               175,546
         Stock issued for services                                           158,350           166,200             1,152,474
         Stock issued for interest                                             4,481            91,496               115,958
         Value of beneficial conversion feature of debenture                 235,000         2,000,000             2,575,000
         Value of warrants in excess of exercise price                             -           322,720               337,120
         Change in operating assets and liabilities:
              Accounts receivable                                             50,752            15,772              (112,886)
              Accounts payable and accrued expenses                        1,076,431         1,471,310             3,441,555
              Other assets                                                   491,356          (185,939)              (64,438)
              Inventory                                                            -            21,800                     -
                                                                     ----------------  ----------------  --------------------
                   Net cash used in operating activities                  (1,531,733)       (3,145,019)           (7,920,639)
                                                                     ----------------  ----------------  --------------------

Cash flows from investing activities:
     Purchase of certificate of deposit                                      100,000          (100,000)                    -
     Proceeds from sale of property and equipment                             60,543                 -               112,863
     Purchase of property and equipment                                       (9,522)         (543,555)           (1,753,606)
     Note receivable, stockholders                                                 -            53,685              (402,315)
                                                                     ----------------  ----------------  --------------------

                   Net cash provided by (used) in investing activities       151,021          (589,870)           (2,043,058)
                                                                     ----------------  ----------------  --------------------

Cash flows from financing activities:
     Proceeds from issuance of stock                                       1,171,317           194,220             4,845,594
     Proceeds from issuance of notes payable                                 309,305         3,712,576             5,726,906
     Principal payments on notes payable                                    (112,576)         (370,340)             (606,017)
                                                                     ----------------  ----------------  --------------------

                   Net cash provided by financing activities               1,368,046         3,536,456             9,966,483
                                                                     ----------------  ----------------  --------------------

                   Net change in cash                                        (12,666)         (198,433)                2,786

Cash, at beginning of period                                                  15,452           213,885                     -
                                                                     ----------------  ----------------  --------------------

Cash at end of period                                                        $ 2,786          $ 15,452                 2,786
                                                                     ================  ================  ====================
See accompanying notes to financial statements.

</TABLE>

                                       F-7

                               ACCESS POWER, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements

                           December 31, 2001 and 2000


(1)      Summary of Significant Accounting Policies

(a)      Nature of development stage operations

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

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

(b)      Property and equipment

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

         The Company reviews the carrying value of property and equipment for
         impairment whenever events and circumstances indicate that the carrying
         value of an asset may not be recoverable from the estimated future cash
         flows expected to result from its use and eventual disposition. In
         cases where undiscounted expected future cash flows are less than the
         carrying value, an impairment loss is recognized equal to an amount by
         which the carrying value exceeds the fair value of assets.

(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)


<PAGE>



                               ACCESS POWER, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements

                           December 31, 2001 and 2000


 (1),    Continued

         Development stage operations for the period ended December 31, 2001
         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, 2001, the Company
         has net operating loss carryforwards of approximately $10,000,000 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
         receivable. The Company performs periodic credit evaluations of its
         trade customers and generally does not require collateral. 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)


<PAGE>



                               ACCESS POWER, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements

                           December 31, 2001 and 2000

(1),     Continued

(g)      Cash Flows

         For purposes of cash flows, the Company considers all highly liquid
         investments 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 Company has earned revenues and plans to earn revenue by providing
         access to its internet telephony system (access revenue) for long
         distance calls placed by the Company's customers and those of other
         carriers within the Company's service area (long distance). Access
         revenue is billed one month in advance and is recognized when earned.
         Long distance revenue is recognized when the service is rendered.
         Equipment sales were recognized on delivery of the equipment to the
         customer.

         The Company also earns revenue from business services and electronic
         commerce transactions. Business services revenues include fees. License
         revenues for enterprise services are recognized under Statement of
         Position No. 97-2, "Software Revenue Recognition" (SOP 97-2) when
         persuasive evidence of an arrangement exists and delivery has occurred,
         provided the fee is fixed and determinable, collectibility is probable
         and the arrangement does not require significant customization of the
         software. For contracts with multiple elements, and for which
         vendor-specific objective evidence of fair value for the undelivered
         elements exists, revenue is recognized for the delivered elements based
         upon the residual contract value as prescribed by Statement of Position
         No. 98-4, "Modification of SOP No. 97-2 with Respect to Certain
         Transactions." Revenues from enterprise services were not significant
         for all periods presented. Maintenance revenues for enterprise services
         are recognized ratably over the term of the contract. Revenues from
         advertising are recognized by the Company during the period the
         advertising occurs.

         The Company is presently operating in this one business segment and
         only in the United States. (Continued)


<PAGE>



                               ACCESS POWER, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements

                           December 31, 2001 and 2000


(1),     Continued

(j)      Loss Per Common Share

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

(k)      Software and Development Costs

         The Company capitalizes purchased software which is ready for service
         and software development costs incurred from the time technological
         feasibility of the software is established until the software is ready
         for use to provide services to customers. Research and development
         costs and other computer software maintenance costs related to software
         development are expensed as incurred. Software cost capitalized through
         December 31, 2001 amounts to $403,257 and is depreciated over three
         years.

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

(l)      Stock-Based Compensation

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

<PAGE>




                               ACCESS POWER, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements

                           December 31, 2001 and 2000

(1),     Continued

(m)      Comprehensive Income

         In 1998, the Company adopted the provisions of Statement of Financial
         Accounting Standards No. 130, "Reporting Comprehensive Income." For the
         years ended December 31, 2001 and 2000, the Company has no items of
         comprehensive income.

(n)      Recent Accounting Pronouncements

         In December 1999, the Securities and Exchange Commission (SEC) issued
         Staff Accounting Bulletin No. (SAB 101), "Revenue Recognition in
         Financial Statements." SAB 101 summarizes the SEC's views in applying
         generally accepted accounting principles to revenue recognition in
         financial statements. The Company adopted SAB 101 in the fourth quarter
         of fiscal 2000. The adoption of SAB 101 did not have a material effect
         on the Company's operations or financial position.

         In April 2000, the Financial Accounting Standards Board issued FASB
         Interpretation No. 44, "Accounting for Certain Transactions Involving
         Stock Compensation, an interpretation of APB Opinion No. 25." Among
         other issues, that interpretation clarifies the definition of employees
         for purposes of applying Opinion No. 25, the criteria for determining
         whether a plan qualifies as a non-compensatory plan, the accounting
         consequence of various modifications to the terms of a previously fixed
         stock option or award and the accounting for an exchange of stock
         compensation awards in a business combination. This interpretation is
         effective July 1, 2000, but certain conclusions in the interpretation
         cover specific events that occur after either December 15, 1998 or
         January 12, 2000. To the extent that this interpretation covers events
         occurring during the period after December 15, 1998, or January 12,
         2000, but before the effective date of July 1, 2000, the effect of
         applying this interpretation is recognized on a prospective basis from
         July 1, 2000. The implementation of this interpretation does not have a
         material impact on the Company's financial statements.

         SFAS No. 133, "Accounting for Derivative Instruments and Hedging
         Activities," is required to be adopted in years beginning after June
         15, 2000. The Company does not hold derivative instruments or engage in
         hedging activities. The Company implemented Statement 133 beginning in
         the first quarter of its fiscal year ending December 31, 2001, with no
         effect on its financial position, results of operations or cash flows.

<PAGE>




                               ACCESS POWER, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements

                           December 31, 2001 and 2000


(2)      Going Concern

         The Company's consolidated financial statements have been presented on
         a going concern basis which contemplates the realization and the
         satisfaction of liabilities in the normal course of business. As more
         fully described below, the liquidity of the Company has been adversely
         affected by significant losses from operations. The Company reported
         net losses of $3,868,417 and $7,309,775 for the years ended December
         31, 2001 and 2000, respectively. Additionally, there is a stockholders'
         deficit of $2,793,280 at December 31, 2001.

         These conditions raise substantial doubt about the Company's ability to
         continue as a going concern without additional capital contributions
         and/or achieving profitable operations. Management's plans are to
         generate additional revenue from other services and to raise additional
         capital through either debt or equity instruments. In this regard, in
         March 2002, management announced the scheduled launch of a new service;
         and management secured access to equity financing pursuant to an SEC
         registration that became effective in December, 2001.


(3)      Property and Equipment

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

                                                                                           2001               2000
                                                                                      ----------------  -----------------

             <S>                                                                            <C>                <C>
             Office furniture and equipment                                                 $ 101,667          $ 101,667
             Computer hardware                                                                669,031            861,821
             Computer software                                                                403,257            403,257
                                                                                      ----------------  -----------------
                                                                                                        -----------------
                                                                                            1,173,955          1,366,745
                    Less accumulated depreciation and amortization                            819,566            645,021
                                                                                      ----------------  -----------------
                                                                                                        -----------------

                                                                                            $ 354,389          $ 721,724
                                                                                      ================  =================

</TABLE>


<PAGE>


                               ACCESS POWER, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements

                           December 31, 2001 and 2000


(4)      Notes Payable

         Notes payable consist of the following at December 31,:
<TABLE>
<CAPTION>

                                                                                          2001               2000

             <S>                                                                      <C>                    <C>
             Promissory  notes to stockholders  bearing  interest at 6% - 8% payable
             on demand.  Unsecured.                                                    $        -            $ 112,576

             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.
                                                                                                 -                  -
                                                                                     ----------------   ---------------
                                                                                                 -             112,576
                    Less current portion                                                         -             112,576
                                                                                     ----------------   ---------------
                    Long-term debt, less current portion                               $        -         $        -
                                                                                     ================   ===============
</TABLE>


(5)      6% Convertible Debenture

         $1,000,000, $200,000, and $800,000 6% Convertible Debentures were sold
         on September 30, 1999, December 30, 1999, and January 18, 2000,
         respectively. They are convertible into common stock by dividing each
         $100,000 debenture by the lower of 75% of the average of the three
         lowest closing bid prices during the preceding 22 trading days or 110%
         of such average price on September 30, 1999 ($0.42), subject to certain
         adjustments. $2,500,000, $100,000, $100,000, $100,000 6% Convertible
         Debentures were sold on February 29, 2000, August 14, August 30 and
         September 15, 2000, respectively. They are convertible into common
         stock by dividing each $100,000 debenture by the lower of 80% of the
         average of the three lowest closing bid prices during the preceding 22
         trading days or 110% of such average price on February 28, 2000
         ($2.20), subject to certain adjustments. As of December 31, 2001,
         $5,109,250 of the convertible debentures had been converted into
         32,027,071 common shares including shares converted representing
         accrued interest to the conversion dates.

         Accordingly, the Company recorded $235,000 and $2,322,720 non-cash
         expense during the years ended December 31, 2001 and 2000,
         respectively, to account for a beneficial conversion feature associated
         with the debentures. The Company has presented the charge as interest
         expense in the accompanying consolidated statements of operations.


<PAGE>



                               ACCESS POWER, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements

                           December 31, 2001 and 2000


(6)      Commitments

         The Company leases its office space under a non-cancellable operating
         lease with a remaining term of less than one year.


         Rent expense for the years ended December 31, 2001 and 2000 amounted to
         $66,960 and $53,064, respectively.

(7)      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, 2001 amounted to 2,100,500
         at an average price of $.33. There were no incentive stock options
         granted during 2001.

         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:



<PAGE>



                               ACCESS POWER, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements

                           December 31, 2001 and 2000

(7)      Stock Options (Continued)

<TABLE>
<CAPTION>

                                                                                                For the period
                                                                                               October 10, 1996
                                            Year ended                 Year ended                  through
                                         December 31, 2001         December 31, 2000          December 31, 2001
                                     -------------------------- ------------------------- ---------------------------

<S>                                             <C>                       <C>                          <C>
Pro forma net loss:
          As reported                           $(3,868,417)              $(7,309,775)                 (16,533,616)
          Pro forma                              (3,868,417)               (7,309,775)                 (16,533,616)
Pro forma net loss per share
           As reported                                 (.05)                    (0.16)                       (0.45)
           Pro forma                                   (.05)                    (0.16)                       (0.45)
</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.


<PAGE>



                               ACCESS POWER, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements

                           December 31, 2001 and 2000


(8)      Selected Financial Data (Unaudited)

         The following is a summary of the quarterly results of operations for
         the years ended December 31, 2001 and 2000, respectively:
<TABLE>
<CAPTION>

                                             Quarter ended     Quarter ended    Quarter ended     Quarter ended     Year ended
                                               March 31,         June 30,       September 30,     December 31,     December 31,
                                               ---------         --------       -------------     ------------     ------------
2001

<S>                                                 <C>                 <C>              <C>             <C>             <C>
Revenues                                            $ 7,907             9,452            2,506           40,238          60,103
Gross profit                                          7,907             9,452            2,506           40,238          60,103
Net earnings from operations                     (1,150,803)         (555,015)        (386,180)      (1,400,028)     (3,492,026)
Basic and fully diluted
   earnings per share                                 (0.02)            (0.01)           (0.00)           (0.02)          (0.05)
Weighted-average number of
   shares issued and outstanding                 73,735,381        89,206,064       92,761,328       93,439,961      80,446,425

2000

Net revenues                                      $ 145,611           108,556           66,709           20,494         341,370
Gross profit                                        145,611           108,556           66,709           20,494         341,370
Net earnings from operations                     (1,150,839)       (1,154,414)      (1,227,805)      (1,347,884)     (4,880,942)
Basic and fully diluted
   earnings per share                                 (0.04)            (0.03)           (0.03)           (0.07)          (0.16)
Weighted-average number of
   shares issued and outstanding                  31,688,258      39,189,807        43,971,501      50,292,651       46,408,006

</TABLE>

(9)      Prior Period Adjustment

         The financial statements for the year ended December 31, 2000 have been
         restated to reflect charges of $2,322,720 for additional interest
         expense related to the beneficial conversion feature of convertible
         debentures and warrants as required under Emerging Issues Task Force
         98-5.


                                                                     (Continued)



<PAGE>



                               ACCESS POWER, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements

                           December 31, 2001 and 2000


(9)      Prior Period Adjustment (Continued)

         The effects of this prior period adjustment for the year ended December
         31, 2000 are as follows:



Loss from operations:
         As previously reported                      $ (4,880,942)
         As restated                                   (4,880,942)
Net loss:
         As previously reported                        (4,987,055)
         As restated                                   (7,309,775)
Net loss per share:
         As previously reported                             (0.11)
         As restated                                        (0.16)
Accumulated deficit:
         As previously reported                        (9,988,079)
         As restated                                  (12,665,199)





<PAGE>


                                   SIGNATURES


     In accordance with Section 13 or 15(d) of the Exchange Act, the Company
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized on March 31, 2002.

                                       ACCESS POWER, INC.


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



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

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

  /s/ Bradley W. Benton
----------------------------       Chief Financial Officer
Bradley W. Benton                  (principal financial and accounting officer)


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


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


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