SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                               FORM 10-KSB/A No. 5



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

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

                        Commission File Number ___-_____

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

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

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

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

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

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

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.    Yes /X/    No / /

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not  contained  in this  form and will not be  contained,  to the best of
registrant's   knowledge,   in  definitive   proxy  or  information   statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB.       /X/

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

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

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

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

                       DOCUMENTS INCORPORATED BY REFERENCE
None.

<PAGE>
                                    PART II


ITEM 7.  FINANCIAL STATEMENTS

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



                                       2
<PAGE>



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


           FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2000


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

Independent Auditors' Report................................................F-3


Balance Sheets at December 31, 2000 and 1999................................F-4

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

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

Statements of Cash Flows for the years ended
   December 31, 2000 and 1999 and the cumulative period
   from October 10, 1996 (date of inception) through
   December 31, 2000........................................................F-7

Notes to Financial Statements...............................................F-8




                                       F-1

<PAGE>


<PAGE>
                          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, 2000 and 1999,  and the related
statements of  operations,  stockholders'  equity,  and cash flows for the years
then ended, and the cumulative  period from October 10, 1996 (date of inception)
through December 31, 2000. These financial  statements are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of  Access  Power,  Inc.  (a
development  stage company) as of December 31, 2000 and 1999, and the results of
its operations  and its cash flows for the years then ended,  and the cumulative
period from October 10, 1996 (date of inception)  through  December 31, 2000, in
conformity with generally accepted accounting principles.


The 1999 financial  statements have been restated for a prior period  adjustment
for  the  effect  of  the  beneficial  conversion  feature  of  the  convertible
debentures as disclosed in note 8.



/s/ PARKS, TSCHOPP, WHITCOMB & ORR, P.A.


March 13, 2001
Maitland, Florida


                                      F-2
<PAGE>


                               ACCESS POWER, INC.
                          (A Development Stage Company)

                                 BALANCE SHEETS

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

                                                                                       2000                  1999
                                                                                    -----------           -----------
<S>                                                                                 <C>                   <C>
Current assets:
Cash                                                                                   $ 15,452             $ 213,885
    Certificate of deposit                                                              100,000                     -
    Accounts receivable                                                                  56,312               179,410
    Prepaid expenses                                                                    560,993               263,638
    Inventory                                                                                 -                21,800
                                                                                    -----------           -----------
           Total current assets                                                         732,757               678,733
                                                                                    -----------           -----------
Property and equipment, net (note 2)                                                    721,724               439,656
Other assets                                                                              8,000                12,000
                                                                                    -----------           -----------
           Total assets                                                             $ 1,462,481           $ 1,130,389
                                                                                    ===========           ===========

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

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

Long-term debt, less current portion (note 3)                                                 -               207,484
Convertible debentures (note 4)                                                         210,000               750,000
                                                                                    -----------           -----------
           Total liabilities                                                          2,476,897             1,809,451
                                                                                    -----------           -----------
Stockholders' equity:
    Common stock, $.001 par value, authorized 100,000,000 shares, issued and
        outstanding 53,089,389 and 31,248,253 shares in 2000 and 1999                    53,087                31,249
    Notes receivable, stockholders                                                     (402,315)             (456,000)
    Preferred stock, $.001 par value, authorized 10,000,000 shares, issued and
        outstanding none and 3,952 shares in 2000 and 1999                                    -                     4
    Additional paid in capital                                                       12,000,011             5,101,109
    Deficit accumulated during the development stage                                (12,665,199)           (5,355,424)
                                                                                    -----------           -----------
                                                                                     (1,014,416)             (679,062)
                                                                                    -----------           -----------
Commitments (notes 3 and 4)

           Total liabilities and stockholders' equity                               $ 1,462,481           $ 1,130,389
                                                                                    ===========           ===========
</TABLE>

See accompanying notes to financial statements.



                                      F-3
<PAGE>
<TABLE>
<CAPTION>

                                                    ACCESS POWER, INC.
                                               (A Development Stage Company)
                                                 Statements of Operations
                         For the years ended December 31, 2000 and 1999 and the cumulative period

                                                                                                                   For the period
                                                                                                                  October 10, 1996
                                                                                                                        through
                                                                      2000                     1999               December 31, 2000
                                                                -------------              ----------             -----------------
<S>                                                             <C>                        <C>                       <C>
Revenue:
     Product sales                                              $           -                   9,450                    223,881
     Services                                                         341,370                 170,601                    565,490
                                                                -------------              ----------                -----------
         Total revenue                                                341,370                 180,051                    789,371
                                                                -------------              ----------                -----------
Costs and expenses:
Cost of services                                                    1,438,776                 328,378                  1,803,454
Cost of sales                                                               -                   2,955                    164,605
Product development and marketing                                   1,279,330                 687,359                  2,699,545
General and administrative                                          2,504,206               1,642,134                  5,856,312
                                                                -------------              ----------                -----------

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

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

Other income (expense):
Interest income                                                            82                       -                      2,380
Interest expense                                                   (2,428,915)               (370,690)                (2,926,154)
Loss on disposal of equipment                                               -                  (6,880)                    (6,880)
                                                                -------------              ----------                -----------
         Total other income (expense)                              (2,428,833)               (377,570)                (2,930,654)

         Net loss                                              $   (7,309,755)            $(2,858,345)              $(12,665,199)
                                                                =============              ==========                ============

         Net loss per share                                    $        (0.16)            $     (0.11)              $      (0.50)
                                                                =============              ==========                ============
         Weighted average number of shares                         46,408,006              25,174,029                 25,139,875
                                                                =============              ==========                ===========
</TABLE>

See accompanying notes to financial statements.


                                                               F-4
<PAGE>


                                                         ACCESS POWER, INC.
                                                   (A Development Stage Company)

<TABLE>
<CAPTION>
                                                 STATEMENT OF STOCKHOLDERS' EQUITY

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


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

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

Common stock issued for cash                       5/23/97              750,000           750        --           --
Common stock issued for cash                       6/30/97            1,000,000         1,000        --           --
Common stock issued for cash                       7/97 - 10/97       1,734,000         1,734        --           --
Stock issuance cost                                                        --            --          --           --
Net loss                                                                   --            --          --           --
                                                                    -----------      --------     -------      ------
Balances at December 31, 1997                                        11,484,000        11,484        --           --
                                                                    -----------      --------     -------      ------

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

Common stock issued for cash                       6/99               3,745,000         3,745        --           --
Preferred stock issued for cash                    1/99                    --            --            75         --
Common stock issued for finder's fee               1/99                  25,777            26        --           --
Common stock issued for services                   6/99               3,207,950         3,208        --           --
Common stock issued as additional interest         12/99                144,204           144        --           --
Common stock issued to retire debt                 4/99                 400,000           400        --           --
Common issued on convertible debentures            12/99              2,464,691         2,465        --           --
Common stock converted to preferred                9/99              (3,952,000)       (3,952)      3,952           4
Preferred stock converted to common stock          1/99 - 4/99       12,886,843        12,887      (1,125)         (1)
Net loss                                                                   --            --          --           --
                                                                    -----------      --------     -------      ------
Balances at December 31, 1999 as previously reported                 31,248,253        31,249       3,952           4
Prior period adjustment (note 8)                                           --            --          --           --
                                                                    -----------      --------     -------      ------
Balances at December 31, 1999, as restated                           31,248,253        31,249       3,952           4
                                                                    -----------      --------     -------      ------


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

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

<PAGE>

<TABLE>
<CAPTION>

                                                 STATEMENT OF STOCKHOLDERS' EQUITY

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


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

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

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

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

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

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

Common stock issued for cash                         1,282,455             --          1,286,200
Preferred stock issued for cash                         75,000             --             75,000
Common stock issued for finder's fee                     6,418             --              6,444
Common stock issued for services                       621,831             --            625,039
Common stock issued as additional interest              19,837             --             19,981
Common stock issued to retire debt                      49,600             --             50,000
Common issued on convertible debentures                447,535             --            450,000
Common stock converted to preferred                      3,948             --               --
Preferred stock converted to common stock              (12,886)            --               --
Net loss                                                  --         (2,503,945)      (2,503,945)
                                                   -----------      -----------      -----------
Balances at December 31, 1999, as previously         4,746,709       (5,001,024)        (223,062)
   reported
Prior period adjustment (note 8)                       354,400         (354,400)            --
                                                   -----------      -----------      -----------
Balances at December 31, 1999, as restated          5,101,109        (5,355,424)        (223,062)
                                                   -----------      -----------      -----------

Preferred stock converted to common stock               (3,948)            --               --
Common stock issued on exercise of warrants             46,400             --             47,000
Common stock issued for cash                           146,538             --            147,220
Common stock issued for services                       165,530             --            166,200
Common stock issued on convertible debentures        4,130,560             --          4,146,100
Common stock issued as interest                         91,102             --             91,496
Value of warrants in excess of exercise price          322,720             --            322,720
Value of beneficial conversion feature of
   debentures                                        2,000,000             --          2,000,000
Net loss                                                  --         (7,309,775)      (7,309,775)
                                                   -----------      -----------      -----------

Balances at December 31, 2000                       12,000,011      (12,665,199)        (612,101)
                                                   ===========      ===========      ===========
</TABLE>


                                      F-5
<PAGE>



                               ACCESS POWER, INC.
                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS

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

<TABLE>
<CAPTION>
                                                                                             FOR THE PERIOD OCTOBER
                                                                                               10, 1996 THROUGH
                                                                2000             1999          DECEMBER 31, 2000
                                                          --------------------------------------------------------
<S>                                                        <C>              <C>                 <C>
Cash flows from operating activities:
    Net loss                                               $(7,309,755)     $(2,858,345)        $(12,665,199)
    Adjustments to reconcile net loss to net cash
      used in operating activities:
        Depreciation and amortization                          261,397          204,323              814,539
        Loss on disposal of property and equipment                   -            6,880               33,341
        Stock issued for services                              166,200          631,483              994,124
        Stock issued for interest                               91,496           19,981              111,477
        Value of beneficial conversion feature of
           debentures                                        2,000,000          340,000            2,340,000
        Value of warrants in excess of exercise price          322,720           14,400              337,120
        Change in operating assets and liabilities:
           Accounts receivable                                  15,772         (150,265)            (163,638)
           Accounts payable and accrued expenses             1,471,310         (173,025)           2,282,074
           Other assets                                       (185,939)        (263,638)            (472,744)
           Inventory                                            21,800              (30)                   -
                                                          --------------------------------------------------------
               Net cash used in operating activities        (3,145,019)      (2,228,236)          (6,388,906)
                                                          --------------------------------------------------------
Cash flows from investing activities:
    Purchase of certificate of deposit                        (100,000)               -             (100,000)
    Proceeds from sale of property and equipment                     -           12,050               52,320
    Purchase of property and equipment                        (543,555)         (50,864)          (1,744,084)
    Note receivable, stockholders                               53,685         (425,209)            (402,315)
                                                          --------------------------------------------------------
               Net cash used in investing activities          (589,870)        (464,023)          (2,194,079)
                                                          --------------------------------------------------------
Cash flows from financing activities:
    Proceeds from issuance of stock                            194,220        1,411,200            3,674,277
    Proceeds from issuance of notes payable                  3,712,576        1,575,000            5,417,601
    Principal payments on notes payable                       (370,340)        (113,112)            (493,441)
                                                          --------------------------------------------------------
               Net cash provided by financing activities     3,536,456        2,872,988            8,598,437
                                                          --------------------------------------------------------
               Net change in cash                             (198,433)         180,729               15,452
Cash, at beginning of period                                   213,885           33,156                    -
                                                          --------------------------------------------------------
Cash at end of period                                     $     15,452         $213,885              $15,452
                                                          ========================================================
</TABLE>

See accompanying notes to financial statements.



                                      F-6
<PAGE>



                               ACCESS POWER, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2000


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

    (a)  NATURE OF DEVELOPMENT STAGE OPERATIONS

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

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

    (b)  PROPERTY AND EQUIPMENT

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

         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.




                                      F-7
<PAGE>

                               ACCESS POWER, INC.

                          (A Development Stage Company)


                          NOTES TO FINANCIAL STATEMENTS


                                December 31, 2000

(1), Continued

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


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

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

    (f)  USE OF ESTIMATES

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

                                      F-8
<PAGE>

(1), Continued

    (g)  CASH FLOWS

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


    (h)  PREPAID OFFERING COSTS

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

    (i)  REVENUE RECOGNITION

         The 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.


                                      F-9
<PAGE>



                               ACCESS POWER, INC.

                          (A Development Stage Company)


                          NOTES TO FINANCIAL STATEMENTS


                                December 31, 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, 2000 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).




                                      F-10
<PAGE>

(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,  2000 and 1999,  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.


                                      F-11

<PAGE>

                               ACCESS POWER, INC.

                          (A Development Stage Company)


                          NOTES TO FINANCIAL STATEMENTS


                                December 31, 2000


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

         Property and equipment consist of the following at December 31:


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

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

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

         Notes payable consist of the following at December 31,:

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

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

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

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

         $1,000,000,  $200,000, and $800,000 6% Convertible Debentures were sold
         on  September  30,  1999,  December  30,  1999,  and January 18,  2000,
         respectively.  They are convertible  into common stock by dividing each
         $100,000  debenture  by the  lower of 75% of the  average  of the three
         lowest  closing bid prices during the preceding 22 trading days or 110%
         of such average price on September 30, 1999 ($0.42), subject to certain
         adjustments.  $2,500,000,  $100,000,  $100,000, $100,000 6% Convertible
         Debentures  were sold on February  29, 2000,  August 14,


                                      F-12
<PAGE>



                               ACCESS POWER, INC.

                          (A Development Stage Company)


                          NOTES TO FINANCIAL STATEMENTS


                                December 31, 2000


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

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


         Accordingly,  the Company  recorded  $2,322,720  and $354,400  non-cash
         expense   during  the  years   ended   December   31,  2000  and  1999,
         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.


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

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


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


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

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

         In 1997, the Company  established  an incentive  stock option plan (the
         Plan) to provide an incentive  to key  employees of the Company who are
         in a position to  contribute  materially to expanding and improving the
         Company's  profits,  to aid in attracting  and  retaining  employees of
         outstanding ability and to encourage ownership of shares by employees.

                                      F-13
<PAGE>


                               ACCESS POWER, INC.

                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2000


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

         The Plan was amended in March,  1998 to  increase  the number of shares
available for issuance  thereunder  from  1,000,000 to 2,500,000  shares.  Total
options  granted  through  December 31, 2000 amounted to 2,100,500 at an average
price of $.33. There were no incentive stock options granted during 2000.

         The Plan is designed to serve as an incentive for  retaining  qualified
and  competent  employees.  The  Company's  Board of  Directors,  or a committee
thereof,  administers  and  interprets  the  Plan  and  is  authorized,  in  its
discretion,  to  grant  options  thereunder  to all  eligible  employees  of the
Company,  including  officers and  directors  (whether or not  employees) of the
Company. The per share exercise price of options granted under the Plan will not
be less than the fair  market  value of the  common  stock on the date of grant.
Options  granted under the Plan will be exercisable  after the period or periods
specified  in the  option  agreement.  The Board  may,  in its sole  discretion,
accelerate the date on which any option may be exercised.  Options granted under
the Plan are not exercisable  after the expiration of ten years from the date of
grant and are  nontransferable  other than by will or by the laws of descent and
distribution.  The Company recognizes  compensation  expense for options granted
under the Plans based on the  difference  between the quoted market price of the
Company's  stock at the date of grant and the  amount the  employee  must pay to
acquire the stock. No  compensation  cost has been recognized for employee stock
options which had been granted to date. Had compensation cost for the Plans been
determined  based on the fair value at the date of grant for awards  under those
Plans, consistent with the method prescribed by SFAS 123, the Company's net loss
and net loss per share  would  have  been  increased  to the pro  forma  amounts
indicated below:


<TABLE>
<CAPTION>
                                                                                            For the period
                                                                                              October 10, 1996
                                                 Year ended             Year ended                through
                                                December 31,           December 31,             December 31,
                                                    2000                   1999                    2000
                                            ------------------      ------------------      --------------------
<S>                                            <C>                     <C>                     <C>  <C>
        Pro forma net loss:
        As reported                            $ (7,309,775)           $ (2,858,345)           $  (12,665,199)
        Pro forma                                (7,309,775)             (2,913,334)              (12,787,960)
        Pro forma net loss per share
        As reported                                   (0.16)                  (0.11)                    (0.50)
        Pro forma                                     (0.16)                  (0.11)                    (0.50)
</TABLE>

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


                                      F-14
<PAGE>


                               ACCESS POWER, INC.

                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2000

(7)      SELECTED FINANCIAL DATA (UNAUDITED)

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

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

Net revenues                                 $   145,611          108,556           66,709            20,494           341,370
Gross profit                                     145,611          108,556           66,709            20,494           341,370
Net earnings from operations                  (1,150,839)      (1,154,414)      (1,227,805)       (1,347,884)       (4,880,942)
Basic and fully diluted
   earnings per share                              (0.04)           (0.03)           (0.03)            (0.07)            (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

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


                                      F-15

<PAGE>


(8)      PRIOR PERIOD ADJUSTMENT

         The  balance of  accumulated  deficit  at  December  31,  1999 has been
restated from amounts  previously  reported to reflect a  retroactive  charge of
$354,400 for additional  interest  expense related to the benefitial  conversion
feature of convertible  debentrues as required under Emerging  Issues Task Force
98-5.

                                      F-16

<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 November 16, 2001.

                                       ACCESS POWER, INC.


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



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

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

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


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


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


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