SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                  FIRST AMENDED
                                   FORM 10-KSB

[X]     ANNUAL  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF  1934

                    FOR THE FISCAL YEAR ENDED APRIL 30, 2001


[   ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT  OF  1934

       For the transition period from _______________ to _______________.


                         COMMISSION FILE NUMBER 0-29356

                       SOUTHERN STATES POWER COMPANY, INC.
             (Exact name of registrant as specified in its charter)

                           DELAWARE                   33-0312389
              (State or other jurisdiction of     (I.R.S. Employer
             incorporation or organization)       Identification No.)

             3400 INLAND EMPIRE BOULEVARD, SUITE 101
                      ONTARIO, CALIFORNIA                   91764
             (Address of principal executive offices)     (Zip Code)


      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE    (909) 476-3575


     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.     Yes    X     No.
                                                        ----

     Check  if  there is no disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-B  is  not  contained  in this form, and no disclosure will 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.  [   ]

     State  issuer's  revenues  for  its most recent fiscal year.       $33,197.

     State  the  aggregate  market  value of voting and non-voting common equity
held  by  non-affiliates  computed by reference to the price at which the common
equity  was  sold, or the average bid and asked prices of such common equity, as
of  a  specified  date within the past 60 days.  (See definition of affiliate in
rule  12b-2  of  the  Exchange  Act.)  $4,275,770, based on the closing price of
$0.11  for  the  common  stock  on  August  16,  2001.

     Indicate  the  number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.  As of April 30, 2001, there
were  15,658,933  shares  of  common  stock,  par  value  $0.001,  issued  and
outstanding.  As  of  August  16,  2001,  there were 50,753,141 shares of common
stock,  par  value  $0.001,  issued  and  outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

     If  the following documents are incorporated by reference, briefly describe
them and identify the part of the form 10-KSB (e.g., Part I, Part II, etc.) into
which  the  document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").  The listed
documents  should be clearly described for identification purposes (e.g., annual
report  to  security  holders  for  fiscal year ended December 24, 1990).  None.

                     Transitional Small Business Disclosure
                               Format (check one):

                             Yes _____     No __X__
                                                -

<PAGE>
                       SOUTHERN STATES POWER COMPANY, INC.

                                TABLE OF CONTENTS
                                -----------------


                                     PART I

Item  1          Description  of  Business

Item  2          Description  of  Property

Item  3          Legal  Proceedings

Item  4          Submission  of  Matters  to  a  Vote  of  Security  Holders


                                     PART II

Item  5          Market  for  Common  Equity  and  Related  Stockholder  Matters

Item  6          Management's  Discussion  and  Analysis  or  Plan of Operations

Item  7          Financial  Statements

Item  8          Changes In and Disagreements With Accountants on Accounting and
                 Financial Disclosure


                                    PART III

Item  9          Directors,  Executive  Officers, Promoters and Control Persons;
                 Compliance  with Section  16(a)  of  the  Exchange  Act.

Item  10         Executive  Compensation

Item  11         Security Ownership of Certain Beneficial Owners and Management.

Item  12         Certain  Relationships  and  Related  Transactions.

Item  13         Exhibits  and  Reports  on  Form  8-K.



<PAGE>
                                     PART I

This Annual Report includes forward-looking statements within the meaning of the
Securities Exchange Act of 1934 (the "Exchange Act"). These statements are based
on  management's beliefs and assumptions, and on information currently available
to  management.  Forward-looking  statements  include the information concerning
possible  or assumed future results of operations of the Company set forth under
the  heading  "Management's  Discussion  and  Analysis of Financial Condition or
Plan  of Operation." Forward-looking statements also include statements in which
words  such as "expect," "anticipate,"  "intend," "plan," "believe," "estimate,"
"consider"  or  similar  expressions  are  used.

Forward-looking  statements  are  not  guarantees  of  future performance.  They
involve  risks, uncertainties and assumptions.  The Company's future results and
shareholder  values  may  differ  materially  from  those  expressed  in  these
forward-looking  statements.  Readers are cautioned not to put undue reliance on
any  forward-looking  statements.

ITEM  1  -  DESCRIPTION  OF  BUSINESS

HISTORY

     We  were  incorporated  in  Delaware on August 31, 1998 as Pascal Ventures,
Inc.

     On  July  13, 1998, the Company entered into a Share Exchange Agreement and
Plan  of  Reorganization  with  Southern States Power Company, Inc., a Louisiana
corporation,  and the Company changed its name to Southern States Power Company,
Inc.

     In  1998, we acquired leasehold interests in Louisiana which produced crude
oil,  and  contractual  rights  to  natural gas production in the same area.  In
1999,  we  wrote  off  this  investment.

     In  1999,  we  purchased  a  plant  in  Sinoloa,  Mexico for the purpose of
extracting  oil  from  soy beans to be grown in the area, and converting the oil
into  biodiesel.  We  also entered into a joint venture in Otay Mesa, Mexico for
the  development  of an electric vehicle and fuel efficient manufacturing plant.
The  plants  ceased  operations  in  1999.

     In  October  2000,  we  moved  our corporate headquarters from Louisiana to
Ontario,  California. We began construction of our biodiesel plant in the fourth
quarter  of  this  year,  and  have  been  acting  as a reseller of biodiesel to
customers  in  California  and  Arizona.

BUSINESS  OVERVIEW

     We  have  divided  our  business into two divisions.  The Alternative Fuels
Division  which  is  responsible  for  the production, sales and distribution of
biodiesel,  and  the Energy Division which is devoted to the generation of power
using  alternative  fuel products.  We are principally involved in the following
areas  of  product  development:

-     The  distribution  of  biodiesel  fuels  under  the  name  brand OxyG B-60
Biodiesel  utilizing  agricultural  products  and  used  vegetable  oils  from
restaurants  to  produce  biodiesel;

-     Research  and  development  of products to reduce diesel engine emissions,
and  development  of  fuel  cell  technology;  and

                                        2
<PAGE>

-     Electric power generation for the new energy deregulation utility markets,
and  improved energy production from renewable energy sources. The United States
Environmental  Protection  Agency (USEPA) and the California Air Resources Board
(CARB)  have  approved OxyG B-60 Biodiesel for sales and marketing in California
and  the  United  States.

The  Alternative  Fuels  Division
---------------------------------

     The primary function of our Alternative Fuels Division is to produce, sell,
and distribute biodiesel.  Biodiesel is a diesel fuel made from a vegetable oil,
rather  than a petrochemical oil base, and has been officially designated by the
United  States  Environmental Protection Agency as an alternative fuel under the
Energy  Policy  Act  of 1992.  Biodiesel is a unique alternative fuel because it
can  be  used  in  diesel  engines  without  any  change or modifications to the
engines,  vehicles,  or  ground  fueling  equipment.

     Our  management  believes  that  tightening clean air standards and growing
fossil  fuel  costs  are forcing municipal and private commercial fleets to look
toward  alternative fuel products.  Major biodiesel initiatives have been passed
at state and federal levels across the United States.  The Energy Policy Act (EP
Act)  was  passed  in  1992  to  accelerate  the use of alternative fuels in the
transportation sector.  In this Act the government recognized fuels derived from
biological  materials as alternative fuels.  Prior to the EP Act, the Clean Fuel
Fleet Program was included as part of the Clean Air Act Amendments (1990).  This
program  specifically  describes  clean  fuels  to  include  alternative  fuels.
Executive  Order  13149 directs federal agency fleets to use alternative fuel to
meet  at  least 51% of the vehicles' fuel needs, and requires agencies to reduce
their  overall  petroleum  consumption by at least 20% over the next five years.
Further,  it is also the goal of the United States Department of Energy that 20%
of petroleum based motor fuel is replaced by alternative fuels by the year 2010.

     According  to a report published by the United States Department of Energy,
there  are  nearly  50  billion  gallons of diesel fuel consumed annually in the
United  States alone, not considering the greater international consumption.  We
believe  that  biodiesel  is  a viable alternative for all users of diesel fuel.

Manufacturing

     This  year,  we  started  construction of a biodiesel plant in the Imperial
Valley,  in  Southern  California.  As  part of this project, we entered into an
agreement  with  Imperial  Western  Products, located in the Imperial Valley, to
supply  us  with recycled cooking oils, called yellow grease, which is processed
into  biodiesel  at  our  plant.  Imperial  Western contributed the land located
immediately  next  door  to  their  production  facility for the location of our
plant,  and has and will continue to contribute personnel and other materials to
operate  the  plant.  In  exchange  for  this consideration, we have agreed with
Imperial  Western to share equaly in the operating expenses and profits from the
plant, including profits from the sale of glycerin, which is a by-product of the
chemical  process  to produce biodiesel.  We have also entered into an agreement
with  Imperial  Western to purchase yellow grease from time to time on terms and
at a market price acceptable to both parties.  Once completed, the plant will be
able  to  produce  up  to  5  million  gallons  of  biodiesel  fuel  per  year.

     We  are  considering  several  additional  sites in California, Arizona and
Nevada  which  are  suitable  for  the  construction  of  additional  plants.

                                        3
<PAGE>

Raw  Materials

     We  currently  obtain  the  raw  materials  necessary for the production of
biodiesel,  namely  yellow grease, from one supplier, Imperial Western Products,
and virgin soy oil from various soy bean processors.  Our relationship with only
one yellow grease supplier puts us at risk for failing to satisfy our production
needs  in  the  event  of  a  shortage  of  supply or a contractual dispute with
Imperial  Western.

     There  are  numerous  other  potential  suppliers  of raw materials for the
production  of biodiesel, including soy bean processors, nut oil processors, and
various  other  suppliers.  We are in discussions with one or more of them to be
an  alternative  supplier in the event Imperial Western is unable to provide our
required  supply,  or  our  agreement  with  them  is  terminated.

Distribution

     Our  biodiesel product will be disseminated through distributors located in
Phoenix, Las Vegas, and Southern California, and we have entered into agreements
with  distributors  in  each area.  Although the agreements vary, they generally
provide  for  the purchase of biodiesel fuel at a daily quoted price, and may be
terminated  by  either  party  at  any  time.

Customers

     During  the  last  fiscal  year, approximately 80% of our sales were to one
customer,  namely  Rockland  Materials, Inc. in Phoenix, Arizona.  We anticipate
that  in  the fiscal year ended April 30, 2002, we will expand our customer base
to  include several other customers to minimize the risks associated with having
a  few  major  customers.

The  Energy  Division
---------------------

     The  recent  power  shortages  in  Southern  California  have created a new
opportunity  for  us.  In response, we have created a new Energy Division, which
will  focus  on the sale of biodiesel to third parties who are providing standby
energy  created  by  diesel  engines.

     Our  Energy  Division  is  in  its  development  stages  and  is  not  yet
operational.  We  do  not have any estimates as when or what extent it will have
an  impact  on  our  revenues  or  financial  results.

Competition
-----------

     We  are  subject  to  competition  in the biodiesel market.  The market for
biodiesel  is  relatively  new and untested, and our management believes that we
are a measurable participant in the market.  Most of the competitors produce and
market  biodiesel  as  part  of  a  larger  operation (i.e., two are farm co-ops
primarily  in  the soybean business, while another has a much larger interest in
the  business  of animal products rendering) and are privately held, and thus we
are  unaware  of their revenues, costs, and overall financial condition, and how
we  compare  to  them.  Our  management  estimates  that the largest competitors
produce  between  one  and eight million gallon each per year, while our current
volume  is  approximately  1.5  million  gallons.

     We  intend  to  establish  ourselves  in the new market by producing a high
quality  product  at  a  competitive  price,  and  to  distribute  that  product
throughout  Southern  California.  We  believe  our  new  plant will allow us to
produce enough biodiesel to surpass the competition in the next fiscal year, and
we  have plans for additional plants in the Western United States.  In addition,
our  energy  division  is  expected  to  generate  revenues  through the sale of
equipment  and  the  add-on  sales  of  biodiesel  to  operate  that  equipment.

                                        4
<PAGE>

Research  and  Development
--------------------------

     During  the  last  two fiscal years, we have spent approximately 10% of our
personnel  resources,  and  20%  of  our  financial  resources,  on research and
development  activities.  These  costs  are  borne  primarily by us, and are not
directly  passed  on  to  our customers except in the appropriate pricing of our
products.

Governmental  Regulation  and  Environmental  Matters
-----------------------------------------------------

     We  currently  are,  and  will  continue  to  be,  subject to extensive and
frequently  changing  federal,  state  and local laws and substantial regulation
under  these  laws  by  governmental  agencies,  including  the  United  States
Environmental  Protection  Agency  (EPA),  the  Occupational  Safety  and Health
Administration  (OSHA), various state agencies and county and local authorities.
Among  other things, these regulatory bodies impose requirements to control air,
soil,  and  water  pollution,  to  protect  against  occupational  exposure  to
chemicals,  including  health  and  safety risks, and to require notification or
reporting  of  the  storage,  use and release of certain hazardous chemicals and
substances.  There  can be no assurance that we will not be subject to claims of
employees  relating  to  future  exposure to hazardous chemicals and substances,
which  could have a material adverse effect on our results of operations.  If we
fail  to  comply  with  applicable  laws and regulations, we could be subject to
civil  remedies,  including  fines and injunctions as well as potential criminal
sanctions,  which  could  have  a  material  adverse  effect  on  our results of
operations.

     Federal  and  state authorities do not regulate the manufacture and sale of
our  specific  products.  As a result, compliance with regulatory authorities is
not  a  material  expense,  nor  does it currently have a material impact on our
potential  profitability.  We  have  obtained all required general state permits
and  licenses  to  operate  our  facilities.  There can be no assurance that our
operations  and profitability will not be subject to more restrictive regulation
or  increased  taxation  by  federal,  state,  or  local  agencies.

Inflation
---------

     Inflation has not historically been a material factor in our operations and
is  not  expected  to  have  a  material impact on our operations in the future.

Discontinued  Operations
------------------------

     In  1998,  we  entered  into  a  joint  venture with a subsidiary of B.A.T.
International,  Inc.,  to  provide  up to $1,200,000 in cash investments for the
development  of  an  electric  vehicle and fuel efficient manufacturing plant in
Otay  Mesa,  Mexico.  Due to operating difficulties, the plant ceased operations
in  early  1999,  and  the  $1,200,000  investments were written off to expense.

     In  May  of  1999,  we  issued approximately 485,447 shares in exchange for
lease  rights  to  thirty-five  stripper wells, including three miles of new gas
pipeline  and refurbished storage, separation and oil facilities on 135 acres of
land in Louisiana.  The investment was recorded at cost, measured by the trading
value  of  common  shares  at  the  date  of  acquisition,  totaling $1,700,000.
Subsequently,  based  on  information  obtained  from independent sources on the
"swabbing" technique of gas and oil production, our management concluded that an
impairment  existed.  The "swabbing" technique is in its experimental stages and
based  on  preliminary engineering reports, modifications and perfection of this
technique  would  be  expensive.  Accordingly,  the  Company's  management  has
recorded  a  valuation  allowance  of  $1,700,000  related  to  the  project.

                                        5
<PAGE>

     In  January 2000, we agreed to acquire a 51% interest in NOPEC Corporation,
a Lakeland, Florida based facility for processing bio-diesel fuel.  The purchase
price  was  $11,500,000,  of  which  $1,500,000  was  to be paid in cash and the
balance  in  our  common  stock.  We  previously  paid  $690,000  of  the  cash
obligation,  which  was  characterized as secured notes receivable.  On or about
August,  2001,  we  terminated  our agreement to acquire a 51% interest in NOPEC
Corporation,  and  the  $690,000  investment  was  written  off.

Employees
---------

     As  of  August  16,  2001,  we  employed  a total of four full-time and one
part-time  employees,  four of which were officers, all of which were engaged in
corporate  and  operational activities, and one of which was engaged in investor
relations  activities.  We  have also engaged independent contractors and agents
to  represent  our  products.

ITEM  2  -  DESCRIPTION  OF  PROPERTY

     Our  principal  office  is  located  at 3400 Inland Empire Blvd., Ste. 101,
Ontario, California.  This space is leased from the Yeager Company, and includes
an  executive  suite,  use  of  a  conference  room,  and  kitchen  and bathroom
facilities.  This  lease  is  on  a  month  to month tenancy basis at $1,025 per
month.

     We  also  maintain a regional office in the greater Phoenix area located at
668  North 44th Street, Ste. 300, Phoenix, Arizona.  This office is leased for a
six  month  term  ending  April  15,  2002  at  $796  per  month.

     This  year,  we  started  construction of a biodiesel plant in the Imperial
Valley,  in  Southern  California.  As  part of this project, we entered into an
agreement  with  Imperial  Western  Products, located in the Imperial Valley, to
supply  us  with recycled cooking oils, called yellow grease, which is processed
into  biodiesel  at  our  plant.  Imperial  Western contributed the land located
immediately  next  door  to  their  production  facility for the location of our
plant,  and  has and will continue to contribute personnel to operate the plant.
In  exchange  for  this  consideration,  we  have granted to Imperial Western an
ownership  interest  in  the  plant,  and  the right to receive 50% of the gross
profits from the sale of biodiesel, including profits from the sale of glycerin,
which  is  a  by-product  of the chemical process to produce biodiesel.  We have
also  entered  into an agreement with Imperial Western to purchase yellow grease
from  time  to  time  on terms and at a market price acceptable to both parties.
Once  completed,  the  plant  will be able to produce up to 5 million gallons of
biodiesel  fuel  per  year.

ITEM  3  -  LEGAL  PROCEEDINGS

     We  are  not  currently involved in any legal proceedings.  During the past
year,  the  following  legal proceedings in which we were involved as defendants
were  resolved:

-     In  the  matter  of  Nichols vs. B.A.T. International, et al, Case No. GIC
739485,  filed  in  the Superior Court, County of San Diego in October 1999, the
settlement  and  mutual release, which was executed on August 15, 2000, resulted
in  a  dismissal  of  the  case  as  to  all parties involved in this Employment
Agreement  litigation.  There  was  no  monetary consideration to any party as a
result  of  the  settlement.

                                        6
<PAGE>

-     The  matter  of  Alvis vs. B.A.T. International, et al, Case No. 99AS06972
filed  in  the  Sacramento  Superior  Court  in December 1999 was also dismissed
through  a  negotiated  settlement  which  was  executed  on September 14, 2000.
Plaintiff  agreed  to  return  480,000  shares  of  common  stock as part of the
consideration  of  the  settlement which is to be returned to our treasury.  The
settlement  also  included  return  of  45,000  shares of common stock from Gene
Bunnell,  which  were  returned  to  treasury.

     In  the  Fall  of 2000, the Company contemplated filing a Complaint against
certain named defendants who allegedly interfered with the contractual agreement
the  Company had with NOPEC Corporation in Florida.  NOPEC has an existing plant
capable  of  producing about 10 million gallons of biodiesel annually.  However,
the  parties  were  able  to  resolve the differences, resulting in a negotiated
settlement  providing  for the return of 256,000 shares of our common stock, and
cash.

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

   No matters were submitted to a vote of the security holders during the fiscal
year.


                                        7
<PAGE>
                                     PART II

ITEM  5  -  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

MARKET  INFORMATION

     Our common stock is traded on the OTC Bulletin Board under the symbol SSPC.
Our common stock is only traded on a limited or sporadic basis and should not be
deemed  to  constitute  an  established  public  trading  market.  There  is  no
assurance  that  there  will  be  liquidity  in  the  common  stock.

     Below is a table indicating the range of high and low transaction price for
the  common  stock  for  each quarterly period within the most recent two fiscal
years.  The  information  reflects  inter-dealer prices, without retail, markup,
markdown  or  commission  and  may  not  represent  actual  transactions.

<TABLE>
<CAPTION>


<S>                                <C>         <C>
                                      BID PRICE
PERIOD. . . . . . . . . . . . . .  HIGH        LOW


Fiscal Year Ended April 30, 2000
(May 1, 1999 to April 30, 2000)

First Quarter . . . . . . . . . .  $     4.75  $ 1.25
Second Quarter. . . . . . . . . .  $     4.75  $1.375
Third Quarter . . . . . . . . . .  $     4.00  $ 2.00
Fourth Quarter. . . . . . . . . .  $     4.50  $ 1.50

Fiscal Year Ended April 30, 2001
(May 1, 2000 to April 30, 2001)

First Quarter . . . . . . . . . .  $     2.75  $ 0.38
Second Quarter. . . . . . . . . .  $     1.01  $ 0.18
Third Quarter . . . . . . . . . .  $     0.49  $ 0.14
Fourth Quarter. . . . . . . . . .  $     0.56  $ 0.05

Fiscal Year Ended April 30, 2002
(May 1, 2001 to April 30, 2002)

First Quarter . . . . . . . . . .  $     0.65  $ 0.02
Closing Price on August 16, 2001.  $     0.12  $ 0.09
</TABLE>



HOLDERS

     As  of  April  30,  2001  and August 16, 2001, there were approximately 100
holders  of  record  of  the  common  stock.

DIVIDEND  POLICY

     We  have  never  declared  or  paid  cash dividends on the common stock and
anticipate  that  all  future  earnings  will be retained as working capital and
business  expansion.  The  payment  of  any future dividends will be at the sole
discretion  of  the board of directors and will depend upon, among other things,
future  earnings,  capital  requirements,  our  financial  condition and general
business conditions.  Therefore, there can be no assurance that any dividends on
the  common  stock  will  be  paid  in  the  future.

                                        8
<PAGE>

RECENT  SALES  OF  UNREGISTERED  SECURITIES

     In  May  2000,  we  issued  97,928 shares of common stock to an individual,
restricted  in  accordance  with  Rule  144.  The  issuance  was  exempt  from
registration  pursuant  to  Section  4(2)  of  the  Securities  Act  of  1933.

     In  June  2000,  we  issued 25,000 shares of common stock to an individual,
restricted  in  accordance  with  Rule  144.  The  issuance  was  exempt  from
registration  pursuant  to  Section  4(2)  of  the  Securities  Act  of  1933.

     In  September  2000,  we  issued  154,300  shares  of  common  stock  to an
individual,  restricted  in  accordance  with Rule 144.  The issuance was exempt
from  registration  pursuant  to  Section  4(2)  of  the Securities Act of 1933.

     In  February  2001,  we  issued  174,000  shares  of  common stock to seven
individuals,  restricted  in  accordance with Rule 144, in exchange for services
rendered  to the Company.  The issuance was exempt from registration pursuant to
Section  4(2)  of  the  Securities  Act  of  1933.

     In  March  2001,  we issued 6,075,000 shares of common stock, restricted in
accordance with Rule 144, to Lawrence W. Taggart, Harrison A. McCoy III, William
O. Sheaffer, Curtis Wright, and another individual upon the exercise of warrants
issued  for  services  rendered  to  the  Company.  The issuance was exempt from
registration  pursuant  to  Section  4(2)  of  the  Securities  Act  of  1933.

     In  April  2001,  we  issued  1,053,080  shares  of  common  stock, without
restrictive  legend,  to several investors upon the conversion of an outstanding
convertible  debenture.  The  issuance  was exempt from registration pursuant to
Rule  504  of  Regulation  D  promulgated  under  the  Securities  Act  of 1933.

     All  the  proceeds of the above offerings, unless otherwise indicated, were
used  for  general  working  capital  purposes.

ITEM  6  -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

     The  following  discussion contains certain forward-looking statements that
are  subject  to  business  and economic risks and uncertainties, and our actual
results  could  differ  materially  from  those forward-looking statements.  The
following  discussion  regarding  our  financial  statements  should  be read in
conjunction  with  the  financial  statements  and  notes  thereto.

     Our independent accountant has stated that the audited financial statements
of Southern States Power Company, Inc. for the period ending April 30, 2001 have
been  prepared assuming the company will continue as a going concern.  They note
that the Company's continued existence is dependent upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely  basis.

                                        9
<PAGE>

RESULTS  OF  REVENUE

Revenue

     We  had  revenues  of  $33,197  for the fiscal year ended April 30, 2001, a
decrease of $22,304, or 40% from $55,498 for the previous fiscal year.  Revenues
for  both  years  were  derived  primarily  from  the  sale  and distribution of
biodiesel.  Revenues  decreased  because  management  focused its efforts on the
expansion  of  overall  business.

Cost  of  Revenue

     The cost of revenue for the fiscal year ended April 30, 2001 was $46,434, a
decrease  of  $36,469,  or  44% from $82,903 for the previous fiscal year.  This
decrease  in the cost of revenue corresponds to a similar percentage decrease in
our  revenues.

Gross  Profit

     Gross  profit  was  ($13,237)  for the fiscal year ended April 30, 2001, as
compared  to  ($27,402) for the previous fiscal year.  This increase of $14,165,
or  52%,  corresponds  to  a  similar  percentage  decrease  in  our  revenues.

Selling,  General  and  Administrative

     SG&A  expenses for the fiscal year ended April 30, 2001 were $4,426,202, as
compared  to  $4,252,135  for  the  previous  fiscal  year.

     Of  the  SG&A  expenses  for  the  year  ended April 30, 2001, research and
development accounted for $203,924, or 5% of the total expenses, consulting fees
accounted  for  $3,519,444,  or  80%  of  the  total  expenses,  and general and
administrative  expenses  accounted  for $702,834, or 15% of the total expenses.
Of the $3,519,444 in consulting fees, approximately $3,000,000 is non-cash based
compensation  as  a  result  of  the  issuance  of  stock  for  services.

     Of  the  SG&A  expenses  for  the  year  ended April 30, 2000, research and
development accounted for $101,616, or 2% of the total expenses, consulting fees
accounted  for  $1,490,552,  or  35%  of  the total expenses, a write off of our
investment GAMM projects accounted for $1,700,000, or 40% of the total expenses,
and  general  and  administrative expenses accounted for $946,287, or 22% of the
total  expenses.  Of the $1,490,552 in consulting fees, approximately $1,400,000
is  non-cash  based  compensation  as  a  result  of  the  issuance of stock for
services.

Net  Losses

     Our  net  loss  for  the fiscal year ended April 30, 2001 was $4,362,516 or
basic  and diluted net loss per share of $0.46 compared to the previous year net
loss  of  $4,269,683 or basic and diluted net loss per share of $0.43.  Net loss
increased  by  $0.03  per share or 7%, primarily due to the non-cash stock based
compensation  expense.  Operational  expenses are expected to continue to exceed
revenues  in  the  future,  resulting  in  continued  net  losses.

                                       10
<PAGE>

Liquidity  and  Capital  Requirements

     At  April 30, 2001, we had an accumulated deficit of $11,609,360.  Cash was
equal  to  $1,939,  and  total current assets were $10,350.  Property, plant and
equipment  was  $136,348,  consisting  primarily  of  $110,000  expended for the
biodiesel  plant.  Total  assets  were  $244,298.  We  anticipate  spending  an
additional  $135,000  on  the  biodiesel  plant  in  the  coming  fiscal  year.

     Current  liabilities  were  $324,749,  consisting  primarily of $256,518 in
accounts  payable and accrued expenses.  Total stockholders deficit was $131,784
as  of  April  30,  2001.

     At  April  30,  2001,  the Company had a very limited amount of cash, and a
large  amount  of  accounts  payable.  The Company will need to raise additional
capital to fund operating expenses.  If the Company is not successful in raising
additional  capital,  it  may  have  to  suspend  operations.

ITEM  7  -  FINANCIAL  STATEMENTS

     The  financial  statements  called  for  under  this item appear  under the
caption
Index  to  Financial  Statements  (Page  F-1  hereof).

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

     None.

                                       11
<PAGE>
                                    PART III

ITEM  9  -  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

Directors  and  Executive  Officers
-----------------------------------

The  following table sets forth, as of April 30, 2001, the names and ages of the
current  directors  and executive officers of the Company, the principal offices
and  positions  with  the  Company  held by each person and the date such person
became  a  director or executive officer of the Company.  The executive officers
of  the  Company  are elected annually by the Board of Directors.  The directors
serve one year terms until their successors are elected.  The executive officers
serve  terms  of  one  year  or until their death, resignation or removal by the
Board  of  Directors.  Unless described below, there are no family relationships
among  any  of  the  directors  and  officers.

<TABLE>
<CAPTION>


<S>                     <C>  <C>
Name . . . . . . . . .  Age  Position
----------------------  ---  --------------------------------------
Lawrence W. Taggart. .   58  President and Director (April 2000)
Harrison A. McCoy, III   53  Secretary and Director (Nov 1999)
William O. Sheaffer. .   66  Vice President and Director (Oct 2000)
Anthony Miller . . . .   48  Director (March 2001)
</TABLE>


     LAWRENCE  W.  TAGGART joined the Company as its President and a Director in
April  2000.  Mr.  Taggart is an attorney licensed to practice law in California
since  1973.  Mr.  Taggart  received  a  B.A.  degree  from  the  University  of
California at Berkeley in 1964, and after spending nearly four years in the Army
(highest  grade - Captain), attended and graduated from Western State University
College  of  Law  in  1973.  He has practiced in areas of corporate and business
law,  real  estate and civil litigation for the past five years.  He also has an
extensive background in Finance, having been associated with, a savings and loan
association  from  1971  to  1983.  In addition to his professional career as an
attorney,  he has assumed positions of senior management with Trafalgar Mortgage
Co. (from 1987 to 1989, a mortgage banking company) and Trafalgar Holdings, Inc.
(from  1987  to 1988, a merchant banking company), and Basic Research (from 1994
to  1998,  a  technical  company  which  developed  new products in the field of
telecommunications).  He  was  President  of TCS Consulting, a subsidiary of TCS
Enterprises, Inc., a reporting, public company, from 1985 to 1986, and served on
its  Board  of  Directors from 1985 until 1989.  Mr. Taggart served from 1972 to
1987  as  an  outside  director on the Board of Westec Services, Inc., a company
committed  to  environmental  compliance  and  tech services to other companies.
Additionally,  Mr.  Taggart  served  on  the  Board of Octus, Inc., a reporting,
public  company  from  1997  to  1998.  Mr.  Taggart served as the Commission of
Savings  and  Loan  for  the  State  of  California  from  1983  to  1984.

     HARRISON  A. MCCOY, III joined the Company as a Vice President and Director
in  November 1999.  Mr. McCoy is a former member (1965 to 1968) of the U.S. Army
Corps  of  Engineers.  After  serving  in  Vietnam,  Mr.  McCoy obtained a BS in
Chemical Engineering from Cal Poly - Pomona in 1972.  He also holds an AS degree
in  Water/Wastewater  Treatment  from  San  Bernardino Valley College, which was
obtained  in  1970.  Mr.  McCoy  has  enjoyed  a  twenty-five  year  career  in
environment/alternative  fuels/engineering/waste  management  fields.  Most
recently,  from  1993  to  1998,  Mr.  McCoy  started  and  managed  his  own
entrepreneurial  firm, Bioenergy Engineering and Technologies Corporation.  This
entity  specialized  in  developing  technology  and  site  plans  for  regional
integrated  liquid/solid,  urban/industrial  waste  treatment  management.

                                       12
<PAGE>

     WILLIAM  O. SHEAFFER joined the Company as a Vice President and Director in
October  2000.  He  is  a  cum  laude  graduate  of  USC (1955) with an MBA from
Pepperdine  University  (1971).  From  1996  to 1998, Mr. Sheaffer has served as
Vice  President  of Marketing & Managing Director for Chemical Products, Inc., a
cleaning  products  company.  Prior  to  that,  from  1993 to 1996, he served as
Senior  Marketing  and  Business  Consulting  to  IMPCO/KRACO, a manufacturer of
alternative  fuel equipment.  Between 1992 and 1994, Mr. Sheaffer served as Vice
President  of  Marketing  and Sales for Harvey Universal, a dealer of industrial
and  retail  products.  From 1990 to 1992, he served as Executive Vice President
of  Calculated  Industries,  a consumer and commercial electronics concern.  For
the  last five years Mr. Sheaffer has been involved with CEP/GEMTEK in the areas
of marketing and sales of various retail products, including industrial cleaning
products.

     ANTHONY  MILLER  joined the Company as a Director in March 2001.  From 1996
to the present, Mr. Miller has served as President and a Director of U.S. Crude,
Ltd., a publicly traded company located in Loma Linda, California engaged in the
oil  production  business.  From  1991 to 1996, Mr. Miller was Vice President of
Wave  Technology,  Inc.  From  1988  through  1991, Mr. Miller served in various
positions  for  Marshall  Aluminum Products, a manufacturer of completed windows
with  annual  revenues  of  approximately  $10  million.  Mr. Miller's positions
included  asset recovery controller, inventory planner/buyer and quality control
inspector/production  supervisor.  In  1978, Mr. Miller received his Bachelor of
Arts  degree  in Business Administration from the California State University at
Long  Beach.

Compliance  with  Section  16(a)  of  the  Securities  Exchange  Act  of  1934
------------------------------------------------------------------------------

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors  and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC initial
reports  of  ownership  and  reports of changes in ownership of Common Stock and
other  equity  securities  of the Company.  Officers, directors and greater than
ten  percent shareholders are required by SEC regulations to furnish the Company
with  copies  of  all  Section  16(a)  forms  they  file.

     Based  solely  on  a  review  of  the  copies of such forms obtained by the
Company, we believe that during fiscal year 2001 none of the filing requirements
applicable  to  our  current  officers  and  directors  were  complied  with.

Board  Meetings  and  Committees
--------------------------------

     During  the fiscal year ended April 30, 2001, the Board of Directors met on
at leat five occasions and took written action on numerous other occasions.  All
the  members  of  the  Board attended the meetings.  The written actions were by
unanimous  consent.

     There  are  no  committees  of  the  Board.

ITEM  10  -  EXECUTIVE  COMPENSATION

Executive  Officers  and  Directors
-----------------------------------

     On  March  14,  2001,  we  entered  into employment agreements with each of
Lawrence  W.  Taggart,  Harrison  A.  McCoy  III,  and William O. Sheaffer.  The
agreements  provide  for  salaries  of  $90,000,  $90,000, and $60,000 per year,
respectively.  The  agreements  are  for  a  term  of  three  (3)  years, with a
severance  scale  equal  to  one  month  compensation for each month employed or
working  for  the  Company  for  any  involuntary  termination  without  cause.

                                       13
<PAGE>

Director  Compensation
----------------------

     The  Company  does not currently pay a director fee for attending scheduled
and  special  meetings  of  the  Board  of  Directors.  The Company does pay the
expenses  of  all  of  its  directors  in  attending  board  meetings.

Summary  Compensation  Table
----------------------------

     The  Summary  Compensation Table shows certain compensation information for
services  rendered  in  all capacities for the fiscal years ended April 30, 2001
and  2000.  Other  than  as  set forth herein, no executive officer's salary and
bonus  exceeded  $100,000  in  any  of  the  applicable  years.  The  following
information includes the dollar value of base salaries, bonus awards, the number
of stock options granted and certain other compensation, if any, whether paid or
deferred.


<TABLE>
<CAPTION>

                                                  SUMMARY COMPENSATION TABLE

                             Annual  Compensation                       Long  Term  Compensation
                            --------------------------------   ------------------------------------
                                                                         Awards              Payouts
                                                               --------------------------------------

                                                OTHER ANNUAL   RESTRICTED   SECURITIES         LTIP          ALL OTHER
NAME AND PRINCIPAL              SALARY   BONUS  COMPENSATION   STOCK        UNDERLYING        Payouts     COMPENSATION
POSITION                YEAR     ($)      ($)       ($)        AWARDS($)    OPTIONS SARS(#)    ($)             ($)

<S>                     <C>      <C>      <C>       <C>          <C>          <C>              <C>             <C>
Lawrence W. Taggart
(President, Director)   2001  $90,000     -0-      $15,084       -0-          -0-              -0-             -0-

                        2000     -0-      -0-       -0-          -0-          -0-              -0-             -0-

Harrison A. McCoy, III
(V.P., Director)        2001  $90,000     -0-       $3,000       -0-          -0-              -0-             -0-

                        2000     -0-      -0-       -0-          -0-          -0-              -0-             -0-


William O. Sheaffer     2001  $60,000     -0-      $2,800        -0-          -0-              -0-             -0-

                        2000     -0-      -0-        -0-         -0-          -0-              -0-             -0-


Anthony Miller          2001     -0-      -0-        -0-         -0-          -0-              -0-             -0-

</TABLE>

                                       14
<PAGE>


<TABLE>
<CAPTION>

                                    OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                              (INDIVIDUAL GRANTS)


                NUMBER OF SECURITIES       PERCENT OF TOTAL
                    UNDERLYING           OPTIONS/SAR'S GRANTED
                OPTIONS/SAR'S GRANTED    TO EMPLOYEES IN FISCAL     EXERCISE OF
                      (#)                      YEAR                 BASE PRICE
                                                                       ($/SH)           EXPIRATION DATE

NAME
<S>                       <C>                   <C>                     <C>                 <C>

Lawrence W. Taggart      750,000               10%                    $0.001              10/03/03 (3)
                       2,250,000               30%                    $0.001              02/06/04
                         250,000                3%                    $0.001              04/15/04

Harrison A. McCoy, III   500,000                7%                    $0.001              10/03/05 (2)
                         250,000                3%                    $0.001              12/12/03
                       2,250,000               30%                    $0.001              12/06/04
                         150,000                2%                    $0.001              04/15/04

William O. Sheaffer       50,000                1%                    $0.001              10/02/03
                         250,000                3%                    $0.001              10/03/05 (3)
                         750,000               10%                    $0.001              02/06/04
                         100,000                1%                    $0.001              04/15/04

</TABLE>

(1)     Vests  100,000  shares  per  year  beginning  October  3,  2001.
(2)     Vests  100,000  shares  per  year  beginning  October  3,  2001.
(3)     Vests  50,000  shares  per  year  beginning  October  3,  2001.


<TABLE>
<CAPTION>

                                      AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                                              AND FY-END OPTION/SAR VALUES

                                                              NUMBER OF UNEXERCISED            VALUE OF UNEXERCISED IN-THE-
                                                              SECURITIES UNDERLYING                  MONEY OPTION/SARs
             SHARES ACQUIRED ON                              OPTIONS/SARS AT FY-END(#)                  AT FY-END ($)
NAME            EXERCISE(#)        VALUE REALIZED($)         EXERCISABLE/UNEXERCISABLE           EXERCISABLE/UNEXERCISABLE

<S>                 <C>                  <C>                           <C>                                  <C>

Lawrence W. Taggart       2,750,000           1,122,250                     -0-/500,000                          -0-/54,500

Harrison A. McCoy, III    2,500,000           1,102,350                     -0-/650,000                          -0-/70,850

William O. Sheaffer         900,000             398,350                     -0-/250,000                          -0-/27,250

</TABLE>


Compensation  of  Directors
---------------------------

     Other  than  Anthony  Miller, the sole outside Director, the Directors have
not received any compensation for serving in such capacity, and the Company does
not  currently  contemplate compensating its Directors in the future for serving
in such capacity.  Mr. Miller has received $250 for each Board meeting attended,
for  a  total  of  $750  during  the  fiscal  year.

                                       15
<PAGE>

ITEM  11  -  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT

     The  following table sets forth, as of August 16, 2001, certain information
with  respect to the Company's equity securities owned of record or beneficially
by  (i)  each  Officer  and  Director  of the Company; (ii) each person who owns
beneficially  more  than  5%  of  each class of the Company's outstanding equity
securities;  and  (iii)  all  Directors  and  Executive  Officers  as  a  group.

<TABLE>
<CAPTION>


<S>             <C>                                     <C>                   <C>

                Name and Address of                     Amount and Nature of  Percent
                                                                              ------------
Title of Class  Beneficial Owner                        Beneficial Ownership  of Class (1)
--------------  --------------------------------------  --------------------  ------------

Common . . . .  Hemisphere Group
Stock. . . . .  Newport Beach, CA                                  2,072,800          4.1%

                Green Aero Energy, Inc. (2)
Common . . . .  25809-D Business Center Dr.
Stock. . . . .  Redlands, CA 92374                                 4,000,000          7.9%

                Harrison A. McCoy III (3)
Common . . . .  7812 Jack Rabbit Lane
Stock. . . . .  E. Highlands, CA  92346                            3,575,000          7.0%

                The Covenant Trust (4)
                Trevor Taggart, Trustee
Common . . . .  P.O. Box 6182
Stock. . . . .  San Diego, CA  92166-0182                          2,500,000          4.9%

                William O. Sheaffer (5)
Common . . . .  668 North 44th St., Ste 300
Stock. . . . .  Phoenix, AZ  85008-6547                            1,416,000          2.8%

                Lawrence W. Taggart (4)(6)
Common . . . .  3400 Inland Empire Blvd., Ste 101
Stock. . . . .  Ontario, CA 91764                                  1,141,500          2.2%

                Anthony K. Miller (7)
Common . . . .  3400 Inland Empire Blvd, Suite 101
Stock. . . . .  Ontario, CA  91764                                   500,000         1.0%%

                All Officers and Directors
                as a Group (4 Persons) (3)(4)(5)(6)(7)             9,132,500         17.6%
</TABLE>



(1)     Based  on  50,753,141  shares  outstanding.

(2)     Anthony  K.  Miller,  a  Director  of the Company, is also a director of
Green Aero Energy, Inc.  Mr. Miller is not considered to be the beneficial owner
of  the  shares  held  by  Green  Aero  Energy,  Inc.

(3)     Includes  options  to  acquire  350,000  shares  of  common  stock.

(4)     The  spouse  of  Lawrence  W. Taggart, a Director of the Company, is the
beneficiary  of  The Covenant Trust and as such, Mr. Taggart is deemed to be the
beneficial  owner  of  the  shares  held  by  The  Covenant  Trust.

(5)     Includes  options  to  acquire  300,000  shares  of  common  stock.

                                       16
<PAGE>

(6)     Includes  options  to  acquire  350,000  shares  of  common  stock.

(7)     Includes  options  to  acquire  250,000  shares  of  common.

     The Company believes that the beneficial owners of securities listed above,
based  on  information furnished by such owners, have sole investment and voting
power  with  respect  to  such  shares, subject to community property laws where
applicable.  Beneficial  ownership is determined in accordance with the rules of
the Commission and generally includes voting or investment power with respect to
securities.  Shares  of  stock  subject  to  options  or  warrants  currently
exercisable,  or exercisable within 60 days, are deemed outstanding for purposes
of  computing the percentage of the person holding such options or warrants, but
are not deemed outstanding for purposes of computing the percentage of any other
person.

ITEM  12  -  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

Certain  Relationships  and  Related  Transactions
--------------------------------------------------

     On  March  14,  2001,  we  entered  into employment agreements with each of
Lawrence  W.  Taggart,  Harrison  A.  McCoy  III,  and William O. Sheaffer.  The
agreements  provide  for  salaries  of  $90,000,  $90,000, and $60,000 per year,
respectively.  The  agreements  are  for  a  term  of  three  (3)  years, with a
severance  scale  equal  to  one  month  compensation for each month employed or
working  for  the  Company  for  any  involuntary  termination  without  cause.

ITEM  13  -  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (A)     EXHIBITS


     EXHIBIT  NO.               DESCRIPTION
     ------------               -----------

     3.1  (1)               Certificate  of  Incorporation,  as  amended, of the
                            Registrant.

     3.2  (1)               By-laws  of  the  Registrant

     10.1                   Employment  Agreement  with  Lawrence  W.  Taggart.

     10.2                   Employment  Agreement  with Harrison A. McCoy, III.

     10.3                   Employment  Agreement  with  William  O.  Sheaffer.
__________
     (1)     Incorporated  by  reference from Registrant's Form 10-SB filed with
the  Commission  on  July  2,  1997.

     (B)     REPORTS  ON  FORM  8-K

     None.

                                       17
<PAGE>
                                   SIGNATURES

     In  accordance  with  Section 13 or 15(d) of The Securities Act of 1993, as
amended,  the  Company  caused  this  report  to  be signed on its behalf by the
undersigned,  thereto  duly  authorized.


                                             SOUTHERN STATES POWER COMPANY, INC.


Dated:  January  2,  2002            By:      /s/  William  O. Sheaffer
                                              --------------------------
                                              William O. Sheaffer
                                              President and Director


     In  accordance  with  The Securities Exchange Act of 1934, as amended, this
report  has  been signed below by the following persons on behalf of the Company
and  in  the  capacities  and  on  the  date  as  indicated.


Dated:  January  2,  2002            By:      /s/  William O.Sheaffer
                                              ------------------------
                                              William O. Sheaffer
                                              President, Secretary, and Director

                                       18
<PAGE>


                       SOUTHERN STATES POWER COMPANY, INC.

                              FINANCIAL STATEMENTS

                       YEARS ENDED APRIL 30, 2001 AND 2000



                                    CONTENTS

                                                                        Page

Independent Auditors' Report                                              1

Financial Statements:
  Balance Sheet                                                           2
  Statements of Operations                                                3
  Statements of Stockholders' Equity (Deficit)                           4-5
  Statements of Cash Flows                                               6-7
  Notes to Financial Statements                                          8-17



<PAGE>



                          INDEPENDENT AUDITORS' REPORT


Board of Directors
Southern States Power Company, Inc.
Ontario, California


We have audited the accompanying balance sheet of Southern States Power Company,
Inc.  as  of  April  30,  2001,  and  the  related   statements  of  operations,
stockholders'  equity  (deficit)  and cash flows for the two years  then  ended.
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 Southern States Power Company,
Inc. as of April 30, 2001,  and the results of its operations and its cash flows
for the two years then ended in conformity  with generally  accepted  accounting
principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern. As shown in the financial  statements,
the Company has incurred  net losses from  operations,  has negative  cash flows
from operations,  and its current liabilities exceeds its current assets.  These
factors raise  substantial  doubt about the  Company's  ability to continue as a
going concern.  Management's plans in regard to these matters are also described
in Note 1. The financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.




/s/ Stonefield Josephson, Inc.
-----------------------------
Stonefield Josephson, Inc.
CERTIFIED PUBLIC ACCOUNTANTS

Santa Monica, California
August 10, 2001



                                      F-1
<PAGE>


                       SOUTHERN STATES POWER COMPANY, INC.

                         BALANCE SHEET - APRIL 30, 2001


                                     ASSETS

Current assets:
  Cash                                           $       1,939
  Prepaid expenses                                       8,411
                                                 -------------

          Total current assets                                   $      10,350

Property and equipment, net of
  accumulated depreciation                                             136,348

Goodwill, net of accumulated amortization                               97,600
                                                                 -------------

                                                                 $     244,298
                                                                 =============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable and accrued expenses          $     256,518
  Loan payable, related party                            9,564
  Loan payable, other                                   40,000
  Current maturities of loan payable, bank              18,667
                                                 -------------

          Total current liabilities                              $     324,749

Loan payable, bank, less current maturities                             51,333

Stockholders' deficit:
  Common stock; $0.001 par value, 50,000,000
    shares authorized, 15,658,933 shares issued
    and outstanding                                     15,659
  Additional paid-in capital                        11,581,152
  Subscriptions receivable                              (6,400)
  Accumulated deficit                              (11,609,360)
  Accumulated other comprehensive loss                (112,835)
                                                 -------------

          Total stockholders' deficit                                 (131,784)
                                                                 -------------

                                                                 $     244,298
                                                                 =============


See accompanying notes which are an integral part of these financial statements.



                                      F-2
<PAGE>

<TABLE>

                       SOUTHERN STATES POWER COMPANY, INC.

                            STATEMENTS OF OPERATIONS




<CAPTION>
                                                           Year ended     Year ended
                                                         April 30, 2001  April 30, 2000
                                                         --------------  --------------
<S>                                                      <C>             <C>
Revenue                                                  $       33,197  $       55,501

Cost of revenue                                                  46,434          82,903
                                                         --------------  --------------

Gross profit                                                    (13,237)        (27,402)
                                                         --------------  --------------

Operating expenses:
  Research and development                                      203,924         101,616
  Consulting fees (including non-cash compensation)           3,519,444       1,490,552
  Loss on investment in joint venture in Mexico
    with related party                                                -          13,680
  Valuation allowance for investment in GAMM projects                 -       1,700,000
  General and administrative expenses                           702,834         946,287
                                                         --------------  --------------
                                                              4,426,202       4,252,135
                                                         --------------  --------------

Loss from operations                                         (4,439,439)     (4,279,537)
                                                         --------------  --------------

Other income (expense):
  Interest and dividend income                                    1,767          14,020
  Interest expense                                             (174,844)         (4,166)
  Settlement income                                             250,000               -
                                                         --------------  --------------

          Total other income                                     76,923           9,854
                                                         --------------  --------------

Net loss                                                 $   (4,362,516) $   (4,269,683)
                                                         ==============  ==============

Net loss per share - basic and diluted                   $        (0.46) $        (0.43)
                                                         ==============  ==============

Weighted average number of shares outstanding -
  basic and diluted                                           9,567,119       9,926,807
                                                         ==============  ==============

</TABLE>



See accompanying notes which are an integral part of these financial statements.



                                      F-3
<PAGE>

<TABLE>

                       SOUTHERN STATES POWER COMPANY, INC.

                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

                       YEARS ENDED APRIL 30, 2001 AND 2000



<CAPTION>
                                       Common stock     Additional                 Accumulated                       Total
                                       ------------       paid-in    Subscriptions comprehensive  Accumulated    stockholders'
                                     Shares    Amount     capital     receivable       loss         deficit     equity (deficit)
                                   ----------  -------  -----------  ------------  -------------  ------------  ----------------
<S>                                <C>         <C>      <C>          <C>           <C>            <C>           <C>
Balance at May 1, 1999             10,907,500  $10,907  $ 4,061,343  $          -  $           -  $ (2,977,161) $      1,095,089

Issuance of stock in
  exchange for oil and gas rights
  related to GAMM project             485,447      485    1,699,515                                                    1,700,000

Exercise of common stock options      557,000      557      563,033                                                      563,590

Issuance of common stock from
  private placement                   215,281      215      274,795                                                      275,010

Issuance of stock in exchange
  for services                        519,057      520    1,329,012                                                    1,329,532

Issuance of common stock on
  behalf of related party              22,300       22       69,060                                                       69,082

Shares revoked for non-
  performance by related party     (4,020,800)  (4,021)       4,021

Shares of common stock issued for
  purchase of available for
  sale securities                      45,134       45      112,790                                                      112,835

Unrealized loss on available
  for sale securities                                                                   (112,835)                       (112,835)

Net loss for the year
  ended April 30, 2000                                                                              (4,269,683)       (4,269,683)

                                   ----------  -------  -----------  ------------  -------------  ------------  ----------------
Balance at April 30, 2000           8,730,919    8,730    8,113,569             -       (112,835)   (7,246,844)          762,620

</TABLE>


See accompanying notes which are an integral part of these financial statements.



                                      F-4
<PAGE>

<TABLE>

                       SOUTHERN STATES POWER COMPANY, INC.

            STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT), (CONTINUED)

                       YEARS ENDED APRIL 30, 2001 AND 2000


<CAPTION>
                                       Common stock     Additional                 Accumulated                       Total
                                       ------------       paid-in    Subscriptions comprehensive  Accumulated    stockholders'
                                     Shares    Amount     capital     receivable       loss         deficit     equity (deficit)
                                   ----------  -------  -----------  ------------  -------------  ------------  ----------------
<S>                                <C>         <C>      <C>          <C>           <C>            <C>           <C>
Stock options exercised               147,800      148      160,152                                                      160,300

Issuance of stock in exchange
  for services                        409,520      410       85,088                                                       85,498

Exercise of options issued
  for services to employees
  and directors                     6,650,000    6,650                     (6,400)                                           250

Shares of common stock issued
  for conversion of debentures      1,120,694    1,121      172,879                                                      174,000

Shares of common stock
  cancelled/redeemed               (1,400,000)  (1,400)     (23,600)                                                     (25,000)

Debt issuance costs and
  intrinsic value of beneficial
  conversion feature related to
  convertible debentures                                    174,000                                                      174,000

Stock options granted to
  employees and directors                                 2,899,064                                                    2,899,064

Net loss for the year
  ended April 30, 2001                                                                              (4,362,516)       (4,362,516)
                                   ----------  -------  -----------  ------------  -------------  ------------  ----------------
Balance at April 30, 2001          15,658,933  $15,659  $11,581,152  $     (6,400) $    (112,834) $(11,609,360) $       (131,784)
                                   ==========  =======  ===========  ============  =============  ============  ================


</TABLE>


See accompanying notes which are an integral part of these financial statements.



                                      F-5
<PAGE>

<TABLE>



                       SOUTHERN STATES POWER COMPANY, INC.

                            STATEMENTS OF CASH FLOWS

                           INCREASE (DECREASE) IN CASH


<CAPTION>
                                                             Year ended      Year ended
                                                           April 30, 2001  April 30, 2000
                                                           --------------  --------------
<S>                                                        <C>             <C>
Cash flows provided by (used for) operating activities:
  Net loss                                                 $   (4,362,516) $   (4,269,683)
                                                           --------------  --------------

  Adjustments to reconcile net loss to net cash
   provided by (used for) operating
    activities:
      Depreciation                                                  3,322           1,789
      Amortization of goodwill                                    466,400         466,000
      Amortization of loan costs and intrinsic value of
        beneficial conversion feature of debentures               174,000               -
      Stocks issued in exchange for services                       85,498       1,329,532
      Non-cash compensation                                     2,899,064               -
      Valuation allowance for investment in GAMM projects               -       1,700,000
      Loss on abandonment of property and equipment                     -          32,000
      Bad debts                                                    54,222          95,396

  Changes in assets and liabilities:
    (Increase) decrease in assets:
      Accounts receivable                                          27,900         (32,079)
      Prepaid expenses                                             (8,411)            375
      Other receivables                                            10,678         (15,974)
      Notes receivable, NOPEC Corporation                         255,250        (250,000)
      Notes receivable, related parties                                 -         (26,314)

    Increase (decrease) in liabilities -
      accounts payable and accrued expenses                       136,270          59,462
                                                           --------------  --------------

          Total adjustments                                     4,104,193       3,360,187
                                                           --------------  --------------

          Net cash used for operating activities                 (258,323)       (909,496)
                                                           --------------  --------------

Cash flows provided by (used for) investing activities:
  Acquisition of property and equipment                           (61,402)        (11,257)
  Loan payable, related party                                       9,564               -
                                                           --------------  --------------

          Net cash used for investing activities                  (51,838)        (11,257)
                                                           --------------  --------------

Cash flows provided by financing activities:
  Proceeds from exercise of options                               160,300         563,590
  Redemption of stock                                             (25,000)              -
  Proceeds from private placement                                       -         275,010
  Proceeds from loan, bank                                          1,200               -
  Proceeds from loan, other                                        40,000               -
  Proceeds from convertible debentures                            174,000               -
  Stock subscriptions payable                                     (33,000)         33,000
  Stock subscriptions receivable                                   (6,400)              -
                                                           --------------  --------------

          Net cash provided by financing activities               311,100         871,600
                                                           --------------  --------------

Net increase (decrease) in cash                                       939         (49,153)
Cash, beginning of year                                             1,000          50,153
                                                           --------------  --------------

Cash, end of year                                          $        1,939  $        1,000
                                                           ==============  ==============

</TABLE>


See accompanying notes which are an integral part of these financial statements.



                                      F-6
<PAGE>

<TABLE>

                       SOUTHERN STATES POWER COMPANY, INC.

                      STATEMENTS OF CASH FLOWS (CONTINUED)

                           INCREASE (DECREASE) IN CASH

<CAPTION>
                                                             Year ended      Year ended
                                                           April 30, 2001  April 30, 2000
                                                           --------------  --------------
<S>                                                        <C>             <C>
Supplemental disclosure of cash flow information -
    Interest paid                                          $          844  $            -
                                                           ==============  ==============
    Income taxes paid                                      $          800  $        2,881
                                                           ==============  ==============

Supplemental disclosure of non-cash investing and
  financing activities:
    Issuance of common stock in exchange for services      $       85,496  $    1,329,532
                                                           ==============  ==============
    Issuance of common stock for investment in
      GAMM projects                                        $            -  $    1,700,000
                                                           ==============  ==============
    Issuance of common stock for purchase of available for
      sale securities                                      $            -  $      112,835
                                                           ==============  ==============
    Non-cash compensation                                  $    2,899,064  $            -
                                                           ==============  ==============
    Note receivable incurred from officers for
      exercise of options                                  $        6,400  $            -
                                                           ==============  ==============
    Debt incurred for purchase of property and equipment   $       68,800  $            -
                                                           ==============  ==============
    Direct payments made by OceanAir Environmental, LLC
      to NOPEC Corporation on behalf of the Company        $       50,000  $      375,000
                                                           ==============  ==============
    Debt issuance cost and beneficial conversion feature   $      174,000  $            -
                                                           ==============  ==============

</TABLE>



See accompanying notes which are an integral part of these financial statements.



                                      F-7
<PAGE>



                       SOUTHERN STATES POWER COMPANY, INC.

                          NOTES TO FINANCIAL STATEMENTS

                       YEARS ENDED APRIL 30, 2001 AND 2000




(1)  Summary of Significant Accounting Policies:

     General:

          Southern States Power Company,  Inc. (the "Company") was  incorporated
          in the State of Louisiana  on March 13, 1998 and has elected  April 30
          as its year-end.

     Merger with Pascal Ventures, Inc.:

          On July 13, 1998, the Company entered into a Share Exchange  Agreement
          and Plan of Reorganization with Pascal Ventures, Inc. Pursuant to this
          share exchange  agreement,  the Company  merged into Pascal  Ventures,
          Inc.  a  publicly  held   corporation  with  no  material  assets  and
          liabilities,  and no operations,  in a stock for stock  exchange.  The
          shareholders  of Southern  States Power Company  maintained  effective
          control through ownership of shares  outstanding after the merger with
          Pascal Ventures, Inc. and therefore, for accounting purposes, Southern
          States Power  Company,  Inc. was treated as the acquirer.  The name of
          Pascal  Ventures,  Inc.  was then  changed to  Southern  States  Power
          Company, Inc. and is the surviving company.

          This  acquisition  was  accounted  for  using the  purchase  method of
          accounting,  and accordingly,  the purchase price was allocated to the
          assets  purchased and  liabilities  assumed based upon their estimated
          fair  values on the date of  acquisition.  The excess of the  purchase
          price over the  estimated  fair values of the net assets  acquired was
          recorded as goodwill,  which is being  amortized  straight line over 3
          years from the date of purchase.

     Business Activity:

          The Company plans to utilize agricultural products and "yellow grease"
          reclamation  by-products to produce and distribute bio-diesel fuels in
          exchange for fees from  customers.  The Company also plans to generate
          and distribute  energy  efficient  electric power supply to individual
          consumers and industrial markets in exchange for fees from customers.

          The  Company  is  principally   involved  in  four  areas  of  product
          development:

          1.   The  distribution  of  biodiesel  fuels under the name brand OxyG
               B-60 Biodiesel utilizing agricultural products and used vegetable
               oils from  restaurants  to produce  biodiesel;

          2.   Research  and  development  of products to reduce  diesel  engine
               emissions,  and  development  of  fuel  cell  technology;  and

          3.   Electric power generation for the new energy deregulation utility
               markets,  and improved energy  production  from renewable  energy
               sources.  The  United  States  Environmental   Protection  Agency
               (USEPA)  and the  California  Air  Resources  Board  (CARB)  have
               approved   OxyG  B-60   Biodiesel  for  sales  and  marketing  in
               California and the United States.





                                      F-8
<PAGE>


                       SOUTHERN STATES POWER COMPANY, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                       YEARS ENDED APRIL 30, 2001 AND 2000




(1)  Summary of Significant Accounting Policies, Continued:

     Going Concern:

          The Company's consolidated financial statements are prepared using the
          generally  accepted  accounting   principles  applicable  to  a  going
          concern,  which contemplates the realization of assets and liquidation
          of  liabilities  in the normal course of business.  The Company has no
          material source of revenues and has sustained  significant losses from
          operations.  Without  realization of additional  capital,  it would be
          unlikely for the Company to continue as a going  concern.  This factor
          raises  substantial doubt about the Company's ability to continue as a
          going concern.  Management  recognizes  that the Company must generate
          additional resources to enable it to continue operations.  The Company
          intends to begin recognizing significant revenue during the year 2002.
          Management's   plans  also  include  the  sale  of  additional  equity
          securities.  However,  no assurance can be given that the Company will
          be successful in raising additional capital.  Further, there can be no
          assurance, assuming the Company successfully raises additional equity,
          that the Company will achieve  profitability or positive cash flow. If
          management  is  unable  to  raise  additional   capital  and  expected
          significant  revenues do not result in positive cash flow, the Company
          will  not be able to meet  its  obligations  and  will  have to  cease
          operations.



     Use of Estimates:

          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  affect  the  reported  amounts  of assets  and
          liabilities and disclosure of contingent assets and liabilities at the
          date of the financial  statements and the reported amounts of revenues
          and expenses during the reporting period.  Actual results could differ
          from those estimates.

     Fair Value:

          Unless otherwise indicated, the fair values of all reported assets and
          liabilities which represent financial  instruments,  none of which are
          held  for  trading  purposes,  approximate  carrying  values  of  such
          amounts.

     Cash:

          Concentration
          -------------

          The Company  maintains  its cash in bank deposit  accounts  which,  at
          times,  may exceed  federally  insured  limits.  The  Company  has not
          experienced any losses in such accounts.






                                      F-9
<PAGE>


                       SOUTHERN STATES POWER COMPANY, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                       YEARS ENDED APRIL 30, 2001 AND 2000




(1)  Summary of Significant Accounting Policies, Continued:

     Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of:

          The Company  evaluates the  recoverability of its long-lived assets in
          accordance with Statement of Financial  Accounting  Standards No. 121,
          "Accounting  for the  Impairment of Long-Lived  Assets and  Long-Lived
          Assets to be Disposed of." SFAS 121 requires recognition of impairment
          of  long-lived  assets in the event the net book value of these assets
          exceeds  the  future  undiscounted  cash flows  attributable  to these
          assets. The Company assesses  potential  impairments to its long-lived
          assets when there is evidence that events or changes in  circumstances
          have made recovery of the asset's  carrying value unlikely.  Should an
          impairment  exist,  the impairment loss would be measured based on the
          excess of the carrying  value of the asset over the asset's fair value
          or discounted estimates of future cash flows.

          During  the two years  ended  April 30,  2000,  the  Company  recorded
          aggregate  losses of  approximately  $1,200,000,  related  to its Otay
          Mesa,  Mexico joint venture,  of which,  $13,680 was incurred in 2000.
          The Company had entered  into a joint  venture  with a  subsidiary  of
          B.A.T.  International,  Inc., a founding  shareholder,  providing cash
          investments  for the  development  of an  electric  vehicle  and  fuel
          efficient  manufacturing  plant.  Due to operating  difficulties,  the
          plant  ceased  operations  in early  1999,  and all  investments  were
          written off to expense.

          In May of 1999,  the Company  issued  approximately  485,447 shares in
          exchange for lease rights to  thirty-five  stripper  wells,  including
          three miles of new gas pipeline and  refurbished  storage,  separation
          and oil facilities on 135 acres of land in Louisiana ("GAMM Project").
          The investment was recorded at cost,  measured by the trading value of
          common  shares  at  the  date  of  acquisition,  totaling  $1,700,000.
          Subsequently,  based on information  obtained from independent sources
          on the  "swabbing"  technique  of gas and oil  production,  management
          concluded that an impairment existed.  The "swabbing"  technique is in
          its experimental stages and based on preliminary  engineering reports,
          modifications  and  perfection of this  technique  would be expensive.
          Accordingly,   the  Company's  management  has  recorded  a  valuation
          allowance of $1,700,000 related to the GAMM Project.





                                      F-10
<PAGE>


                       SOUTHERN STATES POWER COMPANY, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                       YEARS ENDED APRIL 30, 2001 AND 2000




(1)  Summary of Significant Accounting Policies, Continued:

     Other Comprehensive Income (Loss):

          Effective  January 1, 1998, the Company adopted Statement of Financial
          Accounting Standards No. 130, "Reporting  Comprehensive Income" ("SFAS
          130"),  which  establishes  new rules for the reporting and display of
          comprehensive income and its components;  however, the adoption had no
          impact on the Company's net loss. SFAS 130 requires  unrealized  gains
          or losses on the Company's available for sale securities,  which prior
          to adoption were reported  separately in stockholders'  equity,  to be
          included  in  other   comprehensive  loss.  Other  comprehensive  loss
          amounted to $112,835 for the year ended April 30, 2001.

     Income Taxes:

          Deferred  income  taxes  are  reported  using  the  liability  method.
          Deferred  tax  assets  are   recognized   for   deductible   temporary
          differences  and deferred tax  liabilities  are recognized for taxable
          temporary  differences.  Temporary  differences  are  the  differences
          between the reported  amounts of assets and  liabilities and their tax
          basis.  Deferred tax assets are reduced by a valuation allowance when,
          in the  opinion of  management,  it is more  likely than not that some
          portion  or all of the  deferred  tax  assets  will  not be  realized.
          Deferred  tax assets and  liabilities  are adjusted for the effects of
          changes in tax laws and rates on the date of enactment.

          As of April 30,  2001,  the  Company had net  federal  operating  loss
          carryforwards  totaling  approximately  $9,000,000,  expiring  through
          2019. Deferred tax assets resulting from the net operating losses have
          been reduced in full by a valuation allowance.

     Major Customer:

          During May 1999, the Company entered into an agreement with an Arizona
          school  district bus service to provide OxyG B-60  bio-diesel fuel for
          all buses in Deer Valley School District. During the years ended April
          30, 2001 and 2000,  substantially  all of the revenues were  generated
          from Deer Valley School District.

     Net Loss Per Share:

          Common stock  equivalents  (approximately 35 million shares) have been
          excluded from the net loss per share calculations because their effect
          would reduce loss per share.




                                      F-11
<PAGE>


                       SOUTHERN STATES POWER COMPANY, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                       YEARS ENDED APRIL 30, 2001 AND 2000




(1)  Summary of Significant Accounting Policies, Continued:

     Accounting For Stock-Based Compensation:

          The Financial Accounting Standards Board issued Statement of Financial
          Accounting Standards No. 123, Accounting for Stock-Based Compensation,
          which  applies the fair value  method of  accounting  for  stock-based
          compensation  plans. In accordance  with this  statement,  the Company
          expects  to  continue  to  account  for  stock-based  compensation  in
          accordance with Accounting Principles Board Opinion No. 25, Accounting
          for Stock Issued to  Employees.  The fair value for these  options was
          estimated at the date of grant using a  Black-Scholes  option  pricing
          model with the following weighted-average  assumptions for years ended
          April 30, 2001 and 2000:  weighted average risk-free interest rates of
          6.15%; dividend yields of 0%;  weighted-average  volatility factors of
          the expected  market price of the Company's  common stock of 0%; and a
          weighted average expected life of the option of 4 years.  Based on the
          fair value of these  options using the Black  Scholes  option  pricing
          model,  pro forma  information  regarding  net income and earnings per
          share  under  the  fair-value  method  has not been  presented  as the
          amounts are negligible for the years ended April 30, 2001 and 2000.

     New Accounting Pronouncements:

          Statement  of  Financial   Accounting   Standards  ("SFAS")  No.  133,
          Accounting  for Derivative  Instruments  and Hedging  Activities,  was
          issued in June 1998 and establishes accounting and reporting standards
          for derivative  instruments,  including certain derivative instruments
          embedded in other contracts, (collectively referred to as derivatives)
          and for hedging  activities.  SFAS No. 133 was initially effective for
          all fiscal quarters of fiscal years beginning after June 15, 1999.

          In July 1999, SFAS No.l 137, Accounting for Derivative Instruments and
          Hedging  Activities - Deferral of the Effective Date of FASB Statement
          No. 133, was issued which delays the effective date of SFAS No. 133 to
          fiscal  years  beginning  after June 15,  2000.  The Company  does not
          believe that the  adoption of this new  standard  will have a material
          impact on its financial position or results of operations.

          In December 1999, the SEC staff issued Staff Accounting Bulletin (SAB)
          No. 101,  Revenue  Recognition in Financial  Statements,  which became
          effective  December 2000. SAB No. 101 summarizes the SEC staff's views
          in  applying  generally  accepted  accounting  principles  to  revenue
          recognition in financial  statements.  The application of this SAB did
          not  have a  material  effect  on the  Company's  revenue  recognition
          policies.




                                      F-12
<PAGE>


                       SOUTHERN STATES POWER COMPANY, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                       YEARS ENDED APRIL 30, 2001 AND 2000





(1)  Summary of Significant Accounting Policies, Continued:

     New Accounting Pronouncements, continued:

          In March 2000, the Financial  Accounting Standards Board (FASB) issued
          Interpretation  No. 44 of Accounting  Principles  Board Opinion No. 25
          Accounting  for Certain  Transactions  Involving  Stock  Compensation,
          which,  among other things,  addressed  accounting  consequences  of a
          modification  that reduces the exercise  price of a fixed stock option
          award (otherwise known as repricing). If the exercise price of a fixed
          stock  option  award is reduced,  the award must be  accounted  for as
          variable  stock option plan from the date of the  modification  to the
          date the award is exercised, is forfeited, or expires unexercised. The
          exercise  price of an option  award has been reduced if the fair value
          of the consideration  required to be paid by the grantee upon exercise
          is  less  than  or  potentially  less  than  the  fair  value  of  the
          consideration  that was  required  to be paid  pursuant to the award's
          original terms.  The requirements  about  modifications to fixed stock
          option awards that directly or indirectly reduce the exercise price of
          an award apply to modifications made after December 15, 1998, and will
          be applied  prospectively  as of July 1, 2000.  The  adoption  of this
          interpretation did not impact the Company's financial statements.

          In January 2001,  the Financial  Accounting  Standards  Board Emerging
          Issues Task Force issued EITF 00-27  effective  for  convertible  debt
          instruments   issued  after  November  16,  2000.  This  pronouncement
          requires the use of the intrinsic  value method for recognition of the
          detachable and imbedded  equity features  included with  indebtedness,
          and  requires   amortization   of  the  amount   associated  with  the
          convertibility  feature  over the life of the debt  instrument  rather
          than the period for which the  instrument  first becomes  convertible.
          All debt instruments  entered into during 2001 have been accounted for
          pursuant to EITF 00-27. (See note 6).


(2)  Property and Equipment:

     A summary is as follows:

          Machinery and equipment                          $      130,202
          Leasehold improvements                                    6,468
          Office equipment                                          4,789
                                                           --------------

                                                                  141,459
          Less accumulated depreciation                             5,111
                                                           --------------
                                                           $      136,348
                                                           ==============



                                      F-13
<PAGE>


                       SOUTHERN STATES POWER COMPANY, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                       YEARS ENDED APRIL 30, 2001 AND 2000




(3)  Goodwill:

     A summary is as follows:

          Goodwill                                          $    1,400,000
          Less accumulated amortization                          1,302,400
                                                            --------------

                                                            $       97,600
                                                            ==============

     Amortization  expense amounted to $466,400 and $466,000 for the years ended
     April 30, 2001 and 2000, respectively.

(4)  Loan Payable, Other:

     Loan  payable,  other,  is  payable  on demand,  bears no  interest  and is
     unsecured.


(5)  Loan Payable, Bank and Other:

     Loan  payable,  bank,  bears  interest at 1% over prime  interest  rate, is
     unsecured,  holds the personal  guaranty of a shareholder and is payable in
     monthly installments of $2,333 starting on September 15, 2001 until paid or
     is fully due by February 15, 2004. Interest is payable monthly.

     Aggregate  maturities of the Loan payable,  bank, for each of the next five
     years as of April 30, 2001 are as follows:

          Year ending April 30,
              2002                                           $       18,667
              2003                                                   28,000
              2004                                                   23,333
                                                             --------------

                                                             $       70,000
                                                             ==============





                                      F-14
<PAGE>


                       SOUTHERN STATES POWER COMPANY, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                       YEARS ENDED APRIL 30, 2001 AND 2000




(6)  Stockholders' Equity:

     During  January 2000,  the Company sold 215,281  shares of its common stock
     for  approximately  $275,000  through a  private  placement  offering  with
     exemption  from  registration  under  Regulation D of the Securities Act of
     1933.

     During  the year ended  April 30,  2000,  The  Hemisphere  Group  exercised
     544,500 options at approximately $1.00 each.  Subsequent to April 30, 2000,
     the  Hemisphere  Group  exercised an  additional  58,000  options for gross
     proceeds of $58,000.

     During  August 1999,  the Company  issued  45,134 shares for an 8% interest
     (classified  as  available  for  sale   securities)  in  two  oil  and  gas
     exploration ventures, which investments were valued at the trading price of
     the Company's shares at date of acquisition.

     In May of 1999, the Company issued approximately 485,447 shares in exchange
     for lease rights to thirty-five  stripper  wells,  including three miles of
     new gas pipeline and refurbished storage,  separation and oil facilities on
     135  acres of land in  Louisiana.  The  investment  was  recorded  at cost,
     measured by the trading value of common shares at the date of acquisition.

     At  inception,   the  Company  had  issued   5,000,000   shares  to  B.A.T.
     International,  Inc. in exchange for exclusive  worldwide rights to utilize
     the B.A.T. Dolphin Pulse Charge Technology for uses in the power generation
     and natural gas pumping  application.  During fiscal 2000 issues had arisen
     with respect to the  feasibility of this  technology  and B.A.T.  agreed to
     convey  4,020,800 of these shares to the  treasury,  which shares were then
     cancelled.  Inasmuch  as  there  was no  cost  basis  at  inception  to the
     transfers of the technology or oil and gas rights, no amounts were recorded
     in the accompanying financial statements.

     During the year ended April 30, 2001 and 2000,  the Company  issued 409,520
     and 519,057 shares of its restricted common stock to various individuals in
     exchange for services  which were  recorded at the fair value of the shares
     at the date of issuance, respectively.  Compensation expense resulting from
     these  issuances  amounted  to $85,498 and  $1,329,532  for the years ended
     April 30, 2001 and 2000, respectively.

     During March 2001,  the Company  entered into an  agreement  with  Southern
     States Gas Gathering  Systems,  Inc. to terminate  the Company's  rights to
     purchase gas at a contracted rate, however, the Company has rights to lease
     the  stripper  wells.  Pursuant  to this  agreement,  Southern  States  Gas
     Gathering  Systems,  Inc.  returned to the Company 1,150,000 common shares,
     which  were  subsequently  cancelled  and for  which,  no  value  has  been
     assigned.




                                      F-15
<PAGE>


                       SOUTHERN STATES POWER COMPANY, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                       YEARS ENDED APRIL 30, 2001 AND 2000




(6)  Stockholders' Equity, Continued:

     Convertible Debentures
     ----------------------

     During April 2001, the Company  initiated a $ 1,000,000  private  placement
     offering of its 8% debt securities  convertible into shares of common stock
     at a conversion  rate equal to 70% of the lowest closing bid prices for the
     Company's  common  stock  for the  preceding  30 days  prior to the date of
     conversion.  During the year  ended  April 30,  2001,  the  Company  raised
     $174,000,  all of which was converted into 1,120,694 common shares in April
     2001.  The Company also recorded an interest  expense of $174,000  (maximum
     amount  is  limited  to the  face  amount  of the  notes  even  though  the
     conversion feature exceeded face value) arising from beneficial  conversion
     feature and debt issue costs.

     Subsequent to April 30, 2001,  the Company  raised an additional  $825,000,
     all of which was converted into  approximately  29,500,000 common shares at
     the  conversion  rate equal to 70% of the lowest closing bid prices for the
     Company's  common  stock  for the  preceding  30 days  prior to the date of
     conversion.  The Company  will also record an interest  expense of $825,000
     (maximum  amount is limited to the face amount of the notes even though the
     conversion feature exceeded face value) arising from beneficial  conversion
     feature and debt issue costs.

     In  connection  with this  offering,  4 million  shares are to be issued to
     third  parties for services to be rendered.  The shares  issuable have been
     valued  using the fair market value at the date of  commitment  and will be
     pro ratably  recorded as debt  issuance  cost. As these shares had not been
     issued as of August 10, 2001, these are not included in outstanding  common
     shares or net loss per share computations.


(7)  Stock Options:

     During March 1998,  the Company raised  $1,000,000  through the issuance of
     1,000,000 shares of its common stock to The Hemisphere  Group. An option to
     purchase an additional  1,500,000 shares of the Company's common stock were
     also granted, with an exercise price of $1.00 each which equaled fair value
     at the date of grant,  and expired in March 2001 (after an  extension  of 1
     year).

     During  March 2000,  the  Company  granted  310,000  options to OceanAir to
     purchase 310,000 shares of restricted  common stock at an exercise price of
     $2.00 per share which equaled fair value at the date of grant.

     During the year ended April 30, 2001, 147,800 options were exercised by The
     Hemisphere Group for gross proceeds of $160,300.  In addition,  the Company
     granted,  to  management  and  directors,  options  to  purchase  8,566,000
     underlying  common  shares at an  exercise  price of $0.001 per  share,  of
     which, 6,650,000 options have been exercised through the execution of notes
     receivables due to the Company. The Company recorded a non-cash stock based
     compensation expense of $2,899,064 during the year ended April 30, 2001.




                                      F-16
<PAGE>


                       SOUTHERN STATES POWER COMPANY, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                       YEARS ENDED APRIL 30, 2001 AND 2000




(7)  Stock Options, Continued:

     The number and weighted  average exercise prices of options granted for the
     years  ended   April  30,   2001  and  2000  are  as  follows:

                                                    2001              2000
                                             -----------------  ----------------
                                                       Average           Average
                                                      Exercise          Exercise
                                               Number   Price    Number   Price
                                             ---------  -----  ---------  -----

     Outstanding at beginning of the year      803,000  $1.37  1,050,000  $1.00
     Granted during the year                 8,566,000   0.00*   310,000   2.00
     Exercised during the year               6,797,800   0.00*   557,000   1.02
     Cancelled during the year                 655,200   1.37          -      -
     Outstanding at end of the year          1,916,000   0.00*   803,000   1.37
     Exercisable at end of the year          1,916,000   0.00*   803,000   1.37

     * Average exercise price amounted to $0.001.


(8)  Commitments:

     Rent
     ----

     The Company  leases its office  space in Ontario,  California  on a monthly
     basis. Rent expense under all leases amounted to $6,200 and $20,400 for the
     years ended April 30, 2001 and 2000, respectively.

     Termination of Agreement to Purchase of 51% Interest in NOPEC Corporation
     -------------------------------------------------------------------------

     During fiscal 2000,  the Company  agreed to acquire a 51% interest in NOPEC
     Corporation,  a  Lakeland,  Florida  based  state of the art  facility  for
     processing  bio-diesel fuel. The purchase price was  $11,500,000,  of which
     $1,500,000  was to be paid in cash and the balance in the Company's  common
     stock.  During the two years  ended  April 30,  2001,  the Company had paid
     $690,000 of the cash obligation,  which was  characterized as secured notes
     receivable.  During the year ended April 30, 2001,  the Company  terminated
     its agreement to acquire a 51% interest in NOPEC Corporation.  The Company,
     in  settlement,  realized  $250,000  as other  income  on the  accompanying
     statement of operations.




                                      F-17
<PAGE>