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

(Mark One)
         [X]      Annual  Report  Under  Section  13 or 15(d) of the  Securities
                  Exchange Act of 1934

                    For the fiscal year ended April 30, 1999

         [  ]   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.
                       -----------------------------------
                 (Name of small business issuer in its charter)

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

                  830 Havens Road, Shreveport, Louisiana 71107
                  --------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

         Issuer's Telephone Number, Including Area Code: (318) 221-5703
                                                         --------------

         Securities Registered under Section 12(b) of the Exchange Act:

         Title of Each Class        Name of Each Exchange on Which Registered
         -------------------        -----------------------------------------
                 None                               None

         Securities registered under Section 12(g) of the Exchange Act:

                                  Common Stock
                                  ------------

                                (Title of Class)

                          (Continued on Following Page)

                                                                               1

<PAGE>



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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S- B 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.
                   ----

The Company had no revenues from  operations  during the fiscal year ended April
30, 1999.

The  aggregate  market  value of the voting stock held by  nonaffiliates  of the
registrant (4,157,500 shares) is approximately $20,787,500. The aggregate market
value has been computed by reference to the average bid and asked prices of such
stock  ($5.00 per share) as of August 30,  1999 (which date is within 60 days of
the filing of this Form 10-KSB).

The number of shares  outstanding  of the issuer's  Common Stock as of April 30,
1999 was  10,907,500.  Of these  shares,  2,000,000  were  freely  tradable  and
8,907,500 were restricted.

Documents incorporated by reference:  None.


                 This Form 10-KSB consists of Thirty Three Pages
                   Exhibit Index is Located at Page Thirty Two

                                                                               2

<PAGE>



                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

THE COMPANY

     Southern States Power Company, Inc. ("SSPC" or the "Company") was formed in
March 1998 as a private  Louisiana  corporation to develop and market innovative
energy  and  power  technologies  with a  concentration  on those  products  and
services  that either  improve or preserve the  environment  on a global  basis.
After formation of the private company,  Company  Management sought out a public
vehicle and  executed a merger  with Pascal  Ventures,  Inc.,  a public  company
organized under the laws of the state of Delaware on August 31, 1988. The merger
was consummated on July 13, 1998. Pascal Ventures, Inc. then changed its name to
Southern States Power Company,  Inc. and the private  Louisiana  corporation was
dissolved. The Company then set out to execute its business plan.

     The initial  efforts and  resources  of the Company were  dedicated  toward
establishing the base business ventures of advanced transportation  technologies
and alternative fuels. The vehicle manufacturing project was begun in Otay Mesa,
Tijuana,  Baja  California,  Mexico with joint  venture  partner,  Environmental
Process  Advanced,  S.A. de C.V.,  ("EPA") a private  Mexican  corporation.  The
project began as a three-way joint venture between the Company (40%),  EPA (20%)
and Global Green Cars, Inc.,  ("GGC") a private domestic  corporation (40%). Due
to inability to continue  financial  contributions to the project,  GGC sold its
interest to the Company in exchange for $40,000  cash  dedicated to paying debts
owed by GGC to  various  creditors  for  expenses  related to the  project.  The
Company  recognized this opportunity as a significant chance to expand its stake
in the  project  for a nominal  price.  The Company  then  established  a sister
operation in Sinaloa, Mexico.

     The vehicle project is concerned with manufacturing composite body vehicles
in two  styles,  a pickup  truck model and a sport  utility/all-terrain  vehicle
known as the  "Rhino."  Both styles can be  outfitted  with either a diesel or a
gasoline  engine.  At  present,  Volkswagen  engines are being used to power the
vehicles.

     The Company has also received  orders for  "gliders,"  or vehicles  without
engines.  These orders were placed by participants in the mining industry as the
vehicles  are much more  resistant  to the  corrosive  atmospheres  inherent  in
underground  mines.  The mining  industry  represents  a large  market niche for
specialty  vehicles if both vehicles and engines can meet strict new  regulatory
requirements. Regulations developed by the Mine Safety and Health Administration
(MSHA) require vehicles to meet height, ground clearance and other requirements.
The engines must meet strict emission requirements and must be certified for use
in  underground  mines.  The  regulations  will go into full effect  starting in
November, 1999. This will require replacement of mining vehicles in a very short
time period that do not meet  chassis or emission  requirements.  There are over
15,000  underground mining vehicles of this type that have to be replaced by the
end of November in the U.S. and an

                                                                               3

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even larger international market. This is an ideal market opportunity for SSPC's
technology and production capacity.

     The Company also entered the  alternative  fuels market  during fiscal year
1999 by commencing with the development of a biodiesel fuel division.  Biodiesel
fuel is produced by combining vegetable or animal oils with standard diesel fuel
in an effort to eliminate or reduce particulates and other emissions  associated
with the burning of straight diesel fuels.

     One such  blending oil is soybean  oil. In  recognition  of this fact,  the
Company  located  and  purchased  a soybean oil  extraction  plant in  Culiacan,
Mexico.  Thereafter, the Company located and leased a second facility. The lease
is for a  ten-year  period  with an option to  purchase  at the end of the lease
term. The facilities  were designed with state of the art equipment.  The plants
are in excellent condition.

     Equipment in the plants include oil extraction  machinery,  rail siding for
transportation,  meal and seed/bean unloading and loading equipment, oil storage
tanks, boiler and steam generator equipment and offices and labs. The plants are
now fully  refurbished  and ready to enter into  agricultural  processing in the
near future.  SSPC has reached  confidential  agreements with the farmers in the
region to allow  purchase of soybeans at a set price for a 15 year period.  This
will provide  price  certainty  for raw material  supplies that will help insure
plant  profitability.  Due to drought conditions that have prevailed in the area
of the processing facilities, the Company has not yet commenced operations.

     By the end of fiscal year 1999, the Company had taken  significant steps to
establish  biodiesel blending  facilities in the United States as a precursor to
entering the  domestic  biodiesel  market.  The  decisions to develop  biodiesel
divisions were based on favorable economic and political conditions.

     Several laws and air quality management agreements that are just going into
effect in 1999 will sharply impact demand for biodiesel fuel:

     1.  The   California   Air  Resources   Board  recently  ruled  that  small
particulates  are a toxic health  hazard.  New fines for exceeding  smoke limits
will go into  effect in April 1999 that will lead to $5000 fines for trucks on a
second violation, and forfeiture of the truck for failure to pay. Mexican trucks
crossing  the border to deliver in Los  Angeles  will be a focus of  enforcement
actions because engines and fuel are so dirty.

     2. The Transportation Equity Act of the 21st Century allows fleets or heavy
duty equipment affected by alternative fuel mandates to meet requirements with a
diesel  engine  vehicle  operating on 20%  biodiesel,  80%  petroleum.  Off-road
heavy-duty  equipment using  alternative fuels will be given bid preferences and
equipment operating  advantages on highway  construction  contracts.  Funding is
available in the bill for purchase of biodiesel fuel and fueling facilities

                                                                               4

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     3. The  Interstate  Clean  Transportation  Corridor  ("ICTC")  consists  of
interstate  highway  systems in four Western states (CA, AZ, NV, UT). The states
are working  together to provide  alternative  fuel  stations  for trucks in the
ICTC.  Many trucks may use biodiesel,  particularly in California to avoid smoke
violation fines.

     Biodiesel  fuel can be used in existing  diesel  engines  with little or no
modifications  as an  alternative  fuel.  Use of the fuel  leads  to much  lower
emissions  while also improving  engine  lubricity and providing other benefits.
The recent change in the alternative fuel requirements that allows 20% biodiesel
to  qualify  will  create a strong  demand  among the more than 8 million  fleet
vehicles in the U.S.  All of these fleet  vehicles  will be impacted in the near
future by alternative fuel rules. Some fleets such as federal, state and utility
fleets must purchase 75-90% alternative fuel vehicles starting this year.

     Biodiesel  is the lowest  cost  alternative  fuel  option  for many  fleets
because  diesel  vehicles can be utilized and fueling  infrastructure  costs are
very low  compared to natural gas,  ethanol,  methanol or  electricity.  Over 12
million  gallons of diesel fuel is consumed  daily in California  alone.  Even a
very small shift in the  consumption  of diesel  represents a tremendous  market
opportunity for biodiesel.

     At  present,  government  regulations,  both  state  and  federal,  mandate
deployment of alternative fuel vehicles for certain operators. In certain cases,
government  agencies  will  subsidize  the  purchase  of  alternative  fuels  by
consumers  in an effort to offset  the  increased  costs  associated  with their
manufacture.  Over time, as the number of  alternative  fuel producers and users
increases  and a  stable  market  is  established,  the  standard  price  should
stabilize at a competitive  level such that the subsidies can be removed without
adverse effects on this new market.

     In  addition  to its base  business,  the  Company  expanded  into  related
technologies  in  fiscal  year 1999 by  forming  Global  Fuel  Cell  Corporation
("GFCC") as a fifty-fifty  joint venture with ANUVU, Inc. GFCC is concerned with
development  and  manufacture  of an advanced  fuel cell that is  lighter,  more
compact and delivers more energy than other competing fuel cells.  The near term
and long term  production  costs are much lower than other  technologies,  which
will  allow  GFCC to bring  this fuel cell to market in a near term time  frame.
This is expected to result in a zero emission  vehicle that has equivalent range
and life cycle cost versus a gasoline  vehicle.  Demonstration  runs are planned
with a fuel cell powered mini-van in the next several months.

     Fuel cells run on hydrogen gas that can be produced from a variety of fuels
including natural gas, propane, bio-diesel,  methanol, and gasoline. Natural gas
is the fuel of choice and presents  the least amount of problems in  conversion.
Unfortunately,  automobiles  cannot carry enough natural gas tanks and therefore
have range limitations.

     However,  fuel cells also have very large market applications as stationary
power generation  units.  Power generator fuel cells are not confronted with the
same technical

                                                                               5

<PAGE>



hurdles as automobile  fuel cells.  For example,  stationary  fuel cells can run
indefinitely  on natural gas supplied by local gas mains,  which presently exist
in most US cities. Secondly, the space limitations in automobiles do not present
a problem in stationary fuel cell applications.  A third advantage of stationary
applications  is that fuel cells  running on natural gas can be combined  with a
natural  gas  powered  cogeneration  unit.  The waste  heat of the  natural  gas
generator  can be utilized for fuel cell  operations in  conjunction  with other
cogeneration features.

     In addition to these  advantages,  stationary source fuel cell applications
have the additional benefits of high efficiency and no pollution. Fuel cells can
generate  pollution-free  power at the customer  site with no  requirements  for
connecting to the electric power grid or power lines,  and they are  independent
from power company outages.  Furthermore, fuel cells produce electricity through
a chemical cycle by combining  hydrogen with oxygen (from air) to form H2O (pure
water).  This chemical  cycle doubles the energy  conversion  efficiency  over a
conventional  burning fuel cycle.  Therefore,  fuel cells offer lower electrical
fuel costs which are the single  largest  cost  component in the  production  of
electrical power.

     The markets for stationary  fuel cell generation are very large and include
base-load applications in government,  military services and industry, emergency
power backup for mission  critical  applications  including  telecommunications,
medical care and facilities  management,  and  alternative  energy for small and
large residential environments.

     The  Company  also  furthered  its stake in the crude oil and  natural  gas
industry by making a key  acquisition  in Louisiana.  A long-term  crude oil and
natural gas supply was  necessary  for  development  of other  Company  projects
related to alternative  fuels. As such,  Management  negotiated for and executed
the purchase of a majority of the membership  interests in two private  Delaware
limited  liability  companies with operations in Louisiana on April 1, 1999. The
LLC's, known as Gamm Project #2-9, LLC and Gamm Project #3-24, LLC, are involved
in exploiting  proprietary swabbing technology wherein oil and gas are extracted
from shallow  wells in the Caddo Pine Island Field of Northwest  Louisiana  near
Shreveport. This acquisition will enable the Company to enjoy a steady supply of
crude oil and natural gas for testing and product development.  The acquisitions
were made by tendering  485,447  shares of the  Company's  common stock unto the
members of the LLC's.

TECHNOLOGY PROTECTION POLICY AND DISCLAIMERS

     It is the Company's policy to protect its technology by, among other means,
filing patent applications to protect technology which it considers important to
the  development of its business.  The Company will also rely upon trade secrets
and improvements,  unpatented know-how, and continuing  technological innovation
to develop and maintain its competitive  position.  Despite the Company's policy
to seek patent protection wherever  appropriate,  there can be no assurance that
the Company's patent applications will result in further patents being issued or
that, if issued,  the patents will afford  protection  against  competitors with
similar technology. There can also be no assurance that any patent issued

                                                                               6

<PAGE>



to the Company will not be infringed  or  circumvented  by others or that others
will not obtain  patents that the Company  would need to license or  circumvent.
There  can be no  assurance  that  licenses,  which  might be  required  for the
Company's processes or products,  would be available on reasonable terms or that
patents  issued to others  would not  prevent the Company  from  developing  and
marketing its products. In addition, there can be no assurance that the patents,
if issued,  would be held  valid by a court of  competent  jurisdiction.  To the
extent the Company also relies upon  unpatented  trade secrets,  there can be no
assurance that others will not independently  develop  substantially  equivalent
proprietary information and techniques or otherwise gain access to the Company's
trade secrets or disclose such technology.

CONFIDENTIALITY POLICY AND DISCLAIMERS

     Company  agents  and  officials  interact  with many  different  technology
development  entities  and  concerns.  It is the policy of the Company to obtain
executed  confidentiality  agreements  from those  persons or  entities  to whom
Company trade secrets are revealed.  The standard agreement includes  provisions
prohibiting disclosure of proprietary information, both patented and unpatented.
With  respect to Company  employees  and  consultants,  the  agreements  include
provisions  prohibiting  competition  with the Company.  It should be noted that
these   agreements   do  not   provide  an  absolute   protection   against  the
misappropriation of Company information and secrets.

EMPLOYEES AND OFFICERS

     The  officers  of the Company  are Heber C.  Bishop,  President & Director,
William C. "Curt"  Thurmon,  Director,  Robert B.  Raines,  Jr.,  Director,  and
Antoinette Fowler, Secretary/Treasurer.  None devotes their full time to Company
affairs.  Generally,  the officers of the Company have not been paid any regular
salaries  or  bonuses,   although  the  Company   occasionally   has  authorized
compensation to certain officers for services  rendered and expenses  personally
incurred on the Company's  behalf.  The officers and directors held stock in the
private corporation that merged with Pascal Ventures,  Inc., and as such, became
shareholders  in the Company as  compensation  for their efforts as officers and
directors.  The  Company  employs a small staff at the  Shreveport  headquarters
(receptionist, investor relations director, corporate counsel).

ITEM 2.  DESCRIPTION OF PROPERTY

     The  Company's  principal  place of business is located at 830 Havens Road,
Shreveport,   Louisiana.   This  space  is  leased  from   Consolidated   Energy
Investments,  Inc. and includes an executive  suite,  a conference  room, a file
area, and  kitchen/bath  facilities.  The lease is month to month with automatic
reconduction  absent  notice  from  either  the lessor or lessee of an intent to
terminate the lease.



                                                                               7

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ITEM 3.   LEGAL PROCEEDINGS

     There are no  material  legal  proceedings  which are  pending or have been
threatened against the Company of which Management is aware.

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

     The shareholders of the Company  approved,  by unanimous  consent dated May
29, 1998, a (i) Share Exchange Agreement and Plan of Reorganization  between the
Company and  Southern  States  Power  Company,  Inc.,  a  Louisiana  corporation
("Southern"), wherein the Company issued an aggregate of 8,205,000 shares of its
"restricted" common stock to the former shareholders of Southern in exchange for
all of the issued and  outstanding  stock of  Southern;  and (ii)  amending  the
Company's Certificate of Incorporation to increase its authorized capitalization
to  50,000,000  shares of $.001 par value common stock and change the  Company's
name to "Southern States Power Company, Inc."

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

     The Company's Common Stock is traded on the over-the-counter ("OTC") system
under the symbol  "SSPC".  The  following  table  sets  forth,  for the  periods
indicated,  the closing high and low bid prices for the Common Stock. The prices
represent inter-dealer prices, without adjustment for retail markups, markdowns,
or commissions and may not represent actual transactions. The National Quotation
Bureau, Inc. has provided the information.
                                                            BID PRICE
                                                     ---------------------

                                                          HIGH      LOW
                                                          ----      ---

         Fiscal Year Ended April 30, 1999
                  First quarter*                        $  n/a    $  n/a
                  Second quarter*                          n/a       n/a
                  Third quarter*                           n/a       n/a
                  Fourth quarter                          7.50      3.25


         Fiscal Year Ended December 31, 1997
                  First quarter*                        $  n/a    $  n/a
                  Second quarter*                          n/a       n/a
                  Third quarter*                           n/a       n/a
                  Fourth quarter*                          n/a       n/a


                                                                               8

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------------------------
* The Company's stock was not approved for trading until February 2, 1999.

     On April  30,  1999,  there  were  approximately  84  record  owners of the
Company's Common Stock.

     The  Company has never paid a cash  dividend  and does not  anticipate  the
payment of cash dividends in the foreseeable future. Earnings are expected to be
retained to finance the Company's growth. Declaration of dividends in the future
will remain within the  discretion of the  Company's  Board of Directors,  which
will review its dividend policy from time to time.

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

RESULTS OF OPERATIONS: FISCAL YEAR 1999

     The Company had no revenue from business  operations during the fiscal year
1999. The Company  incurred  research and development  expenses in the amount of
$326,770  and  consulting  fees in the  amount of  $881,287.  General  operating
expenses  totalled $612,654 for fiscal year 1999.  Approximately  $1,183,598 was
invested in the automobile manufacturing joint venture described in PART I, Item
1 of this Report.

LIQUIDITY

     The Company's net working  capital  position  (current  assets less current
liabilities)  is  $33,089.  Of the  Company's  $17,439 in  current  liabilities,
approximately  $2,200  results  from rent,  approximately  $1,125  results  from
utilities,  approximately  $10,000  results  from legal  fees and  approximately
$3,000 results from payroll  liabilities.  None of these three groups (holding a
total of approximately  $16,325 in current  liabilities) has made or is expected
to make a demand for cash payments until the Company's cash position improves.

PRIVATE PLACEMENTS CLOSED

     The Company  closed the  following  private  placements  during fiscal year
1999:

     During the second  quarter of fiscal  year  1999,  the  Company  closed the
merger between Pascal  Ventures,  Inc. and Southern  States Power Company,  Inc.
(the private Louisiana corporation).

     During the second  quarter of fiscal  year 1999,  Joseph  Wilhelm  tendered
$150,000  for  150,000  shares  of  stock at $1.00  per  share  but did so via a
subscription  agreement  whereby the Company must issue the shares no later than
December 31, 1999.


                                                                               9

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     During the third and fourth quarters of fiscal year 1999,  Hemisphere Group
tendered  $270,000 for 270,000 shares of stock at $1.00 per share but did so via
a subscription agreement whereby the Company must issue the shares no later than
December 31, 1999.  These shares were purchased  pursuant to Hemisphere  Group's
option agreement with the Company.

     During the fourth  quarter of fiscal  year 1999,  the  Company  sold 50,000
shares of stock for $50,000 at $1.00 per share to Hemisphere Group. These shares
were purchased pursuant to Hemisphere Group's option agreement with the Company.

     Also during the fourth quarter of fiscal year 1999, the Company transferred
127,500 shares of stock to Thomas McBurnie, President of Thunder Ranch, Inc., in
exchange for ownership of automobile  body design molds for use in the Company's
Otay Mesa composite vehicle manufacturing joint venture.

     Subsequent to the end of fiscal year 1999, the Company purchased a majority
of the  membership  interests in Gamm Project #2-9,  LLC and Gamm Project #3-24,
LLC in exchange for 485,447 shares of stock.

JOINT VENTURE ACTIVITIES

     The Company  entered into a joint  venture  agreement  with ANUVU,  Inc. to
develop, manufacture and market advanced fuel cells. Each participant owns fifty
percent of the venture.  The Company provides  monetary and technical support to
the  project.  It  is  anticipated  that  products  will  be  available  in  the
marketplace in early 2000.

Composite Vehicle Manufacturing Venture

     Initially,  the  Company  entered  into  this  venture  as a forty  percent
participant.   Environmental   Process   Advanced,   S.A.  de  C.V.,  a  Mexican
corporation,  owns  twenty  percent  of  the  venture.  Original  forty  percent
participant  Global Green Cars, Inc. was unable to continue as a participant and
the Company purchased its interest by paying off accrued debts of GGC related to
the venture.

PATENT ACTIVITY

     No patent applications were made during fiscal year 1999; however, research
was  underway  that  should  lead  to  patentable  results.   The  Company  will
aggressively pursue any patent opportunities as they arise.

ADDITIONAL FUNDING IS REQUIRED

     The  Company's  business  plan will require  additional  funding for future
development.  The funds to be raised  will be used in the  following  areas:  1)
buildout of the Company's

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<PAGE>



biodiesel  processing  facilities,  2)  relocation  of the  Company's  composite
vehicle manufacturing facility, 3) entry into the composite body vehicle market,
4)  development  of the fuel cell  venture,  and 5) at such time as funds become
available, commencement of payment of salaries to Company officers.

YEAR 2000 ISSUE

     Many existing  computer  programs use only two digits to identify a year in
the date field.  These programs were designed and developed without  considering
the  impact  of the  upcoming  change in the  century.  If not  corrected,  many
computer  applications  could fail or create erroneous results by or at the Year
2000. As a result,  many companies will be required to undertake  major projects
to address the Year 2000 issue. Because the Company has no assets, including any
personal property such as computers, it is not anticipated that the Company will
incur any negative impact as a result of this potential problem.

FORWARD-LOOKING STATEMENTS

     In connection  with, and because it desires to take advantage of, the "safe
harbor" provisions of the Private Securities  Litigation Reform Act of 1995, the
Company cautions  readers  regarding  certain forward looking  statements in the
following  discussion  and  elsewhere in this report and in any other  statement
made by, or on the behalf of the Company,  whether or not in future filings with
the  Securities  and  Exchange   Commission.   Forward  looking  statements  are
statements  not  based on  historical  information  and  which  relate to future
operations, strategies, financial results or other developments. Forward looking
statements  are  necessarily  based  upon  estimates  and  assumptions  that are
inherently   subject  to   significant   business,   economic  and   competitive
uncertainties and contingencies,  many of which are beyond the Company's control
and many of which,  with respect to future  business  decisions,  are subject to
change.  These  uncertainties  and  contingencies  can affect actual results and
could cause  actual  results to differ  materially  from those  expressed in any
forward  looking  statements  made by,  or on  behalf  of,  the  Company.  These
forward-looking  statements  can  generally  be  identified  as such because the
context of the  statement  will  include  words such as the Company  "believes,"
"anticipates," "expects" or words of similar import. Similarly,  statements that
describe   the   Company's   future   plans,   objectives   or  goals  are  also
forward-looking  statements.  Such  statements  may  address  future  events and
conditions  concerning,  among other things, the Company's results of operations
and  financial   condition;   the  consummation  of  acquisition  and  financing
transactions  and  the  effect  thereof  on  the  Company's  business;   capital
expenditures;  litigation;  regulatory  matters;  and the  Company's  plans  and
objectives  for future  operations  and  expansion.  The Company  disclaims  any
obligation to update forward looking statements.

ITEM 7.  FINANCIAL STATEMENTS

     The  financial  statements  are  filed  at the end of this  report  and are
incorporated herein by reference.

                                                                              11

<PAGE>




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

     None.


                                    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  identifies  the name,  ages,  and  positions  of all
directors, officers, and persons nominated by management to become a director.


                  NAME                AGE                   POSITION

         Heber C. Bishop               70              President, Director
         William C. Thurmon            41              Director
         Robert B. Raines, Jr.         41              Director
         Antoinette Fowler             38              Secretary/Treasurer

     All  current  directors  are  serving  one-year  terms and are  subject  to
re-election  at the annual  meeting of  shareholders.  Officers  are  elected to
serve,  subject to the  discretion  of the Board,  until  their  successors  are
appointed.

     Heber C. Bishop,  has been President and Director of Southern  States Power
Company,  Inc. since its inception in 1998. Mr. Bishop has spent fifty-two years
selling and promoting heavy  equipment and machinery  relating to the generation
of  electricity,  including  Skinner  Steam  Engines,  Union  Iron  Works  steam
generators and all supporting  structural steel, ductwork and breaching relating
to central power  generating  equipment.  His career  includes the sales of high
pressure  pumps,  valves  and  control  equipment  relating  to the power  plant
industry.  In August 1990,  Mr. Bishop  embarked on the  development  of a major
electric  co-generation  plant.  As a  result  of this 2 1/2 year  effort,  a 90
megawatt power plant was built in Henderson,  Nevada at a cost of  $110,000,000.
The plant has been  generating  power for the past six years for delivery to the
local  utility.  This  co-generation  plant is reputed to be one of the best and
most  successful  plants of its kind in the United States.  In addition to these
activities,  Mr.  Bishop serves as Vice  President  and Marketing  Consultant to
Magna Energy Systems/Magna Group of Companies.  Those entities deal with several
fields,  including natural gas, housing  development and development of a unique
burner to dispose of used auto and truck tires.


                                                                              12

<PAGE>



     William  Curtis  Thurmon,  has been a Director  of  Southern  States  Power
Company,  Inc.  since its  inception in 1998.  He received his B.S. in Petroleum
Engineering  from  Louisiana  Tech  University in 1980.  After  graduation,  Mr.
Thurmon  joined Amoco  Production  Company as an Engineer in  Lafayette  and New
Orleans,  Louisiana,  where his areas of expertise included  management of daily
operations,  drilling and development of oil fields and maximization of existing
production.  While with  Amoco,  Mr.  Thurmon  achieved  the  classification  of
Petroleum  Engineer-Senior  Grade.  In 1984,  Mr.  Thurmon  began a tenure  with
Southland  Royalty  Company in  Casper,  Wyoming  where he served as  Operations
Manager for the Northern  Rockies  District.  In 1986, Mr.  Thurmon  returned to
Louisiana and started his own oil and gas  production  company in the Caddo Pine
Island  Field  near  Shreveport.  There he  assembled  a  package  of over  1200
producing  oil and gas wells.  In time,  Mr.  Thurmon  acquired  and  operated a
sixty-five mile gas gathering pipeline complete with a refrigeration plant and a
sales tape into a major  national gas pipeline.  In 1998,  Mr.  Thurmon sold his
business and joined Southern States Power Company.

     Robert B.  Raines,  Jr.,  has been a  Director  of  Southern  States  Power
Company,  Inc. since its inception in 1998. He received his B.S. in Geology from
Northeast Louisiana University in 1982. In 1983 he began a five-year tenure with
Monroe Well  Service,  Inc. in  Shreveport,  Louisiana  where he served as Chief
Geologist and Operations  Manager for over 1,700 oil and gas wells. He served in
the same  capacity for Gemini  Exploration,  Inc. in  Shreveport  in 1989 before
taking a position with Consolidated Energy Investments,  Inc. where he worked as
a  Petroleum/Operations   Geologist  in  1994.   Thereafter,   he  joined  ALTEC
Environmental   Consultants,   Inc.  as  an  Environmental  Geologist  where  he
specialized in solid and hazardous  waste  remediation,  the remediation of soil
and  groundwater  at  underground  storage tank sites and  environmental  permit
processes.

     Antoinette  Fowler, has been  Secretary/Treasurer  of Southern States Power
Company,  Inc.  since its  inception of 1998.  She received her Fine Arts Degree
from Northwestern  Michigan College in Traverse City,  Michigan in 1981. In 1987
she joined the staff of the Crescent Hotel in Phoenix, Arizona as Special Events
Manager and On-Site Recycling  Coordinator.  From 1990 to 1997, Ms. Fowler owned
and  managed  East of  Phoenix,  a  full-service  laundry  facility  located  in
Cedarville,  Michigan.  In 1998, she moved to  Shreveport,  Louisiana and joined
Southern States.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     Section  16(a) of the  Securities  and  Exchange  Act of 1934  requires the
Company's  executive  officers and directors,  and persons who  beneficially own
more than ten  percent  of the  Company's  stock,  to file  initial  reports  of
ownership and reports of changes in ownership  with the  Securities and Exchange
Commission.  Officers, directors and greater than tenpercent owners are required
by  applicable  regulations  to furnish the  Company  with copies of all Section
16(a) forms that they file.


                                                                              13

<PAGE>



     Based  solely on a review  of the  copies of such  forms  furnished  to the
Company or written  representations  from certain persons,  the Company believes
that  during the 1999  fiscal  year all filing  requirements  applicable  to its
current officers and directors were complied with.

ITEM 10.  EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

     The  following  table  sets  forth the  annual  compensation  for  services
rendered by certain officers for the fiscal years indicated.

                           SUMMARY COMPENSATION TABLE
                               ANNUAL COMPENSATION
                                                    Other Annual
  Name and Position      Year       Salary       Bonus        Comp
  -----------------      ----       ------       -----        ----

Heber C. Bishop       Fiscal 99      -0-          -0-         -0- (1)
President and         Fiscal 98      N/A          N/A         N/A
Director              Fiscal 97      N/A          N/A         N/A

William C. Thurmon    Fiscal 99      -0-          -0-         -0- (2)
Director              Fiscal 98      N/A          N/A         N/A
                      Fiscal 97      N/A          N/A         N/A

Robert B. Raines, Jr. Fiscal 99      -0-          -0-         -0- (3)
Director              Fiscal 98      N/A          N/A         N/A
                      Fiscal 97      N/A          N/A         N/A

Antoinette Fowler     Fiscal 99      -0-          -0-         -0- (4)
Secretary/Treasurer   Fiscal 98      N/A          N/A         N/A
                      Fiscal 97      N/A          N/A         N/A

------------------------

(1) During 1998, 50,000 shares of stock in the Company were issued to Mr.
Bishop.

(2)  During  1998,  30,000  shares of stock in the  Company  were  issued to Mr.
Thurmon.

(3)  During  1998,  20,000  shares of stock in the  Company  were  issued to Mr.
Raines.

(4) During 1998, 5,000 shares of stock in the Company were issued to Ms. Fowler.

     There  are  no  long-term   compensation   arrangements  for  officers  and
directors.

                                                                              14

<PAGE>




ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

PRINCIPAL SHAREHOLDERS

     The following  table sets forth the holdings of Common Stock (the Company's
sole class of stock) as of April 30, 1999 by (i) each person who held of record,
or was known by the Company to own  beneficially,  more than five percent of the
outstanding Common Stock of the Company, (ii) each director, (iii) each director
nominee,  and (iv) all  directors  and  officers  as a group.  Unless  otherwise
indicated,  all shares are owned  directly.  Common Stock that is  "beneficially
owned"  includes  all the Common  Stock that the person has the right to acquire
within 60 days of April 30,  1999,  and stock for which the  person  has  voting
rights alone. The percentage ownership for any person assumes that all the stock
that  could be  acquired  by that  person,  by option  or  warrant  exercise  or
otherwise,  is in fact outstanding and that no other stockholder has exercised a
similar  right to acquire  additional  shares.  The number of shares of stock in
this table is 6,160,000 which includes 6,160,000 shares outstanding on April 30,
1999, plus all shares  represented by options or warrants  currently held by the
directors listed in the table.

                        BENEFICIAL OWNERS OF COMMON STOCK

Names and Addresses                       Amount of                 Percentage
of Certain Beneficial Owners         Beneficial Ownership            of Class
----------------------------         --------------------            --------

Heber C. Bishop                            50,000                      .48%
6283 Tall Oaks Lane
Salt Lake City, UT 84121

William Curtis Thurmon                     30,000                      .29%
5701 Lakefront Drive
Shreveport, LA  71119

Robert B. Raines, Jr.                      20,000                      .19%
3707 Truett Blvd.
Shreveport, LA  71107

Antoinette Fowler                           5,000                      .04%
4440 Old Mooringsport Road
Shreveport, LA  71107

B.A.T. International                    4,100,000                    48.90%
477 Marina Parkway, Suite 218
Chula Vista, CA  91910


                                                                              15

<PAGE>



Names and Addresses                       Amount of                Percentage
of Certain Beneficial Owners         Beneficial Ownership           of Class
----------------------------         --------------------           --------

Southern States Gas                     1,150,000                    11.20%
Gathering System, LLC
830 Havens Road
Shreveport, LA  71107

Southern States Oil                       700,000                     6.80%
Production, LLC
830 Havens Road
Shreveport, LA  71107

All Officers and                          105,000                     1.00%
Directors as a
Group (4 persons)

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     There have been no related party transactions, or any other transactions or
relationships required to be disclosed pursuant to Item 404 of Regulation S-B.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits Required by Item 601 of Regulation S-B.

EXHIBIT
NUMBER            DESCRIPTION
------            -----------

3.1*              Certificate of Incorporation

3.2*              Bylaws

3.3               Certificate of Amendment of Certificate of Incorporation

EX-27             Financial Data Schedule

*Filed with the Securities and Exchange  Commission in the Exhibits to Amendment
No. 2, Form 10-SB,  filed on January 22, 1998, and are incorporated by reference
herein.

(b)      Reports on Form 8-K.

     The Company  filed  three  reports on Form 8-K during its fiscal year ended
April 30, 1999 as follows:

                                                                              16

<PAGE>




     Form 8-K Report dated July 24, 1998, wherein it reported that (i) effective
July 13, 1998, pursuant to a definitive  agreement,  the Company acquired all of
the issued and outstanding  shares of Southern States Power Company, a Louisiana
corporation,   in  exchange  for  the  issuance  of  8,205,000   shares  of  its
"restricted"  common stock;  and (ii) change of the Company's  name to "Southern
States Power Company, Inc."

     Form 8-K  Report  dated  October  15,  1998,  wherein it  reported  (i) the
formation of a Mexican joint venture  subsidiary  named  "Southern  States Power
Company - Mexico,  S.A.  de C.V.  to  promote  the  Company's  technologies  and
products;  (ii) the entering  into of an agreement  with  Environmental  Process
Advanced, S.A. de C.V. and Global Green Cars, Inc. to clarify the relationships,
rights and obligations with respect to a vehicle  manufacturing joint venture in
Mexico;  (iii) change in the Company's fiscal year end from April 30 to December
31; and (iv)  provided  the  consolidated  financial  statements  of the Company
following  consummation  of its stock purchase  agreement  with Southern  States
Power Company, a Louisiana corporation.

     Form 8-K Report dated  February 9, 1999,  wherein it reported  that,  after
consultation with the Company's accountants, the Company rescinded the change in
its  fiscal  year  end  previously   adopted  by  the  Board  of  Directors  and
reestablished April 30 as the Company's fiscal year end.



                                                                              17

<PAGE>



                                   SIGNATURES

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


                                         Southern States Power Company, Inc.



                                         /s/ Heber C. Bishop
                                         --------------------------------------
                                         Heber C. Bishop, President


                                         Date: October 12, 1999


     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.


         Signatures               Capacity in Which Signed           Date
         ----------               ------------------------           ----


/s/ Heber C. Bishop                President and Director      October 12, 1999
-----------------------------
Heber C. Bishop


/s/ Antoinette Fowler              Secretary/Treasurer         October 12, 1999
-----------------------------
Antoinette Fowler


/s/ William C. Thurmon             Director                    October 12, 1999
-----------------------------
William C. Thurmon


/s/ Robert B. Raines, Jr.          Director                    October 12, 1999
-----------------------------
Robert B. Raines

                                                                              18

<PAGE>




















                       SOUTHERN STATES POWER COMPANY, INC.

                              FINANCIAL STATEMENTS

                            YEAR ENDED APRIL 30, 1999









                                    CONTENTS

                                                                         Page

Independent Auditors' Report                                               1

Financial Statements:
  Balance Sheet                                                            2
  Statements of Operations                                                 3
  Statements of Stockholders' Equity                                       4
  Statements of Cash Flows                                                 5
  Notes to Financial Statements                                          6-12


                                                                              19

<PAGE>








                          INDEPENDENT AUDITORS' REPORT





Board of Directors
Southern States Power Company, Inc.
Shreveport, Louisiana


We have audited the accompanying balance sheet of Southern States Power Company,
Inc.  as  of  April  30,  1999,  and  the  related   statements  of  operations,
stockholders'  equity  and cash flows for the year then ended and for the period
from inception on March 13, 1998 to April 30, 1998.  These financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audit.

We  conducted  our  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 audit provides 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, 1999,  and the results of its operations and its cash flows
for the year then ended and for the period from  inception  on March 13, 1998 to
April 30, 1998 in conformity with generally accepted accounting principles.





CERTIFIED PUBLIC ACCOUNTANTS

Santa Monica, California
September 15, 1999

                                        1

                                                                              20

<PAGE>

<TABLE>


                       SOUTHERN STATES POWER COMPANY, INC.

                         BALANCE SHEET - APRIL 30, 1999




<CAPTION>
                                     ASSETS
<S>                                                <C>              <C>
Current assets:
  Cash and cash equivalents                        $   50,153
  Prepaid expenses                                        375
                                                   ----------

          Total current assets                                      $   50,528

Property and equipment, net                                             32,000

Notes receivable:
  B.A.T. and Subsidiaries, related parties             93,000
  Other                                                 7,721
                                                   ----------

                                                      100,721
  Less allowance for doubtful accounts                100,721
                                                   ----------
          Total notes receivable                                             -

Goodwill, net                                                        1,030,000
                                                                    ----------
                                                                    $1,112,528
                                                                    ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities -
  accounts payable and accrued expenses                             $   17,439

Stockholders' equity:
Common stock; $0.001 par value, 50,000,000
  shares authorized, 10,907,500 shares issued
  and outstanding                                  $   10,907
Additional paid-in capital                          4,061,343
Accumulated deficit                                (2,977,161)
                                                   ----------
          Total stockholders' equity                                 1,095,089
                                                                    ----------
                                                                    $1,112,528
                                                                    ==========



See accompanying independent auditors' report and notes to financial statements.
</TABLE>

                                        2

                                                                              21

<PAGE>

<TABLE>


                       SOUTHERN STATES POWER COMPANY, INC.

                            STATEMENTS OF OPERATIONS


<CAPTION>
                                                                Period from
                                                                inception on
                                                 Year ended   March 13, 1998 to
                                               April 30, 1999   April 30, 1998
                                               --------------   --------------
<S>                                              <C>              <C>
Revenue                                          $         -      $         -

Cost of revenue                                            -                -
                                                 -----------      -----------
Gross profit                                               -                -
                                                 -----------      -----------
Operating expenses:
  Research and development                           326,770                -
  Consulting fees                                    881,287                -
  Loss on investment in joint venture in Mexico
    with related party                             1,183,598                -
  General and administrative expenses                612,654                -
                                                 -----------      -----------
                                                   3,004,309                -
                                                 -----------      -----------

Loss before dividend income                       (3,004,309)               -

Dividend income                                       27,148                -
                                                 -----------      -----------

Net loss                                         $(2,977,161)     $         -
                                                 ===========      ===========

Net loss per share - basic and diluted           $     (0.30)     $         -
                                                 ===========      ===========

Weighted average number of shares outstanding -
  basic and diluted                                9,910,123        7,860,000
                                                 ===========      ===========



See accompanying independent auditors' report and notes to financial statements.
</TABLE>

                                        3

                                                                              22

<PAGE>
<TABLE>



                       SOUTHERN STATES POWER COMPANY, INC.

                       STATEMENTS OF STOCKHOLDERS' EQUITY

                            YEAR ENDED APRIL 30, 1999




<CAPTION>
                                                    Additional                  Total
                                   Common stock       paid-in                stockholders'
                                Shares     Amount     capital     Deficit       equity
                              ----------  --------  ----------  -----------   -----------
<S>                            <C>        <C>       <C>         <C>           <C>
Sale of common stock
  and options                  1,000,000  $  1,000  $  999,000  $             $ 1,000,000

Issuance of stock in exchange
  for technology rights at
  inception                    5,000,000     5,000      (5,000)

Issuance of stock in exchange
  for services                    10,000        10       9,990                     10,000

Net loss for the period from
  inception to April 30, 1998                                             -             -
                              ----------  --------  ----------  -----------   -----------

Balance at April 30, 1998      6,010,000     6,010   1,003,990                  1,010,000

Issuance of stock in exchange
  for oil and gas volume
  purchase rights at inception 1,850,000     1,850      (1,850)

Sale of common stock             387,000       387     386,613                    387,000

Issuance of stock in exchange
  for services                   235,500       235     825,015                    825,250

Issuance of common stock per
  stock exchange agreement     2,000,000     2,000   1,398,000                  1,400,000

Exercise of common stock
  options                        425,000       425     449,575                    450,000

Net loss for the year ended
  April 30, 1999                                                 (2,977,161)   (2,977,161)
                              ----------  --------  ----------  -----------   -----------

Balance at April 30, 1999     10,907,500  $ 10,907  $4,061,343  $(2,977,161)  $ 1,095,089
                              ==========  ========  ==========  ===========   ===========




See accompanying independent auditors' report and notes to financial statements.
</TABLE>

                                        4

                                                                              23

<PAGE>

<TABLE>


                       SOUTHERN STATES POWER COMPANY, INC.

                            STATEMENTS OF CASH FLOWS

                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS




<CAPTION>
                                                                           Period from
                                                                          inception on
                                                           Year end     March 13, 1998 to
                                                        April 30, 1999   April 30, 1998
                                                        --------------   --------------
<S>                                                       <C>             <C>
Cash flows provided by (used for) operating activities:
  Net loss                                                $(2,977,161)    $         -
                                                          -----------     -----------

  Adjustments to reconcile net income (loss) to net cash
    provided by (used for) operating activities
      Stocks issued in exchange for services                  825,250               -
      Amortization of goodwill                                370,000               -
      Write off of organization costs                          10,000               -

  Changes in assets and liabilities:
    (Increase) decrease in assets -
      prepaid expenses                                           (375)              -

    Increase (decrease) in liabilities -
      accounts payable and accrued expenses                    17,439               -
                                                          -----------     -----------
          Total adjustments                                 1,222,314               -
                                                          -----------     -----------

          Net cash used for operating activities           (1,754,847)              -

Cash flows used for investing activities -
  purchase of property and equipment                          (32,000)              -

Cash flows provided by financing activities -
  proceeds from issuance of common stock                      837,000       1,000,000
                                                          -----------     -----------

Net increase (decrease) in cash                              (949,847)      1,000,000
Cash, beginning of year                                     1,000,000               -
                                                          -----------     -----------

Cash, end of year                                         $    50,153     $ 1,000,000
                                                          ===========     ===========

Supplemental disclosure of non-cash investing and financing activities:
    Issuance of common stock in exchange for services     $   825,250     $    10,000
                                                          ===========     ===========
    Issuance of common stock during business combination  $ 1,400,000     $         -
                                                          ===========     ===========


See accompanying independent auditors' report and notes to financial statements.
</TABLE>

                                        5

                                                                              24

<PAGE>



                                             SOUTHERN STATES POWER COMPANY, INC.

                          NOTES TO FINANCIAL STATEMENTS

                            YEAR ENDED APRIL 30, 1999


(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 approximately  $1.4  million,  and 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.  During  fiscal
             1999, the Company had attempted to develop an electric vehicle
             manufacturing  plant  through a joint  venture  in Otay  Mesa,
             Mexico.  Such plans were abandoned resulting in a write off of
             $1,184,000.

         Summary of Analysis of Corporate Business Activity:

             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;

See accompanying independent auditors' report.

                                        6

                                                                              25

<PAGE>



                       SOUTHERN STATES POWER COMPANY, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                            YEAR ENDED APRIL 30, 1999


(1)      Summary of Significant Accounting Policies, Continued:

         Summary of Analysis of Corporate Business Activity, Continued:

                  3.       Manufacturing  of alternative fuel vehicles for niche
                           or   specialty   markets   not   serviced   by  major
                           automakers; and
                  4.       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.

         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:

             Equivalents

             For purposes of the statement of cash flows,  cash equivalents
             include  all highly  liquid  debt  instruments  with  original
             maturities  of three months or less which are not securing any
             corporate obligations.

             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.

See accompanying independent auditors' report.

                                        7

                                                                              26

<PAGE>



                       SOUTHERN STATES POWER COMPANY, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                            YEAR ENDED APRIL 30, 1999

(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 year ended April 30,  1999,  the  Company  recorded
             losses of approximately $1,184,000,  related to its Otay Mesa,
             Mexico  joint  venture.  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
             eased  operations  in early 1999,  and all  investments  were
             written  off to  expense.  The  Company  believes  that it can
             utilize the  experience  gained  with the Otay Mesa plant,  to
             re-establish facilities at the former Norton Air Force Base in
             San Bernardino,  California.  Subsequent to year end,  limited
             production  commenced at this plant,  with management plans to
             expand the facility to approximately 80,000 square feet.

         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,  1999,  the  Company had net federal and state
             operating   loss    carryforwards    totaling    approximately
             $2,660,000,  expiring in various years through 2019.  Deferred
             tax assets resulting from the net operating losses are reduced
             in full by a valuation allowance.

         Net Loss Per Share:

             The Company has adopted Statement of Financial Accounting Standard
             No. 128, Earnings per Share ("SFAS No. 128"), which is effective
             for annual and interim financial statements issued for periods
             ending after December 15, 1997.  SFAS No. 128 was issued to
             simplify the standards for calculating earnings per share ("EPS")
             previously in APB No. 15, Earnings Per Share.  SFAS No. 128
             replaces the presentation of primary EPS with a presentation of
             basic EPS.  The new rules also require dual presentation of basic
             and diluted EPS on the face of the statement of operations.

See accompanying independent auditors' report.
                                        8

                                                                              27

<PAGE>



                       SOUTHERN STATES POWER COMPANY, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                            YEAR ENDED APRIL 30, 1999



(1)      Summary of Significant Accounting Policies, Continued:

         Net Loss Per Share, Continued:

             Common stock  equivalents have been excluded from the net loss
             per share calculations  because their effect would reduce loss
             per share.

         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 recently  issued  standard,  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. Proforma information
             regarding   net  income  and  earnings  per  share  under  the
             fair-value  method has not been  presented  as the amounts are
             immaterial.

         New Accounting Pronouncements:

             The Company has adopted Statements of Financial Accounting
             Standards No. 130 "Reporting Comprehensive Income" and 131
             "Disclosures about Segments of an Enterprise and Related
             Information".

             In April 1998,  Statement of Position  98-5  "Reporting on the
             Costs of Start-Up  Activities"  ("SOP  98-5") was issued.  SOP
             98-5 provides guidance on the financial  reporting of start-up
             costs  and  organization  costs.  The  SOP  is  effective  for
             financial statements for fiscal years beginning after December
             15,  1998.  The FASB  issued  SFAS No.  133,  "Accounting  for
             Derivative Instruments and Hedging Activities",  effective for
             fiscal years  beginning  after June 15, 2000.  Management does
             not  believe  that  adoption  of  these   pronouncements  will
             materially affect the financial statements.


(2)      Notes Receivable, Related Parties and Others:

         The notes bear no interest and are due on demand.  Management  believes
         that the amounts will not be collected within one year.

See accompanying independent auditors' report.

                                        9

                                                                              28

<PAGE>



                       SOUTHERN STATES POWER COMPANY, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                            YEAR ENDED APRIL 30, 1999

(3)      Goodwill:

         A summary is as follows:

                  Goodwill                                  $ 1,400,000
                  Less accumulated amortization                 370,000
                                                            -----------

                                                            $ 1,030,000
                                                            ===========

         Amortization  expense amounted to $370,000 for the year ended April 30,
         1999 (none in the prior year).

(4)      Investment in Joint Venture:

         On September  25, 1998,  the Company  entered into a joint venture with
         ANUVU, Inc., Rancho Cordova, California to commercialize the technology
         for fuel cells.  The joint venture was formed with a cash  contribution
         of $200,000 for a 50% non-controlling  interest in the joint venture by
         the Company and technology contributed by ANUVU. Net profits and losses
         will be shared equally between the Company and ANUVU.

         Included in the  accompanying  statement of operations is approximately
         $326,000,  including the $200,000  conveyed to ANUVU and  approximately
         $126,000 relating to an unrelated new project in Culiacan,  Mexico, for
         total  research  and  development  expense for the year ended April 30,
         1999.

(5)      Stockholders' Equity:

         At inception, the Company issued 5,000,000 shares of its common stock
         to B.A.T. International, Inc. in exchange for an exclusive worldwide
         license to utilize the B.A.T. Dolphin Pulse Charge Technology for use
         in its power generation and natural gas pumping applications.

         In March of 1998,  the Company  entered into two agreements to exchange
         1,150,000  and  700,000  shares,  respectively,  for oil and gas volume
         purchase  rights,  the shares for which were issued in fiscal 1999. The
         Company  entered into a five-year  agreement  with Southern  States Gas
         Gathering System, LLC to purchase up to 3,250,000 cubic feet of natural
         gas per day at $2,600 per million  cubic feet in exchange for 1,150,000
         shares of its common stock.  The Company may extend this  agreement for
         another five years,  at the end of the initial  term,  at a price of 5%
         below the spot price of natural  gas.  The Company  also entered into a
         five-year  agreement  with  Southern  States  Oil  Production,  LLC  to
         purchase up to 4,200 gallons of Louisiana light sweet crude oil per day
         at a fixed price of $0.38 per gallon in exchange for 700,000  shares of
         its common  stock.  The Company may extend this  agreement  for another
         five years,  at the end of the initial term, at a price of 5% below the
         spot price of Louisiana light sweet crude oil.

         Inasmuch as there was no cost basis at  inception  to the  transfers of
         the technology or oil and gas rights no amounts were recorded  therefor
         in the accompanying financial statements.

See accompanying independent auditors' report.

                                       10

                                                                              29

<PAGE>



                       SOUTHERN STATES POWER COMPANY, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                            YEAR ENDED APRIL 30, 1999



(6)      Stockholders' Equity, Continued:

         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  expires in March
         2000.  During  the year  ended  April 30,  1999,  25,000  options  were
         cancelled,  no options were granted,  425,000 options were exercised at
         approximately  $1.00 each and 1,050,000  options were outstanding as of
         April 30, 1999.  Subsequent  to April 30, 1999,  the  Hemisphere  Group
         exercised an additional 270,000 options for gross proceeds of $270,000.

(6)      Commitments:

         The Company leases its office space in Shreveport, Louisiana.

         The following is a schedule by years of future minimum rental  payments
         required under operating leases that have noncancellable lease terms in
         excess of one year as of April 30, 1999:

                  Year ending April 30,
                     2000                                    $     3,000
                     2001                                          3,000
                     2002                                          3,000
                     2003                                          2,750
                                                             -----------
                                                             $    11,750
                                                             ===========

         Rent  expense  under all leases  amounted  to $3,250 for the year ended
         April 30, 1999.

(7)      Subsequent Events:

         Investment in GAMM Projects
         ---------------------------
         Subsequent to April 30, 1999, the Company issued approximately  485,000
         shares  of its  restricted  common  stock to  acquire  lease  rights to
         recover  Louisiana crude oil from  approximately  35 stripper oil wells
         including  3 miles of new gas  pipeline  and  refurbished  storage  and
         separation  oil  facilities  on  135  acres  of  land.  As  no  readily
         determinable  fair market value of the lease rights is available,  this
         investment  will be recorded at cost,  measured by the  estimated  fair
         value of the stock of $1.7 million.

         Land Purchase Agreement
         -----------------------
         Subsequent to April 30, 1999, the Company  entered into an agreement to
         purchase 90 acres of land in the City of Rialto and State of California
         Recycle   Market   Development   Zone.  The  total  purchase  price  of
         approximately  $4.7  million  consists  of  $2,050,000  in future  cash
         payments and $2,650,000 in common stock issuance to be distributed over
         18  months.   The  Company   plans  to  use  this  site  for   multiple
         environmental  energy  projects  including  production of biofuels from
         recycled  vegetable  oils and  electric  power  generation  from  waste
         products.

See accompanying independent auditors' report.
                                       11

                                                                              30

<PAGE>



                       SOUTHERN STATES POWER COMPANY, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                            YEAR ENDED APRIL 30, 1999




(7)      Subsequent Events, Continued:

         Sales Contract
         --------------
         Subsequent  to April 30,  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 that  district.  The  Company  has
         delivered its first shipment of 6,000 gallons of OxyG B-60 Biodiesel to
         the Deer Valley Unified School District, the largest school district in
         Arizona.   United  States  Environmental   Protection  Agency  and  the
         California  Air Resources  Board have also approved OxyG B-60 Biodiesel
         for  sales  and  marketing   distribution  in  the  United  States  and
         California. .

         Production Plant
         ----------------
         The Company  entered  into a  three-year  lease  agreement  to occupy a
         manufacturing  plant in San  Bernardino,  California.  Pursuant to this
         agreement,  the Company  leases 40,000 square feet (option to expand up
         to 80,000 square feet upon  notification)  at a monthly rate of $0.16 a
         square feet. The Company plans to manufacture  specialized  automobiles
         using its self developed alternative fuel technology.

         Exclusive Distribution
         ----------------------
         Subsequent  to April 30, 1999,  the Company  entered into five one-year
         agreements  through  assignment  with  NOPEC  Corporation,   a  Florida
         Corporation,  to process,  market and exclusively distribute up to four
         million gallons of bio-diesel fuel in Arizona,  California,  Louisiana,
         New Mexico, Nevada, Texas, Utah and Mexico. Pursuant to this agreement,
         the Company  will pay NOPEC a fixed price per pound of "yellow  grease"
         processed  during the initial  one-year period and the volume and price
         will be renegotiated for each succeeding one-year term, thereafter. The
         Company plans to sell its bio-diesel fuel in the industrial  markets in
         the above mentioned states and Mexico.




See accompanying independent auditors' report.

                                       12



                                                                              31

<PAGE>



                       SOUTHERN STATES POWER COMPANY, INC.

                  EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-KSB
                    FOR THE FISCAL YEAR ENDED APRIL 30, 1999

EXHIBITS                                                                Page No.

  3.3     Certificate of Amendment of Certificate of Incorporation............33

  EX-27   Financial Data Schedule ............................................34




                                                                              32

<PAGE>


                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 06/01/1998
                                                           981208445 - 2171196

                           CERTIFICATE OF AMENDMENT OF
                          CERTIFICATE OF INCORPORATION

     PASCAL  VENTURES,  INC., a corporation  organized and existing by virtue of
the General Corporation Law of the State of Delaware, does hereby certify:

     FIRST:  That at a meeting of the Board of  Directors  of said  corporation,
resolutions  were  duly  adopted  setting  forth  proposed   amendments  of  the
Certificate of Incorporation of said  corporation,  declaring said amendments to
be  advisable  and  calling  a  special  meeting  of  the  stockholders  of  the
corporation  for  consideration   thereof.  The  resolution  setting  forth  the
amendments is as follows:

     Resolved that the  Certificate  of  Incorporation  of this  corporation  be
amended by changing the Article  thereof  numbered  "FIRST" so that, as amended,
said Article shall be and read as follows:  "THE NAME OF THIS CORPORATION  SHALL
BE SOUTHERN STATES POWER COMPANY, INC."

     Resolved that the  Certificate  of  Incorporation  of this  corporation  be
amended by changing the Article thereof  numbered  "FOURTH" so that, as amended,
said Articles shall be and read as follows:  "THE TOTAL AUTHORIZED CAPITAL STOCK
OF THIS CORPORATION IS 50,000,000 SHARES OF $.001 PAR VALUE COMMON STOCK."

     SECOND:  That  thereafter,  pursuant  to  a  resolution  of  the  Board  of
Directors,  a special meeting of the stock holders of said  corporation was duly
called  and held upon  notice in  accordance  with  Section  222 of the  General
Corporation  Law of the State of Delaware at which meeting the necessary  number
of shares as required by statute were voted in favor of the amendment.

     THIRD:  That said  amendments  were duly  adopted  in  accordance  with the
provisions  of  Section  243 of the  General  Corporation  Law of the  State  of
Delaware.

     FOURTH:  That the capital of said corporation shall not be reduced under or
by reason of said amendments.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed on
this 27th day of May 1998.


                              BY: s/Bruce Crawford
                                 ----------------------------------------

                              Bruce Crawford, President
                              -------------------------------------------
                                  PRINT NAME AND TITLE OF OFFICER


                                                                              33