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, 2000
                                              --------------

        [ ] 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
      -------------------       -----------------------------------------


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<PAGE>


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

                                  Common Stock
                     ----------------------------------------
                                (Title of Class)

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  $55,501.  in revenues  from  operations  during the fiscal year
ended April 30, 2000.

The  aggregate  market  value of the voting stock held by  nonaffiliates  of the
registrant (8,475,909 shares) is approximately $3,644,641.  The aggregate market
value has been  computed by  reference to the average bid and ask prices of such
stock ($0.43 per share) as of July 28, 2000 (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,
2000  was  8,730,919.  Of these  shares,  2,023,100  were  freely  tradable  and
6,707,819 were restricted.

                                       2
<PAGE>


                                     PART I

ITEM 1.  BUSINESS OVERVIEW

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  reporting
company  organized  under  the laws of the state of  Delaware.  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.

     During  fiscal year 2000,  the  Company  decided to stake a position in the
burgeoning biodiesel fuel market.  Company management has recognized that sector
as the most promising of the Company's  current ventures and as such has decided
to dedicate all the Company's resources to this 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.  During fiscal year 1999, the Company
acquired  two  soybean  oil  extraction  facilities  in  Culiacan,  Mexico.  The
facilities  were acquired on behalf of the Company by Southern States Gas & Oil,
Ltd., a private Louisiana  corporation and an agent of the Company. A collection
of  factors  led  to  a  decision  by  the  Company  to  abandon  the   facility
acquisitions,  chief among them being the complicated  Mexican law  requirements
regarding  title to the  facilities,  the cost of soybean oil processing  versus
other  blending  options,  and drought  conditions  affecting the quality of the
soybean crops.  The last of the financial data  concerning  this  investment was
recorded  in Fiscal  Year 2000 and the  Mexican  venture  has been  written  off
completely.

     Another such  blending oil is "yellow  grease," a waste  product  generated
mainly by restaurant  operations.  During fiscal year 2000, the Company  entered
into a custom blending arrangement with NOPEC Corporation of Lakeland,  Florida.
NOPEC manufactures the Company's  proprietary "Oxy-GB 60" biodiesel.  A state of
the art facility,  the NOPEC plant  represents  the ideal  biodiesel  processing
operation.  An  agreement  is in place with NOPEC that will allow the Company to
purchase a 51% interest in NOPEC.

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     In addition to the  potential  acquisition  of NOPEC,  the Company plans to
construct  its own  facilities  based on the  NOPEC  model.  Proposed  locations
include Shreveport, Louisiana; Phoenix, Arizona; and Riverside, California.

     The  Shreveport  location is attractive  for several  reasons.  First,  the
Company  maintains its  headquarters in that city.  Second, a new river port has
been  constructed  and many  incentives are offered by the port  commission that
will  reduce  the  Company's  overall  costs.  Third,  the port site is an ideal
location  for an  "EcoEnergy  Park."  The  EcoEnergy  Park  concept is a Company
development  plan  that  seeks to place  environmentally-friendly  operators  in
proximity to one another so that they might share  resources,  personnel,  space
and the like.  Further,  the concept seeks to pair  operations  that can consume
each others' by-products,  reducing the amount of waste generated by the overall
project.  The  Shreveport  EcoEnergy  Park  project  is in the  early  stages of
development.  At the time of this  report,  negotiations  are  underway  with an
environmental  waste  remediation  company to create a partnership with a future
biodiesel  plant. It is anticipated  that the parties will reach an agreement to
construct two facilities at the  Shreveport  river port,  sharing  resources and
planning costs.

     The Phoenix location is warranted by the strong potential for extraordinary
growth in demand  for  biodiesel  in that  metropolitan  area.  Heavy  pollution
problems and an  environmentally-conscious  public are creating a market for the
Company's  Oxy-GB  60  biodiesel  fuel.  The  Company's  first  customer  in the
biodiesel  market was the Deer Valley  Unified School  District,  the largest in
Phoenix.  The Company  continues  to supply  biodiesel to DVUSD and has recently
submitted  bids to other school  districts in the Phoenix area.  The  Interstate
Clean  Transportation  Corridor includes Arizona (along with California,  Nevada
and Utah) so the Phoenix location is ideal.

     The Riverside  location is warranted by the strict regulatory  requirements
extant in Southern  California.  The Company has an option to purchase a 90-acre
tract  in the  Agua  Mansa  development,  which is  reserved  for  environmental
development companies.  An EcoEnergy Park is planned for this location, as well.
Production  from this  proposed  facility  could  supply  California  and Nevada
customers.

     Several laws and air quality management  agreements are in effect that will
help  spur  the  growth  of the  Company's  biodiesel  division.  Some of  these
regulations  and agreements are the  California  Air Resources  Board  (recently
ruled that small  particulates  are a toxic health  hazard;  fines for exceeding
smoke limits went into effect in April, 1999); 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);  and  the  Interstate  Clean  Transportation  Corridor
(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).

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     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.

     The  Company's  other  operations,  consisting  of fuel  cells and  natural
gas/crude oil production,  have been placed on hold until the biodiesel business
plan can be implemented.

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 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

                                       5
<PAGE>


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 Lawrence W. Taggart,  President & Director,
Harrison  A.  McCoy,  III,  Executive  Vice-President  &  Director,  William  O.
Shaeffer,  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.  Both Mr. McCoy and Ms.
Fowler have received stock in the Company as  compensation  for their  services.
The Company employs a small staff at the Shreveport headquarters  (receptionist,
investor relations director, corporate counsel).

ITEM 2.  PROPERTIES

     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.

ITEM 3.     LEGAL PROCEEDINGS

     Emerson  Nichols v. B.A.T.  International,  et al.; #GIC 739 485;  Superior
Court, State of California,  County of San Diego; filed 11/99. SSPC was named as
a defendant  because  B.A.T.  was at one time a  shareholder  of SSPC.  When the
plaintiff  sought  recovery from the defendant for breach of contract and fraud,
he also  named  SSPC in an attempt  to  achieve  some form of  recovery  for his
alleged damages. Since the SSPC stock was essentially the only real asset B.A.T.
owned,  the  plaintiff   formulated  a  loose  allegation   concerning  possible
involvement in the torts on the part of SSPC. SSPC filed a demurrer for no cause
of action which was  sustained.  The plaintiff then amended his claim to an even
broader  allegation to which SSPC  responded  with a general  denial and several
affirmative defenses. The case is in the discovery phase and trial is set for

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October 13, 2000. SSPC plans a vigorous defense. SSPC was not involved in any of
the alleged conduct and indeed has had no involvement with the plaintiff.  There
is no privity of contract between SSPC and the plaintiff;  therefore,  prospects
for successful  outcome are high and the exposure for potential loss is minimal.
In any event,  plaintiff  is seeking  damages for breach of  contract,  punitive
damages, attorney fees and costs.

     Norman F.  Alvis  and Team  Alvis,  LLC v.  B.A.T.  International,  et al.;
#99AS06972;  Sacramento  Superior  Court;  filed 12/99;  Similar facts as above;
however,  in this case  former  SSPC  President  Heber C.  Bishop was named as a
defendant.  Additionally, this plaintiff alleges that SSPC and Bishop interfered
with  plaintiff's  dealings with the stock transfer  agent when B.A.T.  assigned
some of its SSPC shares to plaintiff to pay a debt to plaintiff  then  proceeded
to cancel the  assignment  by telling the transfer  agent to hold the  issuance.
SSPC personnel and officers were in no way involved;  indeed, SSPC personnel and
officers  were never aware of the  transactions  until the lawsuit was served on
SSPC/Bishop  in May 2000.  A vigorous  defense if planned but no answer has been
filed as of this date.  The  Company  has filed a  demurrer  to the claims and a
hearing is set for August 21, 2000.  Prospects for  successful  outcome are high
and the  exposure  for  potential  loss is minimal.  No trial date has been set.
Plaintiff is seeking damages for breach of contract,  punitive damages, attorney
fees and costs.

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

     Not applicable.

                                    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, 2000
-----------------------------------------
     First quarter                                 $4.75         $1.25
     Second quarter                                $4.75         $1.375
     Third quarter                                 $4.00         $2.00
     Fourth quarter                                $4.50         $.001

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                                                        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

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

     On April  30,  2000,  there  were  approximately  88  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 PLAN OF OPERATION

RESULTS OF OPERATIONS: FISCAL YEAR 2000

     The Company had minimal revenue from business operations during fiscal year
2000,  compared to zero in fiscal year 1999. The Company  incurred  research and
development expenses in the amount of $101,616 and consulting fees in the amount
of $1,490,552,  consisting of primarily of noncash compensation.  By comparison,
in fiscal year 1999,  research and  development  expenses  totaled  $326,770 and
consulting fees were $881,287.  The Company experienced a loss of $13,680 on its
joint  venture  automobile   manufacturing  operation  in  Mexico,  compared  to
$1,183,598 in fiscal year 1999.  The Company has recorded a valuation  allowance
of $1,700,000  for  investment in Gamm Project #2-9, LLC and Gamm Project #3-24,
LLC.  The  Gamm  Projects  are oil and gas  production  companies  operating  in
Northwest  Louisiana.  They employ a proprietary  swabbing  recovery  technique.
(Please refer to the Private  Placements  Closed section for more  information).
General  operating  expenses totaled $946,287 for fiscal year 2000,  compared to
$612,654 in fiscal year 1999.

LIQUIDITY.

     The Company's net working  capital  position  (current  assets less current
liabilities)  is negative  $402,848  compared to $33,089 in fiscal year 1999. Of
the Company's  liabilities,  approximately $76,900 results from accounts payable
and accrued

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expenses  and  approximately  $375,000  results  from notes  payable to OceanAir
Environmental. Of these two groups (holding a total of approximately $451,900 in
current  liabilities)  only  OceanAir  Environmental  has made a demand for cash
payments.  The  remaining  groups  are not  expected  to make a demand  for cash
payments until the Company's cash position improves.

     The Company's  liquidity needs have  historically been met through the sale
of equity  securities,  or through the issuance of equity securities in exchange
for services,  research and development or technology rights. These transactions
have  given  rise to  operating  losses  that in the past  have  been  primarily
non-cash  losses.  The Company has not, nor does it expect in the near future to
generate significant cash flows from operations.

     In connection with the acquisition of NOPEC (see Item 1 above), the Company
has  committed  to purchase a 51% interest in that  corporation,  the owner of a
production  facility  in  Lakeland,  Florida,  for a  total  purchase  price  of
$11,500,000  of which  $1,500,000 is in cash and the balance is in stock.  As of
April 30, 2000, the Company has paid  installments  of $625,000 in cash with the
balance due as follows:  $135,000 by April 1, 2000 ($10,000 was paid);  $105,000
by May 1, 2000;  $85,000 by June 1,  2000;  $75,000 by July 1, 2000;  $50,000 by
August 1, 2000;  $50,000 by  September  1, 2000;  and the balance of $500,000 by
September 30, 2000. The purchase  price has been  financed,  in part, by secured
loans from unrelated  parties and  management  believes that the balance will be
financed through a combination of loans and private  placements of the Company's
common  stock.  Should NOPEC place the Company in default under the terms of the
agreement,  the Company  and/or its  assignees  can opt to exercise the security
devices issued by NOPEC in connection with the advancement of funds.

PRIVATE PLACEMENTS CLOSED.

     The Company  closed the  following  private  placements  during fiscal year
2000:

     On May 5,  1999,  the  Company  issued  485,447  shares of Common  Stock to
various members of two privately owned oil and gas limited  liability  companies
in exchange for all the membership units in the LLC's.

     On June 3, 1999,  the Company  issued 130,000 shares of Common Stock to the
Hemisphere  Group pursuant to an option  agreement.  Other issuances  during the
year to Hemisphere  Group  pursuant to the option were November 8, 1999 (110,000
shares);  November 8, 1999 (79,000  shares);  January 4, 2000 (139,500  shares);
January 10, 2000 (2,000 shares); and February 15, 2000 (458,000 shares).

     On November 8, 1999,  the Company  issued  shares of Common Stock to Robert
Deustch (3,286 shares);  Ronald H. Holland (50,000  shares);  Ray Enassi (25,000
shares);  Jim Buchannon  (6,000  shares);  William Wason (100,000  shares);  and
William Hu (1,500 shares).  These placements were made to BAT International Inc.
associates for work performed by them on SSPC projects.  The issuances were part
of a settlement with BAT

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<PAGE>


wherein its personnel were paid with stock upon  cancellation of BAT's shares in
the Company due to BAT's  nonperformance  under the terms of its agreement  with
the Company. On February 1, 2000, the shares in the Company formerly held by BAT
International,  Inc. were cancelled due to nonperformance by BAT under the terms
of its agreement with the Company.  After a lengthy series of negotiations  with
the management of BAT, the Board of Directors of the Company voted to enter into
the settlement  agreement with BAT whereby BAT would surrender its stock held in
SSPC  due to lack of  performance  under  the  terms of the  original  agreement
between the two  companies.  Pursuant to the terms of that  agreement BAT was to
provide technology and prototype equipment employing their "pulse charge" system
for use in SSPC projects. Reasonable time extensions were granted to BAT by SSPC
throughout  the term of the agreement;  however,  it was apparent that BAT would
not be able to perform within those extended limits.  The negotiated  settlement
called  for BAT to  surrender  its SSPC  shares to the  Company  treasury.  This
terminated  the rights  and  obligations  between  the  companies  with the sole
exception  that SSPC  management  agreed to  consider  the  option of  accepting
performance of the original  terms by BAT in exchange for an unspecified  number
of SSPC shares  should BAT be able to perform by July 31,  2000.  At the time of
preparation  of this  report,  no such  performance  had  been  received  by the
Company.

     On January 10, 2000,  the Company  issued 250,000 shares of Common Stock to
Harrison A. McCoy,  III for  services  rendered as a Director and Officer of the
Company.

     Also on January 10, 2000,  the Company issued 72,728 shares of Common Stock
to the Jacques S. Yeager  Family Trust in exchange for $90,910 in cash.  At that
time,  the  Company  also  issued  127,280  shares of Common  Stock to  OceanAir
Environmental in exchange for $159,100.00 in cash. The transaction proceeds were
loaned to NOPEC Corporation as part of a loan/purchase agreement.

     On February 15, 2000,  the Company  issued 15,273 shares of Common Stock to
OceanAir  Environmental  in exchange  for $19,091 in cash  pursuant to an option
agreement.

     Also on February  15, 2000,  the Company  issued  458,000  shares of Common
Stock to Hemisphere  Group pursuant to the option agreement  between  Hemisphere
Group and the Company.  The funds had been tendered previously and this issuance
brought the account current.

         On February 22, 2000,  the Company issued 45,134 shares of Common Stock
to the Desai Living  Trust in exchange  for 4 membership  units each in Southern
States Oil Production, LLC and Southern States Gas Gathering, LLC.

     During April and May 2000, the Company issued 25,000 shares of Common Stock
to  OceanAir  Environmental  in  exchange  for  $50,000  pursuant  to an  option
agreement.  Also,  the Company  issued 62,272 shares of Common Stock to OceanAir
Environmental for consulting services rendered.

                                       10
<PAGE>


     Also, on April 25, 2000, the Company issued 5,656 shares of Common Stock to
Mike McDaniel & Associates for consulting services rendered.  Also on that date,
the Company issued 5,000 shares of Common Stock to Bruce Austin  Productions for
video production services.

JOINT VENTURE ACTIVITIES

     The  Company  began a joint  project  in fiscal  year  2000  with  Enertech
Environmental  for the creation and  development  of the EcoEnergy Park concept.
Both  parties  supplied  personnel,  expertise  and  funds to the  effort  which
resulted in business models the parties hope to realize in Shreveport, Louisiana
and other locations throughout the country.

PATENT ACTIVITY

     No patent applications were made during fiscal year 2000; however, research
was underway that should lead to patentable  results  especially in the areas of
fuel development.  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)
acquisition of an existing  biodiesel  processing  facility,  2) buildout of the
Company's biodiesel processing  facilities,  and 3) at such time as funds become
available, commencement of payment of salaries to Company officers.

YEAR 2000 ISSUE

     The Company  experienced no adverse  circumstances  as a result of the Year
2000 issue.

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

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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.

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

     Not applicable.

                                    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
------------------------      ---          -------------------------------------
Lawrence W. Taggart            58          President, Director
Harrison A. McCoy, III         53          Director
William O. Shaeffer            65          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.

     Lawrence W. Taggart,  is an attorney with a strong  background in corporate
and business law.  Additionally,  from 1992 to 1998,  Mr. Taggart served as Vice
President,

                                       12
<PAGE>


Counsel and  Director  for Basic  Research  Corp.,  a research  and  development
corporation  operating in the  telecommunications  and power generation  fields.
From 1995 to 1996, Mr.  Taggart  served as Vice President and Corporate  Counsel
for Advanced Automotive Tech, Inc. He is a graduate of University of California,
Berkeley and Western State University School of Law.

     Harrison  A.  McCoy,  III  is a  former  member  of the US  Army  Corps  of
Engineers.  Upon his return from serving in Vietnam,  Mr. McCoy obtained a BS in
Chemical  Engineering  from  Cal  Poly-Pomona.  He also  holds an AS  degree  in
Water/Wastewater  Treatment from San Bernardino  Valley  College.  Mr. McCoy has
enjoyed    a    twenty-five    year    career    in    environmental/alternative
fuels/engineering/waste  management fields. Most recently, Mr. McCoy started and
manages his own  entrepreneurial  firm,  Bioenergy  Engineering and Technologies
Corporation. This entity specializes in developing technology and site plans for
regional integrated liquid/solid, urban/industrial waste treatment management.

     William O. Shaeffer joined the Company as Director in 2000. Mr. Shaeffer is
a cum laude graduate of USC with an MBA from Pepperdine University.  Since 1996,
Mr.  Shaeffer has served as Vice President of Marketing & Managing  Director for
Chemical  Products,  Inc.  Prior to that,  he  served as  Senior  Marketing  and
Business Consulting to IMPCO/KRACO from 1993 to 1996. Between 1992 and 1994, Mr.
Shaeffer 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.  Mr.  Shaeffer's vast marketing and sales  experience will
prove extremely valuable to the Company.

     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 ten-percent owners are required
by  applicable  regulations  to furnish the  Company  with copies of all Section
16(a) forms that they file.

     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 2000

                                       13
<PAGE>


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
---------------------     ---------     ------          -----           ------
Lawrence W. Taggart       Fiscal 00       -0-            -0-              -0-
President and             Fiscal 99       N/A            N/A              N/A
Director                  Fiscal 98       N/A            N/A              N/A

Harrrison A. McCoy        Fiscal 00       -0-            -0-             -0-(1)
Vice President &          Fiscal 99       N/A            N/A              N/A
Director                  Fiscal 98       N/A            N/A              N/A

William O Shaeffer        Fiscal 00       -0-            -0-              -0-
Director                  Fiscal 99       N/A            N/A              N/A
                          Fiscal 98       N/A            N/A              N/A

Antoinette Fowler         Fiscal 00       -0-            -0-             -0-(2)
Secretary/Treasurer       Fiscal 99       N/A            N/A              N/A
                          Fiscal 98       N/A            N/A              N/A
-----------------------

(1) During  fiscal year 2000, a total of 250,000  shares of stock in the Company
were issued to Mr. McCoy.

(2) During  fiscal  year 1999,  a total of 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, 2000 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,  2000,  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 8,594,491 which includes 8,594,491 shares outstanding on April 30,
2000 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
----------------------------            --------------------      ------------

Harrison A. McCoy, III                          250,000               2.86%

Antoinette Fowler                                 5,000            Less than 1%

Norman F. Alvis                                 630,000               7.22%

Southern States Gas                           1,150,000              13.17%
Gathering System, LLC

Southern States Oil                             700,000               8.02%
Production, LLC

Hemisphere Group                              1,918,500              21.97%

All Officers and                                255,000               2.92%
Directors as a
Group (2 persons)

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Not applicable.

                                       15
<PAGE>


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

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

         The following  exhibits were filed with the Company's  Form 10-SB on or
about July 2, 1997, and are incorporated herein by reference.

         EXHIBIT
         NUMBER       DESCRIPTION
         -------     ----------------------------------------------------------
           3.1       Articles of Incorporation, as amended May 27, 1998.
           3.2       Bylaws

         The following  exhibit was filed with the Company's Form 10-KSB for the
fiscal  year  ended  April  30,  1999,  on or  about  August  9,  1999,  and  is
incorporated herein by reference:

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

           3.3       Certificate of Amendment of Certificate of Incorporation

         The following are exhibits to this Form 10-KSB:

         EXHIBIT
         NUMBER      DESCRIPTION
         -------     ----------------------------------------------------------
           27        Financial Data Schedule

(b)      Form 8-K Filings

     On  February  8,  2000,  the  Company  filed a Form 8-K  Current  Report to
disclose the details of a settlement agreement with B.A.T. International, Inc.


                                       16
<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/ Lawrence W. Taggart
                                        ----------------------------------------
                                        Lawrence W. Taggart, President

                                        Date:  August 7, 2000


     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/ Antoinete Fowler                  Secretary/Treasurer      August 7, 2000
-------------------------------
Antoinette Fowler

                                       17
<PAGE>



















                       SOUTHERN STATES POWER COMPANY, INC.

                              FINANCIAL STATEMENTS

                            YEAR ENDED APRIL 30, 2000









                                    CONTENTS

                                                                        Page
                                                                        ----
Independent Auditors' Report                                              1

Financial Statements:
  Balance Sheet                                                           2
  Statements of Operations                                                3
  Statements of Stockholders' Equity                                     4-5
  Statements of Cash Flows                                               6-7
  Notes to Financial Statements                                          8-15


                                       18
<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,  2000,  and  the  related   statements  of  operations,
stockholders'  equity  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, 2000,  and the results of its operations and its cash flows
for the two years then ended in conformity  with generally  accepted  accounting
principles.





CERTIFIED PUBLIC ACCOUNTANTS

Santa Monica, California
July 26, 2000

                                                                               1

                                       19
<PAGE>

<TABLE>

                       SOUTHERN STATES POWER COMPANY, INC.

                         BALANCE SHEET - APRIL 30, 2000

<CAPTION>
                                     ASSETS

<S>                                            <C>                <C>
Current assets:
  Cash and cash equivalents                    $         1,000
  Accounts receivable                                   32,079
  Other receivables                                     15,973
                                               ---------------

          Total current assets                                    $       49,052

Property and equipment, net of
  accumulated depreciation                                                 9,468

Goodwill, net of accumulated amortization                                564,000

Notes receivable:
  B.A.T. and Subsidiaries, related parties              11,314
  Y2k Superstore, related party                         15,000
  NOPEC Corporation                                    625,000
                                               ---------------

                                                       651,314
  Less allowance for doubtful accounts                  26,314
                                               ---------------

                                                                         625,000
                                                                  --------------
                                                                  $    1,247,520
                                                                  ==============
                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses        $        76,900
  Notes payable, OceanAir Environmental, LLC,
    due on demand                                      375,000
                                               ---------------

          Total current liabilities                               $      451,900

Common stock subscribed                                                   33,000

Stockholders' equity:
  Common stock; $0.001 par value, 50,000,000
    shares authorized, 8,730,919 shares issued
    and outstanding                            $         8,730
  Additional paid-in capital                         8,113,569
  Accumulated deficit                               (7,246,844)
  Accumulated other comprehensive loss                (112,835)
                                               ---------------

          Total stockholders' equity                                     762,620
                                                                  --------------
                                                                  $    1,247,520
                                                                  ==============
See accompanying independent auditors' report and notes to financial statements.

</TABLE>
                                                                               2

                                       20
<PAGE>

<TABLE>

                       SOUTHERN STATES POWER COMPANY, INC.

                            STATEMENTS OF OPERATIONS




<CAPTION>
                                                              Year ended               Year ended
                                                            April 30, 2000           April 30, 1999
                                                            --------------           --------------
<S>                                                       <C>                        <C>
Revenue                                                   $          55,501          $             -

Cost of revenue                                                      82,903                        -
                                                          -----------------          ---------------

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

Operating expenses:
  Research and development                                          101,616                  326,770
  Consulting fees (principally non-cash compensation)             1,490,552                  881,287
  Loss on investment in joint venture in Mexico
    with related party                                               13,680                1,183,598
  Valuation allowance for investment in GAMM projects             1,700,000                        -
  General and administrative expenses                               946,287                  612,654
                                                          -----------------          ---------------
                                                                  4,252,135                3,004,309
                                                          -----------------          ---------------

Loss from operations                                             (4,279,537)              (3,004,309)
                                                          -----------------          ---------------

Interest and dividend income                                         14,020                   27,148
Interest expense                                                     (4,166)                       -
                                                          -----------------          ---------------
                                                                      9,854                   27,148
                                                          -----------------          ---------------

Net loss                                                  $      (4,269,683)         $    (2,977,161)
                                                          =================          ===============

Net loss per share - basic and diluted                    $          (0.43)          $         (0.30)
                                                          ================           ===============

Weighted average number of shares outstanding -
  basic and diluted                                               9,926,807                9,910,123
                                                          =================          ===============



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

                                                                               3

                                       21
<PAGE>

<TABLE>

                       SOUTHERN STATES POWER COMPANY, INC.

                       STATEMENTS OF STOCKHOLDERS' EQUITY

                       YEARS ENDED APRIL 30, 2000 AND 1999



<CAPTION>
                                                   Common stock       Additional   Accumulated other                      Total
                                                   ------------        paid-in       comprehensive                     stockholder
                                                 Shares     Amount     capital           loss             Deficit        equity
                                               ----------  --------   ----------   -----------------    -----------    -----------
<S>            <C>                             <C>         <C>        <C>          <C>                  <C>            <C>
Balance at May 1, 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.

                                                                               4

                                       22
<PAGE>


                       SOUTHERN STATES POWER COMPANY, INC.

                 STATEMENTS OF STOCKHOLDERS' EQUITY (CONTINUED)

                       YEARS ENDED APRIL 30, 2000 AND 1999



<CAPTION>
                                                   Common stock       Additional   Accumulated other                      Total
                                                   ------------        paid-in       comprehensive                     stockholder
                                                 Shares     Amount     capital           loss             Deficit        equity
                                               ----------  --------   ----------   -----------------    -----------    -----------
<S>            <C>                             <C>         <C>        <C>          <C>                  <C>            <C>
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 per
  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
                                               ==========  ========   ==========   =================    ===========    ============

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

                                                                               5

                                       23
<PAGE>

<TABLE>

                       SOUTHERN STATES POWER COMPANY, INC.

                            STATEMENTS OF CASH FLOWS

                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

<CAPTION>
                                                             Year ended          Year ended
                                                           April 30, 2000      April 30, 1999
                                                           --------------      --------------
<S>                                                        <C>                 <C>
Cash flows provided by (used for) operating activities:
  Net loss                                                 $   (4,269,683)     $   (2,977,161)
                                                           --------------      --------------

  Adjustments to reconcile net loss to net cash
    provided by (used for) operating activities:
      Depreciation                                                  1,789                   -
      Amortization of goodwill                                    466,000             370,000
      Stocks issued in exchange for services                    1,329,532             825,250
      Bad debts                                                    95,396                   -
      Valuation allowance for investment in GAMM projects       1,700,000                   -
      Loss on abandonment of property and equipment                32,000                   -
      Write off of organization costs                                   -              10,000

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

    Increase (decrease) in liabilities -
      accounts payable and accrued expenses                        59,461               17,439
                                                           --------------      ---------------

          Total adjustments                                     3,360,187            1,222,314
                                                           --------------      ---------------

          Net cash used for operating activities                 (909,496)          (1,754,847)
                                                           --------------      ---------------

Cash flows used for investing activities -
  acquisition of property and equipment                           (11,257)                 (32,000)
                                                           --------------           --------------

Cash flows provided by financing activities:
  Proceeds from issuance of common stock                                -                1,837,000
  Proceeds from private placement                                 275,010                        -
  Proceeds from exercise of options                               563,590                        -
  Common stock subscribed                                          33,000                        -
                                                           --------------           --------------

          Net cash provided by financing activities               871,600                1,837,000
                                                           --------------           --------------

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

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

See accompanying independent auditors' report and notes to financial statements.


                                                                               6
                                       24
<PAGE>



                       SOUTHERN STATES POWER COMPANY, INC.

                      STATEMENTS OF CASH FLOWS (CONTINUED)

                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


<CAPTION>
                                                             Year ended          Year ended
                                                           April 30, 2000      April 30, 1999
                                                           --------------      --------------
<S>                                                        <C>                 <C>
Supplemental disclosure of cash flow information -
    income taxes paid                                      $        2,881
                                                           ==============

Supplemental disclosure of non-cash investing and
  financing activities:
    Issuance of common stock in exchange for services      $    1,329,532      $      825,250
                                                           ==============      ==============
    Issuance of common stock during business combination   $            -      $    1,400,000
                                                           ==============      ==============
    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      $            -
                                                           ==============      ==============
    Direct payments made by OceanAir Environmental, LLC
      to NOPEC Corporation on behalf of the Company        $      375,000      $            -
                                                           ==============      ==============




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

                                                                               7

                                       25
<PAGE>


                       SOUTHERN STATES POWER COMPANY, INC.

                          NOTES TO FINANCIAL STATEMENTS

                            YEAR ENDED APRIL 30, 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 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.

               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;

               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.

See accompanying independent auditors' report.

                                                                               8

                                       26
<PAGE>


                       SOUTHERN STATES POWER COMPANY, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                            YEAR ENDED APRIL 30, 2000




(1)      Summary of Significant Accounting Policies, Continued:

         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.

         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.


See accompanying independent auditors' report.

                                                                               9

                                       27
<PAGE>


                       SOUTHERN STATES POWER COMPANY, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                            YEAR ENDED APRIL 30, 2000

(1)      Summary of Significant Accounting Policies, Continued:

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

                  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.  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.  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.

                  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.

                  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.

                  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
                  were to be shared equally between the Company and ANUVU.

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

                  During  fiscal  2000,  the  joint  venture   discontinued  its
                  activities  and the Company  does not expect  distribution  of
                  profits in the future.

         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, 2000.

See accompanying independent auditors' report.

                                                                              10

                                       28
<PAGE>


                       SOUTHERN STATES POWER COMPANY, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                            YEAR ENDED APRIL 30, 2000

(1)      Summary of Significant Accounting Policies, Continued:

         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,  2000,  the Company had net federal  operating
                  loss carryforwards totaling approximately $4,800,000, expiring
                  through  2019.  Deferred  tax  assets  resulting  from the net
                  operating losses are 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 year ended April 30, 2000, substantially all of the
                  revenues were generated from Deer Valley School District.

         Net Loss Per Share:

                  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 Financial  Accounting Standards Board has issued Statement
                  No. 133,  Accounting  for Derivative  Instruments  and Hedging
                  Activities, effective for fiscal quarters beginning after June
                  15, 2000.  Management  believes that due to its limited use of
                  derivative  instruments,  the  adoption of this  pronouncement
                  will not have a material effect.

See accompanying independent auditors' report.

                                                                              11

                                       29
<PAGE>


                       SOUTHERN STATES POWER COMPANY, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                            YEAR ENDED APRIL 30, 2000




(2)      Property and Equipment:

         A summary is as follows:

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

                                                                    11,257
               Less accumulated depreciation                         1,789
                                                            --------------

                                                            $        9,468
                                                            ==============

(3)      Goodwill:

         A summary is as follows:

               Goodwill                                     $    1,400,000
               Less accumulated amortization                       836,000
                                                            --------------

                                                            $      564,000
                                                            ==============

               Amortization  expense  amounted to $466,000  and $370,000 for the
               years ended April 30, 2000 and 1999, respectively.


(4)      Notes Receivable, Related Parties and Others:

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

         The notes from NOPEC  Corporation  ("NOPEC")  bear  interest at 10% per
         annum and are due on September  30, 2001.  Pursuant to the terms of the
         agreement,  the Company intends to acquire NOPEC and will advance NOPEC
         a total of $1,500,000  through September 30, 2001, which amount will be
         applied to the purchase price.

         Subsequent  to April 30,  2000,  the  Company  advanced  an  additional
         $65,000 to NOPEC. Payments were made from OceanAir  Environmental,  LLC
         ("OceanAir") directly to NOPEC on behalf of the Company (see Note 5).


(5)      Notes Payable, OceanAir Environmental, LLC:

         The notes bear interest at 8-1/2% per annum,  are due on demand and are
         secured up to $500,000 by the notes receivable from NOPEC.

See accompanying independent auditors' report.

                                                                              12

                                       30
<PAGE>


                       SOUTHERN STATES POWER COMPANY, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                            YEAR ENDED APRIL 30, 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
         in two oil and gas exploration ventures,  which investments were valued
         at the trading price of the Company's shares at date of acquisition.

         During the year ended April 30, 2000, the Company issued 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 date of
         issuance.  Compensation expense resulting from these issuances amounted
         to $1,329,532.

         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.


(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  expires 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.


See accompanying independent auditors' report.

                                                                              13

                                       31
<PAGE>


                       SOUTHERN STATES POWER COMPANY, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                            YEAR ENDED APRIL 30, 2000




(7)      Stock Options, Continued:

         The number and weighted  average exercise prices of options granted for
         the years ended April 30, 2000 and 1999 are as follows:

<TABLE>
<CAPTION>
                                                       2000                1999
                                                -----------------   -------------------
                                                                               Average                           Average
                                                                               Exercise                          Exercise
                                                  Number    Price     Number    Price
                                                ---------   -----   ---------   -----
<S>                                             <C>         <C>     <C>         <C>
         Outstanding at beginning of the year   1,050,000   $1.00   1,500,000   $1.00
         Granted during the year                  310,000    2.00           -       -
         Outstanding at end of the year           803,000    1.37   1,050,000    1.00
         Exercisable at end of the year           803,000    1.37   1,050,000    1.00
         Exercised during the year                557,000    1.02     425,000    1.00
         Cancelled during the year                      -       -      25,000    1.00
</TABLE>

(8)      Commitments:

         Rent

         The  Company  leases its office  space in  Shreveport,  Louisiana  on a
         monthly  basis.  The Company  also leases on a  month-to-month  basis a
         manufacturing plant in San Bernardino, California.

         Rent  expense  under all leases  amounted to $20,400 and $3,250 for the
         years ended April 30, 2000 and 1999, respectively.

         Land Purchase Agreement

         During July 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
         $4,700,000   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 planned to use this site for multiple  environmental energy
         projects including  production of biofuels from recycled vegetable oils
         and electric power generation from waste products.  During fiscal 2000,
         the  Company  recorded  an  expense  of  $50,000  related  to this land
         purchase  agreement  since  management  does not plan to  acquire  this
         property.




See accompanying independent auditors' report.

                                                                              14

                                       32
<PAGE>


                       SOUTHERN STATES POWER COMPANY, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                            YEAR ENDED APRIL 30, 2000




(8)      Commitments, Continued:

         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 is $11,500,000,  of
         which  $1,500,000  is in cash and the balance in the  Company's  common
         stock.  As April 30,  2000,  the Company has paid  $625,000 of the cash
         obligation,  which is  characterized as secured notes receivable in the
         accompanying  balance  sheet.  Upon payment of the balance  ($65,000 of
         which was paid  subsequent  to year end),  the  company  will issue its
         stock, offset the notes against the purchase price, and receive its 51%
         interest in NOPEC.  If the  Company is unable to fulfill its  remaining
         obligation  for the cash  portion  of the  purchase  price,  it will be
         required to  foreclose  its security  interests on the notes,  as NOPEC
         does not have sufficient cash flows for repayment.

         Exclusive Distribution

         During the year ended April 30,  2000,  the Company  entered  into five
         one-year   agreements   through   assignment   with  NOPEC,  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.  During the year ended April 30,
         2000, the Company  purchased  $82,903 (100%) of its bio-diesel  product
         from NOPEC. The Company owed approximately $28,000 as of April 30, 2000
         to NOPEC.




See accompanying independent auditors' report.

                                                                              15

                                       33