SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                   FORM 10-KSB

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

                    FOR THE FISCAL YEAR ENDED APRIL 30, 2002

                                       OR

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

                          COMMISSION FILE NO. 333-3074

                       SOUTHERN STATES POWER COMPANY, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             Delaware                                 94-3350291
             --------                                 ----------
  (State or Other Jurisdiction         (I.R.S. Employer Identification Number)
of Incorporation or Organization)

          4505 Allstate Drive, Suite 108                92501
          ------------------------------                -----
               Riverside, California
               ---------------------
     (Address of Principal Executive Offices)          (Zip Code)

Registrant's telephone number, including area code    (909) 367-2463

               Securities registered pursuant to Section 12(g) of the Act:

                    Common Stock, par value $0.001 per share
                    ----------------------------------------
                                (Title of Class)
     Indicate  by  check mark whether the registrant:  (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12 months, and (2) has been subject to such filing
requirements  for  the  past  90  days.  Yes  X   No  ___
                                              -
     Indicate  by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form  10-K.  ___

     The  aggregate  market  value  of  the  voting  common  stock  held  by
non-affiliates  of  the Registrant on July 19, 2002, was $3,600,000 based on the
average  bid  and  asked  prices  on  such  date  of  $0.06.

     The  Registrant had 68,116,659 shares of Common Stock, par value $0.001 per
share,  outstanding  on  July  19,  2002.

<PAGE>

                                     PART I
ITEM  1.  BUSINESS

FORWARD  LOOKING  STATEMENTS

     Forward-Looking  Statements  and  Associated  Risks.  This  filing contains
forward-looking  statements, including statements regarding, among other things:
(a)  our  projected  sales  and  profitability,  (b)  our growth strategies, (c)
anticipated  trends in our industry, (d) our future financing plans, and (e) our
anticipated  needs  for working capital.  In addition, when used in this filing,
the words "believes," "anticipates," "intends," "in anticipation of," "expects,"
and  similar  words are intended to identify certain forward-looking statements.
These  forward-looking  statements are based largely on our expectations and are
subject  to  a  number  of risks and uncertainties, many of which are beyond our
control.  Actual  results  could  differ  materially  from these forward-looking
statements  as  a  result of various factors, including, without limitation, the
risks  outlined  under  "Certain Business Risk Factors" and matters described in
this  filing generally.  In light of these risks and uncertainties, there can be
no  assurance  that the forward-looking statements contained in this filing will
in  fact  occur.  We  do  not  undertake  any obligation to publicly release the
results of any revisions to these forward-looking statements that may be made to
reflect  any  future  events  or  circumstances.

GENERAL

     Southern  States  Power  Company  (hereinafter  "the  Company" or "Southern
States")  is  a  business  development  company that has elected to be regulated
pursuant  to  Section  54  of  the  Investment Company Act of 1940.  The Company
intends  to  focus  its investments in companies engaged in the production, sale
and  distribution  of  biodiesel  fuel  and  other alternative energy solutions.
Biodiesel  is a diesel fuel made from a vegetable oil, rather than petrochemical
oil,  and  is  officially designated by the EPA as an alternative fuel under the
Energy  Policy  Act.  Biodiesel  is  a unique alternative fuel because it can be
used  in  diesel  engines  without  any  change or modifications to the engines,
vehicles,  or  ground  fueling  equipment.

     Net  revenues  increased  to  $492,000  for  the year ended April 30, 2002,
compared  with  revenues  of  $33,000  in the prior year, largely as a result of
revenues  generated  from  the  rental of power generators under a contract with
University  of  California  at  Riverside.  The  Company's  rental  program  was
discontinued  in  December 2001 and the generators were held for sale as of year
end.  The Company incurred a net loss of $3,577,000 for the year ended April 30,
2002, compared with a loss of $4,365,000 in the prior year. The decrease in loss
was  primarily attributed to a decrease in operating expenses (See "Management's
Discussion  and  Analysis  of  Results  of  Operations  and Financial Condition"
herein).

     On  July  31,  2002, the Company's Board of Directors voted to be regulated
pursuant  to  Section  54  of  the  Investment  Company  Act  of  1940  with its
investments  concentrated  in  companies  engaged  in  the  production, sale and
distribution  of  biodiesel fuel and other alternative energy solutions.   Prior
to  making  this  election,  the  Company  was  actively  involved  in the sale,
manufacture  and  distribution of biodiesel.  The decision to be regulated under
the  Investment  Company  Act  of  1940 was made primarily to better reflect the
Company's  anticipated  future  business  and  developing  relationships.  The
Company's first investment is expected to be in Agua Mansa, LLC, which is in the
process  of  designing and developing a new, state-of-the-art biodiesel facility
in  Riverside,  California,  that  will produce fuel that meets DINs 51606 while
also  yielding  high-grade by-products such as pharmaceutical-grade glycerin and
Vitamin  E  (See  "Agua  Mansa  Facility"  herein).

     The  Company's  working  capital on April 30, 2002 was negative $1,403,000,
which  results  primarily from the classification of a long-term debt obligation
of  $1,103,000  as  a  current liability since the Company was in default on the
obligation  as of April 30, 2002.  (See "Management's Discussion and Analysis of
Results  of  Operations  and  Financial  Condition"  herein).

     The  Company  was  incorporated in Delaware on August 31, 1988, and adopted
its  present  name  on  June  1,  1998. During fiscal year 2001, Southern States
relocated  its headquarters from Shreveport, Louisiana to Riverside, California,
and  established  a  regional  office  in  Phoenix  Arizona.

     The  Company's  principal  executive  offices are located at 4505 Allstate,
Riverside,  California  and  its  telephone  number  is  (909)367-2463.

                                        2
<PAGE>

BIODIESEL

     Biodiesel  is  one  of  several  alternative  fuels  identified by the EPA.
Biodiesel (fatty acid alkyl esters) is a cleaner-burning diesel replacement fuel
made  from  natural,  renewable  sources such as new and used vegetable oils and
animal  fats.  Like  petroleum diesel, biodiesel operates in combustion-ignition
engines.  Blends  of up to 20% biodiesel (mixed with petroleum diesel fuels) can
be  used in nearly all diesel equipment and are compatible with most storage and
distribution  equipment. These low level blends (20% and less) don't require any
engine  modifications  and  can  provide  the same payload capacity and range as
petroleum  diesel. Higher blends, even pure biodiesel (100% biodiesel, or B100),
can  be  used  in  many engines built since 1994 with little or no modification.

     Using  biodiesel  in  a  conventional  diesel  engine substantially reduces
emissions  of  unburned  hydrocarbons,  carbon  monoxide,  sulfates,  polycyclic
aromatic  hydrocarbons,  nitrated  polycyclic  aromatic  hydrocarbons,  and
particulate matter. These reductions increase as the amount of biodiesel blended
into  diesel  fuel  increases.  The  best  reductions  are  seen  with  B100.

     The  use  of  biodiesel  decreases the solid carbon fraction of particulate
matter  (since  the oxygen in biodiesel enables more complete combustion to CO2)
and  reduces  the sulfate fraction (biodiesel contains less than 24 ppm sulfur),
while  the  soluble,  or  hydrocarbon,  fraction  stays  the  same or increases.
Therefore,  biodiesel  works well with new technologies such as catalysts (which
reduce  the  soluble  fraction  of  diesel  particulate but not the solid carbon
fraction),  particulate  traps,  and  exhaust  gas  recirculation.

     Biodiesel  has  physical  properties  very  similar to conventional diesel.
Emission  properties,  however,  are  better for biodiesel than for conventional
diesel.

     Biodiesel fuel can be made from new or used vegetable oils and animal fats,
which  are  non-toxic,  biodegradable,  renewable  resources.  Fats and oils are
chemically  reacted  with  an  alcohol (methanol is the usual choice) to produce
chemical  compounds  known as "fatty acid methyl esters".  Biodiesel is the name
given  to  these esters when they're intended for use as fuel. Glycerol (used in
pharmaceuticals and cosmetics, among other markets) is produced as a co-product.

     Biodiesel  can be produced by a variety of esterification technologies. The
oil  and fats are filtered and preprocessed to remove water and contaminants. If
free  fatty acids are present, they can be removed or transformed into biodiesel
using  special  pretreatment technologies. The pretreated oils and fats are then
mixed  with  an  alcohol  (usually  methanol)  and a catalyst (usually sodium or
potassium  hydroxide).  The  oil  molecules (triglycerides) are broken apart and
reformed  into esters and glycerol, which are then separated from each other and
purified.

     Approximately  55%  of the biodiesel production industry can use any fat or
oil  feedstock, including recycled cooking or "yellow" grease. The other half of
the  industry  is limited to vegetable oils, the least expensive of which is soy
oil.  The  soy  industry  has  been  the  driving  force  behind  biodiesel
commercialization  because of excess production capacity, product surpluses, and
declining  prices.  Similar  issues apply to the recycled grease and animal fats
industry,  even though these feedstocks are less expensive compared to soy oils.

AGUA  MANSA  FACILITY

     As  a  business  development  company  under  Section  54 of the Investment
Company  Act  of 1940, the Company is required to invest a portion of its assets
into  developing  companies.  Southern States is committed to the development of
alternative  energy  and  bio  fuels  such  as  biodiesel.

     The  Company  anticipates  that  its  first investment will be made in Agua
Mansa,  LLC  ("Agua  Mansa").  Agua  Mansa  is  in  the process of designing and
developing  a new, state-of-the-art biodiesel facility in Riverside, California,
that  will  produce  fuel  that  meets DINs 51606 while also yielding high-grade
by-products such as pharmaceutical-grade glycerin and Vitamin E.  In March 2002,
the  Company  entered  into a Preliminary Engineering Agreement with Lurgi, PSI,
Inc.  in  which  Lurgi will perform the preliminary engineering work on the Agua
Mansa  project.  Subsequent  to  year  end,  the  Company entered into an Escrow
Agreement  for the purchase of 7.73 acres of land in Riverside, California where
the  new  facility  will  be located.   The total purchase price of this land is
$793,000,  of which $10,000 was paid as a deposit.  The Company expects to close
escrow  on this property in September 2002 (See "Notes to Accompanying Financial
Statements").  Both the land and the preliminary engineering will be contributed
to  Agua  Mansa,  LLC  as  part  of the Company's investment.  The management of
Southern  States  anticipates  playing  an  active  role  in  supervising  the
construction  of  the Agua Mansa facility and then managing the plant once it is
complete.

                                        3
<PAGE>

COACHELLA  FACILITY

     In  the  Fall  of  2000, Southern States was introduced to Imperial Western
Products  (IWP)  located in Coachella, just East of Indio, California.  IWP is a
large  cotton  seed  processing  plant  which also has a facility for processing
yellow  grease  which  they  typically  sell  for  use  in  animal  foods.  An
understanding  was reached whereby IWP agreed to participate in the construction
of  a  biodiesel  plant at their facility in Coachella which would utilize their
processed  yellow  grease  as  the  basic  source of feedstock for conversion to
biodiesel.

     Due  to  limited  financial  resources, the plant was built using primarily
refurbished  equipment.  In  January  2002,  the  Company  determined  that  the
partnership  arrangement  with  IWP  was  not  advantageous  to  the  Company.
Furthermore,  the  Company  wanted  to  take  advantage of significant marketing
opportunities  from  producing  biodiesel  that  meets  DINs  standard 51606, in
addition  to  capturing  the  revenues  from  high-value  byproducts  such  as
pharmaceutical-grade  glycerin  and  vitamin  E.  The Company therefore sold its
interest  in  the  Coachella facility to IWP in February, 2002 for approximately
$260,000  and  recorded  a  gain of $34,000 on the transaction.  Pursuant to the
Asset Sale Agreement, the Company entered into a Brokerage Agreement with IWP in
which  the Company received, among other things, the exclusive right to sell all
biodiesel  manufactured by the Coachella facility and receive a royalty interest
of 50% on the net profits generated from such sale.  In addition, the Company is
entitled  to  a  further  royalty of $0.10 per gallon of biodiesel produced from
virgin  soy  feedstock as consideration for the Company's assignment of the USDA
subsidy  contract.  Through April 30, 2002, there were no sales of biodisel from
the Coachella facility and, accordingly, the company received no royalty income.

CARDLOCK  FACILITY

     On  February  6,  2002,  the  Company entered into an agreement with Kinder
Morgan  Energy Partners, LP & Cardlock, LLC for the acquisition of equipment and
assets  relating  to  a  cardlock  facility  located  in  Phoenix, Arizona.  The
purchase  price was $395,000.  Under the terms of the agreement, the acquisition
was  expected  to be consummated on March 31, 2002, but was extended through the
August 9, 2002.  As of April 30, 2002, the Company had paid a deposit of $40,000
which  is  to  be  applied  towards  the purchase price.  Upon completion of the
purchase,  the  Company will be required to enter into a Sublease Agreement with
Kinder  Morgan and Cardlock.  The Sublease Agreement pertains to the property on
which  the equipment and assets are located.  The term of the Sublease Agreement
is  142  months  and  will  expire  on  December  31,  2013.

POWER  GENERATION

     During fiscal 2002, the Company purchased electric generating equipment for
a  total  of  approximately  $1,600,000,  which  it  rented to the University of
California at Riverside ("UCR") on a short-term lease which ended December 2001.
At  the  time, the Company was pursuing the rental of power generation equipment
to  both augment revenues and provide an outlet for biodiesel sales.  At the end
of rental period, UCR advised the Company that it would not continue to rent nor
elect to purchase the generating equipment.  The Company determined at that time
to  dispose of the generators and began soliciting buyers for the equipment.  On
April  30, 2002, the Company recorded a permanent impairment on the value of the
equipment  of  $500,000  to  reflect  the  estimated current market price of the
generators.  The  Company  has  a  note payable with an commercial lender in the
amount of $1.1 million in connection with the generators.  As of April 30, 2002,
the  Company  was  in  technical default on the note (See "Notes to Accompanying
Financial Statements").  On July 18, 2002, the Company agreed to restructure the
debt  obligation.  The  original  terms  of the note required the Company to pay
$33,000  per  month  in  principal plus accrued interest at the rate of 7.5% per
annum.  The  note  is  secured by the electricity generators which are listed as
assets  held for sale in the accompanying balance sheet.  Under the terms of the
restructure,  the  Company  will make interest-only payments at prime plus 0.5%,
with the principal balance due in lump sum on March 15, 2003.  If the Company is
unable to make the principal payment, the debt will transfer to a shareholder of
the  Company  who  serves as guarantor on the note.  Ownership of the generators
will  also  transfer to the guarantor without recourse against the Company.  The
principal  balance  on  the  note  as of April 30, 2002 has been classified as a
current  liability  in  the  accompanying  balance  sheet.

TECHNOLOGY  PROTECTION  POLICY  AND  DISCLAIMERS

     The  Company  has  certain  intellectual  properties  including  biofuel
formulation,  processing  and  manufacture  techniques  that it considers "trade
secrets".  To  maintain  confidentiality,  the  Company executes agreements with
interested  third parties, contractors and employees.  Thus far, the Company has
elected to refrain from filing for patent protection on it's biofuel formulation
or process for several reasons.  First, the Company considers that the amount of
disclosure  which  must  be  made  in the application would disclose information
which  the  Company  wants to keep proprietary.  Second, since components of the
mixing  and  chemical process typically fall within the public domain, it is not
deemed  patentable.

                                        4
<PAGE>

     The  Company  believes  that the chemical and process treatment involved in
manufacturing its biofuel are highly complex and would be extremely difficult to
duplicate or reverse engineer. At this time, the Company does not intend to file
for  patent  protection  on  its  existing  technology.

CONFIDENTIALITY  POLICY  AND  DISCLAIMERS

     As  indicated  above, the Company's agents and officials interact with many
different  technology  development  entities  and concerns.  It is the policy of
Southern  States to obtain executed confidentially agreements from those persons
or  entities  to  whom  the  Company's trade secrets are revealed.  The standard
agreements include provisions prohibiting disclosure of proprietary information.
With respect to Company employees and consultants, agreements in place include a
provision  prohibiting  competition  with  the  Company.

MARKETING

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

     On  February  12,  2002,  the  Company  received  notification  that  its
application  had  been  approved  for  the  2002 USDA Bio-Energy Subsidy Program
(CCC-850).  Under  the  subsidy,  the  Company  will be reimbursed quarterly for
purchases  of  bio-based  feedstock  used  in  the  production of biodiesel. All
biodiesel  produced  from  soy  oil by the Company for fiscal year 2002, up to a
maximum  amount  of  $7.5 million, will be eligible under the Bio-Energy subsidy
program.  The  subsidy  includes biodiesel produced from the Coachella plant, as
well  as  any  soy-based  biodiesel  produced  at  Agua  Mansa and other planned
facilities.  This subsidy will help the Company be more cost competitive against
other  alternative  fuels  in  addition  to  petroleum-based  diesel.

COMPETITION

     In  addition  to other producers of biodiesel, most of which utilize virgin
soy  oil as their basic feedstock, there are other companies that market, supply
and/or  provide biodiesel to consumers, but that are not producers.  The largest
marketer and supplier that will compete directly with the Agua Mansa facility is
World  Energy,  Inc.  In  addition, certain distributors of diesel fuel purchase
biodiesel  directly  from  producers  and  are  considered  competitors  in  the
alternative  biofuels  market.

     Competition  to  the biodiesel market, as a whole, comes primarily from the
compressed  natural  gas  industry. Due to strong lobbying efforts over the past
few  years,  compressed natural gas as an alternative fuel has made inroads into
the  metro  and  school  bus  transportation market, as well as the waste hauler
segment. However, conversion of diesel engines to accommodate compressed natural
gas  is  costly,  as  is  the necessary infrastructure to accommodate compressed
natural  gas. The Company believes that because converting diesel engines to use
biodiesel  does  not  require  any  mechanical  modifications  or  special
infrastructure,  biodiesel  has  an  advantage over compressed natural gas as an
alternative  fuel.

     In  addition,  the biodiesel faces competition from other alternative fuels
such  as  ethanol, though these fuels do not compete aggressively in the western
United  States.  There  are  no large-scale ethanol production facilities in the
western  eleven  states, and the cost of trucking the fuel from existing eastern
production  facilities  is  presently  deemed  cost  prohibitive.

GOVERNMENT  REGULATION

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

                                        5
<PAGE>

     Initial  focus by the government to mandate or provide incentives to reduce
emissions  and dependence on foreign oils became evident with the passage of the
Environmental  Protection  Act  ("EPAct")  in  1992.  This Bill requires Federal
agencies  to  buy  vehicles  that  run  on  alternative  fuels  to  reduce their
dependence  on  fuel  supplies produced overseas. Federal agencies considered to
have  qualifying  fleets  were  required  to  have  specific  alternative  fuel
purchases.  This  Act  was the first genuine effort to boost the use of domestic
replacement  (alternative)  fuels. The Department of Energy was charged with the
responsibility  to  develop  and  oversee  a  plan  to  replace  10% of U.S. gas
consumption  with  alternative  fuels by the year 2000 and 30% by the year 2010.

     There  has been considerable effort on the part of Federal, State and local
governments  to  continue  to  press for legislative action to clean up our air,
particularly  in  non-attainment  areas  represented  by  big  cities  and heavy
traffic.  Bills  which  have been passed include incentives for EPA credits, and
preferential  bidding  for  governmental  jobs  is  awarded  to  companies using
alternative  fuels  which  are  kinder  to our environment. Nationally, the Bush
Administration  has  just  recently  proposed  a National Energy Policy aimed at
using  cleaner,  alternative  fuels.  Within  the  past  few  years  the EPA has
recognized  biodiesel as an approved alternative fuel, providing at least 20% is
included  in  any  blending  with  standard  #2  diesel.

     In  Congress,  Senate  Bill  1058,  referred  to as the Energy Tax Bill and
sponsored  by the Senate Finance Committee, has been designed to insure that tax
provisions  are  includable  for biodiesel. Similarly, Senate Bill 1066 has been
promoted  with  the  premise  that "every fuel must have a renewable component,"
indicating that the government is encouraging the use or blending of alternative
fuels produced from plant or vegetable stock compared to fossil or petrochemical
fuels.

     The  California Air Resources Board ("CARB") is charged with regulating the
emissions  emitted from mobile sources of transportation throughout the State of
California,  and has been seriously lobbied to consider biodiesel as an approved
alternative  fuel to promote air quality. The South Coast Air Quality Management
District ("AQMD") is considered to be leading the nation as far as stringent air
quality  standards are concerned, and is the agency regulating emissions derived
from  stationary  sources  of  power generation in specified regions of Southern
California. The AQMD issued a permit to Southern States Power Company in 2001 to
run  three  2-megawatt  gensets as backup, standby power generators to be run on
100%  biodiesel.  It  is believed that this is the first of such kind of permits
granted  to  any  entity  for  such  purpose.

     Arizona  has  previously  passed laws encouraging the use of biodiesel, and
recognizing  this  biofuel  as  an alternative fuel together with other types of
alternative  fuels.  Nevada, and other states, are also recognizing the value of
biodiesel  as  a  clean  alternative  fuel  and  are  considering  incentives to
encourage consumers to use this fuel. The National government, through the USDA,
and  as  a  means  to  promote agricultural products, has recently passed a farm
bill,  which  authorized a valuable subsidy for those producers of biodiesel who
use soy oil and other specified oils as the base feedstock in the manufacture of
biodiesel  (CCC  850).  The  Company  was  notified in February 2002 that it has
received  approval to receive the subsidy under this special program, which will
contribute substantially to reduce the costs of producing this alternative fuel,
thereby  reducing  the  costs  charged  to  the  consumers.

The  Company's  cost  for  compliance with government regulations is negligible.

EMPLOYEES

     As  of  April 30, 2002, the Company employed a total of five people, one of
which  was  in  sales and the rest were in general and administrative positions.

     The  Company  may  require  additional  employees  in  the  areas  of
administration,  production, sales and marketing in the future. There is intense
competition  for  capable,  experienced  personnel and there is no assurance the
Company  will  be  able  to  obtain  new  qualified  employees  when  required.

     The  Company  believes  its  relations  with  its  employees  are  good.

INSURANCE

     The  Company  does  not  presently  have  a  commercial  general  liability
insurance  policy.  The  Company  is  named as an additional insured under IWP's
general  liability  policy which includes product liability up to $3,000,000, to
protect  the  Company's assets against claims by users of its products. Although
there  have been no successful claims against the Company, there is no assurance
that the Company's coverage under IWP's policy will provide adequate coverage in
the  case of a successful claim against the Company, in which case the Company's
assets would be at risk in the event of successful claims against it. Successful
claims  in  excess of the amount of insurance then in force could have a serious
adverse  effect upon the Company's financial condition and its future viability.
At  such  time  when  the Company resumes production of biodiesel, it will again
seek  to  obtain  general  liability  and  product  liability  insurance.

                                        6
<PAGE>

     The  Company  maintains  auto insurance coverage and workman's compensation
coverage  in  amounts  deemed  adequate.

     The  Company  does  not carry director and officer liability insurance, but
does  have  indemnification  agreements  covering  its  officers  and directors.

ITEM  2.  PROPERTIES

     The  Company  presently  leases  all  of  its  office  facilities  on  a
month-to-month  basis.  The  Company  leases  approximately  800  square feet in
Riverside,  California  for  $800  per  month,  which  it  uses  as  corporate
headquarters.  The  Company  also leases  an executive suite in Phoenix, Arizona
for  $1,290  per  month  for  use  as  a  sales  office.

     As  discussed  above,  the  Company  has  entered  into  escrow to purchase
approximately  7.73 acres in Riverside, California where it intends to construct
a  biodiesel  manufacturing  facility.  The total purchase price for the land is
$673,000 and is scheduled to close escrow in September 2002. As discussed above,
on  February  6,  2002, the Company entered into an agreement with Kinder Morgan
Energy  Partners, LP & Cardlock, LLC for the acquisition of equipment and assets
relating  to a cardlock facility located in Phoenix, Arizona. The purchase price
is  $395,000.  Under the terms of the agreement, the acquisition was expected to
be  consummated on March 31, 2002, but has been extended through August 9, 2002.
Upon  completion  of  the purchase, the Company will be required to enter into a
Sublease  Agreement  with  Kinder  Morgan  and  Cardlock. The Sublease Agreement
pertains to the property on which the equipment and assets are located. The term
of  the  Sublease  Agreement is 142 months and will expire on December 31, 2013.

The Company considers its existing facilities to be adequate for its foreseeable
needs  and  well  maintained.

ITEM  3.  LEGAL  PROCEEDINGS

     Actions pending during the fiscal year 2001 which included the Company as a
defendant  have  all  been  dismissed  under  negotiated  settlements  with  the
Plaintiffs.  In the matter of Nichols vs. B.A.T. International, et al., Case No.
GIC  739485,  filed  in the Superior Court, County of San Diego in October 1999,
the  settlement  and  mutual  release,  which  was  executed on August 15, 2000,
resulted  in  a  dismissal  of  the  case  as  to  all  parties involved in this
Employment  Agreement  litigation.  There  was  no monetary consideration to any
party  as  a  result  of  the  settlement.

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

There  was  no  litigation  threatened  or  pending  as  of  April  30,  2002.

All  matters  involving pending or prospective litigation have been dismissed or
resolved.

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

     None.

                                        7
<PAGE>
                                     PART II
ITEM  5.  MARKET  FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

A.     MARKET  INFORMATION

     The  Company's  common stock has traded on the OTC Bulletin Board under the
symbol  "SSPC"  since  June  1,  1998.

     The following table sets forth the range of high and low bid quotations for
each  calendar  quarter  for  our  common  stock for fiscal years 2002 and 2001.

                                                           BID PRICE PER SHARE
                                                           -------------------

                                                              HIGH     LOW
                                                              ----     ---

           May 2000 - July 2000                              $2.75     $0.380
           August 2000 - October 2000                        $1.01     $0.180
           November 2000 - January 2001                      $0.49     $0.140
           February 2001 - April 2001                        $0.56     $0.050

           May 2001 - July 2001                              $0.490     $0.022
           August 2001 - October 2001                        $0.110     $0.060
           November 2001 - January 2002                      $0.085     $0.046
           February 2002 - April 2002                        $0.135     $0.054

     The  above  prices  were obtained from the Over-the-Counter Bulletin Board.
The  quotations  represent  inter-dealer  quotations,  without  retail  mark-up,
markdown  or  commission, and may not necessarily represent actual transactions.

     Our  common  stock  has been quoted on the Over-the-Counter Bulletin, under
the  symbol  "SSPC."

B.     HOLDERS  OF  RECORD

     As  of  April  30, 2002, there were approximately 151 holders of record. In
addition,  there  were  approximately  3,348  shareholders  in  "street  name"
representing  41,000,190  shares.

     C.     DIVIDENDS

     We  have  not  declared or paid dividends on our common stock during fiscal
2002  or  2001  and  do not plan to declare or pay dividends on our common stock
during  fiscal  2003.  Our  dividend  practices  are  determined by our Board of
Directors  and  may  be changed from time to time.  We will base any issuance of
dividends upon our earnings (if any), financial condition, capital requirements,
acquisition  strategies,  and other factors considered important by our Board of
Directors.  Delaware law and our Certificate of Incorporation do not require our
Board  of  Directors  to  declare  dividends  on our common stock.  We expect to
retain  any  earnings  generated  by  our  operations  for  the  development and
expansion  of  our  business  and  do not anticipate paying any dividends to our
stockholders  for  the  foreseeable  future.

     D.     RECENT  SALES  OF  UNREGISTERED  SECURITIES

     Except  as  otherwise  noted, the securities described in this Item 26 were
issued  pursuant  to the exemption from registration provided by Section 4(2) of
the  Securities Act of 1933.  Each such issuance was made pursuant to individual
contracts which are discrete from one another and are made only with persons who
were  sophisticated  in such transactions and who had knowledge of and access to
sufficient  information  about  the  Company  to  make  an  informed  investment
decision.  Among  the  information  provided  was  the  fact that the securities
issued  were  restricted  securities.

     No  commissions  were  paid  in  connection with the transactions described
below  unless  specifically  noted.

                                        8
<PAGE>

     The following current and former officers and directors of Southern States,
and affiliated parties have exercised options granted by the Board and purchased
the  number  of  shares  below:

<TABLE>
<CAPTION>


<S>                    <C>        <C>            <C>
                       SHARES                    EXERCISE
NAME. . . . . . . . .  PURCHASED  EXERCISE DATE  PRICE/SHARE
---------------------  ---------
Lawrence W. Taggart .    250,000  Feb. 20, 2001  $      0.001
                         541,000  May 18,2001    $      0.001
Covenant Trust. . . .  2,250,000  Feb. 20, 2001  $      0.001
Harrison A. McCoy III    250,000  Dec. 13, 2001  $      0.001
                       2,250,000  Mar. 1, 2001   $      0.001
                         325,000  May 18,2001    $      0.001
William O. Sheaffer .     50,000  Dec. 14, 2000  $      0.001
                         750,000  Feb. 7, 2001   $      0.001
                         216,600  May 18, 2001   $      0.001
Curtis Wright . . . .    250,000  Feb. 7, 2001   $      0.001
                         216,600  May 18, 2001   $      0.001
Anthony Miller. . . .    250,000  Mar. 15, 2001  $      0.001
                         250,000  June 18, 2001  $      0.001
</TABLE>



     Cash  proceeds  and consideration paid for the shares purchased was used as
capital  for  operations.

     On  May  15,  2001,  the  Company  granted fully-vested options to purchase
shares  of  restricted  common  stock  with  an  exercise price of $0.001 to the
following  individuals  and  in  the  indicated  amounts:

     Lawrence  Taggart               541,500
     Harrison  McCoy                 325,000
     William  Sheaffer               216,600
     Curtis  Wright                  216,600

     On  May  31, 2001, the Company granted options to purchase 2,000,000 shares
of  restricted  common  stock  over a two year period, with an exercise price of
$0.01  per  share,  to  each  of  Harrison  A. McCoy, III, William O. Sheaffer ,
Anthony  Miller  and  Lawrence Taggart. Beginning on August 1, 2001, options for
250,000  shares  vest  on  the  first day of each quarter over the following two
years.  The  options  expire  one  year  after  vesting  if  unexercised.

     In September 2001, the Company granted options to purchase 1,000,000 shares
of  restricted  common  stock,  with  an  exercise  price of $0.001, to Lawrence
Taggart.  These  options vested immediately and expire one year after vesting if
unexercised.  The  Company  also  granted  options to purchase 250,000 shares of
restricted common stock to Curtis Wright with an exercise price of $0.001. These
options were issued with conditional vesting requiring the completion of certain
services  by  Mr.  Wright. As of April 30, 2002, the conditions had been met and
the  options  were  deemed  fully  vested.

     Between  July  2001  and  January  2002,  options  to  purchase  a total of
3,000,000  shares  of  restricted  common  stock were issued to Steve Peacock, a
consultant  to the Company. Of this amount, 1,000,000 options are exercisable at
$0.001  and are fully vested. The remaining 2,000,000 options are exercisable at
$0.01  and  vest  250,000  every  three  months  commencing  April  19,  2002.

     On  December  20,  2001,  the  Company  issued 3,000,000 shares of Series A
Convertible  Preferred  Stock to Harrison A. McCoy, III, William O. Sheaffer and
Anthony  Miller. These shares were recorded at the value of ($.06) of the common
stock  into  which  they  were  convertible  at  that  date.

     In  December  2001,  the Company issued $300,000 of convertible debentures,
from  which  we  received  net  proceeds  of  $270,000.  These debentures accrue
interest  at  5%  per  year and are convertible into shares of common stock at a
conversion  price  equal  to  either 120% of the closing bid price of our common
stock as of December 13, 2001, or 80% of the average of the 3 lowest closing bid
prices  of  our  common  stock  for the 5 trading days immediately preceding the
conversion  date.  These convertible debentures have a term of two years. At the
Company's  option,  these  convertible  debentures  may be paid in cash at a 20%
premium  or  converted into shares of our common stock on the second anniversary
unless  converted  earlier  by  the  holder. The Company paid fees of $30,000 to
Cornell  Capital  Partners, L.P. in connection with this offering and recorded a
discount  in  the amount of $75,000 related to the beneficial conversion feature
which  is  being  amortized  using  the  interest  method  over  the term of the
debentures.

                                        9
<PAGE>

     Between  fiscal  2001  and  fiscal  2002,  the  Company  issued  a total of
$1,000,000  in  convertible  debentures.  In  connection  therewith, the Company
issued  a  total  of  31,428,983 shares of common stock on the conversion of the
debentures,  plus  an  additional 4,000,000 shares of restricted common stock as
part  of the issuance costs associated with placing the debentures. All of these
debentures  were  converted  into  common  stock  before  July  31,  2001.

     In  April 2002, the Company issued $74,000 of convertible debentures. These
debentures  accrue  interest  at  5% per year and are convertible into shares of
common stock at a conversion price equal to 120% of the closing bid price of our
common  stock as of April 5, 2002, or 80% of the average of the 3 lowest closing
bid  prices of our common stock for the 5 trading days immediately preceding the
conversion  date.  These convertible debentures have a term of two years. At the
Company's  option,  these  convertible  debentures  may be paid in cash at a 20%
premium  or  converted into shares of our common stock on the second anniversary
unless  converted  earlier  by  the  holder.

     During  the  year ended April 30, 2002, the Company issued 2,058,439 shares
of  restricted  common stock, subject to Regulation D, under a private placement
in  exchange  for  $99,000  in  cash.

     During  the  year  ended  April  30,  2002,  the  Company issued a total of
8,700,227  shares  of restricted common stock to various individuals in exchange
for  services  valued  at  $589,000.

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

     The  following  information  should  be  read  in  conjunction  with  our
consolidated  financial  statements and the notes thereto appearing elsewhere in
this  filing.

     Certain  statements  within  this Item and throughout this Annual Report on
Form  10-KSB  and  the  documents  incorporated  herein  are  "forward-looking
statements"  as  described  in  the  "safe  harbor"  provision  of  the  Private
Securities  Litigation  Reform Act of 1995. These statements involve a number of
risks  and  uncertainties  and actual results could differ materially from those
projected.

YEARS  ENDED  APRIL  30,  2002  COMPARED  TO  YEAR  ENDED  APRIL  30,  2001

NET  REVENUES

     Net  revenues  increased  from $33,000 for the year ended April 30, 2001 to
$492,000  for  the  year  ended  April 30, 2002.  This increase resulted from an
increase  in  fuel  sales  of  $91,000  plus  the addition of $368,000 in income
generated  from  the  rental of electricity generators.  During fiscal 2002, the
Company  purchased electricity generating equipment for a total of approximately
$1,600,000, which it rented to the University of California at Riverside ("UCR")
on  a  short-term lease which ended December 2001.  At the time, the Company was
pursuing  the  rental of power generation equipment to both augment revenues and
provide an outlet for biodiesel sales.  At the end of rental period, UCR advised
the  Company  that  it  would  not  continue  to  rent nor elect to purchase the
generating  equipment.  The  Company  determined  at that time to dispose of the
generators  and  began  soliciting buyers for the equipment.  On April 30, 2002,
the  Company  recorded  a  permanent impairment on the value of the equipment of
$500,000  to  reflect  the  estimated  current  market  price of the generators.

OPERATING  EXPENSES

     Selling,  General  and  Administrative  expenses  decreased $2,876,000 from
$4,222,000  in  fiscal  2001  to  $2,346,000  in  fiscal  2002. This decrease is
primarily  attributable  to  non-cash compensation of $2,984,000 during the year
ended  April 30, 2001, compared to $1,093,000 for the year ended April 30, 2002.
Also  included  in  operating  expenses  for  the  year ended April 30, 2001 was
amortization  of  goodwill of $466,000, compared to $98,000 in the current year.
Exclusive  of  these  items,  SG&A  increased approximately $379,000 in the year
ended  April  30,  2002  over  the  prior  year, which resulted primarily from a
general  increase  in  operating  costs  associated  with  commencing  revenue
generating  operations  such as selling fuel, moving the Company's headquarters,
travel,  insurance,  etc.

OTHER  INCOME  AND  EXPENSE

     The  Company  incurred other expenses of $1,614,000 in the year ended April
30,  2002,  compared  with  other  income of $77,000 in the year ended April 30,
2001.  This increase resulted primarily from the Company's recognizing a decline
in  asset  value  of $500,000 on electricity generators purchased in fiscal 2002
combined  with  $800,000  in  debt  issuance  costs  associated  with  issuing
convertible  debentures,  and  $146,000  in  offering  costs associated with the
Company's filing of a form SB-2 with the Securities Exchange Commission that was
subsequently  withdrawn.  In the year ended April 30, 2001, the Company recorded
a  gain  of $250,000 on the settlement of a contract dispute which was offset by
$175,000  in  debt  issuance  costs.

                                       10
<PAGE>

NET  LOSS

     As  a  result  of  the  foregoing,  the  Company  recorded  a  net  loss of
$3,577,000,  or  $0.07 per share, compared to a loss of $4,475,000, or $0.47 per
share,  for  the years ended April 30, 2002 and 2001, respectively.  Included in
the  loss  for  the year ended April 30, 2001 is $113,000 in other comprehensive
loss  associated  with an unrealized loss on securities held for sale.  The loss
was  recognized  in  fiscal  2002 and included in Other Income and Expenses.

LIQUIDITY  AND  CAPITAL  RESOURCES

     As  of  June 30, 2002, total cash, cash equivalents and restricted cash was
$20,000,  of  which  approximately  $18,000  was  restricted  as  to withdrawal,
compared  to  $2,000  reported  for  the  same  period  a year earlier.  Working
capital  as  of  April  30,  2002  was negative $1,403,000, compared to negative
$315,000  as  of  April  30, 2001.  The decrease is primarily associated with an
increase  in  accounts payable and accrued expenses, and the reclassification of
the  City  National  Bank  debt obligation of $1,103,000 to current liabilities.

     As  of  April  30,  2002,  the Company was in technical default on its debt
obligation  to  City  National  Bank,  which  resulted  in the classification of
$1,103,000  as  a current liability in the accompanying financial statements. On
July  18,  2002,  the  Company  agreed  to  restructure the debt obligation. The
original  terms  of  the  note  required the Company to pay $33,000 per month in
principal  plus  accrued  interest  at  the  rate of 7.5% per annum. The note is
secured  by  the electricity generators which are listed as assets held for sale
in  the  accompanying  financial statements. Under the terms of the restructure,
the  Company  will  make  interest-only  payments  at  prime plus 0.5%, with the
principal balance due in lump sum on March 15, 2003. If the Company is unable to
make  the  principal  payment,  the  debt  will transfer to a shareholder of the
Company  who  serves  as guarantor on the note. Ownership of the generators will
also  transfer  to  the  guarantor  without  recourse  against  the  Company.

     In  February  2002, the Company entered into a purchase and lease agreement
for the acquisition of a "cardlock" fuel dispensing facility in Phoenix Arizona.
The  agreement  called  for  a cash purchase price of $395,000 for machinery and
equipment, plus a lease commitment of $1,985 per month for 142 months commencing
March,  2002.  The purchase was scheduled to close on March 1, 2002; however, as
of  April  30,  2002  the sale had not been concluded. As of April 30, 2002, the
Company  had paid $40,000 to the seller which has been recorded as "Deposits" in
the accompanying financial statements. Subsequent to April 30, 2002, the Company
paid  an  additional  $10,000  to  extend  the effective date of the transaction
through  June  30, 2002. The Company is currently negotiating to restructure the
obligation.  If  the  Company  is  unable to renegotiate or extend the effective
date,  it  may  lose  both  the  deposit  and  all  subsequent  payments.

     On  March  21,  2002,  the  Company  entered into a Preliminary Engineering
Agreement  with  Lurgi  PSI,  Inc., in which Lurgi was contracted to perform the
preliminary  engineering  on  a  proposed  biodiesel  manufacturing facility the
Company  intends  to  develop.  The Company is obligated to compensate Lurgi for
their  services  in  an  amount not to exceed $795,000 on a "time and materials"
basis.

     In  May 2002, the Company entered into an Escrow Agreement for the purchase
of  approximately seven acres of land in Riverside, California, where it intends
to  construct  a  biodiesel  manufacturing  facility.  The Agreement calls for a
total  purchase  price  of  $673,437,  of  which  the  Company paid $10,000 as a
deposit.  A  second  deposit  of  $90,000 is due at the end of the due diligence
period,  August  1,  2002.  The closing date for the purchase of the land is set
for  September  24,  2002.  If  the  Company  is  unable to close escrow, it may
forfeit  all  monies  deposited.

     The  Company's  financing  activities  are  primarily  limited  to  private
placements  of  the  common  stock  of  the  company,  an  equity line of credit
arrangement  with Cornell Capital Partners, L.P. and the sale of common stock to
the public. As a business development company under Section 54 of the Investment
Act  of  1940, the Company may sell shares of its freely trading common stock up
to $5,000,000 in a twelve month period. Shares sold are exempt from registration
under  Regulation  E of the Securities Act of 1933. The Company anticipates that
its  future  cash  needs  will  be derived from the sale of common stock and the
return  on  its  investments.  Additional  cash  flow will be generated from the
Company's revenue participation from the Coachella plant and the royalty derived
from the FDA subsidy. It is expected that the cash flow to be derived from these
activities  will  be  adequate  to  support  our immediate cash requirements for
operations.

                                       11
<PAGE>

EQUITY  LINE  OF  CREDIT

     On December 5, 2001, the Company entered into an Equity Line of Credit with
Cornell  Capital  Partners,  L.P.  (the  "Investor").  The Equity Line of Credit
Agreement  was  amended and restated as of March 8, 2002. Pursuant to the Equity
Line  of  Credit,  the  Company may, at its discretion, periodically sell to the
Investor  shares  of  common  stock  for  a  total purchase price of up to $10.0
million.  For  each  share  of  common  stock purchased under the Equity Line of
Credit,  the  Investor  will  pay  90%  of  the  lowest closing bid price on the
Over-the-Counter Bulletin Board or other principal market on which the Company's
common stock is traded for the 5 days immediately following the notice date. The
Investor is a private              limited partnership whose business operations
are conducted through its general partner, Yorkville Advisors, LLC. Further, the
Investor  will  retain  5%  of each advance under the Equity Line of Credit as a
transaction  fee.  In  addition,  the Company has issued 4,468,750 shares of our
common stock as a commitment fee, which is recorded as prepaid offering costs in
the  accompanying  Financial  Statements.  The  effectiveness of the sale of the
shares  under  the  Equity  Line  of  Credit  is  conditioned  upon  the Company
registering  the  shares  of  common  stock  with  the  Securities  and Exchange
Commission.  The  costs  associated  with this registration will be borne by the
Company.  In  addition,  the  Company  engaged  Westrock  Advisors,  Inc.,  an
unaffiliated registered broker-dealer to act as the exclusive placement agent in
connection  with the Equity Line of Credit and have issued 100,000 shares of the
Company's  common stock to Westrock Advisors, Inc. pursuant to such arrangement.

     Under  the  Equity  Line  of Credit, the Company is limited to a maximum of
$750,000.00  of  advances  in any 30-day period. All proceeds received under the
Equity  Line  of  Credit  will be used for general working capital purposes, for
meeting the Company's commitments with respect to the acquisition of the Carlock
facility,  the  engineering  agreement  with Lurgi, and the purchase of the 7.73
acres  in  Riverside,  CA,  and  investment  in  the  Agua  Mansa  facility.

COMPREHENSIVE  INCOME  (LOSS)

     During  the  year  ended  April  30,  2001,  the  Company  recognized  a
comprehensive  loss  of $113,000 related to the write down of certain securities
held as an investment.  There were no components of comprehensive income or loss
for  the  year  ended  April  30,  2002.

ITEM  7.  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

     Our  consolidated  financial  statements  appear  beginning  at  page  F-1.

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

     None.
                                    PART III

ITEM  9.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

     Our  directors  and  executive officers and their ages as of July 19, 2002,
are  as  follows:

<TABLE>
<CAPTION>


<S>                     <C>  <C>
NAME . . . . . . . . .  AGE  POSITION
----------------------  ---  -----------------------------------------------
Harrison A. McCoy, III   54  Chief Executive Officer, President and Director
William O. Sheaffer. .   67  Executive Vice President-Sales and Director
Anthony K. Miller. . .   48  Director
</TABLE>



     The following is a brief description of the background of our directors and
executive  officers.

BACKGROUND  INFORMATION

     Harrison  A.  McCoy  III  is  a  former  member  of  the U.S. Army Corps of
Engineers.  After  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  an  extensive  career  in  the  environment/alternative
fuels/engineering/waste  management fields.  From 1988 until 1992, Mr. McCoy was
Executive  Vice  President  of  BLI  International,  a  hazardous  waste cleanup
company.  From  1992  until  1994,  he  was Executive Vice President of Air Duke
Australia,  a  renewable  fuel  development  company.  Most  recently, Mr. McCoy
started  and  managed  Bioenergy  Engineering  and  Technologies  Corporation, a
consulting  company  specializing  in  developing  technology and site plans for
regional  integrated  liquid/solid, urban/industrial waste treatment management.
Mr.  McCoy  joined Southern States Power Company in 1999 and was appointed Chief
Executive  Officer  in  September  2001.

                                       12
<PAGE>

     William  O.  Sheaffer  joined Southern States as Director in 2000, where he
also  serves  as  Executive  Vice  President for Sales, Marketing and Government
Relations.  He  is  a  cum  laude  graduate  of  USC with an MBA from Pepperdine
University.  From  1996  until  1999,  Mr.  Sheaffer served as Vice-President of
Marketing  for  Mirachem,  Co. From 1999 until joining the Company, Mr. Sheaffer
was  Managing  Director  of  the  Safe-Lube  division  of  Gemtek  Products.

     Anthony  K. Miller the sole outside director of the Company. He also serves
as  President  and  a  Director  of  United  States Crude International, Inc., a
publicly  traded  company  located in Loma Linda, California that specializes in
heavy  oil  recovery  through the use of new technologies. Mr. Miller has worked
for  United  States  Crude  International  since  1996.  He  brings  with  him
considerable  experience  in  corporate  management, and knowledge regarding the
operations  and  requirements  imposed  on  publicly  trading  companies.

MEETINGS

     During  the fiscal year ended April 30, 2002, the Board of Directors met on
12 occasions.  Each incumbent Director attended at least 75% of the total number
of  meetings  of  the  Board  of  Directors.

COMPENSATION  OF  DIRECTORS

     We  have  no  standard  arrangement,  pursuant  to  which our Directors are
compensated  or  services  provided as a Director.  Our sole outside Director is
paid  $250,  as  reimbursement  for travel and expenses, for each meeting of the
Board  of  Directors  that he attends.  No additional amounts are payable to our
Directors  for  special  assignments,  if  any.

ITEM  10.  EXECUTIVE  COMPENSATION

     SUMMARY  COMPENSATION TABLE.  The following table sets forth the annual and
long-term compensation for services in all capacities for the fiscal years ended
April  30,  2002  and  2001  paid  to  Harrison A. McCoy, III, our current Chief
Executive  Officer.  No other executive officers received compensation exceeding
$100,000  during  the  fiscal  year  ended  April  30,  2002.

<TABLE>
<CAPTION>


<S>                           <C>              <C>                      <C>                    <C>          <C>
                                               SUMMARY COMPENSATION TABLE

                              ANNUAL COMPENSATION                      LONG TERM COMPENSATION
                              -------------------                     -----------------------
                                                                                 AWARDS
                                                                              -----------
                                                                  OTHER        RESTRICTED     SECURITIES
                                                                  ANNUAL         STOCK        UNDERLYING      ALL OTHER
NAME AND PRINCIPAL POSITION.         YEAR     SALARY   BONUS   COMPENSATION     AWARD(S)        OPTIONS     COMPENSATION
----------------------------        ------   -------  -------  ------------   -----------     ----------    ------------

Harrison A. McCoy, III               2002   $ 97,000  $   --   $ 112,000 (2)      --           2,325,000         --
  Chief Executive Officer(1)         2001     90,000      --         13,500       --                  --         --

</TABLE>
_________________
(1)     Mr. McCoy became Chief Executive Officer of Southern States effective as
        of  September  1,  2001.
(2)     Amount  includes 1 million shares of preferred stock issued to Mr. McCoy
        as  a director of the Company.  Each preferred share is entitled to ten
        votes on all  shareholder matters  and  is convertible into common stock
        on a 1:1  basis. Also  includes  the  value  of  vested  options  issued
        below  market  price.

                                       13
<PAGE>

     The following table sets forth certain information concerning the number of
individual  grants  of  stock  options made during the last completed during the
fiscal  year  ended  April  30,  2002  to  each of the named executive officers:

                  AGGREGATED OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>


<S>                     <C>                                    <C>



                              NUMBER OF
NAME                    SECURITIES UNDERLYING   % OF TOTAL OPTIONS GRANTED
                           OPTIONS GRANTED      TO EMPLOYEES IN FISCAL YEAR     EXERCISE PRICE     EXPRIATION DATE
----------------------  ----------------------  ----------------------------   ----------------    ---------------
Harrison A. McCoy, III       325,000                     2.3%                       $0.001          April 1, 2004
                           2,000,000                    14.3%                        $0.01         August 1, 2004
                        ____________________________________________________
Total                      2,325,000                    16.6%

</TABLE>

     The  following  table  sets forth certain information concerning the number
and  value  of securities underlying exercisable and unexercisable stock options
as  of  the fiscal year ended April 30, 2002 for named officers of  the Company.
Aggregated  Option  Exercises  In  Last  Fiscal  Year  And  Fiscal
Year-End  Option  Values

<TABLE>
<CAPTION>


<S>                     <C>          <C>        <C>                        <C>                           <C>
                                                   NUMBER OF SECURITIES
                        NUMBER OF                 UNDERLYING UNEXERCISED          VALUE OF UNEXERCISED
                         SHARES                          OPTIONS AT             IN-THE-MONEY OPTIONS AT
                       ACQUIRED ON     VALUE           APRIL 30, 2002               APRIL 30, 2002
NAME . . . . . . . . .   EXERCISE     REALIZED   EXERCISABLE/UNEXERCISABLE    EXERCISABLE/UNEXERCISABLE(1)
---------------------- -----------   ---------   -------------------------    ----------------------------
Harrison A. McCoy, III   325,000      $ 10,000   Exercisable       850,000    Exercisable      $119,000.00
                                                 Unexercisable   1,650,000    Unexercisable    $231,000.00
</TABLE>

(1)     The  value  of  unexercised  in-the-money  options at fiscal year end is
        calculated  using the last sale price of $0.14 per share as of April 30,
        2002, the last trading day of fiscal year 2001, as  reported on the  OTC
        Bulletin Board.

EMPLOYMENT  AGREEMENTS

     Employment  agreements  were  entered  into  between  Lawrence  W. Taggart,
Harrison A. McCoy III, and William O. Sheaffer and the company on March 14, 2001
reflecting  the  fiscal  salary  shown  in the table above for Mr. McCoy.  These
agreements  also reflect terms of three (3) years for each named officer, with a
severance  scale  equal  to  one  month  compensation for each month employed or
working  for  the  Company,  up  to  a maximum of 24 months, for any involuntary
termination  without  cause.

INDEMNIFICATION

     As  permitted by the provisions of the General Corporation Law of the State
of  Delaware  (the  "Delaware Code"), the Company has the power to indemnify any
                     -------------
person  who  was  or  is  a  party  or  is  threatened to be made a party to any
threatened,  pending  or  completed  action,  suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that the person
is  or  was  a  director,  officer, employee or agent of the corporation if such
officer  or  director acted in good faith and in a manner reasonably believed to
be  in  or not opposed to the best interest of Southern States.  Any such person
may be indemnified against expenses, including attorneys' fees, judgments, fines
and  settlements  in  defense  of  any action, suit or proceeding.  Further, the
Delaware Code permits a corporation to purchase and maintain liability insurance
on behalf of its officers, directors, employees and agents. The Company does not
maintain  such  liability  insurance.

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  SECURITIES  ACT  OF  1934

     Section 16(a) of the Securities Exchange Act of 1934 requires directors and
executive  officers,  and persons who own more than 10% of a registered class of
our  equity  securities  to  file  with  the  Securities and Exchange commission
initial reports of ownership and reports of changes in ownership of Common Stock
and  other  of  our equity securities.  Officers, directors and greater than 10%
shareholders  are required by SEC regulations to furnish the Company with copies
of  all  Section  16(a)  forms  they  file.

                                       14
<PAGE>

     The  Company  is not aware of any instances since January 1, 2000, where an
executive officer, director or owner of more than ten percent of the outstanding
shares  of  our  common  stock  failed  to comply with reporting requirements of
Section  16(a)  of  the  Securities  Exchange  Act  of  1934  other  than:

     The  Company  has  been informed by Harrison A. McCoy, III, Chief Executive
Officer  and  Chairman of the Board, that his Form 3 was untimely filed on April
12,  2002.

     The  Company has been informed by Lawrence W. Taggart, former President and
Director  of  our Company, that his Form 3 was untimely filed on April 12, 2002.

     The  Company has been informed by William O. Sheaffer, Vice President-Sales
and  a  Director  of  our  Company,  that  a  Form  4  has  not  been  filed.

     The  Company  has  been  informed  by  Anthony K. Miller, a Director of our
Company,  that  his  Form  3  was  untimely  filed  on  April  22,  2002.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

     The  following  table  sets  forth  certain  information  with  respect  to
beneficial  ownership  of  the Company's common stock as of July 19, 2002, as to
(i)  each person (or group of affiliated persons) known to own beneficially more
than  5%  of the Company's outstanding common stock, (ii) each of its directors,
(iii)  each  of  its  executive  officers,  and (iv) all directors and executive
officers  of  the  Company  as  a  group.

     For  the  purpose  of  this  table,  beneficial  ownership is determined in
accordance  with the rules of the Securities and Exchange Commission. The number
of shares beneficially owned by a person includes shares of common stock subject
to  options  held  by  that person that are currently exercisable or exercisable
within  60  days  of July 19, 2002. Shares issuable pursuant to such options are
deemed  outstanding for computing the percentage ownership of the person holding
such  options,  but are not deemed outstanding for the purposes of computing the
percentage  ownership  of  each  other  person.

<TABLE>
<CAPTION>


<S>                                       <C>              <C>            <C>
                                                           SHARES
                                                           BENEFICIALLY   PERCENT
NAME AND ADDRESS                          TITLE OF CLASS   OWNED          OF CLASS(1)
----------------------------------------  --------------  -------------  ------------
Lawrence W. Taggart(2)
1521 Kimberly Woods Dr.
El Cajon, California 92020 . . . . . . .  Common Stock      4,931,500(3)         7.2%

Harrison A. McCoy, III
3400 Inland Empire Boulevard, Suite 101.  Common Stock      4,125,000(4)         6.1%
Ontario, California  91764 . . . . . . .  Preferred Stock     1,000,000        33.33%

William O. Sheaffer
3400 Inland Empire Boulevard, Suite 101.  Common Stock      2,416,000(5)         3.5%
Ontario, California  91764 . . . . . . .  Preferred Stock     1,000,000        33.33%

Anthony K. Miller
3400 Inland Empire Boulevard, Suite 101.  Common Stock      1,500,000(6)         2.2%
Ontario, California  91764 . . . . . . .  Preferred Stock     1,000,000        33.33%

All officers and directors as a group. .  Common Stock       12,972,500         19.0%
(4 persons). . . . . . . . . . . . . . .  Preferred Stock     3,000,000       100.00%
</TABLE>

____________________
*       Less  than  1%.

(1)     Applicable  percentage  of  ownership  is  based on 68,116,659 shares of
        common  stock  outstanding as of July 19, 2002, together with applicable
        options for each shareholder.  Beneficial  ownership  is  determined  in
        accordance  with the rules of the Securities and Exchange Commission and
        generally  includes  voting  or  investment  power  with  respect  to
        securities. Shares of common stock subject to options that are currently
        exercisable or exercisable within 60 days of July 19, 2002 are deemed to
        be beneficially owned by the person holding such options for the purpose
        of computing the percentage of ownership of such  person,  but  are  not
        treated  as  outstanding  for  the  purpose  of computing the percentage
        ownership of any  other  person.

(2)     Mr.  Taggart  resigned  as  President  and a Director of Southern States
        effective  as  of  September  1,  2001.

(3)     Includes  2,500,000  shares  of  common stock held of record by Covenant
        Trust,  which Mr. Taggart is deemed the beneficial owner.  Also includes
        options to purchase 250,000  shares of common stock at an exercise price
        of $0.001 per share.

(4)     Includes  options  to  purchase  250,000  shares  of  common stock at an
        exercise  price  of  $0.001  per  share.

(5)     Includes  options  to  purchase  250,000  shares  of  common stock at an
        exercise  price  of  $0.001  per  share.

(6)     Consists  entirely  of  options to purchase shares of common stock at an
        exercise  price  of  $0.001  per  share.

                                       15
<PAGE>

     To  the  knowledge  of our management, there are no present arrangements or
pledges of securities of our Company, which may result in a change in control of
our  Company.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     We believe that all prior related party transactions have been entered into
upon  terms  no  less  favorable  to  us  than those that could be obtained from
unaffiliated  third  parties.  Our reasonable belief of fair value is based upon
proximate  similar  transactions  with  third  parties or attempts to obtain the
consideration from third parties.  All ongoing and future transactions with such
persons,  including  any loans or compensation to such persons, will be approved
by  a  majority  of  disinterested  members  of  the  Board  of  Directors.

     On  May  10,  2001,  in connection with the Company's convertible debenture
transaction  completed  in  July  2001,  the  Company issued 4 million shares of
restricted  common  stock  to  Green  Aero  Energy,  Ltd.,  who  facilitated the
debenture  transaction.  As  part  of the transaction, the Company received from
Green  Aero  a  license  to  certain  wind-energy technology in development. The
Company  ascribed  no  value  to  this  technology  and  recorded  the  value of
restricted stock given up as debt issuance costs at the time of issuance. At the
time of this transaction, Anthony K. Miller, one of the Company's directors, was
also  a  director  of  Green  Aero.  Mr. Miller abstained from all board matters
concerning  the  transaction.

ITEM  13.  EXHIBITS  AND  FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     (a)(1)(2)  FINANCIAL  STATEMENTS.  See  index  to consolidated financial
                statements  and  supporting  schedules.

     (a)(3)     EXHIBITS.

     The  following  exhibits  are  filed  as  part  of  this  statement:

     The  exhibits listed below are required by Item 601 of Regulation S-B. Each
management  contract or compensatory plan or arrangement required to be filed as
an  exhibit  to  this  Form  10-KSB  has  been  identified.

<TABLE>
<CAPTION>
<S>              <C>                                           <C>

EXHIBIT  NO.     DESCRIPTION                                   LOCATION
------------     -------------------------------------         ---------------------------------
2.01             Share  Exchange Agreement and Plan of         Incorporated by reference to Exhibit 2
                 Reorganization dated May 29, 1998             to the Registrant's Current Report on
                 between  Pascal Ventures, Inc. and            Form 8-K, filed March 31, 1998
                 Southern States

2.02             Plan  of Merger, dated April 11, 2001,        Incorporated by reference to Exhibit 2
                 between Power Acquisition Corp., and          to the Registrant's Current Report on
                 Southern  States                              Form 8-K, filed May 10, 2001

3.01             Certificate  of  Incorporation                Incorporated by reference to Exhibit 3.1
                                                               to the Registrant's Registration Statement
                                                               on Form 10-SB, filed on July 2, 1997

3.02             Certificate of Amendment of Certificate       Incorporated by reference to Exhibit 3.3
                 of  Incorporation                             to the Registrant's Quarterly Report on
                                                               Form 10-KSB, filed October 1, 1999

3.03             Certificate of Amendment of Certificate       Attached to the Registrant's Information
                 of Incorporation                              Statement on Schedule 14C, filed on June
                                                               19, 2001

3.04             Bylaws                                        Incorporated by reference to Exhibit 3.2
                                                               to the Registrant's Form 10-SB, filed on
                                                               July 2, 1997

                                       16
<PAGE>

10.02            Employment Agreement dated March 14, 2001     Incorporated by reference to Exhibit 10.1
                 between Southern States and Harrison  A.      to the Registrant's First Amendment to
                 McCoy,  III                                   Registration Statement on Form 10-KSB, filed
                                                               on January 9, 2002

10.03            Employment Agreement dated March 14, 2001     Incorporated by reference to Exhibit 10.3
                 between Southern States and William O.        to Southern States' First Amendment to Form
                 Sheaffer                                      10-KSB, filed on January 9, 2002

10.04            Technology Transfer Agreement, dated          Incorporated by reference to Exhibit 10.1
                 April 9, 2001, between Green Aero             to the Registrant's Registration Statement
                 Technology, Inc. and Power Acquisition        on Form 8-K, filed on May 10, 2001
                 Corp.

10.05            Agreement  dated  March  30,  2001 between    Incorporated by reference to Exhibit 10.2
                 Southern States and Edward Taxin              to the Registrant's Registration Statement
                                                               on Form S-8, filed on April 18, 2001

10.06            Agreement dated April 2001 between Southern   Incorporated by reference to Exhibit 10.1
                 States and Thomas Meeks                       to the Registrant's Registration Statement
                                                               on Form S-8, filed June 12, 2001

10.07            Consulting Agreement, dated  March 15,        Incorporated by reference to Exhibit 10.1
                 2001, between Southern States and             to the Registrant's Registration Statement
                 Anthony  Sklar                                on Form S-8, filed on June 12, 2001

10.08            Employment and Fee Agreement with             Incorporated by reference to Exhibit 10.3
                 Richard P. Greene, P.A., dated April 10,      to the Registrant's Registration Statement
                 2001                                          on Form S-8, filed on April 18, 2001

10.09            Agreement  dated  May  2001  between          Incorporated by reference to Exhibit 10.2
                 Southern States and Bill Trawick              to the Registrant's Registration Statement
                                                               on Form S-8, filed on June 12, 2001

10.10            Fee Agreement dated May 2001 between          Incorporated by reference to Exhibit 10.3
                 Southern States and Eileen Booth              to the Registrant's Registration Statement
                                                               on Form S-8, filed on June 12, 2001

10.11            Memorandum of Understanding and               Incorporated by reference to Exhibit 99.2
                 Modification Agreement, dated September 1,    to the Registrant's Current Report on Form
                 2001, between Lawrence W. Taggart and         8-K, filed on September 12, 2001
                 Southern  States

10.12            Securities Purchase Agreement, dated          Incorporated by reference to Exhibit 10.1
                 December 13,  2001,  between Southern         to Southern States' Form 10-QSB, filed on
                 States and Cornell Capital Partners, L.P.     March 18, 2002

10.13            Investor  Registration  Rights  Agreement,    Incorporated by reference to Exhibit 10.2
                 dated December 13, 2001, between Southern     to Southern States' Form 10-QSB, filed on
                 States and Cornell Capital Partners, L.P.     March 18, 2002

10.14            Escrow Agreement, dated December 13, 2001,    Incorporated by reference to Exhibit 10.3
                 between Southern States, Cornell  Capital     to Southern States' Form 10-QSB, filed on
                 Partners,  L.P.,  Butler Gonzalez LLP and     March 18, 2002
                 First Union National Bank

10.15            Transfer Agent Instructions, dated            Incorporated by reference to Exhibit 10.4
                 December 13, 2001, between Southern States,   to Southern States' Form 10-QSB, filed on
                 Cornell Capital Partners, L.P., and Stock     March 18, 2002
                 Transfer Agency of Lake Tahoe, Inc.
                                       17
<PAGE>

10.16            Form of Convertible Debenture                 Incorporated by reference to Exhibit 10.5
                                                               to Southern States' Form 10-QSB, filed on
                                                               March 18, 2002

10.17            Warrant  to  Purchase Common Stock,           Incorporated by reference to Exhibit 10.6
                 dated December 13, 2001, issued by            to Southern States' Form 10-QSB, filed on
                 Southern States to Cornell Capital            March 18, 2002
                 Partners, L.P.

10.18            Equity Line of Credit Agreement,              Incorporated by reference to Exhibit 10.7
                 dated December 13, 2001, between              to the Registrant's Quarterly Report on
                 Southern States and Cornell Capital           Form 10-QSB, filed on March 18, 2002
                 Partners, L.P.

10.19            Registration Rights Agreement, dated          Incorporated by reference to Exhibit 10.9
                 December 13, 2001, between Southern           to the Registrant's Quarterly Report on
                 States and Cornell Capital Partners,          Form 10-QSB, filed on March 18, 2002
                 L.P.

10.20            Escrow Agreement, dated December 13,          Incorporated by reference to Exhibit 10.10
                 2001, between Southern States and             to the Registrant's Quarterly Report on Form
                 Cornell Capital Partners, L.P.                10-QSB, filed on March 18, 2002

10.21            Amendment to the Equity Line of Credit        Incorporated by reference to Exhibit 10.8
                 Agreement, dated March 8, 2002,               to the Registrant's Quarterly Report on
                 between Southern  States and Cornell          Form 10-QSB, filed on March 18, 2002
                 Capital Partners, L.P.

10.22            Loan  Agreement, dated January 24,            Incorporated by reference to Exhibit 10.22
                 2000, between Southern States and             to the Registrant's Registration Statement
                 NOPEC Corporation                             on Form SB-2, filed on April 22, 2002

10.23            Licensing  Agreement,  dated                  Incorporated by reference to Exhibit 10.22
                 September 14, 2000, between Southern          to the Registrant's Registration Statement
                 States and  ANUVU Incorporated                on Form SB-2, filed on April 22, 2002

10.24            Preliminary Engineering Agreement,            Incorporated by reference to Exhibit 10.22
                 dated March 21, 2002, between Southern        to the Registrant's Registration Statement
                 States and  Lurgi  PSI, Inc.                  on Form SB-2, filed on April 22, 2002

99.1             Certification pursuant to 18 U.S.C.           Provided herein
                 Section 1350, as adopted pursuant to
                 Section 906 of the Sarbanes-Oxley Act
                 of 2002.

99.2             Certification pursuant to 18 U.S.C.           Provided herein
                 Section 1350, as adopted pursuant to
                 Section 906 of the Sarbanes-Oxley Act
                 of 2002.

</TABLE>

(b)     REPORTS  ON  FORM  8-K.

        None.

                                       18
<PAGE>
                                   SIGNATURES

     Pursuant  to  the  requirements  of  Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its  behalf  by  the  undersigned,  thereto  duly  authorized.



Date:  July  22,  2002                      SOUTHERN  STATES  POWER  CORPORATION


                                            By:  /s/ Harrison  A.  McCoy,  III
                                                ------------------------------
                                                Harrison  A.  McCoy,  III
                                                Chief  Executive  Officer

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by  the  following  persons  on  behalf of the
registrant  and  in  the  capacities  and  on  the  dates  indicated.

<TABLE>
<CAPTION>


<S>                        <C>                                              <C>
SIGNATURE . . . . . . . .  TITLE                                            DATE
-------------------------  -----------------------------------------------  -------------

/s/Harrison A. McCoy, III
-------------------------
Harrison A. McCoy, III. .  President, Chief Executive Officer and Director  July 22, 2002


/s/ William O. Sheaffer
-------------------------
William O. Sheaffer . . .  Executive Vice President and Director            July 22, 2002


/s/Anthony Miller
-------------------------
Anthony Miller. . . . . .  Director                                         July 22, 2002
</TABLE>

                                       19
<PAGE>

                       SOUTHERN STATES POWER COMPANY, INC.

                          INDEX TO FINANCIAL STATEMENTS

     The  following  financial statements of Southern States Power Company, Inc.
are  included  in  Item  7:

          PAGE

Financial  Statements:

     Report  of  Independent  Auditors                                    F-2

     Balance  Sheet  at  April  30,  2002                                 F-3

     Statements  of  Operations  for  each
     of  the  two  years  in  the  period
     ended  April  30,  2002                                              F-4

     Statements  of  Stockholders'  Deficit
     for  each  of the  two  years  in  the
     period  ended  April  30,  2002                                      F-5

     Statements  of  Cash  Flows  for  each
     of  the  two  years  in  the period
     ended  April  30,  2002                                              F-6

     Notes  to  Financial  Statements     F-7


                                      F-1
<PAGE>

     REPORT  OF  INDEPENDENT  AUDITORS


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


We have audited the accompanying balance sheet of Southern States Power Company,
Inc.  as  of  April  30,  2002,  and  the  related  statements  of  operations,
stockholders'  equity  (deficit)  and  cash  flows for the two years then ended.
These  financial  statements are the responsibility of the Company's management.
Our  responsibility is to express an opinion on these financial statements based
on  our  audits.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all  material respects, the financial position of Southern States Power Company,
Inc.  as of April 30, 2002, and the results of its operations and its cash flows
for  the two years then ended in conformity with accounting principles generally
accepted  in  the  United  States  of  America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will continue as a going concern. As shown in the financial statements,
the  Company  has  incurred  net losses from operations, has negative cash flows
from  operations,  and its current liabilities exceeds its current assets. These
factors  raise  substantial  doubt  about the Company's ability to continue as a
going  concern. Management's plans in regard to these matters are also described
in  Note  2.  The financial statements do not include any adjustments that might
result  from  the  outcome  of  this  uncertainty.



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

Santa  Monica,  California
July  10,  2002

                                      F-2
<PAGE>

                       SOUTHERN STATES POWER COMPANY, INC.
                                  BALANCE SHEET


                                     ASSETS

                                                                 April 30, 2002
                                                                 ______________
Current assets:

  Cash and cash equivalents (Note 2)                             $      20,000
  Trade accounts receivable, net of allowance,
    for doubtful accounts of $19,000                                    20,000
  Receivable from Related Parties (Note 10)                             25,000
                                                                 --------------
          Total current assets                                   $      65,000

Property and equipment, net (Note 3)                                    67,000
Assets held for sale, net (Note 2)                                     943,000
Deposits (Note 9)                                                       40,000
                                                                 --------------



                    LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable                                               $     145,000
  Accrued expenses                                                     120,000
  Loan payable (Note 4)                                              1,203,000
                                                                 --------------
          Total current liabilities                              $   1,468,000

Convertible Debentures (Note 5)                                        312,000
                                                                 --------------
Commitments and Contingencies (Note 9)

Total Liabilities                                                    1,780,000
                                                                 --------------

Stockholders' deficit (Note 8):
  Preferred stock- $.001 par value;25,000,000
    shares authorized, 3,000,000 shares issued
    and outstanding                                                      3,000
  Common stock- $0.001 par value;250,000,000
    shares authorized, 61,311,563 shares issued
    and outstanding                                                     61,000
  Capital in excess of par value                                    14,458,000
  Accumulated deficit                                              (15,187,000)
                                                                 --------------
  Total stockholders' deficit                                         (665,000)
                                                                 --------------

                                                                 $   1,115,000
                                                                 ==============

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


                      See Notes to Financial Statements.


                                      F-3
<PAGE>

<TABLE>

                       SOUTHERN STATES POWER COMPANY, INC.
                          STATEMENTS OF OPERATIONS AND
                               COMPREHENSIVE LOSS




<CAPTION>
                                                            For The Year Ended April

                                                              2002            2001
                                                         --------------  --------------
<S>                                                      <C>             <C>
Net revenues                                             $      492,000  $       33,000
Cost of goods sold                                              102,000          46,000
                                                         --------------  --------------

Gross profit                                                    390,000        (13,000)
                                                         --------------  --------------

Selling, general and administrative expenses                  2,346,000       4,222,000
Research and development expenses                                 7,000         204,000
                                                         --------------  --------------


Loss from operations                                         (1,963,000)     (4,439,000)


Other income (expense):
  Offering costs (Note 8)                                      (146,000)             --
  Interest and dividend income                                    7,000           2,000
  Interest expense and debt issuance costs
    (Notes 4 and 5)                                            (901,000)       (175,000)
  Other (loss) income (Notes 2, 6 and 9)                       (574,000)        250,000
                                                         --------------  --------------

Net loss                                                 $   (3,557,000) $   (4,362,000)


Other comprehensive income (loss)-
  Unrealized loss on marketable securities                           --        (113,000)
                                                         --------------  --------------

Comprehensive loss                                       $   (3,557,000) $   (4,475,000)
                                                         ==============  ==============
Basic and diluted net loss per shares                    $        (0.07) $        (0.46)
                                                         ==============  ==============
Basic and dilutive weighted average
  common shares outstanding                                  48,074,964       9,567,119
                                                         ==============  ==============

</TABLE>



                                  See Notes to Financial Statements.



                                      F-4
<PAGE>

<TABLE>

                       SOUTHERN STATES POWER COMPANY, INC.
                       STATEMENTS OF STOCKHOLDERS' DEFICIT



<CAPTION>
<S>                                 <C>               <C>                 <C>          <C>             <C>              <C>
                                    Common stock      Preferred Stock     Capital in                   Accumulated
                                    ------------      ---------------     Excess of    Accumulated    Comprehensive
                                 Shares    Amount     Shares   Amount     Par value      Deficit          Loss           Loss

Balance at April
30, 2000                       8,730,919  $ 9,000        --        --    $8,114,000    $(7,248,000)     $(113,000)      $762,000

Stock options
granted below
market below                                                              2,899,000                                    2,899,000

Net loss for the
year                                                                                    (4,362,000)                   (4,362,000)

Debt issuance
costs and value
of beneficial
conversion                                                                  174,000                                      174,000

Shares issued on
conversion of
debentures                     1,120,694    1,000                           173,000                                      174,000

Shares issued for
services                         409,520       --                            85,000                                       85,000

Exercise of stock
options                        6,797,800    7,000                           160,000                                      167,000

Shares received
in settlement with
contractors                   (1,400,000)  (1,000)                          (24,000)                                     (25,000)
                              -----------  -------  --------- ---------- -----------  ------------    ------------      --------
Balance at April
30, 2001                      15,658,933  $16,000        --        --   $11,581,000   $(11,610,000)     $(113,000)     $(126,000)

Permanent decline in value
of securities held for
sale                                                                                                      113,000        113,000

Net loss for the
year                                                                                    (3,577,000)                   (3,557,000)

Exercise of stock
options                        1,549,700    1,000                                                                          1,000

Debt issuance
costs and value
of beneficial
conversion                     4,000,000    4,000                           871,000                                      875,000

Shares issued in
private placement              2,058,439    2,000                            97,000                                       99,000

Stock options
granted below
market value                                                                504,000                                      504,000

Shares received
in settlement with
contactors                      (964,025) (12,000)                          (13,000)                                     (25,000)

Shares issued for
services                       8,700,227    9,000    3,000,000   3,000      589,000                                      601,000

Shares issued on
conversion of
debentures                    30,308,289  41,000                            829,000                                      870,000
                              ----------- --------  --------- ---------- -----------  ------------    ------------      --------
Balance at April
30, 2002                      61,311,563 $61,000     3,000,000  $3,000  $14,458,000   $(15,187,000)    $        -      $(665,000)
                              =========== ========  ========= ========== ===========  ============    ============      ========
</TABLE>


                                       See Notes to Financial Statements.




                                      F-5
<PAGE>

<TABLE>
                       SOUTHERN STATES POWER COMPANY, INC.

                            STATEMENTS OF CASH FLOWS



<CAPTION>
                                                             For The Year Ended  April 30,
                                                                 2002           2001
                                                            --------------  --------------
<S>                                                        <C>             <C>
Cash flows provided from operating activities:
  Net loss                                                 $   (3,577,000) $   (4,363,000)
                                                           --------------  --------------
  Adjustments to reconcile net loss to net cash
   provided by (used for) operating
    activities:
      Depreciation and amortization                               240,000         470,000
      Value of stock options issued below fair value              504,000       2,899,000
      Value of stock issued for services                          601,000          85,000
      Debt issuance costs and value of beneficial conversion      888,000         174,000
      Permanent decline in fixed asset value                      500,000
      Loss on sale of securities held for sale                    113,000
      Gain on sale of fixed assets                                 40,000
      Increase in allowance for doubtful accounts                  19,000          54,000
  Changes in operating assets and liabilities:
    (Increase) decrease in trade accounts receivable              (40,000)         28,000
    Decrease in prepaid expenses and other current assets           9,000           2,000
    Increase in accounts payable                                  110,000         136,000
    Decrease in accrued expenses                                 (108,000)
                                                                 ---------       ---------
    Net cash used in operating activities                        (701,000)       (515,000)
                                                                 ---------       ---------

  Cash flows from investing activities:
    Capital expenditures                                       (1,556,000)        (61,000)
    Issuance of notes receivable                                  (25,000)        255,000
    Deposits                                                      (40,000)
                                                                 ---------       ---------
       Net cash (used in) provided by investing activities     (1,621,000)        194,000
                                                                 ---------       ---------

  Cash flows from financing activities:
    Proceeds from exercise of stock options                         1,000         160,000
    Issuance of convertible debentures                          1,165,000         174,000
    Short term borrowings                                          67,000          51,000
    Proceeds from commercial debt                               1,033,000
    Redemption of stock                                           (25,000)        (25,000)
    Stock subscriptions receivable                                                (38,000)
    Proceeds from private placement                                99,000
                                                                 ---------       ---------
    Net cash provided by financing activities                   2,340,000         322,000
                                                                 ---------       ---------

  Net increase in cash and cash equivalents                        18,000           1,000
                                                                 ---------       ---------

  Cash and cash equivalents at beginning of year                    2,000           1,000
                                                                 ---------       ---------
  Cash and cash equivalents at end of year                      $  20,000       $   2,000
                                                                 =========       =========

  SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESSTING
  AND FINANCING TRANSACTIONS:
    Common stock issued conversion of debentures                $ 870,000       $ 174,000
                                                                ==========      ==========

  SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
    Interest paid                                               $  88,000               -
                                                                ==========      ==========
</TABLE>


                               See Notes to Financial Statements.
                                      F-6
<PAGE>


                       SOUTHERN STATES POWER COMPANY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                       YEARS ENDED APRIL 30, 2002 AND 2001

NOTE  1.          THE  COMPANY

     Southern States Power Company ("the Company" or "Southern States") utilizes
agricultural products and "yellow grease" reclamation by-products to produce and
distribute  bio-diesel fuels. The Company distributes bio-diesel fuels under the
name  OxEG B-60, and is in the process of constructing a manufacturing plant for
the  large  scale  production  of  this  fuel. Subsequent to April 30, 2002, the
Company elected to be regulated pursuant to Section 54 of the Investment Company
Act  of  1940. The Company intends to focus its investments in companies engaged
in the production, sale and distribution of biodiesel fuel and other alternative
energy  solutions.  Biodiesel is a diesel fuel made from a vegetable oil, rather
than  petrochemical  oil,  and  is  officially  designated  by  the  EPA  as  an
alternative  fuel under the Energy Policy Act. Biodiesel is a unique alternative
fuel  because  it  can  be  used  in  diesel  engines  without  any  change  or
modifications  to  the  engines, vehicles, or ground fueling equipment. Prior to
making  the  election  to be a business development company, Southern States was
actively  involved in the manufacture and distribution of biodiesel. The Company
is  headquartered  in  Southern  California.

NOTE  2.          SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     BASIS  OF  PRESENTATION

     The  Company's  consolidated  financial  statements  are prepared using the
generally  accepted  accounting  principles applicable to a going concern, which
contemplates  the  realization  of  assets and liquidation of liabilities in the
normal  course  of  business. The Company has no material source of revenues and
has  sustained  significant  losses  from  operations.  Without  realization  of
additional  capital, it would be unlikely for the Company to continue as a going
concern.  This  factor  raises  substantial doubt about the Company's ability to
continue  as  a  going  concern.  Management  recognizes  that  the Company must
generate  additional  resources to enable it to continue operations. The Company
expects  to  begin recognizing revenue from royalties generated at the Coachella
facility (see Note 6, below) during fiscal 2003. Management's plans also include
the  sale  of  additional  equity securities and the investment of monies raised
into  developing companies that are expected to generate returns to the Company.
However,  no  assurance  can  be  given  that  the Company will be successful in
raising  additional  capital, or that any investments made will be successful or
generate  returns.  Further,  there  can  be  no assurance, assuming the Company
successfully  raises  additional  equity,  that  the  Company  will  achieve
profitability or positive cash flow. If management is unable to raise additional
capital  and  expected significant revenues do not result in positive cash flow,
the  Company  will  not  be  able to meet its obligations and will have to cease
operations.

     RECLASSIFICATIONS

     Certain prior year items have been reclassified to conform with the current
year  presentation.

     REVENUE  RECOGNITION

     The  Company  recognizes  revenues  on  fuel sales at the time of delivery.
Royalty  and  revenue sharing revenues generated from the Company's license with
IWP (See Note 6 below) are recognized when payment is received since the Company
does  not  have a method in place to track the generation of such revenues at an
earlier  time.

     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.

     DEPRECIATION  AND  AMORTIZATION

     Depreciation  of  property  and  equipment is calculated on a straight-line
basis  over  the  estimated useful lives of the assets ranging from three to ten
years.  Leasehold  improvements  are amortized on a straight-line basis over the
lesser  of  the  useful lives or the term of the lease.

                                      F-7
<PAGE>

     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,  2002,  the  Company  purchased  three
generators  for  an  aggregate purchase price of approximately $1,600,000. These
generators  were  then rented to a customer for power generation using biodiesel
fuels.  During  the year ended April 30, 2002, the customer ceased operating the
generators  and  terminated  the rental agreement. The Company has determined to
sell  the  equipment and cease all power generation activities in order to focus
on  the  sale  of  biodiesel  fuels.  Accordingly,  the generators are listed as
"assets  held  for  sale" in the accompanying financial statements and a loss of
$500,000  was  recorded  in  "Other  (loss) income" to reflect the impairment in
asset  value.  The  Company recorded total revenues of $368,000 on the rental of
the  generators  which  is included in Net Revenues for the year ended April 30,
2002.  These  revenues  are not expected to be recurring unless another customer
for  the  generators  is  located.

     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. 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 $113,000 for the year ended April 30, 2001.
During  fiscal  2002,  the  Company determined that the loss was permanent and ,
accordingly,  the  loss  has  been  included  in  "Other  loss  (income)."

     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.

     NET  LOSS  PER  SHARE

     Common  stock  equivalents  (approximately  4.6 million exercisable shares)
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 statement, the Company expects to continue to account
for  stock-based  compensation  in  accordance  with Accounting Principles Board
Opinion  No.  25,  Accounting  for  Stock  Issued  to  Employees, with pro-forma
disclosure  regarding  net  income  and  earnings per share under the fair value
method.

<PAGE>

     CASH  AND  CASH  EQUIVALENTS

     Cash  in  excess  of  requirements  is  principally  invested in short-term
corporate  and  government  obligations,  money market funds and certificates of
deposit  with a remaining maturity of three months or less. Such investments are
deemed  to  be  cash  equivalents.

     FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

     Statement  of  Financial  Accounting  Standards No. 107, "Disclosures About
Fair  Value  of  Financial  Instruments,"  requires  that  the  Company disclose
estimated  fair values for its financial instruments, none of which are held for
trading.  The  carrying  amount  of  cash and cash equivalents approximates fair
value  because  their maturity is generally less than three months. The carrying
amount  of  accounts  receivable,  accounts  payable  and  accrued  liabilities
approximates  fair  value.

     NEW  ACCOUNTING  PRONOUNCEMENTS

     In  June 2001, the FASB issued SFAS No. 141, "Business Combinations."  SFAS
No.  141  supersedes Accounting Principle Board ("APB") No. 16 and requires that
any  business  combinations  initiated after June 30, 2001 be accounted for as a
purchase;  therefore,  eliminating the pooling-of-interest method defined in APB
16.  The  adoption  did  not  have  a material impact on the Company's financial
position or results of operations since the Company has not participated in such
activities  covered  under  this  pronouncement.

     In  June  2001,  the  FASB  issued  SFAS  No.  142,  "Goodwill  and  Other
Intangibles."  SFAS  No.  142 addresses the initial recognition, measurement and
amortization of intangible assets acquired individually or with a group of other
assets  (but  not  those  acquired  in a business combination) and addresses the
amortization  provisions  for excess cost over fair value of net assets acquired
or  intangibles  acquired  in a business combination. The statement is effective
for  fiscal  years  beginning  after December 15, 2001, and is effective July 1,
2001 for any intangibles acquired in a business combination initiated after June
30,  2001.  The  adoption  of SFAS No. 142 did not have a material impact on the
Company's  financial  position  or  results  of  operations.

     In  October  2001,  the  FASB  issued  SFAS  No. 143, "Accounting for Asset
Retirement  Obligations," which requires companies to record the fair value of a
liability  for  asset  retirement  obligations  in  the period in which they are
incurred.  The  statement  applies  to  a company's legal obligations associated
with  the  retirement  of  a  tangible  long-lived  asset  that results from the
acquisition,  construction  and development or through the normal operation of a
long-lived  asset.  When  a  liability  is initially recorded, the company would
capitalize  the  cost,  thereby  increasing  the  carrying amount of the related
asset.  The  capitalized  asset  retirement cost is depreciated over the life of
the respective asset while the liability is accreted to its present value.  Upon
settlement of the liability, the obligation is settled at its recorded amount or
the  company incurs a gain or loss.  The statement is effective for fiscal years
beginning after June 30, 2002.  The Company does not expect the adoption to have
a  material impact to the Company's financial position or results of operations.

     In  October  2001,  the  FASB  issued  SFAS  No.  144,  "Accounting for the
Impairment  or  Disposal  of  Long-Lived  Assets."  Statement  144 addresses the
accounting  and  reporting  for the impairment or disposal of long-lived assets.
The  statement  provides  a  single accounting model for long-lived assets to be
disposed  of.  New  criteria  must  be  met  to  classify  the asset as an asset
held-for-sale.  This  statement  also  focuses  on  reporting  the  effects of a
disposal  of  a  segment  of a business.  This statement is effective for fiscal
years  beginning  after  December  15,  2001.  The  Company  does not expect the
adoption  to  have  a  material  impact  to  the Company's financial position or
results  of  operations.

     In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No.  4,  44  and 64, Amendment of FASB No. 13, and Technical Corrections", which
the  Company  does  not believe will materially affect its financial statements.

NOTE  3.      PROPERTY AND EQUIPMENT

     Property  and equipment, net, consisted of the following at April 30, 2002:

          Leasehold  improvements                 $  6,000
          Office  equipment  and  furnishings       22,000
          Vehicles                                  42,000
                                                   --------

          Less  accumulated  depreciation           (3,000)
                                                   --------
                                                 $  67,000
                                                   ========
<PAGE>

NOTE  4.          LOANS  PAYABLE

     Loan  payable  at  April  30,  2002  included  a  long-term  obligation  of
$1,103,000  to  a  commercial lender which is secured by the generators that are
presently  held  for  sale  (Note  2).  The loan is payable in monthly principal
payments  of  $33,500 plus accrued interest at the rate of 7.5% per annum. As of
April  30,  2002,  the  Company  was  in  technical  default  on the obligation.
Accordingly,  the  entire obligation has been classified as a current obligation
on  the  accompanying  balance sheet. The loan is secured by a first lien on the
equipment.  During  the year ended April 30, 2002, the Company recorded interest
expense  of $88,000 associated with this obligation. Subsequent to year end, the
Company  and lender agreed to restructure the obligation. According to the terms
of  the  debt  restructuring,  the  Company is to make interest-only payments of
prime  plus  0.5%  on the balance due of $1.1 million, with the principal due in
lump  sum  on  March  15,  2003.  If the Company is unable to make the principal
payment, the debt and ownership of the generators will transfer to a shareholder
of  the Company who serves as a personal guarantor on the note. The guarantor on
the  note  has  agreed  to  these  terms  and will assume the obligation without
recourse  to  the  Company.

     The  balance  of  Loans Payable ($100,000) consists of short-term operating
loans from three individuals.  These loans bear interest at the rate of  10% and
are  due  and  payable  upon  demand.

NOTE  5.          CONVERTIBLE  DEBENTURES

     The Company has periodically used convertible debentures to meet short term
financing  objectives.  During  April  2001,  the Company initiated a $1,000,000
private  placement offering of its 8% debt securities convertible into shares of
common  stock at a conversion rate equal to 70% of the lowest closing bid prices
for  the  Company's  common stock for the preceding 30 days prior to the date of
conversion.  During  the year ended April 30, 2001, the Company raised $174,000,
all  of  which  was  converted  into  1,120,694 common shares in April 2001. The
Company also recorded an interest expense of $174,000 (maximum amount is limited
to the face amount of the notes even though the conversion feature exceeded face
value)  arising  from beneficial conversion feature and debt issue costs. During
fiscal 2002, the Company raised and additional $870,000 which was converted into
40,938,159  shares  of  the  Company's  common  stock.  In  connection with this
transaction, the Company recorded $800,000 in debt issuance costs to account for
the  beneficial  conversion  feature of the debt instrument and issued 4,000,000
shares  of  restricted  stock  to  a  private  party which helped facilitate the
transaction.  The  fair market value of the restricted stock was included in the
debt  issuance  costs  (See  Note 10 below).  Since the calculated amount of the
beneficial  conversion  feature  and  the  value  of the restricted stock issued
exceeded  the  face  amount  of  the  indebtedness,  the recorded amount of debt
issuance  costs  was  limited  to  that  amount.

     The  Company  issued  an additional $375,000 in convertible debentures that
had  not been converted as of April 30, 2002.  These debentures bear interest at
the rate of 5% and are convertible into common stock at a discount of 80% of the
average  market price for the common stock over the three days prior to the date
of  conversion.  Unless converted, these debentures mature on December 13, 2003.
The  Company  recorded  $75,000 in to additional paid in capital associated with
issuing these debentures to account for the beneficial conversion feature of the
instruments.  This  amount is reflected net of the convertible debentures on the
accompanying  balance  sheet  and is being amortized to debt issuance costs over
the  life  of  the  debenture.  As  of April 30, 2002, the Company had amortized
$13,000  of  this  amount.

NOTE  6.          SALE  OF  COACHELLA  FACILITY

     During  fiscal  2002,  the Company commenced construction on a five million
gallon  biodiesel manufacturing facility in Coachella, California.  The facility
was constructed in partnership with Imperial Western Products, Inc. ("IWP"), who
contributed land and capital to the project.  The Company contributed equipment,
consulting  and  management  services.  The  facility  was completed in November
2001,  and  the  Company received a subsidy from the United States Department of
Agriculture on the sale of biodiesel from the Coachella facility.  The Coachella
facility  was  designed  to  process  "yellow  grease"  and  vegetable oils into
biodiesel  and  was  constructed  using  primarily  refurbished  equipment.

     In  January  2002,  the Company determined that the partnership arrangement
with  IWP  was not deemed advantageous to the Company.  Furthermore, the Company
wanted  to  take  advantage of additional marketing opportunities from producing
biodiesel that meets DINs standard 51606 (an international quality measurement),
in  addition  to  capturing  the  revenues  from  high-value  byproducts such as
pharmaceutical-grade  glycerin  and  vitamin  E.  The Company therefore sold its
interest  in  the  Coachella facility to IWP in February, 2002 for approximately
$260,000  and recorded a gain of $34,000 on the transaction which is included in
"Other  (loss)  income"  in  the accompanying income statement.  Pursuant to the
Asset Sale Agreement, the Company entered into a Brokerage Agreement with IWP in
which  the Company received, among other things, the exclusive right to sell all
biodiesel  manufactured by the Coachella facility and receive a royalty interest
of  50%  on  the  net  profits generated from such sale. Through April 30, 2002,
there  were  no  sales of biodisel from the Coachella facility and, accordingly,
the  Company received no royalty income.  In addition, in exchange for assigning
its  USDA  subsidies  to  IWP,  the  Company  will  receive  $0.10 per gallon of
biodiesel  produced  from  the Coachella facility through September 2002.  As of
April  30, 2002, the Company had not received any revenues from this assignment.

<PAGE>

NOTE  7.          INCOME  TAXES

     Due  to the net operating losses incurred by the Company in prior years, no
provision  for  income taxes has been made. The deferred income tax balances are
comprised  as  follows:

                                             APRIL  30,  2002
                                             ----------------
Deferred  tax  asset:
  Net  operating  loss  carry  forwards          $3,400,000
  Deferred  tax  liability                          (46,000)
  Accrued  expenses                                  48,000
  Account  receivable  reserves                       8,000
  Valuation  allowance                           (3,410,000)
                                                 -----------
                                                 $       --
Deferred  tax  liabilities:
  Excess  depreciation  of  property
    and  equipment for  tax  reporting              $46,000

     At April 30, 2002 and 2001 the Company had net operating loss carryforwards
for  Federal  income  tax  purposes  totaling  approximately  $8,450,000  and
$3,850,000,  respectively, which for Federal reporting purposes, expire in 2020.
The Tax Reform Act of 1986 includes provisions which may limit the net operating
loss carry forwards available for use in any given year if certain events occur,
including  significant  changes  in  stock  ownership.

     Reconciliation  of  the  federal statutory rate and the effective tax rate:


                                                 2002             2001
                                                 -----            ----
      Federal  income  tax  benefit
        at  statutory  rate                   $(1,252,000)    $(1,527,000)
      Equity  costs not deductible for
        income tax purposes                       305,000          61,000
      Net operating  loss carryforward            947,000       1,466,000
                                                  -------       ---------

      Income  tax  benefit                    $        --     $        --

NOTE  8.          STOCKHOLDERS'  EQUITY

     During the year ended April 30, 2002 and 2001, the Company issued 8,700,227
and  409,520  shares  of  its  restricted common stock to various individuals in
exchange for services which were recorded at the fair value of the shares at the
date  of  issuance.  Also in the year ended April 30, 2002, the Company issued 3
million shares of convertible preferred stock to the directors of the Company in
exchange  for services rendered.  These preferred shares have 10:1 voting rights
with  respect to the common stock and are convertible into common stock on a 1:1
basis.  Compensation expense resulting from these issuances amounted to $589,000
and  $85,000  for  the  years  ended  April  30,  2002  and  2001, respectively.

     During  March  2001,  the  Company  entered into an agreement with Southern
States Gas Gathering Systems, Inc. to terminate the Company's rights to purchase
gas  at a contracted rate, however, the Company has rights to lease the stripper
wells.  Pursuant  to this agreement, Southern States Gas Gathering Systems, Inc.
returned  to  the  Company  1,400,000  common  shares,  which  were subsequently
cancelled.  The lease rights are not considered to have a material value and are
therefore  not  included  on  the  accompanying  balance  sheet.

     During  the  year  ended  April  30,  2002,  the Company received back into
treasury  a total of 964,025 shares of its common stock, which were subsequently
cancelled.  These  shares were received in settlement over various disputes with
former  contractors.  Additional  shares  were  reissued as part of a negotiated
settlement  and  are  included  in  shares  issued  for services rendered in the
accompanying  Statement  of  Stockholders'  Equity.

     During  April  2001,  the  Company initiated a $1,000,000 private placement
offering  of its 8% debt securities convertible into shares of common stock at a
conversion  rate equal to 70% of the lowest closing bid prices for the Company's
common  stock  for the preceding 30 days prior to the date of conversion. During
the  year  ended  April  30, 2001, the Company raised $174,000, all of which was
converted  into 1,120,694 common shares in April 2001. The Company also recorded
an interest expense of $174,000 (maximum amount is limited to the face amount of
the  notes  even though the conversion feature exceeded face value) arising from
beneficial  conversion  feature  and  debt  issue costs. During fiscal 2002, the
Company  raised  and  additional  $870,000  which  was converted into 30,308,289
shares  of the Company's common stock.  In connection with this transaction, the
Company  recorded  $800,000 in debt issuance costs to account for the beneficial
conversion  feature  of  the  debt  instrument  and  issued  4,000,000 shares of
restricted  stock  to  a  private party which helped facilitate the transaction.
The  fair market value of the restricted stock was included in the debt issuance
costs.  Since the calculated amount of the beneficial conversion feature and the
value  of  the  restricted  stock  issued  exceeded  the  face  amount  of  the
indebtedness,  the  recorded  amount  of debt issuance costs was limited to that
amount.

<PAGE>

     During the year ended April 30, 2002, the Company raised a total of $99,000
in  various  private  placements  of  the Company's restricted common stock.  In
aggregate,  a total of 2,058,439 shares of restricted common stock was issued in
connection  with  these  transactions.

     EQUITY  LINE  OF  CREDIT

     On December 5, 2001, the Company entered into an Equity Line of Credit with
Cornell  Capital  Partners,  L.P.  (the  "Investor").  The Equity Line of Credit
Agreement  was  amended and restated as of March 8, 2002. Pursuant to the Equity
Line  of  Credit,  the  Company may, at its discretion, periodically sell to the
Investor  shares  of  common  stock  for  a  total purchase price of up to $10.0
million.  For  each  share  of  common  stock purchased under the Equity Line of
Credit,  the  Investor  will  pay  90%  of  the  lowest closing bid price on the
Over-the-Counter Bulletin Board or other principal market on which the Company's
common stock is traded for the 5 days immediately following the notice date. The
Investor  is  a  private  limited  partnership  whose  business  operations  are
conducted  through  its  general  partner, Yorkville Advisors, LLC. Further, the
Investor  will  retain  5%  of each advance under the Equity Line of Credit as a
transaction  fee.  The  effectiveness of the sale of the shares under the Equity
Line  of Credit is conditioned upon the Company registering the shares of common
stock  with  the  Securities  and Exchange Commission. The costs associated with
this  registration  will  be  borne by the Company. The Company issued 4,268,750
shares  of common stock as a commitment fee in relation to filing a registration
statement  on  Form  SB-2, valued at $146,000. Subsequent to April 30, 2002, the
Company  withdrew  its  SB-2  filing prior to its going effective at the time it
became  subject  to  the reporting requirements of the Investment Company Act of
1940.  Although  the  Company may refile the SB-2 at any time in the future, the
Company  was  required  to expense the $146,000 as offering costs as required by
Staff  Accounting  Bulletin  No.  1  of  the  Securities Exchange Commission. In
addition,  the  Company  engaged  Westrock  Advisors,  Inc.,  an  unaffiliated
registered  broker-dealer  to act as the exclusive placement agent in connection
with  the  Equity Line of Credit and have issued 100,000 shares of the Company's
common  stock  to Westrock Advisors, Inc. pursuant to such arrangement. Both the
10%  discount  and  the 5% transaction fee will be expensed at the time of stock
purchase.

     Under  the  Equity  Line  of Credit, the Company is limited to a maximum of
$750,000.00  of  advances in any 30-day period.  All proceeds received under the
Equity  Line  of  Credit  will  be  used  for  general working capital purposes.

     STOCK  OPTIONS

     During  March  1998,  the Company raised $1,000,000 through the issuance of
1,000,000  shares  of  its  common  stock  to The Hemisphere Group. An option to
purchase  an additional 1,500,000 shares of the Company's common stock were also
granted,  with  an  exercise price of $1.00 each which equaled fair value at the
date of grant, and expired in March 2001 (after an extension of 1 year).  During
the  year ended April 30, 2001, 147,800 options were exercised by The Hemisphere
Group  for  gross  proceeds  of  $160,300.

     The  Company  periodically  grants  options to purchase common or preferred
stock  to  employees, management, and outside directors of the Company. Inasmuch
as  these  options are sometimes granted with an exercise price below the market
price of the common stock on the date of grant, the Company records compensation
expense.  The  Company  recorded  a non-cash stock based compensation expense of
$504,000  and  $2,899,000  during  the  years  ended  April  30,  2002 and 2001,
respectively.

<PAGE>

     The  number and weighted average exercise prices of options granted for the
years  ended  April  30,  2002  and  2001  are  as  follows:

<TABLE>
<CAPTION>
<S>                                                    <C>          <C>             <C>          <C>
                                                       2002                          2001
                                                       ----                         -----
                                                       AVERAGE                      AVERAGE
                                                       EXERCISE                     EXERCISE
                                                       NUMBER       PRICE           NUMBER       PRICE
                                                      ------        -----           ------       -----

Outstanding at beginning of the year                 1,916,000      $0.00*          803,000      $1.37
Granted  during  the  year                          14,099,700       0.00*        8,566,000       0.00*
Exercised  during the year                           1,549,700       0.00*        6,797,800       0.00*
Cancelled  during  the  year                                --                      655,200       1.37
Outstanding  at  end  of  the year                  12,000,000       0.00*        1,916,000       0.00*
Exercisable  at  end  of  the  year                  5,250,000       0.00*        1,916,000       0.00*

*  Average  exercise  price  amounted  to  $0.001.
</TABLE>

     As  discussed in Note 2, the Company is required to disclose the effects on
operations  and  per  share  data  as if the Company had elected to use the fair
value  approach  to  account  for  all  of its employee stock-based compensation
plans.  Had  the compensation cost for the Company's plans been determined using
the  fair  value  method, the compensation expense would have had the effects of
increasing  the  Company's  net  loss  for  the year ended April 30, 2002 to the
pro-forma  amount  of  $3,293,000,  and  with  a pro forma net loss per share of
$0.07.  For  the  year  ended  April  30,  2001,  the  pro-forma  difference was
negligible.  These  pro  forma amounts were determined based upon the fair value
of  each option granted during fiscal 2002 and 2001 on its grant date, using the
Black-Scholes  option-pricing  model.  Assumptions  of no dividend yield, a risk
free  interest  rate  which  approximates  the  Federal Reserve Board's rate for
treasuries at the time granted, an expected life of five years, and a volatility
rate  of  approximately  148%  percent  were  applied  to  all  options granted.

NOTE  9.          COMMITMENTS

     The  Company currently leases its office space in Riverside, California and
Phoenix, Arizona on a monthly basis.   Rent expense under all leases amounted to
$10,000  and  $6,000  for the years ended April 30, 2002 and 2001, respectively.

     During  the year ended April 30, 2001, the Company terminated its agreement
to  acquire  a  51%  interest  in NOPEC Corporation. The Company, in settlement,
realized  $250,000  as  "Other  (loss)  income" on the accompanying statement of
operations.

     In  February  2002, the Company entered into a purchase and lease agreement
for the acquisition of a "cardlock" fuel dispensing facility in Phoenix Arizona.
The  agreement  called  for  a cash purchase price of $395,000 for machinery and
equipment, plus a lease commitment of $1,985 per month for 142 months commencing
March,  2002.  The purchase was scheduled to close on March 1, 2002; however, as
of  April  30,  2002  the sale had not been concluded. As of April 30, 2002, the
Company  had paid $40,000 to the seller which has been recorded as "Deposits" in
the accompanying financial statements. Subsequent to April 30, 2002, the Company
paid  an  additional  $10,000  to  extend  the effective date of the transaction
through  August 9, 2002. The Company is currently negotiating to restructure the
obligation.  If  the  Company  is  unable to renegotiate or extend the effective
date,  or  complete  the  transaction,  it  may  lose  both  the deposit and all
subsequent  payments.  Upon  completion  of  the  purchase,  the Company will be
required to enter into a Sublease Agreement with Kinder Morgan and Cardlock. The
Sublease  Agreement  pertains  to the property on which the equipment and assets
are located. The term of the Sublease Agreement is 142 months and will expire on
December  31,  2013.

     The  Company  intends  to invest in Agua Mansa. LLC., a start-up company in
the  process  of  designing  and  developing  a  new, state-of-the-art biodiesel
facility  in Riverside, California, that will produce fuel that meets DINs 51606
while  also  yielding pharmaceutical-grade glycerin and Vitamin E (See Note 12).
On  March 21, 2002, the Company entered into a Preliminary Engineering Agreement
with  Lurgi  PSI, Inc., in which Lurgi was contracted to perform the preliminary
engineering  on  the  proposed. The Company is obligated to compensate Lurgi for
their  services  in  an  amount not to exceed $795,000 on a "time and materials"
basis.  Through  April  30,  2002,  the Company had not paid any money to Lurgi.

<PAGE>

NOTE  10.          RELATED  PARTY  TRANSACTIONS

     On  May  10,  2001,  in connection with the Company's convertible debenture
transaction  completed  in  July  2001,  the  Company issued 4 million shares of
restricted  common  stock  to  Green  Aero  Energy,  Ltd.,  who  facilitated the
debenture  transaction.  As  part  of the transaction, the Company received from
Green  Aero  a  license  to  certain wind-energy technology in development.  The
Company  ascribed  no  value  to  this  technology  and  recorded  the  value of
restricted  stock  given  up as debt issuance costs at the time of issuance.  At
the time of this transaction, Anthony K. Miller, one of the Company's directors,
was  also a director of Green Aero.  Mr. Miller abstained from all board matters
concerning  the  transaction.

     As  of  April  30, 2002, the Company had notes receivable from officers and
directors  of  the  Company  totaling  $25,000.  Subsequent  to  year end, these
obligations  were  satisfied.

NOTE  11.          LITIGATION

     Actions pending during the fiscal year 2001 which included the Company as a
defendant  have  all  been  dismissed  under  negotiated  settlements  with  the
Plaintiffs.  In the matter of Nichols vs. B.A.T. International, et al., Case No.
GIC  739485,  filed  in the Superior Court, County of San Diego in October 1999,
the  settlement  and  mutual  release,  which  was  executed on August 15, 2000,
resulted  in  a  dismissal  of  the  case  as  to  all  parties involved in this
Employment  Agreement  litigation.  There  was  no monetary consideration to any
party  as  a  result  of  the  settlement.

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

NOTE  12.          SUBSEQUENT  EVENTS

     On  July  18,  2002,  the  Company agreed to restructure its long-term debt
obligation  of  $1,103,000  with a commercial lender.  The original terms of the
note  required  the  Company  to pay $33,000 per month in principal plus accrued
interest  at  the rate of 7.5% per annum. The note is secured by the electricity
generators  which are listed as assets held for sale in the accompanying balance
sheet.   As  of  April  30,  2002, the Company was in default on the obligation.
Under the terms of the restructure, the Company will make interest-only payments
at  prime  plus  0.5%,  with  the principal balance due in lump sum on March 15,
2003.  If  the  Company  is  unable to make the principal payment, the debt will
transfer  to  a  shareholder of the Company who serves as guarantor on the note.
Ownership of the generators will also transfer to the guarantor without recourse
against the Company.  The principal balance on the note as of April 30, 2002 has
been  classified  as  a  current  liability  in  the accompanying balance sheet.

     On  July  31,  2002, the Company's Board of Directors voted to be regulated
pursuant  to  Section  54  of  the  Investment  Company  Act  of  1940  with its
investments  concentrated  in  companies  engaged  in  the  production, sale and
distribution  of  biodiesel  fuel  and  other  alternative energy solutions. The
decision  to  be  regulated  under  the  Investment Company Act of 1940 was made
primarily  to  better  reflect  the  Company's  anticipated  future business and
developing  relationships.  The  Company's first investment is expected to be in
Agua  Mansa,  LLC,  which  is  in the process of designing and developing a new,
state-of-the-art  biodiesel facility in Riverside, California, that will produce
fuel  that  meets  DINs 51606 while also yielding high-grade by-products such as
pharmaceutical-grade  glycerin  and  Vitamin  E.

     In  May 2002, the Company entered into an Escrow Agreement for the purchase
of  approximately  seven  acres of land in Riverside, California, where the Agua
Mansa  biodiesel manufacturing facility will be located. The Agreement calls for
a  total  purchase  price  of  $673,437,  of which the Company paid $10,000 as a
deposit.  A  second  deposit  of  $90,000 is due at the end of the due diligence
period, August 1, 2002. The closing date for the purchase of the land is set for
September 24, 2002. If the Company is unable to close escrow, it may forfeit all
monies  deposited.


<PAGE>