Edgar Filing: ACCESS POWER INC

Access Power, Inc. Amendment to Quarterly Report SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 3
to
FORM 10-QSB

/X/	Quarterly Report Under Section 13 or 15(d) of
	The Securities Exchange Act of 1934
	For the Quarterly Period Ended March 31, 2001

/_/	Transition Report Under Section 13 or 15(d) of

The Exchange Act For the Transition Period from _________________ to _________________

Commission File Number 000-____________

Access Power, Inc.

(Is Exact Name of Small Business Issuer as Specified in its Charter)

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

10033 Sawgrass Dr., W, Ponte Vedra Beach, FL 32082

(Address of principal executive office) (Zip Code)

Issuer’s telephone number, including area code: (904) 273-2980

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

At April 24, 2001, there were issued and outstanding 88,192,599 shares of Common Stock.

Transitional Small Business Disclosure Format (check one): Yes _____ No X

Part I. Financial Information

Item 1 Financial Statements

ACCESS POWER, INC.
(A Development Stage Company)

Balance Sheets

As of March 31, 2001 and December 31, 2000

Assets
		March 31,	December 31,
		2001	2000
		(unaudited)
Current assets:
	Cash	$ 75,223	$ 15,452
	Certificate of deposit	100,000	100,000
	Accounts receivable	43,563	56,312
	Prepaid expenses	637,056	560,993
	Inventory	-	-
	Total current assets	855,842	732,757

Property and equipment, net		629,187	721,724

Other assets		7,000	8,000
	Total assets	$ 1,492,029	$ 1,462,481

Liabilities and Stockholders' Equity
Current liabilities:
	Accounts payable and accrued expenses	$ 2,069,727	$ 2,154,321
	Current portion of long-term debt	-	112,576
	Total current liabilities	2,069,727	2,266,897

Long-term debt, less current portion		-	-
Convertible debentures		-	210,000

	Total liabilities	2,069,727	2,476,897

Stockholders' equity:
	Common stock, $.001 par value, authorized 500,000,000 shares,
	issued and outstanding 87,527,913 and 53,089,389 shares
	at March 31, 2001 and December 31, 2000	87,526	53,087
	Notes receivable, stockholders	(362,915)	(402,315)
	Preferred stock, $.001 par value, authorized 10,000,000 shares,
	issued and outstanding none 2001 and 2000	-	-
	Additional paid in capital	13,698,174	12,000,011
	Deficit accumulated during the development stage	(14,000,483)	(12,665,199)
		(577,698)	(1,014,416)

	Total liabilities and stockholder' equity	$ 1,492,029	$ 1,462,481

-2-

ACCESS POWER, INC.
(A Development Stage Company)

Statements of Cash Flows

For the three months ended March 31, 2001 and 2000 and the cumulative period
from October 10, 1996 (date of inception) through March 31, 2001

				For the period
				October 10, 1996
				through
		2001	2000	March 31, 2001
Cash flows from operating activities:
Net loss		$(1,335,284)	$(1,171,449)	$ (14,000,483)
Adjustments to reconcile net loss to net cash
used in operating activities:
	Depreciation and amortization	76,839	51,262	891,378
	Loss on disposal of property and equipment	-	-	33,341
	Stock issued for services	38,350	-	1,032,474
	Stock issued for interest	4,481	10,392	115,958
	Value of beneficial conversion feature of debentures	180,000	190,000,000	2,520,000
	Value of warrants in excess of exercise price	-	322,720	337,120
	Change in operating assets and liabilities:
	Accounts receivable	12,749	(22,571)	(150,889)
	Accounts payable and accrued expenses	(84,594)	(189,887)	2,197,480
	Other assets	(76,663)	(210,207)	(549,407)
	Inventory	-	-	-
	Net cash used in operating activities	(1,184,122)	(1,532,460)	(7,573,028)

Cash flows from investing activities:
Purchase of certificate of deposit		-	-	(100,000)
Proceeds from sale of property and equipment		6,400	-	58,720
Purchase of property and equipment		10,898	-	(1,733,186)
Note receivable, stockholder		39,400	40,400	(362,915)

	Net cash used in investing activities	56,698	40,400	(2,137,381)

Cash flows from financing activities:
Proceeds from issuance of stock		1,509,771	194,219	4,784,048
Proceeds from issuance of notes payable		190,000	3,300,000	5,607,601
Principal payments on notes payable		(112,576)	(350,000)	(606,017)

	Net cash provided by financing activities	1,187,195	3,144,219	9,785,632

	Net change in cash	59,771	1,652,159	75,223

Cash, at beginning of period		15,452	213,885	-

Cash at end of period		$ 75,223	$ 1,866,044	$ 75,223

-3-

ACCESS POWER, INC.
(A Development Stage Company)

Statements of Operations

For the three months ended March 31, 2001 and 2000 and the cumulative period
from October 10, 1996 (date of inception) through March 31, 2001

				For the period
				October 10, 1996
				through
		2001	2000	March 31, 2001

Revenue:
Product sales		$ -	$ -	$ 223,881
Services		7,907	145,611	573,397

	Total revenue	7,907	145,611	797,278

Costs and expenses:
Cost of services		325,497	294,071	2,128,951
Cost of sales		-	-	164,605
Product development and marketing		274,425	358,502	2,973,970
General and administrative		558,788	643,877	6,415,100

	Total costs and expenses	1,158,710	1,296,450	11,682,626

Loss from operation

Other income (expense):
Other income		-	-	2,380
Interest expense (including amortization of debt discount)		(184,481)	(2,243,330)	(3,110,635)
Loss on disposal of assets		-	-	(6,880)

	Total other income (expense)	(184,481)	(2,243,330)	(3,115,135)

	Net loss	$ (1,335,284)	$ (1,171,449)	$ (14,000,483)

	Net loss per share	$ (0.02)	$ (0.04)	$ (0.49)

	Weighted average number of shares	73,735,381	31,688,258	28,610,982

-4-

Basis of Presentation

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed and omitted pursuant to such rules and regulations, although management believes the disclosures are adequate to make the information presented not misleading. These interim financial statements should be read in conjunction with the Company's annual report and most recent financial statements included in its report on Form 10-KSB for the year ended December 31, 2000 filed with the Securities and Exchange Commission. The interim financial information included herein is unaudited; however, such information reflects all the adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results of operations and cash flows for the interim periods. The results of operations for the three months ended March 31, 2000 are not necessarily indicative of the results to be expected for the full year.

-5-

SIGNATURES

In accordance with the requirements of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ACCESS POWER, INC.

By: /s/ Glenn A. Smith	Date: November 16, 2001
Glenn A. Smith
President




/s/ Howard L. Kaskel	Date: November 16, 2001
Howard L. Kaskel
Chief Financial Officer
(principal financial and accounting officer)