Edgar Filing: ACCESS POWER INC

Prepared by Kilpatrick Stockton EDGAR Services
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1
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 September 30, 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 November 9, 2001, there were issued and outstanding 93,302,045 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 September 30, 2001 and December 31, 2000

Assets				September 30		December 31,
				2001 (Restated)		2000 (Restated)
				(unaudited)
Current assets:
	Cash		$	1,399	$	15,452
	Certificate of deposit			-		100,000
	Accounts receivable			12,321		56,312
	Prepaid expenses			622,621		560,993

		Total current assets		636,341		732,757

Property and equipment				487,241		721,724

Other assets				5,000		8,000

		Total assets	$	1,128,582	$	1,462,481

Liabilities and Stockholders' Equity

Current liabilities:
	Accounts payable and accrued expenses		$	2,402,877	$	2,154,321
	Current portion of long-term debt			-		112,576

		Total current liabilities		2,402,877		2,266,897


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

		Total liabilities		2,402,877		2,476,897


Stockholders' equity:
Common stock, $.001 par value, authorized 500,000,000 and 100,000,000
	shares, issued and outstanding 93,302,045 and 53,089,389
	shares at September 30, 2001 and December 31, 2000			93,301		53,087
	Notes receivable, stockholders			(362,860)		(402,315)
	Preferred stock, $.001 par value, authorized 10,000,000 shares,
	issued and outstanding none 2001 and 2000			-		-
	Additional paid in capital			13,986,649		12,000,011
	Deficit accumulated during the development stage			(14,991,385)		(12,665,199)

				(1,274,295)		(1,014,416)


		Total liabilities and stockholders' equity	$	1,128,582	$	1,462,481

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ACCESS POWER, INC.
(A Development Stage Company)

Statements of Operations

For the three months and nine months ended September 30, 2001and 2000 and the cumulative period
from October 10, 1996 (date of inception) through September 30, 2001
(unaudited)

										For the period
		Three months ended September 30,				Nine months ended September 30,				October 10, 1996 through
		2001		2000 (Restated)		2001 (Restated)		2000 (Restated)		September 30, 2001 (Restated)

Revenue:
Software/hardware sales	$	-	$	-	$	-	$	-	$	223,881
Telcommunication services		2,506		66,709		19,866		320,876		585,356


Total revenue		2,506		66,709		19,866		320,876		809,237


Costs and expenses:
Cost of services		17,653		607,206		390,934		1,180,120		2,194,388
Cost of sales		-				-		-		164,605
Product development and marketing		150,455		296,923		582,131		1,130,880		3,281,676
General and administrative		220,578		390,385		1,138,798		1,542,634		6,995,110


Total costs and expenses		388,686		1,294,514		2,111,863		3,853,634		12,635,779


Loss from operations		(386,180)		(1,227,805)		(2,091,998)		(3,532,758)		(11,826,543)

Other income (expense):
Interest income		-		-		5,293		-		7,673
Interest expense		(15,000)		(156,344)		(239,481)		(2,417,176)		(3,165,635)
Loss on disposal of equipment		-		-		-		-		(6,880)


Total other income (expense)		(15,000)		(156,344)		(234,188)		(2,417,176)		(3,164,842)


Net loss		(401,180)		(1,384,149)		(2,326,186)		(5,949,934)		(14,991,385)


Net loss per share	$	(0.00)	$	(0.03)	$	(0.03)	$	(0.15)	$	(0.41)


Weighted average number of shares		92,761,328		43,971,501		85,400,924		39,749,871		36,641,672

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ACCESS POWER, INC.
(A Development Stage Company

Statements of Cash Flows

For the nine months ended September 30, 2001 and 2000 and the cumulative period
from October 10, 1996 (date of inception) through September 30, 2001
(Unaudited)
						For the period
						October 10, 1996
						through
		2001 (Restated)		2000 (Restated)		September 30, 2001 (Restated)

Cash flows from operating activities:
Net loss	$	(2,326,186)	$	(5,949,934)	$	(14,991,385)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization		230,557		102,525		1,045,096
Loss on disposal of property and equipment				-		33,341
Stock issued for services		158,350		47,000		1,152,474
Stock issued for interest		4,481		26,748		115,958
Value of beneficial conversion feature of debentures		235,000		1,900,000		2,575,000
Value of warrants in excess of exercise price		-		322,720		337,120
Change in operating assets and liabilities:
Accounts receivable		43,991		(1,648)		(119,647)
Accounts payable and accrued expenses		150,032		(209,571)		2,432,106
Other assets		(80,664)		(151,218)		(553,408)
Inventory		-		-		-

Net cash used in operating activities		(1,584,439)		(2,529,229)		(7,973,345)

						-
Cash flows from investing activities:
(Purchase) redemption of certificate of deposit		100,000		-		-
Proceeds from sale of property and equipment		14,800		-		67,120
Purchase of property and equipment		(2,221)		(249,441)		(1,746,305)
Note receivable		39,455		40,400		(362,860)


Net cash used in investing activities		152,034		(209,041)		(2,042,045)

						-
Cash flows from financing activities:
Proceeds from issuance of stock		1,149,102		1,942,217		4,823,379
Proceeds from issuance of notes payable		269,250		3,300,000		5,686,851
Principal payments on notes payable		-		(2,171,440)		(493,441)


Net cash provided by financing activities		1,418,352		3,070,777		10,016,789

						-
Net change in cash		(14,053)		332,507		1,399

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

						-
Cash at end of period	$	1,399	$	546,392	$	1,399

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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 nine months ended September 30, 2001 are not necessarily indicative of the results to be expected for the full year.

Footnote

The financial statements for the nine months ended September 30, 2001 and 2000 have been restated to reflect charges of $220,000 and $2,222,720, respectively, for additional interest expense related to the beneficial conversion feature of convertible debentures and warrants as required under Emerging Issues Task Force 98-5.

The effects of this prior period adjustment for the nine months ended September 30, 2001 and 2000 are as follows:

	2001	2000
Loss from operations:
As previously reported	$(2,091,998)	$(3,532,758)
As restated	(2,091,998)	(3,532,758)
Net loss:
As previously reported	(2,091,186)	(3,727,214)
As restated	(2,326,186)	(5,949,934)
Net loss per share:
As previously reported	(0.02)	(0.09)
As restated	(0.03)	(0.15)
Additional paid-in capital:
As previously reported	13,766,649	9,677,291 (a)
As restated	13,986,649	12,000,01 )(a)
Accumulated deficit:
As previously reported	(12,079,365)	(9,988,179)(a)
As restated	(14,991,395)	(12,665,199)(a)

(a) Additional paid-in capital and accumulated deficit at December 31, 2000 as previously reported and as restated respectively.

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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: December 6, 2001
Glenn A. Smith
President




/s/ Howard L. Kaskel	Date: December 6,2001
Howard L. Kaskel
Chief Financial Officer
(principal financial and accounting officer)

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