ACCESS POWER INC, SB-2, 1998-09-30

ACCESS POWER INC
SB-2, 1998-09-30

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Registration No. 333-__________
As filed with the Securities and Exchange Commission on September 30,1998
============================================================================

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________

FORM SB-2
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
________________

ACCESS POWER, INC.
(Name of small business issuer)

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<CAPTION>
<S> <S> <C>
Florida 4813 59-3420985
------------------------------ ---------------------------- ----------------------
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>

10033 Sawgrass Drive West
Suite 100
Ponte Vedra Beach, Florida, USA 32082
(904) 273-2980
-------------------------------------------------------------
(Address and telephone number of principal executive offices)
____________________________________

Glenn A. Smith
10033 Sawgrass Drive West
Suite 100
Ponte Vedra Beach, Florida, USA 32082
(904) 273-2980
---------------------------------------------------------
(Name, address and telephone number of agent for service)
__________________

Copies to:

Dennis J. Stockwell
Kilpatrick Stockton LLP
1100 Peachtree Street, Suite 2800
Atlanta, Georgia 30309
(404) 815-6500
(404) 815-6555 (fax)

__________________

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes
effective.

If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of 1933,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. / /

If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /

If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to
Rule 434 check the following box. / /

CALCULATION OF REGISTRATION FEE
==============================================================================================================================
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered Offering Price per Aggregate Offering Registration Fee
Share<F1> Price<F1>
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 4,000,000 $0.69 $2,760,000 $815
==============================================================================================================================
<FN>

<F1> Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(a) under the Securities
Act and based on the average of the high and low price per share of
Access Power, Inc. Common Stock as quoted on the OTC Bulletin Board on
September 25, 1998.

</FN>
</TABLE>
__________________

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL
THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY
STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF
1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
========================================================================
<PAGE>
PROSPECTUS SUBJECT TO COMPLETION, DATED ____________, 1998

4,000,000 Shares

[LOGO]
ACCESS POWER, INC.
Common Stock
____________

The shares of common stock, par value $.001 per share (the "Common
Stock"), of Access Power, Inc. (the "Company") offered hereby (the
"Offering") are being offered by the stockholders of the Company (the
"Selling Stockholders"). The Company will not receive any proceeds
from the sale of shares by the Selling Stockholders. The Selling
Stockholders may sell their shares from time to time directly or
through underwriters, dealers or agents, in market transactions on the
Bulletin Board, on any other national securities exchange or automated
quotation system on which the Common Stock may be listed or traded,
including block trades or ordinary brokers transactions, or in
privately negotiated transactions. The price at which the Selling
Stockholders will sell their shares, and the commissions, if any, paid
in connection with any sale, may be privately negotiated, may be based
on then prevailing market prices and may vary from transaction to
transaction and as a result are not currently known. See "PLAN OF
DISTRIBUTION."

The Common Stock currently is traded over the counter ("OTC") , and
bid and asked prices are quoted and the last sale is reported on the
OTC electronic bulletin board maintained by the National Association
of Securities Dealers (the "Bulletin Board") under the symbol "ACCR."
On September 25, 1998, the last bid and asked prices of the Common
Stock as reported on the Bulletin Board were $0.63 and $0.81,
respectively.

The Selling Stockholders and any broker-dealers participating in the
distribution of the shares may be deemed to be "underwriters" within
the meaning of the 1933 Act, and any commissions or discounts given to
any such broker-dealer may be regarded as underwriting commissions or
discounts under the 1933 Act. The shares have not been registered for
sale by the Selling Stockholders under the securities laws of any
state as of the date of this Prospectus. Brokers or dealers effecting
transactions in the shares should confirm the registration thereof
under the securities laws of the states in which transactions occur or
the existence of any exemption from registration.

The Company will pay certain of the legal and other expenses of this
offering (estimated to be $40,000), except that the Selling
Stockholders will bear the cost of any brokerage commissions or
discounts or other selling expenses incurred by the Selling
Stockholders in connection with the sale of their shares. The Company
has agreed to indemnify the Selling Stockholders against certain
liabilities, including liabilities arising under the Securities Act.
See "PLAN OF DISTRIBUTION."

No dealer, salesperson or other person has been authorized to give any
information or to make any representations not contained, or
incorporated by reference, in this Prospectus and, if given or made,
such information or representation must not be relied upon as having
been authorized by the Company or the Selling Stockholders. This
Prospectus does not constitute an offer to sell or the solicitation of
any offer to buy any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such offer
in such jurisdiction. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create any
implication that the information herein is correct as of any time
subsequent to the date hereof or that there has been no change in the
affairs of the Company since such date.

THE SHARES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. (SEE "RISK
FACTORS" BEGINNING ON PAGE 5.)

_____________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_____________

The date of this Prospectus is _______________, 1998
<PAGE>
<PAGE>

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT
BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR
SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
<PAGE>
SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE
DETAILED INFORMATION, INCLUDING "RISK FACTORS" AND FINANCIAL
STATEMENTS, INCLUDING THE NOTES THERETO, APPEARING ELSEWHERE IN THIS
PROSPECTUS. UNLESS OTHERWISE INDICATED, THE INFORMATION CONTAINED IN
THIS PROSPECTUS ASSUMES THAT ALL SHARES OF SERIES A CONVERTIBLE
PREFERRED STOCK ("PREFERRED STOCK") HAVE BEEN CONVERTED TO COMMON STOCK.

Access Power, Inc. was formed to offer Internet-based
communications products and services in the U.S. and international
markets. The Company is one of the first companies to offer a means
for voice and multi-media communications over the Internet, a service
which is commonly referred to as Internet Protocol telephony or IP
telephony. The Company is in the development stage.

The Company's voice-over-IP service (known as Access Power
Advanced Communications(TM) (APAC)) integrates traditional functions
with advanced Internet-based communications technology. APAC enables
users to connect long distance over the Internet from a multi-media
personal computer (PC) to a regular telephone or from a regular
telephone to another regular telephone with a significant reduction in
costs over that of traditional long distance telephony. Through this
service, a long distance telephone call can be placed from over the
Internet to telephones in any area where Access Power provides gateway
service without the use of traditional long distance lines.
Currently, the Company has such service available for calls to
telephones in ten metropolitan cities in the states of Arizona,
Florida, Texas and Utah. Calls to other locations may be made through
the Company's services, but regular long-distance services will be
necessary to complete the call from the location of one of the
Company's gateway servers, and the cost to the user is slightly
higher. At this time, telephone-to-telephone calls may only be
originated at locations near one of the Company's gateways through a
local call to the server.

In addition to the cost savings associated with Internet
telephony, the Company's customers will have available to them
services that are not available through traditional long distance
networks, such as interactive document and data sharing and multi-
media data transmissions (including video).

In connection with the telephony services, the Company will be
reselling to the customer a Netspeak Corporation PC telephone software
package called WebPhone. The Company also will be developing and
marketing e-button(TM) software, which provides a convenient means for
someone viewing a company's Website to be immediately connected by
telephone with the company's call center.

Its Canadian partner is expected to be on line this year.
Additional international expansion will be pursued via joint venture
and other business arrangements throughout South America, Europe,
Africa and the Pacific Rim.

The Company's strategy to become one of the world's leading
providers of international IP telephony products and services
includes: continued expansion of its international IP telephony
gateway network through joint venture partnerships and other business
relationships in the targeted regions; leveraging of the network and
its inherent low operating costs to provide discount retail and
wholesale international calling services; exploitation of new
technology; and the continued development of enhanced products and

2<PAGE>
services to complement the Company's international IP telephony
gateway server network.

The Company was incorporated in Florida in 1996. The Company's
principal executive offices are located at 10033 Sawgrass Drive West,
Suite 100, Ponte Vedra Beach, Florida, USA 32082, and its telephone
number is (904) 273-2980.

THE OFFERING
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Common Stock offered by Selling Stockholders 4,000,000 shares <F1>

Common Stock to be outstanding after the Offering 14,643,162 shares <F2>

OTC Bulletin Board symbol "ACCR"

___________________
<FN>
<F1> The offered shares include (i) 2,296,212 shares of Common Stock
that may be acquired by holders of the Preferred Stock upon conversion
thereof, based on a five-day average market price of $0.67 per share,
but subject to adjustment for the applicable average market price at
the time of conversion under the conversion formula. (See "Description
of Capital Stock - Preferred Stock"); and (ii) 587,950 shares of
Common Stock that may be acquired pursuant to the exercise of an
outstanding warrant to purchase up to five percent of the Company's
Common Stock (based for purposes of this presentation on the amount
outstanding as of June 30, 1998), but which amount shall vary with the
amount of Common Stock outstanding at the time of exercise because of
the fixed percentage of the exercise right.

<F2> Assumes the exercise of a warrant to purchase 587,950 shares of Common
Stock currently outstanding and exercisable. Does not include outstanding
options to purchase 1,683,000 shares of Common Stock (having a weighted
average exercise price of $0.64 per share).
</FN>
</TABLE>

<PAGE>
SUMMARY FINANCIAL DATA

The summary financial data of the Company set forth below for the
year ended December 31, 1997 is derived from the audited Financial
Statements of the Company for that period included elsewhere in this
Prospectus. The summary financial data for the six months ended June
30, 1997 and 1998 and as of June 30, 1998 are derived from unaudited
financial statements included elsewhere in this Prospectus, which, in
the opinion of the Company reflect all adjustments (consisting only of
normal recurring adjustments) necessary for a fair presentation of the
financial condition and results of operations. These historical
results are not necessarily indicative of the results that may be
expected in the future. The summary financial data are qualified by
reference to and should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of
Operations," the Financial Statements and Notes thereto and other
financial data included elsewhere in this Prospectus.
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<CAPTION>

Year Ended Six Months Ended June 30,
December 31, ----------------------------
1997 1997 1998
------------ ------------- ----------
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA
Revenues
Product Sales . . . . . . . . . . - - $212,092
Services . . . . . . . . . . . . . - - 13,233

Total revenues . . . . . . . . . - - 225,325
--------- --------- ----------
Cost of revenues
Product Sales . . . . . . . . . . - - 152,920
Services . . . . . . . . . . . . . - - -
--------- --------- ----------
Total cost of revenues . . . . . - - 152,920
Gross margin . . . . . . . . . . 0 0 72,405
Total operating expenses . . . . . . 426,156 21,496 902,575
Income (loss) from operations . . . . (426,156) (21,496) (830,170)
Interest expense, net . . . . . . . . 282 21 2,927
--------- --------- ----------
Income (loss) before income taxes . . (426,438) (21,517) (833,097)
Income tax expense . . . . . . . . . - - -
Net income (loss) . . . . . . . . . . $(426,438) $(21,517) $(833,097)
========= ========= ==========
Income (loss) per share . . . . . . . $ (0.04) $ 0 $ (0.07)
========= ========= ==========

Weighted average shares outstanding . 9,742,000 8,000,000 11,621,500
========= ========= ==========
</TABLE>

<PAGE>
June 30, 1998
-------------
(Unaudited)
BALANCE SHEET DATA
Cash and cash equivalents........................... $ 190,368
Working capital..................................... (701,286)
Total assets........................................ 1,934,497

Long-term debt, less current portion................ 300,000
Stockholders' equity (deficit) ..................... 497,487

________________

Access Power Advanced Communications(TM) is a trademark of the
Company. All other trademarks and trade names referred to in this
Prospectus are the property of their respective owners.

4
<PAGE>

RISK FACTORS

AN INVESTMENT IN THE SHARES OF COMMON STOCK OFFERED HEREBY
INVOLVES A DEGREE OF RISK. IN ADDITION TO THE OTHER INFORMATION IN
THIS PROSPECTUS, THE FOLLOWING RISK FACTORS SHOULD BE CONSIDERED
CAREFULLY IN EVALUATING AN INVESTMENT IN THE COMMON STOCK. THIS
PROSPECTUS CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS (AS SUCH TERM
IS DEFINED IN THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT")) CONCERNING THE COMPANY INCLUDING, IN PARTICULAR, THE
LIKELIHOOD OF THE COMPANY'S SUCCESS IN DEVELOPING AND EXPANDING ITS
BUSINESS. THESE STATEMENTS ARE BASED UPON A NUMBER OF ASSUMPTIONS AND
ESTIMATES WHICH ARE INHERENTLY SUBJECT TO SIGNIFICANT UNCERTAINTIES,
MANY OF WHICH ARE BEYOND THE CONTROL OF THE COMPANY. ACTUAL RESULTS
MAY DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY SUCH FORWARD-
LOOKING STATEMENTS. FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY INCLUDE, BUT ARE NOT LIMITED TO, THOSE SET FORTH BELOW.

DEVELOPMENT STAGE COMPANY; SHORT OPERATING HISTORY.

The Company was formed in October of 1996 and is in the
development stage. To date, the Company has had minimal revenue. The
Company has limited operating history upon which investors may base an
evaluation of its likely performance. The Company's prospects must be
considered in light of the risks, expenses and difficulties frequently
encountered by companies in an early stage of development,
particularly companies in new and rapidly evolving industries. To
address these risks and achieve profitability and increased sales
levels, the Company must, among other things, establish and increase
market acceptance of its technology, products and services, expand the
deployment of its network, increase its customer base substantially and
successfully market and support its products and services. There can be
no assurance that the Company will achieve or sustain significant sales
or profitability in the future.

UNCERTAINTY OF PRODUCT ACCEPTANCE; NEW PRODUCT DEVELOPMENT RISKS.

The markets for the Company's technology, products and services
have only recently begun to develop and are rapidly evolving. In
addition, the Company's products and services are new and based on
emerging technologies. As is typical in the case of new and rapidly
evolving industries, demand and market acceptance for recently
introduced technology and products are subject to a high level of
uncertainty. Broad acceptance of the Company's technology, products
and services is critical to the Company's success and ability to
generate revenues. There can be no assurance that the Company will be
successful in obtaining market acceptance of its technology, products
and services. Relative lower quality of voice transmissions through
the Company's network compared to traditional long-distance services
will be a factor in the early acceptance of the Company's services.

RISKS OF RAPID TECHNOLOGICAL CHANGE.

The introduction of products and systems which offer applications
incorporating new technologies could render the Company's products and
services less marketable or subject to downward price pressures.
Further, the markets for the Company's products and services, including
the market for voice transmission over packetized data networks, are
characterized by evolving industry standards and specifications. As
new standards or specifications are adopted, the Company may be
required to devote substantial time and expense in order to adapt its
technology, products and services. The Company's ability to anticipate
changes in technology and industry standards and successfully develop
and introduce enhanced products and services as well as new products
and services, in each case in a cost effective and timely manner, will
be a critical factor in the Company's ability to grow and be
competitive. There can be no assurance that the Company will
successfully develop enhanced or new products and services, that any

5<PAGE>
enhanced or new products and services will achieve market acceptance,
that the Company will be able to adapt its products and services to
comply with new standards or specifications, or that the introduction
of new products or services by others will not render the Company's
technology, products and services obsolete.

PRICING PRESSURES.

As a result of existing excess international transmission
capacity, the marginal cost of carrying an additional international
call is often very low for certain traditional long distance carriers.
Industry observers have predicted that these low marginal costs may
result in significant pricing pressures and that, within a few years
after the end of this century, there may be no charges based on the
distance a call is carried. If this type of pricing were to become
prevalent in the markets on which the Company focuses, it would likely
have a material adverse effect on the Company's prospects, financial
condition and results of operations.

LIMITED MARKETING EFFORTS; RELIANCE ON STRATEGIC PARTNERS.

The Company's marketing efforts primarily involve the development
of strategic alliances with partners in the United States and outside
of the United States and, to a lesser extent, in-house marketing. The
Company's performance is substantially dependent on its ability to
develop strategic alliances with marketing partners which will promote
the Company's technology, products and services. To date, the Company
has established a significant business relationship with only one entity
outside the U.S. There can be no assurance that the Company will be
successful in consummating any future strategic alliances. In
countries where the Company seeks to establish strategic alliances, it
must, among other things, recruit, hire and train personnel, establish
offices, obtain regulatory authorization, lease transmission lines
from, and obtain interconnection agreements with, telecommunications
carriers that own intra-national transmission lines and install
hardware and software. The Company has limited experience dealing with
these problems outside the U.S.

NEED FOR ADDITIONAL FINANCING.

The company currently has almost no funding and no commitment for
funding. The Company's ability to expand its internet telephony network
and to develop new products and services will depend on its ability to
obtain additional debt and equity funding. There can be no assurance
that the Company will be successful in securing any additional financing.
Factors which could affect the Company's access to the capital markets,
or the costs of such capital, include changes in interest rates, general
economic conditions and the perception in the capital markets of the
Company's business, results of operations, leverage, financial condition
and business prospects. Each of these factors is to a large extent subject
to economic, financial, competitive and other factors beyond the Company's
control.

NO INTENTION TO PAY DIVIDENDS.

The Company presently intends to retain its earnings to finance
its growth and expansion and for general corporate purposes. In the
future, the declaration and payment of dividends on the Common Stock,
if any, will depend upon the earnings and financial condition of the
Company, liquidity and capital requirements, the general economic and
regulatory climate, the Company's ability to service any equity or
debt obligations senior to the Common Stock and other factors deemed
relevant by the Company's Board of Directors.
<PAGE>
LACK OF EXPERIENCE IN DOMESTIC TARGET MARKET.

The Company will seek to market its products to the "SOHO" (small
office / home office) market and to institutions throughout the
United States. Although the Company's principals have had substantial
experience in other endeavors, there can be no assurance that the
Company will be successful in establishing this one.

6<PAGE>
INSUFFICIENT FINANCIAL RESOURCES.

The Company has competitors and potential competitors with significant
greater resources than it has or expects to have in the foreseen future. There
can be no assurance that the Company will have sufficient resources to
compete and execute its business plan objectives. The failure to
obtain additional funds may cause the Company to cease or curtail
operations and result in a complete loss of any value of the Company's
securities.

DEPENDENCE ON ONE EQUIPMENT SUPPLIER.

The Company purchases all of its hardware and software from
NetSpeak Corporation, which has granted the Company volume discounts
and also provides financing for, and maintenance of, this equipment.
Although replacement hardware and software may be obtained from
several alternative suppliers, the failure of the Company to acquire
compatible hardware and software from an alternative source on a
timely basis and of comparable quality and price, could result in
delays, operational problems or increased expenses, which could have
a material adverse effect on the Company's business, results of
operations and financial condition.

RISKS OF GROWTH AND EXPANSION.

Growth of the Company will require the Company to recruit and
hire new managerial, technical, sales and marketing personnel, as
well as people qualified in administration and finance. The Company's
inability to recruit and hire the necessary personnel or the emergence
of unexpected expansion difficulties could adversely effect the
Company's business.

COMPETITION.

The telecommunications business is highly competitive, and the
profitability of the Company depends principally upon the Company's
ability to compete in its target market areas. The Company expects
competition to persist, intensify and increase in the future. Many of
the Company's current and potential competitors have longer operating
histories, greater name recognition, larger customer bases and
significantly greater financial, technical and marketing resources
than the Company. Certain of these competitors may be existing or
potential strategic partners. There can be no assurance that the
Company will be able to compete effectively against its competitors.

Prices for long distance calls have decreased substantially over
the last few years in most of the markets in which the Company does business
and prices are expected to decline substantially over the next several years
in all of the markets where the Company does business or expects to do
business. In addition, many of the Company's markets and expected future
markets have deregulated or are in the process of deregulating telephone
services. Customers in many of these markets are not familiar with the
Company's technology, products and services and may be reluctant to use
new telecommunications providers, such as the Company. In particular,
the Company's target customers, small and medium-sized businesses, may
be reluctant to entrust their telecommunications needs to new and
unproven operators or may switch to other service providers as a
result of price competition.

Competition for customers in the target market is primarily on the
basis of price, the type and quality of services offered and customer
service. The Company attempts to price its services at a discount to
the prices charged by traditional long distance carriers in each of its
markets. The Company has no control over the prices set by its competitors,
and some of the Company's larger competitors may be able to use their
substantial financial resources to cause severe price competition in the
countries in which the Company intends to operate. There can be no assurance
that severe price competition will not occur. Any significant price
competition could have a material adverse effect on the Company's business,
financial condition and results of operations. In addition, certain of the
Company's competitors will provide potential customers with a broader range
of services than the Company currently offers or can offer due to
regulatory restrictions.

7<PAGE>
CONCENTRATION OF OWNERSHIP.

The directors and officers of the Company, in the aggregate,
currently own beneficially 4,476,000 shares of Common Stock, or
36% of the outstanding shares of the Company. Accordingly, these
persons will have substantial influence over the business, policies
and affairs of the Company, including the ability potentially to
control or significantly influence the election of directors and
other matters requiring stockholder approval by simple majority vote.

DILUTIVE AND OTHER POSSIBLE ADVERSE EFFECTS OF OUTSTANDING OPTIONS AND
OTHER RIGHTS TO ACQUIRE COMMON STOCK

The Company has outstanding rights to acquire shares of a substantial and
indeterminate number of Common Stock in the form of conversion rights under
its Series A Preferred Stock and a floating 5% warrant. The Common
Stock underlying those rights is being registered for resale in the
Registration Statement of which this Prospectus is a part. A
substantial number of additional rights in the form of options
have been granted to the Company's employees or affiliates, under the
Company's Stock Option Plan or otherwise, and are exercisable at
prices which are less than the market price for the Common
Stock at September 25, 1998. Under the terms of such rights, the
holders thereof are given an opportunity to profit from a rise in the
market price of the Common Stock with a resulting dilution in the interests
of other stockholders. The terms on which the Company may obtain additional
financing may be adversely affected by the existence of such rights.
For example, the holders of these rights could exercise them at a time
when the Company was attempting to obtain additional capital through a
new offering of securities on terms more favorable than those provided
by the rights. Additionally, stockholders could suffer substantial
dilution if the holders of Series A Preferred Stock exercised their
conversion right immediately after a significant decrease in the
market price of the Common Stock, because the conversion rate is
inversely proportional to the recent average market price.

LIMITED TRADING MARKET.

The Company's securities trade over the counter with quotes on the NASD
"bulletin board". Nonetheless, there can be no assurance that an active public
market will exist at any time or can be sustained or that investors in the
Common Stock will be able to resell their shares. Making a market involves
maintaining bid and asked quotations for the Common Stock and being available
as principal to effect transactions in reasonable quantities at those quoted
prices, subject to various securities laws and other regulatory requirements.
A public trading market having the desired characteristics of depth, liquidity
and orderliness depends upon the presence in the marketplace of willing
buyers and sellers of the Common Stock at any given time, which presence
is dependent upon the individual decisions of investors over which neither
the Company, nor any market maker has any control. Accordingly, an investor
may be unable to sell his Common Shares when he wishes to do so, if at all.
In addition, the free transferability of the Common Shares will depend on the
securities laws of the various states in which it is proposed that sale of the
Common Shares be made.

POSSIBLE VOLATILITY OF STOCK PRICE.

The market price of the Company's Common Stock is likely to be highly
volatile and could be subject to wide fluctuations in response to
quarterly variations in operating results, losses of significant
customers, announcements of technological innovations or new products
by the Company and its competitors, changes in financial estimates by
securities analysts, or other events or factors, including the risk
factors described herein. In addition, the stock market has
experienced significant price and volume fluctuations that have
particularly affected the market prices of equity securities of many
high technology companies and that often have been unrelated to the
operating performance of such companies. In the past, following
periods of volatility in the market price of a company's securities,
securities class action litigation has often been instituted against
such a company. Such litigation could result in substantial costs and
a diversion of management's attention and resources, which would have
a material adverse effect on the Company's business, operating results
and financial condition.

8<PAGE>
PENNY STOCK REGULATION.

The Commission has adopted rules that regulate broker-dealer
practices in connection with transactions in "penny stocks." Penny
stocks generally are equity securities with a price of less than $5.00
(other than securities registered on certain national securities
exchanges or quoted on the NASDAQ system, provided that current price
and volume information with respect to transactions in such securities
is provided by the exchange or system). The penny stock rules require
a broker-dealer, prior to a transaction in a penny stock not otherwise
exempt from the rules, to deliver a standardized risk disclosure
document prepared by the Commission that provides information about
penny stocks and the nature and level of risks in the penny stock
market. The broker-dealer also must provide the customer with current
bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction and monthly
account statements showing the market value of each penny stock held
in the customer's account. The bid and compensation information, must
be given to the customer orally or in writing before or with the
customer's confirmation. In addition, the penny stock rules require
that prior to a transaction in a penny stock not otherwise exempt from
such rules the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and
receive the purchaser's written agreement to the transaction. These
disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that is subject
to the penny stock rules. Since the Company's Common Shares initially
will be subject to the penny stock rules, investors in this Offering
may find it more difficult to sell their Common Shares.

DIRECTORS' LIABILITY LIMITED.

Under the Company's By-Laws, directors of the Company cannot be
held liable to the Company or its stockholders for monetary damages
for any act or omission unless it involves, among others, (I) the
director's duty of loyalty to the Company or its stockholders, (ii)
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) unlawful dividends or
stock purchases or redemptions by the Company, (iv) a transaction from
which the director derived an improper personal benefit, or (v) acts
or omissions for which liability of a director is expressly provided
by an applicable statute. This provision does not affect the
liability of any director under federal or applicable state securities
laws.

POTENTIAL FLUCTUATIONS IN OPERATING RESULTS.

Significant annual and quarterly fluctuations in the Company's
results of operations may be caused by, among other factors, the
volume of revenues generated by the Company's strategic partners from
sales of products and services incorporating the Company's technology
or products, the mix of distribution channels used by the Company, the
timing of new product announcements and releases by the Company and
its competitors and general economic conditions. There can be no
assurance that the level of revenues and profits, if any, achieved by
the Company in any particular fiscal period will not be significantly
lower than in other, including comparable, fiscal periods. The
Company's expense levels are based, in part, on its expectations as to
future revenues. As a result, if future revenues are below
expectations, net income or loss may be disproportionately affected by
a reduction in revenues as any corresponding reduction in expenses may
not be proportionate to the reduction in revenues. As a result, the
Company believes that period-to-period comparisons of its results of
operations may not necessarily be meaningful and should not be relied
upon as indications of future performance. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations."

9<PAGE>
GOVERNMENTAL REGULATIONS.

One of the risks associated with the business of Interest telephony
involves the possible intervention of the government through legislative
action. Conventional telephone companies are challenging the popularity of
the Internet by pushing for legislative tariffs that would impact the
usage of the products and services such as those offered through the use of
the Company's technology. At present, there are few laws or regulations
that specifically address access to or commerce on the Internet. The
increasing popularity and use of the Internet, however, enhance the
risk that the governments of the United States and other countries in
which the Company sells or expects to sell its products and services
will seek to regulate computer telephony and the Internet with respect
to, among other things, user privacy, pricing, and the characteristics
and quality of products and services. The Company is unable to
predict the impact, if any, that future legislation, legal decisions
or regulations concerning the Internet may have on its business,
financial condition or results of operations. In the United States,
the FCC has advised Congress that it may, in the future, regulate IP
telephony services as basic telecommunications services. The
regulation of the Company's activities may have a material adverse
effect on its financial condition and results of operations.

In March 1996, the America's Carriers Telecommunication
Association (the "ACTA"), a group of telecommunications common
carriers, filed a petition (the "ACTA Petition") with the Federal
Communications Commission (the "FCC") arguing that providers (such as
the Company) of computer software products that enable voice
transmission over the Internet are operating as common carriers without
complying with various regulatory requirements and without paying certain
charges required by law. The ACTA petition argues that the FCC has the
authority to regulate both the Internet and the providers of Internet
"telephone" services and requests that the FCC declare its authority over
interstate and international telecommunications services using the Internet,
initiate rule-making proceedings to consider rules governing the use of
the Internet for the provision of telecommunications services, and order
providers of Internet "telephone" software to immediately cease the
sale of such software. The FCC has thus far not granted relief sought
under the ACTA Petition, however, any action taken by the FCC to grant
the relief sought by ACTA or otherwise to regulate use of the Internet
as a medium of communication, including any action to permit local
exchange carriers to impose additional charges for connections used
for Internet access, likely would have a material adverse effect on the
Company's business, financial condition and results of operations.

QUALITY OF INTERNET SERVICE.

A significant risk involves the stability of the Internet itself.
Many networks are able to provide more than five times the current
level of traffic. However, many other companies do not have this
capability, and as a result, the Internet as a whole may suffer from
poor service availability. If this occurs, the viability of Internet
Telephony will be negatively impacted.

DEPENDENCE UPON KEY PERSONNEL.

The continued success of the Company is substantially dependent
upon the efforts of the directors and executive officers of the
Company, in particular Glenn A. Smith, the Chief Executive Officer. The
Company currently has key man life insurance on Mr. Smith. The Company does
not have key man life insurance on any other personnel. The loss of the
services of any of its executive officers or other key employees could
have a material adverse effect on the Company's business, financial condition
and results of operations. The Company's future success also depends
on its continuing ability to attract and retain additional highly
qualified technical personnel. Competition for qualified personnel is
intense and there can be no assurance that the Company will be able to
attract, assimilate or retain qualified personnel in the future. The
inability to attract and retain the necessary technical and other
personnel could have a material adverse effect upon the Company's
business, operating results and financial condition.

10<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE.

Sales of a substantial number of shares of Common Stock in the
public market in or following the Offering could adversely affect the market
price for the Common Stock. Upon consummation of the Offering, the Company
will have a total of 14,643,162 shares of Common Stock outstanding (under
the assumptions described elsewhere in this Prospectus). Of these shares,
the 4,000,000 shares offered hereby will be freely tradable without
restrictions under the Securities Act. An additional 3,578,000 shares were
sold under an exemption from registration provided by Rule 504 promulgated
under the Securities Act and are freely tradeable. All of the remaining
shares are "restricted securities" as that term is defined by Rule
144 promulgated under the Securities Act and will be eligible for sale
in compliance with Rule 144 after they have been held two years by
nonaffiliates. There can be no assurance that an active trading market
for the Common Stock will develop or be sustained after the Offering.
Following the Offering, sales of substantial amounts of Common Stock in
the public market, pursuant to Rule 144, the Registration, or otherwise,
or even the potential of such sales, could adversely affect the prevailing
market price of the Common Stock and impair the Company' ability to
raise additional capital through equity issuances. See "Shares
Eligible for Future Sale."

As of the date of this Prospectus, options to purchase 1,493,000
shares of common stock and a warrant to purchase 5% of the outstanding shares
of Common Stock are issued and outstanding. Option exercise prices range
from $0.10 to $1.00, and all are currently exercisable. The warrant exercise
price is $0.01 per share of Common Stock and represents the right to
purchase 587,950 shares as of September 15, 1998.

INABILITY TO PREDICT TRAFFIC VOLUME.

The Company may enter into long-term agreements for leased
capacity in anticipation of traffic volumes which do not reach
expected levels and, therefore, may be obligated to pay for
transmission capacity without adequate corresponding revenues.
Conversely, the Company may underestimate its need for leased capacity
and, therefore, be required to obtain transmission capacity through
more expensive means. If the Company is unable to accurately project
its needs for leased capacity in the future, such inability may have a
material adverse effect on the Company's business and profitability.

DEPENDENCE ON OTHER CARRIERS.

The Company does not own any local exchange transmission
facilities or intra-national transmissional facilities in the
countries in which it intends to provide services (and does not intend
to construct or acquire any of its own local exchange transmission
facilities). Consequently, the Company must continue to rely on
providers of intra-national and local exchange transmission
facilities. All of the telephone calls made by the Company's customers
are and will continue to be connected through transmission facilities
that the Company leases. To the extent that the Company leases local
exchange facilities in the U.S. and other countries, there is
currently some uncertainty involving the prices and nature of such
facilities.

The Company generally leases lines on a short-term basis. These
include leases on a per-minute basis (some with minimum volume
commitments) and, where the Company anticipates higher volumes of
traffic, leases of transmission capacity for point-to-point circuits
on a monthly or longer-term fixed cost basis. The negotiation of lease
agreements involves estimates regarding future supply and demand for
transmission capacity as well as estimates of the calling patterns and
traffic levels of the Company's existing and future customers. When
excess transmission capacity is present, as was the case for many
years in the United States, lease rates have declined and short term
leases have been advantageous. Recently, capacity has been somewhat
constrained in the United States and the decline in lease rates has
slowed. As a result, longer term leases may become more attractive.
Should the Company fail to meet its minimum volume commitments
pursuant to long-term leases, it will be obligated to pay 'under-
utilization' charges. See "Inability to Predict Traffic Volume." For
these reasons, the Company would suffer competitive disadvantages if

11<PAGE>
it entered into leases with inappropriate durations or leases based on
per-minute charges for high volume routes (or leases with fixed
monthly rates for low volume routes), or if it failed to meet its
minimum volume requirements. The Company is also vulnerable to service
interruptions and poor transmission quality from leased lines. The
deterioration or termination of the Company's relationships with one
or more of its carrier vendors could have a material adverse effect
upon the Company's business, financial condition and results of
operations.

DEPENDENCE ON EFFECTIVE INFORMATION SYSTEMS; YEAR 2000 TECHNOLOGY
RISKS.

Sophisticated information systems are vital to the Company's
growth and its ability to monitor costs, bill and receive payments
from customers, reduce credit exposure, effect least cost routing and
achieve operating efficiencies. A failure of any of the Company's
current systems, the failure of the Company to implement or integrate
new systems without difficulty, if at all, the failure of any new
systems or the failure to upgrade systems as necessary could have a
material adverse effect on the Company, its financial condition and
the results of operations.

The Company is in the process of reviewing its computer systems
and operations to identify and determine the extent to which any
systems will be vulnerable to potential errors and failures as a
result of the "Year 2000" problem. The Year 2000 problem is the result
of the use by computer programs of two digits, rather than four
digits, to define the applicable year. Any of the Company's programs
that have time-sensitive software may recognize a date using "00" as
the year 1900 rather than the year 2000. This could result in a major
system failure or miscalculations.

RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS INCLUDED IN THIS
PROSPECTUS.

This Prospectus contains certain forward-looking statements
regarding the plans and objectives of management for future
operations, including plans and objectives relating to the development
of the Company's business. The forward-looking statements included
herein are based on current expectations that involve numerous risks
and uncertainties. The Company's plans and objectives are based on a
successful execution of the Company's business strategy and
assumptions that the Company will be profitable, that the market for
packetized voice transmission will not change materially or adversely,
and that there will be no unanticipated material adverse change in the
Company's operations or business. Assumptions relating to the
foregoing involve judgments with respect to, among other things,
future economic, competitive and market conditions and future business
decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond the control of the Company.
Although the Company believes that its assumptions underlying the
forward-looking statements are reasonable, any of the assumptions
could prove inaccurate and, therefore, there can be no assurance that
the forward-looking statements included in this Prospectus will prove
to be accurate. In light of the significant uncertainties inherent in
the forward-looking statements included herein, the inclusion of such
information should not be regarded as a representation by the Company
or any other person that the objectives and plans of the Company will
be achieved.

DIVIDEND POLICY

The Company has not declared or paid any cash dividend on its
Common Stock, and the Board of Directors intends to continue a policy
of retaining future earnings to finance the Company's growth and for
general corporate purposes, and, therefore, it does not anticipate
paying any cash dividends on Common Stock in the foreseeable future.

12
<PAGE>
CAPITALIZATION

The following table sets forth the short-term debt, long-term
debt and capitalization of the Company as of June 30, 1998, and pro
forma as adjusted to reflect (1) the conversion subsequent to June 30,
1998 of the Company's Series A Convertible Preferred Stock at a
conversion rate based on a $0.67 market price for the Common Stock
(averaged over a five-day period) into 2,296,212 shares of Common
Stock and, (2) the exercise of a warrant to purchase 587,950 shares of
Common Stock at an exercise price of $0.01 per share. This table
should be read in conjunction with the Financial Statements of the
Company and the related Notes thereto contained elsewhere in this
Prospectus.
<TABLE>
<CAPTION>

June 30, 1998
-----------------------------------
Actual Pro Forma
As Adjusted
----------- -------------
<S> <C> <C>
Current portion of long-term debt and capital lease
obligations<F1> $ 10,136 $ 10,136
---------- ----------
Long-term obligations, less current portion<F1> 300,000 300,000
Stockholders' equity:
Preferred Stock, par value $0.001 per share,
10,000,000 shares authorized; 1000 shares issued
and outstanding . . . . . . . . . . . . . . . . . . . 1 ---
Common Stock, par value $0.001 per share,
40,000,000 shares authorized; 11,759,000 shares
issued and outstanding; 14,643,162 shares issued
and outstanding, as adjusted . . . . . . . . . . . . . 11,759 14,643
Additional paid-in capital . . . . . . . . . . . . . . . 1,750,963 1,754,548
Retained earnings (deficit) (1,265,236) (1,265,236)
---------- ----------
Total stockholders' equity (deficiency) . . . . . . . 497,487 503,955
---------- ----------
Total capitalization . . . . . . . . . . . . . . . . $ 807,623 $ 814,091
========== ==========
_______________________
<FN>
<F1> See Note 3 of Notes to Consolidated Financial Statements for additional
information relating to the Company's debt.
</FN>
</TABLE>

13<PAGE>
CERTAIN MARKET INFORMATION

PRICE RANGE OF COMMON STOCK

The Company's Common Stock is traded over-the-counter and quoted
on the Bulletin Board under the symbol "ACCR" on a limited and
sometimes sporadic basis. The reported high and low bid and asked prices
for the Common Stock are shown below for the period through August 31,
1998. The prices presented are bid and asked prices which represent
prices between broker-dealers and do not include retail mark-ups and
mark-downs or any commission to the broker-dealer. The prices do not
necessarily reflect actual transactions. As of September 29, 1998
there were approximately 230 stockholders of record of the Common
Stock.
<TABLE>
<CAPTION>

BID ASK
-------------------- -------------------
LOW HIGH LOW HIGH
------ ------- ------ ------
<S> <C> <C> <C> <C>
1998
First Quarter $ 0.81 $ 1.38 $ 1.00 $ 1.56
Second Quarter $ 1.38 $ 4.06 $ 1.50 $ 5.13
Third Quarter (through August 31, 1998) $ 0.63 $ 1.88 $ 0.81 $ 2.19

14<PAGE>
BUSINESS

Access Power, Inc. was formed to offer Internet-based
communications products and services to the global marketplace. The
Company is one of the first companies to offer a means for voice and
multi-media communications over the Internet, a service which is
commonly referred to as Internet Protocol telephony or IP telephony.
The Company believes it is a leader in the U.S. in the deployment of
IP telephony gateways and in the offering of associated enhanced
communications services. Access Power currently has deployed its IP
telephony servers in ten major metropolitan service areas in the U.S.,
and it plans continued expansion in the U.S. and abroad throughout the
remainder of 1998 and 1999 to the extent it is financially able to do
so. See "Management's Discussion and Analysis." Its Canadian partner
is expected to be on line this year. Additional international
expansion will be pursued via joint venture and other business
arrangements throughout South America, Europe, Africa and the Pacific
Rim.

INDUSTRY BACKGROUND

Long distance telephone services have historically been offered
through public switched telephone networks (PSTN) mainly utilizing
lines established for that purpose. Although those systems are well
established in the US and many other parts of the world and the
service provided is usually of good quality, voice and message traffic
through those systems is subject to tariffs, and the technology
driving those systems does not have nearly the capability for the
innovative features potentially available through IP telephony. With
the advent of the Internet and its increasing popularity, however, the
stage is being set to permit the commercial development of an
alternative means of telecommunication using the connectivity of the
Internet to provide a new and cheaper pathway. With the development
of Internet Telephony software for the personal computer and the gateway
servers, the industry now has a viable means to provide workable products
in this field.

The emergence of the World Wide Web and the commercialization of
the Internet defined the potential for and has led to ever increasing
developments in the convergence of technologies involving computers
and telephones. The convergence that formed computer telephony
integration (CTI) in the 1980's has led to a new sector in the
communications industry, and is generally referred to as computer
telephony (CT) or Internet Telephony (IT). The global marketplace is
quickly becoming familiar with the Internet and it's value as a
communications mechanism, to date mainly with text graphics. Service
providers are expanding the Internet and users are demanding enhanced
services including voice, audio and video transmissions.

In the early 1990's applications allowing standard commercial
transmission of voice and audio using Internet protocols became
available enabling multi-media PC users to converse over the Internet.
This decade many companies have invested millions of dollars to
continue developing the applications that have improved the service
quality and lowered the implementation costs. The result has been the
emergence of a new communications sector, the Internet Telephony
Services Provider (ITSP), of which the Company was an early entrant.

The Company estimates there are less than 100 ITSP's
internationally and believes that with its strong domestic position
and international development it will continue to be an industry
leader with the potential to become a major participant in the
expanding global communications marketplace.
<PAGE>
THE ACCESS POWER SOLUTION

The Company is developing its Internet-based telephony service,
Access Power Advanced Communications(TM) ("APAC"), to provide a
domestic and international communications network allowing customers
to place calls through the Internet using traditional terminal
equipment. Unlike traditional long-distance telephone systems which
use switch based systems, the Company uses the Internet as the
backbone to complete the long distance connection. This eliminates
the fees associated with long distance carriers. The service allows

15<PAGE>
users to place long distance calls from their PC to an enabled PC for
free, or from their PC to a regular telephone at a significantly
reduced cost when compared to traditional long distance services.
APAC customers can take advantage of the cost savings associated with
the Internet-based telephony service even without a PC by placing a
regular telephone to regular telephone call through the Company's
network of gateway servers.

In addition to the cost savings associated with Internet
telephony, the Company's customers have the ability to use services
that are not available using the traditional public switched telephone
network. Such services include interactive document and data sharing
and multi-media data transmissions including video capability.
Accordingly, regional and multinational corporations can utilize a
single network integrating voice and data transmissions and realize
essentially free interoffice communication through IP telephony.

The Company is committed to establishing a worldwide network of
gateway servers to provide for its alternative long distance service.
The gateway servers deployed by the Company at strategic locations
will serve as a bridge for communications traffic to or from customers
in those geographic locations between the public switched telephone
network or a private branch exchange (PBX) and the Internet. The
gateway server converts voice transmission to data packets, using less
bandwidth and eliminating separate voice network costs.
Communications traffic from or to standard telephone equipment (such
as in phone-to-phone and PC to phone calling) involves local telephone
pathways and, for those destinations not currently served by a local
gateway server, traditional long distance lines (usually through a
wholesale arrangement) at each end with the Internet as the pathway in
between.

STRATEGY

The Company believes a significant commercial opportunity is
emerging from the application of Internet-based products and services
to the transmission of voice, video and facsimile through the use of
packetized Internet Protocol (IP) networks and corporate intranets.
The Company's objective is to be one of the world's leading providers
of international IP telephony products and services. The Company's
strategy to achieve that objective includes the continued expansion of
its international IP telephony gateway network through joint venture
partnerships and other business relationships in the targeted regions;
the leveraging of the network and its inherent low operating costs to
provide discount retail and wholesale international calling services;
the exploitation of new technology including e-button(TM) to penetrate
the international corporate market; and the continued development of
enhanced products and services that utilize the Company's
international IP telephony gateway server network.

Expansion of International IP Telephony Gateway Network
- -------------------------------------------------------

In April 1998, the Company entered into an agreement with Access
Power Canada, Inc. ("AP Canada") under which AP Canada would be
instrumental in developing an IP telephony network in that country.
AP Canada has the right to subfranchise the Company's Internet
telephony concept throughout Canada. AP Canada has expressed its
intentions to install servers in Toronto, Montreal, Vancouver and
Ottawa to offer businesses and residences calling options across the
entire country.

The agreed structure between the Company and AP Canada includes
uniform standards and procedures for business operations, network
deployment, technical management, billing, promotional programs,
customer development and private label products. While the agreement
allows AP Canada to act as a subfranchisor, the Company believes that
the owners of AP Canada are committed to developing the market
themselves and have no plans to sell areas or territories as
franchises.

The agreement with AP Canada provides for payments to the Company
based upon the number of lines deployed at U.S. $1,000 per line, but
not to exceed U.S. $3,570,000. The maximum payment is not guaranteed,
however, and the agreement contains various provisions for termination
and conditions to the payments. Under certain conditions, up to U.S.
$2,300,000 of the balance of AP Canada's maximum per line payment
obligation may become due notwithstanding less than full deployment of
the lines. Under the agreement, AP Canada also is liable to pay
royalties to the Company based on gross revenues from the sale of IP
telephony products or services.

16<PAGE>
The Company recently has entered into agency agreements with an
independent contractor in Denmark and China to market and sell the
Company's services in those countries.

Leverage the Low Operating Costs of the Company's Network
- ---------------------------------------------------------

IP telephony calls are treated as data communications and are not
subject to expensive access fees like standard long-distance calls.
This is especially significant when it comes to international calls,
where extra fees can be a significant addition to the cost of a call.
The Company's technology will enable it to offer international calling
at reduced costs to customers. The Company anticipates that joint
ventures and other business relationships it intends to create
overseas will focus on marketing and selling the Company's services in
the international market.

The Company feels that the future of telecommunications is in the
value of the enhanced services a provider offers and that long-
distance telephony as we know it today will become a low-priced
commodity. This is the very premise that the Company feels will
propel IP telephony into the mainstream of communications. IP
telephony by definition operates within computers, a medium which
allows for the development of sophisticated user applications that
will differentiate IP telephony from traditional telephony systems.

This cost structure of the Company's IP telephony network also
allows the Company to offer wholesale rates at prices below standard
telephony carriers. Targeted clients of Access Power wholesale
carrier services are international telephone companies wishing to
terminate calls in the United States and domestic and foreign prepaid
services companies. The domestic prepaid market is one of the fastest
growing markets of the telecommunications industry and is served by
over 400 providers. The Company believes that a majority of these
providers are small to mid-sized resellers without telephony
infrastructure, which, therefore, are likely to be incurring high
network costs. Access Power believes it is well positioned to offer
low cost carrier services to such providers.

Exploit E-Button and Continue Developing Enhanced Services that
- ---------------------------------------------------------------
Utilize the Company's Network
- -----------------------------

The Company is a re-seller of certain third-party software which
it markets to its customers under the product name "e-button." The
Company believes this product is the best of its kind available in the
marketplace today. Its size (300KB) is small and thus quick to
download and install and easy to use. See "--Products and Services; e-
button."

PRODUCTS AND SERVICES

In 1997 the Company became one of the first Internet Telephony
Service Providers (ITSP) in the world. It determined that network
expansion would best be accomplished by the Company's own deployment
of server hardware and through international joint venture or other
business arrangements aimed at expanding the Company's network.

The Company placed the first Access Power Internet telephony
gateway server on the market in August 1997. A gateway connects data
networks such as the Internet and corporate intranets to the public
telephone networks. The server has the capacity for twenty four lines
and can handle over 300,000 minutes of talk time per month. The
Company currently has ten such gateway servers, or 240 lines of
capacity, deployed, and it anticipates increasing the number of lines
installed in the near future by it or its business partners in the
United States, Canada, and other international markets.

17<PAGE>
Power provides gateway service. Currently, the Company has such
service available for calls to telephones in ten metropolitan cities
in the states of Arizona, Florida, Texas and Utah. Calls to other
locations may be made through the Company's services, but regular
long-distance services will be necessary to complete the call from the
location of one of the Company's gateway servers, and the cost to the
user is slightly higher. At this time, telephone to telephone calls
may only be originated at locations near to one of the Company's
gateways through a local call to the server.

Voice-over-IP service is a significant development in the highly
attractive and growing Internet industry. New applications are being
developed every day. The cost of computer processing is decreasing
and customer demand is increasing. IP systems are more economical,
have more features and may become more reliable than traditional
mechanisms. They will allow companies to act faster and close the gap
between themselves and their customers, employees and vendors.

To complement its service, the Company intends to offer its
customers two third-party software products: WebPhone and
net.caller(TM). Either software package will enable customers to
complete long distance communications using their personal computers
(multi-media configured, with a microphone and sound system). The
Company is a reseller of the multi-featured WebPhone software.
Net.caller, a more basic calling utility, when available, may be
downloaded without additional charge.

Phone-to-phone
--------------

The Company offers domestic long distance from its ten service
areas covering a population of over 10 million people to a regular
telephone anywhere in the United States. The Company plans to broaden
its services geographically in the United States as well as add
international calling destinations over time. Customers can register
for the service on the Company's Web site or call the Company office
and provide the required credit information. Customers pay a one-time
activation fee and are assigned a password. To use the service from
within one of the Company's service areas, the customer simply dials
the gateway from a telephone (a local call number), enters the
password, and then dials in the long distance number in the usual way.
Customers are not required to own computer equipment of any kind nor
do they need their own Internet access to use Access Power's phone-to-
phone service. The Company's phone-to-phone rates currently are 7
cents per minute to destinations anywhere in the United States.
Billing is performed at the end of each month by charging the
customer's credit card.

PC-to-phone
-----------

The Company's PC-to-phone service offers customers the ability to
call a regular telephone utilizing software installed on their multi-
media personal computer. To initiate the service, a customer
registers on the Company's Web site and downloads either net.caller or
WebPhone software.

WebPhone
--------

WebPhone functions just like a traditional telephone, but uses
software as the dialing mechanism. The software installation is
simple and once completed enables users to engage in long distance
voice communications between multi-media personal computers anywhere
in the world for only the cost of the software plus the user's
standard Internet access fee. More importantly, the software also
enables users to place calls from their PCs to any regular telephone
(PC-to-phone).

Upon installation of WebPhone software, the PC user may simply
dial up his or her local Internet Service Provider (ISP), WebPhone is
displayed on the monitor, and the user may proceed to join PC-to-PC
community chat rooms, create private rooms, dial directly to another
PC, or call a regular telephone using the APAC network. For some

18<PAGE>
customers, WebPhone could pay for itself within the first month of
usage through the avoidance of traditional long distance charges.
There are currently no access or tariff charges other than the monthly
charge from an Internet Service Provider (ISP). WebPhone and the
power of the gateway allow customers to do many things that simply
cannot be accomplished using PSTN.

WebPhone has the following features:

* Allows customers to communicate with users of traditional
telephone equipment through the APAC network;
* Call waiting, muting, holding, blocking, identification, and
screening;
* Full-duplex capabilities that enable real-time, two-way
conversations with WebPhone users worldwide;
* Voice Mail;
* Conference calling. Up to four simultaneous WebPhone users
may join a PC-to-PC multipoint conference;
* Direct calling allows the option of bypassing chat rooms to
speak directly with an individual; and
* Automatic Voice Activation that optimizes voice transmission
quality automatically.

WebPhone also includes a video component that allows users to
communicate face-to-face.

WebPhone is sold in English, Spanish and Portuguese. The current
users of WebPhone (estimated to be 600,000) will be solicited real-
time to activate an Access Power account in order to begin calling PC-
to-phone to anywhere in the United States for only 5 to 7 cents per
minute from anywhere in the world.

net.caller(TM)
--------------

Net.caller is a software product that is being built as a
modified or simpler WebPhone by NetSpeak Corporation, the owner and
developer of both software programs. It is designed for the Company's
customers who only need the basic PC-to-phone use. The Company is
planning to provide this product free of charge to encourage customers
to activate and use the Company's gateway service.

e-button(TM)
------------

The application of e-button software may differentiate Access
Power from many communications companies. Having e-button on their
Web site offers tremendous electronic commerce benefits to any company
with a traditional call-center. This technology allows consumers
using their multi-media PC to view a company's Web site to click the
e-button icon which (once installed on the consumer's PC) instantly
dials a designated representative of that company, usually someone
providing sales or support services. Access Power believes e-button
is the most advanced product of its kind. Its size (300KB) is small
and thus able to be quickly installed and easy to use. It is
downloaded and installed upon the first attempt to use it.

CUSTOMER SERVICE

The Company believes customer service is one of the Company's
greatest strengths. The customer service organization's leadership
team consists of proven professionals who have managed customer care
for some of the most demanding companies in the world. The Company's
sophisticated database and account tracking allows true "one-to-one"
service fulfillment and customer communication.

The Company has contracted with NetSpeak to provide technical
support for the WebPhone. The Company's operations and customer
service includes a call center and e-mail response, as well as the
mailing of correspondence.

19
<PAGE>
The Company is reducing the cost of the customer service
operations by using remote employees to assist with customer service
inquiries. The call handling customer support systems are being
developed to reside on the Company's Web site. All that a trained
representative needs to deliver customer support is a PC Internet
connection and password. Calls to a 1-800 number will be sent to the
appropriate customer service representatives. The representative and
the customer may jointly access the Company home page for information
on topics of interest.

Access Power has simplified the traditional telephone billing
process. Customers are not charged normal business services or
monthly fees. They are billed only when they use the service to place
calls, and then only for the minutes they have accumulated throughout
the month. Itemized billing or usage statements are available to
customers via the Company's Web site, and written invoices are
available upon request.

CUSTOMERS

While in its technical development and deployment stage, the
Company has done minimal marketing. It has acquired approximately
2,000 customers mostly through the Company's Web site. The Company
intends to focus its marketing efforts in the future on wholesale
customers.

COMPETITION

The Company has nearly two years of experience building and fine-
tuning one of the largest IP telephony networks in the United States.
Because of the experience it has gained to date, the Company believes
it has the ability to deploy its technology at a faster rate and with
less missteps than new entrants. The Company has basic billing
capabilities in place and has already begun to develop more
sophisticated billing capabilities to accommodate the more complex
commercial transactions in which it intends to engage. It also
already has in place, network management tools and a secure Web site
capable of taking new account orders in real-time.

The Company believes its competitive strength will lie in being
first to market with IP telephony services. It also believes it is
likely to move faster than a giant telephone company. The opportunity
to fully develop the market and establish momentum to capture market
share means, however, that the Company has to aggressively build its
customer base now. The Company's network must be expanded in order to
handle higher volumes of traffic. Dependency on traditional long
distance telephone lines to complete calls must be reduced to protect
margins. Customer acquisition programs need to be further developed
to grow the customer base.

Competition for the Company may be direct, such as other
companies that offer IP telephony services, or indirect, such as
companies that offer traditional or other alternative long distance
telephony services.

DIRECT COMPETITION

Recent studies show there are nearly 65 companies currently
offering IP telephony to their customers. Most of these companies are
either small start-up companies, or Internet Service Providers (ISP)
looking for enhanced services primarily designed to help customer
retention in support of their core business.

The Company believes that today the most developed Internet
Telephony Service Providers are IDT Corporation's Net2Phone
(www.net2phone.com) and RSL Communications, Ltd.'s Delta Three
(www.deltathree.com). Both IDT and RSL are current long distance
companies who have committed to IP telephony as an important element
of their future business. IDT is also a domestic ISP. Both Net2Phone
and RSL are believed to bill over a million minutes of IP telephony a
month. Neither company has the U.S. presence of Access Power,
appearing to focus rather on the near-term international long distance
profit opportunity. The Company believes that both companies are
generating the bulk of their IP revenues from the PC-to-phone market
with minimal networks built to support the same. Both companies seem
to rely heavily on their traditional PSTN long distance business to
make the limited PC-to-phone market viable.

20<PAGE>
The rest of the direct competition appears not nearly as
developed, but ITXC Corp. (www.itxc.com) is a competitor worthy of
mention.

The ITXC business model is to become a clearinghouse for ITSPs
all over the world that wish to become a global provider without
having to build out their own worldwide network. This means that ITXC
accepts calls originating from one ITSP, performs the routing, and
terminates the call on another participating ITSP network. ITXC's
business model has up to three different companies splitting consumer
revenue: the originating ITSP, the terminating ITSP and ITXC itself.
Access Power deems it more important to develop its own global
network, rather than join the ITXC program, so it can protect its
margins and maintain the assets of the network.

INDIRECT COMPETITION

All companies delivering long distance telephony through
traditional or other means are indirect competitors of Access Power,
at least for phone-to-phone and PC-to-phone services. Traditional
long distance telephone companies have the embedded customer base that
Access Power does not yet have, and they have the global network or
other arrangements for global access, and currently are in a better
position than Access Power for offering and delivering phone-to-phone
service. They may have difficulty competing on price with traditional
systems where Access Power service is available, however, and they
cannot in their traditional long distance service offer the full array
of enhanced services that Access Power can offer. Over time, they may
be unable to compete from a price standpoint, because IP telephony is
a cheaper technology and can support commodity pricing. More and more
indirect competitors will become direct competitors once they have
deployed IP telephony. This is the trend, and it is projected to
continue as long distance prices are forced down and IP telephony
becomes more fully developed.

The list of potential indirect competitors is immense, with
thousands of long distance companies, including resellers and calling
card distributors.

FUTURE COMPETITION

The most substantial competitors of Access Power are those
looming on the horizon. AT&T, the world's largest long distance
company has recently announced IP telephony trials in three U.S.
markets: Atlanta, San Francisco and Boston. They offer the service
at 8.5 cents per minutes to anywhere in the U.S. from any one of the
trial cities. If this trial is successful, AT&T will likely build out
their IP network and expand.

WorldCom, Inc. is a global business telecommunications company
and a potentially large provider of IP telephony. Operating in more
than 50 countries, the company is a provider of facilities-based and
fully integrated local, long distance, international and Internet
services. WorldCom would appear to have the total solution available
at its fingertips with ownership of MCI Telecommunications, Inc. and
UUNET Technologies. They have the network and they have the
customers.

All of the U.S. RBOCs (Regional Bell Operating Companies) have
either announced IP telephony testing or the Company expects they will
do so soon. IP telephony is a way to become a long distance carrier
without having to face FCC regulations. RBOCs also have the embedded
customer base, albeit regional in many cases, and generally have the
network to support IP telephony.

Qwest Communications International, Inc. (www.quest.com) is a
global communications company building a high-capacity, fiber optic,
Internet Protocol-based network designed to deliver the new generation
of multi-media, data and voice communications services and
applications. Slated for completion in the second quarter of 1999,
the Qwest domestic network will span 18,449 miles in 130 cities.
Internationally, Qwest is extending its network 1,400 miles into
Mexico, and has secured a significant amount of transatlantic capacity
enabling data and voice transmission between North America and Europe.

21<PAGE>
Qwest is both a looming competitor and potential supplier for
Access Power. Currently offering high-speed Internet access to 15
U.S. cities, and a stated future direction to provide video
conferencing, whiteboarding, multicasting, as well as dedicated and
virtual network applications, this company is in position to be a
dominant force in IP telephony and enhanced IP services.

SALES AND MARKETING

Access Power's market includes residential and business users of
advanced communications products and services. The services include
phone-to-phone communications, personal computer (PC) to phone
communications and PC-to-PC calling. For phone-to-phone and PC-to-
phone service, customers pay an activation fee and a per minute
charge. Access Power's current pricing for service is very
competitive and the Company is poised to balance new product
introductions with consumer demands and expectations. After a small
start up cost, the Company's long distance customers currently pay 5
to 7 cents per minute for PC-to-phone calling and 7 cents per minute
for phone-to-phone calling. For PC-to-PC calling, customers initially
purchase software from the Company but experience no additional costs
associated with long distance communications.

The Company's marketing strategy involves promoting advanced
Internet-based telecommunications products and services to both
businesses and consumers using market-specific sales methods developed
by the Company. The primary target market for these products and
services are the millions of consumers and business owners, from small
businesses to corporations, using the Internet.

Marketing will be accomplished through print advertising and
standard publicity methods as well as through Internet web sites.
Direct selling may be performed by direct mail campaigns, including e-
mail distributions. The Company may work with high technology
marketing firms to acquire customers through direct selling to
corporations, through trade show participation and through special
promotions.

The extent to which the Company is able to offer low
communication transmission rates affords the Company the opportunity
to enter the wholesale arena as well as the retail market. The
Company can offer telecommunications resellers bulk traffic rates at
highly competitive prices. By building partnerships and affiliations
with international resident partners, the Company will be able to
control its own network while benefiting from the regional awareness
and marketing of its partners.

ACCESS POWER MARKETING STRATEGY

Each of Access Power's products is targeted to a specific market.

The e-button will be sold to the business market that has a Web
site and call center. According to Internet research of which the
Company is aware, as of June 30, 1998 there were over 346,000
businesses worldwide who have a Web site. Many of these businesses
also have a call center for customer service, sales, or technical
support. The Company aims to capture a significant portion of this
business market for sales of the e-button product.

The target market for the Company's PC-to-phone and phone-to-
phone service is the small office and home office market. According
to the Bureau of Labor Statistics (BLS), there were more than 21
million persons who did some work at home as part of their primary job
as of May 1997. Nearly 9 out of l0 of these workers are in "white-
collar" occupations and 60% used a computer for the work they did at
home. The Company believes these are the early adopters of the
Company's technology, and they will be the primary target of marketing
campaigns. An ancillary market for Access Power phone-to-phone
service is the large, long-distance telephony consumer market.

22<PAGE>
ELECTRONIC COMMERCE (E-COMMERCE) AND INTERNET TELEPHONY

One of the key indicators for the Company's growth may be the
development of the Internet and Internet commerce. The Internet has
grown by over 100% per year since 1995. During 1996, commercial
transactions on the Web increased by 500%, and a similar increase
occurred in 1997.

E-button will create new options for the way Internet users
conduct commerce, i.e., by providing less costly, more sophisticated
communications support. The Company has established a Web site for
its own e-commerce. Customers simply provide credit card information
to order products and services.

Using the World Wide Web maximizes the Company's ability to sell
its products and services 24 hours a day, 365 days a year, while
minimizing the need for direct sales contact. Currently, the
Company's customers come to the Company's Web site through Internet
search engines and Internet hyperlinks. Transactions transpire and
payment is procured online, which in the end reduces the ultimate cost
of the sale. With the Web site as a storefront, overall sales
expenses of the Company are decreased.

END USER MARKET

The personal computer user is generally higher than average in
income and education, younger, white collar, and considered
"independent" and a "trendsetter." The most sought-after segment in
this group is the "digital citizen," that is, those "super connected"
with a PC, Internet access, and at least one other personal
telecommunications device (e.g., pager, cellular telephone, laptop,
etc.). This is a group committed to communicating on the Internet
whose current estimated population stands at over 15 million.

The Small Office/Home Office Market
- -----------------------------------

The Small Office/Home Office (SOHO) market segment accounts for a
significant portion of new company formations. The evolution of "work
life" will continue to grow the SOHO market as corporations attempt to
reduce operating costs and improve productivity with telecommuting and
"virtual offices." Self-employment will continue to grow, as a result
of downsizing and outsourcing, and as individuals become less
dependent on traditional career paths. The changing workplace demands
rapid telecommunications advancement with the SOHO segment believed to
be currently using the Internet in large numbers.

International Markets
- ---------------------

International opportunities are especially attractive for Access
Power. International growth of the Internet is believed to have
surpassed that of the United States, and by the year 2001, it is
projected that the international market will comprise a majority of
Internet telephony usage. Internet telephony's cost savings through
the avoidance of "settlement fees" will fuel this rapid expansion.
(Settlement fees are tariffs that foreign telephone companies charge
for access to their domestic networks.) The Company believes that the
biggest near-term revenue opportunities exist in the international
markets. A June 22, 1998 report, issued by Datamonitor, a global
strategic market analysis company, indicates that the international
voice market in particular presents a huge opportunity for Internet
telephony service providers. Profit margins are high for these
services. The report also indicates that IP telephony will account for
over l0 percent of international telephony traffic in Europe and the
U.S. by the year 2002.

FACILITIES

The Company headquarters, executive offices and customer service
center are located in facilities consisting of approximately 1,800
square feet in a 13,500 square foot office building in Ponte Vedra
Beach Florida. The three-year lease on the space started September
1997 and includes two successive extension options and first right of

23<PAGE>
refusal on 2,000 square feet of vacant contiguous space. The Company
believes the office space is adequate for its current needs.

The Company maintains its server hardware through co-location
arrangements with local exchange carriers at locations where the
Company desires to maintain a gateway. These facilities must be
climate controlled and offer the necessary telephone and electrical
power services, but the Company believes such facilities are generally
available from more than one source.

EMPLOYEES

As of September 11, 1998 the Company retained eleven full time
employees.

24<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THE FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION AND RESULTS
OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL
STATEMENTS AND NOTES THERETO AND THE OTHER FINANCIAL INFORMATION
INCLUDED ELSEWHERE IN THIS PROSPECTUS.

PLAN OF OPERATION

Overview
- --------

Access Power, Inc. was formed in 1996 to offer Internet-based
communications products and services in the U.S. and international
markets. The Company is creating a network of Internet gateway
servers to provide voice and multimedia communications services, more
commonly referred to as Internet Protocol telephony or IP telephony.
Access Power has deployed its servers in ten major metropolitan
service areas in the U.S., and it has plans for continued expansion
throughout the remainder of 1998 and all of 1999. The Company is
expanding its network technology in Canada through a master franchise
arrangement with Access Power Canada, Inc.

From its inception the Company has devoted most of its efforts to
technical analysis, development, procurement, implementation and
testing, and the establishment of the corporate and technical policies
and procedures necessary to support its business requirements. The
Company is a development stage operation.

Access Power's IP telephony gateway network allows the Company to
offer competitive call rates while providing premium communications
features. Access Power products and services are based on Personal
Computer ("PC")-to-PC, PC-to-Phone, and Phone-to-Phone communications.
Customers anywhere in the world can use their PC and software from the
Company to place a call to a telephone within one of the Company's
domestic service areas for 5 cents per minute or to a telephone
anywhere else in the United States for 7 cents per minute. In
addition, customers in one of the Company's service areas can make a
call with their telephone through the Company's service to another
telephone anywhere in the United States for 7 cents a minute without
the need for personal Internet access. The Company charges $20 for
account activation. Similar, low-cost pricing models are being
developed for the international markets.

The Company is a reseller of third-party PC telephone software
called WebPhone, and it is having a software product called "e-button"
developed for marketing to companies with Web sites. The e-button is
an icon residing on a Web site that connects a consumer browsing a Web
page to a company's call center. This technology allows corporate
customers to voice-activate their Web site, connecting consumers
directly with sales departments, customer service or technical
support.

While in its start-up and current development stages the Company
tested and preliminarily introduced certain products and services new
to both the Company and the communications industry. To date, the
Company has not realized revenues from sales of any products or
services in amounts necessary to support all of its cash operating
needs. Without additional outside funding, the Company will be unable
to carry out any of its expansion or marketing plans, and it may be
unable to continue operations.

Expansion Plans
- ---------------

The Company believes it must expand its gateway network and its
customer base to achieve profitability. During the next twelve
months, the Company intends to add ten more gateway servers in the
U.S. market, expanding its presence to twenty cities. The Company

25<PAGE>
purchased sufficient equipment in June 1998 to bring those sites on
line and pursue international expansion. The Company still owes in
excess of $1,000,000 for this equipment. The new U.S. sites will
increase the Company's U.S. capacity by 288 lines to 428 lines. It is
anticipated that the additional capacity will permit significant
growth in the volume of traffic handled by the Company's network, and
a commensurate increase in revenues.

The Company intends to expand its network internationally through
joint ventures and other business relationships, such as the one
currently in effect in Canada. Such expansion will increase the
Company's revenues without causing the Company to incur significant
capital expenditures. By selling the hardware and software necessary
for creating networks in other countries or regions to its business
partners, and through royalty or other fees from international traffic
realized through the international business expansion, the Company
expects to derive significant additional revenues over the next year
from international operations.

Software Sales
- --------------

To date, the Company has realized only small revenues from the
resale of software to its customers, and it does not expect such sales
to become a significant source of profit in the future. During the
next year, however, the Company does intend to aggressively market the
e-button software, and it expects to realize a fair amount of revenues
from those sales.

Marketing
- ---------

The Company has not yet engaged in any significant effort to
market its products and services. Over the next twelve months, the
Company intends to implement a comprehensive public relations and
marketing campaign along with establishing arrangements with
communications brokers or agents. Public relations and certain
marketing is expected to cost $50,000. Additional marketing may be
provided by a firm specializing in communications customer acquisition
and payment made on a per acquisition basis determined by the size of
the customer. International communications agents or brokers are
delivering wholesale traffic to the Company and will be compensated on
a commission basis. Without the benefit of significant marketing to
date, the Company already has attracted over 2000 customers to its
service just from the Company's Web site order process, test market
newspaper ads and word of mouth.

Raising Capital
- ---------------

The Company does not currently have the funds to remain in
operation or the capital to fund its current expansion and marketing
plans for the next twelve months. The Company anticipates that by the
end of that period it will be able to fund its operations from the
recurring revenue generated from network usage. To the extent such
recurring revenues fall short of the projected needs, the Company
would have to seek additional sources of outside funding.

RESULTS OF OPERATIONS

Six Months Ended June 30, 1998 Compared to Prior Periods
--------------------------------------------------------

Because the Company was organizing and not operating during the
first six months ended June 30, 1997, the Company believes a
comparison to the results from that period are of no informative
value.

Revenues and Cost of Revenues. The Company realized no revenues
- -----------------------------
from its inception through the end of fiscal year 1997. Through the
six months ended June 30, 1998, revenues increased by $225,325 due to
the initial fees received related to the Company's Canadian venture
($24,000), the sale of equipment to that venture ($188,092), and other
sales and services ($13,233). The cost of revenues increased for the
six months to $152,920 (or 68% of total revenues), which represented
the cost of equipment sold.

26<PAGE>

Operating Expenses. Product development and marketing expenses were
- ------------------
$456,348 for the six months ended June 30, 1998, an increase of more
than 1200% over such expenses for the twelve months ended December 31,
1997. This was due primarily to the development of the Company's
gateways in ten major metropolitan areas in the U.S. There were also
marketing efforts to develop a franchise effort in the U.S. and
internationally. These efforts resulted in a master franchise being
awarded to Access Power Canada and joint venture and agent discussions
being undertaken in Europe, Africa and the Pacific Rim. General and
administrative expenses increased 14% for the six months ended June
30, 1998 as compared to the twelve months ended December 31, 1997 as
the administrative structure was developed to serve the franchise and
customers being solicited.

LIQUIDITY AND CAPITAL RESOURCES

Since its inception, the Company has financed its operations
through the proceeds from the issuance of equity securities and loans
from stockholders. To date, the Company has raised approximately
$1,800,000 from the sale of common stock and preferred stock, and it
has borrowed approximately $310,000 from investors and stockholders.
Funds from these sources have been used as working capital to fund the
build-out of the Company's network and for internal operations,
including the purchases of capital equipment.

The Company generated negative cash flow from operating
activities for the period from inception (October 10, 1996) through
December 31, 1997. The Company realized cash from operating
activities for the six months ended June 30, 1998 from the sale of the
franchise to APC.

Investing activities for the period from inception through
December 31, 1997 consisted primarily of equipment purchases to build
out the initial network. Investing activities in the first six months
of 1998 increased by 150% over the entire period ended December 31,
1997 due to the replacement of the network infrastructure with new
technology. The Company currently has no commitment for capital
expenditures, but a significant amount would be expended if the
Company were to pursue its expansion plans.

The Company expects to invest approximately $2,000,000 over the
next twelve months in capital equipment for network expansion.

The Company's financing activities for the six month period ended
June 30, 1998 provided $1,143,866. Cash at the end of that period was
$190,368. As of September 25, 1998 the Company had cash of $63,700
and working capital of ($1,037,400). The Company is currently
expending approximately $150,000 per month, which amount includes
monthly co-location costs or network infrastructure, systems
maintenance and development, payments for equipment, general and
administrative costs. The Company believes that its cash used in
operating activities will increase over the next year. The Company
needs to raise additional funds through public or private financing.
The Company has no commitments for any additional financing, and there
can be no assurance that additional financing will be available as
needed or, if available, will be on terms acceptable to the Company.
Any additional equity financing may be dilutive to the Company's
existing stockholders, and debt financing, if available, may involve
pledging some or all of the Company's assets and may contain
restrictive covenants with respect to raising future capital and other
financial and operational matters.

The timing and amount of the Company's capital requirements will
depend on a number of factors, including demand for the Company's
products and services and the availability of opportunities for
international expansion through joint ventures or other business
relationships.

27
<PAGE>
YEAR 2000

Since its inception and as a development stage company the
Company has implemented solutions to the year 2000 problem as it has
built its systems solutions and developed its policies and procedures
for both technical and administrative purposes.

The Company believes it is in a high state of readiness regarding
year 2000 and is at minimal risk. Costs associated with year 2000
solutions are incorporated in all the Company's computer
administrative information systems and technical development.

As standard operating procedure the Company inquires as to the
readiness of any customers and suppliers in handling potential year
2000 problems.

The Company does not foresee substantial direct or indirect costs
associated with its implementation or any affiliates implementation of
year 2000 solutions.

There are no assurances that the Company and all of its key
suppliers, customers or third parties upon which it relies will
completely address and solve the potential problem and by not doing so
could result in an adverse material effect on the company, its
financial condition or results on operations.

28
<PAGE>
MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The executive officers and directors of the Company and their ages as
of September 25, 1998 are as follows:

Name Age Position
---- --- --------
Glenn A. Smith 42 President, Chief Executive Officer
and Director

Tod R. Smith 37 Chief Technology Officer, General
Counsel and Director

Maurice J. Matovich 39 Chief Operations Officer and Director

Howard Kaskel 52 Chief Financial Officer

GLENN A. SMITH has served as the President, Chief Executive Officer
and a director of Access Power, Inc. since the Company's formation in
1996. He has over twenty years experience in developing interactive
systems and Internet-based businesses and services. From 1992 to 1996
Mr. Smith was self-employed as a developer of advanced computer
telephony systems and services.

TOD R. SMITH has served as Chief Technology Officer, General Counsel
since 1998 and a director of the Company since 1997. Mr. Smith worked
at AT&T as a Technical Staff member specializing in computer consulting
and the development of software from 1988 to 1998.

MAURICE MATOVICH has served as Chief Operating Officer since 1998 and a
director for Access Power since 1997. Mr. Matovich served as a manager at
AT&T where he specialized in high-tech operations management, client
relations and shareholder relations from 1984-1997.

HOWARD KASKEL has served as the Chief Financial Officer for Access
Power since 1998. Mr. Kaskel also is currently a limited partner with
Tatum CFO Partners, LLP, a financial consulting firm. Mr. Kaskel
served as the Chief Financial Officer of DeFalco Advertising from 1996
to 1997 and as the Chief Financial Officer of Pinnacle Site
Development Inc. in 1998. Mr. Kaskel was a partner at Kaskel, Solwiel
& Associates, a financial consulting firm, from 1993 to 1996, where he
advised companies regarding acquisitions, divestitures and business
planning

29<PAGE>
EXECUTIVE COMPENSATION

The following table sets forth certain information regarding the
annual compensation for services in all capacities to the Company for
the year ended December 31, 1997 with respect to the Chief Executive
Officers:

Long-Term
Compensation
Awards
Annual Securities
Name and Compensation Underlying
Principal Position Salary Options(#)
------------------ ------ ------------

Glenn A. Smith, Chief
Executive Officer $96,000 100,000

STOCK OPTIONS

The following table summarizes certain information regarding
options to purchase Common Stock granted to the Chief Executive
Officer during the year ended December 31, 1997. The Company did not
grant any stock appreciation rights in 1997.

</TABLE>
<TABLE>
<CAPTION>

OPTION/SAR GRANTS IN LAST FISCAL YEAR
(Individual Grants)

Number Of Percent Of
Securities Total Options/
Underlying SARs Granted Exercise Or
Options/SARs To Employees Base Price
Name Granted (#) In Fiscal Year ($/Sh) Expiration Date
---- -------------- -------------- ----------- ---------------
<S> <C> <C> <C> <C>
Glenn A. Smith 100,000 13% $0.11 6/16/02
</TABLE>

The following table summarizes the number and value of
unexercised options held by the Chief Executive Officer as of December
31, 1997. The Chief Executive Officer did not exercise any options in
the year December 31, 1997.

FISCAL YEAR-END
OPTION VALUES

Number Of Securities
Underlying Unexercised Value of Unexercised
Options/SARs At In-The-Money Options/
FY-End (#) SARs At FY-End ($)
Exercisable/Unexercisable Exercisable/Unexercisable
------------------------- -------------------------
<S> <C> <C>
Glenn A. Smith 100,000 /0 $118,000/0 <F1>
<FN>
<F1> This value has been calculated based on the average of the last
bid and asked price of the Common Stock as quoted on the Bulletin
Board on December 31, 1997.
/FN
<PAGE>
EMPLOYMENT AGREEMENTS

The Company has entered into an employment agreement with Howard
Kaskel. The agreement provides that Mr. Kaskel will serve as Chief
Financial Officer of the Company on a part-time basis (three days
per week) for a base salary of $6,000 per month. Additional days
are paid at the rate of $500 per day. The agreement is terminable
by the Company upon thirty (30) days written notice with all payments
required pursuant to the agreement to be paid on or before the termination
date. The Company does not have employment agreements with any other of
its executive officers.

DIRECTORS COMPENSATION

The directors have not received compensation for their duties as
such, and the Company has no current plans to compensate directors for
serving on the Board in the future.

STOCK INCENTIVE PLAN

In June, 1997, the Company adopted its Stock Incentive Plan (the
"Plan") to provide selected employees and affiliates providing
services to the Company or its affiliates an opportunity to purchase
Common Stock of the Company. The Plan promotes the success and
enhances the value of the Company by linking the personal interests of
participants to those of the Company's stockholders, and by providing
participants with an incentive for outstanding performance. Awards
under the Plan may be structured as "incentive stock options" (ISOs)
as defined in Section 422 of the Internal Revenue Code of 1986, as
amended ("IRC"), for employees or as non-qualified stock options for any
participant.

The Plan, as amended, provides that the aggregate number of
shares of Common Stock with respect to which options may be granted
pursuant to the Plan shall not exceed 2,500,000 shares.

ISOs are subject to certain limitations prescribed by the IRC,
including the requirement that such options be granted with an
exercise price no less than the fair market value of the Common Stock
at the date of grant and that the value of stock with respect to which
ISOs are exercisable by a participant for the first time in any year
under the terms of the Plan (and any other incentive stock option
plans of the Company and its subsidiaries) may not exceed $100,000,
based on the fair market value of the stock at the date of grant. In
addition, ISOs may not be granted to employees who own more than 10%
of the combined voting power of all classes of voting stock of the
Company, unless the option price is at least 110% of the fair market
value of the Common Stock subject to the option and unless the option
is exercisable for no more than five years from the grant date.

The compensation committee of the Board of Directors of the
Company has discretion to set the terms and conditions of options,
including the term, exercise price and vesting conditions, if any, to
determine whether the option is an ISO or a non-qualified stock
option, to select the persons who receive such grants and to interpret
and administer the Plan.

As of the date of this Prospectus, options to purchase an
aggregate of 1,683,000 shares of Common Stock have been granted under
the Plan and were outstanding, including options for 200,000 shares
of Common Stock issued to Glenn A. Smith Mr. Smith's options have an

31
<PAGE>
exercise price of $0.11 per share for 100,000 shares and $1.00 per share
for 100,000 shares.

PRINCIPAL AND SELLING STOCKHOLDERS

The table below sets forth certain information regarding the
beneficial ownership of the Common Stock, as of September 15, 1998 by
(i) each person known to the Company to be the beneficial owner of
more than 5% of the outstanding shares of Common Stock, (ii) each
director of the Company and the Chief Executive Officer, (iii) all
directors and executive officers of the Company as a group, and (iv)
the Selling Stockholders. Unless otherwise indicated, each of the
stockholders listed below has sole voting and investment power with
respect to the shares beneficially owned.

32<PAGE>

</TABLE>
<TABLE>
<CAPTION>

Shares Beneficially Owned Shares Beneficially
Prior to the Offering Owned
After the Offering
------------------------- ---------------------
Number
of Shares
Beneficial Owner Number Percent to be Sold Number Percent
---------------- --------- -------- ---------- --------- --------
<S> <C> <C> <C> <C> <C>
Glenn A. Smith <F1> 3,007,600 25.1% 50,000 2,957,600 24.7%
Mike Pitts <F2> 2,912,800 24.4 150,000 2,762,800 23.1
Tod R. Smith <F3> 840,000 7.0 -- 840,000 7.0
Maurice Matovitch <F3> 579,000 4.8 -- 579,000 4.8
Edwards Capital Corporation <F4> 114,811 1.0 114,811 -- --
Jimmy Dean Dowda <F4> 57,405 * 57,405 -- --
Olympus Capital, Inc. <F5> 978,674 7.8 978,674 -- --
Hyman & Ethel Schwartz <F5> 584,242 4.8 584,242 -- --
Frederick Lenz <F4> 57,405 * 57,405 -- --
Arnold Zousmer <F4> 688,863 5.5 688,863 -- --
John T. Mitchell <F4> 57,405 * 57,405 -- --
Bruce R. Knox <F4> 57,405 * 57,405 -- --
Subramanian Sundaresan 50,000 * 50,000 -- --
Inman Company <F6> 612,950 5.0 612,950 -- --

All directors and executive officers as a 4,476,600 36.1 50,000 4,426,600 35.6
group (4 persons)<F7> ========= ==== ======= ========= ====

____________________
*Less than 1%.
<FN>
<F1> Includes 30,400 shares of Common Stock held for a minor child and
210,000 shares subject to presently exercisable options.
<F2> Includes 20,000 shares of Common Stock held in a custodial
account for a minor child and 200,000 shares subject to presently
exercisable options.
<F3> Includes 200,000 shares subject to presently exercisable options.
<F4> Shares of Common Stock issuable upon conversion of all shares of
Preferred Stock held by such stockholder based upon a five-day
average share price of $0.67. The number of shares to be sold is
subject to adjustment to reflect the effect of the market price of the
Common stock at the time of conversion on the conversion rate under
a formula. See "Description of Capital Stock Preferred Stock."
<F5> Includes shares of Common Stock issuable upon conversion of all
shares of Preferred Stock held by such stockholder based upon a
five-day average share price of $0.67. The number of shares to be sold
is subject to adjustment to reflect the effect of the market price of
the Common stock at the time of conversion on the conversion rate
under a formula. See "Description of Capital Stock Preferred Stock."
<F6> Includes 587,950 shares of Common Stock issuable upon exercise of
a warrant to purchase up to 5% of the Company's outstanding
Common Stock at the time of exercise, assumed to be September 15,
1998 for purposes of this table.
<F7> Includes an aggregate of 660,000 shares of Common Stock subject
to presently exercisable options.
</FN>
</TABLE>

33<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

Prior to the offering, there has been only limited over-the-counter
trading of the Common Stock of the Company by certain market makers who
have registered to enter "on the Common Stock on the OTC Bulletin Board.
The Company has no plans to list the Common Stock on NASDAQ on any
securities exchange. Sales of substantial amounts of shares of the
Company's Common Stock in the public market following the offering,
or the perception that such sales could occur could adversely affect
the market price of the Common Stock prevailing from time to time and
could impair the Company's ability to raise capital in the future
through sales of its equity security at a time and price which deems
appropriate.

Assuming conversion of the Series A Preferred Stock and all
outstanding warrants, the Company will have a total of
14,643,162 shares of Common Stock outstanding.<F1> Of these shares,
the 4,000,000 shares of Common Stock registered for sale by the
Selling Stockholders and 3,578,000 shares of Common Stock
previously sold by the Company pursuant to an exemption under
Regulation 504 will,after the offering, be freely tradable without
restriction or further registration under the Securities Act, except
that any shares purchased by "Affiliates" of the Company, as that term
is defined in Rule 144 ("Rule 144") under the Securities Act ("Affiliates"),
may generally only be sold in compliance with Rule 144 described below.
The remaining shares of Common Stock are "Restricted Securities" as defined
in Rule 144. Restricted Securities may be sold in the public market only
if registered or if they qualify for an exemption from registration under
Rules 144 or 701 under the Securities Act, which rules are summarized
below.

[FN]
<F1> Assumes the conversion of all outstanding shares of Preferred Stock
into 2,296,212 shares of Common Stock based on a conversion rate, as set
forth in the formula described in "Preferred Stock" below and an average
market price of Common Stock at $0.67. Also assumes exercise of the
floating 5% warrant as of September 15, 1998.
</FN>

SALES OF RESTRICTED SECURITIES

In general, under Rule 144 as currently in affect, beginning
ninety (90) days after the effective date of this Prospectus, a person
(or persons who share or aggregated) who have beneficially owned
Restricted Securities for at least one year, including a person who
may be deemed an Affiliate of the Company, is entitled to sell, within
a three-month period, a number of shares of Common Stock of the
Company that does not exceed the greater of one percent of the then-
outstanding shares of Common Stock (approximately 146,432
shares after given affect to the offering) and the average weekly
reported trading volume of the Company's Common Stock during the four
calendar weeks preceding such sale. Sells under Rule 144 are subject
to certain restrictions relating to manner of sell, notice and
availability of current public information about the Company. In
addition, under Rule 144(k), a person who is not an Affiliate and has
not been an Affiliate at any time during the ninety days preceding a
sell, and who has beneficially owned shares for at least two years,
would be entitled to sell such shares immediately following the
offering, without regard to the volume limitations, manner of sale
provisions or notice or other requirements of Rule 144. After the
offering no shares will be available for sale in the public market
for a period of time exceeding 90 days under Rule 144(k). In meeting
the one-and two-year holding periods described above, the holder of
Restricted Securities can include the holding periods of a prior owner who
is not an Affiliate. The one-and two-year holding periods described above
do not begin to run until the full purchase price or other considerations
paid by the person acquiring the Restricted Securities from the issuer
or/an Affiliate.

Rule 701 under the Securities Act provides that shares of Common
Stock acquired on the exercise of outstanding options may be resold by
persons other than Affiliates, beginning ninety days after the date of
this Prospectus, subject only to the manner of sale provisions of Rule
144, and by Affiliates under Rule 144 without compliance with its one-
year minimum holding period, subject to certain limitations.

<PAGE>
DESCRIPTION OF CAPITAL STOCK

Upon consummation of the Offering, the authorized capital stock
of the Company will consist of 40,000,000 shares of Common Stock,
$0.001 par value and 10,000,000 shares of preferred stock, $0.001 par
value, of which 1000 shares has been designated as Series A Convertible
Preferred Stock.

The following summary of the Company's capital stock does not
purport to be complete and is qualified in its entirety by reference
to the Articles of Incorporation, as amended and restated, and Bylaws,
as amended and restated, of the Company that are included as exhibits
to the Registration Statement of which this Prospectus forms a part,
and the applicable provisions of the Florida Business Corporation
Act.

COMMON STOCK

Holders of Common Stock are entitled to one vote per share on any
issue submitted to a vote of the stockholders and do not have
cumulative voting rights in the election of directors. Accordingly,
the holders of a majority of the outstanding shares of Common Stock
voting in an election of directors can elect all of the directors then
standing for election, if they choose to do so. Subject to any
outstanding shares of Preferred Stock, all shares of Common Stock are
entitled to share equally in such dividends as the Board of Directors
of the Company may, in its discretion, declare out of sources legally
available therefor. See "Dividend Policy." Upon dissolution,
liquidation, or winding up of the Company, holders of Common Stock are
entitled to receive on a ratable basis, after payment or provision for
payment of all debts and liabilities of the Company and any
preferential amount due with respect to outstanding shares of
Preferred Stock, if any, all assets of the Company available for
distribution, in cash or in kind. Holders of shares of Common Stock
do not have preemptive or other subscription rights, conversion or
redemption rights, or any rights to share in any sinking fund. All
currently outstanding shares of Common Stock are fully paid and
nonassessable.

PREFERRED STOCK

The Company has issued one series of preferred stock consisting
of 1,000 shares of Series A Convertible Preferred Stock (the
"Preferred Stock"). In the event of any liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary, the
Preferred Stockholders shall be entitled to receive an amount equal
to One Thousand Five Hundred ($1,500.00) Dollars per share. In the
event the assets of the Company available for distribution to its
stockholders are insufficient to pay the full preferential liquidation
amount per share required to be paid to the Company's Preferred
Stockholders, the entire amount of assets of the Company available for
distribution to stockholders shall be paid up to their respective full
liquidation amounts first to the Preferred Stockholders, all of which
amounts shall be distributed ratably among holders of Preferred Stock,
and the common stock shall receive nothing. Each share of Preferred Stock
shall be convertible into a number of shares of Common Stock of the Company
equal to the quotient obtained by dividing $1,000 by the lower of (i)
Sixty-five (65%) of the average market price of the Common Stock for the
five trading days immediately prior to the conversion date or (ii) $3.00,
increased proportionately for any reverse stock split and decreased
proportionately for any forward stock split or stock dividend. The
market price shall be the average of the closing bid prices of the
Common Stock, as quoted on the Bulletin Board over the five trading days
prior to the date of conversion.

34
<PAGE>
CERTAIN PROVISIONS OF THE ARTICLES AND BYLAWS

The Company's Amended and Restated Bylaws ("Bylaws") contain
certain provisions, described below, that could delay, defer or
prevent a change in control of the Company if the Board determines
that such a change in control is not in the best interests of the
Company and its stockholders, and could have the effect of making it
more difficult to acquire the Company or remove incumbent management.

Classified Board. Under the Company's Bylaws, the Board of
----------------
Directors of the Company is divided into three classes, with staggered
terms of three years each. Each year the term of one class expires.
The Bylaws provide that any director may be removed from office, but
only for cause by an affirmative vote of at least two-thirds of the
outstanding capital stock entitled to vote in the election of
directors. The Bylaws also provide that any vacancies on the Board of
Directors shall be filled only by the affirmative vote of a majority
of the directors then in office, even if less than a quorum.

Special Voting Requirements. The Company's Bylaws provide that
---------------------------
all actions taken by the stockholders must be taken at an annual or
special meeting of the stockholders or by unanimous written consent.
The Bylaws provide that special meetings of the stockholders may be
called by only a majority of the members of the Board of Directors.
Under the Company's Bylaws, stockholders will be required to comply
with advance notice provisions with respect to any proposal submitted
for stockholder vote, including nominations for elections to the Board
of Directors. The Bylaws of the Company contain provisions requiring
the affirmative vote of the holders of at least two-thirds of the
outstanding shares of each class and series, if any, of capital stock
of the Corporation entitled to vote in the election of directors cast
at a meeting of the stockholders for that purpose.

Indemnification and Limitation of Liability. The Florida
-------------------------------------------
Business Corporations Act (the "Florida Act") authorizes Florida
corporations to indemnify any person who was or is a party to any
proceeding (other than an action by, or in the right of, the
corporation), by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation or other entity, against
liability incurred in connection with such proceeding, including any
appeal thereof, if he or she acted in good faith and in a manner he or
she reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct
was unlawful. In the case of an action by or on behalf of a
corporation, indemnification may not be made if the person seeking
indemnification is adjudged liable, unless the court in which such
action was brought determines such person is fairly and reasonably
entitled to indemnification. The indemnification provisions of the
Florida Act require indemnification if a director or officer has been
successful on the merits or otherwise in defense of any action, suit
or proceeding to which he or she was a party by reason of the fact
that he or she is or was a director or officer of the corporation.
The indemnification authorized under Florida law is not exclusive, and
is in addition to any other rights granted to officers and directors
under the Articles of Incorporation or Bylaws of the corporation or
any agreement between officers and directors and the corporation. A
corporation may purchase and maintain insurance or furnish similar
protection on behalf of any officer or director against any liability
asserted against the officer or director and incurred by the officer
or director in such capacity, or arising out of the status, as an
officer or director, whether or not the corporation would have the
power to indemnify him or her against such liability under the Florida
Act. The Company's Bylaws provide for the indemnification of
directors and executive officers of the Company to the maximum extent
permitted by Florida law and for the advancement of expenses incurred
in connection with the defense of any action, suit or proceeding that
the director or executive officer was a party to by reason of the fact
that he or she is or was a director or executive officer of the
Company upon the receipt of an undertaking to repay such amount,
unless it is ultimately determined that such person is not entitled to
indemnification. Under the Florida Act, a director is not personally
liable for monetary damages to the Company or any other person for
acts or omissions in his or her capacity as a director except in
certain limited circumstances such as certain violations of criminal
law and transactions in which the director derived an improper person
benefit. As a result, stockholders may be unable to recover monetary
damages against directors for actions taken by them which constitute
negligence or gross negligence or which are in violation of their
fiduciary duties, although injunctive or other equitable relief may be
available. The foregoing provisions of the Florida Act and the Bylaws
could have the effect of preventing or delaying a person from
acquiring or seeking to acquire a substantial equity interest in, or
control of, the Company.

35<PAGE>
Such indemnification may be available for liabilities arising in
connection with this Offering. Insofar as indemnification for
liabilities under the Securities Act may be permitted to directors,
officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that, in the opinion of the
Commission, such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable.

Amendments of the Articles and Bylaws. Certain provision of the
--------------------------------------
Articles and Bylaws, including those pertaining to a classified board,
special meetings of stockholders, removal of directors and director
liability and indemnification, may be amended only by the affirmative
vote of two-thirds of the shares of the capital stock of the Company
entitled to vote in the election of directors.

CERTAIN STATUTORY PROVISIONS

The Florida Act provides for special voting requirements to
approve affiliated transactions unless the transaction falls under one
or more enumerated exceptions.

REGISTRATION RIGHTS

The Company granted shares of the Preferred Stock certain
registration rights. Such registration rights grant the holders
thereof the right to have the Company file a registration statement
covering the resale of shares of Common Stock received upon conversion
of the Preferred Stock.

TRANSFER AGENT

The Transfer Agent and Registrar for the Common Stock is Atlas
Stock Transfer & Trust Company, Salt Lake City, Utah.

LEGAL MATTERS

The validity of the Common Stock being offered hereby is being passed
upon for the Company by Kilpatrick Stockton LLP, Atlanta, Georgia.

EXPERTS

The financial statements of the Company at December 31, 1997 and
for the year ended December 31, 1997 and the period from the Company's
inception appearing in this Prospectus and the Registration Statement
have been audited by Parks, Tschopp, Whitcomb & Orr independent auditors,
as indicated in their report thereon appearing herein and in the Registration
Statement, and are included in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed with the Commission a Registration
Statement on Form SB-2 under the Securities Act with respect to the
Common Stock offered hereby. As used herein, the term "Registration
Statement" means the initial Registration Statement and any and all
amendments thereto. This Prospectus, which is a part of the
Registration Statement, does not contain all of the information set
forth in the Registration Statement and the exhibits thereto. For
further information with respect to the Company and the Common Stock,
reference is made to the Registration Statement, including the

36<PAGE>
exhibits and schedules thereto. Statements contained in this
Prospectus concerning the contents of any contract or any other
document are not necessarily complete and such instance reference is
made to such contract or other document filed with the Commission as
an exhibit to the Registration Statement. Each such statement is
qualified in its entirety by such reference.

A copy of the Registration Statement, including the exhibits
thereto, may be inspected without charge at the Public Reference
section of the commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the following regional
offices of the Commission: New York Regional Office, Seven World
Trade Center, 13th Floor, New York, New York 10048; and Chicago
Regional Office, 500 West Madison Street, Suite 1400, Chicago,

37<PAGE>
Illinois 60661. Copies of the Registration Statement and the
exhibits and schedules thereto can be obtained from the Public
Reference Section of the Commission upon payment of prescribed fees,
or at the Commission's web site at http://www.sec.gov.

Prior to filing the Registration Statement of which this
Prospectus is a part, the Company was not subject to the reporting
requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Upon effectiveness of the
Registration Statement, the Company will become subject to the
informational and periodic reporting requirements of the Exchange Act,
and in accordance therewith, for a period of up to one year will file
periodic reports, proxy statements, and other information with the
Commission. Such periodic reports, proxy statements, and other
information will be available for inspection and copying at the public
reference facilities and other regional offices referred to above.

38
<PAGE>
INDEX TO FINANCIAL STATEMENTS

Page
----

Report of Independent Accountants...................................... F-2

Financial Statements:

Year Ended December 31, 1997 (Audited)

Balance Sheet at December 31, 1997 .................................... F-3

Statements of Operations For the year ended December 31, 1997
and the (date of inception) through December 31, 1996;
October 10, 1996 (date of inception) through
December 31, 1997 ................................................... F-4

Statements of Stockholders' Equity For the year ended
December 31, 1997 and the period from October 10, 1996
(date of inception) through December 31, 1997 ...................... F-5

Statements of Cash Flows For the year ended December 31, 1997
and the period from October 10, 1996 (date of inception)
through December 31, 1996 and the cumulative period from
October 10, 1996 (date of inception) through
December 31, 1997 .................................................. F-6

Notes to Financial Statements from October 10, 1996
(date of inception) to December 31, 1997 ........................... F-7

Quarter Ended June 30, 1998 (Unaudited):

Balance Sheet (June 30, 1998 - Unaudited)
and December 31, 1997 .............................................. F-10

Statement of Operations For the six months ended
June 30, 1998 (unaudited) and the year ended
December 31, 1997 .................................................. F-11

Statement of Stockholder's Equity For the six months
ended June 30, 1998 (unaudited) and the year ended
December 31, 1997 .................................................. F-12

Statement of Cash Flows For the six months ended June 30, 1998
(unaudited) and the year ended December 31, 1997 ................... F-13

Notes to Financial Statements - June 30, 1998 and
December 31, 1997 .................................................. F-14

F-1<PAGE>

Independent Auditors' Report
----------------------------

The Board of Directors
Access Power, Inc.:

We have audited the accompanying balance sheet of Access Power, Inc.
(a development stage company) as of December 31, 1997, and the related
statements of operations, stockholders' equity, and cash flows for the
year then ended, the period from October 10, 1996 (date of inception)
through December 31, 1996 and the cumulative period from October 10,
1996 (date of inception) through December 31, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements
based on our audit.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Access
Power, Inc. (a development stage company) as of December 31, 1997, and
the results of its operations and its cash flows for the year ended,
the period from October 10, 1996 (date of inception) through December
31,1996 and the cumulative period from October 10, 1996 (date of
inception) through December 31, 1997, in conformity with generally
accepted accounting principles.

April 1, 1998

F-2
<PAGE>

ACCESS POWER, INC.
(A Development Stage Company)

Balance Sheet

December 31, 1997
<TABLE>
<CAPTION>

Assets
------
<S> <C>
Current assets:
Cash $ 54,086
Accounts receivable 9,596
Note receivable, shareholder 24,096
-----------
Total current assets 87,778
-----------

Property and equipment, net (note 2) 392,592

Other assets 16,834
-----------

Total assets $ 497,204
===========

Liabilities and Stockholders' Equity
------------------------------------

Current liabilities:
Accounts payable and accrued expenses $ 350
Notes payable, shareholders (note 3) 10,136
-----------

Total current liabilities 10,486
-----------
Stockholders' Equity:
Common stock, $.001 par value, authorized 40,000,000 shares, issued
and outstanding 11,484,000 shares. 11,484
Additional paid in capital 907,373
Preferred stock, $.001 per value, authorized 10,000,000 shares, no
shares issued -
Deficit accumulated during the development stage (432,139)
-----------

Total stockholders' equity 486,718
-----------
Commitments (notes 3 and 4)

Total liabilities and stockholders' equity $ 497,204
==========
</TABLE>
See accompanying notes to financial statements.

F-3<PAGE>
ACCESS POWER, INC.
(A Development Stage Company)
<TABLE>
<CAPTION>

Statements of Operations

For the year ended December 31, 1997 and the
(date of inception) through December 31, 1996
October 10, 1996 (date of inception) through December 31, 1997

For the period For the period
October 10, 1996 October 10,1996
For year ended through through
December 31, 1997 December 31, 1996 December 31, 1997
----------------- ----------------- -----------------

<S> <C> <C> <C>
Revenues - - -

Costs and expenses:
Product development and marketing $ 34,636 2,848 37,484
General and administrative 391,520 2,853 394,373
------------ ----------- ------------

Total costs and expenses 426,156 5,701 431,857
------------ ----------- ------------

Other income (expense)
Interest income 1,888 - 1,888
Interest expense (2,170) - (2,170)
------------ ----------- ------------

Total other income (expense) (282) - (282)
------------ ----------- ------------
Net loss $ (426,438) (5,701) (432,139)
============ =========== ============

</TABLE>

See accompanying notes to financial statements.

F-4<PAGE>
ACCESS POWER, INC.
(A Development Stage Company)

Statement of Stockholders' Equity
<TABLE>
<CAPTION>

For the year ended December 31, 1997 and the period from October 10, 1996
(date of inception) through December 31, 1997

Additional Total
Common Stock Paid in Accumulated Stockholders'
Shares Amount Capital Deficit Equity
------ ------ ---------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Common stock issued to founding directors 8,000,000 $ 8,000 $ (7,200) - 800

Net loss - - - (5,701) (5,701)
----------- --------- --------- -------- ---------

Balances at December 31, 1996 8,000,000 8,000 (7,200) (5,701) (4,901)

Common stock issued for cash 3,484,000 3,484 989,573 - 993,057

Stock issuance cost - - (75,000) - (75,000)

Net loss - - - (426,438) (426,438)
----------- --------- --------- -------- ---------

Balances at December 31, 1997 $11,484,000 $ 11,484 $ 907,373 (432,139) 486,718
=========== ========= ========= ======== ========
</TABLE>

See accompanying notes to financial statements.

F-5
<PAGE>
ACCESS POWER, INC.
(A Development Stage Company)
<TABLE>
<CAPTION>

Statements of Cash Flows

For the year ended December 31, 1997 and the period from October 10, 1996
(date of inception) through December 31, 1996 and the cumulative period from October 10, 1996
(date of inception) through December 31, 1997

For the period from For the period
October 10, 1996 October 10, 1996
For the year ended through through
December 31, 1997 December 31, 1996 December 31, 1997
------------------ ------------------- -----------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (426,438) (5,701) (432,139)
Adjustments to reconcile net loss to net cash
used in operating activities:

Depreciation and amoritization 26,757 256 27,013
Change in operating assets and liabilities:
Accounts receivable (9,596) - (9,596)
Accounts payable 350 - 350
Other assets (20,000) - (20,000)
----------- --------- ----------
Net cash used in operating activities (428,927) (5,445) (434,372)
----------- --------- ----------

Cash flows from investing activities:
Purchase of property and equipment (406,154) (10,285) (416,439)
Note receivable (19,001) (5,095) (24,096)
----------- --------- ----------

Net cash used in investing activities (425,155) (15,380) (440,535)
----------- --------- ----------

Cash flows from financing activities:
Proceeds from issuance of common stock 918,057 800 918,857
Proceeds from issuance of notes payable - 20,025 20,025
Principal payments on notes payable (9,889) - (9,889)
----------- --------- ----------

Net cash provided by financing activities 908,168 20,825 928,993
----------- --------- ----------

Net increase in cash 54,086 - 54,086

Cash, at beginning of period - - -
----------- --------- ----------

Cash at end of period $ 54,086 - 54,086
=========== ========= ==========
</TABLE>

See accompanying notes to financial statements.

F-6
<PAGE>
ACCESS POWER, INC.
(A Development Stage Company)

Notes to Financial Statements

Period from October 10, 1996 (date of inception) to December 31, 1997

(1) Summary of Significant Accounting Policies
------------------------------------------

(a) Nature of development stage operations
--------------------------------------

Access Power, Inc., (API or the Company) was formed on October 10,
1996. The Company offers Internet Telephony (IT) which will
provide advanced computer telephony solutions to the global
consumer market place, with an emphasis on marketing to the small
office and home office worker.

Operations of the Company through the date of these financial
statements have been devoted primarily to product development and
marketing, raising capital, and administrative activities.

(b) Property and equipment
----------------------

Property and equipment are recorded at cost and depreciated over
the estimated useful lives of the assets which range from three to
five years, using the straight-line method.

Organization costs are amortized over a five-year period using the
straight-line method.

(d) Income taxes
------------

Deferred tax assets and liabilities are recognized for the future
tax consequences attributable to temporary differences between the
financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and operating loss and
tax credit carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled. Changes in tax rates are
recognized in the period that includes the enactment date.

F-7<PAGE>
(Continued)

ACCESS POWER, INC.
(A Development Stage Company)

Notes to Financial Statements

Period from October 10, 1996 (date of inception) to December 31, 1997

(1), CONTINUED

Development stage operations for the period ended December 31, 1997
resulted in a net operating loss. It is uncertain whether any tax
benefit of net operating loss will be realized in future periods.
Accordingly, no income tax provision has been recognized in the
accompanying financial statements. At December 31, 1997, the
Company has net operating loss carryforwards of approximately
$432,000, which will expire in years beginning in 2011.

(e) Financial Instruments Fair Value, Concentration of Business and
Credit Risks
---------------------------------------------------------------

The carrying amount reported in the balance sheet for cash,
accounts and notes receivable, accounts payable and accrued
expenses approximates fair value because of the immediate or short-
term maturity of these financial instruments. The carrying amount
reported in the accompanying balance sheet for notes payable
approximates fair value because the actual interest rates do not
significantly differ from current rates offered for instruments
with similar characteristics. Financial instruments, which
potentially subject the Company to concentrations of credit risk,
consist principally of accounts and note receivable which amounts
to approximately $30,000. The Company performs periodic credit
evaluations of its trade customers and generally does not require
collateral.

(f) Use of Estimates
----------------

Management of the Company has made certain estimates and
assumptions relating to the reporting of assets and liabilities and
the disclosure of contingent assets and liabilities to prepare
these financial statements in conformity with generally accepted
accounting principles. Actual results could differ from those
estimates.

(g) Cash Flows
----------

For purposes of cash flows, the Company considers all highly liquid
debt instruments with original maturities of three months or less
to be cash equivalents.

(h) Prepaid Offering Costs
----------------------

Prepaid offering costs represent direct costs and expenses incurred
in connection with the offering of securities. Upon completion of
the offering, such amounts are offset against the proceeds from the
offering, in the event of an offering of equity securities, and
capitalized and amortized using the interest method in the event of
an offering of debt securities.

F-8<PAGE>
ACCESS POWER, INC.
(A Development Stage Company)

Notes to Financial Statements

Period from October 10, 1996 (date of inception) to December 31, 1997

(2) Property and Equipment
----------------------
<TABLE>
<CAPTION>

Property and equipment consist of the following at December 31, 1997:
<S> <C>
Office furniture and equipment $ 52,842
Computer hardware 131,811
Computer software 231,786
-------------
416,439
Less accumulated depreciation and amortization 23,847
-------------
$ 392,592
=============
(3) Notes Payable
-------------

Notes payable consist of the following at December 31, 1997:

Promissory notes to individuals bearing interest at 6% payable upon the
closing of an initial public offering. Unsecured. $ 10,136
-----------

$ 10,136
-----------
</TABLE>
(4) Commitments
-----------

The Company leases its office space under a non-cancellable
operating lease with a remaining term of three years. Future
minimum payments under this lease are as follows:

Year Amount
---- ------
1998 35,200
1999 36,270
2000 21,500

Rent expense for the year ended December 31, 1997 amounted to $15,183.

F-9<PAGE>
<TABLE>
<CAPTION>
ACCESS POWER, INC
BALANCE SHEET

JUNE 30, 1998 DECEMBER 31, 1997
UNAUDITED
<S> <C> <C>
ASSETS

Current Assets:
Cash and cash equivalents $ 190,368 $ 54,086
Inventory 30,000 -
Accounts receivable 188,477 9,596
Due from stockholders 25,095 24,096
Employee receivables 4,000 -
------------ -----------

Total current assets 437,940 87,778

Property, plant & equipment - net 1,410,234 392,592

Other assets 86,323 16,834

------------ -----------
Total assets $ 1,934,497 $ 497,204
============ ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable $ 1,109,400 $ 350
Notes payable 300,000 -
Due to stockholders 10,136 10,136
Payroll taxes payable 17,473 -
------------ -----------
Total current liabilities 1,437,010 10,486

Stockholder's Equity:

Common stock, $.001 par value, authorized 40,000,000 shares, issued
and outstanding 11,759,000 shares and 11,484,000 respectively 11,759 11,484
Preferred stock, $.001 par value, authorized 10,000,000 shares, issued
and outstanding 1,000 shares and none respectively 1 -
Additional paid in capital 1,750,963 907,373
Retained earnings (deficit) (1,265,236) (432,139)
------------ -----------

Total stockholders' equity 497,487 486,718

------------ -----------
Total liabilities and stockholders' equity $ 1,934,497 $ 497,204
============ ===========
</TABLE>
F-10<PAGE>
<TABLE>
<CAPTION>

ACCESS POWER, INC
STATEMENT OF OPERATIONS
For the six months ended June 30, 1998 (unaudited) and
the year ended December 31, 1997

FOR THE SIX MONTHS FOR THE YEAR ENDED
ENDED JUNE 30, 1998 DECEMBER 31, 1997
------------------- ------------------
<S> <C> <C>
Revenues:
Product sales $ 212,092 $ -
Services 13,233 -
---------- ----------
Total revenue 225,325 -

Costs and expenses:
Cost of sales 152,920 -
Product development and marketing 456,348 34,636
General and administrative 446,227 391,520
---------- ----------

Total costs and expenses 1,055,495 426,156

Other income (expense):
Interest income 407 1,888
Interest expense (3,333) (2,170)
---------- ----------

Total other income (expense) (2,927) (282)

---------- ----------
Net loss $ (833,097) $ (426,438)
========== ==========

</TABLE>
F-11<PAGE>

<TABLE>
<CAPTION>
ACCESS POWER, INC

STATEMENT OF STOCKHOLDER'S EQUITY

For the six months ended June 30, 1998 (unaudited) and
the year ended December 31, 1997

ADDITIONAL TOTAL
COMMON STOCK PREFERRED STOCK PAID IN ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT EQUITY
------ ------ ------ ------ ------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Balances at December 31, 1996 8,000,000 $ 8,000 - - $ (7,200) $ (5,701) $ (4,901)

Stock issued 3,484,000 3,484 - - 989,573 - 993,057

Stock issuance cost - - - - (75,000) - (75,000)

Net loss - - - - - (426,438) (426,438)

Balances at December 31, 1997 11,484,000 11,484 - - 907,373 (432,139) 486,718

Stock issued 275,000 275 1,000 $ 1 1,000,000 - 1,000,276

Stock issuance cost - - - - (156,410) - (156,410)

Net loss - - - - - (833,097) (833,097)
---------- ------- ------ ------ ---------- ----------- ---------
Balances at June 30, 1968 11,759,000 $ 11,759 1,000 $ 1 $ 1,750,963 $(1,265,236) $ 497,487
========== ======== ====== ====== =========== =========== =========
</TABLE>
F-12<PAGE>
<TABLE>
<CAPTION>

ACCESS POWER, INC

STATEMENT OF CASH FLOWS

For the six months ended June 30, 1998 (unaudited) and
the year ended December 31, 1997

FOR THE SIX MONTHS FOR THE YEAR ENDED
ENDED JUNE 30, 1998 DECEMBER 31,1997
------------------- ------------------
<S> <C> <C>
Cash flows from operating activities:

Net loss $ (833,097) $ (426,438)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 89,486 26,757
Change in operating assets and liabilities:
Accounts receivable (182,881) (9,596)
Inventory (30,000) -
Accounts payable 1,126,524 350
Other assets (78,987) (20,000)

------------ -----------
Net cash provided by operating activities 91,045 (428,927)
------------ -----------

Cash flows from investing activities:
Purchase of property and equipment (1,097,630) (406,154)
Note receivable (999) (19,001)

------------ -----------
Net cash used in investing activities (1,098,629) (425,155)
------------ -----------

Cash flows from financing activities:
Proceeds from issuance of stock 843,866 918,057
Proceeds from issuance of notes payable 300,000 -
Principal payments on notes payable - (9,889)

------------ -----------
Net cash provided by financing activities 1,143,866 908,168
------------ -----------

Net increase in cash 136,282 54,086

Cash, at beginning of period 54,086 -

------------ -----------
Cash at end of period $ 190,368 $ 54,086
============ ===========
</TABLE>

F-13<PAGE>
NOTES TO FINANCIAL STATEMENTS

(2) PROPERTY AND EQUIPMENT
----------------------

Property and equipment consist of the following at June 30, 1998 and
December 31, 1997:

6/30/98 12/31/97
------- --------

Office furniture and equipment $ 58,323 $ 52,842
Computer hardware 1,385,031 131,811
Computer software 203,950 231,786
----------- ---------
1,647,304 416,439
Less accumulated depreciation
and amortization 237,070 23,847

----------- ---------
$ 1,410,234 $ 392,592
=========== =========

(3) NOTES PAYABLE
-------------

Notes payable consist of the following at June 30, 1998 and December
31, 1997:

6/30/98 12/31/97
------- --------

Promissory notes to individuals bearing
interest at 6% payable upon the
closing of an initial public offering.
Unsecured $ 10,136 $ 10,136

Bridge loans at various interest rates
from 10% to 12% 300,000 $ -

---------- ---------
$ 310,136 $ 10,136
========== =========

F-14
<PAGE>
<PAGE>

=========================================================
No dealer, salesperson or other person has been
authorized to give any information or to make any
representations other than those contained in this
Prospectus in connection with the offer made by this
Prospectus and, if given or made, such information or
representations must not be relied upon as having been
authorized by Access Power, Inc. Neither the delivery
of this Prospectus nor any sale made hereunder shall
under any circumstances create an implication that there
has been no change in the affairs of Access Power, Inc.
since the date hereof or that the information herein
is correct as of any time subsequent to the date of this
Prospectus. This Prospectus does not constitute an offer
to sell or a solicitation of an offer to buy any of the
securities offered hereby by anyone in any jurisdiction
in which such offer or solicitation is not authorized or
in which the person making such offer or solicitation
is not qualified to do so or to anyone to whom it is
unlawful to make such offer or solicitation.

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

TABLE OF CONTENTS

Item Page
- ---- ----
Summary . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . .
Dividend Policy . . . . . . . . . . . . . . . . .
Capitalization . . . . . . . . . . . . . . . . .
Business . . . . . . . . . . . . . . . . . . . .
Management's Discussion and Analysis of
Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . .
Management . . . . . . . . . . . . . . . . . . .
Principal and Selling Stockholders . . . . . . .
Certain Transactions . . . . . . . . . . . . . .
Shares Eligible for Future Sale . . . . . . . . .
Description of Capital Stock . . . . . . . . . .
Legal Matters . . . . . . . . . . . . . . . . . .
Experts . . . . . . . . . . . . . . . . . . . . .
Additional Information . . . . . . . . . . . . .
Index to Financial Statements . . . . . . . . . .

UNTIL ______________, 1998 (90 DAYS AFTER THE
DATE OF THIS PROSPECTUS), ALL DEALERS EFFECTING
TRANSACTIONS IN THE COMMON STOCK COVERED HEREBY,
WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY
BE REQUIRED TO DELIVER A PROSPECTUS.

=========================================================
<PAGE>
<PAGE>
========================================================

4,000,000 Shares

ACCESS POWER, INC.

LOGO

COMMON STOCK

__________________

PROSPECTUS

__________________

____________________, 1998

========================================================
<PAGE>
<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article XI of the Company's Bylaws provides that the Company
shall indemnify its officers, directors, employees and agents to the
fullest extent permitted by Florida law and that the Company may
advance costs incurred by officers, directors, employees and agents of
the Company or another corporation, partnership, joint venture, trust
or other enterprise, in their defenses of any civil, criminal,
administrative or investigative action or proceeding asserted against
one or more of them by reason of the fact of his, her, or their
serving or having served in such capacity or capabilities at the
request of the Company and in advance of a final disposition of such
action, suit or proceeding to the fullest extent permitted, consistent
with the General Corporation Law of the State of Florida, as amended
from time to time.

Section 607.0831 of the Florida Business Corporation Act
provides, among other things, that a director is not personally liable
for monetary damages to a company or any other person for any
statement, vote, decision, or failure to act, by the director,
regarding corporate management or policy, unless the director breached
or failed to perform his or her duties as a director and such breach
or failure constitutes (a) a violation of criminal law, unless the
director had reasonable cause to believe his or her conduct was lawful
or had no reasonable cause to believe his or her conduct was unlawful;
(b) a transaction from which the director derived an improper personal
benefit; (c) a circumstance under which the liability provisions of
Section 607.0834 of the Florida Business Corporation Act (relating to
the liability of the directors for improper distributions) are
applicable; (d) willful misconduct or a conscious disregard for the
best interest of the company in the case of a proceeding by or in the
right of the company to procure a judgement in its favor or by or in
the right of a stockholder; or (e) recklessness or an act or omission
in bad faith or with malicious purpose or with wanton and willful
disregard for human rights, safety or property, in a proceeding by or
in the right of someone other than such company or a stockholder.

Section 607.0850 of the Florida Business Corporation Act
authorizes, among other things, the Company to indemnify any person
who was or is a party to any proceeding (other than an action by or in
the right of the Company) by reason of the fact that he is or was a
director, officer, employee or agent of the Company (or is or was
serving at the request of the Company in such a position for any
entity) against liability incurred in connection with such proceeding,
if he or she acted in good faith and in a manner reasonably believed
to be in the best interests of the Company and, with respect to
criminal proceedings, had no reasonable cause to believe his or her
conduct was unlawful.

Florida law requires that a director, officer or employee be
indemnified for expenses (including attorneys' fees) to the extent
that he or she has been successful on the merits or otherwise in the
defense of any proceeding. Florida law also allows expenses of
defending a proceeding to be advanced by a company before the final
disposition of the proceedings, provided that the officer, director of
employee undertakes to repay such advance if it is ultimately
determined that indemnification is not permitted.

Florida law states that the indemnification and advancement of
expenses provided pursuant to Section 607.0850 is not exclusive and
that indemnification may be provided by a company pursuant to other
means, including agreements or bylaw provisions. Florida law prohibits
indemnification or advancement of expenses, however, if a judgment or
other final adjudication establishes that the actions of a director,
officer or employee constitute (i) a violation of criminal law, unless
he or she had reasonable cause to believe his or her conduct was
lawful or had no reasonable cause to believe his or her conduct was
unlawful; (ii) a transaction from which such person derived an
improper personal benefit; (iii) willful misconduct or conscious
disregard for the best interests of the company in the case of a
derivative action or a proceeding by or in the right of a stockholder;
or (iv) in the case of a director, a circumstance under which the
liability provisions of Section 607.0834 of the Florida Business
Corporation Act (relating to the liability of directors for improper
distributions) are applicable.

II-1<PAGE>
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Set forth below is an estimate of the approximate amount of the
fees and expenses (other than underwriting commissions and discounts)
payable by the Company in connection with the issuance and
distribution of the shares of Common Stock.
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission Registration Fee . . . . . . . . . . . . $ 815
NASD Filing Fees and Blue Sky Fees and Expenses . . . . . . . . . . . . . . *
Consulting Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *
Printing and Engraving Expenses . . . . . . . . . . . . . . . . . . . . . . *
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . *
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . *
Transfer Agent Fees and Expenses . . . . . . . . . . . . . . . . . . . . . *
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *
------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *
======
</TABLE>
* To be filed by amendment.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

The following provides information of all sales of outstanding
stock which were not registered under the Securities Act of 1933 (the
"Act").

In connection with the Registrant's organizational activities,
7,488,000 shares of common stock were issued to founders and officers,
Glenn A. Smith, Michael L. Pitts, Tod R. Smith and Maurice J.
Matovich. Exemption from registration is claimed under Section 4(2)
of the Act.

On May 23, 1997 the Company undertook a private offering and sold
750,000 shares of common stock for $35,000. Exemption from
registration is claimed under Rule 504 of Regulation D, which does not
require investors to be accredited or sophisticated. The Company sold
the shares through Officers and Directors and did not use the services
of a selling agent.

From June 6, 1997 to June 30, 1997 the Company undertook a
private offering and sold 1,000,000 shares of common stock for
$100,000. Exemption from registration is claimed under Rule 504 of
Regulation D, which does not require investors to be accredited or
sophisticated. The Company sold the shares through Officers and
Directors and did not use the services of a selling agent.

From July 1, 1997 to October 1, 1997 the Company undertook a
private offering and sold 1,728,000 shares of common stock for
$864,000. Exemption from registration is claimed under Rule 504 of
Regulation D, which does not require investors to be accredited or
sophisticated. The Company sold the shares through Officers and
Directors and did not use the services of a selling agent.

On August 4, 1997 the Company borrowed $200,000 from a lender, an
accredited investor, and issued thereto a note for the principal amount
at an interest rate of 12% percent per annum, payable monthly. In partial
consideration for making such loan, the Company also issued 100,000 shares
of common stock to the lender. Exemption from registration for this
sale is claimed under Section 4(2) of the Act. The Company sold the shares
through Officers and Directors and did not use the services of a selling
agent.

II-2<PAGE>
On February 2, 1998 the Company borrowed $100,000 from a lender,
an accredited investor, and issued thereto a note for the principal
amount at an interest rate of 1 percent per month simple interest.
In partial consideration for making such loan, the Company
also issued 50,000 shares of common stock. Exemption from
registration for this sale is claimed under Section 4(2) of the
Act. The Company sold the shares through Officers and
Directors and did not use the services of a selling agent.

On February 19, 1998 the Company borrowed $200,000 from a lender,
an accredited investor, and issued thereto a note for the principal
amount at an interest rate of 10% percent per annum, payable monthly.
In partial consideration for making such loan, the Company also issued
125,000 shares of common stock to the lender. Exemption from registration
for this sale is claimed under Section 4(2) of the Act. Olympus Capital, Inc.
acted as the exclusive placement agent in connection with the financing and
received a finder's fee in the amount of 75,000 shares of common stock
in connection with such sale.

In March 23, 1998 the Inman Company was issued 25,000 shares of
Common Stock in consideration for providing financial consulting services
to the Company. Exemption from registration for this sale is claimed
under Section 4(2) of the Act.

In a private placement which commenced in May, 1998 and concluded
in May, 1998, the Company sold 1,000 shares of Preferred Stock, Series
A (the "Preferred Stock"), at an offering price of $1,000 per share.
Exemption from registration for this sale is claimed under Rule 506 of
Regulation D because of the limited number of participants in the
transaction and the relationship of such participants to the Company.
Sales of securities in these offerings were made only to persons who
were "accredited investors" within the meaning of Rule 501 promulgated
under the Act. In addition, all such participants agreed to acquire
their securities for investment and not with a view to the
distribution thereof, and the certificates representing the securities
issued to each such participant contained a legend to the effect that
such securities are not registered under the Act and may not be
transferred except pursuant to a registration statement which has
become effective under the Act, or an exemption from such registration
requirement. The issuance of such securities was not underwritten, and
no commissions or other remuneration were paid or given, directly or
indirectly, in connection with such sales.

II-3<PAGE>
ITEM 27. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits
<TABLE>
<CAPTION>

Exhibit
No. Description of Exhibit
-------- ----------------------
<S> <C>
3.1 Amended and Restated Articles of Incorporation of the Registrant

3.2 Bylaws of the Registrant

4.1 Form of Common Stock Certificate of the Registrant

5.1 Opinion of Kilpatrick Stockton LLP with respect to the legality
of the securities being registered *

10.1 International Master Franchise Agreement Between Access Power,
Inc. and Access Power Canada, Inc. *

10.2 Access Power, Inc. Stock Option Plan

10.3 Amendment No. 1 to Stock Option Plan

23.1 Consent of Independent Auditors

23.2 Consent of Kilpatrick Stockton LLP (included in opinion filed as
Exhibit 5.1)

24.1 Power of Attorney (included in the signature page of this Registration
Statement)

27.1 Financial Data Schedule

_________________________________________
* To be filed by amendment.

</TABLE>
II-4<PAGE>
(b) FINANCIAL STATEMENT SCHEDULES

None.

ITEM 28. UNDERTAKINGS

The undersigned registrant hereby undertakes to:

(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration
statement to:

(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental
change in the information in the registration
statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the law or high end of the estimate maximum
offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(iii) Include any additional or changed material information
on the plan of distribution.

(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that
time to be the initial bona fide offering.

(3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit, or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question as to whether such indemnification by it is against
public policy as expressed in the Securities Act, and will be governed
by the final adjudication of such issue.

II-5
<PAGE>

SIGNATURES

In accordance with the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form SB-2
and authorized this Registration Statement to be signed on its behalf
by the undersigned, in the city of Ponte Vedra, State of Florida, on
the 30th day of September, 1998.

ACCESS POWER, INC.

By: /s/ Glenn Smith
Glenn Smith
Chief Executive Officer

POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Glenn A. Smith and lawful attorney-in-fact with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to sign a new
registration statement filed to register additional securities
pursuant to Rule 462(b) under the Securities Act of 1933, as amended,
and to cause the same to be filed, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, hereby granting to said attorneys-in-fact and agent, full
power and authority to do and perform each and every act and thing
whatsoever requisite or desirable to be done in and about the
premises, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all acts
and things that said attorneys-in-fact and agents, or their
substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on the
30th day of September, 1998, in the capacities indicated.
<TABLE>
<CAPTION>

Signature Position
--------- --------

<S> <C>
/s/ Glenn A. Smith Glenn A. Smith, President and Chief Executive Officer
and Director (Principal Executive Officer)

/s/ Howard Kaskel Howard Kaskel, Chief Financial Officer
(Principal Financial and Accounting Officer)

/s/ Tod R. Smith Tod R. Smith, Director

/s/ Maurice J. Matovich Maurice J. Matovich, Director

</TABLE>

STATE OF FLORIDA

DEPARTMENT OF STATE

I certify the attached is a true and correct copy of the Articles of
Incorporation, as amended to date, of ACCESS POWER, INC., a
corporation organized under the laws of the State of Florida, as shown
by the records of this office.

The documents number of this corporation is P96000083992.

1
<PAGE>
ARTICLES OF INCORPORATION

ACCESS POWER, INC.

The undersigned incorporator hereby forms a corporation under

Chapter 607 of the laws of the State of Florida.

ARTICLE I. NAME
----------------

The name of the corporation shall be:

ACCESS POWER, INC.

The address of the principal office of this corporation shall be 61

South Roscoe Road, Ponte Vedra Beach, Florida 32082, and the mailing

address of the corporation shall be the same.

ARTICLE II. NATURE OF BUSINESS
-------------------------------

This corporation may engage or transact in any or all lawful

activities or business permitted under the laws of the United States,

the State of Florida or any other state, country, territory or nation.

ARTICLE III. CAPITAL STOCK
---------------------------

The maximum number of shares of stock that this corporation is

authorized to have outstanding at any one time is 10,000,000 shares of

common stock having no par value per share.

ARTICLE IV. REGISTERED AGENT
-----------------------------

The street address of the initial registered office of the

corporation shall be 1201 Hays Street, Tallahassee, Florida 32301, and

the name of the initial registered agent of the corporation at that

address is Corporation Service Company.

ARTICLE V. TERM OF EXISTING
----------------------------

This corporation is to exist perpetually.

<PAGE>
ARTICLE VI. DIRECTORS
---------------------

All corporate powers shall be exercised by or under the authority

of, and the business and affairs of the corporation managed under the

direction of its Board of Directors, subject to any limitation set

forth in these Articles of Incorporation. This corporation shall have

two Directors, initially. The names and addresses of the initial

members of the Board of Directors are:

Glenn A. Smith 61 South Roscoe Road
Ponte Vedra Beach, Florida
32082

Michael L. Pitts 108 Nautilus Lane
Ponte Vedra Beach, Florida
32082

ARTICLE VII. INCORPORATOR
--------------------------

The name and street address of the incorporator to these Articles

of Incorporation:

Corporate Agents, Inc.
1201 Hays Street
Tallahassee, Florida 32301

The undersigned incorporator has executed these Articles of

Incorporation on October 10, 1996.

_______________________________
Incorporator
It's Agent, Deborah D. Skipper

3<PAGE>
ACCEPTANCE OF REGISTERED AGENT DESIGNATED
-----------------------------------------
IN ARTICLES OF INCORPORATION
----------------------------

Corporation Service Company, a Delaware corporation authorized to
transact business in this State, having a business office identical
with the registered office of the corporation named above, and having
been designated as the Registered Agent in the above and foregoing
Articles, is familiar with and accepts the obligations of the position
on Registered Agent under Section 607.0505, Florida Statutes.

By: __________________________________
It's Agent, Deborah D. Skipper
Authorized Service Representative
Corporation Service Company

4
<PAGE>
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
ACCESS POWER, INC.

Article III of the articles of incorporation of ACCESS POWER,
INC. was amended by the corporation's board of directors on May 23,
1997. The corporation is filing these articles of amendment to
articles of incorporation pursuant to F.S. 607.06J2.

1. The name of the corporation is ACCESS POWER, INC.

2. Article III of the articles of incorporation of ACCESS
POWER, INC. was amended as follows:

ARTICLE III. CAPITALIZATION
-----------------------------

The total number of shares of capital stock which the Corporation
has the authority to issue is fifty million (50,0000,000). The total
number of shares of common stock which the Corporation is authorized
to issue is forty million (40,000,000) and the par value of each share
of such common stock is one-tenth of one cent ($.001) for an aggregate
par value of forty thousand ($40,000). The total number of shares of
preferred stock which the Corporation is authorized to issue is ten
million (10,000,000) and the par value of each share of such preferred
stock is one-tenth of one cent ($.001) for an aggregate par value of
ten thousand dollars ($10,000). The voting powers, designations,
preferences and relative, participating, optional or other rights, if
any, and the qualifications, limitations or restrictions, if any, of
the preferred stock, in ore or more series, shall be fixed by one or
more resolutions providing for the issuance of such stock adopted by
the Corporations' board of directors (the "Board of Directors"), in
accordance with the provisions of the General Corporation Law of the
State of Florida and the Board of Directors is expressly vested with
authority to adopt one or more such resolutions.

3. The foregoing amendment in articles of incorporation was
duly adopted by the board of directors on May 23, 1997.

In witness whereof, the undersigned Director of this corporation
has executed these articles of amendment on May 23, 1997.

_______________________________________
Glenn A. Smith, Chairman

5<PAGE>
ARTICLES OF AMENDMENT
OF
ACCESS POWER, INC.
DESIGNATING SERIES A PREFERRED STOCK

Glenn Smith, certifies that he is the President and a Director
ACCESS POWER, INC., a Florida corporation (hereinafter referred to as
the "Corporation" or the "Company"); that the Board of Directors of
the Corporation adopted the following amendments to the Articles of
Incorporation:

FIRST: That at a meeting of the Board of Directors of ACCESS
POWER, INC., on May 7th, 1998 a resolution was duly adopted by the
Board of Directors, without shareholder approval, as provided for in
Article III of the Articles of Amendment to the Articles of
Incorporation of Access Power, Inc. adopted May 23, 1997, setting
forth a proposed amendment to the Articles of Incorporation and
declaring said amendment to be advisable. The resolution setting
forth the proposed amendment is as follows:

The following is hereby appended to the end of Article III of the
Articles of Incorporation.

1. CREATION OF SERIES A CONVERTIBLE PREFERRED STOCK. There is
hereby created a series of preferred stock consisting of 1,000 shares
and designated as the Series A Convertible Preferred Stock, having the
voting powers, preferences, relative, participating, optional and
other special rights and the qualifications, limitations and
restrictions thereof that are set forth below.

2. DIVIDEND PROVISIONS. The holders of shares of Series A
Convertible Preferred Stocks shall be entitled to receive, when and as
declared by the Board of Directors out of any funds at the time
legally available therefor dividends at a par with the holders of
Common Stock as if the Series A Convertible Preferred Stock had been
converted into Common Stock on the record date for the payment of the
dividend. Dividends shall be waived with respect to any series of
Series A convertible Preferred Stock shall rank on a parity with each
other share of Series A Convertible Preferred Stock with respect to
dividends.

3. REDEMPTION PROVISIONS. Each share of the Series A
convertible Preferred Stock is redeemable, at the option of the
Company, upon the terms and conditions set froth herein, prior to the
day the registration statement to be filed by the Company becomes
effective. On the day the registration becomes effective, all rights
of the Company to a redemption of said shares shall be waived, as of 5
P.M. on the previous day, and any notice of redemption after said time
shall be null and void. If notice of redemption is received prior to
the time which said right expires, said shares shall be redeemable in
the following manner at a price of One Thousand Five Hundred
($1,500.00) Dollars per share (the "Redemption Price"). The
Corporation shall have the right to redeem each Share within twenty-
four (24) hours after the Notice of Conversion (as defined in Section
5(a)) is given by a Holder with respect to such Shares. The
Corporation shall effect such redemption by payment to the Holder by
wire transfer or certified check payable to Holder on or before the
Redemption Date, which shall be the later of (i) the fifth (5th)
calendar day after Notice of Conversion or (ii) the date on which the
Holder had delivered the certificates representing the Preferred
Shares proposed to be converted pursuant to Section 5(a)(1). In the
event the Corporation shall not make such payment it shall be deemed
to have waived its right to redemption as to those Shares. The

6<PAGE>
Corporation shall have the right to redeem less than all of the Shares
which are subject to the Notice of Conversion.

4. LIQUIDATION PROVISIONS. In the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or
involuntary, the Series A Convertible Preferred Stock shall be
entitled to receive an amount equal to One Thousand Five Hundred
($1,500.00) Dollars per share. After the full preferential
liquidation amount has been paid to, or determined and set apart for,
all other series of Preferred Stock hereafter authorized and issued,
if any, the remaining assets of the Corporation available for
distribution to shareholders shall be distributed ratably to the
holders of the common stock. In the event the assets of the
Corporation available for distribution to its shareholders are
insufficient to pay the full preferential liquidation amount per share
required to be paid the Corporation's Series A Convertible Preferred
Stock, the entire amount of assets of the Corporation available for
distribution to shareholders shall be paid up to their respective full
liquidation amounts first to the Series A Convertible Preferred Stock,
then to any other series of Preferred Stock hereafter authorized and
issued, all of which amounts shall be distributed ratably among
holders of each such series of Preferred Stock, and the common stock
shall receive nothing. A reorganization or any other consolidation or
merger of the Corporation with or into any other corporation, or any
other sale of all substantially all of the assets of the Corporation,
shall not be deemed to be a liquidation, dissolution or winding up of
the Corporation within the meaning of this Section 4, and the Series A
Convertible Preferred Stock shall be entitled only to (i) the right
provided in any agreement or plan governing the reorganization or
other consolidation, merger or sale of assets transaction, (ii) the
rights contained in the Florida Corporation Law and (iii) the rights
contained in other Sections hereof.

5. CONVERSION PROVISIONS. The holders of shares of Series A
Convertible Preferred Stock shall have conversion rights as follows
(the "Conversion Rights"):

(a) RIGHT TO CONVERT.

(1) Each share of Series A Convertible Preferred Stock
(the "Preferred Shares") shall be convertible, at the option
of its holder pursuant to the terms set forth herein, into a
number of shares of common stock of the Company at the
initial conversion rate (the "Conversion Rate") defined
below.

The initial Conversion Rate, subject to the adjustments
described below, shall be a number of shares of common stock
(rounded to the nearest whole number equal to $1,000 divided
by the lower of(i) Sixty-five (65%) of the average Market
Price of the common stock for the five trading days
immediately prior to the Conversion Date (defined below) or
(ii) 75% of closing bid price on the day of first
disbursement from escrow, increased proportionately for any
reverse stock split and decreased proportionately for any
forward stock split or stock dividend. For purposes of this
Section 5(a)(1), Market Price shall be the closing bid price
of the common stock on the Conversion Date, as reported by
the National Association of Securities Dealers Automated
Quotation System (NASDAQ) or the closing bid price on the
over the counter market if other than NASDAQ, averaged over
the five trading days prior to the date of conversion.

7<PAGE>
The Holder shall notify the Corporation, by facsimile
notice to the Corporation at (904) 273-6309, copy by
overnight courier to Access Power, Inc., 10033 Sawgrass
Drive West, Suite 100, Ponte Verda, Florida 32004 of the
Holder's intent to convert (the "Notice of Conversion") in
the form set forth in Section 5(a)(3) hereof, executed by
the holder of the Preferred Share(s) or a specified portion
(as above provided) hereof, and accompanied, if required by
the Company, by proper assignment hereof in blank. Such
conversion shall be effectuated by surrendering the
Preferred Shares to be converted (with a copy, by facsimile
or courier, to the Company) to the Company's registrar and
transfer agent, Atlas Stock Transfer Company, 5899 S. State
Street, Salt Lake City, Utah 84107 ("Transfer Agent"). The
date on which notice of conversion (the "Conversion Date" is
given shall be the date on which the holder has delivered to
the Company, by facsimile or hand delivery, of the Notice of
Conversion duly executed to the Company. The Company shall
cause the Transfer Agent to complete the issuance and
delivery of Common Shares within five (5) calendar days of
receipt of such conversion form, provided that the Company
or its agent has received the Series A Convertible Preferred
Stock certificates which are the subject of the conversion
on or prior to such fifth calendar day.

(2) No less than 25 (or multiple thereof) shares of
Series A Convertible Preferred Stock may be converted at any
one time. No fractional shares of common stock shall be
issued upon conversion of the Series A Convertible Preferred
Stock, in lieu of fractional shares, the number of shares
issuable will be rounded to the nearest whole share.

(3) Upon receipt of a Notice of Conversion, the
Corporation shall absolutely and unconditionally be
obligated to cause a certificate or certificates
representing the number of shares of Common Stock to which
the converting holder or Preferred Shares shall be entitled
as provided herein, which shares shall constitute fully paid
and nonassessable shares of Common Stock to be issued to,
delivered by overnight courier to, and received by such
holder by the fifth (5th) calendar day following the
Conversion Date, unless the company has duly redeemed the
Preferred Shares which are the subject of the Notice of
Conversion in accordance with Section 3 hereof. Such
delivery shall be made at such address as a holder may
designate thereof in its Notice of Conversion or in its
written instructions submitted together therewith. In the
event the Company fails to deliver the shares of Common
Stock in accordance with the terms and conditions set forth
herein, the Company shall be liable for the payment of a
penalty and shall be unconditionally obligated to pay the
Converting Shareholder(s) an additional monetary penalty of

8<PAGE>
$200.00 per $10,000 converted per day after five (5) days
should the converted shares not be delivered to the
Converting Shareholder(s) as provided for in Section
________.

(4) The form of conversion Certificate shall read
substantially as follows:

The undersigned holder (the "Holder") is surrendering to
Access Power, Inc., a Florida corporation (the "Company"),
one or more certificates representing shares of Series A
Convertible Preferred Stock of the Company (the "Preferred
Stock") in connection with the conversion of all or a
portion of the Preferred Stock into shares of Common Stock,
$.001 par value per share, of the Company (the "Common
Stock") as set forth below.

1. The Holder understands that the Preferred Stock
was issued by the Company pursuant to the exemption from
registration under the United States Securities Act of 1933,
as amended (the "Securities Act"), provided by Regulation D
promulgated thereunder.

2. The Holder represents and warrants that all offers
and sales of the Common Stock issued to the Holder upon such
conversion of the Preferred Stock shall be made (a) pursuant
to an effective registration statement under the Securities
Act, (b) in compliance with Rule 144, or (c) pursuant to
some other exemption from registration.

Number of Shares of Preferred Stock being converted:
______________________________________

Applicable Conversion Price:___________________________

Number of Shares of Common Stock Issuable:_____________

Date of conversion:____________________________________

Delivery Instructions for certificates of Common Stock and
for new certificates representing any remaining shares of
Preferred Stock;
_______________________________________________________
_______________________________________________________
_______________________________________________________
_______________________________________________________

NAME OF HOLDER:

_________________________

_________________________
(Signature of Holder)

9<PAGE>
(b) Adjustments to Conversion Rate
------------------------------

(1) RECLASSIFICATION, EXCHANGE AND SUBSTITUTION. if
the common stick issuable on conversion of the Series A
Convertible Preferred Stock shall be changed into the same
or a different number of shares of any other class or
classes of stock, whether by capital reorganization,
reclassification, reverse stock split or forward stock split
or stock dividend or otherwise (other than a subdivision or
combination of shares provided for above), the holders of
the Series A Convertible Preferred Stock shall, upon its
conversion, be entitled to receive, in lieu of the common
stock which the holders would have become entitled to
received but for such change, a number of shares of such
other class or classes of stock that would have been subject
to receipt by the holders if they had exercised their rights
of conversion of the Series A Convertible Preferred Stock
immediately before that change.

(2) REORGANIZATIONS, MERGERS, CONSOLIDATIONS OR SALE
OF ASSETS. If at any time there shall be a capital
reorganization of the Corporation's common stock (other than
a subdivision, combination , reclassification or exchange of
shares provided for elsewhere in this Section (b) or merger
of the Corporation into another corporation, or the sale of
the Corporation's properties and assets as, an entirety to
any other person), then, as a part of such reorganization,
merger or sale, lawful provision shall be made so that the
holders of the Series A Convertible Preferred Stock shall
thereafter be entitled to receive upon conversion of the
Series A Convertible Preferred Stock shall thereafter be
entitled to receive upon conversion of the Series A
Convertible Preferred Stock, the number of shares of stock
or other securities or property of the Corporation, or of
the successor corporation resulting from such merger, to
which holders of the common stock deliverable upon
conversion of the Series A Convertible Preferred Stock would
have been entitled on such capital reorganization, merger or
sale if the Series A Convertible Preferred Stock had been
converted immediately before that capital reorganization,
merger or sale to the end that the provisions of this
paragraph (b)(3) (including adjustment of the Conversion
Rate then in effect and number of shares purchasable upon
conversion of the Series A Convertible Preferred Stock)
shall be applicable after that event as nearly equivalent as
may be practicable.

(3) In the event (a) the Company does not file a
registration statement under the Securities Act of 1933
covering the Common Stock issuable upon conversion of the
Series A Convertible Preferred Stock within 30 days of the
closing (the "Closing Date"), (b) the registration statement
is not declared effective within 120 days of the Closing
Date or (c) the Company does not issue the Common Shares
within the time limits set forth in the penultimate sentence
of Section 5(a)(1), Conversion Rate shall be adjusted to
increase the number of shares of common stock assessable by
5%. The foregoing adjustments are cumulative and not
exclusive.

10<PAGE>
(c) NO IMPAIRMENT. The Corporation will not, by
amendment of its Certificate of Incorporation or through any
reorganization, recapitalization, transfer of assets,
merger, dissolution, or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the
terms to be observed or performed hereunder by the
Corporation, but will at all times in good faith assist in
the carrying out of all the provision of this Section 5 and
in the taking of all such actions as may be necessary or
appropriate in order to protect the Conversion Rights of the
holders of the Series A Convertible Preferred Stock against
impairment.

(d) CERTIFICATE AS TO ADJUSTMENTS. Upon the
occurrence of each adjustment or readjustment of the
Conversion Rate for any shares of Series A Convertible
Preferred Stock, the Corporation at its expense shall
promptly compute such adjustment or readjustment in
accordance with the terms hereof and prepare and furnish to
each holder of Series A Convertible Preferred Stock effected
thereby a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon the
written request at any time of any holder of Series A
Convertible Preferred Stock, furnish or cause to be
furnished to such holder a like certificate setting forth
(i) such adjustments and readjustments, (ii) the Conversion
Rate at the time in effect, and (iii) the number of common
stock and the amount, if any, of other property which at the
time would be received upon the conversion of such holder's
shares of Series A Convertible Preferred Stock.

(e) NOTICES OF RECORD DATE. In the vent of the
establishment by the Corporation of a record of the holders
of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend
(other than a cash dividend) or other distribution, the
Corporation shall mail to each holder of Series A Preferred
Stock at least twenty (20) days prior to the date specified
therein, a notice specifying the date on which any such
record is to be taken for the purpose of such dividend or
distribution and the amount and character of such dividend
or distribution.

(f) RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The
Corporation shall at all times reserve and keep available
out of its authorized but unissued shares of common stock
solely for the purpose of effecting the conversion of the
shares of the Series A Convertible Preferred Stock such
number of its shares of common stock as shall from time to
time be sufficient to effect the conversion of all then
outstanding shares of the Series A Preferred Stock, and if
at any time the number of authorized but unissued shares of
common stock shall not be sufficient to effect the
conversion of all then outstanding shares of the Preferred
Stock, the Corporation will take such corporate action as
may, in the opinion of its counsel, be necessary to increase
its authorized but unissued shares of common stock to such
number of shares as shall be sufficient for such purpose.

11<PAGE>
(g) NOTICES. Any notices required by the provisions
of this Paragraph (e) to be given to the holders of shares
of Series A Convertible Preferred Stock shall be deemed
given if deposited in the United Sate mail, postage prepaid,
and addressed to each holder of record at its address
appearing on the books of the Corporation.

In witness whereof, the undersigned President and Director
of this corporation has executed these articles of amendment on May 21, 1998.

________________________________
Glenn Smith, Chairman

12<PAGE>
EXHIBIT I

CERTIFICATE OF CONVERSION

Number of Shares of Preferred Stock being converted: ________

Applicable Conversion Price: ________________________________

Number of Shares of Common Stock Issuable:___________________

Date of conversion: _________________________________________

Delivery Instructions for certificates of Common Stock and
for new certificates representing any remaining shares of
Preferred Stock;
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________

NAME OF HOLDER:

_______________________________

_______________________________
(Signature of Holder)

ACCESS POWER, INC.

Bylaws

Article l: Stockholders

SECTION 1.1. ANNUAL MEETING. There shall be an annual meeting
of the stockholders of ACCESS POWER, INC. (the "Corporation") on the
second Tuesday in May of each year at 10:00 a.m. Iocal time, or at
such other date or time as shall be designated from time to time by
the board of directors of the Corporation (the "Board of Directors")
and stated in the notice of the meeting, for the election of directors
and for the transaction of such other business as may come before the
meeting.

SECTION 1.2. SPECIAL MEETINGS. A special meeting of the
stockholders of the Corporation may be called at anytime by the
written resolution or other request of a majority of the members of
the Board of Directors. Such written resolution or request shall
specify the purpose or purposes for which such meeting shall be
called.

SECTION 1.3. NOTICE OF MEETINGS. Written notice of each meeting
of stockholders, whether annual or special, stating the date, hour and
place thereof, shall be served either personally or by mail, not less
than ten nor more than sixty days before the meeting, upon each
stockholder of record entitled to vote at such meeting and upon any
other stockholder to when the giving of notice of such a meeting may
be required by law. Notice of a special meeting shall also state the
purpose or purposes for which the meeting is cared and shall indicate
that such notice is being issued by or at the direction of the Board
of Directors. If, at any meeting, action is proposed to be taken that
would, if taken, entitle stockholders to receive payment for their
stock pursuant to the General Corporation Law of the State of Florida,
the notice of such meeting shall include a statement of that purpose
and to that effect. If mailed, notice shall be deemed to be delivered
when deposited in the United States mail or with any private express
med service, postage or delivery fee prepaid, and shall be directed to
each such stockholder at its address as it appears on the records of
the Corporation, unless such stockholder shall have previously filed
with the secretary of the Corporation a written request that notices
intended for such stockholder be mailed to some other address, in
which case, it shall be mailed to the address designated in such
request.

SECTION 1.4. PLACE OF MEETING. The Board of Directors may
designate any place, either in the State of Florida or outside the
State of Florida, as the place a stockholder meeting shall be held for
any annual meeting or any special meeting called by the Board of
Directors. If no designation is made, the place of such meeting shall
be the principal office of the Corporation.

SECTION 1.5. FIXING DATE OF RECORD. In order that the
Corporation may determine the stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, the
Board of Directors may fix a record date which: (a) shall not precede
the date upon which the resolution fixing the record date is adopted<PAGE>
by the Board of Directors, and (b) shall not be less than ten nor more
than sixty days before the date of such meeting. If no record date is
fixed by the Board of Directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or if notice is waived, at
the close of business on the day next preceding the day on which the
meeting is held. A determination d stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any
adjournment of such meeting; PROVIDED, HOWEVER, that the Board of
Directors may fix a new record date for the adjourned meeting.

In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or
allotment of any rights or the stockholders entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or
for the purpose of any other lawful action, the Board of Directors may
fix a record date which: (a) shall not precede the date upon which the
resolution fixing the record date is adopted, and (b) shall be not
more than sixty days prior to such action. If no record date is fixed
by the Board of Directors, the record date for determining
stockholders for any such purpose shall be at the close of business on
the day on which the Board of Directors adopts the resolution relating
thereto.

SECTION 1.6. INSPECTORS. At each meeting of the stockholders,
the polls shall be opened and closed, the proxies and ballots shall be
received and be taken in charge, and all questions touching the
qualification of voters, the validity of proxies and the acceptance or
rejection of votes shall be decided by one or more inspectors. Such
inspectors shall be appointed by the Board of Directors before or at
such meeting or, if no such appointment shall have been made, then by
the presiding corporate officer at the meeting. If, for any reason, any
of the inspectors previously appointed shall fail to attend the
meeting or shall refuse or be unable to serve, inspectors in place of
any inspectors so failing to attend or refusing or being unable to
serve shall be appointed in like manner.

SECTION 1.7. QUORUM. At any meeting of the stockholders, the
holders of one-third of the outstanding shares of each class and
series, if any, of the capital stock of the Corporation present in
person or represented by proxy, shall constitute a quorum of the
stockholders for all purposes, unless the representation of a larger
number shall be required by law, in which case, the representation of
the number so required shall constitute a quorum.

If the holders of the amount of stock necessary to constitute a
quorum shall fail to attend in person or by proxy at the time and
place fixed in accordance with these Bylaws for an annual or special
meeting, a majority in interest of the stockholders present in person
or by proxy may adjourn, from time to time, without notice other than
by announcement at the meeting, until the requisite holders of the
amount of stock necessary to constitute a quorum shall attend. At any

-2-<PAGE>
such adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted et the
meeting as originally notified.

SECTION 1.8. BUSINESS. The chairman, if any, of the Board of
Directors, the president of the Corporation or, in his absence the
vice-chairman, if any, of the Board of Directors or an executive vice-
president of the Corporation, inn the order named, shall call meetings
of the stockholders to order and shall act as the chairman of such
meeting; provided, HOWEVER, that the Board of Directors or the
executive committee, if any, may appoint any stockholder to act as the
chairman of any meeting in the absence of the chairman of the Board d
Directors. The secretary of the Corporation shall act as secretary at
all meetings of the stockholders, but in the absence of the secretary
at any meeting of the stockholders, the presiding corporate officer
may appoint any person to act as the secretary of the meeting.

SECTION 1.9. STOCKHOLDER PROPOSALS. No proposal by a
stockholder shall be presented for vote at an annual meeting of
stockholders unless such stockholder shall, not later than the close
of business on the first business day of the month of January, provide
the Board of Directors or the secretary of the Corporation with
written notice of its intention to present a proposal for action at
the forthcoming meeting of stockholders. No proposal by a stockholder
shall be presented for vote at a special meeting of stockholders
unless such stockholder shall, not later than the close of business on
the tenth calendar day following the date on which notice of such
meeting is first given to stockholders, provide the Board of Directors
or the secretary of the Corporation with written notice of its
intention to present a proposal for action at the forthcoming special
meeting of stockholders. Any such notice shall be given by personal
delivery or shall be sent via first class certified mail, return
receipt requested, postage prepaid and shall include the name and
address of such stockholder, the number of voting securities that such
stockholder holds of record and a statement that such stockholder
holds beneficial (or if such stockholder of record does not own such
shares beneficially, including the executed consent and authorization
of the beneficial stockholder), the text of the proposal to be
presented for vote at the meeting and a statement in support of the
proposal.

Any stockholder who was a stockholder of record on the applicable
record date may make any other proposal at an annual or special
meeting of stockholders and the same may be discussed and considered;
PROVIDED, HOWEVER, that unless stated in writing and filed with the
Board of Directors or the secretary prior to the date set forth
hereinabove, such proposal shall be laid over for action at an
adjourned, special, or annual meeting of the stockholders taking place
sixty days or more thereafter, at a time, place and date to be
determined by the Board of Directors. This provision shall not prevent
the consideration and approval or disapproval at an annual meeting of
reports of officers, directors, and committees, but in connection with
such reports, no new business proposed by a stockholder, QUA

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stockholder, shall be acted upon at such annual meeting unless stated
and filed as herein provided.

Notwithstanding any other provision of these Bylaws, the
Corporation shall be under no obligation to include any stockholder
proposal in its proxy statement materials or otherwise present any
such proposal to stockholders at a special or annual meeting of
stockholders if the Board of Directors reasonably believes the
proponents thereof have not complied with Sections 13 and 14 of the
Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder; nor shall the Corporation be required to
include any stockholder proposal not required to be included in its
proxy materials to stockholders in accordance with any such section,
rule or regulation.

SECTION 1.10. VOTING; PROXIES. At all meetings of stockholders,
a stockholder entitled to vote may vote either in person or by proxy
executed in writing by the stockholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the secretary of the
Corporation at or before the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise
provided in the proxy.

SECTION 1.11. VOTING BY BALLOT. The votes for directors, and
upon the demand of any stockholder or when required by law, the votes
upon any question before the meeting, shall be by ballot.

SECTION 1.12. VOTING LISTS. The corporate officer who has
charged of the stock ledger of the Corporation shall prepare and make,
at least ten days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and
the number of shares of stock registered in the name of each
stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to such meeting, during ordinary
business hours for a period of at least ten days prior to the meeting,
either at a place within the city in which such meeting is to be held,
which place shall be specified in the notice of the meeting, or if not
so specified, at the place where such meeting is to be held. The list
shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder
who is present.

SECTION 1.13. VOTING OF STOCK OF CERTAIN HOLDERS. Shares of
capital stock of the Corporation standing in the name of another
corporation, domestic or foreign, may be voted by such officer, agent
or proxy as the bylaws of such corporation may prescribe, or in the
absence of such provision, as the board of directors of such
corporation may determine.

Shares of capital stock of the Corporation standing in the name
of a deceased person, a minor ward or an incompetent person may be
voted by such person's administrator, executor, court-appointed
guardian or conservator, either in person or by proxy, without a
transfer of such stock into the name of such administrator, executor,
court-appointed guardian or conservator. Shares of capital stock of
the Corporation standing in the name of a trustee may be voted by such
trustee, either in person or by proxy.

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Shares of capital stock of the Corporation standing in the name
of a receiver may be voted by such receiver, either in person or by
proxy, and stock held by or under the control of a receiver may be
voted by such receiver without the transfer thereof into his name if
authority to do so is contained in any appropriate order of the court
by which such receiver was appointed.

A stockholder whose stock is pledged shall be entitled to vote
such stock, either in person or by proxy, until the stock has been
transferred into the name of the pledgee; thereafter, the pledgee
shall be entitled to vote, either in person or by proxy, the stock so
transferred.

Shares of its own capital stock belonging to the Corporation
shall not be voted, directly or indirectly at any meeting and shall
not be counted in determining the total number of outstanding shares
of capital stock at any given time; however, shares of the
Corporation's own capital stock held by it in a fiduciary capacity may
be voted and shall be counted in determining the total number of
shares of outstanding capital stock at any given time.

SECTION 1.14. PROHIBITION AGAINST STOCKHOLDER ACTION BY CONSENT.
Effective January 1, 1997, the stockholders of the Corporation may
only take action by vote at an annual or special meeting of the
stockholders. The stockholders of the Corporation may not take any
action by consent (written or otherwise) in lieu of taking action at
an annual or special meeting of stockholders.

ARTICLE II: BOARD OF DIRECTORS

SECTION 2.1. NUMBER AND TERRN OF OFFICE. The business and the
property of the Corporation shall be managed and controlled by the
Board of Directors. The Board of Directors shall consist of no fewer
than two directors (one if there is one stockholder) and no more than
twelve directors. Within the limits above specified, the number of
directors shall be determined by the Board of Directors pursuant to a
resolution adopted by a majority of the directors then in office. Each
director shall hold office for the term for which elected and until
his or her successor shall be elected and shall qualify. Directors
need not be stockholders.

SECTION 2.2. CLASSIFICATION. If there shall be more than one
director, the directors shall be classified, in respect solely to the
time for which they shall severally hold office, by dividing them into
three classes (two classes if there are only two directors), each such
class to be as nearly as possible equal in number of directors to each
other class. If there are three or more directors: (i) the first

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term of office of directors of the first class shall expire at the
first annual meeting after their election, and thereafter such terms
shall expire on each three year anniversary of such date; (ii) the
term of office of the directors of the second class shall expire on
the one year anniversary of the first annual meeting after their
election, and thereafter such terms shall expire on each three year
anniversary of such one year anniversary; and (iii) the term of office
of the directors of the third class shall expire on the two year
anniversary of the first annual meeting after their election, and
thereafter such terms shall expire on each three year anniversary of
such two year anniversary. There are two directors: (i) the first
term of office of directors the first class shall expire at the first
annual meeting after their election, and thereafter such terms shall
expire on each two year anniversary of such date; and (ii) the term of
office of the directors of the second class shall expire on the one
year anniversary of the first annual meeting after their election, and
thereafter such terms shall expire on each two year anniversary of
such one year anniversary. If there is one director, the term of
office such director shall expire at the first annual meeting after
his election. At each succeeding annual meeting, the stockholders of
the Corporation shall elect directors for a full term or the remainder
thereof, as the case may be, to succeed those whose terms have
expired. Each director shall hold office or the term for which elected
and until his or her successor shall be elected and shaft qualify, or
until he or she shall resign or be removed as set forth below.

SECTION 2.3. REMOVAL. Any director, any class of directors or
the entire Board of Directors may be removed at any time, with or
without cause, but only by the affirmative vote of the holders of two-
thirds (2/3) or more of the outstanding shares of capital stock of the
corporation entitled to vote generally in the election of directors
cast at a meeting of the stockholders called for that purpose.

SECTION 2.4. VACANCIES. Vacancies in the Board of Directors,
including vacancies resulting from an increase in the number of
directors, shall be filled only by the affirmative vote a majority of
the remaining directors then in office, although the same may
represent less than a quorum; except that vacancies resulting from
removal from office by a vote of the stockholders may be filled by the
stockholders at the same meeting at which such removal occurs;
PROVIDED, HOWEVER, that the holders of not less than two-thirds (2/3)
of the outstanding shares of each class and series, if any, of the
capital stock of the Corporation entitled to vote upon the election of
directors shall vote for each replacement director. All directors
elected to fill vacancies shall hold office for a term expiring at the
time at which the term of the class to which they have been elected
expires. No decrease in the number of directors constituting the Board
of Directors shall shorten the term of an incumbent director. If there
are no directors in office, then an election of directors may be held
in the manner provided by statute. If, at any time of filling any
vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the Board of Directors
(as constituted immediately prior to any applicable increase), the
Court of Chancery may, upon application of any stockholder or
stockholders holding at least ten percent of the total number of the
shares of capital stock at the time outstanding, taken together as a
class, having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created
directorships, or to replace the directors chosen by the directors
then in office.

SECTION 2.5. PLACE OF MEETINGS, ETC. The Board of Directors may
hold its meetings, and may have an office and keep the books of the

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Corporation (except as otherwise may be provided by law), in such
place or places in the State of Florida or outside of the State of
Florida, as the Board of Directors may determine from time to time.
Any director may participate telephonically in any meeting of the
Board of Directors and such participation shall be considered to be
the same as his physical presence thereat.

SECTION 2.6. REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held on the day of the annual meeting of
stockholders after the adjournment thereof and at such other times and
places as the Board of Directors may fix. No notice shall be required
for any such regular meeting of the Board of Directors.

SECTION 2.7. SPECIAL MEETINGS. Special meetings of the Board of
Directors shall be held whenever called by direction of the chairman
of the Board of Directors, the president of the Corporation, an
executive vice-president of the Corporation or two-thirds (2/3) of the
directors then in office. The secretary of the Corporation shall give
notice of each special meeting, stating the date, hour and place
thereof, by delivering the same personally or by mail, at least five
days before such meeting, to each director; however, such notice may
be waived by any director. If mailed, notice shall be deemed to be
delivered when deposited in the Unites States mail or with any private
express document delivery service, postage or delivery fee prepaid.
Unless otherwise indicated in the notice thereof, any and all business
may be transacted at a special meeting. At any meeting at which every
director shall be precept, even though without any notice, any
business may be transacted.

SECTION 2.8. QUORUM; ACTIONS BY BOARD. A majority of the total
number of directors then in office shall constitute a quorum for the
transaction of business; however, if at any meeting of the Board of
Directors there be less than a quorum present, a majority of those
present may adjourn the meeting from time to time. At any meeting of
the Board of Directors at which a quorum is present, action may be
taken by the affirmative vote of at least a majority of the members of
the Board of Directors in attendance at such meeting, unless otherwise
set forth herein.

SECTION 2.9. BUSINESS. Business shall be transacted at meetings
of the Board of Directors in such order as the Board of Directors may
determine. At all meetings of the Board of Directors, the chairman, if
any, of the Board of Directors, the president of the Corporation, or
in his absence the vice-chairman, if any, of the Board of Directors,
or an executive vice-president of the Corporation, in the order named,
shall preside.

SECTION 2.10. CONTRACTS. No contract or transaction between the
Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association,
or other organization in which one or more of the Corporation's
directors or officers have a financial interest or are directors or
officers, shall be void or voidable solely for this reason or solely
because such director or officer is present at or participates in the
meeting of the Board of Directors or committee thereof which
authorizes such contract or transaction or solely because his or their
votes are counted for such purpose, if:

-7-<PAGE>
(A) The material facts relating to such officer's or director's
relationship or interest and relating to the contract or transaction
are disclosed or are known to the Board of Directors or committee
thereof, and the Board of Directors or committee thereof in good faith
authorizes the contract or transaction by the affirmative vote of a
majority of the disinterested directors, although the disinterested
directors may represent less than a quorum; or (B) The material facts
relating to such officer's or director's relationship or interest and
relating to the contract or transaction are disclosed or are known to
the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the
stockholders; or

(C) The contract or transaction is fair with respect to the
Corporation as of the time it is authorized, approved or ratified by
the Board of Directors, a committee thereof or the stockholders.

For purposes of the foregoing provisions, interested directors
may be counted in determining the presence of a quorum at a meeting of
the Board of Directors or of a committee thereof which authorizes such
a contract or transaction.

SECTION 2.11. COMPENSATION OF DIRECTORS. Each director of the
Corporation who is not a salaried officer or employee of the
Corporation or of a subsidiary of the Corporation shall receive such
allowances for serving as a director and such fees for attendance at
meetings of the Board of Directors, the executive committee or any
other committee appointed by the Board of Directors as the Board of
Directors may from time to time determine.

SECTION 2.12. ELECTION OF OFFICERS AND COMMITTEES. At the first
regular meeting of the Board of Directors in each year (at which a
quorum shall be present) held next after the annual meeting of
stockholders, the Board of Directors shall elect the principal
officers of the Corporation and members of the executive committee, if
any, to be elected by the Board of Directors under the provisions of
Article III and Article IV of these Bylaws. The Board of Directors may
designate such other committees with such power and authority (to the
extent permitted by law, the Corporation's Certificate of
Incorporation, as in effect, and these Bylaws), as may be provided by
resolution of the Board of Directors.

SECTION 2.13. NOMINATION. Subject to the rights of holders of
any class or series of stock having a preference over the common stock
of the Corporation as to dividends or upon liquidation, nominations
for the election of directors may be made by the Board of Directors or
by any stockholder entitled to vote in the election of directors
generally. However, any stockholder entitled to vote in the election
of directors generally may nominate one or more persons for election
as directors at a meeting only if written notice of such stockholder's
intention to make such nomination or nominations has been given,
either by personal delivery or by United States first class certified
mail, postage prepaid, return receipt requested and to the secretary
of the Corporation not later than: (a) wit respect to an election to
be held at an annual meeting of stockholders, the close of business on
the last day of the month of January, and (b) with respect to an
election to beheld at a special meeting of stockholders for the

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election of directors, the close of business on the tenth day
following the date on which notice of such meeting is first given to
stockholders.

Each such notice shall set forth: (i) the name and address of the
stockholder who intends to make the nomination and of the person or
persons to be nominated; (ii) a representation that the stockholder is
a holder of record of capital stock of the Corporation entitled to
vote at such meeting and intends to appear in person or by proxy at
the meeting to nominate the person or persons specified in the notice;
(iii) a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (iv) such other
information regarding each such nominee as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had the nominee been nominated, or
intended to be nominated by the Board of Directors; and (v) the
consent of each such nominee to serve as a director of the Corporation
if so elected. The presiding corporate officer at the meeting may
refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.

SECTION 2.14. ACTION BY WRITTEN CONSENT. Any action required or
permitted to be taken at any meeting of the Board of Directors, or of
any committee thereof, may be taken without a meeting if all members
of the Board of Directors or such committee, as the case may be,
consent thereto in writing and such writing is filed with the minutes
of the proceedings of the Board of Directors or the committee.

SECTION 2.15. PARTICIPATION BY CONFERENCE TELEPHONE. Members of
the Board of Directors or any committee thereof may participate in a
regular or special meeting of the Board of Directors or committee
thereof by means of conference telephone or similar communications
equipment by means of which all persons participating in such meeting
can hear one another and such participation shall constitute presence
in person at such meeting.

ARTICLE III: EXECUTIVE COMMITTEE

SECTION 3.1. NUMBER AND TERM OF OFFICE. The Board of Directors,
by resolution adopted by the affirmative vote of a majority of the
members of the Board of Directors, create an executive committee and
elect the members thereof from among the directors then in office.
The executive committee shall consist of such number of members as may
be fixed from time to time by resolution of the Board of Directors in
accordance with and as permitted by applicable law. Those directors
who serve as officers of the Corporation, by virtue of their offices,
shall be members of the executive committee. Unless otherwise ordered
by the Board of Directors, each elected member of the executive
committee shall continue to be a member thereof until the expiration
of his term of service as a director.

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Section 3.2. Powers. The executive committee may, while the
Board of Directors is not in session, exercise all or any of the
powers of the Board of Directors in all cases in which specific
directions shall not have been given by the Board of Directors;
provided, however, that the executive committee shall not have the
power or authority of the Board of Directors with respect to amending
the Corporation's Certificate of Incorporation, adopting an agreement
of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's
property and assets, recommending to the stockholders a dissolution of
the Corporation or a revocation of a dissolution, amending the Bylaws,
declaring a dividend, authorizing the issuance of stock or adopting a
certificate of ownership and merger.

SECTION 3.3. MEETINGS. Regular meetings of the executive
committee may be held without notice at such times and places as the
executive committee may fix from time to time by resolution. Special
meetings of the executive committee may be called by any member
thereof upon delivery of not less than five days notice, given in
person, by mail, by telegraph or by facsimile (if allowed by law),
stating the place, date and hour of the meeting, but such notice may
be waived by any member of the executive committee. If mailed, notice
shall be deemed to be delivered when deposited in the United States
mail or with any private express mail service, postage or delivery fee
prepaid. Unless otherwise indicated in the notice thereof, any and all
business may be transacted at a special meeting. At any meeting at
which every member of the executive committee shall be present, in
person or by telephone, even though without any notice, any business
may be transacted.

SECTION 3.4. PRESIDING OFFICER. At all meetings of the
executive committee the chairman of the executive committee, who shall
be designated by the Board of Directors from among the members of the
committee, shall preside, and the Board of Directors shall designate a
member of such committee to preside in the absence of the chairman
thereof. The Board of Directors may also similarly elect from its
members one or more alternate members of the executive committee to
serve at the meetings of such committee in the absence or
disqualification of any regular member or members, and, in case more
than one alternate is elected, shall designate at the time of election
the priorities as between them.

SECTION 3.5. VACANCIES. The Board of Directors, by the
affirmative vote of a majority of the members of the Board of
Directors then in office, shall fill vacancies in the executive
committee by election from the directors.

SECTION 3.6. RULES OF PROCEDURE; QUORUM. All action by the
executive committee shall be reported to the Board of Directors at the
next succeeding meeting of the Board of Directors after such action
has been taken and shall be subject to revision or alteration by the
Board of Directors; PROVIDED, HOWEVER, that no rights or acts of third
parties shall be affected by any such revision or alteration. The
executive committee shall fix its own rules of procedure, and shall
meet where and as provided by such rules or by resolution of the Board

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of Directors, but in every case the presence of a majority of the
total number of members of the executive committee shall be necessary
to constitute a quorum. In every case, the affirmative vote of a
majority of all of the members of the executive committee present at
the meeting shall be necessary for the adoption of any resolution.

ARTICLE IV: OFFICERS

SECTION 4.1. NUMBER AND TERM OF OFFICE. The officers of the
Corporation shall be a president, a chief executive officer, one or
more executive vice-presidents, a secretary, a treasurer, and such
other officers as may be elected or appointed from time to time by the
Board of Directors, including such additional vice-presidents with
such designations, if any, as may be determined by the Board of
Directors and such assistant secretaries and assistant treasurers as
may be determined by the Board of Directors. In addition, the Board of
Directors may elect a chairman thereof and may also elect a vice-
chairman as officers of the Corporation (each of whom shall be a
director). Any two or more offices may be held by the same person,
except that the offices of president and secretary may not be held by
the same person. In its discretion, the Board of Directors may leave
unfilled any office except those of president, treasurer and
secretary.

The officers of the Corporation shall be elected or appointed
annually by the Board of Directors at the first meeting of ~e Board of
Directors held after each annual meeting of stockholders. Each officer
shall hold office until his or her successor shall have been duly
elected or appointed, until his or her death or until he or she shall
resign or shall have been removed by the Board of Directors.

SECTION 4.2. VACANCIES. Vacancies or new offices may be filled
at any time by the affirmative vote of a majority of the members of
the Board of Directors.

Each of the salaried officers of the Corporation shall devote his
entire time, skill and energy to the business of the Corporation,
unless the contrary is expressly consented to by the Board of
Directors or the executive committee, if any.

SECTION 4.3. REMOVAL. Any officer may be removed by the Board
of Directors whenever, in its judgment, the best interests of the
Corporation would be served thereby.

SECTION 4.4. THE CHAIRMAN OF THE BOARD OF DIRECTORS. The
chairman, if any, of the Board of Directors shall preside at all
meetings of stockholders and of the Board of Directors and shall have
such other authority and perform such other duties as are prescribed
by law, by these Bylaws and by the Board of Directors. The Board of
Directors may designate the chairman thereof as chief executive
officer, in which case he shall have such authority and perform such
duties as are prescribed by these Bylaws and the Board of Directors
for the chief executive officer.

SECTION 4.5. THE VICE-CHAIRMAN OF THE BOARD OF DIRECTORS. The
vice-chairman, if any, of the Board of Directors shall have such
authority and perform such other duties as are prescribed by these
Bylaws and by the Board of Directors. In the absence or inability to

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act of the chairman of the Board of Directors and of the president of
the Corporation, the vice-chairman shall preside at the meetings of
the stockholders and of the Board of Directors and-shall have and
exercise all of the powers and duties of the chairman of the Board of
Directors. The Board of Directors may designate the vice-chairman as
chief executive officer, in which case he shall have such authority
and perform such duties as are prescribed by these Bylaws and the
Board of Directors for the chief executive officer.

SECTION 4.6. THE PRESIDENT. The president of the Corporation
shall have such authority and perform such duties as are prescribed by
law, by these Bylaws, by the Board of Directors and by the chief
executive officer (if the president is not the chief executive
officer). If there is no chairman of the Board of Directors, or in the
chairman's absence or the chairman's inability to act as the chairman
of the Board of Directors, the president shall preside at all meetings
of stockholders and of the Board of Directors. Unless the Board of
Directors designates the chairman of the Board of Directors or the
vice-chairman as chief executive officer, the president shall be the
chief executive officer, in which case he shall have such authority
and perform such duties as are prescribed by these Bylaws and the
Board of Directors for the chief executive officer.

SECTION 4.7. THE CHIEF EXECUTIVE OFFICER. Unless the Board of
Directors designates the chairman of the Board of Directors or the
vice-chairman as chief executive officer, the president shall be the
chief executive officer of the Corporation. Subject to the supervision
and direction of the Board of Directors, the chief executive officer
of the Corporation shall have general supervision of the business,
property and affairs of the Corporation, including the power to
appoint and discharge agents and employees, and the powers vested in
him or her by the Board of Directors, by law or by these Bylaws or
which usually attach or pertain to such office.

SECTION 4.8. THE EXECUTIVE VICE-PRESIDENTS. In the absence of
the chairman of the Board of Directors, if any, the president of the
Corporation, and in the event of the inability or refusal of the
president of the Corporation to act, the vice-chairman, if any, of the
Board of Directors, or in the event of the inability or refusal of
either of them to act, the executive vice-president of the Corporation
(or in the even there is more than one executive vice-president of the
Corporation, the executive vice-presidents thereof in the order
designated, or in the absence of any designation, then in the order of
their election) shall perform the duties of the chairman of the Board
of Directors, of the president of the Corporation and of the vice-
chairman of the Board of Directors, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the chairman
of the Board of Directors, the president of the Corporation and the
vice-chairman of the Corporation. Any executive vice-president of the
Corporation may sign, with the secretary of the Corporation or an
authorized assistant secretary, certificates for stock of the
Corporation and shall perform such other duties as from time to time
may be assigned to him or her by the chairman of the Board of
Directors, the president of the Corporation, the vice-chairman of the
Board of Directors, the Board of Directors or these Bylaws.

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SECTION 4.9. THE VICE-PRESIDENTS. The vice-presidents of the
Corporation, if any, shall perform such duties as may be assigned to
them from time to time by the chairman of the Board of Directors, the
president, the vice-chairman, the Board of Directors, or these Bylaws.

SECTION 4.10. THE TREASURER. Subject to the direction of the
chief executive officer of the Corporation and the Board of Directors,
the treasurer of the Corporation shall: (a) have charge and custody of
all the funds and securities of the Corporation; (b) when necessary or
proper, endorse for collection or cause to be endorsed on behalf of
the Corporation, cheeks, notes and other obligations, and cause the
deposit of the same to-the credit of the Corporation in such bank or
banks or depository as the Board of Directors may designate or as the
Board of Directors by resolution may authorize; (e) sign all receipts
and vouchers for payments made to the Corporation other than routine
receipts and vouchers, the signing of which he or she may delegate;
(d) sign all cheeks made by the Corporation (provided, however, that
the Board of Directors may authorize and prescribe by resolution the
manner in which checks drawn on banks or shall be signed, including
the use of facsimile signatures, and the manner in which officers,
agents or employees shall be authorized to sign); (e) unless otherwise
provided by resolution of the Board of Directors, sign with an
officer-director all bills of exchange and promissory notes of the
Corporation; (f) sign with the president or an executive vice-
president all certificates representing shares of the capital stock;
(g) whenever required by the Board of Directors, render a statement of
his or her cash account; (h) enter regularly full and accurate account
of the Corporation in books of the Corporation to be kept by the
treasurer for that purpose; (i) exhibit, at all reasonable times, his
or her books and accounts to any director of the Corporation upon
application at the treasurer's office during regular business hours;
and (j) perform all acts incident to the position of treasurer. If
required by the Board of Directors, the treasurer of the Corporation
shall give a bond for the faithful discharge of his or her duties in
such sum as the Board of Directors may require.

SECTION 4.11. THE SECRETARY. The secretary of the Corporation
shall: (a) keep the minutes of all meetings of the Board of Directors,
the minutes of all meetings of the stockholders and (unless otherwise
directed by the Board of Directors) the minutes of all committees, in
books provided for that purpose; (b) attend to the giving and serving
of all notices of the Corporation; (e) sign with an officer-director
or any other duly authorized person, in the name of the Corporation,
all contracts authorized by the Board of Directors or by the executive
committee, and, when so ordered by the Board of Directors or the
executive committee, affix the seal of the Corporation thereto; (d)
have charge of the certificate books, transfer books and stock
ledgers, and such other books and papers as the Board of Directors or
the executive committee may direct, all of which shall, at all
reasonable times, be open to the examination of any director, upon
application at the secretary's office during regular business hours;
and (e) in general, perform all of the duties incident to the office
of the secretary, subject to the control of the chief executive
officer and the Board of Directors.

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SECTION 4.12. THE ASSISTANT TREASURERS AND ASSISTANT
SECRETARIES. The assistant treasurers of the Corporation shall
respectively, if required by the Board of Directors, give bonds for
the faithful discharge of their duties in such sums and with such
sureties as the Board of Directors may determine. The assistant
secretaries of the Corporation as "hereunto authorized by the Board of
Directors may sign with the chairman of the Board of Directors, the
president of the Corporation, the vice-chairman of the Board of
Directors or an executive vice-president of the Corporation,
certificates for stock of the Corporation, the issue of which shall
have been authorized by a resolution of the Board of Directors. The
assistant treasurers and assistant secretaries, in general, shall
perform such duties as shall be assigned to them by the treasurer or
the secretary, respectively, or chief executive officer, the Board of
Directors, or these Bylaws.

SECTION 4.13. SALARIES. The salaries of the officers shall be
fixed from time to time by the Board of Directors and no officer shall
be prevented from receiving such salary by reason of the fact that he
or she is also a director of the Corporation.

SECTION 4.14. VOTING UPON STOCKS. Unless otherwise ordered by
the Board of Directors or by the executive committee, any officer-
director or any person or persons appointed in writing by any of them,
shall have full power and authority or behalf of the Corporation to
attend, to act and to vote at any meetings of stockholders of any
Corporation in which the Corporation may hold stock, and at any such
meeting shall possess and may exercise any and all the rights and
powers incident to the ownership of such stock, and which, as the
owner thereof, the Corporation might have possessed and exercised if
present. The Board of Directors may confer like powers upon any other
person or persons.

ARTICLE V: CONTRACTS AND LOANS

SECTION 5.1. CONTRACTS. The Board of Directors may authorize
any officer or officers, agent or agents, to enter into any contract
or execute and deliver any instrument in the name of and on behalf of
the Corporation, and such authority may be general or confined to
specific instances.

SECTION 5.2. LOANS. No loans shall be contracted on behalf of
the Corporation and no evidences of indebtedness shall be issued in
its name unless authorized by a resolution of the Board of Directors.
Such authority may be general or confined to specific instances.

ARTICLE VI: CERTIFICATES FOR STOCK AND THEIR TRANSFER

SECTION 6.1. CERTIFICATES FOR STOCK. Certificates representing
shares of capital stock of the Corporation shall be in such form as
may be determined by the Board of Directors. Such certificates shall
be signed by the chairman of the Board of Directors, the president of
the Corporation, the vice-chairman of the Board of Directors or an

-14-<PAGE>
executive vice-president of the Corporation and by the secretary or an
authorized assistant secretary and shall be sealed with the seal of
the Corporation. The seal may be a facsimile. If a stock certificate
is countersigned: (i) by a transfer agent other than the Corporation
or its employee, or (ii) by a registrar other than the Corporation or
its employee, any other signature on the certificate may be a
facsimile. In the event that any officer, transfer agent-or registrar
who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or
registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue. All certificates for capital
stock shall be consecutively numbered or otherwise identified. The
name of the person to whom the shares of capital stock represented
thereby are issued, with the number of shares of capital stock and
date of issue, shall be entered on the books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be
canceled and no new certificates shall be issued until the former
certificate for a like number of shares of capital stock shall have
been surrendered and canceled, except that in the event of a lost,
destroyed or mutilated certificate, a new one may be issued therefor
upon such terms and indemnity to the Corporation as the Board of
Directors may prescribe.

SECTION 6.2. TRANSFERS OF STOCK. Transfers of capital stock of
the Corporation shall be made only on the books of the Corporation by
the holder of record thereof or by his legal representative, who shall
furnish proper evidence of authority to transfer, or by his attorney
"hereunto authorized by power of attorney duly executed and filed with
the secretary of the Corporation, and on surrender for Bylaws of
cancellation of the certificate for such capital stock. The person in
whose name capital stock stands on the books of the Corporation shall
be deemed to be the owner thereof for all purposes as regards the
Corporation.

ARTICLE VII: FISCAL YEAR

SECTION 7.1. FISCAL YEAR. The fiscal year of the Corporation
shall begin or, the first day of January in each year and end on the
last day of December in each year.

ARTICLE VIII: SEAL

SECTION 8.1 SEAL. The Board of Directors shall approve a
corporate seal which shall be in the form of a circle and shall have
inscribed thereon the name of the Corporation.

ARTICLE IX: WAIVER OF NOTICE

SECTION 9.1. WAIVER OF NOTICE. Whenever any notice is required
to be given under the provisions of these Bylaws or under the
provisions of the Certificate of Incorporation or under the provisions
of the General Corporation Law of the State of Florida, waiver thereof
in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Attendance of any person at a

-15-<PAGE>
meeting for which any notice is required to be given under the
provisions of these Bylaws, the Certificate of Incorporation or the
General Corporation Law of the State of Florida shall constitute a
waiver of notice of such meeting except when the person attends for
the express purpose of objecting, at the beginning of the meeting, to
the transaction of any businesses because the meeting is not lawfully
called or convened.

ARTICLE X: AMENDMENTS

SECTION 10.1. AMENDMENTS. These Bylaws may be altered, amended
or repealed and new Bylaws may be adopted at any meeting of the Board
of Directors by the affirmative vote of at least two-thirds (2/3) of
the members of the Board of Directors or by the affirmative vote of
the holders of two-thirds (2/3) of the outstanding shares of each
class and series, if any, of capital stock of the Corporation entitled
to vote in the election of directors cast at a meeting of the
stockholders called for that purpose.

ARTICLE XI: INDEMNIFICATION AND ADVANCEMENT OF COSTS

SECTION 11.1 INDEMNIFICATION AND ADVANCEMENT OF COSTS. The
Corporation shall indemnify its officers, directors, employees and
agents to the fullest extent permitted by the Certificate of
Incorporation consistent with General Corporation Law of the State of
Florida, as amended from time to time; and the Corporation may advance
costs incurred by. officers, directors, employees and agents of the
Corporation or another corporation, partnership, joint venture, trust
or other enterprise, in their defenses of any civil, criminal,
administrative or investigative action or proceeding asserted against
one or more of them by reason of the fact of his, her, or their
serving or having served in such capacity or capacities at the request
of the Corporation and in advance of a final disposition of such
action, suit or proceeding to the fullest extent permitted by the
Certificate of Incorporation consistent with the General Corporation
Law of the State of Florida, as amended from time to time, provided
that the terms and conditions of such advancement of costs is approved
by the Board of Directors. Nothing herein is intended to limit the
Corporation's authority to indemnify its officers, directors,
employees and agents or to advance funds in connection therewith,
under the General Corporation Law of the State of Florida, as amended
from time to time.

-16-

NUMBER INCORPORATED
SL____ UNDER THE LAWS OF
THE STATE OF
GEORGIA

ACCESS POWER SHARES
_______

SEE REVERSE FOR
AUTHORIZED STOCK 40,000,000 SHARES CERTAIN
.001 PAR VALUE DEFINITIONS

CUSIP 00431N 10 8
797-371650

THIS CERTIFIES THAT

SPECIMEN

is the registered holder of _________________________ Shares

ACCESS POWER, INC.

transferable only on the books of the Corporation by the holder
hereof in person or by Attorney upon surrender of this certificate
properly endorsed.

IN WITNESS WHEREOF, the said Corporation has caused this
Certificate to be signed by its duly authorized officers and its
Corporate Seal to be hereunto affixed this ____ day of _______
A.D. 19______.

/s/ Maurice Matovich ACCESS POWER, INC. /s/ Glenn Smith
SECRETARY CORPORATE PRESIDENT
SEAL
FLORIDA COUNTERSIGNED AND REGISTERED
GEORGIA
/s/ P. J.
AUTHORIZED SIGNATURE

TRANSFER AGENT AND REGISTRAR:
ATLAS STOCK TRANSFER CORPORATION
5899 South State Street
Salt Lake City, Utah 84107

ACCESS POWER, INC.

STOCK OPTION PLAN

<PAGE>
TABLE OF CONTENTS

Page

Purpose 1
Definitions 1
Administration 3
Eligibility 4
Stock 4
Terms and Conditions 4
Incentive Stock Options and Nonqualified stock Options 6
Termination of Options 7
Amendment and Termination of the Plan 8
No Obligation to Exercise Option 8
Effective Date; Duration of the Plan 8
Effect of Plan 9

(i)
<PAGE>
ACCESS POWER, INC.

STOCK OPTION PLAN

1. PURPOSE

1.1 The purpose of the Access Power, Inc. Stock Option Plan is
to provide an incentive to key Employees of the Company and its
Affiliates who are in a position to contribute materially to expanding
and improving the Company's profits, to aid in attracting and
retaining Employees of outstanding ability, and to encourage ownership
of Shares by Employees.

2. DEFINITIONS

2.1 For purposes of the Plan the following terms shall have the
definition which is attributed to them, unless another definition is
clearly indicated by a particular usage and context.

(a) "AFFILIATES" means a Subsidiary or a Parent.

(b) "BOARD" means the Company's Board of Directors.

(d) "COMMITTEE" means the Plan Committee appointed by the
Board pursuant to Section 3.1 hereof.

(e) "COMPANY" means Access Power, Inc. and successors
thereto.

(f) "EFFECTIVE DATE OF EXERCISE" means the later of (i) the
date on which the Company has received a written notice of exercise of
an Option and full payment of the purchase price from the Optionee, or
(ii) the effective date of exercise set forth in written notice.

(g) "EFFECTIVE DATE OF GRANT" means the date on which the
Committee makes an award of an Option.

(h) "EMPLOYEE" means any individual who performs services
for the Company or an Affiliate and is considered to be an employee on
the regular payroll of the Company or an Affiliate.

(i) "EXCHANGE ACT" means the Securities Exchange Act of
1934, as amended.

(j) "FAIR MARKET VALUE" means on, or with respect to, any
given date:
(k)

<PAGE>
(i) If the Shares are listed on a national stock
exchange, the closing market price of such Shares as reported on
the composite tape for issues listed on such exchange on such
date or, if no trades shall have been reported for such date, on
the next preceding date on which there were trades reported;
provided, that if no such quotations shall have been made within
the ten business days preceding such date, Fair Market Value
shall be determined under (iii) below.

(ii) If the Shares are not listed on a national stock
exchange but are traded on the over the counter market, the mean
between the closing dealer bid and asked price of such Shares as
reported by the National Association of Securities Dealers
through their Automated Quotation System for such date, or if no
quotations shall have been made on such date, on the next
preceding date on which there were quotations; provided, that, if
no such quotations shall have been made within the ten business
days preceding such date, Fair Market Value shall be determined
under (iii) below.

(iii) If (i) and (ii) do not apply, the fair market
value of a Share without regard to any control premium or
discount for lack of control (except as otherwise required by
Code Section 422) as determined by the Committee in good faith.

(l) "INCENTIVE STOCK OPTION" shall have the same meaning as given to
that term by Code Section 422 and any regulations or rulings
promulgated thereunder.

(m) "NONQUALIFIED STOCK OPTION" means any Option granted under the
Plan which is not considered an Incentive Stock Option.

(n) "OPTION" means the right to purchase from the Company a stated
number of Shares at a specified price. The Option may be granted to
an Employee subject to the terms of this Plan, and such other
conditions and restrictions as the Committee deems appropriate. Each
Option shall be designated by the Committee to be either an Incentive
Stock Option or a Nonqualified Stock Option.

(o) "OPTION PRICE" means the purchase price per Share subject to an
Option and shall be fixed by the Committee, which, with respect to an
Incentive Stock Option, shall not be less than 100% of the Fair Market
Value of a Share on the Effective Date of Grant and with respect to a
Nonqualified Stock Option, shall not be less than the par value of a
Share on the Effective Date of Grant.

(p) "OPTIONEE" means an Employee who has been awarded an Option under
the Plan.
(q)

(r) "OPTIONED SHARES" means Shares subject to outstanding Options.

2
<PAGE>
(s) "PARENT" shall mean any corporation (other than the Company) in
an unbroken chain of corporations ending with the Company if, at the
time of a granting of an Option, each of the corporations (other than
the Company) owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations
in such chain within the meaning of Code Section 424(e) and any
regulations or rulings promulgated thereunder.

(t) "PERMANENT AND TOTAL DISABILITY" shall have the same meaning as
given to that term by Code Section 22(e)(3) and any regulations or
rulings promulgated thereunder.

(u) "PLAN" means Access Power, Inc. Stock Option Plan, as evidenced
herein and as amended from time to time.

(v) "SEC RULE 16B-3" means Rule 16b-3 of the Securities and Exchange
Commission promulgated under the Exchange Act.

(w) "SHARE" means one share of the $.001 par value common stock of
the Company.

(x) "SUBSIDIARY" shall mean any corporation in an unbroken chain of
corporations beginning with the Company if, at the time of the
granting of an Option, each of the corporations (other than the last
corporation) in the unbroken chain owns stock possessing 50% or more
of the total combined voting power of all classes of stock in one of
the other corporations in such chain, within the meaning of Code
Section 424(f) and any regulations or rulings promulgated thereunder.

3. ADMINISTRATION

3.1 The Plan shall be administered by the Committee. The Committee
shall be comprised of not less than two of the then members of the
Board. The members of the Committee shall be appointed by the Board.
At the time the Company is subject to the Exchange Act, the members of
the Committee shall be disinterested persons within the meaning of
Rule 16b-3, unless the Board decides otherwise. The Board may from
time to time remove members from or add members to the Committee.
Vacancies on the Committee, howsoever caused, shall be filled by the
Board. If at any time, there are no members of the Committee, the
Board shall serve as the Committee.

3.2 The action of a majority of the Committee at which a quorum is
present, or acts reduced to or so approved in writing by a majority of
the Committee, shall be the valid acts of the Committee.
3.3

3.4 The Committee shall from time to time at its discretion designate
the key Employees who shall be granted Options, determine the number
of shares to be granted to each, determine the term of each option,
and determine whether the Option is an Incentive Stock Option or
Nonqualified Stock Option and the general terms of the Option.

3<PAGE>
3.5 The interpretation and construction by the Committee of any
provisions of the Plan or of any Option granted under it and all
actions of the Committee shall be final and binding on all parties
hereto. No member of the Board or the Committee shall be liable for
any action or determination made in good faith with respect to the
Plan or any Option granted under it.

4. ELIGIBILITY

4.1 Each Optionee shall be an Employee who is a key Employee of the
Company or an Affiliate, as selected by the Committee in its sole
tdiscretion from time to time.

4.2 Except as provided in Section 7.2(a), no Incentive Stock Option
shall be granted to any individual who owns, directly or indirectly,
stock representing more than 10% of the total combined voting power of
all classes of stock of the Company or an Affiliate.

5. STOCK

5.1 The aggregate number of Shares with respect to which Options may
be granted pursuant to the Plan shall not exceed 1,000,000 Shares.
The maximum number of Shares with respect to which Options may be
granted under the Plan to any one Employee shall not exceed 250,000
Shares.

5.2 In the event that any outstanding Option under the Plan expires
or is terminated for any reason, the Optioned Shares subject to that
option may again be available for an Option under the Plan.

6. TERMS AND CONDITIONS

6.1 Options granted pursuant to the Plan shall be authorized by the
Committee under terms and conditions approved by the Committee and
shall be evidenced by agreements in such form as the Committee shall
from time to time approve, which agreements shall contain or shall be
subject to the following terms and conditions, whether or not such
terms and conditions are specifically included therein:

(a) NUMBER OF SHARES. Each Option shall state the number of Shares
to which it pertains.

(b) DATE. Each Option shall state the Effective Date of Grant.

4<PAGE>
(d) METHOD AND TIME OF PAYMENT. The Option Price shall be payable on
the exercise of the Option and shall be paid in cash; in Shares,
including Shares acquired pursuant to the Plan; or part in cash and
part in Shares. Shares transferred in payment of the Option Price
shall be valued as of date of transfer based on the Fair Market Value.
The Committee may restrict the use of Shares as payment upon exercise.

(e) TRANSFER OF OPTION. No Option shall be transferable by the
Optionee, except by will or the laws of descent and distribution upon
the Optionee's death and subject to any other limitations of the Plan.

(f) RECAPITALIZATION. The number of Optioned Shares and the Option
Price shall be correspondingly adjusted in order to give effect to
changes made in the number of outstanding Shares as a result of a
merger, consolidation, reorganization, recapitalization,
reclassification, combination, stock dividend, stock split, or other
relevant change.

(g) RIGHTS AS A SHAREHOLDER. An Optionee shall have no rights as a
shareholder with respect to any Optioned Shares until the date of the
issuance of a stock certificate to him for such Shares. No adjustment
shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights
for which the record date is prior to the date such stock certificate
is issued, except as provided in Section 6.1(f).

(h) INVESTMENT PURPOSE.

(i) The Company shall not be obligated to sell or
issue any Shares pursuant to any Option unless the Shares with
respect to which the Option is being exercised are in the opinion
of the Company's legal counsel at that time effectively
registered or exempt from registration under the Securities Act
of 1933, as amended.

(ii) Notwithstanding anything in the Plan to the
contrary, the Company may require as a condition to exercise any
Option a representation by the Optionee that the purchases of
Shares thereunder shall be for investment purposes and not with a
view for resale or distribution.

(i) DURATION OF OPTION. Subject to specific provisions relating to
Incentive Stock Options set forth in Section 7, each Option shall be
for a term of up to ten (10) years from the Effective Date of Grant as
determined in the sole discretion of the Committee.

(j) OTHER PROVISIONS. Options authorized under the Plan may contain
any other provisions or restrictions as the Committee in its sole and
absolute discretion shall deem advisable including but not limited to
offering Options in tandem with or reduced by other options or
employee benefits and reducing one award by the exercise of another
option or benefit. The Company may place such restriction legends on
stock certificates representing the Shares as the Company, in its sole
discretion, deems necessary or appropriate to reflect restrictions
under the securities laws or this Plan.

5<PAGE>
6.2 CONTINUOUS EMPLOYMENT. Nothing contained in this Plan or in any
Option granted pursuant to it shall confer upon any Employee any right
to continue in the employ of the Company, or an Affiliate, as the case
may be, or to interfere in any way with the right of the Company or an
Affiliate to terminate employment at any time. So long as a holder of
an Option shall continue to be an Employee of the Company or an
Affiliate, the Option shall not be affected by any change of the
Employee's duties or position.

6.3 EXERCISE OF OPTIONS. Any person entitled to exercise an Option
may do so in whole or in part by delivering to the Company, attention
Corporate Secretary, at its principal office a written notice of
exercise. The written notice shall specify the number of Shares for
which an Option is being exercised and shall be accompanied by full
payment of the Option Price for the Shares being purchased. During
the Optionee's lifetime, an Option may be exercised only by the
Optionee, or on his behalf by the Optionee's guardian or legal
representative.

7. INCENTIVE STOCK OPTIONS AND NONQUALIFIED STOCK OPTIONS

7.1 The Committee in its sole discretion may designate whether an
Option is to be considered an Incentive Stock Option or a Nonqualified
Stock Option. The Committee may grant both an Incentive Stock Option
and a Nonqualified Stock Option to the same individual. However,
where both an Incentive Stock Option and a Nonqualified Stock Option
are awarded at one time, such Options shall be deemed to have been
awarded in separate grants, shall be clearly identified, and in no
event will the exercise of one such Option affect the right to
exercise the other such Option except to the extent the Committee
determines in writing otherwise.

7.2 Any option designated by the Committee as an Incentive Stock
Option will be subject to the general provisions applicable to all
Options granted under the Plan. In addition, the Incentive Stock
Option shall be subject to the following specific provisions:

(a) At the time the Incentive Stock Option is granted, if the
Employee owns, directly or indirectly, stock representing more than
10% of the total combined voting power of all classes of stock of the
Company then:

(i) The Option Price must equal at least 110% of the
Fair Market Value on the Effective Date of Grant of the Shares
subject to the Option; and

(ii) The term of the Option shall not be greater than
five years from the Effective date of Grant.

6<PAGE>
(b) The aggregate Fair Market Value of Shares (determined at the
Effective Date of Grant) with respect to which Incentive Stock Options
granted by the Company, a Parent or Subsidiary can be exercised by an
Employee for the first time in any one calendar year shall not exceed
$100,000.

7.3 If any Option is not granted, exercised, or held pursuant to the
provisions noted immediately above, it will be considered to be a
Nonqualified Stock Option to the extent that any or all of the grant
is in conflict with these restrictions.

8. TERMINATION OF OPTIONS

8.1 An Option may be terminated as follows:

(a) During the period of continuous employment with the Company or
Subsidiary, an Option will be terminated only if it has been fully
exercised or it has expired by its terms.

(b) In the event of termination of employment for any reason, the
Option will terminate upon the earlier of (i) the full exercise of the
Option, (ii) the expiration of the Option by its terms, or (iii)
except as provided in Section 8.1(c), no more than three years (3
months for Incentive Stock Options) following the date of employment
termination. For purposes of the Plan, a leave of absence approved by
the Company shall not be deemed to be termination of employment except
with respect to an Incentive Stock Option as required to comply with
Code Section 422 and the regulations issued thereunder.

(c) If an Optionee's employment terminates by reason of death or
Permanent and Total Disability prior to the termination of an Option,
such Option may be exercised to the extent that the Optionee shall
have been entitled to exercise it at the time of death or Permanent
and Total Disability, as the case may be, by the Optionee, the estate
of the Optionee or the person or persons to whom the Option may have
been transferred by will or by the laws of descent and distribution
for the period set forth in the Option, but no more than three years
following the date of such death or Permanent and Total Disability,
provided, however, with respect to an Incentive Stock Option, such
right must be exercised, if at all, within
(d)
one year after the date of such death or Permanent and Total
Disability.

8.2 Except as otherwise expressly provided in the written agreement
with the Optionee referred to in Section 6, and except as provided in
this Section, in no event will the continuation of the term of an
Option beyond the date of termination of employment allow the
Employee, or his beneficiaries or heirs, to accrue additional rights
under the Plan, or to purchase more Shares through the exercise of an
Option than could have been purchased on the day that employment was
terminated.

7<PAGE>
9. AMENDMENT AND TERMINATION OF THE PLAN

9.1 The Plan may be amended by the Board, without Shareholder
approval, at any time in any respect, unless Shareholder approval of
the amendment in question is required under Florida law, the Code and,
when applicable, any exemption from Section 16 of the Exchange Act
(including without limitation SEC Rule 16b-3) for which the Company
intends Section 16 persons to qualify, any national securities
exchange system on which the Shares are then listed or reported, by
any regulatory body having jurisdiction with respect to the Plan, or
any other applicable laws, rules or regulations.

9.2 When the Company is subject to the Exchange Act, the Plan
provisions that determine the amount, price and timing of the option
grants to Section 16 persons may not be amended more than once every
six months, other than to comport with changes in the Code, the
Employee Retierment Income Security Act of 1974, or rules thereunder,
unless the Company's legal counsel determines that such restriction on
amendments is not necessary to secure or maintain any exemptions from
Section 16 of the Exchange Act for which the Company intends Section
16 persons to qualify.

9.3 The Plan may be terminated at any time by the Board.

9.4 No amendment to the Plan will alter or impair any Option granted
under the Plan without the consent of the holders thereof.

10. NO OBLIGATION TO EXERCISE OPTION

The granting of an option shall impose no obligation upon the
Optionee to exercise such option.

11. EFFECTIVE DATE; DURATION OF THE PLAN

11.1 The Plan shall become effective as of June 15, 1997. The
effectiveness of the Plan is subject to the condition that it shall
have been approved by the shareholders of the Company within twelve
months after its adoption. Unless such approval by the shareholders
shall have been obtained, this Plan and any Option granted pursuant
thereto shall be null and void and without effect.
11.2

11.3 No Option may be granted after the tenth anniversary of the
earlier of the date the Plan is adopted or the date the Plan is
approved by shareholders.

12. EFFECT OF PLAN

8<PAGE>
The granting of an option pursuant to the Plan shall not give the
Optionee any right to similar grants in future years or any right to
be retained in the employ of the Company or an Affiliate, but an
Optionee shall remain subject to discharge to the same extent as if
the Plan were not in effect.

This Plan is adopted effective as of June 15, 1997.

ACCESS POWER, INC.

By:________________________________
Its

FIRST AMENDMENT TO THE
ACCESS POWER, INC. STOCK OPTION PLAN

This First Amendment to the Access Power, Inc. Stock Option Plan

(the "Plan"), is made effective as of March 25, 1998.

1. Section 5.1 of the Plan shall be amended to read as follows:

"5.1 The aggregate number of Shares with
respect to which Options may be granted pursuant
to the Plan shall not exceed 2,500,000 Shares.
The maximum number of Shares with respect to which
Options may be granted under the Plan to any one
Employee shall not exceed 250,000 Shares."

All the provisions of the Plan not specifically mentioned in this

First Amendment shall be considered modified to the extent necessary

to be consistent with the changes made in this First Amendment.

Access Power, Inc.

By___________________________

PARKS, TSCHOPP,
WHITCOMB & ORR, P.A.
CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
Access Power, Inc.:

We consent to the use of our report dated April 1, 1998 in the
Registration Statement on Form SB-2 and related Prospectus of
Access Power, Inc. for the registration of 4,000,000 shares of
its common stock and to the reference of our firm under the heading
"Experts" therein.

PARKS, TSCHOPP, WHITCOMB & ORR, P.A.

/s/ PARKS, TSCHOPP, WHITCOMB & ORR, P.A.

Maitland, Florida
September 30, 1998

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACED FROM FINANCIAL
STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1997 AND THE SIX MONTH PERIOD ENDED
JUNE 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<CIK> 0001041588
<NAME> ACCESS POWER, INC.

<S> <C> <C>
<PERIOD-TYPE> YEAR 6-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1998
<PERIOD-START> JAN-01-1997 JAN-01-1998
<PERIOD-END> DEC-31-1997 JUN-30-1998
<CASH> 54,086 190,368
<SECURITIES> 0 0
<RECEIVABLES> 33,692 217,572
<ALLOWANCES> 0 0
<INVENTORY> 0 30,000
<CURRENT-ASSETS> 87,778 437,940
<PP&E> 416,439 1,647,304
<DEPRECIATION> 23,847 237,070
<TOTAL-ASSETS> 497,204 1,934,497
<CURRENT-LIABILITIES> 10,486 1,437,010
<BONDS> 0 0
0 1
0 0
<COMMON> 11,484 11,759
<OTHER-SE> 475,234 485,727
<TOTAL-LIABILITY-AND-EQUITY> 497,204 1,934,497
<SALES> 0 212,092
<TOTAL-REVENUES> 0 225,325
<CGS> 0 152,920
<TOTAL-COSTS> 0 152,920
<OTHER-EXPENSES> 426,156 902,575
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 282 2,927
<INCOME-PRETAX> (426,438) (833,097)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (426,438) (833,097)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (426,438) (833,097)
<EPS-PRIMARY> (0.04) (0.07)
<EPS-DILUTED> (0.04) (0.06)

</TABLE>