ACCESS POWER INC
POS AM, 1999-12-09
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                                      Registration No. 333-65069

As filed  with the  Securities  and  Exchange  Commission  on  December  9, 1999
================================================================================
Securities and Exchange Commission Washington, D.C. 20549

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

                         Post-Effective Amendment No. 1
                                  To Form SB-2

                          Registration Statement Under

                           The Securities Act of 1933

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

                               ACCESS POWER, INC.
             (Exact name of registrant as specified in its charter)

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

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

                      10033 SAWGRASS DRIVE WEST, SUITE 100
                        PONTE VEDRA BEACH, FLORIDA 32082
                                 (904) 273-2980
   (Address,        including zip code,  and telephone  number,  including  area
                    code, of registrant's principal executive offices)

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

                                 GLENN A. SMITH
                      10033 SAWGRASS DRIVE WEST, SUITE 100
                        PONTE VEDRA BEACH, FLORIDA 32082
                                 (904) 273-2980
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                   COPIES TO:
                          DENNIS J. STOCKWELL, ESQUIRE
                             KILPATRICK STOCKTON LLP
                        1100 PEACHTREE STREET, SUITE 2800
                           ATLANTA, GEORGIA 30309-4530
                                 (404) 815-6500
                              (404) 815-6555 (FAX)
                              ---------------------

 ===============================================================================


<PAGE>

         Pursuant to this Registration Statement, as amended, Access Power, Inc.
(the "Registrant")  registered  10,000,000 of the Registrant's common stock, par
value $0.001 (the "Common  Stock") with the Securities  and Exchange  Commission
under  the  Securities   Act  of  1933,  as  amended,   for  resale  by  selling
stockholders.

         The Registration Statement was declared effective on February 16, 1999.
Registrant suspended use of the Registration  Statement on December 6, 1999. The
Registrant is filing this Post-Effective Amendment to the Registration Statement
to withdraw from  registration  certain Common Stock covered by the Registration
Statement  which  remained  unsold  pursuant to this  Registration  Statement on
December 6, 1999.

         Of the registered  Common Stock,  9,932,153 shares were sold by selling
stockholders pursuant to this Registration  Statement,  and 67,847 shares of the
registered Common Stock have not been resold under this Registration  Statement.
The  Registrant  hereby  amends the  Registration  Statement  to  withdraw  from
registration such 67,847 unsold shares of the Common Stock.
<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 Amendment to
Registration  Statement  to be signed on its behalf by the  undersigned,  in the
city of Ponte Vedra, State of Florida, on the 7th day of December, 1999.

                                ACCESS POWER, INC.


                                By:   /S/ Glenn A. Smith
                                   Name:  Glenn A. Smith
                                   Title:  President, Chief Executive Officer,
                                            and Director (Principal Executive
                                            Officer)



         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Amendment to Registration  Statement has been signed by the following persons on
December 7, 1999, in the capacities indicated.


    /s/ Glenn A. Smith          President, Chief Executive Officer, and Director
   -------------------------   (Principal Executive Officer)
         Glenn A. Smith


       *                        Chief Financial Officer
   --------------------------   (Principal Financial and Accounting
   Howard Kaskel                Officer)


        *                       Director
   --------------------------
    Tod R. Smith


   /s/ Maurice J. Matovich      Director
   --------------------------
   Maurice J. Matovich


   *By power of attorney

   /s/ Glenn A. Smith
   ---------------------------
   Glenn A. Smith



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