ACCESS POWER INC
POS AM, 2000-05-08
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                                      Registration No. 333-90093

As filed with the Securities and Exchange Commission on May 8, 2000

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

                       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  18,014,855 of the Registrant's common stock, par
value  $0.001 (the "Common  Stock") and 140,000  warrants to purchase 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 December 13, 1999.
Registrant  suspended  use of the  Registration  Statement  on May 3, 2000.  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 May
3, 2000.

         Of the registered Common Stock,  17,361,908 shares were sold by selling
stockholders pursuant to this Registration Statement,  and 652,947 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 652,947 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 8th day of May, 2000.

                                      ACCESS POWER, INC.


                                      By:   /s/ Maurice J. Matovich
                                            -----------------------
                                            Name:  Maurice J. Matovich
                                            Title:  Vice President 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
May 8, 2000, in the capacities indicated.


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


         *                                 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/ Maurice J. Matovich
         -------------------------
         Maurice J. Matovich





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