ACCESS POWER INC
424B3, 2001-01-19
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                                           Rule 424(b)(3)
                                                       File No. 333-51836

PROSPECTUS SUPPLEMENT NO. 1 DATED JANUARY 19, 2001
(TO PROSPECTUS DATED DECEMBER 21, 2000)


                        44,955,679 Shares of Common Stock
                   1,000,000 Warrants to Purchase Common Stock

                               ACCESS POWER, INC.

         This prospectus supplement  supplements and amends the prospectus dated
December 21, 2000  relating to the Common  Stock and  Warrants of Access  Power,
Inc. listed above.

         The principal and selling  shareholder  table  contained in the section
Principal  and  Selling  Shareholders  in the above  prospectus  is amended  and
restated as follows:

<TABLE>
<CAPTION>
                                                          Shares Beneficially Owned               Shares Beneficially
                                                            Prior to the Offering                   Owned After the
                                                                                                       Offering
                                                ----------------------------------------------- ------------------------

                                                                             Number of Shares
Beneficial Owner                                   Number      Percentage       to be Sold        Number    Percentage
----------------                                   ------      ----------       ----------        ------    ----------
<S>                 <C>                          <C>                <C>           <C>           <C>             <C>
Glenn A. Smith(1)                                 7,356,500         12.8%          4,650,000     2,706,500       2.74%
Tod Smith(2)                                      2,540,000          4.7%          1,900,000       640,000         *
Maurice J. Matovich(3)                            2,094,750          3.9%          1,800,000       294,750         *
Howard L. Kaskel(4)                               1,105,400          2.1%            893,000       212,400           -
Bamboo Investors LLC(5)                          11,181,988         27.7%         10,589,448             -           -
Grandview Court, LLC(6)                          24,046,250         31.4%         24,046,250             -           -
Continental Capital and Equity Corporation          814,481             *            814,481             -           -
Tatum CFO Partners, LLP(7)                          547,500             *             67,500             -           -
William Thayer(8)                                    75,000             *             75,000             -           -
Randy Heaps(9)                                       60,000             *             60,000             -           -
James R. Schnorf                                     50,000             *             50,000             -           -
Eric Dullas(10)                                       4,000             *              4,000             -           -
Kim Saldutti(11)                                      3,000             *              3,000             -           -
Doreen Sabina(12)                                     3,000             *              3,000             -           -

All directors and executive officers as a group  13,096,650         21.2%          9,243,000     3,863,650       3.9%
(4 persons) (1)(2)(3)(4)
</TABLE>

--------------------
*Less than 1%.

(1)      Includes  10,400  shares of  common  stock  held for a minor  child and
         4,650,000 shares subject to presently exercisable options. Mr. Smith is
         our Chief Executive Officer and President, and is a director.

(2)      Includes 1,900,000 shares subject to presently exercisable options. Mr.
         Smith is our Chief  Technology  Officer and General  Counsel,  and is a
         director.

(3)      Includes 1,800,000 shares subject to presently exercisable options. Mr.
         Matovich is our Chief Operations Officer and a director.

(4)      Includes 893,000 shares subject to presently  exercisable  options. Mr.
         Kaskel is our Chief  Financial  Officer  and is also a partner of Tatum
         CGO Partners, LLP

(5)      Includes  2,400,000  shares of common stock  issuable  upon exercise of
         presently exercisable warrants.  Also includes 2,500,000 shares held by
         such  shareholder  issuable upon conversion of outstanding  convertible
         debentures  based upon a three day average  share price of $0.125.  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.

(6)      Includes  225,000  shares of common stock issuable upon the exercise of
         presently  exercisable  warrants  at a price of  $0.192  per  share and
         1,620,648  shares  of  common  stock  issuable  upon  the  exercise  of
         presently  exercisable warrants at a price of $0.15 per share. Does not
         include shares or warrants  issuable in the future under the investment
         agreement  that  are  not  registered   pursuant  to  the  registration
         statement  of which  this  prospectus  is a part.  The number of shares
         issuable  will be determined by a formula  described  under  Investment
         Agreement

(7)      Includes 547,000 shares subject to presently exercisable options.

(8)      Includes 75,000 shares subject to presently  exercisable  options.  Mr.
         Thayer was our vice-president of sales until January 2000.

(9)      Includes 60,000 shares subject to presently  exercisable  options.  Mr.
         Heaps performed work for us as an independent contractor.

(10)      Includes 4,000 shares  subject to presently  exercisable  options. Mr.
         Dullas performed work for us as an independent a contractor.

(11)     Includes 3,000 shares  subject to presently  exercisable  options.  Ms.
         Saldutti is the wife of Mr. Ralph Saldutti. Mr. Saldutti performed work
         for us as an independent contractor.

(12)     Includes 3,000 shares  subject to presently  exercisable  options.  Ms.
         Sabina performed work for us as an independent contractor.

<PAGE>


         The first  paragraph in the section Plan of Distribution is amended and
restated as follows:


         Grandview is offering the shares of our common stock for its account as
a  statutory  underwriter,  and not for our  account.  We will not  receive  any
proceeds  from the resale of our common stock by  Grandview.  Grandview  will be
offering for sale up to  24,046,250  shares of our common  stock  acquired by it
pursuant to the terms of the investment  agreement more fully descried below and
the  warrants  we  issued to it in  connection  with the  investment  agreement.
Grandview has agreed to be named as a statutory  underwriter  within the meaning
of the Securities Act of 1933 in connection  with such sales of our common stock
to it and will be acting as an  underwriter  in its resales of our common  stock
under this prospectus.  Grandview has, prior to any sales,  agreed not to effect
any offers or sales of our common stock in any manner other than as specified in
this  prospectus and not to purchase or induce others to purchase  shares of our
common stock in violation of any applicable  state and federal  securities laws,
rules,  and  regulations  and  the  rules  and  regulations  governing  the  OTC
electronic bulletin board.

         An  investment  in  shares of our  common  stock or  warrants  involves
significant  risk. We urge you to carefully  consider the risk factors beginning
on page 7,  along  with  the  rest of this  prospectus,  before  you  make  your
investment decision.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.

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


         The date of this prospectus supplement is January 19, 2001.


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