AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 18, 2002

                                                REGISTRATION NO. 33-____________





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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                       SOUTHERN STATES POWER COMPANY, INC.
             (Exact Name of Registrant as Specified in Its Charter)


            DELAWARE                                             33-0312389
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)


                         4505 ALLSTATE DRIVE, SUITE 108
                          RIVERSIDE, CALIFORNIA  92501
          (Address of Principal Executive Offices, Including Zip Code)
                              ____________________

                              Consulting Agreements
                              Employment Agreements
                            Legal Services Agreement
                             (Full Title of the Plan)
                              ____________________

                             Harrison A. McCoy, III
                       Southern States Power Company, Inc.
                         4505 Allstate Drive, Suite 108
                          Riverside, California  92501
                                 (909) 476-3575
            (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:

                             Brian A. Lebrecht, Esq.
                            The Lebrecht Group, APLC
                        22342 Avenida Empresa, Suite 230
                    Rancho Santa Margarita, California 92688
                                 (949) 635-1240

<PAGE>
<TABLE>
<CAPTION>
                                    CALCULATION  OF  REGISTRATION  FEE

<S>                     <C>           <C>                           <C>                        <C>
Title of Securities. .  Amount to be  Proposed Maximum              Proposed Maximum           Amount of
to be Registered . . .  Registered    Offering Price per Share(1)   Aggregate Offering Price   Registration Fee
----------------------  ------------  ----------------------------  -------------------------  -----------------
Common Stock,
Par Value $0.001 . . .    13,691,210  $                       0.03  $              410,736.30  $           37.79
----------------------  ------------  ----------------------------  -------------------------  -----------------
TOTAL REGISTRATION FEE    13,691,210  $                       0.03  $              410,736.30  $           37.79
----------------------  ------------  ----------------------------  -------------------------  -----------------
</TABLE>

(1)     Estimated  solely  for  the  purpose  of  computing  the  amount  of the
registration fee pursuant to Rule 457(c) based on the average of the closing bid
and  ask  prices  as  reported  by the NASDAQ Over-The-Counter Bulletin Board on
September  13,  2002.

(2)     Represents  shares of Common Stock issued to consultants, employees, and
legal  counsel  to  the  Company.

                                        2
<PAGE>
                                EXPLANATORY NOTE

     Southern States Power Company, Inc. ("SSPC") has prepared this Registration
Statement  in  accordance with the requirements of Form S-8 under the Securities
Act  of  1933,  as  amended  (the  "1933  Act").

     Under  cover  of  this  Form  S-8  is a Reoffer Prospectus SSPC prepared in
accordance  with  Part I of Form S-3 under the 1933 Act.  The Reoffer Prospectus
may be utilized for reofferings and resales of up to 13,691,210 shares of common
stock  acquired  by  the  selling  shareholders.

                                        3
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     SSPC  will  send or give the documents containing the information specified
in Part 1 of Form S-8 to employees or consultants as specified by Securities and
Exchange Commission Rule 428(b)(1) under the Securities Act of 1933, as amended.
SSPC does not need to file these documents with the Commission either as part of
this  Registration  Statement or as prospectuses or prospectus supplements under
Rule  424  of  the  1933  Act.

                                        4
<PAGE>

                               REOFFER PROSPECTUS

                       SOUTHERN STATES POWER COMPANY, INC.
                         4505 ALLSTATE DRIVE, SUITE 108
                          RIVERSIDE, CALIFORNIA  92501

                        13,691,210 SHARES OF COMMON STOCK


     The  shares of common stock, $0.001 par value per share, of Southern States
Power Company, Inc. ("SSPC" or the "Company") offered hereby (the "Shares") will
be  sold  from  time  to  time  by  the  individuals  listed  under  the Selling
Shareholders section of this document (the "Selling Shareholders").  The Selling
Shareholders  acquired  the  Shares  pursuant  to compensatory benefit plans for
consulting,  employment,  and  legal  services  that  the  Selling  Shareholders
provided  to  SSPC.

     The  sales  may occur in transactions on the NASDAQ over-the-counter market
at  prevailing  market  prices  or  in  negotiated  transactions.  SSPC will not
receive  proceeds  from  the  sale of any of the Shares.  SSPC is paying for the
expenses  incurred  in  registering  the  Shares.

     The  Shares  are  "restricted  securities" under the Securities Act of 1933
(the  "1933  Act")  before their sale under the Reoffer Prospectus.  The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933  Act  to  allow  for future sales by the Selling Shareholders to the public
without  restriction.  To the knowledge of the Company, the Selling Shareholders
have  no  arrangement  with  any brokerage firm for the sale of the Shares.  The
Selling  Shareholders may be deemed to be an "underwriter" within the meaning of
the 1933 Act.  Any commissions received by a broker or dealer in connection with
resales  of the Shares may be deemed to be underwriting commissions or discounts
under  the  1933  Act.

     SSPC's  common  stock  is  currently  traded on the NASDAQ Over-the-Counter
Bulletin  Board  under  the  symbol  "SSPC".

                            ________________________

     This  investment involves a high degree of risk.  Please see "Risk Factors"
beginning  on  page  15.


NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS  REOFFER  PROSPECTUS  IS  TRUTHFUL  OR COMPLETE.  ANY REPRESENTATION TO THE
CONTRARY  IS  A  CRIMINAL  OFFENSE.
                            ________________________

                               September 18, 2002

                                        5
<PAGE>
                                TABLE OF CONTENTS

Where  You  Can  Find  More  Information                                 6
Incorporated  Documents                                                  6
The  Company                                                             7
Risk  Factors                                                           15
Use  of  Proceeds                                                       18
Selling  Shareholders                                                   18
Plan  of  Distribution                                                  19
Management  and  Certain  Securities  Holders  of  the  Issuer          19
Legal  Matters                                                          22
Experts                                                                 22
                            ________________________

     You  should  only  rely  on  the  information  incorporated by reference or
provided  in  this Reoffer Prospectus or any supplement.  We have not authorized
anyone  else to provide you with different information.  The common stock is not
being  offered  in  any  state where the offer is not permitted.  You should not
assume  that  the  information  in  this Reoffer Prospectus or any supplement is
accurate  as  of  any  date  other  than  the  date on the front of this Reoffer
Prospectus.

                       WHERE YOU CAN FIND MORE INFORMATION

     SSPC  is  required  to  file  annual,  quarterly and special reports, proxy
statements  and  other  information  with the Securities and Exchange Commission
(the  "SEC") as required by the Securities Exchange Act of 1934, as amended (the
"1934 Act").  You may read and copy any reports, statements or other information
we  file  at  the  SEC's  Public  Reference  Rooms  at:

                 450 Fifth Street, N.W., Washington, D.C. 20549

     Please call the SEC at 1-800-SEC-0330 for further information on the Public
Reference  Rooms.  Our  filings are also available to the public from commercial
document  retrieval  services  and  the  SEC  website  (http://www.sec.gov).

                             INCORPORATED DOCUMENTS

     The  SEC  allows  SSPC  to "incorporate by reference" information into this
Reoffer  Prospectus,  which  means  that  the  Company  can  disclose  important
information  to  you  by referring you to another document filed separately with
the SEC.  The information incorporated by reference is deemed to be part of this
Reoffer Prospectus, except for any information superseded by information in this
Reoffer  Prospectus.

     SSPC's Annual Report on Form 10-KSB, dated July 22, 2002, and the Company's
Quarterly  Report  on  Form  10-QSB,  dated September 16, 2002, are incorporated
herein  by reference.  In addition, all documents filed or subsequently filed by
the  Company  under  Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, before
the  termination  of  this  offering,  are  incorporated  by  reference.

     The  Company  will  provide without charge to each person to whom a copy of
this  Reoffer  Prospectus  is delivered, upon oral or written request, a copy of
any  or  all  documents  incorporated  by reference into this Reoffer Prospectus
(excluding  exhibits  unless  the  exhibits  are  specifically  incorporated  by
reference  into  the information the Reoffer Prospectus incorporates).  Requests
should  be  directed  to  the Chief Financial Offer at SSPC, at SSPC's executive
offices,  located  at  4505  Allstate  Drive,  Suite  108, Riverside, California
92501.  SSPC's  telephone  number  is  (909)  367-2463.

                                        6
<PAGE>

                                   THE COMPANY

     Southern States Power Company, Inc. (hereinafter "the Company" or "Southern
States")  is  a  business  development  company that has elected to be regulated
pursuant  to  Section 54 of the Investment Company Act of 1940.  The Company was
originally  incorporated  in  the State of Delaware in 1988 as Guideline Capital
Corporation.  The  Company intends to focus its investments in companies engaged
in the production, sale and distribution of biodiesel fuel and other alternative
energy  solutions.  Biodiesel is a  diesel  fuel  made  from  a  vegetable  oil,
rather  than  petrochemical  oil,  and is officially designated by  the  EPA  as
an  alternative  fuel  under  the  Energy  Policy  Act.  Biodiesel  is  a unique
alternative  fuel because it can be used in diesel engines without any change or
modifications  to  the  engines,  vehicles,  or  ground  fueling  equipment.

     Net  revenues  increased  to  $492,000  for  the year ended April 30, 2002,
compared  with  revenues  of  $33,000  in the prior year, largely as a result of
revenues  generated  from  the  rental of power generators under a contract with
University  of  California  at  Riverside.  The  Company's  rental  program  was
discontinued  in  December  2001  and  the  generators  were held for sale as of
year-end.  The  Company  incurred  a  net  loss of $3,577,000 for the year ended
April  30,  2002,  compared  with  a  loss of $4,362,000 in the prior year.  The
decrease  in  loss  was primarily attributed to a decrease in operating expenses
(See  "Management's  Discussion  and  Analysis  of  Results  of  Operations  and
Financial  Condition"  herein).

     On  July  31,  2002, the Company's Board of Directors voted to be regulated
pursuant  to  Section  54  of  the  Investment  Company  Act  of  1940  with its
investments  concentrated  in  companies  engaged  in  the  production, sale and
distribution of biodiesel fuel and other alternative energy solutions.  Prior to
making this election, the Company was actively involved in the sale, manufacture
and  distribution  of  biodiesel.   The  decision  to  be  regulated  under  the
Investment  Company  Act  of  1940  was  made  primarily  to  better reflect the
Company's  anticipated  future  business  and  developing   relationships.   The
Company's first investment is expected to be in Agua Mansa, LLC, which is in the
process  of  designing and developing a new, state-of-the-art biodiesel facility
in  Riverside,  California,  that  will produce fuel that meets DINs 51606 while
also  yielding  high-grade by-products such as pharmaceutical-grade glycerin and
Vitamin  E  (See  "Agua  Mansa  Facility"  herein).

     The  Company  may  not  elect  to  withdraw its election to be regulated as
Business  Development Company without a vote of the holders of a majority of the
outstanding voting securities. Although the Company is initially focusing on the
biodiesel industry, it may change industries without further notice. The Company
may,  but  is  not  required,  to  take a controlling position in its investment
companies.  The  Company's policy with respect to any assets are not required to
be  invested in eligible portfolio companies or other companies qualifying under
Section  55  of  the  Investment Company Act of 1940, as well as with respect to
investing  as  part  of a group, is to be left to the discretion of the Board of
Directors. The Company will offer managerial assistance to each of its portfolio
companies and reserves the right to be compensated by the portfolio companies at
market  rates  for  such  services.

     The  Company's  working  capital on April 30, 2002 was negative $1,403,000,
which  results  primarily from the classification of a long-term debt obligation
of  $1,103,000  as  a  current liability since the Company was in default on the
obligation  as  of April 30, 2002. (See "Management's Discussion and Analysis of
Results  of  Operations  and  Financial  Condition"  herein).

     The  Company  was  incorporated in Delaware on August 31, 1988, and adopted
its  present  name  on  June  1,  1998. During fiscal year 2001, Southern States
relocated  its headquarters from Shreveport, Louisiana to Riverside, California,
and  established  a  regional  office  in  Phoenix  Arizona.

                                        7
<PAGE>
BIODIESEL

     Biodiesel  is  one  of  several  alternative  fuels  identified by the EPA.
Biodiesel (fatty acid alkyl esters) is a cleaner-burning diesel replacement fuel
made  from  natural,  renewable  sources such as new and used vegetable oils and
animal  fats.  Like  petroleum diesel, biodiesel operates in combustion-ignition
engines.  Blends  of up to 20% biodiesel (mixed with petroleum diesel fuels) can
be  used in nearly all diesel equipment and are compatible with most storage and
distribution equipment.  These low level blends (20% and less) don't require any
engine  modifications  and  can  provide  the same payload capacity and range as
petroleum diesel.  Higher blends, even pure biodiesel (100% biodiesel, or B100),
can  be  used  in  many engines built since 1994 with little or no modification.

     Using  biodiesel  in  a  conventional  diesel  engine substantially reduces
emissions  of  unburned  hydrocarbons,  carbon  monoxide,  sulfates,  polycyclic
aromatic  hydrocarbons,  nitrated polycyclic aromatic hydrocarbons, and particu-
late  matter.  These reductions increase as the amount of biodiesel blended into
diesel  fuel  increases.  The  best  reductions  are  seen  with  B100.

     The  use  of  biodiesel  decreases the solid carbon fraction of particulate
matter  (since  the oxygen in biodiesel enables more complete combustion to CO2)
and  reduces  the sulfate fraction (biodiesel contains less than 24 ppm sulfur),
while  the  soluble,  or  hydrocarbon,  fraction  stays  the  same or increases.
Therefore,  biodiesel  works well with new technologies such as catalysts (which
reduce  the  soluble  fraction  of  diesel  particulate but not the solid carbon
fraction),  particulate  traps,  and  exhaust  gas  recirculation.

     Biodiesel  has  physical  properties  very  similar to conventional diesel.
Emission  properties,  however,  are  better for biodiesel than for conventional
diesel.

     Biodiesel fuel can be made from new or used vegetable oils and animal fats,
which  are  non-toxic,  biodegradable,  renewable  resources.  Fats and oils are
chemically  reacted  with  an  alcohol (methanol is the usual choice) to produce
chemical  compounds  known as "fatty acid methyl esters".  Biodiesel is the name
given  to these esters when they're intended for use as fuel.  Glycerol (used in
pharmaceuticals and cosmetics, among other markets) is produced as a co-product.

     Biodiesel can be produced by a variety of esterification technologies.  The
oil and fats are filtered and preprocessed to remove water and contaminants.  If
free  fatty acids are present, they can be removed or transformed into biodiesel
using  special pretreatment technologies.  The pretreated oils and fats are then
mixed  with  an  alcohol  (usually  methanol)  and a catalyst (usually sodium or
potassium  hydroxide).  The  oil  molecules (triglycerides) are broken apart and
reformed  into esters and glycerol, which are then separated from each other and
purified.

     Approximately  55%  of the biodiesel production industry can use any fat or
oil feedstock, including recycled cooking or "yellow" grease.  The other half of
the  industry  is limited to vegetable oils, the least  expensive  of  which  is
soy  oil.  The  soy  industry  has  been  the  driving  force  behind  biodiesel
commercialization  because of excess production capacity, product surpluses, and
declining  prices.  Similar  issues apply to the recycled grease and animal fats
industry,  even though these feedstocks are less expensive compared to soy oils.

AGUA  MANSA  FACILITY

     As  a  business  development  company  under  Section  54 of the Investment
Company  Act  of 1940, the Company is required to invest a portion of its assets
into  developing  companies.  Southern States is committed to the development of
alternative  energy  and  bio  fuels  such  as  biodiesel.

                                        8
<PAGE>
     The  Company  anticipates  that  its  first investment will be made in Agua
Mansa,  LLC  ("Agua  Mansa").  Agua  Mansa  is  in  the process of designing and
developing  a new, state-of-the-art biodiesel facility in Riverside, California,
that  will  produce  fuel  that  meets DINs 51606 while also yielding high-grade
by-products such as pharmaceutical-grade glycerin and Vitamin E.  In March 2002,
the  Company  entered  into a Preliminary Engineering Agreement with Lurgi, PSI,
Inc.  in  which  Lurgi will perform the preliminary engineering work on the Agua
Mansa project.  Subsequent to April 30, 2002, the Company entered into an Escrow
Agreement  for the purchase of 7.73 acres of land in Riverside, California where
the  new  facility  will  be  located.  The total purchase price of this land is
$793,000,  of which $10,000 was paid as a deposit.  The Company expects to close
escrow  on this property in September 2002 (See "Notes to Accompanying Financial
Statements").  Both the land and the preliminary engineering will be contributed
to  Agua  Mansa,  LLC  as  part  of the Company's investment.  The management of
Southern States anticipates playing  an  active  role  in  supervising  the con-
struction  of  the  Agua  Mansa  facility and then managing the plant once it is
complete.

COACHELLA  FACILITY

     In  the  Fall  of  2000, Southern States was introduced to Imperial Western
Products  (IWP)  located in Coachella, just East of Indio, California.  IWP is a
large  cottonseed  processing  plant  which  also  has a facility  for  process-
ing yellow  grease  which  they  typically  sell  for  use in animal  foods.  An
understanding  was reached whereby IWP agreed to participate in the construction
of  a  biodiesel  plant at their facility in Coachella which would utilize their
processed  yellow  grease  as  the  basic  source of feedstock for conversion to
biodiesel.

     Due  to  limited  financial  resources, the plant was built using primarily
refurbished equipment. In January 2002, the Company determined that the partner-
ship  arrangement with IWP was not advantageous to the Company. Furthermore, the
Company  wanted  to  take  advantage of significant marketing opportunities from
producing biodiesel that meets DINs standard 51606, in addition to capturing the
revenues  from  high-value  byproducts such as pharmaceutical-grade glycerin and
vitamin  E. The Company therefore sold its interest in the Coachella facility to
IWP  in February, 2002 for approximately $260,000 and recorded a gain of $34,000
on  the  transaction.  Pursuant to the Asset Sale Agreement, the Company entered
into  a  Brokerage Agreement with IWP in which the Company received, among other
things,  the exclusive right to sell all biodiesel manufactured by the Coachella
facility and receive a royalty interest of 50% on the net profits generated from
such  sale.  In  addition, the Company is entitled to a further royalty of $0.10
per  gallon of biodiesel produced from virgin soy feedstock as consideration for
the  Company's  assignment of the USDA subsidy contract. Through April 30, 2002,
there  were  no sales of biodiesel from the Coachella facility and, accordingly,
the  company  received  no  royalty  income.

CARDLOCK  FACILITY

     On  February  6,  2002,  the  Company entered into an agreement with Kinder
Morgan  Energy Partners, LP & Cardlock, LLC for the acquisition of equipment and
assets  relating  to  a  cardlock  facility  located  in  Phoenix, Arizona.  The
purchase  price was $395,000.  Under the terms of the agreement, the acquisition
was  expected  to be consummated on March 31, 2002, but was extended through the
August 9, 2002.  As of April 30, 2002, the Company had paid a deposit of $40,000
which  is  to  be  applied  towards  the purchase price.  Upon completion of the
purchase,  the  Company will be required to enter into a Sublease Agreement with
Kinder  Morgan and Cardlock.  The Sublease Agreement pertains to the property on
which  the equipment and assets are located.  The term of the Sublease Agreement
is  142  months  and  will  expire  on  December  31,  2013.

POWER  GENERATION

     During fiscal 2002, the Company purchased electric generating equipment for
a  total  of  approximately  $1,600,000,  which  it  rented to the University of
California  at Riverside ("UCR") on a short-term lease that ended December 2001.

                                        9
<PAGE>
At  the  time, the Company was pursuing the rental of power generation equipment
to  both augment revenues and provide an outlet for biodiesel sales.  At the end
of rental period, UCR advised the Company that it would not continue to rent nor
elect to purchase the generating equipment.  The Company determined at that time
to  dispose of the generators and began soliciting buyers for the equipment.  On
April  30, 2002, the Company recorded a permanent impairment on the value of the
equipment  of  $500,000  to  reflect  the  estimated current market price of the
generators.  The  Company  has  a  note  payable with a commercial lender in the
amount of $1.1 million in connection with the generators.  As of April 30, 2002,
the  Company  was  in  technical default on the note (See "Notes to Accompanying
Financial Statements").  On July 18, 2002, the Company agreed to restructure the
debt  obligation.  The  original  terms  of the note required the Company to pay
$33,000  per  month  in  principal plus accrued interest at the rate of 7.5% per
annum.  The  note  is  secured by the electricity generators which are listed as
assets  held for sale in the accompanying balance sheet.  Under the terms of the
restructure,  the  Company  will make interest-only payments at prime plus 0.5%,
with the principal balance due in lump sum on March 15, 2003.  If the Company is
unable to make the principal payment, the debt will transfer to a shareholder of
the  Company  who  serves as guarantor on the note.  Ownership of the generators
will  also  transfer to the guarantor without recourse against the Company.  The
principal  balance  on  the  note  as of April 30, 2002 has been classified as a
current  liability  in  the  accompanying  balance  sheet.

TECHNOLOGY  PROTECTION  POLICY  AND  DISCLAIMERS

     The  Company  has  certain intellectual properties including biofuel formu-
lation, processing and manufacture techniques that it considers "trade secrets".
To  maintain  confidentiality,  the  Company executes agreements with interested
third  parties,  contractors and employees. Thus far, the Company has elected to
refrain  from filing for patent protection on its biofuel formulation or process
for  several reasons. First, the Company considers that the amount of disclosure
which  must  be  made  in  the  application would disclose information which the
Company  wants  to  keep proprietary. Second, since components of the mixing and
chemical  process  typically  fall  within  the  public domain, it is not deemed
patentable.

     The  Company  believes  that the chemical and process treatment involved in
manufacturing its biofuel are highly complex and would be extremely difficult to
duplicate  or  reverse  engineer.  At  this time, the Company does not intend to
file  for  patent  protection  on  its  existing  technology.

CONFIDENTIALITY  POLICY  AND  DISCLAIMERS

     As  indicated  above, the Company's agents and officials interact with many
different  technology  development  entities  and  concerns. It is the policy of
Southern  States to obtain executed confidentially agreements from those persons
or  entities  to  whom  the  Company's  trade secrets are revealed. The standard
agreements include provisions prohibiting disclosure of proprietary information.
With respect to Company employees and consultants, agreements in place include a
provision  prohibiting  competition  with  the  Company.

MARKETING

     Management  believes that tightening clean air standards and growing fossil
fuel  costs  are  forcing municipal and private commercial fleets to look toward
alternative  fuel  products.  Major  biodiesel  initiatives  have been passed at
state  and  federal  levels  across  the  United  States.  The Energy Policy Act
(EPAct)  was  passed  in  1992 to accelerate the use of alternative fuels in the
transportation sector.  In this Act the government recognized fuels derived from
biological  materials  as alternative fuels.  Prior to the EPAct, the Clean Fuel
Fleet Program was included as part of the Clean Air Act Amendments (1990).  This
program  specifically  describes  clean  fuels  to  include  alternative  fuels.
Executive  Order  13149 directs federal agency fleets to use alternative fuel to
meet  at  least 51% of the vehicles' fuel needs, and requires agencies to reduce
their  overall  petroleum  consumption by at least 20% over the next five years.
Further,  it is also the goal of the United States Department of Energy that 20%
of petroleum based motor fuel is replaced by alternative fuels by the year 2010.

                                       10
<PAGE>

     On  February  12,  2002,  the Company received notification that its appli-
cation had been approved for the 2002 USDA Bio-Energy Subsidy Program (CCC-850).
Under  the  subsidy,  the  Company will be reimbursed quarterly for purchases of
bio-based  feedstock used in the production of biodiesel. All biodiesel produced
from soy oil by the Company for fiscal year 2002, up to a maximum amount of $7.5
million,  will  be  eligible  under  the Bio-Energy subsidy program. The subsidy
includes  biodiesel  produced from the Coachella Plant, as well as any soy-based
biodiesel produced at Agua Mansa and other planned facilities. This subsidy will
help  the  Company  be  more cost competitive against other alternative fuels in
addition  to  petroleum-based  diesel.

COMPETITION

     In  addition  to other producers of biodiesel, most of which utilize virgin
soy  oil as their basic feedstock, there are other companies that market, supply
and/or  provide biodiesel to consumers, but that are not producers.  The largest
marketer and supplier that will compete directly with the Agua Mansa facility is
World  Energy,  Inc.  In  addition, certain distributors of diesel fuel purchase
biodiesel  directly  from  producers  and  are  considered  competitors  in  the
alternative  biofuels  market.

     Competition  to  the biodiesel market, as a whole, comes primarily from the
compressed  natural  gas industry.  Due to strong lobbying efforts over the past
few  years,  compressed natural gas as an alternative fuel has made inroads into
the  metro  and  school  bus  transportation market, as well as the waste hauler
segment.  However,  conversion  of  diesel  engines  to  accommodate  compressed
natural  gas  is  costly,  as  is  the  necessary  infrastructure to accommodate
compressed  natural  gas.  The  Company  believes that because converting diesel
engines  to  use  biodiesel  does  not  require  any mechanical modifications or
special  infrastructure,  biodiesel has an advantage over compressed natural gas
as  an  alternative  fuel.

     In  addition,  the biodiesel faces competition from other alternative fuels
such  as  ethanol, though these fuels do not compete aggressively in the western
United  States.  There  are  no large-scale ethanol production facilities in the
western  eleven  states, and the cost of trucking the fuel from existing eastern
production  facilities  is  presently  deemed  cost  prohibitive.

GOVERNMENT  REGULATION

     Management  believes that tightening clean air standards and growing fossil
fuel  costs  are  forcing municipal and private commercial fleets to look toward
alternative  fuel  products.  Major  biodiesel  initiatives  have been passed at
state  and  federal  levels  across  the  United  States.  The Energy Policy Act
(EPAct)  was  passed  in  1992 to accelerate the use of alternative fuels in the
transportation sector.  In this Act the government recognized fuels derived from
biological  materials  as alternative fuels.  Prior to the EPAct, the Clean Fuel
Fleet Program was included as part of the Clean Air Act Amendments (1990).  This
program  specifically  describes  clean  fuels  to  include  alternative  fuels.
Executive  Order  13149 directs federal agency fleets to use alternative fuel to
meet  at  least 51% of the vehicles' fuel needs, and requires agencies to reduce
their  overall  petroleum  consumption by at least 20% over the next five years.

     Initial  focus by the government to mandate or provide incentives to reduce
emissions  and dependence on foreign oils became evident with the passage of the
Environmental  Protection  Act  ("EPAct")  in  1992.  This Bill requires Federal
agencies  to  buy  vehicles  that  run  on  alternative  fuels  to  reduce their
dependence  on  fuel supplies produced  overseas.  Federal  agencies  considered
to have qualifying fleets  were  required  to  have  specific  alternative  fuel
purchases.  This  Act  was the first genuine effort to boost the use of domestic
replacement  (alternative) fuels.  The Department of Energy was charged with the
responsibility  to  develop  and  oversee  a  plan  to  replace  10% of U.S. gas
consumption  with  alternative  fuels by the year 2000 and 30% by the year 2010.

                                       11
<PAGE>

     There  has been considerable effort on the part of Federal, State and local
governments  to  continue  to  press for legislative action to clean up our air,
particularly  in  non-attainment  areas  represented  by  big  cities  and heavy
traffic.  Bills  which  have been passed include incentives for EPA credits, and
preferential  bidding  for  governmental  jobs  is  awarded  to  companies using
alternative  fuels  which  are  kinder to our environment.  Nationally, the Bush
Administration  has  just  recently  proposed  a National Energy Policy aimed at
using  cleaner,  alternative  fuels.  Within  the  past  few  years  the EPA has
recognized  biodiesel as an approved alternative fuel, providing at least 20% is
included  in  any  blending  with  standard  #2  diesel.

     In  Congress,  Senate  Bill  1058,  referred  to as the Energy Tax Bill and
sponsored  by the Senate Finance Committee, has been designed to insure that tax
provisions  are  includable for biodiesel.  Similarly, Senate Bill 1066 has been
promoted  with  the  premise  that "every fuel must have a renewable component,"
indicating that the government is encouraging the use or blending of alternative
fuels produced from plant or vegetable stock compared to fossil or petrochemical
fuels.

     The  California Air Resources Board ("CARB") is charged with regulating the
emissions  emitted from mobile sources of transportation throughout the State of
California,  and has been seriously lobbied to consider biodiesel as an approved
alternative fuel to promote air quality.  The South Coast Air Quality Management
District ("AQMD") is considered to be leading the nation as far as stringent air
quality  standards are concerned, and is the agency regulating emissions derived
from  stationary  sources  of  power generation in specified regions of Southern
California.  The  AQMD  issued a permit to Southern States Power Company in 2001
to run three 2-megawatt gensets as backup, standby power generators to be run on
100%  biodiesel.  It  is believed that this is the first of such kind of permits
granted  to  any  entity  for  such  purpose.

     Arizona  has  previously  passed laws encouraging the use of biodiesel, and
recognizing  this  biofuel  as  an alternative fuel together with other types of
alternative  fuels.  Nevada, and other states, are also recognizing the value of
biodiesel  as  a  clean  alternative  fuel  and  are  considering  incentives to
encourage  consumers  to  use  this  fuel.  The National government, through the
USDA,  and  as  a  means to promote agricultural products, has recently passed a
farm  bill, which authorized a valuable subsidy for those producers of biodiesel
who  use  soy  oil  and  other  specified  oils  as  the  base  feedstock in the
manufacture  of  biodiesel (CCC 850).  The Company was notified in February 2002
that it has received approval to receive the subsidy under this special program,
which  will  contribute  substantially  to  reduce  the  costs of producing this
alternative  fuel,  thereby  reducing  the  costs  charged  to  the  consumers.

     The  Company's  cost  for  compliance  with  government  regulations  is
negligible.

EMPLOYEES

     As  of  April 30, 2002, the Company employed a total of five people, one of
which  was  in  sales and the rest were in general and administrative positions.

     The  Company  may  require  additional  employees  in  the areas of admini-
stration,  production,  sales  and  marketing  in  the  future. There is intense
competition  for  capable,  experienced  personnel and there is no assurance the
Company  will  be  able  to  obtain  new  qualified  employees  when  required.

     The  Company  believes  its  relations  with  its  employees  are  good.

                                       12
<PAGE>

INSURANCE

     The  Company  does  not  presently  have  a  commercial  general  liability
insurance  policy.  The  Company  is  named as an additional insured under IWP's
general  liability  policy  that includes product liability up to $3,000,000, to
protect  the Company's assets against claims by users of its products.  Although
there  have been no successful claims against the Company, there is no assurance
that the Company's coverage under IWP's policy will provide adequate coverage in
the  case of a successful claim against the Company, in which case the Company's
assets  would  be  at  risk  in  the  event  of  successful  claims  against it.
Successful  claims in excess of the amount of insurance then in force could have
a  serious  adverse effect upon the Company's financial condition and its future
viability.  At  such  time  when the Company resumes production of biodiesel, it
will  again  seek  to  obtain general liability and product liability insurance.

     The  Company  maintains  auto insurance coverage and workman's compensation
coverage  in  amounts  deemed  adequate.

     The  Company  does  not carry director and officer liability insurance, but
does  have  indemnification agreements covering its officers and directors.  The
Company  is  in  the process of obtaining surety bonds covering its officers and
directors.

PROPERTIES

     The  Company  presently  leases  all  of  its office facilities on a month-
to-month  basis.  The Company leases approximately 800 square feet in Riverside,
California  for  $800  per  month,  which it uses as corporate headquarters. The
Company  also leases an executive suite in Phoenix, Arizona for $1,290 per month
for  use  as  a  sales  office.

     As  discussed  above,  the  Company  has  entered  into  escrow to purchase
approximately  7.73 acres in Riverside, California where it intends to construct
a  biodiesel  manufacturing  facility.  The total purchase price for the land is
$673,000  and  is  scheduled  to  close  escrow  in  September  2002.

     As  discussed  above,  on  February  6,  2002,  the Company entered into an
agreement  with  Kinder  Morgan  Energy  Partners,  LP  &  Cardlock, LLC for the
acquisition  of  equipment and assets relating to a cardlock facility located in
Phoenix,  Arizona.  The  purchase  price  is  $395,000.  Under  the terms of the
agreement, the acquisition was expected to be consummated on March 31, 2002, but
has  been extended through August 9, 2002.  Upon completion of the purchase, the
Company  will  be required to enter into a Sublease Agreement with Kinder Morgan
and  Cardlock.  The  Sublease  Agreement  pertains  to the property on which the
equipment  and  assets  are  located.  The term of the Sublease Agreement is 142
months  and  will  expire  on  December  31,  2013.

     The  Company  considers  its  existing  facilities  to  be adequate for its
foreseeable  needs  and  well  maintained.

LEGAL  PROCEEDINGS

     Actions pending during the fiscal year 2001 which included the Company as a
defendant  have  all  been  dismissed  under  negotiated  settlements  with  the
Plaintiffs.  In the matter of Nichols vs. B.A.T. International, et al., Case No.
GIC  739485,  filed  in the Superior Court, County of San Diego in October 1999,
the  settlement  and  mutual  release,  which  was  executed on August 15, 2000,
resulted  in  a  dismissal  of  the  case  as  to  all  parties involved in this
Employment  Agreement  litigation.  There  was  no monetary consideration to any
party  as  a  result  of  the  settlement.

     The  matter  of  Alvis vs. B.A.T. International, et al., Case No. 99AS06972
filed  in  the  Sacramento  Superior  Court  in December 1999 was also dismissed
through  a  negotiated  settlement  which  was  executed  on September 14, 2000.
Plaintiff agreed to return 480,000 shares of common stock to the Company as part
of  the consideration of the settlement.  The settlement also included return of
45,000 shares of common stock from Gene Bunnell, which were returned to Treasury
and  subsequently  cancelled.

                                       13
<PAGE>

     There  was  no  litigation  threatened  or  pending  as  of April 30, 2002.

     All matters involving pending or prospective litigation have been dismissed
or  resolved.

                                       14
<PAGE>
                                  RISK FACTORS

     We  are  subject  to  various  risks that may materially harm our business,
financial  condition  and  results of operations.  You should carefully consider
the  risks  and  uncertainties described below and the other information in this
filing  before  deciding to purchase our common stock.  If any of these risks or
uncertainties  actually  occur,  our  business, financial condition or operating
results  could  be  materially  harmed.  In  that case, the trading price of our
common  stock  could  decline and you could lose all or part of your investment.

                          RISKS RELATED TO OUR BUSINESS

WE  HAVE  HISTORICALLY  LOST  MONEY  AND  LOSSES  MAY  CONTINUE  IN  THE  FUTURE

     We  have  historically  lost  money.  In  the year ended April 30, 2002, we
sustained  losses from operations of $3.55 million.  Future losses are likely to
occur.  Accordingly,  we  may  experience  significant  liquidity  and cash flow
problems  if  we  are  not  able  to  raise  additional capital as needed and on
acceptable  terms.  No  assurances  can  be  given that we will be successful in
reaching  or  maintaining  profitable  operations.

WE  WILL  NEED  TO  RAISE  ADDITIONAL  CAPITAL  TO  FINANCE  OPERATIONS

     Our  operations  have  relied almost entirely on external financing to fund
our  operations.  Such  financing  has  historically  come from a combination of
borrowings  from  and  sale  of common stock and convertible debentures to third
parties.  We  will  need  to  raise  additional  capital to fund our anticipated
operating expenses and future expansion.  Among other things, external financing
will  be  required  to  cover  our  operating  costs.  We cannot assure you that
financing  whether from external sources or related parties will be available if
needed or on favorable terms.  The sale of our common stock to raise capital may
cause  dilution  to our existing shareholders.  Our inability to obtain adequate
financing  will result in the need to curtail business operations.  Any of these
events  would  be  materially  harmful to our business and may result in a lower
stock  price.

THERE  IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN DUE
TO  RECURRING  LOSSES AND WORKING CAPITAL SHORTAGES, WHICH MEANS THAT WE MAY NOT
BE  ABLE  TO  CONTINUE  OPERATIONS  UNLESS  WE  OBTAIN  ADDITIONAL  FUNDING

     The  report  of our independent accountants on our April 30, 2002 financial
statements included an  explanatory  paragraph  indicating  that  there  is sub-
stantial doubt about our ability to continue as a going concern due to recurring
losses and working capital shortages. Our ability to continue as a going concern
will  be  determined  by our ability to obtain additional funding. Our financial
statements  do not include any adjustments that might result from the outcome of
this  uncertainty.

OUR  COMMON  STOCK  MAY  BE AFFECTED BY LIMITED TRADING VOLUME AND MAY FLUCTUATE
SIGNIFICANTLY

     Prior  to  this  offering,  there  has been a limited public market for our
common stock and there can be no assurance that an  active  trading  market  for
our  common  stock  will  develop.  As a result, this could adversely affect our
shareholders'  ability  to  sell  our  common  stock  in  short time periods, or
possibly  at  all. Our common stock has experienced, and is likely to experience
in  the  future, significant price and volume fluctuations which could adversely
affect  the  market  price  of  our common stock without regard to our operating
performance. In addition, we believe that factors such as quarterly fluctuations
in  our financial results and changes in the overall economy or the condition of
the  financial  markets  could  cause the price of our common stock to fluctuate
substantially.

                                       15
<PAGE>

OUR COMMON STOCK IS DEEMED TO BE "PENNY STOCK," WHICH MAY MAKE IT MORE DIFFICULT
FOR  INVESTORS  TO  RESELL  THEIR  SHARES  DUE  TO  SUITABILITY  REQUIREMENTS

     Our  common  stock is deemed to be "penny stock" as that term is defined in
Rule  3a51-1 promulgated under the Securities Exchange Act of 1934. Penny stocks
are  stock:

-     with  a  price  of  less  than  $5.00  per  share;

-     that  are  not  traded  on  a  "recognized"  national  exchange;

-     whose  prices  are  not  quoted  on  the Nasdaq automated quotation system
      (Nasdaq listed  stock  must  still have a price of not less than $5.00 per
      share);  or

-     in  issuers with net tangible assets less than $2.0 million (if the issuer
      has been in continuous operation for at least three years) or $5.0 million
      (if in  continuous  operation  for less than three years), or with average
      revenues  of  less  than  $6.0  million  for  the  last  three  years.

     Broker-dealers  dealing  in  penny stocks are required to provide potential
investors  with  a  document  disclosing  the  risks of penny stocks.  Moreover,
broker-dealers  are required to determine whether an investment in a penny stock
is  a  suitable  investment  for a prospective investor.  These requirements may
reduce  the  potential  market  for  our  common stock by reducing the number of
potential  investors.  This  may  make  it  more  difficult for investors in our
common  stock  to  sell shares to third parties or to otherwise dispose of them.
This  could  cause  our  stock  price  to  decline.

WE  COULD  FAIL  TO  RETAIN  OR  ATTRACT  KEY  PERSONNEL

     Our  future success depends, in significant part, on the continued services
of  Harrison  A. McCoy, III.  We cannot assure you that  we  would  be  able  to
find an appropriate replacement for any  of  our  key  personnel.  Any  loss  or
interruption  of our key personnel's services could adversely affect our ability
to develop our business plan.  We have entered into an employment agreement with
Mr.  McCoy.  We do not presently maintain key-man life insurance policies on Mr.
McCoy.

DELAWARE  LAW  AND  OUR  CHARTER  MAY  INHIBIT  A  TAKEOVER  OF OUR COMPANY THAT
STOCKHOLDERS  MAY  CONSIDER  FAVORABLE

     Provisions  of  Delaware law, such as its business combination statute, may
have  the effect of delaying, deferring or preventing a change in control of our
company.  As  a  result,  these  provisions could limit the price some investors
might  be  willing  to  pay  in  the  future  for  shares  of  our common stock.

OUR  OFFICERS  AND  DIRECTORS HAVE THE ABILITY TO EXERCISE SIGNIFICANT INFLUENCE
OVER  MATTERS  SUBMITTED FOR STOCKHOLDER APPROVAL AND THEIR INTERESTS MAY DIFFER
FROM  OTHER  STOCKHOLDERS

     Our  executive  officers and directors, in the aggregate, own approximately
13%  of  our  common  stock.  Accordingly, our directors and executive officers,
whether acting alone or together, will have significant influence in determining
the  outcome  of  any  corporate  transaction  or  other matter submitted to our
stockholders  for  approval, including mergers, acquisitions, consolidations and
the  sale  of  all  or  substantially  all  of our assets, and also the power to
prevent  or  cause a change in control.  The interests of these stockholders may
differ  from  the  interests  of  the  other  stockholders.

                                       16
<PAGE>
                       RISKS RELATED TO OUR OPERATION AS A
                          BUSINESS DEVELOPMENT COMPANY

WE  MAY  CHANGE  OUR  INVESTMENT  POLICIES  WITHOUT FURTHER SHAREHOLDER APPROVAL

     Although  we are limited by the Investment Company Act of 1940 with respect
to  the  percentage  of our assets that must be invested in qualified investment
companies,  we  are  not  limited  with respect to the minimum standard that any
investment  company  must  meet,  nor  the  industries in which those investment
companies  must  operate.

OUR  INVESTMENTS  MAY  NOT  GENERATE  SUFFICIENT  INCOME TO COVER OUR OPERATIONS

     We  intend  to  make investments into qualified companies that will provide
the  greatest  overall  return  on  our  investment.  However,  certain of those
investments  may  fail,  in  which  case  we  will not receive any return on our
investment.  In addition, our investments may not generate income, either in the
immediate future, or at all.  As a result, we may have to sell additional stock,
or  borrow  money,  to  cover  our  operating  expenses.

                                       17
<PAGE>
                                 USE OF PROCEEDS

     We  will  not receive any of the proceeds from the sale of shares of common
stock  by  the  Selling  Shareholders.

                              SELLING SHAREHOLDERS

     The  Shares  of  SSPC  to  which  this Reoffer Prospectus relates are being
registered  for  reoffers  and resales by the Selling Shareholders, who acquired
the  Shares pursuant to a compensatory benefit plan with SSPC for consulting and
legal  services they provided to SSPC.  The Selling Shareholders may resell all,
a  portion,  or  none  of  such  Shares  from  time  to  time.

     The  table below sets forth with respect to the Selling Shareholders, based
upon information available to the Company as of September 5, 2002, the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number  and  percent  of outstanding Shares that will be owned after the sale of
the  registered  Shares  assuming  the  sale  of  all  of the registered Shares.

<TABLE>
<CAPTION>
<S>                          <C>            <C>               <C>               <C>
                                                                                % OF SHARES
                             NUMBER OF      NUMBER OF SHARES                    OWNED BY
                             SHARES OWNED   REGISTERED BY     NUMBER OF SHARES  SHAREHOLDER
SELLING SHAREHOLDERS. . . .  BEFORE SALE    PROSPECTUS        OWNED AFTER SALE  AFTER SALE(1)
---------------------------  -------------  ----------------  ----------------  -------------
Jonathan Rosen. . . . . . .     3,200,000          3,200,000               -0-           -0-
Andrea T. Beyer . . . . . .       150,000            150,000               -0-           -0-
Shane Traveller . . . . . .     2,000,000          2,000,000               -0-           -0-
Anthony Miller. . . . . . .     1,983,333          1,000,000           983,333           1.1%
Harrison A. McCoy III . . .     5,083,333          1,000,000         4,083,333           4.7%
The Covenant Trust. . . . .   5,408,333(2)         2,000,000         3,408,333           3.9%
William Sheaffer. . . . . .     3,374,333          1,000,000         2,374,333           2.7%
Brian A. Lebrecht . . . . .       700,000            700,000               -0-           -0-
Monte Collins . . . . . . .        75,000             75,000               -0-           -0-
Dawn Sheppard . . . . . . .       100,000            100,000               -0-           -0-
James Upton . . . . . . . .       210,482            210,482               -0-           -0-
James Warner. . . . . . . .       200,000            200,000               -0-           -0-
Matt Kirby. . . . . . . . .       625,000            625,000               -0-           -0-
Jaque Yeager. . . . . . . .       830,728            830,728               -0-           -0-
Elke Hagen. . . . . . . . .        50,000             50,000               -0-           -0-
Safe Haven Products, LLC(3)       550,000            550,000               -0-           -0-
</TABLE>

(1)     Based  on  86,521,345  shares  outstanding.
(2)     Mr.  Larry  Taggart is deemed the beneficial owner of the shares held by
        The Covenant Trust.  Mr. Taggart resigned as President and a Director of
        Southern  States  effective  as  of  September  1,  2001.
(3)     The beneficial owner of shares held by Safe Haven Products, LLC is James
        Warner.

..                                      18
<PAGE>

                              PLAN OF DISTRIBUTION

     The  Selling  Shareholders  may sell the Shares for value from time to time
under  this  Reoffer  Prospectus  in  one  or  more  transactions  on the Nasdaq
Over-the-Counter  Bulletin Board, or other exchange, in a negotiated transaction
or  in a combination of such methods of sale, at market prices prevailing at the
time  of  sale,  at prices related to such prevailing market prices or at prices
otherwise  negotiated.  The Selling Shareholders may effect such transactions by
selling  the  Shares  to or through brokers-dealers, and such broker-dealers may
receive  compensation  in  the  form  of  underwriting discounts, concessions or
commissions  from  the  Selling Shareholders and/or the purchasers of the Shares
for  whom  such  broker-dealers may act as agent (which compensation may be less
than  or  in  excess  of  customary  commissions).

     The  Selling  Shareholders  and  any broker-dealers that participate in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of  Section  2(11) of the 1933 Act, and any commissions received by them and any
profit  on  the  resale of the Shares sold by them may be deemed be underwriting
discounts  and  commissions  under the 1933 Act.  All selling and other expenses
incurred  by the Selling Shareholders will be borne by the Selling Shareholders.

     In  addition to any Shares sold hereunder, the Selling Shareholders may, at
the  same  time, sell any shares of common stock, including the Shares, owned by
him or her in compliance with all of the requirements of Rule 144, regardless of
whether  such  shares  are  covered  by  this  Reoffer  Prospectus.

     There  is  no  assurance that the Selling Shareholders will sell all or any
portion  of  the  Shares  offered.

     The Company will pay all expenses in connection with this offering and will
not  receive  any proceeds from sales of any Shares by the Selling Shareholders.

              MANAGEMENT AND CERTAIN SECURITY HOLDERS OF THE ISSUER

     The  following  parties  are  officers, directors, or known holders of more
than  5%  of  the  issuer's  common  stock  as  of  August  16,  2002:

<TABLE>
<CAPTION>
<S>                      <C>                           <C>                      <C>
                                                              Common Stock           Percentage of
Name and Address(1) . .  Nature of Affiliation                 Ownership        Common Stock Ownership(2)
-----------------------  ----------------------------         --------------    -------------------------

Harrison A. McCoy, III.  CEO, President, and Director          5,083,333                  6.2%

William O. Sheaffer . .  VP Sales, Director                    3,374,333                  4.1%

Anthony K. Miller . . .  Director                              1,983,333                  2.4%

Lawrence W. Taggart . .  5% Holder                             7,589,833 (3)              9.2%
</TABLE>

(1)     Unless  stated  otherwise, the address of each affiliate is c/o Southern
        States Power Company, Inc.,  4505  Allstate Drive, Suite 108, Riverside,
        California  92501.

(2)     Based  on 82,565,777 shares of common stock issued and outstanding as of
        August 16, 2002.  Shares of  common  stock  subject  to options that are
        currently  exercisable  or exercisable within 60 days of the date hereof
        are deemed  to be beneficially owned by the person holding such  options
        for the purpose of computing the percentage of ownership of such person,
        but are not  treated  as  outstanding  for  the purpose of computing the
        percentage ownership  of  any  other  person.

                                       19
<PAGE>

(3)     Includes  5,408,333  shares  of  common stock held of record by Covenant
        Trust,  which  Mr.  Taggart  is  deemed  the  beneficial  owner.

     The  issuer  is  not aware of any person who owns of record, or is known to
own  beneficially,  five  percent  or  more of the outstanding securities of any
class  of the issuer, other than as set forth above.  The issuer is not aware of
any  person  who  controls  the  issuer  as  specified in section 2(a)(1) of the
Investment  Company  Act  of  1940.  The  Company  does  not  have an investment
advisor.

BACKGROUND  INFORMATION

     HARRISON  A.  MCCOY,  III  is  a  former  member  of the U.S. Army Corps of
Engineers.  After  serving  in  Vietnam,  Mr.  McCoy  obtained  a BS in Chemical
Engineering from Cal Poly  -  Pomona.  He also  holds  an  AS  degree  in Water/
Wastewater  Treatment  from San Bernardino Valley College. Mr. McCoy has enjoyed
an  extensive  career  in  the  environment/alternative  fuels/engineering/waste
management  fields. From 1988 until 1992, Mr. McCoy was Executive Vice President
of  BLI  International, a hazardous waste cleanup company. From 1992 until 1994,
he  was  Executive  Vice  President  of  Air  Duke  Australia,  a renewable fuel
development  company.  Most  recently,  Mr.  McCoy started and managed Bioenergy
Engineering  and  Technologies Corporation, a consulting company specializing in
developing  technology  and  site  plans  for  regional integrated liquid/solid,
urban/industrial  waste  treatment  management. Mr. McCoy joined Southern States
Power  Company  in  1999  and was appointed Chief Executive Officer in September
2001.

     WILLIAM  O.  SHEAFFER  joined Southern States as Director in 2000, where he
also  serves  as  Executive  Vice  President for Sales, Marketing and Government
Relations.  He  is  a  cum  laude  graduate  of  USC with an MBA from Pepperdine
University.  From  1996  until  1999,  Mr.  Sheaffer served as Vice-President of
Marketing  for  Mirachem,  Co. From 1999 until joining the Company, Mr. Sheaffer
was  Managing  Director  of  the  Safe-Lube  division  of  Gemtek  Products.

     ANTHONY K. MILLER the sole outside director of the Company.  He also serves
as  President  and  a  Director  of  United  States Crude International, Inc., a
publicly  traded  company  located in Loma Linda, California that specializes in
in  heavy  oil  recovery  through  the  use of new technologies.  Mr. Miller has
worked  for  United  States  Crude  International since 1996. He brings with him
considerable  experience  in  corporate  management, and knowledge regarding the
operations  and  requirements  imposed  on  publicly  trading  companies.

COMPENSATION  OF  DIRECTORS

     We  have  no  standard  arrangement,  pursuant  to  which our Directors are
compensated  or  services  provided as a Director.  Our sole outside Director is
paid  $250,  as  reimbursement  for travel and expenses, for each meeting of the
Board  of  Directors  that he attends.  No additional amounts are payable to our
Directors  for  special  assignments,  if  any.

     SUMMARY  COMPENSATION TABLE.  The following table sets forth the annual and
long-term compensation for services in all capacities for the fiscal years ended
April  30,  2002  and  2001  paid  to  Harrison A. McCoy, III, our current Chief
Executive  Officer.  No other executive officers received compensation exceeding
$100,000  during  the  fiscal  year  ended  April  30,  2002.

                                       20
<PAGE>

<TABLE>
<CAPTION>

                                            SUMMARY COMPENSATION TABLE

                                 ANNUAL COMPENSATION  LONG TERM COMPENSATION
                                 -------------------
<S>                              <C>    <C>      <C>     <C>             <C>          <C>            <C>
                                                                          AWARDS
                                                                        -----------
                                                             OTHER       RESTRICTED   SECURITIES
                                                             ANNUAL        STOCK      UNDERLYING      ALL OTHER
NAME AND PRINCIPAL POSITION . .  YEAR   SALARY    BONUS   COMPENSATION     AWARD(S)    OPTIONS      COMPENSATION
-------------------------------  ----   -------   -----   ------------  -----------   ----------    ------------

Harrison A. McCoy, III. . . . .  2002   $97,000   $  --   $ 112,000 (2)      --        2,325,000         --
     Chief Executive Officer(1)  2001    90,000      --      13,500          --           --             --

</TABLE>
_______________

(1)     Mr. McCoy became Chief Executive Officer of Southern States effective as
        of  September  1,  2001.
(2)     Amount  includes 1 million shares of preferred stock issued to Mr. McCoy
        as a director of the Company. Each preferred  share  is  entitled to ten
        votes on  all  shareholder  matters and is convertible into common stock
        on a 1:1 basis. Also includes  the value of vested options issued  below
        market price.  On August 1, 2002, the  preferred  shares were  converted
        into 1 million shares  of  common  stock.

     The following table sets forth certain information concerning the number of
individual  grants  of  stock  options made during the last completed during the
fiscal  year  ended  April  30,  2002  to  each of the named executive officers:

<TABLE>
<CAPTION>
                                  AGGREGATED OPTION GRANTS IN LAST FISCAL YEAR

<S>                     <C>                                    <C>
                        NUMBER OF                % OF TOTAL OPTIONS
NAME                    SECURITIES UNDERLYING    GRANTED TO EMPLOYEES
                        OPTIONS GRANTED          IN FISCAL YEAR          EXERCISE PRICE    EXPIRATION DATE
----------------------  ---------------------    --------------------    --------------    ---------------
Harrison A. McCoy, III         325,000                 2.3%                  $0.001         April 1, 2004
                             2,000,000                14.3%                   $0.01        August 1, 2004
                        ---------------------    --------------------
Total. . . . . . . . .       2,325,000                16.6%

</TABLE>

     The  following  table  sets forth certain information concerning the number
and  value  of securities underlying exercisable and unexercisable stock options
as  of  the  fiscal year ended April 30, 2002 for named officers of the Company.


<TABLE>
<CAPTION>
           AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL
                             YEAR-END OPTION VALUES


<S>                     <C>          <C>        <C>                        <C>
                                                NUMBER OF SECURITIES
                        NUMBER OF               UNDERLYING UNEXERCISED      VALUE OF UNEXERCISED
                        SHARES                  OPTIONS AT                  IN-THE-MONEY OPTIONS AT
                        ACQUIRED ON  VALUE      APRIL 30, 2002              APRIL 30, 2002
NAME                    EXERCISE     REALIZED   EXERCISABLE/UNEXERCISABLE   EXERCISABLE/UNEXERCISABLE(1)
----------------------  -----------  --------   -------------------------   -----------------------------
Harrison A. McCoy, III      325,000  $ 10,000   Exercisable       850,000   Exercisable       $119,000.00
                                                Unexercisable   1,650,000   Unexercisable     $231,000.00
</TABLE>

(1)     The  value  of  unexercised  in-the-money  options at fiscal year end is
        calculated  using  the  last sale price of $0.14 per share as  of  April
        30, 2002, the last trading day of fiscal year 2001, as reported  on  the
        OTC  Bulletin  Board.

..                                      21
<PAGE>

EMPLOYMENT  AGREEMENTS

     Employment  agreements  were  entered  into  between  Lawrence  W. Taggart,
Harrison  A.  McCoy,  III,  and William O. Sheaffer and the company on March 14,
2001 reflecting the fiscal salary shown in the table above for Mr. McCoy.  These
agreements  also reflect terms of three (3) years for each named officer, with a
severance  scale  equal  to  one-month  compensation  for each month employed or
working  for  the  Company,  up  to  a maximum of 24 months, for any involuntary
termination  without  cause.  On  August  1,  2002,  the Company and Mr. Taggart
agreed  to  terminate  his  employment  contract.

INDEMNIFICATION

     As  permitted by the provisions of the General Corporation Law of the State
of  Delaware  (the  "Delaware Code"), the Company has the power to indemnify any
                     -------------
person  who  was  or  is  a  party  or  is  threatened to be made a party to any
threatened,  pending  or  completed  action,  suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that the person
is  or  was  a  director,  officer, employee or agent of the corporation if such
officer  or  director acted in good faith and in a manner reasonably believed to
be  in  or not opposed to the best interest of Southern States.  Any such person
may be indemnified against expenses, including attorneys' fees, judgments, fines
and  settlements  in  defense  of  any action, suit or proceeding.  Further, the
Delaware Code permits a corporation to purchase and maintain liability insurance
on  behalf  of  its officers, directors, employees and agents.  The Company does
not  maintain  such  liability  insurance.

                                  LEGAL MATTERS

     The validity of the Common Stock offered hereby will be passed upon for the
Company  by  The  Lebrecht  Group,  A Professional Law Corporation, Rancho Santa
Margarita,  California.  Brian  A.  Lebrecht,  principal  of  The Lebrecht Group
currently  holds  700,000  shares of the Company's Common Stock being registered
for  resale  in  this  Reoffer  Prospectus.

                                     EXPERTS

     The  balance  sheets as of April 30, 2002 and the statements of operations,
shareholders'  equity  and cash flows for the two years ended April 30, 2002 and
2001 of Southern States Power Company, Inc., have been incorporated by reference
in  this  Registration  Statement  in  reliance  on  the  report  of  Stonefield
Josephson, Inc., independent accountants, given on the authority of that firm as
experts  in  accounting  and  auditing.

                                       22
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents  are  hereby  incorporated  by  reference in this
Registration  Statement:

(i)     The  Registrant's Annual Report dated July 22, 2002 on Form 10-KSB filed
with  the  Commission  on  August  14,  2002.

(ii)     The  Registrant's  Quarterly  Report  dated  September 16, 2002 on Form
10-QSB  filed  with  the  Commission  on  September  16,  2002.

(iii)     All  other  reports and documents previously and subsequently filed by
the Registrant before and after the date of this Registration Statement pursuant
to  Sections  13(a),  13(c), 14, or 15(d) of the Securities Exchange Act of 1934
and  prior  to the filing of a post-effective amendment which indicates that all
securities  offered  hereby  have  been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference and to be
a  part  hereof  from  the  date  of  the  filing  of  such  documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Certain  legal matters with respect to the Common Stock offered hereby will
be  passed  upon  for  the  Company  by The Lebrecht Group, APLC, counsel to the
Company.

     Mr.  Brian  A.  Lebrecht,  principal  of  The  Lebrecht Group, APLC, is the
beneficial  owner  of  700,000  shares  of  common  stock  of  the  Company.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     As  permitted by the provisions of the General Corporation Law of the State
of  Delaware  (the  "Delaware Code"), the Company has the power to indemnify any
                     -------------
person  who  was  or  is  a  party  or  is  threatened to be made a party to any
threatened,  pending  or  completed  action,  suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that the person
is  or  was  a  director,  officer, employee or agent of the corporation if such
officer  or  director acted in good faith and in a manner reasonably believed to
be  in  or not opposed to the best interest of Southern States.  Any such person
may be indemnified against expenses, including attorneys' fees, judgments, fines
and  settlements  in  defense  of  any action, suit or proceeding.  Further, the
Delaware Code permits a corporation to purchase and maintain liability insurance
on  behalf  of  its officers, directors, employees and agents.  The Company does
not  maintain  such  liability  insurance.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

     These  Shares  were  issued  for  advisory,  employment, and legal services
rendered.  These  sales  were  made  in  reliance  on  the  exemption  from  the
registration  requirements  of the Securities Act of 1933, as amended, contained
in Section 4(2) thereof, covering transactions not involving any public offering
or  not  involving  any  "offer"  or  "sale".

                                       23
<PAGE>

ITEM  8.  EXHIBITS

3.1     Articles  of  Incorporation  of the Registrant, as amended (incorporated
        by  reference).

3.2     Bylaws  of  the  Registrant  (incorporated  by  reference).

5.1     Opinion  of  The  Lebrecht  Group,  APLC.

23.1    Consent  of  The  Lebrecht  Group, APLC (included in Exhibit 5.1).

23.2    Consent  of  Stonefield  Josephson,  Inc., Certified Public Accountants.

ITEM  9.  UNDERTAKINGS.

(a)     The  undersigned  Registrant  hereby  undertakes:

     (1)  To  file, during any period in which offers or sales are being made, a
post-effective  amendment  to  this  Registration  Statement:

          (i)  To  include  any  prospectus required by section 10(a) (3) of the
     Securities  Act  of  1933;

          (ii)  To  reflect  in the prospectus any facts or events arising after
     the  effective  date  of  the  registration  statement  (or the most recent
     post-effective  amendment thereof) which, individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration  statement;  and

          (iii)  To include any material information with respect to the plan of
     distribution  not previously disclosed in the registration statement or any
     material  change  to  such  information  in  the  registration   statement;
     provided, however, that paragraphs (a) (1)(i) and (a) (1) (ii) do not apply
     if  the registration statement is on Form S-3, Form S-8 or Form F-3 and the
     information  required to be included in a post-effective amendment by those
     paragraphs  is contained in periodic reports filed with or furnished to the
     Commission by the registrant pursuant to Section 13 or Section 15(d) of the
     Securities  Exchange  Act of 1934 that are incorporated by reference in the
     registration  statement.

     (2) That, for the purpose of determining any liability under the Securities
Act  of  1933,  each  such  post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial BONA
FIDE  offering  thereof.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)     The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  Annual  Report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
Registration  Statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial BONA FIDE offering thereof.

                                       24
<PAGE>

(c)     Insofar  as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers  and  controlling  persons
of the  Registrant  pursuant  to  the  foregoing  provisions,  or otherwise, the
Registrant  has  been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and  is, therefore, unenforceable. In the event that a claim for indemnification
against  such  liabilities (other than the payment by the Registrant of expenses
incurred  or paid by a director, officer or controlling person of the Registrant
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 Registrant 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 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.

                                       25
<PAGE>

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies  that  it  has  reasonable grounds to believe that is meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Riverside, State of California, on September 17,
2002.


                                         Southern States Power Company, Inc.


                                         /s/ Harrison A. McCoy, III
                                         ---------------------------------------
                                         By:   Harrison A. McCoy, III
                                         Its:   President and CEO

          Pursuant  to  the  requirements  of  the  Securities Act of 1933, this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated:



/s/ Harrison A. McCoy, III
-----------------------------------------
Harrison A. McCoy, III
President and Chief Executive Officer


/s/ William O. Sheaffer
-----------------------------------------
William O. Sheaffer
Director


/s/ Anthony Miller
-----------------------------------------
Anthony Miller
Director

                                       26
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 76277}]
{"company-data": {"conformed-name": "SOUTHERN STATES POWER CO INC", "cik": "0001042482", "assigned-sic": "2911", "irs-number": "330312389", "state-of-incorporation": "CA", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-99827", "film-number": "02767829"}, "business-address": {"street1": "4505 ALLSTATE DRIVE", "street2": "SUITE 108", "city": "RIVERSIDE", "state": "CA", "zip": "92501", "phone": "9093672463"}, "mail-address": {"street1": "4505 ALLSTATE DRIVE", "street2": "SUITE 108", "city": "RIVERSIDE", "state": "CA", "zip": "92501"}, "former-company": {"former-conformed-name": "PASCAL VENTURES INC", "date-changed": "19970715"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 18, 2002

                                                REGISTRATION NO. 33-____________

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                       SOUTHERN STATES POWER COMPANY, INC.
             (Exact Name of Registrant as Specified in Its Charter)

            DELAWARE                                             33-0312389
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                         4505 ALLSTATE DRIVE, SUITE 108
                          RIVERSIDE, CALIFORNIA  92501
          (Address of Principal Executive Offices, Including Zip Code)
                              ____________________

                              Consulting Agreements
                              Employment Agreements
                            Legal Services Agreement
                             (Full Title of the Plan)
                              ____________________

                             Harrison A. McCoy, III
                       Southern States Power Company, Inc.
                         4505 Allstate Drive, Suite 108
                          Riverside, California  92501
                                 (909) 476-3575
            (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:

                             Brian A. Lebrecht, Esq.
                            The Lebrecht Group, APLC
                        22342 Avenida Empresa, Suite 230
                    Rancho Santa Margarita, California 92688
                                 (949) 635-1240
CALCULATION  OF  REGISTRATION  FEE
Title of Securities. .  Amount to be  Proposed Maximum              Proposed Maximum           Amount of
to be Registered . . .  Registered    Offering Price per Share(1)   Aggregate Offering Price   Registration Fee
----------------------  ------------  ----------------------------  -------------------------  -----------------
Common Stock,
Par Value $0.001 . . .    13,691,210  $                       0.03  $              410,736.30  $           37.79
----------------------  ------------  ----------------------------  -------------------------  -----------------
TOTAL REGISTRATION FEE    13,691,210  $                       0.03  $              410,736.30  $           37.79
----------------------  ------------  ----------------------------  -------------------------  -----------------
(1)     Estimated  solely  for  the  purpose  of  computing  the  amount  of the
registration fee pursuant to Rule 457(c) based on the average of the closing bid
and  ask  prices  as  reported  by the NASDAQ Over-The-Counter Bulletin Board on
September  13,  2002.

(2)     Represents  shares of Common Stock issued to consultants, employees, and
legal  counsel  to  the  Company.

                                        2
EXPLANATORY NOTE

     Southern States Power Company, Inc. ("SSPC") has prepared this Registration
Statement  in  accordance with the requirements of Form S-8 under the Securities
Act  of  1933,  as  amended  (the  "1933  Act").

     Under  cover  of  this  Form  S-8  is a Reoffer Prospectus SSPC prepared in
accordance  with  Part I of Form S-3 under the 1933 Act.  The Reoffer Prospectus
may be utilized for reofferings and resales of up to 13,691,210 shares of common
stock  acquired  by  the  selling  shareholders.

                                        3
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     SSPC  will  send or give the documents containing the information specified
in Part 1 of Form S-8 to employees or consultants as specified by Securities and
Exchange Commission Rule 428(b)(1) under the Securities Act of 1933, as amended.
SSPC does not need to file these documents with the Commission either as part of
this  Registration  Statement or as prospectuses or prospectus supplements under
Rule  424  of  the  1933  Act.

                                        4
REOFFER PROSPECTUS

                       SOUTHERN STATES POWER COMPANY, INC.
                         4505 ALLSTATE DRIVE, SUITE 108
                          RIVERSIDE, CALIFORNIA  92501

                        13,691,210 SHARES OF COMMON STOCK

     The  shares of common stock, $0.001 par value per share, of Southern States
Power Company, Inc. ("SSPC" or the "Company") offered hereby (the "Shares") will
be  sold  from  time  to  time  by  the  individuals  listed  under  the Selling
Shareholders section of this document (the "Selling Shareholders").  The Selling
Shareholders  acquired  the  Shares  pursuant  to compensatory benefit plans for
consulting,  employment,  and  legal  services  that  the  Selling  Shareholders
provided  to  SSPC.

     The  sales  may occur in transactions on the NASDAQ over-the-counter market
at  prevailing  market  prices  or  in  negotiated  transactions.  SSPC will not
receive  proceeds  from  the  sale of any of the Shares.  SSPC is paying for the
expenses  incurred  in  registering  the  Shares.

     The  Shares  are  "restricted  securities" under the Securities Act of 1933
(the  "1933  Act")  before their sale under the Reoffer Prospectus.  The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933  Act  to  allow  for future sales by the Selling Shareholders to the public
without  restriction.  To the knowledge of the Company, the Selling Shareholders
have  no  arrangement  with  any brokerage firm for the sale of the Shares.  The
Selling  Shareholders may be deemed to be an "underwriter" within the meaning of
the 1933 Act.  Any commissions received by a broker or dealer in connection with
resales  of the Shares may be deemed to be underwriting commissions or discounts
under  the  1933  Act.

     SSPC's  common  stock  is  currently  traded on the NASDAQ Over-the-Counter
Bulletin  Board  under  the  symbol  "SSPC".

                            ________________________

     This  investment involves a high degree of risk.  Please see "Risk Factors"
beginning  on  page  15.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS  REOFFER  PROSPECTUS  IS  TRUTHFUL  OR COMPLETE.  ANY REPRESENTATION TO THE
CONTRARY  IS  A  CRIMINAL  OFFENSE.
                            ________________________

                               September 18, 2002

                                        5
TABLE OF CONTENTS

Where  You  Can  Find  More  Information                                 6
Incorporated  Documents                                                  6
The  Company                                                             7
Risk  Factors                                                           15
Use  of  Proceeds                                                       18
Selling  Shareholders                                                   18
Plan  of  Distribution                                                  19
Management  and  Certain  Securities  Holders  of  the  Issuer          19
Legal  Matters                                                          22
Experts                                                                 22
                            ________________________

     You  should  only  rely  on  the  information  incorporated by reference or
provided  in  this Reoffer Prospectus or any supplement.  We have not authorized
anyone  else to provide you with different information.  The common stock is not
being  offered  in  any  state where the offer is not permitted.  You should not
assume  that  the  information  in  this Reoffer Prospectus or any supplement is
accurate  as  of  any  date  other  than  the  date on the front of this Reoffer
Prospectus.

                       WHERE YOU CAN FIND MORE INFORMATION

     SSPC  is  required  to  file  annual,  quarterly and special reports, proxy
statements  and  other  information  with the Securities and Exchange Commission
(the  "SEC") as required by the Securities Exchange Act of 1934, as amended (the
"1934 Act").  You may read and copy any reports, statements or other information
we  file  at  the  SEC's  Public  Reference  Rooms  at:

                 450 Fifth Street, N.W., Washington, D.C. 20549

     Please call the SEC at 1-800-SEC-0330 for further information on the Public
Reference  Rooms.  Our  filings are also available to the public from commercial
document  retrieval  services  and  the  SEC  website  (http://www.sec.gov).

                             INCORPORATED DOCUMENTS

     The  SEC  allows  SSPC  to "incorporate by reference" information into this
Reoffer  Prospectus,  which  means  that  the  Company  can  disclose  important
information  to  you  by referring you to another document filed separately with
the SEC.  The information incorporated by reference is deemed to be part of this
Reoffer Prospectus, except for any information superseded by information in this
Reoffer  Prospectus.

     SSPC's Annual Report on Form 10-KSB, dated July 22, 2002, and the Company's
Quarterly  Report  on  Form  10-QSB,  dated September 16, 2002, are incorporated
herein  by reference.  In addition, all documents filed or subsequently filed by
the  Company  under  Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, before
the  termination  of  this  offering,  are  incorporated  by  reference.

     The  Company  will  provide without charge to each person to whom a copy of
this  Reoffer  Prospectus  is delivered, upon oral or written request, a copy of
any  or  all  documents  incorporated  by reference into this Reoffer Prospectus
(excluding  exhibits  unless  the  exhibits  are  specifically  incorporated  by
reference  into  the information the Reoffer Prospectus incorporates).  Requests
should  be  directed  to  the Chief Financial Offer at SSPC, at SSPC's executive
offices,  located  at  4505  Allstate  Drive,  Suite  108, Riverside, California
92501.  SSPC's  telephone  number  is  (909)  367-2463.

                                        6
THE COMPANY

     Southern States Power Company, Inc. (hereinafter "the Company" or "Southern
States")  is  a  business  development  company that has elected to be regulated
pursuant  to  Section 54 of the Investment Company Act of 1940.  The Company was
originally  incorporated  in  the State of Delaware in 1988 as Guideline Capital
Corporation.  The  Company intends to focus its investments in companies engaged
in the production, sale and distribution of biodiesel fuel and other alternative
energy  solutions.  Biodiesel is a  diesel  fuel  made  from  a  vegetable  oil,
rather  than  petrochemical  oil,  and is officially designated by  the  EPA  as
an  alternative  fuel  under  the  Energy  Policy  Act.  Biodiesel  is  a unique
alternative  fuel because it can be used in diesel engines without any change or
modifications  to  the  engines,  vehicles,  or  ground  fueling  equipment.

     Net  revenues  increased  to  $492,000  for  the year ended April 30, 2002,
compared  with  revenues  of  $33,000  in the prior year, largely as a result of
revenues  generated  from  the  rental of power generators under a contract with
University  of  California  at  Riverside.  The  Company's  rental  program  was
discontinued  in  December  2001  and  the  generators  were held for sale as of
year-end.  The  Company  incurred  a  net  loss of $3,577,000 for the year ended
April  30,  2002,  compared  with  a  loss of $4,362,000 in the prior year.  The
decrease  in  loss  was primarily attributed to a decrease in operating expenses
(See  "Management's  Discussion  and  Analysis  of  Results  of  Operations  and
Financial  Condition"  herein).

     On  July  31,  2002, the Company's Board of Directors voted to be regulated
pursuant  to  Section  54  of  the  Investment  Company  Act  of  1940  with its
investments  concentrated  in  companies  engaged  in  the  production, sale and
distribution of biodiesel fuel and other alternative energy solutions.  Prior to
making this election, the Company was actively involved in the sale, manufacture
and  distribution  of  biodiesel.   The  decision  to  be  regulated  under  the
Investment  Company  Act  of  1940  was  made  primarily  to  better reflect the
Company's  anticipated  future  business  and  developing   relationships.   The
Company's first investment is expected to be in Agua Mansa, LLC, which is in the
process  of  designing and developing a new, state-of-the-art biodiesel facility
in  Riverside,  California,  that  will produce fuel that meets DINs 51606 while
also  yielding  high-grade by-products such as pharmaceutical-grade glycerin and
Vitamin  E  (See  "Agua  Mansa  Facility"  herein).

     The  Company  may  not  elect  to  withdraw its election to be regulated as
Business  Development Company without a vote of the holders of a majority of the
outstanding voting securities. Although the Company is initially focusing on the
biodiesel industry, it may change industries without further notice. The Company
may,  but  is  not  required,  to  take a controlling position in its investment
companies.  The  Company's policy with respect to any assets are not required to
be  invested in eligible portfolio companies or other companies qualifying under
Section  55  of  the  Investment Company Act of 1940, as well as with respect to
investing  as  part  of a group, is to be left to the discretion of the Board of
Directors. The Company will offer managerial assistance to each of its portfolio
companies and reserves the right to be compensated by the portfolio companies at
market  rates  for  such  services.

     The  Company's  working  capital on April 30, 2002 was negative $1,403,000,
which  results  primarily from the classification of a long-term debt obligation
of  $1,103,000  as  a  current liability since the Company was in default on the
obligation  as  of April 30, 2002. (See "Management's Discussion and Analysis of
Results  of  Operations  and  Financial  Condition"  herein).

     The  Company  was  incorporated in Delaware on August 31, 1988, and adopted
its  present  name  on  June  1,  1998. During fiscal year 2001, Southern States
relocated  its headquarters from Shreveport, Louisiana to Riverside, California,
and  established  a  regional  office  in  Phoenix  Arizona.

                                        7
BIODIESEL

     Biodiesel  is  one  of  several  alternative  fuels  identified by the EPA.
Biodiesel (fatty acid alkyl esters) is a cleaner-burning diesel replacement fuel
made  from  natural,  renewable  sources such as new and used vegetable oils and
animal  fats.  Like  petroleum diesel, biodiesel operates in combustion-ignition
engines.  Blends  of up to 20% biodiesel (mixed with petroleum diesel fuels) can
be  used in nearly all diesel equipment and are compatible with most storage and
distribution equipment.  These low level blends (20% and less) don't require any
engine  modifications  and  can  provide  the same payload capacity and range as
petroleum diesel.  Higher blends, even pure biodiesel (100% biodiesel, or B100),
can  be  used  in  many engines built since 1994 with little or no modification.

     Using  biodiesel  in  a  conventional  diesel  engine substantially reduces
emissions  of  unburned  hydrocarbons,  carbon  monoxide,  sulfates,  polycyclic
aromatic  hydrocarbons,  nitrated polycyclic aromatic hydrocarbons, and particu-
late  matter.  These reductions increase as the amount of biodiesel blended into
diesel  fuel  increases.  The  best  reductions  are  seen  with  B100.

     The  use  of  biodiesel  decreases the solid carbon fraction of particulate
matter  (since  the oxygen in biodiesel enables more complete combustion to CO2)
and  reduces  the sulfate fraction (biodiesel contains less than 24 ppm sulfur),
while  the  soluble,  or  hydrocarbon,  fraction  stays  the  same or increases.
Therefore,  biodiesel  works well with new technologies such as catalysts (which
reduce  the  soluble  fraction  of  diesel  particulate but not the solid carbon
fraction),  particulate  traps,  and  exhaust  gas  recirculation.

     Biodiesel  has  physical  properties  very  similar to conventional diesel.
Emission  properties,  however,  are  better for biodiesel than for conventional
diesel.

     Biodiesel fuel can be made from new or used vegetable oils and animal fats,
which  are  non-toxic,  biodegradable,  renewable  resources.  Fats and oils are
chemically  reacted  with  an  alcohol (methanol is the usual choice) to produce
chemical  compounds  known as "fatty acid methyl esters".  Biodiesel is the name
given  to these esters when they're intended for use as fuel.  Glycerol (used in
pharmaceuticals and cosmetics, among other markets) is produced as a co-product.

     Biodiesel can be produced by a variety of esterification technologies.  The
oil and fats are filtered and preprocessed to remove water and contaminants.  If
free  fatty acids are present, they can be removed or transformed into biodiesel
using  special pretreatment technologies.  The pretreated oils and fats are then
mixed  with  an  alcohol  (usually  methanol)  and a catalyst (usually sodium or
potassium  hydroxide).  The  oil  molecules (triglycerides) are broken apart and
reformed  into esters and glycerol, which are then separated from each other and
purified.

     Approximately  55%  of the biodiesel production industry can use any fat or
oil feedstock, including recycled cooking or "yellow" grease.  The other half of
the  industry  is limited to vegetable oils, the least  expensive  of  which  is
soy  oil.  The  soy  industry  has  been  the  driving  force  behind  biodiesel
commercialization  because of excess production capacity, product surpluses, and
declining  prices.  Similar  issues apply to the recycled grease and animal fats
industry,  even though these feedstocks are less expensive compared to soy oils.

AGUA  MANSA  FACILITY

     As  a  business  development  company  under  Section  54 of the Investment
Company  Act  of 1940, the Company is required to invest a portion of its assets
into  developing  companies.  Southern States is committed to the development of
alternative  energy  and  bio  fuels  such  as  biodiesel.

                                        8
The  Company  anticipates  that  its  first investment will be made in Agua
Mansa,  LLC  ("Agua  Mansa").  Agua  Mansa  is  in  the process of designing and
developing  a new, state-of-the-art biodiesel facility in Riverside, California,
that  will  produce  fuel  that  meets DINs 51606 while also yielding high-grade
by-products such as pharmaceutical-grade glycerin and Vitamin E.  In March 2002,
the  Company  entered  into a Preliminary Engineering Agreement with Lurgi, PSI,
Inc.  in  which  Lurgi will perform the preliminary engineering work on the Agua
Mansa project.  Subsequent to April 30, 2002, the Company entered into an Escrow
Agreement  for the purchase of 7.73 acres of land in Riverside, California where
the  new  facility  will  be  located.  The total purchase price of this land is
$793,000,  of which $10,000 was paid as a deposit.  The Company expects to close
escrow  on this property in September 2002 (See "Notes to Accompanying Financial
Statements").  Both the land and the preliminary engineering will be contributed
to  Agua  Mansa,  LLC  as  part  of the Company's investment.  The management of
Southern States anticipates playing  an  active  role  in  supervising  the con-
struction  of  the  Agua  Mansa  facility and then managing the plant once it is
complete.

COACHELLA  FACILITY

     In  the  Fall  of  2000, Southern States was introduced to Imperial Western
Products  (IWP)  located in Coachella, just East of Indio, California.  IWP is a
large  cottonseed  processing  plant  which  also  has a facility  for  process-
ing yellow  grease  which  they  typically  sell  for  use in animal  foods.  An
understanding  was reached whereby IWP agreed to participate in the construction
of  a  biodiesel  plant at their facility in Coachella which would utilize their
processed  yellow  grease  as  the  basic  source of feedstock for conversion to
biodiesel.

     Due  to  limited  financial  resources, the plant was built using primarily
refurbished equipment. In January 2002, the Company determined that the partner-
ship  arrangement with IWP was not advantageous to the Company. Furthermore, the
Company  wanted  to  take  advantage of significant marketing opportunities from
producing biodiesel that meets DINs standard 51606, in addition to capturing the
revenues  from  high-value  byproducts such as pharmaceutical-grade glycerin and
vitamin  E. The Company therefore sold its interest in the Coachella facility to
IWP  in February, 2002 for approximately $260,000 and recorded a gain of $34,000
on  the  transaction.  Pursuant to the Asset Sale Agreement, the Company entered
into  a  Brokerage Agreement with IWP in which the Company received, among other
things,  the exclusive right to sell all biodiesel manufactured by the Coachella
facility and receive a royalty interest of 50% on the net profits generated from
such  sale.  In  addition, the Company is entitled to a further royalty of $0.10
per  gallon of biodiesel produced from virgin soy feedstock as consideration for
the  Company's  assignment of the USDA subsidy contract. Through April 30, 2002,
there  were  no sales of biodiesel from the Coachella facility and, accordingly,
the  company  received  no  royalty  income.

CARDLOCK  FACILITY

     On  February  6,  2002,  the  Company entered into an agreement with Kinder
Morgan  Energy Partners, LP & Cardlock, LLC for the acquisition of equipment and
assets  relating  to  a  cardlock  facility  located  in  Phoenix, Arizona.  The
purchase  price was $395,000.  Under the terms of the agreement, the acquisition
was  expected  to be consummated on March 31, 2002, but was extended through the
August 9, 2002.  As of April 30, 2002, the Company had paid a deposit of $40,000
which  is  to  be  applied  towards  the purchase price.  Upon completion of the
purchase,  the  Company will be required to enter into a Sublease Agreement with
Kinder  Morgan and Cardlock.  The Sublease Agreement pertains to the property on
which  the equipment and assets are located.  The term of the Sublease Agreement
is  142  months  and  will  expire  on  December  31,  2013.

POWER  GENERATION

     During fiscal 2002, the Company purchased electric generating equipment for
a  total  of  approximately  $1,600,000,  which  it  rented to the University of
California  at Riverside ("UCR") on a short-term lease that ended December 2001.

                                        9
At  the  time, the Company was pursuing the rental of power generation equipment
to  both augment revenues and provide an outlet for biodiesel sales.  At the end
of rental period, UCR advised the Company that it would not continue to rent nor
elect to purchase the generating equipment.  The Company determined at that time
to  dispose of the generators and began soliciting buyers for the equipment.  On
April  30, 2002, the Company recorded a permanent impairment on the value of the
equipment  of  $500,000  to  reflect  the  estimated current market price of the
generators.  The  Company  has  a  note  payable with a commercial lender in the
amount of $1.1 million in connection with the generators.  As of April 30, 2002,
the  Company  was  in  technical default on the note (See "Notes to Accompanying
Financial Statements").  On July 18, 2002, the Company agreed to restructure the
debt  obligation.  The  original  terms  of the note required the Company to pay
$33,000  per  month  in  principal plus accrued interest at the rate of 7.5% per
annum.  The  note  is  secured by the electricity generators which are listed as
assets  held for sale in the accompanying balance sheet.  Under the terms of the
restructure,  the  Company  will make interest-only payments at prime plus 0.5%,
with the principal balance due in lump sum on March 15, 2003.  If the Company is
unable to make the principal payment, the debt will transfer to a shareholder of
the  Company  who  serves as guarantor on the note.  Ownership of the generators
will  also  transfer to the guarantor without recourse against the Company.  The
principal  balance  on  the  note  as of April 30, 2002 has been classified as a
current  liability  in  the  accompanying  balance  sheet.

TECHNOLOGY  PROTECTION  POLICY  AND  DISCLAIMERS

     The  Company  has  certain intellectual properties including biofuel formu-
lation, processing and manufacture techniques that it considers "trade secrets".
To  maintain  confidentiality,  the  Company executes agreements with interested
third  parties,  contractors and employees. Thus far, the Company has elected to
refrain  from filing for patent protection on its biofuel formulation or process
for  several reasons. First, the Company considers that the amount of disclosure
which  must  be  made  in  the  application would disclose information which the
Company  wants  to  keep proprietary. Second, since components of the mixing and
chemical  process  typically  fall  within  the  public domain, it is not deemed
patentable.

     The  Company  believes  that the chemical and process treatment involved in
manufacturing its biofuel are highly complex and would be extremely difficult to
duplicate  or  reverse  engineer.  At  this time, the Company does not intend to
file  for  patent  protection  on  its  existing  technology.

CONFIDENTIALITY  POLICY  AND  DISCLAIMERS

     As  indicated  above, the Company's agents and officials interact with many
different  technology  development  entities  and  concerns. It is the policy of
Southern  States to obtain executed confidentially agreements from those persons
or  entities  to  whom  the  Company's  trade secrets are revealed. The standard
agreements include provisions prohibiting disclosure of proprietary information.
With respect to Company employees and consultants, agreements in place include a
provision  prohibiting  competition  with  the  Company.

MARKETING

     Management  believes that tightening clean air standards and growing fossil
fuel  costs  are  forcing municipal and private commercial fleets to look toward
alternative  fuel  products.  Major  biodiesel  initiatives  have been passed at
state  and  federal  levels  across  the  United  States.  The Energy Policy Act
(EPAct)  was  passed  in  1992 to accelerate the use of alternative fuels in the
transportation sector.  In this Act the government recognized fuels derived from
biological  materials  as alternative fuels.  Prior to the EPAct, the Clean Fuel
Fleet Program was included as part of the Clean Air Act Amendments (1990).  This
program  specifically  describes  clean  fuels  to  include  alternative  fuels.
Executive  Order  13149 directs federal agency fleets to use alternative fuel to
meet  at  least 51% of the vehicles' fuel needs, and requires agencies to reduce
their  overall  petroleum  consumption by at least 20% over the next five years.
Further,  it is also the goal of the United States Department of Energy that 20%
of petroleum based motor fuel is replaced by alternative fuels by the year 2010.

                                       10
On  February  12,  2002,  the Company received notification that its appli-
cation had been approved for the 2002 USDA Bio-Energy Subsidy Program (CCC-850).
Under  the  subsidy,  the  Company will be reimbursed quarterly for purchases of
bio-based  feedstock used in the production of biodiesel. All biodiesel produced
from soy oil by the Company for fiscal year 2002, up to a maximum amount of $7.5
million,  will  be  eligible  under  the Bio-Energy subsidy program. The subsidy
includes  biodiesel  produced from the Coachella Plant, as well as any soy-based
biodiesel produced at Agua Mansa and other planned facilities. This subsidy will
help  the  Company  be  more cost competitive against other alternative fuels in
addition  to  petroleum-based  diesel.

COMPETITION

     In  addition  to other producers of biodiesel, most of which utilize virgin
soy  oil as their basic feedstock, there are other companies that market, supply
and/or  provide biodiesel to consumers, but that are not producers.  The largest
marketer and supplier that will compete directly with the Agua Mansa facility is
World  Energy,  Inc.  In  addition, certain distributors of diesel fuel purchase
biodiesel  directly  from  producers  and  are  considered  competitors  in  the
alternative  biofuels  market.

     Competition  to  the biodiesel market, as a whole, comes primarily from the
compressed  natural  gas industry.  Due to strong lobbying efforts over the past
few  years,  compressed natural gas as an alternative fuel has made inroads into
the  metro  and  school  bus  transportation market, as well as the waste hauler
segment.  However,  conversion  of  diesel  engines  to  accommodate  compressed
natural  gas  is  costly,  as  is  the  necessary  infrastructure to accommodate
compressed  natural  gas.  The  Company  believes that because converting diesel
engines  to  use  biodiesel  does  not  require  any mechanical modifications or
special  infrastructure,  biodiesel has an advantage over compressed natural gas
as  an  alternative  fuel.

     In  addition,  the biodiesel faces competition from other alternative fuels
such  as  ethanol, though these fuels do not compete aggressively in the western
United  States.  There  are  no large-scale ethanol production facilities in the
western  eleven  states, and the cost of trucking the fuel from existing eastern
production  facilities  is  presently  deemed  cost  prohibitive.

GOVERNMENT  REGULATION

     Management  believes that tightening clean air standards and growing fossil
fuel  costs  are  forcing municipal and private commercial fleets to look toward
alternative  fuel  products.  Major  biodiesel  initiatives  have been passed at
state  and  federal  levels  across  the  United  States.  The Energy Policy Act
(EPAct)  was  passed  in  1992 to accelerate the use of alternative fuels in the
transportation sector.  In this Act the government recognized fuels derived from
biological  materials  as alternative fuels.  Prior to the EPAct, the Clean Fuel
Fleet Program was included as part of the Clean Air Act Amendments (1990).  This
program  specifically  describes  clean  fuels  to  include  alternative  fuels.
Executive  Order  13149 directs federal agency fleets to use alternative fuel to
meet  at  least 51% of the vehicles' fuel needs, and requires agencies to reduce
their  overall  petroleum  consumption by at least 20% over the next five years.

     Initial  focus by the government to mandate or provide incentives to reduce
emissions  and dependence on foreign oils became evident with the passage of the
Environmental  Protection  Act  ("EPAct")  in  1992.  This Bill requires Federal
agencies  to  buy  vehicles  that  run  on  alternative  fuels  to  reduce their
dependence  on  fuel supplies produced  overseas.  Federal  agencies  considered
to have qualifying fleets  were  required  to  have  specific  alternative  fuel
purchases.  This  Act  was the first genuine effort to boost the use of domestic
replacement  (alternative) fuels.  The Department of Energy was charged with the
responsibility  to  develop  and  oversee  a  plan  to  replace  10% of U.S. gas
consumption  with  alternative  fuels by the year 2000 and 30% by the year 2010.

                                       11
There  has been considerable effort on the part of Federal, State and local
governments  to  continue  to  press for legislative action to clean up our air,
particularly  in  non-attainment  areas  represented  by  big  cities  and heavy
traffic.  Bills  which  have been passed include incentives for EPA credits, and
preferential  bidding  for  governmental  jobs  is  awarded  to  companies using
alternative  fuels  which  are  kinder to our environment.  Nationally, the Bush
Administration  has  just  recently  proposed  a National Energy Policy aimed at
using  cleaner,  alternative  fuels.  Within  the  past  few  years  the EPA has
recognized  biodiesel as an approved alternative fuel, providing at least 20% is
included  in  any  blending  with  standard  #2  diesel.

     In  Congress,  Senate  Bill  1058,  referred  to as the Energy Tax Bill and
sponsored  by the Senate Finance Committee, has been designed to insure that tax
provisions  are  includable for biodiesel.  Similarly, Senate Bill 1066 has been
promoted  with  the  premise  that "every fuel must have a renewable component,"
indicating that the government is encouraging the use or blending of alternative
fuels produced from plant or vegetable stock compared to fossil or petrochemical
fuels.

     The  California Air Resources Board ("CARB") is charged with regulating the
emissions  emitted from mobile sources of transportation throughout the State of
California,  and has been seriously lobbied to consider biodiesel as an approved
alternative fuel to promote air quality.  The South Coast Air Quality Management
District ("AQMD") is considered to be leading the nation as far as stringent air
quality  standards are concerned, and is the agency regulating emissions derived
from  stationary  sources  of  power generation in specified regions of Southern
California.  The  AQMD  issued a permit to Southern States Power Company in 2001
to run three 2-megawatt gensets as backup, standby power generators to be run on
100%  biodiesel.  It  is believed that this is the first of such kind of permits
granted  to  any  entity  for  such  purpose.

     Arizona  has  previously  passed laws encouraging the use of biodiesel, and
recognizing  this  biofuel  as  an alternative fuel together with other types of
alternative  fuels.  Nevada, and other states, are also recognizing the value of
biodiesel  as  a  clean  alternative  fuel  and  are  considering  incentives to
encourage  consumers  to  use  this  fuel.  The National government, through the
USDA,  and  as  a  means to promote agricultural products, has recently passed a
farm  bill, which authorized a valuable subsidy for those producers of biodiesel
who  use  soy  oil  and  other  specified  oils  as  the  base  feedstock in the
manufacture  of  biodiesel (CCC 850).  The Company was notified in February 2002
that it has received approval to receive the subsidy under this special program,
which  will  contribute  substantially  to  reduce  the  costs of producing this
alternative  fuel,  thereby  reducing  the  costs  charged  to  the  consumers.

     The  Company's  cost  for  compliance  with  government  regulations  is
negligible.

EMPLOYEES

     As  of  April 30, 2002, the Company employed a total of five people, one of
which  was  in  sales and the rest were in general and administrative positions.

     The  Company  may  require  additional  employees  in  the areas of admini-
stration,  production,  sales  and  marketing  in  the  future. There is intense
competition  for  capable,  experienced  personnel and there is no assurance the
Company  will  be  able  to  obtain  new  qualified  employees  when  required.

     The  Company  believes  its  relations  with  its  employees  are  good.

                                       12
INSURANCE

     The  Company  does  not  presently  have  a  commercial  general  liability
insurance  policy.  The  Company  is  named as an additional insured under IWP's
general  liability  policy  that includes product liability up to $3,000,000, to
protect  the Company's assets against claims by users of its products.  Although
there  have been no successful claims against the Company, there is no assurance
that the Company's coverage under IWP's policy will provide adequate coverage in
the  case of a successful claim against the Company, in which case the Company's
assets  would  be  at  risk  in  the  event  of  successful  claims  against it.
Successful  claims in excess of the amount of insurance then in force could have
a  serious  adverse effect upon the Company's financial condition and its future
viability.  At  such  time  when the Company resumes production of biodiesel, it
will  again  seek  to  obtain general liability and product liability insurance.

     The  Company  maintains  auto insurance coverage and workman's compensation
coverage  in  amounts  deemed  adequate.

     The  Company  does  not carry director and officer liability insurance, but
does  have  indemnification agreements covering its officers and directors.  The
Company  is  in  the process of obtaining surety bonds covering its officers and
directors.

PROPERTIES

     The  Company  presently  leases  all  of  its office facilities on a month-
to-month  basis.  The Company leases approximately 800 square feet in Riverside,
California  for  $800  per  month,  which it uses as corporate headquarters. The
Company  also leases an executive suite in Phoenix, Arizona for $1,290 per month
for  use  as  a  sales  office.

     As  discussed  above,  the  Company  has  entered  into  escrow to purchase
approximately  7.73 acres in Riverside, California where it intends to construct
a  biodiesel  manufacturing  facility.  The total purchase price for the land is
$673,000  and  is  scheduled  to  close  escrow  in  September  2002.

     As  discussed  above,  on  February  6,  2002,  the Company entered into an
agreement  with  Kinder  Morgan  Energy  Partners,  LP  &  Cardlock, LLC for the
acquisition  of  equipment and assets relating to a cardlock facility located in
Phoenix,  Arizona.  The  purchase  price  is  $395,000.  Under  the terms of the
agreement, the acquisition was expected to be consummated on March 31, 2002, but
has  been extended through August 9, 2002.  Upon completion of the purchase, the
Company  will  be required to enter into a Sublease Agreement with Kinder Morgan
and  Cardlock.  The  Sublease  Agreement  pertains  to the property on which the
equipment  and  assets  are  located.  The term of the Sublease Agreement is 142
months  and  will  expire  on  December  31,  2013.

     The  Company  considers  its  existing  facilities  to  be adequate for its
foreseeable  needs  and  well  maintained.

LEGAL  PROCEEDINGS

     Actions pending during the fiscal year 2001 which included the Company as a
defendant  have  all  been  dismissed  under  negotiated  settlements  with  the
Plaintiffs.  In the matter of Nichols vs. B.A.T. International, et al., Case No.
GIC  739485,  filed  in the Superior Court, County of San Diego in October 1999,
the  settlement  and  mutual  release,  which  was  executed on August 15, 2000,
resulted  in  a  dismissal  of  the  case  as  to  all  parties involved in this
Employment  Agreement  litigation.  There  was  no monetary consideration to any
party  as  a  result  of  the  settlement.

     The  matter  of  Alvis vs. B.A.T. International, et al., Case No. 99AS06972
filed  in  the  Sacramento  Superior  Court  in December 1999 was also dismissed
through  a  negotiated  settlement  which  was  executed  on September 14, 2000.
Plaintiff agreed to return 480,000 shares of common stock to the Company as part
of  the consideration of the settlement.  The settlement also included return of
45,000 shares of common stock from Gene Bunnell, which were returned to Treasury
and  subsequently  cancelled.

                                       13
There  was  no  litigation  threatened  or  pending  as  of April 30, 2002.

     All matters involving pending or prospective litigation have been dismissed
or  resolved.

                                       14
RISK FACTORS

     We  are  subject  to  various  risks that may materially harm our business,
financial  condition  and  results of operations.  You should carefully consider
the  risks  and  uncertainties described below and the other information in this
filing  before  deciding to purchase our common stock.  If any of these risks or
uncertainties  actually  occur,  our  business, financial condition or operating
results  could  be  materially  harmed.  In  that case, the trading price of our
common  stock  could  decline and you could lose all or part of your investment.

                          RISKS RELATED TO OUR BUSINESS

WE  HAVE  HISTORICALLY  LOST  MONEY  AND  LOSSES  MAY  CONTINUE  IN  THE  FUTURE

     We  have  historically  lost  money.  In  the year ended April 30, 2002, we
sustained  losses from operations of $3.55 million.  Future losses are likely to
occur.  Accordingly,  we  may  experience  significant  liquidity  and cash flow
problems  if  we  are  not  able  to  raise  additional capital as needed and on
acceptable  terms.  No  assurances  can  be  given that we will be successful in
reaching  or  maintaining  profitable  operations.

WE  WILL  NEED  TO  RAISE  ADDITIONAL  CAPITAL  TO  FINANCE  OPERATIONS

     Our  operations  have  relied almost entirely on external financing to fund
our  operations.  Such  financing  has  historically  come from a combination of
borrowings  from  and  sale  of common stock and convertible debentures to third
parties.  We  will  need  to  raise  additional  capital to fund our anticipated
operating expenses and future expansion.  Among other things, external financing
will  be  required  to  cover  our  operating  costs.  We cannot assure you that
financing  whether from external sources or related parties will be available if
needed or on favorable terms.  The sale of our common stock to raise capital may
cause  dilution  to our existing shareholders.  Our inability to obtain adequate
financing  will result in the need to curtail business operations.  Any of these
events  would  be  materially  harmful to our business and may result in a lower
stock  price.

THERE  IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN DUE
TO  RECURRING  LOSSES AND WORKING CAPITAL SHORTAGES, WHICH MEANS THAT WE MAY NOT
BE  ABLE  TO  CONTINUE  OPERATIONS  UNLESS  WE  OBTAIN  ADDITIONAL  FUNDING

     The  report  of our independent accountants on our April 30, 2002 financial
statements included an  explanatory  paragraph  indicating  that  there  is sub-
stantial doubt about our ability to continue as a going concern due to recurring
losses and working capital shortages. Our ability to continue as a going concern
will  be  determined  by our ability to obtain additional funding. Our financial
statements  do not include any adjustments that might result from the outcome of
this  uncertainty.

OUR  COMMON  STOCK  MAY  BE AFFECTED BY LIMITED TRADING VOLUME AND MAY FLUCTUATE
SIGNIFICANTLY

     Prior  to  this  offering,  there  has been a limited public market for our
common stock and there can be no assurance that an  active  trading  market  for
our  common  stock  will  develop.  As a result, this could adversely affect our
shareholders'  ability  to  sell  our  common  stock  in  short time periods, or
possibly  at  all. Our common stock has experienced, and is likely to experience
in  the  future, significant price and volume fluctuations which could adversely
affect  the  market  price  of  our common stock without regard to our operating
performance. In addition, we believe that factors such as quarterly fluctuations
in  our financial results and changes in the overall economy or the condition of
the  financial  markets  could  cause the price of our common stock to fluctuate
substantially.

                                       15
OUR COMMON STOCK IS DEEMED TO BE "PENNY STOCK," WHICH MAY MAKE IT MORE DIFFICULT
FOR  INVESTORS  TO  RESELL  THEIR  SHARES  DUE  TO  SUITABILITY  REQUIREMENTS

     Our  common  stock is deemed to be "penny stock" as that term is defined in
Rule  3a51-1 promulgated under the Securities Exchange Act of 1934. Penny stocks
are  stock:

-     with  a  price  of  less  than  $5.00  per  share;

-     that  are  not  traded  on  a  "recognized"  national  exchange;

-     whose  prices  are  not  quoted  on  the Nasdaq automated quotation system
      (Nasdaq listed  stock  must  still have a price of not less than $5.00 per
      share);  or

-     in  issuers with net tangible assets less than $2.0 million (if the issuer
      has been in continuous operation for at least three years) or $5.0 million
      (if in  continuous  operation  for less than three years), or with average
      revenues  of  less  than  $6.0  million  for  the  last  three  years.

     Broker-dealers  dealing  in  penny stocks are required to provide potential
investors  with  a  document  disclosing  the  risks of penny stocks.  Moreover,
broker-dealers  are required to determine whether an investment in a penny stock
is  a  suitable  investment  for a prospective investor.  These requirements may
reduce  the  potential  market  for  our  common stock by reducing the number of
potential  investors.  This  may  make  it  more  difficult for investors in our
common  stock  to  sell shares to third parties or to otherwise dispose of them.
This  could  cause  our  stock  price  to  decline.

WE  COULD  FAIL  TO  RETAIN  OR  ATTRACT  KEY  PERSONNEL

     Our  future success depends, in significant part, on the continued services
of  Harrison  A. McCoy, III.  We cannot assure you that  we  would  be  able  to
find an appropriate replacement for any  of  our  key  personnel.  Any  loss  or
interruption  of our key personnel's services could adversely affect our ability
to develop our business plan.  We have entered into an employment agreement with
Mr.  McCoy.  We do not presently maintain key-man life insurance policies on Mr.
McCoy.

DELAWARE  LAW  AND  OUR  CHARTER  MAY  INHIBIT  A  TAKEOVER  OF OUR COMPANY THAT
STOCKHOLDERS  MAY  CONSIDER  FAVORABLE

     Provisions  of  Delaware law, such as its business combination statute, may
have  the effect of delaying, deferring or preventing a change in control of our
company.  As  a  result,  these  provisions could limit the price some investors
might  be  willing  to  pay  in  the  future  for  shares  of  our common stock.

OUR  OFFICERS  AND  DIRECTORS HAVE THE ABILITY TO EXERCISE SIGNIFICANT INFLUENCE
OVER  MATTERS  SUBMITTED FOR STOCKHOLDER APPROVAL AND THEIR INTERESTS MAY DIFFER
FROM  OTHER  STOCKHOLDERS

     Our  executive  officers and directors, in the aggregate, own approximately
13%  of  our  common  stock.  Accordingly, our directors and executive officers,
whether acting alone or together, will have significant influence in determining
the  outcome  of  any  corporate  transaction  or  other matter submitted to our
stockholders  for  approval, including mergers, acquisitions, consolidations and
the  sale  of  all  or  substantially  all  of our assets, and also the power to
prevent  or  cause a change in control.  The interests of these stockholders may
differ  from  the  interests  of  the  other  stockholders.

                                       16
RISKS RELATED TO OUR OPERATION AS A
                          BUSINESS DEVELOPMENT COMPANY

WE  MAY  CHANGE  OUR  INVESTMENT  POLICIES  WITHOUT FURTHER SHAREHOLDER APPROVAL

     Although  we are limited by the Investment Company Act of 1940 with respect
to  the  percentage  of our assets that must be invested in qualified investment
companies,  we  are  not  limited  with respect to the minimum standard that any
investment  company  must  meet,  nor  the  industries in which those investment
companies  must  operate.

OUR  INVESTMENTS  MAY  NOT  GENERATE  SUFFICIENT  INCOME TO COVER OUR OPERATIONS

     We  intend  to  make investments into qualified companies that will provide
the  greatest  overall  return  on  our  investment.  However,  certain of those
investments  may  fail,  in  which  case  we  will not receive any return on our
investment.  In addition, our investments may not generate income, either in the
immediate future, or at all.  As a result, we may have to sell additional stock,
or  borrow  money,  to  cover  our  operating  expenses.

                                       17
USE OF PROCEEDS

     We  will  not receive any of the proceeds from the sale of shares of common
stock  by  the  Selling  Shareholders.

                              SELLING SHAREHOLDERS

     The  Shares  of  SSPC  to  which  this Reoffer Prospectus relates are being
registered  for  reoffers  and resales by the Selling Shareholders, who acquired
the  Shares pursuant to a compensatory benefit plan with SSPC for consulting and
legal  services they provided to SSPC.  The Selling Shareholders may resell all,
a  portion,  or  none  of  such  Shares  from  time  to  time.

     The  table below sets forth with respect to the Selling Shareholders, based
upon information available to the Company as of September 5, 2002, the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number  and  percent  of outstanding Shares that will be owned after the sale of
the  registered  Shares  assuming  the  sale  of  all  of the registered Shares.
% OF SHARES
                             NUMBER OF      NUMBER OF SHARES                    OWNED BY
                             SHARES OWNED   REGISTERED BY     NUMBER OF SHARES  SHAREHOLDER
SELLING SHAREHOLDERS. . . .  BEFORE SALE    PROSPECTUS        OWNED AFTER SALE  AFTER SALE(1)
---------------------------  -------------  ----------------  ----------------  -------------
Jonathan Rosen. . . . . . .     3,200,000          3,200,000               -0-           -0-
Andrea T. Beyer . . . . . .       150,000            150,000               -0-           -0-
Shane Traveller . . . . . .     2,000,000          2,000,000               -0-           -0-
Anthony Miller. . . . . . .     1,983,333          1,000,000           983,333           1.1%
Harrison A. McCoy III . . .     5,083,333          1,000,000         4,083,333           4.7%
The Covenant Trust. . . . .   5,408,333(2)         2,000,000         3,408,333           3.9%
William Sheaffer. . . . . .     3,374,333          1,000,000         2,374,333           2.7%
Brian A. Lebrecht . . . . .       700,000            700,000               -0-           -0-
Monte Collins . . . . . . .        75,000             75,000               -0-           -0-
Dawn Sheppard . . . . . . .       100,000            100,000               -0-           -0-
James Upton . . . . . . . .       210,482            210,482               -0-           -0-
James Warner. . . . . . . .       200,000            200,000               -0-           -0-
Matt Kirby. . . . . . . . .       625,000            625,000               -0-           -0-
Jaque Yeager. . . . . . . .       830,728            830,728               -0-           -0-
Elke Hagen. . . . . . . . .        50,000             50,000               -0-           -0-
Safe Haven Products, LLC(3)       550,000            550,000               -0-           -0-
(1)     Based  on  86,521,345  shares  outstanding.
(2)     Mr.  Larry  Taggart is deemed the beneficial owner of the shares held by
        The Covenant Trust.  Mr. Taggart resigned as President and a Director of
        Southern  States  effective  as  of  September  1,  2001.
(3)     The beneficial owner of shares held by Safe Haven Products, LLC is James
        Warner.

..                                      18
PLAN OF DISTRIBUTION

     The  Selling  Shareholders  may sell the Shares for value from time to time
under  this  Reoffer  Prospectus  in  one  or  more  transactions  on the Nasdaq
Over-the-Counter  Bulletin Board, or other exchange, in a negotiated transaction
or  in a combination of such methods of sale, at market prices prevailing at the
time  of  sale,  at prices related to such prevailing market prices or at prices
otherwise  negotiated.  The Selling Shareholders may effect such transactions by
selling  the  Shares  to or through brokers-dealers, and such broker-dealers may
receive  compensation  in  the  form  of  underwriting discounts, concessions or
commissions  from  the  Selling Shareholders and/or the purchasers of the Shares
for  whom  such  broker-dealers may act as agent (which compensation may be less
than  or  in  excess  of  customary  commissions).

     The  Selling  Shareholders  and  any broker-dealers that participate in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of  Section  2(11) of the 1933 Act, and any commissions received by them and any
profit  on  the  resale of the Shares sold by them may be deemed be underwriting
discounts  and  commissions  under the 1933 Act.  All selling and other expenses
incurred  by the Selling Shareholders will be borne by the Selling Shareholders.

     In  addition to any Shares sold hereunder, the Selling Shareholders may, at
the  same  time, sell any shares of common stock, including the Shares, owned by
him or her in compliance with all of the requirements of Rule 144, regardless of
whether  such  shares  are  covered  by  this  Reoffer  Prospectus.

     There  is  no  assurance that the Selling Shareholders will sell all or any
portion  of  the  Shares  offered.

     The Company will pay all expenses in connection with this offering and will
not  receive  any proceeds from sales of any Shares by the Selling Shareholders.

              MANAGEMENT AND CERTAIN SECURITY HOLDERS OF THE ISSUER

     The  following  parties  are  officers, directors, or known holders of more
than  5%  of  the  issuer's  common  stock  as  of  August  16,  2002:
Common Stock           Percentage of
Name and Address(1) . .  Nature of Affiliation                 Ownership        Common Stock Ownership(2)
-----------------------  ----------------------------         --------------    -------------------------

Harrison A. McCoy, III.  CEO, President, and Director          5,083,333                  6.2%

William O. Sheaffer . .  VP Sales, Director                    3,374,333                  4.1%

Anthony K. Miller . . .  Director                              1,983,333                  2.4%

Lawrence W. Taggart . .  5% Holder                             7,589,833 (3)              9.2%
(1)     Unless  stated  otherwise, the address of each affiliate is c/o Southern
        States Power Company, Inc.,  4505  Allstate Drive, Suite 108, Riverside,
        California  92501.

(2)     Based  on 82,565,777 shares of common stock issued and outstanding as of
        August 16, 2002.  Shares of  common  stock  subject  to options that are
        currently  exercisable  or exercisable within 60 days of the date hereof
        are deemed  to be beneficially owned by the person holding such  options
        for the purpose of computing the percentage of ownership of such person,
        but are not  treated  as  outstanding  for  the purpose of computing the
        percentage ownership  of  any  other  person.

                                       19
(3)     Includes  5,408,333  shares  of  common stock held of record by Covenant
        Trust,  which  Mr.  Taggart  is  deemed  the  beneficial  owner.

     The  issuer  is  not aware of any person who owns of record, or is known to
own  beneficially,  five  percent  or  more of the outstanding securities of any
class  of the issuer, other than as set forth above.  The issuer is not aware of
any  person  who  controls  the  issuer  as  specified in section 2(a)(1) of the
Investment  Company  Act  of  1940.  The  Company  does  not  have an investment
advisor.

BACKGROUND  INFORMATION

     HARRISON  A.  MCCOY,  III  is  a  former  member  of the U.S. Army Corps of
Engineers.  After  serving  in  Vietnam,  Mr.  McCoy  obtained  a BS in Chemical
Engineering from Cal Poly  -  Pomona.  He also  holds  an  AS  degree  in Water/
Wastewater  Treatment  from San Bernardino Valley College. Mr. McCoy has enjoyed
an  extensive  career  in  the  environment/alternative  fuels/engineering/waste
management  fields. From 1988 until 1992, Mr. McCoy was Executive Vice President
of  BLI  International, a hazardous waste cleanup company. From 1992 until 1994,
he  was  Executive  Vice  President  of  Air  Duke  Australia,  a renewable fuel
development  company.  Most  recently,  Mr.  McCoy started and managed Bioenergy
Engineering  and  Technologies Corporation, a consulting company specializing in
developing  technology  and  site  plans  for  regional integrated liquid/solid,
urban/industrial  waste  treatment  management. Mr. McCoy joined Southern States
Power  Company  in  1999  and was appointed Chief Executive Officer in September
2001.

     WILLIAM  O.  SHEAFFER  joined Southern States as Director in 2000, where he
also  serves  as  Executive  Vice  President for Sales, Marketing and Government
Relations.  He  is  a  cum  laude  graduate  of  USC with an MBA from Pepperdine
University.  From  1996  until  1999,  Mr.  Sheaffer served as Vice-President of
Marketing  for  Mirachem,  Co. From 1999 until joining the Company, Mr. Sheaffer
was  Managing  Director  of  the  Safe-Lube  division  of  Gemtek  Products.

     ANTHONY K. MILLER the sole outside director of the Company.  He also serves
as  President  and  a  Director  of  United  States Crude International, Inc., a
publicly  traded  company  located in Loma Linda, California that specializes in
in  heavy  oil  recovery  through  the  use of new technologies.  Mr. Miller has
worked  for  United  States  Crude  International since 1996. He brings with him
considerable  experience  in  corporate  management, and knowledge regarding the
operations  and  requirements  imposed  on  publicly  trading  companies.

COMPENSATION  OF  DIRECTORS

     We  have  no  standard  arrangement,  pursuant  to  which our Directors are
compensated  or  services  provided as a Director.  Our sole outside Director is
paid  $250,  as  reimbursement  for travel and expenses, for each meeting of the
Board  of  Directors  that he attends.  No additional amounts are payable to our
Directors  for  special  assignments,  if  any.

     SUMMARY  COMPENSATION TABLE.  The following table sets forth the annual and
long-term compensation for services in all capacities for the fiscal years ended
April  30,  2002  and  2001  paid  to  Harrison A. McCoy, III, our current Chief
Executive  Officer.  No other executive officers received compensation exceeding
$100,000  during  the  fiscal  year  ended  April  30,  2002.

                                       20
SUMMARY COMPENSATION TABLE

                                 ANNUAL COMPENSATION  LONG TERM COMPENSATION
                                 -------------------
AWARDS
                                                                        -----------
                                                             OTHER       RESTRICTED   SECURITIES
                                                             ANNUAL        STOCK      UNDERLYING      ALL OTHER
NAME AND PRINCIPAL POSITION . .  YEAR   SALARY    BONUS   COMPENSATION     AWARD(S)    OPTIONS      COMPENSATION
-------------------------------  ----   -------   -----   ------------  -----------   ----------    ------------

Harrison A. McCoy, III. . . . .  2002   $97,000   $  --   $ 112,000 (2)      --        2,325,000         --
     Chief Executive Officer(1)  2001    90,000      --      13,500          --           --             --
_______________

(1)     Mr. McCoy became Chief Executive Officer of Southern States effective as
        of  September  1,  2001.
(2)     Amount  includes 1 million shares of preferred stock issued to Mr. McCoy
        as a director of the Company. Each preferred  share  is  entitled to ten
        votes on  all  shareholder  matters and is convertible into common stock
        on a 1:1 basis. Also includes  the value of vested options issued  below
        market price.  On August 1, 2002, the  preferred  shares were  converted
        into 1 million shares  of  common  stock.

     The following table sets forth certain information concerning the number of
individual  grants  of  stock  options made during the last completed during the
fiscal  year  ended  April  30,  2002  to  each of the named executive officers:
AGGREGATED OPTION GRANTS IN LAST FISCAL YEAR
NUMBER OF                % OF TOTAL OPTIONS
NAME                    SECURITIES UNDERLYING    GRANTED TO EMPLOYEES
                        OPTIONS GRANTED          IN FISCAL YEAR          EXERCISE PRICE    EXPIRATION DATE
----------------------  ---------------------    --------------------    --------------    ---------------
Harrison A. McCoy, III         325,000                 2.3%                  $0.001         April 1, 2004
                             2,000,000                14.3%                   $0.01        August 1, 2004
                        ---------------------    --------------------
Total. . . . . . . . .       2,325,000                16.6%
The  following  table  sets forth certain information concerning the number
and  value  of securities underlying exercisable and unexercisable stock options
as  of  the  fiscal year ended April 30, 2002 for named officers of the Company.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL
                             YEAR-END OPTION VALUES
NUMBER OF SECURITIES
                        NUMBER OF               UNDERLYING UNEXERCISED      VALUE OF UNEXERCISED
                        SHARES                  OPTIONS AT                  IN-THE-MONEY OPTIONS AT
                        ACQUIRED ON  VALUE      APRIL 30, 2002              APRIL 30, 2002
NAME                    EXERCISE     REALIZED   EXERCISABLE/UNEXERCISABLE   EXERCISABLE/UNEXERCISABLE(1)
----------------------  -----------  --------   -------------------------   -----------------------------
Harrison A. McCoy, III      325,000  $ 10,000   Exercisable       850,000   Exercisable       $119,000.00
                                                Unexercisable   1,650,000   Unexercisable     $231,000.00
(1)     The  value  of  unexercised  in-the-money  options at fiscal year end is
        calculated  using  the  last sale price of $0.14 per share as  of  April
        30, 2002, the last trading day of fiscal year 2001, as reported  on  the
        OTC  Bulletin  Board.

..                                      21
EMPLOYMENT  AGREEMENTS

     Employment  agreements  were  entered  into  between  Lawrence  W. Taggart,
Harrison  A.  McCoy,  III,  and William O. Sheaffer and the company on March 14,
2001 reflecting the fiscal salary shown in the table above for Mr. McCoy.  These
agreements  also reflect terms of three (3) years for each named officer, with a
severance  scale  equal  to  one-month  compensation  for each month employed or
working  for  the  Company,  up  to  a maximum of 24 months, for any involuntary
termination  without  cause.  On  August  1,  2002,  the Company and Mr. Taggart
agreed  to  terminate  his  employment  contract.

INDEMNIFICATION

     As  permitted by the provisions of the General Corporation Law of the State
of  Delaware  (the  "Delaware Code"), the Company has the power to indemnify any
                     -------------
person  who  was  or  is  a  party  or  is  threatened to be made a party to any
threatened,  pending  or  completed  action,  suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that the person
is  or  was  a  director,  officer, employee or agent of the corporation if such
officer  or  director acted in good faith and in a manner reasonably believed to
be  in  or not opposed to the best interest of Southern States.  Any such person
may be indemnified against expenses, including attorneys' fees, judgments, fines
and  settlements  in  defense  of  any action, suit or proceeding.  Further, the
Delaware Code permits a corporation to purchase and maintain liability insurance
on  behalf  of  its officers, directors, employees and agents.  The Company does
not  maintain  such  liability  insurance.

                                  LEGAL MATTERS

     The validity of the Common Stock offered hereby will be passed upon for the
Company  by  The  Lebrecht  Group,  A Professional Law Corporation, Rancho Santa
Margarita,  California.  Brian  A.  Lebrecht,  principal  of  The Lebrecht Group
currently  holds  700,000  shares of the Company's Common Stock being registered
for  resale  in  this  Reoffer  Prospectus.

                                     EXPERTS

     The  balance  sheets as of April 30, 2002 and the statements of operations,
shareholders'  equity  and cash flows for the two years ended April 30, 2002 and
2001 of Southern States Power Company, Inc., have been incorporated by reference
in  this  Registration  Statement  in  reliance  on  the  report  of  Stonefield
Josephson, Inc., independent accountants, given on the authority of that firm as
experts  in  accounting  and  auditing.

                                       22
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents  are  hereby  incorporated  by  reference in this
Registration  Statement:

(i)     The  Registrant's Annual Report dated July 22, 2002 on Form 10-KSB filed
with  the  Commission  on  August  14,  2002.

(ii)     The  Registrant's  Quarterly  Report  dated  September 16, 2002 on Form
10-QSB  filed  with  the  Commission  on  September  16,  2002.

(iii)     All  other  reports and documents previously and subsequently filed by
the Registrant before and after the date of this Registration Statement pursuant
to  Sections  13(a),  13(c), 14, or 15(d) of the Securities Exchange Act of 1934
and  prior  to the filing of a post-effective amendment which indicates that all
securities  offered  hereby  have  been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference and to be
a  part  hereof  from  the  date  of  the  filing  of  such  documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Certain  legal matters with respect to the Common Stock offered hereby will
be  passed  upon  for  the  Company  by The Lebrecht Group, APLC, counsel to the
Company.

     Mr.  Brian  A.  Lebrecht,  principal  of  The  Lebrecht Group, APLC, is the
beneficial  owner  of  700,000  shares  of  common  stock  of  the  Company.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     As  permitted by the provisions of the General Corporation Law of the State
of  Delaware  (the  "Delaware Code"), the Company has the power to indemnify any
                     -------------
person  who  was  or  is  a  party  or  is  threatened to be made a party to any
threatened,  pending  or  completed  action,  suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that the person
is  or  was  a  director,  officer, employee or agent of the corporation if such
officer  or  director acted in good faith and in a manner reasonably believed to
be  in  or not opposed to the best interest of Southern States.  Any such person
may be indemnified against expenses, including attorneys' fees, judgments, fines
and  settlements  in  defense  of  any action, suit or proceeding.  Further, the
Delaware Code permits a corporation to purchase and maintain liability insurance
on  behalf  of  its officers, directors, employees and agents.  The Company does
not  maintain  such  liability  insurance.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

     These  Shares  were  issued  for  advisory,  employment, and legal services
rendered.  These  sales  were  made  in  reliance  on  the  exemption  from  the
registration  requirements  of the Securities Act of 1933, as amended, contained
in Section 4(2) thereof, covering transactions not involving any public offering
or  not  involving  any  "offer"  or  "sale".

                                       23
ITEM  8.  EXHIBITS

3.1     Articles  of  Incorporation  of the Registrant, as amended (incorporated
        by  reference).

3.2     Bylaws  of  the  Registrant  (incorporated  by  reference).

5.1     Opinion  of  The  Lebrecht  Group,  APLC.

23.1    Consent  of  The  Lebrecht  Group, APLC (included in Exhibit 5.1).

23.2    Consent  of  Stonefield  Josephson,  Inc., Certified Public Accountants.

ITEM  9.  UNDERTAKINGS.

(a)     The  undersigned  Registrant  hereby  undertakes:

     (1)  To  file, during any period in which offers or sales are being made, a
post-effective  amendment  to  this  Registration  Statement:

          (i)  To  include  any  prospectus required by section 10(a) (3) of the
     Securities  Act  of  1933;

          (ii)  To  reflect  in the prospectus any facts or events arising after
     the  effective  date  of  the  registration  statement  (or the most recent
     post-effective  amendment thereof) which, individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration  statement;  and

          (iii)  To include any material information with respect to the plan of
     distribution  not previously disclosed in the registration statement or any
     material  change  to  such  information  in  the  registration   statement;
     provided, however, that paragraphs (a) (1)(i) and (a) (1) (ii) do not apply
     if  the registration statement is on Form S-3, Form S-8 or Form F-3 and the
     information  required to be included in a post-effective amendment by those
     paragraphs  is contained in periodic reports filed with or furnished to the
     Commission by the registrant pursuant to Section 13 or Section 15(d) of the
     Securities  Exchange  Act of 1934 that are incorporated by reference in the
     registration  statement.

     (2) That, for the purpose of determining any liability under the Securities
Act  of  1933,  each  such  post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial BONA
FIDE  offering  thereof.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)     The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
Registrant's  Annual  Report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
Registration  Statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial BONA FIDE offering thereof.

                                       24
(c)     Insofar  as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers  and  controlling  persons
of the  Registrant  pursuant  to  the  foregoing  provisions,  or otherwise, the
Registrant  has  been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and  is, therefore, unenforceable. In the event that a claim for indemnification
against  such  liabilities (other than the payment by the Registrant of expenses
incurred  or paid by a director, officer or controlling person of the Registrant
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 Registrant 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 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.

                                       25
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies  that  it  has  reasonable grounds to believe that is meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Riverside, State of California, on September 17,
2002.

                                         Southern States Power Company, Inc.

                                         /s/ Harrison A. McCoy, III
                                         ---------------------------------------
                                         By:   Harrison A. McCoy, III
                                         Its:   President and CEO

          Pursuant  to  the  requirements  of  the  Securities Act of 1933, this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  dates  indicated:

/s/ Harrison A. McCoy, III
-----------------------------------------
Harrison A. McCoy, III
President and Chief Executive Officer

/s/ William O. Sheaffer
-----------------------------------------
William O. Sheaffer
Director

/s/ Anthony Miller
-----------------------------------------
Anthony Miller
Director

                                       26