UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                        DATE OF REPORT: September 2, 2002


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


                                    DELAWARE
           (State or Other Jurisdiction of Registrant or Organization)


             333-3074                                  94-3350291
     (Commission File Number)              (I.R.S. Employer Identification No.)


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


                                (909) 367 - 2463
              (Registrant's Telephone Number, Including Area Code)


                                        1
<PAGE>

ITEM  1.     CHANGES  IN  CONTROL  OF  REGISTRANT

     None.

ITEM  2.     ACQUISITION  OR  DISPOSITION  OF  ASSETS.

     None.

ITEM  3.     BANKRUPTCY  OR  RECEIVERSHIP

     None.

ITEM  4.     CHANGES  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT

     On August 30, 2002, Stonefield Josephson, Inc., the independent accountants
previously  engaged  as  the  principal  accountants  to  audit  the  financial
statements  of  the  Company,  was  dismissed.

     On  August 30, 2002, the Company engaged McKennon, Wilson & Morgan, LLP, as
its  independent  certified  public accountants of the Company.  The decision to
change  accountants  was  approved  by  the  Board  of Directors of the Company.

     The  audit report of Stonefield Josephson, Inc., on the Company's financial
statements  as  of  April  30,  2002 and for each of the two years in the period
ended April 30, 2002 (the "Audit Period") did not contain any adverse opinion or
disclaimer  of opinion, nor were they qualified or modified as to audit scope or
accounting  principles,  except  the  reports  were  modified  to  include  an
explanatory  paragraph  wherein  they  expressed  substantial  doubt  about  the
Company's  ability to continue as a going concern.  During the Audit Period, and
during  the  period  up  to  appointing  McKennon,  Wilson  & Morgan, LLP as the
Company's  new  independent  accountants,  there  were  no  disagreements  with
Stonefield Josephson, Inc., on any matter of accounting principles or practices,
financial  statement  disclosure,  or  auditing  scope  or  procedure,  which
disagreements,  if  not  resolved to the satisfaction of the former accountants,
would  have  caused  it  to  make  reference  to  the  subject  matter  of  the
disagreements  in  connection  with  its  report.

     The Company has provided a copy of this disclosure to Stonefield Josephson,
Inc.,,  and  has requested that the former accountants furnish the Company  with
letters addressed to the Securities and Exchange Commission stating whether they
agree  with  the  statements  made  by  the Registrant, and, if not, stating the
respects  in which they do not agree.  As of the date of this filing, the former
accountants  have  not  responded  to  the  Company's  request.

                                        2
<PAGE>

     During  the  two most recent fiscal years, or any subsequent interim period
prior to engaging McKennon, Wilson & Morgan, LLP, neither the Company nor anyone
acting  on  the  Company's  behalf consulted with McKennon, Wilson & Morgan, LLP
regarding  (i)  the application of accounting principles to a specific completed
or  contemplated  transaction,  or  (ii) the type of audit opinion that might be
rendered  on  the  Company's  financial  statements where either written or oral
advice  was  provided  that was an important factor considered by the Company in
reaching  a  decision  as  to  the  accounting, auditing, or financial reporting
issue,  or  (iii)  any  matter  that  was the subject of a disagreement with the
Company's former accountant on any matter of accounting principles or practices,
financial  statement  disclosure,  or  auditing  scope  or  procedure,  which
disagreements,  if  not  resolved  to the satisfaction of the former accountant,
would  have  caused  it  to  make  reference  to  the  subject  matter  of  the
disagreements  in  connection  with  its  audit  report.

ITEM  5.     OTHER  EVENTS

     None.

ITEM  6.     RESIGNATION  AND  APPOINTMENT  OF  OFFICERS  AND  DIRECTORS

     None.

 ITEM  7.    FINANCIAL  STATEMENTS  AND  EXHIBITS.

     None.

ITEM  8.     CHANGE  IN  FISCAL  YEAR

     None.


                                        3
<PAGE>

                                   SIGNATURES

     Pursuant  to  the  requirements  of the Securities Exchange Act of 1934, as
amended,  this report has been signed below by the following person on behalf of
the  Registrant  and  in  the  capacities  and  on  the  dates  indicated.


By:  /s/ Harrison A. McCoy, III                  Dated: September 2, 2002
     --------------------------                         -----------------
     Harrison A. McCoy III, CEO,
     President  and  Director

                                        4
<PAGE>
[{"type": "8-K", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 5357}]
{"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": "8-K", "act": "34", "file-number": "814-00622", "film-number": "02763165"}, "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"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                        DATE OF REPORT: September 2, 2002

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

                                    DELAWARE
           (State or Other Jurisdiction of Registrant or Organization)

             333-3074                                  94-3350291
     (Commission File Number)              (I.R.S. Employer Identification No.)

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

                                (909) 367 - 2463
              (Registrant's Telephone Number, Including Area Code)

                                        1
ITEM  1.     CHANGES  IN  CONTROL  OF  REGISTRANT

     None.

ITEM  2.     ACQUISITION  OR  DISPOSITION  OF  ASSETS.

     None.

ITEM  3.     BANKRUPTCY  OR  RECEIVERSHIP

     None.

ITEM  4.     CHANGES  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT

     On August 30, 2002, Stonefield Josephson, Inc., the independent accountants
previously  engaged  as  the  principal  accountants  to  audit  the  financial
statements  of  the  Company,  was  dismissed.

     On  August 30, 2002, the Company engaged McKennon, Wilson & Morgan, LLP, as
its  independent  certified  public accountants of the Company.  The decision to
change  accountants  was  approved  by  the  Board  of Directors of the Company.

     The  audit report of Stonefield Josephson, Inc., on the Company's financial
statements  as  of  April  30,  2002 and for each of the two years in the period
ended April 30, 2002 (the "Audit Period") did not contain any adverse opinion or
disclaimer  of opinion, nor were they qualified or modified as to audit scope or
accounting  principles,  except  the  reports  were  modified  to  include  an
explanatory  paragraph  wherein  they  expressed  substantial  doubt  about  the
Company's  ability to continue as a going concern.  During the Audit Period, and
during  the  period  up  to  appointing  McKennon,  Wilson  & Morgan, LLP as the
Company's  new  independent  accountants,  there  were  no  disagreements  with
Stonefield Josephson, Inc., on any matter of accounting principles or practices,
financial  statement  disclosure,  or  auditing  scope  or  procedure,  which
disagreements,  if  not  resolved to the satisfaction of the former accountants,
would  have  caused  it  to  make  reference  to  the  subject  matter  of  the
disagreements  in  connection  with  its  report.

     The Company has provided a copy of this disclosure to Stonefield Josephson,
Inc.,,  and  has requested that the former accountants furnish the Company  with
letters addressed to the Securities and Exchange Commission stating whether they
agree  with  the  statements  made  by  the Registrant, and, if not, stating the
respects  in which they do not agree.  As of the date of this filing, the former
accountants  have  not  responded  to  the  Company's  request.

                                        2
During  the  two most recent fiscal years, or any subsequent interim period
prior to engaging McKennon, Wilson & Morgan, LLP, neither the Company nor anyone
acting  on  the  Company's  behalf consulted with McKennon, Wilson & Morgan, LLP
regarding  (i)  the application of accounting principles to a specific completed
or  contemplated  transaction,  or  (ii) the type of audit opinion that might be
rendered  on  the  Company's  financial  statements where either written or oral
advice  was  provided  that was an important factor considered by the Company in
reaching  a  decision  as  to  the  accounting, auditing, or financial reporting
issue,  or  (iii)  any  matter  that  was the subject of a disagreement with the
Company's former accountant on any matter of accounting principles or practices,
financial  statement  disclosure,  or  auditing  scope  or  procedure,  which
disagreements,  if  not  resolved  to the satisfaction of the former accountant,
would  have  caused  it  to  make  reference  to  the  subject  matter  of  the
disagreements  in  connection  with  its  audit  report.

ITEM  5.     OTHER  EVENTS

     None.

ITEM  6.     RESIGNATION  AND  APPOINTMENT  OF  OFFICERS  AND  DIRECTORS

     None.

 ITEM  7.    FINANCIAL  STATEMENTS  AND  EXHIBITS.

     None.

ITEM  8.     CHANGE  IN  FISCAL  YEAR

     None.

                                        3
SIGNATURES

     Pursuant  to  the  requirements  of the Securities Exchange Act of 1934, as
amended,  this report has been signed below by the following person on behalf of
the  Registrant  and  in  the  capacities  and  on  the  dates  indicated.

By:  /s/ Harrison A. McCoy, III                  Dated: September 2, 2002
     --------------------------                         -----------------
     Harrison A. McCoy III, CEO,
     President  and  Director

                                        4