<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

      [X] QUARTERLY REPORT PUSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                For the QUARTERLY PERIOD ended September 30, 2005

                                       OR

           [ ] TRANSITION REPORT PUSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

  FOR THE TRANSITION PERIOD FROM __________________ TO ________________________

                        Commission File Number: 000-29217

                             ACCESSPOINT CORPORATION
        ----------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)

               Nevada                                   95-4721385
----------------------------------------    ------------------------------------

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

    3030 S. VALLEY BLVD. SUITE 190
       LAS VEGAS, NEVADA, 89102                           89102
----------------------------------------    ------------------------------------

(Address of Principle Executive Offices)                (Zip Code)

                                  702 809 0206
          -------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

      Securities Registered Pursuant to Section 12(b) of the Exchange Act:

                                      None

      Securities Registered Pursuant to Section 12(g) of the Exchange Act:

                         Common Stock, $0.001 Par Value

The number of the Company's shares of Common Stock outstanding as of September
30, 2005 was 18,971,230.

Transitional Small Business Disclosure Format (check one):  Yes [   ]   No [ X ]



<PAGE>

                             Accesspoint Corporation
                          Form 10-QSB QUARTERLY Report
                FOR THE NINE MONTHS AND QUARTER ENDED SEPTEMBER 30, 2005
                                TABLE OF CONTENTS

Forward-Looking Statements

PART I

Item 1.  Financial Statements
Item 2.  Management's Discussion and Analysis or Plan of Operation
Item 3.  Controls and Procedures

PART II

Item 1.  Legal Proceedings
Item 2.  Changes in Securities
Item 3.  Defaults Upon Senior Securities
Item 4.  Submission of Matters to a Vote of Security Holders
Item 5.  Other Information
Item 6.  Exhibits and Reports on Form 8-K

Signatures


                                       2




<PAGE>

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This Form 10-QSB contains forward-looking statements about the business,
financial condition and prospects of the Company that reflect assumptions made
by management and management's beliefs based on information currently available
to it. We can give no assurance that the expectations indicated by such
forward-looking statements will be realized. If any of management's assumptions
should prove incorrect, or if any of the risks and uncertainties underlying such
expectations should materialize, the Company's actual results may differ
materially from those indicated by the forward-looking statements.

     The key factors that are not within the Company's control and that may have
a direct bearing on operating results include, but are not limited to, the
acceptance by customers of the Company's products and services, the Company's
ability to develop new products and services cost-effectively, the ability of
the Company to raise capital in the future, the development by competitors of
products or services using improved or alternative technology, the retention of
key employees and general economic conditions.

     There may be other risks and circumstances that management is unable to
predict. When used in this Form 10-QSB, words such as, "believes," "expects,"
"intends," "plans," "anticipates" "estimates" and similar expressions are
intended to identify forward-looking statements, although there may be certain
forward-looking statements not accompanied by such expressions. All
forward-looking statements are intended to be covered by the safe harbor created
by Section 21E of the Securities Exchange Act of 1934.

                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS

                             ACCESSPOINT CORPORATION
               (A DEVELOPMENT STAGE COMPANY AS OF APRIL 1, 2005)
                              FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005

                                TABLE OF CONTENTS

Balance Sheets                                                 4

Statements of Operations                                       5

Statements of Cash Flows                                       6

Notes to Financial Statements                                  7-9



                                       3



<PAGE>


                             ACCESSPOINT CORPORATION
                 (A DEVELOMENT STAGE COMPANY AS OF APRIL 1, 2005)
                                 BALANCE SHEETS
                                   (UNAUDITED)


                                     ASSETS
                                     ------

                                                   September 30,    December 31,
                                                       2005             2004
                                                   -------------   -------------

Current Assets
         Cash                                      $     21,677    $      6,277
         Accounts receivable, net of allowance
           for doubtful accounts of $0 at
           December 31, 2004                                 --         155,978
                                                   -------------   -------------

                  Total Current Assets                   21,677         162,255
                                                   -------------   -------------

Other Assets
         Note receivable - Merchant Billing
           Services                                     250,000              --
         Deposits                                            --         255,001
                                                   -------------   -------------

         Total Assets                              $    271,677    $    417,256
                                                   =============   =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
Current Liabilities
         Accounts payable                          $    714,543    $    581,047
         Accrued liabilities                            565,070         565,070
         Bentley lawsuit settlement                     480,000         480,000
         Merchant loss reserve                            2,778           2,778
         Capitalized leases                             516,574         500,074
         Notes payable                                  165,000         165,000
         Related party notes and payables               115,745         113,545
                                                   -------------   -------------

         Total Current Liabilities                    2,559,710       2,407,514
                                                   -------------   -------------

Stockholders' Equity

         Preferred Stock, $.001 par value,
         5,000,000 shares authorized, 543,600
         shares issued and outstanding at September 30,
         2005 and December 31, 2004, respectively           543             543

         Common stock, $.001 par value, 50,000,000
         shares authorized, 18,971,230 issued and
         outstanding at September 30, 2005 and December
         31, 2004, respectively                          18,971          18,971

         Additional paid in capital                  14,619,710      14,619,710
         Accumulated (deficit) from discontinued
           operations                               (16,706,405)    (16,629,482)
         Deficit accumulated during development
           stage                                       (220,852)             --
                                                   -------------   -------------

         Total Stockholders' (Deficit)               (2,288,033)     (1,990,258)
                                                   -------------   -------------

         Total liabilities and
         Stockholders' Equity                      $    271,677    $    417,256
                                                   =============   =============

                   Refer to notes to the financial statements


                                       4



<PAGE>
<TABLE>

                                                      ACCESSPOINT CORPORATION
                                           (A DEVELOPMENT STAGE COMPANY AS OF APRIL 1, 2005)
                                                      STATEMENT OF OPERATIONS
                                                           (UNAUDITED)

                                                                                                                    Cumulative
                                                                                                                     from April
                                              Nine months         Nine months     Three months     Three months     1, 2005 to
                                             ended September   ended September  ended September   ended September   September 30,
                                               30, 2005           30, 2004         30, 2005          30, 2004           2005
                                             -------------     -------------    -------------     -------------     -------------
<S>                                          <C>               <C>              <C>               <C>               <C>

  General and administrative expenses        $    227,172      $         --     $     64,999      $         --      $    227,172
                                             -------------     -------------    -------------     -------------     -------------

  Loss before income tax                         (227,172)               --          (64,999)               --          (227,172)

  Other (income) expenses
  Miscellaneous income (expense)                   (6,954)               --            7,836                --            (6,954)
  Interest expense                                    634                --              559                --               634
  Provision for income taxes                           --                --               --                --                --

                                             -------------     -------------    -------------     -------------     -------------
  Net loss from operations                       (220,852)               --          (73,394)               --          (220,852)
                                                                                                                    =============

  Income (loss) from discontinued
    operations                                    (76,923)          102,471               --          (244,845)
                                             -------------     -------------    -------------     -------------

  Net income (loss)                          $   (297,775)     $    102,471     $    (73,394)     $   (244,845)
                                             =============     =============    =============     =============

Net income (loss) per share                  $      (0.02)     $       0.01     $      (0.00)     $      (0.01)
                                             =============     =============    =============     =============

Weighted average number of shares              18,971,230         18,971,230      18,971,230        18,971,230
                                             =============     =============    =============     =============


                                             Refer to notes to the financial statements

                                                                 5



<PAGE>

                                            ACCESSPOINT CORPORATION
                                (A DEVELOPMENT STAGE COMPANY AS OF APRIL 1, 2005))
                                           STATEMENTS OF CASH FLOWS
                                                 (UNAUDITED)

                                                            Nine months     Nine months    Cumulative from
                                                          ended September ended September  April 1, 2005 to
                                                             30, 2005        30, 2004      September 30, 2005
                                                            ----------      ----------     ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income                                           $(297,775)      $ 102,471      $(220,852)
Deduct: (loss) income from discontinued operations            (76,923)        102,471             --
                                                             ---------      ---------      ----------
  Net loss                                                   (220,852)             --       (220,852)

Adjustments to reconcile net loss to net cash
used or provided by operating activities of
continuing operations:
  Decrease in receivables                                      68,126              --         68,126
  Decrease in notes receivable                                 (2,101)             --         (2,101)
  Decrease in deposits                                         57,726              --         57,726
  Increase in accounts payable and
    accrued expenses                                          128,766              --        128,766
                                                            ----------      ----------     ----------

Total adjustments                                             252,517              --        252,517
                                                            ----------      ----------     ----------

Net cash provided by continuing operations                     31,665              --         31,665

CASH FLOWS FROM FINANCING ACTIVITIES OF CONTINUING
OPERATIONS

  Repayment of loans to related parties                       (49,800)             --        (49,800)
                                                            ----------      ----------     ----------
Net cash used in financing activities of continuing
  operations                                                  (49,800)             --        (49,800)

Net cash provided by discontinued operations                   33,535         (28,393)            --

Net change in cash                                             15,400              --        (18,135)

Cash at the beginning of the period                             6,277          28,393         39,812
                                                            ----------      ----------     ----------

Cash at the end of the period                               $  21,677       $      --       $  21,677
                                                            ==========      ==========     ==========


                                  Refer to notes to the financial statements
</TABLE>
                                                      6




<PAGE>

                             ACCESSPOINT CORPORATION
                     NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
               FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

NOTE A - NATURE OF OPERATIONS
         --------------------

         Accesspoint Corporation (subsequently referred to as "Accesspoint", the
"Company" or "We") was incorporated as Accesspoint Corporation in Nevada in
1995.

         Until February 2005 the Company's business consisted of processing
electronic and credit card payments. In accordance with an agreement dated
January 1, 2005 that took effect as of February 28, 2005, the Company sold its
Merchant Portfolio, its remaining source of income, to Merchants Billing
Services, Inc. for $1,564,000, the amount owed to Merchants Billing Services,
Inc. and Ameropa, Inc.

         Mr. Barber is the principal owner of Merchants Billing Services, Inc.
and Ameropa, Inc. ("Ameropa"). Ameropa is a Bahamas corporation. Ameropa owned
two Bermuda corporations, Internet Online Services, Inc. ("IOS") and Network
Integrated Systems, Ltd. ("NIS"). Mr. Barber and two colleagues agreed to
provide funding to Accesspoint. Although IOS and Ameropa advanced funds from
time to time. The amount owed Merchants Billing Services, Inc. and Ameropa at
December 31, 2004 was $1,564,000. In addition, the Company loaned Merchant
Billing Services $250,000. The loan is non-interest bearing and due on demand.

         During the year 2004 additional books of business had been sold in
order to raise funds to pay off debt.

         Between December 31, 2004 and March 31, 2005 the Company effectively
"wound down" their mode of operations. The accompanying financials statements
reflect the Company's continuation as a Development Stage Company. Prior period
discontinued operations are presented as additional losses or income below
continued operations. The Board of Directors has begun the process of looking
for possible merger or acquisition opportunities.


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         ------------------------------------------

         Unaudited Interim Financial Information
         ---------------------------------------

         The accompanying financial statements have been prepared by Accesspoint
Corporation, ("Accesspoint", the "Company" or "We") pursuant to the rules and
regulations of the Securities and Exchange Commission (the "SEC") Form 10-QSB
and Item 310 of regulation S-B, and generally accepted accounting principles for
interim financial reporting. These financial statements are unaudited and, in
the opinion of management, include all adjustments (consisting of normal
recurring adjustments and accruals) necessary for a fair presentation of the
balance sheets, operations results, and cash flows for the periods presented.
Operating results for the nine months ended September 30, 2005 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2005, or any future period. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting policies have been omitted in accordance with
the rules and regulations of the SEC. These financial statements should be read
in conjunction with the audited financial statements and accompanying notes,
included in the Company's Annual Report for the year ended December 31, 2004.


NOTE C - GOING CONCERN
         -------------

         The accompanying financial statements, which have been prepared in
conformity with Accounting principles generally accepted in the United States of
America, contemplates the continuation of the Company as a going concern.

         The Company sold off and discontinued its business in February 2005 and
became a shell company as of April 1, 2005 with no operations and limited
financial and other resources. Such matters raise substantial doubt about the
Company's ability to continue as a going concern.

         Management's plans with respect to these conditions are to search for
operating opportunities through business combinations or mergers. In the
interim, the Company will require minimal overhead, and key administrative and
management functions will be provided by stockholders. Accordingly, the
accompanying financials statements have been presented under the assumption that
the Company will continue as a going concern.


                                       7



<PAGE>

NOTE D - LITIGATION AND CONTINGENCIES
         ----------------------------

         The Company is subject to various claims and legal proceedings covering
a wide range of matters that arise in the ordinary course of its business
activities. Listed below are only those matters considered to be material to the
Company by management and its counsel.

         CITICORP - During 2001 the Company vacated office facilities it had
         leased under an operating lease agreement in Chicago, Illinois. The
         lessor subsequently filed suit against the Company for the remaining
         amount of unpaid rent and other various expenses. A judgment was filed
         against the Company in the amount of $95,000. As of September 30, 2005
         the Company has accrued for the liability in full on its Balance Sheet.
         No payments have been made.

         BENTLEY PROMISSORY NOTES - Various family trusts related to James W.
         Bentley, a former Director of the Company, have filed three related
         actions seeking to collect in excess of $500,000 in promissory notes
         allegedly due. These cases have been consolidated with the case of
         Bentley v. Barber, et al (see below) and have been settled as of August
         30, 2004.


         CIT COMMUNICATIONS CO. ("CIT") - CIT, an equipment lessor, claims that
         we defaulted on an equipment lease. A request for entry of default was
         submitted on July 8, 2004. It is expected that a default judgment
         against the Company will be entered soon. The total amount of any
         potential judgment for the value of the equipment has been accrued.


         GLOBAL ATTORNEYS NETWORK CO. - This is an action filed on behalf of an
         equipment lessor on a defaulted lease. In April 2003 the matter was
         settled for $16,900. This amount has been accrued. No payments have
         been made.

         FOSTER TEPPER - This is an action recently brought by a former attorney
         for the Company for approximately $63,000 in legal fees, which are
         allegedly due and payable. The Company has accrued $37,000 for this
         matter.

         ACCESS HOLDINGS LIMITED PARTNERSHIP - This is a lawsuit brought on
         behalf of two holders of Company stock who claim the Company has
         violated a prior settlement agreement and that they are therefore
         entitled to the return of approximately 4.1 million shares of Company
         stock, which they had previously surrendered to the Company per that
         agreement. This case has been consolidated with the case of Bentley v.
         Barber, et al (see below) and was settled on August 30, 2004.

                                       8



<PAGE>

         BENTLEY V. WILLIAM R. BARBER, ET AL. - On March 22, 2002, James Bentley
("Plaintiff"), a shareholder of the Company, filed a shareholder derivative
lawsuit against the Company and several individual defendants. The parties have
settled this lawsuit as of August 30, 2004. The settlement amount reached is for
$750,000, discountable to $500,000 if the Company pays Bentleys in strict
accordance to the following schedule: $5,000 monthly, beginning August 30, 2004
thru November 30, 2005 with a balloon payment of $480,000 due on December 30,
2005. The terms of the settlement include the dismissal of all lawsuits related
to the Bentleys, recognition of the $500,000 in promissory notes payable to
Bentleys previously converted in the June 26, 2002 settlement agreement
(included in the $750,000 settlement amount), and in consideration for the
forgiveness of the NIS line of credit due to Ameropa, the Bentleys agree to
release any and all security, restrictions and limitations on their stock and
cause the issuance of 52% of the Company's stock to Barber or his designate. The
Company made the first four payments through November 2004, but is now in
default.

         ROYCAP - As of September 30, 2003 the Company was in default on its
loan agreement with Roycap for repayment of a $450,000 loan, plus accrued
interest, which was due on October 16, 2001. In June 2002, Roycap filed a formal
suit on its claim. In the second quarter of 2002, the Company entered into a
settlement agreement wherein it stipulated to entry of a $730,000 judgment.
Subsequently, in March 2004, Roycap agreed to accept a lump sum payment of
$250,000 and a promissory note for $50,000, payable in installments of $2,000
per month. The lump sum was paid, but the note is in default.

         MOCERI LEASING CO. - this is an action by an equipment lessor on a
defaulted lease. In August 2003, the Company entered into a structured
settlement agreement for a total payout of $30,000 payable in 20 installments
through April of 2005. The Company is no longer current on these payments.

         BAS MULDER - This is a lawsuit filed by the former owner and employee
of Black Sun Graphics, Inc. ("BSG"), claiming damages in excess of $430,000
related to the purchase of BSG by the Company. During 2003, the Company entered
into a structured settlement agreement calling for the payments totaling $45,000
payable over 20 months and was making payments until October 2004. The amount
owed as of September 30, 2005 is included in accrued liabilities.

         AMERICAN CAPITAL GROUP - This is an action by an equipment lessor on a
defaulted lease. A judgment was filed against the Company on December 28, 2004
in the amount of $73,578, which is included in accrued liabilities at September
30, 2005. No payments have been made.

  The company has ceased accruing interest expense on its litigation
settlements since there is significant doubt as to whether the Company will ever


NOTE E - RELATED PARTY TRANSACTIONS
         --------------------------

         The Company have in the past entered into a number of relationships
that fit the definition provided by Statement of Financial Accounting Standards
No. 57, "Related Party Disclosures". An entity that can control or significantly
influence the management or operating policies of another entity to the extent
one of the entities may be prevented from pursuing its own interests.

         However as of September 30, 2005, there were no related party
relationships existing between the Company, its shareholders, officers and
directors except for loans from related party shareholders and a receivable of
$250,000 due to Accesspoint from Merchants Billing Services, as part of the
merchant portfolio sale transaction.


NOTE F - CAPITAL STOCK
         -------------

         The Board of Directors approved an increase in the number of authorized
shares of the Company's $0.001 par value common stock from 25,000,000 shares to
50,000,000 shares.

                                       9



<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

         The following discussion and analysis should be read in conjunction
with the financial statements and related notes contained elsewhere in this
document. The discussion contained herein relates to the financial statements,
which have been prepared in accordance with GAAP.

THE DISCUSSION IN THIS SECTION AND OTHER PARTS OF THIS REGISTRATION STATEMENT
CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS SUCH AS STATEMENTS OF THE COMPANY'S
PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS. THESE STATEMENTS INVOLVE RISKS
AND UNCERTAINTIES. THEY ARE MADE AS OF THE DATE OF THIS REPORT, AND THE COMPANY
ASSUMES NO OBLIGATION TO UPDATE THEM.

RESULTS OF OPERATIONS
---------------------

         Between December 31, 2004 and March 31, 2005 the Company effectively
"wound down" their mode of operations. The accompanying financials statements
reflect the Company's continuation as a Development Stage Company. Prior period
discontinued operations are presented as additional losses or income below
continued operations.

         The Board of Directors working on the reduction of the $2,559,000 of
Debt. As soon as the debt can be reduced the Directors will begin the process of
looking for possible merger or acquisition opportunities,

         In accordance with an agreement dated January 1, 2005 and amended
February 28, 2005 the Company sold its Merchant Portfolio, its only remaining
source of income, to Merchants Billing Services, Inc. for approximately
$1,500,000, which was the amount owed to Merchants Billing Services, Inc. and
Ameropa, Inc.




RESULTS OF OPERATIONS

         Since the Company became a development stage company at April 1, 2005
there were no revenues from continuing operations.

         The Company will continue to have expenses in connection with the
disposition of liabilities and its efforts to acquire a new business.

         Our expenses for initial six months of being a development stage
company were as follows:


        Rent                                                    $       116,000
        Auditing and accounting                                          35,000
        Receivables and deposits written off                             61,000
        Other                                                             9,000
                                                                ----------------

        Total expenses                                          $      227,000
                                                                ================

         The Company had a lease on office space that it has not been able to
cancel. It has accrued approximately $286,000 as lease payable at September 30,
2005. The lease has been cancelled as of September 30, 2005.

         The Company continues to incur auditing and legal fees in connection
with required filings and the settlement of law suits against the Company. A
small amount of residuals continue to be collected. These residuals should not
continue for very long. The Company wrote off expired deposits and receivables
determined un-collectible.

LIQUIDITY AND CAPITAL RESOURCES
--------------------------------

         The Company had cash of $21,677 at September 30, 2005, as compared to
cash of $6,277 at December 31, 2004.

         The Company had negative working capital at September 30, 2005. The
Company will be entirely dependent upon its limited available financial
resources to implement its business objectives. The Company cannot ascertain
with any degree of certainty the capital requirements for the execution of its
business plan.



                                       10



<PAGE>


ITEM 3. CONTROLS AND PROCEDURES.

         Our President and Treasurer/Chief Financial Officer (the "Certifying
Officer") is responsible for establishing and maintaining disclosure controls
and procedures and internal controls and procedures for financial reporting for
the Company. The Certifying Officer has designed such disclosure controls and
procedures and internal controls and procedures for financial reporting to
ensure that material information is made known to him, particularly during the
period in which this report was prepared. The Certifying Officer has evaluated
the effectiveness of the Company's disclosure controls and procedures and
internal controls and procedures for financial reporting as of June 30, 2004
and believes that the Company's disclosure controls and procedures and internal
controls and procedures for financial reporting are effective based on the
required evaluation. There have been no significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.



                                     PART II
                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS-

         The Company is subject to various claims and legal proceedings covering
         a wide range of matters that arise in the ordinary course of its
         business activities. Listed below are only those matters considered to
         be material to the Company by management and its counsel.

         CITICORP - During 2001 the Company vacated office facilities it had
         leased under an operating lease agreement in Chicago, Illinois. The
         lessor subsequently filed suit against the Company for the remaining
         amount of unpaid rent and other various expenses. A judgment was filed
         against the Company in the amount of $95,000. As of September 30, 2005
         the Company has accrued for the liability in full on its Balance Sheet.
         No payments have been made.

         BENTLEY PROMISSORY NOTES - Various family trusts related to James W.
         Bentley, a former Director of the Company, have filed three related
         actions seeking to collect in excess of $500,000 in promissory notes
         allegedly due. These cases have been consolidated with the case of
         Bentley v. Barber, et al (see below) and have been settled as of August
         30, 2004.

         MERCHANTSWAREHOUSE.COM - This is a claim against PSI for breach of an
         independent sales agent agreement. The claim is disputed. The matter
         was submitted to arbitration and was heard by the arbitrator. The
         arbitrator made an interim award of $296,720 and denied the Company's
         counterclaim. The Company is directed to pay the agent residuals
         according to the terms of the Company's agreement with the agent. The
         Company has made all payments to the agent since the date of the award.
         On November 7, 2003, Merchantswarehouse.com obtained a judgment
         consistent with the arbitrator's award. The Company is presently
         assessing the advisability of an appeal. The amount of the award has
         been accrued.

         CIT COMMUNICATIONS CO. ("CIT") - CIT, an equipment lessor, claims that
         we defaulted on an equipment lease. A request for entry of default was
         submitted on 7/8/04. It is expected that a default judgment against the
         Company will be entered soon. The total amount of any potential
         judgment for the value of the equipment has been accrued.

         FOLEY HOAG - This is a claim against PSI by a Boston law firm which
         worked on the MerchantWarehouse.com case for fees it says remain
         unpaid. The firm is seeking $48,000 in principal, plus interest, fees
         and costs. The firm has advised the Company that it has filed suit in
         Massachusetts, but the Company has yet to be served.

         GLOBAL ATTORNEYS NETWORK CO. - This is an action filed on behalf of an
         equipment lessor on a defaulted lease. In April 2003 the matter was
         settled for $16,900. This amount has been accrued. No payments have
         been made.

                                       11



<PAGE>

         FOSTER TEPPER - This is an action recently brought by a former attorney
         for the Company for approximately $63,000 in legal fees, which are
         allegedly due and payable. The Company has accrued $37,000 for this
         matter.

         ACCESS HOLDINGS LIMITED PARTNERSHIP - This is a lawsuit brought on
         behalf of two holders of Company stock who claim the Company has
         violated a prior settlement agreement and that they are therefore
         entitled to the return of approximately 4.1 million shares of Company
         stock, which they had previously surrendered to the Company per that
         agreement. This case has been consolidated with the case of Bentley v.
         Barber, et al (see below) and was settled on August 30, 2004.

         BENTLEY V. WILLIAM R. BARBER, ET AL. - On March 22, 2002, James Bentley
         ("Plaintiff"), a shareholder of the Company, filed a shareholder
         derivative lawsuit against the Company and several individual
         defendants. The parties have settled this lawsuit as of August 30,
         2004. The settlement amount reached is for $750,000, discountable to
         $500,000 if the Company pays Bentleys in strict accordance to the
         following schedule: $5,000 monthly, beginning August 30, 2004 thru
         November 30, 2005 with a balloon payment of $420,000 due on December
         30, 2005. The terms of the settlement include the dismissal of all
         lawsuits related to the Bentleys, recognition of the $500,000 in
         promissory notes payable to Bentleys previously converted in the June
         26, 2002 settlement agreement (included in the $750,000 settlement
         amount), and in consideration for the forgiveness of the NIS line of
         credit due to Ameropa, the Bentleys agree to release any and all
         security, restrictions and limitations on their stock and cause the
         issuance of 52% of the Company's stock to Barber or his designate. The
         Company made the first four payments through November 2004, but is now
         in default.



ITEM 2.           CHANGES IN SECURITIES

     None.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

     None.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the quarter ended September 30,
2005.

ITEM 5.           OTHER INFORMATION

     None.

                                       12



<PAGE>

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

     a.  Exhibits

     The following Exhibits are incorporated herein by reference or are filed
with this report as indicated below.

     Exhibit No.     Description
     ----------------------------------


    Exhibit 31       CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                                    AND CHIEF FINANCIAL OFFICER PURSUANT
                                    TO SECTION 302 OF THE SARBANES-OXLEY ACT

    Exhibit 32       CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                                    AND CHIEF FINANCIAL OFFICER PURSUANT TO
                                    SECTION 906 OF THE SARBANES-OXLEY ACT

     b. Reports on Form 8-K.

     August 16, 2005 8-K Item 8.01 Other events. Resignation of director and
appointment of two new directors

                                       13



<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Dated: November 9, 2005                     ACCESSPOINT CORPORATION

                                            By  /S/ WILLIAM D. LINDBERG
                                                ------------------------------
                                            William D. Lindberg,
                                            Chief Executive Officer, President
                                            And Chief Financial Officer




         Pursuant to the requirements of the Securities Act of 1934, this report
has been signed by the following persons in the capacities and on the dates
indicated:

         Signature                       Title                       Date
-------------------------   ---------------------------------   ---------------


/S/ JOE BYERS               Director                            November 9, 2005
-------------------------
Joe Byers

/S/ WILLIAM D. LINDBERG     Director                            November 9, 2005
-------------------------
William D. Lindberg



                                       14