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Exhibit 31

                    CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER
                      AND CHIEF FINANCIAL OFFICER PURSUANT
                    TO SECTION 302 OF THE SARBANES-OXLEY ACT

                                 CERTIFICATIONS

I, William Barber, President, Chief Executive Officer and Chief Financial
Officer of Accesspoint, Inc. certify that:

1. I have reviewed this Quarterly report on Form 10-QSB of, Accesspoint, Inc.
(the "Company" or "registrant");

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant, as
of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this report is being
         prepared;

         b) the item was omitted as permitted by Release 33-8238; and

         c) evaluated the effectiveness of the registrant's disclosure controls
         and procedures and presented in this report our conclusions about the
         effectiveness of the disclosure controls and procedures, as of the end
         of the period covered by this report based on such evaluation; and

         d) disclosed in this report any change in the registrant's internal
         control over financial reporting that occurred during the Company's
         first fiscal quarter that has materially affected, or is reasonably
         likely to materially affect, the Company's internal control over
         financial reporting.

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons performing the equivalent
functions):

         a) all significant deficiencies in the design or operation of internal
         controls, which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

         b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and


Date: August 17, 2004                    ACCESSPOINT CORPORATION

                                     By /S/ WILLIAM R. BARBER
                                        ----------------------------------------
                                        William R. Barber,
                                        Chief Executive Officer, Chief Financial
                                        Officer and President

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