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

                                   FORM 10-QSB

                                   (MARK ONE)

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

                [X] For the QUARTERLY PERIOD ended MARCH 31, 2002

                                       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 Incorporation or              (I.R.S. Employer
                 Organization)                               Identification No.)


            21031 Ventura Boulevard, Suite 200
                Woodland Hills, California                         91364
________________________________________________________________________________
         (Address of Principle Executive Offices)                (Zip Code)

                                 (818) 737-3232
          _____________________________________________________________
                (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 March 31,
2002 was 23,533,271.

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


<PAGE>


                             ACCESSPOINT CORPORATION
                          FORM 10-QSB QUARTERLY REPORT
                 AS OF AND FOR THE QUARTER ENDED MARCH 31, 2002
                                TABLE OF CONTENTS


Forward-Looking Statements

PART I

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

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 our 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,  our  Company's  actual  results  may  differ
materially from those indicated by the forward-looking statements.

     The key factors that are not within our Company's control and that may have
a direct  bearing on  operating  results  include,  but are not  limited to, the
acceptance  by customers of our Company's  products and services,  our Company's
ability to develop new products and  services  cost-effectively,  the ability of
our 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

     Our reviewed consolidated  financial statements for the periods ended March
31, 2002 and March 31, 2001 are filed herewith.


                                      -3-


<PAGE>


                             ACCESSPOINT CORPORATION
                        CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002

                                TABLE OF CONTENTS








Independent Accountant's Report                                              2

Consolidated Balance Sheets                                                  3

Consolidated Statements of Operations                                        4

Consolidated Statements of Cash Flow                                         5

Consolidated Statements of Changes in Stockholders' Equity                   7

Notes to Consolidated Financial Statements                                   8


                                      -4-


<PAGE>


                         INDEPENDENT ACCOUNTANT'S REPORT






To the Board of Directors
Accesspoint Corporation
Los Angeles, California

Members of the Board:

We have reviewed the  accompanying  consolidated  balance  sheet of  Accesspoint
Corporation  and its  subsidiaries  ("the Company") as of March 31, 2002 and the
related consolidated statements of operations,  changes in stockholders' equity,
and cash flows for the three month periods ended March 31, 2002 and 2001.  These
financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information  consists  principally  of  inquiries  of  persons  responsible  for
financial and accounting matters and analytical  procedures applied to financial
data.  It is  substantially  less in  scope  than an audit  in  accordance  with
generally accepted auditing standards generally accepted in the United States of
America,  the objective of which is the  expression of an opinion  regarding the
financial  statements taken as a whole.  Accordingly,  we do not express such an
opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the accompanying  consolidated financial statements in order for them
to be in conformity with generally accepted accounting  principles in the United
States of America.

We previously audited in accordance with auditing  standards  generally accepted
in the United States of America,  the consolidated  balance sheet as of December
31, 2001,  and the related  consolidated  statements of  operations,  changes in
stockholders'  equity  and cash  flows for the year then  ended  (not  presented
herein),  and in our report  dated  April 4, 2002 we  expressed  an  unqualified
opinion  on  those  consolidated  financial  statements.  In  our  opinion,  the
information  set  forth in the  accompanying  consolidated  balance  sheet as of
December 31, 2001 is fairly  stated in all material  respects in relation to the
consolidated balance sheet from which it has been derived.







May 16, 2002
Los Angeles, California


                                      -5-


<PAGE>

<TABLE>
<CAPTION>


                             ACCESSPOINT CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                                   (unaudited)

                                     ASSETS

                                                                      March 31,            December, 31
                                                                         2002                  2001
                                                                    ____________           ____________
<S>                                                                 <C>                    <C>

Current Assets
           Cash and cash equivalents                                $    154,528           $     78,229
           Accounts receivable, net                                      293,673                255,873
           Inventory                                                       8,404                  6,366
           Other receivables                                                   0                      0
           Prepaid expenses                                               13,034                 13,807
                                                                    ____________           ____________
                   Total Current Assets                                  469,639                354,275
                                                                    ____________           ____________
Fixed Assets
           Furniture and equipment (net)                                 332,994                401,685
                                                                    ____________           ____________
                  Total Fixed Assets                                     332,994                401,685
                                                                    ____________           ____________
Other Assets
           Deposits                                                      291,597                292,058
                                                                    ____________           ____________

                   Total Other Assets                                    291,597                292,058
                                                                    ____________           ____________

           Total Assets                                             $  1,094,230             $1,048,018
                                                                    ============           ============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                      March 31,            December, 31
                                                                         2002                  2001
                                                                    ____________           ____________
Current Liabilities
           Accounts payable and accrued expenses                    $  1,669,628           $  1,467,688
           Accrued payroll taxes and penalties                           959,434              1,091,080
           Accrued loss contingencies                                    373,233                338,233
           Deferred compensation                                               0                221,477
           Customer deposits                                              99,465                 99,465
           Line of credit                                                485,953                      0
           Current portion, capitalized leases                           289,941                303,158
           Current portion, notes payable                              1,110,250              1,111,500
                                                                    ____________           ____________

           Total Current Liabilities                                   4,987,904              4,632,601


                                      -6-


<PAGE>


Capital Lease obligations, net of current portion                              0                      0
Notes payable, net of current portion                                          0                      0
                                                                    ____________           ____________

           Total Liabilities                                           4,987,904              4,632,601
                                                                    ____________           ____________
Stockholders' Equity

           Common stock, $.001 par value, 25,000,000
                shares authorized, 23,533,271 and 23,375,208
                issued and outstanding, respectively                      23,533                 23,375
           Preferred Stock, no par value, 5,000,000 shares
                authorized,  and 1,055,600 shares issued
                and outstanding                                            1,056                  1,056
           Additional paid in capital                                  8,148,869              8,092,519
           Retained deficit                                          (12,067,132)           (11,701,533)
                                                                    ____________           ____________

           Total Stockholders' Equity                                 (3,893,674)            (3,584,583)
                                                                    ____________           ____________

           Total Liabilities and Stockholders' Equity               $  1,094,230           $  1,048,018
                                                                    ============           ============


 The accompanying notes are an integral part of these consolidated financial statements

</TABLE>

                                      -7-


<PAGE>

<TABLE>
<CAPTION>


                             ACCESSPOINT CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

                                                                             Three Months Ended
                                                                      March 31,              March 31,
                                                                         2002                   2001
                                                                    ____________           ____________
<S>                                                                 <C>                    <C>

Sales, net                                                          $  2,981,487           $    899,188

Cost of sales                                                          2,325,210                253,169
                                                                    ____________           ____________

           Gross profit                                                  656,277                646,019

Selling expenses                                                               0                 50,150

General and administrative expenses                                    1,050,495              1,626,518
                                                                    ____________           ____________

           Income (loss) from operations                                (394,218)            (1,030,649)
                                                                    ____________           ____________

Other (Income) Expense
           Interest income                                                (3,964)                   (16)
           Penalties                                                         295                 71,976
           Bad debt expense                                              142,766                 23,612
           Interest expense                                               51,361                 55,222
                                                                    ____________           ____________

           Total Other (Income) Expense                                  190,458                150,794
                                                                    ____________           ____________

           Income (loss)  before income taxes
                and extraordinary items                                 (584,676)            (1,181,443)

Extraordinary items
           Gain on forgiveness of deferred compensation                  221,477                      0
                                                                    ____________           ____________

           Total extraordinary income                                    221,477                      0
                                                                    ____________           ____________

           Income (loss) before income taxes                            (363,199)            (1,181,443)
                                                                    ____________           ____________

Provision for income taxes                                                 2,400                  4,500
                                                                    ____________           ____________

           Net income (loss)                                        $   (365,599)          $ (1,185,943)
                                                                    ============           ============


                                      -8-


<PAGE>



           Net loss per share (basic and diluted)
                Basic                                               $      (0.02)          $      (0.07)
                Diluted                                             $      (0.01)          $      (0.06)

           Weighted average number of shares
                Basic                                                 23,454,240             17,149,449
                Diluted                                               30,271,240             20,778,449


 The accompanying notes are an integral part of these consolidated financial statements

</TABLE>


                                      -9-


<PAGE>

<TABLE>
<CAPTION>


                             ACCESSPOINT CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)


                                                                             Three Months Ended
                                                                      March 31,              March 31,
                                                                         2002                   2001
                                                                    ____________           ____________
<S>                                                                 <C>                    <C>

CASH FLOWS FROM OPERATING ACTIVITIES
           Net Income (loss)                                        $   (365,599)          $ (1,185,943)

Adjustments to reconcile net loss to net cash used in operating
  activities:
           Depreciation                                                   83,785                 80,981
           Gain on forgiveness of deferred compensation                 (221,477)                     0
           Decrease (Increase) in receivables                            (37,800)               (54,496)
           Decrease (Increase) in inventory                               (2,038)                 1,271
           Decrease (Increase) in other receivables                            0                  2,196
           Decrease (Increase) in prepaid expenses                           773                 (6,365)
           Decrease (Increase) in deposits                                   461                 47,121
           (Decrease) Increase in accounts payable
                and accrued expenses                                     201,940                 91,520
           (Decrease) Increase in accrued payroll taxes                 (131,646)               135,221
           (Decrease) Increase in accrued loss contingencies              35,000                      0
           (Decrease) Increase in deferred compensation                        0                 (2,500)
                                                                    ____________           ____________

           Total Adjustments                                             (71,002)               294,949
                                                                    ____________           ____________

           Net cash used in operations                                  (436,601)              (890,994)
                                                                    ____________           ____________

CASH FLOWS FROM INVESTING ACTIVITIES
           Purchase of furniture and equipment                           (15,095)               (35,392)
                                                                    ____________           ____________

           Net cash used in investing activities                         (15,095)               (35,392)
                                                                    ____________           ____________

CASH FLOWS FROM FINANCING ACTIVITIES
           Issuance of notes payable                                     485,953                      0
           Payments on notes payable                                      (1,250)                     0
           Payments on capital leases                                    (13,217)               (48,954)
           Sale of stock                                                  56,509              1,072,155
                                                                    ____________           ____________

           Net cash provided by financing activities                     527,995              1,023,201
                                                                    ____________           ____________

           Net change in cash and cash equivalents                        76,299                 96,815
                                                                    ____________           ____________


                                      -10-


<PAGE>


           Cash and cash equivalents at beginning of year                 78,229                 31,954
                                                                    ____________           ____________

           Cash and cash equivalents at end of year                 $    154,528           $    128,769
                                                                    ============           ============

           Supplemental cash flows disclosures:
                Income tax payments                                 $      2,400           $          0
                                                                    ____________           ____________

                Interest payments                                   $      1,022           $     28,661
                                                                    ____________           ____________


              The accompanying notes are an integral part of these consolidated financial statements


</TABLE>


                                      -11-


<PAGE>

<TABLE>
<CAPTION>


                             ACCESSPOINT CORPORATION
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (unaudited)


                                                                      March 31,            December, 31
                                                                         2002                  2001
                                                                    ____________           ____________
<S>                                                                 <C>                     <C>

Retained (deficits)
           Balance at beginning of period                           ($11,701,533)           ($7,832,485)
           Net income (loss)                                            (365,599)            (3,869,048)
                                                                    ____________           ____________

           Balance at end of period                                  (12,067,132)           (11,701,533)
                                                                    ____________           ____________

Common stock, par value $.001 (thousands of shares)
           Balance at beginning of period                                 23,375                 16,558
           Common stock issued                                               158                  6,817
                                                                    ____________           ____________

           Balance at end of period                                       23,533                 23,375
                                                                    ____________           ____________

Preferred stock, no par value  (thousands of shares)
           Balance at beginning of period                                  1,056                      0
           Preferred stock issued                                              0                  1,056
                                                                    ____________           ____________

           Balance at end of period                                        1,056                  1,056
                                                                    ____________           ____________

Additional paid in capital
           Balance at beginning of period                              8,092,519              5,390,011
           Sale of common stock                                           56,350              2,702,508
                                                                    ____________           ____________

           Balance at end of period                                    8,148,869              8,092,519
                                                                    ____________           ____________

Total stockholders' equity at end of period                          ($3,893,674)           ($3,584,583)
                                                                    ============           ============


 The accompanying notes are an integral part of these consolidated financial statements


</TABLE>


                                      -12-


<PAGE>


                             ACCESSPOINT CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001


NOTE A - NATURE OF OPERATIONS

         Incorporated  in the State of  Nevada,  Accesspoint  Corporation  ("the
         Company") is a "C" Corporation as organized under the Internal  Revenue
         Code.  As of March 31,  2002,  the  Company  has  combined  its  mature
         Internet  Application Services technology platform with its credit card
         and  check-processing  platform to provide bundled payment  acceptance,
         processing and business  management  services.  These programs  provide
         customers  with  multiple  payment  acceptance  capabilities  including
         credit card and check transaction,  a fully operational  e-commerce and
         business management Website,  and a central Web based management system
         for  servicing  both the  brick-and-mortar  and web based sides to each
         business.

         The Company  focuses on specific  markets that  historically  have been
         under served by the  transaction  processing  industry.  The  Company's
         multi-application  e-payment systems allow their growing national sales
         channel to market a single source solution to merchants and businesses.
         Clients  enjoy the benefits of a versatile,  multi-purpose  system that
         provides a broad level of payment  acceptance  options and  value-added
         business  services  without  having to  manage  the  multiple  business
         relationships normally required for these functions.

         The Accesspoint  advantage is full transaction  processing,  settlement
         and software delivered as a bundled service for the cost of an industry
         standard  transaction fees.  Furthermore,  as a result of the Company's
         systems, prospective clients can be approved in a short period, instead
         of the several-day  time frame  typically  implemented by the Company's
         competition.

         In November 2000, the Company  launched its card  processing  division,
         managed   by   its   wholly   owned   subsidiary,   Processing   Source
         International,  Inc.  and began  earning  card  processing  revenues in
         addition to its check processing  revenues through the underwriting and
         processing  of these  electronic  payment  transactions  in its growing
         merchant base.

         The Company has targeted the Independent Sales  Organization  (ISO) and
         MSP  (Merchant  Service  Provider)  marketplaces  as a prime driver and
         sales channel for its services.  The Company's  operating systems makes
         it simple  for these  sale  organizations  to  electronically  submit a
         client's application,  track the progress of that application,  monitor
         merchant service,  and even track  commissions,  all in real time via a
         private label portal provided by the Company. This program,  called ISO
         Advantage,  aims to establish a new standard for service and support in
         the  merchant   services  industry  and  appears  to  present  distinct
         marketplace  advantages  for those sales  organizations  that enter the
         program.


                                      -13-


<PAGE>


                             ACCESSPOINT CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         UNAUDITED INTERIM FINANCIAL INFORMATION
         The accompanying financial statements have been prepared by Accesspoint
         Corporation, ("Accesspoint" or the "Company") 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 three months ended March 31, 2002 and 2001 are not  necessarily
         indicative  of the  results  that may be  expected  for the year ending
         December  31,  2002,  or any future  period,  due to seasonal and other
         factors. 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  consolidated  financial  statements  and
         accompanying  notes,  included in the  Company's  Annual Report for the
         year ended December 31, 2001.

         Revenues, expenses, assets and liabilities can vary during each quarter
         of the  year.  Therefore,  the  results  and  trends  in these  interim
         consolidated  financial statements may not be the same as those for the
         full year.

         REVENUE RECOGNITION
         The Company  recognizes  revenue from;  settlement  fees for electronic
         payment  processing,  credit and debit card payment  settlement,  check
         conversion  and  financial  processing  programs and  transaction  fees
         related to the use of its software and credit card processing products,
         licensure of its software  products and providing  Internet  access and
         hosting of Internet business services and web sites.

         Revenue from software and hardware sales and services are recognized as
         products are shipped, downloaded, or used.

         The Company  reports  income and expenses on the accrual basis for both
         financial and income tax reporting purposes.

         PRINCIPLES OF CONSOLIDATION
         The consolidated  financial  statements  include the accounts of J.S.J.
         Capital  III,  Inc.,  Accesspoint  Corporation,  and its  wholly  owned
         subsidiaries Processing Source International,  Inc. (PSI) and Black Sun
         Graphics,  Inc. (BSG),  collectively referred to within as the Company.
         All material intercompany accounts,  transactions and profits have been
         eliminated in consolidation.

         RISKS AND UNCERTAINTIES
         The Company is subject to substantial  risks from,  among other things,
         intense competition from the providers of financial  electronic payment
         processing,  settlement  services,  software development and e-commerce
         service companies  specifically and the technology industry in general,
         other risks associated with the Internet services industry,  financing,
         liquidity requirements, rapidly changing customer requirements, limited
         operating history, and the volatility of public markets.


                                      -14-


<PAGE>


                             ACCESSPOINT CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         CONTINGENCIES
         Certain  conditions  may exist as of the date the financial  statements
         are  issued,  which may result in a loss to the  Company but which will
         only be resolved when one or more future events occur or fail to occur.
         The  Company's  management  and legal  counsel  assess such  contingent
         liabilities,  and such  assessment  inherently  involves an exercise of
         judgment.  In assessing loss contingencies related to legal proceedings
         that are  pending  against the  Company or  unasserted  claims that may
         result in such  proceedings,  the Company's legal counsel evaluates the
         perceived merits of any legal  proceedings or unasserted claims as well
         as the  perceived  merits of the amount of relief sought or expected to
         be sought.

         If the assessment of a contingency indicates that it is probable that a
         material  loss has been incurred and the amount of the liability can be
         estimated,  then  the  estimated  liability  would  be  accrued  in the
         Company's  financial  statements.  If the  assessment  indicates that a
         potential  material loss  contingency is not probable but is reasonably
         possible,  or is probable but cannot be  estimated,  then the nature of
         the  contingent  liability,  together  with an estimate of the range of
         possible loss if determinable and material would be disclosed.

         Loss contingencies  considered to be remote by management are generally
         not  disclosed  unless  they  involve  guarantees,  in  which  case the
         guarantee would be disclosed.

         ESTIMATES
         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires  management  to make certain
         estimates and  assumptions  that affect the reported  amounts of assets
         and liabilities and disclosure of contingent  assets and liabilities at
         the  date of the  financial  statements  and the  reported  amounts  of
         revenues and expenses during the reporting period. Actual results could
         differ   from   those   estimates.    Significant   estimates   include
         collectibility of accounts receivable,  accounts payable, sales returns
         and recoverability of long-term assets.

         ALLOWANCE FOR DOUBTFUL ACCOUNTS
         The Company  has made an  allowance  for  doubtful  accounts  for trade
         receivables.

         FIXED ASSETS
         Property   and   equipment   are   stated  at  cost  less   accumulated
         depreciation.  Expenditures  for major additions and  improvements  are
         capitalized,  and  minor  replacements,  maintenance  and  repairs  are
         charged  to  expense  as  incurred.  Depreciation  is  provided  on the
         straight-line  method over the estimated useful lives of the assets, or
         the remaining term of the lease, as follows:

               Furniture and Fixtures       5 years
               Equipment                    5 years
               Hardware and Software        3 years

         LEASEHOLD IMPROVEMENTS
         Amortization   of  leasehold   improvements   is  computed   using  the
         straight-line  method over the shorter of the  remaining  lease term or
         the estimated useful lives of the improvements.


                                      -15-


<PAGE>


                             ACCESSPOINT CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         CAPITAL LEASES
         Assets held under  capital  leases are recorded at the lower of the net
         present  value of the minimum  lease  payments or the fair value of the
         leased asset at the  inception of the lease.  Depreciation  is computed
         using the straight-line method over the shorter of the estimated useful
         lives of the assets or the period of the related lease.

         INVENTORY
         Inventory is valued at the lower of cost or market.  Cost is determined
         on the  weighted  average  method.  As of  March  31,  2002  and  2001,
         inventory consisted only of finished goods.

         CASH AND CASH EQUIVALENTS
         The Company  considers all highly  liquid  investments  purchased  with
         initial maturities of three months or less to be cash equivalents.

         CONCENTRATION OF CREDIT RISK
         Financial  instruments,  which  subject  the  Company  to credit  risk,
         consist  primarily of cash  equivalents and trade accounts  receivable.
         Concentration of credit risk with respect to trade accounts  receivable
         is generally diversified to the large number of entities comprising the
         Company's  customer base and their geographic  dispersion.  The Company
         actively evaluates the  creditworthiness of the customers with which it
         conducts business.

         ADVERTISING
         Advertising costs are expensed in the year incurred.

         EARNINGS PER SHARE
         Earnings per share are based on the weighted  average  number of shares
         of common stock and common stock  equivalents  outstanding  during each
         period.  Earnings  per share are  computed  using  the  treasury  stock
         method.  The options to purchase  common  shares are  considered  to be
         outstanding for all periods presented but are not calculated as part of
         the earnings per share.

         STOCK-BASED COMPENSATION
         The Company accounts for stock-based employee compensation arrangements
         in  accordance  with the  provisions  of  Accounting  Principles  Board
         Opinion ("APB") No. 25, "Accounting for Stock Issued to Employees," and
         complies  with the  disclosure  provisions  of  Statement  of Financial
         Accounting   Standards   ("SFAS")  123,   "Accounting  for  Stock-Based
         Compensation."  Under APB 25,  compensation cost is recognized over the
         vesting  period based on the  difference,  if any, on the date of grant
         between  the fair  value  of the  Company's  stock  and the  amount  an
         employee must pay to acquire the stock.

         IMPAIRMENT OF LONG-LIVED ASSETS
         The Company evaluates  long-lived assets for impairment whenever events
         or changes in  circumstances  indicate  that the  carrying  value of an
         asset  may not be  recoverable.  If the  estimated  future  cash  flows
         (undiscounted  and without  interest  charges) from the use of an asset
         are less than the carrying  value,  a  write-down  would be recorded to
         reduce the related asset to its estimated  fair value.  There have been
         no such impairments to date.


                                      -16-


<PAGE>


                             ACCESSPOINT CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001


NOTE C - STOCK AND STOCK WARRANTS

         The  Company  has two  classes of capital  stock:  Preferred  Stock and
         Common Stock. Holders of common stock are entitled to one vote for each
         share  held.  Preferred  stock  holders  are  not  entitled  to  voting
         privileges  and  are  convertible   into  Common  Stock  under  certain
         circumstances on a share-for-share basis.

         At March 31, 2002, the Company has 25,000,000  Common Shares authorized
         and 23,533,300 shares issued and outstanding. The Company had 5,000,000
         Preferred Shares authorized and 1,055,600 issued and outstanding.

         At March 31,  2002,  the  Company  does not have  enough  common  stock
         reserved for the possible  exercise of options and warrants which could
         total:

                  Exercise of common stock warrants           1,772,223
                  Exercise of employee stock options          3,486,000
                                                              _________
                                                              5,258,223

         The Company  intends to  increase  the  authorized  number of shares by
         proxy of its shareholders subsequent to March 31, 2002.


NOTE D - EARNINGS PER SHARE

         Basic net  earnings per share is computed  using the  weighted  average
         number of common  shares  outstanding  during  the year.  The  dilutive
         effect of potential  common shares  outstanding  is included in diluted
         net  earnings  per share.  The  computations  of basic net earnings per
         share and diluted net  earnings per share as of March 31, 2002 and 2001
         are as follows:

                                                    March 31,          March 31,
                                                      2002               2001
                                                    _________          _________

         Net earnings (loss) from operations     $(  365,599)       $(1,185,943)
                                                 ___________        ___________

         Basic weighted average shares            23,454,240         17,149,449
         Effect of dilutive securities:
            Common stock options                   3,629,000          3,629,000
            Common stock warrants                  1,772,000                  0
            Convertible debt                         360,000                  0
            Convertible preferred stock            1,056,000                  0
                                                 ___________       ____________
         Dilutive potential common shares         30,271,240         20,778,449
                                                 ___________       ____________

         Net earnings(loss) per share from
           continuing operations:
            Basic                                     ($0.02)            ($0.07)
            Diluted                                   ($0.01)            ($0.06)


                                      -17-


<PAGE>


                             ACCESSPOINT CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001


NOTE E - LINE OF CREDIT

         During the three  months  ended  March 31,  2002 the  Company  borrowed
         $485,953  against a $5,000,000  line-of-credit  that was established in
         December 2001 with Net Integrated Systems, Inc. The agreement calls for
         minimum  monthly  payments of interest  only at the rate of six percent
         (6%) per annum.


NOTE F - 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.  Management  believes that any liability that may
         ultimately  result from the resolution of these matters will not have a
         material  adverse  effect on the  financial  condition  or  results  of
         operations  of  the  Company.  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 March 31, 2002 the
         Company has accrued for the liability in full on its Balance Sheet.  No
         payments have been made to date.

         IRVINE - In February  2002,  the Company  vacated  office  space it had
         leased under an operating  lease agreement in Irvine,  California.  The
         lessor  subsequently filed a formal demand of payment for the remaining
         amount of unpaid rent. The Company entered into a settlement  agreement
         with the lessor in the amount of $75,000 less a security  deposit being
         held by lessor.  The Company has not paid this amount  according to the
         terms of the  agreement  and is currently  in default.  As of March 31,
         2002 the Company has recorded the full amount of the remaining payments
         due,  less  the  security  deposit,  due to the  default  of the  above
         agreement. This amount is approximately $20,000.

         RUTTENBERG  - During  2001 a former  employee  of the  Company  filed a
         formal  demand for  payment of  remaining  salary  under an  employment
         agreement,  unreimbursed expenses and legal costs. In November 2001 the
         Company entered into a settlement agreement, which required a total sum
         of  $44,500,  be paid in $5,000  monthly  installments.  The Company is
         currently  in  default  under  this  agreement  and  has  appropriately
         recorded all original  amounts  demanded  under a  Stipulation  for the
         Entry of  Judgment  of  $92,000,  less  payments  that were made,  as a
         liability on the Balance Sheet as of March 31, 2002.


                                      -18-


<PAGE>


                             ACCESSPOINT CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001


NOTE F - LITIGATION AND CONTINGENCIES (CONTINUED)


         CAPITAL  LEASES - As of March 31, 2002, and  subsequently,  the Company
         has stopped making payments on all of its capital leases.  Thus,  under
         the  lease  agreements,   the  Company  is  in  default.  This  default
         accelerates  all future  payments due and gives the lessor the right to
         obtain the property.

         The Company is  currently  in  negotiations  with  certain  lessors for
         revised terms for the remaining life of the leases.  As of this date no
         new terms have been finalized. Only one lessor, GE Capital Leasing, has
         filed formal suit against the  Company.  The Company has  appropriately
         recorded  all  amounts  due for the  remaining  life of the leases as a
         current liability on its Balance Sheet at March 31, 2002.

         ROYCAP - As of March 31,  2002 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.  The Company is currently
         in  negotiations  with the lender on new loan  terms.  The  Company has
         shown  the  $450,000  loan in its  liabilities  as well as all  accrued
         interest. In addition, the Company has accrued registration rights fees
         of $108,000 related to this matter as of March 31, 2002.

         BENTLEY  - In March  2002,  a  shareholder,  filed a suit  against  the
         Company and other various  officers,  directors and entities.  The suit
         contains  eleven (11) Causes of Action  including:  Breach of Contract,
         Misappropriation, Unfair Competition, Unfair Business Practices and the
         imposition of a Constructive Trust.

         The Plaintiff is seeking undetermined  compensatory damages and special
         and resulting damages all to be determined at trial.  Plaintiff sought,
         but was refused, a preliminary injunction on various matters.

         An Ex Parte  hearing was held on March 22, 2002 at which time the Judge
         did not grant the  temporary or permanent  injunctions  that were being
         sought and did not put a receiver in place as the plaintiff  requested.
         In a  subsequent  hearing the Judge did not grant a  restraining  order
         that was requested.

         At this time it is not possible to determine the outcome of the case or
         to quantify  possible  damages.  No amounts  have been  recorded in the
         financial  statements  regarding  this  matter.  The  Company  does not
         believe the causes have merit and intends to vigorously defend itself.

         DJOKOVICH - In February 2002, Tom Djokovich resigned as Chief Executive
         Officer of the Company,  effective  immediately.  Mr. Djokovich gave up
         his  employment  contract,  signed a mutual  release and  relieved  the
         Company  from paying  deferred  compensation  owed to him and a related
         Promissory Note and Security Agreement.


                                      -19-


<PAGE>


                             ACCESSPOINT CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001


NOTE F - LITIGATION AND CONTINGENCIES (CONTINUED)

         URCUYO - In January  2002 Alfred  Urcuyo  resigned as President of PSI,
         effective  immediately.  Mr. Urcuyo gave up his employment contract and
         released   the  Company  from  paying  any  amounts  owed  to  him  for
         unreimbursed expenses. Mr. Urcuyo signed a Mutual Release.

         MULDER - In 2002,  a former  employee of the Company  filed a claim for
         payment of credit card debt he incurred on behalf of the Company to pay
         expenses and various  loans he states were made to the  Company.  These
         items  amount to  approximately  $65,000.  The  Company  has engaged in
         negotiations  with Mr.  Mulder,  but has accrued as a liability  on its
         Balance Sheet at March 31, 2002 the full amount of $65,000.

         PARISH  - In 2002 a  former  Consultant  of the  Company  filed a claim
         stating  that he is owed  33,336  shares  of common  stock  and  20,000
         options  to  purchase  shares  of  common  stock at $5 per  share,  for
         services  rendered under a contract with the Company.  The Company does
         not  believe  that this  claim is valid  under the  contract  terms and
         intends to defend itself in this matter. No amounts have been accrued.

         VERVE - In 2002, a shareholder  group of the Company submitted a letter
         of demand to recover their original  investment of $40,000.  No amounts
         have been  accrued  for this item,  as the  Company  does not intend to
         return the amount invested.

         ACCOUNTS  PAYABLE - The Company is  currently in arrears in payments to
         its vendors in the normal  course of business.  Management is currently
         working  on  negotiating  compromised  amounts  with all  vendors.  The
         Company has recorded as a liability on its Balance Sheet the full value
         of amounts owed to the vendors. When and if amounts are compromised,  a
         gain on forgiveness of debt will be recognized accordingly.


NOTE G - PAYROLL TAXES

         The  Company  is  currently  in  negotiations  with the  United  States
         Department of the Treasury,  Internal  Revenue Service (IRS) in regards
         to unpaid  employment  taxes. The IRS has made formal demand of amounts
         due and unpaid, including interest and penalties, from the Company, and
         has  appropriately  filed tax liens  against all assets of the Company.
         The Company entered into  installment  agreements with the IRS and made
         payments as required. The Company has hired independent  accountants to
         assist  them in this  matter and have filed a request for an "Offer and
         Compromise"  of all amounts owed by the  Company.  The IRS has recorded
         the request and halted all payment  requirements  under the installment
         agreements and any other  collection  activity until it has had time to
         review the  matter.  The  Company  has  requested  that the IRS look at
         Accesspoint  Corporation and its  Subsidiaries as one unit for terms of
         the Offer and  Compromise.  As of the date of this  report  the IRS has
         responded to the Company and is  reviewing  its offer and request to be
         treated as one unit.


                                      -20-


<PAGE>


                             ACCESSPOINT CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001


NOTE G - PAYROLL TAXES (CONTINUED)

         The  Company  has always  recorded  its  liability  in full to the IRS,
         including penalties and interest, on its Balance Sheet.

         The  Company  also  owes  unpaid  employment  taxes  to the  California
         Employment  Development  Department (EDD). The Company has entered into
         installment  agreements  with the EDD and has been making all  required
         payments.  The Company has always recorded in full, including penalties
         and  interest,  its  liability to the EDD as a liability on its Balance
         Sheet.


NOTE H - EXTRAORDINARY INCOME

         In February 2002 Tom Djokovich, former President of the Company, signed
         a  release  as part of his  termination  of  employment  (see  Note F),
         relieving  the Company  from  paying his  deferred  compensation.  This
         amount totaled $221,477.  The Company reduced the liability recorded on
         its books and recorded extraordinary income for the total amount.


NOTE I - SUBSEQUENT EVENTS

         MERCHANTWAREHOUSE.COM  - In April  2002 a former  agent of the  Company
         filed  suit  against  the  Company.   The  firm  is  claiming  improper
         termination  of agency  agreement  and has  requested  $1,000,000.  The
         Company  has not yet  responded  to the  demand,  however,  it does not
         believe that the allegations  have merit.  The claim asks for mediation
         and binding  arbitration.  It is not possible at this time to determine
         the  outcome of the case or the  possible  loss.  No amounts  have been
         accrued in this matter.


NOTE J - GOING CONCERN

         The Company has suffered recurring losses, cash deficiencies,  loan and
         capital  lease  defaults,  and  current  liabilities  far in  excess of
         current  assets.  These  issues  raise  substantial  concern  about its
         ability to continue as a going concern.

         Management  has  prepared the  following  statement in order to address
         these and other concerns:

         The Company has made  substantial  investments  in the  development  of
         infrastructure  to support  its  transaction  processing  and  business
         automation  services.  These  investments  in  both  fixed  assets  and
         strategic  banking  agreements  have provided the Company with expanded
         revenue generating capabilities.

         The investment in these assets during the Company's  transition  from a
         third party software and web services provider to a primary provider of
         financial transaction underwriting,  processing and business management
         services have in large part  contributed  to the  Company's  losses and
         cash deficiencies.


                                      -21-


<PAGE>


                             ACCESSPOINT CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001


NOTE J - GOING CONCERN (CONTINUED)

         The  purpose  of  these  investments  was  to  develop   infrastructure
         necessary  to position  and  prepare  the Company and its wholly  owned
         subsidiary,  Processing  Source  International,  Inc.  (PSI),  so  that
         revenues could be generated as a primary  processor and  underwriter of
         electronic  financial  transactions.  As a result of these investments,
         PSI became a member processor, under the sponsorship of Chase Manhattan
         Bank, within the Visa/MasterCard association for the processing of card
         transactions  and  the  Company  received   sponsorship  through  First
         National  Bank of Omaha for the  processing  of  electronic  checks and
         check  conversion   within  the  National   Automated   Clearing  House
         Association (NACHA) network.

         Prior to achieving this goal in November  2000,  the Company  typically
         generated revenues through the licensing of its business management and
         transaction  processing  software  technologies and the monthly service
         fees for hosting these business applications. As of March 31, 2002, the
         Company generates revenues through the aforementioned services.

         In December 2001, the Company  entered into a Management  Agreement and
         related Revolving Line of Credit Agreement for up to $5,000,000. In the
         first  quarter of 2002 the Company has also  significantly  reduced its
         overhead   by  closing   two  office   facilities   and   consolidating
         administrative and sales efforts. In addition, the Company is currently
         renegotiating its lease commitments, notes payable and accounts payable
         to further reduce its current liabilities and improve its cash flow.



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.

     A.  OVERVIEW

     Our primary software  products consist of Merchant  Manager  Enterprise,  a
complete  and  secure  fully-hosted  e-commerce  solution  for small to  midsize
businesses,  which provides an on-line store, catalog and credit card processing
abilities;  Transaction  Manager,  an  on-line  credit  card and ACH  processing
solution  for  small to  midsize  businesses;  and  Merchant  Manager,  a hosted
e-commerce  solution providing a simple-to-learn  and simple-to-use set of tools
derived  from  Merchant  Manager  Enterprise.  We provide  hosting  services  in
conjunction with our software products.

     B.  RESULTS OF OPERATIONS

     Three Months Ended March 31, 2002 Compared With Three Months Ended March
31, 2001


                                      -22-


<PAGE>


     Revenues for the three months ended March 31, 2002  increased to $2,981,487
from  $899,188  for the three  months  ended  March 31,  2001.  The  increase of
$2,082,299,  or 231.58%,  is due primarily to our increased revenues  associated
with credit card processing which resulted in an overall increase in sales.

     Cost of sales for the  three  months  ended  March 31,  2002  increased  to
$2,325,210 from $253,169 for the three months ended March 31, 2001. The increase
of $2,072,041 or 818.44%  resulted  primarily from our increase in cost of sales
associated with credit card processing, which resulted in an overall increase in
sales.

     Selling and  marketing  expenses  for the three months ended March 31, 2002
decreased to $0 from  $50,150 for the three  months  ended March 31, 2002.  This
decrease of $50,150,  or 100%, resulted primarily from the reduction of overhead
costs,  including the reduction in trade show expenses,  advertising  consulting
costs,  and printing  costs for brochure and  promotional  materials  during the
development of our processing and underwriting platform.

     General and  administrative  expenses  for the three months ended March 31,
2002  decreased to $1,050,495  from  $1,626,518 for the three months ended March
31,  2001.  The  decrease of  $576,023,  or 35.41%,  resulted  primarily  from a
decrease of  Salaries  and Wages and  related  employee  costs and a decrease in
professional costs and other efficiencies.

     Interest  expense,  net,  for the three  months  ended  March 31,  2002 was
$51,361,  as compared to $55,222 for the three months ended March 31, 2001.  The
decrease of $3,861,  or 6.99% in interest  expense  resulted  primarily from the
Company's static cost of debt.

     Other (Income) Expense,  net of Interest expense was $139,097 for the three
months ended March 31,  2002,  as compared to $95,572 for the three months ended
March 31, 2001. This increase of $43,525, or 45.54%, resulted primarily from the
increase  of bad debt  expense  for the three  months  ended  March 31,  2002 of
$142,766, as compared to $23,612 for the three months ended March 31, 2001.

     Net losses for the three  months  ended  March 31,  2002 and March 31, 2001
were  $(365,599)  and  $(1,185,943),  respectively.  The  decrease  in  loss  of
$820,344, or 69.17%, was primarily related to increased revenues and a reduction
of development-related activities.

     C.  Liquidity and Capital Resources

     Cash and cash  equivalents  at March 31,  2002 were  $154,528,  compared to
$128,769 at March 31, 2001 an increase of $25,759 which  represented a growth of
20.0%.

     Net Cash used in  operations  decreased  from $890,994 for the three months
ended March 31, 2001 to $436,601  for the three months ended March 31, 2002 or a
resulted  efficiency in cash of $454,393 or 51.0%. This efficiency was primarily
accomplished by increased effectiveness in operations.

     Net Cash used in investing  activities  decreased  from $35,392 as of March
31, 2001 to $15,095 as of March 31, 2002.  This decrease of $20,297,  or 57.35%,
was primarily due to a reduction of purchases in furniture and equipment.

     During the three  months ended March 31, 2002,  the Company  generated  net
cash of $527,995 from  financing  activities  as compared to $1,023,201  for the
three months ended March 31, 2001. The decrease of $495,206, or 48.40%, resulted
from a decrease in private placement fundraising activities.

     As of March 31, 2002,  we lease  office space on a short-term  twelve-month
sub-lease  basis and could be  required  to move  after  the  expiration  of the
twelve-month  period in June 2002. We may attempt to  re-negotiate a longer term
lease  at its  present  location.  If  the  Company  moves,  the  major  capital
expenditures we could incur would be related to relocation of office  computers,
local  area  network  hardware,   office  telephony  and  office  equipment  and
furniture.


                                      -23-


<PAGE>


     We had, at March 31, 2002,  negative working capital.  We believe that cash
generated  from  operations  will  not be  sufficient  to fund our  current  and
anticipated  cash  requirements.  However,  management  believes  that  our Five
Million  Dollar  ($5,000,000)  Secured  Revolving  Line of  Credit  through  Net
Integrated Systems should be sufficient to sustain Accesspoint's  operations and
activities  for the  foreseeable  future.  As such,  we do not believe  that our
current  operational  plans for the next  twelve  months  will be  curtailed  or
delayed  because  of the lack of  sufficient  financing.  While  there can be no
assurances that we will continue to have access to such additional financing, on
terms acceptable to us and at the times required,  or at all, we believe that we
will have access to sufficient capital for the foreseeable future.

     D.  Net Operating Loss

     For federal income tax purposes,  we have net operating loss  carryforwards
of  approximately  $10,760,000 as of March 31, 2002 and $7,010,000,  as of March
31, 2001.  These  carryforwards  will expire at various  dates  through the year
2015.  The use of such net operating  loss  carryforwards  to be offset  against
future  taxable  income,  if  achieved,  may  be  subject  to  specified  annual
limitations (see "Risks of Our Business  Limitations on Net Operating Loss Carry
Forward").



                                     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.  Management  believes that any liability that may ultimately  result
from the resolution of these matters will not have a material  adverse effect on
the financial  condition or results of  operations of the Company.  Listed below
are only those  matters  considered  to be material to the Company by management
and its counsel.

     Ruttenberg - During 2001, a former  employee of the Company  filed a formal
demand  for  payment  of  remaining   salary  under  an  employment   agreement,
unreimbursed  expenses and legal costs.  In November 2001,  the Company  entered
into a settlement agreement, which required a total sum of $44,500 to be paid in
$5,000  monthly  installments.  The Company is currently  in default  under this
agreement and has  appropriately  recorded all original amounts demanded under a
Stipulation for the Entry of Judgment of $92,000,  less payments that were made,
as a liability on the Balance Sheet as of December 31, 2001.

     Capital  Leases - As of March 31, 2002, and  subsequently,  the Company has
stopped  making  payments on all of its capital  leases.  Thus,  under the lease
agreements,  the  Company is in default.  This  default  accelerates  all future
payments due and gives the lessor the right to obtain the property.  The Company
is currently in  negotiations  with  certain  lessors for revised  terms for the
remaining life of the leases.  As of this date no new terms have been finalized.
Only one lessor, GE Capital Leasing,  has filed formal suit against the Company.
The Company has appropriately recorded all amounts due for the remaining life of
the leases as a current liability on its Balance Sheet at March 31, 2002.

     Bentley - In March 2002,  a  shareholder,  filed a suit against the Company
and other various  officers,  directors and entities.  The suit contains  eleven
(11) Causes of Action including:  Breach of Contract,  Misappropriation,  Unfair
Competition,  Unfair  Business  Practices and the  imposition of a  Constructive
Trust. The Plaintiff is seeking  undetermined  compensatory  damages and special
and resulting damages all to be determined at trial.  Plaintiff sought,  but was
refused,  a preliminary  injunction on various  matters.  At this time it is not
possible to determine the outcome of the case or to quantify  possible  damages.
No amounts have been recorded in the financial statements regarding this matter.
The Company  does not  believe  the causes have merit and intends to  vigorously
defend itself.


                                      -24-


<PAGE>


     For a more detailed  discussion of Legal Proceedings,  please refer to Note
F, Litigation and Contingencies,  attached as a part of the financial statements
prepared by our auditors filed herewith and incorporated hereby.


ITEM 2.           CHANGES IN SECURITIES

     During the three months  ended March 31,  2002,  we sold a total of 158,063
shares of common voting stock to various individuals and/or entities. The shares
were sold at various prices  representing a total purchase price and proceeds to
our  Company  of  $56,509.  We did not  publicly  offer  any  securities  and no
underwriter  was  utilized.  We  paid  no  other  finder's  fees,  discounts  or
commissions in connection with the above offers and sales.  The offers and sales
were exempt  pursuant to Sections  4(2) and 5 of the Act,  Regulations  D and S,
respectively,  promulgated  thereunder,  and pursuant to Section 25102(f) of the
California  Corporations Code. The purchasers  acquired the shares for their own
account with no then-present intention of dividing their interest with others or
of  reselling or  otherwise  disposing of all or any portion of the shares.  The
shares were  offered and sold in private  transactions  which were not part of a
distribution  of the shares,  and, in the case of those shares sold  pursuant to
Regulation S, the offers and sales were made in offshore  transactions and there
were no directed  selling efforts in the United States in connection  therewith.
We, or our officers or directors or our or their affiliates or  representatives,
had  a  pre-existing   personal  or  business  relationship  with  each  of  the
individuals and/or entities purchasing shares.

     The  proceeds  from the above sales of  unregistered  securities  were used
primarily to fund the day-to-day operations of the Company.


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 March 31, 2002.


ITEM 5.           OTHER INFORMATION

     In February 2002, Tom Djokovich was terminated as Chief  Executive  Officer
of the Company, effective immediately.  Prior to the termination,  Mr. Djokovich
rescinded  his  employment  contract,  signed a mutual  release and relieved the
Company from paying deferred  compensation owed to him and a related  Promissory
Note  and  Security  Agreement.   As  a  result  of  a  miscommunication  and/or
misunderstanding  between the Company and Mr. Djokovich, we erroneously reported
on our Annual Report on Form 10-KSB, filed on April 16, 2002, that Mr. Djokovich
had  resigned  from the  Company's  Board of  Directors.  As of the date of this
filing,  by  mutual  agreement  of the  parties,  it is  acknowledged  that  Mr.
Djokovich has been reinstated as a member of the Company's Board of Directors.


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


                                      -25-


<PAGE>

       9.0        **Form of Irrevocable Voting Proxy in favor of Net Integrated
                  Systems, Ltd.
     10.37        **Form of Stock Transfer Letter between shareholder and Net
                  Integrated Systems, Ltd.
     10.38        **Form of Stock Option Agreement between shareholder and Net
                  Integrated Systems, Ltd.
     10.39        **Form of First Amendment to Stock Option Agreement between
                           shareholder and Net Integrated Systems, Ltd.
     10.40        **Form of Stock Pledge Agreement between shareholder and Net
                  Integrated Systems, Ltd.
     10.41        **Management Agreement between Accesspoint Corporation,
                           Processing Source International, Inc. and Net
                           Integrated Systems, Ltd.
     10.42        **Revolving Line of Credit Agreement
     10.43        **Secured Loan Agreement
     21.00        *List of Subsidiaries


     *   Incorporated by reference from the exhibit to the Annual Report on Form
         10-KSB filed by us on April 16, 2001
     **  Incorporated  by  reference  from the exhibit to the Current  Report on
         Form 8-K filed by us on January 14, 2002


     B.  REPORTS ON FORM 8-K

         On January 14, 2002, we filed a Current Report on Form 8-K  disclosing,
among other things,  a change in control in the Company  resulting from a series
of  agreements  between  the  Company  and  Net  Integrated  Systems,  Ltd.,  in
conjunction with a Five Million Dollar  ($5,000,000)  Secured  Revolving Line of
Credit. For a more detailed discussion of this transaction,  please refer to the
documents  filed  with  our  Report  on 8-K  filed  on  January  14,  2002,  and
incorporated hereby.


                                      -26-


<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, in the City of Los Angeles, State
of California, on the 16th day of May, 2002.


Dated:  May 16, 2002                       ACCESSPOINT ORPORATION


                                           By:  /s/ MARCIA ALLEN
                                           ----------------------------
                                           Marcia Allen,
                                           President and Director


                                           By:  /s/ CHRISTINE CROCKER
                                           ----------------------------
                                           Christine Crocker,
                                           Secretary and Director


     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/ MARCIA ALLEN                    President & Director            May 16, 2002
----------------------
Marcia Allen


/s/ CHRISTINE CROCKER               Secretary & Director            May 16, 2002
----------------------
Christine Crocker


                                      -27-