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


                                  FORM 10-QSB/A

                                 AMENDMENT NO. 1

                                       TO

                                   (MARK ONE)


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

                  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                               (I.R.S. Employer
 Incorporation or 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


                                      -1-


<PAGE>



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 ]



                                EXPLANATORY NOTE


This  Quarterly  Report on Form  10-QSB/A  ("Form  10-QSB/A")  is being filed as
Amendment No. 1 to the  Registrant's  Quarterly Report on Form 10-QSB filed with
the Securities and Exchange  Commission on May 20, 2002 ("Form  10-QSB") for the
purpose of amending Items 1 and 2 of Part I of Registrant's Form 10-QSB. We have
no further changes to the previously filed Form 10-QSB.  All information in this
Form 10-QSB/A is as of March 31, 2002,  and does not reflect,  unless  otherwise
noted,  any subsequent  information  or events other than the changes  mentioned
above.




                             ACCESSPOINT CORPORATION
                      AMENDED 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

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.

As discussed in Note I to the financial statements,  the Company's Notes Payable
previously  reported as $1,110,250 should have been $1,410,250.  As discussed in
Note K to the financial  statements,  the  Company's  Deferred  Financing  Costs
should have been reported as $6,326,381  and related  amortization  of $316,319.
This discovery was made subsequent to the issuance of the financial  statements.
The financial statements have been restated to reflect these corrections.



May 16, 2002, except for Notes I and K, as to which the date is July 12, 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                                $    194,467       $     78,229
           Accounts receivable, net                                      384,768            255,873
           Inventory                                                       8,404              6,366
           Other receivables                                                   0                  0
           Prepaid expenses                                               13,034             13,807
                                                                    ____________       ____________

                   Total Current Assets                                  600,673            354,275
                                                                    ____________       ____________

Fixed Assets
           Furniture and equipment (net)                                 332,994            401,685
                                                                    ____________       ____________

                  Total Fixed Assets                                     332,994            401,685
                                                                    ____________       ____________

Other Assets
           Deferred financing costs (net)                              5,972,648                  0
           Goodwill                                                      500,000                  0
           Deposits                                                      291,597            292,058
                                                                    ____________       ____________

                   Total Other Assets                                  6,764,245            292,058
                                                                    ____________       ____________

           Total Assets                                             $  7,697,912       $  1,048,018
                                                                    ============       ============


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ____________________________________

                                                                     March 31,         December, 31
                                                                       2002                2001
                                                                    ____________       ____________
Current Liabilities
           Accounts payable and accrued expenses                    $  1,649,014       $  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                                                703,252                  0


                                      -6-


<PAGE>

           Current portion, capitalized leases                           289,941            303,158
           Current portion, notes payable                              1,410,250          1,111,500
                                                                    ____________       ____________

           Total Current Liabilities                                   5,484,589          4,632,601

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

           Total Liabilities                                           5,484,589          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                                 14,475,251          8,092,519
           Retained deficit                                          (12,286,517)       (11,701,533)
                                                                    ____________       ____________

           Total Stockholders' Equity                                  2,213,323         (3,584,583)
                                                                    ____________       ____________

           Total Liabilities and Stockholders' Equity               $  7,697,912       $  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                                                          2,218,823            253,169
                                                                    ____________       ____________

           Gross profit                                                  762,664            646,019

Selling expenses                                                           1,000             50,150

General and administrative expenses                                    1,016,869          1,626,518
                                                                    ____________       ____________

           Income (loss) from operations                                (255,205)        (1,030,649)
                                                                    ____________       ____________

Other (Income) Expense
           Interest income                                               (3,964)                (16)
           Penalties                                                         295             71,976
           Bad debt expense                                              143,357             23,612
           Amortization financing costs                                  316,319                  0
           Interest expense                                               55,434             55,222
                                                                    ____________       ____________

           Total Other (Income) Expense                                  511,441            150,794
                                                                    ____________       ____________

           Income (loss)  before income taxes
                and extraordinary items                                 (766,646)        (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                            (545,169)        (1,181,443)
                                                                    ____________       ____________

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

           Net income (loss)                                        $   (547,569)      $ (1,185,943)
                                                                    ============       ============


                                      -8-


<PAGE>



           Net loss per share (basic and diluted)
                Basic                                               $      (0.02)      $      (0.07)
                Diluted                                             $      (0.02)      $      (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)                                        $   (547,569)      $ (1,185,943)

Adjustments to reconcile net loss to net cash
used in operating activities:
           Amortization                                                  316,319                  0
           Depreciation                                                   83,785             80,981
           Gain on forgiveness of deferred compensation                 (221,477)                 0
           Decrease (Increase) in receivables                           (128,895)           (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                                     181,326             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                                             133,608            294,949
                                                                    ____________       ____________

           Net cash used in operations                                  (413,961)          (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                                     703,252                  0
           Payments on notes payable                                    (201,250)                 0
           Payments on capital leases                                    (13,217)           (48,954)
           Sale of stock                                                  56,509          1,072,155
                                                                    ____________       ____________

           Net cash provided by financing activities                     545,294          1,023,201
                                                                    ____________       ____________


                                      -10-


<PAGE>


           Net change in cash and cash equivalents                       116,238             96,815
                                                                    ____________       ____________

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

           Cash and cash equivalents at end of year                 $    194,467       $    128,769
                                                                    ============       ============

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

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

                Note issued on portfolio purchase                   $    500,000       $          0
                                                                    ____________       ____________


             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                           $(11,738,947)      $ (7,832,485)
           Net income (loss)                                            (547,569)        (3,906,462)
                                                                    ____________       ____________

           Balance at end of period                                  (12,286,517)       (11,738,947)
                                                                    ____________       ____________

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                             14,418,900          5,390,011
           Sale of common stock                                           56,350          2,702,508
           Transfer of common stock                                            0          6,326,381
                                                                    ____________       ____________

           Balance at end of period                                   14,475,251         14,418,900
                                                                    ____________       ____________

Total stockholders' equity at end of period                         $  2,213,323       $  2,704,384
                                                                    ============       ============


              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 December  31,  2001,  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  fee.  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
         Independent  Agent  marketplace 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 who 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 AND GOODWILL
         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      $  (547,569)      $(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                               $     (0.02)      $     (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
         $703,252  against a $5,000,000  line-of-credit  that was established in
         December 2001 with Net Integrated  Systems Ltd. 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 all 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,  former  Officer  and former
         Director  of the  Company  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 is also
         seeking a temporary and permanent 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 is  currently 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  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 a 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 - MERCHANT PORTFOLIO PURCHASE AGREEMENT

         On February  25,  2002,  the Company  purchased a portfolio of residual
         compensation  identified  as a  merchant  base  held by Chase  Merchant
         Services  from another  corporation.  The purchase  price was $500,000,
         payable in installments  starting February 27, 2002 and ending November
         25, 2002.


NOTE J - 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 had time to respond to the demand, however, it does not
         believe that the allegations have any merit. The claim asks for 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 K - DEFERRED FINANCING COSTS

         In  accordance  with APB 21 and SAB 79,  the  Company  has  recorded  a
         deferred  financing cost asset of  $6,326,381.  This amount is based on
         the number of shares that three  shareholders  directly  transferred to
         Net  Integrated  Systems Ltd.  (NIS) as an inducement  for NIS to enter
         into the Revolving Line of Credit Agreement.

         This  amount  is  calculated  by  multiplying   the  4,486,795   shares
         transferred by $1.41 per share.  The share price represents the closing
         market value of the Company's stock on December 20, 2001,  reduced by a
         ten percent (10%)  discount due to the Rule 144 stock  restrictions  on
         these shares.


                                      -21-


<PAGE>


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


NOTE K - DEFERRED FINANCING COSTS (CONTINUED)

         The entry to record this transaction is to debit the deferred financing
         cost asset and to credit  additional  paid in  capital.  The Company is
         amortizing  the  deferred  financing  cost over the life of the line of
         credit,  which is five years.  For the year ended December 31, 2001 the
         Company recorded amortization expense of $37,414. For the quarter ended
         March 31, 2002 the Company recorded amortization expense of $316,319.


NOTE L - 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.

         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.


                                      -22-


<PAGE>


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


NOTE L - GOING CONCERN (CONTINUED)

         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.



                                      -23-


<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.

     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  online  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

     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
$2,218,823 from $253,169 for the three months ended March 31, 2001. The increase
of $1,965,654 or 776.42%  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 $1,000 from $50,150 for the three months ended March 31, 2002. This
decrease  of  $49,150,  or 98.01%,  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 $1,016,869  from  $1,626,518 for the three months ended March
31,  2001.  The  decrease of  $609,649,  or 37.48%,  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
$51,470,  as compared to $55,206 for the three months ended March 31, 2001.  The
decrease of $3,736,  or 6.77% in interest  expense  resulted  primarily from the
Company's static cost of debt.

     Other (Income) Expense,  net of Interest expense was $456,007 for the three
months ended March 31,  2002,  as compared to $95,572 for the three months ended
March 31, 2001. This increase of $360,435,  or 377.13%,  resulted primarily from
the increase of bad debt expense and amortization  financing costs for the three
months  ended March 31, 2002 of  $142,766,  as compared to $23,612 for the three
months ended March 31, 2001.


                                      -24-


<PAGE>


     Net losses for the three  months  ended  March 31,  2002 and March 31, 2001
were  $(547,569)  and  $(1,185,943),  respectively.  The  decrease  in  loss  of
$638,374, or 53.83%, 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  $194,467,  compared to
$128,769 at March 31, 2001, an increase of $65,698,  which  represented a growth
of 51.02%.

     Net Cash used in  operations  decreased  from $890,994 for the three months
ended March 31, 2001 to $413,961  for the three months ended March 31, 2002 or a
resulted efficiency in cash of $477,033 or 53.54%. 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 $545,294 from  financing  activities  as compared to $1,023,201  for the
three months ended March 31, 2001. The decrease of $477,907, or 46.71%, 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.

     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 Ltd. 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").


                                      -25-


<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 22nd day of July, 2002.


Dated:  July 22, 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            July 22, 2002
______________________
Marcia Allen


/s/ CHRISTINE CROCKER             Secretary & Director            July 22, 2002
______________________
Christine Crocker


                                      -26-