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


                                   FORM 10-QSB

                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                   (MARK ONE)

               / X / FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 2001

                                       OR

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

     FOR THE TRANSITION PERIOD FROM ________________ TO ___________________


                      COMMISSION FILE NUMBER _____________


                          ACCESSPOINT CORPORATION, INC.
 -------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)



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

(State or Other Jurisdiction of                  (I.R.S. Employer Identification
 Incorporation or Organization)                             Number)

 38 Executive Park, Suite 350, Irvine, CA                    92614
------------------------------------------            ---------------------

 (Address of Principal Executive Offices)                  (Zip Code)


       Registrant's Telephone Number, Including Area Code: (949) 852-8526

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
Yes  / X /
No  /   /

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock as of the latest practicable date.

 Common stock, $0.001 par value                      20,625,023
             (Class)                       (Outstanding at JULY 31, 2001)


  TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE) YES / X / NO /  /


<PAGE>


                             Accesspoint Corporation
                          Form 10-QSB Quarterly Report
               AS OF AND FOR THE THREE MONTHS ENDED JUNE 30, 2001


                                TABLE OF CONTENTS


PART I.     -     FINANCIAL INFORMATION

Item 1.           Interim Consolidated Financial Statements:
                  Consolidated Balance Sheets as of June 30, 2001 and December
                    31, 2000
                  Consolidated Statements of Operations for the three and six
                    months ended, June 30, 2001 and 2000
                  Consolidated  Statements of Cash Flows for the six months
                    ended June 30, 2001 and 2000
                  Notes to Consolidated Financial Statements

Item 2.           Management's Discussion and Analysis of Financial Condition
                    and Results of Operations

PART II.    -     OTHER INFORMATION

Item 1.           Legal Proceedings

Item 2.           Changes in Securities and Use of Proceeds

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>


PART I - FINANCIAL INFORMATION

Item 1.     Consolidated Financial Statements








                             ACCESSPOINT CORPORATION

                  CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

                             June 30, 2001 and 2000





                                       3

<PAGE>





                             ACCESSPOINT CORPORATION
                  CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
                             June 30, 2001 and 2000

                                TABLE OF CONTENTS








Independent Accountant's Report                                            5

Consolidated Balance Sheets                                                6

Consolidated Statements of Operations                                      7

Consolidated Statements of Cash Flows                                      8

Consolidated Statements of Changes in Stockholders' Equity                 9

Notes to Consolidated Financial Statements                                 10





                                       4


<PAGE>






                         INDEPENDENT ACCOUNTANT'S REPORT






To the Board of Directors
ACCESSPOINT CORPORATION
Irvine, California

Members of the Board:

We have reviewed the  accompanying  consolidated  balance  sheets of Accesspoint
Corporation and its  subsidiaries  ("the Company") as of June 30, 2001 and 2000,
and the related consolidated statements of operations,  changes in stockholders'
equity,  and cash  flows for the three  months  and six months  then  ended,  in
accordance  with  Statements on Standards  for  Accounting  and Review  Services
issued  by  the  American  Institute  of  Certified  Public   Accountants.   All
information  included in these financial statements is the representation of the
management of the Company.

A review consists  principally of inquiries of Company  personnel and analytical
procedures  applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, 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  financial  statement  in  order  for them to be in
conformity with generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note P to the
consolidated financial statements, the Company has suffered recurring losses and
cash  shortages.  These  issues  raise  substantial  doubt  about its ability to
continue  as a going  concern.  The  consolidated  financial  statements  do not
include any adjustment that might result from the outcome of this uncertainty.







July 28, 2001
Los Angeles, California



                                       5
<PAGE>


<TABLE>
<CAPTION>

                             ACCESSPOINT CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                                   (unaudited)

                                     ASSETS
                                                                       June 30,          December, 31
                                                                         2001                2000
                                                                     ------------        ------------
<S>                                                                   <C>                 <C>
Current Assets
         Cash and cash equivalents                                      $173,468             $31,954
         Accounts receivable, net                                        274,511             200,624
         Inventory                                                         6,958               1,911
         Other receivables                                                 6,948              16,682
         Prepaid expenses                                                 31,619              26,429
                                                                     ------------        ------------
                 Total Current Assets                                    493,502             277,600
                                                                     ------------        ------------
Fixed Assets
         Furniture and equipment (net)                                   608,997             719,167
                                                                     ------------        ------------
                 Total Fixed Assets                                      608,997             719,167
                                                                     ------------        ------------
Other Assets
         Deposits                                                        366,675             413,796
                                                                     ------------        ------------
                 Total Other Assets                                      366,675             413,796
                                                                     ------------        ------------
        Total Assets                                                  $1,469,175          $1,410,563
                                                                     ============        ============


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                       June 30,          December, 31
                                                                        2001                 2000
                                                                     ------------        ------------
Current Liabilities
         Accounts payable and accrued expenses                        $1,736,268          $1,420,337
         Accrued payroll taxes and penalties                             863,710             704,971
         Deferred compensation                                           221,477             223,977
         Current portion, capitalized leases                             230,126             210,704
         Current portion, notes payable                                1,006,500             992,500
                                                                     ------------        ------------
         Total Current Liabilities                                     4,058,081           3,552,489
Capital Lease obligations, net of current portion                        164,269             283,990
Notes payable, net of current portion                                          0                   0
                                                                     ------------        ------------

        Total Liabilities                                              4,222,350           3,836,479
                                                                     ------------        ------------

Stockholders' Equity

         Common stock, $.001 par value, 25,000,000
              shares authorized, 20,244,523 and 16,557,560
              issued and outstanding, respectively                        20,245              16,558
         Preferred Stock, $.001 par value, 5,000,000 shares
              authorized, 1,623,000  and 0 shares issued
              and outstanding, respectively                                1,623                   0
         Additional paid in capital                                    7,198,410           5,390,011
         Retained deficit                                             (9,973,453)         (7,832,485)
                                                                     ------------        ------------

         Total Stockholders' Equity                                   (2,753,175)         (2,425,916)
                                                                     ------------        ------------

         Total Liabilities and Stockholders' Equity                   $1,469,175          $1,410,563
                                                                     ============        ============

<FN>
The accompanying notes are an integral part of these consolidated financial statements
</FN>
</TABLE>

                                       6
<PAGE>

<TABLE>
<CAPTION>

                             ACCESSPOINT CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

                                                                  Three Months Ended                 Six Months Ended
                                                             June 30,            June 30,       June 30,       June 30,
                                                               2001                2000           2001           2000
                                                           ------------        ------------   ------------   ------------

<S>                                                         <C>                 <C>           <C>            <C>
Sales, net                                                  $1,001,633            $755,852    $1,904,911     $1,074,094

Cost of sales                                                  508,370              42,727       765,901         97,783
                                                           ------------        ------------   -----------    -----------
         Gross profit                                          493,263             713,125     1,139,010        976,311

Selling expenses                                                77,154              44,732       218,212         89,891

General and administrative expenses                          1,274,319           1,599,863     2,809,050      2,707,510
                                                           ------------        ------------   -----------    -----------

         Income (loss) from operations                        (858,210)           (931,470)   (1,888,252)    (1,821,090)
                                                           ------------        ------------   -----------    -----------

Other (Income) Expense
         Interest income                                        (2,831)                  0        (2,847)        (1,108)
         Penalties                                              36,256                   0       108,232              0
         Bad debt expense                                       13,800                   0        37,411        375,797
         Other                                                       0                   0        (3,167)             0
         Interest expense                                       54,666              28,886       109,888         21,675
                                                           ------------        ------------   -----------    -----------
         Total Other (Income) Expense                          101,891              28,886       249,516        396,364
                                                           ------------        ------------   -----------    -----------

         Income (loss)  before
                income taxes                                  (960,101)           (960,357)   (2,137,768)    (2,217,454)

Provison for income taxes                                        1,300                 800         3,200            800
                                                           ------------        ------------  ------------   ------------
         Net income (loss)                                   ($961,401)          ($961,157)  ($2,140,968)   ($2,218,254)
                                                           ============        ============  ============   ============

         Net loss per share (basic and diluted)
              Basic                                             ($0.05)             ($0.06)       ($0.12)        ($0.14)
              Diluted                                           ($0.05)             ($0.06)       ($0.12)        ($0.14)

         Weighted average number of shares
              Basic                                         18,992,955          15,585,537    18,390,722     15,585,537
              Diluted                                       18,992,955          15,585,537    18,390,722     15,585,537


<FN>
The accompanying notes are an integral part of these consolidated financial statements
</FN>
</TABLE>

                                       7

<PAGE>
<TABLE>
<CAPTION>

                             ACCESSPOINT CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
                                                                              Six Months Ended
                                                                       June 30,            June 30,
                                                                         2001                2000
                                                                     ------------        ------------

<S>                                                                  <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
         Net Income (loss)                                           ($2,140,968)        ($2,218,254)

Adjustments to reconcile net loss to net cash
used in operating activities:
         Amortization                                                          0                 132
         Depreciation                                                    164,129             150,203
         Decrease (Increase) in receivables                              (73,887)            347,889
         Decrease (Increase) in inventory                                 (5,047)            (16,906)
         Decrease (Increase) in other receivables                          9,735              (4,200)
         Decrease (Increase) in prepaid expenses                          (5,190)              6,371
         Decrease (Increase) in deposits                                  47,121            (150,951)
         Decrease (Increase) in intangibles                                    0               2,481
         (Decrease) Increase in accounts payable
              and accrued expenses                                       315,931              77,876
         (Decrease) Increase in accrued payroll taxes                    158,739                   0
         (Decrease) Increase in deferred compensation                     (2,500)                  0
                                                                     ------------        ------------
         Total Adjustments                                               609,031             412,895
                                                                     ------------        ------------
         Net cash used in operations                                  (1,531,937)         (1,805,359)
                                                                     ------------        ------------

CASH FLOWS FROM INVESTING ACTIVITIES
         Purchase of furniture and equipment                             (53,959)           (374,576)
                                                                     ------------        ------------
         Net cash used in investing activities                           (53,959)           (374,576)
                                                                     ------------        ------------

CASH FLOWS FROM FINANCING ACTIVITIES
         Issuance of notes payable                                        14,000             622,073
         Payments on capital leases                                     (100,299)                  0
         Sale of stock                                                 1,813,709           1,588,161
                                                                     ------------        ------------
         Net cash provided by financing activities                     1,727,410           2,210,234
                                                                     ------------        ------------
         Net change in cash and cash equivalents                         141,514              30,299
                                                                     ------------        ------------
         Cash and cash equivalents at beginning of year                   31,954              54,348
                                                                     ------------        ------------
         Cash and cash equivalents at end of year                       $173,468             $84,647
                                                                     ============        ============
         Supplemental cash flows disclosures:
              Income tax payments                                         $2,900                $800
                                                                     ------------        ------------
              Interest payments                                          $24,498             $21,675
                                                                     ------------        ------------
              Non cash investing and financing
                  Addition of equipment on capital leases                     $0            $147,079
                                                                     ------------        ------------

<FN>
The accompanying notes are an integral part of these consolidated financial statements
</FN>
</TABLE>

                                       8

<PAGE>
<TABLE>
<CAPTION>

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

                                                                        June 30,         December 31,
                                                                          2001               2000
                                                                     ------------        ------------
<S>                                                                  <C>                 <C>
Retained (deficits)
         Balance at beginning of period                              ($7,832,485)        ($2,611,238)
         Net income (loss)                                            (2,140,968)         (5,221,247)
                                                                     ------------        ------------
         Balance at end of period                                     (9,973,453)         (7,832,485)
                                                                     ------------        ------------
Common stock, par value $.001 (thousands of shares)
         Balance at beginning of period                                   16,558              14,832
         Common stock issued                                               3,687               1,726
                                                                     ------------        ------------

         Balance at end of period                                         20,245              16,558
                                                                     ------------        ------------

Preferred stock, $.001 par value  (thousands of shares)
         Balance at beginning of period                                        0                   0
         Preferred stock issued                                            3,023                   0
         Preferred stock converted                                        (1,400)                  0
                                                                     ------------        ------------

         Balance at end of period                                          1,623                   0
                                                                     ------------        ------------

Additional paid in capital
         Balance at beginning of period                                5,390,011           2,315,265
         Sale of common stock                                          1,808,399           3,074,746
                                                                     ------------        ------------

         Balance at end of period                                      7,198,410           5,390,011
                                                                     ------------        ------------

Total stockholders' equity at end of period                          ($2,753,175)        ($2,425,916)
                                                                     ============        ============

<FN>
The accompanying notes are an integral part of these consolidated financial statements
</FN>
</TABLE>

                                       9

<PAGE>

<PAGE>


                             ACCESSPOINT CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     SIX MONTHS ENDED JUNE 30, 2001 AND 2000


Note A - NATURE OF ACTIVITIES

         Incorporated  in the State of  Nevada,  Accesspoint  Corporation  ("the
         Company") is a "C" Corporation as organized under the Internal  Revenue
         Code. 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 Web
         site, 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 our growing  national sales
         channel to market a single source solution to merchants and businesses.
         Clients  enjoy the  benefits of a  versatile,  powerful,  multi-purpose
         system  that  provides  a  comprehensive  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
         proprietary  technology,  prospective  clients can be  approved  within
         minutes, instead of the several-day time frame typically implemented by
         the Company's competition.

         Through its technology group, Accesspoint is also positioning itself to
         become the  infrastructure  solution  provider  for Point of Sale (POS)
         terminal  manufacturers.  This could offer tremendous opportunity since
         the  next  wave of  smart  POS  terminals  will be  designed  to  offer
         merchants new revenue  generating  opportunities  with services such as
         electronic coupons, logo placement,  processing of Internet orders, and
         the reduction of charge backs through signature capture.

         Consequently, Accesspoint's business model provides much more than just
         transaction  processing.  In fact,  its suite of  products  include  a)
         in-store and online transaction processing and accounting, b) automated
         web  design and  catalog  management,  c)  merchandising  and  benefits
         management,  d) order  fulfillment and tracking services and e) a whole
         host of reporting tools.

         The Company  currently  offers bundled  services to  Independent  Sales
         Organizations (ISO's), which resell products and services to merchants.
         With Accesspoint, the ISO can achieve automated real time underwriting,
         instant approval,  Merchant ID generation and reconciliation,  merchant
         portfolio  management and residual tracking.  This creates  operational
         efficiencies  that go to the ISO's bottom line,  thus  improving  sales
         force  motivation and retention in an industry  where  residual  income
         produces a critical component of an agent's  compensation.  Accesspoint
         is positioning to become the bundled services leader in the Independent
         Sales Organization segment.


                                       10
<PAGE>



                             ACCESSPOINT CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     SIX MONTHS ENDED JUNE 30, 2001 AND 2000


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 and six months  ended June 30,  2001 and 2000 are
         not necessarily  indicative of the results that may be expected for the
         year ending  December 31, 2001, 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 financial statements and
         accompanying  notes,  included in the  Company's  Annual Report for the
         year ended December 31, 2000.

         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,  leasing of credit card  equipment
         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.,  Yamahamas,  Inc.  (subsequently renamed Accesspoint
         Corporation), Accesspoint Corporation (subsequently dissolved), and its
         wholly owned  subsidiaries  Processing Source  International  (PSI) and
         Black Sun  Graphics  (BSG).  All  material  intercompany  accounts  and
         transactions 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


                                       11
<PAGE>



                             ACCESSPOINT CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     SIX MONTHS ENDED JUNE 30, 2001 AND 2000


Note B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
         ------------------------------------------------------

         customer requirements, limited operating history, and the volatility of
         public markets.

         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. 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

         INVENTORY
         Inventory is valued at the lower of cost or market;  cost is determined
         on the weighted  average  method.  As of June 30, 2001 and December 31,
         2000 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.


                                       12
<PAGE>




                             ACCESSPOINT CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     SIX MONTHS ENDED JUNE 30, 2001 AND 2000


         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.

Note C - BUSINESS COMBINATIONS

         In May  2000  the  Company  completed  the  acquisition  of  Black  Sun
         Graphics,  Inc.  (a  California  Corporation),   and  accordingly,  the
         operating  results of the acquired  company  have been  included in the
         accompanying condensed consolidated financial statements since the date
         of acquisition.  The aggregate  purchase price of this  acquisition was
         approximately $350,000, comprised of 70,000 shares of restricted common
         stock.

         In April 2000 the Company completed the acquisition by JSJ Capital III,
         Inc.  ( a  Nevada  Corporation),  with  Accesspoint  as  the  surviving
         corporation. The separate existence of JSJ Capital III ceased as of the
         date of  completion  of the  acquisition.  All issued  and  outstanding
         shares of JSJ  Capital  III were  converted  into the right to  receive
         shares  of  Accesspoint  upon  completion  of  the   acquisition.   The
         transaction  has  been  accounted  for as a  reverse  acquisition.  The
         transaction  is a merger of a public  non-reporting  operating  company
         (old   Accesspoint)   into  a  non-operating   reporting  public  shell
         corporation  with nominal  assets.  The owners of Accesspoint  obtained
         operating  control of the combined company after the transaction.  This
         transaction has been recorded as a capital  transaction,  rather than a
         business combination, equivalent to the issuance of stock by the public
         non-reporting  company  for  the  net  monetary  assets  of  the  shell
         corporation,  accompanied  by a  recapitalization.  The  accounting  is
         identical

                                       13
<PAGE>



                             ACCESSPOINT CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     SIX MONTHS ENDED JUNE 30, 2001 AND 2000


Note C - BUSINESS COMBINATIONS (CONTINUED)

         to that resulting from a reverse  acquisition,  except that no goodwill
         or other intangible has been recorded.

         In March 1999 the Company completed a reverse acquisition by Yamahamas,
         Inc.  (a  Nevada   Corporation),   with   Yamahamas  as  the  surviving
         corporation.  The separate  existence of  Accesspoint  ceased as of the
         date of  completion  of the  acquisition.  A total of 2,271,763  common
         shares were  exchanged in a 1:4.62  ratio.  All issued and  outstanding
         shares of  Accesspoint  Corporation  were  converted  into the right to
         receive shares of Yamahamas,  Inc. upon completion of the  acquisition.
         Subsequent  to the  completion of the reverse  acquisition,  Yamahamas,
         Inc.  changed  its name to  Accesspoint  Corporation  and trades on the
         NASDAQ Bulletin Board Market under the symbol ASAP.

         The  transaction has been accounted for as a reverse  acquisition.  The
         transaction   is  a  merger  of  a  private   operating   company  (old
         Accesspoint) into a non-operating public shell corporation with nominal
         assets. The owners of old Accesspoint obtained operating control of the
         combined company after the transaction.

         In July 1999, the Company acquired PSI by exchanging  516,062 shares of
         its common  stock for all the issued and  outstanding  common  stock of
         PSI. The acquisition  has been accounted for as a  pooling-of-interests
         under APB No. 16. Accordingly,  all prior period consolidated financial
         statements presented have been restated to include the combined results
         of  operations,  financial  position and cash flows of PSI as though it
         has always been a part of the Company.

         The results of operations  for the separate  companies and the combined
         amounts  presented  in the  consolidated  financial  statements  are as
         follows:

                                             June 30,                June 30,
                                               2001                     2000
                                               ----                     ----
         Sales
                  Accesspoint               $   741,137            $   261,750
                  PSI                           964,820                629,766
                  Black Sun Graphics            303,729                182,579
                  Eliminations                 (104,775)                     0
                                            ------------           ------------
                  Combined                  $ 1,904,911            $ 1,074,094
                                            ------------           ------------

         Net Income (loss)
                  Accesspoint               $(1,439,789)           $(1,730,735)
                  PSI                        (  767,599)            (  458,306)
                  Black Sun Graphics             66,420                (29,213)
                                            ------------           ------------
                  Combined                  $(2,140,968)           $(2,218,254)
                                            ------------           ------------

                                       14
<PAGE>



                             ACCESSPOINT CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     SIX MONTHS ENDED JUNE 30, 2001 AND 2000


Note D - CASH

         The Company  maintains its cash balances at various banks in the United
         States.  The  balances  are  insured by the Federal  Deposit  Insurance
         Corporation up to $100,000.  As of June 30, 2001 and December 31, 2000,
         there were no uninsured balances held at these banks.

Note E - FIXED ASSETS

         Fixed assets consist of the following:
                                                   June 30,       December 31,
                                                     2001             2000
                                                 -----------     -------------
            Furniture and fixtures               $    74,235     $      71,364
            Office equipment                         245,518           243,634
            Computer hardware and software         1,017,782           968,578
            Leasehold improvements                    67,236            67,236
                                                 -----------     -------------
                                                   1,404,771         1,350,812
            Accumulated depreciation                (795,774)         (631,645)
                                                 -----------     -------------

            Total                                $   608,997     $     719,167
                                                 -----------     -------------

         At June 30, 2001 and  December  31, 2000  included in fixed  assets are
         costs of $737,996 of assets recorded under capital leases.

         For the six months ended June 30, 2001 and the year ended  December 31,
         2000,  included in accumulated  depreciation are $392,520 and $295,474,
         recorded on assets under capital leases, respectively.

Note F- COMMITMENTS AND CONTINGENCIES

         Capital  Leases - The Company  leases  certain  machinery and equipment
         under capital leases. Future minimum payments under capital leases are:

                  2002                               $ 230,126
                  2003                                 145,314
                  2004                                  18,955


         OPERATING  LEASES - The Company  leases  certain of its  facilities and
         equipment under non-cancelable  operating leases. Future minimum rental
         payments  under leases that have  initial or  remaining  non-cancelable
         lease terms in excess of one year are:

                  2002                               $  331,388
                  2003                                   47,530
                  2004                                   35,659
                  2005                                      366


                                       15
<PAGE>


                             ACCESSPOINT CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     SIX MONTHS ENDED JUNE 30, 2001 AND 2000


Note F - COMMITMENTS AND CONTINGENCIES (CONTINUED)

         Rent  expense  for the six  months  ended  June  30,  2001 and 2000 was
         $245,246 and $173,178 respectively.

         EMPLOYMENT AGREEMENTS - The Company has entered into certain employment
         agreements as follows for the retention of key employees:

         Dated January 4, 1999 the Company entered into an employment  agreement
         for the services of Tom M.  Djokovich as Chief  Executive  Officer at a
         base  salary of two  hundred  thousand  dollars  ($200,000)  per annum,
         increasing  by at least ten percent  per annum for the  duration of the
         agreement.  The  agreement  also calls for the payment of cash  bonuses
         based on revenue and net income,  and the granting of stock  options to
         purchase fifty thousand  (50,000)  shares of the Company stock per year
         for the  duration of the  agreement  at an exercise  price of $2.00 per
         share. The agreement terminates on December 31, 2001.

         Dated August 1, 2000 the Company  entered into an employment  agreement
         for the services of Alfred  Urcuyo as President of PSI at a base salary
         of two hundred  thousand  dollars  ($200,000) per annum.  The agreement
         calls for  escalations  of base salary on  attainment  of certain gross
         revenue levels.  The agreement also calls for stock incentive  options,
         based on revenue attainment levels, of up to $100,000 annually based on
         the then current market value of the stock. The agreement terminates on
         July 31, 2006.

         The Company has also  entered into several  employment  contracts  with
         employees of PSI at varying  salary  levels for two-year  periods.  The
         agreements call for cash and stock incentive bonuses based on levels of
         gross revenue attainment.

         CONSULTING  AGREEMENTS  - In January  2001 the Company  entered  into a
         consulting agreement with another corporation for media relations. This
         agreement  stipulated  for the payment of 20,000 shares of common stock
         per month for the first  three  months and  16,666  shares of stock per
         month for an  additional  six  months  for  payment  of  services.  The
         corporation  was also granted  30,000 stock options for the purchase of
         common  stock at $1.00 per share for a period of twelve  months.  As of
         June 30, 2001 119,998 shares have been issued with a value of $208,914.

         The Company has entered into a consulting  agreement with an individual
         in an advisory  capacity.  Compensation for services is 6,000 shares of
         common stock issued pro-rata over twelve months and 2,400 stock options
         for the  purchase  of common  stock at an  exercise  price of $3.37 per
         share.  The stock options also vest pro-rata over twelve months.  As of
         June 30, 2001 the Company has issued 1,000 shares of stock with a value
         of $3,688 to this individual.



                                       16
<PAGE>



                             ACCESSPOINT CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     SIX MONTHS ENDED JUNE 30, 2001 AND 2000


Note F - COMMITMENTS AND CONTINGENCIES (CONTINUED)

         The  Company has  entered  into a  consulting  agreement  with  another
         company for their marketing  services.  The contract stipulates payment
         of 3,125 shares of stock for each of eight  agreed upon  projects for a
         total of 25,000 shares. Payment is to be made at the completion of each
         project.  As of June 30, 2001 3,125  shares have been issued under this
         agreement with a value of $4,883.

         The Company has entered into a consulting  agreement with an individual
         for financial and business  consulting  services.  As of June 30, 2001,
         50,690  shares had been  issued  under this  agreement  with a value of
         $101,250.

Note H - STOCK AND WARRANTS

         At June 30, 2001,  the Company has  25,000,000  shares  authorized  and
         20,244,573  shares issued and outstanding of common stock.  The Company
         had  5,000,000  shares  authorized  and  1,623,000  shares  issued  and
         outstanding preferred stock.

         In addition,  the Company had  outstanding at June 30, 2001,  1,735,000
         warrants  convertible into common shares at various prices ranging from
         $0.34 to $7.50, with expirations dates through April 2006.

                                              WEIGHTED AVERAGE  WEIGHTED AVERAGE
         EXERCISE PRICE RANGE      AMOUNT     CONTRACTUAL LIFE   EXERCISE PRICE
         --------------------      -------    ----------------  --------------
         $0.01 - $0.50           3,280,000       45 months            $0.34
         $0.51 - $4.99             510,000       48 months            $4.00
         $5.00 - $6.00             180,000       35 months            $5.96
         $7.00                   1,270,000       23 months            $7.00

         At June 30,  2001,  the  Company  has  common  stock  reserved  for the
         following reasons:

                  Exercise of common stock warrants           1,735,000
                  Exercise of employee stock options          3,506,477
                                                              ---------
                                                              5,241,477
                                                              ---------



                                       17
<PAGE>



                             ACCESSPOINT CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     SIX MONTHS ENDED JUNE 30, 2001 AND 2000


Note J - DEBT

         At June 30, 2001 and December 31, 2000,  the Company had notes  payable
         outstanding  in the  aggregate  amount of  $1,400,895  and  $1,487,194,
         respectively. Payable as follows:
<TABLE>
<CAPTION>

                                                                June 30,          December 31,
                                                                  2001                2000
                                                               ----------          ----------

         <S>                                                   <C>                 <C>
         Note payable to a trust of a related party,
         interest at 12% per annum, due on demand              $  100,000          $  100,000

         Note payable to a corporation, interest at 5%
         per annum, due on demand                                 127,500             127,500

         Note payable to an individual, interest at
         5% per annum, due on demand                              115,000             115,000

         Note payable to a related party, interest at
         10% per annum, due on demand                             160,000             160,000

         Note payable to a corporation, interest at
         5% per annum, due on demand                               40,000              40,000

         Note payable to a related party, interest at
         8% per annum, due May, 2002                               14,000                   0

         Note payable to a  corporation,  interest at
         8% per annum, due October 16, 2001, convertible
         at the option of the holder into common  stock
         equal to the face value of the note                      450,000             450,000

         Capitalized lease obligations, interest at
         varying rates, payments through May 2004                 394,395             494,694
                                                               ----------          ----------

                                                                1,400,895           1,487,194

                   Current portion                              1,236,626           1,203,204
                                                               ----------          ----------

                   Long-term portion                           $  164,269          $  283,990
                                                               ----------          ----------
</TABLE>

                                       18
<PAGE>



                             ACCESSPOINT CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                      SIX MONTHS ENDED JUNE, 2001 AND 2000


Note K - SECURITIES AGREEMENT

         On October  16,  2000,  the  Company,  in  conjunction  with a $450,000
         convertible  note (see Note I), issued a Callable  Common Stock Warrant
         and a Common Stock Warrant to another corporation.

         The Callable  Common Stock  Warrant's  term is from October 16, 2000 to
         October 16, 2002 for the purchase of up to  1,200,000  shares of common
         stock at $7.50 per share. The Company may elect to call this warrant at
         any time for $.0001 per warrant share, or $120 for the entire warrant.

         The Common Stock Warrant's term is from October 16, 2000 to October 16,
         2005. This warrant allows the holder to purchase up to 70,000 shares of
         common stock for 110% of the volume weighted average price per share on
         the day prior to exercise.

Note M - RELATED PARTY TRANSACTIONS

         Throughout the history of the Company,  certain members of the Board of
         Directors,  members of the immediate family of management,  and general
         management have made loans to the Company to cover  operating  expenses
         or operating deficiencies.

Note N - INCOME TAXES

         Total  Federal and State  income tax  expense for the six months  ended
         June 30, 2001 was $3,200. This amount represents the minimum annual tax
         liability  under  California  tax  code.  No  future  benefit  for  the
         realization  of an  operating  loss  carry-forward,  in the  form of an
         asset,  has been recognized due to the ongoing nature of the losses and
         the potential  inability for the Company to ever realize their benefit.
         For the period ended June 30, 2001, there is no difference  between the
         federal  statutory  tax rate and the  effective  tax rate.  At the year
         ended  December 31, 2000 the Company had available  net operating  loss
         carry-forwards   of   approximately   $7,000,000  after  adjusting  for
         limitation,  to be offset against future taxable income.  The operating
         loss carry forwards will expire at various dates through the year 2015.



                                       19
<PAGE>


                             ACCESSPOINT CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     SIX MONTHS ENDED JUNE 30, 2001 AND 2000


Note O - FAIR VALUE OF FINANCIAL INSTRUMENTS

         The carrying amounts of cash and cash equivalents, accounts receivable,
         deposits and accounts payable  approximate  their fair value because of
         the short maturity of those instruments.

         The carrying amounts of the Company's  long-term debt and capital lease
         obligations  approximate their fair value because of the short maturity
         and/or interest rates which are comparable to those currently available
         to the Company on obligations with similar terms.

Note P - GOING CONCERN

         The Company has suffered recurring losses and cash deficiencies.  These
         issues may 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 as it transitioned from a third party software and
         web services  provider to a primary  provider of financial  transaction
         underwriting,   processing  and  business  management  services.  These
         continued  investments  in both fixed  assets and  strategic  marketing
         agreements have provided the Company with expanded  revenue  generating
         capabilities.

         The  historical  operating  results of previous years of the Company do
         not  indicate  the  current  revenue  generating  opportunity  for  the
         Company.  Due to a substantial change in revenue origination we believe
         the  Company's  operating  trends and results can only be mapped to the
         current year's operating history.

         These trends can be seen in the numbers  generated during the first six
         months of this year. Since the launch of our processing operations, and
         the development of revenues from  transaction  settlement,  the Company
         has successfully  reduced the cost of overall operations,  exclusive of
         processing  interchange  fees,  by over 40%  while  experiencing  a 73%
         increase  in  revenues  from  4th  quarter  2000 to 2nd  quarter  2001.
         Additionally,  the Company saw a 526% increase in transaction  revenues
         between January and June of 2001.

         We anticipate that the continued successful development of our expanded
         role as a primary  processor will  contribute to both  predictable  and
         increased  revenues  during  the  first  full year of  operations  as a
         processor.  We  anticipate  being  able to finance  operations  through
         direct  revenues near the end of our first full year of operations as a
         processor.

         In the  near  term,  we  are  currently  engaged  in on  going  capital
         formation  efforts.  The Company is in discussions for the placement of
         debt and equity in an amount or amounts  sufficient  to fund the amount
         or amounts of the Company's projected deficits in the current year


                                       20
<PAGE>


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

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This Form  10-QSB  contains  forward-looking  statements  in  "Management's
Discussion and Analysis of Financial  Condition and Results of  Operations"  and
elsewhere.  These  statements  relate to future  events or our future  financial
performance.  In some cases,  you can  identify  forward-looking  statements  by
terminology such as "may", "will", "should", "expects", "plans",  "anticipates",
"believes",  "estimates",  "predicts", "potential" or "continue" or the negative
of such  terms  or  other  comparable  terminology.  These  statements  are only
predictions  and  involve  known  and  unknown  risks,  uncertainties  and other
factors,  including  the risks  outlined  under  "Factors That May Affect Future
Results and Market Price of Stock",  that may cause our or our industry's actual
results,  levels of  activity,  performance  or  achievements  to be  materially
different  from  any  future  results,  levels  of  activities,  performance  or
achievements expressed or implied by such forward-looking statements.

     Although we believe that the expectations  reflected in the forward-looking
statements  are  reasonable,  we  cannot  guarantee  future  results,  levels of
activity, performance or achievements. Moreover, neither we nor any other person
assumes responsibility for the accuracy and completeness of such statements.

OVERVIEW

     Our Company was  incorporated  in Nevada on October 11, 1995.  On March 19,
1999 we merged with Yamahama's, Inc., a Nevada corporation. On April 12, 2000 we
merged with J.S.J.  Capital,  III,  Inc.,  a Nevada  corporation.  Reference  to
Company or  Accesspoint  Corporation  in this  report  refers to the  historical
Accesspoint Corporation, unless the context otherwise requires.

     Accesspoint  Corporation is a vertically  integrated provider of electronic
transaction  processing  and  value-added  business  services.  Our  transaction
processing  service  routes,  authorizes,  captures,  and  settles  all types of
non-cash  payment   transactions   for  retailers  and  businesses   nationwide.
Accesspoint  services the payment  processing  needs of sellers by (1) providing
merchant underwriting,  risk management and account services, and (2) supporting
the network and  technology  services  necessary for both retail  (in-store) and
Internet point of sale transactions.  To this core function Accesspoint provides
sellers with a entire suite of integrated business  applications that centralize
the  management  of (A) both  in-store  and online  transaction  processing  and
accounting, (B) automated web site design, hosting services and catalog creation
and management,  (C) merchandising and benefits management, (D) order processing
and tracking services, and (E) a whole host of reporting and monitoring tools.

     Our  multi-application  e-payment and e-commerce  systems  provide a single
source solution to merchants, businesses and the sales organizations that market
our  products.  Our  clients  enjoy  the  benefits  of  a  versatile,  powerful,
multi-purpose  system that provides a comprehensive  level of payment acceptance
options  and  value-added  businesses  services  without  having to  manage  the
multiple business relationships normally required for these functions.

COMPARISON OF THREE MONTHS ENDED JUNE 30, 2001 AND 2000

     Revenues  for  the  three  months  ended,   June  30,  2001   increased  to
$1,001,633from  $755,852 for the three months ended, June 30, 2000. The increase
of $245,781,  or 32.5% is due  primarily to the growth of our sales  channel and
merchant  portfolio for our  transaction  processing and  underwriting  services
during this three-month period, which has been producing consistent revenues.

     Cost of sales  for the three  months  ended,  June 30,  2001  increased  to
$508,370 from $42,727 for the three months ended, June 30, 2000. The increase of
$465,643 or 1089.8% resulted  primarily from the growth in sales associated with
our transaction  processing and underwriting  services,  which include the costs
for settlement of transactions within various payment networks.


                                       21

<PAGE>


     Selling and marketing  expenses for the three months  ended,  June 30, 2001
increased to $77,154 from  $44,732 for the three  months  ended,  June 30, 2000.
This  increase of $32,422,  or 72.5%  resulted  primarily  from the  increase in
commissions  associated  with the  increase  in  transaction  revenues  from our
subsidiary. PSI.

     General and  administrative  expenses for the three months ended,  June 30,
2001 decreased to $1,274,319  from  $1,599,863 for the three months ended,  June
30, 2000. The decrease of $325,544,  or 20.3% resulted primarily from a decrease
in total payroll  expense of $120,477 from $748,613 in 2000 to $628,136 in 2001.
Depreciation expense also decreased in the amount of $3,854 from $87,001 in 2000
to $83,147 in 2001 due to the decrease in fixed assets.

     Interest  expense,  net,  for the three  months  ended,  June 30,  2001 was
$51,835,  as compared to $28,886 for the three months ended,  June 30, 2000. The
increase of $22,949,  or 79.4% in interest  expense  resulted  primarily from an
increase in interest expense associated with fixed assets financed under capital
lease agreements.

     Other expense,  net, for the three months ended, June 30, 2001 was $50,056.
This  includes  primarily the write-off of bad debt and the accrual of penalties
associated with unpaid payroll taxes.

     Net loss for the three  months  ended,  June 30, 2001 and the three  months
ended, June 30, 2000 was $(961,400) and $(961,157), respectively.

COMPARISON OF SIX MONTHS ENDED JUNE 30, 2001 AND 2000

     Revenues for the six months  ended,  June 30, 2001  increased to $1,904,911
from  $1,074,094  for the six months  ended,  June 30,  2000.  The  increase  of
$830,817,  or 77.4% is due  primarily  to the  growth of our sales  channel  and
merchant  portfolio for our  transaction  processing and  underwriting  services
during this three-month period, which has been producing consistent revenues.

     Cost of sales for the six months ended, June 30, 2001 increased to $765,901
from $97,783 for the six months ended,  June 30, 2000.  The increase of $668,118
or 683.3%  resulted  primarily from the growth in sales and the cost  associated
with the settlement of transactions within various networks with our transaction
processing and underwriting services.

     Selling and  marketing  expenses  for the six months  ended,  June 30, 2001
increased to $218,212 from $89,891 for the six months ended, June 30, 2000. This
increase  of  $128,321,  or  142.8%  resulted  primarily  from the  increase  in
commissions associated with the increase in sales from our subsidiary, PSI.

     General and administrative expenses for the six months ended, June 30, 2001
increased to $2,809,050 from $2,707,510 for the six months ended, June 30, 2000.
The  increase  of  $101,540,  or 3.8%  resulted  primarily  from an  increase in
consulting services and an increase in facilities expense.  Depreciation expense
also  increased  in the amount of $13,926  from  $150,203 in 2000 to $164,129 in
2001 due to the increase in fixed assets.

     Interest  expense,  net,  for the six  months  ended,  June  30,  2001  was
$107,041,  as compared to $20,567 for the six months ended,  June 30, 2000.  The
increase of $86,474,  or 420.5% in interest expense  resulted  primarily from an
increase in interest expense associated with fixed assets financed under capital
lease agreements, coupled with an accrual of loan interest associated with loans
and notes payable.

     Other expense,  net, for the six months ended,  June 30, 2001 was $142,475,
as compared to $375,797 for the six months ended, June 30, 2000. The decrease of
$233,322,  or 62.1% is primarily  as result of the decrease in the  write-off of
bad debt.

     Net loss for the six months ended,  June30,  2001 and the six months ended,
June 30, 2000 was $(2,140,968) and $(2,218,254), respectively.

LIQUIDITY AND CAPITAL RESOURCES

     Working capital  (deficit) at June 30, 2001 was $(3,564,579) as compared to
$(3,274,889) at December 31, 2000.

     We have funded our operations and working capital needs through a series of
private  equity and debt  offerings  including  Regulation  D and  Regulation  S
private placements and loans.

     Cash and cash  equivalents at June 30, 2001 were  $173,468,  an increase of
$141,514 from December 31, 2000. During the six months ended, June 30, 2001, the
Company used  $1,531,936  net cash in operating  activities as compared to using


                                       22

<PAGE>

$1,805,359 for the six months ended,  June 30, 2000.  This decrease of cash used
in operations of $273,423 was primarily a result of the decrease in the net loss
for 2001,  coupled with an increase in accounts payable and accrued expenses for
the six months ended, June 30, 2001.

     During the six months  ended,  June 30, 2001, we used $53,959 for investing
activities as compared to $374,576, for the six months ended, June 30, 2000. The
decreased  use of cash for  investing  activities  resulted  primarily  from the
decrease in acquisition of furniture and fixtures under fixed assets.

     During  the six months  ended,  June 30,  2001,  we  generated  net cash of
$1,727,410  from  financing  activities  as compared to  $2,210,234  for the six
months ended, June 30, 2000. The decrease of $482,824 resulted from our shift in
raising funds from debt financing to raising funds through private  placement of
common stock  pursuant to  Regulation  D, Rule 504, and  Regulation S, Rule 144.
Cash flows from the issuance of notes payable  decreased  $608,073 from $622,073
during  the six months  ended,  June 30,  2000 to $14,000  during the six months
ended, June 30, 2001.

     Without further equity  offerings  through private  placements,  we believe
that our cash, cash equivalents and short-term investments at June 30, 2001 will
not be sufficient to meet our liquidity needs over the next six months.

     We currently  leases  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. The major capital  expenditures we could incur if it needed
to move would be related to relocation of office  computers,  local area network
hardware, office telephony and office equipment and furniture. However, we house
our Internet  computer servers and Internet network  equipment and components at
the Exodus  Communications  Center located in Irvine, CA. We do not anticipate a
foreseeable need to re-locate its Internet  computer  servers,  Internet network
equipment and components.

     We had, at June 30, 2001, working capital of $(3,564,579).  We believe that
cash  generated  from  operations  will not be  totally  sufficient  to fund our
current and  anticipated  cash  requirements  for the remainder of this year. We
plan to obtain additional  financing from equity and debt placements.  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.  We have been
able to raise  capital  in a series of equity  and debt  offerings  in the past.
While there can be no assurances  that we will be able to obtain such additional
financing,  on terms  acceptable to us and at the times required,  or at all, we
believe that sufficient capital can be raised in the foreseeable future.


PART II - OTHER INFORMATION


Item 1.   Legal Proceedings.

     On May 10,  2001  Citicorp  Services  Inc.  brought  an action  against  us
claiming  breach of a real  property  lease.  The  action  pertained  to certain
premises subleased by us in Chicago  consisting of approximately  9,924 rentable
square  feet of space on the  seventh  floor of  Citicorp  Plaza.  The action is
pending in the Circuit Court of Cook County,  Illinois,  County Department,  Law
Division,  and was filed as Case Number 01105513.  The principle  parties to the
subject  litigation  are Citicorp  Services,  Inc. as plaintiff and  Accesspoint
Corporation as defendant. Citicorp has purported to elect to terminate our right
to possession of the subject premises  without  terminating the sublease and has
taken  possession of the subject  premises.  Citicorp asserts that the amount of
rent due from  Accesspoint  under sublease through April 30, 2001 is $74,863.63.
Citicorp  also asserts that  pursuant to  applicable  provisions  the  operative
sublease (and the prime lease as  incorporated  into the sublease),  Accesspoint
also owes Citicorp, in addition to the above amount, an amount equal to the rent
due for May 2001 under the sublease in the sum of $18,183.79.  Citicorp  alleges
that since taking  possession of the subject premises it has taken  commercially
reasonable steps to locate a replacement  tenant but as of the date of filing of
the  complaint  has been unable to do so. We are  pursuing  the  possibility  of
resolving the action prior to trial.


Item 2. Changes in Securities and Use of Proceeds

     On April 3,  2001,  Tom M.  Djokovich  assigned  a total of  31,248  of his
personal  options  to  purchase  shares  of our  common  stock to the  following
employees in equal amounts and at an exercise  price of $0.35 per share:  Carmen
Davila,  Asha Hira,  Maria  Santacruz,  and Marc  Diamond.  These options may be
exercised at any time from the date of issuance up until April 2, 2003.


                                       23

<PAGE>

     On March 23, 2001 we entered into Stock Bonus  Agreements  for the issuance
of 5,000  preferred  shares,  Series A, to Brian  Peterson,  and 5,000 preferred
shares,  Series A, to Al Cortez.  The shares will be issued in  accordance  with
separate Stock Bonus Agreements  between us, and the above persons,  as parts of
separate  compensation  packages  upon the  attainment  of the above  persons of
certain employment performance milestones. As of June 30, 2001, the above stated
shares have not been issued.

     On March 26, 2001 we entered into a Stock Bonus Agreements for the issuance
of 3,000 preferred shares,  Series A, to Caroline Renee Wilson.  The shares will
be issued in accordance with separate Stock Bonus Agreements between us, and the
above persons, as parts of separate compensation  packages,  upon the attainment
of the above person(s) of certain employment performance milestones.  As of June
30, 2001, the above stated shares have not been issued.

     On June 1, 2001 we entered into a Stock Bonus  Agreements  for the issuance
of 150,000  preferred  shares,  Series A, to Michael Butts,  and 2,000 preferred
shares,  Series A, to Maurice  Vasquez.  The shares will be issued in accordance
with separate Stock Bonus Agreements between us, and the above persons, as parts
of separate  compensation  packages upon the  attainment of the above persons of
certain employment performance milestones. As of June 30, 2001, the above stated
shares have not been issued.

     The forgoing stock bonus arrangements regarding preferred shares, Series A,
were entered into with the above persons as employee  incentive awards under our
1999 Stock  Incentive  Plan.  We did not publicly  offer any  securities  and no
underwriter was utilized and we paid no finder's fees,  discounts or commissions
in  connection  with the above  issuance.  The issuance  was exempt  pursuant to
Section 4(2) of the Act,  Regulation D promulgated  there under, and pursuant to
Section 25102(f) of the California Corporations Code. It is anticipated that the
above persons will acquire the preferred shares, Series A, for their own account
for investment  with no then present  intention of dividing their interests with
others or of  reselling  or  otherwise  disposing  of all or any  portion of the
preferred shares,  Series A. The preferred shares, Series A, will be issued in a
private transaction, which will not be part of a distribution of securities. We,
or our officers or directors or our or their affiliates or representatives,  had
a pre-existing  personal or business relationship with the above persons. We did
not publicly offer any securities and no underwriter was utilized and we paid no
finder's fees, discounts or commissions in connection with the above issuance.

     During the three months  ended,  June 30, 2001, we issued a total of 49,800
options to purchase  our common  stock to the  following  employees as set forth
below:

------------------------- ------------------- ----------------------------------
           EMPLOYEE             # OPTIONS              ($) EXERCISE PRICE
------------------------- ------------------- ----------------------------------
Maurice Vasquez                        1,680                            $ 1.600
------------------------- ------------------- ----------------------------------
Michael Butts                          3,600                            $ 1.600
------------------------- ------------------- ----------------------------------
Nazario Casiano                        6,000                            $ 0.875
------------------------- ------------------- ----------------------------------
Alvin Chau                             6,000                            $ 0.875
------------------------- ------------------- ----------------------------------
Al Cortez                              1,680                            $ 2.000
------------------------- ------------------- ----------------------------------
Walter Burch                           3,360                            $ 0.880
------------------------- ------------------- ----------------------------------
Kevin Nguyen                           6,000                            $ 0.875
------------------------- ------------------- ----------------------------------
Eric Odegard                           3,840                            $ 0.880
------------------------- ------------------- ----------------------------------
Caroline Renee Wilson                  1,600                            $ 1.875
------------------------- ------------------- ----------------------------------
Brian Peterson                         2,600                            $ 1.940
------------------------- ------------------- ----------------------------------
Rex Sanders                            1,440                            $ 1.150
------------------------- ------------------- ----------------------------------
Tom T. Terrones                       12,000                            $ 0.875
------------------------- ------------------- ----------------------------------
  TOTAL                               49,800   AVERAGE EXERCISE PRICE:  $ 1.285
------------------------- ------------------- ----------------------------------


     The  above  issuance  was  exempt  pursuant  to  Section  4(2) of the  Act,
Regulation D  promulgated  thereunder,  and pursuant to Section  25102(f) of the
California  Corporations  Code.  The  above  options  were  issued  in a private
transaction,  which was not part of a  distribution  of  securities.  We, or our
officers or  directors  or our or their  affiliates  or  representatives,  had a
pre-existing  personal or business  relationship with the above persons.  We did
not publicly offer any securities and no underwriter was utilized and we paid no
finder's fees, discounts or commissions in connection with the above issuance.

     On April 6, 2001 Al Urcuyo converted 1,400,000 preferred shares,  Series A,
into common shares of the Company. The shares issued upon conversion were issued
pursuant to the restrictions set forth in Rule 144 and pursuant to the exemption
afforded  under Rule 505 of Regulation D, and/or  Section 4(2) of the Securities
Act of 1933. We did not publicly offer any  securities  and no  underwriter  was
utilized and we paid no finder's  fees,  discounts or  commissions in connection
with the above issuance.


                                       24

<PAGE>

     On April 25,  2001 we sold  31,915  shares of common  voting  stock to Paul
Crupi,  an individual.  The shares were sold at a price of $0.94 per share for a
total purchase  price of $30,000.00.  The shares were sold pursuant to a written
agreement.  We did not publicly  offer any  securities  and no  underwriter  was
utilized  and we did not pay any finder's  fees,  discounts  or  commissions  in
connection with the above offer and sale. The offer and sale was exempt pursuant
to Section 4(2) of the Act,  Regulation  D, and pursuant to Section  25102(f) of
the  California  Corporations  Code.  Mr. Crupi  acquired the shares for his own
account for investment  with no then present  intention of dividing his interest
with others or of reselling or otherwise  disposing of all or any portion of the
shares. The shares were purchased in a private  transaction,  which was not part
of a  distribution  of the shares.  We, or our  officers or  directors or our or
their  affiliates or  representatives,  had a pre-existing  personal or business
relationship with Mr. Crupi.

     On April 25, 2001 we sold 187,500  shares of common  voting stock to Dennis
Parker, an individual.  The shares were sold at a price of $0.80 per share for a
total purchase price of $150,000.00.  The shares were sold pursuant to a written
agreement.  We did not publicly  offer any  securities  and no  underwriter  was
utilized  and we did not pay any finder's  fees,  discounts  or  commissions  in
connection with the above offer and sale. The offer and sale was exempt pursuant
to Section 4(2) of the Act,  Regulation  D, and pursuant to Section  25102(f) of
the California  Corporations  Code.  Mr. Parker  acquired the shares for his own
account for investment  with no then present  intention of dividing his interest
with others or of reselling or otherwise  disposing of all or any portion of the
shares. The shares were purchased in a private  transaction,  which was not part
of a  distribution  of the shares.  We, or our  officers or  directors or our or
their  affiliates or  representatives,  had a pre-existing  personal or business
relationship with Mr. Parker.

     On April 9, 2001 we issued 9,375  options for the purchase of shares of our
common stock to Dennis  Parker,  an individual at an exercise price of $2.50 per
share.  These  options  may be  exercised  at any time from the date of issuance
until April 8, 2004. We did not publicly offer any securities and no underwriter
was  utilized  and we  paid  no  finder's  fees,  discounts  or  commissions  in
connection with the above issuance.  The issuance was exempt pursuant to Section
4(2) of the Act,  Regulation D promulgated  there under, and pursuant to Section
25102(f) of the California  Corporations  Code. Mr. Parker  acquired the options
for his own account for  investment  with no then present  intention of dividing
his interest  with others or of  reselling or otherwise  disposing of all or any
portion of the warrants. The options were issued in a private transaction, which
was not part of a  distribution  of options or shares.  We, or our  officers  or
directors or our or their  affiliates  or  representatives,  had a  pre-existing
personal or business relationship with Mr. Parker.

     On April 30, 2001 we issued 6,666 shares of common  voting stock to Capital
Holdings Group Worldwide,  Inc. pursuant to a consulting agreement with Alliance
Consulting  Group,  Inc.  These  shares were issued in exchange  for  consultant
services  rendered to the Company.  We did not publicly offer any securities and
no underwriter  was utilized and we did not pay any finder's fees,  discounts or
commissions in connection with the above offer. The offer was exempt pursuant to
Section 4(2) of the Act,  Regulation D, and pursuant to Section  25102(f) of the
California  Corporations Code.  Capital Holdings Group Worldwide,  Inc. acquired
the shares for their own account for  exchange of services  with no then present
intention  of dividing  his  interest  with others or of  reselling or otherwise
disposing  of all or any  portion of the shares.  The shares  were  offered in a
private transaction,  which was not part of a distribution of the shares. We, or
our officers or directors or our or their affiliates or  representatives,  had a
pre-existing  personal or business  relationship with Alliance Consulting Group,
Ltd.

     On May 2, 2001 we issued  16,666  shares of common  voting stock to Capital
Holdings Group Worldwide,  Inc. pursuant to a consulting agreement with Alliance
Consulting  Group,  Inc.  These  shares were issued in exchange  for  consultant
services  rendered to the Company.  We did not publicly offer any securities and
no underwriter  was utilized and we did not pay any finder's fees,  discounts or
commissions in connection with the above offer. The offer was exempt pursuant to
Section 4(2) of the Act,  Regulation D, and pursuant to Section  25102(f) of the
California  Corporations Code.  Capital Holdings Group Worldwide,  Inc. acquired
the shares for their own account for  exchange of services  with no then present
intention  of dividing  his  interest  with others or of  reselling or otherwise
disposing  of all or any  portion of the shares.  The shares  were  offered in a
private transaction,  which was not part of a distribution of the shares. We, or
our officers or directors or our or their affiliates or  representatives,  had a
pre-existing  personal or business  relationship with Alliance Consulting Group,
Ltd.

     On May 22, 2001 we issued  20,000  shares of common voting stock to Capital
Holdings Group Worldwide,  Inc. pursuant to a consulting agreement with Alliance
Consulting  Group,  Inc.  These  shares were issued in exchange  for  consultant
services  rendered to the Company.  We did not publicly offer any securities and
no underwriter  was utilized and we did not pay any finder's fees,  discounts or
commissions in connection with the above offer. The offer was exempt pursuant to
Section 4(2) of the Act,  Regulation D, and pursuant to Section  25102(f) of the
California  Corporations Code.  Capital Holdings Group Worldwide,  Inc. acquired
the shares for their own account for  exchange of services  with no then present
intention  of dividing  his  interest  with others or of  reselling or otherwise
disposing  of all or any  portion of the shares.  The shares  were  offered in a


                                       25

<PAGE>

private transaction,  which was not part of a distribution of the shares. We, or
our officers or directors or our or their affiliates or  representatives,  had a
pre-existing  personal or business  relationship with Alliance Consulting Group,
Ltd.

     On June 2, 2001 we issued  16,666  shares of common voting stock to Capital
Holdings Group Worldwide,  Inc. pursuant to a consulting agreement with Alliance
Consulting  Group,  Inc.  These  shares were issued in exchange  for  consultant
services  rendered to the Company.  We did not publicly offer any securities and
no underwriter  was utilized and we did not pay any finder's fees,  discounts or
commissions in connection with the above offer. The offer was exempt pursuant to
Section 4(2) of the Act,  Regulation D, and pursuant to Section  25102(f) of the
California  Corporations Code.  Capital Holdings Group Worldwide,  Inc. acquired
the shares for their own account for  exchange of services  with no then present
intention  of dividing  his  interest  with others or of  reselling or otherwise
disposing  of all or any  portion of the shares.  The shares  were  offered in a
private transaction,  which was not part of a distribution of the shares. We, or
our officers or directors or our or their affiliates or  representatives,  had a
pre-existing  personal or business  relationship with Alliance Consulting Group,
Ltd.

     During the three  months  ended,  June 30,  2001 we sold a total of 763,735
shares of common voting stock to Citizen Asia Pacific  Limited.  The shares were
sold at various  prices  ranging  from $0.43 to $0.78 per share  representing  a
total  purchase  price and proceeds to our Company of $407,193.  Pursuant to the
written agreement, Citizen Asia Pacific Limited agreed to purchase from us up to
1,600,000  shares of our Common Stock at a per share purchase price equal to 40%
of (a) the closing, or (b) the last trade price of our shares of Common Stock as
quoted on the OTC Bulletin  Board (or on such other United States stock exchange
or public  trading market on which our shares trade if, at the time of purchase,
they are not trading on the OTCBB).  As a  convenience  to Citizen  Asia Pacific
Limited,  the  certificates  representing  the above issued  shares were created
naming holders  designated by Citizen Asia Pacific Limited from time to time. We
did not publicly offer any securities. We paid no other finder's fees, discounts
or commissions  in connection  with the above offer and sale. The offer and sale
was exempt  pursuant to Regulation S because  Citizen Asia Pacific  Limited is a
non U.S.  company and neither  Citizen  Asia  Pacific  Limited nor any person or
entity for whom Citizen  Asia Pacific  Limited was acting as fiduciary is a U.S.
person.  Further,  the above offer and sale was made in an offshore  transaction
and there were no directed  selling  efforts in the United  States in connection
with the above offer and sale.

     On June 18, 2001 we issued  20,690  shares of common  voting  stock to John
Dupont. These shares were issued in exchange for consultant services rendered to
the Company.  We did not publicly offer any  securities  and no underwriter  was
utilized  and we did not pay any finder's  fees,  discounts  or  commissions  in
connection  with the above offer.  The offer was exempt pursuant to Section 4(2)
of the Act,  Regulation  D, and pursuant to Section  25102(f) of the  California
Corporations  Code.  Mr.  Dupont  acquired  the shares for his own  account  for
exchange of services  with no then  present  intention  of dividing his interest
with others or of reselling or otherwise  disposing of all or any portion of the
shares. The shares were offered in a private transaction,  which was not part of
a distribution  of the shares.  We, or our officers or directors or our or their
affiliates  or  representatives,   had  a  pre-existing   personal  or  business
relationship with Mr. Dupont.

     On June 30, 2001 we issued  31,532  shares of common  voting  stock to Greg
Tolleson.  These shares were issued in exchange for consultant services rendered
to the Company.  We did not publicly offer any securities and no underwriter was
utilized  and we did not pay any finder's  fees,  discounts  or  commissions  in
connection  with the above offer.  The offer was exempt pursuant to Section 4(2)
of the Act,  Regulation  D, and pursuant to Section  25102(f) of the  California
Corporations  Code.  Mr.  Tolleson  acquired  the shares for his own account for
exchange of services  with no then  present  intention  of dividing his interest
with others or of reselling or otherwise  disposing of all or any portion of the
shares. The shares were offered in a private transaction,  which was not part of
a distribution  of the shares.  We, or our officers or directors or our or their
affiliates  or  representatives,   had  a  pre-existing   personal  or  business
relationship with Mr. Tolleson.

         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.

         None.


                                       26


<PAGE>

Item 5.   Other Information.

     We have  entered  into an  installment  agreement  with taxing  authorities
regarding  delinquent taxes including payroll withholding taxes and we have been
making  payments under the  installment  agreement  since April 10, 2001. We are
current  in  making   installment   payments  and  anticipate  the  satisfactory
completion of the installment agreement.

Item 6.   Exhibits and Reports on Form 8-K


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

         (a)      Exhibits

                  10.1  * Stock Bonus Agreement - Rex Sanders
                  10.2  * Stock Bonus Agreement - Brian Peterson
                  10.3  * Stock Bonus Agreement - Al Cortez
                  10.4  * Stock Bonus Agreement - Caroline Rene Wilson
                  10.5  * Stock Bonus Agreement - Michael Butts
                  10.6  * Stock Bonus Agreement - Maurice Vasquez
                  10.7  * Stock Option Agreement - Eric Odegard
                  10.8  * Stock Option Agreement - Walter Burch
                  10.9  * Stock Option Agreement - Asha Hira
                  10.10 * Stock Option Agreement - Carmen Davila
                  10.11 * Stock Option Agreement - Maria Santacruz
                  10.12 * Stock Option Agreement - Rex Sanders
                  10.13 * Stock Option Agreement - Nazario Casaino
                  10.14 * Stock Option Agreement - Tom Terrones
                  10.15 * Stock Option Agreement - Kevin Nguyen
                  10.16 * Stock Option Agreement - Alvin Chau
                  10.17 * Stock Option Agreement - Brian Peterson
                  10.18 * Stock Option Agreement - Al Cortez
                  10.19 * Stock Option Agreement - Caroline Rene Wilson
                  10.20 * Stock Option Agreement - Michael Butts
                  10.21 * Stock Option Agreement - Maurice Vasquez
                  10.22 * Stock Option Agreement - Dennis Parker
                  10.23 * Stock Purchase Agreement - Paul Crupi2
                  10.24 * Stock Purchase Agreement - Paul Crupi3
                  10.25 * Stock Purchase Agreement - Paul Crupi4
                  10.26 * Stock Purchase Agreement - Dennis Parker
                  10.27 * Amendment to Media Relations Service Agreement
                          (Alliance Consulting Group, Inc.)
                  10.28 * Resolution of Preferred Series A Stock Conversion
                  10.29 * Stock Option Agreement - Marc Diamond
                  10.30 * 2nd Amendment to Engagement Agreement - John Dupont


                  10.31 *** Stock Purchase Agreement - Citizen Asia Pacific
                            Limited
                  10.32 *** Amended Stock Purchase Agreement - Citizen Asia
                            Pacific Limited


                  * Attached to this Form 10-QSB.

                  ***  Incorporated by reference from the exhibit to the Current
                  Report on Form 10-KSB filed by us on April 16, 2001

         (b)      Reports on Form 8-K

                  None.


                                       27

<PAGE>


                                   Signatures

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.


Dated: August 13, 2001                      ACCESSPOINT CORPORATION


                                            By:  /s/Tom M. Djokovich
                                            ------------------------------------
                                            Tom M. Djokovich,
                                            Chairman of the Board and
                                            Chief Executive Officer


                                            By:  /s/James W. Bentley
                                            ------------------------------------
                                            James W. Bentley,
                                            President








                                       28