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

                                   FORM 10-QSB


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

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003

                                       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: 000-29217


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



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

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


   6171 W. Century Blvd.
         Suite 200
  Los Angeles, California                                   90045
--------------------------------            ------------------------------------

(Address of Principle Executive                           (Zip Code)
  Offices)

                                 (310) 846-2500
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

      SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE EXCHANGE ACT:

                                      None

      SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE EXCHANGE ACT:

                         Common Stock, $0.001 Par Value


The number of the Company's shares of Common Stock outstanding as of March 31,
2003 was 24,163,965.


                                       1
<PAGE>


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

                             Accesspoint Corporation
                          Form 10-QSB QUARTERLY Report
                 AS OF AND FOR THE QUARTER ENDED MARCH 31, 2002
                                TABLE OF CONTENTS



Forward-Looking Statements

PART I

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

PART II

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

Signatures



                                       2
<PAGE>



                SPECIAL NOTE REGARDING Forward-Looking Statements

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

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

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



                                     PART I
                              FINANCIAL INFORMATION


ITEM 1.           FINANCIAL STATEMENTS

     The reviewed consolidated financial statements for the periods ended March
31, 2003 and March 31, 2002 are filed herewith.




                                       3
<PAGE>




                             ACCESSPOINT CORPORATION
                        CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003

                                TABLE OF CONTENTS









Consolidated Balance Sheets                                                 5

Consolidated Statements of Operations                                       7

Consolidated Statements of Cash Flow                                        8

Notes to Consolidated Financial Statements                                  9-19



                                       4
<PAGE>




                             ACCESSPOINT CORPORATION
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                     ------

                                                    March 31,      December 31,
                                                      2003             2002
                                                  ------------     ------------
                                                  (unaudited)

Current Assets
      Cash                                            $13,471          $35,961
      Accounts receivable, net                        371,875          348,708
      Receivable from a related party                  70,212          157,172
      Prepaid expenses                                    744            1,488
                                                  ------------     ------------

             Total Current Assets                     456,302          543,329
                                                  ------------     ------------

Fixed Assets
      Furniture and equipment (net)                   126,008          178,139
                                                  ------------     ------------

             Total Fixed Assets                       126,008          178,139
                                                  ------------     ------------

Other Assets
      Deferred financing costs (net)                1,138,291        1,266,764
      Portfolio Purchase                              154,667          154,667
      Deposits                                        280,108          280,108
                                                  ------------     ------------

             Total Other Assets                     1,573,066        1,701,539
                                                  ------------     ------------

      Total Assets                                 $2,155,376       $2,423,007
                                                  ============     ============


                                       5
<PAGE>

                   Refer to notes to the financial statements


                                       6
<PAGE>




                             ACCESSPOINT CORPORATION
                           CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

                                                    March 31,      December 31,
                                                      2003             2002
                                                  ------------     ------------
                                                  (unaudited)

Current Liabilities
      Accounts payable                             $1,513,085       $1,527,457
      Accrued payroll taxes and penalties           1,343,429        1,412,432
      Accrued liabilities                             650,124          560,707
      Merchant loss reserve                            19,465           19,465
      Lines of credit                               1,317,884        1,364,761
      Capitalized leases                              413,461          419,460
      Notes payable                                   565,000          565,000
                                                  ------------     ------------

      Total Current Liabilities                     5,822,448        5,869,282

      Total Liabilities                             5,822,448        5,869,282
                                                  ------------     ------------

Stockholders' Equity

      Preferred Stock, $.001 par value,
      5,000,000 shares authorized,
      1,055,600 shares issued and
      outstanding, respectively                         1,056            1,056

      Common stock, $.001 par value,
      25,000,000 shares authorized,
      24,163,965 issued and
      outstanding, respectively                        24,164           24,164

      Additional paid in capital                   15,114,004       15,114,004
      Retained (deficit)                          (18,806,296)     (18,585,499)
                                                  ------------     ------------

      Total Stockholders' (Deficit)                (3,667,072)      (3,446,275)
                                                  ------------     ------------

      Total liabilities and
      Stockholders' Equity                         $2,155,376       $2,423,007
                                                  ============     ============


                   Refer to notes to the financial statements


                                       7
<PAGE>





                             ACCESSPOINT CORPORATION
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

                                                        Three Months Ended
                                                        ------------------
                                                    March 31,        March 31,
                                                      2003             2002
                                                  ------------     ------------

Sales, net                                         $3,390,275       $2,981,487

Cost of sales                                       2,616,291        2,218,823
                                                  ------------     ------------

      Gross profit                                    773,984          762,664

Selling expenses                                        4,624            1,000

General and administrative expenses                   774,595        1,016,869
                                                  ------------     ------------

      Income (loss) from operations                    (5,235)        (255,205)
                                                  ------------     ------------

Other (Income) Expense
      Interest income                                  (1,943)          (3,964)
      Penalties                                         2,141              295
      Amortization of deferred financing
      costs                                           128,473          316,319
      Gain on forgiveness of deferred
      compensation                                          0         (221,477)
      Bad Debt                                         36,912          143,357
      Interest expense                                 49,979           55,434
                                                  ------------     ------------

      Total Other (Income) Expense                    215,562          289,964
                                                  ------------     ------------

      Income (loss) before income
      taxes                                          (220,797)        (545,169)

Provision for income taxes                                  0            2,400
                                                  ------------     ------------

      Net income (loss)                              (220,797)        (547,569)
                                                  ============     ============

      Net loss per share
             Basic                                     ($0.01)          ($0.02)


      Weighted average number of shares
             Basic                                 24,163,965       23,454,240


                   Refer to notes to the financial statements


                                       8
<PAGE>

                        ACCESSPOINT CORPORATION
           CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                               Three Months Ended
                                         -----------------------------
                                            March 31,      March 31,
                                              2003           2002
                                         -------------- --------------

CASH FLOWS FROM OPERATING ACTIVITIES
         Net (loss)                         ($220,797)    ($547,569)

Adjustments to reconcile net loss to net
cash used in operating activities:
         Amortization                         128,473       316,319
         Depreciation                          52,131        83,785
         Gain on forgiveness of deferred
          compensation                                     (221,477)
         Decrease (Increase) in
          receivables                         (23,167)     (128,895)
         Decrease (Increase) in inventory           0        (2,038)
         Decrease in other current assets      91,775             0
         Decrease in prepaid expenses             744           773
         Decrease in deposits                       0           461
         (Decrease) Increase in accounts
         payable and accrued expenses          75,045       181,326
         Increase in accrued payroll
          taxes                               (69,003)     (131,646)
         Increase in accrued loss
          contingencies                             0        35,000
                                         -------------- --------------

         Total adjustments                    255,998       133,608
                                         -------------- --------------
         Net cash contributed by
         (used in) operations                  35,201      (413,961)
                                         -------------- --------------

CASH FLOWS FROM INVESTING ACTIVITIES
         Purchase of fixed assets                   0       (15,095)
                                         -------------- --------------
         Net cash (used in) investing
         activities                                 0       (15,095)
                                         -------------- --------------

CASH FLOWS FROM FINANCING ACTIVITIES
         Issuance of notes payable                  0       703,252
         Payments on notes payable                         (201,250)
         Payments on capital leases            (5,999)      (13,217)
         Sale of stock                              0        56,509
         Payments on line of credit           (46,877)            0
                                         -------------- --------------
         Net cash provided by
(used in)financing activities                 (52,876)      545,294
                                         -------------- --------------

         Net change in cash                   (17,675)      116,238
                                         -------------- --------------

         Cash at beginning of period           35,961        78,229
                                         -------------- --------------
         Cash at end of period                $18,286      $194,467
                                         ============== ==============

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

                  Interest payments                $0        $1,022
                                         -------------- --------------

              Refer to notes to the financial statements


                                       9
<PAGE>






                             ACCESSPOINT CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                             MARCH 31, 2003 AND 2002


Note A - NATURE OF OPERATIONS
         --------------------

         Incorporated in the State of Nevada, Accesspoint Corporation ("the
         Company") is a "C" Corporation as defined by the Internal Revenue Code.
         As of March 31, 2003, the Company has combined its mature Internet
         Application Services technology platform with its credit card and
         check-processing platform to provide bundled payment acceptance,
         processing and business management services. These programs provide
         customers with multiple payment acceptance capabilities including
         credit card and check transaction, a fully operational e-commerce and
         business management Website, and a central Web based management system
         for servicing both the brick-and-mortar and web based sides to each
         business.

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

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

         The Company has targeted the Independent Sales Organization (ISO) and
         Independent Agent marketplace as a prime driver and sales channel for
         its services. The Company's operating systems makes it simple for these
         sale organizations to electronically submit a client's application,
         track the progress of that application, monitor merchant service, and
         even track commissions, all in real time via a private label portal
         provided by the Company.


                                       10
<PAGE>






                             ACCESSPOINT CORPORATION
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
                             MARCH 31, 2003 AND 2002


Note B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         ------------------------------------------

         Unaudited Interim Financial Information
         ---------------------------------------
         The accompanying financial statements have been prepared by Accesspoint
         Corporation, ("Accesspoint" or the "Company") pursuant to the rules and
         regulations of the Securities and Exchange Commission (the "SEC") Form
         10-QSB and Item 310 of regulation S-B, and generally accepted
         accounting principles for interim financial reporting. These financial
         statements are unaudited and, in the opinion of management, include all
         adjustments (consisting of normal recurring adjustments and accruals)
         necessary for a fair presentation of the balance sheets, operations
         results, and cash flows for the periods presented. Operating results
         for the three months ended March 31, 2003 are not necessarily
         indicative of the results that may be expected for the year ending
         December 31, 2003, or any future period, due to seasonal and other
         factors. Certain information and footnote disclosures normally included
         in financial statements prepared in accordance with generally accepted
         accounting policies have been omitted in accordance with the rules and
         regulations of the SEC. These financial statements should be read in
         conjunction with the audited consolidated financial statements and
         accompanying notes, included in the Company's Annual Report for the
         year ended December 31, 2002.

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

         Revenue Recognition
         -------------------
         The Company recognizes revenue from; settlement fees for electronic
         payment processing, credit and debit card payment settlement, check
         conversion and financial processing programs and transaction fees
         related to the use of its software and credit card processing products,
         licensing of its software products. 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
         Accesspoint Corporation, and its wholly owned subsidiaries Processing
         Source International, Inc. (PSI) and Black Sun Graphics, Inc. (BSG),
         collectively referred to within as the Company. All material
         intercompany accounts, transactions and profits have been eliminated in
         consolidation.

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



                                       11
<PAGE>




                             ACCESSPOINT CORPORATION
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
                             MARCH 31, 2003 AND 2002


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

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

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

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

         Reserve for Merchant Credit Losses
         ----------------------------------
         The Company establishes reserves for merchant credit losses, which
         arise as a result of, among other things, cardholder dissatisfaction
         with merchandise quality or merchant services. Such disputes may not be
         resolved in the merchant's favor. In these cases, the transaction is
         "charged back" to the merchant and the purchase is refunded to the
         customer by the merchant. If the merchant is unable to grant a refund,
         the Company or, under limited circumstances, the Company and the
         processing bank, must bear the credit risk for the full amount of the
         transaction. The Company estimates its potential loss for chargebacks
         based primarily on historical experience. Obtaining collateral from
         merchants considered higher risk often mitigates the risk of loss. At
         March 31, 2003 and March 31, 2002, the Company had aggregate collateral
         classified as merchant loss reserves of $19,465 and $99,465,
         respectively.

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

         Allowance for Doubtful Accounts
         -------------------------------
         The Company has made an allowance for doubtful accounts for trade
         receivables.

         Fixed Assets
         ------------
         Property and equipment are stated at cost less accumulated
         depreciation. Expenditures for major additions and improvements are
         capitalized, and minor replacements, maintenance and repairs are
         charged to expense as incurred. Depreciation is provided on the
         straight-line method over the estimated useful lives of the assets, or
         the remaining term of the lease, as follows:
                  Furniture and Fixtures    5 years
                  Equipment                 5 years
                  Hardware and Software     3 years

                                       12
<PAGE>


                             ACCESSPOINT CORPORATION
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
                             MARCH 31, 2003 AND 2002



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

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

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

         Inventory
         ---------
         Inventory is valued at the lower of cost or market. Cost is determined
         on the weighted average method. As of March 31, 2003 there was no
         inventory. As of March 31, 2002, inventory consisted only of finished
         goods.

         Concentration of Credit Risk
         ----------------------------
         Concentration of credit risk with respect to trade accounts receivable
         is not diversified. As of March 31, 2003 91% of the trade receivable
         were from Chase Merchant Services, LLC. The loss of Chase Merchant
         Services to our Company would be severely detrimental and could result
         in the termination and liquidation of our Company. Our Company actively
         evaluates the creditworthiness of Chase Merchant Services, LLC and is
         confident that the failure of the firm is neither likely nor imminent

         Advertising
         -----------
         Advertising costs are expensed in the year incurred.

         Earnings Per Share
         ------------------
         Earnings per common share amounts are computed by dividing net income
         amounts by weighted-average common stock and common stock equivalents
         shares (when dilutive) outstanding during the period. Diluted earnings
         per share were not presented because they were considered to be
         anti-dilutive.

         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.




                                       13
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                             ACCESSPOINT CORPORATION
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
                             MARCH 31, 2003 AND 2002


Note C - STOCK AND STOCK WARRANTS
         ------------------------

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

         At March 31, 2003, the Company has 25,000,000 common shares authorized
         and 24,163,965 shares issued and outstanding. The Company had 5,000,000
         preferred shares authorized and 1,055,600 shares issued and
         outstanding.

         At March 31, 2003, the Company does not have enough common stock
         reserved for the possible exercise of options and warrants which could
         total:

                  Exercise of common stock warrants             482,223
                  Exercise of employee stock options          1,776,445
                                                              ---------
                                                              2,258,668
                                                              =========

         The Company intends to increase the authorized number of shares by
         proxy of its shareholders subsequent to March 31, 2003.


Note D - LOSS PER SHARE
         --------------

         Basic net loss per share is computed using the weighted average number
         of common shares outstanding. The dilutive effect of earnings per share
         were not presented because they were considered to be anti-dilutive.
         The computations of basic net loss per share as of March 31, 2003 and
         2002 are as follows:


                                                           2003          2002
                                                           ----          ----

         Net (loss) from operations                     $(220,797)    $(547,569)
                                                       -----------   -----------

         Basic weighted average shares                 24,163,965    23,454,240

         Net (loss) per share from
          continuing operations:
          Basic                                            ($0.01)       ($0.02)



                                       14
<PAGE>




                             ACCESSPOINT CORPORATION
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
                             MARCH 31, 2003 AND 2002



Note E - LITIGATION AND CONTINGENCIES
         ----------------------------

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

         Citicorp - During 2001 the Company vacated office facilities it had
         leased under an operating lease agreement in Chicago, Illinois. The
         lessor subsequently filed suit against the Company for the remaining
         amount of unpaid rent and other various expenses. A judgment was filed
         against the Company in the amount of $95,000. As of March 31, 2003 the
         Company has accrued for the liability in full on its Balance Sheet. No
         payments have been made.

         Roycap - As of March 31, 2003 the Company was in default on its loan
         agreement with Roycap for repayment of a $450,000 loan, plus accrued
         interest, which was due on October 16, 2001. In June 2002, Roycap filed
         formal suit on its claim. The Company has recently entered into a
         settlement agreement wherein it stipulated to a $730,000 judgment. The
         entire settlement amount has been accrued.

         Bentley Promissory Notes - Various family trusts related to James W.
         Bentley, a former Director of the Company, have filed three related
         actions seeking to collect in excess of $500,000 in promissory notes
         allegedly due. The Company believes these claims were settled by the
         June 26, 2002 Settlement and in any event, believes the sums due are
         substantially less than claimed. The Company continues to fight these
         actions vigorously.

         Merchants Warehouse.com - This is a claim against PSI for breach of an
         independent sales agent agreement. The claim is disputed. The matter
         was submitted to arbitration and was heard by the arbitrator. The
         arbitrator made an interim award of $296,720 and denied the Company's
         counterclaim. The Company is directed to pay the agent residuals
         according to the terms of the Company's agreement with the agent. The
         Company has made all payments to the agent since the date of the award.
         The amount of the award has been accrued.

         Northwest Systems, LLC - Two inter-related claims, one lawsuit and one
         arbitration claim arising out of a dispute over a contract whereby PSI
         agreed to purchase certain merchant accounts from Northwest Systems,
         LLC ("NWS"). The first case (lawsuit) seeks to recover damages of
         $300,000 for alleged breach of the contact to purchase, while the
         second case (arbitration) claims that NWS has not been paid all
         residual payments due it under its agency contract with PSI. In May
         2003, an award in the arbitration claim in the amount of $149,000 was
         made for the benefit of the plaintiff. The Company has accrued the
         entire amount of the judgment. The Company continues to vigorously
         defend itself against the lawsuit.

         EAB Leasing Corp. - This action by an equipment lessor on a defaulted
         lease was settled. Pursuant to the settlement, a stipulated judgment
         was entered in the amount of $72,000, which has been fully accrued. The
         Company is paying this off at the rate of $3,000 per month.



                                       15
<PAGE>





                             ACCESSPOINT CORPORATION
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
                             MARCH 31, 2003 AND 2002


Note E - LITIGATION AND CONTINGENCIES (CONTINUED)
         ----------------------------------------

         Moceri Leasing Co. - This is an action by an equipment lessor on a
         defaulted lease. The Company is vigorously defending itself against
         this claim. The total amount, estimated to be $25,000, of any potential
         judgment for the value of the equipment, has been fully accrued.

         Leverage Leasing Co. - This is an action by an equipment lessor on a
         defaulted lease. An out-of-state judgment in the amount of $34,000 has
         been made against the Company. The Company is paying this judgment off
         at the rate of $2,000 per month and has paid $6,000. The total amount
         of the remaining judgment for the value of the equipment has been
         accrued.

         CIT Communications Co. - This is an action by an equipment lessor on a
         defaulted lease. The Company is vigorously defending itself against
         this claim. The total amount of any potential judgment for the value of
         the equipment has been accrued.

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

         Arden Realty, Inc. - This is an action brought by a former landlord of
         PSI to recover unpaid rent. The Company has entered into a settlement
         agreement with a stipulated judgment of $57,789. The Company has paid
         $20,000 toward the satisfaction of this judgment. The remaining balance
         has been accrued.

         Floratos, Loll & Devine - This is a claim asserted by former attorneys
         for the Company for services performed. The Company has entered into a
         settlement agreement with a stipulated judgment in the approximate
         amount of $85,000. The Company has made payments totaling $20,000
         against the judgment. The remaining amount has been accrued.

         Bas Mulder - This is a lawsuit filed by the former owner and employee
         of Black Sun Graphics, Inc. ("BSG"), claiming damages in excess of
         $430,000 related to the purchase of BSG by the Company. The Company
         intends to vigorously defend this action. The Company has entered into
         a verbal agreement to settle the action and has satisfied part of the
         terms of the verbal agreement. No trial date has been set. An accrual
         has been made for the potential of an adverse outcome.




                                       16
<PAGE>



                             ACCESSPOINT CORPORATION
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
                             MARCH 31, 2003 AND 2002


Note E - LITIGATION AND CONTINGENCIES (CONTINUED)
         ----------------------------------------

         Bentley v. William R. Barber, et al. - On March 22, 2002, James Bentley
         ("Plaintiff"), a shareholder and former employee and director of the
         Company, filed a shareholder derivative lawsuit against the Company and
         several individual defendants for breach of contract, breach of
         fiduciary duty, misappropriation of trade secret, recovery of personal
         property, imposition of a constructive trust, unfair competition in
         violation of Business and Profession Code Section 17200, conversion,
         unfair business practices, and usurpation of corporate opportunity. On
         several occasion, Plaintiff also sought provisional remedies with the
         Court, including multiple applications for preliminary injunction and
         the appointment of a receiver. To date, none of Plaintiff's requests
         for provisional relief have been granted. On June 26, 2002, the parties
         to the action executed a Settlement Agreement. Plaintiff purported to
         rescind the Settlement Agreement in early December 2002. Plaintiff
         thereafter filed an ex parte application for temporary restraining
         order, which the court denied on December 24, 2002. The Court set a
         hearing for Plaintiff's application for preliminary injunction in late
         January 2003. Plaintiff thereafter continued the hearing on the
         application for preliminary injunction on several occasions.
         Ultimately, after Defendant's; opposition to the preliminary injunction
         request was filed; Plaintiff took his application for preliminary
         injunction off calendar completely. A number of depositions and law and
         motion were conducted during January and February 2003. Trial has been
         set for October 20, 2003. The Company will vigorously contest
         Plaintiff's allegations and contention, including vigorously pursuing
         discovery in the case to obtain all information necessary to conduct a
         proper defense. The Company has recorded no liability for the potential
         of an adverse outcome of the action.

         PC Connection - This is an action by an equipment lessor. The parties
         signed a stipulation judgment in January 2003 in the amount of $15,660.
         This amount has been accrued.

         Other Litigation - The Company is currently involved in other
         litigation regarding breach on capital lease agreements. The total
         amount being sought is $27,000, with full credit for interest and
         attorney's fees. It is likely the plaintiffs will prevail and the
         company has set up an allowance to cover any unfavorable outcomes.

Note F - PAYROLL TAXES
         -------------

         The Company is currently in negotiations with the United States
         Department of the Treasury, Internal Revenue Service ("IRS") in regards
         to unpaid employment taxes. The IRS has made formal demand of amounts
         due and unpaid, including interest and penalties, from the Company, and
         has appropriately filed tax liens against all assets of the Company.
         The Company has filed a request for an "Offer in Compromise" of all
         amounts owed by the Company. The IRS has recorded the request and any
         other collection activity until it has had time to review the matter.
         As of the date of this report the IRS has responded to the Company and
         is reviewing the offer.



                                       17
<PAGE>




                             ACCESSPOINT CORPORATION
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
                             MARCH 31, 2003 AND 2002


Note F - PAYROLL TAXES (continued)
         -------------------------

         The Company has recorded its liability in full to the IRS, including
         penalties and interest, on its balance sheet. As of March 31, 2003, the
         Company has accrued liability of approximately $1,310,720 to the IRS.

         The Company also owes unpaid employment taxes to the California
         Employment Development Department ("EDD"). The Company has entered into
         an installment agreement with the EDD and has been making all required
         payments. The Company has recorded penalties and interest to the EDD as
         a liability on its balance sheet. As of March 31, 2003, the Company has
         remaining liability of approximately $32,709 to the EDD.

Note G - COMMITMENTS
         -----------

         In October 2002, the Company entered into a Master Support Services
         Agreement ("Agreement") with Merchants Billing Services ("MBS"). This
         Agreement called for the payment of $180,000 per month for salaries,
         office space & utilities, travel & entertainment, telecommunications,
         professional services and a management fee, with a quarterly adjustment
         of the payment based on actual expenses for the preceding three months
         activity. The Agreement is for an initial period of one year, but in
         March 2003, the Company received notification of MBS's intention to
         terminate the agreement effective June 30, 2003, this notification of
         termination was subsequently amended to September 17, 2003. The
         disinterested members of the Board have accepted this amendment.
         Effective July 1, 2003, the Company resumed payments to employees and
         vendors. While the Agreement remains in effect, the range of services
         provided by MBS no longer includes payments to the Company's employees
         and vendors. There are no future minimum payments under the Agreement.
         For the three months ended March 31, 2003 the Company made payments
         totaling $540,000 under the Agreement. As of March 31, 2003, the
         Company owed MBS $3,342 which is included in accounts payable.

         Associated with the Agreement was the assignment of that certain
         Agreement of Sublease ("Sublease") dated as of August 2002 between
         Veridian and the Company. Veridian and the landlord Carlsberg
         Properties, Inc agreed upon the assignment of the Sublease.

         Operating lease expense for the three months ended March 31, 2003 and
         2002 was $30,000 and $526,580, respectively.


Note H - DEFERRED FINANCING COSTS
         ------------------------

         In December 2001, the Company, in accordance with APB 21 and SAB 79 the
         Company has recorded a deferred financing cost asset of $6,326,381.
         This amount is based on the number of shares that three shareholders
         directly transferred to Net Integrated Systems, Inc. ("NIS") as an
         inducement for NIS to enter into the Revolving Line of Credit
         Agreement. In October 2002, the Revolving Line of Credit Agreement and
         related Management Agreement with NIS, was terminated. This resulted in
         the Company recording a write down on the deferred financing cost asset
         of $3,756,927 in the year ended December 31, 2002.

         The Company will amortize the remaining deferred financing cost over
         the life of the line of credit, which is five years. For the three
         months ended March 31, 2003 and March 31, 2002 the Company recorded
         amortization expense of $128,473 and $316,319 respectively.




                                       18
<PAGE>



                             ACCESSPOINT CORPORATION
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
                             MARCH 31, 2003 AND 2002


Note I - RELATED PARTY TRANSACTIONS
         --------------------------

         The Company has entered into a number of relationships that fit the
         definition provided by Statement of Financial Accounting Standards No.
         57, "Related Party Disclosures". An entity that can control or
         significantly influence the management or operating policies of another
         entity to the extent one of the entities may be prevented from pursuing
         its own interests. As of March 31, 2003, the following related party
         relationships existed between the Company, its shareholders, officers
         and directors:

         MBS, is jointly owned by Becky Takeda, President and Chief Executive
         Officer of the Company and William R. Barber, Director of the Company,
         is also an agent of the Company and sells the Company's products and
         services through its own network of subagents and sales personnel. As
         of March 31, 2003, under the terms of the agency agreement with MBS,
         the Company paid $123,202 in residuals. Refer to Note H Commitments for
         further discussion of the operating arrangement between the Company and
         MBS.

Note J - SUBSEQUENT EVENTS
         -----------------

         In June 2003, Mr. William Barber the Company's President and Chief
         Executive Officer resigned, effective on the date of his notice. The
         Board accepted his resignation. Ms. Becky Takeda, has been appointed
         interim President and Chief Executive Officer until September 17, 2003.
         She assumes this new position effective July 1, 2003. Ms. Takeda also
         serves as the President of Merchants Billing Services, Inc., which
         provides the Company with a range of administrative and support
         services.

         In June 2003, Merchants Billings Services, Inc. extended the
         termination of its Master Support Services Agreement with the Company
         through September 17, 2003, through a rescission of its prior
         notification of termination of that same agreement. Effective July 1,
         2003, the Company resumes payments to employees and vendors. While the
         Agreement remains in effect, the range of services provided by MBS no
         longer includes payments to the Company's employees and vendors. For
         the period of April 1 - June 30, 2003, the Company paid MBS a total of
         $180,000, due to the lower billing based on prior period actual
         activity.



                                       19
<PAGE>



                             ACCESSPOINT CORPORATION
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
                             MARCH 31, 2003 AND 2002


Note K - GOING CONCERN
         -------------

         The accompanying financial statements, which have been prepared in
         conformity with accounting principles generally accepted in the United
         States of America, contemplates the continuation of the Company as a
         going concern. However, the Company has sustained significant recurring
         operating losses, has limited capital resources, is involved in several
         pending lawsuits and has been assessed by the Internal Revenue Service
         for unpaid payroll taxes. Continuation of the Company as a going
         concern is contingent upon the ability of the Company to expand its
         operations, generate increased revenues, secure additional sources of
         financing and sell a portion of the merchant portfolio. However, there
         is no assurance that the Company will realize the necessary capital
         expansion.


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

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

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

     A. PLAN OF OPERATION

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

     During the coming twelve months, we will not be able to satisfy the cash
requirements and have no financing alternatives to satisfy the obligations
except for the sale of a portion of the merchant portfolio. The plans for the
coming twelve months include the contemplation of a sale of the merchant
portfolio for the purpose of recapitalizing the company and paying down debt.
Should a portion of the merchant portfolio be sold, we will be forced to reduce
the staffing levels in line with the reduction in revenue realized. During the
coming twelve months, we will continue to pursue enhancements of the existing
Merchant Manager and Transaction Manager products to meet the demands of an
increasingly competitive marketplace. We do not anticipate the development of
any products during the coming twelve-month period and will not expend
significant resources on the research or development of new product lines.



                                       20
<PAGE>





     B. RESULTS OF OPERATIONS

     Three Months Ended March 31, 2003 Compared With Three Months Ended March
31, 2002.

     Revenues for the three months ended March 31, 2003 increased to $3,390,275
from $2,981,487 for the three months ended March 31, 2002. The increase of
$408,788, 14%, is due primarily to the increased revenues associated with credit
card processing which resulted in an overall increase in sales.

     Cost of sales for the three months ended March 31, 2003 increased to
$2,616,291 from $2,218,823 for the three months ended March 31, 2002. The
increase of $397,468, 18%, resulted primarily from the increase in cost of sales
associated with credit card processing resulting from an overall increase in
sales.

     Selling and marketing expenses for the three months ended March 31, 2003
increased to $4,624 from $1,000 for the three months ended March 31, 2002. This
increase of $3,624 resulted from the updating of the websites.

     General and administrative expenses for the three months ended March 31,
2003 decreased to $774,595 from $1,016,869 for the three months ended March 31,
2002. The decrease of $242,274, or (24%), resulted primarily from a decrease of
salaries and wages, occupancy costs, and other operating efficiencies realized
through the consolidation of three offices into one.

     Interest expense, net, for the three months ended March 31, 2003 was
$49,979, as compared to $55,434 for the three months ended March 31, 2002. The
decrease of $5,455, or 10%, resulted primarily from the Company's lower level of
indebtedness and reduced borrowing costs.

     Other (Income) Expense, net of Interest expense was $165,583 for the three
months ended March 31, 2003, as compared to $234,530 for the three months ended
March 31, 2002. These decrease of $68,947, or 29% resulted primarily from the
amortization of deferred financing costs for the three months ended March 31,
2003, as compared to the three months ended March 31, 2002.

     Net losses for the three months ended March 31, 2003 were ($220,797), as
compared to ($547,569) for the three months ended March 31, 2002. The difference
in loss of $326,772, or 64%, was primarily related to increased revenues and a
reduction of salaries and other operating efficiencies.

     C.  LIQUIDITY AND CAPITAL RESOURCES

     Cash and cash equivalents at March 31, 2003 were $13,471, compared to
$35,961 at December 31, 2002, a decrease of ($22,490), which represented a
decline of 63%.

     Net Cash used in operations decreased $449,162 for the three months ended
March 31, 2003 to a contribution of $35,201 or 108%. This efficiency was
primarily accomplished by increased effectiveness in operations.

     Net Cash used in investing activities decreased from $15,095 as of March
31, 2002 to $0 as of March 31, 2003. This decrease of $15,095, was due to the
lack of funds available for investment..

     During the three months ended March 31, 2003, the Company used net cash of
$52,876 for financing activities as compared to the generation of $545,294 for
the three months ended March 31, 2002. The decrease of $598,170, or 110%
resulted from the cessation of all private placement fundraising activities and
the associated payment of outstanding obligations.

     We had, at March 31, 2003, negative working capital. We believe that cash
generated from operations will not be sufficient to fund the current and
anticipated cash requirements. The plans for the coming twelve months include
the contemplation of a sale of the merchant portfolio for the purpose of
recapitalizing the company and paying down debt. Should a portion of the
merchant portfolio be sold, we will be forced to reduce the staffing levels in
line with the reduction in revenue realized.

                                       21
<PAGE>

     D.  NET OPERATING LOSS

     For federal income tax purposes, we have net operating loss carryforwards
of approximately $13,833,000 as of March 31, 2003 and $10,760,000, as of March
31, 2002. These carryforwards will expire at various dates through the year
2015. The use of such net operating loss carryforwards to be offset against
future taxable income, if achieved, may be subject to specified annual
limitations.



                                     PART II
                                OTHER INFORMATION


ITEM 1.           LEGAL PROCEEDINGS

         We are subject to various claims and legal proceedings covering a wide
range of matters that arise in the ordinary course of the business activities.
We describe below only those matters that we consider to be material.

         Citicorp - During 2001 we vacated office facilities we had leased under
an operating lease agreement in Chicago, Illinois. The lessor subsequently filed
suit against us for the remaining amount of unpaid rent and other various
expenses. A judgment was filed against us in the amount of $95,000. As of March
31, 2003 we have accrued for the liability in full on the Balance Sheet. No
payments have been made.

         Roycap - As of March 31, 2003 we were in default on the loan agreement
with Roycap for repayment of a $450,000 loan, plus accrued interest, which was
due on October 16, 2001. In June 2002, Roycap filed formal suit on its claim. We
have recently entered into a settlement agreement, stipulating to a $730,000
judgment. As of March 31, 2003 we have accrued for the liability in full on the
Balance Sheet. No payments have been made.

         Bentley Promissory Notes - Various family trusts related to James W.
Bentley, a former director, have filed three related actions seeking to collect
in excess of $500,000 in promissory notes allegedly due. We believe these claims
were settled by the June 26, 2002 Settlement. Pursuant to the terms of that
Settlement, Net Integrated Systems, Inc. assumed the repayment of the Bentley
notes and contributed the total indebtedness to the Company as a capital
contribution in September 2002. We continue to fight these actions vigorously.

         Merchants Warehouse.com ("MWC") - MWC filed a claim against PSI for
breach of an independent sales agent agreement. We dispute the claim. The matter
was submitted to arbitration and was heard by the arbitrator. The arbitrator
made in interim award of $296,720 in favor of MWC and denied the counterclaim.
The arbitrator directed us to pay the agent residuals according to the terms of
the agreement with the agent. We have made all payments to the agent since the
date of the award. The amount of the award has been accrued.



                                       22
<PAGE>




         Northwest Systems, LLC ("NWS") - NWS filed two inter-related claims,
one lawsuit and one arbitration claim arising out of a dispute over a contract.
PSI had agreed to purchase certain merchant accounts from NWS. In the lawsuit,
NWS seeks to recover damages for alleged breach of the contact to purchase NWS.
In the arbitration, NWS claims that NWS has not been paid all residual payments
due it under its agency contract with PSI. We are vigorously defending against
these claims. In May 2003, an award in the arbitration claim in the amount of
$149,000 was made for the benefit of the plaintiff. The Company has accrued the
entire amount of the judgment. The Company continues to vigorously defend itself
against the lawsuit. We have accrued all potential residual payments due to
Northwest Systems, LLC.

         EAB Leasing Corp. ("EAB") - We settled a lawsuit by EAB over an
equipment lease. Pursuant to the settlement, we stipulated to a judgment in the
amount of $72,000. We are paying this off at the rate of $3,000 per month.

         Moceri Leasing Co. ("Moceri") - Moceri, an equipment lessor, claims
that we defaulted on an equipment lease. We are vigorously defending against
this claim. The total amount of any potential judgment for the value of the
equipment has been accrued in the amount of $25,000.

         Leverage Leasing Co. ("LLC") - LLC, an equipment lessor, claims that we
defaulted on an equipment lease. We are vigorously defending against this claim.
The total amount of any potential judgment for the value of the equipment has
been accrued in the amount of $32,977. The Company is paying this judgment off
at the rate of $2,000 per month and has paid $6,000. The total amount of the
remaining judgment for the value of the equipment has been accrued.

         CIT Communications Co. ("CIT") - CIT, an equipment lessor, claims that
we defaulted on an equipment lease. We are vigorously defending against this
claim. The total amount of any potential judgment for the value of the equipment
has been accrued.

         Global Attorneys Network Co. ("GAN") - GAN, an equipment lessor, claims
that we defaulted on an equipment lease. We are vigorously defending itself
against this claim. In April 2003, the matter was settled for $16,900. No
payments have been made. The total amount of any potential judgment for the
value of the equipment has been accrued.

         Arden Realty, Inc. ("Arden") - Arden is a former landlord of PSI. Arden
brought this action to recover unpaid rent. The Company has entered into a
settlement agreement with a stipulated judgment of $57,789. We have paid $20,000
toward the satisfaction of this judgment. We are making monthly payments of
$5,000. The remaining balance has been accrued.

         Floratos, Loll & Devine ("FLD") - The former attorneys have made a
claim for services performed. We have entered into a settlement agreement with a
stipulated judgment in the approximate amount of $85,000. We have accrued this
liability. $20,000 in payments have been made.

         Bas Mulder ("Mulder") - Mulder is the former owner and employee of
Black Sun Graphics, Inc. ("BSG"). Mulder claims damages in excess of $430,000
related to the purchase of BSG. We intend to vigorously defend this action. We
have entered into a verbal agreement to settle the action. We have satisfied
part of the terms of the verbal agreement. No trial date has been set. An
accrual has been made for the potential of an adverse outcome



                                       23
<PAGE>




         Bentley v. William R. Barber, et al. - On March 22, 2002, James Bentley
("Plaintiff"), a shareholder and former employee and director of the Company,
filed a shareholder derivative lawsuit against the Company and several
individual defendants for breach of contract, breach of fiduciary duty,
misappropriation of trade secret, recovery of personal property, imposition of a
constructive trust, unfair competition in violation of Business and Profession
Code Section 17200, conversion, unfair business practices, and usurpation of
corporate opportunity. On several occasion, Plaintiff also sought provisional
remedies with the Court, including multiple applications for preliminary
injunction and the appointment of a receiver. To date, none of Plaintiff's
requests for provisional relief have been granted. On June 26, 2002, the parties
to the action executed a Settlement Agreement. Plaintiff purported to rescind
the Settlement Agreement in early December 2002. Plaintiff thereafter filed an
ex parte application for temporary restraining order, which the court denied on
December 24, 2002. The Court set a hearing for Plaintiff's application for
preliminary injunction in late January 2003. Plaintiff thereafter continued the
hearing on the application for preliminary injunction on several occasions.
Ultimately, after Defendant's; opposition to the preliminary injunction request
was filed; Plaintiff took his application for preliminary injunction off
calendar completely. A number of depositions and law and motion were conducted
during January and February 2003. Trial has been set for October 20, 2003. The
Company will vigorously contest Plaintiff's allegations and contention,
including vigorously pursuing discovery in the case to obtain all information
necessary to conduct a proper defense. The Company has recorded no liability for
the potential of an adverse outcome of the action.

         PC Connection - This is an action by an equipment lessor. The parties
signed a stipulation judgment in January 2003 in the amount of $15,660. This
amount has been accrued.

         Other Litigation - The Company is currently involved in other
litigation regarding breach on capital lease agreements. The total amount being
sought is $27,000, with full credit for interest and attorney's fees. It is
likely the plaintiffs will prevail and the company has set up an allowance to
cover any unfavorable outcomes.

For a similar discussion of Legal Proceedings, please refer to Note F,
Litigation and Contingencies, attached as a part of the financial statements
filed herewith and incorporated hereby.



ITEM 2.           CHANGES IN SECURITIES

     None.


ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

     None.




                                       24
<PAGE>




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

     No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the quarter ended March 31, 2003.


ITEM 5.           OTHER INFORMATION

     None.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K




     A.  Exhibits

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

     Exhibit No.  Description
     -----------  -----------
     21.00        *List of Subsidiaries


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


     B. REPORTS ON FORM 8-K

         None.


                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Los Angeles, State
of California, on the 27th day of June, 2003.


Dated:  June 30, 2003                         ACCESSPOINT CORPORATION


                                              By
                                              /s/_Becky_Takeda__________________
                                              Becky Takeda,
                                              Chief Executive Officer, President

                                              By
                                              /s/_Lawrence_C._Early_____________
                                              Lawrence C. Early
                                              Controller

                                       25
<PAGE>


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


      Signature                                   Title                                       Date
---------------------               -----------------------------------                  -------------
                                    Director                                             June 30, 2003
/s/_Joe_Byers________
Joe Byers

                                    Director                                             June 30, 2003
/s/_Mike_Savage______
Mike Savage
                                    Director                                             June 30, 2003
/s/_Wiliam_R._Barber_
William R. Barber
                                    Chairman of the Board of  Directors                  June 30, 2003
/s/_Gene_Valentine___
Gene Valentine
</TABLE>


                                       26
<PAGE>







                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES OXLEY ACT OF 2002


                                 CERTIFICATIONS*
                                 ---------------

I, Becky Takeda, certify that:


1. I have reviewed this quarterly report on Form 10-QSB of Accesspoint
Corporation;

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

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

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

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

         b) evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date of
         this quarterly report (the "Evaluation Date"); and

         c) presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

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

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

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

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.



         Date:  June 30, 2003
                                              /s/_Becky_Takeda__________________
                                              Becky Takeda
                                              Chief Executive Officer, President

                                       27
<PAGE>


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES OXLEY ACT OF 2002


                                 CERTIFICATIONS*
                                 ---------------

I, Lawrence Early, certify that:


1. I have reviewed this quarterly report on Form 10-QSB of Accesspoint
Corporation;

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

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

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

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

         b) evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date of
         this quarterly report (the "Evaluation Date"); and

         c) presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

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

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

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

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.



         Date:  June 30, 2003
                                              /s/_Lawrence_C._Early_____________
                                              Lawrence C. Early
                                              Controller


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