<PAGE>

                    U.S. SECURITIES AND EXCHANGE COMMISSION W
                              ASHINGTON, D.C. 20549
                                   FORM 10-QSB

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

                For the QUARTERLY PERIOD ended September 30, 2004
                                       OR
           [ ] TRANSITION REPORT PUSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

  FOR THE TRANSITION PERIOD FROM __________________ TO ________________________

                        Commission File Number: 000-29217

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

               Nevada                                   95-4721385
----------------------------------------    ------------------------------------
   (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
    Incorporation or Organization)

    3030 S. VALLEY BLVD. SUITE 190
       LAS VEGAS, NEVADA, 89102                           89102
----------------------------------------    ------------------------------------
(Address of Principle Executive Offices)                (Zip Code)

                                  702 809 0206
          -------------------------------------------------------------
                (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 September
30, 2004 was 18,971,230.

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

<PAGE>

                             Accesspoint Corporation
                          Form 10-QSB QUARTERLY Report
                 FOR THE FIRST QUARTER ENDED SEPTEMBER 30, 2004
                                TABLE OF CONTENTS

Forward-Looking Statements

PART I

Item 1.  Financial Statements
Item 2.  Management's Discussion and Analysis or Plan of Operation
Item 3.  Controls and Procedures

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

                             ACCESSPOINT CORPORATION
                        CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

                                TABLE OF CONTENTS

Consolidated Balance Sheets                                                  4

Consolidated Statements of Operations                                        5

Consolidated Statements of Changes in Stockholders' Equity                   6

Consolidated Statements of Cash Flows                                        7

Notes to Consolidated Financial Statements                                  8-10

                                       3



<PAGE>
<TABLE>

                                       ACCESSPOINT CORPORATION
                                   CONSOLIDATED BALANCE SHEETS

                                                                September 30,       December 31,
                                                                     2004              2003
                                                                -------------      -------------
                                                                 (unaudited)
<S>                                                             <C>                <C>
                                     ASSETS
                                     ------
Current Assets
         Cash                                                   $         --       $     28,393
         Accounts receivable, net of allowance
           for doubtful accounts $0 and $80,000 for
           September 30, 2004 and December 31, 2003,
           respectively                                              273,276            446,870
         Prepaid expenses                                                 --             39,235
                                                                -------------      -------------
                  Total Current Assets                               273,276            514,498
                                                                -------------      -------------
Fixed Assets
         Furniture and equipment (net)                                    --             91,099
                                                                -------------      -------------
                  Total Fixed Assets                                      --             91,099
                                                                -------------      -------------
Other Assets
         Deferred financing costs (net)                              367,455            752,873
         Deposits                                                    200,730            285,108
                                                                -------------      -------------
                  Total Other Assets                                 568,185          1,037,981
                                                                -------------      -------------
         Total Assets                                           $    841,461       $  1,643,578
                                                                =============      =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
Current Liabilities
         Accounts payable                                       $    788,934       $    939,851
         Bank Overdraft                                               19,563                 --
         Accrued payroll taxes and penalties                          17,371          1,328,138
         Accrued liabilities                                         965,855            504,014
         Merchant loss reserve                                         2,778              2,778
         Lines of credit                                           1,372,876          1,373,049
         Capitalized leases                                          524,824            577,638
         Notes payable                                               165,000            415,000
         Financing obligation                                        617,251                 --
           Related party payables                                    261,428                 --
                                                                -------------      -------------
         Total Current Liabilities                                 4,735,880          5,140,468
                                                                -------------      -------------
         Total Liabilities                                         4,735,880          5,140,468
                                                                -------------      -------------
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,
         18,971,230 issued and
         outstanding, respectively                                    18,971             18,971

         Additional paid in capital                               14,619,197         15,119,197
         Accumulated (deficit)                                   (18,533,643)       (18,636,114)
                                                                -------------      -------------
         Total Stockholders' (Deficit)                            (3,894,419)        (3,496,890)
                                                                -------------      -------------
         Total liabilities and
         Stockholders' Equity                                   $    841,461       $  1,643,578
                                                                =============      =============
</TABLE>

                             Refer to notes to the financial statements

                                                 4


<PAGE>
<TABLE>

                                                 ACCESSPOINT CORPORATION
                                           CONSOLIDATED STATEMENTS OF OPERATIONS
                                                      (UNAUDITED)

                                          For the nine      For the nine        For the three      For the three
                                          months ended      months ended        months ended       months ended
                                          September 30,     September 30,       September 30,      September 30,
                                               2004               2003              2004               2003
                                          -------------      -------------      -------------      -------------
<S>                                       <C>                <C>                <C>                <C>
Sales, net                                $  6,966,383       $  9,987,193       $  2,003,157       $  3,207,014
Cost of sales                                5,968,609          7,681,761          1,734,957          2,534,496
                                          -------------      -------------      -------------      -------------
Gross profit                                   997,774          2,305,432            268,200            672,518

 Selling expenses                                7,557              9,687              1,016              5,063
 General and administrative expenses         1,244,428          2,109,788            362,571            600,583
                                          -------------      -------------      -------------      -------------
Income (loss) from operations                 (254,211)           185,957            (95,387)            66,872

Other (Income) Expense
 Sale of book of business                      (87,708)                --             (2,708)                --
 Forgiveness of debt                          (754,884)           (63,157)                --            (63,157)
 Interest income                               (11,370)            (7,189)                --             (4,693)
 Other (income) expense                         (1,007)            (1,842)            11,176             (1,842)
 Penalties                                      29,337              7,405                 --              2,095
 Amortization of deferred financing
 costs                                         385,418            385,418            128,473            128,472
 Lawsuit settlement                              5,000                 --              3,000                 --
 Interest expense                               78,532            207,940              9,517            113,593
                                          -------------      -------------      -------------      -------------
Total Other (Income) Expense                  (356,682)           528,575            149,458            174,469
                                          -------------      -------------      -------------      -------------

Income (loss) before income taxes              102,471           (342,618)          (244,845)          (107,597)
 Provision for income taxes                         --                 --                 --                 --
                                          -------------      -------------      -------------      -------------
Net income (loss)                         $    102,471       $   (342,618)      $   (244,845)      $   (107,597)
                                          =============      =============      =============      =============

Net income (loss) per share-
Basic                                     $       0.01       $      (0.01)      $      (0.01)      $      (0.00)
                                          =============      =============      =============      =============
Weighted average number of shares-
Basic                                       18,971,230         24,163,965         18,971,230         24,163,965
                                          =============      =============      =============      =============

                                       Refer to notes to the financial statements
</TABLE>
                                                           5

<PAGE>
<TABLE>

                                                        ACCESSPOINT CORPORATION
                                    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                                              COMMON STOCK
                                      -----------------------------
                                                                      Additional                                      Total
                                        Number of       Par value       Paid-in       Preferred       Retained      Stockholders'
                                         Shares          $0.001         Capital         Stock         (deficit)        Equity
                                      -------------   -------------   -------------  -------------  -------------   -------------
<S>                                     <C>           <C>             <C>            <C>            <C>             <C>
Balance at December 31, 2001            23,375,208    $     23,375    $ 14,418,900   $      1,056   $(11,738,947)   $  2,704,384

Stock issued various dates for cash
at $1.50 per share                         788,757             789         148,604             --             --         149,393

Conversion of notes payable                     --              --         546,500             --             --         546,500

Net loss                                        --              --              --             --     (6,846,552)     (6,846,552)
                                      -------------   -------------   -------------  -------------  -------------   -------------

Balance at December 31, 2002            24,163,965          24,164      15,114,004          1,056    (18,585,499)     (3,446,275)

Stock returned by shareholders
and cancelled                                                           (5,192,735)        (5,193)         5,193

Net loss                                        --              --              --             --        (50,615)        (50,615)
                                      -------------   -------------   -------------  -------------  -------------   -------------

Balance at December 31, 2003            18,971,230          18,971      15,119,197          1,056    (18,636,114)     (3,496,890)

Notes payable converted in 2001
included in lawsuit settlement                                            (500,000)                                     (500,000)

Net income                                                                                               102,471         102,471
                                      -------------   -------------   -------------  -------------  -------------   -------------

Balance at September 30, 2004           18,871,230    $     18,971    $ 14,619,197   $      1,056   $(18,533,643)   $ (3,894,419)
                                      =============   =============   =============  =============  =============   =============

                                            Refer to notes to the financial statements
</TABLE>
                                                                 6


<PAGE>
<TABLE>

                                  ACCESSPOINT CORPORATION
                       CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                              Nine months Ended
                                                              -----------------
                                                         Sept. 30,         Sept. 30,
                                                           2004              2003
                                                       ------------      ------------
<S>                                                    <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
         Net income (loss)                             $   102,471       ($  342,618)

Adjustments to reconcile net income (loss)
to net cash used or provided by
operating activities:
         Amortization                                      385,418           385,418
         Depreciation                                       50,844           159,685
         Changes in current assets and
         current liabilities:
         (Increase) decrease in receivables                173,594          (141,018)
         Decrease in other current assets                       --            65,117
         Increase in clearing account                           --          (109,744)
         Decrease in prepaid expenses                       39,235            (1,346)
         Decrease in deposits                               84,378            (5,000)
         Decrease in accounts payable and
            accrued expenses                              (189,077)         (123,363)
         Increase in bank overdraft                         19,563            14,179
         Decrease in accrued payroll taxes              (1,310,767)          (84,293)
         Increase in merchants loss reserve                     --                --
         Increase in accrued liabilities                        --                --
                                                       ------------      ------------
         Total adjustments                                (746,811)          159,635
                                                       ------------      ------------
         Net cash provided by (used) in
          operations                                      (644,340)         (182,983)
                                                       ------------      ------------
CASH FLOW FROM INVESTING ACTIVITIES
         Disposition of fixed assets                        40,255                --
         Reduction of portfolio                                              154,667
                                                       ------------      ------------
         Net cash provided by (used) in
          investing                                         40,255           154,667
                                                       ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES
         Loans from related parties                        261,428                --
         Proceeds from financing obligation                617,251                --
         Payments on capital leases                        (52,814)           (3,249)
         Increase in (payments) on line of credit             (173)           (4,396)
         Decrease in notes payable                        (250,000)               --
                                                       ------------      ------------
         Net cash provided (used in)
         financing activities                              575,692            (7,645)
                                                       ------------      ------------
         Net change in cash                                (28,393)          (35,961)
                                                       ------------      ------------
         Cash at beginning of period                        28,393            35,961
                                                       ------------      ------------
         Cash at end of period                         $        --       $        --
                                                       ============      ============

NONCASH INVESTING AND FINANCING ACTIVITIES
         Conversion of paid-in capital to
            notes payable                              $  500,000        $        --
</TABLE>

                        Refer to notes to the financial statements

                                            7

<PAGE>

                             ACCESSPOINT CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

NOTE A - NATURE OF OPERATIONS
         --------------------

         Accesspoint Corporation (subsequently referred to as "Accesspoint", the
         "Company" or "We") was incorporated as Accesspoint Corporation in
         Nevada in 1995 and is a provider of card- and web-based payment
         processing services to small businesses throughout the United States.
         The Company enables merchants to accept credit cards as payment for
         their products and services by providing card authorization, data
         capture, settlement, risk management, fraud detection and chargeback
         services. Our services also include transaction organization and
         retrieval, ongoing merchant assistance and support in connection with
         disputes with cardholders. We market and sell our services primarily
         through independent sales organizations ("ISOs") and registered sales
         agents ("RSAs").

         Our payment processing services enable merchants to process both
         traditional swipe transactions, as well as card-not-present
         transactions. A card-not-present transaction occurs whenever a customer
         does not physically present a payment card at the point-of-sale and may
         occur over the Internet or by mail, fax or telephone. Our processing
         services include evaluation and acceptance of card numbers, detection
         of fraudulent transactions, receipt and settlement of funds and service
         and support. By outsourcing some of these services to third parties,
         including the evaluation and acceptance of card numbers and receipt and
         settlement of funds, we maintain an efficient operating structure,
         which allows us to easily expand our operations without significantly
         increasing our fixed costs. We believe our experience and knowledge in
         providing payment processing services to merchants of all sizes gives
         us the ability to effectively identify, evaluate and manage the payment
         processing needs and risks that are unique to businesses of varying
         levels.

         We market and sell our services primarily through our relationships
         with ISOs and RSAs. ISOs and RSAs act as a non-employee, external sales
         force in communities throughout the United States. By providing the
         same high level of service and support to our ISOs and RSAs as we do to
         our merchants, we maintain our access to an experienced sales force
         sales professionals who market our services, with minimal direct
         investment in sales infrastructure and management. After an agent
         refers a merchant to us and we execute a processing agreement with that
         merchant, we pay the referring ISO or RSAs a percentage of the revenues
         generated by that merchant. Although our relationships with agents are
         mutually non-exclusive, we believe that our understanding of the unique
         payment processing needs of merchants of all sizes enables us to
         develop compelling incentives for agents to continue to refer newly
         identified merchants to us.

                                       8

<PAGE>

                             ACCESSPOINT CORPORATION
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         ------------------------------------------

         Unaudited Interim Financial Information
         ---------------------------------------
         The accompanying financial statements have been prepared by Accesspoint
         Corporation, ("Accesspoint", the "Company" or "We") 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 nine months ended September 30, 2004 are not
         necessarily indicative of the results that may be expected for the year
         ending December 31, 2004, 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, 2003. Subsequent to September 30, 2004 the
         Company had a wholly owned subsidiary Processing Source International,
         Inc. (PSI). During the past quarter PSI has been absorbed into the
         Company.

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

NOTE C - 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 September 30, 2004
         the Company has accrued for the liability in full on its Balance Sheet.
         No payments have been made.

         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. These cases have been consolidated with the case of
         Bentley v. Barber, et al (see below) and have been settled as of August
         30, 2004.

                                       9

<PAGE>

                             ACCESSPOINT CORPORATION
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

NOTE C - LITIGATION AND CONTINGENCIES (CONTINUED)
         ----------------------------------------

         MERCHANTSWAREHOUSE.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.
         On November 7, 2003, Merchantswarehouse.com obtained a judgment
         consistent with the arbitrator's award. The Company is presently
         assessing the advisability of an appeal. The amount of the award has
         been accrued.

         CIT COMMUNICATIONS CO. ("CIT") - CIT, an equipment lessor, claims that
         we defaulted on an equipment lease. A request for entry of default was
         submitted on 7/8/04. It is expected that a default judgment against the
         Company will be entered soon. The total amount of any potential
         judgment for the value of the equipment has been accrued.

         FOLEY HOAG - This is a claim against PSI by a Boston law firm which
         worked on the MerchantWarehouse.com case for fees it says remain
         unpaid. The firm is seeking $48,000 in principal, plus interest, fees
         and costs. The firm has advised the Company that it has filed suit in
         Massachusetts, but the Company has yet to be served.

         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.

         FOSTER TEPPER - This is an action recently brought by a former attorney
         for the Company for approximately $63,000 in legal fees, which are
         allegedly due and payable. The Company has accrued $37,000 for this
         matter. Trial is scheduled to start August 30, 2004

         ACCESS HOLDINGS LIMITED PARTNERSHIP - This is a lawsuit brought on
         behalf of two holders of Company stock who claim the Company has
         violated a prior settlement agreement and that they are therefore
         entitled to the return of approximately 4.1 million shares of Company
         stock, which they had previously surrendered to the Company per that
         agreement. This case has been consolidated with the case of Bentley v.
         Barber, et al (see below) and was settled on August 30, 2004.

                                       10

<PAGE>

                             ACCESSPOINT CORPORATION
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
              FOR THE NINE MONTHS ENDED SEPTEMBER 31, 2004 AND 2003

NOTE C - LITIGATION AND CONTINGENCIES (CONTINUED)
         ----------------------------------------

         BENTLEY V. WILLIAM R. BARBER, ET AL. - On March 22, 2002, James Bentley
         ("Plaintiff"), a shareholder of the Company, filed a shareholder
         derivative lawsuit against the Company and several individual
         defendants. The parties have settled this lawsuit as of August 30,
         2004. The settlement amount reached is for $750,000, discountable to
         $500,000 if the Company pays Bentleys in strict accordance to the
         following schedule: $250,000 paid from the Chase Merchant Services
         deposit and $5,000 monthly, beginning August 30, 2004 thru November 30,
         2005 with a balloon payment of $170,000 due on December 30, 2005. The
         terms of the settlement include the dismissal of all lawsuits related
         to the Bentleys, recognition of the $500,000 in promissory notes
         payable to Bentleys previously converted in the June 26, 2002
         settlement agreement (included in the $750,000 settlement amount), and
         in consideration for the forgiveness of the NIS line of credit due to
         Ameropa, the Bentleys agree to release any and all security,
         restrictions and limitations on their stock and cause the issuance of
         52% of the Company's stock to Barber or his designate.

NOTE D - PAYROLL TAXES
         -------------

         The IRS had made formal demand of amounts due and unpaid for the period
         of January 1 - December 31, 2000, including interest and penalties,
         from the Company, and had appropriately filed tax liens against all
         assets of the Company. The Company filed requests for an "Offer in
         Compromise" for all amounts owed by the Company and its subsidiaries.
         During the nine months ended September 30, 2004 the Company made a
         settlement with the IRS for claims against the Company and its prior
         subsidiary Processing Source International (now merged with Accesspoint
         Corporation). (See Note E-Related Party Transactions)

NOTE E - 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 September 30, 2004, the following related
         party relationships existed between the Company, its shareholders,
         officers and directors:

         MBS, partially owned by William R. Barber, President and Chief
         Executive Officer of the Company and currently a 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.

         During the nine months ended September 30, 2004, the Company settled
         outstanding IRS claims against the Company and its prior subsidiary
         Processing Source International. in the amount of approximately
         $1,311,000. The funds necessary to settle the claims were obtained in
         April when the Company concluded a funding agreement with MBS that
         called for the sale and exchange of certain e-commerce accounts and
         related billing software and host server, in exchange for $702,000. The
         agreement allows the Company to repurchase the assets with stock equal
         in value to the purchase price at the Company's discretion within the
         first twelve months.

NOTE F - GOING CONCERN
         -------------

         The accompanying financial statements, which have been prepared in
         conformity with Accounting principals 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, and is
         involved in several pending lawsuits. 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.

                                       11

<PAGE>

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

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

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

RESULTS OF OPERATIONS
----------------------

     The nine months ended September 30, 2004 compared with the nine months
ended September 30, 2003.

     Revenues for the nine months ended September 30, 2004 decreased to
$6,966,383 from $9,987,193 for the nine months ended September 30, 2003. The
decrease of $3,020,810 30% is due primarily to the decreased revenues associated
with credit card processing which resulted in an overall decrease in sales and
the sale of certain e-commerce accounts and related billing software and host
server.

     Cost of sales for the nine months ended September 30, 2004 decreased to
$5,968,609 from $7,681,761 for the nine months ended September 30, 2003. The
decrease of $1,713,152 22%, resulted primarily from lower sales volume off-set
by increased processing fees.

     Selling and marketing expenses for the nine months ended September 30, 2004
$7,557 remained about the same as the $9,687 for the nine months ended September
30, 2003. The Company has held selling and marketing expenses down due to it
being known in the market place.

     General and administrative expenses for the nine months ended September 30,
2004 decreased to $1,244,378 from $2,109,788 for the nine months ended September
30, 2003. The decrease of $865,410 41% resulted primarily from a decrease of
salaries and wages, occupancy costs, Chase clearing and other operating
efficiencies realized through the consolidation of two offices into one and the
outsourcing of jobs to contractors.

     Interest expense, net, for the nine months ended September 30, 2004 was
$78,532, as compared to $207,940 for the nine months ended September 30, 2003.
The decrease resulted primarily from the Company's continued reduction of debt.

     Other (Income) Expense, net of Interest expense was ($435,214) for the nine
months ended September 30, 2004, as compared to $320,635 for the nine months
ended September 30, 2003. The increase in income of $755,749 resulted primarily
from the forgiveness of debt income $754,884 and the sale of a book of business
occurring in the first nine months of September 30, 2004, as compared to the
nine months ended September 30, 2003.

     Net income for the nine months ended September 30, 2004 was $102,471, as
compared to a loss of ($342,618) for the nine months ended September 30, 2003.
The difference, a gain of $445,089 is due to the forgiveness of debt, the sale
of a book of business and reduction of general and administrative expenses due
to increased efficiency in operations, off-set by lower gross profit.

                                       12

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES
--------------------------------

     The Company had cash overdraft of $19,563 at September 30, 2004, as
compared to cash of $28,393 at December 31, 2003.

     The Company had negative working capital at September 30, 2004. We believe
that cash generated from operations will not be sufficient to fund the current
and anticipated cash requirements. During the nine months ended September 30,
2004 the Company sold off a book of business (e-commerce accounts and related
billing software and host server) in order to pay down IRS claims against it and
its previously held subsidiary Processing Source International, Inc. The Company
is continuing its efforts to settle accounts with other creditors.

ITEM 3. CONTROLS AND PROCEDURES.

     Our President and Treasurer/Chief Financial Officer (the "Certifying
Officer") is responsible for establishing and maintaining disclosure controls
and procedures and internal controls and procedures for financial reporting for
the Company. The Certifying Officer has designed such disclosure controls and
procedures and internal controls and procedures for financial reporting to
ensure that material information is made known to him, particularly during the
period in which this report was prepared. The Certifying Officer has evaluated
the effectiveness of the Company's disclosure controls and procedures and
internal controls and procedures for financial reporting as of March 31, 2004
and believes that the Company's disclosure controls and procedures and internal
controls and procedures for financial reporting are effective based on the
required evaluation. There have been no significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

                                     PART II
                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS-

         The Company is subject to various claims and legal proceedings covering
         a wide range of matters that arise in the ordinary course of its
         business activities. 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 September 30, 2004
         the Company has accrued for the liability in full on its Balance Sheet.
         No payments have been made.

         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. These cases have been consolidated with the case of
         Bentley v. Barber, et al (see below) and have been settled as of August
         30, 2004.

                                       13


<PAGE>

         MERCHANTSWAREHOUSE.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.
         On November 7, 2003, Merchantswarehouse.com obtained a judgment
         consistent with the arbitrator's award. The Company is presently
         assessing the advisability of an appeal. The amount of the award has
         been accrued.

         CIT COMMUNICATIONS CO. ("CIT") - CIT, an equipment lessor, claims that
         we defaulted on an equipment lease. A request for entry of default was
         submitted on 7/8/04. It is expected that a default judgment against the
         Company will be entered soon. The total amount of any potential
         judgment for the value of the equipment has been accrued.

         FOLEY HOAG - This is a claim against PSI by a Boston law firm which
         worked on the MerchantWarehouse.com case for fees it says remain
         unpaid. The firm is seeking $48,000 in principal, plus interest, fees
         and costs. The firm has advised the Company that it has filed suit in
         Massachusetts, but the Company has yet to be served.

         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.

         FOSTER TEPPER - This is an action recently brought by a former attorney
         for the Company for approximately $63,000 in legal fees, which are
         allegedly due and payable. The Company has accrued $37,000 for this
         matter. Trial is scheduled to start August 30, 2004

         ACCESS HOLDINGS LIMITED PARTNERSHIP - This is a lawsuit brought on
         behalf of two holders of Company stock who claim the Company has
         violated a prior settlement agreement and that they are therefore
         entitled to the return of approximately 4.1 million shares of Company
         stock, which they had previously surrendered, to the Company per that
         agreement. This case has been consolidated with the case of Bentley v.
         Barber, et al (see below)and was settled August 30, 2004.

         BENTLEY V. WILLIAM R. BARBER, ET AL. - On March 22, 2002, James Bentley
         ("Plaintiff"), a shareholder of the Company, filed a shareholder
         derivative lawsuit against the Company and several individual
         defendants The parties have settled this lawsuit as of August 30, 2004.
         The settlement amount reached is for $750,000, discountable to $500,000
         if the Company pays Bentleys in strict accordance to the following
         schedule: $250,000 paid from the Chase Merchant Services deposit and
         $5,000 monthly, beginning August 30, 2004 thru November 30, 2005 with a
         balloon payment of $170,000 due on December 30, 2005. The terms of the
         settlement include the dismissal of all lawsuits related to the
         Bentleys, recognition of the $500,000 in promissory notes payable to
         Bentleys previously converted in the June 26, 2002 settlement agreement
         (included in the $750,000 settlement amount), and in consideration for
         the forgiveness of the NIS line of credit due to Ameropa, the Bentleys
         agree to release any and all security, restrictions and limitations on
         their stock and cause the issuance of 52% of the Company's stock to
         Barber or his designate.

                                       14


<PAGE>

ITEM 2.           CHANGES IN SECURITIES
     None.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES
     None.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
     No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the quarter ended September 30,
2004.

ITEM 5.           OTHER INFORMATION
     None.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

   a. Exhibit 31       CERTIFICATION OF CHIEF EXECUTIVE
                                    OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT
                                    TO SECTION 302 OF THE SARBANES-OXLEY ACT

      Exhibit 32       CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                                    AND CHIEF FINANCIAL OFFICER PURSUANT TO
                                    SECTION 906 OF THE SARBANES-OXLEY ACT

   b. Reports on 8-K during the quarter:
         1. Item 7.01 filed 8/30/04
         2. Item 8.01 filed 8/30/04

                                       15



<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Dated: November 22, 2004                          ACCESSPOINT CORPORATION

                                              By  /S/ Gene Valentine
                                                  ------------------------------

                                       16


<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>

         Signature                           Title                              Date
---------------------------     -----------------------------------     -----------------------

<S>                             <C>                                        <C>
/S/ GENE VALENTINE              Chairman of the Board of Directors         November 22, 2004
-----------------------
Gene Valentine

/S/ JOE BYERS                   Director                                   November 22, 2004
-----------------------
Joe Byers

/S/ MIKE SAVAGE                 Director                                   November 22, 2004
-----------------------
Mike Savage

                                Director                                   November 22, 2004
-----------------------

                                             17
</TABLE>