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


                                   FORM 10-QSB

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

                                   (MARK ONE)

              / X / FOR THE QUARTERLY PERIOD ENDED: MARCH 31, 2001

                                       OR

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

     FOR THE TRANSITION PERIOD FROM ________________ TO ___________________


                      COMMISSION FILE NUMBER _____________


                          ACCESSPOINT CORPORATION, INC.
 -------------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



                      NEVADA                               33-0679477
------------------------------------------------    ----------------------------

(STATE OR OTHER JURISDICTION OF INCORPORATION OR       (I.R.S. EMPLOYER
                        ORGANIZATION)                   IDENTIFICATION NUMBER)

     38 EXECUTIVE PARK, SUITE 350, IRVINE, CA                92614
------------------------------------------------       ---------------------

     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)              (ZIP CODE)


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (949) 852-8526

         INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE  SECURITIES  EXCHANGE  ACT OF
1934  DURING  THE  PRECEDING  12 MONTHS  (OR FOR SUCH  SHORTER  PERIOD  THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS),  AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS.
YES  / X /
NO  /   /

         INDICATE  THE  NUMBER OF  SHARES  OUTSTANDING  OF EACH OF THE  ISSUER'S
CLASSES OF COMMON STOCK AS OF THE LATEST PRACTICABLE DATE.

    Common stock, $0.001 par value                          17,999,702
               (CLASS)                           (OUTSTANDING AT APRIL 30, 2001)



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

                                      -1-
<PAGE>


                             ACCESSPOINT CORPORATION
                          FORM 10-QSB QUARTERLY REPORT
               AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2001


                                TABLE OF CONTENTS


PART I.     -     FINANCIAL INFORMATION

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

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

PART II.    -     OTHER INFORMATION

Item 1.           Legal Proceedings

Item 2.           Changes in Securities and Use of Proceeds

Item 3.           Defaults Upon Senior Securities

Item 4.           Submission of Matters to a Vote of Security Holders

Item 5.           Other Information

Item 6.           Exhibits and Reports on Form 8-K

                  Signatures



                                      -2-

<PAGE>


PART I - FINANCIAL INFORMATION

Item 1.     Consolidated Financial Statements







                             ACCESSPOINT CORPORATION

                  CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

                                 March 31, 2001













                                      -3-

<PAGE>





                             ACCESSPOINT CORPORATION
                  CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
                                 MARCH 31, 2001

                                TABLE OF CONTENTS








Independent Accountant's Report                                            5

Consolidated Balance Sheets                                                6

Consolidated Statements of Operations                                      7

Consolidated Statements of Cash Flows                                      8

Consolidated Statements of Changes in Stockholders' Equity                 9

Notes to Consolidated Financial Statements                                 10






                                       -4-

<PAGE>


                         INDEPENDENT ACCOUNTANT'S REPORT






To the Board of Directors
ACCESSPOINT CORPORATION
Irvine, California

Members of the Board:

We have reviewed the  accompanying  consolidated  balance  sheets of Accesspoint
Corporation and its  subsidiaries  ("the Company") as of March 31, 2001, and the
related consolidated statements of operations,  changes in stockholders' equity,
and cash flows for the three months then ended, in accordance with Statements on
Standards for Accounting and Review Services issued by the American Institute of
Certified  Public  Accountants.  All  information  included  in these  financial
statements is the representation of the management of the Company.

A review consists  principally of inquiries of Company  personnel and analytical
procedures  applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion  regarding the financial  statements taken
as a whole. Accordingly, we do not express such an opinion.

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

The accompanying March 31, 2000 financial statements of the Company are provided
for  comparative  purposes  only,  they were compiled by us in  accordance  with
Statements  on  Standards  for  Accounting  and  Review  Services  issued by the
American Institute of Certified Public Accountants.  A compilation is limited to
presenting  in  the  form  of  financial  statements  information  that  is  the
representation  of  management.  We have not audited nor  reviewed the March 31,
2000  financial  statements  and  accordingly,  do not express an opinion or any
other form of assurance on them.






May 9, 2001
Los Angeles, California




                                       -5-
<PAGE>
<TABLE>
<CAPTION>

                             ACCESSPOINT CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                                   (unaudited)

                                     ASSETS
                                                                       March 31,         December, 31
                                                                         2001                2000
                                                                      ----------         ------------
<S>                                                                   <C>                 <C>
Current Assets
         Cash and cash equivalents                                      $128,769             $31,954
         Accounts receivable, net                                        255,120             200,624
         Inventory                                                           640               1,911
         Other receivables                                                14,486              16,682
         Prepaid expenses                                                 32,794              26,429
                                                                      ----------          ----------
                 Total Current Assets                                    431,809             277,600
                                                                      ----------          ----------

Fixed Assets
         Furniture and equipment (net)                                   673,578             719,167
                                                                      ----------          ----------
                Total Fixed Assets                                       673,578             719,167
                                                                      ----------          ----------
Other Assets
         Deposits                                                        366,675             413,796
                                                                      ----------          ----------
                 Total Other Assets                                      366,675             413,796
                                                                      ----------          ----------
         Total Assets                                                 $1,472,062          $1,410,563
                                                                      ==========          ==========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                       March 31,         December, 31
                                                                         2001                2000
                                                                      ----------         ------------
Current Liabilities
         Accounts payable and accrued expenses                        $1,511,857          $1,420,337
         Accrued payroll taxes and penalties                             840,192             704,971
         Deferred compensation                                           221,477             223,977
         Current portion, capitalized leases                             220,376             210,704
         Current portion, notes payable                                  992,500             992,500
                                                                      ----------          ----------
         Total Current Liabilities                                     3,786,402           3,552,489
Capital Lease obligations, net of current portion                        225,364             283,990
Notes payable, net of current portion                                          0                   0
                                                                      ----------          ----------
         Total Liabilities                                             4,011,766           3,836,479
                                                                      ----------          ----------

Stockholders' Equity
         Common stock, $.001 par value, 25,000,000
              shares authorized, 17,741,337 and 16,557,560
              issued and outstanding, respectively                        17,741              16,558
         Preferred Stock, no par value, 5,000,000 shares
              authorized, 3,000,000  and 0 shares issued
              and outstanding, respectively                               78,750                   0
         Additional paid in capital                                    6,382,233           5,390,011
         Retained deficit                                             (9,018,428)         (7,832,485)
                                                                      ----------          ----------
         Total Stockholders' Equity                                   (2,539,704)         (2,425,916)
                                                                      ----------          ----------
         Total Liabilities and Stockholders' Equity                   $1,472,062          $1,410,563
                                                                      ==========          ==========
<FN>
The accompanying notes are an integral part of these consolidated financial statements
</FN>
</TABLE>


                                       -6-

<PAGE>
<TABLE>
<CAPTION>

                             ACCESSPOINT CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

                                                                           Three Months Ended
                                                                      March 31,            March 31,
                                                                         2001                2000
                                                                     -----------          ----------

<S>                                                                  <C>                  <C>
Sales, net                                                              $899,188            $497,991
Cost of sales                                                            253,169              54,513
                                                                     -----------          ----------
         Gross profit                                                    646,019             443,478
Selling expenses                                                          50,150              61,176
General and administrative expenses                                    1,626,518           1,134,732
                                                                     -----------          ----------

         Income (loss) from operations                                (1,030,649)           (752,430)
                                                                     -----------          ----------

Other (Income) Expense
         Interest income                                                     (16)                (74)
         Penalties                                                        71,976                   0
         Bad debt expense                                                 23,612                   0
         Interest expense                                                 55,222              22,720
                                                                     -----------          ----------
         Total Other (Income) Expense                                    150,794              22,646
                                                                     -----------          ----------

         Income (loss)  before
                income taxes                                          (1,181,443)           (775,076)

Provison for income taxes                                                  4,500               2,400
                                                                     -----------          ----------

         Net income (loss)                                           ($1,185,943)          ($777,476)
                                                                     ===========          ==========

         Net loss per share (basic and diluted)
              Basic                                                       ($0.07)             ($0.05)
              Diluted                                                     ($0.07)             ($0.05)
         Weighted average number of shares
              Basic                                                   17,149,449          14,888,000
              Diluted                                                 17,149,449          14,888,000

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


                                       -7-
<PAGE>
<TABLE>
<CAPTION>

                             ACCESSPOINT CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

                                                                            Three Months Ended
                                                                       March 31,           March 31,
                                                                         2001                 2000
                                                                     -----------          ----------
<S>                                                                  <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
         Net Income (loss)                                           ($1,185,943)          ($777,476)
Adjustments to reconcile net loss to net cash
used in operating activities:
         Amortization                                                          0                  65
         Depreciation                                                     80,981              63,202
         Decrease (Increase) in receivables                              (54,496)            177,481
         Decrease (Increase) in inventory                                  1,271              (1,880)
         Decrease (Increase) in other receivables                          2,196              (8,530)
         Decrease (Increase) in prepaid expenses                          (6,365)             14,928
         Decrease (Increase) in deposits                                  47,121             (17,240)
         (Decrease) Increase in accounts payable
              and accrued expenses                                        91,520             (19,411)
         (Decrease) Increase in accrued payroll taxes                    135,221             114,162
         (Decrease) Increase in deferred compensation                     (2,500)                  0
                                                                     -----------          ----------
         Total Adjustments                                               294,949             322,777
                                                                     -----------          ----------
         Net cash used in operations                                    (890,994)           (454,699)
                                                                     -----------          ----------

CASH FLOWS FROM INVESTING ACTIVITIES
         Purchase of intangibles                                               0                   0
         Purchase of furniture and equipment                             (35,392)                  0
                                                                     -----------          ----------
         Net cash used in investing activities                           (35,392)                  0
                                                                     -----------          ----------

CASH FLOWS FROM FINANCING ACTIVITIES
         Issuance of notes payable                                             0             105,000
         Payments on capital leases                                      (48,954)            (33,019)
         Sale of stock                                                 1,072,155             592,711
                                                                     -----------          ----------
         Net cash provided by financing activities                     1,023,201             664,692
                                                                     -----------          ----------
         Net change in cash and cash equivalents                          96,815             209,993
                                                                     -----------          ----------
         Cash and cash equivalents at beginning of year                   31,954              54,348
                                                                     -----------          ----------
         Cash and cash equivalents at end of year                       $128,769            $264,341
                                                                     ===========          ==========

         Supplemental cash flows disclosures:
              Income tax payments                                             $0                  $0
                                                                     -----------          ----------
              Interest payments                                          $28,661             $17,982
                                                                     -----------          ----------
              Non cash investing and financing
                  Addition of equipment on capital leases                     $0            $181,426
                                                                     -----------          ----------


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

                                       -8-

<PAGE>
<TABLE>
<CAPTION>

                             ACCESSPOINT CORPORATION
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (unaudited)
                                                                       March 31,         December 31,
                                                                         2001                2000
                                                                     ------------        ------------

<S>                                                                  <C>                  <C>
Retained (deficits)
         Balance at beginning of period                              ($7,832,485)        ($2,611,238)
         Net income (loss)                                            (1,185,943)         (5,221,247)
                                                                     ------------        ------------
         Balance at end of period                                     (9,018,428)         (7,832,485)
                                                                     ------------        ------------

Common stock, par value $.001 (thousands of shares)
         Balance at beginning of period                                   16,558              14,832
         Common stock issued                                               1,183               1,726
                                                                     ------------        ------------

         Balance at end of period                                         17,741              16,558
                                                                     ------------        ------------

Preferred stock, no par value  (thousands of shares)
         Balance at beginning of period                                        0                   0
         Preferred stock issued                                           78,750                   0
                                                                     ------------        ------------

         Balance at end of period                                         78,750                   0
                                                                     ------------        ------------

Additional paid in capital
         Balance at beginning of period                                5,390,011           2,315,265
         Sale of common stock                                            992,222           3,074,746
                                                                     ------------        ------------

         Balance at end of period                                      6,382,233           5,390,011
                                                                     ------------        ------------

Total stockholders' equity at end of period                          ($2,539,704)        ($2,425,916)
                                                                     ============        ============




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


                                       -9-
<PAGE>



                             ACCESSPOINT CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        THREE MONTHS ENDED MARCH 31, 2001


Note A - NATURE OF ACTIVITIES

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

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

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

         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  technology 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 directly via a private label portal
         provided by the Company.  This program,  called ISO Advantage,  aims to
         establish  a new  standard  for  service  and  support in the  merchant
         services   industry  and  appears  to  present   distinct   marketplace
         advantages for those sales organizations who enter the program.




                                      -10-

<PAGE>


                             ACCESSPOINT CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                        THREE MONTHS ENDED MARCH 31, 2001


Note B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         UNAUDITED INTERIM FINANCIAL INFORMATION
         The accompanying financial statements have been prepared by Accesspoint
         Corporation, ("Accesspoint" or the "Company") pursuant to the rules and
         regulations of the Securities and Exchange  Commission (the "SEC") Form
         10-QSB  and  Item  310  of  regulation  S-B,  and  generally   accepted
         accounting principles for interim financial reporting.  These financial
         statements are unaudited and, in the opinion of management, include all
         adjustments  (consisting of normal recurring  adjustments and accruals)
         necessary for a fair  presentation  of the balance  sheets,  operations
         results,  and cash flows for the periods  presented.  Operating results
         for the three-months  ended March 31, 2001 and 2000 are not necessarily
         indicative  of the  results  that may be  expected  for the year ending
         December  31,  2001,  or any future  period,  due to seasonal and other
         factors. Certain information and footnote disclosures normally included
         in financial  statements prepared in accordance with generally accepted
         accounting  policies have been omitted in accordance with the rules and
         regulations of the SEC. These  financial  statements  should be read in
         conjunction  with the audited  financial  statements  and  accompanying
         notes,  included  in the  Company's  Annual  Report  for the year ended
         December 31, 2000.

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

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

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

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

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


                                      -11-

<PAGE>

                             ACCESSPOINT CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                        THREE MONTHS ENDED MARCH 31, 2001


Note B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

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

         FIXED ASSETS
         Property   and   equipment   are   stated  at  cost  less   accumulated
         depreciation. Depreciation is provided on the straight-line method over
         the estimated useful lives of the assets,  or the remaining term of the
         lease, as follows:

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

         INVENTORY
         Inventory is valued at the lower of cost or market;  cost is determined
         on the weighted  average method.  As of March 31, 2001 and December 31,
         2000 inventory consisted only of finished goods.

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

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

         ADVERTISING
         Advertising costs are expensed in the year incurred.


                                      -12-

<PAGE>


                             ACCESSPOINT CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                        THREE MONTHS ENDED MARCH 31, 2001


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

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

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

Note C - BUSINESS COMBINATIONS

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

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


                                      -13-

<PAGE>


                             ACCESSPOINT CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                        THREE MONTHS ENDED MARCH 31, 2001


Note C - BUSINESS COMBINATIONS (CONTINUED)

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

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

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

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

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

                                             March 31,               March 31,
                                               2001                     2000
                                               ----                     ----
         Sales
                  Accesspoint               $   511,073            $   353,926
                  PSI                           304,505                264,242
                  Black Sun Graphics            165,735                 70,832
                  Eliminations                  (82,125)              (191,009)
                                            ------------           ------------
                  Combined                  $   899,188            $   497,991
                                            ------------           ------------

         Net Income (loss)
                  Accesspoint               $(  753,428)           $(  669,601)
                  PSI                        (  462,941)            (  127,728)
                  Black Sun Graphics             30,426                 19,853
                                            ------------            -----------
                  Combined                  $(1,185,943)           $(  777,476)
                                            ------------           ------------


                                      -14-
<PAGE>


                             ACCESSPOINT CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                        THREE MONTHS ENDED MARCH 31, 2001


Note D - CASH

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

Note E - FIXED ASSETS

         Fixed assets consist of the following:
                                                    March 31,       December 31,
                                                      2001               2000
                                                    ---------       ------------
            Furniture and fixtures                  $   71,364      $   71,364
            Office equipment                           244,623         243,634
            Computer hardware and software           1,002,982         968,578
            Leasehold improvements                      67,236          67,236
                                                    -----------    ------------
                                                     1,386,205       1,350,812
            Accumulated depreciation                  (712,626)       (631,645)
                                                    -----------    ------------
            Total                                   $  673,578      $  719,167
                                                    -----------     -----------

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

         For the three months  ended March 31, 2001 and the year ended  December
         31,  2000,  included  in  accumulated  depreciation  are  $341,765  and
         $295,474, recorded on assets under capital leases, respectively.

Note F- COMMITMENTS AND CONTINGENCIES

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

                  2002                               $ 220,676
                  2003                                 193,371
                  2004                                  30,277
                  2005                                   1,416

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

                  2002                               $  357,614
                  2003                                   34,475
                  2004                                   34,475
                  2005                                    3,972



                                      -15-

<PAGE>


                             ACCESSPOINT CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                        THREE MONTHS ENDED MARCH 31, 2001


Note F - COMMITMENTS AND CONTINGENCIES (CONTINUED)

         Rent  expense  for the three  months  ended March 31, 2001 and the year
         ended December 31, 2000 was $138,445 and $404,612, respectively.

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

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

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

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

         CONSULTING  AGREEMENTS  - During the first  quarter of 2001 the Company
         entered into a consulting  agreement with another corporation for media
         relations.  This agreement  stipulated for the payment of 20,000 shares
         of common stock per month for three months for payment of services. The
         corporation  was also granted  30,000 stock options for the purchase of
         common  stock at $1.00 per share for a period of twelve  months.  As of
         March31, 2001 60,000 shares have been issued with a value of $116,250.

         The Company has entered into a consulting  agreement with an individual
         in an advisory  capacity.  Compensation for services is 6,000 shares of
         common stock issued pro-rata over twelve months and 2,400 stock options
         for the  purchase  of common  stock at an  exercise  price of $3.37 per
         share.  The stock options also vest pro-rata over twelve months.  As of
         March 31, 2001 the Company has issued 1000 shares of stock with a value
         of $3,688 to this individual.


                                      -16-

<PAGE>



                             ACCESSPOINT CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                        THREE MONTHS ENDED MARCH 31, 2001


Note F - COMMITMENTS AND CONTINGENCIES (CONTINUED)

         The  Company has  entered  into a  consulting  agreement  with  another
         company for their marketing  services.  The contract stipulates payment
         of 3,125 shares of stock for each of eight  agreed upon  projects for a
         total of 25,000 shares. Payment is to be made at the completion of each
         project.  As of March 31, 2001 3,125 shares have been issued under this
         agreement with a value of $4,883.

         The Company has entered into a consulting  agreement with an individual
         for  services.  The agreement  stipulates  payment of 15,000 shares for
         services  from  November  2000 to February  2001. As of March 31, 2001,
         15,000  shares had been  issued  under this  agreement  with a value of
         $30,000.

Note H - STOCK AND WARRANTS

         At March 31, 2001,  the Company has  25,000,000  shares  authorized and
         17,663,212  shares issued and outstanding of common stock.  The Company
         had 5,000,000 shares authorized and no issued and outstanding preferred
         stock.

         In addition,  the Company had outstanding at March 31, 2001,  1,735,000
         warrants  convertible into common shares at various prices ranging from
         $0.34 to $7.50, with expirations dates through October 2005.

                                              WEIGHTED AVERAGE  WEIGHTED AVERAGE
         EXERCISE PRICE RANGE      AMOUNT     CONTRACTUAL LIFE   EXERCISE PRICE
         --------------------      -------    ----------------   --------------
         $0.01 - $0.34             375,000    45 months                  $0.34
         $5.25 - $6.00              90,000    35 months                  $5.96
         $7.00                   1,270,000    23 months                  $7.00

         At March 31,  2001,  the  Company  has common  stock  reserved  for the
following reasons:

                  Exercise of common stock warrants           1,735,000
                  Exercise of employee stock options          3,851,101
                                                              ---------
                                                              5,586,101



                                      -17-


<PAGE>


                             ACCESSPOINT CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                        THREE MONTHS ENDED MARCH 31, 2001


Note J - DEBT

         At March 31, 2001 and December 31, 2000,  the Company had notes payable
         outstanding  in the  aggregate  amount of  $1,438,240  and  $1,487,194,
         respectively. Payable as follows:

<TABLE>
<CAPTION>

                                                                March 31,      December 31,
                                                                  2001             2000
                                                              -----------      ------------

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


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

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

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

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

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

         Capitalized lease obligations, interest at
         varying rates, payments through May 2004               445,740          494,694
                                                              ----------       ---------

                                                              1,438,240        1,487,194

                   Current portion                            1,212,876        1,203,204
                                                              ---------        ---------

                   Long-term portion                          $ 225,364        $ 283,990
                                                              ---------        ---------

</TABLE>

                                      -18-

<PAGE>

                             ACCESSPOINT CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                        THREE MONTHS ENDED MARCH 31, 2001


Note K - SECURITIES AGREEMENT

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

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

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

Note M - RELATED PARTY TRANSACTIONS

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

Note N - INCOME TAXES

         Total  Federal and State  income tax expense for the three months ended
         March 31, 2001 was $2,400.  This amount  represents  the minimum annual
         tax liability  under  California  tax code.  No future  benefit for the
         realization  of an  operating  loss  carry-forward,  in the  form of an
         asset,  has been recognized due to the ongoing nature of the losses and
         the potential  inability for the Company to ever realize their benefit.
         For the period ended March 31 2001, there is no difference  between the
         federal  statutory  tax rate and the  effective  tax rate.  At the year
         ended  December 31, 2000 the Company had available  net operating  loss
         carry-forwards   of   approximately   $7,010,000  after  adjusting  for
         limitation,  to be offset against future taxable income.  The operating
         loss carry forwards will expire at various dates through the year 2015.


                                      -19-

<PAGE>


                             ACCESSPOINT CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                        THREE MONTHS ENDED MARCH 31, 2001


Note O - FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

Note P - GOING CONCERN

         The Company has suffered recurring losses and cash deficiencies.  These
         issues may raise substantial concern about its ability to continue as a
         going concern.

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

         The Company made  substantial  investments last year in the development
         of  infrastructure  to support its transaction  processing and business
         automation  services.  During the first quarter of 2001 the Company has
         continued  to make  investments  in the  development  of our  sales and
         distribution  channels and expanded its roll in the processing industry
         with the  development  of support for new  non-cash  payment  services,
         features  and  sales  channel  management  services.   These  continued
         investments  in both fixed assets and  strategic  marketing  agreements
         have   provided   the  Company   with   expanded   revenue   generating
         capabilities.

         The continued  investments in assets and the development of a marketing
         channel during the Company's transition from a third party software and
         web services  provider to a primary  provider of financial  transaction
         underwriting,  processing and business management services has in large
         part contributed to the continued losses.

         The purpose of these  investments is to develop the Company's sales and
         distribution  Infrastructure,  enhance its sales management and account
         servicing  capabilities and expand its transaction  processing  product
         offerings.  Today the Company is are experiencing  increasing  revenues
         through these  investments  and anticipate  per client average  monthly
         gross  revenues to  continue to increase  during the first full year of
         operations in the processing industry.


                                      -20-

<PAGE>

                             ACCESSPOINT CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                        THREE MONTHS ENDED MARCH 31, 2001


Note P - GOING CONCERN (CONTINUED)

         Currently,    the   wholly   owned   subsidiary,    Processing   Source
         International, Inc. (PSI), is a member processor, under the sponsorship
         of Chase Manhattan Bank, within the Visa/MasterCard association for the
         processing of card transactions and the Company's  sponsorship  through
         First  National Bank of Omaha for the  processing of electronic  checks
         and check  conversion  within the  National  Automated  Clearing  House
         Association  (NACHA) network.  These strategic  relationships  combined
         with its  extensive  experience in the Internet  technology  sector are
         allowing  the  Company  to  provide  bundled  services   typically  not
         available elsewhere.

         The Company's newly developed  revenue sources have allowed the Company
         to experience an increase in gross  revenues for the period ended March
         31,  2001  as   compared  to  the  period   ended  March  31,  2000  of
         approximately  80%. It is  anticipated  that the  continued  successful
         development of the expanded role as a primary processor will contribute
         to both  predictable and increased  revenues during the first full year
         of operations  as a processor.  The Company  anticipates  being able to
         finance  operations  through direct  revenues near the end of its first
         full year of operations as a processor.

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






                                      -21-

<PAGE>



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

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

Overview

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

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

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

COMPARISON OF THREE MONTHS ENDED MARCH 31, 2001 AND 2000

         Revenues  for the three  months  ended,  March 31,  2001  increased  to
$899,188 from $497,991 for the three months ended,  March 31, 2000. The increase
of $401,197,  or 80.6% is due  primarily to the growth of our sales  channel and
merchant  portfolio for our  transaction  processing and  underwriting  services
during this three-month period, which has begun to produce revenues.

         Cost of sales for the three months ended,  March 31, 2001  increased to
$253,169 from $54,513 for the three months ended,  March 31, 2000.  The increase
of $198,656 or 364.4%  resulted  primarily  from the growth in sales  associated
with our transaction processing and underwriting services.

         Selling and marketing  expenses for the three months  ended,  March 31,
2001  decreased to $50,150 from  $61,176 for the three months  ended,  March 31,
2000. This decrease of $11,026, or 18.0% resulted primarily from the decrease in
commissions associated with the decline in sales from the retail division of our
subsidiary, PSI. Moreover, we have focused on reducing overhead costs, including
the reduction in trade show expenses, advertising consulting costs, and printing
costs for brochure and promotional  materials during the development and rollout
of our processing and underwriting platform.

                                      -22-

<PAGE>

         General and  administrative  expenses for the three months ended, March
31, 2001  increased to $1,626,518  from  $1,134,732  for the three months ended,
March 31, 2000. The increase of $491,786,  or 43.3%  resulted  primarily from an
increase in legal and accounting  expenses,  an increase in consulting services,
an  increase  in total  payroll  expense of  $151,269  from  $655,052 in 2000 to
$806,320 in 2001,  and an  increase  in  facilities  expenses  primarily  due to
business  development  needs and expansion during the development and rollout of
our processing and underwriting platform. Depreciation expense also increased in
the  amount  of  $17,779  from  $63,202  in 2000 to  $80,981  in 2001 due to the
increase in fixed assets.

         Interest expense,  net, for the three months ended,  March 31, 2001 was
$55,206,  as compared to $22,646 for the three months ended, March 31, 2000. The
increase of $32,560,  or 143.8% in interest expense resulted  primarily from the
addition of furniture & fixtures and computer  equipment  financed under capital
lease agreements.

         Other  expense,  net,  for the three months  ended,  March 31, 2001 was
$95,588.  This  includes  primarily the write-off of bad debt and the accrual of
penalties associated with unpaid payroll taxes.

         Net loss for the  three  months  ended,  March  31,  2001 and the three
months ended, March 31, 2000 was $(1,185,943) and $(777,476), respectively.

LIQUIDITY AND CAPITAL RESOURCES

         Working  capital  (deficit)  at  March  31,  2001 was  $(3,354,593)  as
compared to $(3,274,889) at December 31, 2000.

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

         Cash and cash equivalents at March 31, 2001 were $128,769,  an increase
of $96,815  from  December 31, 2000.  During the three months  ended,  March 31,
2001, the Company used $890,994 net cash in operating  activities as compared to
using $454,699 for the three months ended, March 31, 2000. This increase of cash
used in operations of $436,295 was primarily a result of the increase in the net
loss for 2001,  coupled  with an  increase in payroll  tax  liabilities  for the
quarter ended, March 31, 2001.

         During the three  months  ended,  March 31,  2001,  we used $35,392 for
investing  activities as compared to $0, for the three months  ended,  March 31,
2000.  The  increased  use of cash for  investing  activities  resulted from the
acquisition of furniture and fixtures under fixed assets.

         During the three months ended, March 31, 2001, we generated net cash of
$1,023,201  from  financing  activities  as compared  to $664,692  for the three
months  ended,  March 31,  2000.  The increase of $358,509  resulted  from funds
raised in a Regulation D, Rule 504, and Regulation S, Rule 144 private placement
of common stock.

         Without further equity offerings through private placements, we believe
that our cash,  cash  equivalents  and short-term  investments at March 31, 2001
will not be sufficient to meet our liquidity needs over the next twelve months.

         We currently leases office space on a short-term twelve-month sub-lease
basis and could be required  to move after the  expiration  of the  twelve-month
period in June 2001. We are attempting to  re-negotiate  a longer-term  lease at
its present location. The major capital expenditures we could incur if it needed
to move would be related to relocation of office  computers,  local area network
hardware, office telephony and office equipment and furniture. However, we house
our Internet  computer servers and Internet network  equipment and components at
the Exodus  Communications  Center located in Irvine, CA. We do not anticipate a
foreseeable need to re-locate its Internet  computer  servers,  Internet network
equipment and components.

         We had, at March 31, 2001, working capital of $(3,354,593).  We believe
that cash generated from operations  will not be totally  sufficient to fund our
current  and  anticipated  cash  requirements.  We  plan  to  obtain  additional
financing  from equity and debt  placements.  We do not believe that our current
operational  plans for the next  twelve  months  will be  curtailed  or  delayed
because of the lack of sufficient financing.  We have been able to raise capital
in a series of equity  and debt  offerings  in the past.  While  there can be no
assurances  that we will be able to obtain such additional  financing,  on terms
acceptable  to us and  at  the  times  required,  or at  all,  we  believe  that
sufficient capital can be raised in the foreseeable future.

                                      -23-

<PAGE>

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

         None.

Item 2.  Changes in Securities and Use of Proceeds

         On October 1, 1999 we filed a  Certificate  of  Amendment  amending our
Articles  of  Incorporation.  The  amendment,  among other  things,  changed our
authorized  capital to 30,000,000  shares  consisting  of  25,000,000  shares of
common stock,  par value $.001,  and 5,000,000  shares of preferred  stock,  par
value $.001. The amendment  further  specified that our Board of Directors would
be  authorized  to fix and  determine  by  resolution  the  relative  rights and
preferences of the preferred shares.

         Our Board of Directors  adopted a resolution fixing and determining the
relative  rights and  preferences  of the preferred  shares.  The resolution was
filed as a Certificate of  Determination  on April 17, 2000. The  Certificate of
Determination  designated the initial series of preferred shares as Series A and
designated the number of shares constituting Series A as 2,500,000.  Pursuant to
the  relative  rights and  preferences  adopted by our Board of  Directors,  the
preferred shares,  Series A, are non-voting and convertible into common stock of
our corporation.  The preferred shares, Series A, are restricted so that the our
Corporation  has the right of first refusal on any proposed sale or transfer and
the right to purchase the shares on the occurrence of certain other events, such
as the  termination  of the holder's  employment  with our Company or any of its
subsidiaries.  The preferred shares, Series A, are redeemable by our Corporation
at the rate of  $0.10  per  share.  The  preferred  shares,  Series  A, are also
entitled to special  dividends as may be declared by our Board of Directors  and
to certain liquidation preferences.

         On May 26, 2000, we filed a Certificate  of Amendment of  Determination
of Preferences of Preferred  Shares which changed number of shares  constituting
the preferred shares, Series A, to 5,000,000.  The rights and preferences of the
preferred  shares,  Series A, do not  effect  the  rights of the  holders of our
common stock.

         On January 2, 2001 we issued 2,000,000  preferred shares,  Series A, to
Al Urcuyo,  500,000 preferred  shares,  Series A, to Walter E. Burch and 500,000
preferred  shares,  Series A, to Eric J.  Odegard.  The  shares  were  issued in
accordance  with  separate  Stock  Bonus  Agreements  between  us and the  above
persons, as parts of separate  compensation  packages upon the attainment of the
above persons of certain employment performance milestones.

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

         On January 1, 2001 we issued  20,000  shares of common  voting stock to
Capital Holdings Group Worldwide,  Inc. pursuant to a consulting  agreement with
Alliance  Consulting  Group,  Inc.  These  shares were  issued in  exchange  for
consultant  services  rendered to the  Company.  We did not  publicly  offer any
securities and no underwriter was utilized and we did not pay any finder's fees,
discounts or  commissions  in  connection  with the above  offer.  The offer was
exempt  pursuant  to Section  4(2) of the Act,  Regulation  D, and  pursuant  to
Section  25102(f) of the California  Corporations  Code.  Capital Holdings Group
Worldwide,  Inc.  acquired  the shares for their own  account  for  exchange  of
services with no then present  intention of dividing his interest with others or
of  reselling or  otherwise  disposing of all or any portion of the shares.  The
shares  were  offered  in  a  private  transaction,  which  was  not  part  of a
distribution  of the shares.  We, or our  officers or  directors or our or their
affiliates  or  representatives,   had  a  pre-existing   personal  or  business
relationship with Alliance Consulting Group, Ltd.

         On January 17, 2001 we issued  3,125  shares of common  voting stock to
Mark Deo. These shares were issued in exchange for consultant  services rendered
to the Company.  We did not publicly offer any securities and no underwriter was
utilized  and we did not pay any finder's  fees,  discounts  or  commissions  in
connection  with the above offer.  The offer was exempt pursuant to Section 4(2)
of the Act,  Regulation  D, and pursuant to Section  25102(f) of the  California
Corporations  Code.  Mark Deo  acquired  the  shares for their own  account  for
exchange of services  with no then  present  intention  of

                                      -24-

<PAGE>

dividing his interest with others or of reselling or otherwise  disposing of all
or any portion of the shares. The shares were offered in a private  transaction,
which was not part of a  distribution  of the  shares.  We, or our  officers  or
directors or our or their  affiliates  or  representatives,  had a  pre-existing
personal or business relationship with Mark Deo.

         On January 24, 2001 we issued  21,165  shares of common voting stock to
Greg  Tolleson.  These  shares were issued in exchange for  consultant  services
rendered  to the  Company.  We did not  publicly  offer  any  securities  and no
underwriter  was  utilized and we did not pay any  finder's  fees,  discounts or
commissions in connection with the above offer. The offer was exempt pursuant to
Section 4(2) of the Act,  Regulation D, and pursuant to Section  25102(f) of the
California  Corporations  Code.  Mr.  Tolleson  acquired  the shares for his own
account for exchange of services with no then present  intention of dividing his
interest  with  others or of  reselling  or  otherwise  disposing  of all or any
portion of the shares. The shares were offered in a private  transaction,  which
was not part of a distribution  of the shares.  We, or our officers or directors
or our or their affiliates or  representatives,  had a pre-existing  personal or
business relationship with Mr. Tolleson.

         On February 1, 2001 we issued  20,000  shares of common voting stock to
Capital Holdings Group Worldwide,  Inc. pursuant to a consulting  agreement with
Alliance  Consulting  Group,  Inc.  These  shares were  issued in  exchange  for
consultant  services  rendered to the  Company.  We did not  publicly  offer any
securities and no underwriter was utilized and we did not pay any finder's fees,
discounts or  commissions  in  connection  with the above  offer.  The offer was
exempt  pursuant  to Section  4(2) of the Act,  Regulation  D, and  pursuant  to
Section  25102(f) of the California  Corporations  Code.  Capital Holdings Group
Worldwide,  Inc.  acquired  the shares for their own  account  for  exchange  of
services with no then present  intention of dividing his interest with others or
of  reselling or  otherwise  disposing of all or any portion of the shares.  The
shares  were  offered  in  a  private  transaction,  which  was  not  part  of a
distribution  of the shares.  We, or our  officers or  directors or our or their
affiliates  or  representatives,   had  a  pre-existing   personal  or  business
relationship with Alliance Consulting Group, Ltd.

         On  February 1, 2001 we sold 10,000  shares of common  voting  stock to
John G.  Eliason,  an  individual.  The shares were sold at a price of $0.78 per
share for a total purchase price of $7,800.00.  The shares were sold pursuant to
a written agreement. We did not publicly offer any securities and no underwriter
was utilized and we did not pay any finder's  fees,  discounts or commissions in
connection with the above offer and sale. The offer and sale was exempt pursuant
to Section 4(2) of the Act,  Regulation  D, and pursuant to Section  25102(f) of
the California  Corporations  Code. Mr. Eliason  acquired the shares for his own
account for investment  with no then present  intention of dividing his interest
with others or of reselling or otherwise  disposing of all or any portion of the
shares. The shares were purchased in a private  transaction,  which was not part
of a  distribution  of the shares.  We, or our  officers or  directors or our or
their  affiliates or  representatives,  had a pre-existing  personal or business
relationship with Mr. Eliason.

         On February 14, 2000 we issued  15,000 shares of common voting stock to
John Dupont,  an  individual.  The shares were issued in exchange for consulting
services.  We did not  publicly  offer any  securities  and no  underwriter  was
utilized  and we did not pay any finder's  fees,  discounts  or  commissions  in
connection with the above issuance,  offer or sale. The issuance,  offer or sale
was exempt  pursuant to Section  4(2) of the Act,  Regulation  S,  Regulation  D
promulgated  thereunder,  and  pursuant to Section  25102(f)  of the  California
Corporations  Code.  Mr.  Dupont  acquired  the  shares  for his own  account in
exchange for services  rendered to the Company with no then present intention of
dividing his interest with others or of reselling or otherwise  disposing of all
or any portion of the shares.  The shares were issued in a private  transaction,
which was not part of a  distribution  of the  shares.  We, or our  officers  or
directors or our or their  affiliates  or  representatives,  had a  pre-existing
personal or business relationship with Mr. Dupont.

         On February 15, 2001 we issued  19,582 shares of common voting stock to
Martin E. Janis.  These shares were issued in exchange for  consultant  services
rendered  to the  Company.  We did not  publicly  offer  any  securities  and no
underwriter  was  utilized and we did not pay any  finder's  fees,  discounts or
commissions in connection with the above offer. The offer was exempt pursuant to
Section 4(2) of the Act,  Regulation D, and pursuant to Section  25102(f) of the
California  Corporations Code. Mr. Janis acquired the shares for his own account
for exchange of services with no then present intention of dividing his interest
with others or of reselling or otherwise  disposing of all or any portion of the
shares. The shares were offered in a private transaction,  which was not part of
a distribution  of the shares.  We, or our officers or directors or our or their
affiliates  or  representatives,   had  a  pre-existing   personal  or  business
relationship with Mr. Janis.

         On February  21, 2001 we sold 10,000  shares of common  voting stock to
Paul Crupi,  an  individual.  The shares were sold at a price of $0.94 per share
for a total  purchase  price of  $9,400.00.  The shares were sold  pursuant to a
written  agreement.  We did not publicly offer any securities and no underwriter
was utilized and we did not pay any finder's  fees,  discounts or commissions in
connection with the above offer and sale. The offer and sale was exempt pursuant
to Section 4(2) of the Act,  Regulation  D, and pursuant to Section  25102(f) of
the  California  Corporations  Code.  Mr. Crupi  acquired the shares for his own
account for investment  with no then present  intention of dividing his interest
with others or of reselling or otherwise

                                     -25-

<PAGE>

disposing  of all or any portion of the shares.  The shares were  purchased in a
private transaction,  which was not part of a distribution of the shares. We, or
our officers or directors or our or their affiliates or  representatives,  had a
pre-existing personal or business relationship with Mr. Crupi.

         On March 1, 2001 we issued  20,000  shares  of common  voting  stock to
Capital Holdings Group Worldwide,  Inc. pursuant to a consulting  agreement with
Alliance  Consulting  Group,  Inc.  These  shares were  issued in  exchange  for
consultant  services  rendered to the  Company.  We did not  publicly  offer any
securities and no underwriter was utilized and we did not pay any finder's fees,
discounts or  commissions  in  connection  with the above  offer.  The offer was
exempt  pursuant  to Section  4(2) of the Act,  Regulation  D, and  pursuant  to
Section  25102(f) of the California  Corporations  Code.  Capital Holdings Group
Worldwide,  Inc.  acquired  the shares for their own  account  for  exchange  of
services with no then present  intention of dividing his interest with others or
of  reselling or  otherwise  disposing of all or any portion of the shares.  The
shares  were  offered  in  a  private  transaction,  which  was  not  part  of a
distribution  of the shares.  We, or our  officers or  directors or our or their
affiliates  or  representatives,   had  a  pre-existing   personal  or  business
relationship with Alliance Consulting Group, Ltd.

         During  the  three  months  ended,  March  31,  2001 we sold a total of
1,044,900  shares of common  voting stock to Citizen Asia Pacific  Limited.  The
shares  were  sold at  various  prices  ranging  from  $0.53 to $1.33  per share
representing a total purchase price and proceeds to our Company of $790,354.  As
a convenience to Citizen Asia Pacific Limited, the certificates representing the
above  shares were created  naming  holders  designated  by Citizen Asia Pacific
Limited  from time to time.  We did not  publicly  offer any  securities  and no
underwriter  was  utilized.  We  paid  no  other  finder's  fees,  discounts  or
commissions in connection  with the above offer and sale. The offer and sale was
exempt  pursuant to Regulation S because  Citizen Asia Pacific  Limited is a non
U.S.  company and neither  Citizen Asia Pacific Limited nor any person or entity
for whom Citizen Asia Pacific Limited was acting as fiduciary is a U.S.  person.
Further,  the above offer and sale was made in an offshore transaction and there
were no directed  selling  efforts in the United States in  connection  with the
above offer and sale.

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

Item 3.  Defaults upon Senior Securities.

         None.

Item 4.  Submission of Matters to a Vote of Security Holders.

         None.

Item 5.  Other Information.

         Alfred Urcuyo,  is President and Chief Executive  Officer of Processing
Source International,  Inc. (PSI), a wholly owned subsidiary of our Company, and
holds the Office of the President  and serves as a Director of our Company.  PSI
entered into a new  employment  agreement  with Al Urcuyo on August 1, 2000. The
new  agreement  went into effect on January 1, 2001.  The  Employment  Agreement
provides for an annual  salary of $200,000 and other  benefits.  The  employment
agreement  provides that Mr. Urcuyo's annual  compensation it to be increased to
Four Hundred  Thousand  Dollars  ($400,000.00)  per year on the first day of the
first month  immediately  following the generation by PSI of One Million Dollars
($1,000,000.00)  per month  gross  revenue.  The  employment  agreement  further
provides that Mr. Urcuyo's annual compensation is to be increased to Six Hundred
Thousand  Dollars  ($600,000.00)  per year on the  first  day of the fist  month
immediately following the generation by PSI of Two Million Five Hundred Thousand
Dollars ($2,500,000.00) per month gross revenue.

         The  Employment  Agreement  with Mr.  Urcuyo also provides for non-cash
compensation.  In addition to the cash compensation set forth above, the Company
granted  to Mr.  Urcuyo an option to  purchase  32,051  shares of our  Company's
Common Stock per year during the term of the  Agreement,  with an exercise price
of $3.12 each, which vest at a rate of 1/12th (2,670) per month. The options are
exercisable  for a period  of five (5) years  from the grant  date and carry the
same registration rights granted to members of PSI's and our Company's executive
management team.

                                       -26-

<PAGE>

Item 6.  Exhibits and Reports on Form 8-K


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

         (a)      Exhibits

                  3.1 * Certificate of Amendment of Articles of Incorporation

                  4.1 * Certificate of Determination of Preferences of Preferred
                        Shares of Accesspoint Corporation
                  4.2 * Certificate of Amendment of Determination of Preferences
                        of Preferred Shares of Accesspoint   Corporation

                  10.1*  Stock Purchase Agreement - John G. Eliason
                  10.2*  Stock Purchase Agreement - Paul Crupi
                  10.3*  Stock Bonus Agreement - Al Urcuyo
                  10.4*  Stock Bonus  Agreement - Eric  Odegard
                  10.5*  Stock  Bonus  Agreement  -  Walter  Burch
                  10.6*  Employment Agreement  - Al  Urcuyo
                  10.7*  Stock  Option  Agreement  - Al Urcuyo
                  10.8** Stock  Purchase  Agreement - Citizen Asia Pacific
                         Limited
                  10.9** Amended Stock Purchase Agreement - Citizen Asia Pacific
                         Limited
                  10.10* Media  Relations  Service  Agreement - Alliance
                         Consulting  Group


                  *   Attached to this Form 10-QSB.

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

         (b)      Reports on Form 8-K

                  None.




                                      -27-


<PAGE>


                                   Signatures

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


Dated: May 21, 2001                         ACCESSPOINT CORPORATION

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


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







                                      -28-