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: SEPTEMBER 30, 2001

                                       OR

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

     FOR THE TRANSITION PERIOD FROM ________________ TO ___________________


                      COMMISSION FILE NUMBER _____________


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



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

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

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

(Address of Principal Executive Offices)                         (Zip Code)


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

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

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

   Common stock, $0.001 par value                          22,257,477
               (Class)                         (Outstanding at October 31, 2001)


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


<PAGE>


                             ACCESSPOINT CORPORATION
                          FORM 10-QSB QUARTERLY REPORT
        AS OF AND FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001


                                TABLE OF CONTENTS


PART I.     -     FINANCIAL INFORMATION

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

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

PART II.    -     OTHER INFORMATION

Item 1.           Legal Proceedings

Item 2.           Changes in Securities and Use of Proceeds

Item 3.           Defaults Upon Senior Securities

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

Item 5.           Other Information

Item 6.           Exhibits and Reports on Form 8-K

                  Signatures



                                       2

<PAGE>


PART I - FINANCIAL INFORMATION

ITEM 1.     CONSOLIDATED FINANCIAL STATEMENTS













                             ACCESSPOINT CORPORATION

                  CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

                           September 30, 2001 and 2000






<PAGE>





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

                                TABLE OF CONTENTS








Independent Accountant's Report                                               2

Consolidated Balance Sheets                                                   3

Consolidated Statements of Operations                                         4

Consolidated Statements of Cash Flows                                         5

Consolidated Statements of Changes in Stockholders' Equity                    6

Notes to Consolidated Financial Statements                                    7








                                       1

<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 September 30, 2001 and
2000,  and  the  related  consolidated  statements  of  operations,  changes  in
stockholders'  equity,  and cash flows for the three months and nine months then
ended,  in accordance  with  Statements on Standards for  Accounting  and Review
Services issued by the American Institute of Certified Public  Accountants.  All
information  included in these financial statements is the representation of the
management of the Company.

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

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

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







November 1, 2001
Los Angeles, California


                                       2

<PAGE>
<TABLE>
<CAPTION>

                           ACCESSPOINT CORPORATION
                         CONSOLIDATED BALANCE SHEETS
                  SEPTEMBER 30, 2001 AND DECEMBER 31, 2000
                                 (unaudited)

                                    ASSETS
                                                     SEPTEMBER 30,  DECEMBER 31,
                                                         2001           2000
                                                     -------------  ------------
<S>                                                  <C>            <C>
Current Assets
       Cash and cash equivalents                     $    82,370    $    31,954
       Accounts receivable (net)                         232,472        200,624
       Inventory                                          20,140          1,911
       Other receivables                                   6,498         16,682
       Prepaid expenses                                   22,925         26,429
                                                      ----------     ----------
               Total Current Assets                      364,403        277,600
                                                      ----------     ----------
Fixed Assets
       Furniture and equipment (net)                     528,608        719,167
                                                      ----------     ----------
              Total Fixed Assets                         528,608        719,167
                                                      ----------     ----------
Other Assets
       Deposits                                          366,675        413,796
       Intangibles, net                                        0              0
                                                      ----------     ----------
               Total Other Assets                        366,675        413,796
                                                      ----------     ----------
       Total Assets                                  $ 1,259,687    $ 1,410,563
                                                      ==========     ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                     SEPTEMBER 30,  DECEMBER 31,
                                                        2001            2000
                                                     -------------  ------------
Current Liabilities
       Accounts payable and accrued expenses         $ 1,501,395    $ 1,420,337
       Accrued payroll tax liabilities                   763,563        704,971
       Deferred compensation                             221,477        223,977
       Customer deposits                                 113,428              0
       Current portion, capitalized leases               223,124        210,704
       Current portion, notes payable                  1,066,500        992,500
                                                      ----------     ----------
       Total Current Liabilities                       3,889,488      3,552,489

Capital Lease obligations, net of current portion        130,594        283,990
Notes payable, net of current portion                          0              0
                                                      ----------     ----------
       Total Liabilities                               4,020,082      3,836,479
                                                      ----------     ----------

Stockholders' Equity

       Preferred Stock, $.001 par value, 5,000,000
            shares authorized, 1,666,108 and 0
            issued and outstanding, respectively     $     1,666    $         0

       Common stock, $.001 par value, 25,000,000
            shares authorized, 21,557,477 and
            16,557,560issued and outstanding,
            respectively                                  21,558         16,558

       Additional paid in capital                      7,731,592      5,390,011
       Retained deficit                              (10,515,211)    (7,832,485)
                                                      ----------     ----------
       Total Stockholders' Equity                     (2,760,395)    (2,425,916)
                                                      ----------     ----------
       Total Liabilities and Stockholders' Equity    $ 1,259,687    $ 1,410,563
                                                      ==========     ==========

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

                                       3

<PAGE>
<TABLE>
<CAPTION>

                             ACCESSPOINT CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
             THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (unaudited)

                                                Three Months Ended September 30,   Nine Months Ended September 30,
                                                      2001            2000              2001           2000
                                                ---------------   --------------   --------------  ---------------
<S>                                                <C>            <C>               <C>             <C>
Sales, net                                         $ 1,690,498    $   630,124       $  3,595,409    $ 1,682,668
Cost of sales                                          950,185         97,526          1,716,086        187,703
                                                ---------------   --------------   --------------  ---------------
       Gross profit                                    740,313        532,598          1,879,323      1,494,965
Selling expenses                                        85,573        105,217            303,785        200,155
General and administrative expenses                  1,110,209      1,986,116          3,919,258      4,593,092
                                                ---------------   --------------   --------------  ---------------
       Income (loss) from operations                  (455,469)    (1,558,735)        (2,343,720)    (3,298,282)
                                                ---------------   --------------   --------------  ---------------

Other (Income) Expense
       Interest income                                  (3,978)           (13)            (6,825)        (1,131)
       Interest expense                                 22,523         36,237            132,411         96,935
       Other miscellaneous                               7,575              0              4,408              0
       Debt forgiveness                                 (7,598)             0             (7,598)             0
       Penalties                                           143        148,222            108,375        186,851
       Bad Debts                                        82,157        (98,894)           119,568        276,903
                                                ---------------   --------------   --------------  ---------------
       Total Other (Income) Expense                    100,822         85,552            350,339        559,558
                                                ---------------   --------------   --------------  ---------------

       Income (loss)  before
            income taxes                              (556,290)    (1,644,287)        (2,694,059)    (3,857,840)

Provison for income taxes                              (14,533)           800            (11,333)         1,600
                                                ---------------   --------------   --------------  ---------------
       Net income (loss)                           $  (541,757)   $(1,645,087)      $ (2,682,726)   $(3,859,440)
                                                ===============   ==============   ==============  ===============

       Net loss per share (basic and diluted)
            Basic                                  $     (0.03)   $     (0.10)      $      (0.12)   $     (0.24)
            Diluted                                $     (0.03)   $     (0.10)      $      (0.12)   $     (0.24)
       Weighted average number of shares
            Basic                                   21,557,477     16,357,527         21,557,477     16,357,527
            Diluted                                 21,557,477     16,357,527         21,557,477     16,357,527

       Extraordinary expense per share
            Basic                                  $      0.00    $      0.00       $       0.00    $      0.00
            Diluted                                $      0.00    $      0.00       $       0.00    $      0.00


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

                                       4
<PAGE>
<TABLE>
<CAPTION>

                             ACCESSPOINT CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (unaudited)

                                                    September 30,  September 30,
                                                       2001            2000
                                                    -------------  -------------
<S>                                                 <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
       Net Income (loss)                            $ (2,682,726)  $ (3,859,440)

Adjustments to reconcile net loss to net cash
used in operating activities:
       Amortization                                            0              0
       Depreciation                                      247,211        216,116
       Services paid by stock issuance                   393,703        332,904
       Decrease (Increase) in receivables                (31,848)       262,324
       Decrease (Increase) in inventory                  (18,229)           813
       Decrease (Increase) in other receivables           10,185         (4,731)
       Decrease (Increase) in prepaid expenses             3,504        (13,065)
       Decrease (Increase) in deposits                    47,120       (151,251)
       Decrease (Increase) in intangibles                      0          2,481
       (Decrease) Increase in accounts payable
            and accrued expenses                          81,058        950,225
       (Decrease) Increase in accrued payroll taxes       58,592              0
       (Decrease) Increase in deferred compensation       (2,500)             0
       (Decrease) Increase in customer deposits          113,429              0
       (Decrease) Increase in deferred revenue                 0         (7,854)
                                                    -------------  -------------
       Total Adjustments                                 902,224      1,587,962
                                                    -------------  -------------
       Net cash used in operations                  $ (1,780,502)  $ (2,271,478)
                                                    -------------  -------------

CASH FLOWS FROM INVESTING ACTIVITIES
       Purchase of intangibles                                 0              0
       Purchase of furniture and equipment               (56,653)       (73,987)
                                                    -------------  -------------
       Net cash used in investing activities             (56,653)       (73,987)
                                                     -------------  -------------

CASH FLOWS FROM FINANCING ACTIVITIES
       Issuance of debt                                   74,000      1,066,188
       Payments on capital leases, net                  (140,976)      (289,566)
       Payments on long term debt                              0       (819,000)
       Sale of stock                                   1,954,547      2,344,257
                                                    -------------  -------------
       Net cash provided by financing activities       1,887,571      2,301,879
                                                    -------------  -------------

       Net change in cash and cash equivalents            50,416        (43,586)
                                                    -------------  -------------

       Cash and cash equivalents at beginning of
            period                                        31,954         54,348
                                                    -------------  -------------

       Cash and cash equivalents at end of period   $     82,370   $     10,762
                                                    =============  =============

       Supplemental cash flows disclosures:
            Income tax payments                     $      2,400   $      1,600
                                                    -------------  -------------

            Interest payments                       $     73,806   $     96,935
                                                    -------------  -------------

            Non cash investing and financing
                Addition of equipment on capital
                   leases                           $          0   $    226,744
                Stock issued for services           $    393,703   $    332,904
                                                    -------------  -------------
<FN>
The accompanying notes are an integral part of these consolidated finacial statements
</FN>
</TABLE>

                                       5
<PAGE>
<TABLE>
<CAPTION>
                             ACCESSPOINT CORPORATION
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
      NINE MONTHS ENDED SEPTEMBER 30, 2001 AND YEAR ENDED DECEMBER 31, 2000
                                   (unaudited)

                                                     SEPTEMBER 30,   DECEMBER 31,
                                                        2001            2000
                                                     -------------  -------------
<S>                                                  <C>            <C>
Retained (deficits)
       Balance at beginning of period                $ (7,832,485)  $ (2,611,238)
       Net income (loss)                               (2,682,726)    (5,221,247)
                                                     -------------  -------------
       Balance at end of period                       (10,515,211)    (7,832,485)
                                                     -------------  -------------

Preferred Stock, par value $.001 (thousand of shares)
       Balance at beginning of period                           0              0
       Preferred Stock Issued                               1,666              0
                                                     -------------  -------------

       Balance at end of period                             1,666              0
                                                     -------------  -------------

Common stock, par value $.001 (thousands of shares)
       Balance at beginning of period                      16,558         14,832
       Common stock issued                                  5,000          1,726
                                                     -------------  -------------

       Balance at end of period                            21,558         16,558
                                                     -------------  -------------

Additional paid in capital
       Balance at beginning of period                   5,390,011      2,315,265
       Common stock issued                              2,341,581      3,074,746
                                                     -------------  -------------

       Balance at end of period                         7,731,592      5,390,011
                                                     -------------  -------------

Total stockholders' equity at end of period          $ (2,760,395)  $ (2,425,916)
                                                     =============  =============

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

                                       6
<PAGE>


                             ACCESSPOINT CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000


Note A - NATURE OF ACTIVITIES

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

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

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

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

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

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

                                       7


<PAGE>


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


Note B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         UNAUDITED INTERIM FINANCIAL INFORMATION
         The accompanying financial statements have been prepared by Accesspoint
         Corporation, ("Accesspoint" or the "Company") pursuant to the rules and
         regulations of the Securities and Exchange  Commission (the "SEC") Form
         10-QSB  and  Item  310  of  regulation  S-B,  and  generally   accepted
         accounting principles for interim financial reporting.  These financial
         statements are unaudited and, in the opinion of management, include all
         adjustments  (consisting of normal recurring  adjustments and accruals)
         necessary for a fair  presentation  of the balance  sheets,  operations
         results,  and cash flows for the periods  presented.  Operating results
         for the three months and nine months ended  September 30, 2001 and 2000
         are not necessarily  indicative of the results that may be expected for
         the year  ending  December  31,  2001,  or any  future  period,  due to
         seasonal  and  other   factors.   Certain   information   and  footnote
         disclosures  normally  included  in  financial  statements  prepared in
         accordance  with  generally  accepted  accounting  policies  have  been
         omitted in accordance  with the rules and regulations of the SEC. These
         financial  statements  should be read in  conjunction  with the audited
         financial statements and accompanying notes,  included in the Company's
         Annual Report for the year ended December 31, 2000.

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

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

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

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

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

                                       8

<PAGE>



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


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

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

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

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

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

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

         INVENTORY
         Inventory is valued at the lower of cost or market;  cost is determined
         on the weighted  average method.  As of September 30, 2001 and December
         31, 2000 inventory consisted only of finished goods.

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

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

         ADVERTISING
         Advertising costs are expensed in the year incurred.

                                       9

<PAGE>


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


         EARNINGS PER SHARE

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

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

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

Note C - BUSINESS COMBINATIONS

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

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

                                       10

<PAGE>


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


Note C - BUSINESS COMBINATIONS (CONTINUED)

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

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

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

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

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

                                             September 30,       September 30,
                                                 2001                 2000
                                                 ----                 ----
         Sales
                  Accesspoint               $    995,847        $    462,500
                  PSI                          2,367,680             943,602
                  Black Sun Graphics             357,957             404,851
                  Eliminations                  (126,075)           (128,285)
                                            -------------       -------------
                  Combined                  $  3,595,409        $  1,682,668
                                            -------------       -------------

         Net Income (loss)
                  Accesspoint               $( 1,903,303)       $ (3,117,835)
                  PSI                        (   796,638)         (  812,884)
                  Black Sun Graphics              17,215              71,281
                                            -------------       -------------
                  Combined                  $ (2,682,726)       $ (3,859,440)
                                            -------------       -------------


                                       11

<PAGE>


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


Note D - CASH

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

Note E - FIXED ASSETS

         Fixed assets consist of the following:

<TABLE>
<CAPTION>
                                                       September 30,         December 31,
                                                           2001                    2000
                                                     ---------------      ----------------
               <S>                                   <C>                   <C>
               Furniture and fixtures                $     74,235          $      71,364
               Office equipment                           245,518                243,634
               Computer hardware and software           1,020,476                968,578
               Leasehold improvements                      67,236                 67,236
                                                     ---------------      ----------------
                                                        1,407,465              1,350,812
               Accumulated depreciation                  (878,857)              (631,645)
                                                     ---------------      ----------------

               Total                                 $    528,608          $     719,167
                                                     ---------------      ----------------
</TABLE>


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

         For the nine  months  ended  September  30,  2001  and the  year  ended
         December 31, 2000,  included in accumulated  depreciation  are $443,275
         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                               $ 223,124
                  2003                                 112,585
                  2004                                  18,009


         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                               $  246,540
                  2003                                   62,429
                  2004                                   25,044


                                       12

<PAGE>


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


Note F - COMMITMENTS AND CONTINGENCIES (CONTINUED)

         Rent expense for the nine months ended  September 30, 2001 and 2000 was
         $329,622 and $135,504 respectively.

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

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

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

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

         CONSULTING  AGREEMENTS  - In January  2001 the Company  entered  into a
         consulting agreement with another corporation for media relations. This
         agreement  stipulated  for the payment of 20,000 shares of common stock
         per month for the first  three  months and  16,666  shares of stock per
         month for an  additional  six  months  for  payment  of  services.  The
         corporation  was also granted  30,000 stock options for the purchase of
         common  stock at $1.00 per share for a period of twelve  months.  As of
         September  30,  2001,  170,000  shares have been issued with a value of
         $261,248.

         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
         September  30, 2001 the Company has issued 1,000 shares of stock with a
         value of $3,688 to this individual.

                                       13

<PAGE>


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


Note F - COMMITMENTS AND CONTINGENCIES (CONTINUED)

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

         The Company has entered into a consulting  agreement with an individual
         for financial  and business  consulting  services.  As of September 30,
         2001,  71,380 shares had been issued under this  agreement with a value
         of $131,251.

Note H - STOCK AND WARRANTS

         At September 30, 2001, the Company has 25,000,000 shares authorized and
         21,557,477  shares issued and outstanding of common stock.  The Company
         had  5,000,000  shares  authorized  and  1,666,108  shares  issued  and
         outstanding preferred stock.

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

                                              Weighted Average  Weighted Average
         Exercise Price Range      Amount     Contractual Life   Exercise Price
         --------------------      -------    ----------------  ----------------
         $0.01 - $0.50           3,280,000    45 months                  $0.34
         $0.51 - $4.99             510,000    48 months                  $4.00
         $5.00 - $6.00             180,000    35 months                  $5.96
         $7.00                   1,270,000    23 months                  $7.00

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

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

                                       14

<PAGE>


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


Note J - DEBT

         At September  30, 2001 and  December  31,  2000,  the Company had notes
         payable   outstanding  in  the  aggregate   amount  of  $1,420,218  and
         $1,487,194, respectively. Payable as follows:
<TABLE>
<CAPTION>

                                                           September 30,     December 31,
                                                               2001             2000
                                                               ----             ----
         <S>                                                  <C>              <C>
         Note payable to a trust of a related party,
         interest at 12% per annum, due on demand             $ 100,000        $ 100,000

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

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

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

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

         Note payable to a related party, interest at
         8% per annum, due May, 2002                             74,000                0

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

         Capitalized lease obligations, interest at
         varying rates, payments through May 2004               353,718          494,694
                                                             ----------       ----------

                                                              1,420,218        1,487,194

                   Current portion                            1,289,624        1,203,204
                                                             ----------       ----------

                   Long-term portion                         $  130,594       $  283,990
                                                             ----------       ----------
</TABLE>

                                       15

<PAGE>


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


Note K - SECURITIES AGREEMENT

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

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

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

Note M - RELATED PARTY TRANSACTIONS

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

Note N - INCOME TAXES

         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  September
         30, 2001, there is no difference between the federal statutory tax rate
         and the  effective  tax rate.  At the year ended  December 31, 2000 the
         Company  had   available   net   operating   loss   carry-forwards   of
         approximately  $7,000,000 after adjusting for limitation,  to be offset
         against future taxable  income.  The operating loss carry forwards will
         expire at various dates through the year 2015.




                                       16

<PAGE>


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


Note O - FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

Note P - GOING CONCERN

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

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

         The Company has made  substantial  investments  in the  development  of
         infrastructure  to support  its  transaction  processing  and  business
         automation  services as it transitioned from a third party software and
         web services  provider to a primary  provider of financial  transaction
         underwriting,   processing  and  business  management  services.  These
         continued  investments  in both fixed  assets and  strategic  marketing
         agreements have provided the Company with expanded  revenue  generating
         capabilities.

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

         These trends can be seen in the numbers generated during the first nine
         months of this year. Since the launch of our processing operations, and
         the development of revenues from  transaction  settlement,  the Company
         has successfully  reduced the cost of overall operations,  exclusive of
         processing  interchange  fees,  by over 40% while  experiencing  a 192%
         increase in revenues  from fourth  quarter 2000 to third  quarter 2001.
         Additionally, the Company saw a 1,012% increase in transaction revenues
         between January and September of 2001.

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

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


                                       17

<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 SEPTEMBER 30, 2001 AND 2000

         Revenues for the three months ended,  September  30, 2001  increased to
$1,690,498  from  $630,124 for the three months ended,  September 30, 2000.  The
increase of $1,060,374, or 168.3% is due primarily to the Company's focus on the
development  of  non-Internet  based business as a target client profile and the
growth  of  our  sales  channel  and  merchant  portfolio  for  our  transaction
processing and underwriting  services during this three-month period,  which has
been producing consistent revenue growth.

         Cost of sales for the three months ended,  September 30, 2001 increased
to $950,185  from $97,526 for the three months ended,  September  30, 2000.  The
increase  of  $852,659  or 874.3%  resulted  primarily  from the growth in sales
associated  with our transaction  processing and  underwriting  services,  which
include  the  costs  for  settlement  of  transactions  within  various  payment
networks.

         Selling and marketing  expenses for the three months  ended,  September
30,  2001  decreased  to  $85,573  from  $105,217  for the three  months  ended,
September 30, 2000. This decrease of $19,644,  or 18.7% resulted  primarily from
certain commissions being reclassified into General & Administrative Expense and
the decrease in in-house web & graphic design.




<PAGE>


         General  and  administrative  expenses  for  the  three  months  ended,
September 30, 2001 decreased to $1,110,209  from $1,986,116 for the three months
ended, September 30, 2000. The decrease of $875,907, or 44.1% resulted primarily
from a decrease in total  payroll  expense of $259,865  from $940,097 in 2000 to
$680,232 in 2001 and a decrease in consulting services of $335,350 from $410,211
in 2000 to $74,861 in 2001.  This  overall  reduction  is part of our  continued
efforts in our cost cutting and automation initiatives.

         Interest expense,  net, for the three months ended,  September 30, 2001
was $18,545,  as compared to $36,224 for the three months  ended,  September 30,
2000. The decrease of $17,679,  or 49.1% in interest expense resulted  primarily
from a decrease in interest expense  associated with fixed assets financed under
capital lease agreements.

         Other expense, net, for the three months ended,  September 30, 2001 was
$82,277. This includes primarily the write-off of bad debt.

         Net loss for the three months  ended,  September 30, 2001 and the three
months ended, September 30, 2000 was $(541,757) and $(1,645,087), respectively.

COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000

         Revenues for the nine months  ended,  September  30, 2001  increased to
$3,595,409  from  $1,682,668 for the nine months ended,  September 30, 2000. The
increase of $1,912,741, or 113.7% is due primarily to the Company's focus on the
development  of  non-Internet  based business as a target client profile and the
continued growth of our sales channel and merchant portfolio for our transaction
processing and underwriting  services during this nine-month  period,  which has
been producing consistent revenue growth.

         Cost of sales for the nine months ended,  September 30, 2001  increased
to $1,716,086  from $187,703 for the nine months ended,  September 30, 2000. The
increase of $1,528,383 or 814.3% resulted primarily from the growth in sales and
the cost associated with the settlement of transactions  within various networks
with our transaction processing and underwriting services.

         Selling and marketing expenses for the nine months ended, September 30,
2001  increased to $303,785 from  $200,155 for the nine months ended,  September
30,  2000.  This  increase of $103,630,  or 51.8%  resulted  primarily  from the
increase in  advertising  expense  associated  with the  recognition  of expense
related to the issuance of stock in exchange for services.

         General  and  administrative   expenses  for  the  nine  months  ended,
September 30, 2001 decreased to $3,919,258  from  $4,593,092 for the nine months
ended, September 30, 2000. The decrease of $673,834, or 14.7% resulted primarily
from decreases in total payroll  expense of $386,112 and  consulting  expense of
$302,022  coupled with our continued  efforts in our cost cutting and automation
initiatives.

         Interest  expense,  net, for the nine months ended,  September 30, 2001
was $125,586,  as compared to $95,804 for the nine months  ended,  September 30,
2000. The increase of $29,782,  or 31.1% in interest expense resulted  primarily
from an increase in interest expense associated with the accrual of interest for
loans and notes payable.

         Other expense,  net, for the nine months ended,  September 30, 2001 was
$224,753, as compared to $463,754 for the nine months ended, September 30, 2000.
The decrease of $239,001, or 51.5% is primarily as result of the decrease in the
write-off  of bad debt  coupled  with a decrease in the  accrual  for  penalties
associated with unpaid payroll taxes.

         Net loss for the nine  months  ended,  September  30, 2001 and the nine
months  ended,   September   30,  2000  was   $(2,682,726)   and   $(3,859,440),
respectively.

LIQUIDITY AND CAPITAL RESOURCES

         Working  capital  (deficit) at September 30, 2001 was  $(3,525,085)  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 September 30, 2001 were $82,370  compared
to $10,762 for the comparable  period of the prior year.  During the nine months
ended,  September 30, 2001,  the Company used  $1,780,502  net cash in operating
activities as compared to using $2,271,478 for the nine months ended,  September
30, 2000.  This  decrease of cash used in




<PAGE>

operations  of $490,976  was  primarily a result of the decrease in the net loss
for 2001,  coupled with an increase in accounts payable and accrued expenses for
the nine months ended, September 30, 2001.

         During the nine months  ended,  September 30, 2001, we used $56,653 for
investing  activities  as  compared  to  $73,987,  for the  nine  months  ended,
September 30, 2000. The decreased use of cash for investing  activities resulted
primarily  from the decrease in  acquisition  of furniture and  equipment  under
fixed assets.

         During the nine months ended, September 30, 2001, we generated net cash
of $1,887,571  from financing  activities as compared to $2,301,879 for the nine
months  ended,  September 30, 2000.  The decrease of $414,308  resulted from our
shift in raising  funds from debt  financing to raising  funds  through  private
placement of common stock  pursuant to Regulation D, Rule 504, and Regulation S,
Rule 144. Cash flows from the issuance of notes payable decreased  $992,188 from
$1,066,188  during the nine months ended,  September 30, 2000 to $74,000  during
the nine months ended, September 30, 2001. During the first nine months of 2001,
we received  $1,954,546 in proceeds  from the issuance of common stock.  For the
comparable period of the prior year, we received $2,344,257 in proceeds from the
issuance of common stock.

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

         We currently lease office space on a short-term  twelve-month sub-lease
basis at two locations and could be required to move after the expiration of the
twelve-month  period in June 2002 for Accesspoint and December 2002 for PSI. 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. There may be a need to re-locate
our Internet computer servers, Internet network equipment and components.

         We had, at September  30, 2001,  working  capital of  $(3,525,085).  We
believe that cash generated from  operations  will not be totally  sufficient to
fund our current and  anticipated  cash  requirements  for the remainder of this
year. We plan to obtain additional financing from equity and debt placements. We
believe  that our current  operational  plans for the next twelve  months may be
curtailed or delayed because of the lack of sufficient  financing.  We have been
able to raise  capital  in a series of equity  and debt  offerings  in the past.
While there can be no assurances  that we will be able to obtain such additional
financing,  on terms  acceptable to us and at the times required,  or at all, we
believe that sufficient capital can be raised in the foreseeable future.


PART II - OTHER INFORMATION


Item 1.  Legal Proceedings.

         On May 10, 2001  Citicorp  Services Inc.  brought an action  against us
claiming  breach of a real  property  lease.  The  action  pertained  to certain
premises subleased by us in Chicago  consisting of approximately  9,924 rentable
square feet of space on the  seventh  floor of  Citicorp  Plaza.  The action was
pending in the Circuit Court of Cook County,  Illinois,  County Department,  Law
Division,  and was filed as Case Number 01105513.  The principle  parties to the
subject  litigation  were Citicorp  Services,  Inc. as plaintiff and Accesspoint
Corporation as defendant.  Citicorp purported to elect to terminate our right to
possession of the subject  premises  without  terminating  the sublease and took
possession of the subject  premises.  Citicorp  asserted that the amount of rent
due from  Accesspoint  under  sublease  through  April 30, 2001 was  $74,863.63.
Citicorp also asserted  that  pursuant to  applicable  provisions  the operative
sublease (and the prime lease as  incorporated  into the sublease),  Accesspoint
also owed Citicorp, in addition to the above amount, an amount equal to the rent
due for May 2001 under the sublease in the sum of $18,183.79.  Citicorp  alleged
that since taking  possession of the subject premises it had taken  commercially
reasonable steps to locate a replacement  tenant but as of the date of filing of
the  complaint had been unable to do so. We believe on August 21, 2001 the above
plaintiff  obtained a default judgment against us in the amount of $93,388.42 in
the State of Illinois.  The  plaintiff has not sought to enforce the judgment in
the State of California.  We are in discussions  with the plaintiff in regard to
potential settlement of this matter.


Item 2.  Changes in Securities and Use of Proceeds

         On July 2, 2001 we issued  16,666  shares  of  common  voting  stock to
Capital Holdings Group Worldwide,  Inc. pursuant to a consulting  agreement with
Alliance  Consulting  Group,  Inc.  These  shares were  issued in  exchange  for
consultant  services



<PAGE>

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 July 31, 2001 we issued  201,262  shares of common  voting  stock to
Bosman  International,  Ltd. pursuant to a warrant agreement  exercised by Bella
Donna Limited in  accordance  with the net-issue  exercise  (cashless  exercise)
provisions contained in the warrant. The net-issue exercise formula contained in
the warrant  provided as follows:  where the number of shares of Common Stock to
be  issued to the  Holder  (X)  equals  the  number  of  shares of Common  Stock
purchasable  under the warrant (Y) times (the fair market  value of one share of
the Company's  Common Stock (at the date of such  calculation) (A) minus the per
share  exercise  price (as  adjusted to the date of such  calculation)  (B)) all
divided by the fair market value of one share of the Company's Common Stock (A).
In accordance with the foregoing formula the warrant  representing the potential
issuance of 275,000  shares was  surrendered  and 201,262  shares were  actually
issued.  These shares were issued in accordance with the Warrant Agreement dated
March 3, 1999 with 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. Bosman International, Ltd. acquired the shares for
their own account  exercise of said warrant  with no then  present  intention of
dividing its interest with others or of reselling or otherwise  disposing of all
or any portion of the shares. The parties exercising the warrant and to whom the
shares were issued were, by reason of their  business and financial  experience,
or the business and financial experience of their professional advisors (who are
unaffiliated with and who are not compensated by us), are reasonably  assumed to
have the  capacity  to  protect  their own  interests  in  connection  with this
transaction.  The shares were  offered in a private  transaction,  which was not
part of a distribution of the shares.

         As of September  30, 2001, we entered into Stock Bonus  Agreements  for
the issuance of Preferred  Shares,  Series A, in various  amounts and at various
dates to  employees  listed in the table below.  The shares  will,  or have been
issued,  in accordance with separate Stock Bonus Agreements  between us, and the
below persons, as parts of separate compensation packages upon the attainment of
the below persons of certain employment performance milestones.  The table below
shows the number of shares  issued and not issued and the date of issuance as of
September 30, 2001.

<TABLE>
<CAPTION>

-------------------------------------- --------------- ------------------------ ----------------------------
                                            DATE              NUMBER OF                  NUMBER OF
                       EMPLOYEE            ISSUED         PREFERRED SHARES        PREFERRED SHARES ISSUED
-------------------------------------- --------------- ------------------------ ----------------------------
<S>                                           <C>                      <C>                          <C>
Carmen M. Davila                              3/15/01                    4,000                        4,000
-------------------------------------- --------------- ------------------------ ----------------------------
Asha J. Hira                                  3/31/01                   15,000                       15,000
-------------------------------------- --------------- ------------------------ ----------------------------
Maria E. Santacruz                            3/31/01                    4,000                        4,000
-------------------------------------- --------------- ------------------------ ----------------------------
Marissa Esquillo                               8/1/01                      500                          500
-------------------------------------- --------------- ------------------------ ----------------------------
Chris Chun                                     8/1/01                      500                            0
-------------------------------------- --------------- ------------------------ ----------------------------
Roger Murray                                   8/1/01                   20,000                       20,000
-------------------------------------- --------------- ------------------------ ----------------------------
Claudia Tejeda                                 8/1/01                    1,000                        1,000
-------------------------------------- --------------- ------------------------ ----------------------------
Marc Diamond                                   8/1/01                   20,000                       20,000
-------------------------------------- --------------- ------------------------ ----------------------------
Monica Jimenez                                 8/1/01                      500                          500
-------------------------------------- --------------- ------------------------ ----------------------------
Paul Hogue                                     8/1/01                      500                          500
-------------------------------------- --------------- ------------------------ ----------------------------
Thomas Mitchell                                8/1/01                      100                          100
-------------------------------------- --------------- ------------------------ ----------------------------
Jeff MacDonald                                 8/1/01                      500                          500
-------------------------------------- --------------- ------------------------ ----------------------------
Rex Sanders                                    5/7/01                    5,000                            0
-------------------------------------- --------------- ------------------------ ----------------------------
  TOTAL                                                                 71,600                       66,100
-------------------------------------- --------------- ------------------------ ----------------------------
</TABLE>


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



<PAGE>

securities  and no  underwriter  was  utilized  and we  paid no  finder's  fees,
discounts or commissions in connection with the above issuance.

         On August 2, 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 August 29, 2001 we issued  7,500  shares of common  voting  stock to
Floratos, Loll & Devine. These shares were issued in exchange for legal 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.  Floratos,  Loll & Devine 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 Floratos, Loll & Devine.

         On September 2, 2001 we issued  16,670 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,  September  30, 2001 we sold a total of
1,033,500  shares of common  voting stock to Citizen Asia Pacific  Limited.  The
shares  were  sold at  various  prices  ranging  from  $0.32 to $0.60  per share
representing  a total  purchase  price and  proceeds to our Company of $455,908.
Pursuant  to the written  agreement,  Citizen  Asia  Pacific  Limited  agreed to
purchase  from us up to  1,600,000  shares  of our  Common  Stock at a per share
purchase  price equal to 40% of (a) the closing,  or (b) the last trade price of
our shares of Common Stock as quoted on the OTC Bulletin Board (or on such other
United States stock  exchange or public trading market on which our shares trade
if,  at the  time  of  purchase,  they  are  not  trading  on the  OTCBB).  As a
convenience to Citizen Asia Pacific Limited,  the certificates  representing the
above issued  shares were  created,  naming  holders  designated by Citizen Asia
Pacific Limited from time to time. We did not publicly offer any securities.  We
paid no other  finder's fees,  discounts or  commissions in connection  with the
above offer and sale.  The offer and sale was exempt  pursuant to  Regulation  S
because Citizen Asia Pacific  Limited is a non U.S.  company and neither Citizen
Asia  Pacific  Limited nor any person or entity for whom  Citizen  Asia  Pacific
Limited was acting as fiduciary is a U.S. person.  Further,  the above offer and
sale was made in an  offshore  transaction  and there were no  directed  selling
efforts in the United States in connection with the above offer and sale.

         On September 28, 2001 we issued 20,690 shares of common voting stock to
John  Dupont.  These  shares  were issued in exchange  for  consultant  services
rendered  to the  Company.  We did not  publicly  offer  any  securities  and no
underwriter  was  utilized and we did not pay any  finder's  fees,  discounts or
commissions in connection with the above offer. The offer was exempt pursuant to
Section 4(2) of the Act,  Regulation D, and pursuant to Section  25102(f) of the
California Corporations Code. Mr. Dupont acquired the shares for his own account
for exchange of services with no then present intention of dividing his interest
with others or of reselling or otherwise  disposing of all or any portion of the
shares. The shares were offered in a private transaction,  which was not part of
a distribution  of the shares.  We, or our officers or directors or our or their
affiliates  or  representatives,   had  a  pre-existing   personal  or  business
relationship with Mr. Dupont.



<PAGE>

         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.

         We have entered into an installment  agreement with taxing  authorities
regarding  delinquent taxes including payroll withholding taxes and we have been
making  payments  under the  installment  agreement  since  April 10,  2001.  On
September 11, 2001,  the Internal  Revenue  Service filed a lien for  delinquent
payroll  taxes as a matter of record.  We are current in payments for this years
payroll  withholding  taxes and we are continuing to make  installment  payments
towards previous delinquent taxes and anticipate the satisfactory  completion of
the installment agreement.

Item 6.  Exhibits and Reports on Form 8-K

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

         (a)      Exhibits

                  10.33 *   Stock Bonus Agreement - Standard
                  10.34 *   Warrant Agreement - Bella Donna Limited

                  10.35 **  Amendment to Media Relations Service Agreement
                            (Alliance Consulting Group, Inc.)
                  10.36 **  2nd Amendment to Engagement Agreement - John Dupont

                  10.37 *** Stock Purchase Agreement - Citizen Asia Pacific
                            Limited
                  10.38 *** Amended Stock Purchase Agreement - Citizen Asia
                            Pacific Limited


                  * Attached to this Form 10-QSB.

                  **  Incorporated  by reference from the exhibit to the Current
                  Report  on Form  10-QSB  filed by us on  August  14,  2001 ***
                  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.





<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: November 14, 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