<PAGE>

                    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, 2000

                                      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       (I.R.S. Employer Identification Number)
   Incorporation or Organization)

 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                       16,411,638
                 (Class)                       (Outstanding at OCTOBER 31, 2000)


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

                                 Page 1 of 22
<PAGE>

                            ACCESSPOINT CORPORATION
                         FORM 10-QSB QUARTERLY REPORT
       AS OF AND FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000
                               TABLE OF CONTENTS

PART I.  -  FINANCIAL INFORMATION

Item 1.     Consolidated Financial Statements
            Consolidated Statements of Operations for the three and nine months
            ended, September 30, 2000 and 1999
            Consolidated Balance Sheets as of September 30, 2000 and December
            31, 1999
            Consolidated Statements of Cash Flows for the nine months
            ended September 30, 2000 and year ended December 31, 1999
            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

                                 Page 2 of 22
<PAGE>

                  [LETTERHEAD OF LICHTER, WEIL & ASSOCIATES]

                        INDEPENDENT ACCOUNTANTS' 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, 2000, and
the related consolidated statements of operations, changes in stockholders'
equity, and cash flows for the 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 statement taken as
a whole. Accordingly, we do not express such an opinion.

Based on our reviews, 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 September 30, 1999 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 September 30,
1999 financial statements and accordingly, do not express an opinion or any
other form of assurance on them.

                                             /s/ Lichter, Weil & Associates]
                                                 ------------------------------

November 9, 2000
Los Angeles, California

                                 Page 3 of 22
<PAGE>

                            ACCESSPOINT CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                   SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
                                  (unaudited)

<TABLE>
<CAPTION>
                                     ASSETS
                                     ------
                                                                                         SEPTEMBER 30            DECEMBER 31
                                                                                             2000                   1999
                                                                                         ------------            -----------
<S>                                                                                      <C>                     <C>
Current Assets
        Cash and cash equivalents                                                        $    10,762             $   54,348
        Accounts receivable (net)                                                            298,521                560,845
        Inventory                                                                             13,194                 14,007
        Other receivables                                                                      5,462                    731
        Prepaid expenses                                                                      31,644                 18,579
                                                                                         ------------            -----------
               Total Current Assets                                                          359,583                648,510
                                                                                         ------------            -----------

Fixed Assets
        Furniture and equipment (net)                                                        704,411                452,259
                                                                                         ------------            -----------
               Total Fixed Assets                                                            704,411                452,259
                                                                                         ------------            -----------
Other Assets
        Deposits                                                                             181,107                 29,856
        Intangibles, net                                                                           0                  2,481
                                                                                         ------------            -----------
              Total Other Assets                                                             181,107                 32,337
                                                                                         ------------            -----------
        Total Assets                                                                     $ 1,245,101             $1,133,106
                                                                                         ============            ===========


                                              LIABILITIES AND STOCKHOLDERS' EQUITY
                                              ------------------------------------
                                                                                         SEPTEMBER 30            DECEMBER 31
                                                                                             2000                   1999
                                                                                         ------------            -----------
Current Liabilities

                Accounts payable and accrued expenses                                    $   967,666             $  646,011
                Accrued payroll tax liabilities                                              628,570             $        0
                Deferred compensation                                                        155,720                155,720
                Deferred revenue                                                                   0                  7,854
                Current portion, capitalized leases                                          196,961                125,737
                Current portion, notes payable                                               200,000                100,000
                                                                                         ------------            -----------
                Total Current Liabilities                                                  2,148,917              1,035,322

Capital Lease obligations, net of current portion                                            312,417                278,925
Notes payable, net of current portion                                                        247,188                100,000
                                                                                         ------------            -----------
                Total Liabilities                                                          2,708,521              1,414,247
                                                                                         ------------            -----------
Stockholders' Equity

                Preferred Stock, $.001 par value, 5,000,000
                     share authorized, 0 issued and outstanding                          $         0             $        0
                Common stock, $.001 par value, 25,000,000
                     shares authorized, 16,357,527 and 14,832,000
                     issued and outstanding, respectively                                     16,358                 14,832
                Additional paid in capital                                                 4,990,899              2,315,265
                Retained deficit                                                          (6,470,678)             2,611,238)
                                                                                         ------------            -----------
                Total Stockholders' Equity                                                (1,463,421)              (281,141)
                                                                                         ------------            -----------
                Total Liabilities and Stockholders' Equity                               $ 1,245,101             $1,133,106
                                                                                         ============            ===========
</TABLE>

                                 Page 4 of 22
<PAGE>

                            ACCESSPOINT CORPORATION
                     CONSOLIDATED STATEMENTS OF OPERATIONS
            THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                  (unaudited)

<TABLE>
<CAPTION>
                                                         Three Months Ended September 30         Nine Months Ended September 30
                                                             2000                1999               2000                 1999
                                                        -------------        -------------     -------------         -------------
<S>                                                     <C>                  <C>               <C>                   <C>
Sales, net                                              $     630,124        $     736,128     $   1,682,668         $   1,764,578

Cost of sales                                                  97,526               76,151           187,703               176,792
                                                        -------------        -------------     -------------         -------------
     Gross profit                                             532,598              659,977         1,494,965             1,587,786

Selling expenses                                              105,217              243,563           200,155               464,665

General and administrative expenses                         1,986,116              843,772         4,593,092             1,911,237
                                                        -------------        -------------     -------------         -------------
     Income (loss) from operations                         (1,558,735)            (427,358)       (3,298,282)             (788,116)
                                                        -------------        -------------     -------------         -------------

Other (Income) Expense

     Interest income                                              (13)              (4,923)           (1,131)               (7,726)
     Interest expense                                          36,237               18,290            96,935                62,553
     Penalties                                                148,222                    0           186,851                 3,762
     Bad Debts                                                (98,894)                   0           276,903                     0
                                                        -------------        -------------     -------------         -------------
     Total Other (Income) Expense                              85,552               13,367           559,558                58,589
                                                        -------------        -------------     -------------         -------------

     Income (loss) before extraordinary
          expense and income taxes                         (1,644,287)            (440,725)       (3,857,840)             (846,705)

     Extraordinary expense, net of income tax effect $0
          Legal settlement                                          0                6,514                 0               155,983
                                                        -------------        -------------     -------------         -------------
     Income (loss) before income taxes                     (1,644,287)            (447,239)       (3,857,840)           (1,002,688)

Provison for income taxes                                         800                  800             1,600                 4,499
                                                        -------------        -------------     -------------         -------------
     Net income (loss)                                    ($1,645,087)           ($448,039)      ($3,859,440)          ($1,007,187)
                                                        =============        =============     =============         =============

     Net loss per share (basic and diluted)
          Basic                                                ($0.10)              ($0.03)           ($0.24)               ($0.07)
          Diluted                                              ($0.10)              ($0.03)           ($0.24)               ($0.07)

     Weighted average number of shares
          Basic                                            16,357,527           14,832,000        16,357,527            14,832,000
          Diluted                                          16,357,527           14,832,000        16,357,527            14,832,000

     Extraordinary expense per share
          Basic                                                 $0.00                $0.00             $0.00                 $0.01
          Diluted                                               $0.00                $0.00             $0.00                 $0.01
</TABLE>

                                 Page 5 of 22
<PAGE>

                            ACCESSPOINT CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
     NINE MONTHS ENDED SEPTEMBER 30, 2000 AND YEAR ENDED DECEMBER 31, 1999
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                                                2000                  1999
                                                                                            -----------           ------------
<S>                                                                                         <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net Income (loss)                                                                      ($3,859,440)          ($1,834,845)

Adjustments to reconcile net loss to net cash used in operating activities:
     Amortization                                                                                     0                    501
     Depreciation                                                                               216,116                160,568
     Services paid by stock issuance                                                            332,904                      0
     Decrease (Increase) in receivables                                                         262,324              (490,335)
     Decrease (Increase) in inventory                                                               813               (10,728)
     Decrease (Increase) in other receivables                                                    (4,731)                 (731)
     Decrease (Increase) in prepaid expenses                                                    (13,065)              (18,579)
     Decrease (Increase) in deposits                                                           (151,251)              (22,960)
     Decrease (Increase) in intangibles                                                           2,481                      0
     (Decrease) Increase in accounts payable
          and accrued expenses                                                                  950,225                440,084
     (Decrease) Increase in deferred compensation                                                     0               (45,436)
     (Decrease) Increase in deferred revenue                                                     (7,854)                 2,349
                                                                                            -----------           ------------
     Total Adjustments                                                                        1,587,962                 14,733
                                                                                            -----------           ------------
     Net cash used in operations                                                            ($2,271,478)          ($1,820,112)
                                                                                            -----------           ------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of intangibles                                                                          0                (2,597)
     Purchase of furniture and equipment                                                        (73,987)              (26,247)
                                                                                            -----------           ------------
     Net cash used in investing activities                                                      (73,987)              (28,844)
                                                                                            -----------           ------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Issuance of debt                                                                         1,066,188                100,000
     Payments on capital leases, net                                                           (289,566)             (102,781)
     Payments on long term debt                                                                (819,000)             (162,000)
        Sale of stock                                                                         2,344,257              2,060,799
                                                                                            -----------           ------------

     Net cash provided by financing activities                                                2,301,879              1,896,019
                                                                                            -----------           ------------
     Net change in cash and cash equivalents                                                    (43,586)                47,064
                                                                                            -----------           ------------
     Cash and cash equivalents at beginning of period                                            54,348                  7,284
                                                                                            -----------           ------------
     Cash and cash equivalents at end of period                                             $    10,762           $     54,348
                                                                                            ===========           ============
     Supplemental cash flows disclosures:

          Income tax payments                                                               $     1,600           $      1,600
                                                                                            -----------           ------------
          Interest payments                                                                 $    96,935           $     80,346
                                                                                            -----------           ------------
          Non cash investing and financing
              Addition of equipment on capital leases                                       $   226,744           $    359,822
              Stock issued for services                                                     $   332,904           $          0
                                                                                            -----------           ------------
</TABLE>

 The accompanying notes are an integral part of these consolidated financial
                                  statements

                                 Page 6 of 22

<PAGE>

                            ACCESSPOINT CORPORATION
          CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
     NINE MONTHS ENDED SEPTEMBER 30, 2000 AND YEAR ENDED DECEMBER 31, 1999
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                     SEPTEMBER 30           DECEMBER 31
                                                                          2000                  1999
                                                                      -----------           -----------
<S>                                                                  <C>                    <C>
Retained (deficits)
          Balance at beginning of period                              ($2,611,238)            ($776,393)
          Net income (loss)                                            (3,859,440)           (1,834,845)
                                                                      -----------            ----------
          Balance at end of period                                     (6,470,678)           (2,611,238)
                                                                      -----------            ----------
Preferred Stock, par value $.001 (thousand of shares)
          Balance at beginning of period                                        0                     0
          Preferred Stock Issued                                                0                     0
                                                                      -----------            ----------

          Balance at end of period                                              0                     0
                                                                      -----------            ----------
Common stock, par value $.001 (thousands of shares)
          Balance at beginning of period                                   14,832                14,576
          Common stock issued in acquisitions                                  65                     0
          Common stock issued                                               1,461                   256
                                                                      -----------            ----------

          Balance at end of period                                         16,358                14,832
                                                                      -----------            ----------
Additional paid in capital
          Balance at beginning of period                                2,315,265               292,176
          Common stock issued                                           2,675,634             2,023,089
                                                                      -----------            ----------

          Balance at end of period                                      4,990,899             2,315,265
                                                                      -----------            ----------

Total stockholders' equity at end of period                           ($1,463,421)            ($281,141)
                                                                      ===========            ==========
</TABLE>

 The accompanying notes are an integral part of these consolidated financial
                                  statements

                                  Page 7 of 22
<PAGE>

                            ACCESSPOINT CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     NINE MONTHS ENDED SEPTEMBER 30, 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. Accesspoint Corporation was founded in 1995 and provides managed
         Internet based solutions for servicing the physical (in store) and
         virtual (Internet) sides of each business with solutions for secure
         payment processing, credit verification, identity verification, risk
         management, e-commerce and e-marketing services to thousands of
         merchants worldwide. The company is a player among an emerging new
         breed of service companies called Application Service Providers (ASP).

         The Company focuses on providing turnkey electronic commerce
         (e-commerce) services to small and midsize business. As a result, the
         Company developed Merchant Manager(C), an e-commerce and merchant
         banking solution for small businesses seeking to engage in
         business-to-business and business-to-consumer e-commerce. The Company
         also developed Transaction Manager(C) for small and midsize businesses
         who need transaction processing capabilities.

         The Company's subsidiary, Processing Source International, has
         established in-house processing divisions in Chicago, IL complete with
         merchant account underwriting and risk management capabilities. By
         providing credit card settlement services as a member processor in the
         Visa/MasterCard network, Processing Source generates revenues on the
         margins that exist between the buy and sell rates for underwriting
         these transactions. This new division will have the capacity to provide
         merchant account underwriting services to hundreds of sales groups
         across the country, who offer merchant banking services to nearly
         10,000,000 small to medium size enterprises throughout America.

                                  Page 8 of 22
<PAGE>

                            ACCESSPOINT CORPORATION
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     NINE MONTHS ENDED SEPTEMBER 30, 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 adjustment and accruals)
         necessary for a fair presentation of the balance sheets, operating
         results, and cash flows for the periods presented. Operating results
         for the three-month and nine-month periods ended September 30, 2000 are
         not necessarily indicative of the results that may be expected for the
         year ending December 31, 2000, 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 statement
         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, 1999.

         Revenue Recognition
         -------------------
         The Company recognizes revenue from; licensure of its software
         products, providing Internet access, hosting of Internet web sites,
         leasing of credit card equipment, commissions on the sale of credit
         card processing services and transaction fees related to the use of its
         software and credit card processing products.

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

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

         Principles of Consolidation
         ---------------------------
         The consolidated financial statements include the accounts of J.S.J.
         Capital III, Inc., Yamahamas, Inc. (subsequently renamed Accesspoint
         Corporation), Accesspoint Corporation, Inc. (subsequently dissolved),
         Black Sun Graphics and its wholly owned subsidiary Processing Source
         International ("PSI"). All material and immaterial intercompany
         accounts and transactions have been eliminated in consolidation.

                                  Page 9 of 22
<PAGE>

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


Note B - Summary of Significant Accounting Policies (continued)
         ------------------------------------------------------

         Risks and Uncertainties
         -----------------------
         The Company is subject to substantial risks from, among other things,
         intense competition in the Internet industry in general and the
         provisions of Internet access specifically, other risks associated with
         the Internet industry, financing, liquidity requirements, rapidly
         changing technology, 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, 2000, inventory
         consisted only of finished goods.

                                 Page 10 of 22
<PAGE>

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


Note B - Summary of Significant Accounting Policies (continued)
         ------------------------------------------------------

         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
         are 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.

         Loss Per Share
         --------------
         Loss per share is 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.

                                 Page 11 of 22
<PAGE>

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


Note B - Summary of Significant Accounting Policies (continued)
         ------------------------------------------------------

         New Accounting Pronouncements
         -----------------------------
         In March 2000, the Emerging Issues Task Force (EITF) of the Financial
         Accounting Standards Board (FASB) reached a consensus on EITF Issues
         00-2, "Accounting for Web-Site Development Costs." This consensus
         provides guidance on what types of costs incurred to develop Web sites
         should be capitalized or expensed. The consensus is effective for Web
         site development costs incurred for fiscal quarter beginning after June
         30, 2000. The adoption of this consensus does not have a material
         impact on its financial position or results of operations.

         In March 2000, the Financial Accounting Standards Board issued FASB
         Interpretation (FIN) No. 44, " Accounting for Certain Transactions
         Involving Stock Compensation." FIN 44 clarifies the application of
         Accounting Principles Board (APB) No. 25 for certain issues relating to
         stock compensation. FIN 44 is effective July 1, 2000, but certain
         conclusions in it cover specific events that occur after either
         December 15, 1998 or January 12, 2000. To the extent that FIN 44 cover
         events occurring during the period after December 15, 1998 or January
         12, 2000, but before the effective date of July 1, 2000 the effects of
         applying FIN 44 are recognized on a prospective basis from July 1,
         2000. FIN 44 does not have a material effect on the Company's financial
         position or results of operations.

         In May 2000, the EITF reached a consensus on EITF Issue 00-14,
         "Accounting for Certain Sales Incentives." This consensus provides
         guidance on the recognition, measurement, and income statement
         classification for sales incentives offered voluntarily by a vendor
         without charge to customers that can be used in, or that are
         exercisable by a customer as a result of a single exchange transaction.
         This consensus must be adopted no later than October 1, 2000. The
         Company does not expect that adoption of this consensus to have a
         material impact on its financial position or results of its operations.

                                 Page 12 of 22
<PAGE>

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


Note B - Summary of Significant Accounting Policies (continued)
         ------------------------------------------------------

         New Accounting Pronouncements
         -----------------------------
         In July 2000, the EITF reached a consensus on EITF Issue 00-10,
         "Accounting for Shipping and Handling Fees and Costs." This consensus
         requires that all amounts billed to a customer in a sale transaction
         related to shipping and handling, if any, represent revenue and should
         be classified as revenue. The Company already classifies shipping
         charges to customers as revenue. The EITF did not reach consensus with
         respect to the classification of costs related to shipping and handling
         incurred by the seller. The Company classifies inbound and outbound
         shipping costs and the cost of tangible supplies used to package
         product for shipment to customers as cost of sales. The Company does
         not currently impose separate handling charges on customers and
         classifies costs incurred in operating and staffing distribution and
         customer service centers (including costs attributable to receiving,
         inspecting and warehousing inventories; picking packaging and preparing
         customers' order for shipment and responding to inquiries from
         customer) and credit card fees as general and administrative expense.

Note C - Business Combinations
         ---------------------

         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 nonreporting 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
         nonreporting company for the net monetary assets of the shell
         corporation, accompanied by a recapitalization. The accounting is
         identical to that resulting from a reverse acquisition, except that no
         goodwill or other intangible has been recorded.

         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 in restricted common
         stock.

                                 Page 13 of 22
<PAGE>

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



Note D - Cash
         ----

         The Company maintains its cash balances at banks located in Anaheim,
         California, San Diego, California and Omaha, Nebraska. The balances are
         insured by the Federal Deposit Insurance Corporation up to $100,000. As
         of September 30, 2000, there was no uninsured portion of the balances
         held at the banks.

Note E - Fixed Assets
         ------------

         Fixed assets consist of the following:

               Furniture and fixtures                          $   71,364
               Leasehold improvements                              67,236
               Office equipment                                   227,480
               Computer hardware and software                     898,776
                                                               ----------
                                                                1,264,856

               Accumulated depreciation and amortization         (560,445)
                                                               ----------
               Total                                           $  704,411
                                                               ==========

         At September 30, 2000 included in fixed assets are costs of $699,314 of
         assets recorded under capital leases.

         For the nine months ended September 30, 2000, included in accumulated
         depreciation is $242,403 recorded on assets under capital leases.

Note F - Commitments and Contingencies
         -----------------------------

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

                  2001                               $ 275,996
                  2002                                 260,926
                  2003                                 113,454
                  2004 and thereafter                    5,720

                                 Page 14 of 22
<PAGE>

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


Note F - Commitments and Contingencies (continued)
         -----------------------------------------

         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:

                  2001                $ 270,007
                  2002                   34,475
                  2003                   34,475
                  2004                   22,617

         Rent expense for the nine months ended September 30, 2000 was $135,504.

         Consulting Agreements - The Company has entered into a consulting
         agreement with an individual in an advisory capacity. Compensation for
         services is 100,000 shares of common stock issued pro-rata over twelve
         months and 20,000 stock options for the purchase of common stock at an
         exercise price of $5.00 per share. The stock options also vest pro-rata
         over twelve months. The terms of the agreement also include the payment
         to the individual of a referral fee for any funding or capital
         formation transactions from resources referred to the Company by the
         individual. The fee is 4% of the gross funding amount of the first
         $2,000,000, 3% of the next $3,000,000 and 2% for any funding over
         $5,000,000. As of September 30, 2000 the Company has issued 66,664
         shares of stock with a value of $329,154 to this individual.

         The Company has also entered into a consulting agreement with another
         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, 2000 the Company has issued 1,000 shares of
         stock with a value of $3,750 to this individual.

Note I - Debt
         ----

         As of September 30, 2000, the Company had notes payable outstanding in
         the aggregate amount of $447,188. $247,188 payable to a corporation, 5%
         per annum, due April 2002. $200,000 payable to a related party, 8% per
         annum, due on demand.

                                 Page 15 of 22
<PAGE>

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


Note J - Compensated Absences
         --------------------

         The Company has a multi-tier vacation leave policy. Executive employees
         earn annual vacation leave at the rate of fifteen (15) days per year,
         accrued biweekly. Management employees earn annual vacation leave at
         the rate of ten (10) days per year, accrued biweekly. Line employees
         earn annual vacation leave at the rate of five (5) days per year,
         accrued biweekly. At termination, employees are paid for any
         accumulated annual vacation leave. As of September 30, 2000 the
         vacation liability totaled $51,422.

Note K - Subsequent Events
         -----------------

         Subsequent to the nine months ended September 30, 2000, the Company
         received a loan from a shareholder in the amount $50,000, 8% per annum,
         due on demand, to be used for general operating purposes.

Note L - 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 M - Income Taxes
         ------------

         Total Federal and State income tax expense for the nine months ended
         September 30, 2000 is $800. This 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 nine months ended September 30, 2000, there is no difference
         between the federal statutory tax rate and the effective tax rate. At
         September 30, 2000 the Company had available net operating loss carry-
         forwards of approximately $5,700,000, 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.

Note N - Segment Reporting
         -----------------

         The Company adopted SFAS No. 131, "Disclosures about Segments of an
         Enterprise and Related Information," in 1998. As previously reported,
         the Company does not meet the threshold limit for segment reporting.

                                 Page 16 of 22
<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.

Comparison of Three Months Ended September 30, 2000 and 1999

         Revenues. Revenues decreased 14.4% to $630,124 for the three months
ended, September 30, 2000 from $736,128 for the comparable period of 1999. The
decrease in revenue is a result of a refocus in business services of our
subsidiary, Processing Source International ("PSI") from retail in-house
merchant service sales to recruitment and development of national sales channels
for the sale of wholesale merchant processing services, coupled with the
decrease in the volume of lease sales. As we continue our marketing efforts and
the development of our wholesale sales channels and master distributor
agreements, we anticipate a continued growth in our customer base.

         Gross Profit. Gross profit decreased 19.3% to $532,598 for the three
months ended, September 30, 2000 from $659,977 for the comparable period of
1999. The decrease of $127,379 is consistent with the decline in revenues for
the three months ended September 30, 2000 from the comparable period of 1999.
Gross margin decreased to 84.5% in the most recent period compared to 89.7%
during the comparable period of the prior year. With our current infrastructure,
we anticipated a slight decrease in our gross margins given the decrease in our
revenues. The Company expects its margins to remain consistent in the future.

         Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased 92.3% to $2.1 million for the three months
ended, September 30, 2000 from $1.1 million for the comparable period of 1999.
The increase of $1.0 million is primarily a result of the acquisitions of PSI
and Blacksun Graphics ("BSG") as wholly-owned subsidiaries in July 1999 and May
2000, respectively, resulting in higher payroll and facility costs. In addition,
we have experienced increased levels of investment in systems and infrastructure
(including personnel) and product development in anticipation of growth within
our wholesale sales channels.

         Interest Income and Other Expense. Interest income and other expense,
net, for the three months ended, September 30, 2000 was $85,552, as compared to
$13,367 for the three months ended, September 30, 1999. The increase of $72,185,
in interest income and other expense was a result of increased interest expense
associated with additional capital leases, and the accrual of estimated
penalties associated with unpaid federal and state employment taxes.

Comparison of Nine Months Ended September 30, 2000 and 1999

         Revenues. Revenues decreased 4.6% to $1,682,668 for the nine months
ended, September 30, 2000 from $1,764,578 for the comparable period of 1999. In
May 2000, the Company acquired Blacksun Graphics as a wholly owned subsidiary,
which accounted for approximately $276,556 of revenue during the nine months
ended September 30, 2000. The decrease in revenue is a result of a refocus in
business services of our subsidiary, Processing Source International ("PSI")
from retail in-house merchant service sales to recruitment and development of
national sales channels for the sale of wholesale merchant processing services,
coupled with the decrease in the volume of lease sales. As we continue our
marketing efforts and the development of our wholesale sales channels and master
distributor agreements, we anticipate a continued growth in our customer base.

                                 Page 17 of 22
<PAGE>

         Gross Profit. Gross profit decreased 5.8% to $1,494,966 for the nine
months ended, September 30, 2000 from $1,587,786 for the comparable period of
1999. The decrease of $92,820 is consistent with the decline in revenues for the
nine months ended September 30, 2000 from the comparable period of 1999. Gross
margin decreased to 88.8% in the most recent period compared to 90.0% during the
comparable period of the prior year. With our current infrastructure, we
anticipated a slight decrease in our gross margins given the decrease in our
revenues. The Company expects its margins to remain consistent in the future.

         Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased 101.7% to $4.8 million for the nine months
ended, September 30, 2000 from $2.4 million for the comparable period of 1999.
The increase of $2.4 million is primarily a result of the acquisitions of PSI
and BSG as wholly-owned subsidiaries in July 1999 and May 2000, respectively,
which resulted in higher payroll and facility costs. In addition, we made a
strategic decision in January 2000 to expand the operations of our subsidiary,
PSI. This expansion included the opening of our Chicago-based merchant
underwriting facility, which includes 13 additional personnel. Furthermore, we
have experienced increased levels of investment in systems and infrastructure
(including personnel) and product development in anticipation of growth within
our wholesale sales channels.

         Interest Income and Other Expense. Interest income and other expense,
net, for the nine months ended, September 30, 2000 was $559,558, as compared to
$58,889 for the nine months ended, September 30, 1999. The increase of $500,969,
in interest income and other expense was a direct result from the write-off of
bad debt on aged accounts receivable in the amount of $276,903 and the accrual
of estimated penalties associated with unpaid federal and state employment
taxes.

Liquidity and Sources of Capital

         Historically, we have funded operations and working capital needs from
operating cash flows and net cash proceeds through a series of private debt and
equity offerings, including Regulation D and Regulation S private placements and
loans. Cash and cash equivalents were $10,762 at September 30, 2000. Working
capital at September 30, 2000 was $(1.8) million.

         Cash used in operating activities during the nine months ended
September 30, 2000 was $2.3 million compared to $1.8 million for the comparable
period of the prior year. The change of $451,366 was due primarily to the
increase in net loss of $2.0 million. This is partially offset by the $262,324
decrease in accounts receivable and a $950,225 increase in accounts payable.

         Cash used in investing activities during the nine months ended
September 30, 2000 was $73,987 compared to $28,844 for the comparable period of
the prior year. The change was due primarily to increased capital expenditures
in 2000. The capital expenditures consisted primarily of computer hardware
needed for the continued growth in the Company's technology initiatives, as well
as furniture & fixtures needed for the expansion of our processing and
underwriting divisions.

         Cash provided by financing activities during the nine months ended
September 30, 2000 was $2.3 million compared to $1.9 million for the comparable
period of the prior year. In the nine months ended September 30, 2000, we sold
$2.3 million of common stock and issued $1.0 million in short and long-term
debt.

         Without further equity offerings through private placements, we believe
that our cash, cash equivalents and short-term investments at September 30, 2000
will not be sufficient to meet our liquidity needs over the next twelve months.

YEAR 2000 COMPLIANCE

         At the date of this report, the passage into the year 2000 has
occurred. To date, we have not experienced any Y2K problems in our own systems.
We are continuing to carefully monitor our systems and communicating regularly
with our vendors and customers as to their view of the any potential impact.
There can be no assurance, however, that the Company will not experience
unanticipated negative consequences, including material costs caused by
undetected errors or defects in the technology used in its internal systems. If,
in the future, it comes to the Company's attention that certain of its services
need modification or certain of its third-party hardware and software are not
year 2000 compliant, then the Company will seek to make modifications to its
systems. In such case, the Company expects such modifications to be made on a
timely basis and does not believe that the cost of such modifications will have
a material effect on its operating results. There can be no assurance, however,
that the Company will be able to modify such products, services and systems in a
timely and successful manner to comply with the year 2000 requirements, which
could have a material adverse effect on its business and operating results.

                                 Page 18 of 22
<PAGE>

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

          None.

Item 2. Changes in Securities and Use of Proceeds

         From January 1, 2000 through September 30, 2000 we issued 66,664
shares of common voting stock to Toby Parrish, an individual. These shares were
issued in exchange for advisory services rendered to the Company pursuant to the
Accesspoint Advisory Board Proposal dated November 16, 2000. This proposal,
which is included in this document as Exhibit 1.13, offers a total of 100,000
shares of common stock, which vest on an approximate pro-rata basis over a 12-
month period. 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 Securities Act of 1933, as amended ("Act"), Regulation D promulgated
there under, and pursuant to Section 25102(f) of the California Corporations
Code. Mr. Parrish 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. Parrish.

         From January 1, 2000 through September 30, 2000 we issued 14,994
options to purchase our common stock to Toby Parrish, an individual, at an
exercise price of $5.00. These options were issued in exchange for advisory
services rendered to the Company pursuant to the Accesspoint Advisory Board
Proposal dated November 16, 1999. This proposal, which is included in this
document as Exhibit 1.13, offers a total of 20,000 stock options for the
purchase of common stock, which vest on an approximate pro-rata basis over a 12-
month period. We did not publicly offer any securities and no underwriter was
utilized and we paid no finder's fees, discounts or commissions in connection
with the above issuance. The issuance was exempt pursuant to Section 4(2) of the
Act, Regulation D promulgated there under, and pursuant to Section 25102(f) of
the California Corporations Code. Mr. Parrish acquired the options 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 options. The options were issued in a private transaction, which
was not part of a distribution of options or shares. We, or our officers or
directors or our or their affiliates or representatives, had a pre-existing
personal or business relationship with Mr. Parrish.

         On August 4, 2000 we issued 500 shares of common voting stock to Austin
Paris, an individual. These shares were issued in exchange for advisory services
to be rendered to the Company pursuant to the Accesspoint Advisory Consultant
Proposal dated August 4, 2000. This proposal, which is included in this document
as Exhibit 1.14, offers a total of 6,000 shares of common stock, which vest on
an approximate prorata basis over a 12-month period. 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 Securities Act of 1933, as amended
("Act"), Regulation D promulgated there under, and pursuant to Section 25102(f)
of the California Corporations Code. Mr. Paris 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. Paris.

         On September 4, 2000 we issued 500 shares of common voting stock to
Austin Paris, an individual. These shares were issued in exchange for advisory
services to be rendered to the Company pursuant to the Accesspoint Advisory
Consultant Proposal dated August 4, 2000. This proposal, which is included in
this document as Exhibit 1.14, offers a total of 6,000 shares of common stock,
which vest on an approximate pro-rata basis over a 12-month period. 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
promulgated there under, and pursuant to Section 25102(f) of the California
Corporations Code. Mr. Paris acquired the options 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
options. The options were issued in a private transaction, which was not part of
a distribution of options or shares. We, or our officers or directors or our or
their affiliates or representatives, had a pre-existing personal or business
relationship with Mr. Paris.

         On August 4, 2000 and September 4, 2000, respectively, we issued 200
options to purchase our common stock to Austin Paris, an individual, at an
exercise price of $3.37. These options were issued in exchange for advisory
services rendered to the Company pursuant to the Accesspoint Advisory Consultant
Proposal dated August 4, 2000. This proposal,

                                 Page 19 of 22
<PAGE>

which is included in this document as Exhibit 1.14, offers a total of 2,400
stock options for the purchase of common stock, which vest on an approximate
pro-rata basis over a 12-month period. 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 options 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 options. The options were
issued in a private transaction, which was not part of a distribution of options
or shares. We, or our officers or directors or our or their affiliates or
representatives, had a pre-existing personal or business relationship with the
above persons.

         On July 10, 2000 we issued 1,000 shares of common voting stock to Mark
Deo, an individual. These shares were issued in exchange for consulting services
rendered to the Company pursuant to the Accesspoint Stock Purchase Agreement
dated July 10, 2000. This agreement is included in this document as Exhibit
1.15. 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 promulgated there under, and pursuant to Section 25102(f) of the
California Corporations Code. Mr. Deo 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. Deo.

         On July 10, 2000 we issued 1,000 shares of common voting stock to
Maxamilian Parker, an individual. These shares were issued in exchange for
consulting services rendered to the Company pursuant to the Accesspoint Stock
Purchase Agreement dated July 10, 2000. This agreement is included in this
document as Exhibit 1.16. 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 promulgated there under, and pursuant to
Section 25102(f) of the California Corporations Code. Mr. Parker 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. Parker.

         On August 30, 2000 we issued 1,000 shares of common voting stock to
Corporate Strategies c/o James L. Bartlett. 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 promulgated there
under, and pursuant to Section 25102(f) of the California Corporations Code. Mr.
Bartlett 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.
Bartlett.

         On August 25, 2000 the Company and Pacific Capital Group, Ltd. agreed
that a note issued on February 4, 2000 in the amount of $70,000 be cancelled and
two new notes issued in its place, as per the Resolution contained herein in
Exhibit 1.17.

         On August 25, 2000 we issued 34,000 shares of common voting stock to
Pacific Capital Group, Ltd. These shares were issued in relation to short-term
convertible debt from Pacific Capital Group, Ltd. as per the Resolution dated
August 25, 2000 contained herein in Exhibit 1.18. The issuance of shares on
conversion was made pursuant to Regulation S promulgated under the Act.

         On August 25, 2000 we issued 68,000 shares of common voting stock to
Pacific Capital Group, Ltd. These shares were issued in relation to short-term
convertible debt from Pacific Capital Group, Ltd. as per the Resolution dated
August 25, 2000 contained herein in Exhibit 1.19. The issuance of shares on
conversion was made pursuant to Regulation S promulgated under the Act.

         On August 25, 2000 we issued 80,000 shares of common voting stock to
Pacific Capital Group, Ltd. These shares were issued in relation to short-term
convertible debt from Pacific Capital Group, Ltd. as per the Resolution dated
August 25,

                                 Page 20 of 22
<PAGE>

2000 contained herein in Exhibit 1.20. The issuance of shares on conversion was
made pursuant to Regulation S promulgated under the Act.

         On August 25, 2000 we issued 80,000 shares of common voting stock to
Pacific Capital Group, Ltd. These shares were issued in relation to short-term
convertible debt from Pacific Capital Group, Ltd. as per the Resolution dated
August 25, 2000 contained herein in Exhibit 1.21. The issuance of shares on
conversion was made pursuant to Regulation S promulgated under the Act.

         On August 25, 2000 we issued 13,200 shares of common voting stock to
Pacific Capital Group, Ltd. These shares were issued in relation to short-term
convertible debt from Pacific Capital Group, Ltd. as per the Resolution dated
August 25, 2000 contained herein in Exhibit 1.22. The issuance of shares on
conversion was made pursuant to Regulation S promulgated under the Act.

         On August 25, 2000 we issued 20,000 shares of common voting stock to
Pacific Capital Group, Ltd. These shares were issued in relation to short-term
convertible debt from Pacific Capital Group, Ltd. as per the Resolution dated
August 25, 2000 contained herein in Exhibit 1.23. The issuance of shares on
conversion was made pursuant to Regulation S promulgated under the Act.

         On August 25, 2000 we issued 24,000 shares of common voting stock to
Pacific Capital Group, Ltd. These shares were issued in relation to short-term
convertible debt from Pacific Capital Group, Ltd. as per the Resolution dated
August 25, 2000 contained herein in Exhibit 1.24. The issuance of shares on
conversion was made pursuant to Regulation S promulgated under the Act.

         On August 25, 2000 we issued 40,000 shares of common voting stock to
Pacific Capital Group, Ltd. These shares were issued in relation to short-term
convertible debt from Pacific Capital Group, Ltd. as per the Resolution dated
August 25, 2000 contained herein in Exhibit 1.25. The issuance of shares on
conversion was made pursuant to Regulation S promulgated under the Act.

         On August 25, 2000 we issued 148,368 shares of common voting stock to
Pacific Capital Group, Ltd. These shares were issued in relation to short-term
convertible debt from Pacific Capital Group, Ltd. as per the Resolution dated
August 25, 2000 contained herein in Exhibit 1.26. The issuance of shares on
conversion was made pursuant to Regulation S promulgated under the Act.

         Item 3.   Defaults upon Senior Securities.

         None.

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

         None.

Item 5.  Other Information.

         None.

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

                  1.13 * Toby Parrish Accesspoint Advisory Board Proposal
                  1.14 * Austin Paris Accesspoint Advisory Consultant Proposal
                  1.15 * Mark Deo Stock Purchase Agreement
                  1.16 * Maxamilian Parker Stock Purchase Agreement
                  1.17 * Pacific Capital Group, Ltd. Note Resolution
                  1.18 * Pacific Capital Group, Ltd. Loan Resolution

                                 Page 21 of 22
<PAGE>

                  1.19 * Pacific Capital Group, Ltd. Loan Resolution
                  1.20 * Pacific Capital Group, Ltd. Loan Resolution
                  1.21 * Pacific Capital Group, Ltd. Loan Resolution
                  1.22 * Pacific Capital Group, Ltd. Loan Resolution
                  1.23 * Pacific Capital Group, Ltd. Loan Resolution
                  1.24 * Pacific Capital Group, Ltd. Loan Resolution
                  1.25 * Pacific Capital Group, Ltd. Loan Resolution
                  1.26 * Pacific Capital Group, Ltd. Loan Resolution

                  27.1  Financial Data Schedule

         (b)      We filed a report on Form 8-K/A on April 17, 2000 (Commission
                  File No. 000-29217) which included Consolidated Financial
                  Statements for the years ended, December 31, 1999 and 1998.
                  The Form 8-K/A contained items reported pertaining to
                  acquisition or disposition of assets. Exhibits on Form 8-K:

                  10.1 ** Articles of Merger of Accesspoint Corporation and
                           J.S.J. Capital III, Inc.
                  10.2 ** Agreement and Plan of Merger between Accesspoint
                           Corporation and J.S.J. Capital III, Inc.


         *  Attached to this Form 10-QSB.

         ** Incorporated by reference to the similarly numbered exhibit to the
         Current Report on Form 8-K/A filed by us on April 17, 2000 (Commission
         File No. 000-29217).

                                   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 15, 2000                     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

                                 Page 22 of 22