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Exhibit 31

                    CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER
                      AND CHIEF FINANCIAL OFFICER PURSUANT
                    TO SECTION 302 OF THE SARBANES-OXLEY ACT

                                 CERTIFICATIONS

I, William D. Lindberg, President, Chief Executive Officer and Chief Financial
Officer of Accesspoint, Inc. certify that:

1. I have reviewed this Quarterly report on Form 10-QSB of, Accesspoint, Inc.
(the "Company" or "Small Business Issuer");

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

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

4. The small business issuer's other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the small business issuer and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure
     controls and procedures to be designed under our supervision, to ensure
     that material information relating to the small business issuer, including
     its consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this report is being
     prepared;
(b)  Designed such internal control over financial reporting, or caused such
     internal control over financial reporting to be designed under our
     supervision, to provide reasonable assurance regarding the reliability of
     financial reporting and the preparation of financial statements for
     external purposes in accordance with generally accepted accounting
     principles;
(c)  Evaluated the effectiveness of the small business issuer's disclosure
     controls and procedures and presented in this report our conclusions about
     the effectiveness of the disclosure controls and procedures, as of the end
     of the period covered by this report based on such evaluation; and
(d)  Disclosed in this report any change in the small business issuer's internal
     control over financial reporting that occurred during the small business
     issuer's most recent fiscal quarter (the small business issuer's fourth
     fiscal quarter in the case of an annual report) that has materially
     affected, or is reasonably likely to materially affect, the small business
     issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
the small business issuer's board of directors (or persons performing the
equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or
     operation of internal control over financial reporting which are reasonably
     likely to adversely affect the small business issuer's ability to record,
     process, summarize and report financial information; and
(b)  Any fraud, whether or not material, that involves management or other
     employees who have a significant role in the small business issuer's
     internal control over financial reporting.


Date: November 9, 2005               ACCESSPOINT CORPORATION

                                     By /S/ WILLIAM D. LINDBERG
                                        ----------------------------------------
                                        William D. Lindberg,
                                        Chief Executive Officer, Chief Financial
                                        Officer and President