<PAGE>

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

                                   FORM 10-KSB

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

                FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

                                       OR

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

  FOR THE TRANSITION PERIOD FROM __________________ TO ________________________

                        Commission File Number: 000-29217

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

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

   3030 S Valley View Blvd., Ste 190                Las Vegas, NV 89102
----------------------------------------    ------------------------------------
(Address of Principle Executive Offices)                (Zip Code)

                                 702-809 0206
          -------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)


      Securities Registered Pursuant to Section 12(b) of the Exchange Act:

                                      None

      Securities Registered Pursuant to Section 12(g) of the Exchange Act:

                         Common Stock, $0.001 Par Value

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes [X ]No [ ]

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

         The registrant's revenues for its most recent fiscal year were
$8,461,090.

         The aggregate market value of the voting stock held by non-affiliates
of the registrant as of March 3, 2005 was $673,047 based upon the market
price of the registrant's Common Stock of $0.05 as of March 3, 2005.

The number of the Company's shares of Common Stock outstanding as of December
31, 2004 was 18,971,230.

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



<PAGE>

                             ACCESSPOINT CORPORATION
                            FORM 10-KSB ANNUAL REPORT
                 AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2004
                                TABLE OF CONTENTS

Forward-Looking Statements                                                    3

                                     PART I

Item 1.   DESCRIPTION OF BUSINESS                                             4
Item 2.   DESCRIPTION OF PROPERTIES                                           5
Item 3.   LEGAL PROCEEDINGS                                                   5
Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                 7

                                     PART II

Item 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS            7
Item 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION           8
Item 7.   FINANCIAL STATEMENTS                                               11
Item 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
            ON ACCOUNTING AND FINANCIAL DISCLOSURE                           26

                                    PART III

Item 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
            PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT       26
Item 10.  EXECUTIVE COMPENSATION                                             27
Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
            AND RELATED STOCKHOLDER MATTERS                                  28
Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                     31

                                     PART IV

Item 13.  EXHIBITS AND REPORTS ON FORM 8-K                                   33
Item 14.  CONTROLS AND PROCEDURES                                            34

SIGNATURES                                                                   35





<PAGE>

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This Form 10-KSB contains forward-looking statements about the
business, financial condition and prospects of the Company that reflect
assumptions made by management and management's beliefs based on information
currently available to it. We can give no assurance that the expectations
indicated by such forward-looking statements will be realized. If any of
management's assumptions should prove incorrect, or if any of the risks and
uncertainties underlying such expectations should materialize, the Company's
actual results may differ materially from those indicated by the forward-looking
statements.
         There may be other risks and circumstances that management is unable to
predict. When used in this Form 10-KSB, words such as, "believes," "expects,"
"intends," "plans," "anticipates" "estimates" and similar expressions are
intended to identify forward-looking statements, although there may be certain
forward-looking statements not accompanied by such expressions. All
forward-looking statements are intended to be covered by the safe harbor created
by Section 21E of the Securities Exchange Act of 1934.



                                       3

<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

         A. GENERAL

         We were 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 ("we", "us" and "our") in this report refers to the
historical Accesspoint Corporation.

         B. BUSINESS OVERVIEW

         Until February 2005 the Company's business consisted of processing
electronic and credit card payments. In accordance with an agreement dated
January 1, 2005 that took effect as of February 28, 2005, the Company sold its
Merchant Portfolio, its remaining source of income, to Merchants Billing
Services, Inc. for $1,563,584, the amount owed to Merchants Billing Services,
Inc. and Amropa, Inc.

         Mr. Barber is the principal owner of Merchants Billing Services, Inc.
and Ameropa, Inc. ("Ameropa"). Ameropa is a Bahamas corporation. Ameropa owned
two Bermuda corporations, Internet Online Services, Inc. ("IOS") and Network
Integrated Systems, Ltd. ("NIS"). Mr. Barber and two colleagues agreed to
provide funding to Accesspoint. Although IOS and Ameropa advanced funds from
time to time. The amount owed Merchants Billing Services, Inc. and Ameropa at
December 31, 2004 was $1,563,584.

         During the year additional books of business had been sold in order to
raise funds to pay off debt.

         The financial statements at December 31, 2004 reflect the
discontinuance of the operations of the company as of February 2005.

         As of February 28, 2005 the Company has no operating business. The
Company does not intend to develop its own operating business but instead will
seek to effect a merger (a "Merger") with a corporation which owns an operating
business and wishes to undertake a Merger for its own corporate purposes (a
"Merger Target"), generally related to achieving liquidity for its stockholders.
The primary activity of the Company now involves seeking a Merger Target. The
Company has not yet selected or entered into any substantive discussions with
any potential Merger Target and does not intend to limit potential candidates to
any particular field or industry, but does retain the right to limit candidates,
if it so chooses, to a particular field or industry. The Company may effect a
Merger with a Merger Target which may be financially unstable or in its early
stages of development or growth.

         The Board of Directors has elected to begin implementing the Company's
principal business purpose, described below under "Item 6, Plan of Operation."
As such, the Company can be defined as a "shell" company, whose sole purpose at
this time is to locate a Merger Target and consummate a Merger.

                                       4

<PAGE>

ITEM 2. DESCRIPTION OF PROPERTY

         We do not own any real property. As of December 31, 2004, the Company
operated under an agreement with 2CProcessor USA, LLC (2CP) to manage its
business for the period April 1, 2004 through April 1, 2005 at a fee of $65,000
per month. This agreement has been cancelled as of February 1, 2005

ITEM 3. LEGAL PROCEEDINGS

         The Company is subject to various claims and legal proceedings covering
         a wide range of matters that arise in the ordinary course of its
         business activities. Listed below are only those matters considered to
         be material to the Company by management and its counsel.

         CITICORP - During 2001 the Company vacated office facilities it had
         leased under an operating lease agreement in Chicago, Illinois. The
         lessor subsequently filed suit against the Company for the remaining
         amount of unpaid rent and other various expenses. A judgment was filed
         against the Company in the amount of $95,000. As of December 31, 2004
         the Company has accrued for the liability in full on its Balance Sheet.
         No payments have been made.

         BENTLEY PROMISSORY NOTES - Various family trusts related to James W.
         Bentley, a former Director of the Company, have filed three related
         actions seeking to collect in excess of $500,000 in promissory notes
         allegedly due. These cases have been consolidated with the case of
         Bentley v. Barber, et al (see below) and have been settled as of August
         30, 2004.

         MERCHANTSWAREHOUSE.COM - This is a claim against PSI for breach of an
         independent sales agent agreement. The claim is disputed. The matter
         was submitted to arbitration and was heard by the arbitrator. The
         arbitrator made an interim award of $296,720 and denied the Company's
         counterclaim. The Company is directed to pay the agent residuals
         according to the terms of the Company's agreement with the agent. The
         Company has made all payments to the agent since the date of the award.
         On November 7, 2003, Merchantswarehouse.com obtained a judgment
         consistent with the arbitrator's award. The Company is presently
         assessing the advisability of an appeal. The amount of the award has
         been accrued.

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

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

         GLOBAL ATTORNEYS NETWORK CO. - This is an action filed on behalf of an
         equipment lessor on a defaulted lease. In April 2003 the matter was
         settled for $16,900. This amount has been accrued. No payments have
         been made.

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

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


                                       5
<PAGE>


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

                                       6

<PAGE>

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         At a meeting of the stockholders December 7, 2004 the following items
were submitted to a vote of security holders, through the solicitation of
proxies or otherwise:

         1.       Increase the number of shares of common stock from 25,000,000
                  to 50,000,000.
         2.       Increase the number of allowable directors from 5 to 7.
         3.       Approved the election of directors.
         4.       Ratified the settlement agreement pertaining to the
                  Bentley/Djokovich lawsuit.
         5.       Ratified the actions of the Board of Directors through
                  December 7, 2004.
         6.       Ratified the appointment of Auditors.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Our common stock is quoted on the over-the-counter Pink sheet system
(PK) under the symbol "ASAP." The table below reflects the high and
the low bid and ask quotations for each of our fiscal quarters for the last
fiscal year. The prices reflect inter-dealer prices, without retail mark-up,
markdown or commission and do not necessarily represent actual transactions.


                                      2004
                         -------------------------------
                          HIGH                      LOW
     ---------------------------------------------------

     1st Quarter         $ 0.29                   $ 0.05
     ---------------------------------------------------

     2nd Quarter         $ 0.30                   $ 0.17
     ---------------------------------------------------

     3rd Quarter         $ 0.16                   $ 0.09
     ---------------------------------------------------

     4th Quarter         $ 0.10                   $ 0.08
     ---------------------------------------------------


                                      2003
                         -------------------------------
                          HIGH                      LOW
     ---------------------------------------------------

     1st Quarter         $ 0.43                   $ 0.20
     ---------------------------------------------------

     2nd Quarter         $ 0.38                   $ 0.12
     ---------------------------------------------------

     3rd Quarter         $ 0.40                   $ 0.12
     ---------------------------------------------------

     4th Quarter         $ 0.35                   $ 0.10
     ---------------------------------------------------


         A. NUMBER OF HOLDERS

         As of December 31, 2004, we had 1,287 common shareholders of record.
On, December 31, 2004 the last reported sales price of our common stock on the
Pink sheet was $0.08 per share.

         Our stock has had a market price of less than $5.00 per share in recent
times. The SEC has adopted regulations which generally define "penny stock" to
be any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price less than $5.00 per share, subject to certain
exceptions. Accordingly, our common stock may become subject to rules that
impose additional sales practice requirements on broker-dealers who sell such
securities to persons other than established customers and accredited investors
(generally those with assets in excess of $1,000,000 or annual income exceeding
$200,000, or $300,000 together with their spouse). For transactions covered by
these rules, the broker-dealer must make a special suitability determination for
the purchase of such securities and have received the purchaser's written
consent to the transaction prior to the purchase.

                                        7

<PAGE>

         Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the transaction, of a
disclosure schedule prepared by the SEC relating to the penny stock market. The
broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and, if the broker-dealer is the sole market-maker, the broker-dealer
must disclose this fact and the broker-dealer's presumed control over the
market. Finally, monthly statements must be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks. Consequently, the "penny stock" rules may
restrict the ability of broker-dealers to sell our common stock and may affect
the ability of investors to sell our common stock in the public market.

         B. DIVIDENDS

         The payment of dividends is within the discretion of the Board of
Directors of our Company. We currently intend to retain all earnings, if any, in
the foreseeable future for use in the development of our business. We have not
paid dividends since inception. It is not anticipated that any dividends will be
paid in the foreseeable future and there can be no assurance that dividends can
or will ever be paid. The payment of dividends is contingent upon future
earnings, if any, our financial condition and capital requirements, general
business conditions and other factors.



ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

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

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

         A.       PLAN OF OPERATION

         Until February 2005 the Company's business consisted of processing
electronic and credit card payments. In accordance with an agreement dated
January 1, 2005 that took effect as of February 28, 2005, the Company sold its
Merchant Portfolio, its only source of income, to Merchants Billing Services,
Inc. for $1,563,584, the amount owed to Merchants Billing Services, Inc. and
Ameropa, Inc..

         As of February 28, 2005 the Company has no operating business. The
Company does not intend to develop its own operating business but instead will
seek to effect a merger (a "Merger") with a corporation which owns an operating
business and wishes to undertake a Merger for its own corporate purposes (a
"Merger Target"), generally related to achieving liquidity for its stockholders.
The primary activity of the Company now involves seeking a Merger Target. The
Company has not yet selected or entered into any substantive discussions with
any potential Merger Target and does not intend to limit potential candidates to
any particular field or industry, but does retain the right to limit candidates,
if it so chooses, to a particular field or industry. The Company may effect a
Merger with a Merger Target which may be financially unstable or in its early
stages of development or growth.

         The discussion of results of discontinued operations should be read
with the understanding that the Company as of February 28, 2005 is no longer in
such business.


                                        9
<PAGE>



         B.       RESULTS OF DISCONTINUED OPERATIONS


         The net operating loss from discontinued operations $250,383 for the
year ended December 31, 2004 compares to $73,158 loss for the year ended
December 31, 2003. The continuation of losses at the net operations level made
it impossible to pay down the debts that the Company incurred in the previous
years.

         Interest expense, net, for the year ended December 31, 2004 was
$137,000 as compared to $278,000 for the year ended December 31, 2003. The
decrease of $142,000, or (51%), resulted primarily from the Company's continued
reduction of indebtedness and borrowing costs.

         Other (Income) Expense, net of Interest expense was $(2,394,000) income
for the year ended December 31, 2004, as compared to $(305,000) income for the
year ended December 31, 2003. The difference of $2,089,000 was due basically to
the forgiveness of payroll taxes accrued in prior years, the gain on sale of
Merchant Portfolio and books in order to pay off debts of business, resulting in
the discontinuance of the business.

         C.       Liquidity and Capital Resources

         The Company had cash in bank $6,277 at December 31, 2004, as compared
to cash of $28,393 at December 31, 2003.

         The Company had negative working capital at December 31, 2004 and
believed that cash generated from operations would not be sufficient to fund the
current and anticipated cash requirements and the pay down of existing debts.
The plans for the coming months included the sale of the merchant portfolio for
the purpose of re-capitalizing the company and paying down debt that occurred in
January and February 2005.



                                       10

<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

ITEM 7.                       FINANCIAL STATEMENTS

                                TABLE OF CONTENTS

Independent Auditors' Report                                    12

Balance Sheets                                                  13

Statements of Operations                                        14

Statements of Cash Flow                                         15

Statement of Changes in Stockholders' Equity                    16

Notes to Financial Statements                                   17

                                       11


<PAGE>

                REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

Board of Directors and Stockholders
Accesspoint Corporation

We have audited the accompanying balance sheet of Accesspoint Corporation (a
Nevada Corporation) as of December 31, 2004 and the related statements of
operations, stockholders' equity and cash flows for the year then ended. We have
also audited the consolidated balance sheet of Accesspoint Corporation and
Subsidiaries as of December 31, 2003 and the related consolidated statements of
operations, stockholders' equity and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Accesspoint Corporation as of
December 31, 2004, and the results of its operations and cash flows for the
years then ended in conformity with accounting principles generally accepted in
the United States of America. Also, in our opinion, the 2003 consolidated
financial statements present fairly, in all material respects, the consolidated
financial position of Accesspoint Corporation and Subsidiaries as of December
31, 2003 and the consolidated results of its operations and cash flows for the
year then ended in conformity with accounting principals generally accepted in
the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed further in Note A, the
Company sold off and discontinued its business in February 2005 and became A
shell company with no operations and limited financial and other resources.
These factors raise substantial doubt as to the Company's ability to continue as
a going concern. Management's plan in regard to these matters is also described
in Note I. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

/s/ Mendoza Berger & Company, LLP

Irvine, California
March 23, 2005



                                       12


<PAGE>

                           ACCESSPOINT CORPORATION
                                BALANCE SHEETS

                                     ASSETS
                                     ------

                                                   December 31,     December 31,
                                                      2004             2003
                                                                  (consolidated)
                                                 -------------     -------------

Current Assets
         Cash                                    $      6,277      $     28,393
         Accounts receivable, net of
           allowance for doubtful accounts
           $0 and $80,000 at 2004 and 2003
           respectively                               155,978           446,870
         Prepaid expenses                                  --            39,235
                                                 -------------     -------------
                  Total Current Assets                162,255           514,498
                                                 -------------     -------------
Fixed Assets
         Furniture and equipment (net)                     --            91,099
                                                 -------------     -------------
                  Total Fixed Assets                       --            91.099
                                                 -------------     -------------
Other Assets
         Deferred financing costs (net)                    --           752,873
         Deposits                                     255,001           285,108
                                                 -------------     -------------
                  Total Other Assets                  255,001         1,037,981
                                                 -------------     -------------
         Total Assets                            $    417,256      $  1,643,578
                                                 =============     =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current Liabilities
         Accounts payable                        $    581,047      $    939,851
         Accrued payroll taxes and penalties               --         1,328,138
         Accrued liabilities                          565,070          504,014
         Bentley lawsuit settlement                   480,000                --
         Merchant loss reserve                          2,778             2,778
         Lines of credit                                   --         1,373,049
         Capitalized leases                           500,074           577,638
         Notes payable                                165,000           415,000
         Related party notes and payables             113,545                --
                                                 -------------     -------------

         Total Current Liabilities                  2,407,514         5,140,468

         Total Liabilities                          2,407,514         5,140,468
                                                 -------------     -------------

Stockholders' Equity

         Preferred Stock, $.001 par value,
         5,000,000 shares authorized,
         543,100 and 1,055,600 shares issued
         and outstanding at December 31, 2004
         and 2003, respectively                           543             1,056

         Common stock, $.001 par value,
         25,000,000 shares authorized,
         18,971,230 issued and
         outstanding at December 31,
         2004 and 2003, respectively                   18,971            18,971

         Additional paid in capital                14,619,710        15,119,197
         Accumulated (deficit)                    (16,629,482)      (18,636,114)
                                                 -------------     -------------
         Total Stockholders' (Deficit)             (1,990,258)       (3,496,890)
                                                 -------------     -------------
         Total liabilities and
         Stockholders' Equity                    $    417,256      $  1,643,578
                                                 =============     =============

                   Refer to notes to the financial statements

                                       13

<PAGE>

                             ACCESSPOINT CORPORATION
                             STATEMENTS OF OPERATIONS

                                                       For the Years Ended
                                                       -------------------
                                                  December 31,      December 31,
                                                      2004             2003
                                                                  (consolidated)
                                                 -------------     -------------

DISCONTINUED OPERATIONS
         Operating loss from discontinued
          operations                                 (250,383)          (73,158)
                                                 -------------     -------------

Other (income) expense from discontinued operations
         Sale of Merchant Portfolio                (1,563,584)               --
         Debt forgiveness                            (945,044)         (816,083)
         Sales of books of business                  (705,966)
         Interest income                              (11,662)          (19,386)
         Penalties                                      4,112            14,659
         Miscellaneous                                 36,971             2,040
         Litigation expense                            38,426                --
         Amortization of deferred financing
          costs                                       752,873           513,891
         Interest expense                             136,859           278,227
                                                 -------------     -------------

         Total Other (income) expense              (2,257,015)          (26,652)
                                                 -------------     -------------
         Income (loss) before income taxes          2,006,632           (46,506)

Provision for income taxes                                 --             4,109
                                                 -------------     -------------
         Net income (loss) from discontinued
           operations                            $  2,006,632           (50,615)
                                                 =============     =============
         Net income (loss) per share from
           discontinued operations
                  Basic                          $       0.11     $      (0.00)

         Weighted average number of shares
                  Basic                            18,971,230        20,786,413

                   Refer to notes to the financial statements

                                       14



<PAGE>

                           ACCESSPOINT CORPORATION
                           STATEMENTS OF CASH FLOWS

                                                           Years Ended
                                                           -----------
                                                   December 31,     December 31.
                                                       2004             2003
                                                                  (consolidated)
                                                   ------------     ------------

CASH FLOWS FROM DISCONTINUED OPERATIONS
         Net income (loss) from discontinued
          operations                               $ 2,006,632     $  (50,615)

Adjustments to reconcile net loss to net cash
  used in discontinued operating activities:
         Forgiveness of debts and notes payable     (1,328,138)       (816,083)
         Sale of books of business                  (1,373,049)             --
         Amortization                                  752,873         513,891
         Depreciation                                   50,844         271,957
         Disposition of fixed assets                    40,255              --
         Decrease (increase) in receivables            290,892         (98,162)
         Decrease in other current assets                   --         157,172
         Decrease (increase) in prepaid expenses        39,235         (37,748)
         Increase in deposits                           30,108          (5,000)
         (Decrease) increase in accounts
           payable and accrued expenses               (297,749)          5,098
         Decrease in accrued payroll taxes                  --         (84,293)
                                                   ------------     ------------
         Total adjustments                          (1,794,729)        (93,168)
                                                   ------------     ------------
         Net cash contributed by (used in)
           discontinued operations                     211,903        (143,783)
                                                   ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES-DISCONTINUED OPERATIONS
         Reduction of portfolio                             --          154,667
         Acquisition of fixed assets                        --             (740)
                                                   ------------     ------------
         Net cash provided (used in) investing
           activities                                       --         (153,927)
                                                   ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES-DISCONTINUED OPERATIONS
         Payments on capital leases                    (77,564)         (26,000)
         Line of credit                                     --            8,288
         Loans and payables related parties            113,545               --
         Decrease in notes payable                    (250,000)              --
         Payments on settled lawsuit                   (20,000)              --
                                                   ------------     ------------
         Net cash provided by (used in)
           financing activities                       (234,019)         (17,713)
                                                   ------------     ------------
         Net change in cash                            (22,116)          (7,568)
                                                   ------------     ------------
         Cash at beginning of period                    28,393           35,961
                                                   ------------     ------------
         Cash at end of period                     $     6,277      $    28,393
                                                   ============     ============
Supplemental cash flow disclosures:
         Conversion of paid-in capital to
           notes payable                           $   500,000      $        --
         Forgiveness of accrued expenses           $   331,487      $   666,083
         Forgiveness of notes payable              $        --      $   150,000
         Forgiveness of account receivable         $   (89,735)     $        --
         Receission of preferred stock             $       513      $        --



                   Refer to notes to the financial statements

                                       15



<PAGE>

<TABLE>
                                                ACCESSPOINT CORPORATION
                                           STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<CAPTION>

                                                   COMMON STOCK
                                  -----------------------------------------------    Preferred
                                                                     Additional        Stock                            Total
                                    Number of        Par value         paid-in       1,055,600        Retained       Stockholders'
                                      shares          $0.001           capital     shares issued      (deficit)         equity
                                  -------------    -------------    -------------   -------------   -------------    -------------
<S>                                 <C>            <C>              <C>             <C>             <C>              <C>
Balance at December 31, 2001
  (consolidated)                    23,375,208     $     23,375     $ 14,418,900    $      1,056    $(11,738,947)    $  2,704,384

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

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

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

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

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

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

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

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

Recission of 512,500 shares of
  preferred stock                           --              --               513            (513)             --               --

Net income                                  --              --                --              --       2,006,632        2,006,632
                                  -------------    -------------    -------------   -------------   -------------    -------------
Balance at December 31, 2004        18,971,230     $     18,971     $ 14,619,710    $        543    $(16,629,482)    $ (1,990,258)
                                  =============    =============    =============   =============   =============    =============

                                            Refer to notes to the financial statements

                                                                16
</TABLE>



<PAGE>

                             ACCESSPOINT CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

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

         Accesspoint Corporation (subsequently referred to as "Accesspoint", the
"Company" or "We") was incorporated as Accesspoint Corporation in Nevada in
1995.

         Until February 2005 the Company's business consisted of processing
electronic and credit card payments. In accordance with an agreement dated
January 1, 2005 that took effect as of February 28, 2005, the Company sold its
Merchant Portfolio, its remaining source of income, to Merchants Billing
Services, Inc. for $1,563,584, the amount owed to Merchants Billing Services,
Inc. and Ameropa, Inc.

         Mr. Barber is the principal owner of Merchants Billing Services, Inc.
and Ameropa, Inc. ("Ameropa"). Ameropa is a Bahamas corporation. Ameropa owned
two Bermuda corporations, Internet Online Services, Inc. ("IOS") and Network
Integrated Systems, Ltd. ("NIS"). Mr. Barber and two colleagues agreed to
provide funding to Accesspoint. Although IOS and Ameropa advanced funds from
time to time. The amount owed Merchants Billing Services, Inc. and Ameropa at
December 31, 2004 was $1,563,584.

         During the year additional books of business had been sold in order to
raise funds to pay off debt.

         The financial statements at December 31, 2004 reflect the
discontinuance of the operations of the company as of February 2005.

         As of February 28, 2005 the Company has no operating business. The
Company does not intend to develop its own operating business but instead will
seek to effect a merger (a "Merger") with a corporation, which owns an operating
business and wishes to undertake a Merger for its own corporate purposes (a
"Merger Target"), generally related to achieving liquidity for its stockholders.
The primary activity of the Company now involves seeking a Merger Target. The
Company has not yet selected or entered into any substantive discussions with
any potential Merger Target and does not intend to limit potential candidates to
any particular field or industry, but does retain the right to limit candidates,
if it so chooses, to a particular field or industry. The Company may effect a
Merger with a Merger Target which may be financially unstable or in its early
stages of development or growth.

         The statement of operations has been prepared as though all operations
had been discontinued as of December 31, 2004

         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, licensing of its software
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
Accesspoint Corporation, and its wholly owned subsidiaries Processing Source
International, Inc. (PSI) and Black Sun Graphics, Inc. (BSG), collectively
referred to within as the Company. All material intercompany accounts,
transactions and profits have been eliminated in consolidation.



                                       17

<PAGE>

                             ACCESSPOINT CORPORATION
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003

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


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

         Contingencies
         -------------

         Certain conditions may exist as of the date the financial statements
are issued, which may result in a loss to the Company but which will only be
resolved when one or more future events occur or fail to occur. The Company's
management and legal counsel assess such contingent liabilities, and such
assessment inherently involves an exercise of judgment. In assessing loss
contingencies related to legal proceedings that are pending against the Company
or unasserted claims that may result in such proceedings, the Company's legal
counsel evaluates the perceived merits of any legal proceedings or unasserted
claims as well as the perceived merits of the amount of relief sought or
expected to be sought.

         If the assessment of a contingency indicates that it is probable that a
material loss has been incurred and the amount of the liability can be
estimated, then the estimated liability would be accrued in the Company's
financial statements. If the assessment indicates that a potential material loss
contingency is not probable but is reasonably possible, or is probable but
cannot be estimated, then the nature of the contingent liability, together with
an estimate of the range of possible loss if determinable and material would be
disclosed.

         Loss contingencies considered to be remote by management are generally
not disclosed unless they involve guarantees, in which case the guarantee would
be disclosed.

         Reserve for Merchant Credit Losses
         ----------------------------------

         The Company establishes reserves for merchant credit losses, which
arise as a result of, among other things, cardholder dissatisfaction with
merchandise quality or merchant services. Such disputes may not be resolved in
the merchant's favor. In these cases, the transaction is "charged back" to the
merchant and the purchase is refunded to the customer by the merchant. If the
merchant is unable to grant a refund, the Company or, under limited
circumstances, the Company and the processing bank, must bear the credit risk
for the full amount of the transaction. The Company estimates its potential loss
for chargebacks based primarily on historical experience. Obtaining collateral
from merchants considered higher risk often mitigates the risk of loss. At
December 31, 2004 and December 31, 2003, the Company had aggregate collateral
classified as merchant loss reserves of $2,778.



                                       18

<PAGE>

                             ACCESSPOINT CORPORATION
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003

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

         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 not made any allowance for doubtful accounts at
December 31, 2004 for trade receivables as all were collected in 2005. The
Company had a reserve of $80,000 at December 31, 2003 that was utilized during
2004.

         Fixed Assets
         ------------

         Property and equipment are stated at cost less accumulated
depreciation. Expenditures for major additions and improvements are capitalized,
and minor replacements, maintenance and repairs are charged to expense as
incurred. 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

         The Company disposed of all of its fixed assets as of December 31,
2004.

         Leasehold Improvements
         ----------------------

         Amortization of leasehold improvements is computed using the
straight-line method over the shorter of the remaining lease term or the
estimated useful lives of the improvements. All leasehold improvements have been
fully amortized as of December 31, 2004 and are no longer being utilized.

         Capital Leases
         --------------

         Assets held under capital leases are recorded at the lower of the net
present value of the minimum lease payments or the fair value of the leased
asset at the inception of the lease. Depreciation is computed using the
straight-line method over the shorter of the estimated useful lives of the
assets or the period of the related lease.

         The Company is no longer utilizing the related capitalized assets.

         Concentration of Credit Risk
         ----------------------------

         Concentration of credit risk with respect to trade accounts receivable
is not diversified. As of December 31, 2004 100% of the trade receivables are
from Chase Merchant Services, LLC. Since the Company has gone out of the credit
card processing business such concentration of risk is no longer a factor.



                                       19

<PAGE>

                             ACCESSPOINT CORPORATION
                     NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003

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

         Advertising
         -----------

         Advertising costs are expensed in the year incurred.

         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.

         Accounting Pronouncements
         -------------------------

         In December 2004 the FASB issued revised SFAS No. 123R, "Share-Based
Payment". SFAS No. 123R sets accounting requirements for "share-based"
compensation to employees and requires companies to recognize in the income
statement the grant-date fair value of stock options and other equity-based
compensation. SFAS No. 123R is effective in interim or annual periods beginning
after june 15, 2005. The Company will be required to adopt SFAS No. 123R in its
third quarter of fiscal 2005 and currently discloses the effect on net (loss)
income and (loss) earnings per share of the fair value recognition provisions of
SFAS No. 123, "Accounting for Stock-Based Compensation". The Company is
currently evaluating the impact of the adoption of SFAS 123R on its financial
position and results of operations, including the valuation methods and support
for the assumptions that underlie the valuation of the awards.

NOTE C - STOCK AND STOCK WARRANTS
         ------------------------

         The Company has two classes of capital stock: Preferred Stock and
Common Stock. Holders of common stock are entitled to one vote for each share
held. Preferred stock holders are not entitled to voting privileges and are
convertible into Common Stock under certain circumstances on a share-for-share
basis.

         At December 31, 2004, the Company has 25,000,000 common shares
authorized and 18,971,230 shares issued and outstanding. The Company had
5,000,000 preferred shares authorized and 543,100 shares issued and
outstanding.

         In addition, our Company had outstanding at December 31, 2004, warrants
convertible into common shares at various prices ranging from $0.34 to $7.50,
with expirations dates through November 2006.

                                 Weighted Average               Weighted Average
       Exercise Price Range           Amount  Contractual Life    Exercise Price
       --------------------        -----------------------        --------------
       $0.01 - $0.34                   80,000   21 months              $0.34
       $0.71 - $0.81                  312,223   46 months              $0.78
       $5.25 - $6.00                   90,000   23 months              $5.96

         Reconciliation of stock warrants from December 31, 2003 to December 31,
2004 is as follows:

Balance at December 31, 2002       482,223
Warrants expired or exercised            0
Warrants issued                          0
Balance at December 31, 2003       482,223
Warrants expired or exercised            0
Warrants issued                          0
Balance at December 31, 2004       482,223

NOTE D - LOSS PER SHARE
         --------------

         In February 1997, the Financial Accounting Standards Board (FASB)
issued SFAS No. 128" Earnings Per Share" which requires the Company to present
basic and diluted net earnings, for all periods presented. The computation of
loss per common share (basic and diluted)is based on the weighted average number
of common shares outstanding during the period. The Company has no common stock
equivalents, which would dilute earnings per share.

                                       20

<PAGE>

                           ACCESSPOINT CORPORATION
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003

NOTE E - FIXED ASSETS
         ------------

         During the year ended December 31, 2004 the Company disposed of all of
its fixed assets that were old and obsolete:

                                                     December 31,   December 31,
                                                         2004           2003
                                                      ----------     ----------
             Office equipment                         $       0      $     740
             Computer hardware and software                   0        816,099
             Leasehold improvements                           0          2,064
                                                      ----------     ----------
                                                              0        818,903
             Accumulated depreciation and disposal            0      (727,804)
                                                      ----------     ----------
             Total                                    $       0      $  91,099
                                                      ==========     ==========

         For the years ended December 31, 2004 and 2003, our Company recorded
depreciation of $50,844 and $271,957, respectively.

NOTE F - INCOME TAXES
         ------------

         The components of the deferred tax assets are as follows:

                                                   December 31,    December 31,
                                                       2004            2003
                                                  --------------  --------------
         Deferred tax assets:
             Net operating loss carry-forwards    $  4,663,000    $   6,249,000
             Valuation allowance                  $ (4,663,000)   $  (6,249,000)
                                                  --------------  --------------

         Net deferred tax assets                  $          --   $          --
                                                  ==============  ==============

         The Company had available approximately $11,706,000 of unused Federal
and state net operating loss carry-forwards at December 31, 2004. that may be
applied against future taxable income. These net operating loss carry-forwards
begin to expire for Federal purposes in 2017. There is no assurance that the
Company will realize the benefit of the net operating loss carry-forwards.

         SFAS No. 109 requires a valuation allowance to be recorded when it is
more likely than not that some or all of the deferred tax assets will not be
realized. At December 31, 2004 and 2003, valuations for the full amount of the
net deferred tax asset were established due to the uncertainties as to the
amount of the taxable income that would be generated in future years.

         Reconciliation of the differences between the statutory tax rate and
the effective income tax rate is as follows:

                                                   December 31,    December 31,
                                                       2004            2003
                                                  -------------   -------------
         Statutory federal tax (benefit) rate          (34.0)%         (34.0)%
         Statutory state tax (benefit) rate            (5.83)%         (5.83)%
                                                  -------------   -------------
         Effective tax rate                           (39.83)%        (39.83)%
         Valuation allowance                           39.83 %         39.83 %
                                                  -------------   -------------
         Effective income tax rate                      0.00 %          0.00 %
                                                  =============   =============

                                       21

<PAGE>

                             ACCESSPOINT CORPORATION
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003

NOTE G - LITIGATION AND CONTINGENCIES
         ----------------------------

         The Company is subject to various claims and legal proceedings covering
a wide range of matters that arise in the ordinary course of its business
activities. Listed below are only those matters considered to be material to the
Company by management and its counsel.

         CITICORP - During 2001 the Company vacated office facilities it had
leased under an operating lease agreement in Chicago, Illinois. The lessor
subsequently filed suit against the Company for the remaining amount of unpaid
rent and other various expenses. A judgment was filed against the Company in the
amount of $95,000. As of December 31, 2004 the Company has accrued for the
liability in full on its Balance Sheet. No payments have been made.

         BENTLEY PROMISSORY NOTES - Various family trusts related to James W.
Bentley, a former Director of the Company, have filed three related actions
seeking to collect in excess of $500,000 in promissory notes allegedly due.
These cases have been consolidated with the case of Bentley v. Barber, et al
(see below) and have been settled as of August 30, 2004.

         MERCHANTSWAREHOUSE.COM - This is a claim against PSI for breach of an
independent sales agent agreement. The claim is disputed. The matter was
submitted to arbitration and was heard by the arbitrator. The arbitrator made an
interim award of $296,720 and denied the Company's counterclaim. The Company is
directed to pay the agent residuals according to the terms of the Company's
agreement with the agent. The Company has made all payments to the agent since
the date of the award. On November 7, 2003, Merchantswarehouse.com obtained a
judgment consistent with the arbitrator's award. The Company is presently
assessing the advisability of an appeal. The amount of the award has been
accrued.

         CIT COMMUNICATIONS CO. ("CIT") - CIT, an equipment lessor, claims that
we defaulted on an equipment lease. A request for entry of default was submitted
on July 8, 2004. It is expected that a default judgment against the Company will
be entered soon. The total amount of any potential judgment for the value of the
equipment has been accrued.

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

         GLOBAL ATTORNEYS NETWORK CO. - This is an action filed on behalf of an
equipment lessor on a defaulted lease. In April 2003 the matter was settled for
$16,900. This amount has been accrued. No payments have been made.

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

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

                                       22
<PAGE>


                             ACCESSPOINT CORPORATION
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003

NOTE G - LITIGATION AND CONTINGENCIES (CONTINUED)


         BENTLEY V. WILLIAM R. BARBER, ET AL. - On March 22, 2002, James Bentley
("Plaintiff"), a shareholder of the Company, filed a shareholder derivative
lawsuit against the Company and several individual defendants. The parties have
settled this lawsuit as of August 30, 2004. The settlement amount reached is for
$750,000, discountable to $500,000 if the Company pays Bentleys in strict
accordance to the following schedule: $250,000 paid from the Chase Merchant
Services deposit and $5,000 monthly, beginning August 30, 2004 thru November 30,
2005 with a balloon payment of $170,000 due on December 30, 2005. The terms of
the settlement include the dismissal of all lawsuits related to the Bentleys,
recognition of the $500,000 in promissory notes payable to Bentleys previously
converted in the June 26, 2002 settlement agreement (included in the $750,000
settlement amount), and in consideration for the forgiveness of the NIS line of
credit due to Ameropa, the Bentleys agree to release any and all security,
restrictions and limitations on their stock and cause the issuance of 52% of the
Company's stock to Barber or his designate. Subsequent to year end, the Company
is no longer current on these payments.

         ROYCAP - As of September 30, 2003 the Company was in default on its
loan agreement with Roycap for repayment of a $450,000 loan, plus accrued
interest, which was due on October 16, 2001. In June 2002, Roycap filed a formal
suit on its claim. In the second quarter of 2002, the Company entered into a
settlement agreement wherein it stipulated to entry of a $730,000 judgment.
Subsequently, in March 2004, Roycap agreed to accept a lump sum payment of
$250,000 and a promissory note for $50,000, payable in installments of $2,000
per month. The lump sum was paid, but the note is in default.

         MOCERI LEASING CO. - This is an action by an equipment lessor on a
defaulted lease. In August 2003 the Company entered into a structured settlement
agreement for a total payout of $30,000 payable in 20 installments through April
of 2005. The Company is no longer current on these payments.

         BAS MULDER - This is a lawsuit filed by the former owner and employee
of Black Sun Graphics, Inc. ("BSG"), claiming damages in excess of $430,000
related to the purchase of BSG by the Company. During 2003 the Company entered
into a structured settlement agreement calling for payments totaling $45,000
payable over 20 months and was making payments until October 2004. The amount
owed as of December 31, 2004 is included in accrued liabilities.

         AMERICAN CAPITAL GROUP - This is an action by an equipment lessor on a
defaulted lease. A judgment was filed against the Company on December 28, 2004
in the amount of $73,578, which is included in accrued liabilities at December
31, 2004. No payments have been made.

NOTE H - RELATED PARTY TRANSACTIONS
         --------------------------

         The Company has entered into a number of relationships that fit the
definition provided by Statement of Financial Accounting Standards No. 57,
"Related Party Disclosures". An entity that can control or significantly
influence the management or operating policies of another entity to the extent
one of the entities may be prevented from pursuing its own interests. As of
December 31, 2004, the following related party relationships existed between the
Company, its shareholders, officers and directors:

         MBS, majority owned by William R. Barber (previously an officer and
director of the Company) has been an agent of the Company and sells the
Company's products and services through its own network of subagents and sales
personnel.

         During the year ended December 31, 2004, the Company settled
outstanding IRS claims against the Company and its prior subsidiary Processing
Source International in the amount of approximately $1,311,000. The funds
necessary to settle the claims were obtained in April when the Company concluded
a funding agreement with MBS that called for the sale and exchange of certain
e-commerce accounts in exchange for $382,118. The agreement for the sale of
e-commerce accounts for $382,118 allowed the Company to repurchase the assets
with stock equal in value to the purchase price at the Company's discretion
within the first twelve months. The sale had been recorded as a financing
obligation at the time of the sale. Because the Company has no intention of
repurchase the Company has recorded it as a sale as of December 31, 2004.

         During the year ended December 31, 2004, the Company sold miscellaneous
merchant accounts to MBS in exchange for $15,133. The sale agreement allowed the
Company to repurchase the assets at a 20% price premium. The sale had been
recorded as a financing obligation on the financial statements at the time of
the sale. Because the Company has no intention of repurchase the Company has
recorded it as a sale as of December 31, 2004.

         The company has entered into several merchant portfolio sales
agreements with unrelated third parties for a total sales price of $305,000, in
which MBS is the seller acting as the legal agent for the Company. These
agreements allowed the buyers to sell back the portfolios for a price equal to
the sales price less all prior residual payments received from the portfolios
for up to twelve months after the purchase date. Additionally, any increase in
the volume and residual growth of the portfolios would serve as cause for price
negotiations above the original sales price. The sale had been recorded as a
financing obligation on the financial statements at the time of the sale.
Because the Company has no intention of repurchase the Company has recorded it
as a sale as of December 31, 2004.

         As of April 1, 2004 the Company completed an agreement with 2C
Processor USA, LLC (2CP) to manage its business for the period April 1, 2004
through April 1, 2005 at a fee of $65,000 per month. This agreement has been
rescinded as of February 1, 2005


                                       23

<PAGE>

                             ACCESSPOINT CORPORATION
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003

NOTE I - GOING CONCERN
         -------------

         The accompanying financial statements, which have been prepared in
conformity with Accounting principals generally accepted in the United States of
America, contemplates the continuation of the Company as a going concern.

         The Company sold off and discontinued its business in February 2005 and
became a shell company with no operations and limited financial and other
resources. Such matters raise substantial doubt about the Company's ability to
continue as a going concern.

         Management's plans with respect to these conditions are to search for
operating opportunities through business combinations or mergers. In the
interim, the Company will require minimal overhead, and key administrative and
management functions will be provided by stockholders. Accordingly, the
accompanying financial statements have been presented under the assumption that
the Company will continue as a going concern.


NOTE J - COMMITMENTS
         -----------

         In October 2002, the Company entered into a Master Support Services
Agreement ("Agreement") with Merchants Billing Services ("MBS"). This Agreement
called for the payment of $180,000 per month for salaries, office space &
utilities, travel & entertainment, telecommunications, professional services and
a management fee, with a quarterly adjustment of the payment based on actual
expenses for the preceding three months activity. The Agreement is for an
initial period of one year. In March 2003, the Company received notification of
MBS's intention to terminate the agreement effective June 30, 2003. The
termination was subsequently amended to maintain MBS as the management over the
Merchant Portfolio only, effective June 1, 2003. As of October 1, 2003, with the
reduction in overhead costs, the Company amended the Agreement to reflect
reimbursement at actual cost only. The disinterested members of the Board have
accepted these amendments. There are no future minimum payments under the
amended Agreement and the management fee has been discontinued. The Company paid
MBS $55,000 and $55,000 for the years ended December 31, 2004 and 2003,
respectively.

         Associated with the original Agreement was the assignment of that
certain Agreement of Sublease ("Sublease") dated as of August 2002 between
Veridian and the Company. Veridian and the landlord Carlsberg Properties, Inc
agreed upon the assignment of the Sublease.

         Capital Leases - The Company leased certain machinery and equipment
under agreements that were classified as capital leases. The cost of equipment
under capital leases is included in the Balance Sheets as fixed assets at
December 31, 2003; see Note E regarding related amounts. These assets have been
disposed of as of December 31, 2004 but the Company has accrued liabilities
related to these leases of $500,074 at December 31, 2004.

         Operating lease expense for the years ended December 31, 2004 and 2003
was $79,382 and $117,157, respectively.

NOTE K - DEFERRED FINANCING COSTS
         ------------------------

         In December 2001, the Company, in accordance with APB 21 and SAB 79 the
Company recorded a deferred financing cost asset of $6,326,381. This amount is
based on the number of shares that three shareholders directly transferred to
Net Integrated Systems, Inc. ("NIS") as an inducement for NIS to enter into the
Revolving Line of Credit Agreement. In October 2002, the Revolving Line of
Credit Agreement and related Management Agreement with NIS, was terminated. This
resulted in the Company recording a write down on the deferred financing cost
asset of $3,756,927 in the year ended December 31, 2002.

         The Company wrote off the remaining deferred financing cost since the
line of credit associated with it has been extinguished. For the year ended
December 31, 2004 and 2003 the Company recorded amortization expense of $752,863
and $513,891, respectively.



                                       24

<PAGE>

                             ACCESSPOINT CORPORATION
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003


Note L - DEBT
         -----

         At December 31, 2004 and 2003, the Company had notes payable
outstanding in the aggregate amount of $165,000 and $415,000, respectively.
Payable as follows:

                                                            2004       2003
                                                            ----       ----

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

Note payable to a corporation $250,000 payable
On execution of the settlement agreement (March,
2004)and $50,000 due in monthly installments
beginning April 1, 2004                                       50,000     300,000
                                                           ---------   ---------
                                                          $  165,000  $ 415,000

             Current portion                              $  165,000  $ 415,000



Note M - EMPLOYEE STOCK OPTIONS AND BENEFIT PLANS
         -----------------------------------------

         In March 1999, our Company's stockholders approved the Accesspoint
Corporation 1999 Stock Incentive Plan ("the Plan"), which superseded and
incorporated, in all respects, the Accesspoint Corporation 1997 Stock Option
Plan. Under the Plan, incentive or non-statutory stock options may be granted to
employees, directors, and consultants. The options, option prices, vesting
provisions, dates of grant and number of shares granted under the plans are
determined primarily by the Board of Directors or the committee authorized by
the Board of Directors to administer such plans. The Plan also permits payment
in shares of our Company's common stock for options to be exercised. The maximum
number of shares of our Company's common stock available for issuance under the
Plan is six million (6,000,000) shares. Proceeds received by our Company from
exercise of stock options are credited to common stock and additional-paid-in
capital. Additional information with respect to the Plan's stock option activity
is as follows:

                                           Number of    Weighted Average
                                            Shares        Exercise Price
                                            ------        --------------
Outstanding at December 31, 2002            1,776,445        $.35
Granted                                             0           0
Exercised                                           0           0
Cancelled                                           0           0
Outstanding at December 31, 2003            1,776,445        $.35
Exercised                                           0           0
Cancelled                                           0           0
Outstanding at December 31, 2004            1,776,445        $.35


           Stock options exercisable at December 31, 2004:

           Range of            Number of            Weighted
           Exercise            Shares               Average
           Prices              Exercisable          Exercise Price
           ------              -----------          --------------
           $0.32-0.37          1,776,445            $    .35

         Our Company has elected to follow APB Opinion No. 25 (Accounting for
Stock Issued to Employees) in accounting for its employee stock options.
Accordingly, no compensation expense is recognized in our Company's financial
statements because the exercise price of our Company's employee stock options
equals or exceeds the market price of our Company's common stock on the date of
grant. If under Financial Accounting Standards Board Statement No. 123
(accounting for Stock Based Compensation) our Company determined compensation
costs based on the fair value at the grant date for its stock options, net
earnings and earnings per share would not have been reduced to any pro forma
amounts.

                                       25



<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANT ON ACCOUNTING AND FINANCIAL
DISCLOSURES

None
                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

A. DIRECTORS AND EXECUTIVE OFFICERS

         The following table and text sets forth the names and ages of all
directors and executive officers of our Company and the key management personnel
as of December 31, 2004. The Board of Directors of our Company is comprised of
only one class. All of the directors will serve until the next annual meeting of
stockholders, until their successors are elected and qualified, or until their
earlier death, retirement, resignation or removal. Executive officers serve at
the discretion of the Board of Directors, and are appointed to serve until the
first Board of Directors meeting following the annual meeting of stockholders.
Except as otherwise noted, there are no family relationships among directors and
executive officers. Also provided is a brief description of the business
experience of each director and executive officer and the key management
personnel during the past five years and an indication of directorships held by
each director in other companies subject to the reporting requirements under the
Federal securities laws.

                         DIRECTORS & EXECUTIVE OFFICERS

          NAME             AGE          POSITION
          ----             ---          --------
    Michael Savage         85           CEO, President, Director
    Joseph Byers           79           Director




                                       26



<PAGE>

         Mr. Michael Savage joined the Board in January 2003. Mr. Savage has
been the founder of more than 15 successful companies, including Capital Reserve
Corporation of Los Angeles. He has extensive business experience in equipment
leasing, technology and the development of new marketplaces. Mr. Savage is
expected to focus his energies on the acquisition of a new business. Mr. Savage
is not a shareholder of Accesspoint.

         Mr. Joe Byers, Member of the Audit Committee, Member of the
Compensation Committee. Mr. Byers joined the Board in January 2002. Mr. Byers
has more than 40 years experience in the banking business and was most recently
Senior Vice President of First National Bank based in Los Angeles. Mr. Byers Has
focused his time and attention on developing additional processing platforms and
financial relationships, but will now focus on acquisition of a new business.
Mr. Byers is not a shareholder of Accesspoint.

B. COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

         Section 16(a) of the Securities Exchange Act of 1934 requires our
directors and executive officers and persons who own more than ten percent of a
registered class of our equity securities, to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of common stock and other equity securities of Accesspoint. Officers,
directors and greater than ten percent stockholders are required by SEC
regulations to furnish us with copies of Section 16(a) forms they file.

         To our knowledge, based solely on review of the copies of such reports
furnished to us, we believe that, during the year ended December 31, 2004, all
of our officers, directors and greater-than-ten percent stockholders complied
with all Section 16(a) filing requirements.

ITEM 10. EXECUTIVE COMPENSATION

         The following table sets forth information regarding compensation
earned for our Company's fiscal year ended December 31, 2004, by our Chief
Executive Officer and other covered persons:

                           SUMMARY COMPENSATION TABLE

                                                              Restricted
Name and Principal                Salary     Bonus    Other     Stock
    Position           Year         ($)       ($)      ($)    Award(s)($)
    --------           ----       ------     -----    -----   -----------

  Mike Savage          2004       $    0     $ 0      $ 0        $ 0
                       2003       $    0     $ 0      $ 0        $ 0



A. INDIVIDUAL EXECUTIVE COMPENSATION

         There were no options granted to the Named Executive Officers during
the year 2004.

         There were no options exercised by the Named Executive Officers during
2004:

         There were no awards made to the Named Executive Officers by us of
stock options under any Long-Term Incentive Plan during the year 2004.

                                       27



<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information as of December 31,
2004 with respect to (i) the beneficial ownership of our Common Stock by each
beneficial owner of more than 5% of the outstanding shares of our Common Stock
of our Company, each director, each executive officer and all executive officers
and directors as a group, (ii) the number of shares of Common Stock owned by
each such person and group and (iii) the percent of our Common Stock so owned.
Share ownership is based upon 18,971,230 shares of common stock issued and
outstanding on December 31, 2004.

<TABLE>
<CAPTION>
 Name of Beneficial Owner               Address                 Shares held       Percentage
--------------------------- --------------------------------- ----------------- ---------------
<S>                         <C>                                      <C>                   <C>
Tom Djokovich               23332 Vista Carillo Laguna               3,605,257             19%
                            Niguel, Ca 92677

Access Holdings LP          26482 Valpariso, Mission Viejo,          1,905,037             10%
(2)                         Ca. 92677

Joseph Byers, Director      (1)                                              -

Michael Savage, Director CEO  (1)                                            -

All Directors and
Executive officers as a
group (4 persons)                                                            -
</TABLE>
--------------
* less than 1%

1. The address 3030 S Valley View Blvd., Ste 190 Las Vegas, NV 89102

2. Benefiting James W. Bentley and Mary Ann Bentley and family.

         A. OUTSTANDING OPTIONS AND WARRANTS

         As of December 31, 2004, we had granted a total of 3,629,000 options
under our 1999 Plan, of which 2,578,106 are outstanding as of December 31, 2004.
Of the options outstanding, 1,776,445 qualified options were issued to employees
to purchase shares of our Common Stock under our 1999 Plan. In addition to the
options granted to employees, we had issued 792,286 qualified options, 9,375
non-qualified options and 482,223 warrants to consultants and non-employee
Directors.

         B. COMPENSATION OF DIRECTORS

         We pay no compensation to our Directors.


                                       28


<PAGE>

         C. DESCRIPTION OF SECURITIES

         Our authorized capital stock as of December 31, 2004 consists of
55,000,000 shares divided into 50,000,000 shares of Common Stock, par value
$0.001 per share and 5,000,000 shares of Preferred Stock, par value $0.001 per
share. There were 18,971,230 Common Shares issued and outstanding as of December
31, 2004. There were 1,055,600 shares of Preferred Stock issued and outstanding
as of December 31, 2004.

         Common Stock has equal voting rights and, when validly issued and
outstanding are entitled to one vote per share in all matters to be voted upon
by shareholders. The shares of Common Stock have no preemptive, subscription,
conversion or redemption rights and may be issued only as fully-paid and
non-assessable shares. Cumulative voting in the election of directors is not
permitted, which means that the holders of a majority of the issued and
outstanding shares of Common Stock represented at any meeting at which a quorum
is present will be able to elect the entire Board of Directors if they so choose
and, in such event, the holders of the remaining shares of Common Stock will not
be able to elect any directors. In the event of liquidation of our Company, each
shareholder is entitled to receive a proportionate share of our assets available
for distribution to shareholders after the payment of liabilities and after
distribution in full of preferential amounts, if any. All shares of our Common
Stock issued and outstanding are fully-paid and non-assessable. Holders of the
Common Stock are entitled to share pro rata in dividends and distributions with
respect to the Common Stock, as may be declared by the Board of Directors out of
funds legally available therefore.

         D. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Except for acts or omissions which involve intentional misconduct,
fraud or known violation of law or for the payment of dividends in violation of
Nevada Revised Statutes, there shall be no personal liability for our directors
or officers to Accesspoint or its stockholders for damages for breach of
fiduciary duty as a director or officer. We may indemnify any person for
expenses incurred, including attorneys fees, in connection with their good faith
acts if they reasonably believe such acts are in and not opposed to the best
interests of us and for acts for which the person had no reason to believe his
or her conduct was unlawful. We may indemnify the officers and directors for
expenses incurred in defending a civil or criminal action, suit or proceeding as
they are incurred in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount of such expenses if it is ultimately determined by a
court of competent jurisdiction in which the action or suit is brought that such
person is not fairly and reasonably entitled to indemnification for such
expenses which the court deems proper.

         a) Statutes Regarding Indemnification of Directors, Officers, Employees
and Agents

         So far as permitted by the Nevada Business Corporation Act, we may
indemnify our directors and officers against expenses and liabilities they incur
to defend, settle or satisfy any civil or criminal action brought against them
on account of their being or having been Company directors or officers unless,
in any such action, they are adjudged to have acted with gross negligence or to
have engaged in willful misconduct.

         Section 78.751(1) of the Nevada Revised Statutes ("NRS") authorizes a
Nevada corporation to indemnify any director, officer, employee, or corporate
agent "who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or in the right
of the corporation" due to his or her corporate role. Section 78.751(1) extends
this protection "against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful."

                                       29



<PAGE>

         Section 78.751(2) of the NRS also authorizes indemnification of the
reasonable defense or settlement expenses of a corporate director, officer,
employee or agent who is sued, or is threatened with a suit, by or in the right
of the corporation. The party must have been acting in good faith and with the
reasonable belief that his of her actions were not opposed to the corporation's
best interests. Unless the court rules that the party is reasonable entitled to
indemnification, the party seeking indemnification must not have been found
liable to the corporation.

         To the extent that a corporate director, officer, employee, or agent is
successful on the merits or otherwise in defending any action or proceeding
referred to in Section 78.751(1) or 78.751(2), Section 78.751(3) of the NRS
requires that he or she be indemnified "against expenses, including attorneys'
fees, actually and reasonably incurred by him in connection with the defense."

         Section 78.751(4) of the NRS limits indemnification under Section
78.751(1) and 78.751(2) to situations in which either (i) the stockholders; (ii)
the majority of a disinterested quorum of directors; or (iii) independent legal
counsel determine that indemnification is proper under the circumstances.

         Pursuant to Section 78.175(5) of the NRS, the corporation may advance
an officer's or director's expenses incurred in defending any action or
proceeding upon receipt of an undertaking. Section 78.751(6)(a) provides that
the rights to indemnification and advancement of expenses shall not be deemed
exclusive of any other rights under any bylaw, agreement, stockholder vote or
vote of disinterested directors. Section 78.751(6)(b) extends the rights to
indemnification and advancement of expenses to former directors, officers,
employees and agents, as well as their heirs, executors, and administrators.

         Regardless of whether a director, officer, employee or agent has the
right to indemnity, Section 78.752 allows the corporation to purchase and
maintain insurance on his or her behalf against liability resulting from his or
her corporate role.

         Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to officers, directors or persons controlling Accesspoint
pursuant to the foregoing, we have been informed that in the opinion of the U.S.
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is therefore unenforceable.

         E. ARTICLES OF INCORPORATION

         Article Twelve of the Articles of Incorporation provides that "No
director or officer of the Corporation shall be personally liable to the
Corporation or any of its stockholders for damages for breach of fiduciary duty
as a director or officer involving any act or omission of any such director or
officer; provided however, that the foregoing provision shall not eliminate or
limit the liability or a director or officer (I) for acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law, or (ii) the
payment of dividends in violation of Section 78.300 of the Nevada Revised
Statues. Any repeal or modification of this Article by the stockholders of the
Corporation shall be prospective only and shall not adversely affect any
limitation on the personal liability of a director or officer of the Corporation
for acts of omissions prior to such repeal or modification."

                                       30



<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         We have entered into a number of relationships that fit the definition
provided by Statement of Financial Accounting Standards No. 57, "Related Party
    Disclosures". An entity that can control or significantly influence the
management or operating policies of another entity to the extent one of the
entities may be prevented from pursuing its own interests.

         Mr. William R. Barber, (who is no longer an officer or director),
was appointed as an officer and director in November 2002. The transactions
      described below occurred both before and after Mr. Barber commenced
to serve as an officer and director.

         Mr. Barber is the principal owner of Ameropa, Inc. ("Ameropa"), a
Bahamas corporation. Ameropa owned two Bermuda corporations, Internet Online
Services, Inc. ("IOS") and Network Integrated Systems, Ltd. ("NIS"). Mr. Barber
  and two colleagues agreed to provide funding to Accesspoint. Although IOS and
Ameropa advanced funds from time to time, Mr. Barber and his colleagues decided
to consolidate the funding agreements in NIS. Accordingly we entered into a
written Secured Loan Agreement and associated Revolving Line of Credit Secured
Promissory Note (together "Line of Credit") with NIS on December 14, 2001.
Concurrently, on December 14, 2001, we also entered into a written Management
Agreement with NIS. Under the Line of Credit NIS agreed to advance to us from
time to time as we requested advances not to exceed $5,000,000. All outstanding
balances would bear interest at six percent (6%) per annum. NIS has the right to
call the loan at any time. The Line of Credit is secured by a blanket security
interest in all of our assets. Under the Line of Credit, we have granted to NIS
certain powers of attorney for the protection and perfection of NIS's security
interest in the collateral. Notwithstanding the rights that we granted to NIS,
NIS may demand payment from us and have access to our collateral only after NIS
has exhausted other sources of repayment. In connection with the Line of Credit,
three of our shareholders, Tom M. Djokovich, Access Holdings Limited
Partnership, and Alfred Urcuyo (together "Option Shareholders"), granted to NIS
an option to purchase a total of 7,131,688 shares of our common stock at $2.00
per share. If NIS elects to exercise its option, then the Option Shareholders
have the right whether to contribute the option proceeds to us for repayment of
the Line of Credit. If the Option Shareholders elect to contribute the proceeds
to us, then NIS may not have recourse to our assets as a source of repayment.
However, if we do not receive such option proceeds, then NIS may proceed against
the collateral. Further, after 18 months, the Option Shareholders have the right
to "call" the options. If NIS exercises the options, then the Option
Shareholders are obligated to contribute the proceeds to us for repayment of the
Line of Credit. If NIS refuses to exercise the options, then the options expire
and NIS would have recourse to our assets for repayment of the Line of Credit.

                                       31



<PAGE>

         We also entered into a Management Agreement, dated December 14, 2001,
with NIS. We appointed NIS as our general manager, with the duty and authority
(subject to the approval of our board of directors) to manage the day-to-day
operations of the business, including our financial affairs. Under this
Management Agreement, we are obligated to pay NIS $10,000 per month, but this
"fee shall accrue and only be payable to the extent the Company shall have
current operating profits reasonably sufficient to pay such fee." In addition,
if we terminate the Management Agreement without cause, then we are obligated to
pay NIS all amounts then owing, plus the sum of $1.0 million. However, we also
have the right to terminate the Management Agreement for cause. The term "cause"
includes the "filing of a voluntary or involuntary application for or
appointment of a receiver" for NIS. Mr. Barber owns 50% of Net Integrated
Systems ("NIS") and serves as one of its three directors.

         NIS appointed Ameropa as its agent to manage the relationship between
NIS and us under the terms of the Line of Credit. In February 2002, Ameropa
began to provide cash management services to us by sweeping our operating
accounts on a daily basis and funding the same accounts as items were presented
for payment. Through October 2002 we dealt exclusively with Ameropa for the
funding of the Line of Credit. During the year ended December 31, 2002 there
were more than 300 such transactions, none of a material size, between Ameropa
and our various operating accounts. As of December 31, 2003 and 2002 we were
indebted to NIS under the Line of Credit in the amount of $1,379,277 and
1,260,789, respectively. We have made no payments on this balance. During the
period in which Ameropa managed the relationship between NIS and us, Mr. Barber
did not have an operational role with us and he was not an officer or a member
of the Board of Directors.

         In October 2002, Mr. Barber, as a Director of NIS and 50% owner, placed
NIS into receivership in Bermuda. Thereupon, we terminated the Management
Agreement with NIS. NIS is currently in receivership in Bermuda and we have not
received any indication from the receiver on behalf of NIS, of an intention to
assert a claim against us. However we cannot guarantee that a claim will not be
asserted in the future. On February 4, 2003, the Supreme Court of Bermuda
entered an Order that NIS "be wound up". On the same day, the Supreme Court of
Bermuda entered an Order consenting to the withdrawal by the other two directors
of NIS of a challenge to the appointment of a receiver for NIS.

         In October 2002, we entered into a Master Support Services Agreement
("Services Agreement") with Merchants Billing Services, Inc. ("MBS"). The
Agreement calls for MBS to provide underwriting, administrative support,
customer support and technical support services as well as a source of
financing, liquidity and cash management services to us. MBS is a Nevada
corporation majority owned by Mr. Barber. On November 1, 2002 MBS assumed
responsibility for the payment of all of our employees as well as the assumption
of their related accrued vacation and sick time. On November 1, 2002 MBS
established a series of control accounts for the receipt and management of our
cash. These control accounts are designated "For the Benefit Of" and are
segregated from the operating accounts of MBS. Authority to move and withdraw
funds from these accounts resides exclusively with us.

         In accordance with an agreement dated January 1, 2005 that took effect
as of February 28, 2005, the Company sold its Merchant Portfolio, its only
source of income, to Merchants Billing Services, Inc. for $1,563,584 the amount
owed to Merchants Billing Services, Inc. and Ameropa, Inc.


                                       32



<PAGE>

                                     PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

         A. EXHIBITS

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

         Exhibit No.  Description
         -----------  -----------
            21.0      *List of Subsidiaries
            22.0      *MBS Master Support Services Agreement
            23.0      *MBS Revolving Line of Credit
            24.0      *MSB Secured Loan Agreement
            25.0      *Assignment and Agreement of Sublease
            26.0      *Sublease
            27.0      *Settlement and Mutual Release Agreement

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

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

                      * Previously filed with the Commission

         (b)      Reports on Form 8-K. A Form 8-K was filed December 14, 2004
                  Regarding the resignation of director (Other events)

                                       33



<PAGE>

ITEM 14. CONTROLS AND PROCEDURES

         The Company has disclosure controls and procedures (as defined in Rules
13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended) to
ensure that material information contained in its filings with the Securities
and Exchange Commission is recorded, processed, summarized and reported on a
timely and accurate basis. The Company's principal executive officer and
principal financial officer have reviewed and evaluated the Company's disclosure
controls and procedures within 90 days prior to the filing date of this report.
Based on such evaluation, the Company's principal executive officer and
principal financial officer have concluded that the Company's disclosure
controls and procedures are effective at ensuring that material information is
recorded, processed, summarized and reported on a timely and accurate basis in
the Company's filings with the Securities and Exchange Commission. Since such
evaluation there have not been any significant changes in the Company's internal
controls, or in other factors that could significantly affect these controls.


ITEM 15.  PRINCIPAL FEES AND SERVICES.

         Set forth below are fees paid to the Company's independent accountants
for the past two years for the professional services performed for the Company.

         Audit Fees: During 2004 and 2003 the Company accrued or paid Mendoza
Berger & Company LLP a total of $29,996 and $22,000 for professional services
rendered in connection with performance of our independent audits for the years
ending December 31, 2003 and 2002, respectively.

         All Other Fees: During 2004 and 2003 the Company paid Mendoza Berger &
Company LLP a total of $14,635 and $32,923, respectively, for professional
services rendered in connection with the reviews of Forms 10-QSB's filed
quarterly.

Tax Fees:   The Company paid Mendoza Berger & Co. LLP $0 and $1,800 for tax
            related services for the years ended December 31, 2004 and 2003,
            respectively


                                       34


<PAGE>

                                   SIGNATURES

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

Dated: April 14, 2005                         ACCESSPOINT CORPORATION

                                              By  /S/ MIKE SAVAGE
                                                  ------------------------------
                                              Mike Savage,
                                              Chief Executive Officer, President
                                              And Chief Financial Officer

                                       35



<PAGE>

     Pursuant to the requirements of the Securities Act of 1934, this report has
been signed by the following persons in the capacities and on the dates
indicated:

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


/S/ JOE BYERS               Director                             April 14, 2005
-------------------------
Joe Byers

/S/ MIKE SAVAGE             Director                             April 14, 2005
-------------------------
Mike Savage