UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                -----------------
                                  FORM 10-QSB/A


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

For the quarterly period ended December 31, 2001

OR

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from         to
                               -------    -------


Commission File Number 0-23152

                                 @POS.COM, INC.
                 ----------------------------------------------
        (Exact name of small business issuer as specified in its charter)

              DELAWARE                                    33-0253408
    -------------------------------                   ------------------
    (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                   Identification No.)

                  3051 NORTH FIRST STREET, SAN JOSE, CA 95134
   --------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (408) 468-5400
                     --------------------------------------
                          (Issuer's telephone number)


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


Number of shares of issuer's common stock outstanding as of January 31, 2002:
9,760,682


Transitional Small Business Disclosure Format: Yes  [ ]   No  [X]


                                        1
<PAGE>

                                 @POS.COM, INC.
                                   FORM 10-QSB

                                TABLE OF CONTENTS



PART I.   FINANCIAL INFORMATION


Item 1. Condensed Consolidated Financial Statements

        Condensed Consolidated Balance Sheets as of December 31 and
        June 30, 2001                                                         3

        Condensed Consolidated Statements of Operations for the
        Three Months Ended December 31, 2001 and 2000                         4

        Condensed Consolidated Statements of Operations for the
        Six Months Ended December 31, 2001 and 2000
                                                                              4

        Condensed Consolidated Statements of Cash Flows for the
        Six Months Ended December 31, 2001 and 2000
                                                                              5

        Notes to Condensed Consolidated Financial Statements
                                                                              6

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations
                                                                             13

PART II.  OTHER INFORMATION

Item 2  Changes in Securities and Use of Proceeds.                           21

Item 4  Submission of Matter to a Vote of Security Holders                   21

Item 5  Other Information                                                    22

        Signature                                                            23



                                        2
<PAGE>
<TABLE>
<CAPTION>
PART I:  FINANCIAL INFORMATION
ITEM 1:  CONDENSED FINANCIAL STATEMENTS

                                 @POS.COM, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                           AS OF DECEMBER 31, 2001 AND
                                  JUNE 30, 2001

                                                 December 31, 2001    June 30, 2001
                                                    (Unaudited)         (Audited)
                                                -------------------  ---------------
<S>                                             <C>                  <C>
                       ASSETS

Current assets:
  Cash and cash equivalents                     $        3,472,435   $      897,169
  Accounts receivable (net of allowance
   for bad debts of $35,052 at 12/31/01
   and $36,683 at 6/30/01)                                 298,769          373,911
Other receivables                                           44,960           88,746
Inventories, net                                           442,359          140,160
Prepaid expenses and other current
   assets                                                  369,951          307,195
                                                -------------------  ---------------
          Total current assets                           4,628,474        1,807,181
                                                -------------------  ---------------
Property and equipment                                   1,645,906          993,177
  Less:  Accumulated depreciation                         (778,678)        (698,894)
                                                -------------------  ---------------
Property and equipment, net                                867,228          294,283
Other long-term assets                                      97,235           92,500
                                                -------------------  ---------------
Total assets                                    $        5,592,937   $    2,193,964
                                                ===================  ===============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Accounts payable                              $        1,045,995   $      561,000
  Accrued liabilities                                      381,879          261,515
  Deferred revenues                                        214,671          486,610
  Other current liabilities                                766,085          849,885
  Capital lease obligations, current                       152,921           45,577
                                                -------------------  ---------------
      Total current liabilities                          2,561,551        2,204,587
                                                -------------------  ---------------
Capital lease obligations, non-current                     480,431           27,562
Deferred rent                                               95,119                -

Stockholders' equity:

  Series B convertible preferred stock                         461              460
  Series D convertible preferred stock                           -            1,273
  Common stock                                               9,575            4,578
  Additional paid-in capital                            25,253,883       23,413,543
  Accumulated deficit                                  (22,808,083)     (23,458,039)
                                                -------------------  ---------------
      Total stockholders' equity (deficit)               2,455,836          (38,185)
                                                -------------------  ---------------

Total liabilities and stockholders' equity      $        5,592,937   $    2,193,964
                                                ===================  ===============
</TABLE>

     The accompanying notes are an integral part of these condensed financial
                                   statements.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                 @POS.COM, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED DECEMBER 31, 2001 AND 2000
                                   (UNAUDITED)

                                                                         2001         2000
                                                                     ------------  -----------
<S>                                                                  <C>           <C>
Products and accessories sales                                       $   950,960   $  237,161
Refurbishment revenue                                                  3,121,792            -
Consulting revenue                                                       273,385       34,053
License fees                                                               4,799    1,032,298
Other                                                                    106,215       53,347
                                                                     ------------  -----------
Total revenues                                                         4,457,151    1,356,859

Cost of revenues                                                       2,722,008      364,986
                                                                     ------------  -----------
Gross Profit                                                           1,735,143      991,873
                                                                     ------------  -----------
Operating expenses:
   Selling, general and administrative                                 1,607,461    1,174,308
   Research and development                                               11,775      557,140
                                                                     ------------  -----------
     Total operating expenses                                          2,519,236    1,731,448
                                                                     ------------  -----------
Operating loss                                                          (784,093)    (739,575)

Interest expense and other                                               (44,932)      19,281
Interest income                                                           31,174       16,015
                                                                     ------------  -----------
Loss before income taxes,                                               (797,851)    (704,279)

Provision for income taxes                                                     -            -
                                                                     ------------  -----------
Net (loss)                                                           $  (797,851)  $ (704,279)
                                                                     ============  ===========

Net loss per share:
   Basic                                                             $     (0.09)  $    (0.15)
   Diluted                                                           $     (0.09)  $    (0.15)

Weighted average shares outstanding:
   Basic                                                               8,838,976    4,578,928
   Diluted                                                             8,838,976    4,578,928
</TABLE>

     The accompanying notes are an integral part of these condensed financial
                                   statements.


                                        4
<PAGE>

<TABLE>
<CAPTION>
                                 @POS.COM, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE SIX MONTHS ENDED DECEMBER 31, 2001 AND 2000
                                   (UNAUDITED)

                                                                         2001          2000
                                                                     ------------  ------------
<S>                                                                  <C>           <C>
Products and accessories sales                                       $ 3,680,585   $   476,609
Refurbishment revenue                                                  3,121,792             -
Consulting Revenue                                                       273,385        57,235
License fees                                                              12,660     2,292,335
Other                                                                    169,318        67,112
                                                                     ------------  ------------
Total revenues                                                         7,257,740     2,893,291

Cost of revenues                                                       4,422,962       756,871
                                                                     ------------  ------------
Gross Profit                                                           2,834,778     2,136,420
                                                                     ------------  ------------
Operating expenses:
   Selling, general and administrative                                 2,807,674     2,671,922
   Research and development                                            1,426,682     1,779,635
                                                                     ------------  ------------
     Total operating expenses                                          4,234,356     4,451,557
                                                                     ------------  ------------
Operating loss                                                        (1,399,578)   (2,315,137)

Interest expense and other                                               (43,108)      (65,214)
Interest income                                                           42,114        84,027
                                                                     ------------  ------------
Loss before income taxes, minority interest and extraordinary item    (1,400,572)   (2,296,324)

Provision for income taxes                                                     -             -
Minority interest share in subsidiary loss                                     -       145,545
                                                                     ------------  ------------
Loss before extraordinary item                                        (1,400,572)   (2,150,779)
Extraordinary item- net gain from the
    acquisition of Crossvue, Inc.                                      2,050,528             -
                                                                     ------------  ------------
Net income (loss)                                                    $   649,956   $(2,150,779)
                                                                     ============  ============
(Loss) per share before extraordinary item:
   Basic                                                             $     (0.21)  $     (0.47)
   Diluted                                                           $     (0.21)  $     (0.47)

Income per share from extraordinary item:
   Basic                                                             $      0.30             -
   Diluted                                                           $      0.30             -

Net income (loss) per share:
   Basic                                                             $      0.10   $     (0.47)
   Diluted                                                           $      0.10   $     (0.47)

Weighted average shares outstanding:
   Basic                                                               6,776,782     4,578,670
   Diluted                                                             6,776,782     4,578,670
</TABLE>


     The accompanying notes are an integral part of these condensed financial
                                   statements.


                                        5
<PAGE>
<TABLE>
<CAPTION>
                                 @POS.COM, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE SIX MONTHS ENDED DECEMBER 31, 2001 AND 2000
                                   (UNAUDITED)

                                                          2001          2000
                                                      ------------  ------------
<S>                                                   <C>           <C>
Cash flows from operating activities:
Net operating loss                                    $(1,400,572)  $(2,150,779)
Adjustments to reconcile (operating loss) to net
cash used in operating activities:
    Depreciation and amortization                          79,786        73,084
    Provision for bad debts                                 9,335       (21,769)
    Stock compensation expense                             17,093        10,329
Minority interest share in Crossvue's losses                    -      (145,545)
Net impact of Crossvue deconsolidation                          -      (438,712)
Changes in operating assets and liabilities, net of
acquisition:
 Accounts receivable                                       68,065      (450,678)
 Inventories                                             (302,199)       10,689
 Prepaid expenses and other current assets                 61,931        65,765
 Other long-term assets                                         -       (52,500)
 Accounts payable                                         265,851       478,814
 Accrued liabilities                                       64,107      (159,897)
 Deferred revenues                                       (285,439)      615,018
Deferred rent                                              26,603             -
 Other current liabilities                                (83,799)      591,012
                                                      ------------  ------------
Net cash provided by used in operating activities      (1,479,238)   (1,575,169)
                                                      ------------  ------------
Cash flows from investing activities:
 Cash received from the acquisition of Crossvue,Inc.    4,206,741             -
 Purchases of property and equipment                      (34,247)     (109,028)
                                                      ------------  ------------
 Net cash provided by (used in)investing activities     4,172,494      (109,028)
                                                      ------------  ------------

Cash flows from financing activities:
 Repayments of capital leases                             (72,990)      (20,805)
 Issuance of common stock                                                 2,290
 Redemption of Series D preferred shares for cash
  and common stock                                        (45,000)
 Stock issuance cost                                            -       (56,125)
                                                      ------------  ------------
 Net cash used in financing activities                   (117,990)      (74,640)
                                                      ------------  ------------
Net increase (decrease) in cash and cash equivalents
                                                        2,575,266    (1,758,837)

Cash and cash equivalents at beginning of
    period                                                897,169     2,891,692
                                                      ------------  ------------
Cash and cash equivalents at end of period            $ 3,472,435   $ 1,132,855
                                                      ============  ============
</TABLE>

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


                                        6
<PAGE>
                                 @POS.COM, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.  BASIS OF PRESENTATION

The  financial  information  included  herein for the three and six months ended
December  31, 2001 and 2000 is unaudited; however, such information reflects all
adjustments  consisting  only of normal recurring adjustments, which are, in the
opinion  of  management,  necessary  for  a  fair  presentation of the financial
position,  results  of  operations  and  cash  flows  for  the  interim periods.

The  interim  financial  statements  presented  herein  have  been  prepared  in
accordance  with  generally accepted accounting principles for interim financial
information  and  the  instructions  to  Form  10-QSB.  These  interim financial
statements  should  be  read  in  conjunction  with  the  consolidated financial
statements  and  the notes thereto included in the Form 10-KSB of @POS.com, Inc.
(the  "Company,"  or  "@POS.com")  for  the  year  ended  June  30,  2001.

The  results of operations for the interim periods presented are not necessarily
indicative  of  the  results  to  be  expected  for  the  full  fiscal  year.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.  CONSOLIDATION

The  Company's  balance  sheet  at  December  31,  2001 includes the accounts of
Crossvue.  Crossvue  develops,  markets  and  sells  digital receipt services to
retailers  that  allow  them to leverage customer transaction events and details
across all sales channels to improve customer service, streamline operations and
generate  incremental  revenue. On September 28, 2001, the Company completed the
acquisition  of  Crossvue.  The acquisition was accounted for in accordance with
the  recently  issued  Statement  of Financial Accounting Standards ("SFAS") No.
141,  "Business  Combination"  and  SFAS No. 142, "Goodwill and Other Intangible
Assets".  See  Note 8. Along with the Internet Protocol and Crossvue's customer
base,  @POS.com  acquired  Crossvue's  net assets of approximately $4.4 million,
including $4.2 million of cash and investments. In consideration for the merger,
the  Company issued 4,159,937 shares of its common stock valued at approximately
$1.9  million  (based on the Company's average stock price during the three days
prior to the completion of the transaction) for all of the outstanding preferred
stock  of  Crossvue.  Due to the liquidation preferences of the preferred stock,
all  outstanding shares of common stock of Crossvue were canceled. Approximately
24%  of  the  common  stock  issued  by the Company was placed in escrow for the
purpose  of  securing  the  indemnification  obligation  of  Crossvue. Including
escrowed  shares,  the  total  stock  issued  in  the  acquisition  represents
approximately  29% of the post merger stock outstanding. As a result the Company
consolidated  Crossvue  starting  September  28,  2001.

The  difference  between Crossvue's net assets of $4.4 million as of acquisition
date  and  the  estimated  purchase  price  of  $2.0  million, less fixed assets
write-offs  of  $344,000 had been treated as extraordinary gain in the Company's
income  statement  for  the  three  months  ended September 30, 2001.

The following are unaudited pro-forma operating results of the Company for the
periods indicated assuming that the acquisition of Crossvue occurred as of July
1, 2000:

<TABLE>
<CAPTION>
                                                     Six Months      Year Ended
                                                    Ended Dec.31,     June 30,
                                                        2001            2001
                                                   ---------------  -------------
<S>                                                <C>              <C>
Revenue                                            $    7,298,240   $  7,207,978
Net loss from continuing operations                    (2,800,940)   (11,455,059)
Diluted loss from continuing operations per share  $        (0.32)  $      (1.31)
</TABLE>


                                        7
<PAGE>
The  Company's financial statements for the previous fiscal year's first quarter
results  include  the  accounts of Crossvue from July 1, 2000 through August 15,
2000.  Crossvue  was  formerly  a  majority-owned  subsidiary of @POS.com. After
Crossvue  completed a Series A and a Series B preferred stock round of financing
in  January  2000  and  August  2000,  respectively,  @POS.com's  ownership  of
Crossvue's  voting  interests  was  reduced  to  approximately  45%  (35%  after
reflecting  the  exercise  of  all-outstanding  options and warrants to purchase
shares  of  Crossvue  stock).  Accordingly,  @POS.com  changed  its  method  of
accounting  for  its investment in Crossvue from the consolidation method to the
equity  method  starting  August  16,  2000.

B.  NET LOSS PER SHARE

Basic  net  income  (loss) per share is computed in accordance with Statement of
Financial  Accounting  Standards  ("SFAS")  No.  128,  "Earnings  per Share," by
dividing  net  loss available to common stockholders (numerator) by the weighted
average  number of common shares outstanding (denominator) during the period and
excludes  the  dilutive  effect  of  stock  options  and convertible securities.
Diluted  net  income (loss) per share gives effect to all dilutive common shares
and  other  dilutive  securities  outstanding  during  the period, including the
assumed  conversion  of  the  Preferred  Stock  into  Common  Stock  using  the
if-converted  method.  In  computing  diluted  net  income (loss) per share, the
average  stock  price for the period is used in determining the number of shares
assumed to be purchased from the exercise of stock options and warrants. For the
three  and  six months ended December 31, 2001, the number of shares used in the
computation of diluted earnings (loss) per share was the same as the number used
for  the  computation  of  basic  earnings  per  share.

Had  the  Company  reported  net  income before extraordinary item, the dilutive
item,  the  dilutive shares used for the computation of the diluted net loss per
share  would  be  12,122,402  and 10,529,262 for the three and six month periods
ended  December  31,  2001,  respectively.  Had  the Company reported net income
before  extraordinary  item,  the Company would not include potentially dilutive
securities  of 3,273,427 and 3,752,481 for the three and six month periods ended
December  31,  2001, respectively, in the computation of diluted earnings (loss)
per  common  share  because  to  do  so  would  be  antidilutive.

The following table sets forth the computation of basic and diluted earnings per
share  for  the  three months and six months ended December 31, 2001 and 2000 as
follows:


<TABLE>
<CAPTION>
                                  Three Months Ended            Six Months Ended
                                     December 31,                  December 31,
                             ----------------------------  ----------------------------
                                 2001           2000           2001           2000
                             -------------  -------------  -------------  -------------
<S>                          <C>            <C>            <C>            <C>
Numerator for basic and
diluted earnings per share:
 Loss before extraordinary
                             -------------  -------------  -------------  -------------
 item                        $   (797,851)  $   (704,279)  $ (1,400,572)  $ (2,150,779)
                             -------------  -------------  -------------  -------------
 Extraordinary item                     -              -      2,050,528              -
                             -------------  -------------  -------------  -------------
 Net income (loss)               (797,851)      (704,279)       649,956   $ (2,150,779)
                             -------------  -------------  -------------  -------------
Denominator for basic
 Earnings (loss) per share
 - weighted average Common
 shares                         8,838,976      4,578,928      6,776,782      4,578,670
                             -------------  -------------  -------------  -------------

Loss per share before
extraordinary item:
 Basic                               (.09)          (.15)          (.21)          (.47)
 Diluted                             (.09)          (.15)          (.21)          (.47)
Income per share from
extraordinary item:
 Basic                                  -              -            .30              -
 Diluted                                -              -            .30              -
Net Income loss)per share:
 Basic                               (.09)          (.15)           .10           (.47)
 Diluted                             (.09)          (.15)           .10           (.47)
                             -------------  -------------  -------------  -------------
</TABLE>


                                        8
<PAGE>
C.  INVENTORIES, NET

Inventories  are  carried  at  the  lower  of cost, as determined on a first-in,
first-out  basis,  or  market.  As  of  the  dates  indicated,  the  Company's
inventories  were  as  follows:

<TABLE>
<CAPTION>
                               December 31, 2001    June 30,2001
                              -------------------  --------------
<S>                           <C>                  <C>
           Raw materials      $          326,709   $     159,831
           Work-in-Process               116,516               -
           Finished goods                 29,971          11,166
           Inventory reserve             (30,837)        (30,837)
                              -------------------  --------------
                  Total       $          442,359   $     140,160
                              ===================  ==============
</TABLE>

D.   REVENUE RECOGNITION

Revenues  during  the first six months of fiscal 2002 were substantially derived
from  the  sale  of  hardware and accessories and the provision of refurbishment
services  to  a  large  customer.  In  the  first six months of fiscal 2001, the
Company  derived  most  of its revenues from licensees authorized to manufacture
and  sell  the  Company's products to end-users, and to a lesser extent revenues
are  derived  from  direct  sales  of  products  and  services  to  customers.

The  Company  recognizes revenues in accordance with Statement of Position (SOP)
97-2,  "Software  Revenue  Recognition."  Revenues  from  sales to end-users are
recognized  upon  shipment.  The  Company defers recognition of revenues and the
proportionate  costs of revenues derived from sales to distributors and licensee
manufacturers  until  such  distributors  and  licensee manufacturers resell the
Company's  products  to  their  customers.  Revenues from services are generally
recognized  as  services  are  performed.

The  Company  provides  a  12-month  warranty  for all products sold directly to
customers.  The  Company also provides design warranty for products manufactured
and  sold  by  licensees to their customers.  The Company provides for estimated
warranty  costs  related  to such sales at the time of shipment to end-users and
for  estimated  design  warranty costs when the manufacturers' licensee revenues
are  recognized.

Payments  received  in advance from customers for whom the related products have
not  been  shipped  are  recorded  as  deferred revenues until shipped.  Advance
payments received from distributors and licensee manufacturers are also recorded
as  deferred  revenues  until  shipment  to  end-users  has  occurred.

In  December 1999, the SEC issued Staff Accounting Bulletin No. 101 ("SAB 101"),
"Revenue  Recognition  in  Financial  Statements."  SAB 101 provides guidance on
applying  generally  accepted  accounting  principles  to revenue recognition in
financial  statements.  Management  has  evaluated the effect of the adoption of
SAB  101  and  has  determined  that  the  Company's current revenue recognition
policies  comply  with  SAB  101.

E.   RESEARCH AND DEVELOPMENT

Research  and development costs are generally expensed as incurred. SFAS No. 86,
"Accounting  for the Costs of Computer Software to be Sold, Leased, or Otherwise
Marketed,"  requires  capitalization  of  certain  software  development  costs
subsequent  to  the establishment of technological feasibility. In the Company's
case,  capitalization would begin upon completion of a working model. Such costs
incurred  during  the three and six months ended December 31, 2001 and 2000 were
insignificant.  Accordingly,  the Company has charged all such costs to research
and  development  expense  in  the  accompanying  consolidated  statements  of
operations.


                                        9
<PAGE>
F. PROPERTY AND EQUIPMENT

Property  and  equipment  are  stated  at  cost  and  depreciated  using  the
straight-line  method  over  the estimated useful lives of the assets, generally
three  to  five  years. Property under capital leases and leasehold improvements
are  depreciated  over  the  lesser of the useful life of the asset or the lease
term.  The  Company  expenses all individual purchases of property and equipment
costing  less  than  $1,000. These purchases would not have a material effect on
the  financial  statements  had  they  been capitalized. Repairs and maintenance
costs  are  also  expensed  as  incurred.

The  Company  evaluates  the  carrying  amount  of  its  long-lived  assets  for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying  amount of an asset may not be recoverable. In accordance with SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets to be Disposed of", the
Company  uses  an  estimate  of  the  future  undiscounted net cash flows of the
related asset or asset grouping over the remaining life in measuring whether the
assets  are  recoverable.  As  part  of the Company's acquisition of Crossvue on
September  28,  2001,  management  determined that certain hardware and software
purchased  by Crossvue for services development and data center operations would
not  be  used  as intended as a result of the integration of certain systems and
functions  between  the  two companies and held the assets for disposition. As a
result  the  Company wrote their assets down by $344,000 to their estimated fair
values  in  Crossvue's  opening  balance  sheet as of September 28, 2001. In the
second  quarter,  based  on  market  conditions,  the  Company  suspended  the
disposition  efforts  and  placed  the  assets  in  use  internally.


At  December  31,  2001, and June 30, 2001, the Company's property and equipment
consisted  of  the  following:

<TABLE>
<CAPTION>
                                      --------------------------------------
                                       December 31, 2001     June 30, 2001
                                        (Consolidated)     (Unconsolidated)
                                      --------------------------------------
<S>                                   <C>                  <C>
Office Equipment                      $          301,710   $        295,894
Engineering and production equipment             258,829            227,241
Computer equipment and software                  626,705            227,012
Furniture and fixtures                           190,120             57,820
Assets under capital lease                       100,274            100,274
Leasehold improvements                           168,268             84,936
                                      -------------------  -----------------
Subtotal                                       1,645,906            993,177
Less - Accumulated depreciation                 (778,678)          (698,894)
                                      -------------------  -----------------
Total                                 $          867,228   $        294,283
                                      ===================  =================
</TABLE>

The property and equipment details shown above include the net book value of the
assets  acquired  from  Crossvue on September 28, 2001. The balances at June 30,
2001  was  not  consolidated  since  @POS.com  held only a minority ownership of
Crossvue  at  that  time.  Please  see  note  2A .

3.  RESTRICTED CASH

Included  in  other long-term assets at December 31, 2001 and June 30, 2001 is a
certificate  of  deposit  for  $50,000 held as collateral for a letter of credit
opened  with Comerica Bank (formerly Imperial Bank) to secure lease financing of
the  Company's  office  cubicles  and  furniture.


                                       10
<PAGE>
4.  COMPREHENSIVE LOSS

As  of  July 1, 1998, the Company adopted SFAS No. 130, "Reporting Comprehensive
Income."  SFAS  No.  130  establishes  standards  for  reporting  and display of
comprehensive  income  and  its  components  in  a  full  set of general-purpose
financial  statements.  The  objective of SFAS No. 130 is to report a measure of
all  changes in equity of an enterprise that results from transactions and other
economic  events  of  the  period  other  than  transactions  with  shareholders
("comprehensive  income").  Comprehensive  income is the total of net income and
all other non-owner changes in equity. For the three months and six months ended
December  31,  2001  and 2000, the Company's comprehensive loss was equal to the
net  loss  for  each  of  the  two  periods,  respectively.

5. MINORITY INTEREST

The  accompanying  income  statement  for  the three months and six months ended
December  31,  2000 reflects the minority stockholders' share of $145,545 in the
Crossvue's  loss  from July 1 through August 15, 2000 based on the percentage of
its holdings in Crossvue's total outstanding common and preferred shares at that
time.  See  Note  2A.

6.  RELATED  PARTY  TRANSACTIONS  AND  SIGNIFICANT  CUSTOMERS

One  of  the Company's directors was a senior executive of Welch Allyn Protocol,
Inc.,  a  wholly  owned  subsidiary  of Welch Allyn, Inc. ("Welch Allyn"). Welch
Allyn  had  owned  approximately  1,295,000  shares of the Company's Preferred D
Stock  until  December  21, 2001 when the shares were redeemed by the Company in
exchange  for  837,216 shares of the Company's common stock and $45,000 in cash.
Prior  to  the  conversion  of  its  Preferred D stock, the Company had signed a
licensing  agreement  with Welch Allyn's Hand Held Products affiliate, HHP-Welch
Allyn  on  January  11, 2000. This agreement was terminated on December 29, 2000
when  the  Company  entered  into  a  new  non-exclusive  License Agreement with
HHP-Welch  Allyn under which @POS.com received a one-time paid-up license fee of
$2.4  million in return for granting HHP-Welch Allyn a non-exclusive license for
certain @POS.com products and technology, and the right to modify the technology
in  return  for  assuming  all  technical and customer support obligations. As a
result  of  the new agreement, the Company did not receive any license fees from
HHP-Welch  Allyn  during  the  three  and  six  months  ended December 31, 2001,
compared  to approximately $1.3 million and $2.3 million, respectively, received
during  the  same  period  last  year.

The Company's largest customer during the six months ended December 31, 2001 was
Federated  Systems  Group  (FSG). The Company has entered into an agreement with
FSG  to  refurbish and  upgrade 29,000 units of existing PW 3100 in all of FSG's
stores  throughout  the United States. The refurbishment activities commenced in
August  2001.  FSG  accounted  for  approximately  $6.2  million  or 85 % of the
Company's total revenues for the six months ended December 31, 2001. The revenue
consisted  of  $2.8  million  derived  from  the sale of new iPOS 3100 units and
accessories,  and  $3.4 million from upgrading and refurbishing more than 25,000
units  of  FSG's  existing  iPOS  3100  devices.  The  remaining 4,000 units are
expected  to  be  completed  by  March  1,  2002.

The  Company  had no other customer that accounted for at least 10% of its total
revenue  during  the first six-month period of this fiscal year and prior fiscal
year.

7.  SEGMENT  INFORMATION

During  fiscal  1999,  the  Company  adopted  SFAS  No.  131, "Disclosures About
Segments  of an Enterprise and Related Information." SFAS NO. 131 requires a new
basis  of  determining  reportable  business  segments  (i.e.,  the  management
approach).  This  approach  requires  that  business segment information used by
management  to  assess performance and manage company resources be the source of
information  disclosure.  The  following  are  selected balance sheet and income
statement  information  for  @POS.com  and  Crossvue as of December 31, 2001 (in
thousands):


                                       11
<PAGE>
<TABLE>
<CAPTION>
                               @pos.com    Crossvue   Elimination   Consolidated
                               ---------  ----------  ------------  -------------
<S>                            <C>        <C>         <C>           <C>
Cash                           $     681  $   2,792                 $       3,473
Accounts
Receivable                           297          2                           299
Inventory                            442          -                           442
Property and
equipment - net                      249        618                           867
Other Asset                          341        574          (403)            512
Total Assets                       2,010      3,986          (403)          5,593
Sales                              7,244        100           (86)          7,258
Operating Expense                  3,439        882           (86)          4,235
Net Income (Loss)              $   1,452  $    (802)                $         650
</TABLE>


8.  RECENT  ACCOUNTING  PRONOUNCEMENTS

In  July,  2001,  the  FASB  issued  SFAS  No.  141  ("SFAS  141")  "Business
Combinations,"  which  supersedes Accounting Principles Board ("APB" Opinion No.
16.  "Business  Combinations."  SFAS  141  eliminates  the  pooling-of-interests
method  of  accounting for business combinations and modifies the application of
the  purchase  accounting  method.  The  elimination of the pooling-of-interests
method  is  effective  for  transactions  initiated  after  June  30, 2001.  The
remaining  provisions  of  SFAS 141 will be effective for transactions accounted
for  using  the  purchase  method  that  are completed after June 30, 2001.  The
Company  adopted  this  Statement  for  the  fiscal year beginning July 1, 2001.

In  July  2001,  the  FASB  also issued SFAS No. 142 ("SFAS 142"), "Goodwill and
Intangible  Assets,"  which  supersedes APB Opinion No. 17, "Intangible Assets."
Under  SFAS  142,  goodwill  and intangible assets with indefinite lives are not
amortized  but are tested for impairment annually using the fair value approach,
except  in  certain circumstances, and whether there is an impairment indicator,
other  intangible  assets  will  continue  to be valued and amortized over their
estimated lives; in-process research and development will continue to be written
off  immediately;  all acquired goodwill must be assigned to reporting units for
purposes  of impairment testing and segment reporting and existing goodwill will
no longer be subject to amortization. The Company adopted this Statement for the
fiscal  year  beginning  July  1,  2001.



                                       12
<PAGE>
In  August  2001,  the  FASB  issued  SFAS No. 143 ("SFAS 143"), "Accounting for
Obligations  Associated  with  the  Retirement  of Long-Lived Assets."  SFAS 143
addresses financial accounting and reporting for the retirement obligation of an
asset.  SFAS  143  states  that  companies should recognize the asset retirement
cost,  at  its  fair  value,  as  part of the cost of the asset and classify the
accrued  amount as a liability in the condensed consolidated balance sheet.  The
asset  retirement  liability is then accreted to the ultimate payout as interest
expense.  The initial measurement of the liability would be subsequently updated
for  revised  estimates  of  the  discounted  cash  outflows.  SFAS  143 will be
effective  for  fiscal years beginning after June 15, 2002.  The Company has not
yet  determined  the  effect  SFAS  No. 143 will have on its financial position,
results  of  operations,  or  cash  flows.

In  October 2001, the FASB issued SFAS No. 144 ("SFAS 144"), "Accounting for the
Impairment  or Disposal of Long-Lived Assets."  SFAS 144 supersedes the SFAS No.
121  by  requiring that one accounting model to be used for long-lived assets to
be  disposed of by sale, whether previously held and used or newly acquired, and
by  broadening  the  presentation  of  discontinued  operations  to include more
disposal  transactions.  SFAS  144  will be effective for fiscal years beginning
after December 15, 2001.  The Company has not yet determined the effect SFAS 144
will  have  on  its  financial  position,  results of operations, or cash flows.

9.  CONTINGENT  LIABILITY

On  October  17,  2000,  Hewlett-Packard  HP  VeriFone  ("HP VeriFone") provided
@POS.com  and  Crossvue with notices that HP VeriFone believed that each of them
had  breached  certain  of  their obligations under the License, Development and
Distribution  Agreement  signed  by  the Company with HP VeriFone on January 12,
2000. As contemplated by the agreement, @POS.com had assigned on April 12, 2000,
certain of its rights and obligations under the agreement to Crossvue, which was
then  a  majority-owned  subsidiary  of the Company.  In December 2000, @POS.com
received  a  Notice  of Termination from HP VeriFone, claiming that @POS.com and
Crossvue  had  failed  to  cure the alleged breach, and demanding return of $1.2
million,  which  represents  prepaid  license  fees  and  payment  for inventory
purchases.  The  sum  of  $673,000, representing prepayment of license fees, has
been  reserved  as other current liabilities as of December 31, 2001.  The claim
for  payments  totaling  $488,000  made by HP VeriFone to @POS.com for inventory
purchases  has  not  been  reserved  as  a  liability  at  December  31,  2001.

The  Company  is contingently liable for a $50,000 standby letter of credit with
Comerica  Bank  to  secure  a lease-financing contract with a leasing company in
connection  with  a  purchase of office cubicles and furniture installed in July
2000.  The  letter of credit is secured by a time certificate of deposit for the
same amount (see Note 3) that matures and is automatically renewed every 90 days
until  all  future  lease  obligations  are  extinguished.

10.  SUBSEQUENT  EVENT

In  January  2002,  the  Company  reduced  its  work force located in the United
States. The lay off affected two of the Company's officers, one Director and six
other  employees.  The  Company  incurred  costs of approximately $188,000 to be
recorded as operating expense for the third quarter of fiscal 2002. This measure
was  adopted  in  order  to enable the Company to reduce its operating costs and
extend  the  length  of  time  that  the Company can continue to operate without
obtaining  additional  financing.

On January 30, 2002, the Company formed a strategic alliance with GO Software, a
leading  provider  of  payment processing solutions. The Company and GO software
signed  a development agreement and a co-marketing agreement. Under the terms of
the  development,  Go  software  will  develop  and  provide  payment processing
software  to  integrate  with  point-of-sale hardware terminals manufactured and
marketed  under  the  @pos  brand. The co-marketing agreement allow each company
access  to  the  other's  primary  markets.


                                       13
<PAGE>
ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

The  following  discussion  should  be read in conjunction with the accompanying
unaudited  condensed financial statements of @POS.com, Inc. and its wholly-owned
subsidiary  (see Note  2A  to the Condensed Financial Statements), including the
notes  thereto  (see  Part  I,  Item  1)  and the section entitled "Management's
Discussion  and  Analysis  and  Results  of  Operations" in the Company's Annual
Report  on  Form  10-KSB  for  the  fiscal  year  ended  June  30,  2001.

This  quarterly  report  on  Form 10-QSB ("Form 10-QSB") for @POS.com, Inc. (the
"Company",  or  "@POS.com")  contains forward-looking statements made within the
meaning  of  Section  27A of the Securities Act of 1933, as amended, and Section
21E  of  the  Securities  Exchange  Act  of  1934,  as  amended.  Words  such as
"anticipates,"  "expects," "intends," "plans," "believes," "seeks," "estimates,"
and  similar  expressions  identify  such  forward-looking statements. These are
statements  that  relate  to  future  periods  and  include statements as to the
Company's  mix  of  licensing  and other revenues, expenditure levels, timing of
product  introductions,  product  developments  and  technological advancements,
development  in  channel  partner relationships, cash flows, potential strategic
relationships,  availability  of  components,  adequacy of capital resources and
growth  in operations. These statements are not guarantees of future performance
and  are  subject  to  certain  risks  and uncertainties that could cause actual
results  to  differ  materially from those expressed or forecasted. Factors that
might  cause  such  a  difference include, but are not limited to, the extent to
which the POS device market accepts our products, our ability to development new
products  in light of technological advancements in the industry, our dependence
on  large  customers  and  component  manufacturers and suppliers, uncertainties
associated  with  changes  in  patent  laws  and  other issues and uncertainties
discussed  below.  Readers should not rely unduly on forward-looking statements,
which  reflect  only  the  opinion  of  the  Company's management as of the date
hereof.  Unless  required by law, the Company undertakes no obligation to update
or  revise  forward-looking statements. Readers should also carefully review the
risk factors set forth in other reports or documents the Company files from time
to  time  with  the  Securities  and  Exchange  Commission.

OVERVIEW  AND  DEVELOPMENTS

@POS.com  was incorporated in Delaware in 1992 under the name MobiNetix Systems,
Inc.  The  Company  changed  its name to @POS.com, Inc. effective June 29, 1999.
The Company's wholly owned subsidiary, PenWare, Inc., previously developed, sold
and  licensed  products  such  as  the  PenWare  100, the PenWare 1500 signature
capture  device  and  the  PenWare  3100,  an  interactive  point-of-transaction
terminal  for  paperless environments.  This activity has now become the primary
activity  of  @POS.com.

@POS.com  has  developed  technologies  that  have  been  incorporated  into the
Company's  secure  interactive transaction systems for the point-of-sale ("POS")
environment.  These  technologies  allow the Company's interactive POS terminals
to  perform  high-level encryption, capture signatures electronically and access
the  Internet  at  the POS.  The Company's POS terminals are designed to provide
merchants  with  an  integrated  suite  of Internet applications, services and a
consumer  Web  portal  to  the  POS.  By web-enabling POS transaction terminals,
merchants will be able to run advertisements, promotions and surveys at the POS,
retrieve  receipts via a personal computer utilizing a consumer-focused web-site
and  provide  other  one-to-one  marketing  services  to consumers.  The Company
intends  to  further  develop this technology to provide merchants with tools to
improve  customer  retention,  increase  the  frequency  of  customer  contact,
establish  new  revenue  streams  and  reduce  costs.


                                       14
<PAGE>
During Fiscal 2002, the Company has derived revenues from primarily two sources:
direct  product sales and refurbishment of products previously sold to Federated
Systems  Group  (FSG).  Prior  to  fiscal 2001, direct product sales and related
services  represented  substantially  all  of the Company's revenue. These sales
were made directly to merchants and OEMs under the Company's own brand name. The
Company  maintained its own direct sales force and marketed products directly to
retail  merchants  and  OEM's  serving  that  market.

Early  in  fiscal  2001, following the formation of Crossvue as described below,
the  Company  ceased direct sales of its products. During that year, the Company
derived a majority of its revenue from license fees totaling $4.7 million or 66%
of  total  revenues.  License fees were received pursuant to agreements in which
the  Company  exchanged prepaid fees and royalty payments and the licensees were
entitled  to  manufacture  the  devices  under  their private label and sell and
support  the  POS  terminals  based  on  @POS.com  technology.

On  December  29, 2000, @POS.com entered into an agreement with HHP-Welch Allyn,
the  Company's  primary  licensee, in which the Company received $2.4 million in
return  for  granting  HHP-Welch  Allyn a non-exclusive, worldwide and perpetual
license for certain @POS.com products and technology and the right to modify the
technology  in  return  for  assuming  all  technical  and  customer  support
obligations.  In  June  2001,  @POS.com  completed  deliverables  and  received
acceptance under the agreement such that substantially all license fees received
from  HHP-Welch  Allyn  were  recognized  in  the fourth quarter of fiscal 2001.

As a result of this and the termination of the Company's agreements with certain
other  channel  partners,  and  the  Company's merger with Crossvue as described
below,  the  Company has refocused its business strategy back to the traditional
sale  of  products  directly  to its customers. Late in fiscal 2001, the Company
reestablished  a  direct sales force and focused its marketing efforts on retail
merchants  and  OEMs  serving  the  POS  environment. Through these actions, the
Company  expects  that future revenues will be derived primarily by direct sales
of  product  and  related  services.  The  Company  does  not  expect to receive
significant  license  fees  in  the  foreseeable  future.

In  January 2000, the Company had split into two business entities and announced
the formation of a wholly-owned subsidiary, Crossvue, Inc. ("Crossvue", formerly
ReceiptCity.com,  Inc.). The strategic spin-off allowed Crossvue to focus on its
own  business  model  and product development and establish a different customer
base,  as  well as to obtain separate funding. @POS.com continued to advance its
POS  technology in web-enabling the retailer's transaction process and enhancing
the  customer's  shopping  experience.

As  of  June  30,  2000,  @POS.com  owned approximately 86% of Crossvue's common
stock.  On August 15, 2000, Crossvue issued Series B Convertible Preferred Stock
in  a  private  offering reducing @POS.com's ownership to approximately 46% (31%
after  reflecting  the  exercise  of  all options and warrants).  As of June 30,
2001,  the Company owned approximately 45% of the equity securities of Crossvue.
On  September  28, 2001, @POS.com completed the acquisition of Crossvue pursuant
to  a  Merger  Agreement and Plan of Reorganization that the Company signed with
Crossvue,  certain shareholders of Crossvue and Crossvue Acquisition Corporation
("CAC"),  a  Delaware  corporation  and  wholly-owned  subsidiary of the Company
formed  for  the  purpose  of  effecting  the  merger.


                                       15
<PAGE>
The  merger  has  allowed  the  company to take advantage of Crossvue's software
applications  that  secure  electronic receipt storage and retrieval and deliver
data  used  for  preventing  merchant  transaction  losses  and  understanding
customer-buying  behavior. The merger has also allowed the Company o refocus its
efforts on the sales of products, offer a complete point of sale solution to its
customers  and  provide  the  Company  with  approximately $4.2 million in cash.

OPERATING  RESULTS

A  summary  of  the  Company's  significant  accounting  policies  relating  to
consolidation, net loss per share calculation, inventories, revenue recognition,
research  and  development, and property and equipment is described in Note 2 to
Condensed  Consolidated  Financial  Statements.

Revenues:  For  the  three  months  ended  December 31, 2001, revenues were $4.5
million compared to $1.4 million last year, an increase of $3.1 million or 221%.
Revenues during the quarter were generated primarily from refurbishment services
to  FSG  and  direct sale of the Company's products, accessories and services to
FSG and other customers.  This is in contrast with the same quarter of the prior
fiscal  year  in which $1.0 million, or 76% of total revenue, was earned through
license  fees.  Total  revenues  for  the  first  six months of fiscal 2002 were
approximately $7.3 million, a 151% increase from revenues of $2.9 million during
the  same period in fiscal 2001. These significant changes in revenues from last
year  are  attributable  to  the Company's departure from the hardware licensing
model and its return to traditional direct sales of products and services to its
customers.  The  Company  ended its most significant licensing relationship with
Hand  Held  Products,  an  affiliate  of Welch Allyn, prior to the end of fiscal
2001.  This  year,  the  Company's  largest customer during the six months ended
December  31,  2001 was Federated Systems Group (FSG). The Company currently has
an existing agreement with FSG to refurbish and upgrade 29,000 units of existing
PW3100  in  all  of FSG's stores throughout the United States. The refurbishment
activities  commenced  in  August  2001.  FSG  accounted  for approximately $6.2
million or 85 % of total revenues. The revenue consisted of $2.8 million derived
from  the  sale  of  new  iPOS 3100 units and accessories, and $3.4 million from
upgrading  and  refurbishing  more  than 25,000 units of FSG's existing iPOS3100
devices.  The  remaining 4,000 units are expected to be completed in March 2002.


                                       17
<PAGE>
Even though the Company's revenues during the six months ended December 31, 2001
were  significantly  higher  than  last year, there can be no assurance that the
same  level  of  revenue  will be achieved for the second half of current fiscal
2002.

Gross  Profit  and Gross Margin: Gross profit for the quarter ended December 31,
2001  was  approximately  $1.7  million  or 39% of total revenue, an increase of
$743,000  compared  to  gross profit of approximately $1 million or 73% of total
revenue  for  the same three-month period of last year. Gross profit for the six
months  ended December 31, 2001 was $2.8 million, an increase of $698,000 or 33%
when  compared  to  gross  profit  of $2.1 million in the same period last year.
Gross  margin  for  the six months ended December 31, 2001 was 39%, a decline of
35-percentage points from gross margin in the same period last year. The decline
in gross margin from last year is reflective of the shift from a licensing model
toward  direct  product  sales  that  occurred  in  the current fiscal year. The
Company's  cost  of direct product sales and services as a percent of revenue is
significantly  higher  when compared to cost of revenue related to license fees.

Operating Expenses: Operating expenses for the second quarter ended December 31,
2001 were $2.5 million compared to $1.7 million during the same period in fiscal
2001,  an  increase  of  $788,000 or 45%. This year's operating expenses for the
second  quarter included approximately $882,000 relating to Crossvue. Last year,
was  not  consolidated  with  @POS.com  starting August 16, 2000 when @POS.com's
ownership  of  Crossvue  was  reduced  to  45%.  Without including the impact of
Crossvue's  expenses,  operating  expenses for the second quarter of fiscal 2002
decreased  by  $94,000  over  the  same  period last year due primarily to lower
research  and development and administrative expense which offset an increase in
sales  and marketing expenses. The increased selling and marketing expenses were
attributable  to  higher costs associated with direct sales activities including
salaries  of  new  hires,  travel expenses and commission. The lower expense for
research  and  development  and  administration  resulted  primarily  from lower
outside  consulting  costs.

Operating expenses for the six months ended December 31, 2001 were $4.2 million,
a  decrease  of  $217,000 or 5% compared to same period in fiscal 2001. This was
caused primarily by lower expenses included in the consolidated results that are
attributable  to  Crossvue.  This  year's  results  included Crossvue's expenses
during  the  second  quarter  totaling  approximately  $882,000  compared  to
approximately  $1  million  included  in prior year's consolidated results. Last
year's  consolidated  results included Crossvue's operating expenses from July 1
through August 15, 2000. On August 15, 2000, Crossvue completed a sale of equity
to  outside  investors,  reducing  @POS.com's  ownership of Crossvue to 45% and,
thus,  @POS.com  was  no  longer  consolidated with Crossvue's operating results
starting  August  16,  2000. This year, following the merger of the Company with
Crossvue  on  September  28,  2001, Crossvue became a wholly-owned subsidiary of
@POS.com. Operating expenses relating to Crossvue were included in the Company's
consolidated  results  starting  the  second  quarter  ended  December 31, 2001.

As  a  result  of its merger with Crossvue in September 2001, including Crossvue
(Private)  Ltd.,  its  foreign  R  and  D subsidiary in Sri Lanka, the Company's
operating  expenses  are expected to increase in future quarters. Management has
taken  steps to mitigate the impact of the merger on future spending by reducing
its  workforce  and  tightening  controls  over  its  spending  (see  Note 10 to
consolidated  financial  statements).

Operating  Loss:  Net  operating loss for the six-months ended December 31, 2001
was  $1.4  million  compared  to  $2.3  million  for  the  year-ago  period.  As
previously discussed, the principal reasons for the reduced losses in the period
were  higher  revenue  and  lower  operating  expenses.

Net  Income:  Net  loss for the quarter ended December 31, 2001 was $798,000, or
$(0.09)  per  diluted  share,  compared to a net loss of $704,000 or $(0.15) per
basic share, for the quarter ended December 31, 2000. Net income for the current
fiscal year-to-date period was $650,000 or $.10 per share compared to a net loss
of  $2.2  million or $(0.47) per share last year. The basic and diluted earnings
per  share  between periods are the same as the Company is in a loss position at
the  operating  level  for  each of those periods. Net income for the six months
ended  December  31,  2001  included  an  extraordinary  gain  of  $2.1  million
recognized  on the acquisition of Crossvue, Inc. On September 28, 2001, @POS.com
acquired  Crossvue's net assets valued at approximately $4.3 million in exchange
for  4,159,937  shares  of  @POS.com's common stock, which had a market value of
approximately  $1.9 million at the time of acquisition. Without inclusion of the
extraordinary  gain,  @POS.com  had a loss of $1.4 million or $ (0.21) per share
for  the  six  months  ended  December  31,  2001.



                                       18
<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

The Company's cash balance as of December 31, 2001 was $3.5 million, an increase
of $2.6 million over the previous six-month period. The increase was primarily a
result  of  cash acquired from the merger with Crossvue, and to a lesser extent,
cash  used  in operating activities. In contrast, cash decreased by $1.8 million
during  same  period  of  the previous year, mainly as a result of net loss from
operations  of  $2.2  million  and the impact of the deconsolidation of Crossvue
following  its issuance of Series B Preferred Stock in August 2000 which reduced
@POS.com's  ownership  interest  to  45%.

Net  cash  used in operating activities during the six months ended December 31,
2001  amounted  to  approximately  $1.5 million. In comparison, the Company used
cash  of  approximately  $1.6  million  in  operating activities during the same
period  last  year.  The  net  negative cash flow from operations during the six
month  period  was  primarily  due  to  a  net operating loss of $1.4 million, a
$285,000 decrease in deferred revenues, a $302,000 increase in inventories and a
$84,000  decrease  in  other  current  liabilities.  These were partly offset by
decreases  in  accounts  receivable,  prepaid expenses and increases in accounts
payable  and  deferred  rent.

Cash  provided  by  investing  activities  of $4.2 million, as previously noted,
resulted  mainly from the acquisition of Crossvue, partly reduced by purchase of
plant  equipment  of  $50,000.  Cash  used  in  financing activities amounted to
approximately  $73,000  relating to the payment of capital lease obligations and
to  the  $45,000  conversion  of Series D Preferred shares from HHP Welch Allyn.

The  Company  has implemented several cash conservation measures to help improve
its  cash  position.  Specifically,  @POS has cut expenses through reductions in
headcount  across  the  organization  and  delayed  and/or  eliminated  capital
expenditure  plans.  In January 2002, the Company reduced its work force located
in  the  United  States.  The work force reduction affected two of the Company's
officers,  one  Director  and six other employees. The Company incurred costs of
approximately $188,000 to be recorded as operating expense for the third quarter
of  fiscal  2002.  This  measure  was  adopted in order to enable the Company to
reduce  its  operating  costs and extend the length of time that the Company can
continue  to  operate  without  obtaining additional financing. The Company will
continue  to  evaluate  and  implement  additional cash conservation measures as
circumstances  dictate

Management  believes  that  its  current  cash  and  cash  equivalents  will  be
sufficient to support its current operating needs through June 30, 2002 based on
the  Company's projections, which have certain assumptions with regard to future
levels  of revenue growth and expenditure. The Company's largest customer during
the  six  months  ended December 31, 2001 was Federated Systems Group (FSG). FSG
accounted  for approximately $6.2 million or 85% of the Company's total revenues
for the six months ended December 31, 2001. The projections for the remainder of
the fiscal year assumes that revenues from FSG will continue to be a significant
source  of  revenue.  However,  there  can be no assurance that the Company will
achieve  its  projected  revenue growth and expenditure level. If the Company is
unsuccessful  in  achieving  its projected revenue growth and expenditure level,
the  Company  will  have to raise additional financing prior to June 30, 2002 in
order  to  fund  its  operations.  The Company continues to pursue other debt or
equity  transactions  that  could  provide additional working capital for future
operations and expansion. However, there is no assurance that additional funding
will  be obtained. If the Company is unsuccessful in raising additional capital,
alternative  sources  of financing may be sought at significantly less favorable
terms,  if  at  all. No assurances can be given that the Company will be able to
obtain  such  additional  funding.  If  unsuccessful  in  generating anticipated
resources from one or more of the anticipated sources within the next six months
and  unable  to  replace  the  shortfall with resources from another source, the
Company  may be able to extend the period for which available resources would be
adequate  by  deferring  the  creation  or  satisfaction of various commitments,
deferring  the  introduction  of new products or entry into various markets, and
otherwise  scaling  back  operations.  If  the Company is unable to generate the
required  resources,  its  ability  to  meet its obligations and to continue its
operations  would  be  adversely  affected.

Impact  of  Currency  and  Inflation

The  Company  purchases  the  majority  of  its  materials  and services in U.S.
dollars,  and  most  of its foreign sales are transacted in U.S. dollars. During
the  first quarter of fiscal year 2002, the Company did not hold or purchase any
foreign  exchange  contracts for the purchase or sale of foreign currencies. The
Company  may  choose  to  enter  into  such  contracts  from time to time should
conditions appear favorable. Effects of inflation on Company's financial results
for  the  periods  included  in  this  report  have  not  been  significant.

FACTORS THAT MAY AFFECT THE COMPANY'S BUSINESS, OPERATING RESULTS AND FINANCIAL
CONDITION

In  addition  to other information in this Form 10-QSB and the factors discussed
in the Company's latest Annual Report on Form 10-KSB, filed with the Commission,
investors  evaluating the Company and its business should carefully consider the
following factors, that may have a significant impact on the Company's business,
operating  results  and  financial  condition.  The  factors set forth below and
elsewhere  in this Form 10-QSB and in the Company's Annual Report on form 10-KSB
could  cause  actual  results  to  differ  materially  from  any forward-looking
statements.  These  factors  include  but  are  not  limited  to  the following:

LOSSES:  Since  the  Company's  inception, it has incurred net losses, resulting
primarily from costs related to operations and product research and development.
At  December  31,  2001,  the Company had an accumulated deficit of $23 million.
The  Company  has  yet to sustain consistent profitability, and sales trends are
inherently  difficult  to  predict  at this stage of development. Sales forecast
shortfalls,  delayed  product  introductions,  and  manufacturing  and financing
constraints,  together  with  other  risk factors, could lead to fluctuations in
revenues  and  profits  in  any  particular  quarter.


                                       19
<PAGE>
REVENUE  GROWTH  AND  LIMITED LIQUIDITY RESOURCES: The Company believes that its
current  cash  and  future  cash flows will be sufficient to support its current
operating  needs  through  June  30, 2002 based on its current projected revenue
growth.  If  the  Company  is  unsuccessful  in  achieving its projected revenue
growth,  the  Company may have to change its current structure of operations and
reduce  projected spending requirements, explore alternative financing solutions
or  look  for  new  strategic  partners.

To  fully  execute  its  business  plan,  the  Company  will be required to seek
additional  capital.  The  Company  continues  to  pursue  other  debt or equity
transactions  that  could provide additional financing for future operations and
expansion.  However,  there  is  no  assurance  that  additional funding will be
obtained.  If  the  Company  is  unsuccessful  in  raising  additional  capital,
alternative  sources  of financing may be sought at significantly less favorable
terms,  if  at  all. No assurances can be given that the Company will be able to
obtain  such  additional  resources.  If  unsuccessful in generating anticipated
resources from one or more of the anticipated sources, and unable to replace the
shortfall  with resources from another source, the Company may be able to extend
the  period  for  which  available  resources would be adequate by deferring the
creation  or  satisfaction of various commitments, deferring the introduction of
new  products  or  entry  into  various  markets,  and  otherwise  scaling  back
operations.  If  the  Company  is unable to generate the required resources, its
ability  to  meet  its  obligations  and  to  continue  its  operations would be
adversely  affected.

DISRUPTIVE  ACQUISITIONS:  The Company is seeking to acquire or make investments
in  complementary  businesses,  products,  services  or  technologies  on  an
opportunistic basis when we believe they will enhance the value of our business.
If  the  Company were to buy a service or technology company, the amount of time
and  level  of  resources  required  to  successfully  integrate  their business
operation could be substantial.  The challenges in assimilating their people and
organizational  structure,  and  in  encountering potential unforeseen technical
issues  in  integrating their service or technology into the Company's business,
could  cause  significant  delays  in executing other key areas of the Company's
business  plan.  This  could  include delays in moving forward on other business
development  relationships,  as management and employees, both of which are time
constrained,  may be distracted.  In addition, the key personnel of the acquired
company  may  decide not to work for the Company, which could result in the loss
of  key  technical or business knowledge to the Company.  Furthermore, in making
an  acquisition, we may have to incur debt or issue equity securities to finance
the  acquisition,  the  issuance  of  which  could  be  dilutive to our existing
shareholders.

HIGHLY  COMPETITIVE MARKETS AND RAPIDLY DEVELOPING AND CHANGING TECHNOLOGIES AND
MARKET  CONDITIONS:  The POS device market is constantly changing. These changes
include, among others: rapid technological advances; evolving industry standards
in  electronic  fund  transfer  and  point-of-sale products; changes in customer
requirements;  and  frequent  new  product  introductions  and enhancements. The
Company  may  not  successfully  keep up with the new products and technological
advances.  If  the  Company  is  not able to develop and market new products and
product  enhancements  that  achieve  market  acceptance  on  a  timely and cost
effective  basis,  it  could  materially  and  adversely  affect  the  Company's
business,  financial  condition  and  results  of  operations.

DEPENDENCY  ON  A  FEW  SIGNIFICANT  CUSTOMERS:  As  indicated  in Note 6 to the
consolidated financial statements, the Company currently relies upon a few large
retail customers for a significant percentage of its revenues. While the Company
continues  in  its  efforts  to expand its customer base, the Company's revenues
will decrease significantly if it loses a large customer. Furthermore, there are
no  assurances  the  Company  will  be  successful  in attracting new customers.


                                       20
<PAGE>
CLAIMS  OF  INFRINGEMENT  ON  OTHERS'  PROPRIETARY  RIGHTS:  The  Company cannot
prevent  someone  else  from asserting a claim against the Company for violating
their  technology  rights.  Third  parties  making  infringement claims may have
significantly  greater resources than the Company does to pursue litigation, and
the  Company  cannot be certain that it would prevail in an infringement action.
The  Company  has  received  letters  of  inquiry accusing the Company of patent
infringements.  The inquiries have been under analysis, and no legal actions are
currently  pending.  There can be no assurance that the Company will not receive
other  such  notices  in  the  future.  As  the  number  of competing electronic
transaction,  data  collection  and  related software products increases and the
functionality  of  these  products  further  overlaps,  manufacturers  of  such
products,  including  the  Company,  could become increasingly subject to patent
infringement claims. Litigation may be necessary in the future to defend against
claims  of  infringement  or  invalidity, to enforce any patents the Company may
receive  and  other intellectual property rights, to protect the Company's trade
secrets,  or  to  determine  the validity and scope of the proprietary rights of
others,  and  the Company may not prevail in any litigation. Any such litigation
could  be  costly,  could  harm  the  Company's  reputation and could divert the
efforts  and  attention  of  its  management and technical personnel from normal
business  operations.  Adverse  determinations in litigation could result in the
loss  of  the  Company's  proprietary  rights  and  other intellectual property,
subject the Company to significant liabilities, require us to seek licenses from
third  parties  or  prevent  the  Company  from  licensing  its  technology,  or
practicing  its technology, including making, using or selling its products, any
or  all  of  which  could  harm  the  Company's  business.

ABILITY  TO  ATTRACT  AND RETAIN KEY PERSONNEL: The Company's future performance
depends  upon  the  continued  service  of a number of senior management and key
technical  personnel  including  John  Wood,  the  Company's President and Chief
Executive  Officer,  Llavanya Fernando, Chief Technical Officer; Matthew Graves,
Chief  Financial  Officer and VP Operations; and Dennis Kraft, Vice-President of
Business  Development  and  Domestic  Sales.  The  loss  or  interruption of the
services  of  one  or more key employees could have a material adverse effect on
the  Company's  business,  financial  condition  and  results of operations. The
Company's  future also will depend upon its ability to attract and retain highly
skilled technical, managerial and marketing personnel. Competition for qualified
personnel  is significant and intense, and is likely to intensify in the future.
The  Company  competes  for  qualified  personnel  against  numerous  companies,
including  larger,  more  established  companies  with  significantly  greater
financial  resources  than  the  Company's. If the Company is unable to hire and
retain  qualified  personnel  in  the  future, it could materially and adversely
affect  its  business,  financial  condition  and  results  of  operations.

IMPACT  OF  INDUSTRY  REGULATION AND STANDARDS:  Our products must meet industry
standards as imposed by VISA, MasterCard, and others.  They must be certified to
connect  to  some  public  telecommunications  networks,  comply  with  Federal
Communications Commission (FCC) regulations, and comply with many other industry
standards.  Although  we  believe  our  products  currently  meet all applicable
industry standards, there can be no assurance that our products will comply with
future standards. Negative impacts to our business and financial condition could
result  in  the  future  if  we  cannot  meet  such  standards.

RELIANCE  ON  THIRD PARTIES.  The Company outsources its manufacturing in Taiwan
through  a  local  affiliate  in  Fullerton,  California. It also outsources its
repair  work with an independent company in San Jose, California. The Company is
also reliant on third party suppliers.  The Company is reliant on the ability of
these  companies  to perform. The failure of these companies to perform services
for  the  Company  would  force  the  Company  to attempt to contract with other
companies  to  perform the services. If the Company was unable to identify other
suitable  providers,  its  results  of  operations  would be adversely affected.


                                       21
<PAGE>
HIGHLY  VOLATILE  COMMON  STOCK PRICE:  The market price of our common stock has
been,  and  is  likely  to  continue  to  be,  highly volatile as the market for
technology  companies and the stock market in general, has been highly volatile.
Investors  may  not be able to resell their shares of our common stock following
periods  of  volatility  because of the market's adverse reaction to volatility.
The  trading  prices of many technology related companies' stocks have decreased
substantially  within the last year.  The market downturn and adjustment for the
high  valuations  for  technology companies may not return to the levels of late
1999 and early 2000.  We cannot assure you that our stock will trade at the same
levels  of  other  technology  stocks. The per share closing price of our common
stock  between July 1, 2001 and January 31, 2001 ranged from a high of $0. 75 as
of  September  6, 2001 to a low of $0.15 as of January 31, 2002. In addition, an
active  public  market  for  our  common  stock  may  not  continue.

PART  II:   OTHER  INFORMATION

Item  2:  Changes  in  Securities  and  Use  of  Proceeds


From July to December 2001, the Company under its 1996 Stock Plan issued options
to  purchase  up  to  442,015 shares of common stock to employees, with exercise
prices  ranging  from $0.42 to $0.68 per share, which  was  not  less  than  the
fair market value of the shares on the date of grant. The issuances were made in
reliance  on  Section  4(2)  of  the  Securities  Act  of  1933  and/or Rule 701
promulgated  under  the  Securities  Act  of  1933 and were made without general
solicitation  or  advertising.

Welch  Allyn had owned approximately 1,295,000 shares of the Company's Preferred
D  Stock until December 21, 2001 when the shares were redeemed by the Company in
exchange  for  837,216 shares of the Company's common stock and $45,000 in cash.
Mr.  Edward  M.  Kolasinski, one of the Company's directors, was a former senior
executive  of  Welch  Allyn  Protocol,  Inc., a wholly owned subsidiary of Welch
Allyn.

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


The  annual  meeting  of stockholders of @POS.com, Inc. was held on December 18,
2001  for  the  following  purposes:

     (1)  To  elect three directors to the board of directors to serve until the
          2002  annual  meeting  of  stockholders;
     (2)  To  approve  an  amendment  to  the  Company's  fourth  Article of the
          Certificate  of  Incorporation increasing the authorized Common Stock,
          par  value  $.001  per  share,  from  12,000,000  shares to 50,000,000
          shares;  and
     (3)  To  approve  an amendment to the Company's 1996 Stock Plan to increase
          the  number  of  shares  available for grant thereunder from 3,450,000
          shares  to  3,950,000  shares;

Proxies  for  the  meeting  were  solicited  pursuant  to  Section  14(a) of the
Securities  Exchange  Act  of 1934, as amended, and there was no solicitation in
opposition  of  management's solicitations. The final vote on the proposals were
recorded  as  follows:

Proposal  1:
-----------

Election  of  directors for a one-year term expiring at the 2002 annual meeting.

         NOMINEE               FOR           WITHHELD
---------------------      ------------     ----------
Matthew  C.  Graves          8,036,510        5,470
Llavanya  Fernando           8,036,510        5,470
James  Dorian                8,036,510        5,470

Mr.  Edward  M.  Kolasinski,  a member of our board of directors, elected by the
holders  of  Series  D Preferred Stock in October, 2000, continued to serve as a
member  of  the  board  of  directors  after  the  meeting.

Proposal  2:
------------

To  approve  an  amendment to the Company's fourth Article of the Certificate of
Incorporation increasing the authorized Common Stock, par value $.001 per share,
from  12,000,000  shares  to  50,000,000  shares.

                FOR           AGAINST        ABSTAIN
            ------------    -----------    ----------
              7,982,506        57,431         2,038

Proposal  3:
------------

To  approve an amendment to the Company's 1996 Stock Plan to increase the number
of  shares  available  for  grant  thereunder from 3,450,000 shares to 3,950,000
shares.

                    FOR           AGAINST        ABSTAIN        BROKER NON-VOTES
                -------------   -----------     ----------      ----------------
                  5,770,584        42,220          1,538            2,238,184


Item  5:  OTHER  INFORMATION


On  January  8,  2002,  the  Company  appointed  John  Wood  to the positions of
President,  CEO,  and  Board Chairman.  Mr. Wood succeeds Llavanya Fernando, who
will  assume  the  positions  of  Chief Technology Officer, Chief Strategist and
Board  Director. Mr. Wood also currently serves as a non-executive vice chairman
for Keycorp Ltd., an Australian-based company, which he founded in 1983 and held
the  position  of  CEO  until  relocating  to  the  United  States  in  1999.

On  January  9,  2002,  the Company reduced its work force in the United States.
Nine  employees of the company were affected by the reduction.  This measure was
adopted  in order to enable the Company to reduce its operating costs and extend
the  length  of  time that the Company can continue to operate without obtaining
additional financing.  With the reduction in work force, the Company reorganized
its  executive  staff.  Newly appointed CEO, President, and Board Chairman, John
Wood  will  also be conducting Executive Marketing.  Matt Graves, Board Director
of  the  Company,  will be responsible for the roles of CFO and V.P. Operations.
Llavanya  Fernando  will fulfill the role of V.P. of Research and Development as
well  as  his  roles as CTO, Chief Strategist and Board Director.  Dennis Kraft,
Scott  Allan,  and  Paula  Davis  will  continue  as  V.P.  Sales, V.P. Business
Development  and  Director  of  International  Sales,  respectively.

On January 30, 2002, the Company formed a strategic alliance with GO Software, a
leading  provider  of  payment processing solutions. The Company and GO Software
signed a development agreement and a co-marketing agreement.  Under the terms of
the  development  agreement,  GO  software  will  develop  and  provide  payment
processing  software  to  integrate  with  point-of-sale  hardware  terminals
manufactured  and  marketed  under  the  @pos brand.  The co-marketing agreement
allows  each  company  access  to  the  other's  primary  markets.


                                       22
<PAGE>
                                   SIGNATURES

In  accordance  with  the  requirements  of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                                 @POS.com,  Inc.


Date:  February 25, 2002                  By:  /s/  Matthew Graves
                                                    --------------
                                               Matthew Graves
                                               Chief Financial Officer
                                               (Duly Authorized Officer and
                                               Principal Accounting Officer)


                                       23
<PAGE>