UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                _________________
                                   FORM 10-QSB


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

For the quarterly period ended September 30, 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 October 31, 2001:
8,738,874


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


<PAGE>
                                 @POS.COM, INC.
                                   FORM 10-QSB

                                TABLE OF CONTENTS


                                                                            Page
                                                                             No.
                                                                            ----
PART I.   FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

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

        Condensed Statements of Operations for the
        Three Months Ended September 30, 2001 and 2000                         4

        Condensed Consolidated Statements of Cash Flows for the
        Three Months Ended September 30, 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                                   11

PART II.  OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K                                      19


        Signature                                                             19


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

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

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

Current assets:
  Cash and cash equivalents                     $         5,206,504   $           897,169
  Accounts receivable (net of allowance                   2,658,885               373,911
   for bad debts of $28,986 at 9/30/01
   and $36,683 at 6/30/01)
Other receivables                                            43,294                88,746
Inventories, net                                            934,010               140,160
Prepaid expenses and other current                          781,689               307,195
   assets
                                                --------------------  --------------------

          Total current assets                            9,624,382             1,807,181
                                                --------------------  --------------------

Property and equipment                                    2,982,060               993,177
  Less:  Accumulated depreciation                        (2,099,461)             (698,894)
                                                --------------------  --------------------
Property and equipment, net                                 882,599               294,283
Other long-term assets                                       97,235                92,500
                                                --------------------  --------------------

Total assets                                    $        10,604,216   $         2,193,964
                                                ====================  ====================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Accounts payable                              $         2,448,615   $           561,000
  Accrued liabilities                                       303,800               261,515
  Deferred revenues                                       3,024,256               486,610
  Other current liabilities                                 766,085               849,885
  Capital lease obligations, current                         99,217                45,577
                                                --------------------  --------------------
      Total current liabilities                           6,641,973             2,204,587
                                                --------------------  --------------------
Capital lease obligations, non-current                      594,452                27,562
Deferred rent                                                68,516                     -

Stockholders' equity:

  Series B convertible preferred stock                          460                   460
  Series D convertible preferred stock                        1,273                 1,273
  Common stock                                                8,738                 4,578
  Additional paid-in capital                             25,299,036            23,413,543
  Accumulated deficit                                   (22,010,232)          (23,458,039)
                                                --------------------  --------------------
      Total stockholders' equity (deficit)                3,299,275               (38,185)
                                                --------------------  --------------------

Total liabilities and stockholders' equity      $        10,604,216   $         2,193,964
                                                ====================  ====================

   The accompanying notes are an integral part of these condensed financial statements.
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                 @POS.COM, INC.
                  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                  (UNAUDITED)

                                                        2001             2000
                                                   ---------------  ---------------
<S>                                                <C>              <C>
Products and accessories sales                     $    2,729,625   $      231,417
License fees                                                7,861        1,266,330
Other                                                      63,103           38,685
                                                   ---------------  ---------------
Total revenues                                          2,800,589        1,536,432

Cost of revenues                                        1,700,954          391,885
                                                   ---------------  ---------------
Gross Profit                                            1,099,635        1,144,547
                                                   ---------------  ---------------
Operating expenses:
   Selling, general and administrative                  1,200,213        1,497,614
   Research and development                               514,907        1,222,495
                                                   ---------------  ---------------
     Total operating expenses                           1,715,120        2,720,109
                                                   ---------------  ---------------
Operating loss                                           (615,485)      (1,575,562)

Interest expense and other                                  1,824          (84,495)
Interest income                                            10,940           68,012
                                                   --------------------------------
Loss before income taxes, minority interest and          (602,721)      (1,592,045)
extraordinary item

Provision for income taxes                                      -                -
Minority interest share in Crossvue's loss                      -         (145,545)
                                                   --------------------------------
Loss before extraordinary item                           (602,721)      (1,446,500)
Extraordinary item- Gain from the acquisition of
    Crossvue, Inc., net of tax                          2,050,528                -
                                                   ---------------  ---------------
Net income (loss)                                  $    1,447,807   $   (1,446,500)
                                                   ===============  ===============

(Loss) per share before extraordinary item:
   Basic                                           $        (0.13)  $        (0.32)
   Diluted                                         $        (0.13)  $        (0.32)

Income per share from extraordinary item:
   Basic                                           $         0.44                -
   Diluted                                         $         0.44                -

Net income (loss) per share:
   Basic                                           $         0.31   $        (0.32)
   Diluted                                         $         0.31   $        (0.32)

Weighted average shares outstanding:
   Basic                                                4,714,587        4,578,412
   Diluted                                              4,714,587        4,578,412

The accompanying notes are an integral part of these condensed financial statements.
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                 @POS.COM, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                  (UNAUDITED)


                                                           2001             2000
                                                      ---------------  ---------------
<S>                                                   <C>              <C>
Cash flows from operating activities:
Net operating loss                                     $     (602,721)  $   (1,446,500)
Adjustments to reconcile net income (loss) to net
cash used in operating activities:
    Depreciation and amortization                             41,377           46,356
    Provision for bad debts                                    3,269          (33,971)
    Stock compensation expense                                17,681           26,545
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                                      (2,285,985)        (819,229)
 Inventories                                                (793,850)          25,317
 Prepaid expenses and other current assets                  (332,029)          29,452
 Other long-term assets                                            -          (52,500)
 Accounts payable                                          1,668,470          458,139
 Accrued liabilities                                         (13,972)          80,294
 Deferred revenues                                         2,524,146          593,571
 Other current liabilities                                   (83,799)         (34,243)
                                                      ---------------  ---------------
Net cash provided by (used in) operating activities          142,587       (1,711,026)
                                                      ---------------  ---------------

Cash flows from investing activities:
 Cash received from the acquisition of Crossvue, Inc.      4,206,741                -
 Purchases of property and equipment                         (27,322)         (49,086)
                                                      ---------------  ---------------
 Net cash provided by (used in)investing activities        4,179,419          (49,086)
                                                      ---------------  ---------------

Cash flows from financing activities:
 Repayments of capital leases                                (12,671)         (20,805)
 Issuance of common stock                                          -            2,290
                                                      ---------------  ---------------
 Net cash used in financing activities                       (12,671)         (18,515)
                                                      ---------------  ---------------

Net increase (decrease) in cash and cash
equivalents                                                4,309,335       (1,778,627)

Cash and cash equivalents at beginning of
    period                                                   897,169        2,891,692
                                                      ---------------  ---------------
Cash and cash equivalents at end of period            $    5,206,504   $    1,113,065
                                                      ===============  ===============

The accompanying notes are an integral part of these condensed financial statements
</TABLE>


                                        5
<PAGE>
                                 @POS.COM, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.  BASIS  OF  PRESENTATION

The  financial  information included herein for the three months ended September
30,  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.  CONSOLIDATION

The  Company's  balance  sheet  at  September  30, 2001 includes the accounts of
Crossvue.  On  September  28,  2001,  the  Company  completed the acquisition of
Crossvue,  Inc.  ("Crossvue").  Along  with the IP 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 as of that date and the estimated
purchase  price amounting to $2.1 million has been treated as extraordinary gain
in  the  company's  consolidated  income  statement  for  the three months ended
September  30,  2001.  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. The acquisition of Crossvue 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  13.

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:

                                                    Three Month     Year Ended
                                                   Ended Sept.30     June 30,
                                                       2001            2001
                                                   -------------  --------------
Revenue                                            $  2,841,089   $   7,207,978
Net Loss From continuing operations                  (2,003,089)    (11,455,059)
Diluted loss from continuing operations per share  $      (0.23)  $       (1.31)

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.


                                        6
<PAGE>
3.  NET  LOSS  PER  SHARE

Basic  net  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 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 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.

The following table sets forth the computation of basic and diluted earnings per
share  for  the  three  months  ended  September  30,  2001 and 2000 as follows:

                                       Three  Months  Ended
                                          September  30,
                                     ----------  ------------
                                        2001         2000
                                     ----------  ------------
Numerator for basic and diluted
earnings per share:
   Loss before extraordinary item    $(602,721)  $(1,446,500)
                                     ----------  ------------
   Extraordinary item                 2,050,528            -
                                     ----------  ------------
   Net income (loss)                 $1,447,807  $(1,446,500)
                                     ----------  ------------
Denominator for basic
   Earnings (loss) per share -
   weighted average Common shares     4,714,587    4,578,412
                                     ----------  ------------
Effect of dilutive securities
   Series B Preferred                   933,270      934,816
   Series C Preferred Stock                  --           --
   Series D Preferred Stock           1,294,910    1,273,149
   Employee stock options and
warrants                              1,380,591      183,290
                                     ----------  ------------
       Total dilutive shares          3,608,771    2,391,255
                                     ----------  ------------
Loss per share before extraordinary
item:
   Basic                             $    (0.13)  $    (0.32)
   Diluted                           $    (0.13)  $    (0.32)
Income per share from extraordinary
item:
   Basic                             $     0.44            -
   Diluted                           $     0.44            -
Income (loss) per share:
   Basic                             $     0.31  $     (0.32)
   Diluted                           $     0.31  $     (0.32)
Potentially dilutive securities
excluded from computations as the
effect would be antidilutive          3,608,771    2,391,255
                                     ----------  ------------


4.  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:

                              September 30,   June 30,
                                  2001          2001
                              -------------  ----------

           Raw materials      $    958,931   $ 159,831
           Finished goods            5,916      11,166
           Inventory reserve       (30,837)    (30,837)
                              -------------  ----------

                  Total       $    934,010   $ 140,160
                              =============  ==========

5.   REVENUE  RECOGNITION

Revenues  during  the  first  quarter  of fiscal 2002 consist mainly of sales of
hardware  and  accessories  to  end users. In the prior year fiscal quarter, 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.


                                        7
<PAGE>
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.


6.  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  months  ended  September  30,  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.

7.  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. 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.


                                        8
<PAGE>
At  September  30, 2001, and June 30, 2001, the Company's property and equipment
consisted  of  the  following:

                                           -----------------------------------
                                            Sept. 30, 2001     June 30, 2001
                                            (Consolidated)   (Unconsolidated)
                                           -----------------------------------
     Office Equipment                      $       315,994   $        295,894
     Engineering and production equipment          251,904            227,241
     Computer equipment and software             1,118,628            227,012
     Furniture and fixtures                        236,278             57,820
     Assets under capital lease                    854,422            100,274
     Leasehold improvements                        204,834             84,936
                                           -----------------------------------

     Subtotal                                    2,982,060            993,177
     Less - Accumulated depreciation            (2,099,461)          (698,894)
                                           -----------------------------------

     Total                                 $       882,599   $        294,283
                                           ================  =================

The  property  and  equipment  details  shown above are consolidated balances at
September  30,  2001  as  a  result  of  @POS.com's  acquisition  of 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  2.


8.  Restricted  Cash

Included  in other long-term assets at September 30, 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.

9.  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 ended September 30,
2001  and  2000,  the Company's comprehensive loss was equal to the net loss for
each  of  the  two  periods,  respectively.

10.  MINORITY  INTEREST

The  accompanying  income  statement  for  the  quarter ended September 30, 2000
reflects  the  minority  stockholders'  share of $145,545 in the Crossvue's loss
based  on  the percentage of its holdings in Crossvue's total outstanding common
and  preferred  shares  during  the  period from July 1 through August 15, 2000.

11.  RELATED  PARTY  TRANSACTIONS  AND  SIGNIFICANT  CUSTOMERS

One  of  the  Company's directors is a senior executive of Welch Allyn Protocol,
Inc.,  a  wholly  owned  subsidiary  of Welch Allyn, Inc. ("Welch Allyn"). Welch
Allyn  owns  approximately  1,295,000 shares of the Company's Preferred D Stock.
On  January  11,  2000,  the  Company  signed  a  licensing agreement with Welch
Allyn's  Hand  Held  Products affiliate, HHP-Welch Allyn. This 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


                                        9
<PAGE>
receive any license fees from HHP-Welch Allyn during the quarter ended September
30,  2001  compared  to  $1,260,000  received  during the same period last year.
The  Company's  largest customer during the quarter ended September 30, 2001 was
Federated  Systems Group (FSG) which accounted for approximately $2.1 million or
74  %  of  total revenues. The revenue from FSG was all derived from the sale of
brand new iPOS 3100 units and accessories. In addition, the Company also entered
into  an  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 and is scheduled for completion on November
15,  2001.  All  revenue  and  expenses relating to the refurbishment activities
have  been  deferred  as of September 30, 2001 pending the signing of the formal
agreement  between  @POS.com  and  FSG. The agreement was subsequently signed on
October  31,  2001.

In addition to FSG, the Company's other significant customer for the three-month
period  ending September 30, 2001 was CACI, Inc. which accounted for $329,000 or
12%  of  total  revenue.

12.   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 information
for @POS.com and Crossvue as of September 30, 2001 (in thousands):

------------------------------------------------------------------------
|                | @POS.com  | Crossvue  | Elimination |  Consolidated  |
|                | --------- | --------- | ----------- | -------------- |
| Cash           | $   1,000 | $   4,207 |           - | $        5,207 |
| Accounts       |     2,657 |         2 |             |          2,659 |
| Receivable     |           |           |             |                |
| Inventory      |       934 |         - |             |            934 |
| Property and   |       280 |       602 |             |            882 |
| equipment- net |           |           |             |                |
| Other asset    |       679 |       260 |         (17)|            922 |
| Total Assets   | $   5,550 | $   5,071 |         (17)|  $      10,604 |
------------------------------------------------------------------------

As  disclosed  in  Note  2, the Company acquired Crossvue on September 28, 2001.
Hence  only the balance sheet items of Crossvue is consolidated with @POS.com at
September  30,  2001.

13.  RECENT  ACCOUNTING  PRONOUNCEMENTS

In  June  1999,  the  Financial  Accounting Standards Board issued SFAS No. 137,
"Accounting  for  Derivative Instrument and Hedging Activities - Deferral of the
Effective  Date  of  FASB  Statement  No.  133," which amends SFAS No. 133 to be
effective  for  all  fiscal  years beginning after June 15, 2000.  In June 2000,
SFAS  No.  133  was  amended by SFAS No. 138, "Accounting for Certain Derivative
Instruments  and  Hedging  Activities," which amended or modified certain issues
discussed  in  SFAS No. 133. SFAS No. 138 is also effective for all fiscal years
beginning  after  June  15,  2000.  SFAS  No.  133  and  SFAS  No. 138 establish
accounting and reporting standards requiring that every derivative instrument be
recorded  in  the  balance sheet as either an asset or liability measured at its
fair  value.  The  statements also require that changes in the derivative's fair
value  be  recognized  currently  in  earnings  unless specific hedge accounting
criteria  are  met.  The  Company  does  not engage in derivative instruments or
hedging activities.  Accordingly, there was no impact on the Company's financial
statements from the adoption of SFAS No. 133 and SFAS No. 138 during the quarter
ended  September  30,  2001.


                                       10
<PAGE>
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
provision 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  during  the  quarter  ended  September  30,  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 during
the  quarter  ended  September  30,  2001.

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 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  operation  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.

14.  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 September 30, 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  September  30,  2001.

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.

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 8) that matures and is automatically renewed every 90 days
until  all  future  lease  obligations  are  extinguished.

ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS


                                       11
<PAGE>
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  2  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  and  Crossvue'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 and
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.

To  date,  the  Company  has derived revenues from primarily two sources: direct
product  sales and license fees.  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.  Through  fiscal  2000,  the Company maintained its own direct sales force
and  marketed  products  directly  to  retail  merchants  and OEM's serving that
market.


                                       12
<PAGE>
Early  in  fiscal 2001, the Company ceased direct sales of its products.  During
the  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 described below,
the  Company  will  refocus its future 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 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.


                                       13
<PAGE>
The  merger  will  allow  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  will  also allow the Company to offer a
complete  point  of  sale solution to its customers and provide the Company with
approximately  $4.2  million  in  cash.

In  consideration  for  the  merger,  the Company issued 4,159,937 shares of its
common  stock  valued  at  approximately $1.9 million for all of the outstanding
preferred  stock of Crossvue. The outstanding shares of common stock of Crossvue
were  canceled.  The  purchase  price  was  determined  through  arms-length
negotiations  among the parties. Approximately 24% of the common stock issued by
@POS.com  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
(See  Note  10  to  the  Consolidated  Financial  Statements).

Prior  to  the  merger, the Company owned ninety-five (95%) of Crossvue's common
stock,  which  constituted approximately thirty five percent (35%) of the equity
securities of Crossvue. Prior to the merger, the Chief Executive Officer, Llavan
Fernando,  owned  less  than one percent (1%) of the Series A Preferred Stock of
Crossvue  and was a director and shareholder of one (1) share of common stock of
Crossvue  Limited,  which was a wholly owned subsidiary of Crossvue. The Company
and  Crossvue  were parties to a License, Development and Distribution Agreement
with  Hewlett  Packard-VeriFone  and  were parties to a licensing agreement with
American  Express. Prior to the merger, the Company had no representative on the
board  of  directors  of  Crossvue. Other than as described above, there were no
material  relationships  between  the Company or its affiliates, and Crossvue or
its  affiliates,  or  between  any  officers  or directors of the Company or its
affiliates,  and  the  officers  or  directors  of  Crossvue  or its affiliates.

The shares issued in the transaction were not registered with the Securities and
Exchange  Commission  and  were  issued  in  a  transaction  exempt  from  the
registration  provisions  of  the  Securities Act of 1933 (the "Securities Act")
pursuant  to  the  exemption  set  forth  in Section 4(2) of the Securities Act.


OPERATING  RESULTS

Revenues:  For  the  fiscal quarter ended September 30, 2001, revenues were $2.8
million  compared to $1.5 million last year, an increase of $1.3 million or 82%.
Revenues during the first fiscal quarter ended September 30, 2001 were generated
entirely  from  the  direct  sale  of  the  Company's  products, accessories and
services  to  customers.  This  contrasts  with  the first fiscal quarter of the
previous  year  in  which  $1.3M,  or  82%  of total revenue, was earned through
license fees. The Company ended its most significant licensing relationship with
Hand  Held  Products,  an affiliate of Welch Allyn, prior to the end of the last
fiscal  year.  Direct  product  sales  for the first fiscal quarter were derived
primarily  from the sale of brand new iPOS 3100 units to Federated Systems Group
(FSG)  which  accounted for approximately $2.1 million or 74% of total revenues.
In  addition  to  the  revenues  earned  during the quarter, @pos.com billed and
deferred  revenues  of  approximately  $3 million under terms of a refurbishment
agreement  subsequently  signed  on  October  31, 2001 between @pos.com and FSG.
Management  believes  that  the  entire  project  may  generate approximately $6
million  in  revenues  upon its completion prior to the end of the second fiscal
quarter.  However,  there can be no assurance that this revenue will actually be
generated  or  received.  In  addition  to FSG, the Company's also sold $329,000
worth  (or  12%  of  revenue)  of  iPOS3100 units to CACI, Inc. during the first
quarter  of  fiscal  2002.


                                       14
<PAGE>
Gross  Profit:  Gross  profit  for the quarter ended September 30, 2001 was $1.1
million,  a  decrease of $45,000 or 4% when compared to gross profit in the same
period  last year.  Gross margin was 39%, a decline of 35-percentage points from
gross  margin  in the same period last year.  Cost of sales increased $1.3M from
the  previous year, which is reflective of the shift toward direct product sales
that  occurred  in  the  current  quarter.  The Company's cost of direct product
sales  as  a percent of revenue is significantly higher when compared to cost of
revenue  related  to  license  fees.

Operating  Expenses:  Operating  expenses  for the first quarter ended September
30,  2001  were  $1.7 million compared to $2.7 million during the same period in
fiscal  2001.  The  lower  operating  expenses  primarily  reflect the impact of
Crossvue's expenses that were consolidated with @POS.com during the first fiscal
quarter  of  2000.  During  that  period,  Crossvue  operating  expense  of
approximately  $1  million  from  July 1 through August 15, 2000 was included in
@pos.com  reported  results.  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.  Pursuant  to  the  merger agreement dated September 28, 2001, Crossvue
became  a wholly-owned subsidiary of @pos.com. Therefore, operating expenses are
expected to increase in subsequent quarters as a result of including Crossvue in
future  consolidated results.  The impact is estimated at approximately $800,000
per  quarter.

Without  including  the  impact  of Crossvue results, operating expenses for the
first  quarter  of  fiscal  2002  increased by $35,000 over the same period last
year. This was due mainly to a $44,000 higher sales and marketing expenses and a
$20,000  increase  in  R  and  D expense, partly offset by a $29,000 decrease in
finance  and  administrative  expenses.  The  increased  selling  and  marketing
expenses  were  attributable  to  higher  costs  associated  with  direct  sales
activities.  R  and  D  expenses  increased slightly as the Company continues to
focus  on  the  development  of new products and the enhancement of its existing
3100  line  of  product.  However,  as  a  result of its merger with Crossvue in
September 2001, including its foreign R and D subsidiary in Sri Lanka (MobiNetix
Systems,  Ltd.), the Company's research and development expenses are expected to
increase  in  the  future.


Operating Loss: Net operating loss for the three-months ended September 30, 2001
was  $615,000  compared  to  $1.6 million for the year-ago period. As previously
discussed,  the  principal reason for the reduced losses in the period was lower
operating  expenses.

Interest  and  Other  Expenses:  Interest  and other expenses were approximately
$86,000  lower  during the quarter ended September 30, 2001 compared to the year
ago  period.  This is primarily attributable to Crossvue's bridge loan which was
paid  off  after  Crossvue  obtained  its  Series  B  funding  in  August  2000.

Net  Income:  Net  income  for  the  quarter  ended  September 30, 2001 was $1.4
million,  or  $0.17 per diluted share, compared to a net loss of $1.4 million or
$(0.32)  per basic share, for the same period in fiscal 2000. Current period net
income  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  $4.4 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 $603,000 or $ (0.13) per share during
the  quarter  ended  September  30,  2001.


                                       15
<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

The  Company's  cash  balance  as  of  September  30,  2001 was $5.2 million, an
increase of $4.3 million over the three-month period. The increase was primarily
a  result  of  the  merger  with Crossvue and, to a lesser extent, cash provided
through operating activities. In contrast, cash decreased by $1.8 million during
same  quarter  of  the  previous  year,  mainly  as  a  result  of net loss from
operations  of  $1.4  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%.

Cash  provided  by  operating  activities  during  the  period  amounted  to
approximately  $143,000.  In  comparison,  the  Company  used approximately $1.7
million  in  operating  activities  during  the  same  period last year. The net
positive  cash  flow  from operations during this quarter was primarily due to a
net income $1.4 million, a $2.5 million increase in deferred revenues and a $1.7
million  increase  in  accounts  payable. These increases are due largely to the
refurbishment  project  with FSG. As noted earlier, @pos.com billed and deferred
revenues  of  approximately  $3 million under terms of a refurbishment agreement
subsequently  signed  on October 31, 2001 between @pos.com and FSG. The increase
in  deferred  revenues  and  accounts payable were partly offset by increases in
accounts  receivable,  inventories,  prepaid  expenses  and  other  assets.

Cash  provided  by  investing  activities  of $4.2 million, as previously noted,
resulted  from  the  acquisition  of Crossvue. Cash used in financing activities
amounted  only to approximately $13,000 relating to the payment of capital lease
obligations.

The Company believes that its current cash and investments will be sufficient to
support  its  current operating needs through June 30, 2002 based on its current
projected  revenue  growth.  The Company believes that the assumptions regarding
the  projected revenue growth are reasonable and appropriate.  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.


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  September  30,  2001, the Company had an accumulated deficit of $22 million.


                                       16
<PAGE>
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.

REVENUE  GROWTH  AND  LIMITED LIQUIDITY RESOURCES: The Company believes that its
current  cash  and  investments,  together with the cash received as part of the
Crossvue acquisition of approximately $4.2 million and future cash flows will be
sufficient to support its current operating needs through June 30, 2002 based on
its  current projected revenue growth. The Company believes that the assumptions
regarding  the  projected revenue growth are reasonable and appropriate.  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 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.


                                       17
<PAGE>
DEPENDENCY  ON  A  FEW  SIGNIFICANT  CUSTOMERS:  As  indicated in Note 12 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.

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 Llavanya Fernando, the Company's Chief Executive
Officer;  Gary  Rummelhoff, Chief Financial Officer; James Boyer, Vice-President
of  Operations,  Marketing and International Sales; Dennis Kraft, Vice-President
of  Business  Development  and  Domestic  Sales;  and  Simon  Lee,  Director  of
Engineering.  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.


                                       18
<PAGE>
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.

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 October 31, 2001 ranged from a high of $0.75 as
of  September  6, 2001 to a low of $0.26 as of October 24, 2001. In addition, an
active  public  market  for  our  common  stock  may  not  continue.




Item  6:  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)    Exhibits
          None

(b)    Reports  on  Form  8-K
          The  Company filed reports on Form 8-K on October 15, 2001 and October
          16,  2001. The reports on Form 8-K described the Company's merger with
          Crossvue as of September 28, 2001, as described in the section of this
          Form  10-QSB  entitled  "Management's  Discussion  and  Analysis  of
          Financial  Condition  and  Results  of  Operations."



                                   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:  November 14, 2001           By:  /s/    Gary  Rummelhoff
                                              ----------------

                                        Gary  Rummelhoff
                                        Chief  Financial  Officer
                                        (Duly  Authorized  Officer  and
                                        Principal  Accounting  Officer)


                                       19
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