U.S.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  March  31,  2002

THIS  FILING  INCLUDES  UNREVIEWED  QUARTERLY  FINANCIAL  STATEMENTS  IN LIEU OF
REVIEWED  FINANCIAL  STATEMENTS  BECAUSE  THE COMPANY ELECTED NOT TO HAVE ARTHUR
ANDERSEN,  LLP  PERFORM  SUCH  REVIEW  SERVICES.

THE  COMPANY WILL SELECT AN INDEPENDENT ACCOUNTANT TO CONDUCT SUCH ACTIVITIES AS
PROVIDED  IN  TEMPORARY  NOTE  2T  TO  ARTICLE  3  OF  REGULATION  S-X.

NO  AUDITOR  HAS  OPINED  THAT  THE  UNAUDITED,  UNREVIEWED FINANCIAL STATEMENTS
PRESENT  FAIRLY,  IN  ALL  MATERIAL RESPECTS, THE FINANCIAL POSITION, RESULTS OF
OPERATIONS,  CASH  FLOWS  AND CHANGES IN SHAREHOLDER'S EQUITY OF THE COMPANY FOR
EACH  OF  THE  PERIODS REPORTED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES  (GAAP).

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 April 30, 2002:
10,300,970


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


<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  March  31, 2002
          and June 30, 2001                                                    3

          Condensed Consolidated Statements  of  Operations  for  the
          Three Months Ended  March  31,  2002 and 2001                        4

          Condensed Consolidated Statements  of  Operations  for  the
          Nine Months Ended  March  31,  2002  and 2001                        5

          Condensed Consolidated Statements  of  Cash  Flows  for  the
          Nine Months Ended  March  31,  2002  and 2001                        6

          Notes to Condensed  Consolidated  Financial  Statements              7

Item  2.  Management's  Discussion  and  Analysis  of  Financial
          Condition and Results  of  Operations                               14

PART  II. OTHER  INFORMATION

Item  2  Changes in   Securities and Use of Proceeds.                         19

         Signature                                                            20


                                        2
<PAGE>
<TABLE>
<CAPTION>
PART  I:  FINANCIAL  INFORMATION

ITEM  1:  CONDENSED  FINANCIAL  STATEMENTS

THIS  FILING  INCLUDES  UNREVIEWED  QUARTERLY  FINANCIAL  STATEMENTS  IN LIEU OF
REVIEWED  FINANCIAL  STATEMENTS  BECAUSE  THE COMPANY ELECTED NOT TO HAVE ARTHUR
ANDERSEN,  LLP  PERFORM  SUCH  REVIEW  SERVICES.

THE  COMPANY WILL SELECT AN INDEPENDENT ACCOUNTANT TO CONDUCT SUCH ACTIVITIES AS
PROVIDED  IN  TEMPORARY  NOTE  2T  TO  ARTICLE  3  OF  REGULATION  S-X.

NO  AUDITOR  HAS  OPINED  THAT  THE  UNAUDITED,  UNREVIEWED FINANCIAL STATEMENTS
PRESENT  FAIRLY,  IN  ALL  MATERIAL RESPECTS, THE FINANCIAL POSITION, RESULTS OF
OPERATIONS,  CASH  FLOWS  AND CHANGES IN SHAREHOLDER'S EQUITY OF THE COMPANY FOR
EACH  OF  THE  PERIODS REPORTED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES  (GAAP).

                                 @POS.COM, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                     AS OF MARCH 31, 2002 AND JUNE 30, 2001

                                                 March 31, 2002    June 30, 2001
                                                  (Unaudited)        (Audited)
                                                ----------------  ---------------
<S>                                             <C>               <C>
ASSETS

Current assets:
  Cash and cash equivalents                     $     1,018,997   $      897,169
  Accounts receivable (net of allowance
   for bad debts of $22,762 at 3/31/02
   and $36,683 at 6/30/01)                              579,329          373,911
  Other receivables                                      16,765           88,746
Inventories, net                                        545,813          140,160
Prepaid expenses and other current
   assets                                               409,629          357,195
                                                ----------------  ---------------
          Total current assets                        2,570,533        1,857,181
                                                ----------------  ---------------
Property and equipment                                1,636,594          993,177
  Less:  Accumulated depreciation                      (889,031)        (698,894)
                                                ----------------  ---------------
Property and equipment, net                             747,563          294,283
Other long-term assets                                   42,500           42,500
                                                ----------------  ---------------

Total assets                                    $     3,360,596   $    2,193,964
                                                ================  ===============


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Accounts payable                              $       947,702   $      561,000
  Accrued liabilities                                   354,605          261,515
  Deferred revenues                                     114,450          486,610
  Other current liabilities                             772,046          849,885
  Capital lease obligations, current                     90,860           45,577
                                                ----------------  ---------------

      Total current liabilities                       2,279,663        2,204,587

Capital lease obligations, non-current                  480,431           27,562
Deferred rent                                            98,787                -

Stockholders' equity:

  Series B convertible preferred stock                      369              460
  Series D convertible preferred stock                        -            1,273
  Common stock                                           10,226            4,578
  Additional paid-in capital                         25,339,234       23,413,543
  Accumulated deficit                               (24,848,114)     (23,458,039)
                                                ----------------  ---------------

      Total stockholders' equity (deficit)              501,715          (38,185)
                                                ----------------  ---------------


Total liabilities and stockholders' equity      $     3,360,596   $    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 MARCH 31, 2002 AND 2001
                                  (UNAUDITED)

                                             2002          2001
                                         ------------  ------------
<S>                                      <C>           <C>
Products and accessories sales           $   132,658   $   727,293
Refurbishment revenue                        666,207             -
Repair services                              122,435       236,393
License fees                                  25,036        11,933
Other                                         18,000        21,187
                                         ------------  ------------

Total revenues                               964,336       996,806

Cost of revenues                             515,955       573,060
                                         ------------  ------------

Gross Profit                                 448,381       423,746
                                         ------------  ------------

Operating expenses:
   Selling, general and administrative     1,478,975     1,114,269
   Research and development                  981,793       525,346
                                         ------------  ------------

     Total operating expenses              2,460,768     1,639,615
                                         ------------  ------------

Operating loss                            (2,012,387)   (1,215,869)

Interest expense and other                   (35,787)       (6,786)
Interest income                                8,143        16,324
                                         ------------  ------------

Loss before income taxes                  (2,040,031)   (1,206,331)

Benefit from income taxes                          -        28,066
                                         ------------  ------------

Net (loss)                               $(2,040,031)  $(1,178,265)
                                         ============  ============


Net loss per share:
   Basic                                 $     (0.20)  $     (0.26)
   Diluted                               $     (0.20)  $     (0.26)

Weighted average shares outstanding:
   Basic                                  10,070,901     4,578,930
   Diluted                                10,070,901     4,578,930

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


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                 @POS.COM, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                FOR THE NINE MONTHS ENDED MARCH 31, 2002 AND 2001
                                  (UNAUDITED)

                                                      2002          2001
                                                  ------------  ------------
<S>                                               <C>           <C>
Products and accessories sales                    $ 3,813,243   $ 1,203,902
Refurbishment revenue                               4,044,384             -
Repair services                                       277,753       315,395
License fees                                           37,696     2,309,424
Other                                                  49,000        61,376
                                                  ------------  ------------

Total revenues                                      8,222,076     3,890,097

Cost of revenues                                    4,938,917     1,329,931
                                                  ------------  ------------

Gross Profit                                        3,283,159     2,560,166
                                                  ------------  ------------

Operating expenses:
   Selling, general and administrative              4,286,649     3,786,191
   Research and development                         2,408,475     2,304,981
                                                  ------------  ------------

     Total operating expenses                       6,695,124     6,091,172
                                                  ------------  ------------

Operating loss                                     (3,411,965)   (3,531,006)

Interest expense and other                            (78,895)      (72,000)
Interest income                                        50,257       100,351
                                                  ------------  ------------

Loss before income taxes, minority interest and
   extraordinary item                              (3,440,603)   (3,502,655)

Benefit from income taxes                                   -        28,066
Minority interest share in Crossvue's losses                -       145,545
                                                  ------------  ------------

Loss before extraordinary item                     (3,440,603)   (3,329,044)
Extraordinary item- net gain from the
    acquisition of Crossvue, Inc.                   2,050,528             -
                                                  ------------  ------------

Net income (loss)                                 $(1,390,075)  $(3,329,044)
                                                  ============  ============

(Loss) per share before extraordinary item:
   Basic                                          $     (0.44)  $     (0.73)
   Diluted                                        $     (0.44)  $     (0.73)

Income per share from extraordinary item:
   Basic                                          $      0.26             -
   Diluted                                        $      0.26             -

Net income (loss) per share:
   Basic                                          $     (0.18)  $     (0.73)
   Diluted                                        $     (0.18)  $     (0.73)

Weighted average shares outstanding:
   Basic                                            7,858,792     4,578,757
   Diluted                                          7,858,792     4,578,757

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


                                        5
<PAGE>
<TABLE>
<CAPTION>
                                 @POS.COM, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE NINE MONTHS ENDED MARCH 31, 2002 AND 2001
                                    (UNAUDITED)

                                                            2002          2001
                                                        ------------  ------------
<S>                                                     <C>           <C>
Cash flows from operating activities:
Loss before extraordinary item                          $(3,440,603)  $(3,329,044)
Adjustments to reconcile (operating loss) to net
cash used in operating activities:
  Depreciation and amortization                             190,139        79,387
  Provision for bad debts                                    (2,954)       (7,763)
  Stock compensation expense                                 18,802        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                                      (200,206)      295,894
  Other receivable                                          110,816      (109,226)
  Inventories                                              (405,653)      (30,904)
  Prepaid expenses and other current assets                  (5,633)      (69,273)
  Other long-term assets                                          -       (22,500)
  Accounts payable                                          167,558       984,219
  Accrued liabilities                                        36,833      (135,882)
  Deferred revenues                                        (385,660)      457,680
  Deferred rent                                              30,271             -
  Other current liabilities                                 (77,838)      551,306
                                                        ------------  ------------

Net cash used in operating activities                    (3,964,128)   (1,865,034)
                                                        ------------  ------------

Cash flows from investing activities:
  Cash received from the acquisition of Crossvue, Inc.    4,206,741             -
  Purchases of property, plant and equipment                (43,135)         (968)
  Disposal of property, plant and equipment                  18,200             -
                                                        ------------  ------------

  Net cash provided by (used in) investing activities     4,181,806          (968)
                                                        ------------  ------------


Cash flows from financing activities:
  Repayments of capital leases                             (135,053)      (20,805)
  Issuance of common stock                                   84,203         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                     (95,850)      (74,640)
                                                        ------------  ------------

Net increase (decrease) in cash and cash equivalents        121,828    (1,940,642)

Cash and cash equivalents at beginning of
     period                                                 897,169     2,891,692
                                                        ------------  ------------

Cash and cash equivalents at end of period              $ 1,018,997   $   951,050
                                                        ============  ============

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


                                        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 nine months ended
March 31, 2002 and 2001 is unaudited and has not been reviewed by an independent
auditor  (see  Note  11).  Such information has been prepared on a going concern
basis  and  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  Company's condensed consolidated financial statements presented herein have
been  prepared assuming that the Company will continue as a going concern, which
contemplates the realization of assets and the liquidation of liabilities in the
normal  course  of  business.  The  Company's  current  level of revenues is not
sufficient  to  cover  its  operating  expenses  and  the  Company  is currently
incurring  a  cash  burn  of  approximately  $700,000  a  month. 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.
Additionally, the Company's management has been actively engaged in various fund
raising  activities which have not been finalized. These fund raising activities
include  efforts  to obtain a credit facility, capital development and strategic
partner  activities. To assist in these activities, the Company has engaged Jane
Capital  to  represent it in various negotiations. The Company is also currently
limiting  capital  expenditures  and  negotiating  the  extension  of  various
commitments  to  extend  the availability of cash for operations. In addition to
these  cost  reduction and fund raising activities, the Company's sales force is
actively  engaged in pursuing various sales opportunities that could potentially
provide  the Company with significant amount of funds for its current and future
operations.

Management believes that the Company will be able to attain the projected levels
of  operations necessary to meet its operational needs, or be able to obtain the
necessary  financing  to  fund  future  growth  and  to  ultimately  attain
profitability.  However, there can be no assurances that the Company will obtain
the necessary funding or obtain such funding in a timely manner in order to meet
its current and future cash requirements. The inability of the Company to attain
its  projected  operational  levels  of  sales  or  to obtain the necessary cash
funding  on  a  timely  basis  would have an unfavorable effect on the Company's
financial condition and would require the Company to materially reduce the scope
of  its  operating  and  investing  activities.

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 March 31, 2002 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  intellectual property 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
of  this  transaction,  the Company consolidated Crossvue starting September 28,
2001.

The  difference  between  Crossvue's  net  assets  of  $4.4  million  as  of the
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 had occurred as of
July  1,  2000:


                                        7
<PAGE>
<TABLE>
<CAPTION>
                                                      Nine Months       Year Ended
                                                  Ended Mar.31, 2002  June 30, 2001
                                                  ------------------  --------------
<S>                                               <C>                 <C>
Revenue                                             $    8,262,576     $  7,207,978
Net loss from continuing operations                     (4,840,971)     (11,455,059)
Diluted loss from continuing operations per share   $        (0.62)    $      (1.31)
</TABLE>

The  Company's financial statements for the previous fiscal year's first quarter
ended  September  30,  2000  and  nine  months  ended March 31, 2001 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  nine  months  ended March 31, 2002, 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  10,836,181 and 11,422,250 for the three and nine month periods
ended  March 31, 2002, respectively.  Had the Company reported net income before
extraordinary  item,  the  Company  would  not  include  potentially  dilutive
securities  of  765,280 and 3,563,458 for the three and nine month periods ended
March  31, 2002, 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 nine months ended March 31, 2002 and 2001 as
follows:


                                        8
<PAGE>
<TABLE>
<CAPTION>
                                  Three Months Ended           Nine Months Ended
                                      March  31,                  March 31,
                              --------------------------  --------------------------
                                  2002          2001          2002          2001
                              ------------  ------------  ------------  ------------
<S>                           <C>           <C>           <C>           <C>
Numerator for basic and
diluted earnings per share:

 Loss before extraordinary
 item                         $(2,040,031)  $(1,178,265)  $(3,440,603)  $(3,329,044)

 Extraordinary item                     -     2,050,528             -             -

 Net income (loss)             (2,040,031)   (1,178,265)   (1,390,075)  $(3,329,044)

Denominator for basic
 Earnings (loss) per share
 - weighted average Common
 shares                        10,070,901     4,578,930     7,858,792     4,578,757
                              ------------  ------------  ------------  ------------

Loss per share before
extraordinary item:
 Basic                               (.20)         (.26)         (.44)         (.73)
 Diluted                             (.20)         (.26)         (.44)         (.73)
Income per share from
extraordinary item:
 Basic                                  -             -           .26             -
 Diluted                                -             -           .26             -
Net Income loss) per share:
 Basic                               (.20)         (.26)         (.18)         (.73)
 Diluted                             (.20)         (.26)         (.18)         (.73)
                              ------------  ------------  ------------  ------------
</TABLE>

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:

                                  March 31, 2002    June 30,2001
                                  ---------------  -------------
           Raw materials          $      319,247   $    159,831
           Work-in-Process                26,912              -
           Finished goods                230,491         11,166
           Inventory reserve             (30,837)       (30,837)

                  Total           $      545,813   $    140,160

D.   REVENUE  RECOGNITION

Revenues during the first nine 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 nine 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 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  when  services  are  performed.


                                        9
<PAGE>
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 nine months ended March 31, 2002 and 2001 were
insignificant.  Accordingly,  the Company has charged all such costs to research
and  development  expense  in  the  accompanying  consolidated  statements  of
operations.

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 these 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  March  31,  2002,  and  June  30, 2001, the Company's property and equipment
consisted  of  the  following:

                                      --------------------------------------
                                        March 31, 2002      June 30, 2001
                                       (Consolidated)      (Unconsolidated)
                                      -------------------  -----------------
Office Equipment                      $          301,710   $        295,894
Engineering and production equipment             249,517            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                                       1,636,594            993,177
Less - Accumulated depreciation                 (889,031)          (698,894)
                                      -------------------  -----------------

Total                                 $          747,563   $        294,283
                                      -------------------  -----------------


                                       10
<PAGE>
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  were  not  consolidated  since  @POS.com held only a minority ownership of
Crossvue  at  that  time.  Please  see  Note  2A.


3.  RESTRICTED  CASH

Included  in  prepaid  expenses  and other assets at March 31, 2002 and June 30,
2001  is  a  certificate  of  deposit  (CD) for $50,000 held as collateral for a
letter  of  credit  opened with Comerica Bank (formerly Imperial Bank) to secure
the  lease  financing of the Company's office cubicles and furniture. The CD was
subsequently  used in April 2002 to pay off the balance of the loan amounting to
$37,505.  The  CD balance of $12,495 less service charges was transferred to the
Company's  bank  account.

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 nine months
ended March 31, 2002 and 2001, 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  nine months ended March 31, 2001
reflects  the  minority  stockholders' share of $145,545 in 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  nine months ended March 31, 2002. The
Company  also  received  no  license fees from HHP-Welch Allyn during the fiscal
quarter  ended  March  31,  2001  but had received a total of approximately $2.3
million  from  HHP-Welch  Allyn  during  the  prior  two  fiscal  quarters.

The  Company's  largest customer during the nine months ended March 31, 2002 was
Federated  Systems  Group  (FSG).  The  Company  refurbished  and  upgraded
approximately  31,000  existing  PW 3100 units in all of FSG's stores throughout
the  United  States.  The  refurbishment activities commenced in August 2001 and
were  completed  in  March 2002. In addition, the Company sold over 5,000 new PW
3100  units  from  August  2001  through  December  2001.  FSG  accounted  for
approximately  $6.9  million or 84%  of the Company's total revenue for the nine
months  ended  March  31,  2002.


                                       11
<PAGE>
The  Company  had no other customer that accounted for at least 10% of its total
revenue  during  the  first  nine-month  period  of  fiscal 2002. In comparison,
HHP-Welch Allyn accounted for 59% and IBM accounted for 22% of total revenue for
the  same  period  last  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 March 31, 2002, and for
the  nine  months  then  ended  (in  thousands):

                               @pos.com    Crossvue*  Elimination   Consolidated
                               ---------   --------   -----------   ------------

Cash                             $   190    $   829                  $    1,019
Accounts Receivable                  577          2                         579
Inventory                            546          -                         546
Property and equipment - net         201        546                         748
Other Asset                          459      1,867       (1,856)           470
Total Assets                       1,973      3,244       (1,856)         3,361
Sales                              8,209        175         (162)         8,222
Operating Expense                  5,139      1,718         (162)         6,695
Net Income (Loss)                $   526    $(1,916)                 $   (1,390)

The  above  information  for  Crossvue  includes  only six months of revenue and
expense  data  from  the  date  it  was  acquired by @POS on September 28, 2001.

In comparison the following is selected information regarding the performance of
@POS.com  and  Crossvue for the nine months ended March 31, 2001 (in thousands):

                               @POS.com    Crossvue   Elimination  Consolidated
                               (9 mos.)  (1.5 mos.)*
                               --------  -----------  -----------  ------------

Total Assets                   $ 2,304            0            0   $     2,304

Revenue from                   $ 3,890            0            0   $     3,890
External
Customers

Inter-segment                        0           37          (37)            0
Revenue

Operating                        5,088        1,040          (37)        6,091
Expenses

Net Profit                      (2,459)      (1,015)         145        (3,329)
(Loss)


* See Note 2A.

Starting  August  16,  2000, Crossvue was no longer included as a segment in the
Company's  financial  statements.  The  only  consolidated  information were the
revenues  and  expenses  from  July  1,  2000 to August 15, 2000 (1.5 months) as
listed  above. The elimination between the two segments relates to inter-segment
consulting  revenue  and  expense  and the minority interest share of Crossvue's
current  year  loss.

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  October2001,  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.  COMMITMENTS  AND  CONTINGENCIES

In  December  2000,  the  Company  received  a  Notice  of  Termination  from
Hewlett-Packard  HP  VeriFone  (HP  VeriFone),  claiming  that  the  Company and
Crossvue  had failed to cure certain alleged breaches of their obligations under
the  License,  Development and Distribution Agreement signed by the Company with
HP  VeriFone  on  January  12, 2000, 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  March  31,  2002.  The claim for payments totaling
$488,000 made by HP VeriFone to the Company for inventory purchases has not been
reserved  as  a  liability  at  March  31,  2002.

Under  terms of an employment contract signed on October 25, 2001, the Company's
President and Chief Executive Officer (CEO) received options to purchase 765,000
shares  of the Company's common stock at an exercise price of $0.32 per share as
approved  by  the  Company's Board of Directors on January 22, 2002. The options
vest over a four-year period, with 228,750 shares vesting upon completion of one
full  year  of  employment, and the balance to vest at the rate of 1/36th of the
remaining  shares  per month. In the event of a change in control of the Company
(as defined in the contract), 50% of the shares shall vest immediately. However,
the  Company  shall  have  the  right, at its sole discretion, to substitute the
option  compensation  with  its  restricted  shares  of  stock.


10.  RECLASSIFICATION  OF  ACCOUNTS

Certain  accounts  in  prior  fiscal  year's  financial  statements  have  been
reclassified  to  conform  with  current  fiscal  year's  presentation.

11.  REVIEW  OF  FINANCIAL  INFORMATION  BY  AN  INDEPENDENT  AUDITOR

The  financial information included in this filing for the three and nine months
ended March 31, 2002 and 2001 is unaudited and the 2002 information has not been
reviewed  by  an  independent  auditor.  On  April 30, 2002, the Company and its
previous  auditors, Arthur Andersen, LLP (Andersen) mutually agreed to terminate
their  relationship. The Company is currently negotiating with other independent
auditors  about  succeeding  Andersen.  The  Company expects to have this filing
reviewed  by  a  new  independent  auditor  in accordance with the provisions of
temporary  Note  2T  to  Article  3  of  SEC  Regulation  S-X.


                                       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  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  these 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  section  of  this Quarterly Report on Form 10-QSB entitled "Factors
That  May  Affect  the  Company's  Business,  Operating  Results  and  Financial
Condition",  as well as 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>
In  early  fiscal  2001, following the formation of Crossvue as described below,
the Company ceased direct sales of its products. During fiscal 2001, 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,  late  in  fiscal 2001 the Company refocused its business strategy on the
traditional  sale of products directly to its customers. During fiscal 2002, the
Company  has  derived  substantially  all  of  its  revenues  from primarily two
sources:  direct  product sales and refurbishment of products previously sold to
Federated  Systems.  Direct  product sales were made to merchants and OEMs under
the  Company's  own brand name. The Company maintains its own direct sales force
and markets products directly to retail merchants and OEM's serving that market.
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, 2001, the Company owned
approximately 45% of the equity securities of Crossvue. In mid 2001, the Company
and  Crossvue  determined  that  it  was in the respective best interests of the
companies  to  combine operations. 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.  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  provided the Company with approximately
$4.2  million in cash and has also allowed the Company to refocus its efforts on
the  sale  of  its  products,  the  enhancement  of  existing  products  and the
development  of  new product that offer a complete point-of-sale solution to its
customers.


                                       15
<PAGE>
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:  Total  revenues  for  the  three  months  ended  March  31, 2002 were
$964,000,  a decrease of $33,000 or 3% from last year's third quarter revenue of
$997,000.  The  decrease  was due primarily to lower revenues from product sales
and  repair  services  which  offset  the impact of higher revenues derived from
refurbishment services. Total revenues for the nine-month period ended March 31,
2002  were  $8.2  million, a $4.3 million or 110% increase from revenues of $3.9
million  during  the  same  period  last  year.  The  significant  increase  in
year-to-date  revenue  is  mainly  attributable  to  higher  product  sales  and
refurbishment  service  revenues  resulting from the completion of the Debit and
Refurbishment Program for FSG. FSG has accounted for approximately $6.9 million,
or 84% of the Company's total revenues for the nine months ended March 31, 2002.
This  change  also  reflects  the  Company's  shift  from the hardware licensing
business  model  to  traditional  direct  sales  of  products  and  services  to
customers.  The  Company  had ended its licensing agreement with HHP Welch Allyn
prior to the end of fiscal 2001. This year, the Company renewed its direct sales
to  customers  including  FSG.  Even  though the Company's revenues for the nine
months  ended  March  31,  2002  were significantly higher than the prior fiscal
year,  there  can be no assurance that same level of revenue can be achieved for
the  rest  of  fiscal  2002  and  in  the  future.

Gross  Profit  and Margin: Gross profit for the nine months ended March 31, 2002
was  $448,000  or 46% of total revenue compared to $424,000 or 43% margin during
the same period of last year. Gross profit for the nine-month period ended March
31,  2002  was approximately $3.3 million or 40% margin compared to $2.6 million
or  66%  margin  for  the comparable period in 2001. The decline in gross profit
margin  reflects  the  impact  of  the  Company's shift from licensing to direct
selling. The costs associated with product sales (materials, labor and overhead)
is  significantly higher compared to the cost of revenue related to license fees
wherein  no  materials cost and insignificant amount of labor and overhead costs
are  incurred.  Cost  of  sales  in  fiscal  2001  related primarily to sales of
products  and  services.

Operating  Expenses: Operating expenses for the nine months ended March 31, 2002
were  approximately $2.5 million, an increase of $821,000 or about 50%, compared
to  $1.6  million  during  the same period in fiscal 2001. Expenses for the nine
months  ended  March  31,  2002  were  almost  $6.7  million,  an  increase  of
approximately  $604,000  or  almost  10% from operating expenses of $6.1 million
during the nine-month period ended March 31, 2001. The higher operating expenses
for  both three and nine-month periods this year primarily reflect the impact of
Crossvue's  operating  expenses  which  were  only  partially  consolidated with
@POS.com  this  year  and  last  year.  Crossvue  was acquired by the Company on
September 28, 2001. Crossvue's operating expenses were included in the Company's
results  starting  October  2001  and had totaled $1.6 million through March 31,
2002;  these  expenses  consisted  of  R&D,  sales,  and  marketing  expenses.
Consolidated  expenses for the same period in 2001 included almost $1 million in
expenses relating to Crossvue 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.

Without  including  Crossvue's results, the Company's operating expenses for the
three  months ended March 31, 2002 were at the same level as those for the three
months  ended  March 31, 2001, but were slightly lower by $135,000 or 3% for the
nine  months  ended March 31, 2002, compared to the comparable nine-month period
in  fiscal  2001.  In  an  effort  to reduce costs, the Company reduced its U.S.
workforce in January 2002. The reductions in expenses associated with the layoff
and other cost cutting measures were partly offset by higher sales and marketing
expenses  (mainly  travel  and  commission  expenses)  resulting  from  the
implementation  of  the  new  direct  sales  model.

As  a  result  of  these factors, the Company had a net loss of $2,040,031 ($.20
loss per share) for the three months ended March 31, 2002 compared to a net loss
of  $1,178,265  ($.26 loss per share) for the three months ended March 31, 2001.
For  the  nine  months  ended  March  31,  2002  the  Company  had a net loss of
$1,390,075  ($.18 loss per share) as compared to the nine months ended March 31,
2001  loss  of  $3,329,044  ($.73 loss per share).

LIQUIDITY  AND  CAPITAL  RESOURCES

The  Company's cash balance as of March 31, 2001 was approximately $1.0 million,
an increase of $122,000 from the beginning of fiscal 2002, mainly as a result of
the  $4.2  million  received  by  the Company during its merger with Crossvue in
September  2001.  In  contrast,  cash  decreased  by  $1.9  million  during


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the  first  nine  months  of  fiscal  2001,  mainly as a result of net loss from
operations  of  $3.3  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 nine months ended March 31,
2002  amounted  to  approximately  $4.0 million. In comparison, the Company used
approximately  $1.9  million  in  cash  for operating activities during the same
period  last  year.  The  net  negative  cash  flow  from  operations during the
nine-month period in fiscal 2002 was mainly attributable to a net operating loss
of  $3.4  million, a $386,000 decrease in deferred revenues, an $89,000 increase
in  accounts  and  other  receivables, a $406,000 increase in inventories and an
$85,000  decrease  in  other  current  liabilities.  These were partly offset by
increases  in  accounts  payable  and  accrued  liabilities.

Cash  provided by investing activities amounted to almost $4.2 million. The $4.2
million  received  from  the  acquisition  of Crossvue was partly reduced by the
purchase  of  plant  equipment  of  $34,000.  The  net  cash  used  in financing
activities during the nine months ended March 31, 2002 amounted to approximately
$96,000,  which  included  a $135,000 payment of capital lease obligations and a
$45,000  payment to HHP Welch Allyn for conversion of Series D Preferred shares.

The Company's current level of revenues is not sufficient to cover its operating
expenses  and  the  Company  is currently incurring a cash burn of approximately
$700,000 a month. 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 and seven other employees. 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.  Additionally, the Company's
management  has  been  actively engaged in various fund raising activities which
have not been finalized. These fund raising activities include efforts to obtain
a  credit  facility,  capital  development  and strategic partner activities. To
assist in these activities, the Company has engaged Jane Capital to represent it
in  various  negotiations.  The  Company  is  also  currently  limiting  capital
expenditures  and negotiating the extension of various commitments to extend the
availability  of  cash  for  operations. In addition to these cost reduction and
fund  raising  activities,  the  Company's  sales  force  is actively engaged in
pursuing  various sales opportunities that could potentially provide the Company
with significant amount of funds for its current and future operations.

Management believes that the Company will be able to attain the projected levels
of  operations necessary to meet its operational needs through June 30, 2002, or
be  able  to  obtain  the  necessary  financing  to  fund  future  growth and to
ultimately  attain  profitability.  However, there can be no assurances that the
Company  will  obtain  the  necessary funding or obtain such funding in a timely
manner  in order to meet its current and future cash requirements. The inability
of  the Company to attain the projected operational levels of sales or to obtain
the necessary cash funding on a timely basis would have an unfavorable effect on
the  Company's  financial  condition and would require the Company to materially
reduce  the  scope  of  its  operating  and  investing  activities.

If  the  Company  raises additional funds through the issuance of equity, equity
related  or debt securities, such equity securities may have rights, preferences
or  privileges  senior to those of common stock. Furthermore, because of the low
trading  price  of  the  Company's common stock, the number of shares of the new
equity  or equity-related securities that may be required to be issued may cause
stockholders  to  experience  significant  additional dilution. In addition, the
issuance  of  debt  securities  could increase the risk or perceived risk of the
Company. We cannot, however, be certain that additional financing, or funds from
asset sales, will be available on acceptable terms. If this additional financing
is  not  obtained  or  if  the Company is unable to raise funds from the sale of
assets,  the  Company  may need to dramatically change its business plan or face
bankruptcy  or  liquidation.  As result, its ability to exist as a going concern
would  be  adversely  affected.

The  Company's  largest customer during the nine months ended March 31, 2002 was
Federated Systems Group (FSG), which accounted for approximately $6.9 million or
84%  of  the Company's total revenues during the period. 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.


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<PAGE>
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  nine  months ended March 31, 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:

NEED  FOR  ADDITIONAL  CAPITAL:  Based  on the Company's projections, management
believes  that  its  current cash and cash equivalents, together with funds that
may  be  received  through  various  fund  raising  activities  currently  being
negotiated  by  management,  will be sufficient to support its current operating
needs  through  June  30,  2002.  These  fund  raising  activities  include  the
negotiation  of  a  credit  facility,  capital development and strategic partner
activities.  To assist in these activities, the Company has engaged Jane Capital
to represent it in various negotiations. The Company is also currently deferring
the  creation and negotiating the extension of various commitments to extend the
availability  of  cash  for  operations.  If the Company raises additional funds
through  the  issuance of equity, equity related or debt securities, such equity
securities  may have rights, preferences or privileges senior to those of common
stock.  Furthermore,  because  of  the low trading price of the Company's common
stock,  the number of shares of the new equity or equity-related securities that
may  be  required  to be issued may cause stockholders to experience significant
additional dilution. In addition, the issuance of debt securities could increase
the  risk  or perceived risk of the Company. Such additional financing, or funds
from  asset  sales, may not be available on acceptable terms. If this additional
financing  is  not  obtained or if the Company is unable to raise funds from the
sale of assets, the Company may need to dramatically change its business plan or
face bankruptcy or liquidation. As a result, its ability to meet its obligations
and  to  continue its operations as a going concern would be adversely affected.

LOSSES:  Since  the  Company's  inception, it has incurred net losses, resulting
primarily from costs related to operations and product research and development.
At March 31, 2002, the Company had an accumulated deficit of $24.8 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.

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.

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,


                                       18
<PAGE>
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,  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.

CLAIMS  OF  INFRINGEMENT  ON  OTHER'S  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
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.


                                       19
<PAGE>
IMPACT  OF  INDUSTRY  REGULATION AND STANDARDS: The Company's 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  management  believes that the Company's products
currently meet all applicable industry standards, there can be no assurance that
the  Company's  products  will comply with future standards. Negative impacts to
the  Company's business and financial condition could result in the future if it
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.

HIGHLY  VOLATILE  COMMON  STOCK  PRICE: The market price of the Company's 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. There can be no assurance that the Company's stock
will  trade at the same levels of other technology stocks. The per share closing
price  of  the  Company's  common  stock between July 1, 2001 and April 30, 2002
ranged  from  a  high  of  $0.75 as of September 6, 2001 to a low of $0.12 as of
April  30,  2002.  In addition, an active public market for the common stock may
not  continue.


PART  II:  OTHER  INFORMATION

Item  2:  Changes  in  Securities  and  Use  of  Proceeds

From July to March 2002, the Company under its 1996 Stock Plan issued options to
purchase  up  to  1,227,015  shares  of common stock to employees, with exercise
prices  ranging  from $0.16 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
compliance  with  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.

Under  terms of an employment contract signed on October 25, 2001, the Company's
President  and  Chief  Executive  Officer  (CEO) was granted options to purchase
765,000  shares  of the Company's common stock at an exercise price of $0.32 per
share  as  approved by the Company's Board of Directors on January 22, 2002. The
options  vest  over  a  four-year  period,  with  228,750  shares  vesting  upon
completion  of  one full year of employment, and the balance to vest at the rate


                                       20
<PAGE>
of 1/36th of the remaining shares per month. In the event of a change in control
of  the  Company  (as  defined  in  the  contract), 50% of the shares shall vest
immediately.  However, the Company shall have the right, at its sole discretion,
to  substitute  the  option  compensation  with  its restricted shares of stock.

On  January  22,  2002, the Board of Directors approved a resolution authorizing
John  Wood,  the  Company's  President  and  CEO,  to receive half of his normal
monthly salary to be paid in cash and one half in shares of the Company's common
stock, converted based on the closing price of the Company's common stock during
each  payroll  date.  In  addition,  Mr. Wood's signing bonus of $34,000, net of
taxes,  would  also be paid in common shares at a price of $0.21 per share which
was  the  closing  price  of  the Company's shares on Mr. Wood's date of hire on
January  8,  2002.  This  compensation arrangement was made in order to help the
Company  conserve  cash.  As  of  March  31, 2002, Mr. Wood had received 258,341
common  shares  as  compensation.  The  issuances  were  made in compliance with
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.

On  February  12,  2002,  the  Board of Directors approved a resolution granting
Llavan  Fernando,  the  Company's Chief Technical Officer, a bonus equivalent to
$75,000,  half  of  which  was  payable  in cash and the other half in shares of
common stock. The stock portion of the bonus was equivalent to 208,333 shares at
$0.18  per  share,  the stock's closing price on the date of the resolution. The
issuance  was made in compliance with 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.

The Company granted accelerated stock options to employees terminated on January
9,  2002.  Stock  options  were  accelerated  by  one  year for management level
employees  and  other  employees  with more than three years of service. For all
other  terminated  employees,  stock options were accelerated by six months. The
period  within  which  the  terminated  employees were allowed to exercise their
options  was  extended  from  three  months  to  one  year.



                                   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:  May 15, 2002                  By:  /s/  Matthew  Graves
                                               ---------------------------------
                                               Matthew  Graves
                                               Chief  Financial  Officer
                                               (Duly  Authorized  Officer  and
                                               Principal  Accounting  Officer)


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