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  March  31,  2001

OR

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

For  the  transition  period  from  _______  to  _______


Commission  File  Number  0-23152

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

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

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

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


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


Number  of  shares  of  issuer's  common stock outstanding as of April 30, 2001:
4,578,938


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  Financial  Statements

           Condensed  Balance  Sheets  at  March  31, 2001 and                 3
           June  30,  2000

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

           Condensed  Statements  of  Operations  for  the                     5
           Nine  Months  Ended  March  31,  2001  and  2000

           Condensed  Statements  of  Cash  Flows  for  the
           Nine  Months  Ended  March  31,  2001  and  2000                    6

           Notes  to  Condensed  Financial  Statements                         7

Item  2.   Management's  Discussion  and  Analysis  of  Financial
           Condition  and  Results  of  Operations                            12

PART  II.  OTHER  INFORMATION

Item  5.   Other  Information                                                 18

Item  6.   Exhibits  and  Reports  on  Form  8-K                              18

Signature                                                                     18


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

                                 @POS.COM, INC.
                            CONDENSED BALANCE SHEETS

ASSETS
                                                 March 31, 2001    June 30,2000
                                                   (Unaudited)    (Consolidated)
                                                ----------------  ---------------
<S>                                             <C>               <C>
Current assets:
  Cash and cash equivalents                     $       951,050   $    2,891,692
  Accounts receivable (net of allowance
   for bad debts of $32,676 at 3/31/01
   and $50,116 at 6/30/00)                              300,314          771,597
Other receivables                                       109,226                -
Inventories, net                                        171,463          140,559
Prepaid expenses and other current
    assets                                              389,263          445,742
                                                ----------------  ---------------

          Total current assets                        1,921,316        4,249,590
                                                ----------------  ---------------

Property and equipment                                  974,299        2,617,648
  Less:  Accumulated depreciation                      (693,843)      (1,207,695)
                                                ----------------  ---------------
Property and equipment, net                             280,456        1,409,953
                                                ----------------  ---------------
Other long-term assets                                  102,500          125,000
                                                ----------------  ---------------
          Total assets                          $     2,304,272   $    5,784,543
                                                ================  ===============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Accounts payable                              $       921,878   $      440,220
  Accrued liabilities                                   314,899          595,004
  Notes payable                                               -        2,000,000
  Bank overdraft                                              -           73,386
  Deferred revenues                                   1,178,800          721,120
  Other current liabilities                             834,510          267,475
  Capital lease obligations, current                     44,431          175,308
                                                ----------------  ---------------

          Total current liabilities                   3,294,518        4,272,513
                                                ----------------  ---------------

Capital lease obligations, non-current                   40,113          675,258
                                                ----------------  ---------------
Minority interest                                             -        2,196,187
                                                ----------------  ---------------

Stockholders' equity:

  Series B convertible preferred stock                      461              461
  Series D convertible preferred stock                    1,273            1,273
  Common stock                                            4,578            4,575
  Additional paid-in capital                         23,412,305       19,754,208
  Accumulated deficit                               (24,448,976)     (21,119,932)
                                                ----------------  ---------------
          Total stockholders' equity (deficit)
          (deficit)                                  (1,030,359)      (1,359,415)
                                                ----------------  ---------------
          Total liabilities and
          Stockholders' equity                  $     2,304,272   $    5,784,543
                                                ================  ===============
</TABLE>


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


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

                                             2001           2000
                                                       (Consolidated)
                                         ------------  ---------------
<S>                                      <C>           <C>
Product sales and other revenues         $   996,806   $    1,885,090
License fees and other revenues from
   related party                                   -          215,524
                                         ------------  ---------------
Total revenues                               996,806        2,100,614

Cost of revenues                             573,060        1,616,415
                                         ------------  ---------------

Gross profit                                 423,746          484,199
                                         ------------  ---------------

Operating expenses:
   Selling, general and administrative     1,114,269        1,986,197
   Research and development                  525,346        1,592,210
                                         ------------  ---------------

      Total operating expenses             1,639,615        3,578,407
                                         ------------  ---------------

Operating loss                            (1,215,869)      (3,094,208)
                                         ------------  ---------------

Interest expense and other                    (6,786)        (562,448)
Interest income                               16,324           12,024
                                         ------------  ---------------
Loss before income taxes                  (1,206,331)      (3,644,632)
Benefit from income taxes                     28,066                -
Minority interest share in Crossvue's
(formerly ReceiptCity.com) losses                  -          152,924
                                         ------------  ---------------
Net loss                                 $(1,178,265)  $   (3,491,708)
                                         ============  ===============

Net loss per share:
   Basic                                      ($0.26)  $        (0.97)
   Diluted                                    ($0.26)  $        (0.97)

Weighted average shares outstanding:
   Basic and diluted                       4,578,930        3,616,864
</TABLE>


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


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                 @POS.COM, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
                FOR THE NINE MONTHS ENDED MARCH 31, 2001 AND 2000

                                               2001           2000
                                                         (Consolidated)
                                           ------------  ---------------
<S>                                        <C>           <C>
Product sales and other revenues           $ 1,597,762   $    5,469,693
License fees and other revenues from
  related party                              2,292,335          296,903
                                           ------------  ---------------


Total revenues                               3,890,097        5,766,596

Cost of revenues                             1,329,931        4,205,758
                                           ------------  ---------------

Gross Profit                                 2,560,166        1,560,838
                                           ------------  ---------------

Operating expenses:
   Selling, general and administrative       3,786,191        5,996,026
   Research and development                  2,304,981        4,952,581
                                           ------------  ---------------

      Total operating expenses               6,091,172       10,948,607
                                           ------------  ---------------

Operating loss                              (3,531,006)      (9,387,769)


Interest expense and other                     (72,000)        (708,479)
Interest income                                100,351           57,750
                                           ------------  ---------------
Loss before income taxes                    (3,502,655)     (10,038,498)
Benefit from income taxes                       28,066                -
Minority interest share in Crossvue's
  (formerly ReceiptCity.com) losses            145,545          152,924
                                           ------------  ---------------
Net loss                                   $(3,329,044)  $   (9,885,574)
                                           ============  ===============

Net loss per share:
   Basic                                        ($0.73)  $        (3.35)
   Diluted                                      ($0.73)  $        (3.35)

Weighted average shares outstanding:
   Basic and diluted                         4,578,757        2,947,457
</TABLE>


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


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

                                                  2001            2000
                                                             (Consolidated)
                                               ------------  ---------------
<S>                                            <C>           <C>
Cash flows from operating activities:
Net loss                                       $(3,329,044)  $   (9,885,574)
Adjustments to reconcile net loss to
net cash used in operating activities:
    Depreciation and amortization                   79,387          396,609
    Provision for bad debts                         (7,763)         (10,708)
    Stock compensation expense                      10,329                -
    Issuance of common stock purchase
      warrants                                           -          901,353
    Other                                            1,695                -
Minority interest share in Crossvue's
(formerly ReceiptCity.com) losses                 (145,545)        (152,924)
Net impact of Crossvue deconsolidation            (438,712)               -
Changes in operating assets and liabilities:
    Accounts receivable                            295,894        4,450,143
    Other receivables                             (109,226)               -
    Inventories                                    (30,904)       1,371,100
    Prepaid expenses and other current assets      (69,273)        (196,750)
    Accounts payable                               984,219       (1,408,636)
    Accrued liabilities                           (135,882)         264,735
    Deferred revenues                              457,680          929,403
    Other current liabilities                      551,306                -
                                               ------------  ---------------
       Net cash used in operating activities    (1,885,839)      (3,341,249)
                                               ------------  ---------------

Cash flows from investing activities:
    Purchases of property and equipment               (968)        (777,015)
    Disposal of property and equipment                   -           13,729
                                               ------------  ---------------
       Net cash used in investing activities          (968)        (763,286)
                                               ------------  ---------------

Cash flows from financing activities:
   Short-term borrowing                                  -        2,402,505
   Repayments of short-term borrowing                    -       (3,630,483)
   Issuance or subscription of common stock          2,290        4,132,807
   Issuance of Crossvue preferred and common
        stock                                            -        2,669,049
   Cost of stock issuance                          (56,125)               -
                                               ------------  ---------------
Net cash provided by financing
   Activities                                      (53,835)       5,573,878
                                               ------------  ---------------

Net (decrease) increase in cash and cash
equivalents                                     (1,940,642)       1,469,343

Cash and cash equivalents at beginning of
    period                                       2,891,692        2,174,854
                                               ------------  ---------------

Cash and cash equivalents at end of period     $   951,050   $    3,644,197
                                               ============  ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for interest                               3,302          208,090
Non-cash investing and financing activities:
    Capital equipment leases                       100,274                -
</TABLE>


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


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

1.  BASIS  OF  PRESENTATION

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

The  interim  financial  statements  presented  herein  have  been  prepared  in
accordance  with  generally accepted accounting principles for interim financial
information  and  the  instructions  to  Form  10-QSB.  These  interim financial
statements  should  be  read  in  conjunction  with  the  consolidated financial
statements  and  the notes thereto included in the Form 10-KSB of @POS.com, Inc.
(the  "Company,"  or  "@POS.com")  for  the  year  ended  June  30,  2000.

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

Crossvue  (formerly  ReceiptCity.com)  is  a  development  stage company and was
formerly  a majority-owned subsidiary of @POS.com. Crossvue completed a Series A
and  a  Series  B  preferred stock round of financing in January 2000 and August
2000, respectively.

In  conjunction with the Series B preferred stock round of financing, @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).  As a result @POS.com changed its method of
accounting  for  its  investment  in  Crossvue  from consolidation to the equity
method  starting  August  16,  2000.  Crossvue  operations  are  consolidated in
@POS.com's  consolidated  financial statements through August 15, 2000 excluding
the  impact  of  the  Series  B  preferred stock round of financing completed by
Crossvue  on  that  date.

Below  is  a  summary  of  Crossvue's net assets prior to its deconsolidation at
August 15, 2000:

Cash                                  828,645
Net property, plant and equipment   1,193,158
Other assets                          274,932
                                   -----------
     Total assets                   2,296,735
                                   -----------

Short and long-term debt           (2,000,000)
Other liabilities                  (1,476,545)
                                   -----------
     Total liabilities             (3,476,545)
                                   -----------
Net assets                         (1,179,810)
                                   ===========

Under  the  equity  method  of  accounting,  the book value of the investment in
subsidiary  is  adjusted  to reflect the Company's share in the subsidiary's net
book  value.

Holders  of  Crossvue's  Series  A  and Series B preferred stock have prevailing
rights  on all of Crossvue's assets.  Because @POS.com only owns common stock in
Crossvue,  @POS.com  has virtually no rights on the net assets of Crossvue until
the earlier of the conversion of Series A and Series B preferred stock to common
stock  or  achievement  of  a  sustainable  profitability.

As  of  March  31,2001  Crossvue's  capitalization  table  is  as  follows:


<TABLE>
<CAPTION>
                          Number of  Average price   Net investment($)
                           shares    per share ($)
                          ---------  --------------  -----------------
<S>                       <C>        <C>             <C>
Common Stock              8,434,477            0.04            357,760
Series A preferred stock    938,983            2.95          2,583,145
Series B preferred stock  8,375,634            1.97         16,436,381
</TABLE>


                                        7
<PAGE>
As a result @POS.com has kept its investment at the historical net book value of
Crossvue  at inception less its share in Crossvue's cumulative losses.  @POS.com
did  not reevaluate its investment after the completion of Series A and Series B
preferred  stock  round  of  financing by Crossvue, as it has no rights over the
additional  cash  invested  in  its  subsidiary.

@POS.com  will  reevaluate  its  investment  at the earlier of the conversion of
Crossvue  Series  A  and  Series B preferred stock into common stock, Crossvue's
achievement  of a sustainable profitability, or any other significant event that
could  significantly  change  Crossvue's  net  book  value.

As  of  March  31,  2001, @POS.com's investment in Crossvue is carried at a zero
value in @POS.com's financial statements as  @POS.com's share in the accumulated
losses incurred by Crossvue since its inception in January 2000 has exceeded the
historical  net  book  value  of  the Company's investment by approximately $6.8
million,  as  shown  in  the  following  table:

<TABLE>
<CAPTION>
<S>                                                     <C>
Historical net book value of @POS.com investment in
 Crossvue at January 15, 2000                           $   257,926
Share in Crossvue accumulated losses from January 16,
 2000 to June 30, 2000, between 86% and 100%             (3,115,186)
Share in Crossvue losses from July 1, 2000 to August
 15, 2000, approximately 86%                               (869,416)
Share in Crossvue losses from August 16, 2000 to
 March 31, 2001, approximately 45%                       (3,120,253)
                                                        ------------
Excess in share of Crossvue accumulated losses over
 @POS.com investment as of March 31, 2001               $(6,846,929)
                                                        ------------
</TABLE>

The  historical net book value of @POS.com investment in Crossvue corresponds to
the Crossvue's net book value as of January 15, 2000, Crossvue's inception date.

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 and nine months ended March 31, 2001 and 2000 as follows:

<TABLE>
<CAPTION>
                                          Three Months Ended March 31 Nine Months Ended March 31

                                              2001          2000          2001          2000
                                          - - - - - -   - - - - - -   - - - - - -   - - - - - - -
<S>                                       <C>           <C>           <C>           <C>
Numerator for basic and
   diluted earnings per
   share - net loss                       $(1,178,265)  $(3,491,708)  $(3,329,044)  $(9,885,574)
                                          ------------  ------------  ------------  ------------
Denominator for basic
   earnings per share -
   weighted average Common shares           4,578,930     3,616,864     4,578,757     2,947,457

Effect of dilutive securities
   Series B Preferred Stock                        --            --            --            --

   Series C Preferred Stock                        --            --            --            --

   Series D Preferred Stock                        --            --            --            --

   Employee stock options and  warrants            --            --            --            --

   Employee stock options and warrants            --            --            --            --
                                          ------------  ------------  ------------  ------------
Loss per share
   Basic and diluted                      $     (0.26)  $     (0.97)  $     (0.73)  $     (3.35)
                                          ------------  ------------  ------------  ------------
Potentially dilutive securities excluded
from computations as the effect would be
antidilutive                                2,193,243     3,439,010     2,509,409     4,462,765
                                          ------------  ------------  ------------  ------------
</TABLE>


                                        8
<PAGE>
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:

<TABLE>
<CAPTION>
                     March        June
                    31, 2001    30, 2000
                   ----------  ----------
<S>                <C>         <C>
Raw materials      $ 153,460   $ 439,390
Finished goods        69,903      58,070
Inventory reserve    (51,900)   (356,901)
                   ----------  ----------

       Total       $ 171,463   $ 140,559
                   ==========  ==========
</TABLE>

5.   REVENUE  RECOGNITION

Revenues  consist  of sales of hardware to end users and license fees from third
party  manufacturers.  The  Company  currently derives most of its revenues from
licensees  authorized  to  manufacture  and  sell  the Company's products to end
users, and to a lesser extent revenues are derived from direct sales of products
and  services  to  customers.

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

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

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

In  December 1999, the SEC issued Staff Accounting Bulletin No. 101 ("SAB 101"),
"Revenue  Recognition  in  Financial  Statements."  SAB 101 provides guidance on
applying  generally  accepted  accounting  principles  to revenue recognition in
financial  statements.  Under  current SEC guidance the Company will be required
to  adopt  SAB  101  in  the  fourth  quarter of the Company's fiscal year 2001.
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  nine  months  ended  March  31,  2001  and  2000  were
insignificant.  Accordingly,  the Company has charged all such costs to research
and  development  expense  in  the  accompanying  consolidated  statements  of
operations.


                                        9
<PAGE>
7.  PROPERTIES  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.  At  March  31,  2001,  and June 30, 2000, the Company's
property  and  equipment  were  as  follows:


                                       March 31, 2001    June 30, 2000
                                      ----------------  ---------------
Office Equipment                      $       295,894   $      312,053
Engineering and production equipment          227,241          298,241
Computer equipment and software               216,647        1,732,235
Furniture and fixtures                        149,581           53,316
Leasehold improvements                         84,936          221,803
                                      ----------------  ---------------

Subtotal                                      974,299        2,617,648
   Less - Accumulated depreciation           (693,843)      (1,207,695)
                                      ----------------  ---------------

Total                                 $       280,456   $    1,409,953
                                      ================  ===============


8.  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 and nine months ended
March  31,  2001 and 2000, the Company's comprehensive loss was equal to the net
loss  for  each  of  the  two  periods,  respectively.

9.  MINORITY  INTEREST

As  a  result  of  the  deconsolidation of Crossvue from the Company's financial
results  starting  August  16, 2000, the Minority Interest was eliminated on the
Company's  balance  sheet at August 15, 2000. The value of the Minority Interest
of  $2,196,187  at  June  30,  2000  represents the net proceeds of the minority
stockholders'  investment  in  Crossvue's  Series  A Preferred Stock, less their
share  in  the  subsidiary's  loss  during fiscal 2000.  The accompanying income
statement  reflects  the  minority  stockholders'  share  of  $145,545  in  the
subsidiary's loss during the period from July 1 through August 15, 2000 based on
the  percentage of its holdings in the subsidiary's total outstanding common and
preferred  shares  during  such  period.

10.  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  1,273,000 shares of the Company's Preferred D Stock.
The  Company has a licensing agreement through its Hand Held Products affiliate,
HHP-Welch  Allyn.  During  the  first  nine  months  of fiscal 2001, the Company
received $2.9 million in license fees (of which $625,000 were booked as deferred
revenue  as  of  March  31,  2001) and purchased $787,000 worth of materials and
finished  goods  from  HHP-Welch  Allyn.

HHP-Welch  Allyn was the Company's single largest customer during the first nine
months  of  fiscal  2001  and accounted for 59% of the Company's total revenues.

On December 29, 2000, the Company entered into a non-exclusive License Agreement
with  HHP-Welch  Allyn that replaces the manufacturing, license and distribution
agreement  dated January 11, 2000, between the two companies. Under terms of the
new  license  agreement, @POS.com will receive a one-time paid-up license fee of
$2.5  million.  No revenue has been recognized under this agreement. The revenue
will  be  recognized  when all deliverables under the new contract are completed
and  the  criteria  of  SOP  97-2 are met. As of March 31, 2001, the Company had
received  $625,000  relating  to  this  agreement  and  recorded  such amount as
deferred  revenue.


                                       10
<PAGE>
In  addition to HHP-Welch Allyn, the Company's other significant customer is IBM
Corporation.  The  Company's sales to IBM during the nine months ended March 31,
2001  amounted  to  $860,280  or  approximately  22%  of  total  revenue.

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

<TABLE>
<CAPTION>
--------------  -------------  ------------  -------------  ------------
                  @POS.com       Crossvue
                   (9 mos.)      (1.5 mos.)*  Elimination   Consolidated
--------------  -------------  ------------  -------------  ------------
<S>             <C>            <C>           <C>            <C>
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 Loss              (2,459)       (1,015)           145        (3,329)
--------------  -------------  ------------  -------------  ------------
Total Assets    $      2,304             0              0   $     2,304
--------------  -------------  ------------  -------------  ------------
<FN>
* See Note 2.
</TABLE>

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

Prior  to  Crossvue's legal formation on January 15, 2000, its expenses were not
maintained  separately  but  were  integrated in the Company's books. Because of
this,  a  segmentation  of  prior year's comparative results is not practicable.

12.  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 period
for  the  nine  months  ended  March  31,  2001.


                                       11
<PAGE>
13.  CONTINGENT  LIABILITY

On  January  12,  2000, @POS.com and Hewlett-Packard HP VeriFone ("HP VeriFone")
entered  into  a  License, Development and Distribution Agreement.  On April 12,
2000,  as contemplated by the agreement, @POS.com assigned certain of its rights
and  obligations under the agreement to ReceiptCity.com (since renamed Crossvue)
then a majority-owned subsidiary of the Company.  By letter of October 17, 2000,
HP VeriFone provided @POS.com and Crossvue with notice that HP VeriFone believed
that each of them had breached certain of their obligations under the agreement.
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 March 31,
2001.  The  claim for payments totaling $488,000 made by HP VeriFone to @POS.com
for  inventory purchases has not been reserved as a liability at March 31, 2001.

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 majority
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,  2000.

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  ("the  Commission").

OVERVIEW  AND  DEVELOPMENTS

@POS.com,  Inc.  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,


                                       12
<PAGE>
merchants  should  in  the  future 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 that may improve customer retention, increase frequency of
customer  contact,  establish  new  revenue  streams  and  reduce  costs.

Effective  June  29,  1999,  the Company changed its name to @POS.com, Inc.  The
Company  was  incorporated in Delaware in 1992 under the name MobiNetix Systems,
Inc.  The  Company's  wholly  owned  subsidiary,  PenWare,  Inc. ("PenWare") was
incorporated  in 1983.  PenWare 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.

In  January  1999,  the Company established MobiNetix Systems (Pvt.) Ltd, a then
100%  owned  software research and development center in Sri Lanka, in an effort
to reduce research and development expenses and use human resources available in
software  development  in  the  Asian  Pacific  countries.

In  January  2000,  the  Company  announced the formation of a then wholly owned
subsidiary,  Crossvue,  Inc.  ("Crossvue"),  formerly  ReceiptCity.com,  Inc.
Crossvue  provides  merchants  and  consumers  with  services that enable secure
electronic  receipt  storage  and retrieval and presents personalized e-messages
online  and  at  the  POS.  In  connection  with the capitalization of Crossvue,
@POS.com transferred approximately 10% of its tangible assets, 100% of MobiNetix
Systems  (Pvt.)  Ltd.,  and  some intellectual property, including 15 awarded or
applied  patents,  to  Crossvue.  Employee resources were also split between the
two  companies.

The  strategic  spin-off  allows Crossvue to focus on its own business model and
product development and establish a different customer base, as well as separate
funding.  @POS.com  continues  to advance its POS technology in web-enabling the
retailer's transaction process and enhancing the customer's shopping experience.

As of March 31, 2001, @POS.com owned approximately 45% (35% after reflecting the
exercise  of  all  outstanding options and warrants) of the equity securities of
Crossvue.

The Company's historical revenue model was based solely upon the direct sale and
distribution of its products.  In January 2000, the Company entered into license
agreements with Hand Held Products, a Welch Allyn affiliate ("HHP-Welch Allyn"),
and  Verifone,  a  division  of Hewlett-Packard Company ("HP Verifone").  In May
2000,  the  Company  entered  into  an  additional  license  agreement  with IVI
Checkmate.  The  licensees are entitled to manufacture under their private label
the  devices designed by the Company.  The Company continues to seek new channel
partners  to  manufacture,  sell  and support @POS.com technology in traditional
retail  markets,  as  well as adopt the use of the technology in non-traditional
markets  such  as  kiosks.

@POS.com's  family  of  products  includes  the  iPOS  TC, the iPOS 3100 and the
PenWare  1500  and  1100.  The  iPOS  TC  is  a web-based transaction-processing
terminal  with  interactive  marketing  message display functionality.  The iPOS
3100  can be used for signature capture and personal identification number input
required  for  debit  and  credit transactions, as well as promotion message and
line  item  display.  The  Company's PenWare 1500 and 1100 are signature capture
devices  that  have  helped  to  extend  the useful life of retailers' installed
systems.

During  the  first  quarter  of  fiscal 2001, the Company launched a development
effort  to  create  a new application specific integrated circuit ("ASIC") based
secure  input  component, in part built on technologies the Company has patented
or  for  which  patents  have  been  applied.  The  Company  has  entered  into
discussions  with strategically significant technology companies seeking funding
to  develop  products  or  components based on this new technology.  There is no
assurance  that  the  further  development  of  this  technology  will result in
successful  commercialization,  nor  that  current  or  future  discussions with
potential  corporate  funding  sources  will  result in funding for this effort.


                                       13
<PAGE>
For  the  nine  months  ended  March 31, 2001, license fees of $2.3 million from
HHP-Welch Allyn accounted for 59% of the Company's total revenues, compared with
$207,000 licensing revenue from HHP-Welch Allyn during the same period of fiscal
2000.  The  Company  has  not  yet  recognized  any revenues with respect to its
agreements  with  HP HP VeriFone and IVI Checkmate. For the first nine months of
fiscal  2001,  only  one  customer for hardware product sales accounted for more
than  10%  of  the Company's total revenue. Revenue from the sale of products to
this  customer,  IBM,  amounted  to  $860,000  or  22%  of  total  revenues.

On  December  29, 2000, @POS.com entered into a license agreement with HHP-Welch
Allyn  that  replaced  the  manufacturing,  license  and  distribution agreement
between  the two companies dated January 11, 2000, and settled a dispute between
the  parties where each alleged that the other had breached the January 11, 2000
agreement.  The  new  agreement  gave HHP-Welch Allyn a non-exclusive, worldwide
and  perpetual  license  to  @POS.com's  PW1100,  PW1500  and  PW3100 technology
platforms.  HHP-Welch  Allyn assumed all warranty obligations for these products
sold  by  either @POS.com or HHP-Welch Allyn after January 11, 2000 to companies
that  were  customers  of HHP-Welch Allyn on December 29, 2000.  HHP-Welch Allyn
has  the  right  to  modify the technology and will retain ownership of all such
modifications  made  by  it.  Under the terms of the license agreement, @POS.com
will  receive  a license fee of $2.5 million, to be paid in several installments
upon  receipt by HHP-Welch Allyn of @POS.com deliverables in accordance with the
terms  of  the  license agreement.  As of March 31, 2001, @POS.com had completed
the  delivery  of a portion of the deliverables such that the Company received a
progress  payment  of  $625,000.  Because  @POS.com had not completed all of the
deliverables  as  of  March  31, 2001, the Company deferred $625,000 in payments
received  associated  with  this  agreement  through  March  31,  2001.

On  January  12,  2000,  @POS.com  and  HP  VeriFone  entered  into  a  License,
Development  and  Distribution Agreement.  On April 12, 2000, as contemplated by
the agreement, @POS.com assigned certain of its rights and obligations under the
agreement  to  ReceiptCity.com  (since  renamed Crossvue), then a majority-owned
subsidiary  of the Company.  By letter of October 17, 2000, HP VeriFone provided
@POS.com  and  Crossvue  with notice that HP VeriFone believed that each of them
had  breached  certain  of  their  obligations under the agreement.  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 inventory
purchases.  @POS.com  has  advised  HP VeriFone that it does not believe that it
has breached the agreement and has alleged that the attempted termination of the
agreement  by  HP VeriFone has caused substantial damages to @POS.com.  @POS.com
and  HP  VeriFone  are  discussing  resolution  of this dispute, and @POS.com is
continuing  product  development  related  to  deliverables  specified  in  the
agreement, with the goal that @POS.com will cure the alleged breaches and revise
the  terms  and  conditions  of  the  original license agreement between the two
parties.  If  the  parties  fail  to  settle  this  dispute,  and if HP VeriFone
prevails  on  all  of its claims, @POS.com would have a liability to HP VeriFone
for  prepaid royalties, fees and inventory purchases totaling $1.2 million.  See
accompanying  Note  13 to the unaudited condensed financial statements regarding
Contingent  Liability.

In  February 2001, @POS.com entered into a non-exclusive worldwide Manufacturing
Distribution  and  Licensing  Agreement  with  ID  Tech.  Under  terms  of  the
agreement,  @POS.com will receive royalties upon the sale of iPOS TC, PW3100 and
PW1500 point-of-sale terminals manufactured by ID Tech.  The agreement grants to
ID  Tech  the  right  to  manufacture  the devices under their private label and
obligates  them to provide product warranties, engineering and technical support
and  third  party  manufacturing  services  to  other  @POS.com  licensees.


                                       14
<PAGE>
As  the  Company  continues to expand its business relationships, it anticipates
that  its  revenue  base  will  become increasingly diversified and will include
license  fees  derived  from  its  channel partners, product sales from OEMs and
merchants,  and  fees for professional services.  Cancellation or lack of orders
from any of these channel partners' customers, OEMs or merchants, termination of
licensing  agreements, inability to obtain new partners, as well as inability to
assist  its  partners  in  successfully developing new markets for the Company's
products could adversely impact the Company's financial condition and results of
operations.

RESULTS  OF  OPERATIONS

For  the  three months ended March 31, 2001, total revenues were $1.0 million, a
decline  of  $1.1 million, or 53% from the same period in the prior fiscal year.
Gross  profits  for the quarter were $424,000, a decrease of $60,000 or 12% from
the  gross  profits  of  a  year  ago.  Gross  margin  for  this period was 43%,
increasing  by  20  percentage  points over gross margin in the same period last
year.  Net  losses  for  the  quarter  were  $1.2  million or $(0.26) per share,
compared  to  net  losses  of  $3.5  million  or $(0.97) per share, for the same
three-month  period  in  fiscal  2000.

Revenues  exclude  a progress payment of $625,000 that the Company received from
HHP-Welch  Allyn  in  January  2001 for completing a portion of the deliverables
required  under  its new license agreement with HHP-Welch Allyn. As mentioned in
the  preceding  Overview  and Development section of this filing, under terms of
the  agreement  dated  December  29, 2000, @POS.com will receive a total of $2.5
million  in  return  for granting HHP-Welch Allyn a non-exclusive, worldwide and
perpetual  license  for  selected @POS.com products and technology. In addition,
HHP-Welch  Allyn  will  have  the  right  to modify the technology in return for
assuming  all technical and customer support obligations.  The $625,000 received
as  of  March 31, 2001 has been recorded as deferred revenues pending completion
of  remaining  deliverables  required  under the agreement and acceptance of the
deliverables  by  HHP-Welch  Allyn.  The  Company  anticipates  completing  the
remaining  deliverables  in  the  fourth  fiscal  quarter  of  2001.

For  the  nine  months  ended  March  31, 2001, total revenues were $3.9 million
compared  to  $5.8  million  in  the  same  period a year ago, a decline of $1.9
million, or 33%.  Gross profit was $2.6 million, increasing $1.0 million, or 64%
over  the  same  period  in  the previous year.  Gross margin for the nine-month
period  was  66%  compared  to 27% in the first nine months of fiscal 2000.  Net
losses  for  the  first  nine  months  of  the fiscal year were $3.3 million, or
$(0.73) per share, compared to net losses of $9.9 million, or $(3.35) per share,
for  the  same  period  last  year.

Gross margins for the nine months ended March 31, 2001 have improved over levels
experienced last year because of a significant decline in cost of revenues.  The
decline  in  cost  of  revenues  is  reflective  of a shift toward revenues from
license  fees,  for  which cost, as a percent of revenues is significantly lower
when  compared  to  direct  product sales.  Year-to-date, license fees were $2.3
million  and represent 59% of total revenues compared to $234,000 or 4% of total
revenues  for  the  same  period  last  year.

Net  losses  for  the  Company  have  declined  significantly in the most recent
quarter and nine months ending March 31, 2001 compared to the prior year in part
because  of  significant  reductions  in operating expenses and the exclusion of
Crossvue's  operating results effective August 16, 2000.  Operating expenses for
the  quarter  ended  March  31,  2001  totaled  $1.6 million, a decrease of $1.9
million,  or  54%, from the same period last year.  For the first nine months of
the  fiscal  year,  operating  expenses  were  $6.1 million, decreasing 44% when
compared to the same period last year.  The lower expenses primarily reflect the
impact  of  consolidating  Crossvue's  (formerly  ReceiptCity.com)  expenses  of
approximately  $891,000 only for the period 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 no longer
consolidates  the  results  of  Crossvue.  During  the two most recent quarters,
@POS.com's  operating  expenses  did  not  include  the  consolidated  impact of
Crossvue.


                                       15
<PAGE>
Salaries and other compensation related expenses of $3.0 million continued to be
the  largest  of the Company's expenses in the nine months ended March 31, 2001.
Other major expenses included outside services for engineering ($361,000), legal
fees  ($376,000),  and  rent  ($163,000).

Interest  and  other charges of $72,000 for the first nine months of fiscal 2001
were  down  by $636,000 or 90% from the year ago period due to lower borrowings.

For  the  nine  months  ended  March 31, 2001, the Company spent $2.3 million on
research  and  development which was $2.6 million less than in the prior period.
The  reduction  in  research  and  development  expenses  relates  primarily  to
activites  directed at development of Crossvues' services. @POS is continuing to
further  develop  its  products  and  technology.

LIQUIDITY  AND  CAPITAL  RESOURCES

During  the  nine months of fiscal 2001, the Company's operating activities used
approximately  $1.9 million compared to $3.2 million during the same period last
year.  Net  loss from operations (including adjustments to reflect the impact of
non-cash  charges),  together with the impact of deconsolidating Crossvue's cash
flow,  increases  in  other receivables, inventories, prepaid expenses and other
assets,  and  decreases in accrued and other current liabilities reduced cash by
approximately  $4.3 million. This outflow was partly offset by $2.4 million from
increases  in accounts payable, deferred revenues and other current liabilities,
and  from decreases in accounts receivable and other long term assets. Cash used
for  investment activities related to purchases of property, plant and equipment
worth $101,000. The Company financed its operations during the quarter primarily
through the collection of receivables and advance payments received from a large
customer.  In  addition, it financed its acquisition of office furniture through
leasing.

As  described  in  Note  2 to Condensed Financial Statements included in Part I,
Item  1  of this filing, Crossvue received $16.5 million on August 15, 2000 from
the  issuance  of  approximately  8.4 million shares of its Series B convertible
preferred  stock.  As  a  result  of  this financing, the Company's ownership of
Crossvue  decreased to 45% (35% after reflecting the exercise of all outstanding
options  and  warrants  to  purchase  shares  of  Crossvue  stock) of Crossvue's
outstanding  equity securities, and the Company ceased to consolidate Crossvue's
results  in  its  financial  statements  commencing  August  16,  2000.

The  Company  believes that current cash, investments, and future cash flows may
not  be  sufficient  to  support its current operating needs through the next 12
months  based  on  the current operations and its projected revenue growth.  The
Company is currently engaged in discussions with a variety of funding sources to
raise additional capital.   Terms under which the Company might be successful in
raising  capital  with  these  partners  have not been determined and may not be
favorable.    There  is  no  assurance  that  these  efforts will be successful.
Without  sufficient  capital  or if the Company is unsuccessful in achieving its
projected  revenue  growth, the Company would have to pursue alternative courses
of  action  including changing its current structure of operations and projected
spending  requirements  substantially, exploring alternative financing solutions
at  significantly  less favorable terms, selling assets or looking for merger or
new  strategic  partners.  If  the  Company  is  unable to generate the required
resources  its  ability  to  meet its obligations and to continue its operations
would  be  adversely  affected.

IMPACT  OF  CURRENCY  AND  INFLATION

The  Company  purchases  the  majority  of  its  materials  and services in U.S.
dollars,  and  most  of its foreign sales are transacted in U.S. dollars. During
the  first  half  of  fiscal year 2001, 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.


                                       16
<PAGE>
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:

LIMITED  LIQUIDITY  RESOURCES:  The  Company is currently engaged in discussions
with  a  variety  of  funding  sources to raise additional capital.  Terms under
which the Company might be successful in raising capital with these sources have
not  been determined and may not be favorable.  There is no assurance that these
efforts  will  be  successful.  Without  sufficient capital or if the Company is
unsuccessful  in  achieving its projected revenue growth, the Company would have
to pursue alternative courses of action including changing its current structure
of  operations  and  projected  spending  requirements  substantially, exploring
alternative  financing  solutions at significantly less favorable terms, selling
assets  or  looking  for  merger  or  new strategic partners.  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.

UNPREDICTABLE  AND FLUCTUATING OPERATING RESULTS: 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, including component
shortages  experienced  by  the  Company's  contract manufacturer, together with
other  risk  factors,  could lead to fluctuations in revenues and profits in any
particular  quarter.

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

DEPENDENCY ON LARGE CUSTOMERS: The Company currently relies upon HHP-Welch Allyn
for  a  significant  percentage of its revenues.  As disclosed in Note 10 to the
financial  statements  included  in  this filing, future revenues from HHP-Welch
Allyn  will  be  limited  under  terms  of the new agreement.  While the Company
continues  in  its  efforts  to expand its customer base, the Company's revenues
will  decrease  significantly if it is unable to develop other significant large
customers  as  a  source  of revenues.  Furthermore, there are no assurances the
company  will  be  successful  in  attracting  new  customers  or  partners.

CLAIMS  OF  INFRINGEMENT  ON  OTHERS'  PROPRIETARY  RIGHTS:  Like  the  Company,
competitors  in  the  point  of  sale  market place have sought to protect their
intellectual  property  rights   by  patent   and  other  intellectual  property
protection.  These  competitors  may  or  may  not  seek to aggressively seek to
enforce  these  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


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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   or  practicing  its
technology, including making, using or selling its products, any or all of which
could  harm  the  Company's  business.

SINGLE  COMPONENT  MANUFACTURER/SUPPLIERS:   The   Company   depends   on  other
manufacturers and suppliers for some of its products and certain components used
in  its  products.  The  components  it  obtains  from  other  manufacturers and
suppliers  are  only  available  from  a  limited  number  of  sources.  Certain
components  and  products  are  currently purchased from a single supplier. This
supplier  experienced  component shortages during this period and may experience
shortages  in  the future. The failure to obtain these products or components in
sufficient  quantity  and in a timely manner could adversely affect the Company.

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. Mr. Fernando, appointed as the Company's Chief Executive Officer
by  the  Company's  Board  of  Directors  on January 26, 2001, has served as the
Company's Chief Technical Officer since August 1998. 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.

PART  II:  OTHER  INFORMATION

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

The  annual meeting of stockholders of @POS.com, Inc. was held on March 27, 2001
for  the  purpose  of:

(1)  electing  two  directors  to the board of directors to serve until the 2001
annual  meeting  of  stockholders;
(2)  to  approve  an  amendment to the Company's 1996 Stock Plan to increase the
number  of  shares  available  for  grant  thereunder  from  2,950,000 shares to
3,450,000  shares;
(3)  to ratify the selection of Arthur Andersen LLP as the independent auditors;
and

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

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

Election  of  directors for a one-year term expiring at the 2001 annual meeting.

         NOMINEE               FOR           WITHHELD
---------------------      ------------     ----------
Matthew  C.  Graves           4,087,931         29,066
Llavanya  Fernando            4,089,134         27,863

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

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

To  approve an amendment to the Company's 1996 Stock Plan to increase the number
of  shares  available  for  grant  thereunder from 2,950,000 shares to 3,450,000
shares.

       FOR           AGAINST        ABSTAIN     BROKER  NON-VOTES
   ------------    -----------    ----------    -----------------
      1,730,659         35,419         3,496            2,347,423

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

The selection of Arthur Andersen LLP as the independent auditors was ratified by
the  following  vote:


                    FOR           AGAINST        ABSTAIN
                -------------   -----------     ----------
                  4,087,699        29,059          239


Item  6:  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)  Exhibits

          10.1  @POS.com  License  Agreement  With  ID  Tech

     (b)  Reports  on  Form  8-K

          None


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

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


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