<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
[X] FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________________ TO ___________________
COMMISSION FILE NUMBER _____________
ACCESSPOINT CORPORATION, INC.
----------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
NEVADA 33-0679477
----------------------------------------------- ---------------------------------------
(STATE OR OTHER JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
OR ORGANIZATION)
38 EXECUTIVE PARK, SUITE 350, IRVINE, CA 92614
----------------------------------------------- ---------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (949) 852-8526
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 [_]
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES
OF COMMON STOCK AS OF THE LATEST PRACTICABLE DATE.
Common stock, $0.001 par value 15,585,537
(CLASS) (OUTSTANDING AT JULY 31, 2000)
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE) YES [X] NO [_]
<PAGE>
ACCESSPOINT CORPORATION
FORM 10-QSB QUARTERLY REPORT
AS OF AND FOR THE SIX MONTHS ENDED, JUNE 30, 2000
TABLE OF CONTENTS
PART I. - FINANCIAL INFORMATION (SEE LICHTER, WEIL & ASSOCIATES REPORT)
Item 1. Consolidated Financial Statements
Consolidated Statements of Operations for the six months ended, June
30, 2000 and 1999
Consolidated Balance Sheets as of June 30, 2000 and December 31,
1999
Consolidated Statements of Cash Flows for the six months ended, June
30, 2000 and 1999
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
PART II. - OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
(SEE LICHTER, WEIL & ASSOCIATES REPORT)
ACCESSPOINT CORPORATION
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
(unaudited)
-------------- ---------------
Assets
-------------- ---------------
<S> <C> <C>
Current assets:
Cash................................................... $ $
Accounts receivable, less allowance for................
Prepaid expenses.......................................
Other current assets...................................
-------------- ---------------
Total current assets................................
Fixed assets, net /1/....................................
Other non-current assets.................................
-------------- ---------------
Total assets........................................
============== ===============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable.......................................
Accrued liabilities....................................
Current portion of long-term debt......................
Total other current liabilities........................
-------------- ---------------
Total current liabilities...........................
Long term liabilities....................................
-------------- ---------------
Total liabilities...................................
-------------- ---------------
Stockholder's equity:
Common stock, $0.001 par value:
Authorized shares, XX,XXX,XXX; Issued and
Outstanding shares, XX,XXX,XXX in 2000 and
XX,XXX,XXX in 1999...................................
Additional paid in capital...............................
Retained earnings (deficit)..............................
-------------- ---------------
Total shareholders' equity (deficit).................. -------------- ---------------
Total liabilities and stockholders' equity............ $ $
============== ===============
</TABLE>
See accompanying notes.
--------------------------------
/1/ Net accumulated depreciation of $XXX,XXX and $XXX,XXX as of June 30, 2000
and January 31, 2000, respectively.
<PAGE>
ACCESSPOINT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended, Six Months Ended,
June 30, June 30,
-------------------------------------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues................................... $ $ $ $
Cost of sales and services.................
--------------------------- -------------------------
Gross profit............................
Selling and marketing expense..............
General and administrative expense.........
Depreciation expense.......................
--------------------------- -------------------------
Profit (loss) from operations...........
Interest expense, net......................
Extraordinary expense......................
Income taxes paid..........................
--------------------------- -------------------------
Net income (loss)....................... $ $ $ $
--------------------------- -------------------------
Net income (loss) per common share:
Basic:................................ $ $ $ $
Diluted:.............................. $ $ $ $
Weighted average number of common shares:
Basic:................................ XX,XXX,XXX XX,XXX,XXX XX,XXX,XXX XX,XXX,XXX
Diluted:.............................. XX,XXX,XXX XX,XXX,XXX XX,XXX,XXX XX,XXX,XXX
</TABLE>
See accompanying notes.
<PAGE>
ACCESSPOINT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended,
June 30,
-----------------------------------------------
2000 1999
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)................................ $ $
Adjustments to reconcile net loss to net cash used
in operating activities...............................
Amortization.....................................
Depreciation of property and equipment...........
Decrease (Increase) in receivables...............
Decrease (Increase) in inventory.................
Decrease (Increase) in other receivables.........
Decrease (Increase) in other receivables.........
Decrease (Increase) in prepaid expenses..........
Decrease (Increase) in deposits..................
Decrease (Increase) in accounts payable and
accrued expenses......................................
Decrease (Increase) in deferred compensation.....
Decrease (Increase) in deferred revenue..........
Total adjustments................................ ---------------------- ----------------
Net cash (used in) operations....................
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of intangibles..........................
Purchase of furniture and equipment.............. ---------------------- ----------------
Net cash (used in) investing activities..........
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of debt.................................
Repayment of capital lease obligations...........
Payments of long term debt.......................
Sale of stock.................................... ---------------------- ----------------
Net cash provided by financing activities........ ---------------------- ----------------
Net change in cash and cash equivalents..........
Cash and cash equivalents at beginning of year... ---------------------- ----------------
Cash and cash equivalents at end of year......... ---------------------- ----------------
Supplemental cash flow disclosures:
Income tax payments.........................
Interest payments...........................
Non cash investing and financing............
Addition of equipment on capital leases....
</TABLE>
<PAGE>
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(SEE LICHTER, WEIL & ASSOCIATES REPORT)
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 10-QSB contains forward-looking statements in "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
elsewhere. These statements relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by
terminology such as "may", "will", "should", "expects", "plans", "anticipates",
"believes", "estimates", "predicts", "potential" or "continue" or the negative
of such terms or other comparable terminology. These statements are only
predictions and involve known and unknown risks, uncertainties and other
factors, including the risks outlined under "Factors That May Affect Future
Results and Market Price of Stock", that may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activities, performance or
achievements expressed or implied by such forward-looking statements.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Moreover, neither we nor any other person
assumes responsibility for the accuracy and completeness of such statements.
Comparison of Three Months Ended June 30, 2000 and 1999
Revenues. Revenues increased 203.9% to $755,852 for the three months ended,
June 30, 2000 from $248,718 for the comparable period of 1999. In May 2000, the
Company acquired Blacksun Graphics as a wholly owned subsidiary. The total
increase of $507,134 is a direct result of the Blacksun Graphics acquisition
coupled with increased marketing efforts in the development of wholesale sales
channels and master distributors, resulting in an increased customer base.
Gross Profit. Gross profit increased 208.3% to $713,124 for the three
months ended, June 30, 2000 from $231,319 for the comparable period of 1999. The
increase of $481,805 is consistent with the growth in revenues for the three
months ended June 30, 2000 from the comparable period of 1999. Gross margin
increased to 94.3% in the most recent period compared to 93.0% during the
comparable period of the prior year. With our current infrastructure, we
anticipated a slight increase in our gross margins given the increase in our
revenues. The Company expects its margins to remain consistent in the future.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased 402.6% to $1.6 million for the three months
ended, June 30, 2000 from $318,339 for the comparable period of 1999. The
increase of $1.3 million is primarily a result of the acquisitions of Processing
Source International (PSI) and Blacksun Graphics (BSG) as wholly-owned
subsidiaries in July 1999 and May 2000, respectively. In addition, we have
experienced increased levels of investment in systems and infrastructure
(including personnel) and product development in anticipation of growth within
our wholesale sales channels.
Interest Income and Other Expense. Interest income and other expense, net,
for the three months ended, June 30, 2000 was $28,886, as compared to $1,300 for
the three months ended, June 30, 1999. The increase of $27,586, in interest
income and other expense was primarily a result of increased interest expense
associated with additional capital leases.
Comparison of Six Months Ended June 30, 2000 and 1999
Revenues. Revenues increased 49.7% to $1,074,094 for the six months ended,
June 30, 2000 from $717,609 for the comparable period of 1999. In May 2000, the
Company acquired Blacksun Graphics as a wholly owned subsidiary, which accounted
for approximately $183,579 of revenue during the six months ended June 30, 2000.
The total increase of $356,485 is a direct result of the Blacksun Graphics
acquisition coupled with increased marketing efforts in the development of
wholesale sales channels and master distributors.
Gross Profit. Gross profit increased 53.3% to $976,311 for the six months
ended, June 30, 2000 from $636,933 for the comparable period of 1999. The
increase of $339,378 is consistent with the growth in revenues for the six
months ended June 30, 2000 from the comparable period of 1999. Gross margin
increased to 90.9% in the most recent period compared to
<PAGE>
88.8% during the comparable period of the prior year. With our current
infrastructure, we anticipated a slight increase in our gross margins given the
increase in our revenues. The Company expects its margins to remain consistent
in the future.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased 225.9% to $2.7 million for the six months
ended, June 30, 2000 from $830,873 for the comparable period of 1999. The
increase of $1.9 million is primarily a result of the acquisitions of Processing
Source International (PSI), and Blacksun Graphics (BSG) as wholly-owned
subsidiaries in July 1999 and May 2000, respectively. In addition, we made a
strategic decision in January 2000 to expand the operations of our subsidiary,
Processing Source International. This expansion included the opening of our
Chicago-based merchant underwriting facility, which includes 13 additional
personnel. In addition, we have experienced increased levels of investment in
systems and infrastructure (including personnel) and product development in
anticipation of growth within our wholesale sales channels
Interest Income and Other Expense. Interest income and other expense, net,
for the six months ended, June 30, 2000 was $396,364, as compared to $40,820 for
the six months ended, June 30, 1999. The increase of $355,544, in interest
income and other expense was a direct result from the write-off of bad debt on
aged accounts receivable.
Liquidity and Sources of Capital
Historically, we have funded operations and working capital needs from
operating cash flows and net cash proceeds through a series of private debt and
equity offerings, including Regulation D and Regulation S private placements and
loans. Cash and cash equivalents were $84,647 at June 30, 2000. Working capital
at June 30, 2000 was $(1.1) million.
Cash used in operating activities during the six months ended June 30, 2000
was $(1,805,359) compared to $(1,820,112) for the comparable period of the prior
year. The change of $14,753 was due primarily to the change in net income (loss)
of $(2.2) million. This is partially offset by the $347,889 decrease in accounts
receivable and a $77,876 increase in accounts payable.
Cash used in investing activities during the first six months of 2000 was
$374,576 compared to $28,844 for the comparable period of the prior year. The
change was due primarily to increased capital expenditures in 2000. The capital
expenditures consisted primarily of computer hardware needed for the continued
growth in the Company's technology initiatives, as well as furniture & fixtures
needed for the expansion of our processing and underwriting divisions.
Cash provided by financing activities during the six months ended June 30,
2000 was $2.2 million compared to $1.9 million for the comparable period of the
prior year. In the second quarter of 2000, we sold $1.2 million of common stock.
Without further equity offerings through private placements, we believe
that our cash, cash equivalents and short-term investments at June 30, 2000 will
not be sufficient to meet our liquidity needs over the next twelve months.
YEAR 2000 COMPLIANCE
At the date of this report, the passage into the year 2000 has occurred. To
date, we have not experienced any Y2K problems in our own systems. We are
continuing to carefully monitor our systems and communicating regularly with our
vendors and customers as to their view of the any potential impact. There can be
no assurance, however, that the Company will not experience unanticipated
negative consequences, including material costs caused by undetected errors or
defects in the technology used in its internal systems. If, in the future, it
comes to the Company's attention that certain of its services need modification
or certain of its third-party hardware and software are not year 2000 compliant,
then the Company will seek to make modifications to its systems. In such case,
the Company expects such modifications to be made on a timely basis and does not
believe that the cost of such modifications will have a material effect on its
operating results. There can be no assurance, however, that the Company will be
able to modify such products, services and systems in a timely and successful
manner to comply with the year 2000 requirements, which could have a material
adverse effect on its business and operating results.
<PAGE>
ACCESSPOINT CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
JUNE 30, 2000
TABLE OF CONTENTS
<TABLE>
<S> <C>
Independent Accountants' Report 2
Consolidated Balance Sheets - June 30, 2000 and December 31, 1999 3
Consolidated Statements of Operations for the Three months
and Six months ended June 30, 2000 and 1999 4
Consolidated Statements of Cash Flows for the Six months ended
June 30, 2000 and 1999 5
Consolidated Statements of Changes in Stockholders' Equity 6
Notes to Consolidated Financial Statements 7
</TABLE>
1
<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT
-------------------------------
To the Board of Directors
Accesspoint Corporation
Irvine, California
Members of the Board:
We have reviewed the accompanying consolidated balance sheets of Accesspoint
Corporation and its subsidiary ("the Company") as of June 30, 2000, and the
related consolidated statements of operations, changes in stockholders' equity,
and cash flows for the six months then ended, in accordance with Statements on
Standards for Accounting and Review Services issued by the American Institute of
Certified Public Accountants. All information included in these financial
statements is the representation of the management of the Company.
A review consists principally of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statement taken as
a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying financial statement in order for them to be in
conformity with generally accepted accounting principles.
The accompanying June 30, 1999 financial statements of the Company, are provided
for comparative purposes only, they were compiled by us in accordance with
Statements on Standards for Accounting and review Services issued by the
American Institute of Certified Public Accountants. A compilation is limited to
presenting in the form of financial statements information that is the
representation of management. We have not audited nor reviewed the June 30,
1999 financial statements and accordingly, do not express an opinion or any
other form of assurance on them.
July 18, 2000
Los Angeles, California
2
<PAGE>
ACCESSPOINT CORPORATION
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2000 AND DECEMBER 31, 1999
(unaudited)
ASSETS
--------
<TABLE>
<CAPTION>
JUNE 30 DECEMBER 31
2000 1999
------------------ ------------------
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 84,647 $ 54,348
Accounts receivable (net) 212,956 560,845
Inventory 30,913 14,007
Other receivables 4,931 731
Prepaid expenses 12,208 18,579
------------------ ------------------
Total Current Assets 345,654 648,510
------------------ ------------------
Fixed Assets
Furniture and equipment (net) 676,501 452,259
------------------ ------------------
Total Fixed Assets 676,501 452,259
------------------ ------------------
Other Assets
Deposits 180,807 29,856
Intangibles, net 0 2,481
------------------ ------------------
Total Other Assets 180,807 32,337
------------------ ------------------
Total Assets $1,202,962 $1,133,106
================== ==================
</TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<TABLE>
<CAPTION>
JUNE 30 DECEMBER 31
2000 1999
------------------ ------------------
<S> <C> <C>
Current Liabilities
Accounts payable and accrued expenses $ 723,822 $ 646,011
Deferred compensation 155,720 155,720
Deferred revenue 7,854 7,854
Current portion, capitalized leases 191,293 125,737
Current portion, notes payable 407,428 100,000
------------------ ------------------
Total Current Liabilities 1,486,117 1,035,322
Capital Lease obligations, net of current portion 268,326 278,925
Notes payable, net of current portion 359,688 100,000
------------------ ------------------
Total Liabilities 2,114,131 1,414,247
------------------ ------------------
Stockholders' Equity
Preferred Stock, $.001 par value, 5,000,000
share authorized, 0 issued and outstanding $ 0 $ 0
Common stock, $.001 par value, 25,000,000
shares authorized, 15,585,537 and 14,576,000
issued and outstanding, respectively 15,585 14,832
Additional paid in capital 3,902,738 2,315,265
Retained deficit (4,829,492) (2,611,238)
------------------ ------------------
Total Stockholders' Equity (911,169) (281,141)
------------------ ------------------
Total Liabilities and Stockholders' Equity $ 1,202,962 $ 1,133,106
================== ==================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
3
<PAGE>
ACCESSPOINT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended June 30 Six Months Ended June 30
2000 1999 2000 1999
------------------ ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Sales, net $ 755,852 $ 248,718 $ 1,074,094 $ 717,609
Cost of sales 42,727 17,399 97,783 80,676
------------------ ------------------ ------------------ ------------------
Gross profit 713,124 231,319 976,311 636,933
Selling expenses 44,732 20,364 89,891 216,901
General and administrative expenses 1,599,863 318,339 2,707,510 830,873
------------------ ------------------ ------------------ ------------------
Income (loss) from operations (931,471) (107,384) (1,821,090) (410,841)
------------------ ------------------ ------------------ ------------------
Other (Income) Expense
Interest income 1,024 0 (1,108) (2,803)
Interest expense 27,862 1,300 21,675 43,623
Bad Debts 0 0 375,797 0
------------------ ------------------ ------------------ ------------------
Total Other (Income) Expense 28,886 1,300 396,364 40,820
------------------ ------------------ ------------------ ------------------
Income (loss) before extraordinary
expense and income taxes (960,357) (108,684) (2,217,454) (451,660)
Extraordinary expense, net of income tax
effect of $0 Legal settlement 0 0 0 149,469
------------------ ------------------ ------------------ ------------------
Income (loss) before income taxes (960,357) (108,684) (2,217,454) (601,129)
Provison for income taxes 800 800 800 1,583
------------------ ------------------ ------------------ ------------------
Net income (loss) ($961,157) ($109,484) ($2,218,254) ($602,712)
================== ================== ================== ==================
Net loss per share (basic and diluted)
Basic ($0.06) ($0.01) ($0.14) ($0.04)
Diluted ($0.06) ($0.01) ($0.14) ($0.04)
Weighted average number of shares
Basic 15,585,537 14,576,000 15,585,537 14,576,000
Diluted 15,585,537 14,576,000 15,585,537 14,576,000
Extraordinary expense per share
Basic $ 0.00 $ 0.00 $ 0.00 $ 0.01
Diluted $ 0.00 $ 0.00 $ 0.00 $ 0.00
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
4
<PAGE>
ACCESSPOINT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(unaudited)
<TABLE>
<CAPTION>
2000 1999
------------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss) ($2,218,254) ($1,834,845)
Adjustments to reconcile net loss to net cash
used in operating activities:
Amortization 132 501
Depreciation 150,203 160,568
Decrease (Increase) in receivables 347,889 (490,335)
Decrease (Increase) in inventory (16,906) (10,728)
Decrease (Increase) in other receivables (4,200) (731)
Decrease (Increase) in prepaid expenses 6,371 (18,579)
Decrease (Increase) in deposits (150,951) (22,960)
Decrease (Increase) in intangibles 2,481 0
(Decrease) Increase in accounts payable
and accrued expenses 77,876 440,084
(Decrease) Increase in deferred compensation 0 (45,436)
(Decrease) Increase in deferred revenue 0 2,349
------------- ------------
Total Adjustments 412,895 14,733
------------- ------------
Net cash used in operations ($1,805,359) ($1,820,112)
------------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of intangibles 0 (2,597)
Purchase of furniture and equipment (374,576) (26,247)
------------- ------------
Net cash used in investing activities (374,576) (28,844)
------------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of debt 622,073 100,000
Payments on capital leases, net 0 (102,781)
Payments on long term debt 0 (162,000)
Sale of stock 1,588,161 2,060,799
------------- ------------
Net cash provided by financing activities 2,210,234 1,896,019
------------- ------------
Net change in cash and cash equivalents 30,299 47,064
------------- ------------
Cash and cash equivalents at beginning of year 54,348 7,284
------------- ------------
Cash and cash equivalents at end of year $ 84,647 $ 54,348
============= ============
Supplemental cash flows disclosures:
Income tax payments $ 800 $ 1,600
------------- ------------
Interest payments ($21,675) $ 80,346
------------- ------------
Non cash investing and financing
Addition of equipment on capital leases $ 147,079 $ 359,822
------------- ------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
5
<PAGE>
ACCESSPOINT CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
SIX MONTHS ENDED JUNE 30, 2000 AND DECEMBER 31, 1999
(unaudited)
<TABLE>
<CAPTION>
JUNE 30 DECEMBER 31
2000 1999
------------ ------------
<S> <C> <C>
Retained (deficits)
Balance at beginning of period ($2,611,238) ($776,393)
Net income (loss) (2,218,254) (1,834,845)
------------ ------------
Balance at end of period (4,829,492) (2,611,238)
------------ ------------
Preferred Stock, par value $.001 (thousand of shares)
Balance at beginning of period 0 0
Preferred Stock Issued 0 0
------------ ------------
Balance at end of period 0 0
------------ ------------
Common stock, par value $.001 (thousands of shares)
Balance at beginning of period 14,832 14,576
Common stock issued in acquisitions 65 0
Common stock issued 688 256
------------ ------------
Balance at end of period 15,585 14,832
------------ ------------
Additional paid in capital
Balance at beginning of period 2,315,265 292,176
Sale of common stock 1,587,473 2,023,089
------------ ------------
Balance at end of period 3,902,738 2,315,265
------------ ------------
Total stockholders' equity at end of period ($911,169) ($281,141)
============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
6
<PAGE>
ACCESSPOINT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2000
Note A - Nature of Activities
--------------------
Incorporated in the State of Nevada, Accesspoint Corporation ("the
Company") is a "C" Corporation as organized under the Internal Revenue
Code. Accesspoint Corporation was founded in 1995 and provides managed
Internet based solutions for servicing the physical (in store) and virtual
(Internet) sides of each business with solutions for secure payment
processing, credit verification, identity verification, risk management, e-
commerce and e-marketing services to thousands of merchants worldwide. The
company is a player among an emerging new breed of service companies called
Application Service Providers (ASP).
The Company focuses on providing turnkey electronic commerce (e-commerce)
services to small and midsize business. As a result, the Company developed
Merchant Manager(C), an e-commerce and merchant banking solution for small
businesses seeking to engage in business-to-business and business-to-
consumer e-commerce. The Company also developed Transaction Manager(C) for
small and midsize businesses who need transaction processing capabilities.
The Companys' subsidiary, Processing Source International, has established
in-house processing divisions in Chicago, IL complete with merchant account
underwriting and risk management capabilities. By providing credit card
settlement services as a member processor in the Visa/MasterCard network,
Processing Source generates revenues on the margins that exist between the
buy and sell rates for underwriting these transactions. This new division
will have the capacity to provide merchant account underwriting services to
hundreds of sales groups across the country, who offer merchant banking
services to nearly 10,000,000 small to medium enterprises throughout
America.
7
<PAGE>
ACCESSPOINT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SIX MONTHS ENDED JUNE 30, 2000
Note B - Summary of Significant Accounting Policies
------------------------------------------
Unaudited Interim Financial Information
---------------------------------------
The accompanying financial statements have been prepared by Accesspoint
Corporation, ("Accesspoint" or the "Company") pursuant to the rules and
regulations of the Securities and Exchange Commission (the "SEC") Form 10-
QSB and Item 310 of regulation S-B, and generally accepted accounting
principles for interim financial reporting. These financial statements are
unaudited and, in the opinion of management, include all adjustments
(consisting of normal recurring adjustment and accruals) necessary for a
fair presentation of the balance sheets, operating results, and cash flows
for the periods presented. Operating results for the three-month and six-
month periods ended June 30, 2000 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2000, or any
future period, due to seasonal and other factors. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting policies have been omitted in
accordance with the rules and regulations of the SEC. These financial
statement should be read in conjunction with the audited financial
statements, and accompanying notes, included in the Company's Annual Report
for the year ended December 31, 1999.
Revenue Recognition
-------------------
The Company recognizes revenue from; licensure of its software products,
providing Internet access, hosting of Internet web sites, leasing of credit
card equipment, commissions on the sale of credit card processing services
and transaction fees related to the use of its software and credit card
processing products.
Revenue from software and hardware sales and services are recognized as
products are shipped, downloaded, or used.
The Company reports income and expenses on the accrual basis for both
financial and income tax reporting purposes.
Principles of Consolidation
---------------------------
The consolidated financial statements include the accounts of J.S.J.
Capital III, Inc., Yamahamas, Inc. (subsequently renamed Accesspoint
Corporation), Accesspoint Corporation, Inc. (subsequently dissolved), Black
Sun Graphics and its wholly owned subsidiary Processing Source
International ("PSI"). All material and immaterial intercompany accounts
and transactions have been eliminated in consolidation.
8
<PAGE>
ACCESSPOINT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SIX MONTHS ENDED JUNE 30, 2000
Note B - Summary of Significant Accounting Policies (continued)
------------------------------------------------------
Risks and Uncertainties
-----------------------
The Company is subject to substantial risks from, among other things,
intense competition in the Internet industry in general and the provisions
of Internet access specifically, other risks associated with the Internet
industry, financing, liquidity requirements, rapidly changing technology,
limited operating history, and the volatility of public markets.
Estimates
---------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates. Significant estimates include collectibility of accounts
receivable, accounts payable, sales returns and recoverability of long-term
assets.
Allowance for Doubtful Accounts
-------------------------------
The Company has made an allowance for doubtful accounts for trade
receivables.
Fixed Assets
------------
Property and equipment are stated at cost less accumulated depreciation.
Depreciation is provided on the straight-line method over the estimated
useful lives of the assets, or the remaining term of the lease, as follows:
Furniture and Fixtures 5 years
Equipment 5 years
Hardware and Software 3 years
Inventory
---------
Inventory is valued at the lower of cost or market; cost is determined on
the weighted average method. As of June 30, 2000, inventory consisted only
of finished goods.
9
<PAGE>
ACCESSPOINT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SIX MONTHS ENDED JUNE 30, 2000
Note B - Summary of Significant Accounting Policies (continued)
------------------------------------------------------
Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid investments purchased with initial
maturities of three months or less to be cash equivalents.
Concentration of Credit Risk
----------------------------
Financial instruments, which subject the Company to credit risk, consist
primarily of cash equivalents and trade accounts receivable. Concentration
of credit risk with respect to trade accounts receivable are generally
diversified to the large number of entities comprising the Company's
customer base and their geographic dispersion. The Company actively
evaluates the creditworthiness of the customers with which it conducts
business.
Advertising
-----------
Advertising costs are expensed in the year incurred.
Loss Per Share
--------------
Loss per share is based on the weighted average number of shares of common
stock and common stock equivalents outstanding during each period. Earnings
per share are computed using the treasury stock method. The options to
purchase common shares are considered to be outstanding for all periods
presented but are not calculated as part of the earnings per share.
Stock-based Compensation
------------------------
The Company accounts for stock-based employee compensation arrangements in
accordance with the provisions of Accounting Principles Board Opinion
("APB") No. 25, "Accounting for Stock Issued to Employees," and complies
with the disclosure provisions of Statement of Financial Accounting
Standards ("SFAS") 123, "Accounting for Stock-Based Compensation." Under
APB 25, compensation cost is recognized over the vesting period based on
the difference, if any, on the date of grant between the fair value of the
Company's stock and the amount an employee must pay to acquire the stock.
Impairment of Long-Lived Assets
-------------------------------
The Company evaluates long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying value of an asset may
not be recoverable. If the estimated future cash flows (undiscounted and
without interest charges) from the use of an asset are less than the
carrying value, a write-down would be recorded to reduce the related asset
to its estimated fair value. There have been no such impairments to date.
10
<PAGE>
ACCESSPOINT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SIX MONTHS ENDED JUNE 30, 2000
Note B - Summary of Significant Accounting Policies (continued)
------------------------------------------------------
New Accounting Pronouncements
-----------------------------
In March 2000, the Emerging Issues Task Force (EITF) of the Financial
Accounting Standards Board (FASB) reached a consensus on EITF Issues 00-2,
"Accounting for Web-Site Development Costs." This consensus provides
guidance on what types of costs incurred to develop Web sites should be
capitalized or expensed. The consensus is effective for Web site
development costs incurred for fiscal quarter beginning after June 30,
2000. The Company does not expect the adoption of this consensus to have a
material impact on its financial position or results of operations.
In March 2000, the Financial Accounting Standards Board issued FASB
Interpretation (FIN) No. 44, "Accounting for Certain Transactions
Involving Stock Compensation." FIN 44 clarifies the application of
Accounting Principles Board (APB) No. 25 for certain issues relating to
stock compensation. FIN 44 is effective July 1, 2000, but certain
conclusions in it cover specific events that occur after either December
15, 1998 or January 12, 2000. To the extent that FIN 44 cover events
occurring during the period after December 15, 1998 or January 12, 2000,
but before the effective date of July 1, 2000 the effects of applying FIN
44 are recognized on a prospective basis from July 1, 2000. The Company
does not expect FIN 44 to have a material effect on its financial position
or results of operations.
In May 2000, the EITF reached a consensus on EITF Issue 00-14, "Accounting
for Certain Sales Incentives." This consensus provides guidance on the
recognition, measurement, and income statement classification for sales
incentives offered voluntarily by a vendor without charge to customers that
can be used in, or that are exercisable by a customer as a result of a
single exchange transaction. This consensus must be adopted no later than
October 1, 2000. The Company does not expect that adoption of this
consensus to have a material impact on its financial position or results of
its operations.
11
<PAGE>
ACCESSPOINT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SIX MONTHS ENDED JUNE 30, 2000
Note B - Summary of Significant Accounting Policies (continued)
------------------------------------------------------
New Accounting Pronouncements
-----------------------------
In July 2000, the EITF reached a consensus on EITF Issue 00-10, "Accounting
for Shipping and Handling Fees and Costs." This consensus requires that
all amounts billed to a customer in a sale transaction related to shipping
and handling, if any, represent revenue and should be classified as
revenue. The Company already classifies shipping charges to customers as
revenue. The EITF did not reach consensus with respect to the
classification of costs related to shipping and handling incurred by the
seller. The Company classifies inbound and outbound shipping costs and the
cost of tangible supplies used to package product for shipment to customers
as cost of sales. The Company does not currently impose separate handling
charges on customers and classifies costs incurred in operating and
staffing distribution and customer service centers (including costs
attributable to receiving, inspecting and warehousing inventories; picking
packaging and preparing customers' order for shipment and responding to
inquiries from customer) and credit card fees as general and administrative
expense.
Note C - Business Combinations
---------------------
In April 2000 the Company completed the acquisition by JSJ Capital III,
Inc. (a Nevada Corporation), with Accesspoint as the surviving corporation.
The separate existence of JSJ Capital III ceased as of the date of
completion of the acquisition. All issued and outstanding shares of JSJ
Capital III were converted into the right to receive shares of Accesspoint
upon completion of the acquisition. The transaction has been accounted for
as a reverse acquisition. The transaction is a merger of a public
nonreporting operating company (old Accesspoint) into a non-operating
reporting public shell corporation with nominal assets. The owners of
Accesspoint obtained operating control of the combined company after the
transaction. This transaction has been recorded as a capital transaction,
rather than a business combination, equivalent to the issuance of stock by
the public nonreporting company for the net monetary assets of the shell
corporation, accompanied by a recapitalization. The accounting is identical
to that resulting from a reverse acquisition, except that no goodwill or
other intangible has been recorded.
In May 2000 the Company completed the acquisition of Black Sun Graphics,
Inc. (a California corporation), and accordingly, the operating results of
the acquired company have been included in the accompanying condensed
consolidated financial statements since the date of acquisition. The
aggregate purchase price of this acquisition was approximately $350,000,
comprised of 70,000 shares in restricted common stock. Goodwill is being
amortized over periods not exceeding forty years. As a result of the nature
of the assets and liabilities of the business acquired, there were no
material identifiable intangible assets.
12
<PAGE>
ACCESSPOINT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SIX MONTHS ENDED JUNE 30, 2000
Note D - Cash
----
The Company maintains its cash balances at banks located in Anaheim,
California, San Diego, California and Omaha, Nebraska. The balances are
insured by the Federal Deposit Insurance Corporation up to $100,000. As of
June 30, 2000, there was no uninsured portion of the balances held at the
banks.
Note E - Fixed Assets
------------
Fixed assets consist of the following:
<TABLE>
<S> <C>
Furniture and fixtures $ 63,364
Leasehold improvements 28,541
Office equipment 226,274
Computer hardware and software 852,985
----------
1,171,164
Accumulated depreciation and amortization (494,662)
----------
Total $ 676,502
==========
</TABLE>
At June 30, 2000 included in fixed assets are costs of $699,314 of assets
recorded under capital leases.
For the six months ended June 30, 2000, included in accumulated
depreciation is $190,408 recorded on assets under capital leases.
Note F- Commitments and Contingencies
-----------------------------
Capital Leases - The Company leases certain machinery and equipment under
capital leases. Future minimum rental payments, under capital leases are:
<TABLE>
<S> <C>
2001 $278,670
2002 265,120
2003 144,882
2004 and thereafter 14,866
</TABLE>
13
<PAGE>
ACCESSPOINT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SIX MONTHS ENDED JUNE 30, 2000
Note F- Commitments and Contingencies (continued)
-----------------------------------------
Operating Leases - The Company leases certain of its facilities and
equipment under non-cancelable operating leases. Future minimum rental
payments, under leases that have initial or remaining non-cancelable lease
terms in excess of one year are:
<TABLE>
<S> <C>
2000 $350,711
2001 73,142
2002 34,158
2003 29,145
2004 340
</TABLE>
Rent expense for the six months ended June 30, 2000 was $173,178.
Note I - Debt
----
As of June 30, 2000, the Company had notes payable outstanding in the
aggregate amount of $359,688. Payable to a corporation, 5% per annum, Due
April 2002
Note J - Compensated Absences
--------------------
The Company has a multi-tier vacation leave policy. Executive employees
earn annual vacation leave at the rate of fifteen (15) days per year,
accrued biweekly. Management employees earn annual vacation leave at the
rate of ten (10) days per year, accrued biweekly. Line employees earn
annual vacation leave at the rate of five (5) days per year, accrued
biweekly. At termination, employees are paid for any accumulated annual
vacation leave. As of June 30, 2000 the vacation liability totaled
$37,888.
Note K - Subsequent Events
-----------------
Subsequent to the six months ended June 30, 2000, the Company received a
loan from a shareholder in the amount $50,000, 8% per annum, due on demand,
to be used for general operating purposes.
Subsequent to the six months ended June 30, 2000, the Company received a
loan from a corporation in the amount of $16,500, 8% per annum, due on
demand, to be used for general operating purposes.
Subsequent to the six months ended June 30, 2000, the Company received a
loan from a corporation in the amount of $25,000, 8% per annum, due on
demand, to be used for general operating purposes.
14
<PAGE>
ACCESSPOINT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SIX MONTHS ENDED JUNE 30, 2000
Note L - Related Party Transactions
--------------------------
Throughout the history of the Company, certain members of the Board of
Directors, members of the immediate family of management, and general
management have made loans to the Company to cover operating expenses or
operating deficiencies.
Note M - Income Taxes
------------
Total Federal and State income tax expense for the six months ended June
30, 2000 is $800. This represents the minimum annual tax liability under
California tax code. No future benefit for the realization of an operating
loss carry-forward, in the form of an asset, has been recognized due to the
ongoing nature of the losses and the potential inability for the Company to
ever realize their benefit. For the six months ended June 30, 2000, there
is no difference between the federal statutory tax rate and the effective
tax rate. At June 30, 2000 the Company had available net operating loss
carry- forwards of $1,792,600 respectively, after adjusting for limitation,
to be offset against future taxable income. The operating loss carry
forwards will expire at various dates through the year 2015.
Note N - Segment Reporting
-----------------
The Company adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information," in 1998. As previously reported, the
Company does not meet the threshhold limit for segment reporting.
15
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities and Use of Proceeds
On April 4, 2000 we sold 27,000 shares of common voting stock to Edmund
Faison, Jr., an individual. The shares were sold at a price of $5.00 per share
for a total purchase price of $135,000.00. We did not publicly offer any
securities and no underwriter was utilized and we did not pay any finder's fees,
discounts or commissions in connection with the above offer and sale. The offer
and sale was exempt pursuant to Section 4(2) of the Act, Regulation D
promulgated there under, and pursuant to Section 25102(f) of the California
Corporations Code. Mr. Faison acquired the shares for his own account for
investment with no then present intention of dividing his interest with others
or of reselling or otherwise disposing of all or any portion of the shares. The
shares were purchased in a private transaction, which was not part of a
distribution of the shares. We, or our officers or directors or our or their
affiliates or representatives, had a pre-existing personal or business
relationship with Mr. Faison.
On April 15, 2000 the we sold 300,000 shares of common voting stock to
Starlight International Holdings Limited ("Starlight"). The shares were sold at
a price of $3.50 per share for a total purchase price of $1,050,000.00. We did
not publicly offer any securities and no underwriter was utilized. We paid a
finder's fee of $42,000.00 and a commission of $63,000.00 in connection with the
above sale. We issued a total of 20,000 warrants for the purchase of our common
stock in conjunction with the sale, as discussed below (4,000 warrants to
Pacific Continental Securities Corporation, 8,000 Warrants to Paul T. Chan and
8,000 Warrants to Norman C. Kristoff). We paid no other finder's fees, discounts
or commissions in connection with the above offer and sale. The offer and sale
was exempt pursuant to Regulation S because Starlight is a non U.S. company and
neither Starlight nor any person or entity for whom Starlight was acting as
fiduciary is a U.S. person. Further, the above offer and sale was made in an
offshore transaction and there were no directed selling efforts in the United
States in connection with the above offer and sale.
On May 1, 2000 (and made effective for valuation purposes as of April 7,
2000) we entered into an agreement with Black Sun Graphics, Inc. a California
corporation ("BSG"), whereby we acquired all of the outstanding shares of BSG in
exchange for 70,000 shares of our common voting stock. The total purchase price
for the BSG shares was deemed to be $350,000.00. For purposes of this
transaction, our shares were valued at $5.00 per share. We did not publicly
offer any securities and no underwriter was utilized and we paid no finder's
fees, discounts or commissions in connection with the above offer and sale. The
offer and sale was exempt pursuant to Section 4(2) of the Act, Regulation D
promulgated there under, and pursuant to Section 25102(f) of the California
Corporations Code. The shareholders of BSG acquired our shares for their own
account for investment with no then present intention of dividing their
interests with others or of reselling or otherwise disposing of all or any
portion of the shares. The shares were purchased in a private transaction, which
was not part of a distribution of the shares. We, or our officers or directors
or our or their affiliates or representatives, had a pre-existing personal or
business relationship with the shareholders of BSG.
On May 2, 2000 we issued to Bas Mulder 3,400 options to purchase our common
stock at an exercise price of $4.75 per share. On the same date we also issued
2,000 options to Richard Calkins, 1,900 options to Brad Martin, 1,280 options to
Jeffrey S. Robinson and 1,280 options to Arturo Leon, all at an exercise price
of $4.75 per share. The options were issued as employee incentive awards under
our 1999 Stock Incentive Plan. We did not publicly offer any securities and no
underwriter was utilized and we paid no finder's fees, discounts or commissions
in connection with the above issuance. The issuance was exempt pursuant to
Section 4(2) of the Act, Regulation D promulgated there under, and pursuant to
Section 25102(f) of the California Corporations Code. The above persons acquired
the options for their own account for investment with no then present intention
of dividing their interests with others or of reselling or otherwise disposing
of all or any portion of the options. The options were issued in a private
transaction, which was not part of a distribution of options or shares. We, or
our officers or directors or our or their affiliates or representatives, had a
pre-existing personal or business relationship with the above persons.
We issued 5,000 shares of common voting stock to Lincoln Trust Co, Cust FBO
& Scott Deitler, 5,000 shares of common voting stock to James Toot, and 5,000
shares of common voting stock to Jeff Ploen, on May 5, 2000. The above shares
were issued as part of the purchase price for the shares of J.S.J. Capital III,
Inc. The issuance resulted in no proceeds to us. We did not publicly offer any
securities and no underwriter was utilized and we did not pay any finder's fees,
discounts
<PAGE>
or commissions in connection with the above offer and sale. The offer and sale
was exempt pursuant to Section 4(2) of the Act, Regulation D promulgated there
under, and pursuant to Section 25102(f) of the California Corporations Code. The
above persons acquired the shares for their own account for investment with no
then present intention of dividing their interest with others or of reselling or
otherwise disposing of all or any portion of the shares. The shares were
purchased in a private transaction, which was not part of a distribution of the
shares.
On May 16, 2000, in conjunction with the sale of shares to Starlight, we
issued 4,000 warrants for the purchase our common stock to Pacific Continental
at an exercise price of $6.00 per share. The warrants may be exercised at any
time from the date of issuance until May 16, 2005. We did not publicly offer any
securities and no underwriter was utilized and we paid no finder's fees,
discounts or commissions in connection with the above issuance. The issuance was
exempt pursuant to Section 4(2) of the Act, Regulation D promulgated there
under, and pursuant to Section 25102(f) of the California Corporations Code.
Pacific Continental acquired the warrants for its own account for investment
with no then present intention of dividing its interest with others or of
reselling or otherwise disposing of all or any portion of the warrants. The
warrants were issued in a private transaction, which was not part of a
distribution of warrants or shares. We, or our officers or directors or our or
their affiliates or representatives, had a pre-existing personal or business
relationship with Pacific Continental.
On May 16, 2000, in conjunction with the sale of shares to Starlight, we
issued 8,000 warrants for the purchase our common stock to Paul T. Chan at an
exercise price of $6.00 per share. The warrants may be exercised at any time
from the date of issuance until May 16, 2005. We did not publicly offer any
securities and no underwriter was utilized and we paid no finder's fees,
discounts or commissions in connection with the above issuance. The issuance was
exempt pursuant to Section 4(2) of the Act, Regulation D promulgated there
under, and pursuant to Section 25102(f) of the California Corporations Code. Mr.
Chan acquired the warrants for his own account for investment with no then
present intention of dividing his interest with others or of reselling or
otherwise disposing of all or any portion of the warrants. The warrants were
issued in a private transaction, which was not part of a distribution of
warrants or shares. We, or our officers or directors or our or their affiliates
or representatives, had a pre-existing personal or business relationship with
Mr. Chan.
On May 16, 2000, in conjunction with the sale of shares to Starlight, we
issued 8,000 warrants for the purchase our common stock to Norman C. Kristoff at
an exercise price of $6.00 per share. The warrants may be exercised at any time
from the date of issuance until May 16, 2005. We did not publicly offer any
securities and no underwriter was utilized and we paid no finder's fees,
discounts or commissions in connection with the above issuance. The issuance was
exempt pursuant to Section 4(2) of the Act, Regulation D promulgated there
under, and pursuant to Section 25102(f) of the California Corporations Code. Mr.
Kristoff acquired the warrants for his own account for investment with no then
present intention of dividing his interest with others or of reselling or
otherwise disposing of all or any portion of the warrants. The warrants were
issued in a private transaction, which was not part of a distribution of
warrants or shares. We, or our officers or directors or our or their affiliates
or representatives, had a pre-existing personal or business relationship with
Mr. Kristoff.
<PAGE>
Item 3. Defaults upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K
The following Exhibits are incorporated herein by reference or are filed with
this report as indicated below.
(a) Exhibits:
1.1 * Edmund Faison, Jr. Stock Purchase Agreement
1.2 * Starlight International Holdings, Ltd. Stock Purchase
Agreement
1.3 * Black Sun Graphics, Inc. Plan and Agreement of
Reorganization
1.4 * Option to Purchase Common Stock of Accesspoint Corporation -
Bas Mulder
1.5 * Option to Purchase Common Stock of Accesspoint Corporation -
Richard Calkins
1.6 * Option to Purchase Common Stock of Accesspoint Corporation -
Brad Martin
1.7 * Option to Purchase Common Stock of Accesspoint Corporation -
Jeffrey S. Robinson
1.8 * Option to Purchase Common Stock of Accesspoint Corporation -
Arturo Leon
1.9 * Warrant to Purchase Common Stock of Accesspoint
Corporation - Pacific Continental Securities Corporation
1.10 * Warrant to Purchase Common Stock of Accesspoint
Corporation - Paul T. Chan
1.11 * Warrant to Purchase Common Stock of Accesspoint
Corporation - Norman C. Kristoff
(b) We filed a report on Form 8-K/A on April 17, 2000 (Commission File
No. 000-29217) which included Consolidated Financial Statements for
the years ended December 31, 1999 and 1998. The Form 8-K/A
contained items reported pertaining to acquisition or disposition
of assets. Exhibits on Form 8-K:
10.1 ** Articles of Merger of Accesspoint Corporation and J.S.J.
Capital III, Inc.
10.2 ** Agreement and Plan of Merger between Accesspoint
Corporation and J.S.J. Capital III, Inc.
* Attached to this Form 10-QSB.
** Incorporated by reference to the similarly numbered exhibit to the
Current Report on Form 8-K/A filed by us on April 17, 2000 (Commission
File No. 000-29217).
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ACCESSPOINT CORPORATION
Dated: August 17, 2000 By: /s/ Tom M. Djokovich
-----------------------------------
Tom M. Djokovich,
Chairman of the Board and
Chief Executive Officer
By: /s/ James W. Bentley
-----------------------------------
James W. Bentley,
President
