<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: SEPTEMBER 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)
Nevada 33-0679477
--------------------------------- ---------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
38 Executive Park, Suite 350, Irvine, CA 92614
----------------------------------------- ---------------
(Address of Principal Executive Offices) (Zip Code)
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 16,411,638
(Class) (Outstanding at OCTOBER 31, 2000)
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE) YES /X/ NO / /
Page 1 of 22
<PAGE>
ACCESSPOINT CORPORATION
FORM 10-QSB QUARTERLY REPORT
AS OF AND FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000
TABLE OF CONTENTS
PART I. - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Statements of Operations for the three and nine months
ended, September 30, 2000 and 1999
Consolidated Balance Sheets as of September 30, 2000 and December
31, 1999
Consolidated Statements of Cash Flows for the nine months
ended September 30, 2000 and year ended December 31, 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 2 of 22
<PAGE>
[LETTERHEAD OF LICHTER, WEIL & ASSOCIATES]
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 subsidiaries ("the Company") as of September 30, 2000, and
the related consolidated statements of operations, changes in stockholders'
equity, and cash flows for the nine 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 September 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 September 30,
1999 financial statements and accordingly, do not express an opinion or any
other form of assurance on them.
/s/ Lichter, Weil & Associates]
------------------------------
November 9, 2000
Los Angeles, California
Page 3 of 22
<PAGE>
ACCESSPOINT CORPORATION
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
(unaudited)
<TABLE>
<CAPTION>
ASSETS
------
SEPTEMBER 30 DECEMBER 31
2000 1999
------------ -----------
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 10,762 $ 54,348
Accounts receivable (net) 298,521 560,845
Inventory 13,194 14,007
Other receivables 5,462 731
Prepaid expenses 31,644 18,579
------------ -----------
Total Current Assets 359,583 648,510
------------ -----------
Fixed Assets
Furniture and equipment (net) 704,411 452,259
------------ -----------
Total Fixed Assets 704,411 452,259
------------ -----------
Other Assets
Deposits 181,107 29,856
Intangibles, net 0 2,481
------------ -----------
Total Other Assets 181,107 32,337
------------ -----------
Total Assets $ 1,245,101 $1,133,106
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
SEPTEMBER 30 DECEMBER 31
2000 1999
------------ -----------
Current Liabilities
Accounts payable and accrued expenses $ 967,666 $ 646,011
Accrued payroll tax liabilities 628,570 $ 0
Deferred compensation 155,720 155,720
Deferred revenue 0 7,854
Current portion, capitalized leases 196,961 125,737
Current portion, notes payable 200,000 100,000
------------ -----------
Total Current Liabilities 2,148,917 1,035,322
Capital Lease obligations, net of current portion 312,417 278,925
Notes payable, net of current portion 247,188 100,000
------------ -----------
Total Liabilities 2,708,521 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, 16,357,527 and 14,832,000
issued and outstanding, respectively 16,358 14,832
Additional paid in capital 4,990,899 2,315,265
Retained deficit (6,470,678) 2,611,238)
------------ -----------
Total Stockholders' Equity (1,463,421) (281,141)
------------ -----------
Total Liabilities and Stockholders' Equity $ 1,245,101 $1,133,106
============ ===========
</TABLE>
Page 4 of 22
<PAGE>
ACCESSPOINT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended September 30 Nine Months Ended September 30
2000 1999 2000 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Sales, net $ 630,124 $ 736,128 $ 1,682,668 $ 1,764,578
Cost of sales 97,526 76,151 187,703 176,792
------------- ------------- ------------- -------------
Gross profit 532,598 659,977 1,494,965 1,587,786
Selling expenses 105,217 243,563 200,155 464,665
General and administrative expenses 1,986,116 843,772 4,593,092 1,911,237
------------- ------------- ------------- -------------
Income (loss) from operations (1,558,735) (427,358) (3,298,282) (788,116)
------------- ------------- ------------- -------------
Other (Income) Expense
Interest income (13) (4,923) (1,131) (7,726)
Interest expense 36,237 18,290 96,935 62,553
Penalties 148,222 0 186,851 3,762
Bad Debts (98,894) 0 276,903 0
------------- ------------- ------------- -------------
Total Other (Income) Expense 85,552 13,367 559,558 58,589
------------- ------------- ------------- -------------
Income (loss) before extraordinary
expense and income taxes (1,644,287) (440,725) (3,857,840) (846,705)
Extraordinary expense, net of income tax effect $0
Legal settlement 0 6,514 0 155,983
------------- ------------- ------------- -------------
Income (loss) before income taxes (1,644,287) (447,239) (3,857,840) (1,002,688)
Provison for income taxes 800 800 1,600 4,499
------------- ------------- ------------- -------------
Net income (loss) ($1,645,087) ($448,039) ($3,859,440) ($1,007,187)
============= ============= ============= =============
Net loss per share (basic and diluted)
Basic ($0.10) ($0.03) ($0.24) ($0.07)
Diluted ($0.10) ($0.03) ($0.24) ($0.07)
Weighted average number of shares
Basic 16,357,527 14,832,000 16,357,527 14,832,000
Diluted 16,357,527 14,832,000 16,357,527 14,832,000
Extraordinary expense per share
Basic $0.00 $0.00 $0.00 $0.01
Diluted $0.00 $0.00 $0.00 $0.01
</TABLE>
Page 5 of 22
<PAGE>
ACCESSPOINT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2000 AND YEAR ENDED DECEMBER 31, 1999
(unaudited)
<TABLE>
<CAPTION>
2000 1999
----------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss) ($3,859,440) ($1,834,845)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization 0 501
Depreciation 216,116 160,568
Services paid by stock issuance 332,904 0
Decrease (Increase) in receivables 262,324 (490,335)
Decrease (Increase) in inventory 813 (10,728)
Decrease (Increase) in other receivables (4,731) (731)
Decrease (Increase) in prepaid expenses (13,065) (18,579)
Decrease (Increase) in deposits (151,251) (22,960)
Decrease (Increase) in intangibles 2,481 0
(Decrease) Increase in accounts payable
and accrued expenses 950,225 440,084
(Decrease) Increase in deferred compensation 0 (45,436)
(Decrease) Increase in deferred revenue (7,854) 2,349
----------- ------------
Total Adjustments 1,587,962 14,733
----------- ------------
Net cash used in operations ($2,271,478) ($1,820,112)
----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of intangibles 0 (2,597)
Purchase of furniture and equipment (73,987) (26,247)
----------- ------------
Net cash used in investing activities (73,987) (28,844)
----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of debt 1,066,188 100,000
Payments on capital leases, net (289,566) (102,781)
Payments on long term debt (819,000) (162,000)
Sale of stock 2,344,257 2,060,799
----------- ------------
Net cash provided by financing activities 2,301,879 1,896,019
----------- ------------
Net change in cash and cash equivalents (43,586) 47,064
----------- ------------
Cash and cash equivalents at beginning of period 54,348 7,284
----------- ------------
Cash and cash equivalents at end of period $ 10,762 $ 54,348
=========== ============
Supplemental cash flows disclosures:
Income tax payments $ 1,600 $ 1,600
----------- ------------
Interest payments $ 96,935 $ 80,346
----------- ------------
Non cash investing and financing
Addition of equipment on capital leases $ 226,744 $ 359,822
Stock issued for services $ 332,904 $ 0
----------- ------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
Page 6 of 22
<PAGE>
ACCESSPOINT CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 2000 AND YEAR ENDED DECEMBER 31, 1999
(unaudited)
<TABLE>
<CAPTION>
SEPTEMBER 30 DECEMBER 31
2000 1999
----------- -----------
<S> <C> <C>
Retained (deficits)
Balance at beginning of period ($2,611,238) ($776,393)
Net income (loss) (3,859,440) (1,834,845)
----------- ----------
Balance at end of period (6,470,678) (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 1,461 256
----------- ----------
Balance at end of period 16,358 14,832
----------- ----------
Additional paid in capital
Balance at beginning of period 2,315,265 292,176
Common stock issued 2,675,634 2,023,089
----------- ----------
Balance at end of period 4,990,899 2,315,265
----------- ----------
Total stockholders' equity at end of period ($1,463,421) ($281,141)
=========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
Page 7 of 22
<PAGE>
ACCESSPOINT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 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 Company's 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 size enterprises throughout America.
Page 8 of 22
<PAGE>
ACCESSPOINT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NINE MONTHS ENDED SEPTEMBER 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 nine-month periods ended September 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.
Page 9 of 22
<PAGE>
ACCESSPOINT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NINE MONTHS ENDED SEPTEMBER 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 September 30, 2000, inventory
consisted only of finished goods.
Page 10 of 22
<PAGE>
ACCESSPOINT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NINE MONTHS ENDED SEPTEMBER 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.
Page 11 of 22
<PAGE>
ACCESSPOINT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NINE MONTHS ENDED SEPTEMBER 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 adoption of this consensus does not 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. FIN 44 does not have a material effect on the Company's 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.
Page 12 of 22
<PAGE>
ACCESSPOINT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NINE MONTHS ENDED SEPTEMBER 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.
Page 13 of 22
<PAGE>
ACCESSPOINT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NINE MONTHS ENDED SEPTEMBER 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 September 30, 2000, there was no uninsured portion of the balances
held at the banks.
Note E - Fixed Assets
------------
Fixed assets consist of the following:
Furniture and fixtures $ 71,364
Leasehold improvements 67,236
Office equipment 227,480
Computer hardware and software 898,776
----------
1,264,856
Accumulated depreciation and amortization (560,445)
----------
Total $ 704,411
==========
At September 30, 2000 included in fixed assets are costs of $699,314 of
assets recorded under capital leases.
For the nine months ended September 30, 2000, included in accumulated
depreciation is $242,403 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:
2001 $ 275,996
2002 260,926
2003 113,454
2004 and thereafter 5,720
Page 14 of 22
<PAGE>
ACCESSPOINT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NINE MONTHS ENDED SEPTEMBER 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:
2001 $ 270,007
2002 34,475
2003 34,475
2004 22,617
Rent expense for the nine months ended September 30, 2000 was $135,504.
Consulting Agreements - The Company has entered into a consulting
agreement with an individual in an advisory capacity. Compensation for
services is 100,000 shares of common stock issued pro-rata over twelve
months and 20,000 stock options for the purchase of common stock at an
exercise price of $5.00 per share. The stock options also vest pro-rata
over twelve months. The terms of the agreement also include the payment
to the individual of a referral fee for any funding or capital
formation transactions from resources referred to the Company by the
individual. The fee is 4% of the gross funding amount of the first
$2,000,000, 3% of the next $3,000,000 and 2% for any funding over
$5,000,000. As of September 30, 2000 the Company has issued 66,664
shares of stock with a value of $329,154 to this individual.
The Company has also entered into a consulting agreement with another
individual in an advisory capacity. Compensation for services is 6,000
shares of common stock issued pro-rata over twelve months and 2,400
stock options for the purchase of common stock at an exercise price of
$3.37 per share. The stock options also vest pro-rata over twelve
months. As of September 30, 2000 the Company has issued 1,000 shares of
stock with a value of $3,750 to this individual.
Note I - Debt
----
As of September 30, 2000, the Company had notes payable outstanding in
the aggregate amount of $447,188. $247,188 payable to a corporation, 5%
per annum, due April 2002. $200,000 payable to a related party, 8% per
annum, due on demand.
Page 15 of 22
<PAGE>
ACCESSPOINT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NINE MONTHS ENDED SEPTEMBER 30, 2000
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 September 30, 2000 the
vacation liability totaled $51,422.
Note K - Subsequent Events
-----------------
Subsequent to the nine months ended September 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.
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 nine months ended
September 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 nine months ended September 30, 2000, there is no difference
between the federal statutory tax rate and the effective tax rate. At
September 30, 2000 the Company had available net operating loss carry-
forwards of approximately $5,700,000, 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 threshold limit for segment reporting.
Page 16 of 22
<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 September 30, 2000 and 1999
Revenues. Revenues decreased 14.4% to $630,124 for the three months
ended, September 30, 2000 from $736,128 for the comparable period of 1999. The
decrease in revenue is a result of a refocus in business services of our
subsidiary, Processing Source International ("PSI") from retail in-house
merchant service sales to recruitment and development of national sales channels
for the sale of wholesale merchant processing services, coupled with the
decrease in the volume of lease sales. As we continue our marketing efforts and
the development of our wholesale sales channels and master distributor
agreements, we anticipate a continued growth in our customer base.
Gross Profit. Gross profit decreased 19.3% to $532,598 for the three
months ended, September 30, 2000 from $659,977 for the comparable period of
1999. The decrease of $127,379 is consistent with the decline in revenues for
the three months ended September 30, 2000 from the comparable period of 1999.
Gross margin decreased to 84.5% in the most recent period compared to 89.7%
during the comparable period of the prior year. With our current infrastructure,
we anticipated a slight decrease in our gross margins given the decrease 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 92.3% to $2.1 million for the three months
ended, September 30, 2000 from $1.1 million for the comparable period of 1999.
The increase of $1.0 million is primarily a result of the acquisitions of PSI
and Blacksun Graphics ("BSG") as wholly-owned subsidiaries in July 1999 and May
2000, respectively, resulting in higher payroll and facility costs. 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, September 30, 2000 was $85,552, as compared to
$13,367 for the three months ended, September 30, 1999. The increase of $72,185,
in interest income and other expense was a result of increased interest expense
associated with additional capital leases, and the accrual of estimated
penalties associated with unpaid federal and state employment taxes.
Comparison of Nine Months Ended September 30, 2000 and 1999
Revenues. Revenues decreased 4.6% to $1,682,668 for the nine months
ended, September 30, 2000 from $1,764,578 for the comparable period of 1999. In
May 2000, the Company acquired Blacksun Graphics as a wholly owned subsidiary,
which accounted for approximately $276,556 of revenue during the nine months
ended September 30, 2000. The decrease in revenue is a result of a refocus in
business services of our subsidiary, Processing Source International ("PSI")
from retail in-house merchant service sales to recruitment and development of
national sales channels for the sale of wholesale merchant processing services,
coupled with the decrease in the volume of lease sales. As we continue our
marketing efforts and the development of our wholesale sales channels and master
distributor agreements, we anticipate a continued growth in our customer base.
Page 17 of 22
<PAGE>
Gross Profit. Gross profit decreased 5.8% to $1,494,966 for the nine
months ended, September 30, 2000 from $1,587,786 for the comparable period of
1999. The decrease of $92,820 is consistent with the decline in revenues for the
nine months ended September 30, 2000 from the comparable period of 1999. Gross
margin decreased to 88.8% in the most recent period compared to 90.0% during the
comparable period of the prior year. With our current infrastructure, we
anticipated a slight decrease in our gross margins given the decrease 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 101.7% to $4.8 million for the nine months
ended, September 30, 2000 from $2.4 million for the comparable period of 1999.
The increase of $2.4 million is primarily a result of the acquisitions of PSI
and BSG as wholly-owned subsidiaries in July 1999 and May 2000, respectively,
which resulted in higher payroll and facility costs. In addition, we made a
strategic decision in January 2000 to expand the operations of our subsidiary,
PSI. This expansion included the opening of our Chicago-based merchant
underwriting facility, which includes 13 additional personnel. Furthermore, 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 nine months ended, September 30, 2000 was $559,558, as compared to
$58,889 for the nine months ended, September 30, 1999. The increase of $500,969,
in interest income and other expense was a direct result from the write-off of
bad debt on aged accounts receivable in the amount of $276,903 and the accrual
of estimated penalties associated with unpaid federal and state employment
taxes.
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 $10,762 at September 30, 2000. Working
capital at September 30, 2000 was $(1.8) million.
Cash used in operating activities during the nine months ended
September 30, 2000 was $2.3 million compared to $1.8 million for the comparable
period of the prior year. The change of $451,366 was due primarily to the
increase in net loss of $2.0 million. This is partially offset by the $262,324
decrease in accounts receivable and a $950,225 increase in accounts payable.
Cash used in investing activities during the nine months ended
September 30, 2000 was $73,987 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 nine months ended
September 30, 2000 was $2.3 million compared to $1.9 million for the comparable
period of the prior year. In the nine months ended September 30, 2000, we sold
$2.3 million of common stock and issued $1.0 million in short and long-term
debt.
Without further equity offerings through private placements, we believe
that our cash, cash equivalents and short-term investments at September 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 18 of 22
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities and Use of Proceeds
From January 1, 2000 through September 30, 2000 we issued 66,664
shares of common voting stock to Toby Parrish, an individual. These shares were
issued in exchange for advisory services rendered to the Company pursuant to the
Accesspoint Advisory Board Proposal dated November 16, 2000. This proposal,
which is included in this document as Exhibit 1.13, offers a total of 100,000
shares of common stock, which vest on an approximate pro-rata basis over a 12-
month period. 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. The offer was exempt pursuant to Section 4(2)
of the Securities Act of 1933, as amended ("Act"), Regulation D promulgated
there under, and pursuant to Section 25102(f) of the California Corporations
Code. Mr. Parrish acquired the shares for his own account for exchange of
services 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 offered 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. Parrish.
From January 1, 2000 through September 30, 2000 we issued 14,994
options to purchase our common stock to Toby Parrish, an individual, at an
exercise price of $5.00. These options were issued in exchange for advisory
services rendered to the Company pursuant to the Accesspoint Advisory Board
Proposal dated November 16, 1999. This proposal, which is included in this
document as Exhibit 1.13, offers a total of 20,000 stock options for the
purchase of common stock, which vest on an approximate pro-rata basis over a 12-
month period. 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. Parrish acquired the options for his own
account for exchange of services with no then present intention of dividing his
interest 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 Mr. Parrish.
On August 4, 2000 we issued 500 shares of common voting stock to Austin
Paris, an individual. These shares were issued in exchange for advisory services
to be rendered to the Company pursuant to the Accesspoint Advisory Consultant
Proposal dated August 4, 2000. This proposal, which is included in this document
as Exhibit 1.14, offers a total of 6,000 shares of common stock, which vest on
an approximate prorata basis over a 12-month period. 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. The offer was
exempt pursuant to Section 4(2) of the Securities Act of 1933, as amended
("Act"), Regulation D promulgated there under, and pursuant to Section 25102(f)
of the California Corporations Code. Mr. Paris acquired the shares for his own
account for exchange of services 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 offered 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. Paris.
On September 4, 2000 we issued 500 shares of common voting stock to
Austin Paris, an individual. These shares were issued in exchange for advisory
services to be rendered to the Company pursuant to the Accesspoint Advisory
Consultant Proposal dated August 4, 2000. This proposal, which is included in
this document as Exhibit 1.14, offers a total of 6,000 shares of common stock,
which vest on an approximate pro-rata basis over a 12-month period. 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.
The offer 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. Paris acquired the options for his own account for
exchange of services with no then present intention of dividing his interest
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 Mr. Paris.
On August 4, 2000 and September 4, 2000, respectively, we issued 200
options to purchase our common stock to Austin Paris, an individual, at an
exercise price of $3.37. These options were issued in exchange for advisory
services rendered to the Company pursuant to the Accesspoint Advisory Consultant
Proposal dated August 4, 2000. This proposal,
Page 19 of 22
<PAGE>
which is included in this document as Exhibit 1.14, offers a total of 2,400
stock options for the purchase of common stock, which vest on an approximate
pro-rata basis over a 12-month period. 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.
On July 10, 2000 we issued 1,000 shares of common voting stock to Mark
Deo, an individual. These shares were issued in exchange for consulting services
rendered to the Company pursuant to the Accesspoint Stock Purchase Agreement
dated July 10, 2000. This agreement is included in this document as Exhibit
1.15. 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. The offer 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. Deo acquired the shares for his own account
for exchange of services 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 offered 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. Deo.
On July 10, 2000 we issued 1,000 shares of common voting stock to
Maxamilian Parker, an individual. These shares were issued in exchange for
consulting services rendered to the Company pursuant to the Accesspoint Stock
Purchase Agreement dated July 10, 2000. This agreement is included in this
document as Exhibit 1.16. 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. The offer 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. Parker acquired the
shares for his own account for exchange of services 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 offered 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. Parker.
On August 30, 2000 we issued 1,000 shares of common voting stock to
Corporate Strategies c/o James L. Bartlett. These shares were issued in exchange
for consultant services rendered to the Company. 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. The offer 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.
Bartlett acquired the shares for his own account for exchange of services 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
offered 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.
Bartlett.
On August 25, 2000 the Company and Pacific Capital Group, Ltd. agreed
that a note issued on February 4, 2000 in the amount of $70,000 be cancelled and
two new notes issued in its place, as per the Resolution contained herein in
Exhibit 1.17.
On August 25, 2000 we issued 34,000 shares of common voting stock to
Pacific Capital Group, Ltd. These shares were issued in relation to short-term
convertible debt from Pacific Capital Group, Ltd. as per the Resolution dated
August 25, 2000 contained herein in Exhibit 1.18. The issuance of shares on
conversion was made pursuant to Regulation S promulgated under the Act.
On August 25, 2000 we issued 68,000 shares of common voting stock to
Pacific Capital Group, Ltd. These shares were issued in relation to short-term
convertible debt from Pacific Capital Group, Ltd. as per the Resolution dated
August 25, 2000 contained herein in Exhibit 1.19. The issuance of shares on
conversion was made pursuant to Regulation S promulgated under the Act.
On August 25, 2000 we issued 80,000 shares of common voting stock to
Pacific Capital Group, Ltd. These shares were issued in relation to short-term
convertible debt from Pacific Capital Group, Ltd. as per the Resolution dated
August 25,
Page 20 of 22
<PAGE>
2000 contained herein in Exhibit 1.20. The issuance of shares on conversion was
made pursuant to Regulation S promulgated under the Act.
On August 25, 2000 we issued 80,000 shares of common voting stock to
Pacific Capital Group, Ltd. These shares were issued in relation to short-term
convertible debt from Pacific Capital Group, Ltd. as per the Resolution dated
August 25, 2000 contained herein in Exhibit 1.21. The issuance of shares on
conversion was made pursuant to Regulation S promulgated under the Act.
On August 25, 2000 we issued 13,200 shares of common voting stock to
Pacific Capital Group, Ltd. These shares were issued in relation to short-term
convertible debt from Pacific Capital Group, Ltd. as per the Resolution dated
August 25, 2000 contained herein in Exhibit 1.22. The issuance of shares on
conversion was made pursuant to Regulation S promulgated under the Act.
On August 25, 2000 we issued 20,000 shares of common voting stock to
Pacific Capital Group, Ltd. These shares were issued in relation to short-term
convertible debt from Pacific Capital Group, Ltd. as per the Resolution dated
August 25, 2000 contained herein in Exhibit 1.23. The issuance of shares on
conversion was made pursuant to Regulation S promulgated under the Act.
On August 25, 2000 we issued 24,000 shares of common voting stock to
Pacific Capital Group, Ltd. These shares were issued in relation to short-term
convertible debt from Pacific Capital Group, Ltd. as per the Resolution dated
August 25, 2000 contained herein in Exhibit 1.24. The issuance of shares on
conversion was made pursuant to Regulation S promulgated under the Act.
On August 25, 2000 we issued 40,000 shares of common voting stock to
Pacific Capital Group, Ltd. These shares were issued in relation to short-term
convertible debt from Pacific Capital Group, Ltd. as per the Resolution dated
August 25, 2000 contained herein in Exhibit 1.25. The issuance of shares on
conversion was made pursuant to Regulation S promulgated under the Act.
On August 25, 2000 we issued 148,368 shares of common voting stock to
Pacific Capital Group, Ltd. These shares were issued in relation to short-term
convertible debt from Pacific Capital Group, Ltd. as per the Resolution dated
August 25, 2000 contained herein in Exhibit 1.26. The issuance of shares on
conversion was made pursuant to Regulation S promulgated under the Act.
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
1.13 * Toby Parrish Accesspoint Advisory Board Proposal
1.14 * Austin Paris Accesspoint Advisory Consultant Proposal
1.15 * Mark Deo Stock Purchase Agreement
1.16 * Maxamilian Parker Stock Purchase Agreement
1.17 * Pacific Capital Group, Ltd. Note Resolution
1.18 * Pacific Capital Group, Ltd. Loan Resolution
Page 21 of 22
<PAGE>
1.19 * Pacific Capital Group, Ltd. Loan Resolution
1.20 * Pacific Capital Group, Ltd. Loan Resolution
1.21 * Pacific Capital Group, Ltd. Loan Resolution
1.22 * Pacific Capital Group, Ltd. Loan Resolution
1.23 * Pacific Capital Group, Ltd. Loan Resolution
1.24 * Pacific Capital Group, Ltd. Loan Resolution
1.25 * Pacific Capital Group, Ltd. Loan Resolution
1.26 * Pacific Capital Group, Ltd. Loan Resolution
27.1 Financial Data Schedule
(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).
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.
Dated: November 15, 2000 ACCESSPOINT CORPORATION
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
Page 22 of 22
