SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                       Pursuant to Section 13 OR 15(d) of
                       The Securities Exchange Act of 1934

                          Date of Report: February 2004

                             Accesspoint Corporation
             (Exact name of registrant as specified in its charter)


        Nevada                        000-29217                   95-4721385
   -----------------                  ---------                   ----------
    (State or other                  (Commission                 (IRS Employer
    jurisdiction of                  File Number)               Identification)
     incorporation)


6171 W. Century Blvd. Suite 200 LA, CA                       90045
------------------------------------------                   -----
(Address of principal executive offices)                   (Zip Code)


Registrant's telephone number, including area code: (310) 846-2500


                                 Not Applicable
         (Former name or former address, if changed since last report.)

    =======================================================================



Item 1.  Changes in Control of Registrant

                  None.

Item 2.  Acquisition or Disposition of Assets

                  None.

Item 3.  Bankruptcy or Receivership

                  None.

Item 4.  Changes in Accountants

                  None.

Item 5.  Other Events and Regulation FD Disclosure

Accesspoint Corporation announced today that its wholly owned subsidiary,
Processing Source International, Inc. (PSI), has assigned its Chase Merchant
Services Independent Sales Organization (ISO) agreement to Accesspoint
Corporation, citing internal legal and financial concerns that could jeopardize
or infringe on its marketing of additional (ISO) processing business. This
assignment of Chase Merchant Services (ISO) agreement is coupled with the out
sourcing of all underwriting and risk monitoring systems, thereby significantly
cutting corporate operation cost and abating future merchant payment processing
long-tail liabilities.

Item 6.  Resignation of Directors

                  None.

Item 7.  Financial Statements Pro Forma Financial & Exhibits

                  None.


Item 8.  Changes In Fiscal Year

                  None.

Item 9.  Regulation FD Disclosures

                  See Items 1, 5 and 6, above.



                                   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.

Date:  February 10, 2004                    Accesspoint Corporation
      -------------------

                                            By:


                                            S/s William R. Barber
                                            ---------------------
                                            William R. Barber
                                            President