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: January 31, 2003


                             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 No.)
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.


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Item 3.  Bankruptcy or Receivership

         None.


Item 4.  Changes in Accountants

         None.


Item 5.  Other Events and Regulation FD Disclosure

     In the  meeting  of the Board of  Directors  of the  registrant  on Tuesday
     January 28,  2003,  a committee  was formed to explore the  feasibility  of
     acquiring Merchants Billing Services, Inc. Merchants Billing Services is an
     independent sales and service organization for the registrant, and acquires
     merchants for processing  through the  registrant's  credit card processing
     platform. Merchants Billing Services is currently under contract to provide
     underwriting,   administrative,  customer  support  and  technical  support
     services  to  the  Processing  Source   International   subsidiary  of  the
     registrant.  The  committee  is  comprised of the Chairman of the Board Mr.
     Gene Valentine, Mr. Joe Byers and Mr. Michael Savage. Mr. William Barber is
     the controlling  shareholder of Merchants Billing Services, Inc. and serves
     on its Board of Directors. Mr. Barber is the Chief Executive Officer of the
     registrant  and serves on its Board of  Directors.  Terms,  conditions  and
     timing have not been discussed. No negotiations have taken place as of this
     date.


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:  January 31, 2003             Accesspoint corporation
      -------------------



                                    By:

                                    /s/  William Barber
                                    -----------------------------------------
                                    William Barber
                                    President




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