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. 1 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 2