UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              ---------------------
                                   FORM 12b-25
                              ---------------------

                           NOTIFICATION OF LATE FILING

                                  (Check One):

[ ]Form 10-K  [ ]Form 20-F  [ ]Form 11-K  [X]Form 10-Q  [ ]Form N-SAR


                      For the Period Ended: March 31, 2002
                        ---------------------------------

         Nothing in this Form shall be  construed  to imply that the  Commission
has verified any information contained herein.
                        ---------------------------------

         If the  notification  relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: N/A


                        ---------------------------------
                         Part I - Registrant Information
                        ---------------------------------

Full Name of Registrant: AccessPoint Corporation

Former Name if Applicable:  N/A

Address of Principal Executive Office:

     21031 Ventura Boulevard, Suite 200
     Woodland Hills, California 91364


                        ---------------------------------
                        Part II - Rules 12b-25(b) and (c)
                        ---------------------------------


         If the subject report could not be filed without unreasonable effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed: (Check box if appropriate)

     |    (a) The reasons described in reasonable detail in Part
     |    III of this form could not be eliminated  without
     |    unreasonable  effort or expense;
     |
     |    (b) The subject annual report,  semi-annual  report,  or
     |    transition report or portion  thereof  will be filed on
     |    or before the  fifteenth  calendar day following the
[X]  |    prescribed due date; or the subject quarterly report or
     |    transition report on Form l0-Q or portion thereof will
     |    be filed on or before the fifth calendar day following
     |    the prescribed due date; and
     |
     |    (c)  The accountant's statement or other exhibit
     |    required by Rule 12b-25(c) has been attached if
     |    applicable.


                        ---------------------------------
                              Part III - Narrative
                        ---------------------------------

         State below in reasonable  detail the reasons why the Form 10-K,  20-F,
11-K,  10-Q, or N-SAR, or the transition  report or portion thereof could not be
filed within the prescribed time period.

         Management is awaiting review by and approval of the Company's auditors
of the Form 10-QSB and  finalization  of the financial  reports  therein for the
period ended March 31, 2002. As a result,  additional time is needed to file the
report.


                        ---------------------------------
                           Part IV - Other Information
                        ---------------------------------

         (1) Name and  telephone  number of person to  contact in regard to this
         notification:

           Christine Crocker           (310) 642-4055
                (Name)               (Telephone Number)



         (2) Have all other periodic  reports required under Section 13 or 15(d)
         of the  Securities  Exchange Act of 1934 during the preceding l2 months
         (or for such shorter  period that the  registrant  was required to file
         such reports) been filed? If answer is no, identify report(s).
                                                                [X] Yes  [ ] No


         (3) Is it  anticipated  that  any  significant  change  in  results  of
         operations from the corresponding  period for the last fiscal year will
         be reflected by the earnings  statements  to be included in the subject
         report or portion thereof?
                                                                [ ] Yes  [X] No

         If  so:  attach  an  explanation  of  the  anticipated   change,   both
         narratively and quantitatively,  and, if appropriate, state the reasons
         why a reasonable estimate of the results cannot be made.


                             ACCESSPOINT CORPORATION
                  (Name of Registrant as specified in charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.


Dated:  May 13, 2002

                             ACCESSPOINT CORPORATION

                             /s/ Marcia Allen
                             ---------------------
                             Marcia Allen,
                             President
                             AccessPoint Corporation
                             21031 Ventura Boulevard, Suite 200
                             Woodland Hills, California 91364
                             (818) 737-3232


                                    ATTENTION

         Intentional  misstatements  or  omissions  of fact  constitute  Federal
Criminal Violations (See 18 U.S.C. 1001).