FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

James JayCee 		2. Issuer Name and Ticker or Trading Symbol

ACCESSPOINT CORP /NV/ [ ASAP ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
Majority Holder
(Last)          (First)          (Middle)

9298 SVL BOX 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/10/2009
(Street)

VICTORVILLE, CA 92395
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

4/20/2009 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Preferred   (1) (2) 4/21/2009   4/21/2009   P    1000000   A $0   1000000   D    
Common   (1) (2) 4/21/2009   4/21/2009   P    12323623   A $0   12323623   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Establishment of the Accesspoint, Corp., discriminatory share price, the reporting owner has determined to issue as previously filed, 1,000,000 shares preferred stock upon the completion of Accesspoint, Corp.,(ASAP) corporate restructuring notwithstanding all like communications industry comparable share structures and share prices.
( 2)  Establishment of the Accesspoint, Corp., discriminatory share price, the reporting owner has determined to issue as previously filed, 12,323,623 shares common stock upon the completion of Accesspoint, Corp.,(ASAP) corporate restructuring notwithstanding all like communications industry comparable share structures and share prices.

Remarks:
All Common shares and Preferred shares if applicable currently outstanding listed as 24,163,965 common on OTC market Tier Pink Sheets under Ticker Symbol ASAP As of Apr as of Dec 31, 2002 notwithstanding Form 3 filed March 10, 2009 and subsequently Form 3A filed April 21, 2009 shall be transferred to majority holder and ownership listed with all Market Makers and Transfer Agents including proper book entry as permitted in the most current filing. As used herein, the term own includes legal ownership, but in all cases includes beneficial ownership more than 50% of whose equity interests are beneficially owned. According to Corporate Filings for file number C17579-1995 and SEC filing 3 filed 3/10/2009 and subsequently SEC Form 3/A filed on 4/21/2009 listed below, Control is deemed to exist as permitted under 13d-4 of SEC 34 I expressly declare that the current filing shall be construed as an admission that such person is for the purposes of Sections 13(d) or 13(g) the beneficial owner of any securities covered by the filings defined for these purposes.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
James JayCee
9298 SVL BOX
VICTORVILLE, CA 92395
X
Majority Holder

Signatures
JayCee James 4/21/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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