U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):   February 8, 2006
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                             ACCESSPOINT CORPORATION
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             (Exact name of registrant as specified in its charter)


           Nevada                      000-29217               95-4721385
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   (State or jurisdiction of          (Commission          (I.R.S. Employer
 incorporation or organization)       File Number)       Identification Number)


3003 S. Valley View Blvd., Suite 190, Las Vegas, NV              89102
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(Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code:   (702) 809-0206
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          (Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     [X]  Written communications pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)

     [ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
          (17 CFR 240.14a-12)

     [ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
          Exchange Act (17CFR 240.14d-2(b))

     [ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
          Exchange Act (17CFR 240.13e-4(c))





ITEM 7.01   REGULATION FD DISCLOSURE

See Item 8.01 below.


ITEM 8.01   OTHER EVENTS

Accesspoint announced today that MR. William Lindberg has resigned from his
positions as President, Chief Financial Officer and Chief Executive Officer
Board of Director of Accesspoint. Mr Lindberg stated to the Board that it was
time for the Company to reinvent itself under new management.



ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

         (c)  Exhibits

         Exhibit No.    Description
         -----------    -----------
            99.1        Resignation letter dated February 06, 2006
                        From William Lindberg





                                    SIGNATURE

Pursuant to the requirements of Section 13 or 15(b) 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.


                                          Accesspoint Corporation


Dated:  February 8, 2006              By: /s/ William Lindberg
                                          --------------------------------------
                                          William Lindberg
                                          President, Chief Financial Officer and
                                          Chief Executive Officer