SECURITIES EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-KSB
                         Transitional Report Pursuant to
                       the Securities Exchange Act of 1934


        For the period from Inception, October 6, 1999, to April 11, 2000
                        Commission file number 000-29217


                            J.S.J. CAPITAL III, INC.
                            ------------------------
                                 (Former Name)

                             ACCESSPOINT CORPORATION
                             -----------------------
                                   (New Name)

       Nevada                                         84-1522581
-------------------------                         --------------------
(State of incorporation)                          (I.R.S. Employer
                                                  Identification No.)

                 38 Executive Park, Suite 350, Irvine, CA 92614
            --------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code:  (949)852-8526

           Securities registered pursuant to Section 12(b) of the Act:

                            Title of each class: None

                 Name of each exchange on which registered: N/A

           Securities registered pursuant to Section 12(g) of the Act:

                  Title of each class: $0.0001 par value Common

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2)  has  been  subject  to the  filing
requirements for at least the past 90 days.

                      Yes              No  X
                         -----           ------

Check if disclosure of delinquent  filers pursuant to Item 405 of Regulation S-B
is not contained in this form, and no disclosure will be contained,  to the best
of  Registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB.        X
                       -----

State issuer's revenues for its most recent fiscal year. $0

                                        1

<PAGE>


Transitional Small Business Disclosure Format:

                   ___X___ Yes                _______ No


Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant as of April 12, 2000: $0

Number of outstanding  shares of the  registrant's no par value common stock, as
of April 12, 2000: 672,000.

                                       2

<PAGE>

                                     PART I


Item 1.  Description of Business.
         ------------------------

General
--------

     The  Company  was  incorporated  under  the laws of the  State of Nevada on
October 6, 1999 and is in the early  developmental  and promotional  stages.  To
date the  Company's  activities  have  been  organizational  ones,  directed  at
developing its business plan and raising its initial capital. The company has no
commercial  operations as of date hereof. The company has no full-time employees
and owns no real estate.

     At year end, the Company is a "shell" company and its only current business
plan is to seek, investigate,  and, if warranted, acquire one or more properties
or  businesses,  and to pursue  other  related  activities  intended  to enhance
shareholder  value.  The  acquisition of a business  opportunity  may be made by
purchase, merger, exchange of stock, or otherwise, and may encompass assets or a
business  entity,  such as a corporation,  joint venture,  or  partnership.  The
Company has no capital, and it is unlikely that the Company will be able to take
advantage of more than one such  business  opportunity.  The Company  intends to
seek opportunities demonstrating the potential of long-term growth as opposed to
short-term earnings.

     On April 12,  2000,  the Company  completed a merger as described in a Form
8-K dated  April 17,  2000 with  Accesspoint  Corporation,  Inc.,  a  California
Corporation.  This  report  is  being  filed to  conform  the  merged  companies
financial  reporting  period to a calendar  year end and to reflect and disclose
the financial position of J.S.J. Capital III, Inc. up to the date of the merger,
April 12, 2000.

                                       3

<PAGE>

     Pursuant to an Agreement and Plan of Merger (the "Merger  Agreement") dated
as of April 12, 2000 between the registrant, J.S.J. Capital, III, Inc., a Nevada
corporation  ("J.S.J.") and the  registrant's  parent  corporation,  Accesspoint
Corporation, a Nevada corporation ("Accesspoint"), all the outstanding shares of
common stock of J.S.J.  were  exchanged  for an equal number of shares of common
stock of  Accesspoint  which were then  cancelled and returned to the authorized
but unissued shares of Accesspoint in a merger  transaction in which Accesspoint
was  the  surviving   corporation.   Pursuant  to  the  merger  J.S.J.  was  the
disappearing  corporation  and  Accesspoint  as the  surviving  corporation  has
elected 12g-3 successor issuer status.  The merger was accomplished  pursuant to
Section  92A.180  of the  Nevada  Revised  Statues  pertaining  to the merger of
subsidiary corporations into parent corporations.

     The Merger  Agreement was adopted by the unanimous  consent of the Board of
Directors of both  Accesspoint  and J.S.J on April 12, 2000.  No approval of the
shareholders of Accesspoint was required under  applicable  state corporate law.
No other  approval of the owners of any  constituent  corporation  was  required
under  applicable  state corporate law.  Accesspoint and J.S.J.  complied in all
respects with the provisions of Nevada Revised Statute 92A.180 pertaining to the
merger of subsidiary corporations into parent corporations.

     Prior to the merger,  J.S.J. had 672,000 shares of common stock outstanding
which shares were owned by Accesspoint  and,  pursuant to the merger,  exchanged
for 672,000 shares of common stock of Accesspoint and immediately  cancelled and
returned to the authorized but unissued shares of Accesspoint.

     Prior to the  effectiveness  of the Merger  Agreement,  Accesspoint  had an
aggregate of  14,964,182,  shares of common stock,  par value $.001,  issued and
outstanding, and no shares of preferred stock outstanding, $.001 par value. Upon
effectiveness  of the merger,  the number of shares of common  stock  issued and
outstanding remained unchanged.

     The officers of Accesspoint continue as officers of Accesspoint  subsequent
to the Exchange Agreement. See "Management" below. The officers,  directors, and
by-laws of Accesspoint will continue without change.

     For a complete  synopsis of the business plan of  Accesspoint  Corporation,
the reader is referred to the Form 8-K/A as filed for Accesspoint corporation on
April 17, 2000.

                                       4

<PAGE>

Employees
----------

     Up to date of merger,  the  Company  was a  development  stage  company and
currently  has  no  employees.   Management  of  the  Company   expects  to  use
consultants,  attorneys and accountants as necessary,  and does not anticipate a
need to engage any full-time  employees so long as it is seeking and  evaluating
business  opportunities.  The need for employees and their  availability will be
addressed  in  connection  with  the  decision  whether  or  not to  acquire  or
participate in specific business  opportunities.  There is no current plan under
which,  remuneration may be paid to or accrued for the benefit of, the Company's
officers  prior  to,  or in  conjunction  with,  the  completion  of a  business
acquisition  for  services  actually  rendered,  and the  company  has adopted a
resolution and policy which  precludes  payment of any  compensation or finder's
fees to officers or directors.  See "Executive  Compensation" and under "Certain
Relationships and Related Transactions."


                                       5

<PAGE>

Item 2.           Property
-------------------------------

     The Company has offices at 38 Executive Park, Suite 350, Irvine, California
92614. The company owns no real property.

Item 3.           Legal Proceedings
------------------------------------

     The Company is a party to no pending legal proceedings, nor is its property
subject to such proceedings, at date of this report.

Item 4.           Submission of Matters to a Vote of Security Holders
----------------------------------------------------------------------

     No matters  were  submitted  during the period  covered by this report to a
vote of security holders of the Company,  through the solicitation of proxies or
otherwise.

Item 5.           Market for Registrant's Common Equity and Related  Stockholder
                  Matters
--------------------------------------------------------------------------------

     As of the date of this report,  there has been no trading or quotation
of the Company's  common stock.  The range of high and low trade  quotations for
each fiscal quarter since the last report, as reported by the National Quotation
Bureau Incorporated, was as follows

                                 2000                   High          Low
                           First quarter                 *             *

                                 1999                   High          Low
                           First quarter                 *             *
                           Second quarter                *             *
                           Third quarter                 *             *
                           Fourth quarter                *             *

                                 1998                   High          Low
                           First quarter                 *             *
                           Second quarter                *             *
                           Third quarter                 *             *
                           Fourth quarter                *             *

                                 1997                   High          Low
                           First quarter                 *             *
                           Second quarter                *             *
                           Third quarter                 *             *
                           Fourth quarter                *             *

* No quotations

     The above quotations reflect inter-dealer  prices,  without retail mark-up,
mark-down, or commission and may not necessarily represent actual transactions.

                                       6

<PAGE>

     As of April 11, 2000,  there were 3 record holders of the Company's  common
Stock prior to merger with Accesspoint Corporation.

     The Company has not declared or paid any cash dividends on its common stock
and does not anticipate paying dividends for the foreseeable future.


Item 6.          Management's Discussion and Analysis of Financial Condition and
                 Results of Operations

                 Financial Condition and Changes in Financial Condition
--------------------------------------------------------------------------------

     No operations  were  conducted and no operating  revenues were generated in
the period  from  inception  to April 12,  2000.  The Company had no income from
inception to April 12, 2000, except interest. The Company at period end had cash
of $3,301,  and no other assets. The Company at year end was illiquid and needed
cash infusions from shareholders to provide capital, or loans from any sources.

Transitional Report
-------------------

     The Company  elected to use a calendar year for accounting  purposes due to
its merger with  Accesspoint  Corporation on April 12, 2000.  Accesspoint uses a
normal calendar year for accounting.

Results  of  Operations  for the period  ended  April 12,  2000 from  Inception,
October 6, 1999
--------------------------------------------------------------------------------

     The Company incurred expenses totalling $4,701 in 1999 from inception April
12, 2000. The Company had no operations in for theperiod from inception to April
12, 2000 and only $52 in interest  income.  The net loss from inception to April
12,  2000 was  ($4,649).  The net loss per share was less  than  ($.01)  for the
period from  inception  to April 12, 2000.  A  continuation  of the trend of net
losses should be expected to continue in the future until profitable  operations
are achieved.

     Liquidity & Capital Resources
     -----------------------------

     The  company  had  nominal  cash at  period end April  12,  2000,  prior to
merger, $3,301, and no other capital resources. The company will be dependent on
its shareholders for loans for expenses,  and has no capital availability except
through private sales of treasury stocks, none of which has been arranged.

                                       7

<PAGE>

Item 7.           Financial Statements and Supplementary Data
--------------------------------------------------------------

                  Please refer to pages F-1 through F-10.


Item 8.           Changes  in  and  Disagreements  on  Accounting and  Financial
                  Disclosure
--------------------------------------------------------------------------------

     AJ. Robbins,  P.C.,  Certified  Public  Accountants and  Consultants,  were
retained  in 1999 as auditors  for the  Company  for the period  ended April 12,
2000.

     In  connection  with audits of two most recent fiscal years and any interim
period preceding resignation,  no disagreements exist with any former accountant
on any  matter  of  accounting  principles  or  practices,  financial  statement
disclosure, or auditing scope of procedure,  which disagreements if not resolved
to the  satisfaction  of the former  accountant  would  have  caused him to make
reference  in  connection   with  his  report  to  the  subject  matter  of  the
disagreement(s).

     The principal  accountants'  reports on the financial statements for any of
the past two years  contained no adverse  opinion or a disclaimer of opinion nor
was qualified as to uncertainty,  audit scope, or accounting  principles  except
for the "going concern" qualification.


                                       8

<PAGE>

                                    PART III

Item 9.           Directors  and  Executive  Officers   of  the  Registrant  and
                  Compliance with Section 16(a)
--------------------------------------------------------------------------------


         The directors and executive  officers currently serving the Company are
as follows:

NAME                             POSITION HELD                TENURE

Scott A. Deitler*                President and Director       Annual since 1999

James W. Toot*                   Secretary, Treasurer         Annual since 1999
                                 and Director

Jeff P. Ploen*                   Director                     Annual since 1999

* These  officers and  Directors  resigned at April 11, 2000, at the time of the
business  combination  with  Accesspoint  Corporation  See 8-K/A dated April 17,
2000.

         The  directors and officers of the Company will devote such time to the
Company's  affairs on an "as needed" basis, but less than 20 hours per month. As
a result,  the actual  amount of time which  they will  devote to the  Company's
affairs is unknown and is likely to vary substantially from month to month.

BIOGRAPHICAL INFORMATION

     SCOTT A. DEITLER, age 43, President and director since inception,  received
a B.A. in Business and  Conservation  from the  University  of Colorado in 1978.
From 1987 to 1995,  he was  President  and a director of  Colorado  Coin Co., in
Boulder,  Colorado.  From 1993 to 1998, he was President of Ulta Travel, Inc., a
travel  agency.  He is President and Director of J.S.J.  Capital  Corp.  (1999),
J.S.J.  Capital II, Inc.  (1999),  J.S.J.  Capital III,  Inc.  (1999),  Marathon
Marketing Corp. (1999), Advanced Ceiling Supplies, Inc. (1997, Cross Check Corp.
(1997),  all of which are shell companies without specific  business,  but which
are seeking an acquisition or merger.

     JAMES W. TOOT,  age 44,  Secretary and director  since 1999. Mr. Toot was a
licensed securities  representative from 1981 to 1996. From 1986 to 1990, he was
a Vice President of Rocky Mountain Securities,  Inc. From 1990 to 1994, he was a
Vice President of Cohig & Associates, Inc., a broker/dealer.  From 1994 to 1996,
he was Vice President of Rocky Mountain Securities, Inc. Since 1997, he has been
Secretary and director of J.S.J.  Capital Corp. (1999),  J.S.J. Capital II, Inc.
(1999),  J.S.J.  Capital III, Inc.  (1999),  Marathon  Marketing  Corp.  (1999),
Advanced Ceiling Supplies,  Inc. (1997,  Cross Check Corp.  (1997), all of which
are  shell  companies  without  specific  business,  but which  are  seeking  an
acquisition or merger.


                                        9


<PAGE>

         JEFF P. PLOEN, age 49, is a director and Treasurer of the Company since
1999.  He received a B.S.  in Business  Administration  from the  University  of
Florida.  He was Branch Manager of Neidiger  Tucker Bruner,  Inc. (1990 to 1992)
and Branch Manager of Cohig & Associates, Inc. (1992 to 1993). He was a licensed
securities  representative  from  1972  to  1994.  He  was  C.E.O.  of  Tamarron
Investments,  Inc. from 1993 to 1995. He has been President and a Director of J.
Paul Consulting Corp. since 1995. He has been a director and Treasurer of J.S.J.
Capital Corp. (1999),  J.S.J. Capital II, Inc. (1999), J.S.J. Capital III., Inc.
(1999), Cross Check Corp. (1997-1999),  and Marathon Marketing Corp. (1999), all
of which are shell companies without  specific  business,  but which are seeking
an acquisition or merger.

     The Company has new officers  and  directors as a result of its merger with
Accesspoint Corporation on April 12, 2000.

        Tom M. Djokovich, Chairman and CEO

     Mr.  Djokovich  is the founder of the Company and served as Chairman of the
Board and Chief  Executive  Officer from  inception  until October 1997.  Tom M.
Djokovich  is married  to Tamara A.  Djokovich  who serves as a Director  of the
Company.  Mr.  Djokovich was elected to the Board of Directors on March 19, 1999
and his term expires at the next  election of Directors.  Prior to  establishing
the Company,  Mr.  Djokovich was the owner and operator of TMD  Construction and
Development,  a real estate  construction and development  management company he
founded in 1979.  TMD provided  commercial,  industrial  and custom  residential
construction  services  as  a  licensed  contractor  in  California,   including
effective cost management of multimillion-dollar projects incorporating hundreds
of  employees,  subcontractors  and  international  materials  acquisition.  Mr.
Djokovich was responsible for the direct management of projects,  operations and
client  development.  In 1994, the concrete industry awarded Mr. Djokovich their
highest  recognition  for "Best  Custom  Home  Project"  in their  national  and
international  competitions.   Mr.  Djokovich  has  also  provided  construction
management and real estate  deposition  services as a court appointed  receiver,
consulting on 15 projects to date.

        James W. Bentley

     Mr.  Bentley  serves  as the  Company's  President  and as a member  of the
Company's  Board of  Directors.  James W. Bentley is married to Mary Ann Bentley
who serves as the Company's  Operations Manager and Vice President.  Mr. Bentley
was elected to the Board of  Directors on March 19, 1999 and his term expires at
the next election of Directors.  Mr.Bentley also serves as Chairman of the Board
for Bentley  Simonson,  an independent  oil and gas  production and  exploration
company he co- founded in 1987. Prior to joining the Company,  Mr. Bentley was a
consulting  engineer for Little Chemical Company,  a specialty chemical company,
from  1992 to 1996.  In 1992,  Mr.  Bentley  founded  Bentley  Marine  Video,  a
technology  company which  supplied the U.S.  military  with computer  hardware,
underwater  video and  night  vision  technology,  where  his  flagship  product
received the Testers  Choice  Award from Scuba Diver  Magazine.  Bentley  Marine
Video was recently sold by Mr. Bentley.

                                       10

<PAGE>

     In 1988, Mr.  Bentley  co-founded  Quest Marine Video,  a  manufacturer  of
underwater  video  equipment,  serving  as its  Chairman  of the Board and Chief
Executive  Officer until its sale in 1992. In 1971, Mr. Bentley  founded Bentley
Ranches,  Inc., a  50,000-acre  cattle ranch with  interests in cattle,  hay and
timber,  serving as its President until its sale in 1993. From 1963 to 1970, Mr.
Bentley  helped  his  father  launch  Bentley  Laboratories,  a  medical  device
manufacturer,  which went public in 1969 and was  subsequently  sold to American
Hospital and Supply in 1980.

        Tamara A. Djokovich

     Mrs.  Djokovich was elected to the Board of Directors on March 19, 1999 and
her term  expires at the next  election of  Directors.  Tamara A.  Djokovich  is
married to Tom M.  Djokovich who serves as a Chairman of the Board of Directors,
Chief Executive Officer and Secretary of the Company.  Mrs. Djokovich  currently
serves  as the  Assistant  City  Attorney  for the  City of Santa  Ana,  working
primarily with the Public Works Agency,  specializing  in  construction  law and
solid waste law. From 1991 to 1994, Mrs. Djokovich served as General Counsel for
the Central Orange County Fixed Guideway  Agency.  Prior to working for the City
of Santa Ana, Mrs.  Djokovich  was an Associate  Attorney for the Law Offices of
Bowie,  Arneson,  Kadi & Dixon,  where she represented  various water and school
districts  throughout  Southern  California.  Mrs.  Djokovich holds a Bachelor's
Degree from the University of California,  Irvine, and a Law Degree from Western
State University.

        Alfred Urcuyo

     Mr.  Urcuyo was elected to the Board of Directors on March 19, 1999 and his
term  expires at the next  election of  Directors.  Mr.  Urcuyo is a  successful
entrepreneur  and business  executive.  In 1999, Mr. Urcuyo  founded  Processing
Source   International   (PSI)  to  provide  merchants  with  fully  integrated,
one-stop-shop   e-commerce  solutions.   He  successfully  negotiated  strategic
alliances  with Internet  companies  such as Sage  Networks,  IdeaCenter and Las
Vegas  Internet.  Prior to founding PSI, Mr. Urcuyo,  recognizing the tremendous
market opportunities in the transaction processing industry, founded Cardservice
America as an independent agent of Cardservice International. In the first year,
his company  produced  the second  highest  sales of debit  transactions  in the
nation for  Cardservice  International.  In 1997,  Mr. Urcuyo  founded Home Loan
Mortgage and within one year, he  successfully  sold the business.  In 1996, Mr.
Urcuyo  founded  Marketplace  Consulting,  Inc.  Marketplace  Consulting  served
several  major  clients,  such as Peter  Foy &  Associates,  whose  client  list
includes J.D. Power & Associates,  Dewey Pest Control,  and Hughes Supermarkets.
In 1992,  Mr. Urcuyo joined  Southern  California  Construction  Consultants  as
General/Sales  Manager.  He recruited a sales staff of over 60 people and helped
build a successful home improvement  company. In 1988, Mr. Urcuyo entered into a
distribution  agreement  with  Multi-Flavor,  a  small  manufacturer  of  yogurt
machines.  Over the  next  four  years,  he built a  successful  national  sales
distribution organization and increased sales over 600%. Prior to Multi- Flavor,
Mr. Urcuyo joined Poolsaver,  an Anthony Industry company,  where he set several
sales  records and was offered the position of General  Manager for the Northern
California Division.

                                       11

<PAGE>

        Mark Deo

     Mr. Deo serves as a member of the Company's Board of Directors. Mr. Deo was
elected to the Board of  Directors on March 19, 1999 and his term expires at the
next  election  of  Directors.  Mr. Deo also has served as a  consultant  to the
Company  since  June  1998.  He is  the  founder  and  senior  partner  in  I.T.
Advertising,  a full service  marketing and management firm founded in 1991. Mr.
Deo assists  clients in strategic  planning and direction in both  marketing and
management.  In addition he was senior VP of The Elite Group,  an  international
marketing and management consulting group. With the Elite Group, Mr. Deo led the
consulting   relationship   for  American   Express  and  consulted  the  Yamaha
Corporation in their Hamamatsu offices. Mr. Deo is also a dual course instructor
for Dale Carnegie training worldwide.

        George Taggart

     Mr. Taggart brings over 20 years of  professional  sales  experience to the
Company. In 1998, Mr. Taggart assisted in establishing  Cardservice America as a
premier  agent office for  Cardservice  International.  He was  responsible  for
company personnel,  including sales force and administrative  staff. He was also
responsible for shaping company's direction, vision and its implementation.  Mr.
Taggart  helped  establish  the company as the number two office for debit sales
corporate wide, and helped maintain  Cardservice America within the top 20 agent
office out of 200 offices  nationwide in the last quarter.  Prior to Cardservice
America,  Mr.  Taggart was employed  with  Applied  Graphics  Technologies,  who
provided Digital Imaging at amusement parks, theme  restaurants,  movie premiers
and entertainment gatherings.  He was hired in as Manager,  Nationwide Sales for
their  Amusematte  Division,   where  his  primary   responsibilities   included
marketing, collaterals and management of their sales force.

        Dave Vargha

     Mr.  Vargha  brings  to the  Company  over  15  years  of  extensive  sales
management  expertise.  Mr. Vargha,  previously an employee of Processing Source
International  (PSI),  who helped in the  formation of PSI,  recently  became an
employee of the Company as Vice President of Business Development. Prior to PSI,
Mr. Vargha was acting Chief  Financial  Officer and Vice President of Operations
for Cardservice  America, a merchant bankcard sales  organization.  From 1994 to
1997, Mr. Vargha started and ran his own painting and home improvement business,
Home  Improvement  Specialists.  Mr.  Vargha holds a Bachelor's  Degree from the
University of California, Santa Barbara.

                                       12

<PAGE>


        C.     BACKGROUND AND EXPERIENCE - KEY MANAGEMENT

        Dan M. Baer, Vice President, Network Engineering

     Mr. Baer  joined the  Company as Vice  President,  Network  Engineering  in
October  1997.  Prior to joining the  Company,  Mr. Baer co- founded  InfoQuick,
Inc., an Internet  information service company,  serving as Director of Research
and  Development  and principal  network  engineer.  From 1989 to 1996, Mr. Baer
served as  Assistant  Manager  of  Software  Design  for the Canon  Corporation,
providing  management  and software  development  services and was the principal
designer  for several  patents on  firmware.  From 1987 to 1989,  he was a staff
engineer in the advanced product development group for Epson America.  From 1983
to  1987,  Mr.  Baer  was a  software  engineer  with  Star  Micronics  Research
Laboratories.  During his career,  Mr. Baer has also served as a consultant  for
various companies in the areas of network design and software  development.  Mr.
Baer has patented commercial messaging technology for the Internet.

        Kyle Waltz, Vice President, Software Engineering

     Mr.  Waltz  Senior  joined the Company as Senior  Programmer  in June 1996.
Since that time,  he has  established  himself as a team  leader and an integral
part in the development of the Merchant Manager system.  Mr. Waltz has extensive
knowledge  and  background  in the areas of HTML,  DHTML,  ASP,  COM,  data base
programming and various programming  languages necessary for product development
within  the  Company's  core  group  of  business   offerings.   Mr.  Waltz  has
successfully  completed  courses in Object  Oriented  C++,  Visual  Basic,  Data
Structures and ADA.

        Richard B. Anderson

     Mr.  Anderson  brings  over six years of senior  accounting  and  financial
experience  to  Accesspoint.  Prior to  joining  the  Company,  he held a senior
financial position for Rainmaker Systems, Inc., where he was an integral part in
their Initial Public Offering due diligence  process  associated with the filing
of their S-1 document with the Securities and Exchange Commission.  Mr. Anderson
has extensive  experience  in both  financial  reporting and analysis.  Prior to
working  for  Rainmaker  Systems,  he  was  a  Financial  Analyst  for  Computer
Marketplace,  Inc. Mr. Anderson  received his Bachelor's  Degree in Finance from
Arizona State University.

        Travis Williams

     Mr. Williams came to Accesspoint  from AT&T Wireless  Services where he had
been a  Customer  Care  Supervisor  in a  state-of-the-art  call  center  of 400
employees  for  nearly  five  years.  While with AT&T,  Mr.  Williams  completed
extensive courses and training in the management of customer relation  services.
He also  worked in  customer  service  management  for  Nintendo  of America for
several years. Mr. Williams holds an MBA from the University of Phoenix.


                                       13

<PAGE>


        Tom Maresh

     Mr.  Maresh has been  employed  by the  Company for over three years and is
directly  responsible  for the  development of the Company's  technical  service
expertise.  During his tenure with the Company,  Mr. Maresh developed  technical
support systems credited for reducing  support  incident  duration and increased
accuracy  of the  Company's  technical  knowledge  base.  Mr.  Maresh  posses an
extensive  knowledge  of various  aspects of Internet  and network  services and
assists in the training  programs  for all new Company  support  personnel.  Mr.
Maresh holds a Bachelor's Degree in Psychology from the University of California
at Santa Cruz.

        Mary Ann Bentley, Vice President and Operations Manager

     Mary Ann Bentley is married to James W. Bentley,  the Company's  President.
Prior to joining the Company,  Mrs. Bentley served as the accounting manager and
inventory  control  manager  for  Bentley  Marine  Video,  an  underwater  video
technology company, from 1992 to 1997. In 1982, Mrs. Bentley went back to school
and earned a nursing degree in 1986. From 1971 to 1981,  Mrs.  Bentley served as
the  accounting  manager for Bentley  Ranches,  a 50,000-acre  cattle ranch with
interest in cattle,  hay and timber.  While on the ranch,  Mrs. Bentley was very
active in the  community  by earning an EMT I  (emergency  medical  technician),
volunteering as an ambulance  driver,  and organizing and acting as president of
the cooperative preschool in the ranching community.

        E.     BOARD OF ADVISORS

     The Board of Advisors  advises the Company's  management team, with respect
to  technological  and  commercial  issues  concerning  the  Company's  areas of
interest. The Company's practice has been, and is expected to continue to be, to
consult with members of the Board of Advisors on an individual  basis as needed.
All of the members of the Board of Advisors  have entered  into  confidentiality
agreements  with the  Company,  and  subject  to this  constraint,  the Board of
Advisors are entitled to accept employment with, or provide consulting  services
to others, including competitors or potential competitors of the Company.

        Toby Parrish

     Mr. Parrish is the Vice President of Industry  Services for Equifax Inc. an
e-commerce  corporation  that delivers  authentication,  e-commerce  consulting,
digital  certificates,  PKI, and  encryption  solutions to numerous  technology,
Internet, telecommunications, insurance, and on-line auction companies. Prior to
Equifax Inc., Mr. Parrish was with Epoch Internet, the nations largest privately
held  Internet  backbone  provider  as the  Director of Network  Operations  and
Customer  Service,   responsible  for  e-  commerce   consulting,   mergers  and
acquisitions,  product  inventions,  development  process review,  deal reviews,
account   management,   project   management,   telecom,   network   operations,
firewall/security and customer engineering. Prior to Epoch Internet, Mr. Parrish
was with The Walt Disney  Company as the Sr.  Manager of end user  computing and
Financial   Systems  support  group,   managing   employees  on  six  continents
responsible  for defining and  implementing  the  information  services  support
strategy  for  the  Consumer   Products  Division  and  it's  20,000  employees.
Supporting legal, finance, records, books,  domestic/international  video, human
resources,  classics,  stores,  information systems, and executive. Prior to The
Walt Disney Company, Mr. Parrish was with Bugle Boy Industries as the Manager of
Information  Services Support  managing a quality team of support  professionals
responsible  for  defining and  implementing  support  strategies  for Bugle Boy
Industries  260-store  retail  division  and  its  3,500  employees.   Areas  of
functional focus include call center, POS, credit card processing,  MIS, desktop
support, LAN/WAN, sales audit, loss prevention, P&L, end user help desk, quality
assurance, project management, telecom, and data entry. Mr. Parrish has 15 years
of  in-depth   operations   experience  within  multiple  cultures,   platforms,
professions,  and a proven  ability to lead teams of  experienced  professionals
that provide sales, e-commerce,  internet, financial and technical services from
start-ups to large corporations where Internet, I.S., and financial services are
critically important.

                                       14

<PAGE>

        Greg S. Tolleson, CPA

     Mr.  Tolleson  is  the  managing  partner  of  Tolleson  &  Associates,  an
accountancy firm providing  consulting,  accounting and income taxation services
to  over  three  hundred  clients  in  varied  businesses,   including  numerous
technology  and  telecommunications  companies.  Prior  to  forming  Tolleson  &
Associates,  Mr. Tolleson spent eleven years with the  international  accounting
firm of Deloitte & Touche, LLP, providing consulting,  accounting and income tax
services  for a variety of clients  ranging  from small  businesses  and wealthy
individuals  to  multinational  corporations.  Mr.  Tolleson  was  a  designated
specialist in the area of hi- tech companies as well as the lead  specialist for
the Orange  County  office in the  taxation  of  international  operations.  Mr.
Tolleson holds a Masters Degree in income  taxation.  He is also a member of the
American Institute of Certified Public Accountants and the California Society of
Certified Public Accountants.

PREVIOUS "BLANK CHECK" OR "SHELL" COMPANY INVOLVEMENT

     Former management of the Company, which has now resigned, has been involved
in prior private "blank check" or "shell" companies as follows:

         Each of the  members of  management are also  officers and Directors of
certain  other "shell"  companies,  as follows:  J.S.J.  Capital  Corp.,  J.S.J.
Capital II, Inc.,  J.S.J.  Capital  III,  Inc.,  Cross Check Corp.  and Marathon
Marketing  Corp.  Scott  Deitler  and James Toot are  President  and  Secretary,
respectively,  and  Directors of Advanced  Ceiling  Supplies,  Inc.  None of the
companies  have  completed an acquisition or merger and all of the companies are
in the development stage.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

         As  permitted by California Statutes, the  Company  may  indemnify  its
directors and officers  against  expenses and liabilities  they incur to defend,
settle,  or satisfy any civil or criminal action brought against them on account
of their being or having been Company  directors or officers unless, in any such
action,  they are  adjudged  to have  acted  with  gross  negligence  or willful
misconduct.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act of 1933 may be  permitted  to  directors,  officers  or  persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that, in the opinion of the  Securities  and Exchange  Commission,
such  indemnification  is against public policy as expressed in that Act and is,
therefore, unenforceable.

                                       15

<PAGE>


Item 10.          Executive Compensation
----------------------------------------------

     The Company accrued no  compensation  to the executive  officers as a group
for services  rendered to the Company in all  capacities  during the period from
inception to April 12, 2000. No one executive officer  received,  or has accrued
for his benefit,  in excess of $60,000 for the year. No cash bonuses were or are
to be paid to such persons.

         The Company does not have any employee incentive stock option plans.

         There are no plans pursuant to which cash or non-cash  compensation was
paid or  distributed  during the last fiscal year,  or is proposed to be paid or
distributed in the future, to  the executive officers of the Company.   No other
compensation not described above was paid or distributed  during the last fiscal
year to the executive  officers of the Company.  There are no compensatory plans
or  arrangements,  with respect to any  executive  office of the Company,  which
result or will result from the resignation,  retirement or any other termination
of such individual's  employment with the Company or from a change in control of
the Company or a change in the individual's  responsibilities following a change
in control.
                                       16

<PAGE>
<TABLE>
<CAPTION>

ITEM 6.           EXECUTIVE COMPENSATION.


                    SUMMARY COMPENSATION TABLE OF EXECUTIVES
                    ----------------------------------------


                                          Annual Compensation                                 Awards
<S>                       <C>        <C>          <C>         <C>                     <C>              <C>

Name &                    Year       Salary       Bonus       Other Annual            Restricted       Securities
Principal Position                   ($)          ($)         Compensation            Stock            Underlying
                                                              ($)                     Award(s)         Options/
                                                                                      ($)              SARS (#)
------------------------------------------------------------------------------------------------------------------------
Scott A.  Deitler,        1997       0            0           0                       0                0
President                 1998       0            0           0                       0                0
                          1999       0            0           0                       0                0

James W. Toot,            1997       0            0           0                       0                0
Secretary                 1998       0            0           0                       0                0
                          1999       0            0           0                       0                0

Jeff P. Ploen             1997       0            0           0                       0                0
Treasurer                 1998       0            0           0                       0                0
                          1999       0            0           0                       0                0


</TABLE>

                                       17

<PAGE>

                                              Directors' Compensation

<TABLE>
<CAPTION>
<S>                                      <C>            <C>            <C>               <C>           <C>
Name                                     Annual         Meeting        Consulting        Number        Number of
                                         Retainer       Fees ($)       Fees/Other        of            Securities
                                         Fee($)                        Fees ($)          Shares        Underlying
                                                                                         (#)           Options
                                                                                                       SARS (#)
----------------------------------------------------------------------------------------------------------------------------
A. Director, Scott A. Deitler            0              0              0                 0             0
B. Director, James W. Toot               0              0              0                 0             0
C. Director, Jeff P. Ploen               0              0              0                 0             0


</TABLE>

        Option/SAR Grants Table (None)

        Aggregated Option/SAR Exercises in Last Fiscal Year an FY-End Option/SAR
value (None)

         Long Term Incentive Plans - Awards in Last Fiscal Year (None)

         No officer or director has received any other  remuneration  in the two
year  period  prior to the filing of this  registration  statement.  There is no
current plan in  existence,  to pay or accrue  compensation  to its officers and
directors for services related to seeking business  opportunities and completing
a merger or  acquisition  transaction.  See "Certain  Relationships  and Related
Transactions."  The  Company  has  no  stock  option,  retirement,  pension,  or
profit-sharing  programs  for  the  benefit  of  directors,  officers  or  other
employees, but the Board of Directors may recommend adoption of one or more such
programs in the future.


Item 11.          Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------------------------

     The following  table sets forth, at April 11, 2000, the number of shares of
Common Stock owned of record and beneficially by executive  officers,  directors
and  persons  who  hold  5.0% or more of the  outstanding  Common  Stock  of the
Company.  Also  included  are the  shares  held by all  executive  officers  and
directors as a group.

                                       18

<PAGE>


SHAREHOLDERS/                      NUMBER OF SHARES                    OWNERSHIP
BENEFICIAL OWNERS                                                     PERCENTAGE
-------------------                ------------------                 ----------
James W. Toot                          224,000*                            33.3%
Secretary & Director

Jeff P. Ploen                          224,000*                            33.3%
Treasurer & Director

Laurence Dietler                       224,000*                            33.3%

All directors and executive            672,000*                            66.6%
officers as a group (2 persons)


*  All shares were purchased by Accesspoint Corporation  and retired to treasury
as part of the merger with Accesspoint Corporation.


Item 12.       Certain Relationships and Related Transactions
----------------------------------------------------------------

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     In 1999,  the Company  issued to its founding  directors a total of 448,000
shares of Common Stock for a total of $200. In 1999, 1 person purchased  224,000
shares at $.00044  per share for a total of $100.  Certificates  evidencing  the
Common Stock issued by the Company to these persons have all been stamped with a
restrictive legend, and are subject to stop transfer orders by the Company.  For
additional  information  concerning  restrictions  that  are  imposed  upon  the
securities  held  by  current  stockholders,  and the  responsibilities  of such
stockholders  to comply with federal  securities laws in the disposition of such
Common Stock.

     As of April 12, 2000, Accesspoint  Corporation purchased all 672,000 shares
issued  and  outstanding.  J.S.J.  Capital  III,  Inc.  became  a  wholly  owned
subsidiary,  and the  share  were  retired  in the  merger  between  Accesspoint
Corporation and its wholly owned subsidiary, J.S.J. Capital III, Inc.

                                       19

<PAGE>


                                     PART IV


Item 13.       Exhibits and Reports on Form 8-K
-------------------------------------------------

     The following documents are filed as part of this report:

     1.   Reports on Form 8-K:
          None

     2.   Exhibits:
          None
                                       20

<PAGE>
                                      INDEX

                                                      Form 10-K
Regulation                                            Consecutive
S-K Number                 Exhibit                    Page Number

3.1               Articles of Incorporation           *Incorporated by reference
                                                      to Registration Statement
                                                      10SB/12(g) #000-28519

3.2               Amendment to Articles of            Incorporated by Reference
                  Incorporation                       to Registration Statement
                                                      10SB/12(g) #000-28519


3.2               Bylaws                              *Incorporated by reference
                                                      to Registration Statement
                                                      10SB/12(g) #000-28519

27.1              Financial Data Schedule             EX-27.1

                                       21

<PAGE>

                                   SIGNATURES:
                                   -----------

Pursuant to the  requirements  of Section 12 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.

DATED:  August _____, 2000


                                       ACCESSPOINT CORPORATION

                                BY:      /S/
                                       -------------------------------
                                         Tom M. Djokovich, Chairman & CEO

                                BY:
                                       --------------------------------
                                         Tamara A. Djokovich, Director


                                       --------------------------------
                                         Alfred Urcuyo, Director


                                       --------------------------------
                                         James W. Bentley, Director


                                       --------------------------------
                                         Mark Deo, Director


                                       22

<PAGE>


                          INDEX TO FINANCIAL STATEMENTS

                                                              Page

Independent Auditor's Report                                   F-2

Financial Statements:

  Balance Sheet                                                F-3

  Statements of Operations                                     F-4

  Statement of Changes in Stockholders' Equity (Deficit)       F-5

  Statements of Cash Flows                                     F-6

Notes to Financial Statements                                  F-7 - F-8


                                      F-1

<PAGE>

                                AJ. ROBBINS & PC
                          CERTIFIED PUBLIC ACCOUNTANTS
                                AND CONSULTANTS
                        3033 E. First Avenue, Suite 201
                                Denver, CO 80206
                                 (303) 321-1281
                              Fax: (303) 321-1288


                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors and Stockholders
J.S.J. Capital III Inc.
Boulder, Colorado

We have audited the  accompanying  balance  sheet of J.S.J.  Capital III Inc. (a
development  stage company) as of April 12, 2000, and the related  statements of
operations,  changes in stockholders'  equity (deficit),  and cash flows for the
period from  November 1, 1999 to April 12, 2000 and for the period from  October
6, 1999  (inception)  to October 31, 1999.  These  financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining on a test basis,  evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of J.S.J.  Capital III Inc. as of
April 12,  2000,  and the results of its  operations  and its cash flows for the
period from  November 1, 1999 to April 12, 2000 and for the period from  October
6, 1999  (inception) to October 31, 1999, in conformity with generally  accepted
accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the  Company  is in the  development  stage  and has not
commenced  operations.  Its ability to continue as a going  concern is dependent
upon its ability to develop  additional  sources of  capital,  complete a merger
with  Accesspoint  Corp. and ultimately  achieve  profitable  operations.  These
conditions  raise  substantial  doubt  about its  ability to continue as a going
concern.  The  financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.

/s/ A.J. Robbins, PC
CERTIFIED PUBLIC ACCOUNTANTS
AND CONSULTANTS
Denver, Colorado
August 3, 2000

                                      F-2

<PAGE>



                             J.S.J. CAPITAL III INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                                 APRIL 12, 2000

                                     ASSETS

CURRENT ASSETS, Cash                                         $            3,301
                                                             ==================



                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:

     Accrued interest, related party                         $              150
     Loans payable, related party                                         7,500
                                                             ------------------

                                                                          7,650
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT):

     Common stock, $.0001 par value 50,000,000 shares                        67
     Additional paid-in capital                                             233
     (Deficit) accumulated during the development stage                  (4,649)
                                                             ------------------

                  Total Stockholders' Equity (Deficit)                   (4,349)
                                                             ------------------

                                                             $            3,301
                                                             ==================



                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       F-3

<PAGE>
<TABLE>
<CAPTION>


                                             J.S.J. CAPITAL III INC.
                                          (A Development Stage Company)
                                            STATEMENTS OF OPERATIONS

                                                                                                Cumulative
                                                                         For the Period            from
                                                       For the Period         From              October 6,
                                                            From         October 6, 1999           1999
                                                        November 1,        (Inception)         (Inception)
                                                          1999 to              to                   to
                                                         April 12,         October 31,           April 12,
                                                            2000                1999               2000
                                                     -----------------   -----------------  -----------------
<S>                                                  <C>                 <C>                <C>
REVENUE:

     Interest income                                 $              52   $          -       $              52
                                                     -----------------   -----------------  -----------------

EXPENSES:

     General and administrative                                  4,281                 270              4,551
     Interest expense, related party                               150              -                     150
                                                     -----------------   -----------------  -----------------

                  Total Expenses                                 4,431                 270              4,701
                                                     -----------------   -----------------  -----------------

NET (LOSS)                                           $          (4,379)  $            (270) $          (4,649)
                                                     =================   =================  =================


NET (LOSS) PER COMMON SHARE - BASIC                  $           (.01)   $          *
                                                     ================    ============


WEIGHTED AVERAGE NUMBER OF COMMON SHARES
    OUTSTANDING - BASIC                                       672,000             672,000
                                                     =================   =================

*Less than $(.01)

</TABLE>


                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                      F-4

<PAGE>
<TABLE>
<CAPTION>


                                             J.S.J. CAPITAL III INC.
                                          (A Development Stage Company)
                             STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                       FOR THE PERIOD FROM OCTOBER 6, 1999 (INCEPTION) TO OCTOBER 31, 1999
                           AND FOR THE PERIOD FROM NOVEMBER 1, 1999 TO APRIL 12, 2000

                                                                                                   (Deficit)
                                                                                                  Accumulated
                                                                                Additional         During the
                                                 Common Stock                    Paid-In          Development
                                           Shares              Amount             Capital             Stage               Total
                                        -----------         -----------         ------------    ----------------        ---------
<S>                                           <C>        <C>                <C>                <C>                 <C>
Balances, October 6, 1999                      -         $         -        $         -        $         -         $         -
   Issuance of stock on October 10,
1999 for $.00045 per share                    672,000                  67                233             -                      300
   Net (loss)                                  -                   -                  -                    (270)               (270)
                                     ----------------    ----------------   ----------------   ----------------    ----------------

Balances, October 31, 1999                    672,000                  67                233               (270)                 30
   Net (loss)                                  -                   -                  -                  (4,379)             (4,379)
                                     ----------------    ----------------   ----------------   ----------------    ----------------

Balances, April 12, 2000                      672,000    $             67   $            233   $         (4,649)   $         (4,349)
                                     ================    ================   ================   ================    ================


</TABLE>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                      F-5

<PAGE>
<TABLE>
<CAPTION>


                                                     J.S.J. CAPITAL III INC.
                                                  (A Development Stage Company)
                                                    STATEMENTS OF CASH FLOWS

                                                                                                                       Cumulative
                                                                             For the Period      For the Period           from
                                                                                  From                From             October 6,
                                                                              November 1,        October 6, 1999          1999
                                                                                1999 to            (Inception)       (Inception) to
                                                                               April 12,         to October 31,         April 12,
                                                                                  2000                  1999               2000
                                                                          -----------------     -----------------   ----------------
<S>                                                                       <C>                   <C>                     <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:

     Net (loss) from operations                                           $     (4,379)         $      (270)            $    (4,649)
     Adjustments to reconcile net (loss) to net cash (used) by
         Changes in:
              Accrued interest, related party                                      150                  -                       150
                                                                          ------------          -----------             -----------

                  Net Cash (Used) by Operating Activities                       (4,229)                (270)                 (4,499)
                                                                          ------------          -----------             -----------



CASH FLOWS FROM (TO) FINANCING ACTIVITIES:

     Common stock issued for cash                                               -                       300                     300
     Proceeds from loans payable, related party                                  7,500               -                        7,500
                                                                          ------------          -----------             -----------

                  Net Cash Provided by Financing Activities                      7,500                  300                   7,800
                                                                          ------------          -----------             -----------



NET INCREASE IN CASH                                                             3,271                   30                   3,301

CASH, beginning of period                                                           30               -                       -
                                                                          ------------          -----------             -----------

CASH, end of period                                                       $      3,301          $        30             $     3,301
                                                                          ============          ===========             ===========


</TABLE>

                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                       F-6


<PAGE>


                             J.S.J. CAPITAL III INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

History

J.S.J.  Capital  III Inc.  (the  Company),  a  development  stage  company,  was
organized  under the laws of the State of Nevada on October 6, 1999. The Company
is in the development stage as defined in Financial  Accounting  Standards Board
Statement No. 7. The fiscal year end is October 31.

Going Concern

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of  liabilities  in  the  normal  course  of  business.  The  Company  is in the
development stage and has not earned any revenues from operations to date.

The Company  devoted its efforts to  locating  merger  candidates.  On April 12,
2000, the Company entered into a merger  agreement with  Accesspoint  Corp. (see
Note 4). The Company's  ability to continue as a going concern is dependent upon
its ability to develop  additional  sources of  capital,  complete a merger with
Accesspoint   Corp.,  and  ultimately,   achieve  profitable   operations.   The
accompanying  financial  statements  do not include any  adjustments  that might
result from the outcome of these uncertainties.

Income Taxes

The Company uses the liability method of accounting for income taxes pursuant to
Statement of Financial Accounting Standards No. 109. Under this method, deferred
income  taxes are  recorded to reflect the tax  consequences  in future years of
temporary  differences  between the tax basis of the assets and  liabilities and
their financial amounts at year end.

For federal  income tax  purposes,  substantially  all expenses must be deferred
until the  Company  commences  business  and then they may be written off over a
60-month  period.  Therefore,  $4,649 of net losses  incurred in the period from
October 6, 1999  (inception)  to April 12, 2000 have not been  deducted  for tax
purposes  and  represent  a deferred  tax asset.  The  Company  is  providing  a
valuation  allowance in the full amount of the deferred tax asset since there is
no assurance of future  taxable  income.  Tax  deductible  losses can be carried
forward  for 20 years  until  utilized,  however,  such losses may be subject to
limitations, in the event of a change of ownership.

Earnings (Loss) Per Common Share

During 1997 the Financial  Accounting  Standard Board (FASB) issued Statement of
Financial  Accounting  Standards No. 128,  "Earnings per Share" (SFAS 128). SFAS
128 replaced the  calculation  of primary and fully  diluted  earnings per share
with basic and diluted  earnings  per share.  Basic  earnings  (loss) per common
share is  computed  based  upon the  weighted  average  number of common  shares
outstanding  during the  period.  Diluted  earnings  per share  consists  of the
weighted  average number of common shares  outstanding plus the dilutive effects
of options and warrants  calculated  using the treasury  stock  method.  In loss
periods,  dilutive common  equivalent shares are excluded as the effect would be
anti-dilutive.


                                       F-7

<PAGE>

                             J.S.J. CAPITAL III INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of Estimates in the Preparation of Financial Statements

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the  reported  amounts  of assets  and  liabilities,  the  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues and expenses  during the  reporting  periods.
Actual results could differ from those estimates and assumptions.

NOTE 2 - STOCKHOLDERS' EQUITY

During  October 1999,  the Company  issued for cash 672,000 shares of its $.0001
par value common stock to its officers and directors at $.00045 per share.

NOTE 3 - RELATED PARTY TRANSACTIONS

On December 8, 1999, the Company received loans from  stockholders in the amount
of $7,500. The loans are due upon demand, with interest accruing at 6%.

NOTE 4 - CHANGE IN CONTROL

On April 12, 2000,  the three  shareholders  of the Company  agreed to sell, and
sold, a total of 672,000 shares, or 100% of the outstanding  common stock of the
Company, to Accesspoint Corp. for $150,000.

Upon  completion  of the  purchase of all issued and  outstanding  shares of the
Company,  Accesspoint Corp.  intends to merge with the Company as a wholly owned
subsidiary.


                                      F-8