SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10QSB
Quarterly Report under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarter Ended Commission File Number
January 31, 2000 000-29217
J.S.J. CAPITAL III, INC.
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(Prior name of registrant)
ACCESSPOINT CORP.
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(New name of Registrant as of April 12, 2000)
Nevada 84-1522581
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(State of incorporation) (I.R.S. Employer
Identification No.)
1529 Spruce Street, Suite 10, Boulder, CO 80302
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(Former address of principal executive offices) (Zip Code)
38 Executive Park, Suite 350, Irvine, CA 92614
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(New address of principal executive offices as of April 12, 2000) (Zip Code)
Registrant's telephone number, including area code: (949) 852-8526
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 X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
672,000 common shares as of Januaury 31, 2000
<PAGE>
Part I: FINANCIAL INFORMATION
<TABLE>
<CAPTION>
J.S.J. CAPITAL III, INC.
(A Development Stage Company)
(Unaudited)
BALANCE SHEETS (Stated in US
Dollars) (Unaudited--See Note 1)
ASSETS
January 31, October 31,
2000 1999
<S> <C>
Current
Cash $3,301 30
------------------------ ------------------------------
$0
======================== ==============================
Total Assets 3,301
LIABILITIES
Current
Accounts payable and stockholder loan 7,650 -
------------------------ ------------------------------
Total Liabilities 7,650
======================== ==============================
STOCKHOLDERS' EQUITY
Preferred stock, no par value,
5,000,000 shares authorized, none
issued
Common stock, no par value
50,000,000 shares authorized;
672,000 issued & outstanding 67 67
Additional Paid-in Capital 233 233
Deficit accumulated during the (4,621) (270)
development stage
------------------------ ------------------------------
Total Stockholders' Equity (Deficit) (4,621) 30
------------------------ ------------------------------
Total Liabilities and Stockholders' Equity $ (4,349) 30
======================== ==============================
</TABLE>
SEE ACCOMPANYING NOTES
F-1
<PAGE>
<TABLE>
<CAPTION>
J.S.J. CAPITAL III, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
for the three month period ended January 31, 2000
(Stated in US Dollars)
(Unaudited - See Note 1)
Cumulative
Three months ending from October 6,
January 31 1999
------- (Inception) to
2000 1999 January 31, 2000
---- ---- -----------------
<S> <C> <C> <C>
Revenue (from interest) 30 30
Expenses
General & Admin Expenses 4281 4,681
Interest, related party 100 - -
-------------------- --------------------- -------
Loss (4351) - 4,681
-------------------- --------------------- -------
Net income (loss) for the
period (4351) - (4,621)
==================== ===================== =======
Net income per share (.0) - -
==================== ===================== =======
Weighted average number of
common shares outstanding 672,000 0
==================== =====================
</TABLE>
SEE ACCOMPANYING NOTES
F-2
<PAGE>
<TABLE>
<CAPTION>
J.S.J. CAPITAL III, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
for the three months ended January 31, 2000
(Stated in US Dollars)
(Unaudited - See Note 1)
Cumulative
from October 6,
1999
Inception to
January 31, 2000 January 31, 2000
------------------- ----------------
<S> <C> <C>
Cash flow to operating activities:
Net gain (loss) ($4,351) ($4,621)
Adjustments to reconcile net
loss to net cash used in
operations
Accounts payable 0 0
Management fees 0 0
Amortization - -
Changes in non-cash items:
Accounts payable 7,650 -
------------------- --------
Net cash used in operating
activities 7,500 (4,621)
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Cash flows to investing
activities 7,500 300
Organization costs
Shareholder's Loan 7,500
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Net cash used in investing
activities: - 7,800
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Cash flows from financing
activities:
Proceeds from issuance of
common stock - -
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Net cash provided by
financing activities - -
------------------- --------
Net increase in cash 0 3,000
Cash, beginning of period 0 0
------------------- --------
Cash, end of period $3,301 $3,000
=================== ========
</TABLE>
SEE ACCOMPANYING NOTES
F-3
<PAGE>
<TABLE>
<CAPTION>
J.S.J. CAPITAL III INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM OCTOBER 6, 1999 (INCEPTION)
TO JANUARY 31, 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) October 31, 1999 - - - (270) (270)
---------------- ---------------- ---------------- ---------------- ----------------
Net loss for January 31, 2000 - - - (4,341)
---------------- ---------------- ---------------- ---------------- ----------------
Balances, January 31, 2000 672,000 $ 67 $ 233 $ (4,621) $ (4,351)
================ ================ ================ ================ ================
</TABLE>
SEE ACCOMPANYING NOTES
F-4
<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 is currently devoting its efforts to locating merger candidates. The
Company's ability to continue as a going concern is dependent upon its ability
to develop additional sources of capital, locate and complete a merger with
another company, 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, $270 of net losses incurred in the period from
October 6, 1999 (inception) to October 31, 1999 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.
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-5
<PAGE>
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.
F-6
<PAGE>
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THREE MONTH PERIOD ENDED JANUARY 31, 2000
The Company was incorporated October 6, 1999.
The Company experienced expenses for the three month period ended January 31,
2000. The Company had no revenues except interest of $30 for the period in 2000.
The Company recorded a loss for the period of ($4,351) which was less than
($.01) per share. The Company will probably continue to experience losses until
income can be achieved through business operations. While the Company may seek
capital sources for investment; there is no assurance that such can be found.
Losses will probably occur until business revenues can be achieved of which
there is no assurance.
LIQUIDITY AND CAPITAL RESOURCES
The Company had cash capital at the end of the period of $3,301, which is
insufficient for any operations. The Company will be forced to either borrow or
make private placements of stock in order to fund operations. No assurance
exists as to the ability to achieve loans or make private placements of stock.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULT UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
No reports on Form 8-K were made for the period for which this report
is filed.
<PAGE>
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: September 15, 2000
ACCESSPOINT CORP. formerly
J.S.J. CAPITAL III, INC.
/s/ Tom Djokovich
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Tom Djokovich, CEO
