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
