SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K




                                 CURRENT REPORT



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



Date of Report: April 12, 2000


                            J.S.J. CAPITAL III, INC.
             (Exact name of registrant as specified in its charter)



    Nevada                 000-29217                        84-1522581
- ----------------           ---------                        ----------
(State or other            (Commission                      (IRS Employer
jurisdiction of            File Number)                     Identification No.)
incorporation)



1529 Spruce Street, Suite 10, Boulder, CO                     80302
- -----------------------------------------                     -----
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code: (303) 422-8127

Not Applicable
(Former name or former address, if changed since last report.)






Item 1.  Changes in Control of Registrant

     On April 12, 2000,  three major  shareholders  of the Registrant  agreed to
sell and sold to Accesspoint  Corp. a total of 672,000 shares of common stock of
Registrant, constituting 100% of the Company for $_____________ per share.

     Upon  completion  of the purchase of all issued and  outstanding  shares of
Registrant, Accesspoint Corp. intends to merge with Registrant as a wholly owned
subsidiary pursuant to California and Nevada law.

         The Registrant will change its name to United Venture Group, Inc.

Item 2.  Acquisition or Disposition of Assets

                  None.

Item 3.  Bankruptcy or Receivership

                  None.

Item 4.  Changes in Accountants

                  None.

Item 5.  Other Events

                  None.

Item 6.  Resignation of Directors

         It is anticipated that existing directors will resign and new directors
will be appointed.

Item 7.  Financial Statements Pro Forma Financial & Exhibits

10.1     Share Purchase Agreement





                                   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: April 12, 2000                    J.S.J. CAPITAL, INC.
      -------------------

                                            /s/ Scott Deitler
                                        By: ------------------------------------
                                              Scott Deitler
                                              President