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