-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KQRaVYQiK7kIbhsUzI6BvQmCeg6AXAXwj3VCU4W1LHrAOeomt0pVl/IE7pWP0EuK RlZZ3DU9vd91OTEbBMBPKw== 0001199835-04-000357.txt : 20040806 0001199835-04-000357.hdr.sgml : 20040806 20040805185108 ACCESSION NUMBER: 0001199835-04-000357 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20040806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: A J&J PHARMA CORP CENTRAL INDEX KEY: 0001140452 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 861024812 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-32767 FILM NUMBER: 04955904 BUSINESS ADDRESS: STREET 1: 8776 EASH SHEA STREET 2: #B3A323 CITY: SCOTTSDALE STATE: AZ ZIP: 85260 BUSINESS PHONE: 4806029262 MAIL ADDRESS: STREET 1: 8776 EASH SHEA STREET 2: #B3A323 CITY: SCOTTSDALE STATE: AZ ZIP: 85260 FORMER COMPANY: FORMER CONFORMED NAME: NORICOM INC DATE OF NAME CHANGE: 20010510 10QSB 1 ajjpharma_10qsb06302004.txt A J&J PHARMA 06/30/2004 10 QSB SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2004. [ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ______________ to ______________ Commission file number: 000-32767 A J&J PHARMA CORP. -------------------------------------- (Exact name of small business issuer as specified in its charter) NEVADA 86-1024812 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 8776 East Shea, Suite B3A323, Scottsdale, AZ 85260 ------------------------------------------ (Address of principal executive office) (Zip Code) 602-821-6492 --------------------- (Issuer's telephone number) Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes XX No ---- ---- The number of outstanding shares of the issuer's common stock, $0.001 par value, as of June 30, 2004 was 1,000,000. 1 A J&J PHARMA CORP. (A DEVELOPMENT STAGE COMPANY) TABLE OF CONTENTS Part I Financial Information Item 1. Financial Statements: Condensed Balance Sheets June 30, 2004 (unaudited) and December 31, 2003....................................3 Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2004 and 2003, and cummulative from inception on July 16,1998 through June 30, 2004 .......................................................4 Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2004 and 2003, and cummulative from inception on July 16, 1998 through June 30, 2004................5 Statement of Stockholders' equity for the period from July 16, 1998 to June 30,(unaudited).................................6 Notes to Financial Statements (unaudited)............................7 Item 2. Plan of operation....................................................7 Part II Other Information Item 1. Legal Proceedings....................................................7 Item 2. Change in Securities.................................................7 Item 6. Exhibits and Reports on Form 8-K ....................................7 Signatures...................................................................8 2 Part I Financial Information Item 1. Financial Statements A J&J PHARMA CORP. (A DEVELOPMENT STAGE COMPANY) CONDENSED BALANCE SHEETS June 30, December 31, 2004 2003 -------------- -------------- (unaudited) ASSETS ------------- ASSETS $ - $ - ============== ============== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) ----------------------------------------------- CURRENT LIABILITIES Accounts payable, Officers $ 23,651 $ 19,933 -------------- -------------- Total Current Liabilities 23,651 19,933 -------------- -------------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY (DEFICIT) Common stock, par value $.001, 25,000,000 shares authorized, 1,000,000 issued and outstanding 1,000 1,000 Paid in capital 1,800 1,800 (Deficit) accumulated during the (26,451) (22,733) development stage -------------- -------------- Total Stockholders' Equity (Deficit) (23,651) (19,933) -------------- -------------- $ - $ - ============== ============== SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS 3 A J&J PHARMA CORP. (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
Cummulative from July 16, 1998 Three Months Ended Six Months Ended (Inception) June 30, June 30, to ------------------------------------------------------------ 2004 2003 2004 2003 June 30, 2004 ------------------------------------------------------------ REVENUES $ - $ - $ - $ - $ - ---------- ---------- ---------- ----------- --------------- EXPENSES General and administrative 1,291 875 3,718 2,035 26,451 ---------- ---------- ---------- ----------- --------------- Total expenses 1,291 875 3,718 2,035 26,451 ---------- ---------- ---------- ----------- --------------- NET (LOSS) $ (1,291) (875) $ (3,718) $ (2,035) $ (26,451) ---------- ---------- ---------- ----------- --------------- NET (LOSS) PER SHARE * * * * WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 1,000,000 1,000,000 1,000,000 1,000,000 ========== ========== ========== =========== * less than $.01 per share
4 A J&J PHARMA CORP. (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
Cumulative from July 16, Six Months Ended 1998 June 30, (Inception) ------------------------- to 2004 2003 June 30, 2004 ------------ ------------ --------------- CASH FLOWS FROM OPERATING ACTIVITIES OPERATING ACTIVITIES Net (loss) from operations $ (3,718) $ (2,035) $ (26,451) ------------ ------------ --------------- NET CASH (USED BY) OPERATING ACTIVITIES (3,718) (2,035) (26,451) ------------ ------------ --------------- FINANCING ACTIVITIES Shareholder advances 3,718 2,035 23,651 Proceeds from sale of common stock 2,800 ------------ ------------ --------------- NET CASH PROVIDED BY FINANCING ACTIVITIES 3,718 2,035 26,541 ------------ ------------ -------------- NET INCREASE IN CASH - - - CASH, BEGINNING OF PERIOD - ------------ ------------ --------------- CASH, END OF PERIOD $ - $ - $ - ============ ============ ===============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS 5 A J&J PHARMA CORP. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
(Deficit) Accumulated Common Stock During the ----------------------- Paid-in Development Shares Amount Capital Stage Total ----------- ----------- ----------- ----------- ----------- Balances, at inception $ $ $ $ $ July 16,1998 ----------- ----------- ----------- ----------- ----------- Proceeds from sale of common stock at $.01 per share 200,000 200 1,800 2,000 Proceeds from sale of common stock at par value $.001 800,000 800 800 Net (loss) for the period (2,385) (2,385) ----------- ----------- ----------- ----------- ----------- Balances, December 31, 1998 1,000,000 1,000 1,800 (2,385) 415 Net (loss) for the year (2,985) (2,985) ----------- ----------- ----------- ----------- ----------- Balances, December 31, 1999 1,000,000 1,000 1,800 (5,370) (2,570) Net (loss) for the year (2,985) (2,985) ----------- ----------- ----------- ----------- ----------- Balances, December 31, 2000 1,000,000 1,000 1,800 (8,355) (5,555) Net (loss) for the year (5,685) (5,685) ----------- ----------- ----------- ----------- ----------- Balances, December 31, 2001 1,000,000 1,000 1,800 (14,040) (11,240) Net (loss) for the year (4,335) (4,335) ----------- ----------- ----------- ----------- ----------- Balances, December 31, 2002 1,000,000 1,000 1,800 (18,375) (15,575) Net (loss) for the year (4,358) (4,358) ----------- ----------- ----------- ----------- ----------- Balances, December 31, 2003 1,000,000 1,000 1,800 (22,733) (19,933) (unaudited) Net (loss) for six months (3,718) (3,718) ended June 30, 2004 ----------- ----------- ----------- ----------- ----------- Balances, June 30, 2004 (unaudited) $1,000,000 $ 1,000 $ 1,800 $ (26,451) $ (23,651) =========== =========== =========== =========== ===========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS 6 Note 1. BASIS OF PRESENTATION In the opinion of management, the accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company's financial position as of June 30, 2004 and the results of its operations and cash flows for the three and six months ended June 30, 2004 and 2003 have been made. Operating results for the six months ended June 30, 2004 are not necessarily indicative of the results that may be expected for the year ended December 31, 2004. These condensed financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company's Form 10-KSB for the year ended December 31, 2003. ITEM 2. PLAN OF OPERATION For the near term, the Company continues to seek merger and/or acquisition candidates. It has had no operations since inception and is financially dependent on its shareholders, who have financed its existence to date. Management of the Company believes that its shareholders will continue to provide the finances the Company requires, without the need to raise additional capital. PART II - OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 31.1 Certificate of CEO as Required by Rule 13a-14(a)/15d-14 31.2 Certificate of CFO as Required by Rule 13a-14(a)/15d-14 32.1 Certificate of CEO as Required by Rule 13a-14(b) and Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code 32.1 Certificate of CFO as Required by Rule 13a-14(b) and Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (b) Reports on Form 8-K None 7 SIGNATURE In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. A J&J PHARMA CORP. (Registrant) Date: June 30, 2004 By:/s/Kevin Ericksteen - ---------------------------- Kevin Ericksteen President and Director 8 EXHIBIT 31.1 CERTIFICATION I, Kevin Ericksteen, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of A J&J PHARMA CORP., INC.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: June 30, 2004 /s/ Kevin Ericksteen - ------------------------ By: Kevin Ericksteen, CEO 9 EXHIBIT 31.2 CERTIFICATION I, Kevin Ericksteen, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of A J&J PHARMA CORP. INC.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: June 30, 2004 /s/ Kevin Ericksteen - ------------------------- By: Kevin Ericksteen, CFO 10 EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of A J&J PHARMA CORP. (the "Company") on Form 10-QSB for the period ended June 30 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Kevin Ericksteen, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Kevin Ericksteen --------------------------- Date: June 30, 2004 Kevin Ericksteen Chief Financial Officer 11 EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of A J&J PHARMA CORP. (the "Company") on Form 10-QSB for the period ended June 30, 2004. as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Kevin Ericksteen, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Kevin Ericksteen -------------------------- Date: June 30, 2004 Kevin Ericksteen Chief Executive Officer 12 -----END PRIVACY-ENHANCED MESSAGE-----