-----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, Brqkr/TZ5i05z7hqCK9ERXRqkbkutgYynol6vIAiOdyYL/oiqkmWbW7FVDkLc0Ip 1qvLzCO+ZpOM9Q3rq+PQQQ== 0001199835-05-000586.txt : 20051110 0001199835-05-000586.hdr.sgml : 20051110 20051110133427 ACCESSION NUMBER: 0001199835-05-000586 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050930 FILED AS OF DATE: 20051110 DATE AS OF CHANGE: 20051110 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: 051193000 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_10qsb-093005.txt AJJ PHARMA SEPTEMBER 2005 10QSB 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 September 30, 2005. [ ] 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 AJ & J PHARMA CORPORATION -------------------------------------- (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.) 10135 E Via Linda Road, Suite D-224A, 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 September 30, 2005 was 1,000,000. 1 AJ & J PHARMA CORPORATION (A DEVELOPMENT STAGE COMPANY) TABLE OF CONTENTS Part I Financial Information Page Item 1.Financial Statements: Condensed Balance Sheets September 30, 2005 (unaudited) and December 31, 2004 ................. 3 Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2005 and 2004, and cumulative from inception on July 16, 1998 through September 30, 2005............................................................. 4 Unaudited Condensed Statements of Cash Flows for the three and nine months ended September 30, 2005 and 2004, and cumulative from inception on July 16, 1998 through September 30, 2005 ............................................................. 5 Statement of Stockholders' equity for the period from July 16,1998 to September 30, 2005 (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. Changes in Securities ................................................ 7 Item 6. Exhibits and Reports on Form 8-K ..................................... 7 Signatures ................................................................... 8 Certifications ............................................................... 9 2 AJ & J PHARMA CORPORATION (A DEVELOPMENT STAGE COMPANY) CONDENSED BALANCE SHEETS September 30, December 31, 2005 2004 ------------ ------------ (unaudited) ASSETS ------ ASSETS $ -- $ -- ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) ---------------------------------------------- CURRENT LIABILITIES Accounts payable, Officers $ 31,700 $ 26,538 ------------ ------------ Total Current Liabilities 31,700 26,538 ------------ ------------ 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 development stage (34,500) (29,338) ------------ ------------ Total Stockholders' Equity (Deficit) (31,700) (26,538) ------------ ------------ $ -- $ -- ============ ============ SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS 3 AJ & J PHARMA CORPORATION (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
Cumulative from July 16, 1998 Three Months Ended Nine Months Ended (Inception) September 30, September to -------------------------- -------------------------- September 30, 2005 2004 2005 2004 2005 ----------- ----------- ----------- ----------- ------------- REVENUES $ -- $ -- $ -- $ -- $ -- ----------- ----------- ----------- ----------- ------------- EXPENSES General and administrative 1,416 1,416 5,162 5,134 34,500 ----------- ----------- ----------- ----------- ------------- Total expenses 1,416 1,416 5,162 5,134 34,500 ----------- ----------- ----------- ----------- ------------- NET (LOSS) $ (1,416) $ (1,416) $ (5,162) $ (5,134) $ (34,500) =========== =========== =========== =========== ============= 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 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS 4 AJ & J PHARMA CORPORATION (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
Cumulative from July 16, 1998 Nine Months Ended (Inception) September 30, to ---------------------------- September 30, 2005 2004 2005 ------------ ------------ ------------ OPERATING ACTIVITIES Net (loss) from operations $ (5,162) $ (5,134) $ (34,500) ------------ ------------ ------------ NET CASH (USED BY) OPERATING ACTIVITIES (5,162) (5,134) (34,500) ------------ ------------ ------------ FINANCING ACTIVITIES Shareholder advances 5,162 5,134 31,700 Proceeds from sale of common stock 2,800 ------------ ------------ ------------ NET CASH PROVIDED BY FINANCING ACTIVITIES 5,162 5,134 34,500 ------------ ------------ ------------ NET INCREASE IN CASH -- -- -- CASH, BEGINNING OF PERIOD -- ------------ ------------ ------------ CASH, END OF PERIOD $ -- $ -- $ -- ============ ============ ============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS 5 AJ & J PHARMA CORPORATION ( a Development Stage Company) STATEMENTS 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) Net (loss) for the year (6,605) (6,605) ---------- ---------- ---------- ---------- ---------- Balances, December 31, 2004 1,000,000 $ 1,000 $ 1,800 $ (29,338) $ (26,538) (unaudited) Net (loss) for nine months (5,162) (5,162) ---------- ---------- ---------- ---------- ---------- Balances, September 30, 2005 (unaudited) 1,000,000 $ 1,000 $ 1,800 $ (34,500) $ (31,700) ========== ========== ========== ========== ==========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS 6 AJ & J PHARMA CORPORATION (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (unaudited) 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 September 30, 2005 and the results of its operations for the three and nine months ended September 30, 2005, and cash flows for the nine months ended September 30, 2005 have been made. Operating results for the nine months ended September 30, 2005 are not necessarily indicative of the results that may be expected for the year ended December 31, 2005. 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, 2004. 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 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 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. AJ & J PHARMA CORPORATION (Registrant) Date: November 10, 2005 By:/s/Kevin Ericksteen - ---------------------------- Kevin Ericksteen President and Director 8 EX-31 2 exhibit31_1.txt EXHIBIT 31.1 Exhibit 31.1 Certificate of CEO as Required by Rule 13a-14(a)/15d-14 I, Kevin Ericksteen, certify that: 1. I have reviewed this 10QSB of AJ & J PHARMA CORPORATION; 2. Based on my knowledge, this 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: November 10, 2005 /s/ Kevin Ericksteen - -------------------------- Kevin Ericksteen Chief Executive Officer Director EX-31 3 exhibit31_2.txt EXHIBIT 31.2 Exhibit 31.2 Certificate of CFO as Required by Rule 13a-14(a)/15d-14 I, Kevin Ericksteen, certify that: 1. I have reviewed this 10QSB of AJ & J PHARMA CORPORATION; 2. Based on my knowledge, this 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 report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: November 10, 2005 /s/ Kevin Ericksteen - -------------------------- Kevin Ericksteen Chief Financial Officer Director EX-32 4 exhibit32_1.txt EXHIBIT 32.2 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 AJ & J PHARMA CORPORATION (the "Company") on Form 10-QSB for the period ended September 30, 2005 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: November 4, 2005 Kevin Ericksteen Chief Executive Officer EX-32 5 exhibit32_2.txt EXHIBIT 32.2 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 AJ & J PHARMA CORPORATION (the "Company") on Form 10-QSB for the period ended September 30, 2005 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: November 4, 2005 Kevin Ericksteen Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----