United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q


[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2011

or

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT


For the transition period from __________ to __________.


Commission file number 000-54464


CCJ ACQUISITION CORP.

(Name of small business issuer in its charter)

Florida

(State or other jurisdiction of incorporation or organization)

45-1967797

(I.R.S. Employer Identification No.)


8200 Seminole Boulevard, Seminole, Florida 33772

(Address of principal executive offices and Zip Code)


Registrant’s telephone number, including area code : (727) 322-5111


Indicate by check mark whether the registrant (1) 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 such filing requirements for the past 90 days.  

(__) Yes (__) No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  (__) Yes (__) No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer (__)    Accelerated filer (__)     Non-accelerated filer (__)   Smaller reporting company ( x )                                                  (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ( X ) No (  ). The number of shares of the issuer’s common stock, par value $.001 per share, outstanding as of January 16, 2012 was 3,000,000.  There are zero (0) shares of the issuer’s preferred stock outstanding as of such date.





TABLE OF CONTENTS



 

 

 

Page

Part I.  Fi nancial I nfo rmation

3

 

 

Item 1.  Fi na ncial Statements.

3

 

 

B alanc e S h eets for the periods ending

November 30, 2011 ( una udited) and May 31, 2011 (audited).


3

 

 

Statements of O perations for the six month period

end ed November 30, 2011 and since inception May 31, 2011 (unaudited).


4

 

 

Statement of Stockholders’ Equity for the six month period ended November 30, 2011

5

 

 

Statements of C ash Flows for the six month period

ended November 30, 2011 and since inception May 31, 2011 (unaudited).


6

 

 

Notes to Fin a n ci al Stat ements (unaudited)

7

 

 

Item 2.  M anage ment’ s D i scu ssion a nd A na ly sis of Financial Condition and Results of Operations.

1 0

Item 3.  Quantitative and Qualitati ve Discl osures About Market Risk.

12

Item 4.  Contr o l s and Procedures.

1 2

 

 

Part II.  Oth er In fo rmation

1 3

 

 

Item 1.  Lega l P r o c eedings.

13

Item 2.  Unregistered S ale s of Equ ity Securities and Use of Proceeds.

13

Item 3.  Defa ults U po n Senior Securities.

13

Item 4.   Submission of Matters to a Vote of Securities Holders (Removed and Reserved)

13

Item 5.  Oth e r Inf ormation.

1 3

Item 6 .  E x hibits

1 3

Sign atures

14





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Part I.  Financial Information

Item 1.  Financial Statements.




CCJ ACQUISITION CORP.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

 

 

 

 

 

 

 

  

 

November 30, 2011

(unaudited)

 

 

May 31, 2011

(audited)

  

 

 

 

 

 

ASSETS

 

 

 

 

 

  

 

 

 

 

 

Current assets

 

 

 

 

 

   Cash

 

$

2,250

 

$

3,000

  

 

 

 

 

 

 

  

 

 

 

 

 

 

Total assets

 

$

2,250

 

$

3,000

  

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

   Accrued expenses

 

$

250

 

$

500

  

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

   Total current liabilities

 

 

250

 

 

500

  

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

Preferred  stock: $0.001 par value; 750,000,000 shares authorized; no shares issued or outstanding

 

 

-

 

 

 

Common stock: $0.001 par value; 900,000,000 shares authorized; 3,000,000 shares issued and outstanding

 

 

3,000

 

 


3,000

Additional paid-in capital

 

 

-

 

 

 

Deficit accumulated during the development stage

 

 

(1,000

)

 

(500)

  

 

 

 

 

 

 

Total stockholders’ equity

 

 

2,000

 

 

2,500

  

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

2,250

 

$

3,000

  

 

 

 

 

 

 

 

See accompanying notes and accountant’s report




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CCJ ACQUISITION CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS

 

 

 

 

 

 

 

  

 

For the three month period ended

November 30, 2011

(unaudited)

 


For the period April 21, 2011 (date of inception) through November 30, 2011

(unaudited)

  

 

 

 

 

 

REVENUE

 

$

-

-

 $

-

  

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

Professional fees

 

 

500

 

 

1,000

Organization expenses

 

 

-

 

 

-

General and administrative

 

 

-

 

 

-

  

 

 

 

 

 

 

Loss before income taxes

 

 

(500)

 

 

(1,000)

 

 

 

 

 

 

 

Income tax provision

 

 

-

 

 

-

  

 

 

 

 

 

 

Net loss

 

$

(500)

 

 $

(1,000)

  

 

 

 

 

 

 

Net loss per common share – basic and diluted

 

$

(0.00)

 

 

 

  

 

 

 

 

 

 

Weighted average number of common shares outstanding – basic and diluted

 

 

3,000,000

 

 

 

  

 

 

 

 

 

 

 

See accompanying notes and accountant’s report.




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CCJ ACQUISITION CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF STOCKHOLDERS' EQUITY

(From Inception through November 30, 2011)

Fro

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

  

 

Shares

 

 

Amount

 

 

Additional

Paid in

Capital

 

 

Accumulated

Deficit

 

 

Total

Stockholders' Equity

 

April 21, 2011 (Inception)

 

 

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares issued to founders, April 21, 2011 at $.001 per share

 

 

3,000,000

 

 

$

3,000

 

 

 

 

 

 

 

 

 

 

 

3,000

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(500

)

 

 

(500

)

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, May 31, 2011

 

 

3,000,000

 

 

$

3,000

 

 

$

-

 

 

$

(500

 

$

2,500

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(500

)

 

 

(500

)

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, November 30, 2011

 

 

3,000,000

 

 

$

3,000

 

 

$

-

 

 

$

(1,000

)

 

$

2,000

 


See accompanying notes and accountant’s report.



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CCJ ACQUISITION CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

(unaudited)

 

 

 

 

 

 

  

 

For the three month period ended November 30, 2011

 

For the period  April 21, 2011  (date of inception) through    November 30, 2011

  

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

    Net loss

 

$

(500)

$

(1,000)

 

 

 

 

 

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

  

 

 

 

 

 

   Increase (Decrease) in accrued liabilities

 

 

(250)

 

(250)

  

 

 

 

 

 

Net cash used in operating activities

 

 

(750)

 

(750)

  

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

  

 

 

 

 

 

   Issuance of Common Stock

 

 

0

 

3,000

  

 

 

 

 

 

Net cash from financing activities

 

 

0

 

3,000

  

 

 

 

 

 

Change in cash during the period

 

 

(750)

 

(750)

Cash, beginning of the period

 

 

3,000

 

3,000

  

 

 

 

 

 

Cash, end of the period

 

$

2,250

$

2,250

  

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 

 

 

 

 

   Interest paid

 

$

-

$

-

   Taxes paid

 

$

-

$

-

  

 

 

 

 

 


See accompanying notes and accountant’s report



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CCJ ACQUISITION CORP.

(A DEVELOPMENT STAGE COMPANY)

NOVEMBER 30, 2011


NOTES TO THE FINANCIAL STATEMENTS

 

Note 1 – Nature of Operations


CCJ Acquisition Corp. (a development stage company) (“CCJ” or the “Company”) was incorporated in Florida on April 21, 2011, with an objective to acquire, or merge with, an operating business.  As of November 30, 2011, the Company had not yet commenced any operations.


Note 2 – Significant Accounting Policies


Development stage company


The Company is a development stage company as defined by section 810-10-20 of the FASB Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced.  All losses accumulated since inception have been considered as part of the Company’s exploration stage activities.


Going concern.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  For the period ended November 30, 2011, the Company has had no operations.  As of November 30 , 2011, the Company has not emerged from the development stage.  In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to acquire an operating company and to achieve a level of profitability.  The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements.  The Company may not be sucessful in acquiring an operating Company or raise sufficient capital or secure funds for its operating plan purposes. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.


Use of estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.


Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.


Fiscal year end


The Company elected May 31 as its fiscal year ending date.






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Cash equivalents


The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.


Basic and diluted net loss per share


Basic loss per share is computed using the weighted average number of shares of common stock outstanding during each period. Diluted loss per share includes the dilutive effects of common stock equivalents on an “as if converted” basis. Basic and diluted loss per share is the same due to the absence of common stock equivalents.


Income taxes


Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse.


We have net operating loss carryforwards available to reduce future taxable income. Future tax benefits for these net operating loss carryforwards are recognized to the extent that realization of these benefits is considered more likely than not. To the extent that we will not realize a future tax benefit, a valuation allowance is established.


Net loss per common share


Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.  Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period.  There were no potentially dilutive shares outstanding as of November 30, 2011.


Recently issued accounting standards


Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.


Note 3 – Income Taxes


At May 31, 2011, the Company had a net operating loss carry–forward for Federal income tax purposes of $500 that may be offset against future taxable income through 2031  No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets of $170, calculated at an effective tax rate of 34%, was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a valuation allowance of $170.


Deferred tax assets consist primarily of the tax effect of NOL carry-forwards.  The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.


Note 4 – Equity

The Company has been authorized to issue 900,000,000 shares of common stock, $.001 par value.  Each share of issued and outstanding common stock shall entitle the holder thereof to fully participate in all shareholder meetings, to cast one vote on each matter with respect to which shareholders have the right to vote, and to share ratably in all dividends and other distributions declared and paid with respect to common stock, as well as in the net assets of the corporation upon liquidation or dissolution.  On April 21, 2011, the Company issued 3,000,000 shares of common stock, at par of $.001, for $3,000.



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The Company has been authorized to issue 750,000,000 shares of $.001 par value Preferred Stock.  The Board of Directors is expressly vested with the authority to divide any or all of the Preferred Stock into series and to fix and determine the relative rights and preferences of the shares of each series so established, within certain guidelines established in the Articles of Incorporation.  There have been no preferred shares issued.


Note 5 – Related Party Transaction


As described above, on April 21, 2011, the Company sold 3,000,000 shares of its $0.001 common stock to three officers and directors of the Company for $3,000 in cash.


The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.


The Company has been provided office space by a member of the Board of Directors at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statements.


The Company does not own or lease property or lease office space. The office space used by the Company was arranged by the founder of the Company to use at no charge.


The above amount is not necessarily indicative of the amount that would have been incurred had a comparable transaction been entered into with independent parties.




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Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations


Note Regarding Forward Looking Statements.


This quarterly report on Form 10-Q of CCJ Acquisition Corp. for the period ended November 30, 2011 contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby.  To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements which, by definition, involve risks and uncertainties. In particular, statements under the Sections; Description of Business, Management's Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements. Where, in any forward-looking statement, the Company expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.


The following are factors that could cause actual results or events to differ materially from those anticipated, and include but are not limited to: general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in tax laws; and the costs and effects of legal proceedings.


You should not rely on forward-looking statements in this quarterly report. This quarterly report contains forward-looking statements that involve risks and uncertainties. We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by CCJ Acquisition Corp.  Financial information provided in this Form 10-Q, for periods subsequent to May 31, 2011, is preliminary and remains subject to audit.  As such, this information is not final or complete, and remains subject to change, possibly materially.


Management’s Discussion and Analysis of Financial Condition and Results of Operations


The following management’s discussion, analysis of financial condition should be read in conjunction with our financial statements and notes thereto contained elsewhere in this report.


We were organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation.  Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings.  We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.


We do not currently engage in any business activities that provide cash flow.  The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury or with additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.


During the next 12 months we anticipate incurring costs related to:


(i)

filing of Exchange Act reports, and


(ii)

consummating an acquisition


We anticipate that our cost for filing Exchange Act reports for the next 12 months will be approximately $2500. We anticipate that we also should be able to consummate a business combination for approximately $2500.  We believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary to be loaned by our invested in us by our stockholders, management or other investors.




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We are in the development stage and have negative working capital, negative stockholders’ equity and have not earned any revenues from operations to date.  These conditions raise substantial doubt about our ability to continue as a going concern. We are currently devoting our efforts to locating merger candidates.  Our ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another company, ultimately, achieve profitable operations.


We may consider a business which has recently commenced operations, in a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital.  In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.


Our sole officer and director has not had any preliminary contact or discussions with any representative of any other entity regarding a business combination with us.  Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings.  In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies.  In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.


Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and dilution of interest for present and prospective stockholders, which is like to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization.  This lack of diversification should be considered to a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.


We anticipate that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or perceived benefits of becoming a publicly traded corporation. We intend to contact various stock transfer agents, investment relation firms and business development entities to locate potential candidates for a business combination transaction. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock.  Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.


Results of Operations and Critical Accounting Policies and Estimates


The results of operations are based on preparation of financial statements in conformity with accounting principles generally accepted in the United States.  The preparation of financial statements requires management to select accounting policies for critical accounting areas as well as estimates and assumptions that affect the amounts reported in the financial statements.  The Company’s accounting policies are more fully described in Note 2 to the Notes of Financial Statements and in the Company’s financial statements accompanying its Form 10 filing with the SEC on July 21, 2011.


Results of Operations


The Company had no revenues for the six month period ended November 30, 2011.




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Operating expenses were $500 for the six month period ended November 30, 2011.  The expenses are for professional fees.


The Company does not expect to generate any revenue to cover the operating expenses.  The Company may incur significant other operating expenses in the fulfillment of the obligations of a reporting company under the Securities Exchange Act of 1934 unless and until such time that the Company begins meaningful operations.


Liquidity and Capital Resources

As of November 30, 2011 the Company had $2,250 in cash.  Our cash decreased due to the payment of professional fees.


Our Plan of Operation for the next twelve months is to raise capital to implement our strategy. We do not have the necessary cash and revenue to satisfy our cash requirements for the next twelve months.  We cannot guarantee that additional funding will be available on favorable terms, if at all. If adequate funds are not available, then we may not be able to expand our operations.  If adequate funds are not available, we believe that our officers and directors will contribute funds to pay for some of our expenses. However, we have not made any arrangements or agreements with our officers and directors regarding such advancement of funds. We do not know whether we will issue stock for the loans or whether we will merely prepare and sign promissory notes. If we are forced to seek funds from our officers or directors, we will negotiate the specific terms and conditions of such loan when made, if ever.


Off-Balance Sheet Arrangements


We have made no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.


Item 3. Quantitative and Qualitative Disclosures About Market Risk.


We are a Smaller Reporting Company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


Item 4. Controls and Procedures .


(a)   

Management’s Conclusions Regarding Effectiveness of Disclosure Controls and Procedures.


The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.


With respect to the period ending November 30, 2011, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934.


Based upon our evaluation regarding the period ending November 30, 2011, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, has concluded that its disclosure controls and procedures were not effective due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review.  Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.


The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives.  However, the Company’s management, including its Chief Executive Officer and Chief Financial



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Officer, does not expect that its disclosure controls and procedures will prevent all error and all fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.


(b)

Changes in Internal Controls.


There have been no changes in the Company’s internal control over financial reporting during the period ended November 30, 2011 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.


Part II.  Other Information


Item 1.  Legal Proceedings.


None.


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.


During the six month period ending November 30, 2011, the Company did not issue any unregistered shares of its common stock.


Item 3. Defaults Upon Senior Securities


None.


Item 4. Submission of Matters to a Vote of Security Holders.


This Item 4 was removed and reserved by Release No. 33-9089A, effective February 28, 2010.


Item 5. Other Information.


None.


Item 6. Exhibits


Exhibit Number and Description

Location Reference


(a)

Financial Statements

Filed Herewith


(b)

Exhibits required by Item 601, Regulation SB;


(3.0)

Articles of Incorporation


(3.1)

Initial Articles of Incorporation filed

See Exhibit Key

with Form 10 Registration Statement

on July 21, 2011



(3.2)

Bylaws filed with Form 10 Registration

See Exhibit Key

Statement on July 21, 2011



13


Link to T abl e of C ontents



(11.0)

Statement re:  computation of per share

Note 2 to

Earnings

Financial Stmts.


(14.0)

Code of Ethics

Filed herewith


(31.1)

Certificate of Chief Executive Officer

Filed herewith

and Principal Financial and Accounting Officer

Pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002


(32.1)

Certification of Chief Executive Officer

Filed herewith

and Principal Financial and Accounting Officer

pursuant to 18 U.S.C. § 1350,

as adopted pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002



Exhibit Key


3.1

Incorporated by reference herein to the Company’s Form 10

Registration Statement filed with the Securities and Exchange

Commission on July 21, 2011.


3.2

Incorporated by reference herein to the Company’s Form 10

Registration Statement filed with the Securities and Exchange

Commission on July 21, 2011.



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.



CCJ ACQUISITION CORP.



Date: January 17, 2012

By: / s/ Jay D. Solomon

Jay D. Solomon,

Chief Executive Officer

Principal Financial Officer

Principal Accounting Officer




14




CCJ ACQUISITION CORP.


Code of Business Conduct and Ethics


(Adopted by the Board of Directors on April 21, 2011)


INTRODUCTION


This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover every issue that may arise but it sets out basic principles to guide all employees of CCJ Acquisition Corp. and its subsidiaries, if any (the “Company”). All of our officers, directors and employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The code should also be provided to and followed by the Company’s agents and representatives, including consultants.


If a law conflicts with a policy in this Code, you must comply with the law. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation.


Those who violate standards in this Code will be subject to disciplinary action, up to and including termination of employment. If you are in a situation that you believe may violate or lead to a violation of this Code, follow the guidelines described in Section 14 of this Code.


1.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS


Obey the law, both in letter and in spirit, is the foundation on which our ethical standards are built. All employees must respect and obey the laws of the cities, states and countries in which we operate. Although not all employees are expected to know the details of these laws, it is important to know enough about them to determine when to seek advice from supervisors, managers or other appropriate personnel.


2.

CONFLICTS OF INTEREST


A “conflict of interest” exists when a person’s private interests interferes in any way with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and efficiently. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, employees and their family members may create conflicts of interest.


It is almost always a conflict of interest for a Company employee to work simultaneously for a competitor, customer or supplier. You are not allowed to work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf.  Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by our Board of Directors. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult with the procedures described in Section 14 of this Code.


3.

INSIDER TRADING


Employees who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business. All non-public information about the Company should be considered confidential information. To use non-public information for personal financial



benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical but also illegal.


4.

CORPORATE OPPORTUNITIES


Employees, officer and directors are prohibited from taking for themselves personally, opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. No employee may use corporate property, information or position for improper personal gain, and no employee may compete with the Company, directly or indirectly.


5.

COMPETITION AND FAIR DEALING


We seek to outperform our competition fairly and honestly. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each officer, director and employee should respect the rights of and deal fairly with the Company’s customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.


The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift, or entertainment should ever be offered, given, provided or accepted by any Company employee, family member of an employee or agent, unless it (a) is not in cash, (b) is consistent with customary business practices, (c) is not excessive in value, (d) cannot be construed as a bribe or payoff and (e) does not violate any laws or regulations. Please discuss with your supervisor any gifts or proposed gifts that you are not certain are appropriate.


6.

DISCRIMINATION AND HARASSMENT


The diversity of the Company’s employees is a tremendous asset. We are firmly committed to providing equal opportunity in all respects aspects of employment and will not tolerate illegal discrimination or harassment of any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances.


7.

HEALTH AND SAFETY


The Company strives to provide each employee with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.


Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of alcohol and/or illegal drugs in the workplace will not be tolerated.


8.

RECORD-KEEPING


The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported.


Many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or the Company’s controller or chief financial officer.


All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform to both applicable legal requirements and to the Company’s systems of accounting and internal controls. Unrecorded or “off the books” finds or assets should not be maintained unless permitted by applicable laws or regulations.



2



Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos and formal reports. Records should always be retained or destroyed according to the Company’s record retention policies. In accordance with these policies, in the event of litigation or governmental investigation please consultant your supervisor. All e-mail communications are the property of the Company and employees, officers and directors should not expect that Company or personal e-mail communications are private. All e-mails are the property of the Company. No employee, officer or director shall use Company computers, including to access the internet, for personal or non-Company business.


9.

CONFIDENTIALITY


Employees must maintain the confidentiality of confidential information entrusted to them by the Company or its customers, except when disclosure is required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends. In connection with this obligation, employees, officers and directors may be required to execute confidentiality agreements confirming their agreement to be bound not to disclose confidential information. If you are uncertain whether particular information is confidential or non-public, please consult your supervisor.


10.

PROTECTION AND PROPER USE OF COMPANY ASSETS


All officers, directors and employees should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-Company business.


The obligation of officers, directors and employees to protect the Company’s assets includes it proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.


II.

PAYMENTS TO GOVERNMENT PERSONNEL


The Unites States Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.


In addition, the U. S. government has a number of laws and regulations regarding business gratuities that may be accepted by U. S. government personnel. The promise, offer or delivery to an official or employee of the U. S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy, but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules.


12.

WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS


Any waiver of the provisions of this Code may be made only by the Board of Directors and will be promptly disclosed as required by law or stock exchange rule or regulation.


13.

REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR


Employees are encouraged to talk with supervisors, managers or Company officials about observed illegal or unethical behavior, and when in doubt about the best course of action in a particular situation. It is the Company’s policy not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees are



3



expected to cooperate in internal investigations of misconduct, and the failure to do so could serve as grounds for termination.


Any employee may submit a good faith concern regarding questionable accounting or auditing matters without fear of dismissal or retaliation of any kind.


14.

COMPLIANCE PROCEDURES


We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations, it is difficult to know if a violation has occurred. Since we cannot anticipate every situation that may arise, it is important that we have a way to approach a new question or problem. These are steps to keep in mind:


Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.


Ask yourself, what specifically you are being asked to do - does it seem unethical or improper?  This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.


Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed?  It may help to get others involved and discuss the problem.


Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process.  Keep in mind that it is your supervisor’s responsibility to help solve problems. If your supervisor does not or cannot remedy the situation, or you are uncomfortable bringing the problem to the attention of your supervisor, bring the issue to the attention of the human resources supervisor, or to an officer of the Company.


You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. The Company does not permit retaliation of any kind for good faith reports of ethical violations.


Always ask first, - act later. If you are unsure of what to do in any situation, seek guidance before you act.



CCJ ACQUISITION CORP.


Code of Ethics for the President

and Senior Financial Officers

(Adopted by the Board of Directors on April 21, 2011)



CCJ Acquisition Corp. (the “Company”) has a Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company. The President, Chief Executive Officer (CEO) and senior financial officers who are in place at any given time in the employ of CCJ Acquisition Corp. are bound by the provisions set forth therein relating to ethical conduct, conflicts of interest and compliance with law. In addition to the Code of Business Conduct and Ethics, the President, Chief Executive Officer (CEO) and senior financial officers who are in place at any given time in the employ of CCJ Acquisition Corp. are also subject to the following specific policies:


1..

The President, CEO and senior financial officers in the employ of CCJ Acquisition Corp. are responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports and other filings required to be made by the Company with the Securities and Exchange Commission. Accordingly, it is the responsibility of the President, CEO and senior financial officers in the employ of CCJ Acquisition Corp. to promptly to bring to the attention of the Board of Directors any material information of which he or she may become aware that affects the



4



disclosures made by the Company in its public filings or otherwise impairs the ability of the Company to make full, fair, accurate, timely and understandable public disclosures.


2

The President, CEO and senior financial officers in the employ of CCJ Acquisition Corp. shall promptly bring to the attention of the Company’s Audit Committee any information he or she may have concerning (a) significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.


3.

The President, CEO and senior financial officers in the employ of CCJ Acquisition Corp. shall promptly bring to the attention of the Board of Directors and the Audit Committee any information he or she may have concerning any violation of the Company’s Code of Business Conduct and Ethics, including any actual or apparent conflicts of interest between personal and processional relationships, involving management or other employees who have a significant rule in the Company’s financial reporting, disclosures or internal controls.


4.

The President, CEO and senior financial officers in the employ of CCJ Acquisition Corp. shall promptly bring to the attention of the Board of Directors and Audit Committee any information he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof, or of violation of the Code of Business Conduct and Ethics or of these additional procedures.


5.

The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of the Code of Business Conduct and Ethics of these additional procedures by the CEO and the Company’s senior financial officers. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code of Business Conduct and Ethics and to these additional procedures, and shall include written notices to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or reassignment of the individual involved, suspension with or without pay or benefits (as determined by the Board) and termination of the individual’s employment. In determining what action is appropriate in a particular case, the Board of Directors or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.


ADOPTED AND APPROVED this 21 th day of April 2011.



CCJ ACQUISITION CORP.



/s/: Jay D. Solomon

Jay D. Solomon,

Chairman of the Board of Directors





5



CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Certification of Chief Executive Officer, Principal Financial Officer and

Principal Accounting Officer


I, Jay D. Solomon, certify that:


1.   I have reviewed this quarterly report on Form 10-Q of CCJ Acquisition Corp.;


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 registrant as of, and for, the periods presented in this report;


4.   The registrant’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 registrant 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 registrant, 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 registrant’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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and




5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’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 registrant’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 registrant’s internal control over financial reporting.


Date:  January 17, 2012


CCJ Acquisition Corp.


/s/JayD. Solomon

JAY D. SOLOMON  

Chief Executive Officer

Principal Financial Officer

Principal Accounting Officer





2



Certification of Chief Executive Officer,

Principal Financial Officer and Principal Accounting Officer

Pursuant to 18 U.S.C. SECTION 1350



In connection with the Quarterly Report of CCJ Acquisition Corp., (the “Company”) on Form 10-Q for the period ending November 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jay D. Solomon, Chief Executive Officer, Principal Financial Officer and Principal Accounting Officer of the Company, certify, to my knowledge that:


(i)  the accompanying Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (the “Act”); and


(ii)  the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



CCJ ACQUISITION CORP.


/s/: Jay D. Solomon

JAY D. SOLOMON

Chief Executive Officer

Principal Financial Officer

Principal Accounting Officer


January 17, 2012