UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K





(Mark One)


x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended: January 31, 2011





o  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from __________ to __________





Commission file number: 000-53887





AJ ACQUISITION CORP II, INC.


(Exact name of registrant as specified in its charter)





Nevada

27-1805089(State or other jurisdiction of incorporation or organization)

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





195 Route 9 South, Suite 204


Manalapan, New Jersey 07726


(Address of principal executive offices) (Zip Code)





Registrant’s telephone number, including area code:   (732) 409-1212





Securities registered pursuant to Section 12(b) of the Act: None


Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  o Yes      xNo





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   o Yes      x No





Indicate by check mark whether the registrant (1) has 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 requirement for the past 90 days. x Yes     o 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 (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   o Yes    oNo





Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   o





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).





Large accelerated filer   o
Accelerated filer   oNon-accelerated filer  o
Smaller reporting companyx





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     x Yes     oNo





As of July 31, 2010, the last business day of the registrant’s most recently completed second fiscal quarter, there was no aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as a public market for the registrant’s common stock did not exist at that time, and the common stock is not currently listed, traded, or quoted on any national or regional stock exchange, market, or quotation system.





As of May 16, 2011, there were 100,000 shares of common stock outstanding.










TABLE OF CONTENTS





Page No.PART IItem 1. Business

1Item 2. Properties

1Item 3. Legal Proceedings

1PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

1Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

1Item 8. Financial Statements and Supplementary Data

4Item 9A. Controls and Procedures

5PART IIIItem 10. Directors, Executive Officers and Corporate Governance

6Item 11. Executive Compensation

6Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

7Item 13. Certain Relationships and Related Transactions, and Director Independence

8Item 14. Principal Accounting Fees and Services

8PART IVItem 15. Exhibits, Financial Statement Schedules

9SIGNATURES

10









PART I





ITEM 1.  BUSINESS.





Corporate Overview





AJ Acquisition Corp I, Inc. (the “Company”) is a development stage company and was incorporated in Nevada on January 29, 2010 with an objective to acquire, or merge with, an operating business.





The Company was 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. The Company’s 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. The Company will not restrict its potential candidate target companies to any specific business, industry, or geographical location, and, thus, may acquire any type of business. The analysis of new business opportunities will be undertaken by or under the supervision of the officers and directors of the Company.





Employees





As of May 16, 2011, we had 1 employee, who is full-time.





ITEM 2.  PROPERTIES.





Our office is located in New Jersey.  We have no materially important physical properties.





ITEM 3.  LEGAL PROCEEDINGS.





We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. To the best of our knowledge, there are no proceedings in which any of our directors, officers, or affiliates, or any registered or beneficial holder of more than 5% of our voting securities, or any associate of such persons, is an adverse party or has a material interest adverse to the Company.





PART II





ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.





Market Information





Our common stock is not listed, traded, or quoted on any public trading market or quotation system.





Holders





As of May 16, 2011, we have 2 stockholders of record of our issued and outstanding common stock based upon our records. We act as our own transfer agent.





Dividend Policy





We do not currently intend to pay any cash dividends in the foreseeable future on our common stock and, instead, intend to retain earnings, if any, for operations. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions, and other factors that our board of directors may deem relevant.





ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.





The following discussion and analysis of our results of operations and financial condition for the fiscal years ended January 31, 2011 and 2010 should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this report.  Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions.  Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Business section in this report.  We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.




1




PLAN OF OPERATION





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 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 or invested in us by our stockholders, management, or other investors.





We are in the development stage and have negative working capital and 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, and ultimately, achieve profitable operations.





We may consider a business that has recently commenced operations, is 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 that may be experiencing financial or operating difficulties and is in need of additional capital. Alternatively, a business combination may involve the acquisition of, or merger with, a company that does not need substantial additional capital but that 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 that 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. I n 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 the dilution of interest for present and prospective stockholders, which is likely 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 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 that we will have and/or the perceived benefits of becoming a publicly traded corporation.  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.




2




CRITICAL ACCOUNTING POLICIES AND ESTIMATES





This discussion and analysis are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.  The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported net sales and expenses during the reporting periods.  On an ongoing basis, we evaluate our estimates and assumptions.  We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.





Income taxes





The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date.





The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25.addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, and accounting in interim periods, and requires increased disclosures.  The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.





Recently issued accounting standards





In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-06 “Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements”, which provides amendments to Subtopic 820-10 that requires new disclosures as follows:




1.
Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.


2.
Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).





This Update provides amendments to Subtopic 820-10 that clarify existing disclosures as follows:




1.
Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities.


2.
Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.





This Update also includes conforming amendments to the guidance on employers' disclosures about postretirement benefit plan assets (Subtopic 715-20). The conforming amendments to Subtopic 715-20 change the terminology from major categoriesof assets to classesof assets and provide a cross reference to the guidance in Subtopic 820-10 on how to determine appropriate classes to present fair value disclosures. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.




3




In August 2010, the FASB issued ASU 2010-21, “Accounting for Technical Amendments to Various SEC Rules and Schedules: Amendments to SEC Paragraphs Pursuant to Release No. 33-9026: Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies” (“ASU 2010-21”),was issued to conform the SEC’s reporting requirements to the terminology and provisions in ASC 805, Business Combinations, and in ASC 810-10, Consolidation. ASU No. 2010-21 was issued to reflect SEC Release No. 33-9026, “Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies,” which was effective April 23, 2009. The ASU also proposes additions or modifications to the XBRL taxonomy as a result of the amendments in the update.





In August 2010, the FASB issued ASU 2010-22, “Accounting for Various Topics: Technical Corrections to SEC Paragraphs” (“ASU 2010-22”), which amends various SEC paragraphs based on external comments received and the issuance of SEC Staff Accounting Bulletin (SAB) No. 112, which amends or rescinds portions of certain SAB topics.  The topics affected include reporting of inventories in condensed financial statements for Form 10-Q, debt issue costs in conjunction with a business combination, sales of  stock by subsidiary, gain recognition on sales of business, business combinations prior to an initial public offering, loss contingent and liability assumed in business combination, divestitures, and oil and gas exchange offers.





In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-28 “Intangibles—Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts” (“ASU 2010-28”).Under ASU 2010-28, if the carrying amount of a reporting unit is zero or negative, an entity must assess whether it is more likely than not that goodwill impairment exists. To make that determination, an entity should consider whether there are adverse qualitative factors that could impact the amount of goodwill, including those listed in ASC 350-20-35-30. As a result of the new guidance, an entity can no longer assert that a reporting unit is not required to perform the second step of the goodwill impairment test because the carrying amount of the reporting unit is zero or negative, despite the existence of qualitative factors that indicate goodwill is more likely than not impaired. ASU 2010-28 is effective for public entities for fiscal years, and for interim periods within those years, beginning after December 15, 2010, with early adoption prohibited.





In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-29 “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations” (“ASU 2010-29”). ASU 2010-29 specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in this Update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amended guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted.





ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.





Our consolidated financial statements for the fiscal years ended January 31, 2011 and 2010 begin on the following page, starting with page F-1.





4





AJ Acquisition Corp II, Inc.
 
 (A Development Stage Company)
 
 January 31, 2011 and 2010
 
 Index to Financial Statements
 
  
  Contents
Page(s)Report of Independent Registered Public Accounting Firm
F-1Balance Sheets at January 31, 2011 and 2010
F-2Statements of Operations for the Fiscal Year Ended January 31, 2011, for the Period from January 29, 2010 (inception) through January 31, 2010 and for the Period from January 29, 2010 (inception) through January 31, 2011
F-3Statement of Stockholders’ Deficit for the Period from January 29, 2010 (inception) through January 31, 2011
F-4Statements of Cash Flows for the Fiscal Year Ended January 31, 2011, for the Period from January 29, 2010(inception) through January 31, 2010 and for the Period from January 29, 2010 (inception) through January31, 2011
F-5Notes to the Financial Statements
F-6 to F-12
  
 
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the Board of Directors and Stockholders of
 AJ Acquisition Corp. II, Inc.
 (A development stage company)
 Manalapan, New Jersey
 
 We have audited the accompanying balance sheets of AJ Acquisition Corp. II, Inc. (a development stage company) (the “Company”), as of January 31, 2011 and 2010, and the related statements of operations, stockholders’ deficit and cash flows for the fiscal year ended January 31, 2011, for the Period from January 29, 2010 (inception) through January 31, 2010 and for the Period from January 29, 2010 (inception) through January 31, 2011.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.
 
 We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining on a test basis, evidence supporting the amount and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.
 
 In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 31, 2011 and 2010, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the fiscal year ended January 31, 2011, for the Period from January 29, 2010 (inception) through January 31, 2010 and for the Period from January 29, 2010 (inception) through January 31, 2011 in conformity with accounting principles generally accepted in the United States of America.
 
 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to the financial statements, the Company has a deficit accumulated during the development stage at January 31, 2011 and had a net loss and net cash used in operating activities for the fiscal year then ended, respectively with no revenue earned since inception, all of which raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans in regards to these matters are also described in Note 3.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
 
 /s/Li & Company, PC
 Li & Company, PC
 
 
 Skillman, New Jersey
 May16, 2011
 
 F-1
  AJ ACQUISITION CORP II, INC.
 (A DEVELOPMENT STAGE COMPANY)
 
 BALANCE SHEETS
 
 
 January 31,

2011


January 31,

2010ASSETSCurrent assetsCash

$
-


$
-Total assets

$
-


$
-LIABILITIES AND STOCKHOLDERS’ DEFICITCurrent liabilitiesAccrued expenses

$
3,063


$
3,000Total current liabilities


3,063



3,000STOCKHOLDERS’ DEFICITPreferred  stock: $0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding


-



-Common stock: $0.001 par value; 100,000,000 shares authorized; 100,000 shares  issued and outstanding


100



100Additional paid-in capital


7,709



900Deficit accumulated during the development stage


(10,872
)


(4,000
)Total stockholders’ deficit


(3,063
)


(3,000
)Total liabilities and stockholders’ deficit

$
-


$
-
  See accompanying notes to the financial statements
 
 F-2
 
 AJ ACQUISITION CORP II, INC.
 (A DEVELOPMENT STAGE COMPANY)
 
 STATEMENTS OF OPERATIONS
 
 For the

Fiscal Year

Ended

January 31, 2011


For the Period

from

January 29, 2010 (Inception)

through

January 31,

2010


For the Period

from

January 29, 2010 (Inception)

through

January 31,

2011REVENUE

$
-


$
-


$
-OPERATING EXPENSESProfessional fees


4,315



2,500



6,815Organization expenses


-



500



500General and administrative


2,557



1,000



3,557Loss before income taxes


(6,872
)


(4,000
)


(10,972
)Income tax provision


-



-



-Net loss

$
(6,872
)

$
(4,000
)

$
(10,872
)Net loss per common share – basic and diluted

$
(0.07
)

$
(0.04
)Weighted average number of common shares outstanding – basic and diluted


100,000



100,000
  See accompanying notes to the financial statements.
 
 F-3
  AJ ACQUISITION CORP II, INC.
 (A DEVELOPMENT STAGE COMPANY)
 
 STATEMENT OF STOCKHOLDERS' DEFICIT
 For the Period from January 29, 2010 (Inception) through January 31, 2011
 
 
 Common StockShares


Amount


Additional

Paid in

Capital


Accumulated

Deficit


Total

Stockholders'

Equity (Deficit)January 29, 2010 (Inception)


100,000


$
100


$
900


$
-


$
1,000Net loss














(4,000
)


( 4,000
)Balance, January 31, 2010


100,000



100



900



(4,000
)


(3,000
)Contribution to capital










6,809







6,809Net loss














(6,872
)


(6,872
)Balance, January 31, 2011


100,000


$
100


$
7,709


$
(10,872
)

$
(3,063
)
  See accompanying notes to the financial statements.
 
 F-4
 
 AJ ACQUISITION CORP II, INC.
 (A DEVELOPMENT STAGE COMPANY)
 
 STATEMENTS OF CASH FLOWS
 
 For the

Fiscal Year

Ended

January 31, 2011


For the Period

from

January 29, 2010 (Inception)

through

January 31, 2010


For the Period

from

January 29, 2010 (Inception)

through

January 31, 2011CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
(6,872
)

$
(4,000
)

$
(10,872
)Common stock issued for services


-



1,000



1,000Adjustments to reconcile net loss to net cash used in operating activities:Changes in operating assets and liabilities:Accrued expenses


88



3,000



3,063Net cash used in operating activities


(6,809
)


-



(6,809
)CASH FLOWS FROM FINANCING ACTIVITIESContribution to capital


6,809



-



6,809Net cash provided by financing activities


6,809



-



6,809Net change in cash


-



-



-Cash, beginning of the period


-



-



-Cash, end of the period

$
-


$
-


$
-SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid for:Interest

$
-


$
-


$
-Income taxes

$
-


$
-


$
-
 
 See accompanying notes to the financial statements
 
 F-5
  AJ ACQUISITION CORP II, INC.
 (A DEVELOPMENT STAGE COMPANY)
 January 31, 2011 and 2010
 
 NOTES TO THE FINANCIAL STATEMENTS
 
 
 Note 1 – Nature of Operations
 
 AJ Acquisition Corp II, Inc. (a development stage company) (“AJ I” or the “Company”) was incorporated in Nevada on January 29, 2010 with an objective to acquire, or merge with, an operating business.
 
 The Company was 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. The Company’s 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 (“Business Combination”) rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. The analysis of new business opportunities will be undertaken by or under the supervision of the officers and directors of the Company.
 
 Note 2 – Significant Accounting Policies
 
 Basis of presentation
 
 The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
 
 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 devotes substantially all 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.
 
 Use of estimates
 
 The preparation of financial statements in conformity with U.S. GAAP 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’s fiscal year end is January 31.
 
 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.
 
 F-6
 
 Fair value of financial instruments
 
 The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
 
 Level 1
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.Level 2
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.Level 3
Pricing inputs that are generally observable inputs and not corroborated by market data.
 
 The carrying amounts of the Company’s financial assets and liabilities, such as accrued expenses, approximate their fair values because of the short maturity of these instruments.
 
 The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at January 31, 2011; no gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the fiscal year ended January 31, 2011, for the period from January 29, 2010 (inception) through January 31, 2010 and for the period from January 29, 2010 (inception) through January 31, 2011.
 
 Revenue recognition
 
 The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company will recognize revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
 
 Income taxes
 
 The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date.
 
 F-7
 
 The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25.addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, and accounting in interim periods, and requires increased disclosures.  The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.
 
 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 common 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 common 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 the period.  There were no potentially dilutive shares outstanding as of January 31, 2011 and 2010.
 
 Commitment and contingencies
 
 The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
 
 Cash flows reporting
 
 The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, which classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities, provides definitions of each category, and uses the indirect or reconciliation method as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.  The Company reports the reporting currency equivalent of foreign currency cash flows using the current exchange rate at the time of the cash flows, and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.
 
 Subsequent events
 
 The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements are issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company, as an SEC reporting company, considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.
 
 F-8
  Recently issued accounting standards
 
 In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-06 “Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements”, which provides amendments to Subtopic 820-10 that requires new disclosures as follows:
  1.
Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.
 2.
Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).
 
 This Update provides amendments to Subtopic 820-10 that clarify existing disclosures as follows:
  1.
Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities.
 2.
Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.
 
 This Update also includes conforming amendments to the guidance on employers' disclosures about postretirement benefit plan assets (Subtopic 715-20). The conforming amendments to Subtopic 715-20 change the terminology from major categoriesof assets to classesof assets and provide a cross reference to the guidance in Subtopic 820-10 on how to determine appropriate classes to present fair value disclosures. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.
 
 In August 2010, the FASB issued ASU 2010-21, “Accounting for Technical Amendments to Various SEC Rules and Schedules: Amendments to SEC Paragraphs Pursuant to Release No. 33-9026: Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies” (“ASU 2010-21”),was issued to conform the SEC’s reporting requirements to the terminology and provisions in ASC 805, Business Combinations, and in ASC 810-10, Consolidation. ASU No. 2010-21 was issued to reflect SEC Release No. 33-9026, “Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies,” which was effective April 23, 2009. The ASU also proposes additions or modifications to the XBRL taxonomy as a result of the amendments in the update.
 
 In August 2010, the FASB issued ASU 2010-22, “Accounting for Various Topics: Technical Corrections to SEC Paragraphs” (“ASU 2010-22”), which amends various SEC paragraphs based on external comments received and the issuance of SEC Staff Accounting Bulletin (SAB) No. 112, which amends or rescinds portions of certain SAB topics.  The topics affected include reporting of inventories in condensed financial statements for Form 10-Q, debt issue costs in conjunction with a business combination, sales of  stock by subsidiary, gain recognition on sales of business, business combinations prior to an initial public offering, loss contingent and liability assumed in business combination, divestitures, and oil and gas exchange offers.
 
 F-9
 
 In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-28 “Intangibles—Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts” (“ASU 2010-28”).Under ASU 2010-28, if the carrying amount of a reporting unit is zero or negative, an entity must assess whether it is more likely than not that goodwill impairment exists. To make that determination, an entity should consider whether there are adverse qualitative factors that could impact the amount of goodwill, including those listed in ASC 350-20-35-30. As a result of the new guidance, an entity can no longer assert that a reporting unit is not required to perform the second step of the goodwill impairment test because the carrying amount of the reporting unit is zero or negative, despite the existence of qualitative factors that indicate goodwill is more likely than not impaired. ASU 2010-28 is effective for public entities for fiscal years, and for interim periods within those years, beginning after December 15, 2010, with early adoption prohibited.
 
 In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-29 “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations” (“ASU 2010-29”). ASU 2010-29 specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in this Update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amended guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted.
 
 Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.
 
 Note 3 – Going Concern
 
 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage of $10,872 at January 31, 2011, and had a net loss of $6,872 and net cash used in operating activities of $6,809 for the fiscal year then ended with no revenues earned since inception.
 
 While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be sufficient enough to support the Company’s daily operations.  Management intends to raise additional funds by way of a public or private offering.  Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern.  While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect.  The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.
 
 The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
 
 Note 4 – Stockholder’ Deficit
 
 The Company was incorporated on January 29, 2010, at which time 100,000 shares of common stock were issued to the Company’s founders at $0.001 per share, or $100 in the aggregate, for services performed.
 
 F-10
 
 On June 28, 2010, the Company entered into a stock purchase agreement with Richard I. Anslow and Gregg E. Jaclin, who together held 100% of the issued and outstanding shares of capital stock of the Company (together the “Sellers”) and ARC China Investment Funds (the “Purchaser”) pursuant to which the Sellers sold all of the Company’s issued and outstanding shares of capital stock to the Purchaser for $27,500 (“Sale”). The Sale closed on June 28, 2010.
 
 During the fiscal year ended January 31, 2011, the two former shareholders of the Company contributed $4,000 for working capital purposes.
 
 Note 5 – Income Taxes
 
 Deferred tax assets
 
 At January 31, 2011, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $10,872 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
 approximately $3,696 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 $3,696.
  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 realization. The valuation allowance increased approximately $2,336 and $1,360 for the fiscal year ended January 31, 2011 and for the period from January 29, 2010  (inception) through January 31, 2010, respectively.
 
 Components of deferred tax assets at January 31, 2011 and, 2010 are as follows:
  January 31, 2011


January 31, 2010Net deferred tax assets – Non-current:Expected income tax benefit from NOL carry-forwards

$
3,696


$
1,360Less valuation allowance


(3,696
)


(1,360
)Deferred tax assets, net of valuation allowance

$
-


$
-
 
 Income taxes in the statements of operations
 
 A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:
 
 For the

Fiscal Year

Ended

January 31, 2011


for the period from January 29,2010 (inception) through

January 31, 2010Federal statutory income tax rate


34.0
%


34.0
%Change in valuation allowance on net operating loss carry-forwards


(34.0
)%


(34.0
)%Effective income tax rate


0.0
%


0.0
%
 
 F-11
  Note 6 – Related Party Transactions
 
 Due to stockholders
 
 During the three months ended January 31, 2011, the sole shareholder of the Company advanced $6,826 to the Company by paying Company debt. The advances are non interest bearing and due on demand.
 
 Free office space
 
 The Company has been provided office space by its Chief Executive Officer at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statements.
 
 Note 7 – Contingencies
 
 In connection with the stock purchase agreement of June 28, 2010 (see Note 4), Purchaser agrees that upon the completion of a reverse merger transaction with an operating company, Purchaser shall (i) transfer to the Sellers 2,500 common shares of the capital stock of AJ Acquisition and (ii) transfer to Richardson & Patel, LLP (“RP”) 5,000 common shares of the capital stock of AJ Acquisition based on a share count of 10,000,000 shares of AJ Acquisition outstanding. The percentage of shares transferred to the Sellers and RP shall adjust accordingly based on the outstanding share count at the time the reverse merger transaction closes. For example, if the share count was 20,000,000 shares post reverse merger then the share transfer to the Sellers and RP would be 5,000 shares and 10,000 shares respectively.
 
 Note 8 – Subsequent Events
 
 The Company has evaluated all events that occur after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The management of the Company determined that there are no reportable subsequent events to be disclosed.


F-12


ITEM 9A.  CONTROLS AND PROCEDURES.





Disclosure Controls and Procedures





Regulations under the Exchange Act, require public companies to maintain “disclosure controls and procedures,” which are defined to mean a company’s controls and other procedures that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.  Based on those evaluations, as of January 31, 2011, our CEO and CFO believe that:





(i)
our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports we file under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure; and





(ii)
our disclosure controls and procedures are effective.





Internal Control over Financial Reporting





(a)            Management’s annual report on internal control over financial reporting





Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive officer and principal financial officer and effected by the Company’s board of directors, management, and other personnel, 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 and includes those policies and procedures that:





·
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;





·
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and





·
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.





Because of its inherent limitations, the Company’s internal control over financial reporting may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.





Our management assessed the effectiveness of our internal control over financial reporting as of January 31, 2011.  In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework.  Based on our assessment, management concluded that, as of January 31, 2011, the Company’s internal controls over financial reporting were effective.





(b)           Changes in internal control over financial reporting





There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) or Rule15d-15(d) promulgated under the Exchange Act that occurred during our last fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.




5




PART III





ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.





Current Management





Set forth below is a summary of our sole executive officer and directors’ business experience for the past 5 years. The experience and background of our sole director, as summarized below, was a significant factor in his previously being nominated as a director of the Company.





Bondy Lau – President, Secretary, Treasurer, and Director.Mr. Lau, age 27, was appointed as our sole officer and elected as the sole director on March 10, 2011.  Concurrent to his position with the Company, Mr. Lau serves as Senior Associate of ARC China Investment Funds since August 2010.  Previously, Mr. Lau was an investment banker with Loop Capital Markets from January 2009 through August 2010.  From April 2006 through December 2008, he was an investment banker with Merrill Lynch.





Compliance with Section 16(a) of the Securities Exchange Act of 1934





Section 16(a) of the Exchange Act requires our executive officers, directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership, and annual reports concerning their ownership of our common shares and other equity securities on Forms 3, 4, and 5, respectively. Executive officers, directors, and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based on a review of the copies of such forms received by us, and to the best of our knowledge, the following reports during the fiscal year ended January 31, 2011 were untimely filed by any executive officer, director, or greater than 10% stockholder:





(i)
a Form 4 was not filed by Richard Anslow for an event that occurred on June 28, 2010;


(ii)
a Form 4 was not filed by Gregg Jaclin for an event that occurred on June 28, 2010;


(iii)
a Form 3 was not filed by ARC China Investment Funds for an event that occurred on June 28, 2010; and


(iv)
a Form 3 was not filed by Barry Freeman for an event that occurred on June 28, 2010.





Code of Ethics





We have not yet adopted a code of business conduct and ethics that applies to all directors, officers and employers as we have not had the resources to do so.





Audit Committee; Audit Committee Financial Expert





We do not have an audit committee and, therefore, the respective role of an audit committee has been conducted by our Board of Directors as a whole.





ITEM 11.  EXECUTIVE COMPENSATION.





The following summary compensation table indicates the cash and non-cash compensation earned during the fiscal years ended January 31, 2011, 2010, and 2009 by (i) our Chief Executive Officer (principal executive officer), (ii) our Chief Financial Officer (principal financial officer), (iii) the three most highly compensated executive officers other than our CEO and CFO who were serving as executive officers at the end of our last completed fiscal year whose total compensation exceeded $100,000 during such fiscal year ends, and (iv) up to two additional individuals for whom disclosure would have been provided but for the fact that the individual was not serving as an executive officer at the end of our last completed fiscal year whose total compensation exceeded $100,000 during such fiscal year ends.





6





SUMMARY COMPENSATION TABLE





Name and

principal

position

Year

Salary


Bonus


Stock

Awards


Option

Awards


Non-Equity

Incentive

Compensation


Non-qualified

Deferred

Compensation

Earnings


All Other

Compensation


TotalBondy Ho Bong Lau,

2011

$
─


$
─


$
─


$
─


$
─


$
─


$
─


$
─President, Secretary,

2010

$
─


$
─


$
─


$
─


$
─


$
─


$
─


$
─Treasurer, Director

2009

$
─


$
─


$
─


$
─


$
─


$
─


$
─


$
─





Director Compensation





Our sole director is not compensated for his services to our Board.





Compensation Committee Interlocks and Insider Participation





We do not have a compensation committee.  As none of our officers and directors are compensation, no current or former officer or employee participated in deliberations of our Board concerning executive officer compensation during the last completed fiscal year.





ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.





Security Ownership of Certain Beneficial Owners and Management





The following table sets forth information regarding the beneficial ownership of our common stock as of May 16, 2011 for each of our directors and officers; all directors and officers as a group; and each person known by us to beneficially own five percent or more of our common stock.





Beneficial ownership is determined in accordance with SEC rules. Unless otherwise indicated in the table, the persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite the shareholder’s name. Unless otherwise indicated, the address of each beneficial owner listed below is the Company’s principal executive office address.





Name of Beneficial Owner and Address

Number of Shares of

Common Stock

BeneficiallyOwned (1)


Percent of Shares of

Common Stock

Beneficially Owned (1)(2)Bondy Ho Bong Lau


0



*ARC China Investment Funds (3)


100,000



100
%All Executive Officers and Directors as a Group (1 person)


0



*





* Less than 1%





(1)
Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares.  Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).  In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided.  In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.  As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding.





(2)
The percentage of class beneficially owned is based on 100,000 shares of common stock outstanding on May 16, 2011.





(3)
The address for this stockholder is 11/F, Xiamen Guanyin Shan Int’l Commercial Operations Centre, Hubin Bei Road Xiamen, Fujian, China.




7




ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.





Related Party Transactions





There are no related party transactions to report.





Director Independence





Our sole director is not “independent” as the term is used in Item 407 of Regulation S-K as promulgated by the SEC and Nasdaq’s Marketplace Rule 5605(a)(2).





ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES.





The following tables show the fees that were billed for audit and other services provided by Li & Company, PC during the fiscal years indicated:





Fiscal Year Ended January 31,2011


2010Audit Fees (1)

$
1,500


$
2,500Audit-Related Fees (2)


-



-Tax Fees (3)


-



-All Other Fees (4)


-



-Total

$
1,500


$
2,500





(1)
Audit Fees – This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q, and services that are normally provided by independent auditors in connection with the engagement for fiscal years.  This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.





(2)
Audit-Related Fees – This category consists of assurance and related services by our independent auditors that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under "Audit Fees."  The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC.





(3)
Tax Fees – This category consists of professional services rendered by our independent auditors for tax compliance and tax advice.  The services for the fees disclosed under this category include tax return preparation and technical tax advice.





Pre-Approval Policies and Procedures of the Audit Committee





Our Board, acting as the audit committee, approves the engagement of our independent auditors and is also required to pre-approve all audit and non-audit expenses. In the fiscal year ended January 31, 2011, 100%, 100%, and 100% of our Audit-Related Fees, Tax Fees, and All Other Fees, respectively, were pre-approved by the Board.





8


PART IV





ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES.





Financial Statements; Schedules





Our consolidated financial statements for the fiscal years ended January 31, 2011 and 2010 begin on page F-1 of this annual report.  We are not required to file any financial statement schedules.





Exhibit Table





Exhibit

No.

Description3.1

Certificate of Incorporation (1)3.2

Bylaws (1)10.1

Stock Purchase Agreement between the Registrant, Richard I. Anslow, Gregg E. Jaclin, and ARC China Investment Funds, dated June 28, 2010 (2)31.1

Section 302 Certificate of Chief Executive Officer *31.2

Section 302 Certificate of Chief Financial Officer *32.1

Section 906 Certificate of Chief Executive Officer *





* Filed herewith.





(1)
Filed on February 12, 2010 as an exhibit to our Registration Statement on Form 10, and incorporated herein by reference.(2)
Filed on July 1, 2010 as an exhibit to our Current Report on Form 8-K, and incorporated herein by reference.




9





SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) 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.





AJ ACQUISITION CORP. II, INC.Date: May 17, 2011
/s/ Bondy Ho Bong LauBondy Ho Bong Lau, authorized signatory and principal financial officer





In accordance with the Securities Exchange of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.





NAME

TITLE

DATE/s/ Bondy Ho Bong Lau

President, Secretary, Treasurer, and director

May 17, 2011Bondy Ho Bong Lau










10