**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 Washington,
        D.C. 20549
 
 **FORM
        10-KSB/A**
  x
                **ANNUAL
                    REPORT UNDER SECTION 13 OR 15(d) OF****THE
                    SECURITIES EXCHANGE ACT OF 1934****FOR
                    THE FISCAL YEAR ENDED: October 31, 2004**o
                **TRANSITION
                    REPORT PURSUANT TO SECTION 13
                    OR 15(d) OF**THE
                    SECURITIES EXCHANGE ACT OF
                    1934******FROM
                    THE TRANSITION PERIOD FROM ______
                    TO ______COMMISSION FILE NUMBER**:**333-65768**IJJ
                    Corporation(Formerly
                    Sun & Surf, Inc.)(Name of Small Business Issuer in Its
                    Charter)
  **Delaware**
              **11-3619828**(State
                  of incorporation)
              (I.R.S.
                  Employer Identification No.)**8540
                  Ashwood Drive, Capitol Heights, Maryland**
              **20743**(Address
                  of principal executive offices)
              (Zip
                  Code)
 **(301)
        324-4992**
 (Issuer’s
        telephone number, including area code)
 
 Securities
        registered under Section 12(b) of the Exchange Act:
 None
 Securities
        registered under Section 12(g) of the Exchange Act:
 Title
              
              Name
                  of ExchangeCommon
                  Stock, par value $0.001 per share
              
              None
  Check
        whether the Issuer: (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Exchange Act during the past 12 months (or for such shorter
        period
        that the registrant was required to file such reports), and (2) has been
        subject
        to such filing requirements for the past 90 days. x Yes o
        No
  Check
        if
        there is no disclosure of delinquent filers in response to Item 405 of
        Regulation S-B contained in this form, and no disclosure will 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-KSB or any
        amendment to this Form 10-KSB. x
  The
        Issuer’s revenue for its most recent fiscal year was $8,035,694.
  As
        of
        December 31, 2004, 21,530,000 shares of the Issuer’s $0.001 par value common
        stock were outstanding and the aggregate market value of the shares held
        by
        non-affiliates was approximately $1,076,500 based upon a closing bid price
        on
        December 31, 2004 of $0.05 per share of common stock on the OTC Bulletin
        Board.













**PART
                  I**
              2ITEM
                  1. BUSINESS
              2History
              2Description
                  of Sun & Surf Inc.
              3Description
                  of Business of MSSI
              3Employees
              4Business
                  and Industry Overview
              4Competition
              4Government
                  Regulation
              5Sources
                  of Revenue
              5Service
                  Contracts
              5Products
                  Orders
              6Material
                  Contracts Awarded to MSSI
              6Material
                  Contracts Terminated by Our Customers
              7Substantial
                  Customers
              7Future
                  Commitments
              7Proprietary
                  Products and Intellectual Property
              7Our
                  Growth Strategy
              7Acquisition
                  of Voyage Data Corporation
              8Other
                  Material Agreements
              8RISK
                  FACTORS
              9Business
                  Risks
              9Risks
                  Related to Our Common Stock
              10ITEM
                  2. PROPERTIES
              12ITEM
                  3. LEGAL PROCEEDINGS
              12ITEM
                  4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
              12**PART
                  II**
              12ITEM
                  5. MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER
                  MATTERS
              12ITEM
                  6. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
                  OPERATIONS
              13Company
                  and Industry Overview
              13Critical
                  Accounting Policies
              14Results
                  of Operations
              14Comparison
                  of twelve-month period ended October 31, 2004 to twelve-month period
                  ended
                  October 31, 2003
              15Liquidity
                  and Capital Resources
              16Subsequent
                  Events
              18Use
                  of Estimates and Certain Significant Estimates
              19Forward
                  Looking Statements
              19ITEM
                  7. FINANCIAL STATEMENTS
              19ITEM
                  8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  AND
                  FINANCIAL DISCLOSURE
              19ITEM
                  8A. CONTROLS AND PROCEDURES
              19**PART
                  III**
              20ITEM
                  9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
              20ITEM
                  10. EXECUTIVE COMPENSATION
              20ITEM
                  11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT
              20ITEM
                  12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
              20ITEM
                  13. EXHIBITS AND REPORTS ON FORM 8-K
              20Statements
                  filed as part of this Report:
              20Exhibits
              20Reports
                  on Form 8-K
              20ITEM
                  14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
              21


-
            i
            -
   **PART
          I**
 **ITEM
          1. BUSINESS**
  **History**
  Unless
          otherwise indicated, or unless the context otherwise requires, all references
          in
          this Annual Report on Form 10-KSB to the terms, “ *Company* ”,
“IJJ”,
          “ *SSI* ”,
          “ *we* ”,
          “ *our* ”, *or* “ *us* ”
          shall
          mean IJJ Corporation, Sun & Surf, Inc. and our wholly-owned subsidiary,
          Management Solutions and Systems, Inc. (“ *MSSI* ”).
  IJJ
          Corporation’s (‘IJJ”) predecessor company was Sun & Surf Inc. (“SSI”), a
          public corporation that was incorporated in the State of New York on November
          30, 2000. SSI was a seller of sporting goods, apparel and accessories and
          a
          consultant to retailers and wholesalers in the action sports
          industry.
  Management
          Solutions & Systems Incorporated (“MSSI”) is an information technology
          consulting firm incorporated in the State of Maryland in 1997. Its principal
          activities are the sale of computer products, design and development of
          computer
          systems, and systems technical support.
  On
          October 6, 2003, SSI entered into a Securities Exchange Agreement with
          MSSI (the
“Stock Exchange”). In exchange for the acquisition of the 100% interest in MSSI,
          the shareholders of MSSI were issued a total of 15,000,000 common shares
          of SSI.
          Following the share exchange, the former shareholders of MSSI hold 69.67%
          of the
          21,530,000 shares of common stock of SSI. Consequently, even though SSI
          is the
          legal acquirer, this transaction was treated as an acquisition of SSI by
          MSSI.
  Upon
          the
          effectiveness of the Stock Exchange, the sole remaining director of SSI,
          Jeffrey
          Esposito, appointed Clifford Pope and Larry L. Brooks as members of our
          Board of
          Directors and subsequently resigned. The remaining members of our Board
          of
          Directors then appointed Larry Swinton to fill the vacancy created by the
          resignation of Mr. Esposito. Our reconstituted Board of Directors then
          elected
          Clifford Pope as our President, Chairman of the Board and Treasurer and
          Larry L.
          Brooks as our Vice President and Secretary.
  Prior
          to
          consummating the Stock Exchange, we effected a forward-split of our common
          stock
          on the basis of ten shares for each share then issued and outstanding
          and determined to change our business efforts. As part of the Stock Exchange,
          43,072,500 shares owned by certain of our shareholders were redeemed by
          us and
          then canceled following the closing of the Stock Exchange. As of January
          31,
          2004, there were 21,530,000 shares of common stock issued and outstanding.
          As a
          result of the Stock Exchange, MSSI became our wholly-owned
          subsidiary.
  Upon
          completion of the Stock Exchange, we decided to cease SSI operations and
          only
          carry on the business of MSSI. All of our business operations
          are conducted through MSSI. Prior to the Stock Exchange, there were no
          material
          relationships between SSI and MSSI, or any of the parties’ respective
          affiliates, directors or officers, or any associates of their respective
          officers or directors.
  There
          were no preferred shares, warrants or options as of acquisition date.
  Recapitalization
          costs of $120,454 and $453,600 consisting of legal and management consultancy
          fees were incurred as of October 31, 2004 and 2003, respectively, relating
          to
          the reverse acquisition.
  At
          the
          Annual Meeting of Shareholders held on February 17, 2004, SSI’s shareholders
          approved the change of company name to IJJ and reincorporation of the company
          in
          the State of Delaware. IJJ was incorporated in the State of Delaware on
          December
          17, 2003 with the intention of re-domiciling SSI from the State of New
          York to
          the State of Delaware. The reincorporation is effected pursuant to an Agreement
          and Plan of Merger (the “Merger Agreement”) entered into by SSI and IJJ on
          December 18, 2003. The merger took effect upon the acceptance of the Certificate
          of Merger by the Secretary of State of both the states of New York and
          Delaware
          on February 18, 2004 and February 17, 2004, respectively. In accordance
          with the
          Merger Agreement, SSI merged with and into IJJ and the latter became the
          surviving entity resulting in the change of name from Sun & Surf Inc. to IJJ
          Corporation.
   -
              2
              -




At
      the
      Annual Meeting of Shareholders held on February 17, 2004, SSI’s shareholders
      approved the adoption of a new stock option plan (the “Plan”). Eligible
      participants under the Plan include key employees, directors and advisors of
      the
      company and its subsidiaries. The options are not assignable or transferable
      and
      will expire ten years after the grant date. The purchase price of the common
      shares under the Plan must be equal to the fair market value of the company
      common stock at the time the option is granted or higher as may be determined
      by
      the Plan Committee or the Board of Directors at the time of grant. The maximum
      aggregate number of shares of common stock that may be issued and sold under
      the
      Plan is 10,000,000. The maximum aggregate number of shares issued under the
      Plan
      during any given year must not exceed 10% of the total outstanding shares of
      the
      company during such calendar year.




**Description
      of Sun & Surf
      Inc.**




SSI
      was
      incorporated as a New York corporation on November 30, 2000. SSI was a seller
      of
      sporting goods, apparel and accessories retail/wholesale and a consultant
      to retailers and wholesalers in the action sports industry. After the Stock
      Exchange, SSI discontinued its previous business and carried on the business
      of
      MSSI only. On August 27, 2003, SSI declared a dividend payable in shares of
      its
      wholly owned subsidiary, Surf Franchise Inc., on the basis of one share of
      common stock of the subsidiary in respect of each outstanding share of SSI,
      adjusted to give effect to the ten-for-one split. The record date for
      determining holders entitled to receive the dividend was September 8, 2003.
      As a
      result of this dividend, we no longer have any ownership interest in Surf
      Franchise Inc.




**Description
      of Business of MSSI**




MSSI
      was
      originally established in 1997, and presently provides information technology
      (“ *IT* ”)
      services and products, computer software and hardware sales, network
      operation and design, systems analysis and deployment, and business process
      consulting services to Federal, state and local governments, including military
      and civil agencies. Our corporate headquarters is located in Capitol Heights,
      Maryland.




We
      offer
      IT services in the following areas:




·
            Enterprise
                Management Implementation and Sustainment services for Computer Associates
                (“*CA*”)
                Unicenter Suite of solutions




·
            Customer
                Relationship Management*(“CRM*”)
                and Call Center Management Services




·
            Customized
                Training solutions that can incorporate new technologies such as
                web
                broadcasting, virtual class rooms andmulti
                media




·
            IT
                Management Services such as Business Process Re-Engineering (“*BPR*”),
                Requirements Analysis, Strategic Planning, andIndependent
                Verification and Validation (“*IV&V*”)
                and other Pre-Implementation
                Services.




We
      are
      also an authorized dealer of several brand-name IT products. We provide our
      customers high-quality hardware and software, peripherals, office automation
      products, desktop and laptop systems, and computer accessories. Our
      long-established relationships with major IT equipment manufacturers and
      distributors allow us to provide our customers with IT products at competitive
      prices and expedited delivery times, often within 24 hours of the
      order.




Our
      suite
      of Enterprise Network solutions is comprised of a host of services, including
      design, implementation, and maintenance, networked facilities
      management, disaster recovery, security and helpdesk support. We analyze
      enterprise networks and offer meaningful, cost effective solutions.




We
      focus
      our business on providing necessary services and related equipment to Federal,
      state and local governments. We generate revenue by reselling IT products or
      providing services through consultative selling, which involves identifying
      agencies that have IT problems,
      developing a solution, and presenting the solution for customer approval. We
      use
      teams of specialists assembled from our current staff and subscribe to
      recruiting services over the Internet for additional personnel. Approximately
      90% of our revenues were derived from sales to agencies of the Federal
      government and approximately 10% was derived from sales to agencies of state
      and
      local governments.






-
          3
          -





**Employees**




Currently,
      our total employment is 78, which includes six contractors. We have a total
      of
      50 employees/contractors, who provide technical support and operational services
      at various contract sites principally in the Washington, D.C. area and in
      locations around the United States. The remaining 28 employees/contractors
      perform executive, business development and administrative functions. We are
      not
      a party to any collective bargaining agreement with a labor union, and we
      believe relations with our employees are good.




**Business
      and Industry Overview**




According
      to an initial analysis of President Bush’s Administration’s 2006 Budget to
      Congress performed by FSI, a Washington, DC-area management consulting group,
      President Bush’s proposed fiscal year 2006 Information Technology IT Budget of
      $65.2 billion represents more than a 7% growth rate relative to the prior fiscal
      year. A four year view shows that the Federal IT budget has experienced a
      compound annual growth rate (“CAGR”) of 5.5% over four years (from FY2003
      through FY2006). “This is not unexpected, and represents healthy growth for IT
      for the Federal Government, considering that the top line budgets of many
      agencies are dropping or funded below requested,” said Karen Wilson, vice
      president, consulting for FSI. “The IT portions of this budget are growing,
      which is good news for the industry.”




According
      to INPUT, a provider of high quality and in-depth government market insight
      and
      analysis based in Reston, Virginia, states in its recent “Federal IT Market
      Forecast, FY 2004-FY 2009” report, that the Federal market demand for
      vendor-furnished information systems and services will increase from $58.6
      billion in FY 2004 to $80.7 billion in FY 2009 at a CAGR of 6.6%. INPUT’s
      Federal Market Forecast, FY 2004-FY 2009 is a comprehensive analysis of the
      Federal IT market for information technology. Produced by INPUT as a part of
      its
      Federal Market Program, this report provides vendors and other interested
      parties with a detailed view of Federal spending and market forecasts for the
      next five years.




**Competition**




The
      General Accounting Office in its report of February 2003, titled *Contracting
      for Information Technology Services* ,
      reported that the distribution of Federal spending for IT services in fiscal
      year 2001 was to 2,167 small businesses, 635 medium companies, and 281 large
      companies. We are considered a small business.




There
      are
      approximately 14,000 IT companies in the United States with 50 or more
      employees. The number of firms with less than 50 employees is estimated to
      be
      even larger.




Many
      IT
      firms are competing for government contracts. We believe that other IT companies
      doing business with the government are positioning themselves for growing
      opportunities in outsourcing, information assurance, modernization efforts,
      and
      large systems integration projects.




The
      larger IT firms doing business with the government have extensive resources
      to
      pursue and obtain contracts. There are a large number of contracts, however,
      being awarded by the Federal government. We believe that we have demonstrated
      our ability to effectively bid and be awarded government awarded
      contracts.




We
      believe that government contractors tend to focus on bids with specific agencies
      and become comfortable dealing within those agencies. We believe this tendency
      means we will consistently encounter certain competitors at a given agency.
      For
      these reasons, we do not expend much effort devising strategies against our
      competitors.






-
          4
          -







**Government
      Regulation**




We
      are
      subject to numerous Federal, state and local regulations. The most significant
      source of regulations is the Federal Acquisition Regulation (“ *FAR* ”)
      which
      defines the laws and regulations that we must observe applicable to the
      formation, administration and performance of Federal government contracts.
      Any
      company selling to the Federal government must comply with the FAR or may face
      penalties or disbarment from doing business with the Federal
      government.




**Sources
      of Revenue**


**SALES
                  FROM SERVICES****No.
                  of Sales**
              **Total
                  Value**
                **(in
                  millions)**
              **%
                  ofSales**
              **Largest
                  Order**
                **Value**
              **Actual
                  Receipts**
                **(in
                  millions)**May
                  1, 2002 - April 30, 2003
                Total
                  Service Sales
              6
              $3.8
              44%
              $1,516,851
              $3.8May
                  1, 2003 - October 31, 2003
                Total
                  Service Sales
              3
              $2.7
              59%
              $586,560
              $2.7November
                  1, 2003 - October 31,
                2004
                  - Total Service Sales
              21
              $6.7
              83%
              $1,921,450
              $6.7


**SALES
                FROM PRODUCTS****No.
                of Sales**
            **Total
                Value**
              **(in
                millions)**
            **%
                of**
              **Sales**
            **Largest
                OrderValue**
            **Actual
                Receipts**
              **(in
                millions)**May
                1, 2002 - April 30, 2003
              Total
                Product Sales
            181
            $4.8
            56%
            $379,000
            $4.8May
                1, 2003 - October 31, 2003
              Total
                Product Sales
            68
            $1.9
            41%
            $299,475
            $1.9November
                1, 2003 - October 31,
              2004
                - Total Product Sales
            109
            $1.4
            17%
            $167,074
            $1.4






**Service
      Contracts**




Our
      contracts are primarily negotiated on either a fixed-price basis or a
      time-and-materials basis. For our time-and-materials contracts we charge our
      customers a fixed hourly rate for each hour of service provided. The skills
      and
      rates used are similar to those established in our GSA Schedule Contract No.
      GS-35F-5347H (the “ *GSA
      Contract* ”)
      held
      with the GSA. The GSA Schedule is a Federal government contract managed by
      GSA.
      Any agency or department of the Federal government may purchase goods and
      services by using this contract. Any vendor can apply for a GSA schedule, which
      when awarded would allow publication of the vendor’s products and services
      targeted for sale to agencies of Federal, state and local governments. Many
      Federal agencies use this contract to purchase goods and services.




When
      awarded a contract, we often recruit and hire additional employees. The term
      of
      employment of these additional employees is usually for the duration of the
      contract or task order received.






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          5
          -






**Products
      Orders**




We
      provide products to our customers. We respond to requests for quotes initiated
      by prospective customers. Our quoted prices include all estimated costs to
      deliver the products, plus an overhead and profit amount. None of those amounts
      include penalties to either party for early termination.




We
      purchase the products we resell only after a valid order is received from an
      ordering customer. We maintain no inventory.




**Material
      Contracts Awarded to MSSI**




*Army
      Medical Command - Walter Reed Army Medical Center - Directorate of Information
      Management (“DOIM”)* - Our
      projects under this work order include database administration,
      Internet/intranet application development for Army medical support program
      requiring the utilization of the Integrated Clinical Data Base (“ICDB”) and the
      Composite Health Care System (“CHCS”) resources. Our on-site system development
      team provides project research, data mining, data filtering, and the conversion
      of legacy applications, which includes project management of task assignments
      issued to the Directorate of Information Management (“DOIM”). The core
      environment is Oracle WEB, Oracle DB, SQL-Server and Active Server Page
      (“ASP”).




The
      initial period of performance for this contract was from October 2002 to
      September 2004, with a total contract value of $2,914,114.43. This contract
      was
      modified and extended to reflect a period of performance of October 2004 to
      June
      2005 with a value of $1,281,866.00. The total value of this contract is
      $4,195,980.43.




*The
      U.S. Department of Housing and Urban Development (“HUD”)* - We
      designed, developed, and implemented a call center to provide a service desk
      solution for HUD’s Office of Public and Indian Housing Authority (PIH). The call
      center identifies, tracks and resolves issues associated with the Public and
      Indian Housing Information Center (PIC) system. Our call center staff provides
      support to a national user base. In addition to providing call center
      implementation and management services, we provide project management
      consulting, legislative compliance maintenance, and end-user training services
      to HUD’s PIH personnel.




Totals
                  for the HUD contracts are as
                  follows:Start
                  Date - July 2002Completed
                  Portion - July 2002 to June 2003
              
              $
              1,182,669.48Current
                  Portion - July 2004 to June 2005
              
              $
              1,829,712.00


This
      contract called for a one-year base period running from July 2002 to June 2003,
      with a series of two one-year extension options. HUD exercised each option,
      and
      intends to re-compete the contract prior to the June 2005 completion. As the
      incumbent contractor, we are confident of our prospects for retaining this
      business.




*Anteon
      Corporation (“Anteon”)* - We
      provide hardware, operating systems and feature set licensing,
      telecommunications infrastructure, engineering services, operations services,
      planning services and management of delivery of application hosting, management
      and deployment services to build out and operate one or more classified Data
      Centers. The services we provide Anteon on this contract are in direct support
      of the implementation of Data Centers for the United States Army Reserves.
      The
      contract was awarded on September 1, 2003, included two option years and the
      initial one-year period of performance was valued at $841,000. The second option
      year was exercised in fiscal 2004. The total contract value, including the
      two
      option years, is valued at $2,523,000.




*The
      U.S. Department of Justice - Drug Enforcement Administration
      (“DEA”)* - We are
      providing a staff of 15 employees around DEA offices nationwide to provide
      state-of-the-art inventory data control services. The DEA inventory support
      tasks include analyzing and reconciling property records, editing data, making
      corrections, keying into DEA’s Fixed Asset Subsystem (FAS), assisting with
      inventory, and performing similar duties as assigned. This contract is valued
      at
      $1,036,000 for a period of performance from January 2005 - December 2005. MSSI
      was selected based on its considerable experience in staffing and managing
      on-site functions at various Federal agencies across the United States.








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          6
          -





**Material
      Contract Terminations**




*Sergeant
      at Arms of the* *United
      States Senate* *(“SAA”)* - On
      June 1, 2004, we were awarded a fixed-price contract by the SAA to design and
      build a new software application referred to as Print Management and Accounting
      System (“PMAS”). The SAA is responsible for providing a number of administrative
      support services to the offices of the U.S. Senate. Many of these services
      are
      regulated by statute and include the preparation of franked mail, printing
      and
      graphic services and the storage and distribution of documents for official
      U.S.
      Senate use. The period of performance was to be October 2004 to September 2005
      with a contract value of $975,200.




On
      February 10, 2005, the SAA exercised its option to terminate the contract.
      The
      basis for their termination was that we did not make a satisfactory performance
      of the initial deliverable as specified in the PMAS Preliminary Design and
      Requirements Validation. We have ceased all work under the contract, and we
      are
      in discussions with the SAA to be paid for the value of our services provided
      which amounted to $75,612.80.




**Substantial
      Customers**




During
      the period November 1, 2003 through October 31, 2004, we derived a substantial
      proportion of our sales from three agencies of the Federal government. Those
      sales were generated through multiple contracts with each agency. Individually
      these contracts do not represent significant business, but collectively they
      make our relationship with each agency material. The chart below illustrates
      the
      distribution.




**SUBSTANTIAL
                AGENCY CUSTOMERS****No.
                ofContracts**
            **TotalApproximateValue**
            **Largest
                Order**
            **%
                of 2004Business**Total
                Army Customers
            13
            $4,300,000
            $2,457,377
            54%Total
                HUD Customers
            15
            $2,025,000
            $1,921,450
            25%Total
                USAF Customers
            12
            $500,000
            $167,074
            6%





**Future
      Commitments**




Our
      contract backlog consists of contracts valuing approximately $5.5 million,
      which
      is based on amounts actually obligated by a client for payment of goods and
      services, and unfunded backlog, which is based upon management’s estimate of the
      future potential of our existing contracts and task orders, including options,
      to generate revenue. Our backlog may not result in actual revenue in any
      particular period or at all.




In
      each
      case, the customer may at any time modify these contracts to increase or
      decrease the contract dollar value or terminate the contract.




**Proprietary
      Products and Intellectual Property**




We
      own no
      proprietary products. Any proprietary products that are developed are owned
      by
      the customer and not us.




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          7
          -




**Our
      Growth Strategy**




Our
      goal
      is to continue to grow as a provider of excellent IT services and quality
      products. Our strategy to reach this goal concentrates on:




·
            Maintaining
                and growing our core business. We will achieve this through (i) continuing
                to build a sales and service organization; (ii) developing service
                offerings that have broad application across government agencies;
                (iii)
                establishing direct relationships with manufacturers to maintain
                pricing
                competitiveness; and (iv) improving our Human Resource recruiting
                processes and compensation plans, which will enhance our ability
                to
                compete.




·
            Seeking
                growth opportunities in new business verticals. This strategy will
                include
                the private sector as well as other government sectors which management
                believes represents a forward growth opportunity that is currently
                not
                being addressed.




·
            Strategic
                growth opportunities. This may include strategic partnerships, alliances
                and strategic acquisitions which would leverage our current relationships,
                and expand our offering with various government agencies. Currently,
                due
                to limited access to the capital markets, management has not yet
                executed
                a strategic acquisition.




**Intent
      to Acquire Voyage Data Corporation** .




In
      June,
      2004, the company’s Board of Directors approved the issuance of a definitive
      letter of intent (“LOI”) to acquire Voyage Data Corporation ("Voyage Data"), a
      Florida based systems integrator which specializes in wireless security,
      management, and application development with a focus on healthcare. The company
      would acquire all of the outstanding shares of Voyage Data for a value of
      $2,000,000, which consideration shall be a combination of 2,175,000 of the
      company's common stock and a $1,000,000 promissory note secured by the assets
      of
      Voyage Data. The note would be payable in 20 quarterly installments of
      $50,000.The LOI was issued June 1, 2004, and the closing date for the
      transaction was anticipated to take place on or before September 30, 2004.
      Upon
      completion of the transaction, Voyage Data would become a wholly-owned
      subsidiary of the company. The company would use the acquisition to expand
      its
      current systems management and application development practice to include
      the
      fast growing wireless sector and to expand into the commercial healthcare
      marketplace to complement the company's Federal systems integration activities.
      As part of the purchase, the company will acquire Intellectual Property, Client
      Reference Account, Exclusivity, and Strategic Alliances from Voyage Data.




On
      October 18, 2004, the company’s Board of Directors approved a resolution calling
      for a delay in making a decision as to proceed or not to proceed with the
      transaction to allow more time to complete its due diligence process and to
      seek
      terms and conditions in the deal that would be more favorable to the company.
      The company would resume consideration of the transaction after March 31,
      2005.




The
      costs
      related to the acquisition that were incurred during the twelve-month period
      ended October 31, 2004 totaled $107,000, and were comprised of a good faith
      deposit of $50,000, legal fees of $40,000 and miscellaneous expenses of
      $17,000.




**Other
      Material Agreements**




We
      have a
      $2.0 million financing facility with Action Capital Corporation of Atlanta,
      Georgia. Under the terms of this facility we can sell accounts receivable up
      to
      85% of their value in advance of payment from the customer. Interest on this
      facility is calculated at prime rate plus one percent on the daily average
      balance of unpaid accounts sold plus a 0.95% monthly fee on said balance. The
      facility is secured by liens on MSSI’s accounts receivable and by personal
      guarantees of its principals.




We
      issued
      a promissory note to a corporation controlled by a minority shareholder for
      receipt of $250,000. The loan proceeds were used for general corporate purposes
      and the loan was restructured such that all remaining accrued and unpaid
      interest and principal was to be paid in full on June 22, 2004. The interest
      rate is 15% per annum, compounded annually. We were unable to fully repay the
      loan on the due date, and the outstanding principal balance on the note was
      $100,800 as of October 31, 2004. We are in discussions with the lender to
      restructure an extension of the maturity date.






-
          8
          -






On
      December 15, 2003, we signed a $250,000 Convertible Promissory Note payable
      to a
      minority shareholder. The loan proceeds were to be delivered in installments,
      the first of which was received on the same day for $25,000. On April 30, 2004
      we received a second installment in the amount of $65,000. On June 22, 2004,
      we
      received a third installment in the amount of $20,000. The total outstanding
      loan balance as of October 31, 2004 was $110,000. The loan is payable on demand
      anytime after December 30, 2005 (“demand date”). The interest rate is 6 percent
      per annum, compounded annually. The conversion of the unpaid principal and
      interest balance into our common stock shares is exercisable at our option
      at
      any time during the period commencing 30 days prior to the demand date and
      based
      on the closing price of the common stock on the date of conversion.




On
      April
      30, 2004, we signed a $100,000 Convertible Promissory Note payable to a minority
      shareholder. The loan proceeds were to be delivered in installments, the first
      of which was received on the same day for $90,000. The loan is payable on demand
      anytime after December 30, 2005 (“demand date”). The interest rate is 6 percent
      per annum, compounded annually. The conversion of the unpaid principal and
      interest balance into our common stock shares is exercisable at our option
      at
      any time during the period commencing 30 days prior to the demand date and
      based
      on the closing price of the common stock on the date of conversion.






**RISK
      FACTORS**




The
      Company operates in a competitive environment. Our business encounters, among
      others, the following primary risk factors:




***Business
      Risks***




**We
      depend on contracts with the Federal government for a substantial majority
      of
      our revenue, and our business could be seriously harmed if the Federal
      government ceased doing business with us.**




The
      Federal sector accounts for 90% of our income. Our Federal government contracts
      may be terminated by the government at any time. We could be barred from doing
      business with the Federal government or Federal government agencies could
      exercise their right to terminate our contracts for budgetary reasons,
      convenience of the government, or any other reason. In either case, we expect
      that our revenues would decrease significantly. Should our largest Federal
      government customer terminate its contract with us, our revenues could decrease
      by as much as 20% per month.




**If
      we fail to establish and maintain important relationships with government
      entities and agencies, our ability to successfully bid for new business may
      be
      adversely affected.**




To
      facilitate our ability to prepare bids for new business, we rely in part on
      establishing and maintaining relationships with officials of various government
      entities and agencies. These relationships enable us to provide informal input
      and advice to government entities and agencies prior to the development of
      a
      formal bid. We may be unable to successfully maintain our relationships with
      government entities and agencies, and any failure to do so may adversely affect
      our ability to bid successfully for new business.




**We
      derive significant revenue from contracts and task orders awarded through a
      competitive bidding process. If we are unable to consistently win new awards
      over any extended period, our business and prospects will be adversely
      affected.**




Substantially
      all of our contracts and task orders with the Federal government are awarded
      through a competitive bidding process. We expect that much of the business
      that
      we will seek in the foreseeable future will continue to be awarded through
      competitive bidding. However, there are no assurances that our bids will be
      accepted, even if competitive, and as such if we are unable to gain new
      contracts for any extended period, our business and prospects will be adversely
      affected.






-
          9
          -






**Insufficient
      positive cash flow could adversely impact our operating
      results.**




We
      depend
      on the collection of our receivables to generate cash flow, provide working
      capital, pay debt and continue our business operations. If the Federal
      government or any of our other customers fails to pay or delays the payment
      of
      their outstanding invoices for any reason, our business and financial condition
      may be materially adversely affected. The government may fail to pay outstanding
      invoices for a number of reasons, including lack of appropriated funds or lack
      of an approved budget.




**Competition
      in the markets in which we compete may adversely affect our
      business.**




Our
      markets are highly competitive, and many of the companies we compete against
      have substantially greater resources.




**Our
      failure to attract and retain qualified employees, including our senior
      management team, may adversely affect our business.**




Our
      continued success depends to a substantial degree on our ability to recruit
      and
      retain the technically skilled personnel we need to serve our clients
      effectively. Our business involves the development of tailored solutions for
      our
      clients, a process that relies heavily upon the expertise and services of our
      employees. Accordingly, our employees are our most valuable resource.
      Competition for skilled personnel in the IT services industry is intense, and
      technology service companies often experience high attrition among their skilled
      employees. There is a shortage of people capable of filling these positions
      and
      they are likely to remain a limited resource for the foreseeable future.
      Recruiting and training these personnel require substantial resources. Our
      failure to attract and retain technical personnel could adversely affect our
      business by increasing our costs of performing our contractual obligations,
      reducing our ability to efficiently satisfy our clients’ needs, limiting our
      ability to win new business and constraining our future growth.




***Risks
      Related to Our Common Stock***




**The
      liquidity of our common stock is affected by its limited trading
      ability.**




Shares
      of
      our common stock are traded on the OTC Bulletin Board under the symbol “IJJP.”
      There is currently no broadly followed established trading market for our common
      stock. An established trading market may never develop or be maintained. Active
      trading markets generally result in lower price volatility and more efficient
      execution of buy and sell orders. The absence of an active trading market
      reduces the liquidity of our shares. The trading volume of our common stock
      historically has been limited and sporadic. As a result of this trading
      inactivity and the exchange, the quoted price for our common stock on the OTC
      Bulletin Board is not necessarily a reliable indicator of its fair market value.
      Further, if we cease to be quoted, holders would find it more difficult to
      dispose of, or obtain accurate quotations as to the market value of our common
      stock, and the market value of our common stock would likely
      decline.




**Our
      common stock may be subject to regulations prescribed by the Securities and
      Exchange Commission relating to “penny stock.”**




The
      Securities and Exchange Commission has adopted regulations that generally define
      a “penny stock” to be any equity security that has a market price (as defined in
      such regulations) of less than $5.00 per share, subject to certain exceptions.
      Our common stock is currently subject to these regulations, which impose
      additional sales practice requirements on broker-dealers who sell penny stocks
      to persons other than established customers and accredited investors, which
      generally include institutions with assets in excess of $5,000,000 and
      individuals with a net worth in excess of $1,000,000 or annual income exceeding
      $200,000 (individually) or $300,000 (jointly with their spouse).




**Our
      common stock will likely be subject to substantial price and volume
      fluctuations.**




The
      market price of our common stock has been volatile and could fluctuate widely
      in
      response to several factors, some of which are beyond our control,
      including:






-
          10
          -






·
            our
                quarterly operating results;




·
            additions
                or departures of key personnel;




·
            changes
                in the business, earnings estimates or market perceptions of our
                competitors;




·
            our
                introduction of new facilities;




·
            future
                sales of our common stock by us or selling
                stockholders;




·
            changes
                in general market or economic
                conditions;




·
            announcements
                of legislative or regulatory change;
                and




·
            potentially
                significant downward selling pressure on the stock price during the
                coming
                years as certain current and new stockholders seek to liquidate a
                portion
                or all of their holdings for various reasons subject to certain lock-up
                provisions where applicable.




The
      stock
      market has experienced extreme price and volume fluctuations in recent years
      that have significantly affected the quoted prices of the securities of many
      companies, including companies in our industry. The changes often appear to
      occur without regard to specific operating performance. In addition, there
      has
      been a limited public market for our common stock. We cannot predict the extent
      to which investor interest in us will be maintained. Such interest is necessary
      for an active, liquid trading market for our common stock. Active trading
      markets generally result in lower price volatility and more efficient execution
      of buy and sell orders for investors. The price and trading volumes of our
      common stock may fluctuate widely due to the limited public market for our
      stock.




**A
      significant number of our shares are eligible for sale and their sale could
      depress the market price of our stock.**




Sales
      of
      a significant number of shares of our common stock in the public market
      following the merger and related transactions could harm the market price of
      our
      common stock. Moreover, as additional shares of our common stock become
      available for resale in the public market pursuant to the registration of the
      sale of the shares, and otherwise, the supply of our common stock will increase,
      which could decrease its price. Some or all of the shares of our common stock
      may be offered from time to time in the open market pursuant to Rule 144, and
      these sales may have a depressive effect on the market for shares of our common
      stock. In general, a person who has held restricted shares for a period of
      one
      year may, upon filing with the SEC a notification on Form 144, sell into the
      market our common stock in an amount equal to the greater of one percent of
      the
      outstanding shares or the average weekly number of shares sold in the last
      four
      weeks prior to such sale. Such sales may be repeated once each three months.
      Any
      of the restricted shares may be sold by a non-affiliate after such shares have
      been held two years.




**After
      giving effect to the Stock Exchange, certain of our principal stockholders
      will
      continue to have significant voting power and may take actions that may not
      be
      in the best interest of other stockholders.**




Certain
      of our officers, directors and principal stockholders control and will continue
      for the foreseeable future to control a significant percentage of our
      outstanding common stock. If these stockholders act together, they will be
      able
      to exert significant control over our management and affairs requiring
      stockholder approval, including approval of significant corporate transactions.
      This concentration of ownership may have the effect of delaying or preventing
      a
      change in control and might adversely affect the market price of our common
      stock. This concentration of ownership may not be in the best interests of
      all
      of our stockholders.




**We
      do not anticipate paying dividends in the foreseeable future, and the lack
      of
      dividends may have a negative effect on the stock price.**




We
      have
      never declared or paid any cash dividends or distributions on our common stock.
      We currently intend to retain our future earnings to support operations and
      to
      finance expansion and, therefore, do not anticipate paying any cash dividends
      on
      our common stock in the foreseeable future. If we do not pay dividends, our
      stock price may be negatively affected.






-
          11
          -






**We
      are subject to critical accounting policies and actual results may vary from
      our
      estimates.**




We
      follow
      generally accepted accounting principles for the United States in preparing
      our
      financial statements. As part of this work, we must make many estimates and
      judgments about future events. These affect the value of the assets and
      liabilities, contingent assets and liabilities, and revenue and expenses that
      we
      report in our financial statements. We believe these estimates and judgments
      are
      reasonable, and we make them in accordance with our accounting policies based
      on
      information available at the time. However, actual results could differ from
      our
      estimates, requiring us to record adjustments to expenses or revenues that
      could
      be material to our financial position and results of operations in future
      periods.




**ITEM
      2. PROPERTIES**




We
      lease
      our principal corporate office located at 8540 Ashwood Drive, Capitol Heights,
      Maryland 20743. The lease expires February 28, 2007. We currently pay a base
      rent of approximately $60,000 per year under the lease, which will increase
      to
      approximately $63,000 per year during the final year of the lease
      term.




**ITEM
      3. LEGAL PROCEEDINGS**




As
      of the
      date of this Annual Report on Form 10-KSB, there is no material proceeding
      as to
      which any director, officer, affiliate or stockholder of the Company is a party
      adverse to the Company.




**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**




No
      matters were submitted to a vote of the holders of our common stock during
      the
      fourth quarter of the fiscal year ended October 31, 2004.




**PART
      II**




**ITEM
      5. MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS**




***Holders*** ***.*** As of
      February 11, 2005 we had 24  stockholders
      of record and our common stock had a closing bid price of $0.04 per share and
      a
      closing ask price of $0.04 per share.




The
      Company’s common stock is quoted on the OTC Bulletin Board under symbol “IJJP.”
      The Company’s common stock was first quoted on the OTC Bulletin Board on June 5,
      2003 under the symbol of its predecessor company “SSRF”. Prior to that time, no
      trading in the Company’s common stock occurred. Therefore, historical price
      information for the Company’s common stock for the fiscal year ended October 31,
      2002 is not available. The chart below provides historical price information
      for
      the fiscal year ended October 31, 2004:




Fiscal
                      Year Ended
                    October
                      31,
                      2004
                  
                  Common
                    StockHigh
                  
                  LowFirst
                      Quarter
                  
                  $.70
                  
                  $.60Second
                      Quarter
                  
                  $.50
                  
                  $1.24Third
                      Quarter
                  
                  $.45
                  
                  $.32Fourth
                      Quarter
                  
                  $.10
                  
                  $.23Subsequent
                      Period(November 1, 2004through February 11, 2005)
                  
                  $.05
                  
                  $.04




-
          12
          -




The
      source for the high and low closing bids quotations is http://finance.yahoo.com/ and does
      not reflect inter-dealer prices. Such quotations are without retail mark-ups,
      mark-downs or commissions, and may not represent actual transactions and have
      not been adjusted for stock dividends or splits.




***Dividends*** ***.*** We have
      never declared or paid any cash dividends, and except for the distribution
      of
      the common capital stock of Surf Franchise, Inc., have made no distributions
      of
      our or our subsidiaries’ common stock. We currently intend to retain our future
      earnings to support operations and to finance expansion and, therefore, do
      not
      anticipate paying any cash dividends on our common stock in the foreseeable
      future.




**ITEM
      6. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
      OPERATIONS**




The
      following discussion should be read in conjunction with the financial statements
      and related notes included elsewhere in this report. This discussion contains
      forward-looking statements that involve risks and uncertainties. Our actual
      results could differ materially from the results anticipated in these
      forward-looking statements as a result of factors including, but not limited
      to,
      those discussed under “Business -Risk Factors” and elsewhere in this
      report.




**Overview**




*Company
      Overview.* We are a
      provider of Information Technology (“IT”) solutions to Federal, state and local
      governments, including military and civil agencies. Our solutions are focused
      in
      the areas of IT services and products. Our IT service-based offerings include
      network operation and design, systems analysis and deployment, and business
      process consulting services. Our IT products involve the reselling of brand-name
      hardware and software such as peripherals, office automation products, desktop
      and laptop systems, and computer accessories. Since our inception in 1997,
      approximately 90% of our revenues were derived from sales to agencies of the
      Federal government, and approximately 10% were derived from sales to agencies
      of
      state and local governments.




Service
      contracts are structured as multi-year arrangements that involve a base-year
      period and option periods granted to our customers to renew the contracts that
      range from one to four years. Our contracts are structured on a fixed-price
      time
      and materials basis with the labor component based on our GSA Schedule Contract
      (No. GS-35F-5347H).




Product
      sales are generated from our customers through requests for quotes that include
      the estimated cost of products from our suppliers. These products are resold
      to
      our customers at a price that covers acquisition cost, shipping and handling,
      and a targeted profit margin.




Our
      growth strategy is to continue to be a provider of choice for our current base
      of Federal, state and local customers. Maintaining and growing our core business
      will be central to generating sustained profitability and adequate cash flow
      to
      fund our operations. To attract new customers, we will expand our consultative
      selling approach, which identifies agencies with business problems that could
      be
      solved with our core capabilities. While we will continue to service our current
      base of product sales customers, we will redirect more of our effort and
      resources to increasing our share of service contract revenues. Service
      contracts provide recurring, multiple-year revenues with attractive gross profit
      margins.




Our
      service contract backlog consists of existing contracts valued at approximately
      $5 million and represents current work being performed and future options that
      we anticipate will be exercised by our customers over the next two years.







-
          13
          -






**Critical
      Accounting Policies**




In
      preparing our financial statements, management makes several estimates and
      assumptions that affect our reported amounts of assets, liabilities, revenues
      and expenses. Those accounting estimates that have the most significant impact
      on the Company’s operating results and place the most significant demands on
      management’s judgment are discussed below. With regard to all of these policies,
      management cautions that future events rarely develop as forecast, and the
      best
      estimates may require adjustment.




*Revenue
      Recognition on Long-Term Contracts.* We
      provide various IT professional services to our Federal, state and local
      government clients based on negotiated fixed-price, time and materials
      contracts. Our customers are invoiced monthly at fixed hourly rates for each
      hour of service provided by skill. These rates and skill sets are based on
      our
      GSA Schedule Contract (No. GS-35F-5347H). We recognize services-based revenue
      from each of our contracts when the service has been performed, the customer
      has
      approved the timesheets for our employee or contractor providing the service
      and
      an invoice has been generated and collectibility is reasonably assured. We
      recognize materials-based revenue upon delivery, inspection and acceptance
      by
      our customer.




*Sale
      of Accounts Receivable.* We
      adopted the provisions of Statement of Financial Accounting Standards No. 140,
      “Accounting for Transfers and Servicing of Financial Assets and Extinguishment
      of Liabilities”. Trade accounts receivable sold are removed from the balance
      sheet at the time of sale. We entered into an accounts receivable credit
      facility agreement with Action Capital Corporation (“Action Capital”) of
      Atlanta, Georgia. Under this agreement, Action Capital provides advances of
      up
      to 85% of our accepted accounts receivable that are sold and assigned to Action
      Capital. These accounts receivable are sold with recourse against us.
      Consequently, we have contingent liability for any amounts advanced by Action
      Capital for accounts receivable sold and assigned that are subsequently
      considered uncollectible. The financing facility is secured by liens on our
      accounts receivable and by personal guarantees of our principal shareholders.
      Interest is calculated at prime rate plus 1% on the daily average balance of
      unpaid accounts sold and assigned plus a 0.95% monthly fee of such average
      balance.




**Results
      of Operations.**




The
      following table sets forth the results of operations for the periods presented
      expressed in U.S. dollars and as a percentage of total revenues.





**For
                    the Twelve-MonthPeriod Ended**10/31/2004
              
              **For
                  the
                  Twelve-Month****Period
                  Ended****10/31/2003****$**
              
              
              **%
                  of Rev.**
              
              
              **$**
              
              
              **%
                  of Rev.**Revenue
                  from product sales
              
              $
              $1,352,252
              
              
              16.8
              %
              $
              4,771,162
              
              
              49.0
              %Revenue
                  from service contracts
              
              
              6,683,442
              
              
              83.2
              %
              
              4,963,283
              
              
              51.0
              %Total
                  revenues
              
              
              8,035,694
              
              
              100.0
              %
              
              9,734,445
              
              
              100.0
              %Costs
                  of revenue
              
              
              5,389,635
              
              
              67.1
              %
              
              6,617,377
              
              
              68.0
              %Gross
                  profit
              
              
              2,646,059
              
              
              32.9
              %
              
              3,117,068
              
              
              32.0
              %Operating
                  expenses:Selling,
                  general and administrative
              
              
              3,590,320
              
              
              44.7
              %
              
              2,459,029
              
              
              25.3
              %Interest
                  and bank charges
              
              
              267,737
              
              
              3.3
              %
              
              142,538
              
              
              1.5
              %Depreciation
              
              
              55,545
              
              
              0.7
              %
              
              46,158
              
              
              0.5
              %Total
                  operating expenses
              
              
              3,913,602
              
              
              48.7
              %
              
              2,647,725
              
              
              27.2
              %Net
                  (Loss) Income From Operations
              
              
              (1,267,543
              )
              
              (15.8
              )%
              
              469,343
              
              
              4.8
              %Recapitalization
                  costs
              
              
              (120,454
              )
              
              (1.5
              )%
              
              (453,606
              )
              
              (4.7
              )%Net
                  income (loss) before income taxes
              
              
              (1,387,997
              )
              
              (17.3
              )%
              
              15,737
              
              
              0.1
              %Provision
                  for (benefit from) income taxes
              
              
              152,625
              
              
              1.9
              %
              
              (13,950
              )
              
              (0.1
              )%Net
                  income (loss) after income taxes
              
              $
              (1,235,372
              )
              
              (15.4
              )%
              $
              1,787
              
              
              -
              %





14




**Comparison
      of twelve-month period ended October 31, 2004 to twelve-month period ended
      October 31, 2003.**




*Revenues.* Our
      total revenues for the twelve-month period ended October 31, 2004 were
      $8,035,694, a decrease of 17% or $1,698,751, over the same period last year.
      Our
      revenue from service contracts increased 35% or $1,720,159 from last year,
      while
      our revenue from product sales decreased 72% or $3,418,910 from last year.
      Our
      revenue results for the total year of 2004 reflect our decreased emphasis on
      product sales and our strategy to concentrate primarily on growing our
      network-based service contract revenue base. Our service contracts provide
      multi-year recurring revenues at higher gross profit margins than those realized
      for product sales.




*Gross
      Profit.* Our
      gross profit for the twelve-month period ended October 31, 2004 totaled
      $2,646,059, a decrease of 15% or $471,009 over the same period last year. The
      decrease in our gross profit was driven by lower revenues from our product
      sales, and was offset partially by the increase profit margin on our increased
      service revenues.




*Selling,
      General and Administrative (“SG&A”) Expenses.* Our
      SG&A expenses for the twelve-month period ended October 31, 2004 totaled
      $3,590,320 an increase of 46% or $1,131,291, over the twelve-month period ended
      October 31, 2003. The increase in our G&A was caused primarily by several
      factors: 1. increased compensation and benefits of approximately $536,000 for
      an
      increase of four employees in our sales and business development staff, as
      well
      as an increase in four employees serving a general and administrative function,
      and an increase in employee benefits paid due to an increase in our employee
      health insurance co-pay rates from 20% to 80%; 2. increased cost for accounting,
      tax, legal and other outside professionals of approximately $272,000 associated
      with our increased financial reporting requirements, corporate governance
      compliance, and our acquisition and capital fundraising activities; 3. an
      increase of travel and living of approximately $212,000 associated with
      primarily our sales and marketing programs, 4. an increase in our reserve for
      bad debts totaling $92,000 associated principally with one of our service
      contract customers for $75,000 and other miscellaneous uncollectible accounts
      of
      $17,000, and 5. an increase in our all other general and administrative costs
      of
      approximately $19,000 associated with office related expenses and other
      administrative costs.




*Interest
      and Bank Charges.* Our
      interest and bank charges for the twelve-month period ended October 31, 2004
      totaled $267,737, an increase of 88% or $125,199 over the twelve-month period
      ended October 31, 2003. The increase of $125,199 was caused primarily from
      our
      increased accounts receivable financing costs and interest expense payments
      associated with our notes payable.




*Depreciation
      and Amortization.* Our
      depreciation expense for the twelve-month period ended October 31, 2004 amounted
      to $55,545, an increase of 20% or $9,387 over the same period last year. Our
      depreciation expense increased due to purchases of furniture, computer hardware
      and software, and office equipment to handle our increased employment of
      staff.




*Net
      (Loss) Income from Operations.* We had
      an operating loss of $1,267,543 for the twelve-month period ended October 31,
      2004, as compared with operating income of $469,343 during the same period
      last
      year. Our operating loss of $1,267,543 for the twelve-month period ended October
      31, 2004 represented a decrease in profitability of $1,736,886 from the same
      period last year and was attributable principally to our higher SG&A
      expenses of $1,131,291, our lower gross profit margin of $471,009, our increased
      interest expense and bank charges of $125,199, and our increased depreciation
      expense of $9,387.




*Recapitalization
      Costs.* We
      incurred recapitalization costs of $120,454, or about two percent of our
      revenue, during the twelve-month period ended October 31, 2004. These costs
      were
      associated primarily with legal and other professional services performed to
      effect the stock exchange transaction with the shareholders of MSSI on October
      6, 2003. During the twelve-month period ended October 31, 2003, we incurred
      recapitalization costs of $453,606 or five percent of our revenue, and was
      also
      due to our stock exchange transaction completed with the shareholders of MSSI
      on
      October 6, 2003. A total of $415,000 was paid for management advisory services
      and $38,606 was paid for legal and other professional services.






15






*Provision
      for Income Taxes.* For the
      twelve-month period ended October 31, 2004, we recorded a benefit from income
      taxes of $152,625 as compared with a provision for income taxes of $13,950
      for
      the same period last year.




**Liquidity
      and Capital Resources**




**Analysis
      of the twelve-month period ended October 31, 2004**




Our
      Consolidated Statements of Cash Flows detail the cash flows from operating,
      investing and financing activities. Primary sources of funding for our
      operations and growth have been cash generated from current operations and
      the
      use of accounts receivable financing. As of October 31, 2004, we had cash and
      cash equivalents of $171,972, a decrease of $83,206 for the period. The decrease
      in cash of $83,206 resulted primarily from net cash used in operations of
      $305,878, and was offset partially by net cash provided by financing activities
      of $219,028 and net cash provided by investing activities of
      $3,644.




*Cash
      Flows Used in Operating Activities.* Our net
      cash used in operating activities was $305,878 for the twelve-month period
      ended
      October 31, 2004. The
      decrease was caused primarily by our operating loss for the period of $1,235,372
      and a decrease in our income tax liabilities of $164,427; offset partially
      by decreases in accounts receivable and factor’s holdback accounts
      receivable of $691,867, increases in trade accounts payable and accrued
      liabilities of $286,695 and the increase of cash provided by the net of all
      other operating items of $115,359.




*Cash
      From Investing Activities.* Net cash
      provided by our investing activities for the twelve-month period ended October
      31, 2004 was $3,644 and resulted from the net liquidation of marketable
      securities in the amount of $30,115, offset partially by purchases of new fixed
      assets in the amount of $26,471. We realized a loss in the amount of $6,035
      from
      the liquidation of our marketable securities.




*Cash
      Provided by Financing Activities.* Net cash
      provided in our financing activities for the twelve-month period ended October
      31, 2004 was $219,028 and resulted from borrowings of $200,000 from two minority
      shareholders, and the issuances of promissory notes in the amount of $168,228
      to
      two of our trade suppliers; offset partially by repayments on our note payable
      to another minority shareholder of $149,200.




*Management’s
      Plan to mitigate certain adverse financial conditions* .  As
      described in Note 2. to our financial statements for the twelve-month period
      ended October 31, 2004, our financial condition was adversely affected by three
      key business issues: 1. our SG&A increased by $1,131,291 or 46% for the
      period as we invested in new business development resources and the
      infrastructure necessary to handle the requirements of a publicly-held reporting
      entity; 2. our revenues decreased $1,698,751 or 17% for the period as we were
      unable to offset the decline in our product revenues with new service contract
      revenues; and 3. our interest expenses were up $125,199 or 88% as we increased
      our reliance on expensive accounts receivable factoring as our primary source
      of
      working capital.




As
      a
      result of these adverse impacts, our financial condition at October 31, 2004
      resulted in a net loss from operations, a deficiency in our working capital
      and
      a deficit in our shareholder’s equity.




To
      address our adverse financial condition, we have begun a major restructuring
      of
      our operations which includes the followings key actions:





*1.* *Reductions
        in SG&A* .
        We have
        announced a 25% reduction (7 employees) in our SG&A staff who are not
        directly billable to our service contracts. Following these reductions, our
        non-billable staff will be 21 employees. Additionally, effective March 1,
        2005
        we have put in place a 90-day reduction in salaries of 20% for our remaining
        21
        non-billable staff. Lastly, we have put in place reductions in our recurring
        expenses such as telephone, office supplies, consulting services, travel
        and
        living and other discretionary costs.





*2.* *Payment
        plans for our creditors.* Our
        reductions in SG&A costs are ** anticipated
        to generate positive cash flow of approximately $75,000 per month that will
        be
        used to satisfy payment plans that we have negotiated with our
        creditors.





*3.* *Focus
        on generating new revenues.* We
        have
        put in place a new capture management program for our business development
        staff
        that would facilitate the planning, management and tracking of our sales
        and
        business development processes. We are confident that this process will help
        identify pipeline opportunities for revenue growth that would be in line
        with
        our core capabilities and competencies.





*4.* *Less
        costly working capital financing.* We
        plan
        to identify and secure financing arrangements for our accounts receivable
        and
        general and corporate purposes that are lower in cost and have more attractive
        terms than our current arrangements.





*5.* *Conversion
        of debt to equity.* We plan
        to pursue the conversion to equity of approximately $200,000 in notes payable
        to
        two of our minority shareholders. The Company has the option to convert the
        unpaid principal and interest into shares of the Company’s common
        stock.





*6.* *Acquisition
        of new capital.* We seek
        to raise additional capital through private placements of debt and equity
        financing. We are in discussion with various parties who have expressed an
        interest in providing capital to the company through convertible debt
        financings.






16






We
      currently believe that our financial condition will improve substantially as
      a
      result of implementing these actions. Over the next twelve months, we believe
      that our internally generated cash flow, in combination with our planned actions
      previously mentioned, will be sufficient to meet our anticipated cash
      requirements.




*Credit
      Facilities.* We have
      a $2.0 million accounts receivable financing facility with Action Capital.
      This
      facility was increased by $0.5 million in March 2004 to handle our increased
      accounts receivable financing needs. Under the terms of this facility, we can
      sell up to 85% of the value of accounts receivable in advance of payment from
      the customer. Interest on this facility is calculated at the prevailing bank
      prime rate plus 1.0% on the average daily balance of accounts receivable sold,
      plus 0.95% monthly fee of the said balance. The facility is secured by liens
      on
      our accounts receivable and by personal guarantees of our principals. Accounts
      receivable sold and assigned under this facility amounted to $1,283,666 and
      $1,242,963 as of October 31, 2004 and October 31, 2003,
      respectively.




We
      issued
      a promissory note to a corporation controlled by a minority shareholder for
      receipt of $250,000. The loan proceeds were used for general corporate purposes
      and the loan was restructured such that all remaining accrued and unpaid
      interest and principal was to be paid in full on June 22, 2004. The interest
      rate is 15% per annum, compounded annually. We were unable to fully repay the
      loan on the due date, and the outstanding principal balance on the note was
      $100,800 as of October 31, 2004. We are in discussions with the lender to
      restructure an extension of the maturity date.




On
      December 15, 2003, we signed a $250,000 Convertible Promissory Note payable
      to a
      minority shareholder. The loan proceeds were to be delivered in installments,
      the first of which was received on the same day for $25,000. On April 30, 2004
      we received a second installment in the amount of $65,000. On June 22, 2004,
      we
      received a third installment in the amount of $20,000. The total outstanding
      loan balance as of October 31, 2004 was $110,000. The loan is payable on demand
      anytime after December 30, 2005 (“demand date”). The interest rate is 6 percent
      per annum, compounded annually. The conversion of the unpaid principal and
      interest balance into our common stock shares is exercisable at our option
      at
      any time during the period commencing 30 days prior to the demand date and
      based
      on the closing price of the common stock on the date of conversion.




On
      April
      30, 2004, we signed a $100,000 Convertible Promissory Note payable to a minority
      shareholder. The loan proceeds were to be delivered in installments, the first
      of which was received on the same day for $90,000. The loan is payable on demand
      anytime after December 30, 2005 (“demand date”). The interest rate is 6 percent
      per annum, compounded annually. The conversion of the unpaid principal and
      interest balance into our common stock shares is exercisable at our option
      at
      any time during the period commencing 30 days prior to the demand date and
      based
      on the closing price of the common stock on the date of conversion.






17






On
      March
      1, 2004, we issued a promissory note to one our suppliers in the amount of
      $113,188 to cover our past due accounts payable balance. The note bears no
      interest. As of October 31, 2004, the outstanding balance on this note was
      $63,188. We have presented the lender with a revised payment plan that would
      that fully repay the outstanding balance by February 2006. We are in
      negotiations with the lender to finalize the revised payment plan.




As
      referred to in Note 9 to our consolidated financial statements, on June 1,
      2004,
      we entered into a definitive letter of intent to acquire Voyage Data Corporation
      (“Voyage Data”), a Florida-based systems integrator which specializes in
      wireless security, management, and application development with a focus on
      healthcare. The terms of the transaction involve the acquisition of all of
      the
      outstanding shares of Voyage Data for a value of $2.1 million in a combination
      of stock and debt. Upon completion of the transaction, Voyage Data will become
      a
      wholly-owned subsidiary of IJJ Corporation (“IJJ”). IJJ also owns a Federal
      systems integrator, Management Solutions and Systems, and will use the
      acquisition to expand its current systems management and development practice
      to
      include the fast growing wireless sector and to expand into the commercial
      healthcare marketplace. On October 18, 2004, the company’s Board of Directors
      approved a resolution calling for a delay in making a decision as to proceed
      or
      not to proceed with the transaction to allow more time to complete its due
      diligence process and to seek terms and conditions in the deal that would be
      more favorable to the company. The company would resume consideration of the
      transaction after March 31, 2005.




On
      August
      31, 2004, we entered into a settlement agreement regarding a past due accounts
      payable balance with another of our trade suppliers, whereby we issued a
      promissory note requiring payments totaling $152,040. The note is unsecured,
      had
      no interest rate and was to become fully due on December 15, 2004. On January
      31, 2005 we restructured the note with our creditor to provide a payment plan
      more in line with our ability to make timely payments. As of February 11, 2005,
      we agreed to make interest payments at the rate of 18 percent, per annum. The
      outstanding principal and interest balance is $117,770 and the entire
      outstanding balance is scheduled to be repaid on or before December 31,
      2005.




***Subsequent
      Events*** **.**




On
      November 24, 2004, we issued a promissory note to one our trade suppliers in
      the
      amount of $64,136 to cover our past due accounts payable balance. The note
      bears
      interest at the rate of seven percent per annum and calls for payments beginning
      December 30, 2004 and ending November 30, 2008.




On
      December 15, 2004, we issued a promissory note to one our trade suppliers in
      the
      amount of $11,310 to cover our past due accounts payable balance. The note
      bears
      interest at the rate of fifteen percent, per annum, and calls for payments
      beginning January 1, 2005 and ending August 1, 2005.




On
      December 28, 2004, we issued a promissory note to one our trade suppliers in
      the
      amount of $91,247 to cover our past due accounts payable balance. The note
      bears
      interest at the rate of eighteen percent, per annum, and calls for payments
      beginning January 18, 2005 and ending September 18, 2005.




On
      January 27, 2005, we issued a promissory note to one our professional services
      suppliers in the amount of $123,855 to cover our past due accounts payable
      balance. The note bears no interest and calls for payments beginning February
      28, 2005 and ending December 31, 2006.




*Other.* The
      following table summarizes our contractual cash obligations at October 31,
      2004
      and the effect these obligations are expected to have on our liquidity and
      cash
      flow in future periods:




**Payments
                Due by Period (in
                dollars)****Contractual
                Cash**
              **Obligations**
            
            **Total**
            
            **Less
                than**
              **1
                Year**
            
            **1-3
                Years**
            
            **4-5
                Years**
            
            **After**
              **5
                Years****Short-term
                debt**
            
            $
            363,835
            
            $
            163,835
            
            $
            200,000
            
            $
            0
            
            $
            0**Operating
                Leases**
            
            
            163,800
            
            
            42,600
            
            
            121,200
            
            $
            0
            
            $
            0**Total
                Contractual Cash**
              **Obligations**
            
            $
            527,635
            
            $
            206,435
            
            $
            321,200
            
            $
            0
            
            $
            0




18






**Use
      of Estimates and Certain Significant Estimates**




The
      preparation of financial statements in conformity with generally accepted
      accounting principles for 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 and the reported amounts of revenues and expenses
      during the reporting period. Actual results could differ from those
      estimates.




**Forward
      Looking Statements**




Some
      of
      the statements under “Business and Industry Overview”, “Our Growth Strategy” and
      elsewhere in this Annual Report on Form 10-KSB constitute forward-looking
      statements. These statements involve known and unknown risks, uncertainties
      and
      other factors that may cause actual results, levels of activity, performance
      or
      achievements to be materially different from any future results, levels of
      activity, performance, or achievements expressed or implied by such
      forward-looking statements.




Such
      factors include, among other things, those described in this Annual Report
      on
      Form 10-KSB. In some cases, you can identify forward-looking statements by
      terminology such as
“may,”“will,”“should,”“could,”“expects,”“plans,”“intends,”“anticipates,”“believes,”“estimates,”“predicts,”“potential”
      or “continue” or the negative of such terms or other comparable terminology.
      Although we believe that the expectations reflected in the forward-looking
      statements are reasonable, we cannot guarantee future results, levels of
      activity, performance, or achievements. Moreover, neither any other person
      nor
      we assumes responsibility for the accuracy and completeness of such statements.
      We are under no duty to update any of the forward-looking statements after
      the
      date of this Annual Report on Form 10-KSB.






**ITEM
      7. FINANCIAL STATEMENTS** ****




Reference
      is made to page F-1 herein for the Index to the Consolidated Financial
      Statements.




**ITEM
      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE**




There
      were no reportable matters, as defined in Item 304(a) (1)(iv) of Regulation
      S-B,
      during the twelve month period ended October 31, 2004






**ITEM
      8A. CONTROLS AND PROCEDURES**




Evaluation
        of Disclosure Controls and Procedures: We maintain disclosure controls and
        procedures that are designed to ensure that information required to be disclosed
        in our Exchange Act reports is recorded, processed, summarized and reported
        within time periods specified in the SEC’s rules and forms, and that such
        information is accumulated and communicated to our management, including
        our
        Chief Executive Officer and Chief Financial Officer, as appropriate, to allow
        timely decisions regarding required disclosure. Our management with the participation
        of our Chief Executive Officer and Chief Financial Officer has evaluated
        the effectiveness of our disclosure controls and procedures (as such term
        is
        defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
        of
        1934, as amended (the “Exchange Act”) pursuant to Rule 13a-15b under the
        Exchange Act as of the end of the period covered by this Annual Report on
        Form
        10-K. Based on this evaluation, our Chief Executive Officer and Chief Financial
        Officer have concluded that as of such date, our disclosure controls and
        procedures are effective to provide reasonable assurance that information
        required to be disclosed by us in reports that we file or submit under the
        Exchange Act is recorded, processed, summarized and reported within the time
        periods specified in applicable SEC rules and forms.
  Changes
        in Internal Control over Financial Reporting: There was no change in our
        internal control over financial reporting (as defined in Rules 13a-15(f)
        and
        15d-15(f) under the Exchange Act) that occurred during the period covered
        by
        this Annual Report on Form 10-K that has materially  affected,
        or is reasonably likely to materially affect our internal control over financial
        reporting .




19




**PART
      III**




**ITEM
      9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT**




The
      information called for by Item 9 with respect to identification of our directors
      will be included under the captions “Proposal 3: Election of Directors” and
“Section 16(a) Beneficial Ownership Reporting Compliance” in the proxy statement
      for our 2005 Annual Meeting of Stockholders which is expected to be filed with
      the Securities and Exchange Commission on
      or
      about March 1, 2005 (the “2004 Proxy Statement”).




**ITEM
      10. EXECUTIVE COMPENSATION**




The
      information called for by Item 10 with respect to management remuneration and
      transactions is incorporated herein by reference to the material under the
      caption “Executive Officers and Compensation” in the 2005 Proxy
      Statement.




**ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT**




The
      information called for by Item 11 with respect to security ownership of certain
      beneficial owners and management is incorporated herein by reference to the
      material under the caption “Security Ownership of Certain Beneficial Owners and
      Management” in our 2005 Proxy Statement.




**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**




The
      information called for by Item 12 with respect to transactions between us and
      certain related entities is incorporated herein by reference to the material
      under the caption “Certain Relationships and Related Transactions” in our 2004
      Proxy Statement.




**ITEM
      13. EXHIBITS AND REPORTS ON FORM 8-K**




**Statements
      filed as part of this Report:**




1.
      Consolidated Financial Statements




See
      the
      Consolidated Financial Statements that follow the signature pages to this Annual
      Report.




**Exhibits**




The
      following documents are filed as exhibits herewith, unless otherwise specified,
      and are incorporated herein by this reference:




**Exhibit**
              **Number**
            
            **Description
                of Exhibit**2.1#
            
            Securities
                Exchange Agreement dated October 6, 2003, by and among Sun & Surf,
                Inc., Jeffrey R. Esposito, Management Solutions & Systems, Inc. and
                the shareholders of Management Solutions & Systems,
                Inc.3.1*
            
            Articles
                of Incorporation of Sun & Surf, Inc.3.2*
            
            Bylaws
                of Sun & Surf, Inc.10.1#
            
            Promissory
                Note dated September 10, 2003, issued by Management Solutions &
                Systems, Inc. in favor of Tazbaz Holdings Limited for the sum of
                $250,00010.2#
            
            Financing
                and Security Agreement by and between Management Solutions & Systems,
                Inc. and Action Capital Corporation, dated June 14,
                200110.3#
            
            Agreement
                by and between Management Solutions & Systems, Inc. and Department of
                Housing and Urban Development, Office of Public and Indian Housing,
                dated
                July 1, 200210.4#
            
            Modification
                of Contract by and between Management Solutions & Systems, Inc. and
                Department of Housing and Urban Development, dated July 1,
                200310.5#
            
            Modification
                of Cost Proposal by and between Management Solutions & Systems, Inc.
                and Department of Housing and Urban Development, dated August 25,
                200310.6#
            
            Order
                for Supplies and Services by and between Management Solutions &
                Systems, Inc. and GSA Region 6, dated September 30,
                200210.7#
            
            Modification
                of Contract by and between Management Solutions & Systems, Inc. and
                GSA Region 6, dated November 20, 200210.8#
            
            Modification
                of Contract by and between Management Solutions & Systems, Inc. and
                GSA Region 6, dated April 28, 200310.9#
            
            Modification
                of Contract by and between Management Solutions & Systems, Inc. and
                GSA Region 6, dated April 29, 200310.10#
            
            Order
                Modification by and between Management Solutions & Systems, Inc. and
                GSA Region 6, dated September 12, 200310.11#
            
            Order
                Modification by and between Management Solutions & Systems, Inc. and
                GSA Region 6, dated September 23, 200310.12#
            
            Order
                Modification by and between Management Solutions & Systems, Inc. and
                GSA Region 6, dated October 17, 200316.1#
            
            Letter
                of Stewart H. Benjamin, CPA, P.C., dated October 21,
                200321.1+
            
            Subsidiaries
                of the registrant.31.1+
            
            Statement
                of Chief Executive Officer Furnished Pursuant To Section 302 Of The
                Sarbanes-Oxley Act Of 200231.2+
            
            Statement
                of Chief Financial Officer Furnished Pursuant To Section 302 Of The
                Sarbanes-Oxley Act Of 200232.1+
            
            Statement
                of Chief Executive Officer Furnished Pursuant To Section 906 Of The
                Sarbanes-Oxley Act Of 200232.2+
            
            Statement
                of Chief Financial Officer Furnished Pursuant To Section 906 Of The
                Sarbanes-Oxley Act Of 2002


________________




**+** Previously filed as an exhibit to Form 10-KSB as filed with the Commission
      on
      February 9, 2004, and incorporated herein by reference.




***** Previously filed as an exhibit to Form 10-KSB as filed with the Commission
      on
      January 21, 2003, and incorporated herein by reference.




**#** Previously filed as an exhibit to the Company’s Current Report on Form 8-K as
      filed with the Commission on October 21, 2003, and is incorporated herein by
      reference.






20




**Reports
      on Form 8-K**




The
      Company filed a Current Report on Form 8-K with the SEC on February 17, 2005
      reporting, (i) the Change in Management of the Company; (ii) Termination of
      Material Contracts; (iii) Award if Definitive Material Contract; and, (iv)
      Financial Statements, and Exhibits filed as part of the Current
      Report.




The
      Company filed a
      Current
      Report on Form 8-K with the SEC o n
      September 28, 2004 reporting the Company received notification from the General
      Service Administration’s FTS
      Kansas City procurement and contract office that two
      existing awarded contracts for which its operating division, MSSI, currently
      provides service at Walter Reed Army Medical Command will
      terminate effective March 31 and June 30, 2005.




The
      Company filed a Current Report on Form 8-K with the SEC on June 4, 2004
      reporting the Company had entered into a definitive letter of intent to acquire
      Voyage Data Corporation (“Voyage Data”), a Florida based systems integrator
      which specializes in wireless security, management, and application development
      with a focus on healthcare. IJJ will acquire all of the outstanding shares
      of
      Voyage Data for a value of $2.1 million, which is a combination of stock and
      debt.




There
      were no other reports on Form 8-K filed with the SEC during the last quarter
      of
      fiscal year ended October 31, 2004.




**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**




The
      information called for by Item 14 with respect to principal accountant fees
      and
      services is incorporated herein by reference to the material under the caption
      “Relationship with Independent Auditors” in our 2004 Proxy
      Statement.





21





**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.




Sun
                & Surf, Inc.**Dated:**September
              21, 2005
            By:
            /s/ 
              Clifford
              PopeClifford PopePresident






Pursuant
      to the requirements of the Securities Exchange Act 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.




**Dated:******September
              21, 2005
            By:
            /s/ 
              Clifford
              PopeClifford PopePresidentDirector




**Dated:******September
              21, 2005
            By:
            /s/ 
              Larry L.
              BrooksLarry L. BrooksVice
              PresidentDirector




**Dated:******September
              21, 2005
            By:
            /s/ 
              Larry
              SwintonLarry SwintonDirector





22





IJJ
      CORPORATION


(Formerly
        Sun & Surf, Inc.)
 
 CONSOLIDATED
        FINANCIAL STATEMENTS TOGETHER
        WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OCTOBER
        31, 2004 AND 2003
  **TABLE
          OF CONTENTS**
 
 Report
                    of Independent Registered Public Accounting Firm
                1Consolidated
                    Balance Sheets as of October 31, 2004 and 2003
                2-3Consolidated
                    Statements of Operations for the Years ended October 31, 2004
                    and
                    2003
                4Consolidated
                    Statements of Changes in Stockholders' Deficiency for the Years
                    ended
                    October 31, 2004 and 2003
                5Consolidated
                    Statements of Cash Flows for the Years ended October 31, 2004
                    and
                    2003
                6Notes
                    to Consolidated Financial Statements
                7-18





**Schwartz
        Levitsky Feldman llp**
 CHARTERED
        ACCOUNTANTS
 TORONTO,
        MONTREAL, OTTAWA


REPORT
        OF
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To
        the
        Board of Directors and Stockholders of
 IJJ
        Corporation
  We
        have
        audited the accompanying consolidated balance sheets of IJJ Corporation as
        at
        October 31, 2004 and 2003 and the related consolidated statements of operations,
        cash flows and changes in stockholders’ equity for the years then ended. These
        consolidated financial statements are the responsibility of the management
        of
        IJJ Corporation. Our responsibility is to express an opinion on these
        consolidated 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
        consolidated financial statements are free of material misstatement. An audit
        includes examining, on a test basis, evidence supporting the amounts and
        disclosures in the consolidated 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 provides a reasonable basis for our
        opinion.
  In
        our
        opinion, these consolidated financial statements referred to above present
        fairly, in all material respects, the financial position of IJJ Corporation
        as
        of October 31, 2004 and 2003 and the results of its operations and its cash
        flows for the years then ended in conformity with generally accepted accounting
        principles in the United States of America.
  The
        accompanying consolidated financial statements have been prepared assuming
        that
        the Company will continue as a going concern. As discussed in Note 4(a) to
        the
        consolidated financial statements, the Company has suffered significant losses
        from operations and has recurring negative working capital that raise
        substantial doubt about its ability to continue as a going concern. Management's
        plans in regard to these matters are described in Note 2(b). The consolidated
        financial statements do not include any adjustments that might result from
        the
        outcome of this uncertainty. Should the company be unable to continue as
        a going concern,
        certain assets and liabilities will have to be adjusted to their liquidated
        values.
  Toronto, Ontario,
                  Canada
                
                
                “SCHWARTZ LEVITSKY FELDMAN
                  LLP”December
                  10, 2004, except for note 12which
                  is as of January 27, 2005
                
                Chartered Accountants


F-1
 **IJJ
          CORPORATION**
 **(Formerly
          Sun & Surf, Inc.)**
 
 **Consolidated
          Balance Sheets**
 **(Amounts
          expressed in US Dollars)**






At
                October
                  31,2004
              
              At
                October
                  31,2003CURRENT
                  ASSETSCash
                  and cash equivalent
              
              $
              171,972
              
              $
              255,178Investments
              
              
              3,098
              
              
              39,248Accounts
                  receivable net of allowance for doubtful accounts (note 5)
              
              
              11,338
              
              
              605,255Factor's
                  holdback receivable (note 5)
              
              
              3,956
              
              
              101,906Prepaid
                  expenses
              
              
              16,750
              
              
              -0-Deferred
                  income tax assets net of valuation allowances
              
              
              -0-
              
              
              1,976TOTAL
                  CURRENT ASSETS
              
              
              207,114
              
              
              1,003,563PROPERTY
                  AND EQUIPMENTFurniture
                  and fixtures
              
              
              66,152
              
              
              62,603Equipment
              
              
              187,218
              
              
              182,557Software
              
              
              14,261
              
              
              -0-Leasehold
                  improvements
              
              
              45,638
              
              
              41,638Accumulated
                  depreciation
              
              
              (137,461
              )
              
              (81,917
              )NET
                  PROPERTY AND EQUIPMENT
              
              
              175,808
              
              
              204,881OTHER
                  ASSETSSecurity
                  deposit
              
              
              9,500
              
              
              9,500Deferred
                  income tax assets - long term (note 6)
              
              
              -0-
              
              
              17,605TOTAL
                  OTHER ASSETS
              
              
              9,500
              
              
              27,105TOTAL
                  ASSETS
              
              $
              392,422
              
              $
              1,235,549


The
        accompanying notes are an integral part of these consolidated
        financial statements.


F-2




IJJ
      CORPORATION


(Formerly
        Sun & Surf, Inc.)
 
 Consolidated
        Balance Sheets
 (Amounts
        expressed in US Dollars)
 AtOctober
                      31, 2004
                  
                  
                  AtOctober
                      31, 2003LIABILITIESCURRENT
                      LIABILITIESAccounts
                      payable-trade
                  
                  $
                  698,920
                  
                  $
                  558,186Accrued
                      liabilities
                  
                  
                  505,419
                  
                  
                  359,458Income
                      tax liabilities
                  
                  
                  24,728
                  
                  
                  197,936Notes
                      payable-current
                  
                  
                  269,028
                  
                  
                  250,000Deferred
                      revenues
                  
                  
                  59,730
                  
                  
                  -0-TOTAL
                      CURRENT LIABILITIES
                  
                  
                  1,557,825
                  
                  
                  1,365,580NOTES
                      PAYABLE - LONG TERM (note 7)
                  
                  
                  200,000
                  
                  
                  -0-TOTAL
                      LIABILITIES
                  
                  
                  1,757,825
                  
                  
                  1,365,580SHAREHOLDERS'
                      DEFICIENCYCommon
                      stock, $0.001 par value, 100,000,000 shares authorized, 21,530,000
                      shares issued and outstanding
                  
                  
                  21,530
                  
                  
                  21,530Preferred
                      stock, $0.001 par value, 10,000,000 shares authorized, no shares
                      issued and outstanding
                  
                  
                  -0-
                  
                  
                  -0-Discount
                      on common stock
                  
                  
                  (18,830
                  )
                  
                  (18,830
                  )Accumulated
                      deficit
                  
                  
                  (1,368,103
                  )
                  
                  (132,731
                  )TOTAL
                      SHAREHOLDERS' DEFICIT
                  
                  
                  (1,365,403
                  )
                  
                  (130,031
                  )TOTAL
                      LIABILITIES AND SHAREHOLDERS' DEFICIT
                  
                  $
                  392,422
                  
                  $
                  1,235,549
    The
          accompanying notes are an integral part of these consolidated
          financial statements.


F-3




IJJ
        CORPORATION
 (Formerly
          Sun & Surf, Inc.)
 
 Consolidated
          Statements of Operations
 (Amounts
          expressed in US Dollars)


YEAR
                  ENDED
                OCTOBER
                  31, 2004
              
              YEAR
                  ENDED
                OCTOBER
                  31, 2003REVENUESales
              
              $
              1,352,252
              
              $
              4,771,162Services
              
              
              6,683,442
              
              
              4,963,283TOTAL
                  REVENUE
              
              
              8,035,694
              
              
              9,734,445COSTS
                  OF REVENUE
              
              
              5,389,635
              
              
              6,617,377GROSS
                  PROFIT
              
              
              2,646,059
              
              
              3,117,068OPERATING
                  EXPENSESSelling,
                  general and administrative
              
              
              3,590,320
              
              
              2,459,029Interest
                  and finance charges
              
              
              267,737
              
              
              142,538Depreciation
              
              
              55,545
              
              
              46,158TOTAL
                  OPERATING EXPENSES
              
              
              3,913,602
              
              
              2,647,725NET
                  (LOSS) INCOME FROM OPERATIONS
              
              
              (1,267,543
              )
              
              469,343OTHER
                  EXPENSERecapitalization
                  Costs (Note 1)
              
              
              (120,454
              )
              
              (453,606
              )TOTAL
                  OTHER EXPENSE
              
              
              (120,454
              )
              
              (453,606
              )NET
                  (LOSS) INCOME BEFORE INCOME TAXES
              
              
              (1,387,997
              )
              
              15,737Income
                  taxes recovery (provision)
              
              
              152,625
              
              
              (13,950
              )NET
                  (LOSS) INCOME AFTER INCOME TAXES
              
              $
              (1,235,372
              )
              $
              1,787WEIGHTED-AVERAGE
                  COMMON SHARES OUTSTANDING
              
              
              21,530,000
              
              
              15,887,228(LOSS)
                  EARNING PER SHARE
              
              $
              (0.06
              )
              $
              0.00




The
        accompanying notes are an integral part of these consolidated
        financial statements.




F-4




IJJ
        CORPORATION
 (Formerly
          Sun & Surf, Inc.)
 
 Consolidated
          Statements of Changes in Shareholders' Deficiency
 (Amounts
          expressed in US Dollars)
 YEAR
                      ENDED
                    OCTOBER
                      31, 2004
                  
                  YEAR
                      ENDED
                    OCTOBER
                      31, 2003COMMON
                      STOCKOUTSTANDING
                      SHARES NUMBERBeginning
                      outstanding shares number
                  
                  
                  21,530,000
                  
                  
                  1,000Recapitalization
                      pursuant to reverse acquisition
                  
                  
                  
                  
                  
                  21,529,000Ending
                      outstanding shares number
                  
                  
                  21,530,000
                  
                  
                  21,530,000OUTSTANDING
                      SHARES VALUE, par $0.001Beginning
                      outstanding shares balance
                  
                  $
                  21,530
                  
                  $
                  1,000Recapitalization
                      pursuant to reverse acquisition
                  
                  
                  
                  
                  
                  20,530Ending
                      outstanding shares balance
                  
                  
                  21,530
                  
                  
                  21,530PAID-IN
                      CAPITAL (DISCOUNT)Beginning
                      paid-in capital (discount) balance
                  
                  $
                  (18,830
                  )
                  $
                  1,700Recapitalization
                      pursuant to reverse acquisition
                  
                  
                  
                  
                  
                  (20,530
                  )Ending
                      paid-in capital (discount) balance
                  
                  $
                  (18,830
                  )
                  $
                  (18,830
                  )ACCUMULATED
                      DEFICITBeginning
                      balance
                  
                  
                  (132,731
                  )
                  
                  (134,518
                  )Net
                      (loss) income
                  
                  
                  (1,235,372
                  )
                  
                  1,787Ending
                      balance
                  
                  
                  (1,368,103
                  )
                  
                  (132,731
                  )TOTAL
                      SHAREHOLDERS' DEFICIT
                  
                  $
                  (1,365,403
                  )
                  $
                  (130,031
                  )


The
          accompanying notes are an integral part of these consolidated
          financial statements.
  F-5




IJJ
          CORPORATION
 (Formerly
            Sun & Surf, Inc.)
 
 Consolidated
            Statements of Cash Flows
 (Amounts
            expressed in US Dollars)
 YEAR
                  ENDED
                OCTOBER
                  31, 2004
              
              YEAR
                  ENDED
                OCTOBER
                  31, 2003CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  (loss) income
              
              $
              (1,235,372
              )
              $
              1,787Adjustments
                  to reconcile net (loss) to net cash (used) by operating
                  activities:Depreciation
              
              
              55,545
              
              
              46,158Loss
                  on sales of marketable securities
              
              
              6,035
              
              
              —Decrease
                  in accounts receivable - trade
              
              
              593,917
              
              
              49,279Decrease
                  (Increase) in factor's holdback receivable
              
              
              97,950
              
              
              (22,658
              )(Increase)
                  in prepaid expenses
              
              
              (16,751
              )
              
              —Decrease
                  (Increase) in net deferred income tax assets
              
              
              19,581
              
              
              (19,581
              )Increase
                  (Decrease) in accounts payable - trade
              
              
              140,734
              
              
              (377,889
              )Increase
                  in accrued liabilities
              
              
              145,961
              
              
              172,419(Decrease)
                  (Increase) in income tax liabilities
              
              
              (173,208
              )
              
              30,495Increase
                  in deferred revenue
              
              
              59,730
              
              
              —Net
                  cash used by operating activities
              
              
              (305,878
              )
              
              (119,990
              )CASH
                  FLOWS FROM INVESTING ACTIVITIESProceeds
                  on sale of marketable securities
              
              
              39,362
              
              
              —Purchase
                  of marketable securities
              
              
              (9,247
              )
              
              (988
              )Purchases
                  of property and equipment
              
              
              (26,471
              )
              
              (45,186
              )Net
                  cash provided by investing activities
              
              
              3,644
              
              
              (46,174
              )CASH
                  FLOWS FROM FINANCING ACTIVITIESProceeds
                  from notes payable
              
              
              465,228
              
              
              250,000Repayments
                  of notes payable
              
              
              (246,200
              )Net
                  cash provided by financing activities
              
              
              219,028
              
              
              250,000NET
                  DECREASE IN CASH
              
              
              (83,206
              )
              
              83,836BEGINNING
                  CASH - 10/31/2003
              
              
              255,178
              
              
              171,342ENDING
                  CASH - 10/31/2004
              
              $
              171,972
              
              $
              255,178Income
                  taxes paid
              
              
              —
              
              
              —Interest
                  paid
              
              $
              222,870
              
              $
              133,376


The
            accompanying notes are an integral part of these consolidated
            financial statements.




F-6






**(Formerly
      Sun & Surf Inc.)**


**Notes
      to Consolidated Financial Statements**




**October
      31, 2004 and 2003**




**(Amounts
      expressed in US Dollars)**




1.
            NATURE
                OF BUSINESS AND BASIS OF PRESENTATIONA)
            Nature
                of Business




Sun
&
      Surf Inc. (“SSI”), a public corporation, was incorporated in the State of New
      York on November 30, 2000.




At
      the
      Annual Meeting of Shareholders held on February 17, 2004, SSI’s shareholders
      approved the change of company name to IJJ Corporation (“IJJ”) and the
      reincorporation of the company in the State of Delaware. IJJ was incorporated
      in
      the State of Delaware on December 17, 2003 with the intention of reincorporating
      SSI from the State of New York to the State of Delaware. The reincorporation
      is
      effected pursuant to an Agreement and Plan of Merger (the “Merger Agreement”)
      entered into by the company and IJJ on December 18, 2003. The merger took effect
      upon the acceptance of the Certificate of Merger by the Secretary of State
      of
      both the states of New York and Delaware on February 18, 2004 and February
      17,
      2004, respectively. In accordance with the Merger Agreement, SSI merged with
      and
      into IJJ and the latter became the surviving entity resulting in the change
      of
      name from Sun & Surf Inc. to IJJ Corporation.




Upon
      completion of the reincorporation, each of the company’s shareholders as of the
      record date of December 19, 2003 received one share of IJJ common stock for
      each
      issued and outstanding  share
      of
      SSI’s common stock. Each share of IJJ common stock owned by SSI was cancelled.




Each
      share of SSI common stock issued and outstanding immediately prior to the merger
      was cancelled without any merger consideration. All liabilities and obligations
      of SSI that were not discharged became the liabilities and obligations of
      IJJ.




As
      a
      result of the reincorporation, SSI ceased its corporate existence in the State
      of New York.




Management
      Solutions & Systems Incorporated (“MSSI”) is an information technology
      consulting firm incorporated in the State of Maryland in 1997. Its principal
      activities are the sale of computer products, design and development of computer
      systems, and systems technical support.




On
      October 6, 2003, SSI entered into a Securities Exchange Agreement with MSSI.
      In
      exchange for the acquisition of the 100% interest in MSSI, the shareholders
      of
      MSSI were issued a total of 15,000,000 common shares of SSI. Following the
      share
      exchange, the former shareholders of MSSI hold 69.67% of the 21,530,000 shares
      of common stock of SSI. Consequently, even though SSI is the legal acquirer,
      this transaction was treated as an acquisition of SSI by MSSI.




There
      were no preferred shares, warrants or options as of acquisition
      date.




After
      the
      Securities Exchange Agreement was effected, SSI ceased its prior business
      operations and only carries on the business of MSSI.




For
      accounting purposes, the acquisition has been treated as a recapitalization
      of
      SSI with MSSI as the acquirer. No goodwill or other intangibles were recognized
      in connection with the acquisition.




Transaction
      costs of $453,606 consisting of legal and management consultancy fees were
      incurred as of October 31, 2003 relating to the reverse acquisition. During
      the
      twelve-month period ended October 31, 2004, we incurred additional
      recapitalization costs of $120,454.




The
      consolidated financial statements as of October 31, 2004 and October 31, 2003
      include the accounts of IJJ (formerly SSI and only from the date of the reverse
      merger) and MSSI.






F-7







**IJJ
      CORPORATION**


**(Formerly
      Sun & Surf Inc.)**


**Notes
      to Consolidated Financial Statements**




**October
      31, 2004 and 2003**




**(Amounts
      expressed in US Dollars)**




1.
            NATURE
                OF BUSINESS AND BASIS OF PRESENTATION (cont’d)B)
            Basis
                of Presentation2.
            GOING
                CONCERN ISSUES AND MANAGEMENT’S PLANS TO MITIGATEA)
            Going
                Concern Issues




Certain
      principal conditions and events are prevalent which indicate that there could
      be
      substantial doubt about the company’s ability to continue as a going concern for
      a reasonable period of time. The Company’s financial condition for the
      twelve-month period ended was adversely affected by three key factors: 1. its
      selling, general and administrative expenses (“SG&A) increased by $1,131,291
      or 46% for the period as the Company invested in new business development
      resources and the infrastructure necessary to handle the requirements of a
      publicly-held reporting entity; 2. its revenues decreased $1,698,751 or 17%
      for
      the period as the Company was unable to offset the decline in its product
      revenues with new service contract revenues; and 3. interest and finance
      expenses were up $125,199 or 88% as the Company increased its reliance on
      expensive accounts receivable factoring as its primary source of working
      capital. As a result of these adverse impacts, the Company’s operations resulted
      in a net loss, a deficiency in its working capital and a deficit in its
      shareholders’ equity.




In
      the
      current year, the Company recognized a deferred tax asset in the amount of
      $456,592 for future income tax reductions resulting from current operating
      losses available as carry-forwards to reduce future taxable income. However,
      a
      valuation allowance of $476,173, reducing the expected benefit to $-0-, was
      taken in this period because of uncertainty, resulting from the going concern
      issues, that all or some portion of the deferred asset will be realized by
      reduction of taxes payable on taxable income during the carry-forward
      period.





B)
            Management’s
                Plan to Mitigate





To
      address its adverse financial condition, the Company has begun a major
      restructuring of operations which includes the followings actions: 1. decreasing
      its SG&A through staff reductions, temporary salary cuts and reductions in
      discretionary overhead costs; 2. putting in place payment plans with its
      creditors to ensure timely payment of monthly obligations; 3. increasing its
      emphasis on generating new revenues through a new capture management program;
      4.
      seeking less costly financing for its working capital; 5. converting two notes
      payable to equity held by two of its minority shareholders; and 6. acquiring
      new
      capital through debt and equity financings. The Company believes that its
      financial condition will improve substantially as a result of implementing
      these
      actions. Over the next twelve months, the Company believes that its internally
      generated cash flow, in combination with said planned actions, will be
      sufficient to meet its anticipated cash requirements and return the Company
      to
      profitability. A successful turn-around leading to profits would allow for
      realization of tax savings from carry-forward of net operating losses since
      the
      Company’s deferred tax benefits do not expire until 2024, a period of twenty
      years.





3.
            INTENT
                TO ACQUIRE VOYAGE DATA CORPORATION





On
      June
      17, 2004, the company’s Board of Directors approved the issuance of a definitive
      letter of intent (“LOI”) to acquire Voyage Data Corporation ("Voyage Data"), a
      Florida based systems integrator which specializes in wireless security,
      management, and application development with a focus on healthcare. The company
      would acquire all of the outstanding shares of Voyage Data for a value of
      $2,000,000, which consideration shall be a combination of 2,175,000 of
      the company's common stock and a $1,000,000 promissory note secured by the
      assets of Voyage Data. The note would be payable in 20 quarterly installments
      of
      $50,000. Upon completion of the transaction, Voyage Data would become a
      wholly-owned subsidiary of the company. The company would use the acquisition
      to
      expand its current systems management and application development practice
      to
      include the fast growing wireless sector and to expand into the commercial
      healthcare marketplace to complement the company's Federal systems integration
      activities. As part of the purchase, the company will acquire intellectual
      property, client reference account, exclusivity, and strategic alliances from
      Voyage Data.


F-8






**IJJ
      CORPORATION**


**(Formerly
      Sun & Surf Inc.)**


**Notes
      to Consolidated Financial Statements**




**October
      31, 2004 and 2003**




**(Amounts
      expressed in US Dollars)**




On
      October 18, 2004, the company’s Board of Directors approved a resolution calling
      for a delay in making a decision as to proceed or not to proceed with the
      transaction to allow more time to complete its due diligence process and to
      seek
      terms and conditions in the deal that would be more favorable to the company.
      The company would resume consideration of the transaction after March 31,
      2005.




The
      costs
      related to the acquisition that were incurred during the twelve-month period
      ended October 31, 2004 totaled $106,490, and were comprised of a good faith
      deposit of $50,000, legal fees of approximately $40,000 and miscellaneous
      expenses of $16,490.





4.
              SUMMARY
                  OF SIGNIFICANT ACCOUNTING
                  POLICIES





*A)*
            *GOING
                CONCERN*


**


These
      consolidated financial statements have been prepared on the going concern basis,
      which assumes the realization of assets and liquidation of liabilities and
      commitments in the normal course of business. The application of the going
      concern concept is dependent on the Company's ability to generate sufficient
      working capital from operations and external investors. These consolidated
      financial statements do not give effect to any adjustments should the Company
      be
      unable to continue as a going concern and, therefore, be required to realize
      its
      assets and discharge its liabilities in other than the normal course of business
      and at amounts differing from those reflected in the consolidated financial
      statements. Management plans to obtain sufficient working capital from
      operations and external financing to meet the Company's liabilities and
      commitments as they become payable over the next twelve months. There can be
      no
      assurance that management's
      plans will be successful. Failure to obtain sufficient working capital from
      operations and external financing will cause the Company to curtail operations.
      These consolidated financial statements do not include any adjustments that
      might result from the outcome of this uncertainty.




*B)*
            *CASH
                AND CASH EQUIVALENTS*


Cash
      and
      cash equivalents include cash on hand, amounts from and to banks, and any other
      highly liquid investments purchased with a maturity of three months or less.
      The
      carrying amount approximates fair value because of the short maturity of those
      instruments.




*C)*
            *MARKETABLE
                AND OTHER SECURITIES*





F-9






**IJJ
      CORPORATION**


**(Formerly
      Sun & Surf Inc.)**


**Notes
      to Consolidated Financial Statements**




**October
      31, 2004 and 2003**




**(Amounts
      expressed in US Dollars)**





4.
              SUMMARY
                  OF SIGNIFICANT ACCOUNTING POLICIES
                  (cont’d)





Marketable
      securities consist principally of investments in shares of publicly traded
      corporations and mutual funds. At October 31, 2004 and 2003, all of the
      company’s investment in marketable securities were classified as
      available-for-sale and were carried at fair market value, which approximated
      cost. Fair market value is based on quoted market prices on the last day of
      the
      year. The cost of the security is based upon the specific identification
      method.






*D)*
            *SALE
                OF ACCOUNTS RECEIVABLE*




The
      company adopted the provisions of Statement of Financial Accounting Standards
      No. 140 “Accounting for Transfers and Servicing of Financial Assets and
      Extinguishment of Liabilities”. Trade accounts receivable sold are removed from
      the balance sheet at the time of sale.




*E)*
            *PROPERTY
                AND EQUIPMENT*




Property
      and equipment are recorded at cost and are depreciated over their estimated
      useful lives at the under-noted rates and methods:




Furniture
                  and fixtures
              7
                  years
              Straight-lineEquipment
              5
                  years
              Straight-lineSoftware
              5
                  years
              Straight
                  lineLeasehold
                  improvements
              5
                  years
              Straight-line


Depreciation
      for assets acquired during the year is recorded at one-half of the indicated
      rates, which approximates when they were put into use.




*F)*
            *LONG-LIVED
                ASSETS*


The
      Company adopted the provisions of SFAS No. 121, Accounting for the Impairment
      of
      Long-Lived Assets and for Long-Lived Assets to be Disposed Of which has been
      superseded by SFAS No. 144 [note 3 (k)]. SFAS No. 144 requires that long-lived
      assets to be held and used by an entity be reviewed for impairment whenever
      events or changes in circumstances indicate that the carrying amount of an
      asset
      may not be recoverable. Management used its best estimate of the undiscounted
      cash flows to evaluate the carrying amount and have determined that no
      impairment has occurred.




*G)*
            *LONG-TERM
                FINANCIAL INSTRUMENTS*


The
      fair
      value of each of the company’s long-term financial assets and debt instruments
      is based on the amount of future cash flows associated with each instrument
      discounted using an estimate of what the company’s current borrowing rate for
      similar instruments of comparable maturity would be.






F-10






**IJJ
      CORPORATION**


**(Formerly
      Sun & Surf Inc.)**


**Notes
      to Consolidated Financial Statements**




**October
      31, 2004 and 2003**




**(Amounts
      expressed in US Dollars)**




4.
              SUMMARY
                  OF SIGNIFICANT ACCOUNTING POLICIES
                  (cont’d)




*H)*
            *REVENUE
                RECOGNITION*




Revenues
      are recognized when realized or realizable and earned. The company generates
      two
      revenue streams: 1. sale of computer products, and 2. design and development
      of
      network-based computer software applications and systems technical support
      and
      call center management services. The company’s customer base is comprised of
      U.S.-based Federal, state and local governments, including military and civil
      agencies.




*1)* Computer
        Product Sales
  The
        company is an authorized reseller of brand-name IT products including hardware
        and software, peripherals, office automation products, desktop and laptop
        systems, and computer accessories. Revenue is recognized from the sale of
        these
        products upon delivery, inspection and formal acceptance by customers. The
        company’s customers formally acknowledge the acceptance of product deliveries by
        completion of a form that acknowledges inspection and acceptance of the
        shipment.
  *2)
        Information Technology (“IT”) Services*
  Design
        and Development of Network-based Computer Software Applications and Systems
        Technical Support
  The
        Company provides various IT professional services to its customers based
        on
        negotiated fixed-price time and materials contracts. Customers are invoiced
        monthly at fixed hourly rates for each hour of service provided. The company
        recognizes services-based revenue from all of its contracts when the service
        has
        been performed, the customer has approved the timesheets for the company’s
        employee or contractor providing the service and an invoice has been generated
        and collectibility is reasonably assured. For materials, the company recognizes
        revenue upon delivery, inspection and acceptance by the customer.
  *Call
        Center Management Services*
  The
        Company provides call center management services to its customers on a firm
        fixed-price basis. Customers are invoiced monthly at the contractual monthly
        price. The company recognizes services-based revenue from its firm fixed-price
        contracts when the service has been performed, an invoice has been generated
        and
        collectibility is reasonably assured.
  ***i*** **)**  **Income
        Taxes**
 The
        company accounts for income taxes under the provisions of Statement of Financial
        Accounting Standards No. 109, which requires recognition of deferred tax
        assets
        and liabilities for the future tax consequences of events that have been
        included in the financial statements or tax returns. Deferred income taxes
        are
        provided using the liability method. Under the liability method, deferred
        income
        taxes are recognized for all significant temporary differences between the
        tax
        and financial statement bases of assets and liabilities.
  Current
        income tax expense (recovery) is the amount of income taxes expected to be
        payable (recoverable) for the current year. A deferred tax asset and/or
        liability is computed for both the expected future impact of differences
        between
        the financial statement and tax bases of assets and liabilities and for the
        expected future tax benefit to be derived from tax losses. Valuation allowances
        are established when necessary to reduce deferred tax asset to the amount
        expected to be “more likely than not” realized in future returns. Tax law and
        rate changes are reflected in income in the period such changes are
        enacted.


F-11







**IJJ
      CORPORATION**


**(Formerly
      Sun & Surf Inc.)**


**Notes
      to Consolidated Financial Statements**




**October
      31, 2004 and 2003**




**(Amounts
      expressed in US Dollars)**





4.  SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
  **j)**  **Stock
        Based Compensation**
 
 The
        Company has adopted SFAS No. 123, Accounting for Stock-Based Compensation,
        as
        amended by SFAS No. 148 which introduced the use of a fair value-based method
        of
        accounting for stock-based compensation. It encourages, but does not require,
        companies to recognize compensation expenses for stock-based compensation
        to
        employees based on the new fair value accounting rules. The Company chose
        to
        continue to account for stock-based compensation using the intrinsic value
        method prescribed in Accounting Principles Board Opinion No. 25, “Accounting for
        Stock Issued to Employees”, and related interpretations. Accordingly,
        compensation cost for stock options is measured as the excess, if any, of
        the
        quoted market price of the Company’s stock at the measurement date over the
        amount an employee must pay to acquire the stock.
 
 In
        December 2004, the FASB issued SFAS No. 123 (revised 2004) (SFAS 123R), *Share-Based
        Payment.* The
        company is currently evaluating SFAS 123R to determine which fair-value-based
        model and transitional provision it will follow upon adoption. SFAS 123R
        will be
        effective for the company beginning in its first quarter of fiscal 2006.
        Although the company will continue to evaluate the application of SFAS 123R,
        the
        company expects that adoption would not have a material impact on its results
        of
        operation.
 
 **k** **)**  **Net
        loss per share**
  Basic
        net
        loss per share is computed by dividing the net loss applicable to common
        stockholders by the weighted-average number of shares of common stock
        outstanding for the year. Diluted earning (loss) per share reflects the
        potential dilution that could occur if potentially dilutive securities were
        exercised or converted to common stock. Diluted net loss per share for the
        year
        was the same as the basic net loss per share as the company did not enter
        into
        any transactions that resulted in dilution.
  ***l*** **)**  **Use
        of Estimates**
  The
        preparation of financial statements in conformity with generally accepted
        accounting principles in the United States of America requires management
        to
        make estimates and assumptions that affect certain reported amounts of assets
        and liabilities and disclosures of contingent assets and liabilities at the
        date
        of the revised financial statements and the reported amounts of revenues
        and
        expenses during the reporting period. Actual results could differ from those
        estimates. These estimates are reviewed periodically and as adjustments become
        necessary, they are reported in earnings in the period in which they become
        known.
  ***m*** **)**  **Fair
        Value of Financial Instruments**
  The
        company’s financial instruments consist of cash, investments, accounts
        receivable, accounts payable and accrued liabilities, and income taxes
        recoverable/payable. Unless otherwise indicated, it is management’s opinion that
        the Corporation is not exposed to significant interest rate or credit risk
        arising from these financial instruments. The fair value of these financial
        instruments approximates their carrying values.





F-12




**IJJ
      CORPORATION**


**(Formerly
      Sun & Surf Inc.)**


**Notes
      to Consolidated Financial Statements**




**October
      31, 2004 and 2003**




**(Amounts
      expressed in US Dollars)**




4.  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)


***n)***  ***Recent
        Pronouncements (cont’)***
  SFAS
        No.
        123 - Share-Based Payment. This Statement is a revision of FASB Statement
        No.
        123, *Accounting
        for Stock-Based Compensation* and ** supersedes
        APB Opinion No. 25, *Accounting
        for Stock Issued to Employees,* and its
        related implementation guidance. This Statement focuses primarily on accounting
        for transactions in which an entity obtains employee services in share-based
        payment transactions.
  SFAS
        No.
        123R - Share-Based Payment (revised 2004). SFAS 123R addresses the accounting
        for share-based payment transactions in which an enterprise receives employee
        services in exchange for (a) equity instruments of the enterprise or (b)
        liabilities that are based on the fair value of the enterprise’s equity
        instruments or that may be settled by the issuance of such equity instruments.
        SFAS 123R eliminates the ability to account for share-based compensation
        transactions using the intrinsic value method under APB Opinion No.
        25, *Accounting for Stock Issued to Employees,* and
        generally would require instead that such transactions be accounted for using
        a
        fair-value-based method.
  SFAS
        No.
        146 - Accounting for Cost Associated with Exit or Disposal Activities. SFAS
        146
        requires companies to recognize costs associated with exit or disposal
        activities when they are incurred rather than at the date of a commitment
        to an
        exit or disposal plan. Previous accounting guidance was provided by Emerging
        Issues Task Force (“EITF”) Issue No. 94-3. SFAS 146 replaces EITF94-3. The
        Statement is to be applied prospectively to exit or disposal activities
        initiated after December 31, 2002.
  SFAS
        No.147 - Acquisition of certain Financial Institutions, an amendment of SFAS
        72
        and 144 and SFAS interpretation number 9 issued October 2002 and relates
        to
        acquisitions of financial institutions.
  SFAS
        No.
        148 - Accounting for Stock Based Compensation-Transition and Disclosure,
        an
        amendment of SFAS 123 issued December 2002 and permits two additional transition
        methods for entities that adopt the fair value based method of accounting
        for
        stock based employee compensation to avoid the ramp-up effect arising from
        prospective application. This statement also improves the prominence and
        clarity
        of the pro-forma disclosures required by SFAS 123.
  SFAS
        No.
        149 - Amendment of Statement 133 on derivative instruments and hedging
        activities. This statement amends and clarifies financial accounting and
        reporting for derivative instruments embedded in other contracts (collectively
        referred to as derivatives) and for hedging activities under FASB 133 accounting
        for derivative instruments and hedging activities.
  SFAS
        No.
        150 - Accounting for certain financial instruments with characteristics of
        both
        liabilities and equity. This statement establishes standards for how an issuer
        classifies and measures certain financial instruments with characteristics
        of
        both liabilities and equity.
  SFAS
        151
        - Inventory Costs. This Statement is effective for inventory costs incurred
        during fiscal years beginning after June 15, 2005. Earlier application is
        permitted for inventory costs incurred during fiscal years beginning after
        November 24, 2004. The provisions of this Statement should be applied
        prospectively.
 
 SFAS
        152
        - Accounting for Real Estate Time-Sharing Transactions. This Statement is
        effective for financial statements for fiscal years beginning after June
        15,
        2005. Restatement of previously issued financial statements is not
        permitted.
 
 SFAS
        153
        - Exchanges of Non-monetary Assets. The provisions of this Statement are
        effective for non-monetary asset exchanges occurring in fiscal periods beginning
        after June 15, 2005. Earlier application is permitted for non-monetary asset
        exchanges occurring in fiscal periods beginning after December 16, 2004.
        The
        provisions of this Statement should be applied prospectively.
 
 IJJ
        believes that the above standards, except for SFAS No. 123R (see Note 4 j)
        would
        not have a material impact on its financial position, results of operations
        or
        cash flows.


F-13





**IJJ
        CORPORATION**


**(Formerly
      Sun & Surf Inc.)**


**Notes
      to Consolidated Financial Statements**




**October
      31, 2004 and 2003**




**(Amounts
      expressed in US Dollars)**




5.
              ACCOUNTS
                  RECEIVABLE




2004$
            
            
            2003$Accounts
              receivable, gross
            
            
            1,441,375
            
            
            1,848,217Less:
              Allowance for doubtful accounts
            
            
            142,415
            
            
            -Less:
              Invoices sold and assigned
            
            
            1,287,622
            
            
            1,242,962Accounts
              receivable, net
            
            
            11,338
            
            
            605,255




The
      company carries accounts receivable at the amount it deems to be collectible.
      Accordingly, the company provides allowances for accounts receivable it deems
      to
      be uncollectible based on management’s best estimates. Recoveries are recognized
      in the period they are received. The ultimate amount of accounts receivable
      that
      becomes uncollectible could differ from those estimated.




The
      company has an existing $2,000,000 credit facility agreement with a financial
      institution. Under this agreement, the financing source provides advances of
      up
      to 85% of the company’s acceptable accounts receivable that are sold and
      assigned. These accounts receivables are sold with recourse against the company.
      Consequently, the company is contingently liable for any amounts advanced for
      accounts receivable sold and assigned that are subsequently considered
      uncollectible. The company has not historically experienced significant credit
      losses with respect to receivables sold and, as such, no liability was
      recognized.




The
      financing facility is secured by liens on company’s accounts receivable and by
      personal guarantees of its principal shareholders. Interest is calculated at
      prime rate plus 1% on the daily average balance of unpaid accounts sold plus
      a
      0.95% monthly fee of such average balance.




Costs
      related to accounts receivable sold amounted to $222,870 and $133,376 in 2004
      and 2003, respectively.







F-14









**IJJ
      CORPORATION**


**(Formerly
      Sun & Surf Inc.)**


**Notes
      to Consolidated Financial Statements**




**October
      31, 2004 and 2003**




**(Amounts
      expressed in US Dollars)**







6.
            DEFERRED
                TAX ASSETS AND LIABILITIES





Deferred
      income tax assets or liabilities reflect the estimated future tax effects
      attributable to temporary differences between amounts reported in the financial
      statements and those reported in the tax returns and carry-forwards of certain
      amounts deductible in future tax returns and credits against future tax
      liabilities. A valuation allowance is used to reduce the carrying value of
      deferred tax assets when it is uncertain that all or a portion of such asset
      will be realized by a reduction of taxes payable on taxable income in the
      periods available for carry-forward of  tax
      return net operating losses.




Temporary
      differences and carry-forwards that give rise to the deferred tax assets and
      liabilities at October 31, and the related allowance for uncertainty are as
      follows:





2004
            
            2003$
            
            $Deferred
                tax assets:Intangible
                assets deductions
            
            
            17,538
            
            
            21,850Plant
                & equipment deductions
            
            
            4,351Tax
                loss carry-forwards
            
            
            454,264Total
                deferred tax assets
            
            
            476,153
            
            
            21,850Deferred
                tax liabilities:Plant
                and equipment deductions
            
            
            0
            
            
            2,269Total
                deferred tax liabilities
            
            
            0
            
            
            2,269Deferred
                tax asset net before allowance
            
            
            476,153
            
            
            19,581Less:
                Allowance for uncertain realization
            
            
            (476,173
            )
            
            0Total
                deferred tax asset net
            
            
            0
            
            
            19,581Classification
                in the consolidated balance sheets:Deferred
                income tax benefit - current
            
            
            0
            
            
            1,976Deferred
                income tax benefit - non-current
            
            
            0
            
            
            17,605Total
                deferred tax asset
            
            
            0
            
            
            19,581








F-15




**IJJ
      CORPORATION**


**(Formerly
      Sun & Surf Inc.)**


**Notes
      to Consolidated Financial Statements**




**October
      31, 2004 and 2003**




**(Amounts
      expressed in US Dollars)**





The
      Company has approximately $987,529 of operating loss carry-forwards, arising
      from the current and prior fiscal years, remaining to offset future taxable
      income. Of that amount, $299,427 expires in fiscal year 2024 and $688,102
      expires in fiscal year 2025.




7.
            NOTES
                PAYABLE


At
October
                  31, 2004
              
              At
October
                  31, 2003An
                  unsecured note with interest rate of 15%, per annum (5% prior to
                  October
                  31, 2003) payable to a corporation controlled by a minority shareholder
                  and is payable on demand. The Company is in the process of renegotiating
                  this note with the lender to restructure an extension of the maturity
                  date.
              
              $
              100,800
              
              $
              250,000Partial
                  advances of a $250,000 convertible promissory note payable to a
                  minority
                  shareholder. The note bears interest rate at 6%, per annum and
                  payable on
                  demand after December 30, 2005. Conversion of the unpaid principal
                  and
                  interest balances into the Company's common stock shares is exercisable
                  at
                  the option of the Company during the period commencing 30 days
                  prior to
                  the demand date and based on the closing price of the common stock
                  on that
                  conversion date.
              
              
              110,000
              
              
              -0-A
                  convertible promissory note payable to a minority shareholder with
                  a
                  maturity date of December 30, 2005, with an interest rate of 6%,
                  per
                  annum. Conversion of the unpaid principal and interest balances
                  into the
                  Company's common stock shares is exercisable at the option of the
                  Company
                  anytime during the period commencing 30 days prior to the demand
                  date and
                  based on the closing price of the common stock on that conversion
                  date.
              
              
              90,000
              
              
              -0-A
                  note payable to a trade supplier, non-interest bearing, payable
                  in monthly
                  installments of $20,000 with a final payment of $23,188 on August
                  19,
                  2004. The note resulted from a conversion of accounts payable totaling
                  $113,188. The Company is in the process of renegotiating this note
                  for an
                  extension of maturity date.
              
              
              63,188
              
              
              -0-A
                  note payable to a trade supplier, non-interest bearing, payable
                  in monthly
                  installments of $32,000 each beginning August 15, 2004 to December
                  15,
                  2004. The note resulted from a conversion of accounts payable totaling
                  $152,040.
              
              
              105,040
              
              
              -0-TOTAL
                  NOTES PAYABLE
              
              
              469,028
              
              
              250,000LESS:
                  CURRENT PORTION
              
              
              269,028
              
              
              250,000NOTES
                  PAYABLE - LONG TERM
              
              $
              200,000
              
              $
              —All
                  of the long term portion becomes payable in December 2005.Interest
                    expense related to these notes were $27,661 and nil for the year
                    ended
                    2004 and 2003, respectively.


8.  SEGMENTED
          INFORMATION
 
 IJJ
          Corporation has two reportable segments: product sales and information
          technology (“IT”) services, which include the design and development of
          network-based computer software applications, systems technical support
          and call
          center management. All sales are generated in the United States and 90%
          of its
          sales are to Federal, state and local governments while the 10% of sales
          are to
          commercial customers. The product sales segment includes revenues from
          the
          company’s activities as a reseller of computer products to customers in Federal,
          state and local governments. Such products include workstations, laptop
          and
          desktop computing devices, printers, peripherals and a host of other products
          used in network-based systems. The company purchases its products for resale
          from distributors and manufacturers, and the company arranges for shipment
          of
          products directly from its suppliers to its customers so as to eliminate
          the
          need to maintain an inventory. The services segment provides network-based
          IT
          support, software development and management of call center operations.
          The
          company’s services revenue are generated principally through sales to Federal,
          state and local customers, and the associated revenues are structured as
          service
          contracts that are based on either fixed pricing or time and materials
          pricing.
          The company’s service contracts are generally for an initial one-year period of
          performance and include option years (up to four years) that are exercisable
          by
          its customers.
 
 The
          company’s accounts receivable are maintained on a segmented basis. At October
          31, 2004 accounts receivable on a gross basis were $1,441,375, of which,
          product
          sales represented $12,569 or approximately one percent and services represented
          $1,428,806 or approximately 99%.. At October 31, 2003, accounts receivable
          on a
          gross basis were $1,848,217 and product sales totaled $1,174,791 or
          approximately 64% and services totaled $673,426 or approximately 36%. All
          other
          assets for the company are reported at the corporate level.
 
 The
          accounting policies of the segments are the same as those described in
          Note 4 -
          Summary of Significant Accounting Policies. The company evaluates performance
          based on profit or loss from operations to arrive at net income or loss
          for the
          reportable segments. The company does not allocate income taxes or extraordinary
          items in its segments.
 
 The
          company accounts for inter-segment sales and transfers as if the sales
          or
          transfers were to third parties, that is, at current market prices. For
          the
          periods covered in this report, the company had no inter-segment
          sales.
 
 The
          company’s reportable segments are strategic business units that offer different
          products and services. They are managed separately because each business
          require
          different technology and marketing strategies. All of the businesses were
          acquired as part of the stock exchange transaction with the shareholders
          of
          Management Solutions and Systems, Inc (refer to Note 1. a) - Nature of
          Business


F-16


**IJJ
        CORPORATION**
 **(Formerly
        Sun & Surf Inc.)**
 **Notes
        to Consolidated Financial Statements**
  **October
        31, 2004 and 2003**
  **(Amounts
        expressed in US Dollars)**


8.  SEGMENTED
        INFORMATION (Cont’d)
  Year
                    2004Product
                  Sales
              
              
              Services
              
              
              CorporateItems
              
              
              IJJConsolidatedRevenue
              
              
              1,352,252
              
              
              6,683,442
              
              
              -
              
              
              8,035,694Costs
                  of Revenue
              
              
              1,280,799
              
              
              4,108,836
              
              
              -
              
              
              5,389,635Gross
                  Profit
              
              
              71,453
              
              
              2,574,606
              
              
              -
              
              
              2,646,059Operating
                  Expenses:Selling,
                  general & administrative
              
              
              198,050
              
              
              3,325,490
              
              
              66,780
              
              
              3,590,320Interest
                  and finance charges
              
              
              7,230
              
              
              260,507
              
              
              -
              
              
              267,737Depreciation
              
              
              1,500
              
              
              54,045
              
              
              -
              
              
              55,545Total
                  Operating Expenses
              
              
              206,781
              
              
              3,640,042
              
              
              66,780
              
              
              3,913,602Net
                  (Loss) Income From Operations
              
              
              (135,327
              )
              
              (1,065,436
              )
              
              (66,780
              )
              
              (1,267,543
              )Other
                  ExpenseRecapitalization
                  Costs
              
              
              -
              
              
              -
              
              
              120,454
              
              
              120,454Total
                  Other Expense
              
              
              -
              
              
              -
              
              
              120,454
              
              
              120,454Net
                  (Loss) Income Before Income Taxes
              
              
              (135,327
              )
              
              (1,065,436
              )
              
              (187,234
              )
              
              (1,387,997
              )
  F-17
  **IJJ
        CORPORATION**
 **(Formerly
        Sun & Surf Inc.)**
 **Notes
        to Consolidated Financial Statements**
  **October
        31, 2004 and 2003**
  **(Amounts
        expressed in US Dollars)**
   8.  SEGMENTED
        INFORMATION (Cont’d)
 Year
                      2003Product
                    Sales
                
                
                Services
                
                
                CorporateItems
                
                
                IJJConsolidatedRevenue
                
                
                4,771,162
                
                
                4,963,283
                
                
                -
                
                
                9,734,445Costs
                    of Revenue
                
                
                3,752,966
                
                
                2,864,411
                
                
                -
                
                
                6,617,377Gross
                    Profit
                
                
                1,018,196
                
                
                2,098,872
                
                
                -
                
                
                3,117,068Operating
                    Expenses:Selling,
                    general & administrative
                
                
                692,789
                
                
                1,766,240
                
                
                -
                
                
                2,459,029Interest
                    and finance charges
                
                
                46,560
                
                
                95,978
                
                
                -
                
                
                142,538Depreciation
                
                
                15,078
                
                
                31,080
                
                
                -
                
                
                46,158Total
                    Operating Expenses
                
                
                754,427
                
                
                1,893,298
                
                
                -
                
                
                2,647,725Net
                    (Loss) Income From Operations
                
                
                263,769
                
                
                205,574
                
                
                -
                
                
                469,343Other
                    ExpenseRecapitalization
                    Costs
                
                
                -
                
                
                -
                
                
                453,606
                
                
                453,606Total
                    Other Expense
                
                
                -
                
                
                -
                
                
                453,606
                
                
                453,606Net
                    (Loss) Income Before Income Taxes
                
                
                263,769
                
                
                205,574
                
                
                (453,606
                )
                
                15,737




F-18




**IJJ
      CORPORATION**


**(Formerly
      Sun & Surf Inc.)**


**Notes
      to Consolidated Financial Statements**




**October
      31, 2004 and 2003**




**(Amounts
      expressed in US Dollars)**




9.
                  LEASE
                      COMMITMENT


Rental
      of
      office space under operating lease amounted to approximately $60,000 in 2004
      and
      $63,000 in 2003.




The
      approximate minimum rental payments required under the lease agreement that
      expires in February 2007 are as follows:




Payable
      during the following periods:


Within
                  one year
              
              $
              60,300Over
                  one year but not exceeding two years
              
              
              62,100Over
                  two years but not exceeding three years
              
              
              26,300$
              148,700


10.
                    ECONOMIC
                          DEPENDENCE AND CONCENTRATION OF CREDIT
                          RISKS


The
      company’s revenues are derived from sales of goods and services to the different
      departments of the various government agencies. The loss of these customers
      could have a material adverse effect on operations. The majority of the
      company’s receivables as of October 31, 2004 and October 31, 2003 represents
      sales to these customers. The company’s receivables are unsecured and are
      generally due in 30 days.


11.
                      STOCK
                            OPTION PLAN


At
      the
      Annual Meeting of shareholders held on February 17, 2004, the Company's
      shareholders approved the adoption of the IJJ Corporation 2004 Stock Option
      Plan. Eligible participants under the plan include key employees, directors
      and
      advisors of the Company and its subsidiaries. The options are not assignable
      or
      transferable and will expire ten years after the grant date. The purchase price
      of the common shares under the plan must be equal to the fair market value
      of
      the Company common stock at the time the option is granted or higher as may
      be
      determined by the Plan Committee or the Board of Directors at the time of grant.
      The maximum aggregate number of shares of common stock that may be issued and
      sold under the plan is 10,000,000. The maximum aggregate number of shares issued
      under the plan during any given year must not exceed 10% of the total
      outstanding shares of the company during such calendar year. As of October
      31,
      2004, no options have been granted.


12.
                        SUBSEQUENT
                              EVENTS
  On
                  November 24, 2004 the company issued a promissory note to a trade
                  supplier in
                  the amount of $64,136 to cover our past due accounts payable balance.
                  The note
                  bears interest at the rate of seven percent, per annum, and calls
                  for payments
                  beginning December 30, 2004 and ending November 30,
                  2008.





On
      December 15, 2004 the company issued a promissory note to a trade supplier
      in
      the amount of $11,310 to cover our past due accounts payable balance. The note
      bears interest at the rate of fifteen percent, per annum, and calls for payments
      beginning January 1, 2005 and ending August 1, 2005.




On
      December 28, 2004 the company issued a promissory note to a trade supplier
      in
      the amount of $91,247 to cover our past due accounts payable balance. The note
      bears interest at the rate of eighteen percent, per annum, and calls for
      payments beginning January 18, 2005 and ending September 18, 2005.





On
      January 27, 2005 the company issued a promissory note to a professional services
      supplier in the amount of $123,855 to cover our past due accounts payable
      balance. The note bears no interest and calls for payments beginning February
      28, 2005 and ending December 31, 2006.






F-18