UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K /A





x Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934





For the Fiscal Year Ended June 30, 2010





o Transition Report Pursuant to Section 13or 15(d) of The Securities Exchange Act of 1934





COMMISSION FILE NUMBER: 333-146441










A&J VENTURE CAPITAL GROUP, INC.





(Exact Name of Small Business Issuer as Specified in its Charter)





Nevada





(State of Incorporation)





75-3260541


(IRS Employer ID Number)





23890 Copper Hill Drive #206, Valencia CA 91354





(Address of principal executive offices)





(661) 414-7125





(Registrant's telephone number, including area code)





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





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





Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No





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





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




Large accelerated filer
o

Accelerated filer
oNon-accelerated filer
o

Smaller reporting company
x(Do not check if a smaller reporting company)


1











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


o Yes x No





State the issuer's revenues for its most recent fiscal year. $0





State the aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the stock was sold, or the average bid and ask prices of such stock as of a specified date within 60 days $264,600.





State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.




Class as of September 24, 2010

Outstanding SharesCommon Stock, Par Value $0.001 per share

18,077,500




DOCUMENTS INCORPORATED BY REFERENCE





A description of "Documents Incorporated by Reference" is contained in Part III, Item 13.











2


A & J VENTURE CAPITAL GROUP, INC.





TABLE OF CONTENTS








PART I

PageItem 1.
Description of Business
4Item 1A.
Risk Factors
6Item 2.
Description of Properties
11Item 3.
Legal Proceedings
11Item 4.
Submission of Matter to a Vote of Security Holders
11PART II11Item 5.
Market for Common Equity and Related Stockholders Matters
11Item 6.
Selected Financial Data
11Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
12OperationsItem 7A.
Quantitative and Qualitative Disclosures About Market Risk
14Item 8.
Financial Statements and Supplementary Data
15Item 9.
Changes in and Disagreements with Accountants on Accounting and FinancialDisclosureItem 9A.
Controls and Procedures
16Item 9B.
Other Information
16PART IIIItem 10.
Directors, Executive Officers, Promoters and Control persons; Compliance with
17Section 16(a) of the Exchange ActItem 11.
Executive Compensation
18Item 12.
Security Ownership of Certain Beneficial Owners and Management
19Item 13.
Certain Relationships and Related Transactions
19Item 14.
Principal Accountant Fees and Services
20PART IVItem 15.
Exhibits, Financial Statement Schedules
21Signatures
21














3


Cautionary Statement





This report on Form 10-K and the documents or information incorporated by reference herein contain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements include, among others, the following:





·
our growth strategies;




·
anticipated trends in our business;




·
our ability to make or integrate acquisitions;




·
our liquidity and ability to finance our products,




·
acquisition and development strategies;




·
market conditions in the implant industry;




·
the impact of government regulation;







We identify forward-looking statements by use of terms such as "may," "will," "expect," "anticipate," "estimate," "hope," "plan," "believe," "predict," "envision," "intend," "will," "continue," "potential," "should," "confident," "could" and similar words and expressions, although some forward-looking statements may be expressed differently. You should be aware that our actual results could differ materially from those contained in the forward-looking statements. You should consider carefully the statements under the "Risk Factors" section of this report and other sections of this report which describe factors that could cause our actual results to differ from those set forth in the forward-looking statements.





Forward-looking statements speak only as of the date of this report or the date of any document incorporated by reference in this report. Except to the extent required by applicable law or regulation, we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.








PART I





ITEM 1 - DESCRIPTION OF BUSINESS OVERVIEW


Our Corporate Organization


The Company was incorporated in the State of Nevada, United States of America on February 22, 2007 as Startale Group, Inc. and its fiscal year end is June 30.





Our name was changed to Alco Energy Inc. effective May 21, 2008 and on June 4, 2009, our name was changed to A & J Venture Capital Group, Inc.


Our principal offices are located at23890 Copper Hill Drive, #206, Valencia CA 91354.  Our telephone number is (661) 414-7125.





4
  ITEM 1 - DESCRIPTION OF BUSINESS OVERVIEW - continued





Our Business
 The Company was engaged in the design, manufacture and distribution of lifestyle inspired apparel, which was to be sold through a network of wholesale accounts and retail outlets.  We have discontinued our packaging design for outerwear and underwear and since August 2009, we have decided not to pursue a variety of oil and gas interests in the State of Tennessee.





On January 10, 2010, we entered into a joint venture with an unrelated third party to form a new company called “A&J Brewery Ltd.” After the new company was set up, we were to own 50% of the common stock. We planned to jointly operate the new venture with the third party, who was to be mainly responsible for the marketing, exporting, production, and management of the plant and we were to be responsible for the business expansion and funding for the new venture.  After the payment of all taxes,  the profit and losses were to be distributed according to shareholdings. The joint venture can be dissolved by either party, or because of serious loss, and the governing law shall be the laws of Hong Kong. As of June 30, 2010, the Agreement was never formalized and was never executed; as such it is not in force and is void.





The business of A&J Venture Capital Group is the total or partial takeover of Chinese SMEswith the scope of restructuring and improving their performance through the thorough application of modern management techniques.  This is achieved through A&J Venture Capital Group’s own staff or through the development of the subsidiaries existent staff.  A dynamically tailored package of activities design the Company will lead the subsidiaries to development stage.





Competitive Business Conditions, Competitive Position in the Industry and Methods of Competition


The Company will compete with consulting managerial services and it will not be differentiating itself from the foregoing, but merely compete with them. The managerial consulting market is a large fragmented market and may be difficult to penetrate. The Company competitive position within the industry is negligible in light of the fact. Older, well-established consulting firms with records of success currently attract customers. The Company expects to compete with them on the basis of the range of advisory services and the quality of advisory services that the Company intends to provide. At this time, our principal method of competition will be through personal contact with potential clients with whom Antal Markus has an existing relationship.  Mr. Markus, the Company’s sole officer and director, will be devoting approximately 20 hours a week of his time to its operations.





Dependence on One or a Few Major Customers


The Company presently has no customers and there can be no assurances that we will be able to secure and retain any customers.


Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, Including Duration


At present, the Company has no patents, trademarks, licenses, franchises, concessions or royalty agreements.





The Company’s web site, www.ajvcap.com, is copyrighted under United States law and is a registered domain name owned directly by the Company.


Need For Governmental Approval of Principal Products or Services


None of the principal products or services offered by the Company requires governmental approval.





Research and Development


5





Research and Development





The Company has not expended any material amount in research and development activities during the last two fiscal years.


Number of Total Employees and Number of Full-Time Employees


The Company presently has no full time employees.





ITEM 1A. - RISK FACTORS





In addition to the other information included in this Form 10-K, the following risk factors should be considered in evaluating the Company’s business and future prospects. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the Company and its business. You should also read the other information included in this Form 10-K, including the financial statements and related notes.





We lack an operating history and have losses which we expect to continue into the future.





There is no assurance our future operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably, our business will fail. We were incorporated on February 28, 2007 and we have not realized any revenues. We have very little operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception on February 28, 2007 to June 30, 2010 is $257,833. Based upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and not generating revenues. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.





If we do not obtain additional financing, our business may fail.





Our business plan calls for ongoing expenses in connection with the marketing and sales of our apparel line. We have not generated any revenue from operations to date. In order to expand our business operations, we anticipate that we will have to raise additional funding. If we are not able to raise the funds necessary to fund our business expansion objectives, we may have to delay the implementation of our business plan. We do not currently have any arrangements for financing. Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations. These factors may impact the timing, amount, terms or conditions of additional financing available to us. The most likely source of future funds presently available to us is through the sale of additional shares of common stock.





We have no clients and we cannot guarantee we will ever have any. Even if we obtain clients, there is no assurance that we will make a profit.





We have no clients. We have not identified any clients and we cannot guarantee we ever will have any. If we are unable to attract enough clients, we will have to suspend or cease operations.





Because we are small and do not have much capital, we must limit marketing our services to potential clients. As a result, we may not be able to attract enough clients to operate profitably. If we do not make a profit, we may have to suspend or cease operations.





Because we are small and do not have much capital, we must limit marketing our website and personal contacts to potential clients. The promotion of our services via our website is how we will initially generate revenues. Because we will be limiting our marketing activities, we may not be able to attract enough clients to buy our services to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.


6





Because our sole officer and director will only be devoting limited time to our operations, our operations may be sporadic which may result in periodic interruptions or suspensions of operations. This activity could prevent us from attracting purveyors and clients and result in a lack of revenues that may cause us to suspend or cease operations.





Our sole officer and director, Antal Markus, will only be devoting limited time to our operations. Mr. Markus will be devoting approximately 20 hours per week of his time to our operations. Because our sole officer and director will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to our officers and directors. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a possible cessation of operations.





Because our management does not have prior experience in the marketing services via the Internet, we may have to hire individuals or suspend or cease operations.





Because our management does not have prior experience in the marketing services via the Internet, we may have to hire additional experienced personnel to assist us with our operations. If we need the additional experienced personnel and we do not hire them, we could fail in our plan of operations and have to suspend operations or cease operations entirely.





Any change to government regulation/administrative practices may have a negative impact on the ability to operate and profitability.





The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States or any other jurisdiction, may be changed, applied or interpreted in a manner which will fundamentally alter the ability of our company to carry on our business.





The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on us. Any or all of these situations may have a negative impact on our ability to operate profitably.





Because our auditors have expressed substantial doubt about our ability to continue as a going concern, we may find it difficult to obtain additional financing.





The accompanying financial statements have been prepared assuming that we will continue as a going concern. As discussed in Note 1 to the financial statements, we were recently incorporated, and we do not have a history of earnings, and as a result, our auditors have expressed substantial doubt about our ability to continue as a going concern. Continued operations are dependent on our ability to complete equity or debt financings or generate profitable operations. Such financings may not be available or may not be available on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.





Risks Related to Our Stock





The OTC Bulletin Board is a quotation system, not an issuer listing service, market or exchange. Therefore, buying and selling stock on the OTC Bulletin Board is not as efficient as buying and selling stock through an exchange. As a result, it may be difficult for you to sell your common stock or you may not be able to sell your common stock for an optimum trading price.


7


ITEM 1A. - RISK FACTORS - continued




Risks Related to Our Stock - continued




The OTC Bulletin Board is a regulated quotation service that displays real-time quotes, last sale prices and volume limitations in over-the-counter securities. Because trades and quotations on the OTC Bulletin Board involve a manual process, the market information for such securities cannot be guaranteed. In addition, quote information, or even firm quotes, may not be available. The manual execution process may delay order processing and intervening price fluctuations may result in the failure of a limit order to execute or the execution of a market order at a significantly different price. Execution of trades, execution reporting and the delivery of legal trade confirmations may be delayed significantly. Consequently, one may not be able to sell shares of our common stock at the optimum trading prices.





When fewer shares of a security are being traded on the OTC Bulletin Board, volatility of prices may increase and price movement may outpace the ability to deliver accurate quote information. Lower trading volumes in a security may result in a lower likelihood of an individual’s orders being executed, and current prices may differ significantly from the price one was quoted by the OTC Bulletin Board at the time of the order entry.





Orders for OTC Bulletin Board securities may be cancelled or edited like orders for other securities. All requests to change or cancel an order must be submitted to, received and processed by the OTC Bulletin Board. Due to the manual order processing involved in handling OTC Bulletin Board trades, order processing and reporting may be delayed, and an individual may not be able to cancel or edit his order. Consequently, one may not able to sell shares of common stock at the optimum trading prices.





The dealer’s spread (the difference between the bid and ask prices) may be large and may result in substantial losses to the seller of securities on the OTC Bulletin Board if the common stock or other security must be sold immediately. Further, purchasers of securities may incur an immediate “paper” loss due to the price spread. Moreover, dealers trading on the OTC Bulletin Board may not have a bid price for securities bought and sold through the OTC Bulletin Board. Due to the foregoing, demand for securities that are traded through the OTC Bulletin Board may be decreased or eliminated.





We are subject to the penny stock rules and these rules may adversely affect trading in our common stock.





Our common stock is a “low-priced” security under rules promulgated under the Securities Exchange Act of 1934. In accordance with these rules, broker-dealers participating in transactions in low-priced securities must first deliver a risk disclosure document which describes the risks associated with such stocks, the broker-dealer’s duties in selling the stock, the customer’s rights and remedies and certain market and other information. Furthermore, the broker-dealer must make a suitability determination approving the customer for low-priced stock transactions based on the customer’s financial situation, investment experience and objectives. Broker-dealers must also disclose these restrictions in writing to the customer, obtain specific written consent from the customer, and provide monthly account statements to the customer. The effect of these restrictions probably decreases the willingness of broker-dealers to make a market in our common stock, decreases liquidity of our common stock and increases transaction costs for sales and purchases of our common stock as compared to other securities.





Our stock price may be volatile, which may result in losses to our stockholders.





Historically, the market prices of companies quoted on the Over-The-Counter Bulletin Board, generally have been very volatile and have experienced sharp share price and trading volume changes.


8


ITEM 1A. - RISK FACTORS - continued
  Risks Related to Our Stock - continued





The trading price of our common stock is likely to be volatile and could fluctuate widely in response to many of the following factors, some of which are beyond our control:





·
variations in our operating results;




·
announcements of technological innovations, new services or product lines by us or our competitors;




·
changes in expectations of our future financial performance, including financial estimates by securities analysts and investors;




·
changes in operating and stock price performance of other companies in our industry;




·
additions or departures of key personnel; and




·
future sales of our common stock.





In general, domestic and international stock markets often experience significant price and volume fluctuations. These fluctuations, as well as general economic and political conditions unrelated to our performance, may adversely affect the price of our common stock. In particular, the market prices for stocks of companies in volatile markets often reach levels that bear no established relationship to the operating performance of these companies. These market prices are generally not sustainable and could vary widely. In certain instances, following periods of volatility in the market price of a public company’s securities, securities class action litigation has often been initiated.





We will incur increased costs and compliance risks as a result of becoming a public company.





As a public company, we will incur significant legal, accounting and other expenses. We will incur costs associated with our public company reporting requirements. We also anticipate that we will incur costs associated with recently adopted corporate governance requirements, including certain requirements under the Sarbanes-Oxley Act of 2002, as well as new rules implemented by the SEC and the Financial Industry Regulatory Authority (“FINRA”). We expect these rules and regulations, in particular Section 404 of the Sarbanes-Oxley Act of 2002, to significantly increase our legal and financial compliance costs and to make some activities more time-consuming and costly. Like many smaller public companies, we face a significant impact from required compliance with Section 404 of the Sarbanes-Oxley Act of 2002. Section 404 requires management of public companies to evaluate the effectiveness of internal control over financial reporting and the independent auditors to attest to the effectiveness of such internal controls and the evaluation performed by management. The SEC has adopted rules implementing Section 404 for public companies as well as disclosure requirements. The Public Company Accounting Oversight Board, or PCAOB, has adopted documentation and attestation standards that the independent auditors must follow in conducting its attestation under Section 404. We are currently preparing for compliance with Section 404; however, there can be no assurance that we will be able to effectively meet all of the requirements of Section 404 as currently known to us in the currently mandated time frame. Any failure to implement effectively new or improved internal controls, or to resolve difficulties encountered in their implementation, could harm our operating results, significantly increase our accounting and compliance budget, cause us to fail to meet reporting obligations or result in management being required to give a qualified assessment of our internal controls over financial reporting or our independent auditors providing an adverse opinion regarding management’s assessment. Any such result could cause investors to lose confidence in our reported financial information, which could have a material adverse effect on our stock price.








9


ITEM 1A. - RISK FACTORS - continued
  Risks Related to Our Stock - continued





We also expect these new rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance if we chose to do so in the future. Thus, we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our Board of Directors or as executive officers. We are currently evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.





If we fail to maintain the adequacy of our internal controls, our ability to provide accurate financial statements and comply with the requirements of the Sarbanes-Oxley Act of 2002 could be impaired, which could cause our stock price to decrease substantially.





We have committed limited personnel and resources to the development of the external reporting and compliance obligations that would be required of a public company. We have taken measures to evaluate how we can address and improve our financial reporting and compliance capabilities and we are in the process of instituting changes to satisfy our obligations in connection with joining a public company, when and as such requirements become applicable to us. Prior to taking these measures, we did not believe we had the resources and capabilities to do so. We plan to obtain additional financial and accounting resources to support and enhance our ability to meet the requirements of being a public company. We will need to continue to improve our financial and managerial controls, reporting systems and procedures, and documentation thereof. If our financial and managerial controls, reporting systems or procedures fail, we may not be able to provide accurate financial statements on a timely basis or comply with the Sarbanes-Oxley Act of 2002 as it applies to us. Any failure of our internal controls or our ability to provide accurate financial statements could cause the trading price of our common stock to decrease substantially.





U.S. investors may experience difficulties in attempting to effect service of process and to enforce judgments based upon U.S. federal securities laws against the company and its sole non-U.S. resident officer and director.





Our director and sole officer, Antal Markus, is not resident of the United States. Consequently, it may be difficult for investors to affect service of process on Mr. Markus in the United States and to enforce in the United States judgments obtained in United States courts against Mr. Markus based on the civil liability provisions of the United States securities laws. Since all our assets are located in Canada, it may be difficult or impossible for U.S. investors to collect a judgment against us. Further, any judgment obtained in the United States against us may not be enforceable in Canada.





We do not expect to pay dividends in the foreseeable future.





We have never paid any dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.





We have the right to issue additional common stock without the consent of shareholders. This would have the effect of diluting your ownership in the company and could decrease the value of your stock.





There are additional authorized but unissued shares of our common stock that may be later issued by our management for any purpose without the consent or vote of the stockholders that would dilute a stockholder’s percentage ownership of the company. Our articles of incorporation authorize the issuance of up to 100,000,000 shares of common stock.


10


ITEM 1B. - UNRESOLVED STAFF COMMENTS





Not Applicable.





ITEM 2 – DESCRIPTION OF PROPERTY





Our principal offices are located at 23890 Copper Hill Drive, #206, Valencia CA 91354.  Our telephone number is (661) 414-7125.  We are not obligated under any long term operating leases.





ITEM 3 - LEGAL PROCEEDINGS





No officer, director, or persons nominated for these positions, and no promoter or significant employee of our corporation has been involved in legal proceedings that would be material to an evaluation of our management. We are not aware of any pending or threatened legal proceedings which involve A&J Venture Capital Group, Inc., its directors or officers. Our Bylaws provide that we shall have a minimum of one director. There is no stated maximum number of directors allowed but such number may be fixed from time to time by action of the stockholders or of the directors. Our address for service of process in Nevada is 1802 N Carson St., Suite 212, Carson City NV 89701.





ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS





No matters were submitted to a vote of security holders during the quarter ended June 30, 2010.





PART II





ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS





Market Information





The Company’s common stock is currently listed on the OTC Bulletin Board under the symbol “AJVE.” Prior to August 21, 2009, the Company’s stock was listed on the OTC Bulletin Board under the symbols “ACOE” and “SLEG”.





For the period from November 12, 2007 to date, the table sets forth the high and low closing bid prices based upon information obtained from inter-dealer quotations on the OTC Bulletin Board without retail markup, markdown, or commission and may not necessarily represent actual transactions.





Period

High Price


Low PriceNovember 12, 2007 ­ December 31, 2007


n/a



n/aJanuary 1, 2008 – March 31, 2008


n/a



n/aApril 1, 2008 ­ June 30, 2008


n/a



n/aJuly 1, 2008 – September 30, 2008


n/a



n/aOctober 1, 2008 – December 31, 2008

$
1


$
0.01January 1, 2008 – March 31, 2008

$
1


$
0.01April 1, 2008 ­-June 30, 2008

$
1


$
0.01July1, 2009 - June 30,2010

$
0.21


$
.0021








Recent Sales of Unregistered Securities





In May, 2010, we completed a private placement of 17,750,000 shares of the Company’s common stock at a price per shares of $.002 (post-split).





In January, 2010, we approved the issuance of 12,500 post-split (1,250,000 pre-split) shares of our common stock in restricted form as compensation for services to an outside consultant.  These shares were issued in September, 2010.





Holders





As of June 30, 2010, we have 18,077,500 shares of our Common Stock issued and outstanding held by 39 shareholders of record.





Dividends





The Company has never paid any cash dividends on its capital stock and does not anticipate paying any cash dividends on the Common Stock in the foreseeable future. The Company intends to retain future earnings to fund ongoing operations and future capital requirements. Any future determination to pay cash dividends will be at the discretion of the Board of Directors and will be dependent upon financial condition, results of operations, capital requirements and such other factors as the Board of Directors deems relevant.





Securities Authorized For Issuance under Equity Compensation Plans





None.





ITEM 6 - SELECTED FINANCIAL DATA





N/A





11





ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION





The following discussion highlights the principal factors that have affected our financial condition and results of operations as well as our liquidity and capital resources for the periods described. This discussion contains forward-looking statements. Please see “Forward-Looking Statements” and “Risk Factors” for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements.





The following discussion and analysis of the Company’s financial condition and results of operations are based on the Company’s financial statements, which the Company has prepared in accordance with U.S. generally accepted accounting principles. You should read the discussion and analysis together with such financial statements and the related notes thereto.


Plan of Operations





The Company’s strategy is to pursuetotal or partial takeover of Chinese SME ́s with the scope of restructuring and improving their performance through the thorough application of modern management techniques.  This will be achieved through A&J Venture Capital Group ́s own staff or through the development of the subsidiary’s existent staff.  A dynamically tailored package of activities design the Company will lead the subsidiaries to development stage.





Overall, during the next 12 months, we cannot predict accurately the amount of capital that we will need to accomplish our plan of operations. The amount of capital needed will vary depending on the projects that we seek.  If during the next 12 months, we are unsuccessful in effectuating our plan of operations as described above, we expect to incur total expenditures of at least $500,000. In this regard and during such period; we anticipate spending $20,000 on professional fees attributable to fulfilling our reporting obligations under the federals securities laws and $50,000 on general administrative costs and expenditures associated with complying with reporting obligations.  We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our marketing plan and operations. We believe that debt financing will not be an alternative for funding the marketing plan. We do not have any arrangements in place for any future equity financing. If we are required to raise additional funds, substantial dilution may result to existing shareholders. Our auditors have raised substantial doubt concerning our ability to continue as a going concern. Please see our audited financial statements contained in our Form 10-K for the period ended June 30, 2010.





Results of Operations for the Year Ended June 30, 2010 and the Year Ended June 30, 2009





We did not earn any revenues for the Years Ended June 30, 2010 and 2009.





During the year ended June 30, 2010, we incurred operating expenses in the amount of $183,034. These operating expenses were comprised of accounting and audit fees, general and management expenses, and transfer agent fees.  This compared to operating expenses of $19,121 for the year ended June 30, 2009.





As at June 30, 2010, we had total assets of $47,317 and total liabilities of $101,989 compared total assets of $0 and total liabilities of $4,638 as of June 30, 2009.





Our previous President contributed outstanding debt to capital during the year ended June 30, 2009 in the amount of $19,790. During the year ended June 30, 2009, our former President contributed $19,790 for advances owed to him by the Company, including $2,390 from 2008 and additional advances in 2009 of $17,400.





Since we did not have a bank account, we were advanced funds for our overhead and operating expenses by our former President since our inception, February 22, 2007. During the year ended June 30, 2009, the former President was credited with various incurred general and administration fees of $17,400.





For the year ended June 30, 2009, our current President was credited with advancing $689 for corporate fees. We also accrued $1,500 for consulting fees and $950 for rent for our office space, as further described in Note 3, for the same officer. As of June 30, 2009 we owed our President $2,450 in accounts payable – related party, and $689 in shareholder advances.





For the year ended June 30, 2010, we paid $13,500 and accrued $16,500 for consulting fees for our President. We also paid $11,270 rent for our office space in Heidelberg, Germany, to the same officer. As of June 30, 2010, we owed our President $10,649 in shareholder advances. On July 2, 2009, we received an advance of $84,126 from our President in connection with a non-collateralized note payable. The note is payable on demand and bears no interest, and is therefore classified as a current liability.





12





ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - continued





On March 1, 2010, we granted and issued our President 10,000 Series A Preferred Shares with a value of $10,000 for consulting services rendered, and the expense is included in consulting fees in the statements of operations.





Beginning June 1, 2009, we leased office space from our current President under a non-cancelable operating lease; previous to this we leased office space on a month to month basis.  Rent expense was $11,270 and $5,464 for the years ended June 30, 2010 and 2009, respectively.





We have not generated any revenue since inception and are dependent upon obtaining financing to pursue marketing and distribution activities. For these reasons, our auditors believe that there is substantial doubt that we will be able to continue as a going concern.





Liquidity and Capital Resources





As of June 30, 2010 and 2009, the Company had a cash balance of $19,602 and $-0-, respectively.





Through June 30, 2009, we had sold $42,000 in equity securities to pay for our business operations. We sold 135,000 post-split (13,500,000 pre-split) shares of common stock to 30 unaffiliated shareholders on August 23, 2007 for total proceeds of $36,000 pursuant to Regulation S of the Securities Act.  We subsequently filed a Registration Statement on the Form SB-2 for this offering on October 2, 2007 and became effective on October 12, 2007. We have used these funds as working capital for administrative expenses and professional fee payments to third parties.  Also, we sold 180,000 post-split (18,000,000 pre-split) shares of common stock to our officer and directors on June 29, 2007 and August 6, 2007 for total proceeds of $36,000 pursuant to Regulation S of the Securities Act.





If the Company is not successful in generating sufficient liquidity from operations or in raising sufficient capital resources, on terms acceptable to it, this could have a material adverse effect on its business, results of operations liquidity and financial condition.





The Company presently does not have any available credit, bank financing or other external sources of liquidity, other than the net proceeds from the Offering. Due to its brief history and historical operating losses, the Company’s operations have not been a source of liquidity. The Company will need to obtain additional capital in order to expand operations and become profitable. In order to obtain capital, the Company may need to sell additional shares of its common stock or borrow funds from private lenders. There can be no assurance that the Company will be successful in obtaining additional funding.





The Company will need additional investments in order to continue operations. Additional investments are being sought, but the Company cannot guarantee that it will be able to obtain such investments. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of the Company’s common stock and a downturn in the U.S. stock and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if the Company is able to raise the funds required, it is possible that it could incur unexpected costs and expenses, fail to collect significant amounts owed to it, or experience unexpected cash requirements that would force it to seek alternative financing. Further, if the Company issues additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of the Company’s common stock. If additional financing is not available or is not available on acceptable terms, the Company will have to curtail its operations.








13





ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - continued





Critical Accounting Policies





Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. Preparing financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet dates, and the recognition of revenues and expenses for the reporting periods. These estimates and assumptions are affected by management's application of accounting policies.





Contractual Obligations





Beginning June 1, 2009, we leased office space from our current President under a non-cancelable operating lease; previous to this we leased office space on a month to month basis.  Rent expense was $11,270 and $5,464 for the years ended June 30, 2010 and 2009, respectively.  Future commitments pursuant to non-cancelable operating leases as of June 30, 2009 are set forth below:





2011   $ 1,900





Off-Balance Sheet Commitments and Arrangements





We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as shareholder’s equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. Moreover, we do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.





Inflation





Inflation has not materially impacted our results of operations in recent years.








ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





N/A


14


ITEM 8 - FINANCIAL STATEMENTS




The following audited financial statements of the Company are included in this annual report on Form 10-K:Report of Independent Registered Public Accounting Firm

F-1Balance Sheets, for the years ended June 30, 2010 and 2009

F-2Statements of Operations for the years ended June 30, 2010 and 2009, and cumulative during development stage from February 22, 2007 (inception) through June 30, 2010

F-3Statements of Stockholders' (Deficit) for the period from February 22, 2007 (inception)

through June 30, 2010

F-4Statements of Cash Flows for the years ended June 30, 2010 and 2009, and cumulative during development stage from February 22, 2007 (inception) through June 30, 2010

F-5Notes to Financial Statements

F-6 to F-12


15








R.R. Hawkins & Associates International, a Professional Corporation



DOMESTIC & INTERNATIONAL BUSINESS CONSULTING



A superior method to building big business...”




Board of Directors
 A&J Venture Capital, Inc.
 Valencia, California
 
  Report of Independent Registered Public Accounting Firm
 
  We have audited the balance sheet of A&J Venture Capital, Inc. as of June 30, 2010 and 2009, and the related statements of operations, stockholders’ equity and cash flows for the years ending June 30, 2010 and 2009 and from February 22, 2007 (date of inception) through June 30, 2010 and 2009.  These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
 
 We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements .  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides reasonable basis for our opinion.
 
 In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of A&J Venture Capital, Inc. as of June 30, 2010 and 2009, the results of operations, stockholders’ equity and its cash flows for the years ended June 30, 2010 and 2009 and from February 22, 2007 (date of inception) to June 30, 2010 and 2009 in conformity with generally accepted accounting principles in the United States of America.
 
 The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note 1 to the financial statements, the Company has incurred net losses since inception, which raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustment that might result from the outcome of this uncertainty.
 
 
 
 
 /s/ R.R. Hawkins & Associates International, a PC
 September 28, 2010
 Los Angeles, CA


Corporate Headquarters
 5777 W. Century Blvd., Suite No. 1500
 Los Angeles, CA 90045
 T: 310.553.5707  F: 310.553.5337
 www.rrhawkins.com


F-1





A & J VENTURE CAPITAL GROUP, INC.(Formerly known as Alco Energy Corp.)(A DEVELOPMENT STAGE ENTERPRISE)BALANCE SHEETSJune 30,


June 30,2010


2009ASSETSCURRENT ASSETSCash


$
19,602


$
-Prepaid expenses



7,500



-Deferred Expenses



20,215



-TOTAL CURRENT ASSETS



47,317



-Total Assets


$
47,317


$
-LIABILITIES AND STOCKHOLDERS' (DEFICIT)Accounts payable


$
4,214


$
1,500Accounts payable - Related party


3,000



2,450Shareholder advances



94,775



689TOTAL CURRENT LIABILITIES



101,989



4,638COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS' (DEFICIT)Preferred stock, par value $.0001, 10,000,000shares authorized, 10,000 issued and outstanding


1



-Common stock, par value $.0001, 100,000,000shares authorized, 18,077,500 issued and outstanding - 2010and, 315,000 issued and outstanding - 2009


1,808



3,150Paid in Capital



201,402



67,061(Deficit) accumulated during the development stage


(257,883
)


(74,849
)Total Stockholders' (Deficit)



(54,672
)


(4,638
)Total Liabilities and Stockholders' (Deficit)

$
47,317


$
-











SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS






F-2








A & J VENTURE CAPITAL GROUP, INC.(Formerly known as Alco Energy Corp.)(A DEVELOPMENT STAGE ENTERPRISE)STATEMENTS OF OPERATIONSCumulativefromFebruary 22, 2007For the years ended


(Inception)June 30,


to2010


2009


June 30, 2010REVENUES

$
-


$
-


$
-EXPENSESAmortization


(19,785
)


-



(19,785
)Accounting and Audit fees


(36,891
)


(8,200
)


(55,231
)Consulting Fees


(114,000
)


(1,500
)


(120,500
)Rent expense


(11,270
)


(5,464
)


(19,344
)General and administrative


(1,088
)


(3,957
)


(42,519
)Total expenses


(183,034
)


(19,121
)


(257,379
)Interest Expense


-



-



(504
)NET (LOSS)

$
(183,034
)

$
(19,121
)

$
(257,883
)OTHER COMPREHENSIVE INCOMEForeign exchange gain on translation


-



-COMPREHENSIVE INCOME (LOSS)

$
(183,034
)

$
(19,121
)NET (LOSS) PER SHARE - BASIC

$
(0.06
)

$
(0.06
)WEIGHTED AVERAGE NUMBER OFCOMMON SHARES OUTSTANDING


3,279,583



315,000


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


F-3





A & J VENTURE CAPITAL GROUP, INC.(Formerly known as Alco Energy Corp.)(A DEVELOPMENT STAGE ENTERPRISE)STATEMENTS OF STOCKHOLDERS' DEFICIT(Deficit)AccumulatedDuring thePreferred Stock


Common Stock


Paid-in


DevelopmentShares


Amount


Shares


Amount


Capital


Stage


TotalBalances, at inception


-


$
-



-


$
-


$
-


$
-


$
-Shares issued for cash at $0.000333 per share on June 2007


-



-



150,000



15



4,985







5,000Net (loss) for the period






















(10,611
)


(10,611
)Balances, June 30, 2007


-



-



150,000



15



4,985



(10,611
)


(5,611
)Shares issued for cash at $0.000333 per share on August 1, 2007


-



-



30,000



3



997







1,000Shares issued for cash in a private placement at $0.000333 per share on August 1, 2007, net of offering costs


-



-



135,000



14



29,180







29,193Related party debt contributed to capital


















15,228







15,228Net (loss) for the year






















(45,117
)


(45,117
)Balances, June 30, 2008


-



-



315,000



32



50,390



(55,728
)


(5,307
)Related party debt contributed to capital


















19,790







19,790Net (loss) for the year






















(19,121
)


(19,121
)Balances, June 30, 2009


-



-



315,000



32



70,179



(74,849
)


(4,638
)Shares issued for investor relations services at $0.07 per share on January 6, 2010


-



-



12,500



1



87,499







87,500Preferred Shares Series A issued for consulting services at $1.00 per share on March 1, 2010


10,000



1



-



-



9,999







10,000Shares issued for cash in a private placement at $0.002 per share on May 25, 2010, net of offering costs


-



-



17,750,000



1,775



33,725







35,500Net (loss) for the period






















(183,034
)


(183,034
)Balances, June 30, 2010


10,000


$
1



18,077,500


$
1,808


$
201,402


$
(257,883
)

$
(54,672
)





SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS




F-4







A & J VENTURE CAPITAL GROUP, INC.(Formerly known as Alco Energy Corp.)(A DEVELOPMENT STAGE ENTERPRISE)STATEMENTS OF CASH FLOWSCumulativefromFebruary 22, 2007For the years ended


(Inception)June 30,


to2010


2009


June 30, 2010OPERATING ACTIVITIESNet (loss)

$
(183,034
)

$
(19,121
)

$
(257,883
)Adjustments to reconcile net income (loss) to net cash used by operating activitiesStock issued for services


97,500



-



97,500Depreciation and amortization


19,785



-



19,834Contributed capital


-



19,790



-Changes in operating assets and liabilitiesAccounts payable


2,714



(1,417
)


2,411Accounts payable - Related party


550



749



5,707Prepaid expenses


(7,500
)


-



(7,500
)Deferred Charges


(40,000
)


-



(40,000
)NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES


(109,984
)


(0
)


(179,930
)INVESTING ACTIVITIESPurchase of property and equipment


-



-



(1,622
)NET CASH PROVIDED BY INVESTING ACTIVITIES


-



-



(1,622
)FINANCING ACTIVITIESProceeds from sale of common stock


35,500



-



70,693Proceeds from shareholder loan payable


94,086



-



130,461NET CASH PROVIDED BY FINANCING ACTIVITIES


129,586



-



201,154NET INCREASE (DECREASE) IN CASH


19,602



(0
)


19,602CASH, BEGINNING OF PERIOD


-



-



-CASH, END OF PERIOD

$
19,602


$
(0
)

$
19,602SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIESShareholder advances on behalf of company









$
36,591Property and equipment net of depreciation exchanged for debt










(1,573
)Shareholder's debt contributed to capital










(35,018
)$
-




SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS








F-5
 A & J VENTURE CAPITAL GROUP, INC.
 (FORMERLY ALCO ENERGY CORP.)
 (A Development Stage Enterprise)
 NOTES TO FINANCIAL STATEMENTS
 For the years ended June 30, 2010 and 2009





NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF   SIGNIFICANT ACCOUNTING POLICIES





History, Nature of Operations and Basis of Presentation




A & J Venture Capital Group, Inc. (the Company, we, us, our), formerly known as Alco Energy Corp. and Startale Group, Inc., is in the development stage as defined in Financial Accounting Standards Board Statement No. 7. It is a Nevada corporation, formed February 22, 2007. Since inception it has had no operations. We are in the process of establishing ourselves as a company that will focus its operations on providing consulting to public companies interested in establishing business contacts in China, and brokering business contracts between business partners in the United States and Europe and business partners in China in fulfillment of our business plan. We plan to generate revenue from the commission fees we will charge for establishing the business contracts upon acceptance of them by each party. The Company’s year-end is June 30.




Going Concern





Our financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  We have sustained operating losses in 2010 and 2009.





As of June 30, 2010 we have a working capital deficit of $54,672, stockholders’ deficit of $54,672 and accumulated deficit of $257,883. During 2010 we had a net loss of $183,034 and cash used in operating activities of $109,984. The Company’s ability to continue in existence is dependent on its ability to develop additional sources of capital, and/or achieve profitable operations and positive cash flows. Management’s plan is to aggressively pursue its present business plan. Since inception we have funded our operations through the issuance of common stock and related party loans and advances, and will seek additional debt or equity financing as required. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.





Cash Equivalents





We consider all highly liquid investments with the original maturities of three months or less to be cash equivalents.





Income Taxes





Income taxes are provided for using the liability method of accounting. A deferred tax asset or liability is recorded for all temporary difference between financial and tax reporting. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.  Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to more likely than not be realized in future tax returns. Tax law and rate changes are reflected in income in the period such changes are enacted.





Earnings (loss) Per Common Share





Loss per common share has been calculated based upon the weighted average number of common shares outstanding during the period in accordance with the Statement of Financial Accounting Standards Statement No. 128, “Earnings per Share”.





F-6
 A & J VENTURE CAPITAL GROUP, INC.
 (FORMERLY ALCO ENERGY CORP.)
 (A Development Stage Enterprise)
 NOTES TO FINANCIAL STATEMENTS
 For the years ended June 30, 2010 and 2009





NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF   SIGNIFICANT ACCOUNTING POLICIES - continued





Reclassifications





Certain amounts in the 2009 financial statements have been reclassified to conform to the 2010 presentation.





Fair Value of Financial Instruments




Statement of Financial Accounting Standards No. 107, disclosures about fair value of financial instruments, defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying values of the Company’s financial instruments consist of cash at fair market value.





Use of Estimates in the Preparation of Financial Statements





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





Foreign Currency Translation





The financial statements are presented in United States dollars.  In accordance with Statement of Financial Accounting Standards No. 52, “Foreign Currency Translation”, since the functional currency of the Company is U.S. dollars; the foreign currency financial statements of the Company’s subsidiaries are re-measured into U.S. dollars.  Monetary assets and liabilities are re-measured using the foreign exchange rate that prevailed at the balance sheet date.  Revenue and expenses are translated at weighted average rates of exchange during the year and stockholders’ equity accounts and furniture and equipment are translated by using historical exchange rates.  Any re-measurement gain or loss incurred is reported in the income statement.





Recently Issued Accounting Standards





Below is a listing of the most recent accounting standards and their effect on the Company.





In June 2009, the Financial Accounting Standards Board (FASB) issued FASB ASC 860-10, “Transfers and Servicing”. FASB ASC 860-10 amends the criteria for a transfer of a financial asset to be accounted for as a sale, redefines a participating interest for transfers of portions of financial assets, eliminates the qualifying special-purpose entity concept and provides for new disclosures. FASB ASC 860-10 is effective for the Company beginning in 2010. Should the Company’s accounts receivable securitization programs not qualify for sale treatment under the revised rules, future securitization transactions entered into would be classified as debt and the related cash flows would be reflected as a financing activity. The Company is currently assessing the impact of the standard on its securitization programs.





In August 2009, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2009-05, “Fair Value Measurements and Disclosures (Topic 820): Measuring Liabilities at Fair Value”. The guidance provided in this update is effective for the first reporting period beginning after issuance. The adoption of this statement has had no material effect on the Company’s financial condition or results of operations.





In September 2009, the Financial Accounting Standards Board (FASB) issued ASU 2009-12, “Fair Value Measurements and Disclosures” (Topic 820): Investments in Certain Entities That Calculate Net Asset Value Per Share (or Its Equivalent).This update provides amendments to subtopic 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). The amendments in this update are effective for interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued. The adoption of this update will have no material effect on the Company’s financial condition or results of operations.





F-7
 A & J VENTURE CAPITAL GROUP, INC.
 (FORMERLY ALCO ENERGY CORP.)
 (A Development Stage Enterprise)
 NOTES TO FINANCIAL STATEMENTS
 For the years ended June 30, 2010 and 2009





NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF   SIGNIFICANT ACCOUNTING POLICIES- continued





In January 2010, the FASB issued Accounting Standards Update (ASU) 2010-01, “Equity (Topic 505-10): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force)”.  This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. This standard is effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis.  The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.





InJanuary 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2010-02, “Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary”.  This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP.  It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP.  An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10).  For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160.  The Company does not expect the provisions of ASU 2010-02 to have a material effect on the financial position, results of operations or cash flows of the Company.




In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2010-6, “Improving Disclosures about Fair Value Measurements.” This update requires additional disclosure within the roll forward of activity for assets and liabilities measured at fair value on a recurring basis, including transfers of assets and liabilities between Level 1 and Level 2 of the fair value hierarchy and the separate presentation of purchases, sales, issuances and settlements of assets and liabilities within Level 3 of the fair value hierarchy. In addition, the update requires enhanced disclosures of the valuation techniques and inputs used in the fair value measurements within Levels 2 and 3. The new disclosure requirements are effective for interim and annual periods beginning after December 15, 2009, except for the disclosure of purchases, sales, issuances and settlements of Level 3 measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010. As ASU 2010-6 only requires enhanced disclosures, the Company does not expect that the adoption of this update will have a material effect on its financial statements.




NOTE 2 – INCOME TAXES




The net operating loss carryforward is the only component of deferred tax assets for income tax purposes as of June 30, 2010, of approximately $38,682 which was reduced to zero after considering the valuation allowance of $38,682, since there is no assurance of future taxable income.





The net operating loss carryforward as of June 30, 2010 expires as follows:





Expiring Year

Amount2027

$
10,6112028


45,1172029


19,1212030


183,034Total

$
257,883





These loss carryovers could be limited under the Internal Revenue Code should a significant change in ownership occur.





F-8
 A & J VENTURE CAPITAL GROUP, INC.
 (FORMERLY ALCO ENERGY CORP.)
 (A Development Stage Enterprise)
 NOTES TO FINANCIAL STATEMENTS
 For the years ended June 30, 2010 and 2009





NOTE 2 – INCOME TAXES- continued





The following is an analysis of deferred tax assets as of June 30, 2010:




Deferred



ValuationTax Assets



Allowance



BalanceDeferred tax assets at June 30, 2009

$
11,227


$
11,227


$
-0-Additions for the year


27,455



( 27,455
)


0-Deferred tax assets at June 30, 2010

$
38,682


$
( 38,682
)

$
-0-









2010


2009Expected income tax (benefit) atFederal statutory tax rate -15%

$
( 27,455
)

$
(2,868
)Permanent differences


- 0 -



- 0 -Valuation allowance


27,455



2,868Income tax expense

$
- 0 -


$
- 0 -








Since no income tax returns have been filed as of June 30, 2010, all unfiled years are subject to examination by taxing authorities. We currently have no uncertainty of the tax positions that we have taken and believe that we can defend them to any tax jurisdiction.





NOTE 3 - COMMITMENTS AND CONTINGENCIES





Income Tax Returns





No income tax returns have been filed since inception, nor is there any income tax liability associated with such returns.





Operating Leases





Beginning June 1, 2009, we leased office space from our current President under a non-cancelable operating lease; previous to this we leased office space on a month to month basis.  Rent expense was $11,270 and $5,464 for the years ended June 30, 2010 and 2009, respectively.  Future commitments pursuant to non-cancelable operating leases as of June 30, 2009 are set forth below:





2011 $ 1,900





During the year ended June 30, 2009, we consummated a new operating lease for office space. Below is a table describing the terms of the lease the amounts of which are incorporated in the above table:




Location
Start Date
End Date

Monthly base rentHeidelberg, Germany
June 1, 2009
May 31, 2010

$
950





During the year ended June 30, 2009, we also paid rent on a monthly basis for office space. Below is a table describing the terms of the lease the amounts of which are incorporated in the above table:




Location
Start Date
End Date

Monthly base rentToronto, Canada
June 1, 2008
May 31, 2009

$
411


F-9
 A & J VENTURE CAPITAL GROUP, INC.
 (FORMERLY ALCO ENERGY CORP.)
 (A Development Stage Enterprise)
 NOTES TO FINANCIAL STATEMENTS
 For the years ended June 30, 2010 and 2009





NOTE 3 - COMMITMENTS AND CONTINGENCIES - continued





Joint Venture Agreement





On January 10, 2010, we entered into a joint venture with an unrelated third party to form a new company called “A&J Brewery Ltd.” After the new company is set up we will own 50% of the common stock. We will jointly operate the new venture with the third party, who will be mainly responsible for the marketing, exporting, production, and management of the plant. We will be responsible for the business expansion and funding for the new venture. The new venture will have a calendar fiscal year, and will follow all local regulations. After the payment of all taxes the profit and losses will be distributed according to shareholdings. The joint venture can be dissolved by either party, or because of serious loss, and the governing law shall be the laws of Hong Kong. As of June 30, 2010, the Agreement was never formalized and was never executed; as such it is not in force and is void.





NOTE 4 – EQUITY TRANSACTIONS





Reverse Stock Split





On May 4, 2010, the Company elected to execute a 1 for 100 stock split of the outstanding common shares.  The numbers of common shares issued and outstanding in these financial statements have been restated to give effect to this stock split, when it is approved by regulatory agencies and executed.





Increase in Authorized Shares of Common and Preferred Stock





On February 18, 2010, our board of directors (“BOD”) approved an amendment to our articles of incorporation to authorize us to issue two classes of stock and to increase the authorized shares and par value. One class of shares shall be designated as common stock, par value $0.0001 and the total number of common shares which this Corporation is authorized to issue is 100,000,000. Previously, our common shares of stock were par value of $0.001, and total authorized was 75,000,000. The other class of shares shall be designated as preferred stock, par value $0.0001 and the total number of preferred shares which we are authorized to issue is 10,000,000. The holders of the preferred stock shall such rights, preferences and privileges as may be determined by the BOD prior to the issuance of such shares. The preferred stock may be issued in such series as are designated by the BOD and the BOD may fix the number of authorized shares of preferred stock for each series and the rights preferences and privileges of each series of preferred stock. The amendment was approved by the board of directors and by a majority of the shareholders.  The amendment was filed with the Secretary of State of Nevada and became effective on February 19, 2010. The effect of this amendment has been reflected in the accompanying financial statements, and Stockholders’ Statement of Deficit.





Preferred Stock – Series A





On February 26, 2010, we filed with the Secretary of State of the State of Nevada a Certificate of Designation of Series A Preferred Stock (the "Certificate of Designations") designating ten thousand (10,000) of the Company's previously authorized preferred stock.





The 10,000 Series A Preferred Stock shall have an aggregate voting power of 45% of the combined voting power of the entire Company’s shares, Common Stock and Preferred Stock as long as the Company is in existence. Each holder of the Series A Preferred Stock shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled, notwithstanding any provision hereof, to notice of any stockholders’ meeting in accordance with the by-laws of the Company, and shall be entitled to vote, together with holders of Common Stock, with respect to any question upon which holders of Common Stock have the right to vote.





F-10
 A & J VENTURE CAPITAL GROUP, INC.
 (FORMERLY ALCO ENERGY CORP.)
 (A Development Stage Enterprise)
 NOTES TO FINANCIAL STATEMENTS
 For the years ended June 30, 2010 and 2009





NOTE 4 – EQUITY TRANSACTIONS - continued





Without the vote or consent of the holders of at least a majority of the shares of Series A Preferred Stock then outstanding, the Company may not (i) authorize, create or issue, or increase the authorized number of shares of, any class or series of capital stock ranking prior to or on a parity with the Series A Preferred Stock, (ii) authorize, create or issue any class or series of common stock of the Company other than the Common Stock, (iii) authorize any reclassification of the Series A Preferred Stock, (iv) authorize, create or issue any securities convertible into or exercisable for capital stock prohibited by (i) or (ii), (v) amend this Certificate of Designations or (vi) enter into any merger or reorganization, or disposal of assets involving 20% of the total capitalization of the Company.





Subject to the rights of the holders of any other series of Preferred Stock ranking senior to or on a parity with the Series A Preferred Stock with respect to liquidation and any other class or series of capital stock of the Company ranking senior to or on a parity with the Series A Preferred Stock with respect to liquidation, in the event of any liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, the holders of record of the issued and outstanding shares of Series A Preferred Stock shall be entitled to receive, out of the assets of the Company available for distribution to the holders of shares of Series A Preferred Stock, prior and in preference to any distribution of any of the assets of the Company to the holders of Common Stock and any other series of Preferred Stock ranking junior to the Series A Preferred Stock with respect to liquidation.





The holders of the Series A Preferred Stock shall not be entitled to receive dividends per share of Series A Preferred Stock.  The Company shall have no rights to redeem Series A Preferred Stock.





Stock Based Compensation





On January 6, 2010, we granted and approved the issuance of 1,250,000 shares restricted Common Shares at $0.07 per share to our investor relations firm for investment relation services rendered to us by them.





Related Party Debt Contributed To Capital





Our previous President contributed outstanding debt to capital during the year ended June 30, 2009 in the amount of $19,790. During the year ended June 30, 2009, our former President contributed $19,790 for advances owed to him by the Company, including $2,390 from 2008 and additional advances in 2009 of $17,400.





NOTE 5 – RELATED PARTY TRANSACTIONS AND BALANCES





Since we did not have a bank account, we were advanced funds for our overhead and operating expenses by our former President since our inception, February 22, 2007. During the year ended June 30, 2009, the former President was credited with various incurred general and administration fees of $17,400.





For the year ended June 30, 2009, our current President was credited with advancing $689 for corporate fees. We also accrued $1,500 for consulting fees and $950 for rent for our office space, as further described in Note 3, for the same officer. As of June 30, 2009 we owed our President $2,450 in accounts payable – related party, and $689 in shareholder advances.





For the year ended June 30, 2010, we paid $13,500 and accrued $16,500 for consulting fees for our President. We also paid $11,270 rent for our office space in Heidelberg, Germany, to the same officer. As of June 30, 2010, we owed our President $10,649 in shareholder advances. On July 2, 2009, we received an advance of $84,126 from our President in connection with a non-collateralized note payable. The note is payable on demand and bears no interest, and is therefore classified as a current liability.





On March 1, 2010, we granted and issued our President 10,000 series A preferred stock shares with a value of $10,000 for consulting services rendered, and the expense is included in consulting fees in the statements of operations. (Note 4)





F-11
 A & J VENTURE CAPITAL GROUP, INC.
 (FORMERLY ALCO ENERGY CORP.)
 (A Development Stage Enterprise)
 NOTES TO FINANCIAL STATEMENTS
 For the years ended June 30, 2010 and 2009





NOTE 6 – SUBSEQUENT EVENTS





The Company evaluated its June 30, 2010 financial statements for subsequent events through the date the financial statements were issued. The Company found the below subsequent events which would require recognition or disclosure in the financial statements.





Resignation and appointment of officers and directors





On August 18, 2010, our President, Chief Financial Officer, and Director resigned, prior to their resignation they appointed a replacement Director to serve as our Board of directors, and our sole officer until further members and officers are elected.





Reverse stock split





As previously discussed in Note 4, as of this filing we are awaiting approval of the reverse split of our common stock in the ratio of 1 share for 100 shares, this will be executed as soon as approval is granted. The effect of this transaction has been shown on the accompanying financials.


































F-12





ITEM 9A - EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES





Disclosure controls and procedures





We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure. In connection with the preparation of this Annual Report on Form 10-K, our management carried out an evaluation, under the supervision and with the participation of our CEO and CFO, as of June 30, 2010, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) under the Exchange Act.  Based upon this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of June 30, 2010.





Management’s Annual Report on Internal Control over Financial Reporting





Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.  Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that: pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.





Management has conducted an assessment of the effectiveness of our internal control over financial reporting as of June 30, 2010. In making its assessment of internal control over financial reporting, management used the criteria in  Internal Control — Integrated Framework  issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).  Based on this assessment, management has concluded that, as of June 30, 2010, the Company’s internal control over financial reporting was effective.





This annual report does not include an attestation report of our registered public accounting firm regarding our internal control over financial reporting.  Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permits us to provide only management’s report in this annual report.





Changes in Internal Control over Financial Reporting





As described above there have been no changes in our internal control over financial reporting as defined in Rules 13a – 15(f) and 15d – 15(f) under the Exchange Act during the year ended June 30, 2009 that our certifying officers concluded materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.








ITEM 9B. - OTHER INFORMATION





None.





16


PART III





ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT





Executive Officers and Directors





Below are the names and certain information regarding the Company’s executive officers and directors:




Name:

Age

TitleAntal Markus

52

Director, CEO and CFO





Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified.





Currently, directors are not compensated for their services, although their expenses in attending meetings are reimbursed. Officers are elected by the Board of Directors and serve until their successors are appointed by the Board of Directors. Biographical resumes of each officer and director are set forth below.





On August 19, 2010, Andi Klimm resigned all of his director and officer positions.





On August 18, 2010, Antal Markus was appointed as CEO, Secretary, CFO.





Antal Markus, Director





Mr. Antal Markus has over 20 years of experience in the United States American financial markets. He has been involved in numerous mergers and acquisitions and has successfully listed companies on the Vancouver Stock Exchange.  Mr. Markus has served as an officer and director of numerous publicly traded US companies.  Mr. Markus has broad knowledge and experience in  the inner workings of the US Stock Markets and his wide network of companies looking for investments are an indispensable resource for the company.





Board Committees





The Company currently has not established any committees of the Board of Directors.





Compliance with Section 16(a) of the Exchange Act





Our common stock is not registered pursuant to Section 12 of the Exchange Act. Accordingly, our officers, directors and principal shareholders are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.





Code of Ethics and Conduct





We currently have a Code of Ethics pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 and has been filed as Exhibit 14.1 to the Form 10-K. The Code will be designed to deter wrongdoing and to promote:





·
Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;




·
Full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the SEC, and in other public communications that we made;




·
Compliance with applicable governing laws, rules and regulations;




·
The prompt internal reporting of violations of the Code to the appropriate person or persons; and




·
Accountability for adherence to this Code.










17





ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT - continued





This Code will require the highest standard of ethical conduct and fair dealing of its Chief Financial Officers. While this policy is intended to only cover the actions of our chief executive office as required under Sarbanes-Oxley, we expect that our other officers, directors and employees will also review the Code and abide by its provisions. We believe that our reputation is a valuable asset and must continually be guarded by all associated with us so as to earn the trust, confidence and respect of our suppliers, customers and stockholders.





Our Chief Executive Officer is committed to conducting business in accordance with the highest ethical standards. Our Chief Executive Officer must comply with all applicable laws, rules and regulations. Furthermore, our Chief Executive Officer must not commit an illegal or unethical act, or instruct or authorize others to do so.





Corporate Governance





There have not been any material changes to the procedures by which security holders may recommend nominees to the registrant's board of directors.





We do not have a financial expert serving on our audit committee due its limited operations and available cash.





ITEM 11 - EXECUTIVE COMPENSATION




There was no compensation given to Antal Markus or Andreas Klimm, our prior CEO, for the past two fiscal years. No other executive officers earned more than $100,000 per year at the end of the last completed fiscal year.





Mr. Klimm served as sole officer until August 19, 2010 at which time Mr. Markus was appointed sole officer. We do not have any other executive officers.





Employment Agreements


We presently do not have any employment agreements or other compensation arrangements with Mr. Antal Markus.





Compensation of Directors


We do not pay our directors any fees or other compensation for acting as directors. We have not paid any fees or other compensation to any of our directors for acting as directors to date.


Stock Option Grants


We did not grant any stock options to any of our directors and officers during our most recent fiscal year ended June 30, 2010. We have not granted any stock options to any of our directors and officers since the end of our most recent fiscal year on June 30, 2010.


Exercises of Stock Options and Year-End Option Values


None of our directors or officers exercised any stock options (i) during our most recent fiscal year ended June 30, 2010, or (ii) since the end of our most recent fiscal year on June 30, 2010.


Outstanding Stock Options


None of our directors or officers held any options to purchase any shares of our common stock.








18





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





The following table sets forth information regarding the beneficial ownership of our common stock on June 30, 2010 (after giving effect to the above transaction) based on  18,077,500 shares outstanding on such date, by (i) each person known by us to be the beneficial owner of more than five percent (5%) of our outstanding shares of common stock, (ii) each of our directors, (iii) each of our executive officers, and (iv) by our directors and executive officers as a group. Each person named in the table, has sole voting and investment power with respect to all shares shown as beneficially owned by such person and can be contacted at our address as indicated below.





Title of Class
Name of

Beneficial Owner

Shares of

Common Stock


Percent of ClassCommon Stock
Antal Markus (1)

23890 Copper Hill Drive #206

Valencia CA 91354


2,367,500



13.09
%Common Stock
Andreas Klimm (2)

Sickingenstrasse 18

Heidelberg Germany 69126


180,000



1.00
%Common Stock
Directors and Officers


2,547,500



14.09
%


(1)
Officer, director.  Of the shares noted, 360,000 shares are owned by Mr. Markus’ wife.   Of these shares, 18,000,000 shares were acquired from our previous president, Andreas Klimm, in September, 2010.


(2)
Mr. Klimm resigned in September, 2010 and returned his 1800,000 shares to the treasury along with the 10,000 shares of Series A Preferred Stock, which shares were subsequently canceled.





Changes in Control




On September 18, 2010 we entered in a binding letter of agreement with our former President to let him retain the active business contacts, contracts and assets of the Company’s present business plan in exchange for his returning 10,000 shares of series “A” preferred stock he was issued in January 2010 for cancellation and 180,000 shares of common stock for cancellation. As part of this agreement, our previous President contributed outstanding debt owed to him of $95,312 including advances of $94,775 and $537 in accounts payable – related party.  The Company has canceled the 10,000 Series A Preferred Stock that were issued and there are presently no shares of Series A Preferred Stock issued and outstanding.  The Company also canceled the 180,000 shares previously owned by Mr. Klimm and returned those shares to the treasury.


There are currently no arrangements which may result in a change in control of the Company.





ITEM 13 - CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE





Certain Relationships and Related Transactions





Our previous President contributed outstanding debt to capital during the year ended June 30, 2009 in the amount of $19,790. During the year ended June 30, 2009, our former President contributed $19,790 for advances owed to him by the Company, including $2,390 from 2008 and additional advances in 2009 of $17,400.





Since we did not have a bank account, we were advanced funds for our overhead and operating expenses by our former President since our inception, February 22, 2007. During the year ended June 30, 2009, the former President was credited with various incurred general and administration fees of $17,400.





For the year ended June 30, 2009, our current President was credited with advancing $689 for corporate fees. We also accrued $1,500 for consulting fees and $950 for rent for our office space, as further described in Note 3, for the same officer. As of June 30, 2009 we owed our President $2,450 in accounts payable – related party, and $689 in shareholder advances.








19





ITEM 13 - CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE - continued





For the year ended June 30, 2010, we paid $13,500 and accrued $16,500 for consulting fees for our President. We also paid $11,270 rent for our office space in Heidelberg, Germany, to the same officer. As of June 30, 2010, we owed our President $10,649 in shareholder advances. On July 2, 2009, we received an advance of $84,126 from our President in connection with a non-collateralized note payable. The note is payable on demand and bears no interest, and is therefore classified as a current liability.





On March 1, 2010, we granted and issued our President 10,000 Series A Preferred Shares with a value of $10,000 for consulting services rendered, and the expense is included in consulting fees in the statements of operations.





Beginning June 1, 2009, we leased office space from our current President under a non-cancelable operating lease; previous to this we leased office space on a month to month basis.  Rent expense was $11,270 and $5,464 for the years ended June 30, 2010 and 2009, respectively.




On September 18, 2010 we entered in a binding letter of agreement with our former President to let him retain the active business contacts, contracts and assets of the Company’s present business plan in exchange for his returning 10,000 shares of series “A” preferred stock he was issued in January 2010 for cancellation and 180,000 shares of common stock for cancellation. As part of this agreement, our previous President contributed outstanding debt owed to him of $95,312 including advances of $94,775 and $537 in accounts payable – related party.  The Company has canceled the 10,000 Series A Preferred Stock that were issued and there are presently no shares of Series A Preferred Stock issued and outstanding.




Director Independence





We are not subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the board of directors be “independent” and, as a result, we are not at this time required to have our Board comprised of a majority of “Independent Directors.”





ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES.





Audit Fees





The aggregate fees billed to us by our principal accountant for services rendered during the fiscal years ended June 30, 2010 and June 30, 2009 are set forth in the table below:





Fee Category

Fiscal year ended June 30, 2010

Fiscal year ended June 30, 2009Audit fees (1)

$


$
7,140Audit-related fees (2)


12,000


0Tax fees (3)


2,000


0All other fees (4)


0


0Total fees

$
14,000

$
7,140





(1)
Audit fees consists of fees incurred for professional services rendered for the audit of consolidated financial statements, for reviews of our interim consolidated financial statements included in our quarterly reports on Form 10-QSB and for services that are normally provided in connection with statutory or regulatory filings or engagements.




(2)
Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our consolidated financial statements, but are not reported under “Audit fees.”




(3)
Tax fees consist of fees billed for professional services relating to tax compliance, tax planning, and tax advice.




(4)
All other fees consist of fees billed for all other services.





Audit Committee’s Pre-Approval Practice
 
 Insomuch as we do not have an audit committee, our board of directors performs the functions of an audit committee. Section 10A(i) of the Exchange Act prohibits our auditors from performing audit services for us as well as any services not considered to be “audit services” unless such services are pre-approved by the board of directors (in lieu of the audit committee) or unless the services meet certain de minimis standards.





20





PART IV








ITEM 15 - EXHIBITS





The following Exhibits are being filed with this Annual Report on Form 10K:





ExhibitNumber

Description of Exhibit3.1(1)


Articles of Incorporation3.2(1)


By-Laws3.3(2)


Certificate of Amendment, as filed with the Nevada Secretary of State31.1


Section 302 Certification of Chief Executive Officer31.2


Section 302 Certification of Chief Financial Officer32.1


Section 906 Certification of Chief Executive Officer32.2


Section 906 Certification of Chief Financial Officer







(1)
Filed as an exhibit to our registration statement on Form SB-2 filed with the Commission on October 2, 2007.(2)
Filed as an exhibit to our Form 8-K filed with Commission on June 6, 2008.





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, in the City of Kelowna, British Columbia, on February 15, 2011 .










A & J VENTURE CAPITAL GROUP, INC.By:
/s/ Antal MarkusAntal MarkusChief Executive Officer





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 indicated on February 15, 2011 .




By:
/s/ Antal MarkusAntal MarkusDirector, Chief Executive OfficerChief Financial Officer (Principal FinancialOfficer), Treasurer, Principal Accounting Officer, Secretary










21