UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C.  20549








FORM 10-Q





(Mark One)





x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2010





OR





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





FOR THE TRANSITION FROM _______ TO ________.





COMMISSION FILE NUMBER: 333-146441





A&J VENTURE CAPITAL GROUP INC.


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




Nevada
75-3260541(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer ID No.)23890 Copper Hill Drive #206, Valencia CA
91354(Address of principal executive offices)
(Zip code)




Issuer's telephone number: (661) 414-7125





N/A


(Former name, former address and former fiscal year, if changed since last report.)





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





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x





As of February 11, 2011, 32,897,500 shares of the Registrant's Common Stock were issued and outstanding.





Transitional Small Business Disclosure Format: Yes o No x










1


A&J VENTURE CAPITAL GROUP, INC.





TABLE OF CONTENTS





Page No.PART I
FINANCIAL INFORMATIONITEM 1
Condensed Financial StatementsCondensed Balance Sheets as of December 31, 2010 (unaudited) and June 30, 2010
3Unaudited Condensed Statements of Operations for the three and six months ended December 31, 2010 and 2009, cumulative during development stage from February 22, 2007 (inception) through December 31, 2010
4Unaudited Condensed Statements of Cash Flows for the six months ended December 31, 2010 and 2009, and cumulative during development stage from February 22, 2007 (inception) through December 31, 2010
5Notes to Condensed Financial Statements (unaudited)
6ITEM 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
8ITEM 3
Quantitative and Qualitative Disclosures about Market Risk
10ITEM 4T
Controls and Procedures
13PART II
OTHER INFORMATIONITEM 2
Unregistered Sales of Equity Securities and Use of Proceeds
11ITEM 6
Exhibits
11SIGNATURE

12


























2







A & J VENTURE CAPITAL GROUP, INC.(Formerly known as Alco Energy Corp.)(A DEVELOPMENT STAGE ENTERPRISE)CONDENSED BALANCE SHEETSDecember 31,


June 30,2010


2010(unaudited)ASSETSCURRENT ASSETSCash

$
-


$
19,602Prepaid expenses


-



7,500Deferred Expenses


10,215



20,215TOTAL CURRENT ASSETS


10,215



47,317Total Assets

$
10,215


$
47,317LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT LIABILITIESAccounts payable

$
15,056


$
4,214Accounts payable - related party


15,000



3,000Shareholder advances


15,646



94,775TOTAL CURRENT LIABILITIES


45,702



101,989COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS' EQUITY (DEFICIT)Preferred stock, par value $.0001, 10,000,000shares authorized, none issued and outstanding – December 31, 2010,100 issued and outstanding – June 30, 2010


-



1Common stock, par value $.0001, 100,000,000shares authorized, 32,897,500 issued and outstanding – December 31, 201018,077,500 issued and outstanding – June 30, 2010


3,290



1,808Paid in Capital


325,233



201,402(Deficit) accumulated during the development stage


(364,010
)


(257,883
)Total Stockholders' Equity (Deficit)


(35,487
)


(54,672
)Total Liabilities and Stockholders' Equity (Deficit)

$
10,215


$
47,317

















The accompanying notes are an integral part of the financial statements






3






A & J VENTURE CAPITAL GROUP, INC.(Formerly known as Alco Energy Corp.)(A DEVELOPMENT STAGE ENTERPRISE)CONDENSED STATEMENTS OF OPERATIONS(unaudited)CumulativefromFebruary 22, 2007For the three months ended


For the six months ended


(Inception)December 31,


December 31,


to2010


2009


2010


2009


December 31, 2010REVENUES

$
-


$
-


$
-


$
-


$
-EXPENSESAmortization


5,000



5,000



10,000



9,785



29,785Accounting, Audit, and Legal fees


23,755



17,455



42,283



19,165



97,514Consulting Fees


15,000



4,500



45,000



9,000



165,500Rent expense


(0
)


2,972



1,722



5,827



21,067General and administrative


4,275



468



7,122



(989
)


49,641Total expenses


48,030



30,395



106,127



42,788



363,507Interest Expense


-



-



-



-



504NET (LOSS)

$
(48,030
)

$
(30,395
)

$
(106,127
)

$
(42,788
)

$
(364,011
)OTHER COMPREHENSIVE INCOMEForeign exchange gain on translation


-



-



-



-COMPREHENSIVE INCOME (LOSS)

$
(48,030
)

$
(30,395
)

$
(106,127
)

$
(42,788
)NET (LOSS) PER SHARE - BASIC


*


$
(0.10
)


*


$
(0.14
)WEIGHTED AVERAGE NUMBER OFCOMMON SHARES OUTSTANDING


32,897,500



315,000



27,957,500



315,000*  less than $(.01) per share
























































The accompanying notes are an integral part of the financial statements







4





A & J VENTURE CAPITAL GROUP, INC.(Formerly known as Alco Energy Corp.)(A DEVELOPMENT STAGE ENTERPRISE)CONDENSED STATEMENTS OF CASH FLOWS(unaudited)CumulativefromFebruary 22, 2007For the six months ended


(Inception)December 31,


to2010


2009


December 31, 2010OPERATING ACTIVITIESNet (loss)

$
(106,127
)

$
(42,788
)

$
(364,010
)Adjustments to reconcile net income (loss) to net cash used byoperating activitiesStock issued for services


30,000



-



127,500Depreciation and amortization


10,000



9,785



29,834Changes in operating assets and liabilitiesAccounts payable


10,842



1,827



13,254Accounts payable - Related party


12,537



(2,450
)


18,244Prepaid expenses


7,500



(2,853
)


-Deferred Charges


-



(40,000
)


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


(35,248
)


(76,479
)


(215,178
)INVESTING ACTIVITIESPurchase of property and equipment


-



-



(1,622
)NET CASH (USED BY) INVESTING ACTIVITIES


-



-



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


-



-



70,693Proceeds from shareholder advances


15,646



92,126



146,107NET CASH PROVIDED BY FINANCING ACTIVITIES


15,646



92,126



216,800NET INCREASE (DECREASE) IN CASH


(19,602
)


15,647



0CASH, BEGINNING OF PERIOD


19,602



-



-CASH, END OF PERIOD

$
-


$
15,647


$
0SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIESShareholder advances on behalf of company

$
95,312






$
131,903Property and equipment net of depreciation exchanged for debt


-







(1,573
)Account payable - related party contributed to capital


(537
)






(537
)Shareholder's debt contributed to capital


(94,775
)






(129,793
)$
-






$
-














The accompanying notes are an integral part of the financial statements








5
 A & J VENTURE CAPITAL GROUP, INC.
 (FORMERLY ALCO ENERGY CORP.)
 (A Development Stage Enterprise)
 NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
 For the six months ended December 31, 2010 and 2009
 (Unaudited)





NOTE 1 - BASIS OF PRESENTATION





In the opinion of management, the accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company’s financial position as of December 31, 2010 and the results of its operations and cash flows for the three and six months ended December 31, 2010 and 2009 have been made.  Operating results for the six months ended December 31, 2010 are not necessarily indicative of the results that may be expected for the year ended June 30, 2011.





These condensed financial statements should be read in conjunction with the financial statements and notes for the years ended June 30, 2010, thereto contained in the Company’s Form 10-K.








NOTE 2 – 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 since inception.





As of December 31, 2010 we have a working capital deficit of $35,487, and accumulated deficit of $364,010. During the period ending December 31, 2010 we had a net loss of $106,127 and cash used in operating activities of $35,248. 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.








NOTE 3 – RECENTLY ISSUED ACCOUNTING STANDARDS





We have examined all recent accounting pronouncements and believe that none of them will have a material impact on the financial statements of our company.








NOTE 4 – RELATED PARTY TRANSACTIONS AND BALANCES





Resignation and appointment of officers and directors





On August 18, 2010, our President, Chief Financial Officer, and Director resigned. Prior to his resignation, he appointed a replacement Director to serve as our Board of Directors, and our sole officer until further members and officers are elected. On September 30, 2010, we issued 7,500,000 shares of our restricted common stock to our new officer and director for agreeing to serve our Company in that capacity, valued at $.002 per share for a total expense of $15,000 which is reflected in consulting fees.








Related party transactions





For the six month period ended December 31, 2010 and 2009, we accrued $-0- and $9,000, respectively, for consulting fees for our previous President. For the six month period ended December 31, 2010 and 2009, we also paid $1,722 and $5,827, respectively, rent for our office space in Heidelberg, Germany, to the same officer. As of December 31, 2010 and 2009, we owed our previous President $-0- and $-0- in accounts payable – related party, and $-0- and $92,815 in shareholder advances. As a result of the below letter of intent our former President closed our bank account in Germany, and retained the balance as payment towards his consulting fees balance owed of $3,000, the payment made to him against this balance was $2,463, leaving a balance of $537 which was contributed to capital.





For the period ended December 31, 2010, we incurred consulting fees for our current President in the amount of $5,000 per month for a total of $30,000 in consulting expense. On September 30, 2010, we issued 7,500,000 shares of restricted common stock as payment of $15,000, valued at a share price of $.002, and have a balance owed of $15,000 which is reflected in accounts payable – related party.








Binding letter of intent





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 100 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.





6
 A & J VENTURE CAPITAL GROUP, INC.
 (FORMERLY ALCO ENERGY CORP.)
 (A Development Stage Enterprise)
 NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
 For the six months ended December 31, 2010 and 2009
 (Unaudited)


NOTE 4 – RELATED PARTY TRANSACTIONS AND BALANCES - continued





Shareholder advances





In period ended December 31, 2010, our current President paid operating bills totaling $15,646. These payments are recorded as a shareholder’s advances and are on a non-collateralized, non-interest bearing due on demand basis.








NOTE 5 – STOCKHOLDER’S EQUITY





Stock Shares – Authorized





The Company has 100,000,000 common shares authorized at a par value of $0.0001 per share and 10,000,000 shares of preferred stock, par value $0.0001 per share.  All common stock shares have equal voting rights, are non-assessable and have one vote per share.  Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all the directors of the Company. There are currently no designated classes of preferred shares. As of the period ended December 31, 2010 and June 30, 2010, there were 32,897,500 and 18,077,500 shares of our common stock issued and outstanding, respectively. As of the period ended December 31, 2010 and June 30, 2010, there were -0- and 100 shares of our preferred stock issued and outstanding, respectively.








Reverse stock split





In May 2010 the Company’s Board of Directors and a majority of the shareholders approved 100-1 reverse stock split.  In accordance with GAAP, this event has been reflected retroactively in the financial statements.








NOTE 6 – SUBSEQUENT EVENTS





Change of Auditors





On January 4, 2011, we terminated the engagement of R.R. Hawkins and Associates, an independent registered public accounting firm, as our auditors, and on January 5, 2011, we engaged the services of Farber Hass Hurley LLP, an independent registered public accounting firm, as our new auditors.







Asset Purchase Agreement




On January 20, 2011, we entered into an Asset Purchase Agreement (the “Agreement”) with 0875505 B.C. Ltd. (“0875505 BC”), a British Columbia, Canada company.  The Agreement provides for us to acquire multiple patents and trademarks acquired by 0875505 BC through a receivership proceeding of Adiri, Inc. (Adiri”). Adiri was granted the initial patents and trademarks.  These patents and trademarks relate to a baby bottle and related components that 0875505 BC has expended approximately $1,500,000 in cash in acquiring and further development.  As part of the Agreement, the Company is to also receive  $100,000 in cash, a note receivable in the amount of $30,000,   and resin  and will assume accounts payable of approximately $27,500 and assumed an executory contract with a plastics manufacturer.  In exchange, we will issue 35,000,000 shares of our common stock, par value $.001, post-split.  We anticipate closing the transaction during the current fiscal quarter which ends March 31, 2011.  As a condition to closing of the transaction, we must implement our previously authorized 100-to-1 reverse stock split (Note 5) and change the Company’s name to “ReliaBrands, Inc.”









7





ITEM 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations





You should read this section in conjunction with our financial statements and the related notes included in this Form 10-Q.  Some of the information contained in this section or set forth elsewhere in this Form 10-Q, including information with respect to our plans and strategies for our business, statements regarding the industry outlook, our expectations regarding the future performance of our business, and the other non-historical statements contained herein are forward-looking statements.





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





On January 20, 2011, A & J Venture Capital Group, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Agreement”) with 0875505 B.C. Ltd. (“0875505 BC”), a British Columbia, Canada company.  The Agreement provides for the Company to acquire multiple patents and trademarks acquired by 0875505 BC through a receivership proceeding of Adiri, Inc. (Adiri”). Adiri was granted the initial patents and trademarks.  These patents and trademarks relate to a baby bottle and related components that 0875505 BC has expended approximately $1,500,000 in cash in acquiring and further development.  As part of the Agreement, the Company will receive  $100,000 in cash, a note receivable in the amount of $30,000, and resin and will assume accounts payable of approximately $27,500 and assumed an executory contract with a plastics manufacturer.  In exchange, the Company will issue 35,000,000 shares of its common stock, par value $.001, post-split.  The Company anticipates closing the transaction during the current fiscal quarter which ends March 31, 2011.  As a condition to closing of the transaction, the Company must implement its previously authorized 100-to-1 reverse stock split and change the Company’s name to “ReliaBrands, Inc.”




The Company acquired from 0875505 BC  all right, title, interest, applications and registrations of all the Adiri-related trademarks and patents in the following jurisdictions:  Australia, Brazil, Canada, Chile, China, Columbia, the European Union, Hong Kong, Israel, Japan, Mexico, New Zealand, Russia, South Africa, South Korea, Switzerland, Taiwan, and the United States.  There are four U.S. patents, one EP patent application (valid until 2019), and one Canadian patent covering Adiri’s unique breast shaped nipple (5,690,679, 5,993,479).  There are additional U.S. utility & design patent applications pending as well as a PCT application filed along with numerous International Registered Trademarks.


Upon closing of the acquisition of the Adiri assets including the patents and trademarks, the Company intends to commence operations in the baby bottle industry.  The Company intends to work on producing a newer version of the baby bottle that Adiri was previously producing that the Company hopes to be one of the first baby bottles that will be free of Estrogenic Activity (EA) as well as being BPA-free.  The Company intends to aggressively promote and market the bottles and hopes to secure retail distribution outlets for the bottles.  To achieve that goal, the Company has begun negotiation with large retail chains to supply the Adiri bottles for sale to retail customers.




In the future, the Company may continue to pursue the total 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 the Company’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.





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 auditor’s 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.






8
 
 ITEM 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued
  Results of Operations for the Three Months Ended December 31, 2010 and the Three Months Ended December 31, 2009





We did not earn any revenues for the period ended December 31, 2010 and 2009.





As of December 31, 2010, we had total assets of $10,215 and total liabilities of $45,702 compared to total assets of $47,317 and total liabilities of $101,989 as of June 30, 2010.





During the three months ended December 31, 2010, we incurred operating expenses in the amount of $48,030. These operating expenses were comprised of accounting and audit fees, legal fees, general and management expenses, and amortization expense, compared to operating expenses of $30,395 for the three months ended December 31, 2009.





For the three months ended December 31, 2010, we paid $15,000 in consulting fees to our current president.  For the three month period ending December 31, 2009, we paid $4,500 for consulting fees to our former president and also paid $2,972 for rent for our office space in Heidelberg, Germany, to the same officer.





For the period ended December 31, 2010, our current President paid operating bills totaling $15,646. These payments are recorded as a shareholder’s advances and are on a non-collateralized, non-interest bearing due on demand basis.





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.





Results of Operations for the Six Months Ended December 31, 2010 and the Six Months Ended December 31, 2009


During the six months ended December 31, 2010, we incurred operating expenses in the amount of $106,127. These operating expenses were comprised of accounting and audit fees, legal fees, general and management expenses, rent expense, and amortization expense, compared to operating expenses of $42,788 for the six months ended December 31, 2009.





For the six months ended December 31, 2010, we paid rent expense of $1,722 to our former president and $45,000 in consulting fees to our current president.  For the six month period ending December 31, 2009, we paid $9,000 for consulting fees to our former president. Also during the six month period ended December 31, 2009, we also paid $5,827 for rent for our office space in Heidelberg, Germany, to the same officer.





Liquidity and Capital Resources


As of December 31, 2010 the Company had a no cash balance and as of June 30, 2010, the Company had a cash balance of $19,602.


We completed an offering of 150,000 shares of our common stock for an aggregate amount of $5,000 to two of our former directors, on June 29, 2007. We completed this offering pursuant to Regulation S of the Securities Act.
 
 We completed an offering of 30,000 shares of our common stock for an aggregate amount of $1,000 to another former director on August 6, 2007. We completed this offering pursuant to Regulation S of the Securities Act.
 
 We completed an offering of 135,000 shares of common stock for an aggregate amount of $29,193, net of offering costs, to a total of 30 purchasers on August 23, 2007. We completed this offering pursuant to Regulation S of the Securities Act.  We subsequently filed a Registration Statement on the Form SB-2 for this offering of shares on October 2, 2007.  On October 12, 2007, the Registration Statement on the Form SB-2 became effective.


9
 
 ITEM 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued
 
 Liquidity and Capital Resources - continued
 
 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.





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





On January 20, 2011, the Company executed an Asset Purchase Agreement with 0875505 B.C. Ltd., a British Columbia company, to acquire certain assets including intellectual property.  The transaction is expected to close during the third fiscal quarter of the Company which ends on March 31, 2011.








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 3 - Quantitative and Qualitative Disclosures about Market Risk





As a “smaller reporting company” (as defined by Item 10 of Regulation S-K), the Company is not required to provide information required by this Item, as defined by Regulation S-K Item 305(e).











10








ITEM 4T - Controls and Procedures


Disclosure controls and procedures


As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this quarterly report, being December 31, 2010, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer. Based upon that evaluation, our Chief Executive Officer concluded that our disclosure controls and procedures are effective as at the end of the period covered by this report. There have been no significant changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter ended December 31, 2010 that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.




Disclosure controls and procedures and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer to allow timely decisions regarding required disclosure.




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





Changes in Internal Control over Financial Reporting




There were no changes in our internal controls over financial reporting during the three month period ended December 31, 2010 that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.








PART II OTHER INFORMATION





ITEM 2 - Unregistered Sales of Equity Securities and Use of Proceeds





On January 6, 2010, the Board of Directors of the Company authorized and approved the issuance of 12,500 shares restricted Common Shares at $0.07 per share to CityVac IR Services in exchange for investment relation services to be rendered to the Company.   These shares were issued during the quarter ended September 30, 2010.  The Company relied on Section 4 (2) of the Securities Act of 1933, as amended (the "Act") with respect to the shareholder.





In October, 2010, the Board of Directors authorized the issuance of 15,000,000 shares of the common stock of the Company, par value $.001, in restricted form, to its current officer for consulting services.





In September, 2010, the Board of Directors authorized the cancellation of 180,000 shares of its restricted common stock, par value $.001 and 100 shares of Series A Convertible Preferred Shares, par value $.001. These shares previously were issued to the Company’s former president and control person.  In exchange for the Company agreeing to his retaining control of the Company’s beer distribution business in Germany, and the cancellation of approximately $95,000 in a note payable owed by the Company to our former president, our former president returned these 180,000 shares and 100 shares of the Company’s Series A Convertible Preferred Shares to the Company for cancellation.





As part of the Company’s pending acquisition of assets from 0875505 B.C., the Company will issue 35,000,000 shares of its common stock, in restricted form, to 0875505 B.C., when the transaction closes which is expected to occur during the third fiscal quarter of 2011 ending on March 31, 2011.  The Company will rely on Section 4(2) of the Securities Act of 1933, as amended, with respect to this issuance.








11


ITEM 6 - Exhibits





ExhibitNumber

Description of Exhibit31.1


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











SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.








A&J VENTURE CAPITAL GROUP, INC.Date: February 7, 2011
By:
/s/ Antal MarkusName: Antal MarkusTitle: CEO, CFO











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