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UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

x
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934For the quarterly period ended March 31, 2004o
    
    TRANSITION REPORT UNDER SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934


Commission file number 000-50434

New Jersey Acquisition, Inc.

---

(Name of small business issuer in its charter)

Delaware
    
    20-0269426(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)24300 Chagrin Blvd., Suite 210, Cleveland, Ohio
    
    44122(Address of principal executive offices)
    
    (Zip code)


Issuers telephone number     (216) 514-5997

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

State the number of shares outstanding of each of the issuers class of common
equity, as of the latest practicable date:
50,000.

Transitional Small Business Disclosure Format (Check one): Yes x   No o





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Table of Contents






PageRecent Developments
    
    
    1Part IItem 1. Financial Statements
    
    
    2Item 2. Plan of Operation
    
    
    7Item 3. Controls and Procedures
    
    
    8Part IIItem 1. Legal Proceedings
    
    
    9Item 5. Other Information
    
    
    9Item 6. Exhibits and Reports on Form 8-K
    
    
    9Exhibit 31.1 Section 302 CertificationExhibit 32.1 Section 906 Certification






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RECENT DEVELOPMENTS

Merger

On March 2, 2004, New Jersey Acquisition, Inc. (the Company) formed a
wholly owned subsidiary, New Jersey Merger Sub, Inc., a Delaware corporation
(Merger Sub), for the purpose of merging such entity with and into a
prospective business target. On May 12, 2004, the Company executed a Merger Agreement (the Agreement) among the
Company, Merger Sub, EMC Packaging, Inc., a Delaware
corporation (EMC), and the stockholders of EMC. The Company has filed a
Current Report on Form 8-K with respect to the execution of the Agreement. On
the effective date of the Merger, pursuant to the Agreement, Merger Sub will be
merged (the Merger) with and into EMC. EMC, the Company and Merger Sub
intend to consummate the Merger within seven (7) days of the execution date of
the Agreement. Upon consummation of the Merger, the Company will file a
Current Report on Form 8-K announcing such consummation. EMC will be the
surviving corporation of such Merger, and will become the Companys
wholly owned subsidiary. EMC is primarily engaged in the packaging, marketing
and sale of refrigerants for the automotive and duster markets. The Merger
will be accomplished pursuant to the Agreement and an Agreement and Plan of
Merger (the Plan of Merger) among the Company, Merger Sub and EMC, which will
be executed on the closing date of the Merger.

Pursuant to the Plan of Merger, the Company will exchange all of its
Merger Sub shares (the Exchanged Shares) for all of the issued and
outstanding shares of common stock, $.001 par value per share, of EMC (the EMC
Common Stock). In consideration for such Merger, the stockholders of EMC
existing immediately prior to the Merger will receive 8,000,000 shares of the
common stock, $.0001 par value per share, of the Company (the Company Common
Stock), which will represent eighty percent (80%) of the issued and
outstanding shares of the Company Common Stock subsequent to the Merger.

EMC is engaged in the packaging, marketing and sale of refrigerants for
the automotive and duster markets. EMC supplies refrigerant in units that are
used by ultimate end users. Dusters are used in the computer and electronics
industries, as well as the photographic market, as an aerosol cleaner. EMCs
products are also used in forensic medicine to freeze medical specimens, and
EMC packages the only Coast Guard approved boat horns. All of these products
use a refrigerant that EMC packages. Subsequent to the consummation of the
Merger, the Company will be a holding company and it intends to continue the
EMC business as such business currently exists.

Both of the transfers and the conversion of shares will be conducted
pursuant to exemptions from registration, namely Rule 506 of Regulation D
under the Securities Act of 1933, as amended (the Act). As a result, the
8,000,000 shares of the Company Common Stock that will be held by the
stockholders of EMC following consummation of the Merger will be restricted
securities subject to Rule 144 of the Act, as will the shares of EMC Common
Stock that will be held by the Company following consummation of the Merger.

Change in Independent Auditors

On May 13, 2004, the Company notified Berger Apple & Associates Ltd. (BAA) of
BAAs dismissal as the Companys independent auditors because BAA is not yet
registered with the Public Company Accounting Oversight Board, as required by
recent Securities and Exchange Commission (SEC) rules. The dismissal was approved by
the Companys sole Director. The Companys sole Director has
engaged WithumSmith+Brown as the Companys independent accountants, effective
May 13, 2004. The Company disclosed this change of independent auditors on a
Current Report on Form 8-K, filed on May 14, 2004.

Reverse Stock Split

Effective at the close of business on May 13, 2004, the Company
implemented a 1-for-24.8 reverse split of the outstanding Company Common Stock.
The Companys sole Director and sole stockholder approved the reverse stock
split on April 30, 2004. The Company has implemented the reverse stock split at
the ratio of 1-for-24.8, causing each outstanding block of 24.8 shares of the
Company Common Stock to automatically convert into one share of Company Common
Stock and reducing the number of shares of Company Common Stock outstanding
from approximately 1,248,000 to 50,000. The par value of the Company Common
Stock will remain at $.0001 per share and the number of authorized shares will
remain at 100,000,000 shares of Company Common Stock.

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PART I




Item 1. Financial Statements.

NEW JERSEY ACQUISITION, INC.
(A Development Stage Company)
Balance Sheets
March 31, 2004
(Unaudited)

ASSETSCurrent Assets:Cash
    
    $
    0Total Current Assets
    
    $
    0TOTAL ASSETS
    
    $
    0LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES
    
    $
    750TOTAL LIABILITIES
    
    $
    750STOCKHOLDERS EQUITYStockholders EquityPreferred Stock, $.0001 par value; 20,000,000 shares
authorized, zero shares issued and outstanding
    
    $
    0Common Stock, $.0001 par value, 100,000,000 shares
authorized; 1,240,000 shares issued and outstanding
    
    $
    124Additional Paid-In Capital
    
    $
    0Accumulated deficit during development stage
    
    $
    (874
    )TOTAL STOCKHOLDERS EQUITY
    
    $
    (750
    )


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

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NEW JERSEY ACQUISITION, INC.
(A Development Stage Company)
Statements of Operation
(Unaudited)

Three Months
    
    September 25, 2003Ended
    
    (inception) toMarch 31, 2004
    
    March 31, 2004Revenue:
    
    
    -0-
    
    
    
    -0-Total Income
    
    
    -0-
    
    
    
    -0-Costs and Expenses:Accounting Fees
    
    
    750
    
    
    
    750Filing FeesTotal Expenses
    
    
    750
    
    
    
    750Net Loss from Operations
    
    
    750
    
    
    
    750Other Income and Expenses:Interest IncomeNet (Loss)
    
    
    (750
    )
    
    
    (750
    )Per Share Information:Weighted average number of
shares of common stock
outstanding
    
    
    1,240,000
    
    
    
    1,240,000Net Loss Per Share of CommonStock
    
    $
    (.0001
    )
    
    $
    (.0001
    )


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

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NEW JERSEY ACQUISITION, INC.
(A Development Stage Company)
Statements of Cash Flow
(Unaudited)

Three Months
    
    September 25, 2003Ended
    
    (inception) toMarch 31, 2004
    
    March 31, 2004Cash Flows From Operating ActivitiesNet Loss
    
    
    (874
    )
    
    
    (874
    )Adjustment to reconcile net loss to net
cash provided by operational activities
issue of common stock for services
    
    
    124
    
    
    
    124Net Cash Used in Operating Expenses
    
    
    750
    
    
    
    750Cash Flows from Investing Activities
    
    
    -0-
    
    
    
    -0-Cash Flows from Financing Activities
    
    
    -0-
    
    
    
    -0-Net Increase (Decrease)
    
    
    -0-
    
    
    
    -0-Cash, Beginning of Period
    
    
    -0-
    
    
    
    -0-Cash, End of Period
    
    
    -0-
    
    
    
    -0-SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATIONCash paid for Interest
    
    
    -0-
    
    
    
    -0-Cash paid for Income Taxes
    
    
    -0-
    
    
    
    -0-


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

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NEW JERSEY ACQUISITION, INC.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2004
(Unaudited)

NOTE 1  GOING CONCERN CONSIDERATION

The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles in the United States, which
contemplates the continuation of the Company as a going concern. However, the
Company is in the development stage, and has no current sources of revenue.
Without realization of additional capital, it would be unlikely for the Company
to continue as a going concern. Managements plans include the acquisition of
a suitable business venture to provide the opportunity for the Company to
continue as a going concern. However, there can be no assurance that management
will be successful in this endeavor.

NOTE 2  BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.   Organization and Business Operations

The unaudited financial statements as of March 31, 2004 and for the three
month period then ended, reflect, in the opinion of management, all adjustments
(which include only normal recurring adjustments) necessary to fairly state the
financial position and results of operations for the three months. Operating
results for interim periods are not necessarily indicative of the results which
can be expected for full years.

The Company was incorporated in Delaware on September 25, 2003 to serve as
a vehicle to effect a merger, exchange of capital stock, asset acquisition or
other business combination with a domestic or foreign private business. The
year-end of the Company is December 31st for both book and tax purposes.

At March 31, 2004, the Company had not yet commenced any formal business
operations, and all activity to such date relates to the Companys formation
and seeking an acquisition or similar opportunity, such as a merger or exchange
of stock. On March 2, 2004, the Company formed a wholly owned subsidiary, New
Jersey Merger Sub, Inc., a Delaware corporation, for the purpose of merging
such entity with and into a prospective business target. The Companys ability
to commence operations is contingent upon its ability to identify a prospective
target business; however, as disclosed in Recent Developments on page 1, the
Company has identified a prospective target business, EMC Packaging, Inc., and
has entered into a Merger Agreement among the Company, Merger Sub, EMC Packaging, and the stockholders of EMC Packaging.

B.   Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an
original maturity of three months or less from the date of purchase that are
readily convertible into cash to be cash equivalents.

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C.   Use of Estimates

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

D.   Income Taxes

The Company accounts for income taxes under the Financial Accounting
Standards Board of Financial Accounting No. 109, Accounting for Income Taxes
(Statement 109). Under Statement 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax basis. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled.
Under Statement 109, the effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date. There were no current or deferred income tax expense or
benefits due to the Company not having any material operations for the three
months ended March 31, 2004.

E.   Basic and diluted net loss per share

Net loss per share is calculated in accordance with Statement of Financial
Accounting Standards 128, Earnings Per Share (SFAS 128). Basic net loss per
share is based upon the weighted average number of common shares outstanding.
Diluted net loss per share is based on the assumption that all dilutive
convertible shares, stock options and warrants were converted or exercised.
Dilution is computed by applying the treasury stock method. At March 31, 2004,
there were no dilutive convertible shares, stock options or warrants.

NOTE 3  STOCKHOLDERS EQUITY

A.   Preferred Stock

The Company is authorized to issue 20,000,000 shares of preferred stock at
$.0001 par value, with such designations, voting and other rights and
preferences as may be determined from time to time by the Board of Directors.

B.   Common Stock

The Company is authorized to issue 100,000,000 shares of common stock at
$.0001 par value. On September 25, 2003, the Company issued 1,240,000 shares of
its common stock to the founder of the Company pursuant to Section 4(2) of the
Securities Act of 1933 for an aggregate of $124 in services. Following the reverse stock split, the founder holds approximately 50,000
shares of the Companys common stock. (See Recent Developments on page 1).

C.   Warrant and Options

There are no warrants or options outstanding to issue any additional
shares of common stock.

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NOTE 4  RELATED PARTY TRANSACTIONS

The Company currently uses the offices of its president as its principal
place of business at no cost to the Company. The Companys sole officer and
director is also the sole stockholder of the Company.




Item 2. Plan of Operation.

The Company has no operations or revenues. In the next twelve months, our
management plans to seek business opportunity candidates. Otherwise, we expect
to remain without operations and without accepting offers from any business
opportunity candidate. Since our inception to the date of this Quarterly Report
on Form 10-QSB, there have been no discussions, agreements or understandings
with any professional advisors, financial consultants, broker/dealers or
venture capitalists to assist us in locating a business opportunity. We will
not employ the services of any of those individuals or entities. Instead, we
will rely upon our management to affect those services normally provided by
professional advisors or financial consultants. Specifically, our management
will identify prospects through present associations such as those of its sole
officer/director, attorneys, and similar persons.

We have not and do not intend to restrict our business opportunity search
to any specific business, industry, or geographical location. We may
participate in virtually any kind of business. We anticipate that we will
participate in only one potential business opportunity, since we have no assets
and limited financial resources. To date, we have not developed any criteria
for the selection of business opportunities. However, our management will not
select or enter into a merger agreement with a company unless such company can
provide audited financial statements and comply with all SEC reporting
requirements. Our management will have complete discretion in selecting an
appropriate business opportunity.

Our managements plan of operations will be conducted through the efforts
of our sole officer/director, Douglas G. Furth, and will not require any
additional funds. It is anticipated that our sole officer/director will
furnish us with business opportunity candidates. We have not, and we do not
plan to use, any notices or advertisements in our search for business
opportunities. Our sole officer/director will investigate specific business
opportunities and negotiate, hire an attorney to draft, and execute relevant
agreements, disclosure documents and other instruments. Our sole
officer/director has not in the past used any attorney for these functions. We
will not be able to expend a significant amount of funds on a complete and
exhaustive investigation. Moreover, we may not discover certain adverse factors
regarding such a business opportunity due to our limited business experience in
such matters.

We will incur nominal expenses in implementing our business plan, which
will be paid by our present management as interest-free loans to the Company.
However, we expect that repayment of these loans will be derived solely from
consummation of a business opportunity. The repayment of any loans made to the
Company will not impede, or be made conditional in any manner to, consummation
of a business opportunity. Our sole officer/director will loan money to us on
an as-needed basis. There is no cap on the amount of monies he will loan to
us. We currently do not intend to raise additional monies from investors while
we are a blank check company. However, upon the consummation of a business
opportunity, the combined entities may raise monies through equity or debt
offerings.

Prior to making a decision in a business opportunity, we plan to obtain
written materials regarding the business opportunity including: a description
of products, services and company history; management resumes; financial
information; available projections with related assumptions; evidence of
existing patents, trademarks or service marks or rights thereto; present and
proposed forms of

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compensation to management; a description of present and
required facilities; an analysis of risk and competitive conditions; and other
relevant information.

We currently do not plan to raise capital by any means whatsoever.
Further, prior to the location of a business opportunity, we have no plans,
proposals, arrangements or understandings with respect to the sale or issuance
of additional securities. Because we have virtually no resources, management
anticipates that to achieve any such acquisition, we will be required to issue
shares of our authorized but unissued common stock as the sole consideration
for any such venture and it is anticipated that any securities issued in any
such business combination would be issued in reliance upon exemption from
registration under applicable federal and state securities laws. In some
circumstances, however, as a negotiated element of our transaction, we may
agree to register all or a part of such securities immediately after the
business opportunity is consummated or at specified times thereafter. If such
registration occurs (of which there can be no assurance), it will be undertaken
by the surviving entity after we have successfully consummated a business
opportunity, and we are no longer considered a blank check company.

We do not anticipate any significant changes in the number of our
employees. In addition, our management does not plan to engage in research and
development and does not plan to purchase or sell plant or equipment.

We plan to expand our operations with companies that will complement or
enhance our business. We cannot guarantee that we will be able to ultimately
affect any such business opportunity or integrate a business or its operations
into our Company. Consequently, there is no basis to evaluate the specific
merits or risks of any potential business opportunity that we may undertake.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or
are reasonably likely to have a current or future effect on the small business
issuers financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital
resources that are material to investors. The Company has no majority-owned
subsidiaries, nor does it have any interests in or relationships with any
special purpose entities or variable interest entities.




Item 3. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Based on his evaluation of the Companys disclosure controls and
procedures, conducted as of a date within ninety (90) days prior to the filing
date of this Quarterly Report on Form 10-QSB (the Evaluation Date), Douglas
G. Furth, the Companys principal and sole executive and financial officer, has
concluded that he is the only individual involved in the Companys disclosure
process. The Company has no formal procedures in place for processing and
assembling information to be disclosed in the Companys periodic reports. The
Companys system is designed so that information is retained by the Company and
relayed to counsel and the Companys accountants as it becomes available. The
Companys principal executive officer and principal financial officer believes
that as of the end of the period being reported, the Companys disclosure
controls and procedures are effective to ensure that information required to be
disclosed by the Company in the reports that it files or submits under the
Securities Exchange Act of 1934 (the Exchange Act), is recorded, processed, summarized and reported, within the
required time periods. Further, the Company believes that, given its size and
status as a blank check company with no operations, an extensive disclosure
controls and procedures system is not necessary at this time. At such time that
a business

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combination is consummated, the Companys management will reevaluate
the disclosure controls and procedures.

Changes in Internal Controls

No significant changes in the Companys internal controls or in other
factors that could significantly affect these controls following the Evaluation
Date came to managements attention.




PART II




Item 1. Legal Proceedings.

As of May 1, 2004, the Company was neither a party nor were any of its
properties subject to any legal proceedings.




Item 5. Other Information

See Recent Developments on page 1.




Item 6. Exhibits and
Reports on Form 8-K.

The following documents are filed as part of this quarterly report:

(a)   Exhibits:

No.
    
    Description3.1
    
    Certificate of Incorporation of New Jersey Acquisition, Inc. (*)3.2
    
    By-Laws of New Jersey Acquisition, Inc. (*)4.1
    
    Form of Specimen Stock Certificate for the Common Stock (*)31.1
    
    Certification of the Principal Executive Officer and Principal
Financial Officer pursuant to Rule 13a-14(a)32.1
    
    Certification of the Principal Executive Officer and Principal
Financial Officer pursuant to 18 U.S.C. Section 1350


 Incorporated by reference to the Companys Form 10-SB, Registration of
Securities under Section 12(g) of the Exchange Act, filed with the SEC on
October 21, 2003.

(b)   The Registrant did not file any Reports on Form 8-K during
the first quarter of 2004.

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Signatures

In accordance with the requirements of the Exchange Act, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

New Jersey Acquisition, Inc.
(Registrant)Date: May 17, 2004
    
    By:
    
    /s/ Douglas G. FurthDouglas G. Furth, President, Secretary,Treasurer and sole Director