SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~October 164, ~~2005~~ 2006

IJJ CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-33515	11-3619828
(Commission File Number)	(I.R.S. Employer Identification Number)

8540 Ashwood Drive, Capitol Heights, Maryland	20743
(Address of Principal Executive Offices)	(Zip Code)

(301) 324-4992

(Registrant’s Telephone Number, Including Area Code)

SUN & SURF INC.

(Former Name or Former Address, if Changed Since Last Report)

Not Applicable

INFORMATION INCLUDED IN REPORT ON FORM 8-K

Section 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On October 1, 2004, the company’s wholly-owned operating subsidiary, MSSI, was awarded a time and materials contract by the U.S. Department of Justice’s Drug Enforcement Administration (“DEA”) - The contract calls for MSSI to provide a staff of fifteen employees around DEA offices nationwide to provide state-of-the-art inventory data control services. The DEA inventory support tasks include analyzing and reconciling property records, editing data, making corrections, keying data into DEA’s Fixed Asset Subsystem (FAS), assisting with inventory, and performing similar duties as assigned. This contract is valued at $1,036,164 for a period of performance from October 1, 2004 to September 30, 2005. There are no option years associated with this contract. MSSI was selected based on its considerable experience in staffing and managing on-site functions at various Federal agencies across the United States.

Item 1.02 Termination of a Material Definitive Agreement.

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

On February 10, 2005, the SAA exercised its option to terminate the contract. The basis for the termination was due to SAA’s determination that MSSI did not make a satisfactory performance of the initial deliverable as specified in the PMAS Preliminary Design and Requirements Validation. MSSI has ceased all work under the contract, and is in discussions with the SAA to be paid for the value of our services provided which amounted to $75,612. Additionally, MSSI has requested a debriefing session with the SAA to learn more of the specific issues that served as the bases to terminate the contract and to seek a reversal of the SAA decision.

Section 2 - Financial Information

Item 2.02 Results of Operations and Financial Condition

In its Form 10-KSB to be filed on or before February 17, 2005, IJJ Corporation intends to disclose that in its latest fiscal year that it suffered a net loss after income taxes of $1,235,372, or 5.7 cents per common share. To restore the company to profitability, the IJJ Board of Directors has approved the following actions which are being implemented immediately: (1) the company will seek immediate reductions in its selling, general and administrative (“SG&A”) costs through a 25% layoff of its employees and contractors who are not directly billable to its contracts; (2) the company will put in place a temporary ninety-day reduction in salaries for all of its remaining employees and contractors who are not directly billable to its contracts; and, (3) the company will put in place reductions in its recurring SG&A expenses such as telephone, office supplies, consulting services, travel and living and other discretionary costs.

Additionally, IJJ is negotiating payment plans with substantially all of its major creditors to ensure that it can meet its monthly obligations on a timely basis. Also, to increase revenues, the company will aggressively pursue acquisition of new contracts that are in line with its core capabilities, as well as, seeking additional capital through private placements of debt and equity financing.

The company believes that its financial condition will improve substantially as a result of implementing the afore-stated measures. In addition, the company believes that its internally generated cash flow, in combination with said actions, will be sufficient to meet its anticipated cash requirements over the next twelve months.

Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

IJJ Corporation (“IJJ”) announces that its wholly-owned operating subsidiary, Management Solutions and Systems, Inc. (“MSSI”), has made the following executive officer changes. These changes were made pursuant to a resolution approved by the company’s Board of Directors effective January 14, 2005.

Mr. Clifford Pope, President and Chairman of the Board for IJJ and President of MSSI, has resigned his position with MSSI. Mr. Pope will continue in his position as President and Chairman of IJJ, and he will focus his activities on business development at the parent-level organization.

Mr. Larry Brooks, Executive Vice President of MSSI, was appointed President for MSSI. Also, Mr. Brooks will continue in his current positions as Secretary and as a Director of IJJ.

Mr. Larry Swinton, Vice President of Operations for MSSI, was made Executive Vice President of MSSI, and he was appointed as the company’s Chief Security Officer. In this appointment, Mr. Swinton is responsible for all matters pertaining to MSSI’s security programs and compliance as a U. S. Government contractor. Mr. Swinton will continue in his role as a Director of IJJ.

Mr. Kevin Miller will continue to serve as Chief Financial Officer for both IJJ and MSSI.

Item 7.01 Regulation FD Disclosure

“Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995: This release contains forward looking statements identified by the use of words such as should, believes, plans, goals, expects, may, will, objectives, missions, or the negative thereof, other variations thereon or comparable terminology. Such statements are based on currently available information which management has assessed, but which is dynamic and subject to rapid change due to risks and uncertainties that affect our business, including, but not limited to, other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, goals, assumptions or future events or performance are not statements of historical fact and may be forward looking statements. Forward looking statements involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated.

Item 8.01 Other Events.

IJJ Corporation (“IJJ”), the registrant, announces that on March 7, 2006 its wholly-owned operating subsidiary, Management Solutions and Systems, Inc. (“MSSI”), filed a petition for protection under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Maryland, Case No. 06-11211. The bankruptcy filing was made pursuant to a resolution approved by MSSI’s Board of Directors on March 7, 2006. In MSSI’s Bankruptcy Schedule B - Personal Property, it lists an unliquidated claim against IJJ for payments made by MSSI to cover IJJ’s costs related to IJJ’s status as a SEC reporting company and to the costs associated with IJJ’s “reverse merger” transaction with its predecessor, Sun & Surf, Inc. (“SSI”).

According to MSSI’s Disclosure Statement filed on September 19, 2006 (“Disclosure Statement”), many of the problems which impelled MSSI into its Chapter 11 case stem from a series of complex securities transactions comprising the “reverse merger,” which occurred in late 2003 and early 2004. The “reverse merger” involved SSI, a public corporation shell incorporated in New York, which thereby became the parent and sole shareholder of MSSI. Shortly after the transaction had been completed, in February 2004, SSI changed its name to IJJ Corporation. More information regarding the reverse merger transaction is available in IJJ’s Form 10-KSB/A for the fiscal year ending October 31, 2004, filed by IJJ Corporation, which is on file with the U.S. Securities and Exchange Commission (“SEC”) and is also available online through the SEC website, www.sec.gov.

MSSI’s Disclosure Statement states further that since MSSI is the only operating entity, and with SSI (IJJ) having no operating business of its own, all of the costs of the reverse merger transaction were paid for by MSSI, including paying for IJJ’s continuing reporting obligations imposed under the Federal securities laws. MSSI asserts that the reverse merger/recapitalization transaction cost approximately $572,000 in legal and management consulting fees. IJJ burdened MSSI with these costs, and some of which are still unpaid. There are also some substantial obligations which IJJ obliged took on itself and did not pass along to MSSI which still remain unpaid. According to the Disclosure Statement, IJJ presently owes MSSI approximately $400,000 and has been deemed uncollectible by MSSI.

With regard to IJJ’s ownership of MSSI, an overview of MSSI’s Plan of Reorganization filed on September 19, 2006 (the “Plan”) follows. IJJ, MSSI’s sole shareholder, owes approximately $400,000 to MSSI relating to MSSI’s financial support of various activities of IJJ relating to IJJ’s status as an SEC reporting company and relating to the “reverse merger” transaction which led to the present ownership structure. This debt is considered to be uncollectible by MSSI according to Schedule B of MSSI’s bankruptcy schedules as filed.

IJJ’s management believes that it is not able to contribute “new value” so as to be in a position to retain its stock ownership position in MSSI. Consequently, the Plan provides that the stock in MSSI owned by IJJ will be cancelled. Larry L. Brooks, the president and CEO of MSSI, will become the new sole shareholder of MSSI as new stock will be issued to Mr. Brooks in consideration of a “new value” capital contribution of $30,000.00, to be paid after confirmation of the Plan by the Bankruptcy Court. This capital contribution will be part of the funding for the initial payment to the general unsecured creditors, in addition to earnings from post-petition operations.

According to MSSI, the importance of the Plan’s proposed recapitalization extends well beyond the value of the $30,000.00 contribution. Mr. Brooks is the “key man” to the company in terms of future operations, and his retention in a management position is considered to be crucial to the future success of the company. Several key MSSI personnel have indicated that they would not remain with the company if Mr. Brooks were to leave or be replaced from his present position. Furthermore, MSSI asserts that the success which the Company has enjoyed while in bankruptcy is due primarily to Mr. Brooks’ expertise in marketing and to the personal relationships built up over a period of time between Mr. Brooks and the procurement personnel of the various customer agencies. Some of these agencies have expressed particular confidence in Mr. Brooks’ ability to operate the company and, it is believed, Mr. Brooks’ retention as CEO is essential to the retention of major customer contracts and major lender, especially MSSI’s HUD contract. Finally, the fact that Mr. Brooks is a service-disabled veteran has made it possible for the company to qualify for set-aside or preferential programs administered by the U.S. Small Business Administration (“SBA”), similar to the SBA’s Section 8(a) program, which is expected to expand contracting opportunities in the future. Under this program, businesses which qualify as owned by service-disabled veterans are eligible for preferred status in procurement; the current target of the program is to assure that 3 percent of government contracts are “set aside” for such businesses.

IJJ’s disinterested Board of Directors met to discuss the adequacy of disclosure in MSSI’s Disclosure Statement and merits of MSSI’s proposed Plan of Reorganization as supported by the appointed Official Committee of Unsecured Creditors. IJJ’s disinterested Board of Directors has determined that IJJ has no other business other than the business of MSSI; has no assets or means to make any payments due MSSI; has no financial means to provide “new value” to MSSI to retain its stock ownership interest in MSSI; and, has no financial means to propose an alternative confirmable Plan.

IJJ’s disinterested Board of Directors does not intend to object to the adequacy of the disclosure contained in MSSI’s Disclosure Statement. IJJ’s disinterested Board of Directors intends to vote in favor of confirmation of the Plan, if a vote is required by applicable rules under the Bankruptcy Code.

SIGNATURES

Pursuant to the requirements 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.

	IJJ CORPORATION
Date: February 16, 2005	By:	/s/ Clifford Pope
October 4, 2006	By:	/s/ Clifford Pope
		Clifford Pope
		President

End of Filing

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