Annual Report — Small Business — Form 10-KSB Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 10KSB Cinjet, Inc. 10KSB 12.31.2007 HTML 199K
2: EX-31 Exhibit 31 Cinjet, Inc. 10Ksb 12.31.07 HTML 12K
3: EX-32 Exhibit 32 Cinjet, Inc. 10Ksb 12.31.07 HTML 7K
Securities
registered
under Section 12(g) of the Exchange Act: None
(Title
of class)
Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act. [ ]
Note
–
Checking
the box above
will not relieve any registrant required to file reports pursuant to Section
13
or 15(d) of the Exchange Act from their obligations under those
Sections.
SEC
2337 (12-05)
Persons
who are to respond to
the collection of information contained in this form are not required
to
respond unless the form displays a currently valid OMB control
number.
1
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
[
xx] No [ ]
Check
if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained,
to
the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.[ x ]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).Yes [ ] No [ xx
]
State
issuer’s revenues for its most recent fiscal
year:
$15,614
State
the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity
was
sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.)
Our
common stock is not traded on any market or listed on any
exchange. There was not an active market and no trading volume during
fiscal 2007 and there has been no trading volume in 2008, therefore the
aggregate market value of the issuer’s common stock held by non-affiliates at
February 20, 2008 is deemed to be $-0-.
Note:
If
determining whether a person is an affiliate will involve an unreasonable effort
and expense, the issuer may calculate the aggregate market value of the common
equity held by non-affiliates on the basis of reasonable assumptions, if the
assumptions are stated.
(ISSUERS
INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Check
whether the issuer has filed all documents and reports required to be filed
by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court.
Yes
[ ] No [ ]
(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)
State
the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date. As of March 4, 2008 there
were 10,777,200 shares of common stock, par value $.001 issued and
outstanding.
If
the
following documents are incorporated by reference, briefly describe them and
identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into which
the document is incorporated: (1) any annual report to security holders; (2)
any
proxy or information statement; and (3) any prospectus filed pursuant to Rule
424(b) or (c) of the Securities Act of 1933 (“Securities Act”). The listed
documents should be clearly described for identification purposes (e.g., annual
report to security holders for fiscal year ended December 24,
1990).
Transitional
Small Business Disclosure Format (Check one): Yes ____; No xxx
2
PART
I
Item
1. Description of Business
Forward-Looking
Statement Notice
When
used
in this report, the words “may,”“will,”“expect,”“anticipate,”“continue,”“estimate,”“project,”“intend,” and similar expressions are intended to
identify forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934
regarding events, conditions, and financial trends that may affect Cinjet’s
future plans of operations, business strategy, operating results, and financial
position. Persons reviewing this report are cautioned that any
forward-looking statements are not guarantees of future performance and are
subject to risks and uncertainties and that actual results may differ materially
from those included within the forward-looking statements as a result of various
factors.
Our
Business
General
We
were
formed as a Nevada corporation on February 28, 2007 as Cinjet,
Inc. We are in the business of offering our clients a wide array of
virtual office and outsourcing services. This includes but is not
limited to word processing, typing and transcription, resume writing,
presentations, database management, as well as a variety of basic to more
complex clerical and administrative functions. In addition, we are in
the business of providing electronic filing services for clients who need to
file registration statements, prospectuses, periodic filings and other documents
required by the Securities and Exchange Commission. Our accountants
have raised substantial doubts about our ability to continue as a going concern.
Further, we rely on our sole employee, officer and director, Mrs. Grisham to
conduct our business.
The
SEC
requires that certain corporate documents be filed in a special electronic
computer format to comply with the Commission’s Electronic Data Gathering
Analysis and Retrieval system known as EDGARâ. We convert
client documents into the proscribed EDGARâ format and submit
the
converted document directly to the SEC via telecommunication.
Our
business
The
laws and rules that govern the
securities industry in the United Statesderive
from a simple and straightforward
concept: all investors, whether large institutions or private individuals,
should have access to certain basic facts about an investment prior to buying
it. To achieve this, the SEC requires public companies to disclose meaningful
financial and other information to the public, which provides a common pool
of
knowledge for all investors to use to judge for themselves if a company's
securities are a good investment. Only through the steady flow of timely,
comprehensive and accurate information can people make sound investment
decisions.
The
EDGARâsystem
is intended to facilitate broad
and rapid dissemination of investment information to the public via electronic
format. EDGARâ,
the Electronic Data Gathering,
Analysis, and Retrieval system, performs automated collection, validation,
indexing, acceptance, and forwarding of submissions by companies and others
who
are required by law to file forms with the U.S. Securities and Exchange
Commission. Its primary purpose is to increase the efficiency and fairness
of
the securities market for the benefit of investors, corporations, and the
economy by accelerating the receipt, acceptance, dissemination, and analysis
of
time-sensitive corporate information filed with the
agency.
3
The
SEC requires that every document
submitted via EDGARâto
contain an accompanying submission
entry and be accurately processed. The basic submission information
identifies the entity for which the filing is being made as well as a number
of
other specified fields.
We
provide our clients with a secure,
reliable, fast and cost-efficient service to file documents with the
SEC. We have obtained the EDGARIZER software in order to automate the
conversion process. EDGARIZER is a conversion program that reads
formatted documents prepared with word processor or spreadsheet software and
converts them into the required HTML format for EDGARâfiling. Using
EDGARIZER
eliminates a significant portion of labor that would otherwise be required
without the software. The EDGARized documents are then transmitted
directly to the SEC via the internet.
We
also
provide our clients a wide array of virtual office and outsourcing
services. This includes but is not limited to word processing, typing
and transcription, resume writing, presentations, database management, as well
as a variety of basic to more complex clerical and administrative
functions. The need for virtual offices services has increased with
the use of the high-speed Internet and the downsizing that has occurred in
many
businesses.
Word
processing is one of our specialties. We help our clients with scheduled or
unscheduled clerical needs, including document editing, resume writing, and
word
processing of all kinds. In the future, we also intend offer monthly word
processing and database management services for our clients’ ongoing projects
that are too time consuming for them to deal with. Another service we are
looking to offer is clerical service on demand. We will establish
relationships with temp agencies to have access to administrative professionals
to handle any workload overflow.
The
virtual office side of our business
is being designed to offer administrative support to business owners, executives
and entrepreneurs. This service can be used on an "as needed" basis,
eliminating the burden of having a second full-time employee. Using our
virtual office services would provide several advantages by eliminating payroll
taxes, insurance and benefits, equipment, space and time, while providing
highquality professional
support.
Our
revenues are derived from project-based client engagements. As a
result, our revenues are difficult to predict from period to
period. We intend to target small and medium sized business and need
to cultivate a significant base of clientele in order to generate a ratable
flow
of projects and revenue. We anticipate that most of our clients will
have one major filing per year, along with three smaller projects to coincide
with the filing of their quarterly reports. We do not believe that
any single client will be our major revenue stream.
The
SEC
filing process is very time sensitive. The repercussions from late
SEC filings can be significant. Our reputation and positive publicity is
dependent on our meeting client expectations and delivering timely and accurate
services. It is critical that our quality of service meets client
expectations in order for us to retain existing clients and to obtain new
clientele. We
intend to demonstrate to clients that we are more flexible to their needs
because of our personalized approach.
The
pricing structure of our services may inhibit our ability to be
profitable. We have researched the existing market for our services
and have made a reasonable estimate with respect to the pricing structure
required to attract business. Unfortunately, at this time our
intended service operations is less experienced in this area than many of our
competitors. We may find that while keeping our pricing competitive,
we experience more labor hours than our competitors would on a given project,
and thus may show less of a profit margin on projects.
4
We
eventually intend to either hire trained EDGARâ operators in order
to
perform the conversion of client documents, or to contract with such individuals
on a consulting basis for project services. Our intended staff is
still becoming familiar with the critical software
components. However, any unforeseen problems with the software,
equipment, or learning process could severely decrease our ability to serve
and
maintain clients.
We
advise
our clients and our clients agree prior to being accepted by Cinjet, that we
will use our best efforts to file each EDGARized document with the SEC in the
proper EDGARâ format
and prior to any filing deadlines that may exist from time to
time. However we cannot promise, guarantee or ensure that EDGARized
documents will be filed in the proper EDGAR format or prior to a filing
deadline. We do not have insurance coverage or intend to negotiate
limitations on liability with our customers.
Generating
revenue
We
charge
a basic flat fee for our service plus a per page cost. Our transmission fee
is
$100 per document and we charge $7.00 per page to put the document into
EDGARâ
format. Edits and Revisions are charged at the rate of $9.00 per
page. We charge a flat $30.00 fee to process the application for SEC
access codes. We also charge $30.00 per page for electronic scanning
and clean up of pages and $30.00 per page to key pages directly into EDGARâ. We offer
discounts to filers who have multiple filings.
Typically,
we invoice for our services immediately following the EDGARâ transmission with
terms
net 30 days.
We
are
planning to charge $40 per hour for clerical and secretarial services, $95
for
our resume services, and $300 per month for e-mail and telephone answering
(up
to 200 calls).
We
do not
have any written contracts with our clients. Our clients generally retain us
on
a project-by-project basis, rather than under long-term contracts. As
a result, a client may not engage us for further services once a project is
completed. We intend to establish our initial clientele via existing
relationships with accountants, lawyers, venture capitalists, and other
professionals.
Marketing
strategy
Our
sales
and marketing efforts are focused on strengthening our name and building our
reputation as a secure, reliable and cost-efficient provider of EDGARizing
and
virtual office services. We intend to establish our initial clientele
via existing relationships that we have and will develop with accountants,
lawyers, venture capitalists, broker dealers, and other
professionals.
Our
target market is small to medium sized businesses that are required to do SEC
filings and business who are in need of our virtual office
services. Our targeted market will be those companies who are
referred directly or indirectly to us by already established business
relationships of our officer and director. These contacts are already
integrally familiar with the filing process and with the EDGARizing process
for
documents.
The
need
for virtual offices services has increased with the use of the Internet and
the
downsizing that has occurred in many businesses. As a virtual office
provider, Ms. Grisham primarily works from home or in different office
locations, and provides professional secretarial and administrative support
to
individuals or small businesses.
5
We
are in
the business of offering our clients a wide array of virtual office and
outsourcing services. Our virtual office services may consist of word
processing, typing and transcription, resume writing, presentations, database
management desktop publishing, website design and maintenance, transcription,
proofreading, marketing, faxes, writing, mailings, bookkeeping, plan meetings
and events, and other miscellaneous office duties. We believe virtual office
services is a unique service that can enhance businesses, entrepreneurs or
professionals. We provide many customized services to maximize time, minimize
cost and help develop profit potential. As a competitively priced business
support service, we offer a wide range of tools that will assist with business
management. Clients only pay for services as they need them, there is
no waste, no initial expense, no hidden cost and no inventory
investment.
We
believe that initially we will be able to operate at near capacity in the near
future from clients that will be referred by our existing business
contacts. Other than phone contacts or personal visits from our
president, we do not anticipate needing to do marketing or advertising in order
to cultivate clientele.
We
believe that our clients will find the values and benefits of our services
to be
superior to their other options. We plan to provide our customers
with:
·
Personal
attention and increased flexibility. We anticipate that most of our
clients will have been referred to us through business relationships.
We
value these relationships and understand how critical it is to keep
not
only the client but the referral source satisfied. Our clients are
not
just client names to us. We intend to have a personal rapport with
each
client and therein an ability to be more sensitive to their individual
needs.
·
Reduced
cost. We intend to price our services in an extremely
attractive manner compared to competitors, with a simple pricing
structure. We have a narrow focus of service, EDGARizing and
virtual office services. We are structuring our services so
that clients are not expected to absorb the many inefficiencies of
multiple tasks that some of our competitors may
experience.
·
Secure
and reliable service. We offer our customers a highly secure
and reliable EDGARizing and virtual office service. We intend
to deliver business critical, time-sensitive communications in a
consistent, accurate, and reliable
manner.
We
believe our current business will come from existing business
relationships.
Competition
While
the
market for EDGARizing services and virtual office services is relatively new,
it
is already highly competitive. Additionally, since the EDGARâ format is an SEC
mandate,
there have been an increasing number of business that have commence services
similar to ours. We expect that this will continue to be the trend in
this service niche. In some cases we will be competing with the
in-house technical staff of our prospective clients or our referral
sources. Some of our competitors include @EDGAR, Southridge Corporate
Services, Latek Corporate Filing Services, Pacific Management Services, Prepress
Graphics, Bassett Press, QuestNet, ProFile Services and EFFS, Inc., My Staff,
Employease, Inc., Virtual Growth, Inc., V.com. Some of our larger
competitors include major printing services companies such as Merrill
Corporation.
Many
of
these businesses have longer operating histories and significantly greater
financial, technical, marketing and managerial resources than we
do. There are relatively low barriers to entry into our
business. We have no patented or other proprietary technology that
would preclude or inhibit competitors from entering the EDGARizing or virtual
office service. We must rely on the skill of our personnel and the
quality of our client service. We expect that we will continue to
face additional competition from new entrants into the market in the
future.
6
The
confidentiality of information transmitted in a timely fashion will be critical
to our clients. We intend to stress the benefits of our small size
allowing for a greater understanding of individual client needs are an advantage
in this area. This will reduce the opportunity for peripheral
conversations, which might undermine confidentiality.
Governmental
Regulation
Currently,
we are subject to relatively few regulations other than regulations applicable
to businesses in general. Other than the regulations imposed on
EDGARâ filings by the
SEC, that require us to update our registered EDGARâ filing agent codes
annually, we are not aware of any regulations that might affect our
business.
Employees
At
the
present time Cynthia Grisham is our only employee as well as our sole officer
and director and a major shareholder. Mrs. Grisham will devote such
time as required to actively market and further develop our services and
products. At present, we expect Mrs. Grisham will devote at least 30
hours per week to our business. We expect to contract the services of
a data entry operator on an as needed basis at times of peak
business. We do not anticipate hiring any additional employees until
such time as additional staff is required to support our
operations.
Item
2. Description of Property.
We
currently maintain a 500 square foot office space provided by Cynthia Grisham,
our officer and director, at no cost to the company. We do not have
any written agreement regarding our office space. Our address is 1260
California Avenue, B#116, Sand City, CA93955-3172. Our
telephone number is 831-393-1396. We anticipate this situation will
be maintained for at least the next twelve months. The facility meets
our current needs, however should we expand in the future, we may have to
relocate. If we have to relocate, we will seek office space at or
below then prevailing rates.
We
have
purchased a computer, software and a printer. This equipment is
critical to our operations of converting, transmitting, and electronically
delivering client documents.
Item
3. Legal Proceedings.
No
legal
proceedings are threatened or pending against Cinjet or any of our officers
or
directors. Further, none of our officers, directors or affiliates are
parties against Cinjet or have any material interests in actions that are
adverse our own.
Item
4. Submission of Matters to a Vote of Securities
Holders.
None.
7
PART
II
Item
5. Market for Common Equity and Related Stockholder
Matters.
Our
common stock is not listed on any exchange or traded on any market. There was
not an active market and no trading volume during fiscal 2007 and there has
been
no trading volume in 2008.
As
of
February 20, 2008, there were approximately 42 shareholders of record holding
10,777,200 shares of common stock. The holders of common stock are entitled
to
one vote for each share held of record on all matters submitted to a vote of
stockholders. Holders of the common stock have no preemptive rights and no
right
to convert their common stock into any other securities. There are no redemption
or sinking fund provisions applicable to the common stock.
We
have
not paid, nor declared, any cash dividends since our inception and do not intend
to declare any such dividends in the foreseeable future. Our ability to pay
cash
dividends is subject to limitations imposed by Nevada law. Under Nevada law,
cash dividends may be paid to the extent that a corporation’s assets exceed its
liabilities and it is able to pay its debts as they become due in the usual
course of business.
Item
6. Management’s Discussion and Analysis or Plan of
Operation.
We
have
experienced losses since inception. We generated $15,614 in revenues
from operations during the year ended December 31, 2007. Expenses
during the year ended December 31, 2007 were $47,159 with interest expense
of
$1,850, giving us a net loss of $33,394. Expenses consisted of
general and administrative expenses, office equipment and professional
fees.
Liquidity
and Capital Resources
At
December 31, 2007, we had $2,245 in available cash on hand, $50,650 in
restricted cash and accounts receivable of $9,819 for a total of $62,714 in
current assets. We had fixed assets consisting of computer and
equipment and software less accumulated depreciation of $5,337 making our total
assets $68,051 for year end December 31, 2007. We
anticipate our expenses for the next twelve months will be approximately
$40,000.
During
the year Ms. Grisham advanced monies for working capital
purposes. The amount owing is $23,207 which is payable in March 2008
with interest at the rate of 12%.
The
Company filed a registration
statement on Form SB-2 with the Securities and Exchange Commission to register
600,000 shares of common stock for sale at a price of $.25 per share for a
total
of up to $150,000. The registration statement was declared effective
on July 12, 2007. The Company completed its offering in January 2008
and raised $81,750 from the sale of 327,000 shares of common
stock.
8
The
following table sets forth our use of proceeds from the sale of the 327,000
shares of common stock.
Total
Proceeds
$81,750
Less
Estimated Offering
Expenses 25,000
Net
Proceeds
Available $56,750
Use
of
Net Proceeds
Pay
off
notes $23,115
Pay
off
interest
1,264
Corporate
literature
-0-
Equipment
6,278
Marketing
-0-
Salary
12,000
Working
capital $13,643
TOTAL
NET
PROCEEDS
In
the
past we have relied on advances from our president to cover our operating
costs. Management anticipates that have sufficient capital to
meet our needs through the next 12 months. However, there can be no
assurances to that effect. Our need for capital may change
dramatically if we acquire an interest in a business opportunity during that
period. At present, we have no understandings, commitments or
agreements with respect to the acquisition of any business venture, and there
can be no assurance that we will identify a business venture suitable for
acquisition in the future. Further, we cannot assure that we will be
successful in consummating any acquisition on favorable terms or that we will
be
able to profitably manage any business venture we acquire. Should we
require additional capital, we may seek additional advances from officers,
sell
common stock or find other forms of debt financing.
To
demonstrate our commitment to maintaining ethical reporting and business
practices, we adopted a Code of Ethics and Business Conduct.
Financial
Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – An
Interpretation of FASB Statement No. 109”, Statement of Financial Accounting
Standards (“SFAS”) No. 141 (revised 2007), “Business Combinations”, SFAS No.
160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment
of ARB No. 51”, SFAS No. 159, “The Fair Value Option for Financial Assets and
Financial Liabilities – Including an Amendment of FASB Statement No. 115”, SFAS
No. 158, “Employers’ Accounting for Defined Benefit Pension and Other
Postretirement Plans”, SFAS No. 157, “Fair Value Measurements”, SFAS No. 156,
“Accounting for Servicing of Financial Assets”, SFAS No. 155, “Accounting for
Certain Hybrid Instruments”, and SFAS No. 154, “Accounting Changes and Error
Corrections – a replacement of APB Opinion No. 20 and FASB Statement No. 3”,
were recently issued. These recently-enacted accounting standards have no
current applicability to the Company or their effect on the financial statements
would not have been significant.
Item
7. Financial Statements.
Our
financial statements appear at the end of this report beginning with the Index
to Financial Statements on page F-1.
9
Item
8A(T). Controls and Procedures.
(a)
Evaluation
of
Disclosure Controls and Procedures. Our management, with
the
participation of our President, evaluated the effectiveness of our disclosure
controls and procedures as of the end of the period covered by this report.
Based on that evaluation, our President concluded that our disclosure controls
and procedures as of the end of the period covered by this report were effective
such that the information required to be disclosed by us in reports filed
under
the Securities Exchange Act of 1934 is (i) recorded, processed, summarized
and reported within the time periods specified in the SEC’s rules and forms and
(ii) accumulated and communicated to our management, including our
President, as appropriate to allow timely decisions regarding disclosure.
A
controls system cannot provide absolute assurance, however, that the objectives
of the controls system are met, and no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any,
within a company have been detected.
Management’s
Annual
Report on Internal Control over Financial Reporting. Our management is
responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rule 13a-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 of accounting
principles generally accepted in the United States.
Because
of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements. Therefore, even those systems determined to be effective can
provide only reasonable assurance of achieving their control
objectives.
Our
management, with the participation
of the President, evaluated the effectiveness of the Company’s internal control
over financial reporting as of December 31, 2007. In making this
assessment, our management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control — Integrated Framework. Based on this evaluation, our
management, with the participation of the President, concluded that, as of
December 31, 2007, our internal control over financial reporting was
effective.
(b)
Changes
in Internal Control over
Financial Reporting. There were no changes in the Company's
internal controls over financial reporting, known to the chief executive officer
or the chief financial officer, that occurred during the period covered by
this
report that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
Item
8B. Other Information
There
are
no further disclosures. All information that was required to be disclosed in
a
Form 8-K during the fourth quarter, 2007 has been disclosed.
10
PART
III
Item
9. Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act.
The
following table sets forth the name, age, position and office term of each
executive officer and director of the Company.
All
officers hold their positions at the will of the Board of
Directors. All directors hold their positions for one year or until
their successors are elected and qualified.
Set
forth
below is certain biographical information regarding the Company’s executive
officer and director:
Cynthia
Grisham,
President, Secretary, Treasurer and Director. Mrs. Grisham graduated
from
Heald Business Collegewith
honors and received her Associates
degree in Computer Business Administration in 1999. She worked as an
executive level administrative assistant for California Forensic Medical Group,
Inc. from March of 1999 until March of 2007. California Forensic
Medical Group is a privately owned, West Coast provider of quality health care
to correctional facilities. CFMG is dedicated to providing
responsive, innovative, high quality and cost effective correctional healthcare
services to Californiacounties. CFMG’s
programs are
accredited through the California Medical Association, Instituteof
Medical
Qualityfor both adult and juvenile
correctional
facilities. CFMG’s ownership and management group has been the same
since 1983.
The
Company has no audit committee financial expert, as defined under Section
228.401, serving on its audit committee because it has no audit committee and
is
not required to have an audit committee because it is not a listed security
as
defined in Section 240.10A-3.
Item
10. Executive Compensation
The
following table sets forth
certain summary information concerning the compensation paid or accrued for
each
of the Registrant’s last three completed fiscal years to the Registrant’s or its
principal subsidiaries chief executive officers and each of its other executive
officers that received compensation in excess of $100,000 during such period
(as
determined at December 31, 2007, the end of the Registrant’s last completed
fiscal year).
SUMMARY
COMPENSATION
TABLE
Name
and principal
position
Year
Salary
($)
Bonus
($)
Stock
Awards
($)
(4)
Option
Awards
($)
(4)
Non-
Equity
Incentive
Plan
Compen-
sation
($)
Nonquali-
fied
Deferred
Compen-
sation
Earnings
($)
All
Other
Compen-
sation
($)
Total
($)
Cynthia
Grisham
2007
12,000
(1)
-0-
-0-
-0-
-0-
-0-
-0-
12,000
(1) Ms.
Grisham accrued $12,000 in salary for the year ended December 31, 2007 and
was
paid the accrued in January 2008 from proceeds of our public
offering.
11
There
are
no compensatory plans or arrangements, including payments to be received from
the Company, with respect to any person named in Cash Compensation set out
above
which would in any way result in payments to any such person’s termination of
employment with the Company or any change in control of the Company, or a change
in the person’s responsibilities following a change in control of the
Company.
No
retirement, pension, profit sharing, stock option or insurance programs or
other
similar programs have been adopted by the Company for the benefit of its
employees.
Compensation
of Directors
There
are
no agreements to compensate any of the directors for their
services.
Our
officers and directors are reimbursed for expenses incurred on our
behalf. Our officers and directors will not receive any finder’s fee
as a result of their efforts to implement the business plan outlined
herein. However, our officers and directors anticipate receiving
benefits as beneficial shareholders of our common stock.
We
have
not adopted any retirement, pension, profit sharing, stock option or insurance
programs or other similar programs for the benefit of our
employees.
Employment
Contracts and Termination of Employment and Change in Control
Arrangement.
There
are
no compensatory plans or arrangements, including payments to be received from
the Company, with respect to any person named in Executive Compensation set
out
above which would in any way result in payments to any such person because
of
his resignation, retirement, or other termination of such person’s employment
with the Company or its subsidiaries, or any change in control of the Company,
or a change in the person’s responsibilities following a change of control of
the Company.
Item
11. Security Ownership of Certain Beneficial Owners and
Management.
The
following table sets forth as of February 20, 2008, the number and percentage
of
the 10,777,200 shares of outstanding common stock which, according to the
information supplied to the Company, were beneficially owned by (i) each person
who is currently a director of the Company, (ii) each executive officer, (iii)
all current directors and executive officers of the Company as a group and
(iv)
each person who, to the knowledge of the Company, is the beneficial owner of
more than 5% of the outstanding common stock. Except as otherwise
indicated, the persons named in the table have sole voting and dispositive
power
with respect to all shares beneficially owned, subject to community property
laws where applicable.
Title
of
Name
and Address of
Amount
and Nature of
Percentage
of
Class
Class
Beneficial
Owner
Beneficial
Ownership
Common
Cynthia
Grisham
(1) 7,500,000 69.59%
2160
California Ave., B#116
Sand
City, CA 93955
Common Olga
Kravchenko 950,000 8.81%
1359
Ahlrich Ave.
Encinitas,
CA 92024
Common Katrina
A.
Starling 1,000,000
9.27%
P.O.
Box7565
Spreckels,
CA 93962
Common Jill
Strahl 1,000,000 9.27%
814
Bel Air
Way
Salinas,
CA 93901
Total
Officers and Directors
As
a
Group (1
Person)
7,500,000 69.69%
(1)
Officer and/or director
There
are
no contracts or other arrangements that could result in a change of control
of
the Company.
12
Item
12. Certain Relationships and Related Transactions.
We
utilize office space at the residence of Cynthia Grisham to conduct our
activities at no charge.
Subsequent
to December 31, 2007, from the proceeds of our public offering, we paid off
a
note held by Cynthia Grisham in the amount of $23,115.18 plus $1,263.82 in
interest.
Item
13. Exhibits and Reports on Form 8-K.
(a)
Exhibits
The
Company has adopted a code of ethics
that applies to the Company’s principal executive officer, principal financial
officer, principal accounting officer or controller. The Company will
provide, at no cost, a copy of the Code of Ethics to any shareholder of the
Company upon receiving a written request sent to the Company’s address shown on
Page 1 of this report.
** The
Exhibit attached to
this Form 10-KSB shall not be deemed "filed" for purposes of Section 18 of
the
Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to
liability under that section, nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange
Act,
except as expressly set forth by specific reference in such
filing.
(b) Reports
on Form
8-K.
None.
13
Item
14. Principal Accountant Fees and Services
Audit
Fee
The
aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal account for the audit of Cinjet’s annual
financial statement and review of financial statements included in Cinjet’s
10-QSB reports and services normally provided by the accountant in connection
with statutory and regulatory filings or engagements were $-0- for fiscal year
ended 2006 and $10,500 for fiscal year ended 2007.
Audit-Related
Fees
There
were no fees for other audit related services for fiscal years ended 2007 and
2006.
Tax
Fees
There
were no fees for tax compliance, tax advice and tax planning for the fiscal
years 2007 and 2006.
All
Other
Fees
There
were no other aggregate fees billed in either of the last two fiscal years
for
products and services provided by the principal accountant, other than the
services reported above.
We
do not
have an audit committee currently serving and as a result our board of directors
performs the duties of an audit committee. Our board of directors
will evaluate and approve in advance, the scope and cost of the engagement
of an
auditor before the auditor renders audit and non-audit services. We
do not rely on pre-approval policies and procedures.
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on
the
dates indicated.
Note
A:
Summary of Significant
Accounting Policies
Background
The
Company was incorporated under the laws of the State of Nevada on March 2,2007. The Company commenced primary business activities which are the
edgarizing of files for SEC filings, during the last three months of its fiscal
year. Prior to that time, managements main focus was on organizational matters
and the sale of stock
Use
of
estimates
The
preparation of the financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that
affect certain reported amounts and disclosures. Accordingly, actual
results could differ from these estimates.
Cash
equivalents
For
the
purpose of the statement of cash flows, the company considers all highly liquid
debt instruments purchased with the original maturity of three months or less
to
be cash equivalents.
Income
Taxes
Income
taxes are provided for the tax effects of transactions reported in the financial
statements and consist of taxes currently due plus deferred taxes related
primarily to differences between the recorded book basis and tax basis of assets
and liabilities for financial and income tax reporting. The deferred
tax assets and liabilities represent the future tax return consequences of
those
differences, which will either be taxable or deductible when the assets and
liabilities are recovered or settle. Deferred taxes are also
recognized for operating losses that are available to offset future taxable
income and tax credits that are available to offset future federal income
taxes.
Revenue
Recognition
Revenue
is recognized in accordance with SEC Staff Accounting Bulletin No. 101, “Revenue
Recognition in Financial Statements”. The Company recognizes revenue when the
significant risks and rewards of ownership have been transferred to the customer
pursuant to applicable laws and regulations, including factors such as when
there has been evidence of a sales arrangement, delivery has occurred, or
services has been rendered, the price to the buyer is fixed or determinable,
and
collectability is reasonable assured.
Earnings
(loss) per
share
Statement
of Financial Accounting Standards No. 128, “Earnings Per Share”, requires
presentation of basic earnings per share (Basic EPS) and diluted per share
(“Diluted”EPS). Basic earnings (loss) per share is computed by dividing
earnings
(loss)
per share is computed by dividing earnings (loss) available to common
stockholders by the weighted average number of common shares outstanding
(including shares reserved for issuance) during the period. Diluted
earnings per share is calculated by dividing net income (loss) attributable
to
common stockholders by the weighted average number of shares outstanding and
all
dilutive potential shares that were outstanding during the period.
F-7
Note
B: Income
taxes
Deferred
income taxes reflect the net
tax effect of temporary differences between the carrying amounts of assets
and
liabilities for financial reporting purposes and the amounts used for income
tax
purposes. Significant components of the net deferred taxes, as of December31,
2007,
are as follows:
Deferred
tax assets:
Net
operating loss carryforward
$31,545
Less
valuation allowance
(31,545)
Total
net deferred tax assets
-
The
federal statutory tax rate
reconciled to the effective tax rate during fiscal 2007 and 2006, respectively,
is as follows:
2007
2006
Tax
at U.S. Statutory Rate
35.0%
35.0%
State
tax rate, net of federal benefits
5.0%
5.0%
Change
in valuation allowance
(40.0)
(40.0)
0.0%
0.0%
Note
C:
Sale of
stock
During
the period ending December 31, 2007, the Company raised $11,600 from sale of
stock, to one founder and 3 unrelated individuals. The total amount
of share issued were 21,200,000.
Additionally,
during the year, the Company commenced an Initial Public Offering (IPO) of
its
stock. The IPO was to raise $75,000 to $150,000 from the sale of
stock at $.25 a share. As of the December 31, 2007the Company had
raised $50,650 on the sale of 202,600 shares which was held in escrow pending
the raise of proceeds up to $75,000 or more.
Note
D:
Going
concern
Since
inception, the Company has had net losses from operating activities, which
raise
substantial doubt about its ability to continue as a going concern.
The
Company is in the process of raising initial working capital through a public
offering of its common stock, which is expected to provide liquidity until
operations become profitable.
The
Company is actively seeking clients for the intended operations thru aggressive
marketing.
The
Company’s ability to continue as a going concern is dependent upon a successful
public offering and ultimately achieving profitable operations. There
is no assurance that the Company will be successful in its efforts to raise
additional proceeds or achieve profitable operations. The financial
statements do not include any adjustments that might result from the outcome
of
this uncertainty.
Note
E:
Subsequent Events
Subsequent
to year end, the Company completed its IPO and raised a total of $81,750 from
the sale of 327,000 shares of stock at $.25. The company received the proceeds
early January 2008.
Note
F:
Notes Payable and Related Parties
During
the year the major shareholder of the Company advanced monies for working
capital purposes. The amount owing to the shareholder is $23,207 payable in
March 2008 with an interest rate of 12%.
F-8
Dates Referenced Herein and Documents Incorporated by Reference
