This
is
Cinjet’s initial public offering. We are offering a minimum of 300,000 shares
and a maximum of 600,000 shares of common stock. The public offering price
is
$0.25 per share. No public market currently exists for our shares. We only
have
a limited history of operations.
See
“Risk Factors” beginning on page 2 for certain information you should consider
before you purchase the shares.
It is
likely our stock will become subject to the Penny Stock rules which impose
significant restrictions on the Broker-Dealers and may affect the resale of
our
stock.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of the securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
The
shares are offered on a “minimum/maximum, best efforts” basis directly through
our officer and director. No commission or other compensation related to the
sale of the shares will be paid to our officer or director. The proceeds of
the
offering will be placed and held in an escrow account at Escrow Specialists,
P.
O. Box 3287, Ogden, UT84405, until a minimum of $75,000 in cash has been
received as proceeds from sale of shares. This offering will expire 120 days
after the date of this offering and can be extended by the management for an
additional 90 days. If we do not receive the minimum proceeds within 120 days
from the date of this prospectus, your investment will be promptly returned
to
you without interest and without any deductions. We may terminate this offering
prior to the expiration date.
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 word processing, typing and transcription,
resume writing, presentations, database management and a variety of basic to
more complex clerical and administrative functions. We will be competing with
a
broad range of companies who provide similar virtual office services including
international, national, regional and local businesses. The competition is
highly fragmented with many smaller providers as well several large competitors.
Some of our competitors include Back Office Solutions, LLC, Avos Virtual Office
Services, Progressive Office Solutions, Cooper Virtual Offices Services, and
Cyber Assistant Services.
In
addition, we provide electronic filing services for
clients
who need to file registration statements, prospectuses, periodic filings and
other documents required by the United States Securities and Exchange
Commission.
The
SEC
requires that all such corporate documents be filed in a special electronic
computer format to comply with the SEC’s Electronic Data Gathering Analysis and
Retrieval system, commonly referred to as EDGAR®. We convert client documents to
the prescribed EDGAR® format and submit the converted document directly to the
SEC via telecommunications.
We
will
be competing with a broad range of companies who provide similar services
including national, regional and local businesses. The competition is highly
fragmented with many small players dominated by several large competitors.
Some
of our competitors include Latek Corporate Filing Services, Pacific Management
Services, @EDGAR, Southridge Corporate Services, Prepress Graphics, Bassett
Press, EFFS, Inc., QuestNet, and ProFile Services as well as larger financial
printing companies such as Merrill Corporation.
We
have
commenced only limited operations. As of March 31, 2007, we realized a
cumulative net loss of $4,653
and
have
not yet established profitable operations. These factors raise substantial
doubts about our ability to continue as a going concern.
We
are
offering a minimum of 300,000 and a maximum of 600,000 shares. Upon completion
of the offering, we will have 10,750,000 shares outstanding if we sell the
minimum and 11,050,000 shares outstanding if we sell the maximum number of
shares. We will realize $75,000 if we raise the minimum and $150,000 if we
raise
the maximum amount of the offering. We anticipate our expenses related to the
offering to be approximately $20,000. We will use the proceeds from the offering
to repay existing debt and implement our business plan. We need to raise at
least the minimum offering amount from this offering so we can continue
operations and implement our business plan for the next twelve months. We
believe that with the minimum net offering proceeds amount of $55,000, we can
repay our outstanding debt, fund advertising campaigns aimed at increasing
sales
and cover our costs over the next year.
Upon
completion of this offering, our current shareholders will own 97.2% of the
stock if the minimum is raised and 94.57% of the stock if the maximum is raised.
This means that our current shareholders will be able to elect directors and
control the future course of Cinjet.
Our
principal executive offices are located at 2160
California Avenue, B#116, Sand City, CA93955-3172. Our telephone number is
831-393-1396.
2
RISK
FACTORS
Investing
in our stock is very risky and you should be able to bear a complete loss of
your investment. Please read the following risk factors closely.
Because
we are a new business and we have not proven our ability to generate profit,
an
investment in our company is risky. We
have
no meaningful operating history so it will be difficult for you to evaluate
an
investment in our stock. For the period ended March 31, 2007, we had $0 in
revenue and a net loss of $-----4,563. Our auditors have expressed substantial
doubt about our ability to continue as a going concern. We cannot assure that
we
will ever be profitable. Since we have not proven the essential elements of
profitable operations, you will be furnishing venture capital to us and will
bear the risk of complete loss of your investment in the event we are not
successful.
If
we do not raise money through this offering, it is unlikely we can continue
operations.
As of
March 31, 2007, we had assets of $8,734, current liabilities of $67 and a note
payable to a related party in the amount of $6.670. We are devoting
substantially all of our present efforts to establishing a new business and
need
the proceeds from this offering to continue implementing our business plan.
If
we cannot raise money through this offering, we will have to seek other sources
of financing or we will be forced to curtail or terminate our business. There
is
no assurance that additional sources of financing will be available at all
or at
a reasonable cost. These factors raise substantial doubt about our ability
to
continue as a going concern.
If
our operating costs exceed our estimates, it may impact our ability to continue
operations. We
believe we have accurately estimated our needs for the next twelve months based
on receiving both the minimum and maximum amount of the offering. It is possible
that we may need to purchase additional equipment or that our operating costs
will be higher than estimated. If this happens, it may impact our ability to
generate revenue and we would need to seek additional funding. We intend to
establish our initial clientele via existing relationships with accountants,
lawyers, venture capitalists, and other professionals. Should these
relationships not generate the anticipated volume of clientele, any
unanticipated marketing would diminish our working capital.
Our
revenues are difficult to predict because they are generated on a
project-by-project basis.
Our
target market is small to medium sized businesses that are in need of our
services. Our revenues are derived primarily from project-based client
engagements. As a result, our revenues are difficult to predict from period
to
period. We perform work for clients without formal contracts or under contracts
that are terminable upon little or no notice.
The
pricing structure of our services may preclude our ability to be
profitable.
We have
reviewed select competitors for our services and have made a reasonable estimate
with respect to pricing structure. If our services are too costly compared
to
our competition, we may deter potential clientele. Our management is less
experienced in pricing these services than many of our competitors. We may
find
that while keeping our pricing competitive, we experience more labor hours
than
our competitors, and in comparison experience a lower profit margin on
projects.
We
may not be able to compete in the market because we lack experience and have
limited funds.
The
majority of our competitors have greater financial and other resources than
we
do. Our competitors may also have a history of successful operations and an
established reputation within the industry. Some of our competitors may be
prepared to accept less favorable payment terms than us when negotiating or
renewing contracts. In addition, the market is characterized by an increasing
number of entrants that have introduced or developed services similar to those
offered by us. We believe that competition will intensify and increase in the
future. As a result, our competitors may be better positioned to address these
developments or may react more favorably to these changes. Our inability to
be
competitive in obtaining and maintaining clients would have a negative effect
on
our revenues and results of operations.
If
we lose the services of Mrs. Cynthia Grisham, it is unlikely that our business
could continue. Cinjet
requires the services of our executive officer to become established. Our
business relies exclusively
on Mrs.
Grisham's services because she is currently our sole employee, officer and
director. We have no employment agreement with our executive officer. If we
lost
the services of our executive officer, it is questionable we would be able
to
find a replacement and it is likely our business would fail.
3
Our
president has limited experience in running this type of service operation
and
our business may suffer from unforeseen problems.
Although
our president is knowledgeable in many aspects of the business and investment
banking industry, she has had no specific past experience in running a virtual
office and outsourcing services or a regulatory filing service. There may be
significant unforeseen obstacles to intended growth strategies that have not
been accurately anticipated.
Internet
system failures or viruses could seriously impact our operations and cause
customers to seek other solutions.
The need
to securely transmit all confidential information in a timely fashion will
be
critical to our clients. Any computer virus that is spread over the Internet
could disable or damage our system or delay our ability to transmit to the
SEC,
as well as our ability to transmit or receive correspondence and/or files
between clients and Cinjet. Additionally, any breach of confidentiality or
even
perceived compromise of integrity of computer information could cause
credibility problems with our clients. Our success is dependent upon our ability
to deliver high speed, uninterrupted information via the Internet to the SEC
as
well as to and from clients. Any system failure that causes interruption in
our
operations could impact our ability to maintain customers. Failures in the
telecommunications network on which we rely would result in customers’ receiving
no or diminished service.
The
SEC filing process is very time sensitive and if we fail to meet mandatory
deadlines, we may lose business.
Clients
need absolute dependability in regulatory filing services. Many of our
competitors have multiple people employed and multiple workstations at their
disposal. This provides our competitors with versatility in case of unforeseen
circumstances. We do not have that versatility. Any unavailability of our
personnel or unexpected mechanical problems could severely impact how our
clients might view our dependability and their desire to engage our services.
If
we fail to meet our client expectations or fail to deliver timely and accurate
services, we could suffer the loss of that client. Moreover, the negative
publicity could cause the loss of other clients and potential new business,
particularly from our referral sources.
We
lack long-term client contracts and need to expand our clientele in order to
make a profit.
Our
target market is small to medium sized businesses that are seeking services
that
we offer. Our lack of long-term client contracts reduces the predictability
of
our revenues because these contracts may be canceled on short notice. We do
not
currently have any contracts for our services. 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. Should these relationships not generate the anticipated volume
of
clientele, we make not be able to generate a profit.
It
is likely our stock will become subject to the Penny Stock rules which impose
significant restrictions on the Broker-Dealers and may affect the resale of
our
stock. A
penny
stock is generally a stock that
-
is not
listed on a national securities exchange or Nasdaq,
-
is
listed in "pink sheets" or on the NASD OTC Bulletin Board,
-
has a
price per share of less than $5.00 and
-
is
issued by a company with net tangible assets less than $5 million.
The
penny
stock trading rules impose additional duties and responsibilities upon
broker-dealers and salespersons effecting purchase and sale transactions in
common stock and other equity securities, including
-
determination of the purchaser's investment suitability,
-
delivery of certain information and disclosures to the purchaser,
and
-
receipt
of a specific purchase agreement from the purchaser prior to effecting the
purchase transaction.
4
Many
broker-dealers will not effect transactions in penny stocks, except on an
unsolicited basis, in order to avoid compliance with the penny stock trading
rules. In the event our common stock becomes subject to the penny stock trading
rules,
-
such
rules may materially limit or restrict the ability to resell our common stock,
and
-
the
liquidity typically associated with other publicly traded equity securities
may
not exist.
A
market
for our stock may never develop and you would not have the ability to sell
your
stock publicly.
If
the offering is completed, you will have little or no ability to control
operations.
Although
you will pay a price per share that substantially exceeds the price per share
paid by current shareholders and will contribute a significantly higher
percentage of the total amount to fund our operations, you will own a very
small
percent, less than 10%, of our shares. As a result, you have little or no
ability to control how management operates our business and our current
shareholders will be able to elect directors and control the future course
of
Cinjet. Mrs. Grisham currently has 71.77% control of Cinjet and will continue
to
have control of Cinjet as the owner of 69.79% if the minimum is raised and
67.87% if the maximum is raised of the outstanding common stock and as the
sole
employee, officer and director.
If
the offering is completed you will experience substantial dilution to your
investment in Cinjet.
As an
investor in this offering, you will pay a price per share that substantially
exceeds the price per share paid by current shareholders and you will contribute
a high percentage of the total amount to fund Cinjet, but will only own a small
percentage of our shares. Investors will have contributed $75,000 if the minimum
is raised and $150,000 if the maximum offering is raised, compared to $6,650
contributed by current shareholders. Further,
if the minimum is raised, investors will only own 2.79% of the total shares
and
if the maximum is raised, investors will only own 5.43% of the total shares.
If
the minimum is raised, the net tangible book value per share will be $0.00468
and if the maximum is raised, the net tangible book value per share will be
$0.01135 compared to the $0.25 per share you will pay to invest in
Cinjet.
We
are self-underwriting our offering and do not have the typical public market
interest of an offering underwritten by a market maker which will probably
result in fewer purchasers and potential lack of a future public market to
sell
your shares.
Most
initial public offerings are underwritten by a registered broker-dealer firm
or
an underwriting group. These underwriters generally will act as market makers
in
the stock of a company they underwrite to help insure a public market for the
stock. This offering is to be sold by our executive officer. We have no
commitment from any brokers to sell shares in this offering. As a result, we
will not have the typical broker public market interest normally generated
with
an initial public offering. Lack of a market for shares of our stock could
adversely affect a shareholder in the event a shareholder desires to sell his
shares. Should we sell the minimum offering, we believe, because of our business
plan and our perceived appeal to companies requiring EDGAR® filing services and
outsourced office services, a market maker may file for quotation of our shares
on the Over the Counter Bulletin Board.
Because
there is no current market and a trading market may never develop for our stock,
your investment may be illiquid.
Currently, we are privately owned and there is no public trading market for
our
stock and there can be no assurance that any market will develop. If a market
develops for our stock, it will likely be limited, sporadic and highly volatile.
100% of our outstanding shares are restricted securities under Rule 144, which
means that they are subject to restrictions on resale in the public market.
Future sale of the restricted stock after these restrictions lapse or are
satisfied, could have a depressive effect on the price of the stock in any
public market that develops and the liquidity of your investment. Public trading
of the common stock is covered by Rule 15c2-6 of the Securities Exchange Act
of
1934, which imposes certain sales practice requirements on broker-dealers who
sell certain designated securities to persons other than established customers
and certain categories of investors. For transactions covered by the rule,
the
broker-dealer must make a suitability determination for the purchaser and
receive the purchaser’s written agreement to the transaction prior to sale.
Under certain circumstances, the purchaser may enjoy the right to rescind the
transaction within a certain period of time. Consequently, so long as the common
stock is a designated security under the rule, the ability of broker-dealers
to
effect certain trades may be affected adversely, thereby impeding the
development of a meaningful market in the stock.
Shares
of stock that are eligible for sale by our stockholders may decrease the price
of our stock.
Upon
completion of the offering, we will have 10,750,000 shares outstanding,
including 300,000 shares that are freely tradable if we sell the minimum and
we
will have 11,050,000 shares outstanding, including 600,000 shares that are
freely tradable if we sell the maximum. If there is a public market for our
stock and if the holders sell substantial amounts of our stock, then the market
price of our stock could decrease.
5
FORWARD-LOOKING
STATEMENTS
You
should carefully consider the risk factors set forth above, as well as the
other
information contained in this prospectus. This prospectus contains
forward-looking statements regarding events, conditions, and financial trends
that may affect our plan of operation, business strategy, operating results,
and
financial position. You are cautioned that any forward-looking statements are
not guarantees of future performance and are subject to risks and uncertainties.
Actual results may differ materially from those included within the
forward-looking statements as a result of various factors. Cautionary statements
in the risk factors section and elsewhere in this prospectus identify important
risks and uncertainties affecting our future, which could cause actual results
to differ materially from the forward-looking statements made in this
prospectus.
DILUTION
AND COMPARATIVE
DATA
As
of
March 31, 2007, we had a net tangible book value, which is the total tangible
assets less total liabilities, of ($4,653) or approximately ($0.04452) per
share. The following table shows the dilution to your investment without taking
into account any changes in our net tangible book value after March 31, 2007,
except the sale of the minimum and maximum number of shares
offered.
Assuming
Minimum
Shares
Sold
Assuming
Maximum
Shares
Sold
Shares
Outstanding
10,750,000
11,050,000
Public
offering proceeds
at
$0.25 per share
$75,000
$150,000
Net
offering proceeds after
Expenses
$55,000
$130,000
Net
tangible book value
before
offering
Per
share
($4,653)
($0.0004452)
($4,653)
($0.0004452)
Pro
forma net tangible
book
value after offering
Per
share
$50,347
$0.00468
$125,347
$0.01135
Increase
attributable to purchase of shares by new investors
$0.005125
$0.01379
Dilution
per share to new investors
$0.24532
$0.23865
Percent
dilution
98.12%
95.46%
6
The
following table summarizes the comparative ownership and capital contributions
of existing common stock shareholders and investors in this offering as of
March31, 2007:
Shares
Owned
Number
%
Total
Consideration
Amount
%
Average
Price
Per
Share
Present
Shareholders
Minimum
Offering
Maximum
Offering
10,450,000
97.2%
10,450,000
94.57%
$6,650
8.15%
$6,650
4.25%
$0.0006
$0.0006
New
Investors
Minimum
Offering
Maximum
Offering
300,000
2.8%
600,000
5.43%
$75,000
91.85%
$150,000
95.75%
$0.25
$0.25
The
numbers used for Present Shareholders assumes that none of the present
shareholders purchase additional shares in this offering.
The
above
table illustrates that as an investor in this offering, you will pay a price
per
share that substantially exceeds the price per share paid by current
shareholders and that you will contribute a high percentage of the total amount
to fund Cinjet, but will only own a small percentage of our shares. Investors
will have contributed $75,000 if the minimum is raised and $150,000 if the
maximum offering is raised, compared to $6,650 contributed by current
shareholders. Further, if the minimum is raised, investors will only own 2.8%
of
the total shares and if the maximum is raised, investors will only own 5.43%
of
the total shares.
USE
OF PROCEEDS
The
net
proceeds to be realized by us from this offering, after deducting estimated
offering related expenses of approximately $20,000 is $55,000 if the minimum
and
$130,000 if the maximum number of shares is sold.
The
following table sets forth our estimate of the use of proceeds from the sale
of
the minimum and the maximum amount of shares offered. Since the dollar amounts
shown in the table are estimates only, actual use of proceeds may vary from
the
estimates shown.
Description
Assuming
Sale of
Assuming
Sale of
Minimum
Offering
Maximum
Offering
Total
Proceeds
$75,000
$150,000
Less
Estimated Offering
Expenses
$20,000
$
20,000
Net
Proceeds
Available
$55,000
$130,000
Use
of
Net Proceeds
Pay
off
notes
$
6,670
$
6,670
Pay
off
interest
$
67
$
67
Corporate
literature
$
3,000
$
5,000
Equipment
$10,000
$20,000
Marketing
$
5,000
$10,000
Salary
$12,000
$12,000
Working
capital
$18,263
$76,263
TOTAL
NET
PROCEEDS
$55,000
$130,000
We
currently have an outstanding note amounting to $6,670 issued in March of 2007
that is owed to Cynthia Grisham, our sole officer and director. The note accrues
interest at the rate of 12% per annum. At March 31, 2007 total principal and
accrued interest on the notes was approximately $6,737. The note is due upon
the
successful completion of this offering or March 31, 2008, whichever is first.
This note is unsecured. The proceeds from the note were used to pay legal and
accounting fees. We intend to use the proceeds from this offering to retire
this
debt.
7
We
intend
to pay Cynthia Grisham a minimum of $1,000 per month upon completion of this
offering. We have an agreement to pay Ms. Grisham $50,000 per year for her
services upon completion of this offering. We will use $1,000 per month from
the
proceeds of this offering to pay Ms. Grisham and anticipate the balance of
the
agreed salary to come from our revenues. We are not accruing any past due salary
as Ms. Grisham is not eligible for compensation until this offering is
completed.
The
working capital reserve may be used for general corporate purposes to operate,
manage and maintain the current and proposed operations including additional
product development, professional fees including legal and consulting fees,
expenses including office supplies and travel costs and other administrative
costs. The amounts actually expended for working capital purposes may vary
significantly and will depend on a number of factors, including the amount
of
our future revenues and the other factors described under Risk
Factors.
Costs
associated with being a public company, including compliance and audits of
our
financial statements will be paid from working capital and revenues generated
from our operations.
If
less
than the maximum offering is received, we will apply the proceeds according
to
the priorities outlined above. The proceeds will be used as outlined and we
do
not intend to change the use of proceeds or pursue any other business other
than
as described in this prospectus.
Pending
expenditures of the proceeds of this offering, we may make temporary investments
in short-term, investment grade, interest-bearing securities, money market
accounts, insured certificates of deposit and/or in insured banking
accounts.
DETERMINATION
OF OFFERING PRICE
The
offering price of the shares was arbitrarily determined by our management.
The
offering price bears no relationship to our assets, book value, net worth or
other economic or recognized criteria of value. In no event should the offering
price be regarded as an indicator of any future market price of our securities.
In determining the offering price, we considered such factors as the prospects
for our products, our management’s previous experience, our historical and
anticipated results of operations and our present financial
resources.
DESCRIPTION
OF 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.
8
Our
business
The
laws
and rules that govern the securities industry in the United States derive 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
EDGARâ
system
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.
The
SEC
requires that every document submitted via EDGARâ
to
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 EDGARâ
filing.
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 high quality 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.
9
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.
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.
To
date
we have spent approximately $1,500 on research and development that consisted
primarily of software training.
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
still in the process of evaluating the pricing structure for our virtual office
services. Initially, 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.
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.
10
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.
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.
11
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.
Facilities
and 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 2160 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.
Legal
proceedings
Our
company is not a party to any bankruptcy, receivership or other legal
proceeding, and to the best of our knowledge, no such proceedings by or against
Cinjet have been threatened.
PLAN
OF OPERATION
Should
we
receive the minimum offering of $75,000, we will realize net proceeds of
$55,000. This amount will enable us to pay off our existing debt, implement
a
marketing program and provide us with sufficient working capital to continue
operations for a period of twelve months. Should we receive the maximum amount
of the offering of $150,000, we will realize net proceeds of $130,000. This
amount will enable us to expand our marketing and advertising and purchase
additional equipment. We anticipate that with the maximum offering amount,
we
can continue our operations for a period of twelve months.
Upon
receipt of the proceeds of this offering, we will pay off our debt of $6,670.
If
we raise the minimum we are planning to spend up to $3,000 on the corporate
literature, $10,000 on additional equipment, $5,000 on marketing and the
remaining capital will be reserved for working capital. Should we receive the
maximum amount, we will spend up to $5,000 on the corporate literature, $20,000
on additional equipment, $10,000 on marketing and the remaining capital will
be
reserved for working capital.
We
intend
to pay Cynthia Grisham a minimum of $1,000 per month upon completion of this
offering. We have an agreement to pay Ms. Grisham $50,000 per year for her
services upon completion of this offering. We will use $1,000 per month from
the
proceeds of this offering to pay Ms. Grisham and anticipate the balance of
the
agreed salary to come from our revenues. We are not accruing any past due salary
as Ms. Grisham is not eligible for compensation until this offering is
completed.
The
working capital reserve may be used for general corporate purposes to operate,
manage and maintain the current and proposed operations including additional
product development, professional fees including legal and consulting fees,
expenses including office supplies and travel costs and other administrative
costs. The amounts actually expended for working capital purposes may vary
significantly and will depend on a number of factors, including the amount
of
our future revenues and the other factors described under Risk
Factors.
We
believe we have accurately estimated our needs for the next twelve months based
on receiving both the minimum and maximum amount of the offering. It is possible
that our startup costs will be higher than estimated. At present, we have no
capital commitments for the next twelve months. We believe we have reserved
sufficient working capital to cover any unexpected expenses.
12
Our
auditors have expressed substantial doubt about our ability to continue as
a
going concern. We believe that we can continue operations with ongoing client
services even if we fail to raise the minimum offering amount. However, if
we
are unable to raise the offering amount and our request for client services
declines, it may be necessary for us to find additional funding in order to
continue our operations. In this event, we may seek additional financing in
the
form of loans or sales of our stock and there is no assurance that we will
be
able to obtain financing on favorable terms or at all or that we will find
qualified purchasers for the sale of any stock. We do not have any commitments
for any type of financing or funding.
Upon
effectiveness of this registration statement, we intend to comply with our
duties as public company. To demonstrate our commitment to operating fairly
and
ethically, we have recently adopted a Corporate Code of Ethics that is attached
as an exhibit to this report.
We
did
not generate any revenue during the year ended March 31, 2007. For the year
ended March 31, 2007, we generated $0
in
income. During the year ended March 31, 2007 our expenses were $4,586.
Expenses in 2007 consisted of general and administrative costs, consulting
fees
and professional fees. The professional fees were, to a large extent, to our
auditors and legal counsel for preparation of this registration statement.
Liquidity
and Capital Resources
At
March31, 2007 we had total assets of $8,734. Current assets consisted of $8,734
in
cash. Total current liabilities at March 31, 2007 consisted of $6,737 in notes
payable to related parties and accrued interest.
We
do not
anticipate any capital expenditures in the next twelve months. We
anticipate using the funds from this offering to pay off our debts, develop
promotional literature, update our computer systems and continue operations
for
the next twelve months.
MANAGEMENT
Our
business will be managed by our officer and director.
The
following is a brief biography of our officer and director.
Cynthia
Grisham, President, Secretary, Treasurer and Director.
Mrs.
Grisham graduated from Heald Business College with 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 California counties.
CFMG’s programs are accredited through the California Medical Association,
Institute of Medical Quality for both adult and juvenile correctional
facilities. CFMG’s ownership and management group has been the same since
1983.
COMPENSATION.
We
intend
to pay Cynthia Grisham a minimum of $1,000 per month upon completion of this
offering. We have an agreement to pay Ms. Grisham $50,000 per year for her
services upon completion of this offering. We will use $1,000 per month from
the
proceeds of this offering to pay Ms. Grisham and anticipate the balance of
the
agreed salary to come from our revenues. We are not accruing any past due salary
as Ms. Grisham is not eligible for compensation until this offering is
completed.
13
There
are
no formal employment arrangements in place. We have agreed to pay Mrs. Grisham
up to $50,000 per year for her management services with payment to be made
as
the services are performed. In addition, we have agreed to reimburse Mrs.
Grisham for expenses incurred on our behalf. We do not anticipate formalizing
this arrangement and do not have any preliminary agreements or understandings
that would change the terms of compensation during the course of the year.
We do
not anticipate compensating any directors.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
We
currently have an outstanding note amounting to $6,670 issued in March of 2007
that is due to Cynthia Grisham. The note accrues interest at the rate of 12%
per
annum. At March 31, 2007 total principal and accrued interest on the notes
was
approximately $6,737. The note is due upon the successful completion of this
offering or March 31, 2008, whichever is first. This note is unsecured. The
proceeds from the note were used to pay legal and accounting fees. We intend
to
use the proceeds from this offering to retire this debt.
We
have
agreed to pay Mrs. Grisham up to $50,000 per year for managing our business
with
payment to occur as the services are performed.
PRINCIPAL
STOCKHOLDERS
The
following table sets forth the beneficial ownership of our common stock as
of
the date of this prospectus, and as adjusted to reflect the sale of 300,000
shares should we sell the minimum amount and 600,000 should we sell maximum
number of shares.
The
table
includes:
·
each
person known to us to be the beneficial owner of more than five percent of
the
outstanding shares
All
directors and executive officers as a group (1 person)
7,500,000
71.77%
69.79%
67.87%
(1)
Officer
and/or director.
The
beneficial owners listed above have sole voting and investment power of the
stock held by them.
14
DESCRIPTION
OF THE SECURITIES
Common
Stock
We
are
authorized to issue up to 100,000,000 shares of common stock with a par value
of
$.0001 per share. As of the date of this prospectus, there are 10,450,000 shares
of common stock issued and outstanding.
The
holders of common stock are entitled to one vote per share on each matter
submitted to a vote of stockholders. In the event of liquidation, holders of
common stock are entitled to share ratably in the distribution of assets
remaining after payment of liabilities, if any. Holders of common stock have
no
cumulative voting rights, and, accordingly, the holders of a majority of the
outstanding shares have the ability to elect all of the directors. Holders
of
common stock have no preemptive or other rights to subscribe for shares. Holders
of common stock are entitled to such dividends as may be declared by the board
of directors out of funds legally available therefore. The outstanding common
stock is, and the common stock to be outstanding upon completion of this
offering will be, validly issued, fully paid and non-assessable.
We
anticipate that we will retain all of our future earnings, if any, for use
in
the operation and expansion of our business. We do not anticipate paying any
cash dividends on our common stock in the foreseeable future.
Preferred
Stock
We
are
authorized to issue up to 5,000,000 shares of preferred stock with a par value
of $0.0001. Our preferred stock may be issued in series, with such designations,
preferences, stated values, rights, qualifications or limitations as determined
solely by our board of directors. As of the date of this prospectus, we have
issued no shares of our preferred stock
Transfer
Agent
Our
transfer agent is Action Stock Transfer, 7069 S. Highland Dr., #300, Salt LakeCity, UT84121.
SHARES
AVAILABLE FOR FUTURE SALE
As
of the
date of this prospectus, there are 10,450,000 shares of our common stock issued
and outstanding. Upon the effectiveness of this registration statement, 300,000
shares will be freely tradable if the minimum is sold and 600,000 shares will
be
freely tradeable if the maximum number of shares is sold. The remaining
10,450,000 shares of common stock will be subject to the resale provisions
of
Rule 144. Sales of shares of common stock in the public markets may have an
adverse effect on prevailing market prices for the common stock.
Rule
144
governs resale of “restricted securities” for the account of any person, other
than an issuer, and restricted and unrestricted securities for the account
of an
“affiliate of the issuer. Restricted securities generally include any securities
acquired directly or indirectly from an issuer or its affiliates which were
not
issued or sold in connection with a public offering registered under the
Securities Act. An affiliate of the issuer is any person who directly or
indirectly controls, is controlled by, or is under common control with the
issuer. Affiliates of the company may include its directors, executive officers,
and person directly or indirectly owning 10% or more of the outstanding common
stock. Under Rule 144 unregistered resales of restricted common stock cannot
be
made until it has been held for one year from the later of its acquisition
from
the company or an affiliate of the company. Thereafter, shares of common stock
may be resold without registration subject to Rule 144’s volume limitation,
aggregation, broker transaction, notice filing requirements, and requirements
concerning publicly available information about the company (“Applicable
Requirements”). Resales by the company’s affiliates of restricted and
unrestricted common stock are subject to the Applicable Requirements. The volume
limitations provide that a person (or persons who must aggregate their sales)
cannot, within any three-month period, sell more than the greater of one percent
of the then outstanding shares, or the average weekly reported trading volume
during the four calendar weeks preceding each such sale. A non-affiliate may
resell restricted common stock which has been held for two years free of the
Applicable Requirements.
15
MARKET
FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS
We
have
four shareholders. Currently, there is no public trading market for our
securities and there can be no assurance that any market will develop. If a
market develops for our securities, it will likely be limited, sporadic and
highly volatile. Currently, we do not plan to have our shares listed nor do
we
have any agreements with any market makers. At some time in the future, a market
maker may make application for listing our shares.
Presently,
we are privately owned. This is our initial public offering. Most initial public
offerings are underwritten by a registered broker-dealer firm or an underwriting
group. These underwriters generally will act as market makers in the stock
of a
company they underwrite to help insure a public market for the stock. This
offering is to be sold by our sole officer and director. We have no commitment
from any brokers to sell shares in this offering. As a result, we will not
have
the typical broker public market interest normally generated with an initial
public offering. Lack of a market for shares of our stock could adversely affect
a shareholder in the event a shareholder desires to sell his
shares.
Currently
the Shares are subject to Rule 15g-1 through Rule 15g-9, which provides,
generally, that for as long as the bid price for the Shares is less than $5.00,
they will be considered low priced securities under rules promulgated under
the
Exchange Act. Under these rules, broker-dealers participating in transactions
in
low priced securities must first deliver a risk disclosure document which
describes the risks associated with such stocks, the broker-dealer's duties,
the
customer's rights and remedies, and certain market and other information, and
make a suitability determination approving the customer for low priced stock
transactions based on the customer's financial situation, investment experience
and objectives. Broker-dealers must also disclose these restrictions in writing
to the customer and obtain specific written consent of the customer, and provide
monthly account statements to the customer. Under certain circumstances, the
purchaser may enjoy the right to rescind the transaction within a certain period
of time. Consequently, so long as the common stock is a designated security
under the Rule, the ability of broker-dealers to effect certain trades may
be
affected adversely, thereby impeding the development of a meaningful market
in
the common stock. The likely effect of these restrictions will be a decrease
in
the willingness of broker-dealers to make a market in the stock, decreased
liquidity of the stock and increased transaction costs for sales and purchases
of the stock as compared to other securities.
Our
stock
will be considered a penny stock. A penny stock is generally a stock
that:
-
is not
listed on a national securities exchange or Nasdaq,
-
is
listed in "pink sheets" or on the NASD OTC Bulletin Board,
-
has a
price per share of less than $5.00 and
-
is
issued by a company with net tangible assets less than $5 million.
The
penny
stock trading rules impose additional duties and responsibilities upon
broker-dealers and salespersons effecting purchase and sale transactions in
common stock and other equity securities, including
-
determination of the purchaser's investment suitability,
-
delivery of certain information and disclosures to the purchaser,
and
-
receipt
of a specific purchase agreement from the purchaser prior to effecting the
purchase transaction.
16
Many
broker-dealers will not effect transactions in penny stocks, except on an
unsolicited basis, in order to avoid compliance with the penny stock trading
rules. In the event our common stock becomes subject to the penny stock trading
rules,
-
such
rules may materially limit or restrict the ability to resell our common stock,
and
-
the
liquidity typically associated with other publicly traded equity securities
may
not exist.
A
market
for our stock may never develop and you would not have the ability to sell
your
stock publicly.
PLAN
OF DISTRIBUTION
We
are
offering a minimum of 300,000 shares and a maximum of 600,000 shares on a best
efforts basis directly to the public through our officer and director. This
offering will expire 120 days after the date of this offering and can be
extended by the management for an additional 90 days. If we do not receive
the
minimum proceeds within 120 days from the date of this prospectus, your
investment will be promptly returned to you without interest and without any
deductions. We may terminate this offering prior to the expiration
date.
In
order
to buy our shares, you must complete and execute the subscription agreement
and
make payment of the purchase price for each share purchased by check payable
to
the order of Escrow
Specialists,
Cinjet,
Inc. Escrow Account.
Until
the
minimum 300,000 shares are sold, all funds will be deposited in a non-interest
bearing escrow account at,
Escrow
Specialists, P. O. Box 3287, Ogden, UT84405. In
the
event that 300,000 shares are not sold during the 120 day selling period
commencing on the date of this prospectus, all funds will be promptly returned
to investors without deduction or interest.
Solicitation
for purchase of our shares will be made only by means of this prospectus and
communications with our officer and director who is employed to perform
substantial duties unrelated to the offering, who will not receive any
commission or compensation for their efforts, and who are not associated with
a
broker or dealer.
Our
officer and director, Mrs. Cynthia Grisham, will not register as a broker-dealer
pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance
upon
Rule 3a4-1, which sets forth those conditions under which a person associated
with an issuer may participate in the offering of the issuer’s securities and
not be deemed to be a broker-dealer. Mrs. Cynthia Grisham meets the conditions
of Rule 3a4-1 and therefore, is not required to register as a broker-dealer
pursuant to Section 15.
We
have
the right to accept or reject subscriptions in whole or in part, for any reason
or for no reason. All monies from rejected subscriptions will be returned
immediately by us to the subscriber, without interest or deductions.
Subscriptions for securities will be accepted or rejected within 48 hours after
we receive them.
LEGAL
MATTERS
The
legality of the issuance of the shares offered hereby and certain other matters
will be passed upon for Cinjet by Cletha A. Walstrand, P.C., Salt Lake City,
Utah.
EXPERTS
The
financial statements of Cinjet as of March 31 2007, appearing in this prospectus
and registration statement have been audited by Hawkins Accounting as set forth
in their report appearing elsewhere herein, and are included in reliance upon
such report given upon the authority of Hawkins Accounting as experts in
accounting and auditing.
17
CHANGES
IN AND DISAGREEMENTS WITH
ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
COMMISSION
POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company has been advised that
in
the opinion of the Securities and Exchange Commission such indemnification
is
against public policy and is, therefore, unenforceable.
ADDITIONAL
INFORMATION
We
have
filed a registration statement under the Securities Act of 1933 with the SEC
with respect to the common shares, warrants and options offered hereby. This
prospectus does not contain all of the information set forth in the registration
statement, its amendments, schedules, and exhibits, certain portions of which
are entitled as permitted by the rules and regulations of the Commission. For
further information with respect to Cinjet and the common shares, warrants
and
options, please see the registration statement and the exhibits thereto. The
registration statement may be examined at, and copies of the Registration
Statement may be obtained at prescribed rates from, the Public Reference Section
of the Commission, 100 F Street, NL Room 1580, Washington, DC 20549. The SEC
also maintains a Web site (http://www.sec.gov)
that
contains reports, proxy and information statements and other information that
public companies file electronically with the Commission. Additional information
regarding the operation of the public reference room may be obtained by calling
the SEC at 1-800-SEC-0330.
Once
this
registration statement becomes effective, we will be required to file annual
and
quarterly reports as well as other reports with the Securities and Exchange
Commission. At such time that we are required to file such reports, they may
be
read and inspected without charge at the public reference facilities maintained
by the Securities and Exchange Commission in the Public Reference Section of
the
Commission, 100 F Street, NL Room 1580, Washington, DC 20549 and copies of
all
or any part of the reports may be obtained from the Commission upon payment
of a
prescribed fee. This information will also be available from the Commission’s
Internet website, http://www.sec.gov.
Report
of Independent Registered Public Accounting Firm
I
have audited the balance sheet of CINJET, Inc. as of March 31, 2007 and the
related statements of operations, stockholders’ equity and cash flows from date
of inception (February 28, 2007) to March 31, 2007. These financial statements
are the responsibility of the Company’s management. My responsibility is to
express an opinion on these financial statements based on my
audit.
I
conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I
plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides reasonable
basis for my opinion.
In
my
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of CINJET, Inc as of March 31, 2007,
the results of operations and it’s cash flows from date of inception (February28, 2007) to March 31, 2007 in conformity with generally accepted accounting
principles in the United States of America.
Note
A:
Summary
of Significant Accounting Policies
Development
Stage Company
CINJET,
Inc. (the “Company”) is a development stage company as defined in the Financial
Accounting Standards Board No. 7. The Company is devoting substantially all
of
its present efforts in securing and establishing a new business, and although
planned principal operations have commenced, substantial revenues have yet
to be
realized.
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.
Note
B:
Background
The
Company was incorporated under the laws of the State of Nevada on February28,2007. The principal activities of the Company, from the beginning of the
development stage, have been organizational matters and the sale of stock.
The
Company was formed to provide EDGAR services and provide virtual office
services.
Note
C:
Related
Party Transactions
The
founder of the company advanced monies to the Company for operating capital
purposes. The note is due and payable on March 31, 2008 and carries a 12% per
annum interest rate. Total amount advanced was $6,670.
The
benefit for income taxes from operations consisted of the following components:
current tax benefit of $4,653 resulting from a net loss before income taxes,
and
deferred tax expenses of $4,653 from a valuation allowance recorded against
the
deferred tax asset resulting from net operating losses. Net operating loss
carryforward will expire in 2027.
The
valuation allowance will be evaluated at the end of each year, considering
positive and negative evidence about whether the asset will be realized. At
the
time, the allowance will either be increased or reduced; reduction would result
in the complete elimination of the allowance if positive evidence indicates
that
the value of the deferred tax asset is no longer required.
Note
I:
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.
26
====================================
Until
October 12, 2007, all dealers that effect transactions in these
securities, whether or not participating in this offering, may be
required
to deliver a prospectus. This is in addition to the dealers’ obligation to
deliver a prospectus when acting as underwriters and with respect
to their
unsold allotments or subscriptions.
--------------------------------
TABLE
OF CONTENTS
--------------------------------
Prospectus
Summary
2
Risk
Factors 3
Forward-Looking
Statements
6
Dilution
and Comparative
Data
6
Use
of
Proceeds
7
Determination
of Offering
Price
8
Description
of
Business
8
Plan
of
Operation
12
Management’s
Discussion and
Analysis 13
Management
13
Compensation
13
Certain
Relationships and Related Transactions
14
Principal
Stockholders
14
Description
of the
Securities
15
Shares
Available for Future
Sale
15
Market
for Common
Stock
16
Plan
of
Distribution
17
Legal
Matters
17
Experts
17
Additional
Information
18
Index
to Financial
Statements 19
No
dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained
in
this Prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company.
This
Prospectus does not constitute an offer to sell or a solicitation
of an
offer to buy any of the securities offered hereby to whom it is unlawful
to make such offer in any jurisdiction. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that information contained herein is correct
as of
any time subsequent to the date hereof or that there has been no
change in
the affairs of the Company since such date.
