Generation Alpha, Inc. - Annual Report: 2008 (Form 10-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2008
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 000-52446
CINJET, INC.
(Name of small business issuer in its charter)
Nevada | 20-8609439 |
(State or other jurisdiction | (I.R.S. Employer Identification No.) |
of incorporation or organization) |
|
1260 California Avenue, B#116
Sand City, CA 93955-3172
(Address of principal executive offices)
Issuers telephone number: (831) 393-1396
Securities Registered pursuant to Section 12(b) of the Act: None.
Securities Registered pursuant to Section 12(g) of the Exchange Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes X No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes X No
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.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. X Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X .
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer .
Non-accelerated filer (Do not check is a smaller reporting company) Smaller reporting company X .
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes X No
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 last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter. 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 2008 and there has been no trading volume in 2009, therefore the aggregate market value of the issuers common stock held by non-affiliates at February 17, 2009 is deemed to be $-0-.
Note. If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes No
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrants classes of common stock, as of the latest practicable date:
Class | Outstanding as of February 17, 2009 |
Common Stock, $.01 par value | 11,155,008 |
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (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) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).
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PART I
ITEM 1. BUSINESS.
Business Development
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 Commissions 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 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.
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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.
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 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.
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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:
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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.
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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.
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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 commenced 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.
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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.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, Including Duration
None; not applicable
Need For Any Government Approval of Principal Products or Services
None; not applicable
Effect of Existing or Probable Governmental Regulations on Business
None; not applicable
Time Spent During the Last Two Fiscal Years on Research and Development Activities
None; not applicable
Costs and Effects of Compliance with Environmental Laws (federal, state and local)
None; not applicable
ITEM 1A. RISK FACTORS.
Not required by smaller reporting companies.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2. PROPERTIES.
We do not currently own any property. We utilize office space in the residence of our President at no cost. We will not seek independent office space until we pursue a viable business opportunity and recognize income.
ITEM 3. LEGAL PROCEEDINGS.
The Company is not the subject of any pending legal proceedings; and to the knowledge of management, no proceedings are presently contemplated against the Company by any federal, state or local governmental agency.
Further, to the knowledge of management, no director or executive officer is party to any action in which any has an interest adverse to the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
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PART II
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information
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 2008 and there has been no trading volume in 2009.
Holders
As of February 17, 2009, there were approximately 42 shareholders of record holding 10,777,000 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.
Dividends
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 corporations assets exceed its liabilities and it is able to pay its debts as they become due in the usual course of business.
Securities Authorized for Issuance Under Equity Compensation Plans
None.
Recent Sales or Purchases of Unregistered Securities
None.
ITEM 6. SELECTED FINANCIAL DATA.
Since we are a smaller reporting company, as defined by SEC regulation, we are not required to provide the information required by this Item.
ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
FORWARD-LOOKING STATEMENTS
The statements made below with respect to our outlook for fiscal 2009 and beyond represent forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934 and are subject to a number of risks and uncertainties. These include, among other risks and uncertainties, whether we will be able to generate sufficient cash flow from our operations or other sources to fund our working capital needs, maintain existing relationships with our lender, successfully introduce and attain market acceptance of any new products, attract and retain qualified personnel both in our existing markets and in new territories in an extremely competitive environment, and potential obsolescence of our technologies.
In some cases, you can identify forward-looking statements by terms such as may, will, should, could, would, expects, plans, anticipates, believes, estimates, projects, predicts, potential and similar expressions intended to identify forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this report. Except as otherwise required by law, we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this report to reflect any change in our expectations or any change in events, conditions or circumstances on which any of our forward-looking statements are based. We qualify all of our forward-looking statements by these cautionary statements.
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Results of Operations
Years Ended December 31, 2008 and December 31, 2007
We have experienced losses since inception. We generated $28,745 in revenues from operations during the year ended December 31, 2008 compared to $15,614 for the year ended December 31, 2007. Expenses during the year ended December 31, 2008 were $86,454 with interest expense of $454, giving us a net loss of $58,163 compared to expenses of $47,159 with interest expense of $1,850, for a net loss of $33,394 for the year ended December 31, 2007. Expenses consisted of general and administrative expenses, office equipment and professional fees.
Liquidity and Capital Resources
At December 31, 2008, we had $-0- in available cash on hand, $-0- in restricted cash and accounts receivable of $29,552 for a total of $29,552 in current assets. We had fixed assets consisting of computer and equipment and software less accumulated depreciation of $4,081 for total assets of $33,633 as of December 31, 2008. We anticipate our expenses for the next twelve months will be approximately $40,000.
During the year the Company borrowed monies from the major shareholder and other related parties for working capital purposes. As of December 31, 2008 and 2007, the Company owed $5,630 and $23,207 respectively to a major shareholder. During 2008 and 2007 and company repaid $23,207 and 0 to a major shareholder.
The company accrued management fees to a major shareholder of $36,000 in 2008 and $12,000 in 2007. Of these, the company paid $29,500 during 2008.
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.
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 Statementsan 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.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our consolidated financial condition, results of operations or liquidity.
Need For Additional Financing
In the past we have relied on advances from our president to cover our operating costs. Management anticipates that it will have sufficient capital to meet our needs through the next 12 months. However, there can be no assurances to that effect.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Since we have no assets and do not have any investments in eligible portfolio companies there is no quantitative information, as of the end of December 31, 2008, about market risk that has any impact on our present business. Once we begin making investments in eligible portfolio companies there will be market risk sensitive instruments and we will disclose the applicable market risk information at that time.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The required financial statements are included following the signature page of this Form 10-K.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
The Company has had no disagreements with its certified public accountants with respect to accounting practices or procedures or financial disclosure.
ITEM 9A(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 SECs 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. We believe our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective.
Managements 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 Companys internal control over financial reporting as of December 31, 2008. 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, 2008, our internal control over financial reporting was effective.
This annual report does not include an attestation report of the Companys independent registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only managements report in this annual report.
(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 9B. OTHER INFORMATION
There are no further disclosures. All information that was required to be disclosed in a Form 8-K during the fourth quarter 2008 has been disclosed.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Identification of Directors and Executive Officers
The following table sets forth the name, age, position and office term of each executive officer and director of the Company.
Name | Age | Position | Director or Officer Since |
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Cynthia Grisham | 43 | President, Secretary, Treasurer and Director | February 28, 2007 |
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.
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Set forth below is certain biographical information regarding the Companys executive 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. CFMGs programs are accredited through the California Medical Association, Institute of Medical Quality for both adult and juvenile correctional facilities. CFMGs 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.
Term of Office
The term of office of the current directors shall continue until new directors are elected or appointed.
Involvement in Certain Legal Proceedings
During the past five years, no present or former director, person nominated to become a director, executive officer, promoter or control person of the Company:
(1) Was a general partner or executive officer of any business by or against which any bankruptcy petition was filed, whether at the time of such filing or two years prior thereto;
(2) Was convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
(3) Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and
(4) Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity;
(5) Was found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
Financial Expert
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.
Code of Ethics
The Company has adopted a code of ethics that applies to the Companys 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 Companys address shown on Page 1 of this report.
ITEM 11. EXECUTIVE COMPENSATION
No current or prior officer or director has received any remuneration or compensation from the Company in the past three years, nor has any member of the Companys management been granted any option or stock appreciation right. Accordingly, no tables relating to such items have been included within this Item. None of our employees are subject to a written employment agreement nor has any officer received a cash salary since our founding.
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The Summary Compensation Table shows certain compensation information for services rendered in all capacities for the fiscal periods ended December 31, 2008, and 2007. Other than as set forth herein, no executive officer's salary and bonus exceeded $100,000 in any of the applicable years. The following information includes the dollar value of base salaries, bonus awards, the number of stock options granted and certain other compensation, if any, whether paid or deferred.
SUMMARY COMPENSATION TABLE | |||||||||
Name and principal position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (4) | Option Awards ($) (4) | Non- Equity Incentive Plan Compen- sation ($) | Nonquali- fied Deferred Compen- sation Earnings ($) | All Other Compen- sation ($) | Total ($) |
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Diane S. Button | 2008 2007 | 36,000(1) 12,000(2) | -0- -0- | -0- -0- | -0- -0- | -0- -0- | -0- -0- | -0- -0- | 36,000 12,000 |
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(1) Our sole officer had $36,000 in accrued management fees for 2008 of which $17,500 was paid during 2008.
(2) Our sole officer had $12,000 in accrued management fees for 2007 of which $12,000 was paid during 2008.
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 finders 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.
Termination of Employment and Change of Control Arrangement
There are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any former employees, officers or directors which would in any way result in payments to any such person because of his or her resignation, retirement or other termination of such persons employment with the Company or its subsidiaries, or any change in control of the Company, or a change in the persons responsibilities following a change in control of the Company.
11
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth as of February 17, 2009, the number and percentage of the 2,309,815 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 |
|
|
Class |
| Beneficial Owner |
| Beneficial Ownership |
| Percentage of Class |
|
|
|
|
|
|
|
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. Box 7565 |
|
|
|
|
|
| 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.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE.
Transactions with Management and Others
We utilize office space at the residence of Cynthia Grisham to conduct our activities at no charge.
Certain Business Relationships
During the year the Company borrowed monies from the major shareholder and other related parties for working capital purposes. As of December 31, 2008 and 2007, the Company owed $5,630 and $23,207 respectively to a major shareholder. During 2008 and 2007 and company repaid $23,207 and 0 to a major shareholder.
The company accrued management fees to a major shareholder of $36,000 in 2008 and $12,000 in 2007. Of these, the company paid $29,500 during 2008.
Indebtedness of Management
None; not applicable.
12
Conflicts of Interest
None of our key personnel is required to commit full time to our affairs and, accordingly, these individuals may have conflicts of interest in allocating management time among their various business activities. In the course of their other business activities, certain key personnel may become aware of investment and business opportunities which may be appropriate for presentation to us, as well as the other entities with which they are affiliated. As such, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
Each officer and director is, so long as he is an officer or director, subject to the restriction that all opportunities contemplated by our plan of operation that come to his attention, either in the performance of his duties or in any other manner, will be considered opportunities of, and be made available to us and the companies that he is affiliated with on an equal basis. A breach of this requirement will be a breach of the fiduciary duties of the officer or director. If we or the companies to which the officer or director is affiliated each desire to take advantage of an opportunity, then the applicable officer or director would abstain from negotiating and voting upon the opportunity. However, the officer or director may still take advantage of opportunities if we should decline to do so. Except as set forth above, we have not adopted any other conflict of interest policy in connection with these types of transactions
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Audit Fee
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of Cinjet, Inc. annual financial statement and review of financial statements included in Cinjets 10-Q reports and services normally provided by the accountant in connection with statutory and regulatory filings or engagements were $14,000 for fiscal year ended 2008 and $10,500 for fiscal year ended 2007.
Audit-Related Fees
The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of Cinjets financial statements that are not reported above were $0 for fiscal year ended 2008 and $0 for fiscal year ended 2007.
Tax Fees
The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were $575 for fiscal year ended 2008 and $0 for fiscal year ended 2007.
All Other Fees
The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported above were $0 for fiscal year ended 2008 and $0 for fiscal year ended 2007.
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.
13
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
The Company has adopted a code of ethics that applies to the Companys 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 Companys address shown on Page 1 of this report.
Exhibit # |
| Description |
| Location |
|
|
|
|
|
Exhibit 3(i) |
| Articles of Incorporation |
| * |
|
|
|
|
|
Exhibit 3(ii) |
| Bylaws |
| * |
|
|
|
|
|
Exhibit 31 |
| Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| Attached |
|
|
|
|
|
Exhibit 32 |
| Certification of the Principal Executive Officer and Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** |
| Attached |
* Incorporated by reference. Filed as exhibit to SB-2 on June 28, 2007.
** 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.
(c) Financial Statement Schedules
None.
14
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.
CINJET, INC.
Date: February 20, 2009
/s/ Cynthia Grisham
Cynthia Grisham
Chief Executive Officer and
Chief Financial Officer
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.
Date: February 20, 2009
/s/ Cynthia Grisham
Cynthia Grisham
Director
15
To the Board of Directors and Shareholders
Cinjet, Inc
San Diego, California
Report of Independent Registered Public Accounting Firm
We have audited the balance sheets of Cinjet, Inc. as of December 31, 2008 and the related statements of operations, stockholders equity and cash flows for the year ending December 31, 2008. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we 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. We believe that our audit provides reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cinjet, Inc as of December 31, 2008, the results of operations and its cash flows for the year ended December 31, 2008 in conformity with generally accepted accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note D to the financial statements, the Company has incurred net losses since inception, which raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.
/s/ Hawkins Accounting
January 27, 2008
Los Angeles, CA
F-1
Cinjet, Inc.
Balance Sheet
December 31, 2008 and 2007
ASSETS |
| 2008 |
| 2007 | |||
Current assets |
|
|
|
| |||
| Cash and cash equivalents | $ | - | $ | 2,245 | ||
| Restricted cash |
| - |
| 50,650 | ||
| Accounts Receivable - Trade |
| 29,552 |
| 9,819 | ||
|
|
| Total current assets |
| 29,552 |
| 62,714 |
|
|
|
|
|
|
|
|
Fixed assets |
|
|
|
| |||
| Computer and equipment |
| 2,484 |
| 2,484 | ||
| Software |
| 3,795 |
| 3,795 | ||
|
| Total fixed assets |
| 6,279 |
| 6,279 | |
|
| (Less) Accumulated depreciation |
| (2,198) |
| (942) | |
|
|
| Total fixed assets |
| 4,081 |
| 5,337 |
|
|
| Total assets | $ | 33,633 | $ | 68,051 |
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY |
|
|
|
| |||
Current liabilities |
|
|
|
| |||
| Bank overdraft | $ | 369 | $ | - | ||
| Accounts payable |
| 6,750 |
| 12,790 | ||
| Credit cards |
| 3,862 |
| 5,749 | ||
| Proceeds from Unissued Stock Sale |
| - |
| 50,650 | ||
| Accrued interest |
| 80 |
| 1,599 | ||
| State corporate tax payable |
| 1,600 |
| 800 | ||
|
|
| Total current liabilities |
| 12,661 |
| 71,588 |
|
|
|
|
|
|
|
|
| Fees to related parties |
| 18,500 |
|
| ||
| Notes payable related parties |
| 5,630 |
| 23,207 | ||
|
|
| Total liabilities |
| 36,791 |
| 94,795 |
Shareholders' deficit |
|
|
|
| |||
| Preferred stock, 5,000,000 shares |
|
|
|
| ||
|
| authorized, 0 shares outstanding |
| - |
| - | |
| Common stock, 200,000,000 shares |
|
|
|
| ||
|
| authorized, 10,777,000 outstanding |
| 1,078 |
| 1,045 | |
| Paid in capital |
| 87,322 |
| 5,605 | ||
| Deficit accumulated during development stage |
| (91,558) |
| (33,394) | ||
|
|
| Total shareholders' deficit |
| (3,158) |
| (26,744) |
|
|
|
|
|
|
|
|
Total liabilities and shareholders' equity | $ | 33,633 | $ | 68,051 |
The accompanying notes are an integral part of these financial statements
F-2
Cinjet, Inc
Statement of Operations
For the year ended December 31, 2008 and from February 28, 2007 (Date of Inception) to December 31, 2007
|
|
|
|
| 2008 |
| 2007 |
|
|
|
|
|
|
|
|
Revenue |
| $ | 28,745 | $ | 15,614 | ||
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
| ||
| Advertising |
| 136 |
| - | ||
| Bank charges |
| 192 |
| 256 | ||
| Computer expense |
| 639 |
| 3,027 | ||
| Depreciation |
| 1,256 |
| 942 | ||
| Licenses and permits |
| 1,550 |
| 1,950 | ||
| Income Taxes |
| 800 |
| 800 | ||
| Office expense |
| 1,394 |
| 2,245 | ||
| Postage and delivery |
| 413 |
| 766 | ||
| Telephone |
| 2,316 |
| 2,596 | ||
| Professional fees |
| 65,149 |
| 30,565 | ||
| Travel expenses |
| 12,609 |
| 4,013 | ||
|
|
| Total expenses |
| 86,454 |
| 47,160 |
|
| Net loss from operations |
| (57,709) |
| (31,545) | |
|
|
|
|
|
|
|
|
Interest (Expense) |
| (454) |
| (1,850) | |||
|
|
|
|
|
|
|
|
|
| Net income (loss) | $ | (58,163) | $ | (33,394) | |
|
|
|
|
|
|
|
|
Loss per common share | $ | (0.01) | $ | (0.01) | |||
Weighted average of |
|
|
|
| |||
| shares outstanding |
| 10,777,000 |
| 10,450,000 |
The accompanying notes are an integral part of these financial statements
F-3
Cinjet, Inc
Statement of Shareholders' Deficit
For the years ended December 31, 2008 and February 28, 2007 (Date of Inception) to December 31, 2007
|
|
| Paid |
|
|
|
| ||
| Common stock |
| In |
| Stockholders' |
|
| ||
| Shares |
| Amount |
| Capital |
| Deficit |
| Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 28, 2007 | 10,450,000 | $ | 1,045 | $ | 5,605 | $ | - | $ | 6,650 |
Net loss for the period | - |
| - |
| - |
| (33,394) |
| (33,394) |
December 31, 2007 | 10,450,000 | $ | 1,045 | $ | 5,605 | $ | (33,394) | $ | (26,744) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1, 2008 | 10,450,000 | $ | 1,045 | $ | 5,605 | $ | (33,394) | $ | (26,744) |
Stock for cash | 327,000 |
| 33 |
| 81,717 |
| - |
| 81,750 |
Net loss for the period | - |
| - |
| - |
| (58,164) |
| (58,164) |
December 31, 2008 | 10,777,000 | $ | 1,078 | $ | 87,322 | $ | (91,558) | $ | (3,158) |
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements
F-4
Cinjet, Inc.
Statement of Cash Flows
For the years ended December 31, 2008 and February 28, 2007 (Date of Inception) to December 31, 2007
|
|
|
| 2008 |
| 2007 |
CASH FLOWS FROM |
|
|
|
| ||
| OPERATING ACTIVITIES |
|
|
|
| |
Net income (loss) | $ | (58,163) | $ | (33,394) | ||
Adjustment to reconcile net to net cash |
|
|
|
| ||
| provided by operating activities |
|
|
|
| |
|
| Increase in State Tax Accrual |
| 800 |
| 800 |
|
| Depreciation |
| 1,256 |
| 942 |
|
| Increase in accrued interest |
| (1,519) |
| 1,599 |
|
| Increase in cash deposits from stock |
| 50,650 |
| (50,650) |
|
| (Increase in prepaid expenses |
| - |
| - |
|
| Increase of deposits on hand |
|
|
|
|
|
| (Increase) in Receivables |
| (19,733) |
| (9,819) |
|
| Increase in Payables |
| (6,040) |
| 12,790 |
|
| Increase in Other Liabilities |
| (1,888) |
| 5,749 |
|
| Rounding Error |
| (1) |
| 1 |
NET CASH PROVIDED |
|
|
|
| ||
| BY OPERATING ACTIVITIES |
| (34,638) |
| (71,982) | |
INVESTING ACTIVITIES |
|
|
|
| ||
|
| Purchase of Fixed assets |
| - |
| (6,279) |
NET CASH USED IN |
|
|
|
| ||
| INVESTING ACTIVITIES |
|
|
|
| |
FINANCING ACTIVITIES |
|
|
|
| ||
|
| Bank overdraft |
| 369 |
|
|
|
| Sale of unissued stock |
| (50,650) |
| 50,650 |
|
| Sale of common stock |
| 81,750 |
| 6,650 |
|
| Fees to related parties |
| 18,500 |
|
|
|
| Related party notes |
| (17,577) |
| 23,207 |
NET CASH REALIZED |
|
|
|
| ||
| FROM FINANCING ACTIVITIES |
| 32,392 |
| 80,507 | |
INCREASE IN CASH |
|
|
|
| ||
| AND CASH EQUIVALENTS |
| (2,246) |
| 2,246 | |
Cash and cash equivalents |
|
|
|
| ||
| at the beginning of the period |
| 2,246 |
| - | |
CASH AND CASH EQUIVALENTS |
|
|
|
| ||
| AT YEAR END | $ | - | $ | 2,246 |
The accompanying notes are an integral part of these financial statements
F-5
Cinjet, Inc.
Notes to Financial Statements
December 31, 2008 and 2007
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 (DilutedEPS). 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-6
Cinjet, Inc.
Notes to Financial Statements
December 31, 2008 and 2007
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 December 31, 2008 and 2007, are as follows:
Deferred tax assets: |
| 2008 |
| 2007 |
Net operating loss carryforward | $ | $31,850 | $ | 11,688 |
Less valuation allowance |
| (31,850) |
| (11,688) |
Total net deferred tax assets | $ | - | $ | - |
The federal statutory tax rate reconciled to the effective tax rate during fiscal 2008 and 2007, respectively, is as follows:
|
| 2008 |
| 2007 |
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 shares issued were 21,200,000.
Additionally, during 2007, the Company commenced an Initial Public Offering (IPO) of its stock. When the Company completed its IPO in January 2008, it raised a total of $81,750 from the sale of 327,000 shares of stock at $.25.
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 actively seeking clients for the intended operations thru aggressive marketing.
The Companys 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: Notes Payable and Related Parties
During the year the Company borrowed monies from the major shareholder and other related parties for working capital purposes. As of December 31, 2008 and 2007, the Company owed $5,630 and $23,207 respectively to a major shareholder. During 2008 and 2007 and company repaid $23,207 and 0 to a major shareholder.
The company accrued management fees to a major shareholder of $36,000 in 2008 and $12,000 in 2007. Of these, the company paid $29,500 during 2008.
F-7