Generation Alpha, Inc. - Quarter Report: 2010 September (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2010.
or
. TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________________ to ___________________________
Commission File Number: 000-52446
CINJET, INC.
(Exact name of registrant as specified in its charter)
Nevada |
| 20-8609439 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
|
|
|
3252 Holiday Ct., Ste. 224, LaJolla, CA |
| 92037 |
(Address of principal executive offices) |
| (Zip Code) |
760-505-6298
(Registrants telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
. Yes X . No
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 if 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 Exchange Act). X . Yes . No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 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 ISSUERS:
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of November 12, 2010 10,777,000
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2010 and 2009 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Companys December 31, 2009 audited financial statements. The results of operations for the periods ended September 30, 2010 and 2009 are not necessarily indicative of the operating results for the full year.
2
Cinjet, Inc.
Condensed Balance Sheet
For the nine months ended September 30, 2010 and the year ended December 31,2009
|
|
|
|
| unaudited |
| audited |
ASSETS |
|
| September 30, 2010 |
| December 31, 2009 | ||
|
|
|
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|
|
|
|
Current assets |
|
|
|
| |||
| Cash and cash equivalents | $ | 46,932 | $ | 137,685 | ||
| Prepaid expenses |
| 0 |
| 575 | ||
| Accounts Receivable - Other |
| 104,674 |
| 170,000 | ||
|
|
| Total current assets |
| 151,606 |
| 308,260 |
|
|
|
|
|
|
|
|
Fixed assets |
|
|
|
| |||
| Computer and equipment |
| 0 |
| 2,484 | ||
| Software |
| 0 |
| 3,795 | ||
|
| Total fixed assets |
| 0 |
| 6,279 | |
|
| (Less) Accumulated depreciation |
| 0 |
| (3,454) | |
|
|
| Total fixed assets |
| 0 |
| 2,825 |
|
|
| Total assets | $ | 151,606 | $ | 311,085 |
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|
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|
LIABILITIES AND SHAREHOLDERS' EQUITY |
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| |||
Current liabilities |
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| |||
| Accounts payable |
| 0 |
| 11,442 | ||
| Accrued interest |
| 19,878 |
| 4,122 | ||
| State corporate tax payable |
| 2,400 |
| 2,400 | ||
|
|
| Total current liabilities |
| 22,278 |
| 17,964 |
|
|
|
|
|
|
|
|
| Fees to related parties |
| 0 |
| 0 | ||
| Convertible debentures |
| 225,000 |
| 310,000 | ||
| Notes payable related parties |
| 0 |
| 50,031 | ||
|
|
| Total liabilities |
| 247,278 |
| 377,995 |
|
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|
Shareholders' deficit |
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| |||
| Preferred stock, 5,000,000 shares |
|
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| ||
|
| authorized, 0 shares outstanding |
| 0 |
| 0 | |
| Common stock, 200,000,000 shares |
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|
| ||
|
| authorized, 10,777,000 outstanding |
| 1,078 |
| 1,078 | |
| Paid in capital |
| 87,322 |
| 87,322 | ||
| Deficit accumulated during development stage |
| (184,072) |
| (155,310) | ||
|
|
| Total shareholders' deficit |
| (95,672) |
| (66,910) |
|
|
|
|
|
|
| |
Total liabilities and shareholders' equity | $ | 151,606 | $ | 311,085 |
The accompanying notes are an integral part of these financial statements
3
Cinjet, Inc.
Condensed Statement of Operations
For the nine months ended September30, 2010 and 2009
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|
|
| 2010 |
| 2009 |
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Revenue |
|
| $ | 0 | $ | 0 | ||
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|
|
Cost of Goods Sold |
|
| 0 |
| 0 | |||
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|
|
|
|
Gross Profit |
|
|
| 0 |
| 0 | ||
|
|
|
|
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|
|
|
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Expenses |
|
|
|
|
|
| ||
| Advertising |
|
| 446 |
| 0 | ||
| Bank charges |
|
| 140 |
| 0 | ||
| Computer expense |
| 0 |
| 0 | |||
| Depreciation |
|
| 0 |
| 628 | ||
| Licenses and permits |
| 564 |
| 0 | |||
| Income Taxes |
|
| 0 |
| 0 | ||
| Office expense |
|
| 148 |
| 0 | ||
| Postage and delivery |
| 254 |
| 0 | |||
| Telephone |
|
| 0 |
| 0 | ||
| Professional fees |
|
| 10,820 |
| 9,390 | ||
| Travel expenses |
|
| 5,602 |
| 0 | ||
|
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| Total expenses |
| 17,974 |
| 10,018 | |
|
| Net loss from operations |
| (17,974) |
| (10,018) | ||
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Other income/expense |
|
|
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| |||
| Interest |
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| 14,971 |
|
| ||
| Interest (Expense) |
|
| (22,934) |
| (690) | ||
| Loss on abandonment of assets |
| 0 |
| (2,825) | |||
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| Net income (loss) | $ | (28,762) | $ | (10,708) | ||
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Loss per common share | $ | ($0.01) | $ | ($0.01) | ||||
Weighted average |
|
|
|
|
| |||
| of shares outstanding |
|
| 10,777,000 |
| 10,777,000 |
The accompanying notes are an integral part of these financial statements
4
Cinjet, Inc.
Condensed Statement of Cash Flows
For the nine months ended September 30, 2010 and 2009
|
| 2010 |
| 2009 | ||
CASH FLOWS FROM |
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|
| ||
| OPERATING ACTIVITIES |
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| |
Net income (loss) | $ | (28,762) | $ | (14,688) | ||
Adjustment to reconcile net to net cash |
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|
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| ||
| provided by operating activities |
|
|
|
| |
|
| Abandonment of assets |
| 2,825 |
| 0 |
|
| Depreciation |
| 0 |
| 942 |
|
| Increase in accrued interest |
| 15,756 |
| 1,239 |
|
| Increase in receivables (other) |
| (19,674) |
| 0 |
|
| (Increase) in prepaid expenses |
| 575 |
| (575) |
|
| (Decrease_ in credit card payable |
| 0 |
| (3,862) |
|
| (Increase) in Receivables |
| 0 |
| 0 |
|
| Increase in Payables |
| (11,442) |
| (2,768) |
NET CASH PROVIDED |
|
|
|
| ||
| BY OPERATING ACTIVITIES |
| (40,722) |
| (19,712) | |
INVESTING ACTIVITIES |
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| ||
|
| Purchase of Fixed assets |
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| 0 |
NET CASH USED IN |
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| ||
| INVESTING ACTIVITIES |
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| |
FINANCING ACTIVITIES |
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| ||
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| Related party notes |
| (50,031) |
| 19,712 |
NET CASH REALIZED |
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| ||
| FROM FINANCING ACTIVITIES |
| (50,031) |
| 19,712 | |
INCREASE IN CASH |
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| ||
| AND CASH EQUIVALENTS |
| (90,753) |
| 0 | |
Cash and cash equivalents |
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| ||
| at the beginning of the period |
| 137,685 |
| 0 | |
CASH AND CASH EQUIVALENTS |
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| AT YEAR END | $ | 46,932 | $ | 0 | |
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| |
Supplemental Schedule to Cash Flows |
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| ||
| Interest paid | $ | 1,885 | $ | 0 | |
| Transfer convertible debt |
| 85,000 |
| 0 |
The accompanying notes are an integral part of these financial statements
5
Footnotes to the Condensed Financial Statements
September 30, 2010 and 2009
1.
Organization and basis of presentation
Basis of presentation
The accompanying interim condensed financial statements are unaudited, but in the opinion of management of Cinjet, Inc. (the Company), contain all adjustments, which include normal recurring adjustments, necessary to present fairly the financial position at September 30, 2010, the results of operations and cash flows for the nine months ended September 30, 2010 and 2009. The balance sheet as of December 31, 2009 is derived from the Companys audited financial statements.
Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although management of the Company believes that the disclosures contained in these financial statements are adequate to make the information presented therein not misleading. For further information, refer to the financial statements and the notes thereto included in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2009, as filed with the Securities and Exchange Commission.
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expense during the reporting period. Actual results could differ from those estimates.
The results of operations for the nine months ended September 30, 2010 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2010.
Description of business
The Company was incorporated under the laws of the State of Nevada on March 2, 2007. The company commenced primary business activities which were 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. As of December 7, 2009, the company has ceased operations and is looking for opportunities to acquire operating companies or merge with other operational entities.
Pervasiveness of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Cash and cash equivalents
For financial statement presentation purposes, the Company considers all short term investments with a maturity date of three months or less to be cash equivalents.
Property and equipment
Property and equipment are stated at cost less accumulated depreciation. Cost includes the price paid to acquire the assets, including interest capitalized during the period and any expenditure that substantially add to the value of or substantially extend the useful life of an existing asset. Maintenance and repairs are charged to operations as incurred.
The Company computes depreciation expense using the straight-line method over the estimated useful lives of the assets, as presented in the table below. The estimated lives of the assets range from three to seven years.
Useful lives in years |
|
Computer Hardware | 3-7 |
Computer Software | 3-5 |
Furniture and Office Equipment | 7 |
Production Equipment | 7 |
Leasehold Improvements | 10 |
6
Income Tax
The Company accounts for income taxes under ASC 740 "Income Taxes" which codified SFAS 109, "Accounting for Income Taxes." under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
Basic and Diluted Net Income (Loss) Per Share
The Company computes net income (loss) per share in accordance with ASC 260 "Earnings Per Share" which codified SFAS No. 128. "Earnings per Share." ASC 260 requires presentation of both basic and diluted earnings per Share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.
Fair Value of Financial Instruments
Accounting Standard Codification ASC 825 "Financial Instruments" codified Statement of financial accounting standard No. 107, Disclosures about fair value of financial instruments, requires that the Company disclose estimated fair values of financial instruments. Unless otherwise indicated, the fair values of all reported assets and liabilities, which represent financial instruments, none of which are held for trading purposes, approximate are carrying values of such amounts.
Stock-based compensation
ASC 718 "Compensation - Stock Compensation" codified SFAS No. 123 prescribes accounting and reporting standards for all stock-based compensation plans payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees" which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.
Issuance of shares for service The Company accounts for the issuance of equity instruments to acquire goods and services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably measurable.
Recognition of Revenues
Revenues are recognized when the risks and rewards of ownership have passed to the customer, based on the terms of sale. This occurs upon shipment or upon receipt by the customer depending on the country of the sale and the agreement with the customer. Provisions for sales discounts, returns and miscellaneous claims from customers are made at the time of sale.
7
2.
New accounting pronouncements
The following accounting pronouncements if implemented would have no effect on the financial statements of the Company.
ASU 2010-01, Equity (Topic 505) Accounting for Distributions to Shareholders with Components of Stock and Cash. ASU 2010-01 was issued January 2010 and clarifies that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in earnings per share prospectively and is not a stock dividend. ASU 2010-01 is effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. ASU 2010-01 had no impact on our consolidated financial statements.
ASU 2010-06, Improving Disclosure about Fair Value Measurements, was issued January 2010 and requires additional disclosures regarding fair value measurements, amends disclosures about post-retirement benefit plan assets and provides clarification regarding the level of disaggregation of fair value disclosures by investment class. The ASU is effective for interim and annual reporting periods beginning after December 15, 2009, except for certain Level 3 activity disclosure requirements that will be effective for reporting periods beginning after December 15, 2010. Adoption of ASU 2010-06 had no material impact on our consolidated financial statements.
ASC 105, Generally Accepted Accounting Principles ("ASC 105" ) (formerly Statement of Financial Accounting Standards No.168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No.162) reorganized by topic existing accounting and reporting guidance issued by the Financial Accounting Standards Board ("FASB" ) into a single source of authoritative generally accepted accounting principles ("GAAP") to be applied by nongovernmental entities. All guidance contained in the Accounting Standards Codification ("ASC") carries an equal level of authority. Rules and interpretive releases of the Securities and Exchange Commission ("SEC") under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Accordingly, all other accounting literature will be deemed "non-authoritative" . ASC 105 is effective on a prospective basis for financial statements issued for interim and annual periods ending after September 15, 2009. The Company has implemented the guidance included in ASC 105 as of July1, 2009. The implementation of this guidance changed the Company's references to GAAP authoritative guidance but did not impact the Company's financial position or results of operations.
ASC 855, Subsequent Events ("ASC 855") (formerly Statement of Financial Accounting Standards No.165, Subsequent Events) includes guidance that was issued by the FASB in May 2009, and is consistent with current auditing standards in defining a subsequent event. Additionally, the guidance provides for disclosure regarding the existence and timing of a company's evaluation of its subsequent events. ASC 855 defines two types of subsequent events, "recognized" and "non-recognized". Recognized subsequent events provide additional evidence about conditions that existed at the date of the balance sheet and are required to be reflected in the financial statements. Non-recognized subsequent events provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date and, therefore; are not required to be reflected in the financial statements. However, certain non-recognized subsequent events may require disclosure to prevent the financial statements from being misleading. This guidance was effective prospectively for interim or annual financial periods ending after June 15, 2009. The Company implemented the guidance included in
ASC 855 as of April 1, 2009. The effect of implementing this guidance was not material to the Company's financial position or results of operations.
In August 2009, the FASB issued ASC Update No.2009-05, Fair Value Measurements and Disclosures (Topic 820): Measuring Liabilities at Fair Value ("ASC Update No.2009-05"). This update amends ASC 820, Fair Value Measurements and Disclosures and provides further guidance on measuring the fair value of a liability. The guidance establishes the types of valuation techniques to be used to value a liability when a quoted market price in an active market for the identical liability is not available, such as the use of an identical or similar liability when traded as an asset. The guidance also further clarifies that a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are both Level 1 fair value measurements. If adjustments are required to be applied to the quoted price, it results in a level 2 or 3 fair value measurement. The guidance provided in the update is effective for the first reporting period (including interim periods) beginning after issuance. The Company does not expect that the implementation of ASC Update No.2009-05 will have a material effect on its financial position or results of operations.
8
In September 2009, the FASB issued ASC Update No.2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent) ("ASC Update No.2009-12"). This update sets forth guidance on using the net asset value per share provided by an investee to estimate the fair value of an alternative investment. Specifically, the update permits a reporting entity to measure the fair value of this type of investment on the basis of the net asset value per share of the investment (or its equivalent) if all or substantially all of the underlying investments used in the calculation of the net asset value is consistent with ASC 820. The update also requires additional disclosures by each major category of investment, including, but not limited to, fair value of underlying investments in the major category, significant investment strategies, redemption restrictions, and unfunded commitments related to investments in the major category. The amendments in this update are effective for interim and annual periods ending after December15, 2009 with early application permitted. The Company does not expect that the implementation of ASC Update No.2009-12 will have a material effect on its financial position or results of operations.
In June 2009, FASB issued Statement of Financial Accounting Standards No.167, Amendments to FASB Interpretation No.46(R) ("Statement No.167" ). Statement No.167 amends FASB Interpretation No.46R, Consolidation of Variable Interest Entities an interpretation of ARB No.51 ("FIN 46R") to require an analysis to determine whether a company has a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has a) the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance and b) the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. The statement requires an ongoing assessment of whether a company is the primary beneficiary of a variable interest entity when the holders of the entity, as a group, lose power, through voting or similar rights, to direct the actions that most significantly affect the entity's economic performance. This statement also enhances disclosures about a company's involvement in variable interest entities. Statement No.167 is effective as of the beginning of the first annual reporting period that begins after November 15, 2009. Although Statement No. 167 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No. 167 to have a material impact on its financial position or results of operations.
In June 2009, the FASB issued Statement of Financial Accounting Standards No.166, Accounting for Transfers of Financial Assets an amendment of FASB Statement No.140 ("Statement No.166" ). Statement No.166 revises FASB Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Extinguishment of Liabilities a replacement of FASB Statement 125 ("Statement No. 140" ) and requires additional disclosures about transfers of financial assets, including securitization transactions, and any continuing exposure to the risks related to transferred financial assets. It also eliminates the concept of a "qualifying special-purpose entity", changes the requirements for derecognizing financial assets, and enhances disclosure requirements. Statement No.166 is effective prospectively, for annual periods beginning after November 15, 2009, and interim and annual periods thereafter. Although Statement No.166 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No.166 will have a material impact on its financial position or results of operations.
3.
Related party transaction
Various founders of the Company have performed consulting services for which the Company has paid them consulting fees as voted on during the initial board of directors meeting. There were no monies paid during the three months ended September 30, 2010 and 2009.
The Company repaid $50,031 in liabilities and $1,881 in accrued interest to various related parties and shareholders of the Company as of September 30, 2010.
4.
Going concern
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, the company has no revenues, net accumulated losses since inception, and a retained deficit of $78,826. These factors raise substantial doubt about its ability to continue as a going concern. The ability to the Company to continue as a going concern is dependent on the companys ability to raise additional funds and implement its business plan. The financial statements do not include any adjustments that might be necessary if the company is unable to continue as a going concern.
9
5.
Convertible debentures
During the year ending December 31, 2009, the Company issued convertible debentures bearing 10% interest accrued annually, convertible at the discretion of the note holder at $.25/share. As of September 30, 2010 and 2009, the company had outstanding $225,000 and $0 in convertible debentures respectively with accrued interest of $19,878 and 0$ respectively. As of September 30, 2010, there have been no requests for conversion.
As of September 30, 2010, the company assigned $85,000 in expired convertible debentures plus $5,297 in related interest to an unrelated party to directly reduce debt.
6.
Property and equipment
The Company purchased a computer in 2007 to run edgarizing software. When in use, the computer was being depreciated over 5 years. As of January, 2010, the company abandoned the expired software license and the equipment. As of September 30, 2010 and 2009, the company recorded depreciation expense of $0 and $628 respectively. As of September 30, 2010 and 2009, the company recorded a loss on abandonment of assets of and $2,825 and $0 respectively
7.
Accounts receivable other
The Company loaned monies to an unrelated party for legal and accounting fees and filing fees related to the creation of an independent entity and working capital for the startup company for a potential merger. These loans carry an interest of 10% with no due date. As of September 30, 2010 and 2009, the Company loaned $191,949 and $0 respectively and accrued interest of $14,971 and $0 respectively.
As of September 30, 2010, the Company assigned $85,000 of notes to the unrelated party, and they assumed the payment obligation. Consequently, the Company reduced the outstanding receivable to the unrelated party by $85,000 (See note 5).
8.
Three month data Third Quarter 2010 and 2009
|
| 2010 |
| 2009 |
Revenue |
| 0 |
| 0 |
Cost of Sales |
| 0 |
| 0 |
Gross Profit |
| 0 |
| 0 |
Expenses |
| (9,201) |
| (13,449) |
Operating Loss |
| (9,201) |
| (13,449) |
Other Revenue and Expense |
| 4,474 |
| (1,239) |
Three Month Loss | $ | (4,727) | $ | (14,688) |
10
ITEM 2. PLAN OF OPERATIONS
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION
FORWARD-LOOKING STATEMENT NOTICE
This Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as may, will, expect, believe, anticipate, estimate or continue or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.
Description of Business.
We were formed as a Nevada corporation on February 28, 2007 as Cinjet, Inc. Originally we provided a wide array of virtual office and outsourcing services, including 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 provided electronic filing services for clients who need to file registration statements, prospectuses, periodic filings and other documents required by the Securities and Exchange Commission. We have not been successful in our business venture.
The Company has now focused its efforts on seeking a business opportunity. The Company will attempt to locate and negotiate with a business entity for the merger of that target company into the Company. In certain instances, a target company may wish to become a subsidiary of the Company or may wish to contribute assets to the Company rather than merge. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company will provide a method for a foreign or domestic private company to become a reporting (public) company whose securities are qualified for trading in the United States secondary market. We are now considered a blank check company.
The Company will attempt to locate and negotiate with a business entity for the merger of that target company into the Company. In certain instances, a target company may wish to become a subsidiary of the Company or may wish to contribute assets to the Company rather than merge. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company will provide a method for a foreign or domestic private company to become a reporting (public) company whose securities are qualified for trading in the United States secondary market.
The selection of a business opportunity in which to participate is complex and extremely risky and will be made by management in the exercise of its business judgment. There is no assurance that we will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to our company and shareholders.
Because we have no specific business plan or expertise, our activities are subject to several significant risks. In particular, any business acquisition or participation we pursue will likely be based on the decision of management without the consent, vote, or approval of our shareholders.
Sources of Opportunities
We anticipate that business opportunities may arise from various sources, including officers and directors, professional advisers, securities broker-dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals.
We will seek potential business opportunities from all known sources, but will rely principally on the personal contacts of our officers and directors as well as indirect associations between them and other business and professional people. Although we do not anticipate engaging professional firms specializing in business acquisitions or reorganizations, we may retain such firms if management deems it in our best interests. In some instances, we may publish notices or advertisements seeking a potential business opportunity in financial or trade publications.
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Criteria
We will not restrict our search to any particular business, industry or geographical location. We may acquire a business opportunity in any stage of development. This includes opportunities involving start up or new companies. In seeking a business venture, management will base their decisions on the business objective of seeking long-term capital appreciation in the real value of our company. We will not be controlled by an attempt to take advantage of an anticipated or perceived appeal of a specific industry, management group, or product.
In analyzing prospective business opportunities, management will consider the following factors:
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available technical, financial and managerial resources;
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working capital and other financial requirements;
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the history of operations, if any;
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prospects for the future;
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the nature of present and expected competition;
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the quality and experience of management services which may be available and the depth of the management;
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the potential for further research, development or exploration;
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the potential for growth and expansion;
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the potential for profit;
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the perceived public recognition or acceptance of products, services, trade or service marks, name identification; and other relevant factors.
Generally, our management will analyze all available factors and make a determination based upon a composite of available facts, without relying on any single factor.
Methods of Participation of Acquisition
Management will review specific business and then select the most suitable opportunities based on legal structure or method of participation. Such structures and methods may include, but are not limited to, leases, purchase and sale agreements, licenses, joint ventures, other contractual arrangements, and may involve a reorganization, merger or consolidation transactions. Management may act directly or indirectly through an interest in a partnership, corporation, or other form of organization.
Procedures
As part of the our investigation of business opportunities, officers and directors may meet personally with management and key personnel of the firm sponsoring the business opportunity. We may visit and inspect material facilities, obtain independent analysis or verification of certain information provided, check references of management and key personnel, and conduct other reasonable measures.
We will generally ask to be provided with written materials regarding the business opportunity. These materials may include the following:
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descriptions of product, service and company history; management resumes;
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financial information;
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available projections with related assumptions upon which they are based;
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an explanation of proprietary products and services;
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evidence of existing patents, trademarks or service marks or rights thereto;
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present and proposed forms of compensation to management;
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a description of transactions between the prospective entity and its affiliates;
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relevant analysis of risks and competitive conditions;
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a financial plan of operation and estimated capital requirements;
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and other information deemed relevant.
Competition
We expect to encounter substantial competition in our efforts to acquire a business opportunity. The primary competition is from other companies organized and funded for similar purposes, small venture capital partnerships and corporations, small business investment companies and wealthy individuals.
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Employees
At the present time Russell Schechter is our only employee as well as our sole officer and director and a major shareholder. Mr. Schechter will devote such time as required to actively seek a business opportunity for the Company.
Results of Operations Nine Months Ended September 30, 2010 Compared to the Nine Months Ended September 30, 2009
We have $46,932 cash on hand and have experienced losses since inception. We did not generate any revenues from operations during the period ended September 30, 2010 or September 30, 2009. Expenses during the period ended September 30, 2010 were $17,974 for general and administrative expense, $14,971 in interest, and $22,934 in interest expense giving a total net loss of $28,762 compared to expenses of $10,018 with interest expense of $690 and $2,825 loss on abandonment of assets for the period ended September 30, 2009 for a total net los of $10,708. Expenses for both periods mainly consisted of general and administrative expenses. These expenses were due to professional, legal and accounting fees relating to our reporting requirements.
As a result of the foregoing factors, we realized a net loss of $28,762 for the period ended September 30, 2010, compared to a net loss of $10,708 for the period ended September 30, 2009.
Liquidity and Capital Resources
The Companys balance sheet as of September 30, 2010, reflects total assets of $151,606 which consist of $46,932 in cash and $104,674 in accounts receivable. Our liabilities were $247,278 which included $-0- in accounts payable, $19,878 in accrued interest, $2,400 in state corporate tax payable and $225,000 in a convertible debenture.
Various founders of the Company have performed consulting services for which the Company has paid them consulting fees as voted on during the initial board of directors meeting. There were no monies paid during the three months ended September 30, 2010 and 2009.
The Company repaid $50,031 in liabilities and $1,881 in accrued interest to various related parties and shareholders of the Company as of September 30, 2010.
During the year ending December 31, 2009, the Company issued convertible debentures bearing 10% interest accrued annually, convertible at the discretion of the note holder at $.25/share. As of September 30, 2010 and 2009, the company had outstanding $225,000 and $0 in convertible debentures respectively. As of September 30, 2010, there have been no requests for conversion.
As of September 30, 2010, the Company assigned $85,000 in expired convertible debentures plus $5,297 in related interest to an unrelated party to directly reduce debt.
The Company loaned monies to an unrelated party for legal and accounting fees and filing fees related to the creation of an independent entity and working capital for the startup company for a potential merger. As of September 30, 2010 and 2009, the Company loaned $191,949 and $0 respectively. There is no due date on the loan and the loan bears no interest. As of September 30, 2010, the Company has accrued $14,971 and $0 respectively in interest on loans.
Management anticipates that we will receive sufficient advances from our president or through sales of our common stock to meet our needs through the next 12 months. However, there can be no assurances to that effect. Should we require additional capital, we may seek additional advances from officers, sell common stock or find other forms of debt financing.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not required by smaller reporting companies.
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ITEM 4T. CONTROLS AND PROCEDURES.
(a)
Evaluation of Disclosure Controls and Procedures. The Companys management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Management conducted an evaluation of the effectiveness of the Companys internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management has concluded that the Companys internal control over financial reporting and procedures was effective as of September 30, 2010.
(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.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
The Company did not sell or issue any securities during the period covered by this report.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted during the period covered by this report to a vote of security holders.
ITEM 5. OTHER INFORMATION.
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.
Exhibit No. |
| Title of Document |
| Location |
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31 |
| Certification of the Principal Executive Officer/ Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| Attached |
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32 |
| Certification of the Principal Executive Officer/ Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
| Attached |
*
The Exhibit attached to this Form 10-Q 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.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
CINJET, INC.
Date: November 15, 2010
By: /s/ Russell Schechter
Russell Schechter, President and Chief Financial Officer
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