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EX-31 - EXHIBIT 31 SECTION 302 CERTIFICATION - CINJET INCf10q093011_ex31.htm
EX-32 - EXHIBIT 32 SECTION 906 CERTIFICATION - CINJET INCf10q093011_ex32.htm

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, 2011.

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.)

 

 

123 West Nye Lane, Ste 129

Carson City, NV  89706


89706

(Address of principal executive offices)

(Zip Code)


831-770-0217

 (Registrant’s 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).     X .  Yes        .  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 issuer’s classes of common stock, as of October 27, 2011:   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, 2011 and 2010 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 Company’s December 31, 2010 audited financial statements. The results of operations for the periods ended September 30, 2011 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, 2011 and the year ended December 31, 2010


 

 

 

 

 

unaudited

 

audited

 

 

September 30,

2011

 

December 31,

2010

ASSETS

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

$

18,513

$

33,932

 

Prepaid expenses

 

3,000

 

0

 

Accounts Receivable - Other

 

123,670

 

110,297

 

 

 

Total current assets

 

145,183

 

144,229

 

 

 

 

 

 

 

 

Fixed assets

 

 

 

 

 

 

Computer and equipment

 

0

 

0

 

Software

 

0

 

0

 

 

Total fixed assets

 

0

 

0

 

 

(Less) Accumulated depreciation

 

0

 

0

 

 

 

Total fixed assets

 

0

 

0

 

 

 

Total assets

$

145,183

$

144,229

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

 

3,300

 

4,320

 

Accrued interest

 

42,501

 

25,549

 

State corporate tax payable

 

2,400

 

2,400

 

 

 

Total current liabilities

 

48,201

 

32,269

 

 

 

 

 

 

 

 

 

Fees to related parties

 

0

 

0

 

Convertible debentures

 

225,000

 

225,000

 

Notes payable related parties

 

649

 

315

 

 

 

Total liabilities

 

273,850

 

257,584

 

 

 

 

 

 

 

 

Shareholders' deficit

 

 

 

 

 

Preferred stock, 5,000,000 shares authorized, 0 shares outstanding

 

0

 

0

 

Common stock, 100,000,000 shares authorized, 10,777,000 outstanding

 

1,078

 

1,078

 

Paid in capital

 

87,322

 

87,322

 

Accumulated deficit

 

(217,067)

 

(201,755)

 

 

 

Total shareholders' deficit

 

(128,667)

 

(113,355)

 

 

 

 

 

 

 

 

Total liabilities and shareholders' equity

$

145,183

$

144,229


The accompanying notes are an integral part of these financial statements



3



Cinjet, Inc

Condensed Statement of Operations

For the nine months ended September 30, 2011 and 2010


 

 

 

 

 

 

2011

 

2010

 

 

 

 

 

 

 

 

 

Revenue

$

0

$

0

 

 

 

 

 

Cost of Goods Sold

 

0

 

0

 

 

 

 

 

Gross Profit

 

0

 

0

 

 

 

 

 

Expenses

 

 

 

 

 

Advertising

 

0

 

446

 

Bank charges

 

80

 

140

 

Licenses and permits

 

0

 

564

 

Office expense

 

0

 

148

 

Postage and delivery

 

0

 

254

 

Professional fees

 

11,653

 

10,820

 

Travel expenses

 

0

 

5,602

 

 

 

Total expenses

 

11,733

 

17,974

 

 

Net loss from operations

 

(11,733)

 

(17,974)

 

 

 

 

 

Other income/expense

 

 

 

 

 

Interest Income

 

13,373

 

14,971

 

Interest Expense

 

(16,952)

 

(22,934)

 

Loss on abandonment of assets

 

0

 

(2,825)

 

 

 

 

 

 

 

Net income (loss)

$

(15,312)

$

(28,762)

 

 

 

 

 

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, 2011 and 2010


 

 

2011

 

2010

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

Net income (loss)

$

(15,312)

$

(28,762)

Adjustment to reconcile net to net cash provided by operating activities

 

 

 

 

 

 

Abandonment of assets

 

0

 

2,825

 

 

Depreciation

 

0

 

0

 

 

Increase in accrued interest

 

16,952

 

15,756

 

 

Increase in receivables (other)

 

0

 

(19,674)

 

 

(Increase) in prepaid expenses

 

(3,000)

 

575

 

 

(Decrease in credit card payable

 

0

 

0

 

 

(Increase) in Receivables

 

(13,373)

 

0

 

 

Increase in Payables

 

(1,020)

 

(11,442)

 

 

(Decrease) in proceeds from sale of stock

 

0

 

0

 

 

Rounding Error

 

0

 

0

NET CASH PROVIDED BY OPERATING ACTIVITIES

 

(15,753)

 

(40,722)

INVESTING ACTIVITIES

 

 

 

 

 

 

Shoreline Marketing

 

0

 

0

NET CASH USED IN INVESTING ACTIVITIES

 

(15,753)

 

(40,722)

FINANCING ACTIVITIES

 

 

 

 

 

 

Fees to related parties

 

334

 

0

 

 

Related party notes

 

0

 

(50,031)

NET CASH REALIZED FROM FINANCING ACTIVITIES

 

334

 

(50,031)

INCREASE IN CASH AND CASH EQUIVALENTS

 

(15,419)

 

(90,753)

Cash and cash equivalents at the beginning of the period

 

33,932

 

137,685

CASH AND CASH EQUIVALENTS AT YEAR END

$

18,513

$

46,932

Supplemental Schedule to Cash Flows

 

 

 

 

 

Interest paid

$

0

$

1,885

 

Transfer convertible debt

 

0

 

85,000

 

The accompanying notes are an integral part of these financial statements



5



Cinjet, Inc

Footnotes to the Condensed Financial Statements

September 30, 2011 and 2010


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, 2011, the results of operations and cash flows for the nine months ended September 30, 2011 and 2010.  The balance sheet as of December 31, 2010 is derived from the Company’s 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 Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, 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, 2011 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2011.


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, management’s 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.



6




Useful lives in years

 

Computer Hardware

3-7

Computer Software

3-5

Furniture and Office Equipment

7

Production Equipment

7

Leasehold Improvements

10


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.



7




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.


2.

New accounting pronouncements


The following accounting pronouncements if implemented would have no effect on the financial statements of the Company.


In January 2010, the Financial Accounting Standards Board ("FASB") issued an accounting standard update, Fair Value Measurements and Disclosures (Topic 820), Improving Disclosures about Fair Value Measurements. The Update would affect all entities that are required to make disclosures about recurring and nonrecurring fair value measurements. The Board concluded that users will benefit from improved disclosures in this Update and that the benefits of the increased transparency in financial reporting will outweigh the costs of complying with the new requirements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 30, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact this update will have on our financial statements.


In January 2010, the Financial Accounting Standards Board ("FASB") issued an accounting standard update to address implementation issues related to the changes in ownership provisions in the Consolidation-Overall Subtopic (Subtopic 810-10) of the FASB Accounting Standards Codification?, originally issued as FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements. Subtopic 810-10 establishes the accounting and reporting guidance for noncontrolling interests and changes in ownership interests of a subsidiary. An entity is required to deconsolidate a subsidiary when the entity ceases to have a controlling financial interest in the subsidiary. Upon deconsolidation of a subsidiary, an entity recognizes a gain or loss on the transaction and measures any retained investment in the subsidiary at fair value. The gain or loss includes any gain or loss associated with the difference between the fair value of the retained investment in the subsidiary and its carrying amount at the date the subsidiary is deconsolidated. In contrast, an entity is required to account for a decrease in its ownership interest of a subsidiary that does not result in a change of control of the subsidiary as an equity transaction.


In December 2009, the Financial Accounting Standards Board ("FASB") issued an accounting standard update for improvements to financial reporting by enterprises involved with Variable Interest Entities. The subsections clarify the application of the General Subsections to certain legal entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the legal entity to finance its activities without additional subordinated financial support [FIN 46(R), paragraph 1, sequence 55.1] or, as a group, the holders of the equity investment at risk lack any one of the following three characteristics: [FIN 46(R), paragraph 1, sequence 55.2:


a. The power, through voting rights or similar rights, to direct the activities of a legal entity that most significantly impact the entity's economic performance [FIN 46(R), paragraph 1, sequence 55.2.1];


b. The obligation to absorb the expected losses of the legal entity [FIN 46(R), paragraph 1, sequence 55.2.2];


c. The right to receive the expected residual returns of the legal entity. [FIN 46(R), paragraph 1, sequence 55.2.3].


The amendments in this update to the Accounting Standards Codification are the result of FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R). The adoption of this update to improving the financial reporting by enterprises involved with Variable Interest Entities, as codified in ASC 810, did not have any impact on the Company's financial statements.


In December 2009, the Financial Accounting Standards Board ("FASB") issued an accounting standard update, Transfers and Servicing (Topic 860) Accounting for Transfers of Financial Assets. The amendments in this update to the Accounting Standards Codification are the result of FASB Statement No. 166, Accounting for Transfers of Financial Assets. The adoption of this update did not have any impact on the Company's financial statements.


In May 2011, the FASB issued new authoritative guidance to provide a consistent definition of fair value and ensure that fair value measurements and disclosure requirements are similar between GAAP and International Financial Reporting Standards. This guidance changes certain fair value measurement principles and enhances the disclosure requirements for fair value measurements. This guidance is effective for interim and annual periods beginning after December 15, 2011 and is applied prospectively. The Company does not expect that the adoption of this guidance will have a material impact on its financial statements.



8




Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.


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 nine months ended September 30, 2011 and 2010.


The Company repaid $0 and $50,031 in liabilities and $0 and $1,881 in accrued interest to various related parties and shareholders of the Company as of September 30, 2011 and 2010. As of September 30, 2011 and 2010, the company received $334 and $0 in advances from related parties respectively.


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 $217,067.   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 company’s 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.


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, 2011 and 2010, the company had outstanding $225,000 and $225,000 in convertible debentures respectively.  As of September 30, 2011, there have been no requests for conversion.


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, 2011 and 2010, the company recorded depreciation expense of $0 and $0 respectively.   As of September 30, 2011 and 2010, the company recorded a loss on abandonment of assets of $0 and $2,825 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, the Company assigned $85,000 of notes to the unrelated party, and they assumed the payment obligations. Consequently, the Company reduced the outstanding receivable to the unrelated party by $85,000.


As of September 30, 2011 and 2010, the outstanding receivables totaled $123,670 and $104,674 respectively including quarterly interest at 10%.


8.

Three month data – Third Quarter 2011 and 2010


 

 

2011

 

2010

 

 

 

 

 

Revenue

$

0

$

0

Cost of Sales

 

0

 

0

Gross Profit

 

0

 

0

Expenses

 

(10,140)

 

(9,201)

Operating Loss

 

(10,140)

 

(9,201)

Other Revenue and Expense

 

4,474

 

4,474

Three Month Loss

$

(5,666)

$

(4,727)




9




ITEM 2.  PLAN OF OPERATIONS


MANAGEMENT’S 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.



10




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:


·

available technical, financial and managerial resources;

·

working capital and other financial requirements;

·

the history of operations, if any;

·

prospects for the future;

·

the nature of present and expected competition;

·

the quality and experience of management services which may be available and the depth of the management;

·

the potential for further research, development or exploration;

·

the potential for growth and expansion;

·

the potential for profit;

·

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:


·

descriptions of product, service and company history; management resumes;

·

financial information;

·

available projections with related assumptions upon which they are based;

·

an explanation of proprietary products and services;

·

evidence of existing patents, trademarks or service marks or rights thereto;

·

present and proposed forms of compensation to management;

·

a description of transactions between the prospective entity and its affiliates;

·

relevant analysis of risks and competitive conditions;

·

a financial plan of operation and estimated capital requirements;

·

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 Diane Button is our only employee as well as our sole officer and director and a major shareholder.  Ms. Button will devote such time as required to actively seek a business opportunity for the Company.

 

Results of Operations – Nine Months Ended September 30, 2011 Compared to the Nine Months Ended September 30, 2010


We have experienced losses since inception.  We did not generate any revenues from operations during the period ended September 30, 2011 or 2010.   Expenses during the period ended September 30, 2011 were $11,653 for professional fees, $80 in bank charges, $13,373 in interest income and $16,952 in interest expense for a net loss of $15,312 compared to expenses of $17,974 with interest income of $14,971,  interest expense of $22,934, and a loss on abandonment of assets of $2,825 for the period ended September 30, 2010 for a total net los of $28,762.  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 $15,312 for the period ended September 30, 2011, compared to a net loss of $28,762 for the period ended September 30, 2010.


Liquidity and Capital Resources


We have $18,513 cash on hand, accounts receivable of $123,670 and $3,000 in prepaid expenses for total current assets of $145,183.  Our liabilities were $273,850 which included $3,300 in accounts payable, $42,501 in accrued interest, $2,400 in state corporate tax payable, $649 in a note payable to related parties 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 nine months ended September 30, 2011 and 2010.


The Company repaid $-0- and $50,031 in liabilities and $0 and $1,881 in accrued interest to various related parties and shareholders of the Company as of September 30, 2011 and 2010.    As of September 30, 2011 and 2010, the Company received $334 and $-0- in advances from related parties respectively.


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, 2011 and 2010, the Company had outstanding $225,000 and $225,000 in convertible debentures respectively.  As of September 30, 2011, there have been no requests for conversion.

As of September 30, 2010, the Company assigned $85,000 of notes to the unrelated party and they assumed payment obligations.  Consequently, the Company reduced the outstanding receivable to the unrelated party by $85,000.


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, 2011 and 2010, the outstanding receivables totaled $123,670 and $104,674 respectively including quarterly interest at 10%.


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.


ITEM 4T.  CONTROLS AND PROCEDURES.


(a)

Evaluation of Disclosure Controls and Procedures.  The Company’s 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 Company’s 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 Company’s internal control over financial reporting and procedures was effective as of September 30, 2011.



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(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

 

 

 

 

 

31

 

Certification of the Principal Executive Officer/ Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

Attached

 

 

 

 

 

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

 

 

 

 

 

101.INS

 

XBRL Instance Document

 

Attached

 

 

 

 

 

101.SCH

 

XBRL Taxonomy Extension Schema Document

 

Attached

 

 

 

 

 

101.CAL

 

XBRL Taxonomy Calculation Linkbase Document

 

Attached

 

 

 

 

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

 

Attached

 

 

 

 

 

101.LAB

 

XBRL Taxonomy Label Linkbase Document

 

Attached

 

 

 

 

 

101.PRE

 

XBRL Taxonomy Presentation Linkbase Document

 

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 9, 2011

By: /s/ Diane Button                                   

Diane Button, President and Chief Financial Officer



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