As
filed
with the Securities and Exchange Commission June 28, 2007
File No.
___________
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
SB-2
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CINJET,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
7380
(Primary
Standard Industrial
Classification
Code Number)
|
20-8609439
(IRS
Employer
Identification
No.)
|
Cynthia
Grisham, President
2160
California Avenue, B#116
Sand
City, CA 93955-3172
831-393-1396
(Address
and telephone number of registrant’s principal offices)
Cynthia
Grisham, President
2160
California Avenue, B#116
Sand
City, CA 93955-3172
831-393-1396
(Name,
address and telephone number of agent for service)
Copies
to:
Cletha
A. Walstrand, Esq.
1322
W. Pachua Circle
Ivins,
UT 84738
(435)
688-7317
(801)
435-688-7318 fax
Approximate
date of commencement of proposed sale to the public: As soon as practicable
after the Registration Statement becomes effective.
If
any of
the securities being registered on this form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box: [X]
If
this
Form is filed to register additional securities for an offering pursuant to
Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If
this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. [ ]
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please
check the following box. [ ]
CALCULATION
OF REGISTRATION FEE
Title
of
each class
Amount
to
be
Proposed
offering
Proposed
maximum
Amount
of
of
securities
to
registered
price
per
share
aggregate
offering
registration
be
registered
price
fee
Common
Stock
600,000
shares
$0.25
per
share
$150,000
$5.00
The
number of shares to be registered is estimated solely for the purpose of
calculating the registration fee.
“
The
registrant
hereby amends this registration statement on such date or dates as may be
necessary to delay its effective date until
the
registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a)
of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.”
The
information in this prospectus is not complete and may be changed. We may not
sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell
these securities and is not soliciting an offer to buy these securities in
any
state where the offer or sale is not permitted.
PROSPECTUS
$75,000
Minimum / $150,000 Maximum
Cinjet,
Inc.
COMMON
STOCK
This
is
Cinjet’s initial public offering. We are offering a minimum of 300,000 shares
and a maximum of 600,000 shares of common stock. The public offering price
is
$0.25 per share. No public market currently exists for our shares. We only
have
a limited history of operations.
See
“Risk Factors” beginning on page 2 for certain information you should consider
before you purchase the shares.
It is
likely our stock will become subject to the Penny Stock rules which impose
significant restrictions on the Broker-Dealers and may affect the resale of
our
stock.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of the securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
The
shares are offered on a “minimum/maximum, best efforts” basis directly through
our officer and director. No commission or other compensation related to the
sale of the shares will be paid to our officer or director. The proceeds of
the
offering will be placed and held in an escrow account at Escrow Specialists,
P.
O. Box 3287, Ogden, UT 84405, until a minimum of $75,000 in cash has been
received as proceeds from sale of shares. This offering will expire 120 days
after the date of this offering and can be extended by the management for an
additional 90 days. If we do not receive the minimum proceeds within 120 days
from the date of this prospectus, your investment will be promptly returned
to
you without interest and without any deductions. We may terminate this offering
prior to the expiration date.
Price
to
Public
Commissions
Proceeds
to Company
Per
Share
$0.25
$-0-
$0.25
Minimum
$75,000
$-0-
$75,000
Maximum
$150,000
$-0-
$150,000
The
date
of this Prospectus is June 28, 2007
PROSPECTUS
SUMMARY
About
our company
We
were
formed as a Nevada corporation on February 28, 2007 as Cinjet, Inc. We are
in
the business of offering our clients a wide array of virtual office and
outsourcing services. This includes word processing, typing and transcription,
resume writing, presentations, database management and a variety of basic to
more complex clerical and administrative functions. We will be competing with
a
broad range of companies who provide similar virtual office services including
international, national, regional and local businesses. The competition is
highly fragmented with many smaller providers as well several large competitors.
Some of our competitors include Back Office Solutions, LLC, Avos Virtual Office
Services, Progressive Office Solutions, Cooper Virtual Offices Services, and
Cyber Assistant Services.
In
addition, we provide electronic filing services for
clients
who need to file registration statements, prospectuses, periodic filings and
other documents required by the United States Securities and Exchange
Commission.
The
SEC
requires that all such corporate documents be filed in a special electronic
computer format to comply with the SEC’s Electronic Data Gathering Analysis and
Retrieval system, commonly referred to as EDGAR®. We convert client documents to
the prescribed EDGAR® format and submit the converted document directly to the
SEC via telecommunications.
We
will
be competing with a broad range of companies who provide similar services
including national, regional and local businesses. The competition is highly
fragmented with many small players dominated by several large competitors.
Some
of our competitors include Latek Corporate Filing Services, Pacific Management
Services, @EDGAR, Southridge Corporate Services, Prepress Graphics, Bassett
Press, EFFS, Inc., QuestNet, and ProFile Services as well as larger financial
printing companies such as Merrill Corporation.
We
have
commenced only limited operations. As of March 31, 2007, we realized a
cumulative net loss of
$4,653
and
have
not yet established profitable operations. These factors raise substantial
doubts about our ability to continue as a going concern.
We
are
offering a minimum of 300,000 and a maximum of 600,000 shares. Upon completion
of the offering, we will have 10,750,000 shares outstanding if we sell the
minimum and 11,050,000 shares outstanding if we sell the maximum number of
shares. We will realize $75,000 if we raise the minimum and $150,000 if we
raise
the maximum amount of the offering. We anticipate our expenses related to the
offering to be approximately $20,000. We will use the proceeds from the offering
to repay existing debt and implement our business plan. We need to raise at
least the minimum offering amount from this offering so we can continue
operations and implement our business plan for the next twelve months. We
believe that with the minimum net offering proceeds amount of $55,000, we can
repay our outstanding debt, fund advertising campaigns aimed at increasing
sales
and cover our costs over the next year.
Upon
completion of this offering, our current shareholders will own 97.2% of the
stock if the minimum is raised and 94.57% of the stock if the maximum is raised.
This means that our current shareholders will be able to elect directors and
control the future course of Cinjet.
Our
principal executive offices are located at
2160
California Avenue, B#116, Sand City, CA 93955-3172. Our telephone number is
831-393-1396.
RISK
FACTORS
Investing
in our stock is very risky and you should be able to bear a complete loss of
your investment. Please read the following risk factors closely.
Because
we are a new business and we have not proven our ability to generate profit,
an
investment in our company is risky.
We
have
no meaningful operating history so it will be difficult for you to evaluate
an
investment in our stock. For the period ended March 31, 2007, we had $0 in
revenue and a net loss of $-----4,563. Our auditors have expressed substantial
doubt about our ability to continue as a going concern. We cannot assure that
we
will ever be profitable. Since we have not proven the essential elements of
profitable operations, you will be furnishing venture capital to us and will
bear the risk of complete loss of your investment in the event we are not
successful.
If
we do not raise money through this offering, it is unlikely we can continue
operations.
As of
March 31, 2007, we had assets of $8,734, current liabilities of $67 and a note
payable to a related party in the amount of $6.670. We are devoting
substantially all of our present efforts to establishing a new business and
need
the proceeds from this offering to continue implementing our business plan.
If
we cannot raise money through this offering, we will have to seek other sources
of financing or we will be forced to curtail or terminate our business. There
is
no assurance that additional sources of financing will be available at all
or at
a reasonable cost. These factors raise substantial doubt about our ability
to
continue as a going concern.
If
our operating costs exceed our estimates, it may impact our ability to continue
operations.
We
believe we have accurately estimated our needs for the next twelve months based
on receiving both the minimum and maximum amount of the offering. It is possible
that we may need to purchase additional equipment or that our operating costs
will be higher than estimated. If this happens, it may impact our ability to
generate revenue and we would need to seek additional funding. We intend to
establish our initial clientele via existing relationships with accountants,
lawyers, venture capitalists, and other professionals. Should these
relationships not generate the anticipated volume of clientele, any
unanticipated marketing would diminish our working capital.
Our
revenues are difficult to predict because they are generated on a
project-by-project basis.
Our
target market is small to medium sized businesses that are in need of our
services. Our revenues are derived primarily from project-based client
engagements. As a result, our revenues are difficult to predict from period
to
period. We perform work for clients without formal contracts or under contracts
that are terminable upon little or no notice.
The
pricing structure of our services may preclude our ability to be
profitable.
We have
reviewed select competitors for our services and have made a reasonable estimate
with respect to pricing structure. If our services are too costly compared
to
our competition, we may deter potential clientele. Our management is less
experienced in pricing these services than many of our competitors. We may
find
that while keeping our pricing competitive, we experience more labor hours
than
our competitors, and in comparison experience a lower profit margin on
projects.
We
may not be able to compete in the market because we lack experience and have
limited funds.
The
majority of our competitors have greater financial and other resources than
we
do. Our competitors may also have a history of successful operations and an
established reputation within the industry. Some of our competitors may be
prepared to accept less favorable payment terms than us when negotiating or
renewing contracts. In addition, the market is characterized by an increasing
number of entrants that have introduced or developed services similar to those
offered by us. We believe that competition will intensify and increase in the
future. As a result, our competitors may be better positioned to address these
developments or may react more favorably to these changes. Our inability to
be
competitive in obtaining and maintaining clients would have a negative effect
on
our revenues and results of operations.
If
we lose the services of Mrs. Cynthia Grisham, it is unlikely that our business
could continue.
Cinjet
requires the services of our executive officer to become established. Our
business relies
exclusively
on Mrs.
Grisham's services because she is currently our sole employee, officer and
director. We have no employment agreement with our executive officer. If we
lost
the services of our executive officer, it is questionable we would be able
to
find a replacement and it is likely our business would fail.
Our
president has limited experience in running this type of service operation
and
our business may suffer from unforeseen problems.
Although
our president is knowledgeable in many aspects of the business and investment
banking industry, she has had no specific past experience in running a virtual
office and outsourcing services or a regulatory filing service. There may be
significant unforeseen obstacles to intended growth strategies that have not
been accurately anticipated.
Internet
system failures or viruses could seriously impact our operations and cause
customers to seek other solutions.
The need
to securely transmit all confidential information in a timely fashion will
be
critical to our clients. Any computer virus that is spread over the Internet
could disable or damage our system or delay our ability to transmit to the
SEC,
as well as our ability to transmit or receive correspondence and/or files
between clients and Cinjet. Additionally, any breach of confidentiality or
even
perceived compromise of integrity of computer information could cause
credibility problems with our clients. Our success is dependent upon our ability
to deliver high speed, uninterrupted information via the Internet to the SEC
as
well as to and from clients. Any system failure that causes interruption in
our
operations could impact our ability to maintain customers. Failures in the
telecommunications network on which we rely would result in customers’ receiving
no or diminished service.
The
SEC filing process is very time sensitive and if we fail to meet mandatory
deadlines, we may lose business.
Clients
need absolute dependability in regulatory filing services. Many of our
competitors have multiple people employed and multiple workstations at their
disposal. This provides our competitors with versatility in case of unforeseen
circumstances. We do not have that versatility. Any unavailability of our
personnel or unexpected mechanical problems could severely impact how our
clients might view our dependability and their desire to engage our services.
If
we fail to meet our client expectations or fail to deliver timely and accurate
services, we could suffer the loss of that client. Moreover, the negative
publicity could cause the loss of other clients and potential new business,
particularly from our referral sources.
We
lack long-term client contracts and need to expand our clientele in order to
make a profit.
Our
target market is small to medium sized businesses that are seeking services
that
we offer. Our lack of long-term client contracts reduces the predictability
of
our revenues because these contracts may be canceled on short notice. We do
not
currently have any contracts for our services. Our clients generally retain
us
on a project-by-project basis, rather than under long-term contracts. As a
result, a client may not engage us for further services once a project is
completed. We intend to establish our initial clientele via existing
relationships with accountants, lawyers, venture capitalists, and other
professionals. Should these relationships not generate the anticipated volume
of
clientele, we make not be able to generate a profit.
It
is likely our stock will become subject to the Penny Stock rules which impose
significant restrictions on the Broker-Dealers and may affect the resale of
our
stock.
A
penny
stock is generally a stock that
-
is not
listed on a national securities exchange or Nasdaq,
-
is
listed in "pink sheets" or on the NASD OTC Bulletin Board,
-
has a
price per share of less than $5.00 and
-
is
issued by a company with net tangible assets less than $5 million.
The
penny
stock trading rules impose additional duties and responsibilities upon
broker-dealers and salespersons effecting purchase and sale transactions in
common stock and other equity securities, including
-
determination of the purchaser's investment suitability,
-
delivery of certain information and disclosures to the purchaser,
and
-
receipt
of a specific purchase agreement from the purchaser prior to effecting the
purchase transaction.
Many
broker-dealers will not effect transactions in penny stocks, except on an
unsolicited basis, in order to avoid compliance with the penny stock trading
rules. In the event our common stock becomes subject to the penny stock trading
rules,
-
such
rules may materially limit or restrict the ability to resell our common stock,
and
-
the
liquidity typically associated with other publicly traded equity securities
may
not exist.
A
market
for our stock may never develop and you would not have the ability to sell
your
stock publicly.
If
the offering is completed, you will have little or no ability to control
operations.
Although
you will pay a price per share that substantially exceeds the price per share
paid by current shareholders and will contribute a significantly higher
percentage of the total amount to fund our operations, you will own a very
small
percent, less than 10%, of our shares. As a result, you have little or no
ability to control how management operates our business and our current
shareholders will be able to elect directors and control the future course
of
Cinjet. Mrs. Grisham currently has 71.77% control of Cinjet and will continue
to
have control of Cinjet as the owner of 69.79% if the minimum is raised and
67.87% if the maximum is raised of the outstanding common stock and as the
sole
employee, officer and director.
If
the offering is completed you will experience substantial dilution to your
investment in Cinjet.
As an
investor in this offering, you will pay a price per share that substantially
exceeds the price per share paid by current shareholders and you will contribute
a high percentage of the total amount to fund Cinjet, but will only own a small
percentage of our shares. Investors will have contributed $75,000 if the minimum
is raised and $150,000 if the maximum offering is raised, compared to $6,650
contributed by current shareholders.
Further,
if the minimum is raised, investors will only own 2.79% of the total shares
and
if the maximum is raised, investors will only own 5.43% of the total shares.
If
the minimum is raised, the net tangible book value per share will be $0.00468
and if the maximum is raised, the net tangible book value per share will be
$0.01135 compared to the $0.25 per share you will pay to invest in
Cinjet.
We
are self-underwriting our offering and do not have the typical public market
interest of an offering underwritten by a market maker which will probably
result in fewer purchasers and potential lack of a future public market to
sell
your shares.
Most
initial public offerings are underwritten by a registered broker-dealer firm
or
an underwriting group. These underwriters generally will act as market makers
in
the stock of a company they underwrite to help insure a public market for the
stock. This offering is to be sold by our executive officer. We have no
commitment from any brokers to sell shares in this offering. As a result, we
will not have the typical broker public market interest normally generated
with
an initial public offering. Lack of a market for shares of our stock could
adversely affect a shareholder in the event a shareholder desires to sell his
shares. Should we sell the minimum offering, we believe, because of our business
plan and our perceived appeal to companies requiring EDGAR® filing services and
outsourced office services, a market maker may file for quotation of our shares
on the Over the Counter Bulletin Board.
Because
there is no current market and a trading market may never develop for our stock,
your investment may be illiquid.
Currently, we are privately owned and there is no public trading market for
our
stock and there can be no assurance that any market will develop. If a market
develops for our stock, it will likely be limited, sporadic and highly volatile.
100% of our outstanding shares are restricted securities under Rule 144, which
means that they are subject to restrictions on resale in the public market.
Future sale of the restricted stock after these restrictions lapse or are
satisfied, could have a depressive effect on the price of the stock in any
public market that develops and the liquidity of your investment. Public trading
of the common stock is covered by Rule 15c2-6 of the Securities Exchange Act
of
1934, which imposes certain sales practice requirements on broker-dealers who
sell certain designated securities to persons other than established customers
and certain categories of investors. For transactions covered by the rule,
the
broker-dealer must make a suitability determination for the purchaser and
receive the purchaser’s written agreement to the transaction prior to sale.
Under certain circumstances, the purchaser may enjoy the right to rescind the
transaction within a certain period of time. Consequently, so long as the common
stock is a designated security under the rule, the ability of broker-dealers
to
effect certain trades may be affected adversely, thereby impeding the
development of a meaningful market in the stock.
Shares
of stock that are eligible for sale by our stockholders may decrease the price
of our stock.
Upon
completion of the offering, we will have 10,750,000 shares outstanding,
including 300,000 shares that are freely tradable if we sell the minimum and
we
will have 11,050,000 shares outstanding, including 600,000 shares that are
freely tradable if we sell the maximum. If there is a public market for our
stock and if the holders sell substantial amounts of our stock, then the market
price of our stock could decrease.
FORWARD-LOOKING
STATEMENTS
You
should carefully consider the risk factors set forth above, as well as the
other
information contained in this prospectus. This prospectus contains
forward-looking statements regarding events, conditions, and financial trends
that may affect our plan of operation, business strategy, operating results,
and
financial position. You are cautioned that any forward-looking statements are
not guarantees of future performance and are subject to risks and uncertainties.
Actual results may differ materially from those included within the
forward-looking statements as a result of various factors. Cautionary statements
in the risk factors section and elsewhere in this prospectus identify important
risks and uncertainties affecting our future, which could cause actual results
to differ materially from the forward-looking statements made in this
prospectus.
DILUTION
AND
COMPARATIVE
DATA
As
of
March 31, 2007, we had a net tangible book value, which is the total tangible
assets less total liabilities, of ($4,653) or approximately ($0.04452) per
share. The following table shows the dilution to your investment without taking
into account any changes in our net tangible book value after March 31, 2007,
except the sale of the minimum and maximum number of shares
offered.
|
Assuming
Minimum
Shares
Sold
|
Assuming
Maximum
Shares
Sold
|
Shares
Outstanding
|
10,750,000
|
11,050,000
|
Public
offering proceeds
at
$0.25 per share
|
$75,000
|
$150,000
|
Net
offering proceeds after
Expenses
|
$55,000
|
$130,000
|
Net
tangible book value
before
offering
Per
share
|
($4,653)
($0.0004452)
|
($4,653)
($0.0004452)
|
Pro
forma net tangible
book
value after offering
Per
share
|
$50,347
$0.00468
|
$125,347
$0.01135
|
Increase
attributable to purchase of shares by new investors
|
$0.005125
|
$0.01379
|
Dilution
per share to new investors
|
$0.24532
|
$0.23865
|
Percent
dilution
|
98.12%
|
95.46%
|
The
following table summarizes the comparative ownership and capital contributions
of existing common stock shareholders and investors in this offering as of
March
31, 2007:
|
Shares
Owned
Number
%
|
Total
Consideration
Amount
%
|
Average
Price
Per
Share
|
Present
Shareholders
Minimum
Offering
Maximum
Offering
|
10,450,000
97.2%
10,450,000
94.57%
|
$6,650
8.15%
$6,650
4.25%
|
$0.0006
$0.0006
|
New
Investors
Minimum
Offering
Maximum
Offering
|
300,000
2.8%
600,000
5.43%
|
$75,000
91.85%
$150,000
95.75%
|
$0.25
$0.25
|
The
numbers used for Present Shareholders assumes that none of the present
shareholders purchase additional shares in this offering.
The
above
table illustrates that as an investor in this offering, you will pay a price
per
share that substantially exceeds the price per share paid by current
shareholders and that you will contribute a high percentage of the total amount
to fund Cinjet, but will only own a small percentage of our shares. Investors
will have contributed $75,000 if the minimum is raised and $150,000 if the
maximum offering is raised, compared to $6,650 contributed by current
shareholders. Further, if the minimum is raised, investors will only own 2.8%
of
the total shares and if the maximum is raised, investors will only own 5.43%
of
the total shares.
USE
OF PROCEEDS
The
net
proceeds to be realized by us from this offering, after deducting estimated
offering related expenses of approximately $20,000 is $55,000 if the minimum
and
$130,000 if the maximum number of shares is sold.
The
following table sets forth our estimate of the use of proceeds from the sale
of
the minimum and the maximum amount of shares offered. Since the dollar amounts
shown in the table are estimates only, actual use of proceeds may vary from
the
estimates shown.
Description
Assuming
Sale of
Assuming
Sale of
Minimum
Offering
Maximum
Offering
Total
Proceeds
$75,000
$150,000
Less
Estimated Offering
Expenses
$20,000
$
20,000
Net
Proceeds
Available
$55,000
$130,000
Use
of
Net Proceeds
Pay
off
notes
$
6,670
$
6,670
Pay
off
interest
$
67
$
67
Corporate
literature
$
3,000
$
5,000
Equipment
$10,000
$20,000
Marketing
$
5,000
$10,000
Salary
$12,000
$12,000
Working
capital
$18,263
$76,263
TOTAL
NET
PROCEEDS
$55,000
$130,000
We
currently have an outstanding note amounting to $6,670 issued in March of 2007
that is owed to Cynthia Grisham, our sole officer and director. The note accrues
interest at the rate of 12% per annum. At March 31, 2007 total principal and
accrued interest on the notes was approximately $6,737. The note is due upon
the
successful completion of this offering or March 31, 2008, whichever is first.
This note is unsecured. The proceeds from the note were used to pay legal and
accounting fees. We intend to use the proceeds from this offering to retire
this
debt
.
We
intend
to pay Cynthia Grisham a minimum of $1,000 per month upon completion of this
offering. We have an agreement to pay Ms. Grisham $50,000 per year for her
services upon completion of this offering. We will use $1,000 per month from
the
proceeds of this offering to pay Ms. Grisham and anticipate the balance of
the
agreed salary to come from our revenues. We are not accruing any past due salary
as Ms. Grisham is not eligible for compensation until this offering is
completed.
The
working capital reserve may be used for general corporate purposes to operate,
manage and maintain the current and proposed operations including additional
product development, professional fees including legal and consulting fees,
expenses including office supplies and travel costs and other administrative
costs. The amounts actually expended for working capital purposes may vary
significantly and will depend on a number of factors, including the amount
of
our future revenues and the other factors described under Risk
Factors.
Costs
associated with being a public company, including compliance and audits of
our
financial statements will be paid from working capital and revenues generated
from our operations.
If
less
than the maximum offering is received, we will apply the proceeds according
to
the priorities outlined above. The proceeds will be used as outlined and we
do
not intend to change the use of proceeds or pursue any other business other
than
as described in this prospectus.
Pending
expenditures of the proceeds of this offering, we may make temporary investments
in short-term, investment grade, interest-bearing securities, money market
accounts, insured certificates of deposit and/or in insured banking
accounts.
DETERMINATION
OF OFFERING PRICE
The
offering price of the shares was arbitrarily determined by our management.
The
offering price bears no relationship to our assets, book value, net worth or
other economic or recognized criteria of value. In no event should the offering
price be regarded as an indicator of any future market price of our securities.
In determining the offering price, we considered such factors as the prospects
for our products, our management’s previous experience, our historical and
anticipated results of operations and our present financial
resources.
DESCRIPTION
OF BUSINESS
General
We
were
formed as a Nevada corporation on February 28, 2007 as Cinjet, Inc. We are
in
the business of offering our clients a wide array of virtual office and
outsourcing services. This includes but is not limited to word processing,
typing and transcription, resume writing, presentations, database management,
as
well as a variety of basic to more complex clerical and administrative
functions. In addition, we are in the business of providing electronic filing
services for clients who need to file registration statements, prospectuses,
periodic filings and other documents required by the Securities and Exchange
Commission. Our accountants have raised substantial doubts about our ability
to
continue as a going concern. Further, we rely on our sole employee, officer
and
director, Mrs. Grisham to conduct our business.
The
SEC
requires that certain corporate documents be filed in a special electronic
computer format to comply with the Commission’s Electronic Data Gathering
Analysis and Retrieval system known as EDGAR
â
.
We
convert client documents into the proscribed EDGAR
â
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
EDGAR
â
system
is intended to facilitate broad and rapid dissemination of investment
information to the public via electronic format. EDGAR
â
,
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 EDGAR
â
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 EDGAR
â
filing.
Using EDGARIZER eliminates a significant portion of labor that would otherwise
be required without the software. The EDGARized documents are then transmitted
directly to the SEC via the internet.
We
also
provide our clients a wide array of virtual office and outsourcing services.
This includes but is not limited to word processing, typing and transcription,
resume writing, presentations, database management, as well as a variety of
basic to more complex clerical and administrative functions. The need for
virtual offices services has increased with the use of the high-speed Internet
and the downsizing that has occurred in many businesses.
Word
processing is one of our specialties. We help our clients with scheduled or
unscheduled clerical needs, including document editing, resume writing, and
word
processing of all kinds. In the future, we also intend offer monthly word
processing and database management services for our clients’ ongoing projects
that are too time consuming for them to deal with. Another service we are
looking to offer is clerical service on demand. We will establish relationships
with temp agencies to have access to administrative professionals to handle
any
workload overflow.
The
virtual office side of our business is being designed to offer administrative
support to business owners, executives and entrepreneurs. This service can
be used on an "as needed" basis, eliminating the burden of having a second
full-time employee. Using our virtual office services would provide
several advantages by eliminating payroll taxes, insurance and benefits,
equipment, space and time, while providing high quality professional
support.
Our
revenues are derived from project-based client engagements. As a result, our
revenues are difficult to predict from period to period. We intend to target
small and medium sized business and need to cultivate a significant base of
clientele in order to generate a ratable flow of projects and revenue. We
anticipate that most of our clients will have one major filing per year, along
with three smaller projects to coincide with the filing of their quarterly
reports. We do not believe that any single client will be our major revenue
stream.
The
SEC
filing process is very time sensitive. The repercussions from late SEC filings
can be significant. Our reputation and positive publicity is dependent on our
meeting client expectations and delivering timely and accurate services. It
is
critical that our quality of service meets client expectations in order for
us
to retain existing clients and to obtain new clientele
.
We
intend
to demonstrate to clients that we are more flexible to their needs because
of
our personalized approach.
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 EDGAR
â
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 EDGAR
â
format
and prior to any filing deadlines that may exist from time to time. However
we
cannot promise, guarantee or ensure that EDGARized documents will be filed
in
the proper EDGAR format or prior to a filing deadline. We do not have insurance
coverage or intend to negotiate limitations on liability with our
customers.
To
date
we have spent approximately $1,500 on research and development that consisted
primarily of software training.
Generating
revenue
We
charge
a basic flat fee for our service plus a per page cost. Our transmission fee
is
$100 per document and we charge $7.00 per page to put the document into
EDGAR
â
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 EDGAR
â
.
We
offer discounts to filers who have multiple filings.
Typically,
we invoice for our services immediately following the EDGAR
â
transmission with terms net 30 days.
We
are
still in the process of evaluating the pricing structure for our virtual office
services. Initially, we are planning to charge $40 per hour for clerical and
secretarial services, $95 for our resume services, and $300 per month for e-mail
and telephone answering (up to 200 calls).
We
do not
have any written contracts with our clients. Our clients generally retain us
on
a project-by-project basis, rather than under long-term contracts. As a result,
a client may not engage us for further services once a project is completed.
We
intend to establish our initial clientele via existing relationships with
accountants, lawyers, venture capitalists, and other professionals.
Marketing
strategy
Our
sales
and marketing efforts are focused on strengthening our name and building our
reputation as a secure, reliable and cost-efficient provider of EDGARizing
and
virtual office services. We intend to establish our initial clientele via
existing relationships that we have and will develop with accountants, lawyers,
venture capitalists, broker dealers, and other professionals.
Our
target market is small to medium sized businesses that are required to do SEC
filings and business who are in need of our virtual office services. Our
targeted market will be those companies who are referred directly or indirectly
to us by already established business relationships of our officer and director.
These contacts are already integrally familiar with the filing process and
with
the EDGARizing process for documents.
The
need
for virtual offices services has increased with the use of the Internet and
the
downsizing that has occurred in many businesses. As a virtual office provider,
Ms. Grisham primarily works from home or in different office locations, and
provides professional secretarial and administrative support to individuals
or
small businesses.
We
are in
the business of offering our clients a wide array of virtual office and
outsourcing services. Our virtual office services may consist of word
processing, typing and transcription, resume writing, presentations, database
management desktop publishing, website design and maintenance, transcription,
proofreading, marketing, faxes, writing, mailings, bookkeeping, plan meetings
and events, and other miscellaneous office duties. We believe virtual office
services is a unique service that can enhance businesses, entrepreneurs or
professionals. We provide many customized services to maximize time, minimize
cost and help develop profit potential. As a competitively priced business
support service, we offer a wide range of tools that will assist with business
management. Clients only pay for services as they need them, there is no waste,
no initial expense, no hidden cost and no inventory investment.
We
believe that initially we will be able to operate at near capacity in the near
future from clients that will be referred by our existing business contacts.
Other than phone contacts or personal visits from our president, we do not
anticipate needing to do marketing or advertising in order to cultivate
clientele.
We
believe that our clients will find the values and benefits of our services
to be
superior to their other options. We plan to provide our customers
with:
·
Personal
attention and increased flexibility. We anticipate that most of our clients
will
have been referred to us through business relationships. We value these
relationships and understand how critical it is to keep not only the client
but
the referral source satisfied. Our clients are not just client names to us.
We
intend to have a personal rapport with each client and therein an ability to
be
more sensitive to their individual needs.
·
|
Reduced
cost. We intend to price our services in an extremely attractive
manner
compared to competitors, with a simple pricing structure. We have
a narrow
focus of service, EDGARizing and virtual office services. We are
structuring our services so that clients are not expected to absorb
the
many inefficiencies of multiple tasks that some of our competitors
may
experience.
|
·
|
Secure
and reliable service. We offer our customers a highly secure and
reliable
EDGARizing and virtual office service. We intend to deliver business
critical, time-sensitive communications in a consistent, accurate,
and
reliable manner.
|
We
believe our current business will come from existing business relationships.
Competition
While
the
market for EDGARizing services and virtual office services is relatively new,
it
is already highly competitive. Additionally, since the EDGAR
â
format
is an SEC mandate, there have been an increasing number of business that have
commence services similar to ours. We expect that this will continue to be
the
trend in this service niche. In some cases we will be competing with the
in-house technical staff of our prospective clients or our referral sources.
Some of our competitors include @EDGAR, Southridge Corporate Services, Latek
Corporate Filing Services, Pacific Management Services, Prepress Graphics,
Bassett Press, QuestNet, ProFile Services and EFFS, Inc., My Staff, Employease,
Inc., Virtual Growth, Inc., V.com. Some of our larger competitors include major
printing services companies such as Merrill Corporation.
Many
of
these businesses have longer operating histories and significantly greater
financial, technical, marketing and managerial resources than we do. There
are
relatively low barriers to entry into our business. We have no patented or
other
proprietary technology that would preclude or inhibit competitors from entering
the EDGARizing or virtual office service. We must rely on the skill of our
personnel and the quality of our client service. We expect that we will continue
to face additional competition from new entrants into the market in the future.
The
confidentiality of information transmitted in a timely fashion will be critical
to our clients. We intend to stress the benefits of our small size allowing
for
a greater understanding of individual client needs are an advantage in this
area. This will reduce the opportunity for peripheral conversations, which
might
undermine confidentiality.
Governmental
Regulation
Currently,
we are subject to relatively few regulations other than regulations applicable
to businesses in general. Other than the regulations imposed on
EDGAR
â
filings
by the SEC, that require us to update our registered EDGAR
â
filing
agent codes annually, we are not aware of any regulations that might affect
our
business.
Employees
At
the
present time Cynthia Grisham is our only employee as well as our sole officer
and director and a major shareholder. Mrs. Grisham will devote such time as
required to actively market and further develop our services and products.
At
present, we expect Mrs. Grisham will devote at least 30 hours per week to our
business. We expect to contract the services of a data entry operator on an
as
needed basis at times of peak business. We do not anticipate hiring any
additional employees until such time as additional staff is required to support
our operations.
Facilities
and Property
We
currently maintain a 500 square foot office space provided by Cynthia Grisham,
our officer and director, at no cost to the company. We do not have any written
agreement regarding our office space. Our address is 2160 California Avenue,
B#116, Sand City, CA 93955-3172. Our telephone number is 831-393-1396. We
anticipate this situation will be maintained for at least the next twelve
months. The facility meets our current needs, however should we expand in the
future, we may have to relocate. If we have to relocate, we will seek office
space at or below then prevailing rates.
We
have
purchased a computer, software and a printer. This equipment is critical to
our
operations of converting, transmitting, and electronically delivering client
documents.
Legal
proceedings
Our
company is not a party to any bankruptcy, receivership or other legal
proceeding, and to the best of our knowledge, no such proceedings by or against
Cinjet have been threatened.
PLAN
OF OPERATION
Should
we
receive the minimum offering of $75,000, we will realize net proceeds of
$55,000. This amount will enable us to pay off our existing debt, implement
a
marketing program and provide us with sufficient working capital to continue
operations for a period of twelve months. Should we receive the maximum amount
of the offering of $150,000, we will realize net proceeds of $130,000. This
amount will enable us to expand our marketing and advertising and purchase
additional equipment. We anticipate that with the maximum offering amount,
we
can continue our operations for a period of twelve months.
Upon
receipt of the proceeds of this offering, we will pay off our debt of $6,670.
If
we raise the minimum we are planning to spend up to $3,000 on the corporate
literature, $10,000 on additional equipment, $5,000 on marketing and the
remaining capital will be reserved for working capital. Should we receive the
maximum amount, we will spend up to $5,000 on the corporate literature, $20,000
on additional equipment, $10,000 on marketing and the remaining capital will
be
reserved for working capital.
We
intend
to pay Cynthia Grisham a minimum of $1,000 per month upon completion of this
offering. We have an agreement to pay Ms. Grisham $50,000 per year for her
services upon completion of this offering. We will use $1,000 per month from
the
proceeds of this offering to pay Ms. Grisham and anticipate the balance of
the
agreed salary to come from our revenues. We are not accruing any past due salary
as Ms. Grisham is not eligible for compensation until this offering is
completed.
The
working capital reserve may be used for general corporate purposes to operate,
manage and maintain the current and proposed operations including additional
product development, professional fees including legal and consulting fees,
expenses including office supplies and travel costs and other administrative
costs. The amounts actually expended for working capital purposes may vary
significantly and will depend on a number of factors, including the amount
of
our future revenues and the other factors described under Risk
Factors.
We
believe we have accurately estimated our needs for the next twelve months based
on receiving both the minimum and maximum amount of the offering. It is possible
that our startup costs will be higher than estimated. At present, we have no
capital commitments for the next twelve months. We believe we have reserved
sufficient working capital to cover any unexpected expenses.
Our
auditors have expressed substantial doubt about our ability to continue as
a
going concern. We believe that we can continue operations with ongoing client
services even if we fail to raise the minimum offering amount. However, if
we
are unable to raise the offering amount and our request for client services
declines, it may be necessary for us to find additional funding in order to
continue our operations. In this event, we may seek additional financing in
the
form of loans or sales of our stock and there is no assurance that we will
be
able to obtain financing on favorable terms or at all or that we will find
qualified purchasers for the sale of any stock. We do not have any commitments
for any type of financing or funding.
Upon
effectiveness of this registration statement, we intend to comply with our
duties as public company. To demonstrate our commitment to operating fairly
and
ethically, we have recently adopted a Corporate Code of Ethics that is attached
as an exhibit to this report.
MANAGEMENT’S
DISCUSSION AND ANALYSIS
Year
Ended March 31, 2007
We
did
not generate any revenue during the year ended March 31, 2007. For the year
ended March 31, 2007, we generated
$0
in
income. During the year ended March 31, 2007 our expenses were
$4,586
.
Expenses in 2007 consisted of general and administrative costs, consulting
fees
and professional fees. The professional fees were, to a large extent, to our
auditors and legal counsel for preparation of this registration statement.
Liquidity
and Capital Resources
At
March
31, 2007 we had total assets of $8,734. Current assets consisted of $8,734
in
cash. Total current liabilities at March 31, 2007 consisted of $6,737 in notes
payable to related parties and accrued interest.
We
do not
anticipate any capital expenditures in the next twelve months.
We
anticipate using the funds from this offering to pay off our debts, develop
promotional literature, update our computer systems and continue operations
for
the next twelve months.
MANAGEMENT
Our
business will be managed by our officer and director.
Name
|
Age
|
Position
|
Since
|
Cynthia
Grisham
|
41
|
President,
Secretary, Treasurer and Director
|
February
28, 2007
|
The
following is a brief biography of our officer and director.
Cynthia
Grisham, President, Secretary, Treasurer and Director.
Mrs.
Grisham graduated from Heald Business College with honors and received her
Associates degree in Computer Business Administration in 1999. She worked as
an
executive level administrative assistant for California Forensic Medical Group,
Inc. from March of 1999 until March of 2007. California Forensic Medical Group
is a privately owned, West Coast provider of quality health care to correctional
facilities. CFMG is dedicated to providing responsive, innovative, high quality
and cost effective correctional healthcare services to California counties.
CFMG’s programs are accredited through the California Medical Association,
Institute of Medical Quality for both adult and juvenile correctional
facilities. CFMG’s ownership and management group has been the same since
1983.
COMPENSATION.
We
intend
to pay Cynthia Grisham a minimum of $1,000 per month upon completion of this
offering. We have an agreement to pay Ms. Grisham $50,000 per year for her
services upon completion of this offering. We will use $1,000 per month from
the
proceeds of this offering to pay Ms. Grisham and anticipate the balance of
the
agreed salary to come from our revenues. We are not accruing any past due salary
as Ms. Grisham is not eligible for compensation until this offering is
completed.
There
are
no formal employment arrangements in place. We have agreed to pay Mrs. Grisham
up to $50,000 per year for her management services with payment to be made
as
the services are performed. In addition, we have agreed to reimburse Mrs.
Grisham for expenses incurred on our behalf. We do not anticipate formalizing
this arrangement and do not have any preliminary agreements or understandings
that would change the terms of compensation during the course of the year.
We do
not anticipate compensating any directors.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
We
currently have an outstanding note amounting to $6,670 issued in March of 2007
that is due to Cynthia Grisham. The note accrues interest at the rate of 12%
per
annum. At March 31, 2007 total principal and accrued interest on the notes
was
approximately $6,737. The note is due upon the successful completion of this
offering or March 31, 2008, whichever is first. This note is unsecured. The
proceeds from the note were used to pay legal and accounting fees. We intend
to
use the proceeds from this offering to retire this debt.
We
have
agreed to pay Mrs. Grisham up to $50,000 per year for managing our business
with
payment to occur as the services are performed.
PRINCIPAL
STOCKHOLDERS
The
following table sets forth the beneficial ownership of our common stock as
of
the date of this prospectus, and as adjusted to reflect the sale of 300,000
shares should we sell the minimum amount and 600,000 should we sell maximum
number of shares.
The
table
includes:
·
each
person known to us to be the beneficial owner of more than five percent of
the
outstanding shares
·
each
director of Cinjet
·
each
named executive officer of Cinjet
Name
& Address
|
#
of Shares Beneficially Owned
|
%
Before Offering
|
%
After Minimum
|
%
After Maximum
|
Cynthia
Grisham (1)
2160
California Ave., B#116
Sand
City, CA 93955
|
7,500,000
|
71.77%
|
69.79%
|
67.87%
|
Olga
Kravchenko
1359
Ahlrich Ave.
Encinitas,
CA 92024
|
950,000
|
9.09%
|
8.83%
|
8.59%
|
Katrina
A. Starling
P.O.
Box 7565
Spreckels,
CA 93962
|
1,000,000
|
9.56%
|
9.30%
|
9.05%
|
Jill
Strahl
814
Bel Air Way
Salinas,
CA 93901
|
1,000,000
|
9.56%
|
9.30%
|
9.05%
|
All
directors and executive officers as a group (1 person)
|
7,500,000
|
71.77%
|
69.79%
|
67.87%
|
(1)
|
Officer
and/or director.
|
The
beneficial owners listed above have sole voting and investment power of the
stock held by them.
DESCRIPTION
OF THE SECURITIES
Common
Stock
We
are
authorized to issue up to 100,000,000 shares of common stock with a par value
of
$.0001 per share. As of the date of this prospectus, there are 10,450,000 shares
of common stock issued and outstanding.
The
holders of common stock are entitled to one vote per share on each matter
submitted to a vote of stockholders. In the event of liquidation, holders of
common stock are entitled to share ratably in the distribution of assets
remaining after payment of liabilities, if any. Holders of common stock have
no
cumulative voting rights, and, accordingly, the holders of a majority of the
outstanding shares have the ability to elect all of the directors. Holders
of
common stock have no preemptive or other rights to subscribe for shares. Holders
of common stock are entitled to such dividends as may be declared by the board
of directors out of funds legally available therefore. The outstanding common
stock is, and the common stock to be outstanding upon completion of this
offering will be, validly issued, fully paid and non-assessable.
We
anticipate that we will retain all of our future earnings, if any, for use
in
the operation and expansion of our business. We do not anticipate paying any
cash dividends on our common stock in the foreseeable future.
Preferred
Stock
We
are
authorized to issue up to 5,000,000 shares of preferred stock with a par value
of $0.0001. Our preferred stock may be issued in series, with such designations,
preferences, stated values, rights, qualifications or limitations as determined
solely by our board of directors. As of the date of this prospectus, we have
issued no shares of our preferred stock
Transfer
Agent
Our
transfer agent is Action Stock Transfer, 7069 S. Highland Dr., #300, Salt Lake
City, UT 84121.
SHARES
AVAILABLE FOR FUTURE SALE
As
of the
date of this prospectus, there are 10,450,000 shares of our common stock issued
and outstanding. Upon the effectiveness of this registration statement, 300,000
shares will be freely tradable if the minimum is sold and 600,000 shares will
be
freely tradeable if the maximum number of shares is sold. The remaining
10,450,000 shares of common stock will be subject to the resale provisions
of
Rule 144. Sales of shares of common stock in the public markets may have an
adverse effect on prevailing market prices for the common stock.
Rule
144
governs resale of “restricted securities” for the account of any person, other
than an issuer, and restricted and unrestricted securities for the account
of an
“affiliate of the issuer. Restricted securities generally include any securities
acquired directly or indirectly from an issuer or its affiliates which were
not
issued or sold in connection with a public offering registered under the
Securities Act. An affiliate of the issuer is any person who directly or
indirectly controls, is controlled by, or is under common control with the
issuer. Affiliates of the company may include its directors, executive officers,
and person directly or indirectly owning 10% or more of the outstanding common
stock. Under Rule 144 unregistered resales of restricted common stock cannot
be
made until it has been held for one year from the later of its acquisition
from
the company or an affiliate of the company. Thereafter, shares of common stock
may be resold without registration subject to Rule 144’s volume limitation,
aggregation, broker transaction, notice filing requirements, and requirements
concerning publicly available information about the company (“Applicable
Requirements”). Resales by the company’s affiliates of restricted and
unrestricted common stock are subject to the Applicable Requirements. The volume
limitations provide that a person (or persons who must aggregate their sales)
cannot, within any three-month period, sell more than the greater of one percent
of the then outstanding shares, or the average weekly reported trading volume
during the four calendar weeks preceding each such sale. A non-affiliate may
resell restricted common stock which has been held for two years free of the
Applicable Requirements.
MARKET
FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS
We
have
four shareholders. Currently, there is no public trading market for our
securities and there can be no assurance that any market will develop. If a
market develops for our securities, it will likely be limited, sporadic and
highly volatile. Currently, we do not plan to have our shares listed nor do
we
have any agreements with any market makers. At some time in the future, a market
maker may make application for listing our shares.
Presently,
we are privately owned. This is our initial public offering. Most initial public
offerings are underwritten by a registered broker-dealer firm or an underwriting
group. These underwriters generally will act as market makers in the stock
of a
company they underwrite to help insure a public market for the stock. This
offering is to be sold by our sole officer and director. We have no commitment
from any brokers to sell shares in this offering. As a result, we will not
have
the typical broker public market interest normally generated with an initial
public offering. Lack of a market for shares of our stock could adversely affect
a shareholder in the event a shareholder desires to sell his
shares.
Currently
the Shares are subject to Rule 15g-1 through Rule 15g-9, which provides,
generally, that for as long as the bid price for the Shares is less than $5.00,
they will be considered low priced securities under rules promulgated under
the
Exchange Act. Under these rules, broker-dealers participating in transactions
in
low priced securities must first deliver a risk disclosure document which
describes the risks associated with such stocks, the broker-dealer's duties,
the
customer's rights and remedies, and certain market and other information, and
make a suitability determination approving the customer for low priced stock
transactions based on the customer's financial situation, investment experience
and objectives. Broker-dealers must also disclose these restrictions in writing
to the customer and obtain specific written consent of the customer, and provide
monthly account statements to the customer. Under certain circumstances, the
purchaser may enjoy the right to rescind the transaction within a certain period
of time. Consequently, so long as the common stock is a designated security
under the Rule, the ability of broker-dealers to effect certain trades may
be
affected adversely, thereby impeding the development of a meaningful market
in
the common stock. The likely effect of these restrictions will be a decrease
in
the willingness of broker-dealers to make a market in the stock, decreased
liquidity of the stock and increased transaction costs for sales and purchases
of the stock as compared to other securities.
Our
stock
will be considered a penny stock. A penny stock is generally a stock
that:
-
is not
listed on a national securities exchange or Nasdaq,
-
is
listed in "pink sheets" or on the NASD OTC Bulletin Board,
-
has a
price per share of less than $5.00 and
-
is
issued by a company with net tangible assets less than $5 million.
The
penny
stock trading rules impose additional duties and responsibilities upon
broker-dealers and salespersons effecting purchase and sale transactions in
common stock and other equity securities, including
-
determination of the purchaser's investment suitability,
-
delivery of certain information and disclosures to the purchaser,
and
-
receipt
of a specific purchase agreement from the purchaser prior to effecting the
purchase transaction.
Many
broker-dealers will not effect transactions in penny stocks, except on an
unsolicited basis, in order to avoid compliance with the penny stock trading
rules. In the event our common stock becomes subject to the penny stock trading
rules,
-
such
rules may materially limit or restrict the ability to resell our common stock,
and
-
the
liquidity typically associated with other publicly traded equity securities
may
not exist.
A
market
for our stock may never develop and you would not have the ability to sell
your
stock publicly.
PLAN
OF DISTRIBUTION
We
are
offering a minimum of 300,000 shares and a maximum of 600,000 shares on a best
efforts basis directly to the public through our officer and director. This
offering will expire 120 days after the date of this offering and can be
extended by the management for an additional 90 days. If we do not receive
the
minimum proceeds within 120 days from the date of this prospectus, your
investment will be promptly returned to you without interest and without any
deductions. We may terminate this offering prior to the expiration
date.
In
order
to buy our shares, you must complete and execute the subscription agreement
and
make payment of the purchase price for each share purchased by check payable
to
the order of
Escrow
Specialists,
Cinjet,
Inc. Escrow Account.
Until
the
minimum 300,000 shares are sold, all funds will be deposited in a non-interest
bearing escrow account at
,
Escrow
Specialists, P. O. Box 3287, Ogden, UT 84405.
In
the
event that 300,000 shares are not sold during the 120 day selling period
commencing on the date of this prospectus, all funds will be promptly returned
to investors without deduction or interest.
Solicitation
for purchase of our shares will be made only by means of this prospectus and
communications with our officer and director who is employed to perform
substantial duties unrelated to the offering, who will not receive any
commission or compensation for their efforts, and who are not associated with
a
broker or dealer.
Our
officer and director, Mrs. Cynthia Grisham, will not register as a broker-dealer
pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance
upon
Rule 3a4-1, which sets forth those conditions under which a person associated
with an issuer may participate in the offering of the issuer’s securities and
not be deemed to be a broker-dealer. Mrs. Cynthia Grisham meets the conditions
of Rule 3a4-1 and therefore, is not required to register as a broker-dealer
pursuant to Section 15.
We
have
the right to accept or reject subscriptions in whole or in part, for any reason
or for no reason. All monies from rejected subscriptions will be returned
immediately by us to the subscriber, without interest or deductions.
Subscriptions for securities will be accepted or rejected within 48 hours after
we receive them.
LEGAL
MATTERS
The
legality of the issuance of the shares offered hereby and certain other matters
will be passed upon for Cinjet by Cletha A. Walstrand, P.C., Salt Lake City,
Utah.
EXPERTS
The
financial statements of Cinjet as of March 31 2007, appearing in this prospectus
and registration statement have been audited by Hawkins Accounting as set forth
in their report appearing elsewhere herein, and are included in reliance upon
such report given upon the authority of Hawkins Accounting as experts in
accounting and auditing.
CHANGES
IN AND DISAGREEMENTS WITH
ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
N
one.
COMMISSION
POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company has been advised that
in
the opinion of the Securities and Exchange Commission such indemnification
is
against public policy and is, therefore, unenforceable.
ADDITIONAL
INFORMATION
We
have
filed a registration statement under the Securities Act of 1933 with the SEC
with respect to the common shares, warrants and options offered hereby. This
prospectus does not contain all of the information set forth in the registration
statement, its amendments, schedules, and exhibits, certain portions of which
are entitled as permitted by the rules and regulations of the Commission. For
further information with respect to Cinjet and the common shares, warrants
and
options, please see the registration statement and the exhibits thereto. The
registration statement may be examined at, and copies of the Registration
Statement may be obtained at prescribed rates from, the Public Reference Section
of the Commission, 100 F Street, NL Room 1580, Washington, DC 20549. The SEC
also maintains a Web site (
http://www.sec.gov
)
that
contains reports, proxy and information statements and other information that
public companies file electronically with the Commission. Additional information
regarding the operation of the public reference room may be obtained by calling
the SEC at 1-800-SEC-0330.
Once
this
registration statement becomes effective, we will be required to file annual
and
quarterly reports as well as other reports with the Securities and Exchange
Commission. At such time that we are required to file such reports, they may
be
read and inspected without charge at the public reference facilities maintained
by the Securities and Exchange Commission in the Public Reference Section of
the
Commission, 100 F Street, NL Room 1580, Washington, DC 20549 and copies of
all
or any part of the reports may be obtained from the Commission upon payment
of a
prescribed fee. This information will also be available from the Commission’s
Internet website,
http://www.sec.gov
.
Index
to Financial Statements
CINJET,
INC.
Page
Independent
Auditors’ Report - March 31, 2007
22
Balance
Sheets
23
Statements
of Operations
24
Statement
of Stockholders’ Equity (Deficit)
25
Statements
of Cash Flows
26
Notes
to
Financial Statements
27-28
Hawkins
Accounting
Certified
Public Accountant
Audit
.
tax . consulting
To
the Board of Directors and Shareholders
CINJET,
Inc.
San
Diego, California
Report
of Independent Registered Public Accounting Firm
I
have audited the balance sheet of CINJET, Inc. as of March 31, 2007 and the
related statements of operations, stockholders’ equity and cash flows from date
of inception (February 28, 2007) to March 31, 2007. These financial statements
are the responsibility of the Company’s management. My responsibility is to
express an opinion on these financial statements based on my
audit.
I
conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I
plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides reasonable
basis for my opinion.
In
my
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of CINJET, Inc as of March 31, 2007,
the results of operations and it’s cash flows from date of inception (February
28, 2007) to March 31, 2007 in conformity with generally accepted accounting
principles in the United States of America.
/s/
Hawkins Accounting
Los
Angeles, CA
May
6,
2007
1875
Century Park East #H-3513 Los Angeles, CA 90067
(310)-553-5707
FAX (310)-553-5337
hawkinsaccounting1880@yahoo.com
CINJET
INCORPORATED
A
Development Stage Company
BALANCE
SHEET
March
31,
2007
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
|
Cash
in bank
|
|
|
|
$
|
8,734
|
|
|
|
|
|
|
|
|
0
|
|
|
|
Total
assets
|
|
|
$
|
8,734
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
Accounts
payable
|
|
|
|
$
|
0
|
|
Accrued
interest
|
|
|
|
|
67
|
|
State
corporate tax payable
|
|
|
|
0
|
|
|
|
Total
current liabilities
|
|
|
67
|
|
|
|
|
|
|
|
|
|
|
Notes
payable related parties
|
|
|
|
6,670
|
|
|
|
Total
liabilities
|
|
|
|
6,737
|
|
|
|
|
|
|
|
|
|
Shareholders'
deficit
|
|
|
|
|
|
|
Preferred
stock, 5,000,000 shares
|
|
|
|
|
|
authorized
|
|
|
|
|
0
|
|
Common
stock, 100,000,000 shares
|
|
|
|
|
|
authorized, 2,309,815
outstanding
|
|
|
1,045
|
|
Paid
in Capital
|
|
|
|
|
5,605
|
|
Deficit
accumulated during
development stage
|
|
|
|
|
(4,653)
|
|
|
|
Total
shareholders' equity
|
|
|
1,997
|
|
|
|
|
|
|
|
|
|
Total
liabilities and shareholders' equity
|
|
$
|
8,734
|
The
accompanying notes are an integral part of these financial
statements
CINJET
INCORPORATED
A
Development Stage Company
STATEMENT
OF OPERATIONS
From
date
of inception (February 28, 2007) to March 31, 2007
|
|
|
|
|
|
|
|
Accumulated
Deficit
During Development Stage
|
Sales
|
|
|
|
|
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
Bank
charges
|
|
|
|
|
|
86
|
|
Professional
fees
|
|
|
|
|
|
4,500
|
|
|
|
Total
expenses
|
|
|
|
|
4,586
|
|
|
Net
loss from operations
|
|
|
|
|
(4,586)
|
Other
income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
|
|
|
|
(67)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
|
|
$
|
(4,653)
|
|
|
|
|
|
|
|
|
|
|
Loss
per common share
|
|
|
|
|
($0.01)
|
Weighted
average of
|
|
|
|
|
|
|
|
shares
outstanding
|
|
|
|
|
|
10,450,000
|
The
accompanying notes are an integral part of these financial
statements
CINJET
INCORPORATED
A
Development Stage Company
STATEMENT
OF SHAREHOLDERS' DEFICIT
From
date
of inception (February 28, 2007) to March 31, 2007
|
|
Common
stock
|
|
Paid
|
|
Accumulated
Deficit During
|
|
|
|
|
|
|
|
|
In
|
|
Development
|
|
|
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Stage
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March
31, 2007
|
|
10,450,000
|
$
|
1,045
|
$
|
5,605
|
$
|
0
|
$
|
6,650
|
Net
loss for the period
|
|
|
|
|
|
|
(4,653)
|
|
(4,653)
|
December
31, 2005
|
|
10,450,000
|
$
|
1,045
|
$
|
5,605
|
$
|
(4,653)
|
$
|
1,997
|
The
accompanying notes are an integral part of these financial
statements
CINJET
INCORPORATED
A
Development Stage Company
STATEMENT
OF CASH FLOWS-INDIRECT METHOD
From
date
of inception (February 28, 2007) to March 31, 2007
CASH
FLOWS FROM
|
|
|
|
|
|
Accumulated
Cash
Flows Development Stage
|
|
OPERATING
ACTIVITIES
|
|
|
|
|
|
|
Net
income (loss)
|
|
|
|
|
|
$
|
(4,653)
|
Adjustment
to reconcile net to net cash
|
|
|
|
|
|
|
provided
by operating activities
|
|
|
|
|
|
|
|
Increase
in accounts payable
|
|
|
|
|
|
|
|
Increase
in accrued interest
|
|
|
|
|
67
|
|
|
Increase
in state franchise tax
|
|
|
|
|
|
|
|
Loss
on transfer of assets
|
|
|
|
|
|
|
|
|
Increase
of deposits on hand
|
|
|
|
|
|
NET
CASH PROVIDED
|
|
|
|
|
|
|
|
BY
OPERATING ACTIVITIES
|
|
|
|
|
(4,586)
|
INVESTING
ACTIVITIES
|
|
|
|
|
|
|
|
|
Assets
transferred
|
|
|
|
|
|
|
NET
CASH USED IN
|
|
|
|
|
|
|
|
INVESTING
ACTIVITIES
|
|
|
|
|
|
|
FINANCING
ACTIVITIES
|
|
|
|
|
|
|
|
|
Sale
of common stock
|
|
|
|
|
|
6,650
|
|
|
Related
party notes
|
|
|
|
|
|
6,670
|
NET
CASH REALIZED
|
|
|
|
|
|
|
|
FROM
FINANCING ACTIVITIES
|
|
|
|
|
13,320
|
INCREASE
IN CASH
|
|
|
|
|
|
|
|
AND
CASH EQUIVALENTS
|
|
|
|
|
8,734
|
Cash
and cash equivalents
|
|
|
|
|
|
|
|
at
the beginning of the year
|
|
|
|
|
|
0
|
CASH
AND CASH EQUIVALENTS
|
|
|
|
|
|
|
AT
YEAR END
|
|
|
|
|
|
$
|
8,734
|
The
accompanying notes are an integral part of these financial
statements
CINJET,
INCORPORATED
(A
DEVELOPMENT STAGE COMPANY)
Notes
to
Financial Statements
March
31,
2007
Note
A:
Summary
of Significant Accounting Policies
Development
Stage Company
CINJET,
Inc. (the “Company”) is a development stage company as defined in the Financial
Accounting Standards Board No. 7. The Company is devoting substantially all
of
its present efforts in securing and establishing a new business, and although
planned principal operations have commenced, substantial revenues have yet
to be
realized.
Use
of
estimates
The
preparation of the financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from these estimates.
Cash
equivalents
For
the
purpose of the statement of cash flows, the company considers all highly liquid
debt instruments purchased with the original maturity of three months or less
to
be cash equivalents.
Income
Taxes
Income
taxes are provided for the tax effects of transactions reported in the financial
statements and consist of taxes currently due plus deferred taxes related
primarily to differences between the recorded book basis and tax basis of assets
and liabilities for financial and income tax reporting. The deferred tax assets
and liabilities represent the future tax return consequences of those
differences, which will either be taxable or deductible when the assets and
liabilities are recovered or settle. Deferred taxes are also recognized for
operating losses that are available to offset future taxable income and tax
credits that are available to offset future federal income taxes.
Note
B:
Background
The
Company was incorporated under the laws of the State of Nevada on February
28,
2007. The principal activities of the Company, from the beginning of the
development stage, have been organizational matters and the sale of stock.
The
Company was formed to provide EDGAR services and provide virtual office
services.
Note
C:
Related
Party Transactions
The
founder of the company advanced monies to the Company for operating capital
purposes. The note is due and payable on March 31, 2008 and carries a 12% per
annum interest rate. Total amount advanced was $6,670.
CINJET,
INCORPORATED
(A
DEVELOPMENT STAGE COMPANY)
Notes
to
Financial Statements
March
31,
2007
Note
D:
Income
taxes
The
benefit for income taxes from operations consisted of the following components:
current tax benefit of $4,653 resulting from a net loss before income taxes,
and
deferred tax expenses of $4,653 from a valuation allowance recorded against
the
deferred tax asset resulting from net operating losses. Net operating loss
carryforward will expire in 2027.
The
valuation allowance will be evaluated at the end of each year, considering
positive and negative evidence about whether the asset will be realized. At
the
time, the allowance will either be increased or reduced; reduction would result
in the complete elimination of the allowance if positive evidence indicates
that
the value of the deferred tax asset is no longer required.
Note
I:
Going
concern
Since
inception, the Company has had net losses from operating activities, which
raise
substantial doubt about its ability to continue as a going concern. The Company
is in the process of raising initial working capital through a public offering
of its common stock, which is expected to provide liquidity until operations
become profitable.
The
Company is actively seeking clients for the intended operations thru aggressive
marketing. The Company’s ability to continue as a going concern is dependent
upon a successful public offering and ultimately achieving profitable
operations. There is no assurance that the Company will be successful in its
efforts to raise additional proceeds or achieve profitable operations. The
financial statements do not include any adjustments that might result from
the
outcome of this uncertainty.
======================================================================
Until
_______________, all dealers that effect transactions in these securities,
whether or not participating in this offering, may be required to
deliver
a prospectus. This is in addition to the dealers’ obligation to deliver a
prospectus when acting as underwriters and with respect to their
unsold
allotments or subscriptions.
--------------------------------
TABLE
OF CONTENTS
--------------------------------
Prospectus
Summary
4
Risk
Factors
5
Forward-Looking
Statements
8
Dilution
and Comparative
Data
8
Use
of
Proceeds
9
Determination
of Offering
Price
10
Description
of
Business 10
Plan
of
Operation
14
Management’s
Discussion and
Analysis
15
Management
15
Compensation
15
Certain
Relationships and Related Transactions
16
Principal
Stockholders
16
Description
of the
Securities
17
Shares
Available for Future
Sale
17
Market
for Common
Stock
18
Plan
of
Distribution 19
Legal
Matters 19
Experts 19
Additional
Information 20
Index
to Financial
Statements 21
No
dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained
in
this Prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company.
This
Prospectus does not constitute an offer to sell or a solicitation
of an
offer to buy any of the securities offered hereby to whom it is unlawful
to make such offer in any jurisdiction. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that information contained herein is correct
as of
any time subsequent to the date hereof or that there has been no
change in
the affairs of the Company since such date.
==========================================================
|
=====================================================
$75,000
Minimum
$150,000
Maximum
CINJET,
INC.
300,000
Shares Minimum
600,000
Shares Maximum
Common
Stock
$.0001
Par Value
---------------------
PROSPECTUS
---------------------
June
28, 2007
===============================================
|
PART
II.
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM
24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our
company’s charter provides that, to the fullest extent that limitations on the
liability of directors and officers are permitted by the Nevada Revised
Statutes, no director or officer of the company shall have any liability to
the
company or its stockholders for monetary damages. The Nevada Revised Statutes
provide that a corporation’s charter may include a provision which restricts or
limits the liability of its directors or officers to the corporation or its
stockholders for money damages except: (1) to the extent that it is provided
that the person actually received an improper benefit or profit in money,
property or services, for the amount of the benefit or profit in money, property
or services actually received, or (2) to the extent that a judgment or other
final adjudication adverse to the person is entered in a proceeding based on
a
finding in the proceeding that the person’s action, or failure to act, was the
result of active and deliberate dishonesty and was material to the cause of
action adjudicated in the proceeding. Our charter and bylaws provide that the
company shall indemnify and advance expenses to its currently acting and its
former directors and officers to the fullest extent permitted by the Nevada
Revised Business Corporations Act, except for liability for (i) breach of duty
of loyalty, (ii) acts or omissions not in good faith that involve intentional
misconduct or knowing violation of law, (iii) for the payment of distributions
to stockholders in violation of section 78.300 of the Nevada Revised Statutes,
or (iv) for any transaction from which the director or officer derived an
improper personal benefit.
The
charter and bylaws provide that we will indemnify our directors and officers
and
may indemnify our employees or agents to the fullest extent permitted by law
against liabilities and expenses incurred in connection with litigation in
which
they may be involved because of their offices with Cinjet, Inc. However, nothing
in our charter or bylaws of the company protects or indemnifies a director,
officer, employee or agent against any liability to which he would otherwise
be
subject by reason of negligence or misconduct of the duties involved in the
conduct of his office. To the extent that a director has been successful in
defense of any proceeding, the Nevada Revised Statutes provide that he shall
be
indemnified against reasonable expenses incurred in connection
therewith.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company has been advised that
in
the opinion of the Securities and Exchange Commission such indemnification
is
against public policy and is, therefore, unenforceable.
ITEM
25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The
following table sets forth the expenses in connection with this Registration
Statement. We will pay all expenses of the offering. All of such expenses are
estimates
,
other
than the filing fees payable to the Securities and Exchange
Commission.
Securities
and Exchange Commission Filing Fee
|
$
5.00
|
Printing
Fees and Expenses
|
500.00
|
Legal
Fees and Expenses
|
11,500.00
|
Accounting
Fees and Expenses
|
7,000.00
|
Blue
Sky Fees and Expenses
|
500.00
|
Trustee’s
and Registrar’s Fees
|
300.00
|
Miscellaneous
|
195.00
|
TOTAL
|
$
20,000.00
|
ITEM
26. RECENT SALES OF UNREGISTERED SECURITIES
During
March, 2007, the Company sold 10,450,000 shares of common stock for $6,650
cash.
The shares were sold to our founder and 3 unrelated individuals. The shares
were
sold to accredited investors in a private transactions without registration
in
reliance on the exemption provided by Section 4(2) of the Securities Act.
No broker was involved and no commissions were paid in the transaction.
ITEM
27. EXHIBITS.
Exhibits.
SEC
Ref. No.
3.1
3.2
5.1
23.1
23.2
99.1
99.2
99.4
|
Title
of Document
Articles
of Incorporation
By-laws
Legal
Opinion included in Exhibit 23.1
Consent
of Cletha A. Walstrand, P.C.
Consent
of Hawkins Accounting
Subscription
Agreement
Escrow
Agreement - Offering
Corporate
Code of Ethics
|
Location
Attached
Attached
Attached
Attached
Attached
Attached
Attached
Attached
|
ITEM
28. UNDERTAKINGS
Insofar
as indemnification for liabilities arising under the Securities Act of 1933
may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions described in this Registration Statement or
otherwise, we have been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by us of expenses incurred or paid
by a
director, officer or controlling persons of Cinjet in the successful defense
of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the Act
and
will be governed by the final adjudication of such issue.
The
undersigned registrant hereby undertakes to:
(1)
File,
during any period in which it offers or sells securities, a post-effective
amendment to this registration statement to:
(i)
Include
any prospectus required by section 10(a)(3) of the Securities Act;
(ii)
Reflect
in the prospectus any facts or events which, individually or together, represent
a fundamental change in the information in the registration statement; and
notwithstanding the forgoing, reflect any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end
of
the estimated maximum offering range may be reflected in the form of prospects
filed with the Commission pursuant to
Rule
424(b)
if, in
the aggregate, the changes in the volume and price represent no more than a
20%
change in the maximum aggregate offering price set forth in the "Calculation
of
Registration Fee" table in the effective registration statement.; and
(iii)
Include
any additional or changed material information on the plan of
distribution.
(2)
For
determining liability under the Securities Act, treat each post-effective
amendment as a new registration statement of the securities offered, and the
offering of the securities at that time to be the initial bona fide
offering.
(3)
File
a
post-effective amendment to remove from registration any of the securities
that
remain unsold at the end of the offering.
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, Cinjet, Inc.
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form SB-2 and authorizes this Registration Statement
to be signed on its behalf, in the city of Seaside, State of California, on
June
28, 2007.
CINJET,
INC.
By:
/s/ Cynthia Grisham
Cynthia
Grisham
Principal
Executive Officer
By: /s/ Cynthia Grisham
Cynthia
Grisham
Principal
Financial Officer,
Controller
and Principal Accounting
Officer
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been duly signed by the following persons on behalf of the registrant and
in
the capacities and on the dates indicated.
Signature
Title
Date
/s/
Cynthia Grisham
Sole
Director
6/28/07
33
BYLAWS
OF
CINJET,
INC.
ARTICLE
I
OFFICE
Section
1.1 Office
The
principal office of the Corporation outside the State of Nevada shall be located
at 2160 California Avenue, B#116, Sand City, CA 93955. The Corporation may
maintain such other offices, within or without the State of Nevada, as the
Board
of Directors may from time to time designate. The location of the principal
office may be changed by the Board of Directors.
ARTICLE
II
SHAREHOLDERS'
MEETING
Section
2.1 Annual Meetings
The
annual meeting of the shareholders of the Corporation shall be held at such
place within or without the State of Nevada as shall be set forth in compliance
with these Bylaws. The meeting shall be held on the 1st day of March of each
year beginning with the year 2008 at 10:00 a.m. If such day is a legal holiday,
the meeting shall be on the next business day. This meeting shall be for the
election of directors and for the transaction of such other business as may
properly come before it.
No
change
of the time or place of a meeting for the election of directors, as fixed by
the
Bylaws, shall be made within sixty (60) days before the election is to be held.
In case of any change in such time or place for such election of directors,
notice thereof shall be given to each stockholder entitled to vote, in person,
or by letter mailed to his last known post office address as shown on the
Corporate books, ten (10) days before the election is held.
In
the
event that such annual meeting is omitted by oversight or otherwise on the
date
herein provided for, the directors shall cause a meeting in lieu thereof to
be
held as soon thereafter as conveniently may be called, and any business
transacted or elections held at such meeting shall be as valid as if transacted
or held at the annual meeting. If the election of directors shall not be held
on
the date designated herein for an annual meeting of shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be
held
at a special meeting of shareholders as soon thereafter as may conveniently
be
called. Such subsequent meetings shall be called in the same manner as is
provided for the annual meeting of shareholders.
Section
2.2 Special Meetings.
Special
meetings of shareholders, other than those regulated by statute, may be called
at any time by the President, or by a majority of the directors, and must be
called by the President upon written request of the holders of not less than
10%
of the issued and outstanding shares entitled to vote at such special
meeting.
Section
2.3 Notice of Shareholders' Meetings.
The
President, Vice President and Secretary shall give written notice stating the
place, day and hour of the meeting, and in the case of a special meeting the
purpose or purposes for which the meeting is called, which shall be delivered
not less then ten nor more than sixty days before the day of the meeting, either
personally or by mail to each shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail addressed to the shareholder at his address as it
appears on the books of the Corporation, with postage thereon
prepaid.
Any
meeting of which all shareholders shall at any time waive or have waived notice
in writing shall be a legal meeting for the transaction of business
notwithstanding that notice has not been given as hereinbefore
provided.
Section
2.4 Waiver of Notice.
Whenever
any notice is required to be given by these Bylaws, or the Articles of
Incorporation, or by any of the Corporation Laws of the State of Nevada, a
shareholder may waive the notice of meeting by attendance, either in person
or
by proxy, at the meeting, or by so stating in writing, either before or after
such meeting. Attendance at a meeting for the express purpose of objecting
that
the meeting was not lawfully called or convened shall not, however, constitute
a
waiver of notice.
Section
2.5 Place of Meeting.
The
Board of Directors may designate any place, either within or without the State
of Nevada, as the place of meeting for any annual meeting or for any special
meeting called by the Board of Directors. If no designation is made, or if
a
special meeting be otherwise called, the place of meeting shall be the office
of
the Corporation, in the City of Seaside, California.
Section
2.6 Closing of Transfer Books or Fixing Records Date.
For the
purpose of determining shareholders entitled to notice or to vote at any meeting
of shareholders or any adjournment thereof, or shareholder entitled to receive
payment of any dividend, or in order to make a determination of shareholders
for
any other proper purpose, the Board of Directors of the Corporation may provide
that the stock transfer books be closed for a period not to exceed in any case
fifty (50) days. If the stock transfer books shall be closed for the purpose
of
determining shareholders, such books shall be closed for at least ten (10)
days
immediately preceding the date determined to be the date of record. In lieu
of
closing the stock transfer books, the Board of Directors may fix in advance
a
date as the record date for any such determination of shareholders, such date
in
any case to be not more than sixty (60) days and in case of a meeting of
shareholders not less than ten (10) days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
If the stock transfer books are not closed and no record date is fixed for
the
determination of shareholders entitled to notice or to vote at a meeting of
shareholders or shareholders entitled to receive payment of a dividend, the
date
on which the resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be deemed the record for such determination
of shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
Section
2.7 Quorum of Shareholders.
Except
as herein provided and as otherwise provided by law, at any meeting of
shareholders a majority in interest of all the shares issued and outstanding
represented by shareholders of record in person or by proxy shall constitute
a
quorum, but a less interest may adjourn any meeting and the meeting may be
held
as adjourned without further notice; provided, however, that directors shall
not
be elected at the meeting so adjourned.
If
notice
of such adjourned meeting is sent to the stockholders entitled to receive the
same, such notice also containing a statement for the purpose of the meeting
and
that the previous meeting failed for lack of a quorum, and that under the
provisions of this Section it is proposed to hold the adjourned meeting with
a
quorum of those present, then any number of stockholders, in person or by proxy,
shall constitute a quorum at such meeting unless otherwise provided by statute.
When a quorum is present at any meeting, a majority in interest of the shares
represented thereat shall decide any question brought before such meeting,
unless the question is one upon which the express provision of law or of the
Articles of Incorporation or of these Bylaws a larger or different vote is
required, in which case such express provision shall govern and control the
decision of such question.
Section
2.8 Voting Lists.
The
officer or agent having charge of the stock transfer books for shares of the
Corporation shall make a complete list of the shareholders entitled to vote
at
such meeting or any adjournment thereof, arranged in alphabetical order, with
the address of and the number of shares held by each, which list shall be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder, for any purpose germane to the meeting,
during the whole time of the meeting. The original stock transfer books shall
be
prima-facie evidence as to which shareholders are entitled to examine such
list
or transfer books or to vote at any meeting of shareholders.
Failure
to comply with the requirements of this section shall not affect the validity
of
any action taken at such meeting of the shareholders.
Section
2.9 Voting.
A holder
of an outstanding share entitled to vote at a meeting may vote at such meeting
in person or by proxy. Except as may otherwise be provided in the Articles
of
Incorporation, every shareholder shall be entitled to one vote for each share
outstanding in his name on the record of shareholders. Except as herein or
in
the Articles of Incorporation otherwise provided, all corporate action shall
be
determined by a majority of the votes cast at a meeting of shareholders by
the
holders of shares entitled to vote thereon.
Section
2.10 Proxies.
At all
meetings of shareholders, a shareholder may vote in person or by proxy executed
in writing by the shareholder or by his duly authorized attorney in fact. Such
proxy shall be filed with the secretary of the Corporation before or at the
time
of the meeting. No proxy shall be valid after eleven months from the date of
its
execution, unless otherwise provided in the proxy.
Section
2.11 Informal Action by Shareholders.
Any
action required to be taken at a meeting of the shareholders, or any action
which may be taken at a meeting of the shareholders, may be taken without a
meeting of the shareholders, if a consent in writing, setting forth the action
so taken, shall be signed by a majority of the shareholders entitled to vote
with respect to the subject matter thereof.
ARTICLE
III
BOARD
OF DIRECTORS
Section
3.1 General Powers.
The
business and affairs of the Corporation shall be managed by its Board of
Directors. The Board of Directors may adopt such rules and regulations for
the
conduct of their meetings and the management of the Corporation as they deem
proper.
Section
3.2 Number, Tenure and Qualifications.
The
number of directors for the Board of Directors of the Corporation shall be
not
less than one (1) nor more than seven (7). Each director shall hold office
until
the next annual meeting of the shareholders and until his successor shall have
been elected and qualified. Directors need not be residents of the State of
Nevada or shareholders of the Corporation.
Section
3.3 Election of the Board of Directors.
The
Board of Directors shall be chosen by ballot at the annual meeting of
shareholders or at any meeting held in place thereof as provided by
law.
Section
3.4 Regular Meetings.
A
regular meeting of the Board of Directors shall be held without other notice
than by this Bylaw, immediately following and at the same place as the annual
meeting of the shareholders. The Directors may hold their meetings and have
one
or more offices, and keep the books of the corporation outside the State of
Nevada, at any office or offices of the Corporation or at any other place as
they may from time to time by resolution determine.
Members
of the Board of Directors may participate in a meeting of the Board by means
of
conference telephone or similar communications equipment by which all persons
participating in the meeting can hear each other and participation in a meeting
under this subsection shall constitute presence in person at the meeting,
pursuant to Nevada Revised Statute, Section 78.315.
Section
3.5 Special Meeting.
Special
meetings of the Board of Directors may be called by order of the Chairman of
the
Board, the President or by one-third of the directors. The Secretary shall
give
notice of the time, place and purpose or purposes of each special meeting by
mailing the same at least two days before the meeting or by telephoning or
telegraphing the same at least one day before the meeting to each
director.
Section
3.6 Waiver of Notice.
Whenever
any notice whatsoever is required to be given by these Bylaws, or the Articles
of Incorporation of the Corporation, or by any of the Corporation Laws of the
State of Nevada, a director may waive the notice of meeting by attendance in
person at the meeting, or by so stating in writing, either before or after
such
meeting. Attendance at a meeting for the express purpose of objecting that
the
meeting was not lawfully called or convened shall not, however, constitute
a
waiver of notice.
Section
3.7 Quorum.
A
majority of the members of the Board of Directors shall constitute a quorum
for
the transaction of business, but less than a quorum may adjourn any meeting
from
time to time until a quorum shall be present, whereupon the meeting may be
held,
as adjourned, without further notice. At any meeting at which every director
shall be present, even though without any notice, any business may be
transacted.
Section
3.8 Manner of Acting.
At all
meetings of the Board of Directors, each director shall have one vote. The
act
of a majority present at a meeting shall be the act of the Board of Directors,
provided a quorum is present. Any action required to be taken or which may
be
taken at a meeting of the Board of Directors, may be taken without a meeting
of
the Directors, if a consent in writing setting forth the action so taken shall
be signed by all the directors. The directors may conduct a meeting by means
of
a conference telephone or any similar communication equipment by which all
persons participating in the meeting can hear each other.
Section
3.9 Powers of Directors.
The
Board of Directors shall have the responsibility for the entire management
of
the business of the Corporation. In the management and control of the property,
business and affairs of the Corporation, the Board of Directors is hereby vested
with all of the powers possessed by the Corporation itself so far as this
delegation of authority is not inconsistent with the laws of the State of Nevada
and with the Articles of Incorporation or with these Bylaws. The Board of
Directors shall have the power to determine what constitutes net earnings,
profits and surplus, respectively, and what amounts shall be reserved for
working capital and for any other purpose and what amounts shall be declared
as
dividends, and such determination by the Board of Directors shall be final
and
conclusive.
Section
3.10 Specific Powers of Directors.
Without
prejudice to such general powers, it is hereby expressly declared that the
directors shall have the following powers to-wit:
|
(1)
|
To
adopt and alter a common seal of the
corporation.
|
|
(2)
|
To
make and change regulations, not inconsistent with these By-Laws,
for the
management of the corporation's affairs and
business.
|
|
(3)
|
To
purchase or otherwise acquire for the corporation any property, rights
or
privileges which the corporation is authorized to
acquire.
|
|
(4)
|
To
pay for any property purchased for the corporation either wholly
or partly
in money, stock, bonds, debentures or other securities of the
corporation.
|
|
(5)
|
To
borrow money and to make and issue notes, bonds, and other negotiable
and
transferable instruments, mortgages, deeds of trust and trust agreements,
and to do every act and thing necessary to effectuate the
same.
|
|
(6)
|
To
remove any officer for cause, or any officer other than the President
summarily without cause, and in their discretion, from time to time,
to
develop the powers and duties of any officer upon any other person
for the
time being.
|
|
(7)
|
To
appoint and remove or suspend such subordinate officers, agents or
factors
as they may deem necessary and to determine their duties and fix,
and from
time to time change their salaries or remuneration, and to require
security as and when they think
fit.
|
|
(8)
|
To
confer upon any officer of the corporation the power to appoint,
remove
and suspend subordinate officers, agents and
factors.
|
|
(9)
|
To
determine who shall be authorized on the corporation's behalf to
make and
sign bills, notes, acceptances, endorsements, checks, releases, receipts,
contracts and other instruments.
|
|
(10)
|
To
determine who shall be entitled to vote in the name and behalf of
the
corporation, or to assign and transfer, any shares of stock, bonds,
or
other securities of other corporations held by this
corporation.
|
|
(11)
|
To
delegate any of the powers of the Board in relation to the ordinary
business of the corporation to any standing or special committee,
or to
any officer or agent (with power to sub-delegate), upon such terms
as they
think fit.
|
|
(12)
|
To
call special meetings of the stockholders for any purpose or
purposes.
|
|
(13)
|
The
directors shall have the right and the power to propose any amendment
to
the By-Laws of this corporation at any meeting whether called for
that
purpose or not and to submit to the next regular meeting of directors
said
proposal or amendment to the By-Laws of this corporation.
|
Section
3.11 Vacancies.
A
vacancy in the Board of Directors shall be deemed to exist in case of death,
resignation or removal of any director, or if the authorized number of directors
be increased, or if the shareholders fail at any meeting of shareholders at
which any director is to be elected, to elect the full authorized number to
be
elected at that meeting.
Any
vacancy occurring in the Board of Directors may be filled by an affirmative
vote
of the majority of the remaining directors though less than a quorum of the
Board of Directors, unless otherwise provided by law or the Articles of
Incorporation. A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office. Any directorship to be filled
by
reason of an increase in the number of directors shall be filled by election
at
the annual meeting or at a special meeting of shareholders called for that
purpose.
Section
3.12 Removals.
Directors may be removed at any time, at a meeting called expressly for that
purpose by a vote of the shareholders holding a majority of the shares issued
and outstanding and entitled to vote. Such vacancy shall be filled by the
directors then in office, though less than a quorum, to hold office until the
next annual meeting or until his successor is duly elected and qualified, except
that any directorship to be filled by reason of removal by the shareholders
may
be filled by election, by the shareholders, at the meeting at which the director
is removed. No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of his term of
office.
Section
3.13 Resignations.
A
director may resign at any time by delivering written notification thereof
to
the President or Secretary of the Corporation. Such resignation shall become
effective upon its acceptance by the Board of Directors; provided, however,
that
if the Board of Directors has not acted thereon within ten days from the date
of
its delivery, the resignation shall upon the tenth day be deemed
accepted.
Section
3.14 Presumption of Assent.
A
director of the Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be presumed
to
have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the Secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.
Section
3.15 Compensation.
By
resolution of the Board of Directors, the directors shall be paid their
expenses, if any, of attendance at each meeting of the Board of Directors,
and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director
from
serving the Corporation in any other capacity and receiving compensation
therefor.
Section
3.16 Emergency Power.
When,
due to a national disaster or death, a majority of the directors are
incapacitated or otherwise unable to attend the meetings and function as
directors, the remaining members of the Board of Directors shall have all the
powers necessary to function as a complete Board and, for the purpose of doing
business and filling vacancies, shall constitute a quorum until such time as
all
directors can attend or vacancies can be filled pursuant to these
Bylaws.
Section
3.17 Chairman.
The
Board of Directors may elect from its own number a Chairman of the Board, who
shall preside at all meetings of the Board of Directors, and shall perform
such
other duties as may be prescribed from time to time by the Board of
Directors.
ARTICLE
IV
OFFICERS
Section
4.1 Number.
The
officers of the Corporation shall be a President, one or more Vice Presidents,
a
Secretary and a Treasurer, each of whom shall be elected by a majority of the
Board of Directors. Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board of Directors. In its
discretion, the Board of Directors may leave unfilled for any such period as
it
may determine any office except those of President and Secretary. Pursuant
to
Nevada Revised Statute, Section 78.130 any two or more offices may be held
by
the same person, including the offices of the President and Secretary. Officers
may or may not be directors or shareholders of the Corporation.
Section
4.2 Election and Term of Office.
The
officers of the Corporation are to be elected by the Board of Directors at
the
first meeting of the Board of Directors held after each annual meeting of the
shareholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as convenient. Each officer
shall
hold office until his successor shall have been duly elected and shall have
qualified or until his death or until he shall resign or shall have been removed
in the manner hereinafter provided.
Section
4.3 Resignation.
Any
officer may resign at any time by delivering a written resignation either to
the
President or to the Secretary. Unless otherwise specified therein, such
resignation shall take effect upon delivery.
Section
4.4 Removal.
Any
officer or agent may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation will be served thereby but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointment of an officer or agent shall not of itself
create contract rights. Any such removal shall require a majority vote of the
Board of Directors, exclusive of the officer in question if he is also a
director.
Section
4.5 Vacancies.
A
vacancy in any office because of death, resignation, removal, disqualification
or otherwise, or if a new office shall be created, may be filled by the Board
of
Directors for the unexpired portion of the term.
Section
4.6 President.
The
President shall be the chief executive and administrative officer of the
Corporation. He shall preside at all meetings of the shareholders and, in the
absence of the Chairman of the Board, at meetings of the Board of Directors.
He
shall exercise such duties as customarily pertain to the office of President
and
shall have general and active supervision over the property, business and
affairs of the Corporation and over its several officers. He may appoint
officers, agents or employees other than those appointed by the Board of
Directors. He may sign, execute and deliver in the name of the Corporation,
powers of attorney, certificates of stock, contracts, bonds, deeds, mortgages
and other obligations and shall perform such other duties as may be prescribed
from time to time by the Board of Directors or by the Bylaws.
Section
4.7 Vice President.
The Vice
President shall have such powers and perform such duties as may be assigned
to
him by the Board of Directors or the President. In the absence or disability
of
the President, the Vice President designated by the board or the President
shall
perform the duties and exercise the powers of the President. In the event there
is more than one Vice President and the Board of Directors has not designated
which Vice President is to act as President, then the Vice President who was
elected first shall act as President. A Vice President may sign and execute
contracts and other obligations pertaining to the regular course of his
duties.
Section
4.8 Secretary.
The
Secretary shall keep the minutes of all meetings of the shareholders and of
the
Board of Directors and to the extent ordered by the Board of Directors or the
President, the minutes of meetings of all committees. He shall cause notice
to
be given of the meetings of shareholders, of the Board of Directors and any
committee appointed by the Board. He shall have custody of the corporate seal
and general charge of the records, documents and papers of the Corporation
not
pertaining to the performance of the duties vested in other officers, which
shall at all reasonable times be open to the examination of any director. He
may
sign or execute contracts with the President or Vice President thereunto
authorized in the name of the Corporation and affix the seal of the Corporation
thereto. He shall perform such other duties as may be prescribed from time
to
time by the Board of Directors or by the Bylaws. He shall be sworn to the
faithful discharge of his duties. Assistant Secretaries shall assist the
Secretary and shall keep and record such minutes of meetings as shall be
directed by the Board of Directors.
Section
4.9 Treasurer.
The
Treasurer shall have general custody of the collection and disbursement of
funds
of the Corporation for collection checks, notes, and other obligations, and
shall deposit the same to the credit of the Corporation in such bank or banks
or
depositories as the Board of Directors may designate. He may sign, with the
President, or such other persons as may be designated for the purpose by the
Board of Directors, all bills of exchange or promissory notes of the
Corporation. He shall enter or cause to be entered regularly in the books of
the
Corporation full and accurate accounts of all monies received and paid by him
on
account of the Corporation; shall at all reasonable times exhibit his books
and
accounts to any director of the Corporation upon application at the office
of
the Corporation during business hours; and, whenever required by the Board
of
Directors or the President, shall render a statement of his accounts. Upon
request by the Board of Directors, he shall give the corporation a bond for
the
faithful discharge of his duties in such amount and with such surety as the
Board shall prescribe. He shall perform such other duties as may be prescribed
from time to time by the Board of Directors or by the Bylaws.
Section
4.10 General Manager.
The
Board of Directors may employ and appoint a General Manager who may, or may
not,
be one of the officers or directors of the Corporation. If employed by the
Board
of Directors he shall be the chief operating officer of the Corporation and,
subject to the directions of the Board of Direction, shall have general charge
of the business operations of the Corporation and general supervision over
its
employees and agents. He shall have the exclusive management of the business
of
the Corporation and of all of its dealings, but at all times subject to the
control of the Board of Directors. Subject to the approval of the Board of
Directors or the executive committee, he shall employ all employees of the
Corporation, or delegate such employment to subordinate officers, or such
division officers, or such division chiefs, and shall have authority to
discharge any person so employed. He shall make a quarterly report to the
President and directors, or more often if required to do so, setting forth
the
result of the operations under his charge, together with suggestions looking
to
the improvement and betterment of the condition of the Corporation, and to
perform such other duties as the Board of Directors shall require.
Section
4.11 Other Officers.
Other
officers shall perform such duties and have such powers as may be assigned
to
them by the Board of Directors.
Section
4.12 Salaries.
The
salaries or other compensation of the officers of the Corporation shall be
fixed
from time to time by the Board of Directors except that the Board of Directors
may delegate to any person or group of persons the power to fix the salaries
or
other compensation of any subordinate officers or agents. No officer shall
be
prevented from receiving any such salary or compensation by reason of the fact
that he is also a director of the Corporation.
Section
4.13 Surety Bonds.
In case
the Board of Directors shall so require, any officer or agent of the Corporation
shall execute to the Corporation a bond in such sums and with sureties as the
Board of Directors may direct, conditioned upon the faithful performance of
his
duties to the Corporation, including responsibility for negligence and for
the
accounting for all property, monies or securities of the Corporation which
may
come into his hands.
ARTICLE
V
COMMITTEES
Section
5.1 Executive Committee.
The
Board of Directors may appoint from among its members an Executive Committee
of
not less than one (1) nor more than seven (7) members, one of whom shall be
the
President, and shall designate one or more of its members as alternates to
serve
as a member or members of the Executive Committee in the absence of a regular
member or members. The Board of Directors reserves to itself alone the power
to
declare dividends, issue stock, recommend to shareholders any action requiring
their approval, change the membership of any committee at any time, fill
vacancies therein, and discharge any committee either with or without cause
at
any time. Subject to the foregoing limitations, the Executive Committee shall
possess and exercise all other powers of the Board of Directors during the
intervals between meetings.
\
Section
5.2 Other Committees.
The
Board of Directors may also appoint from among its own members such other
committees as the Board may determine, which shall in each case consist of
not
less than two directors, and which shall have such powers and duties as shall
from time to time be prescribed by the Board. The President shall be a member
ex
officio of each committee appointed by the Board of Directors. A majority of
the
members of any committee may fix its rules of procedure.
ARTICLE
VI
CONTRACTS,
LOANS, DEPOSITS AND CHECKS
Section
6.1 Contracts.
The
Board of Directors may authorize any officer or officers, agent or agents,
to
enter into any contract or execute and deliver any instrument in the name of
and
on behalf of the Corporation, and such authority may be general or confined
to
specific instances.
Section
6.2 Loans.
No loan
or advances shall be contracted on behalf of the Corporation, no negotiable
paper or other evidence of its obligations under any loan or advance shall
be
issued in its name, and no property of the Corporation shall be mortgaged,
pledged, hypothecated or transferred as security for the payment of any loan,
advance, indebtedness or liability of the Corporation unless and except as
authorized by the Board of Directors. Any such authorization may be general
or
confined to specific instances.
Section
6.3 Deposits.
All
funds of the Corporation not otherwise employed shall be deposited from time
to
time to the credit of the Corporation in such banks, trust companies or other
depositories as the Board of Directors may select, or as may be selected by
any
officer or agent authorized to do so by the Board of Directors.
Section
6.4 Checks and Drafts.
All
notes, drafts, acceptances, checks, endorsements and evidences of indebtedness
of the Corporation shall be signed by such officer or officers of such agent
or
agents of the Corporation and in such manner as the Board of Directors from
time
to time may determine. Endorsements for deposit to the credit of the Corporation
in any of its duly authorized depositories shall be made in such manner as
the
Board of Directors from time to time may determine.
Section
6.5 Bonds and Debentures.
Every
bond or debenture issued by the Corporation shall be evidenced by an appropriate
instrument which shall be signed by the President or a Vice President and by
the
Treasurer or by the Secretary, and sealed with the seal of the Corporation.
The
seal may be facsimile, engraved or printed. Where such bond or debenture is
authenticated with the manual signature of an authorized officer of the
Corporation or other trustee designated by the indenture of trust or other
agreement under which such security is issued, the signature of any of the
Corporation's officers named thereon may be facsimile. In case of any officer
who signed, or whose facsimile signature has been used on any such bond or
debenture, shall cease to be an officer of the Corporation for any reason before
the same has been delivered by the Corporation, such bond or debenture may
nevertheless be adopted by the Corporation and issued and delivered as though
the person who signed it or whose facsimile signature has been used thereon
had
not ceased to be such officer.
ARTICLE
VII
CAPITAL
STOCK
Section
7.1 Certificate of Shares.
The
shares of the Corporation shall be represented by certificates prepared by
the
Board of Directors and signed by the President or the Vice President, and by
the
Secretary, or an Assistant Secretary, or the Treasurer, and sealed with the
seal
of the Corporation or a facsimile. The signatures of such officers upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent or registered by a registrar other than the Corporation itself or one
of
its employees. All certificates for shares shall be consecutively numbered
or
otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be canceled
and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and canceled, except that in case
of a lost, destroyed or mutilated certificate a new one may be issued therefor
upon such terms and indemnity to the Corporation as the Board of Directors
may
prescribe.
\
Section
7.2 Transfer of Shares.
Transfer
of shares of the Corporation shall be made only on the stock transfer books
of
the Corporation by the holder of record thereof or by his legal representative,
who shall furnish proper evidence of authority to transfer, or by his attorney
thereunto authorized by power of attorney duly executed and filed with the
Secretary of the Corporation, and on surrender for cancellation of the
certificate for such shares. The person in whose name shares stand on the books
of the Corporation shall be deemed by the Corporation to be the owner thereof
for all purposes.
Section
7.3 Transfer Agent and Registrar.
The
Board of Directors shall have power to appoint one or more transfer agents
and
registrars for the transfer and registration of certificates of stock of any
class, and may require that stock certificates shall be countersigned and
registered by one or more of such transfer agents and registrars.
Section
7.4 Lost or Destroyed Certificates.
The
Corporation may issue a new certificate to replace any certificate theretofore
issued by it alleged to have been lost or destroyed. The Board of Directors
may
require the owner of such a certificate or his legal representatives to give
the
Corporation a bond in such sum and with such sureties as the Board of Directors
may direct to indemnify the Corporation and its transfer agents and registrars,
if any, against claims that may be made on account of the issuance of such
new
certificates. A new certificate may be issued without requiring any
bond.
Section
7.5 Consideration for Shares.
The
capital stock of the Corporation shall be issued for such consideration, but
not
less than the par value thereof, as shall be fixed from time to time by the
Board of Directors. In the absence of fraud, the determination of the Board
of
Directors as to the value of any property or services received in full or
partial payment of shares shall be conclusive.
Section
7.6 Registered Shareholders.
The
Corporation shall be entitled to treat the holder of record of any share or
shares of stock as the holder thereof in fact, and shall not be bound to
recognize any equitable or other claim to or on behalf of the Corporation,
any
and all of the rights and powers incident to the ownership of such stock at
any
such meeting, and shall have power and authority to execute and deliver proxies
and consents on behalf of the Corporation in connection with the exercise by
the
Corporation of the rights and powers incident to the ownership of such stock.
The Board of Directors, from time to time may confer like powers upon any other
person or persons.
ARTICLE
VIII
INDEMNIFICATION
Section
8.1 Indemnification.
No
officer or director shall be personally liable for any obligations arising
out
of any acts or conduct of said officer or director performed for or on behalf
of
the Corporation. The Corporation shall and does hereby indemnify and hold
harmless each person and his heirs and administrators who shall serve at any
time hereafter as a director or officer of the Corporation from and against
any
and all claims, judgments and liabilities to which such persons shall become
subject by reason of any action alleged to have been heretofore or hereafter
taken or omitted to have been taken by him as such director or officer, and
shall reimburse each such person for all legal and other expenses reasonably
incurred by him in connection with any such claim or liability; including power
to defend such person from all suits as provided, however, that no such person
shall be indemnified against, or be reimbursed for, any expense incurred in
connection with any claim or liability arising out of his own negligence or
willful misconduct. The rights accruing to any person under the foregoing
provisions of this section shall not exclude any other rights to which he may
lawfully be entitled, nor shall anything herein contained restrict the right
of
the Corporation to indemnify or reimburse such person in any proper case, even
though not specifically herein provided for. The Corporation, its directors,
officers, employees and agents shall be fully protected in taking any action
or
making any payment or in refusing so to do in reliance upon the advice of
counsel.
Section
8.2 Other Indemnification.
The
indemnification herein provided shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors, or otherwise, both
as to action in his official capacity and as to action in another capacity
while
holding such office, and shall continue as to a person who has ceased to be
a
director, officer or employee and shall inure to the benefit of the heirs,
executors and administrators of such a person.
Section
8.3 Insurance.
The
Corporation may purchase and maintain insurance on behalf of any person who
is
or was a director, officer or employee of the Corporation, or is or was serving
at the request of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by
him
in any liability in any capacity, or arising out of his status as such, whether
or not the Corporation would have the power to indemnify him against liability
under the provisions of this Article 8 or the laws of the State of
Nevada.
Section
8.4 Settlement by Corporation.
The
right of any person to be indemnified shall be subject always to the right
of
the Corporation by its Board of Directors, in lieu of such indemnity, to settle
any such claim, action, suit or proceeding at the expense of the Corporation
by
the payment of the amount of such settlement and the costs and expenses incurred
in connection therewith.
ARTICLE
IX
AMENDMENTS
These
Bylaws may be altered, amended, repealed, or added to by the affirmative vote
of
the holders of a majority of the shares entitled to vote in the election of
any
director at an annual meeting or at a special meeting called for that purpose,
provided that a written notice shall have been sent to each shareholder of
record entitled to vote at such meetings at least ten (10) days before the
date
of such annual or special meetings, which notice shall state the alterations,
amendments, additions, or changes which are proposed to be made in such Bylaws.
Only such changes shall be made as have been specified in the notice. The Bylaws
may also be altered, amended, repealed, or new Bylaws adopted by a majority
of
the entire Board of Directors at any regular or special meeting. Any Bylaws
adopted by the Board may be altered, amended, or repealed by a majority of
the
shareholders entitled to vote.
ARTICLE
X
FISCAL
YEAR
The
fiscal year of the Corporation shall be December 31 and may be varied by
resolution of the Board of Directors.
ARTICLE
XI
DIVIDENDS
The
Board
of Directors may at any regular or special meeting, as they deem advisable,
declare dividends payable out of the unreserved and unrestricted earned surplus
of the Corporation, such declaration shall be made in accord with Nevada Revised
Statutes Section 78.288 thru 78.300.
ARTICLE
XII
CORPORATE
SEAL
The
corporate seal may be used by causing it or a facsimile thereof to be impressed
affixed or reproduced or otherwise.
Adopted
by resolution of the Board of Directors this ____day of _________,
2007.
_____________________________________
Secretary
PROCEEDS
ESCROW AGREEMENT
PROCEEDS
ESCROW AGREEMENT (“Agreement”) dated as of___________, 2007, by and between
Cinjet, Inc., a Nevada corporation (the “Company”) and Escrow Specialists of
Ogden, Utah (the “Escrow Agent”).
W
I
T
N
E
S
S
E
T
H
WHEREAS,
the Company intends to engage in a private offering of certain of its securities
(the “Offering”), which Offering contemplates minimum aggregate offering
proceeds of $750,000 and maximum aggregate offering proceeds of
$150,000;
WHEREAS,
there will be deposited into an escrow account with Escrow Agent from time
to
time funds from prospective investors who wish to subscribe for securities
offered in connection with the Offering (“Subscribers”), which funds will be
held in escrow and distributed in accordance with the terms hereof;
and
WHEREAS,
the Escrow Agent is willing to act as an escrow agent in respect of the Escrow
Funds (as hereinafter defined) upon the terms and conditions set forth
herein;
NOW,
THEREFORE, for good and valuable considerations, the receipt and adequacy of
which are hereby acknowledged by each of the parties hereto, the parties hereto
hereby agree as follows:
1.
Appointment
of Escrow Agent
.
The
Company hereby appoints the Escrow Agent as escrow agent in accordance with
the
terms and conditions set forth herein, and the Escrow Agent hereby accepts
such
appointment.
2.
Delivery
of Escrow Funds
.
(a)
The
Company shall deliver to the Escrow Agent checks or wire transfers made payable
to the order of “Escrow Specialists, Cinjet, Inc. Escrow Account” together with
the Subscribers mailing address. The funds delivered to the Escrow Agent shall
be deposited by the Escrow Agent into a non-interest-bearing account designated
“Escrow Specialists, Cinjet, Inc. Escrow Account” (the “Escrow Account”) and
shall be held and distributed by the Escrow Agent in accordance with the terms
hereof. The collected funds deposited into the Escrow Account are referred
to
herein as the “Escrow Funds.” The Escrow Agent shall acknowledge receipt of all
Escrow Funds by notifying the Company of deposits into the Escrow Account in
the
Escrow Agent’s customary manner no later than the next business day following
the business day on which the Escrow Funds are deposited into the Escrow
Account.
(b)
The
Escrow Agent shall have no duty or responsibility to enforce the collection
or
demand payment of any funds deposited into the Escrow Account. If, for any
reason, any check deposited into the Escrow Account shall be returned unpaid
to
the Escrow Agent, the sole duty of the Escrow Agent shall be to return the
check
to the Company.
3.
Investment
of the Escrow Funds
.
The
Escrow Account shall not bear interest and no other investment of the Escrow
Funds shall be made while held by the Escrow Agent.
4.
Release
of Escrow Funds
.
The
Escrow Funds shall be paid by the Escrow Agent in accordance with the
following:
(a)
Provided
that the Escrow Funds total at least $75,000 at or before 4:00 p.m., Salt Lake
City time, on ___________________, (or __________________ if extended by the
Company by written notice to the Escrow Agent given on or before
________________), or on any date prior thereto, the Escrow Funds (or any
portion thereof) shall be paid to the Company or as otherwise instructed by
the
Company, within one (1) business day after the Escrow Agent receives a written
release notice in substantially the form of
Exhibit
A
attached
hereto (a “Release Notice”) signed by an authorized person of the Company and
thereafter, the Escrow Account will remain open for the purpose of depositing
therein the subscription price for additional securities sold by the Company
in
the Offering, which additional Escrow Funds shall be paid to the Company or
as
otherwise instructed by the Company upon receipt by the Escrow Agent of a
Release Notice as described above; and
(b)
if
the
Escrow Agent has not received a Release Notice from the Company at or before
4:00 p.m. Salt Lake City time, on _________________, (or ___________________
if
extended by the Company by written notice to the Escrow Agent given on or before
______________________), and the Escrow Funds do not total at least $75,000
at
such time and date, then the Escrow Funds shall be returned to
Subscribers.
In
the
event that at any time the Escrow Agent shall receive from the Company written
instructions signed by an individual who is identified on
Exhibit
B
attached
hereon as a person authorized to act on behalf of the Company, requesting the
Escrow Agent to refund to a Subscriber the amount of a collected check or other
funds received by the Escrow Agent, the Escrow Agent shall make such refund
to
the Subscriber within one (1) business day after receiving such
instructions.
5.
Limitation
of Responsibility and Liability of the Escrow Agent
.
The
Escrow Agent:
(a)
shall
not
be liable for any error of judgment or for any act done or step taken or omitted
by it in good faith, or for any mistake of fact or law, or for anything which
it
may do or refrain from doing in connection herewith, except its own gross
negligence and willful misconduct
;
(b)
shall
be
authorized to rely upon all written instructions and/or communications of the
non-bank Party which appear to be valid on their face;
(c)
shall
have no implied obligations or responsibilities hereunder, nor shall it have
any
obligation or responsibility to collect funds or seek the deposit of money
or
property;
(d)
may
consult with legal counsel of its choice with regard to any legal question
arising in connection with this duties or responsibilities hereunder, and shall
have no liability or responsibility by reason of any action it may take or
fail
to take in accordance with the opinions of such counsel;
(e)
acts
hereunder as a depository only, and is not responsible or liable in any manner
whatsoever for the sufficiency, correctness, genuineness, or validity of any
instrument deposited with it, or with respect to the form or execution of the
same, or the identity, authority, or rights of any person executing or
depositing the same; and
(f)
shall
be
entitled to comply with any final order, judgment or decree of a court of
competent jurisdiction, and/or with the consistent written instructions from
the
non-bank Party.
6.
Costs
and Expenses
.
The
fee
of the Escrow Agent is $150.00, receipt of which is hereby acknowledged. In
addition, if the Escrow Funds are returned to subscribers under 4(b), above,
the
Escrow Agent shall receive a fee of $_____________ per check for such service.
The fee agreed on for services rendered hereunder is intended as full
compensation for the Escrow Agent's services as contemplated by this Agreement;
however, in the event that the conditions of this Agreement are not fulfilled,
the Escrow Agent renders any material service not contemplated by this
Agreement, there is any assignment of interest in the subject matter of this
Agreement, there is any material modification hereof, any material controversy
arises hereunder, or the Escrow Agent is made a party to or justifiably
intervenes in any litigation pertaining to this Agreement or the subject matter
hereof, the Escrow Agent shall be reasonably compensated for such extraordinary
expenses, including reasonable attorneys' fees, occasioned by any delay,
controversy, litigation, or event and the same may be recoverable only from
the
Company.
7.
Notices
.
All
notices and communications shall be deemed to have been duly given: at the
time
delivered by hand, if personally delivered; when received, if deposited in
the
mail, postage prepaid, addressed as provided below; when transmission is
verified, if telecopied; and on the next business day, if timely delivered
to an
air courier guaranteeing overnight delivery;
To
the
Company:
Cinjet,
Inc.
1260
California Avenue, B#116
Sand
City, CA 93955-3172
Attn:
Cynthia Grisham
To
Escrow
Agent:
Escrow
Specialists
P.
O. Box
3287
Ogden,
UT
84405
Attn:
Dennis Simpson
Any
party
may change its address by providing written notice of such change to the other
parties hereto.
8.
Resignation
by Escrow Agent
.
Upon
thirty (30) calendar days’ prior written notice to the non-bank Party delivered
or sent as required above, the Escrow Agent shall have the right to resign
as
escrow agent hereunder and to thereby terminate its duties and responsibilities
hereunder, and shall thereupon be released from these instructions. Upon
resignation by the Escrow Agent, the Escrow Agent shall provide the non-bank
Party with sufficient information concerning the status of the Escrow Fund
to
enable the non-bank parties to provide the same to a successor escrow
agent.
9.
Termination
of Escrow Agreement
.
The
Escrow Agent’s responsibilities thereunder shall terminate at such time as the
Escrow Fund shall have been fully disbursed pursuant to the terms hereof, or
upon earlier termination of this escrow arrangement pursuant to written
instructions executed by the non-bank Party. Such written notice of earlier
termination shall include instruction to the Escrow Agent for the distribution
of the Escrow Fund.
10.
Entire
Agreement
.
This
Agreement contains the entire understanding by and among the parties hereto;
there are no promises, agreements, understandings, representations or
warranties, other than as herein set forth. No change or modification of this
Agreement shall be valid or effective unless the same is in writing and is
signed by all of the parties hereto.
11.
Applicable
Law, Successors and Assigns
.
This
Agreement shall be governed in all respects by the laws of the state of Utah,
and shall be binding upon and shall inure to the benefit of the parties hereto,
and their respective heirs, executors, administrators, legal representatives,
successors and assigns.
IN
WITNESS WHEREOF, the parties hereto have caused their respective hands to be
set
hereto with the intention of being bound effective in all respects as of the
date and year first hereinabove written.
CINJET,
INC.
By:
Cynthia Grisham
Its:
President
ESCROW
SPECIALISTS
By:
Dennis Simpson
Its:
Owner
EXHIBIT
A
Release
Notice
ESCROW
SPECIALISTS
Gentlemen:
The
undersigned hereby authorize and instruct ESCROW SPECIALISTS, escrow agent,
to
release [$______________] of Escrow Funds from the Escrow Account and to deliver
such funds as follows:
[Insert
Delivery Instructions]
IN
WITNESS WHEREOF, this release has been executed on ________________,
2007.
CINJET,
INC.
_________________________________
By:
Cynthia Grisham
Its:
President
EXHIBIT
B
Authorized
Personnel
The
Escrow Agent is authorized to accept instructions and notices signed or believed
by the Escrow Agent to be signed by any one of the following each of whom is
authorized to act on behalf of the Company:
On
Behalf
of Cinjet, Inc.
Name
Title
Signature
Cynthia
Grisham
President
6
Code
of Ethics and Business Conduct for Officers, Directors and Employees of
Cinjet,
Inc.
1.
|
Treat
in an Ethical Manner Those to Whom Cinjet, Inc. Has an
Obligation
|
We
are
committed to honesty, just management, fairness, providing a safe and healthy
environment free from the fear of retribution, and respecting the dignity due
everyone.
For
the
communities in which we live and work we are committed to observe sound
environmental business practices and to act as concerned and responsible
neighbors, reflecting all aspects of good citizenship.
For
our
shareholders we are committed to pursuing sound growth and earnings objectives
and to exercising prudence in the use of our assets and resources.
2.
|
Promote
a Positive Work Environment
|
All
employees want and deserve a workplace where they feel respected, satisfied,
and
appreciated. We respect cultural diversity and recognize that the various
communities in which we may do business may have different legal provisions
pertaining to the workplace. As such, we will adhere to the limitations
specified by law in all of our localities, and further, we will not tolerate
harassment or discrimination of any kind -- especially involving race, color,
religion, gender, age, national origin, disability, and veteran or marital
status.
Providing
an environment that supports honesty, integrity, respect, trust, responsibility,
and citizenship permits us the opportunity to achieve excellence in our
workplace. While everyone who works for the Company must contribute to the
creation and maintenance of such an environment, our executives and management
personnel assume special responsibility for fostering a work environment that
is
free from the fear of retribution and will bring out the best in all of us.
Supervisors must be careful in words and conduct to avoid placing, or seeming
to
place, pressure on subordinates that could cause them to deviate from acceptable
ethical behavior.
3.
|
Protect
Yourself, Your Fellow Employees, and the World We Live
In
|
We
are
committed to providing a drug-free, safe, and healthy work environment, and
to
observe environmentally sound business practices. We will strive, at a minimum,
to do no harm and where possible, to make the communities in which we work
a
better place to live. Each of us is responsible for compliance with
environmental, health, and safety laws and regulations. Observe posted warnings
and regulations. Report immediately to the appropriate management any accident
or injury sustained on the job, or any environmental or safety concern you
may
have.
4.
|
Keep
Accurate and Complete
Records
|
We
must
maintain accurate and complete Company records. Transactions between the Company
and outside individuals and organizations must be promptly and accurately
entered in our books in accordance with generally accepted accounting practices
and principles. No one should rationalize or even consider misrepresenting
facts
or falsifying records. It will not be tolerated and will result in disciplinary
action.
We
will
conduct our business in accordance with all applicable laws and regulations.
Compliance with the law does not comprise our entire ethical responsibility.
Rather, it is a minimum, absolutely essential condition for performance of
our
duties. In conducting business, we shall:
a.
|
Strictly
Adhere to All Antitrust
Laws
|
Officer,
directors and employees must strictly adhere to all antitrust laws. Such laws
exist in the United States, the European Union, and in many other countries
where the Company may conduct business. These laws prohibit practices in
restraint of trade such as price fixing and boycotting suppliers or customers.
They also bar pricing intended to run a competitor out of business; disparaging,
misrepresenting, or harassing a competitor; stealing trade secrets; bribery;
and
kickbacks.
b.
|
Strictly
Comply with All Securities
Laws
|
In
our
role as a publicly owned company, we must always be alert to and comply with
the
security laws and regulations of the United States and other countries.
i.
|
Do
Not Engage in Speculative or Insider
Trading
|
Federal
law and Company policy prohibits officers, directors and employees, directly
or
indirectly through their families or others, from purchasing or selling company
stock while in the possession of material, non-public information concerning
the
Company. This same prohibition applies to trading in the stock of other publicly
held companies on the basis of material, non-public information. To avoid even
the appearance of impropriety, Company policy also prohibits officers, directors
and employees from trading options on the open market in Company stock under
any
circumstances.
Material,
non-public information is any information that could reasonably be expected
to
affect the price of a stock. If an officer, director or employee is considering
buying or selling a stock because of inside information they possess, they
should assume that such information is material. It is also important for the
officer, director or employee to keep in mind that if any trade they make
becomes the subject of an investigation by the government, the trade will be
viewed after-the-fact with the benefit of hindsight. Consequently, officers,
directors and employees should always carefully consider how their trades would
look from this perspective.
Two
simple rules can help protect you in this area: (1) Don’t use non-public
information for personal gain. (2) Don't pass along such information to someone
else who has no need to know.
This
guidance also applies to the securities of other companies for which you receive
information in the course of your employment at Cinjet, Inc.
ii.
|
Be
Timely and Accurate in All Public
Reports
|
As
a
public company, Cinjet, Inc. must be fair and accurate in all reports filed
with
the United States Securities and Exchange Commission. Officers, directors and
management of Cinjet, Inc. are responsible for ensuring that all reports are
filed in a timely manner and that they fairly present the financial condition
and operating results of the Company.
Securities
laws are vigorously enforced. Violations may result in severe penalties
including forced sales of parts of the business and significant fines against
the Company. There may also be sanctions against individual employees including
substantial fines and prison sentences.
The
Chief
Executive Officer and Chief Financial Officer will certify to the accuracy
of
reports filed with the SEC in accordance with the Sarbanes-Oxley Act of 2002.
Officers and Directors who knowingly or willingly make false certifications
may
be subject to criminal penalties or sanctions including fines and imprisonment.
6.
|
Avoid
Conflicts of Interest
|
Our
officers, directors and employees have an obligation to give their complete
loyalty to the best interests of the Company. They should avoid any action
that
may involve, or may appear to involve, a conflict of interest with the company.
Officers, directors and employees should not have any financial or other
business relationships with suppliers, customers or competitors that might
impair, or even appear to impair, the independence of any judgment they may
need
to make on behalf of the Company.
Here
are some ways a conflict of interest could arise:
·
|
Employment
by a competitor, or potential competitor, regardless of the nature
of the
employment, while employed by Cinjet, Inc.
|
·
|
Acceptance
of gifts, payment, or services from those seeking to do business
with
Cinjet, Inc.
|
·
|
Placement
of business with a firm owned or controlled by an officer, director
or
employee or his/her family.
|
·
|
Ownership
of, or substantial interest in, a company that is a competitor, client
or
supplier.
|
·
|
Acting
as a consultant to a Cinjet, Inc. customer, client or
supplier.
|
·
|
Seeking
the services or advice of an accountant or attorney who has provided
services to Cinjet, Inc.
|
Officers,
directors and employees are under a continuing obligation to disclose any
situation that presents the possibility of a conflict or disparity of interest
between the officer, director or employee and the Company. Disclosure of any
potential conflict is the key to remaining in full compliance with this
policy.
7.
|
Compete
Ethically and Fairly for Business
Opportunities
|
We
must
comply with the laws and regulations that pertain to the acquisition of goods
and services. We will compete fairly and ethically for all business
opportunities. In circumstances where there is reason to believe that the
release or receipt of non-public information is unauthorized, do not attempt
to
obtain and do not accept such information from any source.
If
you
are involved in Company transactions, you must be certain that all statements,
communications, and representations are accurate and truthful.
8.
|
Avoid
Illegal and Questionable Gifts or
Favors
|
The
sale
and marketing of our products and services should always be free from even
the
perception that favorable treatment was sought, received, or given in exchange
for the furnishing or receipt of business courtesies. Officers, directors and
employees of Cinjet, Inc. will neither give nor accept business courtesies
that
constitute, or could be reasonably perceived as constituting, unfair business
inducements or that would violate law, regulation or policies of the Company,
or
could cause embarrassment to or reflect negatively on the Company’s reputation.
9.
|
Maintain
the Integrity of Consultants, Agents, and
Representatives
|
Business
integrity is a key standard for the selection and retention of those who
represent Cinjet, Inc. Agents, representatives, or consultants must certify
their willingness to comply with the Company’s policies and procedures and must
never be retained to circumvent our values and principles. Paying bribes or
kickbacks, engaging in industrial espionage, obtaining the proprietary data
of a
third party without authority, or gaining inside information or influence are
just a few examples of what could give us an unfair competitive advantage and
could result in violations of law.
10.
|
Protect
Proprietary Information
|
Proprietary
Company information may not be disclosed to anyone without proper authorization.
Keep proprietary documents protected and secure. In the course of normal
business activities, suppliers, customers, and competitors may sometimes divulge
to you information that is proprietary to their business. Respect these
confidences.
11.
|
Obtain
and Use Company Assets
Wisely
|
Personal
use of Company property must always be in accordance with corporate policy.
Proper use of Company property, information resources, material, facilities,
and
equipment is your responsibility. Use and maintain these assets with the utmost
care and respect, guarding against waste and abuse, and never borrow or remove
Company property without management's permission.
12.
|
Follow
the Law and Use Common Sense in Political Contributions and
Activities
|
Cinjet,
Inc. encourages its employees to become involved in civic affairs and to
participate in the political process. Employees must understand, however, that
their involvement and participation must be on an individual basis, on their
own
time, and at their own expense. In the United States, federal law prohibits
corporations from donating corporate funds, goods, or services, directly or
indirectly, to candidates for federal offices -- this includes employees' work
time. Local and state laws also govern political contributions and activities
as
they apply to their respective jurisdictions, and similar laws exist in other
countries.
The
Company shall establish an Audit Committee empowered to enforce this Code of
Ethics. The Audit Committee will report to the Board of Directors at least
once
each year regarding the general effectiveness of the Company’s Code of Ethics,
the Company’s controls and reporting procedures and the Company’s business
conduct.
14.
|
Disciplinary
Measures.
|
The
Company shall consistently enforce its Code of Ethics and Business Conduct
through appropriate means of discipline. Violations of the Code shall be
promptly reported to the Audit Committee. Pursuant to procedures adopted by
it,
the Audit Committee shall determine whether violations of the Code have occurred
and, if so, shall determine the disciplinary measures to be taken against any
employee or agent of the Company who has so violated the Code.
The
disciplinary measures, which may be invoked at the discretion of the Audit
Committee, include, but are not limited to, counseling, oral or written
reprimands, warnings, probation or suspension without pay, demotions, reductions
in salary, termination of employment and restitution.
Persons
subject to disciplinary measures shall include, in addition to the violator,
others involved in the wrongdoing such as (i) persons who fail to use reasonable
care to detect a violation, (ii) persons who if requested to divulge information
withhold material information regarding a violation, and (iii) supervisors
who
approve or condone the violations or attempt to retaliate against employees
or
agents for reporting violations or violators.
5