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.”




 
 
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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

 
 
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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.



 
 
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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.
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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.
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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.
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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%


 
 
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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 .
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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.


 
 
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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.
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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.
12

 
 
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.
13


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.
14


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.
15


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.
16


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.
17


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.
18


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.


 
 
19


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 .
20


 



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




 
 
21


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  

 
 
22


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

 
 
23


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

 
 
24


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

 
 
25


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

 
 
26



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.
27



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.
28



======================================================================
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
 
===============================================


 
 
29


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

30

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

31

(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.

 
 
32


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

ARTICLES OF INCORPORATION

OF

CINJET, INC.


THE UNDERSIGNED , having associated ourselves together for the purpose of forming a corporation for the transaction of business and the promotion and conduct of the objects and purposes hereinafter stated, under the provisions of and subject to the requirements of the laws of the State of Nevada, do make, record and file these Articles of Incorporation, in writing, and we do hereby certify:
 
ARTICLE I
NAME
The name of this Corporation shall be: CINJET, INC.
 
ARTICLE II
PURPOSE
The purpose for which said Corporation is formed and the nature of the objects proposed to be transacted and carried on by it is to engage in any and all lawful activity, as provided by the laws of the State of Nevada.
 
ARTICLE III
CAPITAL STOCK
The total number of shares of all classes of capital stock which the Company shall have authority to issue is 105,000,000 shares (“Capital Stock”). The classes and the aggregate number of shares of each class of Capital Stock that the Company shall have authority to issue are as follows:

 (a)   100,000,000 shares of common stock, $0.0001 par value ("Common  Stock");

(b)  
5,000,000 shares of preferred stock, $0.0001 par value ("Preferred Stock").

ARTICLE IV
GOVERNING BOARD
The members of the Governing Board of the Corporation are styled Directors. The initial board of directors shall consist of two members. The names and post office address of the First Board of Directors are as follows:
 
FIRST BOARD OF DIRECTORS
Name           Address

Cynthia Grisham       251 Jeanell Dr., Suite 3
                                                         Carson City, NV 89703


ARTICLE V
INCORPORATOR
The name and address of the incorporator signing these Articles of Incorporation, who is above the age of eighteen (18) years, is as follows:
Name           Address

Cletha A. Walstrand       1322 Pachua
                                                                 Ivins, UT 84738


 




ARTICLE VI
RESIDENT AGENT
The name and address of the Resident Agent is as follows:
Name           Address

Corporate Advisory Services     251 Jeanell Dr., Suite 3
                                                                  Carson City, NV 89703

ARTICLE VII
INDEMNIFICATION
No director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of an Article by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation of the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification.
 
ARTICLE VIII
ACQUISITION OF CONTROLLING INTEREST
The Corporation elects not to be governed by the terms and provisions of Sections 78.378 through 78.3793, inclusive, of the Nevada Revised Statutes, as the same may be amended, superseded, or replaced by any successor section, statute, or provision. No amendment to these Articles of Incorporation, directly or indirectly, by merger or consolidation or otherwise, having the effect of amending or repealing any of the provisions of this paragraph shall apply to or have any effect on any transaction involving acquisition of control by any person or any transaction with an interested stockholder occurring prior to such amendment or repeal.
 
ARTICLE IX
COMBINATIONS WITH INTERESTED STOCKHOLDERS
The Corporation elects not to be governed by the terms and provisions of Sections 78.411 through 78.444, inclusive, of the Nevada Revised Statutes, as the same may be amended, superseded, or replaced by any successor section, statute, or provision.
 
IN WITNESS WHEREOF , I have hereunto subscribed my name this 28th day of February 2007.
 
 
___________________________________
Cletha A. Walstrand



 
2

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.


 

2

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.

3


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.


4


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.

5


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.


6

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.


7


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.


8


 
(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.


9


 
(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.


10


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.


11


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.


12


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.


13


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.


14


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.
15

 
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.
 

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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.


17


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.

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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.


19


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.


20

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.


21


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.
 
 
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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
 
 
 
 
 
23


Cletha A. Walstrand
Attorney at Law
1322 West Pachua Circle
Ivins, UT 84738
Office: 435-688-7317 Fax: 435-688-7318
cwalstrand@networld.com

                       June 28, 2007


The Board of Directors
Cinjet, Inc.
2160 California Avenue, B#116
Sand City, CA 93955-3172


The Board of Directors:

We have been retained by Cinjet, Inc., (the “Company”), in connection with the Registration Statement on Form SB-2 filed by the Company with the Securities and Exchange Commission (the “Registration Statement”) relating to 600,000 shares of common stock, par value $0.0001 per share. You have requested that we render an opinion as to whether the common stock as proposed to be issued on the terms set forth in the Registration Statement will be validly issued, fully paid and non-assessable.

In connection with this engagement, we have examined the following:

 
1.
the articles of incorporation of the Company;

 
2.
the Registration Statement;

 
3.
the bylaws of the Company; and

 
4.
unanimous consents of the board of directors.

We have examined such other corporate records and documents and have made such other examinations as we deemed relevant.

Based upon the foregoing, and assuming that the common shares have been and will be issued and that Cinjet, Inc. will fully comply with all applicable securities laws involved under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated pursuant to said Acts, and in those states or foreign jurisdictions in which common shares have been and may be sold, I am of the opinion that the common shares have been and will be validly issued, fully paid and nonassessable.

This opinion opines upon Nevada law, including the Nevada Constitution, all applicable provisions of the statutory provisions, and reported judicial decisions interpreting those laws.

This opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose without our prior written consent. This opinion is based on my knowledge of the law and facts as of the date of the registration statement’s effectiveness.

This opinion does not address or relate to any specific state securities laws. I assume no duty to communicate with Cinjet, Inc. in respect to any matter that comes to my attention after the date of effectiveness of the registration statement.

We hereby consent to being named in the Prospectus included in the Registration Statement as having rendered the foregoing opinion and as having represented the Company in connection with the Registration Statement. We also consent to the reproduction of this legality opinion as an exhibit to the Registration Statement.

Very truly yours,
 
 
/s/Cletha A. Walstrand
Attorney at Law


Hawkins Accounting
Certified Public Accountant
audit . tax . consulting



CONSENT OF THE INDEPENDENT AUDITOR

As the independent auditor for Cinjet, Inc., I hereby consent to the incorporation by reference in this Form SB2 Statement of my report, relating to the audited financial statements and financial statement schedules of Cinjet, Inc. as of March 31, 2007 and the related statements of operations, stockholders’ equity and cash flows from February 28, 2007 (date of inception) to March 31, 2007. My audit report dated May 6, 2007.




/s/ Richard Hawkins
Los Angeles, California

June 28, 2007






















2335 S. Bentley Ave. Suite 302 Los Angeles, CA 90064
408.460.4173 Fax 310.477.6040 rrh2cpa@cs.com


CINJET, INC. - COMMON STOCK
SUBSCRIPTION AGREEMENT

Investment

I desire to purchase shares of Cinjet, Inc. at $0.25 per share for a total of $

Make Checks Payable to:   Escrow Specialists, Cinjet, Inc. Escrow Account

Subscriber Information: Please clearly print name(s) in which Shares are to be acquired. All correspondence will go to the Investor Residence Address

Investor 1 (First, Middle I., Last):          
 


Investor 2 (First, Middle I. Last):          




Registration for the Investment (how the investment should be titled):




Investor Residence Address 1:             Check one of the following:
 
 
                                                                                                                           U.S. Citizen  
Investor Residence Address 2:                
                                                                                            Resident Alien



City,           State   ZIP Code       Foreign Resident; Country ________  
 
                                                                                                                        U.S. Citizen residing outside the U.S.

Enter the taxpayer identification number. For most individual taxpayers, it is their Social Security Number. Note: If the purchase is in more than one name, the number should be that of the first person listed. For IRAs, Keoghs, and qualified plans, enter both the Social Security Number and the Taxpayer Identification Number for the plan.

Social Security Number           Taxpayer Identification Number (if applicable)



Form of Ownership (Individual, IRA, Trust, UGMA, Pension Plan, etc.)

 

Subscriber Signature: The undersigned has the authority to enter into this subscription agreement on behalf of the person(s) or entity registered above.

Authorized Signature of Investor 1   ________________________________________   Date:_____________________________________

Authorized Signature of Investor 2   ________________________________________   Date:_____________________________________


Company’s Acceptance (To be completed only by an authorized representative of the Company.)

The foregoing subscription is accepted this ____________ day of ________________, _____


___________________________________
Authorized Representative of the Company

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.
 
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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.
 
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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

 

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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


 

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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  
 
 
 
 
   


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.



5.  
Obey the Law

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.
 
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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.

 
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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.
 
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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.

13.  
Board Committees.

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.
 



 
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