UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[ ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended September 30, 2009
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ______________ to________________
Commission file number 333-147716
JIN JIE CORP.
(Exact name of registrant as specified in its charter)
NEVADA 98-0550257
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
409 - 4TH Floor, Tsui King House, Choi Lung Estate, Kowloon, Hong Kong
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 533-3083
Securities registered under Section 12(b) of the Act:
None N/A
Title of each class Name of each exchange on which registered
Securities registered under Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of class)
Indicate by checkmark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by checkmark if the registrant is not required to file reports pursuant
to Section 13 or 15(d) of the Act. Yes [ ] No [X]
Indicate by checkmark whether the registrant has (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]
Indicate by checkmark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes [X] No [ ]
The aggregate market value of voting and non-voting common equity held by
non-affiliates as of January 13, 2010 was approximately $45,000 based upon
900,000 shares held by non-affiliates and a closing market price of $0.05 per
share on January 13, 2010.
As of January 13, 2010, there were 1,900,000 shares of common stock issued and
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Exhibits incorporated by reference are referred to in Part IV.
AVAILABLE INFORMATION
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K and all amendments to those reports that we file with the Securities
and Exchange Commission, or SEC, are available at the SEC's public reference
room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain
information on the operation of the public reference room by calling the SEC at
1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that contains
reports, proxy and information statements and other information regarding
reporting companies.
TABLE OF CONTENTS
Page
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PART I
ITEM 1. Description of Business 3
ITEM 1A. Risk factors 8
ITEM 2. Description of Property 12
ITEM 3. Legal Proceedings 12
ITEM 4. Submission of Matters to a Vote of Security Holders 12
PART II
ITEM 5. Market for the Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 13
ITEM 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 13
ITEM 8. Financial Statements 15
ITEM 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 16
ITEM 9A. Controls and Procedures 16
ITEM 9B. Other Information 16
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance 17
ITEM 11. Executive Compensation 17
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 19
ITEM 13. Certain Relationships and Related Transactions, and Director
Independence 19
ITEM 14. Principal Accountant Fees and Services 20
PART IV
ITEM 15. Exhibits 20
Signatures 21
2
THIS REPORT ON FORM 10-K CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS
AND UNCERTAINTIES. ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS, OR INDUSTRY
RESULTS, MAY BE MATERIALLY DIFFERENT FROM THOSE DESCRIBED IN THE FORWARD-LOOKING
STATEMENTS DUE TO A NUMBER OF RISK FACTORS. SUCH RISKS AND UNCERTAINTIES INCLUDE
THOSE SET FORTH UNDER THE CAPTION "MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
OF OPERATION" AND ELSEWHERE IN THIS FORM 10-K. SEE ALSO ITEM 6, "MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - SAFE HARBOR STATEMENT."
PART I
ITEM 1. DESCRIPTION OF BUSINESS
OVERVIEW
We are in the business of developing and promoting our automotive Internet
Sites, RodesTrading.com and RodesTrading.cn. RhodesTrading.cn is the
Chinese-language version of RodesTrading.com. Through the Sites, we provide
content of interest for consumers seeking automotive information. We hope to
become the premier source of automotive information on the Internet.
Our plan is to develop our Sites to be content driven by users who will provide
relevant content in forums, discussions, and in an interactive marketplace where
users can buy, sell, trade and barter for automotive goods and services. Users
will also find information about car clubs, wheels and tires, motorcycles, car
reviews, links to industry sites, photo galleries of souped-up vehicles, as well
as other relevant automotive content.
Our exclusive revenue source will be from Google-generated, content-specific
advertisements strategically placed on every page of the site. For the Chinese
site, Google ads will automatically be translated into Chinese.
THE INTERNET
The internet has grown significantly in the past twenty years, and is now viewed
as an excellent, if not the primary, research tool for most consumers with
computer access. Automotive companies are seeing more growth in lead generation
from the internet than from any traditional source of advertising. Today 45% of
the US population visits automotive sites, amounting to 239 million unique site
visits per month. In addition, automotive sites have experienced a growth rate
four times that of the rest of the Internet, according to Yahoo and COM Score.
More sales leads are generated at third party auto sites than anywhere else,
according to Ward's Dealer Business and J.D. Power and Associates.
THE TARGET MARKET
We anticipate that the users of our Site (our "Customers" or our "Users") will
be predominantly male, automotive enthusiasts, and between 15 and 55 years of
age. We further believe that Users will be internet savvy, knowledge seekers,
and sharers of information. They will be responsive to new technology, want the
latest product information and the opportunity to share and review information.
The car review feature of the site is unique in that our Users are posting
reviews. Outside expert reviews will be available as well. However, research
shows that consumers trust other consumers' reviews more than experts.
* 71% of online shoppers read reviews, making reviews the most widely
read consumer-generated content
* 77% of online shoppers use reviews and ratings when purchasing
* Reviews drive 21% higher purchase satisfaction and 18% higher loyalty
* In a study of 2,000 shoppers 92% deemed customer reviews as
"extremely" or "very" helpful
* 59% of internet users considered customer reviews to be more valuable
than expert reviews
* 63% of consumers indicate they are more likely to purchase from a site
if it has product ratings and reviews
* CompUSA exit survey: 81% consider the availability of customer reviews
to be Very Important (33%) or Somewhat Important (48%)
* Among first time buyers on review equipped sites, 42% said the reviews
were the primary factor in their purchase decision
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* 86.9% of respondents said they would trust a friend's recommendation
over a review by a critic, while 83.8% said they would trust user
reviews over a critic
* When asked to note their most trusted information source, 60% of
Canadian online buyers said consumer reviews compared to 31% who said
newspapers or magazines
ADVERTISING ON THE INTERNET
Traditional advertising dollars are shifting to online campaigns from offline
campaigns. The audience is captive, research oriented, and spending more time
online than reading newspapers and magazines. The Interactive Advertising Bureau
reported in June of 2009 that Internet advertising revenue for Q1 of that year
surpassed $5.5 billion. A decade earlier, the revenue was under $250 million.
Just a few years earlier the revenue was non-existent. Online advertising has
acquired funds from traditional marketing budgets.
There are two key reasons that advertising dollars are moving from traditional
to online advertising: The audience is spending more time online, and measuring
marketing success online is significantly more accurate and informative than for
any other medium.
The internet as an advertising tool is experiencing impressive growth and
outpacing other, traditional forms of advertising in terms of advertising budget
spending. The U.S. online ad market is surging: online ad spending has increased
from $3.5 billion in 1999 to $8.4 billion in 2004, and is projected to grow to
$16.1 billion in calendar 2009.
Paid Search will continue to grow faster than any other sector of online
advertising, increasing from $2.6 billion in 2004 to $5.5 billion in 2009. While
paid Search growth remains strong, it is beginning to slow. A sharp increase in
the average cost-per-click is the primary driver of this market, with
incremental growth in the number of searches also driving spending.
AUTOMOBILE INDUSTRY ADVERTISING
At $21 billion in overall spending, the automotive industry is the largest US
advertising category, but automakers and dealers continue pulling ad dollars out
of traditional media and redirecting them to micro sites, digital media, SEM,
mobile marketing and VODS.
E-Marketer predicts the automotive category, consisting of manufacturers,
dealers, and after-market vendors, will account for $2.54 billion, nearly 13%,
of the $19.5 billion estimated to be spent on Internet Advertising and marketing
this year. About $1.1 billion of that money will go toward search marketing
strategies, including paid ads and search engine optimization. THE CHINESE
MARKET
Rodestrading.com will also be translated into the Chinese language and have its
own domain at RodesTrading.cn. We see the Chinese market as a growing market
worth targeting for several reasons.
We believe that the emerging middle class in China is a market that will
continue to see explosive growth for at least twenty years. The rising of a
middle class in China provides many opportunities to market and sell consumer
goods that were traditionally out of reach for the majority of the population.
It is estimated that 30 million Chinese citizens migrate into middle class every
day.
China has surpassed the United States in internet use. Chinese internet users
spend nearly two billion hours per week on the internet while the U.S. market
logs on for 129 million hours per week. Therefore, we feel that the market for
an interactive, consumer demand generated website in the emerging Chinese market
provides an excellent opportunity.
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OUR SITES
We are in the process of developing our Sites, RodesTrading.com and
RodesTrading.cn for automotive enthusiasts. The Sites will be comprehensive
forums where users create material relevant to the industry. RodesTrading.com
will be in English and RodesTrading.cn will be in Chinese, so that we may access
both of these large markets. The Google ads will similarly be in English or
Chinese to match the language of the Site.
Users will create content in forums, debates and articles. Our sole revenue
stream will be derived from Google ads. Google's unique software program uses
key word recognition and thus is driven by the content and creates ads specific
to the content, thus our Honda forum will automatically display Google Honda
ads. Our Sites will be low maintenance. Once initially developed and activated,
our Sites will essentially run themselves as the users create the content and
Google creates highly targeted ads. Google ads will appear on every page of the
website, including click thrus to individual posts. Users will have incentive to
return to the site to ask questions in forums, read and participate in
discussions and debates, view and enter "picture of the week" contests, and buy,
sell, and browse in the classifieds section. The classifieds section will be
unique as visitors can barter and trade, as well as buy and sell with cash -
something rarely seen on the Internet.
The following description reflects our expectation for the Sites. The homepage
will have Google Ads strategically placed and color coded to match the graphic
design of the website. Other major components of the homepage will be the Main
Navigation menu, a featured article of the week, a featured photo of the week,
and a New Product highlight.
The main sections of the website are all accessible from the main navigation
menu on the home page and every other page of the Sites. The main sections we
intend to include on the sites are as follows:
1) CAR FORUM
The Car Forum page will have all car makes listed and categorized by country of
origin (i.e. Japan, USA, Germany, Italy, other Foreign), Antiques, and
Collectibles. A User can click on the name of a car manufacturer. This takes
them to a subsection for that manufacturer listing all major models within that
brand. The User then clicks on a specific model and is taken to the forum page
for that model. Here they can search for keywords, scroll the forum for posts,
or submit a post.
2) TIRES FORUM
The Tires Forum will be very similar to the Car Forum in that it will list all
tire manufacturers on the first page and follow a similar format. Additionally,
there will be links within each brand's page to an outside tire site
(www.tiretrack.com) where users can buy tires. These links will open a new
window to that site while keeping RodesTrading.com open in the background. Other
features include a tires and wheels glossary of terms as well as a link to a
tire size calculator at www.1010tires.com/TireSizeCalculator.asp.
3) WHEELS FORUM
Wheels Forum will also follow the same format as the Car Forum.
4) CAR ACCESSORIES FORUM
Car Accessories Forum will also follow the same format as the Car Forum. Users
can post comments and feedback about the latest and greatest car accessories.
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5) CLASSIFIEDS
The Classifieds section will serve to keep old Users coming back to the site and
draw new users daily. The Classified section offers members the opportunity to
list their cars, accessories, wheels, tires, stereo equipment, etc. for sale for
no charge. Mechanics, installation experts, upholsterers, auto specialty
providers, stereo suppliers and any car-related supplier can have a presence,
which will help provide a one-stop shopping online marketplace for Users. The
unique feature of this marketplace is that members can buy, sell, trade and
barter items. We anticipate that content-specific Google ads appearing on these
pages will have a higher success rate as the ads will reflect the specific item
the User is looking at. Our Site will be a portal for Users to contact each
other and will assume no responsibility between vendors and buyers. In order for
site visitors to post to a forum or place a classified ad, they will be required
to register as members and agree to the Code of Conduct to use the Site.
6) CAR CLUBS
This section will allow Users to list their car clubs. The initial page will
list all makes of vehicles. Users will click on the make of their car and will
be taken to a listing of car clubs. Car clubs will be listed in alphabetical
order and will provide links to club sites.
7) CAR REVIEWS/ARTICLES
This section is where Users are asked to post their reviews on individual car
makes and models. Featured Article topics will also be posted here (i.e.
Hybrids). Links to outside Car Review websites will also be posted.
8) PHOTOS
The photo section will allow Users to upload photos with a short description
showing road trips, car shows, restored cars, etc. Users can then rate photos.
The photo with the most votes will be Photo of the Week and appear on the home
page the following week.
9) SOUPED-UP
This section specifically hosts souped up car projects. Users upload before and
after photos and a description of work done to show off to other car
enthusiasts.
10) INDUSTRY LINKS
This section is a link exchange with other popular industry and relevant
websites - i.e. Major automotive review websites, Top Gear, Map Quest, Lemon
Reviews, top links for accessories, customization packages, and major car racing
sites.
STRATEGY
Our company's long-term business strategy is designed to capitalize on the
current demand for automotive discussion forums and research sites that we
perceive within the auto industry. Our goal is to grow our company by expanding
the reach and popularity of our Site, and by selling advertising to generate
revenue for our business.
MARKETING
Online advertising budgets are growing at a faster rate than budgets for
traditional advertising mediums, and the automotive industry accounts for a
large portion of that spending. We intend to aggressively market our Sites
through complementary sites, blogs, forums, e-mail and online advertisements on
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websites that reach our target audience. Our site will be designed using search
engine optimization techniques and keyword recognition in an attempt to achieve
high status amongst the popular search engines, including Yahoo, Google and MSN.
We intend to execute an aggressive on-going marketing campaign to attract users
to our Site. The main focus of the marketing of the site will be search engine
optimization, key word recognition, and keeping content relevant and fresh to
please users and ensure loyalty. We intend to use the following strategies to
bring Users to our Sites:
1) Search Engine Optimization
Search engine optimization and high ranking within the search engines will be
central to our marketing strategy. During the development process of the Site,
key words and Search Engine Optimization will be used. This will assist in
higher placement on search results of popular search engines such as Google,
Yahoo and MSN.
2) Link Exchange
We will actively seek link exchanges with other similar sites to boost ratings
in the search engines, effectively increasing our web presence with other sites.
3) Web Placement Ads
We intend to place ads on other automotive Web Sites in order to gain exposure
to the target audience.
4) Traditional Industry Ads
We intend to place traditional ads in industry publications such as Buy and
Sell, Auto Trader, ebay Motors, Rod and Wheel, etc.
5) Targeted mass e-mail campaigns
6) Weekly newsletter e-mail campaigns
7) Submitting the site for editorial reviews by automotive industry editors and
leading sites
8) Submitting posts on other automotive blogs and forums.
INTELLECTUAL PROPERTY
Our business depends, in part, on the protection of our intellectual property,
including our business name, logo, and distinctive branding. We have not taken
any measures to protect our intellectual property to this point, so there are no
legal barriers to prevent others from using what we regard as our intellectual
property. In the future we may decide to file a trademark application to protect
our brand, but we cannot guarantee the success of this application. In addition,
the laws of some foreign countries do not protect intellectual property to the
same extent as the laws of the United States, which could increase the
likelihood of misappropriation. Furthermore, other companies could develop
similar or superior trademarks without violating our intellectual property
rights. If we resort to legal proceedings to enforce our intellectual property
rights, the proceedings could be burdensome, disruptive and expensive, and
distract the attention of management, and there can beno assurance that we would
prevail. We currently own two domain names, RodesTrading.com and
RodesTrading.cn, and have successfully developed a corporate logo and branding
strategy.
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COMPETITION
The automotive internet Site industry can be categorized as highly competitive.
There are a large number of established firms that currently promote Sites
similar to ours, aimed at a target market similar to ours. Many of these
established Sites have representatives who have established relationships within
the industry. These highly competitive market conditions may make it difficult
for our company to succeed in this market. We hope to compete on the
comprehensive level of information, interaction, and marketplace activity we
provide. Three of our most established competitors are:
* www.automotiveforums.com - This is an established website that also
offers hundreds of forums for car enthusiasts. The site was
established in November 2000. The site was featured as a Google
success story for their widespread success with the use of Google Ads.
We anticipate that this site will be our most significant competitor.
The major competitive advantage that RodesTrading.com will have is the
interactive marketplace where users can buy/sell/trade and barter
automotive goods.
* www.where-can-i-buy-a-car-online.com - This is a highly ranked website
and offers users many benefits when researching a car and where to
purchase a vehicle. However, the site does not offer an interactive
discussion forum and is limited in the information provided by those
hosting the site.
* www.autoforumuniverse.com/ - This site is also highly ranked and
boasts over 320,000 members and 43 Million monthly page views. The
site operates as an umbrella to 40 individual forum sites that are
make and model specific. The forums are general in nature. Photo
galleries are also present, but that is the extent of their content.
There are millions of car enthusiast websites on the internet. While there is
significant competition to attract their attention and their business, we feel
that there is currently a lack of a comprehensive, one-stop site that offers
users a wide range of information, marketplace capabilities, and user reviews.
GOVERNMENT REGULATION
Government regulation and compliance with environmental laws do not have a
material effect on our business.
EMPLOYEES
We have no employees other than our sole officer and director of our company as
of the date of this prospectus. As needed from time to time, we may pay for the
services of independent contractors such as web designers and commissioned sales
people.
ITEM 1A. RISK FACTORS
RISKS ASSOCIATED WITH OUR FINANCIAL CONDITION
BECAUSE OUR AUDITOR HAS ISSUED A GOING CONCERN OPINION REGARDING OUR COMPANY,
THERE IS AN INCREASED RISK ASSOCIATED WITH AN INVESTMENT IN OUR COMPANY.
We have earned limited revenue since our inception, which makes it difficult to
evaluate whether we will operate profitably. Operating expenses for the period
from July 17, 2007 (date of inception) to September 30, 2009, totalled $63,544.
We have incurred cumulative net losses of $63,544 since inception to September
30, 2009. We have not attained profitable operations and are dependent upon
obtaining financing or generating revenue from operations to continue operations
for the next twelve months should we determine to pursue a strategy of growth.
As of September 30, 2009, we had cash in the amount of $12,368. Our future is
dependent upon our ability to obtain financing or upon future profitable
operations. We reserve the right to seek additional funds through private
placements of our common stock and/or through debt financing. Our ability to
raise additional financing is unknown. We do not have any formal commitments or
arrangements for the advancement or loan of funds. For these reasons, our
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auditors stated in their report that they have substantial doubt we will be able
to continue as a going concern. As a result, there is an increased risk that you
could lose the entire amount of your investment in our company.
BECAUSE WE HAVE A LIMITED OPERATING HISTORY, IT IS DIFFICULT TO EVALUATE AN
INVESTMENT IN OUR STOCK.
An evaluation of our business will be difficult for investors because we have a
limited operating history. We are in the development stage of our business and
have not yet begun to offer our Site to the public. To date, revenues are not
substantial enough to maintain us without additional capital injection if we
determine to pursue a growth strategy before significant revenues are generated.
We face a number of risks encountered by early-stage companies, including our
need to develop infrastructure to support growth and expansion; our need to
obtain long-term sources of financing; our need to establish our marketing,
sales and support organizations; and our need to manage expanding operations.
Our business strategy may not be successful, and we may not successfully address
these risks. If we are unable to sustain profitable operations, investors may
lose their entire investment in us.
RISKS ASSOCIATED WITH OUR BUSINESS MODEL
BECAUSE WE HAVE NOT ESTABLISHED THE JIN JIE BRAND NAME, AND OUR SITES AND NAME
HAVE LITTLE, IF ANY, NAME RECOGNITION, WE MAY BE PREVENTED FROM GENERATING
REVENUES WHICH WILL REDUCE THE VALUE OF YOUR INVESTMENT.
Because we are a new company with new Sites and we have not conducted
advertising, there is little or no recognition of our Jin Jie brand name. As a
result, consumers may visit Sites other than ours that have brand recognition in
the market and we may be unable to generate sufficient revenues to meet our
expenses or meet our business plan objectives, which will reduce the value of an
investment in our company.
BECAUSE WE CONDUCT OUR BUSINESS THROUGH VERBAL AGREEMENTS WITH CONSULTANTS AND
ARMS-LENGTH THIRD PARTIES, THERE IS A SUBSTANTIAL RISK THAT SUCH PERSONS MAY NOT
BE READILY AVAILABLE TO US AND THE IMPLEMENTATION OF OUR BUSINESS PLAN COULD BE
IMPAIRED.
Although we plan to pursue written agreements with our suppliers and consultants
to provide services to us at their respective and customary rates upon request,
we currently do not have a written agreement in place with our service
providers. In addition, we have a verbal agreement with our accountants to
perform requested financial accounting services and our outside auditors to
perform auditing functions. Each of these functions requires the services of
persons in high demand and these persons may not always be available. The
implementation of our business plan and ability to service our customers may be
impaired if we are not able to secure written agreements with additional
suppliers, or the parties with whom we have verbal agreements do not perform in
accordance with our verbal agreements. In addition, it may be difficult to
enforce a verbal agreement in the event that any of these parties fail to
perform.
BECAUSE WE DO NOT HAVE EXCLUSIVE AGREEMENTS WITH THE THIRD PARTY PROGRAMMERS
THAT WILL DEVELOP OUR SITE, WE MAY BE UNABLE TO EFFECTIVELY PUBLISH OUR SITES OR
PUBLISH THEM AT ALL, WHICH WOULD ADVERSELY AFFECT OUR REPUTATION AND MATERIALLY
REDUCE OUR REVENUES.
We do not employ any web development personnel. We plan to pursue written
agreements with the third party developers of Web Sites to produce our Sites. If
we lose the services of our third party programmers, we may be unable to secure
the services of replacement programmers. In addition, because we do not have
written agreements with all of these programmers, they could refuse to develop
our Sites or change the terms and prices under which they normally maintain our
Site. The occurrence of any such conditions will have a materially negative
effect upon our reputation and our ability to publish our Sites, which will
cause a material reduction in our revenues.
IF WE ARE UNABLE TO GAUGE TRENDS AND REACT TO CHANGING CONSUMER PREFERENCES IN A
TIMELY MANNER, OUR SALES WILL DECREASE.
We believe our success depends in substantial part on our ability to offer
Sites, sections, and designs that reflect current needs and anticipate, gauge
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and react to changing consumer demands in a timely manner. Our business is
vulnerable to changes in consumer preferences. We will attempt to reduce the
risks of changing demands and product acceptance in part by devoting a portion
ofour available time and effort to measuring and responding to customer
feedback. Nevertheless, if we misjudge consumer needs for our Sites, our ability
to generate advertising sales could be impaired resulting in the failure of our
business. There are no assurances that future versions of our Sites will be
successful, and in that regard, any unsuccessful versions of our Sites could
also adversely affect our business.
IN THE EVENT THAT WE ARE UNABLE TO SUCCESSFULLY COMPETE WITHIN THE AUTOMOTIVE
DISCUSSION FORUM BUSINESS, WE MAY NOT BE ABLE TO ACHIEVE PROFITABLE OPERATIONS.
We face substantial competition in the industry. Due to our small size, it can
be assumed that many of our competitors have significantly greater financial,
technical, marketing and other competitive resources. These competitors may have
completed development of their Sites and are presently marketing these to
potential customers. Accordingly, these competitors may have already begun to
establish brand-recognition with consumers. We will attempt to compete against
these competitors by developing features that exceed the features offered by
competing Sites. However, we cannot assure investors that our Sites will
outperform competing Sites or those competitors will not develop new Sites that
exceed what we provide. In addition, we may face competition based on price. If
our competitors lower the prices on their advertising, then it may not be
possible for us to market our advertisements at prices that are economically
viable. Increased competition could result in:
* Lower than projected revenues;
* Price reductions and lower profit margins;
* The inability to develop and maintain our products with features and
usability sought by potential customers.
Any one of these results could adversely affect our business, financial
condition and results of operations. In addition, our competitors may develop
competing Sites that achieve greater market acceptance. It is also possible that
new competitors may emerge and acquire significant market share. Our inability
to achieve sales and revenue due to competition will have an adverse effect on
our business, financial condition and results of operations.
IF WE ARE UNABLE TO KEEP OUR SITES OPERATIONAL TO OUR CONSUMERS' SPECIFICATIONS,
WE COULD SUFFER LOST SALES. The success of our business depends on our ability
to keep our Sites operational to our consumers' specifications. However, we are
dependent third parties for server and site maintenance required to keep our
Sites operational. Disruptions in the business of these third party businesses
could impact the availability of our Sites, which could result in cancelled
advertising sales.
IF WE ARE UNABLE TO SUCCESSFULLY MANAGE GROWTH, OUR OPERATIONS COULD BE
ADVERSELY AFFECTED.
Our progress is expected to require the full utilization of our management,
financial and other resources, which to date has occurred with limited working
capital. Our ability to manage growth effectively will depend on our ability to
improve and expand operations, including our financial and management
information systems, and to recruit, train and manage sales personnel. There can
be no absolute assurance that management will be able to manage growth
effectively.
RISKS ASSOCIATED WITH MANAGEMENT AND CONTROL PERSONS
BECAUSE OUR MANAGEMENT IS INEXPERIENCED IN OPERATING AN AUTOMOTIVE INTERNET
BUSINESS, OUR BUSINESS PLAN MAY FAIL.
Our management does not have any specific training in running an automotive
Internet business. With no direct training or experience in this area, our
management may not be fully aware of many of the specific requirements related
to working within this industry. As a result, our management may lack certain
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skills that are advantageous in managing our company. Consequently, our
operations, earnings, and ultimate financial success could suffer irreparable
harm due to management's lack of experience in this industry.
BECAUSE OUR MANAGEMENT HAS ONLY AGREED TO PROVIDE THEIR SERVICES ON A PART-TIME
BASIS, THEY MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO
OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Cally Ka Lai Lai, our president and CEO, devotes 10 to 15 hours per week to our
business affairs. We do not have an employment agreement with Cally Ka Lai Lai,
nor do we maintain key life insurance for her. Currently, we do not have any
full or part-time employees. If the demands of our business require the full
business time of our management, it is possible that they may not be able to
devote sufficient time to the management of our business, as and when needed. If
our management is unable to devote a sufficient amount of time to manage our
operations, our business will fail.
IF WE ARE UNABLE TO HIRE AND RETAIN KEY PERSONNEL, WE MAY NOT BE ABLE TO
IMPLEMENT OUR BUSINESS PLAN.
Due to the specified nature of our business, having certain key personnel is
essential to the development and marketing of the Site, to the sale of
advertising, and thus to the entire business itself. Consequently, the loss of
any of those individuals may have a substantial effect on our future success or
failure. We may have to recruit qualified personnel with competitive
compensation packages, equity participation, and other benefits that may affect
the working capital available for our operations. Management may have to seek to
obtain outside independent professionals to assist them in assessing the merits
and risks of any business proposals as well as assisting in the development and
operation of many company projects. No assurance can be given that we will be
able to obtain such needed assistance on terms acceptable to us. Our failure to
attract additional qualified employees or to retain the services of key
personnel could have a material adverse effect on our operating results and
financial condition.
BECAUSE OUR PRESIDENT, CALLY KA LAI LAI, AND OUR DIRECTOR, WEI XIANG ZENG OWN
52.6% OF OUR OUTSTANDING COMMON STOCK, INVESTORS MAY FIND THAT CORPORATE
DECISIONS INFLUENCED BY CALLY KA LAI LAI AND WEI XIANG ZENG ARE INCONSISTENT
WITH THE BEST INTERESTS OF OTHER STOCKHOLDERS.
Cally Ka Lai Lai is our president, chief executive officer and a director. She
owns approximately 26.3% of the outstanding shares of our common stock. Wei
Xiang Zeng is a director. He owns approximately 26.3% of the outstanding shares
of our common stock. Accordingly, they will have an overwhelming influence in
determining the outcome of all corporate transactions or other matters,
including mergers, consolidations and the sale of all or substantially all of
our assets, and also the power to prevent or cause a change in control. While we
have no current plans with regard to any merger, consolidation or sale of
substantially all of our assets, the interests of Cally Ka Lai Lai and Wei Xiang
Zeng may still differ from the interests of the other stockholders.
BECAUSE OUR PRESIDENT, CALLY KA LAI LAI, AND OUR DIRECTOR, WEI XIANG ZENG, OWN A
COMBINED 52.6% OF OUR OUTSTANDING COMMON STOCK, THE MARKET PRICE OF OUR SHARES
WOULD MOST LIKELY DECLINE IF THEY WERE TO SELL A SUBSTANTIAL NUMBER OF SHARES
ALL AT ONCE OR IN LARGE BLOCKS.
Our president, Cally Ka Lai Lai owns 500,000 shares of our common stock, which
equates to 26.3% of our outstanding common stock. Our director, Wei Xiang Zeng,
owns 500,000 shares of our common stock, which equates to 26.3% of our
outstanding common stock. There is presently no public market for our common
stock although we plan to apply for quotation of our common stock on the NASD
over-the-counter bulletin board upon the effectiveness of the registration
statement of which this prospectus forms a part. If our shares are publicly
traded on the over-the-counter bulletin board, Cally Ka Lai Lai and Wei Xiang
Zeng will be eligible to sell their shares publicly subject to the volume
limitations in Rule 144. The offer or sale of a large number of shares at any
price may cause the market price to fall. Sales of substantial amounts of common
stock or the perception that such transactions could occur may materially and
adversely affect prevailing markets prices for our common stock.
11
RISKS RELATED TO LEGAL UNCERTAINTY
IF OUR PRODUCTS SOLD THROUGH OUR SITES ARE FOUND TO CAUSE INJURY, HAVE DEFECTS,
OR FAIL TO MEET INDUSTRY STANDARDS, WE MAY INCUR SUBSTANTIAL LITIGATION,
JUDGMENT, AND PRODUCT LIABILITY COSTS, WHICH WILL INCREASE OUR LOSSES AND
NEGATIVELY AFFECT OUR BRAND NAME REPUTATION AND USE OF OUR MARKETPLACE.
Although we will not be selling any products directly, we may be subject to
liability for any accidents or injury that may occur in connection with the use
of products purchased through our Site due to claims of defective design,
integrity or durability of the products. We do not currently maintain liability
insurance coverage for such claims. If we are unable to obtain such insurance,
product liability claims could adversely affect our brand name reputation,
revenues and ultimately lead to losses. The occurrence of any claims, judgments,
or product recalls will negatively affect our brand name image and product
sales, as well as lead to additional costs.
EVEN THOUGH WE ARE NOT MANUFACTURING ANY PRODUCTS OURSELVES, IF ANY OF THE
PRODUCTS SOLD THROUGH OUR MARKETPLACE INFRINGE ON THE INTELLECTUAL PROPERTY
RIGHTS OF OTHERS, WE MAY FIND OURSELVES INVOLVED IN COSTLY LITIGATION, WHICH
WILL NEGATIVELY AFFECT THE FINANCIAL RESULTS OF OUR BUSINESS OPERATIONS.
Although we have not received notices of any alleged infringement, we cannot be
certain that the products sold through our Sites do not and will not infringe on
issued trademarks and/or copyright rights of others. We may be subject to legal
proceedings and claims from time to time in our ordinary course of business
arising out of intellectual property rights of others. These legal proceedings
can be very costly, and thus can negatively affect the results of our
operations.
NEW LEGISLATION, INCLUDING THE SARBANES-OXLEY ACT OF 2002, MAY MAKE IT MORE
DIFFICULT FOR US TO RETAIN OR ATTRACT OFFICERS AND DIRECTORS.
The Sarbanes-Oxley Act of 2002 was enacted in response to public concerns
regarding corporate accountability in connection with recent accounting
scandals. The stated goals of the Sarbanes-Oxley Act are to increase corporate
responsibility, to provide for enhanced penalties for accounting and auditing
improprieties at publicly traded companies, and to protect investors by
improving the accuracy and reliability of corporate disclosures pursuant to the
securities laws. The Sarbanes-Oxley Act generally applies to all companies that
file or are required to file periodic reports with the SEC, under the Securities
Exchange Act of 1934. Upon becoming a public company, we will be required to
comply with the Sarbanes-Oxley Act. The enactment of the Sarbanes-Oxley Act of
2002 has resulted in a series of rules and regulations by the SEC that increase
responsibilities and liabilities of directors and executive officers. The
perceived increased personal risk associated with these recent changes may deter
qualified individuals from accepting these roles. As a result, it may be more
difficult for us to attract and retain qualified persons to serve on our board
of directors or as executive officers. We continue to evaluate and monitor
developments with respect to these rules, and we cannot predict or estimate the
amount of additional costs we may incur or the timing of such costs.
ITEM 2. DESCRIPTION OF PROPERTY
We do not lease or own any real property. We maintain our corporate office at
409 - 4th Floor, Tsui King House, Choi Lung Estate, Howloon, Hong Kong. As our
business operations grow, it may be necessary for us to seek additional office
space.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of our security holders during the fourth
quarter of fiscal 2008.
12
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock trades on the OTC Bulletin Board under the symbol JIJE. We have
had no trades of our securities during the period covered in this annual report.
At December 29, 2009, there were 38 holders of record of our common stock.
We have neither declared nor paid any cash dividends on our capital stock and do
not anticipate paying cash dividends in the foreseeable future. Our current
policy is to retain any earnings in order to finance the expansion of our
operations. Our board of directors will determine future declaration and payment
of dividends, if any, in light of the then-current conditions they deem
relevant.
As of September 30, 2009, we have not granted any stock options or authorized
securities for issuance under an equity compensation plan.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following is a discussion of the financial condition and results of
operations of Jin Jie Corp. for the years ended September 30, 2009 and 2008.
This discussion should be read in conjunction with the consolidated financial
statements and notes thereto included elsewhere in this report.
SAFE HARBOR STATEMENT
Certain statements contained in this Form 10-K constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the Exchange Act. These
statements, identified by words such as "anticipate," "believe," "estimate,"
"should," "expect" and similar expressions, include our expectations and
objectives regarding our future financial position, operating results and
business strategy. These statements reflect the current views of management with
respect to future events and are subject to risks, uncertainties and other
factors that may cause our actual results, performance or achievements, or
industry results, to be materially different from and worse than those described
in the forward-looking statements. Such risks and uncertainties include those
set forth in this section and elsewhere in this Form 10-K.
The following "Safe Harbor" Statement is made pursuant to the Private Securities
Litigation Reform Act of 1995. Certain of the statements contained in the body
of this Report are forward-looking statements (rather than historical facts)
that are subject to risks and uncertainties that could cause actual results to
differ materially from those described in the forward-looking statements. With
respect to such forward-looking statements, we seek the protections afforded by
the Private Securities Litigation Reform Act of 1995. These risk factors are
intended to identify certain of the principal factors that could cause actual
results to differ materially from those described in the forward-looking
statements included elsewhere herein. These factors are not intended to
represent a complete list of all risks and uncertainties inherent in our
business, and should be read in conjunction with the more detailed cautionary
statements included in our other publicly filed reports.
OVERVIEW
We are a development stage company with limited operations and no revenues from
our business operations. Our registered independent auditors have issued a going
concern opinion. This means that our registered independent auditors believe
there is substantial doubt that we can continue as an on-going business for the
next 12 months. We do not anticipate that we will generate significant revenues
until we can deploy a website capable of accepting books in a number of
different electronic formats, of creating an online inventory of titles, and of
offering these e-books for sale in downloadable fashion. Accordingly, we must
raise cash from sources other than our operations in order to implement our
sales and marketing plan.
13
PLAN OF OPERATION
Our specific goal is to outsource the development of our website and to launch
our marketing plan.
DEVELOPING OUR WEB SITE
Over the next twelve months we intend to contract with a web developer to
develop our Web Site from its beta stage to fully functioning. We plan to focus
on adding discussion forums, links to outside sites, and a marketplace, as
described previously. After the Site is operational, we intend to continually
update and improve our Site based upon feedback from Users and advertisers. We
have incurred approximately $2,722 in Web Site development expenses as of
September 30, 2009. We expect to incur an additional approximately $7,000 in Web
Site development expenses over the next twelve months. We expect to spend a
total of approximately $2,000 over the next twelve months for web hosting
services.
MARKETING AND SITE PROMOTION
Over the next twelve months, our President, Cally Ka Lai Lai, will spend a
portion of her available time in promoting our Site both directly and by
contracting with others to perform related services. We will promote the site by
attending automotive trade shows to make industry contacts, seeking public
relations coverage in traditional and online media, posting messages on
automotive forums, purchasing ads on search engines, programming key phrases to
gain high listing on search engines, and engaging in other activities designed
to increase the flow of traffic to our site.
ONLINE ADVERTISING SALES
We intend to establish and expand our Internet advertising business by forming
relationships with and providing exceptional customer service to potential
advertisers. As an on-going process over the next twelve months, we will market
our online advertising services to companies that we believe will benefit from
advertising to our Web Site visitors. We plan on generating sales leads for
online advertising by sending a detailed marketing package to companies that we
decide to target, based upon their involvement in the automotive industry,
corporate goals, and Internet presence.
We will then follow up with telephone sales calls. We will also take advantage
of the network of contacts available to us through our president and our
director, establish new contacts by attending automotive industry trade shows
and conventions, and contact advertising agencies that specialize in placing
online advertisements. Our President, Cally Ka Lai Lai, is responsible for
marketing and selling our online advertising services. Therefore, we don't
anticipate that we will incur any significant expenses in marketing and selling
these services during the next twelve months.
OFF BALANCE SHEET TRANSACTIONS
We have had no off balance sheet transactions.
SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment for the next twelve
months.
RESULTS OF OPERATIONS
REVENUES
We had no revenues for the period from July 17, 2007 (date of inception),
through September 30, 2009.
EXPENSES
Our expenses for the twelve month periods ended September 30, 2009 and 2008,
were $17,654 and $32,168 respectively. During the period from July 17, 2007
(date of inception), through September 30, 2009, we incurred expenses of
14
$63,544. These expenses were comprised primarily of general and administrative,
and legal and accounting expenses, as well as banking fees.
NET INCOME (LOSS)
Our net loss for the twelve-month periods ended September 30, 2009 and 2008, was
$17,654 and $32,168. During the period from July 17, 2007 (date of inception),
through September 30, 2009, we incurred a net loss of $63,544. This loss
consisted primarily of incorporation costs, legal and accounting fees,
consulting fees, website hosting costs, and administrative expenses. Since
inception, we have sold 1,900,000 shares of common stock.
PURCHASE OR SALE OF EQUIPMENT
We do not expect to purchase or sell any plant or significant equipment.
LIQUIDITY AND CAPITAL RESOURCES
Our balance sheet as of September 30, 2009 reflects assets of $13,061 in the
form of cash and cash equivalents and prepaid expenses. Since inception, we have
sold 1,900,000 shares of common stock with gross proceeds of $69,000. However,
cash resources provided from our capital formation activities have, from
inception, been insufficient to provide the working capital necessary to operate
our Company.
We anticipate generating losses in the near term, and therefore, may be unable
to continue operations in the future. If we require additional capital, we would
have to issue debt or equity or enter into a strategic arrangement with a third
party. There can be no assurance that additional capital will be available to
us. We currently have no agreements, arrangements, or understandings with any
person to obtain funds through bank loans, lines of credit, or any other
sources.
GOING CONCERN CONSIDERATION
Our registered independent auditors included an explanatory paragraph in their
report on the accompanying financial statements regarding concerns about our
ability to continue as a going concern. Our financial statements contain
additional note disclosures describing the circumstances that lead to this
disclosure by our registered independent auditors.
Due to this doubt about our ability to continue as a going concern, management
is open to new business opportunities which may prove more profitable to the
shareholders of Jin Jie Corp. Historically, we have been able to raise a limited
amount of capital through private placements of our equity stock, but we are
uncertain about our continued ability to raise funds privately. Further, we
believe that our company may have difficulties raising capital until we locate a
prospective business opportunity through which we can pursue our plan of
operation. If we are unable to secure adequate capital to continue our
acquisition efforts, our business may fail and our stockholders may lose some or
all of their investment.
Should our original business plan fail, we anticipate that the selection of a
business opportunity in which to participate will be complex and without
certainty of success. Management believes that there are numerous firms in
various industries seeking the perceived benefits of being a publicly registered
corporation. Business opportunities may be available in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex. We can provide no assurance that we will be
able to locate compatible business opportunities.
ITEM 8. FINANCIAL STATEMENTS
Our Financial Statements and the related notes are set forth commencing on F-1
attached hereto.
15
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
An evaluation was carried out under the supervision and with the participation
of our management, including our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) in
effect as of September 30, 2009. Based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that, as of September 30, 2009,
the design and operation of these disclosure controls and procedures were
effective in timely alerting them to the material information relating to the
Company required to be included in its periodic filings with the Securities and
Exchange Commission.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act. Our internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of our financial statements for external
reporting purposes in accordance with U.S. generally accepted accounting
principles. It should be noted, however, that because of inherent limitations,
any system of internal controls, however well-designed and operated, can provide
only reasonable, but not absolute, assurance that financial reporting objectives
will be met. In addition, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate
because of changes in conditions or that the degree of compliance with the
policies or procedures may deteriorate.
Our management, including our Chief Executive Officer and Chief Financial
Officer, assessed the effectiveness of our internal control over financial
reporting as of September 30, 2009. Based on the results of its assessment,
management concluded that the Company's internal control over financial
reporting was effective as of September 30, 2009.
This annual report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this annual report.
This report shall not be deemed to be filed for purposes of Section 18 of the
Exchange Act or otherwise subject to the liabilities of that section.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in the Company's internal control over financial reporting
during its most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting.
ITEM 9B. OTHER INFORMATION
None.
16
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
EXECUTIVE OFFICER AND DIRECTORS
Our Officers and Directors and their ages and positions are as follows:
Our officers and directors and their ages and positions are as follows:
Name Age Position
---- --- --------
Cally Ka Lai Lai 44 President, Secretary, Treasurer, and Director
Wei Xiang Zeng 37 Director
CALLY KA LAI LAI is our sole officer and a director. In 1986 Cally Ka Lai Lai
graduated college in Commercial Studies with a London Chamber of Commerce
intermediate level accounting degree. From 1986 to 1988 she was an Accounting
secretary with Pacific Asian Bank (now Bank of America). Since 1988 she has been
an independent immigration consultant working with several immigration law firms
where her duties include acquiring new clients and assessing their prospects for
immigration and if requirements are met then preparing all the required
documentation for the lawyers.
WEI XIANG ZENG is a director. Mr. Zeng has comprehensive experience in the
automotive industry. In 1993 he graduated from Guangzhou Light Industry College.
From 1994 to 1996 he was a Taxi License Owner. From 1996 to 2002 Mr. Zeng was
the department manager of an automotive repair and body shop. Since 2002 he has
owned an automotive repair shop, where he currently manages over 20 employees.
AUDIT COMMITTEE
We do not have an audit committee at this time.
CODE OF ETHICS
We currently do not have a Code of Ethics.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our
directors, executive officers, and stockholders holding more than 10% of our
outstanding common stock, to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in beneficial ownership of
our common stock. Executive officers, directors and greater-than-10%
stockholders are required by SEC regulations to furnish us with copies of all
Section 16(a) reports they file. To our knowledge, based solely on review of the
copies of such reports furnished to us for the period ended September 31, 2008,
no Section 16(a) reports required to be filed by our executive officers,
directors and greater-than-10% stockholders were not filed on a timely basis.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the cash compensation paid to the Chief Executive
Officer and to all other executive officers for services rendered during the
fiscal year ended September 30, 2009.
17
SUMMARY COMPENSATION TABLE
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Totals($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- ---------
Cally Ka Lai Lai 2007 0 0 0 0 0 0 0 0
2008 0 0 0 0 0 0 0 0
2009 0 0 0 0 0 0 0 0
Wei Xiang Zeng 2007 0 0 0 0 0 0 0 0
2008 0 0 0 0 0 0 0 0
2009 0 0 0 0 0 0 0 0
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Option Awards Stock Awards
----------------------------------------------------------------- ------------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options Options Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable(#) Unexercisable(#) Options(#) Price($) Date Vested(#) Vested($) Vested(#) Vested(#)
---- -------------- ---------------- ---------- -------- ---- --------- --------- --------- ---------
Cally Ka 0 0 0 -- -- 0 -- 0 --
Lai Lai
Wei Xiang 0 0 0 -- -- 0 -- 0 --
Zeng
OPTION GRANTS AND EXERCISES
There were no option grants or exercises by any of the executive officers named
in the Summary Compensation Table above.
EMPLOYMENT AGREEMENTS
We have not entered into employment and/or consultant agreements with our
Directors and officers.
COMPENSATION OF DIRECTORS
All directors receive reimbursement for reasonable out-of-pocket expenses in
attending board of directors meetings and for promoting our business. From time
to time we may engage certain members of the board of directors to perform
services on our behalf. In such cases, we compensate the members for their
services at rates no more favorable than could be obtained from unaffiliated
parties. Our directors have not received any compensation for the fiscal year
ended September 30, 2009.
18
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth the number and percentage of shares of our common
stock owned as of December 29, 2008, by the following persons: (i) stockholders
known to us who own 5% or more of our outstanding shares, (ii) each of our
Directors, and (iii) our officers and Directors as a group. Unless otherwise
indicated, each of the stockholders has sole voting and investment power with
respect to the shares beneficially owned.
Name and Address Amount and Nature Percentage of
Title of Class of Beneficial Owner (2) of Beneficial Ownership Class (1)
-------------- ----------------------- ----------------------- ---------
Common Stock Cally Ka Lai Lai 500,000 26.3 %
Common Stock Wei Xiang Zeng 500,000 26.3 %
all officers
as a Group 1,000,000 52.6 %
----------
(1) Based on 1,900,000 shares of our common stock outstanding.
CHANGES IN CONTROL
There are no existing arrangements that may result in a change in control of the
Company.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.
The following table sets forth information regarding our equity compensation
plans.
Number of Securities to be Number of Securities
Issued Upon Exercise of Weighted-Average Exercise Remaining Available for
Outstanding Options, Price of Outstanding Options, Future Issuance Under
Warrants and Rights Warrants and Rights Equity Compensation Plans
Plan Category (a) (b) (excluding column (a))
------------- ------------------- ------------------- -------------------------
Equity compensation plans -- -- --
approved by security
holders
Equity compensation plans -- -- --
not approved by security
holders
Total -- -- --
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Other than the transactions discussed below, we have not entered into any
transaction nor are there any proposed transactions in which any of our
Directors, executive officers, stockholders or any member of the immediate
family of any of the foregoing had or is to have a direct or indirect material
interest.
19
As of September 30, 2009, there is a balance owing to one of our stockholders in
the amount of $500. This balance is unsecured, non-interest bearing and has no
specific terms of repayment.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
AUDIT FEES
For the year ended September 30, 2009, Maddox Ungar Silberstein PLLC billed us
for $4,300 (2008: $4,300) in audit fees.
REVIEW FEES
Maddox Ungar Silberstein PLLC, billed us $3,000 (2008: $3,000) for reviews of
our quarterly financial statements in 2009 and are not reported under Audit Fees
above.
TAX AND ALL OTHER FEES
We did not pay any fees to Maddox Ungar Silberstein PLLC for tax compliance, tax
advice, tax planning or other work during our fiscal year ended September 30,
2009.
PRE-APPROVAL POLICIES AND PROCEDURES
We have implemented pre-approval policies and procedures related to the
provision of audit and non-audit services. Under these procedures, our board of
directors pre-approves all services to be provided by Maddox Ungar Silberstein
PLLC and the estimated fees related to these services.
With respect to the audit of our financial statements as of September 30, 2009
and for the years then ended, none of the hours expended on Maddox Ungar
Silberstein PLLC engagement to audit those financial statements were attributed
to work by persons other than Maddox Ungar Silberstein PLLC's full-time,
permanent employees.
ITEM 15. EXHIBITS
Exhibit
Number Description of Exhibit
------ ----------------------
31.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
31.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
32.1 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
20
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
JIN JIE CORP.
January 13, 2010 By: /s/ Cally Ka Lai Lai
---------------------------------------------
Cally Ka Lai Lai
President, Treasurer, Secretary, and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated.
Signatures Title Date
---------- ----- ----
/s/ Cally Ka Lai Lai President, Treasurer, Secretary, and Director January 13, 2010
---------------------------
Cally Ka Lai Lai
21
JIN JIE CORP.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
SEPTEMBER 30, 2009
Report of Independent Registered Public Accounting Firm F-2
Balance Sheets as of September 30, 2009 and 2008 F-3
Statements of Operations for the years ended
September 30, 2009 and 2008 and the period from
July 17, 2007 (date of inception) to September 30, 2009 F-4
Statement of Stockholders' Equity as of September 30, 2009 F-5
Statements of Cash Flows for the years ended
September 30, 2009 and 2008 and the period from
July 17, 2007 (date of inception) to September 30, 2009 F-6
Notes to the Financial Statements F-7
F-1
Maddox Ungar Silberstein, PLLC CPAs and Business Advisors
--------------------------------------------------------------------------------
Phone (248) 203-0080
Fax (248) 281-0940
30600 Telegraph Road, Suite 2175
Bingham Farms, MI 48025-4586
www.maddoxungar.com
Report of Independent Registered Public Accounting Firm
To the Board of Directors of
Jin Jie Corp.
Kowloon, Hong Kong, China
We have audited the accompanying balance sheets of Jin Jie Corp. (the "Company")
as of September 30, 2009 and 2008, and the related statements of operations,
stockholders' equity, and cash flows for the years then ended and for the period
from July 17, 2007 (Date of Inception) through September 30, 2009. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Jin Jie Corp. as of September
30, 2009 and 2008 and the results of its operations and its cash flows for the
years then ended and the period from July 17, 2007 (Date of Inception) through
September 30, 2009 in conformity with accounting principles generally accepted
in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 7 to the
financial statements, the Company has begative working capital, has not yet
received revenue from sales of products or services, and has incurred losses
from operations. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans with regard to these
matters are described in Note 7. The accompanying financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/ Maddox Ungar Silberstein, PLLC
-----------------------------------------
Bingham Farms, Michigan
January 11, 2010
F-2
JIN JIE CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
AS OF SEPTEMBER 30, 2009 AND 2008
September 30, September 30,
2009 2008
-------- --------
ASSETS
Current Assets
Cash $ 12,368 $ 23,478
Prepaid expenses 693 3,632
-------- --------
Total Current Assets 13,061 27,110
-------- --------
TOTAL ASSETS $ 13,061 $ 27,110
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities $ 7,105 $ 3,500
Due to stockholder 500 500
-------- --------
Total Current Liabilities 7,605 4,000
-------- --------
Total Liabilities 7,605 4,000
-------- --------
Stockholders' Equity
Common stock - 100,000,000 par value $0.001 shares authorized;
1,900,000 common shares issued and outstanding 1,900 1,900
Additional paid in capital 67,100 67,100
Deficit accumulated during the development stage (63,544) (45,890)
-------- --------
Total Stockholders' Equity 5,456 23,110
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 13,061 $ 27,110
======== ========
The accompanying notes are an integral part of these financial statements.
F-3
JIN JIE CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008
FOR THE PERIOD FROM JULY 17, 2007 (INCEPTION) TO SEPTEMBER 30, 2009
Period from
July 17, 2007
Year ended Year ended (Inception) to
September 30, September 30, September 30,
2009 2008 2009
---------- ---------- ----------
REVENUE $ -- $ -- $ --
---------- ---------- ----------
OPERATING EXPENSES
Accounting and legal 10,500 19,049 33,049
General & Administrative 1,469 410 1,879
Website development costs -- -- 2,722
Filing fees 5,685 8,709 14,394
Consulting Fees -- 4,000 11,000
Incorporation costs -- -- 500
---------- ---------- ----------
LOSS BEFORE INCOME TAXES (17,654) (32,168) (63,544)
PROVISION FOR INCOME TAXES -- -- --
---------- ---------- ----------
NET LOSS $ (17,654) $ (32,168) $ (63,544)
========== ========== ==========
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.01) $ (0.02)
========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 1,840,000 1,840,000
========== ==========
The accompanying notes are an integral part of these financial statements.
F-4
JIN JIE CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008
FOR THE PERIOD FROM JULY 17, 2007 (INCEPTION) TO SEPTEMBER 30, 2009
Deficit
Accumulated
Common Stock Additional during the
-------------------- Paid in Development
Shares Amount Capital Stage Total
------ ------ ------- ----- -----
Balance, July 17, 2007 (date of inception) -- $ -- $ -- $ -- $ --
Common shares issued, July 17, 2007 1,900,000 1,900 67,100 -- 69,000
Net loss for the period ended
September 30, 2007 -- -- -- (13,722) (13,722)
--------- ------- -------- -------- --------
Balance, September 30, 2007 1,900,000 1,900 67,100 (13,722) 55,278
Net loss for the year ended
September 30, 2008 -- -- -- (32,168) (32,168)
--------- ------- -------- -------- --------
Balance, September 30, 2008 1,900,000 1,900 67,100 (45,890) 23,110
Net loss for the year ended
September 30, 2009 -- -- -- (17,654) (17,654)
--------- ------- -------- -------- --------
Balance, September 30, 2009 1,900,000 $ 1,900 $ 67,100 $(63,544) $ 5,456
========= ======= ======== ======== ========
The accompanying notes are an integral part of these financial statements.
F-5
JIN JIE CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30, 2009 AND 2008
FOR THE PERIOD FROM JULY 17, 2007 (INCEPTION) TO SEPTEMBER 30, 2009
Period from
July 17, 2007
Year ended Year ended (Inception) to
September 30, September 30, September 30,
2009 2008 2009
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $(17,654) $(32,168) $(63,544)
Adjustments to reconcile net (loss) to net
cash (used in) operating activities:
(Increase) Decrease in prepaid expenses 2,939 (3,632) (693)
Increase (Decrease) in accrued liabilities 3,605 (9,722) 7,105
Increase in due to stockholder -- -- 500
-------- -------- --------
Net cash used in operating activities (11,110) (45,222) (56,632)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock -- -- 69,000
-------- -------- --------
Net cash provided by financing activities -- -- 69,000
-------- -------- --------
Change in cash during the period (11,110) (45,222) 12,368
Cash, beginning of the period 23,478 69,000 --
-------- -------- --------
Cash, end of the period $ 12,368 $ 23,478 $ 12,368
======== ======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes $ -- $ -- $ --
======== ======== ========
Cash paid for interest $ -- $ -- $ --
======== ======== ========
The accompanying notes are an integral part of these financial statements.
F-6
JIN JIE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
NOTE 1 - NATURE OF OPERATIONS
Jin Jie Corp. ("the Company"), incorporated in the state of Nevada on July 17,
2007, and is in the business of developing and promoting its proprietary
automotive Internet Sites. The company has limited operations and is considered
to be in the development stage.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
MANAGEMENT CERTIFICATION
The financial statements herein are certified by the officers of the Company to
present fairly, in all material respects, the financial position, results of
operations and cash flows for the periods presented in conformity with
accounting principles generally accepted in the United States of America,
consistently applied.
FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash and cash equivalents,
prepaid expenses, accounts payable, and amounts due to stockholder. The amount
due to stockholder is non interest-bearing. It is management's opinion that the
Company is not exposed to significant interest, currency or credit risks arising
from its other financial instruments and that their fair values approximate
their carrying values except where separately disclosed.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles of the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the year.
The more significant areas requiring the use of estimates include asset
impairment, stock-based compensation, and future income tax amounts. Management
bases its estimates on historical experience and on other assumptions considered
to be reasonable under the circumstances. However, actual results may differ
from the estimates.
LOSS PER SHARE
Basic loss per share is calculated using the weighted average number of common
shares outstanding and the treasury stock method is used to calculate diluted
earnings per share. For the years presented, this calculation proved to be
anti-dilutive.
DIVIDENDS
The Company has not adopted any policy regarding payment of dividends. No
dividends have been paid during the period shown.
F-7
JIN JIE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES
The Company provides for income taxes uisng an asset and liability approach.
Deferred tax assets are reduced by a valuation allowance if, based on the weight
of available evidence, it is more likely than not that some or all of the
deferred tax assets will not be realized. No provision for income taxes is
included in the statement due to its immaterial amount, net of the allowance
account, based on the likelihood of the Company to utilize the loss
carry-forward.
NET INCOME (LOSS) PER COMMON SHARE
Net income (loss) per common share is computed based on the weighted average
number of common shares outstanding and common stock equivalents, if not
anti-dilutive. The Company has not issued any potentially dilutive common
shares.
NOTE 3 - DUE TO STOCKHOLDER
The amount owing to stockholder is unsecured, non-interest bearing and has no
specific terms of repayment.
NOTE 4 - COMMON STOCK
Common Shares - Authorized: The Company has 50,000,000 common shares authorized
at a par value of $0.001 per share.
Common Shares - Issued and Outstanding: During the year ended September 30,
2007, the Company issued 1,900,000 common shares for total proceeds of $69,000.
There were no additional shares issued during the years ended September 30, 2009
and 2008. As of September 30, 2009, the Company has no warrants or options
outstanding.
NOTE 5 - INCOME TAXES
The Company provides for income taxes using an asset and liability approach.
Deferred tax assets and liabilities are recorded based on the differences
between the financial statement and tax bases of assets and liabilities and the
tax rates in effect currently.
Deferred tax assets are reduced by a valuation allowance if, based on the weight
of available evidence, it is more likely than not that some or all of the
deferred tax assets will not be realized. In the Company's opinion, it is
uncertain whether they will generate sufficient taxable income in the future to
fully utilize the net deferred tax asset. Accordingly, a valuation allowance
equal to the deferred tax asset has been recorded. The total deferred tax asset
is $13,980, which is calculated by multiplying a 22% estimated tax rate by the
cumulative net operating losses of $63,544.
F-8
JIN JIE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
NOTE 6 - RELATED PARTY TRANSACTIONS
As of September 30, 2009, there is a balance owing to a stockholder of the
Company in the amount of $500.
The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities that become available. They may face a conflict in selecting
between the Company and other business interests. The Company has not formulated
a policy for the resolution of such conflicts.
NOTE 7 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the
company will continue as a going concern. As discussed in the notes to the
financial statements, the Company has no established source of revenue. This
raises substantial doubt about the Company's ability to continue as a going
concern. Without realization of additional capital, it would be unlikely for the
Company to continue as a going concern. The financial statements do not include
any adjustments that might result from this uncertainty.
The Company's activities to date have been supported by equity financing. It has
sustained losses in all previous reporting periods with an inception to date
loss of $63,544 as of September 30, 2009. Management continues to seek funding
from its shareholders and other qualified investors to pursue its business plan.
In the alternative, the Company may be amenable to a sale, merger or other
acquisition in the event such transaction is deemed by management to be in the
best interests of the shareholders.
NOTE 8 - SUBSEQUENT EVENTS
The Company has analyzed its operations subsequent to September 30, 2009 through
the date these financial statements were submitted to the Securities and
Exchange Commission, and has determined that it does not have any material
subsequent events to disclose in these financial statements.
NOTE 9 - RECENT ACCOUNTING PRONOUNCEMENTS
Below is a listing of the most recent accounting standards SFAS 150-154 and
their effect on the Company.
STATEMENT NO. 150 - ACCOUNTING FOR CERTAIN FINANCIAL INSTRUMENTS WITH
CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY (ISSUED 5/03)
This Statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity.
F-9
JIN JIE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
NOTE 9 - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
STATEMENT NO. 151 - INVENTORY COSTS-AN AMENDMENT OF ARB NO. 43, CHAPTER 4
(ISSUED 11/04)
This statement amends the guidance in ARB No. 43, Chapter 4, INVENTORY PRICING,
to clarify the accounting for abnormal amounts of idle facility expense,
freight, handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43,
Chapter 4, previously stated that "...under some circumstances, items such as
idle facility expense, excessive spoilage, double freight and re-handling costs
may be so abnormal ass to require treatment as current period charges...." This
Statement requires that those items be recognized as current-period charges
regardless of whether they meet the criterion of "so abnormal." In addition,
this Statement requires that allocation of fixed production overheads to the
costs of conversion be based on the normal capacity of the production
facilities.
STATEMENT NO. 152 - ACCOUNTING FOR REAL ESTATE TIME-SHARING TRANSACTIONS (AN
AMENDMENT OF FASB STATEMENTS NO. 66 AND 67)
This Statement amends FASB Statement No. 66, ACCOUNTING FOR SALES OF REAL
ESTATE, to reference the financial accounting and reporting guidance for real
estate time-sharing transactions that is provided in AICPA Statement of Position
(SOP) 04-2, ACCOUNTING FOR REAL ESTATE TIME-SHARING TRANSACTIONS.
This Statement also amends FASB Statement No. 67, Accounting FOR COSTS AND
INITIAL RENTAL OPERATIONS OF REAL ESTATE PROJECTS, states that the guidance for
(a) incidental operations and (b) costs incurred to sell real estate projects
does not apply to real estate time-sharing transactions. The accounting for
those operations and costs is subject to the guidance in SOP 04-2.
STATEMENT NO. 153 - EXCHANGES OF NON-MONETARY ASSETS (AN AMENDMENT OF APB
OPINION NO. 29)
The guidance in APB Opinion No. 29, ACCOUNTING FOR NON-MONETARY TRANSACTIONS, is
based on the principle that exchanges of non-monetary assets should be measured
based on the fair value of the assets exchanged. The guidance in that Opinion,
however, includes certain exceptions to the principle. This Statement amends
Opinion 29 to eliminate the exception for non-monetary exchanges of similar
productive assts and replaces it with a general exception for exchanges of
non-monetary assets that do not have commercial substance. A non-monetary
exchange has commercial substance if the future cash flows of the entity are
expected to change significantly as a result of the exchange.
F-10
JIN JIE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
NOTE 9 - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
STATEMENT NO. 154 - ACCOUNTING CHANGES AND ERROR CORRECTIONS (A REPLACEMENT OF
APB OPINION NO. 20 AND FASB STATEMENT NO. 3)
This Statement replaces APB Opinion No. 20, ACCOUNTING CHANGES, and FASB
Statement No. 3, REPORTING ACCOUNTING CHANGES IN INTERIM FINANCIAL STATEMENTS,
and changes the requirements for the accounting for and reporting of a change in
accounting principle. This Statement applies to all voluntary changes in
accounting principle. It also applies to changes required by an accounting
pronouncement in the unusual instance that the pronouncement does not include
specific transition provisions. When a pronouncement includes specific
transition provisions, those provisions should be followed.
The adoption of these and other new Statements is not expected to have a
material effect on the Company's current financial position, results or
operations, or cash flows.
F-11