UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 2009
[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period __________ to __________
Commission File Number: 333-147716
Jin Jie Corp
(Exact name of small business issuer 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)
(702) 533-3083
(Issuer's telephone number)
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (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 issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days [X] Yes [ ] No
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). [X] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: 1,900,000 common shares as of May 10,
2009
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
TABLE OF CONTENTS
Page
----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis or Plan of Operation 13
Item 3. Controls and Procedures 19
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20
Item 3. Defaults Upon Senior Securities 20
Item 4. Submission of Matters to a Vote of Security Holders 20
Item 5. Other Information 20
Item 6. Exhibits 20
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Our financial statements included in this Form 10-Q are as follows:
Balance Sheets as of March 31, 2009 (unaudited) and September 30, 2008
(audited);
Statements of Operations for the three and six months ended March 31, 2009
and 2008, and for the Period from Inception (July 17, 2007) to March 31,
2009 (unaudited);
Statement of Stockholders' Equity from Inception (July 17, 2007) to March
31, 2009 (unaudited);
Statements of Cash Flows for the six months ended March 31, 2009 and 2008,
and for the Period from Inception (July 17, 2007) to March 31, 2009
(unaudited);
Notes to Financial Statements;
These financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America for interim
financial information and the SEC instructions to Form 10-Q. In the opinion of
management, all adjustments considered necessary for a fair presentation have
been included. Operating results for the interim period ended March 31, 2009 are
not necessarily indicative of the results that can be expected for the full
year.
3
Jin Jie Corp.
(A Development Stage Company)
Balance Sheets
March 31, September 30,
2009 2008
-------- --------
(unaudited) (audited)
ASSETS
CURRENT ASSETS
Cash $ 17,638 $ 23,478
Prepaid expenses -- 3,632
-------- --------
TOTAL ASSETS $ 17,638 $ 27,110
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Current Liabilities
Accounts payable $ 2,300 $ 3,500
Due to stockholder 500 500
-------- --------
TOTAL LIABILITIES 2,800 4,000
-------- --------
STOCKHOLDERS` EQUITY (NOTE 3)
Capital stock authorized -
50,000,000 common shares with a par value of $0.001
Capital stock issued and outstanding -
1,900,000 common shares 1,900 1,900
Additional paid in capital 67,100 67,100
Deficit accumulated during the development stage (54,162) (45,890)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 14,838 23,110
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 17,638 $ 27,110
======== ========
The accompanying notes are an integral part of these financial statements
4
Jin Jie Corp.
(A Development Stage Company)
Statements of Operations (unaudited)
Cumulative From
Date of
Three Months Three Months Six Months Six Months Inception on
Ended Ended Ended Ended July 17, 2007 to
March 31, March 31, March 31, March 31, March 31,
2009 2008 2009 2008 2009
---------- ---------- ---------- ---------- ----------
REVENUE $ -- $ -- $ -- $ -- $ --
---------- ---------- ---------- ---------- ----------
OPERATING EXPENSES
General & administrative 297 -- 631 132 1,041
Consulting fees -- -- -- 4,000 11,000
Website development costs -- -- -- -- 2,722
Incorporation costs -- -- -- -- 500
Transfer agent and filing fees 2,603 -- 4,190 688 12,899
Legal and accounting 1,000 15,800 3,451 17,000 26,000
---------- ---------- ---------- ---------- ----------
Loss before income taxes (3,900) (15,800) (8,272) (21,820) (54,162)
Provision for income taxes -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Net loss $ (3,900) $ (15,800) $ (8,272) $ (21,820) $ (54,162)
========== ========== ========== ========== ==========
Basic and diluted loss per
Common share (1) (1) (1) (1) (1)
========== ========== ========== ==========
Weighted average number
of common shares
outstanding (Note 4) 1,900,000 1,900,000 1,900,000 1,900,000
========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements
5
Jin Jie Corp.
(A Development Stage Company)
Statement of Stockholders' Equity (unaudited)
For the Period from Inception (July 17, 2007) to March 31, 2009
Deficit
Accumulated
Common Shares Additional During the
Issued Paid-in Development
Shares Amount Capital Stage Total
------ ------ ------- ----- -----
Balance, July 17, 2007 (date of inception) -- $ -- $ -- $ -- $ --
Shares issued to founder on July 17, 2007 1,900,000 1,900 67,100 -- 69,000
Net loss -- -- -- (13,722) (13,722)
--------- ------- -------- --------- --------
Balance, September 30, 2007 1,900,000 1,900 67,100 (13,722) 55,278
Net loss -- -- -- (32,168) (32,168)
--------- ------- -------- --------- --------
Balance, September 30, 2008 1,900,000 1,900 67,100 (45,890) 23,110
Net loss -- -- -- (8,272) (8,272)
--------- ------- -------- --------- --------
Balance, March 31, 2009 1,900,000 $ 1,900 $ 67,100 $ (54,162) $ 14,838
========= ======= ======== ========= ========
The accompanying notes are an integral part of these financial statements
6
Jin Jie Corp.
(A Development Stage Company)
Statements of Cash Flows (unaudited)
Period from
Six Months Six Months Inception
Ended Ended (July 17, 2007) to
March 31, March 31, March 31,
2009 2008 2009
-------- -------- --------
OPERATING ACTIVITIES
Net loss $ (8,272) $(21,820) $(54,162)
(Increase) Decrease in prepaid expense 3,632 -- --
Increase (Decrease) in accounts payable (1,200) (11,222) 2,300
Increase in due to stockholder -- -- 500
-------- -------- --------
Cash from operating activities (5,840) (33,042) (51,362)
-------- -------- --------
FINANCING ACTIVITY
Cash from sale of stock -- -- 69,000
-------- -------- --------
Increase in cash (5,840) (33,042) 17,638
Cash, opening 23,478 69,000 --
-------- -------- --------
Cash, closing $ 17,638 $ 35,958 $ 17,638
======== ======== ========
Supplemental Cash Flow Information
Cash Paid for Interest $ -- $ -- $ --
Cash Paid for Income Taxes $ -- $ -- $ --
The accompanying notes are an integral part of these financial statements
7
Jin Jie Corp.
(A Development Stage Company)
Notes to Financial Statements
March 31, 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 in accordance
with SFAS#7 is considered to be in the development stage.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
ACCOUNTING BASIS
The accompanying unaudited interim financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America and the rules of the Securities and Exchange Commission ("SEC"), and
should be read in conjunction with the audited financial statements and notes
thereto contained in the Company's annual report filed with the SEC on Form 10-K
as of and for the period ended September 30, 2008. In the opinion of management,
all adjustments, consisting of normal recurring adjustments, necessary for a
fair presentation of financial position and the results of operations for the
interim periods presented have been reflected herein. The results of operations
for interim periods are not necessarily indicative of the results to be expected
for the full year.
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 INSTRUMENT
The Company's financial instruments consist of cash and cash equivalents,
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.
8
Jin Jie Corp.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2009
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
INCOME TAXES
The Company provides for income taxes under Statement of Financial Accounting
Standards NO. 109, "Accounting for Income Taxes." SFAS No. 109 requires the use
of an asset and liability approach in accounting for income taxes.
SFAS No. 109 requires the reduction of deferred tax assets 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 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 - CAPITAL 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.
As at March 31, 2009, the Company has no warrants or options outstanding.
9
Jin Jie Corp.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2009
NOTE 5 - INCOME TAXES
The Company provides for income taxes under Statement of Financial Accounting
Standards No. 109, ACCOUNTING FOR INCOME TAXES. SFAS No. 109 requires the use of
an asset and liability approach in accounting for income taxes. 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.
SFAS No. 109 requires the reduction of deferred tax assets 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 $11,915, which is calculated by multiplying a 22%
estimated tax rate by the cumulative NOL of $54,162.
The company has non-capital losses of $54,162.
NOTE 6 - RELATED PARTY TRANSACTION
As at March 31, 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 $54,162 as of March 31, 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.
10
Jin Jie Corp.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2009
NOTE 8 - 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.
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.
11
Jin Jie Corp.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2009
NOTE 8 - RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
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.
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.
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD-LOOKING STATEMENTS
Certain statements, other than purely historical information, including
estimates, projections, statements relating to our business plans, objectives,
and expected operating results, and the assumptions upon which those statements
are based, are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. These
forward-looking statements generally are identified by the words "believes,"
"project," "expects," "anticipates," "estimates," "intends," "strategy," "plan,"
"may," "will," "would," "will be," "will continue," "will likely result," and
similar expressions. We intend such forward-looking statements to be covered by
the safe-harbor provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995, and are including this
statement for purposes of complying with those safe-harbor provisions.
Forward-looking statements are based on current expectations and assumptions
that are subject to risks and uncertainties which may cause actual results to
differ materially from the forward-looking statements. Our ability to predict
results or the actual effect of future plans or strategies is inherently
uncertain. Factors which could have a material adverse affect on our operations
and future prospects on a consolidated basis include, but are not limited to:
changes in economic conditions, legislative/regulatory changes, availability of
capital, interest rates, competition, and generally accepted accounting
principles. These risks and uncertainties should also be considered in
evaluating forward-looking statements and undue reliance should not be placed on
such statements. We undertake no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise. Further information concerning our business, including
additional factors that could materially affect our financial results, is
included herein and in our other filings with the SEC.
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.
13
PLAN OF OPERATION IN THE NEXT TWELVE MONTHS
DEVELOPING OUR WEB SITE
We have launched the Beta version of our Site. Over the next twelve months we
intend to contract with a web developer to expand our Web Site, including
structure and content, into a final version. 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 March 31,
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.
RESULTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2009
AND 2008 AND THE PERIOD FROM INCEPTION (JULY 17, 2007) TO MARCH 31, 2009
We did not earn any revenues from inception through the period ending March 31,
2009. We incurred net operating expenses in the amount of $3,900 and $8,272 for
the three and six months ended March 31, 2009, and $54,162 for the period from
our inception on July 17, 2007 to March 31, 2009. Our operating expenses
14
incurred for the three and six months ended March 31, 2009 included $2,603 and
$4,190 for filing fees, $1,000 and $3,451 in professional fees and $297 and $631
in general and administrative expenses. Our operating expenses incurred for the
period from our inception on July 17, 2007 to March 31, 2009 included $26,000
for professional fees, $11,000 in consulting fees, $2,722 in Website development
costs, $1,041 in general and administrative expenses, $12,899 for filing fees
and $500 in incorporation costs. Thus, our net loss was $3,900 and $8,272 for
the three and six months ended March 31, 2009 and $54,162 for the period from
our inception on July 17, 2007 to March 31, 2009. Our operating expenses and net
losses incurred for the three and six months ended March 31, 2008 were $15,800
and $21,820, respectively. Expenses were higher in 2008 versus 2009 mainly due
to the legal, accounting, and consulting costs we incurred in preparing our
initial registration statement. We anticipate our operating expenses will
increase as we undertake our plan of operations. The increase will be
attributable to undertaking operations and the professional fees that we will
incur in connection with becoming a reporting company under the Securities
Exchange Act of 1934.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2009, we had current assets in the amount of $17,638, consisting
solely of cash. Our current liabilities as of March 31, 2009 were $2,800. Thus
our working capital on March 31, 2009 was $14,838.
Our cash used in operating activities for the six months ended March 31, 2009
was $5,840 and $51,362 for the period from inception on July 17, 2007 to March
31, 2009.
We have not attained profitable operations and are dependent upon obtaining
financing to pursue our business plan over the next twelve months. If we do not
generate revenue sufficient to sustain operations, we may not be able to
continue as a going concern.
OFF BALANCE SHEET ARRANGEMENTS
As of March 31, 2009, there were no off balance sheet arrangements.
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, we have no established source of revenue. Our auditors
have expressed substantial doubt about our ability to continue as a going
concern. Without realization of additional capital, it would be unlikely for us
to continue as a going concern. The financial statements do not include any
adjustments that might result from this uncertainty.
Our activities to date have been supported by equity financing. We have
sustained losses in all previous reporting periods with an inception to date
loss of $54,162 as of March 31, 2009. Management continues to seek funding from
its shareholders and other qualified investors to pursue our business plan. In
the alternative, we 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.
15
CRITICAL ACCOUNTING POLICIES
In December 2001, the SEC requested that all registrants list their most
"critical accounting polices" in the Management Discussion and Analysis. The SEC
indicated that a "critical accounting policy" is one which is both important to
the portrayal of a company's financial condition and results, and requires
management's most difficult, subjective or complex judgments, often as a result
of the need to make estimates about the effect of matters that are inherently
uncertain. We believe that the following accounting policies fit this
definition.
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.
INCOME TAXES
The Company provides for income taxes under Statement of Financial Accounting
Standards NO. 109, "Accounting for Income Taxes." SFAS No. 109 requires the use
of an asset and liability approach in accounting for income taxes.
SFAS No. 109 requires the reduction of deferred tax assets 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.
16
NET INCOME 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.
RECENTLY ISSUED 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.
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,
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however, includes certain exceptions to the principle. This Statement amends
Opinion 29 to eliminate the exception for non-monetary exchanges of similar
productive assets 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.
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 our current financial position, results or operations, or
cash flows.
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ITEM 3. CONTROLS AND PROCEDURES
We carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of March 31, 2009. This evaluation was carried out
under the supervision and with the participation of our Chief Executive Officer
and Chief Financial Officer, Cally Ka Lai Lai. Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that, as of March
31, 2009, our disclosure controls and procedures are effective. There have been
no changes in our internal controls over financial reporting during the quarter
ended March 31, 2009.
Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in our reports
filed or submitted under the Exchange Act are recorded, processed, summarized
and reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.
LIMITATIONS ON THE EFFECTIVENESS OF INTERNAL CONTROLS
Our management does not expect that our disclosure controls and procedures or
our internal control over financial reporting will necessarily prevent all fraud
and material error. Our disclosure controls and procedures are designed to
provide reasonable assurance of achieving our objectives and our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and
procedures are effective at that reasonable assurance level. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,
if any, within the Company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the internal control. The design of
any system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions.
Over time, control may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may deteriorate.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not a party to any pending legal proceeding. We are not aware of any
pending legal proceeding to which any of our officers, directors, or any
beneficial holders of 5% or more of our voting securities are adverse to us or
have a material interest adverse to us.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the quarterly period ended March
31, 2009.
ITEM 5. OTHER INFORMATION
None
ITEM 6. 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
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SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Jin Jie Corp
Date: May 10, 2009
By: /s/ Cally Ka Lai Lai
----------------------------------------
Cally Ka Lai Lai
Title: Chief Executive Officer and Director
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