mainbody.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
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[X]
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the fiscal year
ended September
30,
2008
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[ ]
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the transition period from ___________ to
_____________
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Commission
File Number: 000-52892
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JIN
JIE CORP.
(Name
of small business issuer as specified in its charter)
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Nevada
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98-0550257
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(State
or other jurisdiction of incorporation
or organization)
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(I.R.S.
Employer Identification
No.)
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409
- 4th
Floor, Tsui King House, Choi Lung Estate, Kowloon, Hong
Kong
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Address
of principal executive offices
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zip
code
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| Registrant’s
telephone number: (702)
553-3083 |
| Securities
registered pursuant to Section 12(b) of the Exchange Act: |
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Title
of each class
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Name
of each exchange on which registered
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none
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not
applicable
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| Securities
registered pursuant to Section 12(g) of the Exchange Act: |
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Title
of each class
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Name
of each exchange on which registered
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$0.001
par value common stock
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not
applicable
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Check
whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 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
Check if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not
contained in this form, and no disclosure will 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 check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
YES______
NO___X____
The
issuer’s revenues for the most recent fiscal year were $0.
The aggregate market value of the
voting and non-voting common equity held
by non-affiliates could not
be computed by reference to the
price at which the common equity was last sold, or the average
bid and asked price of such common equity, as of the last business day of
the registrant's most recently computed
fiscal quarter as there was
no average bid or
ask price for the registrant's common
equity, as of the last business day of the registrant's most recent fiscal
quarter.
The
issuer had 1,900,000 shares
of its common stock issued and outstanding as of December 29, 2008.
Documents
Incorporated by
Reference: None.
Transitional
Small Business Disclosure
Format: No.
Available
Information
Our
Annual Reports on Form 10-K, Quarterly Reports on Form 10-QSB, 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.
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PART
I
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PART
II
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PART
III
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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
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.
Nearly 7
million adult Canadians placed an order on-line in 2005 while slightly over 9
million logged on to retail sites to browse without making purchases. The people
who made an on-line purchase represent about 41% of all adults who used the
Internet in 2006. Although internet users ordered significantly less than
average in the automotive sector (6%), the percentage of those browsing this
category was significantly higher (26%) than average, indicating that the
internet is used in this sector more as a research tool than a purchasing
tool.
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Internet
shoppers report purchasing ...
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%
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Travel
services and arrangements
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36
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Books,
magazines and on-line newspapers
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35
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Other
entertainment products
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25
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Clothing,
jewelry and accessories
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25
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Computer
software
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20
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Music
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16
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Consumer
electronics
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16
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Videos
and digital video discs (DVD)
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13
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Flowers
as gifts
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13
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Computer
hardware
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12
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Toys
and games
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12
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House
wares
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8
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Other
health products, beauty and vitamins
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8
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Sports
equipment
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7
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Automotive
products
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6
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Internet
shoppers report browsing for ...
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%
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Consumer
electronics
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42
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House
wares
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39
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Clothing,
jewelry and accessories
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37
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Travel
services and arrangements
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37
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Books,
magazines and on-line newspapers
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28
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Automotive
products
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26
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Music
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22
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Other
entertainment products
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22
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Computer
hardware
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20
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Computer
software
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19
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Videos
and digital video discs (DVD)
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18
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Toys
and games
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18
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Sports
equipment
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16
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Real
estate
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16
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Flowers
as gifts
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12
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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.
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71%
of online shoppers read reviews, making reviews the most widely read
consumer-generated content
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77%
of online shoppers use reviews and ratings when
purchasing
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Reviews
drive 21% higher purchase satisfaction and 18% higher
loyalty
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In
a study of 2,000 shoppers 92% deemed customer reviews as “extremely” or
“very” helpful
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59%
of internet users considered customer reviews to be more valuable than
expert reviews
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63%
of consumers indicate they are more likely to purchase from a site if it
has product ratings and reviews
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CompUSA
exit survey: 81% consider the availability of customer reviews to be Very
Important (33%) or Somewhat Important (48%)
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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
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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
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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
November of 2006 that Internet advertising revenue for Q3 of that year surpassed
$4 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 2009.
Online ad
growth is significantly outpacing other media. Spending on Internet advertising
increased 27% from 2003 to 2004, while cable advertising increased 14.1%,
broadcast TV advertising was up 8.2%, radio advertising was up 7.0%, magazine
advertising increased 5%, newspaper advertising increased 4.8%, and Yellow Pages
advertising was up 3.2%.
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 $1.1 billion of that money will go toward search marketing strategies,
including paid ads and search engine optimization. The following table shows the
level and growth of online advertising spending by major automakers from 2004 to
2005:
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Top
Automotive Online Advertisers in the US, Ranked by Spending, 2004 &
2005 (millions and % increase/decrease vs. prior year)
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2004
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2005
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%
change
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General
Motors
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$ |
66,119 |
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$ |
110,480 |
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67.1% |
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Ford
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$ |
45,534 |
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$ |
55,016 |
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20.8% |
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Toyota
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$ |
43,839 |
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$ |
32,872 |
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-25.0% |
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DaimlerChrysler
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$ |
40,302 |
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$ |
31,571 |
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-21.7% |
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Volkswagen
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$ |
30,646 |
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$ |
20,889 |
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-31.8% |
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Honda
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$ |
12,951 |
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$ |
11,158 |
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-13.8% |
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Hyundai
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$ |
3,809 |
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$ |
8,675 |
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127.8% |
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Nissan
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$ |
6,038 |
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$ |
6,928 |
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14.7% |
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Kia
Motors
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$ |
1,751 |
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$ |
461 |
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-73.7% |
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Total
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$ |
252,993 |
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$ |
280,055 |
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64.4% |
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.
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:
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.
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.
Wheels
Forum will also follow the same format as the Car 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.
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.
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.
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.
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.
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.
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 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:
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1)
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Search
Engine Optimization
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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.
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.
We intend
to place ads on other automotive Web Sites in order to gain exposure to the
target audience.
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4)
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Traditional
Industry Ads
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We intend
to place traditional ads in industry publications such as Buy and Sell, Auto
Trader, ebay Motors, Rod and Wheel, etc.
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5)
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Targeted
mass e-mail campaigns
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6)
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Weekly
newsletter e-mail campaigns
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7)
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Submitting
the site for editorial reviews by automotive industry editors and leading
sites
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8)
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Submitting
posts on other automotive blogs and
forums.
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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.
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:
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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.
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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.
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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.
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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.
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, 2008, totaled $45,890. We have
incurred cumulative net losses of $45,890 since September 30, 2008. 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,
2008, we had cash in the amount of $23,478. 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 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 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 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.
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.
Risks Related to Our
Securities
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.
None.
No
matters were submitted to a vote of our security holders during the fourth
quarter of fiscal 2008.
PART
II
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, 2008, 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, 2008, we have not granted any stock options or authorized
securities for issuance under an equity compensation plan.
The following
is a discussion of the financial condition and results of operations of Jin Jie
Corp. for the years ended September 30, 2008 and 2007. 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.
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 create our Web
Site, including structure and content. 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, 2008.
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, 2008.
Expenses
Our
expenses for the twelve month period ended September 30, 2008, were
$32,168. During the period from
July 17, 2007 (date of inception), through September 30, 2008, we incurred
expenses of $45,890. 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 period ended September 30, 2008, was
$32,168. During the period from July 17, 2007 (date of inception),
through September 30, 2008, we incurred a net loss of $45,890. 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, 2008 reflects assets of $27,110 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.
Our
Financial Statements and the related notes are set forth commencing on F-1
attached hereto.
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
To
the Board of Directors of
Jin
Jie Corp.
Reno,
Nevada
We
have audited the accompanying balance sheets of Jin Jie Corp. as of September
30, 2008 and 2007, and the related statements of operations, stockholders’
equity, and cash flows for the periods then ended. 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 audits.
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 has determined that it 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 includes
examining on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. 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,
2008 and 2007, and the results of its operations and cash flows for the periods
then ended, in conformity with accounting principles generally accepted in the
United States of America.
The
accompanying consolidated 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 limited working capital, has not yet
received revenue from sales of its products, 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
Maddox
Ungar Silberstein, PLLC
Bingham
Farms, Michigan
December
29, 2008
Jin
Jie Corp.
(A
Development Stage Company)
September
30, 2008
| |
September
30
2008
|
|
|
| |
|
|
|
|
Assets
|
|
|
|
| |
|
|
|
| Cash |
$ |
23,478 |
|
$ |
69,000 |
| Prepaid
expenses |
|
3,632 |
|
|
- |
| |
|
|
|
|
|
| Total
Assets |
$ |
27,110 |
|
$ |
69,000 |
| |
|
|
|
|
|
|
Liability
|
|
|
|
|
|
| |
|
|
|
|
|
| Accounts
payable |
$ |
3,500 |
|
$ |
13,222 |
| Due to
stockholder |
|
500 |
|
|
500 |
| |
$ |
4,000 |
|
|
13,722 |
| |
|
|
|
|
|
|
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 at September 30, 2008 and 2007
|
|
1,900 |
|
|
1,900 |
| Additional paid in
capital |
|
67,100 |
|
|
67,100 |
| Deficit |
|
(45,890) |
|
|
(13,722) |
| |
|
23,110 |
|
|
55,278 |
| |
|
|
|
|
|
| Total Liabilities
and Stockholders’ Equity |
$ |
27,110 |
|
$ |
69,000 |
The
accompanying notes are an integral part of these financial
statements
Jin
Jie Corp.
(A
Development Stage Company)
For
the Year-ended September 30, 2008, Period ended September 30, 2007
and
Period from July 17, 2007 (inception) to September 30, 2008
|
|
Year
Ended
September
30
2008
|
|
Period
Ended
September
30
2007
|
|
Period
from inception
(July
17, 2007)
to
September 30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
Professional
fees
|
|
19,049 |
|
|
3,500 |
|
|
22,549 |
|
Consulting
fees
|
|
4,000 |
|
|
7,000 |
|
|
11,000 |
|
Filing
fees
|
|
8,709 |
|
|
- |
|
|
8,709 |
|
Website
development costs
|
|
- |
|
|
2,722 |
|
|
2,722 |
|
Office
and miscellaneous
|
|
410 |
|
|
- |
|
|
410 |
|
Incorporation
costs
|
|
- |
|
|
500 |
|
|
500 |
|
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
$ |
(32,168) |
|
$ |
(13,722) |
|
$ |
(45,890) |
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding
|
|
1,900,000 |
|
|
1,900,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
per share
|
$ |
(0.02 |
|
$ |
(0.01) |
|
|
|
The
accompanying notes are an integral part of these financial
statements
Jin
Jie Corp.
(A
Development Stage Company)
For
the period from Inception (July 17, 2007) to September 30, 2008
| |
Common
Shares
|
|
Additional
Paid-in
|
|
|
|
|
| |
Issued
Shares
|
|
Amount
|
|
Capital
|
|
Defecit
|
|
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 |
- |
|
|
- |
|
|
- |
|
|
(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 |
The
accompanying notes are an integral part of these financial
statements
Jin
Jie Corp.
(A
Development Stage Company)
For
the Year-ended September 30, 2008, Period ended September 30, 2007
and
Period from July 17, 2007 (inception) to September 30, 2008
|
|
Year
Ended
September
30
2008
|
|
Period
Ended
September
30
2007
|
|
Period
from inception
(July
17, 2007)
to
September 30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Activities
|
|
|
|
|
|
|
Net
loss
|
$ |
(32,168) |
|
$ |
(13,722) |
|
$ |
(45,890) |
|
(Increase)
in prepaid expenses
|
|
(3,632) |
|
|
- |
|
|
(3,632) |
|
Increase
(Decrease) in accounts payable
|
|
(9,722) |
|
|
13,222 |
|
|
3,500 |
|
Increase
in due to stockholder
|
|
- |
|
|
500 |
|
|
500 |
|
Cash
(used by) operating activities
|
|
(45,522) |
|
|
- |
|
|
(45,522) |
|
|
|
|
|
|
|
|
|
|
|
Financing
Activity
|
|
|
|
|
|
|
|
|
|
Cash
from sale of stock
|
|
- |
|
|
69,000 |
|
|
69,000 |
|
|
|
|
|
|
|
|
|
|
|
Increase
(Decrease) in cash
|
|
(45,522) |
|
|
69,000 |
|
|
23,478 |
|
Cash,
beginning
|
|
69,000 |
|
|
- |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
Cash,
ending
|
$ |
23,478 |
|
$ |
69,000 |
|
$ |
23,478 |
The
accompanying notes are an integral part of these financial
statements
(A
Development Stage Company)
September
30, 2008
Note
1 – Nature of Operations
Jin
Jie Corp. (“the Company”), incorporated in the state of Nevada on July 17, 2007,
is a private company with business activities in online book
publishing.
The
company has no operations and in accordance with SFAS#7 is considered to be in
the development stage.
Note
2 – Significant Accounting Policies
Accounting
Basis
These
financial statements are prepared on the accrual basis of accounting in
conformity with accounting principles generally accepted in the United States of
America.
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 instrument consists of amount 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.
Jin
Jie Corp.
(A
Development Stage Company)
Notes
to Financial Statements
September
30, 2008
Note
2 – Significant Accounting Policies (continued)
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 owed to the 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
The
company has 1,900,000 common shares issued and outstanding at September 30,
2008.
At
September 30, 2008, the company has no warrants or options
outstanding.
Jin
Jie Corp.
(A
Development Stage Company)
Notes
to Financial Statements
September
30, 2008
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 $10,096, which is
calculated by multiplying a 22% estimated tax rate by the cumulative NOL of
$45,890.
The
following table reconciles the amount of income tax recoverable on application
of the statutory Canadian federal and provincial income tax rates:
The
company has non-capital losses of $45,890.
Note
6 – Related Party Transaction
As
at September 30, 2008, 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 $45,890 as of September 30,
2008. 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.
Jin
Jie Corp.
(A
Development Stage Company)
Notes
to Financial Statements
September
30, 2008
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.
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.
Jin
Jie Corp.
(A
Development Stage Company)
Notes
to Financial Statements
September
30, 2008
Note
8 – 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 new Statements is not expected to have a material effect on
the Company’s current financial position, results or operations, or cash
flows.
None.
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, 2008. Based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that, as of September 30, 2008,
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, 2008. Based on the results of its assessment, management
concluded that the Company’s internal control over financial reporting was
effective as of September 30, 2008.
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.
None.
PART
III
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.
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 August 31, 2008.
|
Name
and principal position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
awards
($)
|
Option
awards
($)
|
Nonequity
incentive
plan compensation
($)
|
Nonqualified
deferred compensation earnings
($)
|
All
other compen-sation
($)
|
Total
($)
|
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
|
|
|
|
|
|
|
|
|
|
|
|
Cally
Ka Lai Lai
|
2007
2008
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
|
Wei
Xiang Zeng
|
2007
2008
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
|
Name
|
Option
awards
|
Stock
awards
|
|
Number
of securities underlying unexercised options
(#)
exercisable
|
Number
of securities underlying unexercised options
(#)
unexercisable
|
Equity
incentive
plan
awards:
Number of securities underlying unexercised unearned options
(#)
|
Option
exercise price
($)
|
Option
expiration date
|
Number
of shares or units of stock that have not vested
(#)
|
Market
value of shares of units of stock that have not vested
($)
|
Equity
incentive
plan
awards:
Number of unearned shares, units or other rights that have not
vested
(#)
|
Equity
incentive
plan
awards:
Market or payout value of unearned shares, units or others rights that
have not vested
($)
|
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
|
Cally
Ka Lai Lai
|
0
|
0
|
0
|
-
|
-
|
0
|
-
|
0
|
-
|
|
Wei
Xiang Zeng
|
0
|
0
|
0
|
-
|
-
|
0
|
-
|
0
|
-
|
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,
2008.
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.
|
Title
of Class
|
Name and Address of Beneficial
Owner(²)
|
Amount
and Nature
of
Beneficial Ownership
|
Percentage
of 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.
|
Plan
category
|
Number
of securities to be issued upon exercise of outstanding options, warrants
and rights
|
Weighted-average
exercise price of outstanding options, warrants and rights
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
|
|
|
(a)
|
(b)
|
(c)
|
|
Equity
compensation plans approved by security holders
|
0
|
-
|
0
|
|
Equity
compensation plans not approved by security holders
|
0
|
-
|
0
|
|
Total
|
0
|
|
0
|
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.
As of
September 30, 2008, 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.
|
Exhibit
Number
|
Description
|
|
3.1
|
Articles of
Incorporation
|
|
3.2
|
By-Laws
|
|
|
|
| 31.1 |
|
| 31.2 |
|
| 32.1 |
|
Audit
Fees
For
the year ended September 30, 2008, Maddox Ungar Silberstein PLLC billed us for
$4,300 in audit fees.
Review
Fees
Maddox
Ungar Silberstein PLLC, billed us $3,000 for reviews of our quarterly financial
statements in 2008 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,
2008.
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, 2008 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.
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.
|
| |
|
| |
By:/s/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 |
December 29,
2008 |