UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 16, 2004
GLOBAL ASSETS & SERVICES, INC.
------------------------------
(Exact name of registrant as specified in its charter)
Not Applicable
--------------
(Prior name of corporation pre-merger)
Florida 000-30145 59-3723328
------- --------- ----------
(State or other jurisdiction (Commission IRS Employer
of incorporation) File Number) Identification No.
13575 58th Street North, Suite 122, Clearwater, FL 33760
-----------------------------------------------------------
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (727) 538-1434
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01 Entry Into a Material Definitive Agreement
Item 1.02 Termination of a Material Definitive Agreement
Item 1.03 Bankruptcy or Receivership
SECTION 2 - FINANCIAL INFORMATION
Item 2.01 Completion of Acquisition or Disposition of Assets
Item 2.02 Results of Operations and Financial Condition
Item 2.03 Creation of a Director Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet Arrangement
Item 2.05 Costs Associated with Exit or Disposal Activities
Item 2.06 Material Impairments
SECTION 3 SECURITIES AND TRADING MARKETS
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
Item 3.02 Unregistered Sales of Equity Securities
Item 2.03 Material Modification to Rights of Security Holders
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL
STATEMENTS
Item 4.10 Changes in Registrant's Certifying Accountant
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
- 2 -
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.01 Changes in Control of Registrant
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics
SECTION 6 - [RESERVED]
SECTION 7 - REGULATION FD
Item 7.01 Regulation FD Disclosure
SECTION 8 - OTHER EVENTS
Item 8.01 Other Events
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
Signatures
- 3 -
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01 Entry Into a Material Definitive Agreement
None
Item 1.02 Termination of a Material Definitive Agreement
None
Item 1.03 Bankruptcy or Receivership
None
SECTION 2 - FINANCIAL INFORMATION
Item 2.01 Completion of Acquisition or Disposition of Assets
None
Item 2.02 Results of Operations and Financial Condition
None
Item 2.03 Creation of a Director Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
None
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet Arrangement
None
Item 2.05 Costs Associated with Exit or Disposal Activities
None
Item 2.06 Material Impairments
None
- 4 -
SECTION 3 SECURITIES AND TRADING MARKETS
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
None
Item 3.02 Unregistered Sales of Equity Securities
None
Item 2.03 Material Modification to Rights of Security Holders
None
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL
STATEMENTS
Item 4.10 Changes in Registrant's Certifying Accountant
None
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
None
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.01 Changes in Control of Registrant
None
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
At an Annual Shareholders Meeting held December 15, 2004, Kexi Xu and
Alice Anastasia Tung Yi Chan were appointed as Directors of the Company.
Their biographical information is as follows:
Mr. Xu Kexi, age 41, graduated from high school in Shanghai in 1982.
Mr. Xu was the supervisor of the Shanghai Textile Company from 1982 to 1985, the
Export Manager of Shengzhen China Import-Export Company from 1985-1990, and the
Manager of Shanghai Galaxy Film Limited from 1990-1996. From 1996 to the
- 5 -
present, Mr. Xu has been the Chief Executive Officer of Shanghai Asia Loyalty
Tradings Limited.
Miss Chan Yi Tung Alice Anastasia, age 36, graduated in 1995 from the
University of Minnesota, United States of America. She was the Administrative
Manager of Minghua Group Holdings Limited, a company listed on NASD's
Overt-the-Counter Bulletin Board in the United States of America until May 2002.
In the past, Miss Chan has worked as the Sales Manager for the KYH Steel Co.,
Limited, a steel stocklist in Hong Kong, and as the Administrative Officer of
B+B Asia Limited, a contractor in Hong Kong, with its parent company, located in
Germany. At present, Miss Chan is a director of Genuisoft Limited, a company
involved in the research, development, and production of remote surveillance
monitoring, data security, and wireless communication systems.
Management will devote part time to the operations of the Company, and
any time spent will be devoted to screening and assessing and, if warranted,
negotiating to acquire business opportunities.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
None
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans
None
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics
None
SECTION 6 - [RESERVED]
SECTION 7 - REGULATION FD
Item 7.01 Regulation FD Disclosure
None
- 6 -
SECTION 8 - OTHER EVENTS
Item 8.01 Other Events
The Company held an Annual Meeting of Shareholders on December 15,
2004. At this meeting, the shareholders approved the following proposals.
1. To elect two directors to hold office until the next annual meeting
of shareholders and qualification of their respective successors.
2. To ratify the appointment of Michael Johnson & Co. as Independent
Accountants for the annual period ending December 31, 2004.
3. To change the Company's name to Jointland Development, Inc.
4. To authorize a reverse split of the Company's common stock on a
basis of up to one for fifty. Fractional shares will be rounded up to the next
whole share.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
A. Financial Statements
None
B. Exhibits
3 Articles of Amendment
- 7 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: April 28, 2005 GLOBAL ASSETS & SERVICES, INC.
By: /s/ Kexi Xu
-------------------------------
Kexi Xu, President
- 8 -