SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10QSB
Quarterly Report under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarter Ended Commission File Number
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0-30145
March 31, 2005 33-41063-A
JOINTLAND DEVELOPMENT, INC.
-------------------------------
(Exact name of registrant as specified in its charter)
GLOBAL ASSETS & SERVICES, INC.
----------------------------------
(Former Name)
Florida 59-3723328
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State or Other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
Rooms 103-8, 12th Floor, Hang Seng Bldg., No. 77 Des Voeux Road
Central, Hong Kong, China
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(Address of principal Executive Offices Zip Code)
Registrant's telephone number, including area code: 011 852 2824 0008
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
1,979,965 as of March 31, 2005
PART I -- FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
GLOBAL ASSETS AND SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
MARCH 31, 2005
(UNAUDITED)
2
REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Jointland Development, Inc.
Hong Kong
We have reviewed the accompanying balance sheet of Jointland Development, Inc.
for March 31, 2005 and the related statement of operations and cash flows for
the three-months ended March 31, 2005 and 2004, and May 25, 1988 (inception) to
March 31, 2005, included in the accompanying Securities and Exchange Commission
Form 10-QSB for the period ended March 31, 2005. These financial statements are
the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States, the objective
of which is the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are unaware of any material modifications that should be
made to the accompanying financial statements for them to be in conformity with
accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements the Company is in the development stage, and will require
funds from profitable operations, from borrowing, or from sale of equity
securities to execute its business plan. Management's plans in regard to these
matters are also described in Note 2. These factors raise substantial doubt
about its ability to continue as a going concern. The financial statements do
not include any adjustments that might result from this uncertainty.
We have previously audited, in accordance with auditing standards generally
accepted in the United States, the balance sheet as of December 31, 2004, and
the related statements of operations, stockholders' equity and cash flows for
the year then ended (not presented herein). In our report dated April 14, 2005,
we expressed an unqualified opinion on those financial statements. In our
opinion, the information set forth in the accompanying balance sheet as of March
31, 2005 is fairly stated in all material respects in relation to the balance
sheet from which it has been derived.
/s/ Michael Johnson & Co., LLC
Michael Johnson & Co., LLC
Denver, CO
May 11, 2005
F-1
JOINTLAND DEVELOPMENT, INC.
(Formerly Global Assets and Services, Inc.)
(A Development Stage Company)
Balance sheets
(Unaudited)
March 31, December 31,
2005 2004
----------------- ------------------
ASSETS:
Current assets:
Cash $ 15,521 $ 58,879
----------------- ------------------
Total current assets 15,521 58,879
----------------- ------------------
Other assets:
Prepaid Expenses 6,431 -
----------------- ------------------
Total other assets 6,431 -
----------------- ------------------
TOTAL ASSETS $ 21,952 $ 58,879
================= ==================
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
Accounts Payable and Accrued Liabilities $ 39,963 $ -
Notes Payable - Shareholder 230,749 230,198
----------------- ------------------
Total Current Liabilities 270,712 230,198
----------------- ------------------
Stockholders' Equity:
Common Stock, $0.001 Par Value, 100,000,000 shares 1,981 1,981
authorized, 1,979,965 shares issued and outstanding
in 2005 and 2004.
Additional Paid-In Capital 3,480,670 3,480,670
Deficit accumulated during the development stage (3,731,411) (3,653,970)
----------------- ------------------
(248,760) (171,319)
----------------- ------------------
Total Stockholders' Deficit
$ 21,952 $ 58,879
================= ==================
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
See Accountants Review Report
F-2
JOINTLAND DEVELOPMENT, INC.
(Formerly Global Assets and Services, Inc.)
(A Development Stage Company)
Statements of Operations
(Unaudited)
May 25, 1988
Three-Months Ended (Inception) to
March 31, March 31,
2005 2004 2005
--------------- -------------- -----------------
Revenue
Revenue $ - $ - $ 846,545
(Less) Cost of Sales - - (336,524)
--------------- -------------- -----------------
Total Income - - 510,021
--------------- -------------- -----------------
Operating Expenses
Doubtful Accounts - - 34,469
Consultant Fees - - 2,189,459
Legal & Accounting 74,879 - 235,352
Advertising - - 14,542
Directors and Officers Fees - - 1,409,500
Telephone - - 30,412
Travel 2,527 - 21,936
Rent - - 52,594
Other General Expenses 35 - 249,112
--------------- -------------- -----------------
Total Expenses 77,441 - 4,237,376
--------------- -------------- -----------------
Net Loss From Operations (77,441) - (3,727,355)
--------------- -------------- -----------------
Other Income
Interest Expense - - (8,577)
Interest Income - - 4,021
--------------- -------------- -----------------
Net Loss $ (77,441) $ - $ (3,731,911)
=============== ============== =================
Per Share Information:
Weighted average number of
common shares outstanding 1,979,965 1,979,965
Net Loss per Common Share $ (0.04) *
=============== ==============
* Less than $.01
See Accountants Review Report
F-3
JOINTLAND DEVELOPMENT, INC.
(Formerly Global Assets and Services, Inc.)
(A Development Stage Company)
Statements of Operations
(Unaudited)
May 25, 1988
Three-Months Ended (Inception) to
March 31, March 31,
2005 2004 2005
--------------- ------------- -----------------
Cash Flows from Operating Activities:
Net Loss $ (77,441) $ - $ (3,731,411)
Issuance of stock for services - - 2,195,437
Adjustments to reconcile net loss to cash used in
operating activities:
(Increase) in prepaid expenses (6,431) - (6,431)
Increase in accounts payable 39,963 - 39,963
--------------- ------------- -----------------
Net Cash Flows Used by Operating Activities (43,909) - (1,502,442)
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Cash Flows from Financing Activities:
Prodeeds from Notes Payable 551 - 230,749
Issuance of Common Stock for Asset Acquisition - - 656,250
Issuance of Common Stock - - 630,964
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Net Cash Flows Provided by Financing Activities 551 - 1,517,963
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Net Increase (Decrease) in Cash (43,358) - 15,521
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Cash and cash equivalents - Beginning of period 58,879 332 -
--------------- ------------- -----------------
Cash and cash equivalents - End of period $ 15,521 $ 332 $ 15,521
=============== ============= =================
Supplemental Disclosure of Cash Flow Information
Cash paid for Interest $ - $ - $ 8,577
=============== ============= =================
Cash paid for Income Taxes $ - $ - $ -
=============== ============= =================
Non-Cash Transactions
Common stock issued in exchange for services $ - $ - $2,157,937
=============== ============= =================
See Accountants Review Report
F-4
JOINTLAND DEVELOPMENT, INC.
(Formerly Global Assets and Services, Inc.)
(A Development Stage Company)
Statements of Operations
(Unaudited)
Deficit
Accumulated
Additonal During the
Common Stock Paid-In Development
# of Shares Amount Capital Stage Totals
-------------- ------------- -------------- -------------- ----------------
Balance - December 31, 1997 87,955 88 208,875 (208,963) -
-------------- ------------- -------------- -------------- ----------------
Balance - December 31, 1998 87,955 88 208,875 (208,963) -
-------------- ------------- -------------- -------------- ----------------
Balance - December 31, 1999 87,955 88 208,875 (208,963) -
-------------- ------------- -------------- -------------- ----------------
Balance - December 31, 2000 87,955 88 208,875 (208,963) -
-------------- ------------- -------------- -------------- ----------------
Issuance of stock for services 12/11 68,000 68 3,332 - 3,400
Loss for year - - - (39,462) (39,462)
-------------- ------------- -------------- -------------- ----------------
Balance - December 31, 2001 155,955 156 212,207 (248,425) (36,062)
-------------- ------------- -------------- -------------- ----------------
Issuance of stock for cash 3/28 400 1 1,999 - 2,000
Issuance of stock for services 3/28 136,000 136 679,864 - 680,000
Issuance of stock for services 4/2 20,000 20 99,980 - 100,000
Issuance of stock for services 6/18 10,000 10 49,990 - 50,000
Issuance of stock for services 7/12 14,200 14 71,023 - 71,037
Issuance of stock for Asset Acquisition 8/12 35,000 35 656,215 - 656,250
Issuance of stock for services 8/12 11,800 12 58,988 - 59,000
Issuance of stock for cash 9/18 1,600 1 19,999 - 20,000
Issuance of stock for services 10/15 98,900 99 494,401 - 494,500
Loss for year - - - (2,103,229) (2,103,229)
-------------- ------------- -------------- -------------- ----------------
Balance - December 31, 2002 483,855 484 2,344,666 (2,351,654) (6,504)
-------------- ------------- -------------- -------------- ----------------
Issuance of stock for services 1/15 55,500 55 254,945 - 255,000
Issuance of stock for services 3/11 52,600 53 254,947 - 255,000
Issuance of stock for services 4/20 2,000 2 9,998 - 10,000
Issuance of stock for services 5/28 36,000 36 179,964 - 180,000
Loss for Year - - - (746,134) (746,134)
-------------- ------------- -------------- -------------- ----------------
Balance - December 31, 2003 629,955 630 3,044,520 (3,097,788) (52,638)
-------------- ------------- -------------- -------------- ----------------
Issuance of stock for cash 1,000,000 1,000 249,000 - 250,000
Issuance of stock for services 150,000 150 37,350 - 37,500
Issuance of stock for services 10 1 - - 1
Issuance of stock for cash 200,000 200 149,800 - 150,000
Loss for Year - - - (556,182) (556,182)
-------------- ------------- -------------- -------------- ----------------
Balance - December 31, 2004 1,979,965 1,981 3,480,670 (3,653,970) (171,319)
-------------- ------------- -------------- -------------- ----------------
Loss for Period - - - (77,441) (77,441)
-------------- ------------- -------------- -------------- ----------------
Balance - March 31. 2005 1,979,965 $ 1,981 $3,480,670 $(3,731,411) $ (248,760)
============== ============= ============== ============== ================
See Accountants Review Report
F-5
JOINTLAND DEVELOPMENT, INC.
(Formerly Global Assets & Services, Inc.)
(A Development Stage Company)
Notes to Financial Statements
March 31, 2005
(Unaudited)
Note 1 - Presentation of Interim Information:
-----------------------------------
In the opinion of the management of Jointland Development, Inc., the
accompanying unaudited financial statements include all normal adjustments
considered necessary to present fairly the financial position as of March 31,
2005 and the results of operations and cash flows for the three-months ended
March 31, 2005 and 2004, and May 25, 1988 (inception) to March 31, 2005. Interim
results are not necessarily indicative of results for a full year.
The financial statements and notes are presented as permitted by Form 10-QSB,
and do not contain certain information included in the Company's audited
financial statements and notes for the fiscal year ended December 31, 2004.
Note 2 - Going Concern:
-------------
The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business.
The Company is in the development stage and has not earned any revenue from
operations. The Company's ability to continue as a going concern is dependent
upon its ability to develop additional sources of capital or locate a merger
candidate and ultimately, achieve profitable operations. The accompanying
financial statements do not include any adjustments that might result from the
outcome of these uncertainties. Management is seeking new capital to revitalize
the Company.
F-6
ITEM 2. MANAGEMENT'S DISCUSSION AND PLAN OF OPERATIONS
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RESULTS OF OPERATIONS FOR THREE MONTH PERIOD ENDED MARCH 31, 2005 COMPARED TO
SAME PERIOD IN 2004
Subsequent to the change in control of the Company in or about September 2004,
the new management of the Company had been engaging itself to seek for
opportunities for the purposes of investing in real estate development projects
in the People's Republic of China ("PRC").
In or about [October 2004], the Company began negotiation with a real estate
project company by the name of Anhui Zhongan Real Estate Exploiting Co. Ltd.
("Anhui Zhongan") pursuant to which the Company would acquire the entire
interest of an entity which is the holder of a majority interest in Anhui
Zhongan, itself being the developer of a substantial real estate residential
development project in the city of Hebei City in the Anhui Province in the PRC.
Such project as has been carried out by Anhui Zhongan comprises of parcels of
land and residential buildings constructed thereon. As at the date of this
quarterly report, the Company is still in the course of negotiating the terms
and conditions as set out in the relevant documentation in respect such acquisi-
tion.
Apart from the abovementioned proposed acquisition, the Company has, since
November 2004, also been interested in investing in the development of another
real estate development to be carried out in a location adjacent to the parkland
along the Qiantang River and the proposed Central Park of Qianjang New Century
City within the new Xiaoshan City District in Hangzhou in the PRC. According to
a detailed project development plans prepared by a firm of architects engaged by
the Company, the project has been organized into five quadrants: an internation-
al office and consulate zone, a hotel and serviced apartment zone, a Chinese
trade and office centre zone and the residential zone. The site where this
project relates to covers an area of close to [300,000] m2 with an estimated
gross floor areas of almost [1.8] million m2. Presently the Company is in the
process of, amongst other matters, seeking the necessary project financing for
the development of this project.
Professional and other fees have been incurred in performing due diligence
review, planning, obtaining all necessary financial information, preparation of
documentation as well as conducting negotiations with various parties in
connection with the Company's potential investment in the aforementioned
business ventures.
The Company incurred general expenses of $77,441 for the three month period in
2004 compared to $0 in 2004. There were no revenues for the period in 2005 or
2004. The Company recorded a net loss of ($77,441) in the period in 2005
compared to no loss in 2004. The net loss per share was ($0.04) in the period in
2005 compared to a nominal loss in 2004. The largest components of the operating
expenses in 2005 in the quarter were $74,879 in legal and accounting fees and
$2,527 in directors and officers fees.
3
LIQUIDITY AND CAPITAL RESOURCES
The Company had minimal cash capital at the end of the period, which is
insufficient for any significant operations. The Company will need to either
borrow or make private placements of stock in order to fund operations. No
assurance exists as to the ability to achieve loans, or make private placements
of stock. The Company is seeking capital sources for investment, but there is no
assurance sources can be found.
Going Concern
The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business.
The Company is in the development stage and has not earned any revenue from
operations. The Company's ability to continue as a going concern is dependent
upon its ability to develop additional sources of capital or locate a merger
candidate and ultimately, achieve profitable operations. The accompanying
financial statements do not include any adjustments that might result from the
outcome of these uncertainties. Management is seeking new capital to revitalize
the Company.
Need for Additional Financing
The Company believes it has sufficient capital to meet its short-term cash
needs, including the costs of compliance with the continuing reporting
requirements of the Securities Exchange Act of 1934. However, if losses continue
it may have to seek loans or equity placements to cover longer term cash needs
to continue operations and expansion.
No commitments to provide additional funds have been made by management or
other stockholders. Accordingly, there can be no assurance that any additional
funds will be available to the Company to allow it to cover operations expenses.
If future revenue declines, or operations are unprofitable, it will be
forced to develop another line of business, or to finance its operations through
the sale of assets it has, or enter into the sale of stock for additional
capital, none of which may be feasible when needed. The Company has no specific
management ability, nor financial resources or plans to enter any other business
as of this date.
The effects of inflation have not had a material impact on its operation,
nor is it expected to in the immediate future.
4
ITEM 3. CONTROLS AND PROCEEDURES
The Company's Chief Executive Officer and Chairman have evaluated the
effectiveness of the Company's disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended) as of the end of the period covered by this quarterly report and, based
on this evaluation, have concluded that the disclosure controls and procedures
are effective.
There have been no changes in the Company's internal control over
financial reporting that occurred during the Company's first fiscal quarter that
has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
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The Company is not a party to any legal proceedings, nor does
management believe that any such proceedings are contemplated.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
------- -----------------------------------------------------------
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
------- -------------------------------
None
5
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------- ---------------------------------------------------
None
ITEM 5. OTHER INFORMATION
------- -----------------
None
ITEM 6. EXHIBITS
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None
6
JOINTLAND DEVELOPMENT, INC.
formerly GLOBAL ASSETS & SERVICES, INC.
(A Development Stage Company)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JOINTLAND DEVELOPMENT, INC.
Date: May 13, 2005 /s/ Kexi Xu
-----------------------------------
Kexi Xu, President
7