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
------------------ ----------------------
0-30145
June 30, 2005 33-41063-A
GLOBAL ASSETS & SERVICES, INC.
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(Exact name of registrant as specified in its charter)
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 June 30, 2005
GLOBAL ASSETS AND SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
JUNE 30, 2005
(UNAUDITED)
JASPERS + HALL, pC
CERTIFIED PUBLIC ACCOUNTANTS
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9175 E. Kenyon Avenue, Suite 100
Denver, CO 80237
303-796-0099
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Jointland Development, Inc.
Hong Kong
We have reviewed the accompanying balance sheet for Jointland Development Inc.
(a development stage company) for June 30, 2005 and the related statements of
operations for the three and six-months ended June 30, 2005, and for the period
from May 25, 1988 (inception) to June 30, 2005, stockholders' equity and cash
flows for the six-months ended June 30, 2005 and for the period from May 25,
1988 (inception) to June 30, 2005. These financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards of the Public Company
Accounting Oversight Board (United States). The 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 standards of the Public Company Accounting Oversight Board (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 not aware 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 of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2, conditions
exist which raise substantial doubt about the Company's ability to continue as a
going concern unless it is able to generate sufficient cash flows to meet its
obligations and sustain its operations. Management's plans in regard to these
matters are described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
The financial statements for the year ended December 31, 2004 were audited by
other accountants, whose report is dated April 14, 2005, expressed an
unqualified opinion on those statements. They have not performed any auditing
procedures since that date. In our opinion, the information set forth in the
accompanying balance sheet as of June 30, 2005, is fairly stated in all material
respects in relation to the balance sheet from which it has been derived.
/s/ Jaspers + Hall, PC
Jaspers + Hall, PC
August 2, 2005
F-1
JOINTLAND DEVELOPMENT, INC.
(Formerly Global Assets and Services, Inc.)
(A Development Stage Company)
Balance Sheets
(Unaudited)
June 30, December 31,
2005 2004
---------------- -----------------
ASSETS:
Current assets:
Cash $ 709 $ 58,879
---------------- -----------------
Total current assets 709 58,879
---------------- -----------------
TOTAL ASSETS $ 709 $ 58,879
================ =================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
Current Liabilities:
Accounts Payable and Accrued Liabilities $ 36,347 $ -
Notes Payable - Shareholder 230,749 230,198
---------------- -----------------
Total current liabilities 267,096 230,198
---------------- -----------------
Stockholders' Equity( Deficit):
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 (3,749,038) (3,653,970)
---------------- -----------------
Total Stockholders' Equity (Deficit) (266,387) (171,319)
---------------- -----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 709 $ 58,879
================ =================
See Accountants' Review Report
F-2
JOINTLANT DEVELOPMENT, INC.
(Formerly Global Assets and Services, Inc.)
(A Development Stage Company)
Statements of Operations
(Unaudited)
May 25, 1988
Three-Months Ended Six-Months Ended (Inception) to
June 30, June 30, June 30,
2005 2004 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 17,590 - 17,590 - 2,207,049
Legal & Accounting - - 74,879 - 235,352
Advertising - - - - 14,542
Directors and Officers Fees - - - - 1,409,000
Telephone - - - - 30,412
Travel - - 2,527 - 21,936
Rent - - - - 52,594
Business Expenses 37 250 72 250 249,149
------------- ------------- ------------ ------------ -------------
Total Expenses 17,627 250 95,068 250 4,254,503
------------- ------------- ------------ ------------ -------------
Net Loss From Operations (17,627) (250) (95,068) (250) (3,744,482)
------------- ------------- ------------ ------------ -------------
Other Income
Interest Expense - - - - (8,577)
Interest Income - - - - 4,021
------------- ------------- ------------ ------------ -------------
Net Loss $ (17,627) $ (250) $ (95,068) $ (250) $(3,749,038)
============= ============= ============ ============ =============
Per Share Information:
Weighted average number of
common shares outstanding 1,979,965 1,979,965 1,979,965 1,979,965
------------- ------------- ------------ ------------
Net Loss per Common Share * * * *
============= ============= ============ ============
See Accountants' Review Report
F-3
JOINTLAND DEVELOPMENT, INC.
(Formerly Global Assets and Services, Inc.)
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
May 25, 1988
Six-Months Ended (Inception) to
June 30, June 30,
2005 2004 2005
--------------- ------------- -----------------
Cash Flows from Operating Activities:
Net Loss $ (95,068) $ (250) $(3,749,038)
Issuance of stock for services - - 2,195,438
Adjustments to reconcile net loss to cash used in
operating activities:
Increase in accounts payable 36,347 - 36,347
--------------- ------------- -----------------
Net Cash Flows Used by Operating Activities (58,721) (250) (1,517,253)
--------------- ------------- -----------------
Cash Flows from Financing Activities:
Proceeds from notes - Shareholders 551 188 230,749
Issuance of Common Stock for Asset Acquisition - - 656,250
Issuance of Common Stock - - 630,963
--------------- ------------- -----------------
Net Cash Flows Provided by Financing Activities 551 188 1,517,962
--------------- ------------- -----------------
Net Increase (Decrease) in Cash (58,170) (62) 709
--------------- ------------- -----------------
Cash and cash equivalents - Beginning of period 58,879 332 -
--------------- ------------- -----------------
Cash and cash equivalents - End of period $ 709 $ 270 $ 709
=============== ============= =================
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 $ - $ - $ 2,195,438
=============== ============= =================
See Accountants' Review Report
F-4
JOINTLAND DEVELOPMENT, INC.
(Formerly Global Assets and Services, Inc.)
(A Development Stage Company)
Statement of Stockholders' Equity (Deficit)
June 30, 2005
(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) -
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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)
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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 - - - (95,068) (95,068)
------------- ------------- ------------- -------------- --------------
Balance - June 30, 2005 1,979,965 $ 1,981 $3,480,670 $(3,749,038) $ (266,387)
============= ============= ============= ============== ==============
See Accountants' Review Report
F-5
JOINTLAND DEVELOPMENT, INC.
(Formerly Global Assets & Services, Inc.)
(A Development Stage Company)
Notes to Financial Statements
June 30, 2005
(Unaudited)
Note 1 - Presentation of Interim Information:
-----------------------------------
In the opinion of the management of Global Assets and Services, Inc., the
accompanying unaudited financial statements include all normal adjustments
considered necessary to present fairly the financial position as of June 30,
2005 and the results of operations for the three and six-months ended June 30,
2005 and for the period May 25, 1988 (inception) through June 30, 2005, and the
related cash flows for the six-months ended June 30, 2005 and the period May 25,
1988 (inception) through June 30, 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 ANALYSIS OF FINANCIAL CONDITION AND RESULTS
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OF OPERATIONS
-------------
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.
RESULTS OF OPERATIONS FOR QUARTER ENDED JUNE 30, 2005 COMPARED TO THE QUARTER
ENDED JUNE 30, 2004
The Company had no revenues in the quarter in 2005 or 2004. The Company
incurred expenses and general and administrative costs for the quarter in 2005
of $17,627 compared to $250 in 2004. The Company recorded a net loss in the
period in 2005 of ($17,627) and a loss of of ($250) in 2004. The net loss per
share was nominal in the period in 2005 and in 2004. The largest components of
the operating expenses in 2005 in the quarter were $17,590 in consultant fees
and $37 in business expenses. In the quarter in 2004, the $50 expense was for
business expenses.
RESULTS OF OPERATIONS FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2005 COMPARED TO
THE SIX MONTH PERIOD ENDED JUNE 30, 2004
The Company had no revenues in the six month period in 2005 or 2004. The Company
incurred a total of $95,068 in expenses in the period in 2005 compared to $250
in the same period in 2004. The significant increase in expenses occurred in
2005 due $17,500 in consulting fees and $74,879 for legal and accounting. The
Company incurred a loss of ($95,068) in the period in 2005 compared to a loss of
($250) in the period in 2004. The net loss per share was nominal in 2005 and in
2004.
The Company expects the trend of losses to continue at the present rate until it
can generate revenues.
NEED FOR ADDITIONAL FINANCING
The Company does not have capital sufficient to meet the Company's cash needs,
including the costs of compliance with the continuing reporting requirements of
the Securities Exchange Act of 1934. The Company will have to seek loans or
equity placements to cover such cash needs. There is no assurance, however, that
without funds it will ultimately allow registrant to carry out any business. The
Company's needs for additional financing are likely to increase substantially.
The Company will need to raise additional funds to conduct any business
activities in the next twelve months.
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 its expenses as they may
be incurred. As of the date of this report management does not have any plan for
raising additional capital, and does not know if or when it can or will develop
a plan.
Irrespective of whether the Company's cash assets prove to be inadequate to meet
the Company's operational needs, the Company will compensate providers of
services by issuances of stock in lieu of cash.
The Company has no plans for any research and development in the next twelve
months. The Company has no plans at this time for purchases or sales of fixed
assets which would occur in the next twelve months.
The Company has no expectation or anticipation of significant changes in number
of employees in the next twelve months.
The Company's auditor has issued a "going concern" qualification as part of his
opinion in the Audit Report. There is substantial doubt about the ability of the
Company to continue as a "going concern." The Company has no business, no
capital, current debt in excess of $267,096, all of which is current, minimal
cash, no assets, and no capital commitments. The effects of such conditions
could easily be to cause the Company's bankruptcy.
LIQUIDITY AND CAPITAL RESOURCES
The Company had $707 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, there is no
assurance that sources can be found.
The Company remains in the development stage and, since inception, has
experienced significant liquidity problems and has no significant capital
resources now and has stockholder's deficit of ($266,387) approximately at June
30, 2005. The Company has minimal current assets and no other assets at June
30, 2005.
The Company is unable to carry out any plan of business without funding. The
Company cannot predict to what extent its current lack of liquidity and capital
resources will impair the consummation of a business combination or whether it
will incur further operating losses through any business entity which the
Company may eventually acquire. There is no assurance that the Company can
continue as a going concern without substantial funding, for which there is no
source.
The Company estimates it will require $25,000 to $30,000 to cover legal,
accounting, transfer and miscellaneous costs of being a reporting company in the
next fiscal year. The Company will have a cash shortfall for current annual
reporting costs of at least $25,000 to $30,000, for which it has no source
except shareholder loans or contributions, none of which have been committed.
The Company has no cash for any operations. It will have to make private
placements of stock, for which it has no sources, or obtain loans from
shareholders, to have any cash for even limited operations. There are no
committed loan sources at this time.
ITEM 3. CONTROLS AND PROCEEDURES
A. Evaluation of Disclosure Controls and Procedures:
Disclosure controls and procedures are designed to ensure that information
required to be disclosed in the reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported, within the time period
specified in the SEC's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in the reports filed under the Exchange Act
is accumulated and communicated to management, including the Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. As of the end of the period covered by this
report, the Company carried out an evaluation, under the supervision and with
the participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
upon and as of the date of that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective to ensure that information required to be disclosed in
the reports the Company files and submits under the Exchange Act is recorded,
processed, summarized and reported as and when required.
B. Changes in Internal Control over Financial Reporting
There were no changes in the Company's internal control over financial
reporting identified in connection with the Company's evaluation of these
controls as of the end of the period covered by this report that could have
significantly affected these controls subsequent to the date of the evaluation
referred to in the previous paragraph, including any corrective action with
regard to significant deficiencies and material weaknesses.
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. CHANGES IN SECURITIES
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None
ITEM 3. DEFAULT UPON SENIOR SECURITIES
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None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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None
ITEM 5. OTHER INFORMATION
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None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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A. Reports on Form 8-K:
8-K filed on April 28, 2005
B. Exhibits
31 Sarbanes Oxley Certification
32 Sarbanes Oxley Certification
JOINTLAND DEVELOPMENT, 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: August 23, 2005 /s/ Kexi Xu
-----------------------------------
Kexi Xu, President