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
September 30, 2005 33-41063-A
JOINTLAND DEVELOPMENT, INC.
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(Exact name of registrant as specified in its charter)
GLOBAL ASSETS & SERVICES, INC.
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(Former Name)
Florida 59-3723328
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State or Other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
13575 58th Street North, Suite 122, Clearwater, FL 33760
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(Address of principal Executive Offices Zip Code)
Registrant's telephone number, including area code: (727) 538-1434
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 September 30, 2005
Item 1. Financial Statements
JOINTLAND DEVELOPMENT, INC.
(Formerly Global Assets & Services, Inc.)
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
September 30, 2005
(UNAUDITED)
Jaspers + Hall, PC
CERTIFIED PUBLIC ACCOUNTANTS
9175 Kenyon Ave., #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)
Unaudited
September 30, December 31,
2005 2004
----------------- ------------------
ASSETS:
Current assets:
Cash $ 677 $ 58,879
----------------- ------------------
Total current assets 677 58,879
----------------- ------------------
TOTAL ASSETS $ 677 $ 58,879
================= ==================
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
Accounts Payable and Accrued Liabilities $ 38,677 $ -
Notes Payable - Shareholder 237,389 230,198
----------------- ------------------
Total Current Liabilities 276,066 230,198
----------------- ------------------
Stockholders' Equity (Deficit):
Common Stock, $.001 Par Value, 100,000,000 shares
authorized, 1,979,965 shares issued and outstanding 1,981 1,981
in September 30, 2005 and December 31, 2004
Additional Paid-In Capital 3,480,670 3,480,670
Deficit accumulated during the development stage (3,758,040) (3,653,970)
----------------- ------------------
Total Stockholders' Equity (Deficit) (275,389) (171,319)
----------------- ------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 677 $ 58,879
================= ==================
See Accountant's 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 Nine-Months Ended (Inception) to
September 30, September 30, September 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 - 193,637 17,590 193,637 2,207,049
Legal & Accounting 8,970 40,975 83,849 40,975 244,322
Advertising - - - - 14,542
Directors & Officers Fees - - - - 1,409,000
Telephone - - - - 30,412
Travel - - 2,527 - 21,936
Rent - - - - 52,594
Business Expenses 32 - 104 250 249,181
------------- ------------ ------------- ------------ ---------------
Total Expenses 9,002 234,612 104,070 234,862 4,263,505
------------- ------------ ------------- ------------ ---------------
Net Loss From Operations (9,002) (234,612) (104,070) (234,862) (3,753,484)
------------- ------------ ------------- ------------ ---------------
Other Income
Interest Expense - - - - (8,577)
Interest Income - - - - 4,021
------------- ------------ ------------- ------------ ---------------
Net Loss $ (9,002) $(234,612) $ (104,070) $(234,862) $ (3,758,040)
============= ============ ============= ============ ===============
Per Share Information:
Weighted average number of
common shares outstanding 1,979,965 1,975,965 1,979,965 1,975,965
------------- ------------ ------------- ------------
Net Loss per Common Share $ (0.01) $ (0.12) $ (0.06) $ (0.12)
============= ============ ============= ============
* Less than $.01
See Accountant's Review Report
F-3
JOINTLAND DEVELOPMENT, INC.
(Formerly Global Assets and Services, Inc.
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
May 25, 1988
Nine-Months Ended (Inception) to
September 30, September 30,
2005 2004 2005
-------------- -------------- ------------------
Cash Flows from Operating Activities:
Net Loss $(104,070) $(234,862) $ (3,758,040)
Stocks issued for services - 37,500 2,195,438
Adjustments to reconcile net loss to cash
used in operating activities:
Increase (decrease) in accounts payable 38,677 (21,795) 38,677
-------------- -------------- ------------------
Net Cash Flows Used by Operating Activities (65,393) (219,157) (1,523,925)
-------------- -------------- ------------------
Cash Flows from Financing Activities:
Proceeds from Notes Payable - Shareholder 7,191 1,000 237,389
Issuance of Stock for Asset Acquisition - - 656,250
Issuance of Common Stock for cash - 250,000 630,963
-------------- -------------- ------------------
Net Cash Flows Provided by Financing Activities 7,191 251,000 1,524,602
-------------- -------------- ------------------
Net Increase (Decrease) in Cash (58,202) 31,843 677
-------------- -------------- ------------------
Cash and cash equivalents - Beginning of period 58,879 332 -
-------------- -------------- ------------------
Cash and cash equivalents - End of period $ 677 $ 32,175 $ 677
============== ============== ==================
Supplemental Disclosure of Cash Flow Information
Cash paid for Interest $ - $ - $ -
============== ============== ==================
Cash paid for Income Taxes $ - $ - $ -
============== ============== ==================
Non-Cash Transactions
Common stock issued for services $ - $ 37,500 $ 2,195,437
============== ============== ==================
F-4
JOINTLAND DEVELOPMENT, INC.
(Formerly Global Assets and Services, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity (Deficit)
September 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) -
-------------- -------------- ------------- -------------- ---------------
Balance - December 31, 1999 87,955 88 208,875 (208,963) -
-------------- -------------- ------------- -------------- ---------------
Balance - December 31, 2000 87,955 88 208,875 (208,963) -
-------------- -------------- ------------- -------------- ---------------
Stock issued for services 12/11 68,000 68 3,332 - 3,400
Net Loss for year - - - (39,462) (39,462)
-------------- -------------- ------------- -------------- ---------------
Balance - December 31, 2001 155,955 156 212,207 (248,425) (36,062)
-------------- -------------- ------------- -------------- ---------------
Stock issued for cash 3/28 400 1 1,999 - 2,000
Stock issued for services 3/28 136,000 136 679,864 - 680,000
Stock issued for services 4/2 20,000 20 99,980 - 100,000
Stock issued for services 6/18 10,000 10 49,990 - 50,000
Stock issued for services 7/12 14,200 14 71,023 - 71,037
Stock issued for Asset Acquistion 8/12 35,000 35 656,215 - 656,250
Stock issued for services 8/12 11,800 12 58,988 - 59,000
Stock issued for cash 9/18 1,600 1 19,999 - 20,000
Stock issued for cash 10/15 98,900 99 494,401 - 494,500
Net Loss for Year - - - (2,103,229) (2,103,229)
-------------- -------------- ------------- -------------- ---------------
Balance - December 31, 2002 483,855 484 2,344,666 (2,351,654) (6,504)
-------------- -------------- ------------- -------------- ---------------
Stock issued for services 1/15 55,500 55 254,945 - 255,000
Stock issued for services 3/11 52,600 53 254,947 - 255,000
Stock issued for services 4/20 2,000 2 9,998 - 10,000
Stock issued 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)
-------------- -------------- ------------- -------------- ---------------
Stock Issued for Cash 9/15 1,000,000 1,000 249,000 - 250,000
Stock Issued for Services 9/15 150,000 150 37,350 - 37,500
Stock Issued for Services 10/01 10 1 - - 1
Stock Issued for Cash 10/14 200,000 200 149,800 - 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 - - - (104,070) (104,070)
-------------- -------------- ------------- -------------- ---------------
Balance - September 30, 2005 1,979,965 $ 1,981 $3,480,670 $(3,758,040) $ (275,389)
============== ============== ============= ============== ===============
See Accountant's Review Report
F-5
JOINTLAND DEVELOPMENT, INC.
(Formerly Global Assets and Services, Inc.
(A Development Stage Company)
Notes to Financial Statements
September 30, 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 September
30, 2005 and the results of operations for the three and nine-months ended
September 30, 2005 and for the period May 25, 1988 (inception) through September
30, 2005, and the related cash flows for the nine-months ended September 30,
2005 and the period May 25, 1988 (inception) through September 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
--------------------------------------------------------------------------------
of Operations
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The forward-looking statements included in Management's Discussion and
Analysis of Financial Condition and Results of Operations, which reflect
management's best judgment based on factors currently known, involve risks and
uncertainties. Our actual results may differ significantly from the results
discussed in the forward-looking statements. You should not regard their
inclusion as a representation by us that the objectives or plans will be
achieved. Factors that might cause such a difference include, but are not
limited to, competitive, technological, financial and business challenges making
it more difficult than expected to sell products and services. We may be unable
to hire and retain our key sales, technical and management personnel; there may
be other material adverse changes in our industry or in our operations or
business, and any or all of these factors may affect our ability to achieve our
projected sales growth. Forward-looking information provided by the Company
should be evaluated in the context of these factors.
Results of Operations for the quarter ended September 30, 2005 compared to
------------------------------------------------------------------------
quarter ended September 30, 2004
--------------------------------
The Company had no revenue for the period in 2005 or 2004. The company
incurred expenses totalling $9,002 in the quarter in 2005 compared to $234,612
in expenses in the quarter in 2004. The expenses in the quarter in 2005
consisted of legal and accounting of $8,970. The company had a net loss of
($9,002) in the quarter in 2005 compared to a ($234,612) loss in the quarter in
2004. The company had a loss per share in the quarter in 2005 of ($.01). The
loss per share in the quarter in 2004 was ($.12).
Results of Operations for the Nine Months Ended September 30, 2005 and
----------------------------------------------------------------------
September 30, 2004
------------------
The Company had no revenues for the nine month period ended September 30 in
2005 or 2004. The Company incurred expenses in the period in 2005 of $104,070
compared to $234,862 in the period in 2004. The company incurred $17,590 in
consulting, $83,849 in legal and accounting fees, $2,527 in travel in 2005
compared to $193,637 in consulting, $40,975 in legal and accounting fees, $1,125
in rent, and $869 in miscellaneous expenses in 2004 in the period. The company
had a net loss of ($104,070) in the nine month period in 2005 compared to a net
loss of ($234,862) in 2004. The net loss per share was ($.06) for the period in
2005 and ($.12) in 2004.
2
The company expects to continue to incur expenses and incur losses for the
forseeable future at a similar rate as in the nine month period in 2005. It
cannot predict revenues at the date of this report.
Liquidity and Capital Resources
-------------------------------
The Company had $677 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 ($275,000) approximately at
September 30, 2005. The Company has minimal current assets and no other assets
at September 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.
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.
3
The Company has no plans for any research and development in the next twelve
months. The Company has no commitments 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.
GOING CONCERN
The Company's auditor has issued a "going concern" qualification as part of
his opinion in the Audit Report for year ended December 31, 2004. There is
substantial doubt about the ability of the Company to continue as a "going
concern." The Company has no business, limited capital, debt in excess of
$276,000 of which is all current, minimal in cash, minimal other liquid assets,
and no capital commitments. The effects of such conditions could be to cause the
Company's bankruptcy.
Management hopes to seek and obtain funding, via loans or private
placements of stock for operations, debt and to provide working capital.
Management has plans to seek capital in the form of loans or stock private
placements.
Item 3. Controls and Procedures
-------------------------------
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, September 30, 2005 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
materially affected these controls subsequent to the date of the evaluation
referred to in the previous paragraph, including any corrective action with
regard to material deficiencies and material weaknesses.
4
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
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None
ITEM 2. CHANGES IN SECURITIES
------ ---------------------
None
ITEM 3. DEFAULT UPON SENIOR SECURITIES
------ ------------------------------
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------ ---------------------------------------------------
None
ITEM 5. OTHER INFORMATION
------ -----------------
None
ITEM 6. EXHIBITS
------- --------
A. Reports on Form 8-K:
No reports on Form 8-K were filed for the period ended
September 30, 2005.
B. Exhibits
31 Sarbanes Oxley Certification
32 Sarbanes Oxley Certification
5
JOINTLAND DEVELOPMENT, INC.
(Formerly Global Assets and 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: November 22, 2005 By: /s/ Kexi Xu
-------------------------------------
Kexi Xu, President, CEO, & CFO
6