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
March 31, 2006 33-41063-A
JOINTLAND DEVELOPMENT, INC.
-------------------------------
(Exact name of registrant as specified in its charter)
GLOBAL ASSETS & SERVICES, INC.
----------------------------------
(Former Name)
Florida 59-3723328
------------------------------------ --------------------------
State or Other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
7th Floor, New Henry House, 10 Ice House Street,
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 by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [_]
State 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, 2006
Transitional Small Business Disclosure Format: Yes [_] No [X]
PART I -- FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
JOINTLAND DEVELOPMENT, INC.
(FORMERLY GLOBAL ASSETS & SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2006
(UNAUDITED)
2
JASPERS + HALL, PC
CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------------------------------------
9175 Kenyon Avenue, Suite 100
Denver, CO 80237
303-796-0099
Report of Independent Registered Public Accounting Firm
To the Board of Directors
Jointland Development, Inc.
We have reviewed the accompanying balance sheet of Jointland Development, Inc.,
a development stage company, as of March 31, 2006 and the related statements of
operations and cash flows for the three-months then ended. These financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the Public
Company Accounting Oversight Board (United States). 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 the standards of the Public Company Accounting Oversight Board
(United States), the objective of which is the expression of an opinion
regarding the financial statements 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.
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. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
/s/ Jaspers + Hall, PC
Jaspers + Hall, PC
Denver, Colorado
May 23, 2006
F-1
JOINTLAND DEVELOPMENT, INC.
(Formerly Global Assets and Services, Inc.)
(A Development Stage Company)
Balance Sheets
Unaudited Audited
March 31, December 31,
2006 2005
----------------- ------------------
ASSETS:
Current assets:
Cash $ 112 $ 144
----------------- ------------------
Total current assets 112 144
----------------- ------------------
TOTAL ASSETS $ 112 $ 144
================= ==================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
Current Liabilities:
Accounts Payable and Accrued Liabilities $ 52,951 $ 50,849
Due to Director - Chen Yurong 6,610 -
Notes Payable - Shareholder 231,915 230,198
----------------- ------------------
Total Current Liabilities 291,476 281,047
----------------- ------------------
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 March 2006 and December 2005
Additional Paid-In Capital 3,480,670 3,480,670
Deficit accumulated during the development stage (3,774,015) (3,763,554)
----------------- ------------------
Total Stockholders' Deficit (291,364) (280,903)
----------------- ------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 112 $ 144
================= ==================
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,
----------------------------------
2006 2005 2006
--------------- -------------- -----------------
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 10,418 74,879 276,806
Advertising - - 14,542
Directors and Officers Fees - - 1,409,500
Telephone - - 30,412
Transfer Agent Fees - - 150
Travel - 2,527 21,935
Rent - - 52,594
Other General Expenses 43 35 249,610
--------------- -------------- -----------------
Total Expenses 10,461 77,441 4,279,477
--------------- -------------- -----------------
Net Loss From Operations (10,461) (77,441) (3,769,456)
--------------- -------------- -----------------
Other Income
Interest Expense - - (8,580)
Interest Income - - 4,021
--------------- -------------- -----------------
Net Loss $ (10,461) $ (77,441) $ (3,774,015)
=============== ============== =================
Per Share Information:
Weighted average number of
common shares outstanding 1,979,965 1,979,965
--------------- --------------
Net Loss per Common Share $ (0.01) $ (0.04)
=============== ==============
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
Three-Months Ended (Inception) to
March 31, March 31,
---------------------------------
2006 2005 2006
--------------- ------------- -----------------
Cash Flows from Operating Activities:
Net Loss $ (10,461) $(77,441) $ (3,774,015)
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) -
Increase in accounts payable 2,102 39,963 52,951
--------------- ------------- -----------------
Net Cash Flows Used by Operating Activities (8,359) (43,909) (1,525,627)
--------------- ------------- -----------------
Cash Flows from Financing Activities:
Proceeds from Notes Payable 1,717 551 231,915
Proceeds from Director 6,610 6,610
Issuance of Common Stock for Asset Acquisition - - 656,250
Issuance of Common Stock - - 630,964
--------------- ------------- -----------------
Net Cash Flows Provided by Financing Activities 8,327 551 1,525,739
--------------- ------------- -----------------
Net Increase (Decrease) in Cash (32) (43,358) 112
--------------- ------------- -----------------
Cash and cash equivalents - Beginning of period 144 58,879 -
--------------- ------------- -----------------
Cash and cash equivalents - End of period $ 112 $ 15,521 $ 112
=============== ============= =================
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)
Statement of Stockholders' Equity (Deficit)
March 31, 2006
(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 Year - - - (109,584) (109,584)
------------- ------------- ------------ ------------- ---------------
Balance - December 31, 2005 1,979,965 1,981 3,480,670 (3,763,554) (280,903)
------------- ------------- ------------ ------------- ---------------
Loss for Period - - - (10,461) (10,461)
------------- ------------- ------------ ------------- ---------------
Balance - March 31, 2006 1,979,965 $ 1,981 $3,480,670 $(3,774,015) $ (291,364)
============= ============= ============ ============= ===============
See Accountants' Review Report
F-5
JOINTLAND DEVELOPMENT, INC.
(Formerly Global Assets & Services, Inc.)
(A Development Stage Company)
Notes to Financial Statements
March 31, 2006
(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,
2006 and the results of operations and cash flows for the three-months ended
March 31, 2006 and 2005, and May 25, 1988 (inception) to March 31, 2006. 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, 2005.
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.
Note 3 - Due to Director:
---------------
The Director (Chen Yurong) is due an amount of $6,610 for advances made to the
Company to pay for Company expenses. The amount is unsecured, interest free and
has no fixed terms of repayment.
Note 4 - Notes Payable - Related Party:
-----------------------------
A shareholder is due an amount of $231,915 for advances made to the Company to
pay for Company expenses. The amount is unsecured, interest free and has no
fixed terms of repayment.
F-6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATIONS FOR THREE MONTH PERIOD ENDED MARCH 31, 2006 COMPARED TO
SAME PERIOD IN 2005
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 $43 and $10,418 in legal and accounting
for the three month period in 2006 compared to $77,441 in 2005 of which $74,879
consisted of legal and accounting. There were no revenues for the period in 2006
or 2005. The Company recorded a net loss of ($10,461) in the period in 2006
compared to ($77,441) in 2004. The net loss per share was ($0.01) in the period
in 2006 compared to ($0.04) in 2005.
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.
3
Need for Additional Financing
The Company believes it has insufficient 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. As the 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.
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, March 31, 2006 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, March 31,
2006, 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.
4
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, March 31, 2006, 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.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
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 AND REPORTS ON FORM 8-K
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 25, 2006 /s/ Kexi Xu
-----------------------------------
Kexi Xu, President
7