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
June 30, 2006 33-41063-A
JOINTLAND DEVELOPMENT, 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)
7th Floor, New Henry House, No. 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 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, 2006
JOINTLAND DEVELOPMENT, INC.
(Formerly Global Assets & Services, Inc.)
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
JUNE 30, 2006
(UNAUDITED)
JOINTLAND DEVELOPMENT, INC.
(Formerly Global Assets and Services, Inc.)
(A Development Stage Company)
Balance Sheets
(Unaudited)
Unaudited Audited
June 30, December 31,
2006 2005
---------------- -----------------
ASSETS:
Current assets:
Cash $ 70 $ 144
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Total Current Assets 70 144
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TOTAL ASSETS $ 70 $ 144
================ =================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
Current Liabilities:
Accounts Payable and Accrued Liabilities $ 57,393 $ 50,849
Due to Director - Chen Yurong 6,985 -
Notes Payable - Shareholder 231,915 230,198
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Total Current Liabilities 296,293 281,047
---------------- -----------------
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
as of June 30, 2006 and December 31, 2005 respectively
Additional Paid-In Capital 3,480,670 3,480,670
Deficit accumulated during the development stage (3,778,874) (3,763,554)
---------------- -----------------
Total Stockholders' Equity (Deficit) (296,223) (280,903)
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 70 $ 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 Six-Months Ended (Inception) to
June 30, June 30, June 30,
----------------------------- -----------------------------
2006 2005 2006 2005 2006
------------- ------------ ------------ ------------ ------------
Revenue
Revenue $ - $ - $ - $ - $ 846,545
(Less) Cost of Sales - - (336,524)
------------- ------------ ------------ ------------ ------------
Gross Profit - - - - 510,021
------------- ------------ ------------ ------------ ------------
Operating Expenses
Doubtful Accounts - - - - 34,469
Consultant Fees - 17,590 - 17,590 2,189,459
Legal & Accounting 4,817 - 15,235 74,879 281,623
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 42 37 85 72 249,652
------------- ------------ ------------ ------------ ------------
Total Expenses 4,859 17,627 15,320 95,068 4,284,336
------------- ------------ ------------ ------------ ------------
Net Loss From Operations (4,859) (17,627) (15,320) (95,068) (3,774,315)
------------- ------------ ------------ ------------ ------------
Other Income
Interest Expense - - - - (8,580)
Interest Income - - - - 4,021
------------- ------------ ------------ ------------ ------------
Net Loss $ (4,859) $ (17,627) $ (15,320) $ (95,068) $(3,778,874)
============= ============ ============ ============ ============
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 $ (0.002) $ (0.009) $ (0.008) $ (0.050)
============= ============ ============ ============
See Accountants' Review Report
F-3
JOINTLAND DEVELOPMENT, INC.
(Formerly Global Assets and Services, Inc.)
(A Develoopment Stage Company)
Statements of Cash Flows
(Unaudited)
May 25, 1988
Six-Months Ended (Inception) to
June 30, June 30,
---------------------------------
2006 2005 2006
--------------- ------------- -----------------
Cash Flows from Operating Activities:
Net Loss $ (15,320) $(95,068) $(3,778,874)
Issuance of stock for services - - 2,195,438
Adjustments to reconcile net loss to cash used in
operating activities:
Increase in accounts payable 6,544 36,347 57,393
--------------- ------------- -----------------
Net Cash Flows Used by Operating Activities (8,776) (58,721) (1,526,043)
--------------- ------------- -----------------
Cash Flows from Financing Activities:
Proceeds from notes - Shareholders 1,717 551 231,915
Proceeds from Director - Advances 6,985 - 6,985
Issuance of Common Stock for Asset Acquisition - - 656,250
Issuance of Common Stock - - 630,963
--------------- ------------- -----------------
Net Cash Flows Provided by Financing Activities 8,702 551 1,526,113
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Net Increase (Decrease) in Cash (74) (58,170) 70
--------------- ------------- -----------------
Cash and cash equivalents - Beginning of period 144 58,879 -
--------------- ------------- -----------------
Cash and cash equivalents - End of period $ 70 $ 709 $ 70
=============== ============= =================
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, 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) -
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Balance - December 31, 1999 87,955 88 208,875 (208,963) -
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Balance - December 31, 2000 87,955 88 208,875 (208,963) -
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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)
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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)
------------- ------------- ------------- -------------- ---------------
Net Loss for Period - - - (15,320) (15,320)
------------- ------------- ------------- -------------- ---------------
Balance - June 30, 2006 1,979,965 1,981 3,480,670 (3,778,874) (296,223)
============= ============= ============= ============== ===============
See Accountants' Review Report
F-5
JOINTLAND DEVELOPMENT, INC.
(Formerly Global Assets & Services, Inc.)
(A Development Stage Company)
Notes to Financial Statements
June 30, 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 June 30,
2006 and the results of operations for the three and six-months ended June 30,
2006 and 2005, and for the period May 25, 1988 (inception) through June 30,
2006, and the related cash flows for the six-months ended June 30, 2006 and
2005, and the period May 25, 1988 (inception) through June 30, 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:
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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's current
liabilities exceed current assets by $296,223 and the Company's accumulated
deficit is $3.778,874 at June 30, 2006.
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 the amount of 6,985 for advances made to the
Company to pay for Company operational expenses. The amount is unsecured,
interest free and has no fixed terms of repayment.
Note 4 - Notes Payable - Related Party:
-----------------------------
A shareholder is due the 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 term of repayment.
F-6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
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OF OPERATIONS
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CAUTIONARY AND FORWARD LOOKING STATEMENTS
In addition to statements of historical fact, this Form 10-QSB contains
forward-looking statements. The presentation of future aspects of Jointland
Development, Inc. ("Jointland Development, Inc.," the "Company" or "issuer")
found in these statements is subject to a number of risks and uncertainties that
could cause actual results to differ materially from those reflected in such
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's analysis only as of the
date hereof. Without limiting the generality of the foregoing, words such as
"may," "will," "expect," "believe," "anticipate," "intend," or "could" or the
negative variations thereof or comparable terminology are intended to identify
forward-looking statements.
These forward-looking statements are subject to numerous assumptions, risks and
uncertainties that may cause Jointland Development, Inc.'s actual results to be
materially different from any future results expressed or implied by Jointland
Development, Inc. in those statements. Important facts that could prevent
Jointland Development, Inc. from achieving any stated goals include, but are not
limited to, the following:
Some of these risks might include, but are not limited to, the following:
(a) volatility or decline of the Company's stock price;
(b) potential fluctuation in quarterly results;
(c) failure of the Company to earn revenues or profits;
(d) inadequate capital to continue or expand its business, inability
to raise additional capital or financing to implement its
business plans;
(e) failure to commercialize its technology or to make sales;
(f) rapid and significant changes in markets;
(g) litigation with or legal claims and allegations by outside
parties; and
(h) insufficient revenues to cover operating costs.
There is no assurance that the Company will be profitable, the Company may not
be able to successfully develop, manage or market its products and services, the
Company may not be able to attract or retain qualified executives and technology
personnel, the Company's products and services may become obsolete, government
regulation may hinder the Company's business, additional dilution in outstanding
stock ownership may be incurred due to the issuance of more shares, warrants and
stock options, or the exercise of warrants and stock options, and other risks
inherent in the Company's businesses.
The Company undertakes no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the date hereof.
Readers should carefully review the factors described in other documents the
Company files from time to time with the Securities and Exchange Commission,
including the Quarterly Reports on Form 10-QSB and Annual Reports on Form 10-KSB
filed by the Company and any Current Reports on Form 8-K filed by the Company.
RESULTS OF OPERATIONS FOR QUARTER ENDED JUNE 30, 2006 COMPARED TO THE QUARTER
ENDED JUNE 30, 2005
The Company had no revenues in the quarter in 2005 or 2004. The Company incurred
expenses and legal and accounting fees for the quarter in 2006 of $4,817
compared to $17,627 in 2005. The Company recorded a net loss in the period in
2006 of ($4,859) and a loss of ($17,627) in 2005. The greater loss in 2005 was
due to consulting fees. The net loss per share was nominal in the period in 2006
and in 2005. The largest components of the operating expenses in 2006 in the
quarter were $4,817 in legal and accounting fees and $42 in business expenses.
RESULTS OF OPERATIONS FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2006 COMPARED TO
THE SIX MONTH PERIOD ENDED JUNE 30, 2005
The Company had no revenues in the six month period in 2006 or 2005. The Company
incurred a total of $15,320 in expenses in the period in 2006 compared to
$95,068 in the same period in 2005. In 2006, the Company incurred $15,235 for
legal and accounting compared to $74,879 in legal and accounting and $17,590 in
consulting in 2005. The Company incurred a loss of ($15,320) in the period in
2006 compared to a loss of ($95,068) in the period in 2005. The net loss per
share was nominal in 2006 and ($.05) in 2005.
The Company expects the trend of losses to continue at the present rate until it
can generate revenues.
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.
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.
ITEM 3. CONTROLS AND PROCEEDURES
The management of the Company has evaluated the effectiveness of the issuer's
disclosure controls and procedures as of the end of the period of the report
(evaluation date) and have concluded that the disclosure controls internal
controls and procedures are adequate and effective based upon their evaluation
as of the evaluation date.
There were no changes in the small business issuer's internal controls over
financial reporting identified in connection with the Company evaluation
required by paragraph (3) of Rule 13a-15 or Rule 15d-15 under the Exchange Act
that occurred during the small business issuer's fourth fiscal quarter that has
materially affected or is reasonably likely to materially affect the small
business issuer'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. 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:
None
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 10, 2006 /s/ Kexi Xu
-----------------------------------
Kexi Xu, President