UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended: December 31, 2005
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from _________ to _________
Commission File number: 000-30145
JOINTLAND DEVELOPMENT, INC.
-------------------------------
(Name of small business issuer in its charter)
Florida 59-3723328
-------- ----------
State or Other Jurisdiction (I.R.S. Employer Identification
of incorporation or organization) Number)
7th Floor, New Henry House, No.10 Ice House Street, Central, Hong Kong, China
------------------------------------------------------------
(Address of principal Executive Offices Zip Code)
Registrant's telephone number, including area code: 011 852 2824 0008
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act.
Check whether the issuer (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 such filing requirements for the past
90 days.
Yes [X] No [_]
Check if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]
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 issuer's revenues for its most recent fiscal year. $0
As of December 31, 2005, 1,979,956 shares of common stock and no shares of
preferred stock were outstanding. The aggregate market value of the 779,956
shares of Stock held by non-affiliates of Registrant was $2,519,820 based upon a
closing price of $4.00 on December 30, 2005.
Documents incorporated by reference: (1) The Company's Registration
Statement on Form S-18 (33-41063-A).
Traditional Small Business Disclosure Format: Yes [_] No [X]
TABLE OF CONTENTS
PART I PAGE
Item 1. Description of Business 1
Item 2. Description of Property 6
Item 3. Legal Proceedings 6
Item 4. Submission of Matters to a Vote of Security Holders 6
PART II
Item 5. Market for Common Equity and Related Stockholder Matters 6
Item 6. Management's Discussion and Analysis or Plan of Operation 7
Item 7. Financial Statements 10
Item 8. Changes in and Disagreements With Accountants on Accounting 10
and Financial Disclosure
Item 8A. Controls and Procedures 10
Item 8B. Other Information 10
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act 11
Item 10. Executive Compensation 12
Item 11. Security Ownership of Certain Beneficial Owners and Management 14
Item 12. Certain Relationships and Related Transactions 15
Item 13. Exhibits and Reports on Form 8-K 16
Item 14. Principal Accountant Fees & Services 18
SIGNATURES 19
Part I
Item 1. Description of Business
General Description of Company
------------------------------
History
--------
Jointland Development, Inc., ("the Company" or "JLDV") a Florida corporation was
organized in May 25, 1988 as Cornerstone Capital, Inc. and the name was changed
on September 22, 1990 to Chatham International, Inc. It completed an initial
public offering which commenced on November 14, 1991, comprised of 16,268 shares
of Common Stock and One Zero Coupon U.S. Treasury-Backed Obligation ("USTBO")
with a maturity value of $1,000 at a price of $1,000. The Registrant offered a
maximum of 3,000 units and a minimum of 75 units on a best efforts basis. The
underwriter for the offering was Boe and Company formerly known as SBV
Securities, Inc. A total of 98 units was sold and net proceeds were $67,770. The
Company closed its offering May 14, 1992.
The Company intended upon completion of the public offering, to commence
operations as an export management company and provide a range of business
services and assistance to manufacturers desiring to do business in foreign
markets. The Company was unsuccessful in its efforts. The Company is presently
in the developmental stage.
In April 1996, the Company merged with Chatham International, Inc. The Company
changed its name to Art Music and Entertainment, Inc. on April 5, 1996.
The Company utilized most of 1996 to further develop its business plan and
acquire the following companies, and develop business plans of each. Certain
subsidiaries were acquired under a stock exchange agreement which utilized a
$10.00 per share value for its stock.
1
The Company renegotiated in January 1997 with the former owners of the various
assets acquired by the respective classes of convertible preferred stock,
culminating in October 1997 with the exchange of all of the classes of issued
preferred stock for restricted common shares of the Company. The number of the
restricted common shares issued for each class of preferred shares is as
follows:
Retired Class G Preferred for 28,000 shares of common
Retired Class I Preferred for 230,000 shares of common
Retired Class F Preferred for 7,967 shares of common
Retired Class E Preferred for 10,000 shares of common
Retired Class C Preferred for 100,000 shares of common
Retired Class A Preferred for 380,000 shares of common
The Company changed its name in 2001 to Global Assets & Services, Inc.
On December 20, 2001, Global Assets & Services, Inc. completed a Share Purchase
Agreement with shareholders of S.D.E. Holdings 3 Inc. in which Global Assets &
Services, Inc., a Florida corporation, acquired all 500,000 shares outstanding
of the Registrant for the purposes of accomplishing a Merger of S.D.E. Holdings
3 Inc. and Global Assets & Services, Inc. The Merger was subsequently completed
on December 20, 2001.
The Company is a successor registrant pursuant to Section 12(g) 3 of the
Securities Exchange Act of 1934, by virtue of a statutory merger of the Parent,
Global Assets & Services, Inc. a Florida corporation, and its wholly owned
subsidiary, S.D.E. Holdings 3 Inc., a Nevada corporation, with Global Assets &
Services, Inc. being the survivor. There was no change to the issued and
outstanding shares of Global Assets & Services, Inc. and all shares of S.D.E.
Holdings 3 Inc. were retired by virtue of the merger.
Global Assets & Services, Inc. (the "Company") acquired licenses and attempted
to market products and software from developers in Japan but was unsuccessful.
In August 2004, the Company formed a wholly owned subsidiary, Global Tech
Assets, Inc. in the State of Florida. The Company transferred all of its non-
operating licenses to the subsidiary and distributed all of the stock of Global
Tech Assets, Inc. as a dividend to the Company's shareholders of record as of
September 30, 2004.
The Company has no business operations, and the Company is seeking a business
acquisition which is able to utilize a public company.
2
Subsidiaries
------------
None.
Services
--------
None.
Competition
-----------
The Company will be in competition with many companies of much greater
experience, financial resources and long established businesses. There is no
assurance that the Company will have any success in competition with other
businesses.
Employees and Consultants
-------------------------
The Company presently has no salaried employees, and its Chairman of the
Board/President, Kexi Ku, and Secretary, Yi Tung Alice Anastasia Chan serve on
an as needed basis. These officers intend to devote only such time as necessary
to the business affairs of the Company.
Presently, none of the officers receive salaries; however, they are paid
consulting fees in stock, and they are reimbursed for their expenses incurred in
their services as officers. There is no provision for any additional bonuses or
benefits. The Company anticipates that in the near future it may enter into
employment agreements with its officers. Although Directors do not receive
compensation for their services they may be reimbursed for expenses incurred in
attending Board meetings.
Item 2. Description of Property
The Company maintains its corporate records at Rooms 1203-8, 12th Floor, Hang
Seng Building, No. 77 Des Voeux Road, Central, Hong Kong, China.
Item 3. Legal Proceedings
The Company is not a party to any pending legal proceedings, as of date of this
report.
Item 4. Submission of Matters to a Vote of Security Holders
None
3
Part II
Item 5. Market for Common Equity and Related Stockholder Matters
The outstanding shares of Jointland Development, Inc. are presently traded
on the OTC Bulletin Board under the symbol JLDV.BB.
Common Stock Common Stock
2005 Bid High Bid Low
----------------------------------------------------------------
1st Quarter 1.00 0.30
2nd Quarter 1.00 0.10
3rd Quarter 1.00 0.10
4th Quarter 0.35 0.25
Common Stock Common Stock
2004 Bid High Bid Low
----------------------------------------------------------------
1st Quarter .05* .04*
2nd Quarter .10* .02*
3rd Quarter .08* .03*
4th Quarter 4.10 .05*
* Pre-reverse split one for fifty December 21, 2004.
The Company's shares trade over the counter on the OTC Bulletin Board Quotations
represent only prices between dealers and do not include retail markups,
markdowns or commissions and accordingly, may not represent actual transactions.
The Company estimates that as of December 31, 2005, there are approximately 219
stockholders of record of the Company's shares.
No dividends have been declared or paid by the Company and the Company presently
intends to retain all future earnings, if any, to finance the expansion and
development of its business.
Item 6. Management's Discussion and Analysis or Plan of Operation
Financial Condition
-------------------
During fiscal year 2005, the Company continued to be a development stage entity
with no sales and revenues. The company had no capital for operations and had
minimal business operations.
Financial Condition and Changes in Financial Condition
------------------------------------------------------
Liquidity and Capital Assets.
----------------------------
The Company's primary source of liquidity since inception has been from
funds raised during its initial capitalization. The company has no sources of
capital except to use its stock for private placements. The company will be
reliant upon loans from officers for any cash needs. No loan commitments have
been made by anyone.
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 ($280,903) at December 31, 2005.
The Company has $144 chas for current assets and no other assets.
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 business or whether it will incur further
operating losses through 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.
4
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 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.
Results of Operations 2005 Compared to 2004
-------------------------------------------
Business operations were minimal and no revenues were generated in 2005 or
2004. The Company at year end had minimal cash. The Company needed cash or loans
from any sources, for any significant business operations.
During the fiscal year ended December 31, 2005, the Company incurred
general and administrative expenses of $109,581 compared to $556,182 in
expenses in 2004. The net loss was ($109,584) in 2005 compared to ($556,182)
in 2004. Loss per share was ($.06) in 2005 and ($.31) in 2004.
The largest factors in expenses for the Company were consultant fees:
legal and accounting fees of $105,915 in 2005 versus $43,265 in 2004 and travel
expenses of $2,526 in 2005 versus $0 in 2004. The Company incurred no officer/
director fees in 2005 or in 2004.
Evaluation of Internal and Disclosure Controls
----------------------------------------------
The management of the company has evaluated the effectiveness of the
issuer's disclosure controls and procedures as of a date within 90 days prior to
the filing date of the report (evaluation date) and have concluded that the
disclosure controls and procedures are adequate and effective based upon their
evaluation as of the evaluation date.
There were no significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to the date of the
most recent evaluation of such, including any corrective actions with regard to
significant deficiencies and material weaknesses.
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. Lack of its existing
capital may be a sufficient impediment to prevent it from accomplishing the goal
of carying out the business plan as it attempts its business plan, 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.
Irrespective of whether the Company's cash assets prove to be
inadequate to meet the Company's operational needs, the Company might seek to
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, however, if it achieves a
business acquisition, it may acquire or add employees of an unknown number in
the next twelve months.
The Company's auditor has issued a "going concern" qualification as
part of his opinion in the Audit Report.
5
There is substantial doubt about the ability of the Company to continue as a
"going concern." The Company has no developed business, capital of $144 and debt
in excess of $281,047 at year end, all of which is current, moderate cash, no
assets, and no capital commitments. The effects of such conditions could easily
be to cause the Company's bankruptcy.
The Company has incurred significant losses from operations for the year
ended December 31, 2005 totalling ($109,584) and such losses are expected to
continue. In addition, the company has a $281,000 (approximately) working
capital deficit for the year ended December 31, 2005. The foregoing raises
substantial doubt about the Company's ability to continue as a going concern.
Management's plans include seeking additional capital and/or debt financing or
the possible sale of the Company. There is no guarantee that additional capital
and/or debt financing will be available when and to the extent required, or that
if available, it will be on terms acceptable to the Company. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
The Company has received an opinion from its independent auditors containing an
explanatory paragraph that describes such auditors' uncertainty as to the
Company's ability to continue as a going concern due to the Company's negative
cash flow. As of the date the independent auditors rendered this opinion, the
Company did not have access to sufficient committed capital to meet the
Company's projected operating needs for at least the next twelve months. If the
Company does not achieve positive operating results within the next few months,
then it will require additional financing. If positive operating results are not
achieved in the short term, then the Company intends to take measures to reduce
expenditures so as to minimize its requirements for additional financing, which
financing may not be available on terms acceptable to the Company, if at all.
Such measures may include reduction of the Company's cost of operations and
restructuring employee compensation packages. There can be no assurance that the
Company will be able to generate internally or raise sufficient funds to
continue the Company's operations, or that the Company's independent auditors
will not issue another opinion with a going concern qualification. The Company's
consolidated financial statements do not include any adjustments to reflect the
possible future affects on the recoverability and classification of assets or
the amounts and classification of liabilities that may result from the Company's
possible inability to continue its operations.
Item 7. Financial Statements
Attached hereto and filed as part of this Form 10-KSB are the financial
statements required by Regulation SB. Please refer to pages F-1 through F-11.
Item 8. Changes in and Disagreements on Accounting and Financial Disclosure
Michael Johnson & Co., LLC, former auditor for the Company, was dismissed as
auditor on June 1, 2005. Jaspers + Hall, PC was engaged as auditors for Company
on June 1, 2005. The change resulted because Michael Johnson & Co., LLC was
acquired by Jaspers + Hall, PC.
The Change of Accountants was approved by the Board of Directors. No audit
committee exists other than the members of the Board of Directors.
In connection with audit of the two most recent fiscal years and through the
date of termination of the accountants, no disagreements exist with any former
accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope of procedure, which disagreements if not
resolved to the satisfaction of the former accountant would have caused them to
make reference in connection with his report to the subject of the
disagreement(s).
6
The audit report by Michael Johnson & Co., LLC. for the period ended December
31, 2005 and December 31, 2004, contained an opinion which included a paragraph
discussing uncertainties related to continuation of the Registrant as a going
concern. Otherwise, the audit report by Michael Johnson & Co., LLC for the
period December 31, 2005 and December 31, 2004, did not contain an adverse
opinion or disclaimer of opinion, nor was qualified or modified as to
uncertainty, audit scope, or accounting principles.
Item 8A. Control and Procedures
The management of the company has evaluated the effectiveness of the
issuer's disclosure controls and procedures as of December 31, 2005 (evaluation
date) and have concluded that the disclosure controls and procedures are
adequate and effective based upon their evaluation as of the evaluation date.
There were no changes in internal controls or in other factors that could
affect internal controls subsequent to December 31, 2005, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Item 8B. Other Information
None
Part III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a).
The directors and executive officers of the Company as of December 31, 2004, are
as follows:
Name Age Position Held Tenure
---- --- ------------- ------
Kexi Xu 43 President & Director Annual
Yi Tung Alice Anastasia Chan 38 Secretary & Director Annual
(resigned December 2005)
On December 31, 2005, Ms. Chan Yi Tung Alice Anastasia, the Registrant's
Secretary/Treasurer and Director, voluntarily resigned as an officer and
director of the Company for personal reasons. At the time of her resignation,
Ms. Chan Yi Tung Alice Anastasia had no disagreement with the Registrant on any
matter relating to the Registrant's operations, policies or practices.
Mr. Xu Kexi, age 43, graduated from high school in Shanghai in 1982. Mr. Xu
was the supervisor of the Shanghai Textile Company from 1982 to 1985, the Export
Manager of Shengzhen China Import-Export Company from 1985-1990, the Manager of
Shanghai Galaxy Film Limited from 1990-1996. From 1996 to the present, Mr. Xu
has been the Chief Executive Officer of Shanghai Asia Loyalty Tradings Limited.
On December 31, 2005 Mr. King Wong was appointed Secretary and Treasurer of
the Company by the Board of Directors. Mr. King Wong has agreed to accept
appointment as Director effective 10 days after the mailing of notice to
shareholders of the Company pursuant to Section 14F of the Securities Exchange
Act of 1934. Mr. Wong's biographical information is as follows:
Mr. Wong King, age 49, has attained university education level in Hangzhou
in the People's Republic of China. Mr. Wong has extensive experience in trading,
import and export and also property development business. He has worked in
various companies established in Zhejiang in Hangzhou, Shanghai and Hong Kong,
including the China Resources (Holdings) Co. Ltd. in Hong Kong.
7
On December 31, 2005, Madam Chen Yurong was appointed a director of the
Company by the Board of Directors. Madam Chen Yurong's biographical information
is as follows:
Madam Chen Yurong, age 27, was graduated in July 2000 from the Xi'an
International Studies University. During the period between August 2000 and
November 2004, Madam Chen has worked for a renowned property development group
in the People's Republic of China by the name of Zhejiang Zhong'an Real Estate
Development Co., Ltd. Her scope of work included working as a manager in the
finance department of the group as well as being a deputy general manager of the
group. As from January 2005 onwards, Madam Chen has been appointed as the
president of an associate company of Zhejiang Zhong'an Real Estate Development
Co., Ltd.
None of the above individuals have a criminal history or have had any adverse
securities actions taken against them.
The directors named above will serve until the next annual meeting of the
Company's stockholders. Thereafter, directors will be elected for one-year terms
at the annual stockholders' meeting. Officers will hold their positions at the
pleasure of the board of directors, absent any employment agreement, of which
none currently exists or is contemplated. There is no arrangement or
understanding between the directors and officers of the Company and any other
person pursuant to which any director or officer was or is to be selected as a
director or officer.
The directors and officers of the Company will devote such time to the Company's
affairs on an "as needed" basis, but less than 20 hours per month. As a result,
the actual amount of time which they will devote to the Company's affairs is
unknown and is likely to vary substantially from month to month.
Item 10. Executive Compensation.
The Company does not have any employee incentive stock option plans.
8
SUMMARY COMPENSATION TABLE OF EXECUTIVES
Annual Compensation Awards
Name and Year Consulting Bonus Other Annual Restricted Securities Long Term All Other
Principal Fees ($) or ($) Compensation ($) Stock Underlying Compensation Compensation
Position Salary Award(s)($) Options/SARs Option
-------- ---- -------- ------- ---------------- ----------- ------------ ------ -------------
========= ==== ========= ======== ================ =========== ============= ======= =============
Kexi Xu,(1) 2005 0 0 0 0 0 0 0
President, 2004 0 0 0 0 0 0 0
Director 2003 0 0 0 0 0 0 0
========= ==== ========= ======== ================ =========== ============= ======= =============
Yi Tung 2005 0 0 0 0 0 0 0
Alice 2004 0 0 0 0 0 0 0
Anastasia 2003 0 0 0 0 0 0 0
Chan
Secretary,
Director
(resigned
2005)
========= ==== ========= ======== ================ =========== ============= ======= =============
King Wong, 2005 0 0 0 0 0 0 0
Secretary/ 2004 0 0 0 0 0 0 0
Treasurer 2003 0 0 0 0 0 0 0
========= ==== ========= ======== ================ =========== ============= ======= =============
Madam Chen 2005 0 0 0 0 0 0 0
Yurong, 2004 0 0 0 0 0 0 0
Director 2003 0 0 0 0 0 0 0
========= ==== ========= ======== ================ =========== ============= ======= =============
Officers 2004 0 0 0 0 0 0 0
as a Group 2003 0 0 0 0 0 0 0
2002 0 0 0 0 0 0 0
========= ==== ========= ======== ================ =========== ============= ======= =============
As of December 31, 2005, Yi Tung Alice Anastasia Chan resigned as Director and
Secretary/Treasurer of the Company. As of December 31, 2005, Mr. King Wong was
appointed Secretary/Treasurer, and Madam Chen was appointed Director of the
Company.
9
Option/SAR Grants Table (None)
Aggregated Option/SAR Exercises in Last Fiscal Year an FY-End Option/SAR value
(None)
Long Term Incentive Plans - Awards in Last Fiscal Year (None)
DIRECTOR COMPENSATION FOR LAST FISCAL YEAR
(Except for compensation of Officers who are also Directors which Compensation
is listed in Summary Compensation Table of Executives)
Cash Compensation Security Grants
Name Annual Meeting Consulting Number Number of
Retainer Fees ($) Fees/Other of Securities
Fees ($) Fees ($) Restricted Underlying
Shares (#) Options/SARs(#)
------------------------------ ---------- ---------------- --------------- ------------------------------ ---------------
A. Kexi Xu 2005 0 0 0 0 0
2004 0 0 0 0 0
2003 0 0 0 0 0
B. Yi Tung Alice Anastasia Chan 2005 0 0 0 0 0
(resigned 12/31/05) 2004 0 0 0 0 0
2003 0 0 0 0 0
C. Madam Yurong Chen 2005 0 0 0 0 0
2004 0 0 0 0 0
2003 0 0 0 0 0
D. Directors as a Group 2005 0 0 0 0 0
2004 0 0 0 0 0
2003 0 0 0 0 0
============================== ========= ================ =============== ================== ============= =================
Option/SAR Grants Table (None)
Aggregated Option/SAR Exercises in Last Fiscal Year an FY-End Option/SAR
value (None)
Long Term Incentive Plans - Awards in Last Fiscal Year (None)
10
Option/SAR Grants Table
Name Number of Securities % of Total Exercise Expiration
Underlying Options/SARs or Price Date
Options/SARs Granted to Employees ($/Sh)
Granted (#) in Fiscal Year
-------------------------------------------------------------------------------------------------------------------
None
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR value
Name Shares Value Number of Securities Value of Unexercised
Acquired Realized Underlying In the Money
on ($) Unexercised Options/SARs at FY-
Exercise Options/SARs at FY- End ($) Exercisable/
(#) End (#) Exercisable/ Unexercisable
Unexercisable
---------------------------------------------------------------------------------------------------------------------
None
Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
The following table sets forth information, as of December 31, 2005, with
respect to the beneficial ownership of the Company's common stock (or Preferred
Convertible Stock which would represent 5% or more of the Company's common
stock) by each person known by the Company to be the beneficial owner of more
than five percent of the outstanding common stock, and by current officers and
directors of the Company. There were 1,979,956 shares issued and outstanding at
December 31, 2005.
a.) Officers and Directors
Stock Title Name and Address Amount of Beneficial Percentage
of Class of Beneficial Owner Ownership of Class
-------- ------------------- --------- --------
Common Kexi Xu, 0 0%
(President & Director)
Common Yi Tung Alice Anastasia Chan 0 0%
(Secretary & Director)
(Resigned 12/31/05)
Common King Wong 0 0%
(Secretary)
11
Common Madam Yurong Chen 1,000,000 50.5%
(Director)
Common Shen Tiojuan 200,000 10.1%
Top Harmony Holdings, LTD. 150,000 7.5%
(beneficially Kin Man Chan)
All Officers and 1,000,000 50.5%
Directors as a Group
(3 Persons)
Item 12. Certain Relationships and Related Transactions
On December 22, 2005, Madam Chen purchased 1,000,000 shares of the Company
(50.5% of the issued share capital of the Company).
Part IV
Item 13. Exhibits
(a) The following exhibits and financial statement schedules are filed as
exhibits to this Report:
Exhibits
Exhibit # Description Location/Page Number
--------- ----------------------------------- -----------------------------------
3.1 Articles of Incorporation Exhibit to Registration
Statement filed November
14, 1991 by Registrant on Form S-18
3.2 Bylaws of Registrant Exhibit to Registration
Statement filed November
14, 1991 by Registrant on Form S-18
3.3 Articles of Amendment As filed in Exhibit herewith
10.1 Articles of Amendment to Articles Exhibit listed under hardship exemption
of Incorporation of Art Music as provided in Rule 202 of Regulation
& Entertainment, Inc. and Cert. of S-T. Hardship Exemption grant date:
Designation, Preferences, Rights and 5/27/97
Limitation of Classes C, E, F, G, H, I
Convertible Preferred Stock
12
10.2 Articles of Incorporation of Art Music Exhibit listed under hardship exemption
& Entertainment with attachments as provided in Rule 202 of Regulation
S-T. Hardship Exemption grant date:
5/27/97
10.3 Articles of Amendment to Articles of Exhibit listed under hardship exemption
Incorporation of Chatham International, as provided in Rule 202 of Regulation
Inc. S-T. Hardship Exemption grant date:
5/27/97
10.4 Articles of Incorporation of Cornerstone Exhibit listed under hardship exemption
Capital, Inc. as provided in Rule 202 of Regulation
S-T. Hardship Exemption grant date:
5/27/97
10.5 Articles of Incorporation of International Exhibit listed under hardship exemption
Jazz Hall of Fame Production Co., Inc. as provided in Rule 202 of Regulation
S-T. Hardship Exemption grant date:
5/27/97
10.6 Articles of Incorporation of Exhibit listed under hardship
exemption as provided in Rule 202
Octopus Entertainment, Inc. of Regulation S-T. Hardship
Exemption grant date: 5/27/97
10.7 Articles of Amendment to Articles of Exhibit listed under hardship exemption
Incorporation of Octopus Entertainment, as provided in Rule 202 of Regulation
Inc. S-T. Hardship Exemption grant date:
5/27/97
10.8 Articles of Incorporation of Marin Exhibit listed under hardship exemption
Movies, Inc. as provided in Rule 202 of Regulation
S-T. Hardship Exemption grant date:
5/27/97
10.9 Articles of Amendment to Articles of Exhibit listed under hardship exemption
Incorporation of Marin Movies, Inc. as provided in Rule 202 of Regulation
S-T. Hardship Exemption grant date:
5/27/97
10.10 Articles of Incorporation of Classical Exhibit listed under hardship exemption
Music Collection, Inc. as provided in Rule 202 of Regulation
S-T. Hardship Exemption grant date:
5/27/97
10.11 Articles of Amendment to Articles of Exhibit listed under hardship exemption
Incorporation of Classical Music as provided in Rule 202 of Regulation
Collection, Inc. S-T. Hardship Exemption grant date:
5/27/97
10.12 Articles of Incorporation of Spellbinder Exhibit listed under hardship exemption
Productions, Inc. and Articles of as provided in Rule 202 of Regulation
Amendment to Articles of Incorporation S-T. Hardship Exemption grant date:
5/27/97
10.13 Bylaws of Art Music & Exhibit listed under hardship exemption
Entertainment, Inc. as provided in Rule 202 of Regulation
S-T. Hardship Exemption grant date:
5/27/97
10.14 Certificate of Name Change Exhibit listed under hardship exemption
as provided in Rule 202 of Regulation
S-T. Hardship Exemption grant date:
5/27/97
13
10.15 Articles of Amendment to Articles of Exhibit listed under hardship exemption
Incorporation of Chatham International, as provided in Rule 202 of Regulation
Inc. S-T. Hardship Exemption grant date:
5/27/97
10.16 Agreement and Plan of Reorganization Exhibit listed under hardship exemption
of AM&E, Inc. and IJHFPC as provided in Rule 202 of Regulation
S-T. Hardship Exemption grant date:
5/27/97
10.17 License Agreement for PCMCIA Based Distribution
System
10.18 License Agreement for Tomigel & Junon Systems
31 Sarbanes-Oxley Certification
32 Sarbanes-Oxley Certification
Item 14. Principal Accountant Fees and Services
General. Jaspers + Hall, PC ("Jaspers + Hall") is the Company's principal
auditing accountant firm. The Company's Board of Directors has considered
whether the provisions of audit services is compatible with maintaining MJC's
independence.
Audit Fees. Jaspers + Hall billed the Company $1,500 for the following
professional services: audit of the annual financial statement of the Company
for the fiscal year ended December 31, 2005. Michael Johnson & Co., LLC billed
the Company $1,500 for the 2004 audit.
There were no audit related fees in 2005 or 2004. There were no tax fees or
other fees in 2005 or 2004.
The Company's Board acts as the audit committee and had no "pre-approval
policies and procedures" in effect for the auditors' engagement for the audit
year 2005 and 2004.
All audit work was performed by the auditors' full time employees.
14
JOINTLAND DEVELOPMENT, INC.
(Formerly Global Assets & Services, Inc.)
(A Development Stage Company)
Financial Statements
December 31, 2005
JASPERS + HALL, PC
CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------------------------------------
9175 Kenyon Avenue, Suite 100
Denver, CO 80237
303-796-0099
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Jointland Development, Inc.
We have audited the accompanying balance sheets of Jointland Development, Inc.,
(a Development Stage Company formerly known as Global Assets Services, Inc.) as
of December 31, 2005 and the related statements of operations, cash flows and
changes in stockholders' equity for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Jointland Development, Inc. at
December 31, 2005, and the results of its operations and its cash flows for the
year then ended, in conformity with accounting principles generally accepted in
the United States.
The financial statements for the year ended December 31, 2004, were audited by
other accountants, whose report dated April 14, 2005 on those statements
included an explanatory paragraph describing conditions that raised substantial
doubt about the Company's ability to continue as a going concern.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As described in Note 5 to the
financial statements, the Company is in the development stage, and 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
April 5, 2006
F-1
JOINTLAND DEVELOPMENT, INC.
(Formerly Global Assets & Services, Inc.)
(A Development Stage Company)
Balance Sheets
December 31,
December 31,
----------------------------------
2005 2004
---------------- ---------------
ASSETS;
Current Assets:
Cash $ 144 $ 58,879
---------------- ---------------
Total Current Assets 144 58,879
---------------- ---------------
TOTAL ASSETS $ 144 $ 58,879
================ ===============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts Payable and Accrued Liabilities $ 50,849 $ -
Advance - Shareholder 230,198 230,198
---------------- ---------------
Total Current Liabilities 281,047 230,198
---------------- ---------------
Stockholders Equity:
Common stock, $.001 par value, 100,000,000 shares
authorized, 1,979,965 shares issued and outstanding 1,981 1,981
in 2004 629,955 shares outstanding in 2003
Additional Paid-In Capital 3,480,670 3,480,670
Deficit accumulated during the
development stage (3,763,554) (3,653,970)
---------------- ---------------
Total Stockholders Equity (Deficit) (280,903) (171,319)
---------------- ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 144 $ 58,879
================ ===============
The accompanying notes are an integral part of these financial statements.
F-2
JOINTLAND DEVELOPMENT, INC.
(Formerly Global Assets & Services, Inc.)
(A Development Stage Company)
Statements of Operations
May 25,
1988
(Inception) to
December 31, December 31,
----------------------------------------
2005 2004 2005
----------------- ----------------- -----------------
Revenue:
Revenue $ - $ - $ 846,545
(Less) Cost of Sales - - (336,524)
----------------- ----------------- -----------------
Total Income - - 510,021
----------------- ----------------- -----------------
Operating Expenses
Doubtful Accounts - - 34,469
Consultants Fees - 492,347 2,189,459
Legal and Accounting Fees 105,915 43,265 266,388
Advertising - - 14,542
Directors and Officers Fees - - 1,409,500
Telephone - - 30,412
Travel 2,526 - 21,935
Transfer Agent Fees 150 - 150
Rent - - 52,594
Other General Expenses 990 20,570 249,567
----------------- ----------------- -----------------
Total Expenses 109,581 556,182 4,269,016
----------------- ----------------- -----------------
Net Loss From Operations (109,581) (556,182) (3,758,995)
----------------- ----------------- -----------------
Other Income
Interest Expense (3) - (8,580)
Interest Income - - 4,021
----------------- ----------------- -----------------
Net Loss $ (109,584) $ (556,182) $ (3,763,554)
================= ================= =================
Per Share Information:
Weighted average number
of common shares outstanding 1,979,965 1,979,965
----------------- -----------------
Net Gain (Loss) per common share $ (0.06) $ (0.31)
================= =================
The accompanying notes are an integral part of these financial statements.
F-3
JOINTLAND DEVELOPMENT, INC.
(Formerly Global Assets & Services, Inc.)
(A Development Stage Company)
Stockholders' Equity (Deficit)
December 31, 2005
Deficit
COMMON STOCKS Additional Accum. During Total
---------------------------
Paid-In Development Stockholders'
# of Shares Amount Capital Stage Equity (Deficit)
----------- ------ ------------- -------------- ---------------
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, 2004 1,979,965 $ 1,981 $3,480,670 $(3,763,554) $ (280,903)
============ =========== ============= ============== ===============
All stocks shown reflect a 1 for 50 reverse stock split
The accompanying notes are an integral part of these financial statements.
F-4
JOINTLAND DEVELOPMENT, INC.
(Formerly Global Assets & Services, Inc.)
(A Development Stage Company)
Statements of Cash Flow
Indirect Method
May 25, 1988
Year Ended (Inception) to
December 31, December 31,
2005 2004 2005
--------------- --------------- -----------------
Cash Flows from Operating Activities:
Net Loss $ (109,584) $ (556,182) $ (3,763,554)
Issuance of common stock for services - 37,500 2,195,437
Adjustments to reconcile net loss to cash used in
operating activities:
Increase (decrease) in accounts payable 50,849 (21,795) 50,849
--------------- --------------- -----------------
Net Cash Used by Operating Activities (58,735) (540,477) (1,517,268)
--------------- --------------- -----------------
Cash Flows from Financing Activities:
Proceeds from Advances - Shareholder - 199,023 230,198
Issuance of common stock for Asset Acquisition - - 656,250
Issuance of common stock - 400,001 630,964
--------------- --------------- -----------------
Net Cash Provided by Financing Activities - 599,024 1,517,412
--------------- --------------- -----------------
Net Increase (Decrease) in Cash & Cash Equivalents (58,735) 58,547 144
Beginning Cash & Cash Equivalents 58,879 332 -
--------------- --------------- -----------------
Ending Cash & Cash Equivalents $ 144 $ 58,879 $ 144
=============== =============== =================
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 $ - $ 37,500 $ 2,195,437
=============== =============== =================
The accompanying notes are an integral part of these financial statements.
F-5
JOINTLAND DEVELOPMENT, INC.
(Formerly Global Assets & Services, Inc.)
(A Development Stage Company)
Notes to Financial Statements
December 31, 2005
Note 1 - Organization and Summary of Significant Accounting Policies:
-----------------------------------------------------------
Organization:
------------
Art, Music and Entertainment, Inc. ("Company") (formerly Chatham International,
Inc.) was organized originally as Cornerstone Capital, Inc., under the laws of
the State of Florida as a corporation on May 25, 1988. On September 22, 1990 the
Company changed its name to Chatham International, Inc. On April 5, 1996 the
Board of Directors of the Company authorized the name of Company to be changed
from Chatham International, Inc. to Art, Music and Entertainment, Inc., in
connection with a merger, discussed elsewhere herein, with an entity of the same
name. Such change was filed with the Secretary of State of Florida on July 18,
1996. On July 24, 2001 the Board of Directors met in a special meeting to
authorize the name change to Global Assets and Services, Inc. On December 27,
2004 Global Assets & Services, Inc. filed a name change with the State of
Florida, the new name of the corporation is Jointland Development, Inc. with
offices in Hong Kong.
In December 2001 Global Assets & Services merged with SDE 3 Holdings, Inc.
Global Assets & Services is the surviving Corporation and all shares of stock
outstanding in SDE 3 Holdings, Inc. are retired concurrent with the merger.
Basis of Presentation - Development Stage Company:
-------------------------------------------------
The Company has not earned significant revenues from limited principal
operations. Accordingly, the Company" activities have been accounted for as
those of a "Development Stage Enterprise" as set forth in Financial Accounting
Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures required by
SFAS 7 are that the Company's financial statements be identified as those of a
development stage company, and that the statements of operations, stockholders'
equity (deficit) and cash flows disclose activity since the date of the
Company's inception.
Cash and Cash Equivalents:
-------------------------
The Company considers all highly liquid debt instruments, purchased with an
original maturity of three months or less, to be cash equivalents.
Use of Estimates:
----------------
The preparation of financial statements, in conformity with accounting
principles generally accepted in the United States, requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
F-6
JOINTLAND DEVELOPMENT, INC.
(Formerly Global Assets & Services, Inc.)
(A Development Stage Company)
Notes to Financial Statements
December 31, 2005
Note 1 - Organization and Summary of Significant Accounting Policies (Cont):
------------------------------------------------------------------
Net Loss Per Share:
------------------
Net loss per share is based on the weighted average number of common shares
outstanding during the period.
Other Comprehensive Income:
--------------------------
The Company has no material components of other comprehensive income (loss), and
accordingly, net loss is equal to comprehensive loss in all periods.
Note 2 - Federal Income Taxes:
--------------------
The Company has made no provision for income taxes because there has been no
income generated since 1997 for financial statements or tax purposes.
The Financial Accounting Standards Board (FASB) has issued Statement of
Financial Accounting Standards Number 109 ("SFAS 109"). "Accounting for Income
Taxes", which requires a change from the deferred method to the asset and
liability method of accounting for income taxes. Under the asset and liability
method, deferred income taxes are recognized for the tax consequences of
"temporary differences" by applying enacted statutory tax rates applicable to
future years to differences between the financial statement carrying amounts and
the tax basis of existing assets and liabilities.
Deferred tax assets
Net operating loss carryforwards $ 3,763,554
Valuation allowance (3,763,554)
--------------
Net deferred tax assets $ 0
==============
At December 31, 2005, the Company had net operating loss carryforwards of
approximately $3,763,554 for federal income tax purposes. These carryforwards if
not utilized to offset taxable income will begin to expire in 2011.
F-7
JOINTLAND DEVELOPMENT, INC.
(Formerly Global Assets & Services, Inc.)
(A Development Stage Company)
Notes to Financial Statements
December 31, 2005
Note 3 - Capital Stock Transactions:
--------------------------
The authorized capital stock of the Company is 100,000,000 shares of common
stock at $.001 par value. During the period ended December 31, 2004, the Company
did not issue any shares of common stock.
Note 4 - Segment Information:
-------------------
Jointland Development, Inc. operates primarily in a single operating segment,
the asset management and capital raising business.
Note 5 - Going Concern:
-------------
The financial statements of the Company have been presented on the basis that
they are a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company has an
accumulated deficit at December 31, 2005 of $3,761,054.
The future success of the Company is likely dependent on its ability to attain
additional capital, or to find an acquisition to add value to its present
shareholders and ultimately, upon its ability to attain future profitable
operations. There can be no assurance that the Company will be successful in
obtaining such financing, or that it will attain positive cash flow from
operations. Management believes that actions presently being taken to revise the
Company's operating and financial requirements provide the opportunity for the
Company to continue as a going concern.
Note 6 - Financial Accounting Developments:
---------------------------------
Recent Accounting Pronouncements
In February 2003, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 150, "Accounting for Certain Financial Instruments with Characteristics of
Both Liabilities and Equity" (SFAS No. 150). The provisions of SFAS No. 150 are
effective for financial instruments entered into or modified after May 31, 2003,
and otherwise are effective at the beginning of the first interim period
beginning after June 15, 2003, except for mandatorily redeemable financial
instruments of nonpublic entities. The Company has not issued any financial
instruments with such characteristics.
F-8
JOINTLAND DEVELOPMENT, INC.
(Formerly Global Assets & Services, Inc.)
(A Development Stage Company)
Notes to Financial Statements
December 31, 2005
Note 6 - Financial Accounting Developments (Cont)
----------------------------------------
In December 2003, the FASB issued FASB Interpretation No. 146 (revised December
2003, "Consolidation of Variable Interest Entities" (FIN No. 146R), which
addresses how a business enterprise should evaluated whether it has a
controlling interest in an entity through means other than voting rights and
accordingly should consolidate the entity. FIN No. 146R replaces FASB
Interpretation No. 46, "Consolidation of Variable Interest Entities", which was
issued in January 2003. Companies are required to apply FIN No. 46 R to variable
interests in variable interest entities (VIEs') created after December 31, 2003.
For variable interest in VIEs created before January 1, 2004, the Interpretation
is applied beginning January 1, 2005. For any VIEs that must be consolidated
under FIN No. 146R that was created before January 1, 2004, the assets,
liabilities, and non-controlling interest of the VIE initially are measured at
their carrying amounts with any difference between the net amount added to the
balance sheet and any previously recognized interest being recognized as the
cumulative effect of an accounting change. If determining the carrying amounts
is not practicable, fair value at the date FIN No. 146R first applies may be
used to measure the assets, liabilities, and non-controlling interest of the
VIE. The Company does not have any interest in any VIE.
In December 2004, the FASB issued SFAS No. 123R (revised 2004), "Share Based
Payment" which amends FASB Statement No. 123 and will be effective for public
companies for interim or annual periods after June 15, 2005. The new standard
will require entities to expense employee stock options and other share-based
payments. The new standard may be adopted in one of three ways - the modified
prospective transition method, a variation of the modified prospective
transition method or the modified retrospective transition method. The Company
is to evaluate how it will adopt the standard and evaluate the effect that the
adoption of SFAS 123R will have on our financial position and results of
operations.
In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an amendment
of ARB No. 43, Chapter." This statement amends the guidance in ARB No. 43,
Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of
idle facility expense, freight, handling cost, and wasted material (spoilage).
Paragraph 5 of ARB No. 43, Chapter 4, previously stated that "under some
circumstances, items such as idle facility expense, excessive spoilage, double
freight, and rehandling costs may be so abnormal as to require treatment as
current period charges." SFAS No. 151 requires that those items be recognized as
current-period charges regardless of whether they meet the criterion of "so
abnormal". In addition, this statement requires that allocation of fixed
production overheads to costs of conversion be based on the prospectively and
are effective for inventory costs incurred during fiscal years beginning after
June 15, 2005, with earlier application permitted for inventory costs incurred
during fiscal years beginning after the date this Statement is issued. The
adoption of SFAS No. 151 is not expected to have a material impact on the
Company's financial position and results of operations.
F-9
JOINTLAND DEVELOPMENT, INC.
(Formerly Global Assets & Services, Inc.)
(A Development Stage Company)
Notes to Financial Statements
December 31, 2005
Note 6 - Financial Accounting Developments (Cont)
----------------------------------------
In December 2004, the FASB issued SFAS No. 153, "Exchanges of Non-monetary
Assets, an amendment of APB Opinion No. 29". The guidance in APB Opinion No. 29,
Accounting for Non-monetary Transactions, is based on the principle that
exchanges of non-monetary assets should be measured based on the fair value of
assets exchanged. The guidance in that Opinion, however, included certain
exceptions to that principle. This Statement amends Opinion 29 to eliminate the
exception for non-monetary exchanges of similar productive asserts that do not
have commercial substance. A non-monetary exchange has commercial substance if
the future cash flows of the entity are expected to change significantly as a
result of the exchange. SFAS No. 153 is effective for non-monetary exchanges
occurring in fiscal periods beginning after June 15, 2005. The adoption of SFAS
No. 153 is not expected to have a material impact on the Company's financial
position and results of operations.
In March 2005, the FASB issued FASB Interpretation No. 47, "Accounting for
Conditional Asset Retirement Obligations" ("FIN 47"). FIN 47 provides guidance
relating to the identification of and financial reporting for legal obligations
to perform an asset retirement activity. The Interpretation requires recognition
of a liability for the fair value of a conditional asset retirement obligation
when incurred if the liability's fair value can be reasonably estimated. FIN 47
also defines when an entity would have sufficient information to reasonably
estimate the fair value of an asset retirement obligation. The provision is
effective no later than the end of fiscal years ending after December 15, 2005.
The Company will adopt FIN 47 beginning the first quarter of fiscal year 2006
and does not believe the adoption will have a material impact on its
consolidated financial position or results of operations or cash flows.
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections" ("SFAS 154") which replaces Accounting Principles Board Opinions
No. 20 "Accounting Changes" and SFAS No. 3, "Reporting Accounting Changes in
Interim Financial Statements-An Amendment of APB Opinion No. 28." SFAS 154
provides guidance on the accounting for and reporting of accounting changes and
error corrections. It establishes retrospective application, or the latest
practicable date, as the required method for reporting a change in accounting
principle and the reporting of a correction of an error. SFAS 154 is effective
for accounting changes and a correction of errors made in fiscal years beginning
after December 15, 2005 and is required to be adopted by the Company in the
first quarter of 2006. The Company is currently evaluating the effect that the
adoption of SFAS 154 will have on its results of operations and financial
condition but does not expect it to have a material impact.
In June 2005, the Emerging Issues Task Force, or EITF, reached a consensus on
Issue 05-6, Determining the Amortization Period for Leasehold Improvements,
which requires that leasehold improvements acquired in a business combination
purchased subsequent to the inception of a lease be amortized over the lesser of
the useful life of the assets or a term that includes renewals that are
reasonably assured at the date of the business combination or purchase. EITF
05-6 is effective for periods beginning after July 1, 2005. We do not expect the
provisions of this consensus to have a material impact on the financial
position, results of operations or cash flows.
F-10
JOINTLAND DEVELOPMENT, INC.
(Formerly Global Assets & Services, Inc.)
(A Development Stage Company)
Notes to Financial Statements
December 31, 2005
Note 7 - Advances - Shareholder:
----------------------
Praise Direct Holding, money advanced to pay expenses
of Company, non-interest bearing, due upon demand. $230,198
-------
Total Advance $230,198
========
F-11
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant had duly caused this Report to be signed on
its behalf by the undersigned thereunto duly authorized.
Dated: April 13, 2006
JOINTLAND DEVELOPMENT, INC.
By: /s/ Kexi Xu
----------------------------------
Kexi Xu, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
--------- ----- ----
/s/ Xu President/Director
--------------------------------- & Chief Executive Officer April 13, 2006
Kexi Xu
Directors:
/s/ Kexi Xu Director
--------------------------------- April 13, 2006
Kexi Xu
/s/ Madam Yurong Chen Director April 13, 2006
---------------------------------
Madam Yurong Chen
15