Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 18,100,000 shares of common stock as of June 1, 2007
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission. While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto, contained in the our latest annual report filed with the Commission on
Form 10-SB.
GARDNER COURT INDUSTRIES, INC.
(A Development Stage Company)
BALANCE SHEETS
As of April 30, 2007 and July 31, 2006
(Unaudited)
| | | April 30, 2007 | | July 31, 2006 | |
| | | | | | |
| ASSETS | | | | | |
| | | | | | |
| CURRENT ASSETS: | | | | | |
| Cash | | $ | 3,933 | | $ | - | |
| | | | | | | | |
Total Assets | | $ | 3,933 | | $ | - | |
| | | | | | | | |
| LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT) | | | | | | | |
| | | | | | | | |
| LIABILITIES | | | | | | | |
| Accounts Payable | | $ | - | | $ | 88 | |
| | | | | | | | |
Total Liabilities | | | - | | | 88 | |
| | | | | | | | |
| STOCKHOLDERS’ EQUITY (DEFICIT) | | | | | | | |
| Preferred stock, no par value, 20,000,000 shares authorized, none issued | | | - | | | - | |
| Common stock, no par value, 1,000,000,000 shares authorized, 18,100,000 and 100,000 shares issued and outstanding | | | 20,088 | | | 88 | |
| Subscriptions receivable | | | - | | | (88 | ) |
| Deficit accumulated during developmental stage | | | (16,155 | ) | | (88 | ) |
| | | | | | | | |
Total Stockholders’ Equity (Deficit) | | | 3,933 | | | (88 | ) |
| | | | | | | | |
| Total Liabilities and Stockholders’ Equity (Deficit) | | $ | 3,933 | | $ | - | |
See accompanying summary of accounting policies and notes to financial statements
GARDNER COURT INDUSTRIES, INC.
(A Development Stage Company)
STATEMENTS OF EXPENSES
For the Three Months and Nine Months Ended April 3, 2007 and the Period from
November 10, 2005 (Inception) Through April 30, 2007
(Unaudited)
| | | For the three months ended April 30, 2007 | | For the nine months ended April 30, 2007 | | For the period from inception to April 30, 2007 | |
| | | | | | | | |
| EXPENSES | | $ | 1,560 | | $ | 16,067 | | $ | 16,155 | |
| | | | | | | | | | | |
| NET LOSS | | $ | (1,560 | ) | $ | (16,067 | ) | $ | (16,155 | ) |
| | | | | | | | | | | |
| NET LOSS PER COMMON SHARE - BASIC | | $ | (0.00 | ) | $ | (0.00 | ) | | | |
| WEIGHTED AVERAGE NUMBER OFCOMMON SHARES OUTSTANDING | | | 18,100,000 | | | 16,121,978 | | | | |
See accompanying summary of accounting policies and notes to financial statements
GARDNER COURT INDUSTRIES, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDER'S
EQUITY (DEFICIT) For the Period from November 10, 2005
(Inception) Through April 30, 2007
(Unaudited)
| | | | | | | | | | | | |
| | | | | | | | | Accumulated | | | |
| | | | | | | | | During | | Total | |
| | | Common Stock | | Subscription | | Development | | Stockholder's | |
| | | Shares | | Amount | | Receivable | | Stage | | Equity | |
| | | | | | | | | | | | |
| Issuance of common stock to founder on November 10, 2005 at $.00088 per share | | | 100,000 | | $ | 88 | | $ | (88 | ) | $ | | | $ | | |
| | | | | | | | | | | | | | | | | |
| Net loss | | | — | | | | | | | | | (88 | ) | | (88 | ) |
| | | | | | | | | | | | | | | | | |
| Balances, October 31, 2006 | | | 100,000 | | | 88 | | | (88 | ) | | (88 | ) | | (88 | ) |
| | | | | | | | | | | | | | | | | |
| Repayment of subscription receivable | | | | | | | | | 88 | | | | | | 88 | |
| | | | | | | | | | | | | | | | | |
| Issuance of common stock to officer at $.00111 per share | | | 18,000,000 | | | 20,000 | | | | | | | | | 20,000 | |
| | | | | | | | | | | | | | | | | |
| Net loss | | | | | | | | | | | | (16,067 | ) | | (16,067 | ) |
| | | | | | | | | | | | | | | | | |
| | | 18,100,000 | | $ | 20,088 | | $ | | | $ | (16,155 | ) | $ | (3,933 | ) |
See accompanying summary of accounting policies and notes to financial statements
GARDNER COURT INDUSTRIES, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the Nine Months Ended April 30, 2007 and for the
Period from November 10, 2005 (Inception) Through April 30, 2007 and 2006
(Unaudited)
| | | For the six months ended April 30, 2007 | | For the period from inception to April 30, 2006 | | For the period from inception to April 30, 2007 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | |
Net loss | | $ | (16,067 | ) | $ | (88 | ) | $ | (16,155 | ) |
| Changes in working capital: | | | | | | | | | | |
| | | | | | | | | | | |
| Accounts payable | | | (88 | ) | | 88 | | | - | |
| NET CASH USED IN OPERATING ACTIVITIES | | | (16,155 | ) | | - | | | (16,155 | ) |
| CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | |
| Repayment of stock subscriptions receivable | | | 88 | | | - | | | 88 | |
| | | | | | | | | | | |
Sale of common stock | | | 20,000 | | | - | | | 20,000 | |
| | | | | | | | | | | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | | | 20,088 | | | - | | | 20,088 | |
| Net change in cash | | | 3,933 | | | - | | | 3,933 | |
| Cash, beginning of period | | | - | | | - | | | - | |
| Cash, end of period | | $ | 3,933 | | $ | - | | $ | 3,933 | |
See accompanying summary of accounting policies and notes to financial statements
GARDNER COURT INDUSTRIES, INC.
(A Development Stage Company)
Notes to Financial Statements
NOTE 1 - SUMMARY OF ACCOUNTING POLICIES
The accompanying unaudited interim financial statements of Gardner Court Industries, Inc., have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Gardner Court Industries’ latest Report filed with the SEC on Form 10-SB. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2006, as reported in Form 10-SB, have been omitted.
NOTE 2 - COMMON STOCK
On September 10, 2006, Mrs. Jing Yu, Director, purchased 18,000,000 shares of common stock for $20,000.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
The following discussion and analysis is provided to increase the understanding of, and should be read in conjunction with, the Financial Statements of the Company and Notes thereto included elsewhere in this Report. Historical results and percentage relationships among any amounts in these financial statements are not necessarily indicative of trends in operating results for any future period. The statements, which are not historical facts contained in this Report, including this Plan of Operations, and Notes to the Financial Statements, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based on currently available operating, financial and competitive information, and are subject to various risks and uncertainties. Future events and the Company's actual results may differ materially from the results reflected in these forward-looking statements. Factors that might cause such a difference include, but are not limited to, dependence on existing and future key strategic and strategic end-user customers, limited ability to establish new strategic relationships, ability to sustain and manage growth, variability of operating results, the Company's expansion and development of new service lines, marketing and other business development initiatives, the commencement of new engagements, competition in the industry, general economic conditions, dependence on key personnel, the ability to attract, hire and retain personnel who possess the technical skills and experience necessary to meet the service requirements of its clients, the potential liability with respect to actions taken by its existing and past employees, risks associated with international sales, and other risks described herein and in the Company's other SEC filings.
The safe harbors of forward-looking statements provided by Section 21E of the Exchange Act are unavailable to issuers of penny stock. As we issued securities at a price below $5.00 per share, our shares are considered penny stock and such safe harbors set forth under the Reform Act are unavailable to us.
The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will restrict its potential candidate target companies to biotechnological businesses located directly or indirectly in China.
The Company does not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury.
During the next twelve months we anticipate incurring costs related to:
(i) filing of Exchange Act reports, and
(ii) costs relating to consummating an acquisition.
We believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.
A SECURITIES PURCHASE AND SHAREHOLDERS AGREEMENT was entered into as of April 19, 2007, by and between Shaanxi Xindongxin Medicine Limited Company, a Chinese corporation in the business of Wholesale of Material of Chinese Traditional Medicine; Chinese Traditional Medicine; Preparation of Chemistry Medicine; Biologic Products, and Gardner Court Industries, Inc.
Gardner Court Industries, Inc. has agreed to subscribe one million shares of Shaanxi Xindongxin Medicine Limited Company, to take 100% of the equity interest in Shaanxi Xindongxin Medicine Limited Company for a purchase price of $178,089.
Shaanxi Xindongxin Medicine Limited Company shall submit documents to obtain the Business License of Foreign Investor Enterprise (FIE) and register with necessary governmental departments and Gardner Court Industries, Inc. shall deliver to Shaanxi Xindongxin Medicine Limited Company, by wire transfer, $178,089 within fourteen (14) days whenever the Business License of FIE is obtained.
Item 3. Controls and Procedures
An evaluation was carried out under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of April 30, 2007. Based on that evaluation, the CEO and CFO have concluded that our disclosure controls and procedures are effective to provide reasonable assurance that: (i) information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure; and (ii) information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. During the quarter ended April 30, 2007, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits
Exhibit Number, Name and/or Identification of Exhibit
| 31 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Attached |
| | | |
| 32 | Certification of the Chief Executive Officer and Chief Executive Officer and Chief Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
SIGNATURES
In accordance with the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | |
| | Gardner Court Industries, Inc. |
|
|
|
| Date: June 19, 2007 | | /s/ Jing Yu |
| |
Jing Yu Chief Executive Officer and Chief Financial Officer |
