U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: October 31, 2006
OR
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
GARDNER COURT INDUSTRIES, Inc.
---------------------------------------------
(Name of Small Business Issuer in its charter)
Florida 20-5311503
(State or other jurisdiction of (I.R.S. employer
incorporation or formation) identification number)
2503 W. Gardner Ct.
Tampa FL 33611
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: 813.335.4343
File Number: 005-82119
Check whether the issuer: (1) filed all reports required to be filed by
Section13 or 15(d) of the Exchange Act during the past 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
|_|
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes |X| No |_|
APPLICABLE ONLY TO CORPORATE ISSUERS
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 December 14, 2006.
Transitional Small Business Disclosure Format (check one): Yes |_| No |X|
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TABLE OF CONTENTS
PART I - Financial Information ............................................ 4
Item 1. Financial Statements .............................................. 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ......................................... 8
Item 3. Controls and Procedures ........................................... 10
PART II - OTHER INFORMATION ............................................... 11
Item 1. Legal Proceedings ................................................. 11
Item 2. Changes in Securities ............................................. 11
Item 3. Defaults upon Senior Securities ................................... 11
Item 4. Submission of Matters to a Vote of Security Holders ............... 11
Item 5. Other Information ................................................. 11
Item 6. Exhibits .......................................................... 11
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PART I - Financial Information
Item 1. Financial Statements
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 ("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
registration statement filed with the Commission on Form 10-SB.
GARDNER COURT INDUSTRIES, INC.
(A Development Stage Company)
BALANCE SHEET
As of October 31, 2006 and July 31, 2006
(Unaudited)
October 31, 2006 July 31, 2006
---------------- -------------
ASSETS
CURRENT ASSETS:
Cash $ 5,493 $ 0
-------- --------
Total Assets $ 5,493 $ 0
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES
Accounts Payable $ 0 $ 88
-------- --------
Total Liabilities 0 88
-------- --------
STOCKHOLDERS' EQUITY
Preferred stock, no par value, 20,000,000 shares
authorized, none issued 0 0
Common stock, no par value, 1,000,000,000 shares
authorized, 18,100,000 shares issued and outstanding 20,088 88
Subscriptions receivable 0 (88)
Accumulated deficit (14,595) (88)
-------- --------
Total Stockholders' Equity (Deficit) 5,493 (88)
-------- --------
Total Liabilities and Stockholders' Equity $ 5,493 $ 0
======== ========
4
GARDNER COURT INDUSTRIES, INC.
(A Development Stage Company)
STATEMENT OF EXPENSES
For the Three Months Ended October 31, 2006 and
the Period from November 10, 2005 (Inception)
Through October 31, 2006
(Unaudited)
Three Months For the Period from
Ended Inception to
October 31, 2006 October 31, 2006
---------------- -------------------
REVENUE $ -- $ --
------------ ------------
EXPENSES 14,507 14,595
------------ ------------
NET LOSS $ (14,507) $ (14,595)
============ ============
NET LOSS PER COMMON SHARE - BASIC $ *
============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 12,293,548
============
* Less than $.01
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GARDNER COURT INDUSTRIES, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDER'S
EQUITY For the Period from November 10, 2005
(Inception) Through October 31, 2006
(Unaudited)
(Deficit)
Accumulated Total
During Stockholders'
Common Stock Subscription Development Equity
Shares Amount Receivable Stage (Deficit)
---------- ---------- ------------ ----------- -------------
Issuance of common
stock to founder
on November 10, 2005
at $.00088 per share 100,000 $ 88 $ (88) $ -- $ --
Net loss (88) (88)
---------- ---------- ---------- ---------- ----------
Balances, July 31, 2006 100,000 88 (88) (88) (88)
Repayment of stock
Subscription receivable 88 88
Issuance of common
stock to officer
at $.00111 per share 18,000,000 20,000 -- -- 20,000
Net loss (14,507) (14,507)
---------- ---------- ---------- ---------- ----------
Balances, October 31, 2006 18,100,000 $ 20,088 $ -- $ (14,595) $ 5,493
========== ========== ========== ========== ==========
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GARDNER COURT INDUSTRIES, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Three Months Ended October 31, 2006 and for the
Period from November 10, 2005 (Inception) Through October 31, 2006
(Unaudited)
For the Three For the Period
Months Ended from Inception to
October 31, 2006 October 31, 2006
---------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(14,507) $(14,595)
Changes in working capital:
Accounts payable (88) 0
-------- --------
NET CASH USED IN OPERATING ACTIVITIES (14,595) (14,595)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of stock subscriptions receivable 88 88
Sale of common stock 20,000 20,000
-------- --------
NETCASH PROVIDED BY FINANCING
ACTIVITIES 20,088 20,088
-------- --------
Net change in cash 5,493 5,493
Cash, beginning of period 0 0
-------- --------
Cash, end of period $ 5,493 $ 5,493
======== ========
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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.
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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.
The Company may consider a business which has recently commenced operations, is
a developing company in need of additional funds for expansion into new products
or markets, is seeking to develop a new product or service, or is an established
business which may be experiencing financial or operating difficulties and is in
need of additional capital. In the alternative, a business combination may
involve the acquisition of, or merger with, a company which does not need
substantial additional capital, but which desires to establish a public trading
market for its shares, while avoiding, among other things, the time delays,
significant expense, and loss of voting control which may occur in a public
offering.
None of our officers or directors has had any preliminary contact or discussions
with any representative of any other entity regarding a business combination
with us. Any target business that is selected may be a financially unstable
company or an entity in its early stages of development or growth, including
entities without established records of sales or earnings. In that event, we
will be subject to numerous risks inherent in the business and operations of
financially unstable and early stage or potential emerging growth companies. In
addition, we may effect a business combination with an entity in an industry
characterized by a high level of risk, and, although our management will
endeavor to evaluate the risks inherent in a particular target business, there
can be no assurance that we will properly ascertain or assess all significant
risks.
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Our management anticipates that it will likely be able to effect only one
business combination, due primarily to our limited financing, and the dilution
of interest for present and prospective stockholders, which is likely to occur
as a result of our management's plan to offer a controlling interest to a target
business in order to achieve a tax free reorganization. This lack of
diversification should be considered a substantial risk in investing in us,
because it will not permit us to offset potential losses from one venture
against gains from another.
The Company anticipates that the selection of a business combination will be
complex and extremely risky. Because of general economic conditions, rapid
technological advances being made in some industries and shortages of available
capital, our management believes that there are numerous firms seeking even the
limited additional capital which we will have and/or the perceived benefits of
becoming a publicly traded corporation. Such perceived benefits of becoming a
publicly traded corporation include, among other things, facilitating or
improving the terms on which additional equity financing may be obtained,
providing liquidity for the principals of and investors in a business, creating
a means for providing incentive stock options or similar benefits to key
employees, and offering greater flexibility in structuring acquisitions, joint
ventures and the like through the issuance of stock. Potentially available
business combinations may occur in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.
We do not currently intend to retain any entity to act as a "finder" to identify
and analyze the merits of potential target businesses.
Item 3. Controls and Procedures
An evaluation was carried out under the supervision and with the participation
of the Company's management, including the Chief Executive Officer ("CEO") and
Chief Financial Officer ("CFO"), of the effectiveness of the Company's
disclosure controls and procedures as of October 31, 2006. Based on that
evaluation, the CEO and CFO have concluded that the Company's disclosure
controls and procedures are effective to provide reasonable assurance that: (i)
information required to be disclosed by the Company in reports that it files or
submits under the Securities Exchange Act of 1934 is accumulated and
communicated to the Company's management, including the CEO and CFO, as
appropriate to allow timely decisions regarding required disclosure by the
Company; and (ii) information required to be disclosed by the Company in reports
that it files or submits 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
October 31, 2006, there were no changes in the Company's internal control over
financial reporting that have materially affected, or are reasonably likely to
materially affect, its internal control over financial reporting.
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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
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 906of the
Sarbanes-Oxley Act of 2002
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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: December 15, 2006 /s/ Jing Yu
---------------------------
Jing Yu
Chief Executive Officer and Chief
Financial Officer
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