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EXCEL - IDEA: XBRL DOCUMENT - JOYMAIN INTERNATIONAL DEVELOPMENT GROUP INC.Financial_Report.xls
EX-31.1 - EXHIBIT 31.1 - JOYMAIN INTERNATIONAL DEVELOPMENT GROUP INC.exhibit31-1.htm
EX-32.1 - EXHIBIT 32.1 - JOYMAIN INTERNATIONAL DEVELOPMENT GROUP INC.exhibit32-1.htm
EX-31.2 - EXHIBIT 31.2 - JOYMAIN INTERNATIONAL DEVELOPMENT GROUP INC.exhibit31-2.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2013

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from  ____________ to  ____________

Commission file number 333-174607

JOYMAIN INTERNATIONAL DEVELOPMENT GROUP INC.
(Exact name of Registrant as specified in its charter)

Nevada 68-0681552
State or jurisdiction of IRS Employer
incorporation Identification Number
or organization  

No. 30 N. Zhongshan Road, Floor 40, Gulou District, Nanjing
Jiangsu Province, P.R.C. 210008
Tel: 011-86-18652999667
(Address and telephone number of principal executive offices)

Check whether the issuer (1) filed all reports required to be filed by Section 13 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 last 90 days.
YES [X] NO [   ]

Indicate by a check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X] No [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [   ]     Accelerated filer [   ]     Non-accelerated filer [   ]     Smaller reporting company [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 the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 953,830,000 as of December 13, 2013.


TABLE OF CONTENTS

PART I FINANCIAL INFORMATION  
Item 1. Financial Statements (Unaudited) 4
  Condensed Balance Sheets as of October 31, 2013 (Unaudited) and April 30, 2013 4
Condensed Statements of Operations for the Three and Six Months Ended October 31, 2013 and 2012 and for the period from August 4, 2010 (Inception) through October 31, 2013 (Unaudited) 5
Condensed Statements of Cash Flows for the Six Months Ended October 31, 2013 and 2012 and for the period from August 4, 2010 (Inception) through October 31, 2013 (Unaudited) 6
  Notes to Unaudited Condensed Financial Statements 7
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk 14
Item 4. Controls and Procedures 14
PART II OTHER INFORMATION  
Item 6. Exhibits 14


CAUTIONARY NOTE ON FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” which discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” and negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements. We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings “Risks Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on July 29, 2013, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q and information contained in other reports that we file with the SEC. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this Report.

2


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

JOYMAIN INTERNATIONAL DEVELOPMENT GROUP, INC.
(FORMERLY KNOWN AS ADVENTO, INC.)
(A Development Stage Company)

CONDENSED BALANCE SHEETS

    October 31,     April 30,  
    2013     2013  
    (Unaudited)        
ASSETS            
CURRENT ASSETS:            
   Cash $  1,462,050   $  -  
   Prepaid expenses   1,944     1,945  
             
           TOTAL CURRENT ASSETS   1,463,994     1,945  
             
           TOTAL ASSETS $  1,463,994   $  1,945  
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)            
CURRENT LIABILITIES:            
   Accounts payable $  6,098   $  5,909  
   Loans from shareholders   85,550     27,113  
           TOTAL CURRENT LIABILITIES   91,648     33,022  
STOCKHOLDERS' EQUITY (DEFICIT):            
   Common stock,1,500,000,000 shares authorized, par value $0.001, 
      953,830,000 and 904,500,000 shares issued and outstanding at 
      October 31, 2013 and April 30, 2013, respectively
  953,830     904,500  
   Additional Paid-in Capital   1,403,251     3,785  
   Deficit accumulated during the development stage   (984,735 )   (939,362 )
             
           TOTAL STOCKHOLDERS' EQUITY (DEFICIT)   1,372,346     (31,077 )
           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $  1,463,994   $  1,945  

See accompanying notes to unaudited condensed financial statements

3


JOYMAIN INTERNATIONAL DEVELOPMENT GROUP, INC.
(FORMERLY KNOWN AS ADVENTO, INC.)
(A Development Stage Company)
CONDENSED STATEMENT OF OPERATIONS
(Unaudited)

                            For the Period  
                            From  
                            August 4, 2010  
                            (Inception)  
    For the Three Months Ended     For the Six Months Ended     Through  
    October 31     October 31     October 31,  
    2013     2012     2013     2012     2013  
                               
REVENUE $  -   $ -   $  -   $ -   $  -  
                               
                               
EXPENSES   15,711     2,274     45,373     11,349     108,485  
                               
                               
Loss before income taxes   (15,711 )   (2,274 )   (45,373 )   (11,349 )   (108,485 )
                               
Provision for income taxes   -     -     -     -     -  
                               
                               
NET LOSS $  (15,711 ) $ (2,274 ) $  (45,373 ) $ (11,349 ) $  (108,485 )
                               
BASIC AND DILUTED:                              
     Loss per common share   a     a     a     a        
                               
WEIGHTED AVERAGE NUMBER OF COMMON SHARES 953,830,000 904,500,000 937,744,130 904,500,000
                               
a= Less than ($0.01) per share                              

See accompanying notes to unaudited condensed financial statements

4


JOYMAIN INTERNATIONAL DEVELOPMENT GROUP, INC.
(FORMERLY KNOWN AS ADVENTO, INC.)
(A Development Stage Company)
CONDENSED STATEMENT OF CASHFLOWS
(Unaudited)

                For the Period from  
                August 4, 2010  
    For the Six Months Ended     (Inception) Through  
    October 31,     October 31,  
    2013     2012     2013  
OPERATING ACTIVITIES:                  
   Net loss $  (45,373 ) $  (11,349 ) $  (108,485 )
   Adjustments To Reconcile Net Loss from Operations To 
      Net Cash Used By Operating Activities
           
           Decrease (Increase) in prepaid expenses   1     -     (1,944 )
           Increase (Decrease) in accounts payable   189     (1,117 )   6,098  
                           NET CASH USED BY OPERATING ACTIVITIES   (45,183 )   (12,466 )   (104,331 )
INVESTING ACTIVITIES:                  
                           NET CASH USED BY INVESTING ACTIVITIES   -     -     -  
FINANCING ACTIVITIES:                  
   Proceeds from issuance of common stock   1,479,900     -     1,508,150  
   Payments of common stock offering costs   (31,104 )   -     (31,104 )
   Repayment of shareholders loans   -     -     (5,663 )
   Loans from shareholders   58,437     -     94,998  
                           NET CASH PROVIDED BY FINANCING ACTIVITIES   1,507,233     -     1,566,381  
Net Increase (Decrease) in Cash   1,462,050     (12,466 )   1,462,050  
Cash, Beginning of Period   -     19,183     -  
CASH, END OF PERIOD $  1,462,050   $  6,717   $  1,462,050  
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION            
Cash paid during the period for:                  
   Interest $  -   $  -   $  -  
   Income Taxes $  -   $  -   $  -  
Non- cash financing activities:                  
Forgiveness of loans from shareholders $  -   $  -   $  3,785  

See accompanying notes to unaudited condensed financial statements

5


JOYMAIN INTERNATIONAL DEVELOPMENT GROUP, INC.
(f/k/a ADVENTO, INC.)
(A Development Stage Company)
Notes to Unaudited Condensed Financial Statements
October 31, 2013

NOTE 1 ORGANIZATION AND BUSINESS OPERATIONS

Joymain International Development Group, Inc. (f/k/a Advento, Inc.), a development stage company, (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on August 4, 2010. The Company initially planned to commence operations in the distribution of shower cabinets. It has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. Therefore it is in the development stage as defined under Accounting Codification Standard, Development Stage Entities (“ASC-915”).

On March 12, 2013, Mr. Xijian Zhou acquired an aggregate of 750,000,000 shares of the Company’s common stock, representing 82.92% of its issued and outstanding shares as of March 12, 2013. Effective March 12, 2013, (a) Mr. Liang Wei Wang resigned as the Company’s president, secretary, treasurer, and director of the Company; (b) Mr. Suqun Lin, was appointed as the Company’s sole director, president, secretary and treasurer. Effective March 28, 2013, the Nevada Secretary of State accepted for filing of a Certificate of Amendment to the Company’s Articles of Incorporation to change the Company’s name from Advento, Inc. to Joymain International Development Group Inc. and to increase its authorized capital from 75,000,000 to 1,500,000,000 shares of common stock, par value of $0.001. These amendments became effective on April 10, 2013 upon approval from the Financial Industry Regulatory Authority (“FINRA”). Also effective April 10, 2013, pursuant to a 300 new for one (1) old forward split, the Company’s issued and outstanding shares of common stock increased from 3,015,000 to 904,500,000 shares, par value of $0.001. Information regarding shares of common stock (except par value per share), discount on stock issued, and net (loss) income per common share for all periods presented reflects the three hundred-for-one forward split of the Company’s common stock.

In connection with the change of control, the Company changed its business operation plan to develop, source, market and distribute healthcare related consumer products in the global market and possibly acquire an existing target company or business in the related field which operates in the United States. Activities during the development stage include developing a business plan and raising capital. Until additional funding is raised through selling the Company common shares, the majority shareholder anticipates funding the Company’s operating costs. There is no assurance that the Company will be able to successfully raise additional funds.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Development Stage Company

The Company has not generated significant revenues to date; accordingly, the Company is considered a development stage enterprise as defined in ASC 915, "Accounting and Reporting for Development Stage Companies." The Company is subject to a number of risks similar to those of other companies in an early stage of development.

Going Concern

The unaudited financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception and an accumulated deficit of $984,735 as of October 31, 2013 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from its major stockholder and or sale of common stock.

The Company will depend almost exclusively on outside capital to complete the development of a business plan. Such outside capital will include proceeds from the issuance of equity securities and may include commercial borrowing. There can be no assurance that capital will be available as necessary to meet these development costs or, if the capital is available, that it will be on terms acceptable to the Company.

The issuances of additional equity securities by the Company may result in a significant dilution in the equity interests of its current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase the Company's liabilities and future cash commitments.

7


Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company maintains almost all of its cash and cash equivalents with a financial institution in Hong Kong through a trust account. Balances in banks in Hong Kong are uninsured.

Use of Estimates and Assumptions

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 revenues and expenses during the reporting period. Actual results could differ from those estimates. In management’s opinion, all adjustments necessary for a fair statement of the results for the interim periods have been made, and all adjustments are of a normal recurring nature.

Fair Value of Financial Instruments

The Company adopted ASC 820, Fair Value Measurements and Disclosure (“ASC 820”) for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures.

ASC 820 defines fair value as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data
Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

The Company did not identify any assets and liabilities that are required to be presented on the condensed balance sheets at fair value in accordance with the relevant accounting standards.

The carrying values of accounts payables and debts approximate their fair values due to the short maturities of these instruments.

Stock-based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Income Taxes

Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

Basic and Diluted Loss Per Share

The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal.

Fiscal Periods

The Company's fiscal year end is April 30.

Related Parties

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions shall be recorded at fair value of the goods or services exchanged. Property purchased from a related party is recorded at the cost to the related party and any payment to or on behalf of the related party in excess of the cost is reflected as a distribution to related party.

8


Recent Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which clarifies guidance and eliminates diversity in practice on the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The amendments in this ASU are effective for interim and annual fiscal periods beginning after December 15, 2013 and early adoption is permitted. The Company does not expect adoption of ASU 2013-11 will have a material impact on the Company’s financial position, results of operations or cash flows.

NOTE 3 COMMON STOCK

The authorized capital of the Company is 1,500,000,000 common shares with a par value of $0.001 per share. On April 28, 2011, the Company issued 750,000,000 shares of common stock at a price of $0.000003 per share for total cash proceeds of $2,500. In March and April, 2012, the Company issued 154,500,000 shares of common stock at a price of $0.00016 per share for total cash proceeds of $25,750.

In July 2013, the Company completed a private placement (the “Private Placement”) of the sale of 49,330,000 shares of common stock at a price of $0.03 per share for total gross cash proceeds of $1,479,900. The Company incurred Private Placement related offering costs of $31,104; the amount was recorded as a reduction to the Company’s additional-paid-in-capital.

4. INCOME TAXES

Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

As of October 31, 2013, the Company had net operating loss carry forwards of $108,485 that may be available to reduce future years’ taxable income through 2033.

5. RELATED PARTY TRANSACTIONS

For the six months ended October 31, 2013, the Company’s majority shareholder loaned the Company $58,437 for general expenses and professional fees. The loans are non-interest bearing, due upon demand and unsecured. At October 31, 2013 and April 30, 2013, the Company’s loans from shareholders amounted to $85,550 and $27,113, respectively.

6. SUBSEQUENT EVENTS

The Company has evaluated subsequent events from October 31, 2013 through the date whereupon the financial statements were issued and has determined that there are no items to disclose.

9


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

FORWARD LOOKING STATEMENTS

This quarterly report on Form 10-Q contains certain forward-looking statements. Forward-looking statements may include our statements regarding our goals, beliefs, strategies, objectives, plans, including product and service developments, future financial conditions, results or projections or current expectations. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms, or other comparable terminology. Such forward-looking statements appear in this Item 2 - "Management's Discussion and Analysis of Financial Condition and Results of Operations," and include statements regarding our expectations regarding our short and long-term capital requirements and our business plan and estimated expenses for the coming 12 months. These statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results to be materially different from those contemplated by the forward-looking statements. The business and operations of Joymain International Development Group, Inc. are subject to substantial risks, which increase the uncertainty inherent in the forward-looking statements contained in this report. We undertake no obligation to release publicly the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Further information on potential factors that could affect our business is described under the heading "Risks Related To Our Business" in our Form 10-K filed with the Securities and Exchange Commission (“SEC”) on July 29, 2013. Readers are also urged to carefully review and consider the various disclosures we have made in this report.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars.

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” refer to Joymain International Development Group Inc. (formerly known as Advento Inc.), unless otherwise indicated.

INTRODUCTION

We were incorporated in the State of Nevada on August 4, 2010 under the name Advento, Inc.

We originally planned to market and distribute an assortment of residential and commercial shower cabinets produced by Hangzhou Yongsheng Holdings Co., Ltd in the European and North American market. However, in connection with a change of control transaction that closed on March 12, 2013 which is more fully described below under the section below titled “Change of Control”, we appointed a new executive management team and changed our planned business operations.

Change in Control

On March 12, 2013, pursuant to the terms of a Share Exchange Agreement, Mr. Xijian Zhou acquired an aggregate of 750,000,000 shares of our common stock, representing 82.92% of our issued and outstanding shares as of March 12, 2013. Effective March 12, 2013, (a) Mr. Liang Wei Wang resigned as president, secretary, treasurer, and director of our company; (b) Mr. Suqun Lin, was appointed as our sole director, president, secretary and treasurer. Our company did not receive any proceeds from the transaction. In accordance with the terms of the agreement our company at the closing of the agreement had no assets and liabilities. Our current major shareholder anticipates funding our operating costs until additional funds can be raised. There is no assurance that we will be able to successfully raise funds.

Name Change and Increase of Authorized Shares

On March 21, 2013, we received written consent from the holder of 82.92% of our voting securities and our board of directors approved the name change of our company from Advento, Inc. to Joymain International Development Group Inc. and to effect a forward split of our issued and outstanding shares on a basis of 300 new shares for 1 old share. Upon effectness of the forward split, our company’s issued and outstanding shares of common stock increased from 3,015,000 to 904,500,000 shares of common stock, with a par value of $0.001. The board of directors and stockholders also approved to increase our company’s authorized capital from 75,000,000 to 1,500,000,000 shares of common stock, with a par value of $0.001.

Effective March 28, 2013, the Nevada Secretary of State accepted for filing of a Certificate of Amendment to our Articles of Incorporation to change our name from Advento, Inc. to Joymain International Development Group Inc. and to increase our authorized capital from 75,000,000 to 1,500,000,000 shares of common stock, par value of $0.001. These amendments became effective on April 10, 2013 upon approval from the Financial Industry Regulatory Authority (“FINRA”). Also effective April 10, 2013, pursuant to the 300 new for 1 old forward split, our company’s issued and outstanding shares of common stock increased from 3,015,000 to 904,500,000 shares, par value of $0.001.

10


The amendments became effective with the Over-the-Counter Bulletin Board April 10, 2013. Our ticker symbol changed from “ADTO” to “JIDG” to better reflect our new name. Our new CUSIP number is 48125Q101.

We intend to develop, source, market and distribute healthcare related consumer products in the global market and possibly acquire an existing target company or business in the related field operating in the United States. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through development of various healthcare related consumer products and acquisition of a business rather than immediate, short-term earnings.

The analysis of new business opportunities will be undertaken by or under the supervision of Suqun Lin, our sole officer and director. As of the date of this report, our company has not entered into any definitive agreement with any party, nor have there been any specific discussions with any potential products or business acquisition candidate regarding business opportunities for our company. Our company has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze business opportunities, we will consider the following factors:

  • Potential for growth, indicated by new technology, anticipated market expansion or new products;
  • Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;
  • Strength and diversity of management, either in place or scheduled for recruitment;
  • Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;
  • The cost of participation by our company as compared to the perceived tangible and intangible values and potentials;
  • The extent to which the business opportunity can be advanced;
  • The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and
  • Other relevant factors.

We do not currently engage in any business activities that provide cash flow. We rely on selling our common shares to investors to raise funds for our operating and investing cash needs. During the next 12 months we anticipate incurring costs related to develop healthcare related consumer products, filing of Exchange Act reports and consummating an acquisition.

We believe we will be able to meet these costs through funds to be loaned by or invested in us by our stockholders, management or other investors.

We are in the development stage and have negative working capital, negative stockholders’ equity and have not earned any revenues from operations to date. These conditions raise substantial doubt about our ability to continue as a going concern. We are currently devoting our efforts to locating new products and acquisition candidates. Our ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations.

We 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.

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 acquisition 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.

Our management anticipates that it will likely be able to effect only one business acquisition, due primarily to our limited financing and the dilution of interest for present and prospective shareholders. 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.

We anticipate that the process of developing healthcare related consumer products and the selection of a business acquisition 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 acquisition may occur 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.

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RESULTS OF OPERATION

We are a development stage company and have not generated any revenue to date. We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

THREE MONTHS PERIOD ENDED OCTOBER 31, 2013 COMPARED TO THE THREE MONTHS PERIOD ENDED OCTOBER 31, 2012

Our net loss for the three months period ended October 31, 2013 was $15,711 compared to a net loss of $2,274 during the three months period ended October 31, 2012. During the three months periods ended October 31, 2013 and 2012, we did not generate any revenue.

Professional Fees. During the three months ended October 31, 2013, our company incurred $14,848 of professional fees consisting of auditing, accounting, legal and filing fees associated with filing of required reports with the Securities and Exchange Commission (“SEC”). During the three months ended October 31, 2012, our company incurred $1,900 of professional fees consisting of auditing, accounting and filing fees associated with our company’s filing of required reports with the SEC.

Other General and Administrative Expenses. During the three months ended October 31, 2013, our company incurred other general and administrative expenses of $863 primarily consisted of annual dues and other miscellaneous expenses. During the three months ended October 31, 2012, our company incurred other general and administrative expenses of $374 primarily consisted of bank charges and fees.

SIX MONTHS PERIOD ENDED OCTOBER 31, 2013 COMPARED TO THE SIX MONTHS PERIOD ENDED OCTOBER 31, 2012

Our net loss for the six months period ended October 31, 2013 was $45,373 compared to a net loss of $11,349 during the six months period ended October 31, 2012. During the six months periods ended October 31, 2013 and 2012, we did not generate any revenue.

Professional Fees. During the six months ended October 31, 2013, our company incurred $42,049 of professional fees consisting of auditing, accounting, legal and filing fees associated with filing of required reports with the SEC. During the six months ended October 31, 2012, our company incurred $10,750 of professional fees consisting of auditing, accounting and filing fees associated with our company’s filing of required reports with the SEC.

Other General and Administrative Expenses. During the six months ended October 31, 2013, our company incurred other general and administrative expenses of $3,324 consisted of $1,923 of travel expenses and $1,401 of annual dues and other miscellaneous expenses. During the six months ended October 31, 2012, our company incurred other general and administrative expenses of $599 primarily consisted of bank charges and fees.

LIQUIDITY AND CAPITAL RESOURCES

As of October 31, 2013, our current assets were $1,463,994 compared to $1,945 in current assets at April 30, 2013. Current assets were comprised of $1,462,050 in cash and $1,944 in prepaid expenses. As of October 31, 2013, our current liabilities were $91,648. Current liabilities were comprised of $85,550 in loans from shareholders and $6,098 in accounts payable.

Stockholders’ equity was $1,372,346 as of October 31, 2013 compared to $(31,077) as of April 30, 2013.

CASH FLOWS FROM OPERATING ACTIVITIES

We have not generated positive cash flows from operating activities. For the six months period ended October 31, 2013, net cash flows used in operating activities was $45,183 consisting of a net loss of $45,373 and a decrease in prepaid expenses of $1 and an increase in accounts payable of $189. For the six months period ended October 31, 2012, net cash flows used in operating activities was $12,466 consisting of a net loss of $11,349 and a decrease in accounts payable of $1,117. Net cash flows used in operating activities was $104,331 for the period from inception (August 4, 2010) to October 31, 2013.

CASH FLOWS FROM FINANCING ACTIVITIES

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the six months period ended October 31, 2013, we had proceeds from issuance of common stock of $1,479,900 and payments of common stock offering costs of $31,104. We also received loans from shareholders of $58,437. For the six months period ended October 31, 2012, we have not generated cash flow provided by financing activities. For the period from inception (August 4, 2010) to October 31, 2013, net cash provided by financing activities was $1,566,381 which included proceeds from issuance of common stock of $1,508,150, payments of common stock offering costs of $31,104, repayments of shareholders loans of $5,663, and loans from shareholders of $94,998.

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Critical Accounting Policies

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. Our financial statements reflect the selection and application of accounting policies which require management to make significant estimates and judgments. The discussion of our critical accounting policies contained in Note 2 to our financial statements, “SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,” is incorporated herein by reference.

MATERIAL COMMITMENTS

As of October 31, 2013, we had no material commitments.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment during the next twelve months.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Smaller reporting companies are not required to provide the information required by this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of October 31, 2013. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the quarter ended October 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS

Exhibits:

Exhibit    
Number   Document
31.1* Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of the Principal Financial Officer and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+ Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS**   XBRL Instance Document
101.SCH**   XBRL Taxonomy Extension Schema Document
101.CAL**   XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**   XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB**   XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**   XBRL Taxonomy Extension Presentation Linkbase Document

*Filed with this report.
**Furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise not subject to liability under these sections.
+In accordance with SEC Release 3308238, Exhibit 32.1 is being furnished with this report

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  Joymain International Development Group Inc.
   
Dated: December 13, 2013 By: /s/ Suqun Lin
   
  Suqun Lin, President, Chief Executive Officer and Chief
  Financial Officer
  (principal executive officer, principal financial officer
  and principal accounting officer)

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