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

FORM 10-QSB

(Mark One)
|------------------------------------------------------------------------------------------------
|                                                                                                
|X                                                                                               
|                                                                                                
|For the quarterly period ended March 31, 2006                                                   
|                                                                                                
|o                                                                                               
|                                                                                                
|For the transition period from           to                                                     
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|Commission file number: 0-30185                                                                 



|Jordan 1 Holdings Company
(formerly Gasel Transportation Lines, Inc.)
|---------------------------------------------------------------------
|(Exact name of small business issuer as specified in its charter)    
|                                                                     
|Delaware                                                             
|(State or other jurisdiction of incorporation or
organization)       
|                                                                     
|501 Johnstone, Suite 501, Bartlesville, 
OK                          
|(Address of principal executive offices)                             
|                                                                     
|(614) 306-2938                                                       
|(Issuers telephone number)                                          



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 past 90 days. Yes xý  No o.



State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: as of May 1, 2006, there were 39,677,966 common shares, no par value issued and 39,670,066 outstanding, with 7,900 shares held in the treasury.



Transitional Small Business Disclosure Format (Check one): Yes o No ýx







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INDEX







PART I - FINANCIAL INFORMATION



Item 1.  Financial Statements



Balance Sheet at March 31, 2006 (Unaudited)

3



Statements of Operations for the Three Months Ended

4

March 31, 2006 and 2005(Unaudited)





Statements of Cash Flows for the Three Months

5

Ended March 31, 2006 and 2005 (Unaudited)





Notes to Financial Statements

6



Item 2.  Managements Discussion & Analysis of Financial Condition and

Results of Operations



7 - 12



Item 3. Quantitative and Qualitative Disclosures about Market Risk

12



Item 4.  Controls and Procedures.

12



PART II  OTHER INFORMATION



Item 1.  Legal Proceedings  Not Applicable

12



Item 2.  Unregistered Sales of Equity Securities.  Use of Proceeds and Issuer Purchases

of Equity Securities  Not Applicable



12



Item 3.  Defaults Upon Senior Securities  Not Applicable

12



Item 4.  Submission of Matters to a Vote of Security Holders  Not Applicable

12



Item 5.  Other Matters  Not Applicable

12



Item 6.  Exhibits

13 - 17





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JORDAN 1 HOLDINGS COMPANY

(Formerly Gasel Transportation Lines, Inc.)

BALANCE SHEET









March 31, 2006

(Unaudited)

ASSETS



Current Assets

Cash and Cash Equivalents

$

500







TOTAL ASSETS

$

500







LIABILITIES AND STOCKHOLDERS' DEFICIT





Redeemable Warrants

$

50,000



Stockholders' Deficit

Preferred Stock, $.001 par value, 10,000,000

shares authorized, none issued and outstanding

Common Stock, $.001 par value, 100,000,000



shares authorized, 39,677,966 issued

and 39,670,066 outstanding

39,678

Additional Paid in Capital

2,906,589

Accumulated Deficit

(2,977,934)

Less: Treasury Stock, at cost, 7,900 shares

(17,833)



Total Stockholders' Deficit

(49,500)



TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT

$

500



















See accompanying notes to financial statements.

JORDAN 1 HOLDINGS COMPANY

(Formerly Gasel Transportation Lines, Inc.)

STATEMENTS OF OPERATIONS



Three Months Ended March 31,

2006

2005

(Unaudited)

(Unaudited)





Income from Discontinued Operations

$          --

$     9,233



Gain from Extinguishment of Debt

--



50,000



Net Income From Discontinued Operations

Before Tax Provision

--

59,233



Provision for Income Taxes



--

--



Net Income from Discontinued Operations

$

--

$

59,233





Basic Income(Loss) Per Share

$

.000

$

.006





Diluted Income(Loss) Per Share

$

.000

$

.006



Weighted Average Common Shares Outstanding:



Basic

39,670,066

9,870,066





Diluted

39,768,435

9,870,066















See accompanying notes to financial statements.

JORDAN 1 HOLDINGS COMPANY

(Formerly Gasel Transportation Lines, Inc.)

STATEMENTS OF CASH FLOWS



Three Months Ended March 31



2006

2005

(Unaudited)

(Unaudited)



Cash Flows From Operating Activities:

Net Income from Discontinued Operations

$

--

$

59,233

Adjustments to Reconcile Net Income

to Net Cash Provided by Operating Activities:

Extinguishment of Debt

(50,000)

Depreciation and Amortization

--

116,897

Bad Debt

--

2,465

(Increase) Decrease in:

Accounts Receivable-Trade

--

(106,825)

Prepaid Expenses and Other Assets

--

21,905

Increase (Decrease) in:



Accounts Payable and Accrued Expenses

--

194,604

Net Cash Provided by Operating Activities

--

238,279



Cash Flows From Investing Activities

Purchases of Property and Equipment

--

(106,085)

Net Cash (Used) by

Investing Activities

--

(106,085)



Cash Flows From Financing Activities

Net Change in Cash Overdraft

--

(29,431)

Proceeds from Borrowings-Related Parties

--

1,750

Payments on Notes Payable-Related Parties

--

(10,000)

Principal Payments on Long Term Borrowing

--

(95,568)

Net Cash Used by Financing Activities

--

(133,249)



Net (Decrease) in Cash

--

(1,055)

Net Cash & Cash Equivalents

Beginning of Period

500

63,109



Net Cash & Cash Equivalents

End of Period

$

500

$

62,054



Supplemental Disclosures:



Interest Paid

$

--

$

37,098





See accompanying notes to financial statements.

JORDAN 1 HOLDINGS COMPANY

(Formerly Gasel Transportation Lines, Inc.)

NOTES TO FINANCIAL STATEMENTS

March 31, 2006





NOTE 1  BASIS OF PRESENTATION





The accompanying unaudited financial statements of Jordan 1 Holdings Company, formerly Gasel Transportation Lines, Inc., have been prepared in accordance with accounting principles generally accepted in the United States of America and with the instructions to form 10-QSB.  Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments considered necessary for a fair presentation (consisting of normal recurring accruals) have been included.  Operating results for the three month period ended March 31, 2006 are not necessarily indicative of the results that may be expected for the year ending December 31, 2006.  For further information, refer to the financial statements and footnotes thereto included in the Companys Report on Form 10-KSB for the year ended December 31, 2005.





NOTE 2  RECLASSIFICATIONS



Certain reclassifications of prior year amounts have been made to conform to the current year presentation.







































Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.



NOTE REGARDING FORWARD-LOOKING STATEMENTS



Except for certain historical information contained herein, the following discussion contains forward-looking statements that involve risks, assumptions and uncertainties that are difficult to predict. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including any projections of earnings, revenues, or other financial items, any statement of plans, strategies, and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; and any statements of belief and any statement of assumptions underlying any of the foregoing. Words such as believe, may, could, expects, hopes, anticipates, and likely, and variations of these words, or similar expressions, are intended to identify such forward-looking statements.  GIVEN THESE UNCERTAINTIES, READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON FORWARD-LOOKING STATEMENTS.



The Companys actual results could differ materially from those discussed here. Factors that could cause or contribute to such differences include, but are not limited to, war, adverse changes in general economic conditions, interest rates, the ability to raise working capital, and other factors. The Company does not assume, and specifically disclaims, any obligation to update any forward-looking statement contained in this report.



Introduction



The following discussion should be read in conjunction with the Financial Statements, including footnotes, contained herein. The discussion is qualified in its entirety by the foregoing. Historical results of operations and the percentage relationships among any amounts in the Financial Statements, and any trends that may appear to be inferable therefrom, should not be taken as necessarily indicative of trends of operations or results of operations for any future periods.



Organizational History



Until it closed its operations on August 12, 2005, Gasel Transportation Lines, Inc. ("Gasel"), a corporation that was organized under the laws of the State of Ohio on January 27, 1988, operated primarily as a truckload contract carrier with various customers that shipped truckload quantities of refrigerated and non-refrigerated commodities over various distances on a nationwide basis. In addition to its primary business, Gasel operated two driver training schools, located in Marietta and Nelsonville, Ohio.



On May 19, 2003,  Gasel filed for protection from its creditors and for Reorganization under Chapter 11 of the U.S. Bankruptcy Act, and underwent numerous operating changes.  Gasel operated as a Debtor in Possession until December 14, 2004, when it received a confirmed Plan of Reorganization by majority vote of its creditors.  The court order approving the 3rd amended Plan of Reorganization with accompanying stipulations from various creditors was issued on December 30, 2004.



In response to accelerated operating losses incurred in the 2nd Quarter of 2005, management sought a new direction for  Gasel to continue its operations and complete its bankruptcy plan. In an agreement with an Ohio-based logistics carrier, Gasel tried to accelerate the utilization of owner operators, as contemplated in its confirmed Plan, and transition completely to a non-asset based (logistics) operation. On August 1, 2005, the arrangement with the logistics carrier to recapitalize Gasel and transition it to a non-asset-based operation was terminated.  Also on August 1, 2005, and  related to the reorganization termination, Gasels receivable factoring agreement was canceled.  As a result, Gasel completed the voluntary return (that started in July 2005 in connection with the proposed acquisition) of its equipment, real estate, and other assets to the creditors, and officially ceased its operations as of August 12, 2005.



On December 20, 2005, when it received a signed Order of Dismissal and Ordering Closing (the Order) from the United States Bankruptcy Court for the Southern District of Ohio, Eastern Division, Gasels bankruptcy proceedings were terminated.  The Order provided for dismissal and not a conversion of Gasels bankruptcy case.



On December 30, 2005,  Gasel entered into a private sale of stock under a Stock Purchase Agreement (SPA) with Venture Fund I, Inc., a Nevada corporation owned and controlled by accredited investor Ruth Shepley, of Houston, Texas.  Under the terms of the SPA, Shepley purchased 29,000,000 shares of restricted common stock for a purchase price of $100,000.



Also on December 30, 2005,  Gasel entered into a reverse triangular merger and holding company formation in which Jordan 1 Holdings Company, a Delaware corporation and a wholly-owned subsidiary of  Gasel, became the holding company for  Gasel, and  Gasel merged into Gasel International Transportation Lines, Inc., a Delaware corporation and a subsidiary of Jordan 1 Holdings Company (Jordan 1, or the Company).  Gasel International Transportation Lines, Inc. (Gasel International), emerged as the survivor of that merger.  Under the terms of the merger, shareholders of the Companys common stock received an equivalent number of shares of the common stock of Jordan 1.  The reorganization was effected for the purpose of reorganizing the entities as a holding company structure under which Jordan 1 was the new parent company, with exactly the same shareholder base as before the reorganization.  Gasel International succeeded to all the former assets, liabilities and operations of  Gasel by virtue of its position as the successor in interest to  Gasel in the reorganization.  Venture Fund I, the majority shareholder holding 73.08% of the voting shares of Companys common stock, expressly consented to the merger.  As of December 30, 2005, the effective date of the reorganization, all of the shares of stock of Gasel representing ownership of Gasel under the name Gasel Transportation Lines, Inc. were deemed to represent the identical number of shares of Jordan 1, and the certificates were converted on the books and records of Jordan 1.



On December 31, 2005, Gasel International, the survivor of the merger with Gasel and the subsidiary of Jordan 1, was sold in a Stock Purchase Agreement between Jordan 1, as owner of all of Gasel Internationals stock, to United Assurance, S.A., a company wholly-owned by accredited investor Steve Mills, of Dallas, Texas.



As of the date of filing of this report, Jordan 1 currently has no operations and intends to locate and combine with an existing, privately-held company that is profitable or which, in management's view, has growth potential, irrespective of the industry in which it is engaged.  However, Jordan 1 does not intend  to  combine with a private company which may be deemed to be an investment company subject to the Investment Company Act of 1940.  A combination may be structured as a merger, consolidation, exchange of Jordan 1s common stock for stock or assets or any other form which will result in the combined enterprise's becoming a publicly-held corporation.



Pending negotiation and consummation of a combination, Jordan 1 anticipates that it will have, aside from carrying on its search for a combination partner, no business activities, and, accordingly, it will have no source of revenue.  Should Jordan 1 need to incur any significant liabilities prior to a combination with a private company, it may not be able to satisfy such liabilities.



Results of Operations



The interim financial information for the three months ended March 31, 2006, and 2005 are unaudited. The statements included reflect all adjustments that the Company considers necessary for a fair presentation of the results of operations for the interim periods covered and of the financial condition of the Company at the date of the interim balance sheet.  The results of the interim periods are not necessarily indicative of the results for the entire year.  During the third quarter of 2005, Gasel Transportation Lines, Inc. ceased its operations.  As a result, the operations for the quarters ended March 31, 2006 and 2005 have been accounted for as a discontinued operation Accounting for the Impairment of Disposal of Long-Lived Assets.  Certain amounts in the 2005 financial statements have been reclassified to conform to the 2006 Loss From Discontinued Operations format.



Three Months Ended March 31, 2006.



Net income from discontinued operations for the first quarter of 2006 was $0 a decrease of

$ 59,233 from the Net Income of $ 59,233 for the same period of 2005 that was comprised of $9,233 in income from discontinued operations and a $50,000 gain from extinquishment of debt. This decrease was a result of the Company not having any operations during first quarter of 2006 (operations ceased in the third quarter of 2005).  As of the date of this report, and during the three months period ended March 31, 2006, the Company had no operating activities, revenues, or expenses.



Capital and Liquidity



The Company had cash of $ 500.00, and deficit working capital of $ (49,500.00) as of March 31, 2006. The Company does not have any external sources of liquidity, as it does not have any on-going operations at this time.



The Company currently has no operations and intends to locate and combine with an existing, privately-held company that is profitable or which, in management's view, has growth potential, irrespective of the industry in which it is engaged. However, Company does not intend to combine with a private company which may be deemed to be an investment company subject to the Investment Company Act of 1940. A combination may be structured as a merger, consolidation, exchange of the Company's common stock for stock or assets or any other form which will result in the combined enterprise's becoming a publicly-held corporation.



The Company's limited financial resources may make the acquisition of financial and other material information about a potential combination candidate difficult or even impossible to obtain and, thus, there can be no assurance that Company will have sufficient funds to obtain such reports or information when considering combination proposals or candidates.



Until it successfully completes a business combination, the Company has no employees, but only independent contractors, and it does not expect to purchase any significant equipment or otherwise take actions to prepare to become active. Company expects to perform no product research or development in connection with its plan of operation, except to the extent the above-referenced information is sought from potential business combination candidates.



The Companys common stock is currently traded on the Pink Sheets under the symbol GSEL.



RISK FACTORS



1.

THE COMPANY LACKS  OPERATIONS AND HAS LOSSES WHICH ARE EXPECTED TO CONTINUE INTO THE FUTURE.



The Company ceased operations in August 2005.  The Companys operating history is not a useful measure upon which an evaluation of its future success or failure can be made.  The Companys ability to achieve and maintain profitability and positive cash flow is dependent upon:



a) the ability to generate revenues; and

b) the ability to raise the capital necessary to acquire an operating entity or engage in a merger or other transaction with an operating entity.



The Company is a shell corporation as that is defined under Rule 12b-2.  Based upon current plans, the Company expects to incur operating losses in future periods.  The Company cannot guarantee that it will be successful in generating revenues in the future.



2.

IF THE COMPANY DOES NOT SUCCESSFULLY CONSUMMATE A BUSINESS COMBINATION, THE COMPANY WILL REQUIRE ADDITIONAL FUNDS



For the Company to once again engage in operations, it will either need to raise additional funds through public or private debt or sale of equity, or it will need to acquire or enter into a merger transaction with an operating entity.  Company is currently seeking to engage in such a merger with an operating entity, but there is no guarantee that this merger will reach a successful completion.   If the merger fails and the Company seeks additional financing, this financing may not be available when needed.  Even if this financing is available, it may be on terms that the Company deems unacceptable or are materially adverse to its interests with respect to dilution of book value, dividend preference, liquidation preference, or other terms.



3.

THE COMPANY IS NOT AN OPERATING COMPANY AND DOES NOT HAVE ANY SIGNIFICANT CAPITAL.



Because the Company does not have much capital, it must limit its operations and there is little chance that operations will begin at any time soon, as a result of such limited capital, unless the Company obtains additional funding to acquire an operating entity or enters into a merger transaction with an operating entity.



4.

BECAUSE VENTURE FUND I  OWNS MORE THAN 50% OF THE COMPANYS OUTSTANDING COMMON SHARES AND WILL BE ABLE TO DECIDE WHO WILL BE OUR DIRECTORS, YOU MAY NOT BE ABLE TO ELECT ANY DIRECTORS.



Venture Fund I owns 29,000,000 common shares, constituting 73% of the Companys outstanding common stock, and controls the Company.  As a result, unless the Company issues more shares to persons other than Venture Fund I or Venture Fund I sells some of its shares, Venture Fund I will be able to elect all of the Companys Directors and control its operations.  If the Company does enter into an acquisition or merger transaction, the Company may issue a significant number of shares in connection with that transaction.  This could result in a reduction in value to the common shares you own because of the limited voting power. Venture Fund Is majority ownership could adversely affect the value of your shares and prevent the Company from undergoing a change of control in the future.



5.

THE COMPANY HAS NOT PAID DIVIDENDS AND NONE ARE ANTICIPATED.



To date, the Company has paid no cash dividends on its common shares.  For the foreseeable future, the Company expects that earnings generated from the Companys operations will be retained for use in its business and not to pay dividends.



6.

"PENNY STOCK" RULES MAY MAKE BUYING OR SELLING THE COMPANYS COMMON STOCK DIFFICULT.



Trading in the Companys securities is subject to the Penny Stock Rules.



The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer who recommends our securities to persons other than prior customers and accredited investors, must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchasers written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker- dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. Broker-dealers who sell penny stocks to certain types of investors are required to comply with the Commissions regulations concerning the transfer of penny stock. These regulations require broker-dealers to:



Make a suitability determination prior to selling a penny stock to the purchaser;



Receive the purchasers written consent to the transaction; and



Provide certain written disclosures to the purchaser.



These requirements may restrict the ability of broker-dealers to sell the Companys common stock and may affect your ability to resell our common stock.



Item 3. Quantitative and Qualitative Disclosures About Market Risk



Not Applicable



Item 4. Controls and Procedures.



Our Chief Executive Officer, President, and Treasurer (the Certifying Officer) is responsible for establishing and maintaining disclosure controls and procedures for the Company. The Certifying Officer has designed such disclosure controls and procedures to ensure that material information is made known to him, particularly during the period in which this report was prepared. The Certifying Officer has evaluated the effectiveness of the Companys disclosure controls and procedures as of the close of the period covered by this report and believes that the Companys disclosure controls and procedures are effective based on the required evaluation. There have been no changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of his evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.





PART II - OTHER INFORMATION



Item 1. Legal Proceedings.



None.



Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities



None.



Item 3. Defaults Upon Senior Securities.



None.



Item 4.  Submission of Matters to a Vote Security Holders.



None.



Item 5. Other Information.



None



Item 6. Exhibits.



(a) Financial Statements included in Part 1 of this report:



Consolidated Balance Sheet at March 31, 2006 (Unaudited)

Statements of Consolidated Operations for the Three

Months Ended March 31, 2006 and 2005 (Unaudited))



Statements of Consolidated Cash Flows for the  Three Months

Ended March 31, 2006 and 2005 (Unaudited)



Notes to Consolidated Financial Statements



(b) Exhibits:



31 - Rule 13a-15(e)/15d-15(e) Certification of Chief Executive Officer of the Company.



32 - Section 1350 Certification by Chief Executive Officer of the Company.



(b) Reports on Form 8-K filed during or subsequent to the period ending March 31, 2006, and incorporated by reference herein:



Report on Form 8-K filed 7/14/05

Report on Form 8-K filed 8/15/05

Report on Form 8-K filed 1/5/06

Report on Form 8-K files 1/9/06





SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





|                      |  | Jordan 1 Holdings Company                                            | 
|--------------------- |  | -------------------------------------------------------------------- | 
|                      |  | (Registrant)                                                         | 
|Date   May  10 , 2006 |  | /s/   S. Gene Thompson                                               | 
|                      |  | (Signature)*                                                         | 
|                      |  |                                                                      | 
|Date May 10, 2006     |  | /s/   S. Gene Thompson                                               | 
|                      |  | (Signature)* S. Gene Thompson, President and Chief Executive Officer | 





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Index to Exhibits



Exhibit Number

Exhibit Name





31 - Rule 13a-15(e)/15d-15(e) Certification of Chief Executive

Officer of the Company.



32 - Section 1350 Certification by Chief Executive Officer of

the Company.



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