U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

                    For the Fiscal Year ended August 31, 2003

                                  JONING CORP.
                      -------------------------------------
                     (Name of small business in its charter)

         Nevada                                                   88-0376372
 ---------------------------                                  -----------------
(State or other Jurisdiction                                 (IRS
      of Incorporation)                                      Identification No.)

                              2311 Bear Hills Court
             -------------------------------------------------------
            (Address of Principal Executive Office street and number)

                               Draper, Utah 84020
                            ------------------------
                           (City, State and Zip Code)

Issuer's telephone number:  (801) 553-2150

Securities to be registered under Section 12(b) of the Act:

Title of each class   N/A

Securities to be registered under Section 12(g) of the Act:

                          Common Stock $.001 par value
                                 --------------
                                (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities 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
                                    -----  -----

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.

State issuer's revenue for its most recent fiscal year: $-0-

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked priced of such stock, as of a specified date within the past 60
days (See definition of affiliate in Rule 12b-2): $-0-

Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.

(Issuers involved in bankruptcy proceedings during the past five years):

Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
                                Yes     No
                                   -----  -----

(Applicable only to corporate registrants) State the number of shares
outstanding of each of the issuer's classes of common equity, as of the latest
practicable date: 10,144,800 as of June 30,2004.

(Documents incorporated by reference. If the following documents are
incorporated by reference, briefly describe them and identify the part of the
Form 10-KSB (e.g. Part I, Part II, etc.) into which the document is
incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or
(c) of the Securities Act of 1933 ("Securities Act"). The listed documents
should be clearly described for identification purposes.

<PAGE>


                                     PART I


ITEM 1.   DESCRIPTION OF BUSINESS.

General

     Joning Corp. (the "Company") was incorporated under the laws of the state
of Nevada on October 8, 1997 under the name GSE Group, Inc. On October 20, 1997,
the Company changed its name to Global Stock Exchange Corp., and on April 18,
2000, the Company changed its name to Joning Corp. The Company was formed to
provide consulting services primarily in the area of reverse mergers between
public shell corporations and private companies that wanted to gain access to
public trading markets through merger or other reorganization with public shell
corporations. The Company, through its network of web sites, would be contacted
either by principals or others seeking to execute mergers and acquisitions, and
the Company would put the parties together and assist in the completion of the
transaction. The Company commenced operations in January, 1999. For the year
ended August 31, 1999, the Company's revenues were $5,625. For the Company's
first full year of operations ending August 31, 2000, the Company's revenues
were $131,601. In December, 1999, the Securities and Exchange Commission (the
"SEC") advised the Company that it was the SEC's position that the Company was
in violation of certain provisions of the Securities Exchange Act of 1934, in
that it was acting as a broker in connection with the conduct of its business,
and that acting in such capacity without registration as a broker was improper.
In July 2000, as a result of the SEC's position regarding the Company's reverse
merger activities, the Company ceased its business activities and transferred
all assets and liabilities to its principal shareholder, Kading Companies, S.A.
Kading Companies, S.A. is a holding company which has ownership positions in a
medical products company and a start-up aerospace company. The Company no longer
provides consulting services between public shell corporations and private
companies, nor does it utilize any of its websites. During October and November,
2000, Kading Companies, S.A. liquidated its equity in the Company by selling its
shares to Dr. Robert Wilkins and family members and friends of Dr. Wilkins. On
December 12, 2000, the Company, John O. Jones, the President and a major
shareholder of the Company, Kading Companies, S.A.("Kading"), and Kading's
President and majority shareholder, Kevin Kading, consented to the issuance of a
cease and desist order and paid a civil monetary penalty in the amount of
$10,000 and terminated its business activities.

<PAGE>


     The Company's business plan is to seek, investigate, and, if warranted,
acquire one or more properties or businesses. Such an acquisition may be made by
purchase, merger, exchange of stock, or otherwise, and may encompass assets or a
business entity, such as a corporation, joint venture, or partnership. The
Company has very limited capital, and it is unlikely that the Company will be
able to take advantage of more than one such business opportunity. The Company
intends to seek opportunities demonstrating the potential of long-term growth as
opposed to short-term earnings.

     As of the end of its fiscal year ending August 31, 2003, the Company had
not identified any business opportunity that it plans to pursue, nor has the
Company reached any agreement or definitive understanding with any person
concerning an acquisition.

     It is anticipated that the Company's officers and directors will initiate
contacts with securities broker-dealers and other persons engaged in other
aspects of corporate finance to advise them of the Company's existence and to
determine if the companies or businesses they represent have an interest in
considering a merger or acquisition with the Company. No assurance can be given
that the Company will be successful in finding or acquiring a desirable business
opportunity, given the limited funds that are expected to be available for
acquisitions, or that any acquisition that occurs will be on terms that are
favorable to the Company or its stockholders.

     The Company's search will be directed toward small and medium-sized
enterprises which have a desire to become public corporations and which are able
to satisfy, or anticipate in the reasonably near future being able to satisfy,
the minimum asset requirements in order to qualify shares for trading on NASDAQ
or on an exchange such as the American or Pacific Stock Exchange. (See
"Investigation and Selection of Business Opportunities"). The Company
anticipates that the business opportunities presented to it will (i) be recently
organized with no operating history, or a history of losses attributable to
under-capitalization or other factors; (ii) be experiencing financial or
operating difficulties; (iii) be in need of funds to develop a new product or
service or to expand into a new market; (iv) be relying upon an untested product
or marketing concept; or (v) have a combination of the characteristics mentioned
in (i) through (iv). The Company intends to concentrate its acquisition efforts
on properties or businesses that it believes to be undervalued. Given the above
factors, investors should expect that any acquisition candidate may have a
history of losses.

<PAGE>


     The Company does not propose to restrict its search for investment
opportunities to any particular geographical area or industry, and may,
therefore, engage in essentially any business, to the extent of its limited
resources. This includes industries such as service, finance, natural resources,
manufacturing, high technology, product development, medical, communications and
others. The Company's discretion in the selection of business opportunities is
unrestricted, subject to the availability of such opportunities, economic
conditions, and other factors.

     As a consequence of the Company's registration of its securities under the
Securities Exchange Act of 1934, any entity which has an interest in being
acquired by the Company is expected to be an entity that desires to become a
public company as a result of the transaction. In connection with such an
acquisition, it is highly likely that an amount of stock constituting control of
the Company would be issued by the Company or purchased from the Company's
current principal shareholders by the target entity or its controlling
shareholders.

     It is anticipated that business opportunities will come to the Company's
attention from various sources, including its officers and directors, its other
stockholders, professional advisors such as attorneys and accountants,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals. The Company has no
plans, understandings, agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.

Investigation and Selection of Business Opportunities

     To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis of the quality of the other
company's management and personnel, the anticipated acceptability of new
products or marketing concepts, the merit of technological changes, and numerous
other factors which are difficult, if not impossible, to analyze through the
application of any objective criteria. In many instances, it is anticipated that
the historical operations of a specific firm may not necessarily be indicative
of the potential for the future because of the possible need to shift marketing
approaches substantially, expand significantly, change product emphasis, change
or substantially augment management, or make other changes. Because of the lack
of training or experience of the Company's management, the Company will be
dependent upon the owners of a business opportunity to identify such problems
and to implement, or be primarily responsible for the implementation of,
required changes. Because the Company may participate in a business opportunity
with a newly organized firm or with a firm which is entering a new phase of
growth, it should be emphasized that the Company will incur further risks,
because management in many instances will not have proved its abilities or
effectiveness, the eventual market for such company's products or services will
likely not be established, and such company may not be profitable when acquired.

<PAGE>


     It is anticipated that the Company will not be able to diversify, but will
essentially be limited to one such venture because of the Company's limited
financing. This lack of diversification will not permit the Company to offset
potential losses from one business opportunity against profits from another, and
should be considered an adverse factor affecting any decision to purchase the
Company's securities.

     It is emphasized that management of the Company may effect transactions
having a potentially adverse impact upon the Company's shareholders pursuant to
the authority and discretion of the Company's management to complete
acquisitions without submitting any proposal to the stockholders for their
consideration. Company management does not generally anticipate that it will
provide holders of the Company's securities with financial statements, or any
other documentation, concerning a target company or its business prior to any
merger or acquisition. In some instances, however, the proposed participation in
a business opportunity may be submitted to the stockholders for their
consideration, either voluntarily by Company management which elects to seek the
stockholders' advice and consent, or because state law so requires.


     The analysis of business opportunities will be undertaken by or under the
supervision of the Company's executive officers and directors.

     Although there are no current plans to do so, Company management might hire
an outside consultant to assist in the investigation and selection of business
opportunities, and in that event, might pay a finder's fee. Since Company
management has no current plans to use any outside consultants or advisors to
assist in the investigation and selection of business opportunities, no policies
have been adopted regarding use of such consultants or advisors, the criteria to
be used in selecting such consultants or advisors, the services to be provided,
the term of service, or regarding the total amount of fees that may be paid.
However, because of the limited resources of the Company, it is likely that any
such fee the Company agrees to pay would be paid in stock and not in cash.
Otherwise, the Company anticipates that it will consider, among other things,
the following factors:

     (a) Potential for growth and profitability, indicated by new technology,
anticipated market expansion, or new products;

     (b) Competitive position as compared to other companies of similar size and
experience within the industry segment as well as within the industry as a
whole;

     (c) Strength and diversity of existing management, or management prospects
that are scheduled for recruitment;

     (d) Capital requirements and anticipated availability of required funds, to
be provided from operations, through the sale of additional securities, through
joint ventures or similar arrangements, or from other sources;

<PAGE>


     (e) The cost of participation by the Company as compared to the perceived
tangible and intangible values and potential;

     (f) The extent to which the business opportunity can be advanced;

     (g) The Company's perception of how any particular business opportunity
will be received by the investment community and by the Company's stockholders;

     (h) The accessibility of required management expertise, personnel, raw
materials, services, professional assistance, other required items; and

     (i) Whether the financial condition of the business opportunity would be,
or would have a significant prospect in the foreseeable future to become, such
as to permit the securities of the Company, following the business combination,
to qualify to be listed on an exchange or on a national automated securities
quotation system, such as NASDAQ, so as to permit the trading of such securities
to be exempt from the requirements of Rule 15c2-6 recently adopted by the
Securities and Exchange Commission. See "Risk Factors - The Company - Regulation
of Penny Stocks."

     With regard to the possibility that the shares of the issuer would qualify
for listing on NASDAQ, the current standards for initial listing include, among
other requirements that the issuer have (1) net tangible assets of at least $4
million, or a market capitalization of at least $50 million, or net income in
its latest fiscal year of not less than $750,000 in its latest fiscal year, or
in two of the last three fiscal years; (2) a public float (i.e., shares that are
not held by any officer, director of 10% stockholder) of at least 1 million
shares; (3) a minimum bid price of at least $4 per share; (4) at least 300 round
lot stockholders (i.e., stockholders who own not less than 100 shares); and (5)
have an operating history of at least one year or have a market capitalization
of at least $50 million,. Many, and perhaps most of the business opportunities
that might be potential candidates for a combination with the Company would not
satisfy the NASDAQ listing criteria.

     No one of the factors described above will be controlling in the selection
of a business opportunity, and management will attempt to analyze all factors
appropriate to each opportunity and make a determination based upon reasonable
investigative measures and available data. Potentially available business
opportunities 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.
Potential investors must recognize that, because of the Company's limited
capital available for investigation and management's limited experience in
business analysis, the Company may not discover or adequately evaluate adverse
facts about the opportunity to be acquired.

     The Company is unable to predict when it may participate in a business
opportunity and it has not established any deadline for completion of a
transaction. It expects, however, that the process of seeking candidates,
analysis of specific proposals and the selection of a business opportunity may
require several additional months or more.

<PAGE>


     Prior to making a decision to participate in a business opportunity, the
Company will generally request that it be provided with written materials
regarding the business opportunity containing such items as a description of
product, service and company history; management resumes; financial information;
available projections, with related assumptions upon which they are based; an
explanation of proprietary products and services; evidence of existing patents,
trademarks, or services marks, or rights thereto; present and proposed forms of
compensation to management; a description of transactions between such company
and its affiliates during relevant periods; a description of present and
required facilities; an analysis of risks and competitive conditions; a
financial plan of operation and estimated capital requirements; audited
financial statements or an indication that audited statements will be available
within sixty (60) days following completion of a merger transaction; and other
information deemed relevant.

     As part of the Company's investigation, the Company's executive officers
and directors may meet personally with management and key personnel, may visit
and inspect material facilities, obtain independent analysis or verification of
certain information provided, check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.

     Company management believes that various types of potential merger or
acquisition candidates might find a business combination with the Company to be
attractive. These include acquisition candidates desiring to create a public
market for their shares in order to enhance liquidity for current shareholders,
acquisition candidates which have long-term plans for raising equity capital
through the public sale of securities and believe that the possible prior
existence of a public market for their securities would be beneficial, and
acquisition candidates which plan to acquire additional assets through issuance
of securities rather than for cash, and believe that the possibility of
development of a public market for their securities will be assistance in that
process. Acquisition candidates which have a need for an immediate cash infusion
are not likely to find a potential business combination with the Company to be
an attractive alternative.



Form of Acquisition

    It is impossible to predict the manner in which the Company may participate
in a business opportunity. Specific business opportunities will be reviewed as
well as the respective needs and desires of the Company and the promoters of the
opportunity and, upon the basis of that review and the relative negotiating
strength of the Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected. Such structure may include, but
is not limited to, share exchanges, mergers, agreements for purchase of and sale
of stock or assets, leases, licenses, joint ventures and other contractual
arrangements. The Company may act directly or indirectly through an interest in

<PAGE>


a partnership, corporation or other form of organization. Implementing such
structure may require the merger, consolidation or reorganization of the Company
with other corporations or forms of business organization. In addition, the
present management and stockholders of the Company most likely will not have
control of a majority of the voting shares of the Company following a
reorganization transaction. As part of such a transaction, the Company's
directors may resign and new directors may be appointed without any vote by
stockholders.

     It is likely that the Company will acquire its participation in a business
opportunity through the issuance of Common Stock or other securities of the
Company. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal Revenue Code of 1986, depends upon the issuance to the stockholders of
the acquired company of more than 80% of the common stock of the combined
entities immediately following the reorganization. If a transaction were
structured to take advantage of these provisions rather than other "tax free"
provisions provided under the Internal Revenue Code, the Company's stockholders
in such circumstances would retain in the aggregate 20% or less of the total
issued and outstanding shares. This could result in substantial additional
dilution in the equity of those who were stockholders of the Company prior to
such reorganization. Any such issuance of additional shares might also be done
simultaneously with a sale or transfer of shares representing a controlling
interest in the Company by the current officers, directors and principal
shareholders. (See "Description of Business - General").

     It is anticipated that any securities issued in any reorganization would be
issued in reliance upon exemptions, if any are available, from registration
under applicable federal and state securities laws. In some circumstances,
however, as a negotiated element of the ransaction, the Company may agree to
register such securities either at the time the transaction is consummated, or
under certain conditions or at specified times thereafter. The issuance of
substantial additional securities and their potential sale into any trading
market that might develop in the Company's securities may have a depressive
effect upon such market.

     The Company will participate in a business opportunity only after the
negotiation and execution of a written agreement. Although the terms of such
agreement cannot be predicted, generally such an agreement would require
specific representations and warranties by all of the parties thereto, specify
certain events of default, detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing, outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

     As a general matter, the Company anticipates that it will enter into a
letter of intent with the management, principals or owners of a prospective
business opportunity prior to signing a binding agreement.

     Such a letter of intent will set forth the terms of the proposed
acquisition but will not bind either the Company or the business opportunity to
consummate the transaction. Execution of a letter of intent will by no means

<PAGE>


indicate that consummation of an acquisition is probable. Neither the Company
nor the business opportunity will be bound to consummate the acquisition unless
and until a definitive agreement concerning the acquisition as described in the
preceding paragraph is executed. Even after a definitive agreement is executed,
it is possible that the acquisition would not be consummated should either party
elect to exercise any right provided in the agreement to terminate it on
specified grounds.

     It is anticipated that the investigation of specific business opportunities
and the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and
attention and substantial costs for accountants, attorneys and others. If a
decision is made not to participate in a specific business opportunity, the
costs theretofore incurred in the related investigation would not be
recoverable. Moreover, because many providers of goods and services require
compensation at the time or soon after the goods and services are provided, the
inability of the Company to pay until an indeterminate future time may make it
impossible to procure goods and services.

Competition

     The Company expects to encounter substantial competition in its efforts to
locate attractive opportunities, primarily from business development companies,
venture capital partnerships and corporations, venture capital affiliates of
large industrial and financial companies, small investment companies, and
wealthy individuals. Many of these entities will have significantly greater
experience, resources and managerial capabilities than the Company and will
therefore be in a better position than the Company to obtain access to
attractive business opportunities. The Company also will experience competition
from other public "blind pool" companies, many of which may have more funds
available than does the Company.

Administrative Offices

     The Company currently maintains a mailing address at the office of its
President, John O. Jones, 2311 Bear Hills Court, Draper, Utah 84020. The Company
pays no rent or other fees for the use of this mailing address. The Company does
not believe that it will need to maintain an office at any time in the
foreseeable future in order to carry out its plan of operations described
herein. The Company's telephone number is (801) 553-2150.


Employees

     The Company is inactive, and currently has no employees. Management of the
Company expects to use consultants, attorneys and accountants as necessary, and
does not anticipate a need to engage any full-time employees so long as it is
seeking and evaluating business opportunities. The need for employees and their
availability will be addressed in connection with the decision whether or not to
acquire or participate in specific business opportunities. No remuneration will
be paid to the Company's officers except as set forth under "Executive
Compensation" and under "Certain Relationships and Related Transactions."

<PAGE>


CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.

     Except for historical matters, the matters discussed in this Form 10-KSB
are forward-looking statements based on current expectations, and involve risks
and uncertainties. Forward-looking statements include, but are not limited to,
statements under the following headings:

     (i) "Description of Business - General" - the general description of the
Company's plan to seek a merger or acquisition candidate, and the types of
business opportunities that may be pursued.

     (ii) "Description of Business - Investigation and Selection of Business
Opportunities" - the steps which may be taken to investigate prospective
business opportunities, and the factors which may be used in selecting a
business opportunity.

     (iii) "Description of Business - Form of Acquisition" - the manner in which
the Company may participate in a business acquisition.

     The Company wishes to caution the reader that there are many uncertainties
and unknown factors which could affect its ability to carry out its business
plan in the manner described herein.

ITEM 2.   DESCRIPTION OF PROPERTY.

     The Company currently maintains a mailing address at the office of its
President, John O. Jones, 2311 Bear Hills Court, Draper, Utah 84020. The Company
pays no rent or any other fees for the use of this mailing address. The Company
does not believe that it will need to maintain an office at any time in the
foreseeable future in order to carry out its plan of operations described
herein. The Company's telephone number is (801) 553-2150.

     The Company currently has no investments in real estate, real estate
mortgages, or real estate securities, and does not anticipate making any such
investments in the future. However, the policy of the Company with respect to
investment in real estate assets could be changed in the future without a vote
of security holders.


ITEM 3. LEGAL PROCEEDINGS.

     The Company is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated.

     No director, officer or affiliate of the Company, and no owner of record or
beneficial owner of more than 5.0% of the securities of the Company, or any
associate of any such director, officer or security holder is a party adverse to
the Company or has a material interest adverse to the Company in reference to
pending litigation.

<PAGE>


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matters were submitted to a vote of the security holders of the Company
during the fiscal year which ended August 31, 2003.

                                     Part II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     There has been no established public trading market for the Company's
securities since its inception on October 8, 1997. As of August 31, 2003 there
were 10,144,800 shares outstanding, and the Company has 33 shareholders of
record. No dividends have been paid to date and the Company's Board of directors
does not anticipate paying dividends in the foreseeable future.

     The Company is authorized to issue 25,000,000 shares of common stock par
value $.001.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

     The Company is inactive with no assets and an accumulated deficit and with
limited operations or income since July, 2000.

     The Company intends to seek to carry out its plan of business as discussed
herein. In order to do so, it will require additional capital to pay ongoing
expenses, including particularly legal and accounting fees incurred in
conjunction with future compliance with its on-going reporting obligations.

Results of Operations

     During the period from October 8, 1997 (inception) through August 31, 2003,
the Company has an accumulated deficit of $74,220. The Company was incorporated
under the laws of the state of Nevada on October 8, 1997 under the name GSE
Group, Inc. On October 20, 1997, the Company changed its name to Global Stock
Exchange Corp., and on April 18, 2000, the Company changed its name to Joning
Corp. The Company was formed to provide consulting services primarily in the
area of reverse mergers between public shell corporations and private companies
that wanted to gain access to public trading markets through merger or other
reorganization with public shell corporations. The Company, through its network
of web sites, would be contacted either by principals or others seeking to
execute mergers and acquisitions, and the Company would put the parties together
and assist in the completion of the transaction. The Company commenced
operations in January, 1999. For the year ended August 31, 1999, the Company's
revenues were $5,625. For the Company's first full year of operations ending
August 31, 2000, the Company's revenues were $131,601. In December, 1999, the
Securities and Exchange Commission (the "SEC") advised the Company that it was
the SEC's position that the Company was in violation of certain provisions of
the Securities Exchange Act of 1934, in that it was acting as a broker in
connection with the conduct of its business, and that acting in such capacity
without registration as a broker was improper. In July 2000, as a result of the
SEC's position regarding the Company's reverse merger activities, the Company

<PAGE>


ceased its business activities and transferred all assets and liabilities to its
principal shareholder, Kading Companies, S.A. Kading Companies, S.A. is a
holding company which has ownership positions in a medical products company and
a start-up aerospace company. The Company no longer provides consulting services
between public shell corporations and private companies, nor does it utilize any
of its websites. During October and November, 2000, Kading Companies, S.A.
liquidated its equity in the Company by selling its shares to Dr. Robert Wilkins
and family members and friends of Dr. Wilkins. On December 12, 2000, the
Company, John O. Jones, the President and a major shareholder of the Company,
Kading Companies, S.A.("Kading"), and Kading's President and majority
shareholder, Kevin Kading, consented to the issuance of a cease and desist order
and paid a civil monetary penalty in the amount of $10,000 and terminated its
business activities.

     The Company anticipates incurring a continuing loss during 2003 as a result
of expenses associated with compliance with the reporting requirements of the
Securities Exchange Act of 1934, and expenses associated with locating and
evaluating acquisition candidates. The Company anticipates that until a business
combination is completed with an acquisition candidate, it will not generate
revenues. It may also continue to operate at a loss after completing a business
combination, depending upon the performance of the acquired business.

Need for Additional Financing

     It is anticipated that the Company will require additional capital in order
to meet its cash needs for the next year, including the costs of compliance with
the continuing reporting requirements of the Securities Exchange Act of 1934, as
amended.

     No specific commitments to provide additional funds have been made by
management or other stockholders, and the Company has no current plans,
proposals, arrangements or understandings with respect to the sale or issuance
of additional securities prior to the location of a merger or acquisition
candidate. Accordingly, there can be no assurance that any additional funds will
be available to the Company to allow it to cover its expenses. Notwithstanding
the foregoing, to the extent that additional funds are required, the Company
anticipates receiving such funds in the form of advancements from current
shareholders without issuance of additional shares or other securities, or
through the private placement of restricted securities rather than through a
public offering.

     The Company may also seek to compensate providers of services by issuances
of stock in lieu of cash. For information as to the Company's policy in regard
to payment for consulting services, see "Certain Relationships and
Transactions."

ITEM 7. FINANCIAL STATEMENTS.

     The Company's financial statements follow the signature page to this Form
10-KSB.

<PAGE>


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURE.

     The Company has had no disagreements with, it's independent accountants
since the date of inception.

On February 26, 2003 the Company engaged the accounting firm of Liebman Goldberg
& Drogin LLP ("Liebman") as its independent public accountants to audit the
Company's financial statements beginning with fiscal year ending August 31,
2003. The appointment of new independent public accountants was approved by the
Company's Board of Directors. The Company amicably concluded its relationship
with the former independent public account, Stewart H. Benjamin, CPA
("Benjamin") effective with the appointment of Liebman.

            Prior to the appointment of Liebman, the Company did not consult
with Liebman on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure.

            There were no disagreements with Benjamin on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure that would have caused Benjamin to make references in his
report to such disagreements.

            Benjamin's reports on the Company's financial statements have
contained no adverse opinion or disclaimer of opinion and were not modified as
to audit scope or accounting principles.

                                    Part III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
           COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

     The directors and executive officers currently serving the Company are as
follows:

         Name                       Age              Position(s) held
         -----                      ---              ----------------
         John O. Jones              59               President,Director
         Dr. Robert Wilkins         60               Secretary,Director

     The directors named above will serve until the next annual meeting of the
Company's stockholders. Thereafter, directors will be elected for one year terms
at the annual stockholders' meeting. Officers will hold their positions at the
pleasure of the board of directors, absent any employment agreement, of which
none currently exists or is contemplated. There is no arrangement or
understanding between any of the directors or officers of the Company and any
other person pursuant to which any director or officer was or is to be selected
as a director or officer, and there is no arrangement, plan or understanding as
to whether non-management shareholders will exercise their voting rights to
continue to elect the current directors to the Company's board. There are also
no arrangements, agreements or understandings between non-management
shareholders and management under which non-management shareholders may directly
or indirectly participate in or influence the management of the Company's
affairs.

<PAGE>


     The directors and officers will devote their time to the Company's affairs
on an "as needed" basis, which, depending on the circumstances, could amount to
as little as two hours per month, or more than forty hours per month, but more
than likely will fall within the range of five to ten hours per month. There are
no agreements or understandings for any officer or director to resign at the
request of another person, and none of the officers or directors are acting on
behalf of, or will act at the direction of any other person.

Biographical Information

John O. Jones: At various times between 1962 and 1978, Mr. Jones attended
various educational institutions including Fresno State College (`62-'67) and
Orange Coast and Long Beach College (`72-'78), where he studied engineering,
math, physics, computer science, business law and accounting. From March, 1996
to present, President of Pulse Technology, Inc., a Nevada corporation involved
with the research and development of the diagnosis of heart and lung disease.
From August 2001 to the present, Mr. Jones is Chairman of the Board of directors
and vice-president of operations and research and development for SyringeX
Medical, Inc., a Nevada corporation which owns patents to a retractable safety
syringe.

Dr. Robert Wilkins, received a Bachelor's degree in Veterinary Science in 1968
and a Veterinary Pathology Diploma in 1969 from Sydney University/Australia.
1968-1970, General Practice Relief Veterinarian in Sydney; 1970-72 Resident in
Clinical Pathology at Animal Medical Center in New York, NY. From 1973-1988
Staff Clinical Pathologist AMC, NY, and received a License to practice
veterinary medicine in 1974 in New Jersey. In 1975, Dr. Wilkins served as
President of the American Society of Veterinary Clinical Pathology, and has been
a Board Certified Veterinary Clinical Pathologist since 1976. From 1978 to 1994
Dr. Wilkins was the Director and President of Cenvet, Inc., a veterinary
diagnostic laboratory; From 1994 to the present Dr. Wilkins has been a
Consultant Veterinary Clinical Pathologist for Antech Diagnostics in
Farmingdale, NY; From 1997 to the present he has been President of the following
companies: Rejuvenation, Inc. (selling health products via the internet), R&B
Management, Inc. (a management consulting company), Resource Biomedical Corp.(a
medical research company), and Syringex Medical, Inc. ( developer of medical
safety products). From January 2001 to the present, Dr. Wilkins has been the
Secretary and a Director of Joning Corp.

Compliance with Section 16(a) of the Exchange Act.

John O. Jones and Dr. Robert Wilkins, officers, directors and owners of more
than 10% of the Company's common stock, were each required to file an Initial
Statement of Beneficial ownership of Securities on Form 3 at the time of the
registration of the Company's securities under Section 12(g) of the Act. The
Company has been advised that they did not make timely filings on Form 3.

ITEM 10.  EXECUTIVE COMPENSATION.

     No officer or director received any remuneration from the Company during
the fiscal year. Until the Company acquires additional capital, it is not
intended that any officer or director will receive compensation from the Company

<PAGE>


other than reimbursement for out-of-pocket expenses incurred on behalf of the
Company. See "Certain Relationships and Related Transactions." The Company has
no stock option, retirement, pension, or profit-sharing programs for the benefit
of directors, officers or other employees, but the Board of Directors may
recommend adoption of one or more such programs in the future.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth, as of the end of the Company's most recent
fiscal year, the number of shares of Common Stock owned of record and
beneficially by executive officers, directors and persons who hold 5.0% or more
of the outstanding Common Stock of the Company. Also included are the shares
held by all executive officers and directors as a group.

Name and                            Number of Shares            Percent of
Address                             Owned Beneficially          Class Owned
-----------------------------------------------------------------------------

John O. Jones                       3,000,000                   29.6%
2311 Bear Hill Court
Draper, UT 84020

Dr. Robert J. Wilkins               5,145,000(1)                50.2%
18 Beatrice Lane
Glen Cove, NY 11542

All directors and executive
officers (2 persons)                8,145,000                   79.8%

(1) includes the following shares:

          163,340 shares held of record by R&B Management, Inc., a corporation
owned jointly by Robert Wilkins and his wife, of which Robert Wilkins is
President. R&B Management, Inc. is a management consulting company for Dr.
Wilkins personal real estate holdings. R&B Management has no affiliation with
Joning Corporation.

          700,000 shares held of record by Janet Wilkins, the wife of Robert
Wlkins

          1,000,000 shares held of record by Richard S. Wilkins, the brother of
Robert Wilkins

     A change in control of the Company will probably occur upon consummation of
a business combination, which is anticipated to involve significant change in
ownership of stock of the company, membership of the board of directors. The
extent of any such change or control in ownership or board composition cannot be
predicted at this time.

<PAGE>


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Indemnification of Officers and Directors

     As permitted by Nevada law, the Company's Articles of Incorporation provide
that the Company will indemnify its directors and officers against expenses and
liabilities they incur to defend, settle, or satisfy any civil or criminal
action brought against them on account of their being or having been Company
directors or officers unless, in any such action, they are adjudged to have
acted with gross negligence or willful misconduct. Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that, in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in that Act and is, therefore, unenforceable.

Conflicts of Interest

     None of the officers of the Company will devote more than a portion of his
time to the affairs of the Company. There will be occasions when the time
requirements of the Company's business conflict with the demands of the
officers' other business and investment activities. Such conflicts may require
that the Company attempt to employ additional personnel. There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the Company.

     Each of the Company's officers and directors also are officers, directors,
or both of several other corporations. These companies may be in direct
competition with the Company for available opportunities.

     Company management, intends to actively negotiate or otherwise consent to
the purchase of a portion of their common stock as a condition to, or in
connection with, a proposed merger or acquisition transaction. It is anticipated
that a substantial premium may be paid by the purchaser in conjunction with any
sale of shares by officers, directors or affiliates of the Company which is made
as a condition to, or in connection with, a proposed merger or acquisition
transaction. The fact that a substantial premium may be paid to Company
officers, directors and affiliates to acquire their shares creates a conflict of
interest for them and may compromise their state law fiduciary duties to the
Company's other shareholders. In making any such sale, Company officers,
directors and affiliates may consider their own personal pecuniary benefit
rather than the best interests of the Company and the Company's other
shareholders, and the other shareholders are not expected to be afforded the
opportunity to approve or consent to any particular buy-out transaction
involving shares held by members of Company management.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a) The Exhibits listed below are filed as part of this Annual Report.

Exhibit No.       Document
-----------       --------
3.1(a)            Articles of Incorporation *
3.1(b)            Certificate of Amendment of Articles of Incorporation *
31.1              Certificate under Section 902 of Sarbanes Oxly Act of 2002
31.2              Certificate under Section 902 of Sarbanes Oxly Act of 2002
32.1              Certificate under Section 306 of Sarbanes Oxly Act of 2002
32.2              Certificate under Section 306 of Sarbanes Oxly Act of 2002


* incorporated by reference from the Company's Registration Statement on Form
10-SB filed with the Securities and Exchange Commission on March 8, 2002.

         (b)   There were no reports filed on Form 8-K during the quarter ended
               August 31, 2003.

<PAGE>


                                   SIGNATURES

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

Dated: July 8, 2004

                                            JONING CORP.



                                            By:  /s/  John O. Jones
                                               ------------------------
                                                      John O. Jones, President,
                                                      Director



                                            By:  /s/  Robert J. Wilkins
                                               -------------------------
                                                      Dr. Robert J. Wilkins,
                                                      Secretary, Director


<PAGE>



                                  JONING CORP.

                              FINANCIAL STATEMENTS

                            AUGUST 31, 2003 AND 2002

                                      with

                          INDEPENDENT AUDITORS' REPORT









<PAGE>



                                  JONING CORP.





                                    CONTENTS



                                                                   Page
                                                                   ----

Independent Auditors' Report                                       F-1 - F-2

Financial Statements:

    Balance sheet                                                    F-3

    Statements of operations                                         F-4

    Statements of changes in stockholders' deficit                   F-5

    Statements of cash flows                                         F-6

    Notes to financial statements                                  F-7 - F-12




















<PAGE>


                          INDEPENDENT AUDITORS' REPORT



Joning Corp.
Staten Island, New York

We have audited the accompanying balance sheet of Joning Corp. as of August 31,
2003, and the related statements of operations, stockholders' deficit and cash
flows for the year then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provide a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Joning Corp. as of August 31,
2003, and the results of its operations and cash flows for the year then ended,
in conformity with accounting principles generally accepted in the United States
of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 5 to the
financial statements, the Company has no material revenues, has suffered
recurring losses from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 6. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.


Liebman Goldberg & Drogin, LLP
Garden City, New York

May 24, 2004
                                       F-1

<PAGE>


                              STEWART H. BENJAMIN
                       CERTIFIED PUBLIC ACCOUNTANT, P.C.
                              27 SHELTER HILL ROAD
                              PLAINVIEW, NY 11803

                           TELEPHONE: (516) 933-9781
                           FACSIMILE: (516) 827-1203

                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------


To the Board of Directors and Stockholders
Joning Corp.
Staten Island, New York

I have audited the accompanying balance sheet of Joning Corp. (Formerly Global
Stock Exchange Corp.) as of August 31, 2002 and the related statement of
operations, stockholders' equity, and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based on
my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Joning Corp. (Formerly Global
Stock Exchange Corp.) as of August 31, 2002, and the results of its operations
and cash flows for the year then ended, in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company's significant net losses raise substantial
doubt about its ability to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

Stewart H. Benjamin
Certified Public Accountant, P.C.

Plainview, New York
January 6, 2004

                                      F-2



<PAGE>



                                  JONING CORP.

                                  BALANCE SHEET

                                 August 31, 2003

                                     ASSETS




Current Assets:
     Cash and cash equivalents                                         $   --
                                                                       --------

Property and equipment, net                                                --
                                                                       --------

Other Assets:
     Organization costs, net                                               --
     Investment, related party                                             --
                                                                       --------
         Total other assets                                                --
                                                                       --------

Total assets                                                           $   --
                                                                       ========

                    LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:
     Due to an officer/stockholder                                     $ 13,412
     Accrued expenses                                                    14,360
                                                                       --------
         Total current liabilities                                       27,772
                                                                       --------

Stockholders' (Deficit):
     Common stock, $.001 par value; authorized -
         25,000,000 shares; issued and outstanding -
         10,144,800 shares                                               10,145
     Additional paid in capital                                          36,303
     Accumulated (deficit)                                              (74,220)
                                                                       --------
         Total stockholders' (deficit)                                  (27,772)
                                                                       --------

         Total liabilities and stockholders' (deficit)                 $   --
                                                                       ========







                        See notes to financial statements

                                       F-3
<PAGE>


                                  JONING CORP.

                             STATEMENT OF OPERATIONS

                   For the year ended August 31, 2003 and 2002





                                                      2003            2002
                                                      ----            ----

Revenues                                          $       --       $       --

Cost and expenses                                      (21,543)          (6,229)
                                                  ------------     ------------

Net (loss)                                        $    (21,543)    $     (6,229)
                                                  ============     ============

Loss per common share                             $       --       $       --
                                                  ============     ============

Weighted average common shares outstanding          10,144,800       10,144,800
                                                  ============     ============

























                        See notes to financial statements

                                       F-4

<PAGE>


<TABLE>
<CAPTION>


                                                         JONING CORP.

                                         STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

                                          For the year ended August 31, 2003 and 2002







                                                    Common Stock                   Additional
                                          -------------------------------            Paid in            Accumulated
                                            Shares               Amount              Capital              Deficit
                                          ----------           ----------           ----------           ----------

<S>                 <C>                   <C>                  <C>                  <C>                  <C>
Balance - September 1, 2001               10,144,800           $   10,145           $   36,303           $  (46,448)

     Net loss                                   --                   --                   --                 (6,229)
                                          ----------           ----------           ----------           ----------

Balance - August 31, 2002                 10,144,800               10,145               36,303              (52,677)

     Net loss                                   --                   --                   --                (21,543)
                                          ----------           ----------           ----------           ----------

Balance - August 31, 2003                 10,144,800           $  10,145            $  36,303            $  (74,220)
                                          ==========           =========            =========            ==========



















                                                 See notes to financial statements

                                                               F-5



<PAGE>


                                  JONING CORP.

                             STATEMENT OF CASH FLOWS

                   For the year ended August 31, 2003 and 2002




                                                                 2003                     2002
                                                                 ----                     ----

Cash Flows from Operating Activities:
   Net (loss)                                                 $(21,543)                 $ (6,229)
Adjustments to Reconcile Net Loss to Net Cash
   (Used in) Operating Activities:
     Payment of expenses by stockholder                          7,631                     5,781
     Changes in Assets and Liabilities:
     Increase in accrued expenses                               13,912                       448
                                                              --------                  --------
         Net cash (used in)
             operating activities                                 --                        --
                                                              --------                  --------

Increase in cash                                                  --                        --

Cash and cash equivalents, September 1, 2002                      --                        --
                                                              --------                  --------

Cash and cash equivalents, August 31, 2003                    $   --                    $   --
                                                              ========                  ========
</TABLE>




















                        See notes to financial statements

                                       F-6
<PAGE>



                                  JONING CORP.

                          Notes to Financial Statements

                                 August 31, 2003

Note 1 - Operations:
--------------------

Nature of Business:
-------------------

The financial statements presented are those of Joning Corp. (the "Company").
The company was incorporated under the laws of the State of Nevada on October 9,
1997 under the name Global Stock Exchange Corp. On March 29, 2000, the Company
amended its articles of incorporation and changed the name of the Company to
Joning Corp. The Company was in the business of providing consulting services,
primarily in the area of reverse mergers between public shell corporations and
private companies that desire to gain access to public trading markets through
merger or other reorganization with a public shell corporation. The Company has
indicated its intentions to participate in a merger transaction with an
operating company, which management will select after reviewing the business
opportunities for their profit or growth potential.

Note 2 - Summary of Significant Accounting Policies:
----------------------------------------------------

Use of Estimates in the Preparation of Financial Statements:
------------------------------------------------------------

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reporting 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 period. Actual results
could differ from those estimates.

Income Taxes:
-------------

There is no provision for income taxes since the Company has incurred net
operating losses. At August 31, 2003, the Company has net operating loss
carryforwards of $74,220 which may be available to offset future taxable income
through 2023.

Fair Value of Financial Instruments:
------------------------------------

SFAS No. 107, "Disclosures About Fair Value of Financial Instruments", requires
disclosure of the fair value information, whether or not recognized in the
balance sheet, where it is practicable to estimate that value. The fair value of
the Company's payables due to an officer/stockholder is not practicable to
estimate due to the related party nature of the underlying transactions and the
indefinite payment terms.




                                       F-7


<PAGE>



                                  JONING CORP.

                          Notes to Financial Statements

                                 August 31, 2003


Note 2 - Summary of Significant Accounting Policies (Continued):
----------------------------------------------------------------

Loss Per Common Share:
----------------------

The Company has adopted Financial Accounting Standards Board (FASB) Statement
No. 128, "Earnings per Share". The statement establishes standards for computing
and presenting earnings per share (EPS). It replaced the presentation of primary
EPS with a presentation of basic EPS and also requires dual presentation of
basic and diluted EPS on the face of the income statement. Basic loss per share
is computed by dividing losses available to common stockholders by the weighted
average number of common shares outstanding during the period. Diluted loss per
share reflects per share amounts that would have resulted if dilutive common
stock equivalents had been converted to common stock. As of August 31, 2003, the
Company had no dilutive common stock equivalents such as stock options or
preferred stock. The weighted average number of common shares used to calculate
loss per common share for the year ended August 31, 2003 was 10,144,800 shares.

Recent Accounting Pronouncements:
---------------------------------

In June 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Standard (SFAS) No. 141, "Business Combinations", and SFAS No. 142,
"Goodwill and Other Intangible Assets". SFAS No. 141 applies to all business
combinations that the Company enters into after June 30, 2001, and eliminates
the pooling - of - interests method of accounting. SFAS No. 142 is effective for
fiscal years beginning after December 15, 2001. Under these statements, goodwill
and intangible assets deemed to have indefinite lives are no longer amortized
but are subject to annual impairment tests in accordance with the statements.
Other intangible assets continue to be amortized over their useful lives.

In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 143 "Accounting for Asset Retirement
Obligations" ("SFAS No. 143"), and in August 2001 issued Statement of Financial
Accounting Standards No. 144 "Accounting for the Impairment and Disposal of
Long-Lived Assets" ("SFAS No. 144"). SFAS No. 143 addresses financial accounting
and reporting for obligations associated with the retirement of tangible
long-lived assets and the associated asset retirement costs. SFAS No. 144, which
supersedes and amends certain existing accounting and reporting pronouncements,
addresses financial accounting and reporting for the impairment or disposal of
long-lied assets. SFAS No. 143 is effective for financial statements issued for
fiscal years beginning after June 15, 2002 and SFAS No. 144 is effective for
financial statements issued for fiscal years beginning after December 15, 2001.
The adoption of SFAS 143 and 144 and its application to amounts currently
included in the Company's balance sheet does not have an impact on the Company's
accounting and disclosures.


                                       F-8


<PAGE>



                                  JONING CORP.

                          Notes to Financial Statements

                                 August 31, 2003



Note 2 - Summary of Significant Accounting Policies (Continued):
----------------------------------------------------------------

Recent Accounting Pronouncements (Continued):
---------------------------------------------

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities" which addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies
EITF Issue 94-3. The statement requires companies to recognize costs associated
with exit or disposal activities when they are incurred rather than at the date
of a commitment to an exit or disposal activities when they are incurred rather
than at the date of a commitment to an exit or disposal plan. Examples of costs
covered by the statement include lease termination costs and certain employee
severance costs that are associated with a restructuring, discontinued
operations, plant closing, or other exit or disposal activity. The provisions of
this Statement are required to be applied to exit or disposal activities that
are initiated after December 31, 2002. The adoption of this statement will not
have an effect on the Company's financial position or results of operations.

In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"), "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others", which clarifies disclosure and
recognition/measurement requirements related to certain guarantees. The
disclosure requirements are effective for financial statements issued after
December 15, 2002 and the recognition/measurement requirements are effective on
a prospective basis for guarantees issued or modified after December 31, 2002.
The application of the requirements of FIN 45 did not have a material effect on
the Company's financial position or results of operations.

In December 2002, the FASB issued SFAS No. 148 "Accounting for Stock-Based
Compensation-Transaction and Disclosure". SFAS No. 148 amends SFAS No. 123
"Accounting for Stock Based Compensation", to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based compensation. In addition SFAS No. 148 amends the disclosure
requirements of SFAS No. 123 to require prominent disclosures in both annual and
interim financial statements about the method of accounting for stock-based
employee compensation and the effect of the methods used on reported results.
The transition guidance and annual disclosure provisions of SFAS No. 148 are
effective for the fiscal years ending after December 15, 2002. The interim
disclosure provisions are effective for financial reports containing financial
statements for interim periods beginning after December 15, 2002.





                                       F-9


<PAGE>




                                  JONING CORP.

                          Notes to Financial Statements

                                 August 31, 2003


Note 2 - Summary of Significant Accounting Policies (Continued):
----------------------------------------------------------------

Recent Accounting Pronouncements (Continued):
---------------------------------------------

In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"),
"Consolidation of Various Interest Entities" ("VIEs"). This Interpretation
addresses the consolidation of variable interest entities in which the equity
investors lack one or more of the essential characteristics of a controlling
financial interest or where the equity investment at risk is not sufficient for
the entity to finance its activities without subordinated financial support from
other parties. The Interpretation applied to VIEs created after January 31, 2003
and to VIEs in which an interest is acquired after that date. Effective January
31, 2004, it also applies to VIEs in which an interest is acquired before
February 1, 2003. The Company may apply the Interpretation prospectively with a
cumulative effect as of January 31, 2003, or by restating previously issued
financial statements with a cumulative effect adjustment as of the beginning of
the first year restated. The application of the requirements of FIN 46 has not
had a material effect on the Company's financial position or results of
operations.

In May 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities" ("SFAS No. 149"). SFAS No. 149
amends and clarifies accounting for derivative instruments including certain
derivative instruments embedded in other contracts and hedging activities under
SFAS No. 133. It is effective for contracts entered into or modified after June
30, 2003 and for hedging relationships designated after June 30, 2003. The
adoption of this standard will not have a material impact on the Company's
financial position or results of operations.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity" which
establishes standards for how an issuer of financial instruments classifies and
measures certain financial instruments with characteristics of both liabilities
and equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some circumstances) if, at
inception, the monetary value of the obligation is based solely or predominately
on a fixed monetary amount known at inception, variations in something other
than the fair value of the issuer's equity shares or variations inversely
related to changes in the fair value of the issuer's equity shares. This
Statement is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003. The application of this standard is not
expected to have a material impact on the Company's financial position or
results of operations.




                                      F-10


<PAGE>



                                  JONING CORP.

                          Notes to Financial Statements

                                 August 31, 2003

Note 3 - Stockholders' Equity:
------------------------------

Common Stock:
-------------

On October 9, 1997, the Company issued 10,000,000 shares of common stock,
5,000,000 shares to the President of the Company for start-up expenses incurred,
and 5,000,000 shares to Kading Companies, S.A. for organization costs and
services. These common shares were valued at $.001 per share. On April 15, 1998,
the Company sold 144,800 shares of common stock to individual investors at a
price of $.10 per share.

Note 4 - Income Taxes:

The tax expense (benefit) for the years ended August 31, 2003 consists of the
following components:

                  Current:
                      Federal                                  $      -
                       State                                          -
                                                              ---------
                                                               $      -
                                                               ========

                  Deferred:
                      Federal                                  $      -
                       State                                          -
                                                               --------
                                                               $      -
                                                               ========

Deferred income taxes for 2003 as reported on the balance sheet consists of:

                  Deferred tax assets                         $ 218,294
                  Deferred tax liabilities                            -
                  Valuation allowance                          (218,294)
                                                                -------
                                                         $            -
                                                           ============

The Company has provided a full 100% valuation allowance on the deferred tax
assets at August 31, 2003 to reduce such deferred income tax assets to zero as
it is the management's belief that realization of such amounts do not meet the
criteria required by generally accepted accounting principles. Management will
review the valuation allowance required periodically and make adjustment as
warranted.



                                      F-11


<PAGE>



                                  JONING CORP.

                          Notes to Financial Statements

                                 August 31, 2003



Note 5 - Related Party Transactions:
------------------------------------

The Company does not lease or rent any property. Office services are provided
without charge by an officer/shareholder. Such costs are immaterial to the
financial statements and, accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other business activities
and may, in the future, become involved in other business opportunities. If a
specific business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their business interests. The
Company has not formulated a policy for the resolution of such conflicts.

During October and November 2000, the Company's majority shareholder Dr. Robert
Wilkins and family members and friends of Dr. Wilkins's acquired a majority of
the shares of stock of the Company.

Note 6 - Going Concern:
-----------------------

The Company's financial statements have been prepared in conformity with
principles of accounting applicable to a going concern. These principles
contemplate the realization of assets and liquidation of liabilities in the
normal course of business. As shown in the financial statements, the Company has
incurred an accumulated deficit of $74,220. The Company's continued existence is
dependent on its ability to generate sufficient cash flow or raise additional
capital to meet its obligations on a timely basis. The Company has been
exploring sources to obtain additional equity or debt financing. Without
re4alization of additional capital, it would be unlikely for the Company to
continue as a going concern. Accordingly, the Company's continuation as a going
concern is in substantial doubt and the financial statements do not include any
adjustments that might be necessary should the Company be unable to continue in
existence.













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