U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-QSB
Quarterly Report Under
the Securities Exchange Act of 1934
For Quarter Ended: June 30, 2006
Commission File Number: 0-29987
GLOBAL LINKS CORP.
(Exact name of small business issuer as specified in its charter)
Nevada | 88-0106514 |
(State or other jurisdiction Employer of incorporation or organization) | (IRS Identification No.) |
3571 East Sunset Road,
Las Vegas, Nevada
(Address of principal executive offices)
89120 | (702) 436-7007 |
(Zip Code) | (Issuer's Telephone Number) |
(Former name, former address and former fiscal year, if changed since last report) |
Check whether the issuer
(1) filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 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 o.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x.
The number of shares outstanding of each of the registrant's classes of such common equity, as of August 10, 2006, was 77,672,086 shares of Common Stock and 13,760,000 shares of Series B Preferred Stock.
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Table of Contents
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PART I
ITEM 1. | FINANCIAL STATEMENTS. |
The unaudited condensed consolidated financial statement for the Global Links Corp. and it’s wholly owned subsidiaries, Capitol Group Holdings Corp. and Global Links Construction Corp. for the three and six month period ended June 30, 2006, is attached here.
Global Links Corp
(A Development Stage Enterprise)
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
As of June 30, 2006 | ||||
ASSETS | ||||
CURRENT ASSETS | ||||
Cash | $ | 2,348 | ||
Deposits | 27,187 | |||
Prepaid expenses | 422 | |||
Employee advance | 6,000 | |||
Accounts receivable (Net of allowance $2,063) | 12,461 | |||
Notes receivable | 153,000 | |||
Related party receivable | 2,000 | |||
Inventory asset | 4,429 | |||
Total Current Assets | 207,847 | |||
PROPERTY AND EQUIPMENT | ||||
Land | 502,767 | |||
Building (Net of depreciation of $93,914) | 1,234,586 | |||
Furniture and equipment (Net of depreciation $25,197) | 47,463 | |||
Total Property and Equipment | 1,784,816 | |||
OTHER ASSETS | ||||
Notes receivable | 1,000,000 | |||
Deposit on land | 441,249 | |||
Land held for development | 3,371,648 | |||
Total Other Assets | 4,812,897 | |||
Total Assets | $ | 6,805,560 | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
CURRENT LIABILITIES | ||||
Accounts payable | $ | 114,776 | ||
Property taxes payable | 4,002,023 | |||
Current portion of debtenture payable (Net of discount $96,168) | 276,465 | |||
Accrued interest on loans and notes | 98,291 | |||
Total Current Liabilities | 4,491,555 | |||
LONG TERM LIABILITIES | ||||
Debenture payable- Sunset Building (Net of discount $134,942) | 1,100,147 | |||
Debenture payable- Transix (Net of discount $5,628) | 19,372 | |||
Line of credit - Majestic | 15,000 | |||
Rent deposits | 5,000 | |||
Total Long Term Liabilities | 1,139,519 | |||
Commitments and contingencies | 100,000 | |||
Total Liabilities | 5,731,074 | |||
STOCKHOLDERS' EQUITY | ||||
Preferred Stock par value $0.001 (100,000,000 shares authorized, 13,760,000 issued and outstanding) | 13,760 | |||
Common Stock par value $0.0001 (289,000,000 shares authorized, 77,672,086 issued and outstanding) | 7,767 | |||
Additional paid-in capital | 6,376,813 | |||
Stock subscriptions receivable | (359,780 | ) | ||
Accumulated deficit - accumulated during development stage | (4,964,074 | ) | ||
Total Stockholders' Equity | 1,074,486 | |||
Total Liabilities and Stockholders' Equity | $ | 6,805,560 |
See accompanying notes to the financial statements.
GLOBAL LINKS CORP.
(A Development Stage Enterprise)
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
Six months ended June 30, 2006 | (Six months ended June 30, 2005 Restated) | Inception March 28, 2002 through June 30, 2006 | ||||||||
REVENUES | ||||||||||
Consulting fees | $ | - | $ | - | $ | 100,000 | ||||
Rental income | 90,666 | 72,510 | 251,742 | |||||||
Construction income | - | - | 17,300 | |||||||
Sales | 1,341,923 | - | 1,341,923 | |||||||
R-E Info income | - | - | 408 | |||||||
Option Income | 151,000 | - | 511,000 | |||||||
Total Revenues | 1,583,589 | 72,510 | 2,222,373 | |||||||
Cost of Goods Sold | 376,300 | - | 516,314 | |||||||
Gross Profit | 1,207,289 | 72,510 | 1,706,059 | |||||||
EXPENSES | ||||||||||
General and administrative | 89,899 | 86,716 | 896,004 | |||||||
Consulting fees | 47,260 | 58,550 | 2,163,985 | |||||||
Property tax expense | 157,610 | 5,000 | 514,180 | |||||||
Officer and employee compensation | 135,191 | 115,700 | 2,383,740 | |||||||
Professional fees | 35,137 | 49,485 | 204,406 | |||||||
Depreciation and amortization | 33,643 | 42,041 | 122,643 | |||||||
Research & development | - | - | 125,000 | |||||||
Maintenance expense | 9,854 | 13,999 | 46,042 | |||||||
Total Expenses | 508,594 | 371,491 | 6,456,000 | |||||||
OTHER INCOME/(EXPENSE) | ||||||||||
Gain (loss) on disposal of an asset | (1,752 | ) | - | (2,565 | ) | |||||
Gain (loss) on Judicial property seizure | - | - | (13,662 | ) | ||||||
Interest income | 16,836 | 12 | 17,452 | |||||||
Interest expense | (118,264 | ) | (124,371 | ) | (533,195 | ) | ||||
Total Other Expense | (103,180 | ) | (124,359 | ) | (531,970 | ) | ||||
NET INCOME (LOSS) BEFORE DISCONTINUED OPERATIONS | 595,515 | (423,340 | ) | (5,281,911 | ) | |||||
Discontinued operations, Net | - | - | 317,837 | |||||||
Net Income (Loss) | $ | 595,515 | $ | (423,340 | ) | $ | (4,964,074 | ) | ||
Net income (loss) per common share, basic and diluted | $ | 0.01 | $ | (0.04 | ) | $ | (103.18 | ) | ||
Earnings (loss) per share before discontinued operations | $ | 0.01 | $ | (0.04 | ) | $ | (109.78 | ) | ||
Earnings per share of discontinued operations | - | - | $ | 6.61 | ||||||
Weighted Average number of common shares outstanding, basic and diluted adjusted for previous splits | 48,833,760 | 10,347,921 | 48,113 |
See accompanying notes to the financial statements
GLOBAL LINKS CORP.
(A Development Stage Enterprise)
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
Three months ended June 30, 2006 | Three months ended June 30, 2005 | ||||||
(Restated) | |||||||
REVENUES | |||||||
Rental income | $ | 44,357 | $ | 36,255 | |||
Option Income | - | - | |||||
Total Revenues | 44,357 | 36,255 | |||||
Cost of Goods Sold | - | - | |||||
Gross Profit | 44,357 | 36,255 | |||||
EXPENSES | |||||||
General and administrative | 54,304 | 44,013 | |||||
Consulting fees | 16,900 | 20,100 | |||||
Property tax expense | 32,170 | - | |||||
Officer and employee compensation | 62,448 | 47,558 | |||||
Professional fees | 8,619 | 16,502 | |||||
Depreciation and amortization | 14,799 | 20,925 | |||||
Maintenance expense | 5,951 | 11,151 | |||||
Total Expenses | 195,191 | 160,249 | |||||
OTHER INCOME/(EXPENSE) | |||||||
Interest income | 16,826 | 3 | |||||
Interest expense | (59,588 | ) | (64,789 | ) | |||
Loss on disposal of an asset | (939 | ) | - | ||||
Total Other Expense | (43,701 | ) | (64,786 | ) | |||
NET LOSS BEFORE DISCONTINUED OPERATIONS | $ | (194,535 | ) | $ | (188,780 | ) | |
Discontinued operations, Net | - | - | |||||
Net Loss | $ | (194,535 | ) | $ | (188,780 | ) | |
Net loss per common share, basic and diluted | $ | (0.003 | ) | $ | (0.01 | ) | |
Loss per share before discontinued operations | $ | (0.003 | ) | $ | (0.01 | ) | |
Earnings per share of discontinued operations | $ | - | $ | - | |||
Weighted Average number of common shares outstanding, basic and diluted adjusted for previous splits | 72,823,877 | 13,232,337 |
See accompanying notes to the financial statements
GLOBAL LINKS CORP
(A Development Stage Enterprise)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Six months ended June 30, 2006 | Six months ended June 30, 2005 (Restated) | Inception March 28, 2002 Thru June 30, 2006 | ||||||||
OPERATING ACTIVITES | ||||||||||
Net income (loss) | $ | 595,515 | $ | (423,340 | ) | $ | (4,964,074 | ) | ||
Adjustments to reconcile net income (loss) to cash used in operating activities: | ||||||||||
Depreciation and amortization | 33,643 | 42,041 | 122,643 | |||||||
Allowance for doubtful accounts | 2,063 | - | 2,063 | |||||||
Gain on sale of subsidiary | - | - | (433,908 | ) | ||||||
Loss on seizure of property | - | - | 13,662 | |||||||
Loss on the disposal of an asset | 1,752 | - | 2,565 | |||||||
Consulting and legal fees paid via stock | 59,892 | 22,850 | 1,328,345 | |||||||
Officer's compensation paid via stock | - | - | 1,483,200 | |||||||
Employee stock incentive plan | 26,754 | 21,335 | 332,293 | |||||||
Amortization of beneficial conversion feature | 56,568 | 59,436 | 228,820 | |||||||
Notes receivable for land | (1,000,000 | ) | - | (1,000,000 | ) | |||||
Interest on notes receivable for land | (13,816 | ) | - | (13,816 | ) | |||||
Changes in operating assets and liabilities | ||||||||||
Increase in notes receivable | (153,000 | ) | - | (153,000 | ) | |||||
Increase in inventory | (113 | ) | - | (4,429 | ) | |||||
(Decrease) increase in accounts receivable | 4,230 | (298 | ) | (708 | ) | |||||
Increase in employee advance | (6,000 | ) | - | (6,000 | ) | |||||
Decrease (increase) in prepaid expenses | 3,283 | 243 | (422 | ) | ||||||
Increase in related party receivable | (2,000 | ) | - | (2,000 | ) | |||||
Increase in deposits | - | (487 | ) | (27,187 | ) | |||||
(Decrease) increase in accounts payable | (92,383 | ) | 14,266 | 114,776 | ||||||
Increase in unearned revenue | - | 25,000 | - | |||||||
Increase in rent deposits | - | - | 5,000 | |||||||
Increase in accrued liabilities | 16,604 | 23,928 | 491,291 | |||||||
Increase in liabilities of subsidiary sold | - | - | 135,789 | |||||||
(Decrease) increase in property taxes payable | (184,483 | ) | - | 147,413 | ||||||
Increase in commitments and contingences | - | - | 100,000 | |||||||
Decrease in liabilities of discontinued operations | - | - | 263,119 | |||||||
Net cash used in operating activities | (651,491 | ) | $ | (215,026 | ) | (1,834,565 | ) | |||
INVESTMENT ACTIVITIES | ||||||||||
Cash paid for property plant and equipment | (13,423 | ) | (36,071 | ) | (954,929 | ) | ||||
Proceeds from sale of subsidiary | - | - | 35,000 | |||||||
Cash paid for deposit on land | (20,000 | ) | - | (107,937 | ) | |||||
Decrease in land held for development | 376,300 | - | 376,300 | |||||||
Net cash provided by (used in) investment activities | 342,877 | (36,071 | ) | (651,566 | ) |
GLOBAL LINKS CORP
(A Development Stage Enterprise)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Six Months Ended June 30, 2006 | Six Months Ended June 30, 2005 (Restated) | Inception March 28, 2002 Thru June 30, 2006 | ||||||||
FINANCING ACTIVITIES | ||||||||||
Cash proceeds from debt | $ | 15,000 | $ | 66,000 | $ | 220,000 | ||||
Cash paid to reduce debt | (4,871 | ) | (19,381 | ) | (42,279 | ) | ||||
Release of common stock receivable | 482 | - | 22,983 | |||||||
Issuance of common stock receivable | (359,780 | ) | - | (360,262 | ) | |||||
Cash proceeds for sale of common stock | 482,330 | 214,520 | 2,533,394 | |||||||
Fair market value of stock sold | 114,643 | - | 114,643 | |||||||
Increase in payable/loan to officer | - | 500 | - | |||||||
Net cash provided by financing activities | $ | 247,804 | $ | 261,639 | $ | 2,488,479 | ||||
Increase (decrease) in cash | (60,810 | ) | 10,542 | 2,348 | ||||||
Cash at Beginning of Period | 63,158 | 4,339 | - | |||||||
Cash at End of Period | $ | 2,348 | $ | 14,881 | $ | 2,348 | ||||
SUPPLEMENTAL DISCLOSURES | ||||||||||
Cash payment for interest | $ | 10,433 | $ | 50,906 | $ | 138,271 | ||||
Cash payment for income taxes | $ | - | $ | - | $ | - | ||||
Non cash investing and financing activities | ||||||||||
Beneficial conversion feature | $ | - | $ | 13,925 | $ | 465,558 | ||||
Shares Issued for the conversion of debt | $ | - | $ | - | $ | 18,987 | ||||
Shares issued for the merger with Capitol | ||||||||||
Group | $ | - | $ | - | $ | 116,378 | ||||
Note for Sunset building | $ | - | $ | - | $ | 1,280,000 | ||||
Reverse split on common stock | $ | - | $ | - | $ | 22,468 | ||||
Property tax payable released in tax seizure | $ | - | $ | - | $ | 1,390 | ||||
Conversion of Preferred Stock to Common | $ | 1,240 | $ | - | $ | 1,240 | ||||
3-for-1 forward stock split | $ | 4,588 | $ | - | $ | 4,588 | ||||
Conversion of debenture payable | $ | 10,000 | $ | - | $ | 10,000 |
See accompanying notes to the financial statements
GLOBAL LINKS CORP.
(A Development Stage Enterprise)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006
(Unaudited)
Note 1 - Basis of Presentation
The accompanying condensed consolidated balance sheet of Global Links Corp (the "Company”), (a development stage enterprise) and its wholly owned subsidiaries, Capitol Group Holdings Corp. and Global Links Construction Corp. at June 30, 2006, and the condensed consolidated income statement for the six and three month periods ended June 30, 2006 and 2005 have been prepared by the Company’s management. In addition management also prepared the cumulative period during the development stage from March 28, 2002 (inception) through June 30, 2006 and the statement of cash flows for the six month period ended June 30, 2006 and 2005 and the cumulative period during the development stage through June 30, 2006. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. The unaudited financial statements should be read in conjunction with the financial statements and footnotes thereto included in the Company's Form 10-KSB for the year ended December 31, 2005.
Operating results for the six month period ended June 30, 2006, are not necessarily indicative of the results that can be expected for the year ending December 31, 2006.
Reclassifications
Certain reclassifications, which have no effect on net income, have been made in the prior period financial statements to conform to the current presentation.
Significant Accounting Policies
Loss Per Share
Basic and diluted loss per common share for all periods presented is computed based on the weighted average number of common shares outstanding during the year as defined by SFAS No. 128, "Earnings Per Share". The assumed exercise of common stock equivalents was not utilized for the six month periods ended June 30, 2006 or June 30, 2005 since the effect would be anti-dilutive. There were 182,831,253 common stock equivalents outstanding at June 30, 2006.
Revenue Recognition
Revenue from the sale of real estate land (lots) is recognized when the agreements are signed and considerations is given (received). Any amounts received from buyers in excess of revenues recognized are classified as other liabilities.
Rental income from the professional office building in Southern Nevada is recognized in the month it is earned. Any amounts received from tenants in excess of revenues recognized are classified as other liabilities.
Revenue from the sale of land options are recognized when the agreement is signed by both parties, due to the fact that the earning process is complete once signed. The earnings process is deemed complete because the monies are non-refundable, the Company has the option to repurchase plus interest the option payment, and should the Company not perform the option can be converted at the Company’s discretion to common stock (the conversion price is determined upon written request by the Company and each request shall be less than 5% of the outstanding issued common stock of the Company).
Allowance for Doubtful Accounts
The Company estimates its accounts receivable risks and provides allowances for doubtful accounts accordingly. The Company believes that its credit risk for accounts receivable is limited because of the small account balances and small number of transactions. The Company evaluates the adequacy of the allowance for doubtful accounts on a periodic basis. The evaluation includes length of time receivables are past due, any adverse situations that may affect a customer's ability to repay and prevailing economic conditions. The Company makes adjustments to its allowance if the evaluation of allowance requirements differs from the actual aggregate reserve. This evaluation is inherently subjective and estimates may be revised as more information becomes available.
Note 1 - Basis of Presentation (Continued)
Significant Accounting Policies (Continued)
Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
New Accounting Pronouncements
In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based Payment." SFAS No. 123R replaced SFAS No. 123 and superseded Accounting Principles Board Opinion No. 25. SFAS No. 123R requires compensation costs related to share-based payment transactions to be recognized in the financial statements. The Company has adopted SFAS 123R in the first quarter of 2006. Under this new ruling the Company began adopting the policy of recording stock based compensation at strike price at the time of the grant for employees. During the six month period ended June 30, 2006, $114,643 was recorded as the fair market value of stock sold. All non-employee stock based compensation is still currently recorded at the actual sales price on the date of sale.
Note 2 - Related Party Transaction
The company incurred an additional loan receivable, which was a related party transaction. The amount as of June 30, 2006, was $2,000. The loan was executed to Dobry Corp., a 100% owned corporation by Frank Dobrucki, an Officer of the Company. The amount due is unsecured, bears no interest and is due within thirty days from the date of issue. This amount has increased to $3,400 subsequent to June 30, 2006.
Note 3 - Notes Receivable
On March 31, 2006, the Company has a note receivable in the amount of $1,000,000 for the sale of 100 lots in Kingman Arizona (see Note 4 below). The terms of the note are as follows, interest of 8.25% per annum is payable in monthly installments of $6,875, beginning on May 1, 2006, matures March 31, 2008 at which time the entire unpaid principal and any accrued interest is due. As of July 2006, the Company has not received the first May payment on this note receivable. The Company has accrued $13,816 of interest as of June 30, 2006 to accounts receivable in these financial statements.
On April 2, 2006, the Company signed a note receivable in the amount of $150,000 with 8% interest per annum. The note matures on April 1, 2007 at which time all accrued interest and principle are due. The Company has accrued $3,000 in interest which is capitalized to the note receivable as of June 30, 2006 in these financial statements.
Note 4 - Land Held for Development
Capitol Group Holdings Corp., a wholly owned subsidiary of the Company acquired 1,000 lots in Mojave County Arizona. The lots are part of a development named Valle Vista Ranch, planned as an affordable, energy efficient senior development. The entire project is made up of a total of 1,624 lots. The additional 624 lots not currently owned by the Company may be acquired by the Company at a later date. During the fourth quarter in 2005, the Company had 4 lots seized by Mohave County for delinquent property taxes due. During the first quarter in 2006, the Company sold 100 lots in the form of a note receivable for $1,000,000 (see Note 3 above). Currently, the Company has control over 896 lots in Valle Vista Ranch.
Note 5 - Debt
During the first quarter of 2006, the Company incurred an additional debt instrument in the form of a line of credit granted to the Company in the amount of $50,000. During the six month period ended June 30, 2006, the Company has drawn a total of $15,000 and made no principle payments.
On June 22, 2006, the Company issued 2,857,000 shares of common stock, at the request of the debtor, in consideration for a payment in the amount of $10,000 on its Debenture payable-Sunset building.
Note 6 - Income taxes
The Company accounts for income taxes under the liability method. Under this method, deferred tax assets and liabilities are recognized and measured using enacted tax rates at the balance sheet date. Deferred tax expense or benefit is the result of changes in deferred tax assets and liabilities. Valuation allowances are established when necessary to reduce net deferred taxes to amounts that is more likely than not to be realized. It appears that it is more likely than not, that the Company will not earn income sufficient to realize the deferred tax assets during the carry forward period. As of December 31, 2005, for U.S. federal income tax return purposes, the Company has a net operating loss carry forward of approximately $6,315,000, which will expire between 2013 and 2025.
Note 7 - Common Stock
On February 6, 2006, the Board of Directors approved a 3-for-1 forward stock split for all shareholders of the Company as of April 10, 2006. All prior year numbers have been adjusted for this split.
During the six month period ending June 30, 2006, the Company issued S-8 shares too employees and non-employees for services. The table below represents the number of shares issued, dollar value of those shares, and registered shares remaining at June 30, 2006.
Six months ended June 30, 2006 | Number of shares | Shares dollars | Bonus portion | Shares at the beginning of the period | Shares at the end of the period | |||||||||||
S-8 Reg. Employee | 10,550,000 | $ | 482,330 | $ | 26,754 | 383,280,000 | 372,730,000 | |||||||||
S-8 Reg. Non-Employee | 1,310,000 | $ | 59,892 | - | 82,200,000 | 80,890,000 |
The table below represents the number of shares granted, and the amount of stock subscription receivable during the three month period ended June 30, 2006
Shares issued during the three months ended June 30, 2006 | Number of shares granted | Dollar amount of stock subscription | |||||
S-8 Reg Employee | 6,000,000 | $ | 210,000 |
Note 8 - Commitments and Contingencies
During the second quarter of 2005, First American Title has filed suit against the Company claiming failure to pay contractual obligations for the Company's R-E Info project. The Company expects to settle the suit by payment of an amount not in excess of $100,000, which has been accrued in commitments and contingencies in these financial statements. Accordingly, the Company has determined not to accrue additional amounts. The current contract with American Title requires monthly payments of $25,000 per month. A default judgment was entered by the County of Orange in California against the Company for breach of contract. The judgment is not enforceable due to the fact that the Company is a Nevada corporation. As of June 30, 2006, the plaintiff has yet to file in Nevada.
ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS |
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this report. References in this section to "Global Links Corp," the "Company," "we," "us," and "our" refer to Global Links Corp. and our direct subsidiaries on a consolidated basis unless the context indicates otherwise.
This quarterly report contains forward looking statements relating to our Company's future economic performance, plans and objectives of management for future operations, projections of revenue mix and other financial items that are based on the beliefs of, as well as assumptions made by and information currently known to, our management. The words "expects, intends, believes, anticipates, may, could, should" and similar expressions and variations thereof are intended to identify forward-looking statements. The cautionary statements set forth in this section are intended to emphasize that actual results may differ materially from those contained in any forward looking statement.
ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS (CONTINUED) |
EXECUTIVE SUMMARY
“Our vision is to change the global housing market and provide affordable housing through the partnerships of quality home builders. We fulfill this vision by providing free real estate information of property to the general public and by providing innovative and affordable solutions to senior citizens through projects such as “Valle Vista”-a development where all seniors can call home”… the Management.
DEVELOPMENT OF OUR BUSINESS
Global Links Corp. (hereinafter referred to as "Global Links" or the "Company") was formed as a corporation under the laws of the State of Nevada in 1952 under the name “Blue Jacket Mining Company". In December 1994 the Company’s shareholders approved a reverse merger with United Casino Corporation, a Nevada Corporation, and the Company’s name was changed at that time to United Casino Corporation. In August, 2000, the Company's name was again changed to United Trading.Com, and in December 2001, the shareholders approved a name change to Global Links Corp.
In 2002, the Company's management determined that their objective of acquiring an operating business, or merging with an operating business was meeting with no success and therefore decided to pursue the business of marketing electronic transactions by offering a suite of comprehensive electronic products.
In 2003, the Company transferred all of the assets and liabilities relating to the business of marketing electronic transactions to its wholly owned subsidiary, Global Links Card Services, Inc. ("GLCS"). In December, 2004, the Company sold all of its interests in GLCS to an unrelated corporation. Also in 2003, the Company merged with Capitol Group Holding Corporation and in addition to the marketing of electronic transactions products, the Company entered the business of real estate acquisitions and development, real estate information services and international housing projects.
In 2004, the Company completed renovations on its Sunset office building and the premium office space was available for lease. During the year of 2005 the Company continued leasing office space and made an additional 600 feet available for lease.
CRITICAL ACCOUNTING POLICIES
Concentrations
The Company currently has a high concentration of customers in the real estate industry in Southern Nevada. The Company’s finished office building is occupied primarily by one tenant. The Company does not believe a loss of its predominant tenant would negatively impact the Company’s operations, due to the fact that the building is marketable and would have no issue obtaining another tenant in a short period of time.
Revenue Recognition
Revenue from housing and other real estate sales are recognized when sales are closed and title passes to the buyer. Sales are closed when all of the following conditions are met: a sale is consummated, a significant down payment is received, the earnings process is complete and the collection of any remaining receivables is reasonably assured. Any amounts received from buyers in excess of revenues recognized are classified as other liabilities.
Rental income from the professional office building in Southern Nevada is recognized in the month it is earned. Any amounts received from tenants in excess of revenues recognized are classified as other liabilities.
Revenue from the sale of land options are recognized when the agreement is signed by both parties, due to the fact that the earning process is complete once signed. The earnings process is deemed complete because the monies are non-refundable, the Company has the option to repurchase plus interest the option payment, and should the Company not perform the option can be converted at the Company’s discretion to common stock (the conversion price is determined upon written request by the Company and each request shall be less than 5% of the outstanding issued common stock of the Company).
ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS (CONTINUED) |
Allowance for Doubtful Accounts
The Company estimates its accounts receivable risks and provides allowances for doubtful accounts accordingly. The Company believes that its credit risk for accounts receivable is limited because of the small account balances and small number of transactions. The Company evaluates the adequacy of the allowance for doubtful accounts on a periodic basis. The evaluation includes length of time receivables are past due, any adverse situations that may affect a customer's ability to repay and prevailing economic conditions. The Company makes adjustments to its allowance if the evaluation of allowance requirements differs from the actual aggregate reserve. This evaluation is inherently subjective and estimates may be revised as more information becomes available.
Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Loss Per Share
Basic and diluted loss per common share for all periods presented is computed based on the weighted average number of common shares outstanding during the year as defined by SFAS No. 128, "Earnings Per Share". The assumed exercise of common stock equivalents was not utilized for the six month periods ended June 30, 2006 or June 30, 2005 since the effect would be anti-dilutive. There were 182,831,253 common stock equivalents outstanding at June 30, 2006.
NEW ACCOUNTING PRONOUNCEMENTS
In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based Payment." SFAS No. 123R replaced SFAS No. 123 and superseded Accounting Principles Board Opinion No. 25. SFAS No. 123R requires compensation costs related to share-based payment transactions to be recognized in the financial statements. The Company has adopted SFAS 123R in the first quarter of 2006. Under this new ruling the Company began adopting the policy of recording stock based compensation at strike price at the time of the grant for employees. During the six month period ended June 30, 2006, $114,643 was recorded as the fair market value of stock sold. All non-employee stock based compensation is still currently recorded at the actual sales price on the date of sale.
RESULTS OF OPERATIONS FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2006 COMPARED WITH THE SIX MONTH PERIOD ENDED JUNE 30, 2005.
Results of operations consist of the following:
June 30, 2006 | June 30, 2005 | Difference | Percent | ||||||||||
Net revenues | $ | 1,583,589 | $ | 72,510 | $ | 1,511,079 | 2084 | % | |||||
Cost of goods sold | 376,300 | - | 376,300 | 100 | % | ||||||||
Gross profit | 1,207,289 | 72,510 | 1,134,779 | 1565 | % | ||||||||
Operating expense (*) | 611,774 | 495,850 | 115,924 | 23 | % | ||||||||
Net operating income (loss) | $ | 595,515 | $ | (423,340 | ) | $ | 1,018,855 | -241 | % |
*Operating expenses were calculated using “Total Expenses” and “Total Other Income (Expense)” on the Consolidated Income Statement.
The 2084% increase in net revenues from the period ended June 30, 2006 to June 30, 2005 is attributable mainly to a sale of 100 lots in Kingman Arizona, in the amount of $1,341,923 or 85% of total revenue. The total sale of $1,341,923 consists of a note receivable in the amount of $1,000,000 and property taxes liability assumed by the buyer in the amount of $341,923; compared to no sales in the six month period of 2005. The amount of option income in the six month period of June 30, 2006 is $151,000, or 10% of total revenue in comparison to zero in the same period in 2005. The amount of rental revenue received in the six month period ended June 30, 2006 is $90,666, or 6% of total revenue compared to $72,510 or 100% of total revenue during the same period in 2005. The $18,156 increase in rental revenue is largely attributable to an additional 604 square feet of rental space made available to tenants.
The amount of total operating expenses increased $115,924 from the six month period in 2006 compared to the same period in 2005. The increase was mainly attributed to the property tax expense in Kingman, Arizona.
RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED JUNE 30, 2006 COMPARED WITH THE THREE MONTH PERIOD ENDED JUNE 30, 2005.
Total revenues were $44,357 for the three months ended June 30, 2006 compared to $36,255 for the prior comparative period. The increase in the amount of $8,102 was mainly attributed to the additional rental space available to tenants.
Total general and administrative expenses for the three months ended June 30, 2006 remained relativity constant from $54,304 in 2006 compared to $44,013 in 2005. Officer and employee compensation showed an increase from 2005, which was $54,391 compared to $62,448 in 2006. The increase was largely due to increased stock compensation based on the Company adopting SFAS 123R during 2006. (See Note 1 in the financial statements)
Interest expense for the three months ended June 30, 2006 was $59,588 in 2006 compared to $64,789 in 2005 which is consistent.
Net loss increased from a loss of $188,780 for the three months ended June 30, 2005 to a loss of $194,535 for the three months ended June 30, 2006, an increase of $5,755.
The Company received $482,330 from the sale of S-8 registered shares of common stock in the six month period in 2006 compared to $214,520 in the same period in 2005.
The Company issued 11,860,000 shares of S-8 registered shares of common stock in 2006 compared to 3,784,286 shares of common stock in 2005.
On March 23, 2006, a preferred shareholder converted 1,240,000 of their shares to 12,400,000 of common shares. (See Note 13 of the 2005 annual 10-KSB filing)
On June 22, 2006, the Company issued 2,857,000 shares of common stock, at the request of the debtor, in consideration for a payment in the amount of $10,000 on its Debenture payable-Sunset building.
Management believes that it is moving toward profitability. We plan to attain profitability and meet cash flow needs going forward as follows:
1. We are seeking additional investors in the Kingman, Arizona “Valle Vista” project through the form of land option payments.
2. We are actively seeking financing through additional debt.
3. We are seeking to control overall operating expenses while increasing our gross revenue on our daily operations.
4. On March 31, 2006, the Company executed a $1,000,000 note receivable from the sale of 100 lots in Kingman, Arizona which should bring over $6,800 a month into operations. (See Note 3 to the financial statements)
LIQUIDITY AND CAPITAL RESOURCES
The change in position of cash, current liabilities and current receivables consist of the following:
June 30, 2006 | December 31, 2005 | Difference | Percent | ||||||||||
Cash | $ | 2,348 | $ | 63,158 | $ | (60,810 | ) | -96 | % | ||||
Current liabilities | $ | 4,491,555 | $ | 4,745,091 | $ | (253,536 | ) | -5 | % | ||||
Current receivables, net | $ | 18,461 | $ | 4,938 | $ | 13,523 | 274 | % | |||||
Note receivable | $ | 153,000 | $ | - | $ | 153,000 | 100 | % |
Total cash at the end of the period decreased in the amount of $60,810. The balance of cash at the end of the prior period of December 31, 2005, is largely attributable from the proceeds available from the sale of land options.
Cash was used to pay down payables in the first quarter of 2006.
Our total amount of current liabilities has remained relatively constant as noted by a 6% reduction, as we maximize our available cash resources for daily operating expenditures.
As of June 30, 2006, the Company does not have sufficient cash to meet the projected needs for the next twelve months and will therefore needs to raise additional capital. The Company expects to raise such cash needs by additional borrowing, the sale of the Company's common and/or preferred stock, and the sale of selected parcels in its Arizona development project.
The Company expects to spend $18,000 in additional research and development funds on its R-E Info website, with the site fully operational by the end of 2007.
The Company owns 896 residential lots in Arizona, which are planned for development in 2007. The project “Valle Vista” is a master planned community with over 1,600 homes available as affordable senior citizen housing.
The Company has an option to acquire two adjacent lots to its office building in Las Vegas, Nevada. The project: “Global Links Corp Center” is expected to require $500,000 for the first phase, and the Company anticipates raising the required funds through additional borrowing and/or equity financing in 2006. Closing on these properties is expected to take place on or before December 31, 2006. As of June 30, 2006 the Company has an investment of $441,249, consisting of $350,000 in option deposit and $91,249 of option payments for the future project.
The Company received a copyright for "The Domain" on April 13, 2005. “The Domain” project is independent of the Kingman, Arizona project. The Company plans to break ground on the first phase of this project in 2007. "The Domain", is a futuristic living environment. "The Domain” is different from most building concepts as it utilizes a rather small footprint to offer a large amount of usable living space. The footprint is approximately 4,000 square feet, which includes a 2-story 2,400 square foot living environment, as well as 1,600 square feet of private patio and yard space. "The Domain" is surrounded by 8 feet concrete walls that provide for privacy and security. The project is planned to be built in an attached townhouse fashion, with 8 units in each cluster of buildings. The Company is currently in the development phase and negotiating on several parcels of real estate throughout the Las Vegas area, which will determine the start date for implementation of this project.
The Company does not have any off-balance sheet arrangement or contractual obligations that are likely to have or are reasonably likely to have a material current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that have not been disclosed in the Company's financial statements.
Forward Looking Statements
In connection with, and because it desires to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the Company cautions readers regarding certain forward looking statements in the proceeding discussion and elsewhere in this report and in any other statement made by, or on the behalf of the Company, whether or not in future filings with the Securities and Exchange Commission. Forward looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company's control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on behalf of, the Company. The Company disclaims any obligation to update forward looking statements.
ITEM 3. | CONTROLS AND PROCEDURES |
Evaluation of disclosure controls and procedures.
Our chief executive officer and chief financial officer has reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934 (the "Exchange Act"), as of a date within ninety days before the filing of this quarterly report. Based on that evaluation, the chief executive officer and chief financial officer has concluded that our current disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported in the Commission's rules and forms.
Changes in internal controls.
The Company has hired an outside CPA with current knowledge of Generally Accepted Accounting Principles (“GAAP”) to further aid in the higher level GAAP issues, as well as drafting public filings. There were no significant deficiencies or material weakness in the internal controls, and therefore no corrective actions were taken.
PART II. OTHER INFORMATION
ITEM 1. | LEGAL PROCEEDINGS |
As of the date of this report, First American Title has filed suit against the Company claiming failure to pay contractual obligations for the Company's R-E Info Project. A default judgment was entered by the County of Orange in California against the Company for breach of contract. The judgment is not practicable due to the fact that the Company is a Nevada corporation. The plaintiff has yet to file in Nevada. The Company anticipates that R-E Info will be re-launched by year end 2007.
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
a) NONE
b) NONE
c) NONE
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES: - NONE |
ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS: - NONE |
ITEM 5. | OTHER INFORMATION - NONE |
ITEM 6. | EXHIBITS AND REPORTS ON FORM 8-K |
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
GLOBAL LINKS CORP.
Date: August 21, 2006
By: | /s/ Frank J. Dobrucki | |
Frank J. Dobrucki, | ||
President, and CEO |
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