Mail Stop 4561
September 1, 2005
Mr. Frank J. Dobrucki
Chief Executive Officer
Global Links Corp.
3571 East Sunset Road
Las Vegas, NV 89120
Re: Global Links Corp.
Form 10-KSB for Fiscal Year Ended December 31, 2004
Form 10-QSB for Fiscal Quarter Ended March 31, 2005
Form 10-QSB for Fiscal Quarter Ended June 30, 2005
File No. 0-29987
Dear Mr. Dobrucki:
We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-KSB/A for the Fiscal Year Ended December 31, 2004
Report of Independent Registered Accounting Firm
1. Please have your accountant signed her report. Refer to Rule
2-
02(a)(1) of Regulation S-X.
2. Please have your accountant clarify the scope and opinion of
her
audit report to address the following comments:
* We note that the scope of the audit covered the 2003 balance
sheet
but the opinion only covered the 2004 financial statements.
* It is unclear whether the reference to "...the period then
ended..." means the years ended December 31, 2004 and 2003.
* The inception date of the company as disclosed in the first
paragraph is inconsistent with the cumulative financial
information
reported on the financial statements.
Note 2 - Summary of Significant Accounting Policies
3. Please explain to us your accounting policy for acquisition,
development and construction costs associated with your real
estate
projects and how your policy complies with SFAS 67. Also, tell us
how
you considered the disclosure requirements of APB 22 relating to
this
accounting policy.
Note 3 Going Concern
4. Please, disclose in detail your viable plan to overcome the
company`s financial difficulties. Accompany this disclosure with
a
representation from management that this plan is reasonably
capable
of removing the threat to the continuation of the business during
the
twelve-month period following the most recent balance sheet
presented. This disclosure should be included as an integral part
of
both management`s plan of operations and the notes to the
financial
statements. See Section 607.02 of Financial Reporting
Codification.
Note 4 - Business Developments
5. With respect the merger with Capitol Group Holdings, Corp.,
please
explain to us the basis for the value assigned to the assets
"acquired" and liabilities "assumed" and refer us to the
accounting
literature that supports this accounting treatment.
6. We note your disclosure of the gain on sale of Global Links
Card
Services for approximately $433,908. In addition, you disclose
that
you received cash proceeds of $35,000 and the purchaser assumed a
liability of $292,837. Please reconcile the recognized gain to
the
amounts disclosed in your financial statements including a
description of the remaining portion of the gain that is not
disclosed.
Item 8 Changes in and Disagreements with Accountants
7. We note that you previously received a comment letter from
Louise
Dorsey, dated February 2, 2005 regarding your use of an accountant
that was not registered with the PCAOB. As previously requested,
please amend your 2004 10-QSB`s to label the columns of the
financial
statements as "Not Reviewed". Please have your new registered
accountant re-review the interim financial statements in your
March
31, June 30 and September 30, 2004 Forms 10-QSB and amend these
reports once the reviews are completed to delete reference to the
financial statements as "Not Reviewed". Alternatively, file
review
reports issued by your new registered accountant in the amended
Forms
10-QSB.
Item 8a Controls and Procedures
8. We note your evaluation of your disclosure controls and
procedures
is for the year 2003. Please revise to disclose your evaluation of
your disclosure controls and procedures relating to 2004.
As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
You may contact Thomas Flinn, Staff Accountant, at (202)
551-
3469 or the undersigned at (202) 551-3414 if you have questions.
Sincerely,
Jorge Bonilla
Senior Staff Accountant
Mr. Frank J. Dobrucki
Global Links Corp.
September 1, 2005
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