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: March 31, 2004
Commission File Number: 0-29987
GLOBAL LINKS CORP.
(Exact name of small business issuer as specified in its charter)
Nevada 88-0106514
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4600 East Sunset Road, Suite 320
Henderson, Nevada
(Address of principal executive offices)
89014
(Zip Code)
(702) 436-7007
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(Issuer's Telephone Number)
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(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 [ ].
--- ---
The number of shares of the registrant's issued and outstanding stock as of May
10, 2004, was 134,572,799 shares of common, 8,835,000 shares of series B
preferred stock.
1
PART I
ITEM 1. FINANCIAL STATEMENTS.
The unaudited financial statements for the three month period
ended March 31, 2004, are attached hereto.
2
GLOBAL LINKS CORP.
(A Development Stage Enterprise)
BALANCE SHEET
ASSETS
------
March 31, 2004 Dec. 31, 2003
(Unaudited)
---------------- ------------------
CURRENT ASSETS
Cash. . . . . . . . . . . . . . . . . . . . . . . $ 618,578 1,703
Deposits. . . . . . . . . . . . . . . . . . . . . 102 102
Other receivables . . . . . . . . . . . . . . . . 64,685 -
------------ ----------
Total Current Assets . . . . . . . . . . . . . . . . 683,365 1,805
------------ ----------
PROPERTY AND EQUIPMENT
Fixed Assets (net of depreciation of
$2,780 and $1,000 - 5,628 5,984
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Total Property and Equipment . . . . . . . . . 5,628 5,984
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OTHER ASSETS . . . . . . . . . . . . . . . . . . . . - -
Land held for development (see Note 2). . . . . . 1,800,000 1,800,000
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1,800,000 1,800,000
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Total Assets . . . . . . . . . . . . . . . . . $ 2,488,993 $1,807,789
============ ==========
Liabilities and Shareholder Equity
CURRENT LIABILITIES
Accounts payable. . . . . . . . . . . . . . . . . $ 20,676 $ 39,313
Payable to officers . . . . . . . . . . . . . . . 228,124 226,241
Loan from officer . . . . . . . . . . . . . . . . 11,700 47,523
Other payables.(see note 3) . . . . . . . . . . . 850,000 850,000
Income taxes payable. . . . . . . . . . . . . . . - -
------------ ----------
Total Current Liabilities. . . . . . . . . . . . . . 1,1105003 1,163,077
OTHER LIABILITIES. . . . . . . . . . . . . . . . . . - -
------------ ----------
- -
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STOCKHOLDERS' EQUITY
Common Stock Par value $0.001 (500,000,000 shares
authorized, 104,572,799,and 37,972,799 issued
and outstanding).(see note 4) . . . . . . . . . 104,573 37,973
Preferred Stock, Series B 5,000,000 shares
Authorized, 3,335,000 and 0 outstanding
(see note 5) . . . . . . . . . . . .. . . . . . 8,835 3,335
Additional Paid-in Capital. . . . . . . . . . . . 3,986,558 2,913,676
Retained Deficit - accumulated during
Development Stage. . . . . . . . . . . . . . . (2,721,473) (2,310,272)
------------ ----------
Total Stockholders' Equity. . . . . . . . . . . . 1,378,493 644,712
------------ ----------
Total Liabilities and
Stockholders' Equity . . . . . . . . . $ 2,488,993 $1,807,789
============ ==========
See accompanying notes to financial statements
3
GLOBAL LINKS CORP.
(A Development Stage Enterprise)
STATEMENT OF OPERATIONS
(Unaudited)
Inception
three months Three Months December 31, 1992
Ended Ended Thru
March 31, 2004 March 31, 2003 March 31, 2004
(Restated see Note 1)
------------------ ----------------- ------------------
REVENUES
Consulting fees. . . . . . . . . . . . . . . $ - $ - $ 674,894
Sales. . . . . . . . . . . . . . . . . . . . - - 770,000
Card sales and transaction fees. . . . . . . 32 - 112
Commissions. . . . . . . . . . . . . . . . . - - 1,750
Interest Income. . . . . . . . . . . . . . . 36 - 3,800
--------------- --------------- ---------------
Total Revenues. . . . . . . . . . . . . . 68 - 1,450,556
EXPENSES
General and Administrative . . . . . . . . . 96,771 61,579 948,809
Officer Compensation . . . . . . . . . . . . 16,627 41,325 251,351
Consulting fees. . . . . . . . . . . . . . . 297,515 135,950 1,514,557
Allowance for Uncollectable Debt . . . . . . - - 160,937
Loss from write-down of software . . . . . . - - 538,492
Loss from write-down of notes receivable . . - - 406,067
Depreciation and Amortization. . . . . . . . 356 - 167,288
Loss from activities of NetBet . . . . . . . - - 184,528
--------------- --------------- ---------------
Total Expenses. . . . . . . . . . . . . . 411,269 238,854 4,172,029
--------------- --------------- ---------------
Net Pre-Tax Income (Loss) . . . . . . . . . . . $ (411,201) $ (238,854) $ (2,721,473)
Income Taxes . . . . . . . . . . . . . . . . - - -
--------------- --------------- ---------------
Net Income (Loss) After Taxes . . . . . . . . . $ (411,201) $ (238,854) $ (2,721,473)
=============== =============== ===============
Net Income (loss) per
Common Share, basic and diluted . . . . . . $ ( 0.006) $ (0.008) $ ( 0.085)
=============== =============== ===============
Weighted Average number of Common
Shares outstanding, basic and diluted
adjusted for previous splits and adjusted
for the acquisition of Capitol Group
Holding Corp. . . . . . . . . . . . . . . . . 68,557,414 30,628,593 32,129,410
=============== =============== ===============
See accompanying notes to financial statements
4
GLOBAL LINKS CORP.
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
(Unaudited)
Inception
three Months three Months Dec 31, 1992
Ended Ended Thru
March 31, 2004 March 31, 2003 March 31, 2004
(Restated see Note 1)
------------------ ----------------- ------------------
OPERATING ACTIVITIES
- ----------------------------------
Net Income (Loss). . . . . . . . . . . . . . . . $ (411,201) $ (238,854) ($2,721,473)
Adjustments to reconcile Net Loss to Cash
provided (used) by operating activities:
Depreciation and Amortization . . . . . . . . 356 - 143,742
Loss on disposal of office Furniture & Equip. - - 15,972
Loss on write-off of software for license . . - - 538,492
loss on cancellation of notes receivable. . . - - 406,067
Common stock issued for services. . . . . . . 140,000 145,450 973,288
Preferred stock issued for services . . . . . 1,500 - 1,500
Changes in operating assets and liabilities:
Increase (decrease) in Accounts Payable . . . (18,637) 3,029 20,675
Increase (decrease) in Payable to officers. . 1,883 - 228,124
(Increase) decrease in Receivable from
Software License Sales . . . . . . . . . . - - (406,067)
(Increase) decrease in Other Receivables. . . (64,685) - (64,685)
(Increase) decrease in Deposits . . . . . . . - - (102)
Increase (decrease) in Deferred Taxes . . . . - - -
--------------- --------------- ---------------
Net cash provided by Operating Activities. . . . (350,783) (17,125) (894,466)
--------------- --------------- ---------------
INVESTMENT ACTIVAITIES
- --------------------------------------
Decrease (increase) in Property and
Equipment. . . . . . . . . . . . . . . . . - - (44,726)
Decrease (increase) in land held for Devel. . - (1,800,000)
Decrease (increase) in Software for
License. . . . . . . . . . . . . . . . . . - - (661,618)
Decrease (increase) in Organization Costs . . - - (1,190)
--------------- --------------- ---------------
Net cash (used) by Investment activities . . . . - (2,507,534)
--------------- --------------- ---------------
FINANCING ACTIVITIES
- ---------------------------------
Disposal of Office Furniture & Equip. . . . . - - 3,700
Payable assumed for land purchase . . . . . . - 850,000
Increase (decrease) in Preferred stock. . . . 4,000 - 4,325
Increase (decrease) in Common stock . . . . . 999,482 - 3,131,866
Increase in Cash loans from officers. . . . . (35,823) 16,800 30,688
--------------- --------------- ---------------
Net cash provided by Financing Activities. . . . 967,659 16,800 4,020,579
--------------- --------------- ---------------
Increase (decrease) in Cash. . . . . . . . . . . 616,875 (325) 618,578
Cash at Beginning of Period. . . . . . . . . . . 1,703 325 -
--------------- --------------- ---------------
Cash at End of Period. . . . . . . . . . . . . . $ 618,578 $ - $ 618,578
=============== =============== ===============
See accompanying notes to financial statements
5
GLOBAL LINKS CORP.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
March 31, 2004
NOTE 1 - Basis of Presentation
------------------------
The accompanying consolidated balance sheet of Global Links Corp. (A Development
Stage Company) at March 31, 2004, and the consolidated statements of operations
for the three month periods ended March 31, 2004 and 2003 and the cumulative
period during the development stage from December 31, 1992 through March 31,
2004 and the statement of cash flows for three month periods ended March 31,
2004 and 2003 and the cumulative period during the development stage through
March 31, 2004, have been prepared by the Company's management and they do not
include all information of the financial position, results of operations, and
cash flows in conformity with generally accepted accounting principles. 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, 2003. Comparative numbers for the three month period
ended March 31, 2003, and the Inception to date data have been restated to
include Capitol Group Holdings financial results as though the
acquisition/merger had taken place in the beginning of the year 2002.
Operating results for the three month period ended March 31, 2004, are not
necessarily indicative of the results that can be expected for the year ending
December 31, 2004.
Note 2 - 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, 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 are expected to be acquired by the Company at a
later date.
Note 3 - Other Payables
As a part of the acquisition of undeveloped lots in Arizona, the Company assumed
a liability to Mojave County, AZ for $650,000 related to unpaid property taxes
on the lots, and assumed a mortgage to the seller in the amount of $200,000.
The Company is currently negotiating a private placement stock transaction to
pay off all debt and begin development of the project.
NOTE 4 - Common Stock
On March 25,2003, the Company filed a registration statement on form S-8
registering shares to be used to compensate various consultants to the Company
for services, advise and assistance in the operation and business of the
Company. By March 31, 2004 the company had issued 92,485,000 of these shares to
various consultants, for their services. In this same registration statement,
the Company registered 5,000,000 shares to be purchased by employees of the
Company, all of which had been issued by March 31, 2004. On or about January 28,
2004, the Company filed a registration statement of form S-8 registering
additional shares to be used to compensate various consultants to the Company
for services, advise and assistance in the operation and business of the
Company. In addition, in this same registration, the Company registered shares
underlying options for employees of the Company to purchase common shares of the
Company. At March 31, 2004 56,000,000 of these shares had been purchased by
employees of the Company.
6
Note 5 - Preferred Stock
There are currently 8,835,000 shares of Series B Preferred Stock of the Company
outstanding. Amongst other rights, Each holder of Series B Preferred Stock are
be entitled to twenty (20) votes for each share of Series B Stock held at the
record date for the determination of stockholders entitled to vote on any matter
at any meeting of the Company's stock holders.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATIONS
The following discussion should be read in conjunction with the Financial
Statements and notes thereto included herein.
THIS QUARTERLY REPORT ON FORM 10-QSB CONTAINS STATEMENTS WHICH CONSTITUTE
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED. DISCUSSION CONTAINING SUCH FORWARD-LOOKING
STATEMENTS MAY BE FOUND IN THE MATERIAL SET FORTH BELOW AND UNDER "BUSINESS," AS
WELL AS WITHIN THE ANNUAL REPORT GENERALLY. IN ADDITION, WHEN USED IN THIS
ANNUAL REPORT, THE WORDS "BELIEVES," "ANTICIPATES," "EXPECTS," "PLANS,"
"INTENDS" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING
STATEMENTS. FORWARD-LOOKING STATEMENTS AND STATEMENTS OF EXPECTATIONS, PLANS AND
INTENT ARE SUBJECT TO A NUMBER OF RISKS AND UNCERTAINTIES. ACTUAL RESULTS IN THE
FUTURE COULD DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING
STATEMENTS, AS A RESULT, AMONG OTHER THINGS, OF CHANGES IN TECHNOLOGY, CUSTOMER
REQUIREMENTS AND NEEDS. WE UNDERTAKE NO OBLIGATION TO RELEASE PUBLICLY THE
RESULTS OF ANY REVISIONS TO THESE FORWARD-LOOKING STATEMENTS THAT MAY BE MADE TO
REFLECT ANY FUTURE EVENTS OR CIRCUMSTANCES.
Because the Company lacks capital, an investment in it involves a very high
degree of.risk.
For the three month period ended March 31, 2004, the Company recorded $32 in
transaction fees and commissions from issued stored value cards, and $36 in
interest income. There were no revenues recorded in the same period of 2003.
In April, 2003, the Company entered into a triangular merger, effective June 30,
2003 to acquire Capitol Group Holdings Corporation, whose main asset is a real
estate holding in Kingman, Arizona of 1,000 residential lots which have been
designated for an energy-efficient, affordable senior housing project (the
"Acquisition"). The Company intends to use the assets acquired in the
Acquisition to expand its core business and product offerings.
The Company does not have any off-balance sheet arrangements 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
following 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.
7
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 have 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 within the time periods specified in the
Commission's rules and forms.
Changes in internal controls.
There have not been any significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation. There were no significant deficiencies or material weakness in
the internal controls, and therefore no corrective actions were taken.
8
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS - NONE
ITEM 2. CHANGES IN SECURITIES
a) None
b) NONE
c) During the quarter ended March 31, 2004 there were no unregistered
shares of the Company's common stock issued. During the quarter ended March 31,
2004, 5,500,000 shares of the Company's Series B preferred stock were issued to
individuals as compensation for services. There being no market for the stock,
the stock was valued at its par value of $0.001 per share. The shares were
authorized for issue on December 22, 2003 however physical issuance was
completed in January, 2004. The Series B preferred stock is convertible at any
time to common stock of the Company at ten shares of common stock for each 1
share of preferred stock. The shares are exempt from registration under Section
4(2) of the Securities Act of 1933.
d) None
e) 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 -
(a) Exhibits None
(b) Reports on Form 8-K: None
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: May 13, 2004 By: /Frank Dobrucki
---------------------------
Frank Dobrucki,
President, and CEO,
9
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATIONS
I, Frank Dobrucki, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Global Links Corp.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
d) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
e) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 13, 2004
/s/Frank Dobrucki
------------------
Frank Dobrucki
President
and Chief Executive Officer
(Principal Executive Officer)
10
CERTIFICATION PURSUANT TO
18 U.S.C.SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Frank Dobrucki, Chief Executive Officer for Global Links Corp. certify that:
1. I have reviewed the quarterly report on Form 10-QSB of Global Links Corp.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.
Dated May 13, 2004
/s/Frank Dobrucki
------------------
Frank Dobrucki
President
and Chief Executive Officer
(Principal Executive Officer)
11