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, 2005
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 of (IRS Employer
incorporation or organization) Identification No.)
3571 East Sunset Road,
Las Vegas, Nevada
(Address of principal executive offices)
89120
(Zip Code)
(702) 436-7007
---------------
(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 [ ].
--- ---
The number of shares of the registrant's issued and outstanding stock as of
April 30, 2005, was 4,428,362 shares of common, 15,000,000 shares of series B
preferred stock.
1
PART I
ITEM 1. FINANCIAL STATEMENTS.
The unaudited consolidated financial statements for the Global Links Corp.
and its wholly owned subsidiaries, Capitol Group Holdings Corp. and Global Links
Construction Corp. for the three month period ended March 31, 2005, are
attached hereto.
2
GLOBAL LINKS CORP.
(A Development Stage Enterprise)
CONSOLIDATED BALANCE SHEET
ASSETS
------
March 31, 2005
(Unaudited)
-----------------
CURRENT ASSETS
Cash. . . . . . . . . . . . . . . . . . . . . . . $ 29,623
Deposits. . . . . . . . . . . . . . . . . . . . . 11,335
------------
Total Current Assets . . . . . . . . . . . . . . . . 40,958
------------
PROPERTY AND EQUIPMENT
Land. . . . . . . . . . . . . . . . . . . . . . . 541,705
Buildings, (net of depreciation of 29,349). . . . 1,623,670
Furniture, Computers & Fixtures (net of
depreciation of $8,542). . . . . . . . . . . . 52,864
------------
Total Property and Equipment . . . . . . . . . 2,218,239
------------
OTHER ASSETS
Land held for development (see Note 2). . . . . . 3,736,000
------------
3,763,000
------------
Total Assets . . . . . . . . . . . . . . . . . $ 6,022,197
============
Liabilities and Shareholders' Equity
CURRENT LIABILITIES
Accounts payable. . . . . . . . . . . . . . . . . $ 203,776
Payable to and loans from officer . . . . . . . . 7,452
Property taxes payable. . . . . . . . . . . . . . 3,861,000
Current portion of loans payable. . . . . . . . . 382,339
Unearned revenues . . . . . . . . . . . . . . . . 50,000
Accrued interest on loans and notes . . . . . . . 54,480
------------
Total Current Liabilities. . . . . . . . . . . . . . 4,559,048
LONG TERM DEBT
Notes payable . . . . . . . . . . . . . . . . . . 1,259,722
Rent deposits . . . . . . . . . . . . . . . . . . 5,000
------------
Total Long Term Debt . . . . . . . . . . . . . . . . 1,264,722
------------
Total Liabilities. . . . . . . . . . . . . . . . . . 5,823,769
------------
STOCKHOLDERS' EQUITY
Common Stock Par value $0.0001 (5,428,571 shares
authorized, 4,028,362 issued
and outstanding).(see note 4) . . . . . . . . . 403
Preferred Stock, Series B 100,000,000 shares
authorized, 15,000,000 outstanding
(see note 5) . . . . . . . . . . . .. . . . . . 15,000
Additional paid-in capital. . . . . . . . . . . . 3,293,723
Stock subscriptions receivable. . . . . . . . . . (31,470)
Retained Deficit - accumulated during
development stage. . . . . . . . . . . . . . . (3,079,227)
------------
Total Stockholders' Equity. . . . . . . . . . . . 198,428
------------
Total Liabilities and
Stockholders' Equity . . . . . . . . . $ 6,022,197
============
See accompanying notes to financial statements
3
GLOBAL LINKS CORP.
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
Inception
Three Months Three Months March 28, 2002
Ended Ended Thru
March 31, 2005 March 31, 2004 March 31, 2005
------------------ ----------------- ------------------
REVENUES
Consulting fees. . . . . . . . . . . . . . . $ - $ - $ 100,000
Rental income. . . . . . . . . . . . . . . . 36,255 - 49,030
RE-Info fees . . . . . . . . . . . . . . . . - - 408
--------------- --------------- ---------------
Total Revenues. . . . . . . . . . . . . . 36,255 - 149,348
--------------- --------------- ---------------
Cost of goods sold
Cost of RE-Info information. . . . . . . . . - - 125,000
--------------- --------------- ---------------
Gross profit. . . . . . . . . . . . . . . . . . 36,255 - 24,438
EXPENSES
General and administrative . . . . . . . . . 39,797 274,142 813,495
Officer compensation . . . . . . . . . . . . 29,000 12,627 223,992
Salaries and wages . . . . . . . . . . . . . 55,799 - 420,474
Consulting fees. . . . . . . . . . . . . . . 38,450 196,015 1,636,507
Loan interest. . . . . . . . . . . . . . . . 33,211 3,000 136,178
Depreciation and amortization. . . . . . . . 21,116 356 37,891
Audit fees . . . . . . . . . . . . . . . . . 27,079 1,000 28,079
--------------- --------------- ---------------
Total Expenses. . . . . . . . . . . . . . 244,452 487,140 3,421,616
--------------- --------------- ---------------
OTHER INCOME
Interest income. . . . . . . . . . . . . . . 10 36 114
--------------- --------------- ---------------
Net (Loss) before Discontinued Operations . . . $ (208,187) $ (487,104) $ (3,397,064)
Income (loss) from discontinued operations
Net of Taxes . . . . . . . . . . . . . . - (3,124) (116,071)
Gain on sale of assets . . . . . . . . . . . . - - 433,908
--------------- --------------- ---------------
Net (Loss). . . . . . . . . . . . . . . . . . . $ (208,187) $ (490,228) $ (3,079,227)
=============== =============== ===============
Net Income (loss) per
Common Share, basic and diluted . . . . . . $ ( 0.084) $ (879.80) $ (14.06)
=============== =============== ===============
Weighted Average number of Common
Shares outstanding, basic and diluted
adjusted for previous splits. . . . . . . . . 2,477,151 557 218,950
=============== =============== ===============
See accompanying notes to financial statements
4
GLOBAL LINKS CORP.
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Inception
Three Months Three Months March 28, 2002
Ended Ended Thru
March 31, 2005 March 31, 2004 March 31, 2005
------------------ ----------------- ------------------
OPERATING ACTIVITIES
- ----------------------------------
Net (Loss) . . . . . . . . . . . . . . . . . . . $ (208,187) $ (490,228) $ (3,079,228)
Adjustments to reconcile Net Loss to Cash
provided (used) by operating activities:
Depreciation and Amortization . . . . . . . . 21,116 356 37,889
(Gain) on sale of subsidiary. . . . . . . . . - - (433,908)
Consulting and legal fees paid via stock. . . 22,850 140,000 1,040,240
Employee stock incentive. . . . . . . . . . . 16,657 - 300,861
Changes in operating assets and liabilities:
(Increase) decrease in prepaid expenses . . . 243 - -
Increase (decrease) in accounts payable . . . 14,439 (18,733) 203,777
(Decrease) increase in unearned revenue . . . - - 50,000
(Decrease) increase in rent deposits. . . . . - - 5,000
(Increase) decrease in deposits . . . . . . . (9,335) - (11,335)
(Decrease) increase in accrued liabilities. . 10,733 8,000 452,480
(Decrease) increase in liabilities of
subsidiary sold . . . . . . . . . . . . - - 135,790
(Increase) decrease in assets of
discontinued operations . . . . . . . . . - 456 (539)
Increase (decrease) in liabilities of
Discontinued operations . . . . . . . . . - 2,578 263,658
--------------- --------------- ---------------
Net cash provided (used) by Operating Activities (131,484) (357,571) (1,035,316)
--------------- --------------- ---------------
INVESTMENT ACTIVAITIES
- --------------------------------------
Cash paid for Property, plant and Equipment . (21,478) (100,000) (714,721)
Proceeds from sale of subsidiary. . . . . . . - - 35,000
--------------- --------------- ---------------
Net cash (used) by Investment activities . . . . (21,478) (100,000) (679,721)
--------------- --------------- ---------------
FINANCING ACTIVITIES
- ---------------------------------
Cash proceeds from debt . . . . . . . . . . . 41,000 - 181,000
Cash paid to reduce debt. . . . . . . . . . . (3,699) - (18,939)
Officer compensation paid via stock . . . . . - - 37,540
Cash proceeds from sale of common stock . . . 140,945 1,111,176 1,533,006
(Decrease) increase in payable to/loan
from officer. . . . . . . . . . . . . . . - (36,273) 12,052
--------------- --------------- ---------------
Net cash provided by Financing Activities. . . . 178,246 1,074,903 1,744,659
--------------- --------------- ---------------
Increase (decrease) in Cash. . . . . . . . . . . 25,284 617,332) 29,623
Cash at Beginning of Period. . . . . . . . . . . 4,339 1,213 -
--------------- --------------- ---------------
Cash at End of Period. . . . . . . . . . . . . . $ 29,623 $ 618,545 $ 29,623
=============== =============== ===============
SUPPLEMENTAL DISCLOSURES
Cash payment for interest . . . . . . . . . . $ 27,477 $ - $ 80,590
=============== =============== ===============
Cash payment for income taxes . . . . . . . . $ - $ - $ -
=============== =============== ===============
Common stock issued in payment of payable to/
loan from officer. . . . . . . . . . . . . $ 4,600 $ - $ 4,600
=============== =============== ===============
See accompanying notes to financial statements
5
GLOBAL LINKS CORP.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
March 31, 2005
NOTE 1 - Basis of Presentation
------------------------
The accompanying consolidated balance sheet of Global Links Corp. the "Company",
and its wholly owned subsidiaries, Capitol Group Holdings Corp. and Global Links
Construction Corp. (A Development Stage Enterprise) at March 31, 2005, and the
consolidated statements of operations for the three month periods ended March
31, 2005 and 2004 and the cumulative period during the development stage from
March 28, 2002 through March 31, 2005 and the statement of cash flows for the
three month periods ended March 31, 2005 and 2004 and the cumulative period
during the development stage through March 31, 2005, 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, 2004. Comparative numbers
for the three month period ended March 31, 2004, and the Inception to Date data
have been restated to include Capitol Group Holdings financial results as though
the acquisition/merger had taken place at the date of inception in the year
2002. Operations of the Company's wholly owned subsidiary, Global Links Card
Services, have been classified as Discontinued Operations due to its sale in
December, 2004. Operating results for the three month period ended March 31,
2005, are not necessarily indicative of the results that can be expected for the
year ending December 31, 2005.
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, 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 are expected to be
acquired by the Company at a later date.
6
Note 3 - Notes and Other Payables
In the quarter ended March 31, 2005, the Company incurred additional debt to two
Entities in the amount of $19,000 each. The debt is due upon demand without
interest.
NOTE 4 - Common Stock
In January, 2005, the Company issued a stock registrations on form S-8
registering shares, for the Company's Non-Employee Directors and Consultants
Retainer Stock Plan, and for the Company's Employee Stock Incentive Plan. The
table below represents the number of shares issued, dollar value of those
shares, and the registered shares remaining at March 31, 2005, after adjustment
for the 1-for-350 reverse stock split effected on February 1, 2005.
Quarter ended Non-employee Directors
and Consultants Employees
Number of Number of
Number of remaining Shares Number of Remaining shares
March 31 Shares Dollars Registered Shares Dollars Registered
- ----------- ---------- ------------ -------------- ------------ ----------- --------------
2005 1,017,143 $ 27,450 75,550,000 1,977,143 $ 166,571 304,480,000
============ ============ ============= ============ =========== ==============
The table below represents the number of shares and dollar value of shares
issued for cash and for services:
Non-employee Directors
and Consultants Employees
Quarter Number of Number of
March 31, 2005 Shares Dollars Shares Dollars
- -------------------------- ---------- ------------ ------------ -----------
Issued for cash under ESOP - $ - 1,977,143 $ 140,945
Bonus portion of ESOPO - - - 16,657
Shares issued for Services 1,017,143 27,450 - -
------------ ------------ ------------- ------------
1,017,143 $ 27,450 1,977,143 $ 166,571
============ ============ ============= ============
7
Note 5 - Preferred Stock
There are currently 15,000,000 shares of Series B Preferred Stock of the Company
Outstanding. Amongst other rights, each holder of Series B Preferred Stock are
entitled to twenty (20) common stock equivalent 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 shareholders meeting of the Company.
In the Quarter ended March 31, 2005, the Company established two additional
series of preferred stock, Series D and Series E. In addition, the Company has
reserved a Series C which has not been defined as of the date of this report.
The Series D preferred stock, authorized for 5,000,000 shares, has the following
rights and preferences:
Series D Stock and Common Stock Liquidation Amount: $0.001/per share
Designation:
5,000,000 shares
Dividends: Due each year on January 31, equal to 6% of the indebtedness
represented by the Preferred "D" stock outstanding, in addition, in
the same manner as any declared for Common Stock.
Voting Power: The Preferred "D" stockholders have no voting rights on
any matter submitted to the shareholders of the Company.
Voluntary: may be converted into shares of fully paid and
nonassessable shares of Common Stock on the basis of 50% of the
established price of Common Stock divided by $0.10 times the number of
shares of Preferred "D" held
Extraordinary Common Stock Events: Conversion rate to be adjusted by any
split of the Company's Common stock.
Fractional Shares: none shall be issued
Partial Conversion: allowed
Reservation of Common Stock: Company shall keep available out of its
authorized but unissued shares of Common Stock such shares necessary
for effecting the conversion of the shares of Preferred "D",
sufficient to effect the conversion of all outstanding shares of
Preferred "D"
The Series E stock authorized for 20,000,000shares, has the following rights and
preferences:
Series E Stock and Common Stock Liquidation Amount: $0.001/per share
Designation:
20,000,000 shares
Dividends: Due each year on January 31, equal to 6% of the indebtedness
represented by the Preferred "E" stock outstanding, in addition, in
the same manner as any declared for Common Stock.
Voting Power: The Preferred "E" stockholders have no voting rights on
any matter submitted to the shareholders of the Company.
Voluntary: may be converted into shares of fully paid and
nonassessable shares of Common Stock on the basis of 80% of the
established price of Common Stock divided by $0.10 times the number of
shares of Preferred "E" held
Extraordinary Common Stock Events: Conversion rate to be adjusted by any
split of the Company's Common stock.
Fractional Shares: none shall be issued
Partial Conversion: allowed
Reservation of Common Stock: Company shall keep available out of its
authorized but unissued shares of Common Stock such shares necessary
for effecting the conversion of the shares of Preferred "E",
sufficient to effect the conversion of all outstanding shares of
Preferred "E"
No shares of the Series D or E preferred stock have been issued as of the date
of this report.
8
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 are 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.
Note 7 - Commitments and Contingencies
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.net project. The Company expects to settle the suit by payment of an
amount not in excess of $100,000 which amount has been accrued as a current
payable 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. If the Company is required to
eventually pay this $75,000 for the Quarter ended March 31, 2005, the Net effect
of the additional payment would be as follows:
Net loss as reported $ (208,187)
Additional cost of R-E-Info information 75,000
-----------
Net loss adjusted for additional costs $ (283,187)
===========
Net loss per common share $ (0.114)
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.
9
For the three month period ended March 31, 2004, the Company recorded $36,255 in
rental income, and $10 in interest income. There were no rental revenues
recorded, and $36 in interest income in the same period of 2004.
As of March 31, 2005, the Company does not have sufficient cash to meet
the projected needs for the next twelve months and will therefore need
to raise additional capital. The Company expects to raise such cash needs
by additional barrowing and the sale of the Company's common and/or preferred
stock.
The Company expects to spend $60,000.00 in additional research and development
funds on its R-E-info.net website, with the site fully operational in the third
quarter of 2005.
The Company anticipates completion of a real estate acquisition project in Utah
within the second quarter of 2005. The Utah project is comprised of a Commercial
Office Building, several condos and single family homes. A few of the properties
are in excellent condition and can be sold immediately. The balance will undergo
a redevelopment to make them ready to be marketed for sale. All of the Utah
properties will be available for immediate sale.
The Company owns 1,000 residential lots in Arizona, which are planned for
development in 2005. The project is expected to require $3,000,000 to begin the
development. The company expects to raise the required financing through
additional borrowing and/or equity financing in 2005.
The Company has an option to acquire two adjacent lots to its office building in
Las Vegas, Nevada. The project 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 2005. Closing on these properties is
expected to take place on or before May 15, 2005.
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.
The Company in the quarter ended March 31, 2005, filed for copyright protection
for "the Domain," 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' 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 negotiating on several parcels of real
estate, which will determine the start date for implementation of this
development project.
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.
10
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 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.
11
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.net project. The Company will offer to settle the lawsuit and proceed
with the original terms of the agreement as R-E-info.net is being rewritten and
modified. There is a tremendous amount of information that has to be delivered
in such a way to be useful and manageable. The Company anticipates that
R-E-info.net will be re-launched by mid-summer, 2005.
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 -
(a) Exhibits:
Exhibit
Number Description
- ------- -------------
4.3 i) RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS SERIES "D"
PREFERRED STOCK
4.4 ii) RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS SERIES "E"
PREFERRED STOCK
(b) Reports on Form 8-K:
i) On January 7, 2005, the Company filed a report on Form 8-K
reporting the sale of its wholly owned subsidiary, Global Links
Card Services, Inc.
ii) On February 2, 2005, the Company filed a report on Form 9-K
reporting: a) Notice of delisting or failure to satisfy a continued
listing rule or standard, b) Material modification to rights of
security holders (reverse stock split), and c) Change in
Registrant's certifying accountant.
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 18, 2005 By: /Frank Dobrucki
---------------------------
Frank Dobrucki,
President, and CEO,
12
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 18, 2005
/s/Frank Dobrucki
------------------
Frank Dobrucki
President
and Chief Executive Officer
(Principal Executive Officer)
13
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 18, 2005
/s/Frank Dobrucki
------------------
Frank Dobrucki
President
and Chief Executive Officer
(Principal Executive Officer)
14