UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 14, 2005
GLOBAL LINKS CORP.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
000-29987 88-0106514
(Commission File Number) (IRS Employer Identification No.)
3571 EAST SUNSET ROAD, LAS VEGAS, NEVADA 89120
(principal executive offices) (Zip Code)
(702) 436-7007
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
ITEM 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE
OR STANDARD, TRANSFER OF LISTING.
Effective January 14, 2005, an "E" was appended to Global Links Corp.'s
(the "Registrant") trading symbol as a result of the Registrant's non-compliance
with Section 102 of the Sarbanes-Oxley Act. Section 102 of the Sarbanes-Oxley
Act mandates that every public company's accounting firm be registered with the
Public Company Accounting Oversight Board ("PCAOB"). In the course of a random
audit, it was discovered that the Registrant's former accountant was not
registered with the PCAOB. Consequently, the Registrant dismissed its former
accountant and retained the firm of Lynda R. Keeton CPA, LLC to serve as the
Registrant's new auditor, as described more fully in Item 4.01 of this Current
Report.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
Effective February 1, 2005, the Registrant implemented a one for 350
reverse split of its authorized, issued and outstanding shares of common stock.
The number of authorized and outstanding shares of the Registrant's common stock
has been reduced in accordance with the one for 350 split ratio to 5,428, 571
and 1,158,064, respectively, following the February 1, 2005 reverse split.
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On February 1, 2005, the Registrant dismissed its independent auditor,
William E. Costello CPA, certified public accountant ("Costello"), because
Costello was not registered with the PCAOB.
Costello's reports on the Registrant's financial statements for the fiscal
years ended December 31, 2002 and 2003 did not contain an adverse opinion or a
disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope, or accounting principles, except that Costello's reports on the
Registrant's financial statements for the fiscal years ended December 31, 2003
and 2004 expressed doubt about the Company's ability to continue as a "going
concern."
The decision to dismiss Costello was recommended by the Registrant's Board
of Directors.
During the two most recent fiscal years and any subsequent interim period
through February 1, 2005 there have not been any disagreements between the
Registrant and Costello on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Costello, would have
caused him to make reference to the subject matter of the disagreements in
connection with his reports on the Registrant's financial statements for such
periods.
On February 1, 2005, the Registrant engaged Lynda R. Keeton CPA, LLC
("Keeton") as the Registrant's independent accountants to report on the
Registrant's balance sheet as of December 31, 2004, and the related combined
statements of income, stockholders' equity and cash flows for the years then
ended. The decision to appoint Keeton was approved by the Registrant's Board of
Directors.
During the Registrant's two most recent fiscal years and any subsequent
interim period prior to the engagement of Keeton, neither the Registrant nor
anyone on the Registrant's behalf consulted with Keeton regarding either (i) the
application of accounting principles to a specified transaction, either
contemplated or proposed, or the type of audit opinion that might be rendered on
the Registrant's financial statements or (ii) any matter that was either the
subject of a "disagreement" or a "reportable event."
The Registrant has provided the former accountants with a copy of this
Report before its filing with the Commission. The Registrant has requested the
former accountants to furnish the Registrant with a letter addressed to the
Commission stating whether it agrees with the statements made by the Registrant
in this Report and, if not, stating the respects in which they do not agree. A
copy of the former accountant's letter is attached as an exhibit to this Report.
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Item 9.01. Financial Statements and Exhibits.
The following exhibit is filed herewith:
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
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16.1 Letter from William E. Costello regarding disclosures made in
this Current Report.
SIGNATURES
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 hereunto duly authorized.
Date: February 1, 2005 GLOBAL LINKS CORP.
By /s/ Frank J. Dobrucki
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Frank J. Dobrucki, President
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