-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EoNhxF4by1faTQ1m0t/2bCogfeaq3EJN78T5tQUq3ce55xtVguTyBtwVbH0Sx6dF eQdEsq6YnPU9TYYdtnJ4/A== 0000949728-05-000018.txt : 20050523 0000949728-05-000018.hdr.sgml : 20050523 20050523143447 ACCESSION NUMBER: 0000949728-05-000018 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050331 FILED AS OF DATE: 20050523 DATE AS OF CHANGE: 20050523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL LINKS CORP CENTRAL INDEX KEY: 0000949728 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 880106514 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-29987 FILM NUMBER: 05850794 BUSINESS ADDRESS: STREET 1: 3571 E. SUNSET RD CITY: LAS VEGAS STATE: NV ZIP: 89120 BUSINESS PHONE: 7024367007 MAIL ADDRESS: STREET 1: 3571 E. SUNSET RD CITY: LAS VEGAS STATE: NV ZIP: 89120 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TRADING COM DATE OF NAME CHANGE: 20001012 FORMER COMPANY: FORMER CONFORMED NAME: UNITED CASINO CORP DATE OF NAME CHANGE: 20000222 10QSB 1 doc1.txt 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 EX-4.3 2 doc2.txt RIGHTS & PREFERENCES OF SERIES D Certificate of Designation Series D Preferred Stock For Nevada profit Corporations (Pursuant to NRS 78.1955) I. Name of corporation: Global Links Card Services, Inc. II. By resolution of the board of directors pursuant to a provision in the articles of incorporation, this certificate establishes the following regarding the voting powers, designation, preferences, limitations, restrictions and relative rights of the following class or series of stock. Series D Preferred Stock consists of 5,000,000 shares and to have the following terms: 1. Dividends. Except as provided herein, the holders of outstanding shares of the Series D Preferred Stock shall be entitled to receive cash as dividends on yearly basis. Each holder of outstanding shares of the Series D Preferred Stock shall receive, on January 31 of each year following the issuance of each shares of the Series D Preferred Stock, a cash dividend in the amount equal to 6 percent of the outstanding principal amount of indebtedness represented by the shares of the Series D Preferred stock owned by such holder of the Series D Preferred Stock on December 31, immediately preceding the dividend payment date. 2. Redemption Rights. Subject to the applicable provisions of Nevada law, the Company, at the option of its directors, and with the consent of a majority of the stockholders of the Series D Preferred Stock, may at any time or from time to time redeem the whole or any part of the outstanding Series D Preferred Stock. Upon redemption the Company shall pay for each share redeemed the amount of $0.15 per share, payable in cash (the "Redemption Price"). At least 30 days previous notice by mail, postage prepaid, shall be given to the holders of record of the Series D Preferred Stock to be redeemed, such notice to be addressed to each such stockholder at the address of such holder appearing on the books of the Company or given by such holder to the Company for the purpose of notice, or if no such address appears or is given, at the place where the principal office of the Company is located. Such notice shall state the date fixed for redemption and the redemption price, and shall call upon the holder to surrender to the Company on said date at the place designated in the notice such holder's certificate or certificates representing the shares to be redeemed. On or after the date fixed for redemption and stated in such notice, each holder of Series D Preferred Stock called for redemption shall surrender the certificate evidencing such shares to the Company at the place designated in such notice and shall thereupon be entitled to receive payment of the redemption price. If less than all the shares represented by any such surrendered certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. If such notice of redemption shall have been duly given, and if on the date fixed for redemption funds necessary for the redemption shall be available therefor, notwithstanding that the certificates evidencing any Series D Preferred Stock called for redemption shall not have been surrendered, the dividends with respect to the shares so called for redemption shall forthwith after such date cease and determine, except only the right of the holders to receive the redemption price without interest upon surrender of their certificates therefor. If, on or prior to any date fixed for redemption of Series D Preferred Stock, the Company deposits, with any bank or trust company as a trust fund, a sum sufficient to redeem, on the date fixed for redemption thereof, the shares called for redemption, with irrevocable instructions and authority to the bank or trust company to give the notice of redemption thereof (or to complete the giving of such notice if theretofore commenced) and to pay, or deliver, on or after the date fixed for redemption or prior thereto, the redemption price of the shares to their respective holders upon the surrender of their share certificates, then from and after the date of the deposit (although prior to the date fixed for redemption), the shares so called shall be redeemed and any dividends on those shares shall cease to accrue after the date fixed for redemption. The deposit shall constitute full payment of the shares to their holders, and from and after the date of the deposit the shares shall no longer be outstanding and the holders thereof shall cease to be stockholders with respect to such shares, and shall have no rights with respect thereto except the right to receive from the bank or trust company payment of the redemption price of the shares without interest, upon the surrender of their certificates therefor. Any interest accrued on any funds so deposited shall be the property of, and paid to, the Company. If the holders of Series D Preferred Stock so called for redemption shall not, at the end of two years from the date fixed for redemption thereof, have claimed any funds so deposited, such bank or trust company shall thereupon pay over to the Company such unclaimed funds, and such bank or trust company shall thereafter be relieved of all responsibility in respect thereof to such holders and such holders shall look only to the Company for payment of the redemption price 3. Liquidation Rights. Upon the dissolution, liquidation or winding up ------------------ of the Company, whether voluntary or involuntary, the holders of the then outstanding shares of Series D Preferred Stock shall be entitled to receive out of the assets of the Company the sum of $0.001 per share (the "Liquidation Rate") before any payment or distribution shall be made on the Common Stock, or any other class of capital stock of the Company ranking junior to the Series D Preferred Stock. (a) The sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Company shall be deemed a dissolution, liquidation or winding up of the Company for purposes of this Paragraph 3, but the merger or consolidation of the Company into or with any other corporation, or the merger or consolidation of any other corporation into or with the Company, shall not be deemed a dissolution, liquidation or winding up, voluntary or involuntary, for purposes of this Paragraph 3. (b) After the payment to the holders of shares of the Series D Preferred Stock of the full preferential amounts fixed by this Paragraph 3 for shares of the Series D Preferred Stock, the holders of the Series D Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company. (c) In the event the assets of the Company available for distribution to the holders of the Series D Preferred Stock upon dissolution, liquidation or winding up of the Company shall be insufficient to pay in full all amounts to which such holders are entitled pursuant to this Paragraph 3, no distribution shall be made on account of any shares of a class or series of capital stock of the Company ranking on a parity with the shares of the Series D Preferred Stock, if any, upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of the Series D Preferred Stock, ratably, in proportion to the full distributive amounts for which holders of all such parity shares are respectively entitled upon such dissolution, liquidation or winding up. 4. Conversion of Series D Preferred Stock. At any time, the holder of --------------------------------------- shares of the Series D Preferred Stock shall have the right, at such holder's option, to convert any number of shares of the Series D Preferred Stock into shares of the Common Stock. Such right to convert shall commence as of the date the shares of such Series D Preferred Stock are issued to such holder (the "Issue Date") and shall continue thereafter for a period of two years, such period ending on the second anniversary of the Issue Date. In the event that the holder of the Series D Preferred Stock elects to convert such shares into Common Stock, the holder shall have 60 days from the date of such notice in which to tender his shares of Series D Preferred Stock to the Company. Any such conversion shall be upon the other following terms and conditions: (a) Conversion Rate. Subject to adjustment as provided herein, each ---------------- share of the Series D Preferred Stock shall be convertible into shares of the Common Stock in accordance with the Per Share Conversion Price as specified herein. As used herein, the "Per Share Conversion Price" means 50 percent of the OTCBB (or such other exchange or market on which the Common Stock is then listed, if the Common Stock is not listed on the OTCBB) the average of the lowest three-day average closing bid prices, for each share of the Common Stock over the period of twenty days prior to the date of the conversion. The number of underlying shares of the Common Stock issuable upon any conversion hereunder shall be calculated by multiplying the number of shares of the Series D Preferred Stock to be converted times $0.1 and dividing the product thus obtained by the Per Share Conversion Price. Notwithstanding anything contained herein to the contrary, as the result of any such conversion, the holder of the Series D Preferred Stock may not hold more than 4.99 percent of the issued and outstanding shares of the Common Stock, in the aggregate, following any such conversion (the "Conversion Rate"). (b) Adjustment of Conversion Rate for Dilution and Other Events. In -------------------------------------------------------------- order to prevent dilution of the rights granted to the holders of shares of the Series D Preferred Stock, the Conversion Rate will be subject to adjustment from time to time as follows: (i) Adjustment of Conversion Rate upon Subdivision or Combination of ------------------------------------------------------------------- the Common Stock. If the Company at any time subdivides (by any stock split, ---------------- stock dividend, recapitalization or otherwise) the authorized Common Stock into a greater number of shares, the Conversion Rate in effect immediately prior to such subdivision will be proportionately increased. If the Company at any time combines (by combination, reverse stock split or otherwise) the authorized Common Stock into a smaller number of shares, the Conversion Rate in effect immediately prior to such combination will be proportionately reduced. (ii) Reorganization, Reclassification, Consolidation, Merger, or Sale. ----------------------------------------------------------------- Any recapitalization, reorganization, reclassification, consolidation, merger, or other similar transaction which is effected in such a way that holders of the Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for the Common Stock is referred to herein as an "Organic Change." Prior to the consummation of any Organic Change, the Company will make appropriate provision, in form and substance satisfactory to the holders of a majority of the outstanding shares of the Series D Preferred Stock, to ensure that each of the holders of shares of the Series D Preferred Stock will thereafter have the right to acquire and receive in lieu of or in addition to, as the case may be, the shares of the Common Stock immediately theretofore acquirable and receivable upon the conversion of such holder's Series D Preferred Stock, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of the Common Stock immediately theretofore acquirable and receivable upon the conversion of such holder's shares of the Series D Preferred Stock had such Organic Change not taken place. In any such case, the Company will make appropriate provision, in form and substance satisfactory to the holders of a majority of the outstanding shares of the Series D Preferred Stock, with respect to such holders' rights and interests to ensure that the provisions of this paragraph and paragraph 4(c) below will thereafter be applicable to the Series D Preferred Stock. The Company will not effect any such consolidation or merger, unless prior to the consummation thereof the successor entity resulting from such consolidation or merger, if other than the Company, assumes, by written instrument, in form and substance satisfactory to the holders of a majority of the outstanding shares of the Series D Preferred Stock, the obligation to deliver to each holder of shares of the Series D Preferred Stock such shares of stock, securities or assets as, in accordance with the foregoing provisions, that such holder may be entitled to acquire. (iii) Notices. Immediately upon any adjustment of the Conversion Rate, the ------- Company will give written notice of such adjustment to each holder of shares of the Series D Preferred Stock, setting forth in reasonable detail and certifying the calculation of such adjustment. The Company will give written notice to each holder of shares of the Series D Preferred Stock at least 20 days prior to the date on which the Company closes its books or takes a record with respect to any dividend or distribution upon the Common Stock, or with respect to any pro rata subscription offer to holders of the Common Stock. The Company will also give written notice to each holder of shares of the Series D Preferred Stock at least 20 days prior to the date on which any Organic Change, dissolution or liquidation will take place. (c) Purchase Rights. If at any time the Company grants, issues or ---------------- sells any options, convertible securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of the Common Stock (the "Purchase Rights"), then each holder of shares of the Series D Preferred Stock will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such holder could have acquired if such holder had held the number of shares of the Common Stock acquirable upon complete conversion of the holder's shares of the Series D Preferred Stock immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of the Common Stock are to be determined for the grant, issue or sale of such Purchase Rights. (d) Mechanics of Conversion. To convert shares of the Series D ------------------------- Preferred Stock into full shares of the Common Stock on any date (the "Conversion Date"), the holder thereof shall (i) deliver or transmit by facsimile to the Company, for receipt on or prior to 11:59 p.m., Pacific Time, on the Conversion Date, a copy of a fully executed notice of conversion in the form attached hereto as Attachment A (the "Conversion Notice"), and (ii) ------------- surrender to a common carrier for delivery to the Company as soon as practicable following such date, the certificates (each a "Preferred Stock Certificate") representing the shares of the Series D Preferred Stock being converted, or an indemnification undertaking with respect to such shares in the case of the loss, theft or destruction thereof, and the originally executed Conversion Notice. Upon receipt by the Company of a facsimile copy of a Conversion Notice, the Company shall immediately send, via facsimile, a confirmation of receipt of such Conversion Notice to such holder. Within five business days of the Company's receipt of the originally executed Conversion Notice and the holder's Preferred Stock Certificate(s), the Company shall issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice, a certificate, registered in the name of the holder or its designee, for the number of shares of the Common Stock to which the holder is entitled. (e) Record Holder. The person or persons entitled to receive shares of the -------------- Common Stock issuable upon conversion of shares of the Series D Preferred Stock shall be treated for all purposes as the record holder or holders of such shares of the Common Stock on the Conversion Date. (f) Fractional Shares. The Company shall not be required to issue any ------------------ fraction of a share of the Common Stock upon any conversion. All shares of the Common Stock, including fractions thereof, issuable upon conversion of more than one share of the Series D Preferred Stock shall be aggregated for purposes of determining whether the conversion would result in the issuance of a fraction of a share of the Common Stock. If, after such aggregation, the issuance would result in the issuance of a fraction of it share of the Common Stock, the Company shall round such fraction of a share of the Common Stock up or down to the nearest whole share. (g) Reissuance of Certificates. In the event of a conversion of less than ---------------------------- all of the shares of the Series D Preferred Stock represented by a particular Preferred Stock Certificate, the Company shall promptly cause to be issued and delivered to the holder of such Series D Preferred Stock a new Series D Preferred Stock Certificate representing the remaining shares of the Series D Preferred Stock which were not corrected. 5. Reservation of Shares. The Company shall, so long as any of the ----------------------- shares of the Series D Preferred Stock are outstanding, reserve and keep available out of its authorized and unissued shares of the Common Stock, solely for the purpose of effecting the conversion of the shares of the Series D Preferred Stock, the number of shares of the Common Stock as shall from time to time be sufficient to affect the conversion of all of the outstanding shares of the Series D Preferred Stock. 6. Preferred Status. The rights of the shares of the Common Stock shall be ----------------- subject to the preferences and relative rights of the shares of the Series D Preferred Stock. Without the prior written consent of the holders of not less than two-thirds (2/3) of the outstanding shares of the Series D Preferred Stock, the Company shall not hereafter authorize or issue additional or other capital stock that is of senior or equal rank to the shares of the Series D Preferred Stock in respect of the preferences as to distributions and payments upon the liquidation, dissolution and winding up of the Company described in Paragraph 3 above. 7. Restriction on Dividends. If any shares of the Series D Preferred Stock ------------------------- are outstanding, the Company shall not, without the prior written consent of the holders of not less than two-thirds (2/3) of the then outstanding shares of the Series D Preferred Stock, directly or indirectly declare, pay or make any dividends or other distributions upon any of the Common Stock. Notwithstanding the foregoing, this paragraph shall not prohibit the Company from declaring and paying a dividend in cash with respect to the shares of the Common Stock so long as the Company simultaneously pays each holder of shares of the Series D Preferred Stock an amount in cash equal to the amount such holder would have received had all of such holder's shares of the Series D Preferred Stock been converted to shares of the Common Stock on the business day prior to the record date for any such dividend. 8. Vote to Change the Terms of the Series D Preferred Stock. Without the ----------------------------------------------------------- prior written consent of the holders of not less than two-thirds (2/3) of the outstanding shares of the Series D Preferred Stock, the Company shall not amend, alter, change or repeal any of the powers, designations, preferences and rights of the Series D Preferred Stock. 9. Lost or Stolen Certificates. Upon receipt by the Company of evidence ------------------------------ satisfactory to the Company of the loss, theft, destruction or mutilation of any Preferred Stock Certificates representing shares of the Series D Preferred Stock, and, in the case of loss, theft or destruction, of any indemnification undertaking or bond, in the Company's discretion, by the holder to the Company and, in the case of mutilation, upon surrender and cancellation of the Preferred Stock Certificate(s), the Company shall execute and deliver new Series D Preferred Stock Certificate(s) of like tenor and date; provided, however, the Company shall not be obligated to re-issue Series D Preferred Stock Certificates if the holder thereof contemporaneously requests the Company to convert such shares of the Series D Preferred Stock into the Common Stock. 10. Voting. The holders of the Series D Preferred Stock shall have no ------ voting rights on any matter submitted to the shareholders of the Company for their vote, waiver, release or other action, or be considered in connection with the establishment of a quorum, except as may otherwise be expressly required by law or by the applicable stock exchange rules. ATTACHMENT A GLOBAL LINKS CORP. CONVERSION NOTICE In accordance with and pursuant to the provisions of the Certificate of Designation Establishing Series D Preferred Stock of Global Links Corp., the undersigned hereby elects to convert the number of shares of Series D Preferred Stock, par value $0.001 per share, of Global Links Corp. (the "Company"), indicated below into shares of the Common Stock, par value $0.001 per share (the "Common Stock"), of the Company, by tendering the stock certificate(s) representing the share(s) of the Series D Preferred Stock specified below as of the date specified below. The undersigned acknowledges that the securities issuable to the undersigned upon conversion of shares of the Series D Preferred Stock may not be sold, pledged, hypothecated or otherwise transferred unless such securities are registered under the Securities Act, and any other applicable securities law, or the Company has received an opinion of counsel satisfactory to it that registration is not required. A legend in substantially the following form will be placed on any certificates or other documents evidencing the securities to be issued upon any conversion of the shares of the Series D Preferred Stock: THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAW OF ANY STATE, OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. Date of Conversion: Number of shares of the Series D Preferred Stock to be converted: Stock certificate no(s). of the shares of the Series D Preferred Stock to be converted: Conversion Rate: Number of shares of the Common Stock to be issued: Name in which shares of the Common Stock are to be issued: Signature Printed Name and Address EX-4.4 3 doc3.txt RIGHTS & PREFERENCES OF SERIES E Certificate of Designation Series E Preferred Stock For Nevada profit Corporations (Pursuant to NRS 78.1955) I. Name of corporation: Global Links Card Services, Inc. II. By resolution of the board of directors pursuant to a provision in the articles of incorporation, this certificate establishes the following regarding the voting powers, designation, preferences, limitations, restrictions and relative rights of the following class or series of stock. Series E Preferred Stock consists of 20,000,000 shares and to have the following terms: 1. Dividends. Except as provided herein, the holders of outstanding shares of the Series E Preferred Stock shall be entitled to receive cash as dividends on yearly basis. Each holder of outstanding shares of the Series E Preferred Stock shall receive, on January 31 of each year following the issuance of each shares of the Series E Preferred Stock, a cash dividend in the amount equal to 6 percent of the outstanding principal amount of indebtedness represented by the shares of the Series E Preferred stock owned by such holder of the Series E Preferred Stock on December 31, immediately preceding the dividend payment date. 2. Redemption Rights. Subject to the applicable provisions of Nevada law, the Company, at the option of its directors, and with the consent of a majority of the stockholders of the Series E Preferred Stock, may at any time or from time to time redeem the whole or any part of the outstanding Series E Preferred Stock. Upon redemption the Company shall pay for each share redeemed the amount of $0.001 per share, payable in cash (the "Redemption Price"). At least 30 days previous notice by mail, postage prepaid, shall be given to the holders of record of the Series E Preferred Stock to be redeemed, such notice to be addressed to each such stockholder at the address of such holder appearing on the books of the Company or given by such holder to the Company for the purpose of notice, or if no such address appears or is given, at the place where the principal office of the Company is located. Such notice shall state the date fixed for redemption and the redemption price, and shall call upon the holder to surrender to the Company on said date at the place designated in the notice such holder's certificate or certificates representing the shares to be redeemed. On or after the date fixed for redemption and stated in such notice, each holder of Series E Preferred Stock called for redemption shall surrender the certificate evidencing such shares to the Company at the place designated in such notice and shall thereupon be entitled to receive payment of the redemption price. If less than all the shares represented by any such surrendered certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. If such notice of redemption shall have been duly given, and if on the date fixed for redemption funds necessary for the redemption shall be available therefor, notwithstanding that the certificates evidencing any Series E Preferred Stock called for redemption shall not have been surrendered, the dividends with respect to the shares so called for redemption shall forthwith after such date cease and determine, except only the right of the holders to receive the redemption price without interest upon surrender of their certificates therefor. If, on or prior to any date fixed for redemption of Series E Preferred Stock, the Company deposits, with any bank or trust company as a trust fund, a sum sufficient to redeem, on the date fixed for redemption thereof, the shares called for redemption, with irrevocable instructions and authority to the bank or trust company to give the notice of redemption thereof (or to complete the giving of such notice if theretofore commenced) and to pay, or deliver, on or after the date fixed for redemption or prior thereto, the redemption price of the shares to their respective holders upon the surrender of their share certificates, then from and after the date of the deposit (although prior to the date fixed for redemption), the shares so called shall be redeemed and any dividends on those shares shall cease to accrue after the date fixed for redemption. The deposit shall constitute full payment of the shares to their holders, and from and after the date of the deposit the shares shall no longer be outstanding and the holders thereof shall cease to be stockholders with respect to such shares, and shall have no rights with respect thereto except the right to receive from the bank or trust company payment of the redemption price of the shares without interest, upon the surrender of their certificates therefor. Any interest accrued on any funds so deposited shall be the property of, and paid to, the Company. If the holders of Series E Preferred Stock so called for redemption shall not, at the end of two years from the date fixed for redemption thereof, have claimed any funds so deposited, such bank or trust company shall thereupon pay over to the Company such unclaimed funds, and such bank or trust company shall thereafter be relieved of all responsibility in respect thereof to such holders and such holders shall look only to the Company for payment of the redemption price 3. Liquidation Rights. Upon the dissolution, liquidation or winding up of the Company, whether voluntary or involuntary, the holders of the then outstanding shares of Series E Preferred Stock shall be entitled to receive out of the assets of the Company the sum of $0.001 per share (the "Liquidation Rate") before any payment or distribution shall be made on the Common Stock, or any other class of capital stock of the Company ranking junior to the Series E Preferred Stock. (a) The sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Company shall be deemed a dissolution, liquidation or winding up of the Company for purposes of this Paragraph 3, but the merger or consolidation of the Company into or with any other corporation, or the merger or consolidation of any other corporation into or with the Company, shall not be deemed a dissolution, liquidation or winding up, voluntary or involuntary, for purposes of this Paragraph 3. (b) After the payment to the holders of shares of the Series E Preferred Stock of the full preferential amounts fixed by this Paragraph 3 for shares of the Series E Preferred Stock, the holders of the Series E Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company. (c) In the event the assets of the Company available for distribution to the holders of the Series E Preferred Stock upon dissolution, liquidation or winding up of the Company shall be insufficient to pay in full all amounts to which such holders are entitled pursuant to this Paragraph 3, no distribution shall be made on account of any shares of a class or series of capital stock of the Company ranking on a parity with the shares of the Series E Preferred Stock, if any, upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of the Series E Preferred Stock, ratably, in proportion to the full distributive amounts for which holders of all such parity shares are respectively entitled upon such dissolution, liquidation or winding up. 4. Conversion of Series E Preferred Stock. At any time, the holder of shares of the Series E Preferred Stock shall have the right, at such holder's option, to convert any number of shares of the Series E Preferred Stock into shares of the Common Stock. Such right to convert shall commence as of the date the shares of such Series E Preferred Stock are issued to such holder (the "Issue Date") and shall continue thereafter for a period of two years, such period ending on the second anniversary of the Issue Date. In the event that the holder of the Series E Preferred Stock elects to convert such shares into Common Stock, the holder shall have 60 days from the date of such notice in which to tender his shares of Series E Preferred Stock to the Company. Any such conversion shall be upon the other following terms and conditions: (a) Conversion Rate. Subject to adjustment as provided herein, each share of the Series E Preferred Stock shall be convertible into shares of the Common Stock in accordance with the Per Share Conversion Price as specified herein. As used herein, the "Per Share Conversion Price" means 80 percent of the OTCBB (or such other exchange or market on which the Common Stock is then listed, if the Common Stock is not listed on the OTCBB) the average of the lowest three-day average closing bid prices, for each share of the Common Stock over the period of twenty days prior to the date of the conversion. The number of underlying shares of the Common Stock issuable upon any conversion hereunder shall be calculated by multiplying the number of shares of the Series E Preferred Stock to be converted times $0.1 and dividing the product thus obtained by the Per Share Conversion Price. Notwithstanding anything contained herein to the contrary, as the result of any such conversion, the holder of the Series E Preferred Stock may not hold more than 4.99 percent of the issued and outstanding shares of the Common Stock, in the aggregate, following any such conversion (the "Conversion Rate"). (b) Adjustment of Conversion Rate for Dilution and Other Events. In order to prevent dilution of the rights granted to the holders of shares of the Series E Preferred Stock, the Conversion Rate will be subject to adjustment from time to time as follows: (i) Adjustment of Conversion Rate upon Subdivision or Combination of the Common Stock. If the Company at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) the authorized Common Stock into a greater number of shares, the Conversion Rate in effect immediately prior to such subdivision will be proportionately increased. If the Company at any time combines (by combination, reverse stock split or otherwise) the authorized Common Stock into a smaller number of shares, the Conversion Rate in effect immediately prior to such combination will be proportionately reduced. (ii) Reorganization, Reclassification, Consolidation, Merger, or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, or other similar transaction which is effected in such a way that holders of the Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for the Common Stock is referred to herein as an "Organic Change." Prior to the consummation of any Organic Change, the Company will make appropriate provision, in form and substance satisfactory to the holders of a majority of the outstanding shares of the Series E Preferred Stock, to ensure that each of the holders of shares of the Series E Preferred Stock will thereafter have the right to acquire and receive in lieu of or in addition to, as the case may be, the shares of the Common Stock immediately theretofore acquirable and receivable upon the conversion of such holder's Series E Preferred Stock, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of the Common Stock immediately theretofore acquirable and receivable upon the conversion of such holder's shares of the Series E Preferred Stock had such Organic Change not taken place. In any such case, the Company will make appropriate provision, in form and substance satisfactory to the holders of a majority of the outstanding shares of the Series E Preferred Stock, with respect to such holders' rights and interests to ensure that the provisions of this paragraph and paragraph 4(c) below will thereafter be applicable to the Series E Preferred Stock. The Company will not effect any such consolidation or merger, unless prior to the consummation thereof the successor entity resulting from such consolidation or merger, if other than the Company, assumes, by written instrument, in form and substance satisfactory to the holders of a majority of the outstanding shares of the Series E Preferred Stock, the obligation to deliver to each holder of shares of the Series E Preferred Stock such shares of stock, securities or assets as, in accordance with the foregoing provisions, that such holder may be entitled to acquire. (iii) Notices. Immediately upon any adjustment of the Conversion Rate, the Company will give written notice of such adjustment to each holder of shares of the Series E Preferred Stock, setting forth in reasonable detail and certifying the calculation of such adjustment. The Company will give written notice to each holder of shares of the Series E Preferred Stock at least 20 days prior to the date on which the Company closes its books or takes a record with respect to any dividend or distribution upon the Common Stock, or with respect to any pro rata subscription offer to holders of the Common Stock. The Company will also give written notice to each holder of shares of the Series E Preferred Stock at least 20 days prior to the date on which any Organic Change, dissolution or liquidation will take place. (c ) Purchase Rights. If at any time the Company grants, issues or sells any options, convertible securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of the Common Stock (the "Purchase Rights"), then each holder of shares of the Series E Preferred Stock will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such holder could have acquired if such holder had held the number of shares of the Common Stock acquirable upon complete conversion of the holder's shares of the Series E Preferred Stock immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of the Common Stock are to be determined for the grant, issue or sale of such Purchase Rights. (d) Mechanics of Conversion. To convert shares of the Series E Preferred Stock into full shares of the Common Stock on any date (the "Conversion Date"), the holder thereof shall (i) deliver or transmit by facsimile to the Company, for receipt on or prior to 11:59 p.m., Pacific Time, on the Conversion Date, a copy of a fully executed notice of conversion in the form attached hereto as Attachment A (the "Conversion Notice"), and (ii) surrender to a common carrier for delivery to the Company as soon as practicable following such date, the certificates (each a "Preferred Stock Certificate") representing the shares of the Series E Preferred Stock being converted, or an indemnification undertaking with respect to such shares in the case of the loss, theft or destruction thereof, and the originally executed Conversion Notice. Upon receipt by the Company of a facsimile copy of a Conversion Notice, the Company shall immediately send, via facsimile, a confirmation of receipt of such Conversion Notice to such holder. Within five business days of the Company's receipt of the originally executed Conversion Notice and the holder's Preferred Stock Certificate(s), the Company shall issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice, a certificate, registered in the name of the holder or its designee, for the number of shares of the Common Stock to which the holder is entitled. (e) Record Holder. The person or persons entitled to receive shares of the Common Stock issuable upon conversion of shares of the Series E Preferred Stock shall be treated for all purposes as the record holder or holders of such shares of the Common Stock on the Conversion Date. (f) Fractional Shares. The Company shall not be required to issue any fraction of a share of the Common Stock upon any conversion. All shares of the Common Stock, including fractions thereof, issuable upon conversion of more than one share of the Series E Preferred Stock shall be aggregated for purposes of determining whether the conversion would result in the issuance of a fraction of a share of the Common Stock. If, after such aggregation, the issuance would result in the issuance of a fraction of it share of the Common Stock, the Company shall round such fraction of a share of the Common Stock up or down to the nearest whole share. (g) Reissuance of Certificates. In the event of a conversion of less than all of the shares of the Series E Preferred Stock represented by a particular Preferred Stock Certificate, the Company shall promptly cause to be issued and delivered to the holder of such Series E Preferred Stock a new Series E Preferred Stock Certificate representing the remaining shares of the Series E Preferred Stock which were not corrected. 5. Reservation of Shares. The Company shall, so long as any of the shares of the Series E Preferred Stock are outstanding, reserve and keep available out of its authorized and unissued shares of the Common Stock, solely for the purpose of effecting the conversion of the shares of the Series E Preferred Stock, the number of shares of the Common Stock as shall from time to time be sufficient to affect the conversion of all of the outstanding shares of the Series E Preferred Stock. 6. Preferred Status. The rights of the shares of the Common Stock shall be subject to the preferences and relative rights of the shares of the Series E Preferred Stock. Without the prior written consent of the holders of not less than two-thirds (2/3) of the outstanding shares of the Series E Preferred Stock, the Company shall not hereafter authorize or issue additional or other capital stock that is of senior or equal rank to the shares of the Series E Preferred Stock in respect of the preferences as to distributions and payments upon the liquidation, dissolution and winding up of the Company described in Paragraph 3 above. 7. Restriction on Dividends. If any shares of the Series E Preferred Stock are outstanding, the Company shall not, without the prior written consent of the holders of not less than two-thirds (2/3) of the then outstanding shares of the Series E Preferred Stock, directly or indirectly declare, pay or make any dividends or other distributions upon any of the Common Stock. Notwithstanding the foregoing, this paragraph shall not prohibit the Company from declaring and paying a dividend in cash with respect to the shares of the Common Stock so long as the Company simultaneously pays each holder of shares of the Series E Preferred Stock an amount in cash equal to the amount such holder would have received had all of such holder's shares of the Series E Preferred Stock been converted to shares of the Common Stock on the business day prior to the record date for any such dividend. 8. Vote to Change the Terms of the Series E Preferred Stock. Without the prior written consent of the holders of not less than two-thirds (2/3) of the outstanding shares of the Series E Preferred Stock, the Company shall not amend, alter, change or repeal any of the powers, designations, preferences and rights of the Series E Preferred Stock. 9. Lost or Stolen Certificates. Upon receipt by the Company of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of any Preferred Stock Certificates representing shares of the Series E Preferred Stock, and, in the case of loss, theft or destruction, of any indemnification undertaking or bond, in the Company's discretion, by the holder to the Company and, in the case of mutilation, upon surrender and cancellation of the Preferred Stock Certificate(s), the Company shall execute and deliver new Series E Preferred Stock Certificate(s) of like tenor and date; provided, however, the Company shall not be obligated to re-issue Series E Preferred Stock Certificates if the holder thereof contemporaneously requests the Company to convert such shares of the Series E Preferred Stock into the Common Stock. 10. Voting. The holders of the Series E Preferred Stock shall have no voting rights on any matter submitted to the shareholders of the Company for their vote, waiver, release or other action, or be considered in connection with the establishment of a quorum, except as may otherwise be expressly required by law or by the applicable stock exchange rules. ATTACHMENT A GLOBAL LINKS CORP. CONVERSION NOTICE In accordance with and pursuant to the provisions of the Certificate of Designation Establishing Series E Preferred Stock of Global Links Corp., the undersigned hereby elects to convert the number of shares of Series E Preferred Stock, par value $0.001 per share, of Global Links Corp. (the "Company"), indicated below into shares of the Common Stock, par value $0.001 per share (the "Common Stock"), of the Company, by tendering the stock certificate(s) representing the share(s) of the Series E Preferred Stock specified below as of the date specified below. The undersigned acknowledges that the securities issuable to the undersigned upon conversion of shares of the Series E Preferred Stock may not be sold, pledged, hypothecated or otherwise transferred unless such securities are registered under the Securities Act, and any other applicable securities law, or the Company has received an opinion of counsel satisfactory to it that registration is not required. A legend in substantially the following form will be placed on any certificates or other documents evidencing the securities to be issued upon any conversion of the shares of the Series E Preferred Stock: THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAW OF ANY STATE, OR ANY RULE OR REGULATION PROMULGATED THEREUNDER. Date of Conversion: Number of shares of the Series E Preferred Stock to be converted: - --------------------------------------------- Stock certificate no(s). of the shares of the Series E Preferred Stock to be converted: - -------------------------------------- Conversion Rate: ---------------------------- Number of shares of the Common Stock to be issued: - ------------------------------------------------ Name in which shares of the Common Stock are to be issued: - ----------------------------------------------- - ----------------------------------------------- - ----------------------------------------------- Signature - ----------------------------------------------- - ----------------------------------------------- Printed Name and Address -----END PRIVACY-ENHANCED MESSAGE-----