-----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, Vp2EeUMPHI2ve7e35kwIGzGX9sv8rUTWvw8cP9m2rG+x6P0g5CJY1JJe0n+rapI5 MIlOD+pWHr4wM2M2ZVWdHQ== 0000949728-05-000021.txt : 20050817 0000949728-05-000021.hdr.sgml : 20050817 20050816215618 ACCESSION NUMBER: 0000949728-05-000021 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050630 FILED AS OF DATE: 20050817 DATE AS OF CHANGE: 20050816 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: 051032070 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: June 30, 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 August 12, 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 and six month periods ended June 30, 2005, are attached hereto. 2
GLOBAL LINKS CORP. (A Development Stage Enterprise) CONDENSED CONSOLIDATED BALANCE SHEET ASSETS ------ June 30, 2005 December 31, 2004 (Unaudited) ----------------- ----------------- CURRENT ASSETS Cash. . . . . . . . . . . . . . . . . . . . . . . $ 14,881 $ 4,339 Accounts receivable . . . . . . . . . . . . . . . 298 - Prepaid expenses. . . . . . . . . . . . . . . . .. - 243 Deposits. . . . . . . . . . . . . . . . . . . . . 2,487 2,000 ------------ ------------------ Total Current Assets . . . . . . . . . . . . . . . . 17,666 6,582 ------------ ------------------ PROPERTY AND EQUIPMENT Land. . . . . . . . . . . . . . . . . . . . . . . 550,597 541,705 Buildings, (net of depreciation of $47,455 and $11,598) . . . . . . . . . . . . . . . . . . . 1,605,309 1,620,343 Furniture, Computers & Fixtures (net of depreciation of $11,361 and $5,178). . . . . . 51,352 55,829 ------------ ----------------- Total Property and Equipment . . . . . . . . . 2,207,258 2,217,877 ------------ ------------------ OTHER ASSETS Land held for development (see Note 2). . . . . . 3,763,000 3,763,000 ------------ ------------------ 3,763,000 3,763,000 ------------ ------------------ Total Assets . . . . . . . . . . . . . . . . . $ 5,987,924 $ 5,987,459 ============ ================== Liabilities and Shareholders' Equity CURRENT LIABILITIES Accounts payable. . . . . . . . . . . . . . . . . $ 203,603 $ 189,337 Payable to and loans from officer . . . . . . . . 7,952 12,052 Property taxes payable. . . . . . . . . . . . . . 3,866,000 3,856,000 Current portion of loans payable. . . . . . . . . 1,651,377 432,398 Unearned revenues (see note 3). . . . . . . . . . 75,000 50,000 Accrued interest on loans and notes . . . . . . . 60,012 48,747 ------------ ------------------ Total Current Liabilities. . . . . . . . . . . . . . 5,863,944 4,588,534 LONG TERM DEBT Note Payable Sunset Building (net of current portion) . . . . . . . . . . . . . . . - 1,172,362 Rent deposits . . . . . . . . . . . . . . . . . . 5,000 5,000 ------------ ------------------ Total Long Term Debt . . . . . . . . . . . . . . . . 5,000 1,177,362 ------------ ------------------ Total Liabilities. . . . . . . . . . . . . . . . . . 5,868,944 5,765,896 ------------ ------------------ STOCKHOLDERS' EQUITY Common Stock Par value $0.0001 (5,428,571 shares authorized, 4,428,362 and 822,251 issued and outstanding).(see note 5 . . . . . . . . . 443 82 Preferred Stock, Series B 100,000,000 shares authorized, 15,000,000 outstanding (see note 6 . . . . . . . . . . . .. . . . . . 15,000 15,000 Additional paid-in capital. . . . . . . . . . . . 3,340,466 3,100,022 Stock subscriptions receivable. . . . . . . . . . - (22,501) Retained Deficit - accumulated during development stage. . . . . . . . . . . . . . . (3,236,929) (2,871,040) ------------ ------------------ Total Stockholders' Equity. . . . . . . . . . . . 118,980 221,563 ------------ ------------------ Total Liabilities and Stockholders' Equity . . . . . . . . . $ 5,987,924 $ 5,987,459 ============ ==================
See accompanying notes to financial statements 3
GLOBAL LINKS CORP. (A Development Stage Enterprise) CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) Inception Six Months Six Months March 28, 2002 Ended Ended Thru June 30, 2005 June 30, 2004 June 30, 2005 ------------------ ----------------- ------------------ REVENUES Consulting fees. . . . . . . . . . . . . . . $ - $ - $ 100,000 Rental income. . . . . . . . . . . . . . . . 72,510 - 85,285 RE-Info fees . . . . . . . . . . . . . . . . - - 408 --------------- --------------- --------------- Total Revenues. . . . . . . . . . . . . . 72,510 - 185,693 --------------- --------------- --------------- Cost of goods sold Cost of RE-Info information. . . . . . . . . - - 125,000 --------------- --------------- --------------- Gross profit. . . . . . . . . . . . . . . . . . 72,510 - 60,693 EXPENSES General and administrative . . . . . . . . . 102,035 401,077 875,733 Officer compensation . . . . . . . . . . . . 48,000 98,667 242,992 Salaries and wages . . . . . . . . . . . . . 90,786 28 484 455,461 Consulting fees. . . . . . . . . . . . . . . 58,550 785,740 1,656,607 Loan interest. . . . . . . . . . . . . . . . 66,920 14,533 169,887 Research and development . . . . . . . . . . - - 125,000 Depreciation and amortization. . . . . . . . 42,041 712 58,816 Audit fees . . . . . . . . . . . . . . . . . 30,079 1,000 31,079 --------------- --------------- --------------- Total Expenses. . . . . . . . . . . . . . 438,411 1,330,213 3,615,575 --------------- --------------- --------------- OTHER INCOME Interest income. . . . . . . . . . . . . . . 12 96 116 --------------- --------------- --------------- Net (Loss) before Discontinued Operations . . . $ (365,889) $ (1,330,117) $ (3,554,766) Income (loss) from discontinued operations Net of Taxes . . . . . . . . . . . . . . - (6,898) (116,071) Gain on sale of assets . . . . . . . . . . . . - - 433,908 --------------- --------------- --------------- Net (Loss). . . . . . . . . . . . . . . . . . . $ (365,889) $ (1,337,015) $ (3,236,929) =============== =============== =============== Net Income (loss) per Common Share, basic and diluted . . . . . . $ ( 0.106) $ (1,531.52) $ (6.95) =============== =============== =============== Weighted Average number of Common Shares outstanding, basic and diluted adjusted for previous splits. . . . . . . . . 3,449,307 873 465,977 =============== =============== =============== See accompanying notes to financial statements
4
GLOBAL LINKS CORP. (A Development Stage Enterprise) CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) Three Months Three Months Ended Ended June 30, 2005 June 30, 2004 ------------------ ----------------- REVENUES Consulting fees. . . . . . . . . . . . . . . $ - $ - Rental income. . . . . . . . . . . . . . . . 36,255 - RE-Info fees . . . . . . . . . . . . . . . . - - --------------- --------------- Total Revenues. . . . . . . . . . . . . . 36,255 - --------------- --------------- Cost of goods sold Cost of RE-Info information. . . . . . . . . - - --------------- --------------- Gross profit. . . . . . . . . . . . . . . . . . 36,255 - EXPENSES General and administrative . . . . . . . . . 62,238 140,161 Officer compensation . . . . . . . . . . . . 19,000 86,040 Salaries and wages . . . . . . . . . . . . . 34,986 15 258 Consulting fees. . . . . . . . . . . . . . . 20,100 589,725 Loan interest. . . . . . . . . . . . . . . . 33,709 11,533 Depreciation and amortization. . . . . . . . 20,925 356 Audit fees . . . . . . . . . . . . . . . . . 3,000 - --------------- --------------- Total Expenses. . . . . . . . . . . . . . 193,959 843,073 --------------- --------------- OTHER INCOME Interest income. . . . . . . . . . . . . . . 3 60 --------------- --------------- Net (Loss) before Discontinued Operations . . . $ (157,701) $ (843,013) Income (loss) from discontinued operations Net of Taxes . . . . . . . . . . . . . . - (3,774) Gain on sale of assets . . . . . . . . . . . . - - --------------- --------------- Net (Loss). . . . . . . . . . . . . . . . . . . $ (157,701) $ (846,787) =============== =============== Net Income (loss) per Common Share, basic and diluted . . . . . . $ ( 0.036) $ (711.72) =============== =============== Weighted Average number of Common Shares outstanding, basic and diluted adjusted for previous splits. . . . . . . . . 4,410,779 1,190 =============== =============== See accompanying notes to financial statements
5
GLOBAL LINKS CORP. (A Development Stage Enterprise) CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) Inception Six Months Six Months March 28, 2002 Ended Ended Thru June 30, 2005 June 30, 2004 June 30, 2005 ------------------ ----------------- ------------------ OPERATING ACTIVITIES - ---------------------------------- Net (Loss) . . . . . . . . . . . . . . . . . . . $ (365,889) $ (1,337,014) $ (3,236,930) Adjustments to reconcile Net Loss to Cash (used) by operating activities: Depreciation and Amortization . . . . . . . . 42,041 712 58,814 Forfeited deposits. . . . . . . . . . . . . . 9,148 - 9,148 (Gain) on sale of subsidiary. . . . . . . . . - - (433,908) Consulting and legal fees paid via stock. . . 22,850 322,700 1,040,240 Employee stock incentive. . . . . . . . . . . 21,335 - 305,539 Changes in operating assets and liabilities: (Increase) decrease in Accounts receivable. . (298) - (298) (Increase) decrease in prepaid expenses . . . 243 - - Increase (decrease) in accounts payable . . . 14,266 (13,489) 203,605 (Decrease) increase in unearned revenue . . . 25,000 - 75,000 (Decrease) increase in rent deposits. . . . . - - 5,000 (Increase) decrease in deposits . . . . . . . (9,635) 2,000 (11,635) (Decrease) increase in accrued liabilities. . 21,265 24,533 463,012 (Decrease) increase in liabilities of subsidiary sold . . . . . . . . . . . . - - 135,790 (Increase) decrease in assets of discontinued operations . . . . . . . . . - 256 (539) Increase (decrease) in liabilities of Discontinued operations . . . . . . . . . - 6,387 263,658 --------------- --------------- --------------- Net cash (used) by Operating Activities. . . . . (219,673) (993,915) (1,123,505) --------------- --------------- --------------- INVESTMENT ACTIVITIES - -------------------------------------- Cash paid for Property, plant and Equipment . (31,422) (1,898,081) (724,665) Proceeds from sale of subsidiary. . . . . . . - - 35,000 --------------- --------------- --------------- Net cash (used) by Investment activities . . . . (31,422) (1,898,081) (689,665) --------------- --------------- --------------- FINANCING ACTIVITIES - --------------------------------- Cash proceeds from debt . . . . . . . . . . . 66,000 1,280,000 206,000 Cash paid to reduce debt. . . . . . . . . . . (19,383) - (34,623) Officer compensation paid via stock . . . . . - - 37,540 Cash proceeds from sale of common stock . . . 214,520 1,823,122 1,606,581 (Decrease) increase in payable to/loan from officer. . . . . . . . . . . . . . . 500 (36,123) 12,552 --------------- --------------- --------------- Net cash provided by Financing Activities. . . . 261,637 3,066,999 1,828,050 --------------- --------------- --------------- Increase (decrease) in Cash. . . . . . . . . . . 10,542 171,003 14,881 Cash at Beginning of Period. . . . . . . . . . . 4,339 1,213 - --------------- --------------- --------------- Cash at End of Period. . . . . . . . . . . . . . $ 14,881 $ 172,216 $ 14,881 =============== =============== =============== SUPPLEMENTAL DISCLOSURES Cash payment for interest . . . . . . . . . . $ 50,906 $ - $ 104,019 =============== =============== =============== 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 6 GLOBAL LINKS CORP. (A Development Stage Enterprise) NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 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 June 30, 2005, and the consolidated statements of operations for the three and six month periods ended June 30, 2005 and 2004 and the cumulative period during the development stage from March 28, 2002 (inception) through June 30, 2005 and the statement of cash flows for the six month periods ended June 30, 2005 and 2004 and the cumulative period during the development stage through June 30, 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 and six month periods ended June 30, 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 and six month periods ended June 30, 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. 7 Note 3 - Unearned Revenues In 2004, the Company received an advance payment of $50,000 related to the future access to the Company's RE Info Internet site. Since the site has not been available for use, the payment is being treated as unearned until such time as the site is operational, at which time the advance payment will be amortized over a two month period. In the period ended June 30, 2005, the Company received $25,000 in payment of an option to acquire houses in the Company's Arizona project. The actual option agreement was not concluded until July, 2005. Accordingly under SAB 101, the revenues from the sale of this option will not be recognized until earned. Note 4 - Notes and Other Payables In the quarter ended June 30, 2005, the Company incurred additional debt to an entity in the amount of $25,000. The debt is due upon demand without interest. NOTE 5 - 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 June 30, 2005, after adjustment for the 1-for-350 reverse stock split effected on February 1, 2005.
Non-employee Directors and Consultants Employees Number of Number of Number of remaining Shares Number of Remaining shares Shares Dollars Registered Shares Dollars Registered - ----------- ---------- ------------ -------------- ------------ ----------- -------------- For the 6 Months Ended June 30, 2005 1,007,143 $ 27,450 75,550,000 2,777,143 $ 213,354 303,680,000 ============ ============ ============= ============ =========== ==============
The table below represents the number of shares and dollar value of shares issued for cash and for services during the six month period ended June 30, 2005.
Non-employee Directors and Consultants Employees Quarter Number of Number of June 30, 2005 Shares Dollars Shares Dollars - -------------------------- ---------- ------------ ------------ ----------- Issued for cash under ESOP - $ - 2,777,143 $ 192,019 Bonus portion of ESOPO - - - 21,335 Shares issued for Services 1,007,143 27,450 - - ------------ ------------ ------------- ------------ 1,007,143 $ 27,450 2,777,143 $ 213,354 ============ ============ ============= ============
8 Note 6 - 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. 9 Note 7 - 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 8 - 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 $150,000 for the six months ended June 30, 2005, the Net effect of the additional payment would be as follows: Net loss as reported $ (351,241) Additional cost of R-E-Info information 150,000 ----------- Net loss adjusted for additional costs $ (501,241) =========== Net loss per common share $ (0.145) Note 9 - New Accounting Pronouncements In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based Payment." SFAS No. 123R replaced SFAS No. 123 and superseded Accounting Principles Board Opinion No. 25. SFAS No. 123R will require compensation costs related to share-based payment transactions to be recognized in the financial statements. The effective date of SFAS No. 123R is the first reporting period beginning after June 15, 2005. The adoption of SFAS No. 123 (revised 2004) should not have a significant impact on the Company's financial position or results of operations until such time the Company has share-based payments. On April 14, 2005, the Securities and Exchange Commission issued an announcement amending the compliance dates for the FASB's SFAS 123R that addresses accounting for equity based compensation arrangements. Under SFAS 123R registrants would have been required to implement the standard as of the beginning of the first interim or annual period that begins after June 15, 2005. The Commission's new rule will allow companies to implement SFAS 123R at the beginning of the next fiscal year after June 15, 2005. The Company anticipates adopting SFAS 123R in the first quarter 2006. 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. 10 For the three month period ended June 30, 2005, the Company recorded $36,255 in rental income, and $3 in interest income. There were no rental revenues recorded, and $60 in interest income in the same period of 2004. The increase in rental income was due to the acquisition and rental of the Company's Sunset Office Building. For the six month period ended June 30, 2005, the Company recorded $72,510 in rental income, and $12 in interest income. There were no rental revenues recorded, and $96 in interest income in the same period of 2004. The increase in rental income was due to the acquisition and rental of the Company's Sunset Office Building. As of June 30, 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 borrowing, the sale of the Company's common and/or preferred stock, and the sale of selected parcels in it's Arizona development project. 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 by year-end, 2005. The Company has cancelled plans to acquire the Utah real estate. This is due to the strain that has been placed on the company by the naked shorting that occurred in February and March of this year. 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, and through the sale of selected parcels within the project. 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 December 31, 2005. The Company received a copyright for "The Domain" on April 13, 2005. The company plans to break ground on the first phase of this project in the last quarter of 2005, or in early 2006. "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. 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. 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 preceeding 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. 11 ITEM 3. CONTROLS AND PROCEDURES New accounting procedures In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based Payment." SFAS No. 123R replaced SFAS No. 123 and superseded Accounting Principles Board Opinion No. 25. SFAS No. 123R will require compensation costs related to share-based payment transactions to be recognized in the financial statements. The effective date of SFAS No. 123R is the first reporting period beginning after June 15, 2005. The adoption of SFAS No. 123 (revised 2004) should not have a significant impact on the Company's financial position or results of operations until such time the Company has share-based payments. On April 14, 2005, the Securities and Exchange Commission issued an announcement amending the compliance dates for the FASB's SFAS 123R that addresses accounting for equity based compensation arrangements. Under SFAS 123R registrants would have been required to implement the standard as of the beginning of the first interim or annual period that begins after June 15, 2005. The Commission's new rule will allow companies to implement SFAS 123R at the beginning of the next fiscal year after June 15, 2005. The Company anticipates adopting SFAS 123R in the first quarter 2006. 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. 12 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 yearend 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 - NONE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GLOBAL LINKS CORP. Date: August 12, 2005 By: /Frank Dobrucki --------------------------- Frank Dobrucki, President, and CEO, 13 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: August 12, 2005 /s/Frank Dobrucki ------------------ Frank Dobrucki President and Chief Executive Officer (Principal Executive Officer) 14 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 August 12, 2005 /s/Frank Dobrucki ------------------ Frank Dobrucki President and Chief Executive Officer (Principal Executive Officer) 15 -----END PRIVACY-ENHANCED MESSAGE-----