-----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, VmTCR+gLxdz6efazFddR1wcSD5FCNbeMw3dOilWTYdOHGCrCL58SiVa3OBG7y4aQ fZwCD/2vpgT9DrdcHpVvXQ== 0001140361-06-001543.txt : 20060202 0001140361-06-001543.hdr.sgml : 20060202 20060202170420 ACCESSION NUMBER: 0001140361-06-001543 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050930 FILED AS OF DATE: 20060202 DATE AS OF CHANGE: 20060202 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: 06574400 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 form10-qsb.htm GLOBAL LINKS CORP. 10-QSB 09-30-2005 Global Links Corp. 10-QSB 09-30-2005


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:  September 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 Employer
of incorporation or organization)
 
(IRS Identification No.)
 

3571 East Sunset Road,
Las Vegas, Nevada
(Address of principal executive offices)

 
89120
 
(702) 436-7007
 
         
 
(Zip Code)
 
(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 January 30, 2006 was 5,078,362 shares of common, 15,000,000 shares of series B preferred stock.
 



 
1


 

 

The unaudited consolidated financial statement for the Global Links Corp. and it’s wholly owned subsidiaries, Capitol Group Holdings Corp. and Global Links Construction Corp. for the three and nine month periods ended September 30, 2005, is attached here.


Global Links Corp
(A Development Stage Enterprise)
CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 2005
(Unaudited)

ASSETS
 
2005
 
       
CURRENT ASSETS
     
Cash
 
$
78,672
 
Receivables
   
203
 
Note receivable, related party
   
500
 
Prepaid expenses
   
334
 
Total Current Assets
   
79,709
 
         
PROPERTY AND EQUIPMENT
       
Land
   
502,767
 
Building
   
1,389,636
 
Building improvements
   
269,880
 
Equipment
   
7,948
 
Furniture and fixtures
   
56,251
 
Accumulated depreciation
   
(80,203
)
Total Property and Equipment
   
2,146,279
 
OTHER ASSETS
       
Land held for development
   
3,765,500
 
Deposits
   
2,000
 
Option deposits to purchase land for expansion
   
77,830
 
Total Assets
 
$
6,071,318
 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY
       
CURRENT LIABILITIES
       
Accounts payable
 
$
212,823
 
Property tax payable
   
3,876,000
 
Unearned revenue
   
325,000
 
Current portion of debt, net of unamortized costs of $35,946
   
352,881
 
Accrued interest on loans and notes
   
52,000
 
Total Current Liabilities
   
4,818,704
 
         
LONG TERM LIABILITIES
       
Debt, net of unamortized costs of $201,612
   
1,058,110
 
Rent deposit
   
5,000
 
Total Long Term Liabilities
   
1,063,110
 
Total Liabilities
   
5,881,814
 
         
Commitment and Contingencies
   
-
 
         
STOCKHOLDERS' EQUITY
       
Common Stock par value $0.001 (500,000,000 shares authorized, 4,678,362 issued and outstanding)
   
428
 
Series B Preferred Stock (15,000,000 shares authorized, 15,000,000 issued and outstanding)
   
15,000
 
Additional paid-in capital
   
3,788,664
 
Accumulated deficit - accumulated during the development stage
   
(3,614,588
)
Total Stockholders' Equity
   
189,504
 
Total Liabilities and Stockholder’s Equity
 
$
6,071,318
 
 
See accompanying notes to financial statements.


Global Links Corp
(A Development Stage Enterprise)
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Nine Months Ended September 30, 2005
(Unaudited)

   
Nine months ended
September 30, 2005
 
Nine months ended
September 30, 2004
 
March 28, 2002
(inception) through
September 30, 2005
 
REVENUES
             
Consulting fees
 
$
-
 
$
100,000
 
$
100,000
 
RE Info fees
   
-
   
408
   
408
 
Construction income
   
13,800
   
-
   
13,800
 
Rental income
   
112,901
   
-
   
125,676
 
Total Revenues
   
126,701
   
100,408
   
239,884
 
                     
COST OF SALES
   
12,514
   
50,000
   
137,514
 
GROSS MARGIN
   
114,187
   
50,408
   
102,370
 
                     
EXPENSES
                   
General and administrative
   
127,324
   
50,257
   
331,533
 
Employee and director compensation
   
171,785
   
465,748
   
770,265
 
Consulting fees
   
91,643
   
953,555
   
1,689,699
 
Professional fees
   
61,644
   
129,857
   
218,092
 
Property tax expense
   
34,772
   
15,000
   
427,772
 
Research and development
   
-
   
125,000
   
125,000
 
Depreciation and amortization
   
63,427
   
1,098
   
80,203
 
Total Expenses
   
550,595
   
1,740,515
   
3,642,564
 
                     
OTHER INCOME (EXPENSE)
                   
Interest Income
   
12
   
104
   
116
 
Interest Expense
   
(214,586
)
 
(109,404
)
 
(392,347
)
Total Other Income (Expense)
   
(214,574
)
 
(109,300
)
 
(392,231
)
                     
NET LOSS BEFORE
   
(650,982
)
 
(1,799,407
)
 
(3,932,425
)
                     
Discontinued Operations, net
   
-
   
(29,153
)
 
(116,071
)
Gain on the Sale of an Asset
   
-
   
-
   
433,908
 
Net Loss
 
$
(650,982
)
$
(1,828,560
)
$
(3,614,588
)
                     
Net Loss per Common Share, Basic and Diluted
 
$
(0.176
)
$
(1,526.34
)
$
(13.724
)
Earnings per share before discontinued operations
 
$
(0.176
)
$
(1,502.01
)
$
(14.931
)
Earnings per share of discontinued operations
   
-
 
$
(24.33
)
$
1.207
 
Weighted Average per common shares outstanding, basic and diluted adjusted for previous splits.
   
3,693,530
   
1,198
   
263,379
 

See accompanying notes to financials statements.


Global Links Corp
(A Development Stage Enterprise)
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Three Months Ended September 30, 2005
(Unaudited)
 
   
Three Months Ended
September 30, 2005
 
Three Months Ended
September 30, 2004
 
REVENUES
         
Consulting fees
 
$
-
 
$
100,000
 
RE Info fees
   
-
   
408
 
Construction income
   
13,800
   
-
 
Rental income
   
40,391
   
-
 
Total Revenues
   
54,191
   
100,408
 
               
COST OF SALES
   
12,514
   
50,000
 
GROSS MARGIN
   
41,677
   
50,408
 
               
EXPENSES
             
General and administrative
   
41,534
   
36,102
 
Employee and director compensation
   
56,085
   
53,059
 
Consulting fees
   
33,093
   
167,815
 
Professional fees
   
12,159
   
37,378
 
Property tax expense
   
14,956
   
5,000
 
Research and development
   
-
   
125,000
 
Depreciation and amortization
   
21,387
   
386
 
Total Expenses
   
179,214
   
424,740
 
               
OTHER INCOME (EXPENSE)
             
Interest income
   
-
   
8
 
Interest expense
   
(64,481
)
 
(84,322
)
Total Other Income (Expense)
   
(64,481
)
 
(84,314
)
               
NET LOSS BEFORE
   
(202,018
)
 
(458,646
)
Discontinued Operations, net
   
-
   
(22,255
)
               
Net loss
 
$
(202,018
)
$
(480,901
)
               
Net Loss per Common Share, Basic and Diluted
 
$
(0.046
)
$
(223.47
)
Earnings per share before discontinued operations
 
$
(0.046
)
$
(213.13
)
Earnings per share of discontinued operations
 
$
-
 
$
(10.34
)
Weighted Average per common shares outstanding, basic and diluted adjusted for previous splits.
   
4,382,709
   
2,152
 

See accompanying notes to financials statements.


GLOBAL LINKS CORP.
(A Development Stage Enterprise)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)

   
Nine Months Ended
September 30, 2005
 
Nine Months Ended
September 30, 2004
 
March 28, 2002
(inception) through
September 30, 2005
 
OPERATING ACTIVITIES
             
Net Loss
 
$
(650,982
)
$
(1,828,560
)
$
(3,614,588
)
Adjustments to reconcile Net Loss to Cash provided (used) by operating activities:
                   
Depreciation and amortization
   
63,427
   
1,098
   
80,203
 
(Gain) on sale of subsidiary
   
-
   
-
   
(433,908
)
Amortization of beneficial conversion feature
   
121,510
   
50,326
   
214,075
 
Consulting and legal fees paid via stock
   
27,450
   
397,215
   
1,442,147
 
Employee stock incentive
   
21,335
   
-
   
305,539
 
                     
Changes in operating assets and liabilities:
                   
(Increase) in prepaid expenses
   
(91
)
 
-
   
(334
)
(Increase) in accounts receivable
   
(203
)
 
(5,165
)
 
(203
)
(Increase) decrease in deposits
   
-
   
(2,000
)
 
(2,000
)
Increase in accounts payable
   
23,485
   
68,334
   
212,823
 
Increase in unearned revenue
   
275,000
   
50,000
   
325,000
 
Increase in rent deposits
   
-
   
-
   
5,000
 
(Decrease) increase in accrued liabilities
   
23,256
   
24,000
   
479,772
 
(Decrease) in payable to officer
   
(12,052
)
 
-
   
-
 
Net increase in assets/liabilities of discontinued operations
   
-
   
28,897
   
398,909
 
                     
Net cash (used) by Operating Activities
 
$
(107,865
)
$
(1,215,855
)
$
(587,565
)
                     
INVESTMENT ACTIVITIES
                   
Cash paid for property, plant and equipment
 
$
(8,518
)
$
(750,713
)
$
(955,000
)
Cash paid for options to purchase land expansion
   
(61,143
)
 
-
   
(77,830
)
(Increase) in land held for development
   
(2,500
)
 
-
   
(2,500
)
Proceeds from sale of subsidiary
   
-
   
-
   
35,000
 
                     
Net cash (used) by investment activities
 
$
(72,161
)
$
(750,713
)
$
(1,000,330
)
 
 
GLOBAL LINKS CORP.
(A Development Stage Enterprise)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
CONTINUED

   
Nine Months Ended
September 30, 2005
 
Nine Months Ended
September 30, 2004
 
March 28, 2002
(inception)
September 30, 2005
 
FINANCING ACTIVITIES
             
Cash proceeds from debt
 
$
67,000
 
$
118,117
 
$
207,000
 
Cash paid to reduce debt
   
(23,211
)
 
-
   
(490,084
)
Officer compensation paid via stock
   
-
   
11,665
   
37,540
 
Release of common stock receivable
   
22,501
   
-
   
-
 
Cash proceeds from sale of common stock
   
188,569
   
1,915,877
   
1,912,611
 
(Decrease) increase in payable/loan to officer
   
(500
)
 
(35,923
)
 
(500
)
               
Net cash provided by Financing Activities
 
$
254,359
 
$
2,009,736
   
1,666,567
 
Increase (decrease) in cash
   
74,333
   
43,168
   
78,672
 
                     
Cash at beginning of period
   
4,339
   
1,213
   
-
 
               
Cash at end of period
 
$
78,672
 
$
44,381
 
$
78,672
 
 
   
-
   
-
   
-
 
SUPPLEMENTAL DISCLOSURE
                   
Cash payment for interest
 
$
76,213
 
$
93,612
 
$
169,824
 
Cash payment for income tax
 
$
-
 
$
-
 
$
-
 
                     
Non cash investing and financing activities
                   
Beneficial conversion feature
 
$
-
 
$
-
 
$
451,633
 
Note for Sunset building
 
$
-
 
$
1,280,000
 
$
1,280,000
 
Shares issued for land held for development
 
$
-
 
$
-
 
$
950,000
 
Shares issued for conversion of debt
 
$
-
 
$
-
 
$
18,987
 
Shares issued for the merger with Capitol Group
 
$
-
 
$
-
 
$
116,378
 

See accompanying notes to the financial statements.


GLOBAL LINKS CORP.
(A Development Stage Enterprise)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005
(Unaudited)
 
Note 1 - Basis of Presentation

The accompanying consolidated balance sheet of Global Links Corp (the "Company”), (a development stage enterprise) and its wholly owned subsidiaries, Capitol Group Holdings Corp. and Global Links Construction Corp. at September 30, 2005, and the condensed consolidated statements of operations for the three and nine month periods ended September 30, 2005 and 2004 have been prepared by the Company’s management. In addition management also prepared the cumulative period during the development stage from March 28, 2002 (inception) through September 30, 2005 and the statement of cash flows for the nine month periods ended September 30, 2005 and 2004 and the cumulative period during the development stage through September 30, 2005. 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 nine month periods ended September 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 nine month periods ended September 30, 2005, are not necessarily indicative of the results that can be expected for the year ending December 31, 2005.

Reclassifications

Certain reclassifications, which have no effect on net income, have been made in the prior period financial statements to conform to the current presentation.

Significant Accounting Policies

Revenue Recognition
Revenue for the Valle Vista development in Kingman, AZ is recorded when the sales of homes are completed and ownership has transferred. Option deposits are received prior to the completion and ownership transfer of homes.

Rental income is recorded in the month it is earned. 

Start Up Costs
Costs and expenses associated with entry into new homebuilding markets and opening new communities in existing markets are expensed when incurred.

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.
 
 
Note 3 - 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 may be acquired by the Company at a later date.
 
Note 4 - 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 treated as unearned until such time as the site is operational. When the site is operational the advance payment will be recognized as revenue over a two month period.
 
In the period ended September 30, 2005, the Company received $275,000 in payments of options to acquire houses in the Company's Arizona project. The revenues from the sale of these option deposits will not be recognized until earned.
 
Note 5 - Notes Payable and Other Payables

In the quarter ended September 30, 2005 the Company did not incur additional Notes Payable or other Payables.

Adjustments to the prior period financial statements have been made to reflect the beneficial conversion feature of two debt instruments. The total beneficial conversion feature calculated is equal to $451,633. The total unamortized balance for the beneficial conversion is $237,558. The period ended and the corresponding interest expense is as follows:

Period ended
 
Amount of Interest Expense
 
June 30, 2004
 
$
10,549
 
September 30, 2004
   
39,777
 
December 31, 2004
   
42,239
 
March 31, 2005
   
41,321
 
June 30, 2005
   
41,780
 
September 30, 2005
   
38,409
 
Total
 
$
214,075
 
 
Note 6 - Common Stock

In January of 2005, the company issued an additional 500,000,000 shares of stock registrations on form S-8 registering shares, for the Company's Employee Stock Incentive Plan and also issued an additional 100,000,000 shares in S-8 registering shares for non-employees. During the third quarter of 2005 the Company also recalled stock due to contractual obligations not being met by a consultant for services. The table below represents the number of shares issued, dollar value of those shares, and registered shares remaining at September 30, 2005.

Nine months ended
September 30, 2005
 
Number of
shares
 
Shares Dollars
 
Bonus portion
 
Shares at the
beginning of
period
 
Shares at the
end of
period
 
                                 
S-8 Reg. Employee
   
162,720,000
      
$
3,339,611
      
$
25,770
        
46,000,000
        
383,280,000
 
                                 
S-8 Reg. Non-Employee
   
21,200,000
 
$
24,000
 
$
-
   
3,000,000
   
81,800,000
 
 
The table below represents the number of shares and dollar value of shares issued for cash and for services during the three month period ended September 30, 2005.

Shares issued during
the three month period
of September 30, 2005
 
Number of
Shares
 
Dollars
 
Bonus Portion
 
S-8 regular employee
   
400,000
 
$
26,152
 
$
2,906
 
 
Note 7 - 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 non assessable 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 un-issued 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 20,000,000 shares 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 non-assessable 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 un-issued 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 September 30, 2005.
 
Note 8 - 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 is 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 9 - Commitments and Contingencies

During the second quarter, First American Title has filed suit against the Company claiming failure to pay contractual obligations for the Company's R-E Info project. The Company expects to settle the suit by payment of an amount not in excess of $100,000 which 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 $225,000 for the nine months ended September 30, 2005, the net effect of the additional payment would be as follows:

Net loss as reported
 
$
(650,982
)
Additional cost of R-E Info information
   
(225,000
)
Net loss adjusted for additional costs
   
(875,982
)
Net loss per common share (3,693,530 shares)
 
$
(0.237
)
 
Note 10 - Subsequent Events
 
The Company did not issue shares in the fourth quarter of 2005.  The Company issued an additional 400,000 shares of Employee S-8 registered stock during the first quarter of 2006.
 
 
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-LOOKINGSTATEMENTS 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 IS 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.
 

Results of the three months ended versus the three months ended of the prior period
For the three month period ended September 30, 2005, the Company recorded $40,391 in rental income and $13,800 recorded as construction income resulting in Total Revenues of $54,191. For the same period in 2004, the Company recorded consulting fees of $100,000, R-E Info fee revenue of $408, and no rental revenue, resulting in Total Revenues of $100,408, a decrease in revenue of $46,217 from the current period. The rental revenue in the forth quarter of 2004 was due to the acquisition and rental of the Company's Sunset Office Building. During the same period the Company recorded $41,677 in gross margin, compared to $50,408 in 2004. The components of total revenues reported during 2005 consists of rental and construction income, whereas the components for the same period of 2004 consists of consulting fees and RE Info fees. As of September 30, 2005 the Company had no research and development costs compared to $125,000 during the same period of 2004. The Company also recorded $179,214 in total expenses and $424,740 during the same period in 2004, a reduction of total expenses in the amount of $245,526.

Results of the nine months ended versus the nine months ended of the prior period
For the nine month period ended September 30, 2005, the Company recorded $112,901 in rental income, and $13,800 of construction income resulting in Total Revenues of $126,701. For the same period in 2004, the Company recorded consulting fees of $100,000, R-E info fess of $408, no rental revenues recorded, resulting in total revenue of $100,408, an increase in revenue of $26,293. The increase in rental income was also due to the acquisition and rental of the Company's Sunset Office Building. During the same period the Company recorded $114,187 in gross margin, compared to $50,408 in 2004, an increase in margin of $63,779. The Company also recorded $550,595 in total expenses and $1,740,515 during the same period in 2004. A reduction in total expenses in the amount of $1,189,920. The reduction in total expenses was due to decreased consulting fees in the amount of $861,912.

Liquidity
As of September 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 its Arizona development project.

The Company expects to spend $60,000 in additional research and development funds on its R-E Info website, with the site fully operational by the end of 2006.

On March 22, 2005 the Company was issued a refund and cancelled plans to acquire the Utah real estate as disclosed in filed Form 8K. 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 2006. 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 2006, and through the sale of selected parcels within the project. Since the date of this report the Company has chosen a homebuilder “Silvercrest Homes”, a manufactured homebuilder, and anticipates this project breaking ground in the first quarter of 2006.

The Company has an option to acquire two adjacent lots to its office building in Las Vegas, Nevada. The project: “Global Links Corp Center” 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 2006. Closing on these properties is expected to take place on or before June 30, 2006. As of September 30, 2005 the Company has an investment of $77,830 in option payments for the future project.

The Company received a copyright for "The Domain" on April 13, 2005. “The Domain” project is independent of the Kingman, AZ project. The company plans to break ground on the first phase of this project in early 2006. "The Domain", is 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 feet 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 in the development phase and negotiating on several parcels of real estate throughout the Las Vegas area, which will determine the start date for implementation of this 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 proceeding 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.
 

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 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.

 
 
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 year end 2005.
 
 
a)  NONE
b)  NONE
c)  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:  January 31, 2006
By:
/Frank Dobrucki
   
 
   
Frank Dobrucki,
   
President, and CEO,
 
16

EX-31 2 ex31.htm EXHIBIT 31 Exhibit 31

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:  January 31, 2006
/s/Frank Dobrucki
 
Frank Dobrucki
President
and Chief Executive Officer
(Principal Executive Officer)
 
17

EX-32 3 ex32.htm EXHIBIT 32 Exhibit 32

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 untruestatement 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:  January 31,2006
   
   
/s/Frank Dobrucki

Frank Dobrucki
President
and Chief Executive Officer
(Principal Executive Officer)
 
18

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