Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended 12/31/10
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 333-133961
Globalink, Ltd.
--------------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA Not applicable
---------------------- ----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification Number)
Unit # 205 - 2806 Kingsway
Vancouver, BC V5R 5T5
---------------------------------------------------
(Address of principal executive offices, Zip Code)
(Registrant's telephone number, including area code) (604) 828-8822
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined by Rule 405 of the Securities Act.
[ ] Yes [x] No
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Act. [ ] Yes [x] No
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every
Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (section 232.406 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files). Yes [ ] No [ ]
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 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.
[x] Yes [ ] No
2
Indicate by checkmark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's
knowledge, indefinitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form
10-K. [x]
Indicate by checkmark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [x]
Indicate by check mark whether Globalink is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
Yes [ ] No [x]
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the
registrant's most recently completed second fiscal quarter. The market
value of the registrant's voting common stock held by non-affiliates of
the registrant was approximately $201,750.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date. The number
of shares outstanding of the registrant's only class of common stock,
as of April 15, 2011 was 24,785,000 shares of its common stock.
No documents are incorporated into the text by reference.
3
Table of Contents
Part I
ITEM 1. BUSINESS 4
ITEM 1A. RISK FACTORS 5
ITEM 1B. UNRESOLVED STAFF COMMENTS 5
ITEM 2. PROPERTIES 5
ITEM 3. LEGAL PROCEEDINGS 5
ITEM 4. (REMOVED AND RESERVED) 5
Part II
ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS 6
ITEM 6. SELECTED FINANCIAL DATA 6
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 7
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK 11
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 12
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE 33
ITEM 9A. CONTROLS AND PROCEDURES 33
ITEM 9B. OTHER INFORMATION 34
Part III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERANCE 35
ITEM 11. EXECUTIVE COMPENSATION 36
ITEM 12. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDERS MATTERS 37
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE 38
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 39
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 39
SIGNATURES 40
4
PART I
ITEM 1. BUSINESS
The registrant was incorporated in the state of Nevada on February 3,
2006. The registrant has focused its efforts in the Internet Hotel
booking services arena. The registrant has developed a proprietary
online hotel booking program for connecting users with available rooms
in hotels across the world.
In order to gain the access to the hotels, the registrant acquired
OneWorld Hotel Destination Service Inc in Vancouver, B.C. Canada on
October 31, 2008. OneWorld Hotel Destination Service Inc is a hotel
booking company which has established strong relationships with major
hotel chains such as Radisson, Hilton and Sheraton. Its clients include
travel agents in major cities such as Vancouver, Toronto, Calgary, and
Montreal. After the acquisition the Company intends to put the OneWorld
operations into the online platform.
Our hotel travel booking web site for the business-to-business stage is
now under testing prior to the official launching. The initial 39,000
available hotel rooms have been uploaded to the site, and will
facilitate travel agencies to book rooms directly via the internet
without having to personally call the office for booking. Official
launching is anticipated to be in the early second quarter of 2011.
Initially the web site will only facilitate the company's travel agency
customers, who already have or will set up accounts with us (B to B).
B to B is defined as business interactions between one business entity
(OneWorld) to other business entities (the travel agencies in the
travel industry). Our next stage of the web site development will be to
facilitate non-business customers such that any individuals wishing to
book rooms themselves may do so from our web site instead of booking
through their travel agencies (B to C). B to C is defined as business
interactions between a business entity (OneWorld) and the individual
customers, be they an individual or corporation, whose business is not
related to the travel industry. We anticipate this 2nd stage of the
web site would be ready for launching during the last quarter of 2011.
Competition
-----------
Competition is inevitable in any type of industries. This is
particularly so for services using the internet to convey the products
to the end users. The online commerce market, particularly over the
Internet, is rapidly evolving and intensely competitive, and we expect
that the competition will intensify in the future. Barriers to entry
are minimal, and current and new competitors can launch new websites at
a relatively low cost. We believe while we currently may have
disadvantages in this market, the growth of this market is able to
allow us to take a market share if we can maintain reliable, fast
response, and quality service to our customers and hotel suppliers.
We intend to use our expertise in North America and China market and
the user-friendly web site to compete with the majors in this field.
We will compete on the basis of ease of use, pricing and customer
preference. Our competitors are well established, substantially larger
5
and have substantially greater market recognition, greater resources
and broader capabilities than we have. There can be no assurance that
we will be able to compete successfully against current and future
competitors, and competitive pressures faced by the registrant may have
a material adverse effect on our business, prospects, financial
condition and results of operations.
ITEM 1A. RISK FACTORS
Not applicable to smaller reporting companies.
ITEM 1B. UNRESOLVED STAFF COMMENTS
The registrant has unresolved staff comments regarding the financial
treatment of the acquisition of One World disclosed in its Form 10-K
for the year ended December 31, 2008. The registrant has restated its
financials in response to the unresolved staff comments.
ITEM 2. PROPERTIES
Our offices consist approximately 1,200 square feet and are located at
Unit #205-2806 Kingsway, Vancouver, BCD V5R 5T5.
The registrant leases its administrative offices for $US938 per month.
The lease expires in May 2011. The operating lease expense for the
year ended December 31, 2010 was $11,256.
ITEM 3. LEGAL PROCEEDINGS.
The registrant is aware of no pending or threatened litigation.
ITEM 4. (REMOVED AND RESERVED)
6
PART II
ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Item 5(a)
a) Market Information. Our common stock is listed on the OTC Markets
under the symbol GOBK as of December 20, 2007 and the first trade was
made on March 6, 2008.
The following table sets forth the range of high and low bid quotations
for the registrant's common stock. The quotations represent inter-
dealer prices without retail markup, markdown or commission, and may
not necessarily represent actual transactions.
Quarter Ended High Bid Low Bid
3/31/09 .10 .02
6/30/09 .05 .05
9/30/09 .05 .05
12/31/09 .06 .05
3/31/10 .05 .05
6/30/10 .05 .05
9/30/10 .05 .05
12/31/10 .05 .05
b) Holders. At April 15, 2011, there were approximately 62
shareholders of the registrant.
c) Dividends. Holders of the registrant's common stock are entitled
to receive such dividends as may be declared by its board of directors.
No dividends on the registrant's common stock have ever been paid, and
the registrant does not anticipate that dividends will be paid on its
common stock in the foreseeable future.
d) Securities authorized for issuance under equity compensation plans.
No securities are authorized for issuance by the registrant under
equity compensation plans.
e) Performance graph. Not applicable.
f) Sale of unregistered securities. None.
Item 5(b) Use of Proceeds. Not applicable.
Item 5(c) Purchases of Equity Securities by the issuer and
affiliated purchasers. None.
ITEM 6. SELECTED FINANCIAL DATA.
Not applicable to a smaller reporting company.
7
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Trends and Uncertainties
------------------------
During 2008, we started generating revenue upon completion of the
acquisition of OneWorld Hotel Destination Services, Inc. We acquired
all of the common shares of OneWorld for 2,000,000 common shares and a
promissory note. In addition, we are seeking to expand our revenue
base by adding new customers and increasing our marketing and
advertising.
Due to the recession in 2009, the registrant halted the plan to raise
extra capital which is for the completion of the online hotel room
reservation web site and the expansion of the Hotel booking business.
The registrant decided to allocate the majority cash flow to maintain
the operation of One World because of the recession in 2009. The
officers and directors also agreed not to receive cash compensation for
their management work in the regsitrant including the continuation of
the development of the website in-house by the directors, the defraying
of marketing, promotion and travel.
While the economy is gradually recovering today, One World currently
generates sufficient cash flow to maintain its own daily operation.
However, in order to realize effective marketing and promotion, the
registrant will need to raise the addition capital through the sale of
capital stock in the future. The use of funds would be rationed for
marketing and promotion purposes, expansion of the OneWorld operation
and working capital needs.
There are several known trends that are reasonably likely to have a
material effect on our net sales or revenues alongside our income from
continuing operations and profitability.
We expect to experience significant fluctuations in our future
operating results due to a variety of factors, many of which are
outside our control. Factors that may adversely affect our quarterly
operating results include but are not limited to:
- Our ability to develop and complete the hotel booking website.
- Our ability to attract customer to use our web site and maintain
user satisfaction;
- Our ability to attract hotel suppliers to provide their hotel
rooms in our web site.
- Our ability to hire and train qualified personnel.
- Our ability to resolve any technical difficulties and system
downtime or Internet disconnection.
- Governmental regulations on use of Internet as a tool to conduct
business transaction.
- Change of customer's acceptance to use Internet to book hotel rooms.
We may also incur losses for the foreseeable future due to costs and
expenses related to:
- The implementation of our hotel booking web site business model;
- Marketing and other promotional activities;
- Competition
8
- The continued development of our website;
- High cost to maintain the hotel booking web site, and
- Hiring and training new staff for customer services.
We cannot be sure that we will be successful in addressing these risks
and uncertainties and our failure to do so could have a materially
adverse effect on our financial condition. In addition, our operating
results are dependent to a large degree upon factors outside of our
control. There are no assurances that we will be successful in
addressing these risks, and failure to do so may adversely affect our
business.
Capital and Source of Liquidity.
Prior to the acquisition of OneWorld, all of Globalink's operating
capital has either been advanced by current shareholders or from
proceeds for the issuance on common shares.
For the year ended December 31, 2010, Globalink repaid advances from
shareholders of $34,543.
For the year ended December 31, 2009, Globalink received advances from
shareholders of $19,136. As a result, Globalink had net cash from
financing activities of $19,136 for the year ended December 31, 2008.
For the year ended December 31, 2010, Globalink paid $159,105 on a note
payable for the purchase of OneWorld. As a result, the registrant had
cash flows used in investing activities of $159,105 for the year ended
December 31, 2010.
For the year ended December 31, 2009, Globalink paid $310,695 on a note
payable for the purchase of OneWorld. As a result, the registrant had
cash flows used in investing activities of $310,695 for the year ended
December 31, 2009.
For the year ended December 31, 2008, Globalink received advances from
shareholders of $3,092. As a result, Globalink had net cash from
financing activities of $3,092 for the year ended December 31, 2008.
Results of Operations
For the year ended December 31, 2010, Globalink received revenues of
$373,772. The net income for the year ended December 31, 2010 was
79,226. Expenses consisted of wages and salaries of $169,416 and other
administrative expenses of $184,481. The increase in expenses for the
year ended December 31, 2010 was due to increased operations and the
costs of being a reporting company.
For the year ended December 31, 2009, Globalink revenues of $305,404.
The net income for the year ended December 31, 2009 is $59,560.
Expenses consisted of wages and salaries of $138,287 and other
administrative expenses of $193,746. These amounts decreased over 2008
mainly due to the decrease in expenses from OneWorld.
9
We are currently working on the hotel booking website. The initial
structure and preliminary functions are done. More work will be
required before the site can be used and tested. Actual hotel listings
will need to be incorporated.
Management expects sales and gross revenue will grow significantly over
the current year volume after the web site is launched. We anticipate
that it will not be a straight-line growth pattern but an exponential
increase. This anticipation can be realized if we spend the necessary
funds in promotion through internet advertising, radio and television
clicks and news media advertising. On the whole, the more we direct
funds into promotion, the bigger the increase in sales as a return.
In order to achieve our goal, the registrant may seek additional funds.
The funds distribution to various sectors will depend on the actual
funds raised and on the time needed to raise such sums. The larger
portion of the raised funds will be allocated towards marketing and
promotion.
Although there are signs of gradual stability, management believes that
the affects of the recent economic crisis is a long ways from being
over. However, our One World operation has been well-established over
the past ten years that we are capable of continuously sustain our
existence during the current crisis. We will survive under future
crisis by maintaining a skeleton staff, reduce promotion and
advertising to a bare minimum and management officers providing
services temporarily en gratis.
Off-Balance Sheet Arrangements
The registrant had no material off-balance sheet arrangements as of
December 31, 2010.
Contractual Obligations
The registrant has no material contractual obligations
New Accounting Pronouncements
In May 2008, the Accounting Standards Codification issued 944,
"Accounting for Financial Guarantee Insurance Contracts-and
interpretation of Accounting Standards Codification 944". Accounting
Standards Codification 944 clarifies how Accounting Standards
Codification 944 applies to financial guarantee insurance contracts,
including the recognition and measurement of premium revenue and claims
liabilities. This statement also requires expanded disclosures about
financial guarantee insurance contracts. Accounting Standards
Codification 944 is effective for fiscal years beginning on or after
December 15, 2008, and interim periods within those years. Accounting
Standards Codification 944 has no effect on the registrant's financial
position, statements of operations, or cash flows at this time.
10
In March 2008, the Accounting Standards Codification issued 815,
Disclosures about Derivative Instruments and Hedging Activities-an
amendment of Accounting Standards Codification 815. This standard
requires companies to provide enhanced disclosures about (a) how and
why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under 815 and
its related interpretations, and (c) how derivative instruments and
related hedged items affect an entity's financial position, financial
performance, and cash flows.
This Statement is effective for financial statements issued for fiscal
years and interim periods beginning after November 15, 2008, with early
application encouraged. The registrant has not yet adopted the
provisions of Accounting Standards Codification 815, but does not
expect it to have a material impact on its consolidated financial
position, results of operations or cash flows.
In December 2007, the Accounting Standards Codification 815,
Noncontrolling Interests in Consolidated Financial Statements-an
amendment of Accounting Standards Codification 810. This statement
amends Accounting Standards Codification 810 to establish accounting
and reporting standards for the noncontrolling interest in a subsidiary
and for the deconsolidation of a subsidiary. It clarifies that a
noncontrolling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the
consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a
result, considerable diversity in practice existed. So-called minority
interests were reported in the consolidated statement of financial
position as liabilities or in the mezzanine section between liabilities
and equity. This statement improves comparability by eliminating that
diversity. This statement is effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15,
2008 (that is, January 1, 2009, for entities with calendar year-ends).
Earlier adoption is prohibited. The effective date of this statement is
the same as that of the related Accounting Standards Codification 805
(revised 2007). The registrant adopted this Statement beginning March
1, 2009. It is not believed that this will have an impact on the
registrant's consolidated financial position, results of operations or
cash flows.
In December 2007, the Accounting Standards Codification, issued
Accounting Standards Codification 805 (revised 2007), Business
Combinations.' This Statement establishes principles and requirements
for how the acquirer: (a) recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed,
and any noncontrolling interest in the acquiree; (b) recognizes and
measures the goodwill acquired in the business combination or a gain
from a bargain purchase; and (c) determines what information to
disclose to enable users of the financial statements to evaluate the
nature and financial effects of the business combination. This
statement applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. An entity may
not apply it before that date. The effective date of this statement is
11
the same as that of the related Accounting Standards Codification 810,
Noncontrolling Interests in Consolidated Financial Statements. The
registrant adopted this statement beginning March 1, 2009. It is not
believed that this will have an impact on the registrant's consolidated
financial position, results of operations or cash flows.
In February 2007, the Accounting Standards Codification, issued
Accounting Standards Codification 810, The Fair Value Option for
Financial Assets and Liabilities-Including an Amendment of Accounting
Standards Codification 320. This standard permits an entity to choose
to measure many financial instruments and certain other items at fair
value. This option is available to all entities. Most of the provisions
in Accounting Standards Codification 810 are elective; however, an
amendment to Accounting Standards Codification 320 Accounting for
Certain Investments in Debt and Equity Securities applies to all
entities with available for sale or trading securities. Some
requirements apply differently to entities that do not report net
income. Accounting Standards Codification 810 is effective as of the
beginning of an entities first fiscal year that begins after November
15, 2007. Early adoption is permitted as of the beginning of the
previous fiscal year provided that the entity makes that choice in the
first 120 days of that fiscal year and also elects to apply the
provisions of ASC 810 Fair Value Measurements. The registrant adopted
Accounting Standards Codification 810 beginning March 1, 2008 and is
currently evaluating the potential impact the adoption of this
pronouncement will have on its consolidated financial statements.
In September 2006, the Accounting Standards Codification issued
Accounting Standards Codification 820, Fair Value Measurements. This
statement defines fair value, establishes a framework for measuring
fair value in generally accepted accounting principles, and expands
disclosures about fair value measurements. This statement applies under
other accounting pronouncements that require or permit fair value
measurements, the Board having previously concluded in those accounting
pronouncements that fair value is the relevant measurement attribute.
Accordingly, this statement does not require any new fair value
measurements. However, for some entities, the application of this
statement will change current practice. This statement is effective for
financial statements issued for fiscal years beginning after November
15, 2007, and interim periods within those fiscal years. Earlier
application is encouraged, provided that the reporting entity has not
yet issued financial statements for that fiscal year, including
financial statements for an interim period within that fiscal year. The
registrant adopted this statement March 1, 2008, and it is not believed
that this will have an impact on the registrant's consolidated
financial position, results of operations or cash flows.
These new accounting pronouncements are not currently expected to have
a material effect on our financial Statements, except as noted above.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.
The registrant does not have any significant market risk exposures.
12
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
THOMAS J. HARRIS
CERTIFIED PUBLIC ACCOUNTANT
3901 STONE WAY N., SUITE 202
SEATTLE, WA 98103
206.547.6050
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
GLOBALINK, LTD.
Vancouver,B.C., Canada
We have audited the balance sheets of GLOBALINK, LTD. AND SUBSIDIARY,
as at DECEMBER 31, 2010 AND 2009, the statements of earnings and
deficit, stockholders' deficiency and cash flows for the periods then
ended Theses financial statements are the responsibility of the
company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. I believe that my audit
provides a reasonable basis for my opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of GLOBALINK
LTD. AND SUBSIDIARY, as of December 31, 2010 and the results its their
operations and its cash flows for the periods then ended in conformity
with generally accepted accounting principles accepted in the United
States of America.
/s/Thomas J. Harris
---------------------
Thomas J Harris, CPA
April 13, 2011
13
GLOBALINK, LTD. and Subsidiary
Consolidated Balance Sheet
December 31, 2010 and 2009
(Expressed in U.S. Dollars)
2010 2009
-------- --------
ASSETS
CURRENT ASSETS:
Cash $405,091 $288,978
Term deposit
Accounts receivable trade 232,756 149,000
Other Receivable 61,798
Other Current Assets 2,453 7,857
-------- --------
TOTAL CURRENT ASSETS 640,300 507,633
-------- --------
Fixed assets, net of accumulated depreciation 9,577 13,820
Goodwill 274,449 274,449
-------- --------
TOTAL ASSETS $924,326 $795,902
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable and Accrual $579,564 $387,298
Notes payable One World Acquisition 159,105
Dividends payable
Other current liabilities 50,580
-------- --------
TOTAL CURRENT LIABILITIES 630,144 546,403
-------- --------
OTHER LIABILITIES:
Advances from Shareholders 14,983 49,526
-------- --------
TOTAL OTHER LIABILITIES 14,983 49,526
-------- --------
TOTAL LIABILITIES 645,127 595,929
-------- --------
STOCKHODLERS' EQUITY:
Common Stock, $.0002 par value 500,000,000
shares authorized and 24,785,000 shares
issued and outstanding 4,957 4,957
Common Stock authorized, issued and
outstanding 1,000,000 shares
Preferred Stock authorized, issued and
outstanding 1,000,000 shares
14
Paid-in Surplus 403,243 403,243
Retained earning (129,001) (208,227)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 279,199 199,973
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $924,326 $795,902
======== ========
The accompanying notes are an integral part of these statements
15
GLOBALINK, LTD. And Subsidiary
Consolidated Statements of Operations
For the year ended December 31, 2010 and 2009
(Expressed in U.S. Dollars)
For twelve months For twelve months
ended ended
12/31/10 12/31/09
---------- ----------
Revenue $ 373,772 $ 305,404
Expenses
Wages and salaries 169,416 138,287
Expenses from subsidiary
Other administrative expenses 184,481 193,746
---------- ----------
353,897 332,033
---------- ----------
Income (deficit) from operations 19,875 (26,629)
---------- ----------
Other income and expenses 59,351 86,189
---------- ----------
Income before income taxes 79,226 59,560
Income tax -
---------- ----------
Income for the period $ 79,226 $ 59,560
========== ==========
Basic and Diluted Loss per Share 0.0032 0.0024
========== ==========
Weighted Number of Common Shares 24,785,000 24,785,000
---------- ----------
The accompanying notes are an integral part of these statements
16
GLOBALINK, LTD. And Subsidiary
Consolidated Statements of Shareholders' Equity (Deficit)
For the Years Ended December 31, 2010
(Expressed in U.S. Dollars)
Total
Number of Common Preferred Paid In Retained Stockholders'
Shares Stock Stock Surplus Earnings Equity
---------- ------ ------ -------- --------- --------
Balance - June 30, 2006 2,000,000 $6,382 $6,382 $ - $ 221,660 $234,424
Net Income 2007 70,743 70,743
---------- ------ ------ -------- --------- --------
Balance at June 30, 2007 2,000,000 6,382 6,382 - 292,403 305,167
Dividends paid (29,502) (29,502)
Net income 2008 - - - 119,371 119,371
---------- ------ ------ -------- --------- --------
Balance at June 30, 2008 2,000,000 6,382 6,382 - 382,272 395,036
Effects of merger (39,283) (39,283)
Net income July 1, 2008
through October 31, 2008 19,598 19,598
---------- ------ ------ -------- --------- --------
Balance at
October 31, 2008 2,000,000 $6,382 $6,382 $ - $ 362,587 $375,351
========== ====== ====== ======== ========= ========
Effect of 5 for 1 stock
split and reduction of
par value to .0002 22,785,000 4,557 223,643 (160,956) 67,244
Shares issued in
acquisition of OneWorld
Hotel Destination
Services, Inc. 2,000,000 400 179,600 - 180,000
Net loss for the year
ended December 31, 2008 (106,831) (106,831)
---------- ------ ------ -------- --------- --------
Balance at
December 31, 2008 24,785,000 4,957 403,243 (267,787) 140,413
Net Income for the year
ended December 31, 2009 59,560 59,560
---------- ------ ------ -------- --------- --------
Balance at
December 31, 2009 24,785,000 4,957 - 403,243 (208,227) 199,973
Net Income for the year
ended December 31, 2010 79,226
---------- ------ ------ -------- --------- --------
Balance at
December 31, 2010 24,785,000 $4,957 $ - $403,243 $(129,001)$199,973
========== ====== ====== ======== ========= ========
The accompanying notes are an integral part of these statements
17
GLOBALINK, LTD.
Consolidated Statement of Cash Flows
For the year ended December 31, 2010 and 2009
(Expressed in U.S. Dollars)
For Year Ended For Year Ended
December 31, 2010 December 31, 2009
----------------- -----------------
Cash Flows from Operating Activities
Profit/(loss) for the period $ 79,226 $ 59,560
Less Depreciation not requiring
use of funds 4,243 4,089
Net loss on exchange transactions
Income taxes (paid)/refunded
Net changes in working capital balances
(Increase)/decrease accounts receivable (83,756) (39,594)
Other Receivable 61,798 (33,055)
(Increase)/decrease in other
current assets 5,404 14,526
Increase/(decrease) in accounts
payable and accruals 192,266 (4,453)
(Due to)/refunded government agencies 0
Increase in the current liabilities 50,580 0
-------- --------
Cash flows provided/(used) in
operating activities 309,761 1,073
-------- --------
Cash Flows from Financing Activities
Increase/(decrease) in advances
from shareholders (34,543) 19,136
Cash dividend
Share capital issued
-------- --------
Cash flows from financing activities (34,543) 19,136
-------- --------
Cash Flows from Investing Activities
Acquisition of capital assets
Note payable for purchase of sub (159,105) (310,695)
Purchase effects of subsidiary
Cash from acquisition of Subsidiary
-------- --------
Cash flows from (used in) investing
activities (159,105) (310,695)
-------- --------
18
Net (Decrease) Increase in Cash and
Cash Equivalents 116,113 (290,486)
Cash and Cash Equivalents at
Beginning of Period 288,978 579,464
-------- --------
Cash and Cash Equivalents at End of Period $405,091 $288,978
======== ========
Represented by:
Cash 405,091 288,978
Term
-------- --------
$405,091 $288,978
======== ========
The accompanying notes are an integral part of these statements
19
GLOBALINK LTD. And Subsidiary
Notes to Financial Statements
December 31, 2010
(Expressed in U.S. Dollars)
Audited
1. Nature of Operations
GLOBALINK LTD. was incorporated in the State of Nevada on February 3,
2006. GLOBALINK has focused its efforts in the Internet Hotel booking
services arena. The Company has developed a proprietary online hotel
booking program for connecting users with available rooms in hotels
across the world. In order to gain the access to the hotels, GLOBALINK
LTD. acquired OneWorld Hotel Destination Service Inc in Vancouver, B.C.
Canada on October 31, 2008. OneWorld Hotel Destination Service Inc is
a hotel booking company which has established strong relationships with
major hotel chains such as Radisson, Hilton and Sheraton. Its clients
include travel agents in major cities such as Vancouver, Toronto,
Calgary, and Montreal. After the acquisition the Company intends to put
the OneWorld operations into the online platform.
Our hotel travel booking web site for the business-to-business stage is
now under testing prior to the official launching. The initial 39,000
available hotel rooms have been uploaded to the site, and will
facilitate travel agencies to book rooms directly via the internet
without having to personally call the office for booking. Official
launching is anticipated to be in the early second quarter of 2011.
Initially the web site will only facilitate the company's travel agency
customers, who already have or will set up accounts with us (B to B).
B to B is defined as business interactions between one business entity
(OneWorld) to other business entities (the travel agencies in the
travel industry). Our next stage of the web site development will be to
facilitate non-business customers such that any individuals wishing to
book rooms themselves may do so from our web site instead of booking
through their travel agencies (B to C). B to C is defined as business
interactions between a business entity (OneWorld) and the individual
customers, be they an individual or corporation, whose business is not
related to the travel industry. We anticipate this 2nd stage of the
web site would be ready for launching during the last quarter of 2011.
2. Accounting Policies
The financial statements have been prepared in accordance with
generally accepted accounting principles accepted in the United States
of America and reflect the following policies:
a) Translation of foreign currencies
Monetary assets and liabilities in foreign currencies are translated
into United States dollars at the prevailing year-end exchange rates.
Revenue and expense items are translated at the average rates in effect
during the month of transaction. Resulting exchange gains and losses on
transactions are included in the determination of earnings for the
year. The exchange gain for the period from January 1 to December 31,
2009 is $86,189 and an exchange loss of $59,351 for the year ended
December 31, 2010.
20
b) Financial instruments
The company's financial instruments consist of accounts receivable,
accounts payable, directors' fees payable and advances from
shareholders. It is management's opinion that the company is not
exposed to significant interest rate risk arising from these financial
instruments and that their carrying values approximate their fair
values.
c) Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles accepted in the United States of America
requires management to make estimates and assumptions which affect the
reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial
statements and revenues and expenses for the year reported. Actual
results could differ from those estimates.
d) Stock-based compensation
Accounting Standards Codification 718, Accounting for Stock-based
compensation requires companies to record compensation cost for stock-
based employee compensation to be measured at the grant date, and not
subsequently revised. The company has chosen to continue to account for
stock-based compensation using the provisions of ASC 718. In addition
the company's policy is to account for all stock based transactions in
conformance with ASC 718.
e) Income taxes
Deferred income taxes are reported for timing differences between items
of income or expense reported in the financial statements and those
reported for income tax purposes in accordance with Accounting
Standards Codification regarding Accounting for Income Taxes, which
requires the use of the asset/liability method of accounting for income
taxes. Deferred income taxes and tax benefits are recognized for the
future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities
and their respective tax bases, and for tax loss and credit
carryforwards. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or
settled. Deferred taxes are provided for the estimated future tax
effects attributable to temporary differences and carryforwards when
realization is more likely than not.
f) Net income per share of common stock
We have adopted Accounting Standards Codification regarding Earnings
per Share, which requires presentation of basic and diluted EPS on the
face of the income statement for all entities with complex capital
structures and requires a reconciliation of the numerator and
denominator of the basic EPS computation to the numerator and
denominator of the diluted EPS computation. In the accompanying
financial statements, basic earnings per share of common stock is
computed by dividing net income by the weighted average number of
21
shares of common stock outstanding during the period. We do not have a
complex capital structure requiring the computation of diluted earnings
per share.
g) Revenue recognition
Revenue is recorded when the corresponding expense can be recognized.
Specially, room revenue is recorded when the client checks into the
room. Due to this matching principle revenue is reported by the net
proceeds of the services performed as required by Accounting Standards
Codification 605.
h) Accounts receivable
Trade receivables are carried at original invoice amount. Accounts
receivable are written off to bad debt expense using the direct write-
off method. Receivables past due for more than 120 days are considered
delinquent. Management determines uncollectible accounts by regularly
evaluating individual customer receivables and considering a customer's
financial condition, credit history, and current economic conditions
and by using historical experience applied to an aging of accounts.
Recoveries of trade receivables previously written off are recorded
when received.
3. Fixed assets
Furniture, fixtures and equipment are recorded at cost. Depreciation
is provided annually at rates calculated to write off the assets over
their estimated useful lives as follows, except in the year of
acquisition when one half of the rate is used. The Company uses an
accelerated method of depreciating their assets over their useful
lives.
Computer equipment acquired
before March 24, 2004 30%, declining balance
Computer equipment acquired
after March 23, 2004 45%, declining balance
Furniture and equipment 20%, declining balance
Leasehold improvements 20%, straight line
4. Advances from Shareholders
Advances from shareholders are for the reimbursement of expenses
incurred on behalf of the company by the three principal shareholders
and they bear no interest due. These notes are short term advances
which are paid generally within one year. The balance at December 31,
2009 is $49,526 and $30,523 for June 30, 2010.
5. Federal income tax:
We follow Accounting Standards Codification regarding Accounting for
Income Taxes. Deferred income taxes reflect the net effect of (a)
temporary difference between carrying amounts of assets and liabilities
for financial purposes and the amounts used for income tax reporting
purposes, and (b) net operating loss carryforwards. No net provision
for refundable Federal income tax has been made in the accompanying
22
statement of loss because no recoverable taxes were paid previously.
Similarly, no deferred tax asset attributable to the net operating loss
carryforward has been recognized, as it is not deemed likely to be
realized.
The provision for refundable Federal income tax consists of the
following:
12/31/2010 12/31/2009
Refundable Federal income tax attributable to:
Current operations $26,936 $20,250
Less, Nondeductible expenses 0 0
Less, Change in valuation allowance (26,936) (20,250)
Net refundable amount 0 0
The cumulative tax effect at the expected rate of 34% of significant
items comprising our net deferred tax amount is as follows:
12/31/2010 12/31/2009
Deferred tax asset attributable to:
Net operating loss carryover $43,860 $70,797
Less, Valuation allowance (43,860) (70,797)
Net deferred tax asset 0 0
At December 31, 2010, an unused net operating loss carryover
approximating $129,001 is available to offset future taxable income; it
expires beginning in 2018. Due to the change of control of the
Company, the use of the net operating loss may be limited in the
future.
6. Operating Leases
The Company leases its administrative offices for US$938 per month. The
lease expires in May 2011. The operating lease expense for the year
ended December 31, 2009 and 2008 was $1,876. Future minimum lease
payments are as follows:
Year ending December 31,
2010 $11,256
2011 11,256
-------
$22,512
=======
23
GLOBALINK LTD. And Subsidiary
Notes to Financial Statements
December 31, 2010
(Expressed in U.S. Dollars)
Audited
7. Supplemental information - consolidated statements
One World GlobaLink
12/31/2009 12/31/2009 Eliminations Consolidated
-------- -------- --------- --------
ASSETS
Current Assets:
Cash $271,824 $ 17,154 $288,978
Accounts receivable 149,000 - 149,000
Other receivable 372,493 (310,695) 61,798
Investment in subsidiary 431,401 (431,401) -
Other current assets 7,648 209 7,857
-------- -------- --------- --------
Total current assets 800,965 448,764 (742,096) 507,633
Fixed assets, net
of accumulated
depreciation 6,436 7,384 13,820
Goodwill 274,449 274,449
-------- -------- --------- --------
TOTAL ASSETS $807,401 $730,597 $(742,096) $795,902
======== ======== ========= ========
LIABILITIES AND SHAREHOLDERS EQUITY
Current Liabilities
Accounts payable $356,997 $ 30,301 $387,298
Notes payable 469,800 $(310,695) 159,105
Other current
liabilities 19,003 30,523 49,526
-------- -------- --------- --------
Total current
liabilities 376,000 530,624 (310,695) 595,929
Shareholders Equity
Common stock 19,102 4,957 (19,102) 4,957
Paid in surplus - 403,243 402,243
Retained earnings/
(deficit) 412,299 (208,227) (412,299) (208,227)
-------- -------- --------- --------
Total shareholders
equity 431,401 199,973 (431,401) 199,973
-------- -------- --------- --------
TOTAL LIABILITIES AND
SHAREHOLDERS EQUITY $807,401 $730,597 $(742,096) $795,902
======== ======== ========= ========
24
GLOBALINK LTD. And Subsidiary
Notes to Financial Statements
December 31, 2010
(Expressed in U.S. Dollars)
Audited
For the year ended December 31, 2010
------------------------------------
One World Global Eliminations Consolidated
-------- ------- --- --------
Revenue: $305,404 $ - $305,404
Expenses:
Wages and salaries 138,287 138,287
Subsidiary expenses -
Other administrative
expenses 163,167 30,579 193,746
-------- ------- --- --------
Total expenses 301,454 30,579 - 332,033
-------- ------- --- --------
Income/(loss) from operations 3,950 (30,579) - (26,629)
Other income/(expenses) 28,570 57,619 86,189
-------- ------- --- --------
Income before income taxes 32,520 27,040 - 59,560
Income taxes -
-------- ------- --- --------
Net income/(loss) $ 32,520 $27,040 $ - $ 59,560
======== ======= === ========
25
GLOBALINK LTD. And Subsidiary
Notes to Financial Statements
December 31, 2010
(Expressed in U.S. Dollars)
Audited
One World GlobaLink
12/31/2010 12/31/2010 Eliminations Consolidated
---------- ---------- --------- ------------
ASSETS
Current Assets:
Cash $ 401,428 $ 3,663 $405,091
Accounts receivable 232,756 - 232,756
Other receivable 389,222 (389,222) -
Investment in subsidiary 528,475 (528,475) -
Other current assets 2,244 209 2,453
========== ======== ========= ========
Total current assets 1,025,650 532,347 (917,697) 640,300
Fixed assets, net
of accumulated
depreciation 5,340 4,237 9,577
Goodwill 274,449 274,449
---------- -------- --------- --------
TOTAL ASSETS $1,030,990 $811,033 $(917,697) $924,326
========== ======== ========= ========
LIABILITIES AND SHAREHOLDERS EQUITY
Current Liabilities
Accounts payable $ 467,475 $112,089 $579,564
Notes payable 14,983 389,222 $(389,222) 14,983
Other current
liabilities 20,057 30,523 50,580
---------- -------- --------- --------
Total current
liabilities 502,515 531,834 (389,222) 645,127
Shareholders Equity
Common stock 19,960 4,957 (19,960) 4,957
Paid in surplus 403,243 403,243
Retained earnings/
(deficit) 508,515 (129,001) (508,515) (129,001)
---------- -------- --------- --------
Total shareholders equity 528,475 279,199 (528,475) 279,199
---------- -------- --------- --------
TOTAL LIABILITIES AND
SHAREHOLDERS EQUITY $1,030,990 $811,033 $(917,697) $924,326
========== ======== ========= ========
26
GLOBALINK LTD. And Subsidiary
Notes to Financial Statements
December 31, 2010
(Expressed in U.S. Dollars)
Audited
For the year ended December 31, 2010
------------------------------------
One World Global Eliminations Consolidated
--------- -------- ---- --------
Revenue: $373,772 $ - $373,772
Expenses:
Wages and salaries 169,416 169,416
Subsidiary expenses -
Other administrative
expenses 167,491 16,990 184,481
-------- -------- --- --------
Total expenses 336,907 16,990 - 353,897
-------- -------- --- --------
Income/(loss) from operations 36,865 (16,990) - 19,875
Other income/(expenses) 59,351 59,351
-------- -------- --- --------
Income before income taxes 96,216 (16,990) - 79,226
Income taxes -
-------- -------- --- --------
Net income/(loss) $ 96,216 $(16,990) $ - $ 79,226
======== ======== === ========
8. Business Combinations
Effective October 31, 2008, the Company issued 2,000,000 shares of
common stock and a notes payable to acquire all of the outstanding
stock of OneWorld Hotel Destination Services, Inc. The purchase is
being accounted for as an acquisition as required by SFAS No. 141. Due
to SFAS No. 141 OneWorld Hotel Destination Services, Inc. is considered
the predecessor company. Goodwill has been recorded and listed as
another asset. The purchase is being reported and operating as a
wholly owned subsidiary of the parent company. The purchase has been
recorded as follows:
2,000,000 shares of common stock valued at $.09 each equals $180,000.
Notes payable at $469,800, with 1% interest and maturity dates of May
9, 2011 and October 19, 2011
Total purchase price of OneWorld Hotel Destination Services, Inc. was
$649,800.
Net assets of OneWorld Hotel Destination Services, Inc. was $375,351.
Goodwill recorded on purchase ($649,800 - $375,351) is $274,449.
27
The quote for the price of the stock was from Otcbb.com. It showed the
price of the stock to be in the $.10 range. The Company used a price
of $.09 because of the large volume of shares. That is also the price
used by the seller when he filed his Canadian income tax return. The
value used for the note was principal amount.
Net assets were calculated as follows:
One World
10/31/2008
--------
ASSETS
Current Assets:
Cash $623,005
Accounts receivable 252,698
Other current assets 17,224
--------
Total current assets 892,927
Other Asset 44,536
--------
TOTAL ASSETS 937,463
LIABILITIES
Current Liabilities
Accounts payable $560,263
Other current liabilities 1,849
--------
Total current liabilities 562,112
--------
NET ASSETS $375,251
========
Following is the pro forma balance sheet and income statement as of the
acquisition date, October 31, 2008.
One World GlobaLink
10/31/2008 10/31/2008 Eliminations Consolidated
-------- -------- --------- ----------
ASSETS
Current Assets:
Cash $623,005 $ 66,080 $ 689,085
Accounts receivable 252,698 251 252,949
Investment in subsidiary 375,351 375,351
Other current assets 17,224 17,224
-------- -------- --------- ----------
Total current assets 892,927 441,682 375,351 959,258
Other Assets:
Goodwill 274,449 274,449
Other 44,536 11,020 55,556
-------- -------- --------- ----------
TOTAL ASSETS $937,463 $727,151 $ 375,351 $1,289,263
======== ======== ========= ==========
28
LIABILITIES AND SHAREHOLDERS EQUITY
Current Liabilities
Accounts payable $560,263 $ 1,280 $ 561,543
Other current
liabilities 1,849 500,100 501,949
-------- -------- --------- ----------
Total current liabilities 562,112 501,380 - 1,063,492
Shareholders Equity
Common stock 6,382 4,957 (6,382) 4,957
Paid in surplus - 403,243 403,243
Preferred stock 6,382 (6,382) -
Retained earnings/
(deficit) 362,587 (182,429) (362,587) (182,429)
-------- -------- --------- ----------
Total shareholders
equity 375,351 225,771 (375,351) 225,771
-------- -------- --------- ----------
TOTAL LIABILITIES AND
SHAREHOLDERS EQUITY $937,463 $727,151 $(375,351) $1,289,263
======== ======== ========= ==========
GLOBALINK LTD. And Subsidiary
Notes to Financial Statements
December 31, 2010
(Expressed in U.S. Dollars)
Audited
January through October 31, 2008
--------------------------------
One World**Global Eliminations Consolidated
------- ------- ---- --------
Revenue $97,996 $ - $ - $97,996
Expenses:
Wages and salaries 44,386 44,386
Other administrative
expenses 28,821 8,990 37,811
------- ------- --- -------
Total expenses 73,207 8,990 - 82,197
======= ======= === =======
Income/(loss) from operations 24,789 (8,990) - 15,799
Other income/(expenses) (5,191) 1,088 (4,103)
------- ------- --- -------
Income before income taxes 19,598 (7,902) - 11,696
Income taxes -
------- ------- --- -------
Net income/(loss) $19,598 $(7,902) $ - $11,696
======= ======= === =======
** OneWorld is reported for the four months ended October 31, 2008.
29
9. Capital Stock
Authorized
500,000,000 Common shares with $0.0002 par value
Issued
24,785,000 shares
The Company issued 2,625,000 shares for cash of $.0133333 per share in
the amount of $35,000 and 1,125,000 shares for services at $.10 in the
amount of $112,500 in 2006.
The company also issued 807,000 shares at $.10 in the amount of $80,700
for cash under the filing with the Securities and Exchange Commission
of the United States in 2007.
The Company issued stock options of 100,000 each to three directors on
January 2, 2008; which expire on January 2, 2010. The strike price on
these shares were $0.10 per share. After the 5 for 1 stock split the
outstanding options were $500,000 per director at $0.02 per share.
On December 23, 2009 the Board of Directors extended these options to
January 2, 2012.
The Company has split its common stock on a 5 for 1 basis on July 1,
2008.
The Company has issued 2,000,000 shares to Vincent Au in exchange for
100% of his shares in One World Hotel Destination Service, Inc. on
October 31, 2008.
On March 30, 2010 the Board of Directors authorized an additional
400,000 shares of common stock each to three directors. The options
expire on March 31, 2012 and have a strike of $0.01 per share.
10. Net Revenue
The Company follows the reporting requirements of Accounting Standards
Codification 605, which requires revenue to be reported net after
costs. Following is the gross revenue and expenses for the period
ending December 31, 2009 and the nine months ended September 30, 2010:
12/31/2009 12/31/2010
---------- ----------
Gross Revenue $2,612,970 $3,166,602
Cost of Revenue 2,307,566 2,792,830
---------- ----------
Net Revenue $ 305,404 $ 373,772
========== ==========
11. Stock Based Compensation
On January 2, 2008 the Board of Directors approved a motion to extend
to three Directors options to purchase 100,000 shares of common stock
(pre 5:1 split) at $.10 per share to expire on January 2, 2010. On
December 23, 2009 the Directors extended the options to January 2,
30
2012. No expense has been added as a result of the issuance of these
options because the stock was trading and still is trading below the
option price.
12. New accounting pronouncements:
In May 2008, the Accounting Standards Codification issued 944,
"Accounting for Financial Guarantee Insurance Contracts-and
interpretation of Accounting Standards Codification 944". Accounting
Standards Codification 944 clarifies how Accounting Standards
Codification 944 applies to financial guarantee insurance contracts,
including the recognition and measurement of premium revenue and claims
liabilities. This statement also requires expanded disclosures about
financial guarantee insurance contracts. Accounting Standards
Codification 944 is effective for fiscal years beginning on or after
December 15, 2008, and interim periods within those years. Accounting
Standards Codification 944 has no effect on the Company's financial
position, statements of operations, or cash flows at this time.
In March 2008, the Accounting Standards Codification issued 815,
Disclosures about Derivative Instruments and Hedging Activities-an
amendment of Accounting Standards Codification 815. This standard
requires companies to provide enhanced disclosures about (a) how and
why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under 815 and
its related interpretations, and (c) how derivative instruments and
related hedged items affect an entity's financial position, financial
performance, and cash flows.
This Statement is effective for financial statements issued for fiscal
years and interim periods beginning after November 15, 2008, with early
application encouraged. The Company has not yet adopted the provisions
of Accounting Standards Codification 815, but does not expect it to
have a material impact on its consolidated financial position, results
of operations or cash flows.
In December 2007, the Accounting Standards Codification 815,
Noncontrolling Interests in Consolidated Financial Statements-an
amendment of Accounting Standards Codification 810. This statement
amends Accounting Standards Codification 810 to establish accounting
and reporting standards for the noncontrolling interest in a subsidiary
and for the deconsolidation of a subsidiary. It clarifies that a
noncontrolling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the
consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a
result, considerable diversity in practice existed. So-called minority
interests were reported in the consolidated statement of financial
position as liabilities or in the mezzanine section between liabilities
and equity. This statement improves comparability by eliminating that
diversity. This statement is effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15,
2008 (that is, January 1, 2009, for entities with calendar year-ends).
Earlier adoption is prohibited. The effective date of this statement is
31
the same as that of the related Accounting Standards Codification 805
(revised 2007). The Company adopted this Statement beginning March 1,
2009. It is not believed that this will have an impact on the Company's
consolidated financial position, results of operations or cash flows.
In December 2007, the Accounting Standards Codification, issued
Accounting Standards Codification 805 (revised 2007), Business
Combinations.' This Statement establishes principles and requirements
for how the acquirer: (a) recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed,
and any noncontrolling interest in the acquiree; (b) recognizes and
measures the goodwill acquired in the business combination or a gain
from a bargain purchase; and (c) determines what information to
disclose to enable users of the financial statements to evaluate the
nature and financial effects of the business combination. This
statement applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. An entity may
not apply it before that date. The effective date of this statement is
the same as that of the related Accounting Standards Codification 810,
Noncontrolling Interests in Consolidated Financial Statements. The
Company adopted this statement beginning March 1, 2009. It is not
believed that this will have an impact on the Company's consolidated
financial position, results of operations or cash flows.
In February 2007, the Accounting Standards Codification, issued
Accounting Standards Codification 810, The Fair Value Option for
Financial Assets and Liabilities-Including an Amendment of Accounting
Standards Codification 320. This standard permits an entity to choose
to measure many financial instruments and certain other items at fair
value. This option is available to all entities. Most of the provisions
in Accounting Standards Codification 810 are elective; however, an
amendment to Accounting Standards Codification 320 Accounting for
Certain Investments in Debt and Equity Securities applies to all
entities with available for sale or trading securities. Some
requirements apply differently to entities that do not report net
income. Accounting Standards Codification 810 is effective as of the
beginning of an entities first fiscal year that begins after November
15, 2007. Early adoption is permitted as of the beginning of the
previous fiscal year provided that the entity makes that choice in the
first 120 days of that fiscal year and also elects to apply the
provisions of ASC 810 Fair Value Measurements. The Company adopted
Accounting Standards Codification 810 beginning March 1, 2008 and is
currently evaluating the potential impact the adoption of this
pronouncement will have on its consolidated financial statements.
In September 2006, the Accounting Standards Codification issued
Accounting Standards Codification 820, Fair Value Measurements. This
statement defines fair value, establishes a framework for measuring
fair value in generally accepted accounting principles (GAAP), and
expands disclosures about fair value measurements. This statement
applies under other accounting pronouncements that require or permit
fair value measurements, the Board having previously concluded in those
accounting pronouncements that fair value is the relevant measurement
32
attribute. Accordingly, this statement does not require any new fair
value measurements. However, for some entities, the application of this
statement will change current practice. This statement is effective for
financial statements issued for fiscal years beginning after November
15, 2007, and interim periods within those fiscal years. Earlier
application is encouraged, provided that the reporting entity has not
yet issued financial statements for that fiscal year, including
financial statements for an interim period within that fiscal year. The
Company adopted this statement March 1, 2008, and it is not believed
that this will have an impact on the Company's consolidated financial
position, results of operations or cash flows.
These new accounting pronouncements are not currently expected to have
a material effect on our financial Statements, except as noted above.
33
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None
ITEM 9A. CONTROLS AND PROCEDURES
Controls and Procedures.
Evaluation of Disclosure Controls and Procedures:
We maintain disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act that are designed to
insure that information required to be disclosed in the reports we file
or submit under the Exchange Act is recorded, processed, summarized and
reported within the periods specified in the Securities and Exchange
Commission's rules and forms and that such information is accumulated
and communicated to our management, including our chief executive
officer and chief financial officer, or the persons performing similar
functions, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our CEO and CFO, or
the persons performing similar functions, our management has evaluated
the effectiveness of our disclosure controls and procedures as of the
end of the period covered by this annual report. Based on that
evaluation, our CEO and CFO, or the persons performing similar
functions, concluded that our disclosure controls and procedures were
not effective as of December 31, 2010.
The registrant originally filed its Form 10-K for the year ended
December 31, 2008 on April 15, 2009. Miscommunications between the
registrant and its experts led to delays in the resolution of SEC
comments and the necessity of a revision of the accounting treatment
for the acquisition of OneWorld Hotel Destination Service and other
related disclosures. Management has implemented additional internal
controls to ensure that similar situations do not occur in the future.
Management's Annual Report on Internal Control over Financial
Reporting:
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting. Our internal control over
financial reporting is the process designed by and under the
supervision of our CEO and CFO, or the persons performing similar
functions, to provide reasonable assurance regarding the reliability of
our financial reporting and the preparation of our financial statements
for external reporting in accordance with accounting principles
generally accepted in the United States of America. Management has
evaluated the effectiveness of our internal control over financial
reporting using the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control over
Financial Reporting - Guidance for Smaller Public Companies.
34
Under the supervision and with the participation of our CEO and CFO, or
the persons performing similar functions, our management has assessed
the effectiveness of our internal control over financial reporting as
of December 31, 2010, and concluded that it is not effective due to the
reasons discussed above.
This annual report does not include an attestation report of the
registrant's registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject
to attestation by the registrant's registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission
that permit the registrant to provide only management's report in this
annual report.
Evaluation of Changes in Internal Control over Financial Reporting:
Under the supervision and with the participation of our CEO and CFO, or
those persons performing similar functions, our management has
evaluated changes in our internal controls over financial reporting
that occurred during the fourth quarter of 2010. Based on that
evaluation, our CEO and CFO, or those persons performing similar
functions, did not identify any change in our internal control over
financial reporting that has materially affected, or is reasonably
likely to materially affect, our internal control over financial
reporting.
ITEM 9B. OTHER INFORMATION
None
35
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Our bylaws provide that the number of directors who shall constitute
the whole board shall be such number as the board of directors shall at
the time have designated. We confirm that the number of authorized
directors has been set at three (3) pursuant to our bylaws. Each
director shall be selected for a term of one year and until his
successor is elected and qualified. Vacancies are filled by a majority
vote of the remaining directors then in office with the successor
elected for the unexpired term and until the successor is elected and
qualified.
The directors and executive officers are as follows:
NAME AGE POSITIONS HELD SINCE
Robin Young 67 President/Director Inception to
Present
Ben Choi 55 Treasurer/Director Inception to
Present
Daniel Lo 44 Secretary/Director Inception to
Present
Business Experience of Officers and Directors
Robin Young, President and Director, has been the principal of Young
Engineering Corporation, an engineering consultant firm for the
building industry since 1975. He has also been the president of
Landtek Properties Ltd., a development company since 1994 and Coreng
Construction Corporation, a company providing project and construction
management as well as general contracting from 1976 to 1990. Mr. Young
was listed in the "Who's Who in British Columbia" and "International
Who's Who of Professionals". Mr. Young received a bachelor of applied
science degree in civil engineering from the University of British
Columbia in 1963. He conducted his post-graduate studies both at
McGill University and at Concordia University and received his master's
degree in civil and structural engineering in 1970 from Concordia
University.
Ben Choi, Treasurer and Director, is a software development consultant.
From 2001 to present, Mr. Choi has been project manager of NewViews
Health Care Consultants Ltd, a company which develops health care
software programs. He has also been the project leader of developing
Pharmacy Claims Adjudicate Software, a Health Canada, Non-Insurance
Health Benefit Pilot project & Medical Transportation Software for
Alberta Regional Health Department. Mr. Choi has extensive consulting
experiences in the technology fields including network services,
hardware and software sales and implementation. Mr. Choi received a
36
Bachelor of Science degree from the University of Winnipeg in 1976. In
1988, he took courses in computer programming and data processing at
the University of Alberta.
Daniel Lo, Secretary and Director, has been the president of LCF
Advanced Technology Ltd which is a leading computer hardware solution
company in Western Canada since 1996. LCF is an Intel Premier Partner
and Microsoft Certified partner. In 1998, Mr. Lo led LCF to become an
ISO 2002 company and upgraded the company into the new ISO 2001:2000
standard in 2003. The ISO 2001:2000 standard is an international
quality management system which ensures consistency and improvement of
working practices, including the products and services product. In
1986, Mr. Lo received his business administration degree in finance
from Simon Fraser University, BC.
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the Securities Exchange Act of 1934, as amended,
an officer, director, or greater-than-10% shareholder of the registrant
must file a Form 4 reporting the acquisition or disposition of
registrant's equity securities with the Securities and Exchange
Commission no later than the end of the second business day after the
day the transaction occurred unless certain exceptions apply.
Transactions not reported on Form 4 must be reported on Form 5 within
45 days after the end of the registrant's fiscal year. Such persons
must also file initial reports of ownership on Form 3 upon becoming an
officer, director, or greater-than-10% shareholder. To our knowledge,
based solely on a review of the copies of these reports furnished to
it, the officers, directors, and greater than 10% beneficial owners
have not complied with all applicable Section 16(a) filing requirements
during 2010.
Code of Ethics Policy
The registrant has prepared but has not yet adopted a code of ethics
that applies to our principal executive officer, principal financial
officer, principal accounting officer or controller or persons
performing similar functions.
Corporate Governance
There have been no changes in any state law or other procedures by
which security holders may recommend nominees to our board of
directors. In addition to having no nominating committee for this
purpose, we currently have no specific audit committee and no audit
committee financial expert. Based on the fact that our current
business affairs are simple, any such committees are excessive and
beyond the scope of our business and needs.
ITEM 11. EXECUTIVE COMPENSATION
Since inception in February 2006, we have issued 375,000 shares of the
company securities to each of the president, secretary and treasurer as
compensation for their services performed to and on behalf of the
37
Company. No executive compensation in cash has been made. We may
elect to award a cash bonus to key employees, directors, officers and
consultants based on meeting individual and corporate planned
objectives. We have not entered into any employment agreements with
our officers, however, we estimate that the executive officers will be
paid an annual salary of $84,000 each.
Directors Compensation. We do not have any standard arrangements by
which directors are compensated for any services provided as a
director. No cash has been paid to the directors in their capacity as
such.
The registrant issued stock options of 100,000 each to three directors
on January 2, 2008; which expire on January 2, 2010. The strike price
on these shares were $0.10 per share. After the 5 for 1 stock split,
the outstanding options were $500,000 per director at $0.02 per share.
On December 23, 2009, the board of directors extended these options to
January 2, 2012.
On March 30, 2010, the board of directors authorized an additional
400,000 shares of common stock each to three directors. The options
expire on March 31, 2012 and have a strike of $0.01 per share.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDERS MATTERS
The following table sets forth, as of December 31, 2010, the number and
percentage of outstanding shares of the registrant's common stock owned
by (i) each person known to us to beneficially own more than 5% of its
outstanding common stock, (ii) each director, (iii) each named
executive officer, and (iv) all officers and directors as a group.
38
Name of Beneficial Owners Common Stock
Beneficially Owned Percentage(1)
Robin Young 3,750,000 15.13%
426 Main Street
Suite #202
Vancouver, B.C. V6A 2T4
Ben Choi 3,750,000 15.13%
426 Main Street
Suite #202
Vancouver, B.C. V6A 2T4
Daniel Lo 3,750,000 15.13%
333 - 13988 Cambie Road
Richmond, B.C. Canada V6V 2K4
Directors and Officers,
as a group(3 persons) 11,250,000 45,39%
Barry Phillips 3,750,000 15.13%
7903 - 93a Ave.
Edmonton, Alberta T6C 1V2
Petula Wong 3,750,000 15.13%
Rm C 12/F 55 Tong Mi Road
Kowloon, Hong Kong
Vincent Au 2,000,000 8.07%
426 Main Street
Suite #202
Vancouver, B.C. V6A 2T4
(1) Based upon 24,785,000 issued and outstanding as of December 31,
2010.
All the above-named officers and directors would be deemed to be
promoters of Globalink.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
Shareholder Advances. Advances from shareholders are for the
reimbursement of expenses incurred on behalf of the registrant by Robin
Young and Ben Choi, officers and directors of the registrant and they
bear no interest. These notes are short term advances which are paid
generally within one year. The balance at December 31, 2009 is $49,526
and $30,523 for December 31, 2010.
39
Director Independence.
The registrant's board of directors consists of Robin Young, Ben Choi
and Daniel Lo. None of them is independent as such term is defined by
a national securities exchange or an inter-dealer quotation system.
During the fiscal year ended December 31, 2010, there were no
transactions with related persons other than as described in the
section above entitled "Item 11. Executive Compensation".
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit Fees. We incurred aggregate fees and expenses of $15,000 and
$15,000 from Thomas J. Harris, CPA, respectfully for the 2010 and 2009
fiscal years. Such fees included work completed for our annual audit
and for the review of our financial statements included in our Forms
10-K and 10-Q.
Tax Fees. We did not incur any aggregate tax fees and expenses from
Thomas J. Harris, CPA for the 2010 and 2009 fiscal years for
professional services rendered for tax compliance, tax advice, and tax
planning.
All Other Fees. We incurred audit related fees of $0 and $0 from
Thomas J. Harris, CPA during fiscal 2010 and 2009. The Board of
Directors, acting as the Audit Committee considered whether, and
determined that, the auditor's provision of non-audit services was
compatible with maintaining the auditor's independence. All of the
services described above for fiscal years 2010 and 2009 were approved
by the Board of Directors pursuant to its policies and procedures. We
intend to continue using Thomas J. Harris, CPA solely for audit and
audit-related services, tax consultation and tax compliance services,
and, as needed, for due diligence in acquisitions.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1) List of Financial statements included in Part II hereof
Report of Independent Registered Public Accounting Firm
Balance Sheet:
December 31, 2010 and 2009
Statements of Operations:
For the year ended December 31, 2010 and 2009
Statements of Stockholders' Deficit:
For the year ended December 31, 2010
Statements of Cash Flows:
For the year ended December 31, 2010 and 2009
Notes to Financial Statements:
December 31, 2010
40
(a)(2) List of Financial Statement schedules included in Part IV
hereof: None
(a)(3) Exhibits
The following of exhibits are filed with this report:
(31.1) CEO 302 certification
(31.2) CFO 302 certification
(32.1) CEO 906 certification
(32.2) CFO 906 certification
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this
Report to be signed on its behalf by the undersigned duly authorized
person.
Dated: April 15, 2011
/s/Robin Young
------------------------------
By: Robin Young, President/CEO
In accordance with the requirements of the Securities Exchange Act of
1934, as amendment, this report has been signed by the following
persons in the capacities and on the dates stated.
Globalink, Inc.
(Registrant)
By: /s/Robin Young Dated: April 15, 2011
----------------------
Robin Young
Director, Chief Executive Officer
(As a duly authorized officer on behalf of the registrant and as
Principal Executive Officer)
By: /s/Ben Choi Dated: April 15, 2011
----------------------
Ben Choi
Chief Financial Officer, Controller and Director
By: /s/Daniel Lo Dated: April 15, 2011
----------------------
Daniel Lo
Director
