Attached files
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment 2 to
FORM 10-Q
[x] Quarterly Report Pursuant to Section 13 or 15(d) Securities
Exchange Act of 1934 for Quarterly Period Ended September 30, 2010
-OR-
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities And Exchange Act of 1934 for the transaction period from
_________ to________
Commission File Number 333-133961
Globalink, Ltd.
--------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 06-1812762
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification Number)
938 Howe Street, Suite 405
Vancouver, BC V6Z 1N9
Address of principal executive offices, Zip Code
(604) 828-8822
(Registrant's telephone number, including area code)
Indicate by check mark whether the issuer (1) 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.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (section 232.405 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 is a large accelerated
filer, an accelerated filer, a non-accelerate filer, or a small
reporting company as defined by Rule 12b-2 of the Exchange Act):
Large accelerated filer [ ] Non-accelerated filer [ ]
Accelerated filer [ ] Smaller reporting company [x]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x]
The number of outstanding shares of the registrant's common stock,
November 24, 2010: Common Stock - 24,785,000
2
EXPLANATORY NOTE
This Amendment 2 to the Quarterly Report on Form 10-Q for the nine
months ended September 30, 2010 of Globalink, Ltd., originally filed
with the Securities and Exchange Commission on November 18, 2010 amends
the original Form 10-Q in the manner described below.
Amendment 2 is being filed solely to include revised footnotes to the
financial statements and the corresponding changes in the MD&A.
For convenience, Amendment 2 includes our complete Quarterly Report on
Form 10-Q. However, no information in the original Form 10-Q is being
modified or amended by Amendment 2 other than changes described above.
Further, unless indicated otherwise, Amendment 2 does not reflect
events occurring after November 18, 2010, which is the filing date of
the original Form 10-Q. Accordingly, Amendment 2 should be read in
conjunction with the registrant's other filings with the SEC.
Pursuant to SEC rules, we have included currently-dated certifications
from our chief executive officer and our chief financial officer as
required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
PART I
Item I - FINANCIAL STATEMENTS
Consolidated Balance Sheet as of September 30, 2010 and December 31,
2009
Consolidated Statement of Operations for the three and nine months
ended September 30, 2010 and 2009
Consolidated Statement of Cash Flows for the nine months ended
September 30, 2010 and 2009
Consolidated Notes to Financial Statements
3
GLOBALINK, LTD. And Subsidiary
Consolidated Balance Sheet
September 30, 2010 and December 31, 2009
(Expressed in U.S. Dollars)
Unaudited Audited
9/30/2010 12/31/2009
--------- ----------
ASSETS
CURRENT ASSETS:
Cash $ 435,949 $ 288,978
Term deposit - -
Accounts receivable trade 296,630 149,000
Other Receivable 43,974 61,798
Other Current Assets 6,167 7,857
---------- ---------
TOTAL CURRENT ASSETS 772,720 507,633
---------- ---------
Fixed assets, net of accumulated depreciation 11,754 13,820
Goodwill 274,449 274,449
---------- ---------
TOTAL ASSETS $1,058,923 $ 795,902
========== =========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable and accrual $ 718,504 $ 387,298
Notes payable OneWorld Acquisition - 159,105
Dividends payable - -
Other current liabilities 58,301 -
---------- ---------
TOTAL CURRENT LIABILITIES 776,805 546,403
---------- ---------
OTHER LIABILITIES:
Advances from Shareholders 30,523 49,526
---------- ---------
TOTAL OTHER LIABILITIES 30,523 49,526
---------- ---------
TOTAL LIABILITIES 807,328 595,929
---------- ---------
STOCKHOLDERS' 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
Paid-in Surplus 403,243 403,243
Retained earning (156,605) (208,227)
---------- ---------
TOTAL STOCKHOLDERS' EQUITY 251,595 199,973
---------- ---------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $1,058,923 $ 795,902
========== =========
The accompanying notes are an integral part of these statements.
4
GLOBALINK, LTD. And Subsidiary
Consolidated Statements of Operations
For the three and nine months ended September 30, 2010 and 2009
(Expressed in U.S. Dollars)
(Unaudited)
Three Months Nine Months
Ended Ended
September 30, September 30,
2010 2009 2010 2009
---------- ---------- ---------- ----------
Revenue $ 104,057 $ 69,482 $ 259,714 $ 195,426
Expenses
Wages & salaries 52,976 39,197 147,925 134,485
Expenses from subsidiary - - - -
Other administrative expenses 52,277 16,624 103,502 68,570
--------- --------- --------- ---------
105,253 55,821 251,427 203,055
--------- --------- --------- ---------
Income (deficit) from operations (1,196) 13,661 8,287 (7,629)
--------- --------- --------- ---------
Other income and expenses 55,476 5,145 43,335 22,425
--------- --------- --------- ---------
Income before income taxes 54,280 18,806 51,622 14,796
Income tax - - - -
--------- --------- --------- ---------
Income for the period $ 54,280 $ 18,806 $ 51,622 $ 14,796
========= ========= ========= =========
Basic and diluted Loss
per Share $ 0.0022 $ 0.0008 $ 0.0021 $ 0.0006
========= ========= ========= =========
Weighted Number of
Common Shares 24,785,000 24,785,000 24,785,000 24,785,000
========== ========== ========== ==========
The accompanying notes are an integral part of these statements.
5
GLOBALINK, LTD. And Subsidiary
Consolidated Statement of Cash Flows
For the nine months ended September 30, 2010 and 2009
(Expressed in U.S. Dollars)
(Unaudited)
For nine months For nine months
ended ended
09/30/10 09/30/09
---------------- ----------------
Cash Flows from Operating Activities
Profit/(loss) for the period $ 51,622 $ 14,796
Less Depreciation not requiring
use of funds 2,066 3,701
Net loss on exchange transactions - -
Income taxes (paid)/refunded
Net changes in working capital balances -
(Increase)/decrease accounts receivable (137,630) 62,553
Other Receivable 17,824 28,743
(Increase)/decrease in other current
assets 1,690 (47,135)
Increase/(decrease) in accounts payable
and accruals 331,206 2,587
(Due to)/refunded government agencies
Increase in other liabilities 58,301 54,543
--------- ---------
Cash flows provided/(used) in operating
activities 325,079 118,788
--------- ---------
Cash Flows from Financing Activities
Increase/(decrease) in advances from
shareholders (19,003) (30,390)
Cash dividend
Share capital issued
--------- ---------
Cash flows from financing activities (19,003) (30,390)
--------- ---------
Cash Flows from Investing Activities
Acquisition of capital assets - (1,461)
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) (312,156)
--------- ---------
Net (Decrease) Increase in Cash
And cash Equivalents 146,971 (223,758)
6
Cash and Cash Equivalents at
Beginning of Period 288,978 579,464
--------- ---------
Cash and Cash Equivalents at
End of Period $ 435,949 $ 355,706
========= =========
Represented by:
Cash $ 435,949 $ 355,706
Term - -
--------- ---------
$ 435,949 $ 355,706
========= =========
The accompanying notes are an integral part of these statements.
7
GLOBALINK, LTD. And Subsidiary
Notes to Financial Statements
September 30, 2010
(Expressed in U.S. Dollars)
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 loss for this period from January 1 to December 31,
2009 is $86,189 and an exchange loss of $43.335 for the nine months
ended September 30, 2010.
8
GLOBALINK, LTD. And Subsidiary
Notes to Financial Statements
September 30, 2010
(Expressed in U.S. Dollars)
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
9
GLOBALINK, LTD. And Subsidiary
Notes to Financial Statements
September 30, 2010
(Expressed in U.S. Dollars)
computed by dividing net income by the weighted average number of
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 September 30, 2010.
10
GLOBALINK, LTD. And Subsidiary
Notes to Financial Statements
September 30, 2010
(Expressed in U.S. Dollars)
5. Federal income tax:
We follow Statements of Accounting Standards Codification 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
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:
12/31/2009 12/31/2008
Refundable Federal income tax attributable to:
Current operations $ 20,250 $ 36,323
Less, Nondeductible expenses -0- -0-
-Less, Change in valuation allowance (20,250) (36,323)
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:
12/31/2009 12/31/2008
Deferred tax asset attributable to:
Net operating loss carryover $ 70,797 $ 91,048
Less, Valuation allowance (70,797) (91,048)
Net deferred tax asset -0- -0-
At December 31, 2009, an unused net operating loss carryover
approximating $208,227 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:
Fiscal year ending June 30,
--------------------------
2010 $ 11,256
2011 11,256
---------
$ 22,512
=========
11
GLOBALINK, LTD. And Subsidiary
Notes to Financial Statements
September 30, 2010
(Expressed in U.S. Dollars)
7. Supplemental information - consolidated statements
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.
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.
OneWorld
10/31/2008
ASSETS
Current Assets:
Cash $623,005
Accounts receivable 252,698
Other current assets 17,225
--------
Total current assets 892,927
Other Assets 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 $375,351
========
12
GLOBALINK LTD. and Subsidiary
Notes to Financial Statements
December 31, 2009
(Expressed in U.S. Dollars)
OneWorld Globalink
12/31/09 12/31/09 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) 469,800
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 - 403,243
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
========= ========= ========= =========
For the year ended December 31, 2009
------------------------------------
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
-------- --------- --------- ---------
13
GLOBALINK, LTD. And Subsidiary
Notes to Financial Statements
September 30, 2010
(Expressed in U.S. Dollars)
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
======== ========= ========== =========
OneWorld Globalink
9/30/10 9/30/10 Eliminations Consolidated
-------- -------- ------------ ------------
ASSETS
Current Assets:
Cash $ 428,522 $ 7,427 - $ 435,949
Accounts receivable 286,630 - - 286,630
Other receivable 354,669 - (310,695) 43,974
Investment in subsidiary - 514,439 (514,439) -
Other current assets 5,958 209 - 6,167
---------- --------- --------- ----------
Total current assets 1,075,779 522,075 (825,134) 772,720
Fixed assets, net
Of accumulated depreciation 6,730 5,024 - 11,754
Goodwill - 274,449 - 274,449
---------- --------- --------- ----------
TOTAL ASSETS $1,082,500 $ 801,548 $(825,134) $1,058,923
========== ========= ========= ==========
LIABILITIES AND SHAREHOLDERS EQUITY
Current Liabilities
Accounts payable $ 509,769 $ 208,735 $ - $ 718,504
Notes payable - 310,695 (310,695) -
Other current liabilities 58,301 30,523 - 88,824
---------- --------- --------- ----------
Total current liabilities 568,070 549,953 (310,695) 807,328
Shareholders Equity
Common stock 19,396 4,957 (19,396) 4,957
Paid in surplus - 403,243 - 403,243
Retained earnings/(deficit) 495,043 (156,605) (495,043) (156,605)
--------- --------- -------- ----------
Total shareholders equity 514l439 251,595 (514,439) 251,595
--------- --------- -------- ----------
TOTAL LIABILITIES AND
SHAREHOLDERS EQUITY $1,082,509 $ 801,548 $(825,134) $1,058,923
========= ========= ========= ==========
14
GLOBALINK, LTD. And Subsidiary
Notes to Financial Statements
September 30, 2010
(Expressed in U.S. Dollars)
For the nine months ended September 30, 2010
--------------------------------------------
One World Global Eliminations Consolidated
--------- ------ ------------ ------------
Revenue: $259,714 $ - $ - $259,714
Expenses:
Wages and salaries 147,925 - - 147,925
Subsidiary expenses - - - -
Other administrative expenses 72,924 30,578 - 103,502
-------- --------- --------- ---------
Total expenses 220,849 30,578 - 251,427
-------- --------- --------- ---------
Income/(loss) from operations 38,865 (30,578) - 8,287
Other income/(expenses) 42,622 713 - 43,335
-------- --------- --------- ---------
Income before income taxes 81,847 (29,965) - 51,622
Income taxes - - - -
-------- --------- --------- ---------
Net income/(loss) $ 81,487 $(29,865) $ - $ 51,622
======== ========= ========= =========
8. 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.
15
GLOBALINK LTD. and Subsidiary
Notes to Financial Statements
December 31, 2009
(Expressed in U.S. Dollars)
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.
9. Net Revenue
The Company follows the reporting requirements of EIFT 99-19, 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 06/30/2010
---------- ----------
Gross Revenue $2,612,970 $2,063,947
Cost of Revenue 2,307,566 1,804,233
---------- ----------
$ 305,404 $ 259,714
========== ==========
10. 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.
16
GLOBALINK LTD. and Subsidiary
Notes to Financial Statements
December 31, 2009
(Expressed in U.S. Dollars)
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 Company will adopt 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 will adopt 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;
17
GLOBALINK LTD. and Subsidiary
Notes to Financial Statements
December 31, 2009
(Expressed in U.S. Dollars)
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 will adopt
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
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 will adopt 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.
18
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Trends and Uncertainties.
We are pursuing financing for our operations and seeking additional
investments to launch the Hotel Travel booking web site. We will need
a minimum of $500,000 over the next twelve months to continue the
operation and to launch the Hotel Travel booking web site. 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. Failure to secure such financing or to raise additional
equity capital and to expand its revenue base may result in Globalink
depleting our available funds and not being able to pay our
obligations.
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 post their hotel rooms in
our web site.
- Our ability to maintain our projected 10% commission profit from
the hotel suppliers.
- 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
- 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.
19
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.
After acquisition of OneWorld on October 31, 2008, Globalink received
significant improvement in cash position. At September 30, 2010,
Globalink & its subsidiary have $435,949 cash on hand.
For the nine months ended September 30, 2010, Globalink had a note
payable for the purchase of subsidiary of $159,105. As a result,
Globalink had cash flows used in investing activities of $159,105 for
the nine months ended September 30, 2010.
For the nine months ended September 30, 2009, Globalink acquired
capital assets of $1,461 and had a note payable for the purchase of
subsidiary of $310,695. As a result, Globalink had cash flows used in
investing activities of $312,156 for the nine months ended September
30, 2009.
For the nine months ended September 30, 2010, Globalink repaid advances
from shareholders of $19,003 resulting in cash flows used in financing
activities of $19,003.
For the nine months ended September 30, 2009, Globalink repaid advances
from shareholders of $30,390 resulting in cash flows from financing
activities of $30,390.
Results of Operations
For the three months ended September 30, 2010, Globalink received
revenues of $104,057. Expenses consisted of wages and salaries of
$52,976 and other administrative expenses of $52,277. Additionally,
Globalink has other income of $55,476 resulting in net income of
$54,280 for the three months ended September 30, 2010.
Comparatively, for the three months ended September 30, 2009, Globalink
received revenues of $69,482. The expenses of $55,821 consisted mainly
of basic operating expenses and legal and accounting expenses necessary
to complete filings with the Securities and Exchange Commission. Other
administrative expenses increased in spite of management's attempts to
reduce overhead costs. Additionally, Globalink received other income
of $5,145 resulting in net income of $18,806 for the three months ended
September 30, 2009.
For the nine months ended September 30, 2010, Globalink received
revenues of $259,714. Expenses consisted of wages and salaries of
$147,925 and other administrative expenses of $103,502. Additionally,
Globalink had other income of $43,335 resulting in net income of
$51,622 for the nine months ended September 30, 2010.
20
Comparatively, for the nine months ended September 30, 2009, Globalink
received revenues of $195,426. The expenses of $203,055 consisted
mainly of basic operating expenses and legal and accounting expenses
necessary to complete filings with the Securities and Exchange
Commission. Other administrative expenses stayed relatively stable in
spite of management's attempts to reduce overhead costs. Additionally,
Globalink received other income of $14,796 resulting in net income of
$14,796 for the nine months ended September 30, 2009.
Hotel booking web site. The initial structure and preliminary functions
of the Hotel Booking Web sites are done. We will launch the hotel web
site in two stages.
The first stage of the web site to launch will be the booking functions
for the existing customers of OneWorld. We believe the on-line booking
will help the OneWorld sales increase significantly because they can
capture new sales without the time zone difference in a short period of
time. We also accept and welcome the comments and suggestion from the
existing users (customers) about the web site. These suggestions will
help us to improve our web site to be more user-friendly and easy to
use.
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.
Off-Balance Sheet Arrangements
Globalink had no material off-balance sheet arrangements as of September
30, 2010.
Contractual Obligations
Globalink 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
21
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 Globalink'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. Globalink 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). Globalink will adopt this Statement beginning March 1,
2009. It is not believed that this will have an impact on Globalink'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
22
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. Globalink will adopt this statement beginning March 1,
2009. It is not believed that this will have an impact on Globalink'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 will adopt
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.
Globalink will adopt this statement March 1, 2008, and it is not
believed that this will have an impact on Globalink's consolidated
financial position, results of operations or cash flows.
23
These new accounting pronouncements are not currently expected to have
a material effect on our financial Statements, except as noted above.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable for smaller reporting companies.
Item 4. Controls and Procedures
During the three months ended September 30, 2010, there were no changes
in our internal controls over financial reporting (as defined in Rule
13a-15(f) and 15d-15(f) under the Exchange Act) that have materially
affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management,
including our chief executive officer and chief financial officer, we
conducted an evaluation of our disclosure controls and procedures, as
such term is defined under Rule 13a-15(e) and Rule 15d-15(e)
promulgated under the Securities Exchange Act of 1934, as amended, as
of September 30, 2010.
During the edgarization process, the incorrect footnotes to the
financial statements were inserted into the Form 10-Qs recently filed
for the quarters ended June 30, 2010 and September 30, 2010. As a
result, the registrant implemented new review procedures to ensure the
accuracy in the required filings.
Based on this evaluation, our chief executive officer and chief
principal financial officers have concluded such controls and
procedures were not effective as of September 30, 2010 to ensure that
information required to be disclosed by the issuer in the reports that
it files or submits under the Act is recorded, processed, summarized
and reported, within the time periods specified in the Commission's
rules and forms and to ensure that information required to be disclosed
by an issuer in the reports that it files or submits under the Act is
accumulated and communicated to the issuer's management, including its
principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely decisions
regarding required disclosure.
24
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 1A. Risk Factors
Not applicable for smaller reporting companies
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Item 3. Defaults Upon Senior Securities.
None
Item 4. Removed and Reserved
Item 5. Other Information
None
Item 6. Exhibits
Exhibit 31 - Certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit 32 - Certifications pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.
Dated: June 1, 2011
GLOBALINK, LTD.
By: /s/Robin Young
---------------------------
Robin Young, President and Director
