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EXCEL - IDEA: XBRL DOCUMENT - GLOBALINK, LTD. | Financial_Report.xls |
EX-31 - EXHIBIT 31 - GLOBALINK, LTD. | globalink10k14ex31.htm |
EX-32 - EXHIBIT 32 - GLOBALINK, LTD. | globalink10k14ex32.htm |
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 December 31, 2014
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 |
| 06-1812762 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification Number) |
385 Boundary Road |
|
|
Vancouver, BC, V5K 4S1 |
| (604) 828-8822 |
(Address of Principal Executive Offices) |
| (Registrant's telephone number) |
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 [ ]
1
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
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 registrants knowledge, in definitive 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 the registrant 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 registrants most recently completed second fiscal quarter. The market value of the registrants voting common stock held by non-affiliates of the registrant was approximately $0.
Indicate the number of shares outstanding of each of the registrants 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 March 30, 2015 was 42,485,000 shares.
No documents are incorporated into the text by reference.
2
Table of Contents
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| Page |
PART I |
| 4 |
Item 1. Business |
| 4 |
Item 1A. Risk Factors |
| 6 |
Item 2. Properties |
| 6 |
Item 3. Legal Proceedings |
| 6 |
Item 4. Mine Safety Disclosures |
| 6 |
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PART II |
| 7 |
Item 5. Market for Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities |
| 7 |
Item 6. Selected Financial Data |
| 7 |
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations |
| 7 |
Item 7A. Quantitative and Qualitative Disclosures about Market Risk |
| 10 |
Item 8. Financial Statements and Supplementary Data |
| 11 |
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosures |
| 26 |
Item 9A. Controls and Procedures |
| 26 |
Item 9B. Other Information |
| 27 |
|
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PART III |
| 28 |
Item 10. Directors and Executive Officers, Promoters, Control Persons, and Corporate Governance |
| 28 |
Item 11. Executive Compensation |
| 31 |
Item 12. Security Ownership of Certain Beneficial Owners and Management |
| 31 |
Item 13. Certain Relationships and Related Transactions, and Director Independence |
| 33 |
Item 14. Principal Accountant Fees and Services |
| 33 |
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PART IV |
| 33 |
Item 15. Exhibits, Financial Statement Schedules |
| 34 |
Signatures |
| 36 |
3
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 (OneWorld) in Vancouver, B.C. Canada on October 31, 2008. OneWorld 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 has put the OneWorld operations into the online platform.
Our hotel travel booking web site for the business-to-business stage was completed and officially launched in 2012. The initial 39,000 available hotel rooms in our database have now been increased to 75,000 and uploaded to the site. The site now facilitates travel agencies to book rooms directly via the internet without having to personally call the office for booking. The web site facilitates the companys 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. This web site is currently in the process of being developed stage by stage. The complexity and the size of the website and its functionality will increase as OneWorld's business volume increases.
In February 2014 two business persons who have vast high level connections to business and technologies in China, Mr. Hin Kwong Sheung and Mr. Jia Charles Yao, joined Globalink, Ltd. (the Company) as directors. They together invested US$500,000 into the Company.
With the new injection of capital and human resources, the Company is also seeking investment opportunity in other industries. One of the other fields of endeavor that the Company has been considering is to develop a natural health maintenance system derived from Gingko leaves, among the well-known, is the Gingko Biloba. The Company is currently in the process of acquiring 20% of the world's supply of the raw material and also completing purchase agreements with wholesalers and retailers for the purchase and distribution rights of our finished products. Once all paperwork is in place, the Company would implement its plans to raise further capital for setting up the processing facilities for the Gingko system of health maintenance products.
The Companys website is also under development which will provide a company profile, anticipated implementation of business plans, news and reporting, management and contact information, and provide a name brand and higher exposure to the public.
4
To cope with the Companys new business plan and developing goals, the Company has adjusted its board and management team. In December 2014, two ex-directors, Mr. Ben Choi and Mr. Daniel Lo, resigned from the board, and three more persons were elected and appointed to the board in February 2015. The Company current board and management team are as follows:
Mr. Hin Kwok Sheung Director, CEO and President. Mr. Sheung takes care of overall operation of the Company and focuses on investment activities;
Mr. Robin Young Director, Secretary. Mr. Robin is responsible for public company operation, compliance and marketing.
Ms. Ke Feng (Andrea) Yuan Director, CFO. Ms. Yuan takes care of accounting and financial reporting duties. She also assists Mr. Young on the Companys administration and compliance.
Mr. Jia Charles Yao Director. Mr. Yao coordinates general investing work in China.
Mr. Yun Fei Liu Director. Mr. Liu takes care of researching tourism business in China and developing tourism business in China and North America.
Mr. Zhao Hui Wu Director. Mr. Wu evaluates business investment opportunities in China and also provides legal support to Chinese business development.
Competition
Competition is inevitable in any type of industry. 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 that 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 markets and a user-friendly website to compete with the major competitors in this field. We will compete on the basis of ease of use, pricing and customer preference. Our competitors are well established, substantially larger 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.
In the case of the Gingko system of health maintenance products, it is a known fact that the world population of people over the age of 60 is rapidly increasing year by year. In the country of China, there are 200 million people over the age of 60. The demand for Gingko Biloba products way surpasses the current supply. This situation resulted from no public exposure to the Gingko products through media advertisements or the internet. There are many existing similar health maintenance products in the market in China and in the world.
5
We will use our business acumen, our business connections and access to high level of technological expertise to carve out a world market share in this specialty health enhancement and maintenance field. There can be no assurance that we will be able to compete successfully against current and future competitors.
ITEM 1A. RISK FACTORS
Not applicable to smaller reporting companies.
ITEM 2. PROPERTIES
The Company leases its administrative offices located at 385 Boundary Road, Vancouver, BC, for C$700 per month. The office is about 315 square feet. The lease started on July 1, 2014.
OneWorlds office consist of approximately 736 square feet and are located at #210-4751 Garden City Road, Richmond, BC, V6X 3M7. OneWorld leases its offices for C$17,182 per year.
The total operating rent expense for the year ended December 31, 2014 was $19,340 and $20,660 for December 31, 2013.
ITEM 3. LEGAL PROCEEDINGS.
The registrant is aware of no pending or threatened litigation.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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. Not applicable.
b) Holders. At March 30, 2015, there were approximately 49 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 registrants 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.
ITEM 7. MANAGEMENTS 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 the amount of $150,000. In addition, we are seeking to expand our revenue base by adding new customers and increasing our marketing and advertising.
7
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 OneWorld because of the recession in 2009. The officers and directors also agreed not to receive cash compensation for their management work in the registrant 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 operations. However, in order to realize effective marketing and promotion, the registrant will need to raise additional 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 operating results include but are not limited to:
- Our ability to develop and complete the hotel booking website;
- Our ability to attract customers to use our website and maintain user satisfaction;
- Our ability to attract hotel suppliers to provide their hotel rooms in our website;
- 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 customers 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 website business model;
- Marketing and other promotional activities;
- Competition;
- The continued development of our website;
- High costs to maintain the hotel booking website; 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.
8
Capital and Sources of Liquidity.
For the year ended December 31, 2014, we had a net loss of $114,242. We had amortization of $1,398. We had the following changes in non-cash working capital: We had a decrease of $57,058 due to accounts receivable, a decrease of $4,475 due to other current assets, a decrease of $96,083 due to accounts payable and accrued liabilities, and a decrease of $12,358 due to other current liabilities. As a result, we had net cash used in operating activities of $159,752 for the year ended December 31, 2014.
For the year ended December 31, 2013, we had a net loss of $91,112. We had amortization of $1,247. We had the following changes in non-cash working capital: We had an increase of $26,194 due to accounts receivable, a decrease of $3,817 due to other current assets, an increase of $81,897 due to accounts payable and accrued liabilities, and an increase of $7,170 due to other current liabilities. As a result, we had net cash used in operating activities of $23,175 for the year ended December 31, 2013.
For the year ended December 31, 2014, we spent $145 on the acquisition of fixed assets, resulting in total cash used in investing activities of $145 for the period.
For the year ended December 31, 2013, we spent $2,548 on the acquisition of fixed assets, resulting in total cash used in investing activities of $2,548 for the period.
For the year ended December 31, 2014, we spent $62,297 for repayment to shareholders, and received $1,050,000 as proceeds from share issuance. As a result, we had net cash provided by financing activities of $987,703 for the year ended December 31, 2014.
For the year ended December 31, 2013, we received $12,171 from advances from shareholders, resulting in net cash provided by financing activities of $12,171 for the period.
Results of Operations
For the year ended December 31, 2014, we recognized revenues of $346,784. We paid accounting and legal expenses of $55,467 and incurred amortization expenses of $1,398. We paid director and management fees of $43,974, incurred a foreign exchange loss of $17,226, and paid rent expense of $19,340. We paid salaries and benefits of $243,299, telephone expenses of $5,805, and travel expenses of $10,671. We paid transfer agent and filing fees of $21,610 and other general and administrative expenses of $42,236. We had a net loss of $114,242 for the year. We had an exchange difference on translating foreign operations of $1,612, resulting in a comprehensive loss of $112,630 for the year ended December 31, 2014.
Comparatively, for the year ended December 31, 2013, we recognized revenues of $292,332. We paid accounting and legal expenses of $55,467 and incurred amortization expenses of $1,247. We recognized a gain on foreign exchange of $20,085, paid rent expenses of $20,660, and salaries and benefits of $252,652. We paid telephone expenses of $11,270 and travel expenses of $13,094. We paid transfer agent and filing fees of $4,590 and other general and administrative expenses of $40,086.
9
We paid income taxes of $21,364, resulting in a net loss of $91,112 for the year. We had an exchange difference on translating foreign operations of $7,528, resulting in a comprehensive loss of $98,640 for the year ended December 31, 2013.
For the year ended December 31, 2014, we had an increase in our net loss of $23,130, or 20.25%. Our revenues increased by $54,452, or 15.7%. Our general and administrative expenses increased by $98,946, or 21.5%. We had a gain of $1,612 due to the exchange difference on translating foreign operations for the year ended December 31, 2014, resulting in an increase of comprehensive loss of $13,990 compared with the year ended December 31, 2013.
Although there are signs of gradual stability, management believes that the effects of the recent economic crisis are a long way from being over. However, our OneWorld operation has been well-established over the past ten years that we are capable of continuously sustain our existence during the current crisis.
Off-Balance Sheet Arrangements
The registrant had no material off-balance sheet arrangements as of December 31, 2014.
Contractual Obligations
The registrant has no material contractual obligations
New Accounting Pronouncements
The registrant has adopted all recently issued accounting pronouncements.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.
The registrant does not have any significant market risk exposures.
10
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Globalink, Ltd.
Index to
Financial Statements
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| Page |
Reports of Independent Registered Public Accounting Firm |
| 12 |
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Audited Consolidated Balance Sheets of December 31, 2014 and 2013 |
| 13 |
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Audited Consolidated Statements of Operations for the Years ended December 31, 2014 and 2013 |
| 14 |
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Audited Consolidated Statement of Changes in Shareholders' Equity |
| 15 |
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Audited Consolidated Statements of Cash Flows for the Years ended December 31, 2014 and 2013 |
| 16 |
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Notes to Consolidated Financial Statements |
| 17 |
11
12
GLOBALINK, LTD. and Subsidiary
Consolidated Balance Sheets
December 31, 2014 and 2013
(Expressed in U.S. Dollars)
| 2014 | 2013 |
| $ | $ |
Assets |
|
|
Current assets |
|
|
Cash | 1,236,137 | 426,088 |
Accounts receivable (note 4) | 120,299 | 189,682 |
Other current assets (note 3) | 28,821 | 33,296 |
Total current assets | 1,385,257 | 649,066 |
| | |
Fixed assets | 3,531 | 4,797 |
Goodwill | 274,449 | 274,449 |
Total assets | 1,663,237 | 928,312 |
Liabilities | | |
Current liabilities | | |
Accounts payable and accrued liabilities (note 5) | 483,706 | 610,393 |
Other current liabilities (note 6) | 8,088 | 21,549 |
Advances from shareholders (note 7) | - | 62,297 |
Subscription received in advance (note 8) | - | 10,000 |
Total current liabilities | 491,794 | 704,239 |
| | |
Shareholders equity | | |
Common shares, $0.0002 par value; Authorized - 500,000,000 common shares; shares issued and outstanding 42,485,000 (December 31, 2013 24,785,000) (note 8) | 8,497 | 4,957 |
Additional paid-in-capital | 1,459,703 | 403,243 |
Accumulated other comprehensive loss | (7,691) | (9,303) |
Deficit | (289,066) | (174,824) |
Total shareholders equity | 1,171,443 | 224,073 |
Total liabilities and shareholders equity | 1,663,237 | 928,312 |
Nature of operations (note 1)
The accompanying notes are an integral part of these statements
13
GLOBALINK, LTD. And Subsidiary
Consolidated Statements of Operations
For the year ended December 31, 2014 and 2013
(Expressed in U.S. Dollars)
| 2014 | 2013 |
| $ | $ |
| | |
Revenue (note 9) | 346,784 | 292,332 |
General and administrative expenses |
|
|
Accounting and legal | 55,467 | 38,566 |
Amortization | 1,398 | 1,247 |
Director and management fees (note 7) | 43,974 | - |
Foreign exchange loss (gain) | 17,226 | (20,085) |
Rent | 19,340 | 20,660 |
Salaries and benefits | 243,299 | 252,652 |
Telephone | 5,805 | 11,270 |
Travel | 10,671 | 13,094 |
Transfer agent and filing fees | 21,610 | 4,590 |
Other general and administrative expenses | 42,236 | 40,086 |
Total general and administrative expenses | (461,026) | (362,080) |
|
|
|
Loss before income taxes | (114,242) | (69,748) |
|
|
|
Income taxes (note 11) | - | (21,364) |
|
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|
Net loss for the year | (114,242) | (91,112) |
|
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|
Other comprehensive income (loss) |
|
|
Exchange difference on translating foreign operations | 1,612 | (7,528) |
Comprehensive loss | (112,630) | (98,640) |
Basic and diluted weighted average number of common shares outstanding | 32,285,274 | 24,785,000 |
Basic and diluted loss per common share | (0.00) | (0.00) |
The accompanying notes are an integral part of these statements
14
GLOBALINK, LTD. And Subsidiary
Consolidated Statements of Changes in Shareholders' Equity
(Expressed in U.S. Dollars)
| Common shares | Additional paid-in-capital | Accumulated other comprehensive income (loss) | Deficit | Total | |
| # | $ | $ | $ | $ | $ |
January 1, 2013 | 24,785,000 | 4,957 | 403,243 | (1,775) | (83,712) | 322,713 |
Net loss for the year | - | - | - | - | (91,112) | (91,112) |
Foreign currency translation difference | - | - | - | (7,528) | - | (7,528) |
December 31, 2013 | 24,785,000 | 4,957 | 403,243 | (9,303) | (174,824) | 224,073 |
Private placements | 17,700,000 | 3,540 | 1,056,460 | - | - | 1,060,000 |
Net loss for the year | - | - | - | - | (114,242) | (114,242) |
Foreign currency translation difference | - | - | - | 1,612 | - | 1,612 |
December 31, 2014 | 42,485,000 | 8,497 | 1,459,703 | (7,691) | (289,066) | 1,171,443 |
The accompanying notes are an integral part of these statements
15
GLOBALINK, LTD.
Consolidated Statements of Cash Flows
For the year ended December 31, 2014 and 2013
(Expressed in U.S. Dollars)
| 2014 | 2013 |
| $ | $ |
| | |
Cash provided by (used in): | | |
Operating activities | | |
Net loss for the year | (114,242) | (91,112) |
Non-cash item: | | |
Amortization | 1,398 | 1,247 |
Changes in non-cash working capital: | | |
Decrease (Increase) in accounts receivable | 57,058 | (26,194) |
Decrease in other current assets | 4,475 | 3,817 |
(Decrease) Increase in accounts payable and accrued liabilities | (96,083) | 81,897 |
(Decrease) Increase in other current liabilities | (12,358) | 7,170 |
Total cash used in operating activities | (159,752) | (23,175) |
Investing activities |
|
|
Acquisition of fixed assets | (145) | (2,548) |
Total cash used in investing activities | (145) | (2,548) |
Financing activities | | |
Advances from (repayment to) shareholders | (62,297) | 12,171 |
Proceeds from share issuance | 1,050,000 | - |
Total cash provided by financing activities | 987,703 | 12,171 |
Increase (decrease) in cash | 827,806 | (13,552) |
Effect of exchange rate changes on balance of cash held in foreign currencies | (17,757) | (7,206) |
Cash, beginning of the year | 426,088 | 446,846 |
Cash, end of the year | 1,236,137 | 426,088 |
Supplemental information on cash flows | | |
Income taxes paid | - | 10,716 |
Interest paid | - | - |
There were no non-cash investing or financing activities during the years ended December 31, 2013 and 2014.
The accompanying notes are an integral part of these statements
16
GLOBALINK LTD. And Subsidiary
Notes to the Consolidated Financial Statements
December 31, 2014
(Expressed in U.S. Dollars)
1.
NATURE OF OPERATIONS
Globalink, Ltd. (the Company) was incorporated in the State of Nevada on February 3, 2006. The Company has focused its efforts on internet hotel booking services and 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 hotels, the Company acquired OneWorld Hotel Destination Service Inc. (OneWorld) in Vancouver, British Columbia, Canada on October 31, 2008. OneWorld is a hotel booking company which has established relationships with major hotel chains. Since the acquisition, OneWorld became a wholly-owned subsidiary of the Company.
2.
SIGNIFICANT ACCOUNTING POLICIES
Statement of presentation
These consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (US GAAP).
Continuance of operation
These consolidated financial statements prepared in conformity with US GAAP contemplate continuation of the Company as a going concern. As of December 31, 2014, the Company has an accumulated deficit of $289,066 since inception. Its ability to continue as a going concern depends upon whether it develops profitable operations and continues to raise adequate financing. However, management believes that the Company has sufficient working capital to meet its projected minimum financial obligations for the next fiscal year. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
Consolidation
The consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiary. All inter-company transactions and balances between the Company and its subsidiary have been eliminated upon consolidation.
The subsidiary is consolidated from the date on which control is transferred to the Company and will cease to be consolidated from the date on which control is transferred out of the Company.
17
Use of estimates
The preparation of consolidated financial statements in conformity with US GAAP requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amount of assets, liabilities and provisions, income and expenses and the disclosure of contingent assets and liabilities at the date of these financial statements. Estimates are used for, but not limited to, the selection of the useful lives of fixed assets, provision necessary for contingent liabilities, allowance for doubtful debt associated with accounts receivable, fair values, revenue recognition, and taxes. Management believes that the estimates utilized in preparing its consolidated financial statements are reasonable and prudent. Actual results may differ from these estimates.
Foreign currency translation
The Companys financial information is presented in United States dollars (US dollars). The functional currency of the Company is the US dollar. The functional currency of the Companys subsidiary is the Canadian dollar (CAD). Transactions by the Companys subsidiary which are denominated in currencies other than CAD are remeasured into CAD at the exchange rate prevailing at the date of the transaction. Exchange gains and losses resulting from transactions denominated in a currency other than CAD are included in the consolidated statements of comprehensive loss as exchange gain or loss. The financial statements of the Subsidiary are translated into US dollars in accordance with ASC830, Foreign Currency Matters. The financial information is first presented in CAD and then is translated into US dollars at year-end exchange rates as to assets and liabilities and average exchange rates as to revenue and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.
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 customers 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.
Fixed assets
Furniture, fixtures and equipment are recorded at cost less accumulated amortization. Amortization is computed using the declining balance method, other than leasehold improvements which is computed using the straight line method over the lease term. Estimated rates of amortization are as follows:
18
Computer equipment
30%, declining balance
Computer equipment
45% declining balance
Furniture and equipment
20%, declining balance
Leasehold improvements
5 years, straight-line
Fair Value
The Company measures fair values in accordance with accounting guidance that defines fair value, provides guidance for measuring fair value and requires certain disclosures. The guidance also discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
-
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
-
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
-
Level 3: Unobservable inputs that reflect the reporting entitys own assumptions.
The inputs used in the fair value measurement should be from the highest level available. In instances where the measurement is based on inputs from different levels of the fair value hierarchy, the fair value measurement will fall within the lowest level input that is significant to the fair value measurement in its entirety.
As at December 31, 2014, the Companys financial instruments are comprised cash, accounts receivable, accounts payable and accrued liabilities and other current liabilities. Cash is measured at fair value using Level 1 inputs. With the exception of cash, all financial instruments held by the Company are measured at amortized cost. The fair values of these financial instruments approximate their carrying value due to their short-term maturities.
Goodwill
The Company recognizes goodwill in accordance with ASC805 Business Combination. Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed, if any. The goodwill impairment test compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, goodwill of the reporting unit would be considered impaired. To measure the amount of the impairment loss, the implied fair value of a reporting unit's goodwill is compared to the carrying amount of that goodwill. If the carrying amount of a reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is indicated. The Company concluded that there were no indicators of impairment with respect to the Company's goodwill as of December 31, 2013 and 2014.
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Impairment Reviews for Long-Lived Assets
Long-lived assets such as property, equipment and goodwill are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. The Company did not recognize any impairment losses for any periods presented.
Revenue Recognition
The Company recognizes revenue once the service is rendered and all the significant risks and rewards of the service have been transferred to the customer. As a result, revenue from hotel booking services are recognized when customers check in to the hotels. Amounts received from customers for services not yet rendered are included in other current liabilities as unearned revenue.
In accordance with the ASC 605 Revenue Recognition, the Company reports its revenue as an agent, on the net amount retained, which is the amount billed to a customer less the amount paid to a hotel.
Income Taxes
The Company accounts for income taxes following the assets and liability method in accordance with the ASC 740 Income Taxes. Under such method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company applies the accounting guidance issued to address the accounting for uncertain tax positions. This guidance clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements as well as provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years that the asset is expected to be recovered or the liability settled.
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Earnings (Loss) per Common Share
Basic earnings (loss) per common share is determined by dividing earnings (loss) by the weighted average number of shares of common stock outstanding during the year. Diluted earnings (loss) per common share is determined by dividing earnings (loss) by the diluted weighted average number of shares outstanding. Diluted weighted average number of shares reflects the dilutive equity instruments, if any, of potentially dilutive common shares, such as stock options and warrants calculated using the treasury stock method. In periods with reported net operating losses, all common stock options and warrants are deemed anti-dilutive such that basic net loss per share and diluted net loss per share are equal.
Recent Accounting Pronouncements
In June 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. This ASU does the following, among other things: a) eliminates the requirement to present inception-to-date information on the statements of income, cash flows, and shareholders' equity, b) eliminates the need to label the financial statements as those of a development stage entity, c) eliminates the need to disclose a description of the development stage activities in which the entity is engaged, and d) amends FASB ASC 275, Risks and Uncertainties, to clarify that information on risks and uncertainties for entities that have not commenced planned principal operations is required. The amendments in ASU No. 2014-10 related to the elimination of Topic 915 disclosures and the additional disclosure for Topic 275 are effective for public companies for annual and interim reporting periods beginning after December 15, 2014. Early adoption is permitted. The Company has evaluated this ASU and early adopted during the year ended December 31, 2013.
In April 2014, the Financial Accounting Standards Board (the FASB) issued Accounting Standards Update 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Under the new guidance, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations only if the disposal represents a strategic shift that has (or will have) a major effect on an entitys operations and financial results. This guidance also changes an entitys requirements when presenting, for each comparative period, the assets and liabilities of a disposal group that includes a discontinued operation. A discontinued operation may include a component of an entity, or a business or non-profit activity. The guidance is effective for interim and annual reporting periods beginning after December 15, 2014. The adoption of the new requirements is not expected to have a material impact on the Companys consolidated financial statements.
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In May 2014, the FASB issued a comprehensive new revenue recognition standard for contracts with customers that will supersede most current revenue recognition guidance, including industry-specific guidance. The core principle of this standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, the standard provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. This guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entitys contracts with customers. The new standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early application is prohibited. The standard permits the use of either the retrospective or cumulative effect transition method. This guidance will be applicable to the Company at the beginning of its first quarter of fiscal year 2017. The adoption of this guidance is not expected to have a material impact on the Companys consolidated financial statements.In August 2014, the FASB issued Accounting Standards Update 2014-15, Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern, which provides guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements. The new standard requires management to perform interim and annual assessment of an entitys ability to continue as a going concern within one year of the date of issuance of the entitys financial statements (or within one year after the date on which the financial statements are available to be issued, when applicable). Further, an entity must provide certain disclosures if there is substantial doubt about the entitys ability to continue as a going concern. The requirement is effective for annual periods ending after December 15, 2016, and interim periods thereafter, early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Companys consolidated financial statements.
3.
OTHER CURRENT ASSETS
The items comprising the Companys other current assets are summarized below:
| December 31, 2014 | December 31, 2013 |
| $ | $ |
Deposits to hotels | 23,021 | 24,476 |
Other deposits to suppliers | 4,131 | 4,038 |
Credit card receivable | 1,669 | 4,782 |
Total other current assets | 28,821 | 33,296 |
4.
ACCOUNTS RECEIVABLE
Accounts receivables consist of trade receivables from travel agents. There are no allowance for doubtful accounts set up as at December 31, 2013 and 2014.
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5.
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities mainly consist of trade payables to hotels and travel service suppliers.
6.
OTHER CURRENT LIABILITIES
The items comprising the Companys other current liabilities are summarized below:
| December 31, 2014 | December 31, 2013 |
| $ | $ |
Unearned revenue Corporate taxes payable (refundable) | 7,881 (1,315) | 9,687 9,852 |
Sales tax payable | 1,522 | 2,010 |
Total other current liabilities | 8,088 | 21,549 |
7.
TRANSACTIONS WITH RELATED PARTIES
During the year ended December 31, 2014, the Company paid or accrued director and management fees of $43,974 (2013 - $Nil) to two former directors and one current director and corporate secretary of the Company.
As of December 31, 2013, advances from shareholders consist of $62,297 of cash contributed by two former directors and one current director and corporate secretary of the Company for expenses paid by them on behalf of the Company. These advances have no fixed terms of repayment and bear no interest. The Company repaid the advances during the year ended December 31, 2014.
8.
SHAREHOLDERS EQUITY
Share capital
Authorized
- 500,000,000 of common voting shares with a par value of $0.0002 per share.
Issued and outstanding
As of December 31, 2014, the Company has 42,485,000 shares (December 31, 2013 24,785,000) issued and outstanding. There were no share issuances during the year ended December 31, 2013.
During the year ended December 31, 2014:
In June 2014, the Company issued 12,000,000 common shares to two new directors for proceeds of $700,000. The Company also issued 200,000 common shares to an arms length party for $10,000 of share subscriptions received during the year ended December 31, 2012.
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In August 2014, the Company issued 1,500,000 common shares to an arms length party for total proceeds of $150,000.
In December 2014, the Company issued 4,000,000 common shares to an arms length party for total proceeds of $200,000.
The Company has no options or warrants outstanding as of December 31, 2014 or 2013. There were no option or warrant transactions during the years ended December 31, 2014 or 2013.
9.
REVENUE
The Company reports its revenue as an agent on a net basis. The following table shows the gross amount the Company received from customers and the booking costs during the years ended December 31, 2013 and 2014:
For the year ended | December 31, 2014 | December 31, 2013 |
| $ | $ |
Gross amount received | 3,148,970 | 3,411,951 |
Costs | (2,802,186) | (3,119,619) |
Revenue | 346,784 | 292,332 |
10.
SEGMENTED INFORMATION
The Company currently operates in one business segment, which is the internet hotel booking service. Accordingly, the Company does not have separately reportable segments.
11.
INCOME TAXES
A reconciliation of income taxes at statutory rates with the reported taxes is as follows:
For the years ended December 31, | 2014 | 2013 |
| $ | $ |
Loss before taxes | (114,242) | (69,748) |
Expected income tax expenses Adjustment of prior year income tax expense Carry back of current year expense income tax expense Change in statutory, foreign exchange rates and other | (29,703) (1,503) 41,328 (4,250) | (17,960) 20,568 16,131 5,864 |
Change in unrecognized deductible temporary differences | (5,872) | (3,239) |
Total income tax expense | - | 21,364 |
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The significant components of the Companys unrecorded deferred tax assets and liabilities are as follows:
| December 31, 2014 | December 31, 2013 |
Deferred tax assets | $ | $ |
Property and equipment | 1,000 | - |
Non-capital losses available for future periods | 72,000 | 31,000 |
Unused deferred tax assets | 73,000 | 31,000 |
The significant components of the Companys temporary differences and unused tax losses are as follows:
| December 31, 2014 | Expiry date range | December 31, 2013 | Expiry date range |
Temporary Differences |
|
|
|
|
Property and equipment | $ 2,000 | No expiry date | $ - |
|
Non-capital losses available for future periods - USA | $ 212,000 | 2028-2034 | $ 91,000 | 2020-2033 |
Tax attributes are subject to review, and potential adjustment, by tax authorities.
12.
PROPOSED JOINT VENTURE
On May 4, 2014, the Company entered into a joint venture agreement (the Agreement) with Shizhen Bio-Technology Co., Ltd. (Shizhen Biotech) in Jiangsu Province, China. Subsequently on May 22, 2014, Globalink (Xuzhou) Bio-Technology Co., Ltd. (the JV) was incorporated in Jiangsu Province, China pursuant to the Agreement. The JV has total registered capital of $10,000,000, whereby the Company will invest $8,000,000 to earn an 80% interest of the JV and Shizhen Biotech will invest $2,000,000 to earn the remaining 20%. 15% of the total $10,000,000 investment should be paid up within three months after the incorporation of the JV, with the balance being paid up in the following two years. The JV will be involved in the business of biological science and technology research, biological technology popularization service, and fruit and vegetable distribution. Currently, the JV focuses on developing health supplement products from the extract of gingko leaves. There were no transactions incurred in the JV from its incorporation to the period ended December 31, 2014. There is no liability if the Company eventually does not make any investment in the JV. However, the Company may lose its right to the JV if no investment is made within a reasonable period.
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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 Commissions 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, 2014.
Managements Annual Report on Internal Control over Financial Reporting:
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company. 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 determined that our internal control over financial reporting was not effective as of December 31, 2014.
Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.
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Management has evaluated the effectiveness of our internal control over financial reporting using the criteria established in Internal Control Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
The matter involving internal control over financial reporting that our management considered to be a material weakness was:
-
Lack of segregation of duties as we have an inadequate number of personnel to properly implement control procedures.
The aforementioned material weakness was identified by our CEO and CFO in connection with the audit of our consolidated financial statements as of December 31, 2013.
Management believes that the material weakness set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee, the inadequate accounting personnel results in ineffective oversight in the monitoring of required internal controls over financial reporting, which weaknesses could result in a material misstatement in our financial statements in future periods.
Managements Remediation Initiatives
In an effort to remediate the identified material weakness and enhance our internal controls over financial reporting, the Company plans to make the necessary improvements to remediate the deficiency.
This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Commission that permit us to provide only managements 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 year ended December 31, 2014. 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
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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. 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
Hin Kwok Sheung
63 CEO/President,
February 1, 2014
Director
To Present
Robin Young
71
Secretary/Director
Inception to Present
Jia Charles Yao
68
Director
February 1, 2014
To Present
Ke Feng (Andrea)Yuan
42
CFO, Director
February 2015 to Present
Yun Fei Liu
34
Director
February 2015 to Present
Zhao Hui Wu
44
Director
February 2015 to Present
Business Experience of Officers and Directors
Hin Kwok Sheung
Chief Executive Officer and President, Director, and Chairman of the Board, was appointed to his positions with the company on February 1, 2014. He was a director of the Xin Tong Tai Storage and Logistics Company from 1995 through 2011. In 2009, Mr. Sheung worked with the city of Chengdu, China as a commercial property developer. In 2012, Mr. Sheung was the director and CEO of Wanxing Property Developments Company and of the Golden Imperial Gardens Development Company. Mr. Sheung graduated from the University of Heilongliang with a B.A. in linguistics with a focus in Russian.
Robin Young
Secretary and Director, has been the principal of Young Engineering Corporation, an engineering consulting 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 Whos Who in British Columbia and International Whos Who
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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 masters degree in civil and structural engineering in 1970 from Concordia University.
Jia Charles Yao
Director, was the general manager of TangShan Xintungtai Storage and Transportation Company Ltd. in China from 2001 through 2012. TangShan is engaged with the storage, transportation, and logistics of materials. From 2003 through 2006, Mr. Yao was a research student in the MBA program in the Faculty of Economic Management at the Capital University of Economics and International Trades.
Ke Feng (Andrea) Yuan
Chief Financial Officer, Director. Ms. Andrea Yuan is a Chartered Professional Accountant (CPA)/Certified General Accountant (CGA) in British Columbia and a Certified Public Accountant in New Hampshire. Ms. Yuan obtained her Bachelor of Economics from Shanghai University of Finance and Economics in 1994. Ms. Yuan started her career as an internal auditor and then as team head of the internal audit department at the Bank of China's Shanghai Pudong branch in China from 1994 through to 1999. After arriving in Canada in spring of 1999, Ms. Yuan worked as an accountant at a small accounting firm while she worked towards her CGA designation.
Ms. Yuan moved to Davidson and Company LLP, Chartered Accountants, in 2004 where she worked in the firms audit group. From November 2006 until 2009, Ms. Yuan was employed as an audit manager at Davidson. From 2009 until October 2011, Ms. Yuan was employed as an audit principal at Davidson. In addition to overseeing a variety of Canadian public company audit files, she was also responsible for conducting the audits of various foreign public companies including Chinese and Korean companies.
Ms. Yuan started her own financial and management consulting company Black Dragon Financial Consulting Services Inc. in November 2011. Currently, Ms. Yuan acts as Chief Financial Officer or financial consultant for several public companies listed on the TSX Venture Exchange.
Ms. Yuan is fluent in both English and Mandarin.
Zhao Hui Wu
Director. Mr. Zhao Hui Wu received his Bachelor degree from the Northeast University in 1994. In 1998, Mr. Wu passed the qualification exam of law society in 1998, and was called to the Bar in 1999. Mr. Wu started to practice law since then. In 2011, Mr. Wu established Beijing YongRui Law Firm with other partners. Currently, Mr. Wu is Managing Partner of Beijing YongRui Law Firm.
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Mr. Wus business practice focuses on corporate, finance, Chinese stock exchange, acquisition and merger, and real estate areas. Ms. Wu has been involved in projects in various industries such as real estate, finance, import & export, chemical industry, liquor store, retail, IT, and etc. Mr. Wu is also familiar with laws related to patent, trade mark and intellectual rights related to equipment and machinery.
Mr. Wu acts as legal council for China Custom Head Office, Beijing Public Health Bureau and Beijing Physical Training Bureau. Mr. Wus clients include many prestigious national companies such as CFOCO Group, China Resources (Holdings) Company Ltd. (CR), Sinochem Group, China International Capital Corporation Limited (CICC), China Great Wall Industry Corp. (CGWIC), China National Precision Machinery I/E Corp. (CPMIEC), Hony Capital and others. For example, COFCO Group has four companies listed in Hong Kong, namely, China Foods (HK00506), China Agri-Industries Holdings (HK00606), Mengniu Dairy (HK02319),and COFCO Packaging Holdings (HK00906) and three companies listed in mainland China, namely, COFCO Tunhe (600737), COFCO Real Estate (000031) and BBCA (000930).
Yun Fei Liu
Director. Mr. Yun Fei Liu is an experienced businessman who is strong in marketing and sales area. Mr. Liu started to work as sales person in 2004 in marketing department of a top IT mall at Zhongguanchun Science Park (Chinese Silicon Valley). In 2005, Mr. Liu worked as sales manager at Yongjiqu Auto Service Ltd., and then as General Manager of Beijing Branch from 2006 to 2008. In 2008, Mr. Liu established his own company Dipu Auto Services Ltd. In the same year, the company became a member of Specialty Equipment Market Association (SEMA), an auto aftermarket association formed in 1963 in America with 6,383 company members worldwide. In 2014, due to his excellent marketing and sales skills, Mr. Liu was invited to Globalink to help promote and develop its travel business in China.
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 complied with all applicable Section 16(a) filing requirements during 2014.
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.
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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
During the year ended December 31, 2014, the Company paid US$11,658 each to ex-directors, Daniel Lo and Ben Choi. The Company also paid US$20,658 to Robin Young, Secretary and director of the Company. No compensation was paid to executives during the year ended December 31, 2013.
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.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS
The following table sets forth, as of March 30, 2015, the number and percentage of outstanding shares of the registrants 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.
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Name of Beneficial Owners
Common Stock
Beneficially Owned
Percentage (1)
Robin Young (2)
3,502,150 8.24%
426 Main Street
Suite #202
Vancouver, B.C. V6A 2T4
Hin Kwok Sheung
10,000,000
23.54%
426 Main Street
Suite #202
Vancouver, B.C. V6A 2T4
Jia CharlesYao
2,000,000
4.71%
426 Main Street
Suite #202
Vancouver, B.C. V6A 2T4
Yun Fei Liu
4,000,000
9.42%
426 Main Street
Suite #202
Vancouver, B.C. V6A 2T4
Directors and Officers,
as a group(4 persons)
19,502,150 45.90%
Barry Phillips
3,750,000 8.83%
7903 - 93a Ave.
Edmonton, Alberta T6C 1V2
Petula Wong
3,750,000 8.83%
Rm C 12/F 55 Tong Mi Road
Kowloon, Hong Kong
Ben Choi
3,750,000 8.83%
426 Main Street
Suite #202
Vancouver, B.C. V6A 2T4
Daniel Lo
3,750,000 8.83%
333 - 13988 Cambie Road
Richmond, B.C. Canada V6V 2K4
(1) Based upon 42,485,000 issued and outstanding as of March 30, 2015.
(2) Owned by Fidelity Clearing Canada ULC, controlled by Robin Young. Fidelity Clearing Canada ULC is located at 483 Bay Street, Suite 200, South Tower, Toronto, ON M5G 2N7.
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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 company by the three principal shareholders and they bear no interest. These notes are short term advances which are paid generally within one year. The balance at December 31, 2013 is $62,297. We do have any balance outstanding as of December 31, 2014.
Director Independence
During the year ended December 31, 2014, the registrants board of directors consisted of Hin Kwok Sheung, Jia Charles Yao, 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, 2014, 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 have incurred fees and expenses from Davidson & Company LLP, Chartered Accountants of $31,100 and $Nil, respectively, for the 2014 and 2013 fiscal years. 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 have incurred fees and expenses from Davidson & Company LLP, Chartered Accountants of $7,100 and $Nil, respectively, for the 2014 and 2013 fiscal years for professional services rendered for tax compliance, tax advice, and tax planning.
All Other Fees
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 2014 and 2013 were approved by the Board of Directors pursuant to its policies and procedures. We intend to continue using Davidson & Company LLP, Chartered Accountants solely for audit and audit-related services, tax consultation and tax compliance services, and, as needed, for due diligence in acquisitions.
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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, 2014 and 2013
Statements of Operations:
For the years ended December 31, 2014 and 2013
Statements of Changes in Shareholders Equity
For the years ended December 31, 2014 and 2013
Statements of Cash Flows:
For the years ended December 31, 2014 and 2013
Notes to Financial Statements
For the years ended December 31, 2014 and 2013
(a)(2) List of Financial Statement schedules included in Part IV hereof: None
(a)(3) Exhibits
The following exhibits are included herewith:
Exhibit No. | Description |
31 | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32 | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101.INS* | XBRL Instance Document |
101.SCH* | XBRL Taxonomy Extension Schema Document |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB* | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
*XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. (Incorporated by reference to the 10-K filed March 31, 2014)
Following are a list of exhibits which we previously filed in other reports which we filed with the SEC, including the Exhibit No., description of the exhibit and the identity of the Report where the exhibit was filed.
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NO. | DESCRIPTION | FILED WITH | DATE FILED |
|
|
|
|
3.1 | Articles of Incorporation | Form SB-2 | May 10, 2006 |
3.2 | Bylaws | Form SB-2 | May 10, 2006 |
4 | Specimen Stock Certificate | Form SB-2 | May 10, 2006 |
10 | Share Exchange Agreement | Form 8-K | March 6, 2009 |
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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: March 30, 2015
/s/Hin Kwok Sheung
By: Hin Kwok Sheung, Chief Executive Officer and President
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, Ltd.
(Registrant)
By: /s/Ke Feng (Andrea) Yuan
Dated: March 30, 2015
Ke Feng (Andrea) Yuan
Chief Financial Officer, Director
Director, Chief Executive Officer
(As a duly authorized officer on behalf of the registrant and as Principal Executive Officer)
By: /s/Hin Kwok Sheung
Dated: March 30, 2015
Hin Kwok Sheung
Chief Executive Officer, President and Director
By: /s/Ke Feng (Andrea) Yuan
Dated: March 30, 2015
Ke Feng Yuan
Chief Financial Officer, and Director
By: /s/Yun Fei Liu
Dated: March 30, 2015
Yun Fei Liu
Director
By: /s/Robin Young
Dated: March 30, 2015
Robin Young
Director, Secretary
By: /s/Jia Charles Yao
Dated: March 30, 2015
Jia Charles Yao
Director
By: /s/Zhao Hui Wu
Dated: March 30, 2015
Zhao Hui Wu
Director
36