UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended 12/31/08
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 333-133961
Globalink, Ltd.
--------------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA Not applicable
---------------------- ----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification Number)
#202 - 426 Main Street Vancouver, B.C. V6A 2T0
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(Address of principal executive offices, Zip Code)
(Registrant's telephone number, including area code) (604) 828-8822
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined by Rule 405 of the Securities Act.
[ ] Yes [x] No
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Act. [ ] Yes [ ] No
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
[x] Yes [ ] No
Indicate by checkmark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's
knowledge, indefinitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form
10-K. [x]
2
Indicate by checkmark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [x]
Indicate by check mark whether Globalink is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
Yes [ ] No [x]
Globalink revenues for its most recent fiscal year were $245,255. The
market value of Globalink's voting common stock held by non-affiliates
of Globalink was approximately $0.00.
The number of shares outstanding of Globalink's only class of common
stock, as of December 31, 2008 and February 28, 2010 was 24,785,000
shares and 24,785,000 shares of its common stock, respectively.
No documents are incorporated into the text by reference.
3
Globalink, Ltd.
Form 10-K/A
For the Fiscal Year Ended December 31, 2008
Table of Contents
Part I
ITEM 1. BUSINESS 4
ITEM 1A. RISK FACTORS 7
ITEM 1B. UNRESOLVED STAFF COMMENTS 7
ITEM 2. PROPERTIES 7
ITEM 3. LEGAL PROCEEDINGS 7
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 7
Part II
ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS 8
ITEM 6. SELECTED FINANCIAL DATA 8
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 9
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK 14
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 15
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE 35
ITEM 9A. CONTROLS AND PROCEDURES 35
ITEM 9B. OTHER INFORMATION 36
Part III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, CONTROL
PERSONS AND CORPORATE GOVERANCE; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT 37
ITEM 11. EXECUTIVE COMPENSATION 39
ITEM 12. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDERS MATTERS 39
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE 40
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 41
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 41
SIGNATURES 42
4
PART I
ITEM 1. BUSINESS
General
The registrant was incorporated in the State of Nevada on February 3,
2006. The registrant has focused its efforts in the Internet Hotel
booking services arena. The registrant has developed a proprietary
online hotel booking program for connecting users with available rooms
in hotels across the world. In order to gain the access to the hotels,
the registrant acquired OneWorld Hotel Destination Service Inc in
Vancouver, B.C. Canada on October 31, 2008. OneWorld Hotel Destination
Service Inc is a hotel booking company which has established strong
relationships with major hotel chains such as Radisson, Hilton and
Sheraton. Its clients include travel agents in major cities such as
Vancouver, Toronto, Calgary, and Montreal. After the acquisition, the
registrant intends to put the OneWorld operations into the online
platform.
Effective October 31, 2008, the registrant 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.
Operations
Globalink intends to develop and operate an internet hotel booking
website to provide online hotel booking services for travel agencies,
leisure and small business travelers. This hotel booking website will
feature traveler oriented interfaces which will allow travel agencies
and travelers to make reservation for the hotel accommodation online.
The site will provide easy access to the description of the hotel and
real time rates with availability of access 24 hours a day and 7 days a
week. The customers can book and confirm their hotel rooms
instantaneously from anywhere in the world. This hotel booking website
will offer one-stop updated hotel booking and reservation services.
The peak season in hotel booking is from November to March and from
July to September every year.
We will first attract the local customers and hotel suppliers to our
Internet hotel booking web site. We will provide a vendor marketplace
for the hotel vendors to log in and allow them to post their available
hotel rooms & prices on the website. An interface will be provided to
each hotel listing their rooms with us so that the hotel management can
upload daily the latest rates and latest availability of rooms onto the
website.
To encourage more hotels to utilize this website, we will waive the
membership fee for the hotels to join into this network. We will only
charge approximately 10% commission from the hotels if the booking
transaction takes place in this hotel booking web site.
The customer and business travelers will be able to login to the
website to search for the hotel room availability, real-time pricing,
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hotel information, hotel reservation, and hotel confirmation. Each
customer will have their own account to keep track of his travel
information.
The web site will provide special hot deals and travel packages to the
customers. For the return customers, the award points will be earned
and credited to their accounts. Discount voucher and free hotel room
will be awarded when their points reach the reward level.
In order to make our web site a comfortable place for the customers and
hotel vendors to use, we will build an underlying technology
infrastructure that enables the transactions through our websites to be
processed in a quick, reliable, scalable and secure environment.
Competition. The online commerce market, particularly over the
Internet, is new, rapidly evolving and intensely competitive, and we
expect that the competition will intensify in the future. Barriers to
entry are minimal, and current and new competitors can launch new
websites at a relatively low cost. We believe while we currently may
have disadvantages in this market, the growth of this market is able to
allow us to take a market share if we can maintain reliable, fast
response, and quality service to our customers and hotel suppliers.
We 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 Globalink may have a
material adverse effect on our business, prospects, financial condition
and results of operations.
Marketing Strategy
Our objective is to make this internet hotel booking web site to gain a
market presence and become one of the leading online hotel booking web
sites in local and international markets with time.
In order to achieve our objective, we need to meet the following events
or milestones in the next twelve months:
- We must complete the internet hotel booking web site within six
months. The activities include purchasing and putting into place the
necessary electronic infrastructure to support our website; developing
the software and programs to operate both our website and our referral
database; and testing and fine tuning the functionality of our website.
- We must promote our website. We will pursue an aggressive brand
awareness strategy which includes a substantial advertising presence in
the media, such as newsprints, online media, and radio and television
as well as public billboards. We need to attract an increasingly number
of customers to use our web site.
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- Another major crucial factor to make this web site a success is
the strong relationship with the hotel suppliers. We will work closely
with the hotel suppliers to give us input to design the easy tools to
facilitate suppliers' entry of pricing, availability and description
information directly into our marketplace.
We intend to first sign up at least few hotel suppliers to use our
hotel booking website after the completion of site. Our directors and
officers have contacted a few hotel suppliers locally to solicit their
interests in using our hotel booking web site. Although we have had
preliminary discussions with a few suppliers who had shown interest in
our project and although they could materially affect our operations,
we currently do not have any affiliation or contractual obligations
with these suppliers. We cannot be certain whether any of these
companies will use our services.
We plan to place the underlying infrastructure and functionality to our
websites. The stability of the backbone of the website is important to
prevent and minimize the down-time of the web site. Any down-time may
cause us to loss the customers and the confidence of the hotel
suppliers. It will substantially affect the company and may impair our
operation. We will also establish a reliable system to verify the
transaction order, providing a comfortable place for the customers and
the hotel suppliers to use.
For the first year of operation, the marketing costs will depend on the
amount of funding raised in this offering. Management is of the
opinion that we will need to raise $625,000 to achieve net income
producing operations. To achieve brand awareness, we intend to
allocate the following amounts:
- If $625,000 is raised, we will allocate $125,000 for
market and advertising which will consist of minimal local
exposure through billboards, television and radio spots, news
media and travel magazines.
- If $1,250,000 is raised, we will allocate $300,000 for
market and advertising which will consist of local exposure
through billboards, television and radio spots, news media and
travel magazines. Additionally, we can launch separate marketing
schemes to different populated cities, not necessarily in the
same country.
- If $2,500,000 is raised, we will allocate $563,000 for
marketing and brand exposure which will include local exposure
through billboards, television and radio spots, news media and
travel magazines. Additionally, we will launch separate
marketing schemes to one or two affluent cities outside of the
United States.
- If the total offering amount is raised, we will allocate
$1,200,000 for marketing and brand exposure which will include
local exposure through billboards, television and radio spots,
news media and travel magazines. Additionally, we will increase
our brand awareness in additional cities
7
Employees
We presently have no full-time employees and no part-time employees.
We intend to enter into employment agreements with our officers. Terms
and conditions of these agreements have not yet been determined.
ITEM 1A. RISK FACTORS
Not applicable to smaller reporting companies.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable
ITEM 2. PROPERTIES
Our executive offices of approximately 600 square feet are located at
426 Main Street, 2nd Floor, Vancouver, B.C., V6A 2T4. We have a signed
sublease for the property with the main tenant with freedom to vacate
as desired.
The registrant 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, 2008 was $1,876. Future minimum lease payments
are as follows:
Fiscal year
Ended December 31,
2009 $11,256
2010 11,256
2011 11,256
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33,768
=======
ITEM 3. LEGAL PROCEEDINGS.
The registrant is aware of no pending or threatened litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
During the fourth quarter of the fiscal year ended December 31, 2008,
no matters were submitted to a vote of Globalink's security holders,
through the solicitation of proxies.
8
PART II
ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Item 5(a)
a) Market Information. Our common stock is listed on the NASDAQ
bulletin board under the symbol GOBK as of December 20, 2007 and the
first trade was made on March 6, 2008.
The following table sets forth the range of high and low bid quotations
for the registrant's common stock. The quotations represent inter-
dealer prices without retail markup, markdown or commission, and may
not necessarily represent actual transactions.
Quarter Ended High Bid Low Bid
3/31/08 1.00 .75
6/30/08 1.20 .80
9/30/08 1.01 .11
12/31/08 .16 .05
b) Holders. At March 31, 2009, there were approximately 62
shareholders of the registrant.
c) Dividends. Holders of the registrant's common stock are entitled
to receive such dividends as may be declared by its board of directors.
No dividends on the registrant's common stock have ever been paid, and
the registrant does not anticipate that dividends will be paid on its
common stock in the foreseeable future.
d) Securities authorized for issuance under equity compensation plans.
No securities are authorized for issuance by the registrant under
equity compensation plans.
e) Performance graph. Not applicable.
f) Sale of unregistered securities. None.
Item 5(b) Use of Proceeds. Not applicable.
Item 5(c) Purchases of Equity Securities by the issuer and
affiliated purchasers. None.
Item 6. SELECTED FINANCIAL DATA.
Not applicable to a smaller reporting company.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Trends and Uncertainties.
During 2008, we started generating revenue upon completion of the
acquisition of OneWorld Hotel Destination Services, Inc. We acquired
all of the common shares of OneWorld for 2,000,000 common shares and a
promissory note. In addition, we are seeking to expand our revenue
base by adding new customers and increasing our marketing and
advertising. We will need net revenues of a minimum of $315,000 over
the next twelve months to continue operations. This amount is based on
minimum expenditures for wages, marketing, legal and accounting,
equipment purchases, to substantially complete our online hotel rooms
reservation program website development, office expenses and travel and
promotion. We do generate sufficient cash flow to maintain continuous
skeleton operations. This is due to our officers and directors
agreement to defray cash compensation, the continuation of the
development of the website in-house by the directors, the defraying of
marketing, promotion and travel and the merger of our offices with
OneWorld.
OneWorld currently generates sufficient cash flow to maintain its own
daily operation. However, in order to realize effective marketing and
promotion, Globalink will need to raise the addition capital through
the sale of capital stock. The use of funds would be rationed for
marketing and promotion purposes, expansion of the OneWorld operation
and working capital needs.
Failure to expand our 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.
10
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.
Capital and Source of Liquidity.
Globalink, Ltd.
Prior to the acquisition of OneWorld, all of Globalink's operating
capital has either been advanced by current shareholders or from
proceeds for the issuance on common shares.
For the year ended December 31, 2008, Globalink received advances from
shareholders of $3,092. As a result, Globalink had net cash from
financing activities of $3,092 for the year ended December 31, 2008.
For the year ended December 31, 2008, Globalink acquired capital assets
of $7,865 and issued a note payable for the purchase of OneWorld for
$469,800 and had purchase effects of the subsidiary of $62,115. As a
result, the registrant had cash flows from investing activities of
$399,820 for the year ended December 31, 2008.
OneWorld Hotel Destination Services, Inc.
For the four months ended October 31, 2008, OneWorld repaid $88,234 of
its advances from shareholders and paid a cash dividend of $28,108. As
a result, OneWorld had cash flows used in financing activities of
$116,342 for the three months ended October 31, 2008.
For the four months ended October 31, 2008, OneWorld sold capital
assets of $1,365 resulting in cash flows from investing activities of
$1,365.
For the twelve months ended June 30, 2008, OneWorld had an increase in
advances from shareholders of $55,058 and paid a cash dividend of
$9,834 resulting in cash flows from financing activities of $45,224.
For the twelve months ended June 30, 2008, OneWorld purchased capital
assets of $2,941 resulting in cash flows used in investing activities
of $2,941.
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For the twelve months ended June 30, 2007, OneWorld repaid advances
from shareholders of $9,262 resulting in cash flows used in financing
activities of $9,262.
For the twelve months ended June 30, 2007, OneWorld purchased capital
assets of $3,128 resulting in cash flows used in financing activities
of $3,128.
Results of Operations
Globalink, Ltd.
For the year ended December 31, 2008, Globalink revenues of $245,255
with cost of sales of $225,790 resulting in gross margin of $19,465.
The net loss for the year ended December 31, 2008 is $72,291. Expenses
consisted of wages and salaries of $26,290, exchange losses of $33,375
and other administrative expenses of $36,111. These amounts increased
over 2007 due to the acquisition of OneWorld.
OneWorld Hotel Destination Services, Inc.
For the four months ended October 31, 2008, OneWorld received revenue
of $97,996. For the four months ended October 31, 2008, OneWorld
incurred expenses of $73,207. These expenses consisted of wages and
salaries of $44,366 and other administrative expenses of $28,821. Net
income for the period was $19,598.
For the twelve months ended June 30, 2008, OneWorld received revenue of
$311,342. For the twelve months ended June 30, 2008, OneWorld incurred
expenses of $311,992. These expenses consisted of wages and salaries
of $162,982 and other administrative expenses of $149,101. Other income
received was $137,572. Net income for the period was $119,371.
Comparatively, for the twelve months ended June 30, 2007, OneWorld
received revenue of $283,551. For the twelve months ended June 30,
2007, OneWorld incurred expenses of $249,606. These expenses consisted
of wages and salaries of $133,233 and other administrative expenses of
$116,373. Other income received was $51,006. Net income for the period
was $94,951.
Wages and salaries increased from June 30, 2007 to June 30, 2008 due to
increased operations. Other administrative expenses decreased from
June 30, 2007 to June 30, 2008 due to management's efforts to limit its
expenses. Other income increased from $51,006 in 2007 to $119,371 due
to increased operations.
We are currently working on the hotel booking website. The initial
structure and preliminary functions are done. More work will be
required before the site can be used and tested. Actual hotel listings
will need to be incorporated.
Off-Balance Sheet Arrangements
The registrant had no material off-balance sheet arrangements as of
December 31, 2008.
12
Contractual Obligations
The registrant has no material contractual obligations
New Accounting Pronouncements
In May 2008, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 163, "Accounting for Financial Guarantee Insurance Contracts-
and interpretation of FASB Statement No. 60". SFAS No. 163 clarifies
how Statement 60 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. SFAS No. 163 is effective for
fiscal years beginning on or after December 15, 2008, and interim
periods within those years. SFAS No. 163 has no effect on the
registrant's financial position, statements of operations, or cash
flows at this time.
In May 2008, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 162, "The Hierarchy of Generally Accepted Accounting
Principles". SFAS No. 162 sets forth the level of authority to a given
accounting pronouncement or document by category. Where there might be
conflicting guidance between two categories, the more authoritative
category will prevail. SFAS No. 162 will become effective 60 days after
the SEC approves the PCAOB's amendments to AU Section 411 of the AICPA
Professional Standards. SFAS No. 162 has no effect on the registrant's
financial position, statements of operations, or cash flows at this
time.
In March 2008, the Financial Accounting Standards Board, or FASB,
issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities-an amendment of FASB Statement No. 133. 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 Statement
133 and its related interpretations, and (c) how derivative instruments
and related hedged items affect an entity's financial position,
financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods
beginning after November 15, 2008, with early application encouraged.
The registrant has not yet adopted the provisions of SFAS No. 161, 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 SEC issued Staff Accounting Bulletin (SAB) No.
110 regarding the use of a "simplified" method, as discussed in SAB No.
107 (SAB 107), in developing an estimate of expected term of "plain
vanilla" share options in accordance with SFAS No. 123 (R), Share-Based
Payment. In particular, the staff indicated in SAB 107 that it will
accept a company's election to use the simplified method, regardless of
whether the company has sufficient information to make more refined
estimates of expected term. At the time SAB 107 was issued, the staff
believed that more detailed external information about employee
exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily
13
available to companies. Therefore, the staff stated in SAB 107 that it
would not expect a company to use the simplified method for share
option grants after December 31, 2007. The staff understands that such
detailed information about employee exercise behavior may not be widely
available by December 31, 2007. Accordingly, the staff will continue
to accept, under certain circumstances, the use of the simplified
method beyond December 31, 2007. The registrant currently uses the
simplified method for "plain vanilla" share options and warrants, and
will assess the impact of SAB 110 for fiscal year 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 FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statements-an amendment of ARB No.
51. This statement amends ARB 51 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 Statement 141 (revised 2007). The
registrant will adopt this Statement beginning March 1, 2009. It is not
believed that this will have an impact on the registrant's consolidated
financial position, results of operations or cash flows.
In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations.' This Statement replaces FASB Statement No. 141, Business
Combinations, but retains the fundamental requirements in Statement
141. 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 FASB Statement No. 160, 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 registrant's consolidated financial position,
results of operations or cash flows.
14
In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option
for Financial Assets and Liabilities-Including an Amendment of FASB
Statement No. 115. 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 FAS 159 are elective; however, an amendment to FAS 115
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. SFAS No. 159 is effective as of the beginning of an entity's
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 SFAS No. 157 Fair Value
Measurements. The registrant will adopt SFAS No. 159 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 FASB issued SFAS No. 157, 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
registrant will adopt this statement March 1, 2008, and it is not
believed that this will have an impact on the registrant's consolidated
financial position, results of operations or cash flows.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.
Globalink does not have any significant market risk exposures.
15
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
GLOBALINK CORP.
Index to
Financial Statements
Page
----------
Report of Independent Registered Public Accounting Firm 16
Balance Sheet
December 31, 2008 and OneWorld October 31, 2008, June
30, 2008 and June 30, 2007 17
Statements of Operations for the year ended
December 31, 2008 and OneWorld October 31, 2008, June 30,
2008 and June 30, 2007 19
Statement of Stockholders' Deficit
for the year ended December 31, 2008 20
Statements of Cash Flows for the year ended
December 31, 2008, OneWorld October 31, 2008, June 30,
2008 and June 30, 2007 22
Notes to Financial Statements
December 31, 2008 24
16
[Letterhead of Thomas J. Harris, CPA]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
GLOBALINK, LTD.
Vancouver, B. C., Canada
We have audited the balance sheets of GLOBALINK, LTD. AND SUBSIDIARY,
as at DECEMBER 31, 2008 and OneWorld Hotel Destination Service, Inc. at
October 31, 2008, June 30, 2008 and 2007, and the statements of
earnings and deficit, stockholders' deficiency and cash flows for the
periods then ended. These financial statements are the responsibility
of the company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. I believe that my audit
provides a reasonable basis for my opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of GLOBALINK
LTD. AND SUBSIDIARY, as of December 31, 2008 and OneWorld Hotel
Destination Service, Inc. as of October 31, 2008, June 30, 2008 and
2007 and the results of its operations and its cash flows for the
periods then ended in conformity with generally accepted accounting
principles accepted in the United States of America.
Also, management has elected to record the merger with OneWorld showing
OneWorld as the predecessor. This change necessitated substantial
changes to the operations for prior periods as shown in Note 8.
/s/Thomas J. Harris, CPA
---------------------------
Thomas J Harris, CPA
April 13, 2009
except November 19, for showing of One World as the predecessor
17
Globalink, Ltd. and Subsidiary
Consolidated Balance Sheet
December 31, 2008 and OneWorld October 31, 2008,
June 30, 2008 and June 30, 2007
(Expressed in U.S. Dollars)
OneWorld Hotel Destination Services, Inc.
-----------------------------------------
2008** 10/31/08 06/30/08 06/30/07
ASSETS ---- -------- -------- --------
Current assets:
Cash $ 579,464 $ 609,764 $ 835,316 $ 759,513
Term deposit - 13,240 15,690 14,076
Accounts receivable trade 109,406 252,698 148,185 261,884
Other Receivable 28,743 24,981 - 2,806
Other Current Assets 22,383 17,223 15,642 19,329
---------- ---------- ---------- ----------
Total current assets 739,995 928,906 1,014,833 1,057,607
---------- ---------- ---------- ----------
Fixed assets, net of accumulated
depreciation 17,909 8,555 9,192 9,596
---------- ---------- ---------- ----------
Goodwill 274,449 - - -
---------- ---------- ---------- ----------
TOTAL ASSETS $1,032,353 $ 937,461 $1,024,025 $1,067,203
========== ========== ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrual $ 338,776 $ 560,262 $ 553,761 $ 756,468
Notes payable OneWorld Acquisition 469,800 - - -
Dividends payable - - 19,668 -
Other current liabilities 2,974 1,848 3,307 5,568
---------- ---------- ---------- ----------
Total current liabilities 861,550 562,110 576,736 762,036
---------- ---------- ---------- ----------
OTHER LIABILITIES:
Advances from Shareholders 30,390 - 52,253 -
---------- ---------- ---------- ----------
Total other liabilities 30,390 - 52,253 -
---------- ---------- ---------- ----------
TOTAL LIABILITIES 891,940 562,110 628,989 762,036
---------- ---------- ---------- ----------
STOCKHOLDERS' EQUITY:
Common stock, $.0002 par value,
500,000,000 shares authorized and
24,785,000 shares issue and
outstanding 4,957 - - -
Common Stock authorized, issued
and outstanding 1,000,000 shares 6,362 6,362 6,362
Preferred Stock authorized, issued
and outstanding 1,000,000 shares - 6,362 6,362 6,362
Paid-in Surplus 403,243 - - -
18
Retained earnings (267,787) 362,587 382,272 292,403
---------- ---------- ---------- ----------
Total Stockholders' Equity 140,413 375,351 395,036 305,167
---------- ---------- ---------- ----------
TOTAL LIABILITIES & STOCKHOLDERS'
EQUITY $1,032,353 $ 937,461 $1,024,025 $1,067,203
========== ========== ========== ==========
The accompanying notes are an integral part of these statements.
19
GLOBALINK, LTD. and Subsidiary
Consolidated Statement of Operations
December 31, 2008 and OneWorld October 31, 2008,
June 30, 2008 and June 30, 2007
(Expressed in U.S. Dollars)
OneWorld Hotel Destination Services, Inc.
-----------------------------------------
For year For four For twelve For twelve
ended Months ended Months ended Months ended
12/31/08 10/31/08 06/30/08 06/30/07
------------ ------------ ------------ ------------
Revenue $ 38,768 $ 97,996 $ 311,342 $ 283,551
Expenses
Wages & salaries 26,290 44,386 162,982 133,233
Expenses from subsidiary 67,915 - - -
Other administrative expenses 34,521 28,821 149,010 116,373
---------- ---------- ---------- ----------
128,726 73,207 311,992 249,606
---------- ---------- ---------- ----------
Income (deficit) from operations (89,958) 24,789 (650) 33,945
---------- ---------- ---------- ----------
Other income and expenses (16,873) (5,191) 137,572 51,006
---------- ---------- ---------- ----------
Income before income taxes (106,831) 19,598 136,922 84,951
Income tax - - 17,551 14,208
---------- ---------- ---------- ----------
Income for the period $ (106,831) $ 19,598 $ 119,371 $ 70,743
========== ========== ========== ==========
Basic and Diluted Loss
per Share (0.0046) 0.0196 0.1194 0.0707
========== ========== ========== ==========
Weighted Number of
Common Shares 23,451,667 1,000,000 1,000,000 1,000,000
---------- ---------- ---------- ----------
**The December 31, 2008 income includes the two months operations of
OneWorld Hotel Destinations, Inc.
The accompanying notes are an integral part of these statements.
20
GLOBALINK, LTD. and Subsidiary
Consolidated Statement of Stockholders' Equity (Deficit)
For The Years Ended December 31, 2008 and 2007
(Expressed in U.S. Dollars)
Number of Common Preferred Paid In
shares Stock Stock Surplus
--------- ------- ---------- -------
Balance - June 30, 2006 2,000,000 $ 6,382 $ 6,382 $ -
Net Income 2007 - - - -
-----------------------------------------
Balance at June 30, 2007 2,000,000 6,382 6,382 -
Dividends paid - - - -
Net income 2008 - - - -
------------------------------------------
Balance at June 30, 2008 2,000,000 6,382 6,382 -
Effects of merger - - - -
Net income July 1, 2008 through
October 31, 2008 - - - -
------------------------------------------
Balance at October 31, 2008 2,000,000 $ 6,382 $ 6,382 $ -
==========================================
Globalink, Ltd. and Subsidiary
Effect of 5 for 1 stock split and
Reduction of par value to .0002 22,785,000 4,557 - 223,643
Shares issued in acquisition of
OneWorld Hotel Destination Services,
Inc. 2,000,000 400 - 179,600
Net Loss for the year ended
December 31, 2008 - - - -
------------------------------------------
Balance at December 31, 2008 24,785,000 $ 4,557 $ - $403,243
==========================================
The accompanying notes are an integral part of these statements.
21
GLOBALINK, LTD. and Subsidiary
Consolidated Statement of Stockholders' Equity (Deficit)
For The Years Ended December 31, 2008 and 2007
(Expressed in U.S. Dollars)
Continued
Total
Retained Stockholders'
Earnings Equity
-------- -------------
Balance - June 30, 2006 $ 221,660 $ 234,424
Net Income 2007 70,743 70,743
---------------------------
Balance at June 30, 2007 282,403 305,167
Dividends paid (29,502) (29,502)
Net income 2008 119,371 118,371
---------------------------
Balance at June 30, 2008 382,272 395,036
Effects of merger (39,283) (39,283)
Net income July 1, 2008 through
October 31, 2008 19,598 19,598
---------------------------
Balance at October 31, 2008 $ 362,587 $ 375,351
===========================
Globalink, Ltd. and Subsidiary
Effect of 5 for 1 stock split and
Reduction of par value to .0002 (160,956) 67,244
Shares issued in acquisition of
OneWorld Hotel Destination Services,
Inc. - 180,000
Net Loss for the year ended
December 31, 2008 (106,831) (106,831)
---------------------------
Balance at December 31, 2008 $(267,787) $ 140,413
===========================
The accompanying notes are an integral part of these statements.
22
GLOBALINK, LTD. and Subsidiary
Consolidated Statement of Cash Flows
For the years ended December 31, 2008 and 2007
(Expressed in U.S. Dollars)
OneWorld Hotel Destination Services, Inc.
-----------------------------------------
For year For four For twelve For twelve
ended Months ended Months ended Months ended
12/31/08 10/31/08 06/30/08 06/30/07
------------ ------------ ------------ ------------
Cash Flows from Operating Activities
Profit(loss) for the period $(106,831) $ 10,598 $ 119,371 $ 70,743
Less Depreciation not requiring
Use of funds 3,421 2,002 3,344 2,615
Net loss on exchange
transactions (16,672) (42,367) - (4,437)
Income taxes (paid)/refunded - - 8,179 (8,370)
Net changes in working capital balances
(Increase)/decrease accounts
receivable (109,406) (104,513) 113,699 (105,170)
Other Receivable (28,743) - - -
(Increase)/decrease in other
current assets (22,383) 3,905 (2,877) (1,063)
Increase/(decrease) in accounts
payable and accruals 341,749 6,502 (202,707) 364,243
(Due to)/refunded government
agencies - 1,848 (3,875) 4,092
Directors' services paid in shares - - - -
--------- --------- --------- ---------
Cash flows provided/(used) in
operating activities 60,935 (113,025) 35,134 322,653
--------- --------- --------- ---------
Cash Flows from Financing Activities
Increase/(decrease) in advances
from shareholders 3,092 (88,234) 55,058 (9,282)
Cash dividend - (28,108) (9,834) -
Share capital issued - - - -
--------- --------- --------- ---------
Cash flows from financing
activities 3,092 (116,342) 45,224 (9,282)
--------- --------- --------- ---------
Cash Flows from Investing Activities
Acquisition of capital assets (7,865) 1,365 (2,941) (3,128)
Note payable for purchase of sub 469,800 - - -
Purchase effects of subsidiary (27,575) - - -
Cash from acquisition of
Subsidiary - - - -
--------- --------- --------- ---------
Cash flows from (used in)
Investing activities 434,369 1,365 (2,941) (3,128)
--------- --------- --------- ---------
Net (Decrease) Increase in Cash
And Cash Equivalents 498,387 (228,002) 77,417 310,243
23
Cash and Cash Equivalents at
Beginning of Period 81,077 851,006 773,589 463,346
--------- --------- --------- ---------
Cash and Cash Equivalents at
End of Period $ 579,464 $ 623,004 $ 851,006 $ 773,589
========= ========= ========= =========
Represented by:
Cash 579,464 609,764 835,316 759,513
Term - 13,240 15,690 14,076
--------- --------- --------- ---------
$ 579,464 $ 623,004 $ 851,006 $ 773,589
========= ========= ========= =========
The accompanying notes are an integral part of these statements.
24
GLOBALINK LTD. and Subsidiary
Notes to Financial Statements
December 31, 2008
(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.
- - -
Accounting Policies
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,
2008 is $151.
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.
25
GLOBALINK LTD. and Subsidiary
Notes to Financial Statements
December 31, 2008
(Expressed in U.S. Dollars)
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
FAS 123(r), 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 FAS 123(r). In addition the company's policy is to
account for all stock based transactions in conformance with FAS 123R.
e) Income taxes
The company utilizes the asset and liability method for income taxes.
Under this method, deferred tax assets and liabilities 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 operating loss and tax 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. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that includes the
enactment date. The company provides a valuation allowance on net
deferred tax assets when it is more likely than not that such assets
will be realized. Currently the Company does not have any proven
periods of profitability. With the purchase of OneWorld Hotel
Destination Services, Inc., the Company has projected profitability in
the following years. When this profitability is realized the company
will enact Statements of Financial Accounting Standards regarding
Accounting for Income Taxes.
f) Basic and diluted loss per share
Basic loss per common share is based upon the net loss for the year
divided by the weighted average number of common shares outstanding
during the year. - - - Such effect was not dilutive in any of the years
presented.
g) Revenue recognition
Revenue is recorded when the corresponding expense can be recognized.
Due to this matching principle revenue is reported by the net proceeds
of the services performed as required by EIFT 99-19.
h) Accounts receivable
Trade receivables are carried at original invoice amount. Accounts
receivable are written off to bad debt expense using the direct write-
26
GLOBALINK LTD. and Subsidiary
Notes to Financial Statements
December 31, 2008
(Expressed in U.S. Dollars)
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. Restated statements
The financial statements have been revised due to management's
determination that the merger of the Company with OneWorld Hotel
Destination Services, Inc. which was originally shown without the
creation of Goodwill was incorrect. In addition OnewWorld has been
changed to the predecessor company. The statements have been revised
for the creation of Goodwill. All statements since October 31, 2008,
date of merger, have been revised for this correction. The quarterly
statements have been restated up to and including September 30, 2009.
The following table represents the effects of the restated statements
as of December 31, 2008:
Restated Original
2008 2008
-------- --------
Sales 247,685 247,685
Loss (106,831) (72,291)
Common Stock 4,957 4,957
Paid in Surplus 403,243 128,794
Retained Deficit (267,787) (267,787)
Earnings Per Share (0.0046) (0.0031)
4. 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
27
GLOBALINK LTD. and Subsidiary
Notes to Financial Statements
December 31, 2008
(Expressed in U.S. Dollars)
5. 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,
2008 is $30,390.
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, 2008 was $1,876. Future minimum lease payments are
as follows:
Fiscal year
Ended June 30,
2009 $11,256
2010 11,256
2011 11,256
-------
$33,768
=======
The Company leases a motor vehicle under an operating lease for a term
of 48 months from June 21, 2005 at a monthly payment of US$537
excluding taxes. Future minimum payments are as follows:
Fiscal year ending June 30, 2009 $6,450
28
GLOBALINK LTD. and Subsidiary
Notes to Financial Statements
December 31, 2008
(Expressed in U.S. Dollars)
Supplemental information - consolidated statements
OneWorld Globalink
12/31/08 12/31/08 Eliminations Consolidated
-------- -------- ------------ ------------
ASSETS
Current Assets:
Cash $ 513,856 $ 65,608 - $579,464
Accounts receivable 109,405 - - 109,405
Other receivable 28,743 - - 28,743
Investment in subsidiary - 341,976 (341,976) -
Other current assets 22,383 - - 22,383
--------- --------- --------- ----------
Total current assets 674,387 407,584 (341,976) 739,995
Fixed assets, net
Of accumulated depreciation 7,379 10,530 - 17,909
Goodwill - 274,449 - 274,449
--------- --------- --------- ----------
TOTAL ASSETS $ 681,766 $ 692,563 $(341,976) $1,032,353
========= ========= ========= ==========
LIABILITIES AND SHAREHOLDERS EQUITY
Current Liabilities
Accounts payable $ 311,377 $ 77,399 $ - $ 388,776
Notes payable - 469,800 - 469,800
Other current liabilities 28,413 4,951 - 33,364
--------- --------- --------- ----------
Total current liabilities 339,790 552,150 - 891,940
Shareholders Equity
Common stock 16,400 4,957 (16,400) 4,957
Paid in surplus - 403,243 - 403,243
Retained earnings/(deficit) 325,576 (267,787) (325,576) (267,787)
--------- --------- -------- ----------
Total shareholders equity 341,976 140,413 (341,976) 140,413
--------- --------- -------- ----------
TOTAL LIABILITIES AND
SHAREHOLDERS EQUITY $ 681,766 $ 692,563 $(341,976) $1,032,353
========= ========= ========= ==========
January through December 31, 2008
One World** Global Eliminations Consolidated
Revenue: 36,768 - - 36,768
Expenses:
Wages and salaries 26,290 - - 26,290
Subsidiary expenses - 67,915 - 67,915
Other administrative expenses 11,065 23,456 - 34,521
-------- ---------- ---------- ---------
Total expenses 37,355 91,371 - 128,726
-------- ---------- ---------- ---------
29
GLOBALINK LTD. and Subsidiary
Notes to Financial Statements
December 31, 2008
(Expressed in U.S. Dollars)(continued)
Income/(loss) from operations 1,413 (91,371) - (89,958)
Other income/(expenses) (16,873) - - (16,873)
-------- ---------- ---------- ---------
Income before income taxes (15,460) (91,371) - (106,873)
Income taxes - - - -
-------- ---------- ---------- ---------
Net income/(loss) $(15,460) $(91,371) $ - $(106,873)
======== ======== ========== =========
** The OneWorld income includes only the amounts since acquisition
November 1, 2008 through December 31, 2008.
8. Business Combination
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.
Following is the proforma balance sheet and income statement as of the
acquisition date, October 31, 2008:
OneWorld Globalink
10/31/08 10/31/08 Eliminations Consolidated
-------- -------- ----------- ------------
ASSETS
Current Assets:
Cash $ 623,005 $ 66,080 - $689,085
Accounts receivable 252,698 - - 252,949
Investment in subsidiary - 375,351 375,351 -
Other current assets 17,224 - - 17,224
--------- --------- --------- ----------
Total current assets 892,927 441,682 375,351 959,258
Other Assets:
Goodwill - 274,449 - 274,449
Other current assets 44,536 11,020 - 55,556
--------- --------- --------- ----------
TOTAL ASSETS $ 937,463 $ 727,151 $ 375,351 $1,289,263
========= ========= ========= ==========
30
GLOBALINK LTD. and Subsidiary
Notes to Financial Statements
December 31, 2008
(Expressed in U.S. Dollars)
LIABILITIES AND SHAREHOLDERS EQUITY
Current Liabilities
Accounts payable $ 560,263 $ 1,280 $ - $ 561,543
Other current liabilities 1,849 500,100 - 501,949
--------- --------- --------- ----------
Total current liabilities 562,112 501,380 - 1,063,492
Shareholders Equity
Common stock 6,382 4,957 (6,382) 4,957
Paid in surplus - 403,243 - 403,243
Preferred stock 6,382 - (6,382) -
Retained earnings/(deficit) 362,587 (182,429) (362,587) (182,429)
--------- --------- -------- ---------
Total shareholders equity 375,351 225,771 (375,351) 225,771
--------- --------- -------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS
EQUITY $ 937,463 $ 727,151 $(375,351) $1,289,263
========= ========= ========= ==========
January through October 31, 2008
One World ** Global Eliminations Consolidated
Revenue 97,996 - - 97,996
Expenses:
Wages and salaries 44,386 - - 44,386
Other administrative expenses 28,821 8,990 - 37,811
---------- ---------- ---------- ----------
Total expenses 73,207 8,990 - 82,197
---------- ---------- ---------- ----------
Income/(loss) from operations 24,789 (8,990) - 15,799
Other income/(expenses) (5,191) 1,088 - (4,103)
---------- ---------- ---------- ----------
Income before income taxes 19,598 (7,902) - 11,696
Income taxes - - - -
---------- ---------- ---------- ----------
Net income/(loss) $ 19,598 $ (7,902) $ - $ 11,696
---------- ---------- ---------- ----------
** OneWorld is reported for the four months ended October 31, 2008.
9. Capital Stock
Authorized
500,000,000 Common shares with $0.0002 par value
Issued
24,785,000 shares to founders.
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.
31
GLOBALINK LTD. and Subsidiary
Notes to Financial Statements
December 31, 2008
(Expressed in U.S. Dollars)
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 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.
10. 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, 2008 and
2007.
12/31/2008 12/31/2007
---------- ----------
Gross Revenue $247,685 $ 0
Cost of Revenue 208,917 0
-------- --------
$ 38,768 0
======== ========
11. New accounting pronouncements:
In May 2008, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 163, "Accounting for Financial Guarantee Insurance Contracts-
and interpretation of FASB Statement No. 60". SFAS No. 163 clarifies
how Statement 60 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. SFAS No. 163 is effective for
fiscal years beginning on or after December 15, 2008, and interim
periods within those years. SFAS No. 163 has no effect on the Company's
financial position, statements of operations, or cash flows at this
time.
In May 2008, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 162, "The Hierarchy of Generally Accepted Accounting
Principles". SFAS No. 162 sets forth the level of authority to a given
accounting pronouncement or document by category. Where there might be
conflicting guidance between two categories, the more authoritative
category will prevail. SFAS No. 162 will become effective 60 days after
the SEC approves the PCAOB's amendments to AU Section 411 of the AICPA
Professional Standards. SFAS No. 162 has no effect on the Company's
financial position, statements of operations, or cash flows at this
time.
32
GLOBALINK LTD. and Subsidiary
Notes to Financial Statements
December 31, 2008
(Expressed in U.S. Dollars)
In March 2008, the Financial Accounting Standards Board, or FASB,
issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities-an amendment of FASB Statement No. 133. 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 Statement
133 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 SFAS No. 161, 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 SEC issued Staff Accounting Bulletin (SAB) No.
110 regarding the use of a "simplified" method, as discussed in SAB No.
107 (SAB 107), in developing an estimate of expected term of "plain
vanilla" share options in accordance with SFAS No. 123 (R), Share-Based
Payment. In particular, the staff indicated in SAB 107 that it will
accept a company's election to use the simplified method, regardless of
whether the company has sufficient information to make more refined
estimates of expected term. At the time SAB 107 was issued, the staff
believed that more detailed external information about employee
exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily
available to companies. Therefore, the staff stated in SAB 107 that it
would not expect a company to use the simplified method for share
option grants after December 31, 2007. The staff understands that such
detailed information about employee exercise behavior may not be widely
available by December 31, 2007. Accordingly, the staff will continue to
accept, under certain circumstances, the use of the simplified method
beyond December 31, 2007. The Company currently uses the simplified
method for "plain vanilla" share options and warrants, and will assess
the impact of SAB 110 for fiscal year 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 FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statements-an amendment of ARB No.
51. This statement amends ARB 51 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
33
GLOBALINK LTD. and Subsidiary
Notes to Financial Statements
December 31, 2008
(Expressed in U.S. Dollars)
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 Statement 141 (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 FASB, issued FAS No. 141 (revised 2007), Business
Combinations.' This Statement replaces FASB Statement No. 141, Business
Combinations, but retains the fundamental requirements in Statement
141. 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 FASB Statement No. 160, 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 FASB, issued SFAS No. 159, The Fair Value Option
for Financial Assets and Liabilities-Including an Amendment of FASB
Statement No. 115. 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 FAS 159 are elective; however, an amendment to FAS 115 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. SFAS No. 159 is effective as of the beginning of an entity's
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 SFAS No. 157 Fair Value
Measurements. The Company will adopt SFAS No. 159 beginning March 1,
2008 and is currently evaluating the potential impact the adoption of
this pronouncement will have on its consolidated financial statements.
34
GLOBALINK LTD. and Subsidiary
Notes to Financial Statements
For The Period from January 1, 2008 to December 31, 2008
(Expressed in U.S. Dollars)
In September 2006, the FASB issued SFAS No. 157, 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.
35
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None
ITEM 9A. CONTROLS AND PROCEDURES.
Controls and Procedures.
Evaluation of Disclosure Controls and Procedures:
We maintain disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act that are designed to
insure that information required to be disclosed in the reports we file
or submit under the Exchange Act is recorded, processed, summarized and
reported within the periods specified in the Securities and Exchange
Commission's rules and forms and that such information is accumulated
and communicated to our management, including our Chief Executive
Officer (CEO) and Chief Financial Officer (CFO), 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, 2008.
The registrant originally filed its Form 10-K for the year ended
December 31, 2008 on April 15, 2009. Miscommunications between the
registrant and its experts led to delays in the resolution of SEC
comments and the necessity of a revision of the accounting treatment
for the acquisition of OneWorld Hotel Destination Service and other
related disclosures. Management has implemented additional internal
controls to ensure that similar situations do not occur in the future.
Management's Annual Report on Internal Control over Financial
Reporting:
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting. Our internal control over
financial reporting is the process designed by and under the
supervision of our CEO and CFO, or the persons performing similar
functions, to provide reasonable assurance regarding the reliability of
our financial reporting and the preparation of our financial statements
for external reporting in accordance with accounting principles
generally accepted in the United States of America. Management has
evaluated the effectiveness of our internal control over financial
reporting using the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control
over Financial Reporting - Guidance for Smaller Public Companies.
36
Under the supervision and with the participation of our CEO and CFO, or
the persons performing similar functions, our management has assessed
the effectiveness of our internal control over financial reporting as
of December 31, 2008, and concluded that it is not effective due to the
reasons discussed above.
This annual report does not include an attestation report of the
registrant's registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject
to attestation by the registrant's registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission
that permit the registrant to provide only management's report in this
annual report.
Evaluation of Changes in Internal Control over Financial Reporting:
Under the supervision and with the participation of our CEO and CFO, or
those persons performing similar functions, our management has
evaluated changes in our internal controls over financial reporting
that occurred during the fourth quarter of 2008. 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
37
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Our bylaws provide that the number of directors who shall constitute
the whole board shall be such number as the board of directors shall at
the time have designated. We confirm that the number of authorized
directors has been set at three (3) pursuant to our bylaws. Each
director shall be selected for a term of one year and until his
successor is elected and qualified. Vacancies are filled by a majority
vote of the remaining directors then in office with the successor
elected for the unexpired term and until the successor is elected and
qualified.
The directors and executive officers are as follows:
NAME AGE POSITIONS HELD SINCE
Robin Young 66 President/Director Inception to
Present
Ben Choi 54 Treasurer/Director Inception to
Present
Daniel Lo 43 Secretary/Director Inception to
Present
Business Experience of Officers and Directors
Robin Young, President and Director, has been the principal of Young
Engineering Corporation, an engineering consultant firm for the
building industry since 1975. He has also been the president of
Landtek Properties Ltd., a development company since 1994 and Coreng
Construction Corporation, a company providing project and construction
management as well as general contracting from 1976 to 1990. Mr. Young
was listed in the "Who's Who in British Columbia" and "International
Who's Who of Professionals". Mr. Young received a bachelor of applied
science degree in civil engineering from the University of British
Columbia in 1963. He conducted his post-graduate studies both at
McGill University and at Concordia University and received his master's
degree in civil and structural engineering in 1970 from Concordia
University.
Ben Choi, Treasurer and Director is a software development consultant.
From 2001 to present, Mr. Choi has been project manager of NewViews
Health Care Consultants Ltd, a company which develops health care
software programs. He has also been the project leader of developing
Pharmacy Claims Adjudicate Software, a Health Canada, Non-Insurance
Health Benefit Pilot project & Medical Transportation Software for
Alberta Regional Health Department. Mr. Choi has extensive consulting
experiences in the technology fields including network services,
hardware and software sales and implementation. Mr. Choi received a
38
Bachelor of Science degree from the University of Winnipeg in 1976. In
1988, he took courses in computer programming and data processing at
the University of Alberta.
Daniel Lo, Secretary and Director has been the president of LCF
Advanced Technology Ltd which is a leading computer hardware solution
company in Western Canada since 1996. LCF is an Intel Premier Partner
and Microsoft Certified partner. In 1998, Mr. Lo led LCF to become an
ISO 2002 company and upgraded the company into the new ISO 2001:2000
standard in 2003. The ISO 2001:2000 standard is an international
quality management system which ensures consistency and improvement of
working practices, including the products and services product. In
1986, Mr. Lo received his business administration degree in finance
from Simon Fraser University, BC.
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the Securities Exchange Act of 1934, as
amended, an officer, director, or greater-than-10% shareholder of the
registrant must file a Form 4 reporting the acquisition or disposition
of registrant's equity securities with the Securities and Exchange
Commission no later than the end of the second business day after the
day the transaction occurred unless certain exceptions apply.
Transactions not reported on Form 4 must be reported on Form 5 within
45 days after the end of the registrant's fiscal year. Such persons
must also file initial reports of ownership on Form 3 upon becoming an
officer, director, or greater-than-10% shareholder. To our knowledge,
based solely on a review of the copies of these reports furnished to
it, the officers, directors, and greater than 10% beneficial owners
complied with all applicable Section 16(a) filing requirements during
2008.
Code of Ethics Policy
The registrant has prepared but has not yet adopted a code of ethics
that applies to our principal executive officer, principal financial
officer, principal accounting officer or controller or persons
performing similar functions.
Corporate Governance.
There have been no changes in any state law or other procedures by
which security holders may recommend nominees to our board of
directors. In addition to having no nominating committee for this
purpose, we currently have no specific audit committee and no audit
committee financial expert. Based on the fact that our current
business affairs are simple, any such committees are excessive and
beyond the scope of our business and needs.
39
ITEM 11. EXECUTIVE COMPENSATION
Since inception in February 2006, we have issued 375,000 shares of the
company securities to each of the president, secretary and treasurer as
compensation for their services performed to and on behalf of the
company. No executive compensation in cash has been made. We may
elect to award a cash bonus to key employees, directors, officers and
consultants based on meeting individual and corporate planned
objectives. We have not entered into any employment agreements with
our officers, however, we estimate that the executive officers will be
paid an annual salary of $84,000 each.
Option/SAR Grants in the Last Fiscal Year. There have not been any
options /SAR grants made by Globalink since inception.
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 December 31, 2008, the
number and percentage of outstanding shares of Globalink 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.
40
Name of Beneficial Owners Common Stock
Beneficially Owned Percentage(1)
Robin Young 3,750,000 15.13%
426 Main Street
Suite #202
Vancouver, B.C. V6A 2T4
Ben Choi 3,750,000 15.13%
426 Main Street
Suite #202
Vancouver, B.C. V6A 2T4
Daniel Lo 3,750,000 15.13%
333 - 13988 Cambie Road
Richmond, B.C. Canada V6V 2K4
Directors and Officers,
as a group(3 persons) 11,250,000 15.13%
Barry Phillips 3,750,000 15.13%
7903 - 93a Ave.
Edmonton, Alberta T6C 1V2
Petula Wong 3,750,000 15.13%
Rm C 12/F 55 Tong Mi Road
Kowloon, Hong Kong
Vincent Au 2,000,000 8.07%
426 Main Street
Suite #202
Vancouver, B.C. V6A 2T4
(1) Based upon 24,785,000 issued and outstanding as of December 31,
2008.
All the above-named officers and directors would be deemed to be
promoters of Globalink.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
Shareholder Advanced. Advances from shareholders are for the
reimbursement of expenses incurred on behalf of Globalink by Robin
Young and Ben Choi, officers and directors of Globalink and they bear
no interest. These notes are short term advances which are paid
generally within one year. The balance at December 31, 2008 is
$30,390.
Director Independence.
The registrant's board of directors consists of Robin Young, Ben Choi and
Daniel Lo. None of them is independent as such term is defined by a
national securities exchange or an inter-dealer quotation system. During
41
the fiscal year ended December 31, 2008, there were no transactions with
related persons other than as described in the section above entitled
"Item 11. Executive Compensation".
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit Fees. We incurred aggregate fees and expenses of $15,000 and
$1,750 from Thomas J. Harris, CPA, respectfully for the 2008 and 2007
fiscal years. Such fees included work completed for our annual audit
and for the review of our financial statements included in our Forms
10-K and 10-QSB.
Tax Fees. We did not incur any aggregate tax fees and expenses from
Thomas J. Harris, CPA for the 2008 and 2007 fiscal years for
professional services rendered for tax compliance, tax advice, and tax
planning.
All Other Fees. We incurred audit related fees of $0 and $0 from
Thomas J. Harris, CPA during fiscal 2008 and 2007. 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 2008 and 2007 were approved
by the Board of Directors pursuant to its policies and procedures. We
intend to continue using Thomas J. Harris, CPA solely for audit and
audit-related services, tax consultation and tax compliance services,
and, as needed, for due diligence in acquisitions.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1) List of Financial statements included in Part II hereof
Report of Independent Registered Public Accounting Firm
Balance Sheet
December 31, 2008 and OneWorld October 31, 2008, June
30, 2008 and June 30, 2007
Statements of Operations for the year ended
December 31, 2008 and OneWorld October 31, 2008, June 30,
2008 and June 30, 2007
Statement of Stockholders' Deficit
for the year ended December 31, 2008
Statements of Cash Flows for the year ended
December 31, 2008, OneWorld October 31, 2008, June 30,
2008 and June 30, 2007
Notes to Financial Statements
December 31, 2008
(a)(2) List of Financial Statement schedules included in Part IV
hereof: None
42
(a)(3) Exhibits
The following of exhibits are filed with this report:
(31) 302 certifications
(32) 906 certifications
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, Globalink has duly caused this Report
to be signed on its behalf by the undersigned duly authorized person.
Dated: May 25, 2010
/s/Robin Young
------------------------------
By: Robin Young, President/CEO
In accordance with the requirements of the Securities Exchange
Act of 1934, as amendment, this report has been signed by the
following persons in the capacities and on the dates stated.
Globalink, Inc.
(Registrant)
By: /s/Robin Young Dated: May 25, 2010
----------------------
Robin Young
Director, Chief Executive Officer
(As a duly authorized officer on behalf of the Registrant and
as Principal Executive Officer)
By: /s/Ben Choi Dated: May 25, 2010
----------------------
Ben Choi
Chief Financial Officer, Controller and Director
By: /s/Daniel Lo Dated: May 25, 2010
----------------------
Daniel Lo
Director