UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - SB
GENERAL FORM FOR REGISTRATION OF SEURITIES OF
SMALL BUSINESS ISSUERS Under Section 12(b) or
(g) of the Securities Exchange Act of 1934
Global-Link Enterprises, Inc.
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(Name of Small Business Issuer in its charter)
Nevada 91-1937382
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
3633 Camino Del Rio South-Suite 107, San Diego, CA 92108
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(Address of principal executive offices) (zip code)
Issuer's telephone number: (619) 584-3100
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Securities to be registered under section 12(b) of the Act:
Title of Each Class Name on each exchange on which
to be so registered each class is to be registered
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Securities to be registered under section 12(g) of the Act:
Common Stock, $.001 par value per share, 20,000,000 shares authorized,
11,231,600 issued and outstanding as of March 31, 1999.
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Part I .......................................................................................................3
Item 1. Description of Business...................................................3
Item 2. Management's Discussion and Analysis or Plan of
Operation ...............................................................11
Item 3. Description of Property..................................................13
Item 4. Security Ownership of Management and Others and
Certain Security Holders ................................................14
Item 5. Directors, Executives, Officers and Significant
Employees................................................................15
Item 6. Executive Compensation...................................................16
Item 7. Certain Relationships and Related Transactions...........................17
Part II .....................................................................................................18
Item 1. Legal Proceedings........................................................18
Item 2. Market for Common Equity and Related Stockholder
Matters..................................................................18
Item 3. Recent Sales of Unregistered Securities..................................19
Item 4. Description of Securities................................................19
Item 5. Indemnification of Directors and Officers................................20
Part F/S ....................................................................................................22
Item 1. Financial Statements.....................................................22
Item 2. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure......................................22
Part III ....................................................................................................23
Item 1. Index to Exhibits........................................................23
Item 2. Description of Exhibits..................................................26
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Part I
Item 1. Description of Business
A. Business Development and Summary
Global-Link Enterprises, Inc., hereinafter referred to as the
"Company," "Global-Link", or "GLEI" was organized by the filing of articles of
incorporation with the Secretary of State of the State of Nevada on November 20,
1998. The articles of the Company authorized the issuance of twenty million
(20,000,000) shares of Common Stock at a par value of $0.001 per share.
The Company is a developmental stage company with a business objective
to provide original multi-level marketing ("MLM") content. The Company has begun
to design a Web site called "MLM World News Today" (the "Site") at
"www.mlmworldnewstoday.com" that provides editorial content, news, headlines,
and customizable data related to MLM programs. The Company believes that its
primary revenue source will be generated from the sale of advertising, with
additional revenues generated through e-commerce arrangements with MLM
providers. In addition, the Company plans on branding its own private label
Internet service via its current Internet Service Provider (ISP) and offer the
following Internet-related products and services: (i) web site design and
development services; (ii) web site hosting; and (iii) other e-commerce products
and services. The Company believes that these Internet services offer an
opportunity for businesses to increase the effectiveness of their marketing
campaigns. The Company believes this because in the opinion of management of the
Company, the cost of marketing over the Internet is dramatically lower than
those of traditional marketing techniques.
The Company plans to initially focus its efforts, however, on the
development of an online newspaper focusing on MLM content on its Site. In
particular, GLEI's priorities for its first twelve months of operations will be
as follows: provide compelling MLM content, develop marketing awareness and
brand recognition, leverage its MLM content to enhance sales of Company and
outside MLM opportunities, create value for advertisers, leverage the Company's
brand, infrastructure, and existing relationships, enhance and add products and
services, begin to generate and increase advertising revenues, pursue
acquisitions and strategic alliances if available and strategic, and maintain
and improve the Company's technological focus and expertise.
The Company believes that its Internet services will solidify the scope
of Global-Link's services, and that the central point of convergence for its
product and service offerings will be www.mlmworldnewstoday.com. In short, the
Company plans on utilizing its Internet services and related capability to
provide real-time news, editorial content, headlines and customized programming
related to the MLM industry via the World Wide Web.
B. Business of Issuer
(1) Principal Products and Services and Principal Markets
The Company intends to establish an Internet newspaper on its Web site,
www.mlmworldnewstoday.com, with MLM-based content. The Site seeks to be an
editorial site focused exclusively on providing coverage of breaking news and
scheduled events, in-depth analyses and original reporting related to MLM
programs. The Company's site will be designed to provide broad coverage of the
industry and to appeal to MLM program professionals. The Site will compete with
weekly trade publications by offering more current news and information and by
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integrating text, audio and video to deliver high quality content. The Company
plans to provide users with access to a collection of products and services to
generate content and attract advertisers to the Site.
Site Content and Strategy
The Company will seek to provide current, comprehensive and
entertaining editorial content through its Internet site, "MLM World News
Today," ("www.mlmworldnewstoday.com" ) and to provide a quality free online
service, with the objective of building a loyal audience of repeat Internet
users. Additionally, the Company will seek to capitalize on available MLM
content to create a compelling Internet resource and to enhance the sales
opportunities of the Company and outside MLM opportunities.
The Company believes that its future success depends largely upon its
ability to deliver original and compelling MLM content and services in order to
attract and retain users. There can be no assurance that the Company's content
and services will be attractive to a sufficient number of Internet users to
generate advertising revenues. There also can be no assurance that the Company
will be able to anticipate, monitor and successfully respond to rapidly changing
consumer tastes and preferences so as to attract a sufficient number of users to
its site. Internet users can freely navigate and instantly switch among a large
number of Internet sites, many of which offer competing content and services,
making it difficult for the Company to distinguish its content and services and
to attract users. In addition, many other Internet sites offer very specific,
highly targeted content that could have greater appeal than the Company's site
to particular subsets of the Company's target audience. If the Company is unable
to develop Internet content and services that allow it to attract, retain and
expand a loyal user base possessing demographic characteristics attractive to
potential advertisers, the Company will be unable to generate advertising
revenues, and its business, financial condition and operating results will be
materially adversely affected.
Free Services
The Company intends to provide a range of free services to its members
through which they are able to personalize their online experience. By providing
free services, the Company plans to create an online resource for those Web
users interested in MLM programs. The Company intends to provide excellent
customer service and high-quality site performance. The Company believes that
the provision of free services is critical to maintaining membership growth.
Partnerships
The Company intends to establish relationships and strategic alliances
with partners who pay an additional fixed monthly fee in order to receive
prominent placement on the Company's Web site. Management plans to offer
partnership agreements which will typically run for a period of six months to
three years and will be renewable at the option of the partner. However, due to
the development stage nature of its operations, it is important to note that the
Company currently has no partnership agreements in place.
Member Subscriptions
The Company intends to offer additional Internet services, over and
above the services available without charge, through certain membership
packages. These packages will provide services such as access to highly detailed
research and other such content and the ability for members to publish and post
documents on the Site. Management of the Company intends to make member
subscriptions available for a fee priced according to the level of service
desired.
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Customer Service and Support
The Company believes that the strength of its customer service and
technical support operations will be critical to its success in attracting
members, maintaining its membership base, increasing membership and encouraging
repeat usage. The Company intends to establish a team of customer service and
technical support professionals who will process inquiries and monitor the
status of membership accounts and advertisement packages. Members will be able
to access customer service by e-mail and customers can access a toll-free
telephone number. The Company intends to enhance and automate the e-mail
response portions of its customer service and technical support operations in
the future.
Internet Services
In addition, the Company plans on branding its own private label
Internet service via its current Internet Service Provider (ISP) and offer the
following Internet-related products and services: (i) web site design and
development services; (ii) web site hosting; and (iii) other e-commerce products
and services. The Company believes that these Internet services offer an
opportunity for businesses to increase the effectiveness of their marketing
campaigns. The Company believes this because in the opinion of management of the
Company, the cost of marketing over the Internet is dramatically lower than
those of traditional marketing techniques. Global-Link management believes that
through its Internet service offerings, the Company is positioned to provide a
full range of Internet services for its clients, to include providing a vehicle
via the World Wide Web (i.e., web site development and hosting) related to the
marketing campaigns of its clients.
Additionally, the Company believes that its Internet services will
solidify the scope of Global-Link's services, and that the central point of
convergence for its product and service offerings will be
www.mlmworldnewstoday.com. In short, the Company plans on utilizing its Internet
services and related capability to provide real-time news, editorial content,
headlines and customized programming related to the MLM industry via the World
Wide Web.
(2) Distribution Methods of the Products or Services
Advertising Sale and Design
The Company will also seek to distinguish itself from its competition
through the creation of unique advertising and sponsorship opportunities that
are designed to build brand loyalty for its corporate MLM sponsors by
integrating their advertising messages into the Company's content. Management
believes that through close relationships with the end user, the Company will
have the ability to deliver advertising to a specific industry segment within
the Site's themed content areas, allowing advertisers to single out and
effectively deliver their messages to their respective target audiences. For
example, a company can target an advertisement solely to patrons looking for a
long-distance sales MLM opportunity. The Company believes that such
sophisticated targeting is a critical element for capturing MLM advertising
budgets for the Internet. Additionally, the Company intends to expand the amount
and type of demographic information it collects from its members, which will
allow it to offer more specific data to its advertising clients.
While the Company's competition generally provides banner advertising
as its primary delivery system, the Company plans to offer an assortment of
advertising options to its clients, allowing them to take advantage of the
Company's unique relationship with its users and rapidly growing membership
base. In addition to direct response indicators like "click-throughs," the
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Company plans to specialize in providing innovative and aggressive selling
services and a number of "branding" and "beyond the banner" sponsorship packages
for its advertisers at higher premiums, such as: banner advertising,
sweepstakes, button advertising, content development, contextual links within
relevant content, affinity packages for advertising partners, pop up and log out
interstitials, opt-in direct marketing/lead generation, e-mail sponsorship
programs, celebrity event sponsorships, and pre- and post-campaign market
research.
The Company believes that its prospective Internet advertising
customers have only limited experience with the Internet as an advertising
medium and neither such customers nor their advertising agencies have devoted a
significant portion of their advertising budgets to Internet-based advertising
in the past. In order for the Company to generate advertising revenues,
advertisers and advertising agencies must direct a significant portion of their
MLM advertising budgets to the Internet and, specifically, to the Company's
Internet site. There can be no assurance that advertisers or advertising
agencies will be persuaded to allocate or continue to allocate significant
portions of their budgets to Internet-based advertising, or, if so persuaded,
that they will find Internet-based advertising to be more effective than
advertising in traditional media such as print, broadcast ad cable television,
or in any event decide to advertise or continue to advertise on the Company's
Internet site. If Internet-based advertising is not widely accepted by
advertisers and advertising agencies, the Company's business, financial
condition and operating results will be materially adversely affected.
(3) Status of Any Announced New Product or Service
The Company has not announced any recent additions to the existing
products and services it plans to offer through its Internet Web site,
www.mlmworldnewstoday.com. To date, however, the Company has established its
offices in San Diego, California and has begun to execute its business plan.
Additionally, the Company has begun work on its "MLM World News Today" Web site
and created the foundation for its Internet service offerings. This work
includes working with a Web site builder to create the Company's site and aid in
the site's e-commerce strategy as well as begin to hire the technical staff
needed to execute the Company's web site development, hosting, and other
Internet service offerings. The Company has also began interviewing journalists,
writers and authors - most of which the Company believes will provide editorial
and other content for the Company on a freelance basis.
(4) Industry Background
The Company believes that a significant opportunity exists to provide
Internet content related to MLM programs. Growing use of the Internet and the
World Wide Web (the "Web") has created opportunities for content providers and
their advertising customers to reach and interact with millions of Internet
users. This is due to its complementary and, in several respects, superior reach
in terms of its ability to provide targeted content to consumers and to generate
cost-effective results for certain advertisers to traditional television and
print media.
Growth of the Internet
The Internet has emerged as a global medium, enabling millions of
people worldwide to share information, communicate and conduct business
electronically. IDC estimates that the number of Web users will grow from
approximately 69 million worldwide in 1997 to approximately 320 million
worldwide by the end of 2002. This growth is expected to be driven by the large
and growing number of PCs installed in homes and offices, the decreasing cost of
PCs, easier, faster and cheaper access to the Internet, improvements in network
infrastructure, the proliferation of Internet content and the increasing
familiarity with the acceptance of the Internet by businesses and consumers. The
Internet possesses a number of unique characteristics that differentiates it
from traditional media: a lack of geographic or temporal limitations; real-time
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access to dynamic and interactive content; and instantaneous communication with
a single individual or with groups of individuals. As a result of these
characteristics, Web usage is expected to continue to grow rapidly. The
proliferation of users, combined with the Web's reach and lower cost of
marketing, has created a powerful direct sales and marketing channel.
E-Commerce and Advertising
The Internet enables advertisers to target advertising campaigns
utilizing sophisticated databases of information on the users of various sites
and to directly generate revenues from these users through online transactions.
As a result, the Internet has become a compelling means to advertise and market
products and services. The Company believes that the market for content relating
to MLM content is growing rapidly and is emerging as an area well-suited to an
Internet programming approach. According to Jupiter Communications, the market
for U.S. advertising on the Internet was approximately $560 million in 1997, up
from $260 million in 1996, and is expected to grow to over $5 billion by the
year 2000.
The advertising model that is emerging on the Internet is similar to
the model prevalent in print and television media and involves the payment by
advertisers to Internet content and service providers of advertising fees, based
primarily on the demographics of the audience and the number of impressions
delivered. The Company believes that the opportunities for Internet content
providers to generate advertising revenues are growing due to increasing
Internet usage by businesses and consumers and the growing recognition by
advertisers of the potential advantages of Internet-based advertising over
advertising in traditional media.
Marketing Opportunities on the Internet
The Internet allows marketers to collect meaningful demographic
information and feedback from consumers, and to rapidly respond to this
information with new messages. This offers a significant new opportunity for
businesses to increase the effectiveness of their marketing campaigns. The
effectiveness of these campaigns is dependent upon the quality of consumer data
used to develop and place consumer advertisements. The costs of marketing over
the Internet are dramatically lower than those of traditional marketing
techniques. As a result, Internet-based marketing campaigns can be profitable at
response rates that are a fraction of the rates for traditional campaigns.
(5) Raw Materials and Suppliers
The Company is an e-commerce, on-line MLM content provider, web site
developer and host, and a private label Internet Service Provider (ISP), and
thus does not use raw materials or have any principal suppliers.
(6) Customers
The Company believes that the vast majority of its customers will be
MLM opportunity providers, users of those MLM products and services, and small
to medium-sized businesses looking to utilize the Company's Internet services to
create a more cost-effective, on-line marketing strategy for their companies.
The Company plans to reach these customers via network marketing, direct mail,
telemarketing, seminars, trade shows, the Internet and the referral process. As
of March 1, 1999, no sales revenues have been generated by the Company. In
addition, the Company does not anticipate that its revenues will be dependent on
any one or even a few major customers.
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(7) Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements, or Labor Contracts
The Company does not currently own or have any patents, trademarks,
licenses, franchises or concessions or royalty agreements. However, the Company
believes that its success and ability to compete will be dependent, in part, on
the protection of its original content for the Internet and on the goodwill
associated with potential trademarks, trade names, service marks and other
proprietary rights. The Company plans to rely on copyright laws to protect the
original content that it and its users develop for the Internet site, including
editorial features and the various databases of information that are maintained
by the Company and made available through its Internet site. In addition, the
Company intends to rely on federal trademark laws to provide additional
protection for the appearance of its Internet site. A substantial amount of
uncertainty exists concerning the application of copyright and trademark laws to
the Internet, and there can be no assurance that existing laws will provide
adequate protection for the Company's original content or its Internet domain
name. In addition, because copyright laws do not prohibit independent
development of similar content, there can be no assurance that copyright laws
will provide any competitive advantage to the Company.
The Company intends to rely on trade secret and copyright laws to
protect the proprietary technologies that it plans to develop to manage and
improve its Internet site and advertising services, but there can be no
assurance that such laws will provide sufficient protection to the Company, that
other will not develop technologies that are similar of superior to the
Company's, or that third parties will not copy or otherwise obtain and use the
Company's technologies without authorization. The Company intends to file patent
application with respect to certain of its software systems, methods and related
technologies, but there can be no assurance that such applications will be
granted or that any future patents will not be challenged, invalidated or
circumvented, or that the rights granted thereunder will provide a competitive
advantage for the Company. In addition, the Company plans to rely on certain
technology licensed from third parties, and may be required to license
additional technology in the future, for use in managing its Internet site and
providing related services to users and advertising customers. There can be no
assurance that these third party technology licenses will be available or will
continue to be available to the Company on acceptable terms or at all. The
inability to enter into and maintain any of these technology licenses could have
a material adverse effect on the Company's business, financial condition or
operating results.
Policing unauthorized use of the Company's proprietary technology and
other intellectual property rights could entail significant expense and could be
difficult or impossible, particularly given the global nature of the Internet
and the fact that the laws of other countries may afford the Company little or
no effective protection of its intellectual property. In addition, there can be
no assurance that third parties will not bring claims of copyright or trademark
infringement against the Company or claim that the Company's use of certain
technologies violates a patent. The Company anticipates an increase in patent
infringement claims involving Internet-related technologies as the number of
products and competitors in this market grows and as related patents are issued.
Further, there can be no assurance that third parties will not claim that the
Company has misappropriated their creative ideas or formats or otherwise
infringed upon their proprietary rights in connection with its Internet content.
Any claims of infringement, with or without merit, could be time consuming to
defend, result in costly litigation, divert management attention, require the
Company to enter into costly royalty or licensing arrangements to prevent the
Company from using important technologies or methods, any of which could have a
material adverse effect on the Company's business, financial condition or
operating results.
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(8) Regulation
The Company is subject to certain federal and state laws and
regulations that are applicable to certain activities on the Internet.
Legislative and regulatory proposals under consideration by federal, state,
local and foreign governmental organizations concern various aspects of the
Internet, including, but not limited to, online content, user privacy, taxation,
access charges, liability for third-party activities and jurisdiction. Such
government regulation may place the Company's activities under increased
regulation, increase the Company's cost of doing business, decrease the growth
in Internet use and thereby decrease the demand for the Company's services or
otherwise have a material adverse effect on the Company's business, results of
operations and financial condition.
Internet Privacy
The United States government currently has limited authority over the
collection and dissemination of personal data collected online. The Federal
Trade Commission Act (the "Act") prohibits unfair and deceptive practices in and
affecting commerce. The Act authorizes the Federal Trade Commission (the "FTC")
to seek injunctive and other equitable relief, including redress, for violations
of the Act, and provides a basis for government enforcement of certain fair
information practices.
Any new legislation or regulation enacted by federal, state or foreign
governments regulating online privacy or the application or interpretation of
existing laws and regulations could affect the way in which the Company is
allowed to conduct its business, especially those aspects that contemplate the
collection or use of members' personal information.
Internet Taxation
A number of proposals have been made at the federal, state and local
level, and by certain foreign governments, that would impose additional taxes on
the sale of goods and services over the Internet, and certain states have taken
measures to tax Internet-related activities.
There can be no assurance that any such legislation will be adopted by
Congress or that new taxes will not be imposed upon e-commerce after any
moratorium adopted by Congress expires or that current attempts at taxing or
regulating commerce over the Internet would not substantially impair the growth
of Internet commerce and as a result adversely affect the Company's opportunity
to derive financial benefit from such activities.
Liability for Information Retrieved from or Transmitted over the Internet
Materials may be downloaded and publicly distributed over the Internet
by the Internet services operated or facilitated by the Company or by the
Internet access providers with which the Company has relationships. These
third-party activities could result in potential claims against the Company for
defamation, negligence, copyright or trademark infringement or other claims
based on the nature and content of such materials. The CDA provides that no
provider or user of an interactive computer service shall be treated as the
publisher or speaker of any information provided by another information content
provider.
Future legislation or regulations or court decisions may hold the
Company liable for listings accessible through its Web site, for content and
materials posted by members on their respective personal Web pages, for
hyperlinks from or to the personal Web pages of members, or through content and
materials posted in the Company's chat rooms or bulletin boards. Such liability
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might arise from claims alleging that, by directly or indirectly providing
hyperlink text links to Web sites operated by third parties or by providing
hosting services for members' sites, the Company is liable for copyright or
trademark infringement or other wrongful actions by such third parties through
such Web sites. If any third-party material on the Company's Web site contains
informational errors, the Company may be sued for losses incurred in reliance on
such information. While the Company attempts to reduce its exposure to such
potential liability through, among other things, provisions in member
agreements, user policies and disclaimers, the enforceability and effectiveness
of such measures are uncertain.
Domain Names
Domain names are the user's Internet "addresses." Domain names have
been the subject of significant trademark litigation in the United States. The
Company intends to register the domain name "mlmworldnewstoday.com." There can
be no assurance that third parties will not bring claims for infringement
against the Company for the use of this trademark. Moreover, because domain
names derive value from the individual's ability to remember such names, there
can be no assurance that the Company's domain names will not lose their value
if, for example, users begin to rely on mechanisms other than domain names to
access online resources.
The current system for registering, allocating and managing domain
names has been the subject of litigation and of proposed regulatory reform.
There can be no assurance that the Company's domain names will not lose their
value, or that the Company will not have to obtain entirely new domain names in
addition to or in lieu of its current domain names, if such litigation or reform
efforts result in a restructuring in the current system.
Jurisdiction
Due to the global reach of the Internet, it is possible that, although
transmissions by the Company over the Internet originate primarily in the State
of Nevada, the governments of other states and foreign countries might attempt
to regulate Internet activity and the Company's transmissions or take action
against the Company for violations of their laws. There can be no assurance that
violations of such laws will not be alleged or charged by state or foreign
governments and that such laws will not be modified, or new laws enacted, in the
future. Any of the foregoing could have a material adverse effect on the
Company's business, results of operations and financial condition.
(9) Effect of Existing or Probable Government Regulations
Future legislation or regulations or court decisions may hold the
Company liable for listings accessible through its Web site, for content and
materials posted by members on their respective personal Web pages, for
hyperlinks from or to the personal Web pages of members, or through content and
materials posted in the Company's chat rooms or bulletin boards. Such liability
might arise from claims alleging that, by directly or indirectly providing
hyperlink text links to Web sites operated by third parties or by providing
hosting services for members' sites, the Company is liable for copyright or
trademark infringement or other wrongful actions by such third parties through
such Web sites. If any third-party material on the Company's Web site contains
informational errors, the Company may be sued for losses incurred in reliance on
such information. While the Company attempts to reduce its exposure to such
potential liability through, among other things, provisions in member
agreements, user policies and disclaimers, the enforceability and effectiveness
of such measures are uncertain. See Part I-Item 1-B(8) above.
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(10) Research and Development Activities
The Company has yet to incur any research and development costs from
November 20, 1998 (date of inception) through March 1, 1999. In addition, the
Company does not plan to incur any material research and development expenses
during the fiscal and calendar year ending December 31, 1999, with respect to
its current and future products and services.
(11) Impact of Environmental Laws
The Company is not aware of any federal, state or local environmental
laws which would effect its operations.
(12) Employees
The Company presently has two (2) full time employees and one (1) part
time employee. The Company's employees are currently not represented by a
collective bargaining agreement, and the Company believes that its relations
with its employees are good.
Item 2. Management's Discussion and Analysis or Plan of Operation
A. Management's Plan of Operation
(1) In its initial approximately three and one half month operating period ended
March 1, 1999, the Company incurred a net loss of $58,483.00 for selling,
general and administrative expenses related to start-up operations. It has yet
to receive any revenues from operations. On November 20, 1998, founding
shareholders purchased 10,200,000 shares of the Company's authorized treasury
stock for cash. Additionally, on February 4, 1999, the Company completed an
offering of one million thirty one thousand and six hundred (1,031,600) shares
of the Common Stock of the Company to approximately fifty-five (55) unaffiliated
shareholders. This offering was made in reliance upon an exemption from the
registration provisions of Section 4(2) of the Securities Act of 1993 (the
"Act"), as amended, pursuant to Regulation D, Rule 504 of the Act. As of the
date of this Registration Statement, the Company has approximately eleven
million two hundred and thirty one thousand and six hundred (11,231,600) shares
of its $0.001 par value common voting stock issued and outstanding which are
held by approximately fifty-seven (57) shareholders of record. Management fully
anticipates that the proceeds from the sale of all of the Common Shares sold
from the offering delineated above will be sufficient to provide the Company's
capital needs for the next approximately three (3) to six (6) months.
In addition, management believes the need for additional capital going
forward will be derived somewhat from internal revenues and earnings generated
from its Internet Web site (via advertising) as well as from its
Internet-oriented products and services. If the Company is unable to begin to
generate revenues from its Web site or Internet services, management believes
the Company will need to raise additional funds to meet its cash requirements.
In the mean time, management of the Company plans to advance funds to the
Company on an as-needed basis. The Company currently has no arrangements or
commitments for accounts and accounts receivable financing. There can be no
assurance that any such financing can be obtained or, if obtained, that it will
be on reasonable terms.
The Company believes that its initial revenues will be primarily
dependent upon the sale of advertising, with additional revenues generated
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through e-commerce arrangements with MLM providers, the sale and marketing of
MLM programs acquired or started by the Company and the sale of membership
subscriptions for enhanced services
Realization of significant sales of the Company's products and services
during the fiscal year ending December 31, 1999 is vital to its plan of
operations. To this end, management is currently emphasizing the development of
the Company's MLM content-oriented Web site, www.mlmworldnewstoday.com, as well
as continuing to develop its capability of providing Internet-related products
and services to potential customers.
(2) No engineering, management or similar report has been prepared or provided
for external use by the Company in connection with the offer of its securities
to the public.
(3) Management believes that the Company's future growth and success will be
largely dependent on its ability to develop its MLM content-oriented Web site,
its ability to utilize this Site to cost-effectively market MLM products and
services to its potential member base, and its ability to generate revenues and
establish a client base for its Internet products and services. Principal
elements of the Company's approach to accomplish this include the following:
Member Loyalty
The Company plans to offer its users a variety of free services.
Management of the Company believes that the provision of free services is
critical to attracting members. Viewing the Site will not require membership,
allowing the Company to leverage its member-developed content to attract a large
audience of users. As these users become familiar with the Site, the Company
believes it will have a greater ability to convert them into members,
perpetuating the growth of the Site.
Member Developed Content
The majority of the content on the Company's Web site will be developed
by users on a voluntary basis for the benefit of all users of the Site. As a
result, the Company believes that it will be able to avoid the majority of costs
associated with content development.
Targeted Advertising
The Company intends to provide a valuable platform for advertisers by
allowing them to target advertisements based on both demographic information and
affinity group affiliations. Management of the Company believes that advertisers
will be drawn to its Web site's potential volume of user traffic, frequency and
average length of use, as well as MLM focus and content.
Attractive Advertising Platform
The Company believes that its free services and extensive offerings
will create high volumes of traffic, enabling business advertisers to
cost-effectively promote their MLM products and services on the Company's Web
site. The Company also expects to be able to collect and provide valuable
demographic information and affinity-based member segmentation that will
increase advertisers' ability to target marketing campaigns. Further, the
Company believes that the potential diversity of interest groups among its
members will create a potential market for a broad range of products and
services, resulting in a correspondingly broad range of advertising customers.
12
<PAGE>
Internet Service Offering
The Company plans on branding its own private label Internet service
via its current Internet Service Provider (ISP) and offer the following
Internet-related products and services: (i) web site design and development
services; (ii) web site hosting; and (iii) other e-commerce products and
services. The Company believes that these Internet services offer an opportunity
for businesses to increase the effectiveness of their marketing campaigns. The
Company believes this because in the opinion of management of the Company, the
cost of marketing over the Internet is dramatically lower than those of
traditional marketing techniques. Global-Link management believes that through
its Internet service offerings, the Company is positioned to provide a full
range of Internet services for its clients, to include providing a vehicle via
the World Wide Web (i.e., web site development and hosting) related to the
marketing campaigns of its clients.
Additionally, the Company believes that its Internet services will
solidify the scope of Global-Link's services, and that the central point of
convergence for its product and service offerings will be
www.mlmworldnewstoday.com. In short, the Company plans on utilizing its Internet
services and related capability to provide real-time news, editorial content,
headlines and customized programming related to the MLM industry via the World
Wide Web.
The Company has yet to incur any research and development costs from
November 20, 1998 (date of inception) through March 1, 1999, and the Company
does not expect to incur any significant research and development expenses
during the fiscal year ending December 31, 1999.
(4) The Company currently does not expect to purchase or sell any of its
facilities or equipment.
(5) Management anticipates that it will hire and add full time employees
over the next twelve (12) months.
B. Segment Data
As of March 1, 1999, no sales revenue has been generated by the
Company. Accordingly, no table showing percentage breakdown of revenue by
business segment or product line is included.
Item 3. Description of Property
A. Description of Property
The Company's corporate headquarters are located at 3633 Camino Del Rio
South - Suite 107, San Diego, California 92108. These facilities consist of
approximately 2,500 square feet of standard office space. The Company has no
additional facilities, and these facilities are provided by an officer and
director of the Company at no cost to the Company.
There are currently no proposed programs for the renovation,
improvement or development of the properties or facilities utilized by the
Company.
B. Investment Policies
Management of the Company does not currently have policies regarding
the acquisition or sale of assets primarily for possible capital gain or
13
<PAGE>
primarily for income. The Company does not presently hold any investments or
interests in real estate, investments in real estate mortgages or securities of
or interests in persons primarily engaged in real estate activities.
Item 4. Security Ownership of Management and Certain Security Holders
A. Security Ownership of Management and Certain Beneficial Owners
The following table sets forth information as of the date of this
Registration Statement certain information with respect to the beneficial
ownership of the Common Stock of the Company concerning stock ownership by (i)
each director, (ii) each executive officer, (iii) the directors and officers of
the Company as a group, (iv) and each person known by the Company to own
beneficially more than five percent (5%) of the Common Stock. Unless otherwise
indicated, the owners have sole voting and investment power with respect to
their respective shares.
<TABLE>
<CAPTION>
Amount
Title Name and Address of shares Percent
of of Beneficial held by of
Class Owner of Shares Position Owner Class
- ----- --------------- -------- ----- -----
<S> <C> <C>
Common James C. Frans (1) Chairman; President & CEO 5,100,000 45.41%
Common Paul A. Harbison (1) Treasurer; CFO; Director 5,100,000 45.41%
Common All Executive Officers and 10,200,000 90.82%
Directors as a Group (2 Persons)
</TABLE>
(1) c/o Global-Link Enterprises, Inc., 3633 Camino Del Rio South-Suite 107,
San Diego, California 92108.
B. Persons Sharing Ownership of Control of Shares
No person other than James C. Frans and Paul A. Harbison owns or shares
the power to vote ten percent (10%) or more of the Company's securities.
C. Non-voting Securities and Principal Holders Thereof
The Company has not issued any non-voting securities.
D. Options, Warrants and Rights
There are no options, warrants or rights to purchase securities of the
Company.
E. Parents of the Issuer
Under the definition of parent, as including any person or business
entity who controls substantially all (more than 80%) of the issuers of common
stock, the Company has no parents.
14
<PAGE>
Item 5. Directors, Executive Officers and Significant Employees
A. Directors, Executive Officers and Significant Employees
The names, ages and positions of the Company's directors and executive
officers are as follows:
Name Age Position
- ---------------- --- -----------------------------------------------
James C. Frans 49 President, Chief Executive Officer and Chairman
Paul A. Harbison 34 Treasurer, CFO and Director
Lou Caspary 51 Secretary and Director
B. Work Experience
James C. Frans, President, CEO and Chairman of the Board - In 1983, Mr.
Frans became President and CEO of MAGCO Publishing, a sales and marketing
related publishing firm. In 1994, Mr. Frans co-founded Financial Help Centers,
Inc. ("FHC"), another sales organization that was able to expand throughout
Southern California; this company continues to grow today with a focus on a
program designed to decrease debt, increase income and help members generally
secure a more stable financial future. FHC's lifetime membership has helped many
people with credit and debt problems. Mr. Frans has also been involved with
Herbalife Corporation while working with Mr. Anthony Chow in Honolulu, Hawaii
and has successfully trained and managed employees from combined experience in
various organizations such as Neon Products, Inc. and Crush International. The
Company believes that Mr. Frans' background in sales, marketing and management,
coupled with his creative talent and professionalism, provide the Company with a
great deal of leadership.
Paul A. Harbison, Treasurer, CFO and Director - Mr. Harbison has
experience in sales, marketing, management and finance. After completing his
education at San Diego State University, where he majored in business
administration with an emphasis in finance, Mr. Harbison pursued a career in
communications, specializing in streamlining for prominent corporations such as
Sony, QualComm and SAIC. Mr. Harbison's expertise includes two-way paging,
two-way radio, and cellular and long-distance services. Mr. Harbison was also
involved in the 1994 establishment of Financial Help Centers, Inc., where Mr.
Harbison is currently the President and CEO. This organization has helped people
better their lives with its lifetime membership program which is designed to
help consumers with their credit problems by decreasing their debts and
increasing their income - ultimately helping the consumers improve their
financial status. The Company believes that Mr. Harbison's various achievements
within the fields of finance, communications and network marketing, accompanied
with his aggressive work ethic and management skills, provides essential
leadership to the Company.
Lou Caspary, Secretary and Director - Mr. Caspary graduated from Cal
State University at Long Beach in 1972 where he was the first person in the Cal
University system to receive a minor in Japanese Language. Mr. Caspary was a few
units shy of a Masters degree when he received his California Teaching
Credential (1973). He then became a high school teacher in Long Beach,
California and Sydney, Australia. After that, Mr. Caspary began a business
career in real estate and the mortgage banking industry. Mr. Caspary has worked
for a lease-option company, as a real estate broker and manager of 51 real
estate agents, has been a member of the Board of Directors of Pacific Network
Bancorp in Laguna Beach, CA, and the Vice President of International Auto
Industries, Inc. - a driving school in California.
15
<PAGE>
C. Family Relationships
None - Not Applicable.
D. Involvement on Certain Material Legal Proceedings During the Last Five
Years
(1) No current or pending litigation, and no claims or counterclaims
involving the Company as a plaintiff or defendant exist.
(2) No director, officer, significant employee or consultant has been
convicted in a criminal proceeding, exclusive of traffic violations.
(3) No director, officer, significant employee or consultant has been
permanently or temporarily enjoined, barred, suspended or otherwise limited from
involvement in any type of business, securities or banking activities.
(4) No director, officer or significant employee has been convicted of
violating a federal or state securities or commodities law.
Item 6. Executive Compensation
Remuneration of Directors and Executive Officers
The Company does not currently have employment agreements with its
executive officers but expects to sign employment agreements with each in the
next approximately six (6) months. All executive officers of the Company prior
to March 1, 1999 did not draw a salary from the Company. Over the next twelve
months, however, each executive officer is expected to draw the following annual
compensation. The Company does not currently have a stock option plan.
(1) Name of Individual Capacities in Which Annual
or Identity of Group Remuneration was Recorded Compensation
-------------------- ------------------------- ------------
James C. Frans President and CEO $60,000
Paul A. Harbison CFO $60,000
Lou Caspary Secretary $0
(2) Compensation of Directors
There were no arrangements pursuant to which any director of the
Company was compensated for the period from November 20, 1998 to March 1, 1999
for any service provided as a director. In addition, no such arrangement is
contemplated for the foreseeable future as the Company's only directors are its
current executive officers who are expected to draw a salary for the management
of the Company.
16
<PAGE>
Item 7. Certain Relationships and Related Transactions
Global-Link Enterprises, Inc. is a 1998 incorporated company and has
conducted limited business transactions to date. Prior to this Registration
Statement, the Company has relied primarily upon founders and initial
shareholders of the Company as its sole source of capital and liquidity.
Because of the development stage nature of the Company and its
relatively recent inception, November 20, 1998, the Company has no relationships
or transactions to disclose.
17
<PAGE>
Part II
Item 1. Legal Proceedings
The Company is not currently involved in any legal proceedings nor does
it have knowledge of any threatened litigation.
Item 2. Market for Common Equity and Related Stockholder Matters
A. Market Information
(1) The Common Stock of the Company is currently not traded on the "Pink
Sheets" or the OTC Bulletin Board or any other formal or national securities
exchange. Being a start-up company, there is no fiscal history to disclose.
(2)(i) There is currently no Common Stock which is subject to outstanding
options or warrants to purchase, or securities convertible into, the Company's
common stock.
(ii) There is currently no common stock of the Company which could be sold
under Rule 144 under the Securities Act of 1933 as amended or that the
registrant has agreed to register for sale by security holders.
(iii) There is currently no common equity that is being or is proposed to be
publicly offered by the registrant, the offering of which could have a material
effect on the market price of the issuer's common equity.
B. Holders
As of March 1, 1999, the Company had 57 stockholders of record.
C. Dividend Policy
The Company has not paid any dividends to date. In addition, it does
not anticipate paying dividends in the immediate foreseeable future. The board
of directors of the Company will review its dividend policy from time to time to
determine the desirability and feasibility of paying dividends after giving
consideration to the Company's earnings, financial condition, capital
requirements and such other factors as the board may deem relevant.
D. Reports to Shareholders
The Company intends to furnish its shareholders with annual reports
containing audited financial statements and such other periodic reports as the
Company may determine to be appropriate or as may be required by law. Upon the
effectiveness of this Registration Statement, the Company will be required to
comply with periodic reporting, proxy solicitation and certain other
requirements by the Securities Exchange Act of 1934.
18
<PAGE>
E. Transfer Agent and Registrar
The Transfer Agent for the shares of common voting stock of the Company
is Shelley Godfrey, Pacific Stock Transfer Company, 5844 S. Pecos, Suite D, Las
Vegas, Nevada 89120, (702)-361-3033.
Item 3. Recent Sale of Unregistered Securities
On February 4, 1999, the Company completed a public offering of shares
of common stock of the Company pursuant to Regulation D, Rule 504 of the
Securities Act of 1933, as amended, whereby it sold 1,031,600 shares of the
Common Stock of the Company to 55 unaffiliated shareholders of record. The
Company filed an original Form D with the Securities and Exchange Commission on
or about February 9, 1999. As of March 1, 1999, the Company has 11,231,600
shares of common stock issued and outstanding held by 57 shareholders of record.
Item 4. Description of Securities
A. Common Stock
(1) Description of Rights and Liabilities of Common Stockholders
i. Dividend Rights - The holders of outstanding shares of common stock are
entitled to receive dividends out of assets legally available therefore at such
times and in such amounts as the board of directors of the Company may from time
to time determine.
ii. Voting Rights - Each holder of the Company's common stock are entitled
to one vote for each share held of record on all matters submitted to the vote
of stockholders, including the election of directors. All voting is
noncumulative, which means that the holder of fifty percent (50%) of the shares
voting for the election of the directors can elect all the directors. The board
of directors may issue shares for consideration of previously authorized but
unissued common stock without future stockholder action.
iii. Liquidation Rights - Upon liquidation, the holders of the common stock
are entitled to receive pro rata all of the assets of the Company available for
distribution to such holders.
iv. Preemptive Rights - Holders of common stock are not entitled to
preemptive rights.
v. Conversion Rights - No shares of common stock are currently subject to
outstanding options, warrants, or other convertible securities.
vi. Redemption rights - no redemption rights exist for shares of common
stock.
vii. Sinking Fund Provisions - No sinking fund provisions exist.
viii. Further Liability For Calls - No shares of common stock are subject to
further call or assessment by the issuer. The Company has not issued stock
options as of the date of this Registration Statement.
(2) Potential Liabilities of Common Stockholders to State and Local
Authorities
No material potential liabilities are anticipated to be imposed on
stockholders under state statues. Certain Nevada regulations, however, require
19
<PAGE>
regulation of beneficial owners of more than 5% of the voting securities.
Stockholders that fall into this category, therefore, may be subject to fines in
circumstances where non-compliance with these regulations are established.
B. Debt Securities
The Company is not registering any debt securities, nor are any
outstanding.
C. Other Securities To Be Registered
The Company is not registering any security other than its common
stock.
Item 5. Indemnification of Directors and Officers
The Bylaws of the Company provide for indemnification of its directors,
officers and employees as follows: Every director, officer, or employee of the
Corporation shall be indemnified by the Corporation against all expenses and
liabilities, including counsel fees, reasonably incurred by or imposed upon
him/her in connection with any proceeding to which he/she may be made a party,
or in which he/she may become involved, by reason of being or having been a
director, officer, employee or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee or agent of the
Corporation, partnership, joint venture, trust or enterprise, or any settlement
thereof, whether or not he/she is a director, officer, employee or agent at the
time such expenses are incurred, except in such cases wherein the director,
officer, employee or agent is adjudged guilty of willful misfeasance or
malfeasance in the performance of his/her duties; provided that in the event of
a settlement the indemnification herein shall apply only when the Board of
Directors approves such settlement and reimbursement as being for the best
interests of the Corporation.
The Bylaws of the Company further states that the Company shall provide
to any person who is or was a director, officer, employee or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of the corporation, partnership, joint
venture, trust or enterprise, the indemnity against expenses of a suit,
litigation or other proceedings which is specifically permissible under
applicable Nevada law. The Board of Directors may, in its discretion, direct the
purchase of liability insurance by way of implementing the provisions of this
Article. However, the Company has yet to purchase any such insurance and has no
plans to do so.
The Articles of Incorporation of the Company states that a director or
officer of the corporation shall not be personally liable to this corporation or
its stockholders for damages for breach of fiduciary duty as a director or
officer, but this Article shall not eliminate or limit the liability of a
director or officer for (i) acts or omissions which involve intentional
misconduct, fraud or a knowing violation of the law or (ii) the unlawful payment
of dividends. Any repeal or modification of this Article by stockholders of the
corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director or officer of the corporation
for acts or omissions prior to such repeal or modification.
The Articles of Incorporation of the Company further states that every
person who was or is a party to, or is threatened to be made a party to, or is
involved in any such action, suit or proceeding, whether civil, criminal,
administrative or investigative, by the reason of the fact that he or she, or a
person with whom he or she is a legal representative, is or was a director of
the corporation, or who is serving at the request of the corporation as a
director or officer of another corporation, or is a representative in a
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless to the fullest extent legally permissible under the laws of the
20
<PAGE>
State of Nevada from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines, and amounts paid or to be paid in
a settlement) reasonably incurred or suffered by him or her in connection
therewith. Such right of indemnification shall be a contract right which may be
enforced in any manner desired by such person. The expenses of officers and
directors incurred in defending a civil suit or proceeding must be paid by the
corporation as incurred and in advance of the final disposition of the action,
suit, or proceeding, under receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he or she is not entitled to be indemnified
by the corporation. Such right of indemnification shall not be exclusive of any
other right of such directors, officers or representatives may have or hereafter
acquire, and, without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any bylaw,
agreement, vote of stockholders, provision of law, or otherwise, as well as
their rights under this article.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
21
<PAGE>
<TABLE>
<CAPTION>
Part F/S
Item 1. Financial Statements
The following documents are filed as part of this report:
<S> <C>
a) Global-Link Enterprises, Inc. Page
Report of James E. Slayton, CPA F-1
Balance Sheet as of December 31, 1998 and March 1, 1999 F-2
Statement of Operations for the period from November 20, 1998 through
December 31, 1998 and for the period from December 31, 1998 through
March 1, 1999 F-3
Statement of Stockholder's Equity for the period from November 20, 1998
through December 31, 1998 and for the period from December 31, 1998
through March 1, 1999 F-4
Statement of Cash Flows for the period from November 20, 1998 through
December 31, 1998 and for the period from December 31, 1998 through
March 1, 1999 F-5
Notes to Financial Statements F-6
b) Interim Financial Statements are not provided at this time as they are
not applicable at this time
c) Financial Statements of Businesses Acquired or to be Acquired are not
provided at this time as they are not applicable at this time
d) Pro-forma Financial Information is not provided at this time as it is
not applicable at this time
</TABLE>
Item 2. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure
None -- Not Applicable.
<PAGE>
James E. Slayton, CPA
- --------------------------------------------------------------------------------
3867 WEST MARKET STREET
SUITE 208
AKRON, OHIO 44333
INDEPENDENT AUDITORS' REPORT
----------------------------
Board of Directors March 21, 1999
Global-Link Enterprises, Inc. (The Company)
Las Vegas, Nevada 89102
I have audited the Balance Sheet of Global-Link Enterprises, Inc. (A
Development Stage Company), as of March 1, 1999, and the related Statements of
Operations, Stockholders' Equity and Cash Flows for the period November 20, 1998
(Date of Inception) to March 1, 1999. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements, based on my audit.
I conducted. my audit in accordance with generally Accepted auditing
standards. 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 statement presentation. 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 My opinion, the financial statements referred to above present
fairly in all material respects, the financial position of Global-Link
Enterprises, Inc., ( A Development State Company), at March 1, 1999, and the
results of its operations. And cash flows for the period November 20, 1998 (Date
of Inception) to March 1, 1999, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in, Note 3 to the
financial statements, The Company has had limited operations and has not
established a long term source of revenue. This raises substantial doubt about
its. ability to continue as a going concern. Management's plan in regard to
these matters are also described in Note 3. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/ James E. Slayton
- ---------------------------
James E. Slayton, CPA
Ohio License ID# 04-1-15582
F-1
<PAGE>
Global-Link Enterprises, Inc.
(A Development Stage Company)
BALANCE SHEET
AS AT
March 1, 1999
ASSETS
CURRENT ASSETS
Cash $ 960.00
Other Current Assets 2,475.00
-------------
Total Current Assets 3,435.00
PROPERTY AND EQUIPMENT
Computer Equipment (net of depreciation) 1,458.00
-------------
Total Property-and Equipment 1,458.00
OTHER ASSETS:
Organization Costs net of Amortization 342.00
Website Development Costs net, of Amoritization 14,022.00
-------------
Total Other Assets 14,364.00
TOTAL ASSETS $ 19,257.00
=============
LIABILITIES & EQUITY
CURRENT LIABILITIES
Accounts Payable $ 7,500.00
-------------
Total Current. Liabilities, 7,500.00
OTHER LIABILITIES
Due to Shareholder 860.00
-------------
Total Other Liabilities 860.00
-------------
8,360.00
EQUITY
Capital Stock 11,232.00
Additional Paid in Capital 50,648.00
Donated Capital 7,500.00
Retained Earnings (58,483.00)
-------------
Total Stockholders' Equity 3,397.00
TOTAL LIABILITIES & OWNERS EQUITY, $ 19,257.00
=============
See accompany notes to financial statements & audit report
F-2
<PAGE>
Global-Link Enterprises, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
FOR PERIOD
November 20, 1998 (Date of Inception) to March 1, 1999
REVENUE
Services 0.00
COSTS AND EXPENSES
Selling, General and Administrative 57,939.00
Depreciation Expense 42.00
Amortization of Organization Costs 18.00
Amortization of Web. Site Development Costs 484.60
-----------
Total Costs and Expenses 58,483.00
-----------
Net Ordinary Income or (Loss) (58,483.00)
===========
Weighted average
number of common
shares outstanding 11,231,600
Net Loss
Per Share (0.0052)
See accompany notes to financial statements & audit report
F-3
<PAGE>
<TABLE>
Global-Link Enterprises, Inc.
(A Developement Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR PERIOD
November 20, 1998 (Date of Inception), to March 1, 1999
<CAPTION>
Deficit
accumulated
Additional during
Common Stock paid-in development
Shares Amount capital stage
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
November 20, 1998
issued for cash 10,200,000 10,200.00 100.00
December 23, 1998
issued for cash 531,600 531.60 26,048.40
December 23, 1998 500,000 500.00 24,500.00
in exchange for extinguishing
a $25,000.00 debt
Net loss
November 20,'1998
(inception)to
March 1, 1999, (58,483.00)
------------- ------------- ------------- -------------
Balance
February 2, 1999 11,231,600 $ 11,231.60 $ 50,648.40 ($ 58,483.00)
============= ============= ============= =============
</TABLE>
See accompany notes to financial statements & audit report
F-4
<PAGE>
Global-Link Enterprises, Inc.
STATEMENT OF CASH FLOWS
FOR PERIOD
November 20, 1998 (Date of Inception), (Inception) to March 1, 1999
CASH-FLOWS FROM OPERATING ACTIVITIES
Cash received from customers 0.00
-----------
Net Cash provided by Operating Activities 0.00
Cash paid to suppliers and employees 25,123.00
Increase In current assets 2,475.00
Increase in, other assets 14,364.00
increase in current liabilitles 7,500.00
-----------
Cash disbursed for Operating Activities 34,462.00
-----------
Net cash flow, provided by operating activities (34,462.00)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of plant assets 1458.00
-----------
Net cash used by investing activities (1,458.00)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Capital Stock 36,880.00
-----------
Net cash provided by financing activities 36,880.00
Net Increase (decrease) in cash. 960.00
March 1, 1999 960.00
See accompany notes to financial statements & audit report
F-5
<PAGE>
Global-Link Enterprises, Inc.
(A Development Stage Company),
NOTES TO FINANCIAL STATEMENTS
-----------------------------
March 1, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized November 20,1998(Date of Inception) under the
laws of the State of Nevada, as Global-Link Enterprises, Inc. (The Company) has
no operations and in accordance with SFAS #7, the Company is considered a
development stage company.
On November 20, 1998, the company issued 10,200,000 Shares of its $.001 Par
value common stock for cash of $10,300.00.
On December 23, 1998, the Company completed a public offering that was
registered with the State of Nevada pursuant to N.R.S. 90.490 and was exempt
from federal registration pursuant to Regulation D,Rule 504 of the Securities
Act of 1933, as amended, and various state securities exemptions. The Company
sold 1,031,600 shares of Common Stock at a price of $.05 per share for a total
amount raised of $51, 800.00. The Company received cash in the amount of
$26,580.00 and extinguished an existing liability in the amount of $25,000.00
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting polices and procedures have not been determined except as follows:
1. The Company uses the accrual method of accounting.
2. The cost of organization, .$360.00, is being amortized over a period of
60 months (November 20, 1998 through October 31, 2003.)
3. Earnings per share is computed using the weighted average number of
shares of common stock outstanding.
4. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
5. The cost of equipment is depreciated over the estimated useful life of
the equipment utilizing the straight line method of deprecation.
6. The cost of Web Site Development, $14,506.00 is being amortized over a
period of 60 months (November 20, 1998 through October 31, 2003.).
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has no current source of revenue. Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern. It is management's plan to seek additional capital
through a State of Nevada registered public offering of securities pursuant to
Chapter 90.490 of the Nevada revised statutes.
F-6
<PAGE>
NOTE 4 - RELATED PARTY TRANSACTION
The Company leases real property in San Diego, California. The officers and
directors of the Company are involved in other business activities and may, in
the future, become involved in other business opportunities. If a specific
business opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interests. The Company
has not formulated a policy for the resolution of such conflicts.
NOTE 5 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
F-7
<PAGE>
Part III
Item 1. Index to Exhibits (Pursuant to Item 601 of Regulation SB)
Exhibit
Number Name and/or Identification of Exhibit
- ------ -------------------------------------
1. Underwriting Agreement
Not applicable
2. Plan of Acquisition, Reorganization, Arrangement, Liquidation, or
Succession
None - Not applicable
3. Articles of Incorporation & By-Laws
(a) Articles of Incorporation of the Company filed November 20, 1998
(b) By-Laws of the Company adopted November 20, 1998
4. Instruments Defining the Rights of Security Holders
No instruments other than those included in Exhibit 3
5. Opinion on Legality
Not applicable
6. No Exhibit Required
Not applicable
7. Opinion on Liquidation Preference
Not applicable
8. Opinion on Tax Matters
Not applicable
9. Voting Trust Agreement and Amendments
Not applicable
10. Material Contracts
None - Not applicable
23
<PAGE>
Exhibit
Number Name and/or Identification of Exhibit
- ------ -------------------------------------
11. Statement Re Computation of Per Share Earnings
Not applicable - Computation of per share earnings can be clearly
determined from the Statement of Operations in the Company's
financial statements
12. No Exhibit Required
Not applicable
13. Annual or Quarterly Reports - Form 10-Q
Not applicable
14. Material Foreign Patents
Not applicable
15. Letter on Unaudited Interim Financial Information
Not applicable
16. Letter on Change in Certifying Accountant
Not applicable
17. Letter on Director Resignation
Not applicable
18. Letter on Change in Accounting Principles
Not applicable
19. Reports Furnished to Security Holders
Not applicable
20. Other Documents or Statements to Security Holders
None - Not applicable
21. Subsidiaries of Small Business Issuer
None - Not applicable
24
<PAGE>
Exhibit
Number Name and/or Identification of Exhibit
- ------ -------------------------------------
22. Published Report Regarding Matters Submitted to Vote of Security
Holders
Not applicable
23. Consent of Experts and Counsel
Consents of independent public accountants
24. Power of Attorney
Not applicable
25. Statement of Eligibility of Trustee
Not applicable
26. Invitations for Competitive Bids
Not applicable
27. Financial Data Schedule
Financial Data Schedule of Global-Link Enterprises, Inc. ending
March 1, 1999
28. Information from Reports Furnished to State Insurance Regulatory
Authorities
Not applicable
29. Additional Exhibits
Not applicable
25
<PAGE>
Item 2. Description of Exhibits
Exhibit
Number Name and/or Identification of Exhibit
- ------ -------------------------------------
1. Underwriting Agreement
Not applicable
2. Plan of Acquisition, Reorganization, Arrangement, Liquidation, or
Succession
None - Not applicable
3. Articles of Incorporation & By-Laws
(c) Articles of Incorporation of the Company filed November 20, 1998
(d) By-Laws of the Company adopted November 20, 1998
4. Instruments Defining the Rights of Security Holders
No instruments other than those included in Exhibit 3
5. Opinion on Legality
Not applicable
6. No Exhibit Required
Not applicable
7. Opinion on Liquidation Preference
Not applicable
8. Opinion on Tax Matters
Not applicable
9. Voting Trust Agreement and Amendments
Not applicable
10. Material Contracts
None - Not applicable
26
<PAGE>
Exhibit
Number Name and/or Identification of Exhibit
- ------ -------------------------------------
11. Statement Re Computation of Per Share Earnings
Not applicable - Computation of per share earnings can be clearly
determined from the Statement of Operations in the Company's
financial statements
12. No Exhibit Required
Not applicable
13. Annual or Quarterly Reports - Form 10-Q
Not applicable
14. Material Foreign Patents
Not applicable
15. Letter on Unaudited Interim Financial Information
Not applicable
16. Letter on Change in Certifying Accountant
Not applicable
17. Letter on Director Resignation
Not applicable
18. Letter on Change in Accounting Principles
Not applicable
20. Reports Furnished to Security Holders
Not applicable
20. Other Documents or Statements to Security Holders
None - Not applicable
21. Subsidiaries of Small Business Issuer
None - Not applicable
27
<PAGE>
Exhibit
Number Name and/or Identification of Exhibit
- ------ -------------------------------------
22. Published Report Regarding Matters Submitted to Vote of Security
Holders
Not applicable
23. Consent of Experts and Counsel
Consents of independent public accountants
24. Power of Attorney
Not applicable
25. Statement of Eligibility of Trustee
Not applicable
26. Invitations for Competitive Bids
Not applicable
27. Financial Data Schedule
Financial Data Schedule of Global-Link Enterprises, Inc. ending
March 1, 1999
28. Information from Reports Furnished to State Insurance Regulatory
Authorities
Not applicable
29. Additional Exhibits
Not applicable
28
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
Global-Link Enterprises, Inc.
- --------------------------------------------------------------------------------
(Registrant)
Date: May 12, 1999
- ---------------------------------------------------
By: /s/ James C. Frans
- ---------------------------------------------------
James C. Frans, Chairman of the Board, President and Chief Executive
Officer
- --------------------------------------------------------------------------------
By: /s/ Paul A. Harbison
- ---------------------------------------------------
Paul A. Harbison, Director, CFO, Treasurer
- ---------------------------------------------------
By: /s/ Lou Caspary
- ---------------------------------------------------
Lou Caspary, Director, Secretary
- ---------------------------------------------------
29
GLOBAL-LINK ENTERPRISES, INC.
EXHIBIT #3
Articles of Incorporation and By-Laws of the Company
<PAGE>
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
NOV 20,1998
NO. C27233-98
/s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
Global-Link Enterprises, Inc.
1. Name of Company:
Global-Link Enterprises, Inc.
2. Resident Agent:
The resident agent Nevada Internet Corporation Enterprises
of the Company is: 3110 S. Valley View, Suite 105
Las Vegas, Nevada 89102
3. Board of Directors:
The Company shall initially have one director (1) who is James C.
Frans; 3633 Camino del Rio South, #107; San Diego, CA 92108. This individual
shall serve as director until their successor or successors have been elected
and qualified. The number of directors may be increased or decreased by a duly
adopted amendment to the By-Laws of the Corporation.
4. Authorized Shares:
The aggregate number of shares which the corporation shall have
authority to issue shall consist of 20,000,000 shares of Common Stock having a
S.001 par value, and 5,000,000 shares of Preferred Stock having a $.001 par
value. The Common and/or Preferred Stock of the Company may be issued from time
to time without prior approval by the stockholders. The Common and/or Preferred
Stock may be issued for such consideration as may be fixed from time to time by
the Board of Directors. The Board of Directors may issue such share of Common
and/or Preferred Stock in one or more series, with such voting powers,
designations, preferences and rights or qualifications, limitations or
restrictions thereof as shall be stated in the resolution or resolutions.
5. Preemptive Rights and Assessment of Shares:
Holders of Common Stock or Preferred Stock of the corporation
shall not have any preference, preemptive right or right of subscription to
acquire shares of the corporation authorized, issued, or sold, or to be
authorized, issued or sold, or to any obligations or shares authorized or issued
or to be authorized or issued, and convertible into shares of the corporation,
nor to any right of subscription thereto, other than to the extent, if any, the
Board of Directors in its sole discretion, may determine from time to time.
The Common Stock of the Corporation, after the amount of the
subscription price has been fully paid in, in money, property or services, as
the directors shall determine, shall not be subject to assessment to pays the
debts of the corporation, nor for any other purpose, and no Common Stock issued
as fully paid shall ever be assessable or assessed, and the Articles of
Incorporation shall not be amended to provide for such assessment.
1
<PAGE>
Incorporation Continued
6. Directors' and Officers' Liability
A director or officer of the corporation shall not be personally
liable to Us corporation or its stockholders for damages for breach of fiduciary
duty as a director or officer, but this Article shall not eliminate or limit the
liability of a director or officer for (i) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of the law or (ii) the
unlawful payment of dividends. Any repeal or modification of this Article by
stockholders of the corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director or
officer of the corporation for acts or omissions prior to such repeal or
modification.
7. Indemnity
Every person who was or is a party to, or is threatened to be
made a party to, or is involved in any such action, suit or proceeding, whether
civil, criminal, administrative or investigative, by the reason of the fact that
he or she, or a person with whom he -or she is a legal representative, is or was
a director of the corporation, or who is serving at the request of the
corporation as a director or officer of another corporation, or is a
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissible under
the laws of the State of Nevada from time to time against all expenses,
liability and loss (including attorneys' fees, judgments, fines, and amounts
paid or to be paid in a settlement) reasonably incurred or suffered by him or
her in connection therewith. Such right of indemnification shall be a contract
right which may be enforced in any manner desired by such person. The expenses
of officers and directors incurred in defending a civil. suit or proceeding must
be paid by the corporation as incurred and in advance of the final disposition
of the action, suit, or proceeding, under receipt of an undertaking by or on
behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he or she is not entitled
to be indemnified by the corporation. Such right of indemnification shall not be
exclusive of any other right of such directors, officers or representatives may
have or hereafter acquire, and, without limiting the generality of such
statement, they shall be entitled to their respective rights of indemnification
under any bylaw, agreement, vote of stockholders, provision of law, or
otherwise, as well as their rights under this article.
Without limiting the application of the foregoing, the Board of
Directors may adopt ByLaws from time to time without respect to indemnification,
to provide at all times the fullest indemnification permitted by the laws of the
State of Nevada, and may cause the corporation to purchase or maintain insurance
on behalf of any person who is or was a director or officer
8. Amendments
Subject at all times to the express provisions of Section 5 on
the Assessment of Shares, this corporation reserves the right to amend, alter,
change, or repeal any provision contained in these Articles of Incorporation or
its By-Laws, in the manner now or hereafter prescribed by statute or the
Articles of Incorporation or said By-Laws, and all rights conferred upon
shareholders are granted subject to this reservation.
9. Power of Directors
In furtherance, and not in limitation of those powers confer-red
by statute, the Board of Directors is expressly authorized:
(a) Subject to the By-Laws, if any, adopted by the shareholders,
to make, alter or repeal the By-Laws of the corporation;
2
<PAGE>
Incorporation Continued
(b) To authorize and caused to be executed mortgages and liens,.
with or without limitations as to amount, upon the real and personal property of
the corporation;
(c) To authorize the guaranty by the corporation of the
securities, evidences of indebtedness and obligations of other persons,
corporations or business entities;
(d) To set apart out of any funds of the corporation available
for dividends a reserve or reserves for any proper purpose and to abolish any
such reserve;
(e) By resolution adopted by the majority of the whole board, to
designate one or more committees to consist of one or more directors of the of
the corporation, which, to the extent provided on the resolution or in the
By-Laws of the corporation, shall have and may exercise the powers of the Board
of Directors in the management of the affairs of the corporation, and may
authorize the seal of the corporation to be affixed to all papers which may
require it. Such committee or committees shall have name and names as may be
stated in the By-Laws of the corporation or as may be determined from time to
time by resolution adopted by the Board of Directors.
All the corporate powers of the corporation shall be exercised by
the Board of Directors except as otherwise herein or in the By-Laws or by law.
IN WITNESS WHBEREOF, I hereunder set my hand this Thursday,
November 19, 1998, hereby declaring and certifying that the facts stated
hereinabove are true.
Signature of Incorporator
Name: Thomas C. Cook, Esq.
Address: 3110 S. Valley View, Suite 105
Las Vegas, Nevada 89102
Signature: /s/ Thomas Cook
----------------
State of Nevada )
County of Clark )
NOTARY PUBLIC
This instrument was acknowledged before me on STATE OF NEVADA
November 19,1998 by Thomas C. Cook. County of Clark
NANETTE RICHKO
No:96-22488-1
My Appointment Expires Apr. 10, 2000
/s/ Nanette Richko
-----------------------
Notary Public Signature
Certificate of Acceptance of Appointment as Resident Agent: I, TED D. CAMPBELL
II, as a principal of Nevada Internet Corporation Enterprises ("NICE"), hereby
accept appointment of NICE as the resident agent for the above referenced
company.
Signature:/s/ Ted K. Campbell II
----------------------
Ted D. Campbell II
3
<PAGE>
SECRETARY OF STATE
THE GREAT SEAL OF THE STATE OF NEVADA
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that GLOBAL-LINK ENTERPRISES, INC. did on NOVEMBER 20, 1998, file
in this office the original Articles of Incorporation; that said Articles are
now on file and of record in the office of the Secretary of State of the State
of Nevada, and further, that said Articles contain all the provisions required
by the law of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set
my hand and affixed the Great Seal of
State, at my office, in Las Vegas,
Nevada, on NOVEMBER 20, 1998.
/s/ Dean Heller
Secretary of State
By /s/ Angela Warwok
Certification Clerk
BYLAWS
OF
GLOBAL-LINK ENTERPRISES, INC.
ARTICLE I
OFFICES
The principal office of the Corporation in the State of Nevada shall be
located in Las Vegas, County of Clark. The Corporation may have such other
offices, either within or without the State of Nevada, as the Board of Directors
may designate or as the business of the Corporation may require from time to
time.
ARTICLE II
SHAREHOLDERS
SECTION 1. Annual Meeting . The annual meeting of the shareholders
shall be held on the first day in the month of November in each year, beginning
with the year 1999, at the hour of one o'clock p.m., for the purpose of electing
Directors and for the transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a legal holiday, such
meeting shall be held on the next business day. If the election of Directors
shall not be held on the day designated herein for any annual meeting of the
shareholders, or at any adjournment thereof, the Board of Directors shall cause
the election to be held at a special meeting of the shareholders as soon
thereafter as soon as conveniently may be.
SECTION 2. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the President or by the Board of Directors, and shall be called by the
President at the request of the holders of not less than fifty percent (50%) of
all the outstanding shares of the Corporation entitled to vote at the meeting.
<PAGE>
SECTION 3. Place of Meeting . The Board of Directors may designate any
place, either within or without the State of Nevada, unless otherwise prescribed
by statute, as the place of meeting for any annual meeting or for any special
meeting. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the State of Nevada,
unless otherwise prescribed by statute, as the place for the holding of such
meeting. If no designation is made, the place of the meeting will be the
principal office of the Corporation.
SECTION 4. Notice of Meeting. Written notice stating the place, day and
hour of the meeting and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall unless otherwise prescribed by statute,
be delivered not less than ten (10) days nor more than sixty (60) days before
the date of the meeting, to each shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, addressed to the shareholder at his/her address as it
appears on the stock transfer books of the Corporation, with postage thereon
prepaid.
SECTION 5. Closing of Transfer Books or Fixing of Record . For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be closed for a
stated period, but not to exceed in any case fifty (50) days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books shall
be closed for at least ten (10) days immediately preceding such meeting. In lieu
of closing the stock transfer books, the Board of Directors may fix in advance a
date as the record date for any such determination of shareholders, such date in
any case to be not more than fifty (50) days and, in case of a meeting of
shareholders, not less then ten (10) days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
If the stock transfer books are not closed and no record date is fixed for
determination of shareholders entitled to notice of or to vote at a meeting of
<PAGE>
shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the'
ase may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof.
SECTION 6. Voting Lists. The officer or agent having charge of the
stock transfer books for shares of the Corporation shall make a complete list of
the shareholders entitled to vote at each meeting of shareholders or at any
adjournment thereof, arranged in alphabetical order, with the address of and the
number of shares held by each. Such list shall be produced and kept open at the
time and place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting for the purposes thereof.
SECTION 7. Quorum. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally noticed. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.
SECTION 8. Proxies. At all meetings of shareholders, a shareholder may
vote in person or by proxy executed in writing by the shareholder by his/her
duly authorized attorney-in-fact. Such proxy shall be filed with the secretary
of the Corporation before or at the time of the meeting.
SECTION 9. Voting of Shares. Each outstanding share entitled to vote
shall be entitled to one vote upon each matter submitted to a vote at a meeting
of shareholders.
<PAGE>
SECTION 10. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by such officer, agent or proxy as the
Bylaws of such corporation may prescribe or, in the absence of such provision,
as the Board of Directors of such corporation may determine. Shares held by an
administrator, executor, guardian or conservator may be voted by him, either in
person or by proxy, without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such
receiver, and the shares held by or under the control of a receiver may be voted
by such receiver without the transfer thereof into his name, if authority to do
so be contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred..
Shares of its own stock belonging to the Corporation shall not be
voted, directly or indirectly, at any meeting, and shall not be counted in
determining the total number of outstanding shares at any given time.
SECTION 11. Informal Action by Shareholders. Unless otherwise provided
by law, any action required to be taken at a meeting of the shareholders, or any
other action which may be taken at a meeting of the shareholders, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the shareholders entitled to vote with respect to the
subject matter thereof.
ARTICLE
BOARD OF DIRECTORS
SECTION 1. General Powers. The Board of Directors shall be responsible
for the control and management of the affairs, property and interests of the
Corporation and may exercise all powers of the Corporation, except as are in the
Articles of Incorporation or by statute expressly conferred upon or reserved to
the shareholders.
<PAGE>
SECTION 2. Number, Tenure and Qualifications. The number of directors
of the Corporation shall be fixed by the Board of Directors, but in no event
shall be less than one (1). Each director shall hold office until the next
annual meeting of shareholders and until his/her successor shall have been
elected and qualified.
SECTION 3. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this Bylaw immediately after,
and at the same place as, the annual meeting of shareholders. The Board of
Directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than such resolution.
SECTION 4. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the President or any two directors. The
person or persons authorized to call special meetings of the Board of Directors
may fix the place for holding any special meeting of the Board of Directors
called by them.
SECTION 5. Notice. Notice of any special meeting shall be given at
least one (1) day previous thereto by written notice delivered personally or
mailed to each director at his business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the notice be given to the telegraph
company. Any directors may waive notice of any meeting. The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened.
SECTION 6. Quorum A majority of the number of directors fixed by
Section 2 of this Article shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice. SECTION 7.
Telelphonic Meeting. A meeting of the Board of Directors may be had by means of
<PAGE>
a telephone conference or similar communications equipment by which all persons
participating in the meeting can hear each other, and the participation in a
meeting under such circumstances shall constitute presence at the meeting.
SECTION 8. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.
SECTION 9. Action Without a Meeting. Any action that may be taken by
the Board of Directors at a meeting may be taken without a meeting if a consent
in writing, setting forth the action so to be taken, shall be signed before such
action by all of the directors.
SECTION 10. Vacancies. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors, unless otherwise provided
by law. A director elected to fill a vacancy shall be elected for the unexpired
term of his/her predecessor in office. Any directorship to be filled by reason
of an increase in the number of directors may be filled by election by the Board
of Directors for a term of office continuing only until the next election of
directors by the shareholders.
SECTION 11. Resignation. Any director may resign at any time by giving
written notice to the Board of Directors, the President or the Secretary of the
Corporation. Unless otherwise specified in such written notice such resignation
shall. take effect upon receipt thereof by the Board of Directors or such
officer, and the acceptance of such resignation shall not be necessary to make
it effective.
SECTION 12. Removal. Any director may be removed with or without cause
at any time by the affirmative vote of shareholders holding of record in the
aggregate at least a majority of the outstanding shares of stock of the
Corporation at a special meeting of the shareholders called for that purpose,
and may be removed for cause by action of the Board.
SECTION 13. Compensation. By resolution of the Board of Directors, each
director may be paid for his/her expenses, if any, of attendance at each meeting
of the Board of Directors, and may be paid a stated salary as director or a
fixed sum for attendance at each meeting of the Board of Directors or both. No
<PAGE>
such payment shall preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.
SECTION 14. Contracts. No contract or other transaction between this
Corporation and any other corporation shall be impaired, affected or
invalidated, nor shall any director be liable in any way by reason of the fact
that one or more of the directors of this Corporation is or are interested in,
or is a director or officer, or are directors or officers of such other
corporations, provided that such facts are disclosed or made known to the Board
of Directors, prior to their authorizing such transaction. Any director,
personally and individually, may be a party to or may be interested in any
contract or transaction of this Corporation, and no directors shall be liable in
any way by reason of such interest, provided that the fact of such interest be
disclosed or made known to the Board of Directors prior to their authorization
of such contract or transaction, and provided that the Board of Directors shall
authorize, approve or ratify such contract or transaction by the vote (not
counting the vote of any such Director) of a majority of a quorum,
notwithstanding the presence of any such director at the meeting at which such
action is taken. Such director or directors may be counted in determining the
presence of a quorum at such meeting. This Section shall not be construed to
impair, invalidate or in any way affect any contract or other transaction which
would otherwise be valid under the law (common, statutory or otherwise)
applicable thereto.
SECTION 15. Committees. The Board of Directors, by resolution adopted
by a majority of the entire Board, may from time to time designate from among
its members an executive committee and such other committees, and alternate
members thereof, as they may deem desirable, with such powers and authority (to
the extent permitted by law) as may be provided in such resolution. Each such
committee shall serve at the pleasure of the Board.
SECTION 16. Presumption of Assent. A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his/her dissent shall be entered into the minutes of the meeting or unless
he/she shall file written dissent to such action with the person acting as the
<PAGE>
Secretary of the meeting before the adjournment thereof, or shall forward such
dissent by registered mail to the Secretary of the Corporation immediately after
the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
ARTICLE IV
OFFICERS
SECTION 1. Number. The officers of the Corporation shall be a
President, one or more Vice Presidents, a Secretary, and a Treasurer, each of
whom shall be elected by the Board of Directors. Such other officers and
assistant officers as may be deemed necessary may be elected or appointed by the
Board of Directors, including a Chairman of the Board. In its discretion, the
Board of Directors may leave unfilled for any such period as it may determine
any office except those of President and Secretary. Any two or more offices may
be held by the same person. Officers may be directors or shareholders of the
Corporation.
SECTION 2. Election and Tenn of Office. The officers of the Corporation
to be elected by the Board of Directors shall be elected annually by the Board
of Directors at the first meeting of the Board of Directors held after each
annual meeting of the shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as
conveniently may be Each officer shall hold office until his/her successor shall
have been duly elected and shall have qualified, or until his/her death, or
until he/she shall resign or shall have been removed in the manner hereinafter
provided.
SECTION 3. Resignation. Any officer may resign at any time by giving
written notice of such resignation to the Board of Directors, or to the
President or the Secretary of the Corporation. Unless otherwise specified in
such written notice, such resignation shall take effect upon receipt thereof by
the Board of Directors or by such officer, and the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 4. Removal. Any officer or agent may be removed by the Board of
Directors whenever, in its judgment, the best interests of the Corporation will
be served thereby, but such removal shall be without prejudice to the contract
<PAGE>
rights, if any, of the person so removed. Election or appointment of an officer
or agent shall not of itself create contract rights, and such appointment shall
be terminable at will.
SECTION 5. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
SECTION 6. President. The President shall be the principal executive
officer of the Corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of. the Corporation. He/she shall, when present, preside at all meetings
of the shareholders and of the Board of Directors, unless there is a Chairman of
the Board, in which case the Chairman will preside. The President may sign, with
the Secretary or any other proper officer of the Corporation thereunto
authorized by the Board of Directors, certificates for shares of the
Corporation, any deeds, mortgages, bonds, contracts, or other instruments which
the Board of Directors has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the Board of
Directors or by these Bylaws to some other officer or agent of the Corporation,
or shall be required by law to be otherwise signed or executed; and in general
shall perform all duties incident to the office of President and such other
duties as may be prescribed by the Board of Directors from time to time.
SECTION 7. Vice President. In the absence of the President or in event
of his/her death, inability or refusal to act, the Vice President shall perform
the duties of the President, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the President. The Vice President
shall perform such other duties as from time to time may be assigned by the
President or by the Board of Directors. If there is more than one Vice
President, each Vice President shall succeed-to the duties of the President in
order of rank as determined by the Board of Directors. If no such rank has been
determined, then each Vice President shall succeed to the duties of the
President in order of date of election, the earliest date having first rank.
<PAGE>
SECTION 8. Secretary. The Secretary shall: (a) keep the minutes of the
proceedings of the shareholders and of the Board of Directors in one or more
minute book provided for that purpose; (b) see that all notices are duly given
in accordance with the provisions of these Bylaws or as required by law; (c) be
custodian of the corporate records and of the seal of the Corporation and see
that the seal of the Corporation is affixed to all documents, the execution of
which on behalf of the Corporation under its seal is duly authorized; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the Secretary by such shareholder; (e) sign with the president certificates
for shares of the Corporation, the issuance of which shall have been authorized
by resolution of the Board of Directors; (f) have general charge of the stock
transfer books of the Corporation; and (g) in general perform all duties
incident to the office of the Secretary and such other duties as from time to
time may be assigned by the President or by the Board of Directors.
SECTION 9. Treasurer. The Treasurer shall: (a) have charge and custody
of and be responsible for all funds and securities of the Corporation; (b)
receive and give receipts for moneys due and payable to the Corporation from any
source whatsoever, and deposit all such moneys in the name of the Corporation in
such banks, trust companies or other depositories as shaft be selected in
accordance with the provisions of Article VI of these Bylaws; and (c) in general
perform all of the duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him by the President or by the
Board of Directors.
SECTION 10. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors, and no officer shall be prevented from
receiving such salary by reason of the fact that he/she is also a director of
the corporation.
SECTION 11. Sureties and Bonds. In case the Board of Directors shall so
require any officer, employee or agent of the Corporation shall execute to the
Corporation a bond in such sum, and with such surety or sureties as the Board of
Directors may direct, conditioned upon the faithful performance of his/her
duties to the Corporation, including responsibility for negligence for the
accounting for all property, funds or securities of the Corporation which may
come into his/her hands.
<PAGE>
SECTION 12. Shares of Stock of Other Corporations. Whenever the
Corporation is the holder of shares of stock of any other corporation, any right
of power of the Corporation as such shareholder (including the attendance,
acting and voting at shareholders' meetings and execution of waivers, consents,
proxies or other instruments) may be exercised on behalf of the Corporation by
the President, any Vice President or such other person as the Board of directors
may authorize.
ARTICLE V
INDEMNITY
The Corporation shall indemnify its directors, officers and employees
as follows:
Every director, officer, or employee of the Corporation shall be
indemnified by the Corporation against all expenses and liabilities, including
counsel fees, reasonably incurred by or imposed upon him/her in connection with
any proceeding to which he/she may be made a party, or in which he/she may
become involved, by reason of being or having been a director, officer, employee
or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of the Corporation,
partnership, joint venture, trust or enterprise, or any settlement thereof,
whether or not he/she is a director, officer, employee or agent at the time such
expenses are incurred, except in such cases wherein the director, officer,
employee or agent is adjudged guilty of willful misfeasance or malfeasance in
the performance of his/her duties; provided that in the event of a settlement
the indemnification herein shall apply only when the Board of Directors approves
such settlement and reimbursement as being for the best interests of the
Corporation.
The Corporation shall provide to any person who is or was a director,
officer, employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of the
corporation, partnership, joint venture, trust or enterprise, the indemnity
against expenses of a suit, litigation or other proceedings which is
specifically permissible under applicable law.
The Board of Directors may, in its discretion, direct the purchase of
liability insurance by way of implementing the provisions of this Article.
<PAGE>
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
SECTION 3. Checks, Drafts, etc. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
SECTION 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.
ARTICLE VII
SHARES OF STOCK
SECTION 1. Certificates for Shares. Certificates representing shares of
the Corporation shall be in such a form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President and by the
Secretary or by such other officers authorized by law and by the Board of
Directors to do so, and sealed with the corporate seal. All certificates for
shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the stock transfer
books of the Corporation. All certificates surrendered to the Corporation for
transfer shall be canceled and no new certificate shall be issued until the
<PAGE>
former certificate for a like number of shares shall have been surrendered and
canceled, except that in the case of a lost, destroyed or mutilated certificate,
a new one may be issued therefor upon such terms and indemnity to the
Corporation as the Board of Directors may prescribe.
SECTION 2. Transfer of Shares. Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the holder
of record thereof or by his/her legal representative, who shall furnish proper
evidence of authority to transfer, or by his/her attorney thereunto authorized
by power of attorney duly executed and filed with the Secretary of the
Corporation, and on surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books of the Corporation
shall be deemed by the Corporation to be the owner thereof for all purposes.
Provided, however, that upon any action undertaken by the shareholders to elect
S Corporation status pursuant to Section 1362 of the Internal Revenue Code and
upon any shareholders' agreement thereto restricting the transfer of said shares
so as to disqualify said S Corporation status, said restriction on transfer
shall be made a part of the Bylaws so long as said agreement is in force and
effect.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of
January and end on the thirty first day of December, of each year.
ARTICLE IX
DIVIDENDS
The Board of Directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and its Articles of Incorporation.
<PAGE>
ARTICLE X
CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the Corporation
and the state of incorporation and the words "Corporate Seal".
ARTICLE XI
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any shareholder or director of the Corporation under the provisions of
these Bylaws or under the provisions of the Articles of Incorporation or under
the provisions of the applicable Business Corporation Act, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.
ARTICLE XII
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board of Directors at any regular or special meeting of the Board
of Directors.
The above Bylaws are certified to have been adopted by the Board of
Directors of the Corporation on the 20th day of November, 1998.
-------------------------------
Secretary
James E. Slayton, CPA
- --------------------------------------------------------------------------------
3867 WEST MARKET STREET
SUITE 208
AKRON, OH 44333
To Whom It May Concern: March 21, 1999
The firm of James E. Slayton, Certified Public Accountant consents to
the inclusion of my report of March 21, 1999, on the Financial Statements of
Global-Link Enterprises, Inc. from the inception date of November 20, 1998,
through December 31, 1998, and from December 31, 1998, through March 1, 1999 in
any filings that are necessary now or in the near future to be filed with the
Securities and Exchange Commission.
Professionally,
/s/ James E. Slayton
James E. Slayton, CPA
Ohio License ID# 04-1-15582
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