posted
since this went to the Senate, it's important to understand why/how it happened.... i have "clipped the pertinent areas direclty form the SEC filings, and this will take several posts to complete..it's important that i use the exact wording from the filings
GLOBAL LINKS CORP DEF 14C 9/17/2004 9/3/2004
AMENDMENT TO ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The board of directors has determined that it is advisable to increase our authorized common stock and has adopted, subject to shareholder approval, an amendment to our articles of incorporation to increase our authorized number of shares of common stock from 500,000,000 shares to 1,900,000,000 shares of common stock, par value $0.001 per share.
AMENDMENT TO ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF PREFERRED STOCK
The board of directors has determined that it is advisable to increase our authorized preferred stock and has adopted, subject to shareholder approval, an amendment to our articles of incorporation to increase our authorized number of shares of preferred stock from 50,000,000 shares to 100,000,000 shares of preferred stock, par value $0.001 per share.
GRANT OF DISCRETIONARY AUTHORITY TO THE BOARD OF DIRECTORS TO AMEND OUR ARTICLES OF INCORPORATION TO EFFECT AN UP TO ONE FOR 350 REVERSE STOCK SPLIT
Our board of directors has adopted a resolution to seek shareholder approval to grant the board discretionary authority to amend our articles of incorporation to implement a reverse split for the purpose of increasing the market price of our common stock. The reverse split exchange ratio that the board of directors approved and deemed advisable and for which it is seeking shareholder approval is up to 350 pre-consolidation shares for each one post-consolidation share, with the reverse split to occur within 60 days of the date of this information statement, the exact time of the reverse split to be determined by the directors in their discretion. Approval of this proposal would give the board authority to implement the reverse split on the basis of 150, 250 or 350 pre-consolidation shares for each one post-consolidation share at any time it determined within 60 days of the date of this information statement. In addition, approval of this proposal would also give the board authority to decline to implement a reverse split.
EFFECT OF THE REVERSE SPLIT
The reverse split would not affect the registration of our common stock under the Securities Exchange Act of 1934, as amended, nor will it change our periodic reporting and other obligations thereunder.
The voting and other rights of the holders of our common stock would not be affected by the reverse split (other than as a result of the payment of cash in lieu of fractional shares as described below). For example, a holder of 0.5 percent of the voting power of the outstanding shares of our common stock immediately prior to the effective time of the reverse split would continue to hold 0.5 percent of the voting power of the outstanding shares of our common stock after the reverse split. The number of shareholders of record would not be affected by the reverse split (except to the extent that any shareholder holds only a fractional share interest and receives cash for such interest).
The authorized number of shares of our common stock and the par value of our common stock under our articles of incorporation would remain the same following the effective time of the reverse split.
Based on the 500,000,000 shares of our common stock that are currently authorized under our articles of incorporation, prior to any increase in the number of our authorized common stock, if we elect to implement a one for 350 reverse stock split, the reverse split, when implemented, would have the effect of increasing the number of authorized but unissued shares of our common stock from 200,212,201 to 499,143,464 shares.
-------------------- Don't envy the happiness of those who live in a fool's paradise. Posts: 36378 | From: USA | Registered: Sep 2003
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posted
the last paragraph in the previous post is CRITICAL...it basically says that the Authorised shares will not go down....
HOWEVER, on 2/2/05 this was filed with the SEC
GLOBAL LINKS CORP 8-K 2/2/2005 1/14/2005
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
Effective February 1, 2005, the Registrant implemented a one for 350 reverse split of its authorized, issued and outstanding shares of common stock. The number of authorized and outstanding shares of the Registrant's common stock has been reduced in accordance with the one for 350 split ratio to 5,428, 571 and 1,158,064, respectively, following the February 1, 2005 reverse split.
i believe the authorized shares were actually SUPPOSED to read 1.9 BILLION, not 5,428,571... this 1.9Billion figure is based on the previous filing. NOTE that they also DISMISSED their independant auditor on Feb 1 2005-the same day as the RS. he and the CEO BOTH signed this document which does NOT agree with prior filings
TEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On February 1, 2005, the Registrant dismissed its independent auditor, William E. Costello CPA, certified public accountant ("Costello"), because Costello was not registered with the PCAOB.
Costello's reports on the Registrant's financial statements for the fiscal years ended December 31, 2002 and 2003 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that Costello's reports on the Registrant's financial statements for the fiscal years ended December 31, 2003 and 2004 expressed doubt about the Company's ability to continue as a "going concern."
The decision to dismiss Costello was recommended by the Registrant's Board of Directors.
[ March 11, 2005, 22:28: Message edited by: glassman ]
-------------------- Don't envy the happiness of those who live in a fool's paradise. Posts: 36378 | From: USA | Registered: Sep 2003
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GLOBAL LINKS CORP Reporting Owner : DOBRUCKI FRANK J 4 9/22/2004 8/31/2004
FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person *
DOBRUCKI FRANK J 2. Issuer Name and Ticker or Trading Symbol
GLOBAL LINKS CORP [ GBLL ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__ X __ Director __ X __ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) President, CEO, CFO (Last) (First) (Middle)
4600 E. SUNSET RD., SUITE 320 3. Date of Earliest Transaction (MM/DD/YYYY)
8/31/2004 (Street)
LAS VEGAS, NV 89014 (City) (State) (Zip) 4. If Amendment, Date Original Filed (MM/DD/YYYY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YYYY) 2A. Deemed Execution Date, if any (MM/DD/YYYY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 3910000 D
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivate Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YYYY) 3A. Deemed Execution Date, if any (MM/DD/YYYY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series B Preferred Stock $0 (1) (2) (3) Common Stock 28000000 2800000 D
Series B Preferred Stock (1) 8/31/2004 P 10040000 (2) (3) Common Stock 100400000 (4) 12840000 D
Explanation of Responses: ( 1) 10 shares common for each 1 share of preferred ( 2) Anytime ( 3) None ( 4) N/A
Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DOBRUCKI FRANK J 4600 E. SUNSET RD. SUITE 320 LAS VEGAS, NV 89014 X X President, CEO, CFO
according to this form 4 filing? in the Explanation of Responses? BOX 1 & 2?
it looks like it says that the owner of the 12,840,000 series B prefered shares is allowed to exchange each of those shares for 10 common shares ANYTIME
-------------------- Don't envy the happiness of those who live in a fool's paradise. Posts: 36378 | From: USA | Registered: Sep 2003
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posted
glass common now you wouldn't want to hurt the azzwipes running the company by r/sing their shares. you only want to hurt the poor sob's that pay them to run the company. with a number of companies you either get that or you get the cmkx version, just keep on printin'. cmkx needs new tshirts
GOT CMKX?
IF NOT
We're priintin as fast as we can.
-------------------- "keep your stick on the ice & your cup firmly in place" Posts: 3651 | From: Algonac, MI. 48001 | Registered: Jun 2004
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posted
no, the prefered shares are CONVERTIBLE to common at a rate of ten to 1
the MM's (contrary to popular opinion) are not idiots. they know they can pick up the phone to "get" shares to cover the short position, so they are selling common shares confdent that they will be able replace them...
-------------------- Don't envy the happiness of those who live in a fool's paradise. Posts: 36378 | From: USA | Registered: Sep 2003
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4.1.1 The number and class of shares subject to each outstanding Stock Option, the Exercise Price thereof (and the total price), the maximum number of Stock Options that may be granted under this Amended Plan, the minimum number of shares as to which a Stock Option may be exercised at any one time, and the number and class of shares subject to each outstanding Award, shall not be proportionately adjusted in the event of any increase or decrease in the number of the issued shares of the Common Stock which results from a split-up or consolidation of shares, payment of a stock dividend or dividends exceeding a total of five percent for which the record dates occur in any one fiscal year, a recapitalization (other than the conversion of convertible securities according to their terms), a combination of shares or other like capital adjustment, so that (a) upon exercise of the Stock Option, the Employee shall receive the number and class of shares the Employee would have received prior to any such capital adjustment becoming effective, and (b) upon the lapse of restrictions of the Award Shares, the Employee shall receive the number and class of shares the Employee would have received prior to any such capital adjustment becoming effective.
Posts: 102 | Registered: Feb 2004
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15. Term of Amended Plan. No shares of the Common Stock shall be ----------------------- issued, unless and until the Directors of the Company have approved this Amended Plan and all other legal requirements have been met. This Amended Plan was adopted by the Board effective December 17, 2004, and shall expire on December 17, 2014.Posts: 102 | Registered: Feb 2004
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On July 28, 2004, we filed with the Securities and Exchange Commission (SEC) a Registration Statement No. 333-117712 on Form S-8, pertaining to our Employee Stock Incentive Plan for the Year 2004 No. 3 and our Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2004 No. 3. This Post-Effective Amendment No. 1 to our Form S-8 No. 333-117712 is being filed to:
- Register an additional 500,000,000 shares and options available for issuance under our Amended Employee Stock Incentive Plan for the Year 2004 No. 3; and
- Register an additional 100,000,000 shares available for issuance under our Amended Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2004 No. 3.
Posts: 102 | Registered: Feb 2004
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We registered 174,000,000 shares of common stock and options to purchase common stock for issuance under our Employee Stock Incentive Plan for the Year 2004 No. 3, and 25,000,000 shares of our common stock for issuance under our Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2004 No. 3 on our Registration Statement No. 333-117712 on Form S-8, filed with the SEC on July 28, 2004. Since July 28, 2004, 128,000,000 shares of common stock have been issued under our Employee Stock Incentive Plan for the Year 2004 No. 3, and 22,000,000 shares of common stock have been issued under our Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2004 No. 3. This left 46,000,000 shares of common stock or options to purchase common stock available for issuance under our Employee Stock Incentive Plan for the Year 2004 No. 3 and 3,000,000 shares of common stock available for issuance under our Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2004 No. 3.
Posts: 102 | Registered: Feb 2004
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