VALLE VISTA RANCH UNPAID TAXES
It can be proved that since 1990 the property called Valle Vista Ranch near Kingman AZ has been owned by Frank J Dobrucki and his business associates using a variety of names such as Capitol Group Holdings Corp, Valle Vista Development Corporation, City Valley Trading Co,. Business Exchange International Corporation and Valle Vista Mobile Estates Inc. For the first time on 08/08/2003 on the balance sheet of GBLL who had recently merged with Capitol Group Holdings Corp. (CGHC) this asset was valued at $1,800,000 offset by a liability of $850,000.
Note 3 - Other Payables
As a part of the acquisition of undeveloped lots in Arizona, the Company assumed a liability to Mojave County, AZ for $650,000 related to unpaid property taxes on the lots, and executed a mortgage to the seller in the amount of $200,000. The Company is currently negotiating a private placement stock transaction to pay off all debt and begin development of the project.
Previously to that event Capitol Group Holdings Corporation (CGHC) a private company, on 10/03/2002 filed with the SEC a SB-2 that was later withdrawn on 12/02/2002.
Exhibit 10.2 Purchase and sale Agreement
This AGREEMENT is entered into this 28th day of March, 2002 by and between Valle Vista Development Corporation, an Arizona Corporation, whose address is 2887 Green Valley Parkway #320, Henderson, Nevada 89014 (hereinafter referred to as Seller), and Capitol Group Holdings Corporation, a Nevada Corporation, whose address is 2887 Green Valley Parkway #320, Henderson, Nevada 89014 (hereinafter referred to as Buyer). Whereas, Seller is desirous to sell and Buyer is desirous to purchase the property commonly known as 1,000 residential lots located in Valle Vista Unit #4, Kingman, Arizona (see exhibit A). The purchase price is established at (18,000,000) Eighteen Million Shares of Common Stock of Capitol Group Holdings Corporation. Seller is to be paid in full and will not be taking a mortgage position on the sale of the property. Buyer is responsible for any and all closing costs. Estimated recording fees are approximately $10 +/-. Seller represents that the property is subject to an existing first mortgage of ($950,000.00) Nine Hundred Fifty Thousand Dollars, with a balance of ($100,000.00) One Hundred Thousand Dollars and delinquent unpaid taxes of approximately $500.00 (Five Hundred Dollars) per lot as covered in a Property Tax Compromise Agreement with Mohave County, dated August, 1999 and three years subsequent taxes. Buyer to accept all responsibility for payment of mortgage and taxes. The closing will take place on or before March 29, 2002. Time is of the essence in this transaction and both parties agree to facilitate whatever items are required to complete this transaction within the time period stated. Signed this 28th day of March 2002. SELLER BUYER Valle Vista Development Corp. Capitol Group Holdings Corporation /s/Frank J. Dobrucki /s/Frank J. Dobrucki Frank J. Dobrucki Frank J. Dobrucki President/CEO President/CEO
It can be observed that the "existing first mortgage" balance augmented by $100,000 in GBLL 10QSBs.
But more astounding is the following which was including in RISK FACTORS.
Unpaid property taxes
Valle Vista Development Corporation, owned and controlled by Frank J. Dobrucki, our majority stockholder, chief executive officer, and director, sold to us on March 28, 2002, some 1,000 lots which we intend to use in our projected development. At the time that Valle Vista Development Corporation acquired the land, there was an unpaid compromised tax assessment with respect to the land. The previous owner had reached an agreement dated August 27, 1999 with the Mohave County, Arizona Board of Supervisors in which a tax compromise of $500 per lot totaling $500,000 for the 1,000 lots was reached for previously unpaid taxes, plus interest and penalties amounting to $2.27 million.
The compromised tax assessment agreement provided that in the event the owner or any successors in interest default in any payment required under the agreement, the county may after 30 day's written notice declare that they are in default of said agreement and can restore any compromised taxes, and proceed with legal remedies available under the Mohave County tax code or any such other remedy which may be available to the county. The previous owner was in default as of September 15, 1999. As of the date of this prospectus, Mohave County has not issued any notice of default or taken any action to enforce its remedies.
We believe the unpaid tax obligation will be repaid with the proceeds of this offering. In the event we cannot raise enough money before Mohave County moves to enforce its rights, we would not be able to pay the back taxes, the land would be sold at a foreclosure action, and our business plan would fail.
The value of your stock could be worthless, if we cannot raise enough money to implement our business plan
Frank Dobrucki (In name of CGHC) was owner of the Valle Vista Ranch Property during the date of August 27th 1999 so it can be assumed that it was he who made the agreement with Mohave County about his back taxes as stated earlier since he or associates have owned property since 1990..
On 08/18/2004 I was informed during a telephone call to the County of Mohave Tax Assessor Office that they have been informed and instructed by the Board of Supervisors of Mohave County that as the agreement was not honored that no agreement exists and that back taxes are owed on the property. I was told that apx $3,200 was owed on each lot so an apx total of $3,200,000 was owed for the 1000 lots.
The above mentioned SB-2 also named the the shareholders of CGHC and among those the following names also appeared as preferred share stock owners on GBLL's Pre 14C of 07/23/2004. They are James G. Brewer, Edify Capital Group Inc., Alexander & Wade, USM Capital, Paul Bessette, Capri International Inc, Lisar, Inc, and Asmac Financial, Inc. Two other notable shareholders appeared on CGHC SB-2 were Norman T. Reynolds GBLL Lawyer and Commerce Development Corp. a private company whose CEO is Andrew Mercer and their stockholders include Norman T. Reynolds, Edify Capital Group, Alexander & Wade, USM Capital, Capri International Inc, Lisar, Inc and Asmac Financial, Inc. This list of stockholders is to enforce the notion that besides Frank J Dobrucki, many of the current Preferred Shareholders of GBLL were most likely privy to the true arrangement with Mohave County and that the "unpreferred" shareholders of GBLL meaning "us" were never informed of this Risk.
10QSB of 08/13/2004 should be corrected. Liability $3,200,0000 Unpaid taxes - $850,000 (previously noted ) = $2,350,000 Additional Liability
Previously Stated Shareholders Equity $644,712
Corrected Stated Shareholders Equity ($1,705,288)
I would like to conclude with the following declaration signed by Frank J Dobrucki and also James G. Brewer.
I, Frank Dobrucki, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Global Links Corp.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): d) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and e) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: August 8, 2003 /s/Frank Dobrucki ------------------ Frank Dobrucki President and Chief Executive Officer (Principal Executive Officer)
Before posting copies have been given to the SEC and Stock Patrol
