GLOBALINK INC
10QSB, 1997-05-09
PREPACKAGED SOFTWARE
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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB


  X      Quarterly report pursuant to Section 13 or 15(d) of the Securities
- ------
         Exchange Act of 1934

         For the quarterly period ended March 31, 1997 or

______   Transition report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

         For the transition period from _________ to _________

                        Commission file number 33-60296

                                 Globalink, Inc.
        (Exact name of small business issuer as specified in its charter)

             Delaware                                    54-1473222
    (State or other jurisdiction of                   (I.R.S. Employer
     incorporation or organization)                  Identification No.)

       9302 Lee Highway, 12th Floor, Fairfax, VA              22031
       (Address of principal executive offices)            (Zip Code)

    Registrant's telephone number, including area code   (703)  273-5600


                                 Not Applicable
      (Former name, address and fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

Yes  X                                                            No

Registrant had 5,678,230 shares of common stock outstanding
as of March 31, 1997.


<PAGE>



                                 GLOBALINK, INC.

                                TABLE OF CONTENTS






Part I            Financial Information:                              Page No.


         Item 1.           Financial Statements

                           Balance Sheets as of March 31, 1997,
                             and December 31, 1996                       1

                           Statements of Operations for the Three
                             Months Ended March 31, 1997, and
                             March 31, 1996                              2

                           Statements of Cash Flows for the Three
                             Months Ended March 31, 1997, and
                             March 31, 1996                              3

                           Notes to Interim Financial Statements         4

         Item 2.           Management's Discussion and Analysis
                             of Financial Condition and Results of
                             Operations                                  7



Part II           Other Information:

         Item 6.           Exhibits and Reports on Form 8-K              10


<PAGE>
<TABLE>
<CAPTION>

Item 1.  Financial Statements
                                            GLOBALINK, INC.
                                            BALANCE SHEETS

                                                                          March 31,        December 31,
                                                                             1997              1996
                                                                        ---------------   ---------------
ASSETS                                                                   (Unaudited)        (Audited)
<S>                                                                        <C>               <C>   
  Current Assets:
                     Cash and cash equivalents                        $      1,472,674  $      1,606,088
                     Marketable securities                                   1,991,372                 0
                     Accounts receivable, net of allowances of
                          $3,501,296 and $3,004,653                          9,660,017         9,040,297
                     Inventories                                               777,880           818,294
                     Prepaid expenses and deposits                             247,444           108,745
                     Other receivables                                         242,587           126,894
                                                                        ---------------   ---------------
                                                                                           
                        Total Current Assets                                14,391,974        11,700,318

   Equipment and Furniture, net of accumulated
        depreciation of $873,100 and $768,629                                  807,609           879,753

   Capitalized Software, net of accumulated
        amortization of $4,824,435 and $4,650,197                              783,603           817,988
                                                                        ---------------   ---------------
                                                                                           
                        Total Assets                                  $     15,983,186  $     13,398,059
                                                                        ===============   ===============
                                                                                           
LIABILITIES AND STOCKHOLDERS' EQUITY

  Current Liabilities:
                     Accounts payable - trade                         $      2,195,202  $      2,057,002
                     Accrued and other liabilities                             836,677           763,948
                     Current portion of notes payable                        1,279,000         1,279,000
                                                                        ---------------   ---------------
                                                                                           
                        Total Current Liabilities                            4,310,879         4,099,950

   Long-Term Notes Payable                                                     146,606           216,356

   Deferred Rent                                                                60,075            65,706

   Stockholders' Equity:
                     Preferred stock, $.01 par value, 250,000 shares
                           authorized, 47,417 and 40,224 shares
                           issued and outstanding                            3,967,528         1,154,658
                     Common stock, $.01 par value, 20,000,000 shares
                           authorized, 5,678,230 and 5,341,352 shares                      
                           issued and outstanding                               56,782            53,413
                     Additional paid-in capital - Common Stock              18,235,139        18,702,013
                     Accumulated deficit                                   (10,793,823)      (10,894,037)
                                                                        ---------------   ---------------
                                                                                           
                        Total Stockholders' Equity                          11,465,626         9,016,047
                                                                        ---------------   ---------------
                                                                                           
                        Total Liabilities and Stockholders' Equity    $     15,983,186  $     13,398,059
                                                                        ===============   ===============

<FN>
                    The accompanying notes are an integral part of these statements.

                                                  1
</FN>


<PAGE>

                                                                                       
                                            GLOBALINK, INC.
                                        STATEMENTS OF OPERATIONS
 
                                                                               Three Months Ended
                                                                                   March 31,
                                                                             1997              1996
                                                                        ---------------   ---------------
                                                                         (Unaudited)       (Unaudited)
<S>                                                                          <C>               <C>  
                                                                                           
Product sales (net of returns and allowances)                         $      3,555,705  $      3,491,785
Translation service revenue                                                    150,460           150,534
                                                                        ---------------   ---------------
                                                                             3,706,165         3,642,319
Costs and Expenses:                                                                        
                   Cost of products sold                                       475,689           385,099
                   Amortization of capitalized software                        174,238            90,533
                   Direct labor and fringes                                     70,060            97,779
                   Development                                                 223,227           365,014
                   Selling, marketing and other                              1,788,783         1,918,959
                   Administrative                                              861,686           768,040
                                                                        ---------------   ---------------
                                                                             3,593,683         3,625,424
                                                                        ---------------   ---------------

Income From Operations                                                         112,482            16,895

                              Interest (expense) income, net                   (12,268)            4,072
                                                                        ---------------   ---------------

Income Before Income Taxes                                                     100,214            20,967

                              Income tax expense                                     0                 0
                                                                        ---------------   ---------------
                                                                                           
Net Income                                                            $        100,214  $         20,967
                                                                        ===============   ===============

Preferred Stock Dividends                                                      (32,411)                0
                                                                        ---------------   ---------------

Net Income Applicable to Common Shares                                $         67,803  $         20,967
                                                                        ===============   ===============
 
Earnings Per Common Share                                             $           0.01  $           0.00
                                                                        ===============   ===============
                                                                                           
Average number of common shares and common share                                           
   equivalents outstanding during the period                                 5,784,101         5,344,954
                                                                        ===============   ===============










<FN>
                    The accompanying notes are an integral part of these statements.

                                                  2
</FN>


<PAGE>


                                            GLOBALINK, INC.
                                        STATEMENTS OF CASH FLOWS
 
                                                                               Three Months Ended
                                                                                   March 31,
                                                                             1997              1996
                                                                        ---------------   ---------------
                                                                         (Unaudited)       (Unaudited)
<S>                                                                         <C>                 <C>
Increase (Decrease) in Cash and Cash Equivalents                                           
                                                                                           
Cash flows from operating activities
  Net earnings                                                        $        100,214  $         20,967
                                                                        ---------------   ---------------
  Adjustments to reconcile net earnings to net cash
    used in operating activities                                                           
              Amortization of capitalized software                             174,238            90,533
              Depreciation                                                     104,471            84,788
              Change in Assets and Liabilities
                   Increase in accounts receivable                            (619,720)         (694,927)
                   Decrease (increase) in inventories                           40,414           (83,708)
                   Increase in prepaid expenses and deposits                  (138,699)          (71,200)
                   Increase in other receivables                              (115,693)          (51,932)
                   Increase in accounts payable                                138,200           404,264
                   Increase in accrued and other liabilities                    72,729             5,834
                   Decrease in deferred rent                                    (5,631)             (869)
                                                                        ---------------   ---------------

                             Total Adjustments                                (349,691)         (317,217)
                                                                        ---------------   ---------------

                             Net cash used in operating activities            (249,477)         (296,250)
                                                                        ---------------   ---------------

Cash flows from investing activities
  Increase in marketable securities                                         (1,991,372)           (5,118)
  Increase in capitalized software                                            (139,853)         (119,095)
  Capital expenditures for equipment and furniture                             (32,327)          (58,875)
                                                                        ---------------   ---------------

                             Net cash used in investing activities          (2,163,552)         (183,088)
                                                                        ---------------   ---------------

Cash flows from financing activities
  Issuance of preferred stock                                                2,381,776                 0
  Issuance of common stock                                                           0           132,721
  Preferred stock dividends                                                    (32,411)                0
  Repayment of debt                                                            (69,750)          (60,000)
                                                                        ---------------   ---------------

                             Net cash provided by financing activities       2,279,615            72,721
                                                                        ---------------   ---------------

                             Net decrease in cash and cash equivalents        (133,414)         (406,617)

Cash and cash equivalents at beginning of period                             1,606,088           819,846
                                                                        ---------------   ---------------

Cash and cash equivalents at end of period                            $      1,472,674  $        413,229
                                                                        ===============   ===============



<FN>
                    The accompanying notes are an integral part of these statements.

                                                  3
</FN>
</TABLE>


<PAGE>

                                 GLOBALINK, INC.

                      NOTES TO INTERIM FINANCIAL STATEMENTS

                                 MARCH 31, 1997

NOTE A -- Summary of Significant Accounting Policies

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles and with the instructions to Form
10-QSB.  Accordingly,  they do not include all of the  information and footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements.  In the opinion of management,  all adjustments  (consisting only of
normal recurring  accruals)  considered  necessary for a fair  presentation have
been included.  The results of operations for the interim period ended March 31,
1997, are not necessarily  indicative of the results to be expected for the full
year. For further information, refer to the financial statements and the related
footnotes  included in the Company's audited  financial  statements for the year
ended December 31, 1996.

NOTE B -- Composition of Certain Financial Statement Captions

1.       Cash and Cash Equivalents

The Company considers all highly liquid securities  purchased with a maturity of
three months or less to be cash equivalents.

2.       Marketable Securities

Marketable securities include government debt securities which mature within one
year.   The   Company   classifies   debt   securities   as    held-to-maturity.
Held-to-maturity securities are carried at amortized cost which equals estimated
fair value.

3.       Inventories

Inventories  consist of finished goods and  work-in-process  which are stated at
the lower of first-in, first-out (FIFO) cost or market.

4.       Prepaid Expenses and Deposits

Prepaid expenses and deposits  consist of prepaid  advertising and brochures and
other prepaid amounts. The Company expenses the costs of first-time  advertising
when the material is published.  Prepaid  advertising  and brochures  consist of
advertising  costs paid in  advance of  publication.  Also  included  in prepaid
advertising and brochures expense are the costs of developing  various marketing
and  product  materials  for new  software.  These costs are  expensed  when the
software is released.

5.       Equipment and Furniture

Equipment and furniture  consist of office and other equipment and furniture and
fixtures.  Depreciation is provided for in amounts sufficient to relate the cost
of depreciable assets to operations over their estimated service lives,  ranging
from three to seven years. The straight-line  method of depreciation is followed
for all assets for financial  reporting  purposes.  Accelerated methods are used
for tax purposes.

6.       Capitalized Software

The  Company  capitalizes   certain  initial  software   development  costs  and
enhancements   thereto  incurred  after   technological   feasibility  has  been
demonstrated.  To date,  all products  and  enhancements  thereto have  utilized
proven  technology.  Such  capitalized  amounts are  amortized  commencing  with
product  introduction over the greater of the ratio of current gross revenue for
a product to the total expected gross revenue over the life of that product,  or
the straight-line  method over the remaining  estimated  economic life,  ranging
from 18 months to three years. The unamortized  capitalized costs by product are
reduced to an amount not to exceed the future net realizable value by product at
each balance sheet date.


                                       4
<PAGE>

              NOTES TO INTERIM FINANCIAL STATEMENTS -- (Continued)

7.       Accrued and Other Liabilities

Accrued and other liabilities consist of accrued salaries, commissions,  payroll
taxes and fringe benefits, accrued royalties and other accrued liabilities.

8.       Earnings Per Common Share

Earnings  per common  share are  computed by dividing  net income,  adjusted for
dividends  related to the Company's  preferred  stock,  by the weighted  average
number of common  shares  and common  share  equivalents,  unless  antidilutive,
outstanding during the period.

The Financial  Accounting Standards Board has issued SFAS No. 128, "Earnings Per
Share,"  which will be effective  for  financial  statements  issued for periods
ending  after  December 15, 1997.  SFAS No. 128 requires  that public  companies
present  basic and diluted  earnings per share,  which are computed  differently
than the currently used primary and fully diluted  earnings per share.  The most
significant  difference in the  computation  for the Company is the exclusion of
the effect of dilutive stock options from the  computation of basic earnings per
share.  Basic and diluted  earnings per share for the  quarters  ended March 31,
1997 and 1996,  would not have been different than the earnings per common share
reported for those periods.

NOTE C - Related Party Transactions

During 1996, the Company loaned $95,000 to two officers.  One officer was loaned
$25,000  at an  interest  rate of 9-1/4%,  which is payable on demand.  A second
officer was loaned $70,000 at an interest rate of 8% in two separate  promissory
notes,  which are both  payable on or before  December  1, 1997.  In January and
April 1997, the second  officer was loaned an additional  $110,000 and $125,000,
respectively, at an interest rate of prime plus 1%, which is due on demand.

NOTE D - Employment Agreements

The Company has entered into  employment  agreements with four of its employees.
The agreements are each for a three-year  period  commencing  between March 1995
and June 1996 and will renew  automatically  for succeeding  periods of one year
unless sooner terminated.  In the event the Company terminates without cause the
employment of any of these employees, the employee shall receive an amount equal
to one year's base salary plus accrued benefits and incentive compensation.  The
agreements contain a provision which triples certain amounts due in the event of
a hostile takeover.  The agreements also contain  provisions for the accelerated
vesting of options if certain defined changes to the composition of the Board of
Directors  should occur.  During 1996,  one  agreement was  terminated by mutual
agreement between the Company and an employee.

NOTE E - Warrants, Options and Other Stock Issued

1.       Stock Options Issued

The Company issues  options to employees,  members of its Board of Directors and
outside  vendors based on merit or in payment of debt. The Company has accounted
for its  options  under APB  Opinion  No. 25 and  related  interpretations.  The
options,  which have a term of five years when  issued,  are  granted at various
times during the year and vest based upon individual grant  specifications.  The
exercise  price  of each  option  equals  or  exceeds  the  market  price of the
Company's stock on the date of grant.  No compensation  cost has been recognized
for employee options.

2.       Prepaid Warrants Issued

During 1996,  the Company sold three  prepaid  warrants to a private fund in the
amount of $500,000 each for a total of  $1,500,000.  Each warrant is convertible
into  shares of common  stock at the  lower of $5.25  per  share,  or 85% of the
arithmetic  average  of the  prior  five  days  closing  prices.  As part of the
agreement,  the Company also issued 33,613 options at an exercise price of $5.25
per share to the private


                                       5
<PAGE>

              NOTES TO INTERIM FINANCIAL STATEMENTS -- (Continued)

fund.  The options have a term of four years.  In addition,  the Company  issued
20,000  options at an  exercise  price of $5.25 per share to both  Tanner  Unman
Securities,  Inc., and Prudential Securities, Inc., both of whom facilitated the
agreement with the private fund. These options also have a term of four years.

As of March 31, 1997,  the private fund had  converted  $953,156 of the warrants
into 336,878 shares of common stock and $500,000 of the warrants into 500 shares
of Series A-1  convertible  preferred  stock The Series A-1  preferred  stock is
convertible  into shares of common stock under the same terms and  conditions as
the warrants.

3.       Preferred Stock Issued

During 1996, the Company's  Board of Directors  approved a private  placement of
Series A-2, 8%  convertible,  redeemable  preferred  stock and associated  stock
warrants.  Dividends on the preferred stock are cumulative and payable  annually
in arrears,  beginning  January 1, 1998, in either cash or additional  shares of
preferred stock, at the option of the Company.  The dividend is calculated as 8%
of the book  value  of the  stock,  based on its  original  trading  price.  The
preferred stock is convertible into ten shares of common stock any time after 30
days from the date of issuance.  Any  unconverted  preferred  stock remaining at
January 1, 2002, will automatically be converted into ten shares of common stock
per preferred  share at that time. Each share of preferred stock was also issued
with one warrant  entitling  the holder to purchase  ten shares of common  stock
each at $4.18 per share.

At March 31, 1997, and December 31, 1996, the Company had outstanding 44,415 and
40,224  shares of Series A-2  preferred  stock and 44,415 and 40,224  associated
stock warrants, respectively.

In March 1997, the Company's Board of Directors  approved a private placement of
Series  A-3,  convertible,  redeemable  preferred  stock  and  associated  stock
warrants.  The  Company  sold 2,502  shares of Series A-3  preferred  stock to a
private fund for a total of $2,502,000. Each share is convertible into shares of
common stock at the lower of $3.44 per share,  or 85% of the arithmetic  average
of the prior five days closing  prices.  As part of the  agreement,  the Company
also  issued  85,568  options  at an  exercise  price of $4.30  per share to the
private fund.  The options have a term of four years.  In addition,  the Company
issued  25,020  options at an exercise  price of $3.44 per share to Tanner Unman
Securities,  Inc., and 20,000 options at an exercise price of $4.30 per share to
Prudential  Securities,  Inc.,  both of whom  facilitated the agreement with the
private fund. These options also have a term of four years.

NOTE F - Export Sales

The Company sells software abroad through distributors, dealers and mail orders.
During the three months ended March 31, 1997,  export sales to Canada and Brazil
totaled $389,000 and $385,000, respectively, or approximately 11% and 10% of net
sales,  respectively.  During the corresponding  period in 1996, export sales to
France totaled  $666,000 or approximately  18% of net sales.  Total export sales
for the  three  months  ended  March  31,  1997  and  1996,  were  approximately
$1,886,000 and $1,765,000,  respectively.  Substantially all sales are completed
in U.S. Dollars.  For those  transactions  completed in a foreign currency,  the
company has taken foreign  exchange  hedging  positions to prevent any potential
foreign currency exchange risk.

NOTE G - Concentration of Credit Risk

Due to the nature of the Company's business, sales to a few customers, primarily
software  distributors,  have  accounted  for a  significant  percentage  of the
Company's  sales.  During the three months ended March 31, 1997,  two  customers
accounted for 28% of net sales.  During the  corresponding  period in 1996, four
customers accounted for 54% of net sales. Accounts receivable at March 31, 1997,
and  December  31,  1996,  include  approximately   $3,957,000  and  $3,981,000,
respectively, in amounts due from three customers.


                                       6
<PAGE>

PART I.           FINANCIAL INFORMATION

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Results of Operations

The  Registrant's  net income for the three  months  ended March 31,  1997,  was
$100,000 compared to net income of $21,000 for the corresponding period in 1996.
Revenues  for the same  three  month  period  increased  2% to  $3,706,000  from
$3,642,000.

Product  sales for the  three  months  ended  March 31,  1997,  increased  2% to
$3,556,000 from $3,492,000 for the  corresponding  period in the prior year. The
Company  continues  to open new  distributor  channels,  increase  growth in the
existing  distributor  channels and pursue  additional  OEM  opportunities.  The
Language  Assistant  Series  Localized  version  and the  Power  Translator  and
Language  Assistant  Series  versions  for Windows in CD-ROM media have been the
primary  vehicle  for  sales to the  Company's  distributors  and have been well
accepted.  In addition,  the Company  introduced Web Translator and Telegraph in
March 1996,  Power Translator 6.0 in June 1996, Talk to Me in December 1996, and
Power  Translator  Pro in March 1997,  all of which have also been well accepted
and contributed to sales during the period ended March 31, 1997.

International  sales for the three months ended March 31, 1997,  increased 7% to
$1,886,000  from  $1,765,000 for the  corresponding  period in 1996. The primary
exports have been to Europe, Canada and Latin America.  International sales have
been primarily  attributable to further  development of the Company's network of
international distributors,  along with additional OEM contracts entered into in
Latin America and Europe.  The Company has also shifted its focus in Europe away
from the exclusive use of key major distributors  towards smaller,  more active,
second tier  distributors  who are better able to promote and sell its  products
into the retail channel of their respective geographical locations.

Translation  service revenue for the three months ended March 31, 1997, remained
unchanged at $150,000 compared to the corresponding period in the prior year.

Sales  returns and  allowances  increased to $716,000 for the three months ended
March 31, 1997,  compared to $638,000 for the corresponding  period in 1996. The
increase  is  attributable  to  the  Company's   continuing  efforts  to  reduce
distributor  inventory and align  sell-through  campaigns with sales of products
into the channels.  Distribution  agreements  typically  allow for the return of
certain  merchandise to provide for stock  balancing.  The Company  continuously
monitors these programs and makes appropriate  accruals monthly to handle future
distribution stock balancing. The following table shows the gross product sales,
returns and net product sales for the periods indicated.

<TABLE>
<CAPTION>
                                                Three months ended March 31,
                                               1997                     1996
                                        ---------------------------------------
<S>                                         <C>                      <C>
    Gross Product Sales                 $   4,272,000             $  4,130,000
    Returns                                  (716,000)                (638,000)
                                        ---------------------------------------
    Net Product Sales                   $   3,556,000             $  3,492,000
                                        ---------------------------------------
</TABLE>

Cost of products  sold for the three months ended March 31, 1997,  increased 24%
to $476,000 from $385,000 for the  corresponding  period in the prior year.  The
increase in cost of products sold was  primarily due to increased  product sales
along with increased costs of certain  products due to associated  royalties for
the  licensing of products,  such as Talk to Me, and various  features,  such as
speech recognition and word processing  filters in other products.  Gross profit
margin was 87% for the three months  ended March 31,  1997,  compared to 89% for
the  corresponding  period in 1996.  The  decrease  in gross  profit  margin was
directly attributable to the increase in cost of products sold.

Amortization of capitalized  software for the three months ended March 31, 1997,
increased 92% to $174,000 from $91,000 for the corresponding period in the prior
year.  The  increase is due to the release of new products in the latter part of
1996 and in March of 1997 for which previously  capitalized software development
costs began to be amortized.


                                       7
<PAGE>

Direct labor and fringes,  which principally include charges for independent and
in-house  translators within the translation  services group,  decreased 28% for
the  three  months  ended  March 31,  1997,  to  $70,000  from  $98,000  for the
corresponding  period in 1996.  These  expenses  decreased  from 65% to 47% as a
percentage  of  Translation  Services  revenues.  This  decrease  was  primarily
attributable  to  fluctuations  in the  number and  relative  size of jobs being
performed,  as the gross margin varies with the size of the job. The Company has
experienced  an  increase in the number of larger  jobs being  performed,  which
carry a higher gross margin.

Product   development   expenses,   which   consist  of  the  current   cost  of
non-capitalizable development expenses, decreased 39% for the three months ended
March 31, 1997, to $223,000 from  $365,000 for the  corresponding  period in the
prior year. The decrease was a result of the Company's completion of several new
products resulting in reduced costs associated with certain outside  consultants
who were assisting in the development of those products.

Selling,  marketing  and other  expenses,  which  include  the costs of selling,
marketing,  customer  support,  shipping and  administration  for product sales,
decreased 7%, or $130,000,  to  $1,789,000  for the three months ended March 31,
1997,  from $1,919,000 for the  corresponding  period in 1996. This decrease was
primarily  attributable to the Company's  increased focus of fiscal resources on
more effective promotion and advertising  programs,  particularly in print media
and retail store promotions.

General and  administrative  expenses  consist  primarily of payroll and related
expenses,  occupancy costs,  travel and related expenses for senior  management,
finance and  accounting,  legal and  administration.  For the three months ended
March 31, 1997,  these  expenses  increased  12%, or $94,000,  to $862,000  from
$768,000 for the corresponding  period in the prior year. The increases occurred
in the areas of payroll, business taxes, insurance costs and depreciation.

Interest expense was $12,000 for the three months ended March 31, 1997, compared
to interest income of $4,000 for the corresponding  period in 1996. This was due
to interest expense incurred as a result of draws on the Company's revolving and
equipment  lines of credit.  The previous  interest  income was  attributable to
short-term  investments  made by the Company after receiving the proceeds of the
redemption of the warrants in May 1994.

Income Tax Expense

No provision  for income taxes was required due to the  Company's  net operating
loss  ("NOL")  carryforwards.  Approximately  $9,084,000  of  NOL  carryforwards
existed at December 31, 1996.  Accordingly,  the NOL  carryforwards at March 31,
1997,  are sufficient to cover any potential  income tax expense  generated as a
result of the earnings as reported.

Liquidity and Financial Resources

The Company  anticipates  that the net proceeds  from the private  placements in
October  and  December  1996 and  March  1997,  together  with  cash  flow  from
operations,  existing cash balances, and periodic borrowings under the Company's
bank  line of  credit  will be  adequate  to meet the  Company's  expected  cash
requirements through 1997.

While operating  activities may provide cash in certain  periods,  to the extent
the Company  experiences growth in the future, the Company  anticipates that its
operating and product  development  activities  may use cash and,  consequently,
such growth may require the Company to obtain  additional  sources of financing.
There can be no assurances that  unforeseen  events may not require more working
capital than the Company currently has at its disposal.


                                       8
<PAGE>

The Company has secured a  $2,000,000  revolving  short-term  line of credit,  a
$2,000,000  revolving  intermediate line of credit and a $750,000 equipment line
of credit with First Union  National  Bank.  As of March 31,  1997,  there was a
$1,000,000 loan balance outstanding under the revolving intermediate line, which
is being used to bridge  cash needs  between  maturity  dates of its  short-term
investments.  The Company also had $426,000 outstanding under the equipment line
which was used to pay off prior financing of equipment  purchases and to finance
additional equipment purchases.

Other than as discussed above, the Company is not aware of any known trends,  or
uncertainties,  that have had or are reasonably likely to have a material effect
on the Company's liquidity, capital resources or operations.


                                       9
<PAGE>

PART II.          OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K

         a.       Exhibits

                  None.

         b.       Reports on Form 8-K

                  The  Company   filed  a  report  in  order  to  disclose   the
                  appointment  by the Board of Directors of Thomas W.  Patterson
                  as a director of the Registrant on Form 8-K on March 21, 1997.

                  The Company  filed a report in order to  disclose  the sale of
                  2,502 shares of Series A-3 Convertible Preferred Stock on Form
                  8-K on April 7, 1997.


                                       10
<PAGE>

SIGNATURES





         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.



                                            GLOBALINK, INC.
                                            (Registrant)




Date:  May 9, 1997                          By:/s/Mark A. Paiewonsky
                                            ------------------------
                                            Mark A. Paiewonsky
                                            Chief Financial & Accounting Officer


                                       11

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     This schedule contains summary financial information extracted from the
     March 31, 1997, Financial Statements and is qualified in its entirety
     by reference to such financial statements.
</LEGEND>    
       
<S>                                         <C>
<PERIOD-TYPE>                                    9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                       1,472,674
<SECURITIES>                                 1,991,372
<RECEIVABLES>                               13,161,313
<ALLOWANCES>                                 3,501,296
<INVENTORY>                                    777,880
<CURRENT-ASSETS>                            14,391,974
<PP&E>                                       1,680,709
<DEPRECIATION>                                 873,100
<TOTAL-ASSETS>                              15,983,186
<CURRENT-LIABILITIES>                        4,310,879
<BONDS>                                        146,606
                                0
                                  3,967,528
<COMMON>                                        56,782
<OTHER-SE>                                  18,235,139
<TOTAL-LIABILITY-AND-EQUITY>                15,983,186
<SALES>                                      3,555,705
<TOTAL-REVENUES>                             3,706,165
<CGS>                                          475,689
<TOTAL-COSTS>                                1,788,783
<OTHER-EXPENSES>                             1,329,211
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              12,268
<INCOME-PRETAX>                                100,214
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            100,214
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   100,214
<EPS-PRIMARY>                                     0.01
<EPS-DILUTED>                                     0.01
        


</TABLE>


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