GLOBALINK INC
10QSB, 1997-11-12
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 September 30, 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 8,432,962 shares of common stock outstanding as of September 30,
1997.


<PAGE>


                                 GLOBALINK, INC.

                                TABLE OF CONTENTS






Part I            Financial Information:                               Page No.


         Item 1.           Financial Statements

                           Balance Sheets as of September 30, 1997,
                             and December 31, 1996                        1

                           Statements of Operations for the Three
                             Months Ended September 30, 1997, and
                             September 30, 1996                           2

                           Statements of Operations for the Nine
                             Months Ended September 30, 1997, and
                             September 30, 1996                           3

                           Statements of Cash Flows for the Nine
                             Months Ended September 30, 1997, and
                             September 30, 1996                           4

                           Notes to Interim Financial Statements          5

         Item 2.           Management's Discussion and Analysis
                             of Financial Condition and Results of
                             Operations                                   8



Part II           Other Information:

         Item 6.           Exhibits and Reports on Form 8-K              12

<PAGE>
<TABLE>
<CAPTION>


Item 1.  Financial Statements
                                             GLOBALINK, INC.
                                             BALANCE SHEETS

                                                                          September 30,     December 31,
                                                                             1997               1996
                                                                        ----------------   ----------------
ASSETS                                                                    (Unaudited)         (Audited)
<S>                                                                         <C>                <C>
  Current Assets:
                     Cash and cash equivalents                        $       1,116,827  $       1,606,088
                     Marketable securities                                            0                  0
                     Accounts receivable, net of allowances of
                          $3,017,832 and $3,004,653                          12,270,688          9,040,297
                     Inventories                                                636,625            818,294
                     Prepaid expenses and deposits                              354,072            108,745
                     Other receivables                                          373,168            126,894
                                                                        ----------------   ----------------
                                                                                            
                        Total Current Assets                                 14,751,380         11,700,318

   Equipment and Furniture, net of accumulated
        depreciation of $1,087,859 and $768,629                                 662,837            879,753

   Capitalized Software, net of accumulated
        amortization of $5,144,758 and $4,650,197                               658,888            817,988
                                                                        ----------------   ----------------
                                                                                            
                        Total Assets                                  $      16,073,105  $      13,398,059
                                                                        ================   ================
                                                                                            
LIABILITIES AND STOCKHOLDERS' EQUITY

  Current Liabilities:
                     Accounts payable - trade                         $       2,321,455  $       2,057,002
                     Accrued and other liabilities                              952,790            763,948
                     Current portion of notes payable                         1,294,356          1,279,000
                                                                        ----------------   ----------------
                                                                                            
                        Total Current Liabilities                             4,568,601          4,099,950

   Long-Term Notes Payable                                                      112,750            216,356

   Deferred Rent                                                                 47,174             65,706

   Stockholders' Equity:
                     Preferred stock, $.01 par value, 250,000 shares
                           authorized, 26,771 and 40,224 shares
                           issued and outstanding                               755,354          1,154,658
                     Common stock, $.01 par value, 20,000,000 shares
                           authorized, 8,432,962 and 5,341,352 shares                       
                           issued and outstanding                                84,330             53,413
                     Additional paid-in capital - common stock               21,398,049         18,702,013
                     Accumulated deficit                                    (10,893,153)       (10,894,037)
                                                                        ----------------   ----------------
                                                                                            
                        Total Stockholders' Equity                           11,344,580          9,016,047
                                                                        ----------------   ----------------
                                                                                            
                        Total Liabilities and Stockholders' Equity    $      16,073,105  $      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
                                                                                  September 30,
                                                                             1997               1996
                                                                        ----------------   ----------------
                                                                          (Unaudited)        (Unaudited)
<S>                                                                           <C>                <C> 
                                                                                            
Product sales (net of returns and allowances)                         $       3,819,057  $       3,650,517
Translation service revenue                                                     371,892            540,176
                                                                        ----------------   ----------------
                                                                              4,190,949          4,190,693
Costs and Expenses:                                                                         
                   Cost of products sold                                        375,006            496,963
                   Amortization of capitalized software                         136,554            184,073
                   Direct labor and fringes                                     218,336            287,642
                   Development                                                  216,448            347,477
                   Selling, marketing and other                               2,147,235          2,093,365
                   Administrative                                               894,512            864,187
                                                                        ----------------   ----------------
                                                                              3,988,091          4,273,707
                                                                        ----------------   ----------------

Income (Loss) From Operations                                                   202,858            (83,014)

                              Interest expense, net                              (2,130)           (15,938)
                                                                        ----------------   ----------------

Income (Loss) Before Income Taxes                                               200,728            (98,952)

                              Income tax expense                                      0                  0
                                                                        ----------------   ----------------
                                                                                            
Net Income (Loss)                                                     $         200,728  $         (98,952)
                                                                        ================   ================

Preferred Stock Dividends                                                       (17,787)                 0
                                                                        ----------------   ----------------

Net Income (Loss) Applicable to Common Shares                         $         182,941  $         (98,952)
                                                                        ================   ================
 
Earnings (Loss) Per Common Share                                      $            0.03  $           (0.02)
                                                                        ================   ================
                                                                                            
Average number of common shares and common share                                            
   equivalents outstanding during the period                                  6,869,022          5,341,352
                                                                        ================   ================










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

                                       2
</FN>

<PAGE>


                                             GLOBALINK, INC.
                                         STATEMENTS OF OPERATIONS
 
                                                                                Nine Months Ended
                                                                                  September 30,
                                                                             1997               1996
                                                                        ----------------   ----------------
                                                                          (Unaudited)        (Unaudited)
                                                                                            
                                                                                            
Product sales (net of returns and allowances)                         $      10,387,308  $      10,925,914
Translation service revenue                                                     970,959          1,019,509
                                                                        ----------------   ----------------
                                                                             11,358,267         11,945,423
Costs and Expenses:                                                                         
                   Cost of products sold                                      1,236,722          1,363,692
                   Amortization of capitalized software                         494,561            438,215
                   Direct labor and fringes                                     440,900            546,223
                   Development                                                  654,272          1,074,504
                   Selling, marketing and other                               5,809,842          6,079,346
                   Administrative                                             2,706,182          2,405,155
                                                                        ----------------   ----------------
                                                                             11,342,479         11,907,135
                                                                        ----------------   ----------------

Income From Operations                                                           15,788             38,288

                              Interest expense, net                             (14,904)           (15,557)
                                                                        ----------------   ----------------

Income Before Income Taxes                                                          884             22,731

                              Income tax expense                                      0                  0
                                                                        ----------------   ----------------
                                                                                            
Net Income                                                            $             884  $          22,731
                                                                        ================   ================
 
Preferred Stock Dividends                                                       (74,330)                 0
                                                                        ----------------   ----------------

Net (Loss) Income Applicable to Common Shares                         $         (73,446) $          22,731
                                                                        ================   ================
 
(Loss) Earnings Per Common Share                                      $           (0.01) $            0.00
                                                                        ================   ================
                                                                                            
Average number of common shares and common share                                            
   equivalents outstanding during the period                                  6,115,579          5,340,876
                                                                        ================   ================










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

                                       3
</FN>

<PAGE>


                                             GLOBALINK, INC.
                                         STATEMENTS OF CASH FLOWS
 
                                                                                Nine Months Ended
                                                                                  September 30,
                                                                             1997               1996
                                                                        ----------------   ----------------
                                                                          (Unaudited)        (Unaudited)
<S>                                                                          <C>                <C>    
Increase (Decrease) in Cash and Cash Equivalents                                            
                                                                                            
Cash flows from operating activities
  Net income (loss)                                                   $             884  $          22,731
                                                                        ----------------   ----------------
  Adjustments to reconcile net income (loss) to net cash
    used in operating activities                                                            
              Amortization of capitalized software                              494,561            438,215
              Depreciation                                                      319,230            268,282
              Change in Assets and Liabilities
                   Increase in accounts receivable                           (3,230,391)        (2,799,978)
                   Decrease (increase) in inventories                           181,669           (125,907)
                   Increase in prepaid expenses and deposits                   (245,327)           (93,922)
                   Increase in other receivables                               (246,274)           (31,190)
                   Increase in accounts payable                                 264,453            285,139
                   Increase in accrued and other liabilities                    188,842             53,392
                   Decrease in deferred rent                                    (18,532)           (12,496)
                                                                        ----------------   ----------------

                   Total Adjustments                                         (2,291,769)        (2,018,465)
                                                                        ----------------   ----------------

                   Net cash used in operating activities                     (2,290,885)        (1,995,734)
                                                                        ----------------   ----------------

Cash flows from investing activities
  Decrease in marketable securities                                                   0          1,179,237
  Increase in capitalized software                                             (335,461)          (341,404)
  Capital expenditures for equipment and furniture                             (102,314)          (206,368)
                                                                        ----------------   ----------------

                   Net cash provided by (used in) investing activities         (437,775)           631,465
                                                                        ----------------   ----------------

Cash flows from financing activities
  Issuance of preferred stock                                                 2,381,776                  0
  Issuance of common stock                                                       20,203            162,721
  Preferred stock dividends                                                     (74,330)                 0
  (Repayment) Issuance of debt                                                  (88,250)           433,750
                                                                        ----------------   ----------------

                   Net cash provided by financing activities                  2,239,399            596,471
                                                                        ----------------   ----------------

                   Net decrease in cash and cash equivalents                   (489,261)          (767,798)

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

Cash and cash equivalents at end of period                            $       1,116,827  $          52,048
                                                                        ================   ================



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

                                       4
</FN>
</TABLE>

<PAGE>


                                 GLOBALINK, INC.

                      NOTES TO INTERIM FINANCIAL STATEMENTS

                               SEPTEMBER 30, 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 September
30, 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.


                                       5

<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 September 30,
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 demand.  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 are both payable 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


                                       6

<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 September 30, 1997,  the private fund had  converted the prepaid  warrants
into 526,832 shares of common stock.

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  September  30, 1997,  and  December 31, 1996,  the
Company had  outstanding  26,771 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. As of September 30,
1997,  the  private  fund had  converted  the  Series A-3  preferred  stock into
2,382,268 shares of common stock.

NOTE F - Export Sales

The Company sells software abroad through distributors, dealers and mail orders.
During the nine months ended September 30, 1997,  export sales to Brazil totaled
$3,102,000,  or approximately 27% of net sales. During the corresponding  period
in 1996,  export sales to France and Germany totaled  $2,096,000 and $1,529,000,
respectively,  or approximately 18% and 13% of total sales, respectively.  Total
export  sales for the nine  months  ended  September  30,  1997 and  1996,  were
approximately $6,782,000 and $6,427,000,  respectively.  Substantially all sales
are completed in U.S. Dollars.

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 nine months ended September 30, 1997, two customers
accounted for 30% of net sales.  During the corresponding  period in 1996, three
customers  accounted for 38% of net sales.  Accounts receivable at September 30,
1997, and December 31, 1996,  include  approximately  $4,812,000 and $3,981,000,
respectively, in amounts due from three customers.

NOTE H - Software Revenue Recognition

The  Accounting  Standards  Executive  Committee has issued SOP 97-2,  "Software
Revenue  Recognition,"  which will be effective for financial  statements issued
for periods ending after  December 15, 1997. SOP 97-2 provides  guidance on when
revenue should be recognized and in what amounts for licensing, selling, leasing
or  otherwise  marketing  computer  software.  The  adoption  of SOP 97-2 is not
expected to have a material impact on the Company's financial statements.


                                       7

<PAGE>


PART I.           FINANCIAL INFORMATION

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

Results of Operations

This Form 10-QSB contains historical information and forward-looking statements.
Statements  looking forward in time are included in this Form 10-QSB pursuant to
the "safe harbor" provision of the Private  Securities  Litigation Reform Act of
1995.  Such  statements  involve  known  and  unknown  risks  and  uncertainties
including,  but not limited to, the timely availability of new products,  market
acceptance of the Company's  existing  products and products under  development,
the impact of competing  products and pricing,  the  availability  of sufficient
resources  including  short- and long-term  financing to carry out the Company's
product development and marketing plans, and quarterly fluctuations in operating
results.  The  Company's  actual  results in future  periods  may be  materially
different from any future  performance  suggested herein.  Further,  the Company
operates in an industry sector where securities'  values may be volatile and may
be influenced by economic and other factors beyond the Company's control. In the
context of the forward-looking  information provided in this Form 10-QSB, please
refer to the Company's  most recent Form 10-KSB and the Company's  other filings
with the Securities and Exchange Commission.

The  Company's  ability  to  generate  increased  revenue  and to  fund  planned
expenditures is dependent on a number of factors,  many of which are outside its
control. Revenue growth and profitability, if any, will depend on the ability of
the Company to develop and market new products and product enhancements,  demand
for the  Company's  products,  the level of product and price  competition,  the
success of the Company in  attracting  and  retaining  motivated  and  qualified
personnel,  the ability of the Company to control its costs and general economic
conditions. There can be no assurance that the Company will meet such challenges
successfully. Any of these or other factors could have a material adverse effect
on the Company's business, operating results and financial condition.

The  Registrant's  net income for the three months ended September 30, 1997, was
$201,000 compared to a net loss of $99,000 for the corresponding period in 1996.
Revenues for the same three month period remained  unchanged at $4,191,000.  For
the nine months ended  September 30, 1997, the net income was $1,000 compared to
net income of $23,000 for the  corresponding  period in 1996.  Revenues  for the
same nine month period decreased 5% to $11,358,000 from $11,945,000.

Product  sales for the three months ended  September  30, 1997,  increased 5% to
$3,819,000 from $3,651,000 for the  corresponding  period in the prior year. For
the nine  months  ended  September  30,  1997,  product  sales  decreased  5% to
$10,387,000 from $10,926,000 for the corresponding period in the prior year. The
decrease  resulted  primarily  from the  Company's  increased  efforts to reduce
distributor inventory in the channels,  align sell-through  campaigns with sales
of products  into the  channels,  and collect  existing  receivable  balances to
provide for more  consistent  sales  cycles.  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
Power Translator 6.0 in June 1996, Talk to Me in December 1996, Power Translator
Pro 6.2 in March 1997,  and Language  Assistant  2.0 in September  1997,  all of
which have also been well  accepted and  contributed  to sales during the period
ended September 30, 1997.

International sales for the three months ended September 30, 1997, increased 45%
to $2,774,000 from $1,915,000 for the corresponding period in 1996. For the nine
months ended September 30, 1997,  international sales increased 6% to $6,782,000
from $6,427,000 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.  In  addition,  the  Company's  introduction  of  a
Portuguese  version of Power Translator Pro 6.2 in March 1997 has been very well
accepted in Brazil.  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.


                                       8

<PAGE>


Translation  service  revenue for the three  months  ended  September  30, 1997,
decreased  31% to $372,000  from  $540,000 for the  corresponding  period in the
prior year. For the nine months ended  September 30, 1997,  translation  service
revenue decreased 5% to $971,000 from $1,020,000 for the corresponding period in
1996.

Sales returns and  allowances  decreased to $2,490,000 for the nine months ended
September 30, 1997, compared to $3,114,000 for the corresponding period in 1996,
primarily  due to the decrease in product  sales.  The Company has continued its
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>

                                              Nine months ended September 30,
                                               1997                    1996
                                          --------------------------------------
<S>                                          <C>                     <C>
    Gross Product Sales                   $  12,877,000            $ 14,040,000
    Returns                                  (2,490,000)             (3,114,000)
                                          --------------------------------------
    Net Product Sales                     $  10,387,000            $ 10,926,000
                                          --------------------------------------
</TABLE>

Cost of products sold for the three months ended  September 30, 1997,  decreased
25% to $375,000  from $497,000 for the  corresponding  period in the prior year.
For the nine months ended September 30, 1997, cost of products sold decreased 9%
to $1,237,000  from $1,364,000 for the  corresponding  period in the prior year.
The decrease in cost of products  sold was  primarily  due to decreased  product
sales.  This was partially offset by the 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 90% for the three months ended September
30, 1997,  compared to 88% for the  corresponding  period in 1996.  For the nine
months ended September 30, 1997, gross profit margin was 89% compared to 89% for
the corresponding period in 1996.

Amortization  of capitalized  software for the three months ended  September 30,
1997,  decreased 26% to $137,000 from $184,000 for the  corresponding  period in
the prior year. For the nine months ended  September 30, 1997,  amortization  of
capitalized   software   increased   13%  to  $495,000  from  $438,000  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 and  September of 1997 for
which previously  capitalized  software development costs began to be amortized.
This was  partially  offset by the  impact  of  certain  previously  capitalized
software development costs becoming fully amortized in June of 1997.

Direct labor and fringes,  which principally include charges for independent and
in-house  translators within the translation  services group,  decreased 24% for
the three months ended  September  30, 1997,  to $218,000  from $288,000 for the
corresponding  period in 1996.  For the nine months  ended  September  30, 1997,
direct  labor and  fringes  decreased  19% to  $441,000  from  $546,000  for the
corresponding  period in 1996.  These  expenses  decreased  from 54% to 45% 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 38% for the three months ended
September 30, 1997, to $216,000  from $347,000 for the  corresponding  period in
the  prior  year.  For  the  nine  months  ended  September  30,  1997,  product
development   expenses  decreased  39%  to  $654,000  from  $1,075,000  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.


                                       9

<PAGE>


Selling,  marketing  and other  expenses,  which  include  the costs of selling,
marketing,  customer  support,  shipping and  administration  for product sales,
increased 3%, or $54,000, to $2,147,000 for the three months ended September 30,
1997, from $2,093,000 for the corresponding  period in 1996. For the nine months
ended September 30, 1997, selling, marketing and other expenses decreased 4%, or
$269,000,  to $5,810,000 from $6,079,000 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
September 30, 1997,  these expenses  increased 3%, or $31,000,  to $895,000 from
$864,000  for the  corresponding  period in the prior year.  For the nine months
ended  September  30,  1997,  these  expenses  increased  13%, or  $301,000,  to
$2,706,000 from $2,405,000 for the  corresponding  period in the prior year. The
increases  occurred  primarily  in the areas of payroll,  legal fees,  insurance
costs,  rent and  depreciation  as a result of additional  expenses  incurred to
support the anticipated growth of the Company.

Interest  expense was $2,000 for the three  months  ended  September  30,  1997,
compared to $16,000 for the  corresponding  period in 1996.  For the nine months
ended September 30, 1997,  interest  expense was $15,000 compared to $16,000 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.

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 September
30, 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.  In addition,  the Company  raised  $1,000,000 in a
private  placement of 727,274 units in October 1997.  Each unit consisted of one
share of common stock and one warrant which  entitles the holder to purchase one
share of common stock at an exercise price of $1.75.

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.

If  additional  funds are raised  through the issuance of equity or  convertible
securities,  the  Company's  current  shareholders  will  experience  additional
dilution.  While management of the Company believes  additional  funding will be
available  if and  when  needed,  there  can  be no  assurance  that  additional
financing will be available on terms  acceptable to the Company,  if at all. The
inability  to obtain  additional  financing,  if and when  needed,  would have a
material adverse effect on the Company, including possibly requiring the Company
to curtail or cease operations.

The  Company  has  experienced  certain  payment  delays  from  some  of its OEM
customers.  One European customer,  which represents approximately $1,500,000 of
overdue  receivables,  has stated a need for further delays in payment.  Company
executives have held  face-to-face  meetings with such customer in an attempt to
expedite payment.  Concurrent with such efforts,  the Company is preparing legal
remedies  should business  solutions prove  unsuccessful or require other future
payment plans.  Investigation  into the viability and financial strength of this
customer suggests that it is able to meet its financial obligations.


                                       10

<PAGE>


The  Company has secured a  $3,000,000  revolving  line of credit and a $750,000
equipment  line of credit with First Union  National  Bank.  As of September 30,
1997, the Company had $1,000,000 outstanding under the revolving line of credit,
which is being  used to  finance  its  short  term  working  capital  needs.  In
addition,  the Company had  $488,000  outstanding  under the  equipment  line of
credit,  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.


                                       11

<PAGE>


PART II.          OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K

         a.       Exhibits

                  None.

         b.       Reports on Form 8-K

                  None.


                                       12

<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:  November 12, 1997                    By:/s/Mark A. Paiewonsky
                                            ------------------------
                                            Mark A. Paiewonsky
                                            Chief Financial & Accounting Officer


                                       13



<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     This schedule contains summary financial information extracted from the
     September 30, 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>                               SEP-30-1997
<CASH>                                       1,116,827
<SECURITIES>                                         0
<RECEIVABLES>                               15,288,520
<ALLOWANCES>                                 3,017,832
<INVENTORY>                                    636,625
<CURRENT-ASSETS>                            14,751,380
<PP&E>                                       1,750,696
<DEPRECIATION>                               1,087,859
<TOTAL-ASSETS>                              16,073,105
<CURRENT-LIABILITIES>                        4,568,601
<BONDS>                                        112,750
                                0
                                    755,354
<COMMON>                                        84,330
<OTHER-SE>                                  21,398,049
<TOTAL-LIABILITY-AND-EQUITY>                16,073,105
<SALES>                                     10,387,308
<TOTAL-REVENUES>                            11,358,267
<CGS>                                        1,236,722
<TOTAL-COSTS>                                5,809,842
<OTHER-EXPENSES>                             4,295,915
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              14,904
<INCOME-PRETAX>                                    884
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                884
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       884
<EPS-PRIMARY>                                    (0.01)
<EPS-DILUTED>                                    (0.01)
        


</TABLE>


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