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EX-32 - EXHIBIT 32 - GLOBALINK, LTD.globalink10q2q14ex32.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q


[x]     Quarterly Report Pursuant to Section 13 or 15(d) Securities Exchange Act of 1934 for Quarterly Period Ended June 30, 2014


-OR-


[ ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities And Exchange Act of 1934 for the transaction period from _________ to________


Commission File Number  333-133961


Globalink, Ltd.

 (Exact name of registrant as specified in its charter)


Nevada

 

06-1812762

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification Number)


938 Howe Street, Suite 405

Vancouver, BC

 

V6Z 1N9

(Address of principal executive offices)

 

(Zip Code)


(604) 828-8822

 (Registrant's telephone number, including area code)


Indicate by check mark whether the issuer (1) 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 [ ]


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes [ ]   No [ ]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerate filer, or a small reporting company as defined by Rule 12b-2 of the Exchange Act):



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Large accelerated filer        [  ]

 

Non-accelerated filer             [  ]

Accelerated filer                 [  ]

 

Smaller reporting company   [x]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  [ ]      No [x]


The number of outstanding shares of the registrant's common stock,

August 14, 2014:

Common Stock  -  36,985,000


As used herein, the terms “Company,” “we,” “our,” “us,” “it,” and “its” refer to Globalink, Ltd., a Nevada corporation and its wholly owned subsidiaries, unless otherwise indicated.  


In the opinion of management, the accompanying unaudited financial statements contain all adjustments necessary to present fairly the Company’s financial position as of June 30, 2014 and the results of its operations for the three and six month periods ended June 30, 2014 and 2013 and its cash flows for the six month periods ended June 30, 2014 and 2013.

 

The quarterly financial statements are presented in accordance with the requirements of Form 10-Q and do not include all of the disclosures required by accounting principles generally accepted in the United States of America.  For additional information, reference is made to the Company’s audited financial statements filed with Form 10-K for the years ended December 31, 2013.  The results of operations for the three and six month periods ended June 30, 2014 and 2013 are not necessarily indicative of operating results for the full year.




2




GLOBALINK, INC.

FORM 10-Q

For the quarterly period ended June 30, 2014

INDEX


PART 1 – FINANCIAL INFORMATION

 

 

Page

Item 1.  Financial Statements (Unaudited)

 

4

Item 2.  Management's Discussion and Analysis of

  Financial Condition and Results of Operations

 

16

Item 3.  Quantitative and Qualitative Disclosure

  About Market Risk

 

20

Item 4.  Controls and Procedures

 

20


PART II – OTHER INFORMATION



Item 1.  Legal Proceedings

 

23

Item 1A.  Risk Factors

 

23

Item 2.  Unregistered Sales of Equity Securities and

  Use of Proceeds

 

23

Item 3.  Defaults upon Senior Securities

 

23

Item 4.  Mine Safety Disclosure

 

23

Item 5.  Other Information

 

23

Item 6.  Exhibits

 

23

 

 

 

SIGNATURES

 

24




3



GLOBALINK, LTD.

Condensed Consolidated Balance Sheets

 (Expressed in U.S. Dollars)

(Unaudited)

 

June 30,

2014

December 31,

2013

 

 $

 $

 

 

 

Assets

 

 

Current assets

 

 

Cash and cash equivalents

1,157,631

426,088

Accounts receivable

289,726

189,682

Other current assets (note 3)

39,842

33,296

Total current assets

1,487,199

649,066

 



Fixed assets

4,942

4,797

Goodwill

274,449

274,449

Total assets

1,766,590

928,312

Liabilities



Current liabilities



Accounts payable and accrued liabilities (note 4)

748,707

610,393

Other current liabilities (note 5)

47,519

21,549

Advances from shareholders (note 6)

65,026

72,297

Total current liabilities

861,252

704,239

 



Stockholders’ equity



Common shares, $0.0002 par value;

Authorized - 500,000,000 shares; shares issued and outstanding – 36,985,000  (note 7)

7,397

4,957

Additional paid-in-capital

1,110,803

403,243

Accumulated other comprehensive loss

(8,807)

(9,303)

Deficit

(204,055)

(174,824)

Total stockholders’ equity

905,338

224,073

Total liabilities and stockholders’ equity

1,766,590

928,312


See accompanying notes to unaudited condensed financial statements.




4




GLOBALINK, LTD.

Condensed Consolidated Statements of Loss and Comprehensive Loss

(Expressed in U.S. Dollars)

(Unaudited)


 

Three months ended June 30,

2014

Three months ended June 30,

2013

Six months ended June 30,

2014

Six months ended June 30,

2013


 $

 $

 $

 $






Revenue (note 8)

107,627

47,750

172,538

127,450

General and administrative expenses

 

 

 

 

Salaries and benefits

67,460

46,288

115,617

93,200

Other general and administrative expenses

52,023

36,472

86,152

65,755

Total general and administrative expenses

(119,483)

(82,760)

(201,769)

(158,955)

 

 

 

 

 

Net loss for the period

(11,856)

(35,010)

(29,231)

(31,505)

 

 

 

 

 

Other comprehensive income (loss)

 

 

 

 

Exchange difference on translating foreign operations

294

23,078

496

4,334

   Comprehensive loss

(11,562)

(11,932)

(28,735)

(27,171)

Basic and diluted weighted average number of common shares outstanding  

26,661,923

24,785,000

25,728,646

24,785,000

Basic and diluted earnings (loss) per common share

(0.00)

(0.00)

(0.00)

(0.00)


See accompanying notes to unaudited condensed financial statements.



5



GLOBALINK, LTD.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Expressed in U.S. Dollars)

(Unaudited)


 

Common shares

Additional paid-in-capital

Accumulated other comprehensive income (loss)

Deficit

Total

 

#

$

$

$

$

$

December 31, 2013

24,785,000

4,957

403,243

(9,303)

(174,824)

224,073

  Net loss for the period

-

-

-

-

(29,231)

(29,231)

  Private placement

12,200,000

2,440

707,560

-

-

710,000

  Foreign currency

     translation difference

-

-

-

496

-

496

June 30, 2014

36,985,000

7,397

1,110,803

(8,807)

(204,055)

905,338


See accompanying notes to unaudited condensed financial statements.




6



GLOBALINK, LTD.

Condensed Consolidated Statement of Cash Flows

(Expressed in U.S. Dollars)

(Unaudited)


 


For the six months ended June 30, 2014


 For the six months ended June 30, 2013

 

$

$

 



Cash provided by (used in):



Operating activities



Net loss for the period

(29,231)

(31,505)

Non-cash item:



Depreciation

-

215

Changes in non-cash working capital:



Decrease (increase) in accounts receivable

(96,930)

50,952

Decrease (increase) in other current assets

(6,546)

211

Increase (decrease) in accounts payable and accrued liabilities

132,823

(21,896)

Increase in other current liabilities

25,970

4,197

Total cash provided by operating activities

26,086

2,174

Investing activities



Purchase of computer equipment

(145)

-

Total cash used in investing activities

(145)

-

Financing activities



Proceeds from share issuance

700,000

-

Advances from shareholders

2,729

15,770

Total cash provided by financing activities

702,729

15,770

Increase in cash and cash equivalents

728,670

17,944

Effect of exchange rate changes on balance of cash held in foreign currencies

2,873

(17,694)

Cash and cash equivalents, beginning of the period

426,088

446,846

Cash and cash equivalents, end of the period

1,157,631

447,096

Supplemental Information on Cash Flows



Income taxes paid

-

-

Interest paid

-

-


See accompanying notes to unaudited condensed financial statements.




7



GLOBALINK LTD.

Notes to Condensed Consolidated Financial Statements

For the six months ended June 30, 2014

(Expressed in U.S. Dollars)

(Unaudited)


1.

NATURE OF OPERATIONS


Globalink, Ltd. (the “Company”) was incorporated in the State of Nevada on February 3, 2006. The Company has focused its efforts on internet hotel booking services and has developed a proprietary online hotel booking program for connecting users with available rooms in hotels across the world. In order to gain the access to hotels, the Company acquired OneWorld Hotel Destination Service Inc. (“OneWorld”) in Vancouver, British Columbia, Canada on October 31, 2008. OneWorld is a hotel booking company which has established relationships with major hotel chains. Since the acquisition, OneWorld became a wholly-owned subsidiary of the Company.


On May 4, 2014, the Company entered into a joint venture agreement (the “Agreement”) with Shizhen Bio-Technology Co., Ltd. (“Shizhen Biotech”) in Jiangsu Province, China. Subsequently on May 22, 2014, Globalink (Xuzhou) Bio-Technology Co., Ltd. (the “JV”) was incorporated in Jiangsu Province, China pursuant to the Agreement. The JV has total registered capital of $10,000,000, whereby the Company will invest $8,000,000 to earn an 80% interest of the JV and Shizhen Biotech will invest $2,000,000 to earn the remaining 20%. 15% of the total $10,000,000 investment should be paid up within three months after the incorporation of the JV, with the balance being paid up in the following two years. The JV will be involved in the business of biological science and technology research, biological technology popularization service, and fruit and vegetable distribution. Currently, the JV focuses on developing health supplement products from the extract of gingko leaves. There is no transaction incurred in the JV from its incorporation to the period ended June 30, 2014.


2.

SIGNIFICANT ACCOUNTING POLICIES


Statement of presentation and consolidation


These unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission, including Form 10-Q and Regulation S-K. Certain information and footnote disclosures normally present in annual financial statements have been omitted pursuant to such rules and regulations. The Company believes that the disclosures provided are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and explanatory notes for the year ended December 31, 2013 as disclosed in the Company’s  Form 10-K as filed with the Securities and Exchange Commission.



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The condensed consolidated financial statements include the financial statements of the Company and its subsidiary. All inter-company transactions and balances between the Company and its subsidiary have been eliminated upon consolidation.


The subsidiary is consolidated from the date on which control is transferred to the Company and will cease to be consolidated from the date on which control is transferred out of the Company.


Certain comparative figures have been reclassified to conform to the current period’s presentation.


Continuance of operations


These consolidated financial statements prepared in conformity with US GAAP contemplate continuation of the Company as a going concern. As of June 30, 2014, the Company has an accumulated deficit of $204,055 since inception. Its ability to continue as a going concern depends upon whether it develops profitable operations and continues to raise adequate financing.  However, management believes that the Company has sufficient working capital to meet its projected minimum financial obligations for the next fiscal year. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.


Use of estimates


The preparation of consolidated financial statements in conformity with US GAAP requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amount of assets, liabilities and provisions, income and expenses and the disclosure of contingent assets and liabilities at the date of these financial statements.  Estimates are used for, but not limited to, the selection of the useful lives of fixed assets, provision necessary for contingent liabilities, allowance for doubtful debt associated with accounts receivable, fair values, revenue recognition, and taxes. Management believes that the estimates utilized in preparing its consolidated financial statements are reasonable and prudent. Actual results may differ from these estimates.  


Foreign currency translation


The Company’s financial information is presented in the United States dollar (“US dollar”). The functional currency of the Company is the US dollar. The functional currency of the Company’s subsidiary is the Canadian dollar (“CAD”). Transactions by the Company’s subsidiary which are denominated in currencies other than CAD are remeasured into CAD at the exchange rate prevailing at the date of the transactions.



9



Exchange gains and losses resulting from transactions denominated in a currency other than CAD are included in the consolidated statements of loss and comprehensive loss as exchange gain or loss. The financial statements of the subsidiary are translated into US dollars in accordance with ASC 830, “Foreign Currency Matters”. The financial information is first presented in CAD and then is translated into US dollars at period-end exchange rates as to assets and liabilities and average exchange rates as to revenue and expenses. Capital accounts are translated at their historical exchange rates in effect when the capital transactions occurred.


Cash and cash equivalents


Cash and cash equivalents include cash, money market investments and guaranteed investment certificates (GICs) with terms of 1 year or less.  These investments are redeemable at any time at the option of the Company without penalty.


Accounts receivable


Trade receivables are carried at the original invoice amount. Accounts receivable are written off to bad debt expense using the direct write-off method. Receivables past due for more than 120 days are considered delinquent. Management determines uncollectible accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history, and current economic conditions and by using historical experience applied to an aging of accounts. Recoveries of trade receivables previously written off are recorded when received.


Fixed assets


Fixed assets are recorded at cost less accumulated depreciation. Depreciation is computed using the declining balance method, other than leasehold improvements which is computed using the straight-line method over the lease term. Estimated rates of depreciation are as follows:


Computer equipment

30% declining balance

Computer equipment

45% declining balance

Furniture

20% declining balance

Leasehold improvements

5 years, straight-line


Fair Value


The Company measures the fair values in accordance with accounting guidance that defines fair value, provides guidance for measuring fair value and requires certain disclosures. The guidance also discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future



10



income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:


-

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

-

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

-

Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.


The inputs used in the fair value measurement should be from the highest level available. In instances where the measurement is based on inputs from different levels of the fair value hierarchy, the fair value measurement will fall within the lowest level input that is significant to the fair value measurement in its entirety.


As at June 30, 2014, the Company’s financial instruments comprised cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, other current liabilities and advances from shareholders. With the exception of cash and cash equivalents, all financial instruments held by the Company are measured at amortized cost.  The fair values of these financial instruments approximate their carrying value due to their short-term maturities. Cash and cash equivalents are measured at level 1 of the fair value hierarchy.


Goodwill


The Company recognizes goodwill in accordance with ASC 805 “Business Combination”. Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed, if any. The goodwill impairment test compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, goodwill of the reporting unit would be considered impaired. To measure the amount of the impairment loss, the implied fair value of a reporting unit's goodwill is compared to the carrying amount of that goodwill. If the carrying amount of a reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is indicated. The Company concluded that there were no indicators of impairment with respect to the Company's goodwill as of June 30, 2014 or December 31, 2013.




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Impairment Reviews for Long-Lived Assets


Long-lived assets such as fixed asets and goodwill are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset.  When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets.  The Company did not recognize any impairment losses for any periods presented.


Revenue Recognition


The Company recognizes revenue once the service is rendered and all the significant risks and rewards of the service have been transferred to the customer. As a result, revenue from hotel booking services are recognized when customers check in the hotels. Amounts received from customers for services not yet rendered are included in current liabilities as unearned revenue.


In accordance with the ASC 605 “Revenue Recognition”, the Company reports its revenue as an agent, on the net amount retained, which is the amount billed to a customer less the amount paid to a hotel.


Income Taxes


The Company accounts for income taxes following the asset and liability method in accordance with the ASC 740 “Income Taxes.” Under such method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company applies the accounting guidance issued to address the accounting for uncertain tax positions. This guidance clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements as well as provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years that the asset is expected to be recovered or the liability settled.




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Earnings (Loss) per Common Share


Basic earnings (loss) per share is determined by dividing earnings (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is determined by dividing earnings (loss) by the diluted weighted average shares outstanding. Diluted weighted average number of shares reflects the dilutive effect, if any, of potentially dilutive common shares, such as stock options and warrants calculated using the treasury stock method. In periods with reported net operating losses, all common stock options and warrants are deemed anti-dilutive such that basic net loss per share and diluted net loss per share are equal.


Recent Accounting Pronouncements


In April 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Under the new guidance, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations only if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. This guidance also changes an entity’s requirements when presenting, for each comparative period, the assets and liabilities of a disposal group that includes a discontinued operation. A discontinued operation may include a component of an entity, or a business or nonprofit activity. The guidance is effective interim and annual reporting periods beginning after December 15, 2014. The adoption of the new requirements is not expected to have a material impact on the consolidated earnings, financial position or cash flows of the Company.


In May 2014, the FASB issued a comprehensive new revenue recognition standard for contracts with customers that will supersede most current revenue recognition guidance, including industry-specific guidance. The core principle of this standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, the standard provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. This guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. The new standard is effective for fiscal years, and interim periods within those years, beginning after



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December 15, 2016. Early application is prohibited. The standard permits the use of either the retrospective or cumulative effect transition method. This guidance will be applicable to the Company at the beginning of its first quarter of fiscal year 2018. The Company is currently evaluating the impact on its consolidated financial statements upon the adoption of this new standard.


3.

OTHER CURRENT ASSETS


The items comprising the Company’s other current assets are summarized below:


 

June 30,

2014

December 31,

2013

 

$

$

Deposits to hotels

26,623

24,476

Other deposits to suppliers

3,339

4,038

Credit card receivable

9,880

4,782

Total other current assets

39,842

33,296


4.

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES


Accounts payable and accrued liabilities mainly consist of trade payables to hotels and travel service suppliers.


5.

OTHER CURRENT LIABILITIES


The items comprising the Company’s other current liabilities are summarized below:


 

June 30,

2014

December 31,

2013

 

$

$

Unearned revenue

Corporate taxes payable

30,644

9,875

9,687

9,852

Sales tax refundable

7,000

2,010

Total other current liabilities

47,519

21,549


6.

ADVANCES FROM SHAREHOLDERS


Advances from shareholders consist of $65,026 (December 31, 2103 - $72,297) of cash contributed by three directors of the Company or expenses paid by them on behalf of the Company. These advances have no fixed term of repayment and bear no interest.


7.

STOCKHOLDERS’ EQUITY


Capital stock


Authorized




14



- 500,000,000 of common voting shares with a par value of $0.0002 per share.


Issued and outstanding


As of June 30, 2014, the Company has 36,985,000 shares (December 31, 2013 – 36,985,000) issued and outstanding.


In June 2014, the Company issued 12,000,000 common shares to two new directors for their advances of $700,000 to the Company during the six months ended June 30, 2014. The Company also issued 200,000 common shares to an arm’s length party for $10,000 of share subscription advance received during the year ended December 31, 2012. These shares were issued under the private placement exemption granted by Section 4(a)(2) of the Securities Act.  


The Company has no options or warrants outstanding as of June 30, 2014 and December 31, 2013. There were no option or warrant transactions during the six months ended June 30, 2014.


8.

REVENUE


The Company reports its revenue as an agent on a net basis. The following table shows the gross amount the Company received from customers and the booking costs during the six months ended June 30, 2014 and 2013:


For the six months ended

June 30,

2014

June 30,

2013

 

$

$

Gross amount received

1,256,995

1,382,130

Costs

(1,084,457)

(1,254,680)

Revenue

172,538

127,450


9.

SEGMENTED INFORMATION


The Company currently operates in one business segment, which is the internet hotel booking service. Accordingly, the Company does not have separately reportable segments.


10.

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS


During the six months ended June 30, 2014, the Company issued 200,000 common shares to an arm’s length party for $10,000 share subscription advance received during the year ended December 31, 2012.


There were no significant non-cash transaction during the six months ended June 30, 2013.



15




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


Trends and Uncertainties

During 2008, we started generating revenue upon completion of the acquisition of OneWorld Hotel Destination Services, Inc.  We acquired all of the common shares of OneWorld for 2,000,000 common shares and a promissory note.  In addition, we are seeking to expand our revenue base by adding new customers and increasing our marketing and advertising.  


Due to the recession in 2009, the registrant halted the plan to raise extra capital which is for the completion of the online hotel room reservation web site and the expansion of the Hotel booking business.  The registrant decided to allocate the majority cash flow to maintain the operation of One World because of the recession in 2009.  The officers and directors also agreed not to receive cash compensation for their management work in the registrant including the continuation of the development of the website in-house by the directors, the defraying of marketing, promotion and travel.


While the economy is gradually recovering today, One World currently generates sufficient cash flow to maintain its own daily operation.  However, in order to realize effective marketing and promotion, the registrant will need to raise the addition capital through the sale of capital stock in the future.  The use of funds would be rationed for marketing and promotion purposes, expansion of the OneWorld operation and working capital needs.


There are several known trends that are reasonably likely to have a material effect on our net sales or revenues alongside our income from continuing operations and profitability.


We expect to experience significant fluctuations in our future operating results due to a variety of factors, many of which are outside our control. Factors that may adversely affect our quarterly operating results include but are not limited to:

   - Our ability to develop and complete the hotel booking website.

   - Our ability to attract customer to use our web site and maintain user satisfaction;

   - Our ability to attract hotel suppliers to provide their hotel rooms in our web site.

   - Our ability to hire and train qualified personnel.

   - Our ability to resolve any technical difficulties and system downtime or Internet disconnection.

- Governmental regulations on use of Internet as a tool to conduct business transaction.

- Change of customer’s acceptance to use Internet to book hotel rooms.


We may also incur losses for the foreseeable future due to costs and expenses related to:

- The implementation of our hotel booking web site business model;

- Marketing and other promotional activities;

- Competition



16




- The continued development of our website;

- High cost to maintain the hotel booking web site, and

- Hiring and training new staff for customer services.


We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition.  In addition, our operating results are dependent to a large degree upon factors outside of our control.  There are no assurances that we will be successful in addressing these risks, and failure to do so may adversely affect our business.


Capital and Source of Liquidity


Prior to the acquisition of OneWorld, all of Globalink’s operating capital had either been advanced by current shareholders or from proceeds for the issuance of common shares.  


For the six months ended June 30, 2014, the Company had a net loss of $29,231.  We had an increase in accounts receivable of $100,044 and an increase in other current assets of $6,546.  We also had an increase in accounts payable and accrued liabilities of $138,314 and an increase in other current liabilities of $25,970.  As a result, we had net cash provided by operating activities of $26,086 for the six months ended June 30, 2014.


For the six months ended June 30, 2013, the Company had a net loss of $31,505.  We had an adjustment of $215 for depreciation.  We had a decrease in accounts receivable of $50,952 and a decrease in other current assets of $211.  We had a decrease in accounts payable and accrued liabilities of $21,896 and an increase in other current liabilities of $4,197.  As a result, we had net cash provided by operating activities of $2,174 for the six months ended June 30, 2013.


For the six months ended June 30, 2014, we spent $145 on the purchase of computer equipment, resulting in net cash used in investing activities of $145 for the period.  For the six months ended June 30, 2013, we did not pursue any investing activities.


For the six months ended June 30, 2014, we received $700,000 from the proceeds from the issuance of shares and received $2,729 from advances from shareholders.  As a result, we had net cash provided by financing activities of $702,729 for the six months ended June 30, 2014.


For the six months ended June 30, 2013, we received $15,770 from advances from shareholders.  As a result, we had net cash provided by financing activities of $15,770 for the six months ended June 30, 2013.




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Results of Operations


For the three months ended June 30, 2014, we recorded revenues of $107,627.  We paid or accrued $67,460 on salaries and benefits and $52,023 on other general and administrative expenses.  As a result, we had a net loss of $11,856 for the three months ended June 30, 2014.  In addition, we recognized $294 from the exchange difference on translating foreign operations, resulting in a comprehensive loss of $11,562 for the period.


Comparatively, for the three months ended June 30, 2013, we recorded revenues of $47,750.  We paid or accrued salaries and benefits of $46,288 and $36,472 on other general and administrative expenses.  As a result, we had a net loss of $35,010 for the three months ended June 30, 2013.  In addition, we recognized $23,078 from the exchange difference on translating foreign operations, resulting in a comprehensive loss of $11,932 for the period.


The $23,154 decrease in net loss between the three months ended June 30, 2014 and 2013 is due to increased revenues received during the three months ended June 30, 2014.  We earned 55.6% more revenues.  We paid 31.4% more in salaries and benefits and 30% more in other general and administrative expenses during the three months ended June 30, 2014.  Even with this increase in general and administrative expenses, our increase in revenues results in us earning more in total during 2014.  However, our comprehensive loss decreased by 3.1% due to the greatly reduced exchange difference on translating foreign operations for the three months ended June 30, 2014.


For the six months ended June 30, 2014, we recorded revenues of $172,538.  We paid or accrued salaries and benefits of $115,617 and other general and administrative expenses of $86,152.  As a result, we had a net loss of $29,231 for the six months ended June 30, 2014.  In addition, we recognized $496 from the exchange difference on translating foreign operations, resulting in a comprehensive loss of $28,735 for the period.


Comparatively, for the six months ended June 30, 2013, we recorded revenues of $127,450.  We paid or accrued salaries and benefits of $93,200 and other general and administrative expenses of $65,755.  As a result, we had a net loss of $31,505 for the six months ended June 30, 2013.  In addition, we recognized $4,334 from the exchange difference on translating foreign operations, resulting in a comprehensive loss of $27,171 for the period.


The $2,274 decrease in net loss between the six months ended June 30, 2014 and 2013 is due to the increased revenues not fully compensating for the increased general and administrative expenses.  Our revenues increased by $45,088, or 26.1%, while our salaries and benefits increased by $22,417, or 19.4% and our other general and administrative expenses increased by $20,397, or 23.7%.  However, our comprehensive loss increased by $1,564 due to reduced exchange difference on translating foreign operations for the six months ended June 30, 2014.



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The registrant has developed a proprietary online hotel booking program for connecting users with available rooms in hotels across the world.  In order to gain the access to the hotels, the registrant acquired OneWorld Hotel Destination Service Inc in Vancouver, B.C. Canada on October 31, 2008.  OneWorld Hotel Destination Service Inc is a hotel booking company which has established strong relationships with major hotel chains such as Radisson, Hilton and Sheraton. Its clients include travel agents in major cities such as Vancouver, Toronto, Calgary, and Montreal. After the acquisition the Company intends to put the OneWorld operations into the online platform.


Our hotel travel booking web site for the business-to-business stage is now under testing prior to the official launching.   The initial 39,000 available hotel rooms have been uploaded to the site, and will facilitate travel agencies to book rooms directly via the internet without having to personally call the office for booking.   The web site launched in 2012.  The web site facilitates the company’s travel agency customers, who already have or will set up accounts with us (B to B).


B to B is defined as business interactions between one business entity (OneWorld) to other business entities (the travel agencies in the travel industry). Our next stage of the web site development will be to facilitate non-business customers such that any individuals wishing to book rooms themselves may do so from our web site instead of booking through their travel agencies (B to C).  B to C is defined as business interactions between a business entity (OneWorld) and the individual customers, be they an individual or corporation, whose business is not related to the travel industry.  This web site is still in the development stage.


Management expects sales and gross revenue will grow significantly over the current year volume after the web site is launched.  We anticipate that it will not be a straight-line growth pattern but an exponential increase.  This anticipation can be realized if we spend the necessary funds in promotion through internet advertising, radio and television clicks and news media advertising.  On the whole, the more we direct funds into promotion, the bigger the increase in sales as a return.


In order to achieve our goal, the registrant may seek additional funds.  The funds distribution to various sectors will depend on the actual funds raised and on the time needed to raise such sums.  The larger portion of the raised funds will be allocated towards marketing and promotion.   


Although there are signs of gradual stability, management believes that the effects of the recent economic crisis is a long ways from being over.   However, our One World operation has been well-established over the past ten years that we are capable of continuously sustain our existence during the current crisis.   We will survive under future crisis by maintaining a skeleton staff, reduce promotion and advertising to a bare minimum and management officers providing services temporarily en gratis.




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Off-Balance Sheet Arrangements


The Company had no material off-balance sheet arrangements as of June 30, 2014.


Contractual Obligations


On May 4, 2014, the Company entered into a joint venture agreement (the “Agreement”) with Shizhen Bio-Technology Co., Ltd. (“Shizhen Biotech”) in Jiangsu Province, China. Subsequently on May 22, 2014, Globalink (Xuzhou) Bio-Technology Co., Ltd. (the “JV”) was incorporated in Jiangsu Province, China pursuant to the Agreement. The JV has total registered capital of $10,000,000, whereby the Company will invest $8,000,000 to earn an 80% interest of the JV and Shizhen Biotech will invest $2,000,000 to earn the remaining 20%. 15% of the total $10,000,000 investment should be paid up within three months after the incorporation of the JV, with the balance being paid up in the following two years. The JV will be involved in the business of biological science and technology research, biological technology popularization service, and fruit and vegetable distribution. Currently, the JV focuses on developing health supplement products from the extract of gingko leaves. No transactions have incurred in the JV from its incorporation to the period ended June 30, 2014.


New Accounting Pronouncements


The Company has adopted all recently issued accounting pronouncements.  The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.


Item 3.  Quantitative and Qualitative Disclosures about Market Risk


Not applicable for smaller reporting companies.


Item 4.  Controls and Procedures


Evaluation of Disclosure Controls and Procedures:


We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to insure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, or the persons performing similar functions, to allow timely decisions regarding required disclosure.




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Under the supervision and with the participation of our CEO and CFO, or the persons performing similar functions, our management has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report.  Based on that evaluation, our CEO and CFO, or the persons performing similar functions, concluded that our disclosure controls and procedures were not effective as of June 30, 2014.


Management’s Annual Report on Internal Control over Financial Reporting:


Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company. Our internal control over financial reporting is the process designed by and under the supervision of our CEO and CFO, or the persons performing similar functions, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external reporting in accordance with accounting principles generally accepted in the United States of America.  


Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.


Management has evaluated the effectiveness of our internal control over financial reporting using the criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  


The matters involving internal control over financial reporting that our management considered to be material weaknesses were:


-

Lack of segregation of duties as we have an inadequate number of personnel to properly implement control procedures.


The aforementioned material weaknesses were identified by our chief executive officer and chief financial officer in connection with the review of our consolidated financial statements as of June 30, 2014.


Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee, the inadequate accounting personnel results in ineffective oversight in the monitoring of required internal controls over financial reporting, which weaknesses could result in a material misstatement in our financial statements in future periods.



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Management’s Remediation Initiatives


In an effort to remediate the identified material weaknesses and enhance our internal controls over financial reporting, the Company plans to make the necessary improvements to remediate these deficiencies.  


This quarterly report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.  We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Commission that permit us to provide only management’s report in this annual report.


Evaluation of Changes in Internal Control over Financial Reporting:


Under the supervision and with the participation of our CEO and CFO, or those persons performing similar functions, our management has evaluated changes in our internal controls over financial reporting that occurred during the three months ended June 30, 2014.  Based on that evaluation, our CEO and CFO, or those persons performing similar functions, did not identify any change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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PART II - OTHER INFORMATION


Item 1.   Legal Proceedings

          

None


Item 1A.  Risk Factors

          

Not applicable for smaller reporting companies


Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.

In June 2014, the Company issued 12,000,000 common shares to two new directors for their advances of $700,000 to the Company during the six months ended June 30, 2014. The Company also issued 200,000 common shares to an arm’s length party for $10,000 of share subscription advance received during the year ended December 31, 2012. These shares were issued under the private placement exemption granted by Section 4(a)(2) of the Securities Act.  


Item 3.   Defaults Upon Senior Securities.

          

None


Item 4.   Mine Safety Disclosures

Not applicable


Item 5.   Other Information

          

None


Item 6.   Exhibits

       Exhibit 31* - Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

       Exhibit 32* - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

       101.INS**   XBRL Instance Document

       101.SCH**   XBRL Taxonomy Extension Schema Document

       101.CAL**   XBRL Taxonomy Extension Calculation Linkbase Document

       101.DEF**   XBRL Taxonomy Extension Definition Linkbase Document

       101.LAB**   XBRL Taxonomy Extension Label Linkbase Document

       101.PRE**   XBRL Taxonomy Extension Presentation Linkbase Document

*  Filed herewith

**XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.




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SIGNATURES


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


Dated:  August 14, 2014


GLOBALINK, LTD.


By: /s/Hin Kwok Sheung

Hin Kwok Sheung

Chief Executive Officer


By:  /s/Ben Choi

Ben Choi

Chief Financial Officer





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