TRANSLATION GROUP LTD
10QSB, 1999-08-16
BUSINESS SERVICES, NEC
Previous: SUPERIOR TELECOM INC, 10-Q, 1999-08-16
Next: KENMAR GLOBAL TRUST, 10-Q, 1999-08-16






                                  United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549


                                   FORM 10-QSB

                                   (Mark One)

[x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities  Exchange
Act of 1934 For the Period of Three Months Ended June 30, 1999.

[ ] 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  000-21725


                           The Translation Group Ltd.
                           --------------------------
             (Exact name of registrant as specified in its charter)

Delaware State                                                   23-3382869
- --------------                                                   ----------
                                                              (I.R.S. Employer
                                                             Identification No.)

     30 Washington Avenue
     Haddonfield, NJ                                                08033
     ------------------                                             -----
(Address of principal executive offices)                         (Zip Code)


Indicated  by check  mark  whether  the  registrant  (I) has filed  all  reports
required to be filed by Section 13 of 15(d) of the  Securities  Exchange  Act of
1934  during the  preceding  12 months  (or for such  shorter  periods  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 _

                Applicable Only to Issuers Involved in Bankruptcy
                   Proceeding During the Preceding Five Years

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be filed by  Sections  12, 13, or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by the court. YES [ ]   NO [ ]

                      Applicable Only to Corporate Issuers

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practical date:

Common Stock, .001 Par Value-Issued 2,260,340 shares as of June 30, 1999.


<PAGE>

                                      INDEX
<TABLE>

<S>     <C>
Part I.  Financial Information


  Item 1.         Financial Statements (Unaudited)

                  Condensed consolidated balance sheets - June 30, 1999 and March 31, 1999

                  Condensed consolidated statements of operations - Three months
                  ended June 30, 1999 and 1998

                  Condensed consolidated statements of comprehensive  operations
                  - Three months ended June 30, 1999 and 1998

                  Condensed consolidated statements of cash flows - Three months
                  ended June 30, 1999 and 1998

                  Notes to condensed consolidated financial statements - June 30, 1999

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



Part II. Other Information


  Item 1.         Legal Proceeding

  Item 2.         Changes in Securities

  Item 3.         Defaults upon Senior Securities

  Item 4.         Submission of Matters to a Vote of Security Holders

  Item 5.         Other Information

  Item 6.         Exhibits and Reports of Form 8-K




Signatures


</TABLE>

<PAGE>
                           The Translation Group, Ltd.
                                and Subsidiaries
                           Consolidated Balance Sheets
         As of June 30, 1999 (unaudited) and March 31, 1999 (unaudited)
<TABLE>
<CAPTION>

                                                                                   June 30, 1999     March 31, 1999
                                                                                   -------------     --------------
<S>                                                                                 <C>              <C>
 ASSETS
 Current assets:
   Cash and cash equivalents                                                         $1,324,749       $1,895,970
   Accounts receivable, net of allowance for doubtful
    accounts of $49,648 and $71,140, respectively                                     1,271,429          857,261
   Work in process                                                                      195,572          390,780
   Certificate of deposit, pledged                                                      112,318          106,540
   Other current assets                                                                 411,479          350,337
                                                                                       --------          -------

 Total current assets                                                                 3,315,547        3,600,888

 Property and equipment, net of accumulated depreciation and
   amortization of $1,085,816 and $773,878, respectively                              1,515,968        1,007,719

 Excess of purchase price over fair value of net assets acquired, net of
  accumulated amortization of $239,001 and $169,547, respectively                     3,969,012        1,249,717
 Loans and receivables from officers                                                    149,500          149,500
 Other assets                                                                           109,111          128,017
                                                                                       --------          -------

 TOTAL ASSETS                                                                        $9,059,138        $6,135,841
                                                                                    ===========        ==========

 LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities:
   Accounts payable                                                                   $ 513,978         $ 451,631
   Notes payable, banks                                                                  81,854           196,672
   Current maturities of long-term obligations                                           95,748           123,630
   Acquisition note payable                                                             885,390
   Obligations under capital leases                                                      23,386
   Loans payable to officers                                                            107,928
   Accrued liabilities                                                                  418,934           444,742
   Deferred income                                                                      113,856           244,780
   Income taxes payable                                                                  56,900
   Deferred income taxes                                                                 33,100                 -
                                                                                        -------                 -

 Total current liabilities                                                            2,331,074         1,461,455

 Long-term obligations, less current maturities                                         185,661           178,254
 Deferred income taxes                                                                  108,200                 -
                                                                                     ----------                 -

 TOTAL LIABILITIES                                                                    2,624,935         1,639,709

 Commitments and contingencies

 Common stock redeemable (under certain conditions) at the option of purchasers,
   416,668 shares issued and outstanding                                              2,578,745

 Stockholders' equity:
   Preferred stock, $.001 par value, 1,000,000 authorized,
    no shares issued and outstanding                                                          -                -
   Common stock, $.001 par value, 15,000,000 shares authorized, 2,260,340 shares
     issued and to be issued not including 416,668 above and 2,278,340 shares
     outstanding and to be issued, respectively                                           2,260             2,278
   Additional paid-in capital                                                         5,917,003         6,051,985
   Unearned portion of compensatory warrants                                                            - (45,000)
   Retained earnings                                                                 (1,977,536)       (1,467,025)
   Common stock in treasury, 8,000 shares                                               (68,032)          (68,032)
   Foreign currency translation adjustment                                              (18,237)           21,926

 Total stockholders' equity                                                           3,855,458         4,496,132
                                                                                     ----------         ---------

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                          $9,059,138        $6,135,841
                                                                                    ===========        ==========

</TABLE>

          See accompanying notes to consolidated financial statements.

<PAGE>
                           The Translation Group, Ltd.
                                and Subsidiaries
                      Consolidated Statements of Operations
          For the three months ended June 30, 1999 and 1998 (unaudited)
<TABLE>
<CAPTION>


                                                                      3 months       3 months
                                                                       June 30,      June 30,
                                                                        1999           1998
                                                                        ----           ----
<S>                                                                <C>               <C>
 Revenue                                                            $ 1,876,295       $ 2,042,783
 Cost of revenue                                                      1,297,705         1,082,599
                                                                    -----------       -----------

 Gross profit                                                           578,590           960,184

 Cost and expenses:
   Selling, general and administration                                  578,079           368,857
   Research and development                                              39,980            60,000
   Corporate administration                                             340,209           176,320
   Amortization of excess of purchase price over
    fair value of net assets acquired                                    69,454            24,221
                                                                    -----------       -----------
 Total                                                                1,027,722           629,398
                                                                    -----------       -----------

 (Loss) income before other income (expense)                           (449,132)          330,786

 Other income (expense):
   Interest income                                                       25,948            51,961
   Interest expense                                                     (27,476)          (14,761)
   Foreign currency gains (losses)                                        1,588                 -
                                                                    -----------       -----------
                                                                             60            37,200
                                                                    -----------       -----------

 (Loss) income before provision for income taxes                       (449,072)          367,986

 Provision for income taxes                                                   -           159,700
                                                                    ===========       ===========

 Net (loss) income                                                  $(449,072)        $ 208,286
                                                                    ===========       ===========



 Net (loss) income per common share outstanding - basic                 $ (0.18)           $ 0.09
                                                - diluted           ============      ===========
                                                                        $ (0.18)           $ 0.09
                                                                    ============      ===========


 Weighted-average shares - basic                                      2,524,810         2,278,340
 Dilutive effect of potential common shares                                   -                 -
                                                                    -----------       -----------
 Weighted-average shares - diluted                                    2,524,810         2,278,340
                                                                    ===========       ===========


</TABLE>

          See accompanying notes to consolidated financial statements.


<PAGE>
                           The Translation Group, Ltd.
                                and Subsidiaries
               Consolidated Statements of Comprehensive Operations
          For the three months ended June 30, 1999 and 1998 (unaudited)



                                                    3 months          3 months
                                                    June 30,          June 30,
                                                      1999              1998
                                                      ----              ----


 Net (loss) income                                 $ (449,072)       $ 208,286

 Other comprehensive income (loss)
   Currency translation adjustment                    (40,163)           2,903
                                                   -----------       ----------

 Comprehensive income (loss)                       $ (489,235)       $ 211,189
                                                   ===========       =========


<PAGE>
                           The Translation Group, Ltd.
                                and Subsidiaries
                      Consolidated Statements of Cash Flows
          For the three months ended June 30, 1999 and 1998 (unaudited)

<TABLE>
<CAPTION>

                                                                                         June 30,     June 30,
                                                                                           1999        1998
                                                                                           ----        ----
<S>                                                                                   <C>           <C>
 Cash flows provided by (used in) operating activities:
   Net (loss) income                                                                   $ (449,072)   $ 208,286
   Adjustments to reconcile net (loss) income to net cash
    provided by (used in) operating activities:
     Depreciation and amortization                                                         96,640       71,279
     Amortization of excess purchase price over fair value of net assets acquired          69,454       24,221
     Amortization of discount on acquisition note payable                                  11,690
     Amortization of compensatory warrants                                                 45,000       45,000
     Deposits                                                                                            3,595
     Deferred income taxes                                                                              29,202
   Changes in operating assets and liabilities:
     Accounts receivable                                                                  333,411      126,405
     Work in process                                                                      195,208      (53,929)
     Other current assets                                                                 (59,142)    (103,165)
     Other assets                                                                          11,317
     Accounts payable                                                                    (115,653)     (65,989)
     Notes payable                                                                       (220,098)     180,130
     Accrued liabilities and deferred income                                             (186,732)    (316,748)
     Accrued income taxes                                                                       -      130,213
                                                                                        ----------   ----------

 Net cash provided by (used in) operating activities                                     (267,977)     278,500

 Cash flows provided by (used in) investing activities:
   Purchase of property and equipment                                                    (243,422)    (105,889)
   Acquisition costs, net of cash purchased of $67,922                                     (4,328)
   Investment in certificate of deposit                                                    (5,778)      (6,540)
   Loans and advances to officers                                                         (61,000)           -
   Investments in US Government obligations                                                    -           172
                                                                                        ----------   ----------

 Net cash provided by (used for) investing activities                                    (314,528)    (112,257)

 Cash flows provided by (used in) financing activities:
   Net proceeds from issuance of common stock                                              75,000
   Net proceeds from long-term debt                                                                    (18,750)
   Payments on long-term obligations                                                      (23,553)           -
                                                                                        ----------   ----------

 Net cash provided by (used in) financing activities                                       51,447      (18,750)

 Foreign currency translation adjustment                                                  (40,163)       2,903
                                                                                        ----------   ----------

 Net (decrease) increase in cash and cash equivalents                                    (571,221)     150,396

 Cash and cash equivalents, beginning of period                                         1,895,970    1,297,039
                                                                                        ----------   ----------

 Cash and cash equivalents, end of period                                             $ 1,324,749  $ 1,447,435
                                                                                     ============= ============


 Supplemental disclosure of non-cash investing and financing activities:
   On May 1, 1999, the Company acquired the stock of Planet Access
     Networks, Inc. as described in Note A.


 Supplemental  disclosure  of cash flow  information:  Cash paid during the year
   for:
      Interest                                                                           $ 27,476     $ 14,761
                                                                                         =========    ========
      Income taxes                                                                          $ 500        $ 602
                                                                                         =========    ========
</TABLE>

          See accompanying notes to consolidated financial statements.


<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1999 (Unaudited)




NOTE A - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information.  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
of normal recurring accruals)  considered necessary for a fair presentation have
been included.  Operating results for the three month period ended June 30, 1999
are not necessarily  indicative of the results that may be expected for the year
ended March 31, 2000.

As of May 1, 1999, the Company acquired all the issued and outstanding shares of
Planet Access Networks, Inc. (Planet) for 416,668 shares of its common stock and
cash in the amount of $900,000,  payable on September 15, 1999.  The Company has
agreed to give each of the four  sellers  the right to  require  the  Company to
repurchase the Company's shares,  within 90 days of the first anniversary of the
acquisition,  at a price of $7.00 per share if certain  conditions  are not met.
The Company has  accounted  for its  acquisition  of Planet  under the  purchase
method of accounting,  wherein the purchase price is allocated to the assets and
liabilities  as of the  acquisition  date  based on  estimated  respective  fair
values.  The excess of purchase price over fair value of net assets  acquired is
being  amortized  over  10  years.  The  condensed  consolidated  statements  of
operations  for the  three  month  period  ended  June  30,  1999  includes  the
operations of Planet for the period from May 1, 1999 to June 30, 1999. Reference
is made to the consolidated  financial statements and footnotes thereto included
in the Company's Annual Report for the year ended March 31, 1999, Form 10-K. Had
the  Company  acquired  Planet as of April 1,  1998,  the  profit / (loss)  from
operations  and  earnings  per share  would  have  been  ($326,255)  and  ($.13)
respectively for the three months ended June 30, 1999 and $222,077 and $ .10 for
the three months ended June 30, 1998.



NOTE B - EARNINGS PER SHARE

 For the purpose of computing  earnings per share,  average  shares  outstanding
 during  the  three  months  ended  June 30,  1999 and  1998 was  2,524,810  and
 2,278,340,  respectively.  In  addition,  there are  outstanding  common  stock
 options of  1,429,000  shares at an average  price of  approximately  $5.25 per
 share and  2,146,660  warrants  to purchase  common  stock of the Company at an
 average price of  approximately  $6.00 per share.  The computations of earnings
 per  share   reflecting   the  exercise  of  these  options  and  warrants  are
 antidilutive.



NOTE C - RETAINED EARNINGS

Retained earnings for the three months ended June 30, 1999 includes a charge for
$61,440 for amortization of the discount on the issuance of common stock for the
purchase of Planet.  The  earnings per share for the three months ended June 30,
1999 including this charge is ($ .20).



NOTE D - SEGMENT INFORMATION

The sales of BTS and  Planet  (domestic  subsidiaries)  originate  in the United
States  to  domestic  and  foreign  customers.  Translation/localization  is  in
Japanese,  Chinese,  and other  languages  of the Asian rim, as well as European
languages  and Canadian  French.  The sales of Word House  (foreign  subsidiary)
originate in Europe and are almost entirely in Dutch, French, and other European
languages.

Segment reporting,  for the three months ended June 30, 1999, of net loss before
income taxes,  interest, and amortization of excess of purchase price (stated in
thousands):

                               United
                               States    Europe    Parent   Eliminations   Total
                               ------    ------    ------   ------------   -----

Revenue                        $1,173    $ 706    $  135     $  (138)     $1,876
Cost of revenue                   855      446       -0-          (3)      1,298
                                  ---      ---       ---          ---      -----
Gross profit                      318      260       135        (135)        578
Selling, general and
      administrative              451      255       -0-        (135)        571
Corporate administration          -0-      -0-       340                     340
Special projects and
  research and development         46      -0-       -0-         -0-          46
                                   --      ---       ---         ---          --
Net loss before income
  taxes, interest, and
  amortization of excess
  of purchase price           $ (179)   $  5      $ (205)                $ (379)
                              -------   ----      -------                -------



<PAGE>

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

         Except  for   historical   information,   the  material   contained  in
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations is forward-looking. For the purpose of the safe harbor provisions for
forward-looking  statements of the Private  Securities  Litigation Reform Act of
1995, readers are urged to review the Company's Annual Report on Form 10-KSB for
the year ended March 31, 1999 for a list of certain  important  factors that may
cause actual results to materially differ from those described below.

OVERVIEW

         The Company translates  conventional  documents and software written in
one language  into other  languages,  and  specializes  in  providing  high tech
translation and localization services, principally in the Information Technology
("IT") sector of the translation market.

         The Company has recently launched research programs directed toward the
development of computer-based  machine translation  systems.  These new powerful
information  tools will provide the basis for the  development  of new products.
The basic business model is to accelerate technical developments,  together with
product marketing and sales, to create unique  translation  products for special
niche  markets.   The  Company  believes  that  this  strategy  will  result  in
significant increases in revenues and profitability.

         Thus,  the  Company is changing  from a  translation  and  localization
service  provider,   generally  using  human  resources  and  industry-available
technology  and software  tools,  to a Company  with its own uniquely  developed
translation  and  localization  technologies.  During the past year, the Company
experimented with various projects to coordinate customers,  technology changes,
and its own facilities  with the growing  markets.  The Company  believes that a
basic change from a labor  intensive  process to a technology  driven process is
required in the industry.  Therefore,  the Company has been in transition  while
developing   its  own  software   systems   through  its  strategic   technology
relationships with Gedanken, Inc. and ESTeam AB to produce specialized automated
translation products for the financial,  medical/pharmaceutical,  environmental,
information technology and telecommunication fields.

         In  addition,  the  Company  has  recognized  the  need to  develop  an
internet/intranet   capability  to  deliver  its  translation  and  localization
services.  As of May 1, 1999, the Company acquired all of the outstanding shares
of Planet Access  Networks,  Inc.  ("Planet  Access"),  which develops and hosts
sophisticated  e-commerce  web  sites.  The  acquisition  of Planet  Access  was
accounted  for under the purchase  method of  accounting,  pursuant to which the
Company consolidated the results of operations of Planet Access from the date of
acquisition (May 1, 1999).



<PAGE>

RESULTS OF OPERATIONS

         Revenues.  Revenues  for the fiscal  quarter  ended June 30,  1999 (the
"Current Quarter")  declined  $166,000,  or 8%, to $1,876,000 from $2,043,000 in
the fiscal quarter ended June 30, 1998 (the "Comparable Quarter").  This decline
in revenues was  principally  due to a decline of $1,314,000 in revenues  during
the Current Quarter in the Company's United States  translation and localization
services due to completion of a substantial  project during 1998 which accounted
for substantial  revenues in the Comparable  Quarter,  continued softness in the
Asian economies which has caused clients to postpone  projects intended for sale
in those markets, and increased competition in the software translation markets.
To address  these  issues,  the Company has hired  additional  salesmen  and the
dollar value of current  quotes  outstanding  has  increased  90% in the Current
Quarter over the Comparable Quarter.  However, due to the competitive conditions
in the  translation  markets,  increased  quotes  do not  necessarily  result in
immediate increases in sales.

         The Company's  future results of operations  will also benefit from the
acquisition of Planet Access,  which was consolidated  with the Company for only
two months of the Current  Quarter.  Planet  Access'  business has  continued to
experience  substantial  growth, with revenues increasing in the Current Quarter
by 111% over its results during the Comparable Quarter.  Planet Access  recently
received  a  multi-million   dollar  contract  to  develop  the  next-generation
e-commerce  product   comparison  site  for  brandwise,   LLC.  brandwise  is  a
newly-established  e-commerce  comparison  shopping  service  founded  by Hearst
Corp., Whirlpool Corp. and The Boston Consulting Group.

         Gross Profit.  Gross profit  decreased  from $960,000 in the Comparable
Quarter,  or 47% of sales, to $579,000 in the Current Quarter,  or 31% of sales.
The decrease in gross profit was partially  caused by higher  staffing levels in
its United States translation operations, which anticipated a number of projects
which were delayed by  customers.  To address this issue,  the Company  recently
reduced  staffing  levels at the United States  translation  operations.  In the
longer term,  the Company also is seeking to improve  gross profits by investing
in better  machine  translation  systems,  which  should  reduce  costs,  and by
developing   specialized  automated  translation  products  for  the  financial,
medical/pharmaceutical,     environmental,     information     technology    and
telecommunication  fields,  which should  provide a greater gross margin.  Gross
margin will also increase as Planet  Access,  with its higher gross  margin,  is
consolidated with the Company's translation and localization businesses.

         Selling,    General   and   Administration.    Selling,   general   and
administration ("SG&A") expenses increased by 57% to $578,279 during the Current
Quarter from $368,857 in the Comparable Quarter.  This increase in SG&A expenses
reflects  increased  marketing  expenditures  and  substantial  expenditures  to
develop the specialized automated translation products referred to above.

         Net Income (Loss).  The Company  incurred a net loss of $449,072 during
the Current  Quarter,  as compared to a profit of $208,286 during the Comparable
Quarter.  The net  loss in the  Current  Quarter  was  caused  by the  decreased
revenues, higher cost of sales and higher SG&A expenses discussed above.



<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         Historically,  the Company has funded its operations  with the proceeds
of its initial public offering in 1995, cash flow from operations, and bank line
of credit which is secured by a certificate of deposit.  The acquisitions of the
Word House Group and Planet Access were largely  financed by the issuance of the
Company's common stock as the major component of the consideration.

         The change in the Company's  strategic direction towards development of
advanced machine  translation  systems and facilitation of a web-based  strategy
has substantially  increased the Company's  working capital  requirements to the
point that cash flow from operations are  insufficient to sustain the Company at
its current level of activity.

         During the Current  Quarter,  the Company used $429,070 in  operations,
consisting  principally  of the net loss  (adjusted for non-cash  charges) and a
substantial increase in accounts receivable, principally at Planet Access, which
is experiencing substantial growth in its working capital requirements while its
business grows.

         Cash used in investment  activities in the Current Quarter increased by
approximately  $388,000 from the Comparable Quarter to approximately $500,000 by
virtue  of  the  capital  expenditure  of  approximately  $600,000  to  purchase
equipment, offset by repayment of $107,000 in loans to officers.

         During the next  twelve  months the  Company  anticipates  a need for a
substantial  increase in its capital  resources.  During the next twelve months,
the Company will require  payment of $240,000 in  developments  expenses for the
machine  translation  systems,  $600,000  for  product  launch of its  Financial
Express product,  and $900,000 in payment of the deferred  purchase price of the
acquisition of Planet Access. In addition, in April 2000 the Company potentially
will be required to repurchase  from the historic  shareholders of Planet Access
for $2,917,000  the Company  shares issued in the  transaction if the shares are
not listed on a securities  exchange or on NASDAQ and the value per share at the
time is not at least $7.00.

         Cash flow from operations, together with currently-available resources,
will be insufficient to meet these  obligations.  The Company recently  retained
one investment  banking firm to assist it in developing a financing plan to fund
its need for additional capital. The Company will likely be exploring a range of
financing  options,  including the public or private  issuance of debt or equity
securities.  In addition,  the Company retained another firm to seek a strategic
partner  for one or more of its  businesses.  Although  the  Company is actively
pursing each of these  alternatives and believes that it will be able to will be
able to obtain the required financing, there can be no assurance that it will be
successful  in  completing  the  financing  required  by its  business  plan  on
commercially  acceptable  terms,  if at all. If the Company were to be unable to
obtain  financing  for its  business  plan,  it would be  required to reduce the
number  of  projects  in  development   and/or  sell  or  discontinue   existing
operations.



<PAGE>

YEAR 2000 ISSUE

         The Year 2000 Issue is the result of computer  programs  being  written
using two digits rather than four to define the  applicable  year. The Company's
computer  programs or  hardware  that have  date-sensitive  software or embedded
chips may  recognize  a date  using "00" as the year 1900  rather  than the year
2000.  This  could  result  in  a  system  failure  or  miscalculations  causing
disruptions of operations,  including, among other things, a temporary inability
to process  transactions,  send invoices,  or engage in similar normal  business
activities.

         The  Company's  plan to  resolve  the  Year  2000  Issue  involves  the
following four phases: assessment,  remediation, testing and implementation.  To
date,  the Company has  completed  its  assessment  of all systems that could be
significantly  affected  by the Year  2000.  The  Company  is  primarily  in the
business of providing  services but those  services are  supported by the use of
computer  hardware  and  software  systems in the  production  of a  substantial
portion of those services. The Company's vendors consist primarily of individual
translators  and  other  service  professionals  who  are  not  expected  to  be
materially  impacted by the Year 2000 Issue.  The Company is also dependent upon
third party suppliers for utility services and telecommunications  capabilities.
The Company has its primary  locations in  geographically  diverse  locations in
North  America,  Europe and Asia.  If one of the Company's  locations  should be
unable to operate  due to the Year 2000 Issue  affecting  one of its third party
supplies,  the Company believes that replacement services could be rendered from
another of the Company's locations.

         The Company has not yet completed a  comprehensive  study as to whether
its third party suppliers and strategic partners are Year 2000 compliant.  It is
in the  process  of  gathering  information  bout the Year 2000  status and will
continue to assess and monitor their compliance.

STATUS

         The Company has completed a full evaluation of all of its systems,  the
Company has began the remediation phase and believes it is 60% complete with the
information already obtained in the evaluation  process.  The Company expects to
have all  critical  systems  and  hardware  replaced  before  October  1,  1999.
Following  these  replacements,  the  Company  plans to test all  equipment  and
software.  The testing  phase will be completed no later than  November 1, 1999.
During  the  period of  testing  the  critical  systems,  any system or piece of
equipment that is found to be non-compliant,  will be retired and replaced.  The
Company does not expect the cost to replace such equipment to be material.

THIRD PARTIES

         The Company has queried its significant supplies and strategic partners
that do not share  information  systems with the  Company,  but has not received
answers to all of its queries. To date, the Company is not aware of any of these
third parties with a Year 2000 Issue that would materially  impact the Company's
results of operations, liquidity, or capital resources. However, the Company has
no means of ensuring  that they will be Year 2000 ready.  The inability of those
third parties to complete their Year 2000 resolution process in a timely fashion
is not expected to materially  impact the Company.  The Company believes that it
could  partially  compensate for the failure of those third parties to comply by
utilizing  its  operations  in other  geographic  locations  to meet the  client
requirements or by using alternate suppliers.



<PAGE>

COSTS

         The Company will utilize  primarily  internal  resources to  reprogram,
replace,  test and implement  the software and operating  equipment for required
Year 2000  modifications.  The total costs of the Year 2000 project is estimated
at $85,000 and is being funded through operating cash flows. To date the Company
has incurred  approximately  ($25,000  expensed and $10,000  capitalized for new
equipment),  related  to all  phases  of the Year  2000  project.  Of the  total
estimated remaining project costs, approximately $30,000 is related to [software
up-grades].  The remaining  $20,000 will be spent for testing and  monitoring of
remaining systems.

RISKS

         Management believes it has an effective program in place to resolve the
Year 2000 Issue in a timely  manner.  As noted  above,  the  Company has not yet
completed all necessary  phases of its Year 2000 program.  In the event that the
Company  does not complete  any  additional  phases,  the  Company's  ability to
produce certain orders may be negatively impacted. More importantly, disruptions
resulting  from Year 2000 Issues in the world economy in  geographies  where the
Company or its clients have  significant  operations  could adversely affect the
Company.

         The Company may be unable to meet services  commitments due to computer
system failure.  The amount of potential  liability,  lost revenue,  and damages
cannot be reasonably estimated at this time.

CONTINGENCY PLANS

The Company currently has no contingency plans in place in the event it does not
complete all phases of the Year 2000 program because of the planned changes. The
Company  plans to  reevaluate  its  status of  completion  in  October  1999 and
determine whether such a plan is necessary

<PAGE>



PART II - OTHER INFORMATION


Item I. Legal Proceeding - none
        ----------------

Item 2. Changes In Securities - none
        ---------------------

Item 3. Defaults Upon Senior Securities - n.a.
        -------------------------------

Item 4. Submission Of Matters To A Vote Of Security Holders - none
        ---------------------------------------------------
Item 5. Other Information - none
        -----------------

Item 6. Exhibits And Reports Of Form 8-K -

          (a)      Exhibit
                   Exhibit 27 - Financial Data Schedule

          (b)      Reports on Form 8-K

     May 27,  1999  announcing  the  appointment  of Wiss & Co.  as  Independent
     Auditors

     June 14, 1999 announcing the acquisition of Planet Access Networks, Inc.



                                   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.


                                                     The Translation Group, Ltd.



Dated  August 16, 1999                               /s/ Charles D. Cascio
       ---------------                               ---------------------------
                                                     Charles D. Cascio
                                                     President & CEO


Dated  August 16, 1999                               /s/ Charles D. Cascio
       ---------------                               ---------------------------
                                                     Charles D. Cascio
                                                     Principal Financial Officer




<TABLE> <S> <C>

<ARTICLE>                     5
<LEGEND>
                                                                    Exhibit (27)

                             Financial Data Schedule
                         For Period Ended June 30, 1999

                           THE TRANSLATION GROUP, LTD

THIS SCHEDULE  CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM FINANCIAL
STATEMENTS OF  THE TRANSLATION  GROUP, LTD  FOR THE PERIOD ENDED  JUNE 30, 1999,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

</LEGEND>

<S>                             <C>
<PERIOD-TYPE>                    3-mos
<FISCAL-YEAR-END>                              MAR-31-1999
<PERIOD-END>                                   JUN-30-1999
<CASH>                                         1,324,749
<SECURITIES>                                           0
<RECEIVABLES>                                  1,321,077
<ALLOWANCES>                                      49,648
<INVENTORY>                                            0
<CURRENT-ASSETS>                               3,315,547
<PP&E>                                         2,601,784
<DEPRECIATION>                                 1,085,816
<TOTAL-ASSETS>                                 9,059,138
<CURRENT-LIABILITIES>                          2,331,074
<BONDS>                                                0
                                  0
                                            0
<COMMON>                                           2,260
<OTHER-SE>                                     3,853,198
<TOTAL-LIABILITY-AND-EQUITY>                   9,059,138
<SALES>                                        1,876,295
<TOTAL-REVENUES>                               1,876,295
<CGS>                                          1,297,705
<TOTAL-COSTS>                                  1,027,222
<OTHER-EXPENSES>                                       0
<LOSS-PROVISION>                                       0
<INTEREST-EXPENSE>                                24,476
<INCOME-PRETAX>                                 (449,072)
<INCOME-TAX>                                           0
<INCOME-CONTINUING>                             (449,072)
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                    (449,072)
<EPS-BASIC>                                      (0.18)
<EPS-DILUTED>                                      (0.18)



</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission