SECURITIES & EXCHANGE COMMISSION
WASHING, D.C. 20549
FORM 10-QSB
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended March 31, 2000
/ / TRANSITIONAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934. For the transition period from. . . to. . .
Commission File No. 000-24551
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TRANS-GLOBAL HOLDINGS, INC
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(Name of Small Business Issuer in its Charter)
Nevada 88-0365119
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State or other jurisdiction of I.R.S. Employer
Incorporation or organization Identification No.
1719 S. Mannheim Road, Des Plaines, IL. 60018-2143
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Address of principal executive office Zip Code
Issuer's telephone number: (847)827-5950
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None
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Former name and address, if changed since last report
Check whether the issuer has (1) filed all reports required by Section 13 or 15
(d) of the Exchange Act during the past 12 months, and (2) been subject to such
filing requirements for the past ninety (90) days. Yes X No
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Applicable only to corporate issuers
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable
As of March 31, 2000, the Company had 28,660,109 of its $0.005 par value Common
Shares outstanding.
Transitional Small Business Disclosure Format (check one); Yes No X
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INDEX
PART I-FINANCIAL INFORMATION
Item 1 Unaudited Financial Statements
Balance Sheet as of March 31, 2000
Statement of Operations for the three-month period ended March 31,
2000 (Unaudited)
Statement of Stockholders' Equity for the three-month period ended
March 31, 2000 (Unaudited)
Statement of Cash Flow for three-month period ended March 31, 2000
(Unaudited)
Notes to Financial Statements
Item 2 Management's Discussion and Analysis
PART II- OTHER INFORMATION
Item 1 Legal Proceedings
Item 2 Changes in Securities
Item 3 Defaults upon Senior Securities
Item 4 Submission of Matters to Vote of Security Holders
Item 5 Other Information
Item 6 Exhibits and Reports on Form 8-K
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The following unaudited financial statements contain information regarding
the results of operation and balance sheet of Trans-Global Holdings, Inc. a
Nevada corporation formerly known as Lionshead Entertainment, Inc., for the
quarterly period ended and as of March 31, 2000.
<TABLE>
<CAPTION>
TRANS-GLOBAL HOLDINGS, INC.
BALANCE SHEET
(A Development Stage Company)
March 31, 2000
(Unaudited)
ASSETS
<S> <C>
Current Assets:
Cash in Bank 2,753
Accounts Receivable 34,162
Notes Receivable 1,000,000
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Total Current Assets 1,036,915
Amortization (Net) 495
Investments:
Non-Publicly Traded Securities 1,500,000
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TOTAL ASSETS 2,537,410
LIABILITIES AND SHAREHOLDERS' EQUITY
Long Term Liabilities
Loans Payable Shareholders 30,350
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TOTAL LIABILITIES 30,350
Capital Stock
Common Stock: Authorized Shares 50, 000,000; 119,653
par value $.005: issued and outstanding
28,660,109 shares
Preferred Stock: Authorized 25,000,000.
Par value $.001, none issued and outstanding
Contributed Capital 2,535,000
Profit accumulated during development stage 1,915
Retained earnings -149,508
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Total Shareholders' Equity 2,507,060
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TOTAL LIABILITIES AND 2,537,410
SHAREHOLDERS' EQUITY
</TABLE>
See Notes to Financial Statements
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<TABLE>
<CAPTION>
TRANS-GLOBAL HOLDINGS, INC
STATEMENT OF OPERATIONS
(A Development Stage Company)
March 31, 2000
(Unaudited)
March 31 March 31
2000 1999
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<S> <C> <C>
Revenue 34,162 (X)
Expenses
Professional Services 980
Outside Services 500
Postage 18
Travel 4011
Bank Charges 10
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TOTAL EXPENSES 5519
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NET PROFIT 28,643
(X) There was no activity in the first quarter of 1999
Earnings per share $ 0.01
Weighted average number of
shares outstanding 9,448,161
</TABLE>
See Notes to Financial Statements
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<TABLE>
<CAPTION>
TRANS-GLOBAL HOLDINGS, INC
STATEMENT OF STOCKHOLDERS' EQUITY
(A Development Stage Company)
Common Stock Accumulated
------------- Profit during Total
Number Contributed Development Shareholders'
of Shares Amount Capital Stage Equity
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<S> <C> <C> <C> <C> <C>
Prior to January 1, 1999
Issuance of shares at 9,090,110 119,653 119,653
Approximate $o.067
January 29, 1999
Issuance of shares 10,000,000
for service
March 4, 1999
Issuance of shares at $.50 70,000 35,000 35,000
per share for cash
September 23, 1999
Issuance of shares at $0.20 5,000,000 1,000,000 1,000,000
per share for note
December 1, 1999
Issuance of shares at $3.00 333,332 1,000,000 1,000,000
per share for stock
December 15, 1999
Issuance of shares 4,000,000
for service
December 15, 1999
Issuance of shares at $3.00 166,667 500,000 500,000
per share for stock
Net loss period ended -147,593 -147,593
March 31, 2000
Balance March 31, 2000 28,660,109 119,653 2,535,000 -147,593 2,507,060
</TABLE>
See Notes to Financial Statements
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<TABLE>
<CAPTION>
TRANS-GLOBAL HOLDINGS, INC
STATEMENT OF CASH FLOW
(A Development Stage Company)
March 31, 2000
(Unaudited)
For three
months ended
March 31, 2000
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<S> <C>
Operating Activities
Net (loss) income for the period 28,643
Adjustments to reconcile net
Cash used by operations
(Increase) decrease in accounts receivable -34,162
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Net Cash (Used) by Operating Activities -5,519
Cash at beginning of period 8,272
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Cash at end of the period 2,753
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</TABLE>
See Notes to Financial Statements
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TRANS-GLOBAL HOLDINGS, INC
(A Development Stage Company)
Notes to Financial Statements
March 31, 2000
1. Organization and summary of significant accounting policies
Organization and Going Concern
Trans-Global Holdings, Inc (the "Company"), whose name was changed from Western
Union Capital Corporation (WUCC) in 1997, was originally incorporated in April
17, 1996 under the laws of Nevada. It was organized for the purpose of providing
a number of different financial services, including the financing of personal
property, leasing, and reinsurance. Due to the death of it's founder, the then
Board of Directors on May 9, 1997 changed the name of the corporation to
Lionshead Entertainment Corporation (LHED) and pursued the development of a
Senior Channel, considered to be a highly profitable market segment. The company
did not reach its expectations and a new management team was brought in to
change the direction of the company. On February 1, 1999 the company name was
changed to Trans-Global Holdings, Inc. The company is presently operating as an
Investment and Consulting Company.
The company is a developing stage entity and is primarily engaged in Investment
and consulting in the construction, data communication and graphics design
markets. The initial focus of the Company's efforts is to market those products.
The Company has substantial experience in conducting and managing the various
products.
The accompanying financial statements, for the three months ended March 31, 200,
have been prepared on a going concern basis, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of business.
As shown in the March 31, 2000 financial statements, the Company generated a
profit, which offset the loss experienced in year 1999.
BASIS OF ACCOUNTING- The accompanying financial statements are prepared using
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the accrual basis of accounting where revenues are recognized when earned and
expenses are recognized when incurred. The basis of accounting conforms to
generally accepted accounting principles.
BASIS OF PRESENTATION-
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THREE Months Ended March 31, 2000- The unaudited interim financial statement was
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission and, in the opinion of the Company,
reflect all adjustments (consisting only of normal recurring adjustments) and
disclosures which are necessary for a fair presentation. The results of
operation for the three months ended March 31, 2000 are not necessarily
indicative of the results of the full year.
ESTIMATES- The preparation of financial statements in conformity with generally
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accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during the reported
period. Actual results could differ from those estimates.
INCOME TAXES- Deferred income taxes are reported using the liability method.
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Deferred tax assets are recognized for deductible temporary differences and
deferred tax liabilities are recognized for taxable temporary differences.
Temporary differences are differences are differences between the reported
amounts of assets and liabilities and their tax bases. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of the management, it is
more likely than not that some portion of all of the deferred tax assets will
not be realized. Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws and rates on the date of enactment.
EARNINGS (LOSS) PER SHARE- earnings per share are computed by dividing net
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income (loss) by the weighted-average number of shares issued and outstanding
during the reporting period. Shares issued or purchased during affect the amount
of shares outstanding and are weighted by the fraction of the period they are
outstanding.
NOTES RECEIVABLE- notes receivable consists of five Secured Corporate Notes from
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five different corporations, payment is guaranteed by a major brokerage house.
The notes are dated, December 8, 1999, maturing on June 8, 2000, with an
additional renewal of six months, maturing on December 8, 2000. There is no
stated rate of interest. In addition, security for the notes is 5,000,000 shares
of Trans-Global Holdings, Inc., which would be returned as final settlement if
the notes were not paid inclusive of the renewal period.
INVESTMENTS-
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Non-Publicly Traded Corporation Stock-This investment consists of 400 shares of
common stock of Thermal-Systems Worldwide, Inc., (TSWI) a closely held private
Illinois corporation and is valued at cost of $1,000,000 which represents a
forty per cent (40%) ownership interest. The management of Trans-Global
Holdings, Inc., considers the forty per cent (40%) interest as a no controlling
passive ownership interest.
Non-Publicly Traded Corporation Stock-This investment consists of 500 shares of
common stock of Business Computers, Inc., (BCI) a closely held private Illinois
corporation and is valued at cost of $400,000 which represents a fifty per cent
(50%) ownership interest. The management of Trans-Global Holdings, Inc.,
considers the fifty per cent (50%) interest as a no controlling passive
ownership interest.
Non-Publicly Traded Corporation Stock- This investment consists of 500 shares of
common stock of Picture Perfect (PP) (Bcar LTD), a closely held private Illinois
corporation and is valued at cost of $100,000 which represents a fifty per cent
(50%) ownership interest. The management of Trans-Global Holdings, Inc.,
considers the fifty per cent (50%) interest as a no controlling passive
ownership interest.
CAPITAL STOCK
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Common Stock- See Statement of Stockholders' Equity Schedule.
Preferred Stock-No preferred stock has been issued.
<PAGE>
INCOME TAXES
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The Company has cumulative net operating losses of approximately $176,236 at
December 31, 1999, which are expected to provide future tax benefits for both
Federal and State purposes. A valuation allowance for the entire benefit has not
been recognized, as it is not reasonable to estimate when or if the benefit will
be realized.
ITEM 2 MANAGEMENT DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED
MARCH 31, 2000
The following discussion is intended to provide an analysis of the Company's
financial condition and Plan of Operation and should be read in conjunction with
the Company's financial statements and the notes thereto. The matters discussed
in this section that are not historical or current facts deal with potential
future circumstances and developments. Such forward-looking statements include,
but are not limited to, the development plans for the technologies of the
Company, tends in the results of the Company's development, anticipated
development plans, operating expenses and the Company's anticipated capital
requirements and capital resources. The Company's actual results could differ
materially from results discussed in the forward-looking statements.
The Company has generated Gross Revenue of $34,162 from operations during the
first three months ended March 31; 2000.The Company anticipates generating
revenues from sales derived from the investment companies.
The following represents the companies and their respective activities:
Trans-Global Holdings owns (40%) of the issued and outstanding common stock of
Thermal-Systems Worldwide, Inc. Thermal-Systems Worldwide, Inc., has recently
approved the purchase of an 119,500 square feet manufacturing plant in Aurora,
Illinois. The building will serve a corporate office and a manufacturing plant
that will manufacture component parts to build affordable housing. The plant is
designed to produce 4,000 units per week at an average wholesale price of
$40,000 per unit at capacity approximately $160,000,000 annually. All the homes
built are HUD approved and in the Chicago area there is a need to build
affordable housing and there is approximately 3 billion dollars set aside for
this type of development.
There is also a plant to be built in Leesburg, Georgia, where the need for
housing is as great in Georgia and in Chicago. The plant will be approximately
120,000 square feet and the production capability is will be the same as the
Chicago plant.
Thermal-Systems Worldwide, Inc. has signed a contract and received $400,000,000
to build homes in Nigeria. In addition, there are contracts pending to build a
total 10,000 homes in Puerto Rico, Dominica, and the Dominican Republic.
Trans-Global Holdings, Inc., owns (50%) of the issued and outstanding common
stock of Business Computers. Business Computers, Inc, anticipates generating
gross revenues of 6 to 7 million dollars for the year 2000. Presently the
company has booked a $1,000,000 dollar contract with the local school district.
In addition, Business Computers, Inc. has secured several contract to deliver
hardware and software to several auto dealers, this business can develop into a
10 million dollar business by itself.
Trans-Global Holdings, Inc., owns (50%) of the issued and outstanding common
stock of Picture Perfect (Bcar LTD). Picture Perfect anticipates gross revenues
of approximately 2, 000,000 dollars for year 2000. The company designs and
produces large format digital printing for banners, posters, trade show
graphics, displays, and point of purchases, promotions, window signs and graphic
enlargements. Picture Perfect also provides digital printing for flyers,
brochures and direct mail. These items can be printed on any of 50 materials,
including paper, vinyl, tyvek and even silk
The Company's financial position, operating results and future investment
opportunities appears to demonstrate great growth and even greater future
profits .To the extent that the Company is successful in its financing
activities, the Company intends to devote substantially all of its financial
resources towards the continued development and marketing of its technology
service to the computer, graphics and construction industries. Capital will also
be used for corporate and administrative expenses and general working capital.
FORWARD-LOOKING STATEMENTS
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When included in this Quarterly Report on Form 10-QSB, the words "expects,"
"intends," "anticipates," "plans," "projects," and "estimates," and analogous
or similar expressions are intended to identify forward-looking statements. Such
statements, which include statements contained in Item 2 hereof, are inherently
subject to a variety of risks and uncertainties the could cause actual results
to differ materially from those reflected in such forward-looking statements.
These forward-looking statements speak only as of the date of this Quarterly
Report on Form 10QSB. The Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statement contained herein to reflect any change in the Company's expectations
with regard thereto or any change in events, conditions or circumstances on
which any such statement is based.
<PAGE>
PART II -OTHER INFORMATION
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ITEM 1 LEGAL PROCEEDINGS
The Company knows of no legal proceedings to which it is a party or
To which any of its property is the subject, which are pending,
threatened or contemplated or any unsatisfied judgments against the
Company.
ITEM 2 CHANGES IN SECURITIES
None
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4 SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
None
ITEM 5 OTHER INFORMATION
None
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
None
SIGNATURES
In accordance with 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.
Trans-Global Holdings, Inc.
Dated: May 20, 2000
By John F. La Monica, Chief Executive Officer
S/S John F. La Monica
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