SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934. For the quarterly period ended September 30, 2000
/ / TRANSMITIONAL 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
TRANS-GLOBAL HOLDINGS, INC.
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(Name of Small Business Issuer in its Charter)
Nevada 84-0365119
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State or other jurisdiction of I.R.S. Employer
Incorporation or organization Identification No.
1719 S. Mannheim Road 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 September 30, 2000, the Company had 29,660,109 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
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Item 1. Unaudited Financial Statements
Balance Sheet as of September 30, 2000 (Unaudited)
Statement of Operations for the nine-month period ended September 30, 2000 (Unaudited)
Statement of Shareholders' Equity for the nine-month period ended September 30, 2000 (Unaudited)
Statement of Cash Flow for nine-month period ended September 30, 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 period
ended as of September 30, 2000
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TRANS-GLOBAL HOLDINGS, INC
BALANCE SHEET
(A Development Stage Company)
September 30, 2000
(Unaudited)
ASSETS
Current Assets:
Cash In Bank 1,144
Accounts Receivable 65,079
Notes Receivable 1,000,000
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Total Current Assets 1,066,223
Amortization (Net) 495
Investments:
Non-Publicly Traded Securities 1,500,000
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TOTAL ASSETS 2,566,718
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities;
Accounts Payable 7,586
Loans Payable Shareholders 32,850
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TOTAL LIABILITIES 40,436
CAPITAL STOCK
Common Stock: Authorized Shares 50,000,000: 119,653
Par value $0.005: issued and outstanding
29,660,109 shares
Preferred Stock: Authorized 25,000,000
Par value $0.001: none issued and outstanding
Contributed Capital 2,535,000
Profit accumulated during development stage 1,915
Retained earnings -130,286
Total Shareholders' Equity 2,526,282
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TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY 2,566,718
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See Notes to Financial Statements
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TRANS-GLOBAL HOLDINGS, INC.
STATEMENT OF OPERATIONS
(A Development Stage Company)
September 30, 2000
(Unaudited)
QUARTER YEAR
ENDED TO
September 30, 2000 DATE
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REVENUE 20,059 65,079
EXPENSES:
Professional service 1,326 2,306
Outside Services 719 3,361
Postage 82
Travel 4,011
Bank Charges 40 70
Legal Fees 1,500 6,384
Accounting Fees 1,000 1,000
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TOTAL EXPENSES 4,585 17,214
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NET PROFIT 15,474 47,865
(X) There was no acitvity in the third quarter of 1999
Earnings per share $ 0.01
shares outstanding
See Notes to Financial Statements 10,448,161
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TRANS-GLOBAL HOLDINGS, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
(A Development Stage Company)
September 30, 2000
Common Stock Accumulated
--------------------- Profit during Total
Number Contributed Development Shareholders'
of Shares Amount Capital Stage Equity
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Prior to January 1, 1999
Issuance to shares at 9,090,110 119,653 119,653
Approximate $0.067
January 29, 1999
Issuance of shares 10,000,000
for service
March 4, 1999
Issuance of shares at $0.50 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
for service 4,000,000
December 15, 1999
Issuance of shares at $3.00 166,667 500,000 500,000
per share for stock
December 15, 1999
Issuance of stock
for service 1,000,000
August 20, 2000
Net loss period ended -128,381 -128,371
September 30, 2000
Balance September 30, 2000 29,660,109 119,653 2535000 -128,371 2,526,282
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See Notes to Financial Statements
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TRANS-GLOBAL HOLDINGS, INC.
STATEMENT OF CASH FLOW
(A Development State Company)
September 30, 2000
(Unaudited)
For Nine
months ended
September 30, 2000
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Operating Activities
Net (Loss) income for period 15,474
Adjustments to reconcile Net
Cash used by operations
(increase) decrease in accounts receivable -20,059
(decrease) increase in accounts payable 770
Loan Received from Shareholder 2,500
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Net Cash (Used) for operating activities -1,315
Cash at beginning of the period 2,459
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Cash at end of the period 1,144
See Notes to Financial Statements
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TRANS-GLOBAL HOLDINGS, INC.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2000
1. Organization and summary of significant accounting policies
Organization and Going Concern
Trans-Global Holdings, Inc., (the "Company") whose name was changes 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
changes the name of the corporation to Lionshead Entertainment Corporation
(LHRD) 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 changes
to Trans-Global Holdings, Inc. The company is presently operating as an
Investment and Consulting Company.
The company is a development stage entity and is primarily engaged in
investment and consulting in the construction, data processing and graphics
design markets. The initial focus of the company's efforts is to market
those products.
The company has substantial experience in conducting the managing the
various products.
The accompanying financial statements for the nine months ended September
30, 3000, 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 September 30, 2000 financial
statements, the company generated a profit, which offset the loss
experienced in year 1999.
BASIS OF ACCOUNTING- The accounting 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 principals.
BASIS OF PRESENTATION- nine months ended September 30, 2000-The unaudited
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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 for normal recurring adjustments) and disclosures which
are necessary for a fair presentation. The results of operation for the
nine months ended September 30, 2000 are not necessarily indicative of the
results of the fully year.
ESTIMATES- The preparation of financial statements in conformity with
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generally 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 usinging the liability
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method. Deferred tax assets are recognized for deductible temporary
differences and deferred tax liabilities are recognized for taxable
temporary differences. Temporary 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
differed tax assets will not be realized. Deferred tax assets and
liabilities are adjusted for the effects of change 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 of shares issued and outstanding
during the reporting period. Shares issued or purchased during the period
affect the amount of shares outstanding and are weighted by the fraction of
the period they are outstanding.
NOTES RECEIVABLE- notes Receivable consist of five Secured Corporate Notes
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from five different corporations. The notes are dated, December 8, 1999,
maturing 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.
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INVESTMENTS-Non-Publicly Traded Stock- This investment consists of 400
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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 percent (40%) ownership interest. The management of
Trans-Global Holdings, Inc., considers the forty per cent (40%) as 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 a 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- See Statement of Stockholders' Equity Schedule.
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PREFERRED STOCK- No preferred stock has been issued.
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INCOME TAXES- The Company has cumulative net operating losses of
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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.
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ITEM 2 MANAGEMENT DISCUSSIONS AND ANALYSIS
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 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 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 Revenues of $34,162 from operations during
the first three months ended March 31, 2000, Gross Revenue of $10,858 from
operations for the next three months end June 30, 2000, and $15,474 from
operations for the next three months ended September 30, 2000. The Company
anticipates generating revenue from sales derived from the investments in
various companies.
The projected Gross Revenues did not meet the Company's expectations; due
to the Company's inability to generate sufficient capital to meet the
forecasted growth needs. The reason for the Company's adverse cash position
is due to the drop of the market price of its stock. Management is taking
steps to rectify the problem. The following represents the companies and
their respective activities:
Trans-Global Holdings, Inc., owns (40%) of the issued and outstanding
common stock of Thermal-Systems Worldwide, Inc. Thermal-Systems Worldwide,
Inc., is working on a financing package to acquire real estate in Illinois
and Georgia, in areas that are in great need for affordable housing. One of
the major reasons for the delay in receiving the financing is that
Trans-Global Holdings, Inc., has not been in a position to assist in the
process.
Thermal-Systems Worldwide, Inc. is also negotiating a joint venture with a
cabinet manufacturing company and an electrical company.
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Trans-Global Holdings, Inc., owns (50%) of the issued and outstanding
common stock of Business Computers, Inc. Business Computers, Inc., a
commercial network designer and installer. With TGHI's inability to arrange
the required funding for (BCI), the projected revenues will be well below
budget. Based on the current events year 2000 will not finish on a high
note, however it appears that in year 2001 revenues can reach 2 to 4
million dollars. This is due mainly to the growth in the installation
requirements at national automobile dealerships and the educational
markets.
Trans-Global Holdings, Inc., owns (50%) of the issued and outstanding
common stock of Picture Perfect (Bcar Ltd)., a digital wide format printer
and finisher. With TGHI's inability to arrange the required funding for
(BCAR Ltd) the projected revenues will be below budget. Based on the
current events year 2000 will not finish on a high note.
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 it's financing
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-When included in this Quarterly Report on Form
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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 that 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 10-QSB. 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.
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PART II-OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On August 11, 2000 the company reached a settlement with the SEC in a
civil matter regarding the Globus Group, Inc. et al (Case No:
99-1968-CIV-Jordon) however, the Court denied the SEC's request for
injunctive relief, using its discretion to make a finding that future
violations by the company are unlikely. The SEC filed a motion with
the Court to withdraw the settlement, which the Court granted on
October 4, 2000, and the SEC notified the company of its intent to
bring this matter to trial later on this year. It is expected that the
Court will also notified a Director of the company who also settled
with the SEC in the same civil case. The company believes that this
matter will be settled without a trial and does not believe that the
outcome will have a material effect.
ITEM 2. CHANGES IN SECURITIES
NONE
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
NONE
ITEM 4. SUBMISSION OF MATTERS TO VOTE SECURITY HOLDERS
NONE
ITEM 5. OTHER INFORMATION
NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
NONE
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SIGNATURES
In accordance with the requirements of the Security Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned.
Trans-Global Holdings, Inc.
Date: November 14, 2000
By: John F. La Monica, Chief Executive Officer
/s/ John F. La Monica
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