TRANS-GLOBAL HOLDINGS, INC.
TABLE OF CONTENTS
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FORM 10-SB . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Alternative Disclosure Formats (Items 1-8) . . . . . . . . . . . . 2-4
Part II (Items 1-5). . . . . . . . . . . . . . . . . . . . . . . . 4-5
Auditors Letter. . . . . . . . . . . . . . . . . . . . . . . . . . 6
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . 7-9
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . 10-11
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 2Q549
FORM 1O-SB
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
TRANS-GLOBAL HOLDINGS. INC.
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(Name of Small Business Issuer in its charter)
(State or other jurisdiction of Incorporation or organization)
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
Des Plaines, Illinois 60018-2143
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(Address or principal (Zip Code)
executive offices
Issuer's telephone number, (847) 827-5950
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Securities registered pursuant to Section 12(b) of the Act
Title of each class Name of each exchange
on which registered
None None
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Securities registered pursuant to Section 12(g) of the Act; (Title of Class)
Common Stock
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(Title of Class)
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Item 1. Description of Business
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The Company's principal office is located at 1719 S. Mannheim Road, Des Plaines,
Illinois 60018-2143. As used herein, the term "Company" refers to Trans-Global
Holdings. Inc., and its subsidiaries, unless otherwise indicated or the context
otherwise suggests, and the terms Registrant and "Company" are used
interchangeably. Western Union Capital was incorporated on April 17, 1996 in the
State of Nevada.
The Company was organized for the purpose of providing a number of different
financial services including the financing of personal property, leasing end
providing reinsurance The Company considered the feasibility of acquiring other
finance companies engaged in the same type of financial operations.
On or about May 9, 1997 the company name was changed to Lionshead Entertainment
Corporation. Management decided to enter the Seniors Market, which was
considered to be a highly profitable market. The Company was in the development
stage of a Senior Channel, a Senior Life Style Show and purchased the following
programs:
a. Gospel Music Hair
b. Big Band Hour
c. The Low Fat Gourmet
d. The Senior Travel Show
e. The Washington Spy
f. Whatever Happened to?
g. Senior Health and Fitness Report
The Company did not reach its expectations in the entertainment business and
management 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 new management, because of their broad business experience has decided to
become involved in business that will bring instant stability and profitability
to the corporation.
Item 2. Management's Discussion and Analysis of Plan of Operation
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On December 15, 1999 the Company acquired a 50% ownership of the issued and
outstanding stock of Business Computers, Inc. Business Computers, Inc. is a full
service network integration and data communication company. BCI provides
products and services to build and manage computer network infrastructures for
the education and business communities. The range of network and
telecommunications
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expertise combined with the knowledge of today's business environment has given
the company the ability to stay at the forefront of the technology based
business solutions market. The company Combines business intelligence with
state-of-the-art technology with customized, integrated, single-source IT
solutions. The company solutions eliminate the risk customer's face using our
technology, thereby allowing them to focus on their core competencies. The
company's mission is to ensure the integrity, reliability and functionality of
the clients network. The company provides the appropriate level of expertise for
the problem at hand, thereby, reducing downtime and related costs. The Company
has acquired the assets on December 15, 1999; however, the Company will not
participate in the financial systems until January 1, 2000.
On December 1, 1999 the Company acquired a 40% ownership of Thermal Systems
Worldwide, Inc., which was founded to provide and manufacture building
components for the construction industry. The company provides weather resistant
(hurricane, tornado. etc.) homes and commercial buildings for a cross section of
construction (affordable to high end). The condition of the industry is such
that panelized concrete and building block is rapidly replacing wood based
construction techniques. However, insulation is the problem for all of the past
and present methods of construction. Thermal Systems developed a truss panel
wall with polyurethane insulation built in, end will manufacture the panel wall
in 3 inch to 6 inch depths. A customized concrete mixture is blown on these
walls solving the insulation problems with concrete. The installation time
erecting structures is another problem and by using the panel wall erected by
common labor crews, the time erecting structures are greatly reduced while
producing a much stronger wall. The company has requests from Panama, Porto
Rico, and the Dominican Republic to build approximately 10,000 homes. The
Company has acquired the assets on December 1,1999; however, the Company will
not participate in the financial systems until January 1, 2000.
On December 15, 1999 the Company has acquired a 50% ownership of Pretty Picture,
Inc., which was incorporated in Illinois in 1995. The company designs and
produces large format digital printing, banners, posters, four color brochures,
window signs, truck signs, tradeshow materials, Realtor signs and exhibit items.
These items can be printed on any of over 50 substations, paper, vinyl, tynek
end even silk. We expect this company to become a strong growth performer in the
future. The Company has acquired the assets on December 15,1999; however, the
Company will not participate in the financial systems until January 1, 2000.
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The company has a program to build, develop and sell time-share communities.
Management is presently selecting sites that could be developed and used to
build facilities utilizing time-share specifications including all the necessary
amenities, such as, golf courses, tennis courts, clubhouse, boat ramps, etc.
The already acquired companies will each play a major role in the overall
Development, Operation and Success of this segment of our future business.
Item 3. Description of Property N/A
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Item 4. Security Ownership of Certain Beneficial Owners and Management N/A
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Item 5. Directors and Executive Officers, Promoters and Control Persons
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John F. La Monica, Chairman of the Board
Jacques Verhaak, President
Joanne M. La Monica, Secretary
Item 6. Executive Compensation N/A
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Item 7. Certain Relationships and Related Transactions NA
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Item 8. Description of Securities
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The stock is publicly traded common stock traded on the OTCUB.
PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity and
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Related Shareholder Matters
The market price of the stock has changed dramatically over a period of time
during the year the stock was selling for as much as three dollars a share, to a
low of fifteen cents per share. No dividends were declared.
Item 2. Legal Proceedings
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A case filed in the United state District Court for the Southern District of
Florida with the Securities end Exchange Commission as Plaintiff vs. Globus
Group, Inc., Bruce Gorcyca A/K/A Anthony Dimarco, China Food and Beverage Co.,
James Tilton, Trans-Global Holdings, Inc., and Jacques Verhaak. The SEC issued a
restraining order from violating the anti-fraud provisions of the securities
laws and froze the assets to the Globus Group, Inc., Bruce Gorcyca, A/K/A
Anthony Dimarco. Trans-Global Holdings, Incand Jacques Verhaak were named in
the above- mentioned lawsuit because Globus and Dimarco were hired to advertise
and promote Trans-Global Holdings, Inc. Unfortunately, Globus and Dimarco
submitted false and misleading information, which we had no control over. We are
confident that this case will be settled with no material effects to the
corporation.
The second case is A Summons and Complaint filed in the State of New York by
American Cardiac Equipment, Inc., (ACEI) where Lionshead Entertainment
Corporation (LHED) is a defendant. The Complaint was due to the Companies
relationship with International Heart Diagnosis Instruments (IDHI). which was
subsequently rescinded. ACEI contractual relationship with IHDI, should dismiss
LHED from the Complaint, and the Company expects this action to have no material
effect.
Item 3. Changes in and Disagreements with Accountants. N/A
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Item 4. Recent Sales of Unregistered Securities N/A
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Item 5. Indemnification of Directors and Officers N/A
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JACK BOCKENTHIEN
certified public accountant
4615 NORTHPARK DRIVE
COLORADO SPRINGS
COLORADO 80918
719.593.1333
TO THE BOARD OF DIRECTORS
STOCKHODERS
TRANS-GLOBAL HOLDINGS INC
In my opinion, the accompanying balance sheet and the related statements of
operations and cash flows present fairly, in all material respects the financial
position of Trans-Global Holdings, Inc. at December 15, 1999 and the results of
its operations for the eleven and one-half months then ended, in conformity with
generally accepted accounting practices. The financial statements are the
responsibi1ity of the organization's management; my responsibility is to express
an opinion on these financial statements based upon my audit. I conducted the
audit of the statements in accordance with generally accepted auditing standards
which require that I plan and perform the audit to obtain reasonable assurance
as to whether the financial statements are free of material misstatement, An
audit includes. examining. on a test basis, evidence supporting the amounts and
disclosures in the financial statements assessing the accounting principles used
and significant estimates made by management, and evaluating the overall
financial statement presentation. I believe that my audit provides a reasonable
basis for the opinion expressed above.
/S/ JACK BOCKENTHIEN
Colorado Springs, Colorado
December 30, 1999
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<TABLE>
<CAPTION>
TRANS-GLOBAL HOLDING, INC.
(A Holding Company)
BALANCE SHEET
December15, 1999
<S> <C>
ASSETS:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,272
Notes Receivable (Note 1). . . . . . . . . . . . . . . . . . . . 1,000,000
Investments (Note 2) . . . . . . . . . . . . . . . . . . . . . . 1,500,000
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Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . 2,508,272
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LIABILITIES:
Shareholders' equity
Common Stock: Authorized Shares, 50,000,000;par value. $005
issued and outstanding, 21,850,110. . . . . . . . . . . . . 109,251
Preferred Stock: Authorized Shares, 25,000,000;par value. $001:
issued and outstanding, None
Additional paid-in-capital . . . . . . . . . . . . . . . . . . . 2,520,010
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Deficit accumulated during
the development stage. . . . . . . . . . . . . . . . . . . . . . -120,989
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Total Shareholders' Equity . . . . . . . . . . . . . . . . . . . 2,508,272
Total Liabilities and Shareholders' Equity . . . . . . . . . . . 2.508,272
=========
</TABLE>
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<TABLE>
<CAPTION>
TRANS-GLOBAL HOLDINGS, INC.
STATEMENT OF OPERATIONS
Period: January 1. 1999 thru December 15, 1999
<S> <C>
Sales . . . . . . . . . 0
Expenditures:
Legal expenses. . . . . 9,727
Professional Services . 1,555
Printing. . . . . . . . 141
Postage . . . . . . . . 129
Advertising & Promotion 12,003
Bank Changes. . . . . . 67
Travel. . . . . . . . . 3,106
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Total Expenditures. . . 26,728
Net Operating Loss. . . -26,728
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</TABLE>
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<TABLE>
<CAPTION>
TRANS-GLOBAL HOLDINGS, INC.
STATEMENTS OF CASH FLOWS
Period: January 1,1999 thru December 15, 1999
<S> <C>
Cash flows from operating activities:
Net Loss. . . . . . . . . . . . . . . -26,728
Cash, beginning of period . . . . . . 35,000
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Cash, end of period . . . . . . . . . 8278
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TRANS-GLOBAL HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
I Summary of Significant Accounting Policies
Company- Trans-Global Holdings, Inc. ("THGI" or The Company"), a Nevada
Corporation was formed and began operations on April 17, 1996. The Company is
presently acquitting positions in company that require our management and
financial expertise. In addition, the Company is locating properties to
purchase, develop, build and sell to time-share clients. Sales and/or income
will begin in year 2,000.
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 principals.
Note 1. NOTES RECEIVABLE
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Notes receivable consists of five million shares of stock that was sold to five
investment companies equally. There is no interest. There is no due date. These
notes are highly liquid, depending upon the sale of stock for proceeds.
Note 2. INVESTMENTS
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Non-Publicly Traded Company Stock- This investment consists of 500 shares of
common stock of Business Computers. Inc., a closely held private corporation and
is valued at acquisition cost of $400,000.00, which represents a fifty per cent
(50%) ownership interest. Acquired December 15, 1999, with accounting
consolidation not to begin until January 1, 2000. This organization has been in
business for eight years and is profitable.
Non-Publicly Traded Company Stock- This investment consists of 500 shares of
common stock of Pretty Pictures, Inc., a closely held private corporation and is
valued at acquisition cost of $100,000. Which represents a fifty per cent (50%)
ownership interest. Acquired December 15, 1999, with accounting consolidation
not to begin until January 1, 2000.This Company has been in business for five
years and is profitable.
Non-Publicly Traded Company Stock- This investment consists of 400 shares of
common stock of Thermal -Systems Worldwide, Inc., a closely held private
corporation and is valued at acquisition cost of $1,000,000.
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Which represents forty per cent (40%) ownership interest. Acquired December 1,
1999, with accounting consolidation not to begin until January 1, 2000. This
organization, a development company. Will require an infusion of capital to
realize its potential.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Trans-Global Holdings, Inc.
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Registrant
Date: December 29, 1999 By: /s/ John F. La Monica
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John F. La Monica
Chairman of the Board
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