SECURITIES & EXCHANGE COMMISION
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 June 30, 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
TRANS-GLOBAL HOLDINGS, INC.
---------------------------
(Name of Small Business Issuer in its Charter)
Nevada 88-0365119
-------------------------------- -------------------
State or other jurisdiction of I.R.S. Employer
Incorporation or organization Identification No.
1719 S. Mannheim Road 60018-2143
--------------------------------------- -------------------
Address of principal executive office Zip Code
Issuer's telephone number: (847) 827-5950
--------------
None
-----------------------------------------------------------------
Former name and address, if changed since last report
Check whether the issuer has (I) 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
--- ---
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 June 30, 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
--- ---
<PAGE>
INDEX
Part I-FINANCIAL INFORMATION
Item 1. Unaudited Financial Statements
Balance Sheet as of June 30, 2000
Statement of Operations for the six-month period ended June 30, 2000
(Unaudited)
Statement of Shareholders' Equity for the six-month period ended
June 30, 2000 (Unaudited)
Statement of Cash Flow for six-month period ended June 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
<PAGE>
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 as of June 30, 2000.
<TABLE>
<CAPTION>
TRANS-GLOBAL HOLDINGS, INC.
BALANCE SHEET
(A Development Stage Company)
June 30, 2000
ASSETS
<S> <C>
Current Assets:
Cash in Bank 2,459
Accounts Receivable 45,020
Notes Receivable 1,000,000
---------
Total Current Assets 1,047,479
Amortization (Net) 495
Investments:
Non-Publicly Traded Securities 1,500,000
---------
TOTAL ASSETS 2,547,974
=========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Accounts Payable
Loans Payable Shareholders 6,816
30,350
---------
TOTAL LIABILITIES 37,166
Capital Stock
Common Stock: Authorized Shares 50,000,000: 119,653
par value $0.005: issued and outstanding
28,660,109 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 -145,760
Total Shareholders' Equity 2,510,808
---------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY 2,547,974
=========
</TABLE>
See Notes to Financial Statements
<PAGE>
<TABLE>
<CAPTION>
TRANS-GLOBAL HOLDINGS, INC.
STATEMENT OF OPERATIONS
(A Development Stage Company)
June 30, 2000
(Unaudited)
QUARTER YEAR
ENDED TO
June 30, 2000 DATE
-------------- ------
<S> <C> <C>
REVENUE Sep-29 45,020
EXPENSES:
Professional Services 980
Outside Services 2,142 2,642
Postage 64 82
Travel 4,011
Bank Charges 20 30
Legal Fees 4,884 4,884
-------------- ------
TOTAL EXPENSES 7,110 12,629
-------------- ------
NET PROFIT 3,748 32,391
============== ======
(X) There was no activity in the second quarter of 1999
Earnings per share $ 0.01
Weighted average number of
shares outstanding 9,448,161
</TABLE>
See Notes to Financial Statements
<PAGE>
<TABLE>
<CAPTION>
TRANS-GLOBAL HOLDINGS, INC
STATEMENT OF STOCKHOLDERS' EQUITY
(A Development Stage Company)
June 30, 2000
Common Stock Accumulated
---------------------- Profit during Total
Number Contributed Development Shareholders'
of Shares Amount Capital Stage Equity
---------- ----------- ----------- ------------- ---------
<S> <C> <C> <C> <C> <C>
Prior to January 1, 1999
Issuance of 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
Net loss period ended -143,845 -143,845
June 30, 2000
Balance June 31, 2000 28,660,109 119,653 2,535,000 -143,845 2,510,808
</TABLE>
See Notes to Financial Statements
<TABLE>
<CAPTION>
TRANS-GLOBAL HOLDINGS, INC.
STATEMENT OF CASH FLOW
(A Development Stage Company)
June 30, 2000
(Unaudited)
For Six
months ended
June 30, 2000
-------------
<S> <C>
Operating Activities
Net (loss) income for period 3,748
Adjustments to reconcile net
Cash used by operations
(increase) decrease in accounts receivable -10,858
(decrease) increase in accounts payable 6,816
-------------
Net cash (Used) by operating Activates -294
Cash at beginning of period 2,753
-------------
Cash at end of the period 2,459
</TABLE>
See Notes to Financial Statements
<PAGE>
TRANS-GLOBAL HOLDINGS, INC.
(A Development Stage Company)
Notes to Financial Statements
June 30, 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 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 and managing the various
products.
The accompanying financial statements for the six months ended June 30, 2000,
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 June 30, 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
---------------------
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- Six months ended June 30, 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 for normal
recurring adjustments) and disclosures which are necessary for a fair
presentation. The results of operation for the six months ended June 30, 2000
are not necessarily indicative of the results of the full year.
ESTIMATES- The preparation of financial statements in conformity with 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.
<PAGE>
INCOME TAXES-Deferred income taxes are reported using the liability 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 then 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 changes in
tax laws and rates on the date of enactment.
EARINGS (LOSS) PER SHARE- Earnings per share are computed by dividing net 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 consists of five Secured Corporate Notes from
----------------
five different corporations; payment is guaranteed by a major brokerage house.
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.
INVESTMENTS-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%) 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 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.
<PAGE>
CAPITAL STOCK-See Statement of Stockholders' Equity Schedule
--------------
Preferred Stock- No preferred stock has been issued.
INCOME TAXES- 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 DISCUSSIONS AND ANALYSIS
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED
JUNE 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 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 and Gross Revenue of $10,858 from
operations for the next three months ended June 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 generate sufficient capital to meet the forecasted needs.
The reason for the Company's adverse cash position is due to the sudden drop of
market price of its stock. Management is taken 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 and is planning to acquire a 119,500 square feet
manufacturing plant in Aurora, Illinois. The building will serve as a corporate
office and a manufacturing plant that will manufacture component parts to build
affordable housing. The plant is being designed to produce 4,000 units per year
at an average wholesale price of $40,000 per unit, or at capacity approximately
$160,000,000 annually. All the homes built will be HUD approved. The City of
Chicago has set aside 3 billion dollars for the construction of affordable
housing.
<PAGE>
There is also a plant to be built in Leesburg, Georgia, where the need for
affordable housing is as great in Georgia an it is in Chicago. The plant will be
approximately 120,000 square feet and the production capacity will be the same
as the Aurora plant.
Thermal-Systems Worldwide, Inc., is also negotiating a joint venture with a
cabinet manufacturing company and an electrical company.
Trans-Global Holdings, Inc., owns (50%) of the issued and outstanding common
stock of Business Computers, Inc. Business Computers, Inc., anticipates
generating gross revenues of 2 to 4 million dollars for the year 2000. Presently
the company has booked a $1,000,000 in contracts with the school district and
various other businesses. In addition, Business Computers, Inc. has secured
several contracts to deliver hardware and software to several auto dealers; this
business can develop into a several 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 $1,000,000 for the 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 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
---------------------------
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.
<PAGE>
PART II-OTHER INFORMATION
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 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
IITEM 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.
Date: August 12, 2000
By: John F. La Monica Chief Executive Officer
/S/ John F. La Monica
<PAGE>
