UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 2Q549
FORM 1O-SB
AMMENDMENT #1
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)
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. . . . . . . . . . . . . . . . . . . . . . . . . . F-1
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . F-2
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6
1
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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
2
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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.
3
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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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5
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FINANCIAL STATEMENTS
TRANS-GLOBAL HOLDINGS, INC.
DECEMBER 31,1999
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CONTENTS
PAGE
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT F-1
FINANCIAL STATEMENTS:
Balance Sheet F-2
Statement of Income F-3
Statement of Change in Equity F-4
Notes to Financial Statements 5-6
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JOSEPH L. JIMENEZ
CERTIFIED PUBLIC ACCOUNTANT
515 OGDEN AVENUE LL
DOWNERS GROVE, IL 60515
630-515-9988
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
Board of Directors
Trans-Global Holdings, Inc.
1719 S. Mannheim Road
Des Plaines, IL. 600 18-2143
I have audited the accompanying consolidated balance sheet of Trans-Global
Holdings, Inc., as of December 31, 1999. This financial statements is the
responsibility of the Company's management. My responsibility is to express an
opinion on the financial statements based on my audit.
I conducted this audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain assurance
about 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. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluation the overall financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.
In my opinion, the balance sheet referred to above present fairly, in all
material respects, the financial position of Trans-Global Holdings, Inc., at
December 31, 1999, in conformity with generally accepted accounting principles.
As discussed in Notes to the financial statements, the ultimate realization of
the Company's investments is dependent on the liquidity of certain of the
company's equity securities and debentures. The effects of the present
uncertainties on the realization of investments and ultimate adjustment to the
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.
/S/ JOSEPH L. JIMENEZ
4/27/00
F-1
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<TABLE>
<CAPTION>
TRANS-GLOBAL HOLDINGS, INC.
1719 S. MANNHEIM ROAD
DES PLAINES, ILLINOIS 60018-2143
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BALANCE SHEET
As of December 31, 1999
(A Developing Stage Company)
ASSETS
<S> <C>
Current Assets:
Cash in bank $ 8,272
Notes Receivable 1,000,000
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Total Current Assets $1,008,827
(Note 1)
Investments
Non-Publicly Trades Securities (Note 2) 1,500,000
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TOTAL ASSETS $2,508,272
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LIABILITIES AND SHAREHOLDERS' EQUITY
Capital Stock
Common Stock: Authorized Shares 50,000,000; $ 109,251
par value, $.005: issued and outstanding
21,850,110 shares. 17,000,000 issued on
1/29/99, 70,000 issued on 3/4/99, 5,000,000
issued on 9/23/99, 333,332 issued on 12/1/99,
4,000,000 issued on 12115/99, and 166,667.
1,633,110 were issued prior of 111199.
Preferred Stock: Authorized, 25,000,000,
Par value $.001, none issued and outstanding
Contributed Capital 2,520,010
Deficit accumulated during development stage 26,728
Retained earnings ( 94.261)
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Total Shareholders' Equity $2.508.272
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TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $2,508,272
==========
</TABLE>
See Accountant's Report and accompanying notes.
F-2
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TRANS-GLOBAL HOLDINGS, INC.
1719 S. MANNHEIM ROAD
DES PLAINES, ILLINOIS 6001 8-2143
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INCOME STATEMENT
For Year Ending December 31, 1999
(A Developing Stage Company)
Revenue $ -0-
Expenses
Legal Expenses $ 9,727
Professional Services 1,555
Printing 141
Postage 129
Advertising & Promotion 12,003
Bank Charges 67
Travel 3,106
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TOTAL EXPENSES $(26.728)
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NET LOSS $ 26,728)
=========
See Accountant's Report and accompanying notes.
F-3
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TRANS-GLOBAL HOLDINGS, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999
(A Developing Stage Company)
SIGNIFICANT ACCOUNTING POLICIES
The company, Trans-Global Holdings, Inc., (TGHI), a Nevada Corporation was and
began operations on April 17, 1996 as Western Union Capital Corporation (WUCC).
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 unexpected death of it's founder, the then Board
of Directors, on May 9, 1997 changes the name of the corporation to Loinshead
Entertainment Corporation (LHED) and persued the development of a Senior
Channel, considered to be the a highly profitable market segmient. The company
did not reach its expectations and a new management team was brosut 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 Company has no significant operating history and from February 1, 1999 has
generated a loss of $23,006. The accompanying financial statements for the year
ended December 31, 1999, have been prepared assuming the Company will continue
as a going concern. Most of the efforts of management has been to raise
additional debt and/or equity financing to fund future operations and to provide
additional working capital. However, there is no assurance that such financing
will be consummated or obtained in sufficient amounts necessary to meet the
Company's needs.
CASH: Cash and cash equivalents for the statements of cash flows include cash
and deposits and money market funds.
USE OF 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 the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
CONTINGENT LIABILITY: The Company is not a party to any legal proceedings which
it believes will have a material effects on its financial position or results of
operations.
F-4
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TRANS-GLOBAL HOLDINGS, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999
(A Developing Stage Company)
SIGNIFICANT ACCOUNTING POLICIES
Note 1: 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 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 are 5,000,000 shares of
Trans-Global Holdings, Inc. which would be returned as final settlement if the
notes are not paid inclusive of the renewal period.
Note 2: INVESTMENTS
Non-Publicly Traded Corporation Stock-This investment consists of 404) 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.
F-5
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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: May 9, 2000 By: /s/ John F. La Monica
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John F. La Monica
Chairman of the Board
F-6
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