TRANS GLOBAL SERVICES INC
10-Q, 1998-11-06
HOUSEHOLD AUDIO & VIDEO EQUIPMENT
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
Form 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended September 30, 1998         Commission File  Number 0-23382

TRANS GLOBAL SERVICES, INC.
(Exact name of registrant as specified in its charter)

Delaware                                  62-1544008
(State or other jurisdiction of           (I.R.S. Employer
 incorporation or organization)           Identification Number)

1393 Veterans Memorial Highway, Hauppauge,             NY  11788
Address of principal executive offices)                (Zip Code)


Registrant's telephone number, including area code:  (516)  724-0006

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months,  (or for such shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

Yes X          No 

Number of shares of common stock outstanding as of November 1, 1998: 3,819,716




       

















<PAGE>      2
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES

INDEX


Part 1 - Financial Information:

Item 1. Financial Statements:                                        Page No.
                                                                    ---------

Balance Sheets as of September 30, 1998 and December 31, 1997            3-4

Consolidated Statements of Operations-
Three and Nine Months Ended September 30, 1998 and September 30,1997       5

Consolidated Statements of Cash Flows-
Nine  Months Ended September 30, 1998 and September 30, 1997.            6-7


Notes to Consolidated Financial Statements                                 8

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                            9-11

Part 11  Other Information

Item 4.  Submission of Matters to a Vote of Security Holders              12

Item 6.  Exhibit 11 Computation of Earnings per Share                     12













 


















<PAGE>      3     
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES CONSOLIDATED
BALANCE SHEETS 
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                             September 30         December 31,
                                                1998                 1997
                                             (Unaudited)
                                           
<S>                                          <C>                <C>
                                                                      
Assets

  Current Assets:
  Cash and Cash Equivalents                  $    227,565       $   328,484
  Accounts Receivable- Net                      5,905,241         5,470,353
  Loans Receivable-Officer                          5,000            47,500
  Deferred Tax Asset -Current Portion             177,000           177,000
  Prepaid Expenses and Other Current Assets       270,258           176,353

Total Current Assets                            6,585,064         6,199,690

  Property and Equipment-Net                      198,590           194,513

Other Assets:
  Due from Affiliates                           1,576,261         1,675,955
  Customer Lists                                2,444,845         2,613,564
  Goodwill, Net                                   739,112           775,545
  Deferred Acquisition Costs                      183,145           160,645
  Deferred Tax Asset-Non Current                  178,000           178,000
  Other Assets                                     40,154            43,232
  Investment in Preferred Stock of Affiliate    2,100,730         2,100,730

             Total  Other Assets                7,262,247         7,547,671

             Total Assets                    $ 14,045,901     $  13,941,874



See Notes to Financial Statements
</TABLE>




















<PAGE>     4
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES CONSOLIDATED
BALANCE SHEETS
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                               September 30,       December 31,
                                                   1998                1997
                                                (Unaudited)
<S>                                               <C>              <C>
Liabilities and Stockholders' Equity
 Current Liabilities:
  Accounts Payable and Accrued Expenses           $   199,771       $   591,614
  Accrued Income Taxes Payable                         13,496            76,357
  Accrued Payroll and Related Taxes and Expenses    2,043,338         1,416,134
  Voluntary Settlement Agreement                          -0-           150,000
  Loans Payable, Asset-based lender                 3,255,379         3,570,828
  Note Payable- Other                                 138,230           138,230

             Total Current Liabilities              5,650,214         5,943,163

Commitments and contingencies [4]                          --                --
                                               --------------    --------------

  Stockholders'  Equity:
    Common Stock, $.01 Par Value, 50,000,000
     Shares Authorized at December 31, 1997            
     and 25,000,000 share authorized at
     September 30, 1998, Issued and 
     Outstanding 3,819,716                             38,197            38,197

    Capital in Excess of Par Value                 12,887,851        12,887,851
 
    Deferred Consulting Fees                          (40,651)         (162,601)

    Accumulated Deficit                            (4,489,710)       (4,764,736)

    Total Stockholders' Equity                      8,395,687         7,998,711

    Total Liabilities and Stockholders Equity    $ 14,045,901      $ 13,941,874

See notes to consolidated financial statements
</TABLE>

















<PAGE>      5     
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>                                               Three Months Ended                   Nine Months Ended                      
                                                         September 30,                          September 30
                                                       1998           1997                 1998                  1997
<S>                                               <C>            <C>                  <C>                    <C>     

Revenues                                          $ 16,343,568   $ 18,799,319         $  53,514,369          $   57,689,536 

Cost of Services Provided                           14,722,419     17,037,957            48,797,645              52,907,042
                                                    ----------     ----------            ----------              ----------
Gross Profit                                         1,621,149      1,761,362             4,716,724               4,782,494

Selling, General and Administrative                  1,287,593        974,883             3,683,218               3,260,211      
Related Party Administrative Expenses                   45,000         30,000               130,000                  90,000
Amortization of Intangibles                             68,382         68,387               205,155                 265,608
                                                     ---------      ---------           -----------              ----------
Total Operating Expenses                             1,400,975      1,073,270             4,018,373               3,615,819

Operating Profit                                       220,174        688,092               698,351               1,166,675      

Other Income (Expenses):
  Interest Expense                                    ( 98,531)      (201,009)            ( 432,071)              ( 583,874)
  Other Income                                          20,670         33,635                39,479                  96,167         
                                                      --------       --------            -----------              ----------
Total Other Expenses- Net                             ( 77,861)      (167,374)            ( 392,592)              ( 487,707)
                                                     ---------      ---------             ----------              ----------

Income before income taxes                         $   142,313    $   520,718           $   305,759            $    678,968

Income Taxes                                            30,737            -0-                30,737                     -0-

Net Income                                         $   111,576    $   520,718           $   275,022            $    678,968
                                                   ===========    ===========           ===========            ============

Basic Income Per Share:
  Net Income                                       $       .03    $       .14           $       .07            $        .18  
                                                      --------       --------             ----------              ----------

  Weighted Average Number of Shares                 3,819,716       3,819,716             3,819,716               3,819,525

Diluted Income Per Share:
  Incremental Shares from Assumed Conversion
   of Options and Warrants                              9,333            -0-                 30,000                     -0-
                                                     --------       --------               --------                ---------

  Weighted Average Number of Shares
  Assuming Dilution                                 3,829,049       3,819,716             3,849,716               3,819,525   

Diluted Income Per Share:
  Net Income                                        $     .03      $      .14            $      .07              $      .18
                                                   
        
   

See notes to consolidated financial statements
</TABLE>



<PAGE>      6     
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES                
CONSOLIDATED  STATEMENTS OF CASH FLOWS (UNAUDITED)
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows (Unaudited)
                                                            Nine Months
                                                        Ended September 30,
                                                       1998             1997               
<S>                                                   <C>           <C>               
 Operating Activities:
  Net Income                                         $  275,022     $   678,968      
  Adjustments to Reconcile Net Income
  to Net Cash Provided by Operating
  Activities:
    Depreciation and Amortization                       258,004         296,901       
    Charges from Option Exercise                        121,950         105,654                       
 
  Change in Assets and Liabilities:
  (Increase) Decrease in Assets:
  Receivables                                          (434,888)     (1,104,849) 
  Loans Receivable - Officer                             42,500        (  5,000)
  Prepaid Expenses and Other Current Assets            ( 93,905)        156,629  
Increase (Decrease) in Liabilities:
  Accounts Payable and Accrued Expenses                (391,843)         89,653 
  Accrued Payroll Taxes and Related Expenses            627,204         561,533 
  Accrued Payroll Tax Penalties                             -0-         (77,000)
  Accrued Income Taxes Payable                         ( 62,861)            -0-    
 Accrued Voluntary settlement agreement                (150,000)       (100,000)
                                                       --------        -------- 

    Total Adjustments                                  ( 83,839)       ( 76,479)
                                                       --------        -------- 

  Net Cash Provided by Operating Activities             191,183         602,489     




</TABLE>



















<PAGE>    7
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) CONTINUED
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                        Nine Months
                                                    Ended September 30,
                                                     1998          1997
<S>                                               <C>             <C>

Net Cash - Provided by  
 Operating Activities Forwarded                  $  191,183       $ 602,489  
Investing Activities:
 Capital Expenditures                             (  56,925)        (160,160) 
 Repayments from (Advances
  to) Affiliates                                     99,694         (236,903)
 Deferred Acquisition Costs                       (  22,500)             -0-
 Other, net                                           3,078         ( 20,224)    
                                                 ----------        --------- 
Net Cash - Provided by(Used in)
 Investing Activities                                23,347         (417,287)                           
                                                 -----------        ---------
Financing Activities:
 Net (Payments to) Advances from 
  Asset-based lender                               (315,449)         287,106    
 Deferred Offering Costs                                 --         (166,933)
 Exercise of Stock Options                               --            8,500  
                                                  ---------       ----------         
Net Cash - Provided by(Used in) Financing 
 Activities                                        (315,449)         128,673 
Net(Decrease) Increase in Cash and Cash Equivalents(100,919)         313,875 
Cash and Cash Equivalents - Beginning of Year       328,484           56,231          
Cash and Cash Equivalents - End of Year          $  227,565        $ 370,106    
                                                ============       ==========
Supplemental Disclosures of Cash
  Flow Information:
  Cash Paid For:
   Interest                                      $  432,071        $ 583,874    
   Income Taxes                                  $   93,598        $     -0-

See notes to consolidated financial statements
</TABLE>


















<PAGE>     8      
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- -----------------------------------------------------------------------------
(1) Basis of Presentation

Trans  Global Services, Inc,  a  Delaware  corporation,   operates  through  two
subsidiaries,  Avionics  Research  Holdings,  Inc.  ["Holdings"],  and  Resource
Management  International,  Inc.  ["RMI"].  The Company is engaged in  providing
technical   temporary  staffing  services  throughout  the  United  States.  The
principal   stockholder  of  the  Company  is  SIS  Capital  Corp.  ["SISC"],  a
wholly-owned subsidiary of Consolidated Technology Group Ltd.  ["Consolidated"],
a publicly held company.

In the opinion of the Company,  the accompanying  unaudited financial statements
contain all adjustments (consisting of only normal recurring accruals) necessary
to present fairly the financial position of the Company as of September 30, 1998
and December 31, 1997 and the results of its  operations  for the three and nine
months  ended  September  30,  1998  and  1997.  These  consolidated   financial
statements  should  be read  in  conjunction  with  the  consolidated  financial
statements and notes thereto together with management's  discussion and analysis
of financial condition and results of operations contained in the Company's Form
10-K for the year ending  December 31, 1997.  The results of operations  for the
three and nine months ended September 30,1998 are not necessarily  indicative of
the results for the entire year or any future interim period.

(2)  Summary of Significant Accounting Policies

The accounting  policies  followed by the Company are set forth in Note 2 to the
Company's  consolidated financial statements included in the Company's Form 10-K
for the year ended December 31, 1997.

[3]  Accounts Receivable and Loan Payable - Asset Based Lender

Receivables  are shown net of an allowance  for doubtful  accounts of $62,500 at
September 30, 1998 and December 31, 1997. On April 28, 1998 the Company  entered
into a two  year  revolving  credit  agreement  with  Citizens  Business  Credit
Company, a division of Citizen's Leasing  Corporation  ("Citizens")and  paid the
balance due to its prior  asset-based  lender.  Pursuant to the credit agreement
with  Citizens,  the  Company  can  borrow up to 85% of its  qualified  accounts
receivables  at an interest rate of prime plus 3/4% with a maximum  availability
of $7.5 million.  Citizens has a security interest in all accounts  receivables,
contract rights,  personal property,  fixtures and inventory of the Company.  At
September  30, 1998 and December 31, 1997 the total amount  advanced by Citizens
or  the  Company's  prior  asset-based  lender  was  $3,255,379  and  $3,570,828
respectively. The interest rate on this short-term borrowing as of September 30,
1998 was 9.00% and at December 31, 1997 was approximately 10.50%.

[4]  Contingencies

The Company has entered into a Mutual General  Release with the U.S.  Government
Printing  Office (GPO) whereby both parties  release each other from any and all
claims,  contractual  or otherwise  which they may have had or might have in the
future with no payments required.  




<PAGE>   9

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations

Three Months Ended September 30, 1998 and 1997

Revenue from technical  temporary  staffing services is based on the hourly cost
of payroll plus a  percentage.  The success of the  Company's  business  will be
dependent upon its ability to generate sufficient revenues to enable it to cover
its fixed costs and other operating expenses,  and to reduce its variable costs,
principally its interest.  Under its agreements with its clients, the Company is
required  to pay  its  employees  and  pay  all  applicable  Federal  and  state
withholding  and  payroll  taxes prior to receipt of payment  from the  clients.
Furthermore,  the Company's  payments from its clients are based upon the hourly
rate paid to the employee, without regard to when payroll taxes are payable with
respect to the employee. Accordingly, the Company's cost of services is greater
during the first part of the year,  when Federal Social Security taxes and state
unemployment  and  related  taxes,  which  are  based  on a  specific  level  of
compensation,  are due.  Thus,  until the  Company  satisfies  its  payroll  tax
obligations,  it will have a lower gross margin than after such  obligations are
satisfied.  Furthermore,  to the extent that the Company experiences turnover in
employees,  its gross margin will be adversely  affected.  For example, in 1998,
Social  Security  taxes are payable on the first $68,400 of  compensation.  Once
that level of  compensation  is paid with respect to any  employee,  there is no
further  requirement  for the  Company  to pay  Social  Security  tax  for  such
employee.  Since most of the Company's employees receive  compensation in excess
of  that  amount,   the  Company's  costs  with  respect  to  any  employee  are
significantly  higher  during  the  period  when it is  required  to pay  Social
Security taxes than it is after such taxes have been paid.

The Company  had revenue of  approximately  $16.3  million for the three  months
ended September 30, 1998 which reflects a decrease of 13% over the same period a
year ago,  however,  the gross margin increased over the same period.  The gross
margin  increased to 9.9% for the three months ended September 30, 1998 compared
to 9.4% for the three months ended  September 30, 1997. The decrease in revenue,
for the three month period is a result of the conclusion of several projects for
which the Company has been  providing  manpower and the slowdown of new projects
being started at the  Company's  larger  customers due to the unstable  economic
climate in Asia.  During the three  month  periods  for those  respective  years
approximately  74% and 80% of the  revenue  was  generated  from its five larger
customers, Boeing Corp., Northrop-Grumman, Lockheed-Martin, Bell Helicopter, and
Gulfstream Aerospace.  These same clients accounted for 58% and 66% of the total
outstanding accounts receivable at September 30, 1998 and 1997 respectively.

Operating  expenses increased by $328,000 or 30.5% during the three month period
ended  September 30, 1998 compared to the three months ended September 30, 1997.
The Company has focused its attention on the information  technology (IT) market
and has put a greater  emphasis on expansion into this  marketplace by directing
additional resources towards that objective. The Company believes that the gross
margins in the IT market are significantly  higher than in the Company's present
technical  service  marketplace.  The  Company has opened an IT office in Iselin
N.J. to take advantage of that location's proximity to the financial,  insurance
and pharmaceutical markets that utilize IT services.  Additionally,  the Company
has  commenced  a  marketing  program  whereby  the  Company  will place CAD CAM
hardware  and software  together  with a trained  operator,  called the "Virtual
Design Unit", in the aircraft and automotive industries where the Company has an
exclusive  agreement  to market this  software in the United  States and Canada.
However,  neither such  marketing  program  generated  any revenue in the period
ended September 30, 1998.


<PAGE>  10

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations [Continued]

On  April  23,  1998,  the  Company  entered  into a two year  revolving  credit
agreement with Citizens Business Credit Company, a division of Citizen's Leasing
Corporation  ("Citizens").  Pursuant  to the credit  agreement,  the Company can
borrow up to 85% of its qualified  accounts  receivables  at an interest rate of
prime  plus  3/4% with a  maximum  availability  of $7.5  million.  The  Company
terminated  its lending  agreement  with its previous  lender.  During the three
months ended  September  30,  1998,  the Company  experienced  a 51% decrease in
interest expense compared to the three months ended September 30, 1997 with only
a slight  decline  in the  level of  borrowings.  This is due to the  change  in
lenders.

As a result of the foregoing,  the Company earned  $111,576,  or $.03, per share
for the  three  months  ended  September  30,  1998  compared  to net  income of
$520,718,  or $.14,  per share,  for the three months ended  September 30, 1997.


Nine Months Ended September 30, 1998 and 1997

The Company had revenues of $53.5  million for the nine months  ended  September
30, 1998  reflecting a 7% decrease  from the  revenues of $57.7  million for the
same period a year earlier.  This decrease can be attributed to several factors,
one of which being the Company's efforts during this period to discontinue those
sales that  generate  lower gross  margins as reflected in the  increased  gross
margin of 8.8% during the nine months ended  September 30, 1998 compared to 8.3%
during the nine months ended  September 30, 1997. The other major factor for the
decrease  in  revenue is related  to the  delays  experienced  by the  Company's
larger customers due to the unstable economic climate in Asia.

Operating  expenses  have  increased  by 11.1% in the nine month  period  ending
September 30, 1998 compared to the same period a year earlier.  This increase is
attributable  to  the  Company   shifting  its  focus  towards  the  information
technology  ("IT") sector where it can  experience  significantly  greater gross
margins on revenue. Additional personnel have been hired and a branch office has
been opened. Additionally, the Company has commenced a marketing program whereby
the Company will place CAD CAM hardware  and  software  together  with a trained
operator,  called the "Virtual  Design  Unit",  in the  aircraft and  automotive
industries where the Company has an exclusive  agreement to market this software
in the  United  States and  Canada.  However,  neither  such  marketing  program
generated any revenue in the period ended September 30, 1998.

Interest  expense for the  Company  decreased  by 26% in the current  nine month
period as compared to the nine month period  ending  September  30,  1997.  This
reduction  is  directly  attributable  to the  new  two  year  revolving  credit
agreement  management  was able to put in place with  Citizens.  The  Company is
presently  able to borrow funds at an interest rate of 3/4% over prime  compared
to 2% over prime as charged by the Company's  previous lender.  The fees charged
by Citizens  are also  significantly  lower than those  charged by the  previous
lender.

As a result of the foregoing, the Company earned $275,022 or $.07 per share, for
the nine month period ending September 30, 1998,  compared to $678,968,  or $.18
per share, for the nine months ended September 30, 1997.





<PAGE>  11

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations [Continued]

Liquidity and Capital Resources

As of  September  30,  1998,  the Company had working  capital of  approximately
$935,000,  an increase of $678,000  over the working capital  it had as
of December 31, 1997. The most significant  current asset at September 30, 1998
was  the  Company's  accounts  receivables,   which  was  $5.9  million.   These
receivables were offset by payroll and related expenses of $2.0 million and $3.3
million due to  Citizens.  The payroll and  related  taxes and  expenses  relate
primarily to compensation to the Company's contract employees and related taxes,
which were paid during the first week of October 1998.

During 1997 and the first nine months of 1998, the Company has relied  primarily
on its cash flow from operations and financing from its prior asset-based lender
and from Citizens to fund its  operations.  However,  the Company  believes that
unless the Company can improve its working  capital,  it may be unable to either
increase its revenue from certain  major  clients or attract  other clients that
require the Company to have greater working capital.

The Company has entered into a Mutual General  Release with the U.S.  Government
Printing  Office (GPO) whereby both parties  release each other from any and all
claims,  contractual  or otherwise  which they may have had or might have in the
future with no payments required. 


Year 2000 Issue

Many existing computer programs use only two digits to identify a year in a date
field. These programs were designed and developed without considering the impact
of  the  upcoming  change  in  the  century.  If not  corrected,  many  computer
applications could fail or create erroneous results by or at the year 2000. This
issue is  referred to as the "Year 2000  issue".  A  significant  portion of the
Company's computer  software,  particularly the software relating to payroll and
other  employee  records,  is  performed  for the Company by an outside  service
company  which has  advised  the  Company  that it is year 2000  compliant.  The
Company is in the process of evaluating  the potential  cost to it in addressing
the Year 2000  issue  with  respect  to its  other  software  and the  potential
consequences  of an  incomplete  or untimely  resolution of the Year 2000 issue.
Although the Company  believes  that it will not incur  significant  expenses to
become Year 2000 compliant,  no assurance can be given that the Company will not
incur  significant cost in addressing the Year 2000 issue or that the failure to
adequately  address the Year 2000 issue will not have a material  adverse effect
upon the Company.

Forward Looking Statements

Statements in this Form 10-Q that are not  descriptions of historical  facts may
be  forward-looking  statements  that are  subject  to risks and  uncertainties.
Actual results could differ materially from those currently anticipated due to a
number of factors,  including those  identified in this Form 10-Q, the Company's
Annual  Report on Form 10-K for the year ended  December  31,  1997 and in other
documents filed by the Company with the Securities and Exchange Commission.





<PAGE>     12

Item 4.  Submission of Matters to a Vote of Security Holders

On August 13, 1998 the Company held its 1998 Annual Meeting of Stockholders.
The number of votes is based on the voting rights of the Common Stock.

The following individuals were elected as directors:

Name                      Number of Votes              Broker Non Votes
Joseph G. Sicinski         3,408,583                       40,936               
Edward Bright              3,408,583                       40,936
James Conway               3,408,583                       40,936
Seymour Richter            3,408,583                       40,936
Donald Chaifetz            3,408,583                       40,936


The following proposals were approved as follows:

                                                                      Broker
Proposal                     Votes For     Votes Against   Abstain    Non Votes
Approval to a decrease
in the number of shares
of authorized preferred
stock from 20,000,000 
shares to 5,000,000 shares
and to decrease the number
of shares of authorized common
stock from 50,000,000 to 
25,000,000 shares            2,188,312       34,516         5,251    1,219,982


Approval of the 1998
Long-Term Incentive Plan     2,072,009      151,920         6,132    1,219,982

Approval of the selection
of Moore, Stephens, PC
for 1998                     3,411,908       11,092         9,024       18,019


Item 6.  Exhibits and Reports on Form 8-K.

     (a)  Exhibits

     
     (b)  Reports on Form 8-K.

 No reports on Form 8-K were filed during the quarter ended September 30, 1998.
         


      EXHIBIT 11.1- Computation of Earnings per Share     








<PAGE>  13  


SIGNATURES

Pursuant to 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 Services, Inc.
(Registrant)

                                                                 
                                            -------------------------
Date:  November  6,1998                       Joseph G. Sicinski
                                            (Chief Executive Officer)





                                            ------------------------
Date:  November  6,1998                      Glen R. Charles
                                            (Chief Financial Officer)


































<PAGE>   14
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 11.1- Computation of Earnings per Share
<TABLE>
<CAPTION>
<S>                                          <C>              <C>                <C>                <C>         
                                                 Three Months Ended                   Nine Months Ended
                                                    September 30,                        September 30
                                               1998             1997                1998              1997
 
Net Income                                     111,576           520,718            275,022            678,968    
Weighted Average Number of 
 Shares Outstanding                          3,819,716         3,819,716          3,819,716          3,819,525

Dilutive effect of stock 
 options and warrants computed
 by use of treasury stock method                 9,333                 0             30,000                  0                


Weighted Average Number of 
 Shares Outstanding Assuming Dilution        3,829,049         3,819,716          3,849,716          3,819,525
                                             ---------         ----------         ---------          ---------  
 
Computation of Earnings Per
 Share=Net Income/Average
 common and common share
 equivalent shares                         
 outstanding                                
                                         

Basic Earnings Per Share                   $       .03       $       .14         $      .07          $     .18
                                           -----------       ------------        -----------         ----------

Diluted Earnings Per Share                 $       .03       $       .14         $      .07          $     .18




















</TABLE>

<TABLE> <S> <C>
  
<ARTICLE>     5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF OPERATIONS FILED
AS PART OF THE QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH QUARTERLY REPORT ON FORM 10-Q.
</LEGEND>
       
<S>                                           <C>
<PERIOD-TYPE>                                  9-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-END>                                   SEP-30-1998
<CASH>                                             227,565
<SECURITIES>                                             0
<RECEIVABLES>                                    5,905,241
<ALLOWANCES>                                             0
<INVENTORY>                                              0
<CURRENT-ASSETS>                                 6,585,064
<PP&E>                                             689,361
<DEPRECIATION>                                     490,771
<TOTAL-ASSETS>                                  14,045,901
<CURRENT-LIABILITIES>                            5,650,214
<BONDS>                                                  0 
<COMMON>                                           38,197
                                    0
                                              0
<OTHER-SE>                                       8,357,490
<TOTAL-LIABILITY-AND-EQUITY>                    14,045,901
<SALES>                                         53,514,369
<TOTAL-REVENUES>                                53,514,369
<CGS>                                           48,797,645
<TOTAL-COSTS>                                   48,797,645
<OTHER-EXPENSES>                                 3,978,894
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                 432,071
<INCOME-PRETAX>                                    305,759
<INCOME-TAX>                                        30,737
<INCOME-CONTINUING>                                275,022
<DISCONTINUED>                                           0  
<EXTRAORDINARY>                                          0  
<CHANGES>                                                0  
<NET-INCOME>                                       275,022
<EPS-PRIMARY>                                          .07
<EPS-DILUTED>                                          .07

          

</TABLE>


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