TRANS GLOBAL SERVICES INC
10-Q, 2000-05-12
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 March 31, 2000         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:  (631)  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 May 1,2000: 2,889,716























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

INDEX


Part 1 - Financial Information:

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

Report of Independent Certified Public Accountants                       3

Balance Sheets as of March 31, 2000 and December 31, 1999.               4-5

Consolidated Statements of Operations-
Three Months Ended March 31, 2000 and March 31, 1999.                    6

Consolidated Statements of Cash Flows-
Three Months Ended March 31, 2000 and March 31, 1999.                    7-8

Consolidated Statement of Stockholders' Equity -                         9-10
Three Months Ended March 31, 2000

Notes to Consolidated Financial Statements                               11-12

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                             13-15

Part 11  Other Information






























<PAGE>      3
To the Stockholders and Board of Directors of Trans Global Services, Inc.
Hauppauge, New York



We have  reviewed the  accompanying  consolidated  balance sheet of Trans Global
Services,  Inc.  and its  subsidiaries  as of March 31,  2000,  and the  related
consolidated  statements of operations,  stockholders' equity and cash flows for
the  three  month  periods  ended  March  31,  2000 and  1999.  These  financial
statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the accompanying  consolidated financial statements referred to above
for them to be in conformity with generally accepted accounting principles.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards,  the  consolidated  balance  sheet as of December 31,  1999,  and the
related consolidated  statements of operations,  stockholders'  equity, and cash
flows for the year then ended [ not presented  herein];  and in our report dated
February 11, 2000,  we expressed an  unqualified  opinion on those  consolidated
financial statements.








MOORE STEPHENS, P. C.
Certified Public Accountants.

Cranford, New Jersey
May 3, 2000
















<PAGE> 4
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES CONSOLIDATED
BALANCE SHEETS
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                               March 31          December 31,
                                                 2000                1999
                                              (Unaudited)
<S>                                          <C>                <C>



  Current Assets:
  Cash                                       $      19,665      $    43,141
  Accounts Receivable- Net of allowance
   for doubtful accounts of $62,500              2,555,683        2,518,343
  Notes Receivable- i-engineering.com, Inc.        508,334              -0-
  Deferred Debt Issuance Costs - Current           140,000              -0-
  Deferred Loan Costs                               17,000              -0-
  Prepaid Expenses and Other Current Assets         65,881          100,865
                                                  --------        ---------
Total Current Assets                             3,306,563        2,662,349

  Property and Equipment-Net                       160,095          162,820

Other Assets:
  Due from Arc Networks                          1,166,236        1,171,673
  Deferred Debt Issuance Costs                      35,000              -0-
  Customer Lists                                 2,107,417        2,163,655
  Goodwill, Net                                    666,249          678,392
  Deferred Tax Asset-Non Current                   490,000          490,000
  Other Assets                                      38,792           36,373
  Investment in i-engineering.com, Inc.            329,130              -0-

             Total  Other Assets                 4,832,823        4,540,093

             Total Assets                    $   8,299,481      $ 7,365,262
                                             =============      ===========





See Notes to Consolidated Financial Statements
</TABLE>














<PAGE>     5
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES CONSOLIDATED
BALANCE SHEETS
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                     March 31,     December 31,
                                                       2000           1999
                                                  (Unaudited)
<S>                                                 <C>            <C>
Liabilities and Stockholders' Equity
 Current Liabilities:
  Accounts Payable and Accrued Expenses             $  303,799     $  402,735
  Accrued Payroll and Related Taxes and Expenses       857,572        359,295
  Loans Payable, Asset-based lender                  1,343,615      2,056,372
                                                     ---------      ---------
             Total Current Liabilities               2,504,986      2,818,402

Long-Term Debt                                       1,016,666            -0-

Commitments and Contingencies

  Stockholders'  Equity:
    Common Stock, $.01 Par Value, 25,000,000
     Shares Authorized.  At December 31, 1999--
     3,819,716 Shares Issued; 2,669,715 Outstanding
     At March 31, 2000-- 4,089,716 Issued;
     2,889,716 Outstanding
                                                        40,897          38,197

    Capital in Excess of Par Value                  13,499,281      12,887,851
    Accumulated Deficit                             (6,120,667)    ( 5,812,506)
                                                    -----------    ------------
                                                     7,419,511       7,113,542

Less Treasury Stock, at cost
 1,150,000 shares- 1999
 1,200,000 shares- 2000                             (2,641,682)     (2,566,682)



    Total Stockholders' Equity                       4,777,829       4,546,860

    Total Liabilities and Stockholders' Equity    $  8,299,481     $ 7,365,262
                                                  ============     ===========

See Notes to Consolidated Financial Statements
</TABLE>












<PAGE>      6
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>                                               Three Months Ended
                                                             March 31,
                                                       2000       1999
<S>                                               <C>            <C>

Revenue                                           $  6,503,330   $ 11,218,307

Cost of Services Provided                            5,857,319     10,492,497
                                                    ----------     ----------
Gross Profit                                           646,011        725,810

Selling, General and Administrative                    848,547        763,750
Amortization of Intangibles                             68,382         68,382
                                                     ---------      ---------
Total Operating Expenses                               916,929        832,132

Operating (Loss)                                     ( 270,918)      (106,322)

Other Income (Expenses):
  Interest Expense                                   (  95,297)      ( 65,711)
  Interest Income                                       47,137         30,417
  Other Income                                          10,917          2,061
                                                      --------       --------
Total Other (Expenses)-Net                           (  37,243)     (  33,233)
                                                     ---------      ---------

Net Loss                                         $   ( 308,161)  $  ( 139,555)
                                                   ===========     ===========

Basic Loss Per Share:
  Net Loss                                       $   (     .11)   $ (    .04)
                                                      --------       --------

  Weighted Average Number of Shares                  2,850,156     3,819,716

Diluted Loss Per Share:
  Incremental Shares from Assumed Conversion
   of Options and Warrants                                 -0-           -0-
                                                    -----------    ------------

  Weighted Average Number of Shares
  Assuming Dilution                                  2,850,156     3,819,716

Diluted Loss Per Share:
  Net Loss                                        $    (   .11)   $  (   .04)




See Notes to Consolidated Financial Statements
</TABLE>




<PAGE>    7
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
- -----------------------------------------------------------------------------
<TABLE>                                                   Three Months Ended
<CAPTION>                                                     March 31,
                                                     2 0 0 0           1 9 9 9

<S>                                                <C>              <C>
Operating Activities:
Net (Loss)                                         $ (308,161)      $ ( 139,555)
Adjustments to Reconcile Net (Loss)
 to Net Cash Provided By (Used in)
 Operations:
  Depreciation and Amortization                        86,528           100,552
  Debt Issuance Costs                                  35,000               -0-
Changes in Operating Assets and Liabilities:
 (Increase) Decrease in Assets:
   Accounts Receivable-Net                           ( 37,340)          345,301
   Tax Refund Receivable                                  -0-          (323,451)
   Prepaid Expenses and Other
    Current Assets                                     34,984            51,134
Increase (Decrease) in Liabilities:
  Accounts Payable and Accrued
    Expenses                                         ( 98,936)         (133,555)
  Accrued Payroll and Related
    Taxes and Expenses                                498,277         1,177,928
                                                     ---------        ---------
Total Adjustments                                     518,513         1,217,909
                                                     ---------         --------

Net Cash -  Operating Activities                      210,352         1,078,354
                                                     ---------        ---------
Forward




See Notes to Consolidated Financial Statements
</TABLE>




















<PAGE>    8
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>                                              Three Months Ended
                                                            March 31,
                                                      2000            1999
<S>                                                <C>             <C>
Net Cash -
 Operating Activities Forwarded                    $  210,352      $ 1,078,354

Investing Activities:
 Capital Expenditures                               (  15,421)       (  23,914)
 Deferred Acquisition Costs                               -0-        (  41,100)
 Repayments from Affiliates                             5,437           32,573
 Other, net                                         (   2,419)             379
 Note Receivable                                    ( 508,334)             -0-
Investment in Preferred Stock
   of Affiliate                                           -0-        (   3,500)
                                                      ---------      --------
Net Cash -  Investing Activities                    ( 520,737)       (  35,562)

Financing Activities:
 Net Payments to
  Asset-Based Lender                                ( 712,757)       ( 784,289)
  Repayment of Note Payable                               -0-        (  42,498)
  Deferred Loan Costs                               (  17,000)             -0-
  Long Term Borrowings                              1,016,666              -0-
                                                   ----------        ---------

Net Cash - Used in Financing Activities               286,909        ( 826,787)
Net (Decrease) Increase in Cash and
 Cash Equivalents                                   (  23,476)         216,005
Cash and Cash Equivalents
  - Beginning of Year                                  43,141          234,917
Cash and Cash Equivalents
  - March 31                                     $     19,665      $   450,922
                                                   ===========     ===========
Supplemental Disclosures of Cash
  Flow Information:
   Interest                                      $      60,297     $   65,711
   Income Taxes                                  $         -0-     $      -0-

Supplementary  Disclosure of Non Cash Investing and Financing  Activities during
the three months ended March 31, 2000.

In connection  with the $1,000,000  raised in January,  2000, the Company issued
warrants to purchase  250,000  shares of the Company's  common stock at $.35 per
share to the investors.  In addition,  the Company  issued  warrants to purchase
300,000 shares of the Company's  common stock at $.35 per share to the placement
agent.  The  Company  incurred  a  deferred  charge of  $210,000  which is being
amortized over the life of the debt which is 18 months. This deferred charge has
been credited to capital in excess of par value.

Pursuant to an agreement  with  i-engineering.com,  Inc., the Company (i) loaned
$500,000 to  i-engineering.com,  Inc. on a short-term basis, (ii) issued 270,000
shares of Common Stock to i-engineering.com,  Inc. and (iii) acquired a minority
interest in i-engineering.com, Inc. The value of this interest was determined by
the market value of the Company's shares exchanged.

See Notes to Consolidated Financial Statements
</TABLE>
<PAGE>     9

Trans Global Services, Inc.
Consolidated Statement of Stockholders' Equity
<TABLE>
<CAPTION>
                                                       Shares         Amounts
<S>                                                    <C>            <C>

Common Stock $.01 Par Value Authorized
 25,000,000 Shares
Balance  December 31, 1999                         3,819,716         $38,197
Issuance of shares of Common Stock-
 i-engineering.com, Inc.                             270,000           2,700
                                                  ----------         --------
Balance - March 31, 2000                           4,089,716         $40,897

Capital in Excess of Par Value

Balance - December 31, 1999                                        12,887,851
Issuance of Below Market Warrants                                     210,000
Issuance of shares of Common Stock-
 i-engineering.com, Inc.                                              326,430
Purchase of Treasury Stock                                             75,000
                                                                   ----------
Balance - March 31, 2000                                           13,499,281


Accumulated Deficit

Balance - December 31, 1999                                       $(5,812,506)
Net (Loss)                                                         (  308,161)
                                                                  ------------
Balance - March 31, 2000                                          $(6,120,667)
                                                                  ===========

Treasury Stock
Purchase of treasury stock - 1999                  1,150,000      $(2,566,682)
                                                   ---------      -----------
Balance  December 31, 1999                         1,150,000      $(2,566,682)
Purchase of treasury stock - 2000                     50,000       (   75,000)
Balance - March 31, 2000                           1,200,000      $(2,641,682)
                                                   =========      ============



See Notes to Consolidated Financial Statements
</TABLE>











<PAGE>   10
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>                                                            AMOUNT
<S>                                                              <C>

Total Stockholders' Equity

Balance - December 31, 1999                                       $ 4,546,860
Issuance of Warrants                                                  210,000
Issuance of shares of Common Stock -i-engineering.com, Inc.           329,130
Net loss for the three Months Ended March 31, 2000                 (  308,161)
                                                                   -----------
Balance - March 31, 2000                                          $ 4,777,829
                                                                  ===========

</TABLE>


See Notes to Consolidated Financial Statements







































<PAGE>     11
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- -----------------------------------------------------------------------------
(1) Basis of Presentation

Trans  Global  Services,  Inc.  ("the  Company  or Trans  Global"),  a  Delaware
corporation,  operates through two  subsidiaries,  Avionics  Research  Holdings,
Inc.,  formerly known as ARC Acquisition  Group,  Inc.["Holdings"]  and Resource
Management  International,Inc.  ["RMI"].  The  Company is  engaged in  providing
technical temporary staffing services throughout the United States,  principally
in the  aerospace and aircraft industry.

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 March 31, 2000 and
the  results of its  operations  for the three  months  ended March 31, 2000 and
1999. 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,
1999.  The results of  operations  for the three months ended March 31, 2000 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, 1999.

(3)  Transaction with - i-engineering.com, Inc.

Pursuant to an agreement  with  i-engineering.com,  Inc., the Company (i) loaned
$500,000 to  i-engineering.com on a short-term basis, (ii) issued 270,000 shares
of Common Stock to  i-engineering.com  and (iii) acquired an equity  interest in
i-engineering.com. In connection with the agreement, the chief executive officer
of the  Company  was  elected a director  of  i-engineering.com  and the Company
agreed to include the chief executive officer of  i-engineering.com as a nominee
for election as a director for the Company's 2000 annual meeting.


(4)  Loan Payable - Asset Based Lender

At March 31, 2000,  the Company was in violation of the  covenants in its Credit
Agreement with its asset-based lender. Additionally,  the lender has advised the
Company that it will not renew the agreement  when it expires on April 23, 2000.
However,  the  lender  has  signed a  forbearance  agreement  with the  Company,
agreeing not to enforce its rights and remedies  under the Loan  Document  until
July 23, 2000.








<PAGE>  12
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- -----------------------------------------------------------------------------

(4)  Loan Payable - Asset Based Lender(continued)

The Company has received a tentative  approval  from  another  lender for a $2.5
million  asset based  revolving  credit  facility.  The  extension  of credit is
subject to receipt and  satisfactory  review by the lender of all  financial and
other  information as the Bank shall require.  The facility is conditioned  upon
the execution  and delivery of definitive  loan  documents  satisfactory  to the
lender and it's counsel.

(5)  Long-Term Debt

In January,  2000 the Company  raised $1 million  through the  issuance of a 10%
subordinated promissory note due July 2001 or earlier upon the Company's receipt
of payment of the Arc Note. In  connection  with this note,  the Company  issued
warrants to purchase  550,000  shares of the Company's  common stock at $.35 per
share to the investors and others who assisted the Company in the financing.

(7)  Subsequent Events

The  Company  has  agreed to  extend  the Arc Note  until  July 10,  2000.  As a
condition to the  extension,  Arc and the  guarantors  agreed to an  accelerated
payment schedule, with installments through June 16, 2000. In addition, Arc paid
$50,000 to reimburse the Company for its expenses  resulting  from Arc's default
under the Arc Note.  If the entire  principal  and  interest is paid by July 10,
2000 the  principal  amount  of the Arc  Note  shall be  reduced  by  ($30,000).
Additionally,  the parent of Arc Networks agreed to issue Trans Global a warrant
to purchase shares of its common stock.




























<PAGE> 13
Item 2. Management's Discussion and Analysis of Financial Conditions and Results
of Operations

Three Months Ended March 31, 2000 and 1999

Revenue from technical  temporary  staffing services is based on the hourly cost
of payroll plus a percentage. The success of the Company's business is dependent
upon its ability to generate  sufficient revenue to enable it to cover its fixed
costs and other operating  expenses and to reduce its variable costs.  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 the
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 are 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 2000, Social Security taxes are payable on the first
$76,200 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's  revenues,  derived  principally  from the aircraft and aerospace
industry,  during the three  month  period  ended March 31,  2000  totaled  $6.5
million.  This  reflected a decrease of 42% from the revenue earned in the three
month period ended March 31, 1999, which were $11.2 million. The decrease can be
attributed to the continued  slowdown being experienced by the Company's clients
in the aircraft and aerospace industry.  During the three months ended March 31,
2000 and 1999,  approximately 68% and 67% of the Company's revenue was generated
from its five largest customers.  In 2000, these customers were Lockheed-Martin,
Bell  Helicopter  Textron,  Boeing Corp.,  Gulfstream  Aerospace and Cablevision
Systems Corp. In 1999, they were Lockheed-Martin, Boeing Corp., Northrop-Grumman
Corp., Bell Helicopter Textron and Gulfstream Aerospace.


The Company's  gross margins for the quarters ended March 31, 2000 and March 31,
1999 were 9.9% and 6.5%  respectively.  The  increased  gross margin  during the
current  year is  attributed  to the  reduction  in  business  with  some of the
Company's  lower margin  aircraft and aerospace  clients  combined with a slight
increase in revenue attributed to those clients in other industries. The Company
also generated $60,000 from permanent placement of technical personnel which had
no material associated cost of revenue.

Selling,  general and administrative  expenses increased $85,000, or 11.1%, to $
849,000 in the 2000 period from  $764,000  in the 1999  period.  During the 1999
period, we collected $324,000 as the result of our successful  contesting of tax
penalties  paid in prior years.  This  collection is reflected as a reduction in
selling,  general and administrative expenses. Thus, if the effect of the refund
of  the  tax  penalties  in  1999  were  excluded  from  selling,   general  and
administrative expenses in the 1999 period, the Company would show a decrease in
the 2000 period of 22.2% from the level of these  expenses  in the 1999  period.
The decline  reflects  principally  the effects of our continued  cost reduction
program.

<PAGE> 14
Item 2. Management's Discussion and Analysis of Financial Conditions and Results
of Operations (Continued)

As a result of the decrease in revenue,  our gross profit was not  sufficient to
cover  our  selling,  general  and  administrative  expenses,  resulting  in  an
operating  loss of $271,000  for the three  months  ended March 31, 2000, a 155%
increase in operating loss from the operating loss of $106,000  sustained in the
1999 period.

Interest expense during the three month period ended March 31, 2000 increased by
$30,000 or 45.0% from the three months ended March 31,  1999.  This  increase is
attributable  to the interest  expense  associated  with funds raised in January
2000,  as well as the  amortization  of debt finance costs  associated  with the
550,000 warrants issued in conjunction with the loan.

As a result of the  foregoing,  the  Company  incurred  a loss of  approximately
$308,000 or $.11 per share (basic and diluted), for the three months ended March
31,  2000,  compared to a loss of $140,000 or $.04 per share (basic and diluted)
for the three months ended March 31, 1999.

Liquidity and Capital Resources

As of March 31, 2000, the Company had working capital of approximately $802,000,
an increase of $958,000  compared to the working  capital  available at December
31, 1999. The most significant current asset at March 31, 2000 was the Company's
accounts receivables,  which was $ 2.6 million. These receivables were offset by
payroll  and related  expenses  of  $900,000  and $ 1.3 million due to the Asset
Based  Lender.  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 April 2000.  During the three  months  ended March
31, 2000,  operations  generated cash flow of $210,000.  Our principal source of
cash during the three month period was our credit  facility with our asset-based
lender.  Additionally,  the Company raised $1 million  through the issuance of a
10%  subordinated  promissory  note due 18 months  from the date of  issuance or
earlier upon the  Company's  receipt of payment of the Arc Note.

The Company  utilized  $500,000 of the  proceeds as a loan to  i-engineering.com
Inc. with an interest  rate of 10% for a period of 120 days.  These notes mature
in May and June 2000.

In February  2000,  the Company  extended the Arc Note until April 24, 2000.  In
exchange  for this  extension,  the Company  received  $15,000 to apply to those
expenses incurred by the Company for granting the extension and 50,000 shares of
the Company's common stock from a guarantor of the note.














<PAGE>  15
Item 2. Management's Discussion and Analysis of Financial Conditions and Results
of Operations (Continued)

On April 24, 2000, the Company granted a further extension of the Arc Note until
July 10, 2000,  with interim  payments of $150,000 due in  installments  through
June 16, 2000 and a payment of $50,000 to  reimburse  the  Company for  expenses
incurred as a result of the default. If the principal and interst on the note is
paid in full by July 10, 2000, the principal amount of the note shall be reduced
by $30,000.

The notes from Arc and i-engineering are payable during the next two months. The
total payments due on such notes, as of March 31, 2000 were  approximately  $1.7
million.  When the Company,  receives payment on the Arc Note, it is required to
prepay the $1.0 million notes issued in January 2000. Arc and  i-engineering are
both privately  owned companies  seeking private  financing and do not presently
have the  funds to pay  their  notes to the  Company.  The  Company's  financial
position may be impaired if either of them fails to pay.

During 1999 and the first quarter of 2000,  the Company has relied  primarily on
its cash flow from operations and financing from its asset-based  lender to fund
its operations. Additionally in the first quarter of 2000, the Company raised $1
million of which  $500,000 is being used to fund  operations  and  $500,000  was
advanced to i-engineering.com,  Inc. However, the Company must still improve its
working capital and  stockholders'  equity in order to increase its revenue from
certain major clients and to attract clients requiring greater working capital.

The company relies on its ability to generate cash flows from operating activity
and its borrowings to fund operations.  The company does not have any agreements
with any other  funding  sources and its business may be impaired if it does not
maintain adequate financing.

At March 31, 2000,  the Company was in violation of the  covenants in its Credit
Agreement with its asset-based lender. Additionally,  the lender has advised the
Company that it will not renew the agreement  when it expires on April  23,2000.
However,  the  lender  has  signed a  forbearance  agreement  with the  Company,
agreeing not to enforce its rights and remedies  under the Loan  Document  until
July 23, 2000. The Company has received a tentative approval from another lender
for a $2.5 million asset based revolving credit facility. The Company's business
will be materially  and adversely  affected if it is unable either to enter into
an agreement with another lender by July 23, 2000, to find alternative financing
or obtain a further forbearance agreement from its asset-based lender.


Forward Looking Statements

The 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.
In particular, statements in this Form 10-Q that state our intentions, beliefs,
expectations,  strategies,  predictions or any other statements  relating to our
future  activities  or other future events or  conditions  are  "forward-looking
statements."  Forward-looking statements are subject to risks, uncertainties and
other  factors,  including,  but not limited to,  those  identified  under "Risk
Factors",  those described in Management's  Discussion and Analysis of Financial
Conditions and Results of Operations in this Form 10-Q, and those  described in
any other filings by the Company with the Securities and Exchange Commission, as
well as general economic conditions, any one or more of which could cause actual
results to differ materially from those stated in such statements.


<PAGE>  16


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:  May 12, 2000                          Joseph G. Sicinski
                                            (Chief Executive Officer)





                                            ------------------------
Date:  May 12, 2000                          Glen R. Charles
                                            (Chief Financial Officer)






























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<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>

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<FISCAL-YEAR-END>                              DEC-31-2000
<PERIOD-END>                                   MAR-31-2000
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<SECURITIES>                                             0
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<CURRENT-ASSETS>                                 3,306,563
<PP&E>                                             767,252
<DEPRECIATION>                                     607,157
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                                              0
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<INCOME-PRETAX>                                   (308,161)
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