SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549
                          ___________________
                                FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ________

                        Commission File No. 0-23382
                        Trans Global Services, Inc.
                (Exact name of Company as Specified in its Charter)

     Delaware                                    62-1544008
(State or other jurisdiction of               (I.R.S. employer
incorporation or organization)                identification no.)

1393 Veterans Memorial Hwy.,
   Hauppauge, New York                            11788
(Address of principal executive offices)        (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:

        Title of Each Class
Common  Stock,  par value .01 per share  Indicate  by a check mark  whether  the
Company (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 twelve months (or such
shorter period that the Company was required to file such reports),  and (2) has
been subject to such filing requirements for the past 90 days. Yes X No

Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Company's  knowledge,  in  definitive  proxy or  information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

State the  aggregate  market  value of the voting  stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked prices of such stock as of March 31, 1998: $9,666,860

State the  number of shares  outstanding  of each of the  Company's  classes  of
common stock as of March 31, 1998:  3,819,716 shares of Common Stock, par value
$.01 per share.

        DOCUMENTS INCORPORATED BY REFERENCE

None



<PAGE>      2

        PART I

Item 1. Business.

Trans Global Services,  Inc. (the "Company"),  is engaged in providing technical
temporary staffing services. In performing such services,  the Company addresses
the current trend of major  corporations in "downsizing"  and  "outsourcing"  by
providing  engineers,  designers and technical personnel on a temporary contract
assignment basis pursuant to contracts with major  corporations.  The engagement
may relate to a specific  project or may cover an extended  period  based on the
client's  requirements.  The Company  believes  that the market for  outsourcing
services  such as  those  offered  by the  Company  results  from  the  trend in
employment   practices  by  major  corporations  in  the  aircraft,   aerospace,
electronics,  energy,  engineering and  telecommunications  industries to reduce
their  permanent  employee  staff and to supplement  their staff with  temporary
personnel  on an  as-needed  basis.  The  Company  seeks to offer its  clients a
cost-effective  means  of work  force  flexibility  and the  elimination  of the
inconvenience  associated  with the employment of temporary  personnel,  such as
advertising, initial interviewing,  fringe benefits and record keeping. Although
the employees provided by the Company are on temporary contract assignment, they
work with the client's  permanent  employees;  however,  they receive  different
compensation and benefits than permanent employees.

In providing its services,  the Company engages the employees,  pays the payroll
and related costs, including FICA, worker's compensation and similar Federal and
state mandated  insurance and related payments.  The Company charges its clients
for services based upon the hourly payroll cost of the personnel. Each temporary
employee  submits to the Company a weekly time sheet with work hours approved by
the client.  The employee is paid on the basis of such hours,  and the client is
billed for those hours at agreed upon billing rates.

The Company  also offers its clients a range of  integrated  logistical  support
services which are performed at the Company's facilities.  These services, which
are  ancillary  to a project,  include the  management  of  technical  documents
involving  technical  writing,   preparation  of  engineering   reports,   parts
provisioning  documents  and  test  equipment  support  documents,  establishing
maintenance  concepts and  procedures,  and  providing  manpower  and  personnel
support. In performing these services, the Company hires the necessary employees
for its own account and may work with the client in developing and preparing the
documentation. Payments are made pursuant to a purchase order from the client on
a project basis and not as a percentage of the cost of the  employees.  To date,
the integrated  logistics  support  business has not generated more than nominal
revenue,  and no  assurance  can be given that the  Company  will  generate  any
significant revenue or profit from such services.

The Company's  strategy has been  directed at  increasing  its customer base and
providing  additional  services,  such as integrated  logistics support,  to its
existing customer base. The Company believes that the key to profitability is to
provide a range of services to an increased  customer base. In this  connection,
the Company is increasing  its  marketing  effort both through its own personnel
and in marketing efforts with other companies that offer complementary services.







<PAGE>      3

Item 1. Business [Continued]

Forward Looking Statements

Statements in this Form 10-K 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-K and in other
documents filed by the Company with the Securities and Exchange Commission.

Organization of the Company

The Company is a Delaware  corporation  which was incorporated in September 1993
under the name Concept  Technologies  Group,  Inc.  ("Concept").  The  Company's
executive  offices are located at 1393 Veterans  Memorial Hwy.,  Hauppauge,  New
York 11788, telephone (516) 724-0006

In May 1995,  Concept acquired all of the issued and outstanding  stock of Trans
Global  Services,  Inc., a Delaware  corporation now known as TGS Services Corp.
("TGS"), in exchange for a controlling interest in the Company. Such transaction
is referred to as the "Trans  Global  Transaction."  In March 1996,  the Company
changed its corporate name to Trans Global Services, Inc. Prior to May 1995, the
Company's  primary  business was the  operation,  through WWR  Technology,  Inc.
("WWR"), of the Klipsch professional  loudspeaker  business.  As a result of the
Trans Global Transaction,  the Company's principal business became the provision
of technical temporary staffing services.  As of September 30, 1995, the Company
sold the stock of WWR to an affiliated party.

TGS is a Delaware corporation which was incorporated in January 1995 to hold the
stock of its two subsidiaries, Avionics Research Holdings, Inc. ("Holdings") and
Resource  Management  International,  Inc.  ("RMI").  Prior to January 1995, the
stock of Holdings  and RMI was held by SIS Capital  Corp.  ("SISC"),  which is a
wholly-owned subsidiary of Consolidated Technology Group Ltd.  ("Consolidated").
Consolidated  is  a  public  company  whose  businesses   include,  a  range  of
telecommunications  services,  and computerized  health information  systems and
related services which are offered to health care providers, in addition to that
of the  Company.  Holdings  was  formed  to  acquire  the  stock of two  related
companies, Avionics Research Corporation of New York and Avionics Research Corp.
of Florida  (collectively,  "Avionics") in December 1993. RMI was formed in 1994
to acquire assets of Job Shop Technical Services,  Inc. ("Job Shop") in November
1994.  RMI  conducts  business  under the name The RMI Group.  Avionics has been
engaged in the contract engineering business since its organization in 1954, and
RMI commenced  such business in November  1994,  with the  acquisition of assets
from Job Shop.

References  to the Company  refer to the  Company and TGS and its  subsidiaries,
unless the context  indicates  otherwise.  References  to Concept  relate to the
Company prior to the consummation of the Trans Global Transaction in May 1995.

At April 8, 1997,  SISC was the owner of  approximately  40.1% of the  Company's
outstanding Common Stock. The Trinity Group, Inc.,  ("Trinity"),  a wholly-owned
subsidiary of Consolidated,  has an agreement with the Company pursuant to which
the Company pays Trinity fees of $15,000 per month through March 2000.





<PAGE>   4

Item 1.  Business [Continued]

In April 1998,  Mr.  Lewis S.  Schiller,  who was  chairman of the board,  chief
executive  officer  and a  director  of  Consolidated,  the  Company  and  other
subsidiaries   of   Consolidated,   resigned  as  an  officer  and  director  of
Consolidated  and  each of its  present  subsidiaries,  including  the  Company.
Messrs.  Norman J. Hoskin and E. Gerald Kay, who were directors of Consolidated,
the Company and other  subsidiaries  of  Consolidated,  resigned as directors of
Consolidated  and such  subsidiaries,  including the Company.  Contemporaneously
with the effectiveness of such resignations,  Messrs. Edward D. Bright,  Seymour
Richter and Donald  Chaifetz  were elected as  directors  to fill the  vacancies
created by the resignation of Messrs. Schiller,  Hoskin and Kay. Messrs. Bright,
Richter and Chaifetz were also elected as directors of Consolidated.

Markets and Marketing

The market for the Company's services is comprised of major corporations in such
industries as aircraft, aerospace,  electronics,  energy, engineering,  computer
services and  telecommunications,  where  "downsizing"  and  "outsourcing"  have
become an increasingly  important method of cost reduction.  Typically, a client
enters into an  agreement  with one or a small  number of  companies to serve as
employer of record for its temporary staff, and its agreements are terminable by
the client without significant notice.

The Company maintains a computerized data base of technical personnel based upon
their  qualifications  and experience.  The data base,  which contains more than
100,000  names,  is  generated  through  employees  previously  employed  by the
Company,  referrals and responses to  advertisements  placed by the Company in a
variety of local media, including newspapers,  yellow pages, magazines and trade
publications.  Part of the Company's  responsibilities for any engagement is the
recruitment  and initial  interviewing of potential  employees,  with the client
conducting  any  final  interviews  it deems  necessary.  The  majority  of work
performed by the Company's  employees is performed at the client's  premises and
under the client's direction, although the Company is the employer of record.

The Company  markets its services to  potential  clients  through its  officers,
management and recruitment  personnel who seek to provide potential clients with
a program  designed to meet the client's  specific  requirements.  The marketing
effort  utilizes  referrals  from  other  clients,  sales  calls,  mailings  and
telemarketing.  The  Company  also  conducts  an  ongoing  program to survey and
evaluate the clients' needs and satisfaction with the Company's services,  which
it uses as part of its marketing effort.

Although  the  Company  has eight  offices,  including  its main  office in Long
Island, New York,  throughout the United States,  there is no limited geographic
markets for the  Company's  services.  The  Company has in the past  established
offices in new  locations  when it receives a contract in the area and it cannot
effectively service such contract from its existing offices. The Company intends
to  continue to  establish  new  offices as  necessary  to meet the needs of its
customers.








<PAGE>      5

Item 1.  Business [Continued]

A client will utilize  contract  engineering  services such as those provided by
the Company  when it  requires a person with  specific  technical  knowledge  or
capabilities  which are not available  from the client's  permanent  staff or to
supplement  its  permanent  staff for a  specific  project  or to meet peak load
requirements. When the client requires personnel, it provides the Company with a
detailed job description.  The Company then conducts an electronic search in its
computerized  resume data base for candidates  matching the job description.  In
addition,  each  branch  office  maintains  a file of active  local  resumes for
candidates  available for assignment in the vicinity of the branch  office.  The
candidates  are then  contacted by telephone by the  Company's  recruiters,  who
interview interested candidates. If a candidate is acceptable to the Company and
interested in the position,  the Company refers the candidate to the client.  An
employment  agreement is executed with the Company prior to the  commencement of
employment.

The Company serves primarily the aircraft,  aerospace and electronics industries
as well as the  telecommunications,  banking and computer science industries and
public  utilities along with numerous  manufacturing  companies.  The Company is
expanding  its  effort  to  address  the  general  trend  of  "downsizing"   and
"outsourcing" by major  corporations on a national basis. To meet this goal, the
Company has commenced a national sales  campaign  addressing a broad spectrum of
Fortune 500 companies, offering a managed staffing service to those companies in
the process of downsizing and outsourcing  specific  functions.  Since a company
engaged  in  downsizing  seeks  to focus on its  core  business  needs  with its
in-house  staff,  the  Company  seeks to  identify  and  address  the needs of a
specific task or department not part of the core business for which  outsourcing
would be an appropriate  method of addressing  those needs. In addressing  these
needs, the Company has conducted marketing efforts with Manpower  International,
Inc., Adecco and Olsten Corporation.

The Company's contracts are generally terminable by the client on short notice.

Trans Global Services' largest customers for 1997 were Boeing, Northrop Grumman,
Lockheed,  Gulfstream  Aerospace and Bell Helicopter Textron which accounted for
approximately $20 million,  $15 million,  $13 million, $7 million and $6 million
or 25.9%, 19.9%, 17.4%, 8.6% and 7.5% of revenue,  respectively. The  Company's 
largest customers for 1996 were Boeing, Lockheed,  Northrop Grumman,  Gulfstream
Aerospace Corp. and Bell Helicopter  Textron,  which accounted for approximately
$16  million,  $13  million,  $9 million,  $5 million and $4 million,  or 25.6%,
20.8%, 14.4%, 8% and 6.4% of revenue,  respectively. For the year ended December
31, 1995,  Northrop  Grumman,  Lockheed and Boeing  accounted for $19.4 million,
$10.2  million  and  $9.6  million,  or  30.7%,  16.1%  and  15.2%  of  revenue,
respectively. No other client accounted for 5% or more of the Company's revenues
in 1997, 1996 or 1995.












<PAGE>      6

Item 1.   Business [Continued]



Competition

The business of providing  employees on either a permanent or temporary basis is
highly  competitive and is typically local in nature.  The Company competes with
numerous  technical  service  organizations,   a  number  of  which  are  better
capitalized,  better known,  have more extensive  industry  contacts and conduct
extensive advertising campaigns aimed at both employers and job applicants.  The
Company believes that the ability to demonstrate a pattern of providing reliable
qualified  employees  is an  important  aspect of  developing  new  business and
retaining existing business. Furthermore, the ability of the Company to generate
revenues  is  dependent  not only  upon its  ability  to obtain  contracts  with
clients,  but also to provide its clients with qualified  employees.  The market
for qualified  personnel is highly  competitive,  and the Company  competes with
other companies in attracting employees.  The ability of the Company to increase
its business with existing  clients or to attract other clients will be affected
by its working capital.  Accordingly, the failure of the Company to increase its
working capital may adversely effect its ability to expand its business.

Government Regulations

The technical temporary staffing industry,in which the Company is engaged,  does
not require licensing as a personnel or similar agency.  However,  as a provider
of personnel for other corporations, the Company is subject to Federal and state
regulations concerning the employment relationship,  including those relating to
wages and hours and  unemployment  compensation.  The Company  also  maintains a
401(k) plan for its  employees  and is subject to  regulations  concerning  such
plan.

The Company does not have contracts with any government  agencies.  However, the
Company does have contracts with clients,  including major defense  contractors,
that have contracts with government  agencies.  The Company's contracts with its
clients are based on hourly billing rates for each technical discipline. Many of
the clients' contracts with government  agencies are subject to renegotiation or
cancellation for the convenience of the government.  Since the manpower needs of
each of the Company's  clients are based on the clients own requirements and the
client's needs are affected by any modification in  requirements,  any reduction
in  staffing  by  a  client  resulting  from  cancellation  or  modification  of
government contracts could adversely impact the business of the Company.

Employees

At December 31, 1997, the Company had 931 employees,  of which 879 were contract
service  employees who performed  services on the clients'  premises and 52 were
executive and administrative employees. Each of the Company's offices is staffed
by recruiters and sales managers.  Each contract  service employee enters into a
contract  with the Company which sets forth the client for whom and the facility
at which the employee's  services are to be performed and the rate of pay. If an
employee  ceases to be required  by the  Company's  clients for any reason,  the
Company has no further obligation to the employee.  Although  assignments can be
for as short as 90 days, in some cases,  they have been for several  years.  The
average  assignment  is in the  range  of  six to  nine  months.  The  Company's
employees are not  represented by a labor union,  and the Company  considers its
employee relationship to be good.

<PAGE>      7

Item 1.    Business [Continued]

Executive Officers of the Company

The following are the executive officers of the Company as of April 8, 1998:


     Name            Age       Position with the Company
    -----            ----      -------------------------
Joseph G. Sicinski   66        Chief Executive Officer, President and director
Glen R. Charles      44        Chief financial officer, secretary and treasurer

Mr.  Joseph G.  Sicinski has been  president and a director of the Company since
the  consummation of the Trans Global  Transaction in May 1995. He served in the
same  capacities for TGS since its  organization  in January 1995, and served as
president  of a  predecessor  of TGS since  September  1992.  He has been  chief
executive  oficer of the Company  since  April  1998.  For more than eight years
prior  thereto,  he was  executive  vice  president of corporate  marketing  for
Interglobal  Technical Services,  Inc., which was engaged in providing technical
temporary staffing services.

Mr.  Glen R.  Charles has been chief  financial  officer  and  treasurer  of the
Company since May 1995 and of TGS since its organization in January 1995. He has
been  secretary of the Company  since April 1998.  Mr.  Charles  served as chief
financial  officer of RMI since its  acquisition in November 1994.  From 1992 to
November 1994, he was engaged in the private  practice of accounting.  For more
than five years  prior  thereto,  he was chief  financial  officer of  Telephone
Support  Systems,   Inc.,  a  manufacturer  of   telecommunications   peripheral
equipment.

Item 2. Description of Property.

The Company leases  approximately  7,500 square feet of office facilities at its
location in Long Island, New York, where it maintains its executive offices.  It
also rents modest office space in Houston, Texas, Phoenix,  Arizona,  Arlington,
Texas,  Los  Angeles,  California,  Seattle,  Washington,  Orlando,  Florida and
Wichita,   Kansas.   The  aggregate  annual  rent  payable  by  the  Company  is
approximately  $210,000,  which is  subject  to annual  increases.  The  Company
believes  that its present  office space is adequate  for its present  needs and
that  additinal  office space is readily  available on  commercially  reasonable
terms.

Item 3. Legal Proceedings.


In May 1991, prior to the acquisition of Avionics by the Company, the Government
Printing  Office wrote the Company  asking for  reimbursement  of  approximately
$300,000 for allegedly  unauthorized work on two programs.  The Company believes
that these  claims  are  without  merit and  intends  to  contest  these  claims
vigorously if reasserted.  The Company believes that the ultimate disposition of
this  matter  will  not  have  a  material   adverse  affect  on  the  Company's
consolidated financial position.






<PAGE>      8

Item 1.    Business [Continued]


In November  1997,  an action was commenced in the Supreme Court of the State of
New York,  County of Suffolk,  by Ralph  Corace  against RMI seeking  damages of
approximately $1.1 million for an alleged breach of contract by the Company. Mr.
Corace was the president of Job Shop Technical  Services,  Inc.,  from which RMI
purchased  assets in  November  1994.  The Company  believes  that the action is
without merit, will vigorously  contest this matter and has filed  counterclaims
against Mr. Corace.


Item 4.  Submission of Matters to a vote of Security Holders.
         
         No matters were voted upon during the fourth quarter of 1997.











































<PAGE>     9

                                        PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

The  Company's  Common Stock is traded on The Nasdaq  SmallCap  Market under the
symbol  TGSI.  

On June 20, 1997, the Company effected a one-for-six reverse split in its Common
Stock. All share and per share information give effect, retroactively,  to such
reverse split.

The high and low closing price for the Company's Common Stock since January 1996
are as follows:
                                                      Common Stock            
                                                    ---------------         
                                                      High      Low            
1996
  First Quarter                                     10-1/8      5-5/8         
  Second Quarter                                    10-1/2      7-5/16        
  Third Quarter                                     11-13/16    8-1/4         
  Fourth Quarter                                    13-1/2      8-5/8         

1997
  First Quarter                                     12-9/16     6-3/4          
  Second Quarter                                     9-3/16     1-5/8
  Third Quarter                                      4-3/4      1-9/16
  Fourth Quarter                                     6-9/16     3-7/8

1998 
  First Quarter                                      6           5

The  closing  price for the  Common  Stock on March 31,  1998 was $5 3/4 . These
quotations reflect  inter-dealer  prices,  without retail mark-up,  mark-down or
commission and may not represent actual transactions.  

As of February  28, 1998,  the Company  believes  that there were  approximately
1,500 beneficial holders of the Common Stock.

The Company has paid no dividends on its Common Stock since inception,  and does
not expect to pay any dividends for the foreseeable future.


















<PAGE>      10

Item 6.  Selected Financial Data.

                             TRANS GLOBAL SERVICES, INC.
                              SELECTED FINANCIAL DATA
                        (In thousands, except per share amounts)

Set forth below is selected  financial  data with respect to the Company for the
years ended December 31, 1997, 1996, 1995, and 1994. The selected financial data
has been derived from the financial  statements  which appear  elsewhere in this
Report. This data should be read in conjunction with the financial statements of
the Company and the related notes which are included elsewhere in this Report.

Statement of Operations Data 1:
------------------------------
<TABLE>
<S>                                          <C>          <C>          <C>        <C>
                                                      Year Ended December 31,
                                                 -----------------------------
                                               1997        1996         1995       1994
Revenue                                       $75,725     $62,594     $63,152     $25,287
Net income/(loss) from continuing operations    1,023        (681)     (4,413)       (411)
Net income/(loss)                               1,023        (681)     (4,696)       (411)
Net income/(loss) per share of Common Stock       .27       ( .27)      (8.88)      (4.08)
Weighted average number of shares of
 Common Stock outstanding                       3,820       2,530         529         100

Balance Sheet Data:
                                                           December 31,
                                                 -----------------------------
                                               1997        1996         1995       1994

Working capital (deficiency)                 $    257     $  (755)      $(2,401)   $(1,805)
Total assets                                   13,942      13,100        12,763     10,345
Total liabilities                               5,943       6,274         8,511      9,033
Accumulated deficit                            (4,765)     (5,788)       (5,106)      (411)
Stockholders' equity                            7,999       6,826         4,252      1,312



Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.

Results of Operations

The following information relates to the business of the Company and TGS for the
periods  covered.  The only  business  conducted by the Company is the technical
temporary  staffing  services  business,  which  was  conducted  by TGS  and its
affiliated  companies  prior to the completion of the Trans Global  transaction.
the business  conducted by the Company prior to the Trans Global  Transaction is
no longer  conducted by the Company and is treated as  discontinued  operations.
References to the Company's  operations  prior to January 1995, when the company
was organized,  relate to the operations of Avionics and RMI as  subsidiaries of
SISC.
</TABLE>




<PAGE>      11
Item  7.  Management's Discussion and Analysis of Financial Condition and
          Results of Operations [Continued].

Years ended December 31, 1997, 1996 and 1995

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 revenue 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 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 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.

For 1997, the Company had revenue of $75.7 million reflecting an increase of 21%
over the revenue for 1996. Revenue for 1996 decreased approximately 1% from 1995
because of the loss in January 1996 of one of the Company's  largest  customers.
The increase in 1997 reflects the success of the  Company's  sales and placement
efforts,  although  its  growth  was  hampered  by its  modest  level of working
capital.  The Company's revenue has been derived  principally from the aerospace
industry.  During 1997,  approximately  63% of the Company's revenue was derived
form its three largest clients and approximately 79% of such revenue was derived
from its five  largest  clients.  In 1996,  approximately  61% of the  Company's
revenue was derived from its three largest clients and approximately 75% of such
revenue was derived  from its five largest  clients.  The same  clients,  all of
which are in the aerospace  industry,  were the Company's three and five largest
clients in both 1997 and 1996. In 1995, 62% of the Company's revenue was derived
from its largest three clients, all of which are in the aerospace industry.  The
trend toward  consolidation in the defense industry in general and the aerospace
industry in particular has accentuated the concentration of major clients within
the aerospace industry, and the Company may be adversely affected by any factors
which affect the defense and aerospace industries.

The  Company's  gross  margin for 1997,  1996 and 1995 was 8.8%,  8.2% and 6.3%,
respectively.  The  improvement in gross margin reflects both the success of the
Company's  efforts  to expand its  customer  base to  include  companies  in the
information  technology sector,  which have generated a higher gross margin than
its traditional client base, and to terminate client relationships or reduce the
scope of services for clients that did not generate an acceptable gross margin.





<PAGE>      12
Item  7.  Management's Discussion and Analysis of Financial Condition and
          Results of Operations [Continued].

Years ended December 31, 1997, 1996 and 1995

Selling, general and administrative expenses exclusive of related party expenses
increased by 5.7% compared to 1996 and decreased by 30.2%  compared to 1995. The
increase in 1997 can be  attributed  to costs of $320,000  that were incurred in
connection with a proposed public offering which was not completed.  The Company
is continuing its efforts to control selling,  general and administrative costs.
The decrease in selling,  general and  administrative  expenses in 1996 from the
level of such  expenses  in 1995 is due to the high  level of  expenses  in 1995
resulting  from the issuance of securities  to  consultants  ($2.3  million) and
penalties for late  withholding  taxes ($1 million).  The Company  completed its
payment schedule with the Internal Revenue Service in July 1997 and is presently
current with regard to all of its taxes.

During 1995, the Company incurred  $528,000 of acquisition  expenses relating to
the issuance of securities in connection with the Trans Global Transaction.  The
acquisition  expenses  reflect the value of Common  Stock  issued to a finder in
connection with the Trans Global  Transaction and in consideration of agreements
by certain of the Company's  stockholders to enter into lock-up agreements.  The
delivery of such shares of Common Stock was deferred  until after the  Company's
certificate  of  incorporation  was amended to increase  its  authorized  Common
Stock. No comparable expenses were incurred in 1997 or 1996.

The Company finances its payroll  obligations by borrowing from a non-affiliated
asset-based  lender at an  interest  rate of 2% in excess of prime.  The Company
also pays a fee of .30% of the face amount of the invoices financed,  regardless
of the amount  borrowed  against the invoice.  This  reflects a reduction in the
financing  charges  resulting  from  a June  1995  amendment  to  its  borrowing
agreement.  Prior to the amendment, the Company paid interest at a rate of 4% in
excess of prime and a fee of 1% of its borrowings  relating to RMI's operations.
The Company's  agreement with its asset-based  lender continues through December
31,  1998.  The  borrowings  are  secured by a security  interest  in all of the
Company's  assets.  At December 31, 1997,  such  borrowings from the asset-based
lender were approximately  $3.6 million.  The ability of the Company to increase
profits is dependent in part upon its ability to reduce its financing costs. The
interest  rates  (exclusive  of the fee)  payable by the Company at December 31,
1997 was 10.50% and at December 31, 1996 and 1995 was 10.25%.  During 1997,  the
interest expense was approximately  $775,000 as compared to $712,000 in 1996 and
$963,000  in 1995.  The  increase of 8.8% from 1996 to 1997  reflects  increased
borrowing  during the year as a result of the increase in revenue.  The decrease
in  interest  expense  in 1996 of 20%  compared  to 1995  reflects  the  reduced
borrowing rates which were effective June 1995.

Amortization of customer lists and other  intangible  assets was reduced in 1997
by 26.6% as compared to 1996 and 1995 due to certain  intangible  assets related
to Avionics Research Holdings having been fully amortized during the year.










<PAGE>    13
Item  7.  Management's Discussion and Analysis of Financial Condition and
          Results of Operations [Continued].

During 1996 the Company  established a $300,000  reserve in connection  with the
claim by the DOL arising from the  acquisition of Job Shop assets.  In 1997, the
Company reached an agreement with the DOL and the independent trustee of the Job
Shop technical  Services,  Inc., 401(k) Plan  (collectively  "DOL"). The Company
agreed to pay the DOL an  aggregate of $300,000 in 18 monthly  installments,  of
which $150,000, plus interest was outstanding at December 31, 1997.

Net Income (Loss)

The  Company  had  net  income  from  continuing   operations  of  approximately
$1,023,000,  or $.27 per share for 1997,  as compared with a loss of $681,000 or
$.27 per share, in 1996 and a loss of $4.4 million, or $8.35 per share, in 1995.
The Company also incurred a loss from  discontinued  operations of approximately
$283,000 or $.53 per share in 1995.

Liquidity and Capital Resources

At December 31, 1997, the Company had $257,000 of working capital. The Company's
principal source of cash during 1997 was the cash flow generated from operations
and its credit  facility with its asset-based  lender.  Cash flow from operating
activity was $1,072,461 in 1997 compared to ($1,109,899) in 1996 and $526,837 in
1995.  The  increased  cash flow in 1997 was  primarily due to the Company's net
income of  $1,022,881  as  compared  with  losses of  $681,000  in 1996 and $4.7
million in 1995.

Investing and financing activities required $519,723 and $280,485, primarily for
capital expenditures of $171,288,  advances to affiliates of $167,453,  deferred
acquisition costs of $160,645,  deferred offering costs of $168,938 and payments
to the Company's asset-based lender to reduce its outstanding loan. The advances
to  affiliates  was  affected  by rent and  compensation  for  office  space and
services  rendered,  that was paid by the Company for a subsidiary of SISC. Such
payments ceased during 1997.

The Company  believes that as profits increase its working capital will increase
as well. However,  unless the Company can improve its working capital, it may be
unable to increase its revenue from certain major clients or to attract  clients
requiring greater working capital.

In the long term, the Company relies on its ability to generate  sufficient cash
flows from operating activity through its asset-based  lender, to fund investing
and  financing  requirements.  The  principal  source  funds,  other  than  its
asset-based lender, has been from the sale of securities.

At  December  31,  1997,  the Company  owed  approximately  $3.6  million to its
asset-based  lender  pursuant to an agreement that continues  until December 31,
1998.  The Company is  presently  in  negotiations  with  lenders to replace the
existing  lender at financing  rates more favorable  than the Company  presently
has.  However,  no  assurance  can be  given  that  the  Company  can or will be
successful in these efforts.







<PAGE>   14

Item  7.  Management's Discussion and Analysis of Financial Condition and
          Results of Operations [Continued].


In May 1991, prior to the acquisition of Avionics by the Company, the Government
Printing  Office  wrote  Avionics  asking  for  reimbursement  of  approximately
$300,000 for allegedly  unauthorized work on two programs.  Although the Company
believes that these claims are without merit and intends to contest these claims
vigorously  if  reasserted,  it believes that the ultimate  disposition  of this
matter will not have a material  adverse  affect on the  Company's  consolidated
financial position.

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 will be 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.


Item 7A.   Quantitative and Qualitative Disclosure About Market Risk.

   Not Applicable.























<PAGE>     15

Item 8. Financial Statements.

The Financial Statements begin on Page F-1.


Item 9. Changes In and Disagreements With Accountants on Accounting and
        Financial Disclosure.

        None

                                        PART III

Item 10. Directors and Executive Officers of the Company.

The following table sets forth certain information concerning the directors
and the executive officers of the Company as of April 8, 1998:

   Name                 Age                  Position with the Company
  -----                -----                -----------------------------
Joseph G. Sicinski      66            Chief executive officer, President 
                                      and director
Glen R. Charles         44            Chief financial officer, secretary and 
                                      treasurer
Edward D. Bright-1      61            Director
Donald Chaifetz-1       65            Director
Seymour Richter         61            Director
----------
-1  Members of the audit and compensation committee.

Mr.  Joseph G.  Sicinski has been  president and a director of the Company since
the  consummation of the Trans Global  Transaction in May 1995. He served in the
same  capacities for TGS since its  organization  in January 1995, and served as
president  of a  predecessor  of TGS since  September  1992.  He has been  chief
executive  officer of the Company  since  April 1998.  For more than eight years
prior  thereto,  he was  executive  vice  president of corporate  marketing  for
Interglobal  Technical Services,  Inc., which was engaged in providing technical
temporary staffing services.

Mr.  Glen R.  Charles has been chief  financial  officer  and  treasurer  of the
Company since May 1995 and of TGS since its organization in January 1995. He has
been  secretary of the Company  since April 1998.  He served as chief  financial
officer of RMI since its  acquisition  in November  1994.  From 1992 to November
1994, he was engaged in the private  practice of accounting.  For more than five
years  prior  thereto,  he was chief  financial  officer  of  Telephone  Support
Systems, Inc., a manufacturer of telecommunications peripheral equipment.

Mr.  Edward D. Bright has been a director of the  Company  since April 1998.  In
April 1998, Mr. Bright was also elected as chairman, secretary,  treasurer and a
director  of  Consolidated  and  a  director  of  Netsmart  Technologies,   Inc.
("Netsmart"),  a publicly-held  subsidiary of Consolidated  that markets medical
information  systems.  From  January  1996 until April 1998,  Mr.  Bright was an
executive  officer of or advisor to  Creative  Socio  Medics  Corp.  ("CSM"),  a
subsidiary of Netsmart  which was acquired by Netsmart  from  Advanced  Computer
Techniques, Inc. ("ACT") in June 1994. From June 1994 until January 1996, he was
chief executive  officer of Netsmart.  He was a senior  executive  officer and a
director of CSM and ACT for more than two years prior to June 1994.


<PAGE>     16
Item 10.  Directors and Executive Officers of the Company [Continued].

Mr.  Donald  Chaifetz has been a director of the Company  since April 1998.  Mr.
Chaifetz is a principal of Maldon Co., Inc., an importing  company.  Mr.Chaifetz
has been in the importing business for more than the past five years.

Mr.  Seymour  Richter has been a director of the Company since April 1998.  From
July 1995 until  April  1998,  Mr.  Richter was  employed  by  Patterson  Travis
Operating  Account Inc., a private  company that makes  investments  for its own
account.  For more than five years  prior  thereto,  he was the chief  executive
officer of Touch Base Ltd., an independent  selling  organization in the apparel
industry.

Messrs. Bright, Chaifetz and Richter were elected to the board following the
resignation of Messrs. Lewis S. Schiller, Norman J. Hoskin and E. Gerald Kay.

In 1997, the board of directors created audit and compensation  committees.  The
audit  committee has the authority to approve the  Company's  audited  financial
statements,  to meet with the Company's independent auditors, to review with the
auditors and with management any management letter issued by the auditors and to
generally  exercise the power normally  accorded an audit  committee of a public
corporation.   In  addition,   any  transactions  between  the  Company  or  its
subsidiaries,   on  the  one  hand,  and  any  officer,  director  or  principal
stockholder or any affiliate of any officer,  director or principal stockholder,
on the other hand, requires the prior approval of the audit committee.

The compensation  committee serves as the stock option committee pursuant to the
Company's stock option plans.  In addition,  it reviews and approves any changes
in compensation for the Company's executive officers.

Directors are elected for a term of one year.

None of the Company's officers and directors are related.

The Company's  Certificate of Incorporation  provides that to the fullest extent
provided by Delaware  law, a director  shall not be liable to the Company or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director.
The Certificate of Incorporation also contains broad indemnification provisions.
These  provisions do not affect the  liability of any director  under Federal or
applicable state securities laws.

During 1997, Mr. Lewis  Schiller,  Consolidated  and SISC did not file Form 4 or
Form 5 pursuant to Section  16(a) of the  Securities  Exchange  Act of 1934 with
respect to their acquisition of certain securities.

Item 11.  Executive Compensation.

Set forth below is information  with respect to compensation  paid or accrued by
the Company for 1997, 1996 and 1995 to its chief  executive  officer and to each
other officer whose compensation exceeded $100,000 for 1997.









<PAGE>    17
                             Annual Compensation      Long-Term Compensation
                                                                (Awards)
                             -------------------      ----------------------
                                                      Restricted   Options SARs
                                                      Stock Awards  (Number)
Name and Principal Position   Year  Salary    Bonus   (Dollars)
---------------------------   ----  ------    -----  ------------ -----------
Lewis S. Schiller, CEO -1     1997      --       --           --     25,000-2
                              1996      --       --           --     92,499-2
                              1995      --       --           --           --
                              
Joseph G. Sicinski, President 1997 243,000   96,000           --     90,000-3
                              1996 195,500       --           --    199,999-3
                              1995 178,000       --           --     41,666-3
                              

1 Mr. Schiller resigned as an officer and director of the Company in April 1998.
Mr.  Schiller has received no  compensation  from the Company.  During the years
ended  December  31,  1997,  1996 and 1995,  the  Company  has been  advised  by
Consolidated that the total  compensation paid or accrued by Consolidated to Mr.
Schiller was $974,000, $340,000 and $250,000, respectively.

2 Represents,  in 1997, an incentive  stock option to purchase  25,000 shares of
Common  Stock at $3.875 per share.  Represents,  in 1996,  warrants  to purchase
66,666 shares of Common Stock at $7.50 per share,  an incentive  stock option to
purchase  25,000  shares of Common  Stock at $6.75 per share and a  nonqualified
stock  option to  purchase  833  shares at $6.18 per share.   Such  options  and
warrants  were granted at the fair market  value on the date of grant.  In April
1998,  in  connection  with his  resignation  as an officer and  director of the
Company,  the options held by Mr.  Schiller were canceled.  The warrants held by
Mr. Schiller were not affected by his resignation.

3 Represents,  in 1997, an incentive  stock option to purchase  90,000 shares of
Common  Stock at $3.875 per share.  Represents,  in 1996,  warrants  to purchase
66,666  shares of Common Stock at $7.50 per share and an incentive  stock option
to purchase  133,333 shares of Common Stock at $6.75 per share.  Represents,  in
1995,  an incentive  stock option to purchase  41,666  shares of Common Stock at
$12.75 per share.  The options  granted in 1995 were canceled in connection with
the grant of incentive  stock  options in 1996.  Such options and warrants  were
granted at the fair market value on the date of grant.

The annual  salary  payable by  Consolidated  to Mr.  Schiller  pursuant  to his
employment agreement with Consolidated was $250,000, subject to a cost of living
increase,  prior  to  September  1,  1996.  Effective  September  1,  1996,  Mr.
Schiller's  annual  salary from  Consolidated  was  increased  to  $500,000.  In
addition,  Mr.  Schiller's  employment  agreement  provided  him with  incentive
compensation from Consolidated based on the results of Consolidated's operations
and Mr. Schiller owned 10% of  Consolidated's  or SISC's equity interest in each
of their operating  subsidiaries and investments.  Mr. Schiller has received 10%
of SISC's equity interest in the Company for nominal consideration. Mr. Schiller
has also received 10% of other securities owned by SISC, including securities of
other subsidiaries of SISC. In April 1998, in connection with his resignation as
an officer  and  director of  Consolidated  and its  subsidiaries,  Consolidated
purchased Mr. Schiller's employment contract, as a result of which the agreement
is no longer in effect.




<PAGE>     18

Item 11.  Executive Compensation [Continued]

In October  1997,  Mr. Joseph G.  Sicinski  entered into a five-year  employment
agreement with the Company pursuant to which he received annual  compensation of
$260,000,  subject to an annual  cost of living  increase.  In  addition,  he is
entitled  to a bonus of 5% of the  Company's  income  before tax,  all  non-cash
adjustments and all payments to  Consolidated,  provided,  that such bonus shall
not exceed 200% of his annual  salary.  The Company also  provides Mr.  Sicinski
with an automobile  which he may use for personal use. This  agreement  replaced
his prior employment  agreement dated September 1, 1996, which provided him with
an annual  base  salary of $234,000  and a bonus of 5% of the  Company's  income
before income taxes,  but not more than 200% of his salary.  The September  1996
agreement  replaced an employment  agreement dated January 1995,  which provided
him with an annual base salary of  $180,000  and a bonus of 5% of the  Company's
income before income taxes, but not more than 200% of his salary.

The Company pays its non-management directors a fee of $500 per month.

The following  table sets forth  information  concerning the exercise of options
and warrants  during the year ended  December 31, 1997 and the year-end value of
options held by the Company's officers named in the remuneration  table. No SARs
have been granted.

        Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End
                                            Option Value

                                             Number of
                                             Securities         Value of
                                             Underlying         Unexercised In-
                                             Unexercised        the-Money
                                             Options at Fiscal Options at Fiscal
                                             Year End -1        Year End - 2
                   Shares Acquired  Value    Exercisable/       Exercisable/
Name               Upon Exercise   Realized  Unexercisable      Unexercisable
------------------  --------------- --------  -------------   -------------
Lewis S. Schiller        --             --      209,166-3         $   ,000/
                                                       --               --

Joseph G. Sicinski       --             --      193,998-4/            ,000/
                                                 179,335              ,000
----------------
     1 Includes options which became exercisable on January 1, 1997.

     2 Based on the closing price per share of Common Stock on December 31,1997,
     which was $6.00.

     3 Represents  warrants to purchase  158,333 shares of Common Stock at $7.50
     per share,  incentive  stock  options to purchase  25,000  shares of Common
     Stock at $6.75 per share  and  25,000  shares  at  $3.875  per  share,  and
     nonqualified stock options to purchase 833 shares of Common Stock at $6.186
     per share.  The stock  options  were  canceled in April 1998.  The warrants
     owned by Mr. Schiller include warrants transferred to him by SISC.

     4 Represents  warrants to purchase  150,000 shares of Common Stock at $7.50
     per share and an  incentive  stock  options to  purchase  43,998  shares of
     Common Stock at $6.75 per share, which are currently exercisable.


<PAGE>    19

Item 11.  Executive Compensation [Continued]

Stock Option Plans

The Company has three stock option plans.  In 1993, the Company adopted the 1993
Stock  Incentive Plan (the "1993 Plan"),  covering an aggregate of 25,000 shares
of Common Stock.  Options to purchase 20,683 shares of Common Stock were granted
at exercise  prices of $18.00 as to 9,083 shares,  $30.00 as to 2,433 shares and
$30.00 as to 9,166 shares. The exercise price of all of such options was reduced
to $13.50 per share in February 1995. As of August 31, 1996, options to purchase
1,691 shares had expired  unexercised.  No options  under the 1993 Plan had been
exercised.  In  January  1995,  the board of  directors  adopted  the 1995 Stock
Incentive  Plan (the "1995  Plan"),  pursuant to which  stock  options and stock
appreciation  rights can be  granted  with  respect  to 50,833  shares of Common
Stock.  At December 31, 1996,  options to purchase 48,333 shares of Common Stock
were  granted  pursuant to the 1995 Plan,  of which  options to purchase  42,500
shares had been  exercised  and options to purchase  5,833 shares at an exercise
price of $3.00 per share were outstanding.

In  May  1995,  the  board  of  directors  adopted,  and,  in  March  1996,  the
stockholders  approved the 1995 Long Term  Incentive  Plan (the "1995  Incentive
Plan"),  initially  covering  83,333 shares of Common Stock.  In April 1996, the
board of directors approved, and in November 1996, the stockholders approved, an
amendment to the 1995  Incentive  Plan which  increased  the number of shares of
Common Stock currently subject to the 1995 Incentive Plan to 415,388 shares. The
number  of  shares  of  Common  Stock  subject  to  the  1995   Incentive   Plan
automatically  increased  by 5% of any  shares  of  Common  Stock  issued by the
Company other than shares issued pursuant to the 1995 Incentive Plan.

Awards under the Plans may be made to key  employees,  including  officers,  and
directors of the Company and its subsidiaries.  Members and alternate members of
the stock option committee are not eligible for options under the 1995 Incentive
Plan,  except that the 1995 Incentive  Plan provides for the automatic  grant to
outside  directors of  non-qualified  options to purchase 833 shares on February
1st of each year,  commencing February 1, 1996. Messrs. E. Gerald Kay and Norman
J. Hoskin are the directors who qualify as  non-management  directors  under the
1995 Plan. Pursuant to the 1995 Incentive Plan, Messrs.  Schiller,  Kay and Joel
S.  Kanter,  who  was a  director  of the  Company  until  February  1997,  were
non-management  directors  on  February  1,  1996,  each  received  an option to
purchase  833 shares of Common  Stock at $6.185 per share,  and Messrs.  Hoskin,
Kay, and Kanter,  who were  nonmanagement  directors  on February 1, 1997,  each
received an option to purchase  833 shares of Common  Stock at $11.25 per share.
The Plans impose no limit on the number of officers  and other key  employees to
whom awards may be made.

The  Plans  are  administered  by a  committee  of at  least  two  disinterested
directors  appointed  by the board (the  "Committee").  Any member or  alternate
member of the Committee  shall not be eligible to receive options or stock under
the  1995  Incentive  Plan  (except  as to the  automatic  grant of  options  to
directors)  or  under  any plan of the  Company  or any of its  affiliates.  The
Committee has broad  discretion in determining the persons to whom stock options
or other  awards are to be granted  and the terms and  conditions  of the award,
including the type of award,  the exercise price and term and  restrictions  and
forfeiture  conditions.  If no  committee  is  appointed,  the  functions of the
committee  shall be  performed  by the  board  of  directors.  The  Compensation
Committee  which is  presently  comprised  of Messrs.  Edward  Bright and Donald
Chaifetz administers the stock option plans.

<PAGE>     20

Item 11.  Executive Compensation [Continued].

The Committee has the authority to grant the following types of awards under the
1995  Incentive  Plan:   incentive  or   non-qualified   stock  options;   stock
appreciation  rights;  restricted stock;  deferred stock;  stock purchase rights
and/or other stock-based  awards. The 1995 Incentive Plan is designed to provide
the Committee with broad discretion to grant incentive  stock-based  rights. All
officers,  including Mr.Joseph G. Sicinski, who is also a director, are eligible
for awards under the 1995 Incentive Plan.

Tax  consequences  of awards provided under the 1995 Plan are dependent upon the
type of award granted. The grant of incentive or nonqualified stock options does
not result in any taxable  income to the  recipient or deduction to the Company.
Upon exercise of a nonqualified stock option, the recipient recognizes income in
the amount by which the fair market  value on the date of  exercise  exceeds the
exercise  price of the option,  and the  Company  receives a  corresponding  tax
deduction.  In the case of incentive  stock options,  no income is recognized to
the employee,  and no deduction is available to the Company, if the stock issued
upon exercise of the option is not transferred within two years from the date of
grant or one year from the date of exercise,  whichever  occurs later.  However,
the exercise of an incentive stock option may result in additional taxes through
the application of the alternative  minimum tax. In the event of a sale or other
disqualifying  transfer of stock  issued upon  exercise  of an  incentive  stock
option,  the employee realizes income, and the Company receives a tax deduction,
equal to the amount by which the lesser of the fair market  value at the date of
exercise or the proceeds from the sale exceeds the exercise price.  The issuance
of stock pursuant to a stock grant results in taxable income to the recipient at
the date the rights to the stock become nonforfeitable, and the Company receives
a deduction  in such  amount.  However,  if the  recipient of the award makes an
election in accordance with the Internal  Revenue Code of 1986, as amended,  the
amount  of his or her  income is based on the fair  market  value on the date of
grant  rather  than  the  fair  market  value  on the  date  the  rights  become
nonforfeitable.   When  compensation  is  to  be  recognized  by  the  employee,
appropriate  arrangements  are to be  made  with  respect  to the  pay-  ment of
withholding tax.

In August 1995, the Company granted to Mr. Joseph G. Sicinski,  president of the
Company,  a six-year  stock option to purchase an aggregate of 41,666  shares of
Common Stock pursuant to the 1995 Plan at an exercise price of $12.75 per share,
being the fair  market  value on the date of grant.  The option was  immediately
exercisable as to 7,833 shares of Common Stock and becomes  exercisable as to an
additional  7,833 shares of Common Stock on each of January 1, 1996,  1997, 1998
and 1999 and becomes  exercisable  as to the  remaining  2,500  shares of Common
Stock on January 1, 2000.

In March 1996,  the  committee  granted  incentive  stock options to purchase an
aggregate of 218,333  shares of Common Stock at $6.75 per share,  being the fair
market value on the date of grant.  Such  options were granted to Mr.  Joseph G.
Sicinski,  president of the Company,  who received an option to purchase 133,333
shares of Common  Stock,  Mr.  Lewis S.  Schiller,  chairman of the board of the
Company,  who received an option to purchase 25,000 shares of Common Stock,  Mr.
Glen R. Charles,  chief financial officer of the Company, who received an option
to purchase  16,666  shares of Common  Stock and  sixteen  other  employees  who
received  options to purchase an aggregate of 43,333 shares of Common Stock.  In
connection with the grant to Mr. Sicinski,  he agreed to the cancellation of the
previously  granted  incentive  stock  options. 


<PAGE>    21
Item 11.  Executive Compensation [Continued].

The options  granted to Messrs.  Schiller and Sicinski have a ten-year term, and
the other options have five year terms.  Except for the options  granted Messrs.
Schiller,  Sicinski and Charles,  all options are immediately  exercisable.  The
options granted to Messrs.  Schiller and Charles are immediately  exercisable as
to 14,666 shares and become exercisable as to the remaining shares on January 1,
1997. The option granted to Mr. Sicinski is immediately exercisable as to 14,666
shares and becomes exercisable cumulatively as to an additional 14,666 shares on
January  1 of each  year from  1997 to 2004 and  becomes  exercisable  as to the
remaining  1,333 shares on January  1,2005.  The options granted to Mr. Schiller
were cancelled in April,  1998 in connection  with his resignation as an officer
and director of the Company.

In October 1997, the committee  granted  incentive  stock options to purchase an
aggregate of 216,000 shares of Common Stock at $3.875 per share,  being the fair
market  value on the date of grant.  Messrs.  Schiller,  Sicinski,  Charles  and
twenty other employees who received options to purchase 25,000,  90,000,  20,000
and 81,000  shares of Common  stock  respectively.  All options have a five-year
term.  Except  for  the  options  granted  to  Mr.  Sicinski,  all  options  are
immediately  exercisable.  The option  granted to Mr.  Sicinski  is  immediately
exercisable as to 25,000 shares and becomes  exercisable  cumulatively  as to an
additional 25,000 shares on January 1 of each year from 1998 to 1999 and becomes
exercisable  as to the remaining  15,000 shares on January 1, 2000.  The options
granted to Mr.  Schiller  were canceled in April,  1998 in  connection  with his
resignation as an officer and director of the Company.

The following table sets forth information concerning options granted during the
year ended December 31, 1997 pursuant to the Company's  1995 Incentive  Plan. No
SARs were granted.

                        Option Grants in Year Ended December 31, 1997

                                Percent of
                  Number of     Total Options
                  Shares        Granted to
                  Underlying    Employees in   Exercise Price
                  Options       Fiscal Year    Per Share           Expiration
 Name             Granted                                          Date
-----------        ----------    -------------  --------------      ---------
Lewis S. Schiller     25,000         11.5%         $3.875            10/22/03
                       

Joseph G. Sicinski    90,000         41.3%          3.875            10/22/03

All current executive
    officers-2       135,000         62.5%          3.875            10/22/03
                     

All non-officer
    directors          1,666-1        0.8%         11.625             1/31/07

All other employees   81,000         37.2%          3.875            10/22/03






<PAGE>    22

Item 11.  Executive Compensation [Continued].

-------------
1: These options are automatically granted pursuant to the 1995 Incentive Plan.

2: Including Messrs. Schiller and Sicinski.




















































<PAGE>     23

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

Set forth below is  information as of April 8, 1998 as to each person owning of
record or known by the Company,  based on information provided to the Company by
the persons named below, to own beneficially at least 5% of the Company's Common
Stock and for all officers and directors as a group.
                                                       Percent of Outstanding
Name and Address-1                  Shares             Common Stock
--------------------              ----------          -----------------------

SIS Capital Corp.
Consolidated Technology Group Ltd.
160 Broadway
New York, NY 10038                 1,529,994                  40.1%

Joseph G. Sicinski
1393 Veterans Memorial Hwy.
Hauppauge, NY 11788                  468,997-2                 11.7%

Lewis S. Schiller
333 Rector Place
New York, New York 10280             316,668-3                  8.0%

Edward D. Bright
Netsmart Technologies, Inc.
146 Nassau Avenue
Islip, NY 11751                           --                     --

Donald Chaifetz
580 Fifth Avenue
New York, New York 10036                  --                     --

Seymour Richter
160 Broadway, Suite 901
New York, New York 10038                  --                     --

All directors and officers
as a group (two individuals owning
stock, warrants or options)          505,663-2,3,4             12.5%

1  Unless  otherwise  indicated,  each  person  has the  sole  voting  and  sole
investment power and direct beneficial ownership of the shares.

2  Represents  (a) 274,999  shares of Common  Stock owned by Mr.  Sicinski,  (a)
43,998 shares of Common Stock issuable  pursuant to an incentive stock option to
the extent  that such option is  presently  exercisable  and (b) 150,000  shares
issuable upon exercise of a warrant held by Mr. Sicinski.

3 Includes (a) 158,333 shares issuable upon the exercise of warrants held by Mr.
Schiller.  Does not include  50,000  shares of Common  Stock held by DLB,  Inc.,
which  is  owned by Mr.  Schiller's  wife.  Mr.  Schiller  disclaims  beneficial
interest in DLB, Inc. or any securities owned by DLB, Inc.

4 Includes  36,666 shares of Common Stock issuable upon exercise of an incentive
stock option held by one other officer.



<PAGE>     24

Item 13.  Certain Relationships and Related Transactions.

The Company has an agreement dated January 1, 1995 with the Trinity Group, Inc.,
a wholly-owned  subsidiary of  Consolidated,  pursuant to which the Company paid
Trinity  $10,000  per  month  during  1997 for  management  services.  Effective
February 1, 1998,  the monthly  payment was increased to $15,000.  Neither SISC,
Consolidated  nor any of their employees,  including Mr. Lewis S. Schiller,  who
was chairman of the board and chief  executive  officer of the Company until his
resignation in April 1998, received any compensation from the Company.

The Company has from time to time made  advances to three  subsidiaries  of SISC
which are not owned or controlled by the Company (the "SISC  Affiliates").  Such
advances were  approximately  $1.7 million and $1.5 million at December 31, 1997
and 1996  respectively.  The amounts  outstanding  on such dates  represent  the
largest amounts  outstanding during the respective periods ending on such dates.
The Company cannot  estimate  whether or when the SISC  Affiliates  will pay the
amounts due the Company because of their lack of available working capital, and,
accordingly,  are  treated  as  long  term  receivables.  Advances  to the  SISC
Affiliates  may  continue.  In  addition,  during  1997,  the  Company  paid the
compensation  and  benefits  of  certain  non-executive  employees  who  perform
services for both the Company one of the SISC  Affiliates  which  shared  common
space with the  Company.  The amount,  which is  approximately
$150,000 per annum, is included in the amount due from the SISC  Affiliates.  As
of December 31, 1997, the Company was no longer providing such services. In July
1997,  SISC also  transferred  85,005 shares of Common Stock to key employees of
Consolidated and certain of its subsidiaries, including Ms. Grazyna B. Wnuk, who
was then the  secretary of the Company,  who  received  40,834  shares of Common
Stock.

In connection  with the resignation in April 1998 of Mr. Lewis S. Schiller as an
officer and  director,  Messrs.  Norman J. Hoskin and E. Gerald Kay as directors
and Ms.  Grazyna B. Wnuk as  secretary,  the Company and such persons  exchanged
general releases.

The Company holds 1,000 shares of a series of preferred  stock of  Consolidated,
which were issued by  Consolidated  in  September  1995 in  connection  with the
transfer by the Company of stock of WWR to a  subsidiary  of  Consolidated.  The
shares  were  issued  to  the  Company  in   satisfaction   of   obligations  of
approximately $2.1 million due by WWR to the Company. At December 31, 1997, such
shares of preferred stock were  automatically  convertible at September  30,2000
into such  number of shares of  Consolidated's  common  stock and has a value on
such date of $2.1 million.  In March 1998, the terms of the preferred stock were
amended,  with the consent of the Company,  to eliminate  the  provision  for an
automatic  conversion and to provide  Consolidated  with the right to redeem the
preferred  stock for $2.1  million  and give the  Company  the right to  require
Consolidated to redeem the preferred stock for $2.1 million.

In July 1997,  SISC sold  258,333  shares of Common  Stock to Mr.  Sicinski  for
$1.625 per share,  which was the market price on the date of sale. Mr.  Sicinski
issued his five-year  non-recourse  promissory note in payment of the shares. In
August  1997,  SISC  transferred  to Mr.  Sicinski a warrant to purchase  83,334
shares of Common Stock at $7.50 per share.  SISC and Mr. Sicinski also canceled,
ab initio,  an option granted by SISC to Mr. Sicinski to purchase 133,333 shares
of Common Stock from SISC at $1.50 per share.




<PAGE>     25
                                    PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a)     Financial Statements.

The following financial statements are filed as part of this Form 10-K:

Trans Global Services, Inc. and Subsidiaries

Report of Independent Certified Public Accountants
Consolidated Balance Sheets as of December 31, 1997 and 1996
Consolidated  Statements  of Operations  for the years ended  December 31, 1997,
1996, and 1995  
Consolidated  Statements of Changes in Stockholders'  Equity for the years ended
December 31, 1997, 1996, and 1995
Consolidated  Statements  of Cash Flows for the years ended  December  31, 1997,
1996, and 1995

Notes to Financial Statements

(b)     Financial Statement Schedules.
    None

(c)     Exhibits

3.1-1  Restated Certificate of Incorporation.
3.2-1  Certificate of Designation for the Series F Preferred Stock. 
3.3-2  By-Laws.
10.1   Employment agreement dated October 15, 1997,, between the Company 
       and Joseph G. Sicinski.
10.2-2 Management services agreement dated January 1, 1995 between Trans 
       Global Services, Inc. and The Trinity Group, Inc.
10.3   Amendment dated February 15, 1998 to the management services agreement
       between the Company and The Trinity Group, Inc.
10.4-3 1995 Long-Term Incentive Plan.   
10.5-4 1993 Stock Option Plan.
10.6-4 1995 Incentive Stock Plan.
10.7-2 Agreement dated as of September 30, 1995 between SIS Capital Corp. 
       and the Company.
10.8-2 Form of Series A Common Stock Purchase Warrants.
10.9-1 Form of Series D Common Stock Purchase Warrants.
10.10-1 Payment agreement between the Internal Revenue Services and Resource
        Management International, Inc.
10.11-1 Agreement dated February 3, 1995 between the Company and Metro Factors,
        Inc. ("Metro").
10.12-1 Letter agreements dated January 29, 1997 and February 5, 1997 between
        the Company and Metro.
10.13   Letter agreement dated January 29, 1998, between the Company and Metro.
10.14   Voluntary settlement agreement between Resource Management Corporation,
        the Secretary of Labor and the court appointed independent trustee of
        the Job Shop Technical Services, Inc. 401(k) Plan.







<PAGE>  26     

Part IV [Continued]


11.1    Computation of loss per share.
21.1-5  Subsidiaries of the Registrant
24.1    Consent of Moore Stephens, P.C.
25.1    Powers of attorney (See Signature Page).
27.1    Financial data schedule.
                       
1     Filed as an exhibit to the Company's registration statement on 
      Form S-1, File No. 333-14289, and incorporated herein by reference.
2     Filed as an exhibit to the Company's Annual Report on Form 10-KSB 
      for the year ended December 31, 1995 and incorporated herein by 
      reference. 
3     Filed as an exhibit to the Company's definitive proxy material for 
      its special meeting of stockholders for November 1996 and incorporated
      herein by reference.
4     Filed as an exhibit to the Company's Registration Statement on 
      Form SB-2, File No. 33-73178 and incorporated herein by reference.
5.    Filed as an exhibit to the Company's Annual Report on Form 10-KSB for the
      year ended December 31, 1996 and incorporated herein by reference.
(d)     Reports on Form 8-K.

None



































<PAGE>    27

        SIGNATURES


In accordance  with Section 13 or 15(d) of the Securities  Exchange Act of 1934,
as  amended,  the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                           TRANS GLOBAL SERVICES, INC.


Date: April      , 1997                    By:
                                           Joseph G. Sicinski
                                           President, Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this  report has been signed by the  following  persons on behalf of the Company
and in the capacities and on the dates  indicated.  Each person whose  signature
appears  below hereby  authorizes  Lewis S.  Schiller and Joseph G.  Sicinski or
either of them  acting in the  absence  of the  others,  as his true and  lawful
attorney-in-fact  and agent, with full power of substitution and  resubstitution
for him and in his name,  place and stead, in any and all capacities to sign any
and all  amendments  to this  report,  and to file the same,  with all  exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange Commission.


Signature                              Title                       Date



                         President, Chief Executive            April  , 1998
Joseph G. Sicinski       Officer and Director
                         (Principal Executive Officer)

                         Treasurer and Chief Financial         April  , 1998
Glen R. Charles          Officer (Principal Financial and
                         Accounting Officer)

                         Director                              April  , 1998
Edward D. Bright 


                         Director                              April  , 1998
Donald Chaifetz


                         Director                              April  , 1998
Seymour Richter









<PAGE>     28


                        INDEX TO FINANCIAL STATEMENTS


TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES                     PAGE

Report of Independent Certified Public Accounts                   F-3

Consolidated Balance Sheets as of December 31, 1997 and 1996      F-4

Consolidated Statements of Operations for the years ended 
December 31,  1997, 1996 and 1995                                 F-6

Consolidated Statements of Changes in Stockholders' Equity 
for the years ended December 31, 1997, 1996,and 1995              F-7

Consolidated Statements of Cash Flows for the years ended 
December 31,  1997, 1996 and 1995                                 F-9

Notes to Financial Statements                                     F- 12






































<PAGE>    29

                      INDEPENDENT AUDITOR'S REPORT

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


We have audited the  accompanying  consolidated  balance  sheets of Trans Global
Services,  Inc. and its  subsidiaries  as of December 31, 1997 and 1996, and the
related consolidated  statements of operations,  stockholders'  equity, and cash
flows for each of the three years in the period ended  December 31, 1997.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance about whether the  consolidated  financial  statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting the amounts and disclosures in the  consolidated  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
consolidated  financial  statement  presentation.  We  believe  that our  audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated  financial position of Trans
Global Services, Inc. and its subsidiaries as of December 31, 1997 and 1996, and
the results of their operations and their cash flows for each of the three years
in the period ended  December 31, 1997, in conformity  with  generally  accepted
accounting principles.




MOORE STEPHENS, P.C.
Certified Public Accountants

Cranford, New Jersey
March 19, 1998



















<PAGE>    30

TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                           December 31,
                                                     1 9 9 7         1 9 9 6

<S>                                          <C>              <C>
Assets:
Current Assets:
Cash and Cash Equivalents                    $      328,484    $     56,231
Accounts Receivable - Net                         5,470,353       5,190,056
Loans Receivable - Officer                           47,500          42,500
Deferred Tax Asset-Current Portion                  177,000              --
Prepaid Expenses and Other Current Assets           176,353         230,074
                                                 ----------      ----------
Total Current Assets                              6,199,690       5,518,861
                                                 ----------       ---------
Property and Equipment - Net                        194,513          74,581
                                                 ----------       ---------
Other Assets:
Due from Affiliates                               1,675,955       1,508,502
Customer Lists                                    2,613,564       2,838,535
Goodwill - Net                                      775,545         824,125
Covenant Not-to-Compete                                  --          60,381
Deferred Offering Costs                                  --         151,307
Deferred Acquisition Costs                          160,645              --
Deferred Tax Asset-Non Current                      178,000              --
Other Assets                                         43,232          22,958
Investment in Preferred Stock of Affiliate        2,100,730       2,100,730
                                                 ----------        --------
Total Other Assets                                7,547,671       7,506,538
Total Assets                               $     13,941,874      13,099,980
                                           ================      ==========   
               

See Notes to Financial Statements.

</TABLE>















                                    F-3



<PAGE>     31
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                       December 31,
                                                   1 9 9 7         1 9 9 6
             
<S>                                            <C>              <C>
Liabilities and Stockholders' Equity:
Current Liabilities:
Accounts Payable and Accrued Expenses          $    591,614      $   283,356     
Accrued Income Taxes Payable                         76,357               --
Accrued Payroll and Related Taxes and Expenses    1,416,134        1,784,061 
Accrued Payroll Tax Penalties                           -0-           77,000
Voluntary Settlement Agreement                      150,000          300,000 
Loans Payable - Asset-Based Lender                3,570,828        3,690,875 
Note Payable - Other                                138,230          138,230
                                                  ---------         --------
Total Current Liabilities                         5,943,163        6,273,522  
                                                   ---------        --------

Commitments and Contingencies [10]                      --               --
                                                  ---------        --------
Stockholders' Equity:

Common Stock, $.01 Par Value, 50,000,000 Shares
Authorized, Issued and Outstanding [3,819,716 -
December 31, 1997, 3,816,888 - December 31, 1996]   38,197            38,168

Capital in Excess of Par Value                  12,887,851         12,879,380

Deferred Consulting Fees                          (162,601)          (303,473)

Accumulated Deficit                             (4,764,736)        (5,787,617)
                                                ----------          ---------
Total Stockholders' Equity                       7,998,711          6,826,458   
                                                ----------           --------
Total Liabilities and Stockholders' Equity     $13,941,874       $ 13,099,980 
                                               ===========         ==========

See Notes to Financial Statements.

</TABLE>













                                      F-4


<PAGE>     32
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                               Y e a r s   e n d e d
                                                D e c e m b e r  31,
                                          1 9 9 7      1 9 9 6     1 9 9 5    
<S>                                 <C>             <C>           <C>
Revenues                            $ 75,724,759   $  62,594,051   $ 63,151,995  

Cost of Services Provided             69,077,544      57,436,052     59,157,016  
                                      ----------      ----------     ----------
Gross Profit                           6,647,215       5,157,999      3,994,979 
                                      ----------      ----------     ----------
Operating Expenses:
Selling, General and
Administrative Expenses                 4,791,674      4,396,503      6,358,030  
Related Party Administrative Expenses     120,000        120,000         90,000  
Amortization - Intangibles                333,995        455,200        455,197  
Acquisition Expenses                           --             --        528,578  
                                        ---------      ---------        -------
Total Operating Expenses                5,245,669      4,971,703      7,431,805  
                                        ---------      ---------      ---------
Operating Profit (Loss)                 1,401,546        186,296     (3,436,826) 
                                        ---------      ---------      ---------
Other Income (Expenses):
Interest Expense                         (775,437)      (712,289)      (963,211) 
Other Income (Expense)                    121,409        144,743        (12,890) 
Settlement Costs                               --       (300,000)            -- 
                                        ---------       --------        -------
Total Other Expenses - Net               (654,028)      (867,546)      (976,101) 
                                        ---------       --------       --------
Income(Loss)From Continuing Operations    747,518       (681,250)    (4,412,927)  
                                        ---------      ---------      ---------
Discontinued Operations:
Loss from Discontinued Operations             --              --       (247,076)
Loss on Sale of Discontinued Segment          --              --        (35,742)
                                       ---------       ---------     ----------
Total Discontinued Operations                 --              --       (282,818) 
                                       ---------       ---------     ----------
Income(Loss)before Benefit for
 income taxes                            747,518      (  681,250)    (4,695,745)
Benefit for income taxes                 275,363              --             --
                                       ---------        --------      ---------
Net Income (Loss)                     $1,022,881        (681,250)   $(4,695,745)  
                                       =========     ===========    ===========
Basic Earnings (Loss) Per Share  
 Continuing Operations                $      .27      $ (    .27)   $     (8.35)
 Discontinued Operations                      --              --           (.53)
                                       ---------      ----------     ----------
Net Income (Loss)                     $      .27      $ (    .27)   $     (8.88)

Weighted Average Number of Shares      3,819,574       2,530,495        528,782                      

Diluted Earnings (Loss) Per Share:
  Incremental Shares from Assumed
  Conversion of Options and Warrants      69,415               0              0
                                       ---------      ----------     ----------
</TABLE>
                                      F-5                    
<PAGE>     33
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS [continued]
<TABLE>
<CAPTION>
                                               Y e a r s   e n d e d
                                                D e c e m b e r  31,
                                          1 9 9 7      1 9 9 6     1 9 9 5    
<S>                                 <C>             <C>           <C>

Weighted Average Number of
  Shares Assuming Dilution             3,888,989       2,530,495        528,782

Diluted Earnings Per Share 
  Continuing Operations                $     .26       $ (   .27)    $   (8.35)
  Discontinued Operations                     --              --         ( .53)
                                       ---------       ---------     ---------
  Net Income (Loss)                    $     .26       $ (   .27)    $   (8.88)


</TABLE>



































                                       F-6



<PAGE>     34

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

Preferred stock $0.01 Par Value Series "A"
Convertible participating Authorized 25,000
shares
Balance - December 31,1994                               25,000        $ 250
Balance - December 31,1995                               25,000          250
Conversion of Series "A"  Preferred Stock
to Common                                               (25,000)        (250)
                                                       --------      -------
Balance - December 31, 1996                                   0            0
                                                       ========      =======
Preferred Stock $.01 Par Value Series
"B" & C"
Convertible Authorized 25,000 shares each
Balance - December 31,1994                               50,000          500
Balance - December 31,1995                               50,000          500
Cancelled in SISC Recapitalization                      (50,000)        (500)
                                                        -------        -----
Balance - December 31,1996                                    0            0
                                                         ======        =====
Preferred stock $.01 Par Value Series "D"
Convertible 6.25% Redeemable Authorized 20,000 shares
Balance - December 31,1994                             20,000            200
Balance - December 31,1995                             20,000            200
Cancelled in SISC Recapitalization                    (20,000)          (200)
                                                      -------          -----
Balance December 31, 1996                                   0          $   0
                                                      =======          =====

Preferred stock $0.01 Par Value Series "E"
Convertible participating Authorized 5,000 shares
Balance - December 31,1994                                 --             --
Issuance of shares of Preferred Stock to Repay Debt     5,000          $  50
                                                       ------          ------
Balance - December 31,1995                              5,000             50
Conversion of shares of Series "E" Preferred
Stock to Common Stock                                  (5,000)         (  50)
                                                       -------          -----
Balance - December 31,1996                                  0              0
                                                       =======         ======



</TABLE>                                              


                                       F-7





<PAGE>  35
Trans Global Services, Inc.
Consolidated Statement of Stockholders' Equity

<TABLE>
<CAPTION>
                                                       Shares         Amounts
<S>                                                    <C>            <C>

Preferred stock $0.01 Par Value Series "F"
Convertible participating Authorized 10,000 shares
Balance - December 31,1994                                 --              --
Balance - December 31,1995                                 --              --
Issued in SISC Recapitialization                       10,000             100
Cancelled on Conversion into Common Stock             (10,000)           (100)
                                                       ------            ----
Balance- December 31, 1996                                  0               0
                                                      =======           ======
Common Stock $.01 Par Value Authorized
50,000,000 shares
Balance - December 31,1994                            100,000           1,000
Issued on Acquisition of Concept                      247,598           2,476
Exercise of Stock Options                             127,833           1,278
Issuance of shares of Common Stock-Private Placement   25,216             252
Issuance of shares of Common Stock-Legend Stock           433               4
Issuance of shares of Common Stock-Regulation S        65,000             650
Issuance of shares of Common Stock-Sirrom Capital         520               5
Exercise of Stock Options                               4,166              42
                                                     ---------          ------
Balance - December 31,1995                            570,766           5,707
Issued on Conversion of Series "A" and "E"
 Preferred Stock                                      353,333           3,533
Issuance of shares of Common Stock -
 Regulation S                                         916,666           9,167
Issuance of shares of Common Stock-
 Sirrom Capital                                         1,040              10
Deferred Issuance of shares of Common Stock
 Related to Acquisition Stock of Concept              123,413           1,234
Deferred Issuance of shares of Common Stock
 Related to Sale of WWR                               176,666           1,767
Issued on Conversion of Series F Preferred
 Stock                                              1,666,666          16,667
Exercise of Common Stock Options                        8,333              83
                                                   ----------         -------
Balance - December 31, 1996                         3,816,883          38,168
Exercise of Common Stock Options                        2,833              29
                                                  -----------        -------- 
Balance - December 31, 1997                         3,819,716         $38,197
</TABLE>


                                       F-8








<PAGE>     36 
 Trans Global Services, Inc.
Consolidated Statement of Stockholders' Equity
<TABLE>
<CAPTION>
                                                                    Amounts
<S>                                                                <C>
Capital in Excess of Par Value
Balance - December 31,1994                                         $1,720,300
Acquisition of Concept                                                980,346
Exercise of Stock Options                                           3,232,758
Issuance of shares of Common Stock-Private Placement                  453,648
Issuance of shares of Common Stock-Legend Stock                           ( 4)
Issuance of shares of Preferred Stock to Repay Debt                   199,950
Issuance of shares of Common Stock-Regulation S                       999,350
Issuance of Below Market Options                                      178,750
Issuance of shares of Common Stock-Sale of WWR                      1,537,000
Acquisition Expenses                                                  528,578
Issuance of shares of Common Stock-Sirrom Capital                      10,525
Exercise of Stock Options                                              24,958
Reverse Merger Costs                                                 (117,854)
Forgiveness of Accrued Interest Prior Years                           111,468
                                                                     --------
Balance - December 31,1995                                          9,859,773
Conversion of Series "A" and "E" Preferred
 Stock to Common                                                      ( 3,233)
Issuance of shares of Common Stock-Regulation S                     2,315,833
Issuance of shares of Common Stock-Sirrom Capital                       9,496
Deferred Issuance of shares of Common Stock related to
Acquisition Stock of Concept                                           (1,234)
Deferred Issuance of shares of Common Stock related to
 Sale of WWR                                                          ( 1,767)
SISC Recapitalization                                                 750,600
Expiration of Below Market Options                                   (138,125)
Issuance of Below Market Options                                       79,687
Conversion of Series F Preferred Stock to Common                      (16,567)
Exercise of Common Stock Option                                        24,917
                                                                     --------
Balance - December 31,1996                                         12,879,380
Exercise of Common Stock Options                                        8,471
                                                                   ----------
Balance - December 31, 1997                                        12,887,851
                                                                   ==========
Accumulated Deficit

Balance - December 31, 1996                                        (5,787,617)
Net Income                                                          1,022,881
                                                                    ---------
Balance - December 31, 1997                                       $(4,764,736)                                
</TABLE>



 

                                       F-9




<PAGE>     37
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>                                                            AMOUNT
<S>                                                              <C>
Deferred Charges
Balance - December 31, 1994                                      $         --
Exercise of Stock Options                                          (2,543,536)
Issuance of Below Market Options                                     (178,750)
Amortization of Deferred Consulting Costs                           2,213,774
                                                                    ---------
Balance - December 31, 1995                                          (508,512)
Amortization of Deferred Consulting Costs                             230,108
Expiration of Below Market Options                                    138,125
Issuance of Below Market Options                                     ( 79,687)
Recapture of Amortization on Expired Below
 Market Options                                                      ( 83,507)
                                                                    ---------
Balance - December 31, 1996                                         ( 303,473)
Amortization of Deferred Consulting Costs                             140,872
                                                                     --------
Balance - December 31, 1997                                         ( 162,601)
                                                                 ============
Total Stockholders' Equity
Balance - December 31, 1994                                         1,311,628
Acquisition of Concept                                                982,822
Exercise of Stock Options                                             690,500
Issuance of shares of Common Stock-Private Placement                  453,900
Issuance of shares of Preferred Stock to Repay Debt                   200,000
Issuance of shares of Common Stock-Regulation S                     1,000,000
Issuance of shares of Common Stock-Sale of WWR                      1,537,000
Amortization of Deferred Consulting Costs                           2,213,774
Acquisition Expenses                                                  528,578
Issuance of shares of Common Stock-Sirrom Capital                      10,530
Exercise of Stock Options                                              25,000
Reverse Merger Costs                                                 (117,854)
Forgiveness of Accrued Interest Prior Years                           111,468
Net (Loss) for the Year Ended December 31, 1995                    (4,695,745)
                                                                    ---------
Balance - December 31, 1995                                         4,251,601
Issuance of shares of Common Stock-Regulation S                     2,325,000
Issuance of shares of Common Stock-Sirrom Capital                       9,506
SISC Recapitalization                                                 750,000
Amortization Deferred Consulting Costs                                230,108
Recapture of Amortization on Expired Below
 Market Options                                                       (83,507)
Exercise of Common Stock Options                                       25,000
Net (Loss) for the Year Ended December 31,1996                       (681,250)
                                                                      -------
Balance - December 31, 1996                                         6,826,458
Exercise of Common Stock Options                                        8,500
Amortization of Deferred Consulting Costs                             140,872
Net Income for the Year Ended December 31, 1997                     1,022,881
                                                                     --------
Balance - December 31, 1997                                       $ 7,998,711
</TABLE>                                                            =========

                                       F10

<PAGE>     38
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>                                         Y e a r s   e n d e d
<CAPTION>                                        D e c e m b e r  31,
                                           1 9 9 7         1 9 9 6       1 9 9 5
             
<S>                                       <C>          <C>          <C>
Operating Activities:
Income (Loss) from Continuing Operations  $1,022,881   $(681,250)   $(4,412,927)  
Adjustments to Reconcile Net Income (Loss)
 to Net Cash Provided By (Used in)
 Continuing Operations:
  Depreciation and Amortization              385,351     477,160        466,817  
 Provision for Doubtful Accounts                  --          --         67,363           
  Charges from Option Exercise               140,872     230,108      2,213,774
 Deferred Offering Costs                     320,245          --             -- 
 Deferred Income Taxes                      (178,000)         --             -- 
Recapture of Amortization on
  Expired Below Market Options                    --     (83,507)            -- 
  Settlement Costs                                --     300,000             -- 
  Non-Cash Expenses Related to
   Trans Global Transaction                       --          --        528,578             
  Common Stock Issued for Services
   Rendered                                       --          --         10,530  
Changes in Operating Assets and Liabilities:
 (Increase) Decrease in Assets:
   Accounts Receivable-Net                  (280,297)   (320,940)       473,305 
   Inventories                                    --          --         55,226 
   Loan Receivable - Officer                (  5,000)    (20,000)       (22,500)
   Deferred Tax Asset-Current Portion       (177,000)         --             --
   Prepaid Expenses and Other
    Current Assets                            53,721    (149,108)       (84,852)
Increase (Decrease) in Liabilities:
  Accounts Payable and Accrued
    Expenses                                 308,258    (267,738)      (544,981) 
  Accrued Payroll and Related
    Taxes and Expenses                      (367,927)     28,376      1,076,504 
  Accrued Payroll Tax Penalties             ( 77,000)   (623,000)       700,000
  Accrued Income Taxes Payable                76,357          --             --
  Accrued Voluntary Settlement Agreement    (150,000)         --             -- 
                                           ---------   ----------      --------
Total Adjustments                             49,580    (428,649)     4,939,764 
                                           ---------  ----------     ----------
Net Cash - Provided by (Used in)  
  Continuing Operations                    1,072,461  (1,109,899)       526,837   
                                          ----------   ---------     ----------

Net Cash - Used in Discontinued Operations        --          --        (97,170)           
                                         -----------  ----------      --------
Net Cash - Provided by (Used in) 
 Operating Activities   -Forward         $ 1,072,461 $(1,109,899)     $ 429,667  
See Notes to Financial Statements.
</TABLE>


                                       F-11



<PAGE>     39
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>                                        Y e a r s   e n d e d
                                                  D e c e m b e r  31,
                                          1 9 9 7        1 9 9 6       1 9 9 5
                                    
<S>                                 <C>            <C>             <C>
Net Cash - Provided by (Used in) 
 Operating Activities Forwarded     $1,072,461     $ (1,109,899)   $ 429,667  
Investing Activities:
 Capital Expenditures                 (171,288)         (55,536)    (110,384) 
 Deferred Acquisition Costs           (160,645)              --           --
 Cash of Merged Company                     --               --      504,210
 Advances  to Affiliates              (167,453)        (274,074)    (791,105) 
 Other, net                           ( 20,337)           2,116     ( 46,600)             
                                    -----------      ---------       --------
Net Cash - Used in Investing 
 Activities                           (519,723)        (327,494)    (443,879)
                                    -----------      ---------      ---------
Financing Activities:
 Net(Payments to) Advances from 
  Asset-Based Lender                  (120,047)         12,173      (340,459)    
Repayment of Long-Term Debt                 --              --      (125,201)    
 Repayment of Subordinated Debt             --        (700,000)     (800,000) 
 Payments to Affiliates                     --        (176,832)     (201,471)
 Deferred Offering Costs              (168,938)       (151,307)           -- 
 Issuance of shares of Common Stock         --       2,334,506     1,453,900  
 Expenses Related to Merged Company         --              --      (117,154) 
 Exercise of Stock Options               8,500          25,000       715,500
 Cash Overdraft                             --              --      (360,306)
 Repayment of Note Payable                  --         (60,513)           -- 
                                      ---------     ----------         ------
Net Cash - (Used in) Provided by
 Financing Activities                 (280,485)      1,283,027       224,809 
Net Increase (Decrease)in Cash and
 Cash Equivalents                      272,253       (154,366)       210,597 
Cash and Cash Equivalents
  - Beginning of Year                   56,231        210,597             --            
Cash and Cash Equivalents
  - End of Year                     $  328,484     $   56,231    $   210,597   
                                    ===========    ===========     ==========
Supplemental Disclosures of Cash
  Flow Information:
   Interest                         $  775,437     $  712,289    $   909,200    
   Income Taxes                     $       --     $       --    $        --


See Notes to Financial Statements.
</TABLE>




                                       F-12




<PAGE>      40
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS


Supplemental Disclosures of Non-Cash Investing and Financing Activities:
During the year ended December 31, 1996, the Company had the following:

Issued  preferred stock and warrants to an affiliate and reduced amounts owed to
such affiliate by $750,000 plus accrued interest. A stock option granted in 1995
expired  without having been  exercised as to 85,000 shares.  This resulted in a
recapture of $83,507 of  amortization  expense.  Additional  stock  options were
granted and non-cash  deferred  charges of $79,687 were  incurred  which will be
amortized over the 2 year life of the option.

During the year ended December 31, 1995, the Company had the following:

Acquired the net assets of Concept Technologies Group, Inc. through a
  reverse merger.  Total net assets of such entities acquired was $982,822
  including cash of $504,210 at the date of acquisition.
Issued preferred stock with a value of $200,000 to an affiliate and reduced
  amounts owed to such affiliate by $200,000 plus accrued interest.
Issued stock options and received exercise proceeds of $715,500 and
  incurred non-cash deferred charges of $2,213,774.
An affiliate forgave $111,468 of accrued interest payable which has been
  recorded as a contribution to capital.



See Notes to Financial Statements.
























                                       F-13





<PAGE>     41

TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

[1] Basis of Presentation

Trans Global Services,  Inc. ("the Company"),  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.  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.

On May 8, 1995, the Company  acquired all of the issued and outstanding  capital
stock of TGS Services, Inc., ["Trans Global"] and issued (a) 1,000,000 shares of
Common Stock, (b) shares of a series of preferred stock that, upon the filing of
a  certificate  of  amendment  to the  Company's  certificate  of  incorporation
increasing the authorized Common Stock, were converted into 2,000,0000 shares of
Common Stock, (c) shares of two series of preferred stock which were convertible
into an aggregate of 2,500,000  shares of Common Stock if certain  levels of net
income  before  income taxes for 1995 and 1996 were attained and (d) shares of a
series of preferred stock which were not convertible, but which had an aggregate
redemption price of approximately $1.7 million,  and was payable from 50% of the
net proceeds received by the Company from the sale of equity securities. None of
such preferred  stock was  outstanding at December 31, 1997 or 1996 [See Notes 7
and  15].Trans  Global was formed by SISC in January  1995, to hold the stock of
Holdings  which was acquired by SISC in December 1993, and RMI, which was formed
by SISC to acquire assets of Job Shop  Technical  Services in November 1994. The
transactions by which the Company acquired the stock of Trans Global is referred
to as the "Trans Global Transaction."

The Trans Global  Transaction was accounted for as a reverse merger,  with Trans
Global being the surviving  company.  In accounting for the reverse merger,  the
equity of Trans Global, as the surviving  corporation,  and Concept Technologies
Group, Ltd., which, when referred to as the acquired corporation, is referred to
as  "Concept,"  was  recapitalized  as of March 31, 1995.  The  recapitalization
included the reclassification of Concept's accumulated deficit of $11,060,479 as
a  reduction   of  capital  in  excess  of  par   value-common   stock  and  the
reclassification  of Trans Global's  March 31, 1995  preferred  stock and common
stock to capital in excess of par value-common stock.

The Company's  principal  business [the "Concept  business"]  prior to the Trans
Global  Transaction  was the  ownership and  operation of WWR  Technology,  Inc.
["WWR"],  which conducted the Klipsch professional  loudspeaker business,  which
has been discontinued.









                                       F-14


<PAGE>     42
TRANS GLOBAL SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS

As of  September  30, 1995,  the Company sold all of the issued and  outstanding
shares of capital stock of WWR to an affiliate, SISC, in consideration for which
SISC  released  the  Company  from its  obligations  with  respect to a $275,000
advance made to the Company and WWR in order to enable WWR to pay an outstanding
debenture. As part of the transaction, the Company issued to SISC 176,666 shares
of Common  Stock.  WWR had,  at the time of the  transaction,  a  deficiency  in
stockholders' equity of approximately $1.4 million.  Among WWR's liabilities was
approximately  $2.1  million  payable to the  Company,  which,  based upon WWR's
historical  and current cash flow,  would not likely be paid in the near future.
This payable was  satisfied  by  Consolidated,  the parent of SISC,  through the
issuance of 1,000 shares,  of a  newly-created  series of Series G 2% Cumulative
Convertible Preferred Stock, (" Series G Preferred Stock"),  which automatically
converts on  September  30,  2000 into such  number of shares of  Consolidated's
common stock as has a value equaling $2.1 million.  In April 1998,  Consolidated
amended its certificate of incorporation, with the consent of the Company as the
sole holder of the Series G Preferred  Stock, to change the rights,  preferences
and  privileges of the holders of the Series G Preferred  Stock.  As a result of
such  amendment,  the  conversion  provisions  were  terminated and the Series G
Preferred   Stock  became   subject  to  redemption  at  the  option  of  either
Consolidated  or the  holders of the Series G  Preferred  Stock at an  aggregate
redemption  price of $2.1 million.  The Series G Preferred Stock is reflected on
the balance  sheet as Investment  in Preferred  Stock of Affiliate  based on the
redemption price of the shares.


[2] Summary of Significant Accounting Policies

Principles of  Consolidation  - The 1997, 1996 and 1995  consolidated  financial
statements  include  the  accounts  of  Trans  Global  Services,  Inc.  and  its
subsidiaries,   Holdings  and  RMI.  All  intercompany  transactions  have  been
eliminated in consolidation.

Cash and Cash Equivalents - The Company considers all highly liquid  instruments
purchased with a maturity of three months or less to be cash equivalents.  There
were no cash equivalents at December 31, 1997 and 1996.

Prepaid Expenses and Other Current Assets - Prepaid expenses  primarily  consist
of approximately $144,000 and $173,000 of prepaid insurance at December 31, 1997
and 1996, respectively.

Property  and  Equipment  -  Property  and  equipment  are  stated  at cost less
accumulated  depreciation  and  amortization.  Depreciation and amortization are
computed using  straight-line and accelerated  methods over the estimated useful
lives of the respective assets.  Estimated useful lives range from 3 to 10 years
as follows:

Furniture and Fixtures                  5 - 7   years
Leasehold Improvements                  5 - 10  years

Transportation Equipment                3 - 4   years

Equipment                               5 - 10  years




<PAGE>     43
TRANS GLOBAL SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS

Expenditures  for  maintenance  and repairs,  which do not improve or extend the
life of the  respective  assets are expensed  currently  while major repairs are
capitalized.

Offering Costs- Deferred  offering costs of $ 169,000 and $151,000 were incurred
in 1997 and 1996  with  respect  to a  proposed  public  offering  which was not
completed  in 1997.  These  costs have been  expensed  to  selling,  general and
administrative in 1997.

Deferred  Acquisition  Costs  -  Deferred  acquisition  costs  represent  legal,
accounting  and  other  costs  associated  with  the  consummation  of  business
acquisitions by the Company. When such acquisitions are consummated, these costs
will be added to other costs incurred in the acquisition of such businesses.  If
such  acquisitions  are not  completed  in the near  term,  these  costs will be
expensed.

Revenue Recognition - The Company records revenue as services are provided.

Stock Options and Similar  Equity  Instruments - On January 1, 1996, the Company
adopted  the  disclosure  requirements  of  Statement  of  Financial  Accounting
Standards ["SFAS"] No. 123, "Accounting for Stock-Based Compensation," for stock
options and  similar  equity  instruments  [collectively,  "Options"]  issued to
employees, however, the Company will continue to apply the intrinsic value based
method of accounting  for options  issued to employees  prescribed by Accounting
Principles  Board  ["APB"]  Opinion  No.  25,  "Accounting  for Stock  Issued to
Employees"  rather than the fair value based method of accounting  prescribed by
SFAS No.123. SFAS No. 123 also applies to transactions in which an entity issues
its equity  instruments to acquire goods or services from non- employees.  Those
transactions  must be accounted for based on the fair value of the consideration
received or the fair value of the equity instruments  issued,  whichever is more
reliably measurable.

Income  Taxes - The  Company  accounts  for  income  taxes  under  Statement  of
Financial  Accounting  Standards (SFAS) No. 109,  "Accounting for Income Taxes".
Under SFAS No. 109, the asset and liability method is used to determine deferred
tax assets and liabilities based on differences  between financial reporting and
tax bases of assets and liabilities and are measured using the enacted tax rates
and laws that will be in effect when the differences are expected to reverse.

Earnings Per Share-  Earnings  per share of Common  Stock  reflects the weighted
average  number of shares  outstanding  for each  year.  On June 20,  1997,  the
Company effected a one-for-six  reverse split in its Common Stock. All share and
per share information in these financial statements gives effect, retroactively,
to such reverse  split.  The  Financial  Accounting  Standards  Board has issued
Statement  of Financial  Accounting  standard  ("SFAS")  No.128,  "Earnings  Per
Share",  which is effective for financial  statements  issued for periods ending
after December 15, 1997.  Accordingly,  earnings per share data in the financial
statements  for the year  ended  December  31,  1997,  have been  calculated  in
accordance  with SFAS No. 128.  Prior  years' earnings per share data have been
recalculated as necessary to conform to  prior years' data to SFAS No.128.






<PAGE>     44
TRANS GLOBAL SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS

SFAS No. 128 supercedes Accounting Principles Board Opinion No.15, "Earnings Per
Share",  and replaces its primary  earnings per share with a new basic  earnings
per share  representing  the amount of earnings for the period available to each
share of common stock outstanding during the reporting period.  SFAS No.128 also
requires a dual presentation of basic and diluted earnings per share on the face
of  the  statement  of  operations  for  all  companies  with  complex   capital
structures.  Diluted  earnings per share reflects the amount of earnings for the
period available to each share of common stock outstanding  during the reporting
period,  while giving effect to all dilutive  potential  common shares that were
outstanding during the period,  such as common shares that could result from the
potential exercise or conversion of securities into common stock. 

The  computation  of diluted  earnings  per share  does not assume  conversion,
exercise or contingent  issuance of securities  that would have an  antidulutive
effect on earnings  per share (i.e.,  increasing  earnings per share or reducing
loss per share).  The dilutive  effect of  outstanding  options and warrants and
their   equivalents  are  reflected  in  dilutive  earnings  per  share  by  the
application  of the treasury  stock method which  recognizes the use of proceeds
that could be obtained  upon the  exercise of options and  warrants in computing
diluted  earnings  per share.  It  assumes  that any  proceeds  would be used to
purchase common stock at the average market price during the period. Options and
warrants will have a dilutive effect only when the  average market price of the
common  stock  during the period  exceeds the  exercise  price of the options or
warrants.

[2] Summary of Significant Accounting Policies [Continued]

Securities  that could  potentially  dilute earnings per share in the future are
disclosed in Notes 15 and 16.

Impairment - The Company reviews certain  long-term assets,  including  goodwill
and other  intangibles  to determine  whether  their  carrying  value has become
impaired,  pursuant to guidance established in Statement of Financial Accounting
Standards No. 121,  "Accounting for the impairment of long-lived  assets and for
long-lived assets to be disposed of." [See Note 5]

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.

Concentration  of Credit Risk - The Company  extends  credit to customers  which
results in accounts  receivable arising from its normal business  activities and
does not require its customers to  collateralize  their payables to the Company.
It routinely  assesses the financial strength of its customers and believes that
its accounts  receivable  credit risk exposure is limited.  Such estimate of the
financial  strength of such customers may be subject to change in the near term.
For each of the years ended December 31, 1997 and 1996, a significant portion of
the Company's receivables were derived from three customers [See Note 13].





<PAGE>     45

TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

Due to the nature of its operations,  the Company deposits,  on a monthly basis,
amounts in excess of the federally  insured limit in financial  institutions for
the payment of payroll  costs.  Such  amounts are  reduced  below the  federally
insured  limit as payroll  checks are  presented  for  payment.  Such  reduction
generally  occurs over three to four  business  days. At December 31, 1997,  the
Company had amounts on deposit with two financial  institutions  which  exceeded
the  federally  insured  limit by  approximately  $400,000.  The Company has not
experienced any losses and believes it is not exposed to any significant  credit
risk from cash and cash equivalents.

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

Receivables  are shown net of an allowance  for doubtful  accounts of $62,500 at
December 31, 1997 and 1996. The Company  finances a majority of its  receivables
from an asset-based  lender under  agreements  entered into in February 1995 and
subsequently  amended.  The agreements  have a maximum  availability of funds of
$5,500,000.  Funds can be advanced  in an amount  equal to 85% of the total face
amount of outstanding and unpaid receivables, with the asset-based lender having
the right to reserve 15% of the outstanding and unpaid receivables financed. 

The  interest  rate is equal to the base  lending  rate of an agreed  upon bank,
which was 8.50% at December 31, 1997 plus 2% and a fee of .3% of the receivables
financed.  The  asset-based  lender  has a  security  interest  in all  accounts
receivables,  contract rights, personal property,  fixtures and inventory of the
Company.  At  December  31,  1997 and 1996,  the total  amount  advanced  by the
asset-based lender was $3,570,828 and $3,690,875.  The weighted average interest
rate on this short-term  borrowing  outstanding for the years ended December 31,
1997 and 1996 was approximately 10.50% and 10.25%,  respectively.  The agreement
with its asset-based  lender continues through December 31, 1998. The Company is
currently seeking  alternative  financing sources.  However, no assurance can be
given  that the  Company  can or will be able to obtain an  alternate  financing
source by December 31, 1998,, the failure of which could have a material adverse
effect upon the Company in the near term.

[4] Property and Equipment

Property and equipment at December 31, 1997 and 1996  is as follows:
<TABLE>
<S>                                          <C>           <C>        
                                             1 9 9 7        1 9 9 6       
Equipment                                    $ 349,701     $ 288,337      
Furniture and Fixtures                         189,134       171,770      
Leasehold Improvements                          93,602         1,039      
                                               -------       -------      
Totals - At Cost                               632,437       461,146      
Less: Accumulated Depreciation                 437,924       386,565      
                                               -------       -------      
Totals                                         194,513     $  74,581      
</TABLE>
Depreciation  expense charged to operations was $51,359 in 1997, $22,160 in 1996
and $11,820 in 1995.




<PAGE>     46
TRANS GLOBAL SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS

[5] Intangibles

The Company acquired its  subsidiaries  [See Note 2] during 1994. As part of the
purchase agreements, the Company acquired customer lists, a restrictive covenant
and goodwill. The intangible assets acquired and the related amortization on the
straight-line method are summarized as follows:
<TABLE>
<S>               <C>  <C>                   <C>           <C>              <C>           <C>

                                               Accumulated Amortization      Net of Amortization
                 Life                               December 31,                 December 31,
                 Years    Cost                     1997        1996            1997       1996

Customer Lists    15   $3,374,477            $  760,913    $535,942         $2,613,564    $2,838,535 
Goodwill          20   $  971,623            $  196,078    $147,498         $  775,545    $  824,125 
Covenants
Not-to-Compete     5   $  907,257            $  907,257    $846,876         $   60,381    $   60,381 
</TABLE>

Goodwill  represents the excess of the acquisition  costs over the fair value of
net  assets of  business  acquired.  Amortization  expense  is  calculated  on a
straight-line  basis over twenty years. Other intangibles are Customer Lists and
Covenants  Not-to-Compete.   Customer  Lists  represent  listings  of  customers
obtained  through  acquisitions  to which the Company  can market its  services.
Customer  Lists are recorded at cost and are amortized on a straight- line basis
over the estimated useful life of fifteen years.  Covenants  Not-to- Compete are
non-compete  agreements  signed with  employees  of acquired  companies  and are
amortized on a straight line basis over the five year lives of such  agreements.
These  agreements were fully amortized in 1997. The Company reviews Goodwill and
other  intangibles  to  assess   recoverability  from  future  operations  using
undiscounted  cash flows. If the review indicates  impairment,  the Company will
incur a charge against operations to the extent that carrying value exceeds fair
value. Management has determined that fair value exceeds carrying value as
of December 31, 1997.

[6]  Subordinated  Debt 

The Company,  having been  delinquent in filing certain payroll taxes during the
quarter ended March 31, 1996, entered into an agreement later that year with the
Internal  Revenue Service ["IRS"] to pay those taxes,  interest and penalties in
installments.  At December 31, 1997 all taxes,  interest and  penalties had been
paid in full and the Company was current  with regard to all taxes.  The Company
is in the  process of  contesting  the  penalties  and is seeking to recover the
amount paid.

The Company,  as part of its acquisition of assets of Job Shop, agreed to assume
a  certain  debt for  delinquent  taxes  owed by Job Shop to the IRS.  The total
outstanding amount of the debt was $2,000,000, of which $500,000 was paid at the
closing of the acquisition of such Job Shop assets. The remaining $1,500,000 was
payable in 15 monthly  installments  of $100,000  commencing May 31, 1995.  This
obligation was paid in 1996.





<PAGE>     47

TRANS GLOBAL SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS

[7] Related Party Transactions

Trans  Global was  organized by SISC in January 1995 to hold all of the stock of
Holdings,  which was acquired by SISC in December  1993,  and RMI, which was was
formed by SISC to acquire  assets of Job Shop in November  1994.  At the time of
the organization of Trans Global,  Trans Global issued to SISC, in consideration
for the  shares of  Consolidated  common  stock  issued in  connection  with the
acquisitions of Holdings and Job Shop assets,  shares of a redeemable  preferred
stock.  Trans  Global  also issued to SISC  warrants  to purchase  shares of its
common  stock.  The Trans  Global  stock  and  warrants  were  issued to SISC in
consideration for the transfer of the stock of Holdings and RMI and the advances
made by SISC. In connection with the organization of Trans Global,  Trans Global
also issued a 3.4%  interest to the  president  of TGS, in exchange  for certain
rights he had with respect to the stock of Holdings. Also in connection with the
organization of Trans Global, SISC transferred a 5% interest in its common stock
and  warrants in Trans  Global to DLB,  Inc.  ["DLB"] in exchange  for DLB's 10%
interest in Avionics.  DLB is owned by the wife of the chairman of the board and
chief  executive  officer  of  the  Company,   however,  the  chairman  dislaims
beneficial ownership in DLB or any securities owned by DLB.

Pursuant to the Trans  Global  Transaction  [See Note 1], the Company  issued to
SISC, the president of the Company and DLB, who were the  stockholders  of Trans
Global, in exchange for the common stock,  preferred stock and warrants of Trans
Global, an aggregate of (a) 166,666 shares of Common Stock, (b) 25,000 shares of
Series A Convertible Participating Preferred Stock ["Series A Preferred Stock"],
(c) 25,000 shares each of Series B and C Preferred Stock which were  convertible
into an aggregate of 416,666  shares of Common Stock if certain levels of income
before  income  taxes  are  attained,  and (d)  20,000  shares of Series D 6.25%
Redeemable  Cumulative Preferred Stock ["Series D Preferred Stock"],  which were
not  convertible,  but which had an aggregate  redemption price of approximately
$1.7 million.

Additionally  with respect to the Trans Global  Transaction,  the Company issued
two-year  warrants to purchase an aggregate of 83,333  shares of Common Stock at
$21.00  per  share.  As a result of the March 1996  amendment  to the  Company's
certificate of incorporation  increasing the authorized Common Stock, the 25,000
shares of Series A Convertible Preferred Stock were automatically converted into
333,333  shares of Common Stock.  The former  stockholders  of Trans Global have
certain  registration  rights with respect to securities  issued pursuant to the
Trans Global Transaction.

In connection  with the sale of WWR to an affiliate of SISC,  the Company issued
to SISC 176,666 shares of Common Stock. In connection with such transaction, WWR
satisfied its  obligation to pay  approximately  $2.1 million due to the Company
through the issuance of preferred stock of Consolidated, the parent of SISC [See
Note 1].

The Company has a management  services agreement with a wholly-owned  subsidiary
of  Consolidated  pursuant  to which the  Company  paid a monthly fee of $10,000
through January 1998. Commencing February 1998 such fee was increased to $15,000
through March 2000.




<PAGE>     48

TRANS GLOBAL SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS

At June 30, 1995, SISC converted  $200,000 of the Company's  obligations to SISC
into 5,000  shares of Series E Preferred  Stock.  In March 1996,  as a result of
amendment  to  the  Company's   certificate  of  incorporation   increasing  its
authorized  common  stock,  the 5,000  shares of  Series E  Preferred  Stock was
automatically converted into 20,000 shares of Common Stock.

SISC advanced approximately $1,100,000 to the Company as of July, 1996. Pursuant
to an exchange [the "SISC  Recapitalization"],  the Company issued to SISC 9,900
shares of Series F Preferred  Stock and warrants to purchase  533,333  shares of
Common  Stock at $7.50 per share in exchange  for the  cancellation  of $750,000
principal  amount of the Company's  debt to SISC and all of the shares of Series
B, C, and D Preferred Stock owned by SISC,  including  accrued  dividends due on
the Series D Preferred Stock. As part of the SISC Recapitalization,  the Company
issued  100 shares of Series F  Preferred  Stock to DLB,  which  owned 5% of the
Series B and C Preferred  Stock.  The 10,000 shares of Series F Preferred  Stock
were  converted  into  1,666,666  shares of Common Stock in October and December
1996. As a result of the SISC  Recapitalization,  the Company's  obligations  to
SISC was reduced to $300,000, which was paid in 1996.

In April  1996,  the  Company  issued to its  directors  warrants to purchase an
aggregate  of 283,333  shares of Common  Stock at $7.50 per share.  The warrants
which   are  the  same  as  those   issued   to  SISC   pursuant   to  the  SISC
Recapitalization,  expire on April 1, 2001 and provide the holders  with certain
registration  rights.  In  connection  with the issuance of such  warrants,  the
obligation  of the  Company to issue to two  directors  warrants  to purchase an
aggregate of 25,000 shares at $21.00 per share was terminated.

In July 1997,  SISC sold  258,333  shares of Common  Stock to Mr.  Sicinski  for
$1.625 per share,  which was the market price on the date of sale. Mr.  Sicinski
issued his five-year  non-recourse  promissory note in payment of the shares. In
August  1997,  SISC  transferred  to Mr.  Sicinski a warrant to purchase  83,334
shares of Common Stock at $7.50 per share.  SISC and Mr. Sicinski also canceled,
ab initio,  an option granted by SISC to Mr. Sicinski to purchase 133,333 shares
of Common Stock from SISC at $1.50 per share.

The Company has from time to time made  advances to three  subsidiaries  of SISC
[the "SISC  Subsidiaries"] which are not owned or controlled by the Company. The
aggregate amount of such advances  outstanding on December 31, 1997 and 1996 was
$1,676,000 and $1,509,000,  respectively.  The amounts outstanding on such dates
represent the largest amounts outstanding during the respective years.  Advances
to the SISC  Subsidiaries  may continue.  The Company has accounted for interest
income from these  subsidiaries of $130,000,  $106,000 and $43,000 for the three
years ended December 31, 1997, 1996 and 1995 respectively.

[8] Notes Payable

Other - At December 31, 1997 and 1996, a note payable to former  stockholders of
an  acquired  subsidiary  due  September  1996  with  interest  at  7%  remained
outstanding.  The  payment  of  principal  and  interest  on this  note has been
suspended pending the outcome of the Government Printing Office contingency [See
Note 11].

The  weighted  average   interest  rate  on  the  above  short-term   borrowings
outstanding as of December 31, 1997 and 1996 was  approximately  7.4% and 7.75%,
respectively.
<PAGE>     49
TRANS GLOBAL SERVICES, INC.
NOTES TO FINANCIAL STATEMEN

[9] Income Taxes

Deferred  income taxes reflect the net tax effects of (a) temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amounts used for income tax purposes,  and (b)  operating  loss
carryforwards. The tax effects of significant items comprising the Company's net
deferred tax asset as of December 31, 1997 and 1996 are as follows:

                                                     December 31,
                                                   1997        1996
<TABLE>
<S>                                             <C>            <C>
Deferred Tax Liabilities                        $      --      $      --
                                                  -------      ---------
Deferred Tax Assets:
 Allowance for Doubtful Accounts not
  Currently Deductible                             25,000         25,000
 Net Operating Loss Carryforwards               1,482,000      2,200,000
                                                ---------      ---------
Totals                                          1,507,000      2,225,000

Valuation Allowance                             1,152,000      2,225,000
                                                ---------      ---------
Net Deferred Tax Asset                            355,000             --
Net Deferred Tax Asset - Current Portion          177,000             --
                                                ---------      ---------
Net Deferred Tax Asset - Non Current           $  178,000      $      --
                                               ==========      =========  
                                        
</TABLE>

The Company has  recorded a net  deferred  tax asset of $355,000 at December 31,
1997. The  realization of the net deferred tax asset is dependent on the Company
generating  sufficient taxable income in future years.  Although  realization is
not assured,  management believes it is more likely than not that all of the net
deferred  tax asset will be  realized.  The amount of the net deferred tax asset
considered  realizable,  however, could be reduced in the near term if estimates
of future taxable income are reduced.

The  Company's  deferred  tax  asset  valuation  allowance  was  $1,152,000  and
$2,225,000  as of  December  31,  1997 and  1996,  respectively.  The  valuation
allowance  represents  the tax effects of net operating loss  carryforwards  and
other temporary  differences  which the Company does not expect to realize.  The
(decrease)  increase in the valuation allowance of $(1,073,000) and $300,000 for
the years ended December 31, 1997 and 1996 is comprised of the following:











<PAGE>     50
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS

[9] Income Taxes [continued]

                                               1997               1996
                                               ----               ----
Net Operating Loss Carryforwards           $(1,073,000)       $  300,000

The current and deferred income tax components of the provision [benefit] for
income taxes consist of the following:
                                       Years ended  December 31,        
                                   1997           1996          1995
                                   ----          -----         -----
<TABLE>
<S>                                <C>           <C>           <C>
Current:
 Federal                           $       --       $     --      $     --
 State                                 79,637             --            --
                                      -------       --------      --------
Totals                             $   79,637       $     --      $     --

Deferred:
 Federal                             (277,610)            --            --
 State                               ( 77,390)            --            --
                                     ---------      --------      --------
Totals                             $ (355,000)      $     --      $     --
                                   ----------       --------      --------
Totals                             $ (275,363)      $     --      $     --
                                   ==========       ========      ========
</TABLE>

A reconciliation of the federal statutory rate to the Company's effective tax
rate is as follows:
                                               Years Ended December 31,
                                            1997            1996        1995
<TABLE>                                     ----            ----        ----
<S>                                         <C>             <C>         <C>
Federal Statutory Rate                       34%             (34%)      (34%)

State Income Taxes, net of
 federal tax                                  7%              --         --

Federal tax benefit of net operating
 loss carryforwards                         (30%)             --         --

(Decrease )Increase in valuation allowance  (48%)             34%        34%
                                            -----            -----      -----
Effective tax rate                          (37%)             --         --
                                            =====            =====      =====

</TABLE>







<PAGE>     51
TRANS GLOBAL SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS

The following summarizes the operating loss carryforwards by year of expiration:

                  Amount                 Expiration Date
                   358,000               December 31, 2008
                 1,067,000               December 31, 2009
                 2,281,000               December 31, 2010
                 ---------
                 3,706,000

[10] Commitments

The Company  leases office space and several  office  machines  under  operating
leases which  expire in 2002.  The  following  is an analysis of future  minimum
lease commitments as of December 31, 1997:

1998                    213,717
1999                    145,121
2000                    112,670
2001                    111,563
2002                     18,750
                       --------
Total           $       601,821

Rent  expense  amounted to  $211,503,  $174,312 and $141,684 for the years ended
December 31, 1997, 1996 and 1995, respectively.

[11] Contingencies

On May 14, 1991, the  Government  Printing  Office wrote  Holdings  asking to be
reimbursed a total of $296,292 for "unauthorized  timework" on two programs. The
Company has been in contact with the Department of Justice which has stated that
they were declining prosecution of the Company regarding this matter. Management
believes  these  claims are without  merit and intends to contest  these  claims
vigorously if reasserted by the Government Printing Office and believes that the
ultimate  disposition of this matter will not have a material  adverse effect on
the financial position of the Company.

In November  1997,  an action was commenced in the Supreme Court of the State of
New York,  County of Suffolk,  by Ralph  Corace  against RMI seeking  damages of
approximately $1.1 million for an alleged breach of contract by the Company. Mr.
Corace was the president of Job Shop Technical  Services,  Inc.,  from which RMI
purchased  assets in  November  1994.  The Company  believes  that the action is
without merit, will vigorously  contest this matter and has filed  counterclaims
against Mr. Corace.












<PAGE>    52
TRANS GLOBAL SERVICES,INC.
NOTES TO FINANCIAL STATEMENTS

Due to the  uncertainties  in the legal process it is  reasonably  possible that
management's  view of the  outcomes of the above  matters may change in the near
term.

[12] Fair Value of Financial Instruments

Effective  December  31,  1995,  the  Company  adopted  Statement  of  Financial
Accounting  Standards ["SFAS"] No. 107, which requires  disclosing fair value to
the  extent  practicable  for  financial  instruments  which are  recognized  or
unrecognized in the balance sheet.  The fair value of the financial  instruments
disclosed therein is not necessarily  representative of the amount that could be
realized  or  settled,   nor  does  the  fair  value  amount  consider  the  tax
consequences  or  realization  or  settlement.  The following  table  summarizes
financial  instruments  by individual  balance sheet accounts as of December 31,
1997 and 1996:
                                  Carrying Amount              Fair Value
                                   December 31,               December 31,
                               1 9 9 7      1 9 9 6     1 9 9 7      1 9 9 6
<TABLE>
<S>                           <C>         <C>          <C>         <C>

Investment Preferred Stock of
 Affiliate                    $2,100,730  $2,100,730   $2,100,730  $2,100,730
Debt Maturing Within One Year $3,859,058  $4,129,105   $3,859,058  $4,129,105


For certain financial  instruments,  including cash and cash equivalents,  trade
receivables and payables,  and short-term debt, it was assumed that the carrying
amount  approximated  fair  value  because of the near term  maturities  of such
obligations.  The  investment in preferred  stock of affiliate is based upon the
fair value of the guarantee of fair value issued by such affiliate.
</TABLE>

[13] Economic Dependency

In 1997,  three  customers  of the  Company,  accounted  for  approximately  $20
million,  $15  million  and  $13  million  respectively  of  revenue.   Accounts
receivable of $2,700,000 were due from these customers  collectively at December
31, 1997.  Three  customers  of the Company,  accounted  for  approximately  $16
million,  $13  million  and $9 million  respectively,  of the  revenue for 1996.
Accounts  receivable of  approximately  $2,850,000 were due from these customers
collectively at December 31, 1996. These same three customers  accounted for $20
million, $9 million and $6 million respectively of revenue for 1995.













<PAGE>     53
TRANS GLOBAL SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS

[14] Employment  and Management Contracts

In  October  1997,  the  President  of Trans  Global  entered  into a  five-year
employment  agreement,  pursuant to which he  receives  annual  compensation  of
$260,000  subject  to an annual  cost of living  increase.  In  addition,  he is
entitled to an annual bonus of not less than 5% of the net income before tax and
all  non-cash  adjustments  and  expenses,  including  charges  and fees paid to
Consolidated  Technology Group,  Ltd., its subsidiary and associated  companies,
for TGS and its wholly or  partially  owned  subsidiaries,  currently  owned and
acquired during the terms of the Agreement provided that such annual bonus shall
not exceed 200% of his annual salary.  This Agreement  supercedes his employment
agreement of September 1996.

In January 1995, the Company entered into a consulting  agreement  through March
31, 2000 with the Trinity Group, Inc. ["Trinity"],  a wholly owned subsidiary of
Consolidated.  Trinity  is  engaged  in the  business  of  providing  management
services to businesses and has been providing such services to the Company on an
ongoing basis.  Trinity is receiving monthly compensation at the rate of $10,000
per month.  On February 1, 1998,  the Company agreed to increase the monthly fee
to $15,000 per month.

[15] Stockholders Equity

At December 31, 1997, the authorized capital stock of the Company consisted of
20,000,000 shares of Preferred Stock, par value $.01 per share, and 50,000,000
shares of Common Stock, par value $.01 per share.  The Board of Directors has
the right to create and to define the rights, preferences and privileges of
the holders of one or more series of Preferred Stock.

At December  31, 1997 and 1996,  there were no shares of any series of Preferred
Stock outstanding.

See Note 7 in connection  with (a) the issuance of securities in connection with
the Trans  Global  Transaction,  (b) the  issuance of shares of Common  Stock in
connection  with the  sale of WWR,  (c) the  SISC  Recapitalization  and (d) the
issuance of warrants to directors of the Company.

In May 1995,  contemporaneously  with the Trans Global Transaction,  the Company
issued in a private  placement  151,300 units for $3.00 per unit or an aggregate
of $453,900. Net proceeds from such offering were $428,300.  Each unit consisted
of one sixth of one share of Common  Stock and a warrant  to  purchase  one half
share of Common Stock at $21.00 per share.  The warrants are  exercisable for 45
days after the effective  date of a registration  statement  which includes such
warrants.

In connection with the Trans Global Transaction, the Company issued an aggregate
of 35,913 shares of Common Stock and warrants to purchase an aggregate of 17,956
shares of Common  Stock at $21.00 per share in  exchange  for the  agreement  of
certain  holders of  restricted  securities  to a lock-up  with  respect to such
shares. The warrants expire in May 1997. Entities which may be affiliated with a
former director  received 30,180 shares of Common Stock and warrants to purchase
15,090 shares.

Also in connection with the Trans Global Transaction,  the Company issued 20,833
shares of Common Stock to an investment banking firm as a finders' fee.

<PAGE>      54

TRANS GLOBAL SERVICES, INC.
NOTES TO FINANCIAL SERVICES.

At December 31, 1996,  there were also  outstanding  warrants to purchase 94,540
shares of Common Stock at $42.00 per share, which were issued in connection with
the Company's February 1994 initial public offering and expired in May 1997, and
warrants to purchase an  aggregate  of 49,285  shares of Common  Stock at prices
ranging from $12.00 per share to $50.70 per share, of which warrants to purchase
an aggregate of 20,014 shares are held by entities who may be affiliated  with a
former director of the Company.

A summary of warrant activity is as follows:

                               1997                  1996                 1995
                               Weighted              Weighted           Weighted
                               Average               Average            Average
                               Exercise              Exercise           Exercise
                    Shares     Price       Shares    Price     Shares   Price
<TABLE>
<S>                 <C>        <C>         <C>       <C>       <C>      <C>
Outstand-Beginning
 of Years           1,137,434  $13.92      320,767   $30.26    143,827  $41.64   
    
Granted or Sold
 during the years          --      --      816,667     7.50    176,940   21.00

Cancelled during
 the years                 --      --           --       --         --      --

Expired during 
 the years            224,075  (32.51)          --       --         --      -- 

Exercised during           
 the years                 --      --           --       --         --      --

Outstanding- 
 End of Years         913,359    9.36    1,137,434    13.92     320,767  30.26
                      =======    ====    =========    =====     =======  =====
Exercisable -
 End of Years         837,109    8.31    1,061,784    13.41     245,117  33.11
                      =======    ====    =========    =====     =======  =====
</TABLE>
The following table summarizes warrant information as of December 31, 1997

                                             Weighted Avg.       Weighted Avg. 
Range of Exercise Price                      Remaining           Exercise
                            Shares           Contractual Life    Price
<TABLE>
 <S>                        <C>              <C>                 <C>  
  7.50                      816,669          3.3 Years            7.50
 21.00                       75,650            (A)               21.00
 50.70                        9,166          1.2 Years           50.70
 39.00                        8,333           .9 Years           39.00
 12.00                        3,541           .7 Years           12.00
                              -----           --                 -----
                            913,359          3.1 Years            9.36
</TABLE>

<PAGE>     55
TRANS GLOBAL SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS

(A) Registration is assumed to be completed December 31, 1998

[15]  Stockholders Equity [Continued]

On January 2, 1996 and July 26, 1996,  the Company sold 83,333  shares of common
stock and  833,333  shares of  common  stock  pursuant  to  Regulation  S of the
Securities  Act of 1933 and received  net  proceeds of $375,000 and  $2,000,000,
respectively.

Non-Employee  Directors,  Consultants  and Advisors Stock Plan - During the year
ended  December  31, 1995,  the Company  authorized a stock option plan for Non-
Employee  Directors,  Consultants  and  Advisors  to  provide  compensation  for
services rendered to the Company in lieu of cash payments. At various times, the
Company has registered and granted shares pursuant to the plan.  During the year
ended  December  31, 1995,  127,833  shares were  granted and  exercised,  at an
average price of $5.40 per share,  resulting in  $2,543,536  of deferred  charge
costs computed as follows:

Shares                                                           127,833
Value of Stock at Date of Grant [Weighted Average]      $       25.29885
                                                          ----------------
                                                               3,234,036
Exercise Price                                                  (690,500)
                                                         ----------------
Total Charges Deferred at the Time of Exercise          $      2,543,536
                                                         ================
In accordance  with the  agreements  relating to the various  parties  involved,
amortization  of the deferred  portion in the amount of  $140,872,  $101,000 and
$2,213,774  was charged to income from  operations  for the years ended December
31, 1997,  1996 and 1995,  respectively.  The  unamortized  deferred  consulting
expense is recorded in the equity  section of the balance  sheet.  Such deferred
charges are being  amortized over four years,  based on the terms of the related
contracts.

Below Market Stock Options - On August 14, 1995, an option was granted under the
Company's  1995 stock  incentive  plan [See Note 16] to a consultant to purchase
18,333 shares of common stock,  at a price of $6.00 per share.  The market value
of the stock at the date of grant was  $15.75 per share.  The  deferred  charges
amount to:
<TABLE>
<S>                                                  <C>
Shares                                                      18,333
Value of Stock at Date of Grant                      $       15.75
                                                     -------------
                                                           288,750
Exercise Price                                             110,000
                                                     -------------
Total Charges Deferred at the  Time of Exercise      $     178,750
                                                     =============

The option was  exercised as to 4,166 shares on October 9, 1995.  Such  exercise
was made by a  reduction  in the  Company's  indebtedness  to SISC.  This option
expired on August 14, 1996 with 14,166 shares unexercised.  It was replaced with
a new grant to purchase 14,166 shares at $3.00 per share with an expiration date
of  August  13,  1998.  The  market  value of the stock at the date of grant was
$8.625. The deferred charges amount to:
</TABLE>
<PAGE>   56
TRANS GLOBAL SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS

<TABLE>
<S>                                                  <C>
Shares                                                     14,166
Value of Stock at Date of Grant                      $      8.625
                                                     ------------
                                                          122,188
Exercise Price                                             42,500
                                                     ------------
Total Charges Deferred at the Time of Exercise       $     79,688
                                                     ============
The option was exercised as to 11,166 shares of the 14,166 shares as of
December 31, 1997.
</TABLE>
[16] Stock Option Plans

The Company has three stock option plans.  In 1993, the Company adopted the 1993
Stock  Incentive Plan [the "1993 Plan"],  covering an aggregate of 25,000 shares
of Common Stock.  Options to purchase 20,683 shares of Common Stock were granted
at exercise  prices of $18.00 as to 9,083 shares,  $30.00 as to 2,433 shares and
$30.00 as to 9,166 shares. The exercise price of all of such options was reduced
to $13.50 per share in February 1995. As of August 31, 1995, options to purchase
1,691 shares had expired  unexercised.  No options  under the 1993 Plan had been
exercised.  In  January  1995,  the board of  directors  adopted  the 1995 Stock
Incentive  plan [the "1995  Plan"],  pursuant to which  stock  options and stock
appreciation  rights can be  granted  with  respect  to 50,833  shares of Common
Stock. At August 31,1995, options to purchase 48,333 shares of Common Stock were
granted  pursuant to the 1995 Plan, of which  options to purchase  34,166 shares
were  exercised and options to purchase  14,166  shares at an exercise  price of
$6.00 per share were outstanding.  In May 1995, the board of directors  adopted,
and, in March 1996, the stockholders  approved the 1995 Long Term Incentive Plan
[the "1995 Incentive Plan"],  initially  covering 83,333 shares of Common Stock.

In April and November 1996, the board of directors and stockholders  approved an
amendment to the 1995  Incentive  Plan which  increased  the number of shares of
Common Stock currently subject to the 1995 Incentive Plan to 415,388 shares. The
number  of  shares  of  Common  Stock  subject  to  the  1995   Incentive   Plan
automatically  increases  by 5% of any  shares  of  Common  Stock  issued by the
Company other than shares issued  pursuant to the 1995 Incentive Plan. In August
1995,  the Company  granted to an officer  six-year  incentive  stock options to
purchase an  aggregate  of 41,666  shares of Common  Stock  pursuant to the 1995
Incentive Plan at an exercise  price of $12.75 per share,  being the fair market
value on the date of grant.  The option is  immediately  exercisable as to 7,833
shares of Common Stock and becomes  exercisable as to an additional 7,833 shares
of Common  Stock on each of  January 1, 1996,  1997,  1998 and 1999 and  becomes
exercisable as to the remaining 2,500 shares of Common Stock on January 1, 2000.

In April  1996,  the Company  issued to each of Messrs.  Lewis S.  Schiller  and
Joseph G. Sicinski a warrant to purchase  66,666 shares of Common Stock at $7.50
per share and to each of Messrs.  E.  Gerald  Kay,  Joel S. Kanter and Norman J.
Hoskin,  a warrant to purchase 50,000 shares of Common Stock at $7.50 per share.
In connection with such grants, Messrs. Kay and Kanter agreed to waive the right
to receive previously authorized warrants, which had not been issued.




<PAGE>     57
TRANS GLOBAL SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS

In April 1996,  the committee  granted stock options to purchase an aggregate of
218,333  shares of common stock at $6.75 per share,  being the fair market value
on the date of grant.  Such  options  were  granted to Mr.  Joseph G.  Sicinski,
president of the Company,  who received an option to purchase  133,333 shares of
common  stock,  Mr.  Lewis S.  Schiller,  former  chairman  of the  board of the
Company,  who received an option to purchase 25,000 shares of common stock,  one
other officer, who received an option to purchase 16,666 shares of common stock,
and sixteen  other  employees  who received  options to purchase an aggregate of
43,333 shares of common stock. In connection with the grant to Mr. Sicinski,  he
agreed to the  cancellation of the previously  granted  incentive stock options.
The option  granted to Messrs.  Schiller and Sicinski have a ten year term,  and
the other options have five year terms [See Note 15].

In October 1997, the committee  granted  incentive  stock options to purchase an
aggregate of 216,000 shares of common stock at $3.875 per share,  being the fair
market value on the date of grant.  Such  options were granted to Mr.  Joseph G.
Sicinski,  president of the Company,  who received an option to purchase  90,000
shares of common  stock,  Mr.  Lewis S.  Schiller,  chairman of the board of the
Company,  who received an option to purchase 25,000 shares of common stock,  one
other officer,  who received an option to purchase 20,000 shares of common stock
and twenty  other  employees  who  received  options to purchase an aggregate of
81,000 shares of common stock. All options have a 5 year term.

No compensation cost was recognized for stock-based employee awards.

A summary of the activity under the Company's stock option plans is as
follows:
                             1993 Plan       1995 Plan       1995 Incentive Plan
<TABLE>
<S>                       <C>             <C>             <C>
Options Outstanding
  - January 1, 1995          20,683              --                     --

Granted                          --          48,333                 41,666
Exercised                        --        ( 34,166)                    --
Expired                     ( 1,691)             --                     --
                            --------       ---------               -------
Options Outstanding
  - December 31, 1995        18,992          14,167                 41,666
Granted                          --          14,167                220,833
Exercised                        --         ( 8,333)                    --
Canceled                         --         (14,167)              ( 41,666)
                           --------        ---------             ---------
</TABLE>

A summary of the activity under the Company's stock option plans (continued)

                             1993 Plan       1995 Plan       1995 Incentive Plan
<TABLE>
<S>                       <C>             <C>             <C>
Options Outstanding
  - December 31, 1996        18,992           5,833                220,833
                           ========        =========            ==========
Granted                          --              --                216,000               
Exercised                        --              --                     --
Canceled                         --              --                     -- 
<PAGE>     58

TRANS GLOBAL SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS

Options Exercisable
  - December 31, 1997        18,992           5,833                436,833
                           ========        =========            ==========
Weighted Average Exercise
    Price                 $   13.50       $    5.28            $      5.33

Weighted Average Remaining
   Contractual Life       $    2.16 years $  2.08 years        $      6.42 years
</TABLE>
1997 Information

If the Company had  accounted  for the issuance of all options and  compensation
based  warrants  pursuant  to the fair value based  method of SFAS No. 123,  the
Company would have recorded  compensation expense totaling $538,460,  $1,724,000
and $393,000 for the years ended December 31, 1997, 1996 and 1995, respectively,
and the Company's net loss and net loss per share would have been as follows:

                                                 Years ended
                                                 December 31,
                                       1 9 9 7       1 9 9 6       1 9 9 5
<TABLE>
<S>                                   <C>           <C>           <C>

Net Income/(Loss) as Reported         $1,022,881    $  (681,250)  $(4,695,745)    
                                      =========     ===========   ===========
Pro Forma Net Loss                    $  484,421    $(2,405,250)  $(5,088,745)
                                      =========     ===========   ===========
Basic Earnings (Loss)
 Per Share as Reported                $    .268     $      (.27)  $    ($8.88) 
                                      =========     ===========   ===========
Pro Forma Net Earnings Per Share      $    .127     $      (.95)  $    ($9.62)
                                      =========     ===========   ===========
The fair value of options and warrants [See Note 15] at date of grant was
estimated using the fair value based method with the following weighted
average assumptions:
                                            1997   1996    1995
Expected Life [Years]                        5        2       2
Interest Rate                              6.0%     5.8%     60%
Annual Rate of Dividends                     0%       0%      0%
Volatility                               87.61%    84.0%   83.9%

The weighted average fair value of options at date of grant using the fair value
based method during 1997, 1996, and 1995 is estimated at $2.79,  $1.22 and $.73,
respectively.
</TABLE>

[17] Employment Benefit Plans

On November 22, 1994, the Company adopted a Qualified  Retirement Plan under the
Internal  Revenue  Code.  The Plan  requires  employees  to complete 3 months of
service  and  attain  the age of  twenty  one.  The  employer  does not make any
contributions to the plan.



<PAGE>     59

TRANS GLOBAL SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS

[18] Discontinued Segment

During the year ended December 31, 1995, the Company disposed of a segment of
the business that was unrelated to its present line.  The revenues generated
by that segment amounted to $1.5 million.  The loss relating to the
discontinued operations was $247,000.
[19] New Authoritative Accounting Pronouncements

The  Financial   Accounting   Standards  Board  ("FASB")  has  issued  Financial
Accounting Standards ("SFAS") No.130, "Reporting Comprehensive Income." SFAS No.
130 is effective for fiscal year's  beginning  after December 15, 1997.  Earlier
application is permitted.  Reclassification of financial  statements for earlier
periods  provided  for  comparative  purposes is  required.  SFAS No. 130 is not
expected to have a material impact on the Company.

The FASB has issued SFAS No. 131,  "Disclosures  About Segments of an Enterprise
and  Related  Information."  SFAS No. 131 changes how  operating  segments  are
reported in annual  financial  statements and requires the reporting of selected
information  about operating  segments in interim  financial  reports issued to
shareholders. SFAS No. 131 is effective for periods beginning after December 15,
1997, and comparative  information for earlier years is to be restated. SFAS No.
131 need not be applied to interim  financial  statements in the initial year of
its  application.  SFAS No. 131 is not expected to have a material impact on the
Company.

(20)  Subsequent Events

In April 1998,  Mr.  Lewis S.  Schiller,  who was  chairman of the board,  chief
executive  officer  and a  director  of  Consolidated,  the  Company  and  other
subsidiaries   of   Consolidated,   resigned  as  an  officer  and  director  of
Consolidated  and  each of its  present  subsidiaries,  including  the  Company.
Messrs.  Norman J. Hoskin and E. Gerald Kay, who were directors of Consolidated,
the Company and other  subsidiaries of  Consolidated,  resigned as directors of
Consolidated  and such  subsidiaries,  including the Company.  Contemporaneously
with the effectiveness of such resignations,  Messrs. Edward D. Bright,  Seymour
Richter and Donald  Chaifetz  were elected as  directors  to fill the  vacancies
created by the resignation of Messrs. Schiller,  Hoskin and Kay. Messrs. Bright,
Richter and Chaifetz were also elected as directors of Consolidated.

















<PAGE>      60
EXHIBIT 10.1
Employment agreement dated October 15, 1997, between the Company and Joseph G. 
Sicinski
                           EXECUTIVE EMPLOYMENT AGREEMENT


AGREEMENT  made  this  15th day of  October  1997,  by and  among  TRANS  GLOBAL
SERVICES,   INC.,  (TGS)  and  its  subsidiary   companies,   Avionics  Research
Corporation,  Avionics  Research  Corporation  of Fl., and  Resource  Management
International, Inc., collectively referred to as TGS (hereinafter referred to as
TGS) and Joseph G. Sicinski (hereinafter referred to as the ("Executive').

Whereas,  TGS desires to retain the employ of the Executive as the President and
Chief  Operating  Officer of TGS and Executive is willing to perform the service
hereafter described upon the terms and conditions hereinafter set forth;

Now, therefore, it is mutually agreed as follows:

1.0 TERM:

The Company  (TGS) hereby  retains the employ of the  Executive  for a period of
five (5) years commencing as of the date of this Agreement and expires September
15, 2002.

2.0     DUTIES:

2.1 The Executive shall have the title of President and Chief Operating  Officer
    of TGS.

2.2 The  Executive  shall  have  and  exercise  such  duties,  responsibilities,
privileges,  powers,  and authority as are  established  by statute,  as are set
forth in TGS  by-laws  and  corporate  minutes  and as may be assigned to him by
TGS's Board of Directors;  provided that such duties are  reasonably  consistent
with the Executive's education, experience and background.

2.3 The  Executive  agrees to devote  substantially  all of his  business  time,
attention,  skill and efforts to the business  conducted  by TGS. The  Executive
shall  report  to the  Board of  Directors  of TGS.  2.4 As a  condition  of the
employment  of the  Executive  pursuant to this  Agreement,  TGS agrees that all
decisions  relating to  distributions  or dividends or other major  expenditures
must be  approved  by the  Executive  as well as by a  majority  of the Board of
Directors of TGS.

2.5 At all times during the term of this Agreement,  the Executive shall perform
his  designated  duties at TGS  offices  located in the county of Suffolk in the
State of New York.

3.0 COMPENSATION:

In  consideration  for the Executive  entering into and executing this Agreement
and for providing services hereunder, the Executive shall be entitled to receive
the  following   compensation   plus  such   additional   increases  in  salary,
compensation or benefits as the Board of Directors may direct:






<PAGE> 61
EXHIBIT 10.1
Employment agreement dated October 15, 1997, between the Company and Joseph G.
Sicinski
Page 2

3.1 A Minimum  base annual  salary of $ 260,000 per year payable in equal weekly
installments and shall increase annually by the greater of 5% or the increase in
cost of living index.

3.2 In addition to the base salary and annual  increases set forth  herein,  the
Executive  shall be entitled  to an annual  bonus of not less than 5% of the net
income before tax and all non-cash  adjustments and expenses  including  charges
and fees  paid to  Consolidated  Technology  Group,  Ltd.,  its  subsidiary  and
associated  companies,  for TGS and its wholly or partially owned  subsidiaries,
currently  owned and acquired  during the terms of this Agreement  provided that
such annual bonus shall not exceed 200% of Executive's gross income.

3.3    REIMBURSEMENT OF ENPENSES:

The Executive is  authorized to incur  reasonable  expenses for  performing  his
duties  pursuant to this  Agreement  and TGS shall  reimburse him for all actual
expenses,  including  entertainment,  travel  and other  miscellaneous  expenses
reasonably  incurred in  promoting  the  business of TGS and in  performing  his
duties as described herein.

3.4    VACATION:

The  Executive  shall be  entitled  to  annual  vacation  time  with full pay in
accordance  with the TGS's  policies  but not less than four (4) weeks per year,
which shall be accrued if not utilized in full.

3.5 The Executive shall be provided with a company automobile. Said compensation
shall be made by payment of monthly lease or car loan payment,  insurance,  gas,
service and maintenance costs. At the end of the lease or loan period and at the
discretion  of TGS, the car will be  transferred  to the Executive at a fair and
reasonable  market  value or lease buy back  value or at the  option of TGS will
lease or finance  another new car  comparable to the initial car provided  under
this provision.

4.0    BENEFITS:

4.1 Nothing  contained in this  Agreement  shall be construed to impair or limit
the  Executive's  rights to participate in all employee  benefit plans of TGS of
every  nature,  and he shall , in fact, be entitled to  participate  in and be a
member  of all such  benefits  plans in  proportion  to his  total  compensation
hereunder. "Benefit plans " shall include:
                    Holidays
                    Life Insurance
                    Hospitalization
                    Medical and Major Medical (family)
                    Dental insurance (family)
                    Stock option (s)
                    Stock purchase or bonus plans
                    Retirement programs





<PAGE>   62
EXHIBIT 10.1
Employment agreement dated October 15, 1997, between the Company and Joseph G.
Sicinski
Page 3

4.2     SPECIAL LIFE INSURANCE:

TGS shall maintain at its expense a life  insurance  policy upon the life of the
Executive  in the face  amount of  $2,000,000;  half of which is  payable to TGS
($1,000,000) and the remaining  ($1,000,000)  payable to such beneficiary as the
Executive shall  designate from time to time, in writing,  and in the absence of
such  designation  to his  estate.  Such  insurance  may be part  of such  group
insurance as TGS  maintains for the benefit of salaried  employees  generally of
the rank and status of the Executive.

5.0     TERMINATION AND SEVERANCE:

5.1 Nothing herein is intended to prohibit TGS from  terminating  this Agreement
for serious and willful misconduct on the part of the Executive,  provided, that
in the event that the  Executive's  employment is  terminated  for cause by TGS,
nevertheless  the  Executive  shall be entitled to receive such  benefits  under
TGS's employee  benefit plans, in which he is a participant,  or as are provided
by this Agreement.

5.2 If the employee shall become totally and permanently  disabled and is unable
to work by reason of temporary or permanent  disability,  TGS will  continue his
base salary for the full term of this  Agreement  at the rate as provided  above
inclusive of all bonuses and  incentives,  including full payment of medical and
life insurance for the full term of this Agreement.

5.3 If during the term of this  Agreement,  TGS's Board of Directors  appoints a
person other than the Executive to the position of President  currently  held by
the  Executive  at  TGS,  or to a  position  with  similar  duties,  powers  and
responsibilities, the Executive shall have the night to retire from full-service
from TGS and to render only such part-time  consulting and advisory  services as
TGS may reasonably  request.  Any such services and the  conditions  under which
they shall be performed shall be fully in keeping with the position or positions
the Executive  held under this  Agreement.  The Executive  shall  continue to be
entitled  to  receive  the  full  compensation  provided  for in this  Agreement
including salary, bonuses and benefits for the full term of this Agreement.

5.4  Termination  at  will.  The  Board  of  Directors  may  not  terminate  the
Executive's   employment   by  TGS  or   diminish   his   duties,   powers   and
responsibilities pursuant to this Agreement without cause as set forth herein.

5.5 Any dispute or difference of opinion between the Executive and TGS as to the
latter's right to terminate this Agreement  shall be submitted to and determined
by arbitration in accordance with the provisions of Section 7.4 hereof set forth
below.  TGS shall notify the Executive of said actions in writing and provide at
least 30 days to remedy such failures.









<PAGE>  63
EXHIBIT 10.1
Employment agreement dated October 15, 1997, between the Company and Joseph G.
Sicinski
Page 4

5.6 Non-Curable  Termination For Cause:  Executive's  employment with TGS may be
terminated  "immediately"  for  cause  if the  Executive  is  determined  to (1)
repeatedly  have acted  dishonestly  or engaged in  deliberate  misconduct;  (2)
repeatedly  breached a  fiduciary  trust for the  purpose  of  gaining  personal
profit;  (3) repeatedly  neglected to perform  customary  duties of his position
after 30 days due written notice of said omission from the President or Board of
Directors; or (4) have been convicted of the commission of a felony.

In the event of termination,  the President or Board of Directors is required to
give 10 days notice in writing to the  Executive,  by  certified  or  registered
mail,  mailed to the  Executive's  last  known  address  and the same  notice by
ordinary mail or courier to the Executive's principal office at TGS.

6.0    NOTICE OF CHANGE (S) AND/OR REVISIONS(S):

Any notice,  request or other  communication  required or permitted  pursuant to
this Agreement shall be in writing and shall be deemed dully given when received
by the party to whom it shall be deemed  dully given when  received by the party
to whom it shall  be  given or three  days  after  being  mailed  by  certified,
registered or express mail, postage prepaid, address as follows:

                  If to the Company:
                  TRANS GLOBAL SERVICES, INC.
                  1393 Veterans Memorial Highway
                  Hauppauge, New York 11788

                  If to the Executive:
                  Joseph G. Sicinski
                  3 8 Woodhollow Rd.
                  Great River, N.Y. 11739

Any party may change the address to which  communications are to be mailed given
notice of such change on the manner provided above.

7.0    SPECIAL TERMS AND CONDITIONS:

7.1  The  Board  of  Directors  of  TGS  reserves  the  right  to  increase  the
compensations and benefits  specified in this contract at any time hereafter and
no such increase (s) or  adjustments(s)  shall operate as  cancellation  of this
Agreement but merely as an amendment hereto.

7.2    REORGANIZATION:

If the Company  shall at any time be merged or  consolidated  substantially  all
assets of TGS are transferred to another  corporation or entity,  the provisions
of this Agreement  shall survive any such  transaction and shall be binding upon
and inure to the  benefit  of the  corporation  resulting  from  such  merger or
consolidation.






<PAGE>  64
EXHIBIT 10.1
Employment agreement dated October 15, 1997, between the Company and Joseph G.
Sicinski
Page 5

7.3  Nothing  herein  contained  shall in any manner  modify,  imperil or affect
existing or future  rights or interests of the Executive to receive any employee
benefits to which he would  otherwise  be entitled  or as a  participant  in the
present or any future  incentive,  profit-sharing or bonus plan of TGS providing
for his participation,  or in any present or future stock option plan of TGS, to
the extent such plans are applicable  generally to salaried employees,  it being
understood  and agreed that the rights and  interests  of the  Executive  to any
employee benefits or as a participant or beneficiary in or under any or all said
plans, respectively, shall not be adversely affected hereby.

7.4 ARBITRATION:

Any  controversy  or claim  arising  under  this  Agreement  shall be settled by
binding  arbitration  in  accordance  with  Rules  of the  American  Arbitration
Association then in effect, and such arbitration shall be held either 'in Nassau
or Suffolk  County.  This shall be the  exclusive  remedy for the  violation  of
either party of the terms of this  Agreement.  The controversy or claim shall be
submitted to three arbitrators,  one of whom shall be chosen by TGS, one of whom
shall be chosen by the  Executive,  and the third of whom shall be chosen by the
two so selected. The party desiring arbitration shall give written notice to the
other  party of its desire to  arbitrate  the  particular  matter 'in  question,
naming the  arbitrator  selected  by it. If the other  party shall fail within a
period of 15 days  after such  notice  shall have been given to reply in writing
naming the arbitrator  selected by it, then the party not in default may appoint
an arbitrator to fill the place so remaining vacant.  The decision of any two of
the arbitrators  shall be final and binding upon the parties hereto and shall be
delivered in writing, signed in triplicate by the concurring arbitrators to each
of the parties  hereto.  Judgment upon the award rendered by the arbitrators may
be entered in any court having jurisdiction thereof.

8.0    MISCELLANEOUS:

8.1 This  Agreement  shall  become  effective as of the day and date first above
written.

8.2 The heading or captions of sections or paragraphs  are used for  convenience
of reference merely and shall be ignored in the interpretation hereof

8.3 As used  herein,  terms such as  "herein:,  "hereof',  "hereto"  and similar
language shall be interpreted to refer to this entire  'instrument as not merely
the  paragraph  or sentence in which they  appear,  unless so limited by express
language.

8.4 Neither this  Agreement  nor any of his rights  hereunder may be assigned by
the Executive without the written consent of TGS unless specifically  identified
in this Agreement.

8.5 In the event of a suit or claim  against  the  Executive  arising out of his
corporate  duties,  TGS will provide and pay for legal  counsel  approved by the
Executive,  and hold the Executive  harmless and indemnify the Executive for any
and all costs, fees, suits, judgments and settlements arising therein.



<PAGE>  65
EXHIBIT 10.1
Employment agreement dated October 15, 1997, between the Company and Joseph G.
Sicinski
Page 6


IN WITNESS WHEREOF,  this Agreement has been duly executed by the parties hereto
on the day and date first above written:

Trans Global Services, Inc.
Avionics Research Corporation
Avionics Research Corporation of Fl.
Resource Management International, Inc.



by:        ______________________________________
         LEWIS S. SCHILLER, Chief Executive Officer



by:        ______________________________________
         Joseph G. Sicinski, Executive




































<PAGE>  66
EXHIBIT 10.3
Amendment dated February 15, 1998 to the management services agreement between
the Company and The Trinity Group, Inc.

   
                         The Trinity Group, Inc.
                            160 Broadway
                        New York, New York 10038

                                                    February 15, 1998

Trans Global Services, Inc.
1393 Veterans Memorial Highway
Hauppauge, NY 11788

                                            Re: Management Services Agreement

Gentlemen:

This will confirm our agreement and understanding that, effective with the month
of February  1998,  the monthly fee payable by Trans  Global  Services,  Inc., a
Delaware  corporation  (the  ACompany@),  pursuant  to the  Management  Services
Agreement dated January 1, 1995 between the Company and The Trinity Group,  Inc.
will increase to $15,000. This amendment supersedes and terminates the amendment
dated as of January 1, 1997 to the Management Services Agreement.

                                              THE TRINITY GROUP, INC.


 
By:                         
                                              Lewis S. Schiller, CEO

AGREED TO:

TRANS GLOBAL SERVICES, INC.


By:                               
     Joseph G. Sicinski, President



















<PAGE>  67
EXHIBIT 10.13
Letter agreement dated January 29, 1998, between the Company and Metro.

                            METRO FINANCIAL SERVICES
                              Walnut Glen Tower
                       8144 Walnut Hill Lane, Suite 1099
                            Dallas, Texas 75231-4316


January 29, 1998

VIA FAX: (516) 724-0039

Resource Management International, Inc.
1393 Veterans Memorial Highway
Hauppauge, New York 11788-3025

Attention:  Mr. Glenn Charles, CFO

Dear Glenn:

Please  be  advised  that  Resource  Management  International,  Inc.'s  present
financial  agreement  with us has been  approved  for  continuation  through the
earlier of the closing of refinancing  through the Bank of Tokyo or December 31,
1998. We appreciate  the  opportunity  to work with you all these years and look
forward to working with you through this time of transition.

As always, your professional courtesy and cooperation are sincerely appreciated.


Very truly yours,


Richard G. Worthy
President


RGW:njw





















<PAGE>  68
EXHIBIT 10.14
Voluntary settlement agreement between Resource Management Corporation, the
Secretary of Labor and the court appointed independent trustee of the Job Shop
Technical Services, Inc. 401(k) Plan.

IN RE: JOB SHOP TECHNICAL SERVICES, INC.
 407(k) PROFIT SHARING PLAN

VOLUNTARY SETTLEMENT AGREEMENT RESOURCE MANAGEMENT INTERNATIONAL  INC.("Resource
Management  formerly known as ITS  MANAGEMENT  CORP.  ("ITS"),  ROBERT B. REICH,
Secretary of Labor,  United States Department of Labor,  ("the Secretary") , and
JOHN BRASLOW,  Court  appointed  Independent  Trtstee of the JOB SHOP  TECHNICAL
SERVICES INC.  401(K)  PROFIT  SHARING PLAN ("Job Shop 401(k)  Plan"),  agree as
follows:

WHEREAS,  on August 19, 1994 ITS purchased all the assets of JOB SHOP  TECHNICAL
SERVICES,  INC. ("Job Shop"),  Plan Sponsor of the Job Shop 401(k) Plan, and at
the time of said  purchase Job Shop had failed to forward  monies  withheld from
employees paychecks for contribution to the Job Shop 401(k) Plan, and;

WHEREAS,  the Secretary and John Braslow have asserted  claims against  Resource
Management  relating to the August 19, 1994 purchase by ITS of the assets of Job
Shop arising  under Title I of the Employee  Retirement  Income  Security Act of
1974, as amended, ("ERISA") , 29 U.S.C. 1001, et seq., and based on theories of
successor corporate liability, and;

WHEREAS,  the  parties  desire to  resolve  all  potential  disputes  over these
questions without resort to further administrative or legal proceedings.

NOW,  THEREFORE,  it is mutually agreed between the Secretary,  John Braslow, on
behalf of the Job Shop 401 (k) Plan, and Resource Management, that:

1. Resource Management, without admitting or denying any violation of ERISA, the
Secretary, and John Braslow, on behalf of the Job Shop 401(k)Plan, agree to this
settlement  as a full and complete  resolution  of all claims that have been, or
could be,  asserted by the  Secretary  or John Braslow on behalf of the Job Shop
401(k) Plan arising out of the August 19, 1994  purchase by ITS of the assets of
Job Shop.  The  Secretary of Labor and the  Independent  Trustee agree that they
will not resort to administrative,  or other legal proceedings  against Resource
Management with respect to these issues.

2. This settlement is not binding on any government agency other than the United
States Department of Labor.

3.  Resource  Management  shall pay to the Job Shop  401(k)  Plan the  principal
amount of  $300,000.00.  Such  payment  shall be made in a Lump sum on or before
March 31,  1997.  In the event  however  that the  public  offering  of stock by
Resource  Management  is not  completed,  in  accordance  with the  terms of the
offering,  on or  before  March  31,  1997,  Resource  Management  shall pay the
principal  amount of  $300,000.00  in 18  monthly  installments,  with  interest
accruing on the balance of the  principal  due,  beginning on April 1, 1997 at a
rate equal to the post  judgment  interest rate that would be applicable if this
were a judgment under 28 U.S.C. 1961.

The first  installment  of $16,666.78  is due and payable on April 1, 1997.  The
remaining seventeen installments of $16,666.66 in principal,  plus interest, are
due on the first day of each month thereafter, continuing until all payments are
made. Resource Management may pre-pay any installment.

<PAGE>  69
EXHIBIT 10.14
Voluntary settlement agreement between Resource Management Corporation, the
Secretary of Labor and the court appointed independent trustee of the Job Shop
Technical Services, Inc. 401(k) Plan.


4. In the event that Resource  Management  defaults in the payment of any amount
due under this Settlement Agreement, and fails to correct said default within 20
days of the  mailing by the  Independent  Trustee or his  successor,  of written
notice of such default,  the entire  principal amount remaining to be paid under
this  Settlement  Agreement  shall  become due and payable  immediately  and the
Independent Trustee may take whatever steps are necessary to exercise the Plan's
rights with respect to this agreement.

5. Resource  Management  shall provide the Secretary with notice of each payment
made to the Job Shop 401 (k) Plan under the terms of this  Settlement  Agreement
by  mailing a copy of proof of each such  payment  to John E.  Wehrum,  Regional
Director, Pension Welfare Benefits Administration,  1633 Broadway, Room 226, New
York, New York 10019.









































<PAGE>
TRANS GLOBAL SERVICES, INC. AND SUBSIDIARIES
EXHIBIT 11.1 - COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
<S>                                <C>              <C>                <C>
                                           Years ended December 31,       
                                       1997             1996              1995
 
Average shares outstanding          3,819,574         2,530,495         528,782 
 
Dilutive effect of stock 
 options and warrants computed
 by use of treasury stock
 method                                69,415                 0               0

Computation of Earnings Per
 Share=Net Income/Average
 common and common share
 equivalent shares                  1,022,881          (681,252)     (4,695,745)
outstanding                         3,888.989         2,530,495         528,782
                                    ---------         ---------         -------
Earnings Per Share                       0.26             (0.27)          (8.88)



</TABLE>