UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    Form S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                          Trans Global Services, Inc.

   --------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                          62-1544008
     ----------------------                              --------------------
(State or other jurisdiction of                             (IRS Employer
 incorporation or organization)                         Identification Number)

   1393 Veterans Memorial Highway                                   11788
           Hauppauge, NY
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   (Address of Principal Executive Offices)                       (Zip Code)

          Trans Global Services, Inc. 2002 Employee Stock Option Plan
    -----------------------------------------------------------------------
                              (Full title of plan)

   Harry Winderman, Esq., 2255 Glades Road, Suite 218A, Boca Raton, FL 33431
    -----------------------------------------------------------------------
                    (Name and address of agent for service)

                                  561-241-0332
    -----------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================== ============== ======================= ======================= =======================
<S>                                <C>            <C>                     <C>                     <C>
                                   Amount to be   Proposed maximum        Proposed aggregate
Title of each class of             registered     offering price per      maximum offering        Amount of
Securities to be registered        (1)            share (2)               price (2)               registration fee (3)
---------------------------------- -------------- ----------------------- ----------------------- -----------------------
Common stock, $0.01 par value        3,500,000            $0.40                 $1,400,000               $128.80
================================== ============== ======================= ======================= =======================
</TABLE>

(1) Represents the maximum number of shares of common stock issuable upon
exercise of options granted or to be granted under the 2002 Trans Global
Services, Inc. Employee Stock Option Plan. Pursuant to Rule 416(a), (b) and (c)
under the Securities Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the employee
benefit plan described herein and such additional number of shares as may be
required in the event of a stock dividend, stock split, recapitalization or
other similar event.

(2) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) of the Securities Act by multiplying 3,500,000, the
maximum number of shares of common stock of the Registrant to be issued pursuant
to the exercise of options granted under Trans Global Services, Inc. 2002
Employee Stock Option Plan, by $0.40, the price at which the options may be
exercised.

 (3) The registration fee has been calculated pursuant to Rule 457(h) of the
Securities Act by multiplying $1,400,000, the proposed maximum aggregate
offering price by) 0.000092.


                                      -1-
<PAGE>

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

         The documents containing information required in the Section 10(a)
prospectus specified in Part I ("Plan Information" and "Registrant Information")
will be sent or given to employees as specified by Rule 428(b)(1). Such
documents need not be filed with the Securities and Exchange Commission either
as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in this registration statement pursuant to Item 3 of Part II of
this form taken together constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933, as amended.

General Plan Information

         The purpose of Trans Global Services, Inc. 2002 Employee Stock Option
Plan (the "Plan") is to secure long-term relationships for Trans Global
Services, Inc. (the "Company") and its stockholders, from the benefits arising
from capital stock ownership by the Company's Consultants, Advisors, Employees
and Directors, who can help in the company's growth and success and to provide
an effective means of compensation for such persons and entities providing
services to the Company in lieu of cash payments therefor. The Plan became
effective as of the 31st day of January 2002 and shall expire of the 30th day of
January, 2007, unless further extended by appropriate action of the Board of
Directors The Board of Directors of the Company may at any time, by appropriate
action, suspend or terminate the Plan, or amend the terms and conditions of the
Plan.

         The Plan is not subject to the Employee Retirement Income Security Act
of 1974 ("ERISA").

         Additional information regarding the plan and its administrators may be
obtained by contacting Harry Winderman, Esq., at 2255 Glades Road, Boca Raton,
Suite 218A FL 33431 or by phone at 561-241-0332. The Plan shall be administered
by a "Compensation Committee" which shall consist of not less than two members
appointed by the Board of Directors, but who need not be members of such Board,
and all of whom shall be disinterested persons. The term "disinterested person"
shall mean a person who, at the time he or she exercises discretion in
administering the Plan, has not at any time one-year prior thereto been issued
shares of Common Stock pursuant to the Plan. The Board of Directors may from
time to time and in its sole discretion remove members from or add members to
the Committee. Vacancies, however caused, shall be filled by the Board of
Directors. The Committee may act at a meeting, including telephonically, in
which a majority are present, or by written consent of a majority of the
Committee. The Committee shall have the authority to construe and interpret the
Plan, to define the terms used herein, and to review, deliberate and act upon
the written recommendations of the Chief Executive Officer of the Company with
respect to shares of Common Stock proposed to be issued pursuant to the plan.
All determinations and interpretations made by the Committee shall be binding
and conclusive upon all participants in the Plan and on their legal
representatives and beneficiaries.

Securities to be Offered

         This Form S-8 relates to 3,500,000 shares of common stock, par value
$0.01 per share, of Trans Global Services, Inc., which may be issued upon the
exercise of options granted under the Plan. We have authorized 25,000,000 of our
$0.01 par value common stock. As of January 31, 2002, there were 8,634,295
shares of Common Stock outstanding and there were approximately 2,000 holders of
record of the Company's common stock. The Company has not paid dividends on
common stock and does not anticipate paying dividends in the foreseeable future.
The Company intends to retain future earnings, if any, to finance the expansion
of its operations and for general corporate purposes, including future
acquisitions. As of January 31, 2002, 6,288,078 shares of the Company's Common
Stock are eligible for sale under Rule 144 promulgated under the Securities Act
of 1933, as amended, subject to certain limitations included in said Rule. In
general, under Rule 144, a person (or persons whose shares are aggregated), who
has satisfied a one-year holding period, under certain circumstances, may sell
within any three-month period, a number of shares which does not exceed the
greater of one percent of the then outstanding Common Stock or the average
weekly trading volume during the four calendar weeks prior to such sale. Rule
144 also permits, under certain circumstances, the sale of shares without any
quantity limitation by a person who has satisfied a two-year holding period and
who is not, and has not been for the preceding three months, an affiliate of the
Company.

Employees Who May Participate in the Plan

         Consultants, Advisors, Employees and Directors, to the Company, or any
of its subsidiary corporations, shall be eligible for participation in the Plan.
Each person or entity acquiring shares of Common Stock pursuant to the Plan
shall be acquiring such shares for investment purposes only, and in lieu of cash
compensation for services rendered to the Company.


                                      -2-
<PAGE>

Purchase of Securities Pursuant to the Plan and Payment for Securities Offered

         The Committee shall determine the manner in which each option shall be
exercisable and the timing and form of the purchase price to be paid by a
grantee upon the exercise of an option under the Plan. To the extent provided in
the option agreement, payment of the purchase price may be in cash, part in
cash, part by personal promissory note or in lieu of payment for services
performed.

Item 2.  Registrant Information And Stock Purchase Plan Annual Information

         The Company files annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any document we file at the Commission's public reference
rooms in Washington, D.C., New York, NY and Chicago, IL. Please call the
Commission at 1-800-SEC-0330 for further information on the public reference
rooms. Our Commission filings are also available to the public from the
Commission's web site at http://www.sec.gov. The Commission allows us to
"incorporate by reference" information into this registration statement, which
means that we can disclose important information to you by referring you to
another document filed separately with the Commission. The information
incorporated by reference is considered to be part of this registration
statement, and later information that we file with the Commission will
automatically update this registration statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents By Reference

         We incorporate by reference the following documents listed below and
any future filings made with the Commission under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, prior to the termination of the
offering:

1.       Our annual report on Form 10-KSB for our fiscal year ended December 31,
         2000 and filing date of March 30, 2001)

2.       Our quarterly report on Form 10-QSB for the quarterly period ended
         March 31, 2001 and filing date of May 11, 2001.

3.       Our quarterly report on Form 10-QSB for the quarterly period ended
         June 30, 2001 and filing date of August 14, 2001.

4.       Our quarterly report on Form 10-QSB for the quarterly period ended
         September 30, 2001 and filing date of November 19, 2001.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of
this registration statement and prior to the filing of a post-effective
amendment to this registration statement, which indicates that all securities
offered hereunder have been sold, or which de-registers all securities then
remaining unsold under this registration statement, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

         You should rely only on the information incorporated by reference or
provided in this registration statement or any supplement. We have not
authorized anyone else to provide you with different information. We and the
selling stockholders will not make offers of these shares in any state where the
offer is not permitted. You should not assume that the information in this
registration statement or any supplement is accurate as of any date other than
the date on the front of those documents.

         Any statement contained in a document or incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement contained
herein or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part or this registrations statement. All
information in this registration statement is qualified in its entirety by the
information and financial statements (including the notes thereto).

You may request a copy of these filings, at no cost, by writing or telephoning
us at the following address: Trans Global Services, Inc., 1393 Veterans Memorial
Highway, Hauppage, NY, 11788, telephone number (516) 724-0006.

Item 4.  Description of Securities

         Not Applicable.


                                      -3-
<PAGE>

Item 5.  Interests Of Named Experts And Counsel


         The legality of the shares offered hereby has been passed upon for the
Company by Harry Winderman, Esq., at 2255 Glades Road, Suite 218A, Boca Raton,
FL 33431.

Item 6.  Indemnification Of Directors And Officers

         Section 145(a) of the General Corporation Law of the State of Delaware
provides that a Delaware corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no cause to believe his conduct was unlawful.

         Section 145(b) provides that a Delaware corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted under similar standards, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the court in which such action or suit was brought shall
determine that despite the adjudication of liability, such person is fairly and
reasonably entitled to be indemnified for such expenses which the court shall
deem proper.

         Section 145 further provides that (i) to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue, or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith, (ii)
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled, and (iii) the
corporation may purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against him or
incurred by him in any such capacity or arising out of his status as such
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 145.

         Section 102(b)(7) of the General Corporation Law provides that a
corporation in its original certificate of incorporation or an amendment thereto
validly approved by stockholders may eliminate or limit personal liability of
the members of its board of directors or governing body for breach of a
director's fiduciary duty. However, no such provision may eliminate or limit the
liability of a director for breaching his duty of loyalty, failing to act in
good faith, engaging in intentional misconduct or knowingly violating a law,
paying a dividend or approving a stock repurchase which was illegal, or
obtaining an improper personal benefit. A provision of this type has no effect
on the availability of equitable remedies, such as an injunction or rescission,
for breach of fiduciary duty. Our charter contains such a provision.

         Our charter further provides that we shall indemnify our officers and
directors and, to the extent authorized by the board of directors, employees and
agents of ours to the fullest extent permitted by and in the manner permissible
under the laws of the State of Delaware.

         This summary is subject to the General Corporation Law of the State of
Delaware, our charter and the by-laws and the agreements referred to above.

Item 7.  Exemption from Registration Claimed

         Not applicable.


                                      -4-
<PAGE>

Item 8.  Exhibits

         Unless otherwise noted the following exhibits have been filed with this
Form S-8.

4.1      Trans Global Services, Inc. 2002 Employee Stock Option Plan

5.1      Opinion of Harry Winderman, Esquire

5.2      Consent of Moore Stephens PC

Item 9.  Undertakings

(a) The undersigned registrant hereby undertakes;

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to the Registration Statement;

         (i)      To include any prospectus required by Section 10(a)(3) of the
Securities Act;

         (ii)     To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information set
forth in the registration Statement;

         (iii)    To include any additional or changed material information on
the plan of distribution.

         Provided however that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply if such information required in a post-effective amendment is incorporated
by reference from periodic reports filed by the Registrant under the Exchange
Act.

     (2) That, for the purpose of determining liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (3) To remove from registration by means of a post effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against public policy
as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                      -5-
<PAGE>

Signatures

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boca Raton, State of Florida, on January 31,
2002.

Trans Global Services, Inc
By: /S/ Lewis S. Schiller, Chairman of the Board and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

/S/ Lewis S. Schiller
  Chairman of the Board,
  Chief Executive Officer and
  Chief Accounting Officer
January 31, 2002

/S/ Joseph G. Sicinski
  President
January 31, 2002

         The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boca Raton, State of
Florida, on January 31, 2002.

Trans Global Services, Inc
By: /S/ Lewis S. Schiller, Chairman of the Board and Chief Executive Officer


                                      -6-
<PAGE>

Index to Exhibits

Unless otherwise noted the following exhibits have been filed with this Form
S-8.

4.1      Trans Global Services, Inc. 2002 Employee Stock Option Plan

5.1      Opinion of Harry Winderman, Esquire

5.2      Consent of Moore Stephens, PC, Independent auditors.


                                      -7-
<PAGE>

EXHIBIT 4.1
                          TRANS GLOBAL SERVICES, INC.

                      2002 Non-Qualified Stock Option Plan

1.       Purpose; Definitions.

         The purpose of the Trans Global Services, Inc. 2002 Non-Qualified Stock
Option Plan (the "Plan") is to enable Trans Global Services, Inc. (the
"Company") to attract, retain and reward the key employees, director and
consultants as hereinafter set forth.

         For purposes of the Plan, the following terms shall be defined as set
forth below:

         (a) "Affiliate" means any corporation, partnership, limited liability
company, joint venture or other entity, other than the Company and its
Subsidiaries, that is designated by the Board as a participating employer under
the Plan, provided that the Company directly or indirectly owns at least 20% of
the combined voting power of all classes of stock of such entity or at least 20%
of the ownership interests in such entity.

         (b) "Board" means the Board of Directors of the Company.

         (c) "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and any successor thereto.

         (d) "Commission" means the Securities and Exchange Commission or any
successor thereto.

         (e) "Common Stock" means the Common Stock, par value $.01 per share, of
the Company or any class of common stock into which such common stock may
hereafter be converted or for which such common stock may be exchanged pursuant
to the Company's certificate of incorporation or as part of a recapitalization,
reorganization or similar transaction.

         (f) "Company" means Trans Global Services, Inc., a Delaware
corporation, or any successor corporation.

         (g) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, and any successor thereto.

         (h) "Non-Qualified Stock Option" means any Stock Option that is not an
incentive stock option as defined in Section 422 of the Code.

         (i) "Plan" means this Trans Global Services, Inc. 1998 Senior
Management Option Plan, as hereinafter amended from time to time.

         (j) "Stock Option" or "Option" means any option to purchase shares of
Common Stock as set forth in Section 5 of the Plan.

         (k) "Subsidiary" means any corporation or other business association,
including a partnership or limited liability company (other than the Company),
in an unbroken chain of corporations or other business associations beginning
with the Company if each of the corporations or other business associations
(other than the last corporation in the unbroken chain) owns equity interests
(including stock, partnership interests or membership interests in limited
liability companies) possessing 50% or more of the total combined voting power
of all classes of equity in one of the other corporations or other business
associations in the chain.

2.       Administration.

         The Plan shall be administered by a Committee of not less than two
directors of the Company who shall be appointed by the Board and who shall serve
at the pleasure of the Board. If, and to the extent that, no Committee exists
which has the authority to so administer the Plan, the functions of the
Committee specified in the Plan shall be exercised by the Board.

3.       Common Stock Subject to Plan.

         (a) The total number of shares of Common Stock reserved and available
for issuance under the Plan shall be three million and five hundred thousand
(3,500,000) shares of Common Stock. In the event that Options granted pursuant
to said Section 4 shall for any reason terminate or expire unexercised, the
number of shares of Common Stock then subject to the Plan shall be reduced, and
the Company shall have no right to grant additional options with respect to such
shares.

         (b) In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, stock split, stock distribution, reverse
split, combination of shares or other change in corporate structure affecting
the Common Stock, such substitution or


                                      -1-
<PAGE>

adjustment shall be made in the aggregate number of shares reserved for issuance
under the Plan and the Options, in the number and option price of shares of
Common Stock subject to outstanding Options, as may be determined to be
appropriate by the Committee, in its reasonable discretion and consistent with
generally accepted accounting principles consistently applied, provided that the
number of shares subject to any Option shall always be a whole number.

4.       Grant of Options.

         (a) The Committee may grant Non-Qualified Stock Options under the Plan
to officers, directors, consultants and others who perform services for the
Company, provided, however, that options may be granted under the Plan only to
persons who are natural persons and whose services to the Company are not in
connection with the offer or sale of securities in a capital-raising
transactions and do not directly or indirectly promote or maintain a market for
the Company's securities.

         (b) Options granted under the Plan shall be at such exercise price and
shall have such term and shall be exercisable in such installments as the
Committee shall, in its sole discretion, determine.

5.       Exercise of Options.

         (a) The Options may be exercised by payment of cash or of shares of
Common Stock having a value equal to the exercise price. The value of the Common
Stock shall mean the closing price of the Common Stock on the date the Option is
exercised.

         (b) The Committee may at any time offer to buy out for a payment in
cash or Common Stock, any Option in whole or in part and without regard to
whether the Option is then exercisable on such terms and conditions as the
Committee shall establish and communicate to the Option Holder at the time that
such offer is made. Nothing in this Paragraph 5(b) shall require any Option
Holder to accept such offer.

6.       Amendments.  Neither this Plan nor the Options granted pursuant to this
Plan may be amended, altered or discontinued as to any Option Holder without the
approval of the Option Holder.

7.       General Provisions.

         (a) The Committee may require each person purchasing shares pursuant to
an Option to represent to and agree with the Company in writing that the
optionee or participant is acquiring the shares without a view to distribution
thereof. The certificates for such shares may include any legend which the
Committee deems appropriate to reflect any restrictions on transfer. All
certificates or shares of Common Stock or other securities delivered under the
Plan shall be subject to such stock-transfer orders and other restrictions as
the Committee may deem advisable under the rules, regulations, and other
requirements of the Commission, any stock exchange upon which the Common Stock
is then listed, and any applicable Federal or state securities law, and the
Committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.

         (b) Nothing contained in this Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject to stockholder
approval if such approval is required; and such arrangements may be either
generally applicable or applicable only in specific cases.

         (c) Neither the adoption of the Plan nor the grant of any award
pursuant to the Plan shall confer upon any employee of the Company or any
Subsidiary or Affiliate any right to continued employment with the Company or a
Subsidiary or Affiliate, as the case may be, nor shall it interfere in any way
with the right of the Company or a Subsidiary or Affiliate to terminate the
employment of any of its employees at any time.

         (d) No later than the date as of which an amount first becomes
includible in the gross income of an Option Holder for Federal income tax
purposes with respect to any Option, the Option Holder shall pay to the Company,
or make arrangements satisfactory to the Committee regarding the payment of, any
Federal, state, or local taxes of any kind required by law to be withheld with
respect to such amount. Unless otherwise determined by the Committee,
withholding obligations may be settled with Common Stock, including Common Stock
that is part of the award that gives rise to the withholding requirement. The
obligations of the Company under the Plan shall be conditional on such payment
or arrangements and the Company and its Subsidiaries or Affiliates shall, to the
extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the participant.

8.       Effective Date of Plan.

         The Plan shall be effective as of the date the Plan is approved by the
Board.


                                      -2-
<PAGE>

EXHIBIT 5.1

         [LETTERHEAD OF HARRY WINDERMAN, ESQUIRE]

                                                               January 31, 2002

Trans Global Services, Inc.
249 Saw Mill River Road
Elmsford, NY, 10523

Re: Registration Statement on Form S-8

Gentlemen:

         We have acted as counsel to Trans Global Services, Inc. (the
"Company"), a Delaware Corporation, pursuant to a Registration Statement on Form
S-8, as filed with the Securities and Exchange Commission on January 31, 2002
(the "Registration Statement"), covering an aggregate of 3,500,000 shares of the
Company's Common Stock, $0.01 par value (the "Common Stock") issuable pursuant
to the Company's 2002 Employee Stock Option Plans, as amended.

         In acting as counsel for the Company and arriving at the opinions as
expressed below, we have examined and relied upon originals or copies, certified
or otherwise identified to our satisfaction, of such records of the Company,
agreements and other instruments, certificates of officers and representatives
of the Company, certificates of public officials and other documents as we have
deemed necessary or appropriate as a basis for the opinions expressed herein.

         In connection with our examination we have assumed the genuineness of
all signatures, the authenticity of all documents tendered to us as originals,
the legal capacity of natural persons and the conformity to original documents
of all documents submitted to us as certified or photostatted copies.

         Based on the foregoing, and subject to the qualifications and
limitations set forth herein, it is our opinion that:

         1. The Company has authority to issue the Common Stock in the manner
and under the terms set forth in the Registration Statement.

         2. The Common Stock has been duly authorized and when issued, delivered
and paid for by recipients in accordance with their respective terms, will be
validly issued, fully paid and non-assessable.

         We express no opinion with respect to the laws other than those of the
State of New York and Federal Laws of the United States of America, and we
assume no responsibility as to the applicability or the effect of the laws of
any other jurisdiction.

         We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and its use as part of the Registration Statement.

         We are furnishing this opinion to the Company solely for its benefit in
connection with the Registration Statement. It is not to be used, circulated,
quoted or otherwise referred to for any other purpose. Other than the Company no
one is entitled to rely on this opinion.

                                                    Very truly yours,

                                                    HARRY WINDERMAN, ESQUIRE



                                      -1-
<PAGE>

EXHIBIT 5.2

The Board of Directors
Trans Global Services, Inc.

We consent to incorporation by reference in the Registration Statement on Form
S-8 of our report dated February 7, 2001, relating to the consolidated balance
sheets of Trans Global Services, Inc. as of December 31, 2000 and 1999, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for each of the three years in the period ended December 31, 2000 which
report appears in the annual report on Form 10-K of Trans Global Services, Inc.

MOORE STEPHENS, P.C.
Certified Public Accountants

Cranford, New Jersey
January 31, 2002



                                      -1-
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{"company-data": {"conformed-name": "TRANS GLOBAL SERVICES INC", "cik": "0000916485", "assigned-sic": "3651", "irs-number": "621544008", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81792", "film-number": "02523335"}, "business-address": {"street1": "1393 VETERANS MEMORIAL HWY", "street2": "SUITE 307", "city": "HAUPPAUGE", "state": "NY", "zip": "11788", "phone": "6317240006"}, "mail-address": {"street1": "1393 VETERANS MEMORIAL HWY", "street2": "SUITE 307", "city": "HAUPPAGE", "state": "NY", "zip": "11788"}, "former-company": {"former-conformed-name": "CONCEPT TECHNOLOGIES GROUP INC", "date-changed": "19931222"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    Form S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                          Trans Global Services, Inc.

   --------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                          62-1544008
     ----------------------                              --------------------
(State or other jurisdiction of                             (IRS Employer
 incorporation or organization)                         Identification Number)

   1393 Veterans Memorial Highway                                   11788
           Hauppauge, NY
   ------------------------------------------------------------------------
   (Address of Principal Executive Offices)                       (Zip Code)

          Trans Global Services, Inc. 2002 Employee Stock Option Plan
    -----------------------------------------------------------------------
                              (Full title of plan)

   Harry Winderman, Esq., 2255 Glades Road, Suite 218A, Boca Raton, FL 33431
    -----------------------------------------------------------------------
                    (Name and address of agent for service)

                                  561-241-0332
    -----------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
================================== ============== ======================= ======================= =======================
Amount to be   Proposed maximum        Proposed aggregate
Title of each class of             registered     offering price per      maximum offering        Amount of
Securities to be registered        (1)            share (2)               price (2)               registration fee (3)
---------------------------------- -------------- ----------------------- ----------------------- -----------------------
Common stock, $0.01 par value        3,500,000            $0.40                 $1,400,000               $128.80
================================== ============== ======================= ======================= =======================
(1) Represents the maximum number of shares of common stock issuable upon
exercise of options granted or to be granted under the 2002 Trans Global
Services, Inc. Employee Stock Option Plan. Pursuant to Rule 416(a), (b) and (c)
under the Securities Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the employee
benefit plan described herein and such additional number of shares as may be
required in the event of a stock dividend, stock split, recapitalization or
other similar event.

(2) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(c) of the Securities Act by multiplying 3,500,000, the
maximum number of shares of common stock of the Registrant to be issued pursuant
to the exercise of options granted under Trans Global Services, Inc. 2002
Employee Stock Option Plan, by $0.40, the price at which the options may be
exercised.

 (3) The registration fee has been calculated pursuant to Rule 457(h) of the
Securities Act by multiplying $1,400,000, the proposed maximum aggregate
offering price by) 0.000092.

                                      -1-
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

         The documents containing information required in the Section 10(a)
prospectus specified in Part I ("Plan Information" and "Registrant Information")
will be sent or given to employees as specified by Rule 428(b)(1). Such
documents need not be filed with the Securities and Exchange Commission either
as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in this registration statement pursuant to Item 3 of Part II of
this form taken together constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933, as amended.

General Plan Information

         The purpose of Trans Global Services, Inc. 2002 Employee Stock Option
Plan (the "Plan") is to secure long-term relationships for Trans Global
Services, Inc. (the "Company") and its stockholders, from the benefits arising
from capital stock ownership by the Company's Consultants, Advisors, Employees
and Directors, who can help in the company's growth and success and to provide
an effective means of compensation for such persons and entities providing
services to the Company in lieu of cash payments therefor. The Plan became
effective as of the 31st day of January 2002 and shall expire of the 30th day of
January, 2007, unless further extended by appropriate action of the Board of
Directors The Board of Directors of the Company may at any time, by appropriate
action, suspend or terminate the Plan, or amend the terms and conditions of the
Plan.

         The Plan is not subject to the Employee Retirement Income Security Act
of 1974 ("ERISA").

         Additional information regarding the plan and its administrators may be
obtained by contacting Harry Winderman, Esq., at 2255 Glades Road, Boca Raton,
Suite 218A FL 33431 or by phone at 561-241-0332. The Plan shall be administered
by a "Compensation Committee" which shall consist of not less than two members
appointed by the Board of Directors, but who need not be members of such Board,
and all of whom shall be disinterested persons. The term "disinterested person"
shall mean a person who, at the time he or she exercises discretion in
administering the Plan, has not at any time one-year prior thereto been issued
shares of Common Stock pursuant to the Plan. The Board of Directors may from
time to time and in its sole discretion remove members from or add members to
the Committee. Vacancies, however caused, shall be filled by the Board of
Directors. The Committee may act at a meeting, including telephonically, in
which a majority are present, or by written consent of a majority of the
Committee. The Committee shall have the authority to construe and interpret the
Plan, to define the terms used herein, and to review, deliberate and act upon
the written recommendations of the Chief Executive Officer of the Company with
respect to shares of Common Stock proposed to be issued pursuant to the plan.
All determinations and interpretations made by the Committee shall be binding
and conclusive upon all participants in the Plan and on their legal
representatives and beneficiaries.

Securities to be Offered

         This Form S-8 relates to 3,500,000 shares of common stock, par value
$0.01 per share, of Trans Global Services, Inc., which may be issued upon the
exercise of options granted under the Plan. We have authorized 25,000,000 of our
$0.01 par value common stock. As of January 31, 2002, there were 8,634,295
shares of Common Stock outstanding and there were approximately 2,000 holders of
record of the Company's common stock. The Company has not paid dividends on
common stock and does not anticipate paying dividends in the foreseeable future.
The Company intends to retain future earnings, if any, to finance the expansion
of its operations and for general corporate purposes, including future
acquisitions. As of January 31, 2002, 6,288,078 shares of the Company's Common
Stock are eligible for sale under Rule 144 promulgated under the Securities Act
of 1933, as amended, subject to certain limitations included in said Rule. In
general, under Rule 144, a person (or persons whose shares are aggregated), who
has satisfied a one-year holding period, under certain circumstances, may sell
within any three-month period, a number of shares which does not exceed the
greater of one percent of the then outstanding Common Stock or the average
weekly trading volume during the four calendar weeks prior to such sale. Rule
144 also permits, under certain circumstances, the sale of shares without any
quantity limitation by a person who has satisfied a two-year holding period and
who is not, and has not been for the preceding three months, an affiliate of the
Company.

Employees Who May Participate in the Plan

         Consultants, Advisors, Employees and Directors, to the Company, or any
of its subsidiary corporations, shall be eligible for participation in the Plan.
Each person or entity acquiring shares of Common Stock pursuant to the Plan
shall be acquiring such shares for investment purposes only, and in lieu of cash
compensation for services rendered to the Company.

                                      -2-
Purchase of Securities Pursuant to the Plan and Payment for Securities Offered

         The Committee shall determine the manner in which each option shall be
exercisable and the timing and form of the purchase price to be paid by a
grantee upon the exercise of an option under the Plan. To the extent provided in
the option agreement, payment of the purchase price may be in cash, part in
cash, part by personal promissory note or in lieu of payment for services
performed.

Item 2.  Registrant Information And Stock Purchase Plan Annual Information

         The Company files annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any document we file at the Commission's public reference
rooms in Washington, D.C., New York, NY and Chicago, IL. Please call the
Commission at 1-800-SEC-0330 for further information on the public reference
rooms. Our Commission filings are also available to the public from the
Commission's web site at http://www.sec.gov. The Commission allows us to
"incorporate by reference" information into this registration statement, which
means that we can disclose important information to you by referring you to
another document filed separately with the Commission. The information
incorporated by reference is considered to be part of this registration
statement, and later information that we file with the Commission will
automatically update this registration statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents By Reference

         We incorporate by reference the following documents listed below and
any future filings made with the Commission under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, prior to the termination of the
offering:

1.       Our annual report on Form 10-KSB for our fiscal year ended December 31,
         2000 and filing date of March 30, 2001)

2.       Our quarterly report on Form 10-QSB for the quarterly period ended
         March 31, 2001 and filing date of May 11, 2001.

3.       Our quarterly report on Form 10-QSB for the quarterly period ended
         June 30, 2001 and filing date of August 14, 2001.

4.       Our quarterly report on Form 10-QSB for the quarterly period ended
         September 30, 2001 and filing date of November 19, 2001.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of
this registration statement and prior to the filing of a post-effective
amendment to this registration statement, which indicates that all securities
offered hereunder have been sold, or which de-registers all securities then
remaining unsold under this registration statement, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

         You should rely only on the information incorporated by reference or
provided in this registration statement or any supplement. We have not
authorized anyone else to provide you with different information. We and the
selling stockholders will not make offers of these shares in any state where the
offer is not permitted. You should not assume that the information in this
registration statement or any supplement is accurate as of any date other than
the date on the front of those documents.

         Any statement contained in a document or incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement contained
herein or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part or this registrations statement. All
information in this registration statement is qualified in its entirety by the
information and financial statements (including the notes thereto).

You may request a copy of these filings, at no cost, by writing or telephoning
us at the following address: Trans Global Services, Inc., 1393 Veterans Memorial
Highway, Hauppage, NY, 11788, telephone number (516) 724-0006.

Item 4.  Description of Securities

         Not Applicable.

                                      -3-
Item 5.  Interests Of Named Experts And Counsel

         The legality of the shares offered hereby has been passed upon for the
Company by Harry Winderman, Esq., at 2255 Glades Road, Suite 218A, Boca Raton,
FL 33431.

Item 6.  Indemnification Of Directors And Officers

         Section 145(a) of the General Corporation Law of the State of Delaware
provides that a Delaware corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no cause to believe his conduct was unlawful.

         Section 145(b) provides that a Delaware corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted under similar standards, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the court in which such action or suit was brought shall
determine that despite the adjudication of liability, such person is fairly and
reasonably entitled to be indemnified for such expenses which the court shall
deem proper.

         Section 145 further provides that (i) to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue, or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith, (ii)
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled, and (iii) the
corporation may purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against him or
incurred by him in any such capacity or arising out of his status as such
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 145.

         Section 102(b)(7) of the General Corporation Law provides that a
corporation in its original certificate of incorporation or an amendment thereto
validly approved by stockholders may eliminate or limit personal liability of
the members of its board of directors or governing body for breach of a
director's fiduciary duty. However, no such provision may eliminate or limit the
liability of a director for breaching his duty of loyalty, failing to act in
good faith, engaging in intentional misconduct or knowingly violating a law,
paying a dividend or approving a stock repurchase which was illegal, or
obtaining an improper personal benefit. A provision of this type has no effect
on the availability of equitable remedies, such as an injunction or rescission,
for breach of fiduciary duty. Our charter contains such a provision.

         Our charter further provides that we shall indemnify our officers and
directors and, to the extent authorized by the board of directors, employees and
agents of ours to the fullest extent permitted by and in the manner permissible
under the laws of the State of Delaware.

         This summary is subject to the General Corporation Law of the State of
Delaware, our charter and the by-laws and the agreements referred to above.

Item 7.  Exemption from Registration Claimed

         Not applicable.

                                      -4-
Item 8.  Exhibits

         Unless otherwise noted the following exhibits have been filed with this
Form S-8.

4.1      Trans Global Services, Inc. 2002 Employee Stock Option Plan

5.1      Opinion of Harry Winderman, Esquire

5.2      Consent of Moore Stephens PC

Item 9.  Undertakings

(a) The undersigned registrant hereby undertakes;

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to the Registration Statement;

         (i)      To include any prospectus required by Section 10(a)(3) of the
Securities Act;

         (ii)     To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information set
forth in the registration Statement;

         (iii)    To include any additional or changed material information on
the plan of distribution.

         Provided however that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply if such information required in a post-effective amendment is incorporated
by reference from periodic reports filed by the Registrant under the Exchange
Act.

     (2) That, for the purpose of determining liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (3) To remove from registration by means of a post effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against public policy
as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      -5-
Signatures

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boca Raton, State of Florida, on January 31,
2002.

Trans Global Services, Inc
By: /S/ Lewis S. Schiller, Chairman of the Board and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

/S/ Lewis S. Schiller
  Chairman of the Board,
  Chief Executive Officer and
  Chief Accounting Officer
January 31, 2002

/S/ Joseph G. Sicinski
  President
January 31, 2002

         The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boca Raton, State of
Florida, on January 31, 2002.

Trans Global Services, Inc
By: /S/ Lewis S. Schiller, Chairman of the Board and Chief Executive Officer

                                      -6-
Index to Exhibits

Unless otherwise noted the following exhibits have been filed with this Form
S-8.

4.1      Trans Global Services, Inc. 2002 Employee Stock Option Plan

5.1      Opinion of Harry Winderman, Esquire

5.2      Consent of Moore Stephens, PC, Independent auditors.

                                      -7-
EXHIBIT 4.1
                          TRANS GLOBAL SERVICES, INC.

                      2002 Non-Qualified Stock Option Plan

1.       Purpose; Definitions.

         The purpose of the Trans Global Services, Inc. 2002 Non-Qualified Stock
Option Plan (the "Plan") is to enable Trans Global Services, Inc. (the
"Company") to attract, retain and reward the key employees, director and
consultants as hereinafter set forth.

         For purposes of the Plan, the following terms shall be defined as set
forth below:

         (a) "Affiliate" means any corporation, partnership, limited liability
company, joint venture or other entity, other than the Company and its
Subsidiaries, that is designated by the Board as a participating employer under
the Plan, provided that the Company directly or indirectly owns at least 20% of
the combined voting power of all classes of stock of such entity or at least 20%
of the ownership interests in such entity.

         (b) "Board" means the Board of Directors of the Company.

         (c) "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and any successor thereto.

         (d) "Commission" means the Securities and Exchange Commission or any
successor thereto.

         (e) "Common Stock" means the Common Stock, par value $.01 per share, of
the Company or any class of common stock into which such common stock may
hereafter be converted or for which such common stock may be exchanged pursuant
to the Company's certificate of incorporation or as part of a recapitalization,
reorganization or similar transaction.

         (f) "Company" means Trans Global Services, Inc., a Delaware
corporation, or any successor corporation.

         (g) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, and any successor thereto.

         (h) "Non-Qualified Stock Option" means any Stock Option that is not an
incentive stock option as defined in Section 422 of the Code.

         (i) "Plan" means this Trans Global Services, Inc. 1998 Senior
Management Option Plan, as hereinafter amended from time to time.

         (j) "Stock Option" or "Option" means any option to purchase shares of
Common Stock as set forth in Section 5 of the Plan.

         (k) "Subsidiary" means any corporation or other business association,
including a partnership or limited liability company (other than the Company),
in an unbroken chain of corporations or other business associations beginning
with the Company if each of the corporations or other business associations
(other than the last corporation in the unbroken chain) owns equity interests
(including stock, partnership interests or membership interests in limited
liability companies) possessing 50% or more of the total combined voting power
of all classes of equity in one of the other corporations or other business
associations in the chain.

2.       Administration.

         The Plan shall be administered by a Committee of not less than two
directors of the Company who shall be appointed by the Board and who shall serve
at the pleasure of the Board. If, and to the extent that, no Committee exists
which has the authority to so administer the Plan, the functions of the
Committee specified in the Plan shall be exercised by the Board.

3.       Common Stock Subject to Plan.

         (a) The total number of shares of Common Stock reserved and available
for issuance under the Plan shall be three million and five hundred thousand
(3,500,000) shares of Common Stock. In the event that Options granted pursuant
to said Section 4 shall for any reason terminate or expire unexercised, the
number of shares of Common Stock then subject to the Plan shall be reduced, and
the Company shall have no right to grant additional options with respect to such
shares.

         (b) In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, stock split, stock distribution, reverse
split, combination of shares or other change in corporate structure affecting
the Common Stock, such substitution or

                                      -1-
adjustment shall be made in the aggregate number of shares reserved for issuance
under the Plan and the Options, in the number and option price of shares of
Common Stock subject to outstanding Options, as may be determined to be
appropriate by the Committee, in its reasonable discretion and consistent with
generally accepted accounting principles consistently applied, provided that the
number of shares subject to any Option shall always be a whole number.

4.       Grant of Options.

         (a) The Committee may grant Non-Qualified Stock Options under the Plan
to officers, directors, consultants and others who perform services for the
Company, provided, however, that options may be granted under the Plan only to
persons who are natural persons and whose services to the Company are not in
connection with the offer or sale of securities in a capital-raising
transactions and do not directly or indirectly promote or maintain a market for
the Company's securities.

         (b) Options granted under the Plan shall be at such exercise price and
shall have such term and shall be exercisable in such installments as the
Committee shall, in its sole discretion, determine.

5.       Exercise of Options.

         (a) The Options may be exercised by payment of cash or of shares of
Common Stock having a value equal to the exercise price. The value of the Common
Stock shall mean the closing price of the Common Stock on the date the Option is
exercised.

         (b) The Committee may at any time offer to buy out for a payment in
cash or Common Stock, any Option in whole or in part and without regard to
whether the Option is then exercisable on such terms and conditions as the
Committee shall establish and communicate to the Option Holder at the time that
such offer is made. Nothing in this Paragraph 5(b) shall require any Option
Holder to accept such offer.

6.       Amendments.  Neither this Plan nor the Options granted pursuant to this
Plan may be amended, altered or discontinued as to any Option Holder without the
approval of the Option Holder.

7.       General Provisions.

         (a) The Committee may require each person purchasing shares pursuant to
an Option to represent to and agree with the Company in writing that the
optionee or participant is acquiring the shares without a view to distribution
thereof. The certificates for such shares may include any legend which the
Committee deems appropriate to reflect any restrictions on transfer. All
certificates or shares of Common Stock or other securities delivered under the
Plan shall be subject to such stock-transfer orders and other restrictions as
the Committee may deem advisable under the rules, regulations, and other
requirements of the Commission, any stock exchange upon which the Common Stock
is then listed, and any applicable Federal or state securities law, and the
Committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.

         (b) Nothing contained in this Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject to stockholder
approval if such approval is required; and such arrangements may be either
generally applicable or applicable only in specific cases.

         (c) Neither the adoption of the Plan nor the grant of any award
pursuant to the Plan shall confer upon any employee of the Company or any
Subsidiary or Affiliate any right to continued employment with the Company or a
Subsidiary or Affiliate, as the case may be, nor shall it interfere in any way
with the right of the Company or a Subsidiary or Affiliate to terminate the
employment of any of its employees at any time.

         (d) No later than the date as of which an amount first becomes
includible in the gross income of an Option Holder for Federal income tax
purposes with respect to any Option, the Option Holder shall pay to the Company,
or make arrangements satisfactory to the Committee regarding the payment of, any
Federal, state, or local taxes of any kind required by law to be withheld with
respect to such amount. Unless otherwise determined by the Committee,
withholding obligations may be settled with Common Stock, including Common Stock
that is part of the award that gives rise to the withholding requirement. The
obligations of the Company under the Plan shall be conditional on such payment
or arrangements and the Company and its Subsidiaries or Affiliates shall, to the
extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the participant.

8.       Effective Date of Plan.

         The Plan shall be effective as of the date the Plan is approved by the
Board.

                                      -2-
EXHIBIT 5.1

         [LETTERHEAD OF HARRY WINDERMAN, ESQUIRE]

                                                               January 31, 2002

Trans Global Services, Inc.
249 Saw Mill River Road
Elmsford, NY, 10523

Re: Registration Statement on Form S-8

Gentlemen:

         We have acted as counsel to Trans Global Services, Inc. (the
"Company"), a Delaware Corporation, pursuant to a Registration Statement on Form
S-8, as filed with the Securities and Exchange Commission on January 31, 2002
(the "Registration Statement"), covering an aggregate of 3,500,000 shares of the
Company's Common Stock, $0.01 par value (the "Common Stock") issuable pursuant
to the Company's 2002 Employee Stock Option Plans, as amended.

         In acting as counsel for the Company and arriving at the opinions as
expressed below, we have examined and relied upon originals or copies, certified
or otherwise identified to our satisfaction, of such records of the Company,
agreements and other instruments, certificates of officers and representatives
of the Company, certificates of public officials and other documents as we have
deemed necessary or appropriate as a basis for the opinions expressed herein.

         In connection with our examination we have assumed the genuineness of
all signatures, the authenticity of all documents tendered to us as originals,
the legal capacity of natural persons and the conformity to original documents
of all documents submitted to us as certified or photostatted copies.

         Based on the foregoing, and subject to the qualifications and
limitations set forth herein, it is our opinion that:

         1. The Company has authority to issue the Common Stock in the manner
and under the terms set forth in the Registration Statement.

         2. The Common Stock has been duly authorized and when issued, delivered
and paid for by recipients in accordance with their respective terms, will be
validly issued, fully paid and non-assessable.

         We express no opinion with respect to the laws other than those of the
State of New York and Federal Laws of the United States of America, and we
assume no responsibility as to the applicability or the effect of the laws of
any other jurisdiction.

         We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and its use as part of the Registration Statement.

         We are furnishing this opinion to the Company solely for its benefit in
connection with the Registration Statement. It is not to be used, circulated,
quoted or otherwise referred to for any other purpose. Other than the Company no
one is entitled to rely on this opinion.

                                                    Very truly yours,

                                                    HARRY WINDERMAN, ESQUIRE

                                      -1-
EXHIBIT 5.2

The Board of Directors
Trans Global Services, Inc.

We consent to incorporation by reference in the Registration Statement on Form
S-8 of our report dated February 7, 2001, relating to the consolidated balance
sheets of Trans Global Services, Inc. as of December 31, 2000 and 1999, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for each of the three years in the period ended December 31, 2000 which
report appears in the annual report on Form 10-K of Trans Global Services, Inc.

MOORE STEPHENS, P.C.
Certified Public Accountants

Cranford, New Jersey
January 31, 2002

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