SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended March 31, 2000
OR
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _____________ to ______________
Commission File Number: 0-29743
TRANSAMERICAN HOLDINGS, INC.
--------------------------------------------------------
(Exact name of Registrant as Specified in its Charter)
NEVADA 77-0434471
---------------------------- --------------------------
(State or other jurisdiction (IRS Identification Number)
of incorporation)
9601 Wilshire Boulevard
Suite 620
Beverly Hills, CA 90210
(310) 271-4159
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(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) or the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days:
Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as the latest practicable date:
12,745,090 shares of Common Stock, $.001 par value per share.
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1
<PAGE>
TRANSAMERICAN HOLDINGS,INC.
INDEX
Part I. Financial Information ..............................................3
Item 1. Financial Statements.............................................3
Balance Sheets............................................3
Statement of Operations...................................5
Statement of Changes in Stockholders' Equity..............6
Statement of Cash Flows...................................7
Notes to Financial Statements.............................8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operation....................12
Part II. Other Information.................................................13
Item 1 Legal Proceedings...............................................13
Item 2 Changes in the Rights of the
Company's Security Holders...................................13
Item 3 Defaults by the Company on its Senior Securities................13
Item 4 Results of Votes of Security Holders............................13
Item 5 Other Information...............................................13
Item 6 Exhibits and Reports on Form 8-K................................13
Signatures...................................................................14
Exhibit 27 Financial Data Schedule........................................15
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
BALANCE SHEETS
TRANSAMERICAN HOLDINGS, INC.
(Formerly Health Research, LTD.)
(A Development Stage Company)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
March 31, December 31, December 31,
2000 1999 1998
------------------- ------------------- -------------------
CURRENT ASSETS
CASH $ 292,803 $ 9,200 $ 0
------------------- ------------------- -------------------
TOTAL CURRENT ASSETS $ 292,803 $ 9,200 $ 0
------------------- ------------------- -------------------
OTHER ASSETS $ 0 $ 0 $ 0
------------------- ------------------- -------------------
TOTAL OTHER ASSETS $ 0 $ 0 $ 0
------------------- ------------------- -------------------
TOTAL ASSETS $ 292,803 $ 9,200 $ 0
------------------- ------------------- -------------------
</TABLE>
The accompanying notes are in integral part of these financial statements.
3
<PAGE>
TRANSAMERICAN HOLDINGS, INC.
(Formerly Health Research, LTD.)
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
<S> <C> <C> <C>
March 31, December 31, December 31,
2000 1999 1998
------------------- ------------------ -------------------
CURRENT LIABILITIES
Advances Payable $ 2,009 $ 0 $ 0
------------------- ------------------ -------------------
TOTAL CURRENT LIABILITIES $ 2,009 $ 0 $ 0
------------------- ------------------ -------------------
STOCKHOLDERS' EQUITY (Note #4)
Common stock, $1.00 par value
Authorized 25,000 shares
Issued and outstanding at
December 31, 1998 -5,000 shares $ 5,000
Common stock, $.001 par value
Authorized 100,000,000 shares
Issued and outstanding at
December 31, 1999 - 11,300,000 shares $ 11,300
March 31, 2000 - 12,745,090 shares $ 12,745
Additional Paid-In Capital $ 393,600 $ 3,000 $ 0
Deficit accumulated during
the development stage $-115,551 $ -5,100 $ -5,000
------------------- ------------------ -------------------
TOTAL STOCKHOLDERS' EQUITY $ 290,794 $ 9,200 $ 0
------------------- ------------------ -------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 292,803 $ 9,200 $ 0
------------------- ------------------ -------------------
</TABLE>
The accompanying notes are in integral part of these financial statements.
4
<PAGE>
TRANSAMERICAN HOLDINGS, INC.
(Formerly Health Research, LTD.)
(A Development Stage Company)
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
July 22,
January 1, 1996
2000, Year Ended Year Ended (Inception)
to December 31, December 31, to
March 31, 1999 1998 March 31,
2000 2000
------------------- ------------------- ------------------ -------------------
INCOME
Revenue $ 0 $ 0 $ 0 $ 0
------------------- ------------------- ------------------ -------------------
EXPENSES
General, Selling and
Administrative $ 110,451 $ 100 $ 0 $ 115,551
------------------- ------------------- ------------------ -------------------
TOTAL EXPENSES $ 110,451 $ 100 $ 0 $ 115,551
------------------- ------------------- ------------------ -------------------
NET PROFIT/LOSS (-) $-110,451 $ -100 $ 0 $ -115,551
------------------- ------------------- ------------------ -------------------
Net Loss per share
Basic and diluted
(Note #2) $ -.0095 $ NIL $ NIL $ -.0384
------------------- ------------------- ------------------ -------------------
Weighted average number of common 11,569,962 3,352,603 2,000,000 3,011,539
shares outstanding
------------------- ------------------- ------------------ -------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
TRANSAMERICAN HOLDINGS, INC.
(Formerly Health Research, LTD.)
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
--------------- ---------------- --------------- ----------------
Balance,
December 31, 1997 5,000 $ 5,000 $ 0 $ -5,000
Net loss year ended
December 31, 1998 0
--------------- ---------------- --------------- ----------------
Balance,
December 31, 1998 5,000 $ 5,000 $ 0 $ -5,000
January 25, 1999
Changed par value
From $1.00 to $.001 -4,995 4,995
October 30, 1999
Forward stock split
400:1 1,995,000 1,995 -1,995
November 1, 1999
Issued common stock
For services 100,000 100
November 9, 1999
Issued common stock
for cash 9,200,000 9,200
Net loss year ended
December 31, 1999 -100
--------------- ---------------- --------------- ----------------
Balance,
December 31, 1999 11,300,000 $ 11,300 $ 3,000 $ -5,100
March 15, 2000
Issue stock for cash 1,095,090 1,095 296,450
Issue stock for services 350,000 350 94,150
Net loss year ended
March 31, 2000 -110,451
--------------- ---------------- --------------- ----------------
Balance,
March 31, 2000 12,745,090 $ 12,745 $ 393,600 $ -115,551
--------------- ---------------- --------------- ----------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
TRANSAMERICAN HOLDINGS, INC.
(Formerly Health Research, LTD.)
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Jan 1, Year Year Jul.22,1996
2000, to Ended Ended (Inception)
Mar. 31, Dec. 31, Dec. 31, to Mar. 31,
2000 1999 1998 2000
---------------- ---------------- --------------- -----------------
Cash Flows from
Operating Activities
Net Loss $ -110,451 $ -100 $ 0 $ -115,551
Adjustment to
Reconcile net loss
To net cash provided
by operating
Activities
Issue common stock
For services 94,500 100 0 99,600
Changes in assets and
Liabilities 0 0 0
Increase in current
Liabilities 2,009 0 0 2,009
---------------- ---------------- --------------- -----------------
Net cash used in
Operating activities $ -13,942 $ 0 $ 0 $ -13,942
Cash Flows from
Investing Activities 0 0 0
Cash Flows from
Financing Activities
Issuance of Common
Stock for Cash 297,545 9,200 0 306,745
---------------- ---------------- --------------- -----------------
Net Increase (decrease) $ 283,603 $ 9,200 $ 0 $ 292,803
Cash,
Beginning of period 9,200 0 0 0
---------------- ---------------- --------------- -----------------
Cash, End of Period $ 292,803 $ 9,200 $ 0 $ 292,803
---------------- ---------------- --------------- -----------------
</TABLE>
The accompanying notes are in integral part of these financial statements.
7
<PAGE>
TRANSAMERICAN HOLDINGS, INC.
(Formerly Health Research, LTD.)
(A Development Stage Company)
March 31, 2000, December 31, 1999, and December 31, 1998
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized July 22, 1996 under the laws of the State of
Nevada as Health Research, LTD. The Company currently has no operations
and in accordance with SFAS #7, is considered a development company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
-----------------
The Company records income and expenses on the accrual method.
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 revenue and expenses during the
reporting period. Actual results could differ from those
estimates.
Cash and equivalents
--------------------
The Company maintains a cash balance in a non-interest-bearing
bank account that currently does not exceed federally insured
limits. For the purpose of the statements of cash flows, all
highly liquid investments with the maturity of three months or
less are considered to be cash equivalents. There are no cash
equivalents as of March 31, 2000.
Income Taxes
------------
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial
Accounting Standards No. 109 (SFAS #109) "Accounting for
Income Taxes". A deferred tax asset or liability is recorded
for all temporary difference between financial and tax
reporting. Deferred tax expense (benefit) results from the net
change during the year of deferred tax assets and liabilities.
Loss Per Share
--------------
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings
Per Share". Basic loss per share is computed by dividing
losses available to common stockholders by the weighted
average number of common shares outstanding during the period.
Diluted loss per share reflects per share amounts that would
have resulted if dilutive common stock equivalents had been
converted to common stock. As of March 31, 2000, the Company
had no dilutive common stock equivalents such as stock
options.
8
<PAGE>
TRANSAMERICAN HOLDINGS, INC.
(Formerly Health Research, LTD.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
----------------------------------------
March 31, 2000, December 31, 1999, and December 31, 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Year End
--------
The Company has selected December 31st as its year-end.
Year 2000 Disclosure
--------------------
The Y2K issue had no effect on this Company.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended March 31,
2000, due to the net loss and no state income tax in Nevada, the state
of the Company's domicile and operations.
The Company's total deferred tax asset as of March 31, 2000 is as
follows:
Net operation loss carry forward $ 5,100
Valuation allowance $ 5,100
Net deferred tax asset $ 0
The federal net operation loss carry forward will expire in various
amounts from 2008 to 2019.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
------------
The authorized common stock of the corporation consists of 100,000,000
shares with Par Value of $.001.
Preferred Stock
---------------
The corporation has no preferred stock.
On July 30, 1996, the company issued 5,000 shares of its No Par Value
Common Stock in consideration of $5,000 in cash.
On January 25, 1999, the State of Nevada approved the Company's
restated Articles of Incorporation, which increased its capitalization
from 25,000 common shares with No Par Value stock to 100,000,000 common
shares with $0.001 Par Value stock.
9
<PAGE>
TRANSAMERICAN HOLDINGS, INC.
(Formerly Health Research, LTD.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
March 31, 2000, December 31, 1999, and December 31, 1998
NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)
On October 30, 1999, the Company had a forward stock split of 400:1
thus increasing the outstanding common stock of the corporation from
5,000 common shares to 2,000,000 common shares.
On November 1, 1999, the Company issued 100,000 of its $.001 par value
common stock for $100 in services.
On November 9, 1999, the Company issued 9,200,000 of its $.001 par
value common stock for $9,200 in cash.
On November 15, 1999, the Company changed its name from Health
Research, LTD., to TransAmerican Holdings, Inc.
On December 29, 1999, the State of Nevada approved the Company's
restated Articles of Incorporation that increased the capitalization
from 25,000,000 common shares with a par value of $0.0001 to
100,000,000 common shares with a par value of $0.0001.
On March 15, 2000, the Company issued 350,000 of its $.001 par value
common stock at a price of $.27 per share for services valued at
$94,500. (See next paragraph)
On March 15, 2000, the Company completed a private placement under Rule
506, Regulation D. The Company sold 1,000,000 shares of common stock at
a price of $0.25 per share, for a total amount raised of $250,000. On
the same day, under another private placement, which is still open,
under Rule 506, Regulation D, the Company sold 95,090 shares of common
stock at a price of $.50 per share, for a total amount raised of
$47,545. The total amount raised of $297,545 divided by the total
number of common shares issued 1,095,090 equals an average price per
share of $.27.
NOTE 5 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
NOTE 6 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. The Company has sufficient working
capital to cover its operating costs and to allow it to continue as a
going concern. It is the intent of the Company to acquire an existing,
operating company.
10
<PAGE>
TRANSAMERICAN HOLDINGS, INC.
(Formerly Health Research, LTD.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
March 31, 2000, December 31, 1999, and December 31, 1998
NOTE 7 - RELATED PARTY TRANSACTIONS
The Company does not own any real property. The officers of the Company
provide executive and administrative services without charge.
11
<PAGE>
Item 2.
TRANSAMERICAN HOLDINGS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
Although the Company has not acquired an on-going business, it has
commenced business activities and is reviewing several businesses for
acquisition. The Company believes that it has sufficient working capital to
cover its operating costs until an on-going business is acquired.
If the current funds are not enough to meet any obligation, Najib
Choufani, an officer, director and controlling shareholder of the Company, has
agreed to provide the necessary funds, without interest, for the Company to
comply with the Securities Exchange Act of 1934, as amended, provided that he is
an officer and director of the Company when the obligation is incurred. All
advances are interest-free.
Since the Company has no earnings from operations, the Company will
continue to sustain nominal losses until the Company can acquire an on-going
business.
12
<PAGE>
PART II. Other Information
Item 1. Legal Proceedings - None.
Item 2. Changes in the Rights of the Company's Security Holders - None.
Item 3. Defaults by the Company on its Senior Securities - Not Applicable.
Item 4. Results of Votes of Security Holders - None.
Item 5. Other Information - None.
Item 6. Exhibits and Reports on Form 8-K -
(a) Exhibits
Exhibit
Number Description
------- -----------
27 Financial Data Schedule
(b) Reports on Form 8-K
None
13
<PAGE>
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRANSAMERICAN HOLDINGS, INC.
Registrant
Date: October 24, 2000 /s/ MICHAEL SAVAGE
---------------------------------
Michael Savage
President
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