SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1O-QSB
[X] Quarterly Report under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 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 [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as the latest practicable date: As of June 30, 2000
15,949,090 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
Statements of Operations.................................4
Statement of Changes in Stockholders' Equity.............5
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..................................................................13
2
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
BALANCE SHEETS
TRANSAMERICAN HOLDINGS, INC.
(Formerly Health Research, LTD.)
(A Development Stage Company)
<TABLE>
<CAPTION>
June 30, December31, December 31,
2000 1999 1998
CURRENT ASSETS ------------------------------------------------
<S> <C> <C> <C>
Cash $1,286,362 $ 0 $ 0
---------- ------ -----
TOTAL CURRENT ASSETS $1,286,362 $ 0 $ 0
---------- ------ -----
OTHER ASSETS
Deposits $ 10,000 $ 0 $ 0
---------- ------ -----
TOTAL OTHER ASSETS $ 10,000 $ 0 $ 0
---------- ------ -----
TOTAL ASSETS $1,296,362 $ 0 $ 0
---------- ------ -----
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30, December31, December 31,
2000 1999 1998
CURRENT LIABILITIES ------------------------------------------------
Advances Payable (Note #5) $ 10,000 $ 0 $ 0
---------- ------ -----
TOTAL CURRENT LIABILITIES $ 10,000 $ 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
June 30, 2000 -
15,949,090 shares $ 15,949
Additional Paid-In Capital 1,368,896 3,000 0
Deficit accumulated during
the development stage $ -98,483 $-5,100 $-5,000
---------- ------- -------
TOTAL STOCKHOLDERS' EQUITY $1,286,362 $ 9,200 $-3,025
---------- ------- -------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $1,296,362 $ 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)
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Jan. 1, Year Year Jul.22, 1996
2000, to Ended Ended (Inception)
June 30, Dec. 31, Dec. 31, to June 30,
2000 1999 1998 2000
---- ---- ---- ----
<S> <C> <C> <C> <C>
INCOME
Revenue $ 0 $ 0 $ 0 $ 0
--------------- ------------- -------------- -------------
EXPENSES
General, Selling and
Administrative $ 95,354 $ 100 $ 0 $ 100,454
--------------- ------------- -------------- -------------
TOTAL EXPENSES $ 95,354 $ 100 $ 0 $ 100,454
--------------- ------------- -------------- -------------
NET PROFIT/LOSS (-)
From Operations $ -95,354 $ -100 $ 0 $ -100,454
Interest Income +1,971 0 0 +1,971
--------------- ------------- -------------- -------------
Net Loss $ -93,383 $ -100 $ 0 $ -98,483
--------------- ------------- -------------- -------------
Net Loss per share -
Basic and diluted
(Note #2) $ -.0071 $ NIL $ NIL $ -.0264
--------------- ------------- -------------- -------------
Weighted average
number of common
shares outstanding 13,071,976 3,352,603 2,000,000 3,733,144
--------------- ------------- -------------- -------------
</TABLE>
The accompanying notes are an integral part of these Financial Statements.
4
<PAGE>
TRANSAMERICAN HOLDINGS, INC.
(Formerly Health Research, LTD.)
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
------------ ------------ ------------- ---------------
<S> <C> <C> <C> <C>
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
------------ ------------ ------------- ---------------
</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 (Continued)
<TABLE>
<CAPTION>
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
------------ ------------ ------------- ---------------
<S> <C> <C> <C> <C>
Balance Brought Forward
Balance,
December 31, 1999 11,300,000 $ 11,300 $ 3,000 $ -5,100
March 15, 2000
Issued common stock
for cash 1,095,090 1,095 296,450
Issued common stock
for services 350,000 350 3,150
April 15, 2000
Issued common stock
for cash 454,000 454 226,546
May 15, 2000
Issued common stock
for cash 2,400,000 2,400 697,600
June 15, 2000
Issued common stock
for cash 350,000 350 142,150
Net loss
January 1, 2000 to
June 30, 2000 -93,383
------------ ------------ ------------- ---------------
Balance,
June 30, 2000 15,949,090 $ 15,949 $ 1,368,896 $ -98,483
------------ ------------ ------------- ---------------
</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>
Jan. 1, Year Year Jul.22, 1996
2000, to Ended Ended (Inception)
June 30, Dec. 31, Dec. 31, to June 30,
2000 1999 1998 2000
---- ---- ---- ----
<S> <C> <C> <C> <C>
Cash Flows from
Operating Activities
Net Loss $ -93,383 $ -100 $ 0 $ -98,483
Adjustment to
Reconcile net loss
To net cash provided
by operating
Activities
Issue common stock
For services 3,500 100 0 8,600
Changes in assets and
Liabilities
Increase in current
Assets -10,000 0 0 -10,000
Increase in current
Liabilities 10,000 0 0 10,000
-------------- --------------- ---------------- ---------------
Net cash used in
Operating activities $ -89,883 $ 0 $ 0 $ -89,883
Cash Flows from
Investing Activities 0 0 0
Cash Flows from
Financing Activities
Issuance of Common
Stock for Cash 1,367,045 9,200 0 1,376,245
-------------- --------------- ---------------- ---------------
Net Increase (decrease) $ 1,277,162 $ 9,200 $ 0 $ 1,286,362
Cash,
Beginning of period 9,200 0 0 0
-------------- --------------- ---------------- ---------------
Cash, End of Period $ 1,286,362 $ 9,200 $ 0 $ 1,286,362
-------------- --------------- ---------------- ---------------
</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)
NOTES TO FINANCIAL STATEMENTS
June 30, 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. On
November 15, 1999, the Company changed its name from HEALTH RESEARCH,
LTD., to TRANSAMERICAN HOLDINGS, INC.
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. 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 June 30, 2000. Also, the Company, as of June
30, 2000, has funds in a savings account and short-term time
deposits.
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.
8
<PAGE>
TRANSAMERICAN HOLDINGS, INC.
(Formerly Health Research, LTD.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2000, December 31, 1999, and December 31, 1998
NOTE #2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 dilative common stock equivalents had been
converted to common stock. As of June 30, 2000, the Company
had no dilative common stock equivalents such as stock
options.
Year End
The Company has selected December 31st as its year-end.
Year 2000 Disclosure
The Y2K issue had no effect on this Company.
Policy in Regards to Issuance of Common Stock in a Non-Cash Transaction
The Company's accounting policy for issuing shares in a non-cash
transaction is to issue the equivalent amount of stock equal to the
fair market value of the assets or services received.
NOTE #3 - INCOME TAXES
There is no provision for income taxes for the period ended June 30,
2000.
The Company's total deferred tax asset as of December 31, 1999 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 2016 to 2019.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
9
<PAGE>
TRANSAMERICAN HOLDINGS, INC.
(Formerly Health Research, LTD.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2000, December 31, 1999, and December 31, 1998
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.
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 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 $0.001 to 100,000,000
common shares with a par value of $0.001.
On March 15, 2000, the Company issued 350,000 of its $.001 par value
common stock for $3,500 in services.
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 $.050 per share, for a total amount raised of
$95,090.
On April 15, 2000, the Company issued 454,000 of its $.001 par value
common stock for $227,000 in cash.
10
<PAGE>
TRANSAMERICAN HOLDINGS, INC.
(Formerly Health Research, LTD.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2000, December 31, 1999, and December 31, 1998
NOTE #4 - STOCKHOLDERS' EQUITY (CONTINUED)
On May 15, 2000, the Company issued 2,400,000 of its $.001 par value
common stock for $700,000 in cash.
On June 15, 2000, the Company issued 350,000 of its $.001 par value
common stock for $142,500 in cash.
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. However, the Company does not have an
established source of revenues sufficient to cover its operating costs
and to allow it to continue as a going concern. It is the intent of the
Company to seek a merger with an existing, operating company.
NOTE #7 - RELATED PARTY TRANSACTIONS
The Company does not own any real property. The Company leases office
space at 9601 Wilshire Boulevard in Beverly Hills, California. The
officers of the Company provide executive and administrative services
without salary.
11
<PAGE>
Item 2.
TRANSAMERICAN HOLDINGS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
The Company substantially increased its current cash assets from $292,803
as of March 31, 2000, to $1,286,362 as of June 30 2000. This increase of cash
was due to the sale of additional shares of Common Stock by the Company. All
issuance of shares were made in compliance with all applicable securities laws.
Although the Company increased its total expenses to $95,354 for the six
months ended June 30, 2000, the increase in expenses resulted primarily from the
relocation of the Company's offices to its new headquarters at 9601 Wilshire
Boulevard in Beverly Hills, California 90210. The Company believes that the new
headquarters will be adequate for all of the Company's future needs.
Although the Company has not yet finalized the acquisition of an on-going
business, the Company expects to be in the final stages of acquiring a
successful business.
Since the Company presently has no earnings from operations, the Company
will continue to sustain nominal losses until the Company acquires an income
generating business. The Company believes that it has sufficient working capital
to cover its operating costs until an on-going business is acquired.
FORWARD LOOKING INFORMATION
This Quarterly Report on Form 10-Q contains forward-looking statements
within the meaning of that term in the Private Securities Litigation Reform Act
of 1995 (Section 17A of the Securities Act of 1933 an Section 21E of the
Securities Exchange Act of 1934). Additional written or oral forward-looking
statements may be made by the Company from time to time in filings with the
Securities and Exchange Commission or otherwise. Statements contained herein
that are not historical facts are forward-looking statements made pursuant to
the safe harbor provisions referenced above.
Forward-looking statements are inherently subject to risks and
uncertainties, some of which cannot be predicted or quantified based on current
expectations. Consequently, future events and actual results could differ
materially from those set forth in, contemplated by, or underlying the
forward-looking statements contained in this Quarterly Report. Statements in
this Quarterly Report, particularly in the Notes to Financial Statements, and
"Part 1, Item 2, Management's Discussion and Analysis of Financial Condition and
Results of Operations," describe certain factors, among others, that could
contribute to or cause such differences. Other factors that could contribute to
or cause such differences include, but are not limited to, unanticipated
developments in any one or more of the following areas: the receptivity of
consumers to new consumer electronics technologies, the rate and consumer
acceptance of new product introductions, competition, the number and nature of
customers and their product orders, timely replacement of lost customers,
pricing, foreign manufacturing, sourcing and sales (including foreign government
regulation, trade and importation concerns and fluctuation in exchange rates),
borrowing costs, the receptivity in the market place of the Company's
restructuring efforts, changes in taxes due to changes in the mix of U.S. and
non U.S. revenue, pending or threatened litigation, the availability of key
personnel and other risk factors which may be detailed from time to time in the
Company's Securities and Exchange Commission filings.
Readers are cautioned not to place undue reliance on any forward-looking
statements contained herein, which speak only as of the date hereof. The Company
undertakes no obligation to publicly release the result of any revisions to
these forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of unexpected
events.
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
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: August 18, 2000 /s/ Michael Savage
---------------------------------
Michael Savage
President
13
