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 September 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 September 30, 2000
16,059,090 shares of Common Stock, $.001 par value per share.
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TRANSAMERICAN HOLDINGS,INC.
INDEX
Part I. Financial Information..............................................3
Item 1. Financial Statements............................................3
Balance Sheets...........................................3
Statement of Operations..................................4
Statement of Changes in Stockholders' Equity.............5
Statement of Cash Flows..................................6
Notes to Financial Statements............................7
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operation..................................................8
Part II. Other Information.................................................9
Item 2 Changes in the Rights of the Company's Security Holders........9
Signatures...................................................................9
Exhibit 27..................................................................10
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
TRANSAMERICAN HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEET - SEPTEMBER 30, 2000
(UNAUDITED)
Assets
Current asset -
---------------
cash $ 1,191,119
Other Assets:
Loan Receivable 10,000
Deposits 10,000
Furniture and Fixtures 4,000
Office Equipment 4,186
-------------
Total other assets 28,186
-------------
Total Assets $ 1,219,305
=============
Liabilities and Stockholders' Equity
Current liabilities:
Advances payable and accrued expenses $ 14,193
Stockholders' Equity:
Common stock; $.001 par value,
100,000,000 shares authorized,
16,059,090 shares issued and outstanding
as of June 30, 2000 16,059
Additional paid in capital 1,513,657
Deficit accumulated during development stage (324,604)
------------
Total stockholders' equity 1,205,112
-------------
$ 1,219,305
=============
See notes to unaudited financial statements.
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TRANSAMERICAN HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS
<TABLE>
<S> <C> <C> <C> <C> <C>
For the For the For the For the
nine months ended nine months ended three months ended three months ended From inception
September 30, September 30, September 30, September 30, to September 30,
2000 1999 2000 1999 2000
----------------- ---------------- ------------------- ------------------ -----------------
(unaudited) (unaudited) (unaudited) (unaudited)
Revenues $ - $ - $ - $ - $ -
Cost of sales - - - - -
------------ ------------ --------------- --------------- ---------------
Gross profit - - - - -
Operating expenses 319,504 - 135,121 - 324,604
------------ ------------ --------------- --------------- ---------------
Net loss $ (319,504) $ - $ (135,121) $ - $ (324,604)
============ ============ =============== =============== ===============
Net loss per share, basic and diluted $ (0.02) $ - $ (0.01) $ -
============ ============ =============== ===============
Weighted average common equivalent
shares outstanding 14,009,069 3,352,603 16,056,699 3,352,603
============ ============ =============== ===============
</TABLE>
See notes to unaudited financial statements.
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<PAGE>
TRANSAMERICAN HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<S> <C> <C> <C> <C> <C>
Common Stock Additional Accumulated
------------
Shares Amount Paid-in Capital Deficit Total
Balance at December 31, 1998 ------ ------ --------------- ------- -----
(Restated for 400:1 stock split) 2,000,000 $ 2,000 $ 3,000 $ (5,000) $ -
-
Common stock issued
for cash during November 1999 100,000 100 100
Common stock issued for services
rendered during November 1999 9,200,000 9,200 9,200
Net loss for the year ended
December 31, 1999 - - - (100) (100)
----------- -------- ---------- ---------- ----------
Balance at December 31, 1999 11,300,000 11,300 3,000 (5,100) 9,200
Common stock issued
for cash during March 2000 1,095,090 1,095 296,450 297,545
Common stock issued for
services rendered 350,000 350 94,150 94,500
Common stock issued
for cash during April 2000 454,000 454 226,546 227,000
Common stock issued
for cash during May 2000 2,400,000 2,400 697,600 700,000
Common stock issued
for cash during June 2000 350,000 350 142,150 142,500
Common stock issued
for cash during July 2000 110,000 110 53,761 - 53,871
Net loss for the nine months
ended September 30, 2000 (unaudited) - - - (319,504) (319,504)
----------- -------- ---------- ---------- ----------
Balance at September 30, 2000
(unaudited) 16,059,090 $ 16,059 $1,513,657 $ (324,604) $1,205,112
=========== ======== ========== ========== ==========
</TABLE>
See notes to unaudited financial statements.
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<PAGE>
TRANSAMERICAN HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<TABLE>
<S> <C> <C> <C>
For the For the
nine months ended nine months ended From inception to
September 30, 2000 September 30, 1999 September 30, 2000
------------------- ------------------ ------------------
(Unaudited) (Unaudited) (Unaudited)
Net loss $ (319,504) $ - $ (324,604)
Items reconciling net loss to cash
used by operating activities:
Noncash expenses from stock issuances 94,500 - 99,600
Changes in operating assets and liabilities:
Loan receivable (10,000) - (10,000)
Deposits (10,000) - (10,000)
Advances payable and accrued expense 4,193 - 4,193
--------------- -------------- --------------
Net cash used by operating activities (240,811) - (240,811)
--------------- -------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES -
payments to acqure property and equipment (8,186) - (8,186)
--------------- -------------- --------------
Net cash used for investing activities (8,186) - (8,186)
--------------- -------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in loan payable 10,000 - 10,000
Proceeds from sale of common stock, net 1,420,917 - 1,430,117
--------------- -------------- --------------
Net cash provided by(used for)financing activities 1,430,917 - 1,440,117
--------------- -------------- --------------
Net increase (decrease) in cash 1,181,919 - 1,191,119
Cash, beginning of period 9,200 - -
--------------- -------------- --------------
Cash, end of period $ 1,191,119 % - $ 1,191,119
=============== ============== ==============
Supplemental disclosure of non-cash
financing activities:
Noncash compensation from stock issuances $ 94,500 $ - $ 99,600
=============== ============== ==============
</TABLE>
See notes to unaudited financial statements.
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Note 1-Basis of Presentation
The Consolidated condensed interim financial statements include herein
have been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in the financial statements prepared in
accordance with the generally accepted accounting principles have been condensed
or omitted pursuant to such rules and regulations, although the Company believes
that the disclosures are adequate to make the information presented not
misleading.
These statements reflect all adjustments, consisting of normal
recurring adjustments which, in the opinion of management, are necessary for
fair presentation of the information contained therein. It is suggested that
these consolidated condensed financial statements be read in conjunction with
the financial statements and notes thereto included in the Company's annual
report on Form 10-KSB for the year ended December 31, 1999. The Company follows
the same accounting policies in preparation of interim reports.
Results of operations for the interim periods are not indicative of
annual results.
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<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
The Company's current cash assets decreased slightly from $1,286,362 as
of June 30, 2000 to $1,191,119 as of September 30, 2000. The Company received
cash as a result of the sale of additional shares of Common Stock by the
Company. All issuance of shares were made in compliance with all applicable
securities laws.
Total expenses increased to $319,504 for the nine months ended
September 30, 2000. The increase in expenses resulted primarily from
professional fees incurred by the Company in its review of businesses for
acquisition.
Although the Company has not yet finalized the acquisition of an
on-going business, the Company has executed a Heads of Terms Agreement (Letter
of Intent) to acquire 49% of KMK Restaurants, Ltd., a UK company. This
transaction is expected to be completed in the first quarter of 2001. In
addition, the Company is in discussions for the acquisition of other businesses.
Although no agreements have been executed at this time, the Company expects to
have these negotiations concluded by the end of the year.
Presently, the Company has no earnings from operations. The Company
will continue to sustain nominal losses until the Company acquires an income
generating business. The Company 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.
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.
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<PAGE>
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds.
(c) During July 2000, the Company issued 110,000 shares of common stock
at $.50 per share to two "accredited" investors. The investors are personal
friends of the Company's Chief Executive Officer, Mr. Choufani. Each investor
is a sophisticated investor and are capable of evaluating the merits and risks
of the purchase of the shares. Each investor is not a United States citizen and
the shares were not offered to them in the United States. Accordingly, this
issuance was deemed to be exempt from registration pursuant to Section 4(2)
and/or Regulation S of the Securities Act of 1933. The shares are deemed to be
restricted and the stock certificates have been affixed with the appropriate
legend restricting sales and transfers.
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: November 20, 2000 /s/ Michael Savage
---------------------------------
Michael Savage
President
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