SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Fiscal year ended April 30, 1995. Commission file number 0-14978
TRANSAMERICAN PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 84-0751916
(State or other jurisdiction of (IRS Employer
incorporation or organization) identification No.)
St. Andeol Le Chateau, B.P. 69, 69702 Givors, Cedex, France
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code 011 33 78 81 50 22
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock 0.01 Preferred Stock 0.10 par value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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
Issued and
Class of Stock Authorized Outstanding 4/30/95
Common 45,000,000 11,846,985
Preferred 5,000,000 -0-
The aggregate market value of the voting stock held by non - affiliates of
the registrant was between $3,500,000 and 4,500,000 on April 30, 1995.
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Item 1 Business
(a) General
Transamerican Petroleum Corporation ("Registrant") was formed January 2,
1986, by virtue of a Certificate of Amendment from the Secretary of State of
Colorado, changing its name from Oil Filed Service Company, Inc., to
Transamerican Petroleum Corporation. Transamerican was then a wholly owned
subsidiary of PTP Resource Corporation, a Canadian corporation, whose stock is
traded on both the Vancouver Stock Exchange and NASDAQ. Pursuant to a request
filed with the Chief Counsel, Division of Corporate Finance, of the Securities
and Exchange Commission, permission was granted on March 27, 1986, for the stock
of Transamerican Petroleum Corporation to be distributed on a pro rated basis to
all shareholders of PTP Resource Corporation. The stock was issued on April 24,
1986.
The Registrant is authorized to issue 45,000,000 shares of common stock
with a $.01 par value and 5,000,000 shares of preferred stock with a $.10 par
value. Currently there are 11,846,985 shares issued and outstanding of common
stock. There are no preferred shares.
The Registrant has no full time employees. The Registrant's president,
Georges Laroze, has agreed to allocate a portion of his time to the activities
of the Registrant without compensation except reimbursement of expenses.
The Registrant stopped its activity on Comoros Island. Georges Laroze
attempted development of the Reigistrant by seeking a partnership or joint
venture in Russia or the Ukraine. Ultimatly, Mr. Laroze was unable to form a
partnership or joint venture. Since this time, the Registrant has remained
dormant, and ceased all of its activities.
Item 2. Properties
The Registrant has no properties.
Item 3. Legal Proceedings
There is no litigation pending or threatened by or against the Registrant.
Item 4. Submission of Matters to a Vote of Security Holders
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During the past fiscal year, there has been no meeting of security holders,
and no voting on any matters.
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters
(a)Market Information
The Registrant currently has had only limited trading in the over the
counter market and there is no assurance that this trading will expand or even
continue. Further, the Registrant's capital stock may not be able to be traded
in certain states until and unless the registrant is able to qualify, exempt or
register its stock. From April 30, 1986 through April 30, 1995 there were
limited and sporadic quotations which did not necessarily constitute an
established public trading market. Quotations ranged from a high of $1.75 asked
and $1.37 bid to a low of $.05 asked and $.02 bid to no quotation. These market
quotations reflect interdealer prices, without retail markup, mark down, or
commission and may not necessarily represent actual transactions.
(b) Approximate Number of Holders of Common Stock
The number of holders of record of the Registrant's stock at April 30, 1995
was approximately 600.
(c) Dividends
There have been no dividends disbursed during the period of April 30, 1994
through April 30, 1995. The Registrant has no plans to pay dividends to its
security holders.
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Item 6. Selected Financial Data
1995 1994 1993
Operating revenues 6,243 44,742 -----
Income (loss) from continuing
operations (19,184) (77,695) (176,556)
Income (loss) per common share - (.01) (.02)
Total Assets 749 39,004 147,020
Long term Obligations ---- ----- -----
Redeemable preferred stock ---- ----- -----
Cash dividend per share ---- ----- -----
Stockholder's equity (deficit) (58,997) (49,007) 28,871
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation
In the period from May 1, 1994 through April 30, 1995, the Registrant had
no active business and therefore no meaningful trends or analysis may be
projected.
Item 8. Financial Statements and Supplementary Date
Attached are financial statements for the Registrant for the fiscal year
1995 with comparative data for fiscal years end 1994 and 1993.
Item 9. Changes in and Disagreements on Accounting and
Financial Disclosure
The Registrant has not had any changes in, or disagreements with its
accountants or finacial disclosure.
Item 10. Directors and Executive Officers of the Registrant
The directors and officers of the registrant are as follows:
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Served in
Position Held with offices
Name Age Registrant since
Georges Laroze 50 President-Director July, 1992
Sylvain Laroze 28 Secretary-Director July, 1992
Valerie Puccia 40 Treasurer-Director April, 1994
All directors of the Registrant hold office until the next annual meeting
of the Registrant' stockholders and until their successor have been elected and
have been qualified.
Item 11. Executive Compensation
There have been no cash compensations to any director or executive
director. The following table describes cash compensation indirectly from the
Registrant in excess of $100,000; and compensation paid to all officers as a
group.
Name of Individual Capacities in
or number in group which Served Cash Compensation
Item 12. Security Ownership of Certain Beneficial Owners and
Management
a. The following table indicates information about persons known to the
Registrant to be beneficial owners of more than five percent of the Registrant's
stock as of April 30, 1995.
Name and Amount and
Address of Nature of
Title of Beneficial Beneficial Percent
Class Owner Ownership of Class
Georges
Common Laroze 3,100,000 26%
The following table indicates beneficial ownership of Registrant's common
stock by all directors, and by all directors and officers as of April 30, 1995.
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Name and Amount and
Address of Nature of
Title of Beneficial Beneficial Percent
Class Owner Ownership of Class
Common Georges 3,100,000 26.0%
Laroze
Common Valerie 200,000 1.6%
Puccia
Item 13. Certain Relationships and Related Transactions
During the last fiscal year, there have been no transactions with any
single party for an amount greater than $60,000.
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
Consolidated Finacial Statements Years Ended April 30, 1993, 1994 and 1995
Independent Auditors' Report
Consolidated Balance Sheets- April 30, 1995 and 1994
Consolidated Statements of Operations-
Years Ended April 30, 1995, 1994 and 1993
Consolidated Statements of Deficiency in Stockholders' Equity
Years Ended April 30, 1995, 1994 and 1993
Consolidated Statements of Cash Flows
Years Ended April 30, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
TRANSAMERICAN PETROLEUM CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED APRIL 30, 1995, 1994 AND 1993
<PAGE>
TABLE OF CONTENTS
Page
FINANCIAL STATEMENTS:
Independent Auditors' Reports F-1-2
Consolidated Balance Sheets - April 30, 1995 and 1994 F-3
Consolidated Statements of Operaitons -
Years Ended April 30, 1995, 1994 and 1993 F-4
Consolidated Statements of Deficiency in Stockholders' Equity
Years Ended April 30, 1995, 1994 and 1993 F-5
Consolidated Statements of Cash Flows -
Years Ended April 30, 1995, 1994 and 1993 F-6
Notes to Consolidated Financial Statements F-7-8
<PAGE>
EDWARD ISAACS & COMPANY LLT
CPA's and Financial Consultants
- --------------------------------------------------------------------------------
380 Madison Avenue, New York, NY 10017
Tel. (212) 297-4800, Fax. (212) 272-9088
Member TGI International
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Transamerican Petroleum Corporation
We have audited the accompany consolidated balance sheet of Transamerican
Petroleum Corporation and subsidiaries as of April 30, 1995, and the related
consolidated Statements of operations, deficiency in stockholders' equity and
cash flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Transamerican
Petroleum Corporation and subsidiaries as of April 30, 1995, and the results of
their operations and cash flows for the year then ended in conformity with
generally accepted accounting principles.
As shown in the accompanying consolidated statements of operations, the Company
has consistently incurred substantial losses and, at April 30, 1995, the Company
has a deficiency in stockholders' equity of $58,997. These factors, as discussed
in Note 1, raise substantial doubt about the Company's ability to continue as a
going concern. The financial statements do not include any adjustments relating
to the recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.
/s/ Edward Isaacs & Company LLT
February 10, 1996
F-1
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JANOVER RUBINROIT
-----------------
Certified Public Accountants
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Transamerican Petroleum Corporation
We have audited the accompanying consolidated balance sheet of Transamerican
Petroleum Corporation and subsidiaries as of April 30, 1994, and the statements
of consolidated operations, deficiency in stockholders' equity and cash folows
for the years ended April 30, 1994 and 1993. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Transamerican
Petroleum Corporation and subsidiaries as of April 30, 1994, and the
consolidated results of their operations and cash flows for the years ended
April 30, 1994 and 1993, in conformity with generally accepted accounting
principles.
As shown in the financial statements, the Company incurred a net loss of
$111,695 and $176,556 for 1994 and 1993 and has incurred substantial net losses
for each of the past five years. At April 30, 1994, total liabilities exceeded
total assets by $49,007. These factors, as discussed in Note 1, raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.
/s/ Janover Rubinroit & Co.
August 3, 1994, except for Note 4
which is as of September 15, 1994
F-2
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TRANSAMERICAN PETROLEUM CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
APRIL 30, 1995 AND 1994
ASSETS 1995 1994
CURRENT ASSETS:
Cash $ 749 $ 5,529
Accounts receivable - trade - 7,064
Inventories - 25,374
Other current assets - 1,037
TOTAL CURRENT ASSETS $ 749 $ 39,004
LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable - trade $ 19,524 $ 30,759
Accrued expenses - Comoros closing - 34,000
Loan from officer 40,222 23,252
TOTAL CURRENT LIABILITIES 59,746 88,011
DEFICIENCY IN STOCKHOLDERS' EQUITY
Preferred stock, 5,000,000 shares authorized;
none issued and outstanding
Common stock, par value $.01 per share, 45,000,000
shares authorized; 11,846,985 issued and
outstanding 118,470 118,470
Additional paid-in capital 1,179,301 1,179,301
Accumulated deficit (1,356,768) (1,346,778)
TOTAL DEFICIENCY IN STOCKHOLDERS' EQUITY (58,997) (49,007)
$ 749 $ 39,004
See Independent Auditor's Report and notes to financial statements.
F-3
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TRANSAMERICAN PETROLEUM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED APRIL 30, 1995, 1994 AND 1993
1995 1994 1993
REVENUES:
Sales $ 44,002
Other $ 6,243 740
6,243 44,742
COSTS AND EXPENSES:
Cost of sales - 28,230
Professional fees 17,724 46,898 $ 117,280
Travel 6,536 19,123 41,849
Other 1,197 30,251 17,427
Minority interest - (2,065) -
24,427 122,437 176,556
LOSS BEFORE OTHER ITEM (19,184) (77,695) (176,556)
GAIN (LOSS) ON DISPOSAL OF
COMOROS OPERATION 9,194 (34,000) -
NET LOSS $ (9,990) $ (111,695) $ (176,556)
NET LOSS PER SHARE $ - $ (.01) $ (.02)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 11,846,985 11,828,574 8,920,958
See Independent Auditors' Report and notes to financial statements.
F-4
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TRANSAMERICAN PETROLEUM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF DEFICIENCY IN STOCKHOLDERS' EQUITY
YEARS ENDED APRIL 30, 1995, 1994 AND 1993
Additional
Common Shares Paid-In Accumulated
Number Amount Capital Deficit Total
BALANCES -
April 30, 1992 $ 6,426,985 $ 64,270 $ 986,984 $(1,058,527) $ (7,273)
Issuance of common
shares 5,350,000 53,500 159,200 - 212,700
Net loss -
April 30, 1993 - - - (176,556) (176,556)
BALANCES -
April 30, 1993 11,776,985 117,770 1,146,184 (1,235,083) 28,871
Issuance of common
shares 70,000 700 33,117 - 33,817
Net loss -
April 30, 1994 - - - (111,695) (111,695)
BALANCES -
April 30, 1994 11,846,985 118,470 1,179,301 (1,346,778) (49,007)
Net loss -
April 30, 1995 - - - (9,990) (9,990)
BALANCES -
April 30, 1995 $11,846,985 $118,470 $1,179,301 $(1,356,768) $ (58,997)
See Independent Auditors' Report and notes to financial statements.
F-5
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TRANSAMERICAN PETROLEUM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED APRIL 30, 1995, 1994 AND 1993
1995 1994 1993
OPERATING ACTIVITIES:
Net loss $ (9,990) $(111,695) $(176,556)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Minority interest in loss - (2,065) -
(Increase) decrease in cash attributable
to changes in assets and liabilities:
Accounts receivable 7,064 (7,064) -
Inventories 25,374 (25,374) -
Other 1,037 (1,037) -
Accounts payable (11,235) (63,289) 86,775
Accrued expenses (34,000) 34,000 -
NET CASH USED IN OPERATING ACTIVITIES (21,750) (176,524) (89,781)
FINANCING ACTIVITIES:
Increase (decrease) in loans from officer 16,970 (849) 24,101
Proceeds from issuance of common stock - 33,817 212,700
Minority investments in subsidiaries - 2,065 -
NET CASH PROVIDED BY FINANCING ACTIVITIES 16,970 35,033 236,801
NET (DECREASE) INCREASE IN CASH (4,780) (141,491) 147,020
CASH at beginning 5,529 147,020 -
CASH at end $ 749 $ 5,529 $ 147,020
See Independent Auditors' Report and notes to financial statements.
F-6
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TRANSAMERICAN PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED APRIL 30, 1995, 1994 AND 1993
1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Operations:
The operations of Transamerican Petroleum Corporation (Company) prior to 1995
had been the pursuit of business opportunities, principally in the Federal
Islamic Republic of the Comoros, an island off the southeast coast of Africa
(see Note 4).
The Company was incorporated in Colorado on July 20, 1981 as Oil Field Service
Company Inc. and, in 1986, the name of the Company was changed to Transamerican
Petroleum Corporation.
Pursuant to two Stock Purchase Agreement and Investment Letters dated July 15,
1992, the principal stockholder of the Company agreed to the sale of 3,325,846
shares of common stock (representing 51.9% of the then issued and outstanding
stock) to two citizens of France. Upon the sale of the shares, a new Board of
Directors was elected and new officers were appointed, effectuating a change in
control of the Company. Under the new management, the Company's administrative
offices are located in Givors, France.
Principles of Consolidation:
During fiscal year 1994, the Company acquired a 70% interest in a newly
established Comoros company, which owned 60% of another newly established
Comoros company engaged in selling consumer goods. The Company also directly
owns 10% of that Company. These companies are included in the consolidated
financial statements for the year ended April 30, 1994. All significant
intercompany items have been eliminated in consolidation.
Liquidity:
The accompanying consolidated statements of operations show that the Company has
incurred substantial losses and has a deficiency in stockholders' equity as of
April 30, 1995 and, in 1995, terminated its sole business operations in the
Federal Islamic Republic of the Comoros. The ability of the Company to continue
as a going concern is dependent upon resuming operations in the future and
obtaining necessary financing.
Cash:
For purposes of the statement of cash flow, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to be
cash equivalents.
Inventories:
Inventories are stated at the lower of cost (first-in, first-out) or market.
F-7
<PAGE>
TRANSAMERICAN PETROLEUM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED APRIL 30, 1995, 1994 AND 1993
1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Income Taxes:
For the fiscal years ended April 30, 1993, the Company adopted Statement of
Financial Accounting Standards No. 109 (SFAS 109). SFAS 109 requires the
recognition of deferred tax assets and liabilities and adjustments to deferred
tax balances for changes in tax law and rates. In addition, future tax benefits
such as net operating loss carryforwards are recognized to the extent
recognition of such benefits is more likely than not.
2. ISSUANCE OF COMMON STOCK
During the years ended April 30, 1995 and 1994, the Company issued 5,350,000 and
70,000 shares, respectively, of common stock, all to non-citizens and
non-residents of the United States, in transactions as follows:
Shares Price
Date Issued Consideration Per Share
July 15, 1992 450,000 $ 4,500 $ .01
September 1, 1992 2,900,000 29,000 .01
March 22, 1993 2,000,000 179,200 .0896
August 4, 1993 70,000 33,817 .48
In addition, by bill of sale dated March 24, 1993, the Company intended to
acquire certain land located in Comoros in exchange for the issuance of 700,000
shares of common stock. Upon discovery of flaws in the title of the transferor,
the purchase was rescinded. The shares issued in connection therewith were
cancelled, and are not considered as issued and outstanding in the accompanying
financial statements.
3. RELATED PARTY TRANSACTIONS
General and administrative expenses for the year ended April 30, 1993 include
$60,181 for services performed by a company controlled by an officer and major
stockholder of the Company.
At April 30, 1995, the Company has approximately $323,000 of net operating loss
carryforwards expiring in 2010, which would have resulted in a deferred tax
asset of approximately $98,000 as of April 30, 1995. The Company has not
recognized the deferred tax asset applicable to the carryforward as the balance
would be offset by a valuation allowance.
4. TERMINATION OF OPERATIONS IN COMOROS
On September 15, 1994, the Company ceased operations in the Comoros. In
connection therewith, the Company accrued in the accompanying 1994 financial
statements $34,000 for expenses and losses expected to be incurred in realizing
assets and winding up operations.
F-8
Articles of Incorporation and By-Laws
The Articles of Incorporation and Articles of Amendment to Articles of
Incorporation and By-Laws of the Registrant were filed as Exhibits to the
Registrant's Form 10 Registration Statement under the Securities and Exchange
Act of 1934, filed August 10, 1986 with the Securities and Exchange Commission.
6
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
TRANSAMERICAN PETROLEUM CORPORATION
(Registrant)
Date:May 28, 1996
By:/s/ Georges Laroze
Georges Laroze
President
By:/s/ Valerie Puccia
Valerie Puccia
Comptroller
7
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> APR-30-1995
<PERIOD-START> MAY-01-1994
<PERIOD-END> APR-30-1995
<CASH> 749
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 749
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 749
<CURRENT-LIABILITIES> 59,746
<BONDS> 0
0
0
<COMMON> 118,470
<OTHER-SE> (177,467)
<TOTAL-LIABILITY-AND-EQUITY> 749
<SALES> 0
<TOTAL-REVENUES> 6,243
<CGS> 0
<TOTAL-COSTS> (25,427)
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (19,184)
<INCOME-TAX> 0
<INCOME-CONTINUING> (19,184)
<DISCONTINUED> 9,194
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,990)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
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