U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 1996
--------------------------
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 0-14978
--------
TRANSAMERICAN PETROLEUM CORPORATION
-----------------------------------
(Exact name of registrant as specified in its charter)
COLORADO 84-0751916
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
255 East Drive, Suite C, Melbourne, Florida 32904
-------------------------------------------------
(Address of principal executive offices) (Zip Code)
(321) 308-2900
--------------
(Registrant's telephone number, including area code)
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 report(s), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [ ] No [X]
Indicate number or shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:
As of October 1, 1999, 33,852,730 shares of the Registrant's Common Stock were
issued and outstanding.
<PAGE>
TRANSAMERICAN PETROLEUM CORPORATION
Form 10-Q
TABLE OF CONTENTS
Heading Page
PART I. FINANCIAL STATEMENTS
Item 1. Consolidated Financial Statements
Balance Sheets - October 31, 1996 and April 30, 1996................3
Statements of Operations Three and six months ended
October 31, 1996 and 1995.........................................4
Statements of Stockholders Equity- Six months ended
October 31, 1996..................................................5
Statements of Cash Flows - Three and six months ended
October 31, 1996 and 1995.........................................6
Notes to Consolidated Financial Statements..........................7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations..........................7-8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings..................................................8
Item 2. Changes in Securities..............................................8
Item 3. Defaults Upon Senior Securities....................................8
Item 4. Submission of Matters to a Vote of Securities Holders..............8
Item 5. Other Information..................................................8
Item 6. Exhibits and Reports on Form 8-K...................................8
SIGNATURES....................................................................9
2
<PAGE>
PART I
Item 1. Financial Statements.
<TABLE>
<CAPTION>
Transamerican Petroleum Corporation and Subsidiaries
Consolidated Balance Sheets
October 31, 1996 April 30, 1996
---------------- --------------
(Unaudited)
Assets
<S> <C> <C>
Cash ............................................................... $ -- $ --
----------------- ---------------
Total current assets............................................ $ -- $ --
================= ===============
Liabilities and Stockholders' Equity
Liabilities:
Accounts payable....................................................... $ 341 $ 341
----------------- ---------------
Total current liabilities........................................ 341 341
----------------- ---------------
Commitments................................................................ -- --
Stockholders' equity:
Preferred stock ...................................................... -- --
Common stock............................................................... 118,470 118,470
Additional paid in capital ................................................. 1,252,120 1,252,120
Accumulated deficit ........................................................ (1,370,931) (1,370,931)
----------------- ---------------
Total stockholders' equity .................................................... (341) (341)
----------------- ---------------
........................................................................... $ -- $ --
================ ==============
</TABLE>
See accompanying notes to consolidated financial statements
3
<PAGE>
<TABLE>
<CAPTION>
Transamerican Petroleum Corporation and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
Three Months Ended October 31, Six Months Ended October 31,
------------------------------ ----------------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues....................................... $ -- $ -- $ 10,000 $ 10,000
Costs of revenues............................... -- -- -- --
--------------- ------------- ------------- -----------
Gross profit ................................... -- -- 10,000 10,000
Selling, general and administrative expenses ... -- -- 10,000 10,000
--------------- ------------- ------------- -----------
Loss before other income...................... -- -- -- --
Other income, disposal of Comoros................... -- -- -- --
--------------- ------------- ------------- -----------
Net income (loss)............................. $ -- $ -- $ -- $ --
=============== ============= ============= ===========
Loss per share................................ $ -- $ -- $ -- $ --
=============== ============= ============= ===========
Weighted average number of common
shares outstanding............................. 11,846,985 11,846,985 11,846,985 11,846,985
=============== ============= ============= ===========
</TABLE>
See accompanying notes to consolidated financial statements
4
<PAGE>
<TABLE>
<CAPTION>
Transamerican Petroleum Corporation and Subsidiaries
Consolidated Statements of Stockholders' Equity
Common Stock
Number Additional
of Par Paid-In Accumulated
Shares Value Capital Deficit Total
------ ----- ------- ------- -----
<S> <C> <C> <C> <C> <C>
BALANCE, April 30, 1996 11,846,985 $ 118,470 $ 1,252,120 $ (1,370,931) $ (341)
Unaudited:
Net loss -- -- -- -- --
---------- --------- ----------- ------------ --------
BALANCE, October 31, 1996 (unaudited) 11,846,985 $ 118,470 $ 1,250,120 $ (1,370,931) $ (341)
========== ======== ========== =========== =========
</TABLE>
See accompanying notes to consolidated financial statements
5
<PAGE>
<TABLE>
<CAPTION>
Transamerican Petroleum Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended October 31,
1996 1995
-------------- ------------
Cash flows from operating activities:
<S> <C> <C>
Net income/(loss)......................................................... $ -- $ --
Net cash used by operating activities....................................... -- --
-------------- ------------
Net decrease in cash and cash equivalents................................... -- --
Cash at beginning of period................................................. -- 749
-------------- ------------
Cash at end of period....................................................... $ -- $ 749
============== ============
</TABLE>
See accompanying notes to consolidated financial statements
6
<PAGE>
Transamerican Petroleum Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
Note 1 - Basis of Presentation
The accompanying unaudited consolidated financial statements of
Transamerican Petroleum Corporation (the "Company") have been prepared
in accordance with generally accepted accounting principles for interim
financial information. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for a complete financial statement presentation. In the
opinion of management, such unaudited interim information reflect all
adjustments, consisting only of normal recurring adjustments, necessary
to present the Company's financial position and results of operations
for the periods presented. The results of operations for interim
periods are not necessarily indicative of the results to be expected
for a full fiscal year. The consolidated balance sheet as of April 30,
1996 was derived from the audited consolidated financial statements as
of that date but does not include all the information and notes
required by generally accepted accounting principles. These
consolidated financial statements should be read in conjunction with
the company's audited consolidated financial statements included in the
Company's Annual Report on Form 10-K for the year ended April 30, 1996.
Note 2 - Termination of operations in Comoros
On September 15, 1994, the Company ceased operations in the Comoros and
entered a period of no operating activities.
Note 3 - Earnings or loss per share
Earnings or loss per share is computed based on the weighted average
number of common shares outstanding. The number of shares used in
computing the loss per common share at October 31, 1996 and 1995 was
11,846,985.
Item No. 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The following discussion and analysis of the Company's consolidated
financial position and consolidated results of operations should be read in
conjunction with the Company's condensed consolidated financial statements and
related notes thereto included in Item 1.
Forward-Looking Statements
This report contains forward-looking statements. 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. Such forward
looking statements are within the meaning of the term in Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Such statements may include, but not be limited to,
projections of revenues, income, or loss, estimates of capital expenditures,
plans for future operations, products or services, and financing needs or plans,
as well as assumptions relating to the foregoing. The words "believe," "expect,"
"anticipate," "estimate," "project," and similar expressions identify forward
looking statements, which speak only as of the date the statement was made.
Forward-looking statements are inherently subject to risks and uncertainties,
some of which cannot be predicted or quantified. Future events and actual
results could differ materially from that set forth in, contemplated by, or
underlying the forward-looking statements. The Company undertakes no obligation
to publicly update or revise any forward looking statements, whether as a result
of new information, future events, or otherwise. The following disclosures, as
well as other statements in this Report on Form 10-Q, and in the notes to the
Company's condensed consolidated financial statements, describe factors, among
others, that could contribute to or cause such differences, or that could affect
the Company's stock price.
Overview
Since 1995, the Company was inactive but structured to take advantage
of business opportunities which management believed would be in the best
interest of the Company's shareholders.
Results Of Operations
In the period May 1, 1994 through October 31, 1996, the Company had no
active business and therefore no meaningful trends or analysis may be projected.
7
<PAGE>
Liquidity and Capital Resources
The Company has incurred substantial losses and has a deficiency in
stockholders' equity as of October 31, 1996 and, in 1995, terminated its sole
business operations in Comoros. Since the Company has no current source of
liquidity, the Company is unable to predict how long it may be able to survive
without a significant infusion of capital from outside sources and it is further
unable to predict whether such capital infusion, if available, will be on terms
and conditions favorable to the Company.
In order to generate future operating activities, the Company intends
to implement its plan to expand its business and search for, investigate and
attempt to secure and develop business opportunities through acquisitions,
mergers or other business combinations and strategic alliances. There can be no
assurance that the Company will be successful in its plan to expand its customer
base or locate businesses in the same or similar industry for acquisition.
Although the Company engages in these discussions from time to time, it is not
at present party to any agreement or contract.
Year 2000
The Company is aware of the issues associated with the programming code
in existing computer systems as a result of the calendar year 2000. The Year
2000 issue relates to whether computer systems will properly recognize and
process information relating to dates in and after the year 2000. These systems
could fail or produce erroneous results if they cannot adequately process dates
beyond the year 1999 and are not corrected. The Company does not believe that
any additional cost for the Year 2000 issue will be necessary. The Company also
believes the effect of the Year 2000 issue on entities with which the Company
transacts business will not have a material adverse effect on the Company's
business, financial condition or results of operations.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit Filed Herewith Or
No. Exhibit Description Incorporated By Reference To:
--- ------------------- -----------------------------
11.1 Statement re Computation of *
Earnings Per Share.
27.1 Financial Data Schedule. Filed herewith.
* Information regarding the computation of earnings per share is set forth in
the Notes to Consolidated Financial Statements.
(b) Report on Form 8-K
None
8
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized on February 1, 2000.
TRANSAMERICAN PETROLEUM CORPORATION
By: /s/ Thomas E. Biddix
-------------------------------------
Thomas E. Biddix
President and Chief Executive Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Signatures Title Date
---------- ----- ----
/s/ Thomas E. Biddix President and Chief February 1, 2000
- -------------------- Executive Officer
Thomas E. Biddix
/s/ Timothy F. McWilliams Chief Accounting Officer February 1, 2000
- -------------------------
Timothy F. McWilliams
9
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> MAY-01-1996
<PERIOD-END> OCT-31-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 341
<BONDS> 0
0
0
<COMMON> 118,470
<OTHER-SE> (118,811)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
