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. 1 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 2 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. 3 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: 4 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. 5 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 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 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 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 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 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 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 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 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 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 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