U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 1997
Commission file number 0-14978
TRANSAMERICAN PETROLEUM CORP.
-----------------------------
(Name of Registrant in its Charter)
Colorado 84-0751916
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
255 East Drive, Suite C, Melbourne, Florida 32904
------------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
(321) 308-2900
--------------
(Issuer's Telephone Number)
Securities registered under Section 12(b) of the Act:
None.
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 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]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-X contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
State issuer's revenues for its most recent fiscal year: 0.
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days. $317,900
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 33,846,426 as of October 1, 1999.
This report contains a total of 8 pages.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Other than historical and factual statements, the matters and items
discussed in this Annual Report on Form 10-K are forward-looking statements that
involve risks and uncertainties. Actual results of the Company may differ
materially from the results discussed in the forward-looking statements. Certain
factors that could contribute to such differences are discussed with the
forward-looking statements throughout this report.
This report on Form 10-K for the fiscal year ended April 30, 1997, is
being filed on February 1, 2000. The Company is filing this report along with
others in an effort to bring its Securities and Exchange Act of 1934 filings
current. In preparing this report, the Company has relied on the corporate
documentation received from the Company's prior management which, in many
instances, was incomplete.
General
Corporate Background
Transamerican Petroleum Corporation (the "Company") was formed January
2, 1986, by virtue of a Certificate of Amendment from the Secretary of State of
Colorado, changing its name from Oil Field Service Company, Inc., to
Transamerican Petroleum Corporation. The Company 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 the Company to be distributed on a pro rata basis to all shareholders of PTP
Resource Corporation. The stock was issued on April 24, 1986.
The Company is authorized to issue 45,000,000 shares of common stock,
par value $.01 per share. As of April 30, 1998, there were 11,846,985 shares of
common stock issued and outstanding. There were no preferred shares issued or
outstanding.
The Company had no full time employees during the reporting period. The
Company's President, Georges Laroze, agreed to allocate a portion of his time to
the activities of the Company without compensation except reimbursement of
expenses. During the reporting period, the Company remained dormant and ceased
all of its activities.
The Company's address and telephone number are: 255 East Drive, Suite
C, Melbourne, Florida 32904, (321) 308-2900.
Strategy
The Company intended to provide a vehicle to take advantage of business
opportunities which management believed were in the best interest of the
Company's shareholders.
Trademarks
None
ITEM 2. DESCRIPTION OF PROPERTY
The Company had no properties during the reporting period.
2
ITEM 3. LEGAL PROCEEDINGS
The Company was not a party to any material litigation during the
reporting period. Additionally, the Company is not a party to any material
litigation as of the date of this report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None. During the reporting period, there was no meeting of security
holders, and no voting on any matters.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
During the reporting period, the Company's common stock was traded on
the OTC Bulletin Board under the symbol "TAMP." In December 1998, the Company
changed its trading symbol to "TDCM." The Company has only limited trading in
the over the counter market and there is no assurance that this trading will
expand or continue. From April 30, 1985 through April 30, 1997, there was
limited and sporadic quotations which did not necessarily constitute an
established public trading market. During the reporting period, Quotations of
the Company's common stock ranged from a high bid of $.20 to a low of $.02.
The following table sets forth the high and low bid quotations for the
common stock for the calendar periods indicated as reported by Nasdaq. These
quotations reflect prices between dealers, do not include retail mark-ups,
markdowns, and commissions and may not necessarily represent actual
transactions.
Calendar Period High Low
- --------------- ---- ---
Second Quarter ended 6/30/95 $.20 $.05
Third Quarter ended 9/30/95 $.1875 $.0625
Fourth Quarter ended 12/31/95 $.15 $.09
First Quarter ended 3/31/96 $..18 $.08
Second Quarter ended 6/30/96 $.15 $.02
Third Quarter ended 9/30/96 $.02 $.02
Fourth Quarter ended 12/31/96 $.02 $.02
First Quarter ended 3/31/97 $.02 $.02
As of April 30, 1997 there were approximately 600 holders of record of
the 11,846,985 shares of common stock that were issued and outstanding. The
transfer agent for the common stock is currently Interstate Transfer Company,
(801) 281-9746.
The Company has never paid cash dividends on its common stock, and
presently intends to retain future earnings, if any, to finance the expansion of
its business and does not anticipate that any cash dividends will be paid in the
foreseeable future. The future dividend policy will depend on the Company's
earnings, capital requirements, expansion plans, financial condition and other
relevant factors.
The Securities and Exchange Commission has adopted regulations which
generally define a "penny stock" to be any equity security that has a market
price (as defined) of less than $5.00 per share, subject to certain exceptions.
The Company's common stock may be deemed to be a "penny stock" and thus will
become subject to rules that impose additional sales practice requirements on
3
broker/dealers who sell such securities to persons other than established
customers and accredited investors, unless the common stock is listed on The
Nasdaq SmallCap Market. Consequently, the "penny stock" rules may restrict the
ability of broker/dealers to sell the Company's securities, and may adversely
affect the ability of holders of the Company's common stock to resell their
shares in the secondary market.
Recent Sales of Unregistered Securities
None
ITEM 6. SELECTED FINANCIAL DATA
The following selected consolidated financial data should be read in
conjunction with the Company's Consolidated Financial Statements and Notes
thereto and with "Management's Discussion and Analysis of Financial Condition
and Results of Operations," each of which is included elsewhere in this Form
10-K. The consolidated statements of operations data for the fiscal year ended
April 30, 1997, and the balance sheet data at April 30, 1997, are derived from
audited financial statements included elsewhere in this Form 10-K. The
information contained in this report for prior reporting periods was obtained
from the Company's previous filed Securities Exchange Act of 1934 reports.
Fiscal Year Ended April 30,
-----------------------------------------------------------------
1997 1996 1995 1994 1993
- ---------------------------------------------------- ------------- ------------ ------------- ------------- ----------
Net Sales --- $10,000 $6,243 $44,742 0
- ---------------------------------------------------- ------------- ------------ ------------- ------------- ----------
Net income (loss) from continuing operation $341 ($14,163) ($19,184) ($77,695) ($176,556)
- ---------------------------------------------------- ------------- ------------ ------------- ------------- ----------
Income (loss) from continuing operations per share --- --- --- (.01) (.02)
- ---------------------------------------------------- ------------- ------------ ------------- ------------- ----------
Total assets 0 0 $749 $39,004 $147,020
- ---------------------------------------------------- ------------- ------------ ------------- ------------- ----------
Long term obligations and re-deemable preferred
stock including long-term debts, capital leases,
and redeemable performed stock
- ---------------------------------------------------- ------------- ------------ ------------- ------------- ----------
Cash dividends declared per common share --- -- -- --
- ---------------------------------------------------- ------------- ------------ ------------- ------------- ----------
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
OPERATION
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for certain forward-looking statements. The forward-looking statements
contained in this Report are subject to certain risks and uncertainties. Actual
results could differ materially from current expectations. Among the factors
that could affect the Company's actual results and could cause results to differ
from those contained in the forward-looking statements contained herein is the
Company's ability to implement its business strategy successfully, which will
depend on business, financial, and other factors beyond the Company's control.
There can be no assurance that the Company will continue to be successful in
4
implementing its business strategy. Other factors could also cause actual
results to vary materially from the future results covered in such
forward-looking statements. Words used in this Report such as "expects,"
"believes," "estimates" and "anticipates" and variations of such words and
similar expressions are intended to identify such forward-looking statements.
During the period May 1, 1996 through April 30, 1997, the Company had
no active business and, therefore, no meaningful trends or analysis may be
reported. This Section should be read in conjunction with the Financial
Statements of the Company and the notes thereto included elsewhere in this
report. The Company's ability to provide a vehicle to take advantage of business
opportunities is dependent on its ability to raise capital to acquire and
support any such business opportunities. Because the Company has no current
source of liquidity, the Company is unable to predict whether such capital
infusion, if available, will be on terms and conditions favorable to the
Company. There can be no assurance that the Company will be successful in its
plan to locate businesses which will be willing to enter into a business
relationship with the Company.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
None.
ITEM 8. FINANCIAL STATEMENTS
The financial statements required by this report are appended hereto
commencing on page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
None
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following table sets forth the names, positions with the Company
and ages of the executive officers and directors of the Company. Officers are
elected by the Board and their terms of office are at the discretion of the
Board.
Name Age Positions Held
- ---- --- --------------
Georges Laroze 52 Director, President
Sylvain Laroze 30 Director, Secretary
Valerie Puccia 42 Director, Treasurer
All directors hold office until the next annual meeting of the Company's
stockholders and until their successor has been elected and qualified.
ITEM 11. EXECUTIVE COMPENSATION
Cash Compensation
There was no cash compensation paid to any executive officer during the
reporting period.
Option Grants in Last Fiscal Year
5
There were no options granted to Executive Officers during the
reporting period.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
Company's common stock, par value $.01 beneficially owned as of April 30, 1997
for (i) each stockholder known by the Company to be the beneficial owner of five
(5%) percent or more of the Company's outstanding common stock, (ii) each of the
Company's directors, (iii) each named executive officer, and (iv) all executive
officers and directors as a group. At April 30, 1997 there were 11,846,985
shares of common stock outstanding.
Name and Address of Amount and Nature of Percent
Beneficial Owner(1) Beneficial Ownership(2) of Class
- -------------------- ----------------------- --------
Georges Laroze 3,900,000 26%
Sylvain Laroze 85,000 <1%
Valerie Puccia 200,000 1.7%
All directors and officers
as a group (3 persons) 34.7%
- ----------------------
(1) Unless otherwise indicated, the address of each of the persons named in
the table is the Company's executive offices, 255 East Drive, Suite C.
Melbourne, Florida 33326. Unless otherwise noted, the Company believes
that each of the persons named in the table have sole voting and
dispositive power with respect to all the shares of common stock of the
Company beneficially owned by such person. The Company has compiled the
information contained herein form the Company's prior reports and the
Company's corporate records.
(2) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days upon the exercise of warrants or
options or the conversion of convertible securities. Each beneficial
owner's percentage ownership is determined by assuming that warrants or
options that are held by such person (but not those held by any other
person) and that are exercisable within 60 days have been exercised.
6
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K
(a) Index to Exhibits
7
SIGNATURES
In accordance with Section 13 or 15 (d) of the Securities Exchange Act
of 1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TRANSAMERICAN PETROLEUM CORP.
(Registrant)
Date: February 1, 2000 By: /s/ Thomas E. Biddix
-------------------------------
Thomas E. Biddix
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
date indicated.
Date: February 1, 2000
By: /s/ Thomas E. Biddix
----------------------------------
Thomas E. Biddix, Director
By: /s/ Timothy F. McWilliams
----------------------------------
Timothy F. McWilliams, Director
8
TRANSAMERICAN PETROLEUM CORPORATION
FINANCIAL STATEMENTS
WITH INDEPENDENT AUDITOR'S REPORT
April 30, 1997
F-1
CONTENTS
Page
INDEPENDENT AUDITOR'S REPORT F-3
BALANCE SHEET F-4
STATEMENT OF OPERATIONS F-5
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY F-6
STATEMENT OF CASH FLOWS F-7
NOTES TO FINANCIAL STATEMENTS F-8
F-2
INDEPENDENT AUDITOR'S REPORT
Transamerican Petroleum Corporation
Melbourne, Florida
We have audited the accompanying balance sheet of Transamerican Petroleum
Corporation as of April 30, 1997, and the related statements of operations,
changes 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 provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of April 30,
1997, and the results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.
/s/ Bestal & Wiler LLP
Certified Public Accountants
November 12, 1999
F-3
TRANSAMERICAN PETROLEUM CORPORATION
BALANCE SHEET
April 30, 1997
ASSETS
ASSETS $ -
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
COMMITMENTS AND CONTINGENCIES (Notes 3 and 5)
STOCKHOLDERS' EQUITY:
Preferred stock - $.10 par value; 5,000,000 $ -
shares authorized; none issued
Common stock - $.01 par value; 45,000,000 shares
authorized; 11,846,985 issued and outstanding 118,470
Additional paid-in capital 1,252,120
Accumulated deficit (1,370,590)
-----------
TOTAL STOCKHOLDERS' EQUITY -
-----------
$ -
===========
See notes to financial statements.
F-4
TRANSAMERICAN PETROLEUM CORPORATION
STATEMENT OF OPERATIONS
For the Year Ended April 30, 1997
COSTS AND EXPENSES $ (341)
----------
NET INCOME $ 341
==========
NET INCOME PER SHARE $ -
==========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 11,846,985
==========
See notes to financial statements.
F-5
TRANSAMERICAN PETROLEUM CORPORATION
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Year Ended April 30, 1997
Common Stock Additional
--------------------------- Paid In Accumulated
Shares Amount Capital Deficit Total
---------- -------- ---------- ----------- --------
BALANCE - April 30, 1996 11,846,985 $118,470 $1,252,120 $(1,370,831) $ (341)
Net income - April 30, 1997 - - - 341 341
---------- -------- ---------- ----------- --------
BALANCE - April 30, 1997 11,846,985 $118,470 $1,252,120 $(1,370,590) $ -
========== ======== ========== =========== ========
See notes to financial statements.
F-6
TRANSAMERICAN PETROLEUM CORPORATION
STATEMENT OF CASH FLOWS
For the Year Ended April 30, 1997
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 341
Increase (decrease) in cash attributable to
change in accounts payable (341)
--------
Net cash used in operating activities -
--------
NET CHANGE IN CASH -
CASH - Beginning of year -
--------
CASH - End of year $ -
========
See notes to financial statements.
F-7
TRANSAMERICAN PETROLEUM CORPORATION
NOTES TO FINANCIAL STATEMENTS
For the Year Ended April 30, 1997
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND DESCRIPTION OF BUSINESS
Business - 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. The Company has been
virtually inactive since 1995.
Income Taxes - The Company accounts for income taxes pursuant to
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.
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 April
30, 1997 was 11,846,985.
NOTE 2 INCOME TAXES
At April 30, 1997, the Company has approximately $337,000 of net
operating loss carryforwards expiring in 2011, which would have
resulted in a deferred tax asset of approximately $105,000 at April 30,
1997. The Company has not recognized the deferred tax asset applicable
to the carryforward as the balance is offset by a valuation allowance.
NOTE 3 CONTINGENCIES
Transamerican is an over-the-counter (OTC) bulletin board company
traded under the symbol TAMP. However, the Company is delinquent in its
S.E.C. filings; the last Form 10-K was filed for the year ended April
30, 1995.
Additionally, the Company is delinquent in its filings with the
Internal Revenue Service.
The effects, if any, of penalties relating to the above are not
reflected in the accompanying financial statements.
F-8
TRANSAMERICAN PETROLEUM CORPORATION
NOTES TO FINANCIAL STATEMENTS
For the Year Ended April 30, 1997
NOTE 4 SUBSEQUENT EVENTS
On December 1, 1998, the Board of Directors changed the Company's name
to Pre-Cell Solutions, Inc. On that same date, the Company declared a
1:7 reverse stock split and also acquired Pre-Cell Solutions, Inc., a
Florida Corporation. The acquisition was made with a total of
32,156,000 shares of the Company's common stock, including
approximately 827,000 shares for services and costs incurred. The total
purchase price of $1,523,000 was based upon a market value of $.04 per
share. The entire purchase price will be allocated to goodwill.
In 1999, the Company entered into employment agreements with two
stockholders/officers. Such agreements require annual payments totaling
$180,000 and $95,000, respectively, to each executive per year through
June 30, 1999. Additionally, the agreements provide for the executives
to receive a total of 4,000,000 and 3,000,000 options, respectively, to
purchase common stock at $.04 per share. These options will vest on
December 1, 1999 and are exercisable for a term of five years.
NOTE 5 YEAR 2000 (UNAUDITED)
Management has assessed the company's exposure to date sensitive
computer hardware and software programs that may not be operative
subsequent to 1999 and has implemented a requisite course of action to
minimize Year 2000 risk and ensure that neither significant costs nor
disruption of normal business operations are encountered. However,
because there is no guarantee that all systems of outside vendors or
other entities affecting the Company's operations will be 2000
compliant, the Company remains susceptible to consequences of the Year
2000 Issue.
F-9