U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB/A
(Amendment #1)
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND
EXCHANGE ACT OF 1934 for the Quarterly period ended March 31, 2004
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 NO. 000-29933
TRANSAMERICAN HOLDINGS, INC.
______________________________________________
(Name of Small Business Issuer in its Charter)
Nevada, U.S.A. 77-0434471
_________________________________ ___________________
(State or other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
9601 Wilshire Boulevard, Suite 620, Beverly Hills, California 90210
(Address of principal executive offices)
(310) 271-9911
(Issuer's telephone number)
Check whether the registrant (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 [X] NO [ ]
As of the date of this filing, the Company had 18,948,422 shares of Common Stock
issued and outstanding.
TRANSAMERICAN HOLDINGS, INC.
FORM 10-QSB/A
for the quarter ended March 31, 2004
TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION 3
Item 1. Financial Statements 3
Balance Sheet as of March 31, 2004 (unaudited). F-1
Statements of Operations for the three months ended March 31,
2004 (unaudited) and March 31, 2003 (unaudited) and from
inception on July 22, 1996 to March 31, 2004 (unaudited). F-2
Statement of Stockholders' Deficit for the Period from
inception to March 31, 2004 (unaudited). F-3
Statements of Cash Flows for three months ended March 31, 2004
(unaudited) and March 31, 2003 (unaudited) and from inception
on July 22, 1996 to March 31, 2004 (unaudited). F-4
Notes to Financial Statements. F-5
Item 2. Managements Discussion and Analysis or Plan of Operation 4
Item 3. Controls and Procedures 6
PART II. OTHER INFORMATION 6
Item 1. Legal Proceedings 6
Item 2. Changes in Securities 6
Item 3. Defaults upon Senior Securities 6
Item 4. Submission of Matters to a Vote of Security holders 6
Item 5. Other Information 6
Item 6. Exhibits and reports on form 8-K 6
SIGNATURES 7
2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report on form 10-QSB contains "forward- looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Statements of our intentions, beliefs,
expectations or predictions for the future, denoted by the words "believes,"
"expects," "may," "should," "seeks," "pro forma," "anticipates," "intends" and
similar expressions are forward-looking statements that reflect our current
views about future events and are subject to risks, uncertainties and
assumptions.
We wish to caution readers that these forward-looking statements are not
guarantees of future performance and involve risks and uncertainties. Actual
events or results may differ materially from those discussed in the
forward-looking statements as a result of various factors, including, without
limitation, the risk factors and other matters contained in this annual report
generally. All subsequent written and oral forward- looking statements
attributable to us or persons acting on our behalf are expressly qualified in
their entirety by the cautionary statements included in this document. We
undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
TRANSAMERICAN HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2004
CONTENTS
Page
Financial Statements:
Balance Sheet F-1
Statements of Operations F-2
Statement of Stockholders' Equity F-3
Statements of Cash Flows F-4
Notes to Financial Statements F-5
3
TRANSAMERICAN HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEET - MARCH 31, 2004
(UNAUDITED)
ASSETS
Current assets -
cash $ 4,509
Property and equipment, net of accumulated depreciation 2,266
Cash - restricted 33,244
Other assets 10,000
_________
$ 50,019
=========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses $ 35,113
Related party liability to be satisfied through the issuance
of stock, net of unamortized discount of $52,558 380,442
___________
Total current liabilities $ 415,555
Stockholders' deficit:
Common stock, $.001 par value, 100,000,000 shares
authorized, 17,971,090 issued and outstanding 17,971
Subscriptions receivable (83,750)
Additional paid-in capital 2,102,985
Deficit accumulated during development stage (2,350,242)
Treasury stock, 175,000 shares at cost (52,500)
___________
Total stockholders' deficit (365,536)
_________
$ 50,019
=========
F-1
TRANSAMERICAN HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF OPERATIONS
From inception on
For the three months ended July 22, 1996 to
March 31, 2004 March 31, 2003 March 31, 2004
(Unaudited) (Unaudited) (Unaudited)
______________ ______________ _________________
Net revenues $ - $ - $ -
Cost of sales - - -
___________ ___________ ___________
Gross profit - - -
General and administrative expenses 116,481 211,330 2,272,635
___________ ___________ ___________
Net loss from operations before
interest income and other expense (116,481) (211,330) (2,272,635)
Interest income - 381 37,889
Amortization of discount on
convertible loans (33,727) - (115,496)
___________ ___________ ___________
Net loss $ (150,208) $ (210,949) $(2,350,242)
=========== =========== ===========
Net loss per share, basis and diluted $ (0.01) $ (0.01)
=========== ===========
Weighted average number of shares
outstanding, basic and diluted 17,794,167 17,613,312
=========== ===========
F-2
TRANSAMERICAN HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF STOCKHOLDERS' DEFICIT
Deficit
Additional accumulated Total
Common stock paid-in Subscription during Treasury stockholders'
Shares Amount capital receivable development stage stock equity (deficit)
______ ______ __________ ____________ _________________ ________ _______________
Balance at July 22 1996
(inception) $ - $ - $ - $ - $ - $ - $ -
Issuance of common stock
for cash during July
1996 (restated for
forward stock split) 2,000,000 2,000 3,000 5,000
Issuance of common stock
in exchange for
services in November
1999 100,000 100 100
Issuance of common stock
for cash during
November 1999 9,200,000 9,200 9,200
Accumulated net loss for
the period
from July 22, 1996
(inception) to
December 31, 1999 (5,100) (5,100)
____________ ________ __________ ____________ ______________ ________ __________
Balance at December 31,
1999 11,300,000 11,300 3,000 - (5,100) - 9,200
Issuance of common stock
for cash
during March 2000 1,445,090 1,445 296,100 297,545
Issuance of common stock
for cash
during April 2000 230,000 230 114,770 115,000
Issuance of common stock
for cash
during May 2000 1,918,000 1,918 670,790 672,708
Issuance of common stock
for cash
during June 2000 913,000 913 142,150 143,063
Issuance of common stock
for cash
during July 2000 465,000 465 226,337 (33,750) 193,052
Net loss for the year
ended
December 31, 2000 (319,992) (319,992)
____________ ________ __________ ____________ ______________ ________ __________
Balance at December 31,
2000 16,271,090 16,271 1,453,147 (33,750) (325,092) - 1,110,576
Issuance of common stock
for cash
during June 2001 50,000 50 99,929 (50,000) 49,979
Net loss for the year
ended
December 31, 2001 (563,404) (563,404)
____________ ________ __________ ____________ ______________ ________ __________
Balance at December 31,
2001 16,321,090 16,321 1,553,076 (83,750) (888,496) - 597,151
Issuance of common stock
for cash
during September 2002 800,000 800 199,170 199,970
Issuance of common stock
for cash
during October 2002 100,000 100 29,870 29,970
Issuance of common stock
for cash
during December 2002 400,000 400 90,165 90,565
Net loss for the year
ended
December 31, 2002 (507,943) (507,943)
____________ ________ __________ ____________ ______________ ________ __________
Balance December 31,
2002 17,621,090 17,621 1,872,281 (83,750) (1,396,439) - 409,713
Purchase of treasury
stock (52,500) (52,500)
Beneficial conversion
feature related to
loans to related
party 224,666 224,666
Extinguishment of the
beneficial conversion
feature related to a
portion of the
convertible loan to
related party (70,278) (70,278)
Net loss for the year
ended
December 31, 2003 (803,595) (803,595)
____________ ________ __________ ____________ ______________ ________ __________
Balance at December 31,
2003 17,621,090 $ 17,621 $2,026,669 $ (83,750) $ (2,200,034) $(52,500) $ (291,994)
Issuance of common stock
in exchange for services
in March 2004 (unaudited) 350,000 350 62,650 63,000
Beneficial conversion
feature related to
loans to related
party (unaudited) 13,666 13,666
Net loss for the three
months ended March 31,
2004 (unaudited) (150,208) (150,208)
____________ ________ __________ ____________ ______________ ________ __________
Balance at March 31, 2004
(unaudited) 171,971,090 $17,971 $2,102,985 $ (83,750) $ (2,350,242) $(52,500) $ (365,536)
============ ======= ========== ============ ============== ======== ==========
F-3
TRANSAMERICAN HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
From inception on
For the three months ended July 22, 1996 to
March 31, 2004 March 31, 2003 March 31, 2004
______________ ______________ _________________
(Unaudited) (Unaudited) (Unaudited)
Cash flows provided by (used for) operating activities:
Net loss $ (150,208) $ (210,949) $ (2,350,242)
Adjustments to reconcile net loss to net cash
provided by (used for) operating activities:
Depreciation 738 738 9,979
Issuance of common stock for services 63,000 - 157,500
Reserve bad debt - - 132,000
Amortization of discounts on convertible loans 33,727 - 115,496
Changes in assets and liabilities:
(Increase) decrease in assets:
Interest receivable - - -
Other assets - - (10,000)
Increase (decrease) in liabilities:
Accounts payable and accrued expenses (676) - 35,113
__________ __________ ___________
Total adjustments 96,789 738 440,088
__________ __________ ___________
Net cash used for operating activities (53,419) (210,211) (1,910,154)
Cash flows provided by (used for) investing activities:
Acquisition of property and equipment - - (12,245)
Notes receivable - - (132,000)
Notes receivable, related parties - 190,000 -
Restricted cash - - (33,244)
__________ __________ ___________
Net cash provided by (used for) investing activities - 190,000 (177,489)
__________ __________ ___________
Cash flows provided by (used for) financing activities:
Proceeds from sale of common stock - - 1,711,652
Proceeds from note payable, officer - - 21,540
Payment on note payable, officer - - (21,540)
Proceeds from convertible loans payable, related party 41,000 - 715,000
Payment on convertible loans payable, related party - - (282,000)
Purchase of treasury stock - (52,500) (52,500)
__________ __________ ___________
Net cash provided by (used for) financing activities 41,000 (52,500) 2,092,152
__________ __________ ___________
Net increase (decrease) in cash (12,419) (72,711) 4,509
Cash, beginning of year 16,928 135,404 -
__________ __________ ___________
Cash, end of period $ 4,509 $ 62,693 $ 4,509
========== ========== ===========
Supplemental disclosure of cash flow incormation -
no amounts were paid for interest or income taxes
F-4
TRANSAMERICAN HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2004
(1) ORGANIZATION AND DESCRIPTION OF BUSINESS:
TransAmerican Holdings, Inc. (formerly known as Health Research, Ltd.)
(the "Company") was incorporated under the laws of the state of Nevada
on July 22, 1996, and is conducting its operations in California. The
Company has been in the development stage and was inactive until
November 1999, at which time current management became involved. On
November 15, 1999, the Company changed its name to TransAmerican
Holdings, Inc. The sole purpose of the Company at this time is to raise
capital and to locate and acquire a private on going business.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
INTERIM FINANCIAL INFORMATION:
The accompanying financial statements include all adjustments
(consisting of only normal recurring accruals), which are, in the
opinion of management, necessary for a fair presentation of the results
of operations for the periods presented. Interim results are not
necessarily indicative of the results to be expected for a full year.
The financial statements should be read in conjunction with the
financial statements included in the annual report of TransAmerican
Holdings, Inc. on Form 10-KSB for the year ended December 31, 2003.
DEVELOPMENT STAGE ENTERPRISE:
The Company is a development stage enterprise as defined by the
Financial Accounting Standards Board's ("FASB") Statement of Financial
Accounting Standards ("SFAS") No. 7, "Accounting and Reporting by
Development Stage Enterprises." The Company is devoting substantially
all of its present efforts to establish a new business. All losses
accumulated since inception of the Company have been considered as part
of the Company's development stage activities
(3) RELATED PARTY LIABILITY TO BE SATISFIED THROUGH THE ISSUANCE OF STOCK:
A summary is as follows:
June 1, 2003 issuance ($40,000 less $32,000 repaid) $ 8,000
June 2, 2003 issuance 100,000
June 8, 2003 issuance 20,000
June 9, 2003 issuance 30,000
July 3, 2003 issuance 150,000
October 15, 2003 issuance 50,000
December 15, 2003 issuance 34,000
February 7, 2004 issuance (unaudited) 28,000
March 20, 2004 issuance (unaudited) 13,000
________
433,000
Less unamortized discount 52,558
________
$380,442
========
F-5
(3) RELATED PARTY LIABILITY TO BE SATISFIED THROUGH THE ISSUANCE OF
STOCK, CONTINUED:
On February 7, 2004, the Company issued a $28,000 non-interest bearing
convertible loan payable due February 7, 2005. All or any portion of
the convertible debenture can be converted into fully paid shares of
the Company's $.001 par value common only at the due date or later. The
conversion or purchase price of the common stock indebtedness shall be
75% of the market price of the Company's common stock at the time of
conversion. Cash proceeds from the convertible debenture amounted to
$28,000. The loan was issued with a conversion price below market at
the time of issuance. The value of the conversion feature was estimated
to be $9,333, which will be amortized over the life of the loan.
On March 20, 2004, the Company issued a $13,000 non-interest bearing
convertible loan payable due March 20, 2005. All or any portion of the
convertible debenture can be converted into fully paid shares of the
Company's $.001 par value common only at the due date or later. The
conversion or purchase price of the common stock indebtedness shall be
75% of the market price of the Company's common stock at the time of
conversion. Cash proceeds from the convertible debenture amounted to
$13,000. The loan was issued with a conversion price below market at
the time of issuance. The value of the conversion feature was estimated
to be $4,333, which will be amortized over the life of the loan.
For the three months ending March 31, 2004, $33,727 was amortized to
amortization expense.
(4) STOCKHOLDERS' EQUITY:
In February 2004, the Company issued 350,000 shares of its $0.001 par
value common stock in exchange for services valued at $63,000. These
shares were issued for consulting services and were valued at the fair
value of the stock at the time of issuance, which was $0.18 per share.
(5) SUBSEQUENT EVENTS:
In April 2004, the Company converted $433,000 in convertible loans
payable into 577,332 shares of the Company's common stock. Upon early
extinguishment of the convertible loans, the balance of the unamortized
discount was charged to additional paid in capital.
In April 2004, the Company issued 400,000 shares of its $0.001 par
value common stock in exchange for services valued at $400,000. These
shares were issued for business development services and were valued at
the fair value of the stock at the time of issuance, which was $1.00
per share.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
MANAGEMENT'S DISCUSSION AND ANALYSIS.
SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES
Management's Discussion and Analysis of Financial Condition and Results of
Operations discusses the Company's financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. On an on-going
basis, management evaluates its estimates and judgments, including those related
to reserves and financial operations. Management bases its estimates and
judgments on historical experiences and on various other factors that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying value of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions. The most significant
accounting estimates inherent in the preparation of the Company's financial
statements include estimates as to the appropriate carrying value of certain
assets and liabilities which are not readily apparent from other sources,
primarily allowance for doubtful accounts and recording of assets from related
parties. These accounting policies are described at relevant sections in this
discussion and analysis and in the notes to the financial statements included in
our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003.
RESULTS OF OPERATIONS
Three months ended March 31, 2004 as compared to March 31, 2003.
REVENUES
We are a development stage company. There were no revenues for the three months
ended March 31, 2004 and March 31, 2003.
GENERAL AND ADMINISTRATIVE EXPENSES
Total expenses amounted to $116,481 for the three months ended March 31, 2004,
as compared to $211,330 at March 31, 2003. The expenses resulted primarily from
costs incurred by the Company in the ordinary course of business and in our
review of potential acquisition candidates. Travel costs relating to review of
acquisition candidates have been substantially reduced.
LOSS FROM OPERATIONS
The Company incurred a loss from operations of $150,208 for the quarter ended
March 31, 2004, as compared to $210,949 at March 31, 2003. The reduction in loss
is attributed to the reduced activity to locate a suitable acquisition candidate
and the travel expenses relating thereto.
NET LOSS
The Company had a net loss of $150,208 or $(0.01) per share for the three months
ended March 31, 2004 as compared to $210,949 or $(0.01) per share for the three
months ended March 31, 2003.
LIQUIDITY AND CAPITAL RESOURCES
Because the Company has not material operating revenues, it has attempted to
restrict administrative costs to minimal levels necessary to effect corporate
operations and securities filings. The Company's proposed activities would
require raising additional capital. There is no assurance that the additional
capital will be available. The Company's only officer and principal shareholder
has provided the Company with its financial resources. The shareholder has
agreed to provide continuous support to enable the Company to satisfy its
working capital until the Company changes control or it develops its own
business and revenues. Without outside funding the Company is totally dependent
upon its major shareholder. The Company has been exploring various alternatives,
such as an equity or debt private placement, to raise new capital, but there can
be no assurances that the Company will ultimately be successful in this regard.
PLAN OF OPERATION.
TransAmerican intends to seek and acquire assets or shares of an entity actively
engaged in a business that generates revenues in exchange for our securities. We
have identified potential business opportunities and have entered into
discussions with several companies. However, we have not yet entered into any
definitive agreements or understandings as of the date of this filing.
4
GENERAL BUSINESS PLAN
TransAmerican's purpose is to seek and acquire an interest in business
opportunities presented to us by persons or firms who or which desire to seek
the advantages of an Issuer who has complied with the 1934 Act. In our search
for a business opportunity, we will not restrict our selection to any specific
business, industry, or geographic region and we may participate in a business
venture of any kind or nature. This discussion of the proposed business is
purposefully general and is not meant to restrict our unlimited discretion to
search for and enter into potential business opportunities.
Due to general economic conditions, rapid technological advances being made in
some industries and shortages of available capital, management believes that
there are numerous firms seeking the benefits of an issuer who has complied with
the 1934 Act. Such benefits may include facilitating or improving the terms on
which additional equity financing may be sought, providing liquidity for
incentive stock options or similar benefits to key employees, providing
liquidity (subject to restrictions of applicable statutes) for all shareholders
and other factors.
Management believes that TransAmerican will be able to offer owners of
acquisition candidates the opportunity to acquire an interest in an issuer who
has complied with the 1934 Act without incurring the cost and time required to
conduct an initial public offering. The owners of the business opportunity will,
however, incur significant legal and accounting costs in connection with the
acquisition of a business opportunity, including the costs of preparing and
filing required reports on Form 8-K, 10-QSB and 10-KSB, agreements and related
reports and documents. The 1934 Act specifically requires that any merger or
acquisition candidate comply with all applicable reporting requirements, which
include providing audited financial statements to be included within the filings
relevant to complying with the 1934 Act.
The analysis of new business opportunities will be undertaken by, or under the
supervision of, the officers and directors of the Company. Management intends to
concentrate on identifying prospective business opportunities, which may be
brought to our attention through present associations with the Company's
officers and directors, or by our shareholders. In analyzing prospective
business opportunities, management will consider such matters as the available
technical, financial and managerial resources; working capital and other
financial requirements; history of operations; prospects for the future; nature
of present and expected competition; the quality and experience of management
services which may be available and the depth of that management; the potential
for further research, development, or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact the proposed activities
of the Company; the potential for growth or expansion; the potential for profit;
the public recognition of acceptance of products, services, or trades; name
identification; and other relevant factors. TransAmerican management expects to
meet personally with management and key personnel of the business opportunity as
part of our investigation. To the extent possible, we intend to utilize written
reports and personal investigation to evaluate the above factors. We will not
acquire or merge with any company for which audited financial statements cannot
be obtained within a reasonable period of time after closing of the proposed
transaction.
INVESTMENT COMPANY ACT OF 1940
Although TransAmerican is subject to regulation under the Securities Act of
1933, as amended, and the 1934 Act, management believes the Company will not be
subject to regulation under the Investment Company Act of 1940 insofar as
TransAmerican will not be engaged in the business of investing or trading in
securities. In the event that TransAmerican engages in business combinations,
which result in the Company holding passive investment interests in a number of
entities, TransAmerican could be subject to regulation under the Investment
Company Act of 1940. In such event, TransAmerican would be required to register
as an investment company and could incur significant registration and compliance
costs. TransAmerican has obtained no formal determination from the Securities
and Exchange Commission as to the status of the Company under the Investment
Company Act of 1940 and, consequently, any violation of such Act would subject
TransAmerican to material adverse consequences. TransAmerican's Board of
Directors unanimously approved a resolution stating that it is the Company's
desire to be exempt from the Investment Company Act of 1940 under Regulation
3a-2 thereto.
THE SECURITIES ENFORCEMENT AND PENNY STOCK REFORM ACT OF 1990
The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure relating to the market for penny stocks in connection with
trades in any stock defined as a penny stock. The Commission has adopted
regulations that generally define a penny stock to be any equity security that
has a market price of less than $5.00 per share, subject to certain exceptions.
Such exceptions include any equity security listed on NASDAQ and any equity
security issued by an issuer that has (i) net tangible assets of at least
$2,000,000, if such issuer has been in continuous operation for three years,
(ii) net tangible assets of at least $5,000,000, if such issuer has been in
continuous operation for less than three years, or (iii) average annual revenue
of at least $6,000,000, if such issuer has been in continuous operation for less
than three years. Unless an exception is available, the regulations require the
delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market and the risks associated with that
market.
5
ITEM 3. CONTROLS AND PROCEDURES.
As required by SEC rules, we have evaluated the effectiveness of the design and
operations of our disclosure controls and procedures as of the end of the period
covered by this quarterly report. This evaluation was carried out under the
supervision and with the participation of our management, including our
principal executive officer. Based on this evaluation, the officer has concluded
that the design and operation of our disclosure controls and procedures are
effective. There were no significant changes to our internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of the evaluation.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
On March 22, 2004 the Company settled a lawsuit filed by TransAmerica
Corporation by consenting to a judgment permanently enjoining the Company
against the use of the service mark "TransAmerican" or any other name
confusingly similar to "Transamerica". The Company has until June 18, 2004 to
change its name and refrain from using material containing any reference to the
name "TransAmerican". The Company intends to fully comply with the terms of the
settlement in a timely manner. Management believes that the change of the
Company's name will not have a material adverse effect on the current or future
activities of the Company.
Except as set forth above, there are no legal proceedings threatened or pending,
except such ordinary routine matters which may be incidental to the business
currently being conducted by the Company.
ITEM 2. CHANGES IN SECURITIES.
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.
EXHIBIT DESCRIPTION
31.1 Section 302 Certification
32.1 Section 906 Certification
REPORTS ON FORM 8-K
None.
6
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant has caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
TRANSAMERICAN HOLDINGS, INC.
DATE: May 27, 2003 By: /s/ NAJIB CHOUFANI
___________________________
Najib Choufani
Chairman, CEO & CFO
DATE: May 27, 2003 By: /s/ TAREK CHOUFANI
___________________________
Tarek Choufani
Director
7