UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 21, 2003
Commission File Number: 0-29933
TRANSAMERICAN HOLDINGS, INC.
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(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) 271-4159
(Issuer's telephone number)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
This Current Report on Form 8-K/A 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," "will," "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 discussed in our Annual Report
on Form 10-KSB for the year ended December 31, 2001, on file with
the Securities and Exchange Commission. 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.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 27, 2002, TransAmerican Holdings, Inc.
("TransAmerican" or the "Company") filed a Current Report on Form
8-K with respect to its acquisition of Shaden Al-Khaleej Est., a
Saudi Arabic Kingdom company ("Shaden"). The acquisition was
effected in accordance with the terms of a Definitive Agreement,
first executed on August 7, 2002 and approved by TransAmerican as
of August 12, 2002 (the "Agreement"), by and between
TransAmerican and Shaden Al-Khaleej Est. (the "Acquisition").
Subsequent to entering into the Agreement, TransAmerican and
Shaden undertook to complete the audit of Shaden in order to
comply with TransAmerican's Securities and Exchange Commission
("SEC") reporting obligations. A preliminary audit has been
completed as of the date of this filing. However, due to
differences in accounting standards and procedures between the
United States and Saudi Arabia, the preliminary audit did not
comply with U.S. Generally Accepted Accounting Principles
("GAAP"), and thus could not be timely filed as initially
anticipated. Shaden is presently working with its auditors to
bring the audit into compliance with U.S. GAAP.
As a result of the difficulties and consequential delay in
finalizing the Shaden audit, TransAmerican has determined that
the Acquisition transaction shall be held in abeyance pending the
Company's receipt of a satisfactory audit. As such, the parties
have agreed that all obligations pursuant to the Acquisition
shall be suspended until Shaden is able to produce a satisfactory
audit in compliance with U.S. GAAP and suitable for filing with
the SEC. All other terms and conditions of the Definitive
Agreement remain unchanged.
The description of the transaction contained herein is
qualified in its entirety by reference to the Definitive
Agreement which was included with the initial Current Report on
Form 8-K filed on August 27, 2002, and incorporated herein by
reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
TRANSAMERICAN HOLDINGS, INC.
Date: January 21, 2003 By: /s/ Najib E. Choufani
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Najib E. Choufani
Chairman and CEO