U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------------
FORM 10-QSB
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(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 June 30, 2003
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 18,471,090 shares
of Common Stock issued and 17,446,090 shares of Common Stock
outstanding.
TRANSAMERICAN HOLDINGS, INC.
FORM 10-QSB
for the quarter ended June 30, 2003
TABLE OF CONTENTS
Part I. Financial Information
- -------
Item 1. Financial Statements
Balance Sheet as of June 30, 2003 (unaudited).
Statements of Operations for the three and six months
ended June 30, 2003 (unaudited) and June 30, 2002
(unaudited) and from inception on July 22, 1996 to June
30, 2003 (unaudited).
Statement of Stockholders' Equity for the Period from
inception to June 30, 2003 (unaudited).
Statements of Cash Flows for the six months ended June
30, 2003 (unaudited) and June 30, 2002 (unaudited) and
from inception on July 22, 1996 to June 30, 2003
(unaudited).
Notes to Financial Statements.
Item 2. Managements Discussion and Analysis or Plan of
Operation
Item 3. Controls and Procedures
Part II. Other Information
- --------
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security holders
Item 5. Other Information
Item 6. Exhibits and reports on form 8-K
SIGNATURES
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 JUNE 30, 2003
CONTENTS
Page
Financial Statements:
Balance Sheet 2
Statements of Operations 3-4
Statement of Stockholders' Equity 5
Statements of Cash Flows 6
Notes to Financial Statements 7-8
TRANSAMERICAN HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEET - JUNE 30, 2003
(UNAUDITED)
ASSETS
Current assets -
cash $ 44,275
Property and equipment, net of accumulated
depreciation and amortization 5,218
Cash - restricted 32,866
Other assets 10,000
-----------
$ 92,359
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses $ 13,873
Notes payable, related parties 272,640
-----------
Total current liabilities $ 286,513
-----------
Stockholders' equity:
Common stock; $.001 par value, 100,000,000
shares authorized, 18,471,090 shares
issued and 17,446,090 outstanding $ 17,621
Subscriptions receivable (83,750)
Additional paid-in capital 1,872,281
Deficit accumulated during
development stage (1,947,806)
Treasury stock, 175,000 shares at cost (52,500)
-----------
Total stockholders' deficit (194,154)
-----------
$ 92,359
===========
The accompanying notes are an integral part of these financial statements.
2
TRANSAMERICAN HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS
For the three months ended
June 30, 2003 June 30, 2002
--------------- --------------
(Unaudited) (Unaudited)
Net revenues $ - $ -
Cost of sales - -
--------------- --------------
Gross profit - -
General and administrative
expenses 330,582 80,511
--------------- --------------
Net loss from operations
before interest income (330,582) (80,511)
Interest income - 145
--------------- --------------
Net loss $ (330,582) $ (80,366)
=============== ==============
Net loss per share,
basic and diluted $ (0.02) $ (0.00)
=============== ==============
Weighted average number
of shares outstanding,
basic and diluted 17,621,090 16,321,090
=============== ==============
The accompanying notes are an integral part of these financial statements.
3
TRANSAMERICAN HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS
From inception on
For the six months ended July 22, 1996 to
June 30, 2003 June 30, 2002 June 30, 2003
--------------- -------------- -----------------
(Unaudited) (Unaudited) (Unaudited)
Net revenues $ - $ - $ -
Cost of sales - - -
--------------- -------------- -----------------
Gross profit - - -
General and administrative
expenses 551,748 161,695 1,985,317
--------------- -------------- -----------------
Net loss from operations
before interest income (551,748) (161,695) (1,985,317)
Interest income 381 4,354 37,511
--------------- -------------- -----------------
Net loss $ (551,367) $ (157,341) $ (1,947,806)
=============== ============== =================
Net loss per share,
basic and diluted $ (0.03) $ (0.01)
=============== ==============
Weighted average number
of shares outstanding,
basic and diluted 17,621,090 16,321,090
=============== ==============
The accompanying notes are an integral part of these financial statements.
4
TRANSAMERICAN HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF STOCKHOLDERS' EQUITY
Deficit
Subscrip- accumulated Total
Common stock Additional tion during Treas- stock-
---------------------- paid-in receiv- development ury holders'
Shares Amount capital able stage stock equity
----------------------------------------------------------------------------------
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
January 1, 2000 11,300,000 11,300 3,000 - (5,100) - 9,200
Issuance of common stock
for cash during
March 2000,
net of shares issued
for services 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 at
December 31, 2002 17,621,090 17,621 1,872,281 (83,750) (1,396,439) - 409,713
Purchase of
treasury stock
(unaudited) (175,000) (52,500) (52,500)
Net loss for
the six months ended
June 30, 2003
(unaudited) (551,367) (551,367)
---------- -------- ----------- --------- --------- --------- -----------
Balance at
June 30, 2003
(unaudited) 17,621,090 $ 17,621 $ 1,872,281 $ (83,750) $(1,947,806) $ (52,500) $ (194,154)
========== ======== =========== ========= ========= ========= ===========
The accompanying notes are an integral part of these financial statements.
5
TRANSAMERICAN HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
From inception on
For the six months ended July 22, 1996 to
June 30, 2003 June 30, 2002 June 30, 2003
--------------- -------------- -----------------
(Unaudited) (Unaudited) (Unaudited)
Cash flows used for
operating activities:
Net loss $ (551,367) $ (157,935) $ (1,947,806)
Adjustments to reconcile net loss
to net cash used for
operating activities:
Depreciation 738 1,475 7,027
Issuance of common stock
for services - - 94,500
Reserve bad debt - 4,725 136,725
Changes in assets and liabilities:
(Increase) decrease in assets:
Other receivables - - -
Note receivable, Certified
Satellite Installers - - -
Interest receivable - (2,362) (2,362)
Other assets - - (10,000)
Increase (decrease) in liabilities:
Accounts payable and
accrued expenses - (11,041) 13,872
----------------- ----------------- -----------------
Total adjustments 738 (7,203) 239,762
----------------- ----------------- -----------------
Net cash used for
operating activities (550,629) (87,569) (1,708,044)
----------------- ----------------- -----------------
Cash flows provided by (used for)
investing activities:
Acquisition of property
and equipment - (100) (12,244)
Notes receivable - 8,041 (132,000)
Notes receivable,
related parties - 67,936 (241,722)
Restricted cash - (1,373) (32,866)
Advances to related party 239,360 - 239,360
----------------- ----------------- -----------------
Net cash provided by (used for)
investing activities 239,360 74,504 (179,472)
----------------- ----------------- -----------------
Cash flows provided by (used for)
financing activities:
Proceeds from sale of
common stock - - 1,711,652
Proceeds from note payable,
officer - (21,540) 21,540
Payments on note payable,
officer - - (21,540)
Cash received from
notes payable 272,640 - 272,640
Purchase of treasury stock (52,500) - (52,500)
----------------- ----------------- -----------------
Net cash provided by (used for)
financing activities 220,140 (21,540) 1,931,792
----------------- ----------------- -----------------
Net increase (decrease) in cash (91,130) (34,605) 44,275
Cash, beginning of year 135,405 192,949 -
----------------- ----------------- -----------------
Cash, end of period $ 44,275 $ 80,775 $ 44,275
================= ================= =================
Supplemental disclosure of
non-cash investing and
financing activities:
During the second quarter
of 2003 the Company wrote
off interest in Lebanese
time-share and the related
note payable to related
party. $ 2,200,000
=================
The accompanying notes are an integral part of these financial statements.
6
TRANSAMERICAN HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2003
(1) Summary of Significant Accounting Policies:
Interim Financial Statements:
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, 2002.
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.
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.
7
TRANSAMERICAN HOLDINGS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2003
(2) Treasury Stock:
During March 2003, a total of 175,000 shares of treasury
stock were purchased from three shareholders. Treasury
stock is stated at cost and consists of the 175,000 shares
as of June 30, 2003.
(3) Note payable, related parties:
Note payable, related parties consists of amounts advanced
from a major shareholder to cover operating costs. The note
is non-interest bearing and is due on demand.
8
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, 2002.
Results of Operations
Three months ended June 30, 2003 as compared to June 30, 2002.
Revenues
We are a development stage company. There were no revenues
for the three months ended June 30, 2003 and June 30, 2002.
General and Administrative Expenses
Total expenses amounted to $330,582 for the three months
ended June 30, 2003, as compared to $80,511 at June 30, 2002.
The expenses resulted primarily from costs incurred by the
Company in the ordinary course of business and in our review of
potential acquisition candidates.
Loss from Operations
The Company incurred a loss from operations of $330,582 for
the quarter ended June 30, 2003, as compared to $80,511 at June
30, 2002.
Net loss
The Company had a net loss of $330,582 or $(0.02) per share
for the three months ended June 30, 2003 as compared to $80,366
or $(0.00) per share for the three months ended June 30, 2002.
Six months ended June 30, 2003 as compared to June 30, 2002.
Revenues
We are a development stage company. There were no revenues
for the six months ended June 30, 2003 and June 30, 2002.
General and Administrative Expenses
Total expenses amounted to $551,748 for the six months ended
June 30, 2003, as compared to $162,289 at June 30, 2002. The
expenses resulted primarily from costs incurred by the Company in
the ordinary course of business and in our review of potential
acquisition candidates.
Loss from Operations
The Company incurred a loss from operations of $551,748 for
the six months ended June 30, 2003, as compared to $162,289 at
June 30, 2002.
Net loss
The Company had a net loss of $551,367 or $(0.03) per share
for the six months ended June 30, 2003 as compared to $157,935 or
$(0.01) per share for the six months ended June 30, 2002.
Liquidity and Capital Resources
In the third quarter of 2002, TransAmerican entered into two
separate definitive agreements, one for the acquisition of an
on-going construction and architectural design firm in Saudi
Arabia and one for the acquisition of a resort project in Lebanon
that is in the final stages of construction and whose operations
are expected to commence in the fourth quarter of 2003. Both of
these transactions, however, have been held in abeyance by
management pending a return to general stability in the region.
Furthermore, the Company eliminated the $2,200,000 investment and
related party payable from its balance sheet in the second
quarter of 2003, related to the Lebanese project.
Notwithstanding the foregoing, we are in advanced negotiations
with several other domestic and international entities with going
businesses in varied sectors of the market. We expect to
conclude at least one of these transactions in the third quarter
of 2003.
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.
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.
Acquisition of Opportunities
In implementing a structure for a particular business
acquisition, TransAmerican may become a party to a merger,
consolidation, reorganization, joint venture or licensing
agreement with another corporation or entity. We may also
acquire stock or assets of an existing business. Any terms of
sale of the shares presently held by officers and/or directors of
TransAmerican will be also afforded to all other shareholders of
the Company on similar terms and conditions. Any and all such
sales will only be made in compliance with the securities laws of
the United States and any applicable state.
It is anticipated that any securities issued in any such
reorganization would be issued in reliance upon exemption from
registration under applicable federal and state securities laws.
In some circumstances, however, as a negotiated element of the
transaction, TransAmerican may agree to register all or a part of
such securities immediately after the transaction is consummated
or at specified times thereafter. If such registration occurs,
of which there can be no assurance, it will be undertaken by the
surviving entity after the Company has successfully consummated a
merger or acquisition. The issuance of substantial additional
securities and their potential sale into a trading market, which
may develop in TransAmerican's securities, may have a depressive
effect on the value of our securities in the future.
As part of TransAmerican's investigation, officers and
directors of the Company will meet personally with management and
key personnel, will visit and inspect material facilities, obtain
independent analysis or verification of certain information
provided, check references of management and key personnel,
and take other investigative measures as the Company's management
may deem necessary. The manner in which the Company participates
in an opportunity will depend upon the nature of the opportunity,
the respective needs and desires of the Company and other
parties, the management of the opportunity and the relative
negotiation strength of the Company and such other management.
With respect to any merger or acquisition, negotiations with
management of the target company are expected to focus on the
percentage of TransAmerican which the target company shareholders
would acquire in exchange for all of their shareholdings in the
target company depending upon, among other things, the target
company's assets and liabilities. The percentage ownership may
be subject to reduction in the event that we acquire a target
company with substantial assets. Any merger or acquisition
effected by TransAmerican is expected to have a dilutive effect
on the percentage of shares held by TransAmerican's then
shareholders.
TransAmerican will participate in a business opportunity
only after the negotiation and execution of appropriate written
agreements. Generally, such agreements will require specific
representations and warranties by all of the parties thereto,
will specify certain events of default, will detail the terms
of closing and the conditions which must be satisfied by each of
the parties prior to and after such closing, will outline the
manner of bearing costs, including costs associated with the
Company's attorneys and accountants, will set forth remedies on
default and will include miscellaneous other terms.
As stated, we will not acquire or merge with any entity
which cannot provide independent audited financial statements
within a reasonable period of time after closing of the proposed
transaction. The Company is subject to all of the reporting
requirements included in the 1934 Act. Included in these
requirements is the affirmative duty of the Company to file
independent audited financial statements as part of its Form 8-K
to be filed with the Securities and Exchange Commission upon
consummation of a merger or acquisition, as well as
TransAmerican's audited financial statements included in our
annual report on Form 10-K (or 10-KSB, as applicable). If such
audited financial statements are not available at closing, or
within time parameters necessary to insure our compliance with
the requirements of the 1934 Act, or if the audited financial
statements provided do not conform to the representations made by
the candidate to be acquired in the closing documents, the
closing documents will provide that the proposed transaction will
be rescinded, at the discretion of TransAmerican. If such
transaction is rescinded, the agreement will also contain a
provision providing for the acquisition entity to reimburse
TransAmerican for all costs associated with the proposed
transaction.
To assist in the acquisition of a business opportunity, the
Company may retain outside consultants, attorneys or accountants,
as we deem appropriate. We will retain the services of these
consultants, attorneys and accountants from time to time on an
"as needed" basis. At this time, there is no prior arrangement
or understanding regarding the engagement of any particular
consultant for future services.
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.
Forward Looking Information.
This Quarterly Report on Form 10-QSB contains forward-
looking statements within the meaning of that term in the Private
Securities Litigation Reform Act of 1955 (Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934). 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.
Statements contained herein that are not historical facts are
forward-looking statements made pursuant to the safe harbor
provisions referenced above.
Forward-looking statements are inherently subject to risk
and uncertainties, some of which cannot be predicted or
quantified based on current expectations. Consequently, future
events and actual results could differ materially from those set
forth in, contemplated by or underlying the forward-looking
statements contained in this Quarterly Report. The statements,
and "Part I, Item 2, Management's Discussion and Analysis or Plan
of Operation", describe certain factors, among others, which
could contribute to or cause such differences.
Readers are cautioned not to place undue reliance on any
forward-looking statements contained herein, which speak only as
of the date hereof. The Company undertakes no obligation to
publicly release the result of any revisions to these forward-
looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence
of unexpected events.
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.
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.
Exhibits
None.
Reports on Form 8-K
None.
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: August 18, 2003 By: /s/ Najib Choufani
-------------------------
Najib Choufani
Chairman, CEO & CFO
Date: August 18, 2003 By: /s/ Tarek Choufani
-------------------------
Tarek Choufani
Director
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly report of TRANSAMERICAN
HOLDINGS, INC. on Form 10-QSB for the period ended June 30, 2003
as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), each of the undersigned, in the capacities
and on the dates indicated below, hereby certifies pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that to the best of their knowledge:
1. The Report fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and
2. The information contained in the report fairly
presents, in all material respects, the financial
condition and results of operation of the Company.
Date: August 18, 2003 /s/ Najib Choufani
Najib Choufani
Chairman, CEO & CFO
CERTIFICATION PURSUANT TO
SECTION 302
OF THE SARBANES OXLEY ACT OF 2002
I, Najib Choufani, Chairman and Chief Executive Officer of
TransAmerican Holdings, Inc., certify that:
1. I have reviewed this Quarterly Report on Form 10-QSB of
TransAmerican Holdings, Inc. (the "Registrant");
2. Based on my knowledge, this Quarterly Report does not
contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made,
in light of the circumstances under which such statements
were made, not misleading with respect to the period covered
by this Quarterly Report;
3. Based on my knowledge, the financial statements, and other
financial information included in the Quarterly Report,
fairly present in all material respects the financial
condition, results of operations, and cash flows of the
Registrant as of, and for, the periods presented in this
Quarterly Report;
4. The Registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the Registrant and have:
(a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material
information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by
others within those entities, particularly during the
period in which this report is being prepared;
(b) Designed such internal control over financial
reporting, or caused such internal control over
financial reporting to be designed under our
supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the
preparation of financial statements for external
purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of the small business
issuer's disclosure controls and procedures and
presented in this report our conclusions about the
effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this
report based on such evaluation; and
(d) Disclosed in this report any change in the Registrant's
internal control over financial reporting that occurred
during the Registrant's most recent fiscal quarter that
has materially affected, or is reasonably likely to
materially affect, the Registrant's internal control
over financial reporting; and
5. The Registrant's other certifying officers and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the Registrant's
auditors and the audit committee of the small business
issuer's board of directors (or persons performing the
equivalent functions):
(a) All significant deficiencies and material weaknesses in
the design or operation of internal control over
financial reporting which are reasonably likely to
adversely affect the Registrant's ability to record,
process, summarize and report financial information;
and
(b) Any fraud, whether or not material, that involves
management or other employees who have a significant
role in the Registrant's internal control over
financial reporting.
Date: August 18, 2003 /s/ Najib Choufani
Najib Choufani
Chairman, CEO & CFO