SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 1O-QSB/A


[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of
    1934

                  For the quarterly period ended June 30, 2000

                                       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 Number: 0-29743


                          TRANSAMERICAN HOLDINGS, INC.
            --------------------------------------------------------
             (Exact name of Registrant as Specified in its Charter)


                NEVADA                                       77-0434471
   ----------------------------                    ---------------------------
   (State or other jurisdiction                    (IRS Identification Number)
         of incorporation)

                             9601 Wilshire Boulevard
                                    Suite 620
                             Beverly Hills, CA 90210
                                 (310) 271-4159
    ------------------------------------------------------------------------
                          (Address, including zip code,
                  and telephone number, including area code, of
                    Registrant's principal executive offices)
 -------------------------------------------------------------------------------



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) or the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days:

                                 Yes [X] No [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as the latest practicable date: As of June 30, 2000

          15,949,090 shares of Common Stock, $.001 par value per share.

 -------------------------------------------------------------------------------

                                       1
<PAGE>





                           TRANSAMERICAN HOLDINGS,INC.

                                      INDEX

Part I.   Financial Information..............................................3
   Item 1.   Financial Statements............................................3
                    Balance Sheets...........................................3
                    Statement of Operations..................................5
                    Statement of Changes in Stockholders' Equity.............6
                    Statement of Cash Flows..................................8
                    Notes to Financial Statements............................9
   Item 2 - Management's Discussion and Analysis of Financial Condition
   and Results of Operation.................................................13
Part II.   Other Information................................................14
   Item 1     Legal Proceedings.............................................14
   Item 2     Changes in the Rights of the Company's Security Holders.......14
   Item 3     Defaults by the Company on its Senior Securities..............14
   Item 4     Results of Votes of Security Holders..........................14
   Item 5     Other Information.............................................14
   Item 6     Exhibits and Reports on Form 8-K..............................14
Signatures..................................................................14
Exhibit 27..................................................................15













                                       2
<PAGE>




PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

                                 BALANCE SHEETS

                          TRANSAMERICAN HOLDINGS, INC.
                        (Formerly Health Research, LTD.)
                          (A Development Stage Company)
<TABLE>
<CAPTION>
<S>                                              <C>                 <C>                <C>
                                                   June 30,            December 31,        December 31,
                                                   2000                1999                1998
                                                   --------------      --------------     ----------------
CURRENT ASSETS
     Cash                                          $     1,286,362     $             0    $              0
                                                   ---------------     ---------------    ----------------

TOTAL CURRENT ASSETS                               $     1,286,362     $             0    $              0
                                                   ---------------     ---------------    ----------------

OTHER ASSETS

     Deposits                                      $        10,000     $             0    $              0
                                                   ---------------     ---------------    ----------------

TOTAL OTHER ASSETS                                 $        10,000     $             0    $              0
                                                   ---------------     ---------------    ----------------

TOTAL ASSETS                                       $     1,296,362     $             0    $              0
                                                   ---------------     ---------------    ----------------
</TABLE>

The accompanying notes are in integral part of these Financial Statements.



















                                       3
<PAGE>

                          TRANSAMERICAN HOLDINGS, INC.
                        (Formerly Health Research, LTD.)
                          (A Development Stage Company)


                                  BALANCE SHEET

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>


<S>                                                          <C>              <C>               <C>
                                                                June 30,         December 31,     December 31,
                                                                2000             1999             1998
                                                                -------------    ---------------- -------------


CURRENT LIABILITIES

     Advances Payable                                           $       10,000   $            0  $            0
                                                                --------------   --------------  --------------

     TOTAL CURRENT LIABILITIES                                  $       10,000   $            0  $            0
                                                                --------------   --------------  --------------

STOCKHOLDERS' EQUITY (Note #4)

     Common stock, $1.00 par value
     Authorized 25,000 shares
     Issued and outstanding at
       December 31, 1998 -5,000 shares                                                           $        5,000

     Common  stock,  $.001 par value
     Authorized  100,000,000 shares
     Issued and outstanding at
       December 31, 1999 - 11,300,000 shares                                     $       11,300

     June 30, 2000 -
     15,949,090 shares                                          $       15,949

     Additional Paid-In Capital                                      1,459,896            3,000               0

     Deficit accumulated during
     the development stage                                            -189,483           -5,100          -5,000
                                                                --------------   --------------  --------------


TOTAL STOCKHOLDERS' EQUITY                                      $    1,286,362   $        9,200  $            0
                                                                --------------   --------------  --------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                            $    1,296,362   $        9,200  $            0
                                                                --------------   --------------  --------------
</TABLE>
The accompanying notes are in integral part of these Financial Statements.

                                       4
<PAGE>



                          TRANSAMERICAN HOLDINGS, INC.
                        (Formerly Health Research, LTD.)
                          (A Development Stage Company)


                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

<S>                                         <C>                <C>               <C>            <C>
                                                Jan. 1,            Year             Year          Jul.22, 1996
                                               2000, to            Ended            Ended          (Inception)
                                               June 30,          Dec. 31,         Dec. 31,         to June 30,
                                                 2000              1999             1998              2000
                                                 ----              ----             ----              ----

INCOME
Revenue                                   $              0   $            0  $             0    $             0
                                          ----------------   --------------  ---------------   ----------------

EXPENSES

General, Selling and
Administrative                            $         186,354  $           100  $              0  $       191,454
                                          -----------------  ---------------  ----------------  ---------------

         TOTAL EXPENSES                   $         186,354  $           100  $              0  $       191,454
                                          -----------------  ---------------  ----------------  ---------------

NET PROFIT/LOSS (-)
From Operations                           $        -186,354  $          -100  $              0  $      -191,454


Interest Income                                       1,971                0                 0            1,971
                                          -----------------  ---------------  ----------------  ---------------

Net Loss                                  $        -184,383  $          -100  $              0  $      -189,483
                                          -----------------   --------------  ----------------  ---------------

Net Loss per share -
 Basic and diluted
 (Note #2)                                $          -.0141  $           NIL  $            NIL  $        -.0508
                                          -----------------  ---------------  ----------------  ---------------

Weighted average
number of common
shares outstanding                               13,071,976        3,352,603         2,000,000        3,733,144
                                          -----------------  ---------------  ----------------  ---------------


</TABLE>

The accompanying notes are an integral part of these Financial Statements.




                                       5
<PAGE>


                          TRANSAMERICAN HOLDINGS, INC.
                        (Formerly Health Research, LTD.)
                          (A Development Stage Company)


                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

<S>                                     <C>                 <C>           <C>               <C>
                                                                            Additional         Accumu-
                                                  Common Stock              paid-in            lated
                                                  ------------
                                               Shares          Amount       Capital            Deficit
                                          --------------   ---------------  ----------------   ----------------


Balance,
December 31, 1997                                 5,000     $       5,000    $            0    $        -5,000

Net loss year ended
December 31, 1998                                                                                            0
                                          --------------   ---------------  ----------------  -----------------

Balance,
December 31, 1998                                 5,000    $        5,000    $            0    $        -5,000

January 25, 1999
Changed par value
From $1.00 to $.001                                                -4,995             4,995

October 30, 1999
Forward stock split
400:1                                         1,995,000             1,995            -1,995

November 1, 1999
Issued common stock
For services                                    100,000               100

November 9, 1999
Issued common stock
for cash                                      9,200,000             9,200

Net loss year ended
December 31, 1999                                                                                          -100
                                          --------------   ---------------  ----------------  -----------------

Balance,
December 31, 1999                             11,300,000   $        11,300  $          3,000  $          -5,100
                                          --------------   ---------------  ----------------  -----------------


The accompanying notes are an integral part of these Financial Statements.
</TABLE>




                                       6
<PAGE>


                          TRANSAMERICAN HOLDINGS, INC.
                        (Formerly Health Research, LTD.)
                          (A Development Stage Company)


            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Continued)
            --------------------------------------------------------
<TABLE>
<CAPTION>


<S>                                    <C>                  <C>           <C>               <C>
                                                                            Additional         Accumu-
                                                   Common Stock             paid-in            lated
                                                   ------------
                                               Shares          Amount       Capital            Deficit
                                          --------------   ---------------  ----------------   ----------------

Balance Brought Forward
Balance,
December 31, 1999                             11,300,000   $        11,300  $          3,000  $          -5,100

March 15, 2000
Issued common stock
for cash                                       1,095,090             1,095           296,450
Issued common stock
for services                                     350,000               350            94,150

April 15, 2000
Issued common stock
for cash                                         454,000               454           226,546

May 15, 2000
Issued common stock
for cash                                       2,400,000             2,400           697,600

June 15, 2000
Issued common stock
for cash                                         350,000               350           142,150

Net loss
January 1, 2000 to
June 30, 2000                                                                                          -184,383
                                          --------------   ---------------  ----------------  -----------------

Balance,
June 30, 2000                                 15,949,090   $        15,949  $      1,459,896  $        -189,483
                                          --------------   ---------------  ----------------  -----------------

</TABLE>

The accompanying notes are an integral part of these Financial Statements.




                                       7
<PAGE>

                          TRANSAMERICAN HOLDINGS, INC.
                        (Formerly Health Research, LTD.)
                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>

<S>                                         <C>               <C>               <C>             <C>
                                                Jan. 1,            Year             Year          Jul.22, 1996
                                               2000, to            Ended            Ended          (Inception)
                                               June 30,          Dec. 31,         Dec. 31,         to June 30,
                                                 2000              1999             1998              2000
                                                 ----              ----             ----              ----
Cash Flows from
Operating Activities

     Net Loss                                $    -184,383    $        -100     $           0    $      -189,483

     Adjustment to reconcile
     Net loss to net cash
     Provided by operating
     Activities
     Issue common stock
     For services                                   94,500              100                 0             99,600

Changes in assets and
Liabilities

     Increase in current
     Assets                                        -10,000                 0                 0           -10,000

     Increase in current
     Liabilities                                    10,000                 0                 0            10,000
                                          -----------------  ---------------  ----------------  ----------------

Net cash used in
Operating activities                      $        -89,883   $             0  $              0   $       -89,883

Cash Flows from
Investing Activities                                                       0                 0                 0

Cash Flows from
Financing Activities

     Issuance of Common
     Stock for Cash                               1,367,045            9,200                 0        1,376,245
                                          -----------------  ---------------  ----------------  ---------------

Net Increase (decrease)                   $       1,277,162  $         9,200  $              0  $     1,286,362

Cash,
Beginning of period                                   9,200                0                 0                0
                                          -----------------  ---------------  ----------------  ---------------

Cash, End of Period                       $       1,286,362  $         9,200  $              0  $     1,286,362
                                          -----------------  ---------------  ----------------  ---------------

</TABLE>

The accompanying notes are in integral part of these Financial Statements.
                                       8
<PAGE>

                          TRANSAMERICAN HOLDINGS, INC.
                        (Formerly Health Research, LTD.)
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                         -----------------------------
             June 30, 2000, December 31, 1999, and December 31, 1998

NOTE #1 - HISTORY AND ORGANIZATION OF THE COMPANY

     The Company was organized July 22, 1996, under the laws of the State of
     Nevada as Health Research, LTD. The Company currently has no operations and
     in accordance with SFAS #7, is considered a development company. On
     November 15, 1999, the Company changed its name from HEALTH RESEARCH, LTD.,
     to TRANSAMERICAN HOLDINGS, INC.

NOTE #2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         Accounting Method
         -----------------
                  The Company records income and expenses on the accrual method.
         Estimates
         ---------
                  The  preparation  of Financial  Statements in conformity  with
                  generally accepted  accounting  principles requires management
                  to make  estimates  and  assumptions  that affect the reported
                  amounts of assets and liabilities and disclosure of contingent
                  assets and liabilities at the date of the Financial Statements
                  and the reported  amounts of revenue and  expenses  during the
                  reporting  period.  Actual  results  could  differ  from those
                  estimates.

        Cash and equivalents
        --------------------
                  The    Company    maintains    cash    balances   in   several
                  interest-bearing  Bank  accounts.   For  the  purpose  of  the
                  statements of cash flows,  all highly liquid  investments with
                  the maturity of three months or less are considered to be cash
                  equivalents.  There  are no cash  equivalents  as of June  30,
                  2000.  Also, the Company,  as of June 30, 2000, has funds in a
                  savings account and short-term time deposits.

         Income Taxes
         ------------
                  Income taxes are provided  for using the  liability  method of
                  accounting   in   accordance   with   Statement  of  Financial
                  Accounting  Standards  No.  109 (SFAS  #109)  "Accounting  for
                  Income  Taxes".  A deferred tax asset or liability is recorded
                  for  all  temporary   difference  between  financial  and  tax
                  reporting. Deferred tax expense (benefit) results from the net
                  change during the year of deferred tax assets and liabilities.

         Loss Per Share
         --------------
                  Net loss per share is provided in accordance with Statement of
                  Financial  Accounting  Standards No. 128 (SFAS #128) "Earnings
                  Per  Share".  Basic  loss per share is  computed  by  dividing
                  losses  available  to  common  stockholders  by  the  weighted

                                       9
<PAGE>

                          TRANSAMERICAN HOLDINGS, INC.
                        (Formerly Health Research, LTD.)
                          (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    -----------------------------------------
             June 30, 2000, December 31, 1999, and December 31, 1998


NOTE #2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  average number of common shares outstanding during the period.
                  Diluted loss per share  reflects per share  amounts that would
                  have resulted if dilutive  common stock  equivalents  had been
                  converted to common  stock.  As of June 30, 2000,  the Company
                  had  no  dilutive  common  stock  equivalents  such  as  stock
                  options.

         Year End
         --------
                  The Company has selected December 31st as its year-end.

         Year 2000 Disclosure
         --------------------
                  The Y2K issue had no effect on this Company.

         Policy in Regards to Issuance of Common Stock in a Non-Cash Transaction
         -----------------------------------------------------------------------

                  The  Company's  accounting  policy  for  issuing  shares  in a
                  non-cash  transaction  is to issue  the  equivalent  amount of
                  stock equal to the fair market value of the assets or services
                  received.


NOTE #3 - INCOME TAXES

         There is no  provision  for income  taxes for the period ended June 30,
         2000.

         The  Company's  total  deferred  tax  asset as of December 31, 1999 is
         as follows:

                 Net operation loss carry forward            $  5,100
                 Valuation allowance                         $  5,100

                 Net deferred tax asset                      $      0

         The federal net  operation  loss  carry-forward  will expire in various
         amounts from 2016 to 2019.

         This carry forward may be limited upon the  consummation  of a business
         combination under IRC Section 381.


                                       10
<PAGE>



                          TRANSAMERICAN HOLDINGS, INC.
                        (Formerly Health Research, LTD.)
                          (A Development Stage Company)


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

             June 30, 2000, December 31, 1999, and December 31, 1998


NOTE #4 - STOCKHOLDERS' EQUITY

         Common Stock
         ------------
         The authorized common stock of the corporation  consists of 100,000,000
         shares with par value of $.001.

         Preferred Stock
         ---------------
         The corporation has no preferred stock.


         On July 30, 1996, the Company  issued 5,000 shares of its  no-par-value
         common stock, in consideration of $5,000 in cash.

         On January 25, 1999, the State of Nevada approved the Company's
         restated Articles of Incorporation, which increased its capitalization
         from 25,000 common shares with no-par-value stock to 100,000,000 common
         shares with $0.001 par value stock.

         On October 30, 1999, the Company had a forward stock split of 400:1
         thus increasing the outstanding common stock of the corporation from
         5,000 common shares to 2,000,000 common shares.

         On November 1, 1999, the Company issued 100,000 of its $.001 par value
         common stock for $100 in services.

         On November 9, 1999, the Company issued 9,200,000 of its $.001 par
         value common stock for $9,200 in cash.

         On December 29, 1999, the State of Nevada approved the company's
         restated Articles of Incorporation that increased the capitalization
         from 25,000,000 common shares with a par value of $0.001 to 100,000,000
         common shares with a par value of $0.001.

         On March 15, 2000, the Company issued 350,000 of its $.001 par value
         common stock at a price of $.27 per share for services valued at
         $94,500. (See next paragraph)




                                       11
<PAGE>


                          TRANSAMERICAN HOLDINGS, INC.
                        (Formerly Health Research, LTD.)
                          (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS (Continued)

             June 30, 2000, December 31, 1999, and December 31, 1998

NOTE #4 - STOCKHOLDERS' EQUITY (CONTINUED)

         On March 15, 2000, the Company completed a private placement under Rule
         506, Regulation D. The Company sold 1,000,000 shares of common stock at
         a price of $0.25 per share, for a total amount raised of $250,000. On
         the same day, under another private placement, which is still open,
         under Rule 506, Regulation D, the Company sold 95,090 shares of common
         stock at a price of $.50 per share, for a total amount raised of
         $47,545. The total amount raised of $297,545 divided by the total
         number of common shares issued 1,095,090 equals an average price per
         share of $.27.

         On April 15, 2000, the Company issued 454,000 of its $.001 par value
         common stock for $227,000 in cash.

         On May 15, 2000, the Company issued 2,400,000 of its $.001 par value
         common stock for $700,000 in cash.

         On June 15, 2000, the Company issued 350,000 of its $.001 par value
         common stock for $142,500 in cash.


NOTE #5 - WARRANTS AND OPTIONS

         There are no warrants or options outstanding to acquire any additional
         shares of common stock.


NOTE #6 - GOING CONCERN

         The  Company's  Financial   Statements  are  prepared  using  generally
         accepted  accounting  principles  applicable to a going concern,  which
         contemplates  the  realization of assets and liquidation of liabilities
         in the normal course of business.  The Company has  sufficient  working
         capital to cover its  operating  costs and to allow it to continue as a
         going concern.  It is the intent of the Company to acquire an existing,
         operating company.


NOTE #7 - RELATED PARTY TRANSACTIONS

         The Company does not own any real property. The Company leases office
         space at 9601 Wilshire Boulevard in Beverly Hills, California. The
         officers of the Company provide executive and administrative services
         without salary.



                                       12
<PAGE>

Item 2.
                          TRANSAMERICAN HOLDINGS, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATION

         The Company substantially increased its current cash assets from
$292,803 as of March 31, 2000, to $1,286,362 as of June 30 2000. This increase
of cash was due to the sale of additional shares of Common Stock by the Company.
All issuance of shares were made in compliance with all applicable securities
laws.

         Although the Company increased its total expenses to $95,354 for the
six months ended June 30, 2000, the increase in expenses resulted primarily from
the relocation of the Company's offices to its new headquarters at 9601 Wilshire
Boulevard in Beverly Hills, California 90210. The Company believes that the new
headquarters will be adequate for all of the Company's future needs.

         Although the Company has not yet finalized the acquisition of an
on-going business, the Company expects to be in the final stages of acquiring a
successful business.

         Since the Company presently has no earnings from operations, the
Company will continue to sustain nominal losses until the Company acquires an
income generating business. The Company believes that it has sufficient working
capital to cover its operating costs until an on-going business is acquired.

FORWARD LOOKING INFORMATION

         This Quarterly Report on Form 10-Q contains forward-looking statements
within the meaning of that term in the Private Securities Litigation Reform Act
of 1995 (Section 17A of the Securities Act of 1933 an 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 risks 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. Statements in
this Quarterly Report, particularly in the Notes to Financial Statements, and
"Part 1, Item 2, Management's Discussion and Analysis of Financial Condition and
Results of Operations," describe certain factors, among others, that 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.


                                       13

<PAGE>



PART II.    Other Information

Item 1.     Legal Proceedings - None.

Item 2.     Changes in the Rights of the Company's Security Holders - None.

Item 3.     Defaults by the Company on its Senior Securities - Not Applicable.

Item 4.     Results of Votes of Security Holders - None.

Item 5.     Other Information - None.

Item 6.     Exhibits and Reports on Form 8-K -

     (a)   Exhibits

                Exhibit
                Number      Description
                -------     -----------
                  27        Financial Data Schedule

     (b)   Reports on Form 8-K

            None







SIGNATURES

Pursuant  to the  requirement  of the  Securities  Exchange  Act  of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                TRANSAMERICAN HOLDINGS, INC.
                                                Registrant



Date:  October 24, 2000                        /s/ Michael Savage
                                               ---------------------------------
                                               Michael Savage
                                               President





                                       14