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.


<PAGE>


                          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


<PAGE>



                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


<PAGE>

<TABLE>
<CAPTION>


                          TRANSAMERICAN HOLDINGS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                         BALANCE SHEET - MARCH 31, 2004
                                   (UNAUDITED)

<S>                                                                 <C>                <C>

                                     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
                                                                                       =========

</TABLE>


                                      F-1


<PAGE>

<TABLE>
<CAPTION>

                          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)
                                            ______________     ______________       _________________
<S>                                           <C>                <C>                  <C>

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
                                              ===========        ===========

</TABLE>

                                      F-2


<PAGE>


<TABLE>
<CAPTION>



                          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)
                                ______      ______   __________   ____________   _________________   ________   _______________
<S>                        <C>           <C>         <C>          <C>            <C>                 <C>        <C>


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)
                          ============    =======    ==========   ============   ==============      ========   ==========

</TABLE>


                                      F-3


<PAGE>

<TABLE>
<CAPTION>



                          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)
<S>                                                        <C>                 <C>               <C>

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

</TABLE>


                                      F-4



<PAGE>



                          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


<PAGE>


(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.





<PAGE>


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


<PAGE>


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.


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<PAGE>


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.


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<PAGE>


                                   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


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