U.S. SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC  20549
                      ---------------------
                           FORM 10-QSB
                      ---------------------

(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, 2002

     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) 271-4159
                   (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 approximately
16,321,090 shares of Common Stock issued and outstanding.

<PAGE>


                   TRANSAMERICAN HOLDINGS, INC.

                           FORM 10-QSB

               for the quarter ended March 31, 2002

                        TABLE OF CONTENTS


Part I.   Financial Information
-------
Item 1.   Financial Statements

          Balance Sheet as of March 31, 2002 (unaudited).

          Statements of Operations for the three months ended
          March 31, 2002 (unaudited) and March 31, 2001
          (unaudited) and from inception on July 22, 1996 to
          March 31, 2002 (unaudited).

          Statement of Stockholders' Equity for the Period from
          inception to March 31, 2002 (unaudited).

          Statements of Cash Flows for the three months ended
          March 31, 2002 (unaudited) and March 31, 2001
          (unaudited) and from inception on July 22, 1996 to
          March 31, 2002 (unaudited).

          Notes to Financial Statements.

Item 2.   Managements Discussion and Analysis or Plan of
          Operation


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

<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," "will," "should," "seeks," "pro forma,"
"anticipates," "intends" and similar expressions are forward-
looking statements that reflect our current views about future
events and are subject to risks, uncertainties and assumptions.

     We wish to caution readers that these forward-looking
statements are not guarantees of future performance and involve
risks and uncertainties.  Actual events or results may differ
materially from those discussed in the forward-looking statements
as a result of various factors, including, without limitation,
the risk factors and other matters 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


ITEM 1.   FINANCIAL STATEMENTS.


                  TRANSAMERICAN HOLDINGS, INC.
                (A DEVELOPMENT STAGE ENTERPRISE)

                      FINANCIAL STATEMENTS

               THREE MONTHS ENDED MARCH 31, 2002


                             CONTENTS

                                                       Page

Financial Statements:
  Balance Sheet                                        2
  Statements of Operations                             3
  Statement of Stockholders' Equity                    4
  Statements of Cash Flows                             5
  Notes to Financial Statements                        6-7



<PAGE>
<TABLE>
                               TRANSAMERICAN HOLDINGS, INC.
                             (A DEVELOPMENT STAGE ENTERPRISE)

                              BALANCE SHEET - MARCH 31, 2002
                                        (UNAUDITED)

                                          ASSETS

<S>                                          <C>            <C>
Current assets:
  Cash                                        $   107,658
  Notes receivable, less allowance for
   uncollectible amounts of $90,000                54,000
  Notes receivable, related parties               357,296
                                              -----------

Total current assets                                      $   518,954

Property and equipment, net of
  accumulated depreciation and amortization                     8,070

Cash - restricted                                              32,436
                                                          -----------

                                                          $   559,460
                                                          ===========


                          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses       $    34,284
  10% note payable, officer                         5,000
                                              -----------

Total current liabilities                                 $    39,284

Stockholders' equity:
  Common stock; $.001 par value, 100,000,000
   shares authorized, 17,171,090 shares
   issued and 16,321,090 outstanding          $    16,321
  Subscriptions receivable                        (83,750)
  Additional paid-in capital                    1,553,076
  Deficit accumulated during
   development stage                             (965,471)
                                              -----------

Total stockholders' equity                                    520,176
                                                          -----------

                                                          $   559,460
                                                          ===========


</TABLE>
<PAGE>                                       1

<TABLE>
                              TRANSAMERICAN HOLDINGS, INC.
                            (A DEVELOPMENT STAGE ENTERPRISE)

                                STATEMENTS OF OPERATIONS


<S>                           <C>                 <C>                 <C>
                                                                      From inception on
                                   For the three months ended         July 22, 1996 to
                               March 31, 2002     March 31, 2001      March 31, 2002
                              ---------------     --------------      -----------------
                                (Unaudited)         (Unaudited)          (Unaudited)

Net revenues                  $             -     $            -      $               -

Cost of sales                               -                  -                      -
                              ---------------     --------------      -----------------
Gross profit                                -                  -                      -

General and administrative
 expenses                              81,184            127,113              1,001,351
                              ---------------     --------------      -----------------

Net Loss from operations
 before interest income               (81,184)          (127,113)            (1,001,351)

Interest income                         4,209             13,072                 35,880
                              ---------------     --------------      -----------------

Net loss                      $       (76,975)    $     (114,041)     $        (965,471)
                              ===============     ==============      =================

Net loss per share,
 basic and diluted            $         (0.00)    $        (0.01)
                              ===============     ==============

Weighted average number
 of shares outstanding,
 basic and diluted                 16,321,090         16,271,090
                              ===============     ==============

</TABLE>
<PAGE>                                       2

<TABLE>

                              TRANSAMERICAN HOLDINGS, INC.
                            (A DEVELOPMENT STAGE ENTERPRISE)

                            STATEMENT OF STOCKHOLDERS' EQUITY



<S>                 <C>          <C>         <C>            <C>            <C>            <C>
                                                                           Deficit
                                                                           accumulated    Total
                        Common stock         Additional                    during         stock-
                    ----------------------    paid-in       Subscription   development   holders'
                    Shares       Amount       capital        receivable    stage          equity
                    ----------------------------------------------------------------------------------

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

Net loss for
 the three months ended
 March 31, 2002
 (unaudited)                                                                  (76,975)        (76,975)
                    ----------   --------  -----------         ---------    ---------     -----------
Balance at
 March 31, 2002
 (unaudited)        16,321,090   $ 16,321  $ 1,553,076         $ (83,750)   $(965,471)    $   520,176
                    ==========   ========  ===========         =========    =========     ===========





</TABLE>
<PAGE>                                       3

<TABLE>
                              TRANSAMERICAN HOLDINGS, INC.
                            (A DEVELOPMENT STAGE ENTERPRISE)

                                STATEMENTS OF CASH FLOWS

                    INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


<S>                           <C>                 <C>                 <C>
                                                                      From inception on
                                   For the three months ended         July 22, 1996 to
                               March 31, 2002     March 31, 2001      March 31, 2002
                              ---------------     --------------      -----------------
                                (Unaudited)         (Unaudited)          (Unaudited)

Cash flows provided by
 (used for) operating
 activities:
  Net loss                    $    (76,975)       $   (114,041)       $   (965,471)

Adjustments to reconcile net loss
 to net cash provided by (used for)
 operating activities:
  Depreciation                         737                 526               4,074
  Reserve for bad debt               4,725                  -               94,725
  Issuance of common stock for
   services in connection with
   private placement                    -                   -               94,500

Changes in assets and liabilities:
 (Increase) decrease in assets:
  Interest receivable               (2,362)            (13,273)             (4,725)

 Increase (decrease) in liabilities:
  Accounts payable and
   accrued expenses                    497              24,190              34,284
                              -----------------   -----------------   -----------------

  Total adjustments                  3,597              11,443             222,858
                              -----------------   -----------------   -----------------

  Net cash used for
   operating activities            (73,378)           (102,598)           (742,613)
                              -----------------   -----------------   -----------------

Cash flows provided by (used for)
 investing activities:
  Acquisition of property
   and equipment                        -                 (744)            (12,144)
  Decrease in
   notes receivable                  6,000                  -             (144,000)
  Notes receivable,
   related parties                      -             (130,000)           (357,296)
  Restricted cash                   (1,373)                 -              (32,436)
                              -----------------   -----------------   -----------------

  Net cash provided by (used for)
   investing activities              4,627            (130,744)           (545,876)
                              -----------------   -----------------   -----------------

Cash flows provided by (used for)
 financing activities:
  Proceeds from sale of
   common stock                         -                   -            1,391,147
  Payments on note payable,
   officer                         (16,540)             (5,000)              5,000
                              -----------------   -----------------   -----------------

  Net cash provided by (used for)
   financing activities            (16,540)             (5,000)          1,396,147
                              -----------------   -----------------   -----------------

Net increase (decrease) in cash    (85,291)           (238,342)            107,658
Cash, beginning of year            192,949           1,024,732                  -
                              -----------------   -----------------   -----------------

Cash, end of period           $    107,658        $    786,390        $    107,658
                              =================   =================   =================


Supplemental disclosure of cash flow information:
  No amounts were paid for
   interest or taxes


</TABLE>
<PAGE>                                       4

                  TRANSAMERICAN HOLDINGS, INC.
                (A DEVELOPMENT STAGE ENTERPRISE)

                 NOTES TO FINANCIAL STATEMENTS

               THREE MONTHS ENDED MARCH 31, 2002




(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. (the "Company") on Form
          10-KSB for the year ended December 31, 2001.

     General:

          TransAmerican Holdings, Inc., formerly Health Research,
          Ltd., was incorporated under the laws of the state of
          Nevada on July 22, 1996, and is conducting its
          operations in California.

     Business Activity:

          The Company has been in 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.

     Use of Estimates:

          The preparation of financial statements in conformity
          with accounting principles generally accepted in the
          United States of America 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
          revenues and expenses during the reporting period.
          Actual results could differ from those estimates.

     Fair Value:

          Unless otherwise indicated, the fair values of all
          reported assets and liabilities which represent
          financial instruments, none of which are held for
          trading purposes, approximate the carrying values of
          such amounts.

     Cash:

          Equivalents
          -----------
          For purposes of the statement of cash flows, cash
          equivalents include all highly liquid debt instruments
          with original maturities of three months or less which
          are not securing any corporate obligations.

          Concentration
          -------------
          The Company maintains its cash in bank deposit accounts
          which, at times, may exceed federally insured limits.
          The Company has not experienced any losses in such
          accounts.



<PAGE>                          5


                  TRANSAMERICAN HOLDINGS, INC.
                (A DEVELOPMENT STAGE ENTERPRISE)

           NOTES TO FINANCIAL STATEMENTS (CONTINUED)

               THREE MONTHS ENDED MARCH 31, 2002




(1)  Summary of Significant Accounting Policies, Continued:

     Property and Equipment:

          Property and equipment are stated at cost. Expenditures
          for maintenance and repairs are charged to earnings as
          incurred, whereas, additions, renewals, and betterments
          are capitalized. When property and equipment are
          retired or otherwise disposed of, the related cost and
          accumulated depreciation are removed from the
          respective accounts, and any gain or loss is included
          in operations. Depreciation is computed using the
          straight-line method over the estimated useful lives of
          the related assets.

     Comprehensive Income:

          The Company does not have other comprehensive income.
          Comprehensive loss consists of net loss from
          operations.

     Development Stage Enterprise:

          The Company is a development stage company as defined
          in Statement of Financial Accounting Standards 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 TransAmerican
          Holdings (Note 1) have been considered as part of the
          Company's development stage activities.

     Net Loss Per Share:

          The Company has adopted Statement of Financial
          Accounting Standard No. 128, Earnings per Share ("SFAS
          No. 128"), which is effective for annual and interim
          financial statements issued for periods ending after
          December 15, 1997.  Net loss per share has been
          computed using the weighted average number of shares
          outstanding.  As of March 31, 2002, the Company had no
          dilutive common stock such as stock options.


<PAGE>                          6




ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
          OPERATION.

Management's Discussion and Analysis.

Results of Operations

Three months ended March 31, 2002 as compared to March 31, 2001.

Revenues

     We are a development stage company.  There were no revenues
for the three months ended March 31, 2002 and March 31, 2001.

General and Administrative Expenses

     Total expenses amounted to $81,184 for the quarter ended
March 31, 2002, as compared to $127,113 at March 31, 2001.  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 $81,184 for
the quarter ended March 31, 2002, as compared to $127,113 at
March 31, 2001.

Net loss

     The Company had a net loss of $76,975 or $(0.00) per share
for the three months ended March 31, 2002 as compared to $114,041
or $(0.01) per share for the three months ended March 31, 2001.

Liquidity and Capital Resources

     Although TransAmerican has not yet finalized the acquisition
of an on-going business, we are in advanced negotiations with
various domestic and international entities.  The negotiations
are with going businesses in varied sectors of the market.  We
expect to conclude at least one of these acquisitions in the
second quarter of 2002.

     Presently, TransAmerican has no earnings from operations,
and we will continue to sustain nominal losses until we acquire
an income-generating business.  We believe that we have
sufficient working capital to cover our operating costs until we
conclude an acquisition of an on-going business.

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.


                   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.

     No matter was submitted to a vote of security holders in the
quarter covered by this report.


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: May 16, 2002                 By: /s/ Najib E. Choufani
                                      -------------------------
                                      Najib E. Choufani
                                      Chairman and CEO


Date: May 16, 2002                 By: /s/ Tarek Choufani
                                      -------------------------
                                      Tarek Choufani
                                      Director