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

       Annual Report Pursuant to Section 13 or 15(d) of the
               Securities and Exchange Act of 1934
           for the Fiscal Year ended December 31, 2002.

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

                  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)


      Securities registered under Section 12(b) of the Act:

                               NONE

      Securities registered under Section 12(g) of the Act:

                  $0.001 PAR VALUE COMMON STOCK
                         (Title of Class)


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 [ ]


Check here if the disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of the registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this 10-KSB or any
amendment to this Form 10-KSB.  [ ]

Revenues for the year ending December 31, 2002 were $0.

The aggregate market value of the voting and non-voting Common
Stock held by non-affiliates of the issuer on March 31, 2003,
based upon the closing price of such stock on that date ($1.01)
was approximately $9,876,376.  As of the date of this filing, the
Company had approximately 17,621,090 shares of Common Stock
issued and outstanding.

<PAGE>


                   TRANSAMERICAN HOLDINGS, INC.

                           FORM 10-KSB

           for the fiscal year ended December 31, 2002

                        TABLE OF CONTENTS


PART I

Item 1.   Description of Business

Item 2.   Description of Property

Item 3.   Legal Proceedings

Item 4.   Submission of Matters to a Vote of Security Holders


PART II

Item 5.   Market for Common Equity and Related Stockholder
          Matters

Item 6.   Management's Discussion and Analysis or Plan of
          Operation

Item 7.   Financial Statements

Item 8.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure


PART III

Item 9.   Directors and Executive Officers of the Registrant

Item 10.  Executive Compensation

Item 11.  Security Ownership of Certain Beneficial Owners and
          Management and Related Stockholder Matters

Item 12.  Certain Relationships and Related Transactions

Item 13.  Exhibits and Reports on Form 8-K

Item 14.  Controls and Procedures

          Signatures

<PAGE>

        SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This annual report on form 10-KSB 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.   DESCRIPTION OF BUSINESS.

History and Development of the Company.

     TransAmerican Holdings, Inc. (formerly Health Research, Ltd,
and herein referred to as "TransAmerican" or the "Company") was
incorporated in the State of Nevada on July 22, 1996, to engage
in any lawful corporate activity, including, but not limited to,
selected mergers and acquisitions.  TransAmerican's primary
objective is to develop, acquire and/or invest in companies
providing financial services, operating high-technology and
Internet-related businesses and high-growth restaurant / fast
food franchises.  We plan to leverage the benefits of our status
as a publicly-traded holding company (NASD Bulletin Board "TAHI")
and the collective knowledge and resources of our strategic
investors, executive management and advisors to assist in
developing the business strategies, operations and management
teams of portfolio companies which we develop, acquire or invest
in.

     TransAmerican is presently in the developmental stage and
was inactive until November 1999, at which time the current
management became involved.  On November 15, 1999, the Company
changed its name to TransAmerican Holdings, Inc. to better
reflect the direction and strategy of our new management team.

     TransAmerican's sole purpose until this time has been to
raise capital and to locate and acquire private on-going
businesses.  Although management has been and continues to expend
significant time, effort and resources towards identifying
possible business opportunities, TransAmerican may still be
defined as a "blank check" company under current regulatory
guidelines.  Any future business combinations or transactions may
result in a significant issuance of TransAmerican shares and
substantial dilution to our present shareholders.

     TransAmerican's primary objective is to provide our partner
companies with growth capital.  However, if necessary, our
skilled management team will help guide our partner companies in
such areas as sales and marketing, executive recruiting, human
resources, finance and technology.  We envision creating a
collaborative forum where the promotion of opportunities for
synergistic business relationships occurs among and between our
various partner companies.  Persons seeking further information
regarding TransAmerican should contact us at our executive
offices at 9601 Wilshire Boulevard, Suite 620, Beverly Hills,
California 90210, by telephone at (310) 271-9911, by facsimile at
(310) 271-7042 or by e-mail at admin@tahiusa.com.

Business Strategy Overview.

     TransAmerican is presently seeking business opportunities
primarily in the Middle East and Arabian Gulf regions and/or
U.S.-based companies that have products, services or franchisable
rights that can be exploited in the Middle East and Arabian Gulf
markets.

     The Middle East is a thriving market place.  Despite ongoing
political situations in the region, the level of wealth and the
lack of products and services is an opportunity that
TransAmerican is positioned to exploit.  TransAmerican has both a
U.S. presence as well as a knowledge of products and services
available in the U.S. marketplace, but which are non-existent, in
short supply, or without competition in the Middle East and
Arabian Gulf.  TransAmerican management has extensive business
knowledge and contacts in the Middle East and Arabian Gulf
regions, and it is this business acumen, along with the ability
to do business in a part of the world that many shy away from,
that we believe gives TransAmerican its competitive advantage and
market edge.

     As a result of our public status, TransAmerican will be able
to effectuate private placements and undertake public offerings
to (i) raise capital for funding the operations of our partner
companies; (ii) provide liquidity for our shareholders; and (iii)
use our stock as currency in future acquisitions or investment
opportunities.  When appropriate, management will craft and
deploy an exit strategy for our partner companies, either through
a merger, sale or Initial Public Offering (IPO), to further
enhance shareholder value for TransAmerican and our partner
companies.

     TransAmerican's goal is to become a significant financial
services, high-technology, Internet and franchise holding company
by developing, acquiring and investing in emerging companies to
help them establish a significant presence in major segments of
the economy.  By focusing on emerging companies, TransAmerican
will be able to capitalize on new opportunities and to attract
and develop leading partner companies in their early stages of
growth.  We intend to accomplish these goals by:

     -    creating or identifying emerging high-technology,
          Internet and franchise companies with the potential to
          become industry leaders;
     -    acquiring significant interests in emerging companies
          and incorporating them into our collaborative network;
     -    providing capital in order to fuel the growth of our
          partner companies;
     -    providing strategic guidance and operational support to
          our partner companies, if needed;
     -    promoting collaboration among our partner companies;
     -    crafting and implementing exit strategies for our
          partner companies to harvest value; and
     -    creating an Internet website for our portfolio of
          partner companies to maximize exposure.


PROSPECTIVE OPPORTUNITIES

     The Opportunities set forth below represent companies with
which TransAmerican has entered into agreements for acquisition,
investment and/or distribution, but which transactions have not
yet been concluded due to various factors including, without
limitation, ongoing due diligence and commitment of necessary
funding.  Please also refer to Notes 5 and 9 to the Financial
Statements filed herewith for a further discussion of the
Company's acquisitions of Shaden Al Khaleej Est. and the All
Seasons Resort.

KMK Restaurants Ltd. / Burger King Franchisee

     TransAmerican has executed a Heads of Terms Agreement
(Letter of Intent) to acquire a 49% interest in KMK Restaurants
Ltd., a U.K. company ("KMK").  KMK is a franchisee of Burger King
Corporation (www.BurgerKing.com) and operates ten restaurants in
the U.K.  As a result of its solid history of growth, KMK is in a
position to expand and take a more aggressive stance in terms of
its future growth.

Toastissimo

     TransAmerican has entered into an Exclusive Option to
Purchase Agreement to acquire 87% of Toastissimo France
(www.Toastissimo.fr), as well as 100% of the international
trademark registrations, brand goodwill and any other related
intellectual property.  The Agreement includes the acquisition of
the 27 existing Toastissimo restaurants and bakeries.
Toastissimo is a successful French fast food concept that appeals
to consumers who are not only concerned about the nutritional
content of their meals, but also want superior quality food
served quickly.

Newscanner Ltd.

     TransAmerican has entered into a Distribution Agreement with
Newscanner Ltd. (www.Newscanner.net) to distribute "The Eyeball"
throughout the Middle East, the Arabian Gulf and North Africa.
The Eyeball is a new, versatile 360 degree electronic display
that can be positioned on a wall, suspended from a ceiling or
placed on top of a partition, crossbeam or column.  TransAmerican
intends to market The Eyeball primarily for:

     -    Information / Live Data Feeds.  Large amounts of timely
          information can be displayed at reading speeds in train
          stations, airports, bus terminals, reception areas,
          hotel lobbies, schools, theme and amusement parks,
          sports arenas, libraries and any other public place.
          The Eyeball can be remotely contacted by modem,
          allowing corporate or regional headquarters to send
          information to selected Eyeball units.  In addition,
          live feeds can be arranged from various reporting
          agencies providing local, regional, national and global
          news; financial news; sports scores; and other areas of
          interest.

     -    Security Systems.  An optional high-resolution video
          camera can be enclosed in the Eyeball unit to provide
          surveillance capability for crime deterrence and other
          security applications.  The video feed can be sent back
          to a specified control center where networked or single
          units can send coded messages to quickly deploy
          security personnel to problem areas.

     The Eyeball's three-inch high letters can read clearly up to
60 feet away and from every direction, making the potential uses
for the system limitless.  TransAmerican also intends to
distribute a multi-lingual version of The Eyeball in the future.


RISK FACTORS

     TransAmerican's business is subject to certain risk factors,
including the following:

     -    The Company's Lack of Operating History Will Result in
          Continued Losses until a Business Combination Can Be
          Completed.  The Company has had no operating history
          nor any revenues or earnings from operations.  The
          Company will sustain operating expenses without
          corresponding revenues, at least until the consummation
          of a business combination, which will result in the
          Company continuing to incur a net operating loss which
          will increase continuously until the Company can
          consummate a business combination with a profitable
          business opportunity.  There is no assurance that the
          Company can identify such a business opportunity and/or
          consummate such a business combination.

     -    The Company's Success Is Dependent upon the Management
          of a Business to Be Acquired.  The success of the
          Company's proposed plan of operation will depend to a
          great extent on the operations, financial condition and
          management of the identified business opportunity.
          When the Company completes a business combination, the
          success of the acquired company's operations will be
          dependent upon management of the acquired company and
          numerous other factors.

     -    We Rely on our Management Team and Employees.  Our
          success will depend to a large degree upon the efforts
          of our management, finance, marketing and technology
          personnel. Our success will also depend on our ability
          to attract and retain additional qualified management,
          finance, marketing and technology personnel.  Hiring
          employees with the combination of skills and attributes
          required to carry out our expansion strategy is
          extremely competitive.  We do not have "key person"
          life insurance policies upon any of our of our officers
          or other personnel.  The loss of the services of key
          personnel together with an inability to attract
          qualified replacements could adversely affect
          prospective growth.

     -    There Is Strong Competition for Business Opportunities.
          The Company is and will continue to be a participant in
          the business of seeking mergers with, joint ventures
          with and acquisitions of small private and public
          entities.  A large number of established entities,
          including venture capital firms, are also active in
          mergers and acquisitions of companies and such entities
          may have greater financial resources, technical
          expertise and managerial capabilities and,
          consequently, the Company will be at a competitive
          disadvantage.  The Company will also compete in seeking
          merger or acquisition candidates with other small
          public companies.

     -    If the Company Were to Be Classified as an Investment
          Company, Regulatory and Compliance Costs Will Be
          Significantly Greater.  Although the Company is subject
          to regulation under the 1934 Act, management believes
          the Company will not be subject to regulation under the
          Investment Company Act of 1940, insofar as the Company
          will not be engaged in the business of investing or
          trading in securities.  In the event the Company
          engages in business combinations which result in the
          Company holding passive investment interests in a
          number of entities, the Company could be subject to
          regulation under the Investment Company Act of 1940.
          In such event, the Company would be required to
          register as an investment company and could be expected
          to incur significant registration and compliance costs.
          The Company 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 the Company to material adverse consequences.

     -    A Policy of No Change in Control and Management May
          Limit Business Opportunities.  A business combination
          involving the issuance of the Company's Common Stock
          will result in shareholders of a private company
          obtaining an interest in the Company.  The Company,
          however, does not expect to enter into any business
          combination which would require management of the
          Company to sell or transfer all or a portion of the
          Company's Common Stock held by them, resign as members
          of the Board of Directors of the Company, or otherwise
          result in change in control of the Company.  This
          policy may limit the number of business opportunities
          the Company will consider.

     -    A Reduction of Percentage Share Ownership May Result
          Following a Business Combination.  The Company's
          primary plan of operation is based upon a business
          combination with a private concern which may result in
          the Company issuing securities to shareholders of any
          private company.  The Company does not contemplate the
          issuance of previously authorized and unissued Common
          Stock of the Company which would result in reduction in
          percentage of shares owned by present and prospective
          shareholders of the Company that may result in a change
          in control or management of the Company.

     -    Requirement of Audited Financial Statements May
          Disqualify Some Business Opportunities.  Management of
          the Company believes that any potential business
          opportunity must provide audited financial statements
          for review, for the protection of all parties to the
          business combination.  One or more attractive business
          opportunities may choose to forego the possibility of a
          business combination with the Company, rather than
          incur the expenses associated with preparing audited
          financial statements.

     -    A Limited Trading Market May Adversely Affect the
          Company's Ability to Complete Acquisitions.  There is a
          limited trading market for the Company's Common Stock
          at the present time.  There can be no assurance that an
          active trading market will develop.  One or more
          attractive business opportunities may choose to forego
          the possibility of a business combination with the
          Company due to such liquidity concerns.


ITEM 2.   DESCRIPTION OF PROPERTY.

     TransAmerican maintains its principal executive offices at
9601 Wilshire Boulevard, Suite 620, Beverly Hills, California
90210, which we utilize as our main corporate business office.
Our lease is for a term of four (4) years, commencing on July 1,
2000, with an annual rental rate of $112,499 for the year ended
December 31, 2003.  The space consists of approximately 3,080
square feet, which is, in the opinion of management, adequate for
the Company's needs for the foreseeable future.  The office is
covered by insurance on the premises and its contents under a
policy issued by Farmer's Insurance Company.


ITEM 3.   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 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

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



                             PART II


ITEM 5.   MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS

     (a)  Market Information.

     Our Common Stock is presently listed and traded on the
National Association of Securities Dealers' Over-The-Counter
Bulletin Board under the symbol "TAHI".  However, there is
currently no "established trading market" for the Company's
Common Stock, and no assurance can be given that any current
market for the Company's Common Stock will continue to develop or
be maintained.  For any market that develops for the Company's
Common Stock, the sale of "restricted securities" (common stock)
pursuant to Rule 144 of the Securities and Exchange Commission by
members of management, or any other person to whom any such
securities may be issued in the future may have a substantial
adverse impact on any such public market.  A minimum holding
period of one year is required for resales under Rule 144, along
with other pertinent provisions, including publicly available
information concerning the Company; limitations on the volume of
"restricted securities" which can be sold in any 90 day period;
the requirement of unsolicited broker's transactions; and the
filing of a Notice of Sale of Form 144.

     As of the date of this filing, TransAmerican has
approximately 120 common shareholders of record, not including an
undetermined number of common shareholders holding shares in
"street name" in brokerage accounts, holding 17,621,090 shares of
Common Stock.

     The table below reflects the high and low "bid" and "ask"
quotations for the Company's Common Stock for each of the
calendar years covered by this report.  The prices reflect
inter-dealer prices, without retail mark-up, mark-down or
commission and do not necessarily represent actual transactions.


   2002              HIGH                LOW
-----------         ------              ------
1st Quarter         0.05                0.02
2nd Quarter         0.23                0.04
3rd Quarter         1.01                0.14
4th Quarter         1.01                0.20


   2001              HIGH                LOW
-----------         ------              ------
1st Quarter         2.50                1.25
2nd Quarter         4.00                2.00
3rd Quarter         1.01                0.15
4th Quarter         0.12                0.02


     (b)  Other.

     TransAmerican securities are considered low-priced or
"designated" securities under rules promulgated under the
Securities and Exchange Act of 1934.  Penny Stock Regulation and
Broker-Dealer practices in connection with transactions in "Penny
Stocks" are regulated by certain rules adopted by the Securities
and Exchange Commission.  Rule 15g-9 under the Exchange Act
establishes the definition of a "penny stock," for purposes
relevant to the Company, as any equity security that has a market
price of less than $5.00 per share or with an exercise price of
less than $5.00 per share, subject to certain exceptions.  For
any transaction involving a penny stock, unless exempt, the rules
require: (i) that a broker or dealer approve a person's account
for transactions in penny stocks; and (ii) the broker or dealer
receive from the investor a written agreement to the transaction,
setting forth the identity and quantity of the penny stock to be
purchased.  In order to approve a person's account for
transactions in penny stocks, the broker or dealer must (i)
obtain financial information and investment experience and
objectives of the person; and (ii) make a reasonable
determination that the transactions in penny stocks are suitable
for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the
risks of transactions in penny stocks.  The broker or dealer must
also deliver, prior to any transaction in a penny stock, a
disclosure schedule prepared by the Commission relating to the
penny stock market, which, in highlight form, (i) sets forth the
basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer  received a
signed, written agreement from the investor prior to the
transaction.  Disclosure also has to be made about the risks of
investing in penny stock in both public offering and in secondary
trading, and about commissions payable to both the broker-dealer
and the registered representative, current quotations for the
securities and the rights and remedies available to an investor
in cases of fraud in penny stock transactions.  Finally, monthly
statements have to be sent disclosing recent price information
for the penny stock held in the account and information on the
limited market in penny stocks.  Therefore, the Company's stock
will become subject to the penny stock rules and investors may
find it more difficult to sell their securities, should they
desire to do so.

     For initial listing on the NASDAQ SmallCap Market, a company
must have net tangible assets of $4 million; or a market
capitalization of $50 million; or a net income (in the latest
fiscal year or two of the last fiscal years) of $750,000; a
public float of 1,000,000 shares with a market value of $5
million; a minimum bid price of $4.00; and three market makers.
In addition, there must be 300 shareholders holding 100 shares or
more, and the company must have an operating history of at least
one year or a market capitalization of $50 million.

     For continued listing on the NASDAQ SmallCap Market, a
company must have net tangible assets of $2 million; or a market
capitalization of $35 million; or a net income (in the latest
fiscal year or two of the last fiscal years) of $500,000; a
public float of 500,000 shares with a market value of $1 million;
a minimum bid price of $1.00; and two market makers.  In
addition, there must be 300 shareholders holding 100 shares or
more.

     Management intends to strongly consider undertaking a
transaction with any merger or acquisition candidate which will
allow the Company's securities to be traded without the aforesaid
limitations.  However, there can be no assurances that, upon a
successful merger or acquisition, the Company will qualify its
securities for listing on NASDAQ or some other national exchange,
or be able to maintain the maintenance criteria necessary to
insure continued listing.  The failure of the Company to qualify
its securities or to meet the relevant maintenance criteria after
such qualification in the future may result in the discontinuance
of the inclusion of the Company's securities on a national
exchange.  In such event, trading, if any, in the Company's
securities may then continue in the non-NASDAQ over-the-counter
market.  As a result, a shareholder may find it more difficult to
dispose of, or to obtain accurate quotations as to the market
value of, the Company's securities.

     (c)  Dividends.

     The payment of dividends is within the discretion of the
TransAmerican Board of Directors.  We currently intend to retain
all earnings, if any, in the foreseeable future for use in the
development of our business.  We have not paid cash dividends
since inception.  We do not anticipate that any dividends will be
paid in the foreseeable future, and there can be no assurance
that dividends can or will ever be paid.  Declaration of Common
Stock dividends will remain within the discretion of our Board of
Directors and will depend upon TransAmerican's growth,
profitability, financial condition, general business conditions
and other relevant factors.

     (d)  Reports to Shareholders.

     TransAmerican intends to furnish our shareholders with
annual reports containing audited financial statements and such
other periodic reports as we may determine to be appropriate or
as may be required by law.  We are required to comply with
periodic reporting, proxy solicitation and certain other
requirements by the Securities Exchange Act of 1934.

     (e)  Transfer Agent.

     The Transfer Agent for TransAmerican Common Stock is
Manhattan Transfer Registrar Co., 58 Dorchester Road, Lake
Ronkonkoma, New York 11779.

     (f)  Changes in Securities.

     During the fourth quarter of the fiscal year covered by this
report, the Company sold a total of 500,000 shares of common
voting stock to various individuals outside the United States.
The shares were sold at prices ranging from $0.18 to $0.30 per
share representing a total purchase price and proceeds to the
Company of approximately $120,535.  We did not publicly offer any
securities and no underwriter was utilized.  We paid no other
finder's fees, discounts or commissions in connection with the
above offers and sales.  The offers and sales were exempt
pursuant to Sections 4(2) and 5 of the Act, Regulations D and S,
respectively, promulgated thereunder, and pursuant to Section
25102(f) of the California Corporations Code.  The purchasers
acquired the shares for their own account with no then present
intention of dividing their interests with others or of reselling
or otherwise disposing of all or any portion of the shares.  The
shares were offered and sold in private transactions, which were
not part of a distribution of the shares, and, in the case of
those shares sold pursuant to Regulation S, the offers and sales
were made in offshore transactions and there were no directed
selling efforts in the United States in connection therewith.
We, or our officers or directors or our or their affiliates or
representatives, had a pre existing personal or business
relationship with each of the individuals purchasing the shares.

     The proceeds from the above sales of unregistered securities
were used primarily to fund the day to day operations of the
Company.


ITEM 6.   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.  These
accounting policies are described at relevant sections in this
discussion and analysis and in the notes to the financial
statements included in our Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2002.

Results of Operations.

     TransAmerican's current cash assets decreased from $192,949
at December 31, 2001, to $135,404 at December 31, 2002.  The
decrease in cash resulted primarily from an increase in cash used
for operating activities for the year ended December 31, 2002, as
compared with the year ended December 31, 2001.  We received cash
as a result of the sale of additional shares of our Common Stock.
All share sales and issuances were made in compliance with all
applicable federal and state securities laws.

     Total expenses decreased to $513,402 for the year ended
December 31, 2002, as compared to $595,075 for the year ended
December 31, 2001.  The decrease in expenses resulted primarily
from a reduction in bad debt expense and a reduction in travel
due to the tensions in the Middle East and overall global
political environment.  The expenses resulted primarily from
professional fees and expenses incurred by the Company in the
ordinary course of business and in our review of potential
acquisition candidates.  In addition, management, in consultation
with our auditors, has determined that the $46,725 note
receivable from ToySyndicate, Inc. is uncollectible as of the
date of this filing and, therefore, must be charged to expenses.

     Although TransAmerican has not yet finalized the acquisition
of an on-going business, we have entered into definitive
agreements to acquire several going businesses, secured several
Letters of Intent, Memorandums of Understanding and Exclusive
Options to Acquire various domestic and international entities,
while also pursuing advanced negotiations with numerous other
entities.  The acquisition agreements, LOIs, MOUs, option
agreements and negotiations are with going businesses in varied
sectors of the market.  (See Part I, Item 1, Description of
Business).  We expect to conclude at least one of these
acquisitions in the second quarter of 2003.

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

Plan of Operation.

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.  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.
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 business opportunities
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 Annual Report on Form 10-KSB 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 Annual Report.  The statements, and
"Part II, Item 6, Management's Discussion and Analysis or Plan of
Operation", describe certain factors, among others, which could
contribute to or cause such differences.

     Readers are cautioned not to place undue reliance on any
forward-looking statements contained herein, which speak only as
of the date hereof.  The Company undertakes no obligation to
publicly release the result of any revisions to these
forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence
of unexpected events.


ITEM 7.   FINANCIAL STATEMENTS.

     The following financial statements are attached to this
report and filed as a part hereof:

     1)   Audited Consolidated Financial Statements as of
          December 31, 2002 and 2001


<PAGE>



                  TRANSAMERICAN HOLDINGS, INC.
                (A DEVELOPMENT STAGE ENTERPRISE)

                      FINANCIAL STATEMENTS

                  YEAR ENDED DECEMBER 31, 2002




                             CONTENTS

                                                       Page

Independent Auditors' Report                           1

Financial Statements:
  Balance Sheet                                        2
  Statements of Operations                             3
  Statement of Stockholders' Equity                    4
  Statements of Cash Flows                             5
  Notes to Financial Statements                        6-14



<PAGE>


                   INDEPENDENT AUDITORS' REPORT




Board of Directors
TransAmerican Holdings, Inc.
Beverly Hills, California


We have audited the accompanying balance sheet of TransAmerican
Holdings, Inc. as of December 31, 2002, and the related
statements of operations, stockholders' equity and cash flows for
the two years then ended. These financial statements are the
responsibility of the Company's management.  Our responsibility
is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with auditing standards
generally accepted in the United States of America.  Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of TransAmerican Holdings, Inc. as of December 31, 2002, and the
results of its operations and its cash flows for the two years
then ended in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  The Company
has incurred net losses from operations, which raises substantial
doubt about the Company's ability to continue as a going concern.
Management's plan in regard to these matters is described in Note
2.  The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.


/s/ STONEFIELD JOSEPHSON, INC.
CERTIFIED PUBLIC ACCOUNTANTS

Santa Monica, California
April 12, 2003


<PAGE>                          1
<TABLE>
                              TRANSAMERICAN HOLDINGS, INC.
                            (A DEVELOPMENT STAGE ENTERPRISE)

                                      BALANCE SHEET
                                    DECEMBER 31, 2002


                                         ASSETS

<S>                                          <C>            <C>
Current assets:
  Cash                                        $   135,404
  Note receivable, related parties                239,360
                                              -----------

Total current assets                                      $   374,764

Property and equipment, net of
  accumulated depreciation,
  including project acquired from
  related party of $2,200,000                               2,205,955

Cash - restricted                                              32,866

Other assets                                                   10,000
                                                          -----------
                                                          $ 2,623,585
                                                          ===========


                           LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses       $    13,872
  Payable to related party                      2,200,000
                                              -----------

Total current liabilities                                 $ 2,213,872

Stockholders' equity:
  Common stock; $.001 par value, 100,000,000
   shares authorized, 18,471,090 shares
   issued and 17,621,090 outstanding          $    17,621
  Additional paid-in capital                    1,872,281
  Subscriptions receivable                        (83,750)
  Deficit accumulated during
   development stage                           (1,396,439)
                                              -----------

Total stockholders' equity                                    409,713
                                                          -----------

                                                          $ 2,623,585
                                                          ===========


        The accompanying notes are an integral part of these financial statements.

</TABLE>
<PAGE>                                       2

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

                                STATEMENTS OF OPERATIONS



<S>                           <C>                 <C>                 <C>
                                                                      From inception on
                                        For the year ended            July 22, 1996 to
                              December 31, 2002   December 31, 2001   December 31, 2002
                              -----------------   -----------------   -----------------

Net revenues                  $         -         $         -         $         -

Cost of sales                           -                   -                   -
                              -----------------   -----------------   -----------------

Gross profit                            -                   -                   -

General and
 administrative expenses           513,402             595,075           1,433,569
                              -----------------   -----------------   -----------------

Net loss from operations
 before interest income       $   (513,402)           (595,075)       $ (1,433,569)

Interest income                      5,459              31,671              37,130
                              -----------------   -----------------   -----------------

Net loss                      $   (507,943)       $   (563,404)       $ (1,396,439)
                              =================   =================   =================

Net loss per share,
 basic and diluted            $      (0.03)       $     (0.03)
                              =================   =================

Weighted average number of
 shares outstanding, basic
 and diluted                    17,397,802          16,296,090
                              =================   =================



        The accompanying notes are an integral part of these financial statements.

</TABLE>
<PAGE>                                       3

<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
 July 22, 1996 (inception)   -  $       -    $       -      $         -    $         -    $         -

Issuance of common stock
 for cash during
 July 1996 (restated
 for forward stock
 split)              2,000,000      2,000        3,000                                          5,000

Issuance of common stock
 in exchange for services
 in November 1999      100,000        100                                                         100

Issuance of common stock
 for cash during
 November 1999       9,200,000      9,200                                                       9,200

Accumulated net loss for
 the period from July 22,
 1996 (inception) to
 December 31, 1999                                                             (5,100)         (5,100)
                    ----------   --------  -----------         ---------    ---------     -----------
Balance at
 January 1, 2000    11,300,000   $ 11,300    $   3,000      $              $   (5,100)    $     9,200

Issuance of common stock
 for cash during
 March 2000          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, net of
 shares issued
 for services        1,918,000      1,918      670,790                                        672,708

Issuance of common stock
 for cash during
 June 2000             913,000        913      142,150                                        143,063

Issuance of common stock
 for cash during
 July 2000             465,000        465      226,337           (33,750)                     193,052

Net loss for
 the year ended
 December 31, 2000                                                           (319,992)       (319,992)
                    ----------   --------  -----------         ---------    ---------     -----------
Balance at
 December 31, 2000  16,271,090   $ 16,271  $ 1,453,147         $ (33,750)   $(325,092)    $ 1,110,576

Issuance of common stock
 for cash during
 June 2001              50,000         50       99,929           (50,000)                      49,979

Net loss for
 the year ended
 December 31, 2001                                                           (563,404)       (563,404)
                    ----------   --------  -----------         ---------    ---------     -----------
Balance at
 December 31, 2001  16,321,090   $ 16,321  $ 1,553,076         $ (83,750)   $(888,496)    $   597,151
                    ----------   --------  -----------         ---------    ---------     -----------

Issuance of common stock
 for cash during
 September 2002        800,000        800      199,170                                        199,970

Issuance of common stock
 for cash during
 October 2002          100,000        100       29,870                                         29,970

Issuance of common stock
 for cash during
 December 2002         400,000        400       90,165                                         90,565

Net loss for
 the year ended
 December 31, 2002                                                           (507,943)       (507,943)
                    ----------   --------  -----------         ---------    ---------     -----------
Balance at
 December 31, 2002  17,621,090   $ 17,621  $ 1,872,281         $ (83,750) $(1,396,439)    $   409,713
                    ==========   ========  ===========         =========    =========     ===========



        The accompanying notes are an integral part of these financial statements.

</TABLE>
<PAGE>                                       4

<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 year ended            July 22, 1996 to
                              December 31, 2002   December 31, 2001   December 31, 2002
                              -----------------   -----------------   -----------------

Cash flows used for
 operating activities:
  Net loss                    $   (507,943)       $   (563,404)       $ (1,396,439)

Adjustments to reconcile net loss
 to net cash provided by (used for)
 operating activities:
  Depreciation                       2,952               2,334               6,289
  Bad debt                          46,725              90,000             136,725
  Issuance of common stock for
   services in connection with
   private placement                    -                   -               94,500

Changes in assets and liabilities:
 (Increase) decrease in assets:
  Interest receivable                   -               (2,363)             (2,363)
  Other assets                          -                   -              (10,000)

 Increase (decrease) in liabilities:
  Accounts payable and
   accrued expenses                (19,915)             14,941              13,872
                              -----------------   -----------------   -----------------

  Total adjustments                 29,762             104,912             239,023
                              -----------------   -----------------   -----------------

  Net cash used for
   operating activities           (478,181)           (458,492)         (1,157,416)
                              -----------------   -----------------   -----------------

Cash flows provided by (used for)
 investing activities:
  Acquisition of property
   and equipment                      (100)             (2,116)            (12,244)
  Notes receivable                   8,000             (90,000)           (132,000)
  Notes receivable,
   related parties                 115,574            (342,296)           (241,722)
  Restricted cash                   (1,803)               (398)            (32,866)
                              -----------------   -----------------   -----------------

  Net cash provided by (used for)
   investing activities            121,671            (434,810)           (418,832)
                              -----------------   -----------------   -----------------

Cash flows provided by
 financing activities:
  Proceeds from sale of
   common stock                    320,505              49,979           1,711,652
  Proceeds from note payable,
   officer                              -               11,540              21,540
  Payments on note payable,
   officer                         (21,540)                 -              (21,540)
                              -----------------   -----------------   -----------------

  Net cash provided by
   financing activities            298,965              61,519           1,711,652
                              -----------------   -----------------   -----------------

Net increase (decrease) in cash    (57,545)           (831,783)            135,404
Cash, beginning of year            192,949           1,024,732                  -
                              -----------------   -----------------   -----------------

Cash, end of period           $    135,404        $    192,949        $    135,404
                              =================   =================   =================


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

Supplemental disclosure of non-cash investing activities:
 In August 2002, the Company acquired an 80% interest in a tourist resort
 project in Sahel Alma, Kesrwan, Lebanon, from a related party for a note
 payable to the related party in the amount of $2,200,000.


        The accompanying notes are an integral part of these financial statements.

</TABLE>
<PAGE>                                       5



                  TRANSAMERICAN HOLDINGS, INC.
                (A DEVELOPMENT STAGE ENTERPRISE)

                 NOTES TO FINANCIAL STATEMENTS

             YEARS ENDED DECEMBER 31, 2002 AND 2001



(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:

     Basis of Presentation:

     The accompanying financial statements have been prepared
     assuming that the Company will continue as a going concern.
     As shown in the accompanying financial statements, the
     Company has incurred net losses from operations and has no
     established source of revenue, which raises substantial
     doubt about the Company's ability to continue as a going
     concern.  Accordingly, the Company is dependent upon
     management and/or significant shareholders to provide
     sufficient working capital to preserve the integrity of the
     corporate entity at this time.  It is the intent of
     management and significant shareholders to continue to
     provide sufficient working capital necessary to support and
     preserve the Company as a going concern.

     The financial statements do not include any adjustments
     relating to the recoverability and classification of
     recorded asset amounts and classifications of liabilities
     that might be necessary should the Company be unable to
     continue its existence.

     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.

     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 periods.  Actual results could differ from those
     estimates.



<PAGE>                          6

                  TRANSAMERICAN HOLDINGS, INC.
                (A DEVELOPMENT STAGE ENTERPRISE)

           NOTES TO FINANCIAL STATEMENTS (CONTINUED)

             YEARS ENDED DECEMBER 31, 2002 AND 2001



(2)  Summary of Significant Accounting Policies, Continued:

     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.

     Comprehensive Loss:

     For the years ended December 31, 2002 and 2001, and for the
     period from July 22, 1996 (inception) to December 31, 2002,
     the Company has no items that represent other comprehensive
     loss and, therefore, has not included a Statement of
     Comprehensive Loss in the financial statements.

     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.




<PAGE>                          7

                  TRANSAMERICAN HOLDINGS, INC.
                (A DEVELOPMENT STAGE ENTERPRISE)

           NOTES TO FINANCIAL STATEMENTS (CONTINUED)

             YEARS ENDED DECEMBER 31, 2002 AND 2001



(2)  Summary of Significant Accounting Policies, Continued:

     Income Taxes:

     In accordance with SFAS No. 109, "Accounting for Income
     Taxes," income taxes are accounted for under the asset and
     liability method.  Deferred tax assets and liabilities are
     recognized for the future tax consequences attributable to
     differences between the financial statement carrying amounts
     of existing assets and liabilities and their respective tax
     bases and operating loss and tax credit carryforwards.
     Deferred tax assets and liabilities are measured using
     enacted tax rates expected to apply to taxable income in the
     years in which those temporary differences are expected to
     be recovered or settled.  The effect on deferred tax assets
     and liabilities of a change in tax rates is recognized in
     income in the period that includes the enactment date.

     Basic and Diluted Loss Per Share:

     In accordance with SFAS No. 128, "Earnings Per Share," basic
     loss per common share is computed by dividing net loss
     available to common stockholders less preferred dividends by
     the weighted average number of common shares outstanding.
     Diluted loss per common share is computed similar to basic
     loss per common share except that the denominator is
     increased to include the number of additional common shares
     that would have been outstanding if potential common shares
     had been issued and if the additional common shares were
     dilutive.  As of December 31, 2002, the Company has no
     dilutive common stock equivalents such as stock options and
     warrants.

     New Accounting Pronouncements:

     In July 2001, the FASB issued SFAS No. 141 "Business
     Combinations."  SFAS No. 141 supersedes Accounting
     Principles Board ("APB") No. 16 and requires that any
     business combinations initiated after June 30, 2001 be
     accounted for as a purchase, therefore, eliminating the
     pooling-of-interest method defined in APB 16.  The statement
     is effective for any business combination initiated after
     June 30, 2001 and shall apply to all business combinations
     accounted for by the purchase method for which the date of
     acquisition is July 1, 2001 or later.  The Company has
     implemented this pronouncement and has concluded that the
     adoption has no material impact to the financial statements.

     In July 2001, the FASB issued SFAS No. 142, "Goodwill and
     Other Intangible Assets."  SFAS No. 142 addresses the
     initial recognition, measurement and amortization of
     intangible assets acquired individually or with a group of
     other assets (but not those acquired in a business
     combination), and addresses the amortization provisions for
     excess cost over fair value of net assets acquired or
     intangibles acquired in a business combination.  The
     statement is effective for fiscal years beginning after
     December 15, 2001, and is effective July 1, 2001 for any
     intangibles acquired in a business combination initiated
     after June 30, 2001.  The Company has implemented this
     pronouncement and has concluded that the adoption has no
     material impact to the financial statements.

<PAGE>                          8

                  TRANSAMERICAN HOLDINGS, INC.
                (A DEVELOPMENT STAGE ENTERPRISE)

           NOTES TO FINANCIAL STATEMENTS (CONTINUED)

             YEARS ENDED DECEMBER 31, 2002 AND 2001



(2)  Summary of Significant Accounting Policies, Continued:

     New Accounting Pronouncements, Continued:

     In October 2001, the FASB issued SFAS No. 143, "Accounting
     for Asset Retirement Obligations," which requires companies
     to record the fair value of a liability for asset retirement
     obligations in the period in which they are incurred.  The
     statement applies to a company's legal obligations
     associated with the retirement of a tangible long-lived
     asset that results from the acquisition, construction, and
     development or through the normal operation of a long-lived
     asset.  When a liability is initially recorded, the company
     would capitalize the cost, thereby increasing the carrying
     amount of the related asset.  The capitalized asset
     retirement cost is depreciated over the life of the
     respective asset while the liability is accreted to its
     present value.  Upon settlement of the liability, the
     obligation is settled at its recorded amount or the company
     incurs a gain or loss.  The statement is effective for
     fiscal years beginning after June 30, 2002.  The Company
     does not expect the adoption to have a material impact to
     the Company's financial position or results of operations.

     In October 2001, the FASB issued SFAS No. 144, "Accounting
     for the Impairment or Disposal of Long-Lived Assets".  SFAS
     No. 144 addresses the accounting and reporting for the
     impairment or disposal of long-lived assets.  The statement
     provides a single accounting model for long-lived assets to
     be disposed of.  New criteria must be met to classify the
     asset as an asset held-for-sale.  This statement also
     focuses on reporting the effects of a disposal of a segment
     of a business.  This statement is effective for fiscal years
     beginning after December 15, 2001.  The Company has
     implemented this pronouncement and has concluded that the
     adoption has no material impact to the financial statements.

     In April 2002, the FASB issued SFAS No. 145, "Rescission of
     FASB Statements No. 4, 44, and 64, Amendment of FASB
     Statement No. 13, and Technical Corrections."  SFAS No.145
     rescinds SFAS No. 4, "Reporting Gains and Losses from
     Extinguishment of Debt", and an amendment of that Statement,
     SFAS No. 64, "Extinguishments of Debt Made to Satisfy
     Sinking-Fund Requirements," and SFAS No. 44, "Accounting for
     Intangible Assets of Motor Carriers".  This Statement amends
     SFAS No. 13, "Accounting for Leases," to eliminate an
     inconsistency between the required accounting for
     sale-leaseback transactions and the required accounting for
     certain lease modifications that have economic effects that
     are similar to sale-leaseback transactions.  The Company
     does not expect the adoption to have a material impact to
     the Company's financial position or results of operations.




<PAGE>                          9

                  TRANSAMERICAN HOLDINGS, INC.
                (A DEVELOPMENT STAGE ENTERPRISE)

           NOTES TO FINANCIAL STATEMENTS (CONTINUED)

             YEARS ENDED DECEMBER 31, 2002 AND 2001



(2)  Summary of Significant Accounting Policies, Continued:

     New Accounting Pronouncements, Continued:

     In June 2002, the FASB issued SFAS No. 146, "Accounting for
     Costs Associated with Exit or Disposal Activities".  SFAS
     No. 146 requires companies to recognize costs associated
     with exit or disposal activities when they are incurred
     rather than at the date of a commitment to an exit or
     disposal plan, as previously required under Emerging Issues
     Task Force ("EITF") Issue 94-3.  A fundamental conclusion
     reached by the FASB in this statement is that an entity's
     commitment to a plan, by itself, does not create a present
     obligation to others that meets the definition of a
     liability.  SFAS No. 146 also establishes that fair value is
     the objective for initial measurement of the liability.  The
     provisions of this statement are effective for exit or
     disposal activities that are initiated after December 31,
     2002.  The Company does not expect the adoption to have a
     material impact to the Company's financial position or
     results of operations.

     In October 2002, the FASB issued SFAS No. 147, "Acquisitions
     of Certain Financial Institutions-an amendment of FASB
     Statements No. 72 and 144 and FASB Interpretation No. 9".
     SFAS No. 147 removes acquisitions of financial institutions
     from the scope of both SFAS No. 72 and Interpretation 9 and
     requires that those transactions be accounted for in
     accordance with SFAS No. 141, "Business Combinations", and
     SFAS No. 142, "Goodwill and Other Intangible Assets".  In
     addition, this Statement amends SFAS No. 144, "Accounting
     for the Impairment or Disposal of Long-Lived Assets", to
     include in its scope long-term customer-relationship
     intangible assets of financial institutions such as
     depositor- and borrower-relationship intangible assets and
     credit cardholder intangible assets.  The requirements
     relating to acquisitions of financial institutions are
     effective for acquisitions for which the date of acquisition
     is on or after October 1, 2002.  The provisions related to
     accounting for the impairment or disposal of certain
     long-term customer-relationship intangible assets are
     effective on October 1, 2002.  The adoption of this
     Statement did not have a material impact to the Company's
     financial position or results of operations as the Company
     has not engaged in either of these activities.

     In December 2002, the FASB issued SFAS No. 148, "Accounting
     for Stock-Based Compensation-Transition and Disclosure".
     SFAS No. 148 amends SFAS No. 123, "Accounting for
     Stock-Based Compensation", to provide alternative methods of
     transition for a voluntary change to the fair value based
     method of accounting for stock-based employee compensation.
     In addition, this Statement amends the disclosure
     requirements of SFAS No. 123 to require prominent
     disclosures in both annual and interim financial statements
     about the method of accounting for stock-based employee
     compensation and the effect of the method used on reported
     results.  The transition guidance and annual disclosure
     provisions of SFAS No. 148 are effective for fiscal years
     ending after December 15, 2002, with earlier application
     permitted in certain circumstances.  The interim disclosure
     provisions are effective for financial reports containing
     financial statements for interim periods beginning after
     December 15, 2002.  The adoption of this statement did not
     have a material impact on the Company's financial position
     or results of operations, as the Company has not issued any
     stock-based employee compensation.

<PAGE>                          10

                  TRANSAMERICAN HOLDINGS, INC.
                (A DEVELOPMENT STAGE ENTERPRISE)

           NOTES TO FINANCIAL STATEMENTS (CONTINUED)

             YEARS ENDED DECEMBER 31, 2002 AND 2001



(2)  Summary of Significant Accounting Policies, Continued:

     New Accounting Pronouncements, Continued:

     In January 2003, the FASB issued Interpretation No. 46,
     "Consolidation of Variable Interest Entities."
     Interpretation No. 46 changes the criteria by which one
     company includes another entity in its consolidated
     financial statements.  Previously, the criteria were based
     on control through voting interest.  Interpretation No. 46
     requires a variable interest entity to be consolidated by a
     company if that company is subject to a majority of the risk
     of loss from the variable interest entity's activities or
     entitled to receive a majority of the entity's residual
     returns or both.  A company that consolidates a variable
     interest entity is called the primary beneficiary of that
     entity.  The consolidation requirements of Interpretation
     No. 46 apply immediately to variable interest entities
     created after January 31, 2003.  The consolidation
     requirements apply to older entities in the first fiscal
     year or interim period beginning after June 15, 2003.
     Certain of the disclosure requirements apply in all
     financial statements issued after January 31, 2003,
     regardless of when the variable interest entity was
     established.  The Company does not expect the adoption to
     have a material impact to the Company's financial position
     or results of operations.


(3)  Restricted Cash:

     Funds have been restricted as collateral to a sublease
     agreement with the Company's landlord.


(4)  Related Party Transactions:

     The officers and directors of the Company are involved in
     other business activities and may, in the future, become
     involved in other business opportunities.  If a specific
     business opportunity becomes available, such persons may
     face conflict in selecting between the Company and their
     business interests.  The Company has not formulated a policy
     for the resolution of such conflicts.

     The note receivable, related party is secured by 2,500,000
     shares of the Company's common stock of which the Payor is
     the designated owner and beneficiary and is payable in one
     single payment including interest at 10%, on November 15,
     2003.

     Subsequent Event
     ----------------
     In February 2003, the Company received $199,982 from the
     related party in partial payment of the note receivable.


<PAGE>                          11

                  TRANSAMERICAN HOLDINGS, INC.
                (A DEVELOPMENT STAGE ENTERPRISE)

           NOTES TO FINANCIAL STATEMENTS (CONTINUED)

             YEARS ENDED DECEMBER 31, 2002 AND 2001



(5)  Property and Equipment:

     A summary is as follows:

          Tourist resort under construction  $    2,200,000
          Office equipment                            7,180
          Furniture and fixtures                      5,064
                                                  ---------

                                                  2,212,244
          Less accumulated depreciation               6,289
                                                  ---------
                                             $    2,205,955
                                                  =========

     Depreciation expense for the years ended December 31, 2002
     and 2001 amounted to $2,952 and $2,334, respectively.
     Depreciation expense for the period from inception on July
     22, 1996 to December 31, 2002 amounted to $6,289.

     In August 2002, the Company acquired 80% of the assets of a
     tourist destination resort project located in Sahel Alma,
     Kesrwan, Lebanon from two directors of the Company.  Neither
     director holds more than 3% of the outstanding shares of the
     Company, nor are they related to Najib Choufani, Chairman
     and CEO.  The project is currently named the All Seasons
     Resort, and is a time-share condominium.  In exchange, the
     Company has agreed to pay $2,200,000 in two installments.
     No payments have been made as of April 12, 2003, and a
     payable has been recorded to recognize the liability.  The
     full amount of $2,200,000 is due within three months from
     the date of the signing of the purchase deed, which, as of
     the date of these financial statements, has not yet been
     executed.  Management continues to evaluate the likelihood
     of the completion of the acquisition of this project, which,
     at present, appears probable.


(6)  Income Taxes:

     The reconciliation of the effective income tax rate to the
     Federal statutory rate is as follows:

          Federal Income Tax Rate                 34.0%
          Current year losses                    (34.0)
                                                 ------
          Effective Income Tax Rate                  -
                                                 ======

     As of December 31, 2002, the Company had net operating loss
     carryforwards of approximately $1,280,000.  A deferred asset
     has been provided and completely offset by a valuation
     allowance, because its utilization does not appear to be
     reasonably assured.  Federal net operating loss
     carryforwards expire through December 31, 2022 and
     California state net operating loss carryforwards expire
     through December 31, 2012.


<PAGE>                          12

                  TRANSAMERICAN HOLDINGS, INC.
                (A DEVELOPMENT STAGE ENTERPRISE)

           NOTES TO FINANCIAL STATEMENTS (CONTINUED)

             YEARS ENDED DECEMBER 31, 2002 AND 2001



(7)  Stockholders' Equity:

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

     In January 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
     to 100,000,000 common shares with $0.001 par value stock.

     In October 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.

     In November 1999, the Company issued 100,000 of its $0.001
     par value common stock for $100 in services.

     In November 1999, the Company issued 9,200,000 of its $0.001
     par value common stock for $9,200 in cash.

     In November 1999, the Company changed its name from Health
     Research, Ltd., to TransAmerican Holdings, Inc.

     In March 2000, the Company commenced a private placement of
     1,095,090 shares of the Company's common stock at a purchase
     price ranging from $0.25 to $0.50 per share.  The private
     placement was exempt from the registration provisions of the
     Act by virtue of Section 4(2) of the Act, as transactions by
     an issuer not involving any public offering.  The securities
     issued pursuant to the private placement were restricted
     securities as defined in Rule 144.  An additional 350,000
     shares valued at $94,000 of the Company's common stock were
     issued to the outside consultant for the services rendered
     in connection with this private placement.  The offering
     generated net proceeds of $297,545.

     In April 2000, the Company issued 230,000 shares of its
     $0.001 par value common stock for $115,000 in cash.

     In May 2000, the Company issued 1,918,000 shares of its
     $0.001 par value common stock for $672,708 in cash.

     In June 2000, the Company issued 913,000 shares of its
     $0.001 par value common stock for $143,063 in cash.

     In July 2000, the Company issued 465,000 shares of its
     $0.001 par value common stock for $193,052 in cash.


<PAGE>                          13

                  TRANSAMERICAN HOLDINGS, INC.
                (A DEVELOPMENT STAGE ENTERPRISE)

           NOTES TO FINANCIAL STATEMENTS (CONTINUED)

             YEARS ENDED DECEMBER 31, 2002 AND 2001



(7)  Stockholders' Equity, Continued:

     In June 2001, the Company issued 50,000 shares of its $0.001
     par value common stock for $49,979 in cash and $50,000 in
     subscription receivable.

     In September 2002, the Company issued 800,000 shares of its
     $0.001 par value common stock for $199,970 in cash.

     In October 2002, the Company issued 100,000 shares of its
     $0.001 par value common stock for $29,970 in cash.

     In December 2002, the Company issued 400,000 shares of its
     $0.001 par value common stock for $90,565 in cash.


(8)  Lease Commitments:

     The Company leases the facility used for its operations
     under a lease agreement expiring June 2004.  The following
     is a schedule by years of future minimum rental payments
     required under operating leases that have non-cancelable
     lease terms in excess of one year as of December 31, 2001:

          Year ending December 31,
              2003                      $    112,499
              2004                            47,638
                                             -------
                                        $    160,137
                                             =======

     Rent expense amounted to $87,403 and $104,012 for the years
     ended December 31, 2002 and 2001, respectively.  Rent
     expense for the period from inception on July 22, 1996 to
     December 31, 2002 amounted to $262,505.


(9)  Commitments and Contingencies:

     In October 2002, the Company entered into a Definitive
     Agreement to acquire 51% of the shares of Shaden Al Khaleej
     Est., a Saudi Arabic Kingdom company ("Shaden").  The
     acquisition has not been finalized as Shaden has yet to
     provide certain materials to the Company, including, among
     other things, audited financial statements that are in
     accordance with accounting principles generally accepted in
     the United States of America.  Upon completion of the
     acquisition, the Company will issue (a) 1,683,528 shares of
     the Company's $0.001 par value common stock to Shaden, (b)
     an agreement to fund, within 3 months from the date of
     closing, $700,000 in the form of debt to Shaden, and (c) a
     further agreement to fund, at a future unspecified date,
     $1,050,000 in the form of debt to Shaden.  Shaden is a
     leading Middle Eastern company that operates in the
     construction industry, targeting both commercial and high
     end residential projects.


<PAGE>                          14


ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE.

     There were no changes in or disagreements with accountants
on accounting or financial disclosure during the period covered
by this Report.



                             PART III


ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     The directors and officers of the Company, as of the date of
this filing, are as follows:

Name                     Age       Position
-----------------        ---       ---------------
Najib E. Choufani        63        Chairman, CEO, President,
                                   Secretary & Treasurer
Saad A. Al-Rossais       35        Honorary President
Tarek Choufani           24        Vice President & Director


     The above listed officers and directors will serve until the
next annual meeting of the shareholders or until their death,
resignation, retirement, removal, or disqualification, or until
their successors have been duly elected and qualified.  Vacancies
in the existing Board of Directors are filled by majority vote of
the remaining Directors.  Officers of the Company serve at the
will of the Board of Directors.  There are no agreements or
understandings for any officer or director to resign at the
request of another person and no officer or director is acting on
behalf of or will act at the discretion of any other person.  Mr.
Tarek Choufani is the son of Mr. Najib Choufani.  Except as
otherwise disclosed herein, there are no family relationships
between any executive officers or directors of the Company.

NAJIB E. CHOUFANI - CEO, President, Secretary, Treasurer and
                    Chairman of the Board

     Mr. Choufani is Chairman of the Board, Chief Executive
Officer, President, Secretary and Treasurer of TransAmerican
Holdings.  He is also Chairman and President of Uni Financial
Group, Inc. an international advisory and financial services firm
located in London, and its U.S. subsidiary located in Washington
D.C.  He has over 30 years of experience in international
business transactions including commercial banking, insurance,
construction, and contract negotiations.  During the past eight
years, Mr. Choufani has successfully structured, negotiated and
promoted fourteen transactions amounting to over $230 million
with dignitaries and businessmen from the Middle East, the Gulf
Region, Europe and Asia.  From 1989 to 1991, he was Chairman and
General Manager of Euromed Bank, a commercial bank associated
with Credit Lyonnais of France, located in Lebanon.  From 1982 to
1989, he was Chairman and General Manager of Al-Izdihar Bank of
Lebanon, S.A.L., also located in Lebanon.  During this tumultuous
period (civil wartime), Mr. Choufani was still successful in
developing strategic relationships with banks, business
associates and wealthy individuals from the Gulf Region to
attract over $100 million in deposits.  In his banking capacity,
he was extensively involved in various aspects of monetary policy
and banking affairs as well as advising on economic policy.  From
1979 to 1991, Mr. Choufani was President of Oriental Insurance &
Reinsurance Co., S.A.L. where he was successful in growing the
company by over 300% to become the most successful local
insurance underwriter with an asset base of $50 million.  In
addition to being the sole representative for Lebanon and the
entire Middle East of Iran Insurance Co., Mr. Choufani was the
representative responsible for structuring a $500 million
multi-year development project between the Lebanese government
and China Harbours Engineering Co. for the construction of a
wide-range harbor in Lebanon.  Mr. Choufani holds a Bachelors
degree from Cairo University.

SHEIKH SAAD ABDULMOHSIN AL-ROSSAIS -    Honorary President

     Sheikh Saad Al-Rossais has been Honorary President of
TransAmerican Holdings since November of 2000.  Sheikh Al-Rossais
is also Chairman of Al-Rossais Trading Group, an international
business consortium with interests in general trading;
manufacturing, import and export of medical and hospital
supplies; travel, tourism and cargo; real estate, construction
and management; interior and exterior decoration, design and
implementation; advertising and design works; and training and
consultancy.  Sheikh Al-Rossais is a prominent member of the
international community, with memberships in the Saudi Management
Association; the Riyadh Chamber of Commerce and Industry,
including the Travel and Tourism Committee; the Who's Who of
Professionals; the Saudi Arabian Airlines Council; the
Saudi-Syria Joint Committee; the Saudi-Japan Joint Committee; and
the Saudi-China Joint Committee.  Sheikh Al-Rossais is a delegate
for the Saudi Businessmen to France; the Saudi Businessmen to
Belarus, Russia; the Saudi Businessmen to Australia; the Saudi
Businessmen to South Africa; and the Gulf Cooperation Council's
Businessmen to China.  Sheikh Al-Rossais holds a Bachelor of
Science degree in Business Management from King Saud University
in Saudi Arabia, as well as a Masters of Business Administration
degree from American University.

TAREK CHOUFANI -    Vice President and Director

     Tarek Choufani has served as Vice President and a Director
of the Company since December 2001.  Currently, he is studying at
the University of California at Los Angeles where he is pursuing
a bachelor's degree with an emphasis in business, economics and
marketing.  We feel that Mr. Choufani will bring to the Company a
fresh and unique perspective as we pursue new acquisitions and
investments.

     During the past five years, no present or former director,
executive officer or person nominated to become a director or an
executive officer of the Company:

     (1) was a general partner or executive officer of any
business against which any bankruptcy petition was filed, either
at the time of the bankruptcy or two years prior to that time;

     (2) was convicted in a criminal proceeding or named subject
to a pending criminal proceeding (excluding traffic violations
and other minor offenses);

     (3) was subject to any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining,
barring, suspending or otherwise limiting his involvement in any
type of business, securities or banking activities; or

     (4) was found by a court of competent jurisdiction (in a
civil action), the Securities and Exchange Commission or the
Commodity Futures Trading Commission to have violated a federal
or state securities or commodities law, and the judgment has not
been reversed, suspended or vacated.

Indemnification of Directors and Officers.

     Except for acts or omissions which involve intentional
misconduct, fraud or known violation of law or for the payment of
dividends in violation of Nevada Revised Statutes, there shall be
no personal liability of a director or officer to the Company, or
its stockholders for damages for breach of fiduciary duty as a
director or officer.  TransAmerican may indemnify any person for
expenses incurred, including attorneys fees, in connection with
their good faith acts if they reasonably believe such acts are in
and not opposed to the best interests of the Company and for acts
for which the person had no reason to believe his or her conduct
was unlawful.  TransAmerican may indemnify the officers and
directors for expenses incurred in defending a civil or criminal
action, suit or proceeding as they are incurred in advance of the
final disposition of the action, suit or proceeding, upon receipt
of an undertaking by or on behalf of the director or officer to
repay the amount of such expenses if it is ultimately determined
by a court of competent jurisdiction in which the action or suit
is brought determined that such person is fairly and reasonably
entitled to indemnification for such expenses which the court
deems proper.

     Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to officers, directors or persons
controlling the Company pursuant to the foregoing, TransAmerican
has been informed that in the opinion of the U.S. Securities and
Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is therefore
unenforceable.


ITEM 10.  EXECUTIVE COMPENSATION.

     None of TransAmerican's officers and/or directors receive
any salary for their respective services rendered unto the
Company, nor have they received such salaries in the past.  They
all have agreed to act without salary until authorized by the
Board of Directors, which is not expected to occur until the
Company has generated revenues from operations after consummation
of a merger or acquisition.  At that time, the Board of Directors
intends to ensure that the salaries paid to TransAmerican's
officers and employees are reasonable and prudent and are based
upon both the financial condition and performance of the Company
and upon the performance of individual officers and employees.

     TransAmerican has adopted a policy whereby the offer of any
post-transaction remuneration to members of management will not
be a consideration in the Company's decision to undertake any
proposed transaction.  Each member of management has agreed to
disclose to the Company's Board of Directors any discussions
concerning possible compensation to be paid to them by any entity
which proposes to undertake a transaction with TransAmerican and
further, to abstain from voting on such transaction.  Therefore,
as a practical matter, if each member of the Company's Board of
Directors is offered compensation in any form from any
prospective merger or acquisition candidate, the proposed
transaction will not be approved by the Company's Board of
Directors as a result of the inability of the Board to
affirmatively approve such a transaction.

     It is possible that persons associated with management may
refer a prospective merger or acquisition candidate to
TransAmerican.  In the event that TransAmerican consummates a
transaction with any entity referred by associates of management,
it is possible that such an associate will be compensated for
their referral in the form of a finder's fee.  It is anticipated
that this fee will be either in the form of restricted Common
Stock issued by TransAmerican as part of the terms of the
proposed transaction, or will be in the form of cash
consideration.  However, if such compensation is in the form of
cash, such payment will be tendered by the acquisition or merger
candidate.  The amount of such finder's fee cannot be determined
as of the date of this filing, but is expected to be comparable
to consideration normally paid in like transactions.  No member
of management of TransAmerican will receive any finders fee,
either directly or indirectly, as a result of their respective
efforts to implement the Company's business plan outlined herein.

     As of December 31, 2002, no retirement, pension, profit
sharing, stock option or insurance programs or other similar
programs have been adopted by TransAmerican for the benefit of
its officers, directors or employees.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

     (a)  Security Ownership of Certain Beneficial Owners.

     The following table sets forth, as of December 31, 2002, the
security and beneficial ownership interest for each class of
equity securities known by the Company to have more than five
(5%) percent of the voting securities.


Title of       Name and address         Amount and nature   Percentage
class          of beneficial            of beneficial       of class
               Owner                    ownership (1)
-----------    -----------------------  -----------------   ----------

Common         Najib E. Choufani         7,842,500            44.5%
               9601 Wilshire Boulevard  (affiliate)
               Suite 620
               Beverly Hills, CA 90210


     (1)  Unless otherwise indicated, the Company believes that
          all persons named in the above table have sole voting
          and investment power with respect to all shares of
          Common Stock beneficially owned by them.


     (b)  Security Ownership of Management.

     The following table sets forth, as of December 31, 2002, the
beneficial ownership for each class of equity securities of the
Company beneficially owned by all directors and officers of the
Company.


Title of       Name and address         Amount and nature   Percentage
class          of beneficial            of beneficial       of class
               Owner                    ownership (1)
-----------    -----------------------  -----------------   ----------

Common         Najib E. Choufani         7,842,500            44.5%
               9601 Wilshire Boulevard  (affiliate)
               Suite 620
               Beverly Hills, CA 90210

Common         Tarek Choufani                -                 -
               9601 Wilshire Boulevard  (affiliate)
               Suite 620
               Beverly Hills, CA 90210

Common         All Officers and          7,842,500            44.5%
               Directors as a
               Group


     (1)  Unless otherwise indicated, the Company believes that
          all persons named in the above table have sole voting
          and investment power with respect to all shares of
          Common Stock beneficially owned by them.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Except as otherwise set forth herein, there have been no
related party transactions, or any other transactions or
relationships required to be disclosed pursuant to Item 404 of
Regulation S-B.


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

Exhibit Index

 3.1*     Articles of Incorporation, filed July 22, 1996

 3.2*     Amendment to Articles of Incorporation,
          filed January 25, 1999

 3.3*     Amendment to Articles of Incorporation,
          filed November 2, 1999

 3.4*     Amendment to Articles of Incorporation,
          filed November 15, 1999

 3.5*     Bylaws, adopted November 8, 1999

10.1*     Sublease for corporate offices between TransAmerican
          Holdings, Inc. and City National Bank

12.1*     Lock-Up Agreement between TransAmerican Holdings, Inc.
          and Najib Choufani


     *    Filed as part of the Company's Form 10-SB Registration
     Statement, as amended, and incorporated herein by reference.


Reports on Form 8-K

     On August 30, 2002, the Company filed a Current Report on
Form 8-K reporting that TransAmerican had acquired 51% of the
assets of a tourist destination resort project located in Sahel
Alma, Kesrwan, Lebanon; the subject project is currently named
the All Seasons Resort (the "Property").  The acquisition was
effected in accordance with the terms of a Definitive Agreement,
first executed on August 9, 2002 and approved by TransAmerican as
of August 15, 2002 by and between TransAmerican and Dr. Hilmi
Kaseem Al Turky and Mr. Saeb Al Houssary (the "Principals"),
owners of the Project.

     On November 4, 2002, the Company filed an Amended Current
Report on Form 8-K reporting that subsequent to entering into the
Agreement, TransAmerican and Messrs. Al Turky and Al Houssary
restructured the transactional structure of the acquisition,
pursuant to which the parties entered into an Amendment to
Definitive Agreement, in October 2002.  According to the terms of
the Amendment, TransAmerican will now own eighty percent (80%) of
the Property for the total sum of Two Million Two Hundred
Thousand U.S. Dollars (US$2,200,000).  This sum is to be paid in
two installments: One Hundred Thousand U.S. Dollars (US$100,000)
payable as a down payment; and the balance of Two Million One
Hundred Thousand U.S. Dollars (US$2,100,000), which management
expects to fund through private placements already in progress,
to be paid within three months of the date of signing the formal
purchase deed.  In addition, the Principals may, but are no
longer obliged to, acquire a total of 600,000 restricted common
shares of TransAmerican for the total sum of US$300,000 payable
at the time of signing the formal transfer of ownership of the
Property.  All other terms and conditions of the Definitive
Agreement remain unchanged.

     The All Seasons Resort is located in an area that has been
and is a popular year round tourist destination near Beirut,
Lebanon.  The Property is only a short walk from the
internationally-known gaming palace, Casino Du Liban.  The Resort
is presently in the final stages of construction, with
commencement of operations anticipated in the fourth quarter of
2003.  When completed, the Resort will be a contemporary
destination consisting of studio apartments, a restaurant,
nightclub, retail shops and related parking.

     Notwithstanding their shareholdings in and responsibilities
as directors of TransAmerican, the sellers in the foregoing
transactions are not in any way related to the Company's
employees, shareholders or any affiliates thereof.


ITEM 14.  CONTROLS AND PROCEDURES.

     As required by SEC rules, we have evaluated the
effectiveness of the design and operations of our disclosure
controls and procedures within 90 days of the filing of this
Annual 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.



                            SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has caused this report to be
signed on its behalf by the undersigned, thereunto duly
authorized.


                   TRANSAMERICAN HOLDINGS, INC.


Date: April 15, 2003               By: /s/ Najib E. Choufani
                                      -------------------------
                                      Najib E. Choufani
                                      Chairman, CEO & CFO


     In accordance with the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates
indicated.


Date: April 15, 2003               By: /s/ Najib E. Choufani
                                      -------------------------
                                      Najib E. Choufani
                                      Chairman, CEO & CFO

Date: April 15, 2003               By: /s/ Tarek Choufani
                                      -------------------------
                                      Tarek Choufani
                                      Vice President & Director


<PAGE>

                   CERTIFICATION PURSUANT TO
                     18 U.S.C. SECTION 1350
                     AS ADOPTED PURSUANT TO
         SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Annual Report of TRANSAMERICAN
HOLDINGS, INC. on Form 10-KSB for the year ended December 31,
2002, as filed with the Securities and Exchange Commission on the
date hereof (the "Report"), each of the undersigned, in the
capacities and on the dates indicated below, hereby certifies
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to the best
of their knowledge:

     1.   The Report fully complies with the requirements of
          Section 13(a) or 15(d) of the Securities Exchange Act
          of 1934; and

     2.   The information contained in the report fairly
          presents, in all material respects, the financial
          condition and results of operation of the Company.



     Date: April 15, 2003               /s/ Najib Choufani
                                        Najib Choufani
                                        Chairman, CEO & CFO



                   CERTIFICATION PURSUANT TO
                          SECTION 302
                 THE SARBANES OXLEY ACT OF 2002


     I, Najib Choufani, Chairman and Chief Executive Officer of
TransAmerican Holdings, Inc., certify that:

3.   I have reviewed this annual report on Form 10-KSB of
     TransAmerican Holdings, Inc. (the "Registrant");

4.   Based on my knowledge, this annual report does not contain
     any untrue statement of a material fact or omit to state a
     material fact necessary to make the statements made, in
     light of the circumstances under which such statements were
     made, not misleading with respect to the period covered by
     this annual report;

5.   Based on my knowledge, the financial statements, and other
     financial information included in this annual report, fairly
     present in all material respects the financial condition,
     results of operations and cash flows of the Registrant as
     of, and for, the periods presented in this annual report;

6.   The Registrant's other certifying officers and I are
     responsible for establishing and maintaining disclosure
     controls and procedures (as defined in Exchange Act Rules
     13a-14 and 15d-14) for the Registrant and have:

     a)   Designed such disclosure controls and procedures to
          ensure that material information relating to the
          Registrant, including its consolidated subsidiaries, is
          made known to us by others within those entities,
          particularly during the period in which this annual
          report is being prepared;

     b)   Evaluated the effectiveness of the Registrant's
          disclosure controls and procedures as of a date within
          90 days prior to the filing date of this annual report
          (the "Evaluation Date"); and

     c)   Presented in this annual report our conclusions about
          the effectiveness of the disclosure controls and
          procedures based on our evaluation as of the Evaluation
          Date;

5.   The Registrant's other certifying officers and I have
     disclosed, based on our most recent evaluation, to the
     Registrant's auditors and the audit committee of
     Registrant's board of directors (or persons performing the
     equivalent functions):

     a)   All significant deficiencies in the design or operation
          of internal controls which could adversely affect the
          Registrant's ability to record, process, summarize and
          report financial data and have identified for the
          Registrant's auditors any material weaknesses in
          internal controls; and

     b)   Any fraud, whether or not material, that involves
          management or other employees who have a significant
          role in the Registrant's internal controls; and

6.   The Registrant's other certifying officers and I have
     indicated in this annual report whether there were
     significant changes in internal controls or in other factors
     that could significantly affect internal controls subsequent
     to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies
     and material weaknesses.



     Date: April 15, 2003               /s/ Najib Choufani
                                        Najib Choufani
                                        Chairman, CEO & CFO