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, 2000.

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

                  Commission File No. 000-29933


                   TRANSAMERICAN HOLDINGS, INC.
       ----------------------------------------------------
          (Name of Small Business Issuer in its Charter)


Nevada,  U.S.A.                                        77-0434471
(State or other Jurisdiction                        (IRS Employer
of Incorporation or Organization)             Identification No.)


 9601 Wilshire Boulevard, Suite 620, Beverly Hills, California 90210
             (Address of principal executive offices)


                          (310) 271-4159
                   (Issuer's telephone number)


      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, 2000 were $0.

As of the date of this filing, the aggregate market value of the
voting and non-voting common equity held by non-affiliates was
approximately $17,677,725.

As of the date of this filing, the Company had approximately
16,271,090 shares of Common Stock issued and outstanding.

<PAGE>


                   TRANSAMERICAN HOLDINGS, INC.

                           FORM 10-KSB

           for the fiscal year ended December 31, 2000

                        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, Executive Officers, Promoters and Control
          Persons

Item 10.  Executive Compensation

Item 11.  Security Ownership of Certain Beneficial Owners and
          Management

Item 12.  Certain Relationships and Related Transactions

Item 13.  Exhibits and Reports on Form 8-K

          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
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 a private on-going
business.  Although our 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 business combination or transaction will likely
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) 271-4159, by facsimile at
(310) 271-7042 or by e-mail at admin@tahiusa.com.

Business Strategy Overview.

     TransAmerican's strategy is to attract, acquire and
integrate partner companies involved in high-technology and
Internet-related businesses and high-growth restaurant franchises
into a collaborative network and to leverage the Company's
collective pool of knowledge and resources brought together by
its executive management and partner companies while utilizing
TransAmerican's public status to access capital from the public
markets in order to fuel the growth of these companies.

     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.
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
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.


THE PRESENT OPPORTUNITIES

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 part of Burger King's plan to open 100 new
restaurants in the coming year, KMK has been given approval to
develop the South West and the West Midlands area of England.
TransAmerican and KMK intend to build five new restaurants in
each of the next two years and three to four each year
thereafter.  In addition, KMK is actively seeking to acquire
existing operating restaurants from other franchisees.

     KMK is regarded by Burger King and the fast food community
as one of the best franchise operators in the system.  KMK's
various restaurants have achieved high standards and have
collected a showcase of awards for their achievements.  KMK's
directors are now ready to grow and become a key Burger King
development partner by growing the business and doubling the
number of restaurants to 20 within a period of two years.

     KMK is now in its sixth year of trade and has shown
excellent results with impressive sales growth.  The turnover now
exceeds 6 million Pounds (approximately US$9 million) per annum
net with all restaurants operating on a profitable basis.  KMK
currently employs 50 managers and 300 staff with the entire
operation being overseen from its Finchley Head Office.

     Expansion Strategy.  As a result of its solid history of
growth and the pending partnership with TransAmerican, KMK is now
in a position to expand and take a more aggressive stance in
terms of its growth.  KMK has set a target of acquiring and/or
opening 20 new Burger King restaurants within a two-year period,
at a minimum.  To that end, management envisions various avenues
of growth available to KMK.

     -    Acquisition of existing restaurants from small
          independent franchisees that are gradually leaving the
          brand.

     -    New restaurant development   Identifying new sites and
          building new restaurants (either as drive-throughs or
          as traditional inline restaurants).

     KMK's directors are presently in advanced negotiations with
a large institutional franchisee that is restructuring
geographically, to buy the trade and assets of four existing
Burger King restaurants located in the South West of England.
These restaurants would sit comfortably within KMK's present
structure where the operation would be overseen by the existing
operational manager based in Cornwall.  The proposed acquisition
of the four restaurants has a combined net annual turnover of
over 2.5 million Pounds (approximately US$3.75 million) and would
produce a pre-tax profit of over 250,000 Pounds (approximately
US$375,000) based upon current trading performance.  KMK
management expects that even greater profits would be achieved
through the cost savings of bringing the new restaurants into the
KMK family.  This acquisition will enable KMK to take majority
control of the West Country, and, along with the existing five
West Country restaurants, will make KMK the largest independent
franchisee in the region, thus giving KMK first priority to
future developments within this region.

     KMK's directors are also in preliminary negotiations with
the owners of another existing West Country restaurant to buy the
trade and assets.  This restaurant is a flagship restaurant with
over 300 seats on three floors and occupies a very strategic
location in the town center of Exeter.  Although the restaurant
will need to undergo extensive remodeling, the existing
restaurant generates over 1.2 million Pounds (approximately
US$1.8 million) in net annual turnover and produces a pre-tax
profit of over 125,000 Pounds (approximately US$187,500), with
enormous potential to increase profits through concentrated
management and cost savings.

Toastissimo

     TransAmerican is presently in advanced negotiations to
acquire the master franchise rights from Toastissimo France
(www.Toastissimo.fr) for North America, including the United
States and Canada.  TransAmerican intends to acquire the rights
for both the Toastissimo restaurants and the bakeries.
Toastissimo is a widely-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 fast.

     TransAmerican's expansion strategy is to develop and operate
Toastissimo units in target upscale markets.  Target sites will
meet established demographic profiles, and management believes
that in-line commercial and strip shopping center sites will best
meet the requirements of the Toastissimo format.  Initial
development will focus on target locations in the Beverly Hills
and West Los Angeles areas before expanding to other areas in
California.  TransAmerican will also establish franchises
throughout the United States, starting in high population,
cosmopolitan cities such as New York, Boston and Chicago.  We
expect to establish 75 franchised locations during the initial
three-to-five-year period, and also anticipate subsequently
expanding the franchises to Canada, Mexico, Asia and the Middle
East.

     Business Opportunity.  Toastissimo has the opportunity to
become a leading chain in the emerging quick-service segment by
leveraging the success of the French prototype units into a $60
million business during the next three-to-five-year period.  The
per unit investment in a Toastissimo restaurant is approximately
$150,000.  With target annualized unit volumes in the $825,000 to
$1.1 million range, this near 6:1 ratio of sales to investment is
exceptional by most food-service industry standards.  Unit
operating economics are projected to provide unit operating
margins in the 53.6 percent range after cost of sales (31
percent), labor and management (28 percent), other unit operating
costs including depreciation and corporate overhead (13 percent),
and on-going marketing (5 percent).

     Proposed Expansion.  TransAmerican's expansion of
Toastissimo restaurant units will be conducted at a pace that
will allow us to maintain Toastissimo's high levels of quality
and customer service.  Target sites will meet established
demographic profiles, and management believes that in-line
commercial and strip shopping center sites will best meet the
requirements of the Toastissimo format.  Toastissimo's site
selection strategy is to cluster stores in upscale urban and
suburban business/shopping areas and in pedestrian-oriented
neighborhoods in each of its target markets in order to realize
marketing and operating efficiencies and to build brand
awareness.  Specific site selection criteria include a 50,000 to
100,000+ population within a 3-5 mile radius, average household
incomes of over $50,000 and above-average levels of educational
attainment.

     At this time, we anticipate that the initial development
will focus on target locations in the Beverly Hills and West Los
Angeles areas before expanding to other areas in California.
Suitability of the concept for franchise development will be
determined once additional TransAmerican-owned units are on-line.
Management believes that Toastissimo unit development activities
should be divided into four distinct phases to achieve desired
growth objectives:

     -    Emerging Chain   Los Angeles Area.  This phase involves
          establishing the first five units in high profile
          locations in the Greater Los Angeles area.  Potential
          target locations include Beverly Hills, Santa Monica,
          Westwood, Pasadena and City Walk at Universal Studios.
          Management believes that this phase will allow the
          Company to develop and fine-tune a multi-unit
          infrastructure in preparation for a more extensive unit
          development program.

     -    Regional Chain   California and the West Coast.  This
          phase includes major development of units in
          California, stretching from San Diego to San Francisco.
          Management believes that ten additional Toastissimo
          units can be developed by Year Two, bringing the total
          to 15 units.  This two-year development program will
          establish Toastissimo as an emerging regional chain in
          the quick-service segment.

     -    National Franchising.  Opportunities to franchise or
          further develop Company markets will be evaluated
          during this expansion phase.  This phase involves
          establishing the franchises throughout the United
          States, starting in high population, cosmopolitan
          cities such as New York, Boston, and Chicago.  During
          this phase, management expects to establish 75
          franchised locations over a three-to-five year period.
          TransAmerican anticipates that once this level is
          achieved, the Toastissimo subsidiary can be spun-off as
          a separate public company, enabling the franchise to
          grow even further.

     -    International Franchising.  Opportunities to franchise
          worldwide will further heighten the exposure of the
          Toastissimo chain and establish an
          internationally-recognized brand name.  Management
          anticipates expanding the franchises to Canada, Mexico,
          Asia and the Middle East.

Spectralight Industries

     TransAmerican has executed a Letter of Intent to acquire an
80% interest in Spectralight Industries, Inc., and its two
subsidiaries, Certified Satellite Installers
(www.CertifiedSatellite.net) ("CSI") and Certified Electronics
(www.CertifiedElectronics.net) ("CE" and collectively
"Spectralight").  Spectralight holds dealer licenses for both
DIRECTV (www.DIRECTV.com) and Echostar Communications
(www.dsshome.com), the two primary digital satellite providers.
Spectralight's installation arm, CSI, was among the top
installers of digital satellite systems in the State of
California in the year 2000, and its retail arm, CE, was recently
ranked number 73 among all retailers in the United States.  CSI
currently holds installation contracts with several prominent
nationwide companies, including DigiVision (national accounts
include Best Buy, Circuit City, Radio Shack, Sears and Prime TV),
Digitron (national accounts include Wal-Mart, K-Mart and Costco)
and Metron North America (most other retailers).  Spectralight
has signed contracts with several local sports franchises for
installations of more than 13,600 units over the next six to nine
months.  In addition, Spectralight has a letter of interest from
a reputable national retailer for the purchase and installation
of between 75,000 to 100,000 units in 2001.  With TransAmerican's
collaboration and capital infusion, Spectralight management
anticipates sales and installations to exceed 200,000 units in
2001.

     TransAmerican's acquisition of Spectralight will allow the
business to expand at a rapid pace, fulfilling installation
contracts already held by Spectralight and allowing Spectralight
to expand its presence nationally by competing for national
contracts and acquiring its smaller, less-efficient competitors.
In addition, TransAmerican's acquisition of Spectralight would
allow the company to focus on increasing its online retail
presence, thereby minimizing the need for a brick-and-mortar
retail outlet.

Newscanner Ltd.

     TransAmerican has entered into an exclusive 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 will 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.


THE FUTURE OPPORTUNITIES

     The substantial growth in the Internet has created
tremendous market opportunities for young Internet companies.
Forrester Research estimates that the worldwide e-commerce
market, defined as the business-to-business and
business-to-consumer trade of hard goods over the Internet, will
grow to more than $3.2 trillion by 2003.  Within this nascent
market, there exist Internet companies with significant potential
to become market leaders.  These "emerging" Internet companies
have great ideas, talented employees and offer quality products
or services but lack the strategic guidance, human resources and
capital necessary to catapult them to the next level of growth
and establish themselves as recognized leaders in their
respective markets.  TransAmerican seeks opportunities in
emerging Internet companies which operate within segments that
will have staying power in the volatile Internet markets.

Market Opportunities for Emerging Internet Companies

     TransAmerican believes that there are significant
opportunities for companies that can assist traditional
businesses in using the Internet to create more efficient
markets.  TransAmerican will focus on emerging companies which
operate in three segments of the Internet industry:

     -    E-Commerce.  E-commerce is defined as the organization
          of information and the processing of business
          transactions over the Internet (intra-nets and
          extra-nets).  The transactions can be of any type,
          including those between customers and sellers,
          employers and employees or organizations and their
          members.  E-commerce can extend existing business
          models or enable entirely new ones.  TransAmerican
          seeks opportunities which include business-to-consumer
          interaction, content aggregation and management,
          emerging technology areas such as intelligent
          agent-based searching and tasking and Internet
          professional services.

     -    Enterprise Applications.  Enterprise applications are
          software solutions that integrate key operational
          aspects of entire organizations.  TransAmerican seeks
          opportunities that provide novel front office
          enterprise applications, professional services to
          integrate, implement and support enterprise
          applications, and the hosting of enterprise
          applications.

     -    Network Infrastructure.  Network infrastructure
          products and services include computing and
          communications tools that enable companies to deploy
          e-commerce and enterprise applications.  Many companies
          do not have the infrastructures in place to support
          leading edge e-commerce and enterprise applications.
          TransAmerican seeks opportunities which include network
          security products and services, companies that service
          the ISP market, telecommunications services that enable
          e-commerce, products that optimize customers' existing
          investments in e-commerce and enterprise applications,
          and infrastructure management solutions.


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 principle 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 $101,640.  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 65 shareholders of record holding 16,271,090 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.


   2000              HIGH                LOW
-----------         ------              ------
1st Quarter                    N/A
2nd Quarter         2.56                0.13
3rd Quarter         2.50                1.875
4th Quarter         2.50                1.25


   2001              HIGH                LOW
-----------         ------              ------
1st Quarter         2.50                0.51


     (b)  Other.

     TransAmerican securities will be 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.


ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
          OPERATION.

Management's Discussion and Analysis.

     TransAmerican's current cash assets increased from $9,200 at
December 31, 1999, to $1,055,397 at December 31, 2000.  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 increased to $323,487 for the year ended
December 31, 2000.  The increase in expenses resulted primarily
from professional fees incurred by the Company in the ordinary
course of business and in our review of potential acquisition
candidates.

     Although TransAmerican has not yet finalized the acquisition
of an on-going business, we have executed several letters of
intent and are in advanced negotiations with various domestic and
international entities.  The letters of intent 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 2001.

     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.

     TransAmerican intends to seek and acquire assets or shares
of an entity actively engaged in a business that generates
revenues in exchange for our securities.  We have identified
potential business opportunities and have entered into
discussions and signed Letters of Intent with several companies.
However, we have not yet entered into any definitive agreements
or understandings as of the date of this filing.

General Business Plan

     TransAmerican's purpose is to seek and acquire an interest
in business opportunities presented to us by persons or firms who
or which desire to seek the advantages of an Issuer who has
complied with the 1934 Act.  In our search for a business
opportunity, we will not restrict our selection to any specific
business, industry, or geographic region and we may participate
in a business venture of any kind or nature.  This discussion of
the proposed business is purposefully general and is not meant to
restrict our unlimited discretion to search for and enter into
potential business opportunities.

     Due to general economic conditions, rapid technological
advances being made in some industries and shortages of available
capital, management believes that there are numerous firms
seeking the benefits of an issuer who has complied with the 1934
Act.  Such benefits may include facilitating or improving the
terms on which  additional equity financing may be sought,
providing liquidity for incentive stock options or similar
benefits to key employees, providing liquidity (subject to
restrictions of applicable statutes) for all shareholders
and other factors.

     Management believes that TransAmerican will be able to offer
owners of acquisition candidates the opportunity to acquire an
interest in an issuer who has complied with the 1934 Act without
incurring  the cost and time required to conduct an initial
public offering.  The owners of the business opportunity will,
however, incur significant legal and accounting costs in
connection with the acquisition of a business opportunity,
including the costs of preparing and filing required reports on
Form 8-K, 10-QSB and 10-KSB, agreements and related reports and
documents.  The 1934 Act specifically requires that any merger or
acquisition candidate comply with all applicable reporting
requirements, which include providing audited financial
statements to be included within the filings relevant to
complying with the 1934 Act.

     The analysis of new business opportunities will be
undertaken by, or under the supervision of, the officers and
directors of the Company.  Management intends to concentrate on
identifying prospective business opportunities, which may be
brought to our attention through present associations with the
Company's officers and directors, or by our shareholders.  In
analyzing prospective business opportunities, management will
consider such matters as the available technical, financial and
managerial resources; working capital and other financial
requirements; history of operations; prospects for the future;
nature of present and expected competition; the quality and
experience of management services which may be available and the
depth of that management; the potential for further research,
development, or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact the
proposed activities of the Company; the potential for growth or
expansion; the potential for profit; the public recognition of
acceptance of products, services, or trades; name identification;
and other relevant factors.  TransAmerican management expects to
meet personally with management and key personnel of the business
opportunity as part of our investigation.  To the extent
possible, we intend to utilize written reports and personal
investigation to evaluate the above factors.  We will not acquire
or merge with any company for which audited financial statements
cannot be obtained within a reasonable period of time after
closing of the proposed transaction.

Acquisition Of Opportunities

     In implementing a structure for a particular business
acquisition, TransAmerican may become a party to a merger,
consolidation, reorganization, joint venture or licensing
agreement with another corporation or entity.  We may also
acquire stock or assets of an existing business.  Any terms of
sale of the shares presently held by officers and/or directors of
TransAmerican will be also afforded to all other shareholders of
the Company on similar terms and conditions.  Any and all such
sales will only be made in compliance with the securities laws of
the United States and any applicable state.

     It is anticipated that any securities issued in any such
reorganization would be issued in reliance upon exemption from
registration under applicable federal and state securities laws.
In some circumstances, however, as a negotiated element of the
transaction, TransAmerican may agree to register all or a part of
such securities immediately after the transaction is consummated
or at specified times thereafter.  If such registration occurs,
of which there can be no assurance, it will be undertaken by the
surviving entity after the Company has successfully consummated a
merger or acquisition.  The issuance of substantial additional
securities and their potential sale into a trading market which
may develop in TransAmerican's securities may have a depressive
effect on the value of our securities in the future.

     As part of TransAmerican's investigation, officers and
directors of the Company will meet personally with management and
key personnel, will visit and inspect material facilities, obtain
independent analysis or verification of certain information
provided, check references of management and key personnel,
and take other investigative measures as the Company's management
may deem necessary.  The manner in which the Company participates
in an opportunity will depend upon the nature of the opportunity,
the respective needs and desires of the Company and other
parties, the management of the opportunity and the relative
negotiation strength of the Company and such other management.

     With respect to any merger or acquisition, negotiations with
management of the target company are expected to focus on the
percentage of TransAmerican which the target company shareholders
would acquire in exchange for all of their shareholdings in the
target company depending upon, among other things, the target
company's assets and liabilities.  The percentage ownership may
be subject to reduction in the event that we acquire a target
company with substantial assets.  Any merger or acquisition
effected by TransAmerican is expected to have a dilutive effect
on the percentage of shares held by TransAmerican's then
shareholders.

     TransAmerican will participate in a business opportunity
only after the negotiation and execution of appropriate written
agreements.  Generally, such agreements will require specific
representations and warranties by all of the parties thereto,
will specify certain events of default, will detail the terms
of closing and the conditions which must be satisfied by each of
the parties prior to and after such closing, will outline the
manner of bearing costs, including costs associated with the
Company's attorneys and accountants, will set forth remedies on
default and will include miscellaneous other terms.

     As stated, we will not acquire or merge with any entity
which cannot provide independent audited financial statements
within a reasonable period of time after closing of the proposed
transaction.  The Company is subject to all of the reporting
requirements included in the 1934 Act.  Included in these
requirements is the affirmative duty of the Company to file
independent audited financial statements as part of its Form 8-K
to be filed with the Securities and Exchange Commission upon
consummation of a merger or acquisition, as well as
TransAmerican's audited financial statements included in our
annual report on Form 10-K (or 10-KSB, as applicable).  If such
audited financial statements are not available at closing, or
within time parameters necessary to insure our compliance with
the requirements of the 1934 Act, or if the audited financial
statements provided do not conform to the representations made by
the candidate to be acquired in the closing documents, the
closing documents will provide that the proposed transaction
will be rescinded, at the discretion of TransAmerican.  If such
transaction is rescinded, the agreement will also contain a
provision providing for the acquisition entity to reimburse
TransAmerican for all costs associated with the proposed
transaction.

     To assist in the acquisition of a business opportunity, the
Company may retain outside consultants, attorneys or accountants
as we deem appropriate.  We will retain the services of these
consultants, attorneys and accountants from time to time on an
"as needed" basis.  At this time, there is no prior arrangement
or understanding regarding the engagement of any particular
consultant for future services.

Investment Company Act Of 1940

     Although TransAmerican is subject to regulation under the
Securities Act of 1933, as amended, and the 1934 Act, management
believes the Company will not be subject to regulation under the
Investment Company Act of 1940 insofar as TransAmerican will not
be engaged in the business of investing or trading in securities.
In the event that TransAmerican engages in business combinations
which result in the Company holding passive investment interests
in a number of entities, TransAmerican could be subject to
regulation under the Investment Company Act of 1940.  In such
event, TransAmerican would be required to register as an
investment company and could incur significant registration and
compliance costs.  TransAmerican has obtained no formal
determination from the Securities and Exchange Commission as to
the status of the Company under the Investment Company Act of
1940 and, consequently, any violation of such Act would subject
TransAmerican to material adverse consequences.  TransAmerican's
Board of Directors unanimously approved a resolution stating that
it is the Company's desire to be exempt from the Investment
Company Act of 1940 under Regulation 3a-2 thereto.

The Securities Enforcement and Penny Stock Reform Act of 1990

     The Securities Enforcement and Penny Stock Reform Act of
1990 requires additional disclosure relating to the market for
penny stocks in connection with trades in any stock defined as a
penny stock.  The Commission has adopted regulations that
generally define a penny stock to be any equity security that has
a market price of less than $5.00 per share, subject to certain
exceptions.  Such exceptions include any equity security listed
on Nasdaq and any equity security issued by an issuer that has
(i) net tangible assets of at least $2,000,000, if such issuer
has been in continuous operation for three years, (ii) net
tangible assets of at least $5,000,000, if such issuer has been
in continuous operation for less than three years, or (iii)
average annual revenue of at least $6,000,000, if such issuer has
been in continuous operation for less than three years.  Unless
an exception is available, the regulations require the delivery,
prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market and the risks
associated with that market.


Changes in Securities.

     Between March 2000 and July 2000, TransAmerican completed
private placements whereby we sold 4,544,090 restricted shares of
the Company's Common Stock to approximately 21 investors.  Except
for 350,000 shares issued in March 2000 for services rendered,
each of the shares of stock were sold for cash.  All of the
investors are residents of foreign countries, and the shares were
purchased for investment purposes.  The shares were sold pursuant
to a Regulation S exemption from registration.  All of the stock
certificates have been affixed with the appropriate legend
restricting sales and transfers.

     There were no underwriters, brokers or dealers involved in
connection with the sale and issuance of any of the TransAmerican
securities.

     All of the shareholders had a pre-existing personal or
business relationship with TransAmerican or one of our officers
or directors.  By reason of their business experience, each has
been involved financially and by virtue of a time commitment in
business projects with the officers of the Company.  Further,
each of the shareholders has established a pre-existing personal
relationship with an officer or director of TransAmerican.

(d)  Exemption from Registration Relied Upon

     Each of the above transactions was deemed by TransAmerican
to be exempt from registration under Section 4(2) of the
Securities Act of 1933, and Rule 145 (17 CFR Section 230.145) as
a transaction not involving any public offering.  Except as noted
herein, no compensation or commissions were paid to any person in
connection with the issuance of the shares, and no underwriter,
broker or dealer participated in such sales.  Each issuee in the
transactions described above made a written representation to
TransAmerican that he was acquiring the Company's stock for
investment purposes and not with a view to the resale or
redistribution thereof.  Each stock certificate issued contains a
restrictive legend.


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, 2000

     2)   Audited Consolidated Financial Statements as of
          December 31, 1999, 1998 and 1997

<PAGE>



                  TRANSAMERICAN HOLDINGS, INC.
                (A DEVELOPMENT STAGE ENTERPRISE)

                      FINANCIAL STATEMENTS

                  YEAR ENDED DECEMBER 31, 2000




                             CONTENTS

                                                       Page

Independent Auditors' Report                           1

Financial Statements:
  Balance Sheet                                        2
  Statement of Operations                              3
  Statement of Stockholders' Equity                    4
  Statement of Cash Flows                              5
  Notes to Financial Statements                        6-10


<PAGE>


                   INDEPENDENT AUDITORS' REPORT



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


We have audited the accompanying balance sheet of TransAmerican
Holdings, Inc. (a development stage enterprise) as of December
31, 2000, and the related statements of operations, stockholders'
equity and cash flows for the year 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 generally accepted
auditing standards.  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, 2000, and the
results of its operations and its cash flows for the period then
ended in conformity with generally accepted accounting
principles.



STONEFIELD JOSEPHSON, INC.
CERTIFIED PUBLIC ACCOUNTANTS

Santa Monica, California
March 28, 2001


<PAGE>                          1


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

                             BALANCE SHEET - DECEMBER 31, 2000


                                          ASSETS
<S>                                                    <C>            <C>

Current assets:
  Cash                                                  $   924,732
  Certificate of deposit                                    100,000
  Notes receivable                                           60,000
  Note receivable, related party                             15,000
                                                        -----------

          Total current assets                                      $ 1,099,732

Property and equipment, net of
  accumulated depreciation and amortization                               9,025

Cash - restricted                                                        30,665
                                                                    -----------

                                                                    $ 1,139,422
                                                                    ===========


                           LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses                 $    18,846
  10% note payable, officer, due June 18, 2001               10,000
                                                        -----------

          Total current liabilities                                 $    28,846

Stockholders' equity:
  Common stock; $.001 par value, 100,000,000
   shares authorized, 16,271,090 shares
   issued and outstanding                               $    16,271
  Subscription receivable                                   (33,750)
  Additional paid-in capital                              1,453,147
  Deficit accumulated during development stage             (325,092)
                                                        -----------

          Total stockholders' equity                                  1,110,576
                                                                    -----------

                                                                    $ 1,139,422
                                                                    ===========


See accompanying notes to financial statements.

</TABLE>
<PAGE>                                       2

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

                                 STATEMENT OF OPERATIONS

                              YEAR ENDED DECEMBER 31, 2000


<S>                                        <C>                   <C>
                                                                 From inception on
                                             Year ended          July 22, 1996 to
                                         December 31, 2000       December 31, 2000
                                         -----------------       -----------------
Net revenues                                $          -          $           -

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

General and administrative expenses              319,992                325,092
                                            ------------          -------------

Net loss                                    $   (319,992)         $    (325,092)
                                            ============          =============

Net loss per share, basic and diluted       $       (.02)         $        (.02)
                                            ============          =============

Weighted average number of shares
  outstanding, basic and diluted              14,538,989             14,538,989
                                            ============          =============



See accompanying notes to financial statements.

</TABLE>
<PAGE>                                       3

<TABLE>

                              TRANSAMERICAN HOLDINGS, INC.
                            (A DEVELOPMENT STAGE ENTERPRISE)

                            STATEMENT OF STOCKHOLDERS' EQUITY

                              YEAR ENDED DECEMBER 31, 2000



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

Balance at
 January 1, 2000    11,300,000   $ 11,300    $   3,000      $              $   (5,100)    $     9,200

Issuance of common stock
 for cash during
 March 2000          1,445,090      1,445      296,100                                        297,545

Issuance of common stock
 for cash during
 April 2000            230,000        230      114,770                                        115,000

Issuance of common stock
 for cash during
 May 2000            1,918,000      1,918      670,790                                        672,708

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

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

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


See accompanying notes to financial statements.

</TABLE>
<PAGE>                                       4

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

                                 STATEMENT OF CASH FLOWS

                              YEAR ENDED DECEMBER 31, 2000

                    INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


<S>                                     <C>                 <C>
                                                            From inception on
                                             Year ended     July 22, 1996 to
                                         December 31, 2000  December 31, 1999
                                         -----------------  -----------------

Cash flows provided by (used for)
operating activities:
  Net loss                               $       (319,992)  $    (325,092)

  Adjustments to reconcile net loss
    to net cash provided by (used for)
    operating activities -
      depreciation and amortization                 1,003           1,003

  Changes in assets and liabilities:

    (Increase) decrease in liabilities -
      accounts payable and accrued expenses        18,294          18,294
                                              -----------     -----------

          Net cash used for
          operating activities                   (300,143)       (305,243)
                                              -----------     -----------

Cash flows used for investing activities -
  Note receivable                                 (60,000)        (60,000)
  Note receivable, related party                  (15,000)        (15,000)
  Restricted cash                                 (30,665)        (30,665)
  Payments to acquire property
   and equipment                                  (10,028)        (10,028)
                                              -----------     -----------

          Net cash used for
          investing activities                   (115,693)       (115,693)
                                              -----------     -----------


Cash flows provided by financing activities:
  Proceeds from note payable, officer              10,000          10,000
  Proceeds from sale of common stock            1,421,368       1,435,668
                                              -----------     -----------

          Net cash provided by
          financing activities                  1,431,368       1,445,668
                                              -----------     -----------

Net increase in cash                            1,015,532       1,024,732
Cash and cash equivalents, beginning of year        9,200               -
                                              -----------     -----------

Cash and cash equivalents, end of year        $ 1,024,732     $ 1,024,732
                                              ===========     ===========

Supplemental disclosure of
 cash flow information:
  Interest paid                               $         0     $         0
                                              ===========     ===========
  Income taxes paid                           $         0     $         0
                                              ===========     ===========


See accompanying notes to financial statements.

</TABLE>
<PAGE>                                       5


                  TRANSAMERICAN HOLDINGS, INC.
                (A DEVELOPMENT STAGE ENTERPRISE)

                 NOTES TO FINANCIAL STATEMENTS

                  YEAR ENDED DECEMBER 31, 2000




(1)  Summary of Significant Accounting Policies:

     General:

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

     Business Activity:

          The Company has been in development stage and was
          inactive until November 1999, at which time current
          management became involved.  On November 15, 1999, the
          Company changed its name to TransAmerican Holdings,
          Inc.  The sole purpose of the Company at this time is
          to raise capital and to locate and acquire a private
          on-going business.

     Use of Estimates:

          The preparation of financial statements in conformity
          with generally accepted accounting principles requires
          management to make estimates and assumptions that
          affect the reported amounts of assets and liabilities
          and disclosure of contingent assets and liabilities at
          the date of the financial statements and the reported
          amounts of revenues and expenses during the reporting
          period.  Actual results could differ from those
          estimates.

     Fair Value:

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

     Cash:

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

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



<PAGE>                          6


                  TRANSAMERICAN HOLDINGS, INC.
                (A DEVELOPMENT STAGE ENTERPRISE)

           NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                  YEAR ENDED DECEMBER 31, 2000




(1)  Summary of Significant Accounting Policies, Continued:

     Property and Equipment:

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

     Comprehensive Income:

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

     Income Taxes:

          The Company accounts for income taxes under Statement
          of Financial Accounting Standards No. 109, "Accounting
          for Income Taxes," which adopts the asset and liability
          approach to measurement of temporary differences
          between financial reporting and income tax return
          reporting.  The principal temporary difference is the
          net operating loss carryforward of approximately
          $325,000 at December 31, 2000.  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 on December 31, 2019 and
          California state net operating loss carryforwards
          expire on December 31, 2004.

     Development Stage Enterprise:

          The Company is a development stage company as defined
          in Statement of Financial Accounting Standards No. 7,
          "Accounting and Reporting by Development Stage
          Enterprises." The Company is devoting substantially all
          of its present efforts to establish a new business.
          All losses accumulated since inception of TransAmerican
          Holdings (Note 1) have been considered as part of the
          Company's development stage activities.

     Net Loss Per Share:

          The Company has adopted Statement of Financial
          Accounting Standard No. 128, Earnings per Share ("SFAS
          No. 128"), which is effective for annual and interim
          financial statements issued for periods ending after
          December 15, 1997.  Net loss per share has been
          computed using the weighted average number of shares
          outstanding.  As of December 31, 2000, the Company had
          no dilutive common stock such as stock options.

     New Accounting Pronouncements:

          In December 1999, the Securities and Exchange
          Commission (the Commission) issued Staff Accounting
          Bulletin No. 101, Revenue Recognition in Financial
          Statements, which is to be applied beginning with the
          fourth fiscal quarter of fiscal years beginning after
          December 15, 1999, to provide guidance related to
          recognizing revenue in circumstances in which no
          specific authoritative literature exists.  The adoption
          by the Company in the application of the Staff
          Accounting Bulletin to the Company's financial
          statements did not have a material change in the amount
          of revenues the Company ultimately realized.



<PAGE>                          7


                  TRANSAMERICAN HOLDINGS, INC.
                (A DEVELOPMENT STAGE ENTERPRISE)

           NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                  YEAR ENDED DECEMBER 31, 2000




(1)  Summary of Significant Accounting Policies, Continued:

     New Accounting Pronouncements, Continued:

          In June 1998, the Financial Accounting Standards Board
          issued SFAS No. 133, "Accounting for Derivative
          Instruments and Hedging Activities."  SFAS No. 133, as
          amended by SFAS No. 137, is effective for fiscal years
          beginning after June 15, 2000.  SFAS No. 133 requires
          the Company to recognize all derivatives as either
          assets or liabilities and measure those instruments at
          fair value. It further provides criteria for derivative
          instruments to be designated as fair value, cash flow
          and foreign currency hedges and establishes respective
          accounting standards for reporting changes in the fair
          value of the derivative instruments. Upon adoption, the
          Company will be required to adjust hedging instruments
          to fair value in the balance sheet and recognize the
          offsetting gains or losses as adjustments to be
          reported in net income or other comprehensive income,
          as appropriate. The Company is evaluating its expected
          adoption date and currently expects to comply with the
          requirements of SFAS 133 in fiscal year 2001. The
          Company does not expect the adoption will be material
          to the Company's financial position or results of
          operations since the Company does not believe it
          participates in such activities.


(2)  Restricted Cash:

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


(3)  Notes Receivable:

     A summary is as follows:

     Note receivable, ToySyndicate.com, Inc., secured by all
     assets of the debtor, and personal guarantees of the
     debtor's principal shareholders, payable in monthly
     installments of $417, including interest at 10%, with
     remaining balance including accrued interest due on
     March 12, 2001.                                            50,000


     Note receivable, KMK Restaurants Ltd., unsecured and
     bears interest at 10%, due May 31, 2001.                   10,000
                                                           ------
                                                           60,000
                                                           ======

(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.

     Note receivable, related party, is secured by cash and
     equity on deposit at payor's brokerage account, payable in
     one single payment including interest at 12%, on July 3,
     2001.


<PAGE>                          8


                  TRANSAMERICAN HOLDINGS, INC.
                (A DEVELOPMENT STAGE ENTERPRISE)

           NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                  YEAR ENDED DECEMBER 31, 2000




(5)  Property and Equipment:

     Property and equipment is comprised of the following:

          Furniture and fixtures             $    5,064
          Office equipment                        4,964
                                             ----------
                                                 10,028
          Less accumulated depreciation
           and amortization                       1,003
                                             ----------

                                             $    9,025
                                             ==========


Depreciation and amortization expense for the year ended December
31, 2000 amounted to $1,003.


(6)  Stockholders' Equity:

     The Company has no preferred stock.

     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 $.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 $.001
     par value common stock for $100 in services.

     In November 1999, the Company issued 9,200,000 of its $.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 $.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 defined in Rule 144.  An additional 350,000
     shares 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.



<PAGE>                          9


                  TRANSAMERICAN HOLDINGS, INC.
                (A DEVELOPMENT STAGE ENTERPRISE)

           NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                  YEAR ENDED DECEMBER 31, 2000



(6)  Stockholders' Equity, Continued:

     In April 2000, the Company issued 230,000 shares of its
     $.001 par value common stock for $115,000 in cash.

     In May 2000, the Company issued 1,918,000 shares of its
     $.001 par value common stock for $672,708 in cash.

     In June 2000, the Company issued 913,000 shares of its $.001
     par value common stock for $143,063 in cash.

     In July 2000, the Company issued 465,000 shares of its $.001
     par value common stock for $193,052 in cash.


(7)  Commitments:

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

          Year ending December 31,
              2001                      $    101,640
              2002                           101,640
              2003                           101,640
              2004                            50,820
                                        ------------
                                        $    355,740
                                        ============

     Rent expense for the year ended December 31, 2000 amounted
     to $71,090.



<PAGE>                          10



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


                       FINANCIAL STATEMENTS

                        December 31, 1999
                        December 31, 1998
                        December 31, 1997



                        TABLE OF CONTENTS


                                                       PAGE #
                                                            F-

         INDEPENDENT AUDITORS' REPORT                        1

         ASSETS                                              2

         LIABILITIES AND STOCKHOLDERS' EQUITY                3

         STATEMENT OF OPERATIONS                             4

         STATEMENT OF STOCKHOLDERS' EQUITY                   5

         STATEMENT OF CASH FLOWS                             6

         NOTES TO FINANCIAL STATEMENTS                      7-11



<PAGE>                         F-1



                   INDEPENDENT AUDITORS' REPORT

Board of Directors
February 28, 2000
TRANSAMERICAN HOLDINGS, INC.
Beverly Hills, California

     I have audited the accompanying Balance Sheets TRANSAMERICAN
HOLDINGS, INC., (Formerly Health Research, Ltd.), (A Development
Stage Company), as of December 31, 1999, December 31, 1998, and
December 31, 1997, and the related statements of operations,
stockholders' equity and cash flows for the three years ended
December 31, 1999, December 31, 1998, and December 31, 1997.
These financial statements are the responsibility of the
Company's management.  My responsibility is to express an opinion
on these financial statements based on my audit.

     I conducted my audit in accordance with generally accepted
auditing standards.  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.  I believe that my
audit provides a reasonable basis for my opinion.

     In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of TRANSAMERICAN HOLDINGS, INC., (Formerly Health Research,
Ltd.), (A Development Stage Company), as of December 31, 1999,
December 31, 1998, and December 31, 1997, and the results of its
operations and cash flows for the three years ended December 31,
1999, December 31, 1998, and December 31, 1997, in conformity
with generally accepted accounting principles.

     The accompanying  financial  statements have been prepared
assuming the Company  will continue as a going concern.  As
discussed in Note #6 to the financial statements, the Company has
suffered recurring losses from operations and has no established
source of revenue.  This raises  substantial doubt about its
ability to continue as a going concern. Management's plan in
regard to these matters is described in Note #6. These  financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.


/s/ Barry L. Friedman
---------------------------
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, NV 89123
(702) 361-8414


<PAGE>                         F-2


<TABLE>

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


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

                                  BALANCE SHEET


                                     ASSETS


                                        December 31,       December 31,     December 31,
                                            1999              1998              1997
                                       ----------------  ---------------  ----------------

CURRENT ASSETS
     CASH                              $          9,200  $             0  $              0
                                       ----------------  ---------------  ----------------

     TOTAL CURRENT ASSETS              $          9,200  $             0  $              0
                                       ----------------  ---------------  ----------------

OTHER ASSETS                           $              0  $             0  $              0
                                       ----------------  ---------------  ----------------

     TOTAL OTHER ASSETS                $              0  $             0  $              0
                                       ----------------  ---------------  ----------------

TOTAL ASSETS                           $          9,200  $             0  $              0
                                       ================  ===============  ================




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

</TABLE>
<PAGE>                                      F-3

<TABLE>
                               TRANSAMERICAN HOLDINGS, INC.
                             (Formerly Health Research, Ltd.)
                               (A Development Stage Company)


                                       BALANCE SHEET

                           LIABILITIES AND STOCKHOLDERS' EQUITY

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


                                         December 31,     December 31,     December 31,
                                             1999            1998              1997

CURRENT LIABILITIES
     Advances Payable (Note #5)        $          3,600  $         3,025  $          1,750
                                       ----------------  ---------------  ----------------

     TOTAL CURRENT LIABILITIES         $          3,600  $         3,025  $          1,750
                                       ----------------  ---------------  ----------------

STOCKHOLDERS' EQUITY (Note #4)

     Common stock, $1.00 par value
     Authorized 25,000 shares
     Issued and outstanding at
     December 31, 1997 -5,000 shs                                         $          5,000
     December 31, 1998 -5,000 shs                        $         5,000

     Common stock, $.001 par value
     Authorized 100,000,000 shares
     Issued and outstanding at
     December 31, 1998 -11,300,000     $         11,300

     Additional Paid-In Capital                   3,000                0                 0

     Deficit accumulated during
     The development stage                       -5,100           -5,000            -5,000

TOTAL STOCKHOLDERS' EQUITY             $         -9,200  $        -3,025  $              0
                                       ----------------  ---------------  ----------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                   $          9,200  $             0  $              0
                                       ================  ===============  ================


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

</TABLE>
<PAGE>                                      F-4


<TABLE>
                               TRANSAMERICAN HOLDINGS, INC.
                             (Formerly Health Research, Ltd.)
                               (A Development Stage Company)


                                  STATEMENT OF OPERATIONS



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

                           Year              Year              Year         July 22,1996
                          Ended             Ended             Ended         (Inception)
                         Dec. 31,          Dec. 31,          Dec. 31,        to Dec. 31,
                           1999              1998              1997             1999
                      ---------------  ----------------  ---------------  ----------------

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

EXPENSES
General, Selling and
Administrative        $           100  $              0  $             0  $          5,100
                      ---------------  ----------------  ---------------  ----------------


TOTAL EXPENSES        $           100  $              0  $             0  $          5,100
                      ---------------  ----------------  ---------------  ----------------


NET PROFIT/LOSS (-)   $          -100  $              0  $             0  $         -5,100
                      ===============  ================  ===============  ================

Net Profit/Loss(-)
per weighted share
(Note #1)             $           NIL  $            NIL  $           NIL  $         -.0015
                      ---------------  ----------------  ---------------  ----------------

Weighted average
Number of common
shares outstanding          2,392,448         2,000,000        2,000,000         3,352,603
                      ---------------  ----------------  ---------------  ----------------


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

</TABLE>
<PAGE>                                      F-5


<TABLE>
                               TRANSAMERICAN HOLDINGS, INC.
                             (Formerly Health Research, Ltd.)
                               (A Development Stage Company)


                       STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

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


                                                            Additional        Accumu-
                          Common             Stock           paid-in           lated
                          Shares            Amount           Capital          Deficit
                      ---------------  ----------------  ---------------  ----------------

Balance,
December 31, 1996               5,000  $          5,000  $             0  $         -5,000

Net loss year ended
December 31, 1997                                                                        0
                      ---------------  ----------------  ---------------  ----------------

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

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

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

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

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

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

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

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

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

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

</TABLE>
<PAGE>                                      F-6

<TABLE>

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


                                  STATEMENT OF CASH FLOWS

<S>                   <C>              <C>               <C>              <C>
                            Year              Year              Year         July 22,1996
                           Ended             Ended             Ended         (Inception)
                          Dec. 31,          Dec. 31,          Dec. 31,        to Dec. 31,
                           1999              1998              1997             1999
                      ---------------  ----------------  ---------------  ----------------
Cash Flows from
Operating Activities

     Net Loss         $          -100  $              0  $             0  $         -5,100

     Adjustment to
     Reconcile net loss
     To net cash provided
     by operating
     Activities
     Issue common stock
     For services                +100                 0                0            +5,100

Changes in assets and
Liabilities                         0                 0                0                 0

     Increase in current
     Liabilities                    0                 0                0                 0
                      ---------------  ----------------  ---------------  ----------------

Net cash used in
Operating activities  $             0  $              0  $             0  $              0

Cash Flows from
Investing Activities                0                 0                0                 0

Cash Flows from
Financing Activities

     Issuance of Common
     Stock for Cash            +9,200                 0                0            +9,200
                      ---------------  ----------------  ---------------  ----------------

Net Increase
 (decrease)           $         9,200  $              0  $             0  $          9,200

Cash,
Beginning of period                 0                 0                0                 0
                      ---------------  ----------------  ---------------  ----------------

Cash, End of Period   $         9,200  $              0  $             0  $          9,200
                      ---------------  ----------------  ---------------  ----------------


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

</TABLE>
<PAGE>                                      F-7



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


                  NOTES TO FINANCIAL STATEMENTS

   December 31, 1999, December 31, 1998, and December 31, 1997


NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

     The Company was organized July 22, 1996 under the laws of
the State of Nevada as Health Research, Ltd.  The Company
currently has no operations and in accordance with SFAS #7, is
considered a development company.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Accounting Method

     The Company records income and expenses on the accrual
method.

     Estimates

     The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period.  Actual results could differ from those estimates.

     Cash and equivalents

     The Company maintains a cash balance in a
non-interest-bearing bank that currently does not exceed
federally insured limits.  For the purpose of the statements of
cash flows, all highly liquid investments with the maturity of
three months or less are considered to be cash equivalents.
There are no cash equivalents as of December 31, 1999.


<PAGE>                         F-8


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


            NOTES TO FINANCIAL STATEMENTS (CONTINUED)

   December 31, 1999, December 31, 1998, and December 31, 1997


     NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)

     Income Taxes

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

     Loss Per Share

     Net loss per share is provided in accordance with Statement
of Financial  Accounting  Standards No. 128 (SFAS #128) "Earnings
Per  Share".  Basic  loss per share is  computed  by  dividing
losses  available  to  common  stockholders  by  the  weighted
average number of common shares outstanding during the period.
Diluted loss per share  reflects per share  amounts that would
have resulted if dilutive  common stock  equivalents  had been
converted  to common  stock.  As of December 31, 1999, the
Company had no dilutive common stock equivalents such as stock
options.

     Year End

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



<PAGE>                         F-9

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


            NOTES TO FINANCIAL STATEMENTS (CONTINUED)

   December 31, 1999, December 31, 1998, and December 31, 1997


     NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)

     Year 2000 Disclosure

     Computer programs that have time sensitive software may
recognize a date using "00" as the year 1900 rather than the year
2000.  This could result in a system failure or miscalculations
causing disruption of normal business activities.

     The company's potential software suppliers have verified
that they will provide only certified "Year 2000" compatible
software for all of the company's computing requirements.

     Because the company's products and services are sold to the
general public with no major customers, the company believes that
the "Year 2000" issue will not pose significant operational
problems and will not materially affect future financial results.

NOTE 3 - INCOME TAXES

     There is no provision for income taxes for the period ended
December 31, 1999, due to the net loss and no state income tax in
Nevada, the state of the Company's domicile and operations.  The
Company's total deferred tax asset as of December 31, 1999 is as
follows:

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

     Net deferred tax asset                      $       0


     The federal net operation loss carry forward will expire in
various amounts from 2008 to 2019.

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


<PAGE>                         F-10


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


            NOTES TO FINANCIAL STATEMENTS (CONTINUED)

   December 31, 1999, December 31, 1999, and December 31, 1997

NOTE 4 - STOCKHOLDERS' EQUITY

     Common Stock

     The authorized common stock of the corporation  consists of
100,000,000 shares with Par Value of $.001.

     Preferred Stock

     The corporation has no preferred stock.

     On July 30, 1996,  the company  issued 5,000 shares of its
No Par Value Common Stock in consideration of $5,000 in cash.

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

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

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

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

     On  November  15,  1999,  the  Company  changed  its name
from  Health Research, Ltd., to TransAmerican Holdings, Inc.

     On  December  29,  1999,  the State of Nevada  approved  the
company's restated  Articles of Incorporation  that increased the
capitalization from  25,000,000   common  shares  with  a  par
value  of  $0.0001 to 100,000,000 common shares with a par value
of $0.0001.


<PAGE>                         F-11



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


            NOTES TO FINANCIAL STATEMENTS (Continued)

   December 31, 1999, December 31, 1998, and December 31, 1997


NOTE 5 - WARRANTS AND OPTIONS

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


NOTE 6 - GOING CONCERN

     The Company's financial statements are prepared using
generally accepted accounting principles applicable to a going
concern which contemplates the realization of assets and
liquidation of liabilities in the normal course of business.
However, the Company does not have significant cash or other
material assets, nor does it have an established source of
revenues sufficient to cover its operating costs and to allow it
to continue as a going concern.  It is the intent of the Company
to seek a merger with an existing, operating company.  Until that
time, the stockholders/officers and or directors have committed
to advancing the operating costs of the Company interest free.

NOTE 7 - RELATED PARTY TRANSACTIONS

     The Company neither owns nor leases any real or personal
property.  An officer of the corporation provides office services
without charge.  Such costs are immaterial to the financial
statements and accordingly, have not been reflected therein.  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 a conflict in selecting
between the Company and their other business interests.  The
Company has not formulated a policy for the resolution of such
conflicts.


<PAGE>                         F-12


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

     On March 19, 2001, pursuant to a consent of the Board of
Directors, TransAmerican approved the engagement of Stonefield
Josephson, Inc., Certified Public Accountants, to replace Barry
L. Friedman, P.C. as its independent auditors for the fiscal year
ending December 31, 2000, and for the subsequent interim period.

     The change in auditors comes as a result of the recent death
of the Company's former auditor, Barry L. Friedman, P.C., of
which TransAmerican was just recently informed, while preparing
for its 2000 audit.

     Stonefield Josephson, Inc. have not previously reported on
the consolidated financial statements for the Company.

     In connection with the audit of the Company's financial
statements for the years ended December 31, 1997, 1998 and 1999,
there have been no disagreements with Barry L. Friedman, P.C. on
any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of Barry L.
Friedman, P.C., would have caused them to make reference thereto
in their report on the consolidated financial statements for any
years for which an audit was undertaken.



                             PART III


ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
          PERSONS

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

Name                     Age       Position
-----------------        ---       ---------------
Najib E. Choufani        59        Chairman, CEO, President,
                                   Secretary & Treasurer
Saad A. Al-Rossais       34        Honorary President
Farid E. Tannous         34        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.
Tannous is the son-in-law of Mr. Choufani.  Except as otherwise
disclosed herein, there are no family relationships between any
executive officers or directors of the Company.

NAJIB E. CHOUFANI   -    C.E.O., President, Secretary, Treasurer
                         & 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. as well as 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 a prestigious American University.

FARID E. TANNOUS    -    Director

     Farid E. Tannous has served as a Director of the Company
since November 1999.  Currently, he is employed at DIRECTV, Inc.
where he is involved in various capacities including valuing,
structuring and executing strategic investments and relationships
with "new media" enterprises.  From December 1999 and prior to
joining DIRECTV, a wholly-owned subsidiary of Hughes Electronics
Corporation, Mr. Tannous was with the corporate treasury
organization of Hughes where he assisted in conducting valuations
and effectuating financing transactions for the company's
satellite and network communication units.  From February 1996 to
May 1999, Mr. Tannous served as Treasurer and Chief Financial
Officer of Colorado Casino Resorts, Inc., a gaming and lodging
concern with operations in Colorado.  In addition to overseeing
the company's finance and accounting operations, he was
accountable for all corporate finance, treasury and cash
management activities.  From June 1994 to February 1996, as
Managing Director of F.E. Tannous & Co. Investment Management
Group, Mr. Tannous consulted to several start-up ventures in
various industries including food, retail, wireless
telecommunications and Internet-related e-commerce.  During this
time, he was instrumental in developing business plans,
generating pro-forma financials, advising on business strategy
and capital structure and arranging venture financing through
private placements and public offerings.  Mr. Tannous holds an
MBA in finance and accounting from the University of Chicago
Graduate School of Business.  He also holds a Masters and
Bachelors degree in Electrical Engineering from the University of
Southern California.

     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, 2000, 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

     (a)  Security Ownership of Certain Beneficial Owners.

     The following table sets forth 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         9,200,000            56.5%
               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 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         9,200,000           56.5%
               9601 Wilshire Boulevard  (affiliate)
               Suite 620
               Beverly Hills, CA 90210

Common         Farid E. Tannous              -                 -
               9601 Wilshire Boulevard  (affiliate)
               Suite 620
               Beverly Hills, CA 90210

Common         All Officers and          9,200,000           56.5%
               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

     No reports on Form 8-K were filed in the final quarter of
the fiscal year covered by this report.



                            SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of
1934, the Registrant has caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized.


                   TRANSAMERICAN HOLDINGS, INC.


Date: April 12, 2001               By: /s/ Najib E. Choufani
                                      -------------------------
                                      Najib E. Choufani
                                      Chairman and CEO


Date: April 12, 2001               By: /s/ Farid E. Tannous
                                      -------------------------
                                      Farid E. Tannous
                                      Director