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, 2003.

                          COMMISSION FILE NO. 000-29933

                          TRANSAMERICAN HOLDINGS, INC.

                 (Name of Small Business Issuer in its Charter)



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

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

                                 (310) 271-9911
                           (Issuer's telephone number)

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

                                      NONE

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

                          $0.001 PAR VALUE COMMON STOCK
                                (Title of Class)

Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
YES [X] NO [ ]

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

Revenues for the year ending December 31, 2003 were $0.

The  aggregate  market value of the voting and  non-voting  Common Stock held by
non-affiliates of the issuer on March 31, 2004, based upon the closing bid price
of such stock on that date ($0.20) was approximately  $3,524,218. As of the date
of this filing, the Company had approximately  17,621,090 shares of Common Stock
issued and outstanding.


<PAGE>


                          TRANSAMERICAN HOLDINGS, INC.

                                   FORM 10-KSB

                   for the fiscal year ended December 31, 2003



                                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

Item 8A.  Controls and Procedures


PART III

Item 9.   Directors and Executive Officers of the Registrant

Item 10.  Executive Compensation

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

Item 12.  Certain Relationships and Related Transactions

Item 13.  Exhibits and Reports on Form 8-K

Item 14.  Principal Accountant Fees and Services

          Signatures





<PAGE>


                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 10-KSB contains  "forward-looking  statements" within
the meaning of Section 27A of the  Securities Act of 1933 and Section 21E of the
Securities  Exchange  Act  of  1934.  Statements  of  our  intentions,  beliefs,
expectations  or predictions  for the future,  denoted by the words  "believes,"
"expects,"  "may,"  "will,"  "should,"  "seeks,"  "pro  forma,"   "anticipates,"
"intends" and similar  expressions are  forward-looking  statements that reflect
our current  views about future  events and are subject to risks,  uncertainties
and assumptions.

We wish  to  caution  readers  that  these  forward-looking  statements  are not
guarantees of future  performance  and involve risks and  uncertainties.  Actual
events  or  results  may  differ   materially   from  those   discussed  in  the
forward-looking  statements as a result of various factors,  including,  without
limitation,  the risk factors and other matters  contained in this annual report
generally.   All  subsequent   written  and  oral   forward-looking   statements
attributable  to us or persons  acting on our behalf are expressly  qualified in
their  entirety  by the  cautionary  statements  included in this  document.  We
undertake  no  obligation  to  publicly  update  or revise  any  forward-looking
statements, whether as a result of new information, future events or otherwise.


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

HISTORY AND DEVELOPMENT OF THE COMPANY.

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

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

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

<PAGE>

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


BUSINESS STRATEGY OVERVIEW.

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

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

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

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

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

<PAGE>

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 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.

<PAGE>

- 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 contemplates 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 would probably result in a change
in control and management of the Company.

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

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


ITEM 2. DESCRIPTION OF PROPERTY.

TransAmerican  maintains  its  principal  executive  offices  at  9601  Wilshire
Boulevard,  Suite 620, Beverly Hills,  California 90210, which we utilize as our
main  corporate  business  office.  Our  lease is for a term of four (4)  years,
commencing on July 1, 2000,  with an annual rental rate of $112,499 for the year
ended December 31, 2003. The space consists of  approximately  3,080 square feet
of which  approximately  2,000  square  feet is  sub-leased  to others,  leaving
approximately  1,080  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.




<PAGE>


                                     PART II


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

(a) Market Information.

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

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

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




   2004              HIGH                LOW
-----------         ------              ------
1st Quarter          1.00                0.20


   2003              HIGH                LOW
-----------         ------              ------
1st Quarter          0.20                0.20
2nd Quarter          0.20                0.20
3rd Quarter          1.00                0.20
4th Quarter          1.00                0.17


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


<PAGE>

(b) Other.

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

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

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

Management  intends to strongly  consider  undertaking  a  transaction  with any
merger or acquisition  candidate which will allow the Company's securities to be
traded without the aforesaid  limitations.  However,  there can be no assurances
that,  upon a  successful  merger or  acquisition,  the Company will qualify its
securities for listing on NASDAQ or some other national exchange,  or be able to
maintain the maintenance  criteria  necessary to insure continued  listing.  The
failure  of the  Company  to  qualify  its  securities  or to meet the  relevant

<PAGE>

maintenance  criteria after such  qualification  in the future may result in the
discontinuance  of the  inclusion  of the  Company's  securities  on a  national
exchange.  In such event,  trading, if any, in the Company's securities may then
continue in the non-NASDAQ  over-the-counter  market. As a result, a shareholder
may find it more difficult to dispose of, or to obtain accurate quotations as to
the market value of, the Company's securities.

(c) Dividends.

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

(d) Reports to Shareholders.

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

(e) Transfer Agent.

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

(f) Changes in Securities.

During the fourth  quarter of the fiscal year ended  December  2002, the Company
sold a total of 500,000  shares of common  voting  stock to various  individuals
outside the United States.  The shares were sold at prices ranging from $0.18 to
$0.30 per share  representing a total purchase price and proceeds to the Company
of  approximately  $120,535.  We did not publicly  offer any  securities  and no
underwriter  was  utilized.  We  paid  no  other  finder's  fees,  discounts  or
commissions in connection with the above offers and sales.  The offers and sales
were exempt  pursuant to Sections  4(2) and 5 of the Act,  Regulations  D and S,
respectively,  promulgated  thereunder,  and pursuant to Section 25102(f) of the
California  Corporations Code. The purchasers  acquired the shares for their own
account with no then present  intention of dividing their  interests with others
or of reselling or otherwise  disposing of all or any portion of the shares. The
shares were offered and sold in private  transactions,  which were not part of a
distribution  of the shares,  and, in the case of those shares sold  pursuant to
Regulation S, the offers and sales were made in offshore  transactions and there
were no directed  selling efforts in the United States in connection  therewith.
We, or our officers or directors or our or their affiliates or  representatives,
had  a  pre-existing   personal  or  business  relationship  with  each  of  the
individuals  purchasing  the  shares.  The  proceeds  from  the  above  sales of
unregistered securities were used primarily to fund the day-to-day operations of
the Company.

Between April and December 2003, the Company  borrowed an aggregate of $674,000.
The Company issued non-interest  bearing convertible notes due one year from the
date of issuance. The notes are convertible into the Company's common stock only
at the due date or later at 75%

<PAGE>

of the market price at the time of conversion.  During the 2003 fiscal year, the
Company repaid $282,000 leaving a balance of $392,000.  The notes were issued to
Uni  Financial  Group,  Inc.,  a  California  corporation  ("UFG").  UFG  is  an
investment banker, of which Mr. Choufani, the President,  director and principal
stockholder of the Company, is Chairman and majority shareholder.


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

MANAGEMENT'S DISCUSSION AND ANALYSIS.

SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  discusses  the  Company's  financial  statements,  which  have  been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial  statements and the reported
amounts of revenues and expenses  during the  reporting  period.  On an on-going
basis, management evaluates its estimates and judgments, including those related
to  reserves  and  financial  operations.  Management  bases its  estimates  and
judgments  on  historical  experiences  and on various  other  factors  that are
believed to be reasonable under the circumstances, the results of which form the
basis for making  judgments  about the carrying value of assets and  liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.  The most significant
accounting  estimates  inherent in the  preparation  of the Company's  financial
statements  include  estimates as to the  appropriate  carrying value of certain
assets and  liabilities  which are not  readily  apparent  from  other  sources,
primarily  allowance  for  doubtful  accounts.  These  accounting  policies  are
described at relevant  sections in this discussion and analysis and in the notes
to the financial statements included in our Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2003.


RESULTS OF OPERATIONS.

TransAmerican's  current  cash assets  decreased  from  $135,404 at December 31,
2002, to $16,928 at December 31, 2003.  The decrease in cash resulted  primarily
from cash used for normal  operating  activities for the year ended December 31,
2003.

Total  expenses  increased to $722,585 for the year ended  December 31, 2003, as
compared to $513,402  for the year ended  December  31,  2002.  The  increase in
expenses resulted  primarily from an increase in travel in Europe and the Middle
East and  additional  consultants  and business  development.  The expenses also
related  to  professional  fees and  expenses  incurred  by the  Company  in the
ordinary  course  of  business  and  in  our  review  of  potential  acquisition
candidates.

Presently,  TransAmerican has no earnings from operations,  and we will continue
to sustain  nominal losses until we acquire an  income-generating  business.


<PAGE>


PLAN OF OPERATION.

GENERAL BUSINESS PLAN

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

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

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

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

<PAGE>

ACQUISITION OF OPPORTUNITIES

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

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

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

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

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

As stated,  we will not acquire or merge with any entity  which  cannot  provide
independent  audited  financial  statements  within a reasonable  period of time
after closing of the proposed transaction.  The Company is subject to all of the
reporting  requirements included in the 1934 Act. Included in these requirements
is the affirmative  duty of the Company to file  independent  audited  financial

<PAGE>

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.


<PAGE>

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, 2003 and 2002.


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

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

ITEM 8A. CONTROLS AND PROCEDURES

(a)      Evaluation of Disclosure Controls and Procedures

Our Chief Executive  Officer,  and Principal  Financial and Accounting  Officer,
after evaluating the effectiveness of our disclosure controls and procedures (as
defined in the Securities Act of 1934 Rules 13a-14(c) and 15d-14(c) as of a date
within 90 days of the filing  date of this  annual  report on >From  10-KSB (the
"Evaluation Date"), has concluded that as of the Evaluation Date, our disclosure
controls and  procedures  were  adequate and  effective to ensure that  material
information  relating  to us would be made  known to him by  others  within  the
Company,  particularly  during the period in which  this  annual  report on Form
10-KSB was being prepared.

(b)      Changes in Internal Controls.

There were no significant changes in our internal controls or other factors that
could significantly affect our disclosure controls and procedures  subsequent to
the Evaluation Date, nor any significant  deficiencies or material weaknesses in
such  disclosure  controls and procedures  requiring  corrective  actions.  As a
result, no corrective actions were taken.



                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

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



Name                      Age           Position
-----------------         ---        ----------------
Najib E. Choufani         64         Chairman, CEO, President,
                                     Secretary & Treasurer
Tarek Choufani            24         Vice President & Director

The above listed officers and directors will serve until the next annual meeting
of the shareholders or until their death, resignation,  retirement,  removal, or
disqualification,   or  until  their  successors  have  been  duly  elected  and
qualified.  Vacancies in the existing  Board of Directors are filled by majority
vote of the  remaining  Directors.  Officers of the Company serve at the will of
the  Board of  Directors.  There are no  agreements  or  understandings  for any

<PAGE>

officer or director to resign at the request of another person and no officer or
director  is  acting on  behalf  of or will act at the  discretion  of any other
person. Mr. Tarek Choufani is the son of Mr. Najib Choufani. Except as otherwise
disclosed  herein,  there  are no family  relationships  between  any  executive
officers or directors of the Company.


NAJIB E.  CHOUFANI - CEO,  PRESIDENT,  SECRETARY,  TREASURER AND CHAIRMAN OF THE
BOARD

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


TAREK CHOUFANI - VICE PRESIDENT AND DIRECTOR

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

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

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

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

<PAGE>

(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

<PAGE>

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 finder fees,  either
directly or indirectly, as a result of their respective efforts to implement the
Company's business plan outlined herein.

As of December 31, 2003, no retirement, pension, profit sharing, stock option or
insurance  programs or other similar programs have been adopted by TransAmerican
for the benefit of its officers, directors or employees.


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

(a) Security Ownership of Certain Beneficial Owners.

The  following  table sets forth,  as of December  31,  2003,  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 Owner      of beneficial       of class
                                        ownership (1)
-----------    -----------------------  -----------------   ----------

Common         Najib E. Choufani          7,092,500            40.3%
               9601 Wilshire Boulevard   (affiliate)
               Suite 620
               Beverly Hills, CA 90210


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

(b) Security Ownership of Management.

The  following  table sets  forth,  as of  December  31,  2003,  the  beneficial
ownership for each class of equity securities of the Company  beneficially owned
by all directors and officers of the Company.

<PAGE>


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

Common         Najib E. Choufani          7,092,500            40.3%
               9601 Wilshire Boulevard   (affiliate)
               Suite 620
               Beverly Hills, CA 90210

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

Common         All Officers and           7,092,500            40.3%
               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.

<PAGE>

REPORTS ON FORM 8-K

None


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1)      Audit Fees

The  aggregate  fees billed for  professional  services  rendered by  Stonefield
Josephson,  for  the  audit  of the  registrant's  annual  financial  statements
included in the registrant's Form 10-KSB and review of the financial  statements
included in the registrant's  Form 10-QSB or services that are normally provided
by the  accountant  in  connection  with  statutory  and  regulatory  filings or
engagements   for  fiscal   years  2003  and  2002  were  $23,699  and  $17,541,
respectively.  For the audit for the year ended  December 31, 2003,  the company
expects to pay Stonefield Josephson, Inc. approximately $10,000.

(2) Audit Related Fees

None.

(3) Tax Fees

The  Company  did not  incur any fees for tax  compliance,  tax  advice  and tax
planning by the Company's principal accountant for fiscal 2003 and 2002.

(4) All Other Fees

None.

(5) Audit Committee Policies and Procedures

The Company does not have an audit committee.

(6)  If greater than 50 percent,  disclose the  percentage of hours  expended on
     the principal  accountant's  engagement to audit the registrant's financial
     statements  for the most recent  fiscal year that were  attributed  to work
     performed  by persons  other  than the  principal  accountant's  full-time,
     permanent employees.

Not applicable.



<PAGE>



                                   SIGNATURES

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


                          TRANSAMERICAN HOLDINGS, INC.





DATE: APRIL 14, 2004               BY: /s/ NAJIB E. CHOUFANI
                                      -------------------------
                                      NAJIB E. CHOUFANI
                                      CHAIRMAN, CEO & CFO



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





DATE: APRIL 14, 2004               BY: /s/ NAJIB E. CHOUFANI
                                      -------------------------
                                      NAJIB E. CHOUFANI
                                      CHAIRMAN, CEO & CFO

DATE: APRIL 14, 2004               BY: /s/ TAREK CHOUFANI
                                      -------------------------
                                      TAREK CHOUFANI
                                      VICE PRESIDENT & DIRECTOR


<PAGE>

                          TRANSAMERICAN HOLDINGS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                              FINANCIAL STATEMENTS

                          YEAR ENDED DECEMBER 31, 2003







                                    CONTENTS

                                                                           PAGE

INDEPENDENT AUDITORS' REPORT                                                 1

FINANCIAL STATEMENTS:
  Balance Sheet                                                              2
  Statements of Operations                                                   3
  Statement of Stockholders' Deficit                                         4
  Statements of Cash Flows                                                   5
  Notes to Financial Statements                                            6-17



<PAGE>

                          INDEPENDENT AUDITORS' REPORT




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


We have audited the accompanying balance sheet of TransAmerican  Holdings,  Inc.
as of December 31, 2003, and the related statements of operations, stockholders'
deficit and cash flows for the years  ended  December  31, 2003 and 2002.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of TransAmerican Holdings, Inc. as
of December 31, 2003,  and the results of its  operations and its cash flows for
the  years  ended  December  31,  2003 and 2002 in  conformity  with  accounting
principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  The Company has incurred net losses
from  operations  and  has  no  established  source  of  revenue,  which  raises
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's  plan in  regard  to  these  matters  is  described  in Note 2. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.





CERTIFIED PUBLIC ACCOUNTANTS

Santa Monica, California
April 12, 2004

                                                                               1

<PAGE>

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

                        BALANCE SHEET - DECEMBER 31, 2003



                                     ASSETS

CURRENT ASSETS -
<S>                                                                                  <C>                 <C>
  cash                                                                                                   $  16,928

PROPERTY AND EQUIPMENT, net of
     accumulated depreciation and amortization                                                               3,003

CASH - RESTRICTED                                                                                           33,244

DEPOSITS                                                                                                    10,000
                                                                                                -------------------

                                                                                                         $  63,175
                                                                                                ===================


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                                               $  35,788
  Convertible loans payable, related party, net of
     unamortized discount of $72,619                                                    319,381
                                                                             -------------------

               Total current liabilities                                                                 $ 355,169

STOCKHOLDERS' DEFICIT:
  Common stock, $.001 par value, 100,000,000 shares
    authorized, 17,621,090 issued and outstanding                                        17,621
  Subscriptions receivable                                                              (83,750)
  Additional paid-in capital                                                          2,026,669
  Deficit accumulated during development stage                                       (2,200,034)
  Treasury stock, 175,000 shares at cost                                                (52,500)
                                                                             -------------------

               Total stockholders' deficit                                                                (291,994)
                                                                                                -------------------

                                                                                                         $  63,175
                                                                                                ===================
</TABLE>

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

                                                                               2
<PAGE>
<TABLE>
<CAPTION>

                          TRANSAMERICAN HOLDINGS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                             STATEMENT OF OPERATIONS


                                                                                                       From inception on
                                                    Year ended                 Year ended               July 22, 1996 to
                                                December 31, 2003           December 31, 2002          December 31, 2003
                                               -------------------------------------------------------------------------------


<S>                                                        <C>                         <C>                        <C>
NET REVENUES                                               $         -                 $         -                $         -

COST OF SALES
                                                                     -                           -                          -
                                               -------------------------------------------------------------------------------

GROSS PROFIT
                                                                     -                           -                          -

GENERAL AND ADMINISTRATIVE EXPENSES                                                        513,402                  2,156,154
                                                                722,585
                                               -------------------------------------------------------------------------------

NET LOSS FROM OPERATIONS BEFORE
  INTEREST INCOME AND OTHER EXPENSE                           (722,585)                   (513,402)                (2,156,154)

INTEREST INCOME
                                                                    759                      5,459                     37,889
AMORTIZATION OF DISCOUNT ON
  CONVERTIBLE LOANS
                                                               (81,769)                          -                    (81,769)
                                               -------------------------------------------------------------------------------

NET LOSS                                                 $    (803,595)              $    (507,943)            $   (2,200,034)
                                               ===============================================================================

NET LOSS PER SHARE, basis and diluted                    $       (0.05)              $       (0.03)
                                               ====================================================

WEIGHTED AVERAGE NUMBER OF SHARES
  OUTSTANDING, basic and diluted                             17,621,090                 17,397,802
                                               ====================================================
</TABLE>

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

                                                                               3

<PAGE>
<TABLE>
<CAPTION>


                          TRANSAMERICAN HOLDINGS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                       STATEMENT OF STOCKHOLDERS' DEFICIT

                                                                                                Deficit
                                                                    Additional                accumulated               Total
                                                    Common stock      paid-in   Subscription    during        Treasury stockholders'
                                              Shares        Amount    capital    receivable  development stage  stock   equity
                                                                                                                       (deficit)
                                           ------------ ---------------------------------------------------------------------------
<S>                                         <C>         <C>         <C>        <C>          <C>             <C>       <C>
Balance at July 22 1996 (inception)                   - $        -  $        - $      -     $            -  $      -  $       -

Issuance of common stock for
   cash during July 1996 (restated for

   forward stock split)                       2,000,000      2,000       3,000                                            5,000

Issuance of common stock in exchange

   for services in November 1999                100,000        100                                                          100

Issuance of common stock for

   cash during November 1999                  9,200,000      9,200                                                        9,200

Accumulated net loss for the period
   from July 22, 1996 (inception) to

   December 31, 1999                                                                                (5,100)              (5,100)
                                           ------------ ------------------------------------------------------------------------


Balance at 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

Issuance of common stock for cash

   during June 2001                              50,000         50      99,929  (50,000)                                 49,979

Net loss for the year ended
   December 31, 2001                                                                              (563,404)            (563,404)
                                           ------------ ------------------------------------------------------------------------


Balance at December 31, 2001                 16,321,090     16,321   1,553,076  (83,750)          (888,496)        -    597,151

Issuance of common stock for cash

   during September 2002                        800,000        800     199,170                                          199,970

Issuance of common stock for cash

   during October 2002                          100,000        100      29,870                                           29,970

Issuance of common stock for cash

   during December 2002                         400,000        400      90,165                                           90,565

Net loss for the year ended
   December 31, 2002                                                                              (507,943)           (507,943)
                                           ------------ ------------------------------------------------------------------------


Balance at December 31, 2002                 17,621,090     17,621   1,872,281  (83,750)        (1,396,439)        -    409,713

Purchase of treasury stock                                                                                   (52,500)   (52,500)

Beneficial conversion feature related to
   loans to related party                                              224,666                                          224,666

Extinguishment of the beneficial conversion
  feature related to the portion of the
  convertible
  loan to related party                                                (70,278)                                         (70,278)

Net loss for the year ended
   December 31, 2003                                                                              (803,595)            (803,595)
                                           ------------ ------------------------------------------------------------------------

Balance at December 31, 2003                 17,621,090 $   17,621  $2,026,669 $(83,750)     $  (2,200,034) $(52,500) $(291,994)
                                           ============ ========================================================================

</TABLE>

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

                                                                               4

<PAGE>

<TABLE>
<CAPTION>


                          TRANSAMERICAN HOLDINGS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                            STATEMENTS OF CASH FLOWS

                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


                                                                                                             From inception on
                                                                       Year ended            Year ended      July 22, 1996 to
                                                                    December 31, 2003     December 31, 2002  December 31, 2003
                                                                    ----------------------------------------------------------

<S>                                                                 <C>                    <C>             <C>
CASH FLOWS PROVIDED BY (USED FOR) OPERATING
 ACTIVITIES:
  Net loss                                                          $   (803,595)          $   (507,943)   $       (2,200,034)

  ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
  PROVIDED BY (USED FOR) OPERATING
    ACTIVITIES:
      Depreciation                                                         2,952                  2,952                 9,241
      Amortization of discount on convertible loans                       81,769                      -                81,769
      Reserve for bad debt                                                     -                 46,725               132,000
      Issuance of common stock for services
        in connection with private placement                                   -                      -                94,500

  CHANGES IN ASSETS AND LIABILITIES:
    (INCREASE) DECREASE IN ASSETS -
      deposits                                                                 -                      -               (10,000)

    INCREASE (DECREASE) IN LIABILITIES -
      accounts payable and accrued expenses                               21,916                (19,915)               35,788
                                                                          -------------------------------------------------------

          Total adjustments                                              106,637                 29,762               343,298
                                                                          -------------------------------------------------------

          Net cash used for operating activities                        (696,958)              (478,181)           (1,856,736)
                                                                          -------------------------------------------------------

CASH FLOWS PROVIDED BY (USED FOR) INVESTING
 ACTIVITIES:
  Acquisition of property and equipment                                        -                   (100)              (12,244)
  Notes receivable                                                             -                  8,000              (132,000)
  Notes receivable, related parties                                      239,360                115,574                     -
  Restricted cash                                                           (378)                (1,803)              (33,244)
                                                                          -------------------------------------------------------

           Net cash provided by (used for) investing activities          238,982                121,671              (177,488)
                                                                          -------------------------------------------------------

CASH FLOWS PROVIDED BY (USED FOR) FINANCING ACTIVITIES:
  Proceeds from sale of common stock                                           -                320,505             1,711,652
  Proceeds from issuance of convertible loans
       payable, related party                                            674,000                      -               674,000
  Payments on convertible loans payable, related party                  (282,000)                                    (282,000)
                                                                                                      -
  Proceeds from note payable, officer                                          -                      -                21,540
  Payment on note payable, officer                                             -                (21,540)              (21,540)
  Purchase of treasury stock                                             (52,500)                     -               (52,500)
                                                                          -------------------------------------------------------

     Net cash provided by financing activities                           339,500                298,965             2,051,152

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

NET INCREASE (DECREASE) IN CASH                                         (118,476)               (57,545)               16,928

CASH, beginning of year                                                  135,404                192,949                     -
                                                                          -------------------------------------------------------

CASH, end of period                                                      $16,928               $135,404               $16,928
                                                                          =======================================================


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION -
  no amounts were paid for
  interest or income taxes

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
  AND FINANCING ACTIVITIES -
  write-off of related party payable and
  investment in Lebanese time share                                   $2,200,000
                                                                      ==========




</TABLE>

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

                                                                               5

<PAGE>


                          TRANSAMERICAN HOLDINGS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                          NOTES TO FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2003 AND 2002



(1)      ORGANIZATION AND DESCRIPTION OF BUSINESS:

                TransAmerican Holdings, Inc. (formerly known as Health Research,
                Ltd.) (the  "Company")  was  incorporated  under the laws of the
                state  of  Nevada  on  July  22,  1996,  and is  conducting  its
                operations in  California.  The Company has been in  development
                stage  and was  inactive  until  November  1999,  at which  time
                current  management  became involved.  On November 15, 1999, the
                Company  changed its name to  TransAmerican  Holdings,  Inc. The
                sole purpose of the Company at this time is to raise capital and
                to locate and acquire a private on-going business.


(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

         BASIS OF PRESENTATION:

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

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

         DEVELOPMENT STAGE ENTERPRISE:

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

         USE OF ESTIMATES:

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

                                                                               6


<PAGE>


                          TRANSAMERICAN HOLDINGS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 2003 AND 2002



(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

         FAIR VALUE:

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

         CASH:

                  EQUIVALENTS

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

                  CONCENTRATION

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

         COMPREHENSIVE LOSS:

                  For the years ended  December  31, 2003 and 2002,  and for the
                  period from July 22, 1996  (inception)  to December  31, 2003,
                  the Company has no items that  represent  other  comprehensive
                  loss  and,   therefore,   has  not  included  a  Statement  of
                  Comprehensive Loss in the financial statements.

         PROPERTY AND EQUIPMENT:

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



                                                                               7



<PAGE>


                          TRANSAMERICAN HOLDINGS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 2003 AND 2002



(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

         INCOME TAXES:

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

         BASIC AND DILUTED LOSS PER SHARE:

                  In accordance  with SFAS No. 128,  "Earnings Per Share," basic
                  loss  per  common  share  is  computed  by  dividing  net loss
                  available to common  stockholders less preferred  dividends by
                  the  weighted  average  number of common  shares  outstanding.
                  Diluted  loss per common  share is  computed  similar to basic
                  loss per common share except that the denominator is increased
                  to include the number of  additional  common shares that would
                  have been  outstanding  if  potential  common  shares had been
                  issued and if the additional  common shares were dilutive.  As
                  of December 31, 2003, the Company has no dilutive common stock
                  equivalents such as stock options and warrants.

         DISCOUNT ON CONVERTIBLE DEBENTURES:

                  Discounts on convertible debentures is the value attributed to
                  the preferential conversion feature associated with the
                  convertible debentures. These discounts are accounted for in
                  accordance with emerging issues task force ("EITF") 00-27
                  "Application of EITF 98-5 to Certain Convertible Instruments"
                  issued by the Financial Accounting Standards Board.


         NEW ACCOUNTING PRONOUNCEMENTS:

                  In November 2002, FASB issued FASB Interpretation (FIN) No.
                  45, "Guarantor's Accounting and Disclosure Requirements for
                  Guarantees, Including Indirect Guarantees of Indebtedness of
                  Others". FIN 45 requires that the guarantor recognize, at the
                  inception of certain guarantees, a liability for the fair
                  value of the obligation undertaken in issuing such guarantee.
                  FIN 45 also requires additional disclosure requirements about
                  the guarantor's obligations under certain guarantees that it
                  has issued. The initial recognition and measurement provisions
                  of this interpretation are applicable on a prospective basis
                  to guarantees issued or modified after December 31, 2002 and
                  the disclosure requirements are effective for financial
                  statement periods ending after December 15, 2002. The Company
                  adopted FIN No. 45 on January 1, 2003 and it did not have a
                  material impact on the Company's financial position, results
                  of operations or cash flows.


                                                                               8

<PAGE>


                          TRANSAMERICAN HOLDINGS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 2003 AND 2002



(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

         NEW ACCOUNTING PRONOUNCEMENTS, CONTINUED:

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



                                                                               9



<PAGE>


                          TRANSAMERICAN HOLDINGS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 2003 AND 2002



(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

         NEW ACCOUNTING PRONOUNCEMENTS, CONTINUED:

                  In January 2003, FASB issued Interpretation No. 46,
                  "Consolidation of Variable Interest Entities". FIN 46 changed
                  the criteria by which one company includes another entity in
                  its consolidated financial statements. Previously, the
                  criteria were based on control through voting interest. FIN 46
                  requires a variable interest entity to be consolidated by a
                  company if that company is subject to a majority of the risk
                  of loss from the variable interest entity's activities or
                  entitled to receive a majority of the entity's residual
                  returns or both. A company that consolidates a variable
                  interest entity is called the primary beneficiary of that
                  entity. The consolidation requirements of FIN 46 apply
                  immediately to variable interest entities created after
                  January 31, 2003. The consolidation requirements apply to
                  older entities in the first fiscal year or interim period
                  beginning after June 15, 2003. Certain of the disclosure
                  requirements apply in all financial statements issued after
                  January 31, 2003, regardless of when the variable interest
                  entity was established. During October 2003, the FASB deferred
                  the effective date for applying the provisions of FIN 46 until
                  the end of the first interim or annual period ending after
                  December 31, 2003, if the variable interest was created prior
                  to February 1, 2003 and the public entity has not issued
                  financial statements reporting such variable interest entity
                  in accordance with FIN 46. On December 24, 2003, the FASB
                  issued FASB Interpretation No. 46 (Revised December 2003),
                  Consolidation of Variable Interest Entities, (FIN-46R),
                  primarily to clarify the required accounting for interests in
                  variable interest entities. FIN-46R replaces FIN-46 that was
                  issued in January 2003. FIN-46R exempts certain entities from
                  its requirements and provides for special effective dates for
                  entities that have fully or partially applied FIN-46 as of
                  December 24, 2003. In certain situations, entities have the
                  option of applying or continuing to apply FIN-46 for a short
                  period of time before applying FIN-46R. While FIN-46R modifies
                  or clarifies various provisions of FIN-46, it also
                  incorporates many FASB Staff Positions previously issued by
                  the FASB. Management is currently assessing the impact, if
                  any, FIN 46 may have on us; however, our management does not
                  anticipate the adoption to have a material impact to the
                  Company's financial position or results of operations.

                  During April 2003, the FASB issued SFAS No. 149, "Amendment of
                  Statement   133  on   Derivative   Instruments   and   Hedging
                  Activities,"  effective for contracts entered into or modified
                  after June 30,  2003,  except as stated  below and for hedging
                  relationships  designated  after June 30,  2003.  In addition,
                  except as  stated  below,  all  provisions  of this  Statement
                  should  be  applied  prospectively.  The  provisions  of  this
                  Statement that relate to Statement 133  implementation  issues
                  that have been effective for fiscal  quarters that began prior
                  to June 15, 2003,  should continue to be applied in accordance
                  with their respective effective dates. In addition, paragraphs
                  7(a) and 23(a),  which relate to forward purchases or sales of
                  when-issued  securities  or other  securities  that do not yet
                  exist,  should be applied to both  existing  contracts and new
                  contracts  entered into after June 30,  2003.  The adoption of
                  this Statement did not have a material impact to the Company's
                  financial position or results of operations as the Company has
                  not engaged in such transactions.



                                                                              10



<PAGE>


                          TRANSAMERICAN HOLDINGS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 2003 AND 2002



(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

         NEW ACCOUNTING PRONOUNCEMENTS, CONTINUED:

         During May 2003, the FASB issued SFAS No. 150,  "Accounting for Certain
         Financial  Instruments  with  Characteristics  of both  Liabilities and
         Equity," effective for financial  instruments  entered into or modified
         after May 31, 2003,  and otherwise is effective for public  entities at
         the  beginning of the first  interim  period  beginning  after June 15,
         2003. This Statement establishes standards for how an issuer classifies
         and measures certain financial instruments with characteristics of both
         liabilities  and  equity.   It  requires  that  an  issuer  classify  a
         freestanding  financial  instrument  that  is  within  its  scope  as a
         liability  (or  an  asset  in  some   circumstances).   Many  of  those
         instruments  were  previously   classified  as  equity.   Some  of  the
         provisions of this Statement are consistent with the current definition
         of liabilities in FASB Concepts Statement No. 6, "Elements of Financial
         Statements".  The Company has implemented  this  pronouncement  and has
         concluded  that the  adoption has no material  impact to the  financial
         statements.

         In December 2003,  the FASB issued a revised SFAS No. 132,  "Employers'
         Disclosures  about Pensions and Other  Postretirement  Benefits," which
         replaces the  previously  issued SFAS No. 132. The revised SFAS No. 132
         increases the existing  disclosures  for defined  benefit pension plans
         and other defined benefit  postretirement  plans.  However, it does not
         change the  measurement or recognition of those plans as required under
         SFAS No.  87,  "Employers'  Accounting  for  Pensions,"  SFAS  No.  88,
         "Employers'  Accounting for  Settlements  and  Curtailments  of Defined
         Benefit Pension Plans and for Termination  Benefits," and SFAS No. 106,
         "Employers'   Accounting   for   Postretirement   Benefits  Other  Than
         Pensions." Specifically, the revised SFAS No. 132 requires companies to
         provide  additional  disclosures  about  pension plan  assets,  benefit
         obligations,  cash flows,  and benefit costs of defined benefit pension
         plans and other defined benefit  postretirement  plans. Also, companies
         are required to provide a breakdown of plan assets by category, such as
         debt, equity and real estate,  and to provide certain expected rates of
         return and target  allocation  percentages for these asset  categories.
         The Company has implemented this  pronouncement  and has concluded that
         the adoption has no material impact to the financial statements.


(3)      RESTRICTED CASH:

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


(4)      RELATED PARTY TRANSACTIONS:

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

                                                                              11

<PAGE>


                          TRANSAMERICAN HOLDINGS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 2003 AND 2002



(5)      PROPERTY AND EQUIPMENT:

         A summary is as follows:

                                                          $          7,180
               Furniture and fixtures                                5,064
                                                          ----------------

                                                                    12,244
               Less accumulated depreciation                         9,241
                                                          ----------------

                                                          $          3,003
                                                          ================

         Depreciation  expense for each of the years ended December 31, 2003 and
         2002 amounted to $2,952.

         In August 2002, the Company  entered into a purchase  agreement for 80%
         of the assets of a tourist  destination resort project located in Sahel
         Alma,  Kesrwan,  Lebanon from two shareholders of the Company.  Neither
         shareholder  holds  more  than  3% of  the  outstanding  shares  of the
         Company,  nor are they related to Najib Choufani,  Chairman and CEO. In
         exchange,  the Company had agreed to pay  $2,200,000.  In May 2003, the
         Company rescinded the purchase agreement due to general  instability in
         the region and as the two  shareholders  were unable to complete  their
         due diligence.  No amounts were paid, and the $2,200,000 resort project
         and  related   payable  were  removed  from  the  Company's   financial
         statements.


(6)      CONVERTIBLE LOANS PAYABLE, RELATED PARTY, WITHOUT INTEREST:

         A summary of the outstanding balance as of December 31, 2003 is as
         follows:

                  June 1, 2003 issuance ($40,000 less
                     $32,000 repaid)                     $         8,000
                  June 2, 2003 issuance                          100,000
                  June 8, 2003 issuance                           20,000
                  June 9, 2003 issuance                           30,000
                  July 3, 2003 issuance                          150,000
                  October 15, 2003 issuance                       50,000
                  December 15, 2003 issuance                      34,000
                                                         ---------------

                                                                 392,000
                  Less unamortized discounts                      72,619
                                                         ---------------

                                                         $       319,381
                                                         ===============

                                                                              12


<PAGE>


                          TRANSAMERICAN HOLDINGS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 2003 AND 2002



(6)      CONVERTIBLE LOANS PAYABLE, RELATED PARTY, WITHOUT INTEREST, CONTINUED:

         On April 15, 2003, the Company issued a $250,000  non-interest  bearing
         convertible  loan payable due April 15, 2004. All or any portion of the
         convertible  debenture  can be converted  into fully paid shares of the
         Company's  $.001 par value  common  only at the due date or later.  The
         conversion or purchase price of the common stock  indebtedness shall be
         75% of the market  price of the  Company's  common stock at the time of
         conversion.  Cash proceeds from the convertible  debenture  amounted to
         $250,000.  The Company fully repaid this convertible  debenture in four
         payments  between June and October 2003 without  penalty.  The value of
         the  conversion  feature was  estimated to be $83,333,  which was to be
         amortized  over  the  life  of the  loan.  Upon  early  payment  of the
         convertible  loan,  $64,368  of  unamortized  discount  was  charged to
         additional  paid in  capital.  For the year ended  December  31,  2003,
         $18,965 was amortized to amortization expense.

         On June 1, 2003,  the  Company  issued a $40,000  non-interest  bearing
         convertible  loan  payable due June 1, 2004.  All or any portion of the
         convertible  debenture  can be converted  into fully paid shares of the
         Company's  $.001 par value  common  only at the due date or later.  The
         conversion or purchase price of the common stock  indebtedness shall be
         75% of the market  price of the  Company's  common stock at the time of
         conversion.  Cash proceeds from the convertible  debenture  amounted to
         $40,000.  The Company repaid  $32,000 in October 2003 without  penalty.
         The value of the conversion feature was estimated to be $13,333,  which
         was to be amortized  over the life of the loan.  Upon early  payment of
         the convertible loan,  $5,910 of unamortized  discount was written off.
         For  the  year  ended  December  31,  2003,  $5,688  was  amortized  to
         amortization expense.

         On June 2, 2003,  the Company  issued a $100,000  non-interest  bearing
         convertible  loan  payable due June 2, 2004.  All or any portion of the
         convertible  debenture  can be converted  into fully paid shares of the
         Company's  $.001 par value  common  only at the due date or later.  The
         conversion or purchase price of the common stock  indebtedness shall be
         75% of the market  price of the  Company's  common stock at the time of
         conversion.  Cash proceeds from the convertible  debenture  amounted to
         $100,000.  The value of the  conversion  feature  was  estimated  to be
         $33,333,  which will be  amortized  over the life of the loan.  For the
         year  ended   December  31,  2003,   $19,231  has  been   amortized  to
         amortization expense.

         On June 8, 2003,  the  Company  issued a $20,000  non-interest  bearing
         convertible  loan  payable due June 8, 2004.  All or any portion of the
         convertible  debenture  can be converted  into fully paid shares of the
         Company's  $.001 par value  common  only at the due date or later.  The
         conversion or purchase price of the common stock  indebtedness shall be
         75% of the market  price of the  Company's  common stock at the time of
         conversion.  Cash proceeds from the convertible  debenture  amounted to
         $20,000.  The  value of the  conversion  feature  was  estimated  to be
         $6,667, which will be amortized over the life of the loan. For the year
         ended  December 31,  2003,  $3,736 has been  amortized to  amortization
         expense.


                                                                              13


<PAGE>


                          TRANSAMERICAN HOLDINGS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 2003 AND 2002



(6)      CONVERTIBLE LOANS PAYABLE, RELATED PARTY, WITHOUT INTEREST, CONTINUED:

         On June 9, 2003,  the  Company  issued a $30,000  non-interest  bearing
         convertible  loan  payable due June 9, 2004.  All or any portion of the
         convertible  debenture  can be converted  into fully paid shares of the
         Company's  $.001 par value  common  only at the due date or later.  The
         conversion or purchase price of the common stock  indebtedness shall be
         75% of the market  price of the  Company's  common stock at the time of
         conversion.  Cash proceeds from the convertible  debenture  amounted to
         $30,000.  The  value of the  conversion  feature  was  estimated  to be
         $10,000,  which will be  amortized  over the life of the loan.  For the
         year ended December 31, 2003, $5,577 has been amortized to amortization
         expense.

         On July 3, 2003,  the Company  issued a $150,000  non-interest  bearing
         convertible  loan  payable due July 3, 2004.  All or any portion of the
         convertible  debenture  can be converted  into fully paid shares of the
         Company's  $.001 par value  common  only at the due date or later.  The
         conversion or purchase price of the common stock  indebtedness shall be
         75% of the market  price of the  Company's  common stock at the time of
         conversion.  Cash proceeds from the convertible  debenture  amounted to
         $150,000.  The value of the  conversion  feature  was  estimated  to be
         $50,000,  which will be  amortized  over the life of the loan.  For the
         year  ended   December  31,  2003,   $24,592  has  been   amortized  to
         amortization expense.

         On October 15, 2003, the Company issued a $50,000  non-interest bearing
         convertible  loan payable due October 15,  2004.  All or any portion of
         the  convertible  debenture can be converted  into fully paid shares of
         the Company's $.001 par value common only at the due date or later. The
         conversion or purchase price of the common stock  indebtedness shall be
         75% of the market  price of the  Company's  common stock at the time of
         conversion.  Cash proceeds from the convertible  debenture  amounted to
         $50,000.  The  value of the  conversion  feature  was  estimated  to be
         $16,667,  which will be  amortized  over the life of the loan.  For the
         year ended December 31, 2003, $3,487 has been amortized to amortization
         expense.

         On December 15, 2003, the Company issued a $34,000 non-interest bearing
         convertible  loan payable due December 15, 2004.  All or any portion of
         the  convertible  debenture can be converted  into fully paid shares of
         the Company's $.001 par value common only at the due date or later. The
         conversion or purchase price of the common stock  indebtedness shall be
         75% of the market  price of the  Company's  common stock at the time of
         conversion.  Cash proceeds from the convertible  debenture  amounted to
         $34,000.  The  value of the  conversion  feature  was  estimated  to be
         $11,333,  which will be  amortized  over the life of the loan.  For the
         year ended December 31, 2003,  $493 has been amortized to  amortization
         expense.


(7)      STOCKHOLDERS' EQUITY:

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


                                                                              14

<PAGE>


                          TRANSAMERICAN HOLDINGS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 2003 AND 2002



(7)      STOCKHOLDERS' EQUITY, CONTINUED:

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

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

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

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

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

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

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

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

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

         In July 2000, the Company issued 465,000 shares of its $0.001 par value
         common  stock  for  $193,052  in  cash  and  $33,750  in   subscription
         receivable.

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

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

                                                                              15


<PAGE>


                          TRANSAMERICAN HOLDINGS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                     YEARS ENDED DECEMBER 31, 2002 AND 2001



(7)      STOCKHOLDERS' EQUITY, CONTINUED:

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

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


(8)      INCOME TAXES:

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

                  Federal income tax rate                              34.0%
                  Current year losses                                 (34.0)
                                                          -----------------

                  Effective income tax rate                             0.0%
                                                          =================

         As  of  December  31,  2003,   the  Company  has  net  operating   loss
         carryforwards  of  approximately  $2,080,000.  A deferred tax asset has
         been provided and completely offset by a valuation  allowance,  because
         its utilization does not appear to be reasonably  assured.  Federal net
         operating  loss  carryforwards  expire  through  December  31, 2023 and
         California  state  net  operating  loss  carryforwards  expire  through
         December 31, 2013.


(9)      COMMITMENTS:

         The Company leases the facility used for its  operations  under a lease
         agreement  expiring June 2004.  Future minimum rental payments required
         under operating leases that have  non-cancelable  lease terms amount to
         $47,638 for the year ended December 31, 2004.

         Rent  expense  amounted  to  $105,889  and  $87,403 for the years ended
         December 31, 2003 and 2002,  respectively.  Rent expense for the period
         from  inception  on July 22,  1996 to  December  31,  2003  amounted to
         $368,394.


                                                                              16








                                  END OF FILING