U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

                 ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year ended April 30, 1996

                         Commission file number 0-14978


                          TRANSAMERICAN PETROLEUM CORP.
                          -----------------------------
                       (Name of Registrant in its Charter)

               Colorado                                  84-0751916
               --------                                  ----------
     (State or Other Jurisdiction of                  (I.R.S. Employer
       Incorporation or Organization)                  Identification No.)


          255 East Drive, Suite C, Melbourne, Florida           32904
          -------------------------------------------           -----
           (Address of Principal Executive Offices)            (Zip Code)


                                 (321) 308-2900
                                 --------------
                           (Issuer's Telephone Number)

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

                                      None.

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

                     Common Stock, par value $.01 per share
                     --------------------------------------
                                (Title of Class)

Check  whether the issuer (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 [  ] No [X]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-X 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  Form  10-K or any
amendment to this Form 10-K. [ ]

State issuer's revenues for its most recent fiscal year:   0.

State the  aggregate  market  value of the voting  stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days. $317,900

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 33,846,426 as of October 1, 1999.

This report contains a total of 8 pages.

<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

         Other than  historical  and factual  statements,  the matters and items
discussed in this Annual Report on Form 10-K are forward-looking statements that
involve  risks and  uncertainties.  Actual  results  of the  Company  may differ
materially from the results discussed in the forward-looking statements. Certain
factors  that  could  contribute  to such  differences  are  discussed  with the
forward-looking statements throughout this report.

         This report on Form 10-K for the fiscal year ended April 30,  1996,  is
being filed on February  1, 2000.  The Company is filing this report  along with
others in an effort to bring its  Securities  and  Exchange  Act of 1934 filings
current.  In  preparing  this  report,  the Company has relied on the  corporate
documentation  received  from the  Company's  prior  management  which,  in many
instances, was incomplete.

General

Corporate Background

         Transamerican  Petroleum Corporation (the "Company") was formed January
2, 1986, by virtue of a Certificate  of Amendment from the Secretary of State of
Colorado,   changing  its  name  from  Oil  Field  Service  Company,   Inc.,  to
Transamerican  Petroleum  Corporation.  The  Company  was  then a  wholly  owned
subsidiary of PTP Resource Corporation,  a Canadian corporation,  whose stock is
traded on both the Vancouver  Stock  Exchange and Nasdaq.  Pursuant to a request
filed with the Chief Counsel,  Division of Corporate Finance,  of the Securities
and Exchange Commission,  permission was granted on March 27, 1986 for the stock
of the Company to be distributed on a pro rata basis to all  shareholders of PTP
Resource Corporation. The stock was issued on April 24, 1986.

         The Company is authorized to issue  45,000,000  shares of common stock,
par value $.01 per share. As of April 30, 1996, there were 11,846,985  shares of
common stock issued and  outstanding.  There were no preferred  shares issued or
outstanding.

         The Company had no full time employees during the reporting period. The
Company's President, Georges Laroze, agreed to allocate a portion of his time to
the  activities of the Company  without  compensation  except  reimbursement  of
expenses.  During the reporting period,  the Company remained dormant and ceased
all of its activities.

         The Company's  address and telephone number are: 255 East Drive,  Suite
C, Melbourne, Florida 32904, (321) 308-2900.

Strategy

         The Company intended to provide a vehicle to take advantage of business
 opportunities  which  management  believed  were in the  best  interest  of the
 Company's shareholders.

Trademarks

         None

ITEM 2.  DESCRIPTION OF PROPERTY

         The Company had no properties during the reporting period.

                                       2
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

         The  Company  was not a party to any  material  litigation  during  the
reporting  period.  Additionally,  the  Company  is not a party to any  material
litigation as of the date of this report.

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

         None.  During the  reporting  period,  there was no meeting of security
holders, and no voting on any matters.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         During the reporting  period,  the Company's common stock was traded on
the OTC Bulletin  Board under the symbol  "TAMP." In December  1998, the Company
changed its trading  symbol to "TDCM." The Company has only  limited  trading in
the over the counter  market and thee is no  assurance  that this  trading  will
expand or  continue.  From April 30,  1985  through  April 30,  1996,  there was
limited  and  sporadic  quotations  which  did  not  necessarily  constitute  an
established  public trading market.  During the reporting period,  Quotations of
the Company's common stock ranged from a high bid of $0.20 to a low of $0.03125.

         The following  table sets forth the high and low bid quotations for the
common stock for the  calendar  periods  indicated as reported by Nasdaq.  These
quotations  reflect prices  between  dealers,  do not include  retail  mark-ups,
markdowns,   and   commissions  and  may  not   necessarily   represent   actual
transactions.

Calendar Period                                 High                  Low
----------------                                ----                  ---
Second Quarter ended 6/30/94                      *                     *
Third Quarter ended 9/30/94                       *                     *
Fourth Quarter ended 12/31/94                     *                     *
First Quarter ended 3/31/95                       $.15                  $.03125

Second Quarter ended 6/30/95                      $.20                  $.05
Third Quarter ended 9/30/95                       $.1875                $.0625
Fourth Quarter ended 12/31/95                     $.15                  $.09
First Quarter ended 3/31/96                       $.18                  $.08

*There was not enough quote  activity to obtain the high and low bid  quotations
for the common stock for the periods indicated as reported by Nasdaq.

         As of April 30, 1996 there were  approximately 600 holders of record of
the  11,846,985  shares of common  stock that were issued and  outstanding.  The
transfer agent for the common stock is currently  Interstate  Transfer  Company,
(801) 281-9746.

         The  Company has never paid cash  dividends  on its common  stock,  and
presently intends to retain future earnings, if any, to finance the expansion of
its business and does not anticipate that any cash dividends will be paid in the
foreseeable  future.  The future  dividend  policy will depend on the  Company's
earnings,  capital requirements,  expansion plans, financial condition and other
relevant factors.

         The Securities and Exchange  Commission has adopted  regulations  which
generally  define a "penny  stock" to be any equity  security  that has a market
price (as defined) of less than $5.00 per share,  subject to certain exceptions.

                                       3
<PAGE>

The  Company's  common  stock may be deemed to be a "penny  stock" and thus will
become subject to rules that impose  additional  sales practice  requirements on
broker/dealers  who sell such  securities  to  persons  other  than  established
customers  and  accredited  investors,  unless the common stock is listed on The
Nasdaq SmallCap Market.  Consequently,  the "penny stock" rules may restrict the
ability of  broker/dealers to sell the Company's  securities,  and may adversely
affect the  ability of holders of the  Company's  common  stock to resell  their
shares in the secondary market.

Recent Sales of Unregistered Securities

         None

ITEM 6.  SELECTED FINANCIAL DATA

         The following  selected  consolidated  financial data should be read in
conjunction  with the  Company's  Consolidated  Financial  Statements  and Notes
thereto and with  "Management's  Discussion and Analysis of Financial  Condition
and Results of  Operations,"  each of which is included  elsewhere  in this Form
10-K. The  consolidated  statements of operations data for the fiscal year ended
April 30, 1996,  and the balance sheet data at April 30, 1996,  are derived from
audited  financial   statements  included  elsewhere  in  this  Form  10-K.  The
information  contained in this report for prior  reporting  periods was obtained
from the Company's previously filed Securities Exchange Act of 1934, as amended,
reports.

<TABLE>
<CAPTION>
                                                                 Fiscal Year Ended April 30,
                                                    ------------------------------------------------------
                                                         1996         1995          1994          1993
---------------------------------------------------- ------------- ------------ ------------- -------------
<S>                                                  <C>           <C>          <C>           <C>
Net Sales                                            $10,000       $6,243       $44,742       0
---------------------------------------------------- ------------- ------------ ------------- -------------
Net income (loss) from continuing operation          ($14,163)     ($19,184)    ($77,695)     ($176,556)
---------------------------------------------------- ------------- ------------ ------------- -------------
Income (loss) from continuing operations per share   ---           ---          (.01)         (.02)
---------------------------------------------------- ------------- ------------ ------------- -------------
Total assets                                         0             $749         $39,004       $147,020
---------------------------------------------------- ------------- ------------ ------------- -------------
Long term obligations and re-deemable preferred
stock including long-term debts, capital leases,
and redeemable performed stock
---------------------------------------------------- ------------- ------------ ------------- -------------
Cash dividends declared per common share            --            --           --            --
---------------------------------------------------- ------------- ------------ ------------- -------------
</TABLE>

ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION OR PLAN OF
OPERATION

FORWARD-LOOKING STATEMENTS

         The Private  Securities  Litigation Reform Act of 1995 provides a "safe
harbor" for certain forward-looking  statements.  The forward-looking statements
contained in this Report are subject to certain risks and uncertainties.  Actual
results could differ  materially  from current  expectations.  Among the factors
that could affect the Company's actual results and could cause results to differ
from those contained in the forward-looking  statements  contained herein is the
Company's  ability to implement its business strategy  successfully,  which will
depend on business,  financial,  and other factors beyond the Company's control.
There can be no assurance  that the Company will  continue to be  successful  in
implementing  its  business  strategy.  Other  factors  could also cause  actual

                                       4
<PAGE>

results  to  vary   materially   from  the  future   results   covered  in  such
forward-looking  statements.  Words  used in  this  Report  such  as  "expects,"
"believes,"  "estimates"  and  "anticipates"  and  variations  of such words and
similar expressions are intended to identify such forward-looking statements.

         During the period May 1, 1995 through  April 30, 1996,  the Company had
no active  business  and,  therefore,  no  meaningful  trends or analysis may be
reported.  This  Section  should  be  read in  conjunction  with  the  Financial
Statements  of the  Company and the notes  thereto  included  elsewhere  in this
report. The Company's ability to provide a vehicle to take advantage of business
opportunities  is  dependent  on its  ability to raise  capital  to acquire  and
support  any such  business  opportunities.  Because  the Company has no current
source of  liquidity,  the  Company is unable to predict  whether  such  capital
infusion,  if  available,  will be on  terms  and  conditions  favorable  to the
Company.  There can be no assurance  that the Company will be  successful in its
plan to  locate  businesses  which  will be  willing  to enter  into a  business
relationship with the Company.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         None.


ITEM 8.  FINANCIAL STATEMENTS

         The financial  statements  required by this report are appended  hereto
commencing on page F-1.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

         None

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

         The following  table sets forth the names,  positions  with the Company
and ages of the executive  officers and  directors of the Company.  Officers are
elected  by the Board and their  terms of office  are at the  discretion  of the
Board.

Name                                 Age                   Positions Held
----                                 ---                   --------------
Georges Laroze                        51                   Director, President

Sylvain Laroze                        29                   Director, Secretary

Valerie Puccia                        41                   Director, Treasurer

All  directors  hold  office  until the next  annual  meeting  of the  Company's
stockholders and until their successor has been elected and qualified.

ITEM 11.  EXECUTIVE COMPENSATION

Cash Compensation

         There was no cash compensation paid to any executive officer during the
reporting period.

Option Grants in Last Fiscal Year

                                       5
<PAGE>

         There  were  no  options  granted  to  Executive  Officers  during  the
reporting period.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table  sets forth  certain  information  regarding  the
Company's common stock, par value $.01  beneficially  owned as of April 30, 1996
for (i) each stockholder known by the Company to be the beneficial owner of five
(5%) percent or more of the Company's outstanding common stock, (ii) each of the
Company's directors,  (iii) each named executive officer, and (iv) all executive
officers and directors as a group. At April 30, 1996, 1996 there were 11,846,985
shares of common stock outstanding.

Name and Address of                Amount and Nature of             Percent
Beneficial Owner(1)                Beneficial Ownership(2)          of Class
-------------------                -----------------------          --------
Georges Laroze                             3,900,000                  26%
Sylvain Laroze                                85,000                  <1%
Valerie Puccia                               200,000                  1.7%
All directors and officers
  as a group (3 persons)                                              34.7%
----------------------
(1)    Unless otherwise  indicated,  the address of each of the persons named in
       the table is the Company's  executive  offices,  255 East Drive, Suite C.
       Melbourne,  Florida 33326.  Unless  otherwise noted, the Company believes
       that  each of the  persons  named  in the  table  have  sole  voting  and
       dispositive  power with  respect to all the shares of common stock of the
       Company  beneficially  owned by such person. The Company has compiled the
       information  contained  herein form the  Company's  prior reports and the
       Company's corporate records.

(2)    A person is deemed to be the beneficial  owner of securities  that can be
       acquired by such person  within 60 days upon the  exercise of warrants or
       options or the  conversion of  convertible  securities.  Each  beneficial
       owner's  percentage  ownership is determined by assuming that warrants or
       options  that are held by such  person  (but not those  held by any other
       person) and that are exercisable within 60 days have been exercised.

                                       6
<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         None

ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K

         (a) Index to Exhibits

                                       7
<PAGE>

                                   SIGNATURES

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

                                         TRANSAMERICAN PETROLEUM CORP.
                                                (Registrant)


Date: February 1, 2000                 By: /s/ Thomas E. Biddix
                                           -------------------------------
                                           Thomas E. Biddix
                                           Chief Executive Officer


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

Date: February 1, 2000



By: /s/ Thomas E. Biddix
    ----------------------------------
    Thomas E. Biddix, Director


By: /s/ Timothy F. McWilliams
    ----------------------------------
    Timothy F. McWilliams, Director

                                        8
<PAGE>

                       TRANSAMERICAN PETROLEUM CORPORATION
                              FINANCIAL STATEMENTS
                                 APRIL 30, 1996


                                TABLE OF CONTENTS

FINANCIAL STATEMENTS:                                                 PAGE

Independent Auditors' Reports                                          F-2

Balance Sheets- April 30, 1995 and 1996                                F-3

Statements of Operations-                                              F-4
         Years Ended April 30, 1996 and 1995

Statements of Deficiency in Stockholders Equity                        F-5
         Years Ended April 30, 1996 and 1995

Statements of Cash Flows                                               F-6
         Years Ended April 30, 1996 and 1995

Notes to Financial Statements                                         F-6-7

                                      F-1
<PAGE>

Edward Isaacs & Company LLP
CPAs and Financial Consultants
380 Madison Avenue, New York, NY  10017
Tel (212) 297-4800, Fax (212) 972-9088
                                                        Member TGI International



                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Transamerican Petroleum Corporation

We have  audited the  accompanying  balance  sheets of  Transamerican  Petroleum
Corporation  as of April  30,  1996 and  1995,  and the  related  statements  of
operations,  deficiency in  stockholder's  equity and cash flows for each of the
years in the period ended April 30, 1996.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on the financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits 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 audits provide 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  Petroleum
Corporation as of April 30, 1996 and 1995, and the results of its operations and
cash  flows  for  each of the  years  in the  period  ended  April  30,  1996 in
conformity with generally accepted accounting principles.

In November 1996,  59.72% of the Company's  shares where sold to another company
and the company is now under new management (see Note 6)

January 22, 1997           /s/  Edward Isaacs & Company LLP

                                      F-2
<PAGE>
<TABLE>
<CAPTION>

                       TRANSAMERICAN PETROLEUM CORPORATION
                             STATEMENTS OF OPERATION
                       YEARS ENDED APRIL 30, 1996 AND 1995

                                                                         1996                      1995
                                                                       -----------               ---------
REVENUES:
<S>                                                                    <C>                       <C>
         Sales                                                         $        -                $        -
                                                                       ----------                ----------
         Other                                                         $   10,000                $    6,243
                                                                       ----------                ----------
                                                                           10,000                     6,243
                                                                       ----------                ----------
COST AND EXPENSES
         Cost of sales                                                          -                         -
         Professional fees                                                 23,564                    17,724
         Travel                                                                 -                     6,536
         Other                                                                599                     1,167
         Minority Interest                                                      -                         -
                                                                       ----------                ----------
                                                                           24,163                    25,427
                                                                       ----------                ----------
                  LOSS BEFORE OTHER ITEM                                  (14,163)                  (19,184)

GAIN ON DISPOSAL OF COMOROS OPERATION                                           -                     9,194
                                                                       ----------                ----------
                  NET LOSS                                             $  (14,163)               $   (9,990)
                                                                       ----------                ----------
NET LOSS PER SHARE                                                     $        -                $        -
                                                                       ----------                ----------
WEIGHTED AVERAGE NUMBER OF COMMON
 SHARES OUTSTANDING                                                    11,846,985                11,846,985
                                                                       ----------                ----------
</TABLE>
      See Independent Auditors' Report and notes to financial statements.

                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                       TRANSAMERICAN PETROLEUM CORPORATION
                                 BALANCE SHEETS
                             APRIL 30, 1996 AND 1995

                                  ASSETS                                      1996                       1995
                                                                        -----------------         -------------------
CURRENT ASSETS:
<S>                                                                     <C>                       <C>
    Cash                                                                $               -         $               749
                                                                        -----------------         -------------------

                LIABILITIES AND DEFICIENCY IN STOCKHOLDERS EQUITY

CURRENT LIABILITIES:
  Accounts payable - trade                                             $             341         $            19,524

  Loan from officer                                                                    -                      40,222
                                                                       -----------------         -------------------

         TOTAL CURRENT LIABILITIES                                                   341                      59,746
                                                                       -----------------         -------------------
DEFICIENCY IN STOCKHOLDERS' EQUITY:
  Preferred stock, 5,000,000 shares authorized; none
      Issued and outstanding
   Common stock, par value $.01 per share, 45,000,000 shares
      Authorized; 11,846,985 issued and outstanding                              118,470                     118,470
   Additional paid-in capital                                                  1,252,120                   1,179,301
   Accumulated deficit                                                        (1,370,931)                 (1,356,768)
                                                                       -----------------         -------------------
         TOTAL DEFICIENCY IN STOCKHOLDERS' EQUITY                                   (341)                    (58,997)
                                                                       -----------------         -------------------

                                                                       $               -         $               749
                                                                       -----------------         -------------------
</TABLE>
      See Independent Auditors' Report and notes to financial statements.

                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                       TRANSAMERICAN PETROLEUM CORPORATION
                STATEMENTS OF DEFICIENCY IN STOCKHOLDERS' EQUITY
                       YEARS ENDED APRIL 30, 1996 AND 1995


                                         Common Stock                   Additional
                                  ---------------------------            Paid In              Accumulated
                                    Shares            Amount             Capital                 Deficit                Total
                                  ----------         --------           ----------             -----------          ------------
<S>                               <C>                <C>                <C>                    <C>                  <C>
BALANCE - April 30, 1994          11,846,965         $118,470           $1,179,301             $(1,346,778)          $ (49,007)

    Net Loss- April 30, 1995               -                -                    -                  (9,990)             (9,990)
                                  ----------         --------           ----------             -----------          ------------
BALANCE- April 30, 1995           11,846,965          118,470            1,179,301              (1,356,768)            (58,997)

   Net Loss- April 30, 1996                -                -                    -                 (14,163)            (14,163)

   Capital contributions                   -                -               72,819                       -              72,819
                                  ----------         --------           ----------             -----------          ------------
BALANCE- April 30, 1996           11,846,965         $118,470           $1,252,120             $(1,370,931)         $     (341)
                                  ----------         --------           ----------             -----------          ------------
</TABLE>
      See Independent Auditors' Report and notes to financial statements.

                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                       TRANSAMERICAN PETROLEUM CORPORATION
                            STATEMENTS OF CASH FLOWS
                       YEARS ENDED APRIL 30, 1996 AND 1995

                                                                                   1996                      1995
                                                                                ------------           --------------
OPERATING ACTIVITIES:
<S>                                                                             <C>                    <C>
  Net Loss                                                                      $    (14,163)          $       (9,990)
  Adjustments to reconcile net loss to net cash
     used in operating activities:
        Minority Interest in loss                                                          -                        -
        Increase (decrease) in cash attributable to
             Changes in assets and liabilities:
                  Accounts receivable                                                      -                    7,064
                  Inventories                                                              -                   25,374
                  Other                                                                    -                    1,037
                  Accounts payable                                                   (19,183)                 (11,235)
                  Accrued expenses                                                         -                  (34,000)
                                                                                ------------           --------------
         NET CASH USED IN OPERATING ACTIVITIES                                       (33,346)                 (21,750)
                                                                                ------------           --------------
FINANCING ACTIVITIES:
   Increase (decrease) in loan from officer                                           32,597                   16,970
   Proceeds from issuance of common stock                                                  -                        -
   Minority investments in subsidiaries                                                    -                        -
                                                                                ------------           --------------
         NET CASH PROVIDED BY FINANCING ACITIVITES                                    32,597                   16,970
                                                                                ------------           --------------
         NET DECREASE IN CASH                                                           (749)                  (4,780)
                                                                                ------------           --------------
CASH at beginning                                                                        749                    5,529
                                                                                ------------           --------------
         CASH at end                                                            $          -           $          749
                                                                                ------------           --------------
</TABLE>
       See Independent Auditors' Report and notes to financial statements

                                      F-6
<PAGE>

                       TRANSAMERICAN PETROLEUM CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

1.       ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Organization and Operations:

         The operations of Transamerican  Petroleum  Corporation (Company) prior
         to 1995 had been the pursuit of business opportunities,  principally in
         the Federal Islamic  Republic of the Comoros,  an island nation off the
         southeast  coast of Africa (see Note 4). The  company's  administrative
         offices were located in Givors,  France until  November  1996 (see Note
         5).

         The Company was  incorporated in Colorado on July 20, 1981 as Oil Field
         Service Company, Inc. and, in 1986, the name of the Company was changed
         to Transamerican Petroleum Corporation.

         Foreign Subsidiaries:

         During fiscal year 1994, the Company acquired a 70% interest in a newly
         established   Comoros  company,   which  owned  60%  of  another  newly
         established  Comoros  Company engaged in selling  consumer  goods.  The
         Company also directly  owned 10% of that Company.  These  Companies are
         included in the financial statements for the year ended April 30, 1994.
         All   significant   intercompany   items   have  been   eliminated   in
         consolidation.

         Liquidity:

         The  accompanying  statements of  operations  show that the Company has
         incurred substantial losses and has a deficiency in stockholders equity

         as of April  30,  1996  and,  in  1995,  terminated  its sole  business
         operations  in  Comoros.  The  ability of the  Company to continue as a
         going concern is dependent  upon resuming  operations in the future and
         obtaining necessary financing.

         Cash:

         For purpose of the  statement of cash flow,  the Company  considers all
         highly  liquid  debt  instruments  purchased  with a maturity  of three
         months or less to be cash equivalents.

         Income Taxes:

         The  Company  accounts  for  income  taxed  pursuant  to  Statement  of
         Financial  Accounting  Standards No. 109 (SFAS 109).  SFAS 109 requires
         the  recognition of deferred tax assets and liabilities and adjustments
         to deferred tax balances for changes in tax law and rates. In addition;
         future  tax  benefits  such as net  operating  loss  carryforwards  are
         recognized  to the extent  recognition  of such benefits is more likely
         than not.

                                      F-6
<PAGE>

                       TRANSAMERICAN PETROLEUM CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

2.       ISSUANCE OF COMMON STOCK

         On August 4, 1993,  the Company  issued 70,00 shares of common stock in
         consideration of $ 33, 817 (price per share $ .48), to non-citizens and
         non-residents of the United States.

3.       INCOME TAXES

         At April 30,  1996,  the  Company  has  approximately  $ 337,149 of net
         operating  loss  carryforwards  expiring  in  2011,  which  would  have
         resulted in a deferred tax asset of approximately $ 105,000 as of April
         30,  1996.  The  Company  has not  recognized  the  deferred  tax asset
         applicable  to the  carryforward  as the  balance  would be offset by a
         valuation allowance.

4.       TERMINATION OF OPERATIONS IN COMOROS

         On September 15, 1994, the Company ceased operations in the Comoros. In
         connection  therewith,  the Company  accrued in the  accompanying  1994
         financial  statements  $ 34,000 for  expenses  and losses  expected  be
         incurred in realizing and winding up operations.

5.       NONCASH FINANCING ACTIVITIES

         On April 30, 1996, a $ 72,819 loan from a shareholder  was converted to
         additional paid-in capital.

6.       SUBSEQUENT EVENTS

         Pursuant to a stock  purchase  agreement  dated  November 26, 1996, the
         principal stockholders of the Company sold their shares of common stock
         totaling  7,075,000   9representing  59.72%  of  the  then  issued  and
         outstanding stock), to a British Virgin Islands company.  Upon the sale
         of the shares,  a new Board of Directors was elected,  and new officers
         were appointed,  effectuating a change of control of the Company. Under
         new  management,  the Company's  administrative  offices are located in
         Charlotte, North Carolina.

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