Item 1 Business
(a) General
Transamerican Petroleum Corporation ("Registrant") was formed January 2, 1986, by virtue of a Certificate of Amendment from the Secretary of State of Colorado, changing its name from Oil Filed Service Company, Inc., to Transamerican Petroleum Corporation. Transamerican 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 Transamerican Petroleum Corporation to be distributed on a pro rated basis to all shareholders of PTP Resource Corporation. The stock was issued on April 24, 1986.
The Registrant is authorized to issue 45,000,000 shares of common stock with a $.01 par value and 5,000,000 shares of preferred stock with a $.10 par value. Currently there are 11,846,985 shares issued and outstanding of common stock. There are no preferred shares.
The Registrant hopes to provide a vehicle to take advantage of business opportunities which management believes arise from time to time. Management believes that business opportunities will become available to the Registrant due primarily to its status as a small publicly held entity and to its flexibility in structuring and participating in business opportunities. Decisions as to which business opportunities to acquire will be made by management of the Registrant which will in all probability act without the consent, vote or approval of the Registrant's shareholders.
The Registrant has no full time employees. The Registrant's president, Georges Laroze, has agreed to allocate a portion of his time to the activities of the Registrant without compensation except reimbursement of expenses.
Comoros Islands
The registrant began its transactions with Comoros Island between May, 1993 and April, 1994. It shipped a container of automobile tires and a container of coca-cola soda to the Comoros Island. The Coca-Cola was immediatley sold to local distributers; the Registrant sold the automobile tires directly to the people of the island. Later in the year, the Registrant also shipped hardware and seeds to the island, which the Registrant also sold directly to the people of the island.
In January, 1994, the French Government changed the parity of the FRANCS CFA. The FRANCS CFA is the currency used in fourteen former French colonies,
including Comoros Island. Since 1945, the French Government had set the FRANCS CFA parity to the French Franc, and had not changed it. In January, 1994, the French Government devalued the FRANCS CFA by 100%. The devaluation stopped the Registrant's development of its Business in Comoros Island because importing products proved too costly. Item 2.
Item 2. Properties
The Registrant has no properties.
Item 3.
Item 3. Legal Proceedings
There is no litigation pending or threatened by or against the Registrant.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
During the past fiscal year, there has been no meeting of security holders, and no voting on any matters.
PART II
Item 5.
Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters
(a)Market Information The Registrant currently has had only limited trading in the over the counter market and there is no assurance that this trading will expand or even continue. Further, the Registrant's capital stock may not be able to be traded in certain states until and unless the registrant is able to qualify, exempt or register its stock. From April 30, 1986 through April 30, 1994 there were limited and sporadic quotations which did not necessarily constitute an established public trading market. Quotations ranged from a high of $1.75 asked and $1.37 bid to a low of $.05 asked and $.02 bid to no quotation. These market quotations reflect interdealer prices, without retail markup, mark down, or commission and may not necessarily represent actual transactions.
(b) Approximate Number of Holders of Common Stock The number of holders of record of the Registrant's stock at April 30, 1994 was approximately 600.
(c) Dividends There have been no dividends disbursed during the period of April 30, 1993 through April 30, 1994. The Registrant has no plans to pay dividends to its security holders.
Item 6.
Item 6. Selected Financial Data
1994 1993 1992
Operating revenues 44,742 ----- -----
Income (loss) from continuing operations (77,695) (176,556) (2,039)
Income (loss) per common share (.01) (.02) (.01)
Total Assets 39,004 147,020 -----
Long term Obligations ---- ----- -----
Redeemable preferred stock ---- ----- -----
Cash dividend per share ---- ----- -----
Stockholder's equity (deficit) (49,007) 28,871 (7,273)
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation
In the period from May 1, 1993 through April 30, 1994, the Registrant's business curtailed sharply as a result of the devaluation of the FRANCS CFA. The Registrant has ceased operations on the Comoros Island. The Registrant is unable to forcast future business as a result of its business ceasing operations.
Item 8.
Item 8. Financial Statements and Supplementary Date
Attached are financial statements for the Registrant for the fiscal year 1994 with comparative data for fiscal years end 1993 and 1992.
Item 9.
Item 9. Changes in and Disagreements on Accounting and Financial Disclosure
The Registrant has not had any changes in, or disagreements with its accountants or finacial disclosure.
Item 10.
Item 10. Directors and Executive Officers of the Registrant
The directors and officers of the registrant are as follows:
Served in Position Held with offices Name Age Registrant since Georges Laroze 50 President-Director July, 1992
Sylvain Laroze 28 Secretary-Director July, 1992
Valerie Puccia 40 Treasurer-Director April, 1994
All directors of the Registrant hold office until the next annual meeting of the Registrant' stockholders and until their successor have been elected and have been qualified.
Item 11.
Item 11. Executive Compensation
There have been no cash compensations to any director or executive director. The following table describes cash compensation indirectly from the Registrant in excess of $100,000; and compensation paid to all officers as a group.
Name of Individual Capacities in or number in group which Served Cash Compensation
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
a. The following table indicates information about persons known to the Registrant to be beneficial owners of more than five percent of the Registrant's stock as of April 30, 1994.
Name and Amount and Address of Nature of Title of Beneficial Beneficial Percent Class Owner Ownership of Class Georges Common Laroze 3,100,000 26%
The following table indicates beneficial ownership of Registrant's common
stock by all directors, and by all directors and officers as of April 30, 1994.
Name and Amount and Address of Nature of Title of Beneficial Beneficial Percent Class Owner Ownership of Class Common Georges 3,100,000 26.0% Laroze
Common Valerie 200,000 1.6% Puccia
Item 13.
Item 13. Certain Relationships and Related Transactions During the last fiscal year, there have been no transactions with any single party for an amount greater than $60,000.
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
Consolidated Finacial Statements Years Ended April 30, 1993, 1994 and 1995
Independent Auditors' Report
Consolidated Balance Sheets- April 30, 1995 and 1994
Consolidated Statements of Operations- Years Ended April 30, 1995, 1994 and 1993
Consolidated Statements of Deficiency in Stockholders' Equity Years Ended April 30, 1995, 1994 and 1993
Consolidated Statements of Cash Flows Years Ended April 30, 1995, 1994 and 1993
Notes to Consildated Finacial Statements
TRANSAMERICAN PETROLEUM CORPORATION
* * * * * * *
FINANCIAL STATEMENTS
APRIL 30, 1994
TRANSAMERICAN PETROLEUM CORPORATION
INDEPENDENT AUDITORS' REPORT dated August 3, 1994
Page No.
FINANCIAL STATEMENTS:
Balance Sheets as of April 30, 1994 and 1993
Statements of Operations for the years ended April 30, 1994 and 1993
Statements of Operations for the years ended April 30, 1994 and 1993
Statements of Cash Flows for the years ended April 30, 1994 and 1993
Notes to Financial Statements -7
JANOVER RUBINROIT ----------------- Certified Public Accountants
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of Transamerican Petroleum Corporation
We have audited the accompanying balance sheets of Transamerican Petroleum Corporation and Subsidiaries as of April 30, 1994 and 1993 and the related statements of operations, stockholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Transamerican Petroleum Corporation and Subsidiaries as of April 30, 1994 and 1993, and the results of its operations and its cash flows for the years ended in conformity with generally accepted accounting principles.
As shown in the financial statements, the Company incurred a net loss of $111,695 and $176,556 for 1994 and 1993 and has incurred substantial net losses for each of the past five years. At April 30, 1994, total liabilities exceeded total assets by $49,007. These factors, as discussed in Note 5, indicate that the Company may be unable to continue in existence. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
/s/ Janover Rubinroit & Co.
August 3, 1994, except for Note 6 which is as of September 15, 1994
TRANSAMERICAN PETROLEUM CORPORATION AND SUBSIDIARIES
BALANCE SHEETS
APRIL 30, 1994 AND 1993
ASSETS 1994 1993
CURRENT ASSETS: Cash $ 5,529 $ 147,020 Accounts receivable - trade 7,064 Inventories 25,374 Other current assets 1,037
TOTAL ASSETS (all current) $ 39,004 $ 147,020
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES: Accounts payable - trade $ 30,759 $ 33,867 Accrued expenses - Comoros closing 34,000 Loan from officer 23,252 24,101
TOTAL LIABILITIES (all current) 88,011 118,149
STOCKHOLDERS' (DEFICIENCY) 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 118,470 117,770 Additional paid-in capital 1,179,301 1,146,184 Deficit (1,346,778) (1,235,083)
TOTAL STOCKHOLDERS' (DEFICIENCY) EQUITY (49,007) (28,871)
$ 39,004 $ 147,020
The accompanying notes are an integral part of the financial statements.
TRANSAMERICAN PETROLEUM CORPORATION AND SUBSIDIARIES
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED APRIL 30, 1994 AND 1993
1994 1993
REVENUES: Sales $ 44,002 Other income 740
$ 44,742
COSTS AND EXPENSES: Cost of sales 28,230 Professional fees 46,898 $ 117,280 Travel 19,123 41,849 Other 30,251 17,427 Minority interest in loss of subsidiaries (2,065) Loss on Comoros operations closing (Note 6) 34,000
156,437 176,556
NET LOSS $ (111,695) $ (176,556)
NET LOSS PER SHARE OF COMMON STOCK* $ (.01) $ (.02)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 11,828,574 8,920,958
*Based on weighted average number of common shares outstanding after providing for dividends on preferred stock if and when issued.
The accompanying notes are an integral part of the financial statements.
TRANSAMERICAN PETROLEUM CORPORATION AND SUBSIDIARIES
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED APRIL 30, 1994 AND 1993
Additional Common Shares Paid-In Number Amount Capital Deficit
BALANCES - April 30, 1992 $ 6,426,985 $ 64,270 $ 986,984 $(1,058,527)
Issuance of common shares 5,350,000 53,500 159,200 -
Net loss for the year ended April 30, 1993 - - - (176,556)
BALANCES - April 30, 1993 11,776,985 117,770 1,146,184 (1,235,083)
Issuance of shares 70,000 700 33,117 -
Net loss for the year ended April 30, 1994 - - - (111,695)
BALANCE - April 30, 1994 11,846,985 118,470 1,179,301 $(1,346,778)
The accompanying notes are an integral part of the financial statements.
TRANSAMERICAN PETROLEUM CORPORATION AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED APRIL 30, 1994 AND 1993
Increase (decrease) in cash 1994 1993
Cash flows from operating activities: Net loss $(111,695) $(176,556) Adjustments to reconcile net loss to net cash used in operating activities: Minority interest in loss (2,065) - Changes in working capital items: Accounts receivable (7,064) - Inventories (25,374) - Other current assets (1,037) - Accounts payable (63,289) 86,775 Accrued expenses 34,000 -
NET CASH USED IN OPERATING ACTIVITIES (176,524) (89,781)
Cash flow from financing activities: Loan from officer (849) 24,101 Proceeds from issuance of common stock 33,817 212,700 Minority investments in subsidiaries 2,065 -
NET CASH PROVIDED BY FINANCING ACTIVITIES 35,033 236,801
NET (DECREASE) INCREASE IN CASH (141,491) 147,020
CASH at beginning 147,020 -
CASH - end of year $ 5,529 $ 147,020
The accompanying notes are an integral part of the financial statements.
TRANSAMERICAN PETROLEUM CORPORATION
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Organization and Operations: 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.
Pursuant to two Stock Purchase Agreement and Investment Letters dated July 15, 1992, the principal stockholder of the Company agreed to the sale of 3,325,846 shares of common stock (representing 51.9% of the then issued and outstanding stock) to two citizens of France. Upon the sale of the shares, a new Board of Directors was elected and new officers were appointed, effectuating a change in control of the Company. Under the new management, the Company's administrative offices are located in Givors, France.
The Company's activities under the new management have been the pursuit of business opportunities, principally in the Federal Islamic Republic of the Comoros, an island nation off the southeast coast of Africa.
Principles of Consolidation: In the year ended April 30, 1994, the Company acquired a 70% interest in a newly established Comoros company; that company owns 60% of another newly established Comoros company which is engaged in selling consumer goods there. The Company owns directly 10% of that Company. These companies are included in the consolidated financial statements for the year ended April 30, 1994. All significant intercompany items have been eliminated in consolidation.
Cash: For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.
Inventories: Inventories are stated at the lower of cost, determined on a first-in, first-out basis, or market.
NOTE 2 - ISSUANCE OF COMMON STOCK:
During the years ended April 30, 1993 and 1994, the Company issued 5,350,000 and 70,000 shares of common stock, all to non-citizens and non-residents of the United States, in transactions as follows:
Shares Price Date Issued Consideration Per Share
July 15, 1992 450,000 $ 4,500 $ .01 September 1, 1992 2,900,000 29,000 .01 March 22, 1993 2,000,000 179,200 .0896 August 4, 1993 70,000 33,817 .48
In addition, by bill of sale dated March 24, 1993, the Company intended to acquire certain land located in Comoros in exchange for the issuance of 700,000 shares of common stock. Upon discovery of flaws in the title of the transferor, the purchase was rescinded. The shares issued in connection therewith were cancelled, and are not considered as issued and outstanding in the accompanying financial statements.
NOTE 3 - RELATED PARTY TRANSACTIONS:
General and administrative expenses for the year ended April 30, 1993 include $60,181 for services performed by a company controlled by an officer and major stockholder of the Company.
NOTE 4 - INCOME TAXES:
There were no income taxes due for the years ended April 30, 1994 and 1993. There are net operating loss carryovers of approximately $279,000 which expire in 2009. The Company has adopted FASB 109 during the year ended April 30, 1993. A deferred tax benefit of $83,000 has been established with a related 100% allowance since the use of the net operating loss deductions are doubtful. NOTE 5 - GOING CONCERN:
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company has sustained substantial operating losses in recent years. In addition, the Company has used substantial amounts of working capital in its operations. Further, at April 30, 1994 total liabilities exceed total assets by $49,007.
In view of these matters, realization of a major portion of the assets in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to meet its financing requirements, and the success of its future operations. Management believes that actions presently being taken to revise the Company's operating and financial requirements provide the opportunity for the Company to continue as a going concern.
NOTE 6 - SUBSEQUENT EVENT:
On September 15, 1994, the Company ceased operations in the Comoros; in connection therewith the Company accrued in the accompanying financial statements $34,000 for expenses expected to be incurred in realizing assets and winding up operations.
Articles of Incorporation and By-Laws The Articles of Incorporation and Articles of Amendment to Articles of Incorporation and By-Laws of the Registrant were filed as Exhibits to the Registrant's Form 10 Registration Statement under the Securities and Exchange Act of 1934, filed August 10, 1986 with the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
TRANSAMERICAN PETROLEUM CORPORATION (Registrant)
Date:May 28, 1994
By:/s/Georges Laroze Georges Laroze President
By:/s/Valerie Puccia Valerie Puccia Comptroller