2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K-A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Event Requiring Report: May 7, 2004 HUMANA TRANS SERVICES HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 000-30734 11-3255619 (State of Incorporation) (Commission File Number) (IRS Employer Identification#) 7466 New Ridge Road, Suite 7, Hanover, Maryland 21076 -------------------------------------------- (Address of Principal Executive Offices) (410) 855-8758 ---------------------------------------- (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE On May 7, 2004, the Registrant entered into a Letter of Intent with Emcore Professional Employers, Inc. ("Emcore"), of Greenville, North Carolina, whereby Registrant will acquire 100% of the issued and outstanding shares of common stock of Emcore, for approximately 60% of the then issued and outstanding shares of Registrant. On August 9, 2004, the Letter of Intent with Emcore Professional Employers, Inc., entered into April 7, 2004, was been terminated, with the agreement of both parties. Humana was unable to complete proper due diligence, through no fault of either party, and in light of the opportunity with Provo, was willing to terminate the Letter of Intent with Emcore. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Financial Statements (a) Financial Statements. (b) Pro Forma financial information. (c) Exhibits 99.1 Termination Letter to the Letter of Intent dated May 7, 2004, by and between Humana Trans Services Holding Corp and Emcore Professional Employers, Inc. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. By: /s/ John Daly --------------------------------- John Daly President Date: August 16, 2004