SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Event Requiring Report: July 1, 2003
STEAM CLEANING USA, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-30734 11-3255619
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification #)
7466 New Ridge Road, Suite 7, Hanover, Maryland 21076
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(Address of Principal Executive Offices)
(410) 855-8758
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(Registrant's telephone number, including area code)
ITEM 1. CHANGE OF CONTROL OF REGISTRANT
As a result of the Acquisition of Humana Trans Holding Corp., as set forth in
Item 2, below, the following persons were elected to the Board of Directors and
as Executive Officers of the Registrant.
Effective July 1, 2003, the following changes to the Board of Directors and the
Executive Officers occurred:
The following were elected at the special meeting of the majority of shares
entitled to vote to the positions indicated:
Name Age Position
-------------------------------------------------------------------------------
Andrew B. Mazzone 60 Chairman of the Board of Directors
Ron Shapps 56 Director
James W. Zimbler 38 Director
John Daley 52 Director and President
George L. Riggs, III, C.P.A. 53 Chief Financial Officer
Andrew B. Mazzone, 60, Chairman of the Board
Mr. Mazzone has been the Chairman of the Company since its inception until
August 2002. He resigned as Chief Executive Officer and President effective
November 1, 2001 and from the Board of Directors in August 2002. He was
reappointed to the Board of Directors in December 2002. From 1970 until February
15, 1995, Mr. Mazzone was employed by Metco, Westbury, NY, a subsidiary of the
Perkin Elmer Corp. The Company was acquired by a foreign holding corporation,
which changed the Company's name to Sulzer Metco. Mr. Mazzone, as President,
resigned from Sulzer Metco after the acquisition of the Company. Mr. Mazzone did
so to pursue his belief that there is an unexploited opportunity in the thermal
spray industry to set up industrial thermal spray shops around the world,
excluding the areas of Europe and the United States. In this endeavor, he left
Sulzer Metco on good terms and with the understanding that his strategy, if
successful, would mean even more business for Sulzer Metco Corporation. Some of
the highlights of Andrew Mazzone's Metco career include positions as Director of
Logistics, Director of Sales and Marketing, Director of Manufacturing, Executive
Vice President and President. Mr. Mazzone has degrees from Babson College,
Babson Park, Massachusetts, in finance and an advanced degree in economics, with
a specialty in economic history.
Ron Shapss, 56, Director
Mr. Shapss is the founder of Ronald Shapss Corporate Services, Inc., ("RSCS") a
company engaged in consolidating fragmented industries since 1992. RSCS was
instrumental in facilitating the roll-up of several companies into such entities
as U.S. Delivery, Inc., Consolidated Delivery & Logistics, Inc. and Corestaff,
Inc. Mr. Shapss was also the founder of Coach USA, Inc. and is presently on the
advisory boards of Consolidated Partners Founding Fund, L.L.C., and 1+ USA,
Inc., which founded Advanced Communications Group, Inc. (ADG), a CLEC which
trades on the New York Stock Exchange. A 1970 graduate of Brooklyn Law School,
Mr. Shapss is a member of the New York bar.
James W. Zimbler, 38, Director
On November 1, 2001, Mr. Zimbler, was appointed as President and Director of the
TTI Holdings of America Corp. From February 2001 until October 15, 2001, Mr.
Zimbler was engaged in consulting for various companies and for a portion of
that time has been a principal member in Crossover Advisors, LLC. Prior to that,
from January 1999 to November 1999, Mr. Zimbler was Chairman of the Board of
Directors and President of IntermediaNet, Inc. now known as Cyberedge
Enterprises, Inc., a public company and in November 1999, became just the
Chairman until February 2001. He was re-appointed CEO and a Director in
September 2001. Mr. Zimbler was also Chairman and CEO of Universal Media
Holdings, Inc., until February 2001. From December 1996 through November 1998,
Mr. Zimbler was President and Chief Operating Officer for Total Freight
Solutions America, Inc. Mr. Zimbler was employed by Packaging Plus Services,
Inc. from August of 1994 through December of 1996. From March 1987 to September
1983 he was the owner of a messenger delivery service, which was sold.
Thereafter he formed Rapid Delivery Service, which was sold to Packaging Plus
Services, Inc., in 1994. Mr. Zimbler attended Suffolk Community College from
1983 through 1985 where he majored in Business Administration. In February 2001,
he filed a Petition under Chapter 13 of the United States Bankruptcy Code in the
Eastern District of New York, which was converted to a Chapter 7. He was
discharged from bankruptcy on September 2001.
John Daley, 52, Director and President
Currently President of Bio-Solutions of Maryland, a bio-remediation company,
which provides a biological solution for the elimination of grease and sewage.
Mr. Daly possesses over twenty years of Sales and Marketing in the shipping and
transportation industry. He was the Executive Vice President of HumanaSource
Corporation a multi-million dollar company that provides driver leasing and was
responsible for the daily operation of the company. Prior to HumanaSource
Corporation, Mr. Daly served as Chief Operating Office of Automated Ordering
Systems, a regionally successful company providing automated solutions and
related services for the transportation industry. He managed all corporate
operations, software development and new business in growing the company to over
$3 million. Over the course of the last 20 years, Mr. Daly has managed the
successful growth of three corporate entities.
George L. Riggs, III, C.P.A., 53, Chief Financial Officer.
George L. Riggs, III, C.P.A., was the founder and Managing partner of Riggs &
Associates, LLP prior to joining the firm of Centerprise/Scillia Dowling &
Natarelli (formerly Simione Scillia Larrow & Dowling LLC) as an audit and
accounting principal. He left the firm in October 2002 to return to a solo
practice. He specializes in public and privately held corporations, with
significant experience in mergers and acquisitions, litigation support, and
bankruptcy and reorganizations matters. He has over twenty-five years experience
in public accounting,
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including 13 years as a partner at Deliotte & Touche, LLP. He spent ten years as
the Professional Practice Director for the Hartford, New Haven and Waterbury
offices. In this position, he was responsible for the review of all engagements
to ascertain compliance with professional guidelines and technical consultations
on all clients in the areas of accounting, auditing and securities. He is a
graduate of the University of Hartford where he received the Regents Honor award
for graduating first from the school of business administration. He also holds
an MBA degree from the University of Connecticut with a specialization in
finance. He received a certificate of merit from the Massachusetts Society of
CPAs for passing the CPA exam at the first sitting. George has conducted many
continuing education seminars for his prior firms and the Connecticut Society of
CPAs as well as spoken to many professional groups on certain industry,
technical and financing subjects. He holds a CPA certificates in Connecticut and
Vermont. He is a member of the American Institute of Certified Public
Accountants, the Connecticut Society of Certified Public Accountants, and
Institute of Management Accountants. Additionally, George serves as treasurer
and is on the board of directors of ChurchCO, a nonprofit organization that
supports assisted living for mentally handicapped.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of July 1, 2003, by (i) each person
(including any "group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934 (the "Exchange Act") who is known by the Company
to own beneficially 5% or more of the Common Stock, (ii) each director of the
Company, and (iii) all directors and executive officers as a group. Unless
otherwise indicated, all persons listed below have sole voting power and
investment power with respect to such shares. Total number of shares originally
authorized was 50,000,000 shares of common stock, each of which had a $.0001 per
share par value.
On June 20, 2003, the Registrant filed with the SEC a Preliminary 14C
Information Statement on Form 14C indicating that a reverse 8 for 1 reverse
split of the shares of common stock of the Registrant. An amended Preliminary
Schedule 14C was filed on June 25, 2003. As a result, the table below indicates
the number of shares prior to the proposed reverse split, to be issued after the
effective date of the reverse split.
As of July 1, 2003, a total of 5,385,664 shares of Common Stock, have
been issued and are outstanding, which after the proposed reverse of 8 shares to
1 share will result in approximately 672,208 shares of common stock being issued
and outstanding. The table below reflects shares held AFTER the reverse split
proposed and after the issuance of shares as a result of the transaction with
Humana Trans Holding Corp.
Shareholder* Number Percentage (5)
--------------------------------------------------------------------------
Andrew B. Mazzone (1) (3) 480,000 7.1%
Ron Shapss (1) 200,000 3.0%
James W. Zimbler (1)(2)(4) 1,856,250 27.8%
John Daley (1) 700,000 10.4%
George L. Riggs, III (1) 315,625 4.7%
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Directors and Officers as a group: 3,551,875 shares
* Address of shareholder is c/o the Company, unless otherwise indicated
(1) Director and/or Officer
(2) Shares have been authorized by the Board of Directors but have not been
issued as of the filing date and are not included in the shares issued
and outstanding, but are counted for purposes of control.
(3) 1,000,000 shares, of pre-reverse split common stock, have been
authorized by the Board of Directors but have not been issued as of the
filing date and are not included in the shares issued and outstanding,
but are counted for purposes of control.
(4) 1,250,000 was authorized by the Board of Directors on August 15, 2002,
but not issued and would equal 156,250 after the proposed reverse
split. The number of shares listed prior to July 1, 2003, and prior to
the proposed reverse split includes this amount of shares
(5) Percentage of ownership is based on the 672,208 shares issued and
outstanding after the proposed reverse split of 8 to 1, and the
issuance of an additional 6,000,000 shares as a result of this
transaction for a total issued and outstanding of approximately
6,672,208.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
As of July 1, 2003, we have entered into a Stock Purchase Agreement to purchase
100% of the stock of Humana Trans Services Holding Corp., a Delaware corporation
("Holding"). Holding is the owner of Humana Trans Services Group, Ltd., Skilled
Tradesman, Inc., Waste Remediation Systems, Inc., and Bio Solutions of Maryland,
LLC. Holding is currently wholly-owned by our Director, James W. Zimber, and
other shareholders, as set forth herein. The purchase price for the 100% issued
and outstanding shares of Holding is the issuance of 6,000,000 shares of common
stock of the Company, to be issued after the effective date of the reverse 8 for
1 split of the common stock of the Company.
James W. Zimbler was the sole shareholder of Humana when it purchased Human
Trans Services Group, Ltd., from National Management Consulting, Inc. on April
30, 2003. The transaction was pursuant to a Promissory Note for $230,000,
payable in installments. Subsequent to the effectiveness of this transaction,
Mr. Zimbler, Humana and National Management Consulting, Inc., entered into a
Settlement Agreement, dated July 10, 2003, whereby the purchase price was
satisfied by the transfer of shares of common stock of National Management
Consulting, Inc., and shares of preferred stock of CDKNet.com, Inc., owned by
Mr. Zimbler back to the holder of the note. At the same time as this transaction
took place, Mr. Zimbler re-apportioned his ownership interest in Humana as set
forth in the Stock Purchase Agreement, annexed as Exhibit 10.1.
Humana's business is referred to as Employee Leasing. Humana has contracts with
various businesses to provide employees to the business. The business then pays
a fee to Humana. Out of this fee, the employee is paid, they receive benefits
and Humana retains a portion for its administrative efforts. Examples of the
types of services that Humana provides to its clients, include; Driver
recruitment, including the placement of ads, interviewing, all testing and
background checks, Driver leasing and Leased labor. Currently Humana operates in
10 states and has current annual revenues of approximately $2,000,000. Some of
Humana's clients are Alligence Healthcare, Mercedes, Giant Foods,
Northrop-Grumman and Royal Ahold.
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SKILLED TRADESMAN
Skilled Tradesmen was created by an established and experienced management team.
Our directors have very long and successful business careers through numerous
companies and management positions. They have a combined 93 years experience in
business management and development and have the capability to lead this company
into the 21st Century.
Skilled Tradesmen Corp's sister company began in recruiting CDL Truck Drivers
over a decade ago. Today Skilled Tradesmen provides skilled, dependable
laborer's to fill our customers' varied Industry Construction positions. We
specialize in Ship Building repair and conversion, Heavy & Light Industrial
manufacturing and both commercial and residential construction. By partnering
with our customers, we ensure that they have a consistently productive
workforce. We are not a temporary agency; our workers are ongoing, integral part
of our customers' everyday workforce. Our National recruiting program allows us
to supply tradespersons to any of our customers' new or existing locations.
At the forefront of change, Skilled Tradesman Corp. is redefining construction
labor and raising the standards for the construction industry by consistently
improving hiring procedures, skill levels of our employees, and putting a strong
infancies on safety and training practices. We provide unparallel opportunities
for growth for our customers and employees.
We have 3 Targeted Markets, which are:
SHIP CONSTRUCTION/MAINTENANCE
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New Shipbuilding
Repair and Maintenance of existing ships
MANUFACTURING
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Heavy Industrial
Light Industrial
CONSTRUCTION
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Commercial
Residential
Skilled Tradesmen experienced crew's work in all types of Industry construction.
Our extensive market presence means our customers can rely on us for our
exemplary quality of service. Our field representatives are on the job weekly to
support our employees and our customers job site personnel.
We provide Industry Craftsmen in all skills at all skill levels including, but
not limited to:
Welders Electronic Technician General Shipboard Cleaner
Pipe fitters Shipboard Insulator General Laborer
Deck Electricians Pipe fitter Shop Sheet Metal Workers
Painters Rigger/Stagebuilder Crane Operators
Blasters Shipfitter
Rigger/Material Handler Outside Machinist
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We have built our strength on customer service; we are responsive to our
customers needs. Our customer support system is unmatched in the industry. We
accomplish this by responding to customers' needs. We know each of our workers
and at the onset, are able to match the best person with skills to the job.
A field representative always meets new customers and introduces new employees
their first day on the job. Periodic follow-up visits keeps us apprised of any
additional staffing requirements and functions as a checkpoint for customer and
employee satisfaction.
We pride ourselves on staying on top of the details; we work effectively to
close service gaps encountered in day-to-day activities. We keep in constant
communication with our field representatives so that our customers have easy
access to them. This network enables us to respond more immediately to
customers' continuing and changing situations. The ongoing dialogue with our
customers helps us anticipate job needs and provide continuity of service,
resulting in efficiency and higher productivity.
Because our employees stay with us for the long term, improving their skills as
they grow with us, we are able to offer better workers to our customers. Which
results in Productivity, which means Annual labor costs savings of 25% to 35%
for our customers.
By partnering with Skilled Tradesmen, our customers are able to adjust and
maintain the size of their workforce according to their workload. Typically,
labor costs remain high because it is necessary to staff during slow periods in
order to anticipate upcoming work. DURING THESE PERIODS, PRODUCTIVITY PER
EMPLOYEE DROPS. The result is that our customers gain control of their labor
dollars.
We have a Unique, SKILLED Workforce. Our vision is to again instill Old World
craftsmanship in the hands of today' s apprentices, journeymen and leadmen. By
teaching standardized skills, basic of the trade and new techniques, we
establish quality proficiency levels for achievement.
Skilled Tradesmen is committed to creating a dynamic organizational structure
that reflects the value of each team member's contribution and the importance of
open communication channels. The Company believes that this unique
business-operating model will play a critical role in the achievement of its
market leadership mission. In its design it capitalizes on the strengths of all
of the company's team members and provides the highest level of professional
growth opportunities to all Company associates. To motivate and reward Skilled
Tradesmen associates for their contribution to the success of the company each
employee will participate in the Company's stock option plan.
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WASTE REMEDIATION SYSTEMS, INC./BIO SOLUTIONS OF MARYLAND
Waste Remediation Systems, Inc. (or "WRS"), a Maryland corporation, is a
technology provider of biological solutions to industries that want
environmentally friendly forms of waste remediation while controlling costs. The
Company owns intellectual properties for the service, systems and process of
waste remediation.
WRS's treats wastes in a natural way that is very effective, affordable, and
environmentally friendly. As waste treatment is becoming a more prominent
industry, many organizations are cashing in on the future technologies of
biological waste treatment. More and more companies are looking for an aid in
solving, the growing problems in clogged grease traps, industrial waste and
sewage backups and odor and corrosion in their collection systems. WRS addresses
the challenge of biological solutions for commercial waste through its devotion
to solving waste challenges with excellent products and services.
In the environment, both bacteria and enzymes play a part in biodegradation.
WRS's reinforces mother-nature through Engineered Bacteria and Enzymes, coupled
with integrated specific service systems to multiply the end process. Bacteria
and enzymes have provided a method to accelerate nature's own bioremediation
process. Bacteria produce all the necessary enzymes essential for biometabolism.
The enzymes then do their part to ease the metabolic reactions. The live
microbes in these treatments actually digest the grease or other waste. These
microbes continue to devour the grease or other waste as long as treatment is
maintained. These solutions are cost-effective, environmentally friendly, low
maintenance and dependable. The solutions can eliminate grease and fats, reduce
ammonia levels, reseed bio-filters/plants, breakdown hydrocarbons, eliminate
odors; and improve sludge management. Areas in which the solutions have proved
successful include wastewater treatment plants, sewer lines and lift stations,
lagoons, holding tanks, ponds, drain lines, grease traps, septic tanks,
cesspools and drain fields, and portable toilets. The primary market area that
WRS sells its products is drain maintenance for restaurants, and similar
facilities.
While restaurants make up the primary market for drain maintainers, any
foodservice-related facility can use the products. Delis, grocery-store meat
rooms, hospital cafeterias, schools, food processing plants and shopping
mall-based food courts are some examples of potential customers. A growing trend
in the drain maintenance market is to bundle the requisite products into a
package for which the distributor charges a monthly service fee.
Microbial enzyme systems are inherently environmentally preferable products.
Since the products digest food waste and grease a little bit at a time, they
prevent the need for acid-based chemicals, which can harm pipes and are frowned
upon by water treatment plants due to their caustic nature. Municipalities want
food wastes reduced to carbon dioxide and water before they reach the treatment
plants.
Bio-Solutions of Maryland is a franchise of Bio-Solutions International, which
is a public company.
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ITEM 5. OTHER EVENTS and REGULATION FD DISCLOSURE
APPROVAL OF REVERSE SPLIT
The Board of Directors has determined that it is in the best interest of the
Company to approve a reverse split of 8 to 1 of its issued and outstanding
common stock (the "New Common Stock"). It is necessary to take this action to
allow the Company to attract a viable business operations to the Company and to
allow the Company to attract the interest of the financial community.
The Board of Directors has fixed the effective date of the reverse split as
April 12, 2002 (the "Effective Date"). As of the Effective Date, a shareholder
of the Company will receive one new share of common stock for each 8 old shares
of common stock of the Company. The resolution adopted by the Board of Directors
calls for each fractional share to be rounded downward. This means, for example,
if a shareholder owns 10,000 shares of the old common stock of the Company prior
to June 30, 2003, that after the Effective Date he or she will be issued 1,250
shares of New Common Stock of the Company. The amount is determined by taking
the 10,000 shares of old common stock and dividing that number by 8, leaving a
remainder of 1,250 New Common Stock. In the case of fractional shares, they will
be rounded down to the nearest whole share, therefore a shareholder would then
be the owner of the next lowest whole number of shares. This is being done to
avoid additional expense to the Company.
The Board of Directors has also determined, with the approval of a majority of
shares entitled to vote, that in order to receive the New Common Stock a
shareholder must return the certificate representing Old Common Stock. Upon
receipt of the Old Common Stock certificate, the Transfer Agent will issue new
certificates representing New Common Stock.
The Board of Directors believes that by effectuating the reverse split of the
common stock, it will increase the attractiveness of the Company to the
financial community.
Based upon the number of shares outstanding on June 16, 2003, of 5,385,664,
there will be 673,208 shares outstanding after the reverse, prior to the
issuance of 6,000,000 shares of post reverse split common stock for the
Acquisition as outlines in Item 2.
AMENDMENT OF CORPORATE NAME
At the Special Meeting, holders of a majority of shares of Common Stock voted to
change the name of the Company from "STEAM CLEANING USA, INC." to "HUMANA TRANS
HOLDING CORP." (the "Corporate Name Change"), by means of an amendment to the
Company's Certificate of Incorporation and Certificate of Merger with its newly
acquired subsidiary. The Board of Directors had previously adopted resolutions
approving the Corporate Name Change and recommended that the Corporate Name
Change be submitted to the Stockholders for their approval at the Special
Meeting. The proposed amendment to the Certificate of Incorporation was approved
by the requisite number of shares of Common Stock entitled to vote at the
Special Meeting, and the Corporate Name Change and the proposed amendment to the
Company's Certificate of Incorporation will become effective upon the filing
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of a Certificate of Amendment of Certificate of Incorporation with the Secretary
of State of Delaware, which is expected to occur shortly.
The Board of Directors determined that it was in the best interests of the
Company to make certain acquisitions that are currently under discussion. These
possible acquisitions are outside the current business of the Company. In
addition, it is the belief of the Board of Directors that the Company should
begin seeking other developmental ideas to nurture and expand upon in the
future. In light of this, the Board of Directors determined that the name of the
Company should be changed to better reflect the direction of the Company.
Accordingly, the Board of Directors decided that Article One of the Company's
Certificate of Incorporation would be amended to change the Company's corporate
name to "HUMANA TRANS SERVICES HOLDING CORP.", a name that will better reflect
the Company's possible future entry into alternate business and the development
of future business plans.
Stockholders holding approximately 72% of our outstanding common stock have
approved and ratified the following resolution amending our Articles of
Incorporation:
RELOCATION OF CORPORATE OFFICES
The Company has relocated its Office to Trans Service Group, 7466 New
Ridge Road, Suite 7, Hanover, Maryland 21076. The new phone number of the
Company is: (410) 855-8758 or (888) 508-8866. The Registrant has a lease for the
premises for a term of 3 years, with 30 months are left on the lease. The lease
covers a total of approximately 5,000 square feet. The rent is $1,500 per month.
The space is adequate for the needs of the registrant for the foreseeable time
period and for its operations.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements
(a) Financial Statements. The Company intends to file the
appropriate and necessary financial statements required within the
time period set forth in the applicable rules.
(b) Pro Forma financial information will be filed by amendment
within the time period set forth in the applicable rules.
(c) Exhibits
10.1 Stock Purchase Agreement dated as of July 1, 2003
between Steam Cleaning USA, Inc., and the shareholders of Humana
Trans Holding Corp.
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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/ James W. Zimbler
---------------------------------
James W. Zimbler
President
Date: July 1, 2003
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