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: April 5, 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
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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
Effective April 5, 2004, Andrew B. Mazzone has resigned as a member of the Board
of Directors of the Registrant. He has stated in his resignation letter that his
resignation does not in any way imply or infer that there is any dispute or
disagreement relating to the Company's operations, policies or practices.
Also effective April 5, 2004, the remaining members of the Board of Directors,
in accordance with the By-Laws of the Registration has appointed Elliot Cole,
Esq., as a member of the Board of Directors. His biographical information
appears below.
The Board is now constituted as follows:
Name Age Position
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Ronald Shapps 56 Chairman of the Board of Directors
John P. Daley 52 Director and President
George L. Riggs, III, C.P.A. 53 Director and Chief Financial Officer
Michael S. Krome, Esq. 42 Director and Counsel
Elliot Cole, Esq. Director
Ron Shapss, 56, Chairman of the Board
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.
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, Director and 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, 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.
Michael S. Krome, Esq., 42, Director and Counsel
Michael S. Krome was admitted to practice Law in the State of New York in
February 1991, and in the United States District Court for the Eastern District
of New York in June 1991 and Southern District of New York in November 1994.
From February 1999 to November 1999, he was Vice President of Legal Affairs of
Fortune Media, Inc., (now known as Wayne's Famous Phillies, Inc.). From April
2000 until January 2001, he was a Director and Counsel to Universal Media
Holdings, Inc. Since 1991 he has practiced law as a sole practitioner in General
Practice. Since 2001 he has concentrated his practice in representing Public
Corporations. He is a graduate of the State University of New York at Albany and
graduated from the Benjamin N. Cardozo School of Law in June 1990.
Elliot Cole, Esq.,71, Director
Partner, Patton Boggs LLP
Elliot Cole has practiced corporate law for 40-plus years, more than 30 of which
he has been a partner at Patton Boggs LLP. His expertise is rooted in the
representation of early-stage companies. As a counselor of startups through
mezzanine and later-stage financing, Mr. Cole assists with bringing companies in
a wide range of businesses along to maturity. His broad-based contacts with
financiers and investors have provided capital and management assistance to a
number of the firm's clients over the years. Mr. Cole has served on the boards
of several business, community and social organizations. He has been a trustee
of Boston University, his alma mater, for over 20 years, having served on its
Investment Committee and Community Technology Fund.
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ITEM 4. CHANGES IN REGISTRANT"S CERTIFYING ACCOUNT
(a) On April 5, 2004, the Registrant was officially notified by its
Independent Auditor, Aaron Stein, C.P.A., that it had resigned as the
Independent Auditor of the Registrant. The Board of Directors accepted the
resignation as of April 5, 2004.
During his tenure, Aaron Stein, C.P.A., issued reports on Registrant's
financial statements up to September 30, 2003, that neither contained an adverse
opinion or disclaimer of opinion however, Aaron Stein, C.P.A.'s report for the
year ended September 30, 2003, was modified as to the uncertainty of a going
concern.
During the period including the two most recent fiscal years and any
subsequent interim period preceding this action, there was no disagreement
between Registrant and Aaron Stein, C.P.A. on any matter of accounting
principals or practices, financial statement disclosure or audit scope and
procedure, which disagreement(s), if not resolved to the satisfaction of Aaron
Stein, C.P.A., would have caused them to make reference to the subject matter of
the disagreement in connection with its report.
The disclosure contained herein has been submitted to Aaron Stein,
C.P.A. for its review and for them to have an opportunity to comment on the
disclosure. A copy of the letter is attached as Exhibit 16 to this report.
(b) Effective April 5, 2004, Livingston, Wachtell & Co., LLP, has been
retained as independent auditor of Humana Trans Services Holding Corp., the
Registrant, and was retained as independent auditor of the registrant for the
fiscal year ending September 30, 2004. Prior to the engagement, Registrant did
not consult with Livingston, Wachtell & Co., LLP regarding the application of
accounting principles to a specified transaction, or the type of audit opinion
that may be rendered with respect to the Registrant's financial statements, as
well did not consult with Livingston, Wachtell & Co. LLP, as to the application
of accounting principles to a specific completed or contemplated transaction, or
the type of audit opinion that might be rendered on the Registrant's financial
statements and either written or oral advice was provided that was an important
factor considered by the Registrant in reaching a decision as to the accounting,
auditing or financial reporting issue
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements
(a) Financial Statements.
(b) Pro Forma financial information.
(c) Exhibits
Exhibit 16. Letter from Certifying Accountant
Exhibit 17. Resignation Letter from Andrew B. Mazzone
Exhibit 99.1 Press Release on New Member of Board of
Directors
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
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John Daly
President
Date: April 5, 2004
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