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: February 16, 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
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 February 16, 2004, the following changes to the Board of Directors and
the Executive Officers occurred:
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
Andrew B. Mazzone, 60 Director
George L. Riggs, III, C.P.A. 53 Director and Chief Financial Officer
Michael S. Krome, Esq. 42 Director and Counsel
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.
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.
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.
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: March 5, 2004