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 Report (Date of earliest event reported): November 3, 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 4.01 Changes in Registrant's Certifying Account
(a) On or about September, 2004, the Registrant was notified by its
Independent Auditor, Livingston Wachtell & Co., Inc., 29 Broadway, 25th Floor,
New York, New York 10006 (212) 480-0200 that it has resigned as the Independent
Auditor of the Registrant. This action was previously approved by the Board of
Directors sometime in October 2003.
On November 3, 2004, the management of the Registrant engaged Lazar, Levine &
Felix, LLP, located at 350 Fifth Avenue, New York, NY, Telephone (212) 736-1900,
as its independent auditors to audit its financial statements for the fiscal
year ended September 30, 2004. The decision to retain Lazar, Levine & Felix, LLP
was approved by the Registrant's Board of Directors.
During their tenure, Livingston Wachtell & Co., Inc., issued reports on
Registrant's financial statements up to June 30, 2004, that neither contained an
adverse opinion or disclaimer of opinion however, Livingston Wachtell & Co.,
Inc.'s report for the quarter ended June 30, 2003, was modified as to the
uncertainty of a going concern.
During the period of their engagement through June 30, 2004, there were no
disagreements between Livingston Wachtell & Co., Inc., and the Registrant on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Livingston Wachtell & Co., Inc., would have caused them to make
reference to the subject matter of the disagreement in connection with its
reports on the Registrant's financial statements, other than the fee dispute
that has arisen between the parties.
The Registrant has furnished Livingston Wachtell & Co., Inc. with a copy of this
report and has requested them to furnish a letter addressed to the Securities
and Exchange Commission stating whether it agrees with the above statements. A
copy of the resignation letter is to be attached as Exhibit 16 to this Form 8-K
by amendment.
(b) Effective November 3, 2004, Lazar, Levine & Felix, 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 Lazar, Levine & Felix, 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 Lazar, Levine & Felix, 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 small business issuer's
financial statements and either written or oral advice was provided that was an
important factor considered by the small business issuer in reaching a decision
as to the accounting, auditing or financial reporting issue.
Item 9. Financial Statements And Exhibits
(c) Exhibits
Exhibit 16. Letter from Certifying Accountant (to be filed by Amendment)
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: March 23, 2005