UNITED STATES
SECURITIES AND EXCHANGE COMMISSSION
WASHINGTON, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934: For the fiscal year ending September 30, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934: For the transition period from _________ to _________
Commission file number: 000-30734
HUMANA TRANS SERVICES HOLDING CORP.
(Name of small business issuer in its charter)
Delaware 11-3255619
-------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7466 New Ridge Road, Suite 7, Hanover, Maryland 21076
------------------------------------------------------------
(Address of Principal executive offices) (Zip Code)
Issuer's telephone number (410) 855-8758
---------------
Securities registered under Section 12(b) of the "Exchange Act"
Common Share Par Value, $.0001
------------------------------
(Title of each Class)
Securities registered under Section 12(g) of the Exchange Act: None
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such a shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. [X] Yes [ ] No
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part II of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
The issuer's revenues for its most recent fiscal year: $797,682
The aggregate market value of the voting and non-voting common equity held by
non-affiliates based on the average bid and asked price of such common equity,
as of December 31, 2003 was approximately $4,469,284.
The number of shares of Common Stock outstanding, as of December 31, 2003 was:
6,345,188
Transitional Small Business Disclosure Format (check one): Yes ____; No X
1
HUMANA TRANS SERVICES HOLDING CORP.
ANNUAL REPORT ON FORM 10-KSB
FOR FISCAL YEAR ENDED SEPTEMBER 30, 2003
INDEX
PAGE NO:
--------
PART I........................................................................
ITEM 1. DESCRIPTION OF BUSINESS.....................................
ITEM 2. DESCRIPTION OF PROPERTY.....................................
ITEM 3. LEGAL PROCEEDINGS...........................................
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDEDRS........
PART II.......................................................................
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.........................................
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION...................................................
ITEM 7. FINANCIAL STATEMENTS........................................
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE......................
ITEM 8A. CONTROLS AND PROCEDURES
PART III......................................................................
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16 (a) OF
THE EXCHANGE ACT............................................
ITEM 10 EXECUTIVE COMPENSATION......................................
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWERNS
AND MANGAEMENT..............................................
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..............
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K............................
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES .....................
2
HUMANA TRANS SERVICES HOLDING CORP.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
BUSINESS DEVELOPMENT:
Steam Cleaning USA, Inc., formerly TTI Holdings of America Corp was
incorporated in November 1994 under the laws of the State of Delaware under the
name Thermaltec International, Corp. On May 18, 2001, Thermaltec changed its
name to TTI Holdings of America Corp. ("TTI" or the "Company"). From its
inception until July 2001, TTI was primarily engaged in the thermal spray
coating industry in the U.S. and Costa Rica. In July 2001, TTI divested the
operations of its thermal spraying business, formerly consolidated in its
wholly-owned subsidiary Panama Industries, Ltd, to its shareholders of record as
of June 22, 2001 in the form of a stock dividend on the basis of one (1) share
of Panama for every three (3) shares of TTI owned (the "Panama Spin-off").
Accordingly, as of July 2, 2001, TTI was no longer in the thermal spraying
business and has been operating as a holding company focused on developing new
business opportunities.
PRIOR TRANSACTIONS:
In June 2001, TTI acquired Transventures Industries, Inc., a New York
corporation for 250,000 shares of its Common Stock. Based upon the value of the
common stock issued, the value of the acquisition was $330,000. The purpose of
this acquisition was to help exploit various business opportunities in the
transportation and logistics industries by providing capital and other corporate
support.
In June 2001, TTI acquired 300,000 shares of Cobex Technology Inc. for
$50,000 and the issuance of 100,000 shares of its Common Stock. These shares
represented approximately 18% of Cobex's total outstanding shares. Cobex is a
New York based communications interconnect provider and installer serving small
to middle sized companies and institutions. On December 12, 2001, TTI agreed to
sell all of its shares back to Cobex for a total of $35,000, payable $7,000 on
closing and the balance payable over a 12-month period. This transaction closed
in January 2002.
3
On October 10, 2001, TTI entered into an agreement to merge
Transventures into Cyberedge Enterprises, Inc, a Delaware corporation company
that had recently filed for reorganization under Chapter 11 of the U.S.
Bankruptcy Code. TTI was to receive 20% of the total outstanding shares of
Cyberedge at the closing. The purpose of the transaction was to allow
Cyberedge's management, primarily its President, James W Zimbler, to develop the
transportation and logistics business utilizing their in-house network of
industry contacts. This transaction was never completed however.
On November 2, 2001, Mr. Zimbler was named TTI's interim President in
addition to being named to the TTI Board of Directors. Mr. Zimbler replaced
TTI's then current Chief Executive Officer and President Andrew B. Mazzone who
resigned both positions effective November 1, 2001. On December 14, 2001, TTI
and Cyberedge mutually agreed to terminate the merger of Transventures into
Cyberedge as it was determined by both companies that TTI and its management
were better suited to exploit the Transventure business model and create value.
Pursuant to a Stock Purchase Agreement, dated August 15, 2002, entered
into by the Registrant, the shareholders of the issued and outstanding shares of
Steam Cleaning USA, Inc., have sold their shares to the Registrant to the
issuance of a total of 90,000,000 shares of common stock. Steam Cleaning USA,
Inc., a Wisconsin corporation, was set up by a group of outside individuals for
the purpose of effectuating a transaction organized specifically to potentially
acquire and expand the operations of Steam Cleaning and Sterilization, Inc.
Steam Cleaning and Sterilization began its existence as an unincorporated
proprietorship over forty-five years ago when the present owners began providing
steam cleaning and cart maintenance services to local grocery stores in
Wisconsin. The proprietorship was incorporated in 1962 under its present name as
a Wisconsin corporation. The company continued to primarily service grocery
stores, even after the stores were acquired or merged into larger regional
entities. The shares were issued after the effectiveness of the five (5) for one
(1) reverse split, to be effective on September 3, 2002. At that time the
shareholders will receive an aggregate total amount of 18,000,000 shares. The
present owners of Steam Cleaning and Sterilization were slow to enter into
serious meaningful discussions about a business combination, and on December 27,
2002, the Stock Purchase Agreement, dated August 15, 2002, was amended in that
the 90,000,000 shares issued were returned to the treasury and in their place a
total of 5,000,000 shares were issued.
4
On August 19, 2002 the company changed its name to Steam Cleaning USA,
Inc.
RECENT TRANSACTIONS:
As of July 1, 2003, we 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 was previously wholly-owned by our former Director, James W.
Zimber, and other shareholders, as was set forthonthe filing of July 10, 2004.
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.
MANAGEMENT, EMPLOYEES AND CONSULTANTS:
The Company has no employees other than the President, who currently
does not receive cash compensation.
ITEM 2. DESCRIPTION OF PROPERTY
The Executive and Corporate offices of the Company is located at 7466
New Ridge Road, Suite 7, Hanover, Maryland 21076. The phone number of the
Company is: (410) 855-8758 or (888) 508-8866. Our subsidiary, Bio Solutions, has
a lease for the premises for a term of 3 years, with 27 months left on the
lease. The cost is paid by our subsidiary that is our main operating main unit,
Humana Trans Services Group, Ltd. 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 3. LEGAL PROCEEDINGS
Other than described below, there are no past, pending or, to our
knowledge, threatened litigation or administrative action which has or is
expected by our management to have a material effect upon our business,
financial condition or operations, including any litigation or action involving
our officer, director or other key personnel. There have been no changes in the
company's accountants, or disagreements with its accountants since its
inception.
5
In May and June 2001, TTI entered into several letter agreements to
acquire up to eleven separately owned comprehensive outpatient rehabilitation
facilities ("CORF's") that were managed by a Florida based company named Total
Health Care Consulting, Inc ("Total"). The Company was essentially acquiring the
licenses to operate these CORF's with Total providing the back-office management
functions. The acquisition of these CORF's was to have been executed by the
distribution of shares of TTI to the CORF owners based upon certain financial
criteria. On August 24, 2001 the Company terminated the agreements with the CORF
owners and did not consummate the acquisitions upon being informed that certain
representations regarding the financial condition of the CORFs and Total and
other material matters were found to be not true. Although approximately
3,500,000 shares of TTI had been issued to the owners of the CORFs, the Shares
have been cancelled on the books of the Company and are not recognized as issued
and outstanding. Other than the legal, accounting and due diligence expenses
incurred in the pursuit of this acquisition, no other costs were incurred. The
Company does not anticipate any legal actions as a result of these cancelled
transactions.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
At present we have not entered into individual indemnity agreements
with our Officer or Director. However, our By-Laws and Certificate of
Incorporation provide a blanket indemnification that we shall indemnify, to the
fullest extent under Delaware law, our directors and officers against certain
liabilities incurred with respect to their service in such capabilities. In
addition, the Certificate of Incorporation provides that the personal liability
of our directors and officers and our stockholders for monetary damages will be
limited.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On April 12, 2003, the majority of shares entitled to vote approved a
reverse split of one new share for each eight old shares of common stock,
effective on June 30, 2003.
On July 1, 2003, a majority of the shares entitled to vote approved
the purchase of Humana Trans Services Holding Corp, pursuant to the terms and
conditions as set forth on the Exhibit filed on Form 8-K on July 10, 2003.
6
On July 21, 2003, the majority of shares entitled to vote of the
Company voted to effectuate an Agreement of Merger between Human Trans Services
Holding Corp and Steam Cleaning USA, Inc., whereby the two corporations were
merged and Steam Cleaning USA, Inc., the surviving corporation took the name of
Humana Trans Services Holding Corp.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
GENERAL:
We are authorized to issue 50,000,000 shares of Common Stock, at a par
value $.0001 per share. As of December 31, 2003, the latest practicable date,
there are 6,345,188 shares of common stock outstanding. The number of record
holders of Common Stock as of September 30, 2002 is approximately 300.
COMMON STOCK:
The holders of Common Stock are entitled to one vote for each share
held of record on all matters to be voted on by stockholders. There is no
cumulative voting with respect to the election of directors, with the result
that the holders of more than 50% of the shares voting for the election of
directors can elect all of the directors then up for election. The holders of
Common Stock are entitled to receive ratably such dividends when, as and if
declared by the Board of Directors out of funds legally available therefore. In
the event we have a liquidation, dissolution or winding up, the holders of
Common Stock are entitled to share ratably in all assets remaining which are
available for distribution to them after payment of liabilities and after
provision has been made for each class of stock, if any, having preference over
the Common Stock. Holders of shares of Common Stock, as such, have no
conversion, preemptive or other subscription rights, and there are no redemption
provisions applicable to the Common Stock
7
PRICE RANGES OF HUMANA TRANS SERVICES HOLDING CORP. COMMON STOCK:
MARKET INFORMATION
The Company's Common Stock is traded on the NASD OTC Bulletin Board
under the symbol "HTSC". It was previously traded under the symbol SCLU until
August 11, 2003 and TTIH until September 3, 2002.
There is currently a limited trading market for the Company's Common
Stock. The following chart lists the high and low closing bid prices for shares
of the Company's Common Stock for each quarter within the last fiscal year.
These prices are between dealers and do not include retail markups, markdowns or
other fee and commissions, and may not represent actual transactions.
QUARTER OF FISCAL YEAR 2003: HIGH BID LOW BID HIGH ASK LOW ASK
---------------------------- -------- ------- -------- -------
First Quarter 0.35 0.08 0.51 0.12
Second Quarter 0.51 0.08 0.6 0.13
Third Quarter 0.13 0.05 0.17 0.05
Fourth Quarter 1.26 0.04 1.4 0.06
LIQUIDATION:
In the event of a liquidation of the Company, all stockholders are
entitled to a pro rata distribution after payment of any claims.
DIVIDEND POLICY:
The Company has never declared or paid cash dividends on its common
stock and anticipates that all future earnings will be retained for development
of its business. The payment of any future dividends will be at the discretion
of the Board of Directors and will depend upon, among other things, future
earnings, capital requirements, the financial condition of the Company and
general business conditions.
STOCK TRANSFER AGENT:
Our transfer agent and registrar of the Common Stock is Manhattan
Transfer Registrar Co., P.O. Box 361, Holbrook, NY 11741.
8
RECENT SALES OF UNREGISTERED SECURITIES
The information concerning the recent sales of unregistered securities
required by Item 5 is incorporated by reference to the information set forth in
Item 12 "Certain Relationships and Related Transactions" set forth hereafter
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
This Annual Report on form 10-KSB contains certain forward-looking
statements within the meaning of the federal securities laws. Actual results and
the timing of certain events could differ materially from those projected in the
forward-looking statements due to a number of factors contained elsewhere
herein. This commentary should read in conjunction with our financial statements
that appear in this report.
RESULTS OF OPERATIONS:
For the Year Ending September 30, 2003 vs. September 30, 2002
Until July 1, 2003, the last quarter of the Company's fiscal year, the
Company did not have an operating unit. Therefore a comparison of sales to the
previous year is not an accurate representation of the increase or decrease of
the revenues, costs and sales of the Company. Subsequent to July 1, 2004, the
Company had $797,682 in sales, with the cost of revenues of $507,718 and other
expenses, including interest expense of $33,368 and impairment of Goodwill of
$469,005 for a total expenses of $1,016,937.
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
5 states and has current annual revenues of approximately $2,000,000. Some of
Humana's clients are Cardinal Healthcare, Giant Foods and Royal Ahold.
9
For the Year Ending September 30, 2003 vs. September 30, 2002
During 2002, the Company did not report any sales from operations.
Sales revenues and operating expenses previously reflected in the financial
statements from the operations of Panama Industries, Ltd. were shown, as
required, as a single caption titled "Loss from Discontinued Operations."
LIQUIDITY AND FINANCIAL RESOURCES
As shown in the financial statements, the Company incurred a net loss
of $712,628 during the year ended September 30, 2003 and has incurred
substantial net losses for each of the past two years. At September 30, 2003,
current liabilities exceed current assets by $790,974. These factors raise
substantial doubt about the Company's ability to continue as a going concern. It
is the intention of the Company's management to improve profitability by
significantly reducing operating expenses and to increase revenues
significantly, through growth and acquisitions. The ultimate success of these
measures is not reasonably determinable at this time.
INFLATION
The amounts presented in the financial statements do not provide for
the effect of inflation on the Company's operations or its financial position.
Amounts shown for machinery, equipment and leasehold improvements and for costs
and expenses reflect historical cost and do not necessarily represent
replacement cost. The net operating losses shown would be greater than reported
if the effects of inflation were reflected either by charging operations with
amounts that represent replacement costs or by using other inflation
adjustments.
FORWARD-LOOKING INFORMATION
Certain statements in this document are forward-looking in nature and
relate to trends and events that may affect the Company's future financial
position and operating results. The words "expect" "anticipate" and similar
words or expressions are to identify forward-looking statements. These
statements speak only as of the date of the document; those statements are based
on current expectations, are inherently uncertain and should be viewed with
caution. Actual results may differ materially from the forward-looking
statements as a result of many factors, including changes in economic conditions
and other unanticipated events and conditions. It is not possible to foresee or
to identify all such factors. The Company makes no commitment to update any
forward-looking statement or to disclose any facts, events or circumstances
after the date of this document that may affect the accuracy of any
forward-looking statement.
10
ITEM 7. FINANCIAL STATEMENTS
HUMANA TRANS SERVICES HOLDING CORP. AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
CONTENTS
INDEPENDENT AUDITORS' REPORT
FINANCIAL STATEMENTS
Balance Sheet as of September 30, 2003 F-1
Statements of Operations for the year
ended September 30, 2003 and 2002 F-2
Statements of Operations for the year
ended September 30, 2003 and 2002 F-3
Statements of Stockholders' Deficiency for year
ended September 30, 2003 and 2002 F-4
Statements of Cash Flows for the year
ended September 30, 2003 and 2002 F-5
Notes to Financial Statements F6-F15
11
Aaron Stein
CERTIFIED PUBLIC ACCOUNT
981 ALLEN LANE
P.O. BOX 406
WOODMERE, NY 11598
516-569-0520
REPORT OF INDEPENDENT AUDITOR
To the Directors and stockholders
I have audited the accompanying sheet of Humana Trans Services Holding Corp. as
of September 30, 2003 and the related statements of operations, owner's deficit
and cash flows for the year ended September 30, 2003. These financial statements
are the responsibility of the Company's management. My responsibility is to
express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with auditing standards generally accepted in
the United States of America. Those standards require that I plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of materials misstatements. An audit includes examining on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by managements, as well as evaluating the overall
financial statement presentation. I believe that my audits provide a reasonable
basis for my opinion.
In my opinion, the financial statements referred to about present fairly, in all
material respects, the financial position of Humana Trans Services Holding Corp.
as of September 30, 2003 and the results of its operations and its cash flows
for the year ended September 30, 2003 in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered losses from inception that raises
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Aaron Stein, CPA
Woodmere, New York
January 16, 2004
Humana Trans Services Holding Corp.
And Subsidiaries
September 30, 2003
HUMANA TRANS SERVICES HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2003 AND 2002
2003 2002
----------- -----------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 16,084 $ --
Accounts receivable 88,346 --
Employee advances 11,990 --
Other current assets 15,949 --
----------- -----------
total current assets 132,369 --
----------- -----------
FIXED ASSETS 1,056 --
----------- -----------
OTHER ASSETS:
Client list 72,000 --
Goodwill 295,219 --
----------- -----------
total other assets 367,219 --
----------- -----------
Total Assets $ 500,644 $ --
=========== ===========
LIABILITIES AND DEFICIENCY IN ASSETS
CURRENT LIABILITIES:
Accounts payable $ 177,165 $ --
Accounts payable and accrued expenses 262,832 131,192
Payroll taxes payables 161,576
Loans Payable 690,045 35,000
----------- -----------
total current liabilities 1,291,618 166,192
----------- -----------
DEFICIENCY IN ASSETS:
Common stock, $.0001 par value, 50,000,000 shares authorized, 1,272 1,800
Less stock subscription receivable -- (1,600)
----------- -----------
1,272 200
Additional paid in capital 87,304
Deficit accumulated during development stage (879,550) (166,392)
----------- -----------
total deficiency in assets (790,974) (166,192)
----------- -----------
Total liabilities and deficiency in assets $ 500,644 $ --
=========== ===========
See notes to financial statements.
F-2
HUMANA TRANS SERVICES HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
PERIOD FROM
INCEPTION
(AUGUST 16, 2002)
YEAR ENDED THROUGH
SEPTEMEBER 30, SEPTEMBER 30,
2003 2002
------------ ------------
REVENUES $ 797,682 $ --
COST OF REVENUES 507,718
------------ ------------
GROSS PROFIT 289,964 --
GENERAL AND ADMINISTRATIVE 500,219 17,000
------------ ------------
Loss from operations (210,255) (17,000)
------------ ------------
OTHER INCOME (EXPENSE):
Interest expense (33,368) --
Impairment loss on Goodwill (469,005)
------------ ------------
(502,373) --
------------ ------------
NET INCOME (LOSS) $ (712,628) $ (17,000)
------------ ------------
LOSS PER SHARE
Basic $ (0.09) $ (0.09)
============ ============
AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING
Basic 7,661,828 18,000,000
============ ============
See notes to financial statements.
F-3
HUMANA TRANS SERVICES HOLDING CORPORATION AND SUBSIDIARIES
STATEMENTS OF CHANGES IN DEFICIENCY IN ASSETS
PERIOD FROM INCEPTION (AUGUST 16, 2002) THROUGH SEPTEMBER 30, 2002
DEFICIT
ACCUMULATED
COMMON STOCK STOCK ADDITIONAL DURING
-------------------------- SUBSCRIPTION PAID-IN DEVELOPMENT
SHARES AMOUNT RECEIVABLE CAPITAL STAGE TOTAL
------------ ---------- ---------- ------------ ---------- ----------
(Inception) Issuance of Common Stock of
Steam Cleaning USA, Inc-August 16, 2002 18,000,000 $ 1,800 $ (1,800) $ -- $ -- $ --
Issuance of stock for acquisition of
TTI Holdings of America, Corp. 2,000 $ -- $ --
Receipt of Stock Subscription Receivable $ (166,392) $ (166,392)
Net loss -- -- -- -- -- --
Balance at September 30, 2002 18,002,000 1,800 (1,800) -- (166,392) (166,392)
Shares returned and new shares reissued
per 12-27-2002 amendment to agreements (12,697,000) (1,270) 1,800 (530)
shares issued for compensation 1,407,000 141 87,304 87,445
Shares issued for acquisition 6,000,000 600 600
Net loss (712,628) (712,628)
------------ ---------- ---------- ------------ ---------- ----------
Balance at September 30, 2003 12,712,000 1,271 -- 87,304 (879,550) (790,975)
============ ========== ========== ============ ========== ==========
See notes to financial statements.
F-4
HUMANA TRANS SERVICES HOLDING CORPORATION AND SUBSIDIARIES
STATEMENT OF CASH FLOWS
PERIOD FROM
FOR THE INCEPTION
YEAR (AUGUST 16, 2002)
ENDED THROUGH
SEPTEMBER 30, SEPTEMBER 30,
2003 2002
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(712,628) $(166,392)
Adjustments to reconcile net loss to net
cash used in operating activities:
Impairment loss on Goodwill 469,005 149,392
Stock compensation expenses 87,445
Amortization of customer list 3,000
Changes in assets and liabilities:
Accounts receivable (88,346)
Employee advances (11,990)
Other current assets (15,949)
Accounts payable 177,165
Accrued expenses 131,640
Payroll taxes payable 161,576
--------- ---------
Net cash used in operating activities 200,918 17,000
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Goodwill (764,224)
Acquisition of customer list (75,000)
--------- ---------
Net cash used in investing activities (839,224) --
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in loans payable 654,390 --
Proceeds from convertible notes payable --
--------- ---------
Net cash provided by financing activities 654,390 --
--------- ---------
NET INCREASE IN CASH $ 16,084 --
CASH AND CASH EQUIVALENTS, Beginning -- --
--------- ---------
CASH AND CASH EQUIVALENTS, End $ 16,084 $ --
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH PAYMENTS
Interest $ --
========= =========
Taxes $ --
========= =========
See notes to financial statements.
F-5
HUMANA TRANS SERVICE HOLDING CORP. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
NOTE 1 -- ORGANIZATION, NATURE OF BUSINESS AND PURCHASE OF OPERATIONS
Organization
On August 16, 2002, (new) Steam Cleaning USA Inc., a Delaware corporation was
organized (and formerly known as TTI Holdings of America Corp. (TTI)), issued
90,000,000 of its shares of common stock in exchange for 100% of the common
stock of Steam Cleaning USA, Inc., the Wisconsin corporation organized in August
2002. The stockholdings of the original stockholders of Steam Cleaning USA, Inc.
(the Wisconsin corporation) represented approximately 90% of the stock
outstanding of TTI on a post exchange basis. Simultaneously with the exchange,
Steam Cleaning USA, Inc. (the Wisconsin corporation) merged into TTI with TTI
changing its name to Steam Cleaning USA, inc. (a Delaware corporation) Such
exchange diluted the ownership percentage of the prior Steam Cleaning USA, Inc.
stockholders to approximately 10 percent and resulted in the prior stockholders
of Steam Cleaning USA, Inc. owning approximately 90 percent of outstanding
shares. As a legal effect of the merger, TTI acquired all of the assets and
assumed all the liabilities of Steam Cleaning USA, Inc. For reporting purposes,
however, the foregoing stock-exchange transaction has been accounted for as a
reverse acquisition in which Steam Cleaning USA, Inc. (Wisconsin) acquired all
the assets and liabilities of Steam Cleaning USA, Inc. (Delaware)(TTI) and
recorded them at their fair value and as if Steam Clean USA, Inc. (Wisconsin)
remained the reporting entity. The only assets of Steam Cleaning USA, Inc.
(Delaware) (TTI) had a fair value of $107,000. Because Steam Cleaning USA, Inc.
is the surviving entity for legal purposes, all equity transactions have been
restated in terms of this corporation's capital structure.
Shown below is the fair value of net assets for the above business combination:
Fair value of assets acquired $ -0-
Less: fair value of liabilities assumed $ 149,000
Goodwill $(149,000)
Included in the liabilities assumed are notes payable dated January 22, 2002
representing a total of $35,000 that the company borrowed from three investors
through the issuance of 7% convertible promissory notes (the "Notes"). The Notes
have a one (1) year term and are convertible at the holder's election into
shares of Common Stock at the lower of (i) $0.05 or (ii) a variable conversion
price equal to 50% of the average closing bid price of the Common Stock prior to
the day of conversion. The Notes are automatically converted upon a merger or
other extraordinary corporate transaction. Management does not
F-6
HUMANA TRANS SERVICE HOLDING CORP. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
believe that the terms of these notes represent a beneficial conversion feature
that represents fair value in excess of the notes' face value.
Concurrent with the consummation of the above described transaction the company
affect a reverse split of 1 new share for every 5 shares outstanding.
Acquisitions:
On July 1, 2003 the company acquired Humana Trans Services Holding Corp. and its
subsidiaries (as described below). The entity was incorporated in Delaware on
April 25, 2003 issuing 1000 shares of common stock. (On July 1, 2003 the Company
merged into Steam Cleaning USA, Inc. (Steam Cleaning) leaving Steam Cleaning as
the surviving corporation. On August 4, 2003 Steam Cleaning filed a Certificate
of Amendment to its Certificate of Incorporation changing its name to "Humana
Trans Services Holding Corp.) The Company's certificate of incorporation
authorized it to issue 20,000,000 shares of Common Stock with a par value of $
..0001 per share and 5,000,000 shares of preferred stock, par value $.0001. Prior
to the company's acquisition of Humana Trans Services Group, Ltd. and Bio
Solutions LLC (see below) it had no operations.
Humana Trans Services Group, Ltd.
On April 30, 2003 the HTSG entered into a Stock Purchase Agreement
wherein it purchased from National Management Consulting Inc. (NMC)(a publicly
traded company and sole stockholder of Humana Trans Services Group, Ltd.
(HTSG)), all the outstanding shares of HTSG. The majority of shareholders of
HTSG were also shareholders of NMC. The purchase price was $255,000 for the
stock of which $25,000 was paid at closing and the balance in the form of a
promissory note that bears interest at the rate of five percent (10%), with
interest and principle payable over a two year period. The Note is secured by
stock owned by the majority shareholder of the company (and a former
director/officer) in the following companies: NMC, Dominix, Inc., and CDKnet.com
(all publicly traded companies). Also this stockholder gave a waiver to any
right to receive any shares or proceeds of any shares of NMC. Humana has
commenced operations in the employee leasing business whereby Humana contracts
with various businesses to provide employees to the business. The recipient
business then pays a fee to Humana out of which the employee is paid and Humana
retains a portion for its administrative efforts.
The fair values of assets acquired and liabilities assumed at the acquisition
date are as follows:
Cash $ 23,320
Accounts receivable 18,648
Employee advances 5,810
Fixed assets 1,056
Intangible asset-customer list 79,500
Goodwill 590,438
Accounts payable and accrued expenses (174,894)
Payroll taxes payable (59,478)
Notes payable (229,400)
--------
255,000
========
F-7
HUMANA TRANS SERVICE HOLDING CORP. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
Results of HTSG are included in the Company's financial statements since the
acquisition date.
$295,219 assigned to goodwill was written off at the date of acquisition. The
write-off is included in general and administrative expenses. The $79,500 of
acquired intangible assets have a weighted-average useful life of 4.5 years.
Goodwill is expected to be fully deductible for tax purposes.
NTSG had previously entered into an employment contract with an individual who
had previously operated the business. This individual owned and operated a
similar business and was to become the chief operating officer of Humana. HTSG
issued this individual 1,000,000 shares along with a salary arrangement for
services to be rendered over a period of time. Shortly after the contract was
executed this individual died. His shares have been cancelled and a lesser
number of shares have been issued to settle with his estate.
Bio Solutions, LLC
In conjunction with the acquisition of HTSG the company assumed the operations
of Bio Solutions LLC owned by the president of the company and who is also a
significant stockholder of the company. No consideration was paid, however the
transaction resulted in acquiring $143,622 of goodwill that the company
considered impaired and has also been written down. Goodwill is expected to be
fully deductible for tax purposes.
The fair values of assets acquired and liabilities assumed of Bio Solutions LLC
at its acquisition date are as follows:
Cash $ 12,170
Accounts receivable 4,901
Goodwill 143,622
Accounts payable and accrued expenses (36,011)
Loans payable
(124,682)
========
--------
0
Going Concern
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.
The Company has reorganized as a management and holding company with a focus on
acquiring and managing small enterprises that have potential growth prospects in
similar lines of business as HTSG. The primary criteria for acquisition
candidates are that they must be at or near profitability and exhibit potential
for growth with a minimal amount of financing. Financing recently has been from
stockholder advances and factoring accounts receivable.
F-8
HUMANA TRANS SERVICE HOLDING CORP. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
The Company anticipates that in order to fulfill its plan of operation including
payment of certain past liabilities of the company, it will need to seek
financing from outside sources. The company is currently pursuing a private
placement of debt. Also, the Company is actively in discussion with one or more
potential acquisition or merger candidates. There is no assurance that the
company will be successful in raising the necessary funds nor can there be a
guarantee that the Company can successfully execute any acquisition or merger
transaction with any company or individual or if such transaction is effected,
that the Company will be able to operate such company profitably or
successfully.
These factors raise substantial doubt about the Company's ability to continue as
a going concern. The financial statements do not include any adjustment that
might result from the outcome of this uncertainty.
NOTE 2--SIGNIFICANT ACCOUNTING POLICIES
Basis of Consolidation -- The consolidated financial statements include the
accounts of Humana Trans Services Group, Ltd. and Bio Solutions, LLC a wholly
owned subsidiary acquired in April 2003 (see note 1). Two new corporate
subsidiaries, Skilled Tradesman, Inc. and Waste Remediation, Inc. were formed
and have remained inactive. All significant inter-company accounts and
transactions have been eliminated in consolidation.
Revenue Recognition -- HTSG recognizes revenue based upon services performed and
by employees and billed to customers.
Cash and Cash Equivalents -- For purposes of reporting cash flows, the Company
considers all cash accounts, which are not subject to withdrawal restrictions or
penalties, as cash and cash equivalents in the accompanying balance sheets.
The Company maintains their cash in a financial institution, which insures its
deposits with the FDIC up to $100,000 per depositor.
Allowance For Doubtful Accounts -- Trade accounts receivable are stated net of
any allowance for doubtful accounts. The Company estimates the allowance based
on an analysis of specific customers, taking into consideration the age of past
due accounts and an assessment of the customer's ability to pay. At September
30, 2003 management of the Company had determined no further reserve was
required after writing off any potential bad debts.
Client List - Client list is being amortized on a straight-line basis over five
years
Property and Equipment -- Depreciation is computed on the straight-line method
over the estimated useful lives of the respective assets, which range from three
to five years. Maintenance and repairs are charged to expense as incurred; major
renewals and improvements are capitalized.
F-9
HUMANA TRANS SERVICE HOLDING CORP. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
Fair Value of Financial Instruments -- The fair value of financial instruments
classified as current assets or liabilities, including cash and cash
equivalents, accounts receivable, related party receivables and accounts
payable, accrued expenses, and stockholder advance approximate carrying value,
principally because of the short maturity of those items. Note Payable-CDK.Net
also approximates it fair based upon its maturity and the interest rate.
Income Tax -- federal income tax and to the extent that all the corporations
have state income taxes they are accounted under an asset and liability method,
which recognizes deferred tax liabilities and assets for the expected future tax
consequences of temporary differences between the tax and financial reporting
bases of certain assets and liabilities of each entity of the combined group. As
of September 30, 2003 the Company had no taxable income. As of June 30, 2003 a
valuation allowance to offset any future benefit from net operating loss carry
forwards has been established because management believes it is more likely than
not that the deferred asset will not be recovered. The Company has tax net
operating losses to offset future taxable income if such taxable income
materializes and subject to certain limitations under the Internal Revenue Code.
Goodwill - Cost of investments in purchased companies in excess of the
underlying fair value of net assets at dates of acquisition are recorded as
goodwill and assessed annually for impairment. If considered impaired, goodwill
will be written down to fair value and a corresponding impairment loss
recognized.
Use of Estimates -- The preparation of financial statements in conformity with
accounting principles generally accepted in the United State of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reported period. Actual results could differ from those
estimates.
Note 3 - ACCOUNTS RECEIVABLE FACTORING ARRANGMENT
On October 21, 2003 HTSG entered into a factoring arrangement whereby certain
identified accounts receivable would be sold to AmeriFund Capital Group, LLC
(AFCG) up to a maximum of $500,000. AFCG will advance up to 80% of the face
value of the accounts receivable. At the time of collection the factor will
remit the remaining 20% of the face value of the receivable less a "discount
fee" ranging from 2.50% (if 15 days elapsed) to 10.11% (91 days after elapsed).
The arrangement is non-recourse to the company in the event of non-payment of an
account by reason of bankruptcy and the factor maintains a security interest in
all accounts receivable. The term of the arrangement is twelve months.
F-10
Note 4 - PAYROLL TAXES PAYABLE
In conjunction with the acquisition of Humana Trans Service Group (see Note 2)
the company assumed delinquent past due state and federal payroll taxes. The
balance of these liabilities are shown as $161,576 as of September 30, 2003. The
company has also accrued estimated interest and penalties on these unpaid taxes.
Additionally, several states have filed liens on the company. The company is
currently paying all payroll taxes and intends to pay and settle with state and
federal jurisdictions at time of receiving additional working capital.
NOTE 5-- LOANS PAYABLE
Loans payable at September 30, 2003 are as follows:
Due Humana Force Systems $103,758
Due stockholder $ 25,000
Due stockholder / officer $ 21,093
Due former officer $194,400
Note Payable - James W. Zimbler $230,000
Convertible Notes Payable $ 35,000
Other Note Payable $ 70,794
Note Payable - CDK.Net $ 10,000
--------
$690,045
========
Due Humana Force Systems - represents unsecured advances made to Bio Solutions
for working capital. Humana Force Systems is a company that had operated in the
same business as HTSG, whose owner became president of Human Trans Service
Group, Inc., but who died before assuming control. There are no terms of
repayment and it non-interest bearing.
Due Stockholder - represents an unsecured advance by the major stockholder for
the company to make the down payment to National Management Consulting Inc. (see
Note 1). There are no terms of repayment and the advance is non-interest
bearing.
Due Stockholder / Officer - This represents funds advances to Bio Solutions for
working capital. There are no terms for repayment and is non-interest bearing.
Also the advance is unsecured.
Due Former Officer - This amount represents funds advances by a former majority
stockholder of National Management Consulting, who advanced funds to Humana
Trans Services Group Ltd. for the purpose of acquiring a customer list and
providing working capital. The advance is non-interest bearing, unsecured and
requiring no terms for repayment. The loan is currently being negotiated to be
paid through the issuance of common stock.
F-11
HUMANA TRANS SERVICE HOLDING CORP. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
Note Payable - James W. Zimbler - This is the note issuance in conjunction
with the acquisition of Humana Trans Service Group Ltd (see Note 1). The note is
currently in default in that only the first few monthly payments were made, and
therefore the entire amount has been classified current. On July 10, 2003 a
settlement agreement was entered into by the company, National Management and
the major shareholder of the company whereby the majority stockholder gave
holdings in National Management Consulting and other companies that was being
held as collateral in order to satisfy the obligation. A new obligation was
created to this stockholder for an amount equal to the settlement.
Note Payable - CDK.Net - The company borrowed $10,000 on March 2, 2002 for a
term of 180 days and therefore it is in default.
NOTE 6 - Lease Commitment
In August 2002, the company entered into lease for use of its headquarters in
Maryland. The lease calls for payments of $1,770/month. Rent expense for period
was $21,240 Additionally, the lease is guaranteed by the president of the
company.
Non-cancelable payments over the term of the lease are as follows:
Twelve months ending:
September 30, 2004 $21,240
September 30, 2005 $19,470
-------
$40,710
=======
NOTE 7 - SUBSEQUENT EVENTS
Corporate Program Administrators, Inc.
On November 10, 2003 (with the effective date of the transaction January 1,
2004) the company entered into an asset purchase agreement to purchase certain
assets of "Corporate Program Administrators, Inc." for the issuance of 385,000
shares of common stock and $25,000 cash. No liabilities are being assumed and
certain assets such as accounts receivable and "prepaids" are being excluded
from the purchase.
Personnel Management Solutions LLP
The company and "Personnel Management Solutions, LLP (PMS) have entered into a
"memorandum of understanding on December 10, 2003" and "term left December 29,
2003" to pursue a "definitive purchase agreement." It is anticipated that the
purchase price will be based upon three times adjusted net earnings of PMS
payable 25% in cash plus the issuance of common stock of the company for the
remaining %75. Completion of any purchase is contingent upon performance of
adequate due diligence by the company.
F-12
Prior to the execution of a definitive agreement for the purchase of PMS by the
company will manage all operations and accounts of PMS effective January 1,
2004. All operations are to continue to be processed by PMS, but will be in the
name of the company. PMS will return ownership of all accounts and
responsibility for all liabilities. The company will receive a fee of 0.05% of
total gross payroll processed during this period.
F-13
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
ITEM 8A. CONTROLS AND PROCEDURES
We recently acquired Humana Trans Services Group, Ltd. and related
companies. These companies are just developing and implementing systems of
internal and disclosure controls. Within the ninety-day period preceding the
filing of this report, our management evaluated the effectiveness of the design
and operation of its disclosure controls and procedures (the "Disclosure
Controls") as of the end of the period covered by this Form 10-KSB and (ii) any
changes in internal controls over financial reporting that occurred during the
last quarter of our fiscal year. This evaluation ("Controls Evaluation") was
done under the supervision and with the participation of management, including
the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), who
became CFO in July 2003.
Limitations on the Effectiveness of Controls
A control system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the objectives of the
control system are met. Further, the design of a control system must reflect the
fact that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, have been detected. Because
of the inherent limitations in a cost effective control system, misstatements
due to error or fraud may occur and not be detected. We will conduct periodic
evaluations of our internal controls to enhance, where necessary, our procedures
and controls.
Conclusions
Based upon the Controls Evaluation, the CEO and CFO have concluded that
the Disclosure Controls are effective in reaching a reasonable level of
assurance that management is timely alerted to material information relating to
the Company during the period when its periodic reports are being prepared. In
accord with the U.S. Securities and Exchange Commission's requirements, the CEO
and CFO conducted an evaluation of the Company's internal control over financial
reporting (the "Internal Controls") to determine whether there have been any
changes in Internal Controls that occurred during the quarter which have
materially affected or which are reasonable likely to materially affect Internal
Controls. Based on this evaluation, there have been no such changes in Internal
Controls during the last quarter of the period covered by this report.
12
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.
The following table sets forth information with respect to the directors and
executive officers as of December 31, 2003.
Name Age Position
---- --- --------
Andrew B. Mazzone 60 Chairman of the Board of Directors
Ron Shapps 56 Director
John Daly 52 Director and President
George L. Riggs, III, C.P.A. 53 Chief Financial Officer
All directors will hold office until the next annual stockholder's
meeting and until their successors have been elected or qualified or until their
death, resignation, retirement, removal, or disqualification. Vacancies on the
board will be filled by a majority vote of the remaining directors. Officers of
the Company serve at the discretion of the Board of Directors
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.
13
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.
John Daly, 52, Director and President
Currently Mr. Daly is President of Humana Trans Services Holding Corp, as well
as all of the subsidiaries. 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.
14
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, 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.
ITEM 10. EXECUTIVE COMPENSATION
For the fiscal year ended September 30, 2003, no Officer/Director has
been compensated with salaries or other form of remuneration except as set forth
below:
Capacities in Aggregate
Which Remuneration Cash Restricted Share
Name was Received Period Ended Payment Remuneration
---------------------------------------------------------------------------------------------------------------------------
Andrew B. Mazzone Chairman September 30, 2003 -0- 350,000 (1)
John Daly Director and President September 30, 2003 $78,975 700,000 (1)
James W. Zimbler Director (2) September 30, 2003 $39,500 1,700,000 (1)
Ron Shapps Director September 30, 2003 -0- 200,000 (1)
(1) Restricted Stock issued pursuant to Stock Purchase Agreement, dated as
of July 1, 2003 between Steam Cleaning USA, Inc., and Humana Trans
Services Holding Corp.
(2) Resigned as a director as of December 1, 2003.
15
DIRECTOR COMPENSATION:
Our directors receive no compensation for their services as director,
at this time, other than what has already been paid by the issuance of shares of
common stock.
DIRECTOR AND OFFICER INSURANCE:
The Company has no directors and officers ("D & O") liability insurance
at this time. It is the intention of the Company to seek such coverage in the
next fiscal year.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of December 31, 2002, 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 December 30, 2002, the Company announced that the shares issued as a
result of the Steam Cleaning transaction were being cancelled and re-issued. As
a result, the table below reflects the new stock issuance, as of December 31,
2003.
As of December 31, 2003, a total of 6,345,188 shares of Common Stock,
have been issued and are outstanding.
Shareholder* Number Percentage Ownership (4)
------------------------------------------------------------------------------------------------
Andrew B. Mazzone (1)(2)(3) 636,250 %
Ron Shapss (1) 200,000 3.0%
James W. Zimbler 1,856,250 27.8%
John Daley (1) 700,000 10.4%
George L. Riggs, III (1) 315,625 4.7%
Directors and Officers as a group: 3,551,875
16
* 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) 1,250,000 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
(4) 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 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ISSUANCE OF STOCK:
As a result of the transaction of July 1, 2003, the Company issued the following
shares of common stock:
James W. Zimbler 1,700,000
John Daley 700,000
George L. Riggs, III 300,000
Michael S. Krome 300,000
Anthony B. Mazzone 350,000
Ron Shapss 200,000
Mike Boyle 200,000
New Century Capital Consultants, Inc. 400,000
Rick Holland 700,000
Augusta Sapienza 250,000
Shannon Strong 100,000
Candice McDonald 50,000
Kenneth C. Parsteck 75,000
On September 9, 2003, the Company issued the following shares of common
stock for the payment of certain expenses:
150,000 shares of common stock to be issued to Jim Lyons, pursuant to
the Consulting Agreement between the parties;
17
2,000 shares of common stock to be issued to Hector Cruz of Manhattan
Transfer & Registrar Company for services rendered to the Corporation;
1,250 shares of common stock to be issued to Shai Z. Stern, for EDGAR
services performed on behalf of the Company;
1,250 shares of common stock to be issued to Seth Farbman, for EDGAR
services performed on behalf of the Company; and
2,500 shares of common stock to be issued to Michael S. Krome, Esq.,
for legal services performed on behalf of the Company.
ITEM 13. EXHIBITS
INDEX TO EXHIBITS
--------------------------------------------------------------------------------------------
SEC REFERENCE TITLE OF DOCUMENT
NUMBER
--------------------------------------------------------------------------------------------
3.1 Articles of Incorporation (1)
--------------------------------------------------------------------------------------------
3.2 Amendment to Articles of (1)
Incorporation
--------------------------------------------------------------------------------------------
3.3 Additional Amendments to (1)
Articles of Incorporation
--------------------------------------------------------------------------------------------
3.4 Bylaws (1)
--------------------------------------------------------------------------------------------
3.5 Agreement of Merger filed with the State (2)
of Delaware for merger of Corporations
--------------------------------------------------------------------------------------------
31.1 Certification of Chief Executive Officer (2)
under Section 302 of the Sarbanes-Oxley Act
of 2003.
--------------------------------------------------------------------------------------------
31.2 Certification of Chief Financial Officer (2)
under Section 302 of the Sarbanes-Oxley Act
of 2003.
--------------------------------------------------------------------------------------------
32.1 Chief Executive Officer Certification (2)
Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
--------------------------------------------------------------------------------------------
32.2 Chief Financial Officer Certification (2)
Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(1) These documents are hereby incorporated by reference to Form 10-SB
filed November 21, 2000.
(2) Filed herewith
Reports on Form 8-K
The Following Reports on Form 8-k were filed during the last quarter covered by
this report: July 10, 2003, with respect to Item 1, Change of Control of
Registrant; Item 2, Acquisition or Disposition of Assets; Item 5, Other Events
and Regulation FD Disclosure and Item 7, Financial Statements and Exhibits.
18
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
During the fiscal year ended September 30, 2003, no audit,
audit-related, tax or other fees were paid for professional services rendered by
the independent certified public accountant who audited the financial statements
of the Delaware corporation that are filed herewith as those of the Company. See
Item 7, "Financial Statements", above.
During the fiscal year ended September 30, 2003, the Registrant did not
have an audit committee.
19
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Humana Trans Services Holding Corp. has duly caused this
Report to be signed on behalf of the undersigned thereunto duly authorized on
January 15, 2004.
HUMANA TRANS SERVICES HOLDING CORP
By /s/ John Daly
-----------------------------------
John Daly, President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed by the following persons in the capacities indicated
and on January 15, 2004.
Signature Title Date
------------ ------ ------
/s/ Andrew B. Mazzone Chairman January 15, 2004
--------------------------------
Andrew B. Mazzone
/s/ Ronald Shapss Director January 15, 2004
--------------------------------
Ronald Shapss
/s/ John Daly CEO, President January 15, 2004
--------------------------------
John Daly Director
/s/ George L. Riggs, III Chief Financial Officer January 15, 2004
--------------------------------
George L. Riggs, III
20