SCHEDULE 14C-A
INFORMATION STATEMENT
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Information Statement
[_] Confidential for use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[ ] Definitive Information Statement
STEAM CLEANING USA, INC.
---------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies: N/A
(2) Aggregate number of securities to which transaction applies: N/A
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): N/A
(4) Proposed maximum aggregate value of transaction: N/A (5) Total fee
paid: N/A
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-1(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, of
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: N/A
(2) Form, Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A
STEAM CLEANING USA, INC.
68A Lamar Street
West Babylon, New York 11704
(631) 643-1600
INFORMATION STATEMENT
We are not asking you for a proxy and you are not requested to send a proxy
Approximate date of mailing of this Information Statement: July 20, 2003
TO ALL STOCKHOLDERS:
NOTICE is hereby given that STEAM CLEANING USA, Inc., ("we", "us" or the
"Company") will take the following actions pursuant to written consent of a
majority of our stockholders:
A majority of the shares entitled to vote, along with the Board of Directors
have approved a reverse split of the common stock of the Company 8 for 1, as
detailed in the description included in Item 1.
In addition, the majority of shares entitled to vote approved the following
actions: To amend our Articles of Incorporation to change our name to HUMANA
TRANS SERVICES HOLDING, CORP., or such other similar name as may be available.
This change is being made to reflect the recent purchase of 100% of the stock of
HUMANA TRANS SERVICES HOLDING CORP., and its subsidiaries. As a result of the
stock purchase, we have relocated out corporate offices to the offices of HUMANA
TRANS SERVICES HOLDING CORP, located at 7466 New Ridge Road, Suite 7, Hanover,
Maryland 21076. The majority of shares entitled to vote also elected new members
of the Board of Directors, who will serve until their successors have been
elected and qualified.
Stockholder of Records on the close of business on June 30, 2003, are entitled
to notice of the foregoing.
The Company will pay all costs of preparing, printing and mailing this
Information Statement.
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS MEETING
WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
Date: June 30, 2003
/s/ Andrew B. Mazzone
----------------------------
Andrew B. Mazzone, Chairman
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TABLE OF CONTENTS
INTRODUCTION ........................................................... 2
QUESTIONS AND ANSWERS ABOUT THIS INFORMATION STATEMENT ................. 2
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF ........................ 3
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ........................ 3
SECURITY OWNERSHIP OF MANAGEMENT ....................................... 4
STOCKHOLDER ACTIONS .................................................... 4
ADDITIONAL INFORMATION ................................................. 8
INTRODUCTION
This Information Statement is being furnished by the board of directors of STEAM
CLEANING USA, Inc., ("we", "us" or the "Company"), to stockholder in connection
with actions taken by certain stockholders holding a majority of the outstanding
shares of the Company by written consent without a meeting pursuant to the
Corporation Law of the State of Delaware.
QUESTIONS AND ANSWERS ABOUT THIS INFORMATION
Q. Who is entitled to receive this Information Statement?
A. All record holders of our common stock as of the close of business on June
30, 2003, are entitled to receive this Information Statement. On that day,
approximately 5,385,664 shares of common stock were issued and outstanding and
eligible to receive this Information Statement.
Q. Why is the Company sending me this Information Statement?
A. The Securities and Exchange Commission requires the Company to notify you of
actions taken by stockholders without a meeting. In this case, the board of
directors has approved, and the stockholders have approved and ratified by
written consent, a change in the Company's name from STEAM CLEANING USA, Inc.,
to HUMANA TRANS SERVICES HOLDINGS CORP., or such other similar name as may be
available.
Q. Why is the Company changing its name?
A. We are changing our name to better reflect the recent acquisition of Humana
Trans Services Holding Corp., and its operating subsidiaries.
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Q. What am I required to do?
A. Nothing. We are providing you with information about our name change.
Q. Should I send my stock certificates now?
A. Yes, as part of the transaction, all previous share certificates should be
returned to the Transfer Agent, and a new share certificate will be sent to you
reflecting the new name and the new common shares. This will be done at no cost
to you, the shareholder. The Company will pay all the fees and expenses of the
issuance of the new certificate, including the postage to return it to you. The
only cost to the shareholder is the postage to send the certificate to the
Transfer Agent.
All shares should be sent to Manhattan Transfer and Trust Company, 58 Dorchester
Road, Lake Ronkonkoma, New York, in the envelope provided.
Q. Am I entitled to dissenter's rights?
A. No. The Corporation Law of the State of Delaware does not provide for
dissenter's rights in connection with the actions taken.
Q. What interests in the name change do the members of management have?
A. No director, executive officer, nominee for election as a director, associate
of any director, nominee for election as an executive officer or any other
person has any substantial interest, direct or indirect, by security holdings or
otherwise, in the proposed amendment which is not shared by all other
stockholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of the record date, our authorized capitalization consisted of 50,000,000
shares of common stock. As of the record date, there were 5,385,664 shares of
common stock outstanding, all of which were fully paid, non-assessable and
entitled to vote. Each share of common stock entitles the holder to one vote on
each matter submitted to the shareholder.
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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 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 30,
2002.
As of June 16, 2003, a total of 5,385,664 shares of Common Stock, have
been issued and are outstanding.
Shareholder* Number Percentage
- --------------------------------------------------------------------------------
James W. Zimbler (1)(2) 1,250,000 19.06%
Andrew B. Mazzone (1) (3) 1,040,000 15.86%
Ronald Likas 1,250,000 19.06%
Nakoma Capital Holdings, LLC 1,250,000 19.06%
21521 Goldfinch Court
Kilder, Il 60047
Directors and Officers as a group: 2,290,000 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 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.
ITEM 1
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.
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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 shares of common stock for the Acquisition as outlines in Item 2.
ITEM 2
ACQUISITION OF ASSETS
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. 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.
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
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$2,000,000. Some of Humana's clients are Alligence Healthcare, Mercedes, Giant
Foods, Northrop-Grumman and Royal Ahold.
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
New Shipbuilding
Repair and Maintenance of existing ships
Manufacturing
Heavy Industrial
Light Industrial
Construction
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.
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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
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. These
savings can be used to improve the payroll or benefits for the core staff.
Employee morale is boosted by eliminating or reducing layoffs during slow
periods. Productivity per employee goes up. Improved productivity goes right to
the bottom line. We create a win, win situation, resulting in an annual increase
in productivity for our customers. We are driven by our customer's success.
In addition to offering our employees steady work and wages, our benefits
package is among the best in the industry. Our comprehensive benefits encourage
life long relationships with us. Our workers pride themselves on setting
professional standards for the industry. They personally aim for professionalism
through appearance and attitude, cooperation and flexibility, communication
skills, dependability, punctuality and most importantly productivity. The pride
they take in their profession is manifested in their skills.
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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.
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.
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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.
ITEM 3
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. 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
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.
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Stockholders holding approximately 72% of our outstanding common stock have
approved and ratified the following resolution amending our Articles of
Incorporation:
RESOLVED, that Article I of the Article of Incorporation of the Company shall be
amended to read as follows:
"ARTICLE I
NAME
The name of the Corporation shall be: Humana Trans Services Holding Corp."
ITEM 4
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 $1500 per month.
The space is adequate for the needs of the registrant for the foreseeable time
period and for its operations.
ITEM 5
ELECTION OF MEMEBERS OF THE BOARD OF DIRECOTRS
Effective June 30, 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 Chairman of the Board, Chief Financial Officer
James W. Zimbler 38 Director
John Daley 52 Director and President
George L. Riggs, III, C.P.A. 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
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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.
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.
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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., Chief Financial Officer
George L. Riggs, III, CPA, 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. Additionally, George
serves as treasurer and is on the board of directors of ChurchCO, a nonprofit
organization that supports assisted living for mentally handicapped.
ADDITIONAL INFORMATION
You may access additional information regarding the Company, including all
reports filed with the Securities and Exchange Commission, through the
Securities and Exchange Commission's EDGAR archives at www.sec.gov.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Andrew B. Mazzone
- ---------------------------------------
Andrew B. Mazzone, Chairman
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