Re: AMPE
No. of No. of Common % ownership Series B Preferred (1) % Ownership (2 ) Ronald Shapss (3) 1,750,000 3.6 250,000 27.5 Elliot Cole (3) 225,000 * - James W. Zimbler (3) (4) 1,158,000 2.4 18,000 4.1 Keystone Capital Resources, LLC (5) 1,500,000 3.1 167,585 19.1 1328 Zion Road Bellefonte, PA 16823 Malibu Management Company (5) - 16,000 * Michael S. Krome, Esq. (4) 225,000 * 42,780 * Alpha Advisors, LLC (4) 391,250 * - Highgate House Funds Ltd. 3,175,000 6.7 101 Hudson Street, Suite 3700 Jersey City, NJ 07302 Alliance Financial Networks Inc. (6) 600,000 * 184,000 18.7 2291 Arapahoe Boulder, CO 80302 William Boussung (6) 500,000 * - 10300 West Charleston #13-378 Las Vegas, NV 89135 The Margolies Family Trust 3,000,000 6.3 - Michael Margolies - 100,000 9.5 Richard Carter - 150,000 14.2 Michael Cahr - 100,000 Officers and Directors as a 4,633,000 9.7 451,585 (7) 52.8 Group (5 persons) (3)
(1) Each one share of the Series B Cumulative Convertible Preferred Share (“Preferred Shares”) is convertible a the option of the holder into 45 shares of common stock of the company
(2) Assuming conversion of all Series B Preferred shares at a ration of 1 Series B Preferred share to 45 common shares
(3) Officer/Director of the Company
(4) Alpha Advisors, LLC is controlled by James W. Zimbler (2,658,000), George L. Riggs (150,000 shares), and Michael S. Krome. When all of the ownership percentages are added, totaling 3,033,000 shares, the control percentage for Alpha Advisors LLC is 6.4% for the common shares and 30.6%, if voted as a block.
(5) Keystone Capital Resources, LLC and Miami Management Company, LLC are controlled by James W. Zimbler, Interim President. When the holdings of Mr. Zimbler and Keystone Capital Resources, LLC are combined, the total of 2,658,000 common shares equals 5.6%, including the preferred shares, the total is 24.7%
(6) Alliance Financial Networks, Inc. is controlled by William Boussung. Combined, the total number of common shares and preferred shares, is 1,100,000, equaling 19.8%.
(7) The 451,585 of Series B Cumulative Convertible Preferred shares converts into 24,954,325 shares of common stock.
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Directors,
Executive Officers, Promoters and Control Persons; Compliance With Section
16(a)
of the Exchange Act.
The
following individual has been appointed by to our Board of Directors, effective
March 2, 2007, to the position(s) indicated:
Name Age Position Ron Shapss 58 Chairman of the Board James W. Zimbler 40 Interim President and Director Elliot Cole Esq. 71 Director
Ron
Shapss, 58, Chairman of the Board
Mr.
Shapss is the founder of Ronald Shapss Corporate Services, Inc., (“RSCS”) a
company engaged in consolidating fragmented industries since 1992. RSCS was
instrumental in facilitating the roll-up of several companies into such entities
as U.S. Delivery, Inc., Consolidated Delivery & Logistics, Inc. Mr. Shapss
was also the founder of Coach USA, Inc. A 1970 graduate of Brooklyn Law School,
Mr. Shapss is a member of the New York bar.
James
W. Zimbler, 40, Interim President and Director
James
W.
Zimbler has been a principal of Alpha Corporate Advisors, LLC, since its
inception in May 2002. Alpha is involved as a consultant in the mergers and
acquisitions of public companies and consulting for private companies that
wish
to access the public markets. Prior to becoming a founding member of Alpha,
he
was involved in consulting for capital raising, re-capitalization and mergers
and acquisitions for various clients. Mr. Zimbler is one of the initial
shareholders in Accountabilities, Inc., f/k/a Human Trans Services Holding
Corp
(“ACBT”).
Mr.
Zimbler has recently focused his energies in the field of turnarounds of
small
emerging private and public companies. He has served on the Board of Directors
and/or Officer of several companies since 2000, including, Triton Petroleum
Group, Inc., Universal Media, Inc., and Genio Holdings, Inc.
Elliot
Cole, Esq., 71, Director
Former
Partner, Patton Boggs LLP. Elliot Cole has practiced corporate law for 40-plus
years, more than 30 of which he has been a partner at Patton Boggs LLP. He
has
been a Director of Human Trans Services Holding Corp (OTC BB "HTSC") since
May
2004. His expertise is rooted in the representation of early-stage companies.
As
a counselor of startups through mezzanine and later-stage financing, Mr.
Cole
assists with bringing companies in a wide range of businesses along to maturity.
His broad-based contacts with financiers and investors have provided capital
and
management assistance to a number of the firm's clients over the years. Mr.
Cole
has served on the boards of several business, community and social
organizations. He has been a trustee of Boston University, his alma mater,
for
over 20 years, having served on its Investment Committee and Community
Technology Fund.
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Executive
Compensation
For
the
fiscal year ended December 31, 2005, no Officer/Director has been compensated
with salaries or other form of remuneration except as set forth
below:
2005 Aggregate Capacities in Restricted Which Remuneration Cash Share Name Was Received Period Ended Payment Remuneration Ronal Shapss (1) Chairman of the Board December 31, 2005 $ 4,615 $ 800,000 (2 ) James W. Zimbler Interim President December 31, 2005 $ 112,192 $ 200,000 (2 ) Richard Carter (3) Vice President December 31, 2005 $ 66,000 $ 200,000 (2 ) George L. Riggs, III (4) Chief Financial Officer December 31, 2005 $ 13,846 $ -0- Michael S. Krome, Esq. (5) General Counsel December 31, 2005 $ 32,308 $ 37,500 (2 ) James J. Carroll (6) Chief Financial Officer December 31, 2005 $ 45,923 $ 75,000 (2 ) George Campbell President December 31, 2005 $ 23,076 $ 125,000 (2 ) Elliott Cole Director December 31, 2005 $ -0- $ 120,000 (2 )
(1) Mr.
Shapss was elected Chairman of the Board on February 15, 2005
(2) Based
upon shares of restricted common stock of the Company, discounted
(3) Mr.
Carter resigned as Director on June 24, 2005
(4) Mr.
Riggs
resigned as CFO on March 17, 2005
(5) Mr.
Krome
resigned as Director on August 1, 2006
(6) Mr.
Carroll was elected Chief Financial Officer on March 17, 2005
(7) Mr.
Campbell was elected President on August 1, 2005 and resigned on May 4,
2006
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.
