UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

               Quarterly Report Pursuant to Section 13 or 15(D) of
                      The Securities Exchange Act of 1934

                  For the quarterly period ended: June 30, 2004

                        Commission file number: 000-30734

                       HUMANA TRANS SERVICES HOLDING CORP.
        (Exact name of small business issuer as specified in its charter)

            Delaware                                    11-3255617
(State or other jurisdiction of              (IRS Employee Identification No.)
 incorporation or organization)

              7466 New Ridge Road, Suite 7, Hanover, Maryland 21076
                    (Address of principal executive offices)

                                 (410) 855-8758
                          (Issuer's telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the  Securities  and  Exchange Act of 1934
during the preceding 12 months (or for such 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.

Yes  [X]       No [ ]


Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date:

Common Stock, $0.0001 par value                           10,751,189
          (Class)                             (Outstanding as of July 31, 2004)


<PAGE>




                       HUMANA TRANS SERVICES HOLDING CORP.
                                   FORM 10-QSB
                                  JUNE 30, 2004

                                      INDEX

                                                                            Page
Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)
         Condensed Consolidated Balance Sheet.................................1
         Condensed Consolidated Statements of Operations......................2
         Condensed Consolidated Statements of Cash Flows......................3

         Notes to the Condensed Consolidated Financial Statements
         (Unaudited)..........................................................4

Item 2   Management's Discussion and Analysis or Plan of Operation............4

Item 3   Controls and Procedures............................................ 11


Part II - OTHER INFORMATION

Item 1. Legal Proceedings....................................................12

Item 2. Changes In Securities................................................12

Item 3. Defaults Upon Senior Securities......................................12

Item 4. Submission Of Matters To A Vote Of Security Holders..................12

Item 5.  Other Information...................................................12

Item 6.  Exhibits and Reports on Form 8-K....................................13

Signatures...................................................................14

Certifications...............................................................15


                                       2
<PAGE>

PART I:  FINANCIAL INFORMATION.


                       HUMANA TRANS SERVICES HOLDING CORP.
                                AND SUBSIDIARIES
                                  JUNE 30, 2004


<TABLE>
<CAPTION>
TABLE OF CONTENTS                                                               Page
<S>                                                                             <C>
FINANCIAL STATEMENTS

         Condensed Consolidated Balance Sheet as of June 30, 2004                1
         Condensed Consolidated Statements of Operations for the
                  nine and three months ended June 30, 2004 and
                  June 30, 2003                                                  2
         Condensed Consolidated Statements of Cash Flows for the
                  nine months ended June 30, 2004 and June 30, 2003              3
         Notes to the Condensed Consolidated Financial Statements (Unaudited)    4
</TABLE>


















                                       3
<PAGE>


                       HUMANA TRANS SERVICES HOLDING CORP.

                      CONDENSED CONSOLIDATED BALANCE SHEET

                                  JUNE 30, 2004
                                   (UNAUDITED)




                                   Assets
Current assets
     Cash and cash equivalents                                 $   280,367
     Accounts receivable                                           369,667
     Prepaid expenses and other current assets                      19,993
                                                               -----------

           Total current assets                                    670,027
                                                               -----------

Other assets
     Client list                                                   348,670
                                                               -----------

           Total assets                                        $ 1,018,697
                                                               ===========

                    Liabilities and Stockholders' Deficiency
Current liabilities
     Accounts payable                                          $    90,125
     Accrued expenses                                              458,268
     Loans payable - related parties                               174,667
     Payroll taxes payable                                       1,411,769
                                                               -----------

           Total current liabilities                             2,134,829
                                                               -----------

Commitments and contingencies

Stockholders' deficiency
     Common stock, $.0001 par value, 50,000,000 authorized,
     10,751,189 shares outstanding                                   1,075
     Additional paid in capital                                  4,798,400
     Deficiency                                                 (5,915,607)
                                                               -----------

           Total stockholders' deficiency                       (1,116,132)
                                                               -----------

           Total liabilities and stockholders' deficiency      $ 1,018,697
                                                               ===========

          See notes to the condensed consolidated financial statements.


                                       1
<PAGE>

                       HUMANA TRANS SERVICES HOLDING CORP.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)




<TABLE>
<CAPTION>
                                             Nine Months Ended              Three Months Ended
                                                  June 30,                        June 30,
                                                  --------                        --------

                                           2 0 0 4        2 0 0 3          2 0 0 4        2 0 0 3
                                           -------        -------          -------        -------
<S>                                     <C>             <C>             <C>             <C>
Revenues                                $  5,005,777    $         --    $  2,016,303    $         --
Cost of revenues                           4,205,231              --       1,669,300              --
                                        ------------    ------------    ------------    ------------

Gross profit                                 800,546              --         347,003              --
                                        ------------    ------------    ------------    ------------

Expenses
      General and administrative
         expenses                          1,743,184          96,885         791,839           7,500
      Impairment of intangible assets        402,319              --         295,219              --
      Stock compensation expense           3,692,500              --         402,500              --
                                        ------------    ------------    ------------    ------------

         Total expense                     5,838,003          96,885       1,489,558           7,500
                                        ------------    ------------    ------------    ------------

Operating loss                            (5,037,457)        (96,885)     (1,142,555)         (7,500)
                                        ------------    ------------    ------------    ------------

Other expense
      Loss on debt conversion to
         stock                                76,861              --          76,861              --
      Interest expense                        12,139              --           4,193              --
      Miscellaneous expense                  113,999              --              --
                                        ------------    ------------    ------------    ------------
                                                                                             109,913
                                             202,999              --         190,967              --
                                        ------------    ------------    ------------    ------------

      Loss before extraordinary
         item                           $ (5,240,456)   $    (96,885)   $ (1,333,522)   $     (7,500)
                                        ============    ============    ============    ============

Extraordinary item
      Other income - gain on
         forgiveness of debt                 204,400              --         204,400              --
                                        ------------    ------------    ------------    ------------

         Net loss                       $ (5,036,056)   $         --    $ (1,129,122)   $         --
                                        ============    ============    ============    ============

Net loss per share of common stock
(basic and diluted)                     $       (.57)   $       (.13)   $       (.11)   $       (.01)
                                        ============    ============    ============    ============

Weighted average number of common
stock shares used in per share
calculation (basic and diluted)            8,781,612         770,229      10,398,991         819,375
                                        ============    ============    ============    ============
</TABLE>


          See notes to the condensed consolidated financial statements.


                                       2
<PAGE>

                       HUMANA TRANS SERVICES HOLDING CORP.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


                                                          Nine Months
                                                             Ended
                                                            June 30,
                                                            --------

                                                      2 0 0 4      2 0 0 3
                                                      -------      -------
Cash flows from operating activities
     Net cash provided by (used in)
         operating activities                        $ 514,661    $ (63,017)
                                                     ---------    ---------

Cash flows from financing activities
     Payment of related party loans                   (250,378)      63,064
                                                     ---------    ---------

     Net cash provided by financing activities        (250,378)      63,064
                                                     ---------    ---------

Net increase in cash                                   264,283           47

Cash and cash equivalents - beginning of period         16,084           --
                                                     ---------    ---------

Cash and cash equivalents - end of period            $ 280,367    $      47
                                                     =========    =========

Information about noncash activities:
      Common stock issued to satisfy stockholders'
          loans                                      $ 265,000    $      --
                                                     =========    =========

      Common stock issued for client list            $ 428,400    $      --
                                                     =========    =========


          See notes to the condensed consolidated financial statements.


                                       3
<PAGE>

                       HUMANA TRANS SERVICES HOLDING CORP.

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.    NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN

      The  accompanying   unaudited  interim  condensed  consolidated  financial
      statements  have been prepared in accordance  with  accounting  principles
      generally  accepted in the United States of America for interim  financial
      information  and with the  instructions  to Form 10-QSB of Regulation S-B.
      They do not include all information  and footnotes  required by accounting
      principles generally accepted in the United States of America for complete
      financial  statements.   The  interim  unaudited   consolidated  financial
      statements should be read in conjunction with the financial statements for
      the year ended  September  30,  2003,  which is included in the  Company's
      Annual  Report on Form  10-KSB  filed  with the  Securities  and  Exchange
      Commission  on  January  20,  2004.  In the  opinion  of  management,  all
      adjustments  considered  necessary  for a  fair  presentation,  consisting
      solely of normal recurring adjustments,  have been made. Operating results
      for the nine months ended June 30, 2004 are not necessarily  indicative of
      the results that may be expected for the year ending September 30, 2004.

      On August 16, 2002,  Steam Cleaning USA Inc.,  (the  "Company") a Delaware
      corporation,  was  organized  (formerly  known as TTI  Holdings of America
      Corp.  ("TTI")),  and issued 90,000,000 shares of common stock in exchange
      for 100% of the common stock of Steam Cleaning USA, Inc.,  (the "Operating
      Subsidiary"),  a  Wisconsin  corporation  organized  in August  2002.  The
      stockholdings  of the original  stockholders  of the Operating  Subsidiary
      represented approximately 90% of the stock outstanding of the Company on a
      post  exchange  basis.  Simultaneously  with the  exchange,  the Operating
      Subsidiary merged into the Company,  with the Company changing its name to
      Steam  Cleaning USA, Inc. (a Delaware  corporation).  As a legal effect of
      the  merger,  the Company  acquired  all of the assets and assumed all the
      liabilities of the Operating Subsidiary. For reporting purposes,  however,
      the  foregoing  stock-exchange  transaction  has been  accounted  for as a
      reverse  acquisition  in which the Operating  Subsidiary  acquired all the
      assets and  liabilities  of the  Company and  recorded  them at their fair
      value and as if the Company  remained the  reporting  entity.  Because the
      Company  is  the  surviving   entity  for  legal   purposes,   all  equity
      transactions  have  been  restated  in  terms  of  the  Company's  capital
      structure.

      On July 1, 2003 the Company  acquired Humana Trans Services  Holding Corp.
      and its wholly-owned  subsidiaries,  Humana Trans Services Group Ltd., Bio
      Solutions,  LLC, Skilled  Tradesman,  Inc., Waste  Remediation,  Inc., and
      Professional Employee  Organization.  Humana Trans Services Group Ltd. was
      incorporated  in Delaware on April 25, 2003 issuing 1,000 shares of common
      stock.  On August 4, 2003 the Company filed a Certificate  of Amendment to
      its  Certificate  of  Incorporation  changing  its  name to  Humana  Trans
      Services   Holding  Corp.   ("Humana").   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 and
      Bio Solutions LLC (see below) it had no operations.


                                       4
<PAGE>

                       HUMANA TRANS SERVICES HOLDING CORP.

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.    NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN

      (Continued)

      Humana is  located  in  Maryland  and was  founded  as a payroll  staffing
      company and provider of outsourced  business  solutions  focusing on human
      resource  services  to a variety  of  industries  in 15  states.  Humana's
      wholly-owned  subsidiaries  include  Humana Trans Services Group Ltd., Bio
      Solutions,  LLC, Skilled  Tradesman,  Inc., Waste  Remediation,  Inc., and
      Professional Employee Organization.  Humana's financial statements include
      revenues  resulting  from  activities  presently  derived  from a  revenue
      sharing arrangement with Precision Management System, LLC.

      Humana provides a variety of employment related services:

      (1)   Professional  Employee  Organization  offers payroll  management and
            benefits processing services to its clientele, for which it earns an
            administrative  fee, but the related  payroll  burden is absorbed by
            the Company's clientele.

      (2)   Humana Trans Services Group Ltd. offers temporary staffing placement
            solutions,  primarily to the trucking  industry.  Other subsidiaries
            provide short or long term employee  leasing or permanent  placement
            to a variety of industries including.

      GOING CONCERN

      The accompanying  condensed  consolidated  financial  statements have been
      prepared  assuming that the Company will continue as a going  concern.  As
      shown in these financial  statements,  the accumulated deficit at June 30,
      2004  amounted to  $5,915,607  and the Company  experienced  net losses of
      $5,036,056 for the nine months ended June 30, 2004, and $1,129,122 for the
      three months ended June 30, 2004.  At June 30, 2004,  current  liabilities
      exceed  current   assets  by  $1,464,802.   Financing  for  the  Company's
      operations was done through  stockholder  advances,  factoring of accounts
      receivable and equity capital. 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.

      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 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 and
      public placement of equity and also is actively  pursuing  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 is there 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.  The ultimate  success of these
      measures is not reasonably  determinable at this time. 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.



                                       5
<PAGE>

                       HUMANA TRANS SERVICES HOLDING CORP.

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      CONTROL BY PRINCIPAL STOCKHOLDERS

      The directors, executive officers and their affiliates or related parties,
      own beneficially and in the aggregate, the majority of the voting power of
      the  outstanding  shares of the common stock of the Company.  Accordingly,
      the  directors,  executive  officers and their  affiliates,  if they voted
      their shares uniformly,  would have the ability to control the approval of
      most corporate actions,  including increasing the authorized capital stock
      of the Company and the dissolution, merger or sale of the Company's assets
      or business.

      USE OF ESTIMATES

      The  preparation of financial  statements,  in conformity  with accounting
      principles  generally  accepted in the United States 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  revenue  and  expenses  during the  reporting  period.  Actual
      results could differ from those estimates.

      REVENUE RECOGNITION

      Humana accounts for its revenues in accordance with EITF 99-19, "Reporting
      Revenues Gross as a Principal  Versus Net as an Agent." Humana  recognizes
      all amounts billed to its temporary  staffing  customers as gross revenue,
      because among other things, Humana is the primary obligor in the temporary
      staffing  arrangement.  Humana has  pricing  latitude,  selects  temporary
      employees for a given  assignment from a broad pool of candidates.  Humana
      is at risk for the payment of its direct  costs,  whether or not  Humana's
      customers  pay on a timely basis or at all.  Humana  assumes a significant
      amount of other risks and  liabilities  as an  employer  of its  temporary
      staff,  and  therefore,  is  deemed to be a  principal  in regard to these
      services.  Other  services are recorded as net where the Company  earns an
      administrative fee for its services,  but does not incur any costs or risk
      in providing the related services. Humana also recognizes as gross revenue
      and as unbilled  receivables,  on an accrual basis,  any such amounts that
      relate to services  performed by temporary  employees  which have not been
      billed to the customer at the end of the accounting  period.  The employee
      leasing revenue is recognized as the service is rendered.

      SIGNIFICANT ESTIMATES

      Several areas require management's estimates relating to uncertainties for
      which it is reasonably  possible  that there will be a material  change in
      the near term. The more significant  areas requiring the use of management
      estimates  related to  valuation  of Humana's  liabilities,  valuation  of
      contingent  liabilities,  valuation  of  employee  stock  options  and the
      valuation of long-lived assets.


                                       6
<PAGE>

                       HUMANA TRANS SERVICES HOLDING CORP.

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      IMPAIRMENT OF LONG-LIVED INTANGIBLE ASSETS

      Pursuant  to  Statements  of  Financial   Accounting  Standards  No.  144,
      "Accounting  for the  Impairment or Disposal of Long-Lived  Assets" ("SFAS
      144"), the Company reviews the  recoverability  of long-lived assets based
      upon its estimate of the future undiscounted cash flows to be generated by
      the long-lived assets and reserves for impairment  whenever such estimated
      future cash flows indicate that the carrying  amount of the assets may not
      be fully recoverable.

      RECLASSIFICATIONS

      Certain reclassifications have been made to the 2003 financial statements,
      to conform to the current year's presentation.

3.    LOANS PAYABLE - RELATED PARTIES

      Loans payable to related parties  includes  advances made by stockholders,
      directors and other related  parties for the purpose of providing  working
      capital to the Company.  The $174,667 total  outstanding  loans payable at
      June 30, 2004 consisted of the following:

              Miami Holdings                                   $   88,000
              Note payable - Keystone Nittany                      20,000
              Note payable - Alpha Advisors                        36,667
              Loan payable - Alpha Advisors                        10,000
              Note payable - president                             20,000
                                                               ----------

                       Total                                   $  174,667
                                                               ==========

      Miami  Holdings - represents  an  undocumented  advance from a corporation
      wholly-owned by a shareholder of the Company.  The advance is non-interest
      bearing and does not call for any terms of repayments.

      Note Payable - Keystone  Nittany - represents  an advance by a corporation
      wholly-owned by a majority stockholder of the Company. The advance is on a
      demand basis and is non- interest bearing.

      Note Payable - Alpha Advisors, LLC - represents a thirty day note due to a
      limited  liability  company  comprised  of  stockholders/officers  of  the
      Company. Presently the note is in default.

      Note Payable - Officer - represents a non-interest bearing demand note.




                                       7
<PAGE>

                       HUMANA TRANS SERVICES HOLDING CORP.

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

4.    PAYROLL TAXES PAYABLE

      In conjunction  with the  acquisition of Humana Trans Service Group (refer
      to Note 1) the  Company  assumed  liabilities  of the past due  state  and
      federal  payroll  taxes..  Several states have filed liens on the Company.
      The balance of these  liabilities as shown in the balance sheet as of June
      30, 2004 was $1,411,769.  The Company has accrued  estimated  interest and
      penalties on the unpaid payroll taxes amounting to approximately $300,000,
      which is  included in payroll  taxes  payable.  The  company is  currently
      paying all  payroll  taxes and  intends  to pay and settle  with state and
      federal jurisdictions.

5.    STOCK TRANSACTIONS

      On January 2, 2004, the Company issued  2,350,000 shares for $3,290,000 of
      compensation to certain officers, directors and consultants. Additionally,
      on the same date the Company  issued 306,000 shares at $1.40 per share for
      the  acquisition  of a  customer  list,  purchased  from CPA,  for a total
      consideration of $428,400.

      Also on January 2, 2004,  the Company issued 700,000 shares for conversion
      of a $35,000 note payable at the request of the holder of the note.

      On April 21, 2004,  the Company  issued 550,000 shares at $1.15 per share,
      based on the fair value of common stock,  for $632,500 as  compensation to
      certain consultants.

      On May 11, 2004, the Company issued 500,000 shares of common stock at $.65
      per share, or $325,000,  to an officer of the Company in consideration for
      the  conversion  of a note payable for  $230,000,  plus $18,139 of accrued
      interest.

      The closing  quoted market price of the  Company's  stock on the effective
      dates were used in determining the fair value of the above transactions.

      STOCK OPTIONS

      The Company adopted the fair value method of accounting for employee stock
      compensation cost pursuant to Statement of Financial  Accounting Standards
      No. 123, "Accounting for stock-based compensation" (SFAS 123").

      The  Company  has  authorized  the  granting  of stock  options to certain
      employees and others for up to 2,000,000 shares of common stock. The Board
      of Directors has agreed to leave the determination as to whether or not to
      make the options part of Qualified  Stock Option Plan to a later date. The
      shares to be issued  are to have  registration  rights.  The fair value of
      each option grant is  estimated on the grant date using an  option-pricing
      model,  with the following  assumptions used for grants in 2004,  dividend
      yield of 0%,  risk-free  interest rate of 1.8%,  volatility of 90%, and an
      expected life of 1 year for the options.



                                       8
<PAGE>

                       HUMANA TRANS SERVICES HOLDING CORP.

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

5.    STOCK TRANSACTIONS (Continued)

      A summary  of the  status of the  Company's  stock  options as of June 30,
      2004,  and the  changes  during the nine  months  ending  June 30, 2004 is
      presented below:

                                                     Weighted-
                                                     Average
                                                     Exercise
                                         Shares       Price

       Fixed options:
           October 1, 2003                     --           --
           Granted                        500,000   $      .50
           Exercised                           --           --
           Forfeited                           --           --
                                       ----------   ----------

           June 30, 2004                  500,000   $      .50
                                       ==========   ==========

       Exercisable at June 30, 2004       500,000

       Weighted-average fair value
           of options granted during
           the year                                 $      .25
                                                    ==========

      Total  compensation  expense,  for the above stock  options,  for the nine
      months and three months ended June 30, 2004 was $125,000.

6.    IMPAIRMENT OF INTANGIBLE ASSETS AND EXTRAORDINARY ITEM

      During the quarter ended March 31, 2004,  the Company  acquired a customer
      list from Corporate Program  Administrators  ("CPA"),  whereby the Company
      had the rights to solicit and  recontract  the  customers  of the CPA. The
      Company  has  determined  the  customer  list  to be  impaired,  based  on
      management's  estimate  of fair  value.  The  Company  has  recognized  an
      impairment  loss on the list in the amount of $107,100 for the nine months
      ended June 30, 2004.

      In connection with the Company's  purchase of Humana Trans Services Group,
      Ltd in 2003,  the Company  recognized  goodwill in the amount of $295,219.
      The  Company  has  determined  this  goodwill  to  be  impaired  based  on
      management's  estimate of fair value. The Company has recorded  impairment
      expense of $295,219 in the three months ended June 30, 2004.



                                       9
<PAGE>
                       HUMANA TRANS SERVICES HOLDING CORP.

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

6.    IMPAIRMENT OF INTANGIBLE ASSETS AND EXTRAORDINARY ITEM (Continued)

      EXTRAORDINARY ITEM

      Based on the  purchase  agreement,  the  Company  had the right to equally
      reduce loans payable incurred in connection with the acquisition of Humana
      Trans Services  Group,  Ltd., for any impairment of goodwill.  Included on
      the statements of operations,  during the three and nine months ended June
      30, 2004, the Company  recorded  goodwill  impairment  expense,  and equal
      forgiveness of debt income, in the amount of $204,400.

7.    RECENT DEVELOPMENTS

      CORPORATE PROGRAM ADMINISTRATORS, INC.

      On November 10,  2003,  the Company  entered into a purchase  agreement to
      purchase  certain  assets of CPA for the issuance of 306,000 shares of the
      Company's common stock. The effective date of close of the transaction was
      January 1, 2004.  The fair value of this stock  transaction  was  recorded
      using the closing  market value of the Company's  stock on January 2, 2004
      and amounted to $428,400.

      PERSONNEL MANAGEMENT SOLUTIONS LLP

      The Company and PMS had entered into a  "memorandum  of  understanding  on
      December  10,  2003 to pursue a  "definitive  purchase  agreement"  by the
      Company of PMS (the  seller).  Completion  of any purchase was  contingent
      upon performance of adequate due diligence.

      Prior to the  execution of the proposed  purchase  agreement,  the Company
      managed all operations and accounts of PMS effective  January 1, 2004. All
      operations continue to be processed by PMS in the name of the Company. PMS
      will  retain  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.

      The  sellers  terminated  progressing  toward a final  purchase  agreement
      during May, 2004.

8.    COMMITMENTS AND CONTINGENCIES

      CONSULTING CONTRACTS

      On January 2, 2004 the Company  entered into a consulting  agreement  with
      the Chairman of the Board of Directors as follows:

            a)    $12,000 cash compensation per month

            b)    550,000  shares of common  stock and an option to  purchase an
                  additional 500,000 shares at an exercise price of $0.50/share

            c)    Participation in any special incentive compensation plan

            d)    Reimburse  the expense of medical  benefits  such as insurance
                  available to other executive.



                                       10
<PAGE>

                       HUMANA TRANS SERVICES HOLDING CORP.

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

8.    COMMITMENTS AND CONTINGENCIES (Continued)

      CONSULTING CONTRACTS (Continued)

      The Agreement is through the last day of December,  2004. The Agreement is
      automatically  renewed  unless the Board of  Directors  determines  not to
      renew it.

      The  550,000  share  issue of  common  stock at a total  of  $632,500  was
      computed at $1.15 per share,  using the closing fair market value at April
      21, 2004 and is included in professional fees of $200,000, and $432,500 in
      stock compensation expense.

      The Company  has entered  into an  agreement  with a company  owned by the
      Chief Financial Officer (also  stockholder and director),  effective March
      1, 2004. The  arrangement  calls for the  compensation  to provide certain
      services to be  compensated  at the rate of  $8,500/month.  The Company is
      currently  only paying  approximately  $2,300 under the  arrangement,  and
      accruing the  difference.  The  agreement  continues  until  terminated by
      either party.

      On  April  5,  2004,  the  Company   entered  into  an  agreement  with  a
      Director/Stockholder  to provide certain  services.  The  compensation for
      this arrangement is as follows:

            a)    Issuance of 250,000  shares of common  stock which have "piggy
                  back"  registration  rights.
            b)    Participation in any special  incentive  compensation  plan
            c)    Any benefits for other executives

      The agreement  remains in force until March 2005 and will be automatically
      renewed until the Board of Directors terminates it.

9.    SUBSEQUENT EVENTS

      The  Company  has  recently  undergone  an  audit  by  the  IWIF  Worker's
      Compensation   Insurance  for  the  insurance  coverage  of  its  Maryland
      operations.  As a result of the  audit,  IWIF  claims it is due a total of
      $149,368  for  unpaid  additional  premiums.  As of August 14,  2004,  the
      Company  has  reached  a  resolution  with  IWIF  for  the  payment  of  a
      compromised amount of $95,000.

      On May 7, 2004, the Company  entered into a "Letter of Intent"  ("LOI") to
      acquire  Encore  Professional  Employees,  Inc., a company in the employee
      leasing business similar to Humana. The LOI calls for the Company to issue
      common  stock for 100% of Encore's  outstanding  common  stock so that the
      current Encore shareholders will own 60% of Humana after acquisition. As a
      condition to closing, a commitment must be in place to raise $5,000,000 of
      capital for 11% of the outstanding shares of the Company.  This will leave
      Humana shareholders with 29% of the outstanding shares. This agreement was
      terminated on August 4, 2004.


                                       11
<PAGE>

                       HUMANA TRANS SERVICES HOLDING CORP.

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

9.    SUBSEQUENT EVENTS (Continued)

      On July 3, 2004,  the Company has entered an  agreement  to be acquired by
      Provo  International,  Inc. ("Provo") (formerly  Frontline  Communications
      Corp.  AMEX:  FNT) in conjunction  with the  substantial  unwinding of the
      Provo's  recent  Mexico  transaction.  Provo will  acquire all of Humana's
      operations  in an  all-stock  transaction  (2  Provo  shares  for 3 Humana
      shares),  with a majority  ownership of the combined entity remaining with
      the existing Provo shareholders.  All Provo Mexico operations will be spun
      off to its  prior  owners,  who will  return  substantially  all of the 22
      million  shares of  common  and  preferred  stock  issued  to them.  Provo
      international  will retain the recently  launched  payroll card  division,
      with the Provo  President  assuming the ongoing  operations.  In addition,
      effective  immediately,  the current  Provo CEO will step down as Chairman
      and CEO of Provo,  and be replaced by the past  Chairman and CEO. Upon the
      closing of the Humana  acquisition,  Humana's CEO will be named  Chairman,
      President and COO of the combined entity.

      Founded in 1995 as  Frontline  Communications  Corporation  and  currently
      traded  on the  American  Stock  Exchange  under  the  symbol  FNT.  Provo
      International  Inc. is a provided of internet  bandwith services and award
      winning Ecommerce, programming and website development, design and hosting
      services through its Planetmedia  group,  www.pnetmedia.com.  In addition,
      the company is currently  launching  its Provo  Paycard and other  payroll
      disbursement products and services.
















                                       12
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.


FORWARD-LOOKING STATEMENTS

The  following  discussion  should  be  read in  conjunction  with  our  audited
financial  statements and notes thereto included herein. In connection with, and
because we desire to take  advantage  of, the "safe  harbor"  provisions  of the
Private  Securities  Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following  discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange  Commission.  Forward-looking
statements are statements not based on historical  information  and which relate
to future operations, strategies, financial results or other developments.

Forward-looking  statements are necessarily based upon estimates and assumptions
that are inherently  subject to significant  business,  economic and competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
These  uncertainties and contingencies can affect actual results and could cause
actual results to differ  materially from those expressed in any forward looking
statements  made by,  or our  behalf.  We  disclaim  any  obligation  to  update
forward-looking statements.


OVERVIEW

Humana Trans Services Holding Corp., formerly 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.

On October 10,  2001,  TTI entered  into an  agreement to merge its wholly owned
subsidiary 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.

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.,  sold  their  shares to the  Registrant  to for 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


                                       4
<PAGE>

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
received an aggregate  total amount of  18,000,000  shares.  The 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. On August 19, 2002 the company changed its name to
Steam Cleaning USA, Inc.

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.
Zimbler,  and other  shareholders,  as was set  forth on the  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.

Corporate Program Administrators, Inc.
On November 10, 2003, (as amended  January 1, 2004) the company  entered into an
asset  purchase  agreement  to  purchase  certain  assets of  Corporate  Program
Administrators,  Inc. for the  issuance of 306,000  shares of common  stock.  No
liabilities are being assumed and certain assets such as accounts receivable and
"prepaids" have been excluded from the purchase.  The assets purchased are being
operated under the Humana National Program Administrators Corp. subsidiary

The transaction  was effective  within the second fiscal quarter ended March 31,
2004.

Personnel Management Solutions LLP
The company and Personnel Management  Solutions,  LLP ("PMS") had entered into a
"Memorandum  of  Understanding  on  December  10,  2003 to pursue a  "Definitive
Purchase  Agreement . Completion of the purchase is contingent upon  performance
of adequate due diligence by the company.  The proposed  seller  terminated  the
transaction  during May 2004. The Parties have no business  relationship at this
point. The proposed transaction was terminated during May 2004.

RECENT TRANSACTIONS:

On May 7, 2004,  the  Registrant  entered  into a Letter of Intent  with  Emcore
Professional Employers, Inc. ("Emcore"), of Greenville,  North Carolina, whereby
Registrant  will  acquire  100% of the issued and  outstanding  shares of common
stock of Emcore, for approximately 60% of the then issued and outstanding shares
of Registrant.



                                       5
<PAGE>

The Letter of Intent is contingent upon certain conditions,  one of which is the
obtaining of $5,000,000 of equity financing,  along with the proposed "spin-out"
of the recruiting and staffing business of the Registrant.

On August 4, 2004,  the  Parties  mutually  agreed to  terminate  and cancel the
Letter of Intent, with no further obligation to either party.


On or  about  May  25,  2004,  the  registrant  entered  into  a  Memorandum  of
Understanding  to acquire  Lorimar  Home Care & Staffing  Services,  Inc. of Old
Forge,  Pennsylvania.  Humana and Lorimar  have  entered  into a  Memorandum  of
Understanding to purchase the common stock as soon as practicable.  The purchase
price is to be values at $225,000 worth of common stock of Humana.  Lorimar is a
staffing  company in the Health care field.  It is currently a client of Humana.
The  operations of Lorimar are similar to Humana's  Maryland  Operations,  which
have higher gross profit than standard PEO service  companies.  Lorimar operates
in the Northeast  Pennsylvania  area,  which they believe is the second  fastest
growing retirement area, only to Florida.  Accordingly, the need for health care
staffing should remain strong in the future.  The Memorandum calls for a closing
to be  completed  by August 30,  2004,  and may only be  extended  mutually,  in
writing for 30 days.

Subsequently,  Lorimar  decided to terminate the  Memorandum and cease any joint
operations.

SUBSEQUENT TRANSACTIONS

The  Registrant  signed a letter of  intent,  dated  July 27,  2004  with  Provo
International,  Inc.  (formerly  Frontline  Communications  Corp.,  AMEX: "FNT")
whereby  Provo  will  acquire  all  of  Humana's   operations  in  an  all-stock
transaction, with a majority ownership of the combined entity remaining with the
existing Provo  shareholders.  Pursuant to the terms of the  transaction,  Provo
will pay two (2) shares of its common  stock for each three (3) shares of Humana
owned by the  shareholder  on the record date.  Based on the current  issued and
outstanding  shares of common  stock of Humana,  Provo will issue  approximately
7,200,000 shares of common stock to the Humana  shareholders.  The closing is to
take place,  pursuant to the Letter of Intent on or before  September  15, 2004.
After the closing of the Provo transaction, Ronald Shapss, currently Chairman of
Humana will be named Chairman, President and COO of Provo.


Results of Operations
Until July 1, 2003,  the last quarter of the  Registrant's  fiscal year,  ending
September 30, 2003, the Registrant did not have an operating  unit.  Therefore a
comparison  of to the  previous  year is not an accurate  representation  of the
increase or decrease of the revenues and costs of sales of the Registrant.

For the nine months and three  months ended June 30, 2004,  the  Registrant  had
revenues of  $5,005,777,  and  $2,016,303  respectively.  During the current six
months as a result of  acquiring  customers  in CPA,  the  company  entered  the
business  of  employee  leasing in  addition  to the  business  to of  providing
temporary service for the transportation industry. Temporary services recognizes
the gross amount of the billed services as revenues and the  corresponding  cost


                                       6
<PAGE>

of sales on the statement of operations due to fact that the company assumes the
risk of profit  based upon the direct  costs it incurs.  Employee  Leasing  only
recognizes  a fee  charged by the company to process  the  payroll,  pay payroll
taxes,  employee benefits and workers  compensation  insurance expense.  All the
above  costs are passed on to the  customer  and the  company is not at risk for
these items.  Two items that have depressed the average gross profit and average
administration fee charged for employee leasing was the inability of the company
to pass on as either increased billing rates or the charged  administration  for
increases in workers  compensation  insurance premiums and changes in employer's
unemployment tax rates.  Examples of the types of temporary 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  approximately 5 states.  Some of Humana's
clients are Cardinal  Healthcare,  Giant Foods and Royal Ahold.  Examples of the
employee leasing business include transportation and warehouse employees.

Administrative  expenses  including  impairment  losses  and stock  compensation
expenses was $5,838,003 and  $1,489,558  resulting in losses from  operations of
$5,037,457  and  $1,142,555  for the nine months and three months ended June 30,
2004,   respectively.   Included  in  these   amounts  are  expenses  for  stock
compensation  expense of  $3,692,500  and  $402,500 for the nine and three month
periods ended June 30, 2004,  respectively.  Impairment expense for the nine and
three month periods ended June 30, 2004 were $402,319 and $295,219 respectively,
both of which do not utilize cash  resources.  The increases in the remainder of
Administrative  expensed  are  due to the  start  up of  the  operations  due to
increases in personnel, professional,  professional fees, and a generally higher
level of fixed administrative expenses. It is anticipated by the Registrant that
General and Administrative costs will remain relatively the same, while Revenues
and Gross profit will increase as a result of the business derived from CPA.


PROVISION FOR INCOME TAXES

The  company  has  determined  that it will more likely than not use any tax net
operating loss carry forward in the current tax year and has taken and therefore
has a valuation amount equal to 100% of any asset.


LIQUIDITY AND FINANCIAL RESOURCES

During the nine months  ended June 30,  2004,  net cash  provided  by  operating
activities  was  $514,661.  The Company  incurred net losses of  $5,036,056  and
$1,129,122  for each of the nine and  three  months  ended  June 30,  2004;  the
company still has a net operating loss even if the stock compensation expense of
$3,692,500 and Impairment expense of $402,319 for the nine months ended June 30,
2004 did not occur.  Additionally at June 30, 2004,  current  liabilities exceed
current  assets by  approximately  $1,464,802,  these factors raise  substantial
doubt about the Company's  ability to continue as a going  concern.  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  private  debt and equity
sources.  It is the  intention  of the  Company's  management  to  also  improve
profitability by significantly reducing


                                       7
<PAGE>

operating  expenses and to increase revenues  significantly,  through growth and
acquisitions.  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 there 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.



RISK FACTORS AND UNCERTIANTIES
Much of the  information  included in this  statement  includes or is based upon
estimates,  projections  or other  "forward  looking  statements".  Such forward
looking  statements  include any  projections  or  estimates  made by us and our
management   in   connection   with  our   business   operations.   While  these
forward-looking  statements,  and any assumptions upon which they are based, are
made in good faith and reflect our current  judgment  regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein.

Such  estimates,  projections  or other  "forward  looking  statements"  involve
various risks and  uncertainties  as outlined  below. We caution the reader that
important  factors  in some  cases  have  affected  and,  in the  future,  could
materially  affect actual results and cause actual results to differ  materially
from the results expressed in any such estimates,  projections or other "forward
looking statements".

Key Personnel
All of our present  officers or directors are key to our continuing  operations,
we rely  upon the  continued  service  and  performance  of these  officers  and
directors,  and our future  success  depends on the  retention of these  people,
whose knowledge of our business and whose technical expertise would be difficult
to  replace.  At this  time,  some of our  officers  or  directors  are bound by
employment  agreements,  and as a result, any of them could leave with little or
no prior notice.

If we are  unable  to hire  and  retain  sales  and  marketing  and  operational
personnel,  any  business we acquire  could be  materially  adversely  affected.
Competition for qualified individuals is likely to be intense, and we may not be
able to attract,  assimilate, or retain additional highly qualified personnel in
the  future.  The  failure to  attract,  integrate,  motivate  and retain  these
employees could harm our business.

Uncertain Ability to Manage Growth
Our  ability to achieve any planned  growth upon the  acquisition  of a suitable
business  opportunity or business combination will be dependent upon a number of
factors including, but not limited to, our ability to hire, train and assimilate
management and other employees and the adequacy of our financial  resources.  In
addition,  there can be no assurance that we will be able to manage successfully
any business opportunity or business combination.  Failure to manage anticipated
growth effectively and efficiently could have a materially adverse effect on our
business.

"Penny Stock" Rules May Restrict the Market for the Company's Shares
Our  common  shares are  subject  to rules  promulgated  by the  Securities  and
Exchange  Commission  relating to "penny stocks," which apply to companies whose
shares are not  traded on a national  stock  exchange  or on the NASDAQ  system,
trade at less than $5.00 per share,  or who do not meet certain other  financial
requirements  specified by the Securities and Exchange  Commission.  These rules
require  brokers  who sell  "penny  stocks"  to persons  other than  established
customers and "accredited  investors" to complete  certain  documentation,  make


                                       8
<PAGE>

suitability   inquiries  of  investors,   and  provide  investors  with  certain
information  concerning  the risks of trading in such penny stocks.  These rules
may  discourage or restrict the ability of brokers to sell our common shares and
may affect the secondary  market for our common  shares.  These rules could also
hamper our ability to raise funds in the primary market for our common shares.

Possible Volatility of Share Prices
Our common shares are currently publicly traded on the Over-the-Counter Bulletin
Board  service of the  National  Association  of  Securities  Dealers,  Inc. The
trading  price of our  common  shares  has been  subject  to wide  fluctuations.
Trading  prices of our common  shares may  fluctuate  in response to a number of
factors,  many of which  will be  beyond  our  control.  The  stock  market  has
generally experienced extreme price and volume fluctuations that have often been
unrelated or disproportionate to the operating  performance of companies with no
current  business  operation.  There can be no assurance that trading prices and
price  earnings  ratios  previously  experienced  by our common  shares  will be
matched or  maintained.  These broad market and industry  factors may  adversely
affect  the market  price of our  common  shares,  regardless  of our  operating
performance.

In the past,  following periods of volatility in the market price of a company's
securities,  securities class-action litigation has often been instituted.  Such
litigation,  if  instituted,  could  result  in  substantial  costs for us and a
diversion of management's attention and resources.

Indemnification of Directors, Officers and Others
Our Certificate of Incorporation and By-laws contain  provisions with respect to
the   indemnification  of  our  officers  and  directors  against  all  expenses
(including, without limitation,  attorneys' fees, judgments, fines, settlements,
and other  amounts  actually  and  reasonably  incurred in  connection  with any
proceeding  arising by reason of the fact that the person is one of our officers
or  directors)  incurred  by an  officer  or  director  in  defending  any  such
proceeding to the maximum extent permitted by Delaware law.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933,  as amended,  may be permitted  to  directors,  officers  and  controlling
persons of our company  under  Delaware law or  otherwise,  we have been advised
that  the  opinion  of the  Securities  and  Exchange  Commission  is that  such
indemnification  is against  public policy as expressed in the Securities Act of
1933, as amended, and is, therefore, unenforceable.

Anti-Takeover Provisions
We do not  currently  have  a  shareholder  rights  plan  or  any  anti-takeover
provisions in our By-laws.  Without any  anti-takeover  provisions,  there is no
deterrent  for a take-over of our  company,  which may result in a change in our
management and directors.

Reports to Security Holders
Under the securities laws of Delaware,  we are not required to deliver an annual
report  to our  shareholders  but we  intend  to send an  annual  report  to our
shareholders.

Limited Cash Resources
We have  limited cash as a result of  continuing  loss  operations  with no firm
commitment  for  additional  financing,  no guarantee of increase in revenues or
decrease in expenses.



                                       9
<PAGE>

Customer Contracts
All  customer  contracts  are short and we can not  guarantee  that all business
obtained through CPA will be stay will us or be signed on.

Costs of Temporary Services
We have fixed  contracts in place for services to be provided but cost of labor,
workman's  compensation  insurance  premiums,  and employer  payroll taxes could
increase.

CRITICAL ACCOUNTING POLICIES

Revenue Recognition

We account for our revenues in accordance with EITF 99-19,  "Reporting  Revenues
Gross as a Principal Versus Net as an Agent". We recognize all amounts billed to
temporary  staffing  customers as gross  revenue,  because  among other  things,
Humana is the primary obligor in the temporary staffing arrangement.  Humana has
pricing  latitude,  selects  temporary  employees for a given  assignment from a
broad pool of candidates. Humana is at risk for the payment of its direct costs,
whether or not Humana's customers pay on a timely basis or at all. Human assumes
a  significant  amount of other  risks and  liabilities  as an  employer  of its
temporary staff, and therefore,  is deemed to be a principal in regards to these
services.  Other  services  are  recorded  as net  where  the  Humana  earns  an
administrative  fee for its  services,  but does not  recur any costs or risk in
providing the related  services.  Humana also recognizes as gross revenue and as
unbilled  receivables  on an accrual  basis,  any such  amounts  that  relate to
services  performed  by  temporary  employees  who have not been  billed  to the
customer at the end of the accounting  period,  the employee  leasing revenue is
recognized as the service is rendered.

CRITICAL ESTIMATES

Intangible Asset-Customer Lists

The length of amortization (life) of the customer list and if any diminutions of
value has occurred are critical estimates for the company.


ITEM 3. CONTROLS AND PROCEDURES.

The Registrant's  principal  executive officers and principal financial officer,
based on their evaluation of the registrant's disclosure controls and procedures
(as defined in Rules  13a-14 (c) of the  Securities  Exchange Act of 1934) as of
June 30, 2004,  have concluded  that the  Registrants'  disclosure  controls and
procedures  are  adequate  and  effective  to ensure that  material  information
relating to the  registrants  and their  consolidated  subsidiaries is recorded,
processed,  summarized  and reported  within the time  periods  specified by the
SEC's rules and forms,  particularly  during the period in which this  quarterly
report has been prepared.

The Registrants'  principal  executive officers and principal  financial officer
have concluded that there was a significant change in the registrants'  internal
controls or in other  factors that could  significantly  affect  these  controls
subsequent  to June 30, 2004,  the date of their most recent  evaluation of such
controls,  and that there was a significant  deficiency or material  weakness in
the registrant's internal controls.



                                       10
<PAGE>

Livingston  Wachtell & Co.,  LLP,  while  conducting  the review of the June 30,
2004,  financial  statements,  has found  some  reportable  conditions  that are
believed to be a "material weakness" (as defined under standards  established by
the  American  Institute  of  Certified  Public  Accountants).   The  reportable
conditions included conditions surrounding internal controls regarding:  lack of
discipline around the financial  reporting;  and policies and procedures used to
develop accruals.



PART II: OTHER INFORMATION


ITEM 1. 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.

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 from either side as a result of
these cancelled transactions.

On  February  13,  2004,  we  received a letter from the Counsel for Willow Cove
Investment  Group,  Inc.  ("Willow"),  regarding the termination of an agreement
between  Willow  and the  Registrant  for  investment  banking  services,  dated
November 12, 2003. On November 20, 2003, the Registrant  notified Willow that it
was canceling the Agreement due to significant material  misrepresentations  and
information  that was not provided to the  Registrant  about the  principals  of
Willow.  The Letter from the Counsel for Willow is seeking the  continuation  of
the services to be provided for in the Agreement and the payment of all fees, or
they will commence Arbitration as set forth in the Agreement.  At this point the
Registrant is unable to make an accurate  assessment  about the claim, but feels
that  the   misrepresentations   and  failure  to  provide  the  information  is
significant and makes the agreement void. The claim would not be material in any
case.

The Registrant has recently undergone an audit by the IWIF Worker's Compensation
Insurance for the insurance coverage of its Maryland operations.  As a result of


                                       11
<PAGE>

the audit,  IWIF  claims it is due a total of  $149,368  for  unpaid  additional
premiums.  As of August 14, 2004, the Company has reached a resolution with IWIF
for the payment of a compromised amount of $95,000.



ITEM 2. CHANGES IN SECURITIES.

None


ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.


ITEM 5. OTHER INFORMATION.

None.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)   Exhibits

      3.1   Articles of Incorporation of the Registrant*
      3.2   By-laws of the Registrant*
      31.1  Section 302 Certification of President and Chief Executive Officer
      31.2  Section 302 Certification of Chief Financial Officer
      32.1  Section 906 Certification of President and Chief Executive Officer
      32.2  Section 906 Certification of Chief Financial Officer
      ------------
* Previously  filed as an exhibit to the Company's  Form 10-SB filed on November
10, 2001, and as amended thereafter

(b) Reports on Form 8-K filed during the three months ended June 30, 2004.

A Current  Report on Form 8-K,  under Item 1.  Change of Control of  Registrant;
Item 4. Change of  Registrant's  Certifying  Accountant;  and Item 7.  Financial


                                       12
<PAGE>

Statements and Exhibits,  was filed on April 5, 2004,  regarding  changes to the
Board of Directors, change of its Independent Certifying Accountant and Exhibits
thereto.

A Current  Report on Form 8-K,  under Item 5. Other  Events  and  Regulation  FD
Disclosure,  was filed on May 11,  2004,  regarding  the  Letter of Intent  with
Emcore Professional Employers, Inc.



<PAGE>




SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

Date:    August 20, 2004
                                   Humana Trans Services Holding Corp.

                                   /s/ John P. Daly
                                   ---------------------------------------------
                                   John P. Daly, President


                                   /s/ George L. Riggs, III
                                   ---------------------------------------------
                                   George L. Riggs, III, Chief Financial Officer



















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