Charles Booth Inc – ‘SC 14F1/A’ on 12/4/00 re: Charles Booth Inc

On:  Monday, 12/4/00, at 3:12pm ET   ·   Accession #:  1103259-0-53   ·   File #:  5-59881

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Amendment to Statement re: Change in Majority of Directors   —   Rule 14f-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14F1/A   Amendment to Statement re: Change in Majority of       6±    27K 
                          Directors                                              

Document Table of Contents

AMENDMENT NO. 1 TO
  INFORMATION STATEMENT PURSUANT TO SECTION 14(c) AND SECTION 14(f) OF THE
 SECURITIES EXCHANGE ACT OF 1934

TRIPLE S PARTS, INC.
413 Petroleum Street
Florence, CO 81226

 REPORT OF CHANGE IN MAJORITY OF DIRECTORS AND NAME CHANGE
December 4, 2000

     This  report  is  furnished  by  the Board of Directors of  Triple S Parts,
Inc., a Nevada corporation (the "Company"),  to the holders of common stock, par
value  $.0005 per share, of  the Company (the  "Common  Stock").  This report is
being  furnished  in connection with the change of the Company's directors to be
effected  at  the  closing  of the transaction discussed below, to be held on or
about  December  14, 2000.  The Company's new Board of Directors will consist of
Phillip  E.  Loori  and  Jacqueline  E. Loori.  This report amends the Company's
report  dated  November  17,  2000.                                             

     This report is provided for information purposes only. You are not required
to  respond  to  this  report.  WE  ARE  NOT  ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED  NOT  TO  SEND  A  PROXY.                                             

     This  report  is  first  being  mailed  on  or  about  December  4, 2000 to
stockholders  of  record  as  of  November  30,  2000.                          

 BACKGROUND OF TRANSACTION AND CHANGE IN CONTROL

     The  Company has entered into an Agreement of Share Exchange dated November
15,  2000 (the "Agreement") between the Company and the stockholders of Advanced
Hyperbaric  Technologies,  Inc., a New Jersey corporation ("AHTI").  Pursuant to
that  Agreement,  the  Company  agreed  to  acquire  all  of  AHTI's  issued and
outstanding  shares of common stock (collectively, the "AHTI Stock") in exchange
for  an aggregate of 10,500,000 shares of the Company's Common Stock (the "Share
Exchange").  Additionally,  it  is  anticipated  that  an aggregate of 1,693,500
shares  of  the Company's Common Stock will be issued at or after the closing of
the  Agreement  to certain investors in a private placement for a total purchase
price  of  $150,000.                                                            

     AHTI  was  founded  in  1996 for the purpose of manufacturing and marketing
topical  hyperbaric  oxygen  products.  Its  products  are  primarily  marketed 
throughout the United States and Canada and are being used by hospitals, nursing
homes,  wound  care  centers  and by patients at home.  AHTI plans to expand its
marketing  efforts  internationally.                                            

     The  Agreement  provides  that upon consummation of the Share Exchange, the
Company's  current  officers  and  directors will resign and will be replaced by
directors  and  officers  selected  by  AHTI's  management.  See  "DIRECTORS AND
EXECUTIVE  OFFICERS - Persons to be Appointed Directors and Executive Officers."

     The  Agreement  also  requires that the Company amend its charter to change
its  name to "Advanced Hyperbaric Technologies Holding Corp." See "NAME CHANGE."

     Consummation  of the Share Exchange will result in a change of control.  If
the  Share  Exchange  is  not  consummated,  the  Company's current officers and
directors  will  not  resign  and  there  will  not be a change in control.  The
Company  anticipates,  but cannot assure, that the closing of the Agreement will
occur  on  or  about  December  14,  2000.                                      

REASON FOR INFORMATION STATEMENT

     Because  a  majority  of its directors is being changed otherwise than at a
meeting of stockholders, pursuant to Rule 14f-1 promulgated under the Securities
Exchange  Act  of 1934, as amended (the "Exchange Act"), the Company is required
to  provide  its  stockholders  and  the Securities and Exchange Commission (the
"Commission")  with certain information not less than ten days prior to the date
on  which  the  change  will  take  place,  or  such other time period as may be
established  by  the  Commission.  In addition, under Regulation 14C promulgated
under  the Exchange Act, the Company is required to provide its stockholders and
the  Commission  with certain information not less than twenty days prior to the
date  on which the name change will take place.  This report is being filed with
the  Commission  and  sent  to  stockholders  in compliance with these Rules and
Regulations.                                                                    

INFORMATION RELATING TO THE COMPANY'S SECURITIES

     There  are  at  present  2,656,500  shares  of  the  Company  Common  Stock
outstanding  and  entitled  to vote.  Upon closing of the Share Exchange and the
other  transactions  contemplated  by  the  Agreement,  there will be a total of
15,000,000  shares outstanding.  Each outstanding share of Common Stock entitles
the  record  holder thereof to one vote on all matters which are to be presented
to  stockholders  for  their consideration.  The Common Stock is the only issued
and  outstanding  stock  of  the  Company.                                      

 NAME CHANGE

     The  Agreement  requires  that  the Company amend its charter to change its
name to "Advanced Hyperbaric Technologies Holding Corp."  The Board of Directors
of  the Company has approved an amendment to the Company's charter to effect the
name  change.  The  holders  of  at  least a majority of the common stock of the
Company  outstanding as of  November 30, 2000, the record date for determination
of  stockholders  eligible  to  vote on such matter, approved the name change by
written  consent  dated as of November 16, 2000.  If the Agreement is completed,
it  is  expected  that the name change will become effective shortly thereafter,
but  in  no  event  earlier  than  December  24,  2000.                         

 SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

     A  change of control of the Company occurred on February 23, 2000.  On this
date,  the  Company  issued  an  aggregate  of 1,800,000 shares of the Company's
Common  Stock  to  Seville  Consulting Group, Inc., Power Network, Inc. and East
European  Enterprises, Inc. (each entity respectively received 600,000 shares of
the  Company's  Common Stock) in consideration of general business and financial
consulting  services.  These three entities now beneficially own an aggregate of
67.77%  of  the  Company's  issued  and  outstanding Common Stock.  Prior to the
February  23,  2000  transaction, Emiliano Lakoto and Tracie Pollak beneficially
owned,  collectively,  approximately 66% of the Company's issued and outstanding
Common  Stock.                                                                  

     The  following table lists, as of November 14, 2000, the security ownership
of  (i)  all persons 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.                                              

NAME AND ADDRESS                 AMOUNT AND NATURE                      
   OF BENEFICIAL OWNER            OF BENEFICIAL OWNERSHIP (1)   PERCENT OF CLASS
________________________________  __________________________    ________________
East European Enterprises Inc.                                                  
1004  Depot  Hill  Rd., #1E                                                     
Broomfield, CO 80020                      600,000                     22.59%    

Emiliano  Lakoto                                                                
7410  S.W.  Olsen  Road,  325                                                   
Portland,  OR  97223                      330,000                     12.42%    

Thomas  F.  Pierson  (2)                                                        
1004  Depot  Hill  Road                                                         
Broomfield,  CO  80020                          0                         0%    

Tracie  Pollak                                                                  
4400  S.  Quebec  St.,  L-203                                                   
Denver,  CO  80237                        330,000                     12.42%    

Power  Network,  Inc.                                                           
1530  Cloverdale  Avenue                                                        
Winston  Salem,  NC  27104                600,000                     22.59%    

Seville  Consulting,  Inc.                                                      
413  Petroleum                                                                  
Florence,  CO  81226                      600,000                     22.59%    

All  Officers  and  Directors  as  a  group                                     
(1  Person)                                                                     
_____________________________                                                   
(1)     Ownership  is  of  record  unless  otherwise  indicated.                
(2)     President,  Secretary,  Treasurer  and  Director  of  the  Company.     

     AHTI  has provided the following information to the Company.  The following
table  lists, as of the closing of the Share Exchange, the security ownership of
(i) all persons known to AHTI who will after the Share Exchange own beneficially
5%  or  more of the Common Stock; (ii) each person who will be a director of the
Company;  and (iii) all persons who will be executive officers of the Company as
a  group.                                                                       

NAME AND ADDRESS                 AMOUNT AND NATURE                      
   OF BENEFICIAL OWNER            OF BENEFICIAL OWNERSHIP (1)   PERCENT OF CLASS
______________________________    __________________________    ________________
Jacqueline  E.  Loori  (2)(3)                                                   
124  Colts  Neck  Road                                                          
Farmingdale,  NJ  07727                 8,879,000                    59.19%     

Phillip  E.  Loori  (3)(4)                                                      
124  Colts  Neck  Road                                                          
Farmingdale,  NJ  07727                 8,879,000                    59.19%     

All  Officers  and  Directors                                                   
     as  a  group (2  persons)     8,879,000                    59.19%
__________________________________                                              
(1)     All  shares  are  owned  of  record  unless  otherwise  indicated.      
(2)     President  and  Director  of  the  Company.                             
(3)     Shares  are  owned  by  Jacqueline  E. Loori, spouse of Philip E. Loori.
(4)     Chairman  of  the  Board,  CEO  and  Director  of  the  Company.        

DIRECTORS AND EXECUTIVE OFFICERS

     PRESENT  OFFICERS  AND DIRECTORS.  The following persons currently serve as
officers  and  directors  of  the  Company:                                     

Name                   Age     Position                                       
-------------------    ---     --------------------------------------------   

Thomas  F.  Pierson    52      President, Secretary, Treasurer and Director   

     Thomas  F.  Pierson.  Mr.  Pierson has been President, Secretary, Treasurer
and  Director of the Company since November 1, 2000.  Since 1979 Mr. Pierson has
been  the  sole  proprietor  of Thomas F. Pierson, P.C., a Colorado professional
corporation  which  specializes  in  corporate  and  real  estate  law.         

     The  Board  of  Directors  has  not  established any standing committees or
subcommittees.  In  the  past  fiscal year, the Board of Directors held five (5)
meetings.  All  of  the  current directors were directors as of the close of the
last  fiscal  year.                                                             

     PERSONS  TO BE APPOINTED DIRECTORS AND EXECUTIVE OFFICERS.  Upon closing of
the  Share  Exchange,  the  following  persons will be appointed to serve as the
Board of Directors and Executive Officers of the Company.  The appointments will
be  made  by  the  present  Board  of Directors who will then resign.  Under the
Company  Bylaws, no stockholder approval of the change in directors is required.

     Jacqueline  E.  Loori.  Ms. Loori, age 38, has been President of AHTI since
the  company  was  founded  in 1996.  Ms. Loori also serves as Vice-President of
Wound  Care  Systems,  Inc.,  a  company  which leases Topical Hyperbaric Oxygen
Extremity Chambers to medical institutions since she co-founded it in 1992.  Ms.
Loori  is  the  spouse  of  Phillip  E.  Loori.                                 

     Phillip  E.  Loori.  Mr.  Loori, age 42, has been Chairman of the Board and
CEO  of  AHTI  since  he founded the company in 1996.  From 1989-1992 he was the
Vice  President  and  Director  of  Supra  Medical  Corporation,  a  Delaware   
corporation.  Since  1992,  Mr.  Loori  has  been  the  President  of Wound Care
Systems,  Inc.,  a  New  Jersey corporation which markets products to treat open
wounds  and  specializes  in  rental  equipment  ("Wound  Care").               

EXECUTIVE COMPENSATION

     The  Company  has  not  paid  any  compensation  to  its officers since its
formation.                                                                      

     Set  forth below is the compensation paid to the executive officers of AHTI
in  1999.                                                                       

           ANNUAL COMPENSATION
           -------------------
NAME AND                                                    
  PRINCIPAL POSITION WITH AHTI                   YEAR     SALARY($)     BONUS($)
----------------------------                                                
Jacqueline  E.  Loori,                                                      
  President  and  Director                       1999     $96,000              -

Phillip  E.  Loori,                                                         
Chairman  of  the  Board,                                                   
  Chief Executive Officer and Director           1999         -                -

     EMPLOYMENT  AGREEMENTS.  Pursuant  to the Agreement, the Company will enter
into Employment Agreements with Phillip E. Loori and Jacqueline E. Loori.  These
agreements  will  have  two  year  employment  terms.  Mr. Loori will be paid an
annual salary of $96,000 the first year and $156,000 the second year.  Ms. Loori
will be paid $24,000 the first year and $36,000 the second year.  The agreements
will  also  provide  for annual bonuses based on a percentage of sales which has
not  yet  been  determined.  The  agreements  will  contain  non-disclosure  and
noncompetition  covenants.                                                      

RELATED PARTY TRANSACTIONS

     Philip  E.  Loori,  Chief  Executive  Officer  and director of AHTI, is the
President  and  holder  of  thirty-three  and one-third percent (33-1/3%) of the
outstanding  equity  securities of Wound Care. Jacqueline E. Loori, President of
AHTI,  is  the  Vice-President  and holder of thirty-three and one-third percent
(33-1/3%)  of  the  outstanding  equity  securities of Wound Care.  Wound Care's
principal  business  is renting medical equipment and it purchases products from
AHTI  for  distribution  to its customers.  In the past twelve months Wound Care
has  purchased  less  than  $10,000  worth of products from AHTI and anticipates
purchasing  less  than  $50,000 worth of products during the next twelve months.
Wound  Care  does not receive any special discounts with respect to the products
it purchases from AHTI.  Wound Care has orally agreed not to distribute products
similar  to  those  marketed by AHTI outside of the State of New Jersey with the
exception  of  distributions  to  less than ten already established customers of
Wound Care which reside outside the State of New Jersey. The parties have agreed
to enter into a written contract memorializing the terms of this oral agreement.
In addition, Wound Care leases office space in AHTI's principal office at a rate
of  $750  per  month,  the  fair  market  value  for  such  space.              

     As  of  the  date hereof, no other related party transactions exist between
AHTI  and  its  present  directors,  officers, 5% or greater stockholders or any
affiliate  thereof,  either  individually  or through ownership of a controlling
interest  in  any  company  or  other  entity.                                  

 SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a)  of  the  Securities  Exchange  Act of 1934, as amended (the
"Exchange  Act"),  requires  the Company's directors and executive officers, and
persons  who  own more than 10% of the Common Stock, to file with the Securities
and  Exchange  Commission  (the  "SEC")  initial reports of beneficial ownership
("Forms  3") and reports of changes in beneficial ownership of Common  Stock and
other  equity  securities  of the Company ("Forms 4").  Officers, directors, and
greater  than 10% stockholders of the Company are required by SEC regulations to
furnish  to  the Company copies of all Section 16(a) reports that they file.  To
the  Company's knowledge, based solely on a review of the copies of such reports
furnished  to  the  Company, all Section 16(a) filing requirements applicable to
its  officers,  directors,  and greater than 10% beneficial owners were complied
with  for  the  fiscal  year  ended  December  31,  2000.                       

             Triple  S  Parts,  Inc.
                              By  Order  of  the  Board  of  Directors
              /s/  Thomas  F.  Pierson
President 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 14F1/A’ Filing		Date		Other Filings
		12/31/00		10KSB,  NT 10-K
		12/24/00
		12/14/00
Filed on:		12/4/00
		11/30/00
		11/17/00		SC 14F1
		11/16/00
		11/15/00		10QSB
		11/14/00
		11/1/00
		2/23/00
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